HARTFORD LIFE INS CO PUTNAM CAPITAL MGR TR SEPARATE ACCT TWO, N-4, 1998-11-06

HARTFORD LIFE INS CO PUTNAM CAPITAL MGR TR SEPARATE ACCT TWO
N-4, 1998-11-06

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<PAGE>

As filed with the Securities and Exchange Commission on November 6, 1998.
File No. 333-NEW
811-06285

SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]

Pre-Effective Amendment No. ___ [ ]
Post-Effective Amendment No. ___ [ ]

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 29 [X]
---

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, Inc.
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
___ on ______________, 1998 pursuant to paragraph (b) of Rule 485
___ 60 days after filing pursuant to paragraph (a)(1) of Rule 485
___ on ______________, 1998 pursuant to paragraph (a)(1) of Rule 485
___ this post-effective amendment designates a new effective date
for a previously filed post-effective amendment.

Approximate Date of Proposed Public Offering: As soon as practicable after the
effective date of the registration statement.

The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the registration shall
become effective on such date as the Commission, acting pursuant to Section
8(a), may determine.

<PAGE>

CROSS REFERENCE SHEET
PURSUANT TO RULE 495(A)

N-4 Item No. Prospectus Heading
------------------------------------------------------------------
1. Cover Page Putnam Capital Manager Trust
Separate Account

2. Definitions Glossary of Special Terms

3. Synopsis or Highlights Summary

4. Condensed Financial Yield Information
Information

5. General Description of Hartford Life Insurance Company,
Registrant The Separate Account, The Fixed
Account, and The Funds

6. Deductions Contract Charges

7. General Description of The Contract, The Separate Account,
Annuity Contracts The Fixed Account, and Surrenders

8. Annuity Period Settlement Provisions

9. Death Benefit Death Benefits

10. Purchases and Contract Value The Contract, The Contract Offered,
and Contract Value

11. Redemptions Surrenders

12. Taxes Federal Tax Considerations

13. Legal Proceedings Legal Matters and Experts

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

15. Cover Page Part B; Statement of Additional
Information

16. Table of Contents Table of Contents

17. General Information and History Summary

<PAGE>

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 Settlement Provisions

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 Common Control with the Depositor
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 Location of Accounts and Records
Records

31. Management Services Management Services

32. Undertakings Undertakings

<PAGE>

PART A

<PAGE>

HARTFORD LIFE INSURANCE COMPANY
[Product Name]
PUTNAM CAPITAL MANAGER TRUST SEPARATE ACCOUNT
P. O. Box 5085
Hartford, Connecticut 06102-5085
Telephone: 1-800-521-0538 (Contract Owners)

This Prospectus describes information you should know before you purchase
[Product Name] variable annuity. Please read it carefully.

[Product Name] variable annuity is a contract between you and Hartford Life
Insurance Company where you agree to make at least one payment to us and we
agree to make a series of annuity payments to you at a later date. This annuity
is a flexible premium, tax-deferred, variable annuity offered to both
individuals and groups. It is:

- - Flexible, because you may add premium payments at any time.
- - Tax-deferred, which means you don't pay taxes until you take money out or
until we start to make annuity payments to you.
- - Variable, because the value of your annuity will fluctuate with the
performance of the underlying funds.

After purchase, you allocate your Net Premium Payment, which is any purchase
payment less the sales charge and any premium taxes, to "sub-accounts". These
are subdivisions of our separate account, an account that keeps your annuity
assets separate from our company assets. The sub-accounts then purchase shares
of mutual funds set up exclusively for variable annuity or variable life
insurance products. These funds are not the same mutual funds that you buy
through your stockbroker or through a retail mutual fund. They may have similar
investment strategies and the same portfolio managers as retail mutual funds.
This annuity offers you funds with investment strategies ranging from
conservative to aggressive and you may pick those funds that meet your
investment goals and risk tolerance. The sub-accounts and the funds are listed
below:

- - Putnam Asia Pacific Growth Sub-Account which purchases shares of Class IB
of Putnam VT Asia Pacific Growth Fund of Putnam Variable Trust

- - Putnam Diversified Income Sub-Account which purchases shares of Class IB of
Putnam VT Diversified Income Fund of Putnam Variable Trust

- - The George Putnam Fund Sub-Account which purchases shares of Class IB of
Putnam VT the George Putnam Fund of Boston of Putnam Variable Trust

- - Putnam Global Asset Allocation Sub-Account which purchases shares of Class
IB of Putnam VT Global Asset Allocation Fund of Putnam Variable Trust

- - Putnam Global Growth Sub-Account which purchases shares of Class IB of
Putnam VT Global Growth Fund of Putnam Variable Trust

- - Putnam Growth and Income Sub-Account which purchases shares of Class IB of
Putnam VT Growth and Income Fund of Putnam Variable Trust

- - Putnam Health Sciences Sub-Account which purchases shares of Class IB of
Putnam VT Health Sciences Fund of Putnam Variable Trust

- - Putnam High Yield Sub-Account which purchases shares of Class IB of Putnam
VT High Yield Fund of Putnam Variable Trust

- - Putnam International Growth Sub-Account which purchases shares of Class IB
of Putnam VT International Growth Fund of Putnam Variable Trust

- - Putnam International Growth and Income Sub-Account which purchases shares
of Class IB of Putnam International Growth and Income Fund of Putnam
Variable Trust

- - Putnam International New Opportunities Sub-Account which purchases shares
of Class IB of Putnam VT International New Opportunities Fund of Putnam
Variable Trust

- - Putnam Investors Sub-Account which purchases shares of Class IB of Putnam
VT Investors Fund of Putnam Variable Trust

- - Putnam Money Market Sub-Account which purchases shares of Class IB of
Putnam VT Money Market Fund of Putnam Variable Trust

- - Putnam New Opportunities Sub-Account which purchases shares of Class IB of
Putnam VT New Opportunities Fund of Putnam Variable Trust

- - Putnam New Value Sub-Account which purchases shares of Class IB of Putnam
VT New Value Fund of Putnam Variable Trust

- - Putnam OTC & Emerging Growth Sub-Account which purchases shares of Class IB
of Putnam OTC & Emerging Growth Fund of Putnam Variable Trust

- - Putnam Research Sub-Account which purchases shares of Class IB of Putnam VT
Research Fund of Putnam Variable Trust

- - Putnam U.S. Government and High Quality Bond Sub-Account which purchases
shares of Class IB of Putnam U.S. Government High Quality Bond Fund of
Putnam Variable Trust

- - Putnam Utilities Growth and Income Sub-Account which purchases shares of
Class IB of Putnam VT Utilities Growth and Income Fund of Putnam Variable
Trust

- - Putnam Vista Sub-Account which purchases shares of Class IB of Putnam VT
Vista Fund of Putnam Variable Trust

- - Putnam Voyager Sub-Account which purchases shares of Class IB of Putnam VT
Voyager Fund of Putnam Variable Trust

You may also allocate some or all of your Net Premium Payment to one of the
"Fixed Accounts", which pays an interest rate guaranteed for a certain time
period from the time the payment is made. Net Premium Payments put in a Fixed
Account are not segregated from our company assets like the assets of the
separate account.

If you decide to buy this annuity, you should keep this Prospectus for your
records. You can also call us at 1-800-521-0538 to get a Statement of
Additional Information, free of charge. The Statement of Additional Information
contains more information about this annuity and, like this Prospectus, is filed
with the Securities and Exchange Commission. You should read the Statement of
Additional Information because you are bound by the terms contained in it. We
have included the Table of Contents for the Statement of Additional Information
at the end of this Prospectus. Although we file the Prospectus and the
Statement of Additional Information with the Securities and Exchange Commission,
the Commission doesn't approve or disapprove these securities or determine if
the information is truthful or complete. Anyone who represents that the
Securities and Exchange Commission does these things may be guilty of a criminal
offense.

This Prospectus and the Statement of Additional Information can also be obtained
from the Securities and Exchange Commission's website (HTTP://WWW.SEC.GOV).

This annuity IS NOT:
- - A bank deposit or obligation
- - Federally insured
- - Endorsed by any bank or governmental agency

This annuity may not be available for sale in all states.

Prospectus Dated: February 1, 1999
Statement of Additional Information Dated: February 1, 1999

<PAGE>

TABLE OF CONTENTS

Glossary of Special Terms. . . . . . . . . . . . . . . . . . . . . . . . . . 3

Fee Table. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

Summary. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

Hartford Life Insurance Company. . . . . . . . . . . . . . . . . . . . . . . 9

The Separate Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

The Funds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10

Performance Related Information. . . . . . . . . . . . . . . . . . . . . . .13

The Fixed Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14

The Contract . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16

Contract Value - Before the Annuity Commencement Date . . . . . . . . .17
Contract Value Transfers Before and After the Annuity
Commencement Date . . . . . . . . . . . . . . . . . . . . . . . . .18
Surrenders. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19
Contract Charges. . . . . . . . . . . . . . . . . . . . . . . . . . . .21
Death Benefits. . . . . . . . . . . . . . . . . . . . . . . . . . . . .23

Settlement Provisions. . . . . . . . . . . . . . . . . . . . . . . . . . . .24
Annuity Payments. . . . . . . . . . . . . . . . . . . . . . . . . . . .26
Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . .29

Federal Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . . .30
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .30
Taxation of Hartford and the Separate Account . . . . . . . . . . . . .30
Taxation of Annuities -- General Provisions Affecting Purchasers
Other Than Qualified Retirement Plans . . . . . . . . . . . . . . .30
Federal Income Tax Withholding. . . . . . . . . . . . . . . . . . . . .35
General Provisions Affecting Qualified Retirement Plans . . . . . . . .36
Annuity Purchases By Nonresident Aliens and Foreign Corporations. . . .36

Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .36
How Contracts Are Sold. . . . . . . . . . . . . . . . . . . . . . . . .36
Year 2000 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .37
Legal Matters and Experts . . . . . . . . . . . . . . . . . . . . . . .38
More Information. . . . . . . . . . . . . . . . . . . . . . . . . . . .38

Appendix I Information Regarding Tax-Qualified Plans . . . . . . . . . . . .39

<PAGE>

GLOSSARY OF SPECIAL TERMS

ACCOUNT: Any of the Sub-Accounts or Fixed Accounts.

ACCUMULATION UNIT: A unit of measure we use to calculate values before we begin
to make annuity payments to you.

ADMINISTRATIVE OFFICE: Located at 200 Hopmeadow Street, Simsbury, CT 06089. The
mailing address is Post Office Box 5085, Hartford, CT 06104-5085.

ANNIVERSARY VALUE: The value of your contract determined each year on the date
we issued your annuity. Each year we increase your anniversary value by any Net
Premium Payments made to us and reduce your value for any money taken out that
year.

ANNUAL MAINTENANCE FEE: An annual $30 charge for annuities having a value of
less than $50,000 on the most recent Contract Anniversary or when the annuity is
surrendered in full. The charge is deducted proportionately from the funds in
use at the time.

ANNUITANT: The person on whose life the Contract is based. The Annuitant may not
be changed.

ANNUITY: A Contract issued by us that provides, in exchange for premium
payments, a series of annuity payments.

ANNUITY CALCULATION DATE: The date we calculate your first annuity payment.

ANNUITY COMMENCEMENT DATE: The date we start to make annuity payments to you.

ANNUITY UNIT: A unit of measure we use to calculate the value of the annuity
payments we make to you.

ASSUMED INVESTMENT RETURN ("AIR"): The investment return, either 3%, 5% or 6%,
which we base your variable dollar amount payments on. You select the AIR
before we start to make annuity payments.

BENEFICIARY: The person or persons you designate to receive payment of the death
benefit upon the death of the Contract Owner.

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

CONTINGENT ANNUITANT: The person you may designate to become the Annuitant if
the original Annuitant dies before we begin making annuity payments.

CONTRACT: The contract is the individual Annuity contract and any endorsements
or riders. If you have a group annuity, you will receive a certificate rather
than a contract.

CONTRACT ANNIVERSARY: The annual anniversary of the date we issued your
annuity. If your contract anniversary falls on a day that is not a Valuation
Day, then the next Valuation Day will be your Contract Anniversary for that
year.

CONTRACT OWNER OR YOU: The owner or holder of this Annuity.

CONTRACT VALUE: The total value of your Annuity that we get by adding up the
value of each of your Sub-Accounts and Fixed Accounts.

CONTRACT YEAR: The 12 months following the date you purchased your annuity and
from any Contract Anniversary.

DOLLAR COST AVERAGING ("DCA"): Systematic transfers from one Account to another.

DCA PROGRAM FIXED ACCOUNTS: Fixed Accounts we establish to use for dollar cost
averaging programs. These are part of our General Account.

DEATH BENEFIT: The amount we pay when the Contract Owner or the Annuitant dies.

DUE PROOF OF DEATH: A certified copy of a death certificate, an order of a court
of competent jurisdiction, a statement from a physician who attended the
deceased or any other proof acceptable to us.

FIXED ACCOUNT: This is an account that is part of our General Account. You may
allocate all or a portion of your Net Premium Payments or transfer of Contract
Value to this account.

FUNDS: The Funds described in this Prospectus or any supplements to the
Prospectus.

GENERAL ACCOUNT: Our General Account that includes our company assets and your
annuity assets allocated to any of the Fixed Accounts or DCA Program Fixed
Accounts.

HARTFORD OR WE: Hartford Life Insurance Company.

MAXIMUM ANNIVERSARY VALUE: This is the highest value your annuity reached on any
Contract Anniversary date prior to your 81st birthday, reduced by any surrenders
and increased by any additional Net Premium Payments.

NET PREMIUM PAYMENT: This is your premium payment minus any sales charge or
premium tax, or any other fee that we take prior to allocating payments
according to your instructions.

PAYEE: The person or party designated by you to receive annuity payments.

PREMIUM TAX: A tax charged by a state or municipality on premium payments.

SALES CHARGE: The charge you pay for this annuity when you purchase it and
when you make additional premium payments.

SEPARATE ACCOUNT: An account that we establish to separate the assets for your
annuity Sub-Accounts from our company assets. For this annuity, the separate
account is the Hartford Life Insurance Company Separate Account Two.

SUB-ACCOUNT: Divisions established within the Separate Account.

SURRENDER: A complete or partial withdrawal from your annuity.

SURRENDER VALUE: What we pay you if you terminate your annuity before we begin
to make annuity payments.

