HARTFORD LIFE INS CO PUTNAM CAPITAL MGR TR SEPARATE ACCT TWO, 485BPOS, 1998-04-14

HARTFORD LIFE INS CO PUTNAM CAPITAL MGR TR SEPARATE ACCT TWO
485BPOS, 1998-04-14

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<PAGE>

As filed with the Securities and Exchange Commission on April 14, 1998.

File No. 33-17207

SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

Post-Effective Amendment No. 16 [X]
----

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 22 [X]
----

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

HARTFORD LIFE INSURANCE COMPANY
(Name of Depositor)

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

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

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

It is proposed that this filing will become effective:

immediately upon filing pursuant to paragraph (b) of Rule 485
----

X on May 1, 1998 pursuant to paragraph (b) of Rule 485
----

60 days after filing pursuant to paragraph (a)(1) of Rule 485
----

on May 1, 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.

PURSUANT TO RULE 24F-2(a)(1) UNDER THE INVESTMENT COMPANY ACT OF 1940, THE
REGISTRANT HAS REGISTERED AN INDEFINITE AMOUNT OF SECURITIES.

<PAGE>

CROSS REFERENCE SHEET
PURSUANT TO RULE 495(a)

N-4 Item No. Prospectus Heading
- ------------------------------------ --------------------------------------
1. Cover Page Cover Page

2. Definitions Glossary of Special Terms

3. Synopsis or Highlights Summary

4. Condensed Financial Information Statement of Additional Information

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

6. Deductions Charges Under the Contract

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

8. Annuity Period Annuity Benefits

9. Death Benefit Death Benefit

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

11. Redemptions Operation of the Contract/
Accumulation Period

12. Taxes Federal Tax Considerations

13. Legal Proceedings General Matters - Legal Proceedings

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

15. Cover Page Part B; Statement of Additional
Information

16. Table of Contents Table of Contents

<PAGE>

N-4 Item No. Prospectus Heading
- ------------------------------------ --------------------------------------

17. General Information and History Introduction

18. Services None

19. Purchase of Securities Distribution of Contracts
being Offered

20. Underwriters Distribution of Contracts

21. Calculation of Performance Data Calculation of Yield and Return

22. Annuity Payments Annuity Benefits

23. Financial Statements Financial Statements

24. Financial Statements and Financial Statements and
Exhibits Exhibits

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

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

27. Number of Contract Owners Number of Contract Owners

28. Indemnification Indemnification

29. Principal Underwriters Principal Underwriters

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

31. Management Services Management Services

32. Undertakings Undertakings

<PAGE>

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

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

There are currently twenty (20) Sub-Accounts available under the Contract. The
following underlying investment portfolios ("Funds") of Class IA shares of
Putnam Variable Trust are available under the Contracts: Putnam VT Asia Pacific
Growth Fund, Putnam VT Diversified Income Fund, Putnam VT The George Putnam Fund
of Boston, Putnam VT Global Asset Allocation Fund, Putnam VT Global Growth Fund,
Putnam VT Growth and Income Fund, Putnam VT Health Sciences Fund, Putnam VT High
Yield Fund, Putnam VT International Growth Fund, Putnam VT International Growth
and Income Fund, Putnam VT International New Opportunities Fund, Putnam VT
Investors Fund, Putnam VT Money Market Fund, Putnam VT New Opportunities Fund,
Putnam VT New Value Fund, Putnam VT OTC & Emerging Growth Fund, Putnam VT U.S.
Government and High Quality Bond Fund, Putnam VT Utilities Growth and Income
Fund, Putnam VT Vista Fund, and Putnam VT Voyager Fund.

This Prospectus sets forth the information concerning the Separate Account and
the Fixed Account that investors should know before investing. This Prospectus
should be kept for future reference. Additional information about the Separate
Account and the Fixed Account has been filed with the Securities and Exchange
Commission and is available without charge upon request. To obtain the
Statement of Additional Information send a written request to Hartford Life
Insurance Company, Attn: Annuity Marketing Services, P.O. Box 5085, Hartford,
CT 06102-5085. The Table of Contents for the Statement of Additional
Information may be found on page 66 of this Prospectus. The Statement of
Additional Information is incorporated by reference into this Prospectus.

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

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

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

Prospectus Dated: May 1, 1998
Statement of Additional Information Dated: May 1, 1998

<PAGE>

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

<TABLE>
<CAPTION>
TABLE OF CONTENTS

PAGE
<S> <C>
GLOSSARY OF SPECIAL TERMS.................................................. 4
FEE TABLE.................................................................. 7
ACCUMULATION UNIT VALUES................................................... 16
SUMMARY.................................................................... 21
PERFORMANCE RELATED INFORMATION............................................ 24
INTRODUCTION............................................................... 25
THE CONTRACT............................................................... 25
Right to Cancel Period................................................... 26
THE SEPARATE ACCOUNT....................................................... 26
THE FIXED ACCOUNT.......................................................... 28
HARTFORD LIFE INSURANCE COMPANY............................................ 29
THE FUNDS.................................................................. 30
OPERATION OF THE CONTRACT/ACCUMULATION PERIOD.............................. 33
Premium Payments......................................................... 33
Value of Accumulation Units.............................................. 34
Value of the Fixed Account............................................... 34
Value of the Contract.................................................... 34
Transfers Among Sub-Accounts............................................. 35
Transfers Between the Fixed Account and the Sub-Accounts................. 35
Redemption/Surrender of a Contract....................................... 36
DEATH BENEFIT.............................................................. 38
CHARGES UNDER THE CONTRACT................................................. 39
Contingent Deferred Sales Charges........................................ 39
Mortality and Expense Risk Charge........................................ 41
Administration and Maintenance Fees...................................... 42
Premium Taxes............................................................ 43
ANNUITY BENEFITS........................................................... 43
Annuity Options.......................................................... 43
The Annuity Unit and Valuation........................................... 45
Determination of Payment Amount.......................................... 45
FEDERAL TAX CONSIDERATIONS................................................. 47
A. General.............................................................. 47
B. Taxation of Hartford and the Separate Account........................ 47
C. Taxation of Annuities - General Provisions Affecting Purchasers Other
Than Qualified Retirement Plans...................................... 47
D. Federal Income Tax Withholding....................................... 53
E. General Provisions Affecting Qualified Retirement Plans.............. 53
F. Annuity Purchases by Nonresident Aliens and Foreign Corporations..... 53
GENERAL MATTERS............................................................ 54

2
<PAGE>

Assignment............................................................... 54
Modification............................................................. 54
Delay of Payments........................................................ 54
Voting Rights............................................................ 54
Distribution of the Contracts............................................ 55
Other Contracts Offered.................................................. 55
Custodian of Separate Account Assets..................................... 56
Legal Proceedings........................................................ 56
Legal Counsel............................................................ 56
Experts.................................................................. 56
Additional Information................................................... 56
APPENDIX I -- (PUTNAM CAPITAL MANAGER I)................................... 57
APPENDIX II -- (PUTNAM CAPITAL MANAGER II)................................. 59
APPENDIX III -- INFORMATION REGARDING TAX-QUALIFIED PLANS.................. 61
TABLE OF CONTENTS TO STATEMENT OF ADDITIONAL INFORMATION................... 66
</TABLE>

<PAGE>

GLOSSARY OF SPECIAL TERMS

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

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

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

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

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

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

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

COMMISSION: Securities and Exchange Commission.

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

CONTRACT ANNIVERSARY: The anniversary of the Contract Date.

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

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

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

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

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

<PAGE>

FUNDS: Currently, the portfolios of Putnam Variable Trust described on page 30
of this Prospectus.

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

HARTFORD: Hartford Life Insurance Company.

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

MAXIMUM ANNIVERSARY VALUE: A value used in determining on death benefit. It is
based on a series of calculations of Contract Values on Contract Anniversaries,
premium payments and partial surrenders, as described on page 35.

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

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

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

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

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

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

QUALIFIED CONTRACT: A Contract which qualifies as a tax-qualified retirement
plan using pre tax dollars under the Internal Revenue Code, such as an employer
sponsored Section 401(k) on an Individual Retirement Annuity (IRA).

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

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

<PAGE>

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

TERMINATION VALUE: The Contract Value upon termination of the Contract prior to
the Annuity Commencement Date, less any applicable Premium Taxes, the Annual
Maintenance Fee and any applicable contingent deferred sales charges.

TRUST: Putnam Variable Trust.

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

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

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

VARIABLE ANNUITY: An Annuity providing for payments varying in amount in
accordance with the investment experience of the assets of the Separate Account.

<PAGE>

PUTNAM CAPITAL MANAGER I

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

<TABLE>
<CAPTION>
FEE TABLE
SUMMARY

CONTRACT OWNER TRANSACTION EXPENSES
(ALL SUB-ACCOUNTS)

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

(1) Length of time from premium payment.

(2) The Annual Maintenance Fee is a single $25 charge on a Contract. It is
deducted proportionally from the investment options in use at the time of
the charge. Pursuant to the requirements of the 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 he accumulated value is less than
$50,000. In the example, the Annual Maintenance Fee is approximated as
a 0.05% annual asset charge based on the experience of the Contracts.

<PAGE>

ANNUAL FUND OPERATING EXPENSES
(as a percentage of net assets)

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
TOTAL FUND
MANAGEMENT OTHER OPERATING
FEES (AFTER EXPENSES (AFTER EXPENSES
ANY FEE ANY EXPENSE (AFTER ANY FEE
WAIVERS) REIMBURSEMENT) WAIVERS AND
EXPENSE
REIMBURSEMENT)
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Putnam VT Asia Pacific Growth Fund 0.80% 0.27% 1.07%
- ------------------------------------------------------------------------------------------------------------------------------
Putnam VT Diversified Income Fund 0.69% 0.11% 0.80%
- ------------------------------------------------------------------------------------------------------------------------------
Putnam VT The George Putnam Fund of Boston (1) 0.49% 0.36% 0.85%
- ------------------------------------------------------------------------------------------------------------------------------
Putnam VT Global Asset Allocation Fund 0.66% 0.11% 0.77%
- ------------------------------------------------------------------------------------------------------------------------------
Putnam VT Global Growth Fund 0.60% 0.15% 0.75%
- ------------------------------------------------------------------------------------------------------------------------------
Putnam VT Growth and Income Fund 0.47% 0.04% 0.51%
- ------------------------------------------------------------------------------------------------------------------------------
Putnam VT Health Sciences Fund (1) 0.56% 0.34% 0.90%
- ------------------------------------------------------------------------------------------------------------------------------
Putnam VT High Yield Fund 0.66% 0.06% 0.72%
- ------------------------------------------------------------------------------------------------------------------------------
Putnam VT International Growth Fund (1) 0.73% 0.47% 1.20%
- ------------------------------------------------------------------------------------------------------------------------------
Putnam VT International Growth and Income Fund 0.80% 0.32% 1.12%
- ------------------------------------------------------------------------------------------------------------------------------
Putnam VT International New Opportunities Fund (1) 0.92% 0.68% 1.60%
- ------------------------------------------------------------------------------------------------------------------------------
Putnam VT Investors Fund (1) 0.52% 0.33% 0.85%
- ------------------------------------------------------------------------------------------------------------------------------
Putnam VT Money Market Fund 0.45% 0.09% 0.54%
- ------------------------------------------------------------------------------------------------------------------------------
Putnam VT New Opportunities Fund 0.58% 0.05% 0.63%
- ------------------------------------------------------------------------------------------------------------------------------
Putnam VT New Value Fund 0.70% 0.15% 0.85%
- ------------------------------------------------------------------------------------------------------------------------------
Putnam VT OTC & Emerging Growth Fund (1) 0.56% 0.34% 0.90%
- ------------------------------------------------------------------------------------------------------------------------------
Putnam VT U.S. Government and High Quality Bond Fund 0.61% 0.08% 0.69%
- ------------------------------------------------------------------------------------------------------------------------------
Putnam VT Utilities Growth and Income Fund 0.67% 0.07% 0.74%
- ------------------------------------------------------------------------------------------------------------------------------
Putnam VT Vista Fund 0.65% 0.22% 0.87%
- ------------------------------------------------------------------------------------------------------------------------------
Putnam VT Voyager Fund 0.54% 0.05% 0.59%
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

TOTAL FUND
MANAGEMENT FEES OTHER EXPENSES OPERATING EXPENSES
<S> <C> <C> <C>
Putnam VT The George 0.65 0.36 1.01
Putnam Fund of Boston*
Putnam VT Health 0.70 0.34 1.04
Sciences Fund*
Putnam VT International 0.80 0.47 1.27
Growth Fund
Putnam VT International 1.20 0.68 1.88
New Opportunities Fund
Putnam VT Investors 0.65 0.33 0.98
Fund*
Putnam VT OTC & 0.70 0.34 1.04
Emerging Growth Fund*

</TABLE>

*Estimated Management Fees, Other Expenses, and Total Fund Operating Expenses.

<PAGE>

shares) would exceed the annual rate of 0.95%, 0.90%, 1.20%, 1.20%, 1.60%,
0.95%, 1.10%, 1.00% and 1.05%, respectively, of the funds' average net assets.

EXAMPLE PCM I

- ----------------------------------------------------------------------------------------------------
If you surrender your Contract at the end of the applicable time period, you would pay the following
expenses on a $1,000 investment, assuming a 5% annual return on assets:
- ----------------------------------------------------------------------------------------------------
SUB-ACCOUNT 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Putnam Asia Pacific Growth Sub-Account $76 $119 $156 $288
- ----------------------------------------------------------------------------------------------------
Putnam Diversifed Income Sub-Account 73 111 142 261
- ----------------------------------------------------------------------------------------------------
Putnam The George Putnam Fund Sub-Account 74 113 n/a n/a
- ----------------------------------------------------------------------------------------------------
Putnam Global Asset Allocation Sub-Account 73 110 140 258
- ----------------------------------------------------------------------------------------------------
Putnam Global Growth Sub-Account 73 110 139 255
- ----------------------------------------------------------------------------------------------------
Putnam Growth and Income Sub-Account 70 103 128 232
- ----------------------------------------------------------------------------------------------------
Putnam Health Sciences Sub-Account 74 114 n/a n/a
- ----------------------------------------------------------------------------------------------------
Putnam High Yield Sub-Account 72 109 138 252
- ----------------------------------------------------------------------------------------------------
Putnam International Growth Sub-Account 77 123 162 301
- ----------------------------------------------------------------------------------------------------
Putnam International Growth and Income
Sub-Account 76 121 158 293
- ----------------------------------------------------------------------------------------------------
Putnam International New Opportunities
Sub-Account 81 136 182 340
- ----------------------------------------------------------------------------------------------------
Putnam Investors Sub-Account 74 113 n/a n/a
- ----------------------------------------------------------------------------------------------------
Putnam Money Market Sub-Account 70 103 128 233
- ----------------------------------------------------------------------------------------------------
Putnam New Opportunities Sub-Account 71 106 133 243
- ----------------------------------------------------------------------------------------------------
Putnam New Value Sub-Account 74 113 144 266
- ----------------------------------------------------------------------------------------------------
Putnam OTC & Emerging Growth Sub-Account 74 114 n/a n/a
- ----------------------------------------------------------------------------------------------------
Putnam U.S. Government and High Quality
Bond Sub-Account 72 108 136 249
- ----------------------------------------------------------------------------------------------------
Putnam Utilities Growth and Income
Sub-Account 72 109 139 254
- ----------------------------------------------------------------------------------------------------
Putnam Vista Sub-Account 74 113 145 268
- ----------------------------------------------------------------------------------------------------
Putnam Voyager Sub-Account 71 105 131 239
- ----------------------------------------------------------------------------------------------------
<CAPTION>
- ----------------------------------------------------------------------------------------------------
If you annuitize your Contract at the end of the applicable time period, you would pay the following
expenses on a $1,000 investment, assuming a 5% annual return on assets:
- ----------------------------------------------------------------------------------------------------
SUB-ACCOUNT 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ----------------------------------------------------------------------------------------------------
Putnam Asia Pacific Growth Sub-Account $25 $79 $135 $288
- ----------------------------------------------------------------------------------------------------
Putnam Diversifed Income Sub-Account 23 71 121 260
- ----------------------------------------------------------------------------------------------------
Putnam The George Putnam Fund Sub-Account 23 72 n/a n/a
- ----------------------------------------------------------------------------------------------------
Putnam Global Asset Allocation Sub-Account 22 70 120 257
- ----------------------------------------------------------------------------------------------------
Putnam Global Growth Sub-Account 22 69 119 255
- ----------------------------------------------------------------------------------------------------
Putnam Growth and Income Sub-Account 20 62 107 232
- ----------------------------------------------------------------------------------------------------
Putnam Health Sciences Sub-Account 24 74 n/a n/a
- ----------------------------------------------------------------------------------------------------
Putnam High Yield Sub-Account 22 68 117 252
- ----------------------------------------------------------------------------------------------------
Putnam International Growth Sub-Account 27 83 142 301
- ----------------------------------------------------------------------------------------------------
Putnam International Growth and Income
Sub-Account 26 80 138 293
- ----------------------------------------------------------------------------------------------------
Putnam International New Opportunities
Sub-Account 31 95 162 340
- ----------------------------------------------------------------------------------------------------
Putnam Investors Sub-Account 23 72 n/a n/a
- ----------------------------------------------------------------------------------------------------
Putnam Money Market Sub-Account 20 62 108 233
- ----------------------------------------------------------------------------------------------------
Putnam New Opportunities Sub-Account 21 65 112 242
- ----------------------------------------------------------------------------------------------------
Putnam New Value Sub-Account 23 72 124 265
- ----------------------------------------------------------------------------------------------------
Putnam OTC & Emerging Growth Sub-Account 24 74 n/a n/a
- ----------------------------------------------------------------------------------------------------
Putnam U.S. Government and High Quality
Bond Sub-Account 21 67 115 249
- ----------------------------------------------------------------------------------------------------
Putnam Utilities Growth and Income
Sub-Account 22 69 118 254
- ----------------------------------------------------------------------------------------------------
Putnam Vista Sub-Account 23 73 125 267
- ----------------------------------------------------------------------------------------------------
Putnam Voyager Sub-Account 20 64 110 238
- ----------------------------------------------------------------------------------------------------
<CAPTION>
- ----------------------------------------------------------------------------------------------------
If you do not surrender your Contract, you would pay the following expenses on a $1,000 investment,
assuming a 5% annual return on assets:
- ----------------------------------------------------------------------------------------------------
SUB-ACCOUNT 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ----------------------------------------------------------------------------------------------------
Putnam Asia Pacific Growth Sub-Account $26 $79 $136 $288
- ----------------------------------------------------------------------------------------------------
Putnam Diversifed Income Sub-Account 23 71 122 261
- ----------------------------------------------------------------------------------------------------
Putnam The George Putnam Fund Sub-Account 24 73 n/a n/a
- ----------------------------------------------------------------------------------------------------
Putnam Global Asset Allocation Sub-Account 23 70 120 258
- ----------------------------------------------------------------------------------------------------
Putnam Global Growth Sub-Account 23 70 119 255
- ----------------------------------------------------------------------------------------------------
Putnam Growth and Income Sub-Account 20 63 108 232
- ----------------------------------------------------------------------------------------------------
Putnam Health Sciences Sub-Account 24 74 n/a n/a
- ----------------------------------------------------------------------------------------------------
Putnam High Yield Sub-Account 22 69 118 252
- ----------------------------------------------------------------------------------------------------
Putnam International Growth Sub-Account 27 83 142 301
- ----------------------------------------------------------------------------------------------------
Putnam International Growth and Income
Sub-Account 26 81 138 293
- ----------------------------------------------------------------------------------------------------
Putnam International New Opportunities
Sub-Account 31 96 162 340
- ----------------------------------------------------------------------------------------------------
Putnam Investors Sub-Account 24 73 n/a n/a
- ----------------------------------------------------------------------------------------------------
Putnam Money Market Sub-Account 20 63 108 233
- ----------------------------------------------------------------------------------------------------
Putnam New Opportunities Sub-Account 21 66 113 243
- ----------------------------------------------------------------------------------------------------
Putnam New Value Sub-Account 24 73 124 266
- ----------------------------------------------------------------------------------------------------
Putnam OTC & Emerging Growth Sub-Account 24 74 n/a n/a
- ----------------------------------------------------------------------------------------------------
Putnam U.S. Government and High Quality
Bond Sub-Account 22 68 116 249
- ----------------------------------------------------------------------------------------------------
Putnam Utilities Growth and Income
Sub-Account 22 69 119 254
- ----------------------------------------------------------------------------------------------------
Putnam Vista Sub-Account 24 73 125 268
- ----------------------------------------------------------------------------------------------------
Putnam Voyager Sub-Account 21 65 111 239
- ----------------------------------------------------------------------------------------------------
</TABLE>

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

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

<PAGE>

PUTNAM CAPITAL MANAGER II
(FOR CONTRACTS ISSUED FROM SEPTEMBER 1, 1998 UNTIL APPROXIMATELY
MAY 1, 1990)

- --------------------------------------------------------------------------------
Fee Table
Summary

Contract Owner Transaction Expenses
(All Sub-Accounts)

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

(1) Length of time from premium payment.

(2) The Annual Maintenance Fee is a single $25 charge on a Contract. It is
deducted proportionally from the investment options in use at the time of
the charge. Pursuant to the requirements of the 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 approximated as a 0.05% annual
asset charge based on the experience of the Contracts.

