HARTFORD LIFE & ACCIDENT INSURANCE CO SEPARATE ACCT ONE
POS AMI, 1995-04-28
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<PAGE>
                                                               File No. 33-43398

                        Securities and Exchange Commission
                                Washington, D.C.

                                    Form N-4
                                      -----
                   Pre-Effective Amendment No.           /   /
                                              ------     ----
   
                                      -----
                   Post-Effective Amendment No.   6      / X /
                                                -----    ----
    
                                      and/or
         Registration Statement Under the Investment Company Act of 1940
   
                                Amendment No.   6
                                              -----
                        (check appropriate box or boxes)
    
                  Hartford Life and Accident Insurance Company
                              Separate Account One
                           (Exact Name of Registrant)

                  Hartford Life and Accident Insurance Company
                              Separate Account One
                               (Name of Depositor)
                                  P.O. Box 2999
                            Hartford, CT  06104-2999
                   (Address of Depositor's Principal Offices)
                  Depositor's Telephone Number:  (203) 843-8847

                             Rodney Vessels, Esquire
                                  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 this Registration
Statement.

It is proposed that this filing will become effective:
   
               immediately upon filing pursuant to paragraph (b) of Rule 485
       ------
          X    on (May 1, 1995) pursuant to paragraph (b)(1)(v) of Rule 485
       ------
               60 days after filing pursuant to paragraph (a)(1) of Rule 485
       ------
               on May 1, 1995 pursuant to paragraph (a)(1) of Rule 485
       ------
               75 days after filing pursuant to paragraph (a)(2) of Rule 485
       ------
               on_______________ pursuant to paragraph (a)(2) of Rule 485
       ------
    

<PAGE>

                                       -2-


                Calculation of Registration Fee Under Securities Act of 1933
- - --------------------------------------------------------------------------------
Title of         Amount      Proposed Maximum  Proposed Maximum   Amount of
Securities        Being         Offering         Aggregate       Registration
Being Requested  Registered  Price Per Unit    Offering Price        Fee
- - --------------------------------------------------------------------------------
                                                                  Paid
Hartford Life and Accident    Pursuant to Regulation 270. 24f-2 under the
Insurance Company             Investment Company Act of 1940, Registrant has
Separate Account One          previously elected to register an indefinite
Units of Interest             number of units of interest in this Separate
                              Account.
- - --------------------------------------------------------------------------------

The Rule 24f-2 Notice for the Registrant's most recent fiscal year will be filed
on or about February  28 , 1995.


<PAGE>

                                       -3-

                              SEPARATE ACCOUNT ONE

                              CROSS REFERENCE SHEET
                             PURSUANT TO RULE 495(a)
                             -----------------------


             N-4 ITEM NO.                   PROSPECTUS HEADING
- - ----------------------------            ---------------------------
1.   Cover Page                         Cover Page

2.   Definitions                        Glossary of Special Terms

3.   Synopsis or Highlights             Summary

4.   Condensed Financial Information    Accumulation Unit Values; Yield
                                        Information

5.   General Description of Registrant, The Contract, Separate Account
     Depositor, and Portfolio Companies One and the Fixed Account; Hartford Life
                                        & Accident Insurance Company and the
                                        Funds; Miscellaneous

6.   Deductions                         Charges Under the Contract

7.   General Description of             Operation of the Contract;
     Annuity Contracts                  Payment of Benefits; The Contract;
                                        Separate Account One; and the Fixed
                                        Account

8.   Annuity Period                     Payment of Benefits

9.   Death Benefit                      Payment of Benefits; Operation of the
                                        Contract

10.  Purchases and Contract Value       Operation of the Contract

11.  Redemptions                        Payment of Benefits

12.  Taxes                              Federal Tax Considerations

13.  Legal Proceedings                  Miscellaneous - Are there any material
                                        legal proceedings affecting the Separate
                                        Account?

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



<PAGE>

                                       -4-











                                     PART A
<PAGE>

                                        5


                   HARTFORD LIFE & ACCIDENT INSURANCE COMPANY
                              SEPARATE ACCOUNT ONE
                   ------------------------------------------

This Prospectus describes the Director, individual and group tax deferred
variable annuity Contracts designed for retirement planning purposes.

The Contracts are issued by Hartford Life & Accident Insurance Company (HL&A).
Payments for the Contracts will be held in a series of Hartford Life & Accident
Insurance Company Separate Account One (Separate Account One or the "Separate
Account"), or in the Fixed Account of HL&A.  Allocations to and transfers to and
from the Fixed Account are not permitted in certain states.

The following Sub-Accounts are available under the Contracts.  Opposite each
Sub-Account is the name of the underlying investment for that Sub-Account.

     Advisers Fund Sub-Account     -  shares of Hartford Advisers Fund, Inc.
                                      ("Advisers Fund")
   
     Capital Appreciation Fund     -  shares of Hartford Capital Appreciation
     Sub-Account                      Fund, Inc. ("Capital Appreciation Fund")
                                      (formerly "Hartford Aggressive Growth
                                      Fund, Inc.")
    
     Bond Fund Sub-Account         -  shares of Hartford Bond Fund, Inc. ("Bond
                                      Fund")

     Dividend and Growth Fund      -  shares of Hartford Dividend and Growth
     Sub-Account                      Fund, Inc. ("Dividend and Growth Fund")


     Index Fund Sub-Account        -  shares of Hartford Index Fund, Inc.
                                      ("Index Fund")
   
     International Advisers Fund   -  shares of Hartford International Advisers
     Sub-Account                      Fund, Inc. ("International Advisers
                                      Fund").
    
     International Opportunities   -  shares of Hartford International
     Fund Sub-Account                 Opportunities Opportunities Fund, Inc.
                                      ("International Opportunities Fund")

     Money Market Fund             -  shares of HVA Money Market Fund, Inc.
     Sub-Account                      ("Money Market Fund")

     Mortgage Securities Fund      -  shares of Hartford Mortgage Securities
     Sub-Account                      Fund, Inc. ("Mortgage Securities Fund")


     Stock Fund Sub-Account        -  shares of Hartford Stock Fund, Inc.
                                      ("Stock Fund")


<PAGE>

                                        6

This Prospectus sets forth the information concerning the Separate Account and
the Fixed Account, where available, that investors should know before investing.
This Prospectus should be kept for future reference.  Additional information
about the Separate Account and the Fixed Account has been filed with the
Securities and Exchange Commission and is available without charge upon request.
To obtain the Statement of Additional Information send a written request to
Hartford Life & Accident Insurance Company, Attn:  Individual Annuity
Operations, P.O. Box 5085, Hartford, CT  06102-5085.  The Table of Contents for
the Statement of Additional Information may be found on page ___  of this
Prospectus.  The Statement of Additional Information is incorporated by
reference to this Prospectus.
- - --------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
- - --------------------------------------------------------------------------------
VARIABLE ANNUITY CONTRACTS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR ENDORSED OR
GUARANTEED BY, ANY BANK, NOR ARE THEY FEDERALLY INSURED OR OTHERWISE PROTECTED
BY THE FDIC, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY; THEY ARE SUBJECT TO
INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED.
- - --------------------------------------------------------------------------------

Prospectus Dated:  May 1, 1995
Statement of Additional Information Dated:  May 1, 1995


<PAGE>

                                        7


                                TABLE OF CONTENTS
                                -----------------
                                                                            PAGE

FEE TABLE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SUMMARY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

PERFORMANCE RELATED INFORMATION. . . . . . . . . . . . . . . . . . . . .

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

THE CONTRACT, SEPARATE ACCOUNT ONE AND THE FIXED ACCOUNT . . . . . . . .

     What are the Contracts? . . . . . . . . . . . . . . . . . . . . . .

     Who can buy these Contracts?. . . . . . . . . . . . . . . . . . . .

     What is the Separate Account and how does it operate? . . . . . . .

     What is the Fixed Account and how does it operate?. . . . . . . . .

     May I transfer assets between Sub-Accounts? . . . . . . . . . . . .

     May I transfer assets between the Fixed Account and the Sub-Accounts?

OPERATION OF THE CONTRACT. . . . . . . . . . . . . . . . . . . . . . . .

     How is my Premium Payment credited? . . . . . . . . . . . . . . . .

     What size Premium Payments must I make? . . . . . . . . . . . . . .

     What if I am not satisfied with my purchase?. . . . . . . . . . . .

     May I assign or transfer my Contract? . . . . . . . . . . . . . . .

     How do I know what my Contract is worth?. . . . . . . . . . . . . .

     How is the Accumulation Unit value determined?. . . . . . . . . . .

     How are the underlying Fund shares valued?. . . . . . . . . . . . .


<PAGE>

                                        8

                                TABLE OF CONTENTS
                                                                            PAGE


     How is the value of the Fixed Account determined? . . . . . . . . .

PAYMENT OF BENEFITS. . . . . . . . . . . . . . . . . . . . . . . . . . .

     What would my Beneficiary receive as a death benefit? . . . . . . .

     How can a Contract be redeemed or surrendered?. . . . . . . . . . .

     Can payment of a redemption, surrender or death benefit ever be
     postponed beyond the seven day period?. . . . . . . . . . . . . . .

     May I surrender once Annuity payments have started? . . . . . . . .

     What are my Annuity Benefits? . . . . . . . . . . . . . . . . . . .

     How are Annuity payments determined?. . . . . . . . . . . . . . . .

CHARGES UNDER THE CONTRACTS. . . . . . . . . . . . . . . . . . . . . . .

     How are the sales charges under the Contracts made? . . . . . . . .

     Is there ever a time when the sales charges do not apply? . . . . .

     What do the sales charges cover?. . . . . . . . . . . . . . . . . .

     What is the mortality and expense risk charge?. . . . . . . . . . .

     Are there any administrative charges? . . . . . . . . . . . . . . .

     How much are the deductions for Premium Taxes?. . . . . . . . . . .

HARTFORD LIFE & ACCIDENT INSURANCE COMPANY AND THE FUNDS . . . . . . . .

     What is HL&A? . . . . . . . . . . . . . . . . . . . . . . . . . . .

     What are the Funds? . . . . . . . . . . . . . . . . . . . . . . . .

<PAGE>

                                        9

                                TABLE OF CONTENTS

                                                                            PAGE

     Does HL&A have any interest in the Funds?

FEDERAL TAX CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . .

MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

     What are my voting rights?. . . . . . . . . . . . . . . . . . . . .

     Will other Contracts be participating in the Separate Account?. . .

     How are the Contracts sold?. . . . . . . . . . . . . . . . . . . .

     Who is the custodian of the Separate Account's assets?. . . . . . .

     Are there any material legal proceedings affecting the
     Separate Account? . . . . . . . . . . . . . . . . . . . . . . . . .

     Who has passed on the legal matters affecting the Separate Account?

     Are you relying on any experts as to any portion of this Prospectus?

     How may I get additional information? . . . . . . . . . . . . . . .

APPENDIX I - Information Regarding Tax Qualified Plans . . . . . . . . .

TABLE OF CONTENTS FOR STATEMENT OF ADDITIONAL INFORMATION

<PAGE>

                                       10


                          GLOSSARY OF SPECIAL TERMS


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

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

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

ANNUITY COMMENCEMENT DATE:  The date on which Annuity payments are to commence.
Under group unallocated Contracts, the date for each Participant is determined
by the Contract Owner in accordance with the terms of the Plan.  It will always
be the fifteenth of a calendar month.

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

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

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

COMMISSION:  Securities and Exchange Commission.

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

CONTRACT ANNIVERSARY:  The anniversary of the Contract Date.

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

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

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

<PAGE>

                                       11


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

FIXED ANNUITY:  An Annuity providing for guaranteed payments which remain fixed
in amount throughout the payment period and which do not vary with the
investment experience of a separate account.
   
FUNDS:  The Funds described commencing on page____of this Prospectus and any
additional Funds which may be made available from time to time.
    
GENERAL ACCOUNT:  The General Account of HL&A which consists of all assets of
the Hartford Life & Accident Insurance Company other than those allocated to the
separate accounts of the Hartford Life & Accident Insurance Company.

HL:  Hartford Life Insurance Company.

HL&A:  Hartford Life & Accident Insurance Company.

HOME OFFICE OF THE COMPANY:  Currently located at 200 Hopmeadow Street,
Simsbury, CT.  All correspondence concerning this Contract should be sent to
P.O. Box 5085, Hartford, CT 06102-5085, Attn:  Individual Annuity Operations.
   
MINIMUM DEATH BENEFIT:  The minimum amount payable upon the death of a Contract
Owner, Annuitant or Participant, in the case of group Contracts prior to age 85
and before annuity payments have commenced.
    
   
PARTICIPANT:  (For Group Unallocated Contracts Only) - Any eligible employee of
an Employer/Contract Owner participating in the Plan.
    
   
PLAN:  A voluntary Plan of an employer which qualifies for special tax treatment
under a Section of the Internal Revenue Code.
    
PREMIUM PAYMENT:  The payment made to HL&A pursuant to the terms of the
Contract.

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

SEPARATE ACCOUNT:  The HL&A separate account entitled "Hartford Life & Accident
Insurance Company Separate Account One".

<PAGE>

                                       12


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

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

TERMINATION VALUE:  The Contract Value upon termination of the Contract prior to
the Annuity Commencement Date, less any applicable Premium Taxes, the Annual
Maintenance Fee and any applicable contingent deferred sales charges.
   
UNALLOCATED CONTRACTS:  Contracts issued to employers, or other entity, as
Contract Owner under which no allocation of Contract Values is made for a
specific Participant.  The Plans will be responsible for the individual
allocations.
    
VALUATION DAY:  Every day the New York Stock Exchange is open for trading.  The
value of the Separate Account is determined at the close of the New York Stock
Exchange (currently 4:00 p.m. Eastern Time) on such days.

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

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

<PAGE>
Prospectus -    Director Hartford Life & Accident
   
<TABLE>
<CAPTION>
                                     SUMMARY
                         Contract Owner Transaction Expense
                           (All Sub Accounts)
<S>                                                                                                                      <C>
Sales Load Imposed on Purchases (as a percentage of premium payments)  . . . . . . . . . . . . . . . . . . .             None
Exchange Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               $0
Deferred Sales Load (as a percentage of amounts withdrawn) . . . . . . . . . . . . . . . . . . . . . . . . .
           First Year (1). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               7%
           Second Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               6%
           Third Year  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               5%
           Fourth Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               4%
           Fifth Year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               3%
           Sixth Year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               2%
           Seventh Year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               1%
           Eighth Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               0%
Annual Contract Fee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              $25 (2)

Annual Expenses - Separate Account
(as a percentage of average account value)
           Mortality and Expense Risk                                                                                  1.250%
</TABLE>
    

   
<TABLE>
<CAPTION>
                             Annual Fund Operating Expense
                            (as a percentage of net assets)
                                                                                                              Total Fund
                                                                      Management          Other               Operating
                                                                        Fees              Expenses            Expenses
                                                                      --------            --------            --------
<S>                                                                   <C>                 <C>                 <C>
Hartford Bond Fund . . . . . . . . . . . . . . . . . . . .            0.500%                0.047%              0.547%
Hartford Stock Fund. . . . . . . . . . . . . . . . . . . .            0.462%                0.039%              0.501%
HVA Money Market Fund  . . . . . . . . . . . . . . . . . .            0.425%                0.049%              0.474%
Hartford Advisers Fund . . . . . . . . . . . . . . . . . .            0.615%                0.040%              0.655%
Hartford Capital Appreciation Fund.. . . . . . . . . . . . . .            0.675%                0.045%              0.720%
Hartford Mortgage Securities Fund. . . . . . . . . . . . .            0.425%                0.052%              0.477%
Hartford Index Fund. . . . . . . . . . . . . . . . . . . .            0.375%                0.079%              0.454%
Hartford International Opportunities Fund. . . . . . . . .            0.725%                0.126%              0.851%
Hartford Dividend & Growth Fund. . . . . . . . . . . . . .            0.668%                0.166%              0.834%
Hartford International Advisers Fund (3) . . . . . . . . .            0.750%                0.250%              1.000%

<FN>
(1) Length of time from premium payment.

(2) The annual contract fee is a single $25 charge on a Contract. It is deducted
proportionally from the investment options in use at the time of the charge. In
the Example, the annual contract fee is approximated as a 0.07% annual asset
charge based on the experience of the Contracts.

(3) Hartford International Advisers Fund is a new fund; operating expenses are
based on annualized estimates of such expenses to be incurred in the current
fiscal year.
</TABLE>
    


<PAGE>
   
<TABLE>
<CAPTION>

EXAMPLE

                                                  If you surrender your contract at            If you annuitize at the end of the
                                                  the end of the applicable time period:       applicable time period:
                                                  You would pay the following expenses         You would pay the following expenses
                                                  on a $1,000 investment, assuming a 5%        on a $1,000 investment, assuming a -
                                                  annual return on assets:                     annual return on assets:
                                                  ------   ------    ------    -------         ------   ------    ------    --------
Sub-Account                                       1 year   3 years   5 years   10 years        1 year   3 years   5 years   10 years
- - -----------                                       ------   -------   -------   --------        ------   -------   -------   --------

<S>                                                 <C>      <C>       <C>       <C>            <C>       <C>      <C>       <C>
Hartford Bond Fund . . . . . . . . . . . . .        $89      $109      $132      $220           $18       $58      $101       219
Hartford Stock Fund. . . . . . . . . . . . .         89       108       129       215            18        57        99       214
HVA Money Market Fund. . . . . . . . . . . .         88       107       128       212            18        56        97       211
Hartford Advisers Fund . . . . . . . . . . .         90       113       137       232            20        62       107       231
Hartford Capital Appreciation Fund . . . . .         91       115       141       239            20        64       110       238
Hartford Mortgage Securities Fund. . . . . .         88       107       128       213            18        56        97       212
Hartford Index Fund. . . . . . . . . . . . .         88       106       127       210            17        56        96       209
Hartford International Opportunities Fund. .         92       119       148       252            22        68       117       252
Hartford Dividend & Growth Fund. . . . . . .         92       118       147       251            21        67       116       250
Hartford International Advisers Fund . . . .         94       123       155       268            23        72       125       267


                                                  If you do not surrender your
                                                  contract:
                                                  You would pay the following expenses
                                                  on a $1,000 investment, assuming a 5%
                                                  annual return on assets:
                                                  ------   ------    ------    -------
Sub-Account                                       1 year   3 years   5 years   10 years
- - -----------                                       ------   -------   -------   --------

<S>                                                 <C>      <C>       <C>       <C>
Hartford Bond Fund . . . . . . . . . . . . .        $19       $59      $102      $220
Hartford Stock Fund. . . . . . . . . . . . .         19        58        99       215
HVA Money Market Fund. . . . . . . . . . . .         18        57        98       212
Hartford Advisers Fund . . . . . . . . . . .         20        63       107       232
Hartford Capital Appreciation Fund . . . . .         21        65       111       239
Hartford Mortgage Securities Fund. . . . . .         18        57        98       213
Hartford Index Fund. . . . . . . . . . . . .         18        56        97       210
Hartford International Opportunities Fund. .         22        69       118       252
Hartford Dividend & Growth Fund. . . . . . .         22        68       117       251
Hartford International Advisers Fund . . . .         24        73       125       268

</TABLE>
    
The purpose of this table is to assist the contract owner in understanding
various costs and expenses that a contract owner will bear directly or
indirectly.  The table reflects expenses of the Separate Account and underlying
Funds.  Premium taxes may also be applicable.
     This EXAMPLE should not be considered a representation of passed or future
expenses and actual expenses may be greater or less than those shown.


<PAGE>

                                       14


SUMMARY

A.   CONTRACTS OFFERED

     Individual and group tax-deferred Variable Annuity Contracts (see "C.
     Taxation of Annuities in General," page___).  Generally, the Contracts are
     purchased by completing an application or an order to purchase a Contract
     and submitting it, along with the initial Premium Payment, to HL&A for its
     approval.  A Contract Owner may at any time, within 10 days of delivery of
     a Contract sold hereunder, return the Contract to HL&A at its Home Office
     and the value of the Contract (without deduction for any charges normally
     assessed thereunder) will be refunded.  The Contract Owner bears the
     investment risk during the period prior to the Company's receipt of request
     for cancellation except for Contract owners in Georgia, North Carolina,
     South Carolina, Washington, West Virginia, Utah, and other states where
     required by law, who will be refunded the premium (see "How is my Premium
     Payment credited?" page___).

B.   ELIGIBLE PURCHASERS

     Any individual, group, or trust may purchase the Contracts, including any
     trustee or custodian for a retirement plan which qualifies for special
     federal tax treatment under the Internal Revenue Code, including individual
     retirement annuities ("Qualified Contracts").  (See "Federal Tax
     Considerations" commencing on page___and Appendix I commencing on page___.)

C.   MINIMUM PREMIUM PAYMENTS

     The minimum initial Premium Payment is $1,000.  Thereafter, the minimum
     payment is $500.  Certain plans or programs may make smaller periodic
     premium payments.  (See "What size Premium Payments must I make?" page___.)

D.   UNDERLYING INVESTMENTS FOR CONTRACTS

     Shares of Hartford Advisers Fund, Inc., Hartford Capital Appreciation Fund,
     Inc., Hartford Bond Securities Fund, Inc., Hartford Index Fund, Inc.,
     Hartford International Advisers Fund, Inc., Hartford International
     Opportunities Fund, Inc., Hartford Mortgage Securities Fund, Inc., Hartford
     Stock Fund, Inc., HVA Money Market Fund, Inc., and such other funds as
     shall be offered from time to time, and the Fixed Account, or a combination
     of the Funds and the Fixed Account.  Qualified Contracts issued prior to
     May 1, 1987 may also have shares of Hartford U.S. Government Money Market
     Fund, Inc.

<PAGE>

                                       15

E.   CHARGES UNDER THE CONTRACTS

     1.   SALES EXPENSES

          There is no deduction for sales expenses from Premium Payments when
          made.  However, a contingent deferred sales charge may be assessed
          against Contract Values when they are surrendered.  (See "Charges
          under the Contracts" commencing on page___.)

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

<TABLE>
<CAPTION>

               Charge         Length Of Time From Premiun Payment
               ------         -----------------------------------
                                       (Number of Years)

               <S>                           <C>
               7%                            1
               6%                            2
               5%                            3
               4%                            4
               3%                            5
               2%                            6
               1%                            7
               0%                            8 or more

</TABLE>

       No contingent deferred sales charge will be assessed in the event of
       death of the Annuitant or Contract Owner, or upon the exercise of the
       withdrawal privilege or if Contract Values are applied to an Annuity
       option provided for under the Contract (except that a surrender out of
       an Annuity Option Four will be subject to a contingent deferred sales
       charge where applicable).  (See "Is there ever a time when the sales
       charges do not apply?"  commencing on page___.)

   2.  WITHDRAWAL PRIVILEGE

       Withdrawals of up to 10% per Contract Year, on a noncumulative basis, of
       the Premium Payments made to a Contract may be made without the
       imposition of the

<PAGE>

                                       16


       contingent deferred sales charge.  (See "Is there ever a time when the
       sales charges do not apply?" commencing on page___.)  Certain plans or
       programs may have different withdrawal privileges.

   3.  ANNUAL MAINTENANCE FEE

       The Contracts provide for an administrative charge in the amount of
       $25.00 to be deducted from Contract Values each Contract Year.
       Contracts with a Contract Value of $50,000 or more at time of Contract
       Anniversary will not be assessed this fee.  (See "Are there any
       administrative charges?" commencing on page___.)

   4.  MORTALITY AND EXPENSE RISKS

       For assuming the mortality and expense risks under the Contracts, HL&A
       will make a 1.25% per annum charge against all Contract Values held in
       the Separate Account, except the Fixed Account. (See "What is the
       mortality and expense risk charge?" commencing on page___.)

   5.  PREMIUM TAXES

       A deduction will be made for Premium Taxes for Contracts sold in certain
       states.  (See "How much are the deductions for Premium Taxes?"
       commencing on page___.)

   6.  CHARGES BY THE FUNDS

       The Funds are subject to certain fees, charges and expenses (see the
       Prospectus for the Funds attached hereto).

F. LIQUIDITY

   Subject to any applicable charges, the Contracts may be surrendered, or
   portions of the value of such Contracts may be withdrawn, at any time prior
   to the Annuity Commencement Date.  However, if less than $1,000 remains in a
   Contract as a result of a withdrawal, HL&A may terminate the Contract in its
   entirety (see "How can a Contract be redeemed or surrendered?" commencing on
   page___).

G. MINIMUM DEATH BENEFITS

   A minimum death benefit is provided in the event of death of the Annuitant
   or Contract Owner prior to age 85 and before Annuity payments have
   commenced. (See "What would my Beneficiary receive as a death benefit?"
   commencing on page___.)

<PAGE>

                                       17


H. ANNUITY OPTIONS
   
   The Annuity Commencement Date may not be deferred beyond the Annuitant's
   90th birthday except in certain states where the Annuitant's Commencement
   Date may not be deferred beyond the Annuitant's 85th birthday.  If a
   Contract Owner does not elect otherwise, the Contract Value (less applicable
   Premium Taxes) will be applied on the Annuity Commencement Date under the
   second option to provide a life annuity with 120 monthly payments certain
   (see "What Annuity Commencement Date and Form of Annuity may I elect?"
   commencing on page___).
    
I. VOTING RIGHTS OF CONTRACT OWNERS
   
   Contract Owners will have the right to vote on matters affecting the
   underlying Fund to the extent that proxies are solicited by such Fund.  If a
   Contract Owner does not vote, HL&A shall vote such interest in the same
   proportion as shares of the Fund for which instructions have been received
   by HL&A (see "What are my voting rights?" commencing on page___).
    

<PAGE>
                            ACCUMULATION UNIT VALUES

          (For an accumulation unit outstanding throughout the period)
   
The following information has been examined by Arthur Andersen LLP,
independent public accountants, whose report thereon is included in the
Statement of Additional Information, which is incorporated by reference to this
Prospectus.
    
   
<TABLE>
<CAPTION>
                                                                          Year Ended December 31,
                                                             -----------------------------------------------------
                                                                   1994            1993            1992
                                                                   ----            ----            ----

<S>                                                         <C>              <C>             <C>
BOND SECURITIES FUND SUB-ACCOUNT
Accumulation unit value at beginning of period . . . . . .   $         1.694 $         1.556 $         1.516 (a)
Accumulation unit value at end of period . . . . . . . . .   $         1.607 $         1.694 $         1.556
Number accumulation units outstanding at end of period
 (in thousands). . . . . . . . . . . . . . . . . . . . . .               241             127           2,565
STOCK FUND SUB-ACCOUNT
Accumulation unit value at beginning of period . . . . . .   $         2.250 $         1.993 $         1.832 (a)
Accumulation unit value at end of period . . . . . . . . .   $         2.180 $         2.250 $         1.993
Number accumulation units outstanding at end of period
 (in thousands). . . . . . . . . . . . . . . . . . . . . .               714 $           524           8,883
MONEY MARKET FUND SUB-ACCOUNT
Accumulation unit value at beginning of period . . . . . .   $         1.424 $         1.401 $         1.388 (a)
Accumulation unit value at end of period . . . . . . . . .   $         1.462 $         1.424 $         1.401
Number accumulation units outstanding at end of period
 (in thousands). . . . . . . . . . . . . . . . . . . . . .               201             177           1,604
CAPITAL APPRECATION FUND SUB-ACCOUNT
Accumulation unit value at beginning of period . . . . . .   $         2.072 $         1.870 $         1.755 (a)
Accumulation unit value at end of period . . . . . . . . .   $         1.991 $         2.072 $         1.870
Number accumulation units outstanding at end of period
 (in thousands). . . . . . . . . . . . . . . . . . . . . .             5,389           3,836          19,302
AGGRESSIVE GROWTH FUND SUB-ACCOUNT
Accumulation unit value at beginning of period . . . . . .   $         2.583 $         2.165 $         1.816 (a)
Accumulation value at end of period. . . . . . . . . . . .   $         2.615 $         2.583 $         2.165
Number accumulation units outstanding at end of period
 (in thousands). . . . . . . . . . . . . . . . . . . . . .               704             568           4,649
MORTGAGE SECURITIES FUND SUB-ACCOUNT
Accumulation unit value at beginning of period . . . . . .   $         1.685 $         1.604 $         1.590 (a)
Accumulation unit value at end of period . . . . . . . . .   $         1.637 $         1.685 $         1.604
Number accumulation units outstanding at end of period
 (in thousands). . . . . . . . . . . . . . . . . . . . . .               191             164           7,312
INDEX FUND SUB-ACCOUNT
Accumulation unit value at beginning of period . . . . . .   $         1.755 $         1.629 $         1.535 (a)
Accumulation unit value at end of period . . . . . . . . .   $         1.750 $         1.755 $         1.629
Number accumulation units outstanding at end of period
 (in thousands). . . . . . . . . . . . . . . . . . . . . .               434             414           1,007
INTERNATIONAL OPPORTUNITIES FUND SUB-ACCOUNT
Accumulation unit value at beginning of period . . . . . .   $         1.220 $         0.924 $         0.981 (a)
Accumulation unit value at end of period . . . . . . . . .   $         1.181 $         1.220 $         0.924
Number accumulation units outstanding at end of period
 (in thousands). . . . . . . . . . . . . . . . . . . . . .             1,273             647           4,113
DIVIDEND & GROWTH FUND SUB-ACCOUNT
Accumulation unit value at beginning of period . . . . . .   $         1.000 (b)
Accumulation unit value at end of period . . . . . . . . .   $         1.008
Number accumulation units outstanding at end of period
 (in thousands). . . . . . . . . . . . . . . . . . . . . .                48


(a) Inception date July 1, 1992.
(b) Inception date March 8, 1994.
</TABLE>
    
<PAGE>


                                       19


                       PERFORMANCE RELATED INFORMATION

The Separate Account may advertise certain performance related information
concerning its Sub-Accounts.  Performance information about a Sub-Account is
based on the Sub-Account's past performance only and is no indication of future
performance.
   
Advisers Fund, Capital Appreciation Fund, The Bond Fund, Dividend and Growth
Fund, HVA Money Market Fund, Index Fund, International Advisers Fund,
International Opportunities Fund, Mortgage Securities Fund, Stock Fund, and U.S.
Government Money Market Fund Sub-Accounts may include total return in
advertisements or other sales material.
    
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 (assuming the deduction of any contingent
deferred sales charge which would be payable if the investment were redeemed at
the end of the period).

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

The Bond Fund and Mortgage Securities Fund Sub-Accounts may advertise yield in
addition to total return.  The yield will be computed in the following manner:
The net investment income per unit earned during a recent one month period is
divided by the unit value on the last day of the period.  This figure reflects
the recurring charges at the Separate Account level including the Annual
Maintenance Fee.

The HVA Money Market Fund and U.S. Government Money Market Sub-Accounts 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.

<PAGE>

                                       20


The Separate Account may also disclose yield, standard total return, and
non-standard total return 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.

                                  INTRODUCTION


This Prospectus has been designed to provide you with the necessary information
to make a decision on purchasing an individual or group tax-deferred Variable
Annuity Contract offered by HL&A in the Fixed Account and/or a series of
Separate Account One.  This Prospectus describes only the elements of the
Contracts pertaining to the Separate Account and the Fixed Account except where
reference to the General Account is specifically made.  Please read the Glossary
of Special Terms on pages   and   prior to reading this Prospectus to
familiarize yourself with the terms being used.


                                  THE CONTRACT,
                   SEPARATE ACCOUNT ONE, AND THE FIXED ACCOUNT

What are the Contracts?
   
     The Contract is an individual or group tax-deferred Variable Annuity
     Contract designed for retirement planning purposes.  Initially there are no
     deductions from your Premium Payments (except for Premium Taxes, if
     applicable) so your entire Premium Payment is put to work in the investment
     Sub-Account(s) of your choice or the Fixed Account.  Currently, there are
     ten Sub-Accounts, each investing in a different underlying Fund with its
     own distinct investment objectives.  More Sub-Accounts may be made
     available by HL&A at a later time.  You pick the Sub-Account(s) with the
     investment objectives that meet your needs.  You may select one or more
     Sub-Accounts and/or the Fixed Account and determine the percentage of your
     Premium Payment that is put into a Sub-Account or the Fixed Account.  You
     may also transfer assets among the Sub-Accounts and the Fixed Account so
     that your investment program meets your specific needs over time.  There
     are some limitations on the amounts in each Sub-Account and the Fixed
     Account.  These limitations are described later in this Prospectus.  In
     addition, there are certain other limitations on withdrawals and transfers
     of amounts in the Sub-Accounts and the Fixed Account, as described in this
     Prospectus.  (See "Charges Under the Contract" for a description of the
     charges for redeeming a Contract and other charges made under the
     Contract.)
    