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

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

<PAGE>

FEE TABLE

CONTRACT OWNER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases
(as a percentage of premium payments): 6.0%
Range of Sales Charges Imposed on Purchases
(as a percentage of premium payments):

PREMIUM PAYMENT SALES CHARGE
-------------- ------------
Up to $ 49,999.99 6.0%
$50,000 to $ 99,999.99 5.5%
$100,000 to $ 249,999.99 5.0%
$250,000 to $ 499,999.99 4.0%
$500,000 to $ 999,999.99 3.0%
$1,000,000 to $2,499,999.99 2.0%
$2,500,000 and over 1.0%

Annual Maintenance Fee (1) $30

SEPARATE ACCOUNT ANNUAL EXPENSES (AS PERCENTAGE OF AVERAGE ACCOUNT VALUE)
Mortality and Expense Risk Charge 0.80%
Total Separate Account Annual Expenses 0.80%

(1) The Annual Maintenance Fee is a single $30 charge deducted only when the
Contract Value is less than $50,000 on the Contract Anniversary or upon
request for full Surrender. It is deducted proportionally from the
investment options in use at the time of the charge.

ANNUAL FUND OPERATING EXPENSES
(as percentage of average annual net assets)
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
TOTAL FUND
OPERATING
OTHER EXPENSES (AFTER ANY
MANAGEMENT EXPENSES (AFTER ANY 12B-1 FEES FEE WAIVERS AND
FEES (AFTER ANY EXPENSE (AFTER ANY EXPENSE
FEE WAIVERS) REIMBURSEMENT) WAIVERS)(1) REIMBURSEMENT)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Putnam VT Asia Pacific Growth Fund 0.80% 0.27% 0.15% 1.22%
- ----------------------------------------------------------------------------------------------------------------------------------
Putnam VT Diversified Income Fund 0.69% 0.11% 0.15% 0.95%
- ----------------------------------------------------------------------------------------------------------------------------------
Putnam VT The George Putnam Fund of Boston(2)(3) 0.49% 0.36% 0.15% 1.00%
- ----------------------------------------------------------------------------------------------------------------------------------
Putnam VT Global Asset Allocation Fund 0.66% 0.11% 0.15% 0.92%
- ----------------------------------------------------------------------------------------------------------------------------------
Putnam VT Global Growth Fund 0.60% 0.15% 0.15% 0.90%
- ----------------------------------------------------------------------------------------------------------------------------------
Putnam VT Growth and Income Fund 0.47% 0.04% 0.15% 0.66%
- ----------------------------------------------------------------------------------------------------------------------------------
Putnam VT Health Sciences Fund (2)(3) 0.56% 0.34% 0.15% 1.05%
- ----------------------------------------------------------------------------------------------------------------------------------
Putnam VT High Yield Fund 0.66% 0.06% 0.15% 0.87%
- ----------------------------------------------------------------------------------------------------------------------------------
Putnam VT International Growth Fund (2)(3) 0.73% 0.47% 0.15% 1.35%
- ----------------------------------------------------------------------------------------------------------------------------------
Putnam VT International Growth and Income Fund (2)(3) 0.80% 0.32% 0.15% 1.27%
- ----------------------------------------------------------------------------------------------------------------------------------
Putnam VT International New Opportunities Fund (2)(3) 0.92% 0.68% 0.15% 1.75%
- ----------------------------------------------------------------------------------------------------------------------------------
Putnam VT Investors Fund 0.52% 0.33% 0.15% 1.00%
- ----------------------------------------------------------------------------------------------------------------------------------
Putnam VT Money Market Fund 0.45% 0.09% 0.15% 0.69%
- ----------------------------------------------------------------------------------------------------------------------------------
Putnam VT New Opportunities Fund 0.58% 0.05% 0.15% 0.78%
- ----------------------------------------------------------------------------------------------------------------------------------
Putnam VT New Value Fund (2) 0.70% 0.15% 0.15% 1.00%
- ----------------------------------------------------------------------------------------------------------------------------------
Putnam VT OTC & Emerging Growth Fund (2)(3) 0.56% 0.34% 0.15% 1.05%
- ----------------------------------------------------------------------------------------------------------------------------------
Putnam VT Research Fund(2) 0.37% 0.48% 0.15% 1.00%
- ----------------------------------------------------------------------------------------------------------------------------------
Putnam VT U.S. Government and High Quality Bond Fund 0.61% 0.08% 0.15% 0.84%
- ----------------------------------------------------------------------------------------------------------------------------------
Putnam VT Utilities Growth and Income 0.67% 0.07% 0.15% 0.89%
- ----------------------------------------------------------------------------------------------------------------------------------
Putnam VT Vista Fund (2) 0.65% 0.22% 0.15% 1.02%
- ----------------------------------------------------------------------------------------------------------------------------------
Putnam VT Voyager Fund 0.54% 0.05% 0.15% 0.74%
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) The Class IB 12b-1 plans provide for payments by each fund to Putnam Mutual
Funds at the annual rate of up to 0.35%. The Trustees currently
limit 12b-1 payments on Class IB shares to 0.15% of average net assets.

(2) In order to limit the expenses of Putnam VT The George Putnam Fund of
Boston, Putnam VT Health Sciences Fund, Putnam VT International Growth
Fund, Putnam VT International Growth and Income Fund, Putnam VT
International New Opportunities Fund, Putnam VT Investors Fund, Putnam VT
New Vlalue Fund, Putnam VT OTC & Emerging Growth Fund, Putnam VT Research
Fund and Putnam VT Vista Fund during their start-up periods, Putnam
Management has agreed to limit its compensation (and, to the extent
necessary, bear other expenses of the funds) through December 31, 1998, to
the extent that expenses of the funds (exclusive of brokerage, interest,
taxes, deferred organizational and extraordinary expenses, and payments
under the funds' distribution plan with respect to class IB shares) would
exceed the annual rate of 0.85%. 0.90%, 1.20%, 1.20%, 1.60%, 0.85%, 1.10%,
0.90% and 1.05%, respectively, of the funds' average net assets.

(3) After expense limitation. The "Management Fees," "12b-1Fees," and "Other
Expenses" shown in the table reflect an expense limitation. In the absence
of an expense limitation, "Management Fees," "Other Expenses", "12b-1
Fees," and "Total Fund Operating Expenses" would have been:

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
TOTAL FUND
MANAGEMENT OTHER 12b-1 OPERATING
FEES EXPENSES FEES EXPENSES
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Putnam VT The George Putnam Fund of Boston+ 0.65% 0.36% 0.15% 1.16%
- ----------------------------------------------------------------------------------------------------------------------------------
Putnam VT Health Sciences Fund + 0.70% 0.34% 0.15% 1.19%
- ----------------------------------------------------------------------------------------------------------------------------------
Putnam VT International Growth Fund 0.80% 0.47% 0.15% 1.42%
- ----------------------------------------------------------------------------------------------------------------------------------
Putnam VT International New Opportunities Fund 1.20% 0.68% 0.15% 2.03%
- ----------------------------------------------------------------------------------------------------------------------------------
Putnam VT Investors Fund + 0.65% 0.33% 0.15% 1.13%
- ----------------------------------------------------------------------------------------------------------------------------------
Putnam VT OTC & Emerging Growth Fund + 0.70% 0.34% 0.15% 1.19%
- ----------------------------------------------------------------------------------------------------------------------------------
Putnam VT Research Fund + 0.65% 0.48% 0.15% 1.28%
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

+Estimated "Management Fees," "Other expenses" and "Total Fund Operating
Expenses".

<PAGE>

The table in the section entitled "Example" should be replaced with the
following:

EXAMPLE

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
IF YOU SURRENDER YOUR CONTRACT AT THE END OF IF YOU ANNUITIZE YOUR CONTRACT AT THE END OF
THE APPLICABLE TIME PERIOD, YOU WOULD PAY THE THE APPLICABLE TIME PERIOD, YOU WOULD PAY THE
FOLLOWING EXPENSES ON A $1,000 INVESTMENT, FOLLOWING EXPENSES ON A $1,000 INVESTMENT,
ASSUMING A 5% ANNUAL RETURN ON ASSETS: ASSUMING A 5% ANNUAL RETURN ON ASSETS:
- ---------------------------------------------------------------------------------------------------------------------------------
SUB-ACCOUNT 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>
Putnam Asia Pacific Growth $28 $87 $149 $305 $28 $87 $148 $305
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam Diversified Income 26 79 135 278 25 78 134 277
- ---------------------------------------------------------------------------------------------------------------------------------
The George Putnam Fund 26 81 N/A N/A 26 80 N/A N/A
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam Global Asset Allocation 25 78 134 275 25 78 133 274
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam Global Growth 25 78 132 273 25 77 132 272
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam Growth and Income 23 70 120 248 22 69 119 247
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam Health Sciences 27 82 N/A N/A 26 81 N/A N/A
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam High Yield 25 77 131 270 24 76 130 269
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam International Growth 30 91 155 318 29 91 155 317
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam International Growth
and Income 29 89 151 310 28 88 151 309
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam International New
Opportunities 34 103 175 356 33 103 175 356
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam Investors 26 81 N/A N/A 26 80 N/A N/A
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam Money Market 23 71 122 251 22 70 121 251
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam New Opportunities 24 74 126 261 23 73 126 260
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam New Value 26 81 138 283 26 80 137 282
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam OTC & Emerging Growth 27 82 N/A N/A 26 81 N/A N/A
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam U.S. Government and
High Quality Bond 25 76 129 267 24 75 129 266
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam Utilities Growth and Income 25 77 132 272 24 77 131 271
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam Vista 26 81 139 285 26 81 138 285
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam Voyager 24 73 124 257 23 72 124 256
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

The purpose of this table is to assist you in understanding various costs you
will bear directly or indirectly. The table reflects expenses of the Separate
Account and underlying Funds. Premium Taxes, if applicable, have been taken into
account. This EXAMPLE should not be considered a representation of past or
future expenses and actual expenses may be greater or less than those shown.

Pursuant to requirements of the Investment Company Act of 1940, 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 Maintenance Fee is deducted only when the
accumulated value is less than $50,000. In the Example, the Annual Maintenance
Fee is approximately a 0.08% annual asset charge based on the experience of the
Contracts.

<PAGE>

SUMMARY

HOW DO I PURCHASE THIS ANNUITY?

You must complete our application or order request and submit it to us for
approval with your first premium payment. Your first premium payment must be at
least $1,000 and subsequent premium payments must be at least $500.

- - For a limited time, usually within ten days after you receive your annuity,
you may cancel your annuity without paying a sales charge. You bear the
investment risk for your premium payment prior to our receipt of your
request for cancellation.

WHAT TYPE OF SALES CHARGE WILL I PAY?

You pay a sales charge when you purchase your annuity and when you make
additional premium payments to your annuity. The percent of the sales charge
depends on the size of your premium payment to date. The bigger your premium
payment to date, the less the percentage your sales charge is:

PREMIUM PAYMENT SALES CHARGE
--------------- ------------
Up to $ 49,999.99 6.0%
$50,000 to $ 99,999.99 5.5%
$100,000 to $ 249,999.99 5.0%
$250,000 to $ 499,999.99 4.0%
$500,000 to $ 999,999.99 3.0%
$1,000,000 to $2,499,999.99 2.0%
$2,500,000 and over 1.0%

If you have other annuities with us, under a program called "RIGHTS OF
ACCUMULATION", we might include those assets when determining your sales charge
for this annuity. Ask your financial consultant or call us to see if your other
annuities qualify.

You might be able to lower the sales charge you pay when you purchase your
annuity by signing a LETTER OF INTENT. This is a contract between us where you
decide how much you want to invest in the 13 months from the date you purchase
this annuity. On the date you purchase your annuity, we deduct the sales charge
based on the total amount you plan on investing over the following 13 months.
This usually results in a lower percentage sales charge than if you made one
initial investment and several premium payments later on. Think about the
planned premium payments for your Letter of Intent carefully. If you don't make
all the payments you plan on making, we will recalculate the sales charge for
the amounts we actually received in the 13 month period. If the percentage
sales charge on the actual amount received is more than the percentage sales
charge we actually deducted; we will deduct the outstanding sales charge
proportionally from all your Accounts.

<PAGE>

IS THERE AN ANNUAL MAINTENANCE FEE?

Yes. We deduct this $30.00 fee each year on your Contract Anniversary or when
you completely Surrender your annuity, if, on either of those dates, the value
of your annuity is less than $50,000.

WHAT CHARGES WILL I PAY ON AN ANNUAL BASIS?

You pay two different types of charges each year. The first type of charge is
the fee you pay for insurance. This charge is:

A mortality and expense risk charge that is subtracted daily and is equal to an
annual charge of 0.80% of your Contract Value invested in the funds.

The second type of charge is the fee you pay for the funds.

Currently, fund charges range from 0.39% to 0.79% of the average daily value of
the amount you have invested in the funds. See the Annual Operation Expense
Table for more complete information and the Funds' prospectuses attached to this
Prospectus.

CAN I TAKE OUT ANY OF MY MONEY?

You may Surrender all or part of the amounts you have invested at any time
before we start making annuity payments to you.

- - You may have to pay tax on the money you take out and, if you take money
out before you are age 59 1/2, you may have to pay an income tax penalty.

WILL HARTFORD PAY A DEATH BENEFIT?

There is a death benefit if you, your joint owner or your Annuitant, die before
we begin to make annuity payments. The death benefit will be calculated as of
the date we receive Due Proof of Death and will be the greater of:

- - The total Premium Payments you have made to us minus any amounts you have
taken out, or
- - The Contract Value of your annuity, or
- - Your maximum anniversary value, which is the highest value your annuity
reached on any Contract Anniversary date prior your 81st birthday, reduced
by any surrenders and increased by any additional premium payments.

This amount will remain invested in the Sub-Accounts according to your last
instructions and will be subject to market fluctuations.

<PAGE>

WHAT ANNUITY PAYMENT OPTIONS ARE AVAILABLE?

When you purchase your annuity, you may choose on of the following annuity
payment options, or receive a lump sum payment:

LIFE ANNUITY where we make scheduled payments for the rest of the Annuitant's
life.

- - Payments under this option stop upon the death of the Annuitant, even if
the Annuitant dies after one payment.

LIFE ANNUITY WITH CASH REFUND where we make payments during the life of the
Annuitant and when the Annuitant dies, we pay the remaining value to the
Beneficiary. The remaining value is calculated by subtracting the annuity
payments already made from the Contract Value at the time we receive Due Proof
of Death.

- - This option is only available if you select a variable dollar amount
payment with the 5% AIR or fixed dollar amount annuity payments.

