SEPARATE ACCOUNT VL I OF HARTFORD LIFE INSURANCE CO
S-6/A, 1995-04-20
Previous: FRITZ COMPANIES INC, S-4/A, 1995-04-20
Next: INSURED MUN SEC TR SE NY NAV INS SE 13 & NJ NAV INS SE 9, 485BPOS, 1995-04-20



<PAGE>
                                                       REGISTRATION NO. 33-53692
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C.

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

   
                              POST-EFFECTIVE NO. 3
                                     TO THE
                                    FORM S-6
    

               FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
                    OF SECURITIES OF UNIT INVESTMENT TRUSTS
                           REGISTERED ON FORM N-8B-2

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

  A.   Exact name of trust: Separate Account VL I

  B.   Name of depositor: Hartford Life Insurance Company

  C.   Complete address of depositor's principal executive offices:
        P.O. Box 2999, Hartford, CT 06104-2999

  D.   Name and address of agent for service:
        Rodney J. Vessels, Esquire, Counsel
        The Hartford Life Insurance Companies, P.O. Box 2999, Hartford, CT
        06104-2999

  E.   Title and amount of securities being registered:

       An indefinite amount of Flexible Premium Variable Life Insurance Policies
        was previously registered pursuant to Rule 24f-2 under the Investment
        Company Act of 1940.

  F.   Proposed maximum aggregate offering price to the public of the securities
        being registered: Not yet determined.

  G.   Amount of Filing Fee: Paid

  H.   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
    

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

THE  REGISTRANT HEREBY REPRESENTS THAT IT IS RELYING ON SECTION (B)(13)(I)(A) OF
RULE 6E-3(T).

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
                         RECONCILIATION AND TIE BETWEEN
                           FORM N-8B-2 AND PROSPECTUS

<TABLE>
<CAPTION>
 ITEM NO. OF
 FORM N-8B-2                                          CAPTION IN PROSPECTUS
- -------------  ---------------------------------------------------------------------------------------------------
<C>            <S>
        1.     Cover page
        2.     Cover page
        3.     Not applicable
        4.     The Company; Distribution of the Policies
        5.     Summary -- Separate Account VL I; Separate Account VL I -- General
        6.     Separate Account VL I -- General
        7.     Not required by Form S-6
        8.     Not required by Form S-6
        9.     Legal Proceedings
       10.     Summary; Separate Account VL I -- Funds; The Policy -- Application for a Policy; Detailed
               Description of Policy Benefits and Provisions; Other Matters -- Voting Rights, Dividends
       11.     Summary; Separate Account VL I -- Funds
       12.     Summary; Separate Account VL I -- Funds
       13.     Deductions and Charges from the Account Value; Distribution of the Policies; Federal Tax
               Considerations
       14.     The Policy -- Application for a Policy
       15.     The Policy -- Allocation of Premium Payments
       16.     Separate Account VL I -- Funds; The Policy -- Allocation of Premium Payments
       17.     Summary; Policy Benefits and Rights -- Cash Value and Amount Payable on Surrender of the Policy,
               Right to Examine Rights and Surrender Continuation Options
       18.     Separate Account VL I -- Funds; Deduction and Charges from the Account Value; Federal Tax
               Considerations
       19.     Other Matters -- Statements to Policy Owners
       20.     Not applicable
       21.     Detailed Description of Policy Benefits and Provisions -- Policy Loans
       22.     Not applicable
       23.     Safekeeping of Separate Account Assets
       24.     Other Matters -- Assignment
       25.     The Company
       26.     Not applicable
       27.     The Company
       28.     The Company; Management
       29.     The Company
       30.     Not applicable
       31.     Not applicable
       32.     Not applicable
       33.     Not applicable
       34.     Not applicable
       35.     Distribution of the Policies
       36.     Not required by Form S-6
       37.     Not applicable
       38.     Distribution of the Policies
       39.     The Company; Distribution of the Policies
       40.     Not applicable
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
 ITEM NO. OF
 FORM N-8B-2                                          CAPTION IN PROSPECTUS
- -------------  ---------------------------------------------------------------------------------------------------
<C>            <S>
       41.     The Company; Distribution of the Policies
       42.     Not applicable
       43.     Not applicable
       44.     The Policy -- Allocation of Premium Payments
       45.     Not applicable
       46.     Detailed Description of Policy Benefits and Provisions -- Cash Value
       47.     Separate Account VL I -- Funds
       48.     Cover page; The Company
       49.     Not applicable
       50.     Separate Account VL I -- General
       51.     Summary; The Company; The Policy; Detailed Description of Policy Benefits and Provisions; Other
               Matters -- Beneficiary
       52.     Separate Account VL I -- Funds, Investment Advisers
       53.     Federal Tax Considerations
       54.     Not applicable
       55.     Not applicable
       56.     Not required by Form S-6
       57.     Not required by Form S-6
       58.     Not required by Form S-6
       59.     Not required by Form S-6
</TABLE>
<PAGE>

     HARTFORD
     LIFE INSURANCE COMPANY
     STAG VARIABLE LIFE
     Flexible Premium
     Variable Life Insurance Policies
     [LOGO]

   This  Prospectus describes a flexible premium variable life insurance policy
 (the "Policies," and each  individually a "Policy")  offered by Hartford  Life
 Insurance Company (the "Hartford") to applicants age 80 and under. For a given
 amount  of Death Benefit chosen, the  Purchaser of the Policy has considerable
 flexibility in  selecting  the  timing  and amount  of  premium  payments.  In
 addition,  the Purchaser  can select  a Guarantee Period,  of from  one to ten
 years, during which  additional guarantees  are provided. Among  these is  the
 guarantee  that the Death Benefit will be no less than the Initial Face Amount
 and the Policy will not lapse as  long as certain Scheduled Premiums are  paid
 or  are provided for  by favorable investment  experience. Unscheduled Premium
 Payments are also allowed.

   The Guarantee Period selected  by You will affect  the benefits provided  by
 the  Policy. In general,  the longer the  Guarantee Period is,  the higher the
 Front-End Sales Loads and Surrender Charges are. However, the advantages of  a
 longer  Guarantee  Period  include lower  Cost  of Insurance  rates  and lower
 Mortality and Expense Risk Rates.  See "Guarantee Period" on  page   for  more
 details.

   Sales  agents can  provide prospective purchasers  with individualized sales
 illustrations which  reflect all  the  fees and  charges associated  with  the
 Policy options selected.

   The Policies provide for a death benefit payable at the Insured's death. The
 Policy  Owner may select  one of three  death benefit options;  a fixed amount
 equal to the Face Amount, a variable amount equal to the Face Amount plus  the
 Account  Value, or a variable amount equal to the Face Amount plus a return of
 Scheduled Premiums.

   Under all three options, the Policies  have Cash Values which increase  with
 the  payment of each  premium and which  decrease to reflect  fees and charges
 made by the Hartford. These fees and charges vary depending on the face amount
 of the Policy, the age of the Insured, the level of the premiums paid, and the
 length of the Guarantee Period.

   If a Policy  is surrendered during  the first two  Policy Years, the  Policy
 Owner  may be  entitled to a  refund of excess  loads in addition  to the Cash
 Surrender Value.

   There is no guaranteed minimum cash value for a Policy. The Cash Value of  a
 Policy  will also vary up or down  to reflect the investment experience of the
 Funds to which the premium payment(s) has been allocated and the Policy  Owner
 bears the investment risk for all amounts so allocated.

   The  initial premium will be allocated  to Hartford Money Market Sub-Account
 and after the  Right to  Examine Period  has expired, to  one or  more of  the
 Sub-Accounts  or  to the  Fixed  Account as  specified  in the  Policy Owner's
 application. The  Funds underlying  the Sub-Accounts  presently are:  Hartford
 Advisers  Fund,  Inc., Hartford  Aggressive Growth  Fund, Inc.,  Hartford Bond
 Fund, Inc.,  Hartford Dividend  and Growth  Fund, Inc.,  Hartford Index  Fund,
 Inc.,  Hartford  International  Opportunities  Fund,  Inc.,  Hartford Mortgage
 Securities Fund, Inc., Hartford Stock Fund,  Inc., and HVA Money Market  Fund,
 Inc. managed by Hartford Investment Management Company (the "Hartford Funds"),
 the  PCM Diversified Income Fund, PCM Global Asset Allocation Fund, PCM Global
 Growth Fund, PCM Growth and Income Fund, PCM High Yield Fund, PCM Money Market
 Fund, PCM New  Opportunties Fund, PCM  U.S. Government and  High Quality  Bond
 Fund,  PCM Utilities Growth and  Income Fund, and PCM  Voyager Fund managed by
 The  Putnam  Management   Company,  Inc.   (the  "Putnam   Funds"),  and   the
 Equity-Income  Portfolio,  Overseas  Portfolio  and  Asset  Manager  Portfolio
 managed by Fidelity Management & Research Company (the "Fidelity Funds").

   These Policies are subject  to a Front-End Sales  Load and Surrender  Charge
 which  are set forth in our standard illustration on pages   -  . In addition,
 there are  examples on  page    and     to help  you in  your selection  of  a
 Guarantee Period.

   MAXIMUM  FRONT-END SALES  LOADS ARE  50% OF THE  PREMIUMS PAID  IN THE FIRST
 POLICY YEAR, 11%  IN YEARS  2 THROUGH 10  AND 3%  IN YEARS 11  AND LATER.  THE
 MAXIMUM  SURRENDER CHARGE UNDER THE POLICY IS  110% OF THE PREMIUM PAID IN THE
 FIRST POLICY YEAR. HOWEVER, ACTUAL CHARGES  MAY BE LESS. SEE "FRONT-END  SALES
 LOAD" ON PAGE   , "SURRENDER CHARGES" ON PAGE   , AND "REFUND OF EXCESS LOADS"
 ON PAGE   FOR MORE DETAILS.
 ------------------------------------------------------------------------------

 IT  MAY  NOT  BE  ADVANTAGEOUS  TO  PURCHASE  FLEXIBLE  PREMIUM  VARIABLE LIFE
 INSURANCE AS A REPLACEMENT FOR YOUR  CURRENT LIFE INSURANCE OR IF YOU  ALREADY
 OWN A FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY.
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 THIS  PROSPECTUS IS VALID  ONLY IF ACCOMPANIED BY  THE CURRENT PROSPECTUSES OF
 THE APPLICABLE ELIGIBLE FUNDS WHICH CONTAIN A FULL DESCRIPTION OF THOSE FUNDS.
 ALL PROSPECTUSES SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE.
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 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.
 ------------------------------------------------------------------------------

 The date of this Prospectus is May 1, 1995.
 ------------------------------------------------------------------------------
<PAGE>
                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                           PAGE
 <S>                                                                       <C>
 SPECIAL TERMS...........................................................    4
 SUMMARY.................................................................    6
 DETAILED DESCRIPTION OF POLICY BENEFITS AND PROVISIONS..................   11
   General...............................................................   11
   Premiums..............................................................   11
     Premium Payment Flexibility.........................................   11
     Scheduled Premiums..................................................   11
     Unscheduled Premiums................................................   12
     Allocation of Premium Payments......................................   12
     Accumulation Units..................................................   12
     Accumulation Unit Values............................................   12
     Premium Limitation..................................................   13
   Cash Values...........................................................   13
     Amount Payable on Surrender of the Policy...........................   13
     Load Refund.........................................................   13
     Partial Withdrawals.................................................   13
   Transfers of Account Value............................................   14
     Amount and Frequency of Transfers...................................   14
     Transfers to or from Sub-Accounts...................................   14
     Transfers from the Fixed Account....................................   14
   Policy Loans..........................................................   14
     Loan Interest.......................................................   15
     Credited Interest...................................................   15
     Preferred Loan......................................................   15
     Loan Repayments.....................................................   15
     Termination Due to Excessive Indebtedness...........................   15
     Effect of Loans on Account Value....................................   15
 Death Benefit...........................................................   15
     Death Benefit Option................................................   15
     Option Change.......................................................   16
     Death Benefit Guarantee.............................................   16
     Minimum Death Benefit...............................................   16
     Increases and Decreases in Face Amount..............................   16
   Benefits at Maturity..................................................   17
   Lapse and Reinstatement...............................................   17
     Policy Surplus......................................................   17
     Lapse and Grace Period..............................................   17
     Reinstatement.......................................................   18
     Automatic Premium Loan Option.......................................   18
   The Right to Examine the Policy.......................................   18
   Surrender/Continuation Options........................................   19
     Option Descriptions.................................................   19
   Valuation of Payments and Transfers...................................   20
   Last Survivor Policy..................................................   20
   Application for a Policy..............................................   20
   Deductions from the Premium...........................................   20
     Front-end Sales Load................................................   20
     Premium Related Tax Charge..........................................   21
   Deductions and Charges from the Account Value.........................   21
     Monthly Deduction Amounts...........................................   21
     Surrender Charges...................................................   22
     Examples of Front-End Sales Loads and Surrender Charges.............   23
     Charges Against the Funds...........................................   24
     Taxes...............................................................   25
</TABLE>

                                       2
<PAGE>
   
<TABLE>
 <S>                                                                       <C>
 THE COMPANY.............................................................   25
 SEPARATE ACCOUNT VL I...................................................   25
   General...............................................................   25
   Funds.................................................................   26
       Hartford Funds....................................................   26
       Putnam Funds......................................................   27
       Fidelity Funds....................................................   28
   Investment Adviser....................................................   29
       Hartford Funds....................................................   29
       Putnam Funds......................................................   29
       Fidelity Funds....................................................   29
 THE FIXED ACCOUNT.......................................................   30
 OTHER MATTERS...........................................................   30
   Voting Rights.........................................................   30
   Statements to Policy Owners...........................................   31
   Limit on Right to Contest.............................................   31
   Misstatement as to Age................................................   31
   Payment Options.......................................................   31
   Beneficiary...........................................................   32
   Assignment............................................................   32
   Dividends.............................................................   32
 SUPPLEMENTAL BENEFITS...................................................   32
   Deduction Amount Waiver Rider.........................................   32
   Accidental Death Benefit Rider........................................   32
   Increase in Coverage Option Rider.....................................   32
   Maturity Date Extension Rider.........................................   33
 EXECUTIVE OFFICERS AND DIRECTORS........................................   34
 DISTRIBUTION OF THE POLICIES............................................   38
 SAFEKEEPING OF THE SEPARATE ACCOUNT'S ASSETS............................   38
 FEDERAL TAX CONSIDERATIONS..............................................   38
   General...............................................................   38
   Taxation of Hartford Life and Separate Account VL I...................   38
   Income Taxation of Policy Benefits....................................   39
   Modified Endowment Policies...........................................   39
   Diversification Requirements..........................................   39
   Federal Income Tax Withholding........................................   40
   Other Tax Considerations..............................................   40
 LEGAL PROCEEDINGS.......................................................   40
 LEGAL MATTERS...........................................................   40
 EXPERTS.................................................................   40
 REGISTRATION STATEMENT..................................................   40
 UNDERTAKING TO FILE REPORTS.............................................   40
</TABLE>
    

    The Policies may not be available in all states.

    THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH  OFFERING MAY NOT BE LAWFULLY MADE. NO DEALER OR OTHER PERSON IS AUTHORIZED
TO GIVE ANY  INFORMATION OR  MAKE ANY  REPRESENTATIONS IN  CONNECTION WITH  THIS
OFFERING  OTHER THAN THOSE CONTAINED  IN THIS PROSPECTUS AND,  IF GIVEN OR MADE,
SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED ON.

                                       3
<PAGE>
                                 SPECIAL TERMS

    As used in this Prospectus, the following terms have the indicated meanings:

ACCOUNT VALUE: Value used to determine certain policy benefits and charges.

ACCUMULATION  UNIT: An accounting unit of measure used to calculate the value of
a Sub-Account.

ANNUAL SCHEDULED  PREMIUM  AND/OR SCHEDULED  PREMIUMS:  The amount  of  Premiums
selected by you within limits established under the Policy.

ATTAINED AGE: The Issue Age plus the number of fully completed Policy Years.

CASH SURRENDER VALUE: Cash Value less all Indebtedness.

CASH VALUE: The Account Value less all remaining Surrender Charges, if any.

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

DATE  OF ISSUE: The date from  which the Suicide and Incontestability provisions
are measured.

DEATH BENEFIT:  The Death  Benefit Option  in effect  determines how  the  Death
Benefit is calculated. The three Death Benefit Options provided are described in
the Death Benefit section of this Prospectus.

DEATH  PROCEEDS: The amount which we will pay  on the death of the Insured. This
amount equals the Death Benefit less any Indebtedness.

FACE AMOUNT: On the Policy Date, the Face Amount equals the Initial Face Amount.
Thereafter it may change in accordance with the terms of the Policy.

FIXED ACCOUNT:  Portion of  Account Value  invested in  the General  Account  of
Hartford Life Insurance Company.

FUNDS:  The registered open-end management  investment companies in which assets
of the Separate Account may be invested.

GUARANTEE PERIOD: The  period, selected by  you, from one  to ten years,  during
which  additional Policy guarantees  are provided. Among  these is the guarantee
that if Scheduled Premiums are paid, the Death Benefit will be no less than  the
initial   Face  Amount   regardless  of   the  investment   performance  of  the
Sub-Accounts. See "Guarantee Period" on page   .

GUIDELINE ANNUAL PREMIUM: The level annual premium payment necessary to  provide
the  future  benefits  under  the  policy  through  maturity,  based  on certain
assumptions specified  under  the  Federal Securities  laws.  These  assumptions
include  mortality charges based  on the 1980  CSO Table, an  assumed annual net
rate of return of 5% per year,  and deduction of the fees and charges  specified
in  the Policy. For purposes of the policy, the Guideline Annual Premium is used
only in limiting front-end sales loads and surrender charges.

HARTFORD: Hartford Life Insurance Company.

IN WRITING: In a written form satisfying to Us.

INDEBTEDNESS: The outstanding loan on the Policy, including any interest due  or
accrued.

INSURED: The person on whose life the Policy is issued.

ISSUE AGE: As of the Policy Date, the Insured's age on his/her last birthday.

LOAN  ACCOUNT: An account established for any amounts transferred from the Fixed
Account and Sub-Accounts  as a  result of loans.  The account  is credited  with
interest and is not based on the investment experience of the Separate Account.

MATURITY DATE: The date on which the policy will mature.

MONTHLY  ACTIVITY DATE:  The Policy  Date and the  same date  in each succeeding
month as the Policy Date except that whenever the Monthly Activity Date falls on
a date other than a Valuation Day, the Monthly Activity Date will be deemed  the
next Valuation Day.

MONTHLY  DEDUCTION AMOUNT: The fees and  charges deducted from the Account Value
on the Monthly Activity Date.

NATIONAL SERVICE CENTER: Located in Minneapolis, Minnesota.

NET PREMIUM: The amount of premium actually credited to the Account Value.

POLICY: A  flexible  premium variable  life  insurance contract  issued  by  the
Hartford, as described in this Prospectus.

POLICY  ANNIVERSARY: An anniversary of the  Policy Date. Similarly, Policy Years
are measured from the Policy Date.

POLICY DATE:  The date  from which  Policy Anniversaries  and Policy  Years  are
determined.

POLICY LOAN RATE: The interest rate charged on policy loans.

                                       4
<PAGE>
POLICY  OWNER: The person having rights to  benefits under the Policy during the
lifetime of the Insured; the Policy Owner may or may not be the Insured.

POLICY SURPLUS: This is an amount which we calculate for each Policy Year during
the Guarantee Period to determine whether or not payment of a Scheduled  Premium
is required and is calculated as described in "Policy Surplus" on page   .

POLICY YEARS: Annual periods computed from the Policy Date.

PRO  RATA BASIS:  An allocation  method based on  the proportion  of the Account
Value in the Fixed Account and each Sub-Account.

SCHEDULED PREMIUM: Amount of premium shown on your specifications.

SEPARATE ACCOUNT: An account established  by Hartford Life Insurance Company  to
separate  the assets  funding the  Policies from  other assets  of Hartford Life
Insurance Company; in this case, "Separate Account VL I."

SUB-ACCOUNT: The subdivisions of the Separate Account.

UNSCHEDULED PREMIUMS:  Any  premium  payment  other  than  a  Scheduled  Premium
Payment.

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.

YOU, YOUR: The Owner of the Policy.

WE, US, OUR, THE COMPANY: Hartford Life Insurance Company.

                                       5
<PAGE>
                                    SUMMARY

THE POLICY

    The  flexible  premium  variable  life insurance  policies  offered  by this
Prospectus are funded by a Fixed Account  and Separate Account VL I, a  separate
account  established  by  Hartford  pursuant to  Connecticut  insurance  law and
organized as a unit investment trust registered under the Investment Company Act
of 1940. Separate Account  VL I is presently  comprised of 22 sub-accounts  (the
"Sub-Accounts"  and each  individually a  "Sub-Account"), each  of which invests
exclusively in one of the underlying  Funds. If an initial premium is  submitted
with  an application for a  Policy, it will be  allocated, to the Hartford Money
Market Sub-Account. At  a later  date the values  in the  Hartford Money  Market
Sub-Account  will be allocated to  one or more of  the Sub-Accounts or the Fixed
Account as specified in the Policy  Owner's application. This later date is  the
latest of 45 days after the application is signed, ten days after We receive the
premium  and the  date We  receive the  final requirement  to put  the policy in
force. The  Policies are  credited  with units  ("Accumulation Units")  in  each
selected Sub-Account, the assets of which are invested in the applicable Fund. A
Policy Owner may transfer the funds among the Sub-Accounts and the Fixed Account
subject  to  a transfer  charge. See  "Transfer of  Account Value"  of "Detailed
Description of Policy Benefits and Provisions," page   .

    The Policies  are first  and  foremost life  insurance policies  with  death
benefits,  cash values,  and other  features traditionally  associated with life
insurance. The Policies are called "flexible premium" because, once the  desired
level  and  pattern of  Death  Benefits have  been  determined, a  purchaser has
considerable flexibility in the selection of the timing and amount of premium to
be paid. The Policies are called  "variable" because, unlike the fixed  benefits
of  an ordinary whole life insurance policy,  the Cash Value will, and the Death
Benefit may increase or decrease depending  on the investment experience of  the
Funds  to which the premium  payment(s) has been allocated.  However, as long as
the policy remains  in force,  no partial withdrawals  occur, and  there are  no
requests  to increase or decrease the Face  Amount, the Death Benefit will never
be less  than the  Initial  Face Amount.  See  "Detailed Description  of  Policy
Benefits and Provisions -- Death Benefit," page   .

POLICY DESIGN OPTIONS

    The  options in the Policy are structured  to give a Purchaser and his sales
agent the ability to  select a Policy tailor-made  for the purchaser's  specific
life insurance needs.

    The  Policy options which give the purchaser such flexibility fall into four
major categories:

    1. Death Benefit  Options --  These allow  the Purchaser  to select  various
       levels and patterns of Death Benefits.

    2. Premium  Options --  Once the  Purchaser has  decided on  the appropriate
       Death Benefit, he  then has considerable  flexibility in determining  the
       desired premium schedule.

    3. Guarantee  Period Options -- The Purchaser also has the ability to choose
       a Guarantee Period from one to ten years. During this period,  additional
       contractual  guarantees are provided.  Among these is  the guarantee that
       the Death Benefit will be  no less than the  Initial Face Amount and  the
       Policy  will not lapse as long  as certain Scheduled Premiums selected by
       the  Purchaser  are  paid  or   provided  for  by  favorable   investment
       experience.

    4. Investment  Options --  The Purchaser  has the  choice of  allocating the
       Policy's Account Value among five or  less of the Policy's 23  investment
       options.  These  include  the  22  variable  sub-accounts  and  the fixed
       account.

DEATH BENEFIT

    The Policies provide for three Death Benefit options. These can be level and
equal to the  Face Amount,  a Face  Amount plus  Return of  Account Value  Death
Benefit  or a Face Amount plus Return of Scheduled Premium Death Benefit. At the
death of the Insured,  we will pay  the Death Proceeds  to the Beneficiary.  The
Death  Proceeds equal the Death Benefit  less any Indebtedness under the Policy.
See "Detailed Description of Policy  Benefits and Provisions -- Death  Benefit,"
page   .

                                       6
<PAGE>
PREMIUM

    You  have considerable flexibility  as to when  and in what  amounts you pay
premiums.

    Prior to issue, you can choose the level of the Scheduled Premiums, within a
range determined by the  Hartford based on  the Face Amount  of the policy,  the
insured's sex (except where unisex rates apply), age at issue, and the insured's
risk classification.

    During  the Guarantee  Period, the Hartford  will guarantee  that the Policy
will not lapse, regardless of the investment experience of the Funds, if you pay
the Scheduled Premiums when due.  In addition, Unscheduled Premium Payments  are
allowed during the Guarantee Period.

    Even  if You  do not  pay all  Scheduled Premiums  due during  the Guarantee
Period, the Policy will stay in force as long as the Policy Surplus exceeds  the
Indebtedness in the Policy.

    After  the Guarantee Period,  You may change your  Scheduled Premiums to any
level you desire, and Unscheduled Premium  Payments are still allowed. Once  the
Guarantee  Period has  expired, the Policy  will not  lapse as long  as the Cash
Surrender Value is sufficient to cover the Monthly Deduction Amounts.

    No premium payment will be accepted which causes the Policy to not meet  the
tax  qualification guidelines for life insurance under the Internal Revenue Code
of 1986, as amended.

    There are circumstances, usually  if a Policy Owner  wants to refund  future
benefits in seven years or less, when the Policy may become a Modified Endowment
Contract  under  federal  tax  law.  If  it  does,  loans  and  other  pre-death
distributions are includable  in gross income  on an income-first  basis. A  10%
penalty  tax may be imposed on income distributed before the insured attains age
59 1/2.  Prospective purchasers  and  Policy Owners  are  advised to  consult  a
qualified  tax adviser  before taking steps  that may affect  whether the Policy
becomes a Modified Endowment Contract. See "Federal Tax Considerations, Modified
Endowment Contract" for a discussion of the "seven pay test," page   .

GUARANTEE PERIOD

    The Guarantee Period selected  by You will affect  the benefits provided  by
the  Policy. In  general, the  longer the  Guarantee Period  is, the  higher the
front-end sales loads and  Surrender Charges are. However,  the advantages of  a
longer Guarantee Period include:

    a. a longer period during which Your Death Benefit is guaranteed, regardless
       of the investment experience of the Sub-Accounts,

    b. a  longer  period  during  which  your  current  administrative  fees are
       guaranteed (as a result,  the longer the Guarantee  Period is, the  lower
       the guaranteed administrative fees are),

    c. a  longer period  during which your  current Cost of  Insurance rates are
       guaranteed (as a result,  the longer the Guarantee  Period is, the  lower
       the guaranteed Cost of Insurance rates are),

    d. lower current Cost of Insurance rates,

    e. lower Mortality and Expense risk rates.

    In  addition, if you choose  a Guarantee Period longer  than five years, You
may be given the right to purchase additional coverage, subject to  limitations,
without any evidence of Insurability. See "Supplemental Benefits" on page   .

    Due  to the way the different charges  and fees depend on different factors,
such as the length of  the Guarantee Period, it  is difficult to anticipate  the
net  effect of these charges on the  Policy values without a sales illustration.
Once a  purchaser,  in consultation  with  his sales  agent,  has decided  on  a
combination  of  policy  features  (such  as  face  amount,  level  of Scheduled
Premiums, Guarantee Period,  and the age  and sex of  Insured), the sales  agent
will  provide that purchaser with an illustration which reflects the charges and
benefits of that  particular combination  and a  summary of  Policy charges  and
fees.   In  addition,  these  illustrations  are  available  for  any  allowable
combination of benefits which a prospective purchaser may request.

    For more  information  concerning  Front-End  Sales Loads,  see  page      ,
Surrender  Charges, see page    ,  Cost of Insurance  Charges, see page    , and
Mortality and Expense Risk Charges, see page   .

                                       7
<PAGE>
SEPARATE ACCOUNT VL I

    Separate Account VL I is a separate account established by Hartford pursuant
to the insurance laws of the State of Connecticut and organized as a  registered
unit investment trust under the Investment Company Act of 1940. Separate Account
VL  I  is  presently  comprised  of  22  Sub-Accounts,  each  of  which  invests
exclusively in  one  of  the  Funds.  Each  Hartford  Fund  is  organized  as  a
corporation  under  the laws  of  the State  of  Maryland and  is  a diversified
open-end management investment company  registered under the Investment  Company
Act  of 1940. The Putnam Funds are  organized as Putnam Capital Manager Trust, a
Massachusetts  business  trust  organized  on  September  24,  1987,  and  is  a
diversified  open-end,  series investment  company  with multiple  portfolios or
funds registered under the  Investment Company Act of  1940. The Fidelity  Funds
involve  two  diversified open-end  management  investment companies,  each with
multiple portfolios  and  organized  as  a  Massachusetts  business  trust.  The
Equity-Income  Portfolio and Overseas  Portfolio are portfolios  of the Variable
Insurance Products  Fund, organized  on  November 13,  1981. The  Asset  Manager
Portfolio  is a portfolio of the  Variable Insurance Products Fund II, organized
on March 21, 1988.

    Registration under  the Investment  Company  Act of  1940 does  not  involve
supervision  of  the  management  or investment  practices  or  policies  by the
Commission. The shares of  the Funds are  sold to Separate Account  VL I and  to
other separate accounts of Hartford or its affiliates which fund similar annuity
or life insurance products.

    Currently,  the Funds are Hartford  Advisers Fund, Inc., Hartford Aggressive
Growth Fund, Inc., Hartford Bond Fund, Inc., Hartford Dividend and Growth  Fund,
Inc.,  Hartford  Index Fund,  Inc.,  Hartford International  Opportunities Fund,
Inc., Hartford Mortgage Securities  Fund, Inc., Hartford  Stock Fund, Inc.,  and
HVA  Money  Market  Fund,  Inc.  (hereinafter  the  "Hartford  Funds"),  the PCM
Diversified Income Fund,  PCM Global  Asset Allocation Fund,  PCM Global  Growth
Fund,  PCM Growth and Income  Fund, PCM High Yield  Fund, PCM Money Market Fund,
PCM New Opportunites Fund, PCM U.S.  Government and High Quality Bond Fund,  PCM
Utilities  Growth and Income Fund, and PCM Voyager Fund (hereinafter the "Putnam
Funds"), and the Equity-Income Portfolio,  Overseas Portfolio and Asset  Manager
Portfolio  (hereinafter  the  "Fidelity  Funds").  Applicants  should  read  the
prospectuses for each of  the Funds accompanying  this Prospectus in  connection
with  the purchase of a  Policy. The investment objectives  of each of the Funds
are as set forth in "Separate Account VL I," page   .

   
    Total fund operating expenses in 1994, including management fees, were .655%
for the  Hartford Advisers  Fund; .720%  for the  Hartford Capital  Appreciation
Fund;  .547% for  the Hartford  Bond Fund; .834%  for the  Hartford Dividend and
Growth Fund;  .454%  for  the  Hartford  Index  Fund;  .851%  for  the  Hartford
International  Opportunities Fund;  .477% for  the Hartford  Mortgage Securities
Fund; .501% for the Hartford  Stock Fund; .474% for  the HVA Money Market  Fund;
.80%  for  the  PCM Diversified  Income  Fund;  .76% for  the  PCM  Global Asset
Allocation Fund; .77% for the  PCM Global Growth Fund;  .62% for the PCM  Growth
and Income Fund; .74% for the PCM High Yield Fund; .55% for the PCM Money Market
Fund;  .71% for the PCM New Opportunities Fund; .67% for the PCM U.S. Government
and High Quality Bond Fund; .68% for  the PCM Utilities Growth and Income  Fund;
.71%  for the PCM Voyager Fund; .58% for the Equity-Income Portfolio; __ for the
Overseas Portfolio; and .80% for the Asset Manager Portfolio.
    

    The investment adviser  for the  Hartford Funds is  The Hartford  Investment
Management  Company,  Inc.,  a  wholly-owned  subsidiary  of  Hartford Insurance
Company.  The   Hartford  Investment   Management   Company,  Inc.   retains   a
sub-investment  adviser with respect to some of  the Funds. The Putnam Funds are
advised by The Putnam Management Company, a subsidiary of The Putnam  Companies,
Inc.  The Fidelity Funds are managed  by Fidelity Management & Research Company.
See "Separate Account VL I," page   .

FIXED ACCOUNT

    Premium Payments and Cash Values allocated to the Fixed Account become  part
of  the general assets of  the Hartford. The Hartford  invests the assets of the
General Account in accordance with  applicable law governing the investments  of
Insurance Company general accounts.

DEDUCTIONS FROM THE PREMIUM

    Before  the allocation of the premium to the Account Value, a deduction as a
percentage of premium is  made for the front-end  sales load and premium  taxes.
The amount of each premium allocated to the Account Value is your Net Premium.

                                       8
<PAGE>
FRONT-END SALES LOAD

    The  front-end sales load of the premium  deduction is based on the level of
Scheduled Premiums, the length  of the Guarantee Period,  and the amount of  any
Unscheduled Premiums paid.

    The maximum front-end sales load percentages are 50% of the premiums paid in
the  first Policy Year, 11% in Policy Years 2 through 10, and 3% in Policy Years
11 and later.

    For all Guarantee Periods, the maximum amount of premium paid in any  Policy
Year  subject to  a front-end  sales load  is the  Guideline Annual  Premium. In
addition, if Scheduled Premiums are less than the Guideline Annual Premium,  the
maximum  amount of premium paid in the  first Policy Year subject to a front-end
sales load is the Scheduled Premium.

    The actual  schedule  of front-end  sales  loads  for any  given  Policy  is
specified in that Policy.

PREMIUM RELATED TAX CHARGE

    We  deduct a percentage of each premium  to cover taxes assessed against the
Hartford that are attributable to premiums. This percentage will vary by  locale
depending on the tax rates in effect there.

DEDUCTIONS AND CHARGES FROM THE ACCOUNT VALUE

    We  will subtract amounts from your Account Value to provide for the Monthly
Deduction Amount. These will be taken on a Pro Rata Basis from the Fixed Account
and Sub-Accounts on each Monthly Activity Date.

    The Monthly Deduction Amount equals:

    (a) the Cost of Insurance; plus

    (b) the charges for additional benefits provided by rider, if any; plus

    (c) the charges for "special" insurance class rating, if any; plus

    (d) the Monthly Administrative Fee, plus

    (e) the Mortality and Expense Risk Charge.

    Hartford may also set up a provision for income taxes against the assets  of
Separate Account VL I. See "Deductions and Charges From the Account Value," page
  and "Federal Tax Considerations," page   .

   
    The Mortality and Expense Risk Charge ranges from .90% annually for a Policy
with  a one-year Guarantee Period and decreases proportionately as the Guarantee
Period gets longer to .60% on a Policy with a ten-year Guarantee Period.
    

    Applicants should review the prospectuses for the Funds which accompany this
Prospectus for a description of the charges assessed against the assets of  each
of the Funds.

SURRENDER CHARGES

    A  contingent deferred sales  load ("Surrender Charge")  is assessed against
the Account Value of a Policy if the Policy lapses or is surrendered during  the
first  nine Policy Years.  The amount of the  Surrender Charge applicable during
the first Policy Year is established by  Hartford based on the premiums and  the
length  of the Guarantee Period  chosen by the Policy  Owner. Subject to certain
limits imposed by  state insurance  law, the  Surrender Charge  decreases by  an
equal  amount each  Policy Year  until it reaches  zero during  the tenth Policy
Year.

    The actual schedule of Surrender Charges  for any given Policy is set  forth
in  that  Policy. In  addition,  sales agents  will  provide, upon  request, the
schedule of Surrender Charges which would apply under any given circumstances.

    The aggregate front-end sales load and Surrender Charge assessed if a Policy
lapses or is surrendered (i.e., the total sales load) will not exceed the  sales
load limitations specified by the Securities and Exchange Commission. Generally,
the  total sales  load under the  Policy will  not exceed 180%  of the Guideline
Annual Premium, or 9% of the sum  of the Guideline Annual Premium that would  be
paid  over a 20-year period.  In cases where the  anticipated life expectancy of
the insured(s) named in the Policy is  less than 20 years, the total sales  load
will  not exceed 9% of the sum of  the Guideline Annual Premiums for the shorter
period.

                                       9
<PAGE>
LIMITS ON FRONT-END SALES LOADS AND SURRENDER CHARGES

    Certain Federal securities  and State insurance  laws and regulations  limit
the  front-end sales loads and surrender charges  which can be assessed on these
Policies. The  front-end sales  loads and  surrender charges  assessed in  these
Policies comply with these limitations.

    Front-end sales loads and Surrender Charges which cover expenses relating to
the  sale and distribution of the contracts  may be reduced for certain sales of
the contracts under circumstances which may result in savings of such sales  and
distribution expenses.

CASH VALUE

    As with many other types of insurance policies, each Policy will have a cash
value  ("Cash Value"). The Cash Value of the Policy will increase or decrease to
reflect the interest credited to the Fixed Account and Loan Account,  investment
experience  of the Sub-Accounts applicable to  the Policy and deductions for the
Monthly Deduction Amount.  There is  no minimum  guaranteed Cash  Value and  the
Policy  Owner  bears the  risk of  the  investment in  the Funds.  See "Detailed
Description of the Policy Benefits and Provisions -- Cash Value," page   .

POLICY LOAN

    A Policy Owner may obtain a cash loan from Hartford. The loan is secured  by
the  Policy. At the  time a loan  is requested, the  Indebtedness (including the
currently applied for loan) may not exceed 90% of the Cash Value. See  "Detailed
Description of Policy Benefits and Provisions -- Policy Loans," page   .

CHARGES AGAINST THE FUNDS

    Separate  Account VL I purchases shares of the Funds at net asset value. The
net asset  value  of the  Fund  shares  reflects investment  advisory  fees  and
administrative and other expenses already deducted from the assets of the Funds.
These charges are described herein. See "Charges Against the Funds," page   .

THE RIGHT TO EXAMINE THE POLICY

    An  applicant  has  a  limited  right  to  return  his  or  her  Policy  for
cancellation. If the applicant returns the Policy within ten days after delivery
of the Policy, or within 45 days after completion of the application,  whichever
is  latest (subject to applicable state regulation), Hartford will return to the
applicant, within seven days thereafter, the premium paid.

SURRENDER/CONTINUATION OPTIONS

    At any time  prior to  the Maturity  Date, provided  the Policy  has a  Cash
Surrender  Value,  You may  generally choose  to have  the Cash  Surrender Value
applied under one of the following options:

    Option A--Surrender for Cash

    Option B--Continue as Extended Term Insurance

    Option C--Continue as Paid-Up Insurance

    See  "Detailed  Description   of  Policy  Benefits   and  Provisions,"   and
"Surrender/Continuation Options," pages   .

TAX CONSEQUENCES

    The  current Federal tax  law generally excludes  all death benefit payments
from  the   gross  income   of  the   Policy  Beneficiary.   See  "Federal   Tax
Considerations," page   .

                                       10
<PAGE>
                         DETAILED DESCRIPTION OF POLICY
                            BENEFITS AND PROVISIONS

                                    GENERAL

    This  Prospectus describes a flexible premium variable life insurance policy
where the Purchaser of the Policy has considerable flexibility in selecting  the
timing  and amount of premium payments. In  addition, the Purchaser can select a
Guarantee Period, from one to ten years, during which additional guarantees  are
provided  such as the guarantee that the Death  Benefit will be no less than the
Initial Face Amount and the Policy will  not lapse as long as certain  Scheduled
Premiums  are paid  or are provided  for by favorable  investment experience. As
stated below, Unscheduled Premium payments are also allowed.

                                    PREMIUMS

PREMIUM PAYMENT FLEXIBILITY

    A significant feature of the Policy is that it gives you the ability to  pay
amounts greater or less than the Scheduled Premiums.

    Prior to issue, you can choose the level of the Scheduled Premiums, within a
range  determined by the Hartford,  based on the Face  Amount of the policy, the
insured's sex (except where unisex rates apply), age at issue, and the insured's
risk classification.

    During the Guarantee  Period, the  Hartford will guarantee  that the  Policy
will not lapse, regardless of the investment experience of the Funds, if you pay
the  Scheduled Premiums  when due  and the  Indebtedness never  exceeds the Cash
Value.  In  addition,  Unscheduled  Premium  payments  are  allowed  during  the
Guarantee Period.

    Even  if you  do not  pay all  Scheduled Premiums  due during  the Guarantee
Period, the Policy will stay in force as long as the Policy Surplus exceeds  the
Indebtedness in the Policy.

    After  the Guarantee Period,  you may change your  Scheduled Premiums to any
level you desire, and Unscheduled Premium  payments are still allowed. Once  the
Guarantee  Period has  expired, the Policy  will not  lapse as long  as the Cash
Surrender Value is sufficient to cover the Monthly Deduction Amounts.

    See also "Lapse and Reinstatement" on page   for more details.

SCHEDULED PREMIUMS

    You have  the  right  to  pay  Scheduled  Premiums  annually,  semiannually,
quarterly,  or monthly. The first  Scheduled Premium is due  on the Policy Date.
During the Guarantee Period,  each Scheduled Premium after  the first is due  at
the expiration of the period for which the preceding Scheduled Premium was paid.
A  Scheduled Premium may be paid  at any time prior to  its due date, subject to
the premium limitations set forth by  the Internal Revenue Code as indicated  in
the "Premium Limitation" section. See page   .

    During the Guarantee Period, if all Scheduled Premiums are paid when due and
if  Indebtedness does not exceed  the Cash Value, the  Policy will not terminate
due  to  insufficient  Cash  Surrender  Value,  regardless  of  the   investment
experience of the Funds.

    During  the Guarantee Period,  if you fail  to pay a  Scheduled Premium when
due, and if, on the premium due date  and for the rest of that Policy Year,  the
Policy  Surplus exceeds the Indebtedness, payment of that Scheduled Premium will
not be  required in  that  year or  in  any future  year.  The Policy  will  not
terminate  due to this nonpayment. However, future Scheduled Premiums during the
Guarantee Period will be required unless the Policy Surplus continues to  exceed
the  Indebtedness in those future Policy Years. In addition, as is true with any
premium, your Account Value and Policy Surplus in future years will be larger if
you make the premium payment than if you do not.

    For example, to determine whether or not non-payment of a Scheduled  Premium
in  the second Policy Year would result in a lapse, You would compare the actual
Account Value on the first Policy Anniversary to the

                                       11
<PAGE>
first Target Account Value. If the actual Account Value was equal to or  greater
than  the  Target Account  Value and  the Indebtedness  remained less  than this
Policy Surplus, failure to pay any  Scheduled Premiums due in the second  Policy
Year would not result in a lapse.

    After  the Guarantee Period, the Company  will send reminder notices for the
Owner to pay Scheduled  Premiums during the Insured's  lifetime. Payment of  the
Scheduled  Premium may not be  sufficient to keep the  policy in force after the
end of the Guarantee Period.

UNSCHEDULED PREMIUMS

    Any premium we  receive under  the Policy in  an amount  different from  the
Scheduled  Premium  will  be  considered  an  Unscheduled  Premium.  Unscheduled
Premiums of at  least $50.00  can be made  at any  time while the  policy is  in
force.

ALLOCATION OF PREMIUM PAYMENTS

    The  initial  Net Premium  will be  allocated to  the Hartford  Money Market
Sub-Account on the later of the Policy Date or the date We receive the premium.

    The value in this Hartford Money  Market Sub-Account will then be  allocated
to  the  Fixed  Account and  Sub-Accounts  according to  the  premium allocation
specified in the application on the latest  of 45 days after the application  is
signed,  ten days after We receive the premium and the date We receive the final
requirement to put the policy in force.

    Any additional  Net Premiums  received by  Us  prior to  such date  will  be
allocated to the Hartford Money Market Fund Sub-Account.

    Upon  written  request,  You  may change  the  premium  allocation. Portions
allocated to the Fixed Account and Sub-Accounts must be whole percentages of 10%
or more. Subsequent  Net Premiums  will be allocated  to the  Fixed Account  and
Sub-Accounts  according  to  Your  most  recent  instructions,  subject  to  the
following. The Account Value may be allocated to no more than five of these.  If
We  receive a premium and Your most recent allocation instructions would violate
this requirement, We  will allocate  the Net Premium  to the  Fixed Account  and
Sub-Accounts according to Your previous premium allocation.

    The  owner receives several  different types of notification  as to what his
current premium allocation  is. The initial  allocation chosen by  the owner  is
shown  in the  contract. And, each  transactional confirmation  received after a
premium payment will show how that premium has been allocated. In addition, each
quarterly statement summarized the current premium allocation in effect for that
contract.

ACCUMULATION UNITS

    Net Premiums allocated to the  Sub-Accounts are used to credit  Accumulation
Units to those Sub-Accounts.

    The  number of Accumulation  Units in each  Sub-Account to be  credited to a
Policy (including the initial allocation  to Hartford Money Market  Sub-Account)
and  the  amount credited  to  the Fixed  Account  will be  determined  first by
multiplying  the  Net  Premium  by  the  appropriate  allocation  percentage  to
determine  the portion to be invested in  the Fixed Account or Sub-Account. Each
portion to be invested in a Sub-Account is then divided by the then Accumulation
Unit Value of that particular Sub-Account next computed following receipt of the
payment.

ACCUMULATION UNIT VALUES

    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 dividend or capital gain distributions paid by that Fund 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.

    All  valuations  in  connection  with  a  Policy,  e.g.,  with  respect   to
determining Cash Value and Account Value and in connection with Policy Loans, or
calculation   of   Death  Benefits,   or   with  respect   to   determining  the

                                       12
<PAGE>
number of  Accumulation Units  to be  credited  to a  Policy with  each  premium
payment,  other than the initial  premium payment, will be  made on the date the
request or payment  is received by  Hartford at the  National Service Center  if
such  date is a Valuation Day; otherwise  such determination will be made on the
next succeeding date which is a Valuation Day.

PREMIUM LIMITATION

    If premiums are received which  would cause the policy  to fail to meet  the
definition  of a life  insurance policy in accordance  with the Internal Revenue
Code, We will refund  the excess premium payments.  We will refund such  premium
payments and interest thereon within 60 days after the end of a Policy Year.

    Except  for Scheduled  Premiums that  are required,  a premium  payment that
results in an  increase in  the Death  Benefit greater  than the  amount of  the
premium will be accepted only after We approve evidence of insurability.

                                  CASH VALUES

    As  with traditional life insurance, each Policy will have a Cash Value. The
Cash Value is equal to the  Account Value less any remaining Surrender  Charges.
There is no minimum guaranteed Cash Value.

    The  Account Value of a Policy changes on a daily basis and will be computed
on each Valuation  Day. The Account  Value will vary  to reflect the  investment
experience  of the Sub-Accounts, and the interest credited to the Fixed and Loan
Accounts as well as the Monthly Deduction Amounts.

    The Account Value of a particular Policy  is related to the net asset  value
of the Funds associated with the Sub-Accounts, if any, to which premium payments
on  the Policy have been allocated. The Account Value in the Sub-Accounts on any
Valuation Day is calculated by multiplying  the number of Accumulation Units  in
each  Sub-Account as of the Valuation Day by the current Accumulation Unit Value
of that Sub-Account and  then summing the result  for all the Sub-Accounts.  The
Account Value equals the Account Value in the Sub-Accounts plus the value of the
Fixed and Loan Accounts. The Cash Value is the Account Value minus any remaining
Surrender  Charge. The Cash  Surrender Values which is  the net amount available
upon surrender of the Policy, is the Cash Value less any Indebtedness. See  "The
Policy -- Accumulation Unit Values," page   .

AMOUNT PAYABLE ON SURRENDER OF THE POLICY

    As  long as the Policy  is in effect, a Policy  Owner may elect, without the
consent of  the Beneficiary  (provided  the designation  of Beneficiary  is  not
irrevocable),  to fully surrender  the Policy. Upon  surrender, the Policy Owner
will receive the Cash Surrender Value determined as of the day Hartford receives
the Policy Owner's written  request or the date  requested by the Policy  Owner,
whichever  is later.  The Cash  Surrender Value equals  the Cash  Value less any
Indebtedness. The Policy will  terminate on the date  of receipt of the  written
request,  or the date the  Policy Owner requests the  surrender to be effective,
whichever is later.

LOAD REFUND

    If a Policy  is surrendered during  the first two  Policy Years, the  Policy
Owner  may be entitled to payment of a  refund in addition to the Cash Surrender
Value.

    The refund will be  equal to the excess,  if any, of the  sum of the  actual
front-end  sales load  charged to-date plus  the Surrender  Charge assessed upon
Surrender over:

    1. the sum of 30% of payments in aggregate amount less than or equal to  one
       Guideline Annual Premium plus 10% of payments in aggregate amount greater
       than  one Guideline Annual Premium but not more than two Guideline Annual
       Premiums; and

    2. 9% of each payment made in excess of two Guideline Annual Premiums.

PARTIAL WITHDRAWALS

    After the Guarantee  Period, partial  withdrawals are  allowed. The  minimum
partial  withdrawal allowed  is $500.00. The  maximum partial  withdrawal is the
Cash Surrender Value, less $1,000.00. A partial withdrawal

                                       13
<PAGE>
charge of up to $50.00  may be charged. One  partial withdrawal is allowed  each
Policy Year. The Face Amount is reduced by the amount of the Partial Withdrawal.
Unless  specified otherwise,  the Partial Withdrawal  will be deducted  on a Pro
Rata Basis from the Fixed Account and the Sub-Accounts.

                           TRANSFERS OF ACCOUNT VALUE

AMOUNT AND FREQUENCY OF TRANSFERS

    Upon request  and as  long as  the Policy  is in  effect, You  may  transfer
amounts among the Fixed Account and Sub-Accounts.

    The  amounts which may  be transferred and  the number of  transfers will be
limited by Our rules then in effect.

    Currently there are no restrictions on transfers other than those  described
below.  There is  no charge currently  for the  first four (4)  transfers in any
Policy Year. Each subsequent transfer is subject to a $25 Transfer Charge.

    We reserve the right  at a future  date to limit the  size of transfers  and
remaining balances, and to limit the number and frequency of transfers.

TRANSFERS TO OR FROM SUB-ACCOUNTS

    In  the event of a  transfer from a Sub-Account,  the number of Accumulation
Units credited  to the  Sub-Account from  which  the transfer  is made  will  be
reduced. The reduction will be determined by dividing:

    1. the amount transferred by,

   
    2. the Accumulation Unit Value for that Sub-Account on the Valuation Day, We
       receive Your request for transfer In Writing.
    

