HARTFORD LIFE INS CO PUTNAM CAPITAL MGR TR SEPARATE ACCT TWO, 485BPOS, 1997-04-17

HARTFORD LIFE INS CO PUTNAM CAPITAL MGR TR SEPARATE ACCT TWO
485BPOS, 1997-04-17

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<PAGE>

As filed with the Securities and Exchange Commission on April 17, 1997.
File No. 33-17207

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 15 [X]

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 23 [X]

HARTFORD LIFE INSURANCE COMPANY
PUTNAM CAPITAL MANAGER TRUST SEPARATE ACCOUNT
(Exact Name of Registrant)

HARTFORD LIFE INSURANCE COMPANY
(Name of Depositor)

P.O. BOX 2999
HARTFORD, CT 06104-2999
(Address of Depositor's Principal Offices)

(860) 843-6733
(Depositor's Telephone Number, Including Area Code)

MARIANNE O'DOHERTY, ESQ.
HARTFORD LIFE INSURANCE COMPANIES
P.O. BOX 2999
HARTFORD, CT 06104-2999
(Name and Address of Agent for Service)

It is proposed that this filing will become effective:

_____ immediately upon filing pursuant to paragraph (b) of Rule 485
__X__ on May 1, 1997 pursuant to paragraph (b) of Rule 485
_____ 60 days after filing pursuant to paragraph (a)(1) of Rule 485
_____ on May 1, 1997 pursuant to paragraph (a)(1) of Rule 485
_____ this post-effective amendment designates a new effective date for
a previously filed post-effective amendment.

PURSUANT TO RULE 24F-2(a)(1) UNDER THE INVESTMENT COMPANY ACT OF 1940, THE
REGISTRANT HAS REGISTERED AN INDEFINITE AMOUNT OF SECURITIES. THE RULE 24F-2
NOTICE FOR THE REGISTRANT'S MOST RECENT FISCAL YEAR WAS FILED ON OR ABOUT
FEBRUARY 28, 1997.

<PAGE>
CROSS REFERENCE SHEET
PURSUANT TO RULE 495(a)

<TABLE>
<CAPTION>
N-4 Item No. Prospectus Heading
- -------------------------------------------- ----------------------------------------------
<S> <C> <C>
1. Cover Page Cover Page

2. Definitions Glossary of Special Terms

3. Synopsis or Highlights Summary

4. Condensed Financial Information Statement of Additional Information

5. General Description of Registrant, The Contract; The Separate Account;
Depositor, and Portfolio Companies The Fixed Account; The Company;
The Funds; General Matters

6. Deductions Charges Under the Contract

7. General Description of Operation of the Contract
Annuity Contracts Accumulation Period; Death Benefit;
The Contract; The Separate Account;
General Matters

8. Annuity Period Annuity Benefits

9. Death Benefit Death Benefit

10. Purchases and Contract Value Operation of the Contract/
Accumulation Period

11. Redemptions Operation of the Contract/
Accumulation Period

12. Taxes Federal Tax Considerations

13. Legal Proceedings General Matters - Legal Proceedings

14. Table of Contents of the Statement Table of Contents to Statement
of Additional Information of Additional Information

15. Cover Page Part B; Statement of Additional Information

16. Table of Contents Table of Contents

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
N-4 Item No. Prospectus Heading
- -------------------------------------------- ----------------------------------------------
<S> <C> <C>
17. General Information and History Introduction

18. Services None

19. Purchase of Securities Distribution of Contracts
being Offered

20. Underwriters Distribution of Contracts

21. Calculation of Performance Data Calculation of Yield and Return

22. Annuity Payments Annuity Benefits

23. Financial Statements Financial Statements

24. Financial Statements and Financial Statements and
Exhibits Exhibits

25. Directors and Officers of the Directors and Officers of the
Depositor Depositor

26. Persons Controlled by or Under Persons Controlled by or Under
Common Control with the Depositor Common Control with the Depositor
or Registrant or Registrant
27. Number of Contract Owners Number of Contract Owners

28. Indemnification Indemnification

29. Principal Underwriters Principal Underwriters

30. Location of Accounts and Records Location of Accounts and Records

31. Management Services Management Services

32. Undertakings Undertakings
</TABLE>

<PAGE>

PUTNAM CAPITAL MANAGER TRUST SEPARATE ACCOUNT
HARTFORD LIFE INSURANCE COMPANY
P.O. BOX 5085
[LOGO] HARTFORD, CONNECTICUT 06102-5085

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

This Prospectus describes the Putnam Capital Manager Plan, a tax deferred
variable annuity issued by Hartford Life Insurance Company ("Hartford").
Payments for the Contract will be held in a series of Hartford Life Insurance
Company -- Putnam Capital Manager Trust Separate Account (the "Separate
Account"). Allocations to and transfers to and from the Fixed Account are not
permitted in certain states.

There are currently sixteen (16) Sub-Accounts available under the Contract. The
underlying investment portfolios ("Funds") of Putnam Variable Trust for the
Sub-Accounts are Putnam VT Asia Pacific Growth Fund, Putnam VT Diversified
Income Fund, Putnam VT Global Asset Allocation Fund, Putnam VT Global Growth
Fund, Putnam VT Growth and Income Fund, Putnam VT High Yield Fund, Putnam VT
International Growth Fund, Putnam VT International Growth and Income Fund,
Putnam VT International New Opportunities Fund, Putnam VT Money Market Fund,
Putnam VT New Opportunities Fund, Putnam VT New Value Fund, Putnam VT U.S.
Government and High Quality Bond Fund, Putnam VT Utilities Growth and Income
Fund, Putnam VT Vista Fund, and Putnam VT Voyager Fund.

This Prospectus sets forth the information concerning the Separate Account and
the Fixed Account that investors should know before investing. This Prospectus
should be kept for future reference. Additional information about the Separate
Account and the Fixed Account has been filed with the Securities and Exchange
Commission and is available without charge upon request. To obtain the Statement
of Additional Information send a written request to Hartford Life Insurance
Company, Attn: Annuity Marketing Services, P.O. Box 5085, Hartford, CT
06102-5085. The Table of Contents for the Statement of Additional Information
may be found on page 36 of this Prospectus. The Statement of Additional
Information is incorporated by reference into this Prospectus.

- --------------------------------------------------------------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------

VARIABLE ANNUITY CONTRACTS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR ENDORSED OR
GUARANTEED BY, ANY BANK, NOR ARE THEY FEDERALLY INSURED OR OTHERWISE PROTECTED
BY THE FDIC, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY; THEY ARE SUBJECT TO
INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED.
- --------------------------------------------------------------------------------

THIS PROSPECTUS IS ACCOMPANIED BY A CURRENT PROSPECTUS FOR THE FUNDS AND IS
VALID ONLY WHEN ACCOMPANIED BY A CURRENT PROSPECTUS FOR THE FUNDS.

- --------------------------------------------------------------------------------

PROSPECTUS DATED: MAY 1, 1997
STATEMENT OF ADDITIONAL INFORMATION DATED: MAY 1, 1997

<PAGE>
2 HARTFORD LIFE INSURANCE COMPANY
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- --------------------------------------------------------------------------------
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
GLOSSARY OF SPECIAL TERMS............................................... 3
FEE TABLE............................................................... 5
ACCUMULATION UNIT VALUES................................................ 11
SUMMARY................................................................. 12
PERFORMANCE RELATED INFORMATION......................................... 13
INTRODUCTION............................................................ 14
THE CONTRACT............................................................ 14
Right to Cancel Period................................................ 15
THE SEPARATE ACCOUNT.................................................... 15
THE FIXED ACCOUNT....................................................... 15
THE COMPANY............................................................. 16
THE FUNDS............................................................... 16
OPERATION OF THE CONTRACT/ACCUMULATION PERIOD........................... 18
Premium Payments...................................................... 18
Value of Accumulation Units........................................... 18
Value of the Fixed Account............................................ 18
Value of the Contract................................................. 18
Transfers Among Sub-Accounts.......................................... 19
Transfers Between the Fixed Account and the Sub-Accounts.............. 19
Redemption/Surrender of a Contract.................................... 19
DEATH BENEFIT........................................................... 20
CHARGES UNDER THE CONTRACT.............................................. 21
Contingent Deferred Sales Charges..................................... 21
Mortality and Expense Risk Charge..................................... 22
Administration and Maintenance Fees................................... 22
Premium Taxes......................................................... 23
ANNUITY BENEFITS........................................................ 23
Annuity Options....................................................... 23
The Annuity Unit and Valuation........................................ 24
Determination of Payment Amount....................................... 24
FEDERAL TAX CONSIDERATIONS.............................................. 25
A. General............................................................ 25
B. Taxation of Hartford and the Separate Account...................... 25
C. Taxation of Annuities -- General Provisions Affecting Purchasers
Other Than Qualified Retirement Plans................................ 25
D. Federal Income Tax Withholding..................................... 28
E. General Provisions Affecting Qualified Retirement Plans............ 28
F. Annuity Purchases by Nonresident Aliens and Foreign Corporations... 28
GENERAL MATTERS......................................................... 28
Assignment............................................................ 28
Modification.......................................................... 29
Delay of Payments..................................................... 29
Voting Rights......................................................... 29
Distribution of the Contracts......................................... 29
Other Contracts Offered............................................... 29
Custodian of Separate Account Assets.................................. 29
Legal Proceedings..................................................... 30
Experts............................................................... 30
Additional Information................................................ 30
APPENDIX I (PUTNAM CAPITAL MANAGER I)................................... 31
APPENDIX II (PUTNAM CAPITAL MANAGER II)................................. 32
APPENDIX III INFORMATION REGARDING TAX-QUALIFIED PLANS.................. 32
TABLE OF CONTENTS TO STATEMENT OF ADDITIONAL INFORMATION................ 33
</TABLE>

<PAGE>
HARTFORD LIFE INSURANCE COMPANY 3
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GLOSSARY OF SPECIAL TERMS

ACCUMULATION UNIT: An accounting unit of measure used to calculate values before
Annuity payments begin.

ANNUITANT: The person or Participant upon whose life the Contract is issued.

ANNUITY: A series of payments for life, or for life with a minimum number of
payments or a determinable sum guaranteed, or for a joint lifetime and
thereafter during the lifetime of the survivor, or for a designated period.

ANNUITY COMMENCEMENT DATE: The date on which Annuity payments are to commence.
For group unallocated Contracts, the date for each Participant is determined by
the Contract Owner in accordance with the terms of the Plan.

ANNUITY UNIT: An accounting unit of measure used to calculate the value of
Annuity payments.

BENEFICIARY: The person(s) who receive Contract Values in the event of the
Annuitant's or Contract Owner's death under certain conditions. Under a group
unallocated Contract, the person named within the Plan documents/ enrollment
forms by each Participant entitled to receive benefits as per the terms of the
Contract in case of the death of the Participant.

CODE: The Internal Revenue Code of 1986, as amended.

COMMISSION: Securities and Exchange Commission.

CONTINGENT ANNUITANT: The person so designated by the Contract Owner, who upon
the Annuitant's death, prior to the Annuity Commencement Date, becomes the
Annuitant.

CONTRACT ANNIVERSARY: The anniversary of the Contract Date.

CONTRACT OWNER(S): The owner(s) of the Contract, trustee or other entity,
sometimes herein referred to as "you".

CONTRACT VALUE: The aggregate value of any Sub-Account Accumulation Units held
under the Contract plus the value of the Fixed Account.

CONTRACT YEAR: A period of 12 months commencing with the Contract Date or any
anniversary thereof.

FIXED ACCOUNT: Part of the General Account of Hartford to which a Contract Owner
may allocate all or a portion of his Premium Payment or Contract Value.

FIXED ANNUITY: An Annuity providing for guaranteed payments which remain fixed
in amount throughout the payment period and which do not vary with the
investment experience of a separate account.

FUNDS: Currently, the portfolios of Putnam Variable Trust described on page 16
of this Prospectus.

GENERAL ACCOUNT: The General Account of Hartford which consists of all assets of
the Hartford Life Insurance Company other than those allocated to the separate
accounts of the Hartford Life Insurance Company.

HARTFORD: Hartford Life Insurance Company.

HOME OFFICE OF THE COMPANY: Currently located at 200 Hopmeadow Street, Simsbury,
Connecticut. All correspondence concerning the Contract should be sent to P.O.
Box 5085, Hartford, CT 06102-5085, Attn: Individual Annuity Operations.

MAXIMUM ANNIVERSARY VALUE: A value used in determining on death benefit. It is
based on a series of calculations of Contract Values on Contract Anniversaries,
premium payments and partial surrenders, as described on page 15.

MINIMUM DEATH BENEFIT: The minimum amount payable upon the death of the Contract
Owner/Annuitant or Participant in the case of group Contracts prior to age 85
and before annuity payments have commenced.

NON-QUALIFIED CONTRACT: A Contract which is not classified as a tax-qualified
retirement plan using pretax dollars under Internal Revenue Code.

PARTICIPANT: (For Group Unallocated Contracts Only) Any eligible employee of an
employer/Contract Owner participating in the Plan.

PLAN: A voluntary Plan of an Employer which qualifies for special tax treatment
under a section of the Internal Revenue Code.

PREMIUM PAYMENT: A payment made to Hartford pursuant to the terms of the
Contract.

PREMIUM TAX: A tax charged by a state or municipality on Premium Payments or
Contract Values.

QUALIFIED CONTRACT: A Contract which qualifies as a tax-qualified retirement
plan using pre tax dollars under the Internal Revenue Code, such as an employer
sponsored Section401(k) on an Individual Retirement Annuity (IRA).

SEPARATE ACCOUNT: The Hartford separate account entitled "Hartford Life
Insurance Company -- Putnam Capital Manager Trust Separate Account".

SPECIFIED CONTRACT ANNIVERSARY: Every seventh Contract Anniversary (i.e., the
7th, 14th, 21st, etc. Contract Anniversaries).

SUB-ACCOUNT: Accounts established within the Separate Account with respect to a
Fund.

TERMINATION VALUE: The Contract Value upon termination of the Contract prior to
the Annuity Commencement Date, less any applicable Premium Taxes, the Annual
Maintenance Fee and any applicable contingent deferred sales charges.
<PAGE>
4 HARTFORD LIFE INSURANCE COMPANY
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TRUST: Putnam Variable Trust.

UNALLOCATED CONTRACTS: Contracts issued to employers or such other entities as
Contract Owners with no allocation to a specific Participant, as defined herein.
The Plans will be responsible for the individual allocations.

VALUATION DAY: Every day the New York Stock Exchange is open for trading. The
value of the Separate Account is determined at the close of the New York Stock
Exchange (currently 4:00 p.m. Eastern Time) on such days.

VALUATION PERIOD: The period between the close of business on successive
Valuation Days.

VARIABLE ANNUITY: An Annuity providing for payments varying in amount in
accordance with the investment experience of the assets of the Separate Account.
<PAGE>
HARTFORD LIFE INSURANCE COMPANY 5
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PUTNAM CAPITAL MANAGER I
(FOR CONTRACTS ISSUED FROM OCTOBER 15, 1986 UNTIL APPROXIMATELY SEPTEMBER 1,
1988)

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FEE TABLE
SUMMARY

Contract Owner Transaction Expenses
(All Sub-Accounts)

<TABLE>
<S> <C>
Sales Load Imposed on Purchases (as a percentage of premium
payments)...................................................... None
Exchange Fee...................................................... $ 0
Deferred Sales Load (as a percentage of purchase payments or
amount surrendered, as applicable)
First Year (1)................................................ 5%
Second Year................................................... 5%
Third Year.................................................... 4%
Fourth Year................................................... 3%
Fifth Year.................................................... 2%
Sixth Year.................................................... 0%
Seventh Year.................................................. 0%
Eighth Year................................................... 0%
Annual Contract Fee (2)........................................... $ 25
Annual Expenses-Separate Account (as a percentage of average
account value)
Mortality and Expense Risk.................................... 1.250%
Administration Fees........................................... 0.150%
Total..................................................... 1.400%
</TABLE>

Annual Fund Operating Expenses
(as a percentage of net assets)

<TABLE>
<CAPTION>
TOTAL FUND
MANAGEMENT OTHER OPERATING
FEES EXPENSES EXPENSES
---------- -------- ----------
<S> <C> <C> <C>
Putnam VT Growth and Income Fund................ 0.49% 0.05% 0.54%
Putnam VT High Yield Fund....................... 0.68% 0.08% 0.76%
Putnam VT Global Growth Fund.................... 0.60% 0.16% 0.76%
Putnam VT Money Market Fund (3)................. 0.45% 0.10% 0.55%
Putnam VT Global Asset Allocation Fund.......... 0.68% 0.15% 0.83%
Putnam VT U.S. Government and High Quality Bond
Fund......................................... 0.62% 0.07% 0.69%
Putnam VT Utilities Growth and Income Fund
(4).......................................... 0.69% 0.09% 0.78%
Putnam VT Voyager Fund.......................... 0.57% 0.06% 0.63%
Putnam VT Diversified Income Fund............... 0.70% 0.13% 0.83%
Putnam VT New Opportunities Fund................ 0.63% 0.09% 0.72%
Putnam VT Asia Pacific Growth Fund.............. 0.80% 0.43% 1.23%
Putnam VT International Growth Fund............. 0.80% 0.18% 0.98%
Putnam VT International Growth and Income
Fund......................................... 0.80% 0.17% 0.97%
Putnam VT International New Opportunities
Fund......................................... 1.20% 0.19% 1.39%
Putnam VT New Value Fund........................ 0.70% 0.13% 0.83%
Putnam VT Vista Fund............................ 0.65% 0.16% 0.81%
</TABLE>

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(1) Length of time from premium payment.

(2) The annual maintenance charge is a single $25 charge on a Contract. It is
deducted proportionally from the investment options in use at the time of
the charge. Pursuant to the requirements of the 1940 Act, the annual
maintenance fee has been reflected in the Examples by a method intended to
show the "average" impact of othe annual maintenance fee on an investment in
the Separate Account. The annual mainteance fee is deducted only whent he
accumulated value is less than $50,000. In the example, the annual
maintenacce fee is approximated as a 0.05% annual asset charge based on the
experience of the Contracts.

(3) Other expenses for Putnam VT Money Market Fund have been restated to reflect
the cost of certain insurance purchased by the Fund. See "Putnam VT Money
Market Fund -- Insurance" in the Fund's prospectus. Actual other expenses
and total Fund operating expenses were 0.08% and 0.53, respectively.

(4) On July 11, 1996, shareholders approved an increase in the fees payable to
Putnam Investment Management Inc. ("Putnam Management") under the Management
Contract for Putnam VT Utilites Growth and Income Fund. The management fees
and total expenses shown in the table have been restated to reflect the
increase. Actual management fees and total expenses were 0.64% and 0.71%,
respectively.

<PAGE>
6 HARTFORD LIFE INSURANCE COMPANY
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EXAMPLE--PCM I

<TABLE>
<CAPTION>
If you surrender your Contract If you annuitize your Contract If you do not surrender your
at the end of the applicable at the end of the applicable Contract, you would pay the
time period, you would pay the time period, you would pay the following expenses on a $1,000
following expenses on a $1,000 following expenses on a $1,000 investment, assuming a 5%
investment, assuming a 5% investment, assuming a 5% annual return on assets:
annual return on assets: annual return on assets:

SUB-ACCOUNT 1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- -------- ------ ------- ------- -------- ------ ------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PCM Growth and Income
Fund................... $ 70 $ 103 $ 128 $ 233 $ 20 $ 62 $ 108 $ 233 $ 20 $ 63 $ 108 $ 233
PCM High Yield Fund...... 73 110 140 257 22 69 119 256 23 70 120 257
PCM Global Growth Fund... 73 110 140 257 22 69 119 256 23 70 120 257
PCM Money Market Fund.... 70 103 128 232 20 62 107 232 20 63 108 232
PCM Global Asset
Allocation Fund........ 73 112 143 264 23 71 123 263 23 72 123 264
PCM U.S. Government and
High Quality Bond
Fund................... 72 108 136 249 21 67 115 249 22 68 116 249
PCM Utilities Growth and
Income Fund............ 73 110 141 259 22 70 120 258 23 70 121 259
PCM Voyager Fund......... 71 106 133 243 21 65 112 242 21 66 113 243
PCM Diversified Income
Fund................... 73 112 143 264 23 71 123 263 23 72 123 264
PCM New Opportunities
Fund................... 72 109 158 252 22 68 117 252 22 69 118 252
PCM Asia Pacific Growth
Fund................... 77 124 164 304 27 84 143 304 27 84 144 304
PCM International Growth
Fund................... 75 117 151 279 24 76 130 279 25 77 131 279
PCM International Growth
and Income Fund........ 75 116 150 278 24 76 130 278 25 76 130 278
PCM International New
Opportunities Fund..... 79 129 172 320 29 89 151 319 29 89 152 320
PCM New Value Fund....... 73 112 143 264 23 71 123 263 23 72 123 264
PCM Vista Fund........... 73 111 142 262 23 71 122 261 23 71 122 262
</TABLE>

The purpose of this table is to assist the Contract Owner in understanding
various costs and expenses that a Contract Owner will bear directly or
indirectly. The table reflects expenses of the Separate Account and underlying
Funds. Premium taxes may also be applicable.

This EXAMPLE should not be considered a representation of past or future
expenses and actual expenses may be greater or less than those shown.

<PAGE>
HARTFORD LIFE INSURANCE COMPANY 7
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PUTNAM CAPITAL MANAGER II
(FOR CONTRACTS ISSUED FROM SEPTEMBER 1, 1998 UNTIL APPROXIMATELY MAY 1, 1990)

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FEE TABLE
SUMMARY

Contract Owner Transaction Expenses
(All Sub-Accounts)

<TABLE>
<S> <C>
Sales Load Imposed on Purchases (as a percentage of premium
payments)...................................................... None
Exchange Fee...................................................... $ 0
Deferred Sales Load (as a percentage of purchase payments or
amount surrendered, as applicable)
First Year (1)................................................ 6%
Second Year................................................... 6%
Third Year.................................................... 6%
Fourth Year................................................... 6%
Fifth Year.................................................... 5%
Sixth Year.................................................... 4%
Seventh Year.................................................. 0%
Eighth Year................................................... 0%
Annual Contract Fee (2)........................................... $ 25
Annual Expenses-Separate Account (as a percentage of average
account value)
Mortality and Expense Risk.................................... 1.250%
Administration Fees........................................... 0.150%
Total..................................................... 1.400%
</TABLE>

Annual Fund Operating Expenses
(as a percentage of net assets)

- ------------------------------

(1) Length of time from premium payment.

(2) The annual maintenance charge is a single $25 charge on a Contract. It is
deducted proportionally from the investment options in use at the time of
the charge. Pursuant to the requirements of the 1940 Act, the annual
maintenance fee has been reflected in the Examples by a method intended to
show the "average" impact of the annual maintenance fee on an investment in
the Separate Account. The annual mainteance fee is deducted only when the
accumulated value is less than $50,000. In the example, the annual
maintenacce fee is approximated as a 0.05% annual asset charge based on the
experience of the Contracts.

(4) On July 11, 1996, shareholders approved an increase in the fees payable to
Putnam Investment Management Inc. ("Putnam Management") under the Management
Contract for Putnam VT Utilities Growth and Income Fund. The management fees
and total expenses shown in the table have been restated to reflect the
increase. Actual management fees and total expenses were 0.64% and 0.71%,
respectively.

<PAGE>
8 HARTFORD LIFE INSURANCE COMPANY
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PCM EXAMPLE--PCM II

SUB-ACCOUNT 1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- -------- ------ ------- ------- -------- ------ ------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PCM Growth and Income
Fund................... $ 80 $ 123 $ 158 $ 233 $ 20 $ 62 $ 108 $ 233 $ 20 $ 63 $ 108 $ 233
PCM High Yield Fund...... 83 130 170 257 22 69 119 256 23 70 120 257
PCM Global Growth Fund... 83 130 170 257 22 69 119 256 23 70 120 257
PCM Money Market Fund.... 80 123 158 232 20 62 107 232 20 63 108 232
PCM Global Asset
Allocation Fund........ 83 132 173 264 23 71 123 263 23 72 123 264
PCM U.S. Government and
High Quality Bond
Fund................... 82 128 166 249 21 67 115 249 22 68 116 249
PCM Utilities Growth and
Income Fund............ 83 130 171 259 22 70 120 258 23 70 121 259
PCM Voyager Fund......... 81 126 163 243 21 65 112 242 21 66 113 243
PCM Diversified Income
Fund................... 83 132 173 264 23 71 123 263 23 72 123 264
PCM New Opportunities
Fund................... 82 129 178 252 22 68 117 252 22 69 118 252
PCM Asia Pacific Growth
Fund................... 87 144 194 304 27 84 143 304 27 84 144 304
PCM International Growth
Fund................... 85 137 181 279 24 76 130 279 25 77 131 279
PCM International Growth
and Income Fund........ 85 136 180 278 24 76 130 278 25 76 130 278
PCM International New
Opportunities Fund..... 89 149 202 320 29 89 151 319 29 89 152 320
PCM New Value Fund....... 83 132 173 264 23 71 123 263 23 72 123 264
PCM Vista Fund........... 83 131 172 262 23 71 122 261 23 71 122 262
</TABLE>

This EXAMPLE should not be considered a representation of past or future
expenses and actual expenses may be greater or less than those shown.

<PAGE>
HARTFORD LIFE INSURANCE COMPANY 9
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PUTNAM CAPITAL MANAGER III
(FOR CONTRACTS ISSUED FROM MAY 1, 1990 UNTIL APPROXIMATELY JUNE 22, 1994)

- --------------------------------------------------------------------------------

FEE TABLE
SUMMARY

Contract Owner Transaction Expenses
(All Sub-Accounts)

<TABLE>
<S> <C>
Sales Load Imposed on Purchases (as a percentage of premium
payments)...................................................... None
Exchange Fee...................................................... $ 0
Deferred Sales Load (as a percentage of purchase payments or
amount surrendered, as applicable)
First Year (1)................................................ 7%
Second Year................................................... 6%
Third Year.................................................... 5%
Fourth Year................................................... 4%
Fifth Year.................................................... 3%
Sixth Year.................................................... 2%
Seventh Year.................................................. 1%
Eighth Year................................................... 0%
Annual Contract Fee (2)........................................... $ 25
Annual Expenses-Separate Account (as a percentage of average
account value)
Mortality and Expense Risk.................................... 1.250%
Administration Fees........................................... 0.150%
Total..................................................... 1.400%
</TABLE>

Annual Fund Operating Expenses
(as a percentage of net assets)

- ------------------------------

(1) Length of time from premium payment.

<PAGE>
10 HARTFORD LIFE INSURANCE COMPANY
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EXAMPLE--PCM III

SUB-ACCOUNT 1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- -------- ------ ------- ------- -------- ------ ------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PCM Growth and Income
Fund................... $ 90 $ 113 $ 138 $ 233 $ 20 $ 62 $ 108 $ 233 $ 20 $ 63 $ 108 $ 233
PCM High Yield Fund...... 93 120 150 257 22 69 119 256 23 70 120 257
PCM Global Growth Fund... 93 120 150 257 22 69 119 256 23 70 120 257
PCM Money Market Fund.... 90 113 138 232 20 62 107 232 20 63 108 232
PCM Global Asset
Allocation Fund........ 93 122 153 264 23 71 123 263 23 72 123 264
PCM U.S. Government and
High Quality Bond
Fund................... 92 118 146 249 21 67 115 249 22 68 116 249
PCM Utilities Growth and
Income Fund............ 93 120 151 259 22 70 120 258 23 70 121 259
PCM Voyager Fund......... 91 116 143 243 21 65 112 242 21 66 113 243
PCM Diversified Income
Fund................... 93 122 153 264 23 71 123 263 23 72 123 264
PCM New Opportunities
Fund................... 92 119 168 252 22 68 117 252 22 69 118 252
PCM Asia Pacific Growth
Fund................... 97 134 174 304 27 84 143 304 27 84 144 304
PCM International Growth
Fund................... 95 127 161 279 24 76 130 279 25 77 131 279
PCM International Growth
and Income Fund........ 95 126 160 278 24 76 130 278 25 76 130 278
PCM International New
Opportunities Fund..... 99 139 182 320 29 89 151 319 29 89 152 320
PCM New Value Fund....... 93 122 153 264 23 71 123 263 23 72 123 264
PCM Vista Fund........... 93 121 152 262 23 71 122 261 23 71 122 262
</TABLE>

This EXAMPLE should not be considered a representation of past or future
expenses and actual expenses may be greater or less than those shown.

<PAGE>
HARTFORD LIFE INSURANCE COMPANY 11
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ACCUMULATION UNIT VALUES

(FOR AN ACCUMULATION UNIT OUTSTANDING THROUGHOUT THE PERIOD)

The following information, insofar as it relates to the period ended
December 31, 1996, has been examined by Arthur Andersen LLP, independent public
accountants, whose report thereon is included in the Statement of Additional
Information, which is incorporated by reference into this Prospectus. PCM
International Growth Fund, PCM International Growth and Income Fund, PCM
International New Opportunities Fund, PCM New Value Fund, and PCM Vista Fund are
Sub-Accounts which were established on January 2, 1997. Therefore, no financial
data is shown below.

<TABLE>
<CAPTION>
1996 1995 1994 1993 1992 1991 1990
------- ------- ------- ------- ------- ------- -------
PCM ASIA PACIFIC GROWTH FUND
SUB-ACCOUNT (A)
<S> <C> <C> <C> <C> <C> <C> <C>
Accumulation unit value at beginning of period............ $10.135 $10,000 -- -- -- -- --
Accumulation unit value at end of period.................. $10.903 $10.135 -- -- -- -- --
Number accumulation units outstanding at end of period (in
thousands)............................................... 4,437 1,040 -- -- -- -- --
PCM DIVERSIFIED INCOME FUND
SUB-ACCOUNT (B)
Accumulation unit value at beginning of period............ $11.302 $9.622 $10.188 $10.000 -- -- --
Accumulation unit value at end of period.................. $12.127 $11.302 $9.622 $10.188 -- -- --
Number accumulation units outstanding at end of period (in
thousands)............................................... 20,955 14,967 13,403 4,428 -- -- --
PCM GLOBAL ASSET ALLOCATION FUND
SUB-ACCOUNT (C)
Accumulation unit value at beginning of period............ $20.087 $16.355 $16.988 $14.665 $13.992 $11.922 $12.068
Accumulation unit value at end of period.................. $22.902 $20.087 $16.355 $16.988 $14.665 $13.992 $11.922
Number accumulation units outstanding at end of period (in
thousands)............................................... 17,521 16,019 16,507 12,914 8,580 5,829 4,300
PCM GLOBAL GROWTH FUND
SUB-ACCOUNT (D)
Accumulation unit value at beginning of period............ $14.963 $13.119 $13.432 $10.289 $10.472 $9.233 $10.000
Accumulation unit value at end of period.................. $17.294 $14.963 $13.119 $13.432 $10.289 $10.472 $9.233
Number accumulation units outstanding at end of period (in
thousands)............................................... 36,757 29,701 30,285 17,711 7,638 3,800 1,405
PCM GROWTH AND INCOME FUND
SUB-ACCOUNT (C)
Accumulation unit value at beginning of period............ $27.201 $20.178 $20.390 $18.096 $16.720 $14.243 $14.166
Accumulation unit value at end of period.................. $32.703 $27.201 $20.178 $20.390 $18.096 $16.720 $14.243
Number accumulation units outstanding at end of period (in
thousands)............................................... 96,383 76,865 67,016 53,464 32,856 19,420 10,888
PCM HIGH YIELD FUND
SUB-ACCOUNT (C)
Accumulation unit value at beginning of period............ $20.390 $17.476 $17.890 $15.173 $12.932 $9.055 $10.200
Accumulation unit value at end of period.................. $22.682 $20.390 $17.476 $17.890 $15.173 $12.932 $9.055
Number accumulation units outstanding at end of period (in
thousands)............................................... 16,479 13,646 11,462 11,174 7,076 3,296 2,072
PCM MONEY MARKET FUND
SUB-ACCOUNT (C)
Accumulation unit value at beginning of period............ $1.379 $1.325 $1.294 $1.277 $1.250 $1.197 $1.124
Accumulation unit value at end of period.................. $1.429 $1.379 $1.325 $1.294 $1.277 $1.250 $1.197
Number accumulation units outstanding at end of period (in
thousands)............................................... 140,033 107,934 144,950 86,677 80,182 62,638 64,849
PCM NEW OPPORTUNITIES FUND
SUB-ACCOUNT (E)
Accumulation unit value at beginning of period............ $15.312 $10.718 $10.000 -- -- -- --
Accumulation unit value at end of period.................. $16.635 $15.312 $10.718 -- -- -- --
Number accumulation units outstanding at end of period (in
thousands)............................................... 38,289 15,860 3,681 -- -- -- --
PCM U.S. GOVERNMENT AND HIGH QUALITY BOND FUND
SUB-ACCOUNT (C)
Accumulation unit value at beginning of period............ $18.448 $15.533 $16.277 $14.833 $13.994 $12.100 $11.414
Accumulation unit value at end of period.................. $18.631 $18.448 $15.533 $16.277 $14.833 $13.994 $12.100
Number accumulation units outstanding at end of period (in
thousands)............................................... 29,395 30,489 33,516 37,806 27,611 16,368 8,107
PCM UTILITIES GROWTH AND INCOME FUND
SUB-ACCOUNT (F)
Accumulation unit value at beginning of period............ $14.075 $10.889 $11.876 $10.618 $10.000 -- --
Accumulation unit value at end of period.................. $16.072 $14.075 $10.889 $11.876 $10.618 -- --
Number accumulation units outstanding at end of period (in
thousands)............................................... 23,096 22,892 23,090 26,176 5,956 -- --
PCM VOYAGER FUND
SUB-ACCOUNT (C)
Accumulation unit value at beginning of period............ $32.520 $23.445 $23.530 $20.102 $18.472 $12.822 $13.272
Accumulation unit value at end of period.................. $36.228 $32.520 $23.445 $23.530 $20.102 $18.472 $12.822
Number accumulation units outstanding at end of period (in
thousands)............................................... 45,912 36,379 29,315 21,915 14,667 8,419 3,714

<CAPTION>
1989 1988
------- -------
PCM ASIA PACIFIC GROWTH FUND
SUB-ACCOUNT (A)
<S> <C> <C>
Accumulation unit value at beginning of period............ -- --
Accumulation unit value at end of period.................. -- --
Number accumulation units outstanding at end of period (in
thousands)............................................... -- --
PCM DIVERSIFIED INCOME FUND
SUB-ACCOUNT (B)
Accumulation unit value at beginning of period............ -- --
Accumulation unit value at end of period.................. -- --
Number accumulation units outstanding at end of period (in
thousands)............................................... -- --
PCM GLOBAL ASSET ALLOCATION FUND
SUB-ACCOUNT (C)
Accumulation unit value at beginning of period............ $10.545 $10.000
Accumulation unit value at end of period.................. $12.068 $10.545
Number accumulation units outstanding at end of period (in
thousands)............................................... 3,293 2,274
PCM GLOBAL GROWTH FUND
SUB-ACCOUNT (D)
Accumulation unit value at beginning of period............ -- --
Accumulation unit value at end of period.................. -- --
Number accumulation units outstanding at end of period (in
thousands)............................................... -- --
PCM GROWTH AND INCOME FUND
SUB-ACCOUNT (C)
Accumulation unit value at beginning of period............ $11.848 $10.000
Accumulation unit value at end of period.................. $14.166 $11.848
Number accumulation units outstanding at end of period (in
thousands)............................................... 7,037 2,187
PCM HIGH YIELD FUND
SUB-ACCOUNT (C)
Accumulation unit value at beginning of period............ $10.624 $10.000
Accumulation unit value at end of period.................. $10.200 $10.624
Number accumulation units outstanding at end of period (in
thousands)............................................... 2,680 1,82
PCM MONEY MARKET FUND
SUB-ACCOUNT (C)
Accumulation unit value at beginning of period............ $1.045 $1.000
Accumulation unit value at end of period.................. $1.124 $1.045
Number accumulation units outstanding at end of period (in
thousands)............................................... 21,986 13,212
PCM NEW OPPORTUNITIES FUND
SUB-ACCOUNT (E)
Accumulation unit value at beginning of period............ -- --
Accumulation unit value at end of period.................. -- --
Number accumulation units outstanding at end of period (in
thousands)............................................... -- --
PCM U.S. GOVERNMENT AND HIGH QUALITY BOND FUND
SUB-ACCOUNT (C)
Accumulation unit value at beginning of period............ $10.150 $10.000
Accumulation unit value at end of period.................. $11.414 $10.150
Number accumulation units outstanding at end of period (in
thousands)............................................... 5,399 2,786
PCM UTILITIES GROWTH AND INCOME FUND
SUB-ACCOUNT (F)
Accumulation unit value at beginning of period............ -- --
Accumulation unit value at end of period.................. -- --
Number accumulation units outstanding at end of period (in
thousands)............................................... -- --
PCM VOYAGER FUND
SUB-ACCOUNT (C)
Accumulation unit value at beginning of period............ $10.170 $10.000
Accumulation unit value at end of period.................. $13.272 $10.170
Number accumulation units outstanding at end of period (in
thousands)............................................... 2,968 762
</TABLE>

(a) Inception date May 1, 1995

(b) Inception date September 15, 1993

(d) Inception date May 1, 1990

(e) Inception date May 2, 1994

(f) Inception date May 4, 1992

<PAGE>
12 HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------

- -------------------------------------------
SUMMARY

WHAT IS THE CONTRACT AND HOW MAY I PURCHASE ONE?

