HARTFORD LIFE INS CO PUTNAM CAPITAL MGR TR SEPARATE ACCT TWO
N-4/A, 1999-04-19
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<PAGE>

   
    As filed with the Securities and Exchange Commission on April 19, 1999.
                                                              File No. 333-66939
                                                                       811-06285
    

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                  [X]

   
         Pre-Effective Amendment No._1_                                  [X]

         Post-Effective Amendment No.___                                 [ ]

    

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
   
                  Amendment No. 33                                       [X]
    

                          PUTNAM CAPITAL MANAGER TRUST
                                SEPARATE ACCOUNT
                           (Exact Name of Registrant)

                         HARTFORD LIFE INSURANCE COMPANY
                               (Name of Depositor)

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

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

                               Marianne O'Doherty
                                  Hartford Life
                                 P. O. Box 2999
                             Hartford, CT 06104-2999
                     (Name and Address of Agent for Service)
   
Approximate Date of Proposed Public Offering: As soon as practicable after the
effective date of the registration statement.
    

 It is proposed that this filing will become effective:

   
         ___  immediately upon filing pursuant to paragraph (b) of Rule 485
         ___  on ____________, 1999 pursuant to paragraph (b) of Rule 485
         ___  60 days after filing pursuant to paragraph (a)(1) of Rule 485
         ___  on ____________, 1999 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) UNDER THE INVESTMENT COMPANY ACT OF 1940, THE 
REGISTRANT HAS REGISTERED AN INDEFINITE AMOUNT OF SECURITIES.
    
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration shall become effective on such
date as the Commission, acting pursuant to Section 8(a), may determine.

<PAGE>


                              CROSS REFERENCE SHEET
                             PURSUANT TO RULE 495(A)


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

2.    Definitions                      Glossary of Special Terms

3.    Synopsis or Highlights           Summary

4.    Condensed Financial              Yield Information
      Information

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

6.    Deductions                       Contract Charges

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

8.    Annuity Period                   Settlement Provisions

9.    Death Benefit                    Death Benefits

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

11.   Redemptions                      Surrenders

12.   Taxes                            Federal Tax Considerations

13.   Legal Proceedings                Legal Matters and Experts

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

15.   Cover Page                       Part B; Statement of Additional
                                       Information

16.   Table of Contents                Table of Contents




<PAGE>

17.   General Information and History  Summary

18.   Services                         None

19.   Purchase of Securities           Distribution of Contracts
      being Offered

20.   Underwriters                     Distribution of Contracts

21.   Calculation of Performance Data  Calculation of Yield and Return

22.   Annuity Payments                 Settlement Provisions

23.   Financial Statements             Financial Statements

24.   Financial Statements and         Financial Statements and
      Exhibits                         Exhibits

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

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

27.   Number of Contract Owners        Number of Contract Owners

28.   Indemnification                  Indemnification

29.   Principal Underwriters           Principal Underwriters

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

31.   Management Services              Management Services

32.   Undertakings                     Undertakings



<PAGE>







                                     PART A






<PAGE>
   
HARTFORD LIFE INSURANCE COMPANY
[PRODUCT NAME]
PUTNAM CAPITAL MANAGER TRUST SEPARATE ACCOUNT
    
 
P.O. Box 5085
Hartford, Connecticut 06102-5085
Telephone: 1-800-521-0538 (Contract Owners)
 
- --------------------------------------------------------------------------------
 
   
This Prospectus describes information you should know before you purchase
[PRODUCT NAME] variable annuity. Please read it carefully.
    
 
   
[PRODUCT NAME] variable annuity is a contract between you and Hartford Life
Insurance Company where you agree to make at least one payment to us and we
agree to make a series of annuity payments to you at a later date. This annuity
is a flexible premium, tax-deferred, variable annuity offered to both
individuals and groups. It is:
    
 
x  Flexible, because you may add premium payments at any time.
 
x  Tax-deferred, which means you don't pay taxes until you take money out or
   until we start to make annuity payments to you.
 
x  Variable, because the value of your annuity will fluctuate with the
   performance of the underlying funds.
 
   
At the time you purchase, you allocate your Net Premium Payment, which is any
purchase payment less the sales charge and any premium taxes, to "sub-accounts".
These are subdivisions of our separate account, an account that keeps your
annuity assets separate from our company assets. The sub-accounts then purchase
shares of mutual funds set up exclusively for variable annuity or variable life
insurance products. These funds are not the same mutual funds that you buy
through your stockbroker or through a retail mutual fund. They may have similar
investment strategies and the same portfolio managers as retail mutual funds.
This annuity offers you funds with investment strategies ranging from
conservative to aggressive and you may pick those funds that meet your
investment goals and risk tolerance. The sub-accounts and the funds are listed
below:
    
 
   
- - Putnam Asia Pacific Growth Sub-Account which purchases Class IB shares of
  Putnam VT Asia Pacific Growth Fund of Putnam Variable Trust
    
 
   
- - Putnam Diversified Income Sub-Account which purchases Class IB shares of
  Putnam VT Diversified Income Fund of Putnam Variable Trust
    
 
   
- - Putnam The George Putnam Fund of Boston Sub-Account which purchases Class IB
  shares of Putnam VT The George Putnam Fund of Boston of Putnam Variable Trust
    
 
   
- - Putnam Global Asset Allocation Sub-Account which purchases Class IB shares of
  of Putnam VT Global Asset Allocation Fund of Putnam Variable Trust
    
 
   
- - Putnam Global Growth Sub-Account which purchases Class IB shares of Putnam VT
  Global Growth Fund of Putnam Variable Trust
    
 
   
- - Putnam Growth and Income Sub-Account which purchases Class IB shares of Putnam
  VT Growth and Income Fund of Putnam Variable Trust
    
 
   
- - Putnam Health Sciences Sub-Account which purchases Class IB shares of Putnam
  VT Health Sciences Fund of Putnam Variable Trust
    
 
   
- - Putnam High Yield Sub-Account which purchases Class IB shares of Putnam VT
  High Yield Fund of Putnam Variable Trust
    
 
   
- - Putnam Income Sub-Account (formerly Putnam U.S. Government and High Quality
  Bond Sub-Account) which purchases Class IB shares of Putnam VT Income Fund
  (formerly Putnam VT U.S. Government and High Quality Bond Fund) of Putnam
  Variable Trust
    
 
   
- - Putnam International Growth Sub-Account which purchases Class IB shares of
  Putnam VT International Growth Fund of Putnam Variable Trust
    
 
   
- - Putnam International Growth and Income Sub-Account which purchases Class IB
  shares of Putnam VT International Growth and Income Fund of Putnam Variable
  Trust
    
 
                            1     - PROSPECTUS
<PAGE>
   
- - Putnam International New Opportunities Sub-Account which purchases Class IB
  shares of Putnam VT International New Opportunities Fund of Putnam Variable
  Trust
    
 
   
- - Putnam Investors Sub-Account which purchases Class IB shares of Putnam VT
  Investors Fund of Putnam Variable Trust
    
 
   
- - Putnam Money Market Sub-Account which purchases Class IB shares of Putnam VT
  Money Market Fund of Putnam Variable Trust
    
 
   
- - Putnam New Opportunities Sub-Account which purchases Class IB shares of Putnam
  VT New Opportunities Fund of Putnam Variable Trust
    
 
   
- - Putnam New Value Sub-Account which purchases Class IB shares of Putnam VT New
  Value Fund of Putnam Variable Trust
    
 
   
- - Putnam OTC & Emerging Growth Sub-Account which purchases Class IB shares of
  Putnam VT OTC & Emerging Growth Fund of Putnam Variable Trust
    
 
   
- - Putnam Research Sub-Account which purchases Class IB shares of Putnam VT
  Research Fund of the Putnam Variable Trust
    
 
   
- - Putnam Small Cap Value Sub-Account which purchases Class IB shares of Putnam
  VT Small Cap Value Fund of Putnam Variable Trust
    
 
   
- - Putnam Utilities Growth and Income Sub-Account which purchases Class IB shares
  of Putnam VT Utilities Growth and Income Fund of Putnam Variable Trust
    
 
   
- - Putnam Vista Sub-Account which purchases Class IB shares of Putnam VT Vista
  Fund of Putnam Variable Trust
    
 
   
- - Putnam Voyager Sub-Account which purchases Class IB shares of Putnam VT
  Voyager Fund of Putnam Variable Trust
    
 
   
You may also allocate some or all of your Net Premium Payment to one of the
"Fixed Accumulation Features", which pays an interest rate guaranteed for a
certain time period from the time the payment is made. Net Premium Payments put
in a Fixed Accumulation Feature are not segregated from our company assets like
the assets of the separate account.
    
 
   
If you decide to buy this annuity, you should keep this Prospectus for your
records. You can also call us at 1-800-521-0538 to get a Statement of Additional
Information, free of charge. The Statement of Additional Information contains
more information about this annuity and, like this Prospectus, is filed with the
Securities and Exchange Commission. We have included the Table of Contents for
the Statement of Additional Information at the end of this Prospectus.
    
 
   
Although we file the Prospectus and the Statement of Additional Information with
the Securities and Exchange Commission, the Commission doesn't approve or
disapprove these securities or determine if the information is truthful or
complete. Anyone who represents that the Securities and Exchange Commission does
these things may be guilty of a criminal offense.
    
 
This Prospectus and the Statement of Additional Information can also be obtained
from the Securities and Exchange Commissions' website (HTTP://WWW.SEC.GOV).
 
This annuity IS NOT:
 
- -  A bank deposit or obligation
 
- -  Federally insured
 
- -  Endorsed by any bank or governmental agency
 
This annuity may not be available for sale in all states
 
   
Prospectus Dated: May 3, 1999
    
   
Statement of Additional Information Dated: May 3, 1999
    
 
   
                            2     - PROSPECTUS
    
<PAGE>
TABLE OF CONTENTS
      -------------------------------------------------------------------
   
<TABLE>
<CAPTION>
                                                                         PAGE
 ----------------------------------------------------------------------------
 <S>                                                                     <C>
    Glossary of Special Terms                                              4
 ----------------------------------------------------------------------------
    Fee Table                                                              5
 ----------------------------------------------------------------------------
    Annual Fund Operating Expenses                                         5
 ----------------------------------------------------------------------------
    Summary                                                                7
 ----------------------------------------------------------------------------
    Hartford Life Insurance Company                                        8
 ----------------------------------------------------------------------------
    The Separate Account                                                   8
 ----------------------------------------------------------------------------
    Performance Related Information                                       11
 ----------------------------------------------------------------------------
    The Fixed Accumulation Features                                       12
 ----------------------------------------------------------------------------
    The Contract                                                          13
 ----------------------------------------------------------------------------
       Contract Value - Before The Annuity Commencement Date              14
 ----------------------------------------------------------------------------
       Contract Value Transfers Before And After The Annuity
        Commencement Date                                                 14
 ----------------------------------------------------------------------------
       Surrenders                                                         15
 ----------------------------------------------------------------------------
       Contract Charges                                                   16
 ----------------------------------------------------------------------------
       Death Benefits                                                     18
 ----------------------------------------------------------------------------
 
<CAPTION>
                                                                         PAGE
 <S>                                                                     <C>
 ----------------------------------------------------------------------------
 
    Settlement Provisions                                                 19
 ----------------------------------------------------------------------------
       Annuity Payments                                                   20
 ----------------------------------------------------------------------------
    Federal Tax Considerations                                            22
 ----------------------------------------------------------------------------
    Miscellaneous                                                         26
 ----------------------------------------------------------------------------
       How Contracts Are Sold                                             26
 ----------------------------------------------------------------------------
       Legal Matters And Experts                                          28
 ----------------------------------------------------------------------------
       More Information                                                   28
 ----------------------------------------------------------------------------
    Appendix I - Information Regarding Tax-Qualified Retirement Plans     29
 ----------------------------------------------------------------------------
    Table Of Contents Of Statement Of Additional Information              32
 ----------------------------------------------------------------------------
</TABLE>
    
 
                            3     - PROSPECTUS
<PAGE>
GLOSSARY OF SPECIAL TERMS
      -------------------------------------------------------------------
 
   
ACCOUNT: Any of the Sub-Accounts or Fixed Accumulation Features.
    
 
ACCUMULATION UNIT: A unit of measure we use to calculate values before we begin
to make annuity payments to you.
 
ADMINISTRATIVE OFFICE: Located at 200 Hopmeadow Street, Simsbury, CT 06089. The
mailing address is Post Office Box 5085, Hartford, CT 06104-5085.
 
ANNIVERSARY VALUE: The value of your contract determined each year on the date
we issued your annuity. Each year we increase your anniversary value by any Net
Premium Payments made to us and reduce your value for any money taken out that
year.
 
ANNUAL MAINTENANCE FEE: An annual $30 charge for annuities having a value of
less than $50,000 on the most recent Contract Anniversary or when the annuity is
surrendered in full. The charge is deducted proportionately from the funds in
use at the time.
 
   
ANNUITANT: The person on whose life the Contract is based. The Annuitant may not
be changed.
    
 
   
ANNUITY CALCULATION DATE: The date we calculate your first annuity payment.
    
 
ANNUITY UNIT: A unit of measure we use to calculate the value of the annuity
payments we make to you.
 
ASSUMED INVESTMENT RETURN ('AIR'): The investment return, either 3%, 5% or 6%,
which we base your variable dollar amount payments on. You select the AIR before
we start to make annuity payments.
 
BENEFICIARY: The person or persons you designate to receive payment of the death
benefit upon the death of the Contract Owner.
 
CODE: The Internal Revenue Code of 1986, as amended.
 
   
CONTINGENT ANNUITANT: The person you may designate to become the Annuitant if
the original Annuitant dies before we begin making annuity payments.
    
 
   
CONTRACT: The contract is the individual Annuity contract and any endorsements
or riders. If you have a group annuity, you will receive a certificate rather
than a contract.
    
 
   
CONTRACT ANNIVERSARY: The annual anniversary of the date we issued your annuity.
If your contract anniversary falls on a day that is not a Valuation Day, then
the next Valuation Day will be your Contract Anniversary for that year.
    
 
   
CONTRACT VALUE: The total value of your Annuity that we get by adding up the
value of each of your Sub-Accounts and Fixed Accumulation Features.
    
 
CONTRACT YEAR: The 12 months following the date you purchased your annuity and
from any Contract Anniversary.
 
DOLLAR COST AVERAGING ("DCA"): Systematic transfers from one Account to another.
 
   
DCA PROGRAM FIXED ACCUMULATION FEATURES: Fixed Accumulation Features we
establish to use for dollar cost averaging programs. These are part of our
General Account.
    
 
   
DEATH BENEFIT: The amount we pay when the Contract Owner or the Annuitant dies.
    
 
   
FIXED ACCUMULATION FEATURE: This is an account that is part of our General
Account. You may allocate all or a portion of your Net Premium Payments or
transfer of Contract Value to this account.
    
 
   
GENERAL ACCOUNT: Our General Account that includes our company assets and your
annuity assets allocated to any of the Fixed Accumulation Features or DCA
Program Fixed Accumulation Features.
    
 
   
HARTFORD OR WE: Hartford Life Insurance Company. Only Hartford is capitalized in
this prospectus.
    
 
   
MAXIMUM ANNIVERSARY VALUE: This is the highest value your annuity reached on any
Contract Anniversary date prior to the deceased's 81st birthday, reduced by any
subsequent surrenders and increased by any subsequent additional Net Premium
Payments
    
 
NET PREMIUM PAYMENT: This is your premium payment minus any sales charge or
premium tax, or any other fee that we take prior to allocating payments
according to your instructions.
 
PAYEE: The person or party designated by you to receive annuity payments.
 
PREMIUM TAX: A tax charged by a state or municipality on premium payments.
 
   
SALES CHARGE: The charge you pay for this annuity when you purchase it and when
you make additional premium payments.
    
 
SURRENDER: A complete or partial withdrawal from your annuity
 
SURRENDER VALUE: What we pay you if you terminate your annuity before we begin
to make annuity payments.
 
VALUATION DAY: Every day the New York Stock Exchange is open for trading. The
value of the Separate Account is determined as of the close of the New York
Stock Exchange (generally 4:00 p.m. Eastern Time).
 
VALUATION PERIOD: The period between the close of business on successive
Valuation Days.
 
                            4     - PROSPECTUS
<PAGE>
FEE TABLE
      -------------------------------------------------------------------
 
CONTRACT OWNER TRANSACTION EXPENSES
 
   
<TABLE>
 <S>                                                                 <C>
 Maximum Sales Charge Imposed on Purchases (as a percentage of
   premium payments):                                                   5.5%
 ---------------------------------------------------------------------------
 Range of Sales Charges Imposed on Purchases (as a percentage of
   premium payments):
 ---------------------------------------------------------------------------
                                                                      Sales
     Premium Payment                                                 Charge
 ---------------------------------------------------------------------------
     Up to $49,999.99                                                   5.5%
 ---------------------------------------------------------------------------
     $50,000 to $99,999.99                                              4.5%
 ---------------------------------------------------------------------------
     $100,000 to $249,999.99                                            3.5%
 ---------------------------------------------------------------------------
     $250,000 to $499,999.99                                            2.5%
 ---------------------------------------------------------------------------
     $500,000 to $999,999.99                                            2.0%
 ---------------------------------------------------------------------------
     $1,000,000 and over                                                1.0%
 ---------------------------------------------------------------------------
 Annual Maintenance Fee (1)                                            $ 30
 ---------------------------------------------------------------------------
 SEPARATE ACCOUNT ANNUAL EXPENSES (As percentage of average
   sub-account value)
     Mortality and Expense Risk Charge                                 0.80%
 ---------------------------------------------------------------------------
     Total Separate Account Annual Expenses                            0.80%
 ---------------------------------------------------------------------------
</TABLE>
    
 
(1) The Annual Maintenance Fee is a single $30 charge deducted only when the
    Contract Value is less than $50,000 on the Contract Anniversary or upon
    request for full Surrender. It is deducted proportionally from the
    investment options in use at the time of the charge.
 
   
The purpose of this table is to assist you in understanding various costs you
will bear directly or indirectly. The table reflects expenses of the Separate
Account and underlying Funds. Premium Taxes, if applicable, have been taken into
account. This EXAMPLE should not be considered a representation of past or
future expenses and actual expenses may be greater or less than those shown.
    
 
   
Pursuant to requirements of the Investment Company Act of 1940, the Annual
Maintenance Fee has been reflected in the Examples by a method intended to show
the "average" impact of the Annual Maintenance Fee on an investment in the
Separate Account. The Annual Maintenance Fee is deducted only when the
accumulated value is less than $50,000. In the Example, the Annual Maintenance
Fee is approximately a 0.06% annual asset charge based on the experience of the
Contracts.
    
 
   
ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE NET ASSETS)
    
 
   
<TABLE>
<CAPTION>
                                                                                                        Total Fund
                                                         Management                                     Operating
                                                            Fees                                         Expenses
                                                         including                        Other         including
                                                          waivers       12b-1 Fees       Expenses       waivers(1)
<S>                                                      <C>          <C>              <C>            <C>
- --------------------------------------------------------------------------------------------------------------------
Putnam VT Asia Pacific Growth Fund                        0.800%         0.150%          0.320%          1.270%
- --------------------------------------------------------------------------------------------------------------------
Putnam VT Diversified Income Fund                         0.670%         0.150%          0.110%          0.930%
- --------------------------------------------------------------------------------------------------------------------
Putnam VT The George Putnam Fund of Boston (2)            0.490%         0.150%          0.360%          1.000%
- --------------------------------------------------------------------------------------------------------------------
Putnam VT Global Asset Allocation Fund                    0.650%         0.150%          0.130%          0.930%
- --------------------------------------------------------------------------------------------------------------------
Putnam VT Global Growth Fund                              0.600%         0.150%          0.120%          0.870%
- --------------------------------------------------------------------------------------------------------------------
Putnam VT Growth and Income Fund                          0.460%         0.150%          0.040%          0.650%
- --------------------------------------------------------------------------------------------------------------------
Putnam VT Health Sciences Fund (2)                        0.560%         0.150%          0.340%          1.050%
- --------------------------------------------------------------------------------------------------------------------
Putnam VT High Yield Fund                                 0.640%         0.150%          0.070%          0.860%
- --------------------------------------------------------------------------------------------------------------------
Putnam VT Income Fund (formerly Putnam VT U.S.
 Government and High Quality Bond Fund)                   0.600%         0.150%          0.070%          0.820%
- --------------------------------------------------------------------------------------------------------------------
Putnam VT International Growth Fund                       0.800%         0.150%          0.270%          1.220%
- --------------------------------------------------------------------------------------------------------------------
Putnam VT International Growth and Income Fund            0.800%         0.150%          0.190%          1.140%
- --------------------------------------------------------------------------------------------------------------------
Putnam VT International New Opportunities Fund (2)        0.920%         0.150%          0.680%          1.750%
- --------------------------------------------------------------------------------------------------------------------
Putnam VT Investors Fund (2)                              0.520%         0.150%          0.330%          1.000%
- --------------------------------------------------------------------------------------------------------------------
Putnam VT Money Market Fund                               0.450%         0.150%          0.080%          0.680%
- --------------------------------------------------------------------------------------------------------------------
Putnam VT New Opportunities Fund                          0.560%         0.150%          0.050%          0.760%
- --------------------------------------------------------------------------------------------------------------------
Putnam VT New Value Fund                                  0.700%         0.150%          0.110%          0.960%
- --------------------------------------------------------------------------------------------------------------------
Putnam VT OTC & Emerging Growth Fund (2)                  0.560%         0.150%          0.340%          1.050%
- --------------------------------------------------------------------------------------------------------------------
Putnam VT Research Fund (1)(2)                            0.370%         0.150%          0.480%          1.000%
- --------------------------------------------------------------------------------------------------------------------
Putnam VT Small Cap Value Fund (1)                        0.800%         0.150%          0.590%          1.540%
- --------------------------------------------------------------------------------------------------------------------
Putnam VT Utilities Growth and Income Fund                0.650%         0.150%          0.070%          0.870%
- --------------------------------------------------------------------------------------------------------------------
Putnam VT Vista Fund                                      0.650%         0.150%          0.120%          0.920%
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
    
 
                            5     - PROSPECTUS
<PAGE>
   
<TABLE>
<S>                                                      <C>          <C>              <C>            <C>
Putnam VT Voyager Fund                                    0.540%         0.150%          0.040%          0.730%
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
    
 
   
(1) Expenses shown are based on estimated expenses for the first fiscal year.
    The Class IB 12b-1 plans provide for payments by each Fund to Putnam Mutual
    Funds at the annual rate of up to 0.35%. The Trustees currently limit 12b-1
    payments on Class IB shares to 0.15% of average net assets.
    
 
   
(2) 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:
    
 
   
<TABLE>
<CAPTION>
                                                                                                        Total Fund
                                                         Management                                     Operating
                                                            Fees                                         Expenses
                                                         including                        Other         including
                                                          waivers       12b-1 Fees       Expenses        waivers
<S>                                                      <C>          <C>              <C>            <C>
- --------------------------------------------------------------------------------------------------------------------
Putnam VT The George Putnam Fund of Boston                0.650%         0.150%          0.360%          1.160%
- --------------------------------------------------------------------------------------------------------------------
Putnam VT Health Sciences Fund                            0.700%         0.150%          0.340%          1.190%
- --------------------------------------------------------------------------------------------------------------------
Putnam VT International New Opportunities Fund            1.200%         0.150%          0.680%          2.030%
- --------------------------------------------------------------------------------------------------------------------
Putnam VT Investors Fund                                  0.650%         0.150%          0.330%          1.130%
- --------------------------------------------------------------------------------------------------------------------
Putnam VT OTC & Emerging Growth Fund                      0.700%         0.150%          0.340%          1.190%
- --------------------------------------------------------------------------------------------------------------------
Putnam VT Research Fund                                   0.650%         0.150%          0.480%          1.280%
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
    
 
   
EXAMPLE
    
   
<TABLE>
<CAPTION>
                                                                                                                 If you do not
                                                                                                                 Surrender your
                                                                                                                 Contract, you
                                                                                                                 would pay the
                                                                                                                 following
                                               If you Surrender your Contract   If you annuitize your Contract   expenses on a
                                               at the end of the applicable     at the end of the applicable     $1,000
                                               time period you would pay the    time period you would pay the    investment,
                                               following expenses on a $1,000   following expenses on a $1,000   assuming a 5%
                                               investment, assuming a 5%        investment, assuming a 5%        annual return
                                               annual return on assets:         annual return on assets:         on assets:
<S>                                            <C>     <C>     <C>     <C>      <C>     <C>     <C>     <C>      <C>     <C>
- -------------------------------------------------------------------------------------------------------------------------------
                                                            3       5       10               3       5       10               3
Sub-Account                                    1 year   years   years    years  1 year   years   years    years  1 year   years
- -------------------------------------------------------------------------------------------------------------------------------
Putnam Asia Pacific Growth                        $81    $123    $169     $293     $80    $123    $168     $293     $81    $123
- -------------------------------------------------------------------------------------------------------------------------------
Putnam Diversified Income                          78     117     158      272      78     116     157      271      78     117
- -------------------------------------------------------------------------------------------------------------------------------
The George Putnam Fund                             79     119     161      280      78     118     161      279      79     119
- -------------------------------------------------------------------------------------------------------------------------------
Putnam Global Asset Allocation                     78     117     158      272      78     116     157      271      78     117
- -------------------------------------------------------------------------------------------------------------------------------
Putnam Global Growth                               78     115     155      265      77     114     154      265      78     115
- -------------------------------------------------------------------------------------------------------------------------------
Putnam Growth and Income                           75     108     143      241      75     107     142      240      75     108
- -------------------------------------------------------------------------------------------------------------------------------
Putnam Health Sciences                             80     121     164      285      79     120     163      284      80     121
- -------------------------------------------------------------------------------------------------------------------------------
Putnam High Yield Fund                             78     115     154      264      77     114     153      264      78     115
- -------------------------------------------------------------------------------------------------------------------------------
Putnam International Growth                        81     126     173      303      81     125     172      302      81     126
- -------------------------------------------------------------------------------------------------------------------------------
Putnam International Growth and Income             81     123     169      294      80     123     168      294      81     123
- -------------------------------------------------------------------------------------------------------------------------------
Putnam International New Opportunities             87     142     200      357      86     141     199      357      87     142
- -------------------------------------------------------------------------------------------------------------------------------
Putnam Investors                                   79     119     161      280      78     118     161      279      79     119
- -------------------------------------------------------------------------------------------------------------------------------
Putnam Money Market                                76     109     145      245      75     108     144      244      76     109
- -------------------------------------------------------------------------------------------------------------------------------
Putnam New Opportunities                           77     111     149      253      76     111     148      253      77     111
- -------------------------------------------------------------------------------------------------------------------------------
Putnam New Value                                   79     118     159      275      78     117     159      274      79     118
- -------------------------------------------------------------------------------------------------------------------------------
Putnam OTC & Emerging Growth                       80     121     164      285      79     120     163      284      80     121
- -------------------------------------------------------------------------------------------------------------------------------
Putnam Income                                      77     113     152      260      77     113     151      259      77     113
- -------------------------------------------------------------------------------------------------------------------------------
Putnam Utilities Growth and Income                 78     115     155      265      77     114     154      265      78     115
- -------------------------------------------------------------------------------------------------------------------------------
Putnam Vista                                       78     116     157      271      78     116     157      270      78     116
- -------------------------------------------------------------------------------------------------------------------------------
Putnam Voyager                                     76     111     147      250      76     110     146      249      76     111
- -------------------------------------------------------------------------------------------------------------------------------
Putnam Research                                    79     119     N/A      N/A      78     118     N/A      N/A      79     119
- -------------------------------------------------------------------------------------------------------------------------------
Putnam Small Cap Value                             85     136     N/A      N/A      84     135     N/A      N/A      85     136
- -------------------------------------------------------------------------------------------------------------------------------
 
<CAPTION>
 
<S>                                            <C>     <C>
- ---------------------------------------------
                                                    5       10
Sub-Account                                     years    years
- ---------------------------------------------
Putnam Asia Pacific Growth                       $169     $293
- ---------------------------------------------
Putnam Diversified Income                         158      272
- ---------------------------------------------
The George Putnam Fund                            161      280
- ---------------------------------------------
Putnam Global Asset Allocation                    158      272
- ---------------------------------------------
Putnam Global Growth                              155      265
- ---------------------------------------------
Putnam Growth and Income                          143      241
- ---------------------------------------------
Putnam Health Sciences                            164      285
- ---------------------------------------------
Putnam High Yield Fund                            154      264
- ---------------------------------------------
Putnam International Growth                       173      303
- ---------------------------------------------
Putnam International Growth and Income            169      294
- ---------------------------------------------
Putnam International New Opportunities            200      357
- ---------------------------------------------
Putnam Investors                                  161      280
- ---------------------------------------------
Putnam Money Market                               145      245
- ---------------------------------------------
Putnam New Opportunities                          149      253
- ---------------------------------------------
Putnam New Value                                  159      275
- ---------------------------------------------
Putnam OTC & Emerging Growth                      164      285
- ---------------------------------------------
Putnam Income                                     152      260
- ---------------------------------------------
Putnam Utilities Growth and Income                155      265
- ---------------------------------------------
Putnam Vista                                      157      271
- ---------------------------------------------
Putnam Voyager                                    147      250
- ---------------------------------------------
Putnam Research                                   N/A      N/A
- ---------------------------------------------
Putnam Small Cap Value                            N/A      N/A
- ---------------------------------------------
</TABLE>
    
 
                            6     - PROSPECTUS
<PAGE>
SUMMARY
      -------------------------------------------------------------------
 
HOW DO I PURCHASE THIS ANNUITY?
You must complete our application or order request and submit it to us for
approval with your first premium payment. Your first premium payment must be at
least $1,000 and subsequent premium payments must be at least $500.
 
For a limited time, usually within ten days after you receive your annuity, you
may cancel your annuity without paying a sales charge. You bear the investment
risk for your premium payment prior to our receipt of your request for
cancellation.
 
WHAT TYPE OF SALES CHARGE WILL I PAY?
You pay a sales charge when you purchase your annuity and when you make
additional premium payments to your annuity. The percent of the sales charge
depends on the size of your premium payment to date. The bigger your premium
payment to date, the less the percentage your sales charge is:
 
   
<TABLE>
<CAPTION>
Cumulative
Premium Payment         Sales Charge
- ---------------------  ---------------
<S>                    <C>
Up to $49,999.99               5.5%
$50,000 to $99,999.99          4.5%
$100,000 to
$249,999.99                    3.5%
$250,000 to
$499,999.99                    2.5%
$500,000 to
$999,999.99                    2.0%
$1,000,000 and over            1.0%
</TABLE>
    
 
If you have other annuities with us, under a program called "Rights of
Accumulation", we might include those assets when determining your sales charge
for this annuity. Ask your financial consultant or call us to see if your other
annuities qualify.
 
You might be able to lower the sales charge you pay when you purchase your
annuity by signing a Letter of Intent. This is a contract between us where you
decide how much you want to invest in the 13 months from the date you purchase
this annuity. On the date you purchase your annuity, we deduct the sales charge
based on the total amount you plan on investing over the following 13 months.
This usually results in a lower percentage sales charge than if you made one
initial investment and several premium payments later on. Think about the
planned premium payments for your Letter of Intent carefully. If you don't make
all the payments you plan on making, we will recalculate the sales charge for
the amounts we actually received in the 13 month period. If the percentage sales
charge on the actual amount received is more than the percentage sales charge we
actually deducted; we will deduct the outstanding sales charge proportionally
from all your Accounts.
 
IS THERE AN ANNUAL MAINTENANCE FEE?
Yes. We deduct this $30.00 fee each year on your Contract Anniversary or when
you completely Surrender your annuity, if, on either of those dates, the value
of your annuity is less than $50,000.
 
WHAT CHARGES WILL I PAY ON AN ANNUAL BASIS?
You pay two different types of charges each year. The first type of charge is
the fee you pay for insurance. This charge is:
 
A mortality and expense risk charge that is subtracted daily and is equal to an
annual charge of 0.80% of your Contract Value invested in the funds.
 
The second type of charge is the fee you pay for the funds.
 
   
Currently, fund charges range from 0.500% to 1.600% of the average daily value
of the amount you have invested in the funds. See the Annual Operation Expense
Table for more complete information and the Funds' prospectuses attached to this
Prospectus.
    
 
CAN I TAKE OUT ANY OF MY MONEY?
You may Surrender all or part of the amounts you have invested at any time
before we start making annuity payments to you.
 
- -  You may have to pay tax on the money you take out and, if you take money out
   before you are age 59 1/2, you may have to pay an income tax penalty.
 
WILL HARTFORD PAY A DEATH BENEFIT?
There is a death benefit if you, your joint owner or your Annuitant, die before
we begin to make annuity payments. The death benefit will be calculated as of
the date we receive Due Proof of Death and will be the greater of:
 
- - The total Premium Payments you have made to us minus any amounts you have
  taken out, or
 
- - The Contract Value of your annuity, or
 
   
- - Your maximum anniversary value, which is the highest value your annuity
  reached on any Contract Anniversary date prior the deceased's 81st birthday,
  reduced by any subsequent surrenders and increased by any subsequent
  additional premium payments.
    
 
This amount will remain invested in the Sub-Accounts according to your last
instructions and will be subject to market fluctuations.
 
WHAT ANNUITY PAYOUT OPTIONS ARE AVAILABLE?
   
When you purchase your annuity, you may choose one of the following annuity
payment options, or receive a lump sum payment:
    
 
LIFE ANNUITY where we make scheduled payments for the rest of the Annuitant's
life.
 
                            7     - PROSPECTUS
<PAGE>
- -  Payments under this option stop upon the death of the Annuitant, even if the
   Annuitant dies after one payment.
 
LIFE ANNUITY WITH CASH REFUND where we make payments during the life of the
Annuitant and when the Annuitant dies, we pay the remaining value to the
Beneficiary. The remaining value is calculated by subtracting the annuity
payments already made from the Contract Value at the time we receive Due Proof
of Death.
 
- -  This option is only available if you select a variable dollar amount payment
   with the 5% AIR or fixed dollar amount annuity payments.
 
LIFE ANNUITY WITH PAYMENTS FOR A PERIOD CERTAIN where we make payments for the
life of the Annuitant but you are at least guaranteed payments for a time period
you select which is a minimum of 5 years and a maximum of 100 years minus your
Annuitant's age. If the Annuitant dies before the end of the period selected, we
will continue to make payments until the end of the period selected.
 
JOINT AND LAST SURVIVOR ANNUITY where we make payments during the lifetime of
the Annuitant and another designated individual called the Joint Annuitant and
then throughout the remaining lifetime of the survivor.
 