<PAGE>

ANNUAL FUND OPERATING EXPENSES
(as a percentage of net assets)

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
TOTAL FUND
MANAGEMENT OTHER OPERATING
FEES (AFTER EXPENSES (AFTER EXPENSES
ANY FEE ANY EXPENSE (AFTER ANY FEE
WAIVERS) REIMBURSEMENT) WAIVERS AND
EXPENSE
REIMBURSEMENT)
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Putnam VT Asia Pacific Growth Fund 0.80% 0.27% 1.07%
- --------------------------------------------------------------------------------------------------------------
Putnam VT Diversified Income Fund 0.69% 0.11% 0.80%
- --------------------------------------------------------------------------------------------------------------
Putnam VT The George Putnam Fund of Boston (1) 0.49% 0.36% 0.85%
- --------------------------------------------------------------------------------------------------------------
Putnam VT Global Asset Allocation Fund 0.66% 0.11% 0.77%
- --------------------------------------------------------------------------------------------------------------
Putnam VT Global Growth Fund 0.60% 0.15% 0.75%
- --------------------------------------------------------------------------------------------------------------
Putnam VT Growth and Income Fund 0.47% 0.04% 0.51%
- --------------------------------------------------------------------------------------------------------------
Putnam VT Health Sciences Fund (1) 0.56% 0.34% 0.90%
- --------------------------------------------------------------------------------------------------------------
Putnam VT High Yield Fund 0.66% 0.06% 0.72%
- --------------------------------------------------------------------------------------------------------------
Putnam VT International Growth Fund (1) 0.73% 0.47% 1.20%
- --------------------------------------------------------------------------------------------------------------
Putnam VT International Growth and Income Fund 0.80% 0.32% 1.12%
- --------------------------------------------------------------------------------------------------------------
Putnam VT International New Opportunities Fund (1) 0.92% 0.68% 1.60%
- --------------------------------------------------------------------------------------------------------------
Putnam VT Investors Fund (1) 0.52% 0.33% 0.85%
- --------------------------------------------------------------------------------------------------------------
Putnam VT Money Market Fund 0.45% 0.09% 0.54%
- --------------------------------------------------------------------------------------------------------------
Putnam VT New Opportunities Fund 0.58% 0.05% 0.63%
- --------------------------------------------------------------------------------------------------------------
Putnam VT New Value Fund 0.70% 0.15% 0.85%
- --------------------------------------------------------------------------------------------------------------
Putnam VT OTC & Emerging Growth Fund (1) 0.56% 0.34% 0.90%
- --------------------------------------------------------------------------------------------------------------
Putnam VT U.S. Government and High Quality Bond Fund 0.61% 0.08% 0.69%
- --------------------------------------------------------------------------------------------------------------
Putnam VT Utilities Growth and Income Fund 0.67% 0.07% 0.74%
- --------------------------------------------------------------------------------------------------------------
Putnam VT Vista Fund 0.65% 0.22% 0.87%
- --------------------------------------------------------------------------------------------------------------
Putnam VT Voyager Fund 0.54% 0.05% 0.59%
- --------------------------------------------------------------------------------------------------------------
</TABLE>

</TABLE>

*Estimated Management Fees, Other Expenses, and Total Fund Operating Expenses.

<PAGE>

shares) would exceed the annual rate of 0.95%, 0.90%, 1.20%, 1.20%, 1.60%,
0.95%, 1.10%, 1.00% and 1.05%, respectively, of the funds' average net
assets.

EXAMPLE PCM II

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
If you surrender your Contract at the end of the applicable time period, you would pay the following
expenses on a $1,000 investment, assuming a 5% annual return on assets:
- ---------------------------------------------------------------------------------------------------------
SUB-ACCOUNT 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Putnam Asia Pacific Growth Sub-Account $86 $139 $186 $288
- ---------------------------------------------------------------------------------------------------------
Putnam Diversifed Income Sub-Account 83 131 172 261
- ---------------------------------------------------------------------------------------------------------
Putnam The George Putnam Fund Sub-Account 84 133 n/a n/a
- ---------------------------------------------------------------------------------------------------------
Putnam Global Asset Allocation Sub-Account 83 130 170 258
- ---------------------------------------------------------------------------------------------------------
Putnam Global Growth Sub-Account 83 130 169 255
- ---------------------------------------------------------------------------------------------------------
Putnam Growth and Income Sub-Account 80 123 158 232
- ---------------------------------------------------------------------------------------------------------
Putnam Health Sciences Sub-Account 84 134 n/a n/a
- ---------------------------------------------------------------------------------------------------------
Putnam High Yield Sub-Account 82 129 168 252
- ---------------------------------------------------------------------------------------------------------
Putnam International Growth Sub-Account 87 143 192 301
- ---------------------------------------------------------------------------------------------------------
Putnam International Growth and Income
Sub-Account 86 141 188 293
- ---------------------------------------------------------------------------------------------------------
Putnam International New Opportunities
Sub-Account 91 156 212 340
- ---------------------------------------------------------------------------------------------------------
Putnam Investors Sub-Account 84 133 n/a n/a
- ---------------------------------------------------------------------------------------------------------
Putnam Money Market Sub-Account 80 123 158 233
- ---------------------------------------------------------------------------------------------------------
Putnam New Opportunities Sub-Account 81 126 163 243
- ---------------------------------------------------------------------------------------------------------
Putnam New Value Sub-Account 84 133 174 266
- ---------------------------------------------------------------------------------------------------------
Putnam OTC & Emerging Growth Sub-Account 84 134 n/a n/a
- ---------------------------------------------------------------------------------------------------------
Putnam U.S. Government and High Quality
Bond Sub-Account 82 128 166 249
- ---------------------------------------------------------------------------------------------------------
Putnam Utilities Growth and Income
Sub-Account 82 129 169 254
- ---------------------------------------------------------------------------------------------------------
Putnam Vista Sub-Account 84 133 175 289
- ---------------------------------------------------------------------------------------------------------
Putnam Voyager Sub-Account 81 125 161 239
- ---------------------------------------------------------------------------------------------------------
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
If you annuitize your Contract at the end of the applicable time period, you would pay the following
expenses on a $1,000 investment, assuming a 5% annual return on assets:
- ---------------------------------------------------------------------------------------------------------
SUB-ACCOUNT 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ---------------------------------------------------------------------------------------------------------
Putnam Asia Pacific Growth Sub-Account $25 $79 $135 $288
- ---------------------------------------------------------------------------------------------------------
Putnam Diversifed Income Sub-Account 23 71 121 260
- ---------------------------------------------------------------------------------------------------------
Putnam The George Putnam Fund Sub-Account 23 72 n/a n/a
- ---------------------------------------------------------------------------------------------------------
Putnam Global Asset Allocation Sub-Account 22 70 120 257
- ---------------------------------------------------------------------------------------------------------
Putnam Global Growth Sub-Account 22 69 119 255
- ---------------------------------------------------------------------------------------------------------
Putnam Growth and Income Sub-Account 20 62 107 232
- ---------------------------------------------------------------------------------------------------------
Putnam Health Sciences Sub-Account 24 74 n/a n/a
- ---------------------------------------------------------------------------------------------------------
Putnam High Yield Sub-Account 22 68 117 252
- ---------------------------------------------------------------------------------------------------------
Putnam International Growth Sub-Account 27 83 142 301
- ---------------------------------------------------------------------------------------------------------
Putnam International Growth and Income
Sub-Account 26 80 138 293
- ---------------------------------------------------------------------------------------------------------
Putnam International New Opportunities
Sub-Account 31 95 162 340
- ---------------------------------------------------------------------------------------------------------
Putnam Investors Sub-Account 23 72 n/a n/a
- ---------------------------------------------------------------------------------------------------------
Putnam Money Market Sub-Account 20 62 108 233
- ---------------------------------------------------------------------------------------------------------
Putnam New Opportunities Sub-Account 21 65 112 242
- ---------------------------------------------------------------------------------------------------------
Putnam New Value Sub-Account 23 72 124 265
- ---------------------------------------------------------------------------------------------------------
Putnam OTC & Emerging Growth Sub-Account 24 74 n/a n/a
- ---------------------------------------------------------------------------------------------------------
Putnam U.S. Government and High Quality
Bond Sub-Account 21 67 115 249
- ---------------------------------------------------------------------------------------------------------
Putnam Utilities Growth and Income
Sub-Account 22 69 118 254
- ---------------------------------------------------------------------------------------------------------
Putnam Vista Sub-Account 23 73 125 267
- ---------------------------------------------------------------------------------------------------------
Putnam Voyager Sub-Account 20 64 110 238
- ---------------------------------------------------------------------------------------------------------
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
If you do not surrender your Contract, you would pay the following expenses on a $1,000 investment,
assuming a 5% annual return on assets:
- ---------------------------------------------------------------------------------------------------------
SUB-ACCOUNT 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ---------------------------------------------------------------------------------------------------------
Putnam Asia Pacific Growth Sub-Account $26 $79 $136 $288
- ---------------------------------------------------------------------------------------------------------
Putnam Diversifed Income Sub-Account 23 71 122 261
- ---------------------------------------------------------------------------------------------------------
Putnam The George Putnam Fund Sub-Account 24 73 n/a n/a
- ---------------------------------------------------------------------------------------------------------
Putnam Global Asset Allocation Sub-Account 23 70 120 258
- ---------------------------------------------------------------------------------------------------------
Putnam Global Growth Sub-Account 23 70 119 255
- ---------------------------------------------------------------------------------------------------------
Putnam Growth and Income Sub-Account 20 63 108 232
- ---------------------------------------------------------------------------------------------------------
Putnam Health Sciences Sub-Account 24 74 n/a n/a
- ---------------------------------------------------------------------------------------------------------
Putnam High Yield Sub-Account 22 69 118 252
- ---------------------------------------------------------------------------------------------------------
Putnam International Growth Sub-Account 27 83 142 301
- ---------------------------------------------------------------------------------------------------------
Putnam International Growth and Income Sub-Account 26 81 138 293
- ---------------------------------------------------------------------------------------------------------
Putnam International New Opportunities Sub-Account 31 96 162 340
- ---------------------------------------------------------------------------------------------------------
Putnam Investors Sub-Account 24 73 n/a n/a
- ---------------------------------------------------------------------------------------------------------
Putnam Money Market Sub-Account 20 63 108 233
- ---------------------------------------------------------------------------------------------------------
Putnam New Opportunities Sub-Account 21 66 113 243
- ---------------------------------------------------------------------------------------------------------
Putnam New Value Sub-Account 24 73 124 266
- ---------------------------------------------------------------------------------------------------------
Putnam OTC & Emerging Growth Sub-Account 24 74 n/a n/a
- ---------------------------------------------------------------------------------------------------------
Putnam U.S. Government and High Quality
Bond Sub-Account 22 68 116 249
- ---------------------------------------------------------------------------------------------------------
Putnam Utilities Growth and Income Sub-Account 22 69 119 254
- ---------------------------------------------------------------------------------------------------------
Putnam Vista Sub-Account 24 73 125 268
- ---------------------------------------------------------------------------------------------------------
Putnam Voyager Sub-Account 21 65 111 239
- ---------------------------------------------------------------------------------------------------------
</TABLE>

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

<PAGE>

PUTNAM CAPITAL MANAGER III
(FOR CONTRACTS ISSUED FROM MAY 1, 1990 UNTIL APPROXIMATELY JUNE 22, 1994)

FEE TABLE
SUMMARY

CONTRACT OWNER TRANSACTION EXPENSES
(ALL SUB-ACCOUNTS)

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

(1) Length of time from premium payment.

(2) The Annual Maintenance Fee is a single $25 charge on a Contract. It is
deducted proportionally from the investment options in use at the time of
the charge. Pursuant to the requirements of the 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 approximated as a 0.05%
annual asset charge based on the experience of the Contracts.

<PAGE>

ANNUAL FUND OPERATING EXPENSES
(as a percentage of net assets)

</TABLE>

*Estimated Management Fees, Other Expenses, and Total Fund Operating Expenses.

<PAGE>

shares) would exceed the annual rate of 0.95%, 0.90%, 1.20%, 1.20%, 1.60%,
0.95%, 1.10%, 1.00% and 1.05%, respectively, of the funds' average net assets.

EXAMPLE PCM III

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
If you surrender your Contract at the end of the applicable time period, you would pay the following
expenses on a $1,000 investment, assuming a 5% annual return on assets:
- ---------------------------------------------------------------------------------------------------------
SUB-ACCOUNT 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Putnam Asia Pacific Growth Sub-Account $96 $129 $166 $288
- ---------------------------------------------------------------------------------------------------------
Putnam Diversifed Income Sub-Account 93 121 152 261
- ---------------------------------------------------------------------------------------------------------
Putnam The George Putnam Fund Sub-Account 94 123 n/a n/a
- ---------------------------------------------------------------------------------------------------------
Putnam Global Asset Allocation Sub-Account 93 120 150 258
- ---------------------------------------------------------------------------------------------------------
Putnam Global Growth Sub-Account 93 120 149 255
- ---------------------------------------------------------------------------------------------------------
Putnam Growth and Income Sub-Account 90 113 138 232
- ---------------------------------------------------------------------------------------------------------
Putnam Health Sciences Sub-Account 94 124 n/a n/a
- ---------------------------------------------------------------------------------------------------------
Putnam High Yield Sub-Account 92 119 148 252
- ---------------------------------------------------------------------------------------------------------
Putnam International Growth Sub-Account 97 133 172 301
- ---------------------------------------------------------------------------------------------------------
Putnam International Growth and Income
Sub-Account 96 131 168 293
- ---------------------------------------------------------------------------------------------------------
Putnam International New Opportunities
Sub-Account 101 146 192 340
- ---------------------------------------------------------------------------------------------------------
Putnam Investors Sub-Account 94 123 n/a n/a
- ---------------------------------------------------------------------------------------------------------
Putnam Money Market Sub-Account 90 113 138 233
- ---------------------------------------------------------------------------------------------------------
Putnam New Opportunities Sub-Account 91 116 143 243
- ---------------------------------------------------------------------------------------------------------
Putnam New Value Sub-Account 94 123 154 266
- ---------------------------------------------------------------------------------------------------------
Putnam OTC & Emerging Growth Sub-Account 94 124 157 271
- ---------------------------------------------------------------------------------------------------------
Putnam U.S. Government and High Quality
Bond Sub-Account 92 118 n/a n/a
- ---------------------------------------------------------------------------------------------------------
Putnam Utilities Growth and Income
Sub-Account 92 119 149 254
- ---------------------------------------------------------------------------------------------------------
Putnam Vista Sub-Account 94 123 155 268
- ---------------------------------------------------------------------------------------------------------
Putnam Voyager Sub-Account 91 115 141 239
- ---------------------------------------------------------------------------------------------------------
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
If you annuitize your Contract at the end of the applicable time period, you would pay the following
expenses on a $1,000 investment, assuming a 5% annual return on assets:
- ---------------------------------------------------------------------------------------------------------
SUB-ACCOUNT 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ---------------------------------------------------------------------------------------------------------
Putnam Asia Pacific Growth Sub-Account $25 $79 $135 $288
- ---------------------------------------------------------------------------------------------------------
Putnam Diversifed Income Sub-Account 23 71 121 260
- ---------------------------------------------------------------------------------------------------------
Putnam The George Putnam Fund Sub-Account 23 72 n/a n/a
- ---------------------------------------------------------------------------------------------------------
Putnam Global Asset Allocation Sub-Account 22 70 120 257
- ---------------------------------------------------------------------------------------------------------
Putnam Global Growth Sub-Account 22 69 119 255
- ---------------------------------------------------------------------------------------------------------
Putnam Growth and Income Sub-Account 20 62 107 232
- ---------------------------------------------------------------------------------------------------------
Putnam Health Sciences Sub-Account 24 74 n/a n/a
- ---------------------------------------------------------------------------------------------------------
Putnam High Yield Sub-Account 22 68 117 252
- ---------------------------------------------------------------------------------------------------------
Putnam International Growth Sub-Account 27 83 142 301
- ---------------------------------------------------------------------------------------------------------
Putnam International Growth and Income
Sub-Account 26 80 138 293
- ---------------------------------------------------------------------------------------------------------
Putnam International New Opportunities
Sub-Account 31 95 162 340
- ---------------------------------------------------------------------------------------------------------
Putnam Investors Sub-Account 23 72 n/a n/a
- ---------------------------------------------------------------------------------------------------------
Putnam Money Market Sub-Account 20 62 108 233
- ---------------------------------------------------------------------------------------------------------
Putnam New Opportunities Sub-Account 21 65 112 242
- ---------------------------------------------------------------------------------------------------------
Putnam New Value Sub-Account 23 72 124 265
- ---------------------------------------------------------------------------------------------------------
Putnam OTC & Emerging Growth Sub-Account 24 74 126 270
- ---------------------------------------------------------------------------------------------------------
Putnam U.S. Government and High Quality
Bond Sub-Account 21 67 n/a n/a
- ---------------------------------------------------------------------------------------------------------
Putnam Utilities Growth and Income
Sub-Account 22 69 118 254
- ---------------------------------------------------------------------------------------------------------
Putnam Vista Sub-Account 23 73 125 267
- ---------------------------------------------------------------------------------------------------------
Putnam Voyager Sub-Account 20 64 110 238
- ---------------------------------------------------------------------------------------------------------
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
If you do not surrender your Contract, you would pay the following expenses on a $1,000 investment,
assuming a 5% annual return on assets:
- ---------------------------------------------------------------------------------------------------------
SUB-ACCOUNT 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ---------------------------------------------------------------------------------------------------------
Putnam Asia Pacific Growth Sub-Account $26 $79 $136 $288
- ---------------------------------------------------------------------------------------------------------
Putnam Diversifed Income Sub-Account 23 71 122 261
- ---------------------------------------------------------------------------------------------------------
Putnam The George Putnam Fund Sub-Account 24 73 n/a n/a
- ---------------------------------------------------------------------------------------------------------
Putnam Global Asset Allocation Sub-Account 23 70 120 258
- ---------------------------------------------------------------------------------------------------------
Putnam Global Growth Sub-Account 23 70 119 255
- ---------------------------------------------------------------------------------------------------------
Putnam Growth and Income Sub-Account 20 63 108 232
- ---------------------------------------------------------------------------------------------------------
Putnam Health Sciences Sub-Account 24 74 n/a n/a
- ---------------------------------------------------------------------------------------------------------
Putnam High Yield Sub-Account 22 69 118 252
- ---------------------------------------------------------------------------------------------------------
Putnam International Growth Sub-Account 27 83 142 301
- ---------------------------------------------------------------------------------------------------------
Putnam International Growth and Income
Sub-Account 26 81 138 293
- ---------------------------------------------------------------------------------------------------------
Putnam International New Opportunities
Sub-Account 31 96 162 340
- ---------------------------------------------------------------------------------------------------------
Putnam Investors Sub-Account 24 73 n/a n/a
- ---------------------------------------------------------------------------------------------------------
Putnam Money Market Sub-Account 20 63 108 233
- ---------------------------------------------------------------------------------------------------------
Putnam New Opportunities Sub-Account 21 66 113 243
- ---------------------------------------------------------------------------------------------------------
Putnam New Value Sub-Account 24 73 124 266
- ---------------------------------------------------------------------------------------------------------
Putnam OTC & Emerging Growth Sub-Account 24 74 127 271
- ---------------------------------------------------------------------------------------------------------
Putnam U.S. Government and High Quality
Bond Sub-Account 22 68 n/a n/a
- ---------------------------------------------------------------------------------------------------------
Putnam Utilities Growth and Income
Sub-Account 22 69 119 254
- ---------------------------------------------------------------------------------------------------------
Putnam Vista Sub-Account 24 73 125 268
- ---------------------------------------------------------------------------------------------------------
Putnam Voyager Sub-Account 21 65 111 239
- ---------------------------------------------------------------------------------------------------------
</TABLE>

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

<PAGE>

ACCUMULATION UNIT VALUES
(For an accumulation unit outstanding throughout the period)

The following information has been derived from the audited financial
statements of the separate account, which have been audited by Arthur
Andersen LLP, independent public accountants, as indicated in their report
with respect thereto, and should be read in conjuction with those statements
which are included in the Statement of Additional Information, which is
incorporated by reference in this Prospectus. The George Putnam Fund
Sub-Account. Putnam Health Sciences Sub-Account. Putnam Investors
Sub-Account, and Putnam OTC & Emerging Growth Sub-Account are new
Sub-Accounts and are not shown below.

<TABLE>
<CAPTION>
1997 1996 1995 1994 1993 1992 1991 1990 1989 1988
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PUTNAM ASIA PACIFIC GROWTH SUB-ACCOUNT
(Inception date May 1, 1995)
Accumulation unit value at beginning
of period $10.903 $10.135 $10.000 - - - - - - -
Accumulation unit value at end of
period $9.176 $10.903 $10.135 - - - - - - -
Number of accumulation units
outstanding at end of period
(in thousands) 4,108 4,437 1,040 - - - - - - -
PUTNAM DIVERSIFIED INCOME SUB-ACCOUNT
(Inception date September 15,1993)
Accumulation unit value at beginning
of period $12.127 $11.302 $9.622 $10.188 $10.000 - - - - -
Accumulation unit value at end of period $12.841 $12.127 $11.302 $9.622 $10.188 - - - - -
Number of accumulation units outstanding
at end of period (in thousands) 24,442 20,955 14,967 13,403 4,428 - - - - -
PUTNAM GLOBAL ASSET ALLOCATION
SUB-ACCOUNT
(Inception date February 1, 1988)
Accumulation unit value at
beginning of period $22.902 $20.087 $16.355 $16.988 $14.665 $13.992 $11.922 $12.068 10.545 $10.000
Accumulation unit value at end of
period $27.026 $22.902 $20.087 $16.355 $16.988 $14.665 $13.992 $11.922 12.068 $10.545
Number of accumulation units
outstanding at end of period
(in thousands) 17,958 17,521 16,019 16,507 12,914 8,580 5,829 4,300 3,293 2,274

<PAGE>

PUTNAM GLOBAL GROWTH SUB-ACCOUNT
(Inception date May 1, 1990)
Accumulation unit value at beginning of
period $17.294 $14.963 $13.119 $13.432 $10.289 $10.472 $9.233 $10.000 - -
Accumulation unit value at end of period $19.497 $17.294 $14.963 $13.119 $13.432 $10.289 $10.472 $9.233 - -
Number of accumulation units outstanding
at end of period (in thousands) 36,912 36,757 29,701 30,285 17,711 7,638 3,800 1,405 - -
PUTNAM GROWTH AND INCOME SUB-ACCOUNT
(Inception date February 1, 1988)
Accumulation unit value at beginning of
period $32.703 $27.201 $20.178 $20.390 $18.096 $16.720 $14.243 $14.166 11.848 $10.000
Accumulation unit value at end of period $40.036 $32.703 $27.201 $20.178 $20.390 $18.096 $16.720 $14.243 14.166 $11.848
Number of accumulation units outstanding
at end of period (in thousands) 108,147 96,383 76,865 67,016 53,464 32,856 19,420 10,888 7,037 2,187
PUTNAM HIGH YIELD
SUB-ACCOUNT (Inception date February 1,
1988)
Accumulation unit value at beginning of
period $22.682 $20.390 $17.476 $17.890 $15.173 $12.932 $9.055 $10.200 10.624 $10.000
Accumulation unit value at end of period $25.575 $22.682 $20.390 $17.476 $17.890 $15.173 $12.932 $9.055 10.200 $10.624
Number of accumulation units outstanding
at end of period (in thousands) 17,697 16,479 13,646 11,462 11,174 7,076 3,296 2,072 2,680 1,822
PUTNAM INTERNATIONAL GROWTH SUB-ACCOUNT
(Inception date January 2, 1997)
Accumulation unit value at beginning of
period $10.000 - - - - - - - - -
Accumulation unit value at end of period $11.451 - - - - - - - - -
Number of accumulation units outstanding
at end of period (in thousands) 4,787 - - - - - - - - -