The Contract offered is a tax deferred Variable Annuity Contract (see
"Taxation of Annuities in General," page 25). Generally, the Contract is
purchased by completing an application or an order to purchase a Contract and
submitting it, along with the initial Premium Payments, to Hartford for its
approval. The minimum initial Premium Payment is $1,000 with a minimum
allocation to any Fund of $500. Certain plans may make smaller initial and
subsequent periodic premium payments. Subsequent Premium Payments, if made, must
be a minimum of $500. Generally, a Contract Owner may exercise his right to
cancel the contract within 10 days of delivery of the Contract by returning the
Contract to Hartford at its Home Office. If the Contract Owner exercises his
right to cancel, Hartford will return either the contract value on the original
premium payments to the contract owner. The duration of the right to cancel
period and Hartford's obligation to either return the contract value on the
original premium will depend on state law. (See "Right to Cancel Period," page
15.)

For a description of Contracts issued from October 15, 1986 until
approximately September 1, 1988 (Putnam Capital Manager I), see Appendix I
commencing on page 31.

For a description of Contracts issued from September 1, 1988 until May 1,
1990 (Putnam Capital Manager II) see Appendix II commencing on page 32.

WHO MAY PURCHASE THE CONTRACT?

Any individual, group or trust may purchase the Contract, including any
trustee or custodian for a retirement plan which qualifies for special federal
tax treatment under the Internal Revenue Code including individual retirement
annuities ("Qualified Contracts"). These Contracts are also available for IRA's.
(See "Federal Tax Considerations" commencing on page 25 and Appendix III
commencing on page 33.)

WHAT TYPES OF INVESTMENTS ARE AVAILABLE UNDER THE CONTRACT?

The underlying investments for the Contract are shares of Putnam Variable
Trust, an open-end series investment company with multiple portfolios ("the
Funds") as follows: Putnam VT Asia Pacific Growth Fund, Putnam VT Diversified
Income Fund, Putnam VT Global Asset Allocation Fund, Putnam VT Global Growth
Fund, Putnam VT Growth and Income Fund, Putnam VT High Yield Fund, Putnam VT
International Growth Fund, Putnam VT International Growth and Income Fund,
Putnam VT International New Opportunities Fund, Putnam VT Money Market Fund,
Putnam VT New Opportunities Fund, Putnam VT New Value Fund, Putnam VT U.S.
Government and High Quality Bond Fund, Putnam VT Utilities Growth and Income
Fund, Putnam VT Vista Fund, Putnam VT Voyager Fund, and such other Funds as
shall be offered from time to time, and the Fixed Account, or a combination of
the Funds and the Fixed Account. (See "The Funds" commencing on page 16 and "The
Fixed Account" commencing on page 15.)

WHAT ARE THE CHARGES UNDER THE CONTRACTS?

SALES EXPENSES

There is no deduction for sales expenses from Premium Payments when made.
However, a contingent deferred sales charge may be assessed against Contract
Values when they are surrendered. (See "Contingent Deferred Sales Charges"
commencing on page 21.)

The length of time from receipt of a Premium Payment to the time of
surrender determines the contingent deferred sales charge. For this purpose,
Premium Payments will be deemed to be surrendered in the order in which they are
received and all surrenders will be first from Premium Payments and then from
other Contract values. The charge is a percentage of the amount withdrawn (not
to exceed the aggregate amount of the Premium Payments made). The charge is as
follows:

<TABLE>
<CAPTION>
CHARGE
- -------------- LENGTH OF TIME
FROM PREMIUM PAYMENT
----------------------
(NUMBER OF YEARS)
<C> <S>
7% 1
6% 2
5% 3
4% 4
3% 5
2% 6
1% 7
0% 8 or more
</TABLE>

No contingent deferred sales charge will be assessed in the event of death
of the Annuitant or Contract Owner, or upon the exercise of the withdrawal
privilege or if Contract Values are applied to an Annuity option provided for
under the Contract (except that a surrender out of Annuity Option Four will be
subject to a contingent deferred sales charge where applicable). (See
"Contingent Deferred Sales Charges" commencing on page 21.)

FREE WITHDRAWAL PRIVILEGE

Withdrawals of up to 10% per Contract Year, on a noncumulative basis, of the
Premium Payments made to a Contract may be made without the imposition of the
contingent deferred sales charge. (See "Contingent Deferred Sales Charges"
commencing on page 21.) Certain plans or programs may have different withdrawal
privileges.

MORTALITY AND EXPENSE RISKS

For assuming the mortality and expense risks under the Contract, Hartford
will impose a 1.25% per annum charge against all Contract Values held in the
Sub-Accounts. (See "Mortality and Expense Risk Charge," page 22.)

<PAGE>
HARTFORD LIFE INSURANCE COMPANY 13
- --------------------------------------------------------------------------------

ANNUAL ADMINISTRATION AND MAINTENANCE FEE

The Contract provides for administration and Contract maintenance charges.
For administration, the charge is .15% per annum against all Contract Values
held in the Separate Account. For Contract maintenance, the charge is $30
annually. (See "Administration and Maintenance Fees," page 22.) Contracts with a
Contract Value of $50,000 or more at time of Contract Anniversary will not be
assessed this fee.

PREMIUM TAXES

A deduction will be made for Premium Taxes for Contracts sold in certain
states. (See "Premium Taxes," page 23.)

CHARGES BY THE FUNDS

The Funds are subject to certain fees, charges and expenses. (See the
prospectus for the Trust accompanying this Prospectus.)

CAN I GET MY MONEY IF I NEED IT?

Subject to any applicable charges, the Contract may be surrendered, or
portions of the value of such Contract may be withdrawn, at any time prior to
the Annuity Commencement Date. However, if less than $500 remains in a Contract
as a result of a withdrawal, Hartford may terminate the Contract in its
entirety. (See "Redemption/Surrender of a Contract," page 19.)

DOES THE CONTRACT PAY ANY DEATH BENEFITS?

A Death Benefit is provided in the event of death of the Annuitant or
Contract Owner or Joint Contract Owner prior to age 85 and before Annuity
payments have commenced. (See "Death Benefit," page 20.)

WHAT ARE THE AVAILABLE ANNUITY OPTIONS UNDER THE CONTRACT?

There are five available Annuity options under the Contract which are
described on page 23. The Annuity Commencement Date may not be deferred beyond
the Annuitant's 90th birthday except in certain states where the Annuity
Commencement Date may not be deferred beyond the Annuitant's 85th birthday. If a
Contract Owner does not elect otherwise, the Contract Value less applicable
premium taxes will be applied on the Annuity Commencement Date under the second
option to provide a life annuity with 120 monthly payments certain.

DOES THE CONTRACT OWNER HAVE ANY VOTING RIGHTS UNDER THE CONTRACT?

Contract Owners will have the right to vote on matters affecting an
underlying Fund to the extent that proxies are solicited by such Fund. If a
Contract Owner does not vote, Hartford shall vote such interests in the same
proportion as shares of the Fund for which instructions have been received by
Hartford. (See "Voting Rights," page 29.)

- ---------------------------------------------------
PERFORMANCE RELATED
INFORMATION

The Separate Account may advertise certain performance related information
concerning its Sub-Accounts. Performance information about a Sub-Account is
based on the Sub-Account's past performance only and is no indication of future
performance.

PCM Asia Pacific Growth Fund, PCM Diversified Income Fund, PCM Global Asset
Allocation Fund, PCM Global Growth Fund, PCM Growth and Income Fund, PCM High
Yield Fund, PCM International Growth Fund, PCM International Growth & Income
Fund, PCM International New Opportunities Fund, PCM Money Market Fund, PCM New
Opportunities Fund, PCM New Value Fund, PCM U.S. Government and High Quality
Bond Fund, PCM Utilities Growth and Income Fund, PCM Vista Fund and PCM Voyager
Fund Sub-Accounts may include total return in advertisements or other sales
material.

When a Sub-Account advertises its total return, it will usually be
calculated for one year, five years, and ten years or some other relevant
periods if the Sub-Account has not been in existence for at least ten years.
Total return is measured by comparing the value of an investment in the
Sub-Account at the beginning of the relevant period to the value of the
investment at the end of the period (assuming the deduction of any contingent
deferred sales charge which would be payable if the investment were redeemed at
the end of the period).

PCM Diversified Income Fund, PCM Growth and Income Fund, PCM International
Growth and Income Fund, PCM High Yield Fund and PCM U.S. Government and High
Quality Bond Fund Sub-Accounts may advertise yield in addition to total return.
The yield will be computed in the following manner: The net investment income
per unit earned during a recent one month period is divided by the unit value on
the last day of the period. This figure reflects the recurring charges at the
Separate Account level including the Contract Maintenance Fee.

PCM Money Market Fund Sub-Account may advertise yield and effective yield.
The yield of a Sub-Account is based upon the income earned by the Sub-Account
over a seven-day period and then annualized, i.e., the income earned in the
period is assumed to be earned every seven days over a 52-week period and stated
as a percentage of the investment. Effective yield is calculated similarly but
when annualized, the income earned by the investment is assumed to be reinvested
in Sub-Account units and thus compounded in the course of a 52-week period.
Yield reflects the recurring charges at the Separate Account level including the
Contract Maintenance Fee.

<PAGE>
14 HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------

Total return at the Separate Account level includes all Contract charges:
sales charges, mortality and expense risk charges, and the Contract Maintenance
Fee, and is therefore lower than total return at the Fund level, with no
comparable charges. Likewise, yield at the Separate Account level includes all
recurring charges (except sales charges), and is therefore lower than yield at
the Fund level, with no comparable charges.

Hartford may provide information on various topics to Contract Owners and
prospective Contract Owners in advertising, sales literature or other materials.
These topics may include the relationship between sectors of the economy and the
economy as a whole and its effect on various securities markets, investment
strategies and techniques (such as value investing, dollar cost averaging and
asset allocation), the advantages and disadvantages of investing in tax-
advantaged and taxable instruments, customer profiles and hypothetical purchase
scenarios, financial management and tax and retirement planning, and other
investment alternatives, including comparisons between the Contracts and the
characteristics of and market for such alternatives.

- ---------------------------------------------------
INTRODUCTION

This Prospectus has been designed to provide you with the necessary
information to make a decision on purchasing a tax deferred Variable Annuity
Contract offered by Hartford and funded by the Fixed Account and/or a series of
the Putnam Separate Account. Please read the Glossary of Special Terms on pages
3 and 4 prior to reading this Prospectus to familiarize yourself with the terms
being used.

- ---------------------------------------------------
THE CONTRACT

The Putnam Capital Manager Plan is a tax deferred Variable Annuity Contract.
Payments for the Contract will be held in the Fixed Account and/or a series of
the Putnam Separate Account. Initially there are no deductions from your Premium
Payments (except for Premium Taxes, if applicable) so your entire Premium
Payment is put to work in the investment Sub-Account(s) of your choice or the
Fixed Account. Each Sub-Account invests in a different underlying Fund with its
own distinct investment objectives. You pick the Sub-Account(s) with the
investment objectives that meet your needs. You may select one or more Sub-
Accounts and/or the Fixed Account and determine the percentage of your Premium
Payment that is put into a Sub-Account or the Fixed Account. You may also
transfer assets among the Sub-Accounts and the Fixed Account so that your
investment program meets your specific needs over time. There are minimum
requirements for investing in each Sub-Account and the Fixed Account which are
described later in this Prospectus. In addition, there are certain other
limitations on withdrawals and transfers of amounts in the Sub-Accounts and the
Fixed Account as described in this Prospectus. See "Charges Under the Contract,"
page 21, for a description of the charges for redeeming a Contract and other
charges made under the Contract.

Generally, the Contract contains the five optional forms of Annuity
described later in this Prospectus. Options 2, 4 and 5 are available with
respect to Qualified Contracts only if the guaranteed payment period is less
than the life expectancy of the Annuitant at the time the option becomes
effective. Such life expectancy shall be computed on the basis of the mortality
table prescribed by the IRS, or if none is prescribed, the mortality table then
in use by Hartford.

The Contract Owner may select an Annuity Commencement Date and an Annuity
option which may be on a fixed or variable basis, or a combination thereof. The
Annuity Commencement Date may not be deferred beyond the Annuitant's 90th
birthday except in certain states where the Annuity Commencement Date may not be
deferred beyond the Annuitant's 85th birthday.

The Annuity Commencement Date and/or the Annuity option may be changed from
time to time, but any such change must be made at least 30 days prior to the
date on which payments are scheduled to begin. If you do not elect otherwise,
payments will begin at the Annuitant's age 90 under Option 2 with 120 monthly
payments certain (Option 1 for Contracts issued in Texas).

When an Annuity is effected under a Contract, unless otherwise specified,
Contract Values held in the Sub-Accounts will be applied to provide a Variable
Annuity based on the pro rata amount in the various Sub-Accounts. Fixed Account
Contract Values will be applied to provide a Fixed Annuity. Variable Annuity
payments will vary in accordance with the investment performance of the
Sub-Accounts you have selected. The Contract allows the Contract Owner to change
the Sub-Accounts on which variable payments are based after payments have
commenced once every three (3) months. Any Fixed Annuity allocation may not be
changed.

The Contract offered under this Prospectus may be purchased by any
individual ("Non-Qualified Contract") or by an individual, trustee or custodian
for a retirement plan qualified under Sections 401(a) or 403(a) of the Internal
Revenue Code; annuity purchase plans adopted by public school systems and
certain tax-exempt organizations according to Section 403(b) of the Internal
Revenue Code; Individual Retirement Annuities adopted according to Section 408
of the Internal Revenue Code; employee pension plans established for employees
by a state, a political subdivision of a state, or an agency or instrumentality
of either a state or a political subdivision of a state, and certain eligible
deferred compensation plans as defined in Section 457 of the Internal Revenue
Code ("Qualified Contracts").
<PAGE>
HARTFORD LIFE INSURANCE COMPANY 15
- --------------------------------------------------------------------------------

- ---------------------------------------------------
RIGHT TO CANCEL PERIOD

If you are not satisfied with your purchase you may surrender the Contract
by returning it within ten days (or longer in some states) after you receive it.
A written request for cancellation must accompany the Contract. In such event,
Hartford will, without deduction for any charges normally assessed thereunder,
pay you an amount equal to the Contract Value on the date of receipt of the
request for cancellation. You bear the investment risk during the period prior
to the Company's receipt of request for cancellation. Hartford will refund the
premium paid only for individual retirement annuities (if returned within seven
days of receipt) and in those states where required by law.

- ---------------------------------------------------
THE SEPARATE ACCOUNT

The Separate Account was established on June 22, 1987, in accordance with
authorization by the Board of Directors of Hartford. It is the Separate Account
in which Hartford sets aside and invests the assets attributable to variable
annuity Contracts, including the Contracts sold under this Prospectus. Although
the Separate Account is an integral part of Hartford, it is registered as a unit
investment trust under the Investment Company Act of 1940. This registration
does not, however, involve supervision by the Commission of the management or
the investment practices or policies of the Separate Account or Hartford. The
Separate Account meets the definition of "separate account" under federal
securities law.

Under Connecticut law, the assets of the Separate Account attributable to
the Contracts offered under this Prospectus are held for the benefit of the
owners of, and the persons entitled to payments under, those Contracts. Income,
gains, and losses, whether or not realized, from assets allocated to the
Separate Account, are, in accordance with the Contracts, credited to or charged
against the Separate Account. Also, the assets in the Separate Account are not
chargeable with liabilities arising out of any other business Hartford may
conduct. So, Contract Values allocated to the Sub-Accounts will not be affected
by the rate of return of Hartford's General Account, nor by the investment
performance of any of Hartford's other separate accounts. However, the
obligations arising under the Contracts are general obligations of Hartford.

Your investment in the Separate Account is allocated to one or more
Sub-Accounts as per your specifications. Each Sub-Account is invested
exclusively in the shares of one underlying Fund. Net Premium Payments and
proceeds of transfers between Funds are applied to purchase shares in the
appropriate Fund at net asset value determined as of the end of the Valuation
Period during which the payments were received or the transfer made. All
distributions from the Funds are reinvested at net asset value. The value of
your investment will therefore vary in accordance with the net income and the
market value of the portfolios of the underlying Fund(s). During the Variable
Annuity payout period, both your Annuity payments and reserve values will vary
in accordance with these factors.

Hartford does not guarantee the investment results of the Funds or any of
the underlying investments. There is no assurance that the value of a Contract
during the years prior to retirement or the aggregate amount of the Variable
Annuity payments will equal the total of Premium Payments made under the
Contract. Since each underlying Fund has different investment objectives and
policies, each is subject to different risks. These risks are more fully
described in the accompanying Trust Prospectus.

Hartford reserves the right, subject to compliance with the law, to
substitute the shares of any other registered investment company for the shares
of any Fund held by the Separate Account. Substitution may occur only if shares
of the Fund(s) become unavailable or if there are changes in applicable law or
interpretations of law. Current law requires notification to you of any such
substitution and approval of the Commission.

The Separate Account may be subject to liabilities arising from a Series of
the Separate Account whose assets are attributable to other variable annuity
Contracts or variable life insurance policies offered by the Separate Account
which are not described in this Prospectus.

- ---------------------------------------------------
THE FIXED ACCOUNT

THAT PORTION OF THE CONTRACT RELATING TO THE FIXED ACCOUNT IS NOT REGISTERED
UNDER THE SECURITIES ACT OF 1933 ("1933 ACT") AND THE FIXED ACCOUNT IS NOT
REGISTERED AS AN INVESTMENT COMPANY UNDER THE INVESTMENT COMPANY ACT OF 1940
("1940 ACT"). ACCORDINGLY, NEITHER THE FIXED ACCOUNT NOR ANY INTERESTS THEREIN
ARE SUBJECT TO THE PROVISIONS OR RESTRICTIONS OF THE 1933 ACT OR THE 1940 ACT,
AND THE DISCLOSURE REGARDING THE FIXED ACCOUNT HAS NOT BEEN REVIEWED BY THE
STAFF OF THE SECURITIES AND EXCHANGE COMMISSION. THE FOLLOWING DISCLOSURE ABOUT
THE FIXED ACCOUNT MAY BE SUBJECT TO CERTAIN GENERALLY APPLICABLE PROVISIONS OF
THE FEDERAL SECURITIES LAWS REGARDING THE ACCURACY AND COMPLETENESS OF
DISCLOSURE.

Premium Payments and Contract Values allocated to the Fixed Account become a
part of the general assets of Hartford. Hartford invests the assets of the
General Account

<PAGE>
16 HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------

in accordance with applicable laws governing investments of Insurance Company
General Accounts.

Currently, Hartford guarantees that it will credit interest at a rate of not
less than 3% per year, compounded annually, to amounts allocated to the Fixed
Account under the Contracts. However, Hartford Life reserves the right to change
the rate according to state insurance law. Hartford may credit interest at a
rate in excess of 3% per year; however, Hartford Life is not obligated to credit
any interest in excess of 3% per year. There is no specific formula for the
determination of excess interest credits. Some of the factors that the Company
may consider in determining whether to credit excess interest to amounts
allocated to the Fixed Account and the amount thereof, are general economic
trends, rates of return currently available and anticipated on the Company's
investments, regulatory and tax requirements and competitive factors. ANY
INTEREST CREDITED TO AMOUNTS ALLOCATED TO THE FIXED ACCOUNT IN EXCESS OF 3% PER
YEAR WILL BE DETERMINED IN THE SOLE DISCRETION OF THE COMPANY. THE OWNER ASSUMES
THE RISK THAT INTEREST CREDITED TO FIXED ACCOUNT ALLOCATIONS MAY NOT EXCEED THE
MINIMUM GUARANTEE OF 3% FOR ANY GIVEN YEAR.

- ---------------------------------------------------
THE COMPANY

Hartford Life Insurance Company ("Hartford") is a stock life insurance
company engaged in the business of writing health and life insurance, both
individual and group, in all states of the United States and the District of
Columbia. Hartford was originally incorporated under the laws of Massachusetts
on June 5, 1902, and was subsequently redomiciled to Connecticut. Its offices
are located in Simsbury, Connecticut; however, its mailing address is P.O. Box
2999, Hartford, CT 06104-2999. Hartford is a subsidiary of Hartford Fire
Insurance Company, one of the largest multiple lines insurance carriers in the
United States. Hartford is ultimately owned by ITT Hartford Group, Inc., a
Delaware corporation. Subject to shareholder approval on May 2, 1997, the name
of ITT Hartford Group, Inc. will change to The Hartford Financial Services
Group, Inc.

Hartford is rated A+ (superior) by A.M. Best and Company, Inc., on the basis
of its financial soundness and operating performance. Hartford is rated AA by
Standard & Poor's and AA+ by Duff and Phelps on the basis of its claims paying
ability. These ratings do not apply to the investment performance of the
Sub-Accounts of the Separate Account. The ratings apply to Hartford's ability to
meet its insurance obligations, including those described in this Prospectus.

- ---------------------------------------------------
THE FUNDS

The underlying investment for the Contracts are shares of Putnam Variable
Trust, an open-end diversified series investment company with multiple
portfolios ("Funds"). The underlying Funds corresponding to each Sub-Account and
their investment objectives are described below. Hartford reserves the right,
subject to compliance with the law, to offer additional funds with differing
investment objectives. The Funds may not be available in all states.

PUTNAM VT ASIA PACIFIC GROWTH FUND

Seeks capital appreciation by investing primarily in securities of companies
located in Asia and in the Pacific Basin. The fund's investments will normally
include common stocks, preferred stocks, securities convertible into common
stocks or preferred stocks, and warrants to purchase common stocks or preferred
stocks.

PUTNAM VT DIVERSIFIED INCOME FUND

Seeks high current income consistent with capital preservation by investing
in the following three sectors of the fixed income securities markets: a U.S.
Government Sector, a High Yield Sector (which invests primarily in what are
commonly known as "junk bonds"), and an International Sector. See the special
considerations for investments in high yield securities described in the Fund
prospectus.

PUTNAM VT GLOBAL ASSET ALLOCATION FUND

Seeks a high level of long-term total return consistent with preservation of
capital by investing in U.S. equities, international equities, U.S. fixed income
securities, and international fixed income securities.

PUTNAM VT GLOBAL GROWTH FUND

Seeks capital appreciation through a globally diversified portfolio of
common stocks.

PUTNAM VT GROWTH AND INCOME FUND

Seeks capital growth and current income by investing primarily in common
stocks that offer potential for capital growth, current income, or both.

PUTNAM VT HIGH YIELD FUND

Seeks high current income and, when consistent with this objective, a
secondary objective of capital growth, by investing primarily in high-yielding,
lower-rated fixed income securities, constituting a portfolio which Putnam
Management believes does not involve undue risk to income or principal. See the
special considerations for investments in high yield securities described in the
Fund prospectus.

<PAGE>
HARTFORD LIFE INSURANCE COMPANY 17
- --------------------------------------------------------------------------------

PUTNAM VT INTERNATIONAL GROWTH FUND

Seeks capital appreciation by investing primarily in equity securities of
companies located in a country other than the United States.

PUTNAM VT INTERNATIONAL GROWTH AND INCOME FUND

Seeks capital growth, and a secondary objective if high current income, by
investing primarily in common stocks that offer potential for capital growth and
may, when consistent with its investment objectives, invest in common stocks
that offer potential for current income. Under normal market conditions, the
fund expects to invest substantially all of its assets in securities principally
traded on markets outside the United States.

PUTNAM VT INTERNATIONAL NEW OPPORTUNITIES FUND

Seeks long term capital appreciation by investing in companies that have
above-average growth prospects due to the fundamental growth of their market
sector. Under normal market conditions, the fund expects to invest substantially
all of its total assets other than cash or short-term investments held pending
investment, in common stocks, preferred stocks, convertible preferred stocks,
covertible bonds and other equity securities principally traded in securities
markets outside the United States.

PUTNAM VT MONEY MARKET FUND

Seeks as high a rate of current income as Putnam Management believes is
consistent with preservation of capital and maintenance of liquidity by
investing in high-quality money market instruments.

PUTNAM VT NEW OPPORTUNITIES FUND

Seeks long-term capital appreciation by investing principally in common
stocks of companies in sectors of the economy which Putnam Management believes
possess above-average long-term growth potential.

PUTNAM VT NEW VALUE FUND

Seeks long-term capital appreciation by investing primarily in common stocks
that Putnam Management believes are undervalued at the time of purchase and have
the potential for long-term capital appreciation.

PUTNAM VT U.S. GOVERNMENT AND HIGH QUALITY BOND FUND

Seeks current income consistent with preservation of capital by investing
primarily in securities issued or guaranteed as to principal and interest by the
U.S. Government or by its agencies or instrumentalities and in other debt
obligations rated at least A by a nationally recognized securities rating agency
such as Standard & Poor's or Moody's Investor Services, Inc. or, if not rated,
determined by Putnam Management to be of comparable quality.

PUTNAM VT UTILITIES GROWTH AND INCOME FUND

Seeks capital growth and current income by concentrating its investments in
debt and equity securities issued by companies in the public utilities
industries.

PUTNAM VT VISTA FUND

Seeks capital appreciation by investing in a diversified portfolio of common
stocks which Putnam Management believes have the potential for above-average
capital appreciation.

PUTNAM VT VOYAGER FUND

Seeks capital appreciation by investing primarily in common stocks of
companies that Putnam Management believes have potential for capital
appreciation that is significantly greater than that of market averages.

Putnam VT Asia Pacific Growth Fund, Putnam VT Diversified Income Fund,
Putnam VT Global Growth Fund, Putnam VT Growth and Income Fund, Putnam VT High
Yield Fund, Putnam VT International Growth Fund, Putnam VT International Growth
and Income Fund, Putnam VT International New Opportunities Fund, Putnam VT Money
Market Fund, Putnam VT New Opportunities Fund, Putnam VT New Value Fund, Putnam
VT Utilities Growth and Income Fund, Putnam VT Vista Fund, and Putnam VT Voyager
Fund are generally managed in styles similar to other open-end investment
companies which are managed by Putnam Management and whose shares are generally
offered to the public. These other Putnam funds may, however, employ different
investment practices and may invest in securities different from those in which
their counterpart Funds invest, and consequently will not have identical
portfolios or experience identical investment results.

The Funds are available only to serve as the underlying investment for
variable annuity and variable life Contracts. A full description of the Funds,
their investment objectives, policies and restrictions, risks, charges and
expenses and other aspects of their operation is contained in the accompanying
Trust Prospectus which should be read in conjunction with this Prospectus before
investing, and in the Trust's Statement of Additional Information which may be
ordered without charge from Putnam Investor Services, Inc.

It is conceivable that in the future it may be disadvantageous for variable
annuity separate accounts and variable life insurance separate accounts to
invest in the Funds simultaneously. Although Hartford and the Funds do not
currently foresee any such disadvantages either to variable annuity Contract
Owners or to variable life insurance Policyowners, the Trust's Board of Trustees
would monitor events in order to identify any material conflicts between such
Contract Owners and Policyowners and to determine what action, if any, should be
taken in response thereto. If the
<PAGE>
18 HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------

Board of Trustees of the Funds were to conclude that separate funds should be
established for variable life and variable annuity separate accounts, the
variable annuity Contract Owners would not bear any expenses attendant upon
establishment of such separate funds.

Putnam Management, One Post Office Square, Boston, MA, 02109, serves as the
investment manager for the Funds. An affiliate, The Putnam Advisory Company,
Inc., manages domestic and foreign institutional accounts and mutual funds.
Another affiliate , Putnam Fiduciary Trust Company, provides investment advice
to institutional clients under its banking and fiduciary policies. Putnam
Management and its affiliates are wholly-owned subsidiaries of Marsh & McLennan
Companies, Inc., a publicly owned holding company whose principal businesses are
international insurance brokerage and employee benefit consulting.

Subject to the general oversight of the Trustees of the Trust, Putnam
Management manages the Funds' portfolios in accordance with their stated
investment objectives and policies, makes investment decisions for the Funds,
places orders to purchase and sell securities on behalf of the Funds, and
administers the affairs of the Funds. For its services, the Funds pay Putnam
Management a quarterly fee. See the accompanying Trust Prospectus for a more
complete description of Putnam Management and the respective fees of the Funds.

- ---------------------------------------------------
OPERATION OF THE CONTRACT/
ACCUMULATION PERIOD

- --------------------------------PREMIUM PAYMENTS

The balance of each initial Premium Payment remaining after the deduction of
any applicable Premium Tax is credited to your Contract within two business days
of receipt of a properly completed application or an order to purchase a
Contract and the initial Premium Payment by Hartford at its Home Office, P.O.
Box 5085, Hartford, CT 06102-5085. It will be credited to the Sub-Account(s)
and/ or the Fixed Account in accordance with your election. If the application
or other information is incomplete when received, the balance of each initial
Premium Payment, after deduction of any applicable Premium Tax, will be credited
to the Sub-Account(s) or the Fixed Account within five business days of receipt
or the entire Premium Payment will be immediately returned unless you have been
informed of the delay and request that the Premium Payment not be returned.
Subsequent Premium Payments are priced on the Valuation Day received by Hartford
in its Home Office or other designated administrative office.

The number of Accumulation Units in each Sub-Account to be credited to a
Contract will be determined by dividing the portion of the Premium Payment being
credited to each Sub-Account by the value of an Accumulation Unit in that
Sub-Account on that date.

The minimum initial Premium Payment is $1,000. Subsequent Premium Payments,
if made, must be a minimum of $500. Certain plans may make smaller initial and
subsequent periodic payments. Each Premium Payment may be split among the
various Sub-Accounts and the Fixed Account subject to minimum amounts then in
effect.

- ---------------------------------------------------
VALUE OF ACCUMULATION UNITS

The Accumulation Unit value for each Sub-Account will vary to reflect the
investment experience of the applicable Fund and will be determined on each
Valuation Day by multiplying the Accumulation Unit value of the particular
Sub-Account on the preceding Valuation Day by a "Net Investment Factor" for that
Sub-Account for the Valuation Period then ended. The "Net Investment Factor" for
each of the Sub-Accounts is equal to the net asset value per share of the
corresponding Fund at the end of the Valuation Period (plus the per share amount
of any dividends or capital gains distributed by that Fund if the ex-dividend
date occurs in the Valuation Period then ended) divided by the net asset value
per share of the corresponding Fund at the beginning of the Valuation Period.
You should refer to the Trust Prospectus which accompanies this Prospectus for a
description of how the assets of each Fund are valued since each determination
has a direct bearing on the Accumulation Unit value of the Sub-Account and
therefore the value of a Contract. The Accumulation Unit value is affected by
the performance of the underlying Fund(s), expenses and deduction of the charges
described in this Prospectus.

The shares of the Fund are valued at net asset value on each Valuation Day.
A description of the valuation methods used in valuing Fund shares may be found
in the accompanying Prospectus of the Trust.

- ---------------------------------------------------
VALUE OF THE FIXED ACCOUNT

Hartford will determine the value of the Fixed Account by crediting interest
to amounts allocated to the Fixed Account. The minimum Fixed Account interest
rate is 3%, compounded annually. Hartford may credit a lower minimum interest
rate according to state law. Hartford also may credit interest at rates greater
than the minimum Fixed Account interest rate.

- ---------------------------------------------------
VALUE OF THE CONTRACT

The value of the Sub-Account investments under your Contract at any time
prior to the commencement of Annuity payments can be determined by multiplying
the total number of Accumulation Units credited to your
<PAGE>
HARTFORD LIFE INSURANCE COMPANY 19
- --------------------------------------------------------------------------------

Contract in each Sub-Account by the then current Accumulation Unit values for
the applicable Sub-Account. The value of the Fixed Account under your Contract
will be the amount allocated to the Fixed Account plus interest credited. You
will be advised at least semi-annually of the number of Accumulation Units
credited to each Sub-Account, the current Accumulation Unit values, the Fixed
Account Value, and the total value of your Contract.

- ---------------------------------------------------
TRANSFERS AMONG SUB-ACCOUNTS

You may transfer the values of your Sub-Account allocations from one or more
Sub-Accounts to another free of charge. Transfers by telephone may be made by
calling (800) 521-0538. Telephone transfers may not be permitted by some states
for their residents who purchase variable annuities. However, Hartford reserves
the right to limit the number of transfers to twelve (12) per Contract Year,
with no two (2) transfers occurring on consecutive Valuation Days.