<PAGE>

                                       21

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

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

     The Annuity Commencement Date and/or the Annuity option may be changed from
     time to time, but any such change must be made at least 30 days prior to
     the date on which Annuity payments are scheduled to begin.  If you do not
     elect otherwise, payments will begin at the Annuitant's age 90, except in
     certain states, payments will begin at the Annuitant's age 85 under Option
     2 with 120 monthly payments certain (Option 1 for Texas Contracts).

     When an Annuity is effected under a Contract, unless otherwise specified,
     Contract Values held in the Sub-Accounts will be applied to provide a
     Variable Annuity based on the pro rata amount in the various Sub-Accounts.
     Fixed Account Contract Values will be applied to provide a Fixed Account
     Annuity.  Variable Annuity payments will vary in accordance with the
     investment performance of the Sub-Accounts you have selected.  You should
     consider the question of allocation of Contract Values among Sub-Accounts
     of the Separate Account and the General Account of HL&A to make certain
     that Annuity payments are based on the investment alternative best suited
     to your needs for retirement.  The Contract allows the Contract Owner to
     change the Sub-Accounts on which variable payments are based after payments
     have commenced once every three (3) months.  Any Fixed Annuity allocation
     may not be changed.

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

<PAGE>

                                       22


Who can buy these Contracts?

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

What is the Separate Account and how does it operate?

     The Separate Account was established on May 20, 1991, in accordance with
     authorization by the Board of Directors of HL&A.  It is the Separate
     Account in which HL&A sets aside and invests the assets attributable to
     variable annuity Contracts, including the Contracts sold under this
     Prospectus.  Although the Separate Account is an integral part of HL&A, it
     is registered as a unit investment trust under the Investment Company Act
     of 1940.  This registration does not, however, involve Securities and
     Exchange Commission supervision of the management or the investment
     practices or policies of the Separate Account or HL&A.  The Separate
     Account meets the definition of "separate account" under federal securities
     law.

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

     Your investment in the Separate Account is allocated to one or more
     Sub-Accounts as per your specifications.  Each Sub-Account is invested
     exclusively in the assets of one underlying Fund.  Net Premium Payments and
     proceeds of transfers between Sub-Accounts

<PAGE>

                                       23


     are applied to purchase shares in the appropriate Fund at net asset value
     determined as of the end of the Valuation Period during which the payments
     were received or the transfer made.  All distributions from the Fund are
     reinvested at net asset value.  The value of your investment will therefore
     vary in accordance with the net income and fluctuation in the individual
     investments within the underlying Fund portfolio or portfolios.  During the
     Variable Annuity payout period, both your Annuity payments and reserve
     values will vary in accordance with these factors.

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

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

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

What is the Fixed Account and how does it operate?

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

<PAGE>

                                       24


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

     Currently, HL&A guarantees that it will credit interest at a rate of not
     less than 4% per year, compounded annually, to amounts allocated to the
     Fixed Account under the Contracts.  However, HL&A reserves the right to
     change the rate according to state insurance law.  HL&A may credit interest
     at a rate in excess of 4% per year; however, HL&A is not obligated to
     credit any interest in excess of 4% per year.  There is no specific formula
     for the determination of excess interest credits.  Some of the factors that
     HL&A may consider in determining whether to credit excess interest to
     amounts allocated to the Fixed Account and the amount thereof, are general
     economic trends, rates of return currently available and anticipated on
     HL&A's investments, regulatory and tax requirements and competitive
     factors.  ANY INTEREST CREDITED TO AMOUNTS ALLOCATED TO THE FIXED ACCOUNT
     IN EXCESS OF 4% PER YEAR WILL BE DETERMINED IN THE SOLE DISCRETION OF HL&A.
     THE OWNER ASSUMES THE RISK THAT INTEREST CREDITED TO FIXED ACCOUNT
     ALLOCATIONS MAY NOT EXCEED THE MINIMUM GUARANTEE OF 4% FOR ANY GIVEN YEAR.

May I transfer assets between Sub-Accounts?

     You may transfer the values of your Sub-Account allocations from one or
     more Sub-Accounts to another free of charge.  However, HL&A reserves the
     right to limit the number of transfers to twelve (12) per Contract Year,
     with no two (2) transfers occurring on consecutive Valuation Days.
     Transfers by telephone may be made by calling (800) 862-6668.  Telephone
     transfers may not be permitted by some states for their residents who
     purchase variable annuities.

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

<PAGE>

                                       25



     Subject to the exceptions set forth in the following paragraph, the right
     to reallocate Contract Values between the Sub-Accounts is subject to
     modification if HL&A determines, in its 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 Sub-Accounts and could include,
     but not be limited to, the requirement of a minimum time period between
     each transfer, not accepting transfer requests of an agent acting under a
     power of attorney on behalf of more than one Contract Owner, or limiting
     the dollar amount that may be transferred between the Sub-Accounts and the
     Fixed Account by a Contract Owner at any one time.  Such restrictions may
     be applied in any manner reasonably designed to prevent any use of the
     transfer right which is considered by HL&A to be to the disadvantage of
     other Contract Owners.

     For Contracts issued in the State of New York, 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 the Contract Owner and not from the Contract
     Owner's representative, agent or person acting under a power of attorney
     for the Contract Owner.

     Currently, and with respect to Contracts issued in all states, the only
     restriction in effect is that Hartford 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 Hartford.

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

May I transfer assets between the Fixed Account and the Sub-Accounts?

     Subject to the restrictions set forth above, transfers from the Fixed
     Account into a Sub-Account may be made at any time during the Contract
     Year.  The maximum amount which may be transferred from the Fixed Account
     during any Contract Year is the greater of 30% of the Fixed Account balance
     as of the last Contract Anniversary or the greatest amount of any prior
     transfer from the Fixed Account.  If HL&A permits preauthorized transfers
     from the Fixed Account to the Sub-Accounts, this restriction is
     inapplicable.  Also, if any interest rate is renewed at a rate of at least
     one percentage point less than the previous rate, the Contract Owner may
     elect to transfer up to 100% of the funds receiving the reduced rate within
     60 days of notification of the interest rate decrease.  Generally,
     transfers

<PAGE>

                                       26


     may not be made from any Sub-Account into the Fixed Account for the
     six-month period following any transfer from the Fixed Account into one or
     more of the Sub-Accounts.  HL&A reserves the right to defer transfers from
     the Fixed Account for up to six months from the date of request.

                            OPERATION OF THE CONTRACT


How is my Premium Payment credited?

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

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

     Subsequent Premium Payments are priced on the Valuation Day received by
     HL&A in its Home Office or other designated administrative offices.

What size Premium Payments must I make?

     The minimum initial Premium Payment is $1,000.  Thereafter, the minimum
     Premium Payment is $500.  Certain plans may make smaller periodic payments.
     Each Premium Payment may be split among the various Sub-Accounts and/or the
     Fixed Account subject to minimum amounts then in effect.

What if I am not satisfied with my purchase?

     If you are not satisfied with your purchase you may surrender the Contract
     by returning it within ten days (or longer in some states) after you
     receive it.  A written request for cancellation must accompany the
     Contract.  In such event, HL&A will, without deduction for any charges
     normally assessed thereunder, pay you an amount equal to the sum of (i) the

<PAGE>

                                       27


     difference between the Premium Payment and the amounts allocated to the Sub
     Account(s) and/or the Fixed Account under the Contract and (ii) the value
     of the Contract on the date of surrender attributable to the amounts so
     allocated.  You bear the investment risk during the period prior to HL&A's
     receipt of request for cancellation.  HL&A 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.

May I assign or transfer my Contract?

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

How do I know what my Contract is worth?

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

How is the Accumulation Unit value determined?

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

<PAGE>

                                       28


   Contract.  The Accumulation Unit Value is affected by the performance of the
   underlying Fund(s), expenses and deduction of the charges described in this
   Prospectus.

How are the underlying Fund shares valued?

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

How is the value of the Fixed Account determined?

   HL&A will determine the value of the Fixed Account by crediting interest to
   amounts allocated to the Fixed Account.  The minimum Fixed Account interest
   rate is 4%, compounded annually.  HL&A may credit a lower minimum interest
   rate according to state law.  HL&A, also, may credit interest at rates
   greater than the minimum Fixed Account interest rate.

                               PAYMENT OF BENEFITS

What would my Beneficiary receive as a death benefit?

   The Contracts provide that in the event the Annuitant dies before the
   selected Annuity Commencement Date, the Contingent Annuitant will become the
   Annuitant.  If the Annuitant dies before the Annuity Commencement Date and
   either (a) there is no designated Contingent Annuitant,(b) the Contingent
   Annuitant predeceases the Annuitant, or (c) if any Contract Owner dies
   before the Annuity Commencement Date, the Beneficiary, as determined under
   the Contract Control Provisions, will receive the Minimum Death Benefit as
   determined on the date of receipt of due proof of death by HL&A in its Home
   Office.  With regard to Joint Contract Owners, at the first death of a joint
   Contract Owner prior to the Annuity Commencement Date, the Beneficiary will
   be the surviving Contract Owner notwithstanding that the beneficiary
   designation may be different.

   However, if, upon death prior to the Annuity Commencement Date, the
   Annuitant or Contract Owner, as applicable, had not attained his 85th
   birthday the Beneficiary will receive the greatest of (a) the Contract Value
   determined as of the day written proof of death of such person is received
   by HL&A, or (b) 100% of the total Premium Payments made to such Contract,
   reduced by any prior surrenders, or (c) the Contract Value on the Specified
   Contract Anniversary immediately preceding the date of death, increased by
   the dollar amount of any Premium Payments made and reduced by the dollar
   amount of any partial terminations since the immediately preceding Specified
   Contract Anniversary in all states except North Carolina where the
   Beneficiary will receive the greater of the Contract Value for the premium
   payments as set forth in (a) and (b) above.


<PAGE>

                                       29


   If the deceased, the Annuitant or Contract Owner, as applicable, had
   attained age 85, then the Death Benefit will equal the Contract Value.

   Death Benefit proceeds will remain invested in the Separate Account in
   accordance with the allocation instructions given by the Certificate Owner
   until the proceeds are paid or HL&A receives new instructions from the
   Beneficiary.  The Death Benefit may be taken in one sum, payable within 7
   days after the date Due Proof of Death is received, or under any of the
   settlement options then being offered by the Company provided, however,
   that:  (a) in the event of the death of any Contract Owner prior to the
   Annuity Commencement Date, the entire interest in the Contract will be
   distributed within 5 years after the death of the Contract Owner and (b) in
   the event of the death of any Contract Owner or Annuitant which occurs on or
   after the Annuity Commencement Date, any remaining interest in the Contract
   will be paid at least as rapidly as under the method of distribution in
   effect at the time of death, or, if the benefit is payable over a period not
   extending beyond the life expectancy of the Beneficiary or over the life of
   the Beneficiary, such distribution must commence within one year of the date
   of death.  Notwithstanding the foregoing, in the event of the Contract
   Owner's death where the sole Beneficiary is the spouse of the Contract Owner
   and the Annuitant or Contingent Annuitant is living, such spouse may elect,
   in lieu of receiving the death benefit, to be treated as the Contract Owner.
   The proceeds due on the death may be applied to provide variable payments,
   fixed payments, or a combination of variable and fixed payments.

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

   For a discussion of the manner in which Annuity payments are determined and
   may vary from month to month (see "How are Annuity payments determined?"
   commencing on page___).

How can a Contract be redeemed or surrendered?

   At any time prior to the Annuity Commencement Date, you have the right,
   subject to any IRS provisions applicable thereto, to surrender the value of
   the Contract in whole or in part.

   FULL SURRENDERS

   At any time prior to the Annuity Commencement Date (and after the Annuity
   Commencement Date with respect to values applied to Option 4), the Contract
   Owner has

<PAGE>

                                       30


   the right to terminate the Contract.  In such event, the Termination Value
   of the Contract may be taken in the form of a lump sum cash settlement.

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

   PARTIAL SURRENDERS

   The Contract Owner may make a partial surrender of Contract Values at any
   time prior to the Annuity Commencement Date so long as the amount
   surrendered is at least equal to the minimum amount rules then in effect.
   Additionally, if the remaining Contract Value following a surrender is less
   than $1,000, HL&A may terminate the Contract and pay the Termination Value.
   For Contracts issued in Texas, there is an additional requirement that the
   Contract will not be terminated when the remaining Contract Value after a
   surrender is less than $1,000 unless there were no Premium Payments made
   during the previous two Contract Years.

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

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

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

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

<PAGE>

                                       31


   ANY SUCH 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 HIS TAX ADVISER BEFORE UNDERTAKING ANY SUCH SURRENDER.
   (SEE "FEDERAL TAX CONSIDERATIONS" COMMENCING ON PAGE___.)

   Payment on 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 the written request is received by HL&A at its Home Office, Attn:
   Individual Annuity Operations, P.O. Box 5085, Hartford, CT 06102-5085.  HL&A
   may defer payment of any amounts from the Fixed Account for up to six months
   from the date of the request for surrender.  If HL&A defers payment for more
   than 30 days, HL&A will pay interest of at least 4% per annum on the amount
   deferred.  In requesting a partial withdrawal you should specify the
   Sub-Account(s) and/or the Fixed Account from which the partial withdrawal is
   to be taken.  Otherwise, such withdrawal and any applicable contingent
   deferred sales charges will be effected on a pro rata basis according to the
   value in the Fixed Account and each Sub-Account under a Contract.  Within
   this context, the contingent deferred sales charges are taken from the
   Premium Payments in the order in which they were received:  from the
   earliest Premium Payments to the latest Premium Payments (see "How are the
   charges under these Contracts made?" page___).

Can payment of a redemption, surrender or death benefit ever be postponed beyond
the seven day period?

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

May I surrender once Annuity payments have started?

   No.  Surrenders are not permitted after Annuity payments commence EXCEPT
   that a full surrender is allowed when payments for a designated period
   (Option 4 or 5) are selected as the Annuity option.

<PAGE>

                                       32


What are my Annuity benefits?

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

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

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

   OPTION 1:  LIFE ANNUITY - A life Annuity is an Annuity payable during the
   lifetime of the Annuitant and terminating with the last payment preceding
   the death of the Annuitant.  This option offers the largest payment amount
   of any of the life Annuity options since there is no guarantee of a minimum
   number of payments nor a provision for a death benefit payable to a
   Beneficiary.

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

   OPTION 2:  LIFE ANNUITY WITH 120, 180 OR 240 MONTHLY PAYMENTS CERTAIN - This
   Annuity option is an Annuity payable monthly during the lifetime of an
   Annuitant with the provision

<PAGE>

                                       33


   that payments will be made for a minimum of 120, 180 or 240 months, as
   elected.  If, at the death of the Annuitant, payments have been made for
   less than the minimum elected number of months, then the present value as of
   the date of the Annuitant's death, of any remaining guaranteed payments will
   be paid in one sum to the Beneficiary or Beneficiaries designated unless
   other provisions have been made and approved by HL&A.

   OPTION 3:  JOINT AND LAST SURVIVOR ANNUITY - An Annuity payable monthly
   during the joint lifetime of the Annuitant and a designated second person,
   and thereafter during the remaining lifetime of the survivor, ceasing with
   the last payment prior to the death of the survivor.  Based on the options
   currently offered by HL&A, the Annuitant may elect that the payment to the
   survivor be less than the payment made during the joint lifetime of the
   Annuitant and a designated second person.

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

   OPTION 4:  PAYMENTS FOR A DESIGNATED PERIOD - An amount payable monthly for
   the number of years selected which may be from 5 to 30 years.  Under this
   option, you may, at any time, surrender the Contract and receive, within
   seven days, the Termination Value of the Contract as determined by HL&A.

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

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

   OPTION 5:  DEATH BENEFIT REMAINING WITH HL&A - Proceeds from the Death
   Benefit may be left with HL&A for a period not to exceed five years from the
   date of the Contract Owner's death prior to the Annuity Commencement Date.
   These proceeds will remain in the Sub-Account(s) to which they were
   allocated at the time of death unless the Beneficiary elects to reallocate
   them.  Full or partial withdrawals may be made at any time.  In the event of
   withdrawals, the remaining value will equal the Contract Value of the
   proceeds left with HL&A, minus any withdrawals.

HL&A may offer other annuity options from time to time.

<PAGE>

                                       34


How are Annuity payments determined?

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


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

   The Contract contains tables indicating the minimum dollar amount of the
   first monthly payment under the optional forms of Annuity for each $1,000 of
   value of a Sub-Account under a Contract.  The first monthly payment varies
   according to the form and type of Annuity selected.  The Contract contains
   Annuity tables derived from the 1983a Individual Annuity Mortality Table
   with ages set back one year and with an assumed investment rate ("A.I.R.")
   of 4% per annum.  The total first monthly Variable Annuity  payment is
   determined by multiplying the value (expressed in thousands of dollars) of a
   Sub-Account (less any applicable Premium Taxes) by the amount of the first
   monthly payment per $1,000 of value obtained from the tables in the
   Contracts.

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

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

   LEVEL VARIABLE ANNUITY PAYMENTS WOULD BE PRODUCED IF THE INVESTMENT RATE
   REMAINED CONSTANT AND EQUAL TO THE A.I.R. IN

<PAGE>

                                       35


   FACT, PAYMENTS WILL VARY UP OR DOWN AS THE INVESTMENT RATE VARIES UP OR DOWN
   FROM THE A.I.R.

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

                           CHARGES UNDER THE CONTRACTS

How are the sales charges under the Contracts made?

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

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

<TABLE>
<CAPTION>

       Charge      Length Of Time From Premiun Payment
       ------      -----------------------------------
                        (Number of Years)

         <S>                    <C>
         7%                     1
         6%                     2
         5%                     3
         4%                     4
         3%                     5
         2%                     6
         1%                     7
         0%                     8 or more

</TABLE>

   No contingent deferred sales charge will be assessed in the event of death
   of the Annuitant or Contract Owner, or if Contract Values are applied to an
   Annuity option provided for under the Contract (except that a surrender out
   of Option 4 will be subject to a contingent deferred sales charge if
   applicable) or upon the exercise of the withdrawal privilege.  (See "Is
   there ever a time when the sales charges do not apply?"  commencing on page
   ___.)

<PAGE>

                                       36


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

Is there ever a time when the sales charges do not apply?

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

   No contingent deferred sales charges otherwise applicable will be assessed
   in the event of death of the Annuitant, death of the Contract Owner or if
   payments are made under an Annuity option provided for under the Contract,
   except that in the case of a surrender out of Annuity Option 4, contingent
   deferred sales charges will be assessed, if applicable.

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

What do the sales charges cover?

   The contingent deferred sales charges are used to cover expenses relating to
   the sale and distribution of the Contracts, including commissions paid to
   any distribution organization

<PAGE>

                                       37


   and its sales personnel, the cost of preparing sales literature and other
   promotional activities.  To the extent that these charges do not cover such
   distribution expenses they will be borne by HL&A from its general assets,
   including surplus.  The surplus might include profits resulting from unused
   mortality and expense risk charges.

What is the mortality and expense risk charge?

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

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

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

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

   In providing an expense undertaking, HL&A assumes the risk that the
   contingent deferred sales charges and 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.

<PAGE>


                                       38


Are there any administrative charges?

   Each year, on each Contract Anniversary on or before the Annuity
   Commencement Date, HL&A will deduct an Annual Maintenance Fee from Contract
   Values to reimburse it for expenses relating to the maintenance of the
   Contract, the Fixed Account, and the Sub-Account(s) thereunder.  If during a
   Contract Year the Contract is surrendered for its full value, HL&A will
   deduct the Annual Maintenance Fee at the time of such surrender.  The fee is
   a flat fee which 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 $25.00 per Contract Year.  The deduction will be made pro
   rata according to the value in each Sub-Account and the Fixed Account under
   a Contract.

How much are the deductions for Premium Taxes?

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

       HARTFORD ADVISORS FUND, INC,

What is HL&A?
   
   Hartford Life & Accident Insurance Company was originally incorporated under
   the laws of Connecticut on February 14, 1967.  It is a stock life insurance
   company engaged in the business of writing health and life insurance, both
   ordinary and group, in all states of the United States and the District of
   Columbia.  The offices of HL&A are located in Simsbury, Connecticut;
   however, its mailing address is P.O. Box 5085, Hartford, CT  06102-5085.
   Hartford Life & Accident is ultimately 100% owned by Hartford Fire Insurance
   Company, one of the largest multiple lines insurance carriers in the United
   States.  Hartford Fire Insurance Company is a subsidiary of ITT Corporation.
   Hartford Life & Accident Insurance Company is rated A++ (superior) by
   A.M. Best and Company, Inc. on the basis of its financial soundness and
   operating performance.  Hartford Life & Accident Insurance Company has an AA+
   rating from Standard and Poor's and Duff and Phelps' highest rating (AAA) on
   the basis of its claims-paying ability.
    
<PAGE>

                                       39


       These ratings do not apply to the performance of the Separate Account.
       However, the contractual obligations under this variable annuity are the
       general corporate obligations of Hartford Life and Accident Insurance
       Company.  These ratings do apply to Hartford Life and Accident's ability
       to meet its insurance obligations under the Contract.

What are the Funds?
   
   Hartford Stock Fund, Inc. was organized on March 11, 1976.  Hartford
   Advisers Fund, Inc., Hartford Bond Fund, Inc., Hartford U.S. Government
   Money Market Fund, Inc., and HVA Money Market Fund, Inc. were all organized
   on December 1, 1982.  Hartford Capital Appreciation Fund, Inc. was organized
   on September 20, 1983.  Hartford Mortgage Securities Fund, Inc. was organized
   on October 5, 1984.  Hartford Index Fund, Inc. was organized on May 16,
   1983.  Hartford International Advisers Fund, Inc. was organized on
   February 15, 1995.  Hartford International Opportunities Fund, Inc. was
   organized on January 25, 1990.  Hartford Dividend and Growth Fund was
   organized on October 23, 1993.  All of the Funds were incorporated under the
   laws of the State of Maryland and are collectively referred to as the
   "Funds."
    
   The investment objectives of each of the Funds are as follows:
   
   Hartford Capital Appreciation Fund, Inc.
    
   To achieve maximum long term total rate of return consistent with prudent
   investment risk by investing in common stock and other equity securities,
   bonds and other debt securities, and money market instruments.
   
   Hartford Capital Appreciation Fund, Inc.
    
   To achieve growth of capital by investing in securities selected solely on
   the basis of potential for capital appreciation; income, if any, is an
   incidental consideration.

   Hartford Bond Fund, Inc.

   To achieve maximum current income consistent with preservation of capital by
   investing primarily in fixed-income securities.

   Hartford Dividend and Growth Fund, Inc.

   To seek a high level of current income consistent with growth of capital and
   reasonable investment risk.

   
    
<PAGE>

                                       40
   
   Hartford Index Fund, Inc.
    
   To provide investment results which approximate the price and yield
   performance of publicly-traded common stocks in the aggregate, as
   represented by the Standard & Poor's 500 Composite Stock Price Index.  The
   Fund is neither sponsored by, nor affiliated with, Standard & Poor's
   Corporation.

   Hartford International Advisers Fund, Inc.

   To provide maximum long-term total return consistent with prudent investment
   risk by investing in a portfolio of equity, debt and money securities.
   Securities in which the Fund invests primarily will be denominated in non-
   U.S. currencies and will be traded in non-U.S. markets.

   Hartford International Opportunities Fund, Inc.

   To achieve long-term total return consistent with prudent investment risk
   through investment primarily in equity securities issued by foreign
   companies.

   Hartford Mortgage Securities Fund, Inc.

   To achieve maximum current income consistent with safety of principal and
   maintenance of liquidity by investing primarily in mortgage-related
   securities, including securities issued by the Government National Mortgage
   Association ("GNMA").

   Hartford Stock Fund, Inc.

   To achieve long-term capital growth primarily through capital appreciation,
   with income as a secondary consideration, by investing in equity-type
   securities.

   HVA Money Market Fund, Inc.

   To achieve maximum current income consistent with liquidity and preservation
   of capital by investing in money market securities.

   The following Fund is available only for qualified Contracts issued prior to
   May 1, 1987.

   Hartford U.S. Government Money Market Fund, Inc.

   To achieve maximum current income consistent with preservation of capital by
   investing in short-term, marketable obligations issued or guaranteed by the
   United States Government or by agencies or instrumentalities of the United
   States Government whether or not they are guaranteed by the full faith and
   credit of the federal government.  The Fund was organized on December 1,
   1982 under the laws of the state of Maryland.

   ALL FUNDS

   All of the Funds are sponsored by HL&A.  The Funds are available only to
   serve as the underlying investment for the variable annuity and variable
   life insurance Contracts issued by HL&A.

<PAGE>

                                       41


   Although HL&A and the Funds do not currently foresee any such disadvantages
   either to variable annuity Contract owners or to variable life insurance
   Policy owners, the Funds' Board of Directors intends to monitor events in
   order to identify any material conflicts between such Contract Owners and
   Policyowners and to determine what action, if any, should be taken in
   response thereto.  If the Board of Directors of the Funds were to conclude
   that separate funds should be established for variable life and variable
   annuity separate accounts, the variable annuity Contract Owners would not
   bear any expenses attendant to the establishment of such separate funds.

   The Hartford Investment Management Company ("HIMCO") serves as investment
   manager or adviser to each of the Funds.  In addition, Wellington Management
   Company ("Wellington") has served as sub-investment adviser to certain of
   the Funds since August 1984.
   
   HIMCO serves as investment manager for Hartford Advisers, Hartford Capital
   Appreciation, Hartford Dividend and Growth, Hartford International
   Advisers, Hartford International Opportunities, and Hartford Stock Funds,
   and pursuant to an Investment Management Agreement between each.  Wellington
   serves as sub-investment adviser to each of these funds pursuant to a
   Sub-Investment Advisory Agreement between Wellington and HIMCO on behalf of
   each fund.
    

   HIMCO serves as the investment adviser to Hartford Bond, Hartford Mortgage
   Securities Funds, Hartford U.S. Government Money Market, and HVA Money
   Market Funds, pursuant to an Investment Advisory Agreement between these
   funds and HIMCO.

A full description of the Funds, their investment policies and restrictions,
risks, charges and expenses and all other aspects of their operation is
contained in the accompanying Funds' Prospectus which should be read in
conjunction with this Prospectus before investing and in the Funds' Statement of
Additional Information which may be ordered from HL&A.

Does HL&A have any interest in the Funds?

   No.


                           FEDERAL TAX CONSIDERATIONS

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

<PAGE>

                                       42



A. GENERAL

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

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

B. TAXATION OF HL&A AND THE SEPARATE ACCOUNT

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

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

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

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

   1.  NON-NATURAL PERSONS, CORPORATIONS, ETC.  Section 72 contains provisions
       for Contract Owners which are non-natural persons.  Non-natural persons
       include corporations, trusts, and partnerships.  The annual net increase
       in the value of the Contract is currently includable in the gross income
       of a non-natural person unless the non-natural person holds the Contract
       as an agent for a natural person.  There is an exception from current
       inclusion for certain annuities held by structured settlement companies,
       certain annuities held by an

<PAGE>

                                       43


       employer with respect to a terminated Qualified Plan and certain
       immediate annuities.  A non-natural person which is a tax-exempt entity
       for Federal tax purposes will not be subject to income tax as a result
       of this provision.

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

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

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

       a.  DISTRIBUTIONS PRIOR TO THE ANNUITY COMMENCEMENT DATE.

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

           ii.  When the value of the Contract (ignoring any surrender charges)
                exceeds the "investment in the contract," any amount
                surrendered which is less than or equal to the difference
                between such value of the Contract and the "investment in the
                contract" will be included in gross income.

           iii. When such value of the Contract is less than or equal to the
                "investment in the contract," any amount surrendered which is
                less than or equal to the "investment in the contract" shall be
                treated as a return of "investment in the contract" and will
                not be included in gross income.

           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 surrendered which will
                be covered by the provisions in subparagraph ii. or iii. above.

           v.   In general, the transfer of the Contract, without full and
                adequate consideration, will be treated as an amount
                surrendered which will be covered by the provisions

<PAGE>

                                       44


                in subparagraph ii. or iii. above.  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 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. Certain distributions, such as surrenders made after the
                Annuity Commencement Date, are not treated as annuity payments,
                and shall be included in gross income.

       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.  HL&A 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 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.

<PAGE>

                                       45


       d.  PENALTY -- 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 penalty 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 Contract
                    Holder or where the Contract Holder is not an individual,
                    the death of the primary Annuitant.

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

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

                5.  Distributions of amounts which are allocable to "investments
                    in the contract" made prior to August 14, 1982.

       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 surrendered prior to the Annuity Commencement Date
           which does not exceed the portion of the "investment in the
           contract" (generally premiums paid into the prior Contract, less
           amounts deemed received) prior to August 14, 1982, shall not be
           included in gross income.  In all other respects, the general
           provisions apply to distributions from such Contracts.

       f.  REQUIRED DISTRIBUTIONS IN THE EVENT OF CONTRACT OWNER'S DEATH.

           i.   If any Contract Owner dies before the Annuity Commencement
                Date, the entire interest must be distributed within five years
                of the date of death; however, a portion or all of such
                interest may be payable to a designated Beneficiary over the
                life of such Beneficiary or for a period not extending beyond
                the life expectancy of such Beneficiary with payments starting
                within one year of the date of death.

<PAGE>

                                       46


           ii.  If any Contract Owner or Annuitant dies on or after the Annuity
                Commencement Date and before the entire interest in the
                Contract has been distributed, any remaining portion of such
                interest must be distributed at least as rapidly as under the
                method of distribution in effect at the time of death.

           iii. If a spouse is designated as a Beneficiary at the time of the
                Contract Owner's death and there is a surviving Annuitant or
                Contingent Annuitant, then such spouse will be treated as the
                Contract Owner under subparagraph i. and ii. above.

           iv.  If the Contract Owner is not an individual, the primary
                Annuitant shall be treated as the Contract Owner under
                subparagraphs i. and ii. above.  If there is a change in the
                primary Annuitant, such change shall be treated as the death of
                the Contract Owner.

   3.  DIVERSIFICATION REQUIREMENTS.

       Section 817 of the Code provides that a variable annuity contract (other
       than certain contracts held in connection with a tax-qualified
       retirement arrangement) will not be treated as an annuity contract for
       any period during which the investments made by the separate account or
       underlying fund are not adequately diversified in accordance with
       regulations prescribed by the Treasury.  If a Contract is not treated as
       an annuity contract, the Contract Owner will be subject to income tax on
       the annual increases in cash value.  The Treasury has issued
       diversification regulations which, among other things, require that no
       more than 55% of the assets of a mutual fund (such as the HL&A mutual
       funds) underlying a variable annuity contract, be invested in any one
       investment.  In determining whether the diversification standards are
       met, each United States Government Agency or instrumentality shall be
       treated as a separate issuer.

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
Internal Revenue Code.  The application of this provision is summarized below:

   1.  Non-Periodic Distributions

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

<PAGE>

                                       47


   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 TAX-QUALIFIED PLANS

The Contract may be used for a number of qualified plans.  If the Contract is
being purchased with respect to some form of Qualified Plan, please refer to
Appendix I commencing on page___ 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.

                                  MISCELLANEOUS

What are my voting rights?
   
   HL&A is the legal owner of all Fund shares held in the Separate Account.  As
   the owner, HL&A has the right to vote at the Funds' shareholder meetings.
   However, to the extent required by federal securities laws or regulations,
   HL&A will:
    
   1.  Vote all Fund shares attributable to a Contract according to
   instructions received from Contract Owner, and
   
   2.  Vote shares attributable to a Contract for which no voting instructions
   are received in the same proportion as shares for which instructions are
   received.
    
   If any federal securities laws or regulations, or their present
   interpretation change to permit HL&A to vote Fund shares in its own right,
   HL&A may elect to do so.

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

   In connection with the voting of Fund shares held by it, HL&A will arrange
   for the handling and tallying of proxies received from Contract Owners.
   HL&A as such, shall have no right, except as hereinafter provided, to vote
   any Fund shares held by it hereunder which may be registered in its name or
   the names of its nominees.  HL&A will, however, vote the Fund shares held by
   it in accordance with the instructions received from the Contract Owners for
   whose accounts the Fund shares are held.  If a Contract Owner desires to
   attend any meeting at which shares held for the Contract Owner's benefit may
   be voted, the Contract Owner may

<PAGE>

                                       48


   request HL&A to furnish a proxy or otherwise arrange for the exercise of
   voting rights with respect to the Fund shares held for such Contract Owner's
   account.  HL&A will vote shares for which no instructions have been given
   and shares which are not attributable to Contract Owners (i.e. shares owned
   by HL&A) in the same proportion as it votes shares of that Fund for which it
   has received instructions.  During the Annuity period under a Contract the
   number of votes will decrease as the assets held to fund Annuity benefits
   decrease.

Will other Contracts be participating in the Separate Account?

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

How are the Contracts sold?