LIFE ANNUITY WITH PAYMENTS FOR A PERIOD CERTAIN where we make payments for the
life of the Annuitant but you are at least guaranteed payments for a time period
you select which is a minimum of 5 years and a maximum of 100 years minus your
Annuitant's age. If the Annuitant dies before the end of the period selected, we
will continue to make payments until the end of the period selected.

JOINT AND LAST SURVIVOR ANNUITY where we make payments during the lifetime of
the Annuitant and another designated individual called the Joint Annuitant and
then throughout the remaining lifetime of the survivor.

JOINT AND LAST SURVIVOR LIFE ANNUITY WITH PAYMENTS FOR A PERIOD CERTAIN where we
make payments during the lifetime of the Annuitant and a Joint Annuitant, and we
guarantee that those payments for a time period you select which is a minimum of
5 years and a maximum 100 years minus your Annuitant's age. If both the
Annuitant and your Joint Annuitant die before the time we guarantee to make
payments is up, we will pay the remaining value to your Beneficiary. Payments
during the lifetime of the surviving Annuitant can be lower than the original
payments.

- - Upon the death of the Annuitant and the Joint Annuitant, we will pay the
value of the remaining payments to your Beneficiary.

PAYMENTS FOR A PERIOD CERTAIN where we agree to make payments for a specified
time between 5 and 30 years. If the Annuitant dies before the end of the
specified time, we pay the Beneficiary the present value of the annuity in one
lump sum or continue making the remaining payments to the Beneficiary.

- - If you select this option, YOU MAY SURRENDER YOUR ANNUITY after annuity
payments have started and we will give you the present value of the
remaining payments.

You must begin to take payments before the Annuitant's 90th birthday or the end
of the 10th Contract Year, which ever comes later. If you do not tell us what
payment option you want before that time, we will pay you under the Life Annuity
with a 10 year period certain. You and Hartford can agree to start payments at
a later date if the laws in effect allow us to defer payment and we agree to
allow you to defer.

<PAGE>

HARTFORD LIFE INSURANCE COMPANY

Hartford Life Insurance Company ("Hartford") is a stock life insurance company
engaged in the business of writing life insurance, both individual and group, in
all states of the United States as well as the District of Columbia and Puerto
Rico. We were originally incorporated under the laws of Massachusetts on June
5, 1902, and subsequently redomiciled to Connecticut. Our offices are located
in Simsbury, Connecticut; however, its mailing address is P.O. Box 2999,
Hartford, CT 06104-2999. We are ultimately controlled by The Hartford Financial
Services Group, Inc., one of the largest financial service providers in the
United States.

<TABLE>
<CAPTION>
HARTFORD'S RATINGS
- --------------------------------------------------------------------------------
EFFECTIVE DATE
RATING AGENCY OF RATING RATING BASIS OF RATING
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
A.M. Best and Company, Inc. 9/9/97 A+ Financial soundness and
operating performance.
- --------------------------------------------------------------------------------
Standard & Poor's 1/23/98 AA Insurer financial strength
- --------------------------------------------------------------------------------
Duff & Phelps 1/23/98 AA+ Claims paying ability
- --------------------------------------------------------------------------------
</TABLE>

THE SEPARATE ACCOUNT

The Separate Account is where we set aside and invest the assets of some of our
annuity contracts, including this Contract. The Separate Account was established
on June 22, 1986 and is registered as a unit investment trust under the
Investment Company Act of 1940. This registration does not involve supervision
by the Commission of the management or the investment practices of the Separate
Account or Hartford. The Separate Account meets the definition of "separate
account" under federal securities law. This Separate Account holds only assets
for variable annuity contracts. The Separate Account:

- - Holds assets for the benefit of you and other Contract Owners, and the
persons entitled to the payments described in the Contract.
- - Is not subject to the liabilities arising out of any other business
Hartford may conduct.
- - Is not affected by the rate of return of Hartford's General Account or by
the investment performance of any of Hartford's other separate accounts.
- - May be subject to liabilities from a Sub-Account of the Separate Account
which holds assets of other variable annuity contracts or variable life
insurance policies offered by the Separate Account which are not described
in this Prospectus.
- - Is credited with income and gains, and takes losses, whether or not
realized, from the assets it holds.

We do not guarantee the investment results of the Separate Account. There is no
assurance that the value of your Annuity will equal the total of the payments
you make to us.

<PAGE>

THE FUNDS

The underlying investments for the Contracts are class IB shares of Putnam
Variable Trust, an open-end 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.

The investment goals of each of the Funds are as follows:

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 and Investment Grade Sector, a High
Yield Sector (which invests primarily in securities 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 THE GEORGE PUTNAM FUND OF BOSTON. Seeks to provide a balanced
investment composed of a well-diversified portfolio of stocks and bonds which
will produce both capital growth and current income.

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 HEALTH SCIENCES FUND. Seeks capital appreciation by investing
primarily in common stocks and other securities of companies in the health
sciences industries.

<PAGE>

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 Investment Management, Inc. ("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.

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 of high current income by investing primarily in common
stocks that Putnam Management believes offer potential for capital growth and
may, when consistent with its investment objectives, invest in common stocks
that Putnam Management believes 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 INVESTORS FUND. Seeks long-term growth of capital and any increased
income that results from this growth by investing primarily in common stocks
that Putnam Management believes afford the best opportunity for capital growth
over the long term.

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 OTC & EMERGING GROWTH FUND. Seeks capital appreciation by investing
primarily in common stocks that Putnam Management believes have potential for
capital appreciation significantly greater than that of market averages.

<PAGE>

PUTNAM VT RESEARCH FUND. Seeks capital appreciation by investing primarily in
common stocks recommended by Putnam Investment Management, Inc., ("Putnam
Management"), as having the greatest potential for 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.

MIXED FUNDING - Shares of the Funds are sold to our other separate accounts and
our insurance company affiliates or other unaffiliated insurance companies to
serve as the underlying investment for both variable annuity contracts and
variable life insurance contracts, a practice known as "mixed funding." As a
result, there is a possibility that a material conflict may arise between the
interests of Contract Owners, and of owners of other contracts whose contract
values are allocated to one or more of these other separate accounts investing
in any one of the Funds. In the event of any such material conflicts, we will
consider what action may be appropriate, including removing the Fund from the
Separate Account or replacing the Fund with another Fund. There are certain
risks associated with mixed funding, as disclosed in the Funds' prospectus.

VOTING RIGHTS - We are the legal owners of all Fund shares held in the Separate
Account and we have the right to vote at the Fund's shareholder meetings. To
the extent required by federal securities laws or regulations, we will:

- - Notify you of any Fund shareholders' meeting if the shares held for your
Contract may be voted.
- - Send proxy materials and a form of instructions that you can use tell us
how to vote the Fund shares held for your Contract.
- - Arrange for the handling and tallying of proxies received from Contract
Owners.
- - Vote all Fund shares attributable to your Contract according to
instructions received from you, and
- - Vote all Fund shares for which no voting instructions are received in the
same proportion as shares for which instructions have been received.

If any federal securities laws or regulations, or their present interpretation,
change to permit us to vote Fund shares on our own, we may decide to do so. You
may attend any Shareholder Meeting at which shares held for your Contract may be
voted. After we begin to make payments to you, the number of votes you have
will decrease.

<PAGE>

SUBSTITUTIONS, ADDITIONS, OR DELETIONS OF FUNDS - We reserve the right, subject
to any applicable law, to make certain changes to the Funds offered under Your
Contract. We may, in our sole discretion, establish new Funds. New Funds will
be will be made available to existing Contract Owners as we determined
appropriate. We may also close one or more Funds to additional Payments or
transfers from existing Sub-Accounts.

We reserve the right to eliminate the shares of any of the Funds for any reason
and to substitute shares of another registered investment company for the shares
of any Fund already purchased or to be purchased in the future by the Separate
Account. To the extent required by the 1940 Act, substitutions of shares
attributable to your interest in a Fund will not be made until we have the
approval of the Commission and we have notified you of the change.

In the event of any substitution or change, We may, by appropriate endorsement,
make such changes in the Contract as may be necessary or appropriate to reflect
such substitution or change. If we decide that it is in the best interest
Contracts Owners, the Separate Account may be operated as a management company
under the 1940 Act or any other form permitted by law, may be de-registered
under the 1940 Act in the event such registration is no longer required, or may
be combined with one or more other separate accounts.

PERFORMANCE RELATED INFORMATION

The Separate Account may advertise certain performance-related information
concerning the 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.

When a Sub-Account advertises its STANDARDIZED 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.

In addition to the standardized total return, the Sub-Account may advertise a
NON-STANDARDIZED TOTAL RETURN. This figure will usually be calculated for one
year, five years, and ten years or other periods. Non-standardized total return
is measured in the same manner as the standardized total return described above,
except that the Annual Maintenance Fee is not deducted. Therefore,
non-standardized total return for a Sub-Account is higher than standardized
total return for a Sub-Account.

The Separate Account may also advertise NON-STANDARD TOTAL RETURNS THAT PRE-DATE
THE INCEPTION DATE OF THE SEPARATE ACCOUNT. These non-standardized total
returns are calculated by assuming that the Sub-Accounts have been in existence
for the same periods as the underlying Funds and by taking deductions for
charges equal to those currently assessed against the Sub-Accounts. These
non-standardized returns must be accompanied by standardized total returns.

If applicable, the 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, 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 Annual Maintenance Fee.

<PAGE>

The 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
and effective yield reflect the recurring charges at the Separate Account level
including the Annual Maintenance Fee.

The Separate Account may also disclose yield for periods prior to the date the
Separate Account commenced operations. For periods prior to the date the
Separate Account commenced operations, performance information for the
Sub-Accounts will be calculated based on the performance of the underlying Funds
and the assumption that the Sub-Accounts were in existence for the same periods
as those of the underlying Funds, with a level of charges equal to those
currently assessed against the Sub-Accounts.

We 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-deferred
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.

THE FIXED ACCOUNTS

IMPORTANT INFORMATION YOU SHOULD KNOW: THIS PORTION OF THE CONTRACT RELATING TO
THE FIXED ACCOUNTS IS NOT REGISTERED UNDER THE SECURITIES ACT OF 1933 ("1933
ACT") AND THE FIXED ACCOUNTS ARE NOT REGISTERED AS INVESTMENT COMPANIES UNDER
THE INVESTMENT COMPANY ACT OF 1940 ("1940 ACT"). NONE OF THE FIXED ACCOUNTS OR
ANY OF THEIR INTERESTS ARE SUBJECT TO THE PROVISIONS OR RESTRICTIONS OF THE 1933
ACT OR THE 1940 ACT, AND THE STAFF OF THE SECURITIES AND EXCHANGE COMMISSION HAS
NOT REVIEWED THE DISCLOSURE REGARDING THE FIXED ACCOUNTS. THE FOLLOWING
DISCLOSURE ABOUT THE FIXED ACCOUNTS MAY BE SUBJECT TO CERTAIN GENERALLY
APPLICABLE PROVISIONS OF THE FEDERAL SECURITIES LAWS REGARDING THE ACCURACY AND
COMPLETENESS OF DISCLOSURE.

Payments and Contract Values allocated to a fixed account become a part of our
general assets. We invest the assets of the General Account in accordance with
applicable law governing the investments of insurance company General Accounts.
We have more than one fixed account. The standard fixed account (the "Fixed
Account") and then a number of DCA Program Fixed Accounts, which we collectively
refer to as the "Fixed Accounts".

Currently, we guarantee that we will credit interest at a rate of not less than
3% per year, compounded annually, to amounts you allocate to the Fixed Account.
We reserve the right to change the rate subject only to applicable state
insurance law. We may credit interest at a rate in excess of 3% per

<PAGE>

year. We will periodically publish the Fixed Account interest rates
currently in effect. There is no specific formula for the determination of
interest rates. Some of the factors that we may consider in determining
whether to credit excess interest; are general economic trends, rates of
return currently available and anticipated on our investments, regulatory and
tax requirements and competitive factors. We will account for any deductions,
surrenders or transfers from the Fixed Account on a "first-in", "first-out"
basis". For contracts issued in the state of New York, Fixed Account
interest rates may vary from other states.

IMPORTANT: ANY INTEREST CREDITED TO AMOUNTS YOU ALLOCATE TO THE FIXED ACCOUNT
IN EXCESS OF 3% PER YEAR WILL BE DETERMINED AT OUR SOLE DISCRETION. YOU ASSUME
THE RISK THAT INTEREST CREDITED TO FIXED ACCOUNT MAY NOT EXCEED THE MINIMUM
GUARANTEE OF 3% FOR ANY GIVEN YEAR.

From time to time, we may credit increased interest rates to Contract Owners
under certain programs established at our sole discretion.

DOLLAR COST AVERAGING PLUS PROGRAMS: These programs will use designated DCA
Program Fixed Accounts. Currently, Contract Owners may enroll in a special
pre-authorized transfer program known as our Dollar Cost Averaging Plus
Program (the "Program"). Under this Program, Contract Owners who enroll may
allocate a minimum of $5,000 of their Payment into the appropriate DCA
Program Fixed Account (we may allow a lower minimum Payment for qualified
plan transfers or rollovers, including IRAs) and pre-authorize transfers to
any of the Sub-Accounts under either the 6 Month Transfer Program or 12 Month
Transfer Program. The 6-Month Transfer Program and the 12-Month Transfer
Program will generally have different credited interest rates. Under the 6
Month Transfer Program, the interest rate can accrue up to 6 months and all
Payments and accrued interest must be transferred from the DCA Program Fixed
Account in use to the selected Sub-Accounts in 3 to 6 months. Under the
12-Month Transfer Program, the interest rate can accrue up to 12 months and
all Payments and accrued interest must be transferred to the selected
Sub-Accounts in 7 to 12 months. This will be accomplished by monthly
transfers for the period selected and a final transfer of the entire amount
remaining in the Program. Contract Owners who purchase their contracts in New
York have a different DCA Bonus Program. Currently, only one DCA Bonus
Program transfer period is available in New York, but that period allows
transfers to selected Sub-Accounts in 3 to 12 months.

The pre-authorized transfers will begin within 15 days after we receive the
initial Program Payment and complete enrollment instructions. If We do not
receive complete Program enrollment instructions within 15 days of receipt of
the initial Program Payment, the Program will be voided and the entire balance
in the Program will be transferred to the Accounts designated by you. If you do
not designate an Account, we will transfer any remaining amounts to the Fixed
Account and you will receive the Fixed Account's current effective interest
rate. Any subsequent Payments we receive within the Program period selected
will be allocated to the Sub-Accounts over the remainder of that Program
transfer period, unless otherwise directed by You.

You may only have one dollar cost averaging program in place at one time, this
means one standard dollar cost averaging plan or one Dollar Cost Averaging Plus
Program.