Hartford may permit the Contract Owner to preauthorize transfers among
Sub-Accounts and between the Sub-Accounts and the Fixed Account under certain
circumstances. The policy of Hartford and its agents and affiliates is that they
will not be responsible for losses resulting from acting upon telephone requests
reasonably believed to be genuine. Hartford will employ reasonable procedures to
confirm that instructions communicated by telephone are genuine; otherwise,
Hartford may be liable for any losses due to unauthorized or fraudulent
instructions. The procedures Hartford follows for transactions initiated by
telephone include requirements that callers on behalf of a Contract Owner
identify themselves and the Contract Owner by name and social security number.
All transfer instructions by telephone are tape recorded.

The right to reallocate Contract Values between the Sub-Accounts is subject
to modification if Hartford determines, in its sole discretion, that the
exercise of that right by one or more Contract Owners is, or would be, to the
disadvantage of other Contract Owners. Any modification could be applied to
transfers to or from some or all of the Sub-Accounts and could include, but not
be limited to, the requirement of a minimum time period between each transfer,
not accepting transfer requests of an agent acting under a power of attorney on
behalf of more than one Contract Owner, or limiting the dollar amount that may
be transferred between the Sub-Accounts and the Fixed Account by a Contract
Owner at any one time. Such restrictions may be applied in any manner reasonably
designed to prevent any use of the transfer right which is considered by
Hartford to be to the disadvantage of other Contract Owners.

Transfers between the Sub-Accounts may be made both before and after Annuity
payments commence (limited to once a quarter) provided that the minimum
allocation to any Sub-Account may not be less than $500. No minimum balance is
presently required in any Sub-Account.

- ---------------------------------------------------
TRANSFERS BETWEEN THE FIXED
ACCOUNT AND THE SUB-ACCOUNTS

Subject to the restrictions set forth above, transfers from the Fixed
Account into a Sub-Account may be made at any time during the Contract Year. The
maximum amount which may be transferred from the Fixed Account during any
Contract Year is the greater of 30% of the Fixed Account balance as of the last
Contract Anniversary or the greatest amount of any prior transfer from the Fixed
Account. If Hartford permits preauthorized transfers from the Fixed Account to
the Sub-Accounts, this restriction is inapplicable. However, if any interest
rate is renewed at a rate at least one percentage point less than the previous
rate, the Contract Owner may elect to transfer up to 100% of the funds receiving
the reduced rate within sixty days of notification of the interest rate
decrease. Generally, transfers may not be made from any Sub-Account into the
Fixed Account for the six-month period following any transfer from the Fixed
Account into one or more of the Sub-Accounts. Hartford reserves the right to
modify the limitations on transfers from the Fixed Account and to defer
transfers from the Fixed Account for up to six months from the date of request.

- ---------------------------------------------------
REDEMPTION/SURRENDER OF A CONTRACT

At any time prior to the Annuity Commencement Date, you have the right,
subject to any IRS provisions applicable thereto, to surrender the value of the
Contract in whole or in part. Surrenders are not permitted after Annuity
payments commence EXCEPT that a full surrender is allowed when payments for a
designated period (Option 4 or 5) are selected as the Annuity option.

FULL SURRENDERS. At any time prior to the Annuity Commencement Date (and
after the Annuity Commencement Date with respect to values applied to Option 4),
the Contract Owner has the right to terminate the Contract. In such event, the
Termination Value of the Contract may be taken in the form of a lump sum cash
settlement. The Termination Value of the Contract is equal to the Contract Value
less any applicable Premium Taxes, the Contract Maintenance Fee, if applicable,
and any applicable contingent deferred sales charges. The Termination Value may
be more or less than the amount of the Premium Payments made to a Contract.

PARTIAL SURRENDERS. The Contract Owner may make a partial surrender of
Contract Values at any time prior to the Annuity Commencement Date so long as
the amount surrendered is at least equal to the minimum amount rules then in
effect. Additionally, if the remaining Contract Value following a surrender is
less than $500 (and, for Texas Contracts, there were no Premium Payments made
during
<PAGE>
20 HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------

the preceding two Contract Years), Hartford may terminate the Contract and pay
the Termination Value.

During the Contract Year, on a non-cumulative basis, partial surrenders of
Contract Values of up to 10% of the aggregate Premium Payments made to the
Contract may be made without being subject to the contingent deferred sales
charge. Certain plans or programs may have different withdrawal privileges.
Hartford may permit the Contract Owner to preauthorize partial surrenders
subject to certain limitations then in effect.

THERE ARE CERTAIN RESTRICTIONS ON SECTION 403(B) TAX SHELTERED ANNUITIES. AS
OF DECEMBER 31, 1988, ALL SECTION 403(B) ANNUITIES HAVE LIMITS ON FULL AND
PARTIAL SURRENDERS. CONTRIBUTIONS TO THE CONTRACT MADE AFTER DECEMBER 31, 1988
AND ANY INCREASES IN CASH VALUE AFTER DECEMBER 31, 1988 MAY NOT BE DISTRIBUTED
UNLESS THE CONTRACT OWNER/ EMPLOYEE HAS A) ATTAINED AGE 59 1/2, B) TERMINATED
EMPLOYMENT, C) DIED, D) BECOME DISABLED OR E) EXPERIENCED FINANCIAL HARDSHIP.

DISTRIBUTIONS DUE TO FINANCIAL HARDSHIP OR SEPARATION FROM SERVICE MAY STILL
BE SUBJECT TO A PENALTY TAX OF 10%.

HARTFORD WILL NOT ASSUME ANY RESPONSIBILITY IN DETERMINING WHETHER A
WITHDRAWAL IS PERMISSIBLE, WITH OR WITHOUT TAX PENALTY, IN ANY PARTICULAR
SITUATION; OR IN MONITORING WITHDRAWAL REQUESTS REGARDING PRE OR POST JANUARY 1,
1989 ACCOUNT VALUES.

ANY SUCH FULL OR PARTIAL SURRENDER DESCRIBED ABOVE MAY RESULT IN ADVERSE TAX
CONSEQUENCES TO THE CONTRACT OWNER. THE CONTRACT OWNER, THEREFORE, SHOULD
CONSULT WITH HIS TAX ADVISER BEFORE UNDERTAKING ANY SUCH SURRENDER. (SEE
"FEDERAL TAX CONSIDERATIONS" COMMENCING ON PAGE 25.)

Payment on any request for a full or partial surrender from the Sub-Accounts
and/or the Fixed Account will be made as soon as possible and in any event no
later than seven days after the written request is received by Hartford at its
Home Office, Attn: Individual Annuity Operations, P.O. Box 5085, Hartford, CT
06102-5085. Hartford may defer payment of any amounts from the Fixed Account for
up to six months from the date of the request for surrender. If Hartford defers
payment for more than 30 days, Hartford will pay interest of at least 3% per
annum on the amount deferred. In requesting a partial withdrawal you should
specify the Fixed Account and/or the Sub-Account(s) from which the partial
withdrawal is to be taken. Otherwise, such withdrawal and any applicable
contingent deferred sales charges will be effected on a pro rata basis according
to the value in the Fixed Account and each Sub-Account under a Contract. Within
this context, the contingent deferred sales charges are taken from the Premium
Payments in the order in which they were received: from the earliest Premium
Payments to the latest Premium Payments. (See "Contingent Deferred Sales
Charges," page 21.)

- ---------------------------------------------------
DEATH BENEFIT

The Contracts provide that in the event the Annuitant dies before the
Annuity Commencement Date, the Contingent Annuitant will become the Annuitant.
If the Annuitant dies before the Annuity Commencement Date and either (a) there
is no designated Contingent Annuitant, (b) the Contingent Annuitant predeceases
the Annuitant, or (c) if any Contract Owner dies before the Annuity Commencement
Date, the Beneficiary, as determined under the Contract Control Provisions, will
receive Death Benefits as determined on the date of receipt of due proof of
death by Hartford in its Home Office. With regard to Joint Contract Owners, at
the first death of a joint Contract Owner prior to the Annuity Commencement
Date, the Beneficiary will be the surviving Contract Owner notwithstanding that
the beneficiary designation may be different. If the deceased, the Annuitant or
Contract Owner, as applicable, had attained age 85, then the Death Benefit will
equal the Contract Value. If, upon death prior to the Annuity Commencement Date
of the Annuitant or Contract Owner, as applicable, had not attained his 85th
birthday, the Beneficiary will receive the greatest of (a) the Contract Value
determined as of the day written proof of death of such person is received by
Hartford, or (b) 100% of the total Premium Payments made to such Contract,
reduced by any prior surrenders, or (c) the Contract Value on the Specified
Contract Anniversary immediately preceding the date of death, increased by the
dollar amount of any Premium Payments made and reduced by the dollar amount of
any partial surrenders since the immediately preceding Specified Contract
Anniversary in all states except North Carolina where the Beneficiary will
receive the greater of the Contract Value or the Premium Payments as set forth
in (a) and (b) above.

PAYMENT OF DEATH BENEFIT -- Death Benefit proceeds will remain invested in
the Separate Account in accordance with the allocation instructions given by the
Contract Owner until the proceeds are paid or Hartford receives new instructions
from the Beneficiary. The death Benefit may be taken in one sum, payable within
7 days after the date Due Proof of Death is received, or under any of the
settlement options then being offered by the Company provided, however, that:
(a) in the event of the death of any Contract Owner prior to the Annuity
Commencement Date, the entire interest in the Contract will be distributed
within 5 years after the death of the Contract Owner and (b) in the event of the
death of any

<PAGE>
HARTFORD LIFE INSURANCE COMPANY 21
- --------------------------------------------------------------------------------

Contract Owner or Annuitant which occurs on or after the Annuity Commencement
Date, any remaining interest in the Contract will be paid at least as rapidly as
under the method of distribution in effect at the time of death, or, if the
benefit is payable over a period not extending beyond the life expectancy of the
Beneficiary or over the life of the Beneficiary, such distribution must commence
within one year of the date of death.

Notwithstanding the foregoing, in the event of the Contract Owner's death
where the sole Beneficiary is the spouse of the Contract Owner and the Annuitant
or Contingent Annuitant is living, such spouse may elect, in lieu of receiving
the death benefit, to be treated as the Contract Owner. The proceeds due on the
death may be applied to provide variable payments, fixed payments, or a
combination of variable and fixed payments.

If the Contract is owned by a corporation or other non-individual, the Death
Benefit payable upon the death of the Annuitant prior to the Annuity
Commencement Date will be payable only as one sum or under the same settlement
options and in the same manner as if an individual Contract Owner died on the
date of the Annuitant's death.

There may be postponement in the payment of death benefits whenever (a) the
New York Stock Exchange is closed, except for holidays or weekends or trading on
the New York Stock Exchange is restricted as determined by the Commission; (b)
the Commission permits postponement and so orders; or (c) the Commission
determines that an emergency exists making valuation or disposal of securities
not reasonably practicable.

For a discussion of the manner in which Annuity payments are determined and
may vary from month to month see "Determination of Payment Amount," page 24.

- ---------------------------------------------------
CHARGES UNDER THE CONTRACT

- --------------------------------
CONTINGENT DEFERRED SALES CHARGES

There is no deduction for sales expenses from Premium Payments when made.
However, a contingent deferred sales charge may be assessed against Contract
Values when they are surrendered.

A Contract Owner who chooses to surrender a Contract in full who has not yet
withdrawn the Annual Withdrawal Amount during the current Contract Year (as
described at page below under the sub-heading "Payments Not Subject to Sales
Charges") may, depending upon the amount of investment gain experienced under
the Contract, reduce the amount of any contingent deferred sales charge paid by
first withdrawing the Annual Withdrawal Amount and then requesting a full
surrender of the Contract. Currently, regardless of whether a Contract Owner
first requests a partial withdrawal of the Annual Withdrawal Amount, upon
receiving a request for a full surrender of a Contract, Hartford assesses any
applicable contingent deferred sales charge against the surrender proceeds
representing the lesser of: (1) aggregate Premium Payments under the Contract
not previously withdrawn; and (2) the Contract Value, less the Annual Withdrawal
Amount available at the time of the full surrender, less the Contract
Maintenance Fee.

The length of time from receipt of a Premium Payment to the time of
surrender determines the contingent deferred sales charge. For this purpose,
Premium Payments will be deemed to be surrendered in the order in which they are
received and all surrenders will be first from Premium Payments and then from
other Contract Values. The charge is a percentage of the amount withdrawn, not
to exceed the aggregate amount of the Premium Payments made, and equals:

<TABLE>
<CAPTION>
CHARGE
- -------------- LENGTH OF TIME
FROM PREMIUM PAYMENT
----------------------
(NUMBER OF YEARS)
<C> <S>
7% 1
6% 2
5% 3
4% 4
3% 5
2% 6
1% 7
0% 8 or more
</TABLE>

No contingent deferred sales charge will be assessed on a distribution due
to the death of the Annuitant or Contract Owner, or if Contract Values are
applied to an Annuity option provided for under the Contract (except that a
surrender out of Option 4 will be subject to a contingent deferred sales charge
if applicable) or upon the exercise of the withdrawal privilege.

In the case of a redemption in which you request a certain dollar amount be
withdrawn, the sales charge is deducted from the amount withdrawn and the
balance is paid to you. Example: You request a total withdrawal of $1,000 and
the applicable sales load is 5%. Your Sub-Account(s) and/or the Fixed Account
will be reduced by $1,000 and you will receive $950 (i.e., the $1,000 total
withdrawal less the 5% sales charge). This is also the method applicable on a
full surrender of your Contract. In the case of a partial redemption in which
you request to receive a specified amount, the sales charge will be calculated
on the total amount that must be withdrawn from your Sub-Account(s) and/or the
Fixed Account in order to provide you with the amount requested. Example: You
request to receive $1,000 and the applicable sales charge is 5%. Your
Sub-Account(s) and/or the Fixed Account will be reduced by $1,052.63 (i.e., a
total withdrawal of $1,052.63 which results in a $52.63 sales charge ($1,052.63
x 5%) and a net
<PAGE>
22 HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------

amount paid to you of $1,000 as requested). This example does not take into
account the Free Withdrawal Privilege described below.

The contingent deferred sales charges are used to cover expenses relating to
the sale and distribution of the Contracts, including commissions paid to any
distribution organization and its sales personnel, the cost of preparing sales
literature and other promotional activities. It is anticipated that gross
commissions paid on the sale of the Contracts will not exceed 5.5% of all
Premium Payments. To the extent that these charges do not cover such
distribution expenses, the expenses will be borne by Hartford from its general
assets, including surplus. The surplus might include profits resulting from
unused mortality and expense risk charges.

The contingent deferred sales charges which cover expenses relating to the
sale and distribution of the Contracts may be reduced for certain sales of the
Contracts under circumstances which may result in savings of such sales and
distribution expenses. Therefore, the contingent deferred sales charges may be
reduced if the Contracts are sold to certain employee and professional groups.
In addition, there may be other circumstances of which Hartford is not presently
aware which could result in reduced sales or distribution expenses. Reductions
in these charges will not be unfairly discriminatory against any Contract Owner.

Hartford may offer certain employer sponsored savings plans, in its
discretion reduced fees and charges including, but not limited to, the
contingent deferred sales charges, the mortality and expense risk charge and the
maintenance fee for certain sales under circumstances which may result in
savings of certain costs and expenses. Reductions in these fees and charges will
not be unfairly discriminatory against any Contract Owner.

FREE WITHDRAWAL PRIVILEGE. During any Contract Year (on a non-cumulative
basis), a Contract Owner may make a partial surrender of Contract Values of up
to 10% of the aggregate Premium Payments made to the Contract (as determined on
the date of the requested withdrawal) without the application of the contingent
deferred sales charge described above (the "Annual Withdrawal Amount"). Certain
plans or programs may have different withdrawal privileges. Any such withdrawal
will be deemed to be from Contract Values other than Premium Payments. From time
to time, Hartford may permit the Contract Owner to preauthorize partial
surrenders subject to certain limitations then in effect. Additional surrenders
or any surrender of the Contract Values in excess of such amount in any Contract
Year during the period when contingent deferred sales charges are applicable
will be subject to the appropriate charge as set forth above.

- ---------------------------------------------------
MORTALITY AND EXPENSE RISK CHARGE

Although Variable Annuity payments made under the Contracts will vary in
accordance with the investment performance of the underlying Fund shares held in
the Sub-Account(s), the payments will not be affected by (a) Hartford's actual
mortality experience among Annuitants before or after the Annuity Commencement
Date or (b) Hartford's actual expenses, if greater than the deductions provided
for in the Contracts because of the expense and mortality undertakings by
Hartford.

For assuming these risks under the Contracts, Hartford will make a daily
charge at the rate of 1.25% per annum against all Contract Values held in the
Sub-Accounts during the life of the Contract, including the payout period,
(estimated at .90% for mortality and .35% for expense).

The mortality undertaking provided by Hartford under the Contracts, assuming
the selection of one of the forms of life Annuities, is to make monthly Annuity
payments (determined in accordance with the 1983a Individual Annuity Mortality
Table and other provisions contained in the Contract) to Annuitants regardless
of how long an Annuitant may live, and regardless of how long all Annuitants as
a group may live. Hartford also assumes the liability for payment of a minimum
death benefit under the Contract.

The mortality undertakings are based on Hartford's determination of expected
mortality rates among all Annuitants. If actual experience among Annuitants
during the Annuity payment period deviates from Hartford's actuarial
determination of expected mortality rates among Annuitants because, as a group,
their longevity is longer than anticipated, Hartford must provide amounts from
its general funds to fulfill its Contract obligations. Hartford will bear the
loss in such a situation. Also, in the event of the death of an Annuitant or
Contract Owner prior to age 85 and before the commencement of Annuity payments,
whichever is earlier, Hartford can, in periods of declining value, experience a
loss resulting from the assumption of the mortality risk relative to the minimum
death benefit.

In providing an expense undertaking, Hartford assumes the risk that the
contingent deferred sales charges and the Administration and Maintenance Fees
for maintaining the Contracts prior to the Annuity Commencement Date may be
insufficient to cover the actual cost of providing such items.

- ---------------------------------------------------
ADMINISTRATION AND MAINTENANCE FEES

Hartford will deduct certain fees from Contract Values to reimburse it for
expenses relating to the administration and maintenance of the Contract and the
Fixed Account. For Contract maintenance, Hartford will deduct an annual fee of
$25 on each Contract Anniversary on or before the Annuity Commencement Date. The
deduction will be made

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HARTFORD LIFE INSURANCE COMPANY 23
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pro rata according to the value in each Sub-Account and the Fixed Account under
a Contract. If during a Contract Year the Contract is surrendered for its full
value, Hartford will deduct the Contract Maintenance Fee at the time of such
surrender. For administration, Hartford makes a daily charge at the rate of .15%
per annum against all Contract Values held in the Separate Account during both
the accumulation and annuity phases of the Contract. There is not necessarily a
relationship between the amount of administrative charge imposed on a given
Contract and the amount of expenses that may be attributable to that Contract;
expenses may be more or less than the charge.

The types of expenses incurred by the Separate Account include, but are not
limited to, expenses of issuing the Contract and expenses for confirmations,
Contract quarterly statements, processing of transfers and surrenders,
responding to Contract Owner inquiries, reconciling and depositing cash
receipts, calculation and monitoring daily Sub-Account unit values, Separate
Account reporting, including semiannual and annual reports and mailing and
tabulation of shareholder proxy solicitations.

You should refer to the Trust Prospectus for a description of deductions and
expenses paid out of the assets of the Trust's Portfolios.

- ---------------------------------------------------
PREMIUM TAXES

A deduction is also made for Premium Tax, if applicable, imposed by a state
or other governmental entity. Certain states impose a Premium Tax, currently
ranging up to 3.5%. Some states assess the tax at the time purchase payments are
made; others assess the tax at the time of annuitization. Hartford will pay
Premium Taxes at the time imposed under applicable law. At its sole discretion,
Hartford may deduct Premium Taxes at the time Hartford pays such taxes to the
applicable taxing authorities, at the time the Contract is surrendered, or at
the time the Contract annuitizes.

- ---------------------------------------------------
ANNUITY BENEFITS

You select an Annuity Commencement Date and an Annuity option which may be
on a fixed or variable basis, or a combination thereof. The Annuity Commencement
Date will not be deferred beyond the Annuitant's 90th birthday except for
certain states where deferral past age 85 is not permitted. The Annuity
Commencement Date and/or the Annuity option may be changed from time to time,
but any change must be at least 30 days prior to the date on which Annuity
payments are scheduled to begin. The Contract allows the Contract Owner to
change the Sub-Accounts on which variable payments are based after payments have
commenced once every three (3) months. Any Fixed Annuity allocation may not be
changed.

- ---------------------------------------------------
ANNUITY OPTIONS

The Contract contains the five optional Annuity forms described below.
Options 2, 4, and 5 are available to Qualified Contracts only if the guaranteed
payment period is less than the life expectancy of the Annuitant at the time the
option becomes effective. Such life expectancy shall be computed on the basis of
the mortality table prescribed by the IRS, or if none is prescribed, the
mortality table then in use by the Hartford. With respect to Non-Qualified
Contracts, if you do not elect otherwise, payments in most states will
automatically begin at the Annuitant's age 90 (with the exception of states that
do not allow deferral past age 85) under Option 2 with 120 monthly payments
certain. For Qualified Contracts and Contracts issued in Texas, if you do not
elect otherwise, payments will begin automatically at the Annuitant's age 90
under Option 1 to provide a life Annuity.

Under any of the Annuity options excluding Options 4 and 5, no surrenders
are permitted after Annuity payments commence. Only full surrenders are allowed
out of Option 4 and any such surrender will be subject to contingent deferred
sales charges, if applicable. Full or partial withdrawals may be made from
Option 5 at any time and contingent deferred sales charges will not be applied.

OPTION 1 -- Life Annuity

A life Annuity is an Annuity payable during the lifetime of the Annuitant
and terminating with the last payment preceding the death of the Annuitant. This
options offers the largest payment amount of any of the life Annuity options
since there is no guarantee of a minimum number of payments nor a provision for
a death benefit payable to a Beneficiary.

It would be possible under this option for an Annuitant to receive only one
Annuity payment if he died prior to the due date of the second Annuity payment,
two if he died before the date of the third Annuity payment, etc.

OPTION 2 -- Life Annuity with 120, 180, or 240 Monthly Payments Certain

This Annuity option is an Annuity payable monthly during the lifetime of an
Annuitant with the provision that payments will be made for a minimum of 120,
180 or 240 months, as elected. If, at the death of the Annuitant, payments have
been made for less than the minimum elected number of months, then the present
value as of the date of the Annuitant's death, of any remaining guaranteed
payments will be paid in one sum to the Beneficiary or Beneficiaries designated
unless other provisions have been made and approved by Hartford.

<PAGE>
24 HARTFORD LIFE INSURANCE COMPANY
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OPTION 3 -- Joint and Last Survivor Annuity

An Annuity payable monthly during the joint lifetime of the Annuitant and a
designated second person, and thereafter during the remaining lifetime of the
survivor, ceasing with the last payment prior to the death of the survivor.
Based on the options currently offered by Hartford, the Annuitant may elect that
the payment to the survivor be less than the payment made during the joint
lifetime of the Annuitant and a designated second person.

It would be possible under this option for an Annuitant and designated
second person to receive only one payment in the event of the common or
simultaneous death of the parties prior to the due date for the second payment
and so on.

OPTION 4 -- Payments for a Designated Period

An amount payable monthly for the number of years selected which may be from
5 to 30 years. Under this option, you may, at any time, surrender the Contract
and receive, within seven days, the Termination Value of the Contract as
determined by Hartford.

In the event of the Annuitant's death prior to the end of the designated
period, the present value as of the date of the Annuitant's death, of any
remaining guaranteed payments will be paid in one sum to the Beneficiary or
Beneficiaries designated unless other provisions have been made and approved by
Hartford.

Option 4 is an option that does not involve life contingencies and thus no
mortality guarantee. Charges made for the mortality undertaking under the
Contracts thus provide no real benefit to a Contract Owner.

OPTION 5 -- Death Benefit Remaining with Hartford

Proceeds from the Death Benefit may be left with Hartford for a period not
to exceed five years from the date of the Contract Owner's death prior to the
Annuity Commencement Date. These proceeds will remain in the Sub-Account(s) to
which they were allocated at the time of death unless the Beneficiary elects to
reallocate them. Full or partial withdrawals may be made at any time. In the
event of withdrawals, the remaining value will equal the Contract Value of the
proceeds left with Hartford, minus any withdrawals.

Hartford may offer other annuity options from time to time.

- ---------------------------------------------------
THE ANNUITY UNIT AND VALUATION

The value of the Annuity Unit for each Sub-Account in the Separate Account
for any day is determined by multiplying the value for the preceding day by the
product of (1) the net investment factor (See "Valuation of Accumulation Units,"
commencing on page 11) for the day for which the Annuity Unit value is being
calculated and (2) a factor to neutralize the assumed investment rate of 4.00%
per annum discussed below.

- ---------------------------------------------------
DETERMINATION OF PAYMENT AMOUNT

When Annuity payments are to commence, the value of the Contract is
determined as the sum of the value of the Fixed Account no earlier than the
close of business on the fifth Valuation Day preceding the date the first
Annuity payment is due plus the product of the value of the Accumulation Unit of
each Sub-Account on that same day, and the number of Accumulation Units credited
to each Sub-Account as of the date the Annuity is to commence.

The Contract contains tables indicating the minimum dollar amount of the
first monthly payment under the optional forms of Annuity for each $1,000 of
value of a Sub-Account under a Contract. The first monthly payment varies
according to the form and type of Annuity selected. The Contract contains
Annuity tables derived from the 1983a Individual Annuity Mortality Table with
ages set back one year and with an assumed investment rate ("A.I.R.") of 4% per
annum.

The total first monthly Variable Annuity payment is determined by
multiplying the value (expressed in thousands of dollars) of a Sub-Account (less
any applicable Premium Taxes) by the amount of the first monthly payment per
$1,000 of value obtained from the tables in the Contracts.

Fixed Annuity payments are determined at annuitization by multiplying the
values allocated to the Fixed Account (less applicable Premium Taxes) by a rate
to be determined by Hartford which is no less than the rate specified in the
Annuity tables in the Contract. The Annuity payment will remain level for the
duration of the Annuity.

The amount of the first monthly Variable Annuity payment, determined as
described above, is divided by the value of an Annuity Unit for the appropriate
Sub-Account no earlier than the close of business on the fifth Valuation Day
preceding the day on which the payment is due in order to determine the number
of Annuity Units represented by the first payment. This number of Annuity Units
remains fixed during the Annuity payment period, and in each subsequent month
the dollar amount of the Variable Annuity payment is determined by multiplying
this fixed number of Annuity Units by the then current Annuity Unit value.

THE A.I.R. ASSUMED IN THE MORTALITY TABLES WOULD PRODUCE LEVEL VARIABLE
ANNUITY PAYMENTS IF THE INVESTMENT RATE REMAINED CONSTANT. IN FACT, PAYMENTS
WILL VARY UP OR
<PAGE>
HARTFORD LIFE INSURANCE COMPANY 25
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DOWN AS THE INVESTMENT RATE VARIES UP OR DOWN FROM THE A.I.R.

The Annuity Unit value used in calculating the amount of the Variable
Annuity payments will be based on an Annuity Unit value determined as of the
close of business on a day no earlier than the fifth Valuation Day preceding the
date of the Annuity payment.

- ---------------------------------------------------
FEDERAL TAX CONSIDERATIONS

What are some of the federal tax consequences which affect these Contracts?

- ---------------------------------------------------
A. GENERAL

SINCE THE TAX LAW IS COMPLEX AND SINCE TAX CONSEQUENCES WILL VARY ACCORDING
TO THE ACTUAL STATUS OF THE CONTRACT OWNER INVOLVED AND THE TYPE OF PLAN UNDER
WHICH THE CONTRACT IS PURCHASED, LEGAL AND TAX ADVICE MAY BE NEEDED BY A PERSON,
TRUSTEE OR OTHER ENTITY CONTEMPLATING THE PURCHASE OF A CONTRACT DESCRIBED
HEREIN.

It should be understood that any detailed description of the federal income
tax consequences regarding the purchase of these Contracts cannot be made in
this Prospectus and that special tax rules may be applicable with respect to
certain purchase situations not discussed herein. In addition, no attempt is
made here to consider any applicable state or other tax laws. For detailed
information, a qualified tax adviser should always be consulted. The discussion
here and in Appendix I, commencing on page 31, is based on Hartford's
understanding of existing federal income tax laws as they are currently
interpreted.

- ---------------------------------------------------

B. TAXATION OF HARTFORD
AND THE SEPARATE ACCOUNT

The Separate Account is taxed as part of Hartford which is taxed as a life
insurance company in accordance with the Internal Revenue Code of 1986, as
amended (the "Code"). Accordingly, the Separate Account will not be taxed as a
"regulated investment company" under subchapter M of Chapter 1 of the Code.
Investment income and any realized capital gains on the assets of the Separate
Account are reinvested and are taken into account in determining the value of
the Accumulation and Annuity Units (See "Value of Accumulation Units" commencing
on page 11). As a result, such investment income and realized capital gains are
automatically applied to increase reserves under the Contract.

No taxes are due on interest, dividends and short-term or long-term capital
gains earned by the Separate Account with respect to Qualified or Non-Qualified
Contracts.

- ---------------------------------------------------
C. TAXATION OF ANNUITIES -- GENERAL
PROVISIONS AFFECTING PURCHASERS OTHER
THAN QUALIFIED RETIREMENT PLANS

Section 72 of the Code governs the taxation of annuities in general.

1. NON-NATURAL PERSONS, CORPORATIONS, ETC.

Section 72 contains provisions for Contract Owners which are non-natural
persons. Non-natural persons include corporations, trusts, and partnerships. The
annual net increase in the value of the Contract is currently includable in the
gross income of a non-natural person unless the non-natural person holds the
Contract as an agent for a natural person. There is an exception from current
inclusion for certain annuities held by structured settlement companies, certain
annuities held by an employer with respect to a terminated qualified retirement
plan and certain immediate annuities. A non-natural person which is a tax-exempt
entity for federal tax purposes will not be subject to income tax as a result of
this provision.

If the Contract Owner is not an individual, the primary Annuitant shall be
treated as the Contract Owner for purposes of making distributions which are
required to be made upon the death of the Contract Owner. If there is a change
in the primary Annuitant, such change shall be treated as the death of the
Contract Owner.

2. OTHER CONTRACT OWNERS (NATURAL PERSONS).

A Contract Owner is not taxed on increases in the value of the Contract
until an amount is received or deemed received, e.g., in the form of a lump sum
payment (full or partial value of a Contract) or as Annuity payments under the
settlement option elected.

The provisions of Section 72 of the Code concerning distributions are
summarized briefly below. Also summarized are special rules affecting
distributions from Contracts obtained in a tax-free exchange for other annuity
contracts or life insurance contracts which were purchased prior to August 14,
1982.

A. DISTRIBUTIONS PRIOR TO THE ANNUITY COMMENCEMENT DATE.

i. Total premium payments less amounts received which were not includable in
gross income equal the "investment in the contract" under Section 72 of the
Code.

ii. To the extent that the value of the Contract (ignoring any surrender
charges except on a full surrender) exceeds the "investment in the
contract," such excess constitutes the "income on the contract."
<PAGE>
26 HARTFORD LIFE INSURANCE COMPANY
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iii. Any amount received or deemed received prior to the Annuity Commencement
Date (e.g., upon a partial surrender) is deemed to come first from any such
"income on the contract" and then from "investment in the contract," and for
these purposes such "income on the contract" shall be computed by reference
to any aggregation rule in subparagraph 2.c., below. As a result, any such
amount received or deemed received (1) shall be includable in gross income
to the extent that such amount does not exceed any such "income on the
contract," and (2) shall not be includable in gross income to the extent
that such amount does exceed any such "income on the contract." If at the
time that any amount is received or deemed received there is no "income on
the contract" (e.g., because the gross value of the Contract does not exceed
the "investment in the contract" and no aggregation rule applies), then such
amount received or deemed received will not be includable in gross income,
and will simply reduce the "investment in the contract."

iv. The receipt of any amount as a loan under the Contract or the assignment or
pledge of any portion of the value of the Contract shall be treated as an
amount received for purposes of this subparagraph a. and the next
subparagraph b.

v. In general, the transfer of the Contract, without full and adequate
consideration, will be treated as an amount received for purposes of this
subparagraph a. and the next subparagraph b. This transfer rule does not
apply, however, to certain transfers of property between spouses or incident
to divorce.

B. DISTRIBUTIONS AFTER ANNUITY COMMENCEMENT DATE.

Annuity payments made periodically after the Annuity Commencement Date are
includable in gross income to the extent the payments exceed the amount
determined by the application of the ratio of the "investment in the contract"
to the total amount of the payments to be made after the Annuity Commencement
Date (the "exclusion ratio").

i. When the total of amounts excluded from income by application of the
exclusion ratio is equal to the investment in the contract as of the Annuity
Commencement Date, any additional payments (including surrenders) will be
entirely includable in gross income.

ii. If the annuity payments cease by reason of the death of the Annuitant and,
as of the date of death, the amount of annuity payments excluded from gross
income by the exclusion ratio does not exceed the investment in the contract
as of the Annuity Commencement Date, then the remaining portion of
unrecovered investment shall be allowed as a deduction for the last taxable
year of the Annuitant.

iii. Generally, nonperiodic amounts received or deemed received after the
Annuity Commencement Date are not entitled to any exclusion ratio and shall
be fully includable in gross income. However, upon a full surrender after
such date, only the excess of the amount received (after any surrender
charge) over the remaining "investment in the contract" shall be includable
in gross income (except to the extent that the aggregation rule referred to
in the next subparagraph c. may apply).

C. AGGREGATION OF TWO OR MORE ANNUITY CONTRACTS.

Contracts issued after October 21, 1988 by the same insurer (or affiliated
insurer) to the same Contract Owner within the same calendar year (other than
certain contracts held in connection with a tax-qualified retirement
arrangement) will be treated as one annuity Contract for the purpose of
determining the taxation of distributions prior to the Annuity Commencement
Date. An annuity contract received in a tax-free exchange for another annuity
contract or life insurance contract may be treated as a new Contract for this
purpose. Hartford believes that for any annuity subject to such aggregation, the
values under the Contracts and the investment in the contracts will be added
together to determine the taxation under subparagraph 2.a., above, of amounts
received or deemed received prior to the Annuity Commencement Date. Withdrawals
will first be treated as withdrawals of income until all of the income from all
such Contracts is withdrawn. As of the date of this Prospectus, there are no
regulations interpreting this provision.

D. 10% PENALTY TAX -- APPLICABLE TO CERTAIN WITHDRAWALS AND ANNUITY PAYMENTS.

i. If any amount is received or deemed received on the Contract (before or
after the Annuity Commencement Date), the Code applies a penalty tax equal
to ten percent of the portion of the amount includable in gross income,
unless an exception applies.

ii. The 10% penalty tax will not apply to the following distributions
(exceptions vary based upon the precise plan involved):

1. Distributions made on or after the date the recipient has attained the
age of 59 1/2.

2. Distributions made on or after the death of the holder or where the
holder is not an individual, the death of the primary annuitant.