<PAGE>

PUTNAM INTERNATIONAL GROWTH AND INCOME
SUB-ACCOUNT (Inception date January 2,
1997)
Accumulation unit value at beginning of
period $10.000 - - - - - - - - -
Accumulation unit value at end of period $11.776 - - - - - - - - -
Number of accumulation units outstanding
at end of period (in thousands) 7,320 - - - - - - - - -
PUTNAM INTERNATIONAL NEW OPPORTUNITIES
SUB-ACCOUNT (Inception date January 2,
1997)
Accumulation unit value at beginning of
period $10.000 - - - - - - - - -
Accumulation unit value at end of period $9.850 - - - - - - - - -
Number of accumulation units outstanding
at end of period (in thousands) 4,026 - - - - - - - - -
PUTNAM MONEY MARKET SUB-ACCOUNT
(Inception date February 1, 1988)
Accumulation unit value at beginning of
period $1.429 $1.379 $ 1.325 $1.294 $1.277 $1.250 $1.197 $1.124 1.045 $1.000
Accumulation unit value at end of period $1.483 $1.429 $ 1.379 $1.325 $1.294 $1.277 $1.250 $1.197 1.124 $1.045
Number of accumulation units outstanding
at end of period (in thousands) 136,311 140,033 107,934 144,950 86,677 80,182 62,638 64,849 21,986 13,212
PUTNAM NEW OPPORTUNITIES
SUB-ACCOUNT (Inception date May 2, 1994)
Accumulation unit value at beginning of
period $16.635 $15.312 $10.718 $10.000 - - - - - -
Accumulation unit value at end of period $20.223 $16.635 $15.312 $10.718 - - - - - -
Number of accumulation units outstanding
at end of period (in thousands) 42,525 38,289 15,860 3,681 - - - - - -

<PAGE>

PUTNAM NEW VALUE SUB-ACCOUNT
(Inception date January 2, 1997)
Accumulation unit value at beginning of
period $10.000 - - - - - - - - -
Accumulation unit value at end of period $11.597 - - - - - - - - -
Number of accumulation units outstanding
at end of period (in thousands) 6,466 - - - - - - - - -
PUTNAM U.S. GOVERNMENT AND HIGH QUALITY
BOND SUB-ACCOUNT (Inception date
February 1, 1988)
Accumulation unit value at beginning of
period $18.631 $18.448 $15.533 $16.277 $14.833 $13.994 $12.100 $11.414 10.150 $10.000
Accumulation unit value at end of period $19.959 $18.631 $18.448 $15.533 $16.277 $14.833 $13.994 $12.100 11.414 $10.150
Number of accumulation units outstanding
at end of period (in thousands 26,461 29,395 30,489 33,516 37,806 27,611 16,368 8,107 5,399 2,786
PUTNAM UTILITIES GROWTH AND INCOME
SUB-ACCOUNT (Inception date May 4, 1992)
Accumulation unit value at beginning of
period $16.072 $14.075 $10.889 $11.876 $10.618 $10.000 - - - -
Accumulation unit value at end of period $20.143 $16.072 $14.075 $10.889 $11.876 $10.618 - - - -
Number of accumulation units outstanding
at end of period (in thousands) 22,198 23,096 22,892 23,090 26,176 5,956 - - - -
PUTNAM VISTA SUB-ACCOUNT (Inception
date January 2, 1997) Accumulation unit
value at beginning of period $10.000 - - - - - - - - -
Accumulation unit value at end of period $12.151 - - - - - - - - -
Number of accumulation units outstanding
at end of period (in thousands) 5,662 - - - - - - - - -

<PAGE>

PUTNAM VOYAGER SUB-ACCOUNT
(Inception date February 1, 1988)
Accumulation unit value at beginning of
period $36.228 $32.520 $23.445 $23.530 $20.102 $18.472 $12.822 $13.272 10.170 $10.000
Accumulation unit value at end of period $45.197 $36.228 $32.520 $23.445 $23.530 $20.102 $18.472 $12.822 13.272 $10.170
Number of accumulation units outstanding
at end of period (in thousands) 47,284 45,912 36,379 29,315 21,915 14,667 8,419 3,714 2,968 762
</TABLE>

<PAGE>

SUMMARY

WHAT IS THE CONTRACT AND HOW MAY I PURCHASE ONE?

The Contract offered is a tax deferred Variable Annuity Contract (see
"Taxation of Annuities in General," page 47). Generally, the Contract is
purchased by completing an application or an order to purchase a Contract and
submitting it, along with the initial Premium Payments, to Hartford for its
approval. The minimum initial Premium Payment is $1,000. Certain plans may make
smaller initial and subsequent periodic premium payments. Subsequent Premium
Payments, if made, must be a minimum of $500, or if you are in the InvestEase
Program the minimum premium payment is $50. Generally, a Contract Owner may
exercise his right to cancel the contract within 10 days of delivery of the
Contract by returning the Contract to Hartford at its Home Office. If the
Contract Owner exercises his right to cancel, Hartford will return either the
contract value on the original premium payments to the contract owner. The
duration of the right to cancel period and Hartford's obligation to either
return the contract value on the original premium will depend on state law.
(See "Right to Cancel Period," page 26.)

For a description of Contracts issued from October 15, 1986 until
approximately September 1, 1988 (Putnam Capital Manager I), see Appendix I
commencing on page 57.

For a description of Contracts issued from September 1, 1988 until May 1,
1990 (Putnam Capital Manager II) see Appendix II commencing on page 59.

WHO MAY PURCHASE THE CONTRACT?

Any individual, group or trust may purchase the Contract, including any
trustee or custodian for a retirement plan which qualifies for special federal
tax treatment under the Internal Revenue Code including individual retirement
annuities ("Qualified Contracts"). These Contracts are also available for IRA's.
(See "Federal Tax Considerations" commencing on page 47 and Appendix III
commencing on page 61.)

WHAT TYPES OF INVESTMENTS ARE AVAILABLE UNDER THE CONTRACT?

The underlying investments for the Contract are shares of Putnam Variable
Trust, an open-end series investment company with multiple portfolios ("the
Funds") as follows: Putnam VT Asia Pacific Growth Fund, Putnam VT Diversified
Income Fund, Putnam VT The George Putnam Fund of Boston, Putnam VT Global Asset
Allocation Fund, Putnam VT Global Growth Fund, Putnam VT Growth and Income Fund,
Putnam VT Health Sciences Fund, Putnam VT High Yield Fund, Putnam VT
International Growth Fund, Putnam VT International Growth and Income Fund,
Putnam VT International New Opportunities Fund, Putnam VT Investors Fund, Putnam
VT Money Market Fund, Putnam VT New Opportunities Fund, Putnam VT New Value
Fund, Putnam VT OTC & Emerging Growth Fund, Putnam VT U.S. Government and High
Quality Bond Fund, Putnam VT Utilities Growth and Income Fund, Putnam VT Vista
Fund, Putnam VT Voyager Fund, and such other Funds as shall be offered from time
to time, and the Fixed Account, or a combination of the Funds and the Fixed
Account. (See "The Funds" commencing on page 30 and "The Fixed Account"
commencing on page 28.)

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<PAGE>

WHAT ARE THE CHARGES UNDER THE CONTRACTS?

SALES EXPENSES

There is no deduction for sales expenses from Premium Payments when made.
However, a contingent deferred sales charge may be assessed against Contract
Values when they are surrendered. (See "Contingent Deferred Sales Charges"
commencing on page 39.)

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

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

No contingent deferred sales charge will be assessed in the event of death
of the Annuitant or Contract Owner, or upon the exercise of the withdrawal
privilege or if Contract Values are applied to an Annuity option provided for
under the Contract (except that a surrender out of Annuity Option Four will be
subject to a contingent deferred sales charge where applicable). (See
"Contingent Deferred Sales Charges" commencing on page 30.)

FREE WITHDRAWAL PRIVILEGE

Withdrawals of up to 10% per Contract Year, on a noncumulative basis, of
the Premium Payments made to a Contract may be made without the imposition of
the contingent deferred sales charge. (See "Contingent Deferred Sales Charges"
commencing on page 30.) Certain plans or programs may have different
withdrawal privileges.

MORTALITY AND EXPENSE RISKS

For assuming the mortality and expense risks under the Contract, Hartford
will impose a

22
<PAGE>

1.25% per annum charge against all Contract Values held in the Sub-Accounts.
(See "Mortality and Expense Risk Charge," page 41.)

ADMINISTRATION CHARGE AND ANNUAL MAINTENANCE FEE

The Contract provides for administration and Contract maintenance charges.
For administration, the charge is .15% per annum against all Contract Values
held in the Separate Account. For Contract maintenance, the charge is $30
annually. (See "Administration and Maintenance Fees," page 42.) Contracts with
a Contract Value of $50,000 or more at time of Contract Anniversary will not be
assessed this fee.

PREMIUM TAXES

A deduction will be made for Premium Taxes for Contracts sold in certain
states. (See "Premium Taxes," page 43.)

CHARGES BY THE FUNDS

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

CAN I GET MY MONEY IF I NEED IT?

Subject to any applicable charges, the Contract may be surrendered, or
portions of the value of such Contract may be withdrawn, at any time prior to
the Annuity Commencement Date. However, if less than $500 remains in a Contract
as a result of a withdrawal, Hartford may terminate the Contract in its
entirety. (See "Redemption/Surrender of a Contract," page 36.)

DOES THE CONTRACT PAY ANY DEATH BENEFITS?

A Death Benefit is provided in the event of death of the Annuitant or
Contract Owner or Joint Contract Owner prior to age 85 and before Annuity
payments have commenced. (See "Death Benefit," page 38.)

WHAT ARE THE AVAILABLE ANNUITY OPTIONS UNDER THE CONTRACT?

There are five available Annuity options under the Contract which are
described on page 43. The Annuity Commencement Date may not be deferred beyond
the Annuitant's 90th birthday except in certain states where the Annuity
Commencement Date may not be deferred beyond the Annuitant's 85th birthday. If a
Contract Owner does not elect otherwise, the Contract Value less applicable
premium taxes will be applied on the Annuity Commencement Date under the second
option to provide a life annuity with 120 monthly payments certain.

23
<PAGE>

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

Contract Owners will have the right to vote on matters affecting an
underlying Fund to the extent that proxies are solicited by such Fund. If a
Contract Owner does not vote, Hartford shall vote such interests in the same
proportion as shares of the Fund for which instructions have been received by
Hartford. (See "Voting Rights," page 54.)

PERFORMANCE RELATED INFORMATION

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

Putnam Asia Pacific Growth Sub-Account, Putnam Diversified Income
Sub-Account, Putnam The George Putnam Fund Sub-Account of Boston, Putnam
Global Asset Allocation Sub-Account, Putnam Global Growth Sub-Account, Putnam
Growth and Income Sub-Account, Putnam Health Sciences Sub-Account, Putnam
High Yield Sub-Account, Putnam International Growth Sub-Account, Putnam
International Growth and Income Sub-Account, Putnam International New
Opportunities Sub-Account, Putnam Investors Sub-Account, Putnam Money Market
Sub-Account, Putnam New Opportunities Sub-Account, Putnam New Value
Sub-Account, Putnam OTC & Emerging Growth Sub-Account, Putnam U.S. Government
and High Quality Bond Sub-Account, Putnam Utilities Growth and Income
Sub-Account, Putnam Vista Sub-Account, and Putnam Voyager Sub-Account may
include total return in advertisements or other sales material.

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

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

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

24
<PAGE>

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

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

INTRODUCTION

This Prospectus has been designed to provide you with the necessary
information to make a decision on purchasing a tax deferred Variable Annuity
Contract offered by Hartford and funded by the Fixed Account and/or a series
of the Separate Account. Please read the Glossary of Special Terms on pages
4, 5 and 6 prior to reading this Prospectus to familiarize yourself with the
terms being used.

THE CONTRACT

The Putnam Hartford Capital Manager Plan is a tax deferred Variable Annuity
Contract. Payments for the Contract will be held in the Fixed Account and/or a
series of the Separate Account. Initially there are no deductions from your
Premium Payments (except for Premium Taxes, if applicable) so your entire
Premium Payment is put to work in the investment Sub-Account(s) of your choice
or the Fixed Account. Each Sub-Account invests in a different underlying Fund
with its own distinct investment objectives. You pick the Sub-Account(s) with
the investment objectives that meet your needs. You may select one or more
Sub-Accounts and/or the Fixed Account and determine the percentage of your
Premium Payment that is put into a Sub-Account or the Fixed Account. You may
also transfer assets among the Sub-Accounts and the Fixed Account so that your
investment program meets your specific needs over time. There are minimum
requirements for investing in each Sub-Account and the Fixed Account which are
described later in this Prospectus. In addition, there are certain other
limitations on withdrawals and transfers of amounts in the Sub-Accounts and the
Fixed Account as described in this Prospectus. See "Charges Under the Contract,"
page 39, for a description of the charges for redeeming a Contract and other
charges made under the Contract.

Generally, the Contract contains the five optional forms of Annuity
described later in this Prospectus. Options 2, 4 and 5 are available with
respect to Qualified Contracts only if the guaranteed payment period is less
than the life expectancy of the Annuitant at the time the option

25
<PAGE>

becomes effective. Such life expectancy shall be computed on the basis of the
mortality table prescribed by the IRS, or if none is prescribed, the mortality
table then in use by Hartford.

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

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

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

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

RIGHT TO CANCEL PERIOD

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

THE SEPARATE ACCOUNT

The Separate Account was established on June 22, 1987, in accordance with
authorization

26
<PAGE>

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

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

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

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

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

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

27
<PAGE>

THE FIXED ACCOUNT

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

Premium Payments and Contract Values allocated to the Fixed Account become
a part of the general assets of Hartford. Hartford invests the assets of the
General Account in accordance with applicable laws governing investments of
Insurance Company General Accounts.

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

DOLLAR COST AVERAGING PLUS PROGRAM From time to time, Hartford may credit
increased interest rates to Contract Owners under certain programs
established at the discretion of Hartford. Contract Owners may enroll in a
special pre-authorized transfer program known as Hartford's Dollar Cost
Averaging Bonus Program (the "Program"). Under this Program, Contract Owners
who enroll may allocate a minimum of $5,000 of their Premium Payment into the
Program (Hartford may allow a lower minimum Premium 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
Premium Payments and accrued interest must be transferred to the selected
Sub-Accounts in 3 to 6 months. Under the 12

28
<PAGE>

Month Transfer Program, the interest rate can accrue up to 12 months and all
Premium 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.

The pre-authorized transfers will begin within 15 days after the initial Program
Premium Payment and complete enrollment instructions are received by Hartford.
If complete Program enrollment instructions are not received by Hartford within
15 days of receipt of the initial Program Premium Payment, the Program will be
voided and the entire balance in the Program will be credited with the
non-Program interest rate then in effect for the Fixed Account.

Any subsequent Premium Payments received by Hartford within the Program period
selected will be allocated to the Sub-Accounts over the remainder of that
Program transfer period, unless otherwise directed by the Contract Owner.

A Contract Owner may only have one dollar cost averaging program in place at one
time, this includes one standard dollar cost averaging plan or one Dollar Cost
Averaging Plus Program.

Contract Owners may elect to terminate the pre-authorized transfers by calling
or writing Hartford of their intent to cancel their enrollment in the Program.
Upon cancellation of enrollment in the Program, Contract Owners will no longer
receive the increased interest rate. Hartford reserves 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 Hartford to determine if it is available in your state.

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 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 ultimately controlled by The Hartford Financial Services
Group, Inc., one of the largest financial service providers in the United
States.

HARTFORD RATINGS

- ----------------------------------------------------------------------------------------------------
RATING AGENCY EFFECTIVE RATING BASIS OF RATING
DATE 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 Claims paying ability
- ----------------------------------------------------------------------------------------------------
Duff & Phelps 1/23/98 AA+ Claims paying ability
- ----------------------------------------------------------------------------------------------------

</TABLE>

29
<PAGE>

THE FUNDS

The underlying investments for the Contracts are 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.

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 at least 80% of its assets (other than
assets invested in U.S. government securities, short-term debt obligations, and
cash or money market instruments) in

30
<PAGE>

common stocks and other securities of companies in the health sciences
industries.

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

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

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

PUTNAM VT 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.

31
<PAGE>

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.

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

PUTNAM VT UTILITIES GROWTH AND INCOME FUND
Seeks capital growth and current income by concentrating its investments in debt
and equity securities issued by companies in the public utilities industries.

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

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

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

The Funds are available only to serve as the underlying investment for
variable annuity and variable life Contracts. A full description of the Funds,
their investment objectives, policies and

32
<PAGE>

restrictions, risks, charges and expenses and other aspects of their operation
are contained in the accompanying Trust prospectus which should be read in
conjunction with this Prospectus before investing, and in the Trust's Statement
of Additional Information which may be ordered without charge from Putnam
Investor Services, Inc.

It is conceivable that in the future it may be disadvantageous for variable
annuity separate accounts and variable life insurance separate accounts to
invest in the Funds simultaneously. Although Hartford and the Funds do not
currently foresee any such disadvantages either to variable annuity Contract
Owners or to variable life insurance Policyowners, the Trust's Board of Trustees
would monitor events in order to identify any material conflicts between such
Contract Owners and Policyowners and to determine what action, if any, should be
taken in response thereto. If the Board of Trustees of the Funds were to
conclude that separate funds should be established for variable life and
variable annuity separate accounts, the variable annuity Contract Owners would
not bear any expenses attendant upon establishment of such separate funds.

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

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

OPERATION OF THE CONTRACT/ACCUMULATION PERIOD

PREMIUM PAYMENTS

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

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<PAGE>

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

The minimum initial Premium Payment is $1,000. Subsequent Premium Payments,
if made, must be a minimum of $500, or if you are in the InvestEase Program
the minimum Premium Payment is $50. Certain plans may make smaller initial and
subsequent periodic payments. Each Premium Payment may be split among the
various Sub-Accounts and the Fixed Account subject to minimum amounts then in
effect.

VALUE OF ACCUMULATION UNITS

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

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

VALUE OF THE FIXED ACCOUNT

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

VALUE OF THE CONTRACT

The value of the Sub-Account investments under your Contract at any time
prior to the commencement of Annuity payments can be determined by multiplying
the total number of Accumulation Units credited to your Contract in each
Sub-Account by the then current Accumulation Unit values for the applicable
Sub-Account. The value of the Fixed Account under your Contract will be the
amount allocated to the Fixed Account plus interest credited. You will be
advised at least semi-annually of the number of Accumulation Units credited to
each Sub-

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<PAGE>

Account, the current Accumulation Unit values, the Fixed Account Value, and the
total value of your Contract.

TRANSFERS AMONG SUB-ACCOUNTS

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

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

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

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

TRANSFERS BETWEEN THE FIXED ACCOUNT AND THE SUB-ACCOUNTS

Subject to the restrictions set forth above, transfers from the Fixed
Account into a Sub-Account may be made at any time during the Contract Year. The
maximum amount which may be transferred from the Fixed Account during any
Contract Year is the greater of 30% of the Fixed Account balance as of the last
Contract Anniversary or the greatest amount of any prior transfer from the Fixed
Account. If Hartford permits preauthorized transfers from the Fixed Account to
the Sub-Accounts, this restriction is inapplicable. However, if any interest
rate is renewed at a rate at least one percentage point less than the previous
rate, the Contract Owner may elect to transfer up

35
<PAGE>

to 100% of the funds receiving the reduced rate within sixty days of
notification of the interest rate decrease. Generally, transfers may not be made
from any Sub-Account into the Fixed Account for the six-month period following
any transfer from the Fixed Account into one or more of the Sub-Accounts.
Hartford reserves the right to modify the limitations on transfers from the
Fixed Account and to defer transfers from the Fixed Account for up to six months
from the date of request.

REDEMPTION/SURRENDER OF A CONTRACT

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

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

PARTIAL SURRENDERS. The Contract Owner may make a partial surrender of
Contract Values at any time prior to the Annuity Commencement Date so long as
the amount surrendered is at least equal to the minimum amount rules then in
effect. Additionally, if the remaining Contract Value following a surrender is
less than $500 (and, for Texas Contracts, there were no Premium Payments made
during the preceding two Contract Years), Hartford may terminate the Contract
and pay the Termination Value.

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

TELEPHONE SURRENDER PRIVILEGES. Hartford permits partial surrenders by telephone
subject to dollar amount limitations in effect at the time a Contract Owner
requests the surrender. To request partial surrenders by telephone, a Contract
Owner must have completed and returned to Hartford a Telephone Redemption
Program Enrollment Form authorizing telephone surrenders. If there are joint
Contract Owners, both must authorize Hartford to accept telephone instructions
and agree that Hartford may accept telephone instructions for partial surrenders
from either Contract Owner. Partial surrender requests will not be honored until
Hartford receives all required documents in proper form.

Telephone authorization will remain valid until (a) Hartford receives written
notice of revocation by a Contract Owner, or, in the case of joint Contract
Owners, written notice from either

36
<PAGE>

Contract Owner; (b) Hartford discontinues the privilege; or (c) Hartford has
reason to believe that a Contract Owner has entered into a market timing
agreement with an investment adviser and/or broker/dealer.

Hartford may record any telephone calls to verify data concerning transactions
and may adopt other procedures to confirm that telephone instructions are
genuine. Hartford 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, Hartford must receive
telephone surrender instructions prior to the close of trading on the New York
Stock Exchange (generally 4:00 p.m.).

Hartford may modify, suspend, or terminate telephone transaction privileges at
any time.

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

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

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

ANY SUCH FULL OR PARTIAL SURRENDER DESCRIBED ABOVE MAY RESULT IN ADVERSE
TAX CONSEQUENCES TO THE CONTRACT OWNER. THE CONTRACT OWNER, THEREFORE, SHOULD
CONSULT WITH HIS TAX ADVISER BEFORE UNDERTAKING ANY SUCH SURRENDER. (SEE
"FEDERAL TAX CONSIDERATIONS" COMMENCING ON PAGE 47.)

Payment on any request for a full or partial surrender from the
Sub-Accounts and/or the Fixed Account will be made as soon as possible and in
any event no later than seven days after the written request is received by
Hartford at its Home Office, Attn: Individual Annuity Operations, P.O. Box 5085,
Hartford, CT 06102-5085. Hartford may defer payment of any amounts from the
Fixed Account for up to six months from the date of the request for surrender.
If Hartford defers payment for more than 30 days, Hartford will pay interest of
at least 3% per annum on the amount deferred. In requesting a partial withdrawal
you should specify the Fixed Account and/or the Sub-Account(s) from which the
partial withdrawal is to be taken. Otherwise, such withdrawal and any

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<PAGE>

applicable contingent deferred sales charges will be effected on a pro rata
basis according to the value in the Fixed Account and each Sub-Account under a
Contract. Within this context, the contingent deferred sales charges are taken
from the Premium Payments in the order in which they were received: from the
earliest Premium Payments to the latest Premium Payments. (See "Contingent
Deferred Sales Charges," page 39.)