    In  the event of a transfer to a Sub-Account, We will increase the number of
Accumulation Units credited to the Sub-Account. The increase will equal:

    1. the amount transferred divided by,

   
    2. the Accumulation  Unit  Value  for that  Sub-Account  determined  on  the
       Valuation Day, We receive your request for transfer in writing.
    

TRANSFERS FROM THE FIXED ACCOUNT

    In  addition to the  conditions above, transfers from  the Fixed Account are
subject to the following:

    (a) the transfer must occur during  the 30-day period following each  Policy
        Anniversary; and

    (b) if  the  Accumulated Value  in Your  Fixed  Account exceeds  $1,000, the
        amount transferred in any Policy Year may  be no larger than 25% of  the
        Accumulated Value in the Fixed Account on the date of transfer.

                                  POLICY LOANS

    As  long as the Policy is in effect,  a Policy Owner may obtain, without the
consent of  the Beneficiary  (provided  the designation  of Beneficiary  is  not
irrevocable),  a cash loan from Hartford. The  total Indebtedness at the time of
the new loan (including the accrued  interest on prior loans plus the  currently
applied for loan) may not exceed 90% of the Cash Value.

    The  amount of each  loan will be transferred  on a Pro  Rata Basis from the
Fixed Account and each  of the Sub-Accounts (unless  the Policy Owner  specifies
otherwise)  to the Loan Account. The Loan  Account is a mechanism used to ensure
that any outstanding Indebtedness remains fully secured by the Account Value.

                                       14
<PAGE>
LOAN INTEREST

    Interest will accrue daily on the  Indebtedness at the Policy Loan  Interest
Rate  indicated in  the Policy.  The difference  between the  value of  the Loan
Account and the Indebtedness will  be transferred on a  Pro Rata Basis from  the
Fixed  Account and  Sub-Accounts to  the Loan  Account on  each Monthly Activity
Date.

CREDITED INTEREST

    During the first ten Policy Years, any  amounts in the Loan Account will  be
credited  with interest at a  rate equal to the Policy  Loan Rate, minus 2%. For
Policy Years 11 and beyond, except for Preferred Loans described below, the Loan
Account will be credited with interest at  a rate equal to the policy Loan  Rate
applicable to that Indebtedness, minus 1%.

PREFERRED LOAN

    If,  any time after the tenth Policy Anniversary, the Cash Value exceeds the
total of  all premiums  paid since  issue, a  Preferred Loan  is available.  The
amount  available for  a Preferred Loan  is the  amount by which  the Cash Value
exceeds total  premiums paid.  The amount  of the  Loan Account  which equals  a
Preferred Loan will be credited with interest at a rate equal to the Policy Loan
Rate.  The  amount  of  Indebtedness  that  qualifies  as  a  Preferred  Loan is
determined on each Monthly Activity Date.

LOAN REPAYMENTS

    You can repay any part of or the entire loan at any time.

    The amount of loan repayment will be deducted from the Loan Account and will
be allocated among the Fixed Account and Sub-Accounts in the same percentage  as
premiums are allocated.

TERMINATION DUE TO EXCESSIVE INDEBTEDNESS

    If  total Indebtedness  equals or  exceeds the  Cash Value,  the Policy will
terminate 61 days after  we have mailed  notice to your  last known address  and
that of any assignees of record. If sufficient loan repayment if not made by the
end of this 61 day period, the Policy will end without value.

EFFECT OF LOANS ON ACCOUNT VALUE

    A  loan, whether or not repaid, will  have a permanent effect on the Account
Value because the investment results of each Sub-Account will apply only to  the
amount  remaining  in  such  Sub-Accounts. In  addition,  the  rate  of interest
credited to the Fixed Account will  usually be different than the rate  credited
to the Loan Account. The longer a loan is outstanding, the greater the effect is
likely to be. The effect could be favorable or unfavorable. If the Fixed Account
and  Sub-Accounts earn more than the annual  interest rate for funds held in the
Loan Account, a Policy Owner's Account Value will not increase as rapidly as  it
would  have had no  loan been made.  If the Fixed  Account and Sub-Accounts earn
less than the Loan Account, the Policy Owners Account Value will be greater than
it would have been  had no loan  been made. Also, if  not repaid, the  aggregate
amount  of the outstanding  loan (i.e., the Indebtedness)  will reduce the Death
Proceeds and Cash Surrender Value otherwise payable.

                                 DEATH BENEFIT

    The Policies provide  for the  payment of the  Death Proceeds  to the  named
Beneficiary  when the Insured under the  Policy dies. The Death Proceeds payable
to the Beneficiary  equal the  Death Benefit  less any  Indebtedness. The  Death
Benefit depends on the Death Benefit Option selected by You.

DEATH BENEFIT OPTION

    There  are three Death Benefit Options:  the Level Death Benefit Option, the
Return of Account  Value Death Benefit  Option and the  Return of Premium  Death
Benefit  Option. Subject to the Minimum Death Benefit described below, the Death
Benefits under each option are:

    1. Under the  Level Death  Benefit Option,  the Death  Benefit is  the  Face
       Amount.

                                       15
<PAGE>
    2. Under the Return of Account Value Death Benefit Option, the Death Benefit
       is the Face Amount plus the Account Value.

    3. Under  the Return of  Premium Death Benefit Option,  the Death Benefit is
       the Face Amount plus the sum of the Scheduled Premiums paid.

OPTION CHANGE

    After the Guarantee Period, You may  change the Return of Scheduled  premium
or  Return of Account  Value Death Benefit  to the Level  Death Benefit. If that
option Change is elected, the Face Amount will become that amount available as a
Death Benefit immediately prior to the Option Change.

DEATH BENEFIT GUARANTEE

    During the Guarantee Period, if all Scheduled Premiums are paid when due and
if Indebtedness does not  exceed the Cash Value,  the Policy will not  terminate
due   to  insufficient  Cash  Surrender  Value,  regardless  of  the  investment
experience of the Funds.

MINIMUM DEATH BENEFIT

    Notwithstanding the above,  there is a  minimum Death Benefit  equal to  the
Account  Value  multiplied by  a  specified percentage.  This  percentage varies
according to the Insured's Issue Age, Attained Age, sex (where unisex rates  are
not used), and insurance class and are specified in the Policy.

    EXAMPLES OF THE MINIMUM DEATH BENEFIT:

<TABLE>
<CAPTION>
                                                               A         B
                                                            --------  --------
  <S>                                                       <C>       <C>
  Face Amount.............................................  $100,000  $100,000
  Account Value on Date of Death..........................    46,500    34,000
  Specified Percentage....................................      250%      250%
  Death Benefit Option:...................................     Level     Level
</TABLE>

    In  Example A, the minimum Death  Benefit equals $116,250, i.e., the greater
    of $100,000 (the Face Amount) or $116,250 (the Account Value at the Date  of
    Death  of $46,500,  multiplied by  the specified  percentage of  250%). This
    amount less any outstanding  loans constitutes the  Death Proceeds which  we
    would pay to the Beneficiary.

    In  Example B, the death benefit is  $100,000, i.e., the greater of $100,000
    (the Face Amount) or $85,000 (the Account Value of $34,000 multiplied by the
    specified percentage of 250%).

    All or part of  the Death Proceeds may  be paid in cash  or applied under  a
"Payment Option." See "Other Matters -- Payment Options," page   .

INCREASES AND DECREASES IN FACE AMOUNT

    At any time after the Guarantee Period, You may request a change in the Face
Amount by writing to Us.

    The  minimum Face Amount  for an increase  or decrease will  be based on Our
rules then in effect.

    All requests  to increase  the Face  Amount must  be applied  for on  a  new
application  and  accompanied by  the Policy.  All requests  will be  subject to
evidence of insurability satisfactory to Us. Any increase approved by Us will be
effective on the date shown on the new policy specifications page provided  that
the deduction for the Cost of Insurance for the first month is made. The Monthly
Administrative  Fee on the first Monthly Activity Date on or after the effective
date of the increase will reflect a charge for the increase.

    A decrease in the Face Amount will be effective on the Monthly Activity Date
following the date We receive the request. The remaining Face Amount must not be
less than Our minimum rules then in effect. Decreases will be applied:

    (a) to the most recent increase; then

    (b) successively to each prior increase; and then

    (c) to the Initial Face Amount.

                                       16
<PAGE>
    If You ask to decrease  Your Face Amount below  the Initial Face Amount,  We
will deduct a portion of any remaining Surrender Charge from Your Account Value.
This  will be done on a Pro Rata Basis. Your Surrender Charge will be reduced by
the same amount.

    The amount of the reduction will be equal to:

    (a) the Initial Face Amount minus the requested Face Amount, times

    (b) the Surrender  Charge on  the date  of the  request to  change the  Face
        Amount, divided by

    (c) the Initial Face Amount.

    We  reserve the  right to  limit the number  of increases  or decreases made
under the Policy to no more than one in any 12 month period.

                              BENEFITS AT MATURITY

    If the Insured  is living  on the "Maturity  Date" (the  anniversary of  the
Policy  Date on  which the  Insured is  attained age  100), on  surrender of the
Policy to Hartford,  Hartford will pay  to the Policy  Owner the Cash  Surrender
Value. On the Maturity Date, the Policy will terminate and Hartford will have no
further obligations under the Policy.

                            LAPSE AND REINSTATEMENT

POLICY SURPLUS

    We  use  the  Policy Surplus  to  determine  whether or  not  a  policy will
terminate if Scheduled Premiums are not paid when due. If the Policy Surplus  is
greater than zero for a Policy Year, the Scheduled Premiums may not be required.
If, however, the Policy Surplus for a Policy Year during the Guarantee Period is
zero, all Scheduled Premiums due in that year are required.

    Here is how we determine the Policy Surplus.

    The Policy Surplus for the first Policy Year is zero.

    The  Policy Surplus for  each subsequent Policy  Year is (a)  minus (b), but
never less than zero where:

    (a) is the Account Value at the end of the previous Policy Year; and

    (b) is the Target  Account Value for  the previous Policy  Year. The  Target
        Account Values are shown in the Policy.

    The  Target  Account  Value  on  each  anniversary  is  the  Account  Value,
determined at issue, that would result  on each anniversary assuming all  Annual
Scheduled Premiums were paid when due (including the one due on that anniversary
for  the next Policy Year),  a 6% net yield on  assets (after fund level charges
but before the mortality and expense  risk charge is deducted) and current  cost
of insurance and expense charges.

    Once determined for a given Policy Year, the Policy Surplus remains constant
for the entire Policy Year.

LAPSE AND GRACE PERIOD

    During  the Guarantee  Period: If,  on any  given Monthly  Activity Date the
Policy Surplus for that Policy Year is  zero or less than the Indebtedness,  all
Scheduled  Premiums due in that Policy Year, on or before that date are required
to keep the Policy in force. For any such required Scheduled Premium not paid on
or before its due date,  We will allow a grace  period which ends 61 days  after
that  Monthly Activity Date. During this time the Policy will continue in force.
If any such  required Scheduled Premium  is not paid  by the end  of this  grace
period,  the Policy will  terminate except as  provided under the Non-Forfeiture
Options or unless You have elected  the Automatic Premium Loan Option and  there
is sufficient Cash Value to cover the amounts due.

    After the Guarantee Period: The policy may terminate 61 days after a Monthly
Activity  Date on which the  Cash Surrender Value is  less than zero. The 61-day
period is the Grace Period. If sufficient premium is not paid by the end of  the
Grace Period, the policy will terminate without value. The Company will mail the
Owner  and any  assignee written notice  of the  amount of premium  that will be
required to continue the Policy in force at

                                       17
<PAGE>
least 61 days before the end of the Grace Period. The premiums required will  be
no greater then the amount required to pay three Monthly Deduction Amounts as of
the  day the Grace Period began.  If that premium is not  paid by the end of the
Grace Period, the policy will terminate.

REINSTATEMENT

    Prior to  the  death  of  the  Insured,  and  unless  the  Policy  has  been
surrendered  for cash, the Policy may be  reinstated prior to the Maturity Date,
provided:

    (a) You make Your request within five years;

    (b) satisfactory evidence of insurability is submitted;

    (c) You pay all overdue required Scheduled Premiums, if any; and

    (d) if, at the time of reinstatement, the Guarantee Period has expired; and,
        if the amount paid in (c)  is insufficient to do so, sufficient  premium
        must be paid to:

       (i) cover  all Monthly Deduction  Amounts that are  due and unpaid during
           the Grace Period, and

       (ii) keep the  Policy  in  force  for three  months  after  the  date  of
            reinstatement.

    The  Face Amount of the  reinstated Policy cannot exceed  the Face Amount at
the time of lapse. The Account Value on the reinstatement date will reflect:

    (a) The Account Value at the time of termination; plus

    (b) Net Premiums attributable to premiums paid at the time of reinstatement;
        minus

    (c) a charge to reflect  the benefits, if any,  provided under the  Extended
        Term or Reduced Paid-Up Options.

    The  Surrender Charges for  the reinstated policy  will be the  same as they
would have been on the original policy had no lapse and subsequent reinstatement
taken place.

    Upon reinstatement,  any Indebtedness  at the  time of  termination must  be
repaid or carried over to the reinstated Policy.

AUTOMATIC PREMIUM LOAN OPTION

    If You elect this option, We will automatically process a Policy Loan to pay
any  Scheduled Premium which is due and not  paid by the end of its grace period
following the due  date. You  may elect  this option  in the  application or  by
requesting  it In Writing  while no Scheduled Premium  is outstanding beyond its
due date.

    The Automatic Premium Loan Option will not be available if:

    (a) You have revoked the election In Writing; or

    (b) the loan amount needed to pay any unpaid Scheduled Premium would  exceed
        the Cash Surrender Value on the most recent Scheduled Premium due date.

    In  either instance, the Surrender/Continuation Options will apply as of the
end of the Grace Period.

                        THE RIGHT TO EXAMINE THE POLICY

    An Applicant has a limited right to return a Policy for cancellation. If the
Policy is returned, by mail or personal delivery to Hartford or to the agent who
sold the Policy, to be canceled within ten days after delivery of the Policy  to
the  Policy Owner,  or within  45 days of  completion of  the Policy application
(whichever is later, and subject to applicable state regulation), Hartford  will
return the premium payment to the Applicant within seven days.

                                       18
<PAGE>
                         SURRENDER/CONTINUATION OPTIONS

    At  any time  prior to  the Maturity  Date, provided  the Policy  has a Cash
Surrender Value, You may choose to  have the Cash Surrender Value applied  under
one of the following options:

    Option A -- Surrender for Cash

    Option B -- Continue as Extended Term Insurance

    Option C -- Continue as Paid-Up Insurance

    In addition, if during the Guarantee Period:

    (a) a  Scheduled Premium  which is required  is not  paid by the  end of the
        Grace Period; and

    (b) the Automatic Premium Loan Option is not elected or not available due to
        insufficient Cash Surrender Value.

    You may choose one of the above options. You may notify Us of Your choice In
Writing within 61 days after the due date of the outstanding Scheduled  Premium.
In  the  absence of  such  notification, We  will  automatically apply  the Cash
Surrender Value to Option B unless the  insurance class shown in your Policy  is
"special" in which case the automatic Option will be Option C. If the Policy has
no Cash Surrender Value, it will terminate at the end of the Grace Period.

    WHEN EFFECTIVE -- The effective date of this benefit will be the earlier of:

    (a) the date We receive Your request; or

    (b) the end of the Grace Period.

    When  a Surrender/Continuation Option becomes  effective, all benefit riders
attached to the Policy will terminate unless otherwise provided in the Rider.

 OPTION DESCRIPTIONS

    Option A -- Surrender for Cash

    If You choose this option, You must surrender the policy to Us. We will  pay
  You the Cash Surrender Value at the time of surrender, and Our liability under
  the Policy will cease.

    Option B -- Continue as Extended Term Insurance

     This option is not available unless the insurance class shown in the Policy
  is "Standard" or  "Preferred." If you  choose this option,  the Extended  Term
  Insurance  Death Benefit will be the Death  Benefit in effect on the effective
  date of the non-forfeiture benefit less any Indebtedness. The term period will
  begin on the effective date  of this benefit and will  extend for a period  of
  time equal to that which the Cash Surrender Value will provide as a net single
  premium  at the Insured's then  Attained Age. At the  end of that term period,
  Our liability under the policy will cease. We will pay You any Cash  Surrender
  Value not used to provide Extended Term Insurance.

    Option C -- Continue as Paid-Up Insurance

      If  You choose  this  option, the  Policy  will continue  as  Paid-Up Life
  Insurance. The amount of Paid-Up Life  Insurance will be calculated using  the
  Cash Surrender Value of the policy as a net single premium as of the effective
  date  of this  benefit at the  then Attained  Age of the  Insured. The Company
  reserves the right to require evidence of insurability or limit the amount  of
  the  benefit if the Paid-Up amount exceeds  the Death Benefit in effect on the
  effective date of this benefit. We will  pay You any Cash Surrender Value  not
  used to provide Paid-Up Insurance.

     If  the Policy  is continued  under Option  B or  Option C  above, the Cash
  Surrender Value available within 30 days after any Policy Anniversary will not
  be less than the Cash Value on such Policy Anniversary minus any Indebtedness.

                                       19
<PAGE>
                      VALUATION OF PAYMENTS AND TRANSFERS

    We value the Policy on every Valuation Day.

    We  will pay Death Proceeds, Cash Surrender Values, Partial Withdrawals, and
loan amounts attributable  to the Sub-Accounts  within seven (7)  days after  We
receive  all the information needed  to process the payment  unless the New York
Stock Exchange is closed for other than a regular holiday or weekend, trading is
restricted by  the Securities  and Exchange  Commission (SEC)  or that  the  SEC
declares that an emergency exists.

    Hartford   may  defer  payment  of  any  amounts  not  attributable  to  the
Sub-Accounts for up to six months from the date on which we receive the request.

                              LAST SURVIVOR POLICY

    In the future, in addition to the "Single Life" version of the Policy, there
may be Policies sold  on a "Last  Survivor" basis. These  Policies operate in  a
manner  almost  identical  to the  "Single  Life" version.  The  "Last Survivor"
Policies involve two Insureds. The Death Proceeds  are paid on the death of  the
last  Insured (the "Last Surviving Insured").  The Cost of Insurance charges are
determined in  a manner  that  reflects the  anticipated  mortality of  the  two
Insureds.

    The  other significant differences  between the "Last  Survivor" and "Single
Life" versions are listed below.

    1. For a Policy to be reinstated, both Insureds must be alive on the date of
       reinstatement.

    2. The Extended Term Insurance Continuation Option is not available.

                            APPLICATION FOR A POLICY

    Individuals wishing  to purchase  a  Policy must  submit an  application  to
Hartford.  Within limits, an applicant may choose the Scheduled Premiums and the
Initial Face Amount and the Guarantee Period. A Policy generally will be  issued
only  on  the  lives  of  insureds  age 80  and  under  who  supply  evidence of
insurability satisfactory  to  Hartford.  Acceptance is  subject  to  Hartford's
underwriting  rules and Hartford reserves the right to reject an application for
any reason.  No change  in the  terms or  conditions of  a Policy  will be  made
without the consent of the Policy Owner.

    The  Policy will  be effective  on the Policy  Date only  after Hartford has
received all outstanding delivery requirements and received the initial premium.
The Policy Date is the date  used to determine all future cyclical  transactions
on the Policy, e.g., Monthly Activity Date, Policy Months and Policy Years.

                          DEDUCTIONS FROM THE PREMIUM

    Before  the  allocation  of the  premium  payment  to the  Account  Value, a
deduction as a percentage of  premium is made for  the front-end sales load  and
premium taxes. The amount of each premium allocated to the Account Value is your
Net Premium.

FRONT END SALES LOAD

    The  front-end sales load of the premium  deduction is based on the level of
Scheduled Premiums, the length  of the Guarantee Period,  and the amount of  any
Unscheduled Premiums paid.

    The  maximum front-end  sales load percentages  for Policies are  50% of the
premiums paid in the first Policy Year, 11% in Policy Years 2 through 10, and 3%
in Policy Years 11 and later.

    For all Guarantee Periods, the maximum amount of premium paid in any  Policy
Year  that is subject to a front-end sales load is the Guideline Annual Premium.
In addition, if Scheduled Premiums are less than the Guideline Annual  Premiums,
the  maximum amount of premium paid in the first Policy Year subject to a front-
end sales load is the Scheduled Premium.

                                       20
<PAGE>
    The actual  schedule  of front-end  sales  loads  for any  given  Policy  is
specified in that Policy.

    Generally,  the shorter the Guarantee Period,  the lower the front-end sales
loads. The levels range from those for the ten-year Guarantee Period cited above
to 0% on a contract with a  One Year Guarantee Period. However, there are  other
contractual  charges that are lower for longer Guarantee Periods. See "Guarantee
Period" for a further description.

    For an example  of the  effect of Front-End  Sales Loads,  see "Examples  of
Front-End Sales Loads and Surrender Charges," page   .

PREMIUM RELATED TAX CHARGE

    We  deduct a percentage of each premium  to cover taxes assessed against the
Hartford that are attributable to premiums. This percentage will vary by  locale
depending on the tax rates in effect there.

                 DEDUCTIONS AND CHARGES FROM THE ACCOUNT VALUE

MONTHLY DEDUCTION AMOUNTS

    On  the Policy Date  and on each subsequent  Monthly Activity Date, Hartford
will deduct an amount (the "Monthly Deduction Amount") from the Account Value to
cover certain charges and  expenses incurred in connection  with a Policy.  Each
Monthly  Deduction Amount will  be deducted on  a Pro Rata  Basis from the Fixed
Account and each  of the Sub-Accounts.  The Monthly Deduction  Amount will  vary
from month to month.

    The Monthly Deduction Amount equals:

    (a) the charge for the Cost of Insurance; plus

    (b) the charges for additional benefits provided by rider, if any; plus

    (c) the charges for "special" insurance class rating, if any; plus

    (d) the Monthly Administrative Fee; plus

    (e) the Mortality and Expense Risk Charge

        (a) COST OF INSURANCE CHARGE

        The charge for the Cost of Insurance is equal to:

        (i)  the Cost of Insurance rate per $1,000; multiplied by

        (ii)  the amount at risk; divided by

        (iii) $1,000

        The  amount at risk equals  the Death Benefit less  the Account Value on
    that date, prior to assessing the Monthly Deduction Amount.

        The  cost  of  insurance  charge  is  to  cover  Hartford's  anticipated
    mortality  costs. For  standard risks, the  cost of insurance  rate will not
    exceed those based  on the  1980 Commissioners  Standard Ordinary  Mortality
    Table.  A table  of guaranteed  cost of insurance  rates per  $1,000 will be
    included in each Policy; however, Hartford  reserves the right to use  rates
    less  than those  shown in  the table. Substandard  risks will  be charged a
    higher cost of insurance rate that will not exceed rates based on a multiple
    of the 1980  Commissioners Standard Ordinary  Mortality Table. The  multiple
    will  be based on the insured's risk class. Hartford will determine the cost
    of insurance rate at the start of each Policy Year. Any changes in the  cost
    of  insurance rate will be made uniformly  for all insureds in the same risk
    class.

        Because the Account Value  and the Death Benefit  Amount under a  Policy
    may  vary from month to month, the cost of insurance charge may also vary on
    each Monthly Activity Date.

        (b) RIDER CHARGE

        If the policy includes riders, a charge is made applicable to the riders
    from the Account Value on each Monthly Activity Date.

                                       21
<PAGE>
        The charge applicable to these riders is to compensate the Hartford  for
    anticipated  cost  of  providing these  benefits  and are  specified  on the
    applicable rider.

        The Riders  available  are  described  on page      under  "Supplemental
    Benefits" section.

        (c) SPECIAL CLASS CHARGE

        A charge for a special insurance class rating of the Insured may be made
    against  the Account Value, if applicable.  This charge is to compensate the
    Hartford for the  additional mortality risk  associated with individuals  in
    these classes.

        (d)  MONTHLY  ADMINISTRATIVE  FEE  AND  OTHER  EXPENSE  CHARGES  AGAINST
    SUB-ACCOUNTS

        Hartford will  assess  a  monthly administrative  charge  to  compensate
    Hartford  for  administrative costs  in connection  with the  Policies. This
    charge will be $8.33 per month  initially and is guaranteed never to  exceed
    that  level during  the Guarantee Period.  After the  Guarantee Period, this
    charge is guaranteed never  to exceed $12.00 per  month. This charge  covers
    the average expected cost for these expenses.

        In  addition, in the  first Policy Year,  there is a  monthly first year
    charge to compensate the Hartford for  the up-front costs to underwrite  and
    issue  a  policy.  This additional  first  year charge,  subject  to certain
    maximums, is equal to $8.33  per month plus an  amount that varies by  issue
    age and the Initial Face Amount (IFA). This additional first year charge and
    the maximums are summarized in the chart below for some sample ages.

<TABLE>
<CAPTION>
                        ADDITIONAL FIRST YEAR           MAXIMUM
      ISSUE AGE             MONTHLY CHARGE           MONTHLY AMOUNT
      ---------  --------------------------------------------------
      <S>        <C>                                 <C>
         25      $8.33 plus $.0333 per $1,000 of IFA     $50.00
         35      $8.33 plus $.0375 per $1,000 of IFA     $54.17
         45      $8.33 plus $.0417 per $1,000 of IFA     $62.50
         55      $8.33 plus $.0625 per $1,000 of IFA     $62.50
         65      $8.33 plus $.0708 per $1,000 of IFA     $62.50
</TABLE>

        (e) MORTALITY AND EXPENSE RISK CHARGE

        A  charge is made  for mortality and expense  risks assumed by Hartford.
    This charge is allocated to Hartford's general account. Hartford may  profit
    from this charge. See also, "Policy Benefits and Rights -- Cash Value," page
      .

        The  Mortality and Expense Risk Charge  for any Monthly Activity Date is
    equal to:

        (i)  the Mortality and Expense Risk Rate; multiplied by

        (ii) the portion of the  Account Value allocated  to the Sub-Account  on
             the  Monthly Activity Date prior to assessing the Monthly Deduction
             Amount.

        The Mortality and  Expense Risk Rate  on any give  Contract will be  the
    same both during and after the Guarantee Period.

        The  longer the  Guarantee Period, the  lower the  Mortality and Expense
    Risk Rate. The levels range from .90% annually for a Policy with a  one-year
    Guarantee  Period and this level  decreases proportionately as the Guarantee
    Period gets longer  to .60% on  a Policy with  a ten-year Guarantee  Period.
    There  are other  contractual charges that  are higher  for longer Guarantee
    Periods. See "Guarantee Period" for a fuller description.

        The mortality risk assumed is that the actual cost of insurance  charges
    specified in the Policy will be insufficient to meet actual claims. Hartford
    also  assumes the risk  of the Death Benefit  Guarantee during the Guarantee
    Period. See "Detailed Description of Policy Benefits and Provisions -- Death
    Benefit Guarantee,"  page    .  The expense  risk assumed  is that  expenses
    incurred   in  issuing  and  administering  the  Policies  will  exceed  the
    Administrative charges set in the Policy.

SURRENDER CHARGES

    A contingent deferred  sales load ("Surrender  Charge") is assessed  against
the  Account Value of a Policy if the Policy lapses or is surrendered during the
first nine Policy Years.  The amount of the  Surrender Charge applicable  during
the  first Policy  Year is  established by Hartford  based on  the premiums paid
during the first

                                       22
<PAGE>
year and the length of the Guarantee Period chosen by the Policy Owner.  Subject
to certain limits imposed by state insurance law, the Surrender Charge decreases
by  an equal  amount each  Policy Year  until it  reaches zero  during the tenth
Policy Year.

    Specifically, the  maximum first  year Surrender  Charge under  a Policy  is
equal  to the sum of  (i) a specified percentage of  the Scheduled Premium up to
the Guideline  Annual Premium  and (ii)  5% of  the excess,  of the  first  year
premium  over the Guideline Annual Premium. The longer the Guarantee Period, the
higher the  percentage is  which  is used  in  the preceding  calculation.  This
percentage  is equal to 110% with respect  to Policies with a ten-year Guarantee
Period and  decreases  as the  Guarantee  Period  chosen decreases  to  10%  for
Policies  with a one-year Guarantee Period. However, there are other contractual
charges that are lower for longer Guarantee Periods. See "Guarantee Period"  for
a fuller description.

    The  actual schedule of Surrender Charges for  any given Policy is set forth
in that  Policy. In  addition,  sales agents  will  provide, upon  request,  the
schedule of Surrender Charges which would apply under any given circumstances.

    The aggregate front-end sales load and Surrender Charge assessed if a Policy
lapses  or is surrendered (i.e., the total sales load) will not exceed the sales
load limitations specified by the Securities and Exchange Commission. Generally,
the total sales  load under the  Policy will  not exceed 180%  of the  Guideline
Annual  Premium, or 9% of the sum of  the Guideline Annual Premium that would be
paid over a 20-year  period. In cases where  the anticipated life expectancy  of
the  insured(s) named in the Policy is less  than 20 years, the total sales load
will not exceed 9% of the sum  of the Guideline Annual Premiums for the  shorter
period.

    For  an  example  of  the  effect of  Surrender  Charges,  see  "Examples of
Front-End Sales Loads and Surrender Charges," below.

EXAMPLES OF FRONT-END SALES LOADS AND SURRENDER CHARGES

    An example of the actual Front-End Sales Loads and Surrender Charge schedule
as well as and  the impact of the  refund of the excess  load, if any (see  Load
Refund on page  ), for a Policy with a ten-year Guarantee Period is shown below.
This  example uses the same specific  information (i.e., issue age, face amount,
premium level, etc.) as the illustration on page   of the prospectus.

<TABLE>
          <S>                          <C>
          Death Benefit Option:        Level
          Face Amount:                 $250,000
          Guarantee Period:            10 years
          Issue Age/Sex/Class:         45/Male/Preferred
          Scheduled Premium:           $3,558.17 per year
          Guideline Annual Premium:    $4,819.38
          Assumed Gross Annual
            Investment Return:         0%
</TABLE>

<TABLE>
<CAPTION>
                                               IMPACT OF SURRENDER CHARGES/REFUNDS OF EXCESS LOAD
                           -------------------------------------------------------------------------------------------
                                                                            IMPACT OF                           NET
    POLICY     FRONT-END             GROSS                                  REFUND OF                          CHARGE
   YEAR(S)    SALES LOADS       SURRENDER CHARGE               -           EXCESS LOADS           =           (REFUND)
 ------------ -----------  --------------------------                      ------------                       --------
 <C>          <C>          <S>                        <C>                  <C>           <C>                  <C>
      1          $1,779    $3,914 (110% of $3,558.17)                         $1,724                           $2,190
      2             391    3,479                                               3,964                             (485)
      3             391    3,044                                                   0                            3,044
      4             391    2,609                                                   0                            2,609
      5             391    2,174                                                   0                            2,174
      6             391    1,740                                                   0                            1,740
      7             391    1,305                                                   0                            1,305
      8             391    870                                                     0                              870
      9             391    435                                                     0                              435
      10            391    0                                                       0                                0
 11 and later       107    0                                                       0                                0
</TABLE>

                                       23
<PAGE>
    An example of the actual Front-End Sales Loads and Surrender Charge schedule
as well as the impact of the refund of the excess load, if any, (see Load Refund
on page   ) for a Policy  with a one-year Guarantee Period is shown below.  This
example  uses  the  same specific  information  (i.e., issue  age,  face amount,
premium level) as the illustration on page   of the prospectus.

<TABLE>
      <S>                                <C>
      Death Benefit Option:              Level
      Face Amount:                       $250,000
      Guarantee Period:                  1 Year
      Issue Age/Sex/Class:               45/Male/Preferred
      Scheduled Premium:                 $3,558.17 per year
      Guideline Annual Premium:          $4,368.50
      Assumed Hypothetical Gross Annual
        Investment Return:               0%
</TABLE>

<TABLE>
<CAPTION>
                                              IMPACT OF SURRENDER CHARGES/REFUND OF EXCESS LOADS
                           ----------------------------------------------------------------------------------------
                                                                         IMPACT OF                           NET
    POLICY     FRONT-END            GROSS                                REFUND OF                          CHARGE
   YEAR(S)    SALES LOADS     SURRENDER CHARGE              -           EXCESS LOADS           =           (REFUND)
 ------------ -----------  -----------------------                      ------------                       --------
 <C>          <C>          <S>                     <C>                  <C>           <C>                  <C>
      1            $0      $356 (10% of $3,558.17)                           $0                              $356
      2             0      316                                                0                               316
      3             0      277                                                0                               277
      4             0      237                                                0                               237
      5             0      198                                                0                               198
      6             0      158                                                0                               158
      7             0      119                                                0                               119
      8             0      79                                                 0                                79
      9             0      40                                                 0                                40
 10 and later       0      0                                                  0                                 0
</TABLE>

CHARGES AGAINST THE FUNDS

    The investment advisers charge the Funds on daily investment management  fee
as compensation for services. The following Table shows the fee charged for each
Fund available for investment by Policy Owners.
<TABLE>
<CAPTION>
                                                      ANNUAL INVESTMENT MANAGEMENT FEE
                                                         AS A PERCENTAGE OF AVERAGE
 FUNDS                                                        DAILY NET ASSETS
 -------------------------------------------------  -------------------------------------

 <S>                                                <C>
 HARTFORD FUNDS
 -------------------------------------------------
 Hartford Aggressive Growth Fund, Hartford
   Advisers Fund,
   Hartford International Opportunities Fund and
   Hartford Dividend
   and Growth Fund................................               .575%-.425%
 Hartford Bond Fund and Hartford Stock Fund.......               .325%-.25%
 Hartford Index Fund..............................                  .20%
 Hartford Mortgage Securities Fund and HVA Money
   Market Fund....................................                  .25%

<CAPTION>

 PUTNAM FUNDS
 -------------------------------------------------
 <S>                                                <C>
 PCM Diversified Income Fund, PCM Global Asset
   Allocation Fund,
   PCM High Yield Fund, and PCM Voyager Fund......                .70%-.50%
 PCM Growth and Income Fund.......................                .65%-.45%
 PCM Money Market Fund............................                .45%-.25%
 PCM Global Growth Fund, PCM New Opportunities
   Fund,
   PCM U.S. Government and High Quality Bond Fund
   PCM Utilities
   Growth and Income Fund.........................                  .60%
</TABLE>

                                       24
<PAGE>
<TABLE>
<CAPTION>
                                                      ANNUAL INVESTMENT MANAGEMENT FEE
                                                         AS A PERCENTAGE OF AVERAGE
 FUNDS                                                        DAILY NET ASSETS
 -------------------------------------------------  -------------------------------------

 FIDELITY FUNDS
 -------------------------------------------------
 <S>                                                <C>
 Equity-Income Portfolio..........................        Group Fee rate: .30%-.52%
                                                     Individual Portfolio Fee Rate: .20%
 Overseas Portfolio...............................        Group Fee rate: .30%-.52%
                                                     Individual Portfolio Fee Rate: .45%
 Asset Manager Portfolio..........................        Group Fee rate: .30%-.52%
                                                     Individual Portfolio Fee Rate: .40%
</TABLE>

TAXES

    Currently, no charge is made to Separate Account VL I for federal state, and
local  taxes that may be attributable to Separate  Account VL I. A change in the
applicable federal, state  or local tax  laws which impose  tax on the  Hartford
and/or  Separate Account VL I  may result in a charge  against the Policy in the
future. Charges for other taxes, if  any, attributable to Separate Account VL  I
may also be made.

                                  THE COMPANY

    Hartford  Life Insurance Company was  originally incorporated under the laws
of  Massachusetts  on  June  5,   1902.  It  was  subsequently  redomiciled   to
Connecticut.  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. Hartford 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
ITT Corporation. Hartford Life  Insurance Company has  an A++ (superior)  rating
from  A. M. Best and Company, Inc. and Standard & Poor's highest (AAA) rating on
the basis of its financial soundness and operating performance.

    These ratings  do not  apply to  the performance  of the  Separate  Account.
However,  the policy obligations  under this variable  life insurance policy are
the general  corporate  obligations  of  Hartford. These  ratings  do  apply  to
Hartford's ability to meet its insurance obligations under the policy.

    Hartford  is subject to Connecticut law governing insurance companies and is
regulated and supervised by the Connecticut Commissioner of Insurance. An annual
statement in a prescribed form must be filed with that Commissioner on or before
March 1st in  each year covering  the operations of  Hartford for the  preceding
year and its financial condition on December 31st of such year.

    Its   books  and  assets  are  subject  to  review  or  examination  by  the
Commissioner or  his  agents  at  all  times, and  a  full  examination  of  its
operations  is conducted by the  National Association of Insurance Commissioners
("NAIC") at least once in every four years. In addition, Hartford is subject  to
the  insurance laws and  regulations of any  jurisdiction in which  it sells its
insurance policies.  Hartford  is also  subject  to various  Federal  and  state
securities laws and regulations.

                             SEPARATE ACCOUNT VL I

GENERAL

    Separate  Account  VL I  is a  separate account  of Hartford  established on
September 18, 1992 pursuant  to the insurance laws  of the State of  Connecticut
and  organized as  a unit  investment trust  registered with  the Securities and
Exchange Commission under the Investment Company Act of 1940. Under  Connecticut
law, the assets of Separate Account VL I are held exclusively for the benefit of
Policy  Owners and persons  entitled to payments under  the Policies. The assets
for Separate Account VL I are not chargeable with liabilities arising out of any
other business which Hartford may conduct.

                                       25
<PAGE>
FUNDS

    The assets  of  each Sub-Account  of  Separate  Account VL  I  are  invested
exclusively  in one of the  Funds. A Policy Owner  may allocate premium payments
among  the  Sub-Accounts.  Policy  Owners  should  review  the  following  brief
descriptions  of the  investment objectives of  each of the  Funds in connection
with that allocation. There is no assurance  that any of the Funds will  achieve
its  stated objectives. Policy Owners are  also advised to read the prospectuses
for  each  of  the  Funds   accompanying  this  prospectus  for  more   detailed
information.

                                 HARTFORD FUNDS

 HARTFORD ADVISERS 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.
    The investment adviser will  vary the investments of  the Fund among  equity
    and debt securities and money market instruments depending upon its analysis
    of market trends. Total rate of return consists of current income, including
    dividends, interest and discount accruals and capital appreciation.

   
 HARTFORD CAPITAL APPRECIATION FUND, INC.
(FORMERLY THE "HARTFORD AGGRESSIVE GROWTH 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 bonds.

 HARTFORD DIVIDEND AND GROWTH FUND, INC.

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

 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 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  a  secondary  consideration,  by  investing  in
    equity-type securities.

                                       26
<PAGE>
 HVA MONEY MARKET FUND, INC.

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

                                  PUTNAM FUNDS

 PCM DIVERSIFIED INCOME FUND

        Seeks  high  current  income  consistent  with  capital  preservation by
    investing in  the following  three sectors  of the  fixed income  securities
    markets:  U.S.  government  sector,  high  yield  sector,  and international
    sector.

 PCM GLOBAL ASSET ALLOCATION FUND

        To seek to  achieve a high  level of long-term  total return  consistent
    with  preservation of capital by  investing in a wide  variety of equity and
    fixed income securities both of U.S. and foreign issuers.

 PCM GLOBAL GROWTH FUND

        To seek capital appreciation through a globally diversified common stock
    portfolio.

 PCM GROWTH AND INCOME FUND

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

 PCM HIGH YIELD FUND

   
        To seek high  current income  by investing  primarily in  high-yielding,
    lower-rated  fixed income securities, (commonly  referred to as junk bonds),
    constituting a diversified portfolio which is believed not to involve  undue
    risk  to income or  principal, Capital growth is  a secondary objective when
    consistent with  the objectives  of  seeking high  current income.  See  the
    special considerations for investments in high yield securities disclosed in
    the PCM Fund prospectus.
    

 PCM MONEY MARKET FUND

        To  seek to achieve as  high a level of  current income as is consistent
    with liquidity  and preservation  of capital  by investing  in money  market
    securities.

 PCM NEW OPPORTUNITIES FUND

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

 PCM U.S. GOVERNMENT AND HIGH QUALITY BOND FUND

        To  seek current income consistent  with preservation of capital through
    investment in securities issued or  guaranteed as to principal and  interest
    by  the U.S. Government or by its agencies or instrumentalities and in other
    debt obligations rated at least A by Standard & Poor's or Moody's or, if not
    rated, determined by Putnam Management to be of comparable quality.

 PCM UTILITIES GROWTH AND INCOME FUND

        To  seek  capital  growth  and  current  income  by  concentrating   its
    investments  in  securities  issued  by companies  in  the  public utilities
    industries.

 PCM VOYAGER FUND

        To seek capital appreciation primarily from a portfolio of common stocks
    which are  believed to  have  potential for  capital appreciation  which  is
    significantly greater than that of market averages.

                                       27
<PAGE>
                                 FIDELITY FUNDS

 EQUITY-INCOME PORTFOLIO

        To  seek reasonable  income by  investing primarily  in income-producing
    equity securities. In  choosing these  securities, the  Portfolio will  also
    consider  the potential for capital appreciation. The Portfolio's goal is to
    achieve a  yield  which  exceeds  the  composite  yield  on  the  securities
    comprising  the  Standard &  Poor's Daily  Stock Price  Index of  500 Common
    Stocks. The Portfolio  may invest in  high yielding, lower-rated  securities
    (commonly  referred to  as "junk bonds")  which are subject  to greater risk
    than investments in  higher-rated securities.  For a  further discussion  of
    lower-rated securities, please see "Risks of Lower-Rated Debt Securities" in
    the Fidelity prospectus for this Portfolio.

 OVERSEAS PORTFOLIO

        To  seek long-term  growth of  capital primarily  through investments in
    foreign  securities  and  provides  a  means  for  aggressive  investors  to
    diversify  their own portfolios by  participating in companies and economies
    outside of the United States.

 ASSET MANAGER PORTFOLIO

        To seek  high total  return  with reduced  risk  over the  long-term  by
    allocating  its  assets  among  stocks,  bonds  and  short-term fixed-income
    instruments.

    The Hartford Funds are organized as corporations under the laws of the State
of Maryland  and are  registered as  diversified open-end  management  companies
under  the Investment Company Act  of 1940. The Putnam  Funds are organized as a
trust fund  or the  laws of  Massachusetts and  are organized  as a  diversified
open-end series investment company under the Investment Company Act of 1940. The
Fidelity Funds involve two diversified open-end management investment companies,
each  with multiple portfolios and organized  as a Massachusetts business trust.
The Equity-Income  Portfolio  and  Overseas  Portfolio  are  portfolios  of  the
Variable  Insurance Products Fund. The Asset Manager Portfolio is a portfolio of
the Variable  Insurance  Products  Fund  II. Each  Fund  continually  issues  an
unlimited  number of  full and fractional  shares of beneficial  interest in the
Fund. Such shares are offered  to separate accounts, including Separate  Account
VL I, established by Hartford or one of its affiliated companies specifically to
fund  the Policies and  other policies issued  by Hartford or  its affiliates as
permitted by the Investment Company Act of 1940.

    It is conceivable that in the future it may be disadvantageous for  variable
life  insurance  separate accounts  and  variable annuity  separate  accounts to
invest in  the Funds  simultaneously. Although  neither Hartford  nor the  Funds
currently  foresee  any such  disadvantages  either to  variable  life insurance
Policy Owners  or to  variable annuity  Policy Owners,  the Board  of  Directors
intend  for the Hartford Funds  and the Board of  Trustees for the Putnam Funds,
and the Board of Trustees for  the Fidelity Funds (collectively the "Board")  to
monitor  events in order to identify  any material conflicts between such Policy
Owners and  to  determine what  action,  if any,  should  be taken  in  response
thereto.  If  the  Boards  were  to  conclude  that  separate  funds  should  be
established for variable  life and  variable life  insurance separate  accounts,
Hartford will bear the attendant expenses.

    All  investment income  of and  other distributions  to each  Sub-Account of
Separate Account VL I arising from the applicable Fund are reinvested in  shares
of that Fund at net asset value. The income and both realized gains or losses on
the  assets of each Sub-Account of Separate  Account VL I are therefore separate
and are credited to or charged against the Sub-Account without regard to income,
gains or  losses  from any  other  Sub-Account or  from  any other  business  of
Hartford.  Hartford will purchase shares in the Funds in connection with premium
payments allocated  to  the applicable  Sub-Account  in accordance  with  Policy
Owners directions and will redeem shares in the Funds to meet Policy obligations
or  make adjustments in reserves, if any.  The Funds are required to redeem Fund
shares at net asset value and generally to make payment within seven days.

    Hartford reserves the right, subject to  compliance with the law as then  in
effect,  to make  additions to,  deletions from,  or substitutions  for Separate
Account VL I and its Sub-Accounts which  fund the Policies. If shares of any  of
the  Funds should no longer be available  for investment, or if, in the judgment
of Hartford's management, further investment in shares of any Fund should become
inappropriate in view of the purposes

                                       28
<PAGE>
of the  Policies, Hartford  may substitute  shares of  another Fund  for  shares
already  purchased, or  to be  purchased in the  future, under  the Policies. No
substitution of securities  will take  place without  notice to  and consent  of
Policy  Owners  and  without  prior  approval  of  the  Securities  and Exchange
Commission to the extent required by the Investment Company Act of 1940. Subject
to Policy Owner approval, if required,  Hartford also reserves the right to  end
the registration under the Investment Company Act of 1940 of Separate Account VL
I or any other separate accounts of which it is the depositor which may fund the
Policies.

    Each  Fund is  subject to certain  investment restrictions which  may not be
changed without the approval of a majority of the shareholders of the Fund.  See
the accompanying prospectuses for each of the Funds.

INVESTMENT ADVISER

                                 HARTFORD FUNDS

    The  investment  adviser for  each  of the  Hartford  Funds is  The Hartford
Investment Management  Company, Inc.  ("HIMCO"),  a wholly-owned  subsidiary  of
Hartford.  HIMCO was  organized under  the laws of  the State  of Connecticut in
October of 1981.

   
    HIMCO also serves as investment adviser to several other Hartford  sponsored
funds  which are  also registered with  the Securities  and Exchange Commission.
HIMCO is registered as an investment  adviser under the Investment Advisers  Act
of  1940.  HIMCO  provides investment  advice  and, in  general,  supervises the
management and investment program  of Hartford Bond  Fund, Inc., Hartford  Index
Fund,  Inc., Hartford International Opportunities  Fund, Inc., Hartford Mortgage
Securities Fund,  Inc.,  and  HVA  Money  Market  Fund,  Inc.,  pursuant  to  an
Investment  Advisory Agreement entered  into with each of  these Funds for which
HIMCO receives a fee. HIMCO also supervises the investment programs of  Hartford
Advisers  Fund, Inc., Hartford Dividend and  Growth Fund, Inc., Hartford Capital
Appreciation Fund, Inc. and Hartford Stock Fund, Inc. pursuant to an  Investment
Management  Agreement for which HIMCO receives  a fee. In addition, with respect
to these  four  Funds,  HIMCO  has  a  Sub-Investment  Advisory  Agreement  with
Wellington Management Company ("Wellington") to provide an investment program to
HIMCO  for utilization by HIMCO in rendering services to these funds. Wellington
is a professional investment counseling firm which provides investment  services
to   investment  companies,  other   institutions  and  individuals.  Wellington
organized  as   a  private   Massachusetts  partnership   and  its   predecessor
organizations have provided investment advisory services to investment companies
since 1933 and to investment counseling clients since 1960. See the accompanying
prospectuses  for each of the Funds for a more complete description of HIMCO and
Wellington and their respective fees.
    

                                  PUTNAM FUNDS

    The Putnam  Management Company,  Inc. ("The  Putnam Management"),  One  Post
Office  Square, Boston, Massachusetts,  02109, serves as  the investment manager
for the Funds. An affiliate, The Putnam Advisory Company, Inc., manages domestic
and foreign institutional accounts and  mutual funds. The Putnam Management  and
its affiliate are wholly-owned subsidiaries of Marsh & McLennan Companies, Inc.,
a  publicly  owned holding  company whose  principal business  are international
insurance and reinsurance brokerage, employee benefit consulting and  investment
management.  See the accompanying prospectuses for each  of the Funds for a more
complete description of The Putnam Management.

                                 FIDELITY FUNDS

    The Fidelity Funds  are managed  by Fidelity Management  & Research  Company
("Fidelity  Management"),  whose  principal business  address  is  82 Devonshire
Street, Boston, Massachusetts. Fidelity Management  is one of America's  largest
investment  management organizations.  It is composed  of a  number of different
companies, which provide a variety of financial services and products.  Fidelity
Management  is the  original Fidelity  company, founded  in 1946.  It provides a
number of mutual funds and other clients with investment research and  portfolio
management  services.  Various  Fidelity  companies  perform  certain activities
required to  operate Variable  Insurance Products  Fund and  Variable  Insurance
Products Fund II.

                                       29
<PAGE>
                               THE FIXED ACCOUNT

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

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

    The Fixed Account Minimum Credited Rate is shown in the Contract. Currently,
Hartford  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  Policies. Hartford  may credit interest  at a  rate in excess  of the Fixed
Account Minimum Credited Rate, however, Hartford is not obligated to credit  any
interest  in excess  of the  Fixed Account  Minimum Credited  Rate. There  is no
specific formula for the determination of  excess interest credits. Some of  the
factors  that the Company  may consider in determining  whether to credit excess
interest to amounts allocated to the  Fixed Account and the amount thereof,  are
general  economic trends, rates of return currently available and anticipated on
the Company's  investments,  regulatory  and tax  requirements  and  competitive
factors.  ANY INTEREST  CREDITED TO  AMOUNTS ALLOCATED  TO THE  FIXED ACCOUNT IN
EXCESS OF THE FIXED ACCOUNT MINIMUM CREDITED RATE WILL BE DETERMINED IN THE SOLE
DISCRETION OF THE COMPANY. THE OWNER ASSUMES THE RISK THAT INTEREST CREDITED  TO
FIXED  ACCOUNT ALLOCATIONS  MAY NOT  EXCEED THE  FIXED ACCOUNT  MINIMUM CREDITED
RATE.