3. Distributions attributable to a recipient's becoming disabled.

4. A distribution that is part of a scheduled series of substantially equal
periodic payments for the life (or life expectancy) of the recipient (or
the joint lives or life expectancies of the recipient and the
recipient's Beneficiary).

5. Distributions of amounts which are allocable to the "investment in the
contract" prior to August 14, 1982 (see next subparagraph e.).
<PAGE>
HARTFORD LIFE INSURANCE COMPANY 27
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E. SPECIAL PROVISIONS AFFECTING CONTRACTS OBTAINED THROUGH A TAX-FREE
EXCHANGE OF OTHER ANNUITY OR LIFE INSURANCE CONTRACTS PURCHASED PRIOR TO
AUGUST 14, 1982.

If the Contract was obtained by a tax-free exchange of a life insurance or
annuity Contract purchased prior to August 14, 1982, then any amount received or
deemed received prior to the Annuity Commencement Date shall be deemed to come
(1) first from the amount of the "investment in the contract" prior to August
14, 1982 ("pre-8/14/82 investment") carried over from the prior Contract, (2)
then from the portion of the "income on the contract" (carried over to, as well
as accumulating in, the successor Contract) that is attributable to such
pre-8/14/82 investment, (3) then from the remaining "income on the contract" and
(4) last from the remaining "investment in the contract." As a result, to the
extent that such amount received or deemed received does not exceed such
pre-8/14/82 investment, such amount is not includable in gross income. In
addition, to the extent that such amount received or deemed received does not
exceed the sum of (a) such pre-8/14/82 investment and (b) the "income on the
contract" attributable thereto, such amount is not subject to the 10% penalty
tax. In all other respects, amounts received or deemed received from such
post-exchange Contracts are generally subject to the rules described in this
subparagraph 3.

F. REQUIRED DISTRIBUTIONS

i. Death of Contract Owner or Primary Annuitant

Subject to the alternative election or spouse beneficiary provisions in ii
or iii below:

1. If any Contract Owner dies on or after the Annuity Commencement Date and
before the entire interest in the Contract has been distributed, the
remaining portion of such interest shall be distributed at least as
rapidly as under the method of distribution being used as of the date of
such death;

2. If any Contract Owner dies before the Annuity Commencement Date, the
entire interest in the Contract will be distributed within 5 years after
such death; and

3. If the Contract Owner is not an individual, then for purposes of 1. or
2. above, the primary annuitant under the Contract shall be treated as
the Contract Owner, and any change in the primary annuitant shall be
treated as the death of the Contract Owner. The primary annuitant is the
individual, the events in the life of whom are of primary importance in
affecting the timing or amount of the payout under the Contract.

ii. Alternative Election to Satisfy Distribution Requirements

If any portion of the interest of a Contract Owner described in i. above is
payable to or for the benefit of a designated beneficiary, such beneficiary
may elect to have the portion distributed over a period that does not extend
beyond the life or life expectancy of the beneficiary. The election and
payments must begin within a year of the death.

iii. Spouse Beneficiary

If any portion of the interest of a Contract Owner is payable to or for the
benefit of his or her spouse, and the Annuitant or Contingent Annuitant is
living, such spouse shall be treated as the Contract Owner of such portion
for purposes of section i. above.

3. DIVERSIFICATION REQUIREMENTS.

Section 817 of the Code provides that a variable annuity contract will not
be treated as an annuity contract for any period during which the investments
made by the separate account or underlying fund are not adequately diversified
in accordance with regulations prescribed by the Treasury Department. If a
Contract is not treated as an annuity contract, the Contract Owner will be
subject to income tax on the annual increases in cash value.

The Treasury Department has issued diversification regulations which
generally require, among other things, that no more than 55% of the value of the
total assets of the segregated asset account underlying a variable contract is
represented by any one investment, no more than 70% is represented by any two
investments, no more than 80% is represented by any three investments, and no
more than 90% is represented by any four investments. In determining whether the
diversification standards are met, all securities of the same issuer, all
interests in the same real property project, and all interests in the same
commodity are each treated as a single investment. In addition, in the case of
government securities, each government agency or instrumentality shall be
treated as a separate issuer.

A separate account must be in compliance with the diversification standards
on the last day of each calendar quarter or within 30 days after the quarter
ends. If an insurance company inadvertently fails to meet the diversification
requirements, the company may comply within a reasonable period and avoid the
taxation of contract income on an ongoing basis. However, either the company or
the Contract Owner must agree to pay the tax due for the period during which the
diversification requirements were not met.

Hartford monitors the diversification of investments in the separate
accounts and tests for diversification as required by the Code. Hartford intends
to administer all contracts subject to the diversification requirements in a
manner that will maintain adequate diversification.

<PAGE>
28 HARTFORD LIFE INSURANCE COMPANY
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4. OWNERSHIP OF THE ASSETS IN THE SEPARATE ACCOUNT.

In order for a variable annuity contract to qualify for tax deferral, assets
in the segregated asset accounts supporting the variable contract must be
considered to be owned by the insurance company and not by the variable contract
owner. The Internal Revenue Service ("IRS") has issued several rulings which
discuss investor control. The IRS has ruled that incidents of ownership by the
contract owner, such as the ability to select and control investments in a
separate account, will cause the contract owner to be treated as the owner of
the assets for tax purposes.

Further, in the explanation to the temporary Section 817 diversification
regulations, the Treasury Department noted that the temporary regulations "do
not provide guidance concerning the circumstances in which investor control of
the investments of a segregated asset account may cause the investor, rather
than the insurance company, to be treated as the owner of the assets in the
account." The explanation further indicates that "the temporary regulations
provide that in appropriate cases a segregated asset account may include
multiple sub-accounts, but do not specify the extent to which policyholders may
direct their investments to particular sub-accounts without being treated as the
owners of the underlying assets. Guidance on this and other issues will be
provided in regulations or revenue rulings under Section 817(d), relating to the
definition of variable contract." The final regulations issued under Section 817
did not provide guidance regarding investor control, and as of the date of this
prospectus, no other such guidance has been issued. Further, Hartford does not
know if or in what form such guidance will be issued. In addition, although
regulations are generally issued with prospective effect, it is possible that
regulations may be issued with retroactive effect. Due to the lack of specific
guidance regarding the issue of investor control, there is necessarily some
uncertainty regarding whether a Contract Owner could be considered the owner of
the assets for tax purposes. Hartford reserves the right to modify the
contracts, as necessary, to prevent Contract Owners from being considered the
owners of the assets in the separate accounts.

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D. FEDERAL INCOME TAX WITHHOLDING

The portion of a distribution which is taxable income to the recipient will
be subject to federal income tax withholding, pursuant to Section 3405 of the
Code. The application of this provision is summarized below:

1. NON-PERIODIC DISTRIBUTIONS.

The portion of a non-periodic distribution which constitutes taxable income
will be subject to federal income tax withholding unless the recipient elects
not to have taxes withheld. If an election not to have taxes withheld is not
provided, 10% of the taxable distribution will be withheld as federal income
tax. Election forms will be provided at the time distributions are requested. If
the necessary election forms are not submitted to Hartford, Hartford will
automatically withhold 10% of the taxable distribution.

2. PERIODIC DISTRIBUTIONS (DISTRIBUTIONS PAYABLE OVER A PERIOD GREATER THAN ONE
YEAR).

The portion of a periodic distribution which constitutes taxable income will
be subject to federal income tax withholding as if the recipient were married
claiming three exemptions. A recipient may elect not to have income taxes
withheld or have income taxes withheld at a different rate by providing a
completed election form. Election forms will be provided at the time
distributions are requested.

- ---------------------------------------------------
E. GENERAL PROVISIONS AFFECTING
QUALIFIED RETIREMENT PLANS

The Contract may be used for a number of qualified retirement plans. If the
Contract is being purchased with respect to some form of qualified retirement
plan, please refer to Appendix I commencing on page 31 for information relative
to the types of plans for which it may be used and the general explanation of
the tax features of such plans.

- ---------------------------------------------------
F. ANNUITY PURCHASES BY NONRESIDENT
ALIENS AND FOREIGN CORPORATIONS

The discussion above provides general information regarding U.S. federal
income tax consequences to annuity purchasers that are U.S. citizens or
residents. Purchasers that are not U.S. citizens or residents will generally be
subject to U.S. federal income tax and withholding on annuity distributions at a
30% rate, unless a lower treaty rate applies. In addition, purchasers may be
subject to state premium tax, other state and/or municipal taxes, and taxes that
may be imposed by the purchaser's country of citizenship or residence.
Prospective purchasers are advised to consult with a qualified tax advisor
regarding U.S., state, and foreign taxation with respect to an annuity purchase.

- ---------------------------------------------------
GENERAL MATTERS

- -------------------------------- ASSIGNMENT

Ownership of a Contract described herein is generally assignable. However,
if the Contracts are issued pursuant to some form of Qualified Plan, it is
possible that the ownership of the Contracts may not be transferred or assigned
depending on the type of qualified retirement plan involved. An assignment of a
Non-Qualified Contract may subject the assignment proceeds to income taxes and
certain penalty taxes. (See "Taxation of Annuities in General -- Non-Tax
Qualified Purchasers," page 25.)
<PAGE>
HARTFORD LIFE INSURANCE COMPANY 29
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- ---------------------------------------------------
MODIFICATION

Hartford reserves the right to modify the Contract, but only if such
modification: (i) is necessary to make the Contract or the Separate Account
comply with any law or regulation issued by a governmental agency to which
Hartford is subject; or (ii) is necessary to assure continued qualification of
the Contract under the Code or other federal or state laws relating to
retirement annuities or annuity Contracts; or (iii) is necessary to reflect a
change in the operation of the Separate Account or the Sub-Account(s) or (iv)
provides additional Separate Account options or (v) withdraws Separate Account
options. In the event of any such modification Hartford will provide notice to
the Contract Owner or to the payee(s) during the Annuity period. Hartford may
also make appropriate endorsement in the Contract to reflect such modification.

- ---------------------------------------------------
DELAY OF PAYMENTS

There may be postponement of a surrender payment or death benefit whenever
(a) the New York Stock Exchange is closed, except for holidays or weekends, or
trading on the New York Stock Exchange is restricted as determined by the
Commission; (b) the Commission permits postponement and so orders; or (c) the
Commission determines that an emergency exists making valuation or disposal of
securities not reasonably practicable.

- ---------------------------------------------------
VOTING RIGHTS

Hartford is the legal owner of all Fund shares held in the Separate Account.
As the owner, Hartford has the right to vote at the Funds' shareholder meetings.
However, to the extent required by federal securities laws or regulations,
Hartford will:

1. Vote all Fund shares attributable to a Contract according to instructions
received from the Contract Owner, and

2. Vote shares attributable to a Contract for which no voting instructions are
received in the same proportion as shares for which instructions are
received.

If any federal securities laws or regulations, or their present
interpretation change to permit Hartford to vote Fund shares in its own right,
Hartford may elect to do so.

Hartford will notify you of any Fund shareholders' meeting if the shares
held for your account may be voted at such meetings. Hartford will also send
proxy materials and a form of instruction by means of which you can instruct
Hartford with respect to the voting of the Fund shares held for your account.

In connection with the voting of Fund shares held by it, Hartford will
arrange for the handling and tallying of voting instructions received from
Contract Owners. Hartford as such, shall have no right, except as hereinafter
provided, to vote any Fund shares held by it hereunder which may be registered
in its name or the names of its nominees. Hartford will, however, vote the Fund
shares held by it in accordance with the instructions received from the Contract
Owners for whose accounts the Fund shares are held. If a Contract Owner desires
to attend any meeting at which shares held for the Contract Owner's benefit may
be voted, the Contract Owner may request Hartford to furnish a proxy or
otherwise arrange for the exercise of voting rights with respect to the Fund
shares held for such Contract Owner's account. In the event that the Contract
Owner gives no instructions or leaves the manner of voting discretionary,
Hartford will vote such shares of the appropriate Fund in the same proportion as
shares of that Fund for which instructions have been received. During the
Annuity period under a Contract the number of votes will decrease as the assets
held to Fund Annuity benefits decrease.

- ---------------------------------------------------
DISTRIBUTION OF THE CONTRACTS

Hartford Securities Distribution Company, Inc. ("HSD") serves as Principal
Underwriter for the securities issued with respect to the Separate Account. HSD
is a wholly-owned subsidiary of Hartford. The principal business address of HSD
is the same as Hartford.

The securities will be sold by salespersons of HSD who represent Hartford as
insurance and variable annuity agents and who are registered representatives of
Broker-Dealers who have entered into distribution agreements with HSD.

HSD is registered with the Commission under the Securities Exchange Act of
1934 as a Broker-Dealer and is a member of the National Association of
Securities Dealers, Inc.

Commissions will be paid by Hartford and will not be more than 6% of Premium
Payments.

From time to time, Hartford may pay or permit other promotional incentives,
in cash or credit or other compensation.

- ---------------------------------------------------
OTHER CONTRACTS OFFERED

In addition to the Contracts described in this Prospectus, it is
contemplated that other forms of group or individual Variable Annuities may be
sold providing benefits which vary in accordance with the investment experience
of the Separate Account.

- ---------------------------------------------------
CUSTODIAN OF SEPARATE ACCOUNT ASSETS

The assets of the Separate Account are held by Hartford under a safekeeping
arrangement.

<PAGE>
30 HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------

- ---------------------------------------------------
LEGAL PROCEEDINGS

There are no material legal proceedings pending to which the Separate
Account is a party.

- ---------------------------------------------------
LEGAL COUNSEL

Counsel with respect to federal laws and regulations applicable to the issue
and sale of the Contracts and with respect to Connecticut law is Lynda Godkin,
General Counsel, Hartford Life Insurance Companies, P.O. Box 2999, Hartford, CT
06104-2999.

- ---------------------------------------------------
EXPERTS

The audited consolidated financial statements and financial statement
schedules included in this Prospectus and elsewhere in the registration
statement have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their reports with respect thereto, and are
included herein in reliance upon the authority of said firm as experts in giving
said reports. Reference is made to said report on the consolidated financial
statements of Hartford Life Insurance Company (the Depositor), which includes an
explanatory paragraph with respect to the change in method of accounting for
debt and equity securities as of January 1, 1994, as discussed in Note 2 of
Notes to Consolidated Financial Statements. The principal business address of
Arthur Andersen LLP is One Financial Plaza, Hartford, Connecticut 06103.

- ---------------------------------------------------
ADDITIONAL INFORMATION

Inquiries will be answered by calling your representative or by writing:

Hartford Life Insurance Company,
Attn: Individual Annuity Services
P.O. Box 5085
Hartford, CT 06102-5085
Telephone: (800) 521-0538

<PAGE>
HARTFORD LIFE INSURANCE COMPANY 31
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
APPENDIX I
(PUTNAM CAPITAL MANAGER I)

The Contract provisions for Contracts issued from October 5, 1986 until
approximately September 1, 1988 are the same as the provisions detailed in this
Prospectus, except for the following:

1. PREMIUM PAYMENTS

The minimum initial Premium Payment is $5,000, except in New York, where the
minimum initial Premium Payment is $2,000 and the minimum subsequent Premium
Payment is $1,000.

2. SALES EXPENSES

The contingent deferred sales charge is a percentage of the amount withdrawn
(not to exceed the aggregate amount of the Premium Payments made) and equals:

<TABLE>
<CAPTION>
CHARGE
- ------------- LENGTH OF TIME
FROM PREMIUM PAYMENT
----------------------
(NUMBER OF YEARS)
<S> <C>
5% 1
5% 2
4% 3
3% 4
2% 5
0% 6 or more
</TABLE>

3. THE SPECIFIED CONTRACT

Anniversary for purposes of determining the Death Benefit is every fifth
Contract Anniversary, i.e., the 5th, 10th, 15th, etc. Contract Anniversary.

4. ANNUITY OPTIONS

The following option is available with respect to Qualified Contracts only
if the guaranteed period is less than the life expectancy of the Annuitant at
the time the option becomes effective. Such life expectancy shall be computed on
the basis of the mortality table prescribed by the IRS, or if none is
prescribed, the mortality table then in use by Hartford.

UNIT REFUND LIFE ANNUITY (VARIABLE ANNUITIES ONLY)

This Annuity option is an Annuity payable monthly during the lifetime of the
Annuitant provided that, at the death of the Annuitant, the Beneficiary will
receive an additional payment equal to the excess, if any, of (a) over (b) where
(a) is the total amount applied under the option at the Annuity Commencement
Date divided by the Annuity Unit value at the Annuity Commencement Date and (b)
is the number of Annuity Units represented by each monthly Annuity payment made
times the number of Annuity payments made.

The amount of the additional payments will be determined by multiplying such
excess by the Annuity Unit value as of the date that proof of death is received
by Hartford.

5. ANNUITY PAYMENTS

When Annuity payments are to commence, the value of the Contract is
determined as the product of the value of the Accumulation Unit of each
Sub-Account as of the close of business on the fifth business day preceding the
date the first Annuity payment is due and the number of Accumulation Units
credited to each Sub-Account as of the date the Annuity is to commence.

The amount of the first monthly Annuity payment, determined as described
above, is divided by the value of an Annuity Unit for the appropriate
Sub-Account as of the close of business on the fifth business day preceding the
day on which the payment is due in order to determine the number of Annuity
Units represented by the first payment.

The Annuity payments will be made on the first day of each month following
selection. The Annuity Unit value used in calculating the amount of the Annuity
payments will be based on an Annuity Unit value determined as of the close of
business on a day not more than the fifth business day preceding the date of the
Annuity payment.

6. THE FIXED ACCOUNT AND RESTRICTIONS ON TRANSFER

All reference to the Fixed Account, and certain restrictions as to transfers
do not apply except as to third party designees of the Contract Owner.
<PAGE>
32 HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
APPENDIX II
(PUTNAM CAPITAL MANAGER II)

The Contract provisions for Contracts issued between September 1, 1988 and May
1, 1990 and in certain states where the Contract described in this Prospectus
has not been approved are the same as the provisions detailed in this
Prospectus, except for the following:

1. PREMIUM PAYMENTS

There are no premium payments below $1,000 for initial payments and $500 for
subsequent payments.

2. SALES EXPENSES

The contingent deferred sales charge is a percentage of the amount withdrawn
(not to exceed the aggregate amount of the Premium Payments made) and equals:

<TABLE>
<CAPTION>
CHARGE
- ------------- LENGTH OF TIME
FROM PREMIUM PAYMENT
----------------------
(NUMBER OF YEARS)
<S> <C>
6% 1
6% 2
6% 3
6% 4
5% 5
4% 6
0% 7 or more
</TABLE>

3. WITHDRAWAL PRIVILEGES

The withdrawal privilege is limited to withdrawals of up to 10% per year of
the Premium Payments after the first Contract Year.

4. FIXED ACCOUNT

Transfers from the Fixed Account into a Sub-Account may be made only during
the 60 day period immediately following the Contract Anniversary. The maximum
amount which may be transferred from the Fixed Account is the greater of 30% of
the Fixed Account balance at the time of transfer or the greatest amount of any
transfer from the Fixed Accounts. There is no renewal interest rate exception.

5. DEATH BENEFIT

The Specified Contract Anniversary for determining the Death Benefit is
every sixth Contract Anniversary, except in North Carolina (i.e., the 6th, 12th,
18th, etc. Contract Anniversaries).

<PAGE>
HARTFORD LIFE INSURANCE COMPANY 33
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
APPENDIX III
INFORMATION REGARDING TAX-QUALIFIED PLANS

The tax rules applicable to tax qualified contract owners, including
restrictions on contributions and distributions, taxation of distributions and
tax penalties, vary according to the type of plan as well as the terms and
conditions of the plan itself. Various tax penalties may apply to contributions
in excess of specified limits, to distributions in excess of specified limits,
distributions which do not satisfy certain requirements and certain other
transactions with respect to qualified plans. Accordingly, this summary provides
only general information about the tax rules associated with use of the Contract
by a qualified plan. Contract owners, plan participants and beneficiaries are
cautioned that the rights and benefits of any person to benefits are controlled
by the terms and conditions of the plan regardless of the terms and conditions
of the Contract. Some qualified plans are subject to distribution and other
requirements which are not incorporated into Hartford's administrative
procedures. Owners, participants and beneficiaries are responsible for
determining that contributions, distributions and other transactions comply with
applicable law. Because of the complexity of these rules, owners, participants
and beneficiaries are encouraged to consult their own tax advisors as to
specific tax consequences.

- ---------------------------------------------------
A. QUALIFIED PENSION PLANS

Provisions of the Code permit eligible employers to establish pension or
profit sharing plans (described in Section 401(a) and 401(k), if applicable, and
exempt from taxation under Section 501(a) of the Code), and Simplified Employee
Pension Plans (described in Section 408(k)). Such plans are subject to
limitations on the amount that may be contributed, the persons who may be
eligible and the time when distributions must commence. Corporate employers
intending to use these contracts in connection with such plans should seek
competent advice.

- ---------------------------------------------------
B. TAX SHELTERED ANNUITIES
UNDER SECTION 403(B)

Section 403(b) of the Code permits public school employees and employees of
certain types of charitable, educational and scientific organizations specified
in Section 501(c)(3) of the Code to purchase annuity contracts, and, subject to
certain limitations, exclude such contributions from gross income. Generally,
such contributions may not exceed the lesser of $9,500 or 20% of the employees
"includable compensation" for his most recent full year of employment, subject
to other adjustments. Special provisions may allow some employees to elect a
different overall limitation.

Tax-sheltered annuity programs under Section 403(b) are subject to a
PROHIBITION AGAINST DISTRIBUTIONS FROM THE CONTRACT ATTRIBUTABLE TO
CONTRIBUTIONS MADE PURSUANT TO A SALARY REDUCTION AGREEMENT unless such
distribution is made:

(1) after the participating employee attains age 59 1/2;

(2) upon separation from service;

(3) upon death or disability; or

(4) in the case of hardship.

The above restrictions apply to distributions of employee contributions made
after December 31, 1988, earnings on those contributions, and earnings on
amounts attributable to employee contributions held as of December 31, 1988.
They do not apply to distributions of any employer or other after-tax
contributions, employee contributions made on or before December 31, 1988, and
earnings credited to employee contributions before December 31, 1988.

- ---------------------------------------------------
C. DEFERRED COMPENSATION PLANS
UNDER SECTION 457

Employees and independent contractors performing services for such employers
may contribute on a before tax basis to the Deferred Compensation Plan of their
employer in accordance with the employer's plan and Section 457 of the Code.
Section 457 places limitations on contributions to Deferred Compensation Plans
maintained by a State ("State" means a State, a political sub-division of a
State, and an agency or instrumentality of a State or political sub-division of
a State) or other tax-exempt organization. Generally, the limitation is 33 1/3%
of includable compensation (typically 25% of gross compensation) or $7,500
(indexed), whichever is less. The plan may also provide for additional
"catch-up" deferrals during the three taxable years ending before a Participant
attains normal retirement age.

An employee electing to participate in a Deferred Compensation Plan should
understand that his or her rights and benefits are governed strictly by the
terms of the plan and that the employer is the legal owner of any contract
issued with respect to the plan. The employer, as owner of the contract(s),
retains all voting and redemption rights which may accrue to the contract(s)
issued with respect to the plan. The participating employee should look to the

<PAGE>
34 HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------

terms of his or her plan for any charges in regard to participating therein
other than those disclosed in this Prospectus. Participants should also be aware
that effective August 20, 1996, the Small Business Job Protection Act of 1996
requires that all assets and income of an eligible Deferred Compensation Plan
established by a governmental employer which is a State, a political subdivision
of a State, or any agency or instrumentality of a State or political subdivision
of a State, must be held in trust (or under certain specified annuity contracts
or custodial accounts) for the exclusive benefit of Participants and their
Beneficiaries. Special transition rules apply to such governmental Deferred
Compensation Plans already in existence on August 20, 1996, and provide that
such plans need not establish a trust before January 1, 1999. However, this
requirement does not apply to amounts under a Deferred Compensation Plan of a
tax-exempt (non-governmental) organization and such amounts will be subject to
the claims of such tax-exempt employer's general creditors.

In general, distributions from a Section 457 Deferred Compensation Plan are
prohibited unless made after the participating employee attains the age
specified in the plan, separates from service, dies, or suffers an unforeseeable
financial emergency. Present federal tax law does not allow tax-free transfers
or rollovers for amounts accumulated in a Section 457 plan except for transfers
to other Section 457 plans in limited cases.

- ---------------------------------------------------
D. INDIVIDUAL RETIREMENT ANNUITIES
UNDER SECTION 408

Section 408 of the Code permits eligible individuals to establish individual
retirement programs through the purchase of Individual Retirement Annuities
("IRAs"). IRAs are subject to limitations on the amount that may be contributed,
the contributions that may be deducted from taxable income, the persons who may
be eligible and the time when distributions may commence. Also, distributions
from certain qualified plans may be "rolled-over" on a tax-deferred basis into
an IRA.

IRA's generally may not invest in life insurance contracts. However, an
annuity that is used as an IRA may provide a death benefit that equals the
greater of the premiums paid and the annuity's cash value. The Contract offers
an enhanced Death Benefit that may exceed the greater of the Contract Value and
total Premium Payments less prior surrenders. For Contracts issued in most
states, Hartford has obtained approval from the Internal Revenue Service to use
the Contract as an IRA. For Contracts issued in New York, Hartford has asked the
Internal Revenue Service to approve use of the Contract as an IRA, but there is
no assurance that approval will be granted.

- ---------------------------------------------------
E. TAX PENALTIES

Distributions from retirement plans are generally taxed under Section 72 of
the Code. Under these rules, a portion of each distribution may be excludable
from income. The excludable amount is the portion of the distribution which
bears the same ratio as the after-tax contributions bear to the expected return.

1. PREMATURE DISTRIBUTION

Distributions from a qualified plan before the Participant attains age
59 1/2 are generally subject to an additional tax equal to 10% of the taxable
portion of the distribution. The 10% penalty does not apply to distributions
made after the employee's death, on account of disability, for eligible medical
expenses and distributions in the form of a life annuity and, except in the case
of an IRA, certain distributions after separation from service at or after age
55. A life annuity is defined as a scheduled series of substantially equal
periodic payments for the life or life expectancy of the Participant (or the
joint lives or life expectancies of the Participant and Beneficiary).

2. MINIMUM DISTRIBUTION TAX

If the amount distributed is less than the minimum required distribution for
the year, the Participant is subject to a 50% tax on the amount that was not
properly distributed.

An individual's interest in a retirement plan must generally be distributed,
or begin to be distributed, not later than April 1 of the calendar year
following the later of (i) the calendar year in which the individual attains age
70 1/2 or (ii) the calendar year in which the individual retires from service
with the employer sponsoring the plan ("required beginning date"). However, the
required beginning date for an individual who is a five (5) percent owner (as
defined in the Code), or who is the owner of an IRA, is April 1 of the calendar
year following the calendar year in which the individual attains age 70 1/2. The
entire interest of the Participant must be distributed beginning no later than
this required beginning date over a period which may not extend beyond a maximum
of the life expectancy of the Participant and a designated Beneficiary. Each
annual distribution must equal or exceed a "minimum distribution amount" which
is determined by dividing the account balance by the applicable life expectancy.
This account balance is generally based upon the account value as of the close
of business on the last day of the previous calendar year. In addition, minimum
distribution incidental benefit rules may require a larger annual distribution.

If an individual dies before reaching his or her required beginning date,
the individual's entire interest must generally be distributed within five years
of the individual's death. However, this rule will be deemed satisfied, if
distributions begin before the close of the calendar year

<PAGE>
HARTFORD LIFE INSURANCE COMPANY 35
- --------------------------------------------------------------------------------

following the individual's death to a designated Beneficiary (or over a period
not extending beyond the life expectancy of the beneficiary). If the Beneficiary
is the individual's surviving spouse, distributions may be delayed until the
individual would have attained age 70 1/2.

If an individual dies after reaching his or her required beginning date or
after distributions have commenced, the individual's interest must generally be
distributed at least as rapidly as under the method of distribution in effect at
the time of the individual's death.

3. EXCESS DISTRIBUTION TAX

If the aggregate distributions from all IRAs and certain other qualified
plans in a calendar year exceed the greater of (i) $150,000, or (ii) $112,500 as
indexed for inflation, a penalty tax of 15% is generally imposed on the excess
portion of the distribution.

4. WITHHOLDING

Periodic distributions from a qualified plan lasting for a period of 10 or
more years are generally subject to voluntary income tax withholding. The
recipient of periodic distributions may generally elect not to have withholding
apply or to have income taxes withheld at a different rate by providing a
completed election form. Otherwise, the amount withheld on such distributions is
determined at the rate applicable to wages as if the recipient were married
claiming three exemptions.

Nonperiodic distributions from an IRA are subject to income tax withholding
at a flat 10% rate. The recipient may elect not to have withholding apply.

Nonperiodic distributions from other qualified plans are generally subject
to mandatory income tax withholding at the flat rate of 20% unless such
distributions are:

(a) the non-taxable portion of the distribution;

(b) required minimum distributions;

Eligible rollover distributions are direct payments to an IRA or to another
qualified employer plan.

In general, distributions from plans described in Section 457 of the Code
are subject to regular wage withholding rules.

<PAGE>
36 HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
TABLE OF CONTENTS
TO
STATEMENT OF ADDITIONAL INFORMATION

<TABLE>
<CAPTION>
SECTION PAGE
------------------------------------------------------------------------ ----
<S> <C>
INTRODUCTION............................................................
DESCRIPTION OF HARTFORD LIFE INSURANCE COMPANY..........................
SAFEKEEPING OF ASSETS...................................................
INDEPENDENT PUBLIC ACCOUNTANTS..........................................
DISTRIBUTION OF CONTRACTS...............................................
CONTRACTS ISSUED FROM OCTOBER 15, 1986 TO APPROXIMATELY SEPTEMBER 1,
1988...................................................................
CONTRACTS ISSUED FROM SEPTEMBER 1, 1988 UNTIL MAY 1, 1990 AND IN CERTAIN
STATES WHERE THE CONTRACT DESCRIBED IN THIS PROSPECTUS HAS NOT BEEN
APPROVED...............................................................
CALCULATION OF YIELD AND RETURN.........................................
PERFORMANCE COMPARISONS.................................................
FINANCIAL STATEMENTS....................................................
</TABLE>

<PAGE>
This form must be completed for all tax sheltered annuities.

SECTION 403(B)(11) ACKNOWLEDGMENT FORM

The Hartford variable annuity Contract which you have recently purchased is
subject to certain restrictions imposed by the Tax Reform Act of 1986.
Contributions to the Contract after December 31, 1989 and any increases in cash
value after December 31, 1988 may not be distributed to you unless you have:

a. attained age 59 1/2,

b. terminated employment,

c. died, or
d. become disabled.

Distributions of post December 31, 1988 contributions may also be made if
you have experienced a financial hardship.

Also, there may be a 10% penalty tax for distributions made because of
financial hardship or separation from service.

Also, please be aware that your 403(b) Plan may also offer other financial
alternatives other than the Hartford variable annuity. Please refer to your
Plan.

Please complete the following and return to:

Hartford Life Insurance Company
Individual Annuity Operations
P.O. Box 5085
Hartford, CT 06102-5085

- --------------------------------------------------------------------------------

Name of Contract Owner/Participant
- -------------------------------------------------------------------------

Address
- --------------------------------------------------------------------------------

City or Plan/School District
- --------------------------------------------------------------------------------

Date:
- --------------------------------------------------------------------------------
<PAGE>
To Obtain a Statement of Additional Information, complete the form below and
mail to:

Hartford Life Insurance Companies
Attn: Individual Annuity Services
P.O. Box 5085
Hartford, CT 06102-5085

Please send a Statement of Additional Information for PCM Capital Manager
Variable Annuity to me at the following address:

- ----------------------------------------------------
Name

- ------------------------------------------------------------
Address

- ------------------------------------------------------------
City/State Zip
Code
<PAGE>

PART B
STATEMENT OF ADDITIONAL INFORMATION

HARTFORD LIFE INSURANCE COMPANY -
PUTNAM CAPITAL MANAGER TRUST SEPARATE ACCOUNT

This Statement of Additional Information is not a Prospectus. The information
contained herein should be read in conjunction with the Prospectus.

To obtain a Prospectus, send a written request to Hartford Life Insurance
Company, Attn: Individual Annuity Operations, P.O. Box 5085, Hartford, CT
06102-5085.

Date of Prospectus: May 1, 1997

Date of Statement of Additional Information: May 1, 1997

<PAGE>

-1-

TABLE OF CONTENTS

SECTION PAGE
- ------- ----

INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

DESCRIPTION OF HARTFORD LIFE INSURANCE COMPANY . . . . . . . . . . . . . .

SAFEKEEPING OF ASSETS. . . . . . . . . . . . . . . . . . . . . . . . . . .

INDEPENDENT PUBLIC ACCOUNTANTS . . . . . . . . . . . . . . . . . . . . . .

DISTRIBUTION OF CONTRACTS. . . . . . . . . . . . . . . . . . . . . . . . .

CONTRACTS ISSUED FROM OCTOBER 15, 1986 UNTIL APPROXIMATELY
SEPTEMBER 1, 1988 (PUTNAM CAPITAL MANAGER I) . . . . . . . . . . . . .

CONTRACTS ISSUED FROM SEPTEMBER 1, 1988 UNTIL MAY 1, 1990
AND IN CERTAIN STATES WHERE THE CONTRACT DESCRIBED IN
THIS PROSPECTUS HAS NOT BEEN APPROVED. . . . . . . . . . . . . . . . .

CALCULATION OF YIELD AND RETURN. . . . . . . . . . . . . . . . . . . . . .

PERFORMANCE COMPARISONS. . . . . . . . . . . . . . . . . . . . . . . . . .

FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . .

<PAGE>

-2-

INTRODUCTION

The tax deferred variable annuity Contracts described in the Prospectus are
designed to provide Annuity benefits to individuals who have established or wish
to establish retirement programs which may or may not qualify for special
Federal income tax treatment. The Annuitant under these Contracts may receive
Annuity benefits in accordance with the Annuity option selected and the
retirement program, if any, under which the Contracts have been purchased.
Annuity payments under a Contract will begin on a particular future date which
may be selected at any time under the Contract or automatically when the
Annuitant reaches age 90 except in certain states where deferral past age 85 is
not permitted. There are several alternative annuity payment options available
under the Contract (see "Optional Forms of Annuity," page of the
Prospectus).

The Premium Payments under a Contract, less any applicable Premium Taxes, will
be applied to the Separate Account and/or the Fixed Account. Accordingly, the
net Premium Payment under the Contract will be applied to purchase interests in
one or more of the following ten portfolios ("Funds") of Putnam Capital Manager
Trust, an open-end diversified series investment company: PCM Diversified
Income Fund, PCM Global Asset Allocation Fund, PCM Global Growth Fund, PCM
Growth and Income Fund, PCM High Yield Fund, PCM Money Market Fund, PCM New
Opportunities Fund, PCM U.S. Government and High Quality Bond Fund, PCM
Utilities Growth and Income Fund, and PCM Voyager Fund.