DEATH BENEFIT

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

PAYMENT OF DEATH BENEFIT - Death Benefit proceeds will remain invested in
the Separate Account in accordance with the allocation instructions given by the
Contract Owner until the proceeds are paid or Hartford receives new instructions
from the Beneficiary. The death Benefit may be taken in one sum, payable within
7 days after the date Due Proof of Death is received, or under any of the
settlement options then being offered by the Company provided, however, that:
(a) in the event of the death of any Contract Owner prior to the Annuity
Commencement Date, the entire interest in the Contract will be distributed
within 5 years after the death of the Contract Owner and (b) in the event of the
death of any Contract Owner or Annuitant which occurs on or after the Annuity
Commencement Date, any remaining interest in the Contract will be paid at least
as rapidly as under the method of distribution in effect at the time of death,
or, if the benefit is payable over a period not extending beyond the life
expectancy of the Beneficiary or over the life of the Beneficiary, such
distribution must commence within one year of the date of death.

Notwithstanding the foregoing, in the event of the Contract Owner's death
where the sole Beneficiary is the spouse of the Contract Owner and the Annuitant
or Contingent Annuitant is living, such spouse may elect, in lieu of receiving
the death benefit, to be treated as the Contract

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<PAGE>

Owner. The proceeds due on the death may be applied to provide variable
payments, fixed payments, or a combination of variable and fixed payments.

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

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

For a discussion of the manner in which Annuity payments are determined and
may vary from month to month see "Determination of Payment Amount," page 45.

CHARGES UNDER THE CONTRACT

CONTINGENT DEFERRED SALES CHARGES

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

A Contract Owner who chooses to surrender a Contract in full who has
not yet withdrawn the Annual Withdrawal Amount during the current Contract
Year (as described at page 41 below under the sub-heading "Confinement in a
Hospital, Long Term Care Facility or Nursing Home") may, depending upon the
amount of investment gain experienced under the Contract, reduce the amount
of any contingent deferred sales charge paid by first withdrawing the Annual
Withdrawal Amount and then requesting a full surrender of the Contract.
Currently, regardless of whether a Contract Owner first requests a partial
withdrawal of the Annual Withdrawal Amount, upon receiving a request for a
full surrender of a Contract, Hartford assesses any applicable contingent
deferred sales charge against the surrender proceeds representing the lesser
of: (1) aggregate Premium Payments under the Contract not previously
withdrawn; and (2) the Contract Value, less the Annual Withdrawal Amount
available at the time of the full surrender, less the Contract Maintenance
Fee.

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

39
<PAGE>

LENGTH OF TIME
CHARGE FROM PREMIUM PAYMENT
------ --------------------
(NUMBER OF YEARS)
<S> <C> <C>

7% 1
6% 2
5% 3
4% 4
3% 5
2% 6
1% 7
0% 8 or more
</TABLE>

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

In the case of a redemption in which you request a certain dollar amount be
withdrawn, the sales charge is deducted from the amount withdrawn and the
balance is paid to you. Example: You request a total withdrawal of $1,000 and
the applicable sales load is 5%. Your Sub-Account(s) and/or the Fixed Account
will be reduced by $1,000 and you will receive $950 (i.e., the $1,000 total
withdrawal less the 5% sales charge). This is also the method applicable on a
full surrender of your Contract. In the case of a partial redemption in which
you request to receive a specified amount, the sales charge will be calculated
on the total amount that must be withdrawn from your Sub-Account(s) and/or the
Fixed Account in order to provide you with the amount requested. Example: You
request to receive $1,000 and the applicable sales charge is 5%. Your
Sub-Account(s) and/or the Fixed Account will be reduced by $1,052.63 (i.e., a
total withdrawal of $1,052.63 which results in a $52.63 sales charge
($1,052.63 x 5%) and a net amount paid to you of $1,000 as requested). This
example does not take into account the Free Withdrawal Privilege described be
low.

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

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

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<PAGE>

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

CONFINEMENT IN A HOSPITAL, LONG TERM CARE FACILITY OR NURSING HOME -
Hartford will waive any Sales Charge applicable to a partial or full surrender
if the Annuitant is confined, at the recommendation of a physician for medically
necessary reasons, for at least 180 calendar days to: a hospital recognized as a
general hospital by the proper authority of the state in which it is located; or
a hospital recognized as a general hospital by the Joint Commission on the
Accreditation of Hospitals; or a facility certified as a hospital or long-term
care facility; or a nursing home licensed by the state in which it is located
and offers the services of a registered nurse 24 hours a day.

The Annuitant cannot be confined at the time the Contract was purchased in
order to receive this waiver and the Contract Owner(s) must have been the
Contract Owner(s) continuously since the Contract issue date; must provide
written proof of confinement satisfactory to Hartford; and must request the
partial or full surrender within 91 calendar days of the last day of
confinement.

This waiver may not be available in all states. Please contact your
registered representative or Hartford to determine availability.

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

MORTALITY AND EXPENSE RISK CHARGE

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

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

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<PAGE>

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

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

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

ADMINISTRATION CHARGE AND ANNUAL MAINTENANCE FEE

Hartford will deduct certain fees from Contract Values to reimburse
it for expenses relating to the administration and maintenance of the
Contract and the Fixed Account. For Annual Maintenance Fee, Hartford will
deduct an annual fee of $25 on each Contract Anniversary on or before the
Annuity Commencement Date. The deduction will be made pro rata according to
the value in each Sub-Account and the Fixed Account under a Contract. If
during a Contract Year the Contract is surrendered for its full value,
Hartford will deduct the Annual Maintenance Fee at the time of such
surrender. Hartford reserves the right to waive the Annual Maintenance Fee
under other conditions. For administration, Hartford makes a daily charge at
the rate of .15% per annum against all Contract Values held in the Separate
Account during both the accumulation and annuity phases of the Contract.
There is not necessarily a relationship between the amount of administrative
charge imposed on a given Contract and the amount of expenses that may be
attributable to that Contract; expenses may be more or less than the charge.

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

You should refer to the Trust Prospectus for a description of deductions
and expenses paid

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<PAGE>

out of the assets of the Trust's Portfolios.

PREMIUM TAXES

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

ANNUITY BENEFITS

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

ANNUITY OPTIONS

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

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

OPTION 1: LIFE ANNUITY

A life Annuity is an Annuity payable during the lifetime of the Annuitant
and terminating

43
<PAGE>

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

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

OPTION 2: LIFE ANNUITY WITH 120, 180, OR 240 MONTHLY PAYMENTS CERTAIN

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

OPTION 3: JOINT AND LAST SURVIVOR ANNUITY

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

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

OPTION 4: PAYMENTS FOR A DESIGNATED PERIOD

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

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

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

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<PAGE>

OPTION 5: DEATH BENEFIT REMAINING WITH HARTFORD

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

Hartford may offer other annuity options from time to time.

THE ANNUITY UNIT AND VALUATION

The value of the Annuity Unit for each Sub-Account in the Separate Account
for any day is determined by multiplying the value for the preceding day by the
product of (1) the net investment factor (See "Valuation of Accumulation Units,"
commencing on page 34) for the day for which the Annuity Unit value is being
calculated and (2) a factor to neutralize the assumed investment rate of 4.00%
per annum discussed below.

DETERMINATION OF PAYMENT AMOUNT

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

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

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

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

The amount of the first monthly Variable Annuity payment, determined as
described above, is divided by the value of an Annuity Unit for the appropriate
Sub-Account no earlier than the close of business on the fifth Valuation Day
preceding the day on which the payment is due in order to determine the number
of Annuity Units represented by the first payment. This number of Annuity

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<PAGE>

Units remains fixed during the Annuity payment period, and in each subsequent
month the dollar amount of the Variable Annuity payment is determined by
multiplying this fixed number of Annuity Units by the then current Annuity Unit
value.

THE A.I.R. ASSUMED IN THE MORTALITY TABLES WOULD PRODUCE LEVEL VARIABLE
ANNUITY PAYMENTS IF THE INVESTMENT RATE REMAINED CONSTANT. IN FACT, PAYMENTS
WILL VARY UP OR DOWN AS THE INVESTMENT RATE VARIES UP OR DOWN FROM THE A.I.R.

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

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<PAGE>

FEDERAL TAX CONSIDERATIONS

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

A. GENERAL

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

It should be understood that any detailed description of the federal income tax
consequences regarding the purchase of these Contracts cannot be made in this
Prospectus and that special tax rules may be applicable with respect to certain
purchase situations not discussed herein. In addition, no attempt is made here
to consider any applicable state or other tax laws. For detailed information, a
qualified tax adviser should always be consulted. The discussion here and in
Appendix I, commencing on page 57, is based on Hartford's understanding of
existing federal income tax laws as they are currently interpreted.

B. TAXATION OF HARTFORD AND THE SEPARATE ACCOUNT

The Separate Account is taxed as part of Hartford which is taxed as a life
insurance company in accordance with the Internal Revenue Code of 1986, as
amended (the "Code"). Accordingly, the Separate Account will not be taxed as
a "regulated investment company" under subchapter M of Chapter 1 of the Code.
Investment income and any realized capital gains on the assets of the
Separate Account are reinvested and are taken into account in determining the
value of the Accumulation and Annuity Units (See "Accumulation Unit Values"
commencing on page 16). As a result, such investment income and realized
capital gains are automatically applied to increase reserves under the
Contract.

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

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

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

1. NON-NATURAL PERSONS, CORPORATIONS, ETC. Section 72 contains provisions for
Contract Owners which are non-natural persons. Non-natural persons include
corporations, trusts, 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

47
<PAGE>

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.

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

48
<PAGE>

pledge of any portion of the value of the Contract shall be
treated as an amount received for purposes of this subparagraph
a. and the next subparagraph b.

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

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

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

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

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

c. AGGREGATION OF TWO OR MORE ANNUITY CONTRACTS. Contracts issued after
October 21, 1988 by the same insurer (or affiliated insurer) to the
same Contract Owner within the same calendar year (other than certain
contracts held in connection with a tax-qualified retirement
arrangement) will be treated as one annuity Contract for the purpose
of determining the taxation of distributions prior to the Annuity
Commencement Date. An annuity contract received in a tax-free
exchange for another annuity contract or life insurance contract may
be treated as a new Contract for this purpose. Hartford believes that
for any annuity subject to such aggregation, the values under the
Contracts and the investment in the contracts will be added together
to determine the taxation under subparagraph 2.a., above, of amounts
received or deemed received prior to the Annuity Commencement Date.
Withdrawals will first be treated as withdrawals of income until all
of the income from all such

49
<PAGE>

Contracts is withdrawn. As of the date of this Prospectus, there are
no regulations interpreting this provision.

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

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

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

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

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

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

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

5. Distributions of amounts which are allocable to the
"investment in the contract" prior to August 14, 1982 (see
next subparagraph e.).

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

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<PAGE>

rules described in this subparagraph 3.

f. REQUIRED DISTRIBUTIONS

i. Death of Contract Owner or Primary Annuitant

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

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

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

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

ii. Alternative Election to Satisfy Distribution Requirements

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

iii. Spouse Beneficiary

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

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

51
<PAGE>

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 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

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<PAGE>

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.

D. FEDERAL INCOME TAX WITHHOLDING

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

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

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

E. GENERAL PROVISIONS AFFECTING QUALIFIED RETIREMENT PLANS

The Contract may be used for a number of qualified retirement plans. If the
Contract is being purchased with respect to some form of qualified retirement
plan, please refer to Appendix I commencing on page 57 for information
relative to the types of plans for which it may be used and the general
explanation of the tax features of such plans.

F. ANNUITY PURCHASES BY NONRESIDENT ALIENS AND FOREIGN CORPORATIONS

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

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<PAGE>

foreign taxation with respect to an annuity purchase.

GENERAL MATTERS

ASSIGNMENT

Ownership of a Contract described herein is generally assignable. However,
if the Contracts are issued pursuant to some form of Qualified Plan, it is
possible that the ownership of the Contracts may not be transferred or assigned
depending on the type of qualified retirement plan involved. An assignment of a
Non-Qualified Contract may subject the assignment proceeds to income taxes and
certain penalty taxes. (See "Taxation of Annuities in General - Non-Tax
Qualified Purchasers," page 47.)

MODIFICATION

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

DELAY OF PAYMENTS

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

VOTING RIGHTS

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

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

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

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<PAGE>

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

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

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

DISTRIBUTION OF THE CONTRACTS

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

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

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

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

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

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.

OTHER CONTRACTS OFFERED

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

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<PAGE>

CUSTODIAN OF SEPARATE ACCOUNT ASSETS

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

LEGAL PROCEEDINGS

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

LEGAL COUNSEL

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

EXPERTS

The audited financial statements and financial statement schedules
included in this prospectus and elsewhere in the registration statement have
been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their reports with respect thereto, and are included herein in
reliance upon the authority of said firm as experts in giving said reports. The
principal business address of Arthur Andersen LLP is One Financial Plaza,
Hartford, Connecticut 06103.

ADDITIONAL INFORMATION

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

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

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APPENDIX I
(PUTNAM CAPITAL MANAGER I)

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

1. PREMIUM PAYMENTS

The minimum initial Premium Payment is $5,000, except in New York, where
the minimum initial Premium Payment is $2,000 and the minimum subsequent Premium
Payment is $1,000, except if you are in the InvestEase Program the minimum
subsequent payment is $50.

2. SALES EXPENSES

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

LENGTH OF TIME
FROM PREMIUM
PAYMENT
CHARGE (NUMBER OF YEARS)
------ -----------------
<S> <C> <C>

5% 1
5% 2
4% 3
3% 4
2% 5
0% 6 or more
</TABLE>

3. THE SPECIFIED CONTRACT

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

4. ANNUITY OPTIONS

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

UNIT REFUND LIFE ANNUITY (VARIABLE ANNUITIES ONLY)

This Annuity option is an Annuity payable monthly during the lifetime of
the Annuitant provided that, at the death of the Annuitant, the Beneficiary will
receive an additional payment

57
<PAGE>

equal to the excess, if any, of (a) over (b) where (a) is the total amount
applied under the option at the Annuity Commencement Date divided by the Annuity
Unit value at the Annuity Commencement Date and (b) is the number of Annuity
Units represented by each monthly Annuity payment made times the number of
Annuity payments made.

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

5. ANNUITY PAYMENTS

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

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

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

6. THE FIXED ACCOUNT AND RESTRICTIONS ON TRANSFER

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

58
<PAGE>

APPENDIX II
(PUTNAM CAPITAL MANAGER II)

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

1. PREMIUM PAYMENTS

There are no premium payments below $1,000 for initial payments and $500
for subsequent payments, except if you are in the InvestEase Program the
minimum subsequent payment is $50.

2. SALES EXPENSES

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

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

3. WITHDRAWAL PRIVILEGES

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

4. FIXED ACCOUNT

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

59
<PAGE>

5. DEATH BENEFIT

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

60
<PAGE>

APPENDIX III
INFORMATION REGARDING TAX-QUALIFIED PLANS

The tax rules applicable to tax-qualified contract owners, including
restrictions on contributions and distributions, taxation of distributions
and tax penalties, vary according to the type of plan as well as the terms
and conditions of the plan itself. Various tax penalties may apply to
contributions in excess of applicable limits, distributions prior to age 592
(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:

61
<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
sub-division of a State, and an agency or instrumentality of a State or
political sub-division 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

62
<PAGE>

Section 457 plan except for transfers to other Section 457 plans in limited
cases.

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

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 homebuyer distributions meeting the requirements
of Section 72(t)(8) of the Code.

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<PAGE>

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 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

64
<PAGE>

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).

65
<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 . . . . . . . . . . . . . . . . . .
CONTRACTS ISSUED FROM OCTOBER 15, 1986 TO APPROXIMATELY
SEPTEMBER 1, 1988 . . . . . . . . . . . . . . . . . . . . .
CONTRACTS ISSUED FROM SEPTEMBER 1, 1988 UNTIL
MAY 1, 1990 AND IN CERTAIN STATES WHERE THE
CONTRACT DESCRIBED IN THIS PROSPECTUS HAS NOT
BEEN APPROVED . . . . . . . . . . . . . . . . . . . . . . .
CALCULATION OF YIELD AND RETURN . . . . . . . . . . . . . . .
PERFORMANCE COMPARISONS . . . . . . . . . . . . . . . . . . .
FINANCIAL STATEMENTS. . . . . . . . . . . . . . . . . . . . .

66
<PAGE>

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

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

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

________________________________________
Name

________________________________________
Address

________________________________________
City/State Zip Code

<PAGE>

-1-

PART B
STATEMENT OF ADDITIONAL INFORMATION

HARTFORD LIFE INSURANCE COMPANY -
PUTNAM CAPITAL MANAGER TRUST SEPARATE ACCOUNT

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

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

Date of Prospectus: May 1, 1998

Date of Statement of Additional Information: May 1, 1998

33-17207

<PAGE>

-2-

TABLE OF CONTENTS

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

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

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

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

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

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

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

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

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

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

<PAGE>

-3-

DESCRIPTION OF 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 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 ultimately controlled by The Hartford Financial
Services Group, Inc., one of the largest financial service providers in the
United States.

HARTFORD RATINGS
- --------------------------------------------------------------------------------
RATING AGENCY EFFECTIVE RATING BASIS OF RATING
DATE OF RATING
- --------------------------------------------------------------------------------
A.M. Best and Company, Inc. 9/9/97 A+ Financial soundness and
operating performance.
- --------------------------------------------------------------------------------
Standard & Poor's 1/23/98 AA Claims paying ability
- --------------------------------------------------------------------------------
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 prospectus and elsewhere in the registration statement have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in giving said reports. The principal business
address of Arthur Andersen LLP is One Financial Plaza, Hartford, Connecticut
06103.

DISTRIBUTION OF CONTRACTS

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

<PAGE>

-4-

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

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

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

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

(Putnam Capital Manager I)

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

1. PREMIUM PAYMENTS

The minimum initial Premium Payment is $5,000, except in New York, where the
minimum initial Premium Payment is $2,000 and the minimum subsequent Premium
Payment is $1,000, except if you are in the InvestEase program the minimum
subsequent premium payment is $50.

2. SALES EXPENSES

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

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

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

3. THE SPECIFIED CONTRACT

<PAGE>

-5-

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

4. ANNUITY OPTIONS

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

Unit Refund Life Annuity (Variable Annuities Only)

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

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

5. ANNUITY PAYMENTS

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

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

6. THE FIXED ACCOUNT AND RESTRICTIONS ON TRANSFER

All reference to the Fixed Account, and certain restrictions as to transfers do
not apply, except as

<PAGE>

-6-

to third party designees of the Contract Owner.

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

(Putnam Capital Manager II)

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

1. PREMIUM PAYMENTS

There is no premium payments below $1,000 for initial payments and $500 for
subsequent payments, except if you are in the InvestEase program the minimum
subsequent premium payment is $50..

2. SALES EXPENSES

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

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

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

3. WITHDRAWAL PRIVILEGES

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

4. FIXED ACCOUNT

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

<PAGE>

-7-

renewal interest rate exception.

5. DEATH BENEFIT

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

CALCULATION OF YIELD AND RETURN

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

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

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

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

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

<PAGE>

-8-

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.

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

PERFORMANCE COMPARISONS

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

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

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

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

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

<PAGE>

-9-

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

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

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

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

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

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

<PAGE>

-10-

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

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

<PAGE>

Report of Independent Public Accountants

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

We have audited the accompanying statement of assets and liabilities of
Hartford Life Insurance Company Putnam Capital Manager Trust Separate
Account (the Account) as of December 31, 1997, and the related statement
of operations for the year then ended and statements of changes in net
assets for each of the two years in the period then ended. These
financial statements are the responsibility of the Account's management.
Our responsibility is to express an opinion on these financial
statements based on our audits.

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

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Hartford
Life Insurance Company Putnam Capital Manager Trust Separate Account as
of December 31, 1997, the results of its operations for the year then
ended and the changes in its net assets for each of the two years in the
period then ended in conformity with generally accepted accounting
principles.