JOINT AND LAST SURVIVOR LIFE ANNUITY with Payments for a Period Certain where we
make payments during the lifetime of the Annuitant and a Joint Annuitant, and we
guarantee that those payments for a time period you select which is a minimum of
5 years and a maximum 100 years minus your Annuitant's age. If both the
Annuitant and your Joint Annuitant die before the time we guarantee to make
payments is up, we will pay the remaining value to your Beneficiary. Payments
during the lifetime of the surviving Annuitant can be lower than the original
payments.
 
- -  Upon the death of the Annuitant and the Joint Annuitant, we will pay the
   value of the remaining payments to your Beneficiary.
PAYMENTS FOR A PERIOD CERTAIN where we agree to make payments for a specified
time between 5 and 30 years. If the Annuitant dies before the end of the
specified time, we pay the Beneficiary the present value of the annuity in one
lump sum or continue making the remaining payments to the Beneficiary.
 
- -  If you select this option, you may Surrender your Annuity after annuity
   payments have started and we will give you the present value of the remaining
   payments.
 
   
You must begin to take payments before the Annuitant's 90th birthday or the end
of the 10th Contract Year, which ever comes later. If you do not tell us what
payment option you want before that time, we will pay you under the Life Annuity
with a 10 year period certain. You and Hartford can agree to start payments at a
later date if the laws in effect allow us to defer payment and we agree to allow
you to defer. The Annuity Commencement Date in New York may be different, please
consult with your Registered Representative or call us.
    
 
HARTFORD LIFE INSURANCE COMPANY
      -------------------------------------------------------------------
 
   
Hartford Life Insurance Company is a stock life insurance company engaged in the
business of writing life insurance, both individual and group, in all states of
the United States as well as the District of Columbia. We were originally
incorporated under the laws of Massachusetts on June 5, 1902, and subsequently
redomiciled to Connecticut. Our offices are located in Simsbury, Connecticut;
however, our mailing address is P.O. Box 5085, Hartford, CT 06104-5085. We are
ultimately controlled by The Hartford Financial Services Group, Inc., one of the
largest financial service providers in the United States.
    
 
                               HARTFORD'S RATINGS
 
   
<TABLE>
<CAPTION>
                     Effective
Rating Agency      Date of Rating      Rating        Basis of Rating
<S>               <C>               <C>            <C>
- -----------------------------------------------------------------------
A.M. Best and                                      Financial
Company, Inc.            1/1/99              A+    performance
- -----------------------------------------------------------------------
Standard &                                         Insurer financial
Poor's                   6/1/98             AA     strength
- -----------------------------------------------------------------------
                                                   Claims paying
Duff & Phelps          12/21/98             AA   + ability
- -----------------------------------------------------------------------
</TABLE>
    
 
THE SEPARATE ACCOUNT
      -------------------------------------------------------------------
 
   
The Separate Account is where we set aside and invest the assets of some of our
annuity contracts, including this Contract. The Separate Account was established
on June 22, 1987 and is registered as a unit investment trust under the
Investment Company Act of 1940. This registration does not involve supervision
by the Commission of the management or
    
 
                            8     - PROSPECTUS
<PAGE>
   
the investment practices of the Separate Account or Hartford. The Separate
Account meets the definition of "Separate Account" under federal securities law.
This Separate Account holds only assets for variable annuity contracts. The
Separate Account:
    
 
- - Holds assets for the benefit of you and other Contract Owners, and the persons
  entitled to the payments described in the Contract.
 
- - Is not subject to the liabilities arising out of any other business Hartford
  may conduct.
 
   
- - Is not affected by the rate of return of Hartford's General Account or by the
  investment performance of any of Hartford's other Separate Accounts.
    
 
   
- - May be subject to liabilities from a Sub-Account of the Separate Account which
  holds assets of other variable annuity contracts offered by the Separate
  Account which are not described in this Prospectus.
    
 
- - Is credited with income and gains, and takes losses, whether or not realized,
  from the assets it holds.
 
   
We do not guarantee the investment results of the Separate Account. There is no
assurance that the value of your Annuity will equal the total of the payments
you make to us.
    
 
   
THE FUNDS
    
      -------------------------------------------------------------------
 
   
The Sub-Accounts purchase shares of Putnam Variable Trust, an open-end series
investment company with multiple portfolios ("Funds"). Putnam Investment
Management, Inc. ("Putnam Management") serves as the investment manager for the
Funds. Putnam Management is ultimately controlled by Marsh & McLennan Companies,
Inc., a publicly owned holding company whose principal businesses are
international insurance brokerage and employee benefit consulting.
    
 
   
We do not guarantee the investment results of any of the underlying Funds. Since
each underlying Fund has different investment objectives, each is subject to
different risks. These risks and the Funds' expenses are more fully described in
the accompanying prospectus for the Funds, and the Statement of Additional
Information, which may be ordered from us. The Funds' prospectus should be read
in conjunction with this Prospectus before investing.
    
 
   
The Funds may not be available in all states.
    
 
The investment goals of each of the Funds are as follows:
 
   
PUTNAM VT ASIA PACIFIC GROWTH FUND Seeks capital appreciation by investing
primarily in securities of companies located in Asia and in the Pacific Basin.
The fund's investments will normally include common stocks, preferred stocks,
securities convertible into common stocks or preferred stocks, and warrants to
purchase common stocks or preferred stocks.
    
 
   
PUTNAM VT DIVERSIFIED INCOME FUND Seeks high current income consistent with
capital preservation by investing in the following three sectors of the fixed
income securities markets: a U.S. Government and Investment Grade Sector, a High
Yield Sector (which invests primarily in securities commonly known as "junk
bonds"), and an International Sector. See the special considerations for
investments in high yield securities described in the Fund prospectus.
    
 
   
PUTNAM VT THE GEORGE PUTNAM FUND OF BOSTON Seeks to provide a balanced
investment composed of a well-diversified portfolio of stocks and bonds which
will produce both capital growth and current income.
    
 
   
PUTNAM VT GLOBAL ASSET ALLOCATION FUND Seeks a high level of long-term total
return consistent with preservation of capital by investing in U.S. equities,
international equities, U.S. fixed income securities, and international fixed
income securities.
    
 
   
PUTNAM VT GLOBAL GROWTH FUND Seeks capital appreciation through a globally
diversified portfolio of common stocks.
    
 
   
PUTNAM VT GROWTH AND INCOME FUND Seeks capital growth and current income by
investing primarily in common stocks that offer potential for capital growth,
current income, or both.
    
 
   
PUTNAM VT HEALTH SCIENCES FUND Seeks capital appreciation by investing primarily
in common stocks and other securities of companies in the health sciences
industries.
    
 
   
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.
    
 
                            9     - PROSPECTUS
<PAGE>
   
PUTNAM VT INCOME FUND (formerly Putnam VT U.S. Government and High Quality Bond
Fund) Seeks high current income consistent with what Putnam Management believes
to be prudent risk. The Fund will normally invest mostly in bonds and other debt
securities, and, to a lesser degree, in preferred stocks.
    
 
   
PUTNAM VT INTERNATIONAL GROWTH FUND Seeks capital appreciation by investing
primarily in equity securities of companies located in a country other than the
United States.
    
 
   
PUTNAM VT INTERNATIONAL GROWTH AND INCOME FUND Seeks capital growth, and a
secondary objective of high current income by investing primarily in common
stocks that Putnam Management believes offer potential for capital growth and
may, when consistent with its investment objectives, invest in common stocks
that Putnam Management believes offer potential for current income. Under normal
market conditions, the fund expects to invest substantially all of its assets in
securities principally traded on markets outside the United States.
    
 
   
PUTNAM VT INTERNATIONAL NEW OPPORTUNITIES FUND Seeks long term capital
appreciation by investing in companies that have above-average growth prospects
due to the fundamental growth of their market sector. Under normal market
conditions, the fund expects to invest substantially all of its total assets,
other than cash or short-term investments held pending investment, in common
stocks, preferred stocks, convertible preferred stocks, convertible bonds and
other equity securities principally traded in securities markets outside the
United States.
    
 
   
PUTNAM VT INVESTORS FUND Seeks long-term growth of capital and any increased
income that results from this growth by investing primarily in common stocks
that Putnam Management believes afford the best opportunity for capital growth
over the long term.
    
 
   
PUTNAM VT MONEY MARKET FUND Seeks as high a rate of current income as Putnam
Management believes is consistent with preservation of capital and maintenance
of liquidity by investing in high-quality money market instruments.
    
 
   
PUTNAM VT NEW OPPORTUNITIES FUND Seeks long-term capital appreciation by
investing principally in common stocks of companies in sectors of the economy
which Putnam Management believes possess above-average long-term growth
potential.
    
 
   
PUTNAM VT NEW VALUE FUND Seeks long-term capital appreciation by investing
primarily in common stocks that Putnam Management believes are undervalued at
the time of purchase and have the potential for long-term capital appreciation.
    
 
   
PUTNAM VT OTC & EMERGING GROWTH FUND Seeks capital appreciation by investing
primarily in common stocks that Putnam Management believes have potential for
capital appreciation significantly greater than that of market averages.
    
 
   
PUTNAM VT RESEARCH FUND Seeks capital appreciation. The Fund is not intended to
be a complete investment program, and there is no assurance it will achieve its
objective.
    
 
   
PUTNAM VT SMALL CAP VALUE FUND Seeks capital appreciation. The Fund will
generally invest in value stocks, which stocks are those that Putnam Management
believes are currently undervalued compared to their true worth.
    
 
   
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.
    
 
   
The Funds 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.
    
 
   
Subject to the general oversight of the Trustees of Putnam Variable 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 Funds prospectus for a more
complete description of Putnam Management and the respective fees of the Funds.
    
 
   
MIXED AND SHARED FUNDING. Shares of the Funds are sold to our other separate
accounts and our insurance company affiliates or other unaffiliated insurance
companies to serve as the underlying investment for both variable annuity
 
* "STANDARD & POOR'S," "S&P-REGISTERED TRADEMARK-," "S&P
500-REGISTERED TRADEMARK-," "STANDARD & POOR'S 500," AND "500" ARE TRADEMARKS OF
THE MCGRAW-HILL COMPANIES, INC. AND HAVE BEEN LICENSED FOR USE BY HARTFORD. THE
INDEX FUND IS NOT SPONSORED, ENDORSED, SOLD OR PROMOTED BY STANDARD & POOR'S AND
STANDARD & POOR'S MAKES NO REPRESENTATION REGARDING THE ADVISABILITY OF
INVESTING IN THE INDEX FUND.
    
 
                            10    - PROSPECTUS
<PAGE>
   
contracts and variable life insurance contracts, a practice known as "mixed and
shared funding." As a result, there is a possibility that a material conflict
may arise between the interests of Contract Owners, and of owners of other
contracts whose contract values are allocated to one or more of these other
separate accounts investing in any one of the Funds. In the event of any such
material conflicts, we will consider what action may be appropriate, including
removing the Fund from the Separate Account or replacing the Fund with another
Fund. There are certain risks associated with mixed and shared funding, as
disclosed in the Funds' prospectus.
    
 
VOTING RIGHTS. We are the legal owners of all Fund shares held in the Separate
Account and we have the right to vote at the Fund's shareholder meetings. To the
extent required by federal securities laws or regulations, we will:
 
- - Notify you of any Fund shareholders' meeting if the shares held for your
  Contract may be voted.
 
- - Send proxy materials and a form of instructions that you can use to tell us
  how to vote the Fund shares held for your Contract.
 
   
- - Arrange for the handling and tallying of proxies received from Contract
  Owners.
    
 
- - Vote all Fund shares attributable to your Contract according to instructions
  received from you, and
 
- - Vote all Fund shares for which no voting instructions are received in the same
  proportion as shares for which instructions have been received.
 
   
If any federal securities laws or regulations, or their present interpretation,
change to permit us to vote Fund shares on our own, we may decide to do so. You
may attend any Shareholder Meeting at which shares held for your Contract may be
voted. After we begin to make Annuity Payouts to you, the number of votes you
have will decrease.
    
 
SUBSTITUTIONS, ADDITIONS, OR DELETIONS OF FUNDS. We reserve the right, subject
to any applicable law, to make certain changes to the Funds offered under Your
Contract. We may, in our sole discretion, establish new Funds. New Funds will be
will be made available to existing Contract Owners as we determined appropriate.
We may also close one or more Funds to additional Payments or transfers from
existing Sub-Accounts.
 
We reserve the right to eliminate the shares of any of the Funds for any reason
and to substitute shares of another registered investment company for the shares
of any Fund already purchased or to be purchased in the future by the Separate
Account. To the extent required by the 1940 Act, substitutions of shares
attributable to your interest in a Fund will not be made until we have the
approval of the Commission and we have notified you of the change.
 
   
In the event of any substitution or change, We may, by appropriate endorsement,
make such changes in the Contract as may be necessary or appropriate to reflect
such substitution or change. If we decide that it is in the best interest of the
Contracts Owners, the Separate Account may be operated as a management company
under the 1940 Act or any other form permitted by law, may be de-registered
under the 1940 Act in the event such registration is no longer required, or may
be combined with one or more other separate accounts.
    
 
PERFORMANCE RELATED INFORMATION
      -------------------------------------------------------------------
 
The Separate Account may advertise certain performance-related information
concerning the Sub-Accounts. Performance information about a Sub-Account is
based on the Sub-Account's past performance only and is no indication of future
performance.
 
   
When a Sub-Account advertises its STANDARDIZED TOTAL RETURN, it will usually be
calculated for one year, five years, and ten years or some other relevant
periods if the Sub-Account has not been in existence for at least ten years.
Total return is measured by comparing the value of an investment in the
Sub-Account at the beginning of the relevant period to the value of the
investment at the end of the period.
    
 
The Separate Account may also advertise NON-STANDARD TOTAL RETURNS THAT PRE-DATE
THE INCEPTION DATE OF THE SEPARATE ACCOUNT. These non-standardized total returns
are calculated by assuming that the Sub-Accounts have been in existence for the
same periods as the underlying Funds and by taking deductions for charges equal
to those currently assessed against the Sub-Accounts. These non-standardized
returns must be accompanied by standardized total returns.
 
If applicable, the Sub-Accounts may advertise YIELD IN ADDITION TO TOTAL RETURN.
The yield will be computed in the following manner: The net investment income
per unit earned during a recent one month period, divided by the unit value on
the last day of the period. This figure reflects the
 
                            11    - PROSPECTUS
<PAGE>
recurring charges at the Separate Account level including the Annual Maintenance
Fee.
 
The Money Market Fund Sub-Account may ADVERTISE YIELD AND EFFECTIVE YIELD. The
yield of a Sub-Account is based upon the income earned by the Sub-Account over a
seven-day period and then annualized, i.e. the income earned in the period is
assumed to be earned every seven days over a 52-week period and stated as a
percentage of the investment. Effective yield is calculated similarly but when
annualized, the income earned by the investment is assumed to be reinvested in
Sub-Account units and thus compounded in the course of a 52-week period. Yield
and effective yield reflect the recurring charges at the Separate Account level
including the Annual Maintenance Fee.
 
   
The Separate Account may also disclose yield for periods prior to the date the
Separate Account commenced operations. For periods prior to the date the
Separate Account commenced operations, performance information for the Sub-
Accounts will be calculated based on the performance of the underlying Funds and
the assumption that the Sub-Accounts were in existence for the same periods as
those of the underlying Funds, with a level of charges equal to those currently
assessed against the Sub-Accounts. No yield disclosure for periods prior to the
date of the Separate Account will be used without the yield disclosure for
periods as of the inception of the Separate Account.
    
 
We may provide information on various topics to Contract Owners and prospective
Contract Owners in advertising, sales literature or other materials. These
topics may include the relationship between sectors of the economy and the
economy as a whole and its effect on various securities markets, investment
strategies and techniques (such as value investing, dollar cost averaging and
asset allocation), the advantages and disadvantages of investing in tax-deferred
and taxable instruments, customer profiles and hypothetical purchase scenarios,
financial management and tax and retirement planning, and other investment
alternatives, including comparisons between the Contracts and the
characteristics of and market for such alternatives.
 
   
THE FIXED ACCUMULATION FEATURES
    
      -------------------------------------------------------------------
 
   
IMPORTANT INFORMATION YOU SHOULD KNOW: THIS PORTION OF THE CONTRACT RELATING TO
THE FIXED ACCUMULATION FEATURES IS NOT REGISTERED UNDER THE SECURITIES ACT OF
1933 ("1933 ACT") AND THE FIXED ACCUMULATION FEATURES ARE NOT REGISTERED AS
INVESTMENT COMPANIES UNDER THE INVESTMENT COMPANY ACT OF 1940 ("1940 ACT"). NONE
OF THE FIXED ACCUMULATION FEATURES OR ANY OF THEIR INTERESTS ARE SUBJECT TO THE
PROVISIONS OR RESTRICTIONS OF THE 1933 ACT OR THE 1940 ACT, AND THE STAFF OF THE
SECURITIES AND EXCHANGE COMMISSION HAS NOT REVIEWED THE DISCLOSURE REGARDING THE
FIXED ACCUMULATION FEATURES. THE FOLLOWING DISCLOSURE ABOUT THE FIXED
ACCUMULATION FEATURES MAY BE SUBJECT TO CERTAIN GENERALLY APPLICABLE PROVISIONS
OF THE FEDERAL SECURITIES LAWS REGARDING THE ACCURACY AND COMPLETENESS OF
DISCLOSURE.
    
 
   
Payments and Contract Values allocated to a Fixed Accumulation Feature become a
part of our general assets. We invest the assets of the General Account in
accordance with applicable law governing the investments of insurance company
General Accounts. We have more than one Fixed Accumulation Feature. The standard
Fixed Accumulation Feature (the "Fixed Accumulation Feature") and then a number
of DCA Program Fixed Accumulation Features, which we collectively refer to as
the "Fixed Accumulation Features".
    
 
   
Currently, we guarantee that we will credit interest at a rate of not less than
3% per year, compounded annually, to amounts you allocate to the Fixed
Accumulation Feature. We reserve the right to change the rate subject only to
applicable state insurance law. We may credit interest at a rate in excess of 3%
per year. We will periodically publish the Fixed Accumulation Feature interest
rates currently in effect. There is no specific formula for the determination of
interest rates. Some of the factors that we may consider in determining whether
to credit excess interest; are general economic trends, rates of return
currently available and anticipated on our investments, regulatory and tax
requirements and competitive factors. We will account for any deductions,
surrenders or transfers from the Fixed Accumulation Feature on a "first-in",
"first-out" basis". For contracts issued in the state of New York, Fixed
Accumulation Feature interest rates may vary from other states.
    
 
   
IMPORTANT: ANY INTEREST CREDITED TO AMOUNTS YOU ALLOCATE TO THE FIXED
ACCUMULATION FEATURE IN EXCESS OF 3% PER YEAR WILL BE DETERMINED AT OUR SOLE
DISCRETION. YOU ASSUME THE RISK THAT INTEREST CREDITED TO THE FIXED ACCUMULATION
FEATURE MAY NOT EXCEED THE MINIMUM GUARANTEE OF 3% FOR ANY GIVEN YEAR.
    
 
                            12    - PROSPECTUS
<PAGE>
From time to time, we may credit increased interest rates to Contract Owners
under certain programs established at our sole discretion.
 
   
DOLLAR COST AVERAGING PROGRAMS: These programs will use designated DCA Program
Fixed Accumulation Features. Currently, Contract Owners may enroll in a special
pre-authorized transfer program known as our Dollar Cost Averaging Plus Program
(the "Program"). Under this Program, Contract Owners who enroll may allocate a
minimum of $5,000 of their Payment into the appropriate DCA Program Fixed
Accumulation Feature (we 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 Payments
and accrued interest must be transferred from the DCA Program Fixed Accumulation
Feature in use to the selected Sub-Accounts in 3 to 6 months. Under the 12-Month
Transfer Program, the interest rate can accrue up to 12 months and all Payments
and accrued interest must be transferred to the selected Sub-Accounts in 7 to 12
months. This will be accomplished by monthly transfers for the period selected
and a final transfer of the entire amount remaining in the Program. Contract
Owners who purchase their contracts in New York have a different DCA Program.
Currently, only one DCA Plus Program transfer period is available in New York,
but that period allows transfers to selected Sub-Accounts in 3 to 12 months.
    
 
   
The pre-authorized transfers will begin within 15 days after we receive the
initial Program Payment and complete enrollment instructions. If We do not
receive complete Program enrollment instructions within 15 days of receipt of
the initial Program Payment, the Program will be voided and the entire balance
in the Program will be transferred to the Accounts designated by you. If you do
not designate an Account, we will transfer any remaining amounts to the Fixed
Accumulation Feature and you will receive the Fixed Accumulation Feature's
current effective interest rate. Any subsequent Payments we receive within the
Program period selected will be allocated to the Sub-Accounts over the remainder
of that Program transfer period, unless otherwise directed by You.
    
 
You may only have one dollar cost averaging program in place at one time, this
means one standard dollar cost averaging plan or one Dollar Cost Averaging Plus
Program.
 
   
You may elect to terminate the pre-authorized transfers by calling or writing us
of your intent to cancel enrollment in the Program. Upon cancellation of
enrollment in the Program, You will no longer receive the increased interest
rate and unless we receive instructions to the contrary, the amounts remaining
in the DCA Program Fixed Accumulation Feature may be transferred to the Fixed
Accumulation Feature and accrue the interest rate currently in effect.
    
 
We reserve the right to discontinue, modify or amend the Program or any other
interest rate program established by Hartford. Any change to the Program will
not affect Contract Owners currently enrolled in the Program. This Program may
not be available in all states; please contact us to determine if it is
available in your state.
 
THE CONTRACT
      -------------------------------------------------------------------
 
THE CONTRACT OFFERED -- The Contracts are individual or group tax-deferred
variable annuity contracts. They are designed for retirement planning purposes
and may be purchased by any individual, group or trust, including; (a) any
trustee or custodian for a retirement plan qualified under Sections 401(a) or
403(a) of the Internal Revenue Code; (b) annuity purchase plans adopted by
public school systems and certain tax-exempt organizations according to Section
403(b) of the Code; (c) Individual Retirement Annuities adopted according to
Section 408 of the Code; (d) employee pension plans established for employees by
a state, a political subdivision of a state, or an agency or instrumentality of
either a state or a political subdivision of a state, and (e) certain eligible
deferred compensation plans as defined in Section 457 of the Code ("Qualified
Contracts").
 
PURCHASING A CONTRACT -- A prospective Contract Owner may purchase a Contract by
completing and submitting an application or an order request along with an
initial premium payment to the Administrative Office of the Company. THE MAXIMUM
AGE FOR ANNUITANTS ON THE CONTRACT ISSUE DATE IS 85. Generally, the minimum
Premium Payment is $1,000. The minimum subsequent premium payment is $500.
Certain plans may be allowed to make smaller periodic premium payments. Unless
we give our prior approval, we will not accept a Premium Payment in excess of
$1,000,000. Each Net Premium Payment, which is your premium payment after the
deduction of the Sales Charge and/or Premium Taxes, may be split among the
various Sub-Accounts subject to minimum amounts then in effect. We will
 
                            13    - PROSPECTUS
<PAGE>
send You a confirmation notice upon receipt and acceptance of Your Premium
Payment.
 
RIGHT TO EXAMINE THE CONTRACT -- If you are NOT SATISFIED WITH YOUR PURCHASE,
you may cancel the Contract by returning it within 10 days (or longer in some
states) after you receive it. You must send a WRITTEN REQUEST for cancellation
along with the Contract. We will, without deduction for any charges normally
assessed thereunder, pay you an amount equal to the Contract Value plus any
applicable Sales Charge or applicable Premium Tax on the date we receive your
request for cancellation. YOU BEAR THE INVESTMENT RISK DURING THE PERIOD PRIOR
TO OUR RECEIPT OF YOUR REQUEST FOR CANCELLATION. We will refund the premium paid
only for Individual Retirement Annuities, if returned within seven days of
receipt, and in those states where required by law.
 
   
CREDITING AND VALUATION -- Your Net Premium Payment, which is the balance
remaining after the deduction of any applicable Sales Charge and/or Premium Tax,
is credited to your Contract within two business days of receipt by us at our
Administrative Office of a properly completed application or an order to
purchase a Contract and the premium payment. The Payment will be credited to the
Sub-Account(s) and/or the Fixed Accumulation Features according to the
instructions we receive from you.
    
 
   
If your application or other information is incomplete when received, your
Payment will be credited to the Sub-Account(s) or the Fixed Accumulation
Features within five business days of receipt of complete information. If the
Payment is not credited within five business days, it will be immediately
returned to you unless you have been informed of the delay and tell us not to
return it.
    
 
   
Subsequent Premium Payments are priced on the Valuation Day we receive it in our
Administrative Office, provided we receive it before the New York Stock Exchange
closes. Unless otherwise specified, We will allocate any subsequent Payments to
Sub-Accounts or Fixed Accumulation Features according to your most recent
instructions.
    
 
CONTRACT VALUE - BEFORE THE ANNUITY COMMENCEMENT DATE
   
Your Contract Value reflects interest rate credited any amounts allocated to the
Fixed Accumulation Features and the investment performance of the Sub-Accounts
where you have Payments allocated.
    
 
SUB-ACCOUNT VALUES -- Your Sub-Account Values on the date we issue your Contract
is the amount of your Net Premium Payment allocated to any Sub-Account. After
that, we determine your Sub-Account value by determining the Accumulation Unit
value for each Sub-Account, and then multiplying that value by the number of
those units. Sub-Account Value reflects any variation of the interest income,
dividends, net capital gains or losses, realized or unrealized, and any amounts
transferred into or out of that Sub-Account.
 
ACCUMULATION UNITS -- The number of Accumulation Units credited to a Sub-Account
you have is determined by dividing the dollar amount you allocated to that
Sub-Account by the value of one Accumulation Unit for that Sub-Account. A
Payment or portion of a Payment allocated to or Contract Values transferred to a
Sub-Account increase the number of Accumulation Units of that Sub-Account
credited to the Contract. And, Surrenders, transfers out of a Sub-Account, the
death of the Contract Owner or the Annuitant before the Annuity Commencement
Date, and the application of Contract Value less Premium Tax to an Annuity
payment option on the Annuity Calculation Date all result in a decrease in the
number of Accumulation Units of one or more Sub-Accounts. Accumulation Units are
valued as of the end of the Valuation Period.
 
ACCUMULATION UNIT VALUE -- The Accumulation Unit value for each Sub-Account was
arbitrarily set initially at $1 when the Sub-Account began operations. After
that, the Accumulation Unit value for each Sub-Account will equal (a) the
Accumulation Unit value at the end of the preceding Valuation Day multiplied by
(b) the Net Investment Factor (see the definition below) for the Valuation Day
for which the Accumulation Unit value is being calculated.
 
You will be advised, at least semiannually, of the number of Accumulation Units
credited to each Sub-Account, the current Accumulation Unit values, and the
total value of your Contract.
 
THE NET INVESTMENT FACTOR (BEFORE AND AFTER THE ANNUITY COMMENCEMENT DATE). The
Net Investment Factor is an index applied to measure the investment performance
of a Sub-Account from one Valuation Period to the next. For each Sub-Account,
the Net Investment Factor reflects the investment performance of the Fund in
which that Sub-Account invests and the charges assessed against that Sub-Account
for a Valuation Period. The Net Investment Factor is calculated by dividing (a)
by (b) and subtracting (c) from the result, where:
 
(a) Is the Net Asset Value of the Fund held in that Sub-Account, determined at
    the end of the current Valuation Period (plus the per share amount of any
    dividends or capital gains distributions made by that Fund);
 
(b) Is the Net Asset Value of the Fund held in the Sub-Account, determined at
    the beginning of the Valuation Period;
 
(c) Is a daily factor representing the mortality and expense risk charge and any
    applicable administration charge deducted from the Sub-Account, adjusted for
    the number of days in the Valuation Period.
 
                            14    - PROSPECTUS
<PAGE>
CONTRACT VALUE TRANSFERS BEFORE AND AFTER THE ANNUITY COMMENCEMENT DATE
   
You may transfer the your Contract Values from one or more Accounts to another
Account free of charge. WE RESERVE THE RIGHT TO LIMIT THE NUMBER OF TRANSFERS TO
12 PER CONTRACT YEAR, WITH NO 2 TRANSFERS OCCURRING ON CONSECUTIVE VALUATION
DAYS. Transfers by telephone may be made by You or by your attorney-in-fact
pursuant to a power of attorney by calling us at (800) 862-6668 or by the agent
of record by calling (800) 862-7155. Telephone transfers may not be permitted by
some states. There may be limitations on transfers to and from the Fixed
Accumulation Features that are described in your Contract. Some states may allow
us to limit the dollar amount transfered.
    
 
We, or our agents and affiliates will not be responsible for losses resulting
from acting upon telephone requests reasonably believed to be genuine. We will
employ reasonable procedures to confirm that instructions communicated by
telephone are genuine. The procedure we follow for transactions initiated by
telephone include requirements that callers provide certain information for
identification purposes. All transfer instructions by telephone are
tape-recorded.
 
We may permit You to preauthorize transfers among Accounts and between
Sub-Accounts under certain circumstances. Transfers between the Accounts may be
made both before and after the Annuity Commencement Date. Generally, the minimum
allocation to any Sub-Account may not be less than $500. All percentage (%)
allocations must be in whole numbers (e.g., 1%). No minimum balance is presently
required in any Sub-Account.
 
IT IS YOUR RESPONSIBILITY TO VERIFY THE ACCURACY OF ALL CONFIRMATIONS OF
TRANSFERS AND TO PROMPTLY ADVISE US IN OUR ADMINISTRATIVE OFFICES OF ANY
INACCURACIES WITHIN 30 DAYS OF THE DATE YOU RECEIVE YOUR CONFIRMATION.
 
The right to reallocate Contract Values is subject to modification if we
determine, in our sole opinion, that the exercise of that right by one or more
Contract Owners is, or would be, to the disadvantage of other Contract Owners.
Any modification could be applied to transfers to or from some or all of the
Accounts and could include, but not be limited to, the requirement of a minimum
time period between each transfer, not accepting transfer requests of an agent
acting under a power of attorney on behalf of more than one Contract Owner, or
limiting the dollar amount that may be transferred between the Sub-Accounts by
You at any one time. SUCH RESTRICTIONS MAY BE APPLIED IN ANY MANNER REASONABLY
DESIGNED TO PREVENT ANY USE OF THE TRANSFER RIGHT WHICH WE CONSIDER TO BE TO THE
DISADVANTAGE OF OTHER CONTRACT OWNERS.
 
For Contracts issued in THE STATE OF NEW YORK, FLORIDA, MARYLAND OR OREGON, the
reservation of rights set forth in the preceding paragraph is limited to: (i)
requiring up to a maximum of 10 Valuation Days between each transfer; (ii)
limiting the amount to be transferred on any one Valuation Day to no more than
$2 million; and (iii) upon 30 days prior written notice, to only accepting
transfer instructions from You and not from Your representative, agent or person
acting under a power of attorney for You.
 
Currently, and with respect to Contracts issued in all states, the only
restriction in effect is that we will not accept instructions from agents acting
under a power of attorney of multiple Contract Owners whose accounts aggregate
more than $2 million, unless the agent has entered into a third party transfer
services agreement with us.
 
   
These restrictions do not include any transfers through our DCA Plus or DCA
Programs.
    
 
SURRENDERS
Contract Owners should consult their tax adviser regarding the tax consequences
of a Surrender.
 
- -  A Surrender made before age 59 1/2 may result in adverse tax consequences,
   including the imposition of a penalty tax of 10% of the taxable portion of
   the Surrender value. (See "Federal Tax Considerations")
 
FULL SURRENDERS PRIOR TO THE ANNUITY COMMENCEMENT DATE -- At any time prior to
the Annuity Commencement Date, You have the right to fully Surrender the
Contract. In such event, the Surrender value of the Contract may be taken in the
form of a lump sum cash settlement.
 
The Surrender value of the Contract is equal to the Contract Value less any
Premium Taxes, and the Annual Maintenance Fee, if applicable. The Surrender
value may be more or less than the amount of the Payments made to a Contract.
 
PARTIAL SURRENDERS PRIOR TO THE ANNUITY COMMENCEMENT DATE You may make a partial
surrender of your Contract Value at any time prior to the Annuity Commencement
Date so long as the amount Surrendered is at least equal to our minimum amount
rules then in effect. Additionally, if the remaining Contract Value following a
Surrender is less than $500, we may terminate the Contract and pay the Surrender
value. For Contracts issued in TEXAS, the Contract will not be terminated when
the remaining Contract Value after a surrender is less than $500 unless there
were no Payments made during the previous 2 Contract Years.
 
WHEN REQUESTING A PARTIAL SURRENDER, YOU SHOULD SPECIFY THE ACCOUNT(S) FROM
WHICH THE PARTIAL SURRENDER WILL BE TAKEN; OTHERWISE, THE SURRENDER WILL BE
EFFECTED ON A PRO RATA BASIS ACCORDING TO THE VALUE IN EACH SUB-ACCOUNT.
 
                            15    - PROSPECTUS
<PAGE>
We may permit You to preauthorize partial surrenders subject to certain
limitations then in effect. You may request a partial surrender by telephone
provided certain requirements are met. We permit partial surrenders by telephone
subject to dollar amount limitations in effect at the time You request the
surrender. TO REQUEST PARTIAL SURRENDERS BY TELEPHONE, YOU MUST HAVE COMPLETED
AND RETURNED TO US A TELEPHONE REDEMPTION PROGRAM ENROLLMENT FORM AUTHORIZING
TELEPHONE SURRENDERS. If there are joint Contract Owners, both must authorize us
to accept telephone instructions and agree that We may accept telephone
instructions for partial surrenders from either Contract Owner. Partial
surrender requests will not be honored until we receive all required documents
in proper form.
 
Telephone authorization will remain valid until (a) we receive written notice of
revocation by You, or, in the case of joint Contract Owners, written notice from
either Contract Owner; (b) we discontinue the privilege; or (c) we have reason
to believe that You have entered into a market timing agreement with an
investment adviser and/or broker/dealer.
 
We may record any telephone calls to verify data concerning transactions and may
adopt other procedures to confirm that telephone instructions are genuine. We
will not be liable for losses or expenses arising out of telephone instructions
reasonably believed to be genuine.
 
In order to obtain that day's unit values on surrender, We must receive
telephone surrender instructions prior to the close of trading on the New York
Stock Exchange (generally 4:00 p.m.).
 
WE MAY MODIFY, SUSPEND, OR TERMINATE TELEPHONE TRANSACTION PRIVILEGES AT ANY
TIME.
 