You may elect to terminate the pre-authorized transfers by calling or writing us
of your intent to cancel enrollment in the Program. Upon cancellation of
enrollment in the Program, You will no longer receive the increased interest
rate and unless we receive instructions to the contrary, the amounts remaining
in the DCA Program Fixed Account may be transferred to the Fixed Account and
accrue the interest rate currently in effect.

We reserve the right to discontinue, modify or amend the Program or any other
interest rate program established by Hartford. Any change to the Program will
not affect Contract Owners currently enrolled in the Program. This Program may
not be available in all states; please contact us to determine if it is
available in your state.

<PAGE>

THE CONTRACT

THE CONTRACT OFFERED - The Contracts are individual or group tax-deferred
variable annuity contracts. They are designed for retirement planning purposes
and may be purchased by any individual, group or trust, including; (a) any
trustee or custodian for a retirement plan qualified under Sections 401(a) or
403(a) of the Internal Revenue Code; (b) annuity purchase plans adopted by
public school systems and certain tax-exempt organizations according to Section
403(b) of the Code; (c) Individual Retirement Annuities adopted according to
Section 408 of the Code; (d) 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 (e) certain eligible
deferred compensation plans as defined in Section 457 of the Code ("Qualified
Contracts").

PURCHASING A CONTRACT - A prospective Contract Owner may purchase a Contract by
completing and submitting an application or an order request along with an
initial premium payment to the Administrative Office of the Company. THE
MAXIMUM AGE FOR ANNUITANTS ON THE CONTRACT ISSUE DATE IS 85. Generally, the
minimum Premium Payment is $1,000. The minimum subsequent premium payment is
$500. Certain plans may be allowed to make smaller periodic premium payments.
Unless we give our prior approval, we will not accept a Premium Payment in
excess of $1,000,000. Each Net Premium Payment, which is your premium payment
after the deduction of the Sales Charge and/or Premium Taxes, may be split among
the various Sub-Accounts subject to minimum amounts then in effect. We will
send You a confirmation notice upon receipt and acceptance of Your Premium
Payment.

RIGHT TO EXAMINE THE CONTRACT - If you are NOT SATISFIED WITH YOUR PURCHASE,
you may cancel the Contract by returning it within 10 days (or longer in some
states) after you receive it. You must send a WRITTEN REQUEST for
cancellation along with the Contract. We will, without deduction for any
charges normally assessed thereunder, pay you an amount equal to the Contract
Value plus any applicable Sales Charge or applicable Premium Tax on the date
we receive your request for cancellation. YOU BEAR THE INVESTMENT RISK
DURING THE PERIOD PRIOR TO OUR RECEIPT OF YOUR REQUEST FOR CANCELLATION. We
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.

CREDITING AND VALUATION - Your Net Premium Payment, which is the balance
remaining after the deduction of any applicable Sales Charge and/or Premium Tax,
is credited to your Contract within two business days of receipt by us at our
Administrative Office of a properly completed application or an order to
purchase a Contract and the premium payment. The Payment will be credited to the
Sub-Account(s) and/or the Fixed Accounts according to the instructions we
receive from you.

If your application or other information is incomplete when received, your
Payment will be credited to the Sub-Account(s) or the Fixed Accounts within five
business days of receipt of complete information. If the Payment is not credited
within five business days, it will be immediately returned to you unless you
have been informed of the delay and tell us not to return it.

<PAGE>

Subsequent Payments are priced on the Valuation Day we receive it in our
Administrative Office, provided we receive it before the New York Stock Exchange
closes. Unless otherwise specified, We will allocate any subsequent Payments to
Sub-Accounts or Fixed Accounts according to your most recent instructions.

CONTRACT VALUE - BEFORE THE ANNUITY COMMENCEMENT DATE

Your Contract Value reflects interest rate credited any amounts allocated to the
Fixed Accounts and the investment performance of the Sub-Accounts where you have
Payments allocated.

SUB-ACCOUNT VALUES - Your Sub-Account Values on the date we issue your Contract
is the amount of your Net Premium Payment allocated to any Sub-Account. After
that, we determine your Sub-Account value by determining the Accumulation Unit
value for each Sub-Account, and then multiplying that value by the number of
those units. Sub-Account Value reflects any variation of the interest income,
dividends, net capital gains or losses, realized or unrealized, and any amounts
transferred into or out of that Sub-Account.

ACCUMULATION UNITS - The number of Accumulation Units credited to a
Sub-Account you have is determined by dividing the dollar amount you
allocated to that Sub-Account by the value of one Accumulation Unit for that
Sub-Account. A Payment or portion of a Payment allocated to or Contract
Values transferred to a Sub-Account increase the number of Accumulation Units
of that Sub-Account credited to the Contract. And, Surrenders, transfers out
of a Sub-Account, the death of the Contract Owner or the Annuitant before the
Annuity Commencement Date, and the application of Contract Value less Premium
Tax to an Annuity payment option on the Annuity Calculation Date all result
in a decrease in the number of Accumulation Units of one or more
Sub-Accounts. Accumulation Units are valued as of the end of the Valuation
Period.

ACCUMULATION UNIT VALUE - The Accumulation Unit value for each Sub-Account was
arbitrarily set initially at $1 when the Sub-Account began operations. After
that, the Accumulation Unit value for each Sub-Account will equal (a) the
Accumulation Unit value at the end of the preceding Valuation Day multiplied by
(b) the Net Investment Factor (see the definition below) for the Valuation Day
for which the Accumulation Unit value is being calculated.

You will be advised, at least semiannually, of the number of Accumulation Units
credited to each Sub-Account, the current Accumulation Unit values, and the
total value of your Contract.

THE NET INVESTMENT FACTOR (BEFORE AND AFTER THE ANNUITY COMMENCEMENT DATE) -
The Net Investment Factor is an index applied to measure the investment
performance of a Sub-Account from one Valuation Period to the next. For each
Sub-Account, the Net Investment Factor reflects the investment performance of
the Fund in which that Sub-Account invests and the charges assessed against that
Sub-Account for a Valuation Period. The Net Investment Factor is calculated by
dividing (a) by (b) and subtracting (c) from the result, where:

(a) Is the Net Asset Value of the Fund held in that Sub-Account, determined at
the end of the current Valuation Period (plus the per share amount of any
dividends or capital gains distributions made by that Fund);

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(b) Is the Net Asset Value of the Fund held in the Sub-Account, determined at
the beginning of the Valuation Period;

(c) Is a daily factor representing the mortality and expense risk charge and
any applicable administration charge deducted from the Sub-Account, adjusted for
the number of days in the Valuation Period.

CONTRACT VALUE TRANSFERS BEFORE AND AFTER THE ANNUITY COMMENCEMENT DATE

You may transfer the your Contract Values from one or more Accounts to another
Account free of charge. WE RESERVE THE RIGHT TO LIMIT THE NUMBER OF TRANSFERS TO
12 PER CONTRACT YEAR, WITH NO 2 TRANSFERS OCCURRING ON CONSECUTIVE VALUATION
DAYS. Transfers by telephone may be made by You or by your attorney-in-fact
pursuant to a power of attorney by calling us at (800) 862-6668 or by the agent
of record by calling (800) 862-7155. Telephone transfers may not be permitted
by some states. There may be limitations on transfers to and from the Fixed
Accounts that are described in your Contract. Some states may allow us to limit
the dollar amount transfered.

We, or our agents and affiliates will not be responsible for losses resulting
from acting upon telephone requests reasonably believed to be genuine. We
will employ reasonable procedures to confirm that instructions communicated
by telephone are genuine. The procedure we follow for transactions initiated
by telephone include requirements that callers provide certain information
for identification purposes. All transfer instructions by telephone are
tape-recorded.

We may permit You to preauthorize transfers among Accounts and between
Sub-Accounts under certain circumstances. Transfers between the Accounts may
be made both before and after the Annuity Commencement Date. Generally, the
minimum allocation to any Sub-Account may not be less than $500. All
percentage (%) allocations must be in whole numbers (e.g., 1%). No minimum
balance is presently required in any Sub-Account.

IT IS YOUR RESPONSIBILITY TO VERIFY THE ACCURACY OF ALL CONFIRMATIONS OF
TRANSFERS AND TO PROMPTLY ADVISE US IN OUR ADMINISTRATIVE OFFICES OF ANY
INACCURACIES WITHIN 30 DAYS OF THE DATE YOU RECEIVE YOUR CONFIRMATION.

The right to reallocate Contract Values is subject to modification if we
determine, in our sole opinion, 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
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 by
You at any one time. SUCH RESTRICTIONS MAY BE APPLIED IN ANY MANNER REASONABLY
DESIGNED TO PREVENT ANY USE OF THE TRANSFER RIGHT WHICH WE CONSIDER TO BE TO THE
DISADVANTAGE OF OTHER CONTRACT OWNERS.

For Contracts issued in THE STATE OF NEW YORK, FLORIDA, MARYLAND OR OREGON, the
reservation of rights set forth in the preceding paragraph is limited to: (i)
requiring up to a maximum of 10 Valuation Days between each transfer; (ii)
limiting the amount to be transferred on any one Valuation Day to no more than
$2 million; and (iii) upon 30 days prior written notice, to only accepting
transfer instructions from You and not from Your representative, agent or person
acting under a power of attorney for You.

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Currently, and with respect to Contracts issued in all states, the only
restriction in effect is that we will not accept instructions from agents acting
under a power of attorney of multiple Contract Owners whose accounts aggregate
more than $2 million, unless the agent has entered into a third party transfer
services agreement with us.

SURRENDERS

Contract Owners should consult their tax adviser regarding the tax consequences
of a Surrender.

- - A Surrender made before age 59 1/2 may result in adverse tax consequences,
including the imposition of a penalty tax of 10% of the taxable portion of
the Surrender value. (See "Federal Tax Considerations").

FULL SURRENDERS PRIOR TO THE ANNUITY COMMENCEMENT DATE - At any time prior to
the Annuity Commencement Date, You have the right to fully Surrender the
Contract. In such event, the Surrender value of the Contract may be taken in
the form of a lump sum cash settlement.

The Surrender value of the Contract is equal to the Contract Value less any
Premium Taxes, and the Annual Maintenance Fee, if applicable. The Surrender
value may be more or less than the amount of the Payments made to a Contract.

PARTIAL SURRENDERS PRIOR TO THE ANNUITY COMMENCEMENT DATE - You may make a
partial surrender of your Contract Value at any time prior to the Annuity
Commencement Date so long as the amount Surrendered is at least equal to our
minimum amount rules then in effect. Additionally, if the remaining Contract
Value following a Surrender is less than $500, we may terminate the Contract and
pay the Surrender value. For Contracts issued in TEXAS, the Contract will not
be terminated when the remaining Contract Value after a surrender is less than
$500 unless there were no Payments made during the previous 2 Contract Years.

WHEN REQUESTING A PARTIAL SURRENDER, YOU SHOULD SPECIFY THE ACCOUNT(S) FROM
WHICH THE PARTIAL SURRENDER WILL BE TAKEN; OTHERWISE, THE SURRENDER WILL BE
EFFECTED ON A PRO RATA BASIS ACCORDING TO THE VALUE IN EACH SUB-ACCOUNT.

We may permit You to preauthorize partial surrenders subject to certain
limitations then in effect. You may request a partial surrender by telephone
provided certain requirements are met. We permit partial surrenders by
telephone subject to dollar amount limitations in effect at the time You request
the surrender. TO REQUEST PARTIAL SURRENDERS BY TELEPHONE, YOU MUST HAVE
COMPLETED AND RETURNED TO US A TELEPHONE REDEMPTION PROGRAM ENROLLMENT FORM
AUTHORIZING TELEPHONE SURRENDERS. If there are joint Contract Owners, both must
authorize us to accept telephone instructions and agree that We may accept
telephone instructions for partial surrenders from either Contract Owner.
Partial surrender requests will not be honored until we receive all required
documents in proper form.

Telephone authorization will remain valid until (a) we receive written notice of
revocation by You, or, in the case of joint Contract Owners, written notice from
either Contract Owner; (b) we discontinue

<PAGE>

the privilege; or (c) we have reason to believe that You have entered into a
market timing agreement with an investment adviser and/or broker/dealer.

We may record any telephone calls to verify data concerning transactions and may
adopt other procedures to confirm that telephone instructions are genuine. We
will not be liable for losses or expenses arising out of telephone instructions
reasonably believed to be genuine.

In order to obtain that day's unit values on surrender, We must receive
telephone surrender instructions prior to the close of trading on the New York
Stock Exchange (generally 4:00 p.m.).

WE MAY MODIFY, SUSPEND, OR TERMINATE TELEPHONE TRANSACTION PRIVILEGES AT ANY
TIME.

SURRENDERS AFTER THE ANNUITY COMMENCEMENT DATE - You may fully Surrender your
Contract on or after the Annuity Commencement Date if you elect the Payment For
a Period Certain Settlement Option. We pay you the Commuted Value that is equal
to the value of the remaining payments we are scheduled to make. The Commuted
Value is determined as of the date we receive your written request for Surrender
at our Administrative Office.

NO PARTIAL SURRENDERS ARE PERMITTED AFTER THE ANNUITY COMMENCEMENT DATE.

PAYMENT OF SURRENDER AMOUNTS - Payment of any request for a full or partial
surrender from the Sub-Accounts will be made as soon as possible and in any
event no later than seven days after we receive the request at our
Administrative Office.

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

IMPORTANT TAX INFORMATION: 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) SEPARATED FROM SERVICE, C) DIED, D) BECOME
DISABLED OR E) EXPERIENCED FINANCIAL HARDSHIP (CASH VALUE INCREASES MAY NOT
BE DISTRIBUTED FOR HARDSHIPS PRIOR TO AGE 59 1/2). DISTRIBUTIONS PRIOR TO AGE
59 1/2 DUE TO FINANCIAL HARDSHIP OR SEPARATION FROM SERVICE MAY STILL BE
SUBJECT TO A PENALTY TAX OF 10%.

WE WILL NOT ASSUME ANY RESPONSIBILITY FOR 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 CONTRACT
VALUES. ANY FULL OR PARTIAL SURRENDER DESCRIBED ABOVE MAY AFFECT THE
CONTINUING TAX-QUALIFIED STATUS OF SOME CONTRACTS OR PLANS AND MAY RESULT IN
ADVERSE TAX CONSEQUENCES TO THE CONTRACT OWNER. THE CONTRACT OWNER,
THEREFORE, SHOULD CONSULT WITH A TAX ADVISER BEFORE UNDERTAKING ANY SUCH
SURRENDER. (SEE "FEDERAL TAX CONSIDERATIONS").