ARTHUR ANDERSEN LLP
Hartford, Connecticut
February 16, 1998

<PAGE>

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

Statement of Assets and Liabilities
- -------------------------------------------------------------------------------------------------------
December 31, 1997 Asia Pacific Diversified Global Asset Global
Growth Income Allocation Growth
Fund Fund Fund Fund
Sub-Account Sub-Account Sub-Account Sub-Account

- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Assets
Investments:
.......................................................................................................
Putnam VT Asia Pacific
Growth Fund
Shares 3,982,438
Cost $41,847,839
.......................................................................................................
Market Value: $37,707,127 $ -- $ -- $ --
.......................................................................................................
Putnam VT Diversified
Income Fund
Shares 27,773,427
Cost $289,417,701
.......................................................................................................
Market Value: -- 314,117,464 -- --
.......................................................................................................
Putnam VT Global
Asset Allocation Fund
Shares 25,951,826
Cost $348,329,674
.......................................................................................................
Market Value: -- -- 486,856,253 --
.......................................................................................................
Putnam VT Global
Growth Fund
Shares 39,377,645
Cost $521,408,963
.......................................................................................................
Market Value: -- -- -- 722,186,005
.......................................................................................................
Putnam VT Growth and
Income Fund
Shares 153,139,691
Cost $2,874,168,517
.......................................................................................................
Market Value: -- -- -- --
.......................................................................................................
Putnam VT High
Yield Fund
Shares 33,295,156
Cost $382,788,853
.......................................................................................................
Market Value: -- -- -- --
.......................................................................................................
Putnam VT International
Growth Fund
Shares 4,798,625
Cost $53,588,319
.......................................................................................................
Market Value: -- -- -- --
.......................................................................................................
Putnam VT International
Growth and Income Fund
Shares 7,481,844
Cost $84,008,899
.......................................................................................................
Market Value: -- -- -- --
.......................................................................................................
Due From Hartford Life
Insurance Company 22,815 116,697 92,110 --
.......................................................................................................
Receivable from fund
shares sold -- -- -- 2,027,891
- -------------------------------------------------------------------------------------------------------
Total Assets 37,729,942 314,234,161 486,948,363 724,213,896
- -------------------------------------------------------------------------------------------------------
Liabilities
Due to Hartford Life
Insurance Company -- -- -- 2,028,912
.......................................................................................................
Payable for fund
shares purchased 22,791 115,945 92,103 --
.......................................................................................................
Total Liabilities 22,791 115,945 92,103 2,028,912
- -------------------------------------------------------------------------------------------------------
Net Assets (variable
annuity contract
liabilities) $37,707,151 $314,118,216 $486,856,260 $722,184,984
- -------------------------------------------------------------------------------------------------------

<CAPTION>
Statement of Assets and Liabilities (Continued)
- -------------------------------------------------------------------------------------------------------
December 31, 1997 Growth High Yield International International
and Income Fund Growth Growth
Fund Sub-Account Fund and Income
Sub-Account Sub-Account Fund
Sub-Account
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Assets
Investments:
.......................................................................................................
Putnam VT Asia Pacific
Growth Fund
Shares 4,098,601
Cost $42,687,379
.......................................................................................................
Market Value: $ -- $ -- $ -- $ --
.......................................................................................................
Putnam VT Diversified
Income Fund
Shares 27,773,427
Cost $289,417,701
.......................................................................................................
Market Value: -- -- -- --
.......................................................................................................
Putnam VT Global
Asset Allocation Fund
Shares 25,951,826
Cost $348,329,674
.......................................................................................................
Market Value: -- -- -- --
.......................................................................................................
Putnam VT Global
Growth Fund
Shares 39,377,645
Cost $521,408,963
.......................................................................................................
Market Value: -- -- -- --
.......................................................................................................
Putnam VT Growth and
Income Fund
Shares 153,139,691
Cost $2,874,168,517
.......................................................................................................
Market Value: 4,336,916,046 -- -- --
.......................................................................................................
Putnam VT High
Yield Fund
Shares 33,295,156
Cost $382,788,853
.......................................................................................................
Market Value: -- 453,480,021 -- --
.......................................................................................................
Putnam VT International
Growth Fund
Shares 4,798,625
Cost $53,588,319
.......................................................................................................
Market Value: -- -- 54,848,282 --
.......................................................................................................
Putnam VT International
Growth and Income Fund
Shares 7,481,844
Cost $84,008,899
.......................................................................................................
Market Value: -- -- -- 86,266,118
.......................................................................................................
Due From Hartford Life
Insurance Company 1,259,790 -- 155,639 --
.......................................................................................................
Receivable from fund
shares sold -- 81,181 -- 866,081
- -------------------------------------------------------------------------------------------------------
Total Assets 4,338,175,836 453,561,202 55,003,921 87,132,199
- -------------------------------------------------------------------------------------------------------
Liabilities
Due to Hartford Life
Insurance Company 1 92,602 -- 865,856
.......................................................................................................
Payable for fund
shares purchased 1,259,978 -- 155,637 --
.......................................................................................................
Total Liabilities 1,259,979 92,602 155,637 865,856
- -------------------------------------------------------------------------------------------------------
Net Assets (variable
annuity contract
liabilities) $4,336,915,857 $453,468,600 $54,848,284 $86,266,343
- -------------------------------------------------------------------------------------------------------

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

</TABLE>

<PAGE>

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

Statement of Assets and Liabilities
- -------------------------------------------------------------------------------------------------------
December 31, 1997 International Money New New
New Market Opportunities Value
Opportunities Fund Fund Fund
Fund Sub-Account Sub-Account Sub-Account
Sub-Account
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Assets
Investments:
.......................................................................................................
Putnam VT International
New Opportunities Fund
Shares 4,098,601
Cost $42,687,379
.......................................................................................................
Market Value: $39,665,081 $ -- $ -- $ --
.......................................................................................................
Putnam VT Money
Market Fund
Shares 202,287,317
Cost $202,287,317
.......................................................................................................
Market Value: -- 202,287,317 -- --
.......................................................................................................
Putnam VT New
Opportunities Fund
Shares 40,534,671
Cost $638,785,981
.......................................................................................................
Market Value: -- -- 860,551,061 --
.......................................................................................................
Putnam VT New
Value Fund
Shares 6,380,084
Cost $70,145,369
.......................................................................................................
Market Value: -- -- -- 75,029,788
.......................................................................................................
Putnam VT U. S. Government
High Quality Bond Fund
Shares 39,413,018
Cost $469,686,284
.......................................................................................................
Market Value: -- -- -- --
.......................................................................................................
Putnam VT Utilities
Growth and Income Fund
Shares 26,120,146
Cost $300,886,355
.......................................................................................................
Market Value: -- -- -- --
.......................................................................................................
Putnam VT Vista Fund
Shares 5,592,998
Cost $61,075,852
.......................................................................................................
Market Value: -- -- -- --
.......................................................................................................
Putnam VT Voyager Fund
Shares 54,861,955
Cost $1,272,718,315
.......................................................................................................
Market Value: -- -- -- --
.......................................................................................................
Due From Hartford Life
Insurance Company 3,043 2,297,880 -- 233,591
.......................................................................................................
Receivable from fund
shares sold -- -- 878,238 --
- -------------------------------------------------------------------------------------------------------
Total Assets 39,668,124 204,585,197 861,429,299 75,263,379
- -------------------------------------------------------------------------------------------------------
Liabilities
Due to Hartford Life
Insurance Company -- -- 877,100 --
.......................................................................................................
Payable for fund
shares purchased 3,043 2,296,934 -- 232,998
.......................................................................................................
Total Liabilities 3,043 2,296,934 877,100 232,998
- -------------------------------------------------------------------------------------------------------
Net Assets (variable
annuity contract
liabilities) $39,665,081 $202,288,263 $860,552,199 $75,030,381
- -------------------------------------------------------------------------------------------------------

<CAPTION>
Statement of Assets and Liabilities (Continued)
- -------------------------------------------------------------------------------------------------------
December 31, 1997 U.S.Government Utilities Vista Voyager
and High Growth Fund Fund
Quality Bond and Income Sub-Account Sub-Account
Fund Fund
Sub-Account Sub-Account
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Assets
Investments:
.......................................................................................................
Putnam VT International
New Opportunities Fund
Shares 4,098,601
Cost $42,687,379
.......................................................................................................
Market Value: $ -- $ -- $ -- $ --
.......................................................................................................
Putnam VT Money
Market Fund
Shares 202,287,317
Cost $202,287,317
.......................................................................................................
Market Value: -- -- -- --
.......................................................................................................
Putnam VT New
Opportunities Fund
Shares 40,534,671
Cost $638,785,981
.......................................................................................................
Market Value: -- -- -- --
.......................................................................................................
Putnam VT New
Value Fund
Shares 6,380,084
Cost $70,145,369
.......................................................................................................
Market Value: -- -- -- --
.......................................................................................................
Putnam VT U. S. Government
High Quality Bond Fund
Shares 39,413,018
Cost $469,686,284
.......................................................................................................
Market Value: 528,922,698 -- -- --
.......................................................................................................
Putnam VT Utilities
Growth and Income Fund
Shares 26,120,146
Cost $300,886,355
.......................................................................................................
Market Value: -- 447,699,299 -- --
.......................................................................................................
Putnam VT Vista Fund
Shares 5,592,998
Cost $61,075,852
.......................................................................................................
Market Value: -- -- 68,905,735 --
.......................................................................................................
Putnam VT Voyager Fund
Shares 54,861,955
Cost $1,272,718,315
.......................................................................................................
Market Value: -- -- -- 2,144,005,195
.......................................................................................................
Due From Hartford Life
Insurance Company 240,123 566,406 6,712 830,236
.......................................................................................................
Receivable from fund
shares sold -- -- -- 1
- -------------------------------------------------------------------------------------------------------
Total Assets 529,162,821 448,265,705 68,912,447 2,144,835,432
- -------------------------------------------------------------------------------------------------------
Liabilities
Due to Hartford Life
Insurance Company -- -- -- 1
.......................................................................................................
Payable for fund
shares purchased 240,113 563,009 5,735 830,698
.......................................................................................................
Total Liabilities 240,113 563,009 5,735 830,699
- -------------------------------------------------------------------------------------------------------
Net Assets (variable
annuity contract
liabilities) $528,922,708 $447,702,696 $68,906,712 $2,144,004,733
- -------------------------------------------------------------------------------------------------------

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

</TABLE>

<PAGE>

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

Statement of Assets and Liabilities (continued)
- ----------------------------------------------------------------------------------------------------------------------
December 31, 1997 Units Unit Contract
Owned by Price Liability
Participants
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Deferred annuity contracts in the accumulation period:
Individual Sub-Accounts:
......................................................................................................................
Asia Pacific Growth Fund Sub-Account 4,107,754 $ 9.175966 $ 37,692,611
......................................................................................................................
Asia Pacific Growth Fund .40% 994 9.424285 9,372
......................................................................................................................
Diversified Income Fund Sub-Account 24,441,598 12.840701 313,847,251
......................................................................................................................
Diversified Income Fund .40% 1,031 13.668241 14,087
......................................................................................................................
Global Asset Allocation Sub-Account 17,958,360 27.026081 485,344,086
......................................................................................................................
Global Asset Allocation Fund .40% 2,169 17.329681 37,584
......................................................................................................................
Global Growth Fund Sub-Account 36,912,422 19.497474 719,698,987
......................................................................................................................
Global Growth Fund .40% 1,490 15.678431 23,365
......................................................................................................................
Growth and Income Fund Sub-Account 108,147,425 40.036154 4,329,806,953
......................................................................................................................
Growth and Income Fund .40% 2,254 20.951776 47,220
......................................................................................................................
High Yield Fund Sub-Account 17,697,396 25.574900 452,609,127
......................................................................................................................
High Yield Fund .40% 1,039 15.008166 15,586
......................................................................................................................
International Growth Fund Sub-Account 4,786,530 11.450726 54,809,249
......................................................................................................................
International Growth Fund Sub-Account .40% 2,835 11.566445 32,787
......................................................................................................................
International Growth and Income Fund Sub-Account 7,320,004 11.776424 86,203,472
......................................................................................................................
International Growth and Income Fund Sub-Account .40% 1,147 11.895920 13,644
......................................................................................................................
International New Opportunities Fund Sub-Account 4,025,544 9.849814 39,650,857
......................................................................................................................
International New Opportunities Fund Sub-Account .40% 1,158 9.949999 11,524
......................................................................................................................
Money Market Fund Sub-Account 136,310,783 1.482672 202,104,182
......................................................................................................................
Money Market Fund .40% 10,302 1.176698 12,122
......................................................................................................................
New Opportunities Fund Sub-Account 42,524,777 20.223432 859,996,936
......................................................................................................................
New Opportunities Fund .40% 1,235 22.671011 27,999
......................................................................................................................
New Value Fund Sub-Account 6,466,377 11.597024 74,990,731
......................................................................................................................
New Value Fund Sub-Account .40% 1,000 11.713440 11,713
......................................................................................................................
U.S. Government and High Quality Bond Fund Sub-Account 26,461,156 19.958881 528,135,070
......................................................................................................................
U.S. Government and High Quality Bond Fund .40% 1,028 13.267727 13,640
......................................................................................................................
Utilities Growth and Income Fund Sub-Account 22,197,997 20.143040 447,135,141
......................................................................................................................
Utilities Growth and Income Fund .40% 1,024 19.441319 19,914
......................................................................................................................
Vista Fund Sub-Account 5,662,338 12.151064 68,803,429
......................................................................................................................
Vista Fund Sub-Account .40% 1,000 12.272040 12,272
......................................................................................................................
Voyager Fund Sub-Account 47,283,830 45.196582 2,137,067,493
......................................................................................................................
Voyager Fund .40% 2,850 22.202727 63,281
......................................................................................................................
Sub-total Individual Sub-Accounts: 10,838,261,685
......................................................................................................................
Annuity contracts in the annuity period:
Individual Sub-Accounts:
......................................................................................................................
Asia Pacific Growth Fund Sub-Account 563 9.175966 5,168
......................................................................................................................
Diversified Income Fund Sub-Account 20,005 12.840701 256,878
......................................................................................................................
Global Asset Allocation Sub-Account 54,562 27.026081 1,474,590
......................................................................................................................
Global Growth Fund Sub-Account 126,305 19.497474 2,462,632
......................................................................................................................
Growth and Income Fund Sub-Account 176,383 40.036154 7,061,684
......................................................................................................................
High Yield Fund Sub-Account 29,496 25.574900 754,363
......................................................................................................................
High Yield Fund .40% 5,965 15.008166 89,524
......................................................................................................................
International Growth Fund Sub-Account 546 11.450726 6,248
......................................................................................................................
International Growth and Income Fund Sub-Account 4,180 11.776424 49,227
......................................................................................................................
International New Opportunities Fund Sub-Account 274 9.849814 2,700
......................................................................................................................
Money Market Fund Sub-Account 115,980 1.482672 171,959
......................................................................................................................
New Opportunities Fund Sub-Account 26,072 20.223432 527,264
......................................................................................................................
New Value Fund Sub-Account 2,409 11.597024 27,937
......................................................................................................................
U.S. Government and High Quality Bond Fund Sub-Account 38,780 19.958881 773,998
......................................................................................................................
Utilities Growth and Income Fund Sub-Account 27,188 20.143040 547,641
......................................................................................................................
Vista Fund Sub-Account 7,490 12.151064 91,011
......................................................................................................................
Voyager Fund Sub-Account 152,090 45.196582 6,873,959
......................................................................................................................
Sub-total Individual Sub-Accounts: 21,176,783
- ----------------------------------------------------------------------------------------------------------------------
Grand Total: $10,859,438,468
- ----------------------------------------------------------------------------------------------------------------------

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

</TABLE>

<PAGE>

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

Statement of Operations
- ----------------------------------------------------------------------------------------------------------------
For the year ended Asia Pacific Diversified Global Asset Global
December 31, 1997 Growth Income Allocation Growth
Fund Fund Fund Fund
Sub-Account Sub-Account Sub-Account Sub-Account

- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Investment income:
Dividends $ 947,927 $14,920,402 $14,108,533 $15,601,436
................................................................................................................
Expenses:
Mortality and expense
undertakings (661,211) (3,984,702) (6,374,137) (10,017,282)
................................................................................................................
Capital gains income -- 2,352,102 24,114,921 16,781,057
................................................................................................................
Net realized and
unrealized gain (loss)
on investments:
................................................................................................................
Net realized gain (loss)
on security transactions (317,227) (2,032) 382,203 1,854,347
................................................................................................................
Net unrealized appreciation
(depreciation) of investments
during the period (7,411,215) 3,452,605 41,346,816 58,240,028
................................................................................................................
Net gain (loss) on investments (7,728,442) 3,450,573 41,729,019 60,094,375
- ----------------------------------------------------------------------------------------------------------------
Net increase (decrease)
in net assets resulting
from operations $(7,441,726) $16,738,375 $73,578,336 $82,459,586
- ----------------------------------------------------------------------------------------------------------------

<CAPTION>
Statement of Operations (continued)
- ----------------------------------------------------------------------------------------------------------------
For the year ended Growth High Yield International International
December 31, 1997 and Income Fund Growth Growth
Fund Sub-Account Fund and Income
Sub-Account Sub-Account* Fund
Sub-Account*
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Investment income:
Dividends $ 70,091,982 $26,842,081 $ 822,115 $2,886,627
................................................................................................................
Expenses:
Mortality and expense
undertakings (53,992,227) (5,621,185) (391,031) (629,720)
................................................................................................................
Capital gains income 170,606,295 3,112,539 -- --
................................................................................................................
Net realized and
unrealized gain (loss)
on investments:
................................................................................................................
Net realized gain (loss)
on security transactions (549,025) 667,197 225,798 52,035
................................................................................................................
Net unrealized appreciation
(depreciation) of investments
during the period 566,542,304 22,952,048 1,259,962 2,257,219
................................................................................................................
Net gain (loss) on investments 565,993,279 23,619,245 1,485,760 2,309,254
- ----------------------------------------------------------------------------------------------------------------
Net increase (decrease)
in net assets resulting
from operations $752,699,329 $47,952,680 $1,916,844 $4,566,161
- ----------------------------------------------------------------------------------------------------------------

*From inception, January 2, 1997 to December 31, 1997.

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

</TABLE>

<PAGE>

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

Statement of Operations (continued)
- ----------------------------------------------------------------------------------------------------------------
For the year ended International Money New New
December 31, 1997 New Market Opportunities Value
Opportunities Fund Fund Fund
Fund Sub-Account Sub-Account Sub-Account*
Sub-Account*
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Investment income:
Dividends $ 114,396 $11,687,092 $ -- $ --
................................................................................................................
Expenses:
Mortality and expense
undertakings (385,192) (3,215,954) (10,320,489) (571,860)
................................................................................................................
Capital gains income -- -- -- --
................................................................................................................
Net realized and
unrealized gain (loss)
on investments:
................................................................................................................
Net realized gain (loss)
on security transactions 8,774 -- (2,114,704) (22,915)
................................................................................................................
Net unrealized appreciation
(depreciation) of investments
during the period (2,182,759) -- 155,175,963 4,884,420
................................................................................................................
Net gain (loss) on investments (2,173,985) -- 153,061,259 4,861,505
- ----------------------------------------------------------------------------------------------------------------
Net increase (decrease)
in net assets resulting
from operations $(2,444,781) $ 8,471,138 $142,740,770 $4,289,645
- ----------------------------------------------------------------------------------------------------------------

<CAPTION>
Statement of Operations (continued)
- ----------------------------------------------------------------------------------------------------------------
For the year ended U.S.Government Utilities Vista Voyager
December 31, 1997 and High Growth Fund Fund
Quality Bond and Income Sub-Account* Sub-Account
Fund Fund
Sub-Account Sub-Account
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Investment income:
Dividends $34,307,649 $13,727,770 $ 5,472 $ 3,567,783
................................................................................................................
Expenses:
Mortality and expense
undertakings (7,406,918) (5,429,363) (524,031) (26,331,715)
................................................................................................................
Capital gains income -- 18,719,685 -- 76,888,318
................................................................................................................
Net realized and
unrealized gain (loss)
on investments:
................................................................................................................
Net realized gain (loss)
on security transactions 1,827,985 1,649,879 (123,252) (585,530)
................................................................................................................
Net unrealized appreciation
(depreciation) of investments
during the period 7,319,022 62,148,682 7,829,883 359,796,040
................................................................................................................
Net gain (loss) on investments 9,147,007 63,798,561 7,706,631 359,210,510
- ----------------------------------------------------------------------------------------------------------------
Net increase (decrease)
in net assets resulting
from operations $36,047,738 $90,816,653 $7,188,072 $413,334,896
- ----------------------------------------------------------------------------------------------------------------

*From inception, January 2, 1997 to December 31, 1997.

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

</TABLE>

<PAGE>

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

Statement of Changes in Net Assets
- ----------------------------------------------------------------------------------------------------------------
For the year ended Asia Pacific Diversified Global Asset Global
December 31, 1997 Growth Income Allocation Growth
Fund Fund Fund Fund
Sub-Account Sub-Account Sub-Account Sub-Account

- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Operations:
Net investment income (loss) $ 286,716 $ 10,935,700 $ 7,734,396 $ 5,584,154
................................................................................................................
Capital gains income -- 2,352,102 24,114,921 16,781,057
................................................................................................................
Net realized gain (loss)
on security transactions (317,227) (2,032) 382,203 1,854,347
................................................................................................................
Net unrealized appreciation
(depreciation) of investments
during the period (7,411,215) 3,452,605 41,346,816 58,240,028
................................................................................................................
Net increase (decrease)
in net assets resulting
from operations (7,441,726) 16,738,375 73,578,336 82,459,586
................................................................................................................
Unit Transactions:
Purchases 6,824,313 54,269,125 39,248,244 60,530,559
................................................................................................................
Net transfers (7,793,253) 6,390,705 2,130,067 (14,835,954)
................................................................................................................
Surrenders (2,299,932) (17,669,198) (30,639,160) (43,839,765)
................................................................................................................
Net annuity transactions 6,521 103,403 2,282 109,879
................................................................................................................
Net increase (decrease)
in net assets resulting
from unit transactions (3,262,351) 43,094,035 10,741,433 1,964,719
................................................................................................................
Total increase (decrease)
in net assets (10,704,077) 59,832,410 84,319,769 84,424,305
................................................................................................................
Net Assets
Beginning of period 48,411,228 254,285,806 402,536,491 637,760,679
- ----------------------------------------------------------------------------------------------------------------
End of period $37,707,151 $314,118,216 $486,856,260 $722,184,984
- ----------------------------------------------------------------------------------------------------------------

<CAPTION>
Statement of Changes in Net Assets (continued)
- ----------------------------------------------------------------------------------------------------------------
For the year ended Growth High Yield International International
December 31, 1997 and Income Fund Growth Growth
Fund Sub-Account Fund and Income
Sub-Account Sub-Account* Fund
Sub-Account*
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Operations:
Net investment income (loss) $ 16,099,755 $ 21,220,896 $ 431,084 $ 2,256,907
................................................................................................................
Capital gains income 170,606,295 3,112,539 -- --
................................................................................................................
Net realized gain (loss)
on security transactions (549,025) 667,197 225,798 52,035
................................................................................................................
Net unrealized appreciation
(depreciation) of investments
during the period 566,542,304 22,952,048 1,259,962 2,257,219
................................................................................................................
Net increase (decrease)
in net assets resulting
from operations 752,699,329 47,952,680 1,916,844 4,566,161
................................................................................................................
Unit Transactions:
Purchases 539,289,509 71,464,742 27,282,314 42,203,655
................................................................................................................
Net transfers 132,038,932 (2,036,158) 27,001,396 41,543,461
................................................................................................................
Surrenders (244,974,411) (38,465,815) (1,358,447) (2,094,535)
................................................................................................................
Net annuity transactions 635,758 313,873 6,177 47,601
................................................................................................................
Net increase (decrease)
in net assets resulting
from unit transactions 426,989,788 31,276,642 52,931,440 81,700,182
................................................................................................................
Total increase (decrease)
in net assets 1,179,689,117 79,229,322 54,848,284 86,266,343
................................................................................................................
Net Assets
Beginning of period 3,157,226,740 374,239,278 -- --
- ----------------------------------------------------------------------------------------------------------------
End of period $4,336,915,857 $453,468,600 $54,848,284 $86,266,343
- ----------------------------------------------------------------------------------------------------------------

*From inception, January 2, 1997 to December 31, 1997.