   Hartford Equity Sales Company, Inc. ("HESCO") currently serves as Principal
   Underwriter for the securities issued with respect to the Separate Account.
   Hartford Securities Distribution Company, Inc. ("HSD") will replace HESCO as
   principal underwriter upon approval by the Commission, the National
   Association of Securities Dealers, Inc. ("NASD") and applicable state
   regulatory authorities.

   Both HESCO and HSD are wholly-owned subsidiaries of Hartford Life Insurance
   Company.  The principal business address of HESCO and HSD is the same as
   HL&A.

   The securities will be sold by salespersons of HESCO, and subsequently HSD,
   who represent HL&A as insurance and Variable Annuity agents and who are
   registered representatives or Broker-Dealers who have entered into
   distribution agreements with HESCO, and subsequently HSD.

   HESCO is registered with the Commission under the Securities Exchange Act of
   1934 as a Broker-Dealer and is a member of the NASD.  HSD will be registered
   with the Commission under the Securities Exchange Act of 1934 as a Broker-
   Dealer and will become a member of the NASD.

   Commissions will be paid by HL&A and will not be more than 6% of Premium
   Payments.

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

   The securities may also be sold directly to employees of HL&A and Hartford
   Fire Insurance Company, the ultimate parent of HL&A, without compensation to
   HESCO or HSD salespersons.  The securities will be credited with an
   additional 3% of the employee's premium payment by HL&A.  This additional
   percentage of premium payment in no way affects present or future charges,
   rights, benefits or current values of other Contract Owners.

<PAGE>

                                       49


Who is the custodian of the Separate Account's assets?

   The assets of the Separate Account are held by HL&A under a safekeeping
arrangement.

Are there any material legal proceedings affecting the Separate Account?

   No.

Are you relying on any experts as to any portion of this Prospectus?
   
   The financial statements and schedules included in this prospectus and
   elsewhere in the registration statement have been audited by Arthur
   Andersen LLP, independent public accountants, as indicated in their reports
   with respect thereto, and are included herein in reliance upon the authority
   of said firm as experts in accounting and auditing.
    
How may I get additional information?

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

       Hartford Life & Accident Insurance Company, Attn:  Individual Annuity
Operations
       P.O. Box 5085, Hartford, Connecticut  06102-5085, Telephone:  (800)
862-6668

<PAGE>

                                       50


                                  APPENDIX I

                    INFORMATION REGARDING TAX-QUALIFIED PLANS


THE TAX REFORM ACT OF 1986 AND THE TECHNICAL AND MISCELLANEOUS REVENUE ACT OF
1988 HAVE MADE SUBSTANTIAL CHANGES TO QUALIFIED PLANS.  YOU SHOULD CONSULT YOUR
TAX ADVISER TO FULLY ADDRESS ALL CHANGES OCCURRING AS A RESULT OF THE TAX REFORM
ACT AND THE TECHNICAL AND MISCELLANEOUS REVENUE ACT OF 1988 AND THEIR EFFECT ON
QUALIFIED PLANS.

A. Contributions

1. Pension, Profit-Sharing and Simplified Employee Pension Plans

   Contributions to pension or profit-sharing plans (described in Section
   401(a) and 401(k), if applicable, and exempt from taxation under Section
   501(a) of the Code), and Simplified Employee Pension Plans (described in
   Section 408(k)), which do not exceed certain limitations prescribed in the
   Code are fully tax deductible to the employer.  Such contributions are not
   currently taxable to the covered employees, and increases in the value of
   Contracts purchased with such contributions are not subject to taxation
   until received by the covered employees or their Beneficiaries in the form
   of Annuity payments or other distributions.

2. Tax-Deferred Annuity Plans for Public School Teachers and Employers and
   Employees of Certain Tax-Exempt Organizations

   Contributions to tax-deferred annuity plans (described in Section 403(a) and
   403(b) of the Code) by employers are not includable within the employee's
   income to the extent those contributions do not exceed the lesser of $9,500
   or the exclusion allowance.  Generally, the exclusion allowance is equal to
   20% of the employee's includable compensation for his most recent full year
   of employment multiplied by the number of years of his service, less the
   aggregate amount contributed by the employer for Annuity Contracts which
   were not included within the gross income of the employee for any prior
   taxable year.  There are special provisions which may allow an employee of
   an educational institution, a hospital or a home health service agency to
   elect an overall limitation different from the limitation described above.

<PAGE>

                                       51


3. Deferred Compensation Plans for Tax-Exempt Organizations and State and Local
   Governments

   Employees may contribute on a before tax basis to the Deferred Compensation
   Plan of their employer in accordance with the employer's Plan and Section
   457 of the Code.  Section 457 places limitations on contributions to
   Deferred Compensation Plans maintained by a State ("State" means a State, a
   political sub-division of a State, and an agency or instrumentality of a
   State or political sub-division of a State) or other tax-exempt
   organization.  Generally, the limitation is 33 1/3% of includable
   compensation (25% of gross compensation) or $7,500, whichever is less.  The
   plan may also provide for additional contributions during the three taxable
   years ending before normal retirement age of a Participant for a total of up
   to $15,000 per year for such three years.

   An employee electing to participate in a plan should understand that his
   rights and benefits are governed strictly by the terms of the plan, that he
   is in fact a general creditor of the employer under the terms of the plan,
   that the employer is legal owner of any Contract issued with respect to the
   plan and that the employer as owner of the Contract(s) retains all voting
   and redemption rights which may accrue to the Contract(s) issued with
   respect to the plan.  The participating employee should look to the terms of
   his plan for any charges in regard to participating therein other than those
   disclosed in this Prospectus.

   Certain distributions are required to be made upon the death of a
   Participant.  These requirements are generally described in Section C.2.f.
   of "Federal Tax Considerations" on page___.

4. Individual Retirement Annuities ("IRA's")

   Individuals may contribute and deduct the lesser of $2,000 or 100 percent of
   their compensation to an IRA.  In the case of a spousal IRA, the maximum
   deduction is the lesser of $2,250 or 100 percent of compensation.  The
   deduction for contributions is phased out between $40,000 and $50,000 of
   adjusted gross income (AGI) for a married individual (and between $25,000
   and $35,000 for single individuals) if either the individual or his or her
   spouse is an active Participant in any Section 401(a), 403(a), 403(b) or
   408(k) plan regardless of whether the individual's interest is vested.

   To the extent deductible contributions are not allowed, individuals may make
   designated non-deductible contributions to an IRA, subject to the above
   limits.

B. Distributions

1. Pension and Profit-Sharing Plans, Tax-sheltered annuities, Individual
   Retirement Annuities.

   Annuity payments made under the Contracts are taxable under Section 72 of
   the Code as

<PAGE>


                                       52


   ordinary income, in the year of receipt, to the extent that they exceed the
   "excludable amount."  The investment in the Contract is the aggregate amount
   of the contributions made by or on behalf of an employee which were included
   as a part of his taxable income and not deducted.  Thus, annual premiums
   deducted for an IRA are not included in the investment in the contract.  The
   employee's investment in the Contract is divided by the expected number of
   payments to be made under the Contract.  The amount so computed constitutes
   the "excludable amount," which is the amount of each annuity payment
   considered a return of investment in each year and, therefore, not taxable.
   Once the employee's investment in the Contract is recouped, the full amount
   of each payment will be fully taxable.  If the employee dies prior to
   recouping his or her investment in the Contract, a deduction is allowed for
   the last taxable year.  The rules for determining the excludable amount are
   contained in Section 72 of the Code.

   Generally, distributions or withdrawals prior to age 59 1/2 may be subject
   to an additional income tax of 10% of the amount includable in income.  This
   additional tax does not apply to distributions made after the employee's
   death, on account of disability  and distributions in the form of a life
   annuity and, except in the case of an IRA, certain distributions after
   separation from service at or after age 55, and certain distributions for
   eligible medical expenses.  A life annuity is defined as a scheduled series
   of substantially equal periodic payments for the life or life expectancy of
   the Participant (or the joint lives or life expectancies of the Participant
   and Beneficiary).  The taxation of withdrawals and other distributions
   varies depending on the type of distribution and the type of plan from which
   the distribution is made.  With respect to tax-deferred annuity Contracts
   under Section 403(b), contributions to the Contract made after December 31,
   1988 and any increases in cash value after that date may not be distributed
   prior to attaining age 59 1/2, separation from service, death or disability.
   Contributions (but not earnings) made after December 31, 1988 may also be
   distributed by reason of financial hardship.

   Generally, in order to avoid a penalty tax, annuity payments, periodic
   payments or annual distributions MUST commence by April 1 of the calendar
   year following the year in which the Participant attains age 70 1/2.  The
   entire interest of the Participant must be distributed beginning no later
   than this required beginning date over a period which may not extend beyond
   a maximum of the lives or life expectancies of the Participant and a
   designated Beneficiary.  Each annual distribution must equal or exceed a
   "minimum distribution amount" which is determined by dividing the account
   balance by the applicable life expectancy.  With respect to a Section 403(b)
   plan, this account balance is based upon earnings and contributions after
   December 31, 1986.  In addition, minimum distribution incidental benefit
   rules may require a larger annual distribution based upon dividing the
   entire account balance as of the close of business on the last day of the
   previous calendar year by a factor promulgated by the Internal Revenue
   Service which ranges from 26.2 (at age 70) to 1.8 (at age 115).

   Special rules apply to require that distributions be made to Beneficiaries
   after the death of the

<PAGE>

                                       53


   Participant.  A penalty tax of up to 50% of the amount which should be
   distributed may be imposed by the Internal Revenue Service for failure to
   make such distribution.

2. Deferred Compensation Plans for Tax-Exempt Organizations and State and Local
   Governments

   Generally, in order to avoid a penalty tax, annuity payments, periodic
   payments or annual distributions must commence by April 1 of the calendar
   year following the year in which the Participant attains age 70 1/2.
   Minimum distributions under a Section 457 Deferred Compensation Plan may be
   further deferred if the Participant remains employed.  The entire interest
   of the Participant must be distributed beginning no later than this required
   beginning date over a period which may not extend beyond a maximum of the
   life expectancy of the Participant and a designated Beneficiary.  Each
   annual distribution must equal or exceed a "minimum distribution amount"
   which is determined by dividing the account balance by the applicable life
   expectancy.  This account balance is generally based upon the account value
   as of the close of business on the last day of the previous calendar year.
   With respect to a Section 403(b) plan, this account balance is based upon
   earnings and contributions after December 31, 1986.  In addition, minimum
   distribution incidental benefit rules may require a larger annual
   distribution based upon dividing the account balance by a factor promulgated
   by the Internal Revenue Service which ranges from 26.2 (at age 70) to 1.8
   (at age 115).  Special rules apply to require that distributions be made to
   Beneficiaries after the death of the Participant.  A penalty tax of up to
   50% of the amount which should be distributed may be imposed by the Internal
   Revenue Service for failure to make a distribution.

   Upon receipt of any monies pursuant to the terms of a Deferred Compensation
   Plan for a tax-exempt organization, state or local government under Section
   457 of the Code, such monies are taxable to such employee as ordinary income
   in the year in which received.

C. 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 Internal Revenue Code.  The application of this provision is summarized
   below:

   1.  Eligible Rollover Distributions

   a.  The Unemployment Compensation Amendments Act of 1992 requires that
       federal income taxes be withheld from certain distributions from
       tax-qualified retirement plans and from tax-sheltered annuities under
       Section 403(b).  These provisions DO NOT APPLY to distributions from
       individual retirement annuities under section 408(b) or from deferred
       compensation programs under section 457.

   b.  If any portion of a distribution is an "eligible rollover distribution",
       the law requires that

<PAGE>

                                       54


       20% of that amount be withheld.  This amount is sent to the IRS as
       withheld income taxes.  The following types of payments DO NOT
       constitute an eligible rollover distribution (and, therefore, the
       mandatory withholding rules will not apply):

       -   the non-taxable portion of the distribution;
       -   distributions which are part of a series of equal (or substantially
           equal) payments made at least annually for your lifetime (or your
           life expectancy), or your lifetime and your Beneficiary's lifetime
           (or life expectancies), or for a period of ten years or more.
       -   required minimum distributions made pursuant to Section 401(a)(9) of
           the IRC.

   c.  However, these mandatory withholding requirements do not apply in the
       event of all or a portion of any eligible rollover distribution is paid
       in a "direct rollover".  A direct rollover is the direct payment of an
       eligible rollover distribution or portion thereof to an individual
       retirement arrangement or annuity (IRA) or to another qualified employer
       plan.  IF A DIRECT ROLLOVER IS ELECTED, NO INCOME TAX WILL BE WITHHELD.

   d.  If any portion of a distribution is not an eligible rollover
       distribution but is taxable, the mandatory withholding rules described
       above do not apply.  In this case, the voluntary withholding rules
       described below apply.

   2.  Non-Eligible Rollover Distributions

   a.  Non-Periodic Distributions

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

   b.  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.

D. Any distribution from plans described in A.3 on page___ is subject to the
regular wage withholding rules.

<PAGE>

                                       55



                                TABLE OF CONTENTS
                                       TO
                       STATEMENT OF ADDITIONAL INFORMATION


SECTION                                                                 PAGE NO.

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

DESCRIPTION OF HARTFORD LIFE & ACCIDENT INSURANCE COMPANY. . . . . . .

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

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

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

ANNUITY PERIOD . . . . . . . . . . . . . . . . . . . . . . . . . . . .

     A.  Annuity Payments. . . . . . . . . . . . . . . . . . . . . . .

     B.  Electing the Annuity Commencement Date and Form of Annuity. .

     C.  Optional Annuity Forms. . . . . . . . . . . . . . . . . . . .

     OPTION 1:  Life Annuity . . . . . . . . . . . . . . . . . . . . .

     OPTION 2:  Life Annuity With 120, 180 or 240 Monthly. . . . . . .

                Payments Certain . . . . . . . . . . . . . . . . . . .

     OPTION 3:  Joint and Last Survivor Annuity. . . . . . . . . . . .

     OPTION 4:  Payments for a Designated Period . . . . . . . . . . .

     OPTION 5:  Death Benefit Remaining with the Company . . . . . . .

     D.  The Annuity Unit and Valuation. . . . . . . . . . . . . . . .

     E.  Determination of Amount of First Monthly Annuity
         Payment-Fixed and Variable. . . . . . . . . . . . . . . . . .

     F.  Amount of Second and Subsequent Monthly Annuity Payments. . .

<PAGE>

                                       56


     G.  Date and Time of Annuity Payments . . . . . . . . . . . . . .

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

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

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




























<PAGE>

                                       57


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.   terminated employment
     c.   died, or
     d.   become disabled.

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

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

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

Please complete the following and return to:

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

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


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



<PAGE>

                                       58


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


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

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


Please send a Statement of Additional Information for the Director to me at the
following address:


______________________________
Name

______________________________
Address

______________________________
City/State            Zip Code


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









<PAGE>

                                     PART B

                       STATEMENT OF ADDITIONAL INFORMATION

                   HARTFORD LIFE & ACCIDENT INSURANCE COMPANY

                              SEPARATE ACCOUNT ONE


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




Date of Prospectus: May 1, 1995

Date of Statement of Additional Information: May 1, 1995


















Form HE-1897-9
Printed in U.S.A.
<PAGE>
                                     -2-


                                TABLE OF CONTENTS

SECTION                                                                    PAGE

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

DESCRIPTION OF HARTFORD LIFE & ACCIDENT INSURANCE COMPANY. . . . . . . . .

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

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

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

ANNUITY PERIOD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

   A. Annuity Payments . . . . . . . . . . . . . . . . . . . . . . . . . .

   B. Electing the Annuity Commencement Date and Form of Annuity . . . . .

   C. Optional Annuity Forms . . . . . . . . . . . . . . . . . . . . . . .

   OPTION 1:  Life Annuity . . . . . . . . . . . . . . . . . . . . . . . .

   OPTION 2:  Life Annuity With 120, 180 or 240 Monthly Payments Certain .

   OPTION 3:  Joint and Last Survivor Annuity. . . . . . . . . . . . . . .

   OPTION 4:  Payments for a Designated Period . . . . . . . . . . . . . .

   OPTION 5:  Death Benefit Remaining with the Company . . . . . . . . . .

   D. The Annuity Unit and Valuation . . . . . . . . . . . . . . . . . . .

   E. Determination of Amount of First Monthly Annuity
      Payment-Fixed and Variable . . . . . . . . . . . . . . . . . . . . .

   F. Amount of Second and Subsequent Monthly Annuity Payments . . . . . .

   G. Date and Time of Annuity Payments. . . . . . . . . . . . . . . . . .
<PAGE>
                                       -3-

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

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

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

<PAGE>
                                       -4-

                                  INTRODUCTION
   
The individual and group tax-deferred variable annuity contracts described in
the Prospectus are designed to provide Annuity benefits to individuals who have
established or wish to establish retirement programs which may or may not
qualify for special federal income tax treatment.  The Annuitant under these
contracts may receive Annuity benefits in accordance with the Annuity option
selected and the retirement program, if any, under which the contracts have been
purchased.  Annuity payments under a contract will begin on a particular future
date which may be selected at any time under the contract or automatically when
the Annuitant reaches age 90, except in certain states where deferral past age
85 is not permitted.  There are several alternative annuity payment options
available under the contract (see "Optional Annuity Forms," commencing on
page  ).
    
   
The Premium Payments under a contract, less any applicable Premium Taxes, will
be applied to the Separate Account and/or the Fixed Account.  Accordingly, the
net Premium Payment under the contract will be applied to purchase interests in
one or more of the Bond Fund, HVA Money Market Fund, Stock Fund, U.S. Government
Money Market Fund (for qualified Contracts issued prior to May 1, 1987),
Advisers Fund, Capital Appreciation Fund, Index Fund, International
Opportunities Fund, Mortgage Securities Fund Sub-Accounts.
    
Shares of the Funds are purchased by the Separate Account without the imposition
of a sales charge.  The value of a contract depends on the value of the shares
of the Fund held by the Separate Account pursuant to that contract.  As a
result, the Contract Owner bears the investment risk since market value of the
shares may increase or decrease.

There is no assurance that the value of the Contract Owner's contract at any
time will equal or exceed the Premium Payments made.  However, if the Annuitant
or Contract Owner dies before the Annuity Commencement Date, the contracts
provide that a death benefit equal to the value of the contract as of the date
due proof of death is received by Hartford Life & Accident Insurance Companies
shall be payable.  This amount is the greater of (a) the Contract Value on the
date of receipt of due proof of death by Hartford Life & Accident Insurance
Companies, or (b) 100% of the total Premium Payments made to such contract,
reduced by any prior surrenders, or (c) the Contract Value on the Specified
Contract Anniversary immediately preceding the date of death, increased by the
dollar amount of any Premium Payments made and reduced by the dollar amount of
any partial terminations since the immediately preceding Specified Contract
Anniversary.  (See "Payments of Benefits" commencing on page___ of the
Prospectus.)

            DESCRIPTION OF HARTFORD LIFE & ACCIDENT INSURANCE COMPANY

Hartford Life & Accident Insurance Company ("HL&A") was originally incorporated
under the laws of Connecticut on February 14, 1967.  It is a stock life
insurance company engaged in the business of writing health and life insurance,
both ordinary and group, in all states of the United States and the District of
Columbia.  The offices of HL&A are located in Simsbury, Connecticut;
<PAGE>
                                       -5-

however its mailing address is P.O. Box 5085, Hartford, Connecticut 06102-5085.
HL&A is ultimately 100% owned by Hartford Fire Insurance Company, one of the
largest multiple lines insurance carriers in the United States.  Hartford Fire
Insurance Company is a subsidiary of ITT Corporation.

   
Hartford Life and Accident Insurance Company has an A++ (superior) rating from
A.M. Best and Company, Inc. on the basis of its financial soundness and
operating performance, the highest ratings provided by this service.  Hartford
Life and Accident has an AA+ rating from Standard & Poor's and Duff and Phelps
highest rating (AAA) on the basis of its claims paying ability.
    

These ratings do not apply to the performance of the Separate Account.  However,
the contractual obligations under this variable annuity are the general
corporate obligations of HL&A.  These ratings do apply to HL&A's ability to meet
its insurance obligations under the contract.

                              SAFEKEEPING OF ASSETS

The assets of the Separate Account are held by HL&A under a safekeeping
arrangement.

                         INDEPENDENT PUBLIC ACCOUNTANTS

Arthur Andersen LLP, One Financial Plaza Hartford, Connecticut, independent
public accountants, will perform an annual audit of the Separate Account.  The
financial statements included in this Statement of Additional Information have
been audited by Arthur Andersen LLP to the extent and for the periods indicated
in their report and are included herein in reliance upon the report of said firm
as experts in accounting and auditing.

                            DISTRIBUTION OF CONTRACTS

Hartford Equity Sales Company, Inc. ("HESCO") currently serves as Principal
Underwriter for the securities issued with respect to the Separate Account.
Hartford Securities Distribution Company, Inc.("HSD") will replace HESCO as
principal underwriter upon approval by the Commission, the National Association
of Securities Dealers, Inc. ("NASD") and applicable state regulatory
authorities.

Both HESCO and HSD are wholly-owned subsidiaries of Hartford Life Insurance
Company.  The principal business address of HESCO and HSD is the same as HL&A.

The securities will be sold by salespersons of HESCO, and subsequently HSD, who
represent HL&A as insurance and Variable Annuity agents and who are registered
representatives or Broker-Dealers who have entered into distribution agreements
with HESCO, and subsequently HSD.
<PAGE>
                                       -6-

HESCO is registered with the Commission under the Securities Exchange Act of
1934 as a Broker-Dealer and is a member of the NASD.  HSD will be registered
with the Commission under the Securities Exchange Act of 1934 as a Broker-Dealer
and will become a member of the NASD.

                                 ANNUITY PERIOD
A. Annuity Payments

   Variable Annuity payments are determined on the basis of (1) a mortality
   table set forth in the contracts and the type of Annuity payment option
   selected, and (2) the investment performance of the investment medium
   selected.  Fixed Annuity payments are based on the Annuity tables contained
   in the contracts, and will remain level for the duration of the Annuity.

   The amount of the Annuity payments will not be affected by adverse mortality
   experience or by an increase in expenses in excess of the expense deduction
   for which provision has been made (see "Charges Under the Contracts,"
   commencing on page    of the Prospectus).

   For a Variable Annuity the Annuitant will be paid the value of a fixed number
   of Annuity Units each month.  The value of such units and the amounts of the
   monthly Variable Annuity payments will, however, reflect investment income
   occurring after retirement, and thus the Variable Annuity payments will vary
   with the investment experience of the Fund shares selected.

B. Electing the Annuity Commencement Date and Form of Annuity

   The Contract Owner selects an Annuity Commencement Date and an Annuity option
   which may be on a fixed or variable basis, or a combination thereof.  The
   Annuity Commencement Date will not be deferred beyond the Annuitant's 90th
   birthday, except for certain states where deferral past age 85 is not
   permitted.

   The Annuity Commencement Date and/or the Annuity option may be changed from
   time to time, but any such change must be made at least 30 days prior to the
   date on which Annuity payments are scheduled to begin.

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

   With respect to Non-Qualified Contracts, if you do not elect otherwise,
   payments will automatically begin at the Annuitant's age 85 under Option 2
   with 120 monthly payments certain.
<PAGE>
                                       -7-

   For Qualified Contracts and contracts issued in Texas, if you do not elect
   otherwise, payments will begin automatically at the Annuitant's age 85 under
   Option 1 to provide a life Annuity.

   When an Annuity is effected under a contract, unless otherwise specified,
   variable values will be applied to provide a Variable Annuity based on
   Contract Values as they are held in the various Sub-Accounts under the
   contracts.  Fixed Account Contract Values will be applied to provide a Fixed
   Annuity.  The Contract Owner should consider the question of allocation of
   Contract Values among Sub-Accounts of the Separate Account and the General
   Account of HL&A to make certain that Annuity payments are based on the
   investment alternative best suited to the Contract Owner's needs for
   retirement.

   If at any time Annuity payments with respect to a Variable or a Fixed Annuity
   or a combination of the two are or become less than $50.00 per payment, HL&A
   has the right to change the frequency of payment to such intervals as will
   result in Annuity payments of at least $50.00.  For New York contracts the
   minimum payment is $20.00

   There may be other annuity options available offered by HL&A from time to
   time.

C. Optional Annuity Forms

   OPTION 1:  Life Annuity

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

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

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

   This Annuity option is an Annuity payable monthly during the lifetime of an
   Annuitant with the provision that if, at the death of the Annuitant, payments
   have been made for less than 120, 180 or 240 months, as elected, then the
   present value as of the date of the Annuitant's death of the current dollar
   amount at the date of death, of any remaining guaranteed monthly payments
   will be paid in one sum to the Beneficiary or Beneficiaries designated.
<PAGE>
                                       -8-

                        Illustration of Annuity Payments
                         Individual Age 65, Life Annuity
                            With 120 Payments Certain
   
   1. Net amount applied . . . . . . . . . . . . . . . . . . . .   13,978.25
   2. Initial monthly income per $1,000 of payment applied . . .        6.24
   3. Initial monthly payment (1x2 DIVIDED BY 1,000) . . . . . .       87.22
   4. Annuity Unit value . . . . . . . . . . . . . . . . . . . .         .953217
   5. Number of monthly Annuity Units (3 DIVIDED BY 4) . . . . .       91.501
   6. Assume Annuity Unit value for second month equal to. . . .         .963723
   7. Second monthly payment (6x5) . . . . . . . . . . . . . . .       88.18
   8. Assume Annuity Unit value for third month equal to . . . .         .964917
   9. Third monthly payment (8x5). . . . . . . . . . . . . . . .       88.29
    
     For the purpose of this illustration, purchase is assumed to have been made
     on the fifth business day preceding the first payment date.  In determining
     the second and subsequent payments, the Annuity Unit value of the fifth
     business day preceding the Annuity due date is used.

     OPTION 3:  Joint and Last Survivor Annuity

     An Annuity payable monthly during the joint lifetime of the Annuitant and a
     designated second person, and thereafter during the remaining lifetime of
     the survivor, ceasing with the last payment prior to the death of the
     survivor.

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

     OPTION 4:  Payments for a Designated Period

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

     In the event of the Annuitant's death prior to the end of the designated
     period, the present value as of the date of the Annuitant's death, of the
     current dollar amount of any remaining guaranteed monthly payments will be
     paid in one sum to the Beneficiary or Beneficiaries designated.

     Option 4 is an option that does not involve life contingencies and thus no
     mortality guarantee.  Charges made for the mortality undertaking under the
     contracts thus provide no real benefit to a Contract Owner.
<PAGE>
                                       -9-

     Option 5:  Death Benefit Remaining with the Company

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

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

     Under any of the Annuity options above, excluding Option 4, no surrenders
     are permitted after Annuity payments commence.  Only full surrenders are
     allowed out of Option 4 and any such surrender will be subject to
     contingent deferred charges, if applicable.

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

D.   The Annuity Unit and Valuation

     The value of the Annuity Unit for each Sub-Account in the Separate Account
     for any day is determined by multiplying the value for the preceding day by
     the product of (1) the net investment factor (see page   of the prospectus)
     for the day for which the Annuity Unit value is being calculated, and (2) a
     factor to neutralize the assumed investment rate of 4.00% per annum
     discussed in Section E. below.

                ILLUSTRATION OF CALCULATION OF ANNUITY UNIT VALUE

     1.   Net Investment Factor for period . . . . . . . . . . . .   1.011225
     2.   Adjustment for 4% Assumed Rate of Investment Return. . .    .999892
     3.   2x1. . . . . . . . . . . . . . . . . . . . . . . . . . .   1.011116
     4.   Annuity Unit value, beginning of period. . . . . . . . .    .995995
     5.   Annuity Unit value, end of period (3x4). . . . . . . . .   1.007066

E.   Determination of Amount of First Monthly Annuity Payment-Fixed and Variable

     When Annuity payments are to commence, the value of the contract is
     determined as the sum of the value of the Fixed Account no earlier than the
     close of business on the fifth Valuation Day preceding the date the first
     Annuity payment is due plus the product of the value of the Accumulation
     Unit of each Sub-Account on that same day, and the number of Accumulation
     Units credited to each Sub-Account as of the date the Annuity is to
     commence.
<PAGE>
                                      -10-
   
     The contract contains tables indicating the minimum dollar amount of the
     first monthly payment under the optional forms of Annuity for each $1,000
     of value of a Sub-Account under a contract.  The first monthly payment
     varies according to the form and type of Annuity selected.  The contracts
     contains Annuity tables derived from the 1983a Individual Annuity
     Mortality table with ages set back one year with an assumed investment rate
     ("A.I.R.") of 4% per annum.  The total first monthly Variable Annuity
     payment is determined by multiplying the value (expressed in thousands of
     dollars) of a Sub-Account (less any applicable Premium Taxes) by the amount
     of the first monthly payment per $1,000 of value obtained from the tables
     in the contracts.
    
     Fixed Annuity payments are determined at annuitization by multiplying the
     values allocated to the Fixed Account by a rate to be determined by
     Hartford Life & Accident Insurance Company which is no less than the rate
     specified in the Annuity tables in the contract.  The Annuity payment will
     remain level for the duration of the Annuity.

F.   Amount of Second and Subsequent Monthly Variable Annuity Payments

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

     Level Variable Annuity Payments would be produced if the investment rate
     remained constant and equal to the A.I.R.  In fact, payments will vary up
     or down as the investment rate varies up or down from the A.I.R.

G.   Date and Time of Annuity Payments

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

                         CALCULATION OF YIELD AND RETURN

YIELD OF THE HVA MONEY MARKET FUND SUB-ACCOUNT.  As summarized in the Prospectus
under the heading "Performance Related Information," the yield of the Money
Market Fund Sub-Account for a seven day period (the "base period") will be
computed by determining the
<PAGE>
                                      -11-

"net change in value" (calculated as set forth below) of a hypothetical account
having a balance of one share at the beginning of the period, dividing the net
change in account value by the value of the account at the beginning of the base
period to obtain the base period return, and multiplying the base period return
by 365/7 with the resulting yield figure carried to the nearest hundredth of one
percent.  Net changes in value of a hypothetical account will include net
investment income of the account (accrued daily dividends as declared by the
underlying funds, less daily expense charges of the account) for the period, but
will not include realized gains or losses or unrealized appreciation or
depreciation on the underlying fund shares.

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

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

Money Market Fund Sub-Account

The yield and effective yield for the seven day period ending December 31, 1994
is as follows:

                   ($25 annual policy fee)

Yield                    4.06%
Effective Yield          4.14%

YIELDS OF BOND FUND AND MORTGAGE SECURITIES FUND 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 mutual 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.  The Bond Fund and Mortgage
Securities Fund Sub-Accounts' yields will vary from time to time depending upon
market conditions and, the composition of the underlying funds' portfolios.
Yield should also be considered relative to changes in the value of the
Sub-Accounts' shares and to the relative risks associated with the investment
objectives and policies of the Bond Fund and Mortgage Securities Fund.

The yield reflects recurring charges on the Separate Account level, including
the annual policy fee.

BOND FUND SUB-ACCOUNT

Yield calculations of the Sub-Account used for illustration purposes reflect the
interest earned by the Sub-Account, less applicable asset charges assessed
against a Contract Owner's account over the base period.  The following is the
method used to determine the yield for the 30 day period ended December 31,
1994.
<PAGE>
                                      -12-


Example:
   
Current Yield Formula for the Sub-Account

2*[((A-B)/(C*D) + 1)TO THE 6TH POWER - 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.

            Yield =  5.87%

MORTGAGE SECURITIES FUND SUB-ACCOUNT

Yield calculations of the Sub-Account used for illustration purposes reflect the
interest earned by the Sub-Account, less applicable asset charges assessed
against a Contract Owner's account over the base period.  The following is the
method used to determine the yield for the 30 days period ended December 31,
1994.

Example:

Current Yield Formula for the Sub-Account
   
2*[((A-B)/(C*D) + 1)TO THE 6TH POWER - 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.

            Yield = 6.51%

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.

The method of calculating yields described above for these Sub-Accounts differs
from the method used by the Sub-Accounts prior to May 1, 1988.  The denominator
of the fraction used to calculate yield was previously the average unit value
for the period calculated.  That denominator will hereafter be the unit value of
the Sub-Accounts on the last trading day of the period calculated.
<PAGE>
                                      -13-

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 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.

                             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 to
prospective shareholders.  Each Sub-Account may from time to time include its
yield and total return in advertisements or information furnished to present to
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 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>
                                      -14-

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 Lehman Government Bond Index (the "Lehman 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 issued are not
included in the Lehman Government Index.

The Lehman Government/Corporate Bond Index (the "Lehman 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 Lehman
Government/Corporate Index, an issue must have amounts outstanding in excess of
$1 million, have at least one year to maturity and be rated "Baa" or higher
("investment grade") by a nationally recognized rating agency.

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

The manner in which total return and yield will be calculated for public use is
described above.  The following table summarizes the calculation of total return
and yield for each Sub-Account, where applicable, through December 31, 1994.