                                 OTHER MATTERS

VOTING RIGHTS

    In accordance with its view of presently applicable law, Hartford will  vote
the  shares of the Funds at regular  and special meetings of the shareholders of
the Funds in accordance with instructions from Policy Owners (or the assignee of
the Policy, as the case may be) having a voting interest in Separate Account  VL
I.  The number of shares held in  the Separate Account which are attributable to
each Policy Owner is determined by dividing the Policy Owner's interest in  each
Sub-Account  by  the net  asset value  of  the applicable  shares of  the Funds.
Hartford will vote shares for which  no instructions have been given and  shares
which  are not attributable to Policy Owners (i.e., shares owned by Hartford) in
the same proportion as it votes  shares for which it has received  instructions.
If  the Investment Company Act of 1940 or any rule promulgated thereunder should
be amended, however, or if Hartford's present interpretation should change  and,
as a result, Hartford determines it is permitted to vote the shares of the Funds
in its own right, it may elect to do so.

    The voting interests of the Policy Owner (or the assignee) in the Funds will
be  determined as  follows: Policy  Owners may  cast one  vote for  each full or
fractional  Accumulation  Unit  owned  under  the  Policy  and  allocated  to  a
Sub-Account  the assets  of which  are invested  in the  particular Fund  on the
record date for  the shareholder meeting  for that Fund.  If, however, a  Policy
Owner  has taken  a loan  secured by  the Policy,  amounts transferred  from the
Sub-Account(s) to the Loan Account(s) in  connection with the loan (see  "Policy
Benefits  and  Rights  --  Policy  Loans," page  )  will  not  be  considered in
determining the  voting interests  of  the Policy  Owner. Policy  Owners  should
review  the  prospectuses  for  the Funds  which  accompany  this  Prospectus to
determine matters on which shareholders may vote.

    Hartford may,  when  required  by state  insurance  regulatory  authorities,
disregard  voting instructions  if the instructions  require that  the shares be
voted so as to cause a change in the sub-classification or investment  objective
of  one or more of the Funds or  to approve or disapprove an investment advisory
policy for  the  Funds.  In  addition,  Hartford  itself  may  disregard  voting
instructions   in   favor   of  changes   initiated   by  a   Policy   Owner  in

                                       30
<PAGE>
the investment  policy  or the  investment  adviser  of the  Funds  if  Hartford
reasonably  disapproves of such  changes. A change would  be disapproved only if
the proposed change is contrary to  state law or prohibited by state  regulatory
authorities. In the event Hartford does disregard voting instructions, a summary
of  that action  and the reasons  for such action  will be included  in the next
periodic report to Policy Owners.

STATEMENTS TO POLICY OWNERS

    We will send You a statement at least once each Policy Year, showing:

    (a) the current Account Value, Cash Value and Face Amount;

    (b) the premiums paid, Monthly  Deduction Amounts and  loans since the  last
        report;

    (c) the amount of any Indebtedness;

    (d) notifications required by the provisions of the Policy; and

    (e) any  other information required by the Insurance Department of the State
        where the policy was delivered.

LIMIT ON RIGHT TO CONTEST

    Hartford may not contest  the validity of  the Policy after  it has been  in
effect  during the Insured's lifetime for two  years from the Issue Date. If the
Policy is  reinstated,  the  two-year  period  is  measured  from  the  date  of
reinstatement.  Any increase in the Face Amount as a result of a premium payment
is contestable  for two  years from  its  effective date.  In addition,  if  the
Insured  commits suicide in the two-year period,  or such period as specified in
state law, the benefit  payable will be  limited to the  premiums paid less  any
Indebtedness and partial withdrawals.

MISSTATEMENT AS TO AGE

    If the age of the Insured is incorrectly stated, the amount of Death Benefit
will be appropriately adjusted as specified in the Policy.

PAYMENT OPTIONS

    Proceeds  under the Policies may be paid in  a lump sum or may be applied to
one of Hartford's payment options. The minimum amount that may be placed under a
payment option  is $5,000  unless Hartford  consents to  a lesser  amount.  Once
payments  under Options 2,  3 or 4 commence,  no surrender of  the Policy may be
made for the  purpose of receiving  a lump sum  settlement in lieu  of the  life
insurance payments. The following options are available under the Policies.

    FIRST OPTION -- Interest Income

    Payments  of interest at the  rate we declare, but not  less than 3 1/2% per
    year, on the amount applied under this option.

    SECOND OPTION -- Income of Fixed Amount

    Equal payments of  the amount  chosen until  the amount  applied under  this
    option,  with interest of not  less than 3 1/2%  per year, is exhausted. The
    final payment will be for the balance remaining.

    THIRD OPTION -- Payments for a Fixed Period

    An amount payable monthly for the number of years selected which may be from
    1 to 30 years.

    FOURTH OPTION -- Life Income

   LIFE ANNUITY -- an life insurance payable monthly during the lifetime of  the
   Annuitant  and terminating  with the last  monthly payment  due preceding the
   death of the Annuitant.

   
   LIFE ANNUITY WITH 120 MONTHLY PAYMENTS CERTAIN -- an life insurance providing
   monthly income to the Annuitant for a  fixed period of 120 months and for  as
   long thereafter as the Annuitant shall live.
    

                                       31
<PAGE>
    The  Tables in the  Policy provide for guaranteed  dollar amounts of monthly
payments for  each $1,000  applied under  the four  Payment Options.  Under  the
Fourth  Option,  the amount  of each  payment will  depend upon  the age  of the
Annuitant at the time the first payment is due. If any periodic payment due  any
payee is less than $200, Hartford may make payments less often.

   
    The  Table for the  Fourth Option is  based on the  1983a Individual Annuity
Mortality Table set back one year and  a net investment rate of 3.5% per  annum.
The Tables for the First, Second and Third Options are based on a net investment
rate  of  3.5% per  annum.  Hartford may,  however, from  time  to time,  at our
discretion if mortality appears more favorable and interest rates justify, apply
other tables  which will  result  in higher  monthly  payments for  each  $1,000
applied under one or more of the four Payment Options.
    

    Hartford  will make  any other  arrangements for  income payments  as may be
agreed on.

BENEFICIARY

    The applicant names the Beneficiary in  the application for the Policy.  The
Policy  Owner may change  the Beneficiary (unless  irrevocably named) during the
Insured's lifetime by written request to  Hartford. If no Beneficiary is  living
when  the Insured dies, the  Death Proceeds will be paid  to the Policy Owner if
living; otherwise to the Policy Owner's estate.

ASSIGNMENT

    The Policy may  be assigned as  collateral for a  loan or other  obligation.
Hartford  is not responsible for any payment made or action taken before receipt
of written notice of such assignment. Proof  of interest must be filed with  any
claim under a collateral assignment.

DIVIDENDS

    No dividends will be paid under the Policies.

                             SUPPLEMENTAL BENEFITS

    The  following supplemental benefits, which  are subject to the restrictions
and limitations set forth therein, may be included in a Policy.

DEDUCTION AMOUNT WAIVER RIDER

    Subject to certain age and underwriting restrictions, the Policy may include
a Deduction  Amount Waiver  Rider. This  rider provides  for the  waiver of  the
Policy's Monthly Deduction Amounts in the event of total disability prior to the
Insured  reaching Attained Age  65 and continuing  for at least  six months. The
number of Monthly Deduction Amounts waived depends on the Insured's Attained Age
when the disability began. If this rider is added, the Monthly Deduction Amounts
will be increased to include the charges for this rider.

ACCIDENTAL DEATH BENEFIT RIDER

    Subject to certain age and underwriting requirements, the Policy may include
an Accidental Death Benefit Rider.

    This rider provides for an increase in the amount paid upon the death of the
Insured if the death results from an accident.

    If this rider is added, the  Monthly Deduction Amounts will be increased  to
include the charges for this rider.

INCREASE IN COVERAGE OPTION RIDER

    Subject to certain age and underwriting requirements, the Policy may include
an Increase in Coverage Option Rider.

    This  rider gives the Owner the guaranteed  right to purchase a new Flexible
Premium Variable  Life Insurance  policy on  the life  of the  Insured,  without
evidence  of  insurability,  if  certain conditions  are  met.  These conditions
include:

                                       32
<PAGE>
    1. the original policy has been in force for five years,

    2. the Insured's Attained Age is less than 80, and

    3. the Account Value of  the original policy is  sufficient to "pay-up"  the
       policy under assumptions defined in the rider.

    The  Face Amount of the new policy will  be equal to the Face Amount times a
percentage. This  percentage depends  on the  Insured's age,  sex (except  where
unisex  rates are used), and insurance class.  The Scheduled Premium fee for the
new policy is based on the Scheduled Premium for the original policy.

MATURITY DATE EXTENSION RIDER

    We will extend the Maturity Date (the date on which the Policy will  mature)
to  the date of the death of the second Insured to die, regardless of the age of
either Insured.  Certain  Death  Benefit and  premium  restrictions  apply.  See
"Income Taxation of Policy Benefits."

                                       33
<PAGE>
                        EXECUTIVE OFFICERS AND DIRECTORS

<TABLE>
<CAPTION>
                                                                                    OTHER BUSINESS PROFESSION,
                                                                                      VOCATION OR EMPLOYMENT
                                              POSITION WITH HLIC,                        FOR PAST 5 YEARS;
            NAME, AGE                           YEAR OF ELECTION                        OTHER DIRECTORSHIPS
- ----------------------------------  ----------------------------------------  ---------------------------------------
<S>                                 <C>                                       <C>
Louis J. Abdou, 52                  Vice President, 1987                      Vice President (1987-Present), Hartford
                                                                                Insurance Company.
David H. Annis, 43                  Vice President, 1994                      Vice President (1994-Present);
                                                                                Assistant Vice President (1986-1994).
Paul J. Boldischar, Jr., 53         Vice President, 1992                      Senior Vice President and Director,
                                                                                Operations ITT Hartford Life and
                                                                                Annuity Insurance Company, 1994;
                                                                                Senior Vice President and Director of
                                                                                National Service Center, ITT Life
                                                                                Insurance Corporation (1987-1992).
Wendell J. Bossen, 61               Vice President, 1992**                    President (1992-Present), International
                                                                                Corporate Marketing Group, Inc.;
                                                                                Executive Vice President (1984-1992),
                                                                                Mutual Benefit.
Peter W. Cummins, 57                Vice President, 1989                      Vice President, Individual Annuity
                                                                                Operations (1989-Present), Hartford
                                                                                Life Insurance Company.
Julianna B. Dalton, 39              Vice President, 1992                      Vice President (1992-Present);
                                                                                Assistant Vice President (1989-1992);
                                                                                Director of Research (1987-1989),
                                                                                Hartford Life Insurance Company.
Ann M. deRaismes, 44                Vice President, 1994                      Vice President (1994), Assistant Vice
                                                                                President (1992-1994); Director of
                                                                                Human Resources (1991-Present);
                                                                                Assistant Director of Human Resources
                                                                                (1987-1991), Hartford Life Insurance
                                                                                Company.
Allen J. Duoma, M.D., 49            Medical Director, 1993                    Medical Director (1993-Present),
                                                                                Employee Benefits Division, Hartford
                                                                                Life Insurance Company; Medical
                                                                                Director (1990-1993), Travelers'
                                                                                Managed Disability Services; Medical
                                                                                Director (1988-1990), Center for
                                                                                Corporate Health.
Donald R. Frahm, 63                 Chairman and Chief Executive Officer,     Chairman and Chief Executive Officer of
                                      1988                                      the Hartford Insurance Group
                                                                                (1988-Present).
</TABLE>

                                       34
<PAGE>
<TABLE>
<CAPTION>
                                                                                    OTHER BUSINESS PROFESSION,
                                                                                      VOCATION OR EMPLOYMENT
                                              POSITION WITH HLIC,                        FOR PAST 5 YEARS;
            NAME, AGE                           YEAR OF ELECTION                        OTHER DIRECTORSHIPS
- ----------------------------------  ----------------------------------------  ---------------------------------------
<S>                                 <C>                                       <C>
Bruce D. Gardner, 44                General Counsel, 1991 and Corporate       General Counsel Corporate Secretary
                                      Secretary                                 (1991-Present); Corporate Secretary
                                                                                (1988-Present); Associate General
                                                                                Counsel (1988-1991); Counsel
                                                                                (1986-1988), Hartford Life Insurance
                                                                                Company.
Joseph H. Gareau, 47                Executive Vice President and Chief        Executive Vice President and Chief
                                      Investment Officer, 1993                  Investment Officer (1993-Present),
                                                                                Hartford Life Insurance Co.; Senior
                                                                                Vice President and Chief Investment
                                                                                Officer (1992-1993), ITT Hartford's
                                                                                Property-Casualty Companies.
J. Richard Garrett, 49              Vice President, 1988 and Treasurer        Vice President and Treasurer
                                                                                (1988-Present), Hartford Insurance
                                                                                Group.
John P. Ginnetti, 48                Executive Vice President and Director     Executive Vice President, 1994; Senior
                                      Asset Management Services, 1994           Vice President (1988-1994); General
                                                                                Counsel Services, 1994 and Corporate
                                                                                Secretary of Hartford Life Insurance
                                                                                Company (1982-1988).
Lois W. Grady, 50                   Vice President, 1993                      Vice President (1993-Present);
                                                                                Assistant Vice President (1988-1993),
                                                                                Hartford Life Insurance Company.
David A. Hall, 40                   Senior Vice President and Actuary, 1992   Senior Vice President and Actuary of
                                                                                Hartford Life Insurance Company
                                                                                (1992-Present).
Joseph Kanarek, 47                  Vice President, 1991                      Vice President (1991-Present); Director
                                                                                (1992-Present), Hartford Life
                                                                                Insurance Company.
Kevin L. Kirk, 43                   Vice President, 1992                      Vice President (1992-Present);
                                                                                Assistant Vice President; Assistant
                                                                                Director (1985-1992), Asset
                                                                                Management Services, Hartford Life
                                                                                Insurance Company (1985-1992).
Andrew W. Kohnke, 36                Vice President, 1992                      Vice President (1992-Present);
                                                                                Assistant Vice President (1989-1992);
                                                                                Investment Officer (1987-1989),
                                                                                Hartford Life Insurance Company.
Steven M. Maher, 40                 Vice President and Actuary, 1993          Vice President and Actuary,
                                                                                (1993-Present); Assistant Vice
                                                                                President (1987-1993), Hartford Life
                                                                                Insurance Company.
William B. Malchodi, Jr., 44        Vice President and Director of Taxes,     Director of Taxes (1992-Present),
                                      1992                                      Hartford Insurance Company.
</TABLE>

                                       35
<PAGE>
<TABLE>
<CAPTION>
                                                                                    OTHER BUSINESS PROFESSION,
                                                                                      VOCATION OR EMPLOYMENT
                                              POSITION WITH HLIC,                        FOR PAST 5 YEARS;
            NAME, AGE                           YEAR OF ELECTION                        OTHER DIRECTORSHIPS
- ----------------------------------  ----------------------------------------  ---------------------------------------
<S>                                 <C>                                       <C>
Thomas M. Marra, 36                 Senior Vice President and Actuary, 1994   Senior Vice President, 1994; Vice
                                      Director, ILAD                            President (1989-1994); Director of
                                                                                Individual Annuities (1991-Present);
                                                                                Assistant Vice President (1989);
                                                                                Actuary (1987-1989), Hartford Life
                                                                                Insurance Company.
David J. McDonald, 58               Senior Vice President, 1986               Senior Vice President and Director,
                                                                                Asset Management Services
                                                                                (1986-Present); Vice President
                                                                                (1980-1986), Hartford Insurance
                                                                                Company.
Kevin A. North, 42                  Vice President, 1991                      Vice President, Hartford Insurance
                                                                                Group and Director of Real Estate
                                                                                (1991-Present); Vice President and
                                                                                Deputy Director of Real Estate
                                                                                (1989-1991); Assistant Vice President
                                                                                and Deputy Director of Real Estate
                                                                                (1987-1989).
Joseph J. Noto, 42                  Vice President, 1989                      Vice President (1989-Present), Hartford
                                                                                Life Insurance Company; Controller
                                                                                (1983-1989), Personal Lines Insurance
                                                                                Center; Vice President (1986-1989),
                                                                                Personal Lines Insurance Center;
                                                                                Controller (1987-1989), Personal
                                                                                Lines Market Segment, Hartford Fire.
Leonard E. Odell, Jr., 49           Senior Vice President, 1994               Senior Vice President (1994-Present);
                                                                                Vice President (1982-1994); Actuary
                                                                                (1976-1982), Hartford Life Insurance
                                                                                Company.
Michael C. O'Halloran, 46           Vice President & Senior Associate         Vice President & Senior Associate
                                      General Counsel, 1988                     General Counsel and Director
                                                                                (1988-Present), Law Department,
                                                                                Hartford Fire Insurance Company.
Craig D. Raymond, 33                Vice President and Chief Actuary, 1994    Vice President and Chief Actuary, 1994;
                                                                                Vice President and Actuary
                                                                                (1993-1994); Assistant Vice President
                                                                                and Actuary (1992-1993); Actuary
                                                                                (1989-1992), Hartford Life Insurance
                                                                                Company; Consultant,
                                                                                Tillinghast/Towers Ferrin
                                                                                (1988-1989).
</TABLE>

                                       36
<PAGE>
<TABLE>
<CAPTION>
                                                                                    OTHER BUSINESS PROFESSION,
                                                                                      VOCATION OR EMPLOYMENT
                                              POSITION WITH HLIC,                        FOR PAST 5 YEARS;
            NAME, AGE                           YEAR OF ELECTION                        OTHER DIRECTORSHIPS
- ----------------------------------  ----------------------------------------  ---------------------------------------
<S>                                 <C>                                       <C>
Lowndes A. Smith, 55                President and Chief Operating Officer,    President and Chief Operating Officer
                                      1989                                      (1989-Present), Hartford Life
                                                                                Insurance Company; Senior Vice
                                                                                President and Group Controller; Vice
                                                                                President and Group Controller
                                                                                (1980-1987), Hartford Insurance
                                                                                Group.
Edward J. Sweeney, 38               Vice President, 1993                      Vice President (1993-Present); Chicago
                                                                                Regional Manager (1985-1993),
                                                                                Hartford Life Insurance Company.
James E. Trimble, 38                Vice President and Actuary, 1990          Vice President (1990-Present);
                                                                                Assistant Vice President (1987-1990),
                                                                                Hartford Life Insurance Company.
Raymond P. Welnicki, 46             Senior Vice President, 1994               Senior Vice President 1994, Vice
                                                                                President (1993-Present), Hartford
                                                                                Life Insurance Company; Board of
                                                                                Directors, Ethix Corp., formerly
                                                                                employed by Aetna Life & Casualty.
James J. Westervelt, 47             Vice President and Group Controller,      Vice President and Group Controller,
                                      1989                                      (1989-Present); Assistant Vice
                                                                                President and Assistant Controller
                                                                                (1983-1989), Hartford Insurance
                                                                                Group.
Lizabeth H. Zlatkus, 36             Vice President, 1994                      Vice President (1994); Assistant Vice
                                                                                President (1992-1994); Hartford Life
                                                                                Insurance Company; formerly Director,
                                                                                Hartford Insurance Group.
Donald J. Znamierowski, 60          Vice President and Director of Strategic  Vice President and Director of
                                      Operations, 1994                          Strategic Operations, 1994; Vice
                                                                                President and 1994 Comptroller
                                                                                (1986-1994); Assistant Vice President
                                                                                and Comptroller (1976-1986); Director
                                                                                (1976-1986), Hartford Life Insurance
                                                                                Company, Hartford Life & Accident
                                                                                Insurance Company, ITT Hartford Life
                                                                                & Annuity Insurance Company, and Ally
                                                                                Canada.
<FN>
- ------------------------
 * Denotes date of election to Board of Directors.
** ITT Hartford Affiliated Company.
</TABLE>

                                       37
<PAGE>
                          DISTRIBUTION OF THE POLICIES

    Hartford  intends  to sell  the Policies  in all  jurisdictions where  it is
licensed to  do business.  The Policies  will be  sold by  life insurance  sales
representatives who represent Hartford and who are registered representatives of
Hartford  Equity  Sales Company,  Inc.  ("HESCO"), or  certain  other registered
Broker-Dealers. Any sales representative or employee will have been qualified to
sell variable life insurance policies  under applicable Federal and State  laws.
Each  Broker-Dealer is  registered with  the Securities  and Exchange Commission
under the Securities Exchange Act  of 1934 and all  are members of the  National
Association  of Securities Dealers, Inc. HESCO  is the principal underwriter for
the Policies. During the first Policy Year, the maximum sales commission payable
to  Hartford  agents,  independent  registered  insurance  brokers,  and   other
registered Broker-Dealers is 45% of the premiums paid up to a target premium and
5%  of any  excess. In  Policy Years  2 through  10, agent  commissions will not
exceed 5.5%  of  premiums  paid.  For  Policy Years  11  and  later,  the  agent
commissions  will  not exceed  2%  of the  premiums  paid. In  addition, expense
allowances may be paid. The sales  representative may be required to return  all
or  a portion  of the  commissions paid  if the  Policy terminates  prior to the
second Policy Anniversary.

                  SAFEKEEPING OF THE SEPARATE ACCOUNT'S ASSETS

    The assets of the Separate Account are  held by Hartford. The assets of  the
Separate Account are kept physically segregated and held separate and apart from
the General Account of Hartford. Hartford maintains records of all purchases and
redemptions  of shares of the Fund. Additional  protection for the assets of the
Separate Account is afforded by Hartford's blanket fidelity bond issued by Aetna
Casualty and Surety Company,  in the aggregate amount  of $50 million,  covering
all of the officers and employees of Hartford.

                           FEDERAL TAX CONSIDERATIONS

GENERAL

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

    It should be understood that any detailed description of the Federal  income
tax consequences regarding the purchase of these Policies 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. This discussion of Federal tax
considerations is based upon Hartford's understanding of current Federal  income
tax laws as they are currently interpreted.

TAXATION OF HARTFORD LIFE AND SEPARATE ACCOUNT VL I

    Separate  Account VL I  is taxed as a  part of Hartford which  is taxed as a
life insurance company under Part 1 of Subchapter L of Chapter 1 of the Internal
Revenue Code ("Code"). Accordingly, Separate Account VL I will not be taxed as a
"regulated investment company" under Subchapter M of the Code. Investment income
and realized  capital  gains  on  the  assets of  Separate  Account  VL  I  (the
underlying  Funds) are reinvested and are  taken into account in determining the
value of the Accumulation  Units (see "Detailed  Description of Policy  Benefits
and  Provisions -- Cash Value," on page   ). As a result, such investment income
and realized capital gains are automatically applied to increase reserves  under
the Policy.

    Hartford  does not expect to incur any Federal income tax on the earnings or
realized capital gains attributable to Separate  Account VL I. Based upon  these
expectations,  no charge is  currently being made  to Separate Account  VL I for
Federal income taxes. If Hartford  incurs income taxes attributable to  Separate
Account  VL I or  determines that such taxes  will be incurred,  it may assess a
charge for taxes against Separate Account VL I.

                                       38
<PAGE>
INCOME TAXATION OF POLICY BENEFITS

    For Federal income  tax purposes,  the Policies  should be  treated as  life
insurance  policies under Section  7702 of the  Code. The death  benefit under a
life insurance policy  is excluded  from the  gross income  of the  Beneficiary.
Also,  a life insurance  Policy Owner is  not taxed on  increments in the policy
value until  the policy  is partially  or completely  surrendered. Section  7702
limits  the amount of premiums that may be  invested in a policy that is treated
as life  insurance.  Hartford  intends  to  monitor  premium  levels  to  assure
compliance with the Section 7702 standards.

    During  the first  fifteen policy  years, an  "income first"  rule generally
applies to any  distribution of cash  that is required  under Code Section  7702
because of a reduction in benefits under the Policy.

    Hartford also believes that any loan received under a Policy will be treated
as Indebtedness of the Policy Owner, and that no part of any loan under a Policy
will  constitute income to  the Policy Owner.  A surrender or  assignment of the
Policy may have tax consequences depending upon the circumstances. Policy Owners
should consult qualified tax advisers concerning the effect of such changes.

    Federal,  state,  and   local  estate  tax,   inheritance,  and  other   tax
consequences   of  ownership  or  receipt  of  Policy  proceeds  depend  on  the
circumstances of each Policy Owner or Beneficiary.

    The Maturity  Date Extention  Rider  allows a  Policy  Owner to  extend  the
Maturity  Date to  the date  of the  death of  last surviving  insured. Although
Hartford believes  that  the  Policy will  continue  to  be treated  as  a  life
insurance  contract for federal income tax purposes after the scheduled Maturity
Date, due to the  lack of specific  guidance on this issue,  this result is  not
certain.  If the Policy is not treated  as a life insurance contract for federal
income tax  purposes after  the  Matuity Date,  among  other things,  the  Death
Proceeds  may be  taxable to  the recipient. The  Policy Owner  should consult a
competent tax adviser regarding the possible adverse tax consequences  resulting
from an extension of the scheduled Maturity Date.

MODIFIED ENDOWMENT POLICIES

    Code Section 7702A applies an additional test, the "seven-pay" test, to life
insurance  contracts. A modified  endowment contract is  a life insurance policy
which satisfies the  Section 7702  definition of  life insurance  but fails  the
seven-pay  test  of Section  7702A. A  policy  fails the  seven-pay test  if the
accumulated amount  paid into  the policy  at any  time during  the first  seven
Policy Years exceeds the sum of the net level premiums that would have been paid
up  to that point if  the policy provided for  paid-up future benefits after the
payment of seven level  annual premiums. Computational  rules for the  seven-pay
test are described in Section 7702A(c).

    A policy that is classified as a modified endowment contract is eligible for
certain aspects of the beneficial tax treatment accorded to life insurance. That
is,  the death benefit is  excluded from income and  increments in value are not
subject to  current taxation.  However, withdrawals  and loans  from a  modified
endowment  policy are  treated first  as income,  then as  a recovery  of basis.
Taxable  withdrawals  are  subject  to  a  10%  additional  tax,  with   certain
exceptions.  Generally, only distributions  and loans made in  the first year in
which a policy becomes a modified endowment policy, and in subsequent years, are
taxable. However,  distributions and  loans made  in the  two years  prior to  a
policy's  failing the seven-pay test are deemed to be in anticipation of failure
and are subject to tax.

    If the policy satisfies  the seven-pay test  for seven years,  distributions
and  loans made thereafter will not be  subject to the modified endowment policy
rules, unless  the policy  is changed  materially. The  seven-pay test  will  be
applied  anew at any time the policy undergoes a material change, which includes
an increase in the death benefit.

    All modified endowment policies that are issued within any calendar year  to
the  same Policy Owner by one company or  its affiliates shall be treated as one
modified endowment policy for the purpose of determining the taxable portion  of
any loan or distribution.

DIVERSIFICATION REQUIREMENTS

    Section  817  of the  Code provides  that a  variable life  insurance policy
(other than a  pension plan  policy) will  not be  treated as  a life  insurance
policy  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 policy  is not  treated as  a life  insurance
policy,  the Policy Owner will be subject  to income tax on the annual increases
in Cash Value. The Treasury has issued diversification regulations which,  among
other

                                       39
<PAGE>
things,  require that no more than 55% of the assets of mutual fund (such as the
Hartford mutual funds) underlying a variable life insurance policy, be  invested
in  any one investment. All securities issued  by the same issuer are considered
one investment. In  determining whether the  diversification standards are  met,
each  United States government  agency or instrumentality shall  be treated as a
separate issuer.  If  the diversification  standards  are not  met,  non-pension
Policyholders  will be subject to  current tax on the  increase in Cash Value in
the policy.

    A separate account must be in compliance with the diversification  standards
on  the last day  of each calendar quarter  or within 30  days after the quarter
ends. If an insurance  company inadvertently fails  to meet the  diversification
standards,  the  company may  comply within  a reasonable  period and  avoid the
taxation of policy income  on an ongoing basis.  However, either the Company  or
Policy  Owner must  agree to  pay the tax  due for  the period  during which the
diversification standards were not met. The amount required to be paid shall  be
an  amount based upon the  tax that would have been  owed by the Policyowners if
they were treated as  receiving the income  on the Contract  for such period  or
periods.

FEDERAL INCOME TAX WITHHOLDING

    If  any amounts are deemed to be current taxable income to the Policy Owner,
such amounts will be  subject to Federal income  tax withholding and  reporting,
pursuant to Section 3405 of the Internal Revenue Code.

OTHER TAX CONSIDERATIONS

    Qualified  tax advisers should  be consulted concerning  the estate and gift
tax consequences of Policy ownership and distributions under federal, state  and
local law.

                               LEGAL PROCEEDINGS

    There  are  no pending  material legal  proceedings affecting  the Policies,
Separate Account VL I or any of the Funds.

                                    EXPERTS

   
    The audited financial statements for Hartford Insurance Company included  in
this Prospectus and Registration Statement have been audited by Arthur Andersen,
LLP,  independent public accountants,  as indicated in  their report herein, and
are included herein in reliance  upon the authority of  said firm as experts  in
accounting  and auditing (to be provided  by amendment). The hypothetical Policy
illustrations included in this Prospectus  and Registration Statement have  been
approved  by  Timothy M.  Fitch, FSA,  MAAA  are included  in reliance  upon his
opinion as to their reasonableness.
    

                             REGISTRATION STATEMENT

    A registration statement  has been  filed with the  Securities and  Exchange
Commission under the Securities Act of 1933 as amended. This Prospectus does not
contain  all information set forth in the registration statement, its amendments
and exhibits,  to  all  of  which reference  is  made  for  further  information
concerning Separate Account VL I, Hartford, and the Policies.

                          UNDERTAKING TO FILE REPORTS

    Subject  to  the terms  and conditions  of Section  15(d) of  the Securities
Exchange Act of 1934, the undersigned Registrant hereby undertakes to file  with
the   Securities  and  Exchange  Commission   such  supplementary  and  periodic
information, documents,  and  reports  as  may be  prescribed  by  any  rule  or
regulation  of the Commission  heretofore or hereafter  duly adopted pursuant to
authority conferred in that section.

                                       40
<PAGE>
   
                                   APPENDIX A
                    ILLUSTRATION OF DEATH BENEFITS, ACCOUNT
                        VALUES AND CASH SURRENDER VALUES
    

   
    The following tables illustrate how  the Death Benefits, Account Values  and
Cash  Surrender Values of a Policy may  change with the investment experience of
the Separate Account. The tables show how the Death Benefits, Account Values and
Cash Surrender Values of a Policy issued to an Insured of a given age would vary
over time  if the  investment return  on the  assets held  in each  Fund were  a
uniform, gross annual rate of 0%, 6% and 12%. The Death Benefits, Account Values
and  Cash Surrender  Values would  be different  from those  shown if  the gross
annual investment returns averaged 0%,  6% and 12% over  a period of years,  but
fluctuated  above  and below  those averages  for  individual Policy  Years. The
tables assume that no Policy Loans are made and that no partial withdrawals have
been made. The tables are  also based on the assumption  that the Owner has  not
requested  an increase or decrease in the Fact Amount and that no fund transfers
have been made in any Policy Year.
    

   
    The tables on pages 44 to 61  illustrate a Policy issued to a Male  Insured,
Age  45 in the Preferred  Premium Class with an  Initial Face Amount of $250,000
and a Scheduled Premium that is paid  at the beginning of each Policy Year.  The
Death  Benefits, Account Values and Cash Surrender  Values would be lower if the
Insured was a smoker or in a  special class since the cost of insurance  charges
would increase.
    

   
    The  tables reflect the fact  that the net return on  the assets held in the
subaccounts is  lower than  the gross  after-tax return  of the  Funds. This  is
because  these tables  assume an investment  management fee  and other estimated
Fund expenses totaling 0.70%.  The 0.70% figure  is based on  an average of  the
current management fees and expenses of the available fifteen Funds, taking into
account  any applicable expense caps  or reimbursement arrangements. Actual fees
and expenses of  the Funds associated  with a Policy  may be more  or less  than
0.70%,  will vary from year to year, and will depend on how the Account Value is
allocated.
    

   
    As their headings  indicate, the  tables reflect the  deductions of  current
contractual  charges  and  guaranteed  contractual charges  for  a  single gross
interest rate.  These charges  include the  monthly charge  to the  Account  for
assuming mortality and expense risks, the monthly administrative charge, and the
monthly  mortality  charge.  All  tables  assume a  charge  of  2.25%  for taxes
attributable to  premiums and  reflect  the fact  that  no charges  against  the
Account are currently made for federal, state or local taxes attributable to the
Policy.
    

   
    Each  table also shows the amount to  which the premiums would accumulate if
an amount equal to those premiums  were invested to earn interest, after  taxes,
at 5% compounded annually.
    

   
    Upon  request, Hartford  will furnish a  comparable illustration  based on a
proposed Policy's specific circumstances.
    

                                       41
<PAGE>
                        HARTFORD LIFE INSURANCE COMPANY
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                          DEATH BENEFIT OPTION: LEVEL
                           GUARANTEE PERIOD: 10 YEARS
                              $250,000 FACE AMOUNT
                          ISSUE AGE 45 MALE PREFERRED
                            $4,000 SCHEDULED PREMIUM
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.70% NET)

   
<TABLE>
<CAPTION>
                                        CURRENT CHARGES*                    GUARANTEED CHARGES**
               PREMIUMS       ------------------------------------   -----------------------------------
  END OF      ACCUMULATED                      CASH                                 CASH
  POLICY    AT 5% INTEREST      ACCOUNT     SURRENDER      DEATH      ACCOUNT    SURRENDER      DEATH
   YEAR        PER YEAR          VALUE        VALUE       BENEFIT      VALUE       VALUE       BENEFIT
  -------   ---------------   -----------   ----------   ---------   ---------   ----------   ----------
  <S>       <C>               <C>           <C>          <C>         <C>         <C>          <C>
      1            4,200           1,232            0***   250,000      1,232            0***    250,000
      2            8,610           4,074          163***   250,000      4,074          163***    250,000
      3           13,241           6,764        3,342      250,000      6,764        3,342       250,000
      4           18,103           9,345        6,411      250,000      9,345        6,411       250,000
      5           23,208          11,843        9,398      250,000     11,843        9,398       250,000

      6           28,568          14,274       12,318      250,000     14,274       12,318       250,000
      7           34,196          16,645       15,178      250,000     16,645       15,178       250,000
      8           40,106          18,971       17,994      250,000     18,971       17,994       250,000
      9           46,312          21,246       20,757      250,000     21,246       20,757       250,000
     10           52,827          23,456       23,456      250,000     23,456       23,456       250,000

     11           59,669          25,850       25,850      250,000     24,932       24,932       250,000
     12           66,852          28,102       28,102      250,000     26,215       26,215       250,000
     13           74,395          30,190       30,190      250,000     27,297       27,297       250,000
     14           82,314          32,117       32,117      250,000     28,157       28,157       250,000
     15           90,630          33,884       33,884      250,000     28,773       28,773       250,000

     16           99,361          35,385       35,385      250,000     29,115       29,115       250,000
     17          108,530          36,726       36,726      250,000     29,156       29,156       250,000
     18          118,156          37,906       37,906      250,000     28,850       28,850       250,000
     19          128,264          38,913       38,913      250,000     28,147       28,147       250,000
     20          138,877          39,740       39,740      250,000     26,999       26,999       250,000

     25          200,454          39,821       39,821      250,000     12,667       12,667       250,000
     30          279,043          30,239       30,239      250,000         --           --       250,000
 <FN>
   *  THESE  VALUES  REFLECT INVESTMENT  RESULTS USING  CURRENT COST  OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS  USING GUARANTEED COST OF  INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 ***  IF  YOU SURRENDER YOUR  POLICY DURING THE  FIRST TWO POLICY  YEARS, YOU WILL
      RECEIVE A REFUND IN ADDITION TO THE  CASH VALUES SHOWN. THE REFUND PLUS  THE
      CASH VALUE WOULD BE $2,032 IN YEAR ONE AND $4,753 IN YEAR TWO.
 THESE VALUES REFLECT FRONT-END SALES LOADS OF 50% IN YEAR 1, 11% IN YEARS 2
 THROUGH 10 AND 3% THEREAFTER. THE SURRENDER CHARGE EFFECTIVE IN ANY YEAR CAN BE
 DETERMINED BY SUBTRACTING THE CASH SURRENDER VALUE FROM THE ACCOUNT VALUE.

</TABLE>
    

    THE DEATH BENEFIT MAY, AND THE ACCOUNT VALUES AND CASH SURRENDER VALUES WILL
DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.

    THE  HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN  THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL RATE OF INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGED 0% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW  THAT AVERAGE  FOR INDIVIDUAL  POLICY YEARS.  THE DEATH  BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE  SHOWN,  DEPENDING  ON THE  INVESTMENT  ALLOCATIONS MADE  TO  THE SEPARATE
ACCOUNT AND THE RATES OF RETURN OF  THE SEPARATE ACCOUNT IF THE ACTUAL RATES  OF
INVESTMENT  RETURN APPLICABLE  TO THE  POLICY AVERAGED  0%, BUT  VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE  THAT
THIS  HYPOTHETICAL RATE OF RETURN CAN BE  ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.

                                       42
<PAGE>
                        HARTFORD LIFE INSURANCE COMPANY
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                          DEATH BENEFIT OPTION: LEVEL
                           GUARANTEE PERIOD: 10 YEARS
                              $250,000 FACE AMOUNT
                          ISSUE AGE 45 MALE PREFERRED
                            $4,000 SCHEDULED PREMIUM
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.30% NET)

<TABLE>
<CAPTION>
                                        CURRENT CHARGES*                    GUARANTEED CHARGES**
               PREMIUMS       ------------------------------------   -----------------------------------
  END OF      ACCUMULATED                      CASH                                 CASH
  POLICY    AT 5% INTEREST      ACCOUNT     SURRENDER      DEATH      ACCOUNT    SURRENDER      DEATH
   YEAR        PER YEAR          VALUE        VALUE       BENEFIT      VALUE       VALUE       BENEFIT
  -------   ---------------   -----------   ----------   ---------   ---------   ----------   ----------
  <S>       <C>               <C>           <C>          <C>         <C>         <C>          <C>
      1            4,200           1,325            0***   250,000      1,325            0***    250,000
      2            8,610           4,435          523***   250,000      4,435          523***    250,000
      3           13,241           7,570        4,148      250,000      7,570        4,148       250,000
      4           18,103          10,778        7,845      250,000     10,778        7,845       250,000
      5           23,208          14,087       11,643      250,000     14,087       11,643       250,000

      6           28,568          17,519       15,563      250,000     17,519       15,563       250,000
      7           34,196          21,085       19,618      250,000     21,085       19,618       250,000
      8           40,106          24,808       23,830      250,000     24,808       23,830       250,000
      9           46,312          28,688       28,200      250,000     28,688       28,200       250,000
     10           52,827          32,722       32,722      250,000     32,722       32,722       250,000

     11           59,669          37,186       37,186      250,000     36,279       36,279       250,000
     12           66,852          41,760       41,760      250,000     39,852       39,852       250,000
     13           74,395          46,430       46,430      250,000     43,436       43,436       250,000
     14           82,314          51,207       51,207      250,000     47,017       47,017       250,000
     15           90,630          56,101       56,101      250,000     50,580       50,580       250,000

     16           99,361          61,026       61,026      250,000     54,103       54,103       250,000
     17          108,530          66,085       66,085      250,000     57,565       57,565       250,000
     18          118,156          71,290       71,290      250,000     60,934       60,934       250,000
     19          128,264          76,646       76,646      250,000     64,173       64,173       250,000
     20          138,877          82,162       82,162      250,000     67,247       67,247       250,000

     25          200,454         111,781      111,781      250,000     78,904       78,904       250,000
     30          279,043         145,617      145,617      250,000     77,492       77,492       250,000
 <FN>

   *  THESE VALUES  REFLECT INVESTMENT  RESULTS USING  CURRENT COST  OF  INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE  VALUES REFLECT INVESTMENT RESULTS  USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 ***  IF YOU SURRENDER  YOUR POLICY DURING  THE FIRST TWO  POLICY YEARS, YOU  WILL
      RECEIVE  A REFUND IN ADDITION TO THE  CASH VALUES SHOWN. THE REFUND PLUS THE
      CASH VALUE WOULD BE $2,125 IN YEAR ONE AND $5,113 IN YEAR TWO.
 THESE VALUES REFLECT FRONT-END SALES LOADS OF 50% IN YEAR 1, 11% IN YEARS 2
 THROUGH 10 AND 3% THEREAFTER. THE SURRENDER CHARGE EFFECTIVE IN ANY YEAR CAN BE
 DETERMINED BY SUBTRACTING THE CASH SURRENDER VALUE FROM THE ACCOUNT VALUE.

</TABLE>

    THE DEATH BENEFIT MAY, AND THE ACCOUNT VALUES AND CASH SURRENDER VALUES WILL
DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.

    THE HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN  THIS
PROSPECTUS  ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE  FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL RATE OF INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGED 6% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE  OR BELOW  THAT AVERAGE  FOR INDIVIDUAL  POLICY YEARS.  THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN,  DEPENDING  ON THE  INVESTMENT  ALLOCATIONS MADE  TO  THE  SEPARATE
ACCOUNT  AND THE RATES OF RETURN OF THE  SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE  TO THE  POLICY AVERAGED  6%, BUT  VARIED ABOVE  OR
BELOW  THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE  ACHIEVED FOR ANY ONE YEAR OR  SUSTAINED
OVER ANY PERIOD OF TIME.

                                       43
<PAGE>
                        HARTFORD LIFE INSURANCE COMPANY
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                          DEATH BENEFIT OPTION: LEVEL
                           GUARANTEE PERIOD: 10 YEARS
                              $250,000 FACE AMOUNT
                          ISSUE AGE 45 MALE PREFERRED
                            $4,000 SCHEDULED PREMIUM
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.30% NET)

<TABLE>
<CAPTION>
                                        CURRENT CHARGES*                    GUARANTEED CHARGES**
               PREMIUMS       ------------------------------------   -----------------------------------
  END OF      ACCUMULATED                      CASH                                 CASH
  POLICY    AT 5% INTEREST      ACCOUNT     SURRENDER      DEATH      ACCOUNT    SURRENDER      DEATH
   YEAR        PER YEAR          VALUE        VALUE       BENEFIT      VALUE       VALUE       BENEFIT
  -------   ---------------   -----------   ----------   ---------   ---------   ----------   ----------
  <S>       <C>               <C>           <C>          <C>         <C>         <C>          <C>
      1            4,200           1,418            0***   250,000      1,418            0***    250,000
      2            8,610           4,807          895***   250,000      4,807          895***    250,000
      3           13,241           8,434        5,011      250,000      8,434        5,011       250,000
      4           18,103          12,372        9,438      250,000     12,372        9,438       250,000
      5           23,208          16,681       14,237      250,000     16,681       14,237       250,000

      6           28,568          21,420       19,464      250,000     21,420       19,464       250,000
      7           34,196          26,642       25,176      250,000     26,642       25,176       250,000
      8           40,106          32,417       31,440      250,000     32,417       31,440       250,000
      9           46,312          38,799       38,310      250,000     38,799       38,310       250,000
     10           52,827          45,843       45,843      250,000     45,843       45,843       250,000

     11           59,669          53,915       53,915      250,000     53,042       53,042       250,000
     12           66,852          62,773       62,773      250,000     60,901       60,901       250,000
     13           74,395          72,491       72,491      250,000     69,502       69,502       250,000
     14           82,314          83,181       83,181      250,000     78,929       78,929       250,000
     15           90,630          94,965       94,965      250,000     89,281       89,281       250,000

     16           99,361         107,905      107,905      250,000    100,668      100,668       250,000
     17          108,530         122,236      122,236      250,000    113,227      113,227       250,000
     18          118,156         138,131      138,131      255,811    127,109      127,109       250,000
     19          128,264         155,618      155,618      280,732    142,486      142,486       257,043
     20          138,877         174,773      174,773      307,313    159,244      159,244       280,009

     25          200,454         300,798      300,798      469,696    265,815      265,815       415,070
     30          279,043         495,973      495,973      698,903    420,068      420,068       591,940
 <FN>

   *  THESE  VALUES  REFLECT INVESTMENT  RESULTS USING  CURRENT COST  OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS  USING GUARANTEED COST OF  INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 ***  IF  YOU SURRENDER YOUR  POLICY DURING THE  FIRST TWO POLICY  YEARS, YOU WILL
      RECEIVE A REFUND IN ADDITION TO THE  CASH VALUES SHOWN. THE REFUND PLUS  THE
      CASH VALUE WOULD BE $2,218 IN YEAR ONE AND $5,485 IN YEAR TWO.
 THESE  VALUES REFLECT  FRONT-END SALES  LOADS OF 50%  IN YEAR  1, 11%  IN YEARS 2
 THROUGH 10 AND 3% THEREAFTER. THE SURRENDER  CHARGE EFFECTIVE IN ANY YEAR CAN  BE
 DETERMINED BY SUBTRACTING THE CASH SURRENDER VALUE FROM THE ACCOUNT VALUE.

</TABLE>

    THE DEATH BENEFIT MAY, AND THE ACCOUNT VALUES AND CASH SURRENDER VALUES WILL
DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.

    THE  HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN  THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL RATE OF INVESTMENT RETURN
APPLICABLE TO  THE  POLICY  AVERAGED  12%  OVER A  PERIOD  OF  YEARS,  BUT  ALSO
FLUCTUATED  ABOVE OR BELOW  THAT AVERAGE FOR INDIVIDUAL  POLICY YEARS. THE DEATH
BENEFIT, ACCOUNT  VALUE AND  CASH SURRENDER  VALUE FOR  A POLICY  WOULD ALSO  BE
DIFFERENT  FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNT AND THE RATES OF RETURN  OF THE SEPARATE ACCOUNT IF THE  ACTUAL
RATES  OF INVESTMENT  RETURN APPLICABLE TO  THE POLICY AVERAGED  12%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR  THE SEPARATE ACCOUNT. NO REPRESENTATION CAN  BE
MADE  THAT THIS HYPOTHETICAL RATE OF RETURN CAN  BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.

                                       44
<PAGE>
                        HARTFORD LIFE INSURANCE COMPANY
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                 DEATH BENEFIT OPTION: RETURN OF ACCOUNT VALUE
                           GUARANTEE PERIOD: 10 YEARS
                              $250,000 FACE AMOUNT
                          ISSUE AGE 45 MALE PREFERRED
                            $4,500 SCHEDULED PREMIUM
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.70% NET)

   
<TABLE>
<CAPTION>
                                        CURRENT CHARGES*                    GUARANTEED CHARGES**
               PREMIUMS       ------------------------------------   -----------------------------------
  END OF      ACCUMULATED                      CASH                                 CASH
  POLICY    AT 5% INTEREST      ACCOUNT     SURRENDER      DEATH      ACCOUNT    SURRENDER      DEATH
   YEAR        PER YEAR          VALUE        VALUE       BENEFIT      VALUE       VALUE       BENEFIT
  -------   ---------------   -----------   ----------   ---------   ---------   ----------   ----------
  <S>       <C>               <C>           <C>          <C>         <C>         <C>          <C>
      1            4,725           1,466            0***   251,466      1,466            0***    251,466
      2            9,686           4,727          327***   254,727      4,727          327***    254,727
      3           14,896           7,820        3,970      257,820      7,820        3,970       257,820
      4           20,365          10,789        7,489      260,789     10,789        7,489       260,789
      5           26,109          13,660       10,910      263,660     13,660       10,910       263,660

      6           32,139          16,450       14,250      266,450     16,450       14,250       266,450
      7           38,471          19,164       17,514      269,164     19,164       17,514       269,164
      8           45,120          21,820       20,720      271,820     21,820       20,720       271,820
      9           52,101          24,409       23,859      274,409     24,409       23,859       274,409
     10           59,431          26,916       26,916      276,916     26,916       26,916       276,916

     11           67,127          29,621       29,621      279,621     28,603       28,603       278,603
     12           75,208          32,154       32,154      282,154     30,059       30,059       280,059
     13           83,694          34,487       34,487      284,487     31,276       31,276       281,276
     14           92,604          36,623       36,623      286,623     32,229       32,229       282,229
     15          101,959          38,562       38,562      288,562     32,897       32,897       282,897

     16          111,782          40,177       40,177      290,177     33,245       33,245       283,245
     17          122,096          41,593       41,593      291,593     33,246       33,246       283,246
     18          132,926          42,806       42,806      292,806     32,854       32,854       282,854
     19          144,297          43,803       43,803      293,803     32,020       32,020       282,020
     20          156,237          44,576       44,576      294,576     30,699       30,699       280,699

     25          225,511          43,527       43,527      293,527     15,404       15,404       265,404
     30          313,924          31,575       31,575      281,575         --           --             0
 <FN>
   *  THESE VALUES  REFLECT INVESTMENT  RESULTS USING  CURRENT COST  OF  INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE  VALUES REFLECT INVESTMENT RESULTS  USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 ***  IF YOU SURRENDER  YOUR POLICY DURING  THE FIRST TWO  POLICY YEARS, YOU  WILL
      RECEIVE  A REFUND IN ADDITION TO THE  CASH VALUES SHOWN. THE REFUND PLUS THE
      CASH VALUE WOULD BE $2,366 IN YEAR ONE AND $4,772 IN YEAR TWO.
 THESE VALUES REFLECT FRONT-END SALES LOADS OF 50% IN YEAR 1, 11% IN YEARS 2
 THROUGH 10 AND 3% THEREAFTER. THE SURRENDER CHARGE EFFECTIVE IN ANY YEAR CAN BE
 DETERMINED BY SUBTRACTING THE CASH SURRENDER VALUE FROM THE ACCOUNT VALUE.

</TABLE>
    

    THE DEATH BENEFIT MAY, AND THE ACCOUNT VALUES AND CASH SURRENDER VALUES WILL
DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.

    THE HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN  THIS
PROSPECTUS  ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE  FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL RATE OF INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGED 0% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE  OR BELOW  THAT AVERAGE  FOR INDIVIDUAL  POLICY YEARS.  THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN,  DEPENDING  ON THE  INVESTMENT  ALLOCATIONS MADE  TO  THE  SEPARATE
ACCOUNT  AND THE RATES OF RETURN OF THE  SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE  TO THE  POLICY AVERAGED  0%, BUT  VARIED ABOVE  OR
BELOW  THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE  ACHIEVED FOR ANY ONE YEAR OR  SUSTAINED
OVER ANY PERIOD OF TIME.