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

</TABLE>

<PAGE>

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

Statement of Changes in Net Assets (continued)
- ----------------------------------------------------------------------------------------------------------------
For the year ended International Money New New
December 31, 1997 New Market Opportunities Value
Opportunities Fund Fund Fund
Fund Sub-Account Sub-Account Sub-Account*
Sub-Account*
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Operations:
Net investment income (loss) $ (270,796) $ 8,471,138 $(10,320,489) $ (571,860)
................................................................................................................
Capital gains income -- -- -- --
................................................................................................................
Net realized gain (loss)
on security transactions 8,774 -- (2,114,704) (22,915)
................................................................................................................
Net unrealized appreciation
(depreciation) of investments
during the period (2,182,759) -- 155,175,963 4,884,420
................................................................................................................
Net increase (decrease)
in net assets resulting
from operations (2,444,781) 8,471,138 142,740,770 4,289,645
................................................................................................................
Unit Transactions:
Purchases 23,052,814 77,901,178 115,804,514 34,449,270
................................................................................................................
Net transfers 20,167,867 (22,892,448) 4,241,130 38,150,975
................................................................................................................
Surrenders (1,113,600) (61,475,251) (39,637,945) (1,885,996)
................................................................................................................
Net annuity transactions 2,781 118,204 224,473 26,487
................................................................................................................
Net increase (decrease)
in net assets resulting
from unit transactions 42,109,862 (6,348,317) 80,632,172 70,740,736
................................................................................................................
Total increase (decrease)
in net assets 39,665,081 2,122,821 223,372,942 75,030,381
................................................................................................................
Net Assets
Beginning of period -- 200,165,442 637,179,257 --
- ----------------------------------------------------------------------------------------------------------------
End of period $39,665,081 $202,288,263 $860,552,199 $75,030,381
- ----------------------------------------------------------------------------------------------------------------

<CAPTION>
Statement of Changes in Net Assets (continued)
- ----------------------------------------------------------------------------------------------------------------
For the year ended U.S.Government Utilities Vista Voyager
December 31, 1997 and High Growth Fund Fund
Quality Bond and Income Sub-Account* Sub-Account
Fund Fund
Sub-Account Sub-Account
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Operations:
Net investment income (loss) $ 26,900,731 $ 8,298,407 $ (518,559) $ (22,763,932)
................................................................................................................
Capital gains income -- 18,719,685 -- 76,888,318
................................................................................................................
Net realized gain (loss)
on security transactions 1,827,985 1,649,879 (123,252) (585,530)
................................................................................................................
Net unrealized appreciation
(depreciation) of investments
during the period 7,319,022 62,148,682 7,829,883 359,796,040
................................................................................................................
Net increase (decrease)
in net assets resulting
from operations 36,047,738 90,816,653 7,188,072 413,334,896
................................................................................................................
Unit Transactions:
Purchases 31,430,418 28,593,076 32,854,577 197,024,558
................................................................................................................
Net transfers (38,035,230) (17,843,601) 30,909,118 (13,299,198)
................................................................................................................
Surrenders (48,896,007) (25,522,719) (2,131,040) (121,850,857)
................................................................................................................
Net annuity transactions 34,145 72,442 85,985 6,165
................................................................................................................
Net increase (decrease)
in net assets resulting
from unit transactions (55,466,674) (14,700,802) 61,718,640 61,880,668
................................................................................................................
Total increase (decrease)
in net assets (19,418,936) 76,115,851 68,906,712 475,215,564
................................................................................................................
Net Assets
Beginning of period 548,341,644 371,586,845 -- 1,668,789,169
- ----------------------------------------------------------------------------------------------------------------
End of period $528,922,708 $447,702,696 $68,906,712 $2,144,004,733
- ----------------------------------------------------------------------------------------------------------------

*From inception, January 2, 1997 to December 31, 1997.

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

</TABLE>

<PAGE>

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

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

<CAPTION>
Statement of Changes in Net Assets (continued)
- ----------------------------------------------------------------------------------------------------------------
For the year ended Growth High Yield Money New
December 31, 1997 and Income Fund Market Opportunities
Fund Sub-Account Fund Fund
Sub-Account Sub-Account Sub-Account

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

<CAPTION>
Statement of Changes in Net Assets Assets (continued)
- ----------------------------------------------------------------------------------------------
For the year ended U.S.Government Utilities Voyager
December 31, 1997 and High Growth Fund
Quality Bond and Income Sub-Account
Fund Fund
Sub-Account Sub-Account
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Operations:
Net investment income (loss) $ 25,865,267 $ 7,750,056 $ 4,886,439
..............................................................................................
Capital gains income -- -- 49,032,686
..............................................................................................
Net realized gain (loss)
on security transactions 413,617 264,294 (1,123,420)
..............................................................................................
Net unrealized appreciation
(depreciation) of investments
during the period (21,471,355) 38,048,693 88,321,232
..............................................................................................
Net increase (decrease)
in net assets resulting
from operations 4,807,529 46,063,043 141,116,937
..............................................................................................
Unit Transactions:
Purchases 65,538,442 42,225,920 352,615,157
..............................................................................................
Net transfers (41,339,935) (20,057,197) 50,130,623
..............................................................................................
Surrenders (43,800,649) (19,191,965) (63,033,275)
..............................................................................................
Net annuity transactions 279,752 52,741 (914,363)
..............................................................................................
Net increase (decrease)
in net assets resulting
from unit transactions (19,322,390) 3,029,499 338,798,142
..............................................................................................
Total increase (decrease)
in net assets (14,514,861) 49,092,542 479,915,079
..............................................................................................
Net Assets
Beginning of period 562,856,505 322,494,303 1,188,874,090
- ----------------------------------------------------------------------------------------------
End of period $548,341,644 $371,586,845 $1,668,789,169
- ----------------------------------------------------------------------------------------------

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

</TABLE>

<PAGE>

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

Notes to Financial Statements
December 31, 1997

1. ORGANIZATION:

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

2. SIGNIFICANT ACCOUNTING POLICIES:

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

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

B) Security Valuation -- The investments in shares of the Funds are
valued at the closing net asset value per share as determined by the
appropriate Fund as of December 31, 1997.

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

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

3. ADMINISTRATION OF THE ACCOUNT AND RELATED CHARGES:

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

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

<PAGE>

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

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Hartford Life Insurance Company:

We have audited the accompanying Consolidated Balance Sheets of Hartford Life
Insurance Company (the "Company") and subsidiaries as of December 31, 1997 and
1996, and the related Consolidated Statements of Income, Stockholder's Equity
and Cash Flows for each of the three years in the period ended December 31,
1997. These consolidated financial statements and the schedules referred to
below are the responsibility of the Company's management. Our responsibility is
to express an opinion on these financial statements and schedules based on our
audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Hartford Life
Insurance Company and subsidiaries as of December 31, 1997 and 1996, and the
results of their operations and their cash flows for each of the three years in
the period ended December 31, 1997, in conformity with generally accepted
accounting principles.

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

ARTHUR ANDERSEN LLP

Hartford, Connecticut
January 27, 1998
<PAGE>

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

HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
FOR THE YEARS ENDED
DECEMBER 31,
------------------------
1997 1996 1995
------ ------ ------
(IN MILLIONS)
<S> <C> <C> <C>
Revenues
Premiums and other considerations............... $1,637 $1,705 $1,487
Net investment income........................... 1,368 1,397 1,328
Net realized capital gains (losses)............. 4 (213) (11)
------ ------ ------
Total revenues................................ 3,009 2,889 2,804
------ ------ ------
Benefits, claims and expenses
Benefits, claims and claim adjustment
expenses....................................... 1,379 1,535 1,422
Amortization of deferred policy acquisition
costs.......................................... 335 234 199
Dividends to policyholders...................... 240 635 675
Other expenses.................................. 586 427 317
------ ------ ------
Total benefits, claims and expenses........... 2,540 2,831 2,613
------ ------ ------
Income before income tax expense................ 469 58 191
Income tax expense.............................. 167 20 62
------ ------ ------
Net income........................................ $ 302 $ 38 $ 129
------ ------ ------
------ ------ ------
</TABLE>

See Notes to Consolidated Financial Statements.
<PAGE>

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

HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
AS OF DECEMBER
31,
-----------------
1997 1996
------- -------
<S> <C> <C>
(IN MILLIONS,
EXCEPT FOR SHARE
DATA)
Assets
Investments
Fixed maturities, available for sale, at fair
value (amortized cost of $13,885 and
$13,579)....................................... $14,176 $13,624
Equity securities, at fair value................ 180 119
Policy loans, at outstanding balance............ 3,756 3,836
Other investments, at cost...................... 47 56
------- -------
Total investments............................. 18,159 17,635
Cash............................................ 54 43
Premiums receivable and agents' balances........ 18 137
Accrued investment income....................... 330 407
Reinsurance recoverables........................ 6,325 6,259
Deferred policy acquisition costs............... 3,315 2,760
Deferred income tax............................. 348 474
Other assets.................................... 352 357
Separate account assets......................... 69,055 49,690
------- -------
Total assets.................................. $97,956 $77,762
------- -------
------- -------

Liabilities
Future policy benefits.......................... $ 3,270 $ 2,474
Other policyholder funds........................ 21,034 22,134
Other liabilities............................... 2,254 1,572
Separate account liabilities.................... 69,055 49,690
------- -------
Total liabilities............................. 95,613 75,870
------- -------

Stockholder's Equity
Common stock -- 1,000 shares authorized, issued
and outstanding, par value $5,690.............. 6 6
Additional paid in capital...................... 1,045 1,045
Net unrealized capital gains on securities, net
of tax......................................... 179 30
Retained earnings............................... 1,113 811
------- -------
Total stockholder's equity.................... 2,343 1,892
------- -------
Total liabilities and stockholder's equity...... $97,956 $77,762
------- -------
------- -------
</TABLE>

See Notes to Consolidated Financial Statements.
<PAGE>

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

HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY

<TABLE>
<CAPTION>
NET UNREALIZED
CAPITAL GAINS
ADDITIONAL (LOSSES) ON TOTAL
COMMON PAID IN SECURITIES, RETAINED STOCKHOLDER'S
STOCK CAPITAL NET OF TAX EARNINGS EQUITY
------ -------------- --------------- ----------- -------------
<S> <C> <C> <C> <C> <C>
(IN MILLIONS)
Balance, December 31, 1994.............. $6 $ 826 $(654) $ 644 $ 822
Net income............................ -- -- -- 129 129
Capital contribution.................. -- 181 -- -- 181
Change in net unrealized capital gains
(losses) on securities, net of tax... -- -- 597 -- 597
--
------ ------ ----------- ------
Balance, December 31, 1995.............. 6 1,007 (57) 773 1,729
Net income............................ -- -- -- 38 38
Capital contribution.................. -- 38 -- -- 38
Change in net unrealized capital gains
(losses) on securities, net of tax... -- -- 87 -- 87
--
------ ------ ----------- ------
Balance, December 31, 1996.............. 6 1,045 30 811 1,892
Net income............................ -- -- -- 302 302
Change in net unrealized capital gains
(losses) on securities, net of tax... -- -- 149 -- 149
--
------ ------ ----------- ------
Balance, December 31, 1997.............. $6 $1,045 $179 $1,113 $2,343
--
--
------ ------ ----------- ------
------ ------ ----------- ------
</TABLE>

See Notes to Consolidated Financial Statements.
<PAGE>

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

HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER
31,
------------------------------
1997 1996 1995
-------- -------- --------
(IN MILLIONS)
<S> <C> <C> <C>
Operating Activities
Net income............................ $ 302 $ 38 $ 129
Adjustments to reconcile net income to
cash provided by operating activities
Depreciation and amortization......... 8 14 21
Net realized capital (gains) losses... (4) 213 11
Decrease (increase) in deferred income
taxes................................ 40 (102) (172)
Increase in deferred policy
acquisition costs.................... (555) (572) (379)
Decrease (increase) in premiums
receivable and agents' balances...... 119 10 (81)
Decrease (increase) in accrued
investment income.................... 77 (13) (16)
Decrease (increase) in other assets... 52 (132) (177)
(Increase) decrease in reinsurance
recoverables......................... (416) 179 (35)
Increase (decrease) in liabilities for
future policy benefits............... 796 (92) 483
Increase in other liabilities......... 379 477 281
-------- -------- --------
Cash provided by operating
activities......................... 798 20 65
-------- -------- --------
Investing Activities
Purchases of fixed maturity
investments.......................... (6,231) (5,747) (6,228)
Sales of fixed maturity investments... 4,232 3,459 4,845
Maturities and principal paydowns of
fixed maturity investments........... 2,329 2,693 1,741
Net sales (purchases) of other
investments.......................... 24 (107) (871)
Net (purchases) sales of short-term
investments.......................... (638) 84 (24)
-------- -------- --------
Cash (used for) provided by
investing activities............... (284) 382 (537)
-------- -------- --------
Financing Activities
Capital contribution.................. -- 38 --
Net (disbursements for) receipts from
investment and universal life-type
contracts (charged against) credited
to policyholder accounts............. (503) (443) 498
-------- -------- --------
Cash (used for) provided by
financing activities............... (503) (405) 498
-------- -------- --------
Increase (decrease) in cash........... 11 (3) 26
Cash -- beginning of year............. 43 46 20
-------- -------- --------
Cash -- end of year................... $ 54 $ 43 $ 46
-------- -------- --------
-------- -------- --------
Supplemental Disclosure of Cash Flow
Information:
Net Cash Paid During the Year for:
Income taxes.......................... $ 9 $ 189 $ 162

Noncash Financing Activities:
Capital contribution.................. $ -- $ -- $ 181
-------- -------- --------
-------- -------- --------
</TABLE>

See Notes to Consolidated Financial Statements.
<PAGE>

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN MILLIONS EXCEPT PER SHARE DATA UNLESS OTHERWISE STATED)

1. ORGANIZATION AND DESCRIPTION OF BUSINESS

These consolidated financial statements include Hartford Life Insurance
Company and its wholly-owned subsidiaries (the "Company"), ITT Hartford Life and
Annuity Insurance Company ("ILA") and ITT Hartford International Life
Reassurance Corporation ("HLRe"), formerly American Skandia Life Reinsurance
Corporation. The Company is a wholly-owned subsidiary of Hartford Life and
Accident Insurance Company ("HLA"), a wholly-owned subsidiary of Hartford Life,
Inc. ("Hartford Life"). Hartford Life is a direct subsidiary of Hartford
Accident and Indemnity Company ("HA&I"), an indirect subsidiary of The Hartford
Financial Services Group, Inc. ("The Hartford"). On February 10, 1997, Hartford
Life filed a registration statement, as amended, with the Securities and
Exchange Commission relating to an Initial Public Offering ("IPO") of the
Hartford Life's Class A Common Stock. Pursuant to the IPO on May 22, 1997,
Hartford Life sold to the public 26 million shares at $28.25 per share and
received net proceeds of $687. Of the proceeds, $527 was used to retire debt
related to Hartford Life's outstanding promissory notes and line of credit with
the remaining $160 contributed by Hartford Life to HLA to support growth in its
core businesses.

On December 19, 1995, ITT Industries, Inc. (formerly ITT Corporation)
("ITT") distributed all the outstanding shares of capital stock of The Hartford
to ITT stockholders of record on such date. As a result, The Hartford became an
independent, publicly traded company.

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

2. SIGNIFICANT ACCOUNTING POLICIES

(A) BASIS OF PRESENTATION

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

The preparation of financial statements, in conformity with generally
accepted accounting principles, requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates. The most
significant estimates include those used in determining deferred policy
acquisition costs and the liability for future policy benefits and other
policyholder funds. Although some variability is inherent in these estimates,
management believes the amounts provided are adequate.

Certain reclassifications have been made to prior year financial information
to conform to the current year presentation.

(B) CHANGES IN ACCOUNTING PRINCIPLES

In December 1997, the American Institute of Certified Public Accountants
("AICPA") issued Statement of Position ("SOP") No. 97-3 "Accounting by Insurance
and Other Enterprises for Insurance Related Assessments". This SOP provides
guidance on accounting by insurance and other enterprises for assessments
related to insurance activities. Specifically, the SOP provides guidance on when
a guaranty fund or other assessment should be recognized, how to measure the
liability, and what information should be disclosed. This SOP will be effective
for fiscal years beginning after December 15, 1998. Adoption of SOP 97-3 is not
expected to have a material impact on the Company's financial condition or
results of operations.

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

In June 1996, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 125, "Accounting for
Transfers and Servicing of Financial Assets and Extinguishment of Liabilities"
which is effective for transfers and servicing of financial
<PAGE>

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

assets and extinguishments of liabilities occurring after December 31, 1996.
This statement established criteria for determining whether transferred assets
should be accounted for as sales or secured borrowings. Subsequently, in
December 1996, the FASB issued SFAS No. 127, "Deferral of Effective Date of
Certain Provisions of FASB Statement No. 125", which defers the effective date
of certain provisions of SFAS No. 125 for one year. Adoption of SFAS No. 125 is
not expected to have a material effect on the Company's financial condition or
results of operations.

Effective January 1, 1996, the Company adopted SFAS No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
Of". This statement establishes accounting standards for the impairment of
long-lived assets, certain identifiable intangibles, and goodwill related to
those assets to be held and used and for long-lived assets and certain
identifiable intangibles to be disposed of. Adoption of SFAS No. 121 did not
have a material effect on the Company's financial condition or results of
operations.

The Company's cash flows were not impacted by these changes in accounting
principles.

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

(D) FUTURE POLICY BENEFITS AND OTHER POLICYHOLDER FUNDS

Liabilities for future policy benefits are computed by the net level premium
method using interest rate assumptions varying from 3% to 11% and withdrawal and
mortality assumptions appropriate at the time the policies were issued. Health
reserves, which are the result of sales of group long-term and short-term
disability, stop loss, Medicare Supplement and individual disability products,
are stated at amounts determined by estimates on individual cases and estimates
of unreported claims based on past experience. Liabilities for universal
life-type and investment contracts are stated at policyholder account values
before surrender charges.

(E) POLICYHOLDER REALIZED CAPITAL GAINS AND LOSSES

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

(F) INVESTMENTS

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

The Company's accounting policy for impairment requires recognition of an
other than temporary impairment charge on a security if it is determined that
the Company is unable to recover all amounts due under the contractual
obligations of the security. In addition, for securities expected to be sold, an
other than temporary impairment charge is recognized if the Company does not
expect the fair value of a security to recover to cost or amortized cost prior
to the expected date of sale. Once an impairment charge has been recorded, the
Company then continues to review the other than temporarily impaired securities
for appropriate valuation on an on-going basis.

During 1996, it was determined that certain individual securities within the
investment portfolio supporting the Company's block of guaranteed rate contract
business written prior to 1995 ("Closed Book GRC") could not recover to
amortized cost prior to sale. Therefore, an other than temporary impairment loss
of $88, after-tax, was recorded.

(G) DERIVATIVE INSTRUMENTS

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

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

with the after-tax difference from cost reflected in Stockholder's Equity.
Derivative instruments used to hedge other invested assets or liabilities are
carried at cost.

Derivative instruments must be designated at inception as a hedge and
measured for effectiveness both at inception and on an on-going basis. The
Company's minimum correlation threshold for hedge designation is 80%. If
correlation, which is assessed monthly and measured based on a rolling three
month average, falls below 80%, hedge accounting will be terminated. Derivative
instruments used to create a synthetic asset must meet synthetic accounting
criteria including designation at inception and consistency of terms between the
synthetic and the instrument being replicated. Consistent with industry
practice, synthetic instruments are accounted for like the financial instrument
it is intended to replicate. Derivative instruments which fail to meet risk
management criteria, subsequent to acquisition, are marked to market with the
impact reflected in the Consolidated Statements of Income.

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

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

The cost of options entered into as part of a risk management strategy are
basis adjusted to the underlying asset or liability and amortized over the
remaining life of the option. Gains or losses on expiration or termination are
adjusted into the basis of the underlying asset or liability and amortized over
the remaining asset life.

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

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

Forward exchange contracts and foreign currency swaps are accounted for in
accordance with SFAS No. 52. Changes in the spot rate of instruments designated
as hedges of the net investment in a foreign subsidiary are reflected in the
cumulative translation adjustments component of Stockholder's Equity. Cash flows
from futures, options, and swaps, accounted for as hedges, are included with the
cash flows of the item being hedged.

(H) SEPARATE ACCOUNTS

The Company maintains separate account assets and liabilities which are
reported at fair value. Separate account assets are segregated from other
investments, and investment income and gains and losses accrue directly to the
policyholders. Separate accounts reflect two categories of risk assumption:
non-guaranteed separate accounts, wherein the policyholder assumes the
investment risk, and guaranteed separate account assets, wherein the Company
contractually guarantees either a minimum return or account value to the
policyholder.

(I) DEFERRED POLICY ACQUISITION COSTS

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

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

for the books of business are reestimated and adjusted by a cumulative charge or
credit to income.

The Company's other expenses include the following:

<TABLE>
<CAPTION>
1997 1996 1995
--------- --------- ---------
<S> <C> <C> <C>
Commissions........................... $ 976 $ 848 $ 619
Deferred acquisition costs............ (862) (823) (618)
Other................................. 472 402 316
--------- --------- ---------
Total other expenses.............. $ 586 $ 427 $ 317
--------- --------- ---------
--------- --------- ---------
</TABLE>

(J) DIVIDENDS TO POLICYHOLDERS

Certain life insurance policies contain dividend payment provisions that
enable the policyholder to participate in the earnings of the life insurance
subsidiaries of the Company. The participating insurance in force accounted for
55%, 44%, and 41% in 1997, 1996, and 1995, respectively, of total insurance in
force.

3. INITIAL PUBLIC OFFERING

On February 10, 1997, Hartford Life filed a registration statement, as
amended, with the Securities and Exchange Commission, relating to the IPO of
Hartford Life's Class A Common Stock. Pursuant to the IPO on May 22, 1997,
Hartford Life sold to the public 26 million shares at $28.25 per share and
received proceeds, net of offering expenses, of $687. Of the proceeds, $527 was
used to retire debt related to Hartford Life's promissory notes outstanding and
line of credit. The remaining $160 was contributed by Hartford Life to HLA to
support growth in its core businesses. The 26 million shares sold in the
Offering represent approximately 18.6% of the equity ownership in Hartford Life
and approximately 4.4% of the combined voting power of Hartford Life's Class A
and Class B Common Stock. The Hartford owns all of the 114 million outstanding
shares of Class B Common Stock of Hartford Life, representing approximately
81.4% of the equity ownership in Hartford Life and approximately 95.6% of the
combined voting power of Hartford Life's Class A and Class B Common Stock.
Holders of Class A Common Stock generally have identical rights to the holders
of Class B Common Stock except that the holders of Class A Common Stock are
entitled to one vote per share while holders of Class B Common Stock are
entitled to five votes per share on all matters submitted to a vote of Hartford
Life's stockholders.