SURRENDERS AFTER THE ANNUITY COMMENCEMENT DATE -- You may fully Surrender your
Contract on or after the Annuity Commencement Date if you elect the Payment For
a Period Certain Settlement Option. We pay you the Commuted Value that is equal
to the value of the remaining payments we are scheduled to make. The Commuted
Value is determined as of the date we receive your written request for Surrender
at our Administrative Office.
 
   
PARTIAL SURRENDERS ARE PERMITTED AFTER THE ANNUITY COMMENCEMENT DATE IF YOU
ELECT THE PAYMENTS FOR PERIOD CERTAIN SETTLEMENT OPTION, BUT CHECK WITH YOUR TAX
ADVISOR BECAUSE THERE MAY BE ADVERSE TAX CONSEQUENCES.
    
 
PAYMENT OF SURRENDER AMOUNTS -- Payment of any request for a full or partial
surrender from the Sub-Accounts will be made as soon as possible and in any
event no later than seven days after we receive the request at our
Administrative Office.
 
There may be postponement in the payment of Surrender Amounts whenever (a) the
New York Stock Exchange is closed; (b) trading on the New York Stock Exchange is
restricted as determined by the Commission; (c) the Commission permits
postponement and so orders; or (d) the Commission determines that an emergency
exists making valuation of the amounts or disposal of securities not reasonably
practicable.
 
IMPORTANT TAX INFORMATION: THERE ARE CERTAIN RESTRICTIONS ON SECTION 403(B)
TAX-SHELTERED ANNUITIES. AS OF DECEMBER 31, 1988, ALL SECTION 403(B) ANNUITIES
HAVE LIMITS ON FULL AND PARTIAL SURRENDERS. CONTRIBUTIONS TO THE CONTRACT MADE
AFTER DECEMBER 31, 1988 AND ANY INCREASES IN CASH VALUE AFTER DECEMBER 31, 1988
MAY NOT BE DISTRIBUTED UNLESS THE CONTRACT OWNER/EMPLOYEE HAS A) ATTAINED AGE
59 1/2, B) SEPARATED FROM SERVICE, C) DIED, D) BECOME DISABLED OR E) EXPERIENCED
FINANCIAL HARDSHIP (CASH VALUE INCREASES MAY NOT BE DISTRIBUTED FOR HARDSHIPS
PRIOR TO AGE 59 1/2). DISTRIBUTIONS PRIOR TO AGE 59 1/2 DUE TO FINANCIAL
HARDSHIP OR SEPARATION FROM SERVICE MAY STILL BE SUBJECT TO A PENALTY TAX OF
10%.
 
WE WILL NOT ASSUME ANY RESPONSIBILITY FOR DETERMINING WHETHER A WITHDRAWAL IS
PERMISSIBLE, WITH OR WITHOUT TAX PENALTY, IN ANY PARTICULAR SITUATION; OR IN
MONITORING WITHDRAWAL REQUESTS REGARDING PRE OR POST JANUARY 1, 1989 CONTRACT
VALUES. ANY FULL OR PARTIAL SURRENDER DESCRIBED ABOVE MAY AFFECT THE CONTINUING
TAX-QUALIFIED STATUS OF SOME CONTRACTS OR PLANS AND MAY RESULT IN ADVERSE TAX
CONSEQUENCES TO THE CONTRACT OWNER. THE CONTRACT OWNER, THEREFORE, SHOULD
CONSULT WITH A TAX ADVISER BEFORE UNDERTAKING ANY SUCH SURRENDER. (SEE "FEDERAL
TAX CONSIDERATIONS")
 
CONTRACT CHARGES
 
SALES CHARGES -- The purpose of the Sales Charge is to cover expenses relating
to the sale and distribution of the Contracts, including commissions paid to
distributing organizations and their sales personnel, the cost of preparing
sales literature and other promotional activities. If the Sales Charge is not
sufficient to cover sales and distribution expenses, We pay them from our
general assets, including surplus. Surplus might include profits resulting from
unused mortality and expense risk charges.
 
You pay a Sales Charge when you purchase your annuity and when you make
additional premium payments to your annuity. The amount of the Sales Charge
depends on the size
 
                            16    - PROSPECTUS
<PAGE>
of your premium payment. The bigger your premium payment, the less your Sales
Charge is:
 
   
<TABLE>
<CAPTION>
Cumulative
Premium Payment         Sales Charge
- ---------------------  ---------------
<S>                    <C>
Up to $49,999.99               5.5%
$50,000 to $99,999.99          4.5%
$100,000 to
$249,999.99                    3.5%
$250,000 to
$499,999.99                    2.5%
$500,000 to
$999,999.99                    2.0%
$1,000,000 and over            1.0%
</TABLE>
    
 
If you have other annuities with us, under a program called "Rights of
Accumulation", we might include those assets when determining your sales charge
for this annuity. Ask your financial consultant or call us to see if your other
annuities qualify.
 
You might be able to lower the Sales Charge you pay when you purchase your
annuity by signing a LETTER OF INTENT. This is a contract between us where you
decide how much you want to invest in the 13 months from the date you purchase
this annuity. On the date you purchase your annuity, we deduct the sales charge
based on the total amount you plan on investing over the following 13 months.
This usually results in a lower sales charge than if you made one initial
investment and several premium payments later on. Think about the planned
premium payments for your Letter of Intent carefully. If you don't make all the
premium payments you plan on making, we will recalculate the sales charge for
the amounts we received in the 13 month period. If it turns out you owe us
additional money, will deduct this amount proportionally from your Accounts.
 
MORTALITY AND EXPENSE RISK CHARGE -- For assuming risks under the Contract, We
deduct a daily charge at the rate of 0.80% per annum against all Contract Values
held in the Sub-Accounts during the life of the Contract. Although variable
annuity payments made under the Contracts will vary in accordance with the
investment performance of the underlying Fund shares held in the Sub-Account(s),
the payments will not be affected by (a) our actual mortality experience among
Annuitants before or after the Annuity Commencement Date or (b) our actual
expenses, if greater than the deductions provided for in the Contracts because
of the expense and mortality undertakings by us.
 
There are two types of mortality risks: those made during the accumulation or
deferral phase and those made during the annuity payout phase. The mortality
risk we take in the accumulation phase is that we may experience a loss
resulting from the assumption of the mortality risk relative to the death
benefit in event of the death of an Annuitant or Contract Owner before
commencement of Annuity payments, in periods of declining value. The mortality
risk we take during the annuity payout phase is to make monthly Annuity payments
(determined in accordance with the 1983a Individual Annuity Mortality Table and
other provisions contained in the Contract) to Annuitants regardless of how long
an Annuitant may live, and regardless of how long all Annuitants as a group may
live. We also assumes the liability for payment of a minimum death benefit under
the Contract. These mortality undertakings are based on our determination of
expected mortality rates among all Annuitants. If actual experience among
Annuitants during the Annuity payment period deviates from our actuarial
determination of expected mortality rates among Annuitants because, as a group,
their longevity is longer than anticipated, we must provide amounts from our
general funds to fulfill our contractual obligations. We will bear the loss in
such a situation.
 
During the accumulation phase, we also provide an expense undertaking. Hartford
assumes the risk that the Annual Maintenance Fee for maintaining the Contracts
prior to the Annuity Commencement Date may be insufficient to cover the actual
cost of providing such items.
 
   
ANNUAL MAINTENANCE FEE -- Each year, on each Contract Anniversary on or before
the Annuity Commencement Date, we will deduct an Annual Maintenance Fee, if
applicable, from Contract Values to reimburse us for expenses relating to the
maintenance of the Contract, the Fixed Accumulation Features, and the
Sub-Accounts. If during a Contract Year the Contract is surrendered for its full
value, we will deduct the Annual Maintenance Fee at the time of such surrender.
The fee is a flat fee that will be due in the full amount regardless of the time
of the Contract Year that Contract Values are surrendered. The Annual
Maintenance Fee is $30.00 per Contract Year for Contracts with less than $50,000
Contract Value on the Contract Anniversary. Fees will be deducted on a pro rata
basis according to the value in each Sub-Account and the Fixed Accumulation
Features under a Contract.
    
 
WAIVERS OF THE ANNUAL MAINTENANCE FEE -- Annual Maintenance Fees are waived for
Contracts with Contract Value equal to or greater than $50,000. In addition, we
will waive one Annual Maintenance Fee for Contract Owners who own one or more
Contracts with a combined Contract Value of $50,000 up to $100,000. If You have
multiple contracts with a combined Contract Value of $100,000 or greater, we
will waive the Annual Maintenance Fee on all Contracts. However, we reserve the
right to limit the number of Annual Maintenance Fee waivers to a total of six
Contracts. We reserve the right to waive the Annual Maintenance Fee under other
conditions.
 
PREMIUM TAXES -- Charges are also deducted for Premium Tax, if applicable,
imposed by state or other governmental entity. Certain states impose a Premium
Tax, currently ranging up to 3.5%. Some states assess the tax at the time
purchase payments are made; others assess the tax at the time of annuitization.
We will pay Premium Taxes at the time imposed under applicable law. At our sole
discretion, we may
 
                            17    - PROSPECTUS
<PAGE>
deduct Premium Taxes at the time we pay such taxes to the applicable taxing
authorities, at the time the Contract is surrendered, at the time a death
benefit is paid, or at the time the Contract annuitizes.
 
   
CHARGES AGAINST THE FUNDS -- The Separate Account purchases shares of the Funds
at net asset value. The net asset value of the Fund shares reflects investment
advisory fees and administrative expenses already deducted from the assets of
the Funds. These charges are described in the Funds' prospectuses accompanying
this Prospectus.
    
 
EXCEPTIONS TO CHARGES UNDER THE CONTRACT -- We may offer, at our discretion,
reduced fees and charges including, but not limited to, Sales Charges, the
mortality and expense risk charge and the Annual Maintenance Fee for certain
sales (including employer sponsored savings plans) under circumstances which may
result in savings of certain costs and expenses. Reductions in these fees and
charges will not be unfairly discriminatory against any Contract Owner.
 
DEATH BENEFITS
 
DEATH BEFORE THE ANNUITY COMMENCEMENT DATE
 
DETERMINATION OF THE BENEFICIARY -- If the Contract Owner or the Annuitant dies
before the Annuity Commencement Date, we will pay a Death Benefit to the
Beneficiary.
 
- - IF THE CONTRACT OWNER DIES before the Annuity Commencement Date, any surviving
  joint Contract Owner becomes the Beneficiary. If there is no surviving joint
  Contract Owner, the designated Beneficiary will be the Beneficiary. If the
  Contract Owner's spouse is the sole Beneficiary and the Annuitant is living,
  the spouse may elect, in lieu of receiving the Contract Value, to be treated
  as the Contract Owner. If no Beneficiary designation is in effect or if the
  Beneficiary has predeceased the Contract Owner, the Contract Owner's estate
  will be the Beneficiary.
 
- - IF THE ANNUITANT DIES before the Annuity Commencement Date, the Contingent
  Annuitant will become the Annuitant. If either (a) there is no Contingent
  Annuitant, (b) the Contingent Annuitant predeceases the Annuitant, or (c) if
  any sole Contract Owner dies before the Annuity Commencement Date, the
  Beneficiary, as determined under the Contract control provisions, will receive
  the Death Benefit. However, if the Annuitant dies prior to the Annuity
  Commencement Date and the Contract Owner is living, the Contract Owner shall
  be the Beneficiary. In that case, the rights of any designated Beneficiary
  shall be void.
 
DETERMINATION OF THE DEATH BENEFIT -- If the deceased HAD NOT REACHED HIS OR HER
81ST BIRTHDAY, the Death Benefit is the greatest of:
 
(a) The Contract Value, or
 
(b) 100% of the total Payments made to such Contract, reduced by any prior
    Surrenders, or
 
(c) The Maximum Anniversary Value immediately preceding the date of death.
 
   
The MAXIMUM ANNIVERSARY VALUE is equal to the greatest Contract Anniversary
value determined from the following: we will calculate a Contract Anniversary
value for each Contract Anniversary prior to the deceased's 81st birthday. The
Contract Anniversary value is equal to the Contract Value on a Contract
Anniversary, increased by the dollar amount of any Net Premium Payments made
since that anniversary and reduced by the dollar amount of any partial
surrenders since that anniversary.
    
 
IF THE DECEASED REACHED HIS OR HER 81ST BIRTHDAY, then the Death Benefit is the
greatest of:
 
(a) The Contract Value, or
 
(b) 100% of the total Payments made to such Contract, reduced by any prior
    surrenders, or
 
(c) The Maximum Anniversary Value prior to the deceased's 81st birthday, reduced
    by any prior surrenders and increased by Net Premium Payments.
 
CALCULATION OF THE DEATH BENEFIT -- If the Contract Owner or Annuitant dies
before the Annuity Commencement Date and a Death Benefit is payable to the
Beneficiary, the Death Benefit will be calculated as of the date we receive
written notification of Due Proof of Death. THE DEATH BENEFIT REMAINS INVESTED
IN THE SEPARATE ACCOUNT ACCORDING TO YOUR LAST INSTRUCTIONS UNTIL THE PROCEEDS
ARE PAID OR WE RECEIVE NEW SETTLEMENT INSTRUCTIONS FROM THE BENEFICIARY. DURING
THE TIME PERIOD BETWEEN OUR RECEIPT OF WRITTEN NOTIFICATION OF DUE PROOF OF
DEATH AND OUR RECEIPT OF THE COMPLETE SETTLEMENT INSTRUCTIONS, THE CALCULATED
DEATH BENEFIT WILL BE SUBJECT TO MARKET FLUCTUATIONS. UPON RECEIPT OF COMPLETE
SETTLEMENT INSTRUCTIONS, WE WILL CALCULATE THE PAYABLE AMOUNT.
 
Any Annuity payments made or after the date of death, but before receipt of
written notification of Due Proof of Death will be recovered by us from the
Payee.
 
DEATH ON OR AFTER THE ANNUITY COMMENCEMENT DATE
If, on or after the Annuity Commencement Date, the Contract Owner dies and the
Annuitant is living, the Beneficiary becomes the Contract Owner. If the
Annuitant dies and the Contract Owner is living, the Contract Owner becomes the
Beneficiary.
 
If the Annuitant dies on or after the Annuity Commencement Date, we will make
the payments described below to the Beneficiary under the following Annuity
payment options:
 
                            18    - PROSPECTUS
<PAGE>
x  Life Annuity with Cash Refund
 
x  Life Annuity with Payments for a Period Certain
 
x  Joint and Last Survivor Annuity
 
x  Joint and Last Survivor Life Annuity with Payments for a Period Certain and
 
x  Life Annuity with Payments for a Period Certain.
 
   
THE ANNUITY PROCEEDS SETTLEMENT OPTION -- Proceeds from the Death Benefit may be
left with us for at least 5 years from the date of the Contract Owner's death if
the death occurs prior to the Annuity Commencement Date. These proceeds will
remain in the Sub-Account(s) to which they were allocated at the time of death
unless the Beneficiary elects to reallocate them. Full or partial Surrenders may
be made at any time. In the event of a complete Surrender, the remaining value
will equal the Contract Value of the proceeds left with us, minus any partial
Surrenders. This option may not be available under certain Contracts issued in
connection with Qualified Plans.
    
 
SETTLEMENT PROVISIONS
      -------------------------------------------------------------------
 
You select an Annuity Commencement Date which will not be deferred beyond the
Valuation Day immediately following the later of the Annuitant's 90th birthday
or the end of the tenth Contract Year. You may elect a later Annuity
Commencement Date if we allow and subject to the laws and regulations then in
effect. If the Contract is sold as part of a Charitable Remainder Trust, the
Annuity Commencement Date may be deferred to the Annuitant's 100th birthday. The
Annuity Commencement Date and may be changed from time to time, but ANY CHANGE
MUST BE WITHIN 30 DAYS PRIOR TO THE DATE ON WHICH ANNUITY PAYMENTS ARE SCHEDULED
TO BEGIN.
 
You also elect in writing an annuity payment option, which may be any of the
options described below or any annuity payment option then being offered by us.
The annuity payment option may not be changed on or after the Annuity
Commencement Date.
 
The Contract contains the six annuity payment options described below and the
Annuity Proceeds Settlement Option. Annuity payment options Life Annuity with
Payments for a Period Certain, Joint and Last Survivor Life Annuity with
Payments for a Period Certain and Payments for a Period Certain are each
available to Qualified Contracts only if the guaranteed payment period is less
than the life expectancy of the Annuitant at the time the option becomes
effective. The Annuity Proceeds Settlement Option is available to Qualified
Contracts only if the guaranteed payment period is less than the life expectancy
of the Beneficiary at the time the option becomes effective. Such life
expectancies are computed on the basis of the mortality table prescribed by the
IRS, or if none is prescribed, the mortality table then in use by us.
 
   
With respect to Non-Qualified Contracts, if you do not elect otherwise, fixed
dollar amount annuity payments will automatically begin on the Annuity
Commencement Date under the annuity payment option Life Annuity with Payments
for a Period Certain with a 10 year Period Certain. For Qualified Contracts and
Contracts issued in Texas, if you do not elect otherwise, fixed dollar amount
annuity payments will begin automatically on the Annuity Commencement Date,
under the Life Annuity payment option.
    
 
ANNUITY PAYMENT OPTIONS
 
OPTION 1: LIFE ANNUITY where we make Annuity payments for as long as the
Annuitant lives.
 
- -  Payments under this option STOP UPON THE DEATH OF THE ANNUITANT, even if the
   Annuitant dies after one payment.
 
OPTION 2: LIFE ANNUITY WITH CASH REFUND where we make payments during the life
of the Annuitant and when the Annuitant dies, we pay the remaining value to the
Beneficiary. The remaining value is calculated by subtracting the annuity
payments already made and any applicable Premium Taxes from the Contract Value
at the time we receive Due Proof of Death.
 
- -  This option is only available if you select payments using a VARIABLE DOLLAR
   AMOUNT PAYMENT OPTION WITH THE 5% AIR OR FIXED DOLLAR AMOUNT ANNUITY
   PAYMENTS.
 
OPTION 3: LIFE ANNUITY WITH PAYMENTS FOR A PERIOD CERTAIN where we make payments
to you for the life of the Annuitant but you are at least guaranteed payments
for a time period you select which is a minimum of 5 years and a maximum of 100
years minus your Annuitant's age. If the Annuitant dies before the end of the
period selected, we will continue to make payments until the end of the period
selected.
 
OPTION 4: JOINT AND LAST SURVIVOR ANNUITY where we make payments during the
lifetime of the Annuitant and another designated individual called the Joint
Annuitant and then throughout the remaining lifetime of the survivor.
 
                            19    - PROSPECTUS
<PAGE>
OPTION 5: JOINT AND LAST SURVIVOR LIFE ANNUITY WITH PAYMENTS FOR A PERIOD
CERTAIN where we make payments during the lifetime of you and a Joint Annuitant,
and we guarantee that those payments for a time period you select which is not
less than 5 years and no more than 100 years minus your Annuitant's age. If both
you and your Joint Annuitant die before the time we guarantee to make payments
is up, we will pay the remaining value to your Beneficiary.
 
- -  Upon the death of the Annuitant and Joint Annuitant we will give your
   Beneficiary the present value of the remaining payments.
 
OPTION 6: PAYMENTS FOR A PERIOD CERTAIN where we agree to make payments for a
specified time between 5 and 30 years. If the Annuitant dies before the end of
the specified time, we pay the Beneficiary the present value of the annuity in
one lump sum or continue making the remaining payments to the Beneficiary.
 
   
- -  If you select this option and select to have your payments made through a
   variable annuity option, YOU MAY SURRENDER YOUR ANNUITY after payments have
   started and we will give you the ANNUITY PROCEEDS SETTLEMENT OPTION
    
 
WE MAY OFFER OTHER ANNUITY PAYMENT OPTIONS FROM TIME TO TIME.
 
ANNUITY PAYMENTS
When your decide to begin to take payments, we calculate your Contract Value
minus any Premium Tax which we must pay and, unless you instruct us otherwise,
we apply that amount to a variable annuity with the same Sub-Account values. You
may however, choose to have your Contract Value applied to a fixed annuity
instead.
 
   
IMPORTANT: YOU SHOULD CONSIDER THE QUESTION OF ALLOCATION OF CONTRACT VALUES
(LESS APPLICABLE PREMIUM TAXES) AMONG SUB-ACCOUNTS AND THE FIXED ACCUMULATION
FEATURES TO MAKE CERTAIN THAT ANNUITY PAYMENTS ARE BASED ON THE INVESTMENT
ALTERNATIVE BEST SUITED TO YOUR NEEDS FOR RETIREMENT.
    
 
ANNUITY PAYMENTS. The minimum Annuity payment is $50. No election may be made
which results in a first payment of less than $50. If at any time Annuity
payments are or become less than $50, we has the right to change the frequency
of payment to intervals so that payments will at least be $50. For contract
issued in the STATE OF NEW YORK Contracts, the minimum monthly Annuity payment
is $20. If any amount due is less than the minimum amount per year, we make such
other settlement as may be equitable to the Payee.
 
All Annuity payments under any option will occur the same day of the month as
the Annuity Commencement Date, based on the payment frequency selected by You.
Available payment frequencies include monthly, quarterly, semi-annual and
annual. The payment frequency may be changed within 30 days prior to the
anniversary of your Annuity Commencement Date.
 
ANNUITY COMMENCEMENT DATE. You select the Annuity Commencement Date in your
application or order request. The Annuity Calculation Date will be no more than
five Valuation Days before the Annuity Commencement Date.
 
ANNUITY CALCULATION DATE. On the Annuity Calculation Date, Your Contract Value
less any applicable Premium Tax is applied to purchase Annuity Units of the
Sub-Accounts selected by You. The first Annuity payment is computed using the
value of these Annuity Units as of the Annuity Calculation Date.
 
INCOME PAYMENT DATES. All Annuity payments after the first Annuity payment are
computed and payable as of the Income Payment Dates. These dates are the same
day of the month as the Annuity Commencement Date, based on the Annuity payment
frequency selected by You. They are also shown on the specification page of your
Contract. You may choose from monthly, quarterly, semi-annual and annual
payments. The Annuity payment frequency may not be changed once selected by You.
 
IN THE EVENT THAT YOU DO NOT SELECT A PAYMENT FREQUENCY, ANNUITY PAYMENTS WILL
BE MADE MONTHLY.
 
VARIABLE ANNUITY PAYMENTS
 
THE FIRST VARIABLE ANNUITY PAYMENT. Variable Annuity payments are periodic
payments we pay to your designated Payee, the amount of which varies from one
Income Payment Date to the next as a function of the net investment performance
of the Sub-Accounts selected by You. The dollar amount of the first Variable
Annuity payment depends on the Annuity payment option chosen, the age of the
Annuitant, the gender of the Annuitant (if applicable), the amount of Contract
Value applied to purchase the Annuity payments, and the applicable annuity
purchase rates based on the 1983a Individual Annuity Mortality table using
projection scale G projected to the year 2000 and an AIR of not less than 3.0%.
 
The dollar amount of the first Variable Annuity payment attributable to each
Sub-Account is determined by dividing the dollar amount of the Contract Value
less applicable Premium Tax applied to that Sub-Account on the Annuity
Calculation Date by $1,000 and multiplying the result by the payment factor in
the Contract for the selected Annuity payment option. The dollar value of the
first Variable Annuity payment is the sum of the first Variable Annuity payments
attributable to each Sub-Account.
 
                            20    - PROSPECTUS
<PAGE>
ANNUITY UNITS. The number of Annuity Units attributable to a Sub-Account is
derived by dividing the first Variable Annuity payment attributable to that
Sub-Account by the Annuity Unit value for that Sub-Account for the Valuation
Period ending on the Annuity Calculation Date or during which the Annuity
Calculation Date falls if the Valuation Period does not end on such date. The
number of Annuity Units attributable to each Sub-Account under a Contract
remains fixed unless there is a transfer of Annuity Units between Sub-Accounts.
 
SUBSEQUENT VARIABLE ANNUITY PAYMENTS. The dollar amount of each subsequent
Variable Annuity payment attributable to each Sub-Account is calculated on the
Income Payment Date. It is determined by multiplying (a) by (b) and adding (c),
where:
 
(a) is the number of Annuity Units of each Sub-Account credited under the
    Contract;
 
(b) is the Annuity Unit value (described below) for that Sub-Account; and
 
(c) is the result of each Sub-Account calculation.
 
The total subsequent Variable Annuity payments equal the sum of the amounts
attributable to each Sub-Account.
 
When an Income Payment Date falls on a day that is not a Valuation Day, the
Income Payment is computed as of the prior Valuation Day. If the date of the
month elected does not occur in a given month, i.e., the 29th, 30th, or 31st of
a month, the payment will be computed as of the last Valuation Day of the month.
 
The Annuity Unit value of each Sub-Account for any Valuation Period is equal to
(a) multiplied by (b) multiplied by (c) where:
 
(a) is the Net Investment Factor for the Valuation Period for which the Annuity
    Unit value is being calculated;
 
(b) is the Annuity Unit value for the preceding Valuation Period; and
 
(c) is the Annuity Unit Factor
 
The Annuity Unit Factor neutralizes the AIR percentage (3%, 5%, or 6%). The
daily Annuity Unit Factor corresponding to the AIR percentages of 3%, 5%, and 6%
are 0.999919, 0.999866, and 0.999840, respectively.
 
THE ASSUMED INVESTMENT RETURN (AIR). The Annuity Unit value will increase or
decrease from one Income Payment Date to the next in direct proportion to the
net investment return of the Sub-Account or Sub-Accounts supporting the Variable
Annuity payments, less an adjustment to neutralize the selected AIR. Dividing
what would otherwise be the Annuity Unit value by the AIR factor is necessary in
order to adjust the change in the Annuity Unit value (resulting from the Net
Investment Factor) so that the Annuity Unit value only changes to the extent
that the Net Investment Factor represents a rate of return greater than or less
than the AIR selected by You. Without this adjustment, the Net Investment Factor
would decrease the Annuity Unit value to the extent that such value represented
an annualized rate of return of less than 0.0% and increase the Annuity Unit
value to the extent that such value represented an annualized rate of return of
greater than 0.0%.
 
The Contract permits Contract Owners to select one of three AIRs: 3%, 5% or 6%.
A higher AIR will result in a higher initial payment, a more slowly rising
series of subsequent payments when actual investment performance (minus any
deductions and expenses) exceeds the AIR, and a more rapid drop in subsequent
payments when actual investment performance (minus any deductions and expenses)
is less than the AIR. The following examples may help clarify the impact of
selecting one AIR over another:
 
- - If You select a 3% AIR and if the net investment return of the Sub-Account for
  an Annuity payment period is equal to the pro-rated portion of the 3% AIR, the
  Variable Annuity payment attributable to that Sub-Account for that period will
  equal the Annuity payment for the prior period. To the extent that such net
  investment return exceeds an annualized rate of return of 3% for a payment
  period, the Annuity payment for that period will be greater than the Annuity
  payment for the prior period and to the extent that such return for a period
  falls short of an annualized rate of 3%, the Annuity payment for that period
  will be less than the Annuity payment for the prior period.
 
- - If You select a 5% AIR and if the net investment return of the Sub-Account for
  an Annuity payment period is equal to the pro-rated portion of the 5% AIR, the
  Variable Annuity payment attributable to that Sub-Account for that period will
  equal the Annuity payment for the prior period. To the extent that such net
  investment return exceeds an annualized rate of return of 5% for a payment
  period, the Annuity payment for that period will be greater than the Annuity
  payment for the prior period and to the extent that such return for a period
  falls short of an annualized rate of 5%, the Annuity payment for that period
  will be less than the Annuity payment for the prior period.
 
- - If You select a 6% AIR and if the net investment return of the Sub-Account for
  an Annuity payment period is equal to the pro-rated portion of the 6% AIR, the
  Variable Annuity payment attributable to that Sub-Account for that period will
  equal the Annuity payment for the prior period. To the extent that such net
  investment return exceeds an annualized rate of return of 6% for a payment
  period, the Annuity payment for that period will be greater than the Annuity
  Payment for the prior period and to the extent that such return for a period
  falls short of an annualized rate of
 
                            21    - PROSPECTUS
<PAGE>
  6%, the Annuity payment for that period will be less than the Annuity payment
  for the prior period.
 
LEVEL VARIABLE ANNUITY PAYMENTS WOULD BE PRODUCED IF THE INVESTMENT RATE RETURNS
REMAINED CONSTANT AND EQUAL TO THE AIR. IN FACT, PAYMENTS WILL VARY UP OR DOWN
AS THE INVESTMENT RATE VARIES UP OR DOWN FROM THE AIR.
 
EXCHANGE (TRANSFER) OF ANNUITY UNITS. After the Annuity Calculation Date, You
may exchange (i.e., transfer) the dollar value of a designated number of Annuity
Units of a particular Sub-Account for an equivalent dollar amount of Annuity
Units of another Sub-Account. On the date of the transfer, the dollar amount of
a Variable Annuity payment generated from the Annuity Units of either
Sub-Account would be the same. Transfers are executed as of the day Hartford
receives a written request for a transfer. For guidelines refer to Sub-Account
Value Transfers Before and After the Annuity Commencement Date.
 
FIXED DOLLAR ANNUITY. Fixed Annuity payments are determined at annuitization by
multiplying the Contract Value (less applicable Premium Taxes) by a rate to be
determined by Hartford which is no less than the rate specified in the Fixed
Annuity option tables in the Contract. The Annuity payment will remain level for
the duration of the Annuity. Any Fixed Annuity allocation may not be changed.
 
OTHER INFORMATION
 
ASSIGNMENT. Ownership of this Contract is generally assignable. However, if the
Contracts are issued pursuant to some form of Qualified Plan, it is possible
that the ownership of the Contracts may not be transferred or assigned depending
on the type of tax-qualified retirement plan involved. An assignment of a
Non-Qualified Contract may subject the Contract values or assignment proceeds to
income taxes and certain penalty taxes.
 
CONTRACT MODIFICATION. The Annuitant may not be changed; however, the Contingent
Annuitant may be changed at any time prior to the Annuity Commencement Date by
sending us written notice. We may modify the Contract, but no modification will
effect the amount or term of any Contract unless a modification is required to
conform the Contract to applicable Federal or State law. No modification will
effect the method by which Contract Values are determined.
 
   
FEDERAL TAX CONSIDERATIONS
    
      -------------------------------------------------------------------
 
What are some of the federal tax consequences which affect these Contracts?
 
   
A.  GENERAL
    
   
Since federal tax law is complex, the tax consequences of purchasing this
contract will vary depending on your situation. You may need tax or legal advice
to help you determine whether purchasing this contract is right for you.
    
 
   
Our general discussion of the tax treatment of this contract is based on our
understanding of federal income tax laws as they are currently interpreted. A
detailed description of all federal income tax consequences regarding the
purchase of this contract cannot be made in the prospectus. We also do not
discuss state, municipal or other tax laws that may apply to this contract. For
detailed information, you should consult with a qualified tax adviser familiar
with your situation.
    
 
   
B.  TAXATION OF HARTFORD AND THE SEPARATE ACCOUNT
    
   
The Separate Account is taxed as part of Hartford which is taxed as a life
insurance company in accordance with the Internal Revenue Code of 1986, as
amended (the "Code"). Accordingly, the Separate Account will not be taxed as a
"regulated investment company" under subchapter M of Chapter 1 of the Code.
Investment income and any realized capital gains on the assets of the Separate
Account are reinvested and are taken into account in determining the value of
the Accumulation and Annuity Units (See "Value of Accumulation Units"). 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. Code Section 72 contains provisions
for contract owners which are not natural persons. Non-natural persons include
corporations, trusts, limited liability companies, partnerships and other types
of legal entities. The tax rules for contracts owned by non-natural persons are
different from the rules for contracts
    
 
                            22    - PROSPECTUS
<PAGE>
   
owned by individuals. For example, the annual net increase in the value of the
contract is currently includible 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:
    
 
   
- - certain annuities held by structured settlement companies,
    
 
   
- - certain annuities held by an employer with respect to a terminated qualified
  retirement plan and
    
 
   
- - certain immediate annuities.
    
 
A non-natural person which is a tax-exempt entity for federal tax purposes will
not be subject to income tax as a result of this provision.
 
   
If the contract owner is a non-natural person, the primary annuitant is treated
as the contract owner in applying mandatory distribution rules. These rules
require that certain distributions be made upon the death of the contract owner.
A change in the primary annuitant is also treated as the death of the contract
owner.
    
 
2.  OTHER CONTRACT OWNERS (NATURAL PERSONS). A Contract Owner is not taxed on
increases in the value of the Contract until an amount is received or deemed
received, e.g., in the form of a lump sum payment (full or partial value of a
Contract) or as Annuity payments under the settlement option elected.
 
The provisions of Section 72 of the Code concerning distributions are summarized
briefly below. Also summarized are special rules affecting distributions from
Contracts obtained in a tax-free exchange for other annuity contracts or life
insurance contracts which were purchased prior to August 14, 1982.
 
    a.  DISTRIBUTIONS PRIOR TO THE ANNUITY COMMENCEMENT DATE.
 
 i. Total premium payments less amounts received which were not includable in
    gross income equal the "investment in the contract" under Section 72 of the
    Code.
 
 ii. To the extent that the value of the Contract (ignoring any surrender
     charges except on a full surrender) exceeds the "investment in the
     contract," such excess constitutes the "income on the contract."
 
 iii. Any amount received or deemed received prior to the Annuity Commencement
      Date (e.g., upon a partial surrender) is deemed to come first from any
      such "income on the contract" and then from "investment in the contract,"
      and for these purposes such "income on the contract" shall be computed by
      reference to any aggregation rule in subparagraph 2.c. below. As a result,
      any such amount received or deemed received (1) shall be includable in
      gross income to the extent that such amount does not exceed any such
      "income on the contract," and (2) shall not be includable in gross income
      to the extent that such amount does exceed any such "income on the
      contract." If at the time that any amount is received or deemed received
      there is no "income on the contract" (e.g., because the gross value of the
      Contract does not exceed the "investment in the contract" and no
      aggregation rule applies), then such amount received or deemed received
      will not be includable in gross income, and will simply reduce the
      "investment in the contract."
 
 iv. The receipt of any amount as a loan under the Contract or the assignment or
     pledge of any portion of the value of the Contract shall be treated as an
     amount received for purposes of this subparagraph a. and the next
     subparagraph b.
 
 v. In general, the transfer of the Contract, without full and adequate
    consideration, will be treated as an amount received for purposes of this
    subparagraph a. and the next subparagraph b. This transfer rule does not
    apply, however, to certain transfers of property between spouses or incident
    to divorce.
 
    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).
    