Shares of the Funds are purchased by the Separate Account without the imposition
of any additional sales charge. The value of a Contract depends on the value of
the shares of the Fund held by the Separate Account pursuant to that Contract.
As a result, the Contract Owner bears the investment risk since market value of
the shares may increase or decrease.

The Contracts provide that in the event the Annuitant dies before the selected
Annuity Commencement Date, the Contingent Annuitant will become the Annuitant.
If the Annuitant dies before the Annuity Commencement Date and there is no
designated Contingent Annuitant, or the Contingent Annuitant predeceases the
Annuitant, or if the Contract Owner dies before the Annuity Commencement Date,
the Beneficiary will receive the Contract Value determined on the date of
receipt of due proof of death by Hartford Life Insurance Company ("Hartford") in
its Home Office. However, if upon death prior to the Annuity Commencement Date,
the Annuitant or Contract Owner, as applicable, had not attained his 85th
birthday, the Beneficiary will receive the greater of (a) the Contract Value
determined as of the day written proof of death of such person is received by
Hartford, or (b) 100% of the total Premium Payments made to such Contract,
reduced by any prior surrenders, or (c) the Contract Value on the Specified
Contract Anniversary immediately preceding the date of death, increased by the
dollar amount of any Premium Payments made and reduced by the dollar amount of
any partial terminations since the immediately preceding Specified Contract
Anniversary.

<PAGE>

-3-

DESCRIPTION OF HARTFORD LIFE INSURANCE COMPANY

Hartford Life Insurance Company ("Hartford") is a stock life insurance company
engaged in the business of writing health and life insurance, both individual
and group, in all states of the United States and the District of Columbia.
Hartford was originally incorporated under the laws of Massachusetts on June 5,
1902, and was subsequently redomiciled to Connecticut. Its offices are located
in Simsbury, Connecticut; however, its mailing address is P.O. Box 2999,
Hartford, CT 06104-2999. Hartford is a subsidiary of Hartford Fire Insurance
Company, one of the largest multiple lines insurance carriers in the United
States. Hartford is ultimately owned by ITT Hartford Group, Inc., a Delaware
corporation. Subject to shareholder approval on May 2, 1997, the name of ITT
Hartford Group, Inc. will change to The Hartford Financial Services Group, Inc.

Hartford is rated A+ (superior) by A.M. Best and Company, Inc., on the basis of
its financial soundness and operating performance. Hartford is rated AA by
Standard & Poor's and AA+ by Duff and Phelps on the basis of its claims paying
ability. These ratings do not apply to the investment performance of the
Sub-Accounts of the Separate Account. The ratings apply to Hartford's ability
to meet its insurance obligations, including those described in this Prospectus.

SAFEKEEPING OF ASSETS

Title to the assets of the Separate Account is held by Hartford. The assets are
kept physically segregated and are held separate and apart from Hartford's
general corporate assets. Records are maintained of all purchases and
redemptions of Fund shares held in each of the Sub-Accounts.

INDEPENDENT PUBLIC ACCOUNTANTS

The audited consolidated financial statements and financial statement schedules
included in this Statement of Additional Information and elsewhere in the
registration statement have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their reports with respect thereto, and are
included herein in reliance upon the authority of said firm as experts in giving
said reports. Reference is made to said report on the consolidated financial
statements of Hartford Life Insurance Company (the Depositor), which includes an
explanatory paragraph with respect to the change in method of accounting for
debt and equity securities as of January 1, 1994, as discussed in Note 2 of
Notes to Consolidated Financial Statements. The principal business address of
Arthur Andersen LLP is One Financial Plaza, Hartford, Connecticut 06103.

DISTRIBUTION OF CONTRACTS

Hartford Securities Distribution Company, Inc. ("HSD") serves as Principal
Underwriter for the securities issued with respect to the Separate Account and
will offer the Contracts on a continous basis. HSD is a wholly-owned subsidiary
of Hartford. The principal business address of HSD is the same as Hartford.

<PAGE>

-4-

The securities will be sold by salespersons of HSD who represent Hartford as
insurance and Variable Annuity agents and who are registered representatives of
Broker-Dealers who have entered into distribution agreements with HSD.

HSD is registered with the Securities and Exchange Commission under the
Securities Exchange Act of 1934 as a Broker-Dealer and is a member of the
National Association of Securities Dealers, Inc. ("NASD").

Commissions will be paid by Hartford and will not be more than 6% of premium
payments from time to time, Hartford may pay or permit other promotion
incentives in cash or credit or other compensation.

CONTRACTS ISSUED FROM OCTOBER 15, 1986 UNTIL APPROXIMATELY SEPTEMBER 1, 1988

(Putnam Capital Manager I)

The Contract provisions for Contracts issued prior to September 1, 1988, are the
same as the provisions detailed in the Prospectus, except for the following:

1. PREMIUM PAYMENTS

The minimum initial Premium Payment is $5,000, except in New York, where the
minimum initial Premium Payment is $2,000 and the minimum subsequent Premium
Payment is $1,000.

2. SALES EXPENSES

The contingent deferred sales charge is a percentage of the amount withdrawn
(not to exceed the aggregate amount of the Premium Payments made) and equals:

Charge Length of Time from Premium Payment
------ -----------------------------------
(Number of Years)

5% 1
5% 2
4% 3
3% 4
2% 5
0% 6 or more

<PAGE>

-5-

3. The Specified Contract

Anniversary for purposes of determining the Death Benefit is every fifth
Contract Anniversary, i.e., the 5th , 10th, 15th, etc. Contract Anniversary.

4. Annuity Options

The following option is available with respect to Qualified Contracts only if
the guaranteed period is less than the life expectancy of the Annuitant at the
time the option becomes effective. Such life expectancy shall be computed on
the basis of the mortality table prescribed by the IRS, or if none is
prescribed, the mortality table then in use by Hartford.

Unit Refund Life Annuity (Variable Annuities Only)

The amount of the additional payments will be determined by multiplying such
excess by the Annuity Unit value as of the date that proof of death is received
by Hartford.

5. ANNUITY PAYMENTS

When Annuity payments are to commence, the value of the Contract is determined
as the product of the value of the Accumulation Unit of each Sub-Account as of
the close of business on the fifth business day preceding the date the first
Annuity payment is due and the number of Accumulation Units credited to each
Sub-Account as of the date the Annuity is to commence.

The amount of the first monthly Annuity payment, determined as described above,
is divided by the value of an Annuity Unit for the appropriate Sub-Account as of
the close of business on the fifth business day preceding the day on which the
payment is due in order to determine the number of Annuity Units represented by
the first payment.

6. THE FIXED ACCOUNT AND RESTRICTIONS ON TRANSFER

All reference to the Fixed Account, and certain restrictions as to transfers do
not apply, except as to third party designees of the Contract Owner.

<PAGE>

-6-

CONTRACTS ISSUED BETWEEN SEPTEMBER 1, 1988 AND MAY 1, 1990

(Putnam Capital Manager II)

1. PREMIUM PAYMENTS

There is no premium payments below $1,000 for initial payments and $500 for
subsequent payments.

2. SALES EXPENSES

The contingent deferred sales charge is a percentage of the amount withdrawn
(not to exceed the aggregate amount of the Premium Payments made) and equals:

Charge Length of Time from Premium Payment
------ -----------------------------------
(Number of Years)

6% 1
6% 2
6% 3
6% 4
5% 5
4% 6
0% 7 or more

3. WITHDRAWAL PRIVILEGES

The withdrawal privilege is limited to withdrawals of up to 10% per year of the
Premium Payments after the first Contract Year.

4. FIXED ACCOUNT

Transfers from the Fixed Account into a Sub-Account may be made only during the
60 day period immediately following the Contract Anniversary. The maximum
amount which may be transferred from the Fixed Account is the greater of 30% of
the Fixed Account balance at the time of transfer or the greatest amount of any
transfer from the Fixed Accounts. There is no renewal interest rate exception.

<PAGE>

-7-

5. DEATH BENEFIT

The Specified Contract Anniversary for determining the Death Benefit is every
sixth Contract Anniversary, except in North Carolina (i.e. the 6th, 12th, 18th,
etc. Contract Anniversaries).

CALCULATION OF YIELD AND RETURN

YIELD OF THE PCM MONEY MARKET FUND SUB-ACCOUNT. As summarized in the Prospectus
under the heading "Performance Related Information," the yield of the
Sub-Account for a seven day period (the "base period") will be computed by
determining the "net change in value" of a hypothetical account having a balance
of one unit at the beginning of the period, dividing the net change in account
value by the value of the account at the beginning of the base period to obtain
the base period return, and multiplying the base period return by 365/7 with the
resulting yield figure carried to the nearest hundredth of one percent. Net
changes in value of a hypothetical account will include net investment income of
the account (accrued dividends as declared by the underlying funds, less expense
and Contract charges of the account) for the period, but will not include
realized gains or losses or unrealized appreciation or depreciation on the
underlying fund shares.

The effective yield is calculated by compounding the base period return by
adding 1, raising the sum to a power equal to 365/7 and subtracting 1 from the
result, according to the following formula:

Effective Yield = [(Base Period Return + 1)(365/7)] - 1

The Money Market Fund Sub-Account's yield and effective yield will vary in
response to fluctuations in interest rates and in the expenses of the
Sub-Account.

The High Yield Fund, U.S. Government and High Quality Bond Fund, and PCM Growth
and Income Fund Sub-Accounts' yields will vary from time to time depending upon
market conditions and, the composition of the underlying funds' portfolios.
Yield should also be considered relative to changes in the value of the
Sub-Accounts' shares and to the relative risks associated with the investment
objectives and policies of the Funds.

CALCULATION OF TOTAL RETURN. As summarized in the Prospectus under the heading
"Performance Related Information", total return is a measure of the change in
value of an investment in a Sub-Account over the period covered. The formula
for total return used herein includes three steps: (1) calculating the value of
the hypothetical initial investment of $1,000 as of the end of the period by
multiplying the total number of units owned at the end of the period by the unit
value per unit on the last trading day of the period; (2) assuming redemption at
the end of the period and deducting any applicable contingent deferred sales
charge and (3) dividing this account value for the hypothetical investor by the
initial $1,000 investment and annualizing the

<PAGE>

-8-

result for periods of less than one year. Total return will be calculated for
one year, five years, and ten years or some other relevant periods if a
Sub-Account has not been in existence for at least ten years.

At any time in the future, yields and total return may be higher or lower than
past yields and there can be no assurance that any historical results will
continue.

PERFORMANCE COMPARISONS

YIELD AND TOTAL RETURN. The total return and yield may also be used to compare
the performance of the Sub-Accounts against certain widely acknowledged outside
standards or indices for stock and bond market performance. Index performance
is not representative of the performance of the PCM Sub-Account to which it is
compared and is not adjusted for commissions and other costs. Portfolio
holdings of the PCM Sub-Account will differ from those of the index to which it
is compared. Performance comparison indices include the following:

The Consumer Price Index, prepared by the U.S. Bureau of Labor Statistics, is a
commonly used measure of the rate of inflation. The index shows the average
change in the cost of selected consumer goods and services and does not
represent a return on an investment vehicle.

The Dow Jones Industrial Average is an unmanaged list of 30 common stocks
frequently used as a general measure of stock market performance. Its
performance figures reflect changes of market prices and reinvestment of all
distributions.

Lehman Brothers Corporate Bond Index is an unmanaged list of publicly issued,
fixed-rate, non-convertible investment-grade domestic corporate debt securities
frequently used as a general measure of the performance of fixed-income
securities. The average quality of bonds included in the index may be higher
than the average quality of those bonds in which PCM High Yield Fund customarily
invests. The index does not include bonds in certain of the lower rating
classifications in which the Fund may invest. The performance figures of the
index reflect changes in market prices and reinvestment of all interest
payments.

The Lehman Brothers Government Bond Index (the "SL Government Index") is a
measure of the market value of all public obligations of the U.S. Treasury; all
publicly issued debt of all agencies of the U.S. Government and all
quasi-federal corporations; and all corporate debt guaranteed by the U.S.
Government. Mortgage-backed securities, flower bonds and foreign targeted
issues are not included in the SL Government Index.

<PAGE>

-9-

The Lehman Brothers Government/Corporate Bond Index (the "SL
Government/Corporate Index") is a measure of the market value of
approximately 5,300 bonds with a face value currently in excess of $1.3
trillion. To be included in the SL Government/Corporate Index, an issue must
have amounts outstanding in excess of $1 million, have at least one year to
maturity and be rated "Baa" or higher ("investment grade") by a nationally
recognized rating agency. The index does not include bonds in certain of the
lower-rating classifications in which PCM High Yield Fund invests. Its
performance figures reflect changes in market prices and reinvestment of all
interest payments.

Morgan Stanley Capital International World Index is an unmanaged list of
approximately 1,450 equity securities listed on the stock exchanges of the
United States, Europe, Canada, Australia, New Zealand and the Far East, with all
values expressed in U.S. dollars. Performance figures reflect changes in market
prices and reinvestment of distributions net of withholding taxes. The
securities in the index change over time to maintain representativeness.

The NASDAQ-OTC Industrial Average (The "NASDAQ Index") is a market
value-weighted and unmanaged index showing the changes in the aggregate market
value of approximately 3,500 stocks relative to the base measure of 100.00 on
February 5, 1971. The NASDAQ Index is composed entirely of common stocks of
companies traded over-the-counter and often through the National Association of
Securities Dealers Automated Quotations ("NASDAQ") system. Only those
over-the-counter stocks having only one market maker or traded on exchanges are
excluded. Its performance figures reflect changes of market prices but do not
reflect reinvestment of cash dividends.

Salomon Brothers Long-Term High-Grade Corporate Bond Index is an unmanaged list
of publicly traded corporate bonds having a rating of at least AA by Standard &
Poor's or Aa by Moody's and is frequently used as general measure of the
performance of fixed-income securities. The average quality of bonds included
in the index may be higher than the average quality of those bonds in which PCM
High Yield customarily invests. The index does not include bonds in certain of
the lower rating classifications in which the Fund may invest. Performance
figures for the index reflect changes of market prices and reinvestment of all
distributions.

The Salomon Brothers 7-10 Year Government Bond Index is an unmanaged list of
U.S. Government and government agency securities with maturities of 7 to 10
years. Performance figures for the index reflect changes of market prices and
reinvestment of all interest payments.

The Standard & Poor's Composite Index of 500 stocks (the "S&P 500") a market
value-weighted and unmanaged index showing changes in the aggregate market value
of 500 stocks relative to the base period 1941-43. The S&P 500 is composed
almost entirely of common stocks of companies listed on the New York Stock
Exchange, although the common stocks of a few companies listed on the American
Stock Exchange or traded over-the-counter are included. The

<PAGE>

-10-

500 companies represented include 400 industrial, 60 transportation and 40
financial services concerns. The S&P 500 represents about 80% of the market
value of all issues traded on the New York Stock Exchange. Its performance
figures reflect changes of market prices and reinvestment of all regular cash
dividends.

The Standard & Poor's 40 Utilities Index is unmanaged list of 40 utility stocks.
The Index assumes reinvestment of all distributions and reflects changes in
market prices but does not take into account brokerage commissions or other
fees. PCM Utilities Growth and Income Fund's telephone and electric utility
stocks are generally held in the same proportion as the telephone and electric
stocks in the S&P Utilities Index. However, there are some utility stocks held
by the Fund that are not part of the Index.

<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Hartford Life Insurance Company and Subsidiaries:

We have audited the accompanying consolidated balance sheets of Hartford Life
Insurance Company (a Connecticut corporation and wholly-owned subsidiary of
Hartford Life and Accident Insurance Company) and subsidiaries as of December
31, 1996 and 1995, and the related consolidated statements of income,
stockholder's equity and cash flows for each of the three years in the period
ended December 31, 1996. These consolidated financial statements and the
schedules referred to below are the responsibility of Hartford Life Insurance
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements and schedules based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Hartford Life Insurance Company and subsidiaries as of December 31, 1996 and
1995, and the results of their operations and their cash flows for each of the
three years in the period ended December 31, 1996 in conformity with generally
accepted accounting principles.

As discussed in Note 2 of Notes to Consolidated Financial Statements, Hartford
Life Insurance Company adopted a new accounting standard promulgated by the
Financial Accounting Standards Board, changing its method of accounting, as of
January 1, 1994, for debt and equity securities.

Our audits were made for the purpose of forming an opinion on the basic
consolidated financial statements taken as a whole. The schedules listed in the
Index to Consolidated Financial Statements and Schedules are presented for
purposes of complying with the Securities and Exchange Commission's rules and
are not a required part of the basic consolidated financial statements. These
schedules have been subjected to the auditing procedures applied in the audits
of the basic consolidated financial statements and, in our opinion, fairly state
in all material respects the financial data required to be set forth therein in
relation to the basic consolidated financial statements taken as a whole.

ARTHUR ANDERSEN LLP

Hartford, Connecticut
February 10, 1997

<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
FOR THE YEARS ENDED
DECEMBER 31,
------------------------
1996 1995 1994
------ ------ ------
(IN MILLIONS)
<S> <C> <C> <C>
Revenues
Premiums and other considerations............... $1,705 $1,487 $1,100
Net investment income........................... 1,397 1,328 1,292
Net realized capital (losses) gains............. (213) (11) 7
------ ------ ------
Total Revenues................................ 2,889 2,804 2,399
------ ------ ------
Benefits, Claims and Expenses
Benefits, claims and claim adjustment
expenses....................................... 1,535 1,422 1,405
Amortization of deferred policy acquisition
costs.......................................... 234 199 145
Dividends to policyholders...................... 635 675 419
Other insurance expenses........................ 427 317 227
------ ------ ------
Total Benefits, Claims and Expenses........... 2,831 2,613 2,196
------ ------ ------
Income before income tax expense................ 58 191 203
Income tax expense.............................. 20 62 65
------ ------ ------
Net income........................................ $ 38 $ 129 $ 138
------ ------ ------
------ ------ ------
</TABLE>

The accompanying notes to consolidated financial statements are an integral part
of the above statements.

<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
AS OF DECEMBER
31,
-----------------
1996 1995
------- -------
<S> <C> <C>
(IN MILLIONS
EXCEPT SHARE
DATA)
Assets
Investments
Fixed maturities, available for sale, at fair
value (amortized cost $13,579 and $14,440)..... $13,624 $14,400
Equity securities, available for sale, at fair
value.......................................... 119 63
Policy loans, at outstanding balance............ 3,836 3,381
Mortgage loans, at outstanding balance.......... 2 265
Other investments, at cost...................... 54 156
------- -------
Total investments............................. 17,635 18,265
Cash............................................ 43 46
Premiums and amounts receivable................. 137 165
Accrued investment income....................... 407 394
Reinsurance recoverable......................... 6,066 6,221
Deferred policy acquisition costs............... 2,760 2,188
Deferred income tax............................. 474 420
Other assets.................................... 357 234
Separate account assets......................... 49,690 36,264
------- -------
Total assets.................................. $77,569 $64,197
------- -------
------- -------
Liabilities
Future policy benefits.......................... $ 2,281 $ 2,373
Other policyholder funds........................ 22,134 22,598
Other liabilities............................... 1,572 1,233
Separate account liabilities.................... 49,690 36,264
------- -------
Total liabilities............................. 75,677 62,468
------- -------
Stockholder's Equity
Common stock, $5,690 par value, 1,000 shares
authorized, issued and outstanding............. 6 6
Capital surplus................................. 1,045 1,007
Net unrealized capital gain (loss) on
investments, net of tax........................ 30 (57)
Retained earnings............................... 811 773
------- -------
Total stockholder's equity.................... 1,892 1,729
------- -------
Total liabilities and stockholder's equity...... $77,569 $64,197
------- -------
------- -------
</TABLE>

The accompanying notes to consolidated financial statements are an integral part
of the above statements.

<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY

<TABLE>
<CAPTION>
NET UNREALIZED
CAPITAL GAIN
(LOSS) ON TOTAL
COMMON CAPITAL INVESTMENTS, RETAINED STOCKHOLDER'S
STOCK SURPLUS NET OF TAX EARNINGS EQUITY
------ -------------- -------------- -------- -------------
<S> <C> <C> <C> <C> <C>
(IN MILLIONS)
Balance, December 31, 1993.............. $6 $ 676 $ (5) $516 $1,193
Net income............................ -- -- -- 138 138
Dividends declared on common stock.... -- -- -- (10) (10)
Capital contribution.................. -- 150 -- -- 150
Change in net unrealized capital loss
on investments, net of tax(1)........ -- -- (649) -- (649)
--
------ ------ -------- ------
Balance, December 31, 1994.............. 6 826 (654) 644 822
Net income............................ -- -- -- 129 129
Capital contribution.................. -- 181 -- -- 181
Change in net unrealized capital gain
on investments, net of tax........... -- -- 597 -- 597
--
------ ------ -------- ------
Balance, December 31, 1995.............. 6 1,007 (57) 773 1,729
Net income............................ -- -- -- 38 38
Capital contribution.................. -- 38 -- -- 38
Change in net unrealized capital gain
on investments, net of tax........... -- -- 87 -- 87
--
------ ------ -------- ------
Balance, December 31, 1996.............. $6 $1,045 $ 30 $811 $1,892
--
--
------ ------ -------- ------
------ ------ -------- ------
</TABLE>

- ------------------------

(1) The 1994 change in net unrealized capital loss on investments, net of tax,
includes a gain of $91 due to the adoption of SFAS No. 115 as discussed in
Note 2(b) of Notes to Consolidated Financial Statements.

The accompanying notes to consolidated financial statements are an integral part
of the above statements.

<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
--------------------------------
1996 1995 1994
-------- -------- --------
<S> <C> <C> <C>
(IN MILLIONS)
Operating Activities
Net income............................ $ 38 $ 129 $ 138
Adjustments to net income:
Net realized capital losses (gains) on
sale of investments.................. 213 11 (7)
Net amortization of premium on fixed
maturities........................... 14 21 41
Increase in deferred income taxes..... (102) (172) (128)
Increase in deferred policy
acquisition costs.................... (572) (379) (441)
Decrease (increase) in premiums and
amounts receivable................... 10 (81) 10
Increase in accrued investment
income............................... (13) (16) (106)
(Increase) decrease in other assets... (132) (177) 101
Decrease (increase) in reinsurance
recoverable.......................... 179 (35) 75
(Decrease) increase in liability for
future policy benefits............... (92) 483 224
Increase in other liabilities......... 477 281 191
-------- -------- --------
Cash provided by operating
activities......................... 20 65 98
-------- -------- --------
Investing Activities
Purchases of fixed maturity
investments.......................... (5,747) (6,228) (9,127)
Sales of fixed maturity investments... 3,459 4,845 5,713
Maturities and principal paydowns of
fixed maturity investments........... 2,693 1,741 1,931
Net purchase of other investments..... (107) (871) (1,338)
Net sales (purchases) of short-term
investments.......................... 84 (24) 135
-------- -------- --------
Cash provided by (used for)
investing activities............... 382 (537) (2,686)
-------- -------- --------
Financing Activities
Capital contribution.................. 38 -- 150
Dividends paid........................ -- -- (10)
Net (disbursements for) receipts from
investment and universal life-type
contracts (charged from) credited to
policyholder accounts................ (443) 498 2,467
-------- -------- --------
Cash (used for) provided by
financing activities............... (405) 498 2,607
-------- -------- --------
Net (decrease) increase in cash....... (3) 26 19
Cash--beginning of year............... 46 20 1
-------- -------- --------
Cash--end of year....................... $ 43 $ 46 $ 20
-------- -------- --------
-------- -------- --------
</TABLE>

The accompanying notes to consolidated financial statements are an integral part
of the above statements.

<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1996
(IN MILLIONS)

- ---------------------------------------------------

1. ORGANIZATION AND DESCRIPTION OF BUSINESS

These consolidated financial statements include Hartford Life Insurance
Company and its wholly-owned subsidiaries (the "Company"), ITT Hartford Life and
Annuity Insurance Company ("ILA") and ITT Hartford International Life
Reassurance Corporation ("HLRe"), formerly American Skandia Life Reinsurance
Corporation. The Company is a wholly-owned subsidiary of Hartford Life and
Accident Insurance Company ("HLA"), a wholly-owned subsidiary of Hartford Life,
Inc. ("Hartford Life"), a direct subsidiary of Hartford Accident and Indemnity
Company, an indirect subsidiary of ITT Hartford Group, Inc. ("The Hartford").
Hartford Life was formed on December 13, 1996 and capitalized on December 16,
1996 with the contribution of all the outstanding common stock of HLA. On
February 10, 1997, The Hartford, the ultimate parent of Hartford Life, announced
its intention to sell up to 20% of Hartford Life during the second quarter of
1997. Management believes that this transaction will not have a material impact
on the operations of the Company (See Note 11).

On December 19, 1995, ITT Industries, Inc. (formerly ITT Corporation)("ITT")
distributed all the outstanding shares of capital stock of The Hartford to ITT
stockholders of record on such date (the transactions relating to such
distribution are referred to herein as the "ITT Spin-off"). As a result of the
ITT Spin-off, The Hartford became an independent, publicly traded company.

The Company is a leading insurance and financial services company which
provides: (a) investment products such as individual variable annuities and
fixed market value adjusted annuities, deferred compensation plan services and
mutual funds for savings and retirement needs; (b) life insurance for income
protection and estate planning; and (c) employee benefits products such as
corporate owned life insurance.

- ---------------------------------------------------

2. SIGNIFICANT ACCOUNTING POLICIES

(A) BASIS OF PRESENTATION

These financial statements present the financial position, results of
operations and cash flows of the Company, and all material intercompany
transactions and balances between Hartford Life Insurance Company and its
subsidiaries have been eliminated. The consolidated financial statements are
prepared on a basis of generally accepted accounting principles which differ
materially from the statutory accounting prescribed by various insurance
regulatory authorities.

The preparation of financial statements, in conformity with generally
accepted accounting principles, requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

(B) CHANGES IN ACCOUNTING PRINCIPLES

On November 14, 1996, the Emerging Issues Task Force ("EITF") reached a
consensus on Issue No. 96-12, "Recognition of Interest Income and Balance Sheet
Classification of Structured Notes". This Issue requires companies to record
income on certain structured securities on a retrospective interest method. The
Company adopted EITF No. 96-12 for structured securities acquired after November
14, 1996. Adoption of EITF No. 96-12 did not have a material effect on the
Company's financial condition or results of operations.

In June 1996, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 125, "Accounting for
Transfers and Servicing of Financial Assets and Extinguishment of Liabilities".
This statement established criteria for determining whether transferred assets
should be accounted for as sales or secured borrowings. Subsequently, in
December 1996, the FASB issued SFAS No. 127, "Deferral of Effective Date of
Certain Provisions of FASB Statement No. 125", which defers the effective date
of certain provisions of SFAS No. 125 for one year. Adoption of SFAS No. 125 is
not expected to have a material effect on the Company's financial condition or
results of operations.

In October 1995, the FASB issued SFAS No. 123, "Accounting for Stock-Based
Compensation", which is effective in 1996. As permitted by SFAS No. 123, the
Company continues to measure compensation costs of employee stock option plans
(relating to options on common stock of The Hartford) using the intrinsic value
method prescribed by Accounting Principles Board Opinion No. 25. As of February
10, 1997, the Company had not adopted an employee stock compensation plan.
Certain officers of the Company participate in The Hartford's stock option plan.

<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------

Compensation costs allocated by The Hartford to the Company, as well as pro
forma compensation costs as determined under SFAS No. 123, were immaterial to
the results of operations for 1996 and 1995.

Effective January 1, 1994, the Company adopted SFAS No. 115, "Accounting for
Certain Investments in Debt and Equity Securities". The new standard requires,
among other things, that securities be classified as "held-to-maturity",
"available-for-sale" or "trading" based on the Company's intentions with respect
to the ultimate disposition of the security and its ability to effect those
intentions. The classification determines the appropriate accounting carrying
value (cost basis or fair value) and, in the case of fair value, whether the
fair value difference from cost, net of tax, impacts stockholder's equity
directly or is reflected in the Consolidated Statements of Income. Investments
in equity securities had previously been and continue to be recorded at fair
value with the corresponding after-tax impact included in stockholder's equity.
Under SFAS No. 115, the Company's fixed maturity investments are classified as
"available-for-sale" and, accordingly, these investments are reflected at fair
value with the corresponding impact included as a component of stockholder's
equity designated as "Net unrealized capital gain (loss) on investments, net of
tax." As with the underlying investment security, unrealized capital gains and
losses on derivative financial instruments are considered in determining the
fair value of the portfolios. The impact of adoption was an increase to
stockholder's equity of $91 million. The Company's cash flows were not impacted
by this change in accounting principle.

Revenues for universal life policies and investment products consist of
policy charges for the cost of insurance, policy administration and surrender
charges assessed to policy account balances and are recognized in the period in
which services are provided. Premiums for traditional life insurance policies
are recognized as revenues when they are due from policyholders.

(D) FUTURE POLICY BENEFITS AND OTHER POLICYHOLDER FUNDS

Liabilities for future policy benefits are computed by the net level premium
method using interest rate assumptions varying from 3% to 11% and withdrawal and
mortality assumptions appropriate at the time the policies were issued.
Liabilities for universal life-type and investment contracts are stated at
policyholder account values before surrender charges.

(E) DEFERRED POLICY ACQUISITION COSTS

Policy acquisition costs, including commissions and certain underwriting
expenses associated with acquiring business, are deferred and amortized over the
estimated lives of the contracts, generally 20 years. Generally, acquisition
costs are deferred and amortized using the retrospective deposit method. Under
the retrospective deposit method, acquisition costs are amortized in proportion
to the present value of expected gross profits from surrender charges,
investment, mortality and expense margins. Actual gross profits can vary from
management's estimates resulting in increases or decreases in the rate of
amortization. Management periodically updates these estimates, when appropriate,
and evaluates the recoverability of the deferred acquisition cost asset. When
appropriate, management revises its assumptions on the estimated gross profits
of these contracts and the cumulative amortization for the books of business are
reestimated and readjusted by a cumulative charge or credit to income.

(F) POLICYHOLDER REALIZED CAPITAL GAINS AND LOSSES

Realized capital gains and losses on security transactions associated with
the Company's immediate participation guaranteed contracts are excluded from
revenues and deferred, since under the terms of the contracts the realized gains
and losses will be credited to policyholders in future years as they are
entitled to receive them.

(G) FOREIGN CURRENCY TRANSLATION

Foreign currency translation gains and losses are reflected in stockholder's
equity. Balance sheet accounts are translated at the exchange rates in effect at
each year end and income statement accounts are translated at the average rates
of exchange prevailing during the year. The national currencies of international
operations are generally their functional currencies.

(H) INVESTMENTS

The Company's investments in fixed maturities include bonds, redeemable
preferred stock and commercial paper which are classified as
"available-for-sale" and accordingly are carried at fair value with the
after-tax difference from cost reflected as a component of stockholder's equity
designated as "Net unrealized capital gain (loss) on investments, net of tax".
Equity securities, which include common and non-redeemable preferred stocks, are
carried at fair value with the after-tax difference from cost reflected in
stockholder's equity. Policy and mortgage loans are each carried at their
outstanding balance which approximates fair value. Investments in partnerships
and trusts are carried at cost. Net realized capital gains (losses), after
deducting the policyholders' share, are reported as a component of revenue and
are determined on a specific identification basis.

The Company's accounting policy for impairment recognition requires
recognition of an other than temporary impairment charge on a security if it is
determined that the Company is unable to recover all amounts due under the
contractual obligations of the security. In addition, the Company has
established specific criteria to be used in the

<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------

impairment evaluation of an individual portfolio of assets. Specifically, if the
asset portfolio is supporting a runoff operation, is forced to be liquidated
prior to maturity to meet liability commitments, and has fair value below
amortized cost, which will not materially fluctuate as a result of future
interest rate changes, then an other than temporary impairment condition has
been determined to have occurred. Each individual security within that portfolio
is evaluated to determine whether or not it is impaired. Once an impairment
charge has been recorded, the Company then continues to review the individual
impaired securities for appropriate valuation on an ongoing basis.

During 1996, it was determined that certain individual securities within the
investment portfolio supporting the Company's closed block of guaranteed rate
contracts ("Closed Book GRC") were impaired. With the initiation of certain
hedge transactions, which eliminated the possibility that the fair value of the
Closed Book GRC investments would recover to their current amortized cost, an
other than temporary impairment loss of $88 after tax was determined to have
occurred and was recorded.

(I) DERIVATIVE FINANCIAL INSTRUMENTS

The Company uses a variety of derivative financial instruments including
swaps, caps, floors, forwards and exchange traded financial futures and options
as part of an overall risk management strategy. These instruments are used as a
means of hedging exposure to price, foreign currency and/or interest rate risk
on anticipated investment purchases or existing assets and liabilities. The
Company does not hold or issue derivative financial instruments for trading
purposes. The Company's accounting for derivative financial instruments used to
manage risk is in accordance with the concepts established in SFAS No. 80,
"Accounting for Futures Contracts," SFAS No. 52, "Foreign Currency Translation",
American Institute of Certified Public Accountants Statement of Position 86-2,
"Accounting for Options", and various EITF pronouncements. Written options are,
in all cases, used in conjunction with other assets and derivatives as part of
the Company's asset/liability management strategies. Derivative instruments are
carried at values consistent with the asset or liability being hedged.
Derivatives used to hedge fixed maturities or equities are carried at fair value
with the after-tax difference from cost reflected in stockholder's equity.
Derivatives used to hedge other invested assets or liabilities are carried at
cost.

Derivatives must be designated at inception as a hedge and measured for
effectiveness both at inception and on an ongoing basis. The Company's minimum
correlation threshold for hedge designation is 80%. If correlation, which is
assessed monthly and measured based on a rolling three month average, falls
below 80%, hedge accounting will be terminated. Derivatives used to create a
synthetic asset must meet synthetic accounting criteria including designation at
inception and consistency of terms between the synthetic and the instrument
being replicated. Interest rate swaps are the primary type of derivatives used
to convert London interbank offered quotations for U.S. dollar deposits
("LIBOR") based variable rate instruments to fixed rate instruments. Synthetic
instrument accounting, consistent with industry practice, provides that the
synthetic asset is accounted for like the financial instrument it is intended to
replicate. Derivatives which fail to meet risk management criteria are marked to
market with the impact reflected in the Consolidated Statements of Income.

Gains or losses on financial futures contracts entered into in anticipation
of the future receipt of product cash flows are deferred and, at the time of the
ultimate purchase, reflected as an adjustment to the cost basis of the purchased
asset. Gains or losses on futures used in invested asset risk management are
deferred and adjusted into the cost basis of the hedged asset when the futures
contracts are closed, except for futures used in duration hedging which are
deferred and are adjusted into the cost basis on a quarterly basis. The
adjustments to the cost basis are amortized into investment income over the
remaining asset life.