                                       45
<PAGE>
                        HARTFORD LIFE INSURANCE COMPANY
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                 DEATH BENEFIT OPTION: RETURN OF ACCOUNT VALUE
                           GUARANTEE PERIOD: 10 YEARS
                              $250,000 FACE AMOUNT
                          ISSUE AGE 45 MALE PREFERRED
                            $4,500 SCHEDULED PREMIUM
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.30% NET)

<TABLE>
<CAPTION>
                                        CURRENT CHARGES*                    GUARANTEED CHARGES**
               PREMIUMS       ------------------------------------   -----------------------------------
  END OF      ACCUMULATED                      CASH                                 CASH
  POLICY    AT 5% INTEREST      ACCOUNT     SURRENDER      DEATH      ACCOUNT    SURRENDER      DEATH
   YEAR        PER YEAR          VALUE        VALUE       BENEFIT      VALUE       VALUE       BENEFIT
  -------   ---------------   -----------   ----------   ---------   ---------   ----------   ----------
  <S>       <C>               <C>           <C>          <C>         <C>         <C>          <C>
      1            4,725           1,574            0***   251,574      1,574            0***    251,574
      2            9,686           5,141          741***   255,141      5,141          741***    255,141
      3           14,896           8,746        4,896      258,746      8,746        4,896       258,746
      4           20,365          12,432        9,132      262,432     12,432        9,132       262,432
      5           26,109          16,230       13,480      266,230     16,230       13,480       266,230

      6           32,139          20,158       17,958      270,158     20,158       17,958       270,158
      7           38,471          24,231       22,581      274,231     24,231       22,581       274,231
      8           45,120          28,468       27,368      278,468     28,468       27,368       278,468
      9           52,101          32,870       32,320      282,870     32,870       32,320       282,870
     10           59,431          37,428       37,428      287,428     37,428       37,428       287,428

     11           67,127          42,446       42,446      292,446     41,395       41,395       291,395
     12           75,208          47,558       47,558      297,558     45,332       45,332       295,332
     13           83,694          52,735       52,735      302,735     49,225       49,225       299,225
     14           92,604          57,982       57,982      307,982     53,045       53,045       303,045
     15          101,959          63,299       63,299      313,299     56,760       56,760       306,760

     16          111,782          68,557       68,557      318,557     60,328       60,328       310,328
     17          122,096          73,875       73,875      323,875     63,709       63,709       313,709
     18          132,926          79,251       79,251      329,251     66,842       66,842       316,842
     19          144,297          84,672       84,672      334,672     69,660       69,660       319,660
     20          156,237          90,127       90,127      340,127     72,095       72,095       322,095

     25          225,511         116,169      116,169      366,169     76,129       76,129       326,129
     30          313,924         136,250      136,250      386,250     55,925       55,925       305,925
 <FN>

   *  THESE  VALUES  REFLECT INVESTMENT  RESULTS USING  CURRENT COST  OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 ***  IF YOU SURRENDER YOUR POLICY DURING THE FIRST TWO POLICY YEARS, YOU WILL
      RECEIVE A REFUND IN ADDITION TO THE CASH VALUES SHOWN. THE REFUND PLUS THE
      CASH VALUE WOULD BE $2,474 IN YEAR ONE AND $5,186 IN YEAR TWO.
 THESE VALUES REFLECT FRONT-END SALES LOADS OF 50% IN YEAR 1, 11% IN YEARS 2
 THROUGH 10 AND 3% THEREAFTER. THE SURRENDER CHARGE EFFECTIVE IN ANY YEAR CAN BE
 DETERMINED BY SUBTRACTING THE CASH SURRENDER VALUE FROM THE ACCOUNT VALUE.

</TABLE>

    THE DEATH BENEFIT MAY, AND THE ACCOUNT VALUES AND CASH SURRENDER VALUES WILL
DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.

    THE HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN  THIS
PROSPECTUS  ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE  FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL RATE OF INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGED 6% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE  OR BELOW  THAT AVERAGE  FOR INDIVIDUAL  POLICY YEARS.  THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN,  DEPENDING  ON THE  INVESTMENT  ALLOCATIONS MADE  TO  THE  SEPARATE
ACCOUNT  AND THE RATES OF RETURN OF THE  SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE  TO THE  POLICY AVERAGED  6%, BUT  VARIED ABOVE  OR
BELOW  THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE  ACHIEVED FOR ANY ONE YEAR OR  SUSTAINED
OVER ANY PERIOD OF TIME.

                                       46
<PAGE>
                        HARTFORD LIFE INSURANCE COMPANY
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                 DEATH BENEFIT OPTION: RETURN OF ACCOUNT VALUE
                           GUARANTEE PERIOD: 10 YEARS
                              $250,000 FACE AMOUNT
                          ISSUE AGE 45 MALE PREFERRED
                            $4,500 SCHEDULED PREMIUM
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.30% NET)

<TABLE>
<CAPTION>
                                        CURRENT CHARGES*                    GUARANTEED CHARGES**
               PREMIUMS       ------------------------------------   -----------------------------------
  END OF      ACCUMULATED                      CASH                                 CASH
  POLICY    AT 5% INTEREST      ACCOUNT     SURRENDER      DEATH      ACCOUNT    SURRENDER      DEATH
   YEAR        PER YEAR          VALUE        VALUE       BENEFIT      VALUE       VALUE       BENEFIT
  -------   ---------------   -----------   ----------   ---------   ---------   ----------   ----------
  <S>       <C>               <C>           <C>          <C>         <C>         <C>          <C>
      1            4,725           1,681            0***   251,681      1,681            0***    251,681
      2            9,686           5,569        1,169***   255,569      5,569        1,169***    255,569
      3           14,896           9,736        5,886      259,736      9,736        5,886       259,736
      4           20,365          14,258       10,958      264,258     14,258       10,958       264,258
      5           26,109          19,198       16,448      269,198     19,198       16,448       269,198

      6           32,139          24,615       22,415      274,615     24,615       22,415       274,615
      7           38,471          30,567       28,917      280,567     30,567       28,917       280,567
      8           45,120          37,127       36,027      287,127     37,127       36,027       287,127
      9           52,101          44,349       43,799      294,349     44,349       43,799       294,349
     10           59,431          52,288       52,288      302,288     52,288       52,288       302,288

     11           67,127          61,337       61,337      311,337     60,253       60,253       310,253
     12           75,208          71,202       71,202      321,202     68,843       68,843       318,843
     13           83,694          81,939       81,939      331,939     78,112       78,112       328,112
     14           92,604          93,639       93,639      343,639     88,103       88,103       338,103
     15          101,959         106,404      106,404      356,404     98,865       98,865       348,865

     16          111,782         120,208      120,208      370,208    110,442      110,442       360,442
     17          122,096         135,290      135,290      385,290    122,884      122,884       372,884
     18          132,926         151,779      151,779      401,779    136,232      136,232       386,232
     19          144,297         169,809      169,809      419,809    150,523      150,523       400,523
     20          156,237         189,531      189,531      439,531    165,803      165,803       415,803

     25          225,511         318,535      318,535      568,535    259,241      259,241       509,241
     30          313,924         517,815      517,815      767,815    385,156      385,156       635,156
 <FN>

   *  THESE  VALUES  REFLECT INVESTMENT  RESULTS USING  CURRENT COST  OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS  USING GUARANTEED COST OF  INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 ***  IF YOU SURRENDER YOUR POLICY DURING THE FIRST TWO POLICY YEARS, YOU WILL
      RECEIVE A REFUND IN ADDITION TO THE CASH VALUES SHOWN. THE REFUND PLUS THE
      CASH VALUE WOULD BE $2,581 IN YEAR ONE AND $5,614 IN YEAR TWO.
 THESE VALUES REFLECT FRONT-END SALES LOADS OF 50% IN YEAR 1, 11% IN YEARS 2
 THROUGH 10 AND 3% THEREAFTER. THE SURRENDER CHARGE EFFECTIVE IN ANY YEAR CAN BE
 DETERMINED BY SUBTRACTING THE CASH SURRENDER VALUE FROM THE ACCOUNT VALUE.

</TABLE>

    THE DEATH BENEFIT MAY, AND THE ACCOUNT VALUES AND CASH SURRENDER VALUES WILL
DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.

    THE  HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN  THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL RATE OF INVESTMENT RETURN
APPLICABLE TO  THE  POLICY  AVERAGED  12%  OVER A  PERIOD  OF  YEARS,  BUT  ALSO
FLUCTUATED  ABOVE OR BELOW  THAT AVERAGE FOR INDIVIDUAL  POLICY YEARS. THE DEATH
BENEFIT, ACCOUNT  VALUE AND  CASH SURRENDER  VALUE FOR  A POLICY  WOULD ALSO  BE
DIFFERENT  FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNT AND THE RATES OF RETURN  OF THE SEPARATE ACCOUNT IF THE  ACTUAL
RATES  OF INVESTMENT  RETURN APPLICABLE TO  THE POLICY AVERAGED  12%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR  THE SEPARATE ACCOUNT. NO REPRESENTATION CAN  BE
MADE  THAT THIS HYPOTHETICAL RATE OF RETURN CAN  BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.

                                       47
<PAGE>
                        HARTFORD LIFE INSURANCE COMPANY
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                    DEATH BENEFIT OPTION: RETURN OF PREMIUM
                           GUARANTEE PERIOD: 10 YEARS
                              $250,000 FACE AMOUNT
                          ISSUE AGE 45 MALE PREFERRED
                            $4,500 SCHEDULED PREMIUM
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.70% NET)

   
<TABLE>
<CAPTION>
                                        CURRENT CHARGES*                    GUARANTEED CHARGES**
               PREMIUMS       ------------------------------------   -----------------------------------
  END OF      ACCUMULATED                      CASH                                 CASH
  POLICY    AT 5% INTEREST      ACCOUNT     SURRENDER      DEATH      ACCOUNT    SURRENDER      DEATH
   YEAR        PER YEAR          VALUE        VALUE       BENEFIT      VALUE       VALUE       BENEFIT
  -------   ---------------   -----------   ----------   ---------   ---------   ----------   ----------
  <S>       <C>               <C>           <C>          <C>         <C>         <C>          <C>
      1            4,725           1,629            0***   254,500      1,629            0***    254,500
      2            9,686           4,916          844***   259,000      4,916          844***    259,000
      3           14,896           8,031        4,468      263,500      8,031        4,468       263,500
      4           20,365          11,016        7,962      268,000     11,016        7,962       268,000
      5           26,109          13,896       11,351      272,500     13,896       11,351       272,500

      6           32,139          16,688       14,652      277,000     16,688       14,652       277,000
      7           38,471          19,398       17,871      281,500     19,398       17,871       281,500
      8           45,120          22,041       21,023      286,000     22,041       21,023       286,000
      9           52,101          24,609       24,100      290,500     24,609       24,100       290,500
     10           59,431          27,086       27,086      295,000     27,086       27,086       295,000

     11           67,127          29,718       29,718      299,500     28,622       28,622       299,500
     12           75,208          32,159       32,159      304,000     29,885       29,885       304,000
     13           83,694          34,376       34,376      308,500     30,859       30,859       308,500
     14           92,604          36,367       36,367      313,000     31,507       31,507       313,000
     15          101,959          38,128       38,128      317,500     31,792       31,792       317,500

     16          111,782          39,511       39,511      322,000     31,663       31,663       322,000
     17          122,096          40,647       40,647      326,500     31,071       31,071       326,500
     18          132,926          41,525       41,525      331,000     29,940       29,940       331,000
     19          144,297          42,123       42,123      335,500     28,184       28,184       335,500
     20          156,237          42,423       42,423      340,000     25,714       25,714       340,000

     25          225,511          37,048       37,048      362,500         --           --             0
     30          313,924          14,078       14,078      385,000         --           --             0
 <FN>
   *  THESE VALUES  REFLECT INVESTMENT  RESULTS USING  CURRENT COST  OF  INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE  VALUES REFLECT INVESTMENT RESULTS  USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 ***  IF YOU SURRENDER  YOUR POLICY DURING  THE FIRST TWO  POLICY YEARS, YOU  WILL
      RECEIVE  A REFUND IN ADDITION TO THE  CASH VALUES SHOWN. THE REFUND PLUS THE
      CASH VALUE WOULD BE $2,361 IN YEAR ONE AND $5,595 IN YEAR TWO.
 THESE VALUES REFLECT FRONT-END SALES LOADS OF 50% IN YEAR 1, 11% IN YEARS 2
 THROUGH 10 AND 3% THEREAFTER. THE SURRENDER CHARGE EFFECTIVE IN ANY YEAR CAN BE
 DETERMINED BY SUBTRACTING THE CASH SURRENDER VALUE FROM THE ACCOUNT VALUE.

</TABLE>
    

    THE DEATH BENEFIT MAY, AND THE ACCOUNT VALUES AND CASH SURRENDER VALUES WILL
DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.

    THE HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN  THIS
PROSPECTUS  ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE  FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL RATE OF INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGED 0% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE  OR BELOW  THAT AVERAGE  FOR INDIVIDUAL  POLICY YEARS.  THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN,  DEPENDING  ON THE  INVESTMENT  ALLOCATIONS MADE  TO  THE  SEPARATE
ACCOUNT  AND THE RATES OF RETURN OF THE  SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE  TO THE  POLICY AVERAGED  0%, BUT  VARIED ABOVE  OR
BELOW  THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE  ACHIEVED FOR ANY ONE YEAR OR  SUSTAINED
OVER ANY PERIOD OF TIME.

                                       48
<PAGE>
                        HARTFORD LIFE INSURANCE COMPANY
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                    DEATH BENEFIT OPTION: RETURN OF PREMIUM
                           GUARANTEE PERIOD: 10 YEARS
                              $250,000 FACE AMOUNT
                          ISSUE AGE 45 MALE PREFERRED
                            $4,500 SCHEDULED PREMIUM
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.30% NET)

<TABLE>
<CAPTION>
                                        CURRENT CHARGES*                    GUARANTEED CHARGES**
               PREMIUMS       ------------------------------------   -----------------------------------
  END OF      ACCUMULATED                      CASH                                 CASH
  POLICY    AT 5% INTEREST      ACCOUNT     SURRENDER      DEATH      ACCOUNT    SURRENDER      DEATH
   YEAR        PER YEAR          VALUE        VALUE       BENEFIT      VALUE       VALUE       BENEFIT
  -------   ---------------   -----------   ----------   ---------   ---------   ----------   ----------
  <S>       <C>               <C>           <C>          <C>         <C>         <C>          <C>
      1            4,725           1,746            0***   254,500      1,746            0***    254,500
      2            9,686           5,353        1,281***   259,000      5,353        1,281***    259,000
      3           14,896           8,995        5,432      263,500      8,995        5,432       263,500
      4           20,365          12,717        9,663      268,000     12,717        9,663       268,000
      5           26,109          16,548       14,003      272,500     16,548       14,003       272,500

      6           32,139          20,509       18,473      277,000     20,509       18,473       277,000
      7           38,471          24,612       23,085      281,500     24,612       23,085       281,500
      8           45,120          28,880       27,862      286,000     28,880       27,862       286,000
      9           52,101          33,312       32,803      290,500     33,312       32,803       290,500
     10           59,431          37,901       37,901      295,000     37,901       37,901       295,000

     11           67,127          42,921       42,921      299,500     41,837       41,837       299,500
     12           75,208          48,033       48,033      304,000     45,731       45,731       304,000
     13           83,694          53,210       53,210      308,500     49,564       49,564       308,500
     14           92,604          58,458       58,458      313,000     53,305       53,305       313,000
     15          101,959          63,777       63,777      317,500     56,916       56,916       317,500

     16          111,782          69,039       69,039      322,000     60,350       60,350       322,000
     17          122,096          74,366       74,366      326,500     63,557       63,557       326,500
     18          132,926          79,757       79,757      331,000     66,463       66,463       331,000
     19          144,297          85,202       85,202      335,500     68,986       68,986       335,500
     20          156,237          90,693       90,693      340,000     71,036       71,036       340,000

     25          225,511         117,175      117,175      362,500     70,404       70,404       362,500
     30          313,924         138,179      138,179      385,000     31,287       31,287       385,000
 <FN>

   *  THESE  VALUES  REFLECT INVESTMENT  RESULTS USING  CURRENT COST  OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS  USING GUARANTEED COST OF  INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 ***  IF  YOU SURRENDER YOUR  POLICY DURING THE  FIRST TWO POLICY  YEARS, YOU WILL
      RECEIVE A REFUND IN ADDITION TO THE  CASH VALUES SHOWN. THE REFUND PLUS  THE
      CASH VALUE WOULD BE $2,478 IN YEAR ONE AND $6,032 IN YEAR TWO.
 THESE VALUES REFLECT FRONT-END SALES LOADS OF 50% IN YEAR 1, 11% IN YEARS 2
 THROUGH 10 AND 3% THEREAFTER. THE SURRENDER CHARGE EFFECTIVE IN ANY YEAR CAN BE
 DETERMINED BY SUBTRACTING THE CASH SURRENDER VALUE FROM THE ACCOUNT VALUE.

</TABLE>

    THE DEATH BENEFIT MAY, AND THE ACCOUNT VALUES AND CASH SURRENDER VALUES WILL
DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.

    THE  HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN  THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL RATE OF INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGED 6% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW  THAT AVERAGE  FOR INDIVIDUAL  POLICY YEARS.  THE DEATH  BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE  SHOWN,  DEPENDING  ON THE  INVESTMENT  ALLOCATIONS MADE  TO  THE SEPARATE
ACCOUNT AND THE RATES OF RETURN OF  THE SEPARATE ACCOUNT IF THE ACTUAL RATES  OF
INVESTMENT  RETURN APPLICABLE  TO THE  POLICY AVERAGED  6%, BUT  VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE  THAT
THIS  HYPOTHETICAL RATE OF RETURN CAN BE  ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.

                                       49
<PAGE>
                        HARTFORD LIFE INSURANCE COMPANY
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                    DEATH BENEFIT OPTION: RETURN OF PREMIUM
                           GUARANTEE PERIOD: 10 YEARS
                              $250,000 FACE AMOUNT
                          ISSUE AGE 45 MALE PREFERRED
                            $4,500 SCHEDULED PREMIUM
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.30% NET)

<TABLE>
<CAPTION>
                                        CURRENT CHARGES*                    GUARANTEED CHARGES**
               PREMIUMS       ------------------------------------   -----------------------------------
  END OF      ACCUMULATED                      CASH                                 CASH
  POLICY    AT 5% INTEREST      ACCOUNT     SURRENDER      DEATH      ACCOUNT    SURRENDER      DEATH
   YEAR        PER YEAR          VALUE        VALUE       BENEFIT      VALUE       VALUE       BENEFIT
  -------   ---------------   -----------   ----------   ---------   ---------   ----------   ----------
  <S>       <C>               <C>           <C>          <C>         <C>         <C>          <C>
      1            4,725           1,863            0***   254,500      1,863            0***    254,500
      2            9,686           5,805        1,733***   259,000      5,805        1,733***    259,000
      3           14,896          10,029        6,466      263,500     10,029        6,466       263,500
      4           20,365          14,611       11,557      268,000     14,611       11,557       268,000
      5           26,109          19,618       17,073      272,500     19,618       17,073       272,500

      6           32,139          25,111       23,075      277,000     25,111       23,075       277,000
      7           38,471          31,152       29,625      281,500     31,152       29,625       281,500
      8           45,120          37,815       36,797      286,000     37,815       36,797       286,000
      9           52,101          45,162       44,653      290,500     45,162       44,653       290,500
     10           59,431          53,252       53,252      295,000     53,252       53,252       295,000

     11           67,127          62,461       62,461      299,500     61,416       61,416       299,500
     12           75,208          72,536       72,536      304,000     70,272       70,272       304,000
     13           83,694          83,549       83,549      308,500     79,898       79,898       308,500
     14           92,604          95,617       95,617      313,000     90,367       90,367       313,000
     15          101,959         108,867      108,867      317,500    101,766      101,766       317,500

     16          111,782         123,335      123,335      322,000    114,191      114,191       322,000
     17          122,096         139,283      139,283      326,500    127,759      127,759       326,500
     18          132,926         156,899      156,899      331,000    142,593      142,593       331,000
     19          144,297         176,385      176,385      335,500    158,844      158,844       335,500
     20          156,237         197,974      197,974      348,109    176,698      176,698       340,000

     25          225,511         340,685      340,685      531,980    294,635      294,635       460,073
     30          313,924         561,701      561,701      791,523    466,175      466,175       656,912
 <FN>

   *  THESE VALUES  REFLECT INVESTMENT  RESULTS USING  CURRENT COST  OF  INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 ***  IF YOU SURRENDER YOUR POLICY DURING THE FIRST TWO POLICY YEARS, YOU WILL
      RECEIVE A REFUND IN ADDITION TO THE CASH VALUES SHOWN. THE REFUND PLUS THE
      CASH VALUE WOULD BE $2,596 IN YEAR ONE AND $6,484 IN YEAR TWO.
 THESE VALUES REFLECT FRONT-END SALES LOADS OF 50% IN YEAR 1, 11% IN YEARS 2
 THROUGH 10 AND 3% THEREAFTER. THE SURRENDER CHARGE EFFECTIVE IN ANY YEAR CAN BE
 DETERMINED BY SUBTRACTING THE CASH SURRENDER VALUE FROM THE ACCOUNT VALUE.

</TABLE>

    THE DEATH BENEFIT MAY, AND THE ACCOUNT VALUES AND CASH SURRENDER VALUES WILL
DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.

    THE  HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN  THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL RATE OF INVESTMENT RETURN
APPLICABLE TO  THE  POLICY  AVERAGED  12%  OVER A  PERIOD  OF  YEARS,  BUT  ALSO
FLUCTUATED  ABOVE OR BELOW  THAT AVERAGE FOR INDIVIDUAL  POLICY YEARS. THE DEATH
BENEFIT, ACCOUNT  VALUE AND  CASH SURRENDER  VALUE FOR  A POLICY  WOULD ALSO  BE
DIFFERENT  FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNT AND THE RATES OF RETURN  OF THE SEPARATE ACCOUNT IF THE  ACTUAL
RATES  OF INVESTMENT  RETURN APPLICABLE TO  THE POLICY AVERAGED  12%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR  THE SEPARATE ACCOUNT. NO REPRESENTATION CAN  BE
MADE  THAT THIS HYPOTHETICAL RATE OF RETURN CAN  BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.

                                       50
<PAGE>
                        HARTFORD LIFE INSURANCE COMPANY
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                          DEATH BENEFIT OPTION: LEVEL
                            GUARANTEE PERIOD: 1 YEAR
                              $250,000 FACE AMOUNT
                          ISSUE AGE 45 MALE PREFERRED
                            $4,000 SCHEDULED PREMIUM
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.70% NET)

   
<TABLE>
<CAPTION>
                                        CURRENT CHARGES*                    GUARANTEED CHARGES**
               PREMIUMS       ------------------------------------   -----------------------------------
  END OF      ACCUMULATED                      CASH                                 CASH
  POLICY    AT 5% INTEREST      ACCOUNT     SURRENDER      DEATH      ACCOUNT    SURRENDER      DEATH
   YEAR        PER YEAR          VALUE        VALUE       BENEFIT      VALUE       VALUE       BENEFIT
  -------   ---------------   -----------   ----------   ---------   ---------   ----------   ----------
  <S>       <C>               <C>           <C>          <C>         <C>         <C>          <C>
      1            4,200           3,169        2,769      250,000      3,169        2,769       250,000
      2            8,610           6,361        6,006      250,000      5,932        5,576       250,000
      3           13,241           9,381        9,070      250,000      8,589        8,278       250,000
      4           18,103          12,273       12,003      250,000     11,138       10,872       250,000
      5           23,208          15,067       14,844      250,000     13,574       13,351       250,000

      6           28,568          17,780       17,603      250,000     15,884       15,706       250,000
      7           34,196          20,422       20,289      250,000     18,062       17,929       250,000
      8           40,106          23,008       22,919      250,000     20,094       20,006       250,000
      9           46,312          25,529       25,485      250,000     21,969       21,924       250,000
     10           52,827          27,976       27,976      250,000     23,670       23,670       250,000

     11           59,669          30,273       30,273      250,000     25,185       25,185       250,000
     12           66,852          32,416       32,416      250,000     26,503       26,503       250,000
     13           74,395          34,379       34,379      250,000     27,617       27,617       250,000
     14           82,314          36,168       36,168      250,000     28,506       28,506       250,000
     15           90,630          37,782       37,782      250,000     29,148       29,148       250,000

     16           99,361          39,109       39,109      250,000     29,517       29,517       250,000
     17          108,530          40,264       40,264      250,000     29,583       29,583       250,000
     18          118,156          41,244       41,244      250,000     29,304       29,304       250,000
     19          128,264          42,039       42,039      250,000     28,631       28,631       250,000
     20          138,877          42,640       42,640      250,000     27,516       27,516       250,000

     25          200,454          41,273       41,273      250,000     13,475       13,475       250,000
     30          279,043          29,429       29,429      250,000         --           --             0
 <FN>
   *  THESE VALUES  REFLECT INVESTMENT  RESULTS USING  CURRENT COST  OF  INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE  VALUES REFLECT INVESTMENT RESULTS  USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 THESE VALUES REFLECT  FRONT-END SALES  LOADS OF 0%  IN ALL  YEARS. THE  SURRENDER
 CHARGE  EFFECTIVE IN ANY YEAR CAN BE DETERMINED BY SUBTRACTING THE CASH SURRENDER
 VALUE FROM THE ACCOUNT VALUE.

</TABLE>
    

    THE DEATH BENEFIT MAY, AND THE ACCOUNT VALUES AND CASH SURRENDER VALUES WILL
DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.

    THE HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN  THIS
PROSPECTUS  ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE  FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL RATE OF INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGED 0% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE  OR BELOW  THAT AVERAGE  FOR INDIVIDUAL  POLICY YEARS.  THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN,  DEPENDING  ON THE  INVESTMENT  ALLOCATIONS MADE  TO  THE  SEPARATE
ACCOUNT  AND THE RATES OF RETURN OF THE  SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE  TO THE  POLICY AVERAGED  0%, BUT  VARIED ABOVE  OR
BELOW  THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE  ACHIEVED FOR ANY ONE YEAR OR  SUSTAINED
OVER ANY PERIOD OF TIME.

                                       51
<PAGE>
                        HARTFORD LIFE INSURANCE COMPANY
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                          DEATH BENEFIT OPTION: LEVEL
                            GUARANTEE PERIOD: 1 YEAR
                              $250,000 FACE AMOUNT
                          ISSUE AGE 45 MALE PREFERRED
                            $4,000 SCHEDULED PREMIUM
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.30% NET)

<TABLE>
<CAPTION>
                                        CURRENT CHARGES*                    GUARANTEED CHARGES**
               PREMIUMS       ------------------------------------   -----------------------------------
  END OF      ACCUMULATED                      CASH                                 CASH
  POLICY    AT 5% INTEREST      ACCOUNT     SURRENDER      DEATH      ACCOUNT    SURRENDER      DEATH
   YEAR        PER YEAR          VALUE        VALUE       BENEFIT      VALUE       VALUE       BENEFIT
  -------   ---------------   -----------   ----------   ---------   ---------   ----------   ----------
  <S>       <C>               <C>           <C>          <C>         <C>         <C>          <C>
      1            4,200           3,380        2,980      250,000      3,380        2,769       250,000
      2            8,610           6,984        6,628      250,000      6,541        5,576       250,000
      3           13,241          10,621       10,310      250,000      9,779        8,278       250,000
      4           18,103          14,336       14,070      250,000     13,093       10,872       250,000
      5           23,208          18,163       17,941      250,000     16,480       13,351       250,000

      6           28,568          22,125       21,947      250,000     19,932       15,706       250,000
      7           34,196          26,235       26,102      250,000     23,444       17,929       250,000
      8           40,106          30,516       30,427      250,000     27,007       20,006       250,000
      9           46,312          34,968       34,924      250,000     30,610       21,924       250,000
     10           52,827          39,589       39,589      250,000     34,241       34,241       250,000

     11           59,669          44,313       44,313      250,000     37,891       37,891       250,000
     12           66,852          49,143       49,143      250,000     41,552       41,552       250,000
     13           74,395          54,063       54,063      250,000     45,221       45,221       250,000
     14           82,314          59,083       59,083      250,000     48,881       48,881       250,000
     15           90,630          64,213       64,213      250,000     52,519       52,519       250,000

     16           99,361          69,363       69,363      250,000     56,112       56,112       250,000
     17          108,530          74,644       74,644      250,000     59,641       59,641       250,000
     18          118,156          80,064       80,064      250,000     63,074       63,074       250,000
     19          128,264          85,631       85,631      250,000     66,375       66,375       250,000
     20          138,877          91,354       91,354      250,000     69,510       69,510       250,000

     25          200,454         121,950      121,950      250,000     81,501       81,501       250,000
     30          279,043         156,846      156,846      250,000     80,759       80,759       250,000
 <FN>

   *  THESE  VALUES  REFLECT INVESTMENT  RESULTS USING  CURRENT COST  OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS  USING GUARANTEED COST OF  INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 THESE VALUES REFLECT FRONT-END SALES LOADS OF 0% IN ALL YEARS. THE SURRENDER
 CHARGE EFFECTIVE IN ANY YEAR CAN BE DETERMINED BY SUBTRACTING THE CASH SURRENDER
 VALUE FROM THE ACCOUNT VALUE.

</TABLE>

    THE DEATH BENEFIT MAY, AND THE ACCOUNT VALUES AND CASH SURRENDER VALUES WILL
DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.

    THE  HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN  THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL RATE OF INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGED 6% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW  THAT AVERAGE  FOR INDIVIDUAL  POLICY YEARS.  THE DEATH  BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE  SHOWN,  DEPENDING  ON THE  INVESTMENT  ALLOCATIONS MADE  TO  THE SEPARATE
ACCOUNT AND THE RATES OF RETURN OF  THE SEPARATE ACCOUNT IF THE ACTUAL RATES  OF
INVESTMENT  RETURN APPLICABLE  TO THE  POLICY AVERAGED  6%, BUT  VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE  THAT
THIS  HYPOTHETICAL RATE OF RETURN CAN BE  ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.

                                       52
<PAGE>
                        HARTFORD LIFE INSURANCE COMPANY
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                          DEATH BENEFIT OPTION: LEVEL
                            GUARANTEE PERIOD: 1 YEAR
                              $250,000 FACE AMOUNT
                          ISSUE AGE 45 MALE PREFERRED
                            $4,000 SCHEDULED PREMIUM
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.30% NET)

<TABLE>
<CAPTION>
                                        CURRENT CHARGES*                    GUARANTEED CHARGES**
               PREMIUMS       ------------------------------------   -----------------------------------
  END OF      ACCUMULATED                      CASH                                 CASH
  POLICY    AT 5% INTEREST      ACCOUNT     SURRENDER      DEATH      ACCOUNT    SURRENDER      DEATH
   YEAR        PER YEAR          VALUE        VALUE       BENEFIT      VALUE       VALUE       BENEFIT
  -------   ---------------   -----------   ----------   ---------   ---------   ----------   ----------
  <S>       <C>               <C>           <C>          <C>         <C>         <C>          <C>
      1            4,200           3,591        3,191      250,000      3,591        3,191       250,000
      2            8,610           7,632        7,277      250,000      7,177        6,821       250,000
      3           13,241          11,964       11,653      250,000     11,071       10,760       250,000
      4           18,103          16,662       16,396      250,000     15,303       15,036       250,000
      5           23,208          21,797       21,575      250,000     19,904       19,682       250,000

      6           28,568          27,434       27,256      250,000     24,902       24,725       250,000
      7           34,196          33,635       33,502      250,000     30,335       30,202       250,000
      8           40,106          40,476       40,387      250,000     36,239       36,150       250,000
      9           46,312          48,019       47,975      250,000     42,655       42,610       250,000
     10           52,827          56,330       56,330      250,000     49,631       49,631       250,000

     11           59,669          65,425       65,425      250,000     57,226       57,226       250,000
     12           66,852          75,392       75,392      250,000     65,505       65,505       250,000
     13           74,395          86,314       86,314      250,000     74,553       74,553       250,000
     14           82,314          98,312       98,312      250,000     84,454       84,454       250,000
     15           90,630         111,522      111,522      250,000     95,310       95,310       250,000

     16           99,361         126,021      126,021      250,000    107,234      107,234       250,000
     17          108,530         141,984      141,984      270,088    120,365      120,365       250,000
     18          118,156         159,409      159,409      295,216    134,859      134,859       250,000
     19          128,264         178,423      178,423      321,872    150,716      150,716       271,890
     20          138,877         199,168      199,168      350,210    167,837      167,837       295,118

     25          200,454         333,820      333,820      521,260    275,617      275,617       430,376
     30          279,043         537,823      537,823      757,875    429,094      429,094       604,659
 <FN>

   *  THESE VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 THESE VALUES REFLECT FRONT-END SALES LOADS OF 0% IN ALL YEARS. THE SURRENDER
 CHARGE EFFECTIVE IN ANY YEAR CAN BE DETERMINED BY SUBTRACTING THE CASH SURRENDER
 VALUE FROM THE ACCOUNT VALUE.

</TABLE>

    THE DEATH BENEFIT MAY, AND THE ACCOUNT VALUES AND CASH SURRENDER VALUES WILL
DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.

    THE HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN  THIS
PROSPECTUS  ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE  FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL RATE OF INVESTMENT RETURN
APPLICABLE  TO  THE  POLICY  AVERAGED  12% OVER  A  PERIOD  OF  YEARS,  BUT ALSO
FLUCTUATED ABOVE OR BELOW  THAT AVERAGE FOR INDIVIDUAL  POLICY YEARS. THE  DEATH
BENEFIT,  ACCOUNT VALUE  AND CASH  SURRENDER VALUE  FOR A  POLICY WOULD  ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO  THE
SEPARATE  ACCOUNT AND THE RATES OF RETURN  OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT  RETURN APPLICABLE TO  THE POLICY AVERAGED  12%, BUT  VARIED
ABOVE  OR BELOW THAT AVERAGE FOR THE  SEPARATE ACCOUNT. NO REPRESENTATION CAN BE
MADE THAT THIS HYPOTHETICAL RATE OF RETURN  CAN BE ACHIEVED FOR ANY ONE YEAR  OR
SUSTAINED OVER ANY PERIOD OF TIME.

                                       53
<PAGE>
                        HARTFORD LIFE INSURANCE COMPANY
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                 DEATH BENEFIT OPTION: RETURN OF ACCOUNT VALUE
                            GUARANTEE PERIOD: 1 YEAR
                              $250,000 FACE AMOUNT
                          ISSUE AGE 45 MALE PREFERRED
                            $4,500 SCHEDULED PREMIUM
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.70% NET)

   
<TABLE>
<CAPTION>
                                        CURRENT CHARGES*                    GUARANTEED CHARGES**
               PREMIUMS       ------------------------------------   -----------------------------------
  END OF      ACCUMULATED                      CASH                                 CASH
  POLICY    AT 5% INTEREST      ACCOUNT     SURRENDER      DEATH      ACCOUNT    SURRENDER      DEATH
   YEAR        PER YEAR          VALUE        VALUE       BENEFIT      VALUE       VALUE       BENEFIT
  -------   ---------------   -----------   ----------   ---------   ---------   ----------   ----------
  <S>       <C>               <C>           <C>          <C>         <C>         <C>          <C>
      1            4,725           3,645        3,195      253,645      3,645        3,195       253,645
      2            9,686           7,298        6,898      257,298      6,859        6,459       256,859
      3           14,896          10,759       10,409      260,759      9,947        9,597       259,947
      4           20,365          14,073       13,773      264,073     12,905       12,605       262,905
      5           26,109          17,268       17,018      267,268     15,727       15,477       265,727

      6           32,139          20,366       20,166      270,366     18,400       18,200       268,400
      7           38,471          23,372       23,222      273,372     20,915       20,765       270,915
      8           45,120          26,303       26,203      276,303     23,256       23,156       273,256
      9           52,101          29,152       29,102      279,152     25,407       25,357       275,407
     10           59,431          31,906       31,906      281,906     27,352       27,352       277,352

     11           67,127          34,478       34,478      284,478     29,075       29,075       279,075
     12           75,208          36,861       36,861      286,861     30,563       30,563       280,563
     13           83,694          39,025       39,025      289,025     31,806       31,806       281,806
     14           92,604          40,972       40,972      290,972     32,783       32,783       282,783
     15          101,959          42,701       42,701      292,701     33,471       33,471       283,471

     16          111,782          44,078       44,078      294,078     33,838       33,838       283,838
     17          122,096          45,240       45,240      295,240     33,857       33,857       283,857
     18          132,926          46,181       46,181      296,181     33,483       33,483       283,483
     19          144,297          46,890       46,890      296,890     32,668       32,668       282,668
     20          156,237          47,358       47,358      297,358     31,369       31,369       281,369

     25          225,511          44,420       44,420      294,420     16,281       16,281       266,281
     30          313,924          29,833       29,833      279,833         --           --             0
 <FN>
   *  THESE  VALUES  REFLECT INVESTMENT  RESULTS USING  CURRENT COST  OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS  USING GUARANTEED COST OF  INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 THESE VALUES REFLECT FRONT-END SALES LOADS OF 0% IN ALL YEARS. THE SURRENDER
 CHARGE EFFECTIVE IN ANY YEAR CAN BE DETERMINED BY SUBTRACTING THE CASH SURRENDER
 VALUE FROM THE ACCOUNT VALUE.

</TABLE>
    

    THE DEATH BENEFIT MAY, AND THE ACCOUNT VALUES AND CASH SURRENDER VALUES WILL
DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.

    THE  HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN  THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL RATE OF INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGED 0% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW  THAT AVERAGE  FOR INDIVIDUAL  POLICY YEARS.  THE DEATH  BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE  SHOWN,  DEPENDING  ON THE  INVESTMENT  ALLOCATIONS MADE  TO  THE SEPARATE
ACCOUNT AND THE RATES OF RETURN OF  THE SEPARATE ACCOUNT IF THE ACTUAL RATES  OF
INVESTMENT  RETURN APPLICABLE  TO THE  POLICY AVERAGED  0%, BUT  VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE  THAT
THIS  HYPOTHETICAL RATE OF RETURN CAN BE  ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.

                                       54
<PAGE>
                        HARTFORD LIFE INSURANCE COMPANY
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                 DEATH BENEFIT OPTION: RETURN OF ACCOUNT VALUE
                            GUARANTEE PERIOD: 1 YEAR
                              $250,000 FACE AMOUNT
                          ISSUE AGE 45 MALE PREFERRED
                            $4,500 SCHEDULED PREMIUM
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.30% NET)

   
<TABLE>
<CAPTION>
                                        CURRENT CHARGES*                    GUARANTEED CHARGES**
               PREMIUMS       ------------------------------------   -----------------------------------
  END OF      ACCUMULATED                      CASH                                 CASH
  POLICY    AT 5% INTEREST      ACCOUNT     SURRENDER      DEATH      ACCOUNT    SURRENDER      DEATH
   YEAR        PER YEAR          VALUE        VALUE       BENEFIT      VALUE       VALUE       BENEFIT
  -------   ---------------   -----------   ----------   ---------   ---------   ----------   ----------
  <S>       <C>               <C>           <C>          <C>         <C>         <C>          <C>
      1            4,725           3,885        3,435      253,885      3,885        3,435       253,885
      2            9,686           8,007        7,607      258,007      7,553        7,153       257,553
      3           14,896          12,171       11,821      262,171     11,305       10,955       261,305
      4           20,365          16,420       16,120      266,420     15,136       14,836       265,136
      5           26,109          20,787       20,537      270,787     19,043       18,793       269,043

      6           32,139          25,295       25,095      275,295     23,012       22,812       273,012
      7           38,471          29,956       29,806      279,956     27,034       26,884       277,034
      8           45,120          34,793       34,693      284,793     31,093       30,993       281,093
      9           52,101          39,804       39,754      289,804     35,172       35,122       285,172
     10           59,431          44,981       44,981      294,981     39,251       39,251       289,251

     11           67,127          50,241       50,241      300,241     43,311       43,311       293,311
     12           75,208          55,578       55,578      305,578     47,332       47,332       297,332
     13           83,694          60,959       60,959      310,959     51,302       51,302       301,302
     14           92,604          66,388       66,388      316,388     55,189       55,189       305,189
     15          101,959          71,859       71,859      321,859     58,963       58,963       308,963

     16          111,782          77,234       77,234      327,234     62,581       62,581       312,581
     17          122,096          82,643       82,643      332,643     66,004       66,004       316,004
     18          132,926          88,079       88,079      338,079     69,171       69,171       319,171
     19          144,297          93,527       93,527      343,527     72,014       72,014       322,014
     20          156,237          98,976       98,976      348,976     74,469       74,469       324,469

     25          225,511         124,243      124,243      374,243     78,534       78,534       328,534
     30          313,924         141,839      141,839      391,839     58,468       58,468       308,468
 <FN>

   *  THESE VALUES  REFLECT INVESTMENT  RESULTS USING  CURRENT COST  OF  INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE  VALUES REFLECT INVESTMENT RESULTS  USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 THESE VALUES REFLECT FRONT-END SALES LOADS OF 0% IN ALL YEARS. THE SURRENDER
 CHARGE EFFECTIVE IN ANY YEAR CAN BE DETERMINED BY SUBTRACTING THE CASH SURRENDER
 VALUE FROM THE ACCOUNT VALUE.

</TABLE>
    

    THE DEATH BENEFIT MAY, AND THE ACCOUNT VALUES AND CASH SURRENDER VALUES WILL
DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.

    THE HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN  THIS
PROSPECTUS  ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE  FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL RATE OF INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGED 6% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE  OR BELOW  THAT AVERAGE  FOR INDIVIDUAL  POLICY YEARS.  THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN,  DEPENDING  ON THE  INVESTMENT  ALLOCATIONS MADE  TO  THE  SEPARATE
ACCOUNT  AND THE RATES OF RETURN OF THE  SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE  TO THE  POLICY AVERAGED  6%, BUT  VARIED ABOVE  OR
BELOW  THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE  ACHIEVED FOR ANY ONE YEAR OR  SUSTAINED
OVER ANY PERIOD OF TIME.

                                       55
<PAGE>
                        HARTFORD LIFE INSURANCE COMPANY
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                 DEATH BENEFIT OPTION: RETURN OF ACCOUNT VALUE
                            GUARANTEE PERIOD: 1 YEAR
                              $250,000 FACE AMOUNT
                          ISSUE AGE 45 MALE PREFERRED
                            $4,500 SCHEDULED PREMIUM
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.30% NET)

   
<TABLE>
<CAPTION>
                                        CURRENT CHARGES*                     GUARANTEED CHARGES**
               PREMIUMS       ------------------------------------   -------------------------------------
  END OF      ACCUMULATED                      CASH                                  CASH
  POLICY    AT 5% INTEREST      ACCOUNT     SURRENDER      DEATH      ACCOUNT      SURRENDER      DEATH
   YEAR        PER YEAR          VALUE        VALUE       BENEFIT      VALUE         VALUE       BENEFIT
  -------   ---------------   -----------   ----------   ---------   ----------   -----------   ----------
  <S>       <C>               <C>           <C>          <C>         <C>          <C>           <C>
      1            4,725           4,125        3,675      254,125       4,125         3,675       254,125
      2            9,686           8,745        8,345      258,745       8,278         7,878       258,278
      3           14,896          13,699       13,349      263,699      12,779        12,429       262,779
      4           20,365          19,065       18,765      269,065      17,658        17,358       267,658
      5           26,109          24,913       24,663      274,913      22,944        22,694       272,944

      6           32,139          31,314       31,114      281,314      28,665        28,465       278,665
      7           38,471          38,330       38,180      288,330      34,851        34,701       284,851
      8           45,120          46,040       45,940      296,040      41,532        41,432       291,532
      9           52,101          54,506       54,456      304,506      48,740        48,690       298,740
     10           59,431          63,791       63,791      313,791      56,507        56,507       306,507

     11           67,127          73,886       73,886      323,886      64,872        64,872       314,872
     12           75,208          84,863       84,863      334,863      73,876        73,876       323,876
     13           83,694          96,778       96,778      346,778      83,574        83,574       333,574
     14           92,604         109,728      109,728      359,728      94,007        94,007       344,007
     15          101,959         123,811      123,811      373,811     105,225       105,225       355,225

     16          111,782         139,001      139,001      389,001     117,269       117,269       367,269
     17          122,096         155,550      155,550      405,550     130,189       130,189       380,189
     18          132,926         173,588      173,588      423,588     144,022       144,022       394,022
     19          144,297         193,253      193,253      443,253     158,805       158,805       408,805
     20          156,237         214,700      214,700      464,700     174,583       174,583       424,583

     25          225,511         353,605      353,605      603,605     270,448       270,448       520,448
     30          313,924         564,675      564,675      814,675     398,231       398,231       648,231
 <FN>

   *  THESE  VALUES  REFLECT INVESTMENT  RESULTS USING  CURRENT COST  OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS  USING GUARANTEED COST OF  INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 THESE VALUES REFLECT FRONT-END SALES LOADS OF 0% IN ALL YEARS. THE SURRENDER
 CHARGE EFFECTIVE IN ANY YEAR CAN BE DETERMINED BY SUBTRACTING THE CASH SURRENDER
 VALUE FROM THE ACCOUNT VALUE.

</TABLE>
    

    THE DEATH BENEFIT MAY, AND THE ACCOUNT VALUES AND CASH SURRENDER VALUES WILL
DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.

    THE  HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN  THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL RATE OF INVESTMENT RETURN
APPLICABLE TO  THE  POLICY  AVERAGED  12%  OVER A  PERIOD  OF  YEARS,  BUT  ALSO
FLUCTUATED  ABOVE OR BELOW  THAT AVERAGE FOR INDIVIDUAL  POLICY YEARS. THE DEATH
BENEFIT, ACCOUNT  VALUE AND  CASH SURRENDER  VALUE FOR  A POLICY  WOULD ALSO  BE
DIFFERENT  FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNT AND THE RATES OF RETURN  OF THE SEPARATE ACCOUNT IF THE  ACTUAL
RATES  OF INVESTMENT  RETURN APPLICABLE TO  THE POLICY AVERAGED  12%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR  THE SEPARATE ACCOUNT. NO REPRESENTATION CAN  BE
MADE  THAT THIS HYPOTHETICAL RATE OF RETURN CAN  BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.

                                       56
<PAGE>
                        HARTFORD LIFE INSURANCE COMPANY
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                    DEATH BENEFIT OPTION: RETURN OF PREMIUM
                            GUARANTEE PERIOD: 1 YEAR
                              $250,000 FACE AMOUNT
                          ISSUE AGE 45 MALE PREFERRED
                            $4,300 SCHEDULED PREMIUM
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.70% NET)

   
<TABLE>
<CAPTION>
                                        CURRENT CHARGES*                     GUARANTEED CHARGES**
               PREMIUMS       ------------------------------------   -------------------------------------
  END OF      ACCUMULATED                      CASH                                  CASH
  POLICY    AT 5% INTEREST      ACCOUNT     SURRENDER      DEATH      ACCOUNT      SURRENDER      DEATH
   YEAR        PER YEAR          VALUE        VALUE       BENEFIT      VALUE         VALUE       BENEFIT
  -------   ---------------   -----------   ----------   ---------   ----------   -----------   ----------
  <S>       <C>               <C>           <C>          <C>         <C>          <C>           <C>
      1            4,515           3,452        3,022      254,300       3,452         3,022       254,300
      2            9,256           6,912        6,530      258,600       6,470         6,088       258,600
      3           14,234          10,181        9,846      262,900       9,360         9,025       262,900
      4           19,460          13,301       13,014      267,200      12,116        11,830       267,200
      5           24,948          16,301       16,062      271,500      14,730        14,492       271,500

      6           30,711          19,200       19,009      275,800      17,187        16,996       275,800
      7           36,761          22,005       21,861      280,100      19,475        19,332       280,100
      8           43,114          24,732       24,636      284,400      21,574        21,479       284,400
      9           49,785          27,372       27,325      288,700      23,466        23,418       288,700
     10           56,789          29,911       29,911      293,000      25,127        25,127       293,000

     11           64,144          32,258       32,258      297,300      26,536        26,536       297,300
     12           71,866          34,399       34,399      301,600      27,671        27,671       301,600
     13           79,974          36,299       36,299      305,900      28,515        28,515       305,900
     14           88,488          37,957       37,957      310,200      29,035        29,035       310,200
     15           97,427          39,366       39,366      314,500      29,193        29,193       314,500

     16          106,814          40,370       40,370      318,800      28,941        28,941       318,800
     17          116,669          41,111       41,111      323,100      28,231        28,231       323,100
     18          127,018          41,576       41,576      327,400      26,987        26,987       327,400
     19          137,884          41,742       41,742      331,700      25,128        25,128       331,700
     20          149,293          41,590       41,590      336,000      22,567        22,567       336,000

     25          215,488          33,464       33,464      357,500          --            --             0
     30          299,971           6,350        6,350      379,000          --            --             0
 <FN>
   *  THESE VALUES  REFLECT INVESTMENT  RESULTS USING  CURRENT COST  OF  INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE  VALUES REFLECT INVESTMENT RESULTS  USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 THESE VALUES REFLECT  FRONT-END SALES  LOADS OF 0%  IN ALL  YEARS. THE  SURRENDER
 CHARGE  EFFECTIVE IN ANY YEAR CAN BE DETERMINED BY SUBTRACTING THE CASH SURRENDER
 VALUE FROM THE ACCOUNT VALUE.

</TABLE>
    

    THE DEATH BENEFIT MAY, AND THE ACCOUNT VALUES AND CASH SURRENDER VALUES WILL
DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.

    THE HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN  THIS
PROSPECTUS  ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE  FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL RATE OF INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGED 0% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE  OR BELOW  THAT AVERAGE  FOR INDIVIDUAL  POLICY YEARS.  THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN,  DEPENDING  ON THE  INVESTMENT  ALLOCATIONS MADE  TO  THE  SEPARATE
ACCOUNT  AND THE RATES OF RETURN OF THE  SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE  TO THE  POLICY AVERAGED  0%, BUT  VARIED ABOVE  OR
BELOW  THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE  ACHIEVED FOR ANY ONE YEAR OR  SUSTAINED
OVER ANY PERIOD OF TIME.