 
                            23    - PROSPECTUS
<PAGE>
    c.  AGGREGATION OF TWO OR MORE ANNUITY CONTRACTS. Contracts issued after
October 21, 1988 by the same insurer (or affiliated insurer) to the same
Contract Owner within the same calendar year (other than certain contracts held
in connection with a tax-qualified retirement arrangement) will be treated as
one annuity Contract for the purpose of determining the taxation of
distributions prior to the Annuity Commencement Date. An annuity contract
received in a tax-free exchange for another annuity contract or life insurance
contract may be treated as a new Contract for this purpose. Hartford believes
that for any annuity subject to such aggregation, the values under the Contracts
and the investment in the contracts will be added together to determine the
taxation under subparagraph 2.a., above, of amounts received or deemed received
prior to the Annuity Commencement Date. Withdrawals will first be treated as
withdrawals of income until all of the income from all such Contracts is
withdrawn. As of the date of this Prospectus, there are no regulations
interpreting this provision.
 
    d.  10% PENALTY TAX -- APPLICABLE TO CERTAIN WITHDRAWALS AND ANNUITY
PAYMENTS.
 
 i. If any amount is received or deemed received on the Contract (before or
    after the Annuity Commencement Date), the Code applies a penalty tax equal
    to ten percent of the portion of the amount includable in gross income,
    unless an exception applies.
 
 ii. The 10% penalty tax will not apply to the following distributions
     (exceptions vary based upon the precise plan involved):
 
   
    1.  Distributions made on or after the date the recipient has attained the
        age of 59 1/2.
    
 
    2.  Distributions made on or after the death of the holder or where the
        holder is not an individual, the death of the primary annuitant.
 
    3.  Distributions attributable to a recipient's becoming disabled.
 
   
    4.  A distribution that is part of a scheduled series of substantially equal
        periodic payments (not less frequently than annually) for the life (or
        life expectancy) of the recipient (or the joint lives or life
        expectancies of the recipient and the recipient's designated
        Beneficiary).
    
 
    5.  Distributions of amounts which are allocable to the "investment in the
        contract" prior to August 14, 1982 (see next subparagraph e.).
 
    e.  SPECIAL PROVISIONS AFFECTING CONTRACTS OBTAINED THROUGH A TAX-FREE
EXCHANGE OF OTHER ANNUITY OR LIFE INSURANCE CONTRACTS PURCHASED PRIOR TO AUGUST
14, 1982.If the Contract was obtained by a tax-free exchange of a life insurance
or annuity Contract purchased prior to August 14, 1982, then any amount received
or deemed received prior to the Annuity Commencement Date shall be deemed to
come (1) first from the amount of the "investment in the contract" prior to
August 14, 1982 ("pre-8/14/82 investment") carried over from the prior Contract,
(2) then from the portion of the "income on the contract" (carried over to, as
well as accumulating in, the successor Contract) that is attributable to such
pre-8/14/82 investment, (3) then from the remaining "income on the contract" and
(4) last from the remaining "investment in the contract." As a result, to the
extent that such amount received or deemed received does not exceed such
pre-8/14/82 investment, such amount is not includable in gross income., In
addition, to the extent that such amount received or deemed received does not
exceed the sum of (a) such pre-8/14/82 investment and (b) the "income on the
contract" attributable thereto, such amount is not subject to the 10% penalty
tax. In all other respects, amounts received or deemed received from such
post-exchange Contracts are generally subject to the rules described in this
subparagraph 3.
 
    f.  REQUIRED DISTRIBUTIONS
 
 i. Death of Contract Owner or Primary Annuitant
 
Subject to the alternative election or spouse beneficiary provisions in ii or
iii below:
 
    1.  If any Contract Owner dies on or after the Annuity Commencement Date and
        before the entire interest in the Contract has been distributed, the
        remaining portion of such interest shall be distributed at least as
        rapidly as under the method of distribution being used as of the date of
        such death;
 
    2.  If any Contract Owner dies before the Annuity Commencement Date, the
        entire interest in the Contract will be distributed within 5 years after
        such death; and
 
    3.  If the Contract Owner is not an individual, then for purposes of 1. or
        2. above, the primary annuitant under the Contract shall be treated as
        the Contract Owner, and any change in the primary annuitant shall be
        treated as the death of the Contract 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
 
                            24    - PROSPECTUS
<PAGE>
   
distributed over a period that does not extend beyond the life or life
expectancy of the beneficiary. The election must be made 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. This spousal continuation shall apply only once
for this contract.
    
 
   
3.  DIVERSIFICATION REQUIREMENTS. The Code requires that investments supporting
your contract be adequately diversified. Code Section 817 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. If a contract is not treated as an annuity
contract, the contract owner will be subject to income tax on annual increases
in cash value.
    
 
   
The Treasury Department's diversification regulations 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 the
case of government securities, each government agency or instrumentality is
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 still 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.
    
 
   
We monitor the diversification of investments in the separate accounts and test
for diversification as required by the Code. We intend 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 separate accounts
supporting the contract must be considered to be owned by the insurance company
and not by the contract owner. It is unclear under what circumstances an
investor is considered to have enough control over the assets in the separate
account to be considered the owner of the assets for tax purposes.
    
 
   
The IRS has issued several rulings discussing investor control. These rulings
say 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.
    
 
   
In its explanation of the diversification regulations, the Treasury Department
recognized 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, guidance has
yet to be issued. We do not know if additional guidance will be issued. If
guidance is issued, we do not know if it will have a retroactive effect.
    
 
   
Due to the lack of specific guidance on investor control, there is some
uncertainty about when a contract owner is considered the owner of the assets
for tax purposes. We reserve the right to modify the contract, as necessary, to
prevent you from being considered the owner of assets in the separate account.
    
 
   
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 there is no
    
 
                            25    - PROSPECTUS
<PAGE>
   
election to waive withholding, 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 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 foreign taxation with respect to an annuity purchase.
 
MISCELLANEOUS
      -------------------------------------------------------------------
 
HOW CONTRACTS ARE SOLD
   
Hartford Securities Distribution Company, Inc. ("HSD") serves as Principal
Underwriter for the securities issued with respect to the Separate Account. HSD
is an affiliate of Hartford. Both HSD and Hartford are ultimately controlled by
The Hartford Financial Services Group, Inc. The principal business address of
HSD is the same as that of Hartford.
    
 
   
The securities will be sold by salespersons of HSD who represent Hartford as
insurance and variable annuity agents and who are registered representatives of
Broker-Dealers who have entered into distribution agreements with HSD.
    
 
HSD is registered with the 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.
 
   
The Contract may be sold directly to certain individuals under certain
circumstances that do not involve payment of any sales compensation to a
registered representative. In such case, Hartford will waive the sales charge.
This in no way affects present or future charges, rights, benefits or current
values of other Contract Owners. The following class of individuals are eligible
for this feature: (1) current or retired officers, directors, trustees and
employees (and their families) of the ultimate parent and affiliates of
Hartford; and (2) employees and registered representatives (and their families)
of registered broker-dealers (or financial institutions affiliated therewith)
that have a sales agreement with Hartford and its principal underwriter to sell
the Contracts.
    
 
                            26    - PROSPECTUS
<PAGE>
YEAR 2000
 
   
IN GENERAL The Year 2000 issue relates to the ability or inability of computer
hardware, software and other information technology (IT) systems, as well as
non-IT systems, such as equipment and machinery with imbedded chips and
microprocessors, to properly process information and data containing or related
to dates beginning with the year 2000 and beyond. The Year 2000 issue exists
because, historically, many IT and non-IT systems that are in use today were
developed years ago when a year was identified using a two-digit date field
rather than a four-digit date field. As information and data containing or
related to the century date are introduced to date sensitive systems, these
systems may recognize the year 2000 as "1900", or not at all, which may result
in systems processing information incorrectly. This, in turn, may significantly
and adversely affect the integrity and reliability of information databases of
IT systems, may cause the malfunctioning of certain non-IT systems, and may
result in a wide variety of adverse consequences to a company. In addition, Year
2000 problems that occur with third parties with which a company does business,
such as suppliers, computer vendors, distributors and others, may also adversely
affect any given company.
    
 
   
The integrity and reliability of Hartford's IT systems, as well as the
reliability of its non-IT systems, are integral aspects of Hartford's business.
Hartford issues insurance policies, annuities, mutual funds and other financial
products to individual and business customers, nearly all of which contain date
sensitive data, such as policy expiration dates, birth dates and premium payment
dates. In addition, various IT systems support communications and other systems
that integrate Hartford's various business segments and field offices. Hartford
also has business relationships with numerous third parties that affect
virtually all aspects of Hartford's business, including, without limitation,
suppliers, computer hardware and software vendors, insurance agents and brokers,
securities broker-dealers and other distributors of financial products, many of
which provide date sensitive data to Hartford, and whose operations are
important to Hartford's business.
    
 
   
INTERNAL YEAR 2000 EFFORTS AND TIMETABLE Beginning in 1990, Hartford began
working on making its IT systems Year 2000 ready, either through installing new
programs or replacing systems. Since January 1998, Hartford's Year 2000 efforts
have focused on the remaining Year 2000 issues related to IT and non-IT systems
in all of Hartford's business segments. These Year 2000 efforts include the
following five main initiatives: (1) identifying and assessing Year 2000 issues;
(2) taking actions to remediate IT and non-IT systems so that they are Year 2000
ready; (3) testing IT and non-IT systems for Year 2000 readiness; (4) deploying
such remediated and tested systems back into their respective production
environments; and (5) conducting internal and external integrated testing of
such systems. As of December 31, 1998, Hartford substantially completed
initiatives (1) through (4) of its internal Year 2000 efforts. Hartford has
begun initiative (5) and management currently anticipates that such activity
will continue into the fourth quarter of 1999.
    
 
   
THIRD PARTY YEAR 2000 EFFORTS AND TIMETABLE Hartford's Year 2000 efforts include
assessing the potential impact on Hartford of third parties' Year 2000
readiness. Hartford's third party Year 2000 efforts include the following three
main initiatives: (1) identifying third parties which have significant business
relationships with Hartford, including, without limitation, insurance agents,
brokers, third party administrators, banks and other distributors and servicers
of financial products, and inquiring of such third parties regarding their Year
2000 readiness; (2) evaluating such third parties' responses to Hartford's
inquiries; and (3) based on the evaluation of third party responses (or a third
party's failure to respond) and the significance of the business relationship,
conducting additional activities with respect to third parties as determined to
be necessary in each case. These activities may include conducting additional
inquiries, more in-depth evaluations of Year 2000 readiness and plans, and
integrated IT systems testing. Hartford has completed the first third party
initiative and, as of early 1999, had substantially completed evaluating third
party responses received. Hartford has begun conducting the additional
activities described in initiative (3) and management currently anticipates that
it will continue to do so through the end of 1999. However, notwithstanding
these third party Year 2000 efforts, Hartford does not have control over these
third parties and, as a result, Hartford cannot currently determine to what
extent future operating results may be adversely affected by the failure of
these third parties to adequately address their Year 2000 issues.
    
 
   
YEAR 2000 COSTS The costs of Hartford's Year 2000 program that were incurred
through the year ended December 31, 1997 were not material to Hartford's
financial condition or results of operations. The after-tax costs of Hartford's
Year 2000 efforts for the year ended December 31, 1998 were approximately $3
million. Management currently estimates that after-tax costs related to the Year
2000 program to be incurred in 1999 will be less than $10 million. These costs
are being expensed as incurred.
    
 
   
RISKS AND CONTINGENCY PLANS If significant Year 2000 problems arise, including
problems arising with third parties, failures of IT and non-IT systems could
occur, which in turn could result in substantial interruptions in Hartford's
business. In addition, Hartford's investing activities are an important aspect
of its business and Hartford may be exposed to the risk that issuers of
investments held by it will be adversely impacted by Year 2000 issues. Given the
uncertain nature of Year 2000 problems that may arise,
    
 
                            27    - PROSPECTUS
<PAGE>
   
especially those related to the readiness of third parties discussed above,
management cannot determine at this time whether the consequences of Year 2000
related problems that could arise will have a material impact on Hartford's
financial condition or results of operations.
    
 
   
Hartford is in the process of developing certain contingency plans so that if,
despite its Year 2000 efforts, Year 2000 problems ultimately arise, the impact
of such problems may be avoided or minimized. These contingency plans are being
developed based on, among other things, known or reasonably anticipated
circumstances and potential vulnerabilities. The contingency planning also
includes assessing the dependency of Hartford's business on third parties and
their Year 2000 readiness. Hartford currently anticipates that internal and
external contingency plans will be substantially complete by the end of the
second quarter of 1999. However, in many contexts, Year 2000 issues are dynamic,
and ongoing assessments of business functions, vulnerabilities and risks must be
made. As such, new contingency plans may be needed in the future and/or existing
plans may need to be modified as circumstances warrant.
    
 
LEGAL MATTERS AND EXPERTS
There are no material legal proceedings pending to which the Separate Account is
a party.
 
Counsel with respect to federal laws and regulations applicable to the issue and
sale of the Contracts and with respect to Connecticut law is Lynda Godkin,
Senior Vice President, General Counsel and Corporate Secretary, Hartford Life
Insurance Company, P.O. Box 2999, Hartford, Connecticut 06104-2999.
 
The audited financial statements and financial statement schedules included in
this registration statement have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their report with respect
thereto, and are included herein in reliance upon the authority of said firm as
experts in giving said reports. The principal business address of Arthur
Andersen LLP is One Financial Plaza, Hartford, Connecticut 06103.
 
MORE INFORMATION
You may call your Representative if you have any questions or write or call us
at the address below:
 
  Hartford Life Insurance Company
  Attn: Individual Annuity Services
  P.O. Box 5085
  Hartford, Connecticut 06102-5085.
  Telephone: (800) 521-0538 (Contract Owners)
 
                            28    - PROSPECTUS
<PAGE>
   
APPENDIX I - INFORMATION REGARDING TAX-QUALIFIED RETIREMENT PLANS
    
      -------------------------------------------------------------------
 
   
This summary does not attempt to provide more than general information about the
federal income tax rules associated with use of a Contract by a tax-qualified
retirement plan. Because of the complexity of the federal tax rules, owners,
participants and beneficiaries are encouraged to consult their own tax advisors
as to specific tax consequences.
    
 
   
The federal tax rules applicable to owners of Contracts under tax-qualified
retirement plans vary according to the type of plan as well as the terms and
conditions of the plan itself. Contract owners, plan participants and
beneficiaries are cautioned that the rights and benefits of any person may be
controlled by the terms and conditions of the tax-qualified retirement plan
itself, regardless of the terms and conditions of a Contract. We are not bound
by the terms and conditions of such plans to the extent such terms conflict with
a Contract, unless we specifically consent to be bound.
    
 
   
Some tax-qualified retirement plans are subject to distribution and other
requirements that are not incorporated into our administrative procedures.
Contract owners, participants and beneficiaries are responsible for determining
that contributions, distributions and other transactions comply with applicable
law. Tax penalties may apply to transactions with respect to tax-qualified
retirement plans if applicable federal income tax rules and restrictions are not
carefully observed.
    
 
   
We do not currently offer the Contracts in connection with all of the types of
tax-qualified retirement plans discussed below and may not offer the Contracts
for all types of tax-qualified retirement plans in the future.
    
 
   
1.  TAX-QUALIFIED PENSION OR PROFIT-SHARING PLANS Eligible employers can
establish certain tax-qualified pension and profit-sharing plans under section
401 of the Code. Rules under section 401(k) of the Code govern certain "cash or
deferred arrangements" under such plans. Rules under section 408(k) govern
"simplified employee pensions". Tax-qualified pension and profit-sharing 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 the Contracts in connection with
tax-qualified pension or profit-sharing plans should seek competent tax and
other legal advice.
    
 
   
2.  TAX SHELTERED ANNUITIES UNDER SECTION 403(B) Public schools and certain
types of charitable, educational and scientific organizations, as specified in
section 501(c)(3) of the Code, can purchase tax-sheltered annuity contracts for
their employees. Tax-deferred contributions can be made to tax-sheltered annuity
contracts under section 403(b) of the Code, subject to certain limitations.
Generally, such contributions may not exceed the lesser of $10,000 (indexed) or
20% of the 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:
    
 
   
- - after the participating employee attains age 59 1/2;
    
 
   
- - upon separation from service;
    
 
   
- - upon death or disability; or
    
 
   
- - 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.
    
 
   
3.  DEFERRED COMPENSATION PLANS UNDER SECTION 457 A governmental employer or a
tax-exempt employer other than a governmental unit can establish a Deferred
Compensation Plan under section 457 of the Code. For these purposes, a
"governmental employer" is a State, a political subdivision of a State, or an
agency or an instrumentality of a State or political subdivision of a State.
Employees and
independent contractors performing services for a governmental or tax-exempt
employer can elect to have contributions made to a Deferred Compensation Plan of
their employer in accordance with the employer's plan and section 457 of the
Code.
    
 
   
Deferred Compensation Plans that meet the requirements of section 457(b) of the
Code are called "eligible" Deferred Compensation Plans. Section 457(b) limits
the amount of contributions that can be made to an eligible Deferred
Compensation Plan on behalf of a participant. Generally, the limitation on
contributions is 33 1/3% of a participant's includable compensation (typically
25% of gross compensation) or, for 1999, $8,000 (indexed), whichever is less.
The plan may provide for additional "catch-up" contributions during the three
taxable years ending before the year in which the participant attains normal
retirement age.
    
 
   
All of the assets and income of an eligible Deferred Compensation Plan
established by a governmental employer after August 20, 1996, must be held in
trust for the exclusive benefit of participants and their beneficiaries. For
this purpose, custodial accounts and certain annuity contracts are treated as
trusts. Eligible Deferred Compensation Plans that were in existence on August
20, 1996 may be
    
 
                            29    - PROSPECTUS
<PAGE>
   
amended to satisfy the trust and exclusive benefit requirements any time prior
to January 1, 1999, and must be amended not later than that date to continue to
receive favorable tax treatment. The requirement of a trust does not apply to
amounts under a Deferred Compensation Plan of a tax-exempt (non-governmental)
employer. In addition, the requirement of a trust does not apply to amounts
under a Deferred Compensation Plan of a governmental employer if the Deferred
Compensation Plan is not an eligible plan within the meaning of section 457(b)
of the Code. In the absence of such a trust, amounts under the plan will be
subject to the claims of the 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 as defined in the Code.
    
 
   
Under present federal tax law, amounts accumulated in a Deferred Compensation
Plan under section 457 of the Code cannot be transferred or rolled over on a
tax-deferred basis except for certain transfers to other Deferred Compensation
Plans under section 457 in limited cases.
    
 
   
4.  INDIVIDUAL RETIREMENT ANNUITIES ("IRAS") UNDER SECTION 408
    
 
   
TRADITIONAL IRAS. Eligible individuals can establish individual retirement
programs under section 408 of the Code through the purchase of an IRA. Section
408 imposes limits with respect to IRAs, including limits on the amount that may
be contributed to an IRA, the amount of such contributions that may be deducted
from taxable income, the persons who may be eligible to contribute to an IRA,
and the time when distributions commence from an IRA. Distributions from certain
tax-qualified retirement plans may be "rolled-over" to an IRA on a tax-deferred
basis.
    
 
   
SIMPLE IRAS. Eligible employees may establish SIMPLE IRAs in connection with a
SIMPLE IRA plan of an employer under section 408(p) of the Code. 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 Traditional IRA only after two years have expired since the employee first
commenced participation in the employer's SIMPLE IRA plan. Amounts cannot be
rolled over to a SIMPLE IRA from a qualified plan or a Traditional IRA. Hartford
is a non-designated financial institution for purposes of the SIMPLE IRA rules.
    
 
   
ROTH IRAS. Eligible individuals may establish Roth IRAs under section 408A of
the Code. Contributions to a Roth IRA are not deductible. Subject to special
limitations, a Traditional IRA may be converted into a Roth IRA or a
distribution from a Traditional IRA may be rolled over to a Roth IRA. However, a
conversion or a rollover from a Traditional 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.
    
 
   
5.  FEDERAL TAX PENALTIES AND WITHHOLDING Distributions from tax-qualified
retirement plans are generally taxed as ordinary income 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 that bears the
same ratio as the after-tax contributions bear to the expected return.
    
 
   
    (a) PENALTY TAX ON EARLY DISTRIBUTIONS Section 72(t) of the Code imposes an
additional penalty tax equal to 10% of the taxable portion of a distribution
from certain tax-qualified retirement plans. However, the 10% penalty tax does
not apply to a distributions that is:
    
 
   
- - Made on or after the date on which the employee reaches age 59 1/2;
    
 
   
- - Made to a beneficiary (or to the estate of the employee) on or after the death
  of the employee;
    
 
   
- - Attributable to the employee's becoming disabled (as defined in the Code);
    
 
   
- - Part of a series of substantially equal periodic payments (not less frequently
  than annually) made for the life (or life expectancy) of the employee or the
  joint lives (or joint life expectancies) of the employee and his or her
  designated beneficiary;
    
 
   
- - Except in the case of an IRA, made to an employee after separation from
  service after reaching age 55; or
    
 
   
- - Not greater than the amount allowable as a deduction to the employee for
  eligible medical expenses during the taxable year.
    
 
   
In addition, the 10% penalty tax does not apply to a distribution from an IRA
that is:
    
 
   
- - Made after separation from employment to an unemployed IRA owner for health
  insurance premiums, if certain conditions are met;
    
 
   
- - Not in excess of the amount of certain qualifying higher education expenses,
  as defined by section 72(t)(7) of the Code; or
    
 
   
- - A qualified first-time homebuyer distribution meeting the requirements
  specified at section 72(t)(8) of the Code.
    
 
                            30    - PROSPECTUS
<PAGE>
   
If you are a participant in a SIMPLE IRA plan, you should be aware that the 10%
penalty tax is increased to 25% with respect to non-exempt early 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.
    
 
   
    (b) MINIMUM DISTRIBUTION PENALTY TAX If the amount distributed is less than
the minimum required distribution for the year, the Participant is subject to a
50% penalty 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 the Required Beginning
Date. Generally, the Required Beginning Date is April 1 of the calendar year
following the later of:
    
 
   
- - the calendar year in which the individual attains age 70 1/2; or
    
 
   
- - the calendar year in which the individual retires from service with the
  employer sponsoring the plan.
    
 
   
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:
    
 
   
- - the life of the Participant or the lives of the Participant and the
  Participant's designated beneficiary, or
    
 
   
- - Over a period not extending beyond the life expectancy of the Participant or
  the joint life expectancy of the Participant and the Participant's 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 and distribution is over the life
of such 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.
    
 
   
    (c) WITHHOLDING In general, regular wage withholding rules apply to
distributions from IRAs and plans described in section 457 of the Code. Periodic
distributions from other tax-qualified retirement plans that are made for a
specified period of 10 or more years or for the life or life expectancy of the
participant (or the joint lives or life expectancies of the participant and
beneficiary) are generally subject to federal income tax withholding as if the
recipient were married claiming three exemptions. The recipient of periodic
distributions may generally elect not to have withholding apply or to have
income taxes withheld at a different rate by providing a completed election
form.
    
 
   
Mandatory federal income tax withholding at a flat rate of 20% will generally
apply to other distributions from such other tax-qualified retirement plans
unless such distributions are:
    
 
   
- - the non-taxable portion of the distribution;
    
 
   
- - required minimum distributions; or
    
 
   
- - direct transfer distributions.
    
 
Direct transfer distributions are direct payments to an IRA or to another
eligible retirement plan under Code section 401(a)(31).
 
   
Certain states require withholding of state taxes when federal income tax is
withheld.
    
 
                            31    - PROSPECTUS
<PAGE>
TABLE OF CONTENTS TO
STATEMENT OF ADDITIONAL INFORMATION
      -------------------------------------------------------------------
 
<TABLE>
<CAPTION>
SECTION                                       PAGE
- -----------------------------------------------------------
<S>                                           <C>
Description of Hartford Life Insurance
 Company
- -----------------------------------------------------------
Safekeeping of Assets
- -----------------------------------------------------------
Independent Public Accountants
- -----------------------------------------------------------
Distribution of Contracts
- -----------------------------------------------------------
Calculation of Yield and Return
- -----------------------------------------------------------
Performance Comparisons
- -----------------------------------------------------------
Financial Statements
- -----------------------------------------------------------
</TABLE>
 
                            32    - PROSPECTUS
<PAGE>
This form must be completed for all tax sheltered annuities.
 
SECTION 403(B)(11) ACKNOWLEDGMENT FORM
- ---------------------------------------------------------------
 
The Hartford Variable Annuity Contract which you have recently purchased is
subject to certain restrictions imposed by the Tax Reform Act of 1986.
Contributions to the Contract after December 31, 1988 and any increases in cash
value after December 31, 1988 may not be distributed to you unless you have:
 
        a. attained age 59 1/2,
 
        b. separated from service,
 
        c. died, or
 
        d. become disabled.
 
Distributions of post December 31, 1988 contributions (excluding any income
thereon) may also be made if you have experienced a financial hardship.
 
Also, there may be a 10% penalty tax for distributions made prior to age
59 1/2because of financial hardship or separation from service.
 
   
Also, please be aware that your 403(b) Plan may also offer other financial
alternatives other than the [PRODUCT NAME] Variable Annuity. Please refer to
your Plan.
    
 
Please complete the following and return to:
 
        Hartford Life Insurance Company
       Individual Annuity Services
       P.O. Box 5085
       Hartford, CT 06102-5085
Name of Contract Owner/Participant _____________________
Address ________________________________________________
City or Plan/School District ___________________________
Date: __________________________________________________
Contract No:  __________________________________________
Signature: _____________________________________________
 
- --------------------------------------------------------------------------------
 
To obtain a Statement of Additional Information, please complete the form below
and mail to:
 
       Hartford Life Insurance Company
       Attn: Individual Annuity Services
       P.O. Box 5085
       Hartford, CT 06102-5085
 
Please send a Statement of Additional Information for [PRODUCT NAME] Variable
Annuity to me at the following address:
 
- -------------------------------------------------------
Name
 
- -------------------------------------------------------
Address
 
- -------------------------------------------------------
City/State                                                 Zip Code
<PAGE>








                                     PART B


<PAGE>





                       STATEMENT OF ADDITIONAL INFORMATION
   
                         HARTFORD LIFE INSURANCE COMPANY
                  PUTNAM CAPITAL MANAGER TRUST SEPARATE ACCOUNT
                                 [PRODUCT NAME]
    
   
This Statement of Additional Information is not a prospectus. The information
contained herein should be read in conjunction with the prospectus.

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





Date of Prospectus: May 3, 1999

Date of Statement of Additional Information: May 3, 1999
    











333-66939

<PAGE>



                                     -2-


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
SECTION                                               PAGE
- -------                                               ----
<S>                                                   <C>

DESCRIPTION OF HARTFORD LIFE INSURANCE COMPANY.....     3

SAFEKEEPING OF ASSETS .............................     3

INDEPENDENT PUBLIC ACCOUNTANTS ....................     3

DISTRIBUTION OF CONTRACTS..........................     3

CALCULATION OF YIELD AND RETURN....................     4

PERFORMANCE COMPARISONS............................     9

FINANCIAL STATEMENTS ..............................
</TABLE>


<PAGE>

                                     -3-

                 DESCRIPTION OF HARTFORD LIFE INSURANCE COMPANY

   
Hartford Life Insurance Company 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. We were originally incorporated
under the laws of Massachusetts on June 5, 1902, and subsequently redomiciled to
Connecticut. Our offices are located in Simsbury, Connecticut; however, our
mailing address is P.O. Box 2999, Hartford, CT 06104-2999. We are ultimately
controlled by The Hartford Financial Services Group, Inc., one of the largest
financial service providers in the United States.

                               HARTFORD'S RATINGS
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
   Rating Agency              Effective     Rating       Basis of Rating
                           Date of Rating
- -------------------------------------------------------------------------------
<S>                         <C>             <C>        <C>
A.M. Best and Company, Inc.    1/1/99        A+        Financial performance
- -------------------------------------------------------------------------------
Standard & Poor's              6/1/98        AA        Insurer financial strength
- -------------------------------------------------------------------------------
Duff & Phelps                12/21/98        AA+       Claims paying ability
- -------------------------------------------------------------------------------
</TABLE>
    
                              SAFEKEEPING OF ASSETS

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

                         INDEPENDENT PUBLIC ACCOUNTANTS

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

                            DISTRIBUTION OF CONTRACTS
   
Hartford Securities  Distribution  Company, Inc. ("HSD") serves as Principal 
Underwriter for the securities issued with  respect to the Separate  Account. 
HSD is an affiliate of  Hartford.  Both HSD and Hartford are ultimately 
controlled by The Hartford Financial Services Group, Inc. The principal 
business address of HSD is the same as that of 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 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 the 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.

Hartford currently pays HSD underwriting commissions for its role as 
Principal Underwriter of all variable annuities associated with this Separate 
Account. For the past three years, the aggregate dollar amount of 
underwriting commissions paid to HSD in its role as Principal Underwriter has 
been: 1998: $46,531,128, 1997: $66,116,496 and 1996: $109,275,713. HSD has 
retained none of these commissions.

                         CALCULATION OF YIELD AND RETURN

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

<PAGE>

                                     -5-

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

                                                 365/7
     Effective Yield = [(Base Period Return + 1)      ] - 1
   
The yield and effective yield for the seven day period ending December 31, 
1998 for the Putnam Money Market Fund Sub-Account is as follows:

                             ($30 Annual Maintenance Fee)

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
SUB-ACCOUNT                       YIELD                        EFFECTIVE YIELD
- -------------------------------------------------------------------------------
<S>                              <C>                            <C>
Putnam Money Market*              3.92%                             4.00%
- -------------------------------------------------------------------------------
</TABLE>

* Yield and effective yield for the seven day period ending December 31, 1998.
    
THE PUTNAM MONEY MARKET FUND SUB-ACCOUNT'S YIELD AND EFFECTIVE YIELD WILL 
VARY IN RESPONSE TO FLUCTUATIONS IN INTEREST RATES AND IN THE EXPENSES OF THE 
SUB-ACCOUNT. THE CURRENT YIELD AND EFFECTIVE YIELD REFLECT RECURRING CHARGES 
ON THE SEPARATE ACCOUNT LEVEL, INCLUDING THE MAXIMUM ANNUAL MAINTENANCE FEE.
   
YIELDS OF THE PUTNAM DIVERSIFIED INCOME, PUTNAM GROWTH AND INCOME, PUTNAM 
INTERNATIONAL GROWTH AND INCOME, PUTNAM HIGH YIELD, AND PUTNAM INCOME 
SUB-ACCOUNTS. As summarized in the prospectus under the heading "Performance 
Related Information," yields of these two Sub-Accounts will be computed by 
annualizing a recent month's net investment income, divided by a Fund share's 
net asset value on the last trading day of that month. Net changes in the 
value of a hypothetical account will assume the change in the underlying 
fund's "net asset value per share" for the same period in addition to the 
daily expense charge assessed at the sub-account level for the respective 
period. These Sub-Accounts' yields will vary from time to time depending upon 
market conditions and the composition of the underlying funds' portfolios. 
Yield should also be considered relative to changes in the value of the 
Sub-Accounts' shares and to the relative risks associated with the investment 
objectives and policies of the Funds.
    
THE YIELD REFLECTS RECURRING CHARGES ON THE SEPARATE ACCOUNT LEVEL, INCLUDING
THE ANNUAL MAINTENANCE FEE.

<PAGE>

                                     -6-
   
Yield calculations of the Sub-Accounts used for illustration purposes reflect 
the interest earned by the Sub-Accounts, less applicable asset based charges 
assessed under the Contract over the base period. Yield quotations based on a 
30 day period ended December 31, 1998 were computed by dividing the dividends 
and interest earned during the period by the maximum offering price per unit 
on the last day of the period, according to the following formula:
    
Example:
                                                             6
Current Yield Formula for the Sub-Account  2[((A-B)/(CD) + 1)  - 1]
   
Where    A = Dividends and interest earned during the period.
         B = Expenses accrued for the period (net of reimbursements).
         C = The average daily number of units outstanding during the period
             that were entitled to receive dividends.
         D = The maximum offering price per unit on the last day of the period.
    
At any time in the future, yields and total return may be higher or lower 
than past yields and there can be no assurance that any historical results 
will continue.
   
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
SUB-ACCOUNT                                                     YIELD
- -------------------------------------------------------------------------------
<S>                                                       <C>
Putnam Growth and Income**                                      0.61%
- -------------------------------------------------------------------------------
Putnam Global Asset Allocation**                                1.17%
- -------------------------------------------------------------------------------
Putnam High Yield**                                             9.63%
- -------------------------------------------------------------------------------
Putnam Utilities Growth and Income**                            1.90%
- -------------------------------------------------------------------------------
Putnam Income**                                                 4.95%
- -------------------------------------------------------------------------------
Putnam Diversified Income**                                     6.51%
- -------------------------------------------------------------------------------
</TABLE>

** Yield quotation based on a 30 day period ended December 31, 1998.

CALCULATION OF TOTAL RETURN. As summarized in the prospectus under the 
heading "Performance Related Information," total return is a measure of the 
change in value of an investment in a Sub-Account over the period covered. 
The formula for total return used herein includes three steps: (1) 
calculating the value of the hypothetical initial investment of $1,000 as of 
the end of the period by multiplying the total number of units owned at the 
end of the period by the unit value per unit on the last trading day of the 
period; (2) assuming redemption at the end of the period and deducting any 
applicable contingent deferred sales charge and (3) dividing this account 
value for the hypothetical investor by the initial $1,000 investment and 
annualizing the result for periods of less than one year. Total return will 
be calculated for one year, five years and ten years or some other relevant 
periods if a Sub-Account has not been in existence for at least ten years.
    

<PAGE>

                                     -7-
   
The following are the standardized average annual total return quotations for 
the Sub-Accounts for the 1, 5, and 10 year periods ended December 31, 1998. 
(These returns assume a mortality and risk expense charge of 1.50% and an 
Annual Maintenance Fee of $30.) There is no information for Putnam Small Cap 
Value Sub-Account because as of December 31, 1998, the Sub-Account had not 
commenced operation.