Open forward commitment contracts are marked to market through stockholder's
equity. Such contracts are recorded at settlement by recording the purchase of
the specified securities at the previously committed price. Gains or losses
resulting from the termination of the forward commitment contracts before the
delivery of the securities are recognized immediately in the Consolidated
Statements of Income as a component of net investment income.

The cost of purchased options and/or premiums received on covered written
options, entered into as part of an asset/liability management strategy, is/are
adjusted into the cost basis of the underlying asset or liability and amortized
over the remaining life of the hedge. Gains or losses on expiration or
termination of the hedge are adjusted into the basis of the underlying asset or
liability and amortized over the remaining asset life. The Company had no
written options as of December 31, 1996 and 1995.

Interest rate swaps involve the periodic exchange of payments without the
exchange of underlying principal or notional amounts. Net receipts or payments
are accrued and recognized over the life of the swap agreement as an adjustment
to income. Should the swap be terminated, the gain or loss is adjusted into the
basis of the asset or liability and amortized over the remaining life. Should
the hedged asset be sold or liability terminated without terminating the swap
position, any swap gains or losses are immediately recognized in earnings.
Interest rate swaps purchased in anticipation of an asset purchase (an
"anticipatory transaction") are recognized consistent with the underlying asset
components such that the settlement component is recognized in the Consolidated
Statements of Income while the change in market value is recognized as an
unrealized gain or loss.

<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------

Premiums paid on purchased floor or cap agreements and the premium received
on issued floor or cap agreements (used for risk management) are adjusted into
the basis of the applicable asset and amortized over the asset life. Gains or
losses on termination of such positions are adjusted into the basis of the asset
or liability and amortized over the remaining asset life. Net payments are
recognized as an adjustment to income or basis adjusted and amortized depending
on the specific hedge strategy.

Forward exchange contracts and foreign currency swaps are accounted for in
accordance with SFAS No. 52.

(J) RELATED PARTY TRANSACTIONS

Transactions of the Company with HLA and its affiliates relate principally
to tax settlements, reinsurance, insurance coverage, rental and service fees and
payment of dividends and capital contributions. In addition, certain affiliated
insurance companies purchased group annuity contracts from the Company to fund
pension costs and claim annuities to settle casualty claims. Substantially all
general insurance expenses related to the Company, including rent and employee
benefit plan expenses, are initially paid by Hartford Fire Insurance Company, an
indirect subsidiary of The Hartford ("Hartford Fire"). Direct expenses are
allocated to the Company using specific identification, and indirect expenses
are allocated using other applicable methods. Indirect expenses include those
for corporate areas which, depending on the type, are allocated based on either
a percentage of direct expenses or on utilization. Indirect expenses allocated
to the Company by Hartford Fire were $40, $45 and $41 in 1996, 1995 and 1994,
respectively. Management of the Company believes that the methods used are
reasonable. In addition, the Company was charged its share of costs allocated to
The Hartford by ITT prior to the ITT Spin-off, which were immaterial in 1995 and
1994. The Company had a receivable from The Hartford of $1 and a payable to The
Hartford of $2 at December 31, 1996 and 1995, respectively.

In 1996, the Company ceded approximately $33.3 billion of group life
insurance in force and $318 million of disability premium to HLA and assumed
$8.5 billion of individual life insurance in force from HLA.

On June 30, 1995, the ownership of ITT Lyndon Insurance Company was
transferred to the Company via a capital contribution of $181 million,
representing the net assets of the company. Also, in 1996, the Company received
a capital contribution of $37.5 million from its parent HLA.

(K) DIVIDENDS TO POLICYHOLDERS

Certain life insurance policies contain dividend payment provisions that
enable the policyholder to participate in the earnings of the life insurance
subsidiaries of the Company. The participating insurance in force accounted for
44%, 41%, and 43% in 1996, 1995, and 1994, respectively, of total life insurance
in force.

- ---------------------------------------------------

3. INVESTMENTS

(A) COMPONENTS OF NET INVESTMENT INCOME

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------
1996 1995 1994
--------- --------- ---------
<S> <C> <C> <C>
Interest income................ $ 1,452 $ 1,338 $ 1,247
(Losses) income from other
investments................... (42) 1 54
--------- --------- ---------
Gross investment income........ 1,410 1,339 1,301
Less: Investment expenses...... 13 11 9
--------- --------- ---------
Net investment income.......... $ 1,397 $ 1,328 $ 1,292
--------- --------- ---------
--------- --------- ---------
</TABLE>

(B) COMPONENTS OF NET REALIZED CAPITAL GAINS (LOSSES)

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------
1996 1995 1994
--------- --------- ---------
<S> <C> <C> <C>
Fixed maturities............... $ (201) $ 23 $ (34)
Equity securities.............. 2 (6) (11)
Real estate and other.......... (4) (25) 47
Less: (Increase) decrease in
liability to policyholders for
realized capital gains
(losses)...................... (10) (3) 5
--------- --------- ---------
Net realized capital (losses)
gains......................... $ (213) $ (11) $ 7
--------- --------- ---------
--------- --------- ---------
</TABLE>

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------------
1996 1995 1994
----- ----- ---------
<S> <C> <C> <C>
Gross unrealized gains........... $ 13 $ 4 $ 2
Gross unrealized losses.......... (1) (2) (11)
--- --- ---------
Net unrealized capital gains
(losses)........................ 12 2 (9)
Deferred income tax liability
(asset)......................... 4 1 (3)
--- --- ---------
Net unrealized capital gains
(losses), after tax............. 8 1 (6)
Balance beginning of year........ 1 (6) (5)
--- --- ---------
Change in net unrealized capital
gains (losses) on investments... $ 7 $ 7 $ (1)
--- --- ---------
--- --- ---------
</TABLE>

<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------

(D) NET UNREALIZED CAPITAL GAINS (LOSSES) ON FIXED MATURITIES

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER
31,
--------------------
1996 1995
--------- ---------
<S> <C> <C>
Gross unrealized gains..................................................................................... $ 386 $ 529
Gross unrealized losses.................................................................................... (341) (569)
Unrealized (gains) losses credited to policyholders........................................................ (11) (52)
--------- ---------
Net unrealized capital gains (losses)...................................................................... 34 (92)
Deferred income tax liability (asset)...................................................................... 12 (34)
--------- ---------
Net unrealized capital gains (losses), after tax........................................................... 22 (58)
Balance beginning of year.................................................................................. (58) (648)
--------- ---------
Change in net unrealized capital gains (losses) on investments............................................. $ 80 $ 590
--------- ---------
--------- ---------

1994
---------
<S> <C>
Gross unrealized gains..................................................................................... $ 150
Gross unrealized losses.................................................................................... (1,185)
Unrealized (gains) losses credited to policyholders........................................................ 37
---------
Net unrealized capital gains (losses)...................................................................... (998)
Deferred income tax liability (asset)...................................................................... (350)
---------
Net unrealized capital gains (losses), after tax........................................................... (648)
Balance beginning of year.................................................................................. 161
---------
Change in net unrealized capital gains (losses) on investments............................................. $ (809)
---------
---------
</TABLE>

(E) COMPONENTS OF FIXED MATURITIES INVESTMENTS

<TABLE>
<CAPTION>
AS OF DECEMBER 31, 1996
---------------------------------
GROSS UNREALIZED
AMORTIZED --------------------
COST GAINS LOSSES
----------- --------- ---------
<S> <C> <C> <C>
U.S. government and government agencies and authorities (guaranteed and sponsored)............ $ 166 $ 12 $ (3)
U.S. government and government agencies and authorities (guaranteed and
sponsored)--asset-backed..................................................................... 1,970 161 (128)
States, municipalities and political subdivisions............................................. 373 6 (11)
International governments..................................................................... 281 12 (4)
Public utilities.............................................................................. 877 12 (8)
All other corporate including international................................................... 4,656 120 (107)
All other corporate--asset-backed............................................................. 3,601 49 (59)
Short-term investments........................................................................ 1,655 14 (21)
----------- --------- ---------
Total fixed maturities.................................................................... $ 13,579 $ 386 $ (341)
----------- --------- ---------
----------- --------- ---------

AS OF DECEMBER 31, 1995
---------------------------------
GROSS UNREALIZED
AMORTIZED --------------------
COST GAINS LOSSES
----------- --------- ---------
<S> <C> <C> <C>
U.S. government and government agencies and authorities (guaranteed and sponsored)............ $ 502 $ 4 $ (9)
U.S. government and government agencies and authorities (guaranteed and
sponsored)--asset-backed..................................................................... 3,568 210 (387)
States, municipalities and political subdivisions............................................. 201 4 (3)
International governments..................................................................... 291 19 (4)
Public utilities.............................................................................. 949 29 (2)
All other corporate including international................................................... 3,065 76 (55)
All other corporate--asset-backed............................................................. 5,056 187 (109)
Short-term investments........................................................................ 808 -- --
----------- --------- ---------
Total fixed maturities.................................................................... $ 14,440 $ 529 $ (569)
----------- --------- ---------
----------- --------- ---------

FAIR
VALUE
---------
<S> <C>
U.S. government and government agencies and authorities (guaranteed and sponsored)............ $ 175
U.S. government and government agencies and authorities (guaranteed and
sponsored)--asset-backed..................................................................... 2,003
States, municipalities and political subdivisions............................................. 368
International governments..................................................................... 289
Public utilities.............................................................................. 881
All other corporate including international................................................... 4,669
All other corporate--asset-backed............................................................. 3,591
Short-term investments........................................................................ 1,648
---------
Total fixed maturities.................................................................... $ 13,624
---------
---------

FAIR
VALUE
---------
<S> <C>
U.S. government and government agencies and authorities (guaranteed and sponsored)............ $ 497
U.S. government and government agencies and authorities (guaranteed and
sponsored)--asset-backed..................................................................... 3,391
States, municipalities and political subdivisions............................................. 202
International governments..................................................................... 306
Public utilities.............................................................................. 976
All other corporate including international................................................... 3,086
All other corporate--asset-backed............................................................. 5,134
Short-term investments........................................................................ 808
---------
Total fixed maturities.................................................................... $ 14,400
---------
---------
</TABLE>

<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------

The amortized cost and fair value of fixed maturities at December 31, 1996,
by maturity, are shown below. Asset-backed securities, including mortgage-backed
securities and collateralized mortgage obligations, are distributed to maturity
year based on the Company's estimates of the rate of future prepayments of
principal over the remaining lives of such securities. These estimates are
developed using prepayment speeds reported in broker consensus data and can be
expected to vary from actual experience. Expected maturities differ from
contractual maturities due to call or prepayment provisions.

<TABLE>
<CAPTION>
MATURITY AMORTIZED COST FAIR VALUE
- -------------------------- -------------- -----------
<S> <C> <C>
One year or less.......... $ 2,632 $ 2,642
Over one year through five
years.................... 5,871 5,928
Over five years through
ten years................ 3,320 3,311
Over ten years............ 1,756 1,743
------- -----------
Total................. $ 13,579 $ 13,624
------- -----------
------- -----------
</TABLE>

Sales of fixed maturities excluding short-term fixed maturities for the
years ended December 31, 1996, 1995 and 1994 resulted in proceeds of $3,459,
$4,848 and $5,708, respectively, resulting in gross realized capital gains of
$87, $91 and $71, respectively, and gross realized capital losses (including
investment writedowns) of $298, $72 and $100, respectively, not including
policyholder gains and losses. Sales of equity securities for the years ended
December 31, 1996, 1995 and 1994 resulted in proceeds of $74, $64 and $159,
respectively, resulting in gross realized capital gains of $2, $28 and $3,
respectively, and gross realized capital losses of $0, $59 and $14,
respectively, not including policyholder gains and losses.

(F) CONCENTRATION OF CREDIT RISK

As of December 31, 1996, the Company had a reinsurance recoverable of $3.8
billion from Mutual Benefit Life Assurance Corporation ("Mutual Benefit"),
supported by assets in a security trust of $3.8 billion (including policy loans
of $3.3 billion). The risk of Mutual Benefit becoming insolvent is mitigated by
the reinsurance agreement's requirement that the assets be kept in a security
trust with the Company as sole beneficiary. Excluding investments in U.S.
government and agencies, the Company has no other significant concentrations of
credit risk in fixed maturities.

(G) DERIVATIVE INVESTMENTS

Derivatives play an important role in facilitating the management of
interest rate risk, creating opportunities to fund product obligations hedging
against indexation risks that affect the value of certain liabilities and
adjusting broad investment risk characteristics when dictated by significant
changes in market risks. As an end user of derivatives, the Company uses a
variety of derivative financial instruments, including swaps, caps, floors,
forwards and exchange traded financial futures and options in order to hedge
exposure to price, foreign currency and/or interest rate risk on anticipated
investment purchases or existing assets and liabilities. The notional amounts of
derivative contracts represent the basis upon which pay and receive amounts are
calculated and are not reflective of credit risk for derivative contracts.
Credit risk for derivative contracts is limited to the amounts calculated to be
due to the Company on such contracts. The Company believes it maintains prudent
policies regarding the financial stability and credit standing of its major
counterparties and typically requires credit enhancement provisions to further
limit its credit risk. Many of these derivative contracts are bilateral
agreements that are not assignable without the consent of the relevant
counterparty. Notional amounts pertaining to derivative financial instruments
totaled $9.9 billion and $8.8 billion at December 31, 1996 and 1995,
respectively ($7.4 billion and $7.1 billion related to life insurance
investments and $2.5 billion and $1.7 billion related to life insurance
liabilities at December 31, 1996 and 1995, respectively).

<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------

The following table summarizes the Company's derivatives, segregated by
major categories, as of December 31, 1996 and 1995:

<TABLE>
<CAPTION>
AMOUNTS HEDGED (NOTIONAL AMOUNTS) (EXCLUDING
LIABILITY HEDGES)
--------------------------------------------------
PURCHASED
TOTAL ISSUED CAPS OPTIONS,
CARRYING & CAPS &
1996 VALUE FLOORS(C) FLOORS(D) FUTURES(E)
- ------------------------------------------------------------------------ --------- ----------- ----------- -------------
<S> <C> <C> <C> <C>
Asset-backed securities (excluding inverse floaters and anticipatory)... $ 5,242 $ 500 $ 2,454 $ --
Inverse floaters(a)..................................................... 352 98 856 --
Anticipatory(g)......................................................... -- -- -- 132
Other bonds and notes................................................... 7,369 425 440 5
Short-term investments.................................................. 661 -- -- --
--------- ----------- ----------- -----
Total fixed maturities.............................................. 13,624 1,023 3,750 137
Equity securities, policy loans and other investments................... 4,011 -- -- --
--------- ----------- ----------- -----
Total investments................................................... $ 17,635 $ 1,023 $ 3,750 $ 137
--------- ----------- ----------- -----
--------- ----------- ----------- -----
Total derivatives-fair value(b)..................................... $ (10) $ 35 $ --
----------- ----------- -----
----------- ----------- -----

AMOUNTS HEDGED (NOTIONAL AMOUNTS) (EXCLUDING
LIABILITY HEDGES)
--------------------------------------------------
PURCHASED
TOTAL ISSUED CAPS OPTIONS,
CARRYING & CAPS &
1995 VALUE FLOORS(C) FLOORS(D) FUTURES(E)
- ------------------------------------------------------------------------ --------- ----------- ----------- -------------
<S> <C> <C> <C> <C>
Asset-backed securities (excluding inverse floaters and anticipatory)... $ 5,764 $ 118 $ 3,133 $ 322
Inverse floaters(a)..................................................... 711 560 354 6
Anticipatory(g)......................................................... -- -- -- 213
Other bonds and notes................................................... 7,118 33 66 322
Short-term investments.................................................. 807 -- -- --
--------- ----------- ----------- -----
Total fixed maturities.............................................. 14,400 711 3,553 863
Equity securities, policy loans and other investments................... 3,865 -- -- --
--------- ----------- ----------- -----
Total investments................................................... $ 18,265 $ 711 $ 3,553 $ 863
--------- ----------- ----------- -----
--------- ----------- ----------- -----
Total derivatives-fair value(b)..................................... $ (32) $ 46 $ --
----------- ----------- -----
----------- ----------- -----

INTEREST FOREIGN TOTAL
RATE CURRENCY NOTIONAL
1996 SWAPS(H) SWAPS(F) AMOUNT
- ------------------------------------------------------------------------ ----------- ----------- -----------
<S> <C> <C> <C>
Asset-backed securities (excluding inverse floaters and anticipatory)... $ 941 $ -- $ 3,895
Inverse floaters(a)..................................................... 346 -- 1,300
Anticipatory(g)......................................................... -- -- 132
Other bonds and notes................................................... 1,079 125 2,074
Short-term investments.................................................. -- -- --
----------- ----- -----------
Total fixed maturities.............................................. 2,366 125 7,401
Equity securities, policy loans and other investments................... 19 -- 19
----------- ----- -----------
Total investments................................................... $ 2,385 $ 125 $ 7,420
----------- ----- -----------
----------- ----- -----------
Total derivatives-fair value(b)..................................... $ (25) $ (9) $ (9)
----------- ----- -----------
----------- ----- -----------

INTEREST FOREIGN TOTAL
RATE CURRENCY NOTIONAL
1995 SWAPS(H) SWAPS(F) AMOUNT
- ------------------------------------------------------------------------ ----------- ----------- -----------
<S> <C> <C> <C>
Asset-backed securities (excluding inverse floaters and anticipatory)... $ 290 $ -- $ 3,863
Inverse floaters(a)..................................................... 681 -- 1,601
Anticipatory(g)......................................................... 25 -- 238
Other bonds and notes................................................... 757 187 1,365
Short-term investments.................................................. -- -- --
----------- ----- -----------
Total fixed maturities.............................................. 1,753 187 7,067
Equity securities, policy loans and other investments................... 18 -- 18
----------- ----- -----------
Total investments................................................... $ 1,771 $ 187 $ 7,085
----------- ----- -----------
----------- ----- -----------
Total derivatives-fair value(b)..................................... $ (108) $ (24) $ (118)
----------- ----- -----------
----------- ----- -----------
</TABLE>

- ------------------------

(a) Inverse floaters are variations of collateralized mortgage obligations
("CMOs") for which the coupon rates move inversely with an index rate such
as LIBOR. The risk to principal is considered negligible as the underlying
collateral for the securities is guaranteed or sponsored by government
agencies. To address the volatility risk created by the coupon variability,
the Company uses a variety of derivative instruments, primarily interest
rate swaps and purchased caps and floors.

(b) The fair value of derivative instruments including swaps, caps, floors,
futures, options and forward commitments, was determined using a pricing
model which is validated through quarterly comparison to dealer quoted
market prices, for 1996 and dealer quoted prices for 1995.

(c) The 1996 data includes issued caps of $433 with a weighted average strike
rate of 8.21% (ranging from 7.0% to 9.5%) and over 93% maturing in 2000
through 2005. In addition, issued floors totaled $590, had a weighted
average strike rate of 5.17% (ranging from 5.00% to 7.85%) with all of them
maturing by the end of 2005. The 1995 data includes issued caps of $475 with
a weighted average strike rate of 8.5% (ranging from 7.0% to 10.4%) and over
85% maturing in 2000 through 2004. In addition, issued floors totaled $236,
had a weighted average strike rate of 8.1% (ranging from 5.3% to 10.9%) and
mature through 2007, with 76% maturing by 2004.

(d) The 1996 data includes purchased floors of $2.4 billion and purchased caps
of $1.3 billion. The floors had a weighted average strike rate of 5.84%
(ranging from 3.70% to 7.85%) and over 87% mature in 1997 through 1999. The
options mature in 1997. The caps had a weighted average strike rate of 7.59%
(ranging from 4.40% to 10.125%) and over 76% mature in 1997 through 2001.
The 1995 data includes purchased floors of $1.8 billion and purchased caps
of $1.7 billion. The floors had a weighted average strike price of 5.8%
(ranging from 3.7% to 6.8%) and over 85% mature in 1997 through 1999. The
caps had a weighted average strike price of 7.5% (ranging from 4.5% and
10.1%) and over 82% mature in 1997 through 1999.

<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------

(e) As of December 31, 1996 and 1995, over 39% and 95%, respectively, of the
notional futures contracts, expire within one year.

(f) As of December 31, 1996 and 1995, over 42% and 25%, respectively, of the
Company's foreign currency swaps, expire within one year; the balance mature
over the succeeding 4 to 5 years.

(g) Deferred gains and losses on anticipatory transactions are included in the
carrying value of bond investments in the Consolidated Balance Sheets. At
the time of the ultimate purchase, they are reflected as a basis adjustment
to the purchased asset. At December 31, 1996, the Company had $1 million in
net deferred gains for futures, interest rate swaps and purchased options.
The Company expects to basis adjust $1 million of the deferred gains in
1997. At December 31, 1995, the Company had $5.3 million in net deferred
gains for futures, interest rate swaps and purchased options.

(h) The following table summarizes the maturities by notional value of interest
rate swaps outstanding at December 31, 1996 and 1995, and the related
weighted average interest pay rate or receive rate. The variable rates
represent spot rates (primarily 90 day LIBOR), as of December 31, 1996 and
1995. Such variable rates have been calculated assuming that the spot rates
remain unchanged throughout the life of the interest rate swaps.

<TABLE>
<CAPTION>
1996 1997 1998 1999 2000 2001
- ------------------------------------------------------------ ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
PAY FIXED/RECEIVE VARIABLE
Notional Value $-- $50 $125 $35 $125
Weighted Average Pay Rate -- 5.7 % 5.9 % 5.5 % 5.5%
Weighted Average Receive Rate -- 3.2 % -- 6.5 % 6.4%
PAY VARIABLE/RECEIVE FIXED
Notional Value $86 $25 $486 $74 $582
Weighted Average Pay Rate 7.5 % -- 6.4 % 6.7 % 7.0%
Weighted Average Receive Rate 5.6 % -- 5.6 % 5.7 % 6.2%
PAY VARIABLE/RECEIVE DIFFERENT VARIABLE
Notional Value $19 $15 $-- $200 $--
Weighted Average Pay Rate 5.9 % 5.7 % -- 6.4 % --
Weighted Average Receive Rate 3.7 % 5.5 % -- 5.0 % --
Total Interest Rate Swaps $105 $90 $611 $309 $707
Total Weighted Average Pay Rate 7.2 % 5.7 % 6.3 % 6.4 % 6.7%
Total Weighted Average Receive Rate 5.2 % 3.8 % 4.3 % 5.4 % 6.3%

1995 1996 1997 1998 1999 2000
- ------------------------------------------------------------ ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
PAY FIXED/RECEIVE VARIABLE
Notional Value $15 $50 $-- $453 $31
Weighted Average Pay Rate 5.0 % 7.2 % -- 8.1 % 7.1%
Weighted Average Receive Rate 5.8 % 5.9 % -- 5.8 % 5.7%
PAY VARIABLE/RECEIVE FIXED
Notional Value $100 $68 $25 $25 $35
Weighted Average Pay Rate 5.9 % 8.6 % 5.9 % -- 5.9%
Weighted Average Receive Rate 2.4 % 7.9 % 4.0 % -- 6.5%
PAY VARIABLE/RECEIVE DIFFERENT VARIABLE
Notional Value $50 $18 $36 $12 $200
Weighted Average Pay Rate 5.8 % -- 3.7 % 3.5 % 4.5%
Weighted Average Receive Rate 5.4 % -- 5.6 % 5.2 % 6.8%
Total Interest Rate Swaps $165 $136 $61 $490 $266
Total Weighted Average Pay Rate 5.8 % 7.8 % 4.6 % 7.6 % 5.0%
Total Weighted Average Receive Rate 3.6 % 7.2 % 4.9 % 5.4 % 6.6%

<CAPTION>
LATEST
1996 THEREAFTER TOTAL MATURITY
- ------------------------------------------------------------ ------------- ----------- -----------
<S> <C> <C> <C>
PAY FIXED/RECEIVE VARIABLE
Notional Value $170 $505 2003
Weighted Average Pay Rate 5.7 % 5.7 %
Weighted Average Receive Rate 6.9 % 4.7 %
PAY VARIABLE/RECEIVE FIXED
Notional Value $349 $1,602 2007
Weighted Average Pay Rate 6.9 % 6.8 %
Weighted Average Receive Rate 5.9 % 5.9 %
PAY VARIABLE/RECEIVE DIFFERENT VARIABLE
Notional Value $44 $278 2003
Weighted Average Pay Rate 12.9 % 7.4 %
Weighted Average Receive Rate 6.4 % 5.2 %
Total Interest Rate Swaps $563 $2,385 2007
Total Weighted Average Pay Rate 7.0 % 6.6 %
Total Weighted Average Receive Rate 6.3 % 5.5 %
LATEST
1995 THEREAFTER TOTAL MATURITY
- ------------------------------------------------------------ ------------- ----------- -----------
<S> <C> <C> <C>
PAY FIXED/RECEIVE VARIABLE
Notional Value $229 $778 2004
Weighted Average Pay Rate 7.8 % 7.8 %
Weighted Average Receive Rate 5.9 % 5.9 %
PAY VARIABLE/RECEIVE FIXED
Notional Value $190 $443 2007
Weighted Average Pay Rate 5.4 % 5.4 %
Weighted Average Receive Rate 6.9 % 6.9 %
PAY VARIABLE/RECEIVE DIFFERENT VARIABLE
Notional Value $234 $550 2004
Weighted Average Pay Rate 16.3 % 5.7 %
Weighted Average Receive Rate 5.9 % 6.4 %
Total Interest Rate Swaps $653 $1,771 2007
Total Weighted Average Pay Rate 7.3 % 6.9 %
Total Weighted Average Receive Rate 6.3 % 5.8 %
</TABLE>

In addition, interest rate sensitivity related to certain Company insurance
liabilities was altered primarily through interest rate swap agreements. The
notional amount of the liability agreements in which the Company generally pays
one variable rate in exchange for another was $2.4 billion and $1.7 billion at
December 31, 1996 and 1995, respectively. As of December 31, 1996, the weighted
average pay rate was 5.6% and the weighted average receive rate was 6.5%. These
agreements mature at various times through 2001.

<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------

A reconciliation between notional amounts at December 31, 1995 and 1996 by
derivative type and strategy is as follows:

<TABLE>
<CAPTION>
BY DERIVATIVE TYPE
---------------------------------------------
12/31/95 MATURITIES/
NOTIONAL AMOUNT ADDITIONS TERMINATIONS
----------------- ----------- -------------
<S> <C> <C> <C>
Caps..................................................................... $ 2,184 $ 1,286 $ 1,715
Floors................................................................... 2,180 2,053 1,065
Options.................................................................. -- 10 --
Swaps/Forwards........................................................... 3,566 3,989 2,694
Futures.................................................................. 863 2,092 2,818
------ ----------- ------
Total................................................................ $ 8,793 $ 9,430 $ 8,292
------ ----------- ------
------ ----------- ------

BY STRATEGY
---------------------------------------------
12/31/95 MATURITIES/
NOTIONAL AMOUNT ADDITIONS TERMINATIONS
----------------- ----------- -------------
<S> <C> <C> <C>
Liability................................................................ $ 1,708 $ 1,940 $ 1,137
Anticipatory............................................................. 238 516 622
Asset.................................................................... 2,984 1,265 2,137
Portfolio................................................................ 3,863 5,709 4,396
------ ----------- ------
Total................................................................ $ 8,793 $ 9,430 $ 8,292
------ ----------- ------
------ ----------- ------

12/31/96
NOTIONAL AMOUNT
-----------------
<S> <C>
Caps..................................................................... $ 1,755
Floors................................................................... 3,168
Options.................................................................. 10
Swaps/Forwards........................................................... 4,861
Futures.................................................................. 137
------
Total................................................................ $ 9,931
------
------

12/31/96
NOTIONAL AMOUNT
-----------------
<S> <C>
Liability................................................................ $ 2,511
Anticipatory............................................................. 132
Asset.................................................................... 2,112
Portfolio................................................................ 5,176
------
Total................................................................ $ 9,931
------
------
</TABLE>

(H) FAIR VALUE OF FINANCIAL INSTRUMENTS

<TABLE>
<CAPTION>
AS OF DECEMBER 31, AS OF DECEMBER 31,
1996 1995
-------------------- --------------------
CARRYING FAIR CARRYING FAIR
AMOUNT VALUE AMOUNT VALUE
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
ASSETS
Fixed maturities............................................................. $ 13,624 $ 13,624 $ 14,400 $ 14,400
Equity securities............................................................ 119 119 63 63
Policy loans................................................................. 3,836 3,836 3,381 3,381
Mortgage loans............................................................... 2 2 265 265
Investments in partnerships and trust........................................ 48 48 94 97
Other........................................................................ 6 56 62 62
LIABILITIES
Other policy benefits........................................................ $ 11,707 $ 11,469 $ 12,727 $ 12,767
</TABLE>

The following methods and assumptions were used to estimate the fair value
of each class of financial instrument: fair value for fixed maturities and
equity securities approximate those quotations published by applicable stock
exchanges or received from other reliable sources; policy and mortgage loan
carrying amounts approximate fair value; investments in partnerships and trusts
are based on external market valuations from partnership and trust managements;
fair value of derivative instruments, including swaps, caps, floors, futures,
and forward commitments, is determined by using a pricing model which is
validated through quarterly comparison to dealer quoted market prices; and other
policy benefits payable for investment type contracts are determined by
estimating future cash flows discounted at the year end market rate.

- ---------------------------------------------------

4. INCOME TAX

Hartford Life and The Hartford have entered into a tax sharing agreement
under which each member, including the Company, in the consolidated U.S. federal
income tax return will make payments between them such that, with respect to any
period, the amount of taxes to be paid by Hartford Life for the Company, subject
to certain adjustments, generally will be determined as though the Company were
to file separate federal, state and local income tax returns.

As long as The Hartford continues to beneficially own, directly or
indirectly, at least 80% of the combined voting power and 80% of the value of
the outstanding capital stock of Hartford Life, the Company will be included for
federal income tax purposes in the consolidated group of which The Hartford is
the common parent. It is the current intention of The Hartford and its
subsidiaries to continue to file a consolidated federal income tax return. The
Company will continue to remit to (receive from) The Hartford a current income
tax provision (benefit) computed in accordance with such tax sharing agreement.
The Company's effective tax rate was 35%, 32% and 32% in 1996, 1995 and 1994,
respectively.

<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------

Income tax expense was as follows:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER
31,
-------------------------------
1996 1995 1994
--------- --------- ---------
<S> <C> <C> <C>
Current............................. $ 122 $ 211 $ 185
Deferred........................... (102) (149) (120)
--------- --------- ---------
Total............................ $ 20 $ 62 $ 65
--------- --------- ---------
--------- --------- ---------
</TABLE>

A reconciliation of the tax provision at the U.S. federal statutory rate to
the provision for income taxes was as follows:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER
31,
-------------------------------
1996 1995 1994
--------- --------- ---------
<S> <C> <C> <C>
Tax provision at U.S. statutory
rate............................... $ 20 $ 67 $ 71
Tax-exempt income.................. -- (3) (3)
Foreign tax credit................. -- (4) (1)
Other.............................. -- 2 (2)
--------- --------- ---------
Total............................ $ 20 $ 62 $ 65
--------- --------- ---------
--------- --------- ---------
</TABLE>

Income taxes paid were $189, $162 and $244 in 1996, 1995 and 1994,
respectively. The current tax refund due from The Hartford to the Company was
$72 and $8 as of December 31, 1996 and 1995, respectively.

Deferred tax assets (liabilities) included the following:

<TABLE>
<CAPTION>
AS OF
DECEMBER 31,
--------------------
1996 1995
--------- ---------
<S> <C> <C>
Tax return deferred acquisition costs......... $ 514 $ 410
Financial statement deferred acquisition costs
and reserves................................. (242) 138
Employee benefits............................. 8 8
Unrealized (gain) loss on investments......... (16) 32
Investments and other......................... 210 (168)
--------- ---------
Total..................................... $ 474 $ 420
--------- ---------
--------- ---------
</TABLE>

Prior to the Tax Reform Act of 1984, the Life Insurance Company Income Tax
Act of 1959 permitted the deferral from taxation of a portion of statutory
income under certain circumstances. In such circumstances, the deferred income
was accumulated in a "Policyholders' Surplus Account" and will be taxable in the
future only under conditions which management considers to be remote; therefore,
no Federal income taxes have been provided on this deferred income. The balance
for tax return purposes of the Policyholders' Surplus Account as of December 31,
1996 was $37.

- ---------------------------------------------------

5. REINSURANCE

The Company cedes insurance to non-affiliated insurers in order to limit its
maximum loss. Such transfer does not relieve the Company of its primary
liability. The Company also assumes insurance from other insurers.

Life insurance net retained premiums were comprised of the following:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------
1996 1995 1994
--------- --------- ---------
<S> <C> <C> <C>
Gross premiums..................... $ 1,834 $ 1,545 $ 1,316
Insurance assumed.................. 173 591 299
Insurance ceded.................... (302) (649) (515)
--------- --------- ---------
Total.......................... $ 1,705 $ 1,487 $ 1,100
--------- --------- ---------
--------- --------- ---------
</TABLE>

Life reinsurance recoveries, which reduced death and other benefits, for the
years ended December 31, 1996, 1995 and 1994 approximated $140, $220 and $164,
respectively.

In December 1994, the Company ceded to a third party $1.0 billion in
individual fixed and variable annuities on a modified coinsurance basis. In
December 1995, the Company ceded approximately $1.2 billion in individual
variable annuities on a modified coinsurance basis to a third party. These
transactions did not have a material impact on consolidated net income.

In May 1994, the Company assumed the life insurance policies and the
individual annuities of Pacific Standard with reserves and account values of
approximately $434 million. The Company received cash and investment grade
assets to support the life insurance and individual annuity contract obligations
assumed.

- ---------------------------------------------------

6.PENSION PLANS AND OTHER POSTRETIREMENT
BENEFITS

The Company's employees are included in Hartford Fire's noncontributory
defined benefit pension plans. These plans provide pension benefits that are
based on years of service and the employee's compensation during the last ten
years of employment. The Company's funding policy is to contribute annually an
amount between the minimum funding requirements set forth in the Employee
Retirement Income Security Act of 1974, as amended, and the maximum amount that
can be deducted for Federal income tax purposes. Generally, pension costs are
funded through the purchase of the Company's group pension contracts. The cost
to the Company was approximately $5, $2 and $2 in 1996, 1995 and 1994,
respectively.

The Company also provides, through Hartford Fire, certain health care and
life insurance benefits for eligible retired employees. A substantial portion of
the Company's employees may become eligible for these benefits upon retirement.
The Company's contribution for health care benefits will depend on the retiree's
date of retirement and years of service. In addition, the plan has a defined
dollar cap which limits average Company contributions. The Company has prefunded
a portion of the health care and life insurance obligations through trust funds
where such prefunding can be accomplished on a tax effective basis.