                                       57
<PAGE>
                        HARTFORD LIFE INSURANCE COMPANY
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                    DEATH BENEFIT OPTION: RETURN OF PREMIUM
                            GUARANTEE PERIOD: 1 YEAR
                              $250,000 FACE AMOUNT
                          ISSUE AGE 45 MALE PREFERRED
                            $4,300 SCHEDULED PREMIUM
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.30% NET)

<TABLE>
<CAPTION>
                                        CURRENT CHARGES*                      GUARANTEED CHARGES**
               PREMIUMS       -------------------------------------   -------------------------------------
  END OF      ACCUMULATED                      CASH                                   CASH
  POLICY    AT 5% INTEREST      ACCOUNT      SURRENDER      DEATH      ACCOUNT      SURRENDER      DEATH
   YEAR        PER YEAR          VALUE         VALUE       BENEFIT      VALUE         VALUE       BENEFIT
  -------   ---------------   -----------   -----------   ---------   ----------   -----------   ----------
  <S>       <C>               <C>           <C>           <C>         <C>          <C>           <C>
      1            4,515           3,680         3,250      254,300       3,680         3,250       254,300
      2            9,256           7,587         7,205      258,600       7,131         6,749       258,600
      3           14,234          11,524        11,190      262,900      10,652        10,317       262,900
      4           19,460          15,536        15,249      267,200      14,239        13,952       267,200
      5           24,948          19,654        19,415      271,500      17,885        17,647       271,500

      6           30,711          23,901        23,710      275,800      21,579        21,388       275,800
      7           36,761          28,290        28,147      280,100      25,308        25,165       280,100
      8           43,114          32,843        32,747      284,400      29,055        28,960       284,400
      9           49,785          37,558        37,511      288,700      32,802        32,755       288,700
     10           56,789          42,429        42,429      293,000      36,526        36,526       293,000

     11           64,144          47,372        47,372      297,300      40,205        40,205       297,300
     12           71,866          52,381        52,381      301,600      43,818        43,818       301,600
     13           79,974          57,425        57,425      305,900      47,346        47,346       305,900
     14           88,488          62,508        62,508      310,200      50,755        50,755       310,200
     15           97,427          67,626        67,626      314,500      54,009        54,009       314,500

     16          106,814          72,642        72,642      318,800      57,056        57,056       318,800
     17          116,669          77,687        77,687      323,100      59,846        59,846       323,100
     18          127,018          82,755        82,755      327,400      62,304        62,304       327,400
     19          137,884          87,832        87,832      331,700      64,345        64,345       331,700
     20          149,293          92,909        92,909      336,000      65,878        65,878       336,000

     25          215,488         116,368       116,368      357,500      62,038        62,038       357,500
     30          299,971         131,965       131,965      379,000      18,269        18,269       379,000
 <FN>

   *  THESE  VALUES  REFLECT INVESTMENT  RESULTS USING  CURRENT COST  OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS  USING GUARANTEED COST OF  INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 THESE  VALUES REFLECT  FRONT-END SALES  LOADS OF 0%  IN ALL  YEARS. THE SURRENDER
 CHARGE EFFECTIVE IN ANY YEAR CAN BE DETERMINED BY SUBTRACTING THE CASH  SURRENDER
 VALUE FROM THE ACCOUNT VALUE.

</TABLE>

    THE DEATH BENEFIT MAY, AND THE ACCOUNT VALUES AND CASH SURRENDER VALUES WILL
DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.

    THE  HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN  THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL RATE OF INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGED 6% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW  THAT AVERAGE  FOR INDIVIDUAL  POLICY YEARS.  THE DEATH  BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE  SHOWN,  DEPENDING  ON THE  INVESTMENT  ALLOCATIONS MADE  TO  THE SEPARATE
ACCOUNT AND THE RATES OF RETURN OF  THE SEPARATE ACCOUNT IF THE ACTUAL RATES  OF
INVESTMENT  RETURN APPLICABLE  TO THE  POLICY AVERAGED  6%, BUT  VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE  THAT
THIS  HYPOTHETICAL RATE OF RETURN CAN BE  ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.

                                       58
<PAGE>
                        HARTFORD LIFE INSURANCE COMPANY
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                    DEATH BENEFIT OPTION: RETURN OF PREMIUM
                            GUARANTEE PERIOD: 1 YEAR
                              $250,000 FACE AMOUNT
                          ISSUE AGE 45 MALE PREFERRED
                            $4,300 SCHEDULED PREMIUM
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.30% NET)

<TABLE>
<CAPTION>
                                        CURRENT CHARGES*                      GUARANTEED CHARGES**
               PREMIUMS       -------------------------------------   -------------------------------------
  END OF      ACCUMULATED                      CASH                                   CASH
  POLICY    AT 5% INTEREST      ACCOUNT      SURRENDER      DEATH      ACCOUNT      SURRENDER      DEATH
   YEAR        PER YEAR          VALUE         VALUE       BENEFIT      VALUE         VALUE       BENEFIT
  -------   ---------------   -----------   -----------   ---------   ----------   -----------   ----------
  <S>       <C>               <C>           <C>           <C>         <C>          <C>           <C>
      1            4,515           3,909         3,479      254,300       3,909         3,479       254,300
      2            9,256           8,289         7,907      258,600       7,820         7,438       258,600
      3           14,234          12,979        12,645      262,900      12,054        11,720       262,900
      4           19,460          18,056        17,769      267,200      16,639        16,352       267,200
      5           24,948          23,589        23,350      271,500      21,603        21,364       271,500

      6           30,711          29,648        29,456      275,800      26,972        26,781       275,800
      7           36,761          36,294        36,151      280,100      32,778        32,635       280,100
      8           43,114          43,608        43,512      284,400      39,052        38,957       284,400
      9           49,785          51,652        51,605      288,700      45,829        45,781       288,700
     10           56,789          60,492        60,492      293,000      53,146        53,146       293,000

     11           64,144          70,129        70,129      297,300      61,049        61,049       297,300
     12           71,866          80,646        80,646      301,600      69,593        69,593       301,600
     13           79,974          92,114        92,114      305,900      78,844        78,844       305,900
     14           88,488         104,650       104,650      310,200      88,869        88,869       310,200
     15           97,427         118,379       118,379      314,500      99,741        99,741       314,500

     16          106,814         133,337       133,337      318,800     111,544       111,544       318,800
     17          116,669         149,793       149,793      323,100     124,378       124,378       323,100
     18          127,018         167,931       167,931      327,400     138,349       138,349       327,400
     19          137,884         187,951       187,951      331,700     153,585       153,585       331,700
     20          149,293         209,902       209,902      336,000     170,246       170,246       336,000

     25          215,488         352,387       352,387      357,500     279,784       279,784       357,500
     30          299,971         568,266       568,266      379,000     437,080       437,080       379,000
 <FN>

   *  THESE VALUES  REFLECT INVESTMENT  RESULTS USING  CURRENT COST  OF  INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE  VALUES REFLECT INVESTMENT RESULTS  USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 THESE VALUES REFLECT  FRONT-END SALES  LOADS OF 0%  IN ALL  YEARS. THE  SURRENDER
 CHARGE  EFFECTIVE IN ANY YEAR CAN BE DETERMINED BY SUBTRACTING THE CASH SURRENDER
 VALUE FROM THE ACCOUNT VALUE.

</TABLE>

    THE DEATH BENEFIT MAY, AND THE ACCOUNT VALUES AND CASH SURRENDER VALUES WILL
DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.

    THE HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN  THIS
PROSPECTUS  ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE  FOR
A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF ACTUAL RATE OF INVESTMENT RETURN
APPLICABLE  TO  THE  POLICY  AVERAGED  12% OVER  A  PERIOD  OF  YEARS,  BUT ALSO
FLUCTUATED ABOVE OR BELOW  THAT AVERAGE FOR INDIVIDUAL  POLICY YEARS. THE  DEATH
BENEFIT,  ACCOUNT VALUE  AND CASH  SURRENDER VALUE  FOR A  POLICY WOULD  ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO  THE
SEPARATE  ACCOUNT AND THE RATES OF RETURN  OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT  RETURN APPLICABLE TO  THE POLICY AVERAGED  12%, BUT  VARIED
ABOVE  OR BELOW THAT AVERAGE FOR THE  SEPARATE ACCOUNT. NO REPRESENTATION CAN BE
MADE THAT THIS HYPOTHETICAL RATE OF RETURN  CAN BE ACHIEVED FOR ANY ONE YEAR  OR
SUSTAINED OVER ANY PERIOD OF TIME.

                                       59
<PAGE>
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Hartford Life Insurance Company
Separate Account VLI and to the
Owners of Units of Interest therein:

    We  have audited  the accompanying  statement of  assets and  liabilities of
Hartford Life Insurance Company  Separate Account VLI as  of December 31,  1994,
and the related statement of operations for the year then ended and statement of
changes in net assets for the year then ended and for the period from inception,
June  1,  1993,  to  December  31,  1993.  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  Insurance
Company  Separate  Account VLI  as  of December  31,  1994, the  results  of its
operations for the year  then ended and  the changes in its  net assets for  the
year then ended and for the period from inception, June 1, 1993, to December 31,
1993, in conformity with generally accepted accounting principles.

Hartford, Connecticut
February 10, 1995                                            Arthur Andersen LLP

                                       60
<PAGE>
                  THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY
<PAGE>
                              SEPARATE ACCOUNT-VLI

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

<TABLE>
<CAPTION>
                                      BOND FUND    STOCK FUND
                                     SUB-ACCOUNT   SUB-ACCOUNT
                                     -----------   -----------
<S>                                  <C>           <C>
ASSETS:
Investments
  Hartford Bond Fund, Inc.
    Shares  341,835
    Cost  $ 323,619
    Market Value...................   $ 316,546        --
  Hartford Stock Fund, Inc.
    Shares  627,805
    Cost  $1,810,285
    Market Value...................      --        $ 1,758,770
  HVA Money Market Fund, Inc.
    Shares 7,216,711
    Cost  $7,216,711
    Market Value...................      --            --
  Hartford Advisers Fund, Inc.
    Shares 1,480,553
    Cost  $2,463,174
    Market Value...................      --            --
  Hartford Aggressive Growth Fund,
   Inc.
    Shares  924,159
    Cost  $2,660,923
    Market Value...................      --            --
  Hartford Mortgage Securities
   Fund, Inc.
    Shares  502,504
    Cost  $ 512,236
    Market Value...................      --            --
  Hartford Index Fund, Inc.
    Shares  132,572
    Cost  $ 201,460
    Market Value...................      --            --
  Hartford International
   Opportunities Fund, Inc.
    Shares 1,695,428
    Cost  $2,025,065
    Market Value...................      --            --
  Due from Hartford Life Insurance
   Company.........................         264         27,285
                                     -----------   -----------
  Total Assets.....................     316,810      1,786,055
                                     -----------   -----------
LIABILITIES:
  Payable for fund shares
   purchased.......................         264         27,286
                                     -----------   -----------
  Total Liabilities................         264         27,286
                                     -----------   -----------
  Net Assets (variable life
   insurance contract
   liabilities)....................   $ 316,546    $ 1,758,769
                                     -----------   -----------
                                     -----------   -----------
Units Outstanding..................     314,861      1,639,035
Accumulation Unit Value at end of
  period...........................   $1.005351    $  1.073051
</TABLE>

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

                                       62
<PAGE>

<TABLE>
<CAPTION>
                                                                                     MORTGAGE
                                          MONEY                     AGGRESSIVE      SECURITIES                     INTERNATIONAL
                                       MARKET FUND  ADVISERS FUND   GROWTH FUND        FUND        INDEX FUND    OPPORTUNITIES FUND
                                       SUB-ACCOUNT   SUB-ACCOUNT    SUB-ACCOUNT    SUB-ACCOUNT     SUB-ACCOUNT      SUB-ACCOUNT
                                       -----------  -------------   -----------   --------------   -----------   ------------------
<S>                                    <C>          <C>             <C>           <C>              <C>           <C>
ASSETS:
Investments
  Hartford Bond Fund, Inc.
    Shares  341,835
    Cost  $ 323,619
    Market Value...................        --            --             --             --              --              --
  Hartford Stock Fund, Inc.
    Shares  627,805
    Cost  $1,810,285
    Market Value...................        --            --             --             --              --              --
  HVA Money Market Fund, Inc.
    Shares 7,216,711
    Cost  $7,216,711
    Market Value...................    $ 7,216,711       --             --             --              --              --
  Hartford Advisers Fund, Inc.
    Shares 1,480,553
    Cost  $2,463,174
    Market Value...................        --         $2,369,594        --             --              --              --
  Hartford Aggressive Growth Fund,
   Inc.
    Shares  924,159
    Cost  $2,660,923
    Market Value...................        --            --         $2,642,983         --              --
  Hartford Mortgage Securities
   Fund, Inc.
    Shares  502,504
    Cost  $ 512,236
    Market Value...................        --            --             --           $ 494,655         --              --
  Hartford Index Fund, Inc.
    Shares  132,572
    Cost  $ 201,460
    Market Value...................        --            --             --             --           $ 201,799          --
  Hartford International
   Opportunities Fund, Inc.
    Shares 1,695,428
    Cost  $2,025,065
    Market Value...................        --            --             --             --              --            $1,993,332
  Due from Hartford Life Insurance
   Company.........................        550,703        11,662        38,182         --               4,087            20,396
                                       -----------  -------------   -----------   --------------   -----------   ------------------
  Total Assets.....................      7,767,414     2,381,256     2,681,165         494,655        205,886         2,013,728
                                       -----------  -------------   -----------   --------------   -----------   ------------------
LIABILITIES:
  Payable for fund shares
   purchased.......................        550,597        11,662        38,163         --               4,087            20,388
                                       -----------  -------------   -----------   --------------   -----------   ------------------
  Total Liabilities................        550,597        11,662        38,163         --               4,087            20,388
                                       -----------  -------------   -----------   --------------   -----------   ------------------
  Net Assets (variable life
   insurance contract
   liabilities)....................    $ 7,216,817    $2,369,594    $2,643,002       $ 494,655      $ 201,799        $1,993,340
                                       -----------  -------------   -----------   --------------   -----------   ------------------
                                       -----------  -------------   -----------   --------------   -----------   ------------------
Units Outstanding..................      6,826,105     2,267,197     2,379,906         487,778        191,986         1,713,803
Accumulation Unit Value at end of
  period...........................    $  1.057238    $ 1.045165    $ 1.110549       $1.014098      $1.051111        $ 1.163109
</TABLE>

                                       63
<PAGE>
                              SEPARATE ACCOUNT-VLI

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

<TABLE>
<CAPTION>
                                      BOND FUND    STOCK FUND
                                     SUB-ACCOUNT   SUB-ACCOUNT
                                     -----------   -----------
<S>                                  <C>           <C>
INVESTMENT INCOME:
  Dividends........................    $ 6,922       $ 20,615
                                     -----------   -----------
    Net investment income (loss)...      6,922         20,615
                                     -----------   -----------
  Capital gains income.............        311         27,224
                                     -----------   -----------
NET REALIZED AND UNREALIZED GAIN
  (LOSS) ON INVESTMENTS:
  Net realized gain (loss) on
   security transactions...........       (195)          (175)
  Net unrealized appreciation
   (depreciation) of investments
   during the period...............     (7,019)       (60,514)
                                     -----------   -----------
  Net gains (losses) on
   investments.....................     (7,214)       (60,689)
                                     -----------   -----------
    Net increase (decrease) in net
     assets resulting from
     operations....................    $    19       $(12,850)
                                     -----------   -----------
                                     -----------   -----------
</TABLE>

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

                                       64
<PAGE>

<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>          <C>
INVESTMENT INCOME:
  Dividends........................     $99,860       $ 51,536      $  6,904       $ 20,821        $2,556          $ 17,054
                                      -----------  --------------  -----------  ---------------  -----------       --------
    Net investment income (loss)...      99,860         51,536         6,904         20,821         2,556            17,054
                                      -----------  --------------  -----------  ---------------  -----------       --------
  Capital gains income.............      --             17,202        73,831             23         --             --
                                      -----------  --------------  -----------  ---------------  -----------       --------
NET REALIZED AND UNREALIZED GAIN
  (LOSS) ON INVESTMENTS:
  Net realized gain (loss) on
   security transactions...........      --              1,897           240           (255)            2              (309)
  Net unrealized appreciation
   (depreciation) of investments
   during the period...............      --            (96,460)      (37,253)       (17,533)         (324)          (49,550)
                                      -----------  --------------  -----------  ---------------  -----------       --------
  Net gains (losses) on
   investments.....................      --            (94,563)      (37,013)       (17,788)         (322)          (49,859)
                                      -----------  --------------  -----------  ---------------  -----------       --------
    Net increase (decrease) in net
     assets resulting from
     operations....................     $99,860       $(25,825)     $ 43,722       $  3,056        $2,234          $(32,805)
                                      -----------  --------------  -----------  ---------------  -----------       --------
                                      -----------  --------------  -----------  ---------------  -----------       --------
</TABLE>

                                       65
<PAGE>
                              SEPARATE ACCOUNT-VLI

                        HARTFORD LIFE 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).....    $  6,922    $    20,615
  Capital gains income.............         311         27,224
  Net realized gain (loss) on
   security transactions...........        (195)          (175)
  Net unrealized appreciation
   (depreciation) of investments
   during the period...............      (7,019)       (60,514)
                                     -----------   -----------
  Net increase (decrease) in net
   assets resulting from
   operations......................          19        (12,850)
                                     -----------   -----------
UNIT TRANSACTIONS:
  Purchases........................      37,028        290,304
  Net transfers....................     272,187      1,294,999
  Surrenders.......................      (4,429)       (35,895)
  Loan withdrawals.................         (14)        (4,367)
  Cost of insurance................      (5,283)       (61,111)
                                     -----------   -----------
  Net increase (decrease) in net
   assets resulting from unit
   transactions....................     299,489      1,483,930
                                     -----------   -----------
  Total increase (decrease) in net
   assets..........................     299,508      1,471,080
NET ASSETS:
  Beginning of period..............      17,038        287,689
                                     -----------   -----------
  End of period....................    $316,546    $ 1,758,769
                                     -----------   -----------
                                     -----------   -----------
               HARTFORD LIFE INSURANCE COMPANY
              STATEMENT OF CHANGES IN NET ASSETS
      FROM INCEPTION (JUNE 1, 1993) TO DECEMBER 31, 1993

<CAPTION>
                                      BOND FUND    STOCK FUND
                                     SUB-ACCOUNT   SUB-ACCOUNT
                                     -----------   -----------
<S>                                  <C>           <C>
OPERATIONS:
  Net investment income (loss).....    $    111    $     1,527
  Capital gains income.............      --            --
  Net realized gain (loss) on
   security transactions...........          (4)           (45)
  Net unrealized appreciation
   (depreciation) of investments
   during the period...............         (54)         8,999
                                     -----------   -----------
  Net increase (decrease) in net
   assets resulting from
   operations......................          53         10,481
                                     -----------   -----------
UNIT TRANSACTIONS:
  Purchases........................         106        133,492
  Net transfers....................      17,142        149,434
  Surrenders.......................        (105)        (1,382)
  Loan withdrawals.................      --            --
  Cost of insurance................        (158)        (4,336)
                                     -----------   -----------
  Net increase (decrease) in net
   assets resulting from unit
   transactions....................      16,985        277,208
                                     -----------   -----------
  Total increase (decrease) in net
   assets..........................      17,038        287,689
NET ASSETS:
  Beginning of period..............      --            --
                                     -----------   -----------
  End of period....................    $ 17,038    $   287,689
                                     -----------   -----------
                                     -----------   -----------
</TABLE>

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

                                       66
<PAGE>
<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>          <C>
OPERATIONS:
  Net investment income (loss).....   $    99,860    $   51,536    $    6,904      $ 20,821       $  2,556        $   17,054
  Capital gains income.............       --             17,202        73,831            23         --              --
  Net realized gain (loss) on
   security transactions...........       --              1,897           240          (255)             2              (309)
  Net unrealized appreciation
   (depreciation) of investments
   during the period...............       --            (96,460)      (37,253)      (17,533)          (324)          (49,550)
                                      -----------  --------------  -----------  ---------------  -----------  ------------------
  Net increase (decrease) in net
   assets resulting from
   operations......................        99,860       (25,825)       43,722         3,056          2,234           (32,805)
                                      -----------  --------------  -----------  ---------------  -----------  ------------------
UNIT TRANSACTIONS:
  Purchases........................    20,258,603       434,023       701,847         6,854         68,645           487,568
  Net transfers....................   (13,565,371)    1,557,649     1,548,441       487,586        116,406         1,394,539
  Surrenders.......................      (142,419)      (40,579)      (85,763)       (3,931)        (6,167)          (56,052)
  Loan withdrawals.................      (435,997)      (26,091)       (2,817)      --              --                (5,771)
  Cost of insurance................      (265,027)      (51,186)     (109,663)       (3,376)        (8,623)          (65,611)
                                      -----------  --------------  -----------  ---------------  -----------  ------------------
  Net increase (decrease) in net
   assets resulting from unit
   transactions....................     5,849,789     1,873,816     2,052,045       487,133        170,261         1,754,673
                                      -----------  --------------  -----------  ---------------  -----------  ------------------
  Total increase (decrease) in net
   assets..........................     5,949,649     1,847,991     2,095,767       490,189        172,495         1,721,868
NET ASSETS:
  Beginning of period..............     1,267,168       521,603       547,235         4,466         29,304           271,472
                                      -----------  --------------  -----------  ---------------  -----------  ------------------
  End of period....................   $ 7,216,817    $2,369,594    $2,643,002      $494,655       $201,799        $1,993,340
                                      -----------  --------------  -----------  ---------------  -----------  ------------------
                                      -----------  --------------  -----------  ---------------  -----------  ------------------
                                                HARTFORD LIFE INSURANCE COMPANY
                                               STATEMENT OF CHANGES IN NET ASSETS
                                       FROM INCEPTION (JUNE 1, 1993) TO DECEMBER 31, 1993

<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>          <C>
OPERATIONS:
  Net investment income (loss).....   $     7,177    $    2,996    $      197      $     83       $    233        $      306
  Capital gains income.............       --            --             --           --              --              --
  Net realized gain (loss) on
   security transactions...........       --                 61           (68)          (10)           157              (155)
  Net unrealized appreciation
   (depreciation) of investments
   during the period...............       --              2,880        19,312           (48)           663            17,816
                                      -----------  --------------  -----------  ---------------  -----------  ------------------
  Net increase (decrease) in net
   assets resulting from
   operations......................         7,177         5,937        19,441            25          1,053            17,967
                                      -----------  --------------  -----------  ---------------  -----------  ------------------
UNIT TRANSACTIONS:
  Purchases........................     4,308,207         6,264       143,578       --               1,437            23,309
  Net transfers....................    (2,954,425)      541,175       405,980         4,714         28,179           240,704
  Surrenders.......................       (30,447)          412        (3,352)         (118)          (717)           (1,452)
  Loan withdrawals.................        (5,000)      (30,000)       (9,656)      --              --                (6,308)
  Cost of insurance................       (58,344)       (2,185)       (8,756)         (155)          (648)           (2,748)
                                      -----------  --------------  -----------  ---------------  -----------  ------------------
  Net increase (decrease) in net
   assets resulting from unit
   transactions....................     1,259,991       515,666       527,794         4,441         28,251           253,505
                                      -----------  --------------  -----------  ---------------  -----------  ------------------
  Total increase (decrease) in net
   assets..........................     1,267,168       521,603       547,235         4,466         29,304           271,472
NET ASSETS:
  Beginning of period..............       --            --             --           --              --              --
                                      -----------  --------------  -----------  ---------------  -----------  ------------------
  End of period....................   $ 1,267,168    $  521,603    $  547,235      $  4,466       $ 29,304        $  271,472
                                      -----------  --------------  -----------  ---------------  -----------  ------------------
                                      -----------  --------------  -----------  ---------------  -----------  ------------------
</TABLE>

                                       67
<PAGE>
                              SEPARATE ACCOUNT-VLI

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

1. ORGANIZATION:

    Separate  Account VLI (the Account) is  a separate investment account within
Hartford Life  Insurance  Company  (the  Company) and  is  registered  with  the
Securities  and Exchange Commission  (SEC) as a unit  investment trust under the
Investment Company Act  of 1940,  as amended.  The Account  consists of  sixteen
subaccounts.  These financial statements include  eight subaccounts which invest
solely in the Hartford  Mutual Funds (the Funds).  The other eight  subaccounts,
which  invest  in  the Putnam  Capital  Manager  Trust funds,  are  presented in
separate financial statements. 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:

    In accordance with the terms of the contracts, the Company makes  deductions
for  mortality and expense undertakings, cost of insurance, administrative fees,
and state premium taxes. These charges are deducted through termination of units
of interest from applicable contract owners' accounts.

                                       68
<PAGE>
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Hartford Life Insurance Company Separate Account VLI and to the Owners of
Units of Interest therein:

    We  have audited  the accompanying  statement of  assets and  liabilities of
Hartford Life Insurance  Separate Account VLI  as of December  31, 1994 and  the
related  statement of operations  for the year  then ended and  the statement of
changes in net assets for the year then ended and for the period from inception,
June 1,  1993,  to  December  31,  1993.  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 Insurance
Company Separate Account  VLI as of  December 31,  1994 and the  results of  its
operations  for the year  then ended and the  changes in its  net assets for the
year then ended and for the period from inception, June 1, 1993, to December 31,
1993, in conformity with generally accepted accounting principles.

                                          ARTHUR ANDERSEN LLP

Hartford, Connecticut
February 15, 1995

                                       69
<PAGE>
                              SEPARATE ACCOUNT-VLI

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

<TABLE>
<CAPTION>
                                       VOYAGER       GLOBAL
                                        FUND       GROWTH FUND
                                     SUB-ACCOUNT   SUB-ACCOUNT
                                     -----------   -----------
<S>                                  <C>           <C>
ASSETS:
Investments
  PCM Voyager Fund
    Shares 159,247
    Cost $3,465,663
    Market Value...................   $3,535,279       --
  PCM Global Growth Fund
    Shares 152,490
    Cost $2,040,828
    Market Value...................      --         2,055,561
  PCM Growth and Income Fund
    Shares 153,603
    Cost $2,612,882
    Market Value...................      --            --
  PCM Global Asset Allocation Fund
    Shares  66,910
    Cost $ 905,527
    Market Value...................      --            --
  PCM High Yield Fund
    Shares  33,123
    Cost $ 392,745
    Market Value...................      --            --
  PCM U.S. Government and High
   Quality Bond Fund
    Shares   2,524
    Cost $ 278,974
    Market Value...................      --            --
  PCM Money Market Fund
    Shares 252,270
    Cost $ 252,270
    Market Value...................      --            --
  PCM Utilities Growth & Income
   Fund
    Shares  74,626
    Cost $ 863,930
    Market Value...................      --            --
  Due from Hartford Life Insurance
   Company.........................   $  16,236         1,367
                                     -----------   -----------
  Total Assets.....................   $3,551,515   $2,056,928
                                     -----------   -----------
LIABILITIES:
  Payable for fund shares
   purchased.......................      16,222         1,361
                                     -----------   -----------
  Total Liabilities................      16,222         1,361
                                     -----------   -----------
  Net Assets (variable life
   contract liabilities)...........   $3,535,293   $2,055,367
                                     -----------   -----------
                                     -----------   -----------
Units Outstanding..................     306,549       175,299
Accumulation Unit Value at end of
  period...........................   $11.532543   $11.726068
</TABLE>

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

                                       70
<PAGE>

<TABLE>
<CAPTION>
                                                                                       U.S.
                                                                                    GOVERNMENT
                                                    GLOBAL ASSET                     AND HIGH                     UTILITIES GROWTH
                                       GROWTH AND    ALLOCATION     HIGH YIELD       QUALITY          MONEY          AND INCOME
                                         INCOME         FUND           FUND         BOND FUND      MARKET FUND          FUND
                                       SUB-ACCOUNT   SUB-ACCOUNT    SUB-ACCOUNT    SUB-ACCOUNT     SUB-ACCOUNT      SUB-ACCOUNT
                                       -----------  -------------   -----------   --------------   -----------   ------------------
<S>                                    <C>          <C>             <C>           <C>              <C>           <C>
ASSETS:
Investments
  PCM Voyager Fund
    Shares 159,247
    Cost $3,465,663
    Market Value...................        --            --             --             --              --              --
  PCM Global Growth Fund
    Shares 152,490
    Cost $2,040,828
    Market Value...................        --            --             --             --              --              --
  PCM Growth and Income Fund
    Shares 153,603
    Cost $2,612,882
    Market Value...................    $ 2,558,105       --             --             --              --              --
  PCM Global Asset Allocation Fund
    Shares  66,910
    Cost $ 905,527
    Market Value...................        --         $  882,842        --             --              --              --
  PCM High Yield Fund
    Shares  33,123
    Cost $ 392,745
    Market Value...................        --            --         $   379,594        --              --              --
  PCM U.S. Government and High
   Quality Bond Fund
    Shares   2,524
    Cost $ 278,974
    Market Value...................        --            --             --           $ 264,250         --              --
  PCM Money Market Fund
    Shares 252,270
    Cost $ 252,270
    Market Value...................        --            --             --             --           $ 252,270          --
  PCM Utilities Growth & Income
   Fund
    Shares  74,626
    Cost $ 863,930
    Market Value...................        --            --             --             --              --            $  797,003
  Due from Hartford Life Insurance
   Company.........................          1,086           183            220        --               2,929          --
                                       -----------  -------------   -----------   --------------   -----------   ------------------
  Total Assets.....................    $ 2,559,191    $  882,725    $   379,814      $ 264,250      $ 255,199        $  797,003
                                       -----------  -------------   -----------   --------------   -----------   ------------------
LIABILITIES:
  Payable for fund shares
   purchased.......................          1,084           183            220        --               2,928          --
                                       -----------  -------------   -----------   --------------   -----------   ------------------
  Total Liabilities................          1,084           183            220        --               2,928          --
                                       -----------  -------------   -----------   --------------   -----------   ------------------
  Net Assets (variable life
   contract liabilities)...........    $ 2,055,367    $  882,547    $   379,571      $ 264,250      $  35,227        $  797,003
                                       -----------  -------------   -----------   --------------   -----------   ------------------
                                       -----------  -------------   -----------   --------------   -----------   ------------------
Units Outstanding..................        239,375        83,168      2,558,107         26,066        239,065            81,670
Accumulation Unit Value at end of
  period...........................    $ 10.686597    $10.611611    $ 10.841067      $10.137629     $1.055241        $ 9.758875
</TABLE>

                                       71
<PAGE>
                              SEPARATE ACCOUNT-VLI

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

<TABLE>
<CAPTION>
                                       VOYAGER       GLOBAL
                                        FUND       GROWTH FUND
                                     SUB-ACCOUNT   SUB-ACCOUNT
                                     -----------   -----------
<S>                                  <C>           <C>
INVESTMENT INCOME:
  Dividends........................    $28,870       $  4,672
                                     -----------   -----------
    Net investment income (loss)...     28,870          6,672
                                     -----------   -----------
NET REALIZED AND UNREALIZED GAIN
  (LOSS) ON INVESTMENTS:
  Net realized gain (loss) on
   security transactions...........        (56)          (543)
  Net unrealized appreciation
   (depreciation) of investments
   during the period...............     32,005        (28,892)
                                     -----------   -----------
  Net gains (losses) on
   investments.....................     31,949        (29,430)
                                     -----------   -----------
    Net increase (decrease) in net
     assets resulting from
     operations....................    $60,819       $(24,758)
                                     -----------   -----------
                                     -----------   -----------
</TABLE>

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

                                       72
<PAGE>

<TABLE>
<CAPTION>
                                                                                U.S. GOVERNMENT
                                                    GLOBAL ASSET                   AND HIGH                    UTILITIES GROWTH
                                      GROWTH AND     ALLOCATION    HIGH YIELD       QUALITY         MONEY         AND INCOME
                                        INCOME          FUND          FUND         BOND FUND     MARKET FUND         FUND
                                      SUB-ACCOUNT   SUB-ACCOUNT    SUB-ACCOUNT    SUB-ACCOUNT    SUB-ACCOUNT      SUB-ACCOUNT
                                      -----------  --------------  -----------  ---------------  -----------  -------------------
<S>                                   <C>          <C>             <C>          <C>              <C>          <C>
INVESTMENT INCOME:
  Dividends........................     $48,961       $ 17,983      $ 15,560       $  9,538        $6,191          $ 29,517
                                      -----------  --------------  -----------  ---------------  -----------       --------
    Net investment income (loss)...      28,350         17,983         5,560          9,538         6,191            29,517
                                      -----------  --------------  -----------  ---------------  -----------       --------
NET REALIZED AND UNREALIZED GAIN
  (LOSS) ON INVESTMENTS:
  Net realized gain (loss) on
   security transactions...........        (379)           258           145           (627)        --               (1,610)
  Net unrealized appreciation
   (depreciation) of investments
   during the period...............     (58,540)       (28,390)      (18,016)       (14,716)        --              (69,987)
                                      -----------  --------------  -----------  ---------------  -----------       --------
  Net gains (losses) on
   investments.....................     (58,914)       (28,132)      (17,871)       (15,343)        --              (71,597)
                                      -----------  --------------  -----------  ---------------  -----------       --------
    Net increase (decrease) in net
     assets resulting from
     operations....................     $(9,953)      $(10,149)     $ (2,311)      $ (5,805)       $6,191          $(42,080)
                                      -----------  --------------  -----------  ---------------  -----------       --------
                                      -----------  --------------  -----------  ---------------  -----------       --------
</TABLE>

                                       73
<PAGE>
                              SEPARATE ACCOUNT-VLI

                        HARTFORD LIFE INSURANCE COMPANY
                       STATEMENT OF CHANGES IN NET ASSETS
                      FOR THE YEAR ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
                                       VOYAGER       GLOBAL
                                        FUND       GROWTH FUND
                                     SUB-ACCOUNT   SUB-ACCOUNT
                                     -----------   -----------
<S>                                  <C>           <C>
OPERATIONS:
  Net investment income (loss).....    $ 28,870    $    4,672
  Net realized gain (loss) on
   security transactions...........         (56)         (548)
  Net unrealized appreciation
   (depreciation) of investments
   during the period...............      32,005       (28,882)
                                     -----------   -----------
  Net increase (decrease) in net
   assets resulting from
   operations......................      60,819       (24,758)
                                     -----------   -----------
UNIT TRANSACTIONS:
  Purchases........................     708,069       475,032
  Net transfers....................   2,230,817     1,117,170
  Surrenders.......................     (10,788)      (63,603)
  Loan withdrawals.................     (50,858)       (5,427)
  Cost of insurance................    (123,130)      (74,730)
                                     -----------   -----------
  Net increase (decrease) in net
   assets resulting from unit
   transactions....................   2,657,085     1,448,642
                                     -----------   -----------
  Total increase (decrease) in net
   assets..........................   2,717,904     1,423,684
NET ASSETS:
  Beginning of period..............    (817,389)      631,883
                                     -----------   -----------
  End of period....................   3$,535,293   $2,055,567
                                     -----------   -----------
                                     -----------   -----------
               HARTFORD LIFE INSURANCE COMPANY
              STATEMENT OF CHANGES IN NET ASSETS
      FROM INCEPTION, JUNE 1, 1993 TO DECEMBER 31, 1993

<CAPTION>
                                       VOYAGER       GLOBAL
                                        FUND       GROWTH FUND
                                     SUB-ACCOUNT   SUB-ACCOUNT
                                     -----------   -----------
<S>                                  <C>           <C>
OPERATIONS:
  Net investment income............    $ --        $   --
  Net realized gain (loss) on
   security transactions...........         376           (74)
  Net unrealized appreciation
   (depreciation) of investments
   during the period...............      37,611        43,615
                                     -----------   -----------
  Net increase (decrease) in net
   assets resulting from
   operations......................      37,987        43,541
                                     -----------   -----------
UNIT TRANSACTIONS:
  Purchases........................     197,140        41,168
  Net transfers....................     603,823       564,121
  Surrenders.......................      (6,630)       (4,527)
  Loan withdrawals.................      (8,282)       (8,255)
  Cost of insurance................      (6,649)       (4,165)
                                     -----------   -----------
  Net increase in net assets
   resulting from unit
   transactions....................     779,402       588,342
  Total increase in net assets.....     817,389       631,883
NET ASSETS:
  Beginning of period..............      --            --
                                     -----------   -----------
  End of period....................    $817,389    $  631,883
                                     -----------   -----------
                                     -----------   -----------
</TABLE>

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

                                       74
<PAGE>
<TABLE>
<CAPTION>
                                                                                U.S. GOVERNMENT
                                                    GLOBAL ASSET                   AND HIGH                    UTILITIES GROWTH
                                      GROWTH AND     ALLOCATION    HIGH YIELD       QUALITY         MONEY         AND INCOME
                                        INCOME          FUND          FUND         BOND FUND     MARKET FUND         FUND
                                      SUB-ACCOUNT   SUB-ACCOUNT    SUB-ACCOUNT    SUB-ACCOUNT    SUB-ACCOUNT     SUB-ACCOUNT
                                      -----------  --------------  -----------  ---------------  -----------  ------------------
<S>                                   <C>          <C>             <C>          <C>              <C>          <C>
OPERATIONS:
  Net investment income (loss).....   $    48,961    $   17,983    $   15,560      $  9,538       $  6,191        $   29,517
  Net realized gain (loss) on
   security transactions...........          (374)          258           145          (627)        --                (1,610)
  Net unrealized appreciation
   (depreciation) of investments
   during the period...............        58,540)      (28,390)      (18,016)      (14,716)        --               (69,987)
                                      -----------  --------------  -----------  ---------------  -----------      ----------
  Net increase (decrease) in net
   assets resulting from
   operations......................        (9,953)      (10,149)       (2,311)       (8,805)         6,191           (42,080)
                                      -----------  --------------  -----------  ---------------  -----------      ----------
UNIT TRANSACTIONS:
  Purchases........................       334,519       166,955       107,329        47,317         51,492            37,037
  Net transfers....................       206,833       572,469        17,314       225,462         83,593           470,959
  Surrenders.......................       (64,779)      (15,429)      (10,467)       (5,876)        (3,294)           (9,751)
  Loan withdrawals.................       (16,671)       (2,800)      (10,107)      --              --                (2,067)
  Cost of insurance................       (46,765)      (23,486)      (14,444)       (8,719)        (5,526)          (14,063)
                                      -----------  --------------  -----------  ---------------  -----------      ----------
  Net increase (decrease) in net
   assets resulting from unit
   transactions....................     2,270,137       697,709       254,548       258,684        126,268           482,115
                                      -----------  --------------  -----------  ---------------  -----------      ----------
  Total increase (decrease) in net
   assets..........................     2,260,184       687,560       252,237       252,379        132,459           440,035
NET ASSETS:
  Beginning of period..............       297,523       194,982       127,157         1,371        119,812           356,968
                                      -----------  --------------  -----------  ---------------  -----------      ----------
  End of period....................   $ 2,558,107    $  882,542    $  379,594      $264,250       $252,271        $  797,003
                                      -----------  --------------  -----------  ---------------  -----------      ----------
                                      -----------  --------------  -----------  ---------------  -----------      ----------
                                                HARTFORD LIFE INSURANCE COMPANY
                                               STATEMENT OF CHANGES IN NET ASSETS
                                       FROM INCEPTION, JUNE 1, 1993 TO DECEMBER 31, 1993

<CAPTION>
                                                                                U.S. GOVERNMENT
                                                    GLOBAL ASSET                   AND HIGH                    UTILITIES GROWTH
                                      GROWTH AND     ALLOCATION    HIGH YIELD       QUALITY         MONEY         AND INCOME
                                        INCOME          FUND          FUND         BOND FUND     MARKET FUND         FUND
                                      SUB-ACCOUNT   SUB-ACCOUNT    SUB-ACCOUNT    SUB-ACCOUNT    SUB-ACCOUNT     SUB-ACCOUNT
                                      -----------  --------------  -----------  ---------------  -----------  ------------------
<S>                                   <C>          <C>             <C>          <C>              <C>          <C>
OPERATIONS:
  Net investment income............   $   --         $  --         $   --          $    338       $ --
  Net realized gain (loss) on
   security transactions...........            20           (23)            2             2         --                   (10)
  Net unrealized appreciation
   (depreciation) of investments
   during the period...............         3,663         5,405         4,866            (8)             0             3,060
                                      -----------  --------------  -----------  ---------------  -----------      ----------
  Net increase (decrease) in net
   assets resulting from
   operations......................         3,783         5,382         4,868            (6)           338             3,050
                                      -----------  --------------  -----------  ---------------  -----------      ----------
UNIT TRANSACTIONS:
  Purchases........................         9,231        15,316         2,448         1,748              0            21,171
  Net transfers....................       288,046       178,443       122,830         9,787        119,640           336,467
  Surrenders.......................        (1,836)       (1,145)       (1,710)         (105           (106)           (2,822)
  Loan withdrawals.................             0        (1,947)       --           --              --              --
  Cost of insurance................        (1,301)       (1,067        (1,079)          (53)           (60)             (878)
                                      -----------  --------------  -----------  ---------------  -----------      ----------
  Net increase in net assets
   resulting from unit
   transactions....................       294,140       189,600       122,489        11,377        119,474           353,918
  Total increase in net assets.....       297,923       194,982       127,357        11,371        119,812           356,968
NET ASSETS:
  Beginning of period..............       --            --             --           --              --                     0
                                      -----------  --------------  -----------  ---------------  -----------      ----------
  End of period....................   $   297,923    $  194,982    $  127,357      $ 11,371       $119,812        $  356,968
                                      -----------  --------------  -----------  ---------------  -----------      ----------
                                      -----------  --------------  -----------  ---------------  -----------      ----------
</TABLE>

                                       75
<PAGE>
                              SEPARATE ACCOUNT-VLI

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

1. ORGANIZATION:

    Separate Account VLI (the Account)  is a separate investment account  within
Hartford  Life  Insurance  Company  (the Company)  and  is  registered  with the
Securities and Exchange Commission  (SEC) as a unit  investment trust under  the
Investment  Company Act  of 1940,  as amended.  The Account  consists of sixteen
subaccounts. These financial statements  include eight subaccounts which  invest
solely  in the Putnam Capital  Manager Trust funds (the  Funds). The other eight
subaccounts, which  invest  in  the  Hartford Mutual  funds,  are  presented  in
separate  financial statements. 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 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:

    In  accordance with the terms of the contracts, the Company makes deductions
for mortality and expense undertakings, cost of insurance, administrative  fees,
and state premium taxes. These charges are deducted through termination of units
of interest from applicable contract owners' accounts.

                                       76

<PAGE>

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To Hartford Life Insurance Company and Subsidiaries:

We have audited the accompanying consolidated balance sheets of Hartford Life
Insurance Company (a Connecticut corporation and wholly-owned subsidiary of
Hartford Life and Accident Insurance Company) and subsidiaries as of December
31, 1994 and 1993, and the related consolidated statements of  income,
stockholder's equity and cash flow for each of the three years in the period
ended December 31, 1994.  These consolidated financial statements and the
schedules referred to below are the responsibility of the Company's management.
Our responsibility is to express an opinion on these consolidated financial
statements and schedules based on our audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Hartford Life Insurance Company and subsidiaries as of December 31, 1994  and
1993, and the results of their operations and their cash flows for each of the
three years in the period ended December 31, 1994 in conformity with generally
accepted accounting principles.

As discussed in the accompanying notes to the consolidated financial statements,
the Company adopted new accounting standards promulgated by  the Financial
Accounting Standards Board, changing its methods of accounting, as of January 1,
1994, for debt and equity securities,  and, effective January 1, 1992, for
postretirement benefits other than pensions and postemployment benefits.

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



                                        ARTHUR ANDERSEN  LLP





Hartford, Connecticut
January 30, 1995

                                       F-2

<PAGE>

                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                                  (IN MILLIONS)

<TABLE>
<CAPTION>

                                                 FOR THE YEARS ENDED DECEMBER 31,

                                                      1994      1993      1992
<S>                                                <C>        <C>       <C>
REVENUES:
Premiums and other considerations                   $1,100    $  747   $  259
Net investment income                                1,292     1,051      907
Net realized gains on investments                        7        16        5
                                                    ------    ------    ------
                                                     2,399     1,814    1,171

BENEFITS, CLAIMS AND EXPENSES:
Benefits, claims and claim
   adjustment expenses                               1,405     1,046      797
Amortization of deferred policy
    acquisition costs                                  145       113       55
Dividends to policyholders                             419       227       47
Other insurance expenses                               227       210      138
                                                    ------    ------    ------
                                                     2,196     1,596    1,037

INCOME BEFORE INCOME TAX AND
    CUMULATIVE EFFECT OF CHANGES IN
    ACCOUNTING PRINCIPLES                              203       218      134
Income tax expense                                      65        75       45
                                                    ------    ------    ------

INCOME BEFORE CUMULATIVE EFFECT OF
    CHANGES IN ACCOUNTING PRINCIPLES                   138       143       89

Cumulative effect of changes in
    accounting principles net of tax benefit of $7       -         -      (13)
                                                    ------    ------    ------

NET INCOME                                          $  138    $  143    $  76
                                                    ------    ------    ------
                                                    ------    ------    ------
</TABLE>


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

                                       F-3

<PAGE>

                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                  (IN MILLIONS)
<TABLE>
<CAPTION>

                                                           AS OF  DECEMBER 31,
                                                         1994           1993
                                                       --------       --------
<S>                                                    <C>            <C>
            ASSETS

Investments:
Fixed maturities, available for sale, at fair
value in 1994 and at amortized cost in 1993
(amortized cost, $14,464  in 1994; fair
value, $12,845 in 1993)                                 $13,429        $12,597
Equity securities, at fair value                             68             90
Mortgage loans, at outstanding principal balance            316            228
Policy loans, at outstanding balance                      2,614          1,397
Other investments                                           107             40
                                                        -------        -------
                                                         16,534         14,352

Cash                                                         20              1
Premiums and amounts receivable                             160            327
Reinsurance recoverable                                   5,466          5,532
Accrued investment income                                   378            241
Deferred policy acquisition costs                         1,809          1,334
Deferred income tax                                         590            114
Other assets                                                 83            101
Separate account assets                                  22,809         16,284
                                                        -------        -------
                                                        $47,849        $38,286
                                                        -------        -------
                                                        -------        -------

      LIABILITIES AND STOCKHOLDER'S EQUITY

Future policy benefits                                   $1,890         $1,659
Other policyholder funds                                 21,328         18,234
Other liabilities                                         1,000            916
Separate account liabilities                             22,809         16,284
                                                        -------        -------
                                                         47,027         37,093

Common stock - authorized 1,000 shares, $5,690
par value, issued and outstanding 1,000 shares                6              6
Capital surplus                                             826            676
Unrealized losses on securities, net of tax               (654)            (5)
Retained earnings                                           644            516
                                                        -------        -------
                                                            822          1,193
                                                        -------        -------
                                                        $47,849        $38,286
                                                        -------        -------
                                                        -------        -------
</TABLE>

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

                                       F-4

<PAGE>

                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY
                                  (IN MILLIONS)

<TABLE>
<CAPTION>

                                                                                         UNREALIZED
                                                                                       GAINS(LOSSES)                     TOTAL
                                                                COMMON        CAPITAL        ON            RETAINED  STOCKHOLDER'S
                                                                STOCK         SURPLUS    SECURITIES        EARNINGS      EQUITY
                                                                -----         -------    ----------        --------      ------
<S>                                                            <C>           <C>       <C>                 <C>        <C>
BALANCE, DECEMBER 31, 1991                                       $   6        $  439         $    1         $  297         $  743
Net Income                                                                                                      76             76
Capital Contribution                                                 -            25              -              -             25
Excess of assets over liabilities on
 reinsurance assumed from affiliate                                  -            34              -              -             34
Change in unrealized losses on equity
  securities, net of tax                                             -             -             (1)             -             (1)
                                                                ------        -------        -------        -------        -------
BALANCE, DECEMBER 31, 1992                                           6           498              0            373            877
                                                                ------        -------        -------        -------        -------
Net Income                                                           -             -              -            143            143
Capital Contribution                                                 -           180              -              -            180
Excess of assets over liabilities on
 reinsurance assumed from affiliate                                  -            (2)             -              -             (2)
Change in unrealized losses on equity
  securities, net of tax                                             -             -             (5)             -             (5)
                                                                ------        -------        -------        -------        -------
BALANCE, DECEMBER 31, 1993                                           6           676             (5)           516          1,193
                                                                ------        -------        -------        -------        -------
Net Income                                                           -             -              -            138            138
Capital Contribution                                                 -           150              -              -            150
Dividends Paid                                                       -             -              -            (10)           (10)
Change in unrealized losses on securities,
   net of tax *                                                      -             -           (649)             -           (649)
                                                                ------        -------        -------        -------        -------
BALANCE, DECEMBER 31, 1994                                       $   6        $  826         $ (654)        $  644         $  822
                                                                ------        -------        -------        -------        -------
                                                                ------        -------        -------        -------        -------
<FN>

*  The 1994 change in unrealized losses on securities, net of tax, includes a
gain of $91 due to adoption of SFAS  #115 as discussed in note 1b to the
consolidated financial statements.
</TABLE>


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

                                       F-5

<PAGE>

                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF CASHFLOW
                                  (IN MILLIONS)


<TABLE>
<CAPTION>
                                              FOR THE YEARS ENDED DECEMBER 31,
                                                  1994       1993       1992
                                                  ----       ----       ----
<S>                                            <C>         <C>        <C>
OPERATING ACTIVITIES:
NET INCOME                                      $   138    $   143    $    76
Cumulative effect of accounting changes               -          -         13
Adjustments to net income:
Net realized investment gains before tax             (7)       (16)        (5)
Net policyholder investment losses
  (gains) before tax                                  5        (15)       (15)
Net deferred policy acquisition costs              (441)      (292)      (278)
Net amortization of premium (discount) on
  fixed maturities                                   41          2        (16)
Deferred income tax benefits                       (128)      (121)       (14)
(Increase) decrease  in premiums and
  amounts receivable                                 10        (28)       (14)
Increase in accrued investment income              (106)        (4)      (116)
Decrease(increase) in other assets                  101        (36)        88
Decrease(increase)  in reinsurance
  recoverable                                        75       (121)         0
Increase in liability for future policy
  benefits                                          224        360        527
Increase in other liabilities                       191        176         92
                                                --------  ---------   --------
CASH PROVIDED BY OPERATING ACTIVITIES               103         48        338
                                                --------  ---------   --------
INVESTING ACTIVITIES:
Purchases of fixed maturity investments          (9,127)   (12,406)    (8,948)
Proceeds from sales of fixed maturity
  investments                                     5,708      8,813      5,728
Maturities and principal paydowns of
  long-term investments                           1,931      2,596      1,207
Net purchases of other investments               (1,338)      (206)      (106)
Net sales (purchases) of short-term
  investments                                       135       (564)       221
                                                --------  ---------   --------
CASH USED FOR INVESTING ACTIVITIES               (2,691)    (1,767)    (1,898)
                                                --------  ---------   --------
FINANCING ACTIVITIES:
Net receipts from investment and UL-type
contracts credited to policyholder account
balances                                          2,467      1,513      1,512
Capital contribution                                150        180         25
Excess of assets over liabilities on
  reinsurance assumed from affiliate                 -           -         34
Dividends paid                                      (10)         -          -
                                                --------  ---------   --------
CASH PROVIDED BY FINANCING
  ACTIVITIES                                      2,607      1,693      1,571
                                                --------  ---------   --------
NET INCREASE(DECREASE) IN CASH                       19        (26)        11
Cash at beginning of period                           1         27         16
                                                --------  ---------   --------
CASH AT END OF PERIOD                           $    20    $     1    $    27
                                                --------  ---------   --------
                                                --------  ---------   --------
</TABLE>

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

                                       F-6

<PAGE>

                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          (DOLLAR AMOUNTS IN MILLIONS)

1.   SIGNIFICANT ACCOUNTING POLICIES

     (A)  BASIS OF PRESENTATION:

          These consolidated financial statements include Hartford Life
          Insurance Company (the Company or HLIC) and its wholly-owned
          subsidiaries, ITT Hartford Life and Annuity Company (ILA) and ITT
          Hartford International Life Reassurance Corporation (HLR), formerly
          American Skandia Life Reinsurance Corporation.  HLIC is a wholly-owned
          subsidiary of Hartford Life and Accident Insurance Company (HLA).
          The Company is ultimately owned by Hartford Fire Insurance Company
          (Hartford Fire), which is ultimately owned by ITT Hartford Group,
          Inc., a subsidiary of ITT Corporation (ITT).