4. INVESTMENTS AND DERIVATIVE INSTRUMENTS

(A) COMPONENTS OF NET INVESTMENT INCOME

<TABLE>
<CAPTION>
FOR THE YEARS ENDED
DECEMBER 31,
-------------------------------
1997 1996 1995
--------- --------- ---------
<S> <C> <C> <C>
Interest income from fixed
maturities......................... $ 932 $ 918 $ 996
Interest income from policy loans... 425 477 342
Income from other investments....... 26 15 1
--------- --------- ---------
Gross investment income............. 1,383 1,410 1,339
Less: Investment expenses........... 15 13 11
--------- --------- ---------
Net investment income............... $ 1,368 $ 1,397 $ 1,328
--------- --------- ---------
--------- --------- ---------
</TABLE>

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

<TABLE>
<CAPTION>
FOR THE YEARS ENDED
DECEMBER 31,
---------------------------------
1997 1996 1995
----- --------- ---------
<S> <C> <C> <C>
Fixed maturities......................... $ (7) $ (201) $ 23
Equity securities........................ 12 2 (6)
Real estate and other.................... (1) (4) (25)
Less: Increase in liability to
policyholders for realized capital
gains................................... -- (10) (3)
--- --------- ---------
Net realized capital gains (losses) $ 4 $ (213) $ (11)
--- --------- ---------
--- --------- ---------
</TABLE>

<TABLE>
<CAPTION>
FOR THE YEARS ENDED
DECEMBER 31,
-------------------------------------
1997 1996 1995
----- ----- -----
<S> <C> <C> <C>
Gross unrealized capital gains.............. $ 14 $ 13 $ 4
Gross unrealized capital losses............. -- (1) (2)
--- --- ---
Net unrealized capital gains................ 14 12 2
Deferred income tax expense................. 5 4 1
--- --- ---
Net unrealized capital gains, net of tax.... 9 8 1
Balance -- beginning of year................ 8 1 (6)
--- --- ---
Net change in unrealized capital gains
(losses) on equity securities.............. $ 1 $ 7 $ 7
--- --- ---
--- --- ---
</TABLE>

<PAGE>

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

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

<TABLE>
<CAPTION>
FOR THE YEARS ENDED
DECEMBER 31,
---------------------
1997 1996 1995
----- ----- -----
<S> <C> <C> <C>
Gross unrealized capital gains................................... $ 371 $ 386 $ 529
Gross unrealized capital losses.................................. (80) (341) (569)
Unrealized capital (gains) losses credited to policyholders...... (30) (11) (52)
----- ----- -----
Net unrealized capital gains (losses)............................ 261 34 (92)
Deferred income tax expense (benefit)............................ 91 12 (34)
----- ----- -----
Net unrealized capital gains (losses), net of tax................ 170 22 (58)
Balance -- beginning of year..................................... 22 (58) (648)
----- ----- -----
Net change in unrealized capital gains (losses) on fixed
maturities...................................................... $ 148 $ 80 $ 590
----- ----- -----
----- ----- -----
</TABLE>

(E) FIXED MATURITY INVESTMENTS

<TABLE>
<CAPTION>
AS OF DECEMBER 31, 1997
---------------------------------------------------
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED
COST GAINS LOSSES FAIR VALUE
---------- ----------- ----------- ----------
<S> <C> <C> <C> <C>
U.S. gov't and gov't agencies and authorities
(guaranteed and sponsored)...................................... $ 217 $ 3 $ (1) $ 219
U.S. gov't and gov't agencies and authorities
(guaranteed and sponsored) -- asset backed...................... 1,175 64 (35) 1,204
States, municipalities and political subdivisions................ 211 7 (1) 217
International governments........................................ 376 20 (3) 393
Public utilities................................................. 871 26 (3) 894
All other corporate including international...................... 5,033 200 (25) 5,208
All other corporate -- asset backed.............................. 4,091 41 (8) 4,124
Short-term investments........................................... 1,318 -- -- 1,318
Certificates of deposit.......................................... 593 10 (4) 599
---------- ----- ----- ----------
Total fixed maturities....................................... $13,885 $371 $(80) $14,176
---------- ----- ----- ----------
---------- ----- ----- ----------
</TABLE>

<TABLE>
<CAPTION>
AS OF DECEMBER 31, 1996
---------------------------------------------------
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED
COST GAINS LOSSES FAIR VALUE
---------- ----------- ----------- ----------
<S> <C> <C> <C> <C>
U.S. gov't and gov't agencies and authorities
(guaranteed and sponsored)...................................... $ 166 $ 12 $ (3) $ 175
U.S. gov't and gov't agencies and authorities
(guaranteed and sponsored) -- asset backed...................... 1,970 161 (128) 2,003
States, municipalities and political subdivisions................ 373 6 (11) 368
International governments........................................ 281 12 (4) 289
Public utilities................................................. 877 12 (8) 881
All other corporate including international...................... 4,656 120 (107) 4,669
All other corporate -- asset backed.............................. 3,601 49 (59) 3,591
Short-term investments........................................... 1,655 14 (21) 1,648
---------- ----- ----------- ----------
Total fixed maturities....................................... $13,579 $386 $(341) $13,624
---------- ----- ----------- ----------
---------- ----- ----------- ----------
</TABLE>

The amortized cost and estimated fair value of fixed maturity investments at
December 31, 1997 by estimated maturity year are shown below. Expected
maturities differ from contractual maturities due to call or prepayment
provisions. Asset backed securities, including MBS and CMO's, are distributed to
maturity year based on the Company's estimates of the rate of future prepayments
of principal over the remaining lives of the securities. These estimates are
developed using prepayment speeds provided in broker consensus data. Such
estimates are derived from prepayment speeds experienced at the interest rate
levels projected for the applicable underlying collateral and can be expected to
vary from actual experience.

MATURITY

<TABLE>
<CAPTION>
AMORTIZED
COST FAIR VALUE
----------- -----------
<S> <C> <C>
One year or less......................... $ 2,838 $ 2,867
Over one year through five years......... 5,528 5,595
Over five years through ten years........ 3,094 3,156
Over ten years........................... 2,425 2,558
----------- -----------
Total................................ $ 13,885 $ 14,176
----------- -----------
----------- -----------
</TABLE>

<PAGE>

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

Sales of fixed maturities, excluding short-term fixed maturities, for the
years ended December 31, 1997, 1996 and 1995 resulted in proceeds of $4.2
billion, $3.5 billion and $4.8 billion, gross realized capital gains of $169,
$87 and $91, gross realized capital losses (including writedowns) of $176, $298
and $72, respectively. Sales of equity security investments for the years ended
December 31, 1997, 1996 and 1995 resulted in proceeds of $132, $74 and $64,
gross realized capital gains of $12, $2 and $28 and gross realized capital
losses of $0, $0 and $59, respectively.

(F) CONCENTRATION OF CREDIT RISK

Excluding investments in U.S. government and agencies, the Company has not
invested in the securities of a single issuer in amounts greater than 10% of
stockholder's equity at December 31, 1997.

(G) DERIVATIVE INSTRUMENTS

The Company utilizes a variety of derivative instruments, including swaps,
caps, floors, forwards and exchange traded futures and options, in accordance
with Company policy and in order to achieve one of three Company approved
objectives: to hedge risk arising from interest rate, price or currency exchange
rate volatility; to manage liquidity; or, to control transactions costs. The
Company utilizes derivative instruments to manage market risk through four
principal risk management strategies: hedging anticipated transactions, hedging
liability instruments, hedging invested assets and hedging portfolios of assets
and/or liabilities. The Company does not trade in these instruments for the
express purpose of earning trading profits.
The Company maintains a derivatives counterparty exposure policy which
establishes market-based credit limits, favors long-term financial stability and
creditworthiness, and typically requires credit enhancement/credit risk reducing
agreements. Credit risk is measured as the amount owed to the Company based on
current market conditions and potential payment obligations between the Company
and its counterparties. Credit exposures are quantified weekly and netted, and
collateral is pledged to or held by the Company to the extent the current value
of derivatives exceed exposure policy thresholds.

The Company's derivative program is monitored by an internal compliance unit
and is reviewed by senior management and Hartford Life's Finance Committee.
Notional amounts, which represent the basis upon which pay or receive amounts
are calculated and are not reflective of credit risk, pertaining to derivative
financial instruments (excluding the Company's guaranteed separate account
derivative investments), totaled $6.5 billion and $9.9 billion ($4.6 billion and
$7.4 billion related to the Company's investments, $1.9 billion and $2.5 billion
on the Company's liabilities) at December 31, 1997 and 1996, respectively.

The table below provides a summary of derivative instruments held by the
Company at December 31, 1997 and 1996, segregated by major investment and
liability category:

<TABLE>
<CAPTION>
1997 -- AMOUNT HEDGED (NOTIONAL AMOUNTS)
----------------------------------------------------------------------------------
PURCHASED
CAPS, FOREIGN
TOTAL ISSUED FLOORS INTEREST CURRENCY TOTAL
CARRYING CAPS & AND FUTURES RATE SWAPS NOTIONAL
ASSETS HEDGED VALUE FLOORS OPTIONS (2) SWAPS (3) AMOUNT
- ----------------------------------- -------- -------- ---------- ---------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Asset backed securities (excluding
inverse floaters and
anticipatory)..................... $ 5,253 $ 500 $ 1,404 $ 28 $ 221 $-- $ 2,153
Inverse floaters (1)............... 75 47 80 -- 25 -- 152
Anticipatory (4)................... -- -- -- -- -- -- --
Other bonds and notes.............. 7,531 462 460 22 1,258 91 2,293
Short-term investments............. 1,317 -- -- -- -- -- --
-------- -------- ---------- --- ---------- --- ----------
Total fixed maturities......... 14,176 1,009 1,944 50 1,504 91 4,598
Equity securities, policy loans and
other investments................. 3,983 -- -- -- -- -- --
-------- -------- ---------- --- ---------- --- ----------
Total investments.............. $ 18,159 $ 1,009 $ 1,944 $ 50 $ 1,504 $91 $ 4,598
Long term debt................. -- -- -- -- -- -- --
Other policy claims............ -- 10 150 -- 1,747 -- 1,907
-------- -------- ---------- --- ---------- --- ----------
Total derivatives -- notional
value........................... $ 1,019 $ 2,094 $ 50 $ 3,251 $91 $ 6,505
-------- -------- ---------- --- ---------- --- ----------
Total derivatives -- fair value.... $ (8) $ 23 $ -- $ 19 $(6) $ 28
-------- -------- ---------- --- ---------- --- ----------
-------- -------- ---------- --- ---------- --- ----------
</TABLE>

<PAGE>

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

<TABLE>
<CAPTION>
1996 --AMOUNT HEDGED (NOTIONAL AMOUNTS)
--------------------------------------------------------------------------
FOREIGN
TOTAL ISSUED PURCHASED INTEREST CURRENCY TOTAL
CARRYING CAPS & CAPS, FLOORS RATE SWAPS NOTIONAL
ASSETS HEDGED VALUE FLOORS AND OPTIONS FUTURES (2) SWAPS (3) AMOUNT
- ----------------------------------- -------- ------- ------------ ----------- --------- -------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Asset backed securities (excluding
inverse floaters and
anticipatory)..................... $ 5,242 $ 500 $ 2,454 $ -- $ 941 $ -- $3,895
Inverse floaters (1)............... 352 98 856 -- 346 -- 1,300
Anticipatory (4)................... -- -- -- 132 -- -- 132
Other bonds and notes.............. 7,369 425 440 5 1,079 125 2,074
Short-term investments............. 661 -- -- -- -- -- --
-------- ------- ------------ ----- --------- -------- -------
Total fixed maturities......... 13,624 1,023 3,750 137 2,366 125 7,401
Equity securities, policy loans and
other investments................. 4,011 -- -- -- 19 -- 19
-------- ------- ------------ ----- --------- -------- -------
Total investments.............. $ 17,635 $ 1,023 $ 3,750 $ 137 $ 2,385 $ 125 $7,420
Long term debt................. -- -- -- -- -- -- --
Other policy claims............ -- 10 150 -- 2,351 -- 2,511
-------- ------- ------------ ----- --------- -------- -------
Total derivatives -- notional
value......................... $ 1,033 $ 3,900 $ 137 $ 4,736 $ 125 $9,931
-------- ------- ------------ ----- --------- -------- -------
Total derivatives -- fair
value......................... $ (10) $ 38 $ -- $ 2 $ (9 ) $ 21
-------- ------- ------------ ----- --------- -------- -------
-------- ------- ------------ ----- --------- -------- -------
</TABLE>

- ---------

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

(2) As of December 31, 1997 and 1996, over 44% and 39% , respectively, of
the notional futures contracts expire within one year.

(3) As of December 31, 1997 and 1996, over 16% and 42%, respectively, of
foreign currency swaps expire within one year; the balance matures over the
succeeding 9 years.

(4) Deferred gains and losses on anticipatory transactions are included in
the carrying value of fixed maturities in the Consolidated Balance Sheets. At
the time of the ultimate purchase, they are reflected as a basis adjustment to
the purchased asset. At December 31, 1997, the Company had $0 deferred gains and
losses. At December 31, 1996, the Company had $0.9 in net deferred gains for
futures, interest rate swaps and purchased options of which $2.0 was basis
adjusted in 1997.

The following is a reconciliation of notional amounts by derivative type and
strategy as of December 31, 1997 and 1996:

<TABLE>
<CAPTION>
DECEMBER 31, 1996 MATURITIES/ DECEMBER 31, 1997
NOTIONAL AMOUNT ADDITIONS TERMINATIONS (1) NOTIONAL AMOUNT
----------------- -------- ----------------- -----------------
<S> <C> <C> <C> <C>
BY DERIVATIVE TYPE
Caps......................................... $1,755 $ 14 $ 530 $1,239
Floors....................................... 3,168 28 1,332 1,864
Swaps/Forwards............................... 4,861 941 2,460 3,342
Futures...................................... 137 131 218 50
Options...................................... 10 -- -- 10
------- -------- ------- -------
Total.................................... $9,931 $1,114 $4,540 $6,505
------- -------- ------- -------
BY STRATEGY
Liability.................................... $2,511 $ 191 $ 795 $1,907
Anticipatory................................. 132 4 136 --
Asset........................................ 2,112 739 1,046 1,805
Portfolio.................................... 5,176 180 2,563 2,793
------- -------- ------- -------
Total.................................... $9,931 $1,114 $4,540 $6,505
------- -------- ------- -------
------- -------- ------- -------
</TABLE>

- ---------

(1) During 1997, the Company had no significant gains or losses on terminations
of hedge positions using derivative financial instruments.
<PAGE>

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

5. FAIR VALUE OF FINANCIAL INSTRUMENTS

Statement of Financial Accounting Standards No. 107 "Disclosure about Fair
Value of Financial Instruments" requires disclosure of fair value information of
financial instruments. For certain financial instruments where quoted market
prices are not available, other independent valuation techniques and assumptions
are used. Because considerable judgment is used, these estimates are not
necessarily indicative of amounts that could be realized in a current market
exchange. SFAS No. 107 excludes certain financial instruments from disclosure,
including insurance contracts.

For cash, short-term investments, accounts receivable, policy loans,
mortgage loans and other liabilities, carrying amounts on the Consolidated
Balance Sheets approximate fair value.

Fair value for fixed maturities and marketable equity securities are based
upon quoted market prices. Fair value for securities that are not publicly
traded are analytically determined. These amounts are disclosed in Note 4 of
Notes to Consolidated Financial Statements.

The fair value of derivative financial instruments, including swaps, caps,
floors, futures, options and forward commitments, is determined using a pricing
model which is validated through quarterly comparison to dealer quoted prices.
Amounts are disclosed in Note 4 of Notes to Consolidated Financial Statements.

Fair value for partnerships and trusts are based on external market
valuations from partnership and trust management.

Other policy claims and benefits payable fair value information is
determined by estimating future cash flows, discounted at the current market
rate.

The carrying amount and fair values of the Company's financial instruments
at December 31, 1997 and 1996 were as follows:

<TABLE>
<CAPTION>
1997 1996
------------------ ------------------
CARRYING FAIR CARRYING FAIR
AMOUNT VALUE AMOUNT VALUE
--------- ------- --------- -------
<S> <C> <C> <C> <C>
ASSETS
Fixed maturities..................................... $ 14,176 $14,176 $ 13,624 $13,624
Equity securities.................................... 180 180 119 119
Policy loans......................................... 3,756 3,756 3,836 3,836
Mortgage loans....................................... -- -- 2 2
Investments in partnerships, trusts and other........ 47 91 54 104
LIABILITIES
Other policy benefits................................ $ 11,769 $11,755 $ 11,707 $11,469
</TABLE>

6. SEPARATE ACCOUNTS

The Company maintained separate account assets and liabilities totaling
$69.1 billion and $49.7 billion at December 31, 1997 and 1996, respectively,
which are reported at fair value. Separate account assets are segregated from
other investments and net investment income and net realized capital gains and
losses accrue directly to the policyholder. Separate accounts reflect two
categories of risk assumption: non-guaranteed separate accounts totaling $58.6
billion and $39.4 billion at December 31, 1997 and 1996, respectively, wherein
the policyholder assumes the investment risk, and guaranteed separate accounts
totaling $10.5 and $10.3 billion at December 31, 1997 and 1996, respectively,
wherein the Company contractually guarantees either a minimum return or account
value to the policyholder. Included in the non-guaranteed category were policy
loans totaling $1.9 billion and $2.0 billion at December 31, 1997 and 1996,
respectively. Net investment income (including net realized capital gains and
losses) and interest credited to policyholders on separate account assets are
not reflected in the Consolidated Statements of Income.

Separate account management fees were $699, $538 and $387 in 1997, 1996 and
1995, respectively. The guaranteed separate accounts include fixed market value
adjusted individual annuity and modified guaranteed life insurance. The average
credited interest rate on these contracts was 6.52% at December 31, 1997. The
assets that support these liabilities were comprised of $10.2 billion in fixed
maturities as of December 31, 1997. The portfolios are segregated from other
investments and are managed to minimize liquidity and interest rate risk. In
order to minimize the risk of disintermediation associated with early
withdrawals, fixed MVA annuity and modified guaranteed life insurance contracts
carry a graded surrender charge as well as a market value adjustment. Additional
investment risk is hedged using a variety of derivatives which totaled $119 in
carrying value and $3.0 billion in notional amounts as of December 31, 1997.
<PAGE>

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

7. INCOME TAX

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

As long as The Hartford continues to beneficially own, directly or
indirectly, at least 80% of the combined voting power and 80% of the value of
the outstanding capital stock of Hartford Life, the Company will be included for
Federal income tax purposes in the affiliated group of which The Hartford is the
common parent. To the extent allowed by law, it is the intention of The Hartford
and its subsidiaries to continue to file a single consolidated Federal income
tax return. The Company will continue to remit (receive from) The Hartford a
current income tax provision (benefit) computed in accordance with such tax
sharing agreement. The Company's effective tax rate was 36%, 35% and 32% in
1997, 1996 and 1995, respectively.

Income tax expense is as follows:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED
DECEMBER 31,
-------------------------
1997 1996 1995
---- ------ ------
<S> <C> <C> <C>
Current...................................... $119 $ 122 $ 211
Deferred..................................... 48 (102) (149)
---- ------ ------
Income tax expense......................... $167 $ 20 $ 62
---- ------ ------
---- ------ ------
</TABLE>

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

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
-----------------------------------
1997 1996 1995
--------- ----- -----
<S> <C> <C> <C>
Tax provision at the U.S. Federal statutory
rate...................................... $ 164 $ 20 $ 67
Tax-exempt income.......................... -- -- (3)
Foreign tax credit......................... -- -- (4)
Other...................................... 3 -- 2
--------- --- ---
Total.................................... $ 167 $ 20 $ 62
--------- --- ---
--------- --- ---
</TABLE>

Deferred tax assets include the following at December 31:

<TABLE>
<CAPTION>
1997 1996
--------- ---------
<S> <C> <C>
Tax return deferred acquisition costs............ $ 639 $ 514
Financial statement deferred acquisition costs
and reserves.................................... (366) (242)
Employee benefits................................ 5 8
Net unrealized capital gains on securities....... (96) (16)
Investments and other............................ 166 210
--------- ---------
Total.......................................... $ 348 $ 474
--------- ---------
--------- ---------
</TABLE>

Income taxes paid were $9, $189 and $162 in 1997, 1996 and 1995,
respectively. The Company had a current tax payment of $27 due to The Hartford
at December 31, 1997 and a tax refund due from The Hartford of $72 at December
31, 1996.

Prior to the Tax Reform Act of 1984, the Life Insurance Company Income Tax
Act of 1959 permitted the deferral from taxation of a portion of statutory
income under certain circumstances. In these situations, the deferred income was
accumulated in a "Policyholders' Surplus Account" and will be taxable in the
future only under conditions which management considers to be remote; therefore,
no Federal income taxes have been provided on this deferred income. The balance
for tax return purposes of the Policyholders' Surplus Account as of December 31,
1997 was $37.

8. POSTRETIREMENT BENEFIT AND SAVINGS PLANS

(A) PENSION PLANS

The Company's employees are included in The Hartford's noncontributory
defined benefit pension plans. These plans provide pension benefits that are
based on years of service and the employee's compensation during the last ten
years of employment. The Company's funding policy is to contribute annually an
amount between the minimum funding requirements set forth in the Employee
Retirement Income Security Act of 1974, as amended, and the maximum amount that
can be deducted for U.S. Federal income tax purposes. Generally, pension costs
are funded through the purchase of the Company's group pension contracts. The
cost to the Company was approximately $5, $5 and $2 in 1997, 1996 and 1995,
respectively.

The Company also provides, through The Hartford, certain health care and
life insurance benefits for eligible retired employees. A substantial portion of
the Company's employees may become eligible for these benefits upon retirement.
The Company's contribution for health care benefits will depend on the retiree's
date of retirement and years of service. In addition, the plan has a defined
dollar cap which limits average Company contributions. The Company has prefunded
a portion of the health care and life insurance obligations through trust funds
where such prefunding can be accomplished on a tax effective basis.
Postretirement health care and life insurance benefits expense, allocated by The
Hartford, was immaterial to the results of operations for 1997, 1996 and 1995,
respectively.

The assumed rate in the per capita cost of health care (the health care
trend rate) was 8.5% for 1997, decreasing ratably to 6.0% in the year 2001.
Increasing the health care trend rates by one percent per year would have an
immaterial impact on the accumulated postretirement benefit obligation and the
annual expense. To the extent that the actual experience differs from the
inherent assumptions,
<PAGE>

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

the effect will be amortized over the average future service of covered
employees.

(B) INVESTMENT AND SAVINGS PLAN
Substantially all employees of the Company are eligible to participate in The
Hartford's Investment and Savings Plan. Under this plan, designated
contributions, which may be invested in Class A Common Stock of Hartford Life or
certain other investments, are matched, up to 3% of compensation, by the
Company. The cost to the Company for the above-mentioned plans was approximately
$2 in 1997.