<PAGE>
21

CONTRACT CHARGES

SALES CHARGES - The purpose of the Sales Charge is to cover expenses relating
to the sale and distribution of the Contracts, including commissions paid to
distributing organizations and their sales personnel, the cost of preparing
sales literature and other promotional activities. If the Sales Charge is not
sufficient to cover sales and distribution expenses, We pay them from our
general assets, including surplus. Surplus might include profits resulting
from unused mortality and expense risk charges.

You pay a Sales Charge when you purchase your annuity and when you make
additional premium payments to your annuity. The amount of the Sales Charge
depends on the size of your premium payment. The bigger your premium
payment, the less your Sales Charge is:

PREMIUM PAYMENT SALES CHARGE
--------------- -------------
Up to $ 49,999.99 6.0%
$50,000 to $ 99,999.99 5.5%
$100,000 to $ 249,999.99 5.0%
$250,000 to $ 499,999.99 4.0%
$500,000 to $ 999,999.99 3.0%
$1,000,000 to $2,499,999.99 2.0%
$2,500,000 and over 1.0%

If you have other annuities with us, under a program called "Rights of
Accumulation", we might include those assets when determining your sales
charge for this annuity. Ask your financial consultant or call us to see if
your other annuities qualify.

You might be able to lower the Sales Charge you pay when you purchase your
annuity by signing a LETTER OF INTENT. This is a contract between us where
you decide how much you want to invest in the 13 months from the date you
purchase this annuity. On the date you purchase your annuity, we deduct the
sales charge based on the total amount you plan on investing over the
following 13 months. This usually results in a lower sales charge than if you
made one initial investment and several premium payments later on. Think
about the planned premium payments for your Letter of Intent carefully. If
you don't make all the premium payments you plan on making, we will
recalculate the sales charge for the amounts we received in the 13 month
period. If it turns out you owe us additional money, will deduct this amount
proportionally from your Accounts.

MORTALITY AND EXPENSE RISK CHARGE - For assuming risks under the Contract, We
deduct a daily charge at the rate of 0.80% per annum against all Contract
Values held in the Sub-Accounts during the life of the Contract. 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) our actual mortality
experience among Annuitants before or after the Annuity Commencement Date or
(b) our actual expenses, if greater than the deductions provided for in the
Contracts because of the expense and mortality undertakings by us.

There are two types of mortality risks: those made during the accumulation or
deferral phase and those made during the annuity payout phase. The mortality
risk we take in the accumulation phase is that we may experience a loss
resulting from the assumption of the mortality risk relative to the death
benefit in event of the death of an Annuitant or Contract Owner before
commencement of Annuity payments, in

<PAGE>

periods of declining value. The mortality risk we take during the annuity
payout phase 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. We
also assume the liability for payment of a minimum death benefit under the
Contract. These mortality undertakings are based on our determination of
expected mortality rates among all Annuitants. If actual experience among
Annuitants during the Annuity payment period deviates from our actuarial
determination of expected mortality rates among Annuitants because, as a
group, their longevity is longer than anticipated, we must provide amounts
from our general funds to fulfill our contractual obligations. We will bear
the loss in such a situation.

During the accumulation phase, we also provide an expense undertaking.
Hartford assumes the risk that the Annual Maintenance Fee for maintaining the
Contracts prior to the Annuity Commencement Date may be insufficient to cover
the actual cost of providing such items.

Annual Maintenance Fee - Each year, on each Contract Anniversary on or before
the Annuity Commencement Date, we will deduct an Annual Maintenance Fee, if
applicable, from Contract Values to reimburse us for expenses relating to the
maintenance of the Contract, the Fixed Accounts, and the Sub-Accounts. If
during a Contract Year the Contract is surrendered for its full value, we
will deduct the Annual Maintenance Fee at the time of such surrender. The fee
is a flat fee that will be due in the full amount regardless of the time of
the Contract Year that Contract Values are surrendered. The Annual
Maintenance Fee is $30.00 per Contract Year for Contracts with less than
$50,000 Contract Value on the Contract Anniversary. Fees will be deducted on
a pro rata basis according to the value in each Sub-Account and the Fixed
Accounts under a Contract.

WAIVERS OF THE ANNUAL MAINTENANCE FEE - Annual Maintenance Fees are waived
for Contracts with Contract Value equal to or greater than $50,000. In
addition, we will waive one Annual Maintenance Fee for Contract Owners who
own one or more Contracts with a combined Contract Value of $50,000 up to
$100,000. If You have multiple contracts with a combined Contract Value of
$100,000 or greater, we will waive the Annual Maintenance Fee on all
Contracts. However, we reserve the right to limit the number of Annual
Maintenance Fee waivers to a total of six Contracts. We reserve the right to
waive the Annual Maintenance Fee under other conditions.

PREMIUM TAXES - Charges are also deducted for Premium Tax, if applicable,
imposed by 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. We will pay Premium Taxes at the time imposed under applicable
law. At our sole discretion, we may deduct Premium Taxes at the time we pay
such taxes to the applicable taxing authorities, at the time the Contract is
surrendered, at the time a death benefit is paid, or at the time the Contract
annuitizes.

EXCEPTIONS TO CHARGES UNDER THE CONTRACT - We may offer, at our discretion,
reduced fees and charges including, but not limited to, Sales Charges, the
mortality and expense risk charge and the Annual Maintenance Fee for certain
sales (including employer sponsored savings plans) 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.

<PAGE>

DEATH BENEFITS

DEATH BEFORE THE ANNUITY COMMENCEMENT DATE

DETERMINATION OF THE BENEFICIARY - If the Contract Owner or the Annuitant
dies before the Annuity Commencement Date, we will pay a Death Benefit to the
Beneficiary.

- - IF THE CONTRACT OWNER DIES before the Annuity Commencement Date, any
surviving joint Contract Owner becomes the Beneficiary. If there is no
surviving joint Contract Owner, the designated Beneficiary will be the
Beneficiary. If the Contract Owner's spouse is the sole Beneficiary and
the Annuitant is living, the spouse may elect, in lieu of receiving the
Contract Value, to be treated as the Contract Owner. If no Beneficiary
designation is in effect or if the Beneficiary has predeceased the Contract
Owner, the Contract Owner's estate will be the Beneficiary.

- - IF THE ANNUITANT DIES before the Annuity Commencement Date, the Contingent
Annuitant will become the Annuitant. If either (a) there is no Contingent
Annuitant, (b) the Contingent Annuitant predeceases the Annuitant, or (c)
if any sole Contract Owner dies before the Annuity Commencement Date, the
Beneficiary, as determined under the Contract control provisions, will
receive the Death Benefit. However, if the Annuitant dies prior to the
Annuity Commencement Date and the Contract Owner is living, the Contract
Owner shall be the Beneficiary. In that case, the rights of any designated
Beneficiary shall be void.

DETERMINATION OF THE DEATH BENEFIT- If the deceased HAD NOT REACHED HIS OR HER
81ST BIRTHDAY, the Death Benefit is the greatest of:
(a) The Contract Value, or
(b) 100% of the total Payments made to such Contract, reduced by any
prior Surrenders, or
(c) The Maximum Anniversary Value immediately preceding the date
of death.

The MAXIMUM ANNIVERSARY VALUE is equal to the greatest Contract Anniversary
value determined from the following: we will calculate a Contract Anniversary
value for each Contract Anniversary prior to the deceased reaching his or her
81st birthday. The Contract Anniversary value is equal to the Contract Value
on a Contract Anniversary, increased by the dollar amount of any Net Premium
Payments made since that anniversary and reduced by the dollar amount of any
partial surrenders since that anniversary.

IF THE DECEASED REACHED HIS OR HER 81ST BIRTHDAY, then the Death Benefit is the
greatest of:
(a) The Contract Value, or
(b) 100% of the total Payments made to such Contract, reduced by any prior
surrenders, or
(c) The Maximum Anniversary Value prior to the deceased's 81st birthday,
reduced by any prior surrenders and increased by Net Premium Payments.

CALCULATION OF THE DEATH BENEFIT - If the Contract Owner or Annuitant dies
before the Annuity Commencement Date and a Death Benefit is payable to the
Beneficiary, the Death Benefit will be calculated as of the date we receive
written notification of Due Proof of Death. THE DEATH BENEFIT REMAINS
INVESTED IN THE SEPARATE ACCOUNT ACCORDING TO YOUR LAST INSTRUCTIONS UNTIL
THE PROCEEDS ARE PAID OR WE RECEIVE NEW SETTLEMENT INSTRUCTIONS FROM THE
BENEFICIARY. DURING THE TIME PERIOD BETWEEN OUR RECEIPT OF WRITTEN
NOTIFICATION OF DUE PROOF OF DEATH AND OUR RECEIPT OF

<PAGE>

THE COMPLETE SETTLEMENT INSTRUCTIONS, THE CALCULATED DEATH BENEFIT WILL BE
SUBJECT TO MARKET FLUCTUATIONS. UPON RECEIPT OF COMPLETE SETTLEMENT
INSTRUCTIONS, WE WILL CALCULATE THE PAYABLE AMOUNT.

Any Annuity payments made or after the date of death, but before receipt of
written notification of Due Proof of Death will be recovered by us from the
Payee.

DEATH ON OR AFTER THE ANNUITY COMMENCEMENT DATE

If, on or after the Annuity Commencement Date, the Contract Owner dies and
the Annuitant is living, the Beneficiary becomes the Contract Owner. If the
Annuitant dies and the Contract Owner is living, the Contract Owner becomes
the Beneficiary.

If the Annuitant dies on or after the Annuity Commencement Date, we will make
the payments described below to the Beneficiary under the following Annuity
payment options:
- - Life Annuity with Cash Refund
- - Life Annuity with Payments for a Period Certain
- - Joint and Last Survivor Annuity
- - Joint and Last Survivor Life Annuity with Payments for a Period Certain and
- - Life Annuity with Payments for a Period Certain.

SETTLEMENT PROVISIONS

You select an Annuity Commencement Date which will not be deferred beyond the
Valuation Day immediately following the later of the Annuitant's 90th
birthday or the end of the tenth Contract Year. You may elect a later Annuity
Commencement Date if we allow and subject to the laws and regulations then in
effect. If the Contract is sold as part of a Charitable Remainder Trust, the
Annuity Commencement Date may be deferred to the Annuitant's 100th birthday.
The Annuity Commencement Date may be changed from time to time, but ANY
CHANGE MUST BE WITHIN 30 DAYS PRIOR TO THE DATE ON WHICH ANNUITY PAYMENTS ARE
SCHEDULED TO BEGIN.

You also elect in writing an annuity payment option, which may be any of the
options described below or any annuity payment option then being offered by
us. The annuity payment option may not be changed on or after the Annuity
Commencement Date.

The Contract contains the six annuity payment options described below and the
Annuity Proceeds Settlement Option. Annuity payment options Life Annuity
with Payments for a Period Certain, Joint and Last Survivor Life Annuity with
Payments for a Period Certain and Payments for a Period Certain are each
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. The Annuity Proceeds Settlement Option is available to Qualified
Contracts only if the guaranteed payment period is less than the life
expectancy of the Beneficiary at the time the option becomes effective. Such
life expectancies are computed on the basis of the mortality table prescribed
by the IRS, or if none is prescribed, the mortality table then in use by us.

With respect to Non-Qualified Contracts, if you do not elect otherwise, fixed
dollar amount annuity payments will automatically begin on the Annuity
Commencement Date under the annuity payment

<PAGE>

option Life Annuity with Payments for a Period Certain with a 10 year Period
Certain. For Qualified Contracts and Contracts issued in Texas, if you do
not elect otherwise, fixed dollar amount annuity payments will begin
automatically on the Annuity Commencement Date, under the Life Annuity
payment option.

With the exception of the option Payments for a Period Certain, if the
variable dollar amount payment is selected, no surrenders are permitted after
annuity payments begin.

ANNUITY PAYMENT OPTIONS

OPTION 1 - LIFE ANNUITY where we make Annuity payments for as long as the
Annuitant lives.

- - Payments under this option STOP UPON THE DEATH OF THE ANNUITANT, even if
the Annuitant dies after one payment.

OPTION 2 - LIFE ANNUITY WITH CASH REFUND where we make payments during the
life of the Annuitant and when the Annuitant dies, we pay the remaining value
to the Beneficiary. The remaining value is calculated by subtracting the
annuity payments already made and any applicable Premium Taxes from the
Contract Value at the time we receive Due Proof of Death.

- - This option is only available if you select payments using a VARIABLE
DOLLAR AMOUNT PAYMENT OPTION WITH THE 5% AIR OR FIXED DOLLAR AMOUNT ANNUITY
PAYMENTS.

OPTION 3 - LIFE ANNUITY WITH PAYMENTS FOR A PERIOD CERTAIN where we make
payments to you for the life of the Annuitant but you are at least guaranteed
payments for a time period you select which is a minimum of 5 years and a
maximum of 100 years minus your Annuitant's age. If the Annuitant dies before
the end of the period selected, we will continue to make payments until the
end of the period selected.

OPTION 4 - JOINT AND LAST SURVIVOR ANNUITY where we make payments during the
lifetime of the Annuitant and another designated individual called the Joint
Annuitant and then throughout the remaining lifetime of the survivor.

OPTION 5 - JOINT AND LAST SURVIVOR LIFE ANNUITY WITH PAYMENTS FOR A PERIOD
CERTAIN where we make payments during the lifetime of you and a Joint
Annuitant, and we guarantee that those payments for a time period you select
which is not less than 5 years and no more than 100 years minus your
Annuitant's age. If both you and your Joint Annuitant die before the time we
guarantee to make payments is up, we will pay the remaining value to your
Beneficiary.

- - Upon the death of the Annuitant and Joint Annuitant we will give your
Beneficiary the present value of the remaining payments.

OPTION 6 - PAYMENTS FOR A PERIOD CERTAIN where we agree to make payments for
a specified time between 5 and 30 years. If the Annuitant dies before the
end of the specified time, we pay the Beneficiary the present value of the
annuity in one lump sum or continue making the remaining payments to the
Beneficiary.

- - If you select this option and select to have your payments made through a
variable annuity option,YOU MAY SURRENDER YOUR ANNUITY after payments have
started and we will give you the ANNUITY PROCEEDS SETTLEMENT OPTION.