          The consolidated financial statements are prepared in conformity with
          generally accepted accounting principles which differ in certain
          material respects from the accounting practices prescribed or
          permitted by various insurance regulatory authorities.

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

     (B)  CHANGES IN ACCOUNTING PRINCIPLES:

          Effective January 1, 1992, the Company adopted Statement of Financial
          Accounting Standards (SFAS)No. 106, "Employers' Accounting for
          Postretirement Benefits Other than Pensions" and SFAS No. 112,
          Employers' Accounting for Postemployment Benefits", using the
          immediate recognition method.  Accordingly, a cumulative adjustment
          (through December 31, 1991) of $7 after-tax has been recognized at
          January 1, 1992.

          Effective January 1, 1994, the Company adopted SFAS No. 115,
          "Accounting for Certain Investments in Debt and Equity Securities".
          The new standard requires, among other things, that 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 classification determines the appropriate accounting
          carrying value (cost basis or fair value) and, in the case of fair
          value, whether the adjustment impacts Stockholder's Equity directly or
          is reflected in the Consolidated Statements of Income.  Investments in
          equity securities had previously been recorded at fair value with the
          corresponding impact included in Stockholder's Equity.  Under SFAS No.
          115,  the Company's fixed maturities are classified as "available for
          sale" and accordingly, these investments are reflected at fair value
          with the corresponding impact included as a component of Stockholder's
          Equity designated as "Unrealized Loss on Securities, Net of Tax."
          As with the underlying investment security, unrealized gains and
          losses on derivative financial instruments are considered in
          determining the fair value of the portfolios.  The impact of adoption
          was an increase to stockholder's equity of $91.

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

     (C)  REVENUE RECOGNITION:

          Revenues for universal life policies and investment products consist
          of policy charges for the cost of insurance,

                                       F-7

<PAGE>

          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.  Deferred
          acquisition costs are amortized using the retrospective deposit method
          for universal life and other types of contracts where the payment
          pattern is irregular or surrender charges are a significant source of
          profit and the prospective deposit method is used where investment
          margins are the primary source of profit.

     (D)  FUTURE POLICY BENEFITS AND OTHER POLICYHOLDER FUNDS:

          Liabilities for future policy benefits are computed by the net level
          premium method using interest rate assumptions varying from  3% to 11%
          and withdrawal, mortality and morbidity assumptions which vary by
          plan, year of issue and policy durations and include a provision for
          adverse deviation.  Liabilities for universal life insurance and
          investment products represent policy account balances before
          applicable surrender charges.

     (E)  POLICYHOLDER REALIZED GAINS AND LOSSES:

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

     (F)  DEFERRED POLICY ACQUISITION COSTS:

          Policy acquisition costs, including commissions and certain
          underwriting expenses associated with acquiring traditional life
          insurance products, are deferred and amortized over the lesser of the
          estimated or actual contract life.  For universal life insurance and
          investment products, acquisition costs are being amortized generally
          in proportion to the present value of expected gross profits from
          surrender charges, investment, mortality and expense margins.

     (G)  INVESTMENTS:

          Investments in fixed maturities are classified as available for sale
          and accordingly reflected at fair value with the corresponding impact
          of unrealized gains and losses, net of tax, included as a component of
          stockholder's equity.   Securities and derivative instruments,
          including swaps, caps, floors, futures, forward commitments and
          collars, are based on dealer quotes or quoted market prices for the
          same or similar securities.  While the Company has the ability and
          intent to hold all fixed income securities until maturity, due to
          contract obligations, interest rates and tax laws, portfolio activity
          occurs.  These trades are motivated by the need to optimally position
          investment portfolios in reaction to movements in capital markets or
          distribution of policyholder liabilities. When an other than temporary
          reduction in the value of publicly traded securities occurs, the
          decrease is reported as a realized loss and  the carrying value is
          adjusted accordingly.  Real estate is carried at cost less accumulated
          depreciation.  Equity securities, which include common stocks, are
          carried at market value with the after-tax difference from cost
          reflected in stockholder's equity. Realized investment gains and
          losses, after deducting life and pension policyholders share are
          reported as a component of revenue and are determined on a specific
          identification basis.

     (H)  DERIVATIVE FINANCIAL INSTRUMENTS

          The Company uses a variety of derivative financial instruments as part
          of an overall risk management strategy.  These instruments, including
          swaps, caps, collars and exchange traded financial futures, are used
          as a means of hedging exposure to price, foreign currency and/or
          interest rate risk on planned investment purchases or existing assets
          and liabilities.  The Company does not hold or issue derivative
          financial instruments for trading purposes.  The Company's minimum
          correlation threshold for hedge designation is 80%.  If correlation,
          which is assessed monthly and measured based on a rolling three month
          average, falls below 80%, hedge accounting will be terminated.  Gains
          or losses on futures purchased in anticipation of the future receipt
          of product cash flows are deferred and, at the time of the ultimate
          purchase, reflected as a basis adjustment to the purchased asset.
          Gains or losses on futures used in invested asset risk management are
          deferred and adjusted into the basis of the hedged asset when the
          contract is closed.  The basis adjustments are amortized into
          investment income over the remaining asset life.

                                       F-8

<PAGE>

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

          The Company's accounting for interest rate swaps and purchased or
          written caps, floors, and options used to manage risk is in accordance
          with the concepts established in SFAS 80, "Accounting for Futures
          Contracts", the American Institute of Certified Public Accountants
          Statement of Position 86-2, "Accounting for Options" and various EITF
          pronouncements, except for written options which are written in all
          cases in conjunction with other assets and derivatives as part of an
          overall risk management strategy.  Such synthetic instruments are
          accounted for as hedges.  Derivatives, used as part of a risk
          management strategy, must be designated at inception and have
          consistency of terms between the synthetic instrument and the
          financial instrument being replicated.  Synthetic instrument
          accounting, consistent with industry practice, provides that the
          synthetic asset is accounted for like the financial instrument it is
          intended to replicate.  Interest rate swaps and purchased or written
          caps, floors and options which fail to meet management criteria are
          accounted for at fair market value with the impact reflected in net
          income.

          Interest rate swaps involve the periodic exchange of payments without
          the exchange of underlying principal or notional amounts.  Net
          payments are recognized as an adjustment to income.  Should the swap
          be terminated, the gains or losses are adjusted into the basis of the
          asset or liability and amortized over the remaining life.  The basis
          of the underlying asset or liability is adjusted to reflect changing
          market conditions such as prepayment experience.  Should the asset be
          sold or liability terminated, the gains or losses on the terminated
          position are immediately recognized in earnings.  Interest rate swaps
          purchased in anticipation of an asset purchase ("anticipatory
          transaction") are recognized consistent with the underlying asset
          components.  That is, the settlement component is recognized in the
          Statement of Income while the change in market is recognized as an
          unrealized gain or loss.

          Premiums paid on purchased floor or cap agreements and the premium
          received on issued cap or floor agreements used for risk management,
          as well as the net payments, are adjusted into the basis of the
          applicable asset and amortized over the asset life.  Gains or losses
          on termination of such positions are adjusted into the basis of the
          asset or liability and amortized over the remaining asset life.

          Forward exchange contracts and foreign currency swaps are accounted
          for in accordance with SFAS 52.  Changes in the spot rate of
          instruments designated as hedges of the net investment in a foreign
          subsidiary are reflected in the cumulative translation adjustment
          component of stockholder's equity.

     (I)  RELATED PARTY TRANSACTIONS:

          Transactions of the Company with its parent and affiliates relate
          principally to tax settlements, insurance coverage, rental and service
          fees and payment of dividends and capital contributions.  In addition,
          certain affiliated insurance companies purchased group annuity
          contracts from the Company to fund pension costs and claim annuities
          to settle casualty claims.

          Substantially all general insurance expenses related to the Company,
          including rent expenses, are initially paid by Hartford Fire.  Direct
          expenses are allocated to the Company using specific identification
          and indirect expenses are allocated using other applicable methods.

          The rent paid to Hartford Fire for the space occupied by the Company
          was $3   in 1994, 1993, and 1992 respectively.  The Company expects to
          pay rent of $3 in  1995, 1996, 1997,1998, and 1999 respectively and
          $60  thereafter, over the contract life of the lease.

          See also Note (4) for the related party coinsurance agreements.

                                       F-9

<PAGE>

2.   INVESTMENTS

     (A)  COMPONENTS OF NET INVESTMENT INCOME:



<TABLE>
<CAPTION>
                                                  1994        1993       1992
                                                  ----        ----       ----
<S>                                              <C>         <C>        <C>
Interest income                                  $1,247      $1,007       $894
Income from other investments                        54          53         15
                                                 ------      ------     ------
GROSS INVESTMENT INCOME                           1,301       1,060        909
Less: investment expenses                             9           9          2
                                                 ------      ------     ------
NET INVESTMENT INCOME                            $1,292      $1,051       $907
                                                 ------      ------     ------
                                                 ------      ------     ------
</TABLE>

     (B)  UNREALIZED GAINS (LOSSES) ON EQUITY SECURITIES:

<TABLE>
<CAPTION>
                                                  1994        1993       1992
                                                  ----        ----       ----
<S>                                              <C>         <C>        <C>
Gross unrealized gains                            $  2        $  3        $ 2
Gross unrealized losses                            (11)        (11)        (2)
Deferred income tax expense (benefit)               (3)         (3)         0
                                                 ------      ------     ------
NET UNREALIZED LOSSES AFTER TAX                     (6)         (5)         0
Balance at beginning of year                        (5)          0          1
                                                 ------      ------     ------
CHANGE IN NET UNREALIZED LOSSES ON
  EQUITY SECURITIES                               $ (1)       $ (5)       $(1)
                                                 ------      ------     ------
                                                 ------      ------     ------
</TABLE>

     (C)  UNREALIZED GAINS (LOSSES) ON FIXED MATURITIES:

<TABLE>
<CAPTION>
                                                  1994        1993       1992
                                                  ----        ----       ----
<S>                                            <C>          <C>        <C>
Gross unrealized gains                         $   150       $ 538      $ 521
Gross unrealized losses                         (1,185)       (290)      (302)
                                               --------      ------     ------
NET UNREALIZED (LOSSES) GAINS                   (1,035)        248        219
Unrealized losses credited to policyholders         37           0          0
Deferred income tax expense (benefit)             (350)         87         75
                                               --------      ------     ------
NET UNREALIZED  (LOSSES) GAINS AFTER TAX          (648)        161        144
Balance at beginning of year                       161         144        297
                                               --------      ------     ------
CHANGE IN NET UNREALIZED (LOSSES)GAINS ON
  FIXED MATURITIES                             $  (809)      $  17      $(153)
                                               --------      ------     ------
                                               --------      ------     ------
</TABLE>

     (D)  COMPONENTS OF NET REALIZED GAINS:

<TABLE>
<CAPTION>
                                                  1994        1993       1992
                                                  ----        ----       ----
<S>                                             <C>         <C>         <C>
Fixed maturities                                  $(34)       $(12)       $20
Equity securities                                  (11)          0          3
Real estate and other                               47          43         (3)
Less: (decrease)increase in liability
  to policyholders for realized gains               (5)         15         15
                                                 ------      ------     ------
NET REALIZED GAINS                                $  7        $ 16        $ 5
                                                 ------      ------     ------
                                                 ------      ------     ------
</TABLE>

                                      F-10

<PAGE>

     (E)  DERIVATIVE INVESTMENTS:

          A summary of investments, segregated by major category along with the
          types of derivatives and their respective notional amounts, are as
          follows as of December 31, 1994 :


<TABLE>
<CAPTION>
                            SUMMARY OF INVESTMENTS
                            AS OF DECEMBER 31, 1994
                               (CARRYING AMOUNTS)

                                                                         ISSUED CAPS,    PURCHASED
                                         TOTAL CARRYING        NON-        FLOORS &     CAPS, FLOORS        FUTURES          SWAPS
                                              VALUE         DERIVATIVE    OPTIONS (B)  & OPTIONS (C)          (D)             (F)
                                         --------------     ----------   ------------  -------------       --------         ------
<S>                                      <C>                <C>          <C>           <C>                 <C>              <C>
Asset Backed Securities                         $5,670          $5,690          $(31)            $24             $0          $(13)
Inverse Floaters (A)                               474             482            (9)              4              0            (3)
Anticipatory (E)                                   (30)              0             0               2              0           (32)
                                               --------        -------         ------         ------         ------         ------
TOTAL ASSET BACKED SECURITIES                    6,114           6,172           (40)             30              0           (48)

Other Bonds and Notes                            6,533           6,606             0               0              0           (73)

Short-Term Investments                             782             782             0               0              0             0
                                               --------        -------         ------         ------         ------         ------
TOTAL FIXED MATURITIES                          13,429          13,560           (40)             30              0          (121)

Other Investments                                3,105           3,105             0               0              0             0
                                               --------        -------         ------         ------         ------         ------

TOTAL INVESTMENTS                              $16,534         $16,665          $(40)            $30             $0         $(121)
                                               --------        -------         ------         ------         ------         ------
                                               --------        -------         ------         ------         ------         ------
</TABLE>

                     SUMMARY OF  INVESTMENTS IN DERIVATIVES
                            AS OF DECEMBER 31, 1994
                               (NOTIONAL AMOUNTS)

<TABLE>
<CAPTION>
                                                          ISSUED CAPS,    PURCHASED
                                         TOTAL NOTIONAL     FLOORS, &   CAPS, FLOORS,        FUTURES          SWAPS
                                            AMOUNT         OPTIONS (B)  & OPTIONS (C)          (D)             (F)
                                         --------------   ------------  -------------       --------         ------
<S>                                      <C>              <C>           <C>                 <C>             <C>
Asset Backed Securities                          $4,244         $1,311         $2,546            $75           $312
Inverse Floaters (A)                              1,129            277             63              3            786
Anticipatory (E)                                    835              0            209            101            525
                                                -------        -------        -------        -------        -------
TOTAL ASSET BACKED                                6,208          1,588          2,818            179          1,623

Other Bonds and Notes                               670              0             72             74            524

Short-Term Investments                                0              0              0              0              0
                                                -------        -------        -------        -------        -------
TOTAL FIXED MATURITIES                            6,878          1,588          2,890            253          2,147

Other Investments                                    16              0              3              0             13
                                                -------        -------        -------        -------        -------

TOTAL INVESTMENTS                                $6,894         $1,588         $2,893           $253         $2,160
                                                -------        -------        -------        -------        -------
                                                -------        -------        -------        -------        -------
</TABLE>

                                      F-11

<PAGE>

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

<TABLE>
<CAPTION>

                              ISSUED SWAPS, CAPS
                              FLOORS AND COLLARS   FUTURES  FORWARDS     TOTAL
                              ------------------   -------  --------     -----
<S>                           <C>                  <C>      <C>        <C>
Notional                                 $7,015     $1,792       $91   $8,898
Fair Value                                  $(4)        $0        $1      $(3)
</TABLE>

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

     (B)  Comprised primarily of caps ($1,459)  with a weighted average strike
          rate of 7.7% (ranging from 6.8% to 10.2%).  Over 70% mature in 1997
          and 1998.  Issued floors total $125  with a weighted average strike
          rate of 8.3% and mature in 2004.

     (C)  Comprised of purchased floors ($1,856), purchased options and collars
          ($633) and purchased caps ($404).  The floors have a weighted average
          strike price of 5.8% (ranging from 4.8% and 6.6%) and over 85% mature
          in 1997 and 1998.  The options and collars generally mature in 1995
          and 2002.  The caps have a weighted average strike price of 7.2%
          (ranging from 4.5% and 8.9%) and over 66%  mature in 1997 through
          1999.

     (D)  Over 95% of futures contracts expire before December 31, 1995.

     (E)  Deferred gains and losses on anticipatory transactions are included in
          the carrying value of  bond investments in the consolidated balance
          sheets.  At the time of  the ultimate purchase, they are reflected as
          a basis adjustment to the purchased asset.  At December 31, 1994,
          these were $(33) million in net deferred losses for futures, interest
          rate swaps and purchased options.

     (F)  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:

            MATURITY OF SWAPS ON INVESTMENTS  AS OF DECEMBER 31, 1994
<TABLE>
<CAPTION>

                                                                                                                          MATURITY
      DERIVATIVE TYPE                                  1995      1996      1997      1998      1999      2000+     TOTAL     LAST
      ---------------                                  ----      ----      ----      ----      ----      -----     -----  --------
<S>                                                   <C>       <C>       <C>       <C>       <C>       <C>       <C>     <C>
INTEREST RATE SWAPS:
PAY FIXED/RECEIVE VARIABLE:
Notional Value                                            $0       $15       $50        $0      $446      $268      $779      2004
Weighted Average Pay Rate                               0.0%      5.0%      7.2%      0.0%      8.2%      7.8%      7.9%
Weighted Average Receive Rate                           0.0%      6.4%      5.7%      0.0%      7.5%      6.5%      7.0%
PAY VARIABLE/RECEIVE FIXED:
Notional Value                                          $311       $50      $100       $25      $175      $100      $761      2002
Weighted Average Pay Rate                               5.1%      5.3%      5.5%      5.3%      5.4%      6.0%      5.4%
Weighted Average Receive Rate                           8.0%      8.0%      7.5%      4.0%      4.5%      7.2%      6.9%
PAY VARIABLE/RECEIVE DIFFERENT VARIABLE:
Notional Value                                           $95       $50       $18       $15        $5      $232      $415      2005
Weighted Average Pay Rate                               4.2%      6.4%      6.8%      6.2%      0.0%      6.0%      5.7%
Weighted Average Receive Rate                           9.1%      6.3%      9.5%      6.4%      0.0%      6.3%      7.1%
TOTAL INTEREST RATE SWAPS                               $406      $115      $168       $40      $626      $600    $1,955      2004
Total Weighted Average Pay Rate                         4.9%      5.7%      6.1%      5.6%      7.4%      6.8%      6.5%
Total Weighted Average Receive Rate                     8.2%      7.1%      7.2%      4.9%      6.7%      6.5%      7.0%
FOREIGN CURRENCY  SWAPS                                  $35       $46       $29       $15       $10       $70      $205      2002
TOTAL SWAPS                                             $441      $161      $197       $55      $636      $670    $2,160      2005
</TABLE>

                                       F-12

<PAGE>

          In addition to risk management through derivative financial
          instruments pertaining to the investment portfolio, interest rate
          sensitivity related to certain Company liabilities was altered
          primarily through interest rate swap agreements. The notional amount
          of the liability agreements in which the Company generally pays one
          variable rate in exchange for another, was $1.7 billion and $1.3
          billion at December 31, 1994 and 1993 respectively.  The weighted
          average pay rate is 6.2%; the weighted average receive rate is 6.6% ,
          and these agreements mature at various times through 2004.


     (F)  CONCENTRATION OF CREDIT RISK:
          The Company has a reinsurance recoverable of  $4.4  billion from
          Mutual Benefit Life Assurance Corporation (Mutual Benefit). The risk
          of Mutual Benefit becoming insolvent is mitigated by the reinsurance
          agreement's requirement that the assets be kept in a security trust
          with the Company as sole beneficiary.  Excluding investments in U.S.
          government and agencies, the Company has no other significant
          concentrations of credit risk.

          The Company currently owns $39.2 million par value of Orange County,
          California Pension Obligation Bonds, $17.1 million of which it
          continues to carry as available for sale under FASB 115 and $22.1
          million which are included in the Separate Account Assets.  While
          Orange County is currently operating under Protection of Chapter 9 of
          the Federal Bankruptcy Laws, the Company believes it is probable that
          it will collect all amounts due under the contractual terms of the
          bonds and that the bonds are not permanently or other than temporarily
          impaired.

          As of December 31, 1994 the Company owned $66.1 million of Mexican
          bonds, $52.3 million of which are payable in Mexican pesos but are
          fully hedged back to U.S. dollars, and $13.8 million of U.S. Dollar
          Denomination Mexican bonds.  The primary risks associated with these
          securities is a default by the Mexican government or imposition of
          currency controls that prevent conversion of Mexican pesos to U.S.
          dollars.  The Company believes both of these risks are remote.

     (G)  FIXED MATURITIES:
          The schedule below details the amortized cost and fair values of the
          Company's fixed maturities by component, along with the gross
          unrealized gains and losses:

<TABLE>
<CAPTION>

                                                       1994
                                                       ----
                                  GROSS        GROSS
                                AMORTIZED   UNREALIZED  UNREALIZED
                                  COST         GAINS      LOSSES    FAIR VALUE
                                ---------  -----------  ----------  ----------
<S>                             <C>        <C>          <C>         <C>
U.S. Government and government
  agencies and authorities:
- - guaranteed and sponsored         $1,516           $1       $(87)      $1,430
- - guaranteed and sponsored
  - asset backed                    4,256           78       (571)       3,763
States, municipalities and
  political subdivisions              148            1        (12)         137
International governments             189            1        (14)         176
Public utilities                      531            1        (32)         500
All other corporate                 3,717           38       (297)       3,458
All other corporate
  - asset backed                    2,442           30       (121)       2,351
Short-term investments              1,665            0        (51)       1,614
                                  -------        -----    --------     -------
TOTAL                             $14,464         $150    $(1,185)     $13,429
                                  -------        -----    --------     -------
                                  -------        -----    --------     -------
</TABLE>

                                      F-13

<PAGE>
<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        $ 1,637       $   15    $   (12)     $ 1,640
- - guaranteed and sponsored
  - asset backed                    4,070          235       (219)       4,086
States, municipalities and
  political subdivisions               73            9           0          82
International governments             100            5         (3)         102
Public utilities                      423           20         (2)         441
All other corporate                 3,598          180        (42)       3,736
All other corporate
  - asset backed                    1,806           74        (12)       1,868
Short-term investments                890            0           0         890
                                 --------      -------    --------    --------
TOTAL                             $12,597       $  538    $  (290)     $12,845

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

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

<TABLE>
<CAPTION>

                                        AMORTIZED COST    ESTIMATED FAIR VALUE
                                        --------------    --------------------
MATURITY
- --------
<S>                                     <C>                <C>
Due in one year or less                        $ 2,214                 $ 2,183
Due after one year through five years            7,000                   6,647
Due after five years through ten years           3,678                   3,334
Due after ten years                              1,572                   1,265
                                             ---------               ---------
                                               $14,464                 $13,429
                                             ---------               ---------
                                             ---------               ---------
</TABLE>

          Sales of  fixed maturities excluding short-term fixed maturities for
          the years ended 1994, 1993, and 1992 resulted in proceeds of $5,708,
          $8,813, and $5,728, respectively, resulting in gross realized gains of
          $71, $192, and $140, and gross  realized losses of  $100, $219, and
          $135, respectively, not including policyholder gains and losses.
          Sales of equity securities and other investments for the years ended
          December 31, 1994, 1993, and 1992 resulted in proceeds of $159, $127
          and $7, respectively, resulting in gross realized gains of $3, $0, and
          $3, and gross realized losses of $14, $0, and $0, respectively, not
          including policyholder gains and losses.

                                      F-14

<PAGE>

     (H)  FAIR VALUE OF FINANCIAL INSTRUMENTS NOT DISCLOSED ELSEWHERE :

          BALANCE SHEET ITEMS:

<TABLE>
<CAPTION>

                                           1994                     1993
                                  CARRYING       FAIR    CARRYING        FAIR
                                   AMOUNT        VALUE    AMOUNT         VALUE
                                 ---------      ------   --------       ------
<S>                              <C>            <C>     <C>            <C>
         ASSETS
Other invested assets:
Policy loans                        $2,614      $2,614     $1,397       $1,397
Mortgage loans                         316         316        228          228
Investments in partnership
  and trusts                            36          42         14           34
Miscellaneous                           67          67         22           63

         LIABILITIES
Other policy claims and
  benefits                         $13,001     $12,374    $11,140      $11,415
</TABLE>

          The following methods and assumptions were used to estimate the fair
          value of each class of financial instrument:policy and mortgage loan
          carrying amounts approximate fair value; 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.   INCOME TAX

          The Company  is included in ITT's consolidated U.S. Federal income tax
          return and remits to  (receives from) ITT a current income tax
          provision  (benefit) computed in accordance with the tax sharing
          arrangements between ITTand its  insurance subsidiaries.  The
          effective tax rate was 32% in 1994,  and approximates the U.S.
          statutory  tax rates of 35% in 1993 and 34% in 1992. The provision for
          income taxes was as follows:

<TABLE>
<CAPTION>
INCOME TAX EXPENSE:
                                                  1994      1993      1992
                                                  ----      ----      ----
<S>                                             <C>      <C>       <C>
     Current                                      $185   $ $ 190   $ $ 124
     Deferred                                     (120)     (115)      (79)
                                                -------  --------  --------
                                                  $ 65   $ $  75   $ $  45
                                                -------  --------  --------
                                                -------  --------  --------
</TABLE>

                                      F-15

<PAGE>

<TABLE>
<CAPTION>
                                                   1994      1993      1992
                                                   ----      ----      ----
<S>                                               <C>       <C>       <C>
TAX PROVISION AT U.S. STATUTORY RATE                $71       $76       $46
Tax-exempt income                                    (3)        0         0
Foreign tax credit                                   (1)        0         0
Other                                                (2)       (1)       (1)
                                                  -----     -----     -----
PROVISION FOR INCOME TAX                           $ 65       $75       $45
                                                  -----     -----     -----
                                                  -----     -----     -----
</TABLE>

     Income taxes paid  were $ 244 , $301 and $36 in 1994, 1993, and 1992
     respectively.  The current taxes due from or (to) Hartford Fire were $46,
     and  $19 in 1994 and 1993  respectively.

     Deferred  tax assets include the following:

<TABLE>
<CAPTION>
                                                   1994      1993
                                                   ----      ----
<S>                                              <C>       <C>
Tax deferred acquisition cost                     $284      $158
Book deferred acquisition costs and  reserves     (134)      (30)
Employee benefits                                    7         7
Unrealized loss on "available for sale"
  securities                                       353         3
Investments and other                               80       (24)
                                                -------   -------
                                                  $590      $114
                                                -------   -------
                                                -------   -------
</TABLE>

     Prior to the Tax Reform Act of 1984, the Life Insurance Company Income Tax
     Act of 1959 permitted the deferral from taxation of a portion of statutory
     income under certain circumstances.  In these situations, the deferred
     income was accumulated in a "Policyholders' Surplus Account" and will be
     taxable in the future only under conditions which management considers to
     be remote; therefore, no Federal income taxes have been provided on this
     deferred income.  The balance for tax return purposes of the Policyholders'
     Surplus Account as of December 31, 1994  was $24.

4.   REINSURANCE

     The Company cedes insurance to non-affiliated insurers in order to limit
     its maximum loss.  Such transfer does not relieve the Company  of its
     primary liability.  The Company also assumes insurance from other
     insurers.  Group life and accident and health insurance  business is
     substantially reinsured to affiliated companies.

     Life insurance net retained premiums were comprised of the following:

<TABLE>
<CAPTION>
                                                  1994      1993      1992
                                                  ----      ----      ----
<S>                                             <C>        <C>       <C>
Gross premiums                                   $1,316    $1,135      $680
Reinsurance assumed                                 299        93        30
Reinsurance ceded                                   515       481       451
                                                -------   -------     -----
NET RETAINED PREMIUMS                            $1,100      $747      $259
                                                -------   -------     -----
                                                -------   -------     -----
</TABLE>

                                      F-16

<PAGE>

     Life reinsurance recoveries, which reduced death and other benefits, for
     the years ended December 31, 1994, 1993 and 1992 approximated $164, $149,
     and $73, respectively.

     In December 1994, the Company assumed from a third party  approximately
     $500 million of corporate owned life insurance reserves on a coinsurance
     basis.   Also in December 1994, ILA ceded to ITT Lyndon Insurance Company
     $1 billion in individual fixed and  variable annuities on a modified
     coinsurance basis.  These transactions did not have a material impact on
     consolidated net income.

     In October 1994, HLR recaptured approximately $500 million of corporate
     owned life insurance from a third party reinsurer.  Subsequent to this
     transaction, HLIC and HLR restructured their coinsurance agreement from
     coinsurance to modified coinsurance, with the assets and policy liabilities
     placed in the separate account.  In May 1994, HLIC assumed and reinsured
     the life insurance policies and the individual annuities of Pacific
     Standard with reserves and account values of approximately $400 million.
     The Company received cash and investment grade assets  to support the life
     insurance and individual annuity contract obligations assumed.

     In June 1993, the Company assumed and partially reinsured the annuity, life
     and accident and sickness  insurance policies of Fidelity Bankers Life
     Insurance Company in Receivership for Conservation and Rehabilitation, with
     account values of $3.2 billion. The Company received cash and investment
     grade assets to assume insurance and annuity contract obligations.
     Substantially all of these contracts were placed in the Company's separate
     accounts.

     In November 1993, ILA acquired, through an assumption reinsurance
     transaction, substantially all of the individual fixed and variable annuity
     business of HLA.  As a result of this transaction, the assets and
     liabilities of the company increased approximately $1 billion. The excess
     of liabilities assumed over assets received, of $2, was recorded as a
     decrease to capital surplus.  The impact on consolidated net income was not
     significant.

     On November 4, 1992, the Company entered into a definitive agreement
     whereby the Company assumed the contract obligations of Mutual Benefit Life
     Assurance Corporation's  (Mutual Benefit) individual corporate owned life
     insurance (COLI) contracts.  The Company received $5.6 billion in cash and
     invested assets, $5.3 billion of which were policy loans, from Mutual
     Benefit for assuming the contract obligations.  Simultaneously, the Company
     coinsured approximately 84% of the contract obligations back to Mutual
     Benefit, HLR and an unaffiliated reinsurer. In August 1993, the Company
     received assets of $300 million for assuming the group COLI contract
     obligations of Mutual  Benefit, through an assumption reinsurance
     transaction.  Under the terms of the agreement, the Company coinsured back
     75% of the liabilities to Mutual Benefit.   All  assets supporting Mutual
     Benefit's reinsurance liability to HLIC are placed in a "security trust",
     with  Hartford Life as the sole beneficiary.  The impact on 1992
     consolidated net income was not significant.

     In 1992, all ordinary  individual life insurance written and in force in
     HLA was assumed by HLIC.  As a result of this transaction, the assets of
     HLIC increased by approximately $437,  liabilities increased approximately
     $403.  The excess of assets over liabilities of  $34 was recorded as an
     increase in capital.

5.   PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS

     The Company's employees are included in Hartford Fire's noncontributory
     defined benefit pension plans.  These plans provide pension benefits that
     are based on years of service and the employee's compensation during the
     last ten years of employment.  The Company's funding policy is to
     contribute annually an amount between the minimum funding requirements set
     forth in the Employee Retirement Income Security Act of 1974 and the
     maximum amount that can be deducted for Federal income tax purposes.
     Generally, pension costs are funded through the purchase of the Company's
     group pension contracts. The cost to the Company was approximately $2,  $3
     and $2 in 1994, 1993 and 1992, respectively.

     The Company provides certain health care and life insurance benefits for
     eligible retired employees. A substantial portion of the Company's
     employees may become eligible for these benefits upon retirement.
     Effective January 1, 1992, the Company adopted SFAS No. 106, using the
     immediate recognition method for all benefits accumulated to date.  As of
     June 1992, the Company amended its plans, effective January 1, 1993,
     whereby the Company's contribution for health care benefits will depend on
     the retiree's date of retirement and years of service. In addition, the
     plan amendments increased deductibles and set a defined dollar cap which

                                      F-17

<PAGE>

     limits average company contributions.  The effect of these changes is not
     material.  The Company has prefunded a portion of the health care and life
     insurance obligations through trust funds where such prefunding can be
     accomplished on a tax  effective basis.  Postretirement health care and
     life insurance benefits expense, allocated by Hartford Fire, was $1, $1,
     and $1, for 1994, 1993, and 1992 respectively.

     The assumed rate of future increases in the per capita cost of health care
     (the health care trendrate) was  11% for 1994, decreasing ratably to  6 %
     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.  The assumed weighted average
     discount rate was 8.5%.  To the extent that the actual experience differs
     from the inherent assumptions, the effect will be amortized over the
     average future service of the covered employees.

6.   BUSINESS SEGMENT INFORMATION

The reportable segments and product groups of HLIC and its subsidiaries are:
INDIVIDUAL LIFE AND ANNUITIES (ILAD)
- -Individual life
- -Fixed and variable retirement annuities

ASSET MANAGEMENT SERVICES (AMS)
- -Group Pension Plans products and services
- -Deferred Compensation Plans products and services
- -Structured Settlements and lottery annuities

SPECIALTY
- -Corporate Owned Life Insurance (COLI) and HLR

<TABLE>
<CAPTION>

                                            1994          1993          1992
                                           ------        ------        ------
<S>                                      <C>            <C>           <C>
REVENUES:
ILAD                                          $691          $595          $305
AMS                                            789           794           770
Specialty                                      919           425            96
                                           -------       -------       -------
                                            $2,399        $1,814        $1,171
                                           -------       -------       -------
                                           -------       -------       -------
INCOME BEFORE INCOME TAX:
ILAD                                          $139          $129           $73
AMS                                             38            71            56
Specialty                                       26            18             5
                                           -------       -------       -------
                                              $203          $218          $134
                                           -------       -------       -------
                                           -------       -------       -------
IDENTIFIABLE ASSETS:
ILAD                                       $26,668       $19,147        $9,474
AMS                                         13,334        12,416        11,198
Specialty                                    7,847         6,723         5,910
                                           -------       -------       -------
                                           $47,849     $  38,286     $  26,582
                                           -------       -------       -------
                                           -------       -------       -------
</TABLE>

7.   STATUTORY NET INCOME AND SURPLUS

     Substantially all of the statutory surplus is permanently reinvested or is
     subject to dividend restrictions relating to various state regulations
     which limit the payment of dividends without prior approval.

     Statutory net income and surplus as of December 31 were:

                                      F-18

<PAGE>

<TABLE>
<CAPTION>
                                              1994           1993         1992
                                              ----           ----         ----
<S>                                          <C>            <C>          <C>
Statutory net income                           $58            $63          $65

Statutory surplus                             $941           $812         $614
</TABLE>

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

8.   SEPARATE ACCOUNTS:

     The Company maintains separate account assets and liabilities totaling
     $22.8 billion and $16.3 billion at December 31, 1994 and 1993, respectively
     which are reported at fair value.  Separate account assets are segregated
     from other investments and are not subject  to claims that arise out of any
     other business of the Company.  Investment income and gains and losses of
     separate accounts accrue directly to the policyholder.  Separate accounts
     reflect two categories of risk  assumption:  non-guaranteed separate
     accounts totaling $14.8 billion and $11.5 billion at December 31, 1994 and
     1993, respectively,  wherein the policyholder assumes the investment risk,
     and guaranteed separate account assets totaling $8.0 billion and $4.8
     billion at December 31, 1994 and 1993,  respectively,  wherein the Company
     contractually guarantees either a minimum return or account value to the
     policyholder.  Investment income (including investment gains and losses) on
     separate account assets are not reflected in the Consolidated Statements of
     Income.  Separate account management fees, net of minimum guarantees, were
     $256, $189, and $92, in 1994, 1993, and 1992, respectively.

     The guaranteed separate accounts include modified guaranteed individual
     annuity, and modified guaranteed life insurance. The average credit
     interest rate on these contracts is 6.44%.  The assets that support these
     liabilities are comprised of $7.5 billion in bonds  and $.5 billion in
     policy loans.  The portfolios are segregated from other investments and
     are managed so as to minimize liquidity and interest rate risk.  In order
     to minimize the risk of disintermediation associated with early
     withdrawals, individual annuity and modified guaranteed life insurance
     contracts carry a graded surrender charge as well as a market value
     adjustment.  Additional investment risk is hedged using a variety of
     derivatives which total $(16.2) million in carrying value and $3.2 billion
     in notional amounts.

9.   COMMITMENTS AND CONTINGENCIES

     In August 1994, HLIC renewed a two year note purchase facility agreement
     which in certain instances obligates the Company to purchase up to $100
     million in collateralized notes from a third party.  The Company is
     receiving fees for this commitment.  At December 31, 1994, the Company has
     not purchased any notes under this agreement.

     In March 1987, HLIC guaranteed the commercial mortgages (principal and
     accrued interest) that were sold under a pooling and servicing agreement of
     the same date.  Mortgages aggregating approximately $53.0million were sold
     in this transaction, and the remaining balance on these loans is $21.1
     million.  There was no impact on operations due to this guarantee.

     Under insurance guaranty fund laws in most states, insurers doing business
     therein can be assessed up to prescribed limits for policyholder losses
     incurred by insolvent companies.  The amount of any future assessments on
     HLIC under these laws cannot be reasonably estimated.  Most of these laws
     do provide, however, that an assessment may be excused or deferred if it
     would threaten an insurer's own financial strength.  Additionally, guaranty
     fund assessments are used to reduce state premium taxes paid by the Company
     in certain states.

     The Company is involved in various legal actions, some of which involve
     claims for substantial amounts.  In the opinion of management the ultimate
     liability with respect to such lawsuits, as well as other contingencies, is
     not considered material in relation to the consolidated financial position
     of the Company.

                                      F-19

<PAGE>
                          UNDERTAKING TO FILE REPORTS

    Subject  to  the terms  and conditions  of Section  15(d) of  the Securities
Exchange Act of 1934, the undersigned Registrant hereby undertakes to file  with
the   Securities  and  Exchange  Commission   such  supplementary  and  periodic
information, documents,  and  reports  as  may be  prescribed  by  any  rule  or
regulation  of the Commission  heretofore or hereafter  duly adopted pursuant to
authority conferred in that section.

          UNDERTAKINGS AND REPRESENTATIONS AS REQUIRED BY RULE 6E-3(T)

    1. Separate Account VL I  meets the definition  of "Separate Account"  under
       Rule 6e-3(T).

    2. The Registrant represents that:

          (a)  it relies on Rule 6e-3(T)(b)(13)(ii)(F) to offer the Policies;
          (b)  the  level of mortality  and expense risk  charge is within the
               range of industry practice for comparable flexible contracts.
          (c)  the Company  has conducted  a survey  of similar  policies  and
               insurers  and determined that the charge is within the range of
               industry practice;
          (d)  the Company  undertakes  to  keep and  make  available  to  the
               Commission  upon request the  documents we used  to support the
               representation in (b); and
          (e)  the Company  further represents  that the  account will  invest
               only  in management investment  companies which have undertaken
               to have  a Board  of  Directors, a  majority  of whom  are  not
               interested persons of the Company, formulate and approve a plan
               under Rule 12b-1 to finance distribution expenses.
          (f)  The  life  insurer has  concluded  that there  is  a reasonable
               likelihood that the distribution  financing arrangement of  the
               separate    account   benefits   the   separate   account   and
               contractholders  and  will  keep  and  make  available  to  the
               Commission  on request a  memorandum setting for  the basis for
               this representation.

                         UNDERTAKING ON INDEMNIFICATION

    Article VIII  of the  Bylaws of  Hartford Insurance  Company, a  Connecticut
corporation,  provides  for  indemnification  of  its  officers,  directors  and
employees to the extent consistent with statutory requirements.

    Connecticut General  Laws Section  33-320a provides  for indemnification  of
officers, directors and employees of a corporation as follows:

    (b)  Except  as  otherwise provided  in  this section,  a  corporation shall
indemnify any person made a party to any proceeding, other than an action by  or
in  the right of the corporation,  by reason of the fact  that he, or the person
whose legal representative he  is, is or was  a shareholder, director,  officer,
employee  or agent  of the  corporation, or  an eligible  outside party, against
judgments, fines, penalties, amounts paid in settlement and reasonable  expenses
actually  incurred by him, and  the person whose legal  representative he is, in
connection with such proceeding. The corporation shall not so indemnify any such
person unless (1) such person, and the person whose legal representative he  is,
was  successful on the  merits in the  defense of any  proceeding referred to in
this subsection, or (2) it shall be  concluded as provided in subsection (d)  of
this  section that such person, and the person whose legal representative he is,
acted in good faith  and in a manner  he reasonably believed to  be in the  best
interests  of the corporation or, in the case of a person serving as a fiduciary
of an  employee benefit  plan or  trust, either  in the  best interests  of  the
corporation  or in the  best interests of the  participants and beneficiaries of
such employee benefit plan or trust  and consistent with the provisions of  such
employee  benefit plan  or trust  and, with  respect to  any criminal  action or
proceeding, that he had no reasonable cause to believe his conduct was unlawful,
or (3) the court, on application as provided in subsection (e) of this  section,
shall  have determined  that in  view of  all the  circumstances such  person is
fairly and reasonably entitled  to be indemnified, and  then for such amount  as
the  court shall  determine; except  that, in  connection with  an alleged claim
based upon his purchase or sale of  securities of the corporation or of  another
enterprise,  which he serves  or served at  the request of  the corporation, the
corporation shall only

                                       77
<PAGE>
indemnify such person after the court  shall have determined, on application  as
provided   in  subsection  (e)  of  this  section,  that  in  view  of  all  the
circumstances such person is fairly  and reasonably entitled to be  indemnified,
and  then for such amount  as the court shall  determine. The termination of any
proceeding by judgment,  order, settlement, conviction  or upon a  plea of  nolo
contendere or its equivalent shall not, of itself, create a presumption that the
person  did not act  in good faith  or in a  manner which he  did not reasonably
believe to be in the  best interests of the  corporation or of the  participants
and beneficiaries of such employee benefit plan or trust and consistent with the
provisions  of such  employee benefit  plan or  trust, or,  with respect  to any
criminal action or proceeding, that he had reasonable cause to believe that  his
conduct was unlawful.

    (c)  Except  as  otherwise provided  in  this section,  a  corporation shall
indemnify any person made a party to any  proceeding, by or in the right of  the
corporation,  to procure a judgment in its favor  by reason of the fact that he,
or the  person  whose legal  representative  he is,  is  or was  a  shareholder,
director,  officer, employee or agent of the corporation, or an eligible outside
party, against reasonable expenses actually  incurred by him in connection  with
such  proceeding in relation to  matters as to which  such person, or the person
whose legal representative he is, is  finally adjudged not to have breached  his
duty  to the  corporation, or  where the  court, on  application as  provided in
subsection (e) of this section,  shall have determined that  in view of all  the
circumstances  such person is fairly and  reasonably entitled to be indemnified,
and then for such amount as the court shall determine. The corporation shall not
so indemnify any such person for amounts paid to the corporation, to a plaintiff
or to  counsel  for  a  plaintiff  in  settling  or  otherwise  disposing  of  a
proceeding,  with  or  without  court  approval;  or  for  expenses  incurred in
defending a proceeding which is settled  or otherwise disposed of without  court
approval.

    (d)  The conclusion provided  for in subsection  (b) of this  section may be
reached by  any  one  of the  following:  (1)  The Board  of  Directors  of  the
corporation  by a consent in writing signed by a majority of those directors who
were not parties to such proceeding; (2) independent legal counsel selected by a
consent in writing signed by a majority of those directors who were not  parties
to  such proceeding;  (3) in the  case of  any employee or  agent who  is not an
officer or director of  the corporation, the  corporation's general counsel;  or
(4)  the shareholders of the  corporation by the affirmative  vote of at least a
majority of the voting power of shares not owned by parties to such  proceeding,
represented  at an annual  or special meeting of  shareholders, duly called with
notice of such purpose stated. Such person shall also be entitled to apply to  a
court  for such conclusion, upon application as provided in subsection (e), even
though the conclusion reached by any of the foregoing shall have been adverse to
him or to the person whose legal representative he is.

    (e) Where an application for indemnification or for a conclusion as provided
in this section is made to a court, it  shall be made to the court in which  the
proceeding  is pending or to the superior  court for the judicial district where
the principal office  of the corporation  is located. The  application shall  be
made  in such manner and form as may  be required by the applicable rules of the
court or, in the absence thereof, by direction of the court. The court may  also
direct  the notice be given in  such manner as it may  require at the expense of
the corporation to the shareholders of the corporation and to such other persons
as the court may designate. In the case of an application to a court in which  a
proceeding  is pending in which the person seeking indemnification is a party by
reason of the fact that he, as  the person whose legal representative he is,  is
or  was  serving at  the  request of  the  corporation as  a  director, partner,
trustee, officer, employee or agent of another enterprise, or as a fiduciary  of
an employee benefit plan or trust maintained for the benefit of employees of any
other  enterprise,  timely notice  of such  application shall  be given  by such
person to the corporation.

    (f) Expenses  which may  be  indemnifiable under  this section  incurred  in
defending  a proceeding may be  paid by the corporation  in advance of the final
disposition of such  proceeding as  authorized by  the Board  of Directors  upon
agreement by or on behalf of the shareholder, director, officer, employee, agent
or  eligible outside party, or his legal representative, to repay such amount if
he is  later  found  not  entitled  to be  indemnified  by  the  corporation  as
authorized in this section.

    (g)  A corporation shall  not indemnify any  shareholder, director, officer,
employee, agent or eligible outside  party, other than a shareholder,  director,
officer,  employee, agent or eligible outside party who is or was serving at the
request of the corporation as a director, officer, partner, trustee, employee or
agent of another enterprise, against  judgments, fines, penalties, amounts  paid
in  settlement  and expenses  to  an extent  either  greater or  less  than that
authorized in this section. No provision  made a part of the incorporation,  the
bylaws, a resolution or shareholders or directors, an agreement, or otherwise on
or  after October 1, 1982,  shall be valid unless  consistent with this section.
Notwithstanding the foregoing, the corporation may procure

                                       78
<PAGE>
insurance providing greater indemnification and may share the premium cost  with
any shareholder, director, officer, employee, agent or eligible outside party on
such  basis as  may be  agreed upon.  The rights  and remedies  provided in this
section shall be exclusive.

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

                                       79
<PAGE>
                       CONTENTS OF REGISTRATION STATEMENT

    This Registration Statement comprises the following papers and documents:

    The facing sheet.
    The prospectus consisting of   pages.
    The undertaking to file reports.
    The Rule 484 undertaking.
    The signatures.

    The following exhibits:

   
   (I)  The  following exhibits included herewith correspond to those required
        by paragraph A of the instructions for exhibits to Form N-8B-2.

    A.   (1) Resolution of Board of Directors  of the Company authorizing  the
             Separate Account; Filed with this Registration Statement.
         (2) Not applicable.

         (3) (a)  Principal Underwriting Agreement; and

         (3) (b)  Form  of  Selling Agreements;  Filed with  this Registration
                  Statement.
         (3) (c)  Not Applicable.

         (4) Not Applicable.

         (5) Form of Flexible  Premium Variable Life  Insurance Policy;  Filed
             with this Registration Statement.
         (6) (a)  Charter of Hartford Insurance Company; and

         (6) (b)  Bylaws   of   Hartford   Insurance   Company;   Filed   with
                  Registration Statement.
         (7) Not Applicable.

         (8) Not Applicable.

         (9) Not Applicable.

        (10) Form of Application for Flexible Premium Variable Life  Insurance
             Policies -- Filed with this Registration Statement.
        (11) Memorandum describing transfer and redemption procedures.

        (12) Power of Attorney.

  (II)  See Exhibit 1.A. (5) above.

  (III) Opinion  and consent  of Ken A.  McCullum, Actuary --  Filed with this
        Registration Statement.
  (IV)  No financial statement will be omitted from the Prospectus pursuant to
        Instruction 1(b) or (c) of Part I.

   (V)  Not Applicable.

    

                                       80
<PAGE>
                                   SIGNATURES

   
Pursuant  to the requirements of  the Securities Act of  1933 and the Investment
Company Act of 1940, the Registrant has duly caused this Registration  Statement
to be signed on its behalf by the undersigned thereunto duly authorized, and its
seal  to be herewith affixed and attested, all  in the city of Simsbury, and the
State of Connecticut on the ___ day of        , 1995.
    

                                             HARTFORD LIFE INSURANCE COMPANY
                                                  SEPARATE ACCOUNT VL I
                                                       (Registrant)

                                                By: /s/ STEPHEN P. MINIHAN

                                          --------------------------------------
                                            Stephen P. Minihan, Assistant Vice
                                                        President
                                                      and Controller

                                          HARTFORD LIFE INSURANCE COMPANY
                                                           (Depositor)

                                                By: /s/ STEPHEN P. MINIHAN

                                          --------------------------------------
                                            Stephen P. Minihan, Assistant Vice
                                                        President
                                                      and Controller

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.