<PAGE>
<TABLE>
<CAPTION>

MONEY MARKET FUND - DIRECTOR

The following is an example of this calculation for the Sub-Account based
on a seven day period ending                   December 31, 1994.

<S>                                                                                             <C>
Assumption:
     Value of a hypothetical pre-existing account
     with exactly one unit at the beginning of the
     period: . . . . . . . . . . . . . . . . . . . . . . . .                                      $1.461333
     Value of the same account (excluding capital
     changes) at the end of the seven day period . . . . . . . .                                  $1.462471
Calculation:
     Ending account value. . . . . . . . . . . . . . . . . . .                                    $1.462471
     Less beginning account value. . . . . . . . . . . . . . .                                  1.461333423
     Net change in account value . . . . . . . . . . . . . . .                                    $0.001138
Base period return:
     (adjusted change/beginning account value)
          $0.001138  /             $1.461333                                                      $0.000778

Current yield =                    $0.000778 * (365/7) = . . . . .                                    4.06%
Effective yield =   (1+             0.000778) [RAISED TO THE POWER OF] 365/7 - 1 =  . . . .           4.14%
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
             AVERAGE ANNUAL TOTAL RETURN as of December 31, 1994

DIRECTOR HARTFORD LIFE & ACCIDENT                                     PERIODS ENDED
- - ----------------------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>               <C>                  <C>                  <C>
Sub-Account                                               Inception         1 YEAR               5 YEAR               10 YR/INCEPT.
                                                            Date
- - ----------------------------------------------------------------------------------------------------------------------------------
Bond Fund Sub-Account                                     08/31/77           -14.28                 3.07                       5.51

Stock Fund Sub-Account                                    08/31/77           -12.38                 4.00                      10.29

Money Market Fund Sub-Account                             07/01/80            -6.83                 0.66                       2.83

Advisers Fund Sub-Account                                 03/31/83           -13.14                 3.48                       8.77

Aggressive Growth Fund Sub-Account                        04/02/84            -6.24                10.80                      13.07

U.S. Government Money Market Sub-Account                  04/30/83            -7.12                 0.26                       2.31

Mortgage Securities Fund Sub-Account                      01/15/85           -12.13                 2.54                       5.64

Index Fund Sub-Account                                    05/01/87            -9.79                 3.76                       5.33

International Opportunities Fund Sub-Account              07/02/90           -12.43              N/A                           0.22

Dividend & Growth Fund Sub-Account                        03/08/94           N/A                 N/A                          -8.57
</TABLE>

NOTE - Average annual total return assumes a hypothetical initial payment of
       $1,000.  At the end of each period, a total surrender is assumed.
       Maintenance fees of $25 and contingent deferred sales loads of up to 7%,
       if applicable, are deducted to determine ending redeemable value of the
       original payment.  Then, the ending redeemable value is divided by the
       original investment to calculate total return.


<PAGE>

- - --------------------------------------------------------------------------------
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
- - --------------------------------------------------------------------------------

To Hartford Life & Accident Insurance Company
Separate Account One and to the
Owners of Units of Interest therein:
- - --------------------------------------------------------------------------------

We have audited the accompanying statement of assets and liabilities of ITT
Hartford Life & Accident Insurance Company Separate Account One as of December
31, 1994, and the related statement of operations for the year then ended and
statement of changes in net assets for each of the two years in the period then
ended. These financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these financial
statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Hartford Life & Accident
Insurance Company Separate Account One as of December 31, 1994, the results of
its operations for the year then ended and the changes in its net assets for
each of the two years in conformity with generally accepted accounting
principles.

Hartford, Connecticut
February 10, 1995                                            Arthur Andersen LLP


- - ---------------------------------------53---------------------------------------


<PAGE>
   
<TABLE>
<CAPTION>
- - -----------------------------------------------------------------------------------------------------------------------------------
Separate Account One
- - -----------------------------------------------------------------------------------------------------------------------------------


HARTFORD LIFE & ACCIDENT INSURANCE COMPANY
STATEMENT OF ASSETS & LIABILITIES
DECEMBER 31, 1994
- - -----------------------------------------------------------------------------------------------------------------------------------

                                                                                Bond Fund           Stock Fund
                                                                               Sub-Account         Sub-Account
                                                                               -----------         -----------

<S>                              <C>                                           <C>                         <C>
Assets:

Investments:
  Hartford Bond Fund, Inc.
    Shares                            418,466
    Cost                         $    420,191
    Market Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     $   387,508                  --

  Hartford Stock Fund, Inc.
    Shares                            555,230
    Cost                          $ 1,597,375
    Market Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          --           $   1,555,455

  HVA Money Market Fund, Inc.
    Shares                            325,712
    Cost                         $    325,712
    Market Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          --                      --

  Hartford Advisers Fund, Inc.
    Shares                          6,702,881
    Cost                          $11,108,879
    Market Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          --                      --

  Hartford Capital Appreciation Fund, Inc.
    Shares                            644,119
    Cost                         $  1,687,247
    Market Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          --                      --

  Hartford Mortgage Securities Fund, Inc.
    Shares                            318,214
    Cost                         $    346,536
    Market Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           --                     --

  Hartford Index Fund, Inc.
    Shares                            499,242
    Cost                         $    698,294
    Market Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          --                      --

  Hartford International Opportunities Fund, Inc.
    Shares                          1,279,385
    Cost                         $  1,402,198
    Market Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          --                      --

  Hartford Dividend and Growth Fund, Inc.
    Shares                             49,009
    Cost                         $     48,923
    Market Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          --                      --

  Due from Hartford Life and Accident Insurance Company . . . . . . . .             989               1,655
  Receivable from fund shares sold . . . . . . . . . . . . . . . . . . . .          --                      --
                                                                                ----------         -----------

  Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      $  388,497         $ 1,557,110
                                                                                ----------         -----------

Liabilities:

  Due to Hartford Life and Accident Insurance Company . . . . . . . . .          --                      --
  Payable for fund shares purchased. . . . . . . . . . . . . . . . . . . .             962                 856
                                                                                ----------         -----------
  Total Liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . .             962                 856
                                                                                ----------         -----------
  Net Assets (variable annuity contract liabilities) . . . . . . . . . . .      $  387,535        $  1,556,254
                                                                                ----------         -----------
                                                                                ----------         -----------

Deferred annuity contracts in the accumulation period:
Individual Sub-Accounts:
Units Owned by Participants. . . . . . . . . . . . . . . . . . . . . . . .         241,203             713,735

Unit Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     $ 1,606,681        $  2,180,436

Annuity contracts in the annuity period:
Individual Sub-Accounts:
Units Owned by Participants. . . . . . . . . . . . . . . . . . . . . . . .          --                      --

Unit Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          --                      --

</TABLE>
    

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

- - ------------------------------------ 46 ---------------------------------------

<PAGE>
   
<TABLE>
<CAPTION>

- - -----------------------------------------------------------------------------------------------------------------------------------
<S>             <C>                <C>              <C>                  <C>               <C>                         <C>
   Money                           Aggressive          Mortgage                               International            Dividend and
Market Fund     Advisers Fund      Growth Fund      Securities Fund      Index Fund        Opportunities Fund           Growth Fund
Sub-Account      Sub-Account       Sub-Account        Sub-Account        Sub-Account           Sub-Account              Sub-Account
- - -----------     -------------      -----------      ---------------      -----------       ------------------          ------------



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


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


$   325,712          --                --                 --                 --                    --                       --


     --         $ 10,727,826           --                 --                 --                    --                       --


     --              --           $  1,842,103            --                 --                    --                       --


     --              --                --             $   313,243            --                    --                       --


     --              --                --                 --             $   759,942               --                       --


     --              --                --                 --                 --               $  1,504,186                  --


     --              --                --                 --                 --                    --                   $    48,720

     --                1,625               604            --                      53                 1,070                  --

        250          --                --                     11                 100               --                             3
- - -----------    -------------     -------------       ------------        -----------          ------------              -----------
    325,962       10,729,451         1,842,707            313,254            760,095             1,505,256                   48,723
- - -----------    -------------     -------------       ------------        -----------          ------------              -----------

        251          --                --                      36            --                    --                             3

     --                  785               846              --               --                      1,102                       --
- - -----------    -------------     -------------       ------------        -----------          ------------              -----------
        251              785               846                 36            --                      1,102                        3
- - -----------    -------------     -------------       ------------        -----------          ------------              -----------
$   325,711     $ 10,728,666      $  1,841,861        $   313,218        $   760,095          $  1,504,154              $    48,720
- - -----------    -------------     -------------       ------------        -----------          ------------              -----------
- - -----------    -------------     -------------       ------------        -----------          ------------              -----------

    201,082        5,389,112           704,267            191,361            434,411             1,273,282                   48,269

$  1.462471     $   1.990804      $   2.615288       $   1.636791       $   1.749714          $   1.181321             $   1.009335


     21,631           --                --                 --                --                     --                           --

$  1.462471           --                --                 --                --                     --                           --

</TABLE>
    
- - ----------------------------------- 47 ----------------------------------------

<PAGE>

- - -------------------------------------------------------------------------------
Separate Account One
- - -------------------------------------------------------------------------------

<TABLE>
<CAPTION>

HARTFORD LIFE & ACCIDENT INSURANCE COMPANY
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1994
- - -------------------------------------------------------------------------------

                                                                                          Bond Fund           Stock Fund
                                                                                         Sub-Account         Sub-Account
                                                                                         -----------         -----------

<S>                                                                                      <C>                     <C>
Investment income:
  Dividends. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     $   19,463            $  31,589

Expenses:

  Mortality and expense undertakings . . . . . . . . . . . . . . . . . . . . . . . .         (3,730)            (18,052)
                                                                                         -----------         -----------
    Net investment income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . .         15,733               13,537
                                                                                         -----------         -----------

  Capital gains income                                                                        4,170              75,267
                                                                                         -----------         -----------

Net realized and unrealized gain (loss) on investments:

  Net realized gain (loss) on security transactions. . . . . . . . . . . . . . . . .          (2,306)               (482)

  Net unrealized appreciation (depreciation) of investments during the period. . . .         (34,023)           (138,536)
                                                                                         -----------         -----------
    Net gain (losses) on investments . . . . . . . . . . . . . . . . . . . . . . . .         (36,329)           (139,018)
                                                                                         -----------         -----------
    Net increase (decrease) in net assets resulting from operations. . . . . . . . .        $(16,426)          $ (50,214)
                                                                                         -----------         -----------
                                                                                         -----------         -----------

<FN>

*From Inception, March 8, 1994, to December 31, 1994.

</TABLE>



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

- - ----------------------------------- 48 ----------------------------------------


<PAGE>
   
<TABLE>

<CAPTION>
- - -------------------------------------------------------------------------------------------------------------------
                                    CAPITAL
    MONEY                         APPRECIATION      MORTGAGE                        INTERNATIONAL      DIVIDEND AND
 MARKET FUND     ADVISERS FUND       FUND        SECURITIES FUND    INDEX FUND    OPPORTUNITIES FUND   GROWTH FUND
 SUB-ACCOUNT      SUB-ACCOUNT     SUB-ACCOUNT      SUB-ACCOUNT      SUB-ACCOUNT      SUB-ACCOUNT       SUB-ACCOUNT*
- - ------------     -------------    ------------   ---------------    -----------   ------------------   ------------
<S>              <C>              <C>            <C>                <C>           <C>                  <C>
 $   10,676       $    348,536    $     6,922      $    21,781       $  18,515       $    19,852         $   1,314
     (3,434)          (130,579)       (21,579)          (3,949)        (9,147)           (17,606)             (496)
- - -----------       ------------    -----------      -----------       ---------       -----------        ----------
      7,242            217,957        (14,837)          17,832           9,368             2,246               818
- - -----------       ------------    -----------      -----------       ---------       -----------        ----------
         --            268,203        131,711            1,262              --                --                --
- - -----------       ------------    -----------      -----------       ---------       -----------        ----------

         --             (7,057)        (8,874)          (2,951)             81            (6,682)             (617)
         --           (924,313)      (103,586)         (25,542)        (11,389)          (46,248)             (203)
- - -----------       ------------    -----------      -----------       ---------       -----------         ----------
         --           (931,370)      (112,460)         (28,493)        (11,308)          (52,930)             (820)
- - -----------       ------------    -----------      -----------       ---------       -----------         ----------
 $  7,242         $  (445,210)   $      4,414      $    (9,399)      $  (1,940)      $   (50,684)        $      (2)
- - -----------       ------------    -----------      -----------       ---------       -----------         ---------
- - -----------       ------------    -----------      -----------       ---------       -----------         ---------

</TABLE>
    

- - --------------------------------------- 49 ------------------------------------


<PAGE>

- - -------------------------------------------------------------------------------
SEPARATE ACCOUNT ONE
- - -------------------------------------------------------------------------------
HARTFORD LIFE & ACCIDENT INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1994
- - -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                BOND FUND          STOCK FUND
                                                                                               SUB-ACCOUNT         SUB-ACCOUNT
                                                                                               -----------         ------------
<S>                                                                                            <C>                 <C>
OPERATIONS:
  Net investment income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   $     15,733        $     13,537
  Capital gains income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          4,170              75,267
  Net realized gain (loss) on security transactions. . . . . . . . . . . . . . . . . . . . .         (2,306)              (482)
  Net unrealized appreciation (depreciation) of investments during the period. . . . . . . .        (34,023)          (138,536)
                                                                                               ------------        ------------
  Net increase (decrease) in net assets resulting form operations. . . . . . . . . . . . . .        (16,426)           (50,214)
                                                                                               ------------        ------------

UNIT TRANSACTIONS:
  Purchases. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         57,432             296,833
  Net transfers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        130,427             146,495
  Surrenders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            371             (15,344)
  Net annuity transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            --                 --
                                                                                               ------------        ------------
  Net increase (decrease) in net assets resulting from unit transactions . . . . . . . . . .        188,230             427,984
                                                                                               ------------        ------------
  Total increase (decrease) in net assets. . . . . . . . . . . . . . . . . . . . . . . . . .        171,804             377,770

NET ASSETS:
  Beginning of period. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        215,731           1,178,484
                                                                                               ------------        ------------
  End of Period. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   $    387,535        $  1,556,254
                                                                                               ------------        ------------
                                                                                               ------------        ------------
</TABLE>

- - -------------------------------------------------------------------------------
HARTFORD LIFE & ACCIDENT INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1993
- - -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                BOND FUND          STOCK FUND
                                                                                               SUB-ACCOUNT         SUB-ACCOUNT
                                                                                               -----------         ------------
<S>                                                                                            <C>                 <C>
OPERATIONS:
  Net investment income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    $   494,944        $    523,498
  Capital gains income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          5,593           1,157,753
  Net realized gain (loss) on security transactions. . . . . . . . . . . . . . . . . . . . .        195,866           5,302,982
  Net unrealized appreciation (depreciation) of investments during the period. . . . . . . .         54,175            (877,654)
                                                                                               ------------        ------------
  Net increase (decrease) in net assets resulting from operations. . . . . . . . . . . . . .        750,578           6,106,579
                                                                                               ------------        ------------

UNIT TRANSACTIONS:
  Purchases. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      8,703,610          36,341,550
  Net transfers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    (12,869,282)        (58,363,167)
  Surrenders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       (359,229)           (608,845)
  Net annuity transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             --                  --
                                                                                               ------------        ------------
  Net increase (decrease) in net assets resulting from unit transactions . . . . . . . . . .     (4,524,901)        (22,630,462)
                                                                                               ------------        ------------
  Total increase (decrease) in net assets. . . . . . . . . . . . . . . . . . . . . . . . . .     (3,774,323)        (16,523,883)

NET ASSETS:
  Beginning of period. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      3,990,054          17,702,367
                                                                                               ------------        ------------
  End of period. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   $    215,731        $  1,178,484
                                                                                               ------------        ------------
                                                                                               ------------        ------------
<FN>
* From Inception, March 8, 1994, to December 31, 1994.

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

</TABLE>


- - -------------------------------------- 50 -------------------------------------


<PAGE>
   
<TABLE>
<CAPTION>
- - -------------------------------------------------------------------------------------------------------------------
                                    CAPITAL
    MONEY                         APPRECIATION      MORTGAGE                       INTERNATIONAL      DIVIDEND AND
 MARKET FUND     ADVISERS FUND        FUND       SECURITIES FUND   INDEX FUND    OPPORTUNITIES FUND   GROWTH FUND
 SUB-ACCOUNT      SUB-ACCOUNT     SUB-ACCOUNT      SUB-ACCOUNT     SUB-ACCOUNT      SUB-ACCOUNT       SUB-ACCOUNT*
- - ------------     -------------    ------------   ---------------   -----------   ------------------   ------------
<S>              <C>             <C>              <C>              <C>           <C>                  <C>
$     7,242      $     217,957   $    (14,837)    $     17,832     $     9,368      $      2,246       $       818

         --            268,203        131,711            1,262              --                --                --
         --             (7,057)        (8,874)          (2,951)             81            (6,682)             (617)
         --           (924,313)      (103,586)         (25,542)        (11,389)          (46,248)             (203)
- - -----------       ------------    -----------      -----------       ---------       -----------        ----------
      7,242           (445,210)         4,414           (9,399)         (1,940)          (50,684)               (2)
- - -----------       ------------    -----------      -----------       ---------       -----------        ----------

    160,695          2,881,917        364,450           92,206          20,149           362,667               897
    (94,589)           651,815         26,386          (43,532)         15,263           413,531            47,825
    (30,707)          (310,624)       (20,307)          (1,681)           (732)          (10,485)               --
     31,095                 --             --               --              --                --                --
- - -----------       ------------    -----------      -----------       ---------       -----------        ----------
     66,494          3,223,108        370,529           46,993          34,680           765,713            48,722
- - -----------       ------------    -----------      -----------       ---------       -----------        ----------
     73,736          2,777,898        374,943           37,594          32,740           715,029            48,720

    251,975          7,950,768      1,466,918          275,624         727,355           789,125                --
- - -----------       ------------    -----------      -----------       ---------       -----------        ----------
$   325,711      $  10,728,666   $  1,841,861     $    313,218     $   760,095      $  1,504,154       $    48,720
- - -----------       ------------    -----------      -----------       ---------       -----------        ----------
- - -----------       ------------    -----------      -----------       ---------       -----------        ----------
- - ------------------------------------------------------------------------------------------------------------------
</TABLE>
    
   
<TABLE>
<CAPTION>
- - -------------------------------------------------------------------------------------------------------------------
    MONEY                         AGGRESSIVE        MORTGAGE                       INTERNATIONAL
 MARKET FUND     ADVISERS FUND    GROWTH FUND    SECURITIES FUND   INDEX FUND    OPPORTUNITIES FUND
 SUB-ACCOUNT      SUB-ACCOUNT     SUB-ACCOUNT      SUB-ACCOUNT     SUB-ACCOUNT      SUB-ACCOUNT
- - ------------     -------------    -----------    ---------------   -----------   ------------------
<S>              <C>             <C>              <C>              <C>           <C>
   $ 88,262       $  2,177,302   $    (55,383)     $   945,183     $    39,490       $   (35,725)
         --          1,481,941        216,275               --              --                --
         --          9,497,811      8,239,605         (219,546)        235,036         2,537,533
         --           (527,308)      (880,320)         160,696          32,612           202,372
- - -----------       ------------    -----------      -----------    -------------       ----------
     88,262         12,629,746      7,520,177          886,333         307,138         2,704,180
- - -----------       ------------    -----------      -----------    ------------       -----------

 12,170,147        117,774,099     42,160,131       14,362,927       3,786,943        12,098,796
(13,937,890)      (156,426,903)   (58,331,633)     (26,226,799)     (5,010,304)      (17,657,804)
   (316,514)        (2,111,221)        53,972         (478,466)          4,082          (154,439
         --                 --             --               --              --                --
- - -----------       ------------    -----------      -----------    ------------       -----------
 (2,084,257)       (40,764,025)   (16,117,530)     (12,342,338)     (1,219,279)       (5,713,447)
- - -----------       ------------    -----------      -----------    ------------       -----------
 (1,995,995)       (28,134,279)    (8,597,353)     (11,456,005)       (912,141)       (3,009,267)

  2,247,970         36,085,047     10,064,271       11,731,629       1,639,496         3,798,392
- - -----------       ------------    -----------      -----------    ------------       -----------
$   251,975       $  7,950,768   $  1,466,918      $   275,624    $    727,355       $   789,125
- - -----------       ------------    -----------      -----------    ------------       -----------
- - -----------       ------------    -----------      -----------    ------------       -----------
</TABLE>
    
- - -------------------------------------- 51 -------------------------------------


<PAGE>

- - -------------------------------------------------------------------------------
SEPARATE ACCOUNT ONE
- - -------------------------------------------------------------------------------

HARTFORD LIFE & ACCIDENT INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1994

1.   ORGANIZATION:

     Separate Account One (the Account) is a separate investment account within
     Hartford Life & Accident 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.

2.   SIGNIFICANT ACCOUNTING POLICIES:

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

     a)  SECURITY TRANSACTIONS--Security transactions are recorded on the trade
         date (date the order to buy or sell is executed).  Cost of investments
         sold is determined on the basis of identified cost.  Dividend and
         capital gains income are accrued as of the ex-dividend date.

     b)  SECURITY VALUATION--The investment in shares of the Hartford mutual
         funds are valued at the closing net asset value per share as determined
         by the appropriate Fund as of December 31, 1994.

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

3.   ADMINISTRATION OF THE ACCOUNT AND RELATED CHARGES:

     a)  MORTALITY AND EXPENSE UNDERTAKINGS--The Company, as issuer of variable
         annuity contracts, provides the mortality and expense undertakings and,
         with respect to the Account, receives a maximum annual fee of 1.25% of
         the Account's average daily net assets.

     b)  DEDUCTION OF ANNUAL MAINTENANCE FEE--Annual maintenance fees are
         deducted through termination of units of interest from applicable
         contract owners' accounts, in accordance with the terms of the
         contracts.


- - --------------------------------------- 52 ------------------------------------


<PAGE>
                          ARTHUR ANDERSEN LLP

              REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors of

              Hartford Life and Accident Insurance Company:

We have audited the accompanying statutory-basis balance sheets of Hartford
Life and Accident Insurance Company (a Connecticut corporation and
wholly-owned subsidiary of Hartford Accident and Indemnity Insurance
Company) (the Company) as of December 31, 1994 and 1993, and the related
statutory-basis statements of income, changes in capital and surplus and
cash flows for each of the three years in the period ended December 31,
1994. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
statutory-basis 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.

The Company presents its financial statements in conformity with statutory
accounting practices as described in Note 1. When statutory-basis financial
statements are presented for purposes other than for filing with a
regulatory agency, generally accepted auditing standards require that an
auditor's report on them state whether they are presented in conformity with
generally accepted accounting principles. The accounting practices used by
the Company vary from generally accepted accounting principles as explained
and quantified in Note 1. In our opinion, because the differences in
accounting practices as described in Note 1 are material, the
statutory-basis financial statements referred to above do not present
fairly, in accordance with generally accepted accounting principles, the
financial position of the Company as of December 31, 1994 and 1993, and the
results of its operations and its cash flows for each of the three years in
the period ended December 31, 1994.

<PAGE>

However, in our opinion, the statutory-basis financial statements referred
to above present fairly, in all material respects, the financial position of
the Company as of December 31, 1994 and 1993, and the results of its
operations and its cash flows for each of the three years in the period
ended December 31, 1994 in conformity with statutory accounting practices as
described in Note 1.

Hartford, Connecticut
January 30, 1995

<PAGE>

                HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY
                          STATUTORY BALANCE SHEETS
                                  ($000)
<TABLE>
<CAPTION>
                                                         December 31,
                                                 ----------------------------
                                                    1994              1993
                                                 ----------        ----------
<S>                                              <C>               <C>
ASSETS
  Bonds                                          $1,415,749        $1,266,401
  Common Stocks                                   1,013,607           817,893
  Mortgage Loans                                      6,328             6,825
  Cash & Short-Term Investments                      90,410            95,189
  Other Invested Assets                             107,454            95,458
                                                 ----------        ----------
   Total Cash & Invested Assets                   2,633,548         2,281,768

  Investment Income Due & Accrued                    13,408            13,807
  Premium Balances Receivable                        97,910            94,114
  Receivables from Affiliates                         1,949            40,251
  Other Assets                                       20,101            16,677
  Separate Account Assets                            32,323            24,224
                                                 ----------        ----------
   Total Assets                                  $2,799,239        $2,470,839
                                                 ----------        ----------
                                                 ----------        ----------

LIABILITIES
  Aggregate Reserves for Future Benefits         $1,236,281        $1,011,069
  Policy & Contract Claims                          224,017           255,932
  Liability for Premium & Other Deposit Funds         3,338             3,977
  Asset Valuation Reserve                            20,174            16,676
  Payable to Affiliates                              44,427            36,487
  Other Liabilities                                 150,347           166,311
  Separate Account Liabilities                       32,323            24,224
                                                 ----------        ----------
   Total Liabilities                              1,710,907         1,514,676
                                                 ----------        ----------

CAPITAL AND SURPLUS
  Common Stock                                        2,500             2,500
  Gross Paid-In & Contributed Surplus               906,028           738,128
  Unassigned Funds                                  179,804           215,535
                                                 ----------        ----------
   Total Capital & Surplus                        1,088,332           956,163
                                                 ----------        ----------
TOTAL LIABILITIES AND CAPITAL AND SURPLUS        $2,799,239        $2,470,839
                                                 ----------        ----------
                                                 ----------        ----------
</TABLE>

                 The accompanying notes are an integral part of
                          these financial statements.

<PAGE>

                  HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY
                         STATUTORY STATEMENTS OF INCOME
                                    ($000)
<TABLE>
<CAPTION>
                                                     Years Ended December 31,
                                                ----------------------------------
                                                   1994        1993        1992
                                                ----------  ----------  ----------
<S>                                             <C>         <C>         <C>
REVENUES
  Premiums & Annuity Considerations             $1,042,286  $1,034,468  $  719,306
  Annuity & Other Fund Deposits                      8,834      (1,376)    285,102
  Net Investment Income                            126,403      97,946     133,085
  Other Revenues                                    20,781    (234,526)     21,414
                                                ----------  ----------  ----------
   Total Revenues                                1,198,304     896,512   1,158,907
                                                ----------  ----------  ----------

BENEFITS AND EXPENSES
  Death and Annuity Benefits                       260,265     223,954     218,996
  Surrenders and Other Benefit Payments            407,144     503,060     493,657
  Commissions and Other Expenses                   262,495     309,068     285,111
  Increase in Reserves for Future Benefits         230,718     141,303    (142,669)
  Decrease in Liability for Premium
    and Other Deposit Funds                           (500)    (53,087)     41,447
  Net Transfers to Separate Accounts                 8,543    (263,415)    223,752
                                                ----------  ----------  ----------
   Total Benefits & Expenses                     1,168,665     860,903   1,120,304
                                                ----------  ----------  ----------

NET GAIN FROM OPERATIONS
  BEFORE FEDERAL INCOME TAXES                       29,639      35,609      38,603

  Federal Income Tax (Benefit)/Expense                (860)     10,183      (8,052)
                                                ----------  ----------  ----------
NET GAIN FROM OPERATIONS                            30,499      25,426      46,655

  Net Realized Capital Losses                       (4,415)     (1,496)     17,775
                                                ----------  ----------  ----------
NET INCOME                                      $   26,084  $   23,930  $   64,430
                                                ----------  ----------  ----------
                                                ----------  ----------  ----------
</TABLE>


                 The accompanying notes are an integral part of
                          these financial statements.

<PAGE>

                  HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY
             STATUTORY STATEMENTS OF CHANGES IN CAPITAL AND SURPLUS
                                    ($000)
<TABLE>
<CAPTION>
                                                     Years Ended December 31,
                                                ----------------------------------
                                                   1994        1993        1992
                                                ----------  ----------  ----------
<S>                                             <C>         <C>         <C>
Capital & Surplus - Beginning of Year           $  956,163  $  824,240  $  801,279
                                                ----------  ----------  ----------

  Net Income                                        26,084      23,930      64,430
  Net Unrealized (Losses)/Gains                    (26,416)     25,089      (1,129)
  Change in Asset Valuation Reserve                 (3,498)     (8,930)     (3,237)
  Change in IMR Non-Admitted Asset                   4,603      (9,173)     (5,138)
  Change in Other Non-Admitted Assets               (4,861)       (565)     (2,082)
  Dividends to Stockholder                         (29,279)    (48,408)    (29,883)
  Paid-In Capital                                  167,900     150,000           0
  Other Surplus Changes                             (2,364)          0           0
                                                ----------  ----------  ----------
   Change in Capital & Surplus                     132,169     131,923      22,961
                                                ----------  ----------  ----------
Capital & Surplus - End of Year                 $1,088,332  $  956,163  $  824,240
                                                ----------  ----------  ----------
                                                ----------  ----------  ----------
</TABLE>


                 The accompanying notes are an integral part of
                          these financial statements.

<PAGE>

                  HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY
                       STATUTORY STATEMENTS OF CASH FLOW
                                    ($000)
<TABLE>
<CAPTION>
                                                                    Years Ended December 31,
                                                               ----------------------------------
                                                                  1994        1993        1992
                                                               ----------  ----------  ----------
<S>                                                            <C>         <C>         <C>
Operations
  Premiums, Annuity Considerations & Fund Deposits             $1,033,932  $1,046,061  $  994,388
  Investment Income                                               120,348      98,806     130,342
  Other Income                                                     32,694    (218,377)     16,374
                                                               ----------  ----------  ----------
   Total Income                                                 1,186,974     926,490   1,141,104
                                                               ----------  ----------  ----------

  Benefits Paid                                                   706,933     719,701     702,392
  Net Transfers to (from) Separate Accounts                         9,524    (263,415)    223,762
  Federal Income Taxes Paid on Operations                           7,655       1,073      12,751
  Other Expenses                                                  266,980     310,853     273,138
                                                               ----------  ----------  ----------
   Total Benefits & Expenses                                      991,092     768,212   1,212,043
                                                               ----------  ----------  ----------
   Net Cash from Operations                                       195,882     158,278     (70,939)
                                                               ----------  ----------  ----------

Proceeds from Investments

  Bonds                                                           759,956   1,708,865   1,678,134
  Common Stocks                                                     8,929           0      46,009
  Mortgage Loans                                                      496         452         413
  Other                                                             6,397       6,635      25,924
                                                               ----------  ----------  ----------
   Net Investment Proceeds                                        775,778   1,715,952   1,750,480
                                                               ----------  ----------  ----------

Other Cash Provided
  Paid-In Capital                                                 167,900     150,000           0
  Other Sources                                                    56,730       6,507      18,156
                                                               ----------  ----------  ----------
      Total Proceeds                                            1,196,290   2,030,737   1,697,697
                                                               ----------  ----------  ----------

Cost of Investments Acquired

  Bonds                                                           902,950   1,654,463   1,655,479
  Common Stocks                                                   219,385     180,706      26,508
  Other                                                            27,916      71,545       6,681
                                                               ----------  ----------  ----------
   Total Investments Acquired                                   1,150,251   1,906,714   1,688,568
                                                               ----------  ----------  ----------

Other Cash Applied
  Dividends Paid to Stockholder                                    42,979      34,708      29,883
  Other                                                             7,839      40,812      11,099
                                                               ----------  ----------  ----------
   Total Other Cash Applied                                        50,818      75,520      40,982
                                                               ----------  ----------  ----------
      Total Applications                                        1,201,069   1,982,234   1,729,850
                                                               ----------  ----------  ----------

Net Change in Cash & Short-Term Investments                        (4,779)     48,503     (31,953)

Cash & Short-Term Investments, Beginning of Year                   95,189      46,686      78,639
                                                               ----------  ----------  ----------

Cash & Short-Term Investments, End of Year                     $   90,410  $   95,189  $   46,686
                                                               ----------  ----------  ----------
                                                               ----------  ----------  ----------
</TABLE>


                 The accompanying notes are an integral part of
                          these financial statements.

<PAGE>



               HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY
                        NOTES TO FINANCIAL STATEMENTS
              (Amounts in thousands unless otherwise stated)


1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

    ORGANIZATION

    Hartford Life and Accident Insurance Company (HLA or the Company) is a
    wholly owned subsidiary of Hartford Accident and Indemnity Insurance
    Company (HA&I), which is an indirect subsidiary of the ITT Hartford
    Insurance Group, Inc. (ITT Hartford), a wholly owned subsidiary of
    ITT Corporation (ITT). HLA is the parent company of Hartford Life
    Insurance Company (HLIC), American Maturity Life Insurance Company,
    Alpine Life Insurance Company and has an indirect interest in ITT
    Hartford Life and Annuity Insurance Company and ITT Hartford Life of
    Canada Insurance Company.