<PAGE>

OPTION 7 - THE ANNUITY PROCEEDS SETTLEMENT OPTION. Proceeds from the Death
Benefit may be left with us for at least 5 years from the date of the
Contract Owner's death if the death occurs 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 Surrenders may be made at any time. In the event of a
complete Surrender, the remaining value will equal the Contract Value of the
proceeds left with us, minus any partial Surrenders. This option may not be
available under certain Contracts issued in connection with Qualified Plans.

WE MAY OFFER OTHER ANNUITY PAYMENT OPTIONS FROM TIME TO TIME.

ANNUITY PAYMENTS

When your decide to begin to take payments, we calculate your Contract Value
minus any Premium Tax which we must pay and, unless you instruct us
otherwise, we apply that amount to a variable annuity with the same
Sub-Account values. You may however, choose to have your Contract Value
applied to a fixed annuity instead.

IMPORTANT: YOU SHOULD CONSIDER THE QUESTION OF ALLOCATION OF CONTRACT VALUES
(LESS APPLICABLE PREMIUM TAXES) AMONG SUB-ACCOUNTS AND THE FIXED ACCOUNTS TO
MAKE CERTAIN THAT ANNUITY PAYMENTS ARE BASED ON THE INVESTMENT ALTERNATIVE
BEST SUITED TO YOUR NEEDS FOR RETIREMENT.

ANNUITY PAYMENTS - The minimum Annuity payment is $50. No election may be
made which results in a first payment of less than $50. If at any time
Annuity payments are or become less than $50, we have the right to change the
frequency of payment to intervals so that payments will at least be $50. For
contract issued in the STATE OF NEW YORK Contracts, the minimum monthly
Annuity payment is $20. If any amount due is less than the minimum amount
per year, we make such other settlement as may be equitable to the Payee.

All Annuity payments under any option will occur the same day of the month as
the Annuity Commencement Date, based on the payment frequency selected by
You. Available payment frequencies include monthly, quarterly, semi-annual
and annual. The payment frequency may be changed within 30 days prior to the
anniversary of your Annuity Commencement Date.

ANNUITY COMMENCEMENT DATE - You select the Annuity Commencement Date in your
application or order request. The Annuity Calculation Date will be no more
than five Valuation Days before the Annuity Commencement Date.

ANNUITY CALCULATION DATE - On the Annuity Calculation Date, Your Contract
Value less any applicable Premium Tax is applied to purchase Annuity Units of
the Sub-Accounts selected by You. The first Annuity payment is computed
using the value of these Annuity Units as of the Annuity Calculation Date.

INCOME PAYMENT DATES - All Annuity payments after the first Annuity payment
are computed and payable as of the Income Payment Dates. These dates are the
same day of the month as the Annuity Commencement Date, based on the Annuity
payment frequency selected by You. They are

<PAGE>

also shown on the specification page of your Contract. You may choose from
monthly, quarterly, semi-annual and annual payments. The Annuity payment
frequency may not be changed once selected by You.

IN THE EVENT THAT YOU DO NOT SELECT A PAYMENT FREQUENCY, ANNUITY PAYMENTS WILL
BE MADE MONTHLY.

VARIABLE ANNUITY PAYMENTS

THE FIRST VARIABLE ANNUITY PAYMENT. Variable Annuity payments are periodic
payments we pay to your designated Payee, the amount of which varies from one
Income Payment Date to the next as a function of the net investment
performance of the Sub-Accounts selected by You. The dollar amount of the
first Variable Annuity payment depends on the Annuity payment option chosen,
the age of the Annuitant, the gender of the Annuitant (if applicable), the
amount of Contract Value applied to purchase the Annuity payments, and the
applicable annuity purchase rates based on the 1983a Individual Annuity
Mortality table using projection scale G projected to the year 2000 and an
AIR of not less than 3.0%.

The dollar amount of the first Variable Annuity payment attributable to each
Sub-Account is determined by dividing the dollar amount of the Contract Value
less applicable Premium Tax applied to that Sub-Account on the Annuity
Calculation Date by $1,000 and multiplying the result by the payment factor
in the Contract for the selected Annuity payment option. The dollar value of
the first Variable Annuity payment is the sum of the first Variable Annuity
payments attributable to each Sub-Account.

ANNUITY UNITS. The number of Annuity Units attributable to a Sub-Account is
derived by dividing the first Variable Annuity payment attributable to that
Sub-Account by the Annuity Unit value for that Sub-Account for the Valuation
Period ending on the Annuity Calculation Date or during which the Annuity
Calculation Date falls if the Valuation Period does not end on such date.
The number of Annuity Units attributable to each Sub-Account under a Contract
remains fixed unless there is a transfer of Annuity Units between
Sub-Accounts.

SUBSEQUENT VARIABLE ANNUITY PAYMENTS. The dollar amount of each subsequent
Variable Annuity payment attributable to each Sub-Account is calculated on
the Income Payment Date. It is determined by multiplying (a) by (b) and
adding (c), where:

(a) is the number of Annuity Units of each Sub-Account credited under the
Contract;

(b) is the Annuity Unit value (described below) for that Sub-Account; and

The total subsequent Variable Annuity payments equal the sum of the amounts
attributable to each Sub-Account.

When an Income Payment Date falls on a day that is not a Valuation Day, the
Income Payment is computed as of the prior Valuation Day. If the date of the
month elected does not occur in a given month, i.e., the 29th, 30th, or 31st
of a month, the payment will be computed as of the last Valuation Day of the
month.

<PAGE>

The Annuity Unit value of each Sub-Account for any Valuation Period is equal
to (a) multiplied by (b) multiplied by (c) where:

(a) is the Net Investment Factor for the Valuation Period for which the
Annuity Unit value is being calculated;

(b) is the Annuity Unit value for the preceding Valuation Period; and

The Annuity Unit Factor neutralizes the AIR percentage (3%, 5%, or 6%). The
daily Annuity Unit Factor corresponding to the AIR percentages of 3%, 5%, and
6% are 0.999919, 0.999866, and 0.999840, respectively.

THE ASSUMED INVESTMENT RETURN (AIR). The Annuity Unit value will increase or
decrease from one Income Payment Date to the next in direct proportion to the
net investment return of the Sub-Account or Sub-Accounts supporting the
Variable Annuity payments, less an adjustment to neutralize the selected AIR.
Dividing what would otherwise be the Annuity Unit value by the AIR factor is
necessary in order to adjust the change in the Annuity Unit value (resulting
from the Net Investment Factor) so that the Annuity Unit value only changes
to the extent that the Net Investment Factor represents a rate of return
greater than or less than the AIR selected by You. Without this adjustment,
the Net Investment Factor would decrease the Annuity Unit value to the extent
that such value represented an annualized rate of return of less than 0.0%
and increase the Annuity Unit value to the extent that such value represented
an annualized rate of return of greater than 0.0%.

The Contract permits Contract Owners to select one of three AIRs: 3%, 5% or
6%. A higher AIR will result in a higher initial payment, a more slowly
rising series of subsequent payments when actual investment performance
(minus any deductions and expenses) exceeds the AIR, and a more rapid drop in
subsequent payments when actual investment performance (minus any deductions
and expenses) is less than the AIR. The following examples may help clarify
the impact of selecting one AIR over another:

- - If You select a 3% AIR and if the net investment return of the Sub-Account
for an Annuity payment period is equal to the pro-rated portion of the 3%
AIR, the Variable Annuity payment attributable to that Sub-Account for that
period will equal the Annuity payment for the prior period. To the extent
that such net investment return exceeds an annualized rate of return of 3%
for a payment period, the Annuity payment for that period will be greater
than the Annuity payment for the prior period and to the extent that such
return for a period falls short of an annualized rate of 3%, the Annuity
payment for that period will be less than the Annuity payment for the prior
period.

- - If You select a 5% AIR and if the net investment return of the Sub-Account
for an Annuity payment period is equal to the pro-rated portion of the 5%
AIR, the Variable Annuity payment attributable to that Sub-Account for that
period will equal the Annuity payment for the prior period. To the extent
that such net investment return exceeds an annualized rate of return of 5%
for a payment period, the Annuity payment for that period will be greater
than the Annuity payment for the prior period and to the extent that such
return for a period falls short of an annualized rate of 5%, the Annuity
payment for that period will be less than the Annuity payment for the prior
period.

<PAGE>

- - If You select a 6% AIR and if the net investment return of the Sub-Account
for an Annuity payment period is equal to the pro-rated portion of the 6%
AIR, the Variable Annuity payment attributable to that Sub-Account for that
period will equal the Annuity payment for the prior period. To the extent
that such net investment return exceeds an annualized rate of return of 6%
for a payment period, the Annuity payment for that period will be greater
than the Annuity Payment for the prior period and to the extent that such
return for a period falls short of an annualized rate of 6%, the Annuity
payment for that period will be less than the Annuity payment for the prior
period.

LEVEL VARIABLE ANNUITY PAYMENTS WOULD BE PRODUCED IF THE INVESTMENT RATE
RETURNS REMAINED CONSTANT AND EQUAL TO THE AIR. IN FACT, PAYMENTS WILL VARY
UP OR DOWN AS THE INVESTMENT RATE VARIES UP OR DOWN FROM THE AIR.

EXCHANGE (TRANSFER) OF ANNUITY UNITS. After the Annuity Calculation Date, You
may exchange (i.e., transfer) the dollar value of a designated number of
Annuity Units of a particular Sub-Account for an equivalent dollar amount of
Annuity Units of another Sub-Account. On the date of the transfer, the
dollar amount of a Variable Annuity payment generated from the Annuity Units
of either Sub-Account would be the same. Transfers are executed as of the
day Hartford receives a written request for a transfer. For guidelines refer
to Sub-Account Value Transfers Before and After the Annuity Commencement Date.

FIXED DOLLAR ANNUITY. Fixed Annuity payments are determined at annuitization
by multiplying the Contract Value (less applicable Premium Taxes) by a rate
to be determined by Hartford which is no less than the rate specified in the
Fixed Annuity option tables in the Contract. The Annuity payment will remain
level for the duration of the Annuity. Any Fixed Annuity allocation may not
be changed.

OTHER INFORMATION

ASSIGNMENT - Ownership of this Contract 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 tax-qualified retirement plan involved. An
assignment of a Non-Qualified Contract may subject the Contract values or
assignment proceeds to income taxes and certain penalty taxes.

CONTRACT MODIFICATION - The Annuitant may not be changed; however, the
Contingent Annuitant may be changed at any time prior to the Annuity
Commencement Date by sending us written notice. We may modify the Contract,
but no modification will effect the amount or term of any Contract unless a
modification is required to conform the Contract to applicable Federal or
State law. No modification will effect the method by which Contract Values
are determined.

<PAGE>

FEDERAL TAX CONSIDERATIONS

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

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 39, is based on
Hartford's understanding of existing federal income tax laws as they are
currently interpreted.

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 "Accumulation Unit Values"
commencing on page 17). 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.

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, limited liability companies 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 are additional exceptions from current
inclusion for (i) certain annuities held by structured settlement
companies, (ii) certain annuities held by an employer with respect to
a terminated qualified retirement plan and (iii) 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.

<PAGE>

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."

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.

<PAGE>

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, non-periodic 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.

<PAGE>

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.).

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
<PAGE>

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.

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

<PAGE>

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 certain 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.

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.

<PAGE>

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 39 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.

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 adviser regarding U.S., state, and foreign taxation with
respect to an annuity purchase.

MISCELLANEOUS

HOW CONTRACTS ARE SOLD

Hartford Securities Distribution Company, Inc. ("HSD") serves as Principal
Underwriter for the securities issued with respect to the Separate Account.
HSD is an affiliate of Hartford. Hartford's parent company indirectly owns
100% of HSD. The principal business address of HSD is the same as that of
Hartford.

The securities will be sold by salesperson 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.

Broker-dealers or financial institutions are compensated according to a
schedule set forth by HSD and any applicable rules or regulations for
variable insurance compensation. Compensation is generally based on premium
payments made by policyholders or contract owners. This compensation is
usually paid from the sales charges described in this Prospectus.

In addition, a broker-dealer or financial institution may also receive
additional compensation for, among other things, training, marketing or other
services provided. HSD, its affiliates or Hartford may also make compensation
arrangements with certain broker-dealers or financial institutions based on
total sales by the broker-dealer or financial institution of insurance
products. These payments, which may be different for different broker-dealers
or financial institutions, will be made by HSD, its affiliates or Hartford
out of their own assets and will not effect the amounts paid by the
policyholders or contract owners to purchase, hold or surrender variable
insurance products.

<PAGE>

The Contract may be sold directly to certain individuals under certain
circumstances that do not involve payment of any sales compensation to a
registered representative. In such case, no Sales Charges will be accessed on
premium payments. This additional percentage of premium payment in no way
affects present or future charges, rights, benefits or current values of
other Contract Owners. The following class of individuals are eligible for
this feature: (1) current or retired officers, directors, trustees and
employees (and their families) of the ultimate parent and affiliates of
Hartford; and (2) employees and registered representatives (and their
families) of registered broker-dealers (or financial institutions affiliated
therewith) that have a sales agreement with Hartford and its principal
underwriter to sell the Contracts.

YEAR 2000

The Year 2000 issue relates to the ability or inability of computer systems
to properly process information and data containing or related to dates
beginning with the year 2000 and beyond. The Year 2000 issue exists because,
historically, many computer systems that are in use today were developed
years ago when a year was identified using a two-digit field rather than a
four-digit field. As information and data containing or related to the
century date are introduced to computer hardware, software and other systems,
date sensitive systems may recognize the year 2000 as 1900, or not at all,
which may result in computer systems processing information incorrectly.
This, in turn, may significantly and adversely affect the integrity and
reliability of information databases and may result in a wide variety of
adverse consequences to a company. In addition, Year 2000 problems that occur
with third parties with which a company does business, such as suppliers,
computer vendors and others, may also adversely affect any given company.

As an insurance and financial services company, Hartford has thousands of
individual and business customers that have purchased or invested in
insurance policies, annuities, mutual funds and other financial products.
Nearly all of these policies and products contain date sensitive data, such
as policy expiration dates, birth dates, premium payments dates and the like.
In addition, Hartford has business relationships with numerous third parties
that affect virtually all aspects of its business, including, without
limitation, suppliers, computer hardware and software vendors, insurance
agents and brokers, securities broker-dealers and other distributors of
financial products.

Beginning in 1990, Hartford began working on making its computer systems Year
2000 ready, either by installing new programs or by replacing systems. In
January 1998, Hartford commenced a company-wide program to further identify,
assess and remediate the impact of Year 2000 problems in all of Hartford's
business segments. Hartford currently anticipates that this internal program
will be substantially completed by the end of 1998, and testing of computer
systems will continue through 1999.