   
<TABLE>
<S>                                             <C>
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*
Thomas M. Marra, Senior Vice President,              *By:           /s/ RODNEY J. VESSELS
  Director*                                        ----------------------------------------
                                                              Rodney J. Vessels
                                                               Attorney-In-Fact
Leonard E. Odell, Jr., Senior Vice President,
  Director*
Lowndes A. Smith, President, Chief Operating                                            Dated:
  Officer, Director*                                   ---------------------------------------
Raymond P. Welnicki, Senior Vice President,
  Director*
Lizabeth H. Zlatkus, Vice President, Director*
Donald J. Znamierowski, Vice President,
  Comptroller, Director*
</TABLE>
    

                                       75
<PAGE>
                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
   SCHEDULE 1 - SUMMARY OF INVESTMENTS - OTHER THAN INVESTMENTS IN AFFILIATES
                                DECEMBER 31, 1994
                                  (IN MILLIONS)

<TABLE>
<CAPTION>
                                                                                                AMOUNT
                                                                                               SHOWN ON
                                                                                               BALANCE
                    TYPE OF INVESTMENT                                  COST      FAIR VALUE     SHEET
                    ------------------                                ----------  ----------  ----------
<S>                                                                   <C>         <C>         <C>
FIXED MATURITIES


Bonds

 U.S. Government and government agencies
 and authorities:

 - guaranteed and sponsored                                           $    1,516  $    1,429  $    1,429

 - guaranteed and sponsored - asset backed                                 4,256       3,763       3,763

 States, municipalities and political subdivisions                           148         137         137

 International governments                                                   189         176         176

 Public utilities                                                            531         500         500

 All other corporate                                                       3,717       3,458       3,458

 All other corporate - asset backed                                        2,442       2,350       2,350

 Short-term investments                                                    1,665       1,616       1,616
                                                                          ------      ------      ------

TOTAL FIXED MATURITIES                                                    14,464      13,429      13,429


EQUITY SECURITIES


Common Stocks - industrial, miscellaneous and all other                       76          68          68
                                                                          ------      ------      ------

TOTAL FIXED MATURITIES AND EQUITY SECURITIES                              14,540      13,497      13,497


Policy loans                                                               2,614       2,614       2,614

Mortgage loans                                                               316         316         316

Other investments                                                            103         109         107
                                                                          ------      ------      ------


TOTAL INVESTMENTS                                                     $   17,573  $   16,536  $   16,534
                                                                          ------      ------      ------
                                                                          ------      ------      ------
</TABLE>

Note:    Fair values for stocks and bonds approximate those quotations published
         by applicable stock exchanges or are received from other reliable
         sources.  The fair value for short - term investments approximates
         cost.

         Policy and mortgage loan carrying amounts approximate fair value.

                                       S-1
<PAGE>

                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
               SCHEDULE III - SUPPLEMENTARY INSURANCE INFORMATION
                                  (IN MILLIONS)


<TABLE>
<CAPTION>
                                                                                          BENEFITS,       AMORTIZ-
                                                                                           CLAIMS         ATION OF
                                                                                          AND CLAIM       DEFERRED
               DEFERRED        FUTURE          OTHER         PREMIUMS         NET          ADJUST-         POLICY          OTHER
                POLICY         POLICY        POLICYHOL-     AND OTHER     INVESTMENT        MENT          ACQUISI-      INSURANCE
              ACQUISITION     BENEFITS       DER FUNDS     CONSIDERA-       INCOME         EXPENSES         TION         EXPENSES
 SEGMENT         COSTS              *                *        TIONS           (1)             (2)           COSTS           (3)
- -----------   -----------    -----------    -----------    -----------    -----------    -----------    -----------    -----------
<S>          <C>            <C>            <C>           <C>            <C>             <C>            <C>            <C>
 Year ended
 December 31,
    1994
- --------------

I LAD        $      1,708   $        582   $      4,257   $        492  $         199   $        334   $        137   $         80
AMS                   101            845         10,160             39            750            695              8             48
SPECIALTY               0            463          6,911            569            350            376              0            518
              -----------    -----------    -----------    -----------    -----------    -----------    -----------    -----------
             $      1,809   $      1,890   $     21,328   $      1,100   $      1,299   $      1,405   $        145   $        646
              -----------    -----------    -----------    -----------    -----------    -----------    -----------    -----------
              -----------    -----------    -----------    -----------    -----------    -----------    -----------    -----------


 Year ended
 December 31,
    1993
- --------------




I LAD        $      1,237   $        428   $      3,535   $        423   $        172    $       249    $        97   $        120
AMS                    97            703          9,026             35            759            662             16             45
SPECIALTY               0            528          5,673            289            136            135              0            272
              -----------    -----------    -----------    -----------    -----------    -----------    -----------    -----------
             $      1,334   $      1,659   $     18,234   $        747   $      1,067   $      1,046   $        113   $        437
              -----------    -----------    -----------    -----------    -----------    -----------    -----------    -----------
              -----------    -----------    -----------    -----------    -----------    -----------    -----------    -----------


 Year ended
 December 31,
    1992
- -------------

I LAD        $        698   $      1,115   $      1,004   $        178   $        127   $        104   $         49   $         79
AMS                   101            583          8,256             27            743            657              6             51
SPECIALTY               0             46          5,822             54             42             36              0             55
              -----------    -----------    -----------    -----------    -----------    -----------    -----------    -----------

             $        799   $      1,744   $     15,082   $        259   $        912   $        797   $         55   $        185
              -----------    -----------    -----------    -----------    -----------    -----------    -----------    -----------
              -----------    -----------    -----------    -----------    -----------    -----------    -----------    -----------
<FN>
(*)  As Restated

(1)  Investment income is allocated to the segments based on each segment's
     share of investable funds or on a direct basis, where applicable, including
     realized capital gains and losses.

(2)  Benefits, claims and claim adjustment expenses includes the increase in
     liability for future policy benefits and death, disability and other
     contract benefit payments.

(3)  Other insurance expenses are allocated to the segments based on specific
     identification, where possible, and related activities, including dividends
     to policyholders.
</TABLE>
                                       S-2
<PAGE>

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


<TABLE>
<CAPTION>

                                                                                                                   PERCENTAGE
                                                           CEDED TO             ASSUMED                            OF AMOUNT
                                        GROSS                OTHER            FROM OTHER              NET           ASSUMED
                                        AMOUNT             COMPANIES           COMPANIES            AMOUNT           TO NET
                                       ---------           ---------           ---------           ---------        ---------
<S>                                  <C>                 <C>                 <C>                 <C>               <C>
YEAR ENDED DECEMBER 31, 1994


LIFE INSURANCE IN FORCE              $   136,929         $    87,553         $    35,016         $    84,392            41.5%
                                       ---------           ---------           ---------           ---------

Premiums and other considerations
  ILAD                               $       448         $        71         $       106         $       483            22.0%
  AMS                                         39                   0                   0                  39             0.0%
  Specialty                                  521                 140                 188                 569            33.0%
  Accident and Health                        308                 304                   5                   9            55.6%
                                       ---------           ---------           ---------           ---------
TOTAL                                $     1,316                 515                 299               1,100            27.2%
                                       ---------           ---------           ---------           ---------
                                       ---------           ---------           ---------           ---------


YEAR ENDED DECEMBER 31, 1993

LIFE INSURANCE IN FORCE              $    93,099         $    71,415        $     27,067        $     48,751            55.5%
                                       ---------           ---------           ---------           ---------

Premiums and other considerations
  ILAD                               $       417         $        85        $         91        $        423            21.5%
  AMS                                         25                   0                   0                  25             0.0%
  Specialty                                  386                  97                   0                 289             0.0%
  Accident and Health                        307                 299                   2                  10            20.0%
                                       ---------           ---------           ---------           ---------
TOTAL                                $     1,135         $       481        $         93        $        747            12.4%
                                       ---------           ---------           ---------           ---------
                                       ---------           ---------           ---------           ---------

YEAR ENDED DECEMBER 31, 1992

LIFE INSURANCE IN FORCE              $    44,661         $    64,207         $    51,430         $    31,884           161.3%
                                                                               ---------           ---------

Premiums and other considerations
  ILAD                               $       208         $        71         $        27         $       164            16.5%
  AMS                                         27                   0                   0                  27             0.0%
  Specialty                                  153                  99                   0                  54             0.0%
  Accident and Health                        292                 281                   3                  14            21.4%
                                       ---------           ---------           ---------           ---------
TOTAL                                $       680         $       451         $        30         $       259            37.9%
                                       ---------           ---------           ---------           ---------
                                       ---------           ---------           ---------           ---------
</TABLE>


                                       S-3



<PAGE>

                                   Exhibit 1.A.(1)
ITT HARTFORD [Letterhead]


                                  CERTIFICATION

     I, Bruce D. Gardner, Secretary of Hartford Insurance Company, hereby
certify that the attached is a true copy of a resolution adopted by the Board of
Directors of said Company on September 21, 1992.



                                                  /s/ Bruce D. Gardner
                                                  ------------------------------
                                                       Secretary


<PAGE>

                         HARTFORD LIFE INSURANCE COMPANY

                              CONSENT OF DIRECTORS



The undersigned, being all of the Directors of Hartford Life Insurance Company
("Company"), hereby consent to the following actions in lieu of a quarterly
meeting.

OFFICER ELECTIONS

Resolved, that the following named individuals are hereby elected to the office
of the Company set forth opposite their names to serve at the pleasure of the
Board or until the next annual meeting or until their successor is elected:

          Howard A. York                Executive Vice President &
                                        Chief Investment Officer
          David A. Hall                 Senior Vice President & Actuary
          Juliana B. Dalton             Vice President
          Kevin L. Kirk                 Vice President
          Andrew W. Kohnke              Vice President
          Morris W. Kutcher             Vice President
          William H. Panning            Vice President
          Patrick D. McCabe             Assistant Vice President
          William P. Meaney             Assistant Vice President
          Jill A. Fields                Assistant Vice President
          Tracy T. Eccles               Assistant Vice President
          Luis F. Londono               Assistant Vice President
          John D. Wiggin                Assistant Vice President
          Gerald M. Lambert             Assistant Vice President
          Craig D. Raymond              Assistant Vice President
          Timothy M. Fitch              Assistant Vice President
          Ann M. de Raismes             Assistant Vice President
          Robert F. Nolan               Assistant Vice President
          Lizabeth L. H. Zlatkus        Assistant Vice President
          John R. Obermeier, III        Actuary
          Stephen J. Rulis              Associate Actuary
          Victor A. Bertolozzi, Jr.     Assistant Actuary
          David S. Mogul                Assistant Actuary


VARIABLE LIFE AUTHORITY - MICHIGAN

RESOLVED, that Company is hereby authorized to establish the standards of
conduct for the Company, its officers, directors, employees and affiliates with
respect to investments of variable life insurance separate accounts and variable
life insurance operations.

FURTHER RESOLVED, unless otherwise approved in writing by a commissioner in
advance of the transaction, with respect to variable life insurance separate
accounts, the Company or affiliate thereof shall not:

1.   Sell to, or purchase from, any such separate account established by the
     insurer any securities or other property, other than variable life
     insurance policies.


<PAGE>

HARTFORD LIFE INSURANCE COMPANY
1992 THIRD QUARTER CONSENT OF DIRECTORS
PAGE 2


2.   Purchase, or allow to be purchased for any such separate account, any
     securities of which the insurer or an affiliate is the issuer.

3.   Accept any compensation, other than a regular salary or wages from such
     insurer or affiliate, for the sale or purchase of securities to or from any
     such separate account other than as provided in 6.c. below.

4.   Engage in any joint transaction, participation, or common undertaking
     whereby such insurer or an affiliate participates with such a separate
     account in any transaction in which an insurer or any of its affiliates
     obtains an advantage in the price or quality of the item purchased, in the
     service received, or in the cost of such service and the insurer or any of
     its other affiliates is disadvantaged in any of these respects by the same
     transaction.

5.   Borrow money or securities from any such separate account other than under
     a policy loan provision.

6.   No provision of this resolution shall be construed to prohibit any of the
     following:

     a.   The investment of separate account assets in securities issued by 1 or
          more investment companies registered pursuant to the Investment
          Company Act of 1940 which is sponsored or managed by the insurer or an
          affiliate, and the payment of investment management or advisory fees
          on such assets.

     b.   The combination of orders for the purchase or sale of securities for
          the Company, an affiliate thereof, any separate accounts, or any 1 or
          more of them, which is for their mutual benefit or convenience so long
          as any securities so purchased or the proceeds of any sale thereof are
          allocated among the participants on some predetermined basis expressed
          in writing which is designed to assure the equitable treatment of all
          participants.

     c.   Company or an affiliate to act as a broker or dealer in connection
          with the sale of securities to or by such separate account; however,
          any commission fee or remuneration charged therefor shall not exceed
          minimum broker's commission established for any such transaction by
          any national securities exchange through which such transaction could
          be effected or such charges prevailing for arm's length transactions
          in the ordinary course of business in the community where such
          transaction is effected.

ESTABLISHMENT OF SEPARATE ACCOUNT

RESOLVED, that the Company is hereby authorized to establish a separate account
designated Separate Account VL I in accordance with state insurance laws and to
issue variable life insurance contracts with reserves for such contracts being
segregated in such separate account.


<PAGE>

HARTFORD LIFE INSURANCE COMPANY
1992 THIRD QUARTER CONSENT OF DIRECTORS
PAGE 3


RESOLVED, that the Officers of the Company are hereby authorized and directed to
take all actions necessary to:

     1.   Designate or redesignate the Accounts 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 Accounts will be sold to contract owners; and

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

DISCONTINUANCE OF SEPARATE ACCOUNT Y

RESOLVED, that, the discontinuance of Separate Account Y effective July 1, 1992
at 12:00 p.m. EDT (noon) and the transfer of any remaining assets in Separate
Account Y to the Company's General Account is hereby ratified.

FURTHER RESOLVED, that the Officers of the Company are hereby authorized and
directed to take all actions necessary to effect this discontinuance.



/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:  September 30, 1992


<PAGE>

   
    

                               Exhibit I A.(3)(a)

                         PRINCIPAL UNDERWRITER AGREEMENT

THIS AGREEMENT, dated as of the 21st day of September, 1992, made by and between
HARTFORD LIFE INSURANCE COMPANY ("HLIC" 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 HLIC has made provision for the
     establishment of a separate account within HLIC 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 Insurance Company
     Separate Account VL I (referred to as the "Unit Trust"); and

     WHEREAS, HESCO offers to the public a certain Individual Modified Flexible
     Premium Variable Life Insurance Policies policy (the "Policy") issued by
     HLIC with respect to the Unit Trust unites 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 Policy 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 Policy, will use its best efforts
     to effect offers and sales of the Policy 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 HLIC.
     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 relating to the sales and distribution of the Policy, the
     need for which arises out of its duties as principal underwriter of said
     Policy and relating to the creation of the Unit Trust.


<PAGE>

   
    

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 Policy if
     any of the foregoing in any way represent the duties, obligations, or
     liabilities of HLIC 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 Policies 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 designed 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 under a Policy 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 Policies 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 advice 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
          statement relating to units of interest issued with respect to the
          Unit Trust or of the initiation of any proceedings for that purpose;


<PAGE>

   
    

     (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.

     HLIC will furnish to HESCO such information with respect to the Unit Trust
     and the Policies in such from and signed by such of its officers and
     directors and HESCO may reasonable request and will warrant that the
     statements therein contained when so signed will be trust and correct.
     HLIC 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 an Principal Underwriter hereunder, upon 120 days' prior
written notice to HLIC.  However, such registration shall no become effective
until either the Unit Trust has been completely liquidated and the proceeds of
the liquidation distributed through HLIC to the Policy 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 Insurance Company, P.O. Box 2999,
                    Hartford, Connecticut, 06104.

               (b)  If to HESCO - Hartford Equity Sales Company, Inc., P.O. Box
                    2999, Hartford, Connecticut, 06104.

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


<PAGE>

   
    

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 any 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 September 21, 1992, 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 HLIC.

          (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 HLIC 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 HLIC, but such termination will not be effective
          until HLIC shall have policy with one or more persons to act as
          principal underwriter of the Policies.  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 INSURANCE COMPANY


Attest:


/s/ Bruce D. Gardner                    BY: /s/ John P. Ginnetti
- -----------------------------------         -------------------------------
         Bruce D. Gardner                          John P. Ginnetti
            Secretary                            Senior Vice President


(Seal)                                  HARTFORD EQUITY SALES COMPANY, INC.


Attest:


/s/ Bruce D. Gardner                    BY: /s/ John P. Ginnetti
- -----------------------------------         -------------------------------
         Bruce D. Gardner                          John P. Ginnetti
            Secretary                            Senior Vice President


<PAGE>

                                 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, if
        applicable,  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 listed on the Specifications Page as a Broker or General
        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.


                                       -1-

<PAGE>

        2.5.2    Company may, by written notice to Agent, refuse to permit any
                 sub-agent to solicit applications for the sales 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.

  2.6   If Agent is assigned a different Agent Class for different Lines of
        Business, the provisions of this Agreement, which specifically relate
        only to a particular Agent Class shall only apply to Agent in
        transacting that Line of Business for which the Agent is so classified,
        if any.

3.0 COMPENSATION

  3.1   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.

        3.1.1    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.

        3.1.2    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.

        3.1.3    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.

  3.2   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, or at such other location as the
        Company may designate, from time to time, in regard to its various lines
        of Business, of the required premium and compliance by Agent with any
        outstanding delivery requirements.

        3.2.1    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.

        3.2.2    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.


                                       -2-

<PAGE>

       3.3    Any compensation otherwise payable to Agent in accordance with
              this Section 3.0 shall be reduced by the amount so such
              compensation paid directly, at the direction of Agent, by Company
              to any person, or, in connection with group policies, by 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.

       3.4    In the event of termination of this Agreement for one or more of
              the reasons specified in Subsections 6.2.2 or 6.2.3 below, no
              further commissions or other compensation shall thereafter be
              payable.

       3.5    In the event of termination in accordance with Subsection 6.1
              below if in any calendar year following such termination the
              aggregate commissions payable hereunder for all life and health
              policies total less than $100.00, no further commissions shall be
              payable hereunder, other references to vesting to the contrary not
              withstanding.

4.0 GENERAL PROVISIONS

       4.1    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.

       4.2    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.


       4.3    Agent shall bear all of Agent's expenses incurred in the
              performance of this Agreement.

       4.4    Agent shall have a duty to obtain applications for Company and,
              where appropriate, to conserve and renew coverage placed with
              Company.

       4.5    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.

       4.6    Company reserves the right to modify, change or discontinue the
              offering or any form of Contract at any time.

       4.7    Except in regard to Commission Schedule changes as stated in
              Subsections 3.1.2, 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.


                                       -3-

<PAGE>

       4.8    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.

       4.9    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.

       4.10   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 benefits to be received thereon, or as
              to the financial position of Company.

       4.11   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.

              4.11.1    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 Subsection 4.11.

       4.12   Company shall indemnify and save Agent harmless from any liability
              resulting from damages sustained by a policy owner or certificate
              owner caused by acts or omissions of Company; except to the extent
              Agent's acts or omissions caused such liability.  Indemnification
              by Company is subject to the conditions that Agent promptly notify
              Company of any claim or suit made against Agent, and that Agent
              allow Company to make such investigation, settlement, or defense
              thereof as Company deems prudent.

       4.13   Except to the extent permitted by law, 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.

       4.14   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.

       4.15   Company may at any time deduct, from any monies due under this
              Agreement, every indebtedness or obligation of Agent to Company or
              to any of its affiliates.


                                       -4-

<PAGE>

            4.15.1  On termination of this Agreement, any outstanding
                    indebtedness to Company shall become immediately due and
                    payable.

5.0 LIMITATION OF AUTHORITY

    5.1     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.

    5.2     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.

            5.2.1   Any Contract not delivered, in accordance with this
                    Subsection 5.2, shall be returned to Company immediately.

6.0 TERMINATION

    6.1     This entire Agreement may be terminated by either party by giving
            thirty (30) days' notice in writing to the other party.

            6.1.1   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.

            6.1.2   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.

    6.2     This Agreement shall automatically terminate without notice upon the
            occurrence of any the events set forth below:

            6.2.1   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.

            6.2.2   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.


                                       -5-

<PAGE>

            6.2.3   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.

            6.2.4   When and if Agent fails to obtain renewal of a necessary
                    license in any jurisdiction, but only as to that
                    jurisdiction.

    6.3     The provisions of Sections 3.0, 4.0 and 5.0 and (if applicable)
            Subsection 7.5 (if applicable) shall survive the termination of this
            Agreement, as appropriate.

7.0 SEC REGISTERED CONTRACTS (IF APPLICABLE)

    7.1     If Agent is listed on the Specifications Page as a Broker or General
            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 or 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.

            7.1.1   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.

            7.1.2   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.

            7.1.3   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.


                                       -6-

<PAGE>

    7.2     If Agent is not 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.

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

            7.2.2   Each Agent which is not a Broker/Dealer hereby directs
                    Company to pay any compensation due, pursuant to Section 3,
                    to the Broker/Dealer.

            7.2.3   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.

    7.3     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.

    7.4     The provisions of Subsection 3.5 do not apply to any SEC Registered
            Contracts.

    7.5     With respect to SEC Registered Contracts, if Agent is disqualified
            for continued registration with the NASD, Company shall not be
            obligated to pay any compensation, if such payment would constitute
            a violation of NASD rules.

    7.6     In respect 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.  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.

    7.7     As to SEC Registered Contracts only, when and if Agent is
            disqualified for continued membership with the NASD or registration
            with the Securities and Exchange Commission, this Agreement shall
            automatically terminate without notice.

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


                                       -7-



<PAGE>

                         Hartford Life Insurance Company
                        Hartford, Connecticut  06104-2999
                           (A stock insurance company)

                        National Service Center Address:
                                 P.O. Box 59179
                          Minneapolis, Minnesota  55459

Will pay the Death Proceeds to the Beneficiary upon receipt at Our National
Service Center in Minneapolis, Minnesota of due proof of the Insured's death
while this policy was in force.


Signed for the Company



               /s/ Bruce D. Gardner               /s/ Lowndes A. Smith
          Bruce D. Gardner, SECRETARY        Lowndes A. Smith, PRESIDENT



READ YOUR POLICY CAREFULLY
This is a legal contract between You and Us.


                             RIGHT TO EXAMINE POLICY


We want You to be satisfied with the policy You have purchased.  We urge You to
examine it closely.  If, for any reason, You are not satisfied, You may
deliver or mail the policy to Us or to the agent from whom it was purchased
within ten days after You receive it or within 45 days after You sign the
application, whichever is later.  Upon delivery or mailing, the policy will be
rescinded and any premium paid will be refunded in full.


                  CASH SURRENDER VALUE PAYABLE ON MATURITY DATE
                         DEATH PROCEEDS PAYABLE AT DEATH
              SCHEDULED PREMIUMS PAYABLE DURING INSURED'S LIFETIME
                  PROVISION FOR ADDITIONAL UNSCHEDULED PREMIUMS
                                NON-PARTICIPATING


THE PORTIONS OF THE CASH VALUES PROVIDED BY THIS CONTRACT THAT ARE IN THE SUB-
ACCOUNTS ARE BASED ON THE INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT.  THEY ARE
VARIABLE AND NOT GUARANTEED AS TO FIXED DOLLAR AMOUNT.  THE AMOUNT OF THE DEATH
BENEFIT MAY BE FIXED OR VARIABLE DEPENDING ON THE INVESTMENT EXPERIENCE OF THAT
SEPARATE ACCOUNT.  DEATH BENEFIT GUARANTEED DURING THE GUARANTEE PERIOD IF
SCHEDULED PREMIUMS ARE PAID WHEN DUE AND NO LOANS OR WITHDRAWALS ARE TAKEN.  SEE
PAGE 7 FOR A DESCRIPTION OF THE DEATH BENEFIT.


                                MODIFIED FLEXIBLE
                                PREMIUM VARIABLE
                                 LIFE INSURANCE
                                     POLICY

<PAGE>

                                TABLE OF CONTENTS


                                                                            Page

Policy Specifications                                                         3

Definitions                                                                   5

Death Benefit                                                                 7

Premiums                                                                      8

Valuation Provisions                                                         11

Account Value, Cash Value and Cash Surrender Value                           11

Monthly Deduction Amount                                                     12

Transfers                                                                    13

Termination and Maturity Date                                                14

Reinstatement                                                                14

Non-Forfeiture Options                                                       15

Policy Loans                                                                 16

Partial Withdrawals                                                          18

Payments by Us                                                               18

Taxation                                                                     18

The Contract                                                                 18

Ownership and Beneficiary                                                    20

Exchange Option                                                              20

Income Settlement Options                                                    21

Riders Follow Page                                                           22



                                     PAGE 2

<PAGE>

                              POLICY SPECIFICATIONS

DATE OF ISSUE:           JANUARY 1, 1991     INSURED:               JOHN S. DOE

POLICY DATE:             JANUARY 1, 1991     ISSUE AGE/SEX:         35 MALE

GUARANTEE PERIOD:        10 YEARS            INSURANCE CLASS:       PREFERRED

MATURITY DATE:           JANUARY 1, 2056     INITIAL FACE AMOUNT:   $250,000

DEATH BENEFIT OPTION:    LEVEL               POLICY NUMBER:         VLOOOOOO1

OWNER:                   JOHN DOE            PREMIUM MODE:          ANNUAL

BENEFICIARY:             JANE DOE            FIRST SCHEDULED PREMIUM:  $1,956.76


                              SCHEDULE OF PREMIUMS
<TABLE>
<CAPTION>

                                                                   YEARS PAYABLE

MODIFIED FLEXIBLE PREMIUM
VARIABLE LIFE INSURANCE POLICY
WITH WAIVER OF PREMIUM RIDER


       <S>                              <C>                                <C>
       ANNUAL SCHEDULED PREMIUM:             $1,956.76                     1-65
       MODE FACTOR:                               1.00
                                        --------------
       SCHEDULED PREMIUM:                    $1,956.76


MONTHLY CHARGES FOR ADDITIONAL
BENEFITS, RATINGS, AND RIDERS

               ACCIDENTAL DEATH BENEFIT:         $1.00                     1-30
          DEDUCTION AMOUNT WAIVER RIDER:         $1.00                     1-30
</TABLE>



                                  MODE FACTORS

ANNUAL:  1.00       SEMI-ANNUAL:  0.51     QUARTERLY:  0.26      MONTHLY:  0.09



                                     PAGE 3

<PAGE>

POLICY NUMBER:      VLOOOOOO1
NAME OF INSURED:    JOHN S. DOE
ISSUE AGE/SEX:      35/M


                              POLICY SPECIFICATIONS

                          LIST OF SUBACCOUNTS AND FUNDS

EACH SUBACCOUNT OF THE HARTFORD LIFE INSURANCE COMPANY SEPARATE ACCOUNT VL I
INVESTS IN A SPECIFIC FUND OF EITHER THE HARTFORD OR THE PUTNAM CAPITAL MANAGER

         LISTED BELOW ARE THE SUBACCOUNTS AND THE FUNDS THEY INVEST IN.

           SUBACCOUNT                                 FUND

HARTFORD  BOND/DEBT SECURITIES           HARTFORD BOND/DEBT SECURITIES
HARTFORD  STOCK                          HVA STOCK
HARTFORD  MONEY MARKET                   HVA MONEY MARKET
HARTFORD  ADVISERS                       HVA ADVISERS
HARTFORD  AGGRESSIVE GROWTH              HVA AGGRESSIVE GROWTH
HARTFORD  GNMA/MORTGAGE SECURITIES       HARTFORD GNMA/MORTGAGE SECURITIES
HARTFORD  INDEX                          HARTFORD INDEX
HARTFORD  INTERNATIONAL OPPORTUNITIES    HARTFORD INTERNATIONAL OPPORTUNITIES

PUTNAM GLOBAL GROWTH                      PCM GLOBAL GROWTH
PUTNAM GROWTH AND INCOME                  PCM GROWTH AND INCOME
PUTNAM HIGH YIELD                         PCM HIGH YIELD
PUTNAM MONEY MARKET                       PCM MONEY MARKET
PUTNAM MULTI-STRATEGY                     PCM MULTI-STRATEGY
PUTNAM U.S. GOVERNMENT AND                PCM U.S. GOVERNMENT AND
       HIGH QUALITY BOND                      HIGH QUALITY BOND
PUTNAM VOYAGER                            PCM VOYAGER
PUTNAM UTILITIES GROWTH AND INCOME        PCM UTILITIES GROWTH AND INCOME

INITIAL ALLOCATION OF NET PREMIUMS: HARTFORD MONEY MARKET SUBACCOUNT  100%

                         TABLE OF TARGET ACCOUNT VALUES

                          YEAR     TARGET ACCOUNT VALUE

                           1                  2,123.22
                           2                  3,562.18
                           3                  5,015.97
                           4                  6,516.46
                           5                  8,078.66
                           6                  9,715.23
                           7                 11,427.49
                           8                 13,219.82
                           9                 15,093.96

THE ABOVE TARGET ACCOUNT VALUES ARE USED TO DETERMINE WHETHER OR NOT SCHEDULED
PREMIUMS DUE DURING THE GUARANTEE PERIOD ARE REQUIRED.  SEE THE PREMIUMS SECTION
OF CONTRACT FOR MORE DETAIL.

GUIDELINE ANNUAL PREMIUM:          $2,794.43

THE GUIDELINE ANNUAL PREMIUM IS USED BY THE SEC TO DETERMINE MAXIMUM ALLOWABLE
SALES LOADS.

                                     PAGE 3A

<PAGE>

POLICY NUMBER:      VL0000001
NAME OF INSURED:    JOHN S. DOE
ISSUE AGE/SEX:      35/M


                              POLICY SPECIFICATIONS

                   TABLE OF MINIMUM DEATH BENEFIT PERCENTAGES
             AND MONTHLY MAXIMUM COST OF INSURANCE RATES PER $1,000

<TABLE>
<CAPTION>
                                  MAXIMUM                                     MAXIMUM
               MINIMUM            COST OF                  MINIMUM            COST OF
ATT         DEATH BENEFIT        INSURANCE      ATT     DEATH BENEFIT        INSURANCE
AGE          PERCENTAGES           RATE         AGE      PERCENTAGES           RATE
<S>         <C>                  <C>            <C>      <C>                 <C>
 35             424.16            0.0770         68         156.15            2.4930
 36             409.19            0.0880         69         152.76            2.7480
 37             394.97            0.1090         70         149.53            3.0370
 38             381.32            0.1200         71         146.48            3.3660
 39             368.15            0.1270         72         143.61            3.7460

 40             355.41            0.1310         73         140.92            4.1760
 41             343.10            0.1360         74         138.40            4.6480
 42             331.19            0.1410         75         136.04            5.1530
 43             319.69            0.1470         76         133.83            5.6870
 44             308.54            0.1490         77         131.74            6.2440

 45             298.70            0.2880         78         129.76            6.8290
 46             289.24            0.3110         79         127.89            7.4600
 47             280.14            0.3360         80         126.11            8.1570
 48             271.37            0.3630         81         124.44            8.9380
 49             262.94            0.3930         82         122.88            9.8180

 50             254.84            0.4280         83         121.43           10.7950
 51             247.06            0.4670         84         120.10           11.8480
 52             239.59            0.5120         85         118.87           12.9540
 53             232.44            0.5630         86         117.72           14.0980
 54             225.59            0.6210         87         116.65           15.2630

 55             219.03            0.6850         88         115.62           16.4440
 56             212.76            0.7550         89         114.61           17.6580
 57             206.75            0.8290         90         113.61           18.9210
 58             201.00            0.9120         91         112.58           20.2630
 59             195.49            1.0040         92         111.50           21.7350

 60             190.22            1.1080         93         110.33           23.4790
 61             185.19            1.2230         94         109.06           25.8190
 62             180.40            1.3550         95         107.72           29.3220
 63             175.84            1.5050         96         106.34           35.0830
 64             171.50            1.6720         97         105.03           45.0830

 65             167.37            1.8540         98         104.00           62.0960
 66             163.45            2.0520         99         100.00           83.3330
 67             159.71            2.2630
</TABLE>

THE MINIMUM DEATH BENEFIT PERCENTAGES ARE DETERMINED TO COMPLY WITH SECTION 7702
OF THE INTERNAL REVENUE CODE.

THE MAXIMUM COST OF INSURANCE RATES DO NOT EXCEED THE COST OF INSURANCE RATES
BASED ON THE 1980 COMMISSIONERS STANDARD ORDINARY SMOKER/NONSMOKER MORTALITY
TABLES.

                                     PAGE 4

<PAGE>

POLICY NUMBER:      VL0000001
NAME OF INSURED:    JOHN S. DOE
ISSUE AGE/SEX:      35/M


                              POLICY SPECIFICATIONS


FIXED ACCOUNT MINIMUM CREDITED RATE:                        4.00%
POLICY LOAN INTEREST RATE:                                  8.00%

                                 PREMIUM FACTORS
<TABLE>
<CAPTION>

                                                   PREMIUM     PREMIUM     NET
                                                    CREDIT       TAX     PREMIUM
                                                    FACTOR      FACTOR    FACTOR
<S>                                                <C>         <C>       <C>
FOR PREMIUMS PAID IN YEAR 1:

APPLICABLE TO PREMIUMS PAID UP TO   $1,956.76        50.00%     2.25%     47.75%
APPLICABLE TO OTHER PREMIUMS:                       100.00%     2.25%     97.75%

FOR PREMIUMS PAID IN YEARS 2-10:

APPLICABLE TO PREMIUMS PAID UP TO   $2,794.43        89.00%     2.25%     86.75%
APPLICABLE TO OTHER PREMIUMS:                       100.00%     2.25%     97.75%

FOR PREMIUMS PAID IN YEAR 11 AND LATER:

APPLICABLE TO PREMIUMS PAID UP TO   $2,794.43        97.00%     2.25%     94.75%
APPLICABLE TO OTHER PREMIUMS:                       100.00%     2.25%     97.75%
</TABLE>

                       MAXIMUM MONTHLY ADMINISTRATIVE FEES
<TABLE>
<CAPTION>
     <S>                                                              <C>
     POLICY YEARS 1  - 1                                              $29.17
     POLICY YEARS 2  - 10                                              $8.33
     POLICY YEARS 11 - 65                                             $12.00
</TABLE>

                             OTHER FEES AND CHARGES
<TABLE>
<CAPTION>
     <S>                                                            <C>
     TRANSFER CHARGE (FIRST 4 IN ANY YEAR)                             $0.00
     PER TRANSFER IN EXCESS OF 4 IN ANY YEAR                          $25.00

     FACE AMOUNT INCREASE FEE (EACH INCREASE)                        $100.00

     MORTALITY AND EXPENSE RISK RATE                                0.000500
</TABLE>

                     SURRENDER CHARGES
<TABLE>
<CAPTION>

         POLICY      SURRENDER   POLICY      SURRENDER
          YEAR        CHARGE      YEAR         CHARGE
         <S>         <C>         <C>         <C>
          1          2,152.45      6           956.65

          2          1,913.29      7           717.49

          3          1,674.13      8           478.33

          4          1,434.97      9           239.17

          5          1,195.81     10+            0.00
</TABLE>

                                     PAGE 4A
<PAGE>
                                                                    10/19/92

DEFINITIONS         The definitions in this section apply to the following words
                    and phrases whenever and wherever they appear in this
                    policy.

                    ACCOUNT VALUE: an amount We use to determine certain policy
                    benefits and charges. See the Account Value, Cash Value and
                    Cash Surrender Value provisions for a more detailed
                    explanation.

                    ACCUMULATION UNIT: an accounting unit used to calculate the
                    value of a Sub-Account.

                    ANNUAL SCHEDULED PREMIUM: initially, the amounts shown on
                    Page 3 in the Schedule of Premiums.

                    ATTAINED AGE: the Issue Age plus the number of fully
                    completed Policy Years.

                    CASH SURRENDER VALUE: the Cash Value less all indebtedness.

                    CASH VALUE: the Account Value less any applicable Surrender
                    Charges.

                    DATE OF ISSUE: the date shown on Page 3 from which Suicide
                    and Incontestability provisions are measured.

                    DEATH BENEFIT OPTION: the Death Benefit Option in effect
                    determines how the Death Benefit is calculated. The three
                    Death Benefit Options provided are described in the Death
                    Benefit section.

                    DEATH PROCEEDS: the amount which We will pay on the death of
                    the Insured.

                    FACE AMOUNT: on the Policy Date, the Face Amount equals the
                    Initial Face Amount. Thereafter it may change in accordance
                    with the terms of the Death Benefit provision and the
                    Partial Withdrawal provision.

                    FUNDS: the registered open end management investment
                    companies in which the assets of the Separate Account may be
                    invested.

                    GUARANTEE PERIOD: the period which begins on the Policy Date
                    and continues for the duration shown on Page 3.

                    INDEBTEDNESS: all outstanding loans on this policy,
                    including any interest due or accrued.

                    INITIAL FACE AMOUNT: the amount shown on Page 3.

                    INSURED: the person whose life is insured under this policy
                    as shown on Page 3.

                    IN WRITING: in a written form satisfactory to Us.

                    ISSUE AGE: as of the Policy Date, the Insured's age on
                    his/her last birthday.

                    LOAN ACCOUNT: an account established for any amounts
                    transferred from the Fixed Account and Sub-Accounts as a
                    result of loans. The account is credited with interest, and
                    is not based on the experience of any Separate Account.

                    MATURITY DATE: the date, shown on Page 3, on which the
                    policy will mature.

                                     Page 5

<PAGE>

DEFINITIONS
(CONTINUED)         MONTHLY ACTIVITY DATE: the Policy Date and the same date in
                    each succeeding month as the Policy Date except that
                    whenever the Monthly Activity Date falls on a date other
                    than a Valuation Day, the Monthly Activity Date will be
                    deemed the next Valuation Day.

                    NET PREMIUM: the amount of premium actually credited to the
                    Account Value. This is the premium paid by You multiplied by
                    the Net Premium Factor. The Net Premium Factor is shown on
                    Page 4A.

                    NET PREMIUM FACTOR: the Premium Credit Factor minus the
                    Premium Tax Factor.

                    POLICY ANNIVERSARY: an anniversary of the Policy Date.
                    Similarly, Policy Years are measured from the Policy Date.

                    POLICY DATE: the date shown on Page 3 from which Policy
                    Anniversaries and Policy Years are determined.

                    POLICY LOAN RATE: the interest rate charged on policy loans.

                    PREMIUM CREDIT FACTOR: the credit factor shown on Page 4A.

                    PREMIUM TAX FACTOR: the tax factor shown on Page 4A.

                    PRO-RATA BASIS: an allocation method based on the proportion
                    of the Account Value in the Fixed Account and each Sub-
                    Account.

                    SCHEDULED PREMIUM: the amount of premium, shown on Page 3,
                    for which We will bill You. This is equal to the Annual
                    Scheduled Premium, shown on Page 3, multiplied by the mode
                    factor, as shown on Page 3.

                    SEPARATE ACCOUNT: an account entitled Separate Account VL I
                    which has been established by the Hartford Life Insurance
                    Company to separate the assets funding the variable benefits
                    for the class of contracts to which this policy belongs from
                    the other assets of the Hartford Life Insurance Company.
                    Separate Account VL I will have the Funds listed on Page 3A
                    as its underlying investments.

                    SUB-ACCOUNTS: the subdivisions of the Separate Account.
                    These are shown on Page 3A.

                    TARGET ACCOUNT VALUE: those values, as shown on Page 3A, for
                    each Policy Year during the Guarantee Period.

                    VALUATION DAY: the date on which a Sub-Account is valued.
                    This occurs every day We are open and the New York Stock
                    Exchange is open for trading.

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

                    YOU, YOUR: the Owner of the policy.

                    WE, US, OUR, THE COMPANY: Hartford Life Insurance Company.

                                     Page 6

<PAGE>

DEATH BENEFIT       GENERAL
                    The Death Benefit depends upon (a) the Death Benefit Option
                    in effect as, as shown on Page 3; and (b) the Minimum Death
                    Benefit described below.

                    DEATH BENEFIT OPTION
                    You have three Death Benefit Options.

                    1.   Under the Level Death Benefit Option, the Death Benefit
                         is the Face Amount on the date of the Insured's death.

                    2.   Under the Return of Account Value Death Benefit Option,
                         the Death Benefit is the Face Amount plus the Account
                         Value on the date of the Insured's death.

                    3.   Under the Return of Premium Death Benefit Option, the
                         Death Benefit is the Face Amount on, plus the sum of
                         the Scheduled Premiums paid up to the date of the
                         Insured's death.

                    OPTION CHANGE
                    After the Guarantee Period, You may change the Return of
                    Premium or Return of Account Value Death Benefit to the
                    Level Death Benefit. If that Option Change is elected, the
                    Face Amount will become that amount available as a Death
                    Benefit immediately prior to the Option Change.

                    MINIMUM DEATH BENEFIT
                    To ensure that the policy continues to qualify as life
                    insurance under the Internal Revenue Code, We will
                    automatically increase the Death Benefit so that it will
                    never be less than the appropriate Attained Age percentage
                    of the Account Value. The applicable percentages are shown
                    in the table of Minimum Death Benefit Percentages on Page 4.


                    DEATH BENEFIT GUARANTEE
                    During the Guarantee Period, if all Scheduled Premiums are
                    paid when due and if Indebtedness does not exceed the Cash
                    Value, this policy will not terminate due to insufficient
                    Cash Surrender Value, regardless of the investment
                    experience of the Funds.

                    DEATH PROCEEDS
                    The Death Proceeds are the amount which We will pay on the
                    death of the Insured. This equals the Death Benefit less
                    any Indebtedness and less any due and unpaid Monthly
                    Deduction Amounts occurring during a Grace Period.

                    INCREASES AND DECREASES IN FACE AMOUNT
                    At any time after the Guarantee Period, You may request a
                    change in the Face Amount by writing to Us.

                    The minimum Face Amount for increases or decreases will be
                    based on Our rules then in effect.

                                     Page 7

<PAGE>

DEATH BENEFIT       All requests to increase the Face Amount must be applied for
(CONTINUED)         on a new application and accompanied by this policy. All
                    requests will be subject to evidence of insurability
                    satisfactory to Us. Any increase approved by Us will be
                    effective on the date shown on the new policy specifications
                    page, provided that the deduction for the Cost of Insurance
                    for the first month is made. The Monthly Administrative Fee
                    on the first Monthly Activity Date on or after the effective
                    date of the increase will reflect a charge for the increase.
                    This charge will not exceed the Face Amount Increase Fee
                    shown on Page 4A.

                    A decrease in the Face Amount will be effective on the
                    Monthly Activity Date following the date We receive the
                    request. The remaining Face Amount must not be less than Our
                    minimum rules then in effect. Decreases will be applied:

                    (a)  to the most recent increase; then
                    (b)  successively to each prior increase; and then
                    (c)  to the Initial Face Amount.

                    If You ask to decrease Your Face Amount below the Initial
                    Face Amount, We will deduct a portion of any remaining
                    Surrender Charge from Your Account Value. This will be done
                    on a Pro-Rata Basis. Your Surrender Charge will be reduced
                    by the same amount.

                    The amount of the reduction will be equal to:

                    (a)  the Initial Face Amount minus the requested Face
                         Amount, times
                    (b)  the Surrender Charge on the date of the request to
                         change the Face Amount, divided by
                    (c)  the Initial Face Amount.

                    We reserve the right to limit the number of increases or
                    decreases made under this policy to not more than one in any
                    12 month period.

PREMIUMS            GENERAL
                    All premiums are payable either:

                    (a)  to Us at the address shown on the premium notice; or
                    (b)  to Our authorized agent in exchange for a receipt
                         signed by Our President or Secretary and countersigned
                         by such agent.

                    Checks should be made payable to Hartford Life Insurance
                    Company.

                    We will apply any amount received under this policy as a
                    premium unless it is clearly marked otherwise. The premium
                    will be applied on the date We receive it at the address
                    shown on the premium notice.

                    PREMIUM PAYMENTS
                    The initial Schedule of Premiums is shown on Page 3.

                    The premium mode and mode factors are shown on Page 3. The
                    premium mode may be changed on any Policy Anniversary, upon
                    Our approval, subject to Our administrative rules.

                                     Page 8

<PAGE>

PREMIUMS            PREMIUM ALLOCATION
(CONTINUED)         The initial Net Premium will be allocated to the Hartford
                    Money Market Sub-Account on the later of:

                    (a)  the Policy Date; and
                    (b)  the date We receive the premium.

                    The Accumulated Value in this Hartford Money Market Sub-
                    Account will then be allocated to the Fixed Account and Sub-
                    Accounts according to the premium allocation specified in
                    the application on the latest of:

                    (a)  45 days after the application is signed;
                    (b)  10 days after We receive the premium; and
                    (c)  the date We receive the final requirement to put the
                         policy in force.

                    Any additional Net Premiums received by Us prior to such
                    date will be allocated to the Hartford Money Market Sub-
                    Account.

                    Upon written request, You may change the premium allocation.
                    Subsequent Net Premiums will be allocated to the Fixed
                    Account and Sub-Accounts according to Your most recent
                    instructions, subject to the following. The Account Value
                    may be allocated to no more than five of these. If We
                    receive a premium and Your most recent allocation
                    instructions would violate this requirement, We will
                    allocate the Net Premium to the Fixed Account and Sub-
                    Accounts according to Your previous premium allocation.

                    POLICY SURPLUS
                    The Policy Surplus for the first Policy Year is zero.

                    The Policy Surplus for each subsequent Policy Year is (a)
                    minus (b), but never less than zero where:

                    (a)  is the Account Value at the end of the previous Policy
                         Year; and
                    (b)  is the Target Account Value for the previous Policy
                         Year.

                    Once determined for a given Policy Year, the Policy Surplus
                    remains constant for that Policy Year.

                    We use the Policy Surplus to determine whether or not this
                    policy will terminate if Scheduled Premiums are not paid
                    when due. See the Scheduled Premiums provision below for
                    more details on this.

                    SCHEDULED PREMIUMS
                    The first Scheduled Premium is due on the Policy Date. No
                    insurance is effective until the first Scheduled Premium is
                    paid. During the Guarantee Period, each Scheduled Premium
                    after the first is due at the expiration of the period for
                    which the preceding Scheduled Premium was paid. A Scheduled
                    Premium may be paid at any time prior to its due date,
                    subject to the premium limitations as indicated in the
                    Premium Limitation section.

                    During the Guarantee Period, if all Scheduled Premiums are
                    paid when due and if Indebtedness does not exceed the Cash
                    Value, this policy will not terminate due to insufficient
                    Cash Surrender Value, regardless of the investment
                    experience of the Funds.

                                     Page 9

<PAGE>

PREMIUMS            During the Guarantee Period, if You fail to pay a Scheduled
(CONTINUED)         Premium when due and if, on the premium due date and for the
                    rest of that Policy Year, the Policy Surplus exceeds the
                    indebtedness, payment of that Scheduled Premium will not be
                    required. This policy will not terminate due to this
                    nonpayment.

                    After the Guarantee Period, the Company will send reminder
                    notices for the Owner to pay Scheduled Premiums during the
                    Insured's lifetime. Payment of the Scheduled Premium may not
                    be sufficient to keep the policy in force after the end of
                    the Guarantee Period.

                    UNSCHEDULED PREMIUMS
                    Any premium We receive under this policy in an amount
                    different from the Scheduled Premium will be considered an
                    Unscheduled Premium. Unscheduled Premiums of at least $50.00
                    can be made at any time while the policy is in force.

                    LAPSES AND GRACE PERIODS
                    During the Guarantee Period: If, on any given Monthly
                    Activity Date, the Policy Surplus for that Policy Year is
                    zero or less than the Indebtedness, all Scheduled Premiums
                    due in that Policy Year, on or before that date, are
                    required and therefore must be paid. For any such required
                    Scheduled Premium not paid on or before its due date, We
                    will allow a Grace Period which ends 61 days after that
                    Monthly Activity Date. During this time this policy will
                    continue in force. If any such required Scheduled Premium is
                    not paid by the end of this Grace Period, this policy will
                    terminate except as provided under the Non-Forfeiture
                    Options or unless You have elected the Automatic Premium
                    Loan Option.

                    After the Guarantee Period: The policy will terminate 61
                    days after a Monthly Activity Date on which the Cash
                    Surrender Value is less than zero. The 61-day period is the
                    Grace Period. If sufficient premium is not paid by the end
                    of the Grace Period, the policy will terminate without
                    value. The Company will mail the Owner and any assignee
                    written notice of the amount of premium that will be
                    required to continue this policy in force at least 61 days
                    before the end of the Grace Period. The premium required
                    will be no greater than the amount required to pay three
                    Monthly Deduction Amounts as of the day the Grace Period
                    begins. If that premium is not paid by the end of the Grace
                    Period, this policy will terminate.

                    AUTOMATIC PREMIUM LOAN OPTION
                    If You elect t his option, We will automatically process a
                    policy loan to pay any Scheduled Premium which is due and
                    not paid by the end of its grace period. You may elect this
                    option in the application or by requesting it in Writing
                    while no Scheduled Premium is outstanding beyond its due
                    date.

                    The Automatic Premium Loan Option will not be available if:

                    (a)  You revoke the election in Writing; or
                    (b)  the loan amount needed to pay any unpaid Scheduled
                         Premium would exceed the Cash Surrender Value on the
                         most recent Scheduled Premium due date.

                    In either instance, the Non-Forfeiture Options will apply as
                    of the end of the grace period.

                                     Page 10

<PAGE>

PREMIUMS            PREMIUM LIMITATION
(CONTINUED)         If premiums are received which would cause the policy to
                    fail to meet the definition of a life insurance contract in
                    accordance with the Internal Revenue Code, We will refund
                    the excess premium payments. We will refund such premium
                    payments and interest thereon within 60 days after the end
                    of a Policy Year.

                    Except for Scheduled Premiums that are required, a premium
                    payment that results in an increase in the Death Benefit
                    greater than the amount of the premium will be accepted only
                    after We approve evidence of insurability.

                    VALUATION PROVISIONS

                    SUB-ACCOUNT ACCUMULATION UNITS
                    Amounts allocated to Sub-Accounts are applied to provide
                    Accumulation Units in each Sub-Account. The number of
                    Accumulation  Units credited to each Sub-Account is
                    determined by dividing the amount allocated to a Sub-Account
                    by the dollar value of one Accumulation Unit for such Sub-
                    Account. The number of Your Accumulation Units will not be
                    affected by any subsequent change in the value of the Units.
                    The Accumulation Unit Values in each Sub-Account may
                    increase or decrease daily as described below.

                    SUB-ACCOUNT 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 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 dividend or capital gain distributions paid by
                    that Fund 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.

                    EMERGENCY PROCEDURE
                    If a national stock exchange is closed (except for holidays
                    or weekends) or trading is restricted due to an existing
                    emergency as defined by the Securities and Exchange
                    Commission so that We cannot value the Sub-Accounts, We may
                    postpone all procedures which require valuation of the Sub-
                    Accounts until valuation is possible. Any provision of this
                    policy which specifies a Valuation Day will be superseded by
                    the Emergency Procedure.