    HLA has experienced significant growth in the group long and short term
    disability markets over the last several years and has concentrated its
    efforts to maximize its position in those markets. The Company also
    offers a complete line of the regular forms of traditional and universal
    life insurance, annuities and individual disability income coverages.
    Ordinary life is written exclusively on the non-participating plan.
    During 1992, the company began selling individual flexible premium
    annuity products containing several variable options (within the
    company's separate accounts) along with a fixed general account option.

    The Company also sells group life and offered a full range of health
    plans including a complete selection of group medical/dental plans,
    with traditional, minimum premium plan, administrative services only
    and stop loss funding arrangements. The Company complimented its medical
    offerings through partnership arrangements with local managed care
    networks in most metropolitan markets. During 1993, the Company decided
    to exit the medical and dental business which will take effect during
    1994 and 1995.

    BASIS OF PRESENTATION

    The accompanying statutory basis financial statements of HLA were
    prepared in conformity with statutory accounting practices prescribed
    or permitted by the National Association of Insurance Commissioners
    (NAIC) and the Insurance Department of the State of Connecticut.

    Statutory accounting practices and generally accepted accounting
    principles (GAAP) differ in certain significant respects. These
    differences principally involve:

        (1) treatment of policy acquisition costs (commissions, underwriting
        and selling expenses, premium taxes, etc.) which are charged to
        expense when incurred for statutory purposes rather than on a
        pro-rata basis over the expected life of the policy;

        (2) recognition of premium revenues, which for statutory purposes
        are generally recorded as collected or when due during the premium
        paying period of the contract. For GAAP purposes, revenues for
        universal life policies and investment products consist of policy
        charges for the cost of insurance, policy administration and
        surrender charges assessed to policy account balances. Premiums for
        traditional life insurance policies are recognized as revenues when
        they are due from policyholders. The retrospective deposit method is
        used in accounting for universal life and other types of contracts
        where the payment pattern is irregular or surrender charges are a
        significant source of profit. The prospective deposit method is used
        where investment margins are the primary source of profit;

        (3) development of liabilities for future policy benefits, which for
        statutory purposes predominantly use interest rate and mortality
        assumptions prescribed by the National Association of Insurance
        Commissioners (NAIC) which may vary considerably from interest and
        mortality assumptions used for GAAP financial reporting;

<PAGE>
                                     -2-

        (4) providing for income taxes based on current taxable income only
        for statutory purposes, rather than establishing additional assets or
        liabilities for deferred federal income taxes to recognize the tax
        effect related to reporting revenues and expenses in different
        periods for financial statement and tax reporting purposes;

        (5) excluding certain assets designated as non-admitted assets (past
        due agent's balances, furniture and equipment, etc.) from the balance
        sheet for statutory purposes by directly charging surplus;

        (6) establishing accruals for post-retirement and post-employment
        health care benefits on an optional basis, immediate recognition or
        a twenty year phase-in approach, whereas GAAP liabilities were
        established at date of adoption. For statutory reporting purposes,
        the Company established accruals utilizing the twenty year phase-in
        approach;

        (7) establishing a formula reserve for realized and unrealized losses
        due to default and equity risk associated with certain invested
        assets (Asset Valuation Reserve); as well as the deferral and
        amortization of realized gains and losses, resulting from changes in
        interest rates during the period the asset is held, into income over
        the remaining life of the asset sold (Interest Maintenance Reserve);
        whereas on a GAAP basis, no such formula reserve is required and
        realized gains and losses are recognized in the period the asset is
        sold;

        (8) the reporting of net reserves and benefits as a result of
        reinsurance ceded, where risk transfer has taken place. On a GAAP
        basis reserves are reported gross of reinsurance with reserve
        credits taken as recoverable assets.

        (9) the reporting of fixed maturities at amortized cost, where
        GAAP requires that fixed maturities be classified as "held-to-
        maturity", "available-for-sale" or "trading", based on the Company's
        intentions with respect to the ultimate disposition of the security
        and its ability to effect those intentions. The Company's fixed
        maturities were classified on a GAAP basis as "available-for-sale"
        and accordingly, these investments were reflected at fair value with
        the corresponding impact included as a component of Stockholder's
        Equity designated as "Unrealized Loss on Securities. Net of Tax."

        As of December 31, 1994, 1993 and 1992, the significant differences
        between statutory and GAAP basis net income and capital and surplus
        are summarized as follows:


<TABLE>
<CAPTION>
                                                  1994       1993       1992
                                                --------   --------    -------
<S>                                             <C>        <C>         <C>


    GAAP Net Income:                            $190,944   $154,491    $79,167


    Equity earnings of affiliates               (144,821)  (135,938)   (72,550)

    Deferred acquisition costs                    (3,405)    19,606    (18,893)

    Benefit reserve adjustment                   (11,693)    (3,258)    11,249

    Deferred taxes                                (1,826)   (19,285)   (16,547)

    Accrual for post retirement and post
    employment health care benefits               (2,228)       623     47,755

    Interest maintenance reserve deferral and
    amortization                                  (4,603)     9,174      2,831

    Separate accounts                                496    (12,235)    13,392

    Change in guarantee fund accrual                   0          0      2,018

    Other                                           3,220    10,752     16,008
                                                  -------   -------     ------

    Statutory Net Income                          $26,084   $23,930    $64,430
                                                  -------   -------    -------
                                                  -------   -------    -------

</TABLE>

<PAGE>
                                     -3-

<TABLE>
<CAPTION>
                                               1994         1993         1992
                                            ----------   ----------   ----------
    <S>                                     <C>          <C>          <C>

    GAAP Capital and Surplus:                 $927,798   $1,332,215   $1,081,524

    Investment in affiliates                  (534,320)    (381,376)    (265,200)

    Deferred acquisition costs                 (13,738)     (10,331)     (29,937)

    Benefit reserve adjustment                 (11,503)         190        3,448

    Deferred taxes                             (38,806)     (36,789)     (17,504)

    Asset Valuation Reserve                    (20,174)     (16,676)      (7,746)

    Accrual for post retirement and post
    employment health care benefits             44,818       46,409       45,786

    Separate accounts                            1,653        1,157       13,392

    Non admitted assets                         (9,951)      (5,090)      (9,056)

    Unrealized (Gain) Loss on Bonds            721,415            0            0

    Other, net                                  21,775       26,454        9,533
                                             ---------      -------      -------

    Statutory Capital and Surplus           $1,088,332     $956,163     $824,240
                                             ---------      -------      -------
                                              ---------     -------      -------

</TABLE>

    AGGREGATE RESERVES AND LIABILITIES FOR PREMIUM AND OTHER DEPOSIT FUNDS

    Aggregate reserves for payment of future life, health and annuity
    benefits were computed in accordance with presently accepted actuarial
    standards. Reserves for future life insurance benefits are established
    and maintained primarily using the Commissioner's Reserve Valuation
    Method (CRVM). Reserves for life insurance policies are generally based
    on the 1958 and 1983 Commissioner's Standard Ordinary Mortality Tables at
    various rates ranging from 2.5% to 7.75%. On-benefit annuity reserves
    are based principally on Individual and Group Annuity Tables at various
    rates ranging from 2.5% to 8%. Premium and deposit funds are generally
    valued on the Commissioner's Annuity Reserve Valuation Method (CARVM).
    Health claim reserves are established using the loss development factor
    method. Disability reserves are based on the present value of estimated
    future benefits.

    HLA has established separate accounts to segregate the assets and
    liabilities of certain annuity contracts that must be segregated from
    the Company's general assets under the terms of the contracts. The
    assets consist primarily of marketable securities reported at market
    value. Premiums, benefits and expenses of these contracts are reported
    in the Statutory Statement of Income.

    INVESTMENTS

    Investments in fixed maturities include bonds which are carried at
    amortized cost. Bonds which are deemed ineligible to be held at
    amortized cost by the National Association of Insurance Commissioners
    (NAIC) Securities Valuation Office (SVO) are carried at the appropriate
    SVO published value. When a permanent reduction in the value of publicly
    traded securities occurs, the decrease is reported as a realized loss
    and the carrying value is adjusted accordingly. Common stocks are carried
    at market value with the after-tax difference from cost reflected in
    surplus. Other invested assets are generally recorded at fair value.

<PAGE>

                                     -4-

    INVESTMENTS - (CONTINUED)

    The Company uses a variety of financial instruments including interest
    rate swaps, floors, issued caps, exchange traded financial futures,
    foreign currency swaps, options on bonds and futures, and forward
    commitments as a means of hedging exposure to price and/or interest rate
    risk on planned investment purchases or existing assets and liabilities.
    Income and losses generated from these instruments is generally deferred
    and amortized over the life of the hedged asset or liability.

    Realized capital gains and losses, net of taxes and amounts transferred
    to the Interest Maintenance Reserve (IMR), are reported in the Statement
    of Income. Changes in unrealized capital gains and losses on common stock
    are reported as additions to or reductions of surplus. The Asset
    Valuation Reserve is designed to provide a standardized reserve process
    for realized and unrealized losses due to the default and equity risks
    associated with invested assets. The reserve increased by $3,498, $8,930
    and $3,237 in 1994, 1993 and 1992, respectively. Additionally, the IMR,
    captures net realized capital gains and losses, net of applicable income
    taxes, resulting from changes in interest rates and amortizes these gains
    or losses into income over the remaining life of the mortgage loan or
    bond sold. The amount of 1994, 1993 and 1992 net capital losses
    reclassified to IMR were $1,790, $9,577 and $7,408, respectively. The
    amount of losses amortized in 1994, 1993 and 1992 were $5,393, $404
    and $2,270, respectively. Realized investment gains and losses are
    determined on a specific identification basis.

    RECLASSIFICATIONS:

    Certain reclassifications have been made to prior year financial
    statements to conform to current year classifications.

2.  INVESTMENTS

    (A) COMPONENTS OF NET INVESTMENT INCOME:

<TABLE>
<CAPTION>
                                                    1994       1993       1992
                                                  --------   --------    -------
    <S>                                           <C>        <C>         <C>

    Interest income from bonds and short-term
      investments                                 $ 94,841   $ 96,162    $126,095

    Interest income from mortgage loans                601        642         682

    Interest income from policy loans                    0          0       1,629

    Income from other invested assets               22,019      2,281       4,864

    Dividends from stock                            10,127        144         561
                                                   -------     ------     -------

    Gross investment income                        127,588     99,229     133,831

      Less: Investment expenses                      1,185      1,283         746
                                                   -------     ------     -------

    Net investment income                         $126,403    $97,946    $133,085
                                                   -------     ------     -------
                                                   -------     ------     -------

</TABLE>


    (B) UNREALIZED GAINS (LOSSES) ON STOCK:


<TABLE>
<CAPTION>
                                                    1994       1993       1992
                                                  --------   --------    -------
    <S>                                           <C>        <C>         <C>

    Gross unrealized gains                        $141,542   $159,069    $140,519

    Gross unrealized losses                         (6,997)    (5,237)     (2,747)
                                                   -------     ------     -------

    Net unrealized gains                           134,545    153,832     137,772

    Balance at beginning of year                   152,782    137,772     133,229
                                                   -------     ------     -------

    Change in net unrealized gains (losses) on
    equity securities                             $(18,237)  $ 16,060    $  4,543
                                                   -------     ------     -------

</TABLE>

<PAGE>
                                      -5-

    (c) UNREALIZED GAINS (LOSSES) ON BONDS AND SHORT TERM INVESTMENTS:

<TABLE>
<CAPTION>
                                                1994      1993       1992
                                             ---------   --------   --------
<S>                                          <C>         <C>        <C>
Gross unrealized gains                       $   8,465   $ 41,373   $ 44,388
Gross unrealized losses                       (111,269)   (23,385)   (43,148)
                                             ---------   --------   --------
Net unrealized gains                          (102,804)    17,988      1,240
Balance at beginning of year                    17,988      1,240     41,573
                                             ---------   --------   --------
Change in net unrealized (losses)gains on
bonds and short term investments             $(120,792)  $ 16,748   $(40,333)
                                             ---------   --------   --------
</TABLE>

    (d) COMPONENTS OF NET REALIZED GAINS:

<TABLE>
<CAPTION>
                                                1994       1993       1992
                                             ---------   --------   --------
<S>                                          <C>         <C>        <C>
Bonds                                        $     (37)  $(18,420)  $    650
Stocks                                           2,215          0     15,859
Real estate and other                              (63)    10,123      3,265
                                             ---------   --------   --------
Realized gains (losses)                          2,115     (8,297)    19,774
Capital gains taxes                              8,320      2,776      9,407
                                             ---------   --------   --------
Net realized gains                              (6,205)   (11,073)    10,367
                                             ---------   --------   --------
Less: IMR Capital Gains (Losses)                (1,790)    (9,577)    (7,408)
                                             ---------   --------   --------
Capital Gains Net of IMR                     $  (4,415)  $ (1,496)  $ 17,775
                                             ---------   --------   --------
</TABLE>

    (e) DERIVATIVE INVESTMENTS

                     SUMMARY OF INVESTMENTS - (CARRYING AMOUNTS)
                                    (in millions)

<TABLE>
<CAPTION>
                           Total               Issued Caps,    Purchased
                         Carrying     Non-       Floors &    Caps, Floors    Futures   Swaps
                           Value   Derivative  Options (A)   & Options (B)   (C),(D)  (D),(E)
                         --------  ----------  ------------  -------------   -------  --------
<S>                      <C>       <C>         <C>           <C>             <C>      <C>
TOTAL ASSET BACKED        $  654     $  654         $ 0            $0           $0       $ 0

Other Bonds and Notes        763        763           0             0            0         0
Short-Term Investment         76         76           0             0            0         0
                         --------  ----------  ------------  -------------  --------  --------
TOTAL FIXED MATURITIES     1,493      1,493           0             0            0         0
Other Investments            107        108          (1)            2            0        (1)
                         --------  ----------  ------------  -------------  --------  --------
TOTAL INVESTMENTS         $1,600     $1,601         $(1)           $2           $0       $(1)
                         --------  ----------  ------------  -------------  -------- --------
</TABLE>

<PAGE>
                                      -6-

               SUMMARY OF DERIVATIVES ON INVESTMENTS - (NOTIONAL AMOUNTS)
                                    (in millions)

<TABLE>
<CAPTION>
                                         Issued Caps,    Purchased
                         Total Notional   Floors &    Caps, Floors    Futures    Swaps
                             Amount      Options (A)   & Options (B)  (C),(D)   (D),(E)
                         --------------  ------------  -------------  --------  --------
<S>                      <C>             <C>           <C>            <C>       <C>
TOTAL ASSET BACKED          $717             $200           $200        $112      $205
  SECURITIES

Other Bonds and Notes         61                0             11           3        47
Short-Term Investment          0                0              0           0         0
                         --------------  ------------  -------------  --------  --------
TOTAL FIXED MATURITIES       778              200            211         115       252
Other Investments              0                0              0           0         0
                         --------------  ------------  -------------  --------  --------
TOTAL INVESTMENTS           $778             $200           $211        $115      $252
                         --------------  ------------  -------------  --------  --------
</TABLE>


                   SUMMARY OF INVESTMENTS - (MARKET VALUE AMOUNTS)
                                    (in millions)

<TABLE>
<CAPTION>
                                                   Issued Caps,    Purchased
                         Total Market     Non-       Floors &    Caps, Floors   Futures    Swaps
                            Value      Derivative  Options (A)   & Options (B)  (C),(D)   (D),(E)
                         ------------  ----------  ------------  -------------  -------   -------
<S>                      <C>           <C>         <C>           <C>            <C>       <C>
TOTAL ASSET BACKED          $  604       $  604         $ 0            $0           $0      $  0
  SECURITIES

Other Bonds and Notes          708          709           0             0            0        (1)
Short-Term Investment           76           76           0             0            0         0
                         ------------  ----------  ------------  -------------  --------  --------
TOTAL FIXED MATURITIES       1,388        1,389           0             0            0        (1)
Other Investments               94          107          (1)            3            0       (16)
                         ------------  ----------  ------------  -------------  --------  --------
TOTAL INVESTMENTS           $1,482       $1,496         $(1)           $3           $0      $(17)
                         ------------  ----------  ------------  -------------  -------  --------
</TABLE>

A summary of the notional and fair value of derivatives with off Balance Sheet
risk as of December 31, 1993 is as follows: (in millions)

<TABLE>
<CAPTION>
                      Issued Swaps, Caps
                      Floors and Collars    Futures   Forwards    Total
                      ------------------   --------   --------   --------
<S>                   <C>                  <C>        <C>        <C>
Notional                   $491,926        $114,610    $24,449   $630,985
Fair Value                 $    776        $      0    $   356   $  1,132
<FN>
 (A) Comprised of one $100 million cap with a strike rate of 8.8% maturing in 1997.

 (B) Comprised of purchased floors ($200 million) with a weighted avg. strike rate
     of 4.875 and a purchased cap with a strike rate of 7.75%. All mature in 1997.

 (C) Over 98% of futures contracts expire before December 31, 1995.

 (D) At December 31, 1994, we had ($18.2) million in net deferred losses for
     futures and interest rate swaps. We expect to basis adjust all ($18.2) million
     in 1995.

 (E) The following table summarizes the maturities of interest rate and foreign
     currency swaps outstanding at December 31, 1994 and the related weighted
     average interest pay rate or receive rate assuming current market conditions.
</TABLE>

<PAGE>
                                      -7-

              Maturity of Swaps on Investments as of December 31, 1994

<TABLE>
<CAPTION>
                                                                                           Last
           Derivative Type                   1995  1996  1997  1998  1999  2000+  Total  Maturity
           ---------------                  -----  ----  ----  ----  ----  -----  -----  --------
<S>                                         <C>    <C>   <C>   <C>   <C>   <C>    <C>    <C>
Interest Rate Swaps:
Pay Fixed/Receive Variable:
Notional Value                              $  0   $ 0   $ 0   $ 0   $ 0    $20   $ 20     2004
Weighted Average Pay Rate                    0.0%  0.0%  0.0%  0.0%  0.0%   9.0%   9.0%
Weighted Average Receive Rate                0.0%  0.0%  0.0%  0.0%  0.0%   0.0%   0.0%
Pay Variable/Receive Fixed:
Notional Value                              $160   $20   $ 0   $ 0   $ 0    $25   $205     2004
Weighted Average Pay Rate                    5.1%  5.4%  0.0%  0.0%  0.0%   6.4%   5.3%
Weighted Average Receive Rate                8.2%  4.7%  0.0%  0.0%  0.0%   5.8%   7.5%
Pay Variable/Receive Different Variable:
Notional Value                              $ 10   $ 0   $ 0   $ 0   $ 0    $ 0   $ 10     2004
Weighted Average Pay Rate                    5.8%  0.0%  0.0%  0.0%  0.0%   0.0%   5.8%
Weighted Average Receive Rate               20.0%  0.0%  0.0%  0.0%  0.0%   0.0%  20.0%
Total Interest Rate Swaps                   $170   $20   $ 0   $ 0   $ 0    $45   $235     2004
Total Weighted Average Pay Rate              5.1%  5.4%  0.0%  0.0%  0.0%   7.5%   5.6%
Total Weighted Average Receive Rate          8.9%  4.7%  0.0%  0.0%  0.0%   3.2%   7.4%
Foreign Currency Swaps                      $ 17   $ 0   $ 0   $ 0   $ 0    $ 0   $ 17     1995
Total Swaps                                 $187   $20   $ 0   $ 0   $ 0    $45   $252     2004
</TABLE>

    (e) CONCENTRATION OF CREDIT RISK:

    Excluding U.S. government and government agency investments, the Company
is not exposed to any significant concentration of credit risk.

<PAGE>
                                      -8-

    (F) BONDS, SHORT TERM AND UNAFFILIATED STOCK INVESTMENTS:

<TABLE>
<CAPTION>

                                                                        1994
                                                   ----------------------------------------------
                                                                  Gross       Gross
                                                    Amortized  Unrealized  Unrealized     Fair
                                                      Cost        Gains      Losses      Value
                                                   ----------  ----------  ----------  ----------
<S>                                                <C>         <C>         <C>         <C>
U.S. Government and government agencies
and authorities:
- - - guaranteed and sponsored                         $  206,571    $   31    $ (24,981)  $  181,621
- - - guaranteed and sponsored - asset backed             362,998     2,178      (41,933)     323,243
States, municipalities and political subdivisions      10,347         0       (1,208)       9,139
International governments                              13,599        98       (1,533)      12,164
Public utilities                                       53,687       174       (3,108)      50,755
All other corporate                                   388,491       331      (15,915)     372,907
All other corporate - asset backed                    290,855     5,653      (15,945)     280,563
Short-term investments                                 76,041         0            0       76,041
Certificates of Deposit                                89,201         0       (6,848)      82,553
                                                   ----------  ----------  ----------  ----------
Total                                              $1,491,790    $8,465    $(111,269)  $1,388,986
                                                   ----------  ----------  ----------  ----------
                                                   ----------  ----------  ----------  ----------
</TABLE>

<TABLE>
<CAPTION>

                                                                        1994
                                                   ----------------------------------------------
                                                                  Gross       Gross
                                                               Unrealized  Unrealized     Fair
                                                      Cost        Gains      Losses      Value
                                                   ----------  ----------  ----------  ----------
<S>                                                <C>         <C>         <C>         <C>
Common Stock                                       $  879,052    $141,542  $  (6,997)  $1,013,607
                                                   ----------  ----------  ----------  ----------
                                                   ----------  ----------  ----------  ----------
</TABLE>

<TABLE>
<CAPTION>

                                                                        1993
                                                   ----------------------------------------------
                                                                  Gross       Gross
                                                    Amortized  Unrealized  Unrealized     Fair
                                                      Cost        Gains      Losses      Value
                                                   ----------  ----------  ----------  ----------
<S>                                                <C>         <C>         <C>         <C>
U.S. Government and government agencies
and authorities:
- - - guaranteed and sponsored                         $  248,809   $   562    $  (3,436)  $  245,935
- - - guaranteed and sponsored - asset backed             363,297    12,939       (6,915)     369,321
States, municipalities and political subdivisions      85,091     3,964           (3)      89,052
International governments                              13,857       588          (87)      14,138
Public utilities                                       51,544     3,281         (468)      54,457
All other corporate                                   399,793    16,067       (4,326)     411,534
All other corporate - asset backed                    104,110     3,992       (8,150)      99,952
Short-term investments                                 85,674         0            0       85,674
                                                   ----------  ----------  ----------   ---------
Total                                              $1,352,075   $41,373    $ (23,385)  $1,370,063
                                                   ----------  ----------  ----------  ----------
                                                   ----------  ----------  ----------  ----------
</TABLE>

<PAGE>
                                      -9-

BONDS, SHORT-TERM AND UNAFFILIATED STOCK INVESTMENTS - (CONTINUED)

<TABLE>
<CAPTION>

                                                                        1993
                                                   ---------------------------------------------
                                                                  Gross       Gross
                                                               Unrealized  Unrealized     Fair
                                                      Cost        Gains      Losses      Value
                                                   ----------  ----------  ----------  ---------
<S>                                                <C>         <C>         <C>         <C>
Common Stock                                        $664,061    $159,069    $(5,237)    $817,893
                                                   ----------  ----------  ----------  ---------
                                                   ----------  ----------  ----------  ---------
</TABLE>

The amortized cost and estimated market value of bonds and short-term
investments at December 31, 1994 by management's anticipated maturity are
shown below.  Asset backed securities are distributed to maturity year based
on HLA's estimate of the rate of future prepayments of principal over the
remaining life of the securities.  Expected maturities differ from
contractual maturities reflecting borrowers' rights to call or prepay their
obligations.

<TABLE>
<CAPTION>
                                                Amortized     Estimated
Maturity                                           Cost       Fair Value
- - --------                                        ----------    ----------
<S>                                             <C>           <C>
Due in one year or less                         $  178,450    $  177,900
Due after one year through five years              738,492       713,444
Due after five years through ten years             402,535       367,494
Due after ten years                                172,313       130,148
                                                ----------    ----------
Total Bond Maturities                           $1,491,790    $1,388,986
                                                ----------    ----------
                                                ----------    ----------
</TABLE>

Proceeds from sales of investments in bonds and short-term investments
during 1994, 1993 and 1992 were $555,765, $1,819,865 and $2,052,575,
respectively, resulting in gross realized gains of $9,959, $33,981 and
$29,714, respectively, and gross realized losses of $7,928, $52,401 and
$29,064, before transfers to IMR.

(G) FAIR VALUE OF INVESTMENT-RELATED FINANCIAL INSTRUMENTS NOT DISCLOSED
    ELSEWHERE:

    BALANCE SHEET ITEMS: (IN MILLIONS)

<TABLE>
<CAPTION>

                                                    1994               1993
                                             ------------------  -----------------
                                             Carrying    Fair    Carrying   Fair
                                              Amount     Value    Amount    Value
                                             --------  --------  --------  -------
<S>                                          <C>       <C>       <C>       <C>
Assets
    Mortgage loans                           $  6,328  $  6,328   $ 6,825  $ 6,825
    Investments in partnership and trusts     101,000   101,000    75,231   69,597
    Futures, options, and miscellaneous        (1,000)  (13,000)    1,949   10,597
Liabilities
    Liabilities on investment contracts      $  3,376  $  3,328   $ 3,900  $ 3,874
</TABLE>

<PAGE>
                                      -10-

    The following methods and assumptions were used to estimate the fair
    value of each class of financial instruments for which it is practical
    to do so: securities and derivative instruments, including swaps, issued
    caps, floors, futures, forward commitments and collars, are based on
    dealer quotes or quoted market prices for the same or similar
    securities; investments in partnerships and trusts are based on external
    market valuations from partnership and trust management; and other
    policy claims and benefits payable are determined by estimating future
    cash flows discounted at the current market rate.

3.  RELATED PARTY TRANSACTIONS:

    Transactions between the Company and Hartford Fire relate principally to
    tax settlements, reinsurance, rental and service fees, capital
    contributions and payments of dividends.  Substantially all general
    expenses related to HLA, including rent expenses, are initially paid by
    Hartford Fire.  Direct expenses are allocated using specific
    identification and indirect expenses are allocated using other
    applicable methods.  The rent paid to Hartford Fire for the space
    occupied by HLA was $7,926, $7,926 and $7,646 in 1994, 1993 and 1992.
    Transactions between the Company and its direct subsidiary, HLIC, relate
    principally to tax settlements, expenses, reinsurance, rental and
    service fees, capital contributions and payments of dividends.

    For additional information, see Footnote 5, 6 and 7.

4.  FEDERAL INCOME TAXES:

    HLA and its affiliates are included in the consolidated Federal income
    tax return of Hartford Fire which is ultimately included in the income
    tax return of ITT.  Allocation of taxes is based primarily upon separate
    company tax return calculations with current credit for net losses used
    in consolidation.  Intercompany Federal income tax balances are
    generally settled quarterly with Hartford Fire.

    Federal income taxes paid by the Company were $7,655, $1,073 and $12,751
    in 1994, 1993 and 1992, respectively.

5.  CAPITAL AND SURPLUS AND SHAREHOLDER DIVIDEND RESTRICTIONS:

    The maximum amount of dividends which can be paid, without prior
    approval, by State of Connecticut insurance companies to shareholders is
    generally restricted to the greater of 10% of surplus as of the
    preceding December 31st or the net gain from operations for the previous
    year. Dividends are paid as determined by the Board of Directors and are
    not cumulative. Dividends paid by the Company to its parent, HA&I were
    $42,979, $34,708 and $29,883 in 1994, 1993 and 1992, respectively.
    Additionally, dividends declared by the Company to its parent, HA&I in
    1994, 1993 and 1992 were $29,279, $48,408 and $29,883, respectively.
    HLA received capital contributions totalling $167,900, including the
    stock of ITT Hartford Life of Canada ($17,900) and $150,000 in 1994 and
    1993, respectively, from its parent, Hartford A & I.  In 1993, HLA
    contributed $180,000 of capital to HLIC.

6.  PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS:

    The Company's employees are included in Hartford Fire's non-contributory
    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 and the
    maximum amount that can be deducted for Federal income tax purposes.
    Generally, pension costs are funded through the purchase of the
    Company's group pension contracts.  Pension expense was $2,428, $4,520
    and $4,717 in 1994, 1993 and 1992, respectively. Liabilities for these
    plans are included in the financial statements of Hartford Fire.

    The Company also participates in ITT's Investment and Savings Plan,
    which includes a deferred compensation option under IRC section 401(k)
    and an ESOP allocation under IRC section 404(k).  The liabilities for
    these plans are included in the financial statements of Hartford Fire.


<PAGE>
                                      -11-

    PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS - (CONTINUED)

    The Company's employees are included in the Hartford Fire's
    contributory defined health care and life insurance benefit plans.
    These plans provide health care and life insurance benefits for retired
    employees.  Substantially all employees may become eligible for those
    benefits if they reach normal or early retirement age while still
    working for the Company.  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 (not
    including provisions for accrual of postretirement benefit obligations),
    allocated by Hartford Fire, was $1,895, $1,542 and $1,961 for 1994, 1993
    and 1992, respectively.

    The Company began accruing for postretirement benefit obligations other
    than pensions during 1993.  In accordance with statutory accounting
    procedures, the Company elected to establish these liabilities of
    $17,380 based on a twenty-year phase in approach.  Accordingly, the
    Company recognized an expense of $869 in 1994 as a result of this new
    accounting procedure.

    The assumed rate of future increases in the per capita cost of health
    care (the health care trend rate) was 11% for 1994, decreasing ratably
    to 6.0% in the year 2001.  Increasing the health care trend rates by
    one percent per year would have an immaterial impact on the accumulated
    postretirement benefit obligation and the annual expense.

    Post-employment benefits are primarily comprised of obligations to
    provide medical and life insurance to employees on long term disability.
    Post-employment benefits expense was not material in 1994, 1993 and 1992.

7.  REINSURANCE:

    In November 1993, HLA ceded substantially all of the individual fixed
    and variable annuity business to ITT Hartford Life and Annuity Insurance
    Company (ILA).  As a result of this transaction, the assets and
    liabilities of the company decreased approximately $1 billion.

    The Company assumes all accident and health, credit and group life
    insurance in force, except for corporate owned life insurance from HLIC,
    as well as all group life and health business written by Hartford Fire
    and certain domestic property casualty affiliates of ITT Hartford.  The
    Company cedes all individual life insurance to HLIC.  The Company also
    maintains reinsurance treaties, primarily annual renewable term
    agreements, with numerous life insurance companies.

    The Company did not write-off any uncollectible reinsurance recoverables
    during the year.  In management's opinion, there is no material exposure
    from uncollected reinsurance.  The Company did not commute any
    reinsurance during the year.

8.  COMMITMENTS AND CONTINGENCIES:

    The Company has no material contingent liabilities, nor has the Company
    committed any surplus funds for any contingent liabilities or
    arrangements.  HLA is involved in various legal actions which have arisen
    in the normal course of the Company's business.  In the opinion of
    management, the ultimate liability with respect to such lawsuits as well
    as other contingencies is not considered to be material in relation to
    the results of operations and financial position of the Company.

9.  SUBSEQUENT EVENTS:

    None


<PAGE>
                                     PART C

                                OTHER INFORMATION

Item 24.  Financial Statements and Exhibits

     (a)  All financial statements are included in Part A and Part B of the
          Registration Statement.
   
     (b)  (1)  A copy of the resolution authorizing the Separate Account is
               incorporated herein

          (2)  Not applicable.  HL&A maintains custody of all assets.

          (3)  Principal Underwriter Agreement between Hartford Life and
               Accident Insurance Company and Hartford Equity Sales Company,
               Inc., is incorporated herein.

               Form of Dealer Agreement is incorporated herein.

          (4)  A copy of the Individual Flexible Premium Variable Annuity
               Contract is incorporated herein.

          (5)  The Form of Application is incorporated herein.

          (6)  (a)  Restated Certificate of Incorporation of Hartford Life and
                    Accident Insurance Company is incorporated herein.

               (b)  Bylaws of Hartford Life and Accident Insurance Company are
                    incorporated herein.

         (27)  Financial Data Schedule
    
          (7)  Not applicable.

          (8)  Not applicable.
<PAGE>
                                       -2-

          (9) (a)   Not applicable.

          (9) (b)   Not applicable.

          (10) Not applicable.

          (12) Schedule of Performance Data is filed herein.