<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------

Postretirement health care and life insurance benefits expense, allocated by The
Hartford, was immaterial for 1996, 1995 and 1994, respectively.

The assumed rate of future increases in the per capita cost of health care
(the health care trend rate) was 9.3% for 1996, decreasing ratably to 6.0% in
the year 2001. Increasing the health care trend rates by one percent per year
would have an immaterial impact on the accumulated postretirement benefit
obligation and the annual expense. To the extent that the actual experience
differs from the inherent assumptions, the effect will be amortized over the
average future service of the covered employees.

- ---------------------------------------------------

7. BUSINESS SEGMENT INFORMATION

The Company sells financial products such as fixed and variable annuities,
retirement plan services, and life insurance on both an individual and a group
basis. The Company divides its core businesses into three segments: Investment
Products, Individual Life Insurance and Employee Benefits. In addition, the
Company also maintains a corporate operation and also classifies certain of its
business as Runoff operations. The Investment Products segment offers individual
variable annuities and fixed market value adjusted annuities, deferred
compensation and retirement plan services, mutual funds, investment management
services and other financial products. The Individual Life Insurance segment
sells a variety of individual life insurance products, including variable life,
universal life, and interest-sensitive whole life policies. The Employee
Benefits segment sells corporate owned life insurance. Through its corporate
operation, the Company reports net investment income on assets representing
surplus not assigned to any of its business segments and certain other revenues
and expenses not specifically allocable to any of its business segments. The
Company's Runoff operations are comprised of Closed Book GRC. With the exception
of Closed Book GRC, net realized capital gains and losses are recognized in the
period of realization but are allocated to the segments utilizing durations of
the segment portfolios.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------
1996 1995 1994
--------- --------- ---------
<S> <C> <C> <C>
REVENUES
Investment Products............... $ 1,013 $ 759 $ 594
Individual Life Insurance......... 440 383 375
Employee Benefits................. 1,366 1,273 919
Corporate Operations.............. 81 52 30
Runoff Operations................. (11) 337 481
--------- --------- ---------
Total Revenues.................. $ 2,889 $ 2,804 $ 2,399
--------- --------- ---------
--------- --------- ---------

YEAR ENDED DECEMBER 31,
-------------------------------
1996 1995 1994
--------- --------- ---------
<S> <C> <C> <C>
INCOME BEFORE INCOME TAX EXPENSE
Investment Products............... $ 230 $ 172 $ 127
Individual Life Insurance......... 68 56 39
Employee Benefits................. 43 37 27
Corporate Operations.............. 65 16 8
Runoff Operations................. (348) (90) 2
--------- --------- ---------
Income Before Income Tax
Expense........................ $ 58 $ 191 $ 203
--------- --------- ---------
--------- --------- ---------
<CAPTION>

YEAR ENDED DECEMBER 31,
-------------------------------
1996 1995 1994
--------- --------- ---------
<S> <C> <C> <C>
ASSETS
Investment Products............... $ 53,743 $ 40,624 $ 29,115
Individual Life Insurance......... 3,753 3,173 2,808
Employee Benefits................. 14,515 13,494 7,847
Corporate Operations.............. 1,891 1,729 822
Runoff Operations................. 3,667 5,177 7,257
--------- --------- ---------
Total Assets.................... $ 77,569 $ 64,197 $ 47,849
--------- --------- ---------
--------- --------- ---------
</TABLE>

- ---------------------------------------------------

8. STATUTORY NET INCOME AND SURPLUS

A significant percentage of the consolidated statutory surplus is
permanently reinvested or is subject to various state regulatory restrictions
which limit the payment of dividends without prior approval. The total amount of
statutory dividends which may be paid by the insurance subsidiaries of the
Company in 1997, without prior approval, is estimated to be $121 million.
Statutory net income and surplus as of and for the years ended December 31 were:

<TABLE>
<CAPTION>
1996 1995 1994
--------- --------- ---------
<S> <C> <C> <C>
Statutory net income...... $ 144 $ 112 $ 58
Statutory surplus......... $ 1,207 $ 1,125 $ 941
</TABLE>

The insurance subsidiaries of the Company prepare their statutory financial
statements in accordance with accounting practices prescribed by the State of
Connecticut Insurance Department. Prescribed statutory accounting practices
include publications of the National Association of Insurance Commissioners
("NAIC"), as well as state laws, regulations, and general administrative rules.

- ---------------------------------------------------

9. SEPARATE ACCOUNTS

The Company maintained separate account assets and liabilities totaling
$49.7 billion and $36.3 billion at December 31, 1996 and 1995, respectively,
which are reported at fair value. Separate account assets are segregated from
other investments, and investment income and gains and losses accrue directly to
the policyholder. Separate accounts reflect two categories of risk assumption:
non-guaranteed separate accounts totaling $39.4 billion and $25.9 billion at
December 31, 1996 and 1995, respectively, wherein the policyholder assumes the
investment risk, and

<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------

guaranteed separate account assets totaling $10.3 billion at December 31, 1996
and 1995, wherein the Company contractually guarantees either a minimum return
or account value to the policyholder. Included in the non-guaranteed category
are policy loans totaling $2.0 billion and $1.7 billion at December 31, 1996 and
1995, respectively. Investment income (including investment gains and losses)
and interest credited to policyholders on separate account assets are not
reflected in the Consolidated Statements of Income. Separate account management
fees, net of minimum guarantees, were $538, $387 and $256 in 1996, 1995 and
1994, respectively.

The guaranteed separate accounts include modified guaranteed individual
annuity and modified guaranteed life insurance. The average credited interest
rate on these contracts was 6.53% at December 31, 1996. The assets that support
these liabilities were comprised of $10.2 billion in fixed maturities at
December 31, 1996. The portfolios are segregated from other investments and are
managed so as to minimize liquidity and interest rate risk. To minimize the risk
of disintermediation associated with early withdrawals, individual annuity and
modified guaranteed life insurance contracts carry a graded surrender charge as
well as a market value adjustment. Additional investment risk is hedged using a
variety of derivatives which totaled $0.1 billion in carrying value and $2.4
billion in notional amounts at December 31, 1996.

- ---------------------------------------------------

10. COMMITMENTS AND CONTINGENCIES

Under insurance guaranty fund laws existing in each state, the District of
Columbia and Puerto Rico, insurers licensed to do business can be assessed by
state insurance guaranty associations for certain obligations of insolvent
insurance companies to policyholders and claimants. Recent regulatory actions
against certain large life insurers encountering financial difficulty have
prompted various state insurance guaranty associations to begin assessing life
insurance companies for the deemed losses. Most of these laws do provide,
however, that an assessment may be excused or deferred if it would threaten an
insurer's solvency and further provide annual limits on such assessments. A
large part of the assessments paid by the Company's insurance subsidiaries
pursuant to these laws may be used as credits for a portion of the Company's
insurance subsidiaries' premium taxes. The Company paid guaranty fund
assessments of approximately $11, $10 and $8 in 1996, 1995 and 1994,
respectively, of which $5, $6 and $4 were estimated to be creditable against
premium taxes.

The Company is a defendant in various lawsuits arising in the ordinary
course of business. In the opinion of management, the resolution of these
matters is not expected to have a material adverse effect on the Company's
business, financial position, or results of operations.

The rent paid to Hartford Fire for the space occupied by the Company was $3
in 1996, 1995, and 1994. The Company expects to pay annual rent of $7 in 1997,
1998, and 1999, respectively, $12 in 2000 and 2001, and $96 thereafter, over the
remaining term of the sublease, which expires on December 31, 2009. Rental
expense is recognized on a level basis over the term of the sublease and
amounted to approximately $8 in 1996, 1995 and 1994.

- ---------------------------------------------------

11. SUBSEQUENT EVENTS

On February 10, 1997, Hartford Life filed a registration statement with the
Securities and Exchange Commission relating to the U.S. and international
offerings of shares of Class A common stock (the "Equity Offerings")
representing up to 20% ownership of Hartford Life. After completion of the
Equity Offerings, The Hartford would own all of the shares of Class B Common
Stock (after reclassification of Hartford Life's common stock into Class B
Common Stock prior to March 31, 1997). Hartford Life intends to use the
estimated net proceeds of the Equity Offerings to make a capital contribution to
its insurance subsidiaries, to reduce its third-party indebtedness and for other
general corporate purposes.

The Hartford has advised the Company that its current intent is to continue
to beneficially own at least 80% of Hartford Life, but it is under no
contractual obligation to do so, except for a limited period. Provided that The
Hartford continues to beneficially own at least 80% of the combined voting power
or the value of the outstanding capital stock of Hartford Life, Hartford Life
will be included for federal income tax purposes in the controlled group of
which The Hartford is the common parent. Each member of a controlled group is
jointly and severally liable for pension funding and pension termination
liabilities of each other member of the controlled group, as well as certain
benefit plan taxes. Accordingly, the Company could be liable for pension
funding, pension termination liabilities and certain other pension related
excise taxes as well as other taxes of another member of The Hartford controlled
group in the event any such liability is incurred, and not discharged, by such
other member.

In connection with the proposed Equity Offerings, Hartford Life plans to
enter into formal agreements, including a master intercompany agreement,
investment management agreements and a new tax sharing agreement, with The
Hartford covering such matters as corporate services, approval of certain
corporate activities, registration rights, owned and leased space, allocation of
expenses, taxes and liabilities, investment advisory services, use of trademarks
and certain other corporate matters. As part of the master intercompany
agreement, Hartford Life would agree to remit to The Hartford 30% of any shared
liabilities for which The Hartford is responsible in respect of the ITT
Spin-off, 30% of any taxes which may be assessed to The

<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------

Hartford relating to the ITT Spin-off and will indemnify The Hartford for
certain other tax liabilities. As of December 31, 1996 there was no known
liability associated with the ITT Spin-off. Such agreements are meant to
maintain the relationship between Hartford Life and The Hartford in a manner
consistent in all material respects with past practice. As a result, management
believes these agreements should not have a material impact on the results of
operations of the Company.

In addition, under insurance company holding laws, agreements between
Hartford Life's insurance subsidiaries and The Hartford must be fair and
reasonable and may be subject to the approval of applicable insurance
commissioners. The agreements will be intended to maintain the relationship
between Hartford Life and The Hartford in a manner generally consistent with
past practices. However, none of these arrangements will result from
arm's-length negotiations and, therefore, the prices charged to Hartford Life
and its subsidiaries for services provided under these arrangements may be
higher or lower than prices that may be charged by third parties.

<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
SCHEDULE I -- SUMMARY OF INVESTMENTS (OTHER THAN INVESTMENTS IN AFFILIATES)
AS OF DECEMBER 31, 1996
(IN MILLIONS)

<TABLE>
<CAPTION>
ESTIMATED
FAIR
TYPE OF INVESTMENT COST VALUE
- ------------------------------------------------------------------------------------------------- --------- -----------
<S> <C> <C>
Fixed Maturities
Bonds and Notes
U.S. Government and government agencies and authorities
(guaranteed sponsored)........................................................................ $ 166 $ 175
U.S. Government and government agencies and authorities
(guaranteed sponsored)--asset-backed.......................................................... 1,970 2,003
States, municipalities and political subdivisions................................................ 373 368
International governments........................................................................ 281 289
Public utilities................................................................................. 877 881
All other corporate including international...................................................... 4,656 4,669
All other corporate--asset-backed................................................................ 3,601 3,591
Short-term investments........................................................................... 1,655 1,648
--------- -----------
Total Fixed Maturities........................................................................... $ 13,579 $ 13,624
Equity Securities
Common Stocks--industrial, miscellaneous, and all other.......................................... 110 119
Total Fixed Maturities and Equity Securities..................................................... $ 13,689 $ 13,743
Other Investments
Policy Loans..................................................................................... 3,836 3,836
Mortgage Loans................................................................................... 2 2
Investments in partnerships and trusts........................................................... 48 48
Futures, options, and miscellaneous.............................................................. 6 56
Total Other Investments.......................................................................... 3,892 3,942
--------- -----------
Total Investments................................................................................ $ 17,581 $ 17,685
--------- -----------
--------- -----------

<CAPTION>
AMOUNT AT
WHICH SHOWN
ON
TYPE OF INVESTMENT BALANCE SHEET
- ------------------------------------------------------------------------------------------------- -------------
<S> <C>
Fixed Maturities
Bonds and Notes
U.S. Government and government agencies and authorities
(guaranteed sponsored)........................................................................ $ 175
U.S. Government and government agencies and authorities
(guaranteed sponsored)--asset-backed.......................................................... 2,003
States, municipalities and political subdivisions................................................ 368
International governments........................................................................ 289
Public utilities................................................................................. 881
All other corporate including international...................................................... 4,669
All other corporate--asset-backed................................................................ 3,591
Short-term investments........................................................................... 1,648
-------------
Total Fixed Maturities........................................................................... $ 13,624
Equity Securities
Common Stocks--industrial, miscellaneous, and all other.......................................... 119
Total Fixed Maturities and Equity Securities..................................................... $ 13,743
Other Investments
Policy Loans..................................................................................... 3,836
Mortgage Loans................................................................................... 2
Investments in partnerships and trusts........................................................... 48
Futures, options, and miscellaneous.............................................................. 6
Total Other Investments.......................................................................... 3,892
-------------
Total Investments................................................................................ $ 17,635
-------------
-------------
</TABLE>

Note: The fair values for short-term investments approximate cost.

<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
SCHEDULE III -- SUPPLEMENTARY INSURANCE INFORMATION
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
(IN MILLIONS)

<TABLE>
<CAPTION>
FUTURE POLICY
BENEFITS, UNPAID OTHER POLICY
CLAIMS AND CLAIMS AND
DEFERRED POLICY CLAIM ADJUSTMENT BENEFITS
SEGMENT ACQUISITION COSTS EXPENSES PAYABLE
- ---------------------------------------------------------------- ----------------- ------------------- ---------------
<S> <C> <C> <C>
1996
Investment Products............................................. $ 2,030 $ 1,554 $ 6,599
Individual Life Insurance....................................... 730 346 2,160
Employee Benefits............................................... -- 381 9,834
Corporate Operations............................................ -- -- --
Runoff Operations............................................... -- -- 3,541
------ ------ -------
Consolidated Operations......................................... $ 2,760 $ 2,281 $ 22,134
------ ------ -------
------ ------ -------

1995
Investment Products............................................. $ 1,561 $ 1,314 $ 6,204
Individual Life Insurance....................................... 615 706 1,932
Employee Benefits............................................... 12 325 9,285
Corporate Operations............................................ -- -- --
Runoff Operations............................................... -- 28 5,177
------ ------ -------
Consolidated Operations......................................... $ 2,188 $ 2,373 $ 22,598
------ ------ -------
------ ------ -------

1994
Investment Products............................................. $ 1,244 $ 895 $ 4,617
Individual Life Insurance....................................... 565 582 2,543
Employee Benefits............................................... -- 369 6,911
Corporate Operations............................................ -- -- --
Runoff Operations............................................... -- 44 7,257
------ ------ -------
Consolidated Operations......................................... $ 1,809 $ 1,890 $ 21,328
------ ------ -------
------ ------ -------

BENEFITS CLAIMS, AMORTIZATION OF
NET REALIZED AND CLAIM DEFERRED POLICY
CAPITAL (LOSSES) ADJUSTMENT ACQUISITION
SEGMENT GAINS EXPENSES COSTS
- ---------------------------------------------------------------- ----------------- ------------------- ---------------
<S> <C> <C> <C>
1996
Investment Products............................................. $ -- $ 451 $ 175
Individual Life Insurance....................................... -- 245 59
Employee Benefits............................................... -- 546 --
Corporate Operations............................................ 6 -- --
Runoff Operations............................................... (219) 293 --
------ ------ -------
Consolidated Operations......................................... $ (213) $ 1,535 $ 234
------ ------ -------
------ ------ -------

1995
Investment Products............................................. $ -- $ 349 $ 117
Individual Life Insurance....................................... -- 127 70
Employee Benefits............................................... -- 496 --
Corporate Operations............................................ (11) 33 --
Runoff Operations............................................... -- 417 12
------ ------ -------
Consolidated Operations......................................... $ (11) $ 1,422 $ 199
------ ------ -------
------ ------ -------

1994
Investment Products............................................. $ -- $ 383 $ 90
Individual Life Insurance....................................... -- 179 51
Employee Benefits............................................... -- 376 --
Corporate Operations............................................ 7 -- --
Runoff Operations............................................... -- 467 4
------ ------ -------
Consolidated Operations......................................... $ 7 $ 1,405 $ 145
------ ------ -------
------ ------ -------

PREMIUMS AND NET
OTHER INVESTMENT
SEGMENT CONSIDERATIONS INCOME
- ---------------------------------------------------------------- --------------- -----------
<S> <C> <C>
1996
Investment Products............................................. $ 536 $ 477
Individual Life Insurance....................................... 287 153
Employee Benefits............................................... 881 485
Corporate Operations............................................ -- 75
Runoff Operations............................................... 1 207
------ -----------
Consolidated Operations......................................... $ 1,705 $ 1,397
------ -----------
------ -----------
1995
Investment Products............................................. $ 319 $ 436
Individual Life Insurance....................................... 246 137
Employee Benefits............................................... 922 351
Corporate Operations............................................ -- 67
Runoff Operations............................................... -- 337
------ -----------
Consolidated Operations......................................... $ 1,487 $ 1,328
------ -----------
------ -----------
1994
Investment Products............................................. $ 263 $ 330
Individual Life Insurance....................................... 268 108
Employee Benefits............................................... 569 350
Corporate Operations............................................ -- 23
Runoff Operations............................................... -- 481
------ -----------
Consolidated Operations......................................... $ 1,100 $ 1,292
------ -----------
------ -----------

DIVIDENDS TO OTHER
SEGMENT POLICYHOLDERS EXPENSES
- ---------------------------------------------------------------- --------------- -----------
<S> <C> <C>
1996
Investment Products............................................. $ -- $ 156
Individual Life Insurance....................................... -- 68
Employee Benefits............................................... 635 143
Corporate Operations............................................ -- 16
Runoff Operations............................................... -- 44
------ -----------
Consolidated Operations......................................... $ 635 $ 427
------ -----------
------ -----------
1995
Investment Products............................................. $ -- $ 115
Individual Life Insurance....................................... -- 55
Employee Benefits............................................... 675 138
Corporate Operations............................................ -- 11
Runoff Operations............................................... -- (2)
------ -----------
Consolidated Operations......................................... $ 675 $ 317
------ -----------
------ -----------
1994
Investment Products............................................. $ -- $ (31)
Individual Life Insurance....................................... -- 107
Employee Benefits............................................... 419 100
Corporate Operations............................................ -- 43
Runoff Operations............................................... -- 8
------ -----------
Consolidated Operations......................................... $ 419 $ 227
------ -----------
------ -----------
</TABLE>

<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
SCHEDULE IV -- REINSURANCE
(IN MILLIONS)

<TABLE>
<CAPTION>
GROSS CEDED TO ASSUMED FROM NET
AMOUNT OTHER COMPANIES OTHER COMPANIES AMOUNT
---------- ---------------- ---------------- ----------
<S> <C> <C> <C> <C>
Year Ended December 31, 1996
Life Insurance in Force............................... $ 177,094 $ 106,146 $ 31,957 $ 102,905
---------- -------- ------- ----------
Insurance Revenues
Life Insurance and Annuities........................ $ 1,801 $ 298 $ 169 $ 1,672
Accident and Health Insurance....................... 33 4 4 33
---------- -------- ------- ----------
Total................................................. $ 1,834 $ 302 $ 173 $ 1,705
---------- -------- ------- ----------
---------- -------- ------- ----------
For the Year Ended December 31, 1995
Life Insurance in Force............................... $ 182,716 $ 112,774 $ 26,996 $ 96,938
---------- -------- ------- ----------
Insurance Revenues
Life Insurance and Annuities........................ $ 1,232 $ 325 $ 574 $ 1,481
Accident and Health Insurance....................... 313 324 17 6
---------- -------- ------- ----------
Total................................................. $ 1,545 $ 649 $ 591 $ 1,487
---------- -------- ------- ----------
---------- -------- ------- ----------
For the Year Ended December 31, 1994
Life Insurance in Force............................... $ 136,929 $ 87,553 $ 35,016 $ 84,392
---------- -------- ------- ----------
Insurance Revenues
Life Insurance and Annuities........................ $ 1,008 $ 211 $ 294 $ 1,091
Accident and Health Insurance....................... 308 304 5 9
---------- -------- ------- ----------
Total................................................. $ 1,316 $ 515 $ 299 $ 1,100
---------- -------- ------- ----------
---------- -------- ------- ----------

<CAPTION>
PERCENTAGE OF
AMOUNT ASSUMED
TO NET
-----------------
<S> <C>
Year Ended December 31, 1996
Life Insurance in Force............................... 31.1%
Insurance Revenues
Life Insurance and Annuities........................ 10.1%
Accident and Health Insurance....................... 12.1%
Total................................................. 10.1%
For the Year Ended December 31, 1995
Life Insurance in Force............................... 27.8%
Insurance Revenues
Life Insurance and Annuities........................ 38.8%
Accident and Health Insurance....................... 283.3%
Total................................................. 39.7%
For the Year Ended December 31, 1994
Life Insurance in Force............................... 41.5%
Insurance Revenues
Life Insurance and Annuities........................ 26.9%
Accident and Health Insurance....................... 55.6%
Total................................................. 27.2%
</TABLE>

<PAGE>
HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------

Report of Independent Public Accountants

To Hartford Life Insurance Company Putnam Capital Manager Trust Separate
Account and to the Owners
of Units of Interest therein:

We have audited the accompanying statement of assets and liabilities of
Hartford Life Insurance Company Putnam Capital Manager Trust Separate
Account (the Account) as of December 31, 1996, and the related statement
of operations for the year then ended and statements of changes in net
assets for each of the two years in the period then ended. These
financial statements are the responsibility of the Account's management.
Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Hartford
Life Insurance Company Putnam Capital Manager Trust Separate Account as
of December 31, 1996, the results of its operations for the year then
ended and the changes in its net assets for each of the two years in the
period then ended in conformity with generally accepted accounting
principles.

ARTHUR ANDERSEN LLP
Hartford, Connecticut
February 14, 1997

<PAGE>
HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------

<TABLE>
PUTNAM CAPITAL MANAGER TRUST SEPARATE ACCOUNT -- HARTFORD LIFE INSURANCE COMPANY

<CAPTION>
Statement of Assets and Liabilities
- ------------------------------------------------------------------------------------------------------------------------
December 31, 1996 Asia Pacific Di[cad 228]versified Global Asset Global Growth High Yield
Growth Income Allocation Growth and Income Fund
Fund Fund Fund Fund Fund Sub-Account
Sub-Account Sub-Account Sub-Account Sub-Account Sub-Account
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Assets
Investments:
........................................................................................................................
Putnam VT Asia Pacific Growth Fund
Shares 4,397,016
Cost $45,980,179
........................................................................................................................
Market Value: $ 48,411,143 $ -- $ -- $ -- $ -- $ --
........................................................................................................................
Putnam VT Diversified Income Fund
Shares 22,563,007
Cost $233,037,931
........................................................................................................................
Market Value: -- 254,285,088 -- -- -- --
........................................................................................................................
Putnam VT Global Asset
Allocation Fund
Shares 23,335,440
Cost $305,356,571
........................................................................................................................
Market Value: -- -- 402,536,334 -- -- --
........................................................................................................................
Putnam VT Global Growth Fund
Shares 37,782,256
Cost $495,227,462
........................................................................................................................
Market Value: -- -- -- 637,764,475 -- --
........................................................................................................................
Putnam VT Growth and
Income Fund
Shares 128,551,708
Cost $2,261,024,731
........................................................................................................................
Market Value: -- -- -- -- 3,157,229,956 --
........................................................................................................................
Putnam VT High Yield Fund
Shares 28,877,357
Cost $326,511,425
........................................................................................................................
Market Value: -- -- -- 374,250,546
........................................................................................................................
Putnam VT Money Market Fund
Shares 200,165,280
Cost $200,165,280
........................................................................................................................
Market Value: -- -- -- -- -- --
........................................................................................................................
Putnam VT New Opportunities Fund
Shares 37,002,157
Cost $570,588,023
........................................................................................................................
Market Value: -- -- -- -- -- --
........................................................................................................................
Putnam VT U.S. Government and
High Quality Bond Fund
Shares 41,509,581
Cost $496,424,167
........................................................................................................................
Market Value: -- -- -- -- -- --
........................................................................................................................
Putnam VT Utilities Growth and
Income Fund
Shares 25,106,997
Cost $286,919,290
........................................................................................................................
Market Value: -- -- -- -- -- --
........................................................................................................................
Putnam VT Voyager Fund
Shares 51,300,099
Cost $1,157,301,378
........................................................................................................................
Market Value: -- -- -- -- -- --
........................................................................................................................
Due from Hartford Life
Insurance Company 127,160 -- 63,189 1,041,250 -- --
........................................................................................................................
Receivable from fund
shares sold -- 487,335 -- -- 392,720 289,469
- ------------------------------------------------------------------------------------------------------------------------
Total Assets 48,538,303 254,772,423 402,599,523 638,805,725 3,157,622,676 374,540,015
- ------------------------------------------------------------------------------------------------------------------------
Liabilities
Due to Hartford Life
Insurance Company -- 486,617 -- -- 395,936 300,737
........................................................................................................................
Payable for fund
shares purchased 127,075 -- 63,032 1,045,046 -- --
........................................................................................................................
Total Liabilities 127,075 486,617 63,032 1,045,046 395,936 300,737
- ------------------------------------------------------------------------------------------------------------------------
Net Assets (variable
annuity contract
liabilities) $48,411,228 $254,285,806 $402,536,491 $637,760,679 $3,157,226,740 $374,239,278
- ------------------------------------------------------------------------------------------------------------------------

<CAPTION>
Statement of Assets and Liabilities (Continued)
- ---------------------------------------------------------------------------------------------------------------
December 31, 1996 Money New U.S. Govt. Utilities Voyager
Market Opportunities and High Growth Fund
Fund Sub-Account Quality Bond and Income Sub-Account
Sub-Account Fund Fund
Sub-Account Sub-Account
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Assets
Investments:
...............................................................................................................
Putnam VT Asia Pacific Growth Fund
Shares 4,397,016
Cost $45,980,179
...............................................................................................................
Market Value: $ -- $ -- $ -- $ -- $ --
...............................................................................................................
Putnam VT Diversified Income Fund
Shares 22,563,007
Cost $233,037,931
...............................................................................................................
Market Value: -- -- -- -- --
...............................................................................................................
Putnam VT Global Asset
Allocation Fund
Shares 23,335,440
Cost $305,356,571
...............................................................................................................
Market Value: -- -- -- -- --
...............................................................................................................
Putnam VT Global Growth Fund
Shares 37,782,256
Cost $495,227,462
...............................................................................................................
Market Value: -- -- -- -- --
...............................................................................................................
Putnam VT Growth and
Income Fund
Shares 128,551,708
Cost $2,261,024,731
...............................................................................................................
Market Value: -- -- -- -- --
...............................................................................................................
Putnam VT High Yield Fund
Shares 28,877,357
Cost $326,511,425
...............................................................................................................
Market Value: -- -- -- -- --
...............................................................................................................
Putnam VT Money Market Fund
Shares 200,165,280
Cost $200,165,280
...............................................................................................................
Market Value: 200,165,280 -- -- -- --
...............................................................................................................
Putnam VT New Opportunities Fund
Shares 37,002,157
Cost $570,588,023
...............................................................................................................
Market Value: -- 637,177,139 -- --
...............................................................................................................
Putnam VT U.S. Government and
High Quality Bond Fund
Shares 41,509,581
Cost $496,424,167
...............................................................................................................
Market Value: -- -- 548,341,560 -- --
...............................................................................................................
Putnam VT Utilities Growth and
Income Fund
Shares 25,106,997
Cost $286,919,290
...............................................................................................................
Market Value: -- -- -- 371,583,551 --
...............................................................................................................
Putnam VT Voyager Fund
Shares 51,300,099
Cost $1,157,301,378
...............................................................................................................
Market Value: -- -- -- -- 1,668,792,217
...............................................................................................................
Due from Hartford Life
Insurance Company 732,579 1,011,985 1,004 701,717 900,077
...............................................................................................................
Receivable from fund
shares sold -- -- 191,338 -- 1
- ---------------------------------------------------------------------------------------------------------------
Total Assets 200,897,859 638,189,124 548,533,902 372,285,268 1,669,692,295
- ---------------------------------------------------------------------------------------------------------------
Liabilities
Due to Hartford Life
Insurance Company -- -- 192,258 -- 1
...............................................................................................................
Payable for fund
shares purchased 732,417 1,009,867 -- 698,423 903,125
...............................................................................................................
Total Liabilities 732,417 1,009,867 192,258 698,423 903,126
- ---------------------------------------------------------------------------------------------------------------
Net Assets (variable
annuity contract
liabilities) $200,165,442 $637,179,257 $548,341,644 $371,586,845 $1,668,789,169
- ---------------------------------------------------------------------------------------------------------------
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

<PAGE>
HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------

<TABLE>

PUTNAM CAPITAL MANAGER TRUST SEPARATE ACCOUNT -- HARTFORD LIFE INSURANCE COMPANY
<CAPTION>
Statement of Assets and Liabilities (continued)
- --------------------------------------------------------------------------------------------------------------------------
December 31, 1996 Units Unit Contract
Owned by Price Liability
Participants
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Deferred annuity contracts in the accumulation period:
Individual Sub-Accounts:
..........................................................................................................................
Asia Pacific Growth Fund Sub-Account 4,437,154 $10.903401 $ 48,380,066
..........................................................................................................................
Asia Pacific Growth Fund .40% 2,811 11.086834 31,162
..........................................................................................................................
Diversified Income Fund Sub-Account 20,955,466 12.127111 254,129,263
..........................................................................................................................
Diversified Income Fund .40% 1,058 12.780074 13,520
..........................................................................................................................
Global Asset Allocation Fund Sub-Account 17,521,243 22.902056 401,272,497
..........................................................................................................................
Global Asset Allocation Fund .40% 2,179 14.539293 31,675
..........................................................................................................................
Global Growth Fund Sub-Account 36,757,455 17.293688 635,671,967
..........................................................................................................................
Global Growth Fund .40% 1,518 13.768089 20,901
..........................................................................................................................
Growth and Income Fund Sub-Account 96,382,983 32.702761 3,151,989,641
..........................................................................................................................
Growth and Income Fund .40% 2,283 16.943940 38,690
..........................................................................................................................
High Yield Fund Sub-Account 16,478,633 22.682306 373,773,392
..........................................................................................................................
High Yield Fund .40% 1,029 13.178320 13,555
..........................................................................................................................
Money Market Fund Sub-Account 140,032,592 1.428989 200,105,034
..........................................................................................................................
Money Market Fund .40% 10,215 1.122808 11,469
..........................................................................................................................
New Opportunities Fund Sub-Account 38,289,051 16.634688 636,926,421
..........................................................................................................................
New Opportunities Fund .40% 1,228 18.462454 22,673
..........................................................................................................................
U.S. Government and High Quality Bond Fund Sub-Account 29,394,679 18.630709 547,643,702
..........................................................................................................................
U.S. Government and High Quality Bond Fund .40% 1,020 12.261742 12,508
..........................................................................................................................
Utilities Growth and Income Fund Sub-Account 23,096,309 16.071812 371,199,540
..........................................................................................................................
Utilities Growth and Income Fund .40% 1,018 15.357653 15,635
..........................................................................................................................
Voyager Fund Sub-Account 45,912,235 36.227529 1,663,286,808
..........................................................................................................................
Voyager Fund .40% 2,821 17.619913 49,705
..........................................................................................................................
Sub-total Individual Sub-Accounts: 8,284,639,824
..........................................................................................................................
Annuity contracts in the annuity period:
..........................................................................................................................
Individual Sub-Accounts:
..........................................................................................................................
Diversified Income Fund Sub-Account 11,794 12.127111 143,023
..........................................................................................................................
Global Asset Allocation Fund Sub-Account 53,808 22.902056 1,232,319
..........................................................................................................................
Global Growth Fund Sub-Account 119,570 17.293688 2,067,811
..........................................................................................................................
Growth and Income Fund Sub-Account 158,959 32.702761 5,198,409
..........................................................................................................................
High Yield Fund Sub-Account 19,942 22.682306 452,331
..........................................................................................................................
Money Market Fund Sub-Account 34,247 1.428989 48,939
..........................................................................................................................
New Opportunities Fund Sub-Account 13,836 16.634688 230,163
..........................................................................................................................
U.S. Government and High Quality Bond Fund Sub-Account 36,791 18.630709 685,434
..........................................................................................................................
Utilities Growth and Income Fund Sub-Account 23,126 16.071812 371,670
..........................................................................................................................
Voyager Fund Sub-Account 150,511 36.227529 5,452,656
..........................................................................................................................
Subtotal Individual Sub-Accounts: 15,882,755
- --------------------------------------------------------------------------------------------------------------------------
Grand Total $8,300,522,579
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

<PAGE>
HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------

<TABLE>
PUTNAM CAPITAL MANAGER TRUST SEPARATE ACCOUNT -- HARTFORD LIFE INSURANCE COMPANY
<CAPTION>
Statement of Operations
- -------------------------------------------------------------------------------------------------------------------------
For the year ended Asia Paciific Diversified Global Asset Global
December 31, 1996 Growth Income Allocation Growth
Fund Fund Fund Fund
Sub-Account Sub-Account Sub-Account Sub-Account
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Investment income:
Dividends $ 326,828 $11,490,480 $15,557,250 $10,264,492
.........................................................................................................................
Capital gains income -- -- 10,208,810 14,952,454
.........................................................................................................................
Net realized and
unrealized gain
(loss) on
investments:
.........................................................................................................................
Net realized gain (loss)
on security transactions 180,349 (9,498) 11,236 (368,347)
.........................................................................................................................
Net unrealized
appreciation
(depreciation) of
investments during
the period 2,188,856 7,589,668 26,749,142 60,231,105
.........................................................................................................................
Net gain (loss) on
investments 2,369,205 7,580,170 26,760,378 59,862,758
.........................................................................................................................
Expenses:
Mortality and expense
undertakings (464,671) (2,956,253) (4,982,331) (7,529,175)
- -------------------------------------------------------------------------------------------------------------------------
Net increase
in net assets
resulting from
operations $2,231,362 $16,114,397 $47,544,107 $77,550,529
- -------------------------------------------------------------------------------------------------------------------------