In addition, as part of its Year 2000 program, Hartford is identifying third
parties with which it has significant business relations in order to attempt
to assess any potential impact on Hartford as a result of such third-party
Year 2000 issues and remediation plans. Hartford currently anticipates that
it will substantially complete this evaluation by the end of 1998, and will
conduct systems testing with certain third parties through 1999. Hartford
does not have control over these third parties and, as a result, Hartford
cannot currently determine to what extent future operating results may be
adversely affected by the failure of these third parties to successfully
address their Year 2000 issues. Hartford

<PAGE>

will continue to assess Year 2000 risk exposures related to its own
operations and its third-party relationships and is in the process of
developing contingency plans.

The costs of addressing the Year 2000 issue that have been incurred through
the six months ended June 30, 1998 have not been material to Hartford's
financial condition or results of operations. Hartford will continue to
incur costs related to its Year 2000 efforts and does not anticipate that the
costs to be incurred will be material to its financial condition or results
of operations.

LEGAL MATTERS AND EXPERTS

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

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, Senior Vice President, General Counsel and Corporate Secretary,
Hartford Life Insurance Company, P.O. Box 2999, Hartford, Connecticut
06104-2999.

The audited financial statements and financial statement schedules included
in this 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. The principal business address of Arthur
Andersen LLP is One Financial Plaza, Hartford, Connecticut 06103.

MORE INFORMATION

You may call your Representative if you have any questions or write or call
us at the address below:

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

<PAGE>

APPENDIX I
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 applicable limits, distributions prior to age
59 1/2 (subject to certain exceptions), distributions which do not conform to
applicable commencement and minimum distribution rules, and certain other
transactions with respect to tax-qualified plans. Therefore, this summary
does not attempt to provide more than general information about the tax rules
associated with use of a Contract by a tax-qualified retirement plan.
Contract owners, plan participants and beneficiaries are cautioned that the
rights and benefits of any person to benefits may be controlled by the terms
and conditions of the tax-qualified retirement plan itself, regardless of the
terms and conditions of a Contract, but that Hartford is not bound by the
terms and conditions of such plans to the extent such terms conflict with a
Contract, unless Hartford specifically consents to be bound. Additionally,
some tax-qualified retirement plans are subject to distribution and other
requirements which are not incorporated into Hartford's administrative
procedures. Contract 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. TAX-QUALIFIED PENSION OR PROFIT-SHARING PLANS Provisions of the Code
permit eligible employers to establish tax-qualified 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 to participate and the time when distributions must commence.
Employers intending to use these contracts in connection with tax-qualified
pension or profit-sharing plans should seek competent tax and other legal
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, as specified in Section 501(c)(3)
of the Code, to purchase annuity contracts, and, subject to certain
limitations, to exclude such contributions from gross income. Generally,
such contributions may not exceed the lesser of $10,000 (indexed) or 20% of
an employee's "includable compensation" for such employee's most recent full
year of employment, subject to other adjustments. Special provisions under
the Code 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:

<PAGE>

(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 (and in the case of hardship, any income
attributable to such contributions may not be distributed).

Generally, the above restrictions do not apply to distributions attributable
to cash values or other amounts held under a Section 403(b) contract as of
December 31, 1988.

C. DEFERRED COMPENSATION PLANS UNDER SECTION 457 Employees and
independent contractors performing services for eligible employers may have
contributions made to an Eligible 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 Eligible Deferred
Compensation Plans maintained by a State or other tax-exempt organization.
For these purposes, the term "State" means a State, a political subdivision
of a State, and an agency or instrumentality of a State or political
subdivision of a State. Generally, the limitation is 33 1/3% of includable
compensation (typically 25% of gross compensation) or, for 1998, $8,000
(indexed), whichever is less. Such a 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 an Eligible 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 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 Eligible 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
of a trust does not apply to amounts under an Eligible 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 an Eligible Deferred Compensation Plan are
prohibited under Section 457 of the Code unless made after the participating
employee attains age 70 1/2, 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.

<PAGE>

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.

The Contracts may be offered as SIMPLE IRAs in connection with a SIMPLE IRA
plan of an employer. Special rollover rules apply to SIMPLE IRAs. Amounts
can be rolled over from one SIMPLE IRA to another SIMPLE IRA. However,
amounts can be rolled over from a SIMPLE IRA to a regular IRA only after two
years have expired since the participant first commenced participation in
your employer's SIMPLE IRA plan. Amounts cannot be rolled over to a SIMPLE
IRA from a qualified plan or a regular IRA. Hartford is a non-designated
financial institution.

Beginning in 1998, the Contracts may be offered as ROTH IRAs under Section
408A of the Code. Contributions to a ROTH IRA are not deductible. Subject
to special limitations, a regular IRA may be converted into a ROTH IRA or a
distribution from a regular IRA may be rolled over to a ROTH IRA. However, a
conversion or a rollover from a regular IRA to a ROTH IRA is not excludable
from gross income. If certain conditions are met, qualified distributions
from a ROTH IRA are tax-free.

E. FEDERAL TAX PENALTIES AND WITHHOLDING 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 tax-qualified plan before
the Participant attains age 59 1/2 are generally subject to an additional
penalty 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 after age 55. For these
purposes, a life annuity means 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).

In addition, effective for distributions made from an IRA after December 31,
1997, there is no such penalty tax on distributions that do not exceed the
amount of certain qualifying higher education expenses, as defined by Section
72(t)(7) of the Code, or which are qualified first-time home buyer
distributions meeting the requirements of Section 72(t)(8) of the Code.

If you are a participant in a SIMPLE IRA plan, you should be aware that the
10% penalty tax discussed above is increased to 25% with respect to
non-exempt premature

<PAGE>

distributions made from your SIMPLE IRA during the first two years following
the date you first commenced participation in any SIMPLE IRA plan of your
employer.

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 tax-qualified retirement plan generally must 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 the
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 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. WITHHOLDING In general, distributions from IRAs and plans described in
Section 457 of the Code are subject to regular wage withholding rules.
Periodic distributions from other tax-qualified retirement plans that are
made for a specified period of 10 or more years or for the life or life
expectancy of the participant (or the joint lives or life expectancies of the
participant and beneficiary) are generally subject to federal income tax
withholding as if the recipient were married claiming three exemptions. 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.

Other distributions from such other tax-qualified retirement 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; or
c) direct transfer distributions.

Direct transfer distributions are direct payments to an IRA or to another
eligible retirement plan under Code Section 401(a)(31).

<PAGE>

TABLE OF CONTENTS
TO
STATEMENT OF ADDITIONAL INFORMATION

SECTION PAGE
- ------- ----
Description of Hartford Life Insurance Company
Safekeeping of Assets
Independent Public Accountants
Distribution of Contracts
Calculation of Yield and Return
Performance Comparisons
Financial Statements

<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, 1988 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. separated from service,
c. died, or
d. become disabled.

Distributions of post December 31, 1988 contributions (excluding any income
thereon) may also be made if you have experienced a financial hardship.

Also, there may be a 10% penalty tax for distributions made prior to age 59
1/2 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 Putnam Variable Annuity. Please refer to your
Plan.

Please complete the following and return to:

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

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

Name of Contract Owner/Participant
Address
City or Plan/School District
Date:
Contract No:
Signature:

<PAGE>

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

To obtain a Statement of Additional Information, please complete the form
below and mail to:

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

Please send a Statement of Additional Information for [PRODUCT NAME] Variable
Annuity to me at the following address:

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

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

- ----------------------------------
City/State Zip Code

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

<PAGE>

PART B

<PAGE>

STATEMENT OF ADDITIONAL INFORMATION

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

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 Services, P.O. Box 5085, Hartford, CT
06102-5085.

Date of Prospectus: February 1, 1999

Date of Statement of Additional Information: February 1, 1999

<PAGE>

-2-

TABLE OF CONTENTS

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

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

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

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

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

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

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

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

<PAGE>

-3-

DESCRIPTION OF HARTFORD LIFE INSURANCE COMPANY

Hartford Life Insurance Company 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 controlled by The Hartford Financial Services Group, Inc., a Delaware
corporation.

HARTFORD RATINGS

RATING AGENCY EFFECTIVE
DATE OF RATING BASIS OF RATING
RATING
------------- --------- ------ ---------------

A.M. Best and Company, Inc. 9/9/97 A+ Financial soundness and
operating performance.

Standard & Poor's 1/23/98 AA Insurer financial
strength

Duff & Phelps 1/23/98 AA+ Claims paying ability

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 financial statements and financial statement schedules included in
this 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. 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

<PAGE>

-4-

for the securities issued with respect to the Separate Account and will offer
the Contracts on a continuous basis.
HSD is an affiliate of Hartford. Hartford's parent company indirectly owns 100%
of HSD. The principal business address of HSD is the same as that of 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 Securities and Exchange Commission under the
Securities and Exchange Act of 1934 as a Broker-Dealer and is a member of the
National Association of Securities Dealers, Inc. ("NASD").

Hartford currently pay HSD underwriting commissions for its role as Principal
Underwriter of this variable annuity contract. For the past three years, the
aggregate dollar amount of underwriting commissions paid to and retained by HSD
in its role as Principal Underwriter for this contact has been: 1997:
$112,122,873.57; 1996: $135,775,288.08; and 1995: $65,876,772.15.

CALCULATION OF YIELD AND RETURN

YIELD OF THE PUTNAM MONEY MARKET FUND SUB-ACCOUNT. As summarized in the
Prospectus under the heading "Performance Related Information," the yield of the
Putnam Money Market Fund Sub-Account for a seven day period (the "base period")
will be computed by determining the "net change in value" (calculated as set
forth below) of a hypothetical account having a balance of one accumulation unit
of the Sub-Account at the beginning of the period, subtracting a hypothetical
charge reflecting deductions from Contract Owner accounts, and dividing the
difference by the value of the account at the beginning of the base period to
obtain the base period return, and then 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 daily dividends as declared by the
underlying funds, less daily expense 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 divided by 7 and subtracting 1
from the result, according to the following formula:

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

The yield and effective yield for the seven day period ending March 31, 1998 for
the

<PAGE>

-5-

Putnam Money Market Fund Sub-Account is as follows:

($30 Annual Maintenance Fee)
Yield: 3.50%
Effective Yield: 3.56%

THE PUTNAM 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 CURRENT YIELD AND EFFECTIVE YIELD REFLECT RECURRING CHARGES ON
THE SEPARATE ACCOUNT LEVEL, INCLUDING THE MAXIMUM ANNUAL MAINTENANCE FEE.

YIELDS OF THE PUTNAM DIVERSIFIED INCOME, PUTNAM GROWTH AND INCOME, PUTNAM
INTERNATIONAL GROWTH AND INCOME, PUTNAM HIGH YIELD, AND PUTNAM U.S. GOVERNMENT
AND HIGH QUALITY BOND SUB-ACCOUNTS. As summarized in the Prospectus under the
heading "Performance Related Information," yields of these two Sub-Accounts will
be computed by annualizing a recent month's net investment income, divided by a
Fund share's net asset value on the last trading day of that month. Net changes
in the value of a hypothetical account will assume the change in the underlying
fund's "net asset value per share" for the same period in addition to the daily
expense charge assessed at the sub-account level for the respective period.
These 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.

THE YIELD REFLECTS RECURRING CHARGES ON THE SEPARATE ACCOUNT LEVEL, INCLUDING
THE ANNUAL MAINTENANCE FEE.

Yield calculations of the Sub-Accounts used for illustration purposes reflect
the interest earned by the Sub-Accounts, less applicable asset based charges
assessed under the Contract over the base period. Yield quotations based on a
30 day period ended December 31, 1997 were computed by dividing the dividends
and interests earned during the period by the maximum offering price per unit on
the last day of the period, according to the following formula:

Example:

6
Current Yield Formula for the Sub-Account 2[((A-B)/(CD) + 1) - 1]

Where A = Dividends and interest earned during the period.
B = Expenses accrued for the period (net of reimbursements).
C = The average daily number of units outstanding during the period that
were entitled to . . . . . . . . . . . . . . . receive dividends.

<PAGE>

-6-

D = The maximum offering price per unit on the last day of the period.

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.

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 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.

The following are the standardized average annual total return quotations for
the Sub-Accounts for the 1, 5, and 10 year periods ended June 30, 1998. (These
returns assume a mortality and risk expense charge of 1.50% and an Annual
Maintenance Fee of $30.) No information is included for Putnam Research
Sub-Account because as of June 30, 1998, the Sub-Account had not commenced
operations.

<TABLE>
<CAPTION>
Since
Sub-Accounts 1 Year 5 Years 10 years Inception
------------ ------ ------- -------- ---------
<S> <C> <C> <C> <C>
Putnam Asia Pacific Growth (14.81%) N/A N/A (6.03%)

Putnam Diversified Income 6.73% N/A N/A 2.62%

Putnam Global Asset 23.52% 10.97% 8.76%
Allocation

Putnam Global Growth 24.87% 12.46% N/A 7.70%

Putnam Growth and Income 28.88% 15.47% 12.97%

Putnam Health Sciences N/A N/A N/A

Putnam High Yield 14.48% 7.45% 7.54%

Putnam International Growth 26.47% N/A N/A 20.91%

Putnam International Growth 26.09% N/A N/A 22.13%
and Income

<PAGE>

-7-
<CAPTION>
Since
Sub-Accounts and Income 1 Year 5 Years 10 years Inception
----------------------- ------ ------- -------- ---------
<S> <C> <C> <C> <C>
Putnam International New 7.41% N/A N/A 4.33%
Opportunities

Putnam Investors N/A N/A N/A

Putnam New Opportunities 48.36% N/A N/A 21.20%

Putnam New Value 16.89% N/A N/A 12.42%

Putnam OTC & Emerging Growth N/A N/A N/A

Putnam U.S. Government and 6.60% 2.20% 4.69%
High Quality Bond

Putnam Utilities Growth and 30.90% 10.08% N/A 10.62%
Income Bond

Putnam Vista Fund 42.41% N/A N/A 23.26%

Putnam Voyager 47.67% 18.09% 15.58%

Putnam Money Market 0.55% (0.15%) 1.00%

The George Putnam Fund N/A N/A N/A
</TABLE>

In addition to the standardized total return, the Sub-Account may advertise a
non-standardized total return. This figure will usually be calculated for one
year, five years, and ten years or other periods. Non-standardized total return
is measured in the same manner as the standardized total return described above,
except that the Annual Maintenance Fee is not deducted. Therefore,
non-standardized total return for a Sub-Account is higher than standardized
total return for a Sub-Account.