                    STANDARDIZED AVERAGE ANNUAL TOTAL RETURN FOR 
                          YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
SUB-ACCOUNT             INCEPTION   1 YEAR   5 YEAR   10 YEAR   SINCE INCEPTION
                          DATE
- -------------------------------------------------------------------------------
<S>                    <C>          <C>      <C>      <C>       <C>
Putnam Asia Pacific
  Growth                 5/1/95    -14.43%     N/A      N/A         -8.75%
- -------------------------------------------------------------------------------
Putnam Diversified
  Income Fund           9/15/93   -10.74%    0.40%     N/A          0.22%
- -------------------------------------------------------------------------------
Putnam The George 
Putnam Fund of Boston    5/1/98      N/A       N/A      N/A         -5.83%
- -------------------------------------------------------------------------------
Putnam Global Asset
  Allocation             2/1/88     3.44%     8.70%    8.65%          N/A
- -------------------------------------------------------------------------------
Putnam Global Growth     5/1/90    18.55%     9.51%     N/A          8.11%
- -------------------------------------------------------------------------------
Putnam Growth and
  Income                 2/1/88     5.09%     14.10   12.15%          N/A
- -------------------------------------------------------------------------------
Putnam Health
  Sciences               5/1/98      N/A       N/A      N/A         -0.17%
- -------------------------------------------------------------------------------
Putnam High Yield        2/1/88    -14.78%    2.24%    5.72%          N/A
- -------------------------------------------------------------------------------
Putnam International
  Growth                 1/2/97     8.07%      N/A      N/A         10.14%
- -------------------------------------------------------------------------------
Putnam International
  Growth and Income      1/2/97     1.26%      N/A      N/A          8.21%
- -------------------------------------------------------------------------------
Putnam International
  New Opportunities      1/2/97    16.91%      N/A      N/A          5.78%
- -------------------------------------------------------------------------------
Putnam Investors         5/1/98      N/A       N/A      N/A          5.71%
- -------------------------------------------------------------------------------
Putnam New
  Opportunities          5/2/94    13.46%      N/A      N/A         18.14%
- -------------------------------------------------------------------------------
Putnam New Value         1/2/97    -3.52%      N/A      N/A          4.77%
- -------------------------------------------------------------------------------
Putnam OTC &
  Emerging Growth        5/1/98      N/A       N/A      N/A         -8.32%
- -------------------------------------------------------------------------------
Research                10/1/98     N/A       N/A      N/A         15.15%
- -------------------------------------------------------------------------------
Putnam Income            2/1/88    -1.55%     1.77%    5.18%          N/A
- -------------------------------------------------------------------------------
Putnam Utilities Growth
  and Income Bond        5/1/92     4.68%     10.38     N/A          9.97%

- -------------------------------------------------------------------------------
Putnam Vista Fund        1/2/97     9.04%      N/A      N/A         14.14%
- -------------------------------------------------------------------------------
Putnam Voyager           2/1/88    13.45%     15.32   16.58%          N/A
- -------------------------------------------------------------------------------
Putnam Money Market      2/1/88    -4.40%     -0.26    0.95%          N/A
- -------------------------------------------------------------------------------
</TABLE>
    

<PAGE>

                                     -8-
   
In addition to the standardized total return, the Sub-Account may advertise a 
non-standardized total return. This figure will usually be calculated for one 
year, five years, and ten years or other periods. Non-standardized total 
return is measured in the same manner as the standardized total return 
described above, except that the Annual Maintenance Fee is not deducted and 
the time periods used to calculate return as based on the inception date of 
the underlying Funds. Therefore, non-standardized total return for a 
Sub-Account is higher than standardized total return for a Sub-Account.
    
   
The following are the non-standardized annualized total return quotations for 
the Sub-Accounts for the 1, 5, and 10 year periods ended December 31, 1998. 
(These returns assume a mortality and risk expense charge of 1.50% and an 
Annual Maintenance Fee of $30.) There is no information for the Putnam Small 
Cap Value Sub-Account because as of December 31, 1998 the Sub-Account had 
not commenced operation.

          NON-STANDARDIZED ANNUALIZED TOTAL RETURN THAT PRE-DATE 
              THE INCEPTION DATE OF THE SEPARATE ACCOUNT FOR 
                       YEAR ENDED DECEMBER 31, 1998

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
SUB-ACCOUNT             INCEPTION   1 YEAR   5 YEAR   10 YEAR   SINCE INCEPTION
                          DATE
- -------------------------------------------------------------------------------
<S>                    <C>          <C>      <C>      <C>       <C>
Putnam Asia Pacific
  Growth                 5/1/95    -6.28%      N/A      N/A         -3.73%
- -------------------------------------------------------------------------------
Putnam Diversified
  Income                9/15/93   -2.38%     4.61%     N/A          4.74%
- -------------------------------------------------------------------------------
Putnam The George 
Putnam Fund of Boston    5/1/98      N/A       N/A      N/A          2.83%
- -------------------------------------------------------------------------------
Putnam Global Asset
  Allocation             2/1/88    12.64%     12.78   11.63%          N/A
- -------------------------------------------------------------------------------
Putnam Global Growth     5/1/90    28.62%     13.71     N/A         11.62%
- -------------------------------------------------------------------------------
Putnam Growth and
  Income                 2/1/88    14.38%     17.99   14.94%          N/A
- -------------------------------------------------------------------------------
Putnam Health
  Sciences               5/1/98      N/A       N/A      N/A          8.82%
- -------------------------------------------------------------------------------
Putnam High Yield        2/1/88    -6.64%     6.32%    8.87%          N/A
- -------------------------------------------------------------------------------
Putnam International
  Growth                 1/2/97    17.54%      N/A      N/A         16.33%
- -------------------------------------------------------------------------------
Putnam International
  Growth and Income      1/2/97    10.32%      N/A      N/A         14.29%
- -------------------------------------------------------------------------------
Putnam International
  New Opportunities      1/2/97    26.88%      N/A      N/A         12.09%
- -------------------------------------------------------------------------------
Putnam Investors         5/1/98      N/A       N/A      N/A         15.04%
- -------------------------------------------------------------------------------
Putnam New
  Opportunities          5/2/94    23.24%      N/A      N/A         22.04%
- -------------------------------------------------------------------------------
Putnam New Value         1/2/97     5.27%      N/A      N/A         10.77%
- -------------------------------------------------------------------------------
Putnam OTC &
  Emerging Growth        5/1/98      N/A       N/A      N/A          0.19%
- -------------------------------------------------------------------------------
Research                10/1/98     N/A       N/A      N/A         25.03%
- -------------------------------------------------------------------------------
Putnam Income            2/1/88     7.35%     6.02%    8.19%          N/A
- -------------------------------------------------------------------------------
Putnam Utilities Growth
  and Income Bond        5/1/92    13.95%     14.50     N/A         13.68%
- -------------------------------------------------------------------------------
Putnam Vista Fund        1/2/97    18.56%      N/A      N/A         20.36%
- -------------------------------------------------------------------------------
Putnam Voyager           2/1/88    23.23%     19.23   19.02%          N/A
- -------------------------------------------------------------------------------
Putnam Money Market      2/1/88     4.34%     4.01%    4.43%          N/A
- -------------------------------------------------------------------------------
</TABLE>
    

<PAGE>

                                      -9-

                             PERFORMANCE COMPARISONS

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

The total return and yield may also be used to compare the performance of the 
Sub-Accounts against certain widely acknowledged outside standards or indices 
for stock and bond market performance. The Standard & Poor's Composite Index 
of 500 Stocks (the "S&P 500") is a market value-weighted and unmanaged index 
showing the changes in the aggregate market value of 500 stocks relative to 
the base period 1941-43. The S&P 500 is composed almost entirely of common 
stocks of companies listed on the New York Stock Exchange, although the 
common stocks of a few companies listed on the American Stock Exchange or 
traded over-the-counter are included. The 500 companies represented include 
about 400 industrial, 60 transportation and 40 financial services concerns. 
The S&P 500 represents about 80% of the market value of all issues traded on 
the New York Stock Exchange.

The NASDAQ-OTC Composite Price Index (The "NASDAQ Index") is a market 
value-weighted and unmanaged index showing the changes in the aggregate 
market value of approximately 3,500 stocks relative to the base measure of 
100.00 on February 5, 1971. The NASDAQ Index is composed entirely of common 
stocks of companies traded over-the-counter and often through the National 
Association of Securities Dealers Automated Quotations ("NASDAQ") system. 
Only those over-the-counter stocks having only one market maker or traded on 
exchanges are excluded.


<PAGE>

                                    -10-

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

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

The Shearson Lehman Government/Corporate Bond Index (the "SL Government/ 
Corporate Index") is a measure of the market value of approximately 5,300 
bonds with a face value currently in excess of $1.3 trillion. To be included 
in the SL Government/ Corporate Index, an issue must have amounts outstanding 
in excess of $1 million, have at least one year to maturity and be rated 
"Baa" or higher ("investment grade") by a nationally recognized rating agency.


   
    


<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 statements of assets and liabilities of
Hartford Life Insurance Company Putnam Capital Manager Trust Separate Account
(Asia Pacific Growth, Diversified Income, The George Putnam Fund of Boston,
Global Asset Allocation, Global Growth, Growth and Income, Health Sciences, High
Yield, International Growth, International Growth and Income, International New
Opportunities, Investors, Money Market, New Opportunities, New Value, OTC &
Emerging Growth, Research, U.S. Government and High Quality Bond, Utilities
Growth and Income, Vista, and Voyager), (collectively, the Account) as of
December 31, 1998, and the related statements of operations and the statements
of changes in net assets for the periods presented.  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 the Account as of December 31,
1998, and the results of their operations and the changes in their net assets
for the periods presented in conformity with generally accepted accounting
principles.

                                                       ARTHUR ANDERSEN LLP

Hartford, Connecticut
February 15, 1999


                                    SA-1  PROSPECTUS

<PAGE>

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

<TABLE>
<CAPTION>

STATEMENTS OF ASSETS & LIABILITIES
- -----------------------------------------------------------------------------------------------------------------------------------
December 31, 1998                     Asia Pacific  Diversified   The              Global Asset   Global        Growth
                                      Growth        Income        George Putnam    Allocation     Growth        and Income
                                      Sub-Account   Sub-Account   Fund of Boston   Sub-Account    Sub-Account   Sub-Account
ASSETS                                                            Sub-Account
Investments:
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>           <C>           <C>              <C>            <C>           <C>
PUTNAM VT ASIA PACIFIC GROWTH FUND
CLASS IA
 Shares 3,714,891
 Cost $37,859,086
- ----------------------------------------------------------------------------------------------------------------------------------
  Market Value:                        $30,945,046  $         --  $         --     $         --   $         --  $           --
- ----------------------------------------------------------------------------------------------------------------------------------
CLASS IB
 Shares 1,266
 Cost $39,939
- ----------------------------------------------------------------------------------------------------------------------------------
  Market Value:                             10,544            --            --               --             --              --
- ----------------------------------------------------------------------------------------------------------------------------------
PUTNAM VT DIVERSIFIED INCOME FUND
CLASS IA
 Shares 32,609,055
 Cost $342,141,824
- ----------------------------------------------------------------------------------------------------------------------------------
  Market Value:                                 --   342,068,986            --               --             --              --
- ----------------------------------------------------------------------------------------------------------------------------------
CLASS IB
 Shares 20,585
 Cost $214,228
- ----------------------------------------------------------------------------------------------------------------------------------
  Market Value:                                 --       215,528            --               --             --              --
- ----------------------------------------------------------------------------------------------------------------------------------
PUTNAM VT THE GEORGE PUTNAM FUND 
 OF BOSTON
CLASS IA
 Shares 4,555,470
 Cost $44,864,303
- ----------------------------------------------------------------------------------------------------------------------------------
  Market Value:                                 --            --    46,830,233               --             --              --
- ----------------------------------------------------------------------------------------------------------------------------------
CLASS IB
 Shares 6,798
 Cost $67,585
- ----------------------------------------------------------------------------------------------------------------------------------
  Market Value:                                 --            --        69,885               --             --              --
- ----------------------------------------------------------------------------------------------------------------------------------
PUTNAM VT GLOBAL ASSET ALLOCATION FUND
CLASS IA
 Shares 25,934,719
 Cost $348,895,623
- ----------------------------------------------------------------------------------------------------------------------------------
  Market Value:                                 --            --            --      491,462,931             --              --
- ----------------------------------------------------------------------------------------------------------------------------------
CLASS IB
 Shares 603
 Cost $11,093
- ----------------------------------------------------------------------------------------------------------------------------------
  Market Value:                                 --            --            --           11,425             --              --
- ----------------------------------------------------------------------------------------------------------------------------------
PUTNAM VT GLOBAL GROWTH FUND
CLASS IA
 Shares 42,227,561
 Cost $574,482,281
- ----------------------------------------------------------------------------------------------------------------------------------
  Market Value:                                 --            --            --               --    856,374,936              --
- ----------------------------------------------------------------------------------------------------------------------------------
CLASS IB
 Shares 3,170
 Cost $57,569
- ----------------------------------------------------------------------------------------------------------------------------------
  Market Value:                                 --            --            --               --         64,283              --
- ----------------------------------------------------------------------------------------------------------------------------------
PUTNAM VT GROWTH AND INCOME FUND
CLASS IA
 Shares 172,044,473
 Cost $3,399,251,998
- ----------------------------------------------------------------------------------------------------------------------------------
  Market Value:                                 --            --            --               --             --   4,949,719,496
- ----------------------------------------------------------------------------------------------------------------------------------
CLASS IB
 Shares 8,448
 Cost $232,384
- ----------------------------------------------------------------------------------------------------------------------------------
  Market Value:                                 --            --            --               --             --         242,881
- ----------------------------------------------------------------------------------------------------------------------------------
Due from Hartford Life Insurance 
 Company                                    32,749            --            --               --             --              --
- ----------------------------------------------------------------------------------------------------------------------------------
Receivable from fund shares sold                --       160,738             3          321,238         12,465         163,640
- ----------------------------------------------------------------------------------------------------------------------------------
TOTAL ASSETS                            30,988,339   342,445,252    46,900,121      491,795,594    856,451,684   4,950,126,017
- ----------------------------------------------------------------------------------------------------------------------------------
LIABILITIES
Due to Hartford Life Insurance 
 Company                                        --       160,005             3          321,508         12,439         165,016
- ----------------------------------------------------------------------------------------------------------------------------------
Payable for fund shares purchased           32,750            --            --               --             --              --
- ----------------------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES                           32,750       160,005             3          321,508         12,439         165,016
- ----------------------------------------------------------------------------------------------------------------------------------
NET ASSETS (VARIABLE ANNUITY 
 CONTRACT LIABILITIES)                 $30,955,589  $342,285,247   $46,900,118     $491,474,086   $856,439,245  $4,949,961,001
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


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

                                    SA-2  PROSPECTUS

<PAGE>

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

<TABLE>
<CAPTION>

STATEMENTS OF ASSETS & LIABILITIES (CONTINUED)
- ------------------------------------------------------------------------------------------------------------------------------------
December 31, 1998                            Health        High Yield     International    International  International Investors
                                             Sciences      Sub-Accounts   Growth           Growth         New           Sub-Account
                                             Sub-Account                  Sub-Account      and Income     Opportunities
ASSETS                                                                                     Sub-Account    Sub-Account
Investments:
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>           <C>            <C>              <C>            <C>           <C>
PUTNAM VT HEALTH SCIENCES FUND
CLASS IA
 Shares 4,921,393
 Cost $18,621,983
- ------------------------------------------------------------------------------------------------------------------------------------
  Market Value:                               $53,840,037  $        --    $         --     $         --    $       --  $         --
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS IB
 Shares 4,360
 Cost $43,516
- ------------------------------------------------------------------------------------------------------------------------------------
  Market Value:                                    47,658           --              --               --            --             --
- ------------------------------------------------------------------------------------------------------------------------------------
PUTNAM VT HIGH YIELD FUND
CLASS IA
 Shares 37,957,388
 Cost $441,577,369
- ------------------------------------------------------------------------------------------------------------------------------------
  Market Value:                                       --   444,101,440              --               --            --             --
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS IB
 Shares 4,838
 Cost $56,813
- ------------------------------------------------------------------------------------------------------------------------------------
  Market Value:                                       --        56,599              --               --            --             --
- ------------------------------------------------------------------------------------------------------------------------------------
PUTNAM VT INTERNATIONAL GROWTH FUND
CLASS IA
 Shares 8,570,131
 Cost $103,407,751
- ------------------------------------------------------------------------------------------------------------------------------------
  Market Value:                                       --            --     115,868,167               --            --             --
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS IB
 Shares 13,428
 Cost $165,212
- ------------------------------------------------------------------------------------------------------------------------------------
  Market Value:                                       --            --         181,413               --            --             --
- ------------------------------------------------------------------------------------------------------------------------------------
PUTNAM VT INTERNATIONAL GROWTH AND INCOME FUND
CLASS IA
 Shares 9,982,365
 Cost $116,029,080
- ------------------------------------------------------------------------------------------------------------------------------------
  Market Value:                                       --            --              --      122,184,144            --             --
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS IB
 Shares 1,983
 Cost $24,283
- ------------------------------------------------------------------------------------------------------------------------------------
  Market Value:                                       --            --              --           24,268            --             --
- ------------------------------------------------------------------------------------------------------------------------------------
PUTNAM VT INTERNATIONAL NEW OPPORTUNITIES FUND
CLASS IA
 Shares 4,681,795
 Cost $49,515,137
- ------------------------------------------------------------------------------------------------------------------------------------
  Market Value:                                       --           --               --               --    53,793,826            --
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS IB
 Shares 1,211
 Cost $13,529
- ------------------------------------------------------------------------------------------------------------------------------------
  Market Value:                                      --            --               --               --        13,899             --
- ------------------------------------------------------------------------------------------------------------------------------------
PUTNAM VT INVESTORS FUND
CLASS IA
 Shares 9,162,465
 Cost $93,333,369
- ------------------------------------------------------------------------------------------------------------------------------------
  Market Value:                                       --           --               --               --            --    106,742,721
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS IB
 Shares 11,340
 Cost $111,419
- ------------------------------------------------------------------------------------------------------------------------------------
  Market Value:                                       --           --              --                --           --         131,993
- ------------------------------------------------------------------------------------------------------------------------------------
Due from Hartford Life Insurance Company         240,827           --              --                --           --       1,265,450
- ------------------------------------------------------------------------------------------------------------------------------------
Receivable from fund shares sold                      --      311,922         335,160            17,081      311,323              --
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL ASSETS                                  54,128,522  444,469,961     116,384,740       122,225,493   54,119,048     108,140,164
- ------------------------------------------------------------------------------------------------------------------------------------
LIABILITIES
Due to Hartford Life Insurance Company                --      323,350         335,159            17,124      311,324              --
- ------------------------------------------------------------------------------------------------------------------------------------
Payable for fund shares purchased                240,824           --              --                --           --       1,265,055
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES                                240,824      323,350         335,159            17,124      311,324       1,265,055
- ------------------------------------------------------------------------------------------------------------------------------------
NET ASSETS (VARIABLE ANNUITY CONTRACT        $53,887,698 $444,146,611    $116,049,581      $122,208,369   $53,807,724   $106,875,109
  LIABILITIES)
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


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

                                    SA-3  PROSPECTUS

<PAGE>

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

<TABLE>
<CAPTION>

STATEMENTS OF ASSETS & LIABILITIES (CONTINUED)
- ------------------------------------------------------------------------------------------------------------------------------------
December 31, 1998                     Money          New             New           OTC &             Research       U.S.Government
                                      Market         Opportunities   Value         Emerging Growth   Sub-Account    and High
                                      Sub-Account    Sub-Account     Sub-Account   Sub-Account                      Quality Bond
ASSETS                                                                                                              Sub-Account
Investments:
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>            <C>             <C>           <C>               <C>            <C>
PUTNAM VT MONEY MARKET FUND
CLASS IA
 Shares 299,592,219
 Cost $299,592,219
- ------------------------------------------------------------------------------------------------------------------------------------
  Market Value:                       $299,592,219   $           --  $        --   $       --        $       --     $         --
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS IB
 Shares 451,277
 Cost $451,277
- ------------------------------------------------------------------------------------------------------------------------------------
  Market Value:                            451,277               --           --           --                --               --
- ------------------------------------------------------------------------------------------------------------------------------------
PUTNAM VT NEW OPPORTUNITIES FUND
CLASS IA
 Shares 42,213,667
 Cost $677,920,498
- ------------------------------------------------------------------------------------------------------------------------------------
  Market Value:                                 --    1,100,088,159           --           --                --               --
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS IB
 Shares 8,860
 Cost $186,386
- ------------------------------------------------------------------------------------------------------------------------------------
  Market Value:                                 --          230,713           --           --                --               --
- ------------------------------------------------------------------------------------------------------------------------------------
PUTNAM VT NEW VALUE FUND
CLASS IA
 Shares 8,244,993
 Cost $92,162,692
- ------------------------------------------------------------------------------------------------------------------------------------
  Market Value:                                 --               --   99,187,264           --                --               --
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS IB
 Shares 1,587
 Cost $18,969
- ------------------------------------------------------------------------------------------------------------------------------------
  Market Value:                                 --               --       19,081           --                --               --
- ------------------------------------------------------------------------------------------------------------------------------------
PUTNAM VT OTC & EMERGING GROWTH FUND
CLASS IA
 Shares 913,109
 Cost $8,124,409
- ------------------------------------------------------------------------------------------------------------------------------------
  Market Value:                                 --               --           --    9,213,266                --               --
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS IB
 Shares 4,722
 Cost $42,031
- ------------------------------------------------------------------------------------------------------------------------------------
  Market Value:                                 --               --           --       47,647                --               --
- ------------------------------------------------------------------------------------------------------------------------------------
PUTNAM RESEARCH FUND
CLASS IA
 Shares 547,455
 Cost $6,031,684
- ------------------------------------------------------------------------------------------------------------------------------------
  Market Value:                                 --               --           --           --         6,531,138               --
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS IB
 Shares 2,489
 Cost $25,142
- ------------------------------------------------------------------------------------------------------------------------------------
  Market Value:                                 --               --           --           --            29,669               --
- ------------------------------------------------------------------------------------------------------------------------------------
PUTNAM VT U.S. GOVERNMENT AND HIGH 
 QUALITY BOND FUND
CLASS IA
 Shares 45,418,418
 Cost $549,919,269
- ------------------------------------------------------------------------------------------------------------------------------------
  Market Value:                                 --               --           --           --                --      623,594,879
- ------------------------------------------------------------------------------------------------------------------------------------
CLASS IB
 Shares 28,700
 Cost $388,191
- ------------------------------------------------------------------------------------------------------------------------------------
  Market Value:                                 --               --           --           --                --          394,056
- ------------------------------------------------------------------------------------------------------------------------------------
Due from Hartford Life Insurance 
 Company                                        --        1,552,849           --           --            21,882          125,435
- ------------------------------------------------------------------------------------------------------------------------------------
Receivable from fund shares sold         2,080,089               --      120,870       41,653                --               --
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL ASSETS                           302,123,585    1,101,871,721   99,327,215    9,302,566         6,582,689      624,114,370
- ------------------------------------------------------------------------------------------------------------------------------------
LIABILITIES
Due to Hartford Life Insurance 
 Company                                 2,104,752               --      121,458       41,652                --               --
- ------------------------------------------------------------------------------------------------------------------------------------
Payable for fund shares purchased               --        1,552,749           --           --            21,904          125,431
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES                        2,104,752        1,552,749      121,458       41,652            21,904          125,431
- ------------------------------------------------------------------------------------------------------------------------------------
NET ASSETS (VARIABLE ANNUITY 
 CONTRACT LIABILITIES)                $300,018,833   $1,100,318,972  $99,205,757   $9,260,914        $6,560,785     $623,988,939
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


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

                                    SA-4  PROSPECTUS

<PAGE>

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

STATEMENTS OF ASSETS & LIABILITIES (CONTINUED)
- -----------------------------------------------------------------------------------------------------------------------------------
December 31, 1998                                    Utilities       Vista           Voyager
                                                     Growth          Sub-Account     Sub-Account
                                                     and Income
                                                     Sub-Account
ASSETS
Investments:
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>             <C>             <C>
PUTNAM VT UTILITIES GROWTH AND INCOME FUND
CLASS IA
 Shares 29,513,095
 Cost $358,181,763
- -----------------------------------------------------------------------------------------------------------------------------------
     Market Value:                                   $536,843,202    $         --    $           --
- -----------------------------------------------------------------------------------------------------------------------------------
CLASS IB
 Shares 9,061
 Cost $150,291
- -----------------------------------------------------------------------------------------------------------------------------------
     Market Value:                                        164,817              --                --
- -----------------------------------------------------------------------------------------------------------------------------------
PUTNAM VT VISTA FUND
CLASS IA
 Shares 8,368,063
 Cost $98,333,369
- -----------------------------------------------------------------------------------------------------------------------------------
     Market Value:                                             --     123,177,883                --
- -----------------------------------------------------------------------------------------------------------------------------------
CLASS IB
 Shares 6,233
 Cost $78,343
- -----------------------------------------------------------------------------------------------------------------------------------
     Market Value:                                             --          91,809                --
- -----------------------------------------------------------------------------------------------------------------------------------
PUTNAM VT VOYAGER FUND
CLASS IA
 Shares 57,039,630
 Cost $1,366,305,736
- -----------------------------------------------------------------------------------------------------------------------------------
     Market Value:                                             --              --     2,615,267,050
- -----------------------------------------------------------------------------------------------------------------------------------
CLASS IB
 Shares 6,764
 Cost $264,849
- -----------------------------------------------------------------------------------------------------------------------------------
     Market Value:                                             --              --           309,849
- -----------------------------------------------------------------------------------------------------------------------------------
Due from Hartford Life Insurance Company                       --              --                --
- -----------------------------------------------------------------------------------------------------------------------------------
Receivable from fund shares sold                          184,049         378,758           165,678
- -----------------------------------------------------------------------------------------------------------------------------------
TOTAL ASSETS                                          537,192,068     123,648,450     2,615,742,577
- -----------------------------------------------------------------------------------------------------------------------------------
LIABILITIES
Due to Hartford Life Insurance Company                    180,838         378,759           165,972
- -----------------------------------------------------------------------------------------------------------------------------------
Payable for fund shares purchased                              --              --                --
- -----------------------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES                                         180,838         378,759           165,972
- -----------------------------------------------------------------------------------------------------------------------------------
NET ASSETS (VARIABLE ANNUITY CONTRACT LIABILITIES)   $537,011,230    $123,269,691    $2,615,576,605
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


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

                                    SA-5  PROSPECTUS

<PAGE>

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

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)
- -----------------------------------------------------------------------------------------------------------------------------------
December 31, 1998                                                                   Units          Unit         Contract
                                                                                    Owned by       Price        Liability
                                                                                    Participants
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                 <C>            <C>          <C>
 Deferred annuity contracts in the accumulation period:
- -----------------------------------------------------------------------------------------------------------------------------------
     Asia Pacific Growth Fund Class IA .40%                                                  991   $ 8.871834   $         8,794
- -----------------------------------------------------------------------------------------------------------------------------------
     Asia Pacific Growth Fund Class IA                                                 3,614,223     8.552078        30,909,115
- -----------------------------------------------------------------------------------------------------------------------------------
     Asia Pacific Growth Fund Class IB                                                     1,000    10.544040            10,544
- -----------------------------------------------------------------------------------------------------------------------------------
     Diversified Income Fund Class IA .40%                                                 1,048    13.426807            14,073
- -----------------------------------------------------------------------------------------------------------------------------------
     Diversified Income Fund Class IA                                                 27,361,752    12.488636       341,710,967
- -----------------------------------------------------------------------------------------------------------------------------------
     Diversified Income Fund Class IB                                                     22,725     9.483976           215,528
- -----------------------------------------------------------------------------------------------------------------------------------
     George Putnam Fund of Boston Class IA  .40%                                           1,000    10.310830            10,311
- -----------------------------------------------------------------------------------------------------------------------------------
     George Putnam Fund of Boston Class IA                                             4,571,284    10.242185        46,819,922
- -----------------------------------------------------------------------------------------------------------------------------------
     George Putnam Fund of Boston Class IB                                                 6,721    10.397822            69,885
- -----------------------------------------------------------------------------------------------------------------------------------
     Global Asset Allocation Fund Class IA .40%                                            1,056    19.595370            20,702
- -----------------------------------------------------------------------------------------------------------------------------------
     Global Asset Allocation Fund Class IA                                            16,196,269    30.255566       490,027,281
- -----------------------------------------------------------------------------------------------------------------------------------
     Global Asset Allocation Fund Class IB                                                 1,121    10.190632            11,425
- -----------------------------------------------------------------------------------------------------------------------------------
     Global Growth Fund Class IA .40%                                                      1,504    20.255888            30,464
- -----------------------------------------------------------------------------------------------------------------------------------
     Global Growth Fund Class IA                                                      34,221,421    24.939571       853,467,552
- -----------------------------------------------------------------------------------------------------------------------------------
     Global Growth Fund Class IB                                                           6,166    10.425449            64,283
- -----------------------------------------------------------------------------------------------------------------------------------
     Growth and Income Fund Class IA 40%                                                   1,782    24.085764            42,913
- -----------------------------------------------------------------------------------------------------------------------------------
     Growth and Income Fund Class IA                                                 108,445,621    45.567032     4,941,545,097
- -----------------------------------------------------------------------------------------------------------------------------------
     Growth and Income Fund Class IB                                                      23,258    10.443057           242,881
- -----------------------------------------------------------------------------------------------------------------------------------
     Health Sciences Fund Class IA .40%                                                    1,000    10.921400            10,921
- -----------------------------------------------------------------------------------------------------------------------------------
     Health Sciences Fund Class IA                                                     4,961,771    10.848771        53,829,119
- -----------------------------------------------------------------------------------------------------------------------------------
     Health Sciences Fund Class IB                                                         4,419    10.784889            47,658
- -----------------------------------------------------------------------------------------------------------------------------------
     High Yield Fund Class IA .40%                                                         1,055    14.072697            14,841
- -----------------------------------------------------------------------------------------------------------------------------------
     High Yield Fund Class IA                                                         18,670,384    23.742124       443,274,583
- -----------------------------------------------------------------------------------------------------------------------------------
     High Yield Fund Class IB                                                              6,363     8.895343            56,599
- -----------------------------------------------------------------------------------------------------------------------------------
     International Growth Fund Class IA  .40%                                              2,832    13.673735            38,727
- -----------------------------------------------------------------------------------------------------------------------------------
     International Growth Fund Class IA                                                8,641,583    13.402515       115,818,942
- -----------------------------------------------------------------------------------------------------------------------------------
     International Growth Fund Class IB                                                   19,075     9.510657           181,413
- -----------------------------------------------------------------------------------------------------------------------------------
     International Growth and Income Fund Class IA .40%                                    1,146    13.184402            15,116
- -----------------------------------------------------------------------------------------------------------------------------------
     International Growth and Income Fund Class IA                                     9,449,531    12.922223       122,108,950
- -----------------------------------------------------------------------------------------------------------------------------------
     International Growth and Income Fund Class IB                                         2,548     9.523514            24,268
- -----------------------------------------------------------------------------------------------------------------------------------
     International New Opportunities Fund Class IA .40%                                    1,181    11.453824            13,523
- -----------------------------------------------------------------------------------------------------------------------------------
     International New Opportunities Fund Class IA                                     4,790,220    11.225771        53,773,916
- -----------------------------------------------------------------------------------------------------------------------------------
     International New Opportunities Fund Class IB                                         1,458     9.530122            13,899
- -----------------------------------------------------------------------------------------------------------------------------------
     Investors Fund Class IA .40%                                                          1,000    11.508270            11,508
- -----------------------------------------------------------------------------------------------------------------------------------
     Investors Fund Class IA                                                           9,335,885    11.431551       106,723,645
- -----------------------------------------------------------------------------------------------------------------------------------
     Investors Fund Class IB                                                              12,179    10.837505           131,993
- -----------------------------------------------------------------------------------------------------------------------------------
     Money Market Fund Class IA .40%                                                      42,347     1.232976            52,213
- -----------------------------------------------------------------------------------------------------------------------------------
     Money Market Fund Class IA                                                      194,640,604     1.538127       299,381,968
- -----------------------------------------------------------------------------------------------------------------------------------
     Money Market Fund Class IB                                                          444,980     1.014151           451,277
- -----------------------------------------------------------------------------------------------------------------------------------
     New Opportunities Fund Class IA .40%                                                  1,249    28.085839            35,091
- -----------------------------------------------------------------------------------------------------------------------------------
     New Opportunities Fund Class IA                                                  44,314,582    24.804633     1,099,206,949
- -----------------------------------------------------------------------------------------------------------------------------------
     New Opportunities Fund Class IB                                                      21,822    10.572464           230,713
- -----------------------------------------------------------------------------------------------------------------------------------
     New Value Fund Class IA .40%                                                          1,000    12.396380            12,396
- -----------------------------------------------------------------------------------------------------------------------------------
     New Value Fund Class IA                                                           8,157,500    12.151266        99,123,950
- -----------------------------------------------------------------------------------------------------------------------------------
     New Value Fund Class IB                                                               1,852    10.301448            19,081
- -----------------------------------------------------------------------------------------------------------------------------------
     OTC & Emerging Fund Class IA .40%                                                     1,000    10.047430            10,047
- -----------------------------------------------------------------------------------------------------------------------------------
     OTC & Emerging Fund Class IA                                                        922,190     9.979745         9,203,220
- -----------------------------------------------------------------------------------------------------------------------------------
     OTC & Emerging Fund Class IB                                                          4,637    10.276087            47,647
- -----------------------------------------------------------------------------------------------------------------------------------
     Research Fund Class IA .40%                                                           1,000    12.527710            12,528
- -----------------------------------------------------------------------------------------------------------------------------------
     Research Fund Class IA                                                              521,626    12.496667         6,518,588
- -----------------------------------------------------------------------------------------------------------------------------------
     Research Fund Class IB                                                                2,377    12.480896            29,669
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