<CAPTION>
Statement of Operations (Continued)
- -------------------------------------------------------------------------------------------------------------------------
For the year ended Growth High Yield Money New
December 31, 1996 and Income Fund Market Opportunities
Fund Sub-Account Fund Fund
Sub-Account Sub-Account Sub-Account
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Investment income:
Dividends $ 99,173,418 $19,920,018 $9,794,579 $ --
.........................................................................................................................
Capital gains income 44,966,829 -- -- --
.........................................................................................................................
Net realized and
unrealized gain
(loss) on
investments:
.........................................................................................................................
Net realized gain (loss)
on security transactions (119,281) 604,070 -- (537,118)
.........................................................................................................................
Net unrealized
appreciation
(depreciation) of
investments during
the period 375,339,725 17,363,712 -- 19,710,674
.........................................................................................................................
Net gain (loss) on
investments 375,220,444 17,967,782 -- 19,173,556
.........................................................................................................................
Expenses:
Mortality and expense
undertakings (36,028,539) (4,321,581) (2,761,570) (6,560,512)
- -------------------------------------------------------------------------------------------------------------------------
Net increase
in net assets
resulting from
operations $483,332,152 $33,566,219 $7,033,009 $12,613,044
- -------------------------------------------------------------------------------------------------------------------------

<CAPTION>
Statement of Operations (Continued)
- -----------------------------------------------------------------------------------------------------
For the year ended U.S. Govt. Utilities Voyager
December 31, 1996 and High Growth Fund
Quality Bond and Income Sub-Account
Fund Fund
Sub-Account Sub-Account
- -----------------------------------------------------------------------------------------------------
Investment income:
Dividends $33,510,120 $12,517,443 $25,213,296
.....................................................................................................
Capital gains income -- -- 49,032,686
.....................................................................................................
Net realized and
unrealized gain
(loss) on
investments:
.....................................................................................................
Net realized gain (loss)
on security transactions 413,617 264,294 (1,123,420)
.....................................................................................................
Net unrealized
appreciation
(depreciation) of
investments during
the period (21,471,355) 38,048,693 88,321,232
.....................................................................................................
Net gain (loss) on
investments (21,057,738) 38,312,987 87,197,812
.....................................................................................................
Expenses:
Mortality and expense
undertakings (7,644,853) (4,767,387) (20,326,857)
- -----------------------------------------------------------------------------------------------------
Net increase
in net assets
resulting from
operations $4,807,529 $46,063,043 $141,116,937
- -----------------------------------------------------------------------------------------------------
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

<PAGE>
HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------

<TABLE>
PUTNAM CAPITAL MANAGER TRUST SEPARATE ACCOUNT -- HARTFORD LIFE INSURANCE COMPANY
<CAPTION>
Statement of Changes in Net Assets
- --------------------------------------------------------------------------------------------------------------------------
For the year ended Asia Paciific Diversified Global Asset Global
December 31, 1996 Growth Income Allocation Growth
Fund Fund Fund Fund
Sub-Account Sub-Account Sub-Account Sub-Account
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Operations:
Net investment
income (loss) $ (137,843) $ 8,534,227 $ 10,574,919 $ 2,735,317
.........................................................................................................................
Capital gains income -- -- 10,208,810 14,952,454
.........................................................................................................................
Net realized gain (loss)
on security transactions 180,349 (9,498) 11,236 (368,347)
.........................................................................................................................
Net unrealized
appreciation
(depreciation) of
investments during
the period 2,188,856 7,589,668 26,749,142 60,231,105
.........................................................................................................................
Net increase in net
assets resulting
from operations 2,231,362 16,114,397 47,544,107 77,550,529
.........................................................................................................................
Unit transactions:
Purchases 24,103,150 78,745,859 49,901,252 102,414,450
.........................................................................................................................
Net transfers 12,679,087 1,285,402 4,108,990 38,279,315
.........................................................................................................................
Surrenders (1,160,030) (11,170,399) (21,942,668) (26,697,907)
.........................................................................................................................
Net annuity transactions -- 26,491 315,926 (360,949)
.........................................................................................................................
Net increase (decrease)
in net assets resulting
from unit transactions 35,622,207 68,887,353 32,383,500 113,634,909
.........................................................................................................................
Total increase (decrease)
in net assets 37,853,569 85,001,750 79,927,607 191,185,438
.........................................................................................................................
Net assets:
Beginning of period 10,557,659 169,284,056 322,608,884 446,575,241
- --------------------------------------------------------------------------------------------------------------------------
End of period $48,411,228 $254,285,806 $402,536,491 $637,760,679
- --------------------------------------------------------------------------------------------------------------------------

<CAPTION>
Statement of Changes in Net Assets (Continued)
- ----------------------------------------------------------------------------------------------------------------------------
For the year ended Growth High Yield Money New
December 31, 1996 and Income Fund Market Opportunities
Fund Sub-Account Fund Fund
Sub-Account Sub-Account Sub-Account
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Operations:
Net investment
income (loss) $ 63,144,879 $ 15,598,437 $ 7,033,009 $ (6,560,512)
............................................................................................................................
Capital gains income 44,966,829 -- -- --
............................................................................................................................
Net realized gain (loss)
on security transactions (119,281) 604,070 -- (537,118)
............................................................................................................................
Net unrealized
appreciation
(depreciation) of
investments during
the period 375,339,725 17,363,712 -- 19,710,674
............................................................................................................................
Net increase in net
assets resulting
from operations 483,332,152 33,566,219 7,033,009 12,613,044
............................................................................................................................
Unit transactions:
Purchases 623,379,338 81,521,969 125,814,162 302,081,027
............................................................................................................................
Net transfers 87,339,610 5,520,147 (50,945,524) 98,087,677
............................................................................................................................
Surrenders (132,049,687) (25,045,085) (30,618,592) (18,683,639)
............................................................................................................................
Net annuity transactions 242,494 69,497 (22,317) (4,351)
............................................................................................................................
Net increase (decrease)
in net assets resulting
from unit transactions 578,911,755 62,066,528 44,227,729 381,480,714
............................................................................................................................
Total increase (decrease)
in net assets 1,062,243,907 95,632,747 51,260,738 394,093,758
............................................................................................................................
Net assets:
Beginning of period 2,094,982,833 278,606,531 148,904,704 243,085,499
- ----------------------------------------------------------------------------------------------------------------------------
End of period $3,157,226,740 $374,239,278 $200,165,442 $637,179,257
- ----------------------------------------------------------------------------------------------------------------------------

<CAPTION>
Statement of Changes in Net Assets (Continued)
- ------------------------------------------------------------------------------------------------------
For the year ended U.S. Govt. Utilities Voyager
December 31, 1996 and High Growth Fund
Quality Bond and Income Sub-Account
Fund Fund
Sub-Account Sub-Account
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Operations:
Net investment
income (loss) $ 25,865,267 $ 7,750,056 $ 4,886,439
......................................................................................................
Capital gains income -- -- 49,032,686
......................................................................................................
Net realized gain (loss)
on security transactions 413,617 264,294 (1,123,420)
......................................................................................................
Net unrealized
appreciation
(depreciation) of
investments during
the period (21,471,355) 38,048,693 88,321,232
......................................................................................................
Net increase in net
assets resulting
from operations 4,807,529 46,063,043 141,116,937
......................................................................................................
Unit transactions:
Purchases 65,538,442 42,225,920 352,615,157
......................................................................................................
Net transfers (41,339,935) (20,057,197) 50,130,623
......................................................................................................
Surrenders (43,800,649) (19,191,965) (63,033,275)
......................................................................................................
Net annuity transactions 279,752 52,741 (914,363)
......................................................................................................
Net increase (decrease)
in net assets resulting
from unit transactions (19,322,390) 3,029,499 338,798,142
......................................................................................................
Total increase (decrease)
in net assets (14,514,861) 49,092,542 479,915,079
......................................................................................................
Net assets:
Beginning of period 562,856,505 322,494,303 1,188,874,090
- ------------------------------------------------------------------------------------------------------
End of period $548,341,644 $371,586,845 $1,668,789,169
- ------------------------------------------------------------------------------------------------------
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

<PAGE>
HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------

<TABLE>
PUTNAM CAPITAL MANAGER TRUST SEPARATE ACCOUNT -- HARTFORD LIFE INSURANCE COMPANY
<CAPTION>
Statement of Changes in Net Assets
- -------------------------------------------------------------------------------------------------------------------------
For the Year Ended Asia Paciific Diversified Global Asset Global
December 31, 1995 Growth Growth Allocation Growth
Fund Fund Fund Fund
Sub-Account* Sub-Account Sub-Account Sub-Account
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Operations:
Net investment
income (loss) $ (60,724) $ 4,483,172 $ 936,514 $ (2,204,993)
.........................................................................................................................
Capital gains income -- -- -- 6,601,518
.........................................................................................................................
Net realized gain (loss)
on security transactions (60,287) 9,172 399,476 911,496
.........................................................................................................................
Net unrealized
appreciation of
investments during
the period 242,108 18,343,699 58,868,469 49,557,344
.........................................................................................................................
Net increase
in net assets resulting
from operations 121,097 22,836,043 60,204,459 54,865,365
.........................................................................................................................
Unit transactions:
Purchases 4,126,265 32,309,949 22,881,301 45,923,798
.........................................................................................................................
Net transfers 6,974,378 (5,571,318) (11,919,895) (31,613,725)
.........................................................................................................................
Surrenders (664,081) (9,346,669) (18,839,572) (21,768,741)
.........................................................................................................................
Net annuity transactions -- (14,911) (77,478) (18,657)
.........................................................................................................................
Net increase (decrease)
in net assets resulting
from unit transactions 10,436,562 17,377,051 (7,955,644) (7,477,325)
.........................................................................................................................
Total increase (decrease)
in net assets 10,557,659 40,213,094 52,248,815 47,388,040
.........................................................................................................................
Net assets:
Beginning of period -- 129,070,962 270,360,069 399,187,201
.........................................................................................................................
End of period $10,557,659 $169,284,056 $322,608,884 $446,575,241
- -------------------------------------------------------------------------------------------------------------------------

<CAPTION>
Statement of Changes in Net Assets (Continued)
- ----------------------------------------------------------------------------------------------------------------------------
For the Year Ended Growth High Yield Money New
December 31, 1995 and Income Fund Market Opportunities
Fund Sub-Account Fund Fund
Sub-Account Sub-Account Sub-Account
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Operations:
Net investment
income (loss) $ 29,643,724 $ 16,143,005 $ 6,270,171 $ (1,659,539)
............................................................................................................................
Capital gains income 13,724,917 -- -- 199,716
............................................................................................................................
Net realized gain (loss)
on security transactions (34,307) 1,236,511 -- (26,148)
............................................................................................................................
Net unrealized
appreciation of
investments during
the period 453,648,232 20,718,106 -- 45,091,587
............................................................................................................................
Net increase
in net assets resulting
from operations 496,982,566 38,097,622 6,270,171 43,605,616
............................................................................................................................
Unit transactions:
Purchases 278,125,135 36,534,502 59,269,091 95,362,106
............................................................................................................................
Net transfers 61,348,178 23,654,821 (80,739,372) 68,118,806
............................................................................................................................
Surrenders (96,650,335) (20,293,432) (28,048,736) (3,619,540)
............................................................................................................................
Net annuity transactions (216,062) (34,458) 43,839 31,757
............................................................................................................................
Net increase (decrease)
in net assets resulting
from unit transactions 242,606,916 39,861,433 (49,475,178) 159,893,129
............................................................................................................................
Total increase (decrease)
in net assets 739,589,482 77,959,055 (43,205,007) 203,498,745
............................................................................................................................
Net assets:
Beginning of period 1,355,393,351 200,647,476 192,109,711 39,586,754
............................................................................................................................
End of period $2,094,982,833 $278,606,531 $148,904,704 $243,085,499
- ----------------------------------------------------------------------------------------------------------------------------

<CAPTION>
Statement of Changes in Net Assets (Continued)
- ------------------------------------------------------------------------------------------------------
For the Year Ended U.S. Govt. Utilities Voyager
December 31, 1995 and High Growth Fund
Quality Bond and Income Sub-Account
Fund Fund
Sub-Account Sub-Account
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Operations:
Net investment
income (loss) $ 26,934,924 $ 9,371,613 $ (10,593,407)
......................................................................................................
Capital gains income -- -- 16,140,156
......................................................................................................
Net realized gain (loss)
on security transactions 69,862 (424,609) (410,019)
......................................................................................................
Net unrealized
appreciation of
investments during
the period 63,229,345 63,147,534 292,690,527
......................................................................................................
Net increase
in net assets resulting
from operations 90,234,131 72,094,538 297,827,257
......................................................................................................
Unit transactions:
Purchases 42,562,828 27,209,860 175,795,447
......................................................................................................
Net transfers (50,224,416) (10,419,694) 67,563,970
......................................................................................................
Surrenders (40,651,284) (18,062,599) (43,669,375)
......................................................................................................
Net annuity transactions (157,837) 30,306 (307,639)
......................................................................................................
Net increase (decrease)
in net assets resulting
from unit transactions (48,470,709) (1,242,127) 199,382,403
......................................................................................................
Total increase (decrease)
in net assets 41,763,422 70,852,411 497,209,660
......................................................................................................
Net assets:
Beginning of period 521,093,083 251,641,892 691,664,430
......................................................................................................
End of period $562,856,505 $322,494,303 $1,188,874,090
- ------------------------------------------------------------------------------------------------------
</TABLE>

*From inception, May 1, 1996, to December 31, 1995.

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

<PAGE>
HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------

PUTNAM CAPITAL MANAGER TRUST SEPARATE ACCOUNT --
HARTFORD LIFE INSURANCE COMPANY

Notes to Financial Statements
December 31, 1996

1. ORGANIZATION:
Putnam Capital Manager Trust Separate Account (the Account) is a
separate investment account within Hartford Life Insurance Company (the
Company) and is registered with the Securities and Exchange Commission
(SEC) as a unit investment trust under the Investment Company Act of
1940, as amended. Both the Company and the Account are subject to
supervision and regulation by the Department of Insurance of the State
of Connecticut and the SEC. The Account invests deposits by variable
annuity contractholders of the Company in the various mutual funds as
directed by the contractholders.

2. SIGNIFICANT ACCOUNTING POLICIES:
The following is a summary of significant accounting policies of the
Account, which are in accordance with generally accepted accounting
principles in the investment company industry:

A) Security Transactions -- Security transactions are recorded on the
trade date (date the order to buy or sell is executed). Cost of
investments sold is determined on the basis of identified cost.
Dividends and capital gains income are accrued as of the ex-dividend
date. Capital gains income represents dividends from the Funds which are
characterized as capital gains under tax regulations.

B) Security Valuation -- The investments in shares of the Funds are
valued at the closing net asset value per share as determined by the
appropriate Fund as of December 31, 1996.

C) Federal Income Taxes -- The operations of the Account form a part of,
and are taxed with, the total operations of the Company, which is taxed
as an insurance company under the Internal Revenue Code. Under current
law, no federal income taxes are payable with respect to the operations
of the Account.

D) Use of Estimates -- The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities as of the date of the financial
statements and the reported amounts of income and expenses during the
period. Operating results in the future could vary from the amounts
derived from management's estimates.

3. ADMINISTRATION OF THE ACCOUNT AND RELATED CHARGES:
A) Mortality and Expense Undertakings -- The Company, as issuer of
variable annuity contracts, provides the mortality and expense
undertakings and, with respect to the Account, receives a maximum annual
fee of 1.25% of the Account's average daily net assets. The Company also
provides administrative services and receives an annual fee of 0.15% of
the Account's average daily net assets.

B) Deduction of Other Fees -- Annual maintenance fees are deducted
through termination of units of interest from applicable contract
owners' accounts, in accordance with the terms of the contracts.

<PAGE>

PART C

OTHER INFORMATION

Item 24. Financial Statements and Exhibits

(a) All financial statements are included in Part A and Part B of the
Registration Statement.

(b) (1) Resolution of the Board of Directors of Hartford Life Insurance
Company ("Hartford") authorizing the establishment of the
Separate Account. (1)

(2) Not applicable.

(3) (a) Principal Underwriter Agreement. (2)

(3) (b) Form of Dealer Agreement. (2)

(4) Copy of the Individual Flexible Premium Variable Annuity
Contract. (1)

(5) Form of Application. (1)

(6) (a) Articles of Incorporation of Hartford.

(6) (b) Bylaws of Hartford. (1)

(7) Not applicable.

(8) Form of Participation Agreement.

(9) Opinion and Consent of Lynda Godkin, General Counsel.

(10) Consent of Arthur Andersen LLP, Independent Public Accountants.

(11) No financial statements are omitted.

(12) Not applicable.

(13) Not applicable.

- --------------------
(1) Incorporated by reference to Post-Effective Amendment No. 13, to the
Registration Statement File No. 33-17207, dated May 1, 1995.

(2) Incorporated by reference to Post Effective Amendment No. 14, to the
Registration Statement File No. 33-17207, dated May 1, 1996.

<PAGE>

-2-

(14) Not applicable.

(15) Copy of Power of Attorney.

(16) Organizational Chart.

Item 25. Directors and Officers of the Depositor

NAME POSITION WITH HARTFORD
- --------------------------------------------------------------------------------

Wendell J. Bossen Vice President

Gregory A. Boyko Vice President and Controller

Peter W. Cummins Vice President

Ann M. deRaismes Vice President

Timothy M. Fitch Vice President and Actuary

Bruce D. Gardner Vice President, Director*

Joseph H. Gareau Executive Vice President and Chief Investment
Officer, Director*

J. Richard Garrett Vice President and Treasurer

John P. Ginnetti Executive Vice President and Director, Asset
Management Services, Director*

Lynda Godkin General Counsel, and Corporate Secretary

Lois W. Grady Vice President

David A. Hall Senior Vice President and Actuary,

Robert A. Kerzner Vice President

Andrew W. Kohnke Vice President

Steven M. Maher Vice President and Actuary

William B. Malchodi, Jr. Vice President and Director of Taxes

Thomas M. Marra Executive Vice President and Director Individual
Life and Annuity Division, Director*

Robert F. Nolan Vice President

Joseph J. Noto Vice President

Leonard E. Odell, Jr. Senior Vice President, Director*

Craig D. Raymond Vice President and Chief Actuary

<PAGE>

-3-

NAME POSITION WITH HARTFORD
- --------------------------------------------------------------------------------

Lowndes A. Smith President and Chief Operating Officer, Director*

Edward J. Sweeney Vice President

Raymond P. Welnicki Senior Vice President and Director, Employee Benefit
Division, Director*

Walter C. Welsh Vice President

James J. Westervelt Senior Vice President and Group Controller

Lizabeth H. Zlatkus Vice President, Director*

Unless otherwise indicated, the principal business address of each the above
individuals is P.O. Box 2999, Hartford, CT 06104-2999.

*Denotes Board of Directors.

Item 26. Persons Controlled By or Under Common Control with the Depositor or
Registrant

Filed herewith as Exhibit 16.

Item 27. Number of Contract Owners

As of March 13, 1997, there were 102,578 Contract Owners.

Item 28. Indemnification

Under Section 33-320a of the Connecticut General Statutes, the
Registrant must indemnify a director or officer against judgments,
fines, penalties, amounts paid in settlement and reasonable expenses,
including attorneys' fees, for actions brought or threatened to be
brought against him in his capacity as a director or officer when it
is determined by certain disinterested parties that he acted in good
faith and in a manner he reasonably believed to be in the best
interests of the Registrant. In any criminal action or proceeding, it
also must be determined that the director or officer had no reason to
believe his conduct was unlawful. The director or officer must also
be indemnified when he is successful on the merits in the defense of a
proceeding or in circumstances where a court determines that he is
fairly and reasonably entitled to be indemnified, and the court
approves the amount. In shareholder derivative suits, the director
or officer must be finally adjudged not to have breached his duty to
the Registrant or a court must determine that he is fairly and
reasonably entitled to be
<PAGE>

-4-

indemnified and must approve the amount. In a claim based upon the
director's or officer's purchase or sale of the Registrant's
securities, the director or officer may obtain indemnification
only if a court determines that, in view of all the circumstances,
he is fairly and reasonably entitled to be indemnified, and then for
such amount as the court shall determine.

The foregoing statements are specifically made subject to the detailed
provisions of Section 33-320a.

The directors and officers of Hartford and Hartford Securities
Distribution Company, Inc. ("HSD") are covered under a directors and
officers liability insurance policy issued to ITT Hartford Group, Inc.
and its subsidiaries. Such policy will reimburse the Registrant for
any payments that it shall make to directors and officers pursuant to
law and will, subject to certain exclusions contained in the policy,
further pay any other costs, charges and expenses and settlements and
judgments arising from any proceeding involving any director or
officer of the Registrant in his past or present capacity as such, and
for which he may be liable, except as to any liabilities arising from
acts that are deemed to be uninsurable.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.

Item 29. Principal Underwriters

(a) HSD acts as principal underwriter for the following investment
companies:
Hartford Life Insurance Company - Separate Account One
Hartford Life Insurance Company - Separate Account Two
Hartford Life Insurance Company - Separate Account Two (DC Variable
Account I)
Hartford Life Insurance Company - Separate Account Two (DC Variable
Account II)
Hartford Life Insurance Company - Separate Account Two (QP Variable
Account)
Hartford Life Insurance Company - Separate Account Two (Variable
Account "A")
Hartford Life Insurance Company - Separate Account Two (NQ Variable
Account)

<PAGE>

-6-

Hartford Life Insurance Company - Putnam Capital Manager Trust
Separate Account
Hartford Life Insurance Company - Separate Account Three
Hartford Life Insurance Company - Separate Account Five
ITT Hartford Life and Annuity Insurance Company - Separate Account One
ITT Hartford Life and Annuity Insurance Company - Putnam Capital
Manager Trust Separate Account Two
ITT Hartford Life and Annuity Insurance Company - Separate Account
Three
ITT Hartford Life and Annuity Insurance Company - Separate Account
Five
ITT Hartford Life and Annuity Insurance Company - Separate Account Six
American Maturity Life Insurance Company - Separate Account AMLVA

(b) Directors and Officers of HSD

Name and Principal Positions and Offices
Business Address With Underwriter
------------------ ---------------------

Lowndes A. Smith President, Director
John P. Ginnetti Executive Vice President, Director
Thomas M. Marra Executive Vice President, Director
George R. Jay Controller
Peter W. Cummins Vice President
Donald E. Waggaman, Jr. Treasurer
Lynda Godkin Secretary
Michael Wilder Director

Unless otherwise indicated, the principal business address of each the
above individuals is P.O. Box 2999, Hartford, CT 06104-2999.

Item 30. Location of Accounts and Records

All of the accounts, books, records or other documents required to be
kept by Section 31(a) of the Investment Company Act of 1940 and rules
thereunder, are maintained by Hartford at 200 Hopmeadow Street,
Simsbury, Connecticut 06089.

Item 31. Management Services

All management contracts are discussed in Part A and Part B of this
Registration Statement.

Item 32. Undertaking

(a) The Registrant hereby undertakes to file a post-effective amendment to
this Registration Statement as frequently as is necessary to ensure
that the audited financial

<PAGE>

-6-

statements in the Registration Statement are never more than 16 months
old so long as payments under the variable annuity Contracts may be
accepted.

(b) The Registrant hereby undertakes to include either (1) as part of any
application to purchase a contract offered by the Prospectus, a space
that an applicant can check to request a Statement of Additional
Information, or (2) a post card or similar written communication
affixed to or included in the Prospectus that the applicant can remove
to send for a Statement of Additional Information.

(c) The Registrant hereby undertakes to deliver any Statement of
Additional Information and any financial statements required to be
made available under this Form promptly upon written or oral request.

(d) Hartford hereby represents that the aggregate fees and charges under
the Contract are reasonable in relation to the services rendered, the
expenses expected to be incurred, and the risks assumed by Hartford.

The Registrant is relying on the no-action letter issued by the Division of
Investment Management to American Council of Life Insurance, Ref. No. IP-6-88,
November 28, 1988. The Registrant has complied with conditions one through four
of the no-action letter.

<PAGE>

SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant certifies that it meets all the requirements for
effectiveness of this Registration Statement pursuant to Rule 485(b) under the
Securities Act of 1933 and duly caused this Registration Statement to be signed
on its behalf, in the City of Hartford, and State of Connecticut on this 10th
day of April, 1997.

HARTFORD LIFE INSURANCE COMPANY -
PUTNAM CAPITAL MANAGER TRUST SEPARATE ACCOUNT TWO
(Registrant)

*By: /s/ Thomas M. Marra
-------------------------------------------
Thomas M. Marra, Executive Vice President

HARTFORD LIFE INSURANCE COMPANY *By: /s/ Lynda Godkin
(Depositor) --------------------
Lynda Godkin
Attorney-in-Fact
*By: /s/ Thomas M. Marra
-------------------------------------------
Thomas M. Marra, Executive Vice President

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons and in the capacities and on
the dates indicated.

Bruce D. Gardner, Vice President,
Director *
Joseph H. Gareau, Executive Vice
President and Chief Investment
Officer, Director *
John P. Ginnetti, Executive Vice
President, Director *
Thomas M. Marra, Executive Vice *By: /s/ Lynda Godkin
President, Director * ---------------------
Leonard E. Odell, Jr., Senior Lynda Godkin
Vice President, Director * Attorney-In-Fact
Lowndes A. Smith, President,
Chief Operating Officer, Director * Dated: April 10, 1997
Raymond P. Welnicki, Senior Vice --------------------
President, Director *
Lizabeth H. Zlatkus, Vice President
Director *

(PCM 33-17207)

<PAGE>

EXHIBIT INDEX

6. (a) Articles of Incorporation of Hartford

9. Opinion and Consent of Lynda Godkin, General Counsel

10. Consent of Arthur Andersen, LLP

15. Copy of Power of Attorney

16. Organizational Chart

<PAGE>

FILING #0001681565 PG 04 OF 05 VOL B-00105
FILED 12/31/1996 10:21 AM PAGE 00680
SECRETARY OF THE STATE
CONNECTICUT SECRETARY OF THE STATE

HARTFORD LIFE INSURANCE COMPANY

CERTIFICATE AMENDING
RESTATED CERTIFICATE OF INCORPORATION
BY ACTIONS OF THE BOARD OF DIRECTORS AND THE SOLE SHAREHOLDER

1. The name of the Corporation is HARTFORD LIFE INSURANCE COMPANY.

2. The Restated Certificate of Incorporation of the Corporation is amended by
the following resolution of each of the Board of Directors and the Sole
Shareholder:

RESOLVED, that the Restated Certificate of Incorporation of the
Company, as supplemented and amended to date, is hereby further
amended by and adding the following Sections 4 and 5. All other
sections of the Restated Certificate of Incorporation shall
remain unchanged and continue in full force and effect.

"Section 4. The Board of Directors may, at any time, appoint
from among its own members such committees as it
may deem necessary for the proper conduct of the
business of the Company. The Board of Directors
shall be unrestricted as to the powers it may
confer upon such committees."

"Section 5. So much of the charter of said corporation, as
amended, as is inconsistent herewith is repealed,
provided that such repeal shall not invalidate or
otherwise affect any action taken pursuant to the
charter of the corporation, in accordance with its
terms, prior to the effective date of such
repeal."

3. The above resolutions were consented to by the Board of Directors and the
Sole Shareholder of the Corporation. The number of shares of the
Corporation's common capital stock entitled to vote thereon was 1,000 and
the vote required for adoption was 660 shares. The vote favoring adoption
was 1,000 shares, which was the greatest vote required to pass the
resolution.

<PAGE>

Dated at Simsbury, Connecticut this 30th day of December, 1996.

We hereby declare, under penalty of false statement, that the statements made in
the foregoing Certificate are true.

HARTFORD LIFE INSURANCE COMPANY

/s/ John P. Ginnetti
---------------------------------
John P. Ginnetti, Executive Vice
President

/s/ Lynda Godkin
---------------------------------
Lynda Godkin, Associate General Counsel
& Secretary

<PAGE>

RESTATED CERTIFICATE OF INCORPORATION

HARTFORD LIFE INSURANCE COMPANY

This Restated Certificate of Incorporation gives effect to
the amendment of the Certificate of Incorporation of the corporation
and otherwise purports merely to restate all those provisions
already in effect. This Restated Certificate of Incorporation has
been adopted by the Board of Directors and by the sole shareholder.

Section 1. The name of the corporation is Hartford Life
Insurance Company and it shall have all the powers granted
by the general statutes, as now enacted or hereinafter
amended to corporations formed under the Stock Corporation
Act.

Section 2. The corporation shall have the purposes and
powers to write any and all forms of insurance which any
other corporation now or hereafter chartered by Connecticut
and empowered to do an insurance business may now or
hereafter may lawfully do; to accept and to issue cede
reinsurance; to issue policies and contracts for any kind
or combination of kinds of insurance; to policies or
contracts either with or without participation in profits;
to acquire and hold any or all of the shares or other
securities of any insurance corporation; and to engage in
any lawful act or activity for which corporations may be
formed under the Stock Corporation Act. The corporation is
authorized to exercise the powers herein granted in any
state, territory or jurisdiction of the United States or in
any foreign country.

Section 3. The capital with which the corporation shall
commence business shall be an amount not less than one
thousand dollars. The authorized capital shall be two
million five hundred thousand dollars divided into one
thousand shares of common capital stock with a par value of
twenty-five hundred dollars each.
<PAGE>

We hereby declare, under the penalties of false statement
that the statements made in the foregoing Certificate are true.

Dated: February 10, 1982 HARTFORD LIFE INSURANCE COMPANY

By /s/ ROBERT B. GOODE, JR.
----------------------------
Attest:

/s/ WM. A. MCMAHON
- ----------------------

7342D

<PAGE>

EXHIBIT 9

THE [LOGO]
HARTFORD

April 10, 1997 Lynda Godkin
General Counsel & Secretary
Law Department
Board of Directors
Hartford Life Insurance Company
200 Hopmeadow Street
Simsbury, CT 06089

RE: PUTNAM CAPITAL MANAGER TRUST SEPARATE ACCOUNT
HARTFORD LIFE INSURANCE COMPANY
FILE NO. 33-17207

Dear Sir/Madam:

I have acted as General Counsel to Hartford Life Insurance Company (the
"Company"), a Connecticut insurance company, and Hartford Life Insurance Company
Putnam Capital Manager Trust Separate Account (the "Account") in connection with
the registration of an indefinite amount of securities in the form of variable
annuity contracts (the "Contracts") with the Securities and Exchange Commission
under the Securities Act of 1933, as amended. I have examined such documents
(including the Form N-4 Registration Statement) and reviewed such questions of
law as I considered necessary and appropriate, and on the basis of such
examination and review, it is my opinion that:

1. The Company is a corporation duly organized and validly existing as a stock
life insurance company under the laws of the State of Connecticut and is
duly authorized by the Insurance Department of the State of Connecticut to
issue the Contracts.

2. The Account is a duly authorized and validly existing separate account
established pursuant to the provisions of Section 38a-433 of the
Connecticut Statutes.

3. To the extent so provided under the Contracts, that portion of the assets
of the Account equal to the reserves and other contract liabilities with
respect to the Account will not be chargeable with liabilities arising out
of any other business that the Company may conduct.
Hartford Life Insurance Companies
200 Hopmeadow Street
Simsbury, CT 06089
860 843 3153
860 843 8665 Fax

Mailing Address: P.O. Box 2999
Hartford, CT 06104-2999
<PAGE>

Board of Directors
Hartford Life Insurance Company
April 10, 1997
Page 2

4. The Contracts, when issued as contemplated by the Form N-4 Registration
Statement, will constitute legal, validly issued and binding obligations of
the Company.

I hereby consent to the filing of this opinion as an exhibit to the Form N-4
Registration Statement for the Contracts and the Account.

Sincerely,

/s/ Lynda Godkin

Lynda Godkin

<PAGE>

EXHIBIT 10

ARTHUR ANDERSEN LLP

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of our reports
(and to all references to our Firm) included in or made a part of this
Registration Statement File No. 33-17207 for Hartford Life Insurance Company
Putnam Capital Manager Trust Separate Account on Form N-4.

/s/ Arthur Andersen LLP

Hartford, Connecticut
April 14, 1997

<PAGE>

HARTFORD LIFE INSURANCE COMPANY
AND
HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY

POWER OF ATTORNEY

Donald R. Frahm
Bruce D. Gardner
Joseph H. Gareau
John P. Ginnetti
Thomas M. Marra
Leonard E. Odell, Jr.
Lowndes A. Smith
Raymond P. Welnicki
Lizabeth H. Zlatkus

do hereby jointly and severally authorize Lynda Godkin, Marianne O'Doherty,
and Margaret E. Hankard to sign as their agent, any Registration Statement,
pre-effective amendment, post-effective amendment and any application for
exemptive relief of the Hartford Life Insurance Company and Hartford Life and
Accident Insurance Company under the Securities Act of 1933 and/or the
Investment Company Act of 1940.

IN WITNESS WHEREOF, the undersigned have executed this Power of Attorney for the
purpose herein set forth.

/s/ Donald R. Frahm /s/Leonard E. Odell, Jr.
- --------------------------------------- ----------------------------------
Donald R. Frahm Leonard E. Odell, Jr.

/s/Bruce D. Gardner /s/Lowndes A. Smith
- --------------------------------------- ----------------------------------
Bruce D. Gardner Lowndes A. Smith

/s/Joseph H. Gareau /s/Raymond P. Welnicki
- --------------------------------------- ----------------------------------
Joseph H. Gareau Raymond P. Welnicki

/s/John P. Ginetti /s/Lizabeth H. Zlatkus
- --------------------------------------- ----------------------------------
John P. Ginnetti Lizabeth H. Zlatkus

/s/Thomas M. Marra
- ---------------------------------------
Thomas M. Marra

Dated: December 3, 1996
-------------------

<PAGE>
EXHIBIT 16

<S><C>
ITT Hartford Group, Inc..
(Delaware)
|
- ----------------------------------------------------------------------------------------------------
Nutmeg Insurance Company The Hartford Investment
(Connecticut) Management Company
| (Delaware)
|
Hartford Fire Insurance Company
(Connecticut)
|
Hartford Accident and Indemnity Company
(Connecticut)
|
Hartford Life, Inc.
(Delaware)
|
Hartford Life and Accident Insurance Company
(Connecticut)
|
|
|
- -------------------------------------------------------------------------------------------------------------------
Alpine Life Hartford Financial Hartford Life American Maturity ITT Hartford Canada
Insurance Company Services Life Insurance Company Life Insurance Holdings, Inc.
(New Jersey) Insurance Co. (Connecticut) Company (Canada)
(Connecticut) | (Connecticut) |
| |
| |
| ITT Hartford Life
| Insurance Company
| of Canada
| (Canada)
|
|
- ------------------------------------------------------------------------------------------------------------------
ITT Hartford Life and Annuity ITT Hartford International Hartford Financial Services
Insurance Company Life Reassurance Corporation Corporation
(Connecticut) (Connecticut) (Delaware)
| |
| |
| |
ITT Hartford Life, Ltd. |
(Bermuda) |
|
|
- -----------------------------------------------------------------------------------------------------------------
MS Fund HL Funding HL Investment Hartford Hartford Securities ITT Comp. Emp.
America, Inc. Company, Inc. Advisors, Inc. Equity Sales Distribution Benefits Service
(Delaware) (Connecticut) (Connecticut) Company, Inc. Company, Inc. Company
(Connecticut) (Connecticut) (Connecticut)
</TABLE>