Item 25.  Directors and Officers of the Depositor

          Louis J. Abdou                          Vice President

          David H. Annis                          Vice President

          Paul J. Boldischar, Jr.                 Vice President

          Wendell J. Bossen                       Vice President


          Peter W. Cummins                        Vice President

          Juliana B. Dalton                       Vice President

          Ann M. deRaismes                        Vice President

          Allen Douma, M.D.                       Medical Director

          Donald R. Frahm                         Chairman & CEO

          Bruce D. Gardner                        General Counsel & Secretary

          Joseph H. Gareau                        Executive Vice President &
                                                  Chief Investment Officer

          Richard J. Garrett                      Vice President & Treasurer

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

          Lynda Godkin                            Assistant General Counsel &
                                                  Secretary

          Lois W. Grady                           Vice President

<PAGE>
                                       -3-

          David A. Hall                           Senior Vice President &
                                                  Actuary

          Joseph Kanarek                          Vice President

          Kevin J. Kirk                           Vice President

          Andrew W. Kohnke                        Vice President

          Stephen M. Maher                        Vice President & Actuary

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

          Thomas M. Marra                         Senior Vice President &
                                                  Actuary and Director
                                                  Individual Life and Annuity
                                                  Division

          David J. McDonald                       Senior Vice President

          Kevin A. North                          Vice President

          Joseph J. Noto                          Vice President

          Leonard E. Odell, Jr.                   Senior Vice President

          Michael C. O'Halloran                   Vice President & Senior
                                                  Associate General Counsel

          Craig R. Raymond                        Vice President & Chief Actuary

          Lowndes A. Smith                        President & Chief Operating
                                                  Officer

          Edward J. Sweeney                       Vice President

          James E. Trimble                        Vice President & Actuary

          Raymond P. Welnicki                     Senior Vice President

          James T. Westervelt                     Senior Vice President & Group
                                                  Comptroller

          Lizabeth H. Zlatkus                     Vice President

          Donald J. Znamierowski                  Vice President
<PAGE>
                                       -4-

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

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

          Exhibit 26 is incorporated herein by reference to the Registration
          Statement filed on April 11, 1988.

Item 27.  Number of Contract Owners

          As of               there were       Contract Owners.
                                         -----

Item 28.  Indemnification - Incorporated herein by reference to the Registration
          Statement filed on July 10, 1986.

Item 29.  Principal Underwriters

          (a)  HESCO acts as principal underwriter for the following
        investment companies:

               Hartford Life Insurance Company - DC Variable Account I

               Hartford Life Insurance Company - Separate Account Two (DC
               Variable  Account II)

               Hartford Life Insurance Company - Separate Account Two (Variable
               Account "A")

               Hartford Life Insurance Company - Separate Account Two (NQ
               Variable Account)

               Hartford Life Insurance Company - Separate Account Two (QP
               Variable Account)

               Hartford Life Insurance Company - Separate Account One

               Hartford Life Insurance Company - Separate Account Two (Director)

               Hartford Life Insurance Company - Putnam Capital Manager Trust
               Separate Account

               Hartford Life and Accident Insurance Company - Putnam Capital
               Manager   Separate Account One

<PAGE>
                                       -5-

               Hartford Life and Accident Insurance Company - Separate Account
               One
               Hartford Money Market Fund, Inc.

               Hartford Life Insurance Company - Separate Account Three

               ITT Hartford Life and Annuity Insurance Company - Separate
               Account Three

               Hartford Life Insurance Company - Separate Account Five

               ITT Hartford Life and Annuity Insurance Company - Separate
               Account Five

               ITT Hartford Life and Annuity Insurance Company - Separate
               Account Six

               Hartford Life Insurance Company Separate Account VL I

          (b)  Directors and Officers of HESCO

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

           Donald P. Waggaman, Jr.      Treasurer

           Bruce D. Gardner             Secretary

           George R. Jay                Controller

           Lowndes A. Smith             President

Item 30.  Location of Accounts and Records

          Accounts and records are maintained by:

            Hartford Life & Accident Insurance Company
            200 Hopmeadow Street
            Simsbury, CT  06089

Item 31.  Management Services

          None

Item 32.  Undertakings
<PAGE>
                                       -6-

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

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

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

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 the four provisions of the
no-action letter.




(Sep. Acct. Two)

<PAGE>


                   HARTFORD LIFE INSURANCE COMPANY, INC.
                                    AND
             HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY, INC.


                            POWER OF ATTORNEY

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

do hereby jointly and severally authorize Bruce D. Gardner and/or Rodney J.
Vessels to sign as their agent, any Registration Statement, pre-effective
amendment, and any post-effective amendment of the Hartford Life Insurance
Company, Inc. and Hartford Life and Accident Insurance Company, Inc. under the
Securities Act of 1933 and/or the Investment Company Act of 1940.

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

/s/ Donald R. Frahm                       Dated:
- - --------------------------                      --------------------
    Donald R. Frahm

/s/ Bruce D. Gardner                      Dated:
- - --------------------------                      --------------------
    Bruce D. Gardner

/s/ John P. Ginnetti                      Dated:
- - --------------------------                      --------------------
    John P. Ginnetti

/s/ Thomas M. Marra                       Dated:  12-9-94
- - --------------------------                      --------------------
    Thomas M. Marra

/s/ Leonard E. Odell, Jr.                 Dated:  12/2/94
- - --------------------------                      --------------------
    Leonard E. Odell, Jr.

/s/ Lowndes A. Smith                      Dated:
- - --------------------------                      --------------------
    Lowndes A. Smith

/s/ Raymond P. Welnicki                   Dated:
- - --------------------------                      --------------------
    Raymond P. Welnicki

/s/ Lizabeth H. Zlatkus                   Dated:
- - --------------------------                      --------------------
    Lizabeth H. Zlatkus

/s/ Donald J. Znamierowski                Dated:  12/8/94
- - --------------------------                      --------------------
    Donald J. Znamierowski


<PAGE>


                               SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant certifies that it meets all of the
requirements for effectiveness of this Registration Statement pursuant to Rule
485(b) under the Securities Act of 1933 and duly caused this Registration
Statement to be signed on its behalf, in the City of Hartford, and State of
Connecticut on this 28th day of April, 1995.

HARTFORD LIFE & ACCIDENT INSURANCE COMPANY -
SEPARATE ACCOUNT ONE
   (Registrant)


*By:                                            By:
    ---------------------------------------         --------------------------
     Thomas M. Marra, Senior Vice President             Rodney J. Vessels
                                                        Attorney-in-Fact

HARTFORD LIFE & ACCIDENT INSURANCE COMPANY
   (Depositor)

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

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

Donald R. Frahm, Chairman and
  Chief Executive Officer, Director *
Bruce D. Gardner, General Counsel
 Corporate Secretary, Director *
Joseph H. Gareau, Executive Vice
 President and Chief Investment
 Officer, Director *
John P. Ginnetti, Senior Vice
 President, Director *                         By: April 28, 1995
Thomas M. Marra, Senior Vice                      ----------------------
 President, Director *                                 Rodney J. Vessels
Leonard E. Odell, Jr., Senior                          Attorney-in-Fact
 Vice President, Director *
Lowndes A. Smith, President                    Dated:
 Chief Operating Officer,                            ---------------------
 Director *
Raymond P  Welnicki, Senior Vice
 President, Director *
Lizabeth H. Zlatkus, Vice President
 Director *
Donald J. Znamierowski, Vice President
 Comptroller, Director *

33-43398


<PAGE>

                                                          EXHIBIT 1(b)

                 HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY

                              CONSENT OF DIRECTORS



We, the undersigned, being all of the Directors of Hartford Life and Accident
Insurance Company ("Company"), hereby consent to the following actions, such
actions to have the same force and effect as if taken at a meeting duly held for
such purpose.

     RESOLVED, that Company is hereby authorized to establish a separate account
     in accordance with state insurance laws and to issue variable annuity
     insurance contracts with reserves for such contracts being segregated in
     such separate account.

     FURTHER RESOLVED, that the officers of the Company are hereby authorized
     to:

     (1)  Designate or redesignate the Account as such Officers deem
          appropriate;

     (2)  Comply with applicable state and federal laws and regulations
          applicable to the establishment and operation of the Account;

     (3)  Establish, from time to time, the terms and conditions pursuant to
          which interests in the Account will be sold; and

     (4)  Establish all procedures, standards and arrangements necessary or
          appropriate for the operation of the Account.


     /s/ Edward N. Bennett                        /s/ Donald R. Frahm
     --------------------------                   ---------------------------
         Edward N. Bennett                            Donald R. Frahm


     /s/ John P. Ginnetti                         /s/ Larry K. Lance
     --------------------------                   ---------------------------
         John P. Ginnetti                             Larry K. Lance


     /s/ David J. McDonald                        /s/ Lowndes A. Smith
     --------------------------                   ---------------------------
         David J. McDonald                            Lowndes A. Smith


     /s/ Michael S. Wilder                        /s/ Howard A. York
     --------------------------                   ---------------------------
         Michael S. Wilder                            Howard A. York


                        /s/ Donald J. Znamierowski
                        --------------------------
                            Donald J. Znamierowski

Dated: May 20, 1994


<PAGE>
                                                                   EXHIBIT 3(b)


                         PRINCIPAL UNDERWRITER AGREEMENT


THIS AGREEMENT, dated as of the ___ day of ______, 1991, made by and between
HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY ("HL&A" or the "Sponsor"), a
corporation organized and existing under the laws of the State of Connecticut,
and HARTFORD EQUITY SALES COMPANY, INC. ("HESCO"), a corporation organized and
existing under the laws of the State of Connecticut,

                                   WITNESSETH:

     WHEREAS, the Board of Directors of HL&A has made provision for the
     establishment of a separate account within HL&A in accordance with the
     laws of the State of Connecticut, which separate account was organized and
     is established and registered as a unit trust type investment company with
     the Securities and Exchange Commission under the Investment Company Act of
     1940, as amended, and which is designated Hartford Life & Accident
     Insurance Company Separate Account Two (referred to as the "Unit Trust");
     and

     WHEREAS, HESCO offers to the public a certain Individual Flexible Premium
     Annuity Insurance Contracts contract (the "Contract") issued by HL&A
     with respect to the Unit Trust and units of interest thereunder which are
     registered under the Securities Act of 1933, as amended; and

     WHEREAS, HESCO has previously agreed to act as distributor in connection
     with offers and sales of the Contract under the terms and conditions set
     forth in this Distribution Agreement.

     NOW THEREFORE, in consideration of the mutual agreements made herein, the
     Sponsor and HESCO agree as follows:


                                       I.

                                 HESCO'S DUTIES

1.   HESCO, as principal underwriter for the Contract, will use its best efforts
     to effect offers and sales of the Contract through broker-dealers that are
     members of the National Association of Securities Dealers, Inc. and whose
     registered representatives are duly licensed as insurance agents of HL&A.
     HESCO is responsible for compliance with all applicable requirements of the
     Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
     amended, and the Investment Company Act of 1940, as amended, and the rules
     and regulations thereunder, and all other applicable laws, rules and
     regulations relating to the sales and distribution of the Contract, the
     need for which arises out of its duties as principal underwriter of said
     Contract and relating to the creation of the Unit Trust.
<PAGE>

                                       -2-


2.   HESCO agrees that it will not use any prospectus, sales literature, or any
     other printed matter or material or offer for sale or sell the Contract if
     any of the foregoing in any way represent the duties, obligations, or
     liabilities of HL&A as being greater than, or different from, such
     duties, obligations and liabilities as are set forth in this Agreement, as
     it may be amended from time to time.

3.   HESCO agrees that it will utilize the then currently effective prospectus
     relating to the Unit Trust's Contracts in connection with its selling
     efforts.

     As to the other types of sales materials, HESCO agrees that it will use
     only sales materials which conform to the requirements of federal and state
     insurance laws and regulations and which have been filed, where necessary,
     with the appropriate regulatory authorities.

4.   HESCO agrees that it or its duly designated agent shall maintain records of
     the name and address of, and the securities issued by the Unit Trust and
     held by, every holder of any security issued pursuant to this Agreement, as
     required by the Section 26(a)(4) of the Investment Company Act of 1940, as
     amended.

5.   HESCO's services pursuant to this Agreement shall not be deemed to be
     exclusive, and it may render similar services and act as an underwriter,
     distributor, or dealer for other investment companies in the offering of
     their shares.

6.   In the absence of willful misfeasance, bad faith, gross negligence, or
     reckless disregard of its obligations and duties hereunder on the part of
     HESCO, HESCO shall not be subject to liability to the Unit Trust or to any
     Contract Owner or party in interest under a Contract for any act or
     omission in the course, or connected with, rendering services hereunder.


                                       II.

1.   The  Unit Trust reserves the right at any time to suspend or limit the
     public offering of the Contracts upon thirty days' written notice to HESCO,
     except where the notice period may be shortened because of legal action
     taken by any regulatory agency.

2.   The Unit Trust agrees to advise HESCO immediately:

     a.   Of any request by the Securities and Exchange Commission for amendment
          of its Securities Act registration statement or for additional
          information;

     b.   Of the issuance by the Securities and Exchange Commission of any stop
          order suspending the effectiveness of the Securities Act registration
<PAGE>

                                       -3-


          statement relating to units of interest issued with respect to the
          Unit Trust or of the initiation of any proceedings for that purpose;

     c.   Of the happening of any material event, if known, which makes untrue
          any statement in said Securities Act registration statement or which
          requires change therein in order to make any statement therein not
          misleading.

     HL&A will furnish to HESCO such information with respect to the Unit Trust
     and the Contracts in such form and signed by such of its officers and
     directors as HESCO may reasonably request and will warrant that the
     statements therein contained when so signed will be true and correct.
     HL&A will also furnish, from time to time, such additional information
     regarding the Unit Trust's financial condition as HESCO may reasonably
     request.


                                      III.

                                  COMPENSATION

For providing the principal underwriting functions on behalf of the Unit Trust,
HESCO shall be entitled to receive compensation as agreed upon from time to time
by HLIC and HESCO.


                                       IV.

                           RESIGNATION AND REMOVAL OF
                              PRINCIPAL UNDERWRITER

HESCO may resign as Principal Underwriter hereunder, upon 120 days' prior
written notice to HL&A. However, such resignation shall not become effective
until either the Unit Trust has been completely liquidated and the proceeds of
the liquidation distributed through HL&A to the Contract Owners or a successor
Principal Underwriter has been designated and has accepted its duties.


                                       V.

                                  MISCELLANEOUS

1.   This Agreement may not be assigned by any of the parties hereto without the
     written consent of the other party.

2.   All notices and other communications provided for hereunder shall be in
     writing and shall be delivered by hand or mailed first class, postage
     pre-paid, addressed as follows:

     a.   If to HLIC - Hartford Life Insurance Company, P.O. Box 2999,
          Hartford, Connecticut 06104-2999

<PAGE>

                                       -4-



     b.   If to HESCO - Hartford Equity Sales Company, Inc., Hartford Plaza,
          Hartford, Connecticut 06115

     or to such other address as HESCO or the Sponsor shall designate by
     written notice to the other.

3.   This Agreement may be executed in any number of counterparts, each of which
     shall be deemed an original and all of which shall be deemed one
     instrument, and an executed copy of this Agreement and all amendments
     hereto shall be kept on file by the Sponsor and shall be open to inspection
     at any time during the business hours of the Sponsor.

4.   This Agreement shall inure to the benefit of and be binding upon the
     successor of the parties hereto.

5.   This Agreement shall be construed and governed by and according to the laws
     of the State of Connecticut.

6.   This Agreement may be amended from time to time by the mutual agreement and
     consent of the parties hereto.

7.   a.   This Agreement shall become effective on __________, 1991, and shall
          continue in effect for a period of two years from that date and,
          unless sooner terminated in accordance with 7(b) below, shall continue
          in effect from year to year thereafter provided that its continuance
          is specifically approved at least annually by a majority of the
          members of the Board of Directors of HL&A.

     b.   This Agreement (1) may be terminated at any time, without the payment
          of any penalty, either by a vote of a majority of the members of the
          Board of Directors of HL&A on sixty days prior written notice to
          HESCO; (2) shall immediately terminate in the event of its assignment
          and (3) may be terminated by HESCO on sixty days prior written notice
          to HL&A, but such termination will not be effective until HLIC
          shall have contracted with one or more persons to act as principal
          underwriter of the Contacts. HESCO hereby agrees that it will continue
          to act as principal underwriter until its successor or successors
          assume such undertaking.
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.

(SEAL)                             HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY

Attest:


                                        By
- - --------------------------------          ---------------------------------

(SEAL)                                  HARTFORD EQUITY SALES COMPANY, INC.

Attest:


                                        By
- - --------------------------------          ---------------------------------

<PAGE>
                                                       [ITT LOGO]

                                 SALES AGREEMENT

1.0  APPOINTMENT

     1.1  The Hartford insurance company(ies) named in the Sales Agreement
          Specifications Page and, with respect to SEC Registered contracts,
          Hartford Equity Sales Company, Inc., as Principal Underwriter,
          (hereinafter collectively referred to as "Company") hereby appoint the
          named individual(s) or organization(s) as "Agent" of Company for the
          solicitation and procurement of applications for insurance contracts
          (hereinafter referred to as "Contracts") in the line(s) of business
          set forth in the Sales Agreement Specifications Page, in all states in
          which Company is authorized to do business and in which Agent is
          properly licensed and appointed, without exclusive representation.

2.0  AUTHORITY

     2.1  Agent has the power or authority to represent Company only to the
          extent expressly granted in this Agreement and no further power or
          authority is implied.

     2.2  Nothing contained herein is intended to create a relationship of
          employer and employee between Company and Agent. Agent and, if
          applicable, any sub-agents appointed by Agent, shall be independent
          contractors as to Company and free to exercise their own judgment as
          to the time, place and means of performing all acts hereunder, but
          they shall conform to all regulations of Company not unreasonably
          interfering with freedom of action or judgment.

     2.3  This Agreement terminates all previous Agency agreements, if any,
          between Company and Agent. However, the execution of this Agreement
          shall not affect any obligations which have already accrued under any
          prior agreement.

     2.4  Agent does not have the authority to collect premiums for each line of
          business, other than initial premiums, unless specifically set forth
          in the applicable commission schedule.

     2.5  If Agent is a Class I through Class XX Agent, Agent is authorized to
          procure and solicit applications for Contracts through sub-agents
          which Agent may appoint with the approval of Company. No agreement
          between Agent and any sub-agent shall impose any liability or
          obligation upon Company unless Company is a party thereto in writing.
          All sub-agents shall be duly licensed under the applicable insurance
          laws to sell annuity, life and health insurance contracts by the
          proper authorities in the jurisdictions in which Agent proposes to
          offer such Contracts. The sub-agents shall indicate in each
          application for a Contract that it has been solicited on behalf of
          Agent.

          2.5.1  Agent shall supervise any sub-agents appointed by Agent to
                 solicit sales of the Contracts and Agent shall be responsible
                 for all acts and omissions of each sub-agent within the scope
                 of his agency appointment at all times. Agent shall exercise
                 all responsibilities required by the applicable federal and
                 state law and regulations. Company shall not have any
                 responsibility for the supervision of any sub-agents of Agent.

          2.5.2  Company may, by written notice to Agent, refuse to permit any
                 sub-agent to solicit applications for the sale of any of the
                 Contracts hereunder and may, by such notice, require Agent to
                 cause any such sub-agent to cease any such solicitation or
                 sales, and Company may require Agent to cancel the appointment
                 of any sub-agent with Company.

Form HL-A 11450 1 Printed in U.S.A.


                                      -1-
<PAGE>

     2.6  If Agent is assigned a different Agent Class for different Lines of
          Business (i.e. Class I Agent for Variable Annuities and a Class V
          Agent for Individual Life, Annuity and Health Insurance), the
          provisions of this Agreement, which specifically relate only to a
          particular Class of Agent shall only apply to Agent in transacting
          that Line of Business for which Agent is so classified, if any.

3.0  SEC REGISTERED CONTRACTS

     3.1  If Agent is a Class I through Class XX Agent and an NASD registered
          Broker-Dealer, Agent agrees that, with respect to SEC Registered
          Contracts, Agent has full responsibility for the training and
          supervision of all persons, including sub-agents of Agent, associated
          with Agent who are engaged directly or indirectly in the offer or sale
          of such Contracts and that all such persons shall be subject to the
          control of Agent with respect to such persons' activities in
          connection with the Contracts. Agent will cause the sub-agents to be
          trained in the sale of the Contracts and will cause such sub-agents to
          be registered representatives of Agent before such sub-agents engage
          in the offer or sale of the Contracts. Agent shall cause Agent's sub-
          agents' qualifications to be certified to the satisfaction of Company
          and shall notify Company if any sub-agents cease to be registered
          representatives of Agent.

          3.1.1  Agent will fully comply with the requirements of the National
                 Association of Securities Dealers, Inc. and of the Securities
                 Exchange Act of 1934 and all other applicable federal or state
                 laws and will establish such rules and procedures as may be
                 necessary to cause diligent supervision of the securities
                 activities of the sub-agents. Upon request by Company, Agent
                 shall furnish any records necessary to establish such diligent
                 supervision.

          3.1.2  Before a sub-agent is permitted to solicit and procure
                 applications for the Contracts, Agent and the sub-agent shall
                 have entered into an agreement pursuant to which the sub-agent
                 will be appointed a sub-agent and a registered representative
                 of Agent and in which the sub-agent will agree that his
                 selling activities relating to the Contracts will be under the
                 supervision and control of Agent, and the sub-agent's right to
                 continue to sell such Contracts is subject to his continued
                 compliance with such agreement.

          3.1.3  In the event a sub-agent fails or refuses to submit to
                 supervision of Agent in accordance with this Agreement, or
                 otherwise fails to meet the rules and standards imposed by
                 Agent, Agent shall immediately notify such sub-agent that he
                 is no longer authorized to sell the Contracts, and Agent shall
                 take whatever additional action may be necessary to terminate
                 the sales activities of such sub-agent relating to the
                 Contracts including immediate notification of Company of such
                 termination.

     3.2  If Agent is not an NASD Registered Broker/Dealer but is a member of an
          affiliated group of legal entities one of which is an NASD Registered
          Broker/Dealer ("Broker/Dealer") and a party to this Agreement, Agent
          agrees that, with respect to SEC Registered contracts, the sub-agents
          of Agent shall be registered representatives of such Broker/Dealer.

          3.2.1  As appropriate, any reference in this Agreement to Agent shall
                 apply equally to such Broker/Dealer.

          3.2.2  Each Agent which is not a Broker/Dealer hereby directs Company
                 to pay any compensation due, pursuant to Paragraph 4, to the
                 Broker/Dealer.

          3.2.3  If Agent is not a Broker/Dealer but is a member of an
                 affiliated group of legal entities one of which is a Broker/
                 Dealer and a party to this Agreement, Agent and Broker/Dealer
                 agree that, with respect to SEC Registered Contracts, Agent and
                 Broker/Dealer have responsibility for the training and
                 supervision of all registered representatives of Broker/Dealer
                 and who are sub-agents of Agent and who are engaged directly
                 or indirectly in the offer or sale of such SEC Registered
                 Contracts and that all such representatives shall be subject to
                 the control of Agent and Broker/Dealer with respect to their
                 activities in connection with the SEC Registered Contracts.


                                       -2-

<PAGE>

     3.3  If Agent is neither an NASD Registered Broker-Dealer nor a member of
          an affiliated group of legal entities one of which is a Broker/Dealer,
          Agent and any sub-agents shall be registered representatives of
          Hartford Equity Sales Company, Inc.

     3.4  All other provisions of this Agreement apply to the sale of SEC
          Registered Contracts.

4.0  COMPENSATION

     4.1  Company will pay Agent as full compensation hereunder, commissions
          and/or service fees on premiums paid to Company on account of
          Contracts issued upon applications procured pursuant to this Agreement
          and while this Agreement is in effect.

          4.1.1  Commission and/or service fees will be paid in the amounts and
                 for the periods of time as set forth in the Commission
                 Schedules included in this Agreement or subsequently made a
                 part hereof, and which are in effect at the time such
                 Contracts are sold.

          4.1.2  The Commission Schedules included in this Agreement are
                 subject to change by Company at any time, but only upon
                 written notice to Agent. No such change shall affect any
                 Contracts issued upon applications received by Company at
                 Company's Home Office prior to the effective date of such
                 change.

          4.1.3  Any Commission Schedule included in this Agreement or
                 subsequently made a part hereof may provide other or
                 additional conditions regarding compensation and if so, will
                 be controlling to the extent of the other or additional
                 conditions.

     4.2  Compensation will be earned by Agent only for those applications
          accepted by Company, and only after receipt by Company at Company's
          Home Office in Hartford, Connecticut, of the required premium and
          compliance by Agent with any outstanding delivery requirements.

          4.2.1  No compensation will be earned or paid on premiums (other than
                 premiums on health insurance contracts) waived by Company
                 pursuant to any "waiver of premium" provision.

          4.2.2  Should Company for any reason return any premium on a policy
                 issued hereunder, Agent agrees to repay Company the total
                 amount of any compensation which may have been paid thereon
                 within thirty (30) business days of notice of such refund.

     4.3  Any compensation otherwise payable to Agent in accordance with this
          Section 4.0 shall be reduced by the amount, if any, of such
          compensation paid directly, at the direction of Agent, by Company to
          any person and appointed by Company and Agent or, in connection with
          group policies, the amounts paid by Company to a resident licensed
          agent in a state which requires the countersignature by, or the
          effectuating of the insurance through, a resident licensed agent.

     4.4  In the event of termination of this Agreement for one or more of the
          reasons specified in Subparagraphs 7.2.2 or 7.2.3 below, no further
          commissions or other compensation shall thereafter be payable.

     4.5  In the event of termination in accordance with 7.1 below if in any
          calendar year following such termination the aggregate commissions
          payable hereunder for all life and health policies (not SEC regulated
          contracts) total less than $100.00, no further commissions shall be
          payable hereunder, other references to vesting to the contrary not
          withstanding. This rule is not applicable to any SEC registered
          equity product.

With respect to registered Contracts, if Agent is disqualified for
          continued registration with the NASD, Company shall not be obligated
          to pay any compensation, the payment of which would represent a
          violation of NASD rules.

     4.6  With respect to registered Contracts, if Agent is disqualified for
          continued registration with the NASD, Company shall not be obligated
          to pay any compensation, the payment of which would represent a
          violation of NASD rules.


                                       -3-

<PAGE>

          In such event, Company shall hold any commission otherwise due on any
          Contract in force in "escrow" from the date of such disqualification
          until the termination of any litigation or administrative proceedings
          relating to such disqualification, provided Agent commences an appeal
          to the NASD within 180 days following the disqualification notice and
          actively pursues such appeal. Should Agent's registration in the NASD
          be reinstated, all compensation due or becoming due Agent during the
          period of disqualification shall be immediately paid, provided this
          does not violate any NASD rules or regulations in effect at said time.

5.0  GENERAL PROVISIONS

     5.1  Agent shall cooperate with Company in the investigation and
          settlement of all claims against Agent and/or Company relating to the
          solicitation or sale of Contracts under this Agreement. Agent shall
          promptly forward to Company any notice of claim or other relevant
          information which may come into Agent's possession.

     5.2  Agent shall keep full and accurate records of the business transacted
          by Agent under this Agreement and shall forward to Company such
          reports of said business as Company may prescribe. Company shall have
          the right to examine said records at reasonable times. All rate books,
          manuals, forms, supplies and any other properties furnished by Company
          and in the possession of Agent shall be returned to Company on
          termination of this Agreement.

     5.3  Agent shall bear all of Agent's expenses incurred in the performance
          of this Agreement.

     5.4  Agent shall have a duty to obtain applications for Company and, where
          appropriate, to conserve and renew coverage placed with Company.

     5.5  All applications for the purchase of Contracts shall be subject to
          acceptance by Company. Company reserves the right to prescribe
          conditions, rules and regulations for the offer and acceptance of its
          Contracts, which may be changed from time to time and which shall be
          forwarded to Agent.

     5.6  Company reserves the right to modify, change or discontinue the
          offering of any form of Contract at any time.

     5.7  No waiver or modification of this Agreement will be effective unless
          it be in writing and signed by a duly authorized officer of Company
          and Agent or a duly authorized officer of Agent.

     5.8  The failure of Company to enforce any provisions of this Agreement
          shall not constitute a waiver of any such provision. The past waiver
          of a provision by Company shall not constitute a course of conduct or
          a waiver in the future of that same provision.

     5.9  In the event any legal process or notice is served on Agent in a suit
          or proceeding against Company, Agent shall forward forthwith such
          process or notice to Company at its Home Office in Hartford,
          Connecticut, by certified mail.

     5.10 Agent shall not use any advertising material, prospectus, proposal, or
          representation either in general or in relation to a Contract of
          Company unless furnished by Company or until the consent of Company
          shall have been first secured. Agent shall not issue or recirculate
          any illustration, circular, statement or memorandum of any sort,
          misrepresenting the terms, benefits or advantages of any Contract
          issued by Company, or make any misleading statement as to dividends or
          other benefits to be received thereon, or as to the financial position
          of Company.


                                       -4-
<PAGE>

          5.10.1 In regard to SEC Registered Contracts, Agent agrees not to
                 make written or oral representations except such as are
                 contained in current prospectuses and authorized supplementary
                 sales literature made available by Company. In respect to such
                 products Agent also agrees to comply with the Securities and
                 Exchange Commission Statement of Policy and the regulations
                 thereunder of the National Association of Securities Dealers,
                 Inc.

     5.11 Agent shall indemnify and save Company harmless from any loss or
          expense on account of any unauthorized act or transaction by Agent, or
          persons employed or appointed by Agent, or any claim by a sub-agent of
          Agent for compensation due or to become due on account of such sub-
          agent's sale of Contracts.

          5.11.1 Agent expressly authorizes Company to charge against all
                 compensation due or to become due to Agent under this
                 Agreement any monies paid or liabilities incurred by Company
                 under this Paragraph 5.11.

     5.12 Agent shall not offer or pay any rebate of premium or make any offer
          of any other inducement not specified in the Contracts to any person
          to insure with Company. Agent shall not make any misrepresentation or
          incomplete comparison for the purpose of inducing a policyholder in
          any other company to lapse, forfeit or surrender its insurance
          therein.

     5.13 No assignment of this Agreement, or commissions payable hereunder,
          shall be valid unless authorized in writing by Company. Every
          assignment shall be subject to any indebtedness and obligation of
          Agent that may be due or become due to Company and any applicable
          state insurance regulations pertaining to such assignments.

     5.14 Company may at any time deduct, from any monies due under this
          Agreement, every indebtedness or obligation of Agent to Company.

          5.14.1 On termination of this Agreement, any outstanding indebtedness
                 to Company shall become immediately due and payable.

6.0 LIMITATION OF AUTHORITY

     6.1  Agent is not authorized, and is expressly forbidden on behalf of
          Company, to incur any indebtedness or liability, or to make, alter or
          discharge agreements, or to waive forfeitures, extend the time of
          payment of any premium, waive payment in cash, or to receive any money
          due or to become due Company, except as specifically provided in this
          Agreement.

     6.2  No individual Contract providing life, health or disability insurance
          coverage shall be delivered if a sub-agent or Agent has knowledge that
          the health of the proposed insured has changed since the application
          was taken or unless the first premium has been fully paid and delivery
          made by the delivery date specified by Company or, if no delivery date
          is specified, within sixty (60) days from the date said Contract is
          mailed from Company's Home Office.

          6.2.1  Any Contract not delivered, in accordance with this Paragraph
                 6.2, shall be returned to Company immediately.

7.0  TERMINATION

     7.1  This entire Agreement may be terminated by either party by giving
          thirty (30) days' notice in writing to the other party.


                                       -5-
<PAGE>

          7.1.1  Such notice of termination shall be mailed to the last known
                 address of Agent appearing on Company's records, or in the
                 event of termination by Agent, to the Home Office of Company
                 at P.O. Box 2999, Hartford, Connecticut 06104-2999.

          7.1.2  Such notice shall be an effective notice of termination of
                 this Agreement as of the time the notice is deposited in the
                 United States mail or the time of actual receipt of such
                 notice if delivered by means other than mail.

     7.2  This Agreement shall automatically terminate without notice upon the
          occurrence of any of the events set forth below:

          7.2.1  Upon the bankruptcy or dissolution of Agent provided, however,
                 that if there is more than one Agent, the Agreement shall
                 automatically terminate only with respect to the bankrupt or
                 dissolved Agent.

          7.2.2  When and if Agent commits fraud or gross negligence in the
                 performance of any duties imposed upon Agent by this Agreement
                 or wrongfully withholds or misappropriates, for Agent's own
                 use, funds of Company, its policyholders or applicants.

          7.2.3  When and if Agent materially breaches this Agreement or
                 materially violates the insurance or Federal or State
                 securities laws of a state in which Agent transacts business.

          7.2.4  When and if Agent fails to obtain renewal of a necessary
                 license in any jurisdiction, but only as to that jurisdiction.

          7.2.5  When and if Agent is disqualified for continued membership
                 with the NASD or registration with the Securities and Exchange
                 Commission, but only as to SEC registered Contracts.