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

                                    SA-6  PROSPECTUS

<PAGE>

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

STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)
- -----------------------------------------------------------------------------------------------------------------------------------
December 31, 1998                                                                   Units          Unit         Contract
                                                                                    Owned by       Price        Liability
                                                                                    Participants
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                 <C>            <C>          <C>
     U.S. Government and High Quality Bond Fund Class IA .40%                              1,028   $14.305046   $        14,705
- -----------------------------------------------------------------------------------------------------------------------------------
     U.S. Government and High Quality Bond Fund Class IA                              29,232,323    21.305276       622,802,709
- -----------------------------------------------------------------------------------------------------------------------------------
     U.S. Government and High Quality Bond Fund Class IB                                  38,269    10.297077           394,058
- -----------------------------------------------------------------------------------------------------------------------------------
     Utilities Growth and Income Fund Class IA .40%                                        1,024    22.252083            22,793
- -----------------------------------------------------------------------------------------------------------------------------------
     Utilities Growth and Income Fund Class IA                                        23,490,227    22.825900       536,185,574
- -----------------------------------------------------------------------------------------------------------------------------------
     Utilities Growth and Income Fund Class IB                                            14,897    11.063684           164,817
- -----------------------------------------------------------------------------------------------------------------------------------
     Vista Fund Class IA .40%                                                              1,000    14.604110            14,604
- -----------------------------------------------------------------------------------------------------------------------------------
     Vista Fund Class IA                                                               8,596,391    14.316454       123,069,843
- -----------------------------------------------------------------------------------------------------------------------------------
     Vista Fund Class IB                                                                   8,959    10.247684            91,809
- -----------------------------------------------------------------------------------------------------------------------------------
     Voyager Fund Class IA .40%                                                            2,347    27.501510            64,536
- -----------------------------------------------------------------------------------------------------------------------------------
     Voyager Fund Class IA                                                            47,034,107    55.426380     2,606,930,283
- -----------------------------------------------------------------------------------------------------------------------------------
     Voyager Fund Class IB                                                                28,846    10.741598           309,849
- -----------------------------------------------------------------------------------------------------------------------------------
 Sub-total:                                                                                                      13,005,703,481
- -----------------------------------------------------------------------------------------------------------------------------------
 Annuity contracts in the annuity period:
- -----------------------------------------------------------------------------------------------------------------------------------
     Asia Pacific Growth Fund Class IA                                                     3,173     8.552078            27,136
- -----------------------------------------------------------------------------------------------------------------------------------
     Diversified Income Fund Class IA                                                     27,599    12.488636           344,679
- -----------------------------------------------------------------------------------------------------------------------------------
     Global Asset Allocation Fund Class IA                                                46,758    30.255566         1,414,678
- -----------------------------------------------------------------------------------------------------------------------------------
     Global Growth Fund Class IA                                                         115,357    24.939571         2,876,946
- -----------------------------------------------------------------------------------------------------------------------------------
     Growth and Income Fund Class IA                                                     178,421    45.567032         8,130,110
- -----------------------------------------------------------------------------------------------------------------------------------
     High Yield Fund Class IA                                                             31,087    23.742124           738,062
- -----------------------------------------------------------------------------------------------------------------------------------
     High Yield Fund Class IA .40%                                                         4,443    14.072697            62,526
- -----------------------------------------------------------------------------------------------------------------------------------
     International Growth Fund Class IA                                                      783    13.402515            10,499
- -----------------------------------------------------------------------------------------------------------------------------------
     International Growth and Income Fund Class IA                                         4,646    12.922223            60,035
- -----------------------------------------------------------------------------------------------------------------------------------
     International New Opportunities Fund Class IA                                           569    11.225771             6,386
- -----------------------------------------------------------------------------------------------------------------------------------
     Investors Fund Class IA                                                                 697    11.431551             7,963
- -----------------------------------------------------------------------------------------------------------------------------------
     Money Market Fund Class IA                                                          103,308     1.538127           158,901
- -----------------------------------------------------------------------------------------------------------------------------------
     New Opportunities Fund Class IA                                                      34,115    24.804633           846,219
- -----------------------------------------------------------------------------------------------------------------------------------
     New Value Fund Class IA                                                               4,142    12.151266            50,330
- -----------------------------------------------------------------------------------------------------------------------------------
     U.S. Government and High Quality Bond Fund Class IA                                  36,461    21.305276           776,812
- -----------------------------------------------------------------------------------------------------------------------------------
     Utilities Growth and Income Fund Class IA                                            27,953    22.825900           638,046
- -----------------------------------------------------------------------------------------------------------------------------------
     Vista Fund Class IA                                                                   6,526    14.316454            93,435
- -----------------------------------------------------------------------------------------------------------------------------------
     Voyager Fund Class IA                                                               149,242    55.426380         8,271,937
- -----------------------------------------------------------------------------------------------------------------------------------
 Sub-total:                                                                                                          24,514,700
- -----------------------------------------------------------------------------------------------------------------------------------
 GRAND TOTAL:                                                                                                   $13,030,218,181
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


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

                                    SA-7  PROSPECTUS

<PAGE>

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

STATEMENTS OF OPERATIONS
- -----------------------------------------------------------------------------------------------------------------------------------
For the Year Ended                      Asia Pacific         Diversified        The                 Global Asset
December 31, 1998                       Growth               Income             George Putnam       Allocation
                                        Sub-Account          Sub-Account        Fund of Boston      Sub-Account
                                                                                Sub-Account*
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                  <C>                <C>                 <C>
INVESTMENT INCOME:
     Dividends                          $ 1,564,512          $13,802,701        $  374,415          $10,955,687
- -----------------------------------------------------------------------------------------------------------------------------------
     Capital gains income                        --            5,862,590                --           47,058,496
- -----------------------------------------------------------------------------------------------------------------------------------
 EXPENSES:
     Mortality and expense
       undertakings                        (452,707)          (4,663,472)         (188,593)          (6,906,953)
- -----------------------------------------------------------------------------------------------------------------------------------
NET REALIZED AND
 UNREALIZED GAIN (LOSS)
 ON INVESTMENTS:
- -----------------------------------------------------------------------------------------------------------------------------------
Net realized gain (loss)
   on security transactions              (1,764,199)             (32,192)            2,058             (842,305)
- -----------------------------------------------------------------------------------------------------------------------------------
Net unrealized appreciation
   (depreciation) of investments
   during the period                     (1,930,185)         (24,771,299)        1,968,230            4,041,060
- -----------------------------------------------------------------------------------------------------------------------------------
Net gain (loss) on investments           (3,694,384)         (24,803,491)        1,970,288            3,198,755
- -----------------------------------------------------------------------------------------------------------------------------------
NET INCREASE (DECREASE)
  IN NET ASSETS RESULTING
  FROM OPERATIONS                       $(2,582,579)         $(9,801,672)       $2,156,110          $54,305,985
- -----------------------------------------------------------------------------------------------------------------------------------

<CAPTION>

- -----------------------------------------------------------------------------------------------------------------------------------
For the Year Ended                     Global               Growth              Health
December 31, 1998                      Growth               and Income          Sciences
                                       Sub-Account          Sub-Account         Sub-Account*
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>                  <C>                 <C>
INVESTMENT INCOME:
     Dividends                         $ 19,995,172         $ 77,068,358        $   46,972
- -----------------------------------------------------------------------------------------------------------------------------------
     Capital gains income                99,975,864          503,102,245                --
- -----------------------------------------------------------------------------------------------------------------------------------
 EXPENSES:
     Mortality and expense
       undertakings                     (10,932,941)         (65,020,082)         (235,070)
- -----------------------------------------------------------------------------------------------------------------------------------
NET REALIZED AND
 UNREALIZED GAIN (LOSS)
 ON INVESTMENTS:
- -----------------------------------------------------------------------------------------------------------------------------------
Net realized gain (loss)
   on security transactions                  86,719          (13,044,218)            7,391
- -----------------------------------------------------------------------------------------------------------------------------------
Net unrealized appreciation
   (depreciation) of investments
   during the period                     81,122,328           87,730,466         5,222,198
- -----------------------------------------------------------------------------------------------------------------------------------
Net gain (loss) on investments           81,209,047           74,686,248         5,229,589
- -----------------------------------------------------------------------------------------------------------------------------------
NET INCREASE (DECREASE)
  IN NET ASSETS RESULTING
  FROM OPERATIONS                      $190,247,142         $589,836,769        $5,041,491
- -----------------------------------------------------------------------------------------------------------------------------------
*From inception, April 30, 1998, to December 31, 1998.
</TABLE>


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

                                    SA-8  PROSPECTUS

<PAGE>

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

STATEMENTS OF OPERATIONS (CONTINUED)
- -----------------------------------------------------------------------------------------------------------------------
For the Year Ended                    High Yield           International       International      International           
December 31, 1998                     Sub-Account          Growth              Growth             New           
                                                           Sub-Account         and Income         Opportunities           
                                                                               Sub-Account        Sub-Account
- -----------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                  <C>                 <C>                <C>
INVESTMENT INCOME:
  Dividends                             $36,812,133            $377,732          $1,524,102             $91,665          
- -----------------------------------------------------------------------------------------------------------------------
  Capital gains income                    5,776,463                  --           3,952,074                  --            
- -----------------------------------------------------------------------------------------------------------------------
EXPENSES:
  Mortality and expense undertakings     (6,563,827)         (1,217,351)         (1,543,135)           (661,010)          
- -----------------------------------------------------------------------------------------------------------------------
NET REALIZED AND
  UNREALIZED GAIN (LOSS)
  ON INVESTMENTS:
- -----------------------------------------------------------------------------------------------------------------------
  Net realized gain
    (loss) on security transactions      (1,068,781)            325,406             226,178              69,499            
- -----------------------------------------------------------------------------------------------------------------------
  Net unrealized appreciation
    (depreciation) of investments
    during the period                   (68,167,310)         11,216,654           3,897,830           6,461,818            
- -----------------------------------------------------------------------------------------------------------------------
  Net gain (loss)
    on investments                      (69,236,091)         11,542,060           4,124,008           6,531,317            
- -----------------------------------------------------------------------------------------------------------------------
NET INCREASE (DECREASE)
  IN NET ASSETS RESULTING
  FROM OPERATIONS                      $(33,211,322)        $10,702,441          $8,057,049          $5,961,972            
- -----------------------------------------------------------------------------------------------------------------------

<CAPTION>

- -----------------------------------------------------------------------------------------------------------------------
For the Year Ended                    Investors             Money              New
December 31, 1998                     Sub-Account*          Market             Opportunities
                                                            Sub-Account        Sub-Account
- -----------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                   <C>                <C>
INVESTMENT INCOME:
  Dividends                           $    128,830           $12,897,668       $          --
- -----------------------------------------------------------------------------------------------------------------------
  Capital gains income                          --                    --          13,104,760
- -----------------------------------------------------------------------------------------------------------------------
EXPENSES:
  Mortality and expense undertakings      (402,141)           (3,568,319)        (13,261,139)
- -----------------------------------------------------------------------------------------------------------------------
NET REALIZED AND
  UNREALIZED GAIN (LOSS)
  ON INVESTMENTS:
- -----------------------------------------------------------------------------------------------------------------------
  Net realized gain
    (loss) on security transactions         26,606                    --          (4,633,710)
- -----------------------------------------------------------------------------------------------------------------------
  Net unrealized appreciation
    (depreciation) of investments
    during the period                   13,225,708                    --         200,446,907
- -----------------------------------------------------------------------------------------------------------------------
  Net gain (loss)
    on investments                      13,252,314                    --         195,813,197
- -----------------------------------------------------------------------------------------------------------------------
NET INCREASE (DECREASE)
  IN NET ASSETS RESULTING
  FROM OPERATIONS                      $12,979,003          $  9,329,349        $195,656,818
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>

*From inception, April 30, 1998, to December 31, 1998.


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

                                    SA-9  PROSPECTUS

<PAGE>

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

STATEMENTS OF OPERATIONS (CONTINUED)
- -----------------------------------------------------------------------------------------------------------------------
For the Year Ended                    New             OTC &               Research          U.S.Government       
December  31, 1998                    Value           Emerging Growth     Sub-Account**     and High        
                                      Sub-Account     Sub-Account*                          Quality Bond     
                                                                                            Sub-Account     
- -----------------------------------------------------------------------------------------------------------------------
<S>                                   <C>             <C>                 <C>               <C>
INVESTMENT INCOME:
  Dividends                           $ 1,752,027     $     3,372         $     8,448       $ 28,417,527        
- -----------------------------------------------------------------------------------------------------------------------
  Capital gains income                  1,734,664              --                 444            739,634        
- -----------------------------------------------------------------------------------------------------------------------
EXPENSES:
  Mortality and expense
  undertakings                         (1,255,209)        (38,610)             (9,355)        (7,860,470)      
- -----------------------------------------------------------------------------------------------------------------------
NET REALIZED AND
  UNREALIZED GAIN (LOSS)
  ON INVESTMENTS:
- -----------------------------------------------------------------------------------------------------------------------
  Net realized gain (loss)
  on security transactions               (166,487)        (29,039)              2,141            297,895        
- -----------------------------------------------------------------------------------------------------------------------
  Net unrealized appreciation
  (depreciation) of investments
  during the period                     2,140,264       1,094,473             503,979         14,444,406       
- -----------------------------------------------------------------------------------------------------------------------
  Net gain (loss) on investments        1,973,777       1,065,434             506,120         14,742,301       
- -----------------------------------------------------------------------------------------------------------------------
NET INCREASE (DECREASE)
  IN NET ASSETS RESULTING
  FROM OPERATIONS                     $ 4,205,259      $1,030,196            $505,657        $36,038,992       
- -----------------------------------------------------------------------------------------------------------------------

<CAPTION>

- -----------------------------------------------------------------------------------------------------------------------
For the Year Ended                    Utilities       Vista               Voyager
December  31, 1998                    Growth          Sub-Account         Sub-Account
                                      and Income
                                      Sub-Account
- -----------------------------------------------------------------------------------------------------------------------
<S>                                   <C>             <C>                 <C>
INVESTMENT INCOME:
  Dividends                             $13,533,429             $--          $5,509,636
- -----------------------------------------------------------------------------------------------------------------------
  Capital gains income                   23,325,262              --         134,435,124
- -----------------------------------------------------------------------------------------------------------------------
EXPENSES:
  Mortality and expense
  undertakings                           (6,659,080)     (1,312,949)        (32,325,889)
- -----------------------------------------------------------------------------------------------------------------------
NET REALIZED AND
  UNREALIZED GAIN (LOSS)
  ON INVESTMENTS:
- -----------------------------------------------------------------------------------------------------------------------
  Net realized gain (loss)
  on security transactions                 (255,617)       (369,767)        (11,140,387)
- -----------------------------------------------------------------------------------------------------------------------
  Net unrealized appreciation
  (depreciation) of investments
  during the period                      31,863,022      17,028,097         377,719,434
- -----------------------------------------------------------------------------------------------------------------------
  Net gain (loss) on investments         31,607,405      16,658,330         366,579,047
- -----------------------------------------------------------------------------------------------------------------------
NET INCREASE (DECREASE)
  IN NET ASSETS RESULTING
  FROM OPERATIONS                       $61,807,016     $15,345,381        $474,197,918
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>

 *From inception, April 30, 1998, to December 31, 1998.
**From inception, October 1, 1998, to December 31, 1998.


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

                                    SA-10  PROSPECTUS

<PAGE>


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

STATEMENTS OF CHANGES IN NET ASSETS
- -----------------------------------------------------------------------------------------------------------------------
For the Year Ended                    Asia Pacific       Diversified          The                 Global Asset       
December 31, 1998                     Growth             Income               George Putnam       Allocation       
                                      Sub-Account        Sub-Account          Fund of Boston      Sub-Account       
                                                                              Sub-Account*
- -----------------------------------------------------------------------------------------------------------------------
<S>                                  <C>                <C>                  <C>                 <C>
OPERATIONS:
  Net investment income (loss)           $1,111,805          $9,139,229            $185,822           $4,048,734        
- -----------------------------------------------------------------------------------------------------------------------
  Capital gains income                          --           5,862,590                  --           47,058,496        
- -----------------------------------------------------------------------------------------------------------------------
  Net realized gain (loss)
  on security transactions              (1,764,199)            (32,192)              2,058             (842,305)      
- -----------------------------------------------------------------------------------------------------------------------
  Net unrealized appreciation
  (depreciation) of investments
  during the period                     (1,930,185)        (24,771,299)          1,968,230            4,041,060        
- -----------------------------------------------------------------------------------------------------------------------
  Net increase (decrease)
  in net assets resulting
  from operations                       (2,582,579)         (9,801,672)          2,156,110           54,305,985        
- -----------------------------------------------------------------------------------------------------------------------
UNIT TRANSACTIONS:
  Purchases                              1,897,548          35,579,052          17,802,735           17,160,875       
- -----------------------------------------------------------------------------------------------------------------------
  Net transfers                         (4,187,927)         28,378,148          27,784,759          (24,301,956)      
- -----------------------------------------------------------------------------------------------------------------------
  Surrenders                            (1,899,643)        (26,103,606)           (843,486)         (42,326,606)      
- -----------------------------------------------------------------------------------------------------------------------
  Net annuity transactions                  21,039             115,109                  --             (220,472)      
- -----------------------------------------------------------------------------------------------------------------------
  Net increase (decrease)
  in net assets resulting
  from unit transactions                (4,168,983)         37,968,703          44,744,008          (49,688,159)      
- -----------------------------------------------------------------------------------------------------------------------
  Total increase (decrease)
  in net assets                         (6,751,562)         28,167,031          46,900,118            4,617,826        
- -----------------------------------------------------------------------------------------------------------------------
NET ASSETS
  Beginning of period                   37,707,151         314,118,216                  --          486,856,260        
- -----------------------------------------------------------------------------------------------------------------------
  END OF PERIOD                        $30,955,589        $342,285,247         $46,900,118         $491,474,086       
- -----------------------------------------------------------------------------------------------------------------------

<CAPTION>

- -----------------------------------------------------------------------------------------------------------------------
For the Year Ended                    Global             Growth               Health
December 31, 1998                     Growth             and Income           Sciences
                                      Sub-Account        Sub-Account          Sub-Account*
- -----------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                <C>                  <C>
OPERATIONS:
  Net investment income (loss)           $9,062,231          $12,048,276          $(188,098)
- -----------------------------------------------------------------------------------------------------------------------
  Capital gains income                   99,975,864          503,102,245                 --
- -----------------------------------------------------------------------------------------------------------------------
  Net realized gain (loss)
  on security transactions                   86,719          (13,044,218)             7,391
- -----------------------------------------------------------------------------------------------------------------------
  Net unrealized appreciation
  (depreciation) of investments
  during the period                      81,122,328           87,730,466          5,222,198
- -----------------------------------------------------------------------------------------------------------------------
  Net increase (decrease)
  in net assets resulting
  from operations                       190,247,142          589,836,769          5,041,491
- -----------------------------------------------------------------------------------------------------------------------
UNIT TRANSACTIONS:
  Purchases                              26,176,679          328,888,237         14,760,637
- -----------------------------------------------------------------------------------------------------------------------
  Net transfers                         (24,478,828)          42,388,882         34,890,394
- -----------------------------------------------------------------------------------------------------------------------
  Surrenders                            (57,450,776)        (348,342,759)          (804,824)
- -----------------------------------------------------------------------------------------------------------------------
  Net annuity transactions                 (239,956)             274,015                 --
- -----------------------------------------------------------------------------------------------------------------------
  Net increase (decrease)
  in net assets resulting
  from unit transactions                (55,992,881)          23,208,375         48,846,207
- -----------------------------------------------------------------------------------------------------------------------
  Total increase (decrease)
  in net assets                         134,254,261          613,045,144         53,887,698
- -----------------------------------------------------------------------------------------------------------------------
NET ASSETS
  Beginning of period                   722,184,984        4,336,915,857                 --
- -----------------------------------------------------------------------------------------------------------------------
  END OF PERIOD                        $856,439,245       $4,949,961,001        $53,887,698
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>

*From inception, April 30, 1998, to December 31, 1998.


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

                                    SA-11  PROSPECTUS

<PAGE>


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

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
- -----------------------------------------------------------------------------------------------------------------------
For the Year Ended                    High Yield       International      International       International
December 31, 1998                     Sub-Account      Growth             Growth              New        
                                                       Sub-Account        and Income          Opportunities
                                                                          Sub-Account         Sub-Account
- -----------------------------------------------------------------------------------------------------------------------
<S>                                  <C>              <C>                <C>                 <C>
OPERATIONS:
  Net investment income (loss)          $30,248,306        $(839,619)          $(19,033)          $(569,345)       
- -----------------------------------------------------------------------------------------------------------------------
  Capital gains income                    5,776,463               --           3,952,074                  --         
- -----------------------------------------------------------------------------------------------------------------------
  Net realized gain (loss)
  on security transactions               (1,068,781)         325,406             226,178              69,499         
- -----------------------------------------------------------------------------------------------------------------------
  Net unrealized appreciation
  (depreciation) of investments
  during the period                     (68,167,310)      11,216,654           3,897,830           6,461,818         
- -----------------------------------------------------------------------------------------------------------------------
  Net increase (decrease)
  in net assets resulting
  from operations                       (33,211,322)      10,702,441           8,057,049           5,961,972         
- -----------------------------------------------------------------------------------------------------------------------
UNIT TRANSACTIONS:
  Purchases                              51,499,798       21,335,522          18,854,378           4,709,200         
- -----------------------------------------------------------------------------------------------------------------------
  Net transfers                          12,289,356       33,636,206          15,236,673           6,135,412        
- -----------------------------------------------------------------------------------------------------------------------
  Surrenders                            (39,936,318)      (4,476,094)         (6,213,054)         (2,667,147)       
- -----------------------------------------------------------------------------------------------------------------------
  Net annuity transactions                   36,497            3,222               6,980               3,206        
- -----------------------------------------------------------------------------------------------------------------------
  Net increase (decrease)
  in net assets resulting
  from unit transactions                 23,889,333       50,498,856          27,884,977           8,180,671         
- -----------------------------------------------------------------------------------------------------------------------
  Total increase (decrease)
  in net assets                          (9,321,989)      61,201,297          35,942,026          14,142,643         
- -----------------------------------------------------------------------------------------------------------------------
NET ASSETS
  Beginning of period                   453,468,600       54,848,284          86,266,343          39,665,081         
- -----------------------------------------------------------------------------------------------------------------------
  END OF PERIOD                        $444,146,611     $116,049,581        $122,208,369         $53,807,724
- -----------------------------------------------------------------------------------------------------------------------

<CAPTION>

- -----------------------------------------------------------------------------------------------------------------------
For the Year Ended                    Investors           Money             New
December 31, 1998                     Sub-Account*        Market            Opportunities
                                                          Sub-Account       Sub-Account
- -----------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                 <C>               <C>
OPERATIONS:
  Net investment income (loss)            $(273,311)         $9,329,349        $(13,261,139)
- -----------------------------------------------------------------------------------------------------------------------
  Capital gains income                           --                  --           13,104,760
- -----------------------------------------------------------------------------------------------------------------------
  Net realized gain (loss)
  on security transactions                   26,606                  --           (4,633,710)
- -----------------------------------------------------------------------------------------------------------------------
  Net unrealized appreciation
  (depreciation) of investments
  during the period                      13,225,708                  --          200,446,907
- -----------------------------------------------------------------------------------------------------------------------
  Net increase (decrease)
  in net assets resulting
  from operations                        12,979,003           9,329,349          195,656,818
- -----------------------------------------------------------------------------------------------------------------------
UNIT TRANSACTIONS:
  Purchases                              28,303,782          27,561,765           72,077,164
- -----------------------------------------------------------------------------------------------------------------------
  Net transfers                          66,945,761         157,861,043           23,187,515
- -----------------------------------------------------------------------------------------------------------------------
  Surrenders                             (1,361,265)        (97,002,613)         (51,328,474)
- -----------------------------------------------------------------------------------------------------------------------
  Net annuity transactions                    7,828             (18,974)             173,750
- -----------------------------------------------------------------------------------------------------------------------
  Net increase (decrease)
  in net assets resulting
  from unit transactions                 93,896,106          88,401,221           44,109,955
- -----------------------------------------------------------------------------------------------------------------------
  Total increase (decrease)
  in net assets                         106,875,109          97,730,570          239,766,773
- -----------------------------------------------------------------------------------------------------------------------
NET ASSETS
  Beginning of period                            --         202,288,263          860,552,199
- -----------------------------------------------------------------------------------------------------------------------
  END OF PERIOD                        $106,875,109        $300,018,833       $1,100,318,972
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>

*From inception, April 30, 1998, to December 31, 1998.


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

                                    SA-12  PROSPECTUS

<PAGE>

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

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
- -----------------------------------------------------------------------------------------------------------------------
For the Year Ended                    New              OTC &               Research           U.S.Government
December 31, 1998                     Value            Emerging Growth     Sub-Account**      and High      
                                      Sub-Account      Sub-Account*                           Quality Bond  
                                                                                              Sub-Account   
- -----------------------------------------------------------------------------------------------------------------------
<S>                                   <C>              <C>                 <C>                <C>
OPERATIONS:
  Net investment income (loss)        $    496,818     $     (35,238)      $        (907)     $   20,557,057            
- -----------------------------------------------------------------------------------------------------------------------
  Capital gains income                   1,734,664                --                 444             739,634            
- -----------------------------------------------------------------------------------------------------------------------
  Net realized gain (loss)
  on security transactions                (166,487)          (29,039)              2,141             297,895            
- -----------------------------------------------------------------------------------------------------------------------
  Net unrealized appreciation
  (depreciation) of investments
  during the period                      2,140,264         1,094,473             503,979          14,444,406           
- -----------------------------------------------------------------------------------------------------------------------
  Net increase (decrease)
  in net assets resulting
  from operations                        4,205,259         1,030,196             505,657          36,038,992           
- -----------------------------------------------------------------------------------------------------------------------
UNIT TRANSACTIONS:
  Purchases                             15,989,831         2,889,609             505,479          33,368,472           
- -----------------------------------------------------------------------------------------------------------------------
  Net transfers                          9,386,671         5,444,882           5,638,915          90,450,321            
- -----------------------------------------------------------------------------------------------------------------------
  Surrenders                            (5,428,168)         (103,773)            (89,266)        (64,755,540)          
- -----------------------------------------------------------------------------------------------------------------------
  Net annuity transactions                  21,783                --                  --             (36,669)          
- -----------------------------------------------------------------------------------------------------------------------
  Net increase (decrease)
  in net assets resulting
  from unit transactions                19,970,117         8,230,718           6,055,128          59,026,584           
- -----------------------------------------------------------------------------------------------------------------------
  Total increase (decrease)
  in net assets                         24,175,376         9,260,914           6,560,785          95,065,576           
- -----------------------------------------------------------------------------------------------------------------------
NET ASSETS
  Beginning of period                   75,030,381                --                  --         528,922,708      
- -----------------------------------------------------------------------------------------------------------------------
  END OF PERIOD                        $99,205,757        $9,260,914          $6,560,785        $623,988,284      
- -----------------------------------------------------------------------------------------------------------------------

<CAPTION>

- -----------------------------------------------------------------------------------------------------------------------
For the Year Ended                    Utilities           Vista               Voyager
December 31, 1998                     Growth              Sub-Account         Sub-Account
                                      and Income 
                                      Sub-Account
- -----------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                 <C>                 <C>
OPERATIONS:
  Net investment income (loss)            $6,874,349         $(1,312,949)        $(26,816,253)
- -----------------------------------------------------------------------------------------------------------------------
  Capital gains income                    23,325,262                  --          134,435,124
- -----------------------------------------------------------------------------------------------------------------------
  Net realized gain (loss)
  on security transactions                  (255,617)           (369,767)         (11,140,387)
- -----------------------------------------------------------------------------------------------------------------------
  Net unrealized appreciation
  (depreciation) of investments
  during the period                       31,863,022          17,028,097          377,719,434
- -----------------------------------------------------------------------------------------------------------------------
  Net increase (decrease)
  in net assets resulting
  from operations                         61,807,016          15,345,381          474,197,918
- -----------------------------------------------------------------------------------------------------------------------
UNIT TRANSACTIONS:
  Purchases                               34,808,733          22,600,733          137,173,587
- -----------------------------------------------------------------------------------------------------------------------
  Net transfers                           28,255,011          21,059,612           20,389,207
- -----------------------------------------------------------------------------------------------------------------------
  Surrenders                             (35,590,822)         (4,630,951)        (160,084,953)
- -----------------------------------------------------------------------------------------------------------------------
  Net annuity transactions                    28,596             (11,796)            (103,887)
- -----------------------------------------------------------------------------------------------------------------------
  Net increase (decrease)
  in net assets resulting
  from unit transactions                  27,501,518          39,017,598           (2,626,046)
- -----------------------------------------------------------------------------------------------------------------------
  Total increase (decrease)
  in net assets                           89,308,534          54,362,979          471,571,872
- -----------------------------------------------------------------------------------------------------------------------
NET ASSETS
  Beginning of period                    447,702,696          68,906,712        2,144,004,733
- -----------------------------------------------------------------------------------------------------------------------
  END OF PERIOD                         $537,011,230        $123,269,691       $2,615,576,605
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>

 *From inception, April 30, 1998, to December 31, 1998.
**From inception, October 1, 1998, to December 31, 1998.


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

                                    SA-13  PROSPECTUS

<PAGE>


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

STATEMENTS OF CHANGES IN NET ASSETS
- -----------------------------------------------------------------------------------------------------------------------
For the Year Ended                    Asia Pacific       Diversified       Global Asset        Global          
December 31, 1997                     Growth             Income            Allocation          Growth          
                                      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>

- -----------------------------------------------------------------------------------------------------------------------
For the Year Ended                    Growth              High Yield         International        International
December 31, 1997                     and Income          Sub-Account        Growth               Growth
                                      Sub-Account                            Sub-Account*         and Income
                                                                                                  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
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>

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


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

                                    SA-14  PROSPECTUS

<PAGE>

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

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
- -----------------------------------------------------------------------------------------------------------------------
For the Year Ended                    International     Money               New                   New            
December 31, 1997                     New               Market              Opportunities         Value            
                                      Opportunities     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>

- -----------------------------------------------------------------------------------------------------------------------
For the Year Ended                    U.S.Government      Utilities           Vista               Voyager
December 31, 1997                     and High            Growth              Sub-Account*        Sub-Account
                                      Quality Bond        and Income
                                      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
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>

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


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

                                    SA-15  PROSPECTUS

<PAGE>

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

NOTES TO FINANCIAL STATEMENTS
December 31, 1998


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 (the 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 is
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, 1998.

C) SECURITY CLASS -- Putnam Variable Trust consists of a series of funds, each
of which is represented by a separate series of class IA shares and class IB
shares.

Class IA shares are offered at net asset value and are not subject to a 
distribution fee. Class IA .40% are for Company employees only.

Class IB shares are offered at net asset value and pay an ongoing 
distribution fee.

D) 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.

E) 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 1.50% of the 
Account's average daily net assets.

B) DEDUCTION OF OTHER FEES -- Annual maintenance fees are deducted 
through termination of units of interest from applicable contract owners' 
accounts, in accordance with the terms of the contracts. These expenses are 
reflected in surrenders on the accompanying statements of changes in net 
assets.

                                    SA-16  PROSPECTUS
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
- --------------------------------------------------------------------------------
 
To Hartford Life Insurance Company:
 
We have audited the accompanying Consolidated Balance Sheets of Hartford Life
Insurance Company and subsidiaries as of December 31, 1998 and 1997, and the
related Consolidated Statements of Income, Changes in Stockholder's Equity and
Cash Flows for each of the three years in the period ended December 31, 1998.
These Consolidated Financial Statements and the schedules referred to below are
the responsibility of Hartford Life Insurance Company's management. Our
responsibility is to express an opinion on these 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, 1998 and 1997, and the
results of their operations and their cash flows for each of the three years in
the period ended December 31, 1998 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 the 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 26, 1999
 
                             F-1     PROSPECTUS
<PAGE>
HARTFORD LIFE INSURANCE COMPANY
CONSOLIDATED STATEMENTS OF INCOME
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                        FOR THE YEARS ENDED
                                                            DECEMBER 31,
                                                      ------------------------
                                                       1998     1997     1996
                                                      ------   ------   ------
                                                           (IN MILLIONS)
 <S>                                                  <C>      <C>      <C>
 Revenues
   Premiums and other considerations...............   $2,218   $1,637   $1,705
   Net investment income...........................    1,759    1,368    1,397
   Net realized capital (losses) gains.............       (2)       4     (213)
                                                      ------   ------   ------
     Total revenues................................    3,975    3,009    2,889
                                                      ------   ------   ------
 Benefits, claims and expenses
   Benefits, claims and claim adjustment
    expenses.......................................    1,911    1,379    1,535
   Amortization of deferred policy acquisition
    costs..........................................      431      335      234
   Dividends to policyholders......................      329      240      635
   Other expenses..................................      766      586      427
                                                      ------   ------   ------
     Total benefits, claims and expenses...........    3,437    2,540    2,831
                                                      ------   ------   ------
   Income before income tax expense................      538      469       58
   Income tax expense..............................      188      167       20
                                                      ------   ------   ------
 Net income........................................   $  350   $  302   $   38
                                                      ------   ------   ------
                                                      ------   ------   ------
</TABLE>
 
                See Notes to Consolidated Financial Statements.
 
                             F-2     PROSPECTUS
<PAGE>
HARTFORD LIFE INSURANCE COMPANY
CONSOLIDATED BALANCE SHEETS
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                       AS OF DECEMBER
                                                             31,
                                                      -----------------
                                                       1998      1997
                                                      -------   -------
 <S>                                                  <C>       <C>
                                                        (IN MILLIONS,
                                                      EXCEPT FOR SHARE
                                                            DATA)
 Assets
   Investments
   Fixed maturities, available for sale, at fair
    value (amortized cost of $14,505 and
    $13,885).......................................   $14,818   $14,176
   Equity securities, at fair value................        31       180
   Policy loans, at outstanding balance............     6,684     3,756
   Other investments, at cost......................       264        47
                                                      -------   -------
     Total investments.............................    21,797    18,159
   Cash............................................        17        54
   Premiums receivable and agents' balances........        17        18
   Reinsurance recoverables........................     1,257     6,114
   Deferred policy acquisition costs...............     3,754     3,315
   Deferred income tax.............................       464       348
   Other assets....................................       695       682
   Separate account assets.........................    90,262    69,055
                                                      -------   -------
     Total assets..................................   $118,263  $97,745
                                                      -------   -------
                                                      -------   -------
 Liabilities
   Future policy benefits..........................   $ 3,595   $ 3,059
   Other policyholder funds........................    19,615    21,034
   Other liabilities...............................     2,094     2,254
   Separate account liabilities....................    90,262    69,055
                                                      -------   -------
     Total liabilities.............................   115,566    95,402
                                                      -------   -------
 Stockholder's Equity
   Common stock -- 1,000 shares authorized, issued
    and outstanding, par value $5,690..............         6         6
   Capital surplus.................................     1,045     1,045
   Accumulated other comprehensive income
     Net unrealized capital gains on securities,
      net of tax...................................       184       179
                                                      -------   -------
     Total accumulated other comprehensive
      income.......................................       184       179
                                                      -------   -------
   Retained earnings...............................     1,462     1,113
                                                      -------   -------
     Total stockholder's equity....................     2,697     2,343
                                                      -------   -------
   Total liabilities and stockholder's equity......   $118,263  $97,745
                                                      -------   -------
                                                      -------   -------
</TABLE>
 
                See Notes to Consolidated Financial Statements.
 