The following are the non-standardized annualized total return quotations for
the Sub-Accounts for the 1, 5, and 10 year periods ended June 30, 1998. (These
returns assume a mortality and risk expense charge of 1.50% and an Annual
Maintenance Fee of $30.) No information is included for Putnam Research
Sub-Account because as of June 30, 1998, the Sub-Account had not commenced
operations.

<PAGE>

-8-
<TABLE>
<CAPTION>
Since
Sub-Accounts 1 Year 5 Years 10 years Inception
------------ ------ ------- -------- ---------
<S> <C> <C> <C> <C>
Putnam Asia Pacific Growth (11.81%) N/A N/A (2.97%)

Putnam Diversified Income 9.73% N/A N/A 5.88%

Putnam Global Asset 26.52% 13.68% 11.14%
Allocation

Putnam Global Growth 27.87% 15.02% N/A 10.45%

Putnam Growth and Income 31.88% 18.08% 15.03%

Putnam Health Sciences N/A N/A N/A

Putnam High Yield 17.48% 10.18% 9.99%

Putnam International Growth 29.47% N/A N/A 25.88%

Putnam International Growth 29.09% N/A N/A 27.05%
and Income

Putnam International New 10.41% N/A N/A 9.41%
Opportunities

Putnam Investors N/A N/A N/A

Putnam New Opportunities 51.36% N/A N/A 23.65%

Putnam New Value 19.89% N/A N/A 17.22%

Putnam OTC & Emerging Growth N/A N/A N/A

Putnam U.S. Government and 9.60% 5.17% 7.15% N/A
High Quality Bond

Putnam Utilities Growth and 33.90% 13.02% N/A 13.34%
Income Bond

Putnam Vista Fund 45.41% N/A N/A 28.11%

Putnam Voyager 50.67% 20.56% 17.52% N/A

Putnam Money Market 3.55% 2.90% 3.79% N/A

The George Putnam Fund N/A N/A N/A
</TABLE>

<PAGE>

-9-

PERFORMANCE COMPARISONS

YIELD AND TOTAL RETURN. Each Sub-Account may from time to time include its
total return in advertisements or in information furnished to present or
prospective shareholders. Each Sub-Account may from time to time include its
yield and total return in advertisements or information furnished to present or
prospective shareholders. Each Sub-Account may from time to time include in
advertisements its total return (and yield in the case of certain Sub-Accounts)
the ranking of those performance figures relative to such figures for groups of
other annuities analyzed by Lipper Analytical Services and Morningstar, Inc. as
having the same investment objectives.

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. The Standard & Poor's Composite Index of
500 Stocks (the "S&P 500") is a market value-weighted and unmanaged index
showing the 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 500 companies represented include about 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.

The NASDAQ-OTC Composite Price Index (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.

The Morgan Stanley Capital International EAFE Index (the "EAFE Index") is an
unmanaged index, which includes over 1,000 companies representing the stock
markets of Europe, Australia, New Zealand, and the Far East. The EAFE Index is
weighted by market capitalization, and therefore, it has a heavy representation
in countries with large stock markets, such as Japan.

The Shearson Lehman 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;

<PAGE>

-10-

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.

The Shearson Lehman 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 Composite Index for Hartford Advisers Fund is comprised of the S&P 500
(55%), the Lehman Government/Corporate Bond Index (35%), both mentioned above,
and 90 Day U.S. Treasury Bills (10%).

<PAGE>

PART C

<PAGE>

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) Form of Individual Flexible Premium Variable Annuity Contract.(1)

(5) Form of Application.(1)

(6) (a) Certificate of Incorporation of Hartford.(3)

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

(7) Not applicable.

(8) Not applicable.

(9) Opinion and Consent of Lynda Godkin, Senior Vice President,
General Counsel and Corporate Secretary.

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

(11) No financial statements are omitted.

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

(1) Incorporated by reference to Post-Effective Amendment No. 2, to the
Registration Statement File No. 33-73570, dated May 1, 1995.

(2) Incorporated by reference to Post Effective Amendment No. 3, to the
Registration Statement File No. 33-73570, dated April 29, 1996.

(3) Incorporated by reference to Post Effective Amendment No. 19, to the
Registration Statement File No. 33-73570, filed on April 14, 1997.

<PAGE>

(12) Not applicable.

(13) Not applicable.

(14) Not applicable.

(15) Copy of Power of Attorney.

(16) Organizational Chart.

Item 25. Directors and Officers of the Depositor

NAME POSITION WITH HARTFORD

Dong H. Ahn Vice President

Wendell J. Bossen Vice President

Gregory A. Boyko Senior Vice President, Director*

Peter W. Cummins Senior Vice President

Ann M. de Raismes Senior Vice President

Timothy M. Fitch Vice President and Actuary

David T. Foy Senior Vice President and Treasurer

Bruce D. Gardner Vice President

J. Richard Garrett Vice President and Assistant Treasurer

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

William A. Godfrey, III Senior Vice President

Lynda Godkin Senior Vice President, General Counsel and
Corporate Secretary, Director*

Lois W. Grady Senior Vice President

Christopher Graham Vice President

Mark E. Hunt Vice President

Stephen T. Joyce Vice President

<PAGE>

NAME POSITION WITH HARTFORD

Michael D. Keeler Vice President

Robert A. Kerzner Senior Vice President

David N. Levenson Vice President

Steven M. Maher Vice President and Actuary

William B. Malchodi, Jr. Vice President

Raymond J. Marra Vice President

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

Robert F. Nolan, Jr. Senior Vice President

Joseph J. Noto Vice President

Michael C. O'Halloran Vice President

Lawrence M. O'Rourke Vice President

Daniel E. O'Sullivan Vice President

Craig R. Raymond Senior Vice President and Chief Actuary

Marry P. Robinson Vice President

Donald A. Salama Vice President

Timothy P. Schiltz Vice President

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

Keith A. Stevenson Vice President

Edward A. Sweeney Vice President

Judith V. Tilbor Vice President

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

Walter C. Welsh Senior Vice President

Lizabeth H. Zlatkus Senior Vice President, Director*

David M. Znamierowski Senior Vice President, Director*

<PAGE>

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 September 30, 1998 there were 231,867 Contract Owners.

Item 28. Indemnification

Under Section 33-772 of the Connecticut General Statutes, unless
limited by its certificate of incorporation, the Registrant must
indemnify a director who was wholly successful, on the merits or
otherwise, in the defense of any proceeding to which he was a party
because he is or was a director of the corporation against reasonable
expenses incurred by him in connection with the proceeding.

The Registrant may indemnify an individual made a party to a
proceeding because he is or was a director against liability incurred
in the proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of
the Registrant, and, with respect to any criminal proceeding, had no
reason to believe his conduct was unlawful. Conn. Gen. Stat.
33-771(a). Additionally, pursuant to Conn. Gen. Stat. 33-776, the
Registrant may indemnify officers and employees or agents for
liability incurred and for any expenses to which they becomes subject
by reason of being or having been an employees or officers of the
Registrant. Connecticut law does not prescribe standards for the
indemnification of officers, employees and agents and expressly states
that their indemnification may be broader than the right of
indemnification granted to directors.

The foregoing statements are specifically made subject to the detailed
provisions of Section 33-770 et seq.

Notwithstanding the fact that Connecticut law obligates the Registrant
to indemnify a only a director that was successful on the merits in a
suit, under Article III, Section 1 of the Registrant's bylaws, the
Registrant must indemnify both directors and officers of the
Registrant for (1) any claims and liabilities to which they become
subject by reason of being or having been a directors or officers of
the company and legal and (2) other expenses incurred in

<PAGE>

defending against such claims, in each case, to the extent such is
consistent with statutory provisions.

Additionally, 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 The
Hartford Financial Services 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, or otherwise, 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:

<TABLE>
<CAPTION>
<S><C>
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>

Hartford Life Insurance Company - Putnam Capital Manager Trust Separate Account
Hartford Life Insurance Company - Separate Account Three
Hartford Life Insurance Company - Separate Account Five
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
<CAPTION>
Name and Principal Positions and Offices
Business Address With Underwriter
---------------- ----------------
<S> <C>
Lowndes A. Smith President and Chief Executive Officer, Director
John P. Ginnetti Executive Vice President, Director
Thomas M. Marra Executive Vice President, Director
Peter W. Cummins Senior Vice President
Lynda Godkin Senior Vice President, General Counsel and
Corporate Secretary
Donald E. Waggaman, Jr. Treasurer
George R. Jay Controller
Paul E. Olson Supervising Registered Principal
James Cubanski Assistant Secretary
Stephen T. Joyce Assistant Secretary
Glen J. Kvadus Assistant Secretary
Edward M. Ryan, Jr. Assistant Secretary
</TABLE>

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

<PAGE>

Statement.

Item 32. Undertakings

(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 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 Counsel 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 has caused this Registration Statement to be signed on its
behalf, in the City of Hartford, and State of Connecticut on this 6th day of
November, 1998.

HARTFORD LIFE INSURANCECOMPANY -
PUTNAM CAPITAL MANAGER TRUST SEPARATE ACCOUNT (Registrant)

*By: /s/ Peter W. Cummins *By: /s/ Marianne O'Doherty
--------------------------------------------- -------------------------
Peter W. Cummins, Senior Vice President Marianne O'Doherty
Attorney-in-Fact

HARTFORD LIFE INSURANCE COMPANY
(Depositor)

*By: /s/ Peter W. Cummins
---------------------------------------------
Peter W. Cummins, Senior Vice President

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons and in the
capacity and on the date indicated.

Gregory A. Boyko, Senior Vice President,
Director * *By: /s/ Marianne O'Doherty
John P. Ginnetti, Executive Vice ------------------------------
President and Director, Asset Management Marianne O'Doherty
Services, Director * Attorney-in-Fact
Lynda Godkin, Senior Vice President, General
Counsel and Corporate Secretary, Director* Dated: November 6, 1998
Thomas M. Marra, Executive Vice
President and Director, Individual Life
and Annuity Division, Director *
Lowndes A. Smith, President and
Chief Executive Officer, Director*
Raymond P. Welnicki, Senior Vice President
and Director, Employee Benefit Division,
Director *
Lizabeth H. Zlatkus, Senior Vice President,
Director *
David M. Znamierowski, Senior Vice President,
Director*

<PAGE>

EXHIBIT INDEX

(9) Opinion and Consent of Lynda Godkin, Senior Vice President, General Counsel
and Corporate Secretary.

(15) Copy of Power of Attorney.

(16) Organizational Chart.

<PAGE>
EXHIBIT 9

[LOGO]
HARTFORD LIFE

November 6, 1998 LYNDA GODKIN, Senior Vice President,
General Counsel & Corporate Secretary

Board of Directors
Hartford Life Insurance Company
200 Hopmeadow Street
Simsbury, CT 06089

RE: PUTNAM CAPITAL MANAGER TRUST
SEPARATE ACCOUNT
HARTFORD LIFE INSURANCE COMPANY

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
Separate Account Two (the "Account") in Connecticut 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 Contacts.

2. The Account is a duly authorized and 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.

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.

<PAGE>

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 yours,

/s/ Lynda Godkin

Lynda Godkin

<PAGE>

HARTFORD LIFE INSURANCE COMPANY

POWER OF ATTORNEY
-----------------

Gregory A. Boyko
John P. Ginnetti
Lynda Godkin
Thomas M. Marra
Lowndes A. Smith
Raymond P. Welnicki
Lizabeth H. Zlatkus
David M. Znamierowski

do hereby jointly and severally authorize Lynda Godkin, Marianne O'Doherty,
and Leslie T. Soler 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/ Gregory A. Boyko Dated as of March 16, 1998
- --------------------------------------- --------------------------
Gregory A. Boyko

/s/ John P. Ginnetti Dated as of March 16, 1998
- --------------------------------------- --------------------------
John P. Ginnetti

/s/ Lynda Godkin Dated as of March 16, 1998
- --------------------------------------- --------------------------
Lynda Godkin

/s/ Thomas M. Marra Dated as of March 16, 1998
- --------------------------------------- --------------------------
Thomas M. Marra

/s/ Lowndes A. Smith Dated as of March 16, 1998
- --------------------------------------- --------------------------
Lowndes A. Smith

/s/ Raymond P. Welnicki Dated as of March 16, 1998
- --------------------------------------- --------------------------
Raymond P. Welnicki

/s/ Lizabeth H. Zlatkus Dated as of March 16, 1998
- --------------------------------------- --------------------------
Lizabeth H. Zlatkus

/s/ David M. Znamierowski Dated as of March 16, 1998
- --------------------------------------- --------------------------
David M. Znamierowski

<PAGE>
EXHIBIT 16

<TABLE>
<CAPTION>
<S> <C>
THE HARTFORD
The Hartford Financial Services Group, Inc.
(Delaware)
|
- -------------------------------------------------------------------------------------------------------------
Nutmeg Insurance Company The Hartford Investment
(Connecticut) Management Company
| (Delaware)
Hartford Fire Insurance Company |
(Connecticut) Hartford Investment
| Services, Inc.
Hartford Accident and Indemnity Company (Connecticut)
(Connecticut)
|
Hartford Life, Inc.
(Delaware)
|
Hartford Life and Accident Insurance Company
(Connecticut)
|
|
|
- -------------------------------------------------------------------------------------------------------------
Alpine Life Hartford Financial Hartford Life American Maturity ITT Hartford Canada
Insurance Services Life Insurance Company Life Insurance Holdings, Inc.
Company Insurance Co. (Connecticut) Company (Canada)
(New Jersey) (Connecticut) | (Connecticut) |
| | |
| AML Financial, Inc. |
| (Connecticut) Hartford Life
| Insurance Company
| of Canada
| (Canada)
|
|
- -------------------------------------------------------------------------------------------------------------
Hartford Life and Annuity ITT Hartford International Hartford Financial Services Royal Life
Insurance Company Life Reassurance Corporation Corporation Insurance
(Connecticut) (Connecticut) (Delaware) Company of
| | America
| | (Connecticut)
| |
ITT Hartford Life, Ltd. |
(Bermuda) |
|
|
- -------------------------------------------------------------------------------------------------------------
MS Fund HL Funding HL Investment Hartford Hartford Securities Hartford-Comp. Emp.
America Company, Inc. Advisors, Inc. Equity Sales Distribution Benefit Service
1993-K, Inc. (Connecticut) (Connecticut) Company, Inc. Company, Inc. Company
(Delaware) | (Connecticut) (Connecticut) (Connecticut)
|
Hartford Investment
Financial Services
Company
(Delaware)
</TABLE>