     7.3  The provisions of Sections 4.0 and 6.0 shall survive the termination
          of this Agreement, as appropriate.


                                       -6-


<PAGE>

                                                               EXHIBIT 4(b)


                           INDIVIDUAL FLEXIBLE PREMIUM
                            VARIABLE ANNUITY CONTRACT

                   HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY
                                  P.O. Box 2999
                        Hartford, Connecticut 06104-2999
           (a stock life insurance company, herein called the Company)


Unless otherwise directed by the Contract Owner, the Company agrees to pay the
named Annuitant, on the Annuity Commencement Date, if the Annuitant and Contract
Owner are then living, the first of a series of annuity payments the frequency,
period, and dollar amounts of which shall be determined on the basis as set
forth herein, in accordance with the Annuity Option selected.

This contract is issued in consideration of the payment of the initial premium
payment.

This contract is subject to the laws of the jurisdiction where it is delivered.

The Contract Specifications on Page 3 and the conditions and provisions on this
and the following pages are part of the contract.

RIGHT TO CANCEL

We want you to be satisfied with the contract you have purchased. We urge you to
closely examine its provisions. If for any reason you are not satisfied with
your purchase you may surrender the contract by returning the contract within
ten days after you receive it. In such event, we will pay to the Contract Owner
an amount equal to the sum of (i) the difference between the premiums paid and
the amounts allocated to any Account under the contract and (ii) the Contract
Value on the date of surrender. The Contract Owner bears only the investment
risk during the period prior to the Company's receipt of request for
cancellation. If you request cancellation before you receive the contract, any
premium paid will be refunded in full.

Signed for the Company


     /s/ Bruce D. Gardner          /s/ Lowndes A. Smith
     ---------------------------   ---------------------------
     Bruce D. Gardner, SECRETARY   Lowndes A. Smith, PRESIDENT


Purchase Payments are flexible as described herein.

Nonparticipating

ALL PAYMENTS AND VALUES PROVIDED BY THIS CONTRACT, WHEN BASED ON INVESTMENT
EXPERIENCE OF A SUB-ACCOUNT, ARE VARIABLE AND ARE NOT GUARANTEED AS TO FIXED
DOLLAR AMOUNT. DETAILS OF THE VARIABLE PROVISIONS ARE DESCRIBED UNDER VALUATION
PROVISIONS, PAGES 8,9 AND 10.

             INDIVIDUAL FLEXIBLE PREMIUM VARIABLE ANNUITY CONTRACT


<PAGE>

                             CONTRACT SPECIFICATIONS

CONTRACT NUMBER     SPECIMEN       CONTRACT DATE            FEBRUARY 8, 1992
NAME OF ANNUITANT   JAMES SCOTT    DATE OF ISSUE            FEBRUARY 8, 1992
AGE OF ANNUITANT    35             ANNUITY COMMENCEMENT
                                   DATE                     JANUARY 1, 2022
SEX OF ANNUITANT    MALE           INITIAL PREMIUM PAYMENT          $20,000
                                   MINIMUM SUBSEQUENT PAYMENT           500
                                   MINIMUM FIXED ACCOUNT INTEREST RATE   4%
CONTINGENT ANNUITANT   PAUL SCOTT
DESIGNATED BENEFICIARY ANN SCOTT   CONTRACT OWNER
                                   (IF OTHER THAN ANNUITANT)           SAME

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

FORM NUMBERS                DESCRIPTION OF BENEFITS
  HL-
A13363, A13354
A13355, 12427,
12428, 12429
12430, 12431,     INDIVIDUAL FLEXIBLE PREMIUM VARIABLE ANNUITY CONTRACT
11894

THE INITIAL PREMIUM PAYMENT WILL BE ALLOCATED AS SPECIFIED IN YOUR APPLICATION.
THE SAME ALLOCATIONS WILL BE MADE FOR SUBSEQUENT PREMIUM PAYMENTS UNLESS YOU
CHANGE THE ALLOCATION OR, AT THE TIME OF A PREMIUM PAYMENT, YOU INSTRUCT US TO
ALLOCATE THAT PAYMENT DIFFERENTLY.

SEPARATE ACCOUNT:         SEPARATE ACCOUNT TWO

             SUB-ACCOUNT                          BASED ON:

      AGGRESSIVE GROWTH FUND                    HVA AGGRESSIVE GROWTH FUND, INC.

      STOCK FUND                                HVA STOCK FUND, INC.

      INTERNATIONAL OPPORTUNITIES FUND          HARTFORD INTERNATIONAL
                                                OPPORTUNITIES FUND, INC.

      ADVISERS FUND                             HVA ADVISERS FUND, INC.

      INDEX FUND                                HARTFORD INDEX FUND, INC.

      BOND/DEBT SECURITIES FUND                 HVA BOND FUND, INC.

      GNMA/MORTGAGE SECURITIES FUND             HARTFORD GNMA/MORTGAGE
                                                SECURITIES FUND, INC.

      MONEY MARKET FUND                         HVA MONEY MARKET FUND, INC.

OR OTHER FUNDS AS MAY BE MADE AVAILABLE FROM TIME TO TIME.


                                   PAGE 3

<PAGE>
                      CONTRACT SPECIFICATIONS (continued)

CONTRACT OWNER SPECIMEN                   DATE OF ISSUE    FEBRUARY 8, 1992
NAME OF ANNUITANT      JAMES SCOTT        ANNUITY COMMENCEMENT  JANUARY 1, 2022

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

CONTINGENT DEFERRED SALES CHARGES:

SUBJECT TO THE WITHDRAWAL PRIVILEGE, CONTINGENT DEFERRED SALES CHARGES ON
CONTRACTS WILL BE ASSESSED AGAINST CONTRACT VALUES WHEN SURRENDERED. THE LENGTH
OF TIME FROM RECEIPT OF THE PREMIUM PAYMENT TO THE TIME OF SURRENDER DETERMINES
THE CHARGE. FOR THIS PURPOSE, PREMIUM PAYMENTS WILL BE DEEMED TO BE SURRENDERED
IN THE ORDER IN WHICH THEY WERE RECEIVED AND ALL SURRENDERS WILL BE FIRST FROM
PREMIUM PAYMENTS AND THEN FROM OTHER CONTRACT VALUES. THIS CHARGE IS A
PERCENTAGE OF THE AMOUNT WITHDRAWN (NOT TO EXCEED THE AGGREGATE AMOUNT OF THE
PREMIUM PAYMENTS MADE) AND EQUALS:

                            LENGTH OF TIME FROM PREMIUM PAYMENT
       CHARGE                        (NUMBER OF YEARS)

         7%                                  1
         6%                                  2
         5%                                  3
         4%                                  4
         3%                                  5
         2%                                  6
         1%                                  7
         0%                                  8 AND THEREAFTER

NO CONTINGENT DEFERRED SALES CHARGES WILL BE ASSESSED IN THE EVENT OF DEATH
OF THE ANNUITANT OR CONTRACT OWNER (AS APPLICABLE), OR IF CONTRACT VALUES ARE
APPLIED TO AN ANNUITY OPTION PROVIDED FOR UNDER THIS CONTRACT (PROVIDED HOWEVER,
ANY SURRENDER OUT OF OPTION 4 WILL BE SUBJECT TO CONTINGENT DEFERRED SALES
CHARGES, IF APPLICABLE) OR UPON THE EXERCISE OF THE WITHDRAWAL PRIVILEGE.

ANNUAL WITHDRAWAL PRIVILEGE AMOUNT: 10% OF PREMIUM PAYMENTS

ANNUAL CONTRACT MAINTENANCE FEE:   $25

MORTALITY AND EXPENSE RISK CHARGE: 1.25% PER ANNUM OF THE AVERAGE DAILY CONTRACT
VALUE IN THE SUB-ACCOUNTS.

ADMINISTRATION CHARGE:  .15% PER ANNUM OF THE AVERAGE DAILY CONTRACT VALUE.

SPECIFIED CONTRACT ANNIVERSARIES:  EVERY 7TH ANNIVERSARY (i.e., THE 7TH, 14TH,
21ST, ETC. CONTRACT ANNIVERSARIES).


                               PAGE 3 (CONTINUED)

<PAGE>

DEFINITION OF    ACCOUNT - Any of the Sub-Accounts or the Fixed Account.
CERTAIN TERMS

                 ACCUMULATION UNIT - An accounting unit of measure used to
                 calculate the value of a Sub-Account of this contract before
                 annuity payments begin.

                 ANNUITANT - The person on whose life this contract is issued.

                 ANNUITY COMMENCEMENT DATE - The date on which annuity payments
                 are to begin as described under Settlement Provisions in this
                 contract.

                 ANNUITY UNIT - An accounting unit of measure used to calculate
                 the amount of annuity payments under the variable annuity
                 option.

                 BENEFICIARY - The person entitled to receive benefits as per
                 the terms of the contract in case of the death of the Contract
                 Owner or Annuitant, as applicable.

                 COMPANY - The Hartford Life and Accident Insurance Company.

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

                 CONTRACT ANNIVERSARY - An anniversary of the Contract Date.
                 Similarly, Contract Years are measured from the Contract Date.
                 The Contract Date is shown on Page 3.


                 CONTRACT MAINTENANCE FEE - An amount which is deducted from
                 the value of the contract at the end of the Contract Year or
                 on the date of surrender of this contract, if earlier.

                 CONTRACT OWNER - The owner(s) of the contract.

                 CONTRACT VALUE - The value of the Sub-Accounts plus the value
                 of the Fixed Account on any day.

                 DATE OF ISSUE - The date on which an Account is established
                 for the Contract Owner by the Company.

                 DOLLAR COST AVERAGING - Contract Owner initiated systematic
                 transfers from one or more Accounts to any other available
                 Sub-Accounts.

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


                 FIXED ACCOUNT - Part of the Company's General Account to which
                 all or a portion of the Contract Value may be allocated.

                 FUND(S) - Currently the Funds specified on Page 3.

                 GENERAL ACCOUNT - All assets of the Company other than those
                 allocated to the separate accounts of the Company.

                 HOME OFFICE OF THE COMPANY - Currently located at 200
                 Hopmeadow St., Simsbury, Ct. All correspondence concerning
                 this contract should be sent to our mailing address at P.O.
                 Box 2999, Hartford, CT 06104-2999.

                 MINIMUM DEATH BENEFIT - The minimum amount payable upon the
                 death of an Annuitant or Contract Owner, as applicable, prior
                 to age 85 and before annuity payments have commenced.

                                      Page 4

<PAGE>

DEFINITION OF
CERTAIN TERMS
(CONTINUED)
                 PREMIUM TAX - The amount of tax, if any, charged by a
                 state or municipality on premium payments or Contract
                 Values.

                 SEPARATE ACCOUNT - An account established by the Company to
                 separate the assets funding the variable benefits for the
                 class of contracts to which this contract belongs from the
                 other assets of the Company. The Separate Account and the
                 Funds, which are the underlying securities of the Separate
                 Account, are listed on the Contract Specifications on Page 3
                 of this contract.

                 SPECIFIED CONTRACT ANNIVERSARIES - The Contract Anniversaries
                 shown on page 3.

                 SUB-ACCOUNT - The subdivisions of the Separate Account which
                 are used to determine how the Contract Owner's Account is
                 allocated between the Funds.

                 TERMINATION VALUE - The value of the contract upon
                 termination, as described in the section of the contract
                 captioned "Termination Provisions."

                 VALUATION DAY - Every day the New York Stock Exchange is open
                 for trading.

PREMIUM          PREMIUM PAYMENTS
PAYMENTS
                 Premium payments are payable at the Home Office of
                 the Company. Payments may be made by check payable to
                 Hartford Life and Accident Insurance Company or by any
                 other method which the Company deems acceptable.

                 The Initial Premium Payment is shown on Page 3. This is a
                 flexible premium annuity. Additional payments may be accepted
                 by the Company. The additional payments must be at least equal
                 to the minimum subsequent premium payment shown on Page 3.

                 ALLOCATION OF PREMIUM PAYMENTS

                 The Contract Owner shall specify that portion of any premium
                 payment to be allocated to each Account, provided, however,
                 that the minimum allocation to any Account may not be less
                 than the Company's minimum amount then in effect.

                 The Contract Owner may transfer Contract Values held in the
                 Accounts into other Accounts; however, the Company reserves
                 the right to limit the number of transfers to no more
                 frequently than 12 per Contract Year with no two transfers
                 being made on consecutive Valuation Days. Subject to the
                 following two paragraphs, any such limitations will apply to
                 all Contract Owners.

                 The right to reallocate Contract Values between the Accounts
                 is subject to modification if the Company determines, in its
                 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 Accounts by a
                 Contract Owner at any one time. Such restrictions may be
                 applied in any manner reasonably designed to prevent any use
                 of the transfer right which is considered by the Company to be
                 to the disadvantage of other Contract Owners.

                                   Page 5

<PAGE>

PREMIUM
PAYMENTS
(CONTINUED)      The maximum amount transferable from the Fixed Account during
                 any Contract Year is the greater of 30% of the Fixed Account
                 balance as of the last Contract Anniversary or the greatest of
                 any prior transfer from the Fixed Account. This limitation
                 does not apply to Dollar Cost Averaging. However, if any
                 interest rate is renewed at a rate at least one percentage
                 point less than the previous rate, the Contract Owner may
                 elect to transfer up to 100% of the funds receiving that
                 reduced rate within 60 days of notification of the interest
                 rate decrease. Transfers may not be made from the Sub-Accounts
                 into the Fixed Account for the six-month period following any
                 transfer from the Fixed Account into the other Sub-Accounts.
                 The Company reserves the right to defer transfers from the
                 Fixed Account for up to six months from the date of request.

CONTRACT         ANNUITANT, CONTINGENT ANNUITANT, CONTRACT OWNER
CONTROL
PROVISIONS       The Annuitant may not be changed.

                 The designations of Contract Owner and Contingent Annuitant
                 will remain in effect until changed by the Contract Owner.
                 Changes in the designation of the Contract Owner may be made
                 during the lifetime of the Annuitant by written notice to the
                 Company. Changes in the designation of Contingent Annuitant
                 may be made at any time prior to the Annuity Commencement Date
                 by written notice to the Company. Notwithstanding the
                 foregoing, if no Contingent Annuitant has been named and the
                 Contract Owner/Annuitant's spouse is the Beneficiary, it will
                 be assumed that the Contract Owner/Annuitant's spouse is the
                 Contingent Annuitant.

                 The Contract Owner has the sole power to exercise all the
                 rights, options and privileges granted by this contract or
                 permitted by the Company and to agree with the Company to any
                 change in or amendment to the contract. The rights of the
                 Contract Owner shall be subject to the rights of any assignee
                 of record with the Company and of any irrevocably designated
                 beneficiary. In the case of joint Contract Owners, each
                 Contract Owner alone may exercise all rights, options and
                 privileges, except with respect to the Termination and Partial
                 Surrender/Withdrawal Privilege Provisions.

                 BENEFICIARY

                 The Designated Beneficiary will remain in effect until
                 changed by the Contract Owner. Changes in the Designated
                 Beneficiary may be made during the lifetime of the
                 Annuitant by written notice to the Home Office of
                 the Company. If the Designated Beneficiary has been designated
                 irrevocably, however, such designation cannot be changed or
                 revoked without such Beneficiary's written consent. Upon
                 receipt of such notice and written consent, if required, at
                 the Home Office of the Company, the new designation
                 will take effect as of the date the notice is signed, whether
                 or not the Annuitant or Contract Owner is alive at the time of
                 receipt of such notice. The change will be subject to any
                 payments made or other action taken by the Company before the
                 receipt of the notice.

                 In the event of the death of the Annuitant when there is no
                 surviving Contingent Annuitant, the Beneficiary will be as
                 follows. If the Annuitant is a joint Contract Owner and the
                 death of the Annuitant occurs prior to the Annuity
                 Commencement Date, the Beneficiary shall be the surviving
                 Contract Owner, notwithstanding that the Designated
                 Beneficiary may be different. Otherwise, the Beneficiary will
                 be the Designated Beneficiary then in effect. If there is no
                 Designated Beneficiary in effect or if the Designated
                 Beneficiary is no longer living, the Contract Owner will be the
                 Beneficiary. If the Annuitant is the sole Contract Owner and
                 there is no Designated Beneficiary in effect, the Annuitant's
                 estate will be the Beneficiary.

                                    Page 6

<PAGE>

CONTRACT
CONTROL
PROVISIONS
(CONTINUED)      In the event of the death of a Contract Owner prior to the
                 Annuity Commencement Date, the Beneficiary will be as follows.
                 If the owner was the sole Contract Owner, the Beneficiary
                 shall be the Designated Beneficiary then in effect. If no
                 Beneficiary designation is in effect or if the Designated
                 Beneficiary has predeceased the Contract Owner, the Contract
                 Owner's estate shall be the Beneficiary. At the first death of
                 a joint Contract Owner prior to the Annuity Commencement Date,
                 the Beneficiary shall be the surviving Contract Owner
                 notwithstanding that the Designated Beneficiary may be
                 different.

GENERAL          THE CONTRACT
PROVISIONS
                 This contract constitutes the entire contract.

                 MODIFICATION

                 No modification of this contract shall be made except over the
                 signature of the President, a Vice President, a Secretary, or
                 an Assistant Secretary of the Company.

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

                 MINIMUM VALUE STATEMENT

                 Any Termination Values, death benefits or settlement
                 provisions available under this contract equal or exceed those
                 required by the state in which the contract is delivered.

                 NON-PARTICIPATION

                 This contract does not share in the surplus earnings of the
                 Company. That portion of the assets of the Separate Account
                 equal to the reserves and other contract liabilities of the
                 Separate Account shall not be chargeable with liabilities
                 arising out of any other business the Company may conduct.

                 MISSTATEMENT OF AGE AND SEX

                 If the age or sex of the Annuitant has been misstated, the
                 amount of the annuity payable by the Company shall be that
                 provided by that portion of the amounts allocated to effect
                 such annuity on the basis of the corrected information without
                 changing the date of the first payment of such annuity. Any
                 underpayments by the Company shall be made up immediately and
                 any overpayments shall be charged against future amounts
                 becoming payable.

                 If the age of the Annuitant or Contract Owner has been
                 misstated, the amount of any death benefit payable shall be
                 determined based upon the correct age of the Annuitant or
                 Contract Owner.

                                    Page 7

<PAGE>

GENERAL
PROVISIONS
(CONTINUED)      INCONTESTABILITY

                 We cannot contest this Contract.

                 REPORTS TO THE CONTRACT OWNER

                 There shall be furnished to each Contract Owner copies of any
                 shareholder reports of the Funds and of any other notices,
                 reports or documents required by law to be delivered to
                 Contract Owners. Annually, a statement of the Contract Value
                 is sent to the Contract Owner.

                 VOTING RIGHTS

                 The Company shall notify the Contract Owner of any Fund
                 shareholder's meetings at which the shares held for the
                 Contract Owner's Account may be voted and shall also send
                 proxy materials and a form of instruction by means of which
                 the Contract Owner can instruct the Company with respect to
                 the voting of the shares held for the Contract Owner's
                 Account. In connection with the voting of Fund shares held by
                 it, the Company shall arrange for the handling and tallying of
                 proxies received from Contract Owners. The Company as such,
                 shall have no right, except as hereinafter provided, to vote
                 any Fund shares held by it hereunder which may be registered in
                 its name or the names of its nominees. The Company will,
                 however, vote the Fund shares held by it in accordance with
                 the instructions received from the Contract Owners for whose
                 Accounts the Fund shares are held. If a Contract Owner desires
                 to attend any meeting which shares held for the Contract
                 Owner's benefit may be voted, the Contract Owner may request
                 the Company to furnish a proxy or otherwise arrange for the
                 exercise of voting rights with respect to the Fund shares held
                 for such Contract Owner's Account. In the event that the
                 Contract Owner gives no instructions or leaves the manner of
                 voting discretionary, the Company will vote such shares of the
                 appropriate Fund in the same proportion as shares of that Fund
                 for which instructions have been received. Also, the Company
                 will vote the Fund Shares in this proportionate manner which
                 are held by the Company for its own account. During the
                 annuity period under a contract the number of votes will
                 decrease as the assets held to fund annuity benefits decrease.

                 SUBSTITUTION

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

                 PROOF OF SURVIVAL

                 The payment of any annuity benefit will be subject to evidence
                 that the Annuitant is alive on the date such payment is
                 otherwise due.

VALUATION        NET PREMIUM PAYMENTS
PROVISIONS
                 The net premium payment is equal to the premium payment minus
                 any applicable Premium Taxes. The net premium payment is
                 applied to provide Fixed Account values or Sub-Account
                 Accumulation Units with respect to the Sub-Account(s) selected
                 by the Contract Owner.

                                    Page 8

<PAGE>

VALUATION
PROVISIONS
(CONTINUED)      The number of Accumulation Units credited to each Sub-Account
                 is determined by dividing the net premium payment allocated to
                 a Sub-Account by the dollar value of one Accumulation Unit for
                 such Sub-Account, next computed after the receipt of a premium
                 payment by the Company. The number of Accumulation Units so
                 determined will not be affected by any subsequent change in
                 the value of such Accumulation Units. The Accumulation Unit
                 value in any Sub-Account may increase or decrease from day to
                 day as described below.

                 The Company will determine the value of the Fixed Account by
                 crediting interest to amounts allocated to the Fixed Account.
                 The minimum Fixed Account interest rate is the rate shown on
                 Page 3, compounded annually. The Company, at its discretion,
                 may credit interest rates greater than the minimum Fixed
                 Account interest rate.

                 NET INVESTMENT FACTOR

                 The net investment factor for each of the Sub-Accounts is
                 equal to the net asset value per share of the corresponding
                 Fund at the end of the valuation period (plus the per share
                 amount of any unpaid dividends or capital gains by that Fund)
                 divided by the net asset value per share of the corresponding
                 Fund at the beginning of the valuation period and subtracting
                 from that amount the mortality and expense risk charge and the
                 administration charge shown on Page 3. The General Account net
                 investment factor is guaranteed to be equal to the Minimum
                 Fixed Account Interest Rate shown on page 3.

                 ACCUMULATION UNIT VALUE

                 The Accumulation Unit Value for each Sub-Account will vary to
                 reflect the investment experience of the applicable Fund and
                 will be determined on each Valuation Day by multiplying the
                 Accumulation Unit Value of the particular Sub-Account on the
                 preceding Valuation Day by the net investment factor for that
                 Sub-Account for the valuation period then ended. The value of
                 the Sub-Account on each Valuation Day is then determined by
                 multiplying the number of Accumulation Units in that Sub-
                 Account by the Accumulation Unit Value on that Valuation Day.

                 ANNUITY UNIT VALUE

                 The value of an Annuity Unit for each Sub-Account of the
                 Separate Account was fixed at $1.00 on the date Fund shares
                 were originally purchased for the Sub-Accounts of the Separate
                 Account, and for any day thereafter is determined by
                 multiplying the value of the Annuity Unit for that Sub-Account
                 on the preceding day by the product of (a) the net investment
                 factor for that Sub-Account for the day for which the Annuity
                 Unit value is being calculated, and (b) 0.999892.

                 CONTRACT MAINTENANCE FEE

                 During each year that this contract is in force prior to the
                 Annuity Commencement Date, a fee will be deducted from the
                 contract at the end of the Contract Year or on the date of
                 surrender of this contract, if earlier. The fee will be
                 charged against the Contract Value by reducing the Fixed
                 Account value and, with respect to the Sub-Accounts, the
                 number of Accumulation Units held on that date on a pro-rata
                 basis with respect to each active Account.

                                    Page 9

<PAGE>

VALUATION
PROVISIONS
(CONTINUED)      The number of Accumulation Units deducted from the Sub-Account
                 is determined by dividing the pro-rata portion of the Contract
                 Maintenance Fee applicable to that Sub-Account, by the value
                 of an Accumulation unit for the Sub-Account at the end of the
                 Contract Year, or on the date of surrender, as applicable.

TERMINATION      TERMINATION PRIOR TO THE ANNUITY COMMENCEMENT DATE
PROVISIONS
                 FULL SURRENDER

                 At any time prior to the Annuity Commencement Date, the
                 Contract Owner has the right to terminate the contract by
                 submitting a written request to the Home Office of
                 the Company. In such event, the Termination Value of the
                 contract may be taken in the form of a cash settlement.

                 The Termination Value of the contract is equal
                 to the Contract Value less:

                    (a) any applicable Premium Taxes not previously deducted;
                    (b) the Contract Maintenance Fee as specified on Page 3; and
                    (c) any applicable contingent deferred sales charges as
                        specified on Page 3.

                 The Termination Value provided by the contract is not less
                 than the minimum values required by the insurance laws of the
                 state in which this contract is issued.

                 PARTIAL SURRENDERS/ANNUAL WITHDRAWAL PRIVILEGE

                 The Contract Owner may request, in writing, a partial
                 surrender of Contract Values at any time prior to the Annuity
                 Commencement Date provided the Contract Value remaining after
                 the surrender is at least equal to the Company's minimum
                 amount rules then in effect. If the remaining Contract Value
                 following such surrender is less than the Company's minimum
                 amount rules, the Company will terminate the contract and pay
                 the Termination Value.

                 The contingent deferred sales charge will be assessed against
                 any Contract Values surrendered as described on Page 3.
                 However, on a noncumulative basis, the Contract Owner may make
                 partial surrenders during any Contract Year, up to the Annual
                 Withdrawal Privilege Amount shown on Page 3 and the contingent
                 deferred sales charge will not be assessed against such
                 amounts.

                 Any withdrawal privilege amount surrenders will be deemed to be
                 from Contract Values other than premium payments.  Surrender of
                 Contract Values in excess of the withdrawal privilege amount
                 and additional surrenders made in any Contract Year will be
                 subject to the contingent deferred sales charge, as described
                 on Page 3, if applicable.

                 TERMINATION AFTER THE ANNUITY COMMENCEMENT DATE

                 This contract may not be surrendered for its Termination Value
                 after the commencement of annuity payments, except with
                 respect to Option Four.

                                    Page 10

<PAGE>

TERMINATION
PROVISIONS
(CONTINUED)      PAYMENT ON SURRENDER - DEFERRAL OF PAYMENT

                 Payment on any request for surrender will be made as soon as
                 possible and, with respect to the Contract Values in the Sub-
                 Accounts, no later than seven days after the written request
                 is received by the Company. However, such payment may be
                 subject to postponement:

                    (a)  for any period during which the New York Stock Exchange
                         is closed or during which trading on the New York Stock
                         Exchange is restricted;

                    (b)  for any period during which an emergency exists as a
                         result of which (i) disposal of the securities held in
                         the Sub-Accounts is not reasonably practicable, or (ii)
                         it is not reasonably practicable for the value of the
                         net assets of the Separate Account to be fairly
                         determined; and

                    (c)  for such other periods as the Securities and Exchange
                         Commission may, by order, permit for the protection of
                         the Contract Owners. The conditions under which trading
                         shall be deemed to be restricted or any emergency shall
                         be deemed to exist shall be determined by rules and
                         regulations of the Securities and Exchange Commission.

                 The Company may defer payment of any amounts from the Fixed
                 Account for up to six months from the date of the request to
                 surrender. If the Company defers payment for more than 30 days,
                 the Company will pay interest of at least 4% per annum on the
                 amount deferred.

                 DEATH BENEFIT

                 If the Annuitant dies before the Annuity Commencement Date and
                 there is no designated Contingent Annuitant surviving, or if
                 the Contract Owner dies before the Annuity Commencement Date,
                 the Death Benefit will be payable to the Beneficiary as
                 determined under the Contract Control Provisions. With regard
                 to Joint Contract Owners, at the first death of a joint
                 Contract Owner prior to the Annuity Commencement Date, the
                 Beneficiary will be the surviving Contract Owner,
                 notwithstanding that the Designated Beneficiary may be
                 different. The Death Benefit is calculated as of the date the
                 Company receives written notification of Due Proof of Death at
                 the Home Office of the Company.

                 If the deceased (the Annuitant or Contract Owner, as
                 applicable) had not yet attained age 85, the Death Benefit
                 will be the greatest of the following amounts:

                    (a)  The Contract Value on the date of receipt of Due Proof
                         of Death at the Home Office of the Company;

                    (b)  The Contract Value on the Specified Contract
                         Anniversary immediately preceding the date of death,
                         increased by the dollar amount of any premium payments
                         made and reduced by the dollar amount of any partial
                         terminations since the immediately preceding Specified
                         Contract Anniversary; or

                    (c)  100% of all premium payments made under the Contract,
                         reduced by the dollar amount of any partial
                         terminations since the Date of Issue.

                 If the deceased (the Annuitant or Contract Owner, as
                 applicable) had attained age 85, then the Death Benefit will
                 equal the Contract Value.

                                    Page 11

<PAGE>

TERMINATION      The death benefit may be taken in one sum or under any of the
PROVISIONS       settlement options then being offered by the Company provided,
(CONTINUED)      however, that, in the event of a Contract Owner's death, any
                 settlement option must provide that any amount payable as a
                 death benefit will commence upon notification of Due Proof of
                 Death and be completed within five years of the date of death
                 or, if the benefit is payable over a period not extending
                 beyond the life expectancy of the Beneficiary or over the life
                 of the Beneficiary, such distribution must commence within one
                 year of the date of death. Notwithstanding the foregoing, in
                 the event of the Contract Owner's death where the sole
                 Beneficiary is the spouse of the Contract Owner and the
                 Annuitant or Contingent Annuitant is living, such spouse may
                 elect, in lieu of receiving the death benefit, to be treated
                 as the Contract Owner.

                 When payment is taken in one sum, payment will be made within
                 7 days after the date Due Proof of Death is received, except
                 when the Company is permitted to defer such payment under the
                 Investment Company Act of 1940.

SETTLEMENT       ANNUITY COMMENCEMENT DATE
PROVISIONS
                 The Annuity Commencement Date is shown on Page 3. This date
                 may be changed by the Contract Owner with 30 days advance
                 written notification, and may be the fifteenth day of any month
                 before or including the month of the Annuitant's 90th
                 birthday. In the event the Contingent Annuitant becomes the
                 Annuitant and in the absence of a written election to the
                 contrary, the Annuity Commencement Date will be the fifteenth
                 day of the month coincident with or next following the
                 Annuitant's 90th birthday.

                 ELECTION OF ANNUITY OPTION

                 The Contract Owner may elect to have the Termination Value,
                 without deduction for any contingent deferred sales charge,
                 applied on the Annuity Commencement Date under any one of the
                 annuity options described below or under any of the settlement
                 options then being offered by the Company. The Termination
                 Value is determined on the basis of the Accumulation Unit
                 value of each Sub-Account and the value of the Fixed Account
                 no later than the fifth Valuation Day preceding the date
                 annuity payments are to commence.

                 DATE OF PAYMENT

                 The first payment under any option shall be made on the
                 fifteenth day of the month immediately following approval of
                 claim for settlement. Subsequent payments shall be made on the
                 fifteenth day of each subsequent month in accordance with the
                 manner of payment selected.

                 DEATH OF THE ANNUITANT

                 In the event of the death of the Annuitant while receiving
                 annuity payments, the present value of any remaining payments
                 will be paid in one sum to the Beneficiary unless other
                 provisions shall have been made and approved by the Company.
                 If the Annuitant was also the Contract Owner, any method of
                 distribution must provide that any amount payable as a death
                 benefit will be distributed at least as rapidly as under the
                 method of distribution in effect at the Contract Owner's
                 death. In the case of the Separate Account calculations, for
                 such present value of the remaining payments the Company will
                 assume a net investment rate of 4% per annum. The Annuity Unit
                 value on the date of receipt of Due Proof of Death shall be
                 used for the purpose of determining such present value. In the
                 case of the General Account the net investment rate assumed
                 will be the rate used by the Company to determine the amount
                 of each certain payment.

                                    Page 12

<PAGE>

SETTLEMENT
PROVISIONS
(CONTINUED)      ALLOCATION OF ANNUITY

                 The person electing an annuity option may further elect to
                 have the value of the contract applied to provide a variable
                 annuity, a fixed dollar annuity or a combination of both. Once
                 every 3 months, following the commencement of annuity payments,
                 the Contract Owner may elect, in writing, to transfer among
                 any Sub-Account(s) on which variable annuity payments are
                 based. No transfers may be made between the Sub-Accounts and
                 the General Account.

                 If no election is made to the contrary, the value of each Sub-
                 Account shall be applied to provide a variable annuity based
                 thereon, and the value of the Fixed Account shall be applied
                 to provide a fixed dollar annuity.

                 VARIABLE ANNUITY AND FIXED DOLLAR ANNUITY

                 VARIABLE ANNUITY - A variable annuity is an annuity with
                 payments increasing or decreasing in amount in accordance
                 with the net investment results  of the Sub-Account(s) of the
                 Separate Account (as described in the Valuation Provisions).
                 After the first monthly payment for a variable annuity has
                 been determined in accordance with the provisions of this
                 contract, a number of Sub-Account Annuity Units is determined
                 by dividing that first monthly payment by the appropriate Sub-
                 Account Annuity Unit value on the effective date of the
                 annuity payments. Once variable annuity payments have begun,
                 the number of Annuity Units remains fixed with respect to a
                 particular Sub-Account. If the Contract Owner elects that
                 continuing annuity payments be based on a different
                 Sub-Account, the number will change effective with that
                 election but will remain fixed in number following such
                 election. The method of calculating the unit value is described
                 under Valuation Provisions.