                             F-3     PROSPECTUS
<PAGE>
HARTFORD LIFE INSURANCE COMPANY
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                      ACCUMULATED
                                                                         OTHER
                                                                     COMPREHENSIVE
                                                                        INCOME
                                                                    ---------------
                                                                    NET UNREALIZED
                                                                     CAPITAL GAINS
                                                                      (LOSSES) ON                       TOTAL
                                           COMMON     CAPITAL         SECURITIES,      RETAINED     STOCKHOLDER'S
                                           STOCK      SURPLUS         NET OF TAX       EARNINGS        EQUITY
                                           ------     -------       ---------------   -----------   -------------
 <S>                                       <C>     <C>              <C>               <C>           <C>
                                                                       (IN MILLIONS)
 1998
 Balance, December 31, 1997..............    $6        $    1,045        $179           $1,113         $2,343
 Comprehensive income
   Net income............................    --                --          --              350            350
                                                                                                    -------------
 Other comprehensive income, net of tax
  (1):
   Changes in net unrealized capital
    gains on securities (2)..............    --                --           5               --              5
                                                                                                    -------------
 Total other comprehensive income........                                                                   5
                                                                                                    -------------
   Total comprehensive income                                                                             355
                                                                                                    -------------
 Dividends...............................    --                --          --               (1)            (1)
                                             --
                                                          -------      ------         -----------   -------------
     Balance, December 31, 1998..........    $6        $    1,045        $184           $1,462         $2,697
                                             --
                                                          -------      ------         -----------   -------------
 1997
 Balance, December 31, 1996..............    $6        $    1,045        $ 30           $  811         $1,892
 Comprehensive income
   Net income............................    --                --          --              302            302
                                                                                                    -------------
 Other comprehensive income, net of tax
  (1):
   Changes in net unrealized capital
    gains on securities (2)..............    --                --         149               --            149
                                                                                                    -------------
 Total other comprehensive income........                                                                 149
                                                                                                    -------------
   Total comprehensive income                                                                             451
                                             --
                                                          -------      ------         -----------   -------------
     Balance, December 31, 1997..........    $6        $    1,045        $179           $1,113         $2,343
                                             --
                                                          -------      ------         -----------   -------------
 1996
 Balance, December 31, 1995..............    $6        $    1,007        $(57)          $  773         $1,729
 Comprehensive income
   Net income............................    --                --          --               38             38
                                                                                                    -------------
 Other comprehensive income, net of tax
  (1):
   Changes in net unrealized capital
    gains on securities (2)..............    --                --          87               --             87
                                                                                                    -------------
 Total other comprehensive income........                                                                  87
                                                                                                    -------------
   Total comprehensive income............                                                                 125
                                                                                                    -------------
 Capital contribution....................    --                38          --               --             38
                                             --
                                                          -------      ------         -----------   -------------
     Balance, December 31, 1996..........    $6        $    1,045        $ 30           $  811         $1,892
                                             --
                                             --
                                                          -------      ------         -----------   -------------
                                                          -------      ------         -----------   -------------
</TABLE>
 
- ------------------------------
 
    (1) Net unrealized capital gain on securities is reflected net of tax of $3,
$80 and $47, as of December 31, 1998, 1997 and 1996, respectively.
 
    (2) There was no reclassification adjustment for after-tax gains (losses)
realized in net income for the years ended December 31, 1998 and 1997. December
31, 1996 is net of a $142 reclassification adjustment for after-tax losses
realized in net income.
 
                See Notes to Consolidated Financial Statements.
 
                             F-4     PROSPECTUS
<PAGE>
HARTFORD LIFE INSURANCE COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                           FOR THE YEARS ENDED DECEMBER
                                                       31,
                                          ------------------------------
                                            1998       1997       1996
                                          --------   --------   --------
                                                  (IN MILLIONS)
<S>                                       <C>        <C>        <C>
Operating Activities
  Net income............................  $    350   $    302   $     38
  Adjustments to reconcile net income to
   net cash provided by operating
   activities
  Depreciation and amortization.........       (23)         8         14
  Net realized capital losses (gains)...         2         (4)       213
  Decrease in premiums receivable and
   agents' balances.....................         1        119         10
  (Decrease) increase in other
   liabilities..........................       (79)       223        577
  Change in receivables, payables, and
   accruals.............................        83        107        (22)
  Increase (decrease) in accrued
   taxes................................        60        126        (91)
  (Increase) decrease in deferred income
   taxes................................      (118)        40       (102)
  Increase in deferred policy
   acquisition costs....................      (439)      (555)      (572)
  Increase in future policy benefits....       536        585        101
  (Increase) decrease in reinsurance
   recoverables and other related
   assets...............................        (2)        21       (146)
                                          --------   --------   --------
    Net cash provided by operating
     activities.........................       371        972         20
                                          --------   --------   --------
Investing Activities
  Purchases of investments..............    (6,061)    (6,869)    (5,854)
  Sales of investments..................     4,901      4,256      3,543
  Maturity of investments...............     1,761      2,329      2,693
                                          --------   --------   --------
    Net cash provided by (used for)
     investing activities...............       601       (284)       382
                                          --------   --------   --------
Financing Activities
  Capital contribution..................        --         --         38
  Net disbursements for investment and
   universal life-type contracts charged
   against policyholder accounts........    (1,009)      (677)      (443)
                                          --------   --------   --------
    Net cash used for financing
     activities.........................    (1,009)      (677)      (405)
                                          --------   --------   --------
  Net (decrease) increase in cash.......       (37)        11         (3)
  Cash -- beginning of year.............        54         43         46
                                          --------   --------   --------
  Cash -- end of year...................  $     17   $     54   $     43
                                          --------   --------   --------
                                          --------   --------   --------
Supplemental Disclosure of Cash Flow
 Information:
  Net Cash Paid During the Year for:
  Income taxes..........................  $    263   $      9   $    189
Noncash Investing Activities:
  Due to the recapture of an in force block of business previously ceded
   to MBL Life Assurance Co. of New Jersey, reinsurance recoverables of
   $4,546 were exchanged for the fair value of assets comprised of
   $4,354 in policy loans and $192 in other assets.
</TABLE>
 
                See Notes to Consolidated Financial Statements.
 
                             F-5     PROSPECTUS
<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 ("Hartford Life Insurance Company" or the
"Company"), Hartford Life and Annuity Insurance Company (ILA) and 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). Pursuant to an initial
public offering (the "IPO") on May 22, 1997, Hartford Life sold 26 million
shares of Class A Common Stock 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 outstanding promissory notes and line of credit with
the remaining $160 contributed by Hartford Life to HLA to support growth in its
core businesses. Hartford Life became a publicly traded company upon the sale of
26 million shares representing approximately 18.6% of the equity ownership in
Hartford Life. 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, HLA, the Company is a leading financial services and
insurance 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 disability insurance
that is directly written by the Company and is substantially ceded to its
parent, HLA, and (d) corporate owned life insurance.
 
2. SUMMARY OF 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 November 1998, the Emerging Issues Task Force (EITF) reached consensus on
Issue No. 98-15, "Structured Notes Acquired for a Specific Investment Strategy".
This EITF issue requires companies to account for structured notes acquired for
a specific investment strategy, as a unit. Affected companies that entered into
these notes prior to September 25, 1998 are required to either restate prior
period financial statements to conform with the prescribed unit accounting model
or disclose the related impact on earnings for all periods presented and
cumulatively over the life of the instruments had the registrant accounted for
the structure as a unit. Based upon recently prescribed current generally
accepted accounting principles for such types of transactions entered into after
September 24, 1998, there was no additional earnings impact to the Company
related to combined structured note transactions. As of December 31, 1998, the
Company does not hold any combined structured notes.
 
In June 1998, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative
Instruments and Hedging Activities". The new standard establishes accounting and
reporting guidance for derivative instruments, including certain derivative
instruments embedded in other contracts. The standard requires, among other
things, that all derivatives be carried on the balance sheet at fair value. The
standard also specifies hedge accounting criteria under which a derivative can
qualify for special accounting. In order to receive special accounting, the
derivative instrument must qualify as either a hedge of the fair value or the
variability of the cash flow of a qualified asset or liability. Special
accounting for qualifying hedges provides for matching the timing of gain or
loss recognition on the hedging instrument with the recognition of the
corresponding changes in value of the hedged item. SFAS No. 133 will be
effective for fiscal years beginning after June 15, 1999. Initial application
for Hartford Life Insurance Company will begin for the first quarter of the year
2000. While Hartford Life Insurance Company is currently in the process of
quantifying the impact of SFAS No. 133, the Company is reviewing its derivative
holdings in order to take actions needed to minimize potential
 
                             F-6     PROSPECTUS
<PAGE>
volatility, while at the same time maintaining the economic protection needed to
support the goals of its business.
 
In March 1998, the American Institute of Certified Public Accountants (AICPA)
issued Statement of Position (SOP) No. 98-1, "Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use". The SOP provides
guidance on accounting for the costs of internal use software and in determining
whether the software is for internal use. The SOP defines internal use software
as software that is acquired, internally developed, or modified solely to meet
internal needs and identifies stages of software development and accounting for
the related costs incurred during the stages. This statement is effective for
fiscal years beginning after December 15, 1998 and is not expected to have a
material impact on the Company's financial condition or results of operations.
 
Effective January 1, 1998, the Company adopted SFAS No. 130, "Reporting
Comprehensive Income", which establishes standards for reporting and display of
comprehensive income and its components in a full set of general purpose
financial statements. The objective of this statement is to report a measure of
all changes in equity of an enterprise that result from transactions and other
economic events of the period other than transactions with owners. Comprehensive
income is the total of net income and all other nonowner changes in equity.
Accordingly, the Company has reported comprehensive income in the Consolidated
Statements of Changes in Stockholder's Equity.
 
In December 1997, the AICPA issued 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.
 
In June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information". The new standard requires public business
enterprises to disclose certain financial and descriptive information about
reportable operating segments in annual financial statements and in condensed
financial statements of interim periods. Operating segments are components of an
enterprise about which separate financial information is available that is
evaluated regularly by the chief operating decision maker in deciding how to
allocate resources and assessing performance. SFAS No. 131 also establishes
standards for related disclosures about products and services, geographic areas
and major customers. The Company adopted SFAS No. 131 in 1998. For additional
information, see Note 13.
 
On November 14, 1996, the 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 FASB issued SFAS No. 125, "Accounting for Transfers and
Servicing of Financial Assets and Extinguishment of Liabilities" which is
effective for transfers and servicing of financial 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. Adoption of SFAS No. 125 did not have a material
effect on the Company's financial condition or results of operations.
 
Effective January 1, 1996, Hartford Life Insurance 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. 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.
 
 (C) REVENUE RECOGNITION
 
Revenues for investment products and universal life-type policies consist of
policy charges for policy administration, cost of insurance and surrender
charges assessed to policy account balances and are recognized in the period in
which services are provided. Premiums for traditional life insurance policies
are recognized as revenues when they are due from policyholders.
 
  (D) FUTURE POLICY BENEFITS AND OTHER POLICYHOLDER FUNDS
 
Liabilities for future policy benefits are computed by the net level premium
method using interest rate assumptions varying from 3% to 11% and withdrawal and
mortality assumptions appropriate at the time the policies were issued.
Liabilities for universal life-type and investment contracts are stated at
policyholder account values before surrender charges.
 
  (E) INVESTMENTS
 
Hartford Life Insurance 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 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. Realized capital gains and
losses
 
                             F-7     PROSPECTUS
<PAGE>
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. Net realized capital gains and losses, excluding those
related to immediate participation guaranteed contracts, 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
additional impairment, if necessary.
 
  (F) DERIVATIVE INSTRUMENTS
 
Hartford Life Insurance 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. Hartford Life Insurance 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 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. For a discussion
of SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities"
issued in June 1998, see (b) Changes in Accounting Principles.
 
Derivative instruments must be designated at inception as a hedge and measured
for effectiveness both at inception and on an ongoing basis. Hartford Life
Insurance Company's correlation threshold for hedge designation is 80% to 120%.
If correlation, which is assessed monthly and measured based on a rolling three
month average, falls outside the 80% to 120% range, 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.
 
                             F-8     PROSPECTUS
<PAGE>
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.
 
  (G) SEPARATE ACCOUNTS
 
Hartford Life Insurance Company maintains separate account assets and
liabilities which are reported at fair value. Separate account assets are
segregated from other investments. Separate accounts reflect two categories of
risk assumption: non-guaranteed separate accounts, wherein the policyholder
assumes the investment risk and rewards, and guaranteed separate account assets,
wherein the Company contractually guarantees either a minimum return or account
value to the policyholder.
  (H) 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, usually 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
charges, mortality and expense margins. Actual gross profits can vary from
management's estimates resulting in increases or decreases in the rate of
amortization. Management periodically updates these estimates, when appropriate,
and evaluates the recoverability of the deferred acquisition cost asset. When
appropriate, management revises its assumptions on the estimated gross profits
of these contracts and the cumulative amortization for the books of business are
re-estimated and adjusted by a cumulative charge or credit to income.
 
Acquisition costs and their related deferral are included in the Company's other
expenses as follows:
 
<TABLE>
<CAPTION>
                                          1998        1997         1996
                                        ---------     -----        -----
<S>                                     <C>        <C>          <C>
Commissions...........................  $   1,069   $     976    $     848
Deferred acquisition costs............       (891)       (862)        (823)
Other.................................        588         472          402
                                        ---------       -----        -----
    Total other expenses..............  $     766   $     586    $     427
                                        ---------       -----        -----
                                        ---------       -----        -----
</TABLE>
 
  (I) DIVIDENDS TO POLICYHOLDERS
 
Certain life insurance policies contain dividend payment provisions that enable
the policyholder to participate in the earnings on that participating block of
business. The participating insurance in force accounted for 71%, 55% and 44% in
1998, 1997 and 1996, respectively, of total insurance in force.
3. INVESTMENTS AND DERIVATIVE INSTRUMENTS
 
  (A) COMPONENTS OF NET INVESTMENT INCOME
 
<TABLE>
<CAPTION>
                                       FOR THE YEARS ENDED DECEMBER
                                                    31,
                                      -------------------------------
                                        1998       1997       1996
                                      ---------  ---------  ---------
<S>                                   <C>        <C>        <C>
Interest income from fixed
 maturities.........................  $     952  $     932  $     918
Interest income from policy loans...        789        425        477
Income from other investments.......         32         26         15
                                      ---------  ---------  ---------
Gross investment income.............      1,773      1,383      1,410
Less: Investment expenses...........         14         15         13
                                      ---------  ---------  ---------
Net investment income...............  $   1,759  $   1,368  $   1,397
                                      ---------  ---------  ---------
                                      ---------  ---------  ---------
</TABLE>
 
  (B) COMPONENTS OF NET REALIZED CAPITAL (LOSSES) GAINS
 
<TABLE>
<CAPTION>
                                           FOR THE YEARS ENDED DECEMBER 31,
                                         -------------------------------------
                                            1998         1997         1996
                                            -----        -----        -----
<S>                                      <C>          <C>          <C>
Fixed maturities.......................   $     (28)   $      (7)   $    (201)
Equity securities......................          21           12            2
Real estate and other..................           5           (1)          (4)
Less: Decrease in liability to
 policyholders for realized capital
 gains.................................          --           --          (10)
                                                ---          ---        -----
Net realized capital (losses) gains....   $      (2)   $       4    $    (213)
                                                ---          ---        -----
                                                ---          ---        -----
</TABLE>
 
  (C) NET UNREALIZED CAPITAL (LOSSES) GAINS ON EQUITY SECURITIES
 
<TABLE>
<CAPTION>
                                           FOR THE YEARS ENDED DECEMBER 31,
                                         -------------------------------------
                                            1998         1997         1996
                                            -----        -----        -----
<S>                                      <C>          <C>          <C>
Gross unrealized capital gains.........   $       2    $      14    $      13
Gross unrealized capital losses........          (1)          --           (1)
                                                 --
                                                             ---          ---
Net unrealized capital gains...........           1           14           12
Deferred income tax expense............          --            5            4
                                                 --
                                                             ---          ---
Net unrealized capital gains, net of
 tax...................................           1            9            8
Balance -- beginning of year...........           9            8            1
                                                 --
                                                             ---          ---
Net change in unrealized capital gains
 on equity securities..................   $      (8)   $       1    $       7
                                                 --
                                                 --
                                                             ---          ---
                                                             ---          ---
</TABLE>
 
  (D) NET UNREALIZED CAPITAL GAINS (LOSSES) ON FIXED MATURITIES
 
<TABLE>
<CAPTION>
                                           FOR THE YEARS ENDED DECEMBER 31,
                                         -------------------------------------
                                            1998         1997         1996
                                            -----        -----        -----
<S>                                      <C>          <C>          <C>
Gross unrealized capital gains.........   $     421    $     371    $     386
Gross unrealized capital losses........        (108)         (80)        (341)
Unrealized capital gains credited to
 policyholders.........................         (32)         (30)         (11)
                                              -----        -----        -----
Net unrealized capital gains...........         281          261           34
Deferred income tax expense............          98           91           12
                                              -----        -----        -----
Net unrealized capital gains, net of
 tax...................................         183          170           22
Balance -- beginning of year...........         170           22          (58)
                                              -----        -----        -----
Net change in unrealized capital gains
 (losses) on fixed maturities..........   $      13    $     148    $      80
                                              -----        -----        -----
                                              -----        -----        -----
</TABLE>
 
                             F-9     PROSPECTUS
<PAGE>
  (E) FIXED MATURITY INVESTMENTS
 
<TABLE>
<CAPTION>
                                                                                 AS OF DECEMBER 31, 1998
                                                                   ---------------------------------------------------
                                                                                   GROSS         GROSS
                                                                   AMORTIZED    UNREALIZED    UNREALIZED
                                                                      COST         GAINS        LOSSES      FAIR VALUE
                                                                   ----------   -----------   -----------   ----------
<S>                                                                <C>          <C>           <C>           <C>
U. S. Government and Government agencies and authorities
 (guaranteed and sponsored)......................................    $   121       $  2          $ --         $   123
U. S. Government and Government agencies and authorities
 (guaranteed and sponsored) -- asset backed......................      1,001         23            (8)          1,016
States, municipalities and political subdivisions................        165          8            --             173
International governments........................................        393         26            (7)            412
Public utilities.................................................        844         33            (3)            874
All other corporate including international......................      5,469        260           (42)          5,687
All other corporate -- asset backed..............................      4,155         58           (42)          4,171
Short-term investments...........................................      1,847         --            --           1,847
Certificates of deposit..........................................        510         11            (6)            515
                                                                   ----------     -----         -----       ----------
    Total fixed maturities.......................................    $14,505       $421          $(108)       $14,818
                                                                   ----------     -----         -----       ----------
                                                                   ----------     -----         -----       ----------
</TABLE>
 
<TABLE>
<CAPTION>
                                                                                 AS OF DECEMBER 31, 1997
                                                                   ---------------------------------------------------
                                                                                   GROSS         GROSS
                                                                   AMORTIZED    UNREALIZED    UNREALIZED
                                                                      COST         GAINS        LOSSES      FAIR VALUE
                                                                   ----------   -----------   -----------   ----------
<S>                                                                <C>          <C>           <C>           <C>
U. S. Government and Government agencies and authorities
 (guaranteed and sponsored)......................................    $   217       $  3          $ (1)        $   219
U. S. Government and Government 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>
 
The amortized cost and estimated fair value of fixed maturity investments as of
December 31, 1998 by estimated maturity year are shown below. Expected
maturities differ from contractual maturities due to call or prepayment
provisions. Asset backed securities, including mortgage backed securities and
collateralized mortgage obligations, are distributed to maturity year based on
the Company's estimates of the rate of future prepayments of principal over the
remaining lives of 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......................   $   3,047    $   3,116
Over one year through five years......       4,796        4,843
Over five years through ten years.....       3,242        3,318
Over ten years........................       3,420        3,541
                                        -----------  -----------
    Total.............................   $  14,505    $  14,818
                                        -----------  -----------
                                        -----------  -----------
</TABLE>
 
Sales of fixed maturities, excluding short-term fixed maturities, for the years
ended December 31, 1998, 1997 and 1996 resulted in proceeds of $3.2 billion,
$4.2 billion and $3.5 billion, gross realized capital gains of $103, $169 and
$87, gross realized capital losses (including writedowns) of $131, $176 and
$298, respectively. In 1996, gross realized capital losses includes an other
than temporary impairment of $137 related to the Company's block of guaranteed
investment contract business written prior to 1995 which could not recover to
amortized cost prior to sale. Sales of equity security investments for the years
ended December 31, 1998, 1997 and 1996 resulted in proceeds of $35, $132 and $74
and gross realized capital gains of $21, $12 and $2, respectively, and no gross
realized capital losses for all periods.
 
  (F) CONCENTRATION OF CREDIT RISK
 
The Company is not exposed to any significant concentration of credit risk in
fixed maturities of a single issuer greater than 10% of stockholder's equity.
 
                            F-10     PROSPECTUS
<PAGE>
  (G) DERIVATIVE INSTRUMENTS
 
Hartford Life Insurance 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.
 
Hartford Life Insurance 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.
Hartford Life Insurance Company's derivative program is monitored by an internal
compliance unit and is reviewed by senior management and Hartford Life's Finance
Committee of the Board of Directors. 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 $6.2
billion and $6.5 billion ($3.9 billion and $4.6 billion related to the Company's
investments, $2.3 billion and $1.9 billion on the Company's liabilities) as of
December 31, 1998 and 1997, respectively.
The tables below provide a summary of derivative instruments held by Hartford
Life Insurance Company as of December 31, 1998 and 1997, segregated by major
investment and liability category:
 
<TABLE>
<CAPTION>
                                                          1998 -- AMOUNT HEDGED (NOTIONAL AMOUNTS)
                                     ----------------------------------------------------------------------------------
                                                                                                  FOREIGN
                                      TOTAL      ISSUED    PURCHASED                  INTEREST    CURRENCY     TOTAL
                                     CARRYING    CAPS &      CAPS &      FUTURES        RATE       SWAPS      NOTIONAL
           ASSETS HEDGED              VALUE      FLOORS      FLOORS        (2)         SWAPS        (3)        AMOUNT
- -----------------------------------  --------   --------   ----------   ----------   ----------   --------   ----------
<S>                                  <C>        <C>        <C>          <C>          <C>          <C>        <C>
Asset backed securities (excluding
 inverse floaters and
 anticipatory).....................  $ 5,163    $    --    $   188      $     3      $   885        $--       $ 1,076
Inverse floaters (1)...............       24         44         55           --           --         --            99
Anticipatory (4)...................       --         --         --           --          235         --           235
Other bonds and notes..............    7,683        461        597           18        1,300         90         2,466
Short-term investments.............    1,948         --         --           --           --         --            --
                                     --------   --------   ----------       ---      ----------     ---      ----------
    Total fixed maturities.........   14,818        505        840           21        2,420         90         3,876
Equity securities, policy loans and
 other investments.................    6,979         --         --           --           --         --            --
                                     --------   --------   ----------       ---      ----------     ---      ----------
    Total investments..............  $21,797        505        840           21        2,420         90         3,876
    Other policyholder funds.......  $19,615      1,100         50           --        1,195         --         2,345
                                     --------   --------   ----------       ---      ----------     ---      ----------
    Total derivative instruments --
     notional value................             $ 1,605    $   890      $    21      $ 3,615        $90       $ 6,221
                                     --------   --------   ----------       ---      ----------     ---      ----------
    Total derivative instruments --
     fair value....................             $    (6)   $    19      $    --      $    27        $(7)      $    33
                                     --------   --------   ----------       ---      ----------     ---      ----------
                                     --------   --------   ----------       ---      ----------     ---      ----------
</TABLE>
 
                            F-11     PROSPECTUS
<PAGE>
 
<TABLE>
<CAPTION>
                                                      1997 -- AMOUNT HEDGED (NOTIONAL AMOUNTS)
                                     --------------------------------------------------------------------------
                                                                                              FOREIGN
                                      TOTAL    ISSUED    PURCHASED                 INTEREST   CURRENCY   TOTAL
                                     CARRYING  CAPS &      CAPS &                    RATE      SWAPS    NOTIONAL
           ASSETS HEDGED              VALUE    FLOORS      FLOORS     FUTURES (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
    Other policyholder funds.......  $21,034       10           150         --        1,747       --     1,907
                                     --------  -------       ------        ---     ---------     ---    -------
    Total derivative instruments --
     notional value................            $1,019     $   2,094       $ 50      $ 3,251     $ 91    $6,505
                                     --------  -------       ------        ---     ---------     ---    -------
    Total derivative instruments --
     fair value....................            $   (8 )   $      23       $ --      $    19     $ (6  ) $   28
                                     --------  -------       ------        ---     ---------     ---    -------
                                     --------  -------       ------        ---     ---------     ---    -------
</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, 1998 and 1997, approximately 5% and 44% , respectively,
    of the notional futures contracts expire within one year.
 
(3) As of December 31, 1998 and 1997, approximately 11% and 16%, respectively,
    of foreign currency swaps expire within one year.
 
(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. As of December 31, 1998 and 1997, the Company had no
    deferred gains for interest rate swaps. During 1998, $1.5 in deferred gains
    were basis adjusted.
 
The following is a reconciliation of notional amounts by derivative type and
strategy as of December 31, 1998 and 1997:
 
<TABLE>
<CAPTION>
                                             DECEMBER 31, 1997               MATURITIES/    DECEMBER 31, 1998
                                              NOTIONAL AMOUNT    ADDITIONS TERMINATIONS (1)  NOTIONAL AMOUNT
                                             -----------------   -------- ----------------- -----------------
<S>                                          <C>                 <C>      <C>               <C>
BY DERIVATIVE TYPE
Caps.........................................      $1,239         $1,000       $  327            $1,912
Floors.......................................       1,864             --        1,281               583
Swaps/Forwards...............................       3,342          1,838        1,475             3,705
Futures......................................          50              8           37                21
Options......................................          10             --           10                --
                                                  ------         --------      ------            ------
    Total....................................      $6,505         $2,846       $3,130            $6,221
                                                  ------         --------      ------            ------
By Strategy
Liability....................................      $1,907         $1,099       $  661            $2,345
Anticipatory.................................          --            242            7               235
Asset........................................       1,805          1,260          667             2,398
Portfolio....................................       2,793            245        1,795             1,243
                                                  ------         --------      ------            ------
    Total....................................      $6,505         $2,846       $3,130            $6,221
                                                  ------         --------      ------            ------
                                                  ------         --------      ------            ------
</TABLE>
 
- ------------------------
 
    (1) During 1998, the Company had no significant gains or losses on
terminations of hedge positions using derivative financial instruments.
 
4. FAIR VALUE OF FINANCIAL INSTRUMENTS
 
SFAS 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. Hartford
Life Insurance
 
                            F-12     PROSPECTUS
<PAGE>
Company uses the following methods and assumptions in estimating the fair value
of each class of financial instrument.
 
Fair value for fixed maturities and marketable equity securities approximates
those quotations published by applicable stock exchanges or received from other
reliable sources.
 
For policy loans, carrying amounts approximate fair value.
 
Fair value for other invested assets primarily consist of partnerships and
trusts that are based on external market valuations from partnership and trust
management as well as mortgage loans where carrying amounts approximate fair
value.
 
Other policyholder funds fair value information is determined by estimating
future cash flows, discounted at the current market rate.
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 periodic comparison to dealer quoted prices.
 
The carrying amount and fair values of Hartford Life Insurance Company's
financial instruments as of December 31, 1998 and 1997 were as follows:
 
<TABLE>
<CAPTION>
                                                                1998                1997
                                                         ------------------  ------------------
                                                         CARRYING    FAIR    CARRYING    FAIR
                                                          AMOUNT     VALUE    AMOUNT     VALUE
                                                         ---------  -------  ---------  -------
<S>                                                      <C>        <C>      <C>        <C>
Assets
  Fixed maturities.....................................   $14,818   $14,818   $14,176   $14,176
  Equity securities....................................        31        31       180       180
  Policy loans.........................................     6,684     6,684     3,756     3,756
  Other investments....................................       264       309        47        91
Liabilities
  Other policyholder funds (1).........................   $11,709   $11,726   $11,769   $11,755
</TABLE>
 
- ------------------------------
 
    (1) Excludes corporate owned life insurance and universal life insurance
contracts.
 
5. SEPARATE ACCOUNTS
 
Hartford Life Insurance Company maintained separate account assets and
liabilities totaling $90.3 billion and $69.1 billion as of December 31, 1998 and
1997, respectively, which are reported at fair value. Separate account assets,
which are segregated from other investments, reflect two categories of risk
assumption: non-guaranteed separate accounts totaling $80.6 billion and $58.6
billion as of December 31, 1998 and 1997, respectively, wherein the policyholder
assumes the investment risk, and guaranteed separate accounts totaling $9.7 and
$10.5 billion as of December 31, 1998 and 1997, respectively, wherein Hartford
Life Insurance Company contractually guarantees either a minimum return or
account value to the policyholder. Included in non-guaranteed separate account
assets were policy loans totaling $1.8 billion and $1.9 billion as of December
31, 1998 and 1997, 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 and other revenues were $908, $699 and $538 in
1998, 1997 and 1996, respectively. The guaranteed separate accounts include
fixed market value adjusted (MVA) individual annuity and modified guaranteed
life insurance. The average credited interest rate on these contracts was 6.6%
and 6.5% as of December 31, 1998 and 1997, respectively. The assets that support
these liabilities were comprised of $9.5 billion and $10.2 billion in fixed
maturities as of December 31, 1998 and 1997, respectively. 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 $40 and $119 in carrying value and $3.5 billion and
$3.0 billion in notional amounts as of December 31, 1998 and 1997, respectively.
 
6. STATUTORY RESULTS
 
<TABLE>
<CAPTION>
                                       FOR THE YEARS ENDED DECEMBER
                                                    31,
                                      -------------------------------
                                        1998       1997       1996
                                      ---------  ---------  ---------
<S>                                   <C>        <C>        <C>
Statutory net income................  $     211  $     214  $     144
                                      ---------  ---------  ---------
Statutory surplus...................  $   1,676  $   1,441  $   1,207
                                      ---------  ---------  ---------
                                      ---------  ---------  ---------
</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 1999
is estimated to be $168.
 
Hartford Life Insurance Company and its domestic insurance subsidiaries prepare
their statutory financial statements in accordance with accounting practices
prescribed by the State of Connecticut. Prescribed statutory accounting
practices include
 
                            F-13     PROSPECTUS
<PAGE>
publications of the National Association of Insurance Commissioners, as well as
state laws, regulations, and general administrative rules.
 
7. STOCK COMPENSATION PLANS
 
Hartford Life Insurance Company's employees are included in the 1997 Hartford
Life, Inc. Incentive Stock Plan (the "Plan"), which was adopted during the
second quarter of 1997. 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 million
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 Hartford Life,
Inc. 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 121,943 and 54,316 shares under
the ESPP in 1998 and 1997, respectively. The weighted average fair value of the
discount under the ESPP was $13.80 per share in 1998 and $9.63 per share in
1997.
 
8. POSTRETIREMENT BENEFIT AND SAVINGS PLANS
 
  (A) PENSION PLANS
 
Hartford Life Insurance 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 $6 in 1998 and $5
in both 1997 and 1996.
 
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 1998, 1997 and 1996.
 
The assumed rate in the per capita cost of health care (the health care trend
rate) was 7.8% for 1998, decreasing ratably to 5.0% in the year 2003. Increasing
the health care trend rates by one percent per year would have an immaterial
impact on the accumulated postretirement benefit obligation and the annual
expense. To the extent that the actual experience differs from the inherent
assumptions, the effect will be amortized over the average future service of
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 Hartford Life Insurance Company for the above-mentioned
plan was approximately $4 and $2 in 1998 and 1997, respectively.
 
9. REINSURANCE
 
Hartford Life Insurance 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.
 
                            F-14     PROSPECTUS
<PAGE>
Net premiums and other considerations were comprised of the following:
 
<TABLE>
<CAPTION>
                                       FOR THE YEARS ENDED DECEMBER
                                                    31,
                                      -------------------------------
                                        1998       1997       1996
                                      ---------  ---------  ---------
<S>                                   <C>        <C>        <C>
Gross premiums......................  $   2,722  $   2,164  $   2,138
Assumed.............................        150        159        190
Ceded...............................       (654)      (686)      (623)
                                      ---------  ---------  ---------
  Net premiums and other
   considerations...................  $   2,218  $   1,637  $   1,705
                                      ---------  ---------  ---------
                                      ---------  ---------  ---------
</TABLE>
 
The Company ceded approximately $128, $76 and $100 of group life premium to HLA
in 1998, 1997 and 1996, respectively, representing $38.4 billion, $33.6 billion
and $33.3 billion of insurance in force, respectively. The Company ceded $383,
$339 and $318 of accident and health premium to HLA in 1998, 1997 and 1996,
respectively. The Company assumed $82, $89 and $101 of premium in 1998, 1997 and
1996, respectively, representing $7.4 billion, $8.2 billion and $8.5 billion of
individual life insurance in force, respectively, from HLA.
Life reinsurance recoveries, which reduce death and other benefits, approximated
$97, $158 and $140 for the years ended December 31, 1998, 1997 and 1996,
respectively.
 
Hartford Life Insurance Company has no significant reinsurance-related
concentrations of credit risk.
 
10. 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 own 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. It is the intention of The
Hartford and its non-life subsidiaries to file a single consolidated Federal
income tax return. The life insurance companies will file a separate
consolidated federal income tax return. The Company's effective tax rate was
35%, 36% and 35% in 1998, 1997 and 1996, respectively.
 
Income tax expense is as follows:
 
<TABLE>
<CAPTION>
                                           FOR THE YEARS ENDED DECEMBER 31,
                                         -------------------------------------
                                            1998         1997         1996
                                            -----        -----        -----
<S>                                      <C>          <C>          <C>
Current................................   $     307    $     162    $     118
Deferred...............................        (119)           5          (98)
                                              -----        -----        -----
  Income tax expense...................   $     188    $     167    $      20
                                              -----        -----        -----
                                              -----        -----        -----
</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,
                                         -------------------------------------
                                            1998         1997         1996
                                            -----        -----        -----
<S>                                      <C>          <C>          <C>
Tax provision at the U.S. Federal
 statutory rate........................   $     188    $     164    $      20
Other..................................          --            3           --
                                              -----        -----          ---
  Total................................   $     188    $     167    $      20
                                              -----        -----          ---
                                              -----        -----          ---
</TABLE>
 
Deferred tax assets (liabilities) include the following as of December 31:
 
<TABLE>
<CAPTION>
                                                   1998         1997
                                                   -----        -----
<S>                                             <C>          <C>
Tax basis deferred policy acquisition costs...   $     751    $     639
Financial statement deferred policy
 acquisition costs and reserves...............         103           69
Employee benefits.............................           4            8
Net unrealized capital gains on securities....         (98)         (96)
Investments and other.........................        (296)        (272)
                                                     -----        -----
  Total.......................................   $     464    $     348
                                                     -----        -----
                                                     -----        -----
</TABLE>
 
Hartford Life Insurance Company had a current tax payable of $65 and $64 as of
December 31, 1998 and 1997, respectively.
 