9. STOCK COMPENSATION PLANS

During the second quarter of 1997, Hartford Life adopted the 1997 HLI
Incentive Stock Plan (the "Plan"). Under the Plan, options granted may be either
non-qualified options or incentive stock options qualifying under Section 422A
of the Internal Revenue Code. The aggregate number of shares of Class A Common
Stock which may be awarded in any one year shall be subject to an annual limit.
The maximum number of shares of Class A Common Stock which may be granted under
the Plan in each year shall be 1.5% of the total issued and outstanding shares
of Hartford Life Class A Common Stock and treasury stock as reported in the
Annual Report on Hartford Life's Form 10-K for the preceding year plus unused
portions of such limit from prior years. In addition, no more than 5,000,000
shares of Class A Common Stock shall be cumulatively available for awards of
incentive stock options under the Plan, and no more than 20% of the total number
of shares on a cumulative basis shall be available for restricted stock and
performance shares.

All options granted have an exercise price equal to the market price of
Hartford Life's stock on the date of grant and an option's maximum term is ten
years. Certain nonperformance based options become exercisable upon the
attainment of specified market price appreciation of Hartford Life's common
shares or at seven years after the date of grant, while the remaining
nonperformance based options become exercisable over a three year period
commencing with the date of grant.

Also included in the Plan are long term performance awards which become
payable upon the attainment of specific performance goals achieved over a three
year period.

During the second quarter of 1997, Hartford Life established the HLI
Employee Stock Purchase Plan ("ESPP"). Under this plan, eligible employees of
Hartford Life and the Company may purchase Class A Common Stock of Hartford Life
at a 15% discount from the lower of the market price at the beginning or end of
the quarterly offering period. Hartford Life may sell up to 2,700,000 shares of
stock to eligible employees. Hartford Life sold 54,316 shares under the ESPP in
1997.

10. REINSURANCE

The Company cedes insurance to other insurers, including its parent HLA, in
order to limit its maximum loss. Such transfer does not relieve the Company of
its primary liability. The Company also assumes insurance from other insurers.
Failure of reinsurers to honor their obligations could result in losses to the
Company. The Company evaluates the financial condition of its reinsurers and
monitors concentration of credit risk.

Net premiums and other considerations were comprised of the following:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
-------------------------------------
1997 1996 1995
--------- --------- ---------
<S> <C> <C> <C>
Gross premiums............................... $ 2,164 $ 2,138 $ 1,545
Assumed...................................... 159 190 591
Ceded........................................ (686) (623) (649)
--------- --------- ---------
Net premiums and other considerations...... $ 1,637 $ 1,705 $ 1,487
--------- --------- ---------
--------- --------- ---------
</TABLE>

The Company ceded approximately $76, $100 and $101 of group life premium in
1997, 1996 and 1995, respectively, representing $33.6 billion, $33.3 billion and
$32.3 billion of insurance in force, respectively. The Company ceded $339, $318
and $320 of accident and health premium to HLA in 1997, 1996 and 1995,
respectively. The Company assumed $89, $101 and $103 of premium in 1997, 1996
and 1995, respectively, representing $8.2 billion, $8.5 billion and $8.5 billion
of individual life insurance in force, respectively, from HLA.

Life reinsurance recoveries, which reduce death and other benefits,
approximated $158, $140 and $220 for the years ended December 31, 1997, 1996 and
1995, respectively.

As of December 31, 1997, the Company had reinsurance recoverables of $5.0
billion from Mutual Benefit Life Assurance Corporation ("Mutual Benefit"),
supported by assets in a security trust of $5.0 billion (including policy loans
and accrued interest of $4.5 billion). The risk of Mutual Benefit becoming
insolvent is mitigated by the reinsurance agreement's requirement that the
assets be kept in a security trust with the Company as sole beneficiary. The
Company has no other significant reinsurance-related concentrations of credit
risk.

11. RELATED PARTY TRANSACTIONS

Transactions of the Company with HA&I and its affiliates relate principally
to tax settlements, reinsurance, insurance coverage, rental and service fees,
payment of dividends and capital contributions. In addition, certain affiliated
insurance companies purchased group annuity contracts from the Company to fund
pension costs and claim annuities to settle casualty claims. Substantially all
general insurance expenses related to the Company, including rent and employee
benefit plan expenses, are initially paid by The Hartford. Direct expenses are
allocated to the Company using specific identification, and indirect expenses
are allocated using other applicable methods. Indirect expenses include those
for corporate areas which,
<PAGE>

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

depending on type, are allocated based on either a percentage of direct expenses
or on utilization. Indirect expenses allocated to the Company by The Hartford
were $34, $40, and $45 in 1997, 1996 and 1995, respectively. Management believes
that the methods used are reasonable.

The rent paid to Hartford Fire for space occupied by the Company was $7 in
1997, and $3 in 1996 and 1995. The Company expects to pay annual rent of $7 in
1998 and 1999, respectively, $12 in 2000 and 2001, respectively, $13 in 2002 and
$87 thereafter, over the remaining term of the sublease, which expires on
December 31, 2009. Rental expense is recognized over a level basis over the term
of the sublease and amounted to approximately $9 in 1997 and $8 in 1996 and
1995.

12. STATUTORY RESULTS

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

<TABLE>
<CAPTION>
FOR THE YEARS ENDED
DECEMBER 31,
--------------------------
1997 1996 1995
------ ------ ------
<S> <C> <C> <C>
Statutory net income......................... $ 214 $ 144 $ 112
------ ------ ------
Statutory surplus............................ $1,441 $1,207 $1,125
------ ------ ------
------ ------ ------
</TABLE>

A significant percentage of the consolidated statutory surplus is
permanently reinvested or is subject to various state regulatory restrictions
which limit the payment of dividends without prior approval. The total amount of
statutory dividends which may be paid by the insurance subsidiaries of the
Company in 1998 is estimated to be $144.

13. COMMITMENTS AND CONTINGENT LIABILITIES

(A) LITIGATION

The Company is involved in pending and threatened litigation in the normal
course of its business in which claims for monetary and punitive damages have
been asserted. Although there can be no assurances, management, at the present
time, does not anticipate that the ultimate liability arising from such pending
or threatened litigation will have a material effect on the financial condition
or operating results of the Company.

(B) GUARANTY FUNDS

Under insurance guaranty fund laws in each state, the District of Columbia
and Puerto Rico, insurers licensed to do business can be assessed by state
insurance guaranty associations for certain obligations of insolvent insurance
companies to policyholders and claimants. Recent regulatory actions against
certain large life insurers encountering financial difficulty have prompted
various state insurance guaranty associations to begin assessing life insurance
companies for the deemed losses. Most of these laws do provide, however, that an
assessment may be excused or deferred if it would threaten an insurer's solvency
and further provide annual limits on such assessments. A large part of the
assessments paid by the Company's insurance subsidiaries pursuant to these laws
may be used as credits for a portion of the Company's insurance subsidiaries'
premium taxes. The Company paid guaranty fund assessments of approximately $15,
$11 and $10 in 1997, 1996 and 1995, respectively, of which $4, $5, and $6 were
estimated to be creditable against premium taxes.

14. BUSINESS SEGMENT INFORMATION

The Company, along with its parent, sells financial products such as fixed
and variable annuities, retirement plan services, and life and disability
insurance on both an individual and a group basis. The Company divides its core
businesses into three segments: Annuity, Individual Life Insurance, and Employee
Benefits. The Company also maintains a Guaranteed Investment Contracts segment,
which is primarily comprised of guaranteed rate contract business written prior
to 1995 and a Corporate Operation. The Annuity segment offers individual
variable annuities and fixed market value adjusted annuities, deferred
compensation and retirement plan services, mutual funds, investment management
services and other financial products. The Individual Life Insurance segment
sells a variety of individual life insurance products, including variable life,
universal life, interest-sensitive whole life, and term life policies. The
Employee Benefits segment sells group insurance products, including group life,
group short and long-term disability and corporate owned life insurance, and
engages in certain international operations. The Guaranteed Investment Contracts
segment sells a limited amount of guaranteed investment contracts and contains
Closed Book GRC. Through its Corporate Operation, the Company reports items that
are not directly allocable to any of its business segments. Included in the
Corporate Operation are unallocated income and expense and certain other items
not directly allocable to any segment. Net realized capital gains and losses are
recognized in the period of realization, but are allocated to the segments
utilizing durations of the segment portfolios.
<PAGE>

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

The following table outlines revenues, operating income and assets by
business segment:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
----------------------------------
1997 1996 1995
-------- -------- --------
<S> <C> <C> <C>
REVENUES
Annuity.............................................. $ 1,269 $ 968 $ 759
Individual Life Insurance............................ 487 440 383
Employee Benefits.................................... 972 1,366 1,273
Guaranteed Investment Contracts...................... 241 34 337
Corporate Operation.................................. 40 81 52
-------- -------- --------
Total revenues..................................... $ 3,009 $ 2,889 $ 2,804
-------- -------- --------
-------- -------- --------
INCOME (LOSS) BEFORE INCOME TAX EXPENSE (BENEFIT)
Annuity.............................................. $ 317 $ 226 $ 171
Individual Life Insurance............................ 85 68 56
Employee Benefits.................................... 53 44 37
Guaranteed Investment Contracts...................... -- (346) (103)
Corporate Operation.................................. 14 66 30
-------- -------- --------
Total income before income tax expense............. $ 469 $ 58 $ 191
-------- -------- --------
-------- -------- --------
ASSETS
Annuity $ 69,152 $ 52,877 $ 39,732
Individual Life Insurance............................ 4,918 3,753 3,173
Employee Benefits.................................... 18,196 14,708 13,494
Guaranteed Investment Contracts...................... 3,347 4,533 6,069
Corporate Operation.................................. 2,343 1,891 1,729
-------- -------- --------
Total assets....................................... $ 97,956 $ 77,762 $ 64,197
-------- -------- --------
-------- -------- --------
</TABLE>

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

SCHEDULE I -- SUMMARY OF INVESTMENTS OTHER THAN INVESTMENTS IN AFFILIATES
AS OF DECEMBER 31, 1997
(IN MILLIONS)

<TABLE>
<CAPTION>
AMOUNT AT
WHICH
FAIR SHOWN ON
TYPE OF INVESTMENT COST VALUE BALANCE SHEET
- --------------------------------------------- ------- ------- --------------
<S> <C> <C> <C>
Fixed Maturities
Bonds and Notes
U. S. gov't and gov't agencies and
authorities (guaranteed and sponsored) $ 217 $ 219 $ 219
U. S. gov't and gov't agencies and
authorities (guaranteed and sponsored) --
asset-backed.............................. 1,175 1,204 1,204
States, municipalities and political
subdivisions.............................. 211 217 217
International governments.................. 376 393 393
Public utilities........................... 871 894 894
All other corporate including
international............................. 5,033 5,208 5,208
All other corporate -- asset-backed........ 4,091 4,124 4,124
Short-term investments..................... 1,318 1,318 1,318
Certificates of deposit...................... 593 599 599
------- ------- -------
Total fixed maturities....................... 13,885 14,176 14,176
------- ------- -------
Equity Securities
Common Stocks
Public utilities........................... -- -- --
Banks, trusts and insurance companies...... -- -- --
Industrial and miscellaneous............... 166 180 180
Nonredeemable preferred stocks............. -- -- --
------- ------- -------
Total equity securities...................... 166 180 180
------- ------- -------
Total fixed maturities and equity
securities.................................. 14,051 14,356 14,356
------- ------- -------
Real Estate.................................. -- -- --
Other Investments
Mortgage loans on real estate.............. -- -- --
Policy loans............................... 3,756 3,756 3,756
Investments in partnerships, trusts and
other..................................... 47 91 47
------- ------- -------
Total other investments...................... 3,803 3,847 3,803
------- ------- -------
Total investments............................ $17,854 $18,203 $18,159
------- ------- -------
------- ------- -------
</TABLE>

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

SCHEDULE III -- SUPPLEMENTARY INSURANCE INFORMATION
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
(IN MILLIONS)
<TABLE>
<CAPTION>
FUTURE
POLICY
BENEFITS,
UNPAID OTHER
DEFERRED CLAIMS POLICY
POLICY AND CLAIM CLAIMS AND PREMIUMS NET
ACQUISITION ADJUSTMENT BENEFITS AND OTHER INVESTMENT
SEGMENT COSTS EXPENSES PAYABLE CONSIDERATIONS INCOME
- --------------------------------------------- ----------- --------- ---------- --------------- ---------

<S> <C> <C> <C> <C> <C>
1997
Annuity...................................... $2,478 $2,070 $ 6,838 $ 769 $ 500
Individual Life Insurance.................... 837 392 2,182 323 164
Employee Benefits............................ -- 780 9,232 541 431
Guaranteed Investment Contracts.............. -- -- 2,782 2 239
Corporate Operation.......................... -- 28 -- 2 34
----------- --------- ---------- ------ ---------
Consolidated operations...................... $3,315 $3,270 $21,034 $1,637 $1,368
----------- --------- ---------- ------ ---------
----------- --------- ---------- ------ ---------

1996
Annuity...................................... $2,030 $1,526 $ 6,016 $ 535 $ 433
Individual Life Insurance.................... 730 346 2,160 287 153
Employee Benefits............................ -- 574 9,834 881 485
Guaranteed Investment Contracts.............. -- -- 4,124 2 251
Corporate Operation.......................... -- 28 -- -- 75
----------- --------- ---------- ------ ---------
Consolidated operations...................... $2,760 $2,474 $22,134 $1,705 $1,397
----------- --------- ---------- ------ ---------
----------- --------- ---------- ------ ---------

1995
Annuity...................................... $1,561 $1,314 $ 5,661 $ 319 $ 400
Individual Life Insurance.................... 615 706 1,932 246 137
Employee Benefits............................ 12 325 9,285 922 351
Guaranteed Investment Contracts.............. -- 28 5,720 -- 377
Corporate Operation.......................... -- -- -- -- 63
----------- --------- ---------- ------ ---------
Consolidated operations...................... $2,188 $2,373 $22,598 $1,487 $1,328
----------- --------- ---------- ------ ---------
----------- --------- ---------- ------ ---------

NET BENEFITS, AMORTIZATION
REALIZED CLAIMS AND OF DEFERRED
CAPITAL CLAIM POLICY
GAINS ADJUSTMENT ACQUISITION DIVIDENDS TO OTHER
SEGMENT (LOSSES) EXPENSES COSTS POLICYHOLDERS EXPENSES
- --------------------------------------------- ----------- ----------- ------------- ------------- ----------
<S> <C> <C> <C> <C> <C>
1997
Annuity...................................... $ -- $ 445 $250 $ -- $ 257
Individual Life Insurance.................... -- 242 83 -- 77
Employee Benefits............................ -- 425 2 240 252
Guaranteed Investment Contracts.............. -- 232 -- -- 9
Corporate Operation.......................... 4 35 -- -- (9)
----------- ----------- ----- ----- -----
Consolidated operations...................... $ 4 $1,379 $335 $240 $ 586
----------- ----------- ----- ----- -----
----------- ----------- ----- ----- -----
1996
Annuity...................................... $ -- $ 412 $174 $ -- $ 156
Individual Life Insurance.................... -- 245 59 -- 68
Employee Benefits............................ -- 546 -- 635 141
Guaranteed Investment Contracts.............. (219) 332 1 -- 47
Corporate Operation.......................... 6 -- -- -- 15
----------- ----------- ----- ----- -----
Consolidated operations...................... $(213) $1,535 $234 $635 $ 427
----------- ----------- ----- ----- -----
----------- ----------- ----- ----- -----
1995
Annuity...................................... $ -- $ 317 $117 $ -- $ 114
Individual Life Insurance.................... -- 203 70 -- 54
Employee Benefits............................ -- 424 -- 675 137
Guaranteed Investment Contracts.............. -- 453 12 -- 15
Corporate Operation.......................... (11) 25 -- -- (3)
----------- ----------- ----- ----- -----
Consolidated operations...................... $ (11) $1,422 $199 $675 $ 317
----------- ----------- ----- ----- -----
----------- ----------- ----- ----- -----
</TABLE>

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

SCHEDULE IV -- REINSURANCE
(IN MILLIONS)

<TABLE>
<CAPTION>
CEDED TO ASSUMED FROM PERCENTAGE
GROSS OTHER OTHER NET OF AMOUNT
AMOUNT COMPANIES COMPANIES AMOUNT ASSUMED TO NET
-------- -------------- -------------- -------- ---------------
<S> <C> <C> <C> <C> <C>
For the year ended December 31, 1997
Life insurance in force........................... $245,487 $ 178,771 $ 33,156 $ 99,872 33.2%
Insurance revenues
Life insurance and annuities.................... 1,818 340 157 1,635 9.6%
Accident and health insurance................... 346 346 2 2 100.0%
-------- -------------- ------- --------
Total insurance revenues.......................... $ 2,164 $ 686 $ 159 $ 1,637 9.7%
-------- -------------- ------- --------
-------- -------------- ------- --------
For the year ended December 31, 1996
Life insurance in force......................... $177,094 $ 106,146 $ 31,957 $102,905 31.1%
Insurance revenues
Life insurance and annuities.................... 1,801 298 169 1,672 10.1%
Accident and health insurance................... 337 325 21 33 63.6%
-------- -------------- ------- --------
Total insurance revenues.......................... $ 2,138 $ 623 $ 190 $ 1,705 11.1%
-------- -------------- ------- --------
-------- -------------- ------- --------
For the year ended December 31, 1995
Life insurance in force......................... $182,716 $ 112,774 $ 26,996 $ 96,938 27.8%
Insurance revenues
Life insurance and annuities.................... 1,232 325 574 1,481 38.8%
Accident and health insurance................... 313 324 17 6 283.3%
-------- -------------- ------- --------
Total insurance revenues.......................... $ 1,545 $ 649 $ 591 $ 1,487 39.7%
-------- -------------- ------- --------
-------- -------------- ------- --------
</TABLE>
<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) Copy of the Individual Flexible Premium Variable Annuity
Contract. (1)

(5) Form of Application. (1)

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

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

(7) Not applicable.

(8) Form of Participation Agreement.

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

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

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

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

(3) Incorporated by reference to Post Effective Amendment No. 15, to the
Registration Statement File No. 33-17207, filed on April 17, 1997.

<PAGE>

(11) No financial statements are omitted.

(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
- ---------------------------------------------------------------------
<S> <C>
Dong H. Ahn Vice President
- ---------------------------------------------------------------------
Wendell J. Bossen Vice President
- ---------------------------------------------------------------------
Gregory A. Boyko Senior Vice President, Chief Financial
Officer and Treasurer
- ---------------------------------------------------------------------
Peter W. Cummins Senior Vice President
- ---------------------------------------------------------------------
Ann M. deRaismes Senior Vice President
- ---------------------------------------------------------------------
Timothy M. Fitch Vice President and Actuary
- ---------------------------------------------------------------------
David T. Foy Vice President
- ---------------------------------------------------------------------
Bruce D. Gardner Vice President
- ---------------------------------------------------------------------
J. Richard Garrett Vice President and Assistant Treasurer
- ---------------------------------------------------------------------
John P. Ginnetti Executive Vice President and Director,
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
- ---------------------------------------------------------------------

<PAGE>

-3-

- --------------------------------------------------------------------------
NAME POSITION WITH HARTFORD
- --------------------------------------------------------------------------
Stephen T. Joyce Vice President
- --------------------------------------------------------------------------
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 and Director of Taxes
- --------------------------------------------------------------------------
Raymond J. Marra Vice President
- --------------------------------------------------------------------------
Thomas M. Marra Executive Vice President and Director
Individual Life and Annuity Division, Director*
- --------------------------------------------------------------------------
Robert F. Nolan 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 D. Raymond Senior Vice President and Chief Actuary
- --------------------------------------------------------------------------
Mary P. Robinson Vice President
- --------------------------------------------------------------------------
Donald A. Salama Vice President
- --------------------------------------------------------------------------
Timothy P. Schiltz Vice President
- --------------------------------------------------------------------------
Lowndes A. Smith President and Chief Operating Officer,
Director*
- --------------------------------------------------------------------------
Keith 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*
- --------------------------------------------------------------------------

</TABLE>

<PAGE>

-4-

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 February 28, 1998, there were 99,753 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. Section
33-771(a). Additionally, pursuant to Conn. Gen. Stat. Section 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 VIII, 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 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

<PAGE>

-5-

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:
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)
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
Hartford Life and Annuity Insurance Company - Putnam Capital Manager
Trust Separate Account Two
Hartford Life and Annuity Insurance Company - Separate Account Three
Hartford Life and Annuity Insurance Company - Separate Account Five
Hartford Life and Annuity Insurance Company - Separate Account Six

<PAGE>

-6-

American Maturity Life Insurance Company - Separate Account AMLVA

(b) Directors and Officers of HSD

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

</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 Statement.

Item 32. Undertaking

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

<PAGE>

-7-

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

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

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

33-17207
Putnam Capital Manager Trust Separate Account
<PAGE>

SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant certifies that it meets all the requirements for
effectiveness of this Registration Statement pursuant to Rule 485(b) under the
Securities Act of 1933 and duly caused this Registration Statement to be signed
on its behalf, in the City of Hartford, and State of Connecticut on this 10th
day of April, 1998.

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

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

HARTFORD LIFE INSURANCE COMPANY *By: /s/ Lynda Godkin
(Depositor) ------------------------
Lynda Godkin
Attorney-in-Fact

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

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

Gregory A. Boyko, Senior Vice President,
Chief Financial Officer & Treasurer, Director *
John P. Ginnetti, Executive Vice
President, Director *
Lynda Godkin, Senior Vice President,
General Counsel & Corporate Secretary, Director*
Thomas M. Marra, Executive Vice *By: /s/ Lynda Godkin
President, Director * ------------------------
Lowndes A. Smith, President & Lynda Godkin
Chief Operating Officer, Director * Attorney-In-Fact
Raymond P. Welnicki, Senior Vice
President, Director * Dated: April 10, 1998
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

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

(15) Copy of Power of Attorney

(16) Organizational Chart

<PAGE>

EXHIBIT 9

[LOGO]
HARTFORD LIFE

April 10, 1998 Lynda Godkin
Senior Vice President, General
Counsel & Corporate Secretary
Law Department

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

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

Dear Sir/Madam:

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

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

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

3. To the extent so provided under the Contracts, that portion
of the assets of the Account equal to the reserves and other
contract liabilities with respect to the Account will not be
chargeable with liabilities arising out of any other business
that the Company may conduct.

<PAGE>

Board of Directors
Hartford Life Insurance Company
April 10, 1998
Page 2

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

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

Sincerely,

/s/ Lynda Godkin

Lynda Godkin

<PAGE>

EXHIBIT 10

ARTHUR ANDERSEN LLP

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

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

/s/ Arthur Andersen LLP

Hartford, Connecticut
April 13, 1998

<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>

<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>