                 The dollar amount of the second and subsequent variable
                 annuity payments is not predetermined and may increase or
                 decrease from month to month. The actual amount of each
                 variable annuity payment after the first is determined by
                 multiplying the number of Sub-Account Annuity Units by the
                 Sub-Account Annuity Unit value as described in the Valuation
                 Provisions.  The Sub-Account Annuity Unit value will be
                 determined no earlier than the fifth Valuation Day preceding
                 the date the annuity payment is due.

                 The Company guarantees that the dollar amount of variable
                 annuity payments will not be adversely affected by variations
                 in the expense results and in the actual mortality experience
                 of payees from the mortality assumptions, including any age
                 adjustment, used in determining the first monthly payment.

                 Fixed Dollar Annuity - A fixed dollar annuity is an annuity
                 with payments which remain fixed as to dollar amount
                 throughout the payment period.

                 ANNUITY OPTIONS

                 FIRST OPTION - Life Annuity - An annuity payable monthly
                 during the lifetime of the payee, ceasing with the last
                 payment due prior to the death of the payee.

                 SECOND OPTION - Life Annuity with 120, 180 or 240 Monthly
                 Payments Certain - An annuity providing monthly income to the
                 payee for a fixed period of 120 months, 180 months, or 240
                 months (as selected), and for as long thereafter as the
                 payee shall live.

                 THIRD OPTION - Joint and Last Survivor Life Annuity - An
                 annuity payable monthly during the joint lifetime of the payee
                 and a secondary payee, and thereafter during the remaining
                 lifetime of the survivor, ceasing with the last payment prior
                 to the death of the survivor.

                                    Page 13

<PAGE>

SETTLEMENT
PROVISIONS
(CONTINUED)      * FOURTH OPTION - Payment for a Designated Period - An amount
                 payable monthly for the number of years selected which may be
                 from 5 to 30 years. The remaining balance of proceeds in the
                 General Account or the Separate Account for any day is equal
                 to the balance on the previous day decreased by the amount of
                 any installment paid on that day and the remainder multiplied
                 by the applicable net investment factor for the day as
                 described in the valuation provisions. Any surrender out of
                 this option will be subject to contingent deferred sales
                 charges, as described on Page 3.

                 * If this contract is issued to qualify under Section 401, 403,
                 or 408 of the Internal Revenue Code of 1954 as amended,
                 these options shall be available only if the guaranteed
                 payment period is less than the life expectancy of the
                 Annuitant at the time the option becomes effective. Such life
                 expectancy will be computed under the mortality table then in
                 use by the Company.

                 In the absence of an election by the Contract Owner, the
                 Termination Value, without deduction for any contingent
                 deferred sales charge, will be applied on the Annuity
                 Commencement Date under the second option to provide a life
                 annuity with 120 monthly payments certain.

ANNUITY TABLES   The attached tables show the minimum dollar amount of the
                 first monthly payments for each $1,000 applied under the
                 options. Under the First or Second Options, the amount of each
                 payment will depend upon the age and sex of the payee at the
                 time the first payment is due. Under the Third Option, the
                 amount of each payment will depend upon the sex of both payees
                 and their ages at the time the first payment is due.

                 MINIMUM PAYMENT - No election of any options or combination of
                 options may be made under this contract unless the first
                 payment for each affected Account would be at least equal to
                 the minimum payment amount according to Company rules then in
                 effect. If at any time, payments to be made to any payee from
                 each Account are or become less than the minimum payment
                 amount, the Company shall have the right to change the
                 frequency of payment to such intervals as will result in a
                 payment at least equal to the minimum. If any amount due would
                 be less than the minimum payment amount per annum, the Company
                 may make such other settlement as may be equitable to the
                 payee.

                 DESCRIPTION OF TABLES - The tables for the First, Second and
                 Third Options are based on the 1983a. Individual Annuity
                 Mortality Table with ages set back one year and an interest
                 rate of 4% per annum.  The table for the Fourth Option is based
                 on an interest rate of 4% per annum.

                 For purposes of electing fixed annuity payments, the Contract
                 Owner may elect any of the tables established and offered by
                 the Company; provided, however, that no such election may be
                 changed with respect to any Annuitant following the
                 commencement of annuity payments.

                                    Page 14

<PAGE>

                         Amount of First Monthly Payment
                             For Each $1,000 Applied

Second and subsequent annuity payments, when based on the investment experience
of a Separate Account, are variable and are not guaranteed as to fixed dollar
amount.

FIRST AND SECOND OPTIONS -- SINGLE LIFE ANNUITIES WITH:

<TABLE>
<CAPTION>
- - ----------------------------------------------------------------------------------
Age                Male Payee                               Female Payee
        --------------------------------------------------------------------------
           Monthly Payments Guaranteed               Monthly Payments Guaranteed
        ----------------------------------      ----------------------------------
         None     120      180      240            None     120      180      240
<S>     <C>      <C>      <C>      <C>            <C>      <C>      <C>      <C>
 35     $4.03    $4.02    $4.01    $3.99          $3.56    $3.66    $3.66    $3.84
 40      4.22     4.21     4.19     4.16           4.01     4.00     3.99     3.98
 45      4.47     4.44     4.41     4.36           4.19     4.18     4.17     4.15
 50      4.79     4.74     4.68     4.60           4.44     4.42     4.39     4.36
 51      4.65     4.61     4.74     4.65           4.50     4.47     4.45     4.40
 52      4.94     4.88     4.60     4.71           4.56     4.53     4.50     4.45
 53      5.02     4.95     4.87     4.76           4.62     4.59     4.56     4.50
 54      5.10     5.03     4.94     4.82           4.69     4.66     4.52     4.56
 55      5.19     5.11     5.01     4.88           4.76     4.72     4.68     4.61
 56      5.29     5.20     5.09     4.94           4.84     4.80     4.74     4.67
 57      5.39     5.29     5.17     5.00           4.92     4.87     4.81     4.73
 58      5.48     5.38     5.25     5.06           5.00     4.95     4.88     4.79
 59      5.61     5.48     5.33     5.12           5.09     5.03     4.95     4.85
 60      5.73     5.59     5.42     5.18           5.19     5.12     5.04     4.91
 61      5.66     5.70     5.51     5.24           5.29     5.22     5.12     4.96
 62      6.00     5.82     5.60     5.31           5.40     5.32     5.21     5.05
 63      6.16     5.95     5.69     5.37           5.52     5.42     5.30     5.11
 64      6.32     6.08     5.79     5.43           5.65     5.53     5.39     5.18
 65      6.49     6.21     5.89     5.48           5.75     5.65     5.49     5.25
 66      6.68     6.35     5.96     5.64           5.92     5.77     5.58     5.32
 67      6.88     6.50     6.08     5.59           6.08     5.90     5.69     5.39
 68      7.09     6.65     6.15     5.64           6.24     6.04     5.79     5.45
 69      7.91     6.81     6.26     5.69           6.42     6.18     5.90     5.51
 70      7.56     6.97     6.37     5.73           6.61     6.34     6.01     5.58
 75      9.05     7.83     6.80     5.89           7.83     7.21     6.54     5.82
 80     11.15     8.65     7.10     5.97           9.65     8.19     6.97     5.94
</TABLE>


THIRD OPTION -- JOINT AND LAST SURVIVOR ANNUITY

<TABLE>
<CAPTION>

Age of                              Age of Female Payee
Male     35      40      45      50      55      60      65      70      75      80
Payee
       ------------------------------------------------------------------------------
<S>    <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
 35    $3.62   $3.68   $3.73   $3.77   $3.81   $3.84   $3.67   $3.89   $3.90   $3.91
 40     3.65    3.73    3.80    3.65    3.92    3.97    4.01    4.04    4.07    4.09
 45     3.68    3.77    3.66    3.95    4.04    4.12    4.18    4.23    4.27    4.30
 50     3.70    3.80    3.92    4.04    4.16    4.27    4.37    4.45    4.52    4.57
 55     3.72    3.83    3.96    4.11    4.27    4.43    4.58    4.71    4.81    4.89
 60     3.73    3.85    4.00    4.17    4.36    4.57    4.79    4.99    5.17    5.30
 65     3.74    3.67    4.03    4.21    4.44    4.70    4.99    5.29    5.57    5.80
 70     3.75    3.66    4.05    4.25    4.50    4.61    5.17    5.57    5.99    6.38
 75     3.76    3.89    4.08    4.27    4.54    4.88    5.31    5.82    6.40    7.00
 80     3.76    3.90    4.07    4.29    4.57    4.94    5.41    6.01    6.75    7.58
</TABLE>


FOURTH OPTION -- PAYMENTS FOR A DESIGNATED PERIOD

<TABLE>
<CAPTION>
- - ----------------------------------------------------------------------------------------------------
       Amount           Amount           Amount           Amount           Amount           Amount
No.      of        No.    of        No.    of        No.    of        No.    of        No.    of
of     Monthly      of  Monthly      of  Monthly      of  Monthly      of  Monthly      of  Monthly
Years  Payments  Years  Payments  Years  Payments  Years  Payments  Years  Payments  Years  Payments
- - ----------------------------------------------------------------------------------------------------
<S>    <C>       <C>    <C>       <C>    <C>       <C>    <C>       <C>    <C>       <C>    <C>
 5     $18.32       10  $10.05       15   $7.34       20   $6.00       25   $5.22       30   $4.72
 6      15.56       11    9.31       16    7.00       21    5.81       26    5.10
 7      13.59       12    8.69       17    6.71       22    5.64       27    5.00
 8      12.12       13    8.17       18    6.44       23    5.49       28    4.90
 9      10.97       14    7.72       19    6.21       24    5.35       29    4.80
</TABLE>

The monthly payment for any ages not shown will be quoted upon
request.

<PAGE>

[The Hartford Logo]

Hartford Life and Accident Insurance Company
P.O. Box 2999
Hartford, Connecticut 06104-2999
(a stock life insurance company)













Premium payments are flexible as described herein.

Nonparticipating




ALL PAYMENTS AND VALUES PROVIDED BY THIS CONTRACT, WHEN BASED ON INVESTMENT
EXPERIENCE OF A SEPARATE ACCOUNT, ARE VARIABLE AND ARE NOT GUARANTEED AS TO
FIXED DOLLAR AMOUNT.


INDIVIDUAL FLEXIBLE PREMIUM
VARIABLE ANNUITY CONTRACT

<PAGE>

<TABLE>
<S> <C>
                                                                                           U.S.P.S.-First Class or Express-Mail to:
                                                                                             Hartford Life and Accident Insurance
                                                                                             Company
Application for                                             [Logo]                           Attn: Broker/Dealer Operations-Director
Variable Annuity Contract                                                                    P.O. Box 2999
                                                                                             Hartford, CT 06104-2999
                                                                                           Private Express Mail Carriers-Mail to:
                                                                                             200 Hopmeadow Street
Please Print                                                                                 Simsbury, CT 06089
- - ------------------------------------------------------------------------------------------------------------------------------------
CONTRACT OWNER                                    Street, City, State, Zip Code                              Birthdate (Mo. Day Yr.)
                                                                                             / / Male              /     /
                                                                                             / / Female   Tax ID/Social Security No.
- - ------------------------------------------------------------------------------------------------------------------------------------

JOINT CONTRACT OWNER (if any)                                                                                Birthdate (Mo. Day Yr.)
                                                                                             / / Male              /     /
                                                                                             / / Female   Tax ID/Social Security No.
- - ------------------------------------------------------------------------------------------------------------------------------------

ANNUITANT (If other than Contract Owner)          Street, City, State, Zip Code                              Birthdate (Mo. Day Yr.)
                                                                                             / / Male              /     /
                                                                                             / / Female   Tax ID/Social Security No.
- - ------------------------------------------------------------------------------------------------------------------------------------
                                                                        SELECT ONE OR MORE SUB-ACCOUNTS
CONTINGENT ANNUITANT                       Relationship                   Please check /X/ and indicate whole % allocation

- - -------------------------------------------------------------------     / / Aggressive Growth Fund                                 %
                                                                                                                             ------
DESIGNATED BENEFICIARY                     Relationship                 / / Stock Fund                                             %
                                                                                                                             ------
- - -------------------------------------------------------------------     / / International Opportunities Fund                       %
                                                                                                                             ------
CONTINGENT BENEFICIARY                     Relationship                 / / Advisers Fund                                          %
                                                                                                                             ------
- - -------------------------------------------------------------------     / / Index Fund                                             %
                                                                                                                             ------
FOR TAX-QUALIFIED PLANS         Check appropriate boxes:                / / Bond/Debt Securities Fund                              %
                                                                                                                             ------
A. / / Initial      / / Transfer      / / Rollover                      / / GNMA/Mortgage Securities Fund                          %
                                                                                                                             ------
B. / / IRA  / / 403(b)  / / 401(k)  / / 401 (a)  / / Other              / / Money Market Fund                                      %
                                                          --------                                                           ------
C. / / Allocated Accounts        / / Unallocated Accounts               / / Fixed Account                                          %
                                                                                                                             ------
Tax Year for which initial contribution is being made                   / / Other                                                  %
                                                     -------------               ---------------------                       ------
- - -------------------------------------------------------------------
ANNUITY COMMENCEMENT DATE (Optional)                                    Initial Premium Payment $                      Total  100  %
                                                                                                 ---------------------
The fifteenth day of           ,                                        Make check payable to Hartford Life and Accident Insurance
                    ----------- --------
                      (month)    (year)                                 Company
- - ------------------------------------------------------------------------------------------------------------------------------------

SPECIAL REMARKS



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

Will the annuity applied for replace one or more existing annuity or life insurance contracts?  / / Yes  / / No  If yes, explain in
Have you purchased another Hartford annuity during the previous 12 months?   / / Yes    / / No                   Special Remarks
I hereby represent my answers to the above questions to be true and correct to the best of my knowledge and belief, I UNDERSTAND
THAT ANNUITY PAYMENTS OR SURRENDER VALUES, WHEN BASED UPON THE INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT, ARE VARIABLE AND ARE NOT
GUARANTEED AS TO A FIXED DOLLAR AMOUNT.

/ /  RECEIPT OF A VARIABLE ANNUITY AND FUND PROSPECTUS IS HEREBY ACKNOWLEDGED.  If not checked, the appropriate prospectus will be
     mailed to you.
         -------------------------------  -------------------
SIGNED AT                               ON
                                            (Month, Day, Year)
Registered                                                            --------------------------------------------------------------
            -------------------------------------------------
Representative                                                        (Contract Owner's signature)

            (Print)
            -------------------------------------------------         --------------------------------------------------------------

            (Signature)                                               (Joint Contract Owner's signature)

MUST BE COMPLETED BY REGISTERED REPRESENTATIVE
Do you have reason to believe the contract applied for will replace existing annuities or insurance owned by
the annuitant?  / / Yes  / / No

See reverse to enroll in Dollar Cost Averaging and/or Automatic Withdrawal.

/ / Combo/Split Funded Annuity (single premium annuity certain) - See Prospectus for application

Registered          -----------------  -----------------------        Broker/Dealer
                                                                                   -------------------------------------------------
                    -----------------  -----------------------        Sales/Branch Office
Representative Code                                --------                              -------------------------------------------
Field Office Code                       Staff Code                    Telephone
                 ---------------------             --------                    -----------------------------------------------------
</TABLE>


<PAGE>

                     CERTIFICATE AMENDING AND RESTATING
                      THE CERTIFICATE OF INCORPORATION
            BY ACTION OF THE BOARD OF DIRECTORS AND SHAREHOLDERS

1. The Certificate of Incorporation of Hartford Life and Accident
   Insurance Company (the "Corporation") is amended and restated by
   the following resolution of the Board of Directors and Shareholders of
   the Corporation:

   RESOLVED, that the Certificate of Incorporation of the Corporation, as
   supplemented and amended to date, is further amended and restated to read
   as follows:

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

         Section 2.  Said corporation may make insurance upon lives, may grant
         and issue annuities, either in connection with or separate from
         contracts of insurance predicated upon life risks, may issue policies
         stipulated to be with or without participation in profits, may issue
         policies or certificates of insurance against loss of life or personal
         injury resulting from any cause, and against loss resulting from
         disease or accident, and against any other casualty or risk which may
         be subject to life, accident or health insurance. Said corporation in
         addition to the foregoing is authorized generally to do a life,
         accident and health insurance business, and is authorized to insure
         against any and all hazards against which life, accident and health
         insurance companies are now, or may hereafter at any time be authorized
         to insure by the laws of this state, or of any other state or territory
         of the United States or foreign countries in which the company may be
         licensed to carry on business.

         Section 3.  The capital stock of the Corporation shall consist of
         eighty thousand (80,000) shares of common stock, two hundred and
         fifty dollars ($250) par value per share for a total authorized
         capital of twenty million dollars ($20,000,000).

2.(a)   The above resolution merely restates and does not change the provisions
        of the original Certificate of Incorporation as supplemented and
        amended to date, except that:

        -   Section 1 has been amended to set forth the name of the
            corporation and the powers granted to it under the Stock
            Corporations Act.

<PAGE>

                                     -2-

        -   Sections 3(b)-(o) are deleted.

        -   Sections 4-13 are deleted.

   (b)  Other than as indicated in Paragraph 2(a) above, there is no
        discrepancy between the provisions of the original Certificate
        of Incorporation as supplemented and amended to date and the
        provisions of this Certificate Amending and Restating the
        Certificate of Incorporation.

3.  The above resolution was adopted by the Board of Directors and the
    Shareholders of the Corporation.  The number of shares entitled to vote
    thereon was 10,000 and the vote required for adoption was 6,700 shares,
    as the corporation has less than one hundred record holders.  The vote
    favoring adoption was 10,000


    Dated at Simsbury, Connecticut this 31st day of October, 1989.

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


                                                /s/ B. Gardner
                                            ____________________________________
                                            Associate General Counsel & Director

                                                /s/ [illegible]
                                            ___________________________________
                                             Vice President


<PAGE>

                                     By-Laws

                                     of the


                  HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY


                                 adopted at the

                           SUBSCRIBER'S FIRST MEETING

                                      held

                                February 14, 1967

                                as amended at the

                  Stockholder's Meeting held on April 30, 1968,

                                February 8, 1971

                                 August 4, 1978

                                February 24, 1983

                                       and

                                February 29, 1984


<PAGE>

                                    ARTICLE I

                     Stockholders and Stockholders' Meetings

          Section 1.  The annual meeting of the stockholders of the Hartford
Life and Accident Insurance Company shall be held at the office of the Company,
in the City of Hartford, Connecticut, on such day and at such hour of each year
as the Board of Directors may appoint for the election of Directors and such
other business as may properly come before said meeting.  For sufficient cause
to them appearing, the Board of Directors may postpone or adjourn such annual
meeting to any other day or hour within any month of the year during which such
annual meeting is to be held. (as amended 2/29/84)

          Section 2.  Special meetings of the stockholders may be called at any
time by the Chairman of the Board of Directors or the President or, in the
absence of both, by any Vice-President.

          Section 3.  Written notice of every meeting of the stockholders and of
the time and place thereof shall be given by an Executive Officer of the Company
at least seven days prior to the time appointed for such meeting, which notice
shall also state in general terms the purpose or purposes for which the meeting
is called.  Said requirements of notice shall be deemed to have been waived by
attendance at such meeting without protesting the lack of proper notice.

          No business other than that stated in such notice shall be transacted
at such meeting if notice thereof is required to be given by law; but business
not required by law to be stated in such notice may be transacted.

          Section 4.  At every meeting of the stockholders the Chairman of the
Board of Directors or the President shall serve as Chairman of the meeting.  A
Secretary of the Company shall serve as Clerk and shall keep minutes of the
proceedings at said meetings, which minutes shall be made a part of the
permanent records of the Company.  Should such officers be absent or otherwise
unable to act as Chairman and Clerk of the meeting, the stockholders shall elect
a Chairman and Clerk by a voice vote.

          Section 5.  Each Stockholder shall be entitled to a certificate or
certificates for the number of shares of capital stock held by him, signed by
either the Chairman of the Board, the President, the Chairman of the Finance
Committee or a Vice President and by a Secretary or Assistant Secretary.
Transfers of stock shall be made upon the proper books of the Company in person
or by a duly authorized attorney.


<PAGE>

                                   ARTICLE II

                                    Directors

          Section 1.  The management of the property and affairs of the Company
shall be vested in the Board of Directors subject to the provisions of the
Charter of the Company, the acts amendatory thereof and these By-Laws.

          Section 2.  The number of Directors of the Company shall be not less
than nine nor more than twenty.  Each Director shall serve for the term for
which he shall have been elected and until his successor shall have been chosen
and qualified and shall have accepted his election.

          Section 3.  When any vacancy shall occur in the membership of the
Board of Directors, due to resignation, death or otherwise, a majority of
Directors may choose a Director to fill such vacancy, such appointment to be
held to the expiration of the term of the class of Directors in which such
vacancy occurs.  (as amended 2/24/83)

          Section 4.  Regular meeting of the Board of Directors shall be held at
such time and on such day as may be determined by the Board of Directors.
Notice of each such meeting shall be given to the Directors by a Secretary or
Assistant Secretary.  When so requested by the Chairman of the Board of
Directors or by the President, or, in their absence, by the Chairman of the
Finance Committee or by any Vice President, special meetings shall be called by
a Secretary or Assistant Secretary.  If notice of any such special meeting is
given to a majority of Directors, any meeting held pursuant to such notice shall
be legally held if a quorum is present.

          Regular and special meetings of the Board of Directors shall be held
in the City of Hartford or such other place as may be designated by the Board of
Directors or the officer or Directors requesting any such meeting to be called.

          The Directors may meet without notice immediately after the
adjournment of any annual meeting of the stockholders.

          Section 5.  Five members of the Board of Directors, present at a
regular or special meeting duly assembled shall constitute a quorum for the
transaction of business, and the action of a majority of Directors present at
such meeting shall be the act of the Board.  The President of the Company shall,
at every meeting of the Board, be one of the Directors constituting a quorum,
except in the case of his illness or necessary absence, in which case the
Directors shall fill his place by electing one of their number as President for
the duration of such meeting.  At every meeting of the Board, the presiding
officer of the meeting shall have the right to vote.


<PAGE>

          Section 6.  The Board may elect from its members a Chairman of the
Board of Directors who shall, when present, preside at all meetings of the Board
of Directors, shall perform such duties as may be assigned to him by the Board
of Directors and shall have such authority and powers as an executive officer of
the Company as may be granted to him by the Board of Directors.  He shall,
unless earlier removed from such office by the Board of Directors, hold office
for one year and until a successor is elected in his stead by the Board.

          Section 7.  A Secretary of the Company designated by the Board of
Directors shall keep a record of meetings of the Board of Directors.  In the
absence of a Secretary, another Secretary or an Assistant Secretary may be
directed by the Chairman of the Board, the President, the Chairman of the
Finance Committee or any Vice President to keep such records.  Records of any
meeting of the Board of Directors in executive session shall be kept by one of
its members.

          Section 8.  The Board of Directors may be affirmative vote of the
majority of the whole Board appoint an Executive Committee of three or more
members of the Board of Directors, which Executive Committee shall, during the
intervals between the meetings of the Board of Directors, have authority to
exercise any and all of the powers of the Board of Directors.  The members of
the Executive Committee shall, subject to prior removal by the Board of
Directors, hold office until the first meeting of the Board of Directors
following the next annual meeting of the stockholders and until their successors
have been appointed.  In the event the Board of Directors shall not appoint an
Executive Committee, the Finance Committee shall have the power to exercise the
powers which would otherwise vest in such an Executive Committee.

          The Board of Directors may also, by affirmative vote of the majority
of the whole Board, appoint such other committees from its own members as it may
deem advisable and delegate to such committees such of the powers of the Board
of Directors as it may deem judicious.

          Section 9.  The Board of Directors, by affirmative vote of a majority
of the whole Board, shall annually appoint a Finance Committee of three or more
members of the Board of Directors, one of whom shall be the Chairman of the
Finance Committee elected as such as hereinafter provided.  Appointments to the
Finance committee may be revoked and new appointments may be made by the Board
of Directors at any time in its discretion.  The Finance Committee shall have
the power and it shall be its duty to supervise and manage the finances of the
Company and it shall have and discharge such other powers and duties as are
granted and imposed upon it by these By-Laws or by the Board of Directors.  Such
powers and duties shall include, but not by way of limitation, the direction of
the mode, manner and time of making investments, the sale, transfer, and


<PAGE>

exchange of investments, and the re-investment of the proceeds thereof.  The
Finance Committee may decide what number of its members shall constitute a
quorum for the transaction of business provided such quorum shall consist of not
less than three members.  A record of the meetings of the Finance Committee
shall be kept and reported to the Board of Directors and the Finance Committee
shall make such other reports to the Board of Directors concerning the funds,
securities and investments of the Company as may be requested by the Board of
Directors.

          Section 10.  The Board of Directors may, from time to time, make and
declare such dividends to the Stockholders out of the Company's earnings or
surplus as it may deem expedient.

     Section 11.  Each Director, Officer and employee of the Company, and his
heirs, executors or administrators, shall be indemnified or reimbursed by the
Company for all expenses necessarily incurred by him in connection with the
defense or reasonable settlement of any action, suit or proceeding in which he
is made a party by reason of his being or having been a Director, Officer or
employee of the Company, except in relation to matters as to which such
Director, Officer or employee is finally adjudged in such action, suit or
proceeding to be liable for negligence or misconduct in the performance of his
duties as such Director, Officer or employee.  The foregoing right of
indemnification or reimbursement shall not be exclusive of any other rights to
which he may be entitled under any statute, by-law, agreement, vote of
stockholders or otherwise.

          Section 12.  The Board of Directors may, be affirmative vote of a
majority of the whole Board, fix the compensation to be paid each of them for
attending meetings of the Board, provided that such compensation shall not
exceed One Hundred Dollars ($100.00) for each meeting attended and provided
further that if it should be decided, by a similar vote, to pay such
compensation on an annual basis such compensation shall not exceed Eighteen
Hundred Dollars ($1,800.00) annually for each Director.  The Board of Directors
may also, by a similar vote, fix the compensation to be paid a Director for
special services performed by him as a member of a committee of the Board or
otherwise performed by him at the request of the Board.


                                   ARTICLE III

                                      Funds

          Section 1.  All monies belonging t the Company shall be deposited to
the credit of the Company, or in such other name as the Finance Committee, the
Chairman of the Finance Committee or such executive officers as are designated
by the Board of Directors shall direct, in such bank or banks as may be
designated from time to time by the Finance Committee, the Chairman of the
Finance committee or by such executive officers as are designated by the Board
of Directors.  Such monies shall be drawn only on checks or drafts signed by any
two executive officers of the


<PAGE>

Company, provided that the Board of Directors may authorize the withdrawal of
such monies by check or draft signed with the facsimile signature of any one or
more executive officers, and provided further, that the Fiance Committee may
authorize such alternative methods of withdrawals as it deems proper.

          The Board of Directors, the President, the Chairman of the Finance
Committee, a Vice President, or such executive officers as are designated by the
Board of Directors may authorize withdrawal of funds by checks or drafts drawn
at offices of the Company to be signed by Managers, General Agents or employees
of the Company, provided that all such checks or drafts shall be signed by two
such authorized persons, except checks or drafts used for the payment of claims
or losses which need to be signed by only one such authorized Company or
executive officers designated by the Board of Directors may impose such
limitations or restrictions upon the withdrawal of such funds as it deems
proper.


                                   ARTICLE IV

                                    Officers

     Section 1.  The President shall be elected by the Board of Directors.  The
Board of Directors may also elect one of its members to serve as Chairman of the
Board of Directors and, if there is a Finance Committee, the Board of Directors
shall elect one of its members to serve as Chairman of such Committee.  The
Chairman of the Board, or an individual appointed by him, shall have authority
to appoint all other officers, except as stated herein, including one or more
Vice Presidents and Assistant Vice Presidents, the Treasurer and one or more
Associate or Assistant Treasurers, one or more Secretaries and Assistant
Secretaries, and such other Officers as the Chairman of the Board may from time
to time designate.  All Officers of the Company shall hold office during the
pleasure of the Board of Directors.  The Directors may require any Officer of
the Company to give security for the faithful performance of his duties.  (as
amended 2/29/84)

          Section 2.  The President shall have the general care, oversight and
supervision of the affairs of the Company, subject to the direction of the Board
of Directors.

          Section 3.  The Vice Presidents shall perform such duties as may be
assigned to them, and exercise such powers as may be granted to them by the
Board of Directors, the Chairman of the Board of directors or by the President
of the Company.  In the absence of


<PAGE>

the President, or when he is unable to act, the Board of Directors may designate
the Chairman of the Board or any Vice President to perform the duties imposed
upon and to exercise all of the powers granted to, the President, as the
emergencies of the Company may require.

          Section 4.  The President, Chairman of the Finance Committee or any
Vice Presidents shall have power and authority to execute for and on behalf of
the Company any and all instruments relating to the property, funds and
securities of the Company, including but not by way of limitation, contracts,
transfers, assignments, powers of attorney, deeds, conveyances, endorsements and
releases of or by the Company.  Any such officer or his appointee shall also
have power to represent the interests of the Company at any meeting of any
corporation, association or other interests, the stock or obligations of which
are hold by the Company, or he may execute a proxy therefor.

          Section 5.  The Secretaries and Assistant Secretaries shall perform
such duties as may be assigned to them by the Board of Directors, the Chairman
of the Board of Directors or by their senior officers and any Secretary or
Assistant Secretary may affix the seal of the Company and attest it and the
signature of any other Executive Officer to any and all instruments.

          Section 6.  The President or any Vice President acting with any
Secretary or Assistant Secretary shall have the power to sign and execute on
behalf of the Company any and all policies or contracts of insurance or
reinsurance, together with endorsements, riders or other instruments relating or
applicable thereto, and any such policies or contracts of insurance or
reinsurance, and endorsements, riders or other instruments relating thereto, so
signed and executed, with or without the common seal, shall be valid and binding
upon the Company.  The signatures of such officers may be affixed to any such
instruments by a facsimile, and any such instruments bearing such facsimile
signatures shall be valid and binding upon the Company provided they shall also
have been countersigned by a duly authorized representative or agent of the
Company.  Any Executive Officer of the Company shall have power to authorize or
to terminate the authorization of, any representative or agent of the Company to
so countersign any such instruments or to otherwise represent or act on behalf
of the Company in the exercise of such power and authority as may be vested in
such representative or agent.


<PAGE>

                                    ARTICLE V

                    Seal, Amendments, Definitions and Repeal

          Section 1.  The Corporate Seal shall carry the name of the Company and
may be changed from time to time by the Officers of the Company.

          Section 2.  These By-Laws may be altered, repealed or amended or
additional By-Laws may be enacted at any annual or special meeting of the
stockholders, provided that notice thereof be given in the notice of such
meeting.

          Subject to these By-Laws and the Charter of the Company, the Directors
shall have power to make such By-Laws, rules and regulations, not inconsistent
with the laws of the State of Connecticut or with these By-Laws, as may be
deemed necessary for the management of the property and affairs of the Company,
the government of the officers, the transfer of its stock and the conduct of
meetings of the stockholders of the Company and Directors, and the Directors
shall have power to alter and amend By-Laws as made by them.

          Section 3.  The use of the word "person" or "persons" in these By-Laws
shall be taken to mean and include persons, firms associations and corporations
and the use of the masculine pronoun shall be taken to mean and include the
masculine, feminine and neuter.


STATE OF CONNECTICUT)
                    )   ss.  Hartford, Connecticut
COUNTY OF HARTFORD  )

          This is to certify that the foregoing is a true copy of the By-Laws of
Hartford Life and Accident Insurance Company and that they are in full force and
effect at this date.

                                        ATTEST:


                                        _______________________________________
                                                                      Secretary


<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-END>                               DEC-31-1994
<INVESTMENTS-AT-COST>                       17,653,355
<INVESTMENTS-AT-VALUE>                      17,464,695
<RECEIVABLES>                                    6,360
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                              17,471,055
<PAYABLE-FOR-SECURITIES>                         4,841
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                              4,841
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
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<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                17,466,214
<DIVIDEND-INCOME>                              478,648
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                 480,613
<EXPENSES-NET>                               (208,752)
<NET-INVESTMENT-INCOME>                        750,509
<REALIZED-GAINS-CURRENT>                      (28,888)
<APPREC-INCREASE-CURRENT>                  (1,283,840)
<NET-CHANGE-FROM-OPS>                        (562,219)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
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<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                       4,610,234
<ACCUMULATED-NII-PRIOR>                              0
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<INTEREST-EXPENSE>                                   0
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</TABLE>


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