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, based on current tax law,
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, 1998 was $104.
 
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, 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 $47, $34 and $40 in 1998, 1997 and 1996,
respectively. Management believes that the methods used are reasonable.
 
                            F-15     PROSPECTUS
<PAGE>
12. COMMITMENTS AND CONTINGENT LIABILITIES
 
  (A) LITIGATION
 
Hartford Life Insurance 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, at the present
time the Company does not anticipate that the ultimate liability arising from
such pending or threatened litigation, after consideration of provisions made
for potential losses and costs of defense, will have a material adverse 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. Part of the assessments paid
by the Company and its subsidiaries pursuant to these laws may be used as
credits for a portion of the associated premium taxes. The Company paid guaranty
fund assessments of approximately $9, $15 and $11 in 1998, 1997 and 1996,
respectively, of which $4, $4 and $5, respectively, were estimated to be
creditable against premium taxes.
 
  (C) LEASES
 
The rent paid to Hartford Fire for space occupied by the Company was $7 in both
1998 and 1997 and $3 in 1996. Future minimum rental commitments are as follows:
 
<TABLE>
<S>                  <C>
1999...............  $       7
2000...............         12
2001...............         12
2002...............         13
2003...............         13
Thereafter.........         74
                     ---------
  Total............  $     131
                     ---------
                     ---------
</TABLE>
 
Rental expense is recognized on a level basis over the term of the primary
sublease, which expires on December 31, 2009, and amounted to approximately $9
in both 1998 and 1997 and $8 in 1996.
 
  (D) TAX MATTERS
 
Hartford Life's federal income tax returns are routinely audited by the Internal
Revenue Service. Hartford Life is currently under audit for the years 1993
through 1995, with the audit for the years 1996 through 1997 expected to begin
during early 1999. Management believes that adequate provision has been made in
the financial statements for items that may result from tax examinations and
other tax related matters.
 
  (E) INVESTMENTS
 
As of December 31, 1998, Hartford Life Insurance Company held $71 of asset
backed securities securitized and serviced by Commercial Financial Services,
Inc. (CFS) of which $50 were included in the Company's general account and $21
in the Company's guaranteed separate account. In October 1998, the Company
became aware of allegations of improper activities at CFS. On December 11, 1998,
CFS filed for protection under Chapter 11 of the Bankruptcy Code. As of December
31, 1998, CFS continues to service the asset backed securities, which remain
current on payments of principal and interest, however, the Company does not
expect to recover all of its principal investment. Based upon information
available in the fourth quarter 1998, the Company recognized a $25, after-tax,
writedown related to its holdings in CFS of which $18 was related to the
Company's general account assets. The ultimate realizable amount depends on the
outcome of the bankruptcy of CFS and these estimates are therefore subject to
material change as new information becomes available. The Company is presently
unable to determine the amount of further potential loss, if any, related to the
securities.
 
13. SEGMENT INFORMATION
 
Hartford Life Insurance Company adopted SFAS No. 131, "Disclosures about
Segments of an Enterprise and Related Information", during the fourth quarter of
1998. This statement replaces SFAS No. 14, "Financial Reporting for Segments of
a Business Enterprise", and establishes new standards for reporting information
about operating segments in annual financial statements and in interim financial
reports issued to shareholders. It also establishes standards for related
disclosures about products and services, geographic areas and major customers.
This statement requires that the reportable operating segments be based on the
Company's internal operations. On this basis, Hartford Life Insurance Company's
segments represent strategic operations which offer different products and
services as well as serve different markets.
 
Hartford Life Insurance Company is organized into three reportable operating
segments which include Investment Products, Individual Life and Corporate Owned
Life Insurance (COLI). Investment Products offers individual variable annuities,
fixed market value adjusted (MVA) annuities and fixed and variable immediate
annuities, mutual funds, deferred compensation and retirement plan services,
structured settlement contracts and other special purpose annuity contracts.
Individual Life sells a variety of life insurance products, including variable
life, universal life, interest-sensitive whole life and term life insurance.
COLI primarily offers variable products used by employers to fund non-qualified
benefits or other post-employment benefit obligations as well as leveraged COLI.
The Company includes in "Other" corporate items not directly allocable to any of
its reportable operating segments as well as certain employee benefit products
including group life and disability insurance that is directly written by the
Company and is substantially ceded to its parent, HLA.
 
                            F-16     PROSPECTUS
<PAGE>
The accounting policies of the reportable operating segments are the same as
those described in the summary of significant accounting policies in Note 2.
Hartford Life Insurance Company evaluates performance of its segments based on
revenues, net income and the segment's return on allocated capital. The Company
charges direct operating expenses to the appropriate segment and allocates the
majority of indirect expenses to the segments based on an intercompany expense
arrangement. Intersegment revenues are not significant and primarily occur
between corporate and the operating segments. These amounts include interest
income on allocated surplus and the amortization of net realized capital gains
and losses through net investment income utilizing the duration of the segment's
investment portfolios. The Company's revenues are primarily derived from
customers within the United States. The Company's long-lived assets primarily
consist of deferred policy acquisition costs and deferred tax assets from within
the United States. The following table outlines summarized financial information
concerning the Company's segments. The information for 1997 and 1996 has been
restated to conform to the 1998 presentation.
 
<TABLE>
<CAPTION>
                                                         INVESTMENT INDIVIDUAL
1998                                                     PRODUCTS    LIFE      COLI      OTHER    TOTAL
- -------------------------------------------------------  ---------  -------  ---------  -------  -------
<S>                                                      <C>        <C>      <C>        <C>      <C>
Total revenues.........................................   $ 1,779   $  543    $  1,567  $    86  $ 3,975
Net investment income..................................       736      181         793       49    1,759
Amortization of deferred policy acquisition costs......       326      105          --       --      431
Income tax expense (benefit)...........................       145       35          12       (4)     188
Net income (loss)......................................       270       64          24       (8)     350
Assets.................................................    87,207    5,228      22,631    3,197  118,263
</TABLE>
 
<TABLE>
<CAPTION>
                                                         INVESTMENT INDIVIDUAL
1997                                                     PRODUCTS    LIFE      COLI      OTHER    TOTAL
- -------------------------------------------------------  ---------  -------  ---------  -------  -------
<S>                                                      <C>        <C>      <C>        <C>      <C>
Total revenues.........................................   $ 1,510   $  487    $    980  $    32  $ 3,009
Net investment income..................................       739      164         429       36    1,368
Amortization of deferred policy acquisition costs......       250       83          --        2      335
Income tax expense.....................................       111       30          15       11      167
Net income.............................................       206       55          27       14      302
Assets.................................................    72,288    4,914      17,800    2,743   97,745
</TABLE>
 
<TABLE>
<CAPTION>
                                                         INVESTMENT INDIVIDUAL
1996                                                     PRODUCTS    LIFE      COLI      OTHER    TOTAL
- -------------------------------------------------------  ---------  -------  ---------  -------  -------
<S>                                                      <C>        <C>      <C>        <C>      <C>
Total revenues.........................................   $ 1,002   $  440    $  1,360  $    87  $ 2,889
Net investment income..................................       684      153         480       80    1,397
Amortization of deferred policy acquisition costs......       174       60          --       --      234
Income tax expense (benefit)...........................       (42 )     24          11       27       20
Net income (loss)......................................       (77 )     44          26       45       38
Assets.................................................    57,410    3,753      14,222    2,377   77,762
</TABLE>
 
14. QUARTERLY RESULTS FOR 1998 AND 1997 (UNAUDITED)
 
<TABLE>
<CAPTION>
                                                                       THREE MONTHS ENDED
                                     --------------------------------------------------------------------------------------
                                          MARCH 31,              JUNE 30,           SEPTEMBER 30,          DECEMBER 31,
                                     --------------------  --------------------  --------------------  --------------------
                                       1998       1997       1998       1997       1998       1997       1998       1997
                                     ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
<S>                                  <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
Revenues...........................   $   915    $   651    $   721    $   645    $   826    $   679    $  1,513   $  1,034
Benefits, claims and expenses......       787        550        591        536        688        550       1,371        904
Net income.........................        83         63         85         74         89         81          93         84
</TABLE>
 
                            F-17     PROSPECTUS
<PAGE>
SCHEDULE I -- SUMMARY OF INVESTMENTS --
OTHER THAN INVESTMENTS IN AFFILIATES
AS OF DECEMBER 31, 1998
(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. Government and Government agencies
   and authorities (guaranteed and
   sponsored)................................  $   121  $   123     $   123
  U. S. Government and Government agencies
   and authorities (guaranteed and sponsored)
   -- asset backed...........................    1,001    1,016       1,016
  States, municipalities and political
   subdivisions..............................      165      173         173
  Foreign governments........................      393      412         412
  Public utilities...........................      844      874         874
  All other corporate including
   international.............................    5,469    5,687       5,687
  All other corporate -- asset backed........    4,155    4,171       4,171
  Short-term investments.....................    1,847    1,847       1,847
Certificates of deposit......................      510      515         515
                                               -------  -------     -------
Total fixed maturities.......................   14,505   14,818      14,818
                                               -------  -------     -------
Equity Securities
Common Stocks
  Industrial and miscellaneous...............       30       31          31
                                               -------  -------     -------
Total equity securities......................       30       31          31
                                               -------  -------     -------
Total fixed maturities and equity
 securities..................................   14,535   14,849      14,849
                                               -------  -------     -------
Policy Loans.................................    6,684    6,684       6,684
                                               -------  -------     -------
Other Investments
  Mortgage loans on real estate..............      206      207         206
  Other invested assets......................       58      102          58
                                               -------  -------     -------
Total other investments......................      264      309         264
                                               -------  -------     -------
Total investments............................  $21,483  $21,842     $21,797
                                               -------  -------     -------
                                               -------  -------     -------
</TABLE>
 
                            F-18     PROSPECTUS
<PAGE>
SCHEDULE III -- SUPPLEMENTARY INSURANCE INFORMATION
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
(IN MILLIONS)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                DEFERRED
                                                 POLICY       FUTURE       OTHER         PREMIUMS          NET
                                               ACQUISITION    POLICY     POLICYHOLDER    AND OTHER      INVESTMENT
SEGMENT                                           COSTS      BENEFITS      FUNDS      CONSIDERATIONS     INCOME
- ---------------------------------------------  -----------   ---------   ----------   ---------------   ---------
 
<S>                                            <C>           <C>         <C>          <C>               <C>
1998
Investment Products..........................    $2,823       $2,407      $ 9,194         $1,043         $  736
Individual Life..............................       931          466        2,307            363            181
Corporate Owned Life Insurance...............        --          225        8,097            774            793
Other........................................        --          497           17             38             49
                                               -----------   ---------   ----------       ------        ---------
Consolidated operations......................    $3,754       $3,595      $19,615         $2,218         $1,759
                                               -----------   ---------   ----------       ------        ---------
                                               -----------   ---------   ----------       ------        ---------
 
1997
Investment Products..........................    $2,478       $2,070      $ 9,620         $  771         $  739
Individual Life..............................       837          392        2,182            323            164
Corporate Owned Life Insurance...............        --           56        9,259            551            429
Other........................................        --          541          (27)            (8)            36
                                               -----------   ---------   ----------       ------        ---------
Consolidated operations......................    $3,315       $3,059      $21,034         $1,637         $1,368
                                               -----------   ---------   ----------       ------        ---------
                                               -----------   ---------   ----------       ------        ---------
 
1996
Investment Products..........................    $2,030       $1,526      $10,140         $  537         $  684
Individual Life..............................       730          346        2,160            287            153
Corporate Owned Life Insurance...............        --           --        9,823            880            480
Other........................................        --          602           11              1             80
                                               -----------   ---------   ----------       ------        ---------
Consolidated operations......................    $2,760       $2,474      $22,134         $1,705         $1,397
                                               -----------   ---------   ----------       ------        ---------
                                               -----------   ---------   ----------       ------        ---------
 
<CAPTION>
                                                   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>
1998
Investment Products..........................    $  --         $  670          $326            $ --         $  368
Individual Life..............................       (1)           262           105              --             77
Corporate Owned Life Insurance...............       --            924            --             329            278
Other........................................       (1)            55            --              --             43
                                                 -----       -----------      -----           -----          -----
Consolidated operations......................    $  (2)        $1,911          $431            $329         $  766
                                                 -----       -----------      -----           -----          -----
                                                 -----       -----------      -----           -----          -----
1997
Investment Products..........................    $  --         $  677          $250            $ --         $  266
Individual Life..............................       --            242            83              --             77
Corporate Owned Life Insurance...............       --            439            --             240            259
Other........................................        4             21             2              --            (16)
                                                 -----       -----------      -----           -----          -----
Consolidated operations......................    $   4         $1,379          $335            $240         $  586
                                                 -----       -----------      -----           -----          -----
                                                 -----       -----------      -----           -----          -----
1996
Investment Products..........................    $(219)        $  744          $175            $ --         $  203
Individual Life..............................       --            245            59              --             68
Corporate Owned Life Insurance...............       --            545            --             634            144
Other........................................        6              1            --               1             12
                                                 -----       -----------      -----           -----          -----
Consolidated operations......................    $(213)        $1,535          $234            $635         $  427
                                                 -----       -----------      -----           -----          -----
                                                 -----       -----------      -----           -----          -----
</TABLE>
 
                            F-19     PROSPECTUS
<PAGE>
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, 1998
Life insurance in force...........................  $326,400     $200,782        $18,289      $143,907        12.7%
Premiums and other considerations
  Life insurance and annuities....................  $  2,329     $    271        $   142      $  2,200         6.5%
  Accident and health insurance...................       393          383              8            18        44.4%
                                                    --------  --------------     -------      --------
Total premiums and other considerations...........  $  2,722     $    654        $   150      $  2,218         6.8%
                                                    --------  --------------     -------      --------
                                                    --------  --------------     -------      --------
For the year ended December 31, 1997
  Life insurance in force.........................  $245,487     $178,771        $33,156      $ 99,872        33.2%
Premiums and other considerations
  Life insurance and annuities....................  $  1,818     $    340        $   157      $  1,635         9.6%
  Accident and health insurance...................       346          346              2             2       100.0%
                                                    --------  --------------     -------      --------
Total premiums and other considerations...........  $  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%
Premiums and other considerations
  Life insurance and annuities....................  $  1,801     $    298        $   169      $  1,672        10.1%
  Accident and health insurance...................       337          325             21            33        63.6%
                                                    --------  --------------     -------      --------
Total premiums and other considerations...........  $  2,138     $    623        $   190      $  1,705        11.1%
                                                    --------  --------------     -------      --------
                                                    --------  --------------     -------      --------
</TABLE>
 
                            F-20     PROSPECTUS
<PAGE>



                                       PART C


<PAGE>

                                 OTHER INFORMATION

Item 24.  Financial Statements and Exhibits

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

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

          (2)  Not applicable.

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

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

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

          (5)  Form of Application.(1)

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

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

          (7)  Not applicable.

          (8)  Not applicable.

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

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

          (11) No financial statements are omitted.

          (12) Not applicable.

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

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

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

<PAGE>
          (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
- ------------------------------------------------------------------------------
 Wendell J. Bossen            Vice President
- ------------------------------------------------------------------------------
 Gregory A. Boyko             Senior Vice President, Director*
- ------------------------------------------------------------------------------
 Peter W. Cummins             Senior Vice President
- ------------------------------------------------------------------------------
 Timothy M. Fitch             Vice President 
- ------------------------------------------------------------------------------
 Mary Jane B. Fortin          Vice President & Chief Accounting Officer 
- ------------------------------------------------------------------------------
 David T. Foy                 Senior Vice President & Treasurer
- ------------------------------------------------------------------------------
 Lynda Godkin                 Senior Vice President, General Counsel and
                              Corporate Secretary, Director*
- ------------------------------------------------------------------------------
 Lois W. Grady                Senior Vice President
- ------------------------------------------------------------------------------
 Stephen T. Joyce             Vice President
- ------------------------------------------------------------------------------
 Michael D. Keeler            Vice President
- ------------------------------------------------------------------------------
 Robert A. Kerzner            Senior Vice President
- ------------------------------------------------------------------------------
 Thomas M. Marra              Executive Vice President, Director*
- ------------------------------------------------------------------------------
 Joseph J. Noto               Vice President
- ------------------------------------------------------------------------------
 Craig R. Raymond             Senior Vice President and Chief Actuary
- ------------------------------------------------------------------------------
 Donald A. Salama             Vice President
- ------------------------------------------------------------------------------
 Lowndes A. Smith             President and Chief Executive Officer, Director*
- ------------------------------------------------------------------------------
 David M. Znamierowski        Senior Vice President, Director*
- ------------------------------------------------------------------------------
   
Unless otherwise indicated, the principal business address of each of 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.

<PAGE>

Item 27.  Number of Contract Owners
   
          As of March 31, 1999 there were 240,709 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 III, Section 1 of the Registrant's bylaws, the
          Registrant must indemnify both directors and officers of the
          Registrant for (1) any claims and liabilities to which they become
          subject by reason of being or having been a directors or officers of
          the company and legal and (2) other expenses incurred in defending
          against such claims, in each case, to the extent such is consistent
          with statutory provisions.

          Additionally, the directors and officers of Hartford and Hartford
          Securities Distribution Company, Inc. ("HSD") are covered under a
          directors and officers liability insurance policy issued to The
          Hartford Financial Services Group, Inc. and its subsidiaries.  Such
          policy will reimburse the Registrant for any


<PAGE>

          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 Insurance Company - Separate Account Seven
          Hartford Life and Annuity Insurance Company - Separate Account One

<PAGE>
   
          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
          Alpine Life Insurance Company - Separate Account One
          Alpine Life Insurance Company - Separate Account Two
          American Maturity Life Insurance Company - Separate Account AMLVA
          Royal Life Insurance Company - Separate Account One
          Royal Life Insurance Company - Separate Account Two
    
     (b)  Directors and Officers of HSD

          Name and Principal                Positions and Offices
          Business Address                   With  Underwriter
          ------------------                 --------------------
          Lowndes A. Smith              President and Chief Executive Officer,
                                        Director
          Thomas M. Marra               Executive Vice President, Director
          Peter W. Cummins              Senior Vice President
          Lynda Godkin                  Senior Vice President, General Counsel
                                        and Corporate Secretary
          David T. Foy                  Treasurer
          George R. Jay                 Controller
   
          Unless otherwise indicated, the principal business address of each 
          of 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.  Undertakings

          (a)  The Registrant hereby undertakes to file a post-effective
               amendment to this Registration Statement as frequently as is
               necessary to ensure that the audited financial statements in the
               Registration Statement are never more than 16 months old so long
               as payments under the variable annuity Contracts may be accepted.

<PAGE>

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

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

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

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


<PAGE>

                                     SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant has caused this Registration Statement to be signed on its
behalf, in the Town of Simsbury, and State of Connecticut on this 9th day of
April, 1999.

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


*By:    Thomas M. Marra                             *By: /s/ Marianne O'Doherty
        -------------------------------------            ----------------------
        Thomas M. Marra, Senior Vice President               Marianne O'Doherty
                                                            Attorney-in-Fact

HARTFORD LIFE INSURANCE COMPANY
      (Depositor)

*By:    Thomas M. Marra
     -----------------------------------------
        Thomas M. Marra, Senior Vice President


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

Gregory A. Boyko, Senior Vice President,
    Director *                                    *By: /s/ Marianne  O'Doherty
Lynda Godkin, Senior Vice President, General           -----------------------
    Counsel and Corporate Secretary, Director*             Marianne O'Doherty
Thomas M. Marra, Executive Vice                            Attorney-in-Fact
    President, Director *      
Lowndes A. Smith, President and                    Dated:  April 9, 1999
    Chief Executive Officer, 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 9, 1999                              LYNDA GODKIN, Senior Vice President,
                                           General Counsel & Corporate Secretary


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

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

Dear Sir/Madam:

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

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

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

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

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

<PAGE>

Board of Directors
April 9, 1999
Page 2


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

Sincerely yours,

/s/ Lynda Godkin

Lynda Godkin



<PAGE>


                                     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. 333-66939 for Hartford Life Insurance Company
Putnam Capital Manager Trust Separate Account on Form N-4.


Hartford, Connecticut                   /s/ Arthur Andersen LLP
April 12, 1999



<PAGE>

                        HARTFORD LIFE INSURANCE COMPANY

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

                               Gregory A. Boyko
                                 David T. Foy
                                 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, Christine Repasy, 
Marianne O'Doherty, Thomas S. Clark and Brian Lord 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 under the Securities Act of 1933 and/or the Investment Company Act of 
1940, and do hereby ratify any such signatures heretofore made by such 
persons.

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

/s/ Gregory A. Boyko                    Dated as of January 15, 1999
- ------------------------------
Gregory A. Boyko

/s/ David T. Foy                        Dated as of January 15, 1999
- ------------------------------
David T. Foy

/s/ Lynda Godkin                        Dated as of January 15, 1999
- ------------------------------
Lynda Godkin

/s/ Thomas M. Marra                     Dated as of January 15, 1999
- ------------------------------
Thomas M. Marra

/s/ Lowndes A. Smith                    Dated as of January 15, 1999
- ------------------------------
Lowndes A. Smith

/s/ Raymond P. Welnicki                 Dated as of January 15, 1999
- ------------------------------
Raymond P. Welnicki

/s/ Lizabeth H. Zlatkus                 Dated as of January 15, 1999
- ------------------------------
Lizabeth H. Zlatkus

/s/ David M. Znamierowski               Dated as of January 15, 1999
- ------------------------------
David M. Znamierowski


<PAGE>


                                                     ORGANIZATIONAL CHART


<TABLE>
<CAPTION>

<S>                                                                                        <C>

                                           THE HARTFORD FINANCIAL SERVICES GROUP, INC.
                                                           (DELAWARE)
                                                                |
                                                                ---------------------------------------------
                                                     NUTMEG INSURANCE COMPANY                               |
                                                           (CONNECTICUT)                         THE HARTFORD INVESTMENT
                                                                |                                   MANAGEMENT COMPANY
                                                 HARTFORD FIRE INSURANCE COMPANY                         (DELAWARE)
                                                           (CONNECTICUT)                                    |
                                                                |                                           |
                                            HARTFORD ACCIDENT AND INDEMNITY COMPANY                HARTFORD INVESTMENT
                                                           (CONNECTICUT)                              SERVICES, INC.
                                                                |                                      (CONNECTICUT)
                                                       HARTFORD LIFE, INC.
                                                           (DELAWARE)
                                                                |
                                           HARTFORD LIFE & ACCIDENT INSURANCE COMPANY
                                                           (CONNECTICUT)
                                                                |
                                                                |
                                                                |
        -------------------------------------------------------------------------------------------------------------------------
        |          |       |              |                   |                |               |             |             |
ITT HARTFORD LIFE  |       |              |                   |                |               |           HLIC         PLANCO
INTERNATIONAL LTD. |       |              |                   |                |               |          CANADA       FINANCIAL
  (CONNECTICUT)    |       |              |                   |                |               |      HOLDINGS, INC.   SERVICES,
        |          |       |              |                   |                |               |        (CANADA)     INCORPORATED
        |          |       |              |                   |                |               |             |     (PENNSYLVANIA)
        |          |       |              |                   |                |               |             |             |
        |          |  ALPINE LIFE  HARTFORD FINANCIAL   HARTFORD LIFE       HARTFORD        AMERICAN         |             |
        |          |   INSURANCE     SERVICES LIFE    INSURANCE COMPANY    FINANCIAL      MATURITY LIFE      |             |
        |          |    COMPANY      INSURANCE CO.      (CONNECTICUT)    SERVICES, LLC  INSURANCE COMPANY    |             |
        |          | (CONNECTICUT)   (CONNECTICUT)            |           (DELAWARE)      (CONNECTICUT)      |      PLANCO, INC.
        |          |                                          |                |               |             |     (PENNSYLVANIA)
        |          |      -------------------------------------                |       AML FINANCIAL, INC.   |
  HARTFORD CALMA   |      |                 |                 |                |         (CONNECTICUT)       |
    COMPANY        | ROYAL LIFE          HARTFORD          HARTFORD            |                         HARTFORD
   (FLORIDA)       | INSURANCE         INTERNATIONAL       LIFE AND            |                       LIFE INSURANCE
                   |  COMPANY        LIFE REASSURANCE   ANNUITY INSURANCE      |                         COMPANY 
                   | OF AMERICA            CORP.           COMPANY             |                         OF CANADA
                   |(CONNECTICUT)      (CONNECTICUT)     (CONNECTICUT)         |                          (CANADA)
                   |                                          |                |
                   |                                          |                |
                   |                                     ITT HARTFORD          |
                   |                                      LIFE, LTD.           |
                   |                                      (BERMUDA)            |
                   |                                                           |
                   |                                                           |
         ----------|         ---------------------------------------------------------------------------------------------
         |                   |                     |                     |                  |                            |
   INTERNATIONAL           MS FUND          HL INVESTMENT           HARTFORD       HARTFORD SECURITIES        HARTFORD COMP. EMP.
     CORPORATE         AMERICA 1993-K       ADVISORS, LLC         EQUITY SALES        DISTRIBUTION              BENEFITS SERVICE
MARKETING GROUP, INC.     SPE, INC.         (CONNECTICUT)         COMPANY, INC.       COMPANY, INC.                  COMPANY
   (CONNECTICUT)         (DELAWARE)              |                (CONNECTICUT)       (CONNECTICUT)                (CONNECTICUT)
         |                                       |
         |                                       |
   THE EVERGREEN                         HARTFORD INVESTMENT
    GROUP, INC.                          FINANCIAL SERVICES
    (NEW YORK)                                 COMPANY
                                              (DELAWARE)
</TABLE>

<PAGE>
<TABLE>
<S>                                                                                        <C>

                                           THE HARTFORD FINANCIAL SERVICES GROUP, INC.
                                                           (DELAWARE)
                                                                |
                                                     NUTMEG INSURANCE COMPANY
                                                           (CONNECTICUT)
                                                                |
                                                 HARTFORD FIRE INSURANCE COMPANY
                                                           (CONNECTICUT)
                                                                |
     ----------------------------------------------------------------------------------------------------------------------------
     |           |                                              |
     |           |                                       ITT HARTFORD LIFE                
     |           |                                -------INTERNATIONAL LTD.
     |           |                                |       (CONNECTICUT)
     |           |                                |             |         
     |           |                                |        ITT HARTFORD    
     |           |                                |    ----SUDAMERICANA    
     |           |                                |   |     HOLDING S.A.    
     |           |                                |   |    (ARGENTINA)     
     |           |                                |   |------------------------------------------------------
     |           |                                |   |                               |                      |
     |           |                                |   |        HARTFORD            GALICIA              INSTITUTO DE
     |           |                                |   |        SEGUROS          VIDA COMPANIA        SALTA COMPANIA DE
     |           |                                |   |--------DE VIDA         DE SEGUROS S.A.      SEGUROS DE VIDA S.A.
     |           |                                |   |       (URUGUAY)          (ARGENTINA)            (ARGENTINA)
     |           |                                |   |    
     |           |             ICATU              |   |      ITT HARTFORD   
     |           |            HARTFORD            |   |-----SEGUROS DE VIDA 
     |           |          SEGUROS S.A.----------|   |       (ARGENTINA)
     |           |            (BRAZIL)            |   |                     
     |           |                |               |   |                     
     |           |                |               |   |      ITT HARTFORD   
     |           |   -- ----------|               |   |------SEGUROS DE    
     |           |   |            |               |   |       RETIRO S.A.   
     |           |   |            |               |   |       (ARGENTINA)   
     |-----------|----------------|---------------|---|--------------------------------------------------------------------------
     |           |   |            |               |   |
     |           |   |      ICATU HARTFORD        |   |  CONSULTORA DE CAPITALES
     |           |   |     FUNDO DE PENSAO        |   |   S.A. SOCIEDAD GERENTE
     |           |   |         (BRAZIL)           |   |----DE FONDOS COMUNES
     |           |   |            |               |   |      DE ENVERSION
     |           |   |            |               |   |       (ARGENTINA)
     |           |   |      ICATU HARTFORD        |   |
     |           |   |    CAPITALIZACAO S.A.      |   |          CLARIDAD
     |           |   |         (BRAZIL)           |   |     ADMINISTRADORA DE
     |           |   |            |               |   |---FONDOS DE JUBILACIONES
     |           |   |        BRAZILCAP           |   |      Y PENSIONES S.A.
     |           |   |     CAPITALIZACAO S.A.     |   |       (ARGENTINA)
     |           |   |         (BRAZIL)           |   |
     |           |   |                            |   |
     |           |    --------------------------  |   |
     |           |---------------              |  |   |
     |                          |              |  |   |
HARTFORD FIRE               HARTFORD FIRE      |  |   |------- SEGPOOL S.A.
INTERNATIONAL------------INTERNATIONAL, LTD.   |  |   |        (ARGENTINA)
(GERMANY) GMBH              (CONNECTICUT)      |  |   |
(WEST GERMANY)                                 |  |   |
                                               |  |   |
                           ICATU HARTFORD      |  |   |         THESIS S.A.
                            ADMINISTRACAO      |  |   |-------- (ARGENTINA)
                          DE BENEFICIOS LTDA-- |  |   |
                              (BRAZIL)            |   |
                                                  |   |
                                  -----------------   |
                                  |                   |
                                 CAB                  |--------- U.O.R., S.A.
                             CORPORATION                         (ARGENTINA)
                       (BRITISH VIRGIN ISLANDS)       

</TABLE>
<PAGE>
<TABLE>
<S>                                                                                        <C>
                                           THE HARTFORD FINANCIAL SERVICES GROUP, INC.
                                                           (DELAWARE)
                                                                |
                                                     NUTMEG INSURANCE COMPANY
                                                           (CONNECTICUT)
                                                                |
                                                 HARTFORD FIRE INSURANCE COMPANY
                                                           (CONNECTICUT)
                                                                |
- --------------------------------------------------------------------------------------------------------------------------------|
                                                                                                      |                         |
                                                                                         THE HARTFORD INTERNATIONAL             |
                |-----------------------------------------------------------------------FINANCIAL SERVICES GROUP, INC.          |
                |                                 |                    |                          (DELAWARE)                    |
                |                                 |                    |         ----------------------|-----------------       |
                |                                 |                    |         |                     |         |       |      |
             ZWOLSCHE                             |                    |    ITT HARTFORD         LONDON AND      |   HARTFORD   |
          ALGEMEENE N.V.                          |                    | INTERNATIONAL, LTD.     EDINBURGH       | EUROPE, INC. |
          (NETHERLANDS)                           |                    |       (U.K.)       INSURANCE GROUP, LTD.|  (DELAWARE)  |
                |                                 |                    |                           (U.K.)        |              |
                |                                 |                    |                             |           |              |
                |                                 |                    |                -------------            |              |
                |                                 |                    |                |                        |              |
                |                           ITT ASSURANCES      HARTFORD INTERNATIONAL  |    LONDON AND          --ITT ERCOS    |
                |                              S.A.              INSURANCE CO., N.V.    |---  EDINBURGH           DE SEGUROS Y  |
                |    ZWOLSCHE ALGEMEENE      (FRANCE)                (BELGIUM)          | INSURANCE CO., LTD.    REASEGUROS S.A.|
                |----SCHADEVERZEKERING                                   |              |        (U.K.)             (SPAIN)     |
        --------|          N.V.-----------------------------------       |              |            |                          |
        |       |      (NETHERLANDS)                              |      |              |            |                          |
       Z.A.     |                                                 |      |              |   EXCESS INSURANCE                    |
- --VERZEKERINGEN |                                                 |      |              |     COMPANY LTD.                      |
|      N.V.     |      ZWOLSCHE ALGEMEENE                         |      |              |        (U.K.)                         |
|  (BELGIUM)    |------HERVERZEKERING B.V.                        |      |              |                                       |
|   |      -----|        (NETHERLANDS)                            |      |              |      LONDON AND                       |
|   |     |     |                                                 |      |              |--- EDINBURGH LIFE                     |
| Z.A. LUX S.A. |                                                 |      |              |  ASSURANCE CO., LTD.                  |
| (LUXEMBURG)   |    ZWOLSCHE ALGEMEENE                           |      |              |         (U.K.)                        |
|               |--LEVENS-VERZEKERING N.V.------------            |      |              |                                       |
|               |      (NETHERLANDS)                 |            |      |              |                                       |
- ----------------|------------------------------------|------------|------|--------------|---------------------------------------|
|               |                                    |            |      |              |                                       |
|       --------                                     |            |      |              |                                       |
|       |       |                                    |            |      |              |                                       |
|   ZWOLSCHE    |    ZWOLSCHE ALGEMEENE       ZWOLSCHE ALGEMEENE  |      |              |                                       |
|  ALGEMEENE    |-----HYPOTHEKEN N.V.        BELEGGINGEN III B.V. |      |              |                                       |
|  EUROPA B.V.  |      (NETHERLANDS)             (NETHERLANDS)    |      |              |                                       |
| (NETHERLANDS) |                                       ----------       |              |                                       |
- --------|       |                                       |                |              |                                       |
                |      EXPLOITATIEMAAT-          BELEGGINGSMAAT-         |              |                                       |
                |-----   SCHAPPIJ                 SCHAPPIJ               |              |                                       |
                |      BUIZERDLAAN B.V.          BUIZERDLAAN B.V.        |              |                                       |
                |        (NETHERLANDS)             (NETHERLANDS)         |              |                                       |
                |                                                        |              |                                       |
                |                                                        |              |                                  -----
                |          HOLLAND                                       |              |--------------------------        |
                |---- BELEGGINGSGROEP B.V.                               |              |                          |       |
                        (NETHERLANDS)                                    |              |-----------------         |       |
                                                                         |       -------|                 |        |       |
                                                                         |       |      |                 |        |       |
                                                                         |       |      |                 |        |       |
                                                                    F.A. KNIGHT  |  MACALISTER &    LONDON AND     | HARTFORD FIRE
                                                                     & SON N.V.  |  DUNDAS, LTD.     EDINBURGH     | INTERNATIONAL
                                                                     (BELGIUM)   |   (SCOTLAND)     TRUSTEES, LTD. |   SERVICIOS
                                                                                 |                    (U.K.)       |    (SPAIN)
                                                                                  -------------------------        -----------
                                                                                        |                 |                |
                                                                                    FENCOURT           QUOTEL        LONDON AND
                                                                                  PRINTERS, LTD.      INSURANCE       EDINBURGH
                                                                                     (U.K.)         SYSTEMS, LTD.  SERVICES, LTD.
                                                                                                       (U.K.)           (U.K.)
                                                                                                          |
                                                                                                      EUROSURE
                                                                                                      INSURANCE
                                                                                                    MARKETING, LTD.
                                                                                                        (U.K.)

</TABLE>


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