                    FIXED ACCOUNT
                    We will credit interest to amounts in the Fixed Account at
                    rates We determine. The effective annual rates are
                    guaranteed not to be less than the Fixed Account minimum
                    credited rate shown on Page 4A. The interest credited will
                    reflect the timing of amounts added to or withdrawn from the
                    Fixed Account.

ACCOUNT VALUE,      GENERAL
CASH VALUE AND      Your Account Value on the Policy Date equals the initial
CASH SURRENDER      Net Premium less the Monthly Deduction Amount
   VALUE            for the first policy month.




                                     Page 11

<PAGE>


ACCOUNT VALUE,      On each subsequent Monthly Activity Date, Your Account Value
CASH VALUE AND      equals:
CASH SURRENDER      (a)  the sum of Your Accumulated Values in the Fixed Account
   VALUE                 and Sub-Accounts; plus
(CONTINUE)          (b)  the value of Your Loan Account, if any; minus,
                    (c)  the appropriate Monthly Deduction Amount.

                    On each Valuation Day (other than a Monthly Activity Date),
                    Your Account Value equals:

                    (a)  the sum of Your Accumulated Values in the Fixed Account
                         and Sub-Accounts; plus
                    (b)  the value of Your Loan Account, if any.

                    ACCUMULATED VALUE - FIXED ACCOUNT
                    Your Accumulated Value in the Fixed Account equals:

                    (a)  the Net Premiums allocated to it; plus
                    (b)  amounts transferred to it from the Sub-Accounts; plus
                    (c)  interest credited to it; minus
                    (d)  amounts transferred out of it to the Sub-Accounts or
                         the Loan Account; minus
                    (e)  the Monthly Deduction Amounts taken from it; minus
                    (f)  amounts withdrawn from it for partial or full
                         surrenders.

                    ACCUMULATED VALUE - SUB-ACCOUNTS
                    Your Accumulated Value in any Sub-Account equals:

                    (a)  the number of Your Accumulation Units in that Sub-
                         Account on the Valuation Day; multiplied by
                    (b)  that Sub-Account's Accumulation Unit Value on the
                         Valuation Day.

                    CASH VALUE AND SURRENDER CHARGES
                    A Surrender Charge will be subtracted from the Account Value
                    to determine the Cash Value. The Surrender Charge and the
                    Policy Years during which it will be applied are shown on
                    Page 4A.

                    CASH SURRENDER VALUE
                    Your Cash Surrender Value is equal to Your Cash Value minus
                    the Indebtedness, if any.

MONTHLY             GENERAL
DEDUCTION           The Monthly Deduction Amount equals:
AMOUNT
                    (a)  the Cost of Insurance; plus
                    (b)  the charges for additional benefits provided by rider,
                         if any; plus
                    (c)  the charges for "special" insurance class rating, if
                         any; plus
                    (d)  the Monthly Administrative Fee; plus
                    (e)  the Mortality and Expense Risk Charge.

                    The Monthly Deduction Amount will be taken on a Pro-Rata
                    Basis from the Fixed Account and Sub-Accounts on each
                    Monthly Activity Date.

                                     Page 12

<PAGE>

 MONTHLY            COST OF INSURANCE
DEDUCTION           The Cost of Insurance for any Monthly Activity Date is equal
 AMOUNT             to:
(CONTINUED)

                    (a)  the Cost of Insurance rate per $1,000; multiplied by
                    (b)  the amount at risk; divided by
                    (c)  $1,000.

                    On any Monthly Activity Date the amount at risk equals the
                    Death Benefit less the Account Value on that date prior to
                    assessing the Monthly Deduction Amount.

                    COST OF INSURANCE RATE
                    The Cost of Insurance Rate is based on the Policy Year, sex,
                    Issue Age, and insurance class of the Insured.

                    The Cost of Insurance Rates will not exceed those in the
                    table of Maximum Cost of Insurance Rates, shown on Page 4.

                    We can use Cost of Insurance rates that are lower than the
                    Maximum Cost of Insurance rates shown on Page 4. Rates will
                    be determined on each Policy Anniversary based on Our
                    expectation as to the future experience. Any change We make
                    will be on a uniform basis for Insureds for the same Issue
                    Age, sex and insurance class and whose coverage has been in
                    force for the same length of time. No change in insurance
                    class or cost will occur on account of deterioration of the
                    Insured's health.

                    MONTHLY ADMINISTRATIVE FEE
                    The Monthly Administrative Fee will not exceed those in the
                    table of Maximum Monthly Administrative Fees shown on Page
                    4A.

                    MORTALITY AND EXPENSE RISK CHARGE
                    The Mortality and Expense Risk Charge for any Monthly
                    Activity Date is equal to:

                    (a)  the Mortality and Expense Risk Rate; multiplied by
                    (b)  the sum of Your Accumulated Values in the Sub-Accounts
                         on the Monthly Activity Date, prior to assessing the
                         Monthly Deduction Amount.

                    The Mortality and Expense Risk Rate is that shown on Page
                    4A.

TRANSFERS           AMOUNT AND FREQUENCY OF TRANSFERS
                    Upon request and as long as this policy is in effect, You
                    may transfer amounts among the Fixed Account and Sub-
                    Accounts.

                    The amount which may be transferred and the number of
                    transfers will be limited by Our rules then in effect.

                    We reserve the right at a future date to limit the size of
                    transfers and remaining balances, and to limit the number
                    and frequency of transfers.

                    TRANSFERS TO OR FROM SUB-ACCOUNTS
                    In the event of a transfer from a Sub-Account, the number of
                    Accumulation Units credited to the Sub-Account from which
                    the transfer is made will be reduced. The reduction will be
                    determined by dividing:

                                     Page 13

<PAGE>


TRANSFERS           1.   the amount transferred; by
(CONTINUED)         2.   the Accumulation Unit Value for that Sub-Account as of
                         the next Valuation Day after We receive Your request
                         for transfer in Writing.

                    In the event of a transfer to a Sub-Account, We will
                    increase the number of Accumulation Units credited to that
                    Sub-Account. The increase will equal:

                    1.   the amount transferred; divided by
                    2.   the Accumulation Unit Value for that Sub-Account as of
                         the next Valuation Day after We receive Your request
                         for transfer in Writing.

                    TRANSFERS FROM THE FIXED ACCOUNT
                    In addition to the conditions above, transfers from the
                    Fixed Account are subject to the following:

                    (a)  the transfers must occur during the 30 day period
                         following each Policy Anniversary; and
                    (b)  if the Accumulated Value in Your Fixed Account exceeds
                         $1,000, the amount transferred in any Policy Year may
                         be no larger than 25% of the Accumulated Value in the
                         Fixed Account on the date of transfer.

                    TRANSFER FEE
                    After a transfer has occurred, the Transfer Charge, as
                    specified on Page 4A, if any, will be deducted on a Pro-Rata
                    Basis from the Fixed Account and Sub-Accounts.

TERMINATION         TERMINATION
   AND              The policy will terminate upon the earliest of the following
MATURITY DATE       events:

                    (a)  maturity Date of the policy; or
                    (b)  surrender of the policy; or
                    (c)  application of the Cash Surrender Value to provide a
                                                  non-forfeiture benefit (upon
                                                  which coverage will continue
                                                  per terms of the Non-
                                                  Forfeiture Options); or
                    (d)  61 days following the date on which Indebtedness equals
                         or exceeds the Cash Value; or
                    (e)  the end of the Grace Period without sufficient premium
                         being paid and the policy having no Cash Surrender
                         Value; or
                    (f)  the death of the Insured.

                    MATURITY DATE
                    No insurance coverage will be effective on or after the
                    Maturity Date. It is the last date to which You may elect to
                    pay premium. Any Cash Surrender Value as of the Maturity
                    Date will be paid to You.

REINSTATEMENT       Prior to the death of the Insured, and unless this policy
                    has been surrendered for cash, this policy may be reinstated
                    prior to the Maturity Date, provided:

                    (a)  You make Your request within five years;
                    (b)  satisfactory evidence of insurability is submitted;
                    (c)  You pay all overdue required Scheduled Premiums, if
                         any; and

                                     Page 14

<PAGE>

REINSTATEMENT       (d)  if, at the time of reinstatement, the Guarantee Period
(CONTINUED)              has expired, and, if the amount paid in (c) is
                         insufficient to do so, sufficient premium must be paid
                         to:

                         (i)  cover all Monthly Deduction Amounts that are due
                              and unpaid during the Grace Period, and
                         (ii) keep the policy in force for three months after
                              the date of reinstatement.

                    The Face Amount of the reinstated policy cannot exceed the
                    Face Amount at the time of lapse. The Account Value on the
                    reinstatement date will reflect:

                    (a)  the Account Value at the time of termination; plus
                    (b)  Net Premiums attributable to premiums paid at the time
                         of reinstatement; minus
                    (c)  a charge to reflect the benefits, if any, provided
                         under the Extended Term or Paid-Up options.

                    The Surrender Charges will be based on the duration from the
                    original Policy Date.

                    Upon reinstatement, any Indebtedness at the time of
                    termination must be repaid or carried over to the reinstated
                    policy.

NON-FORFEITURE
   OPTIONS          WHEN AVAILABLE
                    At any time prior to the Maturity Date, provided this policy
                    has a Cash Surrender Value. You may choose to have the Cash
                    Surrender Value applied as a non-forfeiture benefit under
                    one of the following options:

                    Option A - Surrender for Cash
                    Option B - Continue as Extended Term Insurance
                    Option C - Continue as Paid-Up Insurance

                    If during the Guarantee Period:

                    (a)  a Scheduled Premium which is required is not paid by
                         the end of the Grace Period; and
                    (b)  the Automatic Premium Loan Option is not elected or not
                         available due to insufficient Cash Surrender Value,

                    You may choose one of the above options. You must notify Us
                    of Your choice in Writing within 61 days after the due date
                    of the outstanding required Scheduled Premium. In the
                    absence of such notification, We will automatically apply
                    the Cash Surrender Value to Option B unless the insurance
                    class shown on Page 3 is "special" in which case the
                    automatic Option will be Option C. If this policy has no
                    Cash Surrender Value, it will terminate at the end of the
                    Grace Period.

                    WHEN EFFECTIVE
                    The effective date of the noon-forfeiture benefit will be
                    the earlier of:

                    (a)  the date We receive Your Request; or
                    (b)  the end of the Grace Period.

                    When a Non-Forfeiture Option becomes effective, all benefit
                    riders attached to this policy will terminate unless
                    otherwise provided in the rider.

                                     Page 15

<PAGE>

NON-FORFEITURE      OPTION DESCRIPTIONS
   OPTIONS          OPTION A - SURRENDER FOR CASH
 (CONTINUED)        If you choose this option, You must surrender this policy to
                    Us. We will pay You the Cash Surrender Value at the time of
                    surrender, and Our liability under this policy will cease.

                    OPTION B - CONTINUE AS EXTENDED TERM INSURANCE
                    This option is not available unless the insurance class
                    shown on Page 3 is "Standard" or "Preferred". If You choose
                    this option, the Extended Term Insurance Death Benefit will
                    be the Death Benefit in effect on the effective date of non-
                    forfeiture benefit less any indebtedness. The term period
                    will begin on the effective date of the non-forfeiture
                    benefit and will extend for a period of time equal to that
                    which the Cash Surrender Value will provide as a net single
                    premium at the Insured's then Attained Age. At the end of
                    that term period, Our liability under this policy will
                    cease. We will pay You any Cash Surrender Value not used to
                    provide Extended Term Insurance.

                    OPTION C - CONTINUE AS PAID-UP INSURANCE
                    If You choose this option, the policy will continue as Paid-
                    Up Life Insurance. The amount of Paid-Up Life Insurance will
                    be calculated using the Cash Surrender Value of this policy
                    as a net single premium as of the effective date of the non-
                    forfeiture benefit at the then Attained Age of the Insured.
                    The Company reserves the right to require evidence of
                    insurability or limit the amount of the benefit if the Paid-
                    Up amount exceeds the Death Benefit in effect on the
                    effective date of the non-forfeiture benefit. We will pay
                    You any Cash Surrender Value not used to provide Paid-Up
                    Insurance.

                    If the policy is continued under Option B or Option C above,
                    the Cash Surrender Value available within 30 days after any
                    Policy Anniversary will not be less than the Cash Value on
                    such Policy Anniversary, minus any Indebtedness.

                    BASIS OF COMPUTATIONS
                    The Cash Values and non-forfeiture benefits provided by this
                    policy comply with the insurance laws of the State in which
                    this policy is delivered. A detailed statement of the method
                    of calculating the non-forfeiture benefits of this policy
                    has been filed with the Insurance Department of the State in
                    which this policy is delivered. We reserve the right to
                    grant a non-forfeiture benefit which provides a greater
                    amount or longer period of Death Benefits than the minimum
                    non-forfeiture benefits.

                    Extended Term Insurance is based on the Initial Face Amount,
                    4.00% interest and the 1980 CET Mortality Table.

                    Paid-Up Insurance amounts are based on 4.00% interest and
                    the 1980 CSO Mortality Table.

POLICY LOANS        GENERAL
                    At any time while this policy is in force, You may borrow
                    against this policy by assigning it to Us as sole security.
                    We may defer granting a loan, except to pay premiums to Us,
                    for the period permitted by law but not more than six
                    months.

                                     Page 16

<PAGE>

POLICY LOANS        LOAN AMOUNTS
(CONTINUED)         Any new loan taken may not exceed 90% of the Cash Value less
                    100% of existing indebtedness, if any, on the date We grant
                    a loan. Loan Amounts will be subject to Our minimum rules
                    then in effect. Before advancing the loan amount, We may
                    withhold an amount sufficient to pay interest on total
                    indebtedness to the end of the Policy Year and any Monthly
                    Deduction Amounts due on or before the next Policy
                    Anniversary. All loan amounts will be transferred from the
                    Fixed Account and the Sub-Accounts to the Loan Account.
                    Unless You specify otherwise, the amounts will be
                    transferred on a Pro-Rata Basis.

                    If total indebtedness equals or exceeds the Cash Value, this
                    policy will terminate 61 days after We have mailed notice to
                    Your last known address and that of any assignee of record.
                    If sufficient loan repayment is not made by the end of this
                    grace period, the policy will end without value.

                    CREDITED INTEREST
                    During the first ten Policy Years, any amounts in the Loan
                    Account will be credited with interest at a rate equal to
                    the Policy Loan Rate, minus 2%. For Policy Years 11 and
                    beyond, except for Preferred Loans described below, the Loan
                    Account will be credited with interest at a rate equal to
                    the Policy Loan Rate applicable to that indebtedness, minus
                    1%.

                    PREFERRED LOAN
                    If, any time after the 10th Policy Anniversary, the Cash
                    Value exceeds the total of all premiums paid since issue, a
                    Preferred Loan is available. The amount available for a
                    Preferred Loan is the amount by which the Cash Value exceeds
                    total premiums paid. The amount of the Loan Account which
                    equals a Preferred Loan will be credited with interest at a
                    rate equal to the Policy Loan Rate. The amount of
                    indebtedness that qualifies as a Preferred Loan is
                    determined on each Monthly Activity Date.

                    LOAN REPAYMENTS
                    All or part of a loan may be repaid at any time that:

                    (a)  the policy is in force;
                    (b)  Extended Term Insurance is not in effect; and
                    (c)  the insured is alive.

                    However, each payment must be at least $50.00.

                    The amount of a loan repayment will be deducted from the
                    Loan Account and will be allocated among the Fixed Account
                    and Sub-Accounts in the same percentage as premiums are
                    allocated.

                    LOAN INTEREST
                    Loan interest will accrue daily at the Policy Loan Interest
                    Rate shown on Page 4A. The difference between the value of
                    the Loan Account and the Indebtedness will be transferred on
                    a Pro-Rata Basis from the Fixed Account and Sub-Accounts to
                    the Loan Account on each Monthly Activity Date.

                                     Page 17

<PAGE>


PARTIAL
WITHDRAWALS         After the Guarantee Period, Partial Withdrawals are allowed.
                    The minimum Partial Withdrawal allowed is $500.00. The
                    maximum Partial Withdrawal allowed is the Cash Surrender
                    Value, less $1,000.00. A partial withdrawal charge up to
                    $50.00 may be charged. One Partial Withdrawal is allowed
                    each Policy Year. The Face Amount is reduced by the amount
                    of the Partial Withdrawal. Unless specified otherwise, the
                    Partial Withdrawal will be deducted on a Pro-Rata Basis from
                    the Fixed Account and the Sub-Accounts.

PAYMENTS
 BY US              GENERAL
                    We will pay Death Proceeds, Cash Surrender Values, Partial
                    Withdrawals and loan amounts attributable to the Sub-
                    Accounts within seven days after We receive all the
                    information needed to process the payment unless:

                    (a)  the New York Stock Exchange is closed on other than
                         customary weekend and holiday closings or trading on
                         the New York Stock Exchange is restricted as determined
                         by the Securities and Exchange Commission (SEC); or
                    (b)  an emergency exists, as determined by the SEC, as a
                         result of which disposal of securities is not
                         reasonably practicable to determine the value of the
                         Sub-Accounts; or
                    (c)  the SEC, by order, permits postponement for the
                         protection of policy owners.

                    DEFERRAL OF PAYMENTS FROM THE FIXED ACCOUNT
                    We may defer payment of any amounts which are not
                    attributable to the Sub-Accounts for up to six months from
                    the date of the request.

TAXATION            We do not expect to incur any Federal, State or local income
                    tax on the earnings or realized capital gains attributable
                    to the Separate Account. Based upon these expectations, no
                    charge is currently being made to the Separate Account for
                    Federal, State or local income taxes. If We incur income
                    taxes attributable to the Separate Account or determine that
                    such taxes will be incurred, We may assess a charge for
                    taxes against the policy in the future.

THE CONTRACT        ENTIRE CONTRACT
                    The entire contract consists of this policy and the
                    application, a copy of which is attached. The contract is
                    made in consideration of the application and the payment of
                    the first Scheduled Premium. We will not use any statement
                    to void this policy or to defend a claim under it, unless
                    that statement is contained in an attached written
                    application. All statements in the application will, in the
                    absence of fraud, be deemed representations and not
                    warranties.

                    MODIFICATION
                    The only way this contract may be modified is by a written
                    agreement signed by Our President, or one of Our Vice
                    Presidents, Secretaries or Assistant Secretaries.

                    NON-PARTICIPATION
                    This policy is non-participating. It does not share in Our
                    surplus earnings, so You will receive no dividends under it.

                                     Page 18

<PAGE>

THE CONTRACT        MISSTATEMENT OF AGE AND/OR SEX
(CONTINUED)         If on the date of death:

                    (a)  the Issue Age of the Insured is understated; or
                    (b)  the sex of the Insured is incorrectly stated such that
                         it resulted in lower Costs of Insurance,

                    the Death Benefit will be reduced to the Death Benefit that
                    would have been provided by the last Cost of Insurance
                    charge at the correct age and/or sex.

                    If on the date of death,

                    (a)  the Issue Age of the Insured is overstated; or
                    (b)  the sex of the Insured is incorrectly stated such that
                         it resulted in higher Costs of Insurance,

                    the Death Benefit will be adjusted by the return of all
                    excess Costs of Insurance prior to the date of the Insured's
                    death.

                    SUICIDE
                    If, within 2 years from the Date of Issue, the Insured dies
                    by suicide while sane or insane, Our liability will be
                    limited to the premiums paid less indebtedness and less any
                    Partial Withdrawals.

                    If, within 2 years from the effective date of any increase
                    in the Death Benefit for which evidence of insurability was
                    obtained, the Insured dies by suicide, while sane or insane,
                    Our liability will be limited to the Cost of Insurance for
                    the increase.

                    INCONTESTABILITY
                    We cannot contest this policy after it has been in force,
                    during the Insured's lifetime, for 2 years from its Date of
                    Issue, except for:

                    (a)  non-payment of premium; and
                    (b)  any rider providing disability or accidental death
                         benefits.

                    Any increase in the Death Benefit for which evidence of
                    insurability was obtained, will be incontestable only after
                    the increase has been in force, during the Insured's
                    lifetime, for 2 years from the effective date of the
                    increase.

                    SEPARATE ACCOUNTS
                    We will have exclusive and absolute ownership and control of
                    the assets of Our Separate Accounts. The assets of a Fund
                    will be available to cover the liabilities of Our general
                    account only to the extent that those assets exceed the
                    liabilities of that Separate Account arising under the
                    variable life insurance contracts supported by that Separate
                    Account. The assets of a Fund will be valued at least as
                    often as any contract benefits vary, but at least monthly.
                    Our determination of the value of an Accumulation Unit by
                    the method described in this policy will be conclusive. The
                    investment policy of the Separate Account will not be
                    changed without the approval of the Insurance Commissioner
                    of the State where this policy is issued for delivery.

                                     Page 19

<PAGE>

THE CONTRACT        ANNUAL REPORT
(CONTINUED)         We will send You a report at least once each Policy Year,
                    showing:

                    (a)  the current Account Value, Cash Value and Face Amount;
                    (b)  the premiums paid, Monthly Deduction Amounts and loans
                         since the last report;
                    (c)  the amount of any Indebtedness;
                    (d)  notifications required by the provisions of this
                         policy; and
                    (e)  any other information required by the Insurance
                         Department of the State where this policy was
                         delivered.

OWNERSHIP AND
 BENEFICIARY        CHANGE OF OWNERSHIP OR BENEFICIARY
                    The Owner and Beneficiary will be those named in the
                    application until You change them. To change the Owner or
                    Beneficiary, notify Us in Writing while the Insured is
                    alive. After We receive written notice, the change will be
                    effective as of the date You signed such notice, whether or
                    not the Insured is living when We receive it. However, the
                    change will be subject to any payment We made or actions We
                    may have taken before We received the request.

                    ASSIGNMENT
                    You may assign this policy. Until You notify Us in Writing,
                    no assignment will be effective against Us. We are not
                    responsible for the validity of any assignment.

                    OWNER'S RIGHTS
                    While the Insured is alive and no Beneficiary is irrevocably
                    named, You may:

                    (a)  exercise all the rights and options that this policy
                         provides or that We permit;
                    (b)  assign this policy; and
                    (c)  agree with Us to any change to this policy.

                    NO NAMED BENEFICIARY
                    If no named Beneficiary survives the Insured, then, unless
                    this policy provides otherwise:

                    (a)  You will be the Beneficiary; or
                    (b)  if You are the Insured, Your estate will be the
                         Beneficiary.

EXCHANGE            If this policy is in effect, You may exchange it:
 OPTION
                    1.   any time during the 24 months following its Date of
                         Issue;
                    2.   for a permanent life insurance contract offered by Us
                         on the life of the Insured;
                    3.   without evidence of insurability.

                    The new policy will be issued by Us:

                    1.   with an amount at risk which equals or is less than the
                         amount at risk in effect on the Exchange Date;
                    2.   with premiums based on the same risk classification as
                         this policy.

                    This exchange is subject to adjustments in payments and
                    Account Values to reflect variances, if any, in the payments
                    and Account Values under this policy and the new policy.

                                     Page 20

<PAGE>

   INCOME           AVAILABILITY
 SETTLEMENT         All or part of this policy may, instead of being paid in one
  OPTIONS           sum, be left with Us under any one or a combination of the
                    following options, subject to Our minimum amount
                    requirements on the date of election.

                    We will pay interest of at least 3 1/2% per year on the
                    Death Proceeds from the date of the Insured's death to the
                    date payment is made or an Income Settlement Option is
                    elected. These proceeds are then no longer subject to the
                    investment experience of a Separate Account.

                    If any payee is a corporation, partnership, association,
                    assignee, or fiduciary, an option may be chosen only with
                    Our consent.

                    Option 4 is not available to any payee whose Attained Age
                    exceeds 90.

                    DESCRIPTION OF TABLES
                    The options below are based on interest at a guaranteed rate
                    of 3 1/2% per year. Payments under Option 4 are based on
                    mortality for each sex according to the 1983a Individual
                    Annuity Mortality Table, with ages set back one year.

                    EXCESS INTEREST
                    We may pay or credit excess interest of such amount and in
                    such manner as We determine.

                    DEATH OF PAYEE
                    If the payee dies while receiving payments under one of the
                    options below, We will pay the following:

                    a)   any principal and accrued interest remaining unpaid
                         under Option 1 or 2;
                    b)   the value of remaining unpaid guaranteed payments, if
                         any, under Option 3 or 4, commuted using interest of
                         3 1/2% per year.

                    Any such amount will be paid in one sum to the payee's
                    estate.

                    OTHER OPTIONS
                    To convert the monthly payments shown in the tables for
                    Options 3 and 4B to quarterly, semi-annual or annual
                    payments, multiply by the following factors:

                         PAYMENT INTERVAL            FACTOR
                              Quarterly                2.99
                              Semi-annual              5.96
                              Annual                  11.81

                    Other options may be arranged with Our consent.

                    OPTION 1 - INTEREST INCOME
                    Payments of interest at the rate We declare, but not less
                    than 3 1/2% per year, on the amount left under this option.

                    OPTION 2 - INCOME OF FIXED AMOUNT
                    Equal payments of the amount chosen until the amount left
                    under this option, with interest of not less than 3 1/2% per
                    year, is exhausted. The final payment will be for the
                    balance only.

                                     Page 21

<PAGE>

  INCOME            OPTION 3 - INCOME FOR FIXED PERIOD
SETTLEMENT          Payments, determined from the table below, are guaranteed
 OPTIONS            for the number of years chosen. The first payment will be
(continued)         due on the date proceeds are applied under this Option.

<TABLE>
<CAPTION>

                             Monthly Payments                  Monthly Payments
                 Number        per $1,000 of        Number       per $1,000 of
                of Years         Proceeds          of Years         Proceeds
                <S>          <C>                   <C>           <C>
                   1              $84.65             10               $9.83
                   2               43.05             15                7.10
                   3               29.19             20                5.75
                   4               22.27             25                4.96
                   5               18.12             30                4.45
</TABLE>

          OPTION 4 - LIFE INCOME
          Payments, determined from the table shown on the following page for
          the Option elected, are based on the payee's sex and age nearest
          birthday on the day the first payment becomes due. The first payment
          will be due on the date proceeds are applied under this Option. The
          life income options available are:

          a) payment only while the payee is alive,
          b) payments guaranteed for 10 years; then continuing while the payee
             is alive.

<TABLE>
<CAPTION>

                         MONTHLY PAYMENTS PER $1,000 OF PROCEEDS

                Option 4A        Option 4B                    Option 4A       Option 4B
Payee's         Life Only      10 Yrs Certain  Payee's        Life Only     10 Yrs Certain
Age           Male  Female     Male  Female       Age       Male   Female   Male   Female
<S>           <C>    <C>       <C>    <C>      <C>          <C>     <C>     <C>     <C>
20            $3.34  $3.23     $3.34  $3.23       68        $6.79   $5.79   $6.38   $5.63
25             3.44   3.31      3.43   3.30       69         7.02    5.95    6.54    5.77
30             3.56   3.40      3.56   3.40       70         7.26    6.13    6.71    5.91
35             3.71   3.51      3.71   3.51       71         7.52    6.32    6.87    6.07
40             3.91   3.65      3.90   3.65       72         7.80    6.53    7.05    6.23
45             4.17   3.84      4.14   3.84       73         8.09    6.75    7.22    6.40
50             4.49   4.08      4.44   4.07       74         8.41    6.99    7.40    6.58
51             4.56   4.14      4.51   4.12       75         8.75    7.26    7.57    6.75
52             4.64   4.20      4.58   4.18       76         9.12    7.54    7.75    6.95
53             4.72   4.26      4.66   4.24       77         9.51    7.85    7.92    7.14
54             4.80   4.32      4.74   4.30       78         9.92    8.16    8.09    7.34
55             4.89   4.39      4.82   4.36       79        10.37    8.54    8.26    7.54
56             4.99   4.46      4.91   4.43       80        10.85    8.94    8.42    7.74
57             5.09   4.54      5.00   4.51       51        11.37    9.36    8.57    7.94
58             5.20   4.62      5.10   4.58       82        11.92    9.82    8.71    8.13
59             5.32   4.71      5.20   4.68       83        12.50   10.32    8.85    8.32
60             5.44   4.80      5.31   4.75       84        13.12   10.87    8.97    8.50
61             5.57   4.90      5.42   4.84       85        13.78   11.46    9.09    8.67
62             5.71   5.00      5.54   4.93       86        14.47   12.09    9.20    8.83
63             5.86   5.11      5.67   5.03       87        15.20   12.78    9.29    8.97
64             6.02   5.23      5.80   5.14       88        15.98   13.52    9.38    9.10
65             6.20   5.36      5.94   5.25       89        16.79   14.31    9.46    9.22
66             6.38   5.49      6.08   5.37       90        17.66   15.16    9.53    9.32
67             6.58   5.64      6.23   5.50
</TABLE>


                                     Page 22

<PAGE>

[Logo]

                           HARTFORD LIFE INSURANCE COMPANY
                          HARTFORD, CONNECTICUT 05104-2999
                             (A stock insurance company)

                          NATIONAL SERVICE CENTER ADDRESS:
                                   P.O. BOX 59179
                            MINNEAPOLIS, MINNESOTA 55459

                    CASH SURRENDER VALUE PAYABLE ON MATURITY DATE
                           DEATH PROCEEDS PAYABLE AT DEATH
                SCHEDULED PREMIUMS PAYABLE DURING INSURED'S LIFETIME
                    PROVISION FOR ADDITIONAL UNSCHEDULED PREMIUMS
                                  NON-PARTICIPATING

THE PORTIONS OF THE CASH VALUES PROVIDED BY THIS CONTRACT THAT ARE IN THE SUB-
ACCOUNTS ARE BASED ON THE INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT. THEY ARE
VARIABLE AND NOT GUARANTEED AS TO FIXED DOLLAR AMOUNT. THE AMOUNT OF THE DEATH
BENEFIT MAY BE FIXED OR VARIABLE DEPENDING ON THE INVESTMENT EXPERIENCE OF THAT
SEPARATE ACCOUNT. DEATH BENEFIT GUARANTEED DURING THE GUARANTEE PERIOD IF
SCHEDULED PREMIUMS ARE PAID WHEN DUE AND NO LOANS OR WITHDRAWALS ARE TAKEN. SEE
PAGE 7 FOR A DESCRIPTION OF THE DEATH BENEFIT.

                                  MODIFIED FLEXIBLE
                                  PREMIUM VARIABLE
                                   LIFE INSURANCE
                                       POLICY


<PAGE>

                                                              Exhibit I A (6)(a)

CERTIFICATE
<TABLE>
<CAPTION>
<S>                                    <C>                  <C>               <C>                         <C>
1.  AMENDING OR RESTATING CERTIFICATE                           BOARD OF          BOARD OF DIRECTORS          BOARD OF DIRECTORS
    OF INCORPORATION   BY ACTION OF    / / INCORPORATION    / / DIRECTORS     /x/ AND SHAREHOLDERS        / / AND MEMBERS
                                                                                  (Stock Corporation)         (Nonstock Corporation)
</TABLE>
                              STATE OF CONNECTICUT          -------------------
                             SECRETARY OF THE STATE         For office use only
                                                            -------------------
                                                            ACCOUNT NO.

                                                            -------------------
                                                            INITIALS

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

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
NAME OF CORPORATION                               DATE
  Hartford Life Insurance Company                      August 2, 1984
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                                      <C>                   <C>                <C>
                                                                   B. AMENDED
2.  The Certificate of Incorporation is  /x/ A. AMENDED ONLY   / / AND RESTATED   / / C. RESTATED ONLY  by the following resolution
</TABLE>


     RESOLVED, That Section 3 of the Corporation's Restated Certificate of
     Incorporation be amended to read as follows:

          "Section 3.  The capital with which the Corporation shall commence
          business shall be an amount not less than one thousand dollars
          ($1,000).  The authorized capital shall be five million six hundred
          and ninety thousand dollars ($5,690,000) divided into one thousand
          (1,000) shares of common capital stock with a par value of five
          thousand six hundred and ninety dollars ($5,690) each."


3.  (Omit if 2.A is checked.)
    (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 as follows: (Indicate amendments made, if any;
         if none, so indicate.)




     (b) Other than as indicated in Par.3(a), there is no discrepancy between
         the provisions of the original Certificate of Incorporation as
         supplemented to date, and the provisions of this Certificate Restating
         the Certificate of Incorporation.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
BY ACTION OF INCORPORATORS
     / / 4.  The above resolution was adopted by vote of at least two-thirds of
             the incorporators before the organization meeting of the
             corporation, and approved in writing by all subscribers (if any)
             for shares of the corporation, (or if nonstock corporation, by all
             applicants for membership entitled to vote, if any.)

     We (at least two-thirds of the incorporators) hereby declare, under the
     penalties of false statement that the statements made in the foregoing
     certificate are true.
<TABLE>
<CAPTION>
<S>                                          <C>                                          <C>
- ------------------------------------------------------------------------------------------------------------------------
     SIGNED                                  SIGNED                                       SIGNED

- ------------------------------------------------------------------------------------------------------------------------
                                                              APPROVED
  (All subscribers, or, if nonstock corporation, all applicants for membership entitled to vote; if none, so indicate)
- ------------------------------------------------------------------------------------------------------------------------
     SIGNED                                  SIGNED                                       SIGNED

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


<PAGE>
                                                             (Continued)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
BY ACTION OF BOARD OF DIRECTORS
/ /  4. (Omit if 2.C is checked.)  The above resolution was adopted by the board
      of directors acting alone,
  / / there being no shareholders       / /  the board of directors being so
      or subscribers.                        authorized pursuant to Section
                                             33-341, Conn. G.S. as amended
  / / the corporation being a nonstock corporation and having no members
      and no applicants for membership entitled to vote on such resolution.
- --------------------------------------------------------------------------------
5.  The number of affirmative votes    6.  The number of directors' votes
    required to adopt such resolution is:   in favor of the resolution was:
- --------------------------------------------------------------------------------
We hereby declare, under the penalties of false statement that the statements
made in the foregoing certificate are true.

- --------------------------------------------------------------------------------
NAME OF PRESIDENT OR VICE PRESIDENT (PRINT OR TYPE)    NAME OF SECRETARY OR
                                                       ASSISTANT SECRETARY
                                                       (PRINT OR TYPE)

- --------------------------------------------------------------------------------
SIGNED (President or Vice President)    SIGNED (Secretary or Assistant
                                        Secretary)

- --------------------------------------------------------------------------------
BY ACTION OF BOARD OF DIRECTORS AND SHAREHOLDERS
/X/  4. The above resolution was adopted by the board of directors and by
        shareholders.
5.  Vote of shareholders:
(a) (Use if no shares are required to be voted as a class.)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NUMBER OF SHARES ENTITLED TO VOTE       TOTAL VOTING POWER       VOTE REQUIRED FOR ADOPTION         VOTE FAVORING ADOPTION
<S>                                     <C>                      <C>                                <C>

               400                             400                           267                              400
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

     (b)  (If the shares of any class are entitled to vote as a class, indicate
          the designation and number of outstanding shares of each such class,
          the voting power thereof, and the vote of each such class for the
          amendment resolution.)




We hereby declare, under the penalties of false statement, that the statements
made in the foregoing certificate are true.
- --------------------------------------------------------------------------------
NAME OF PRESIDENT OR VICE PRESIDENT          NAME OF SECRETARY OR ASSISTANT
     (Print or Type)                         SECRETARY (Print or Type)

Edward N. Bennett (Sr. Vice President)       Robert C. Fischer (Secretary)
- --------------------------------------------------------------------------------
SIGNED (President or Vice President)         SIGNED (Secretary or Assistant
                                             Secretary)
/s/ Edward N. Bennett                        /s/ Robert C. Fischer
- --------------------------------------------------------------------------------
BY ACTION OF BOARD OF DIRECTORS AND MEMBERS
/ /  4.  The above resolution was adopted by the board of directors and by
         members.

5.  Vote of members:
(a) (Use if no members are required to vote as a class.)
- --------------------------------------------------------------------------------
NUMBER OF MEMBERS VOTING      TOTAL VOTING POWER    VOTE REQUIRED FOR
                                                    ADOPTION
- -------------------------------------------------------------------------------
VOTE FAVORING ADOPTION

- ----------------------
(b)  (If the members of any class are entitled to vote as a class, indicate the
     designation and number of members of each such class, the voting power
     thereof, and the vote of each such class for the amendment resolution.)




We hereby declare, under the penalties of false statement that the statements
made in the foregoing certificate are true.
- --------------------------------------------------------------------------------
NAME OF PRESIDENT OR VICE PRESIDENT          NAME OF SECRETARY OR ASSISTANT
     (Print or Type)                         SECRETARY (Print or Type)

- --------------------------------------------------------------------------------
SIGNED (President or Vice President)         SIGNED (Secretary or Assistant
                                             Secretary)

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 FOR OFFICE USE ONLY
          FILED           FILING FEE         CERTIFICATION FEE        TOTAL FEES
 STATE OF CONNECTICUT        $30                    $27                  $57
                         -------------------------------------------------------
     AUG - 3 1984         SIGNED (For Secretary of the State)
  /s/
                         -------------------------------------------------------
                          CERTIFIED COPY SENT ON (Date: 8/6/84       INITIALS

                         -------------------------------------------------------
                          TO
 SECRETARY OF THE STATE
/s/                      -------------------------------------------------------


<PAGE>

   
                                                            Exhibit 1A(6)(a)(II)
    

CERTIFICATE
AMENDING OR RESTATING CERTIFICATE
OF INCORPORATION   BY ACTION OF        INCORPORATORS       BOARD OF
                                   / /                 / / DIRECTORS
 /X/ BOARD OF DIRECTORS AND SHAREHOLDERS  / / BOARD OF DIRECTORS AND MEMBERS
     (Stock Corporation)                      (Nonstock Corporation)

                            STATE OF CONNECTICUT            -------------------
                           SECRETARY OF THE STATE           For office use only
                                                            -------------------
                                                            ACCOUNT NO.

                                                            -------------------
                                                            INITIALS

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

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
NAME OF CORPORATION                               DATE
  Hartford Life Insurance Company                 February 10, 1982
- -------------------------------------------------------------------------------

                                                                   B. AMENDED
2.  The Certificate of incorporation is  / / A. AMENDED ONLY   /X/ AND RESTATED
  / / C. RESTATED ONLY  by the following resolution


     See attached Restated Certificate of Incorporation.












3.  (Omit if 2.A is checked.)
    (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 as follows: (Indicate amendments made, if any;
         if none, so indicate.)

         1.    Section 1 is amended to read as Restated.
         2.    Section 4 is deleted.
         3.    Section 5 is deleted.




    (b)  Other than as indicated in Par.3(a), there is no discrepancy between
         the provisions of the original Certificate of Incorporation as
         supplemented to date, and the provisions of this Certificate Restating
         the Certificate of Incorporation.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
BY ACTION OF INCORPORATORS
     / / 4.  The above resolution was adopted by vote of at least two-thirds of
             the incorporators before the organization meeting of the
             corporation, and approved in writing by all subscribers (if any)
             for shares of the corporation, (or if nonstock corporation, by all
             applicants for membership entitled to vote, if any.)

     We (at least two-thirds of the incorporators) hereby declare, under the
     penalties of false statement that the statements made in the foregoing
     certificate are true.


- --------------------------------------------------------------------------------
     SIGNED                     SIGNED                 SIGNED

- --------------------------------------------------------------------------------
                                    APPROVED
  (All subscribers, or, if nonstock corporation, all applicants for membership
   entitled to vote; if none, so indicate)
- --------------------------------------------------------------------------------
     SIGNED                     SIGNED                 SIGNED


- --------------------------------------------------------------------------------
<PAGE>
                                   (Continued)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
BY ACTION OF BOARD OF DIRECTORS
/ /  4.  (Omit if 2.C is checked.)  The above resolution was adopted by the
         board of directors acting alone,
   / /   there being no shareholders or subscribers.
   / /   the board of directors being so authorized pursuant to Section 33-341,
         Conn. G.S. as amended
   / /   the corporation being a nonstock corporation and having no members
         and no applicants for membership entitled to vote on such resolution.
- --------------------------------------------------------------------------------
5.  The number of affirmative votes     6. The number of directors' votes
    required to adopt such resolution is:   in favor of the resolution was:
- --------------------------------------------------------------------------------
We hereby declare, under the penalties of false statement that the statements
made in the foregoing certificate are true.

- --------------------------------------------------------------------------------
NAME OF PRESIDENT OR VICE PRESIDENT     NAME OF SECRETARY OR ASSISTANT SECRETARY
         (Print or Type)                          (Print or Type)

- --------------------------------------------------------------------------------
SIGNED (President or Vice President)    SIGNED (Secretary or Assistant
                                        Secretary)

- --------------------------------------------------------------------------------
BY ACTION OF BOARD OF DIRECTORS AND SHAREHOLDERS
/x/  4.  The above resolution was adopted by the board of directors and by
         shareholders.
5.  Vote of shareholders:
(a) (Use if no shares are required to be voted as a class.)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
<S>                                     <C>                      <C>                                <C>
NUMBER OF SHARES ENTITLED TO VOTE       TOTAL VOTING POWER       VOTE REQUIRED FOR ADOPTION         VOTE FAVORING ADOPTION

               400                              400                          267                         400
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
     (b)  (If the shares of any class are entitled to vote as a class, indicate
          the designation and number of outstanding shares of each such class,
          the voting power thereof, and the vote of each such class for the
          amendment resolution.)




We hereby declare, under the penalties of false statement that the statements
made in the foregoing certificate are true.
- --------------------------------------------------------------------------------
NAME OF PRESIDENT OR VICE PRESIDENT          NAME OF SECRETARY OR ASSISTANT
       (Print or Type)                       SECRETARY  (Print or Type)
Robert B. Goode, Jr., Executive Vice Pres.   William A. McMahon, Gen. Counsel
& Chief Oper. Officer                        & Secretary
- --------------------------------------------------------------------------------
SIGNED (President or Vice President)         SIGNED (Secretary or Assistant
                                             Secretary)

/s/ Robert B. Goode, Jr.                     /s/ William A. McMahon
- -------------------------------------------------------------------------------
BY ACTION OF BOARD OF DIRECTORS AND MEMBERS
/ /  4.  The above resolution was adopted by the board of directors and by
         members.

5.  Vote of members:
(a) (Use if no members are required to vote as a class.)
- --------------------------------------------------------------------------------
NUMBER OF MEMBERS VOTING                TOTAL VOTING POWER
- -------------------------------------------------------------------

VOTE REQUIRED FOR ADOPTION              VOTE FAVORING ADOPTION

- --------------------------------------------------------------------------------
(b)  (If the members of any class are entitled to vote as a class, indicate the
     designation and number of members of each such class, the voting power
     thereof, and the vote of each such class for the amendment resolution.)




We hereby declare, under the penalties of false statement that the statements
made in the foregoing certificate are true.
- --------------------------------------------------------------------------------
NAME OF PRESIDENT OR VICE PRESIDENT     NAME OF SECRETARY OR ASSISTANT
     (Print or Type)                    SECRETARY (Print or Type)

- --------------------------------------------------------------------------------
SIGNED (President or Vice President)     SIGNED (Secretary or Assistant
                                        Secretary)

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
FOR OFFICE USE ONLY
     FILED               FILING FEE          CERTIFICATION FEE        TOTAL FEES
STATE OF CONNECTICUT        $30                    $9.50                $39.50
                         -------------------------------------------------------
                         SIGNED (for Secretary of the State)
                         Rec. & ICC to Ann Zacchio
  APR - 2 1982           -------------------------------------------------------
                         CERTIFIED COPY SENT ON (Date:           INITIALS
                                   Law Dept.  Hartford Ins. Group
 /s/                     -------------------------------------------------------
                         TO
SECRETARY OF THE STATE             HTFD. Plaza  HTFD. CT 06115
                         -------------------------------------------------------
                         Card                List                Proof
By /s/      Time 2:30 P.M.
     -------    ------   -------------------------------------------------------
<PAGE>
Form 61-58



STATE OF CONNECTICUT                         SS.       HARTFORD
OFFICE OF SECRETARY OF THE STATE


I hereby certify that the foregoing is a true copy of record in this office.



                                        IN TESTIMONY WHEREOF, I have hereunto
                                        set my hand, and affixed the Seal of
                                        said State, at Hartford, this    2nd
                                        day of       April       A.D., 1982.

                                        /s/

                                                  SECRETARY OF THE STATE

<PAGE>

                      RESTATED CERTIFICATE OF INCORPORATION

                         HARTFORD LIFE INSURANCE COMPANY

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

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

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

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

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



Dated:  February 10, 1982                        HARTFORD LIFE INSURANCE COMPANY



                                                 By /s/ Robert B. Goode, Jr.
                                                 -------------------------------


Attest:

/s/ William A. McMahon
- ---------------------------------------

<PAGE>

   
                                                            Exhibit 1A(6)(b)
    


                                     By-Laws

                                     of the


                         HARTFORD LIFE INSURANCE COMPANY


                             As passed and effective

                                February 13, 1978

                                 and amended on

                                  July 13, 1978

                                 January 5, 1979

                                       and

                                February 29, 1984

<PAGE>
                                    ARTICLE I


                               Name - Home Office

          Section 1.  This corporation shall be named HARTFORD LIFE INSURANCE
COMPANY.

          Section 2.  The principal place of business and Home Office shall be
in the City of Hartford, Connecticut.


                                   ARTICLE II


            Stockholders' Meetings - Notice - Quorum - Right to Vote


          Section 1.  All meetings of the Stockholders shall be held at the
principal business office of the Company unless the Directors shall otherwise
provide and direct.

          Section 2.  The annual meeting of the Stockholders shall be held on
such day and at such hour as the Board of Directors may decide.  For cause
the Board of Directors may postpone or adjourn such annual meeting to any other
time during the year.

          Section 3.  Special meetings of the Stockholders may be called by the
Board of Directors, the Executive Committee, the Chairman of the Board, the
President or any Vice President.

          Section 4.  Notice of Stockholders' meetings shall be mailed to each
Stockholder, at his address as it appears on the records of the Company, at
least seven days prior to the meeting.  The notice shall state the place, date
and time of the meeting and shall specify all matters proposed to be acted upon
at the meeting.

          Section 5.  At each annual meeting the Stockholders shall choose
Directors as hereinafter provided.

          Section 6.  Each Stockholder shall be entitled to one vote for each
share of stock held by him at all meetings of the Company.  Proxies may be
authorized by written power of attorney.

          Section 7.  Holders of one-half of the whole amount of the stock
issued and outstanding shall constitute a quorum.

<PAGE>
                                      - 2 -


          Section 8.  Each Stockholder shall be entitled to a certificate of
stock which shall be signed by the President or a Vice President, and either the
Treasurer or an Assistant Treasurer of the Company, and shall bear the seal of
the Company, but such signatures and seal may be facsimile if permitted by the
laws of the State of Connecticut.


                                   ARTICLE III


                          Directors - Meetings - Quorum


          Section 1.  The property, business and affairs of the Company shall be
managed by a board of not less than three nor more than twenty Directors, who
shall be chosen by ballot at each annual meeting.  Vacancies occurring between
annual meetings may be filled by the Board of Directors by election.  Each
Director shall hold office until the next annual meeting of Stockholders and
until his successor is chosen and qualified.

          Section 2.  Meetings of the Board of Directors may be called by the
direction of the Chairman of the Board, the President, or any three Directors.

          Section 3.  Three days' notice of meetings of the Board of Directors
shall be given to each Director, either personally or by mail or telegraph, at
his residence or usual place of business, but notice may be waived, at any time,
in writing.

          Section 4.  One third of the number of existing directorships, but not
less than two Directors, shall constitute a quorum.


                                   ARTICLE IV


                    Election of Officers - Duties of Board of
                        Directors and Executive Committee


          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.  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

<PAGE>
                                      - 3 -


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.

          Section 2.  The Directors may fill any vacancy among the officers by
election for the unexpired term.

          Section 3.  The Board of Directors may appoint from its own number an
Executive Committee of not less than five Directors.  The Executive Committee
may exercise all powers vested in and conferred upon the Board of Directors at
any time when the Board is not in session.  A majority of the members of said
Committee shall constitute a quorum.

          Section 4.  Meetings of the Executive Committee shall be called
whenever the Chairman of the Board, the President or a majority of its members
shall request.  Forty-eight hours' notice shall be given of meetings but notice
may be waived, at any time, in writing.

          Section 5.  The Board of Directors shall annually appoint from its own
number a Finance Committee of not less than three Directors, whose duties shall
be as hereinafter provided.

          Section 6.  The Board of Directors may, at any time, appoint such
other Committees, not necessarily from its own number, as it may deem necessary
for the proper conduct of the business of the Company, which Committees shall
have only such powers and duties as are specifically assigned to them by the
Board of Directors or the Executive Committee.

          Section 7.  The Board of Directors may make contributions, in such
amounts as it determines to be reasonable, for public welfare or for charitable,
scientific or educational purposes, subject to the limits and restrictions
imposed by law and to such rules and regulations consistent with law as it
makes.


                                    ARTICLE V


                                    Officers


                              Chairman of the Board

          Section 1.  The Chairman of the Board shall preside at the meetings of
the Board of Directors and the Executive Committee and, in the absence of the
Chairman of the Finance Committee, at the meetings of the Finance Committee.  In
the absence or inability of the Chairman of the Board to so preside, the
President shall preside in his place.

<PAGE>
                                      - 4 -

                                    President

          Section 2.  The President, under the supervision and control of the
Chairman of the Board, shall have general charge and oversight of the business
and affairs of the Company.  The President shall preside at the meetings of the
Stockholders.  He shall be a member of and shall preside at all meetings of all
Committees not referred to in Section 1 of this ARTICLE except that he may
designate a Chairman for each such other Committee.

          Section 3.  In the absence or inability of the President to perform
his duties, the Chairman of the Board may designate a Vice President to exercise
the powers and perform the duties of the President during such absence or
inability.

                                    Secretary

          Section 4.  The Secretary of the Corporation shall keep a record of
all the meetings of the Company, of the Board of Directors and of the Executive
Committee, and he shall discharge all other duties specifically required of the
Secretary by law.  The other Secretaries and Assistant Secretaries shall perform
such duties as may be assigned to them by 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 officer to any and all
instruments.

                                    Treasurer

          Section 5.  The Treasurer shall keep, or cause to be kept, full and
accurate accounts of the Company.  He shall see that the funds of the Company
are disbursed as may be ordered by the Board of Directors or the Finance
Committee.  He shall have charge of all moneys paid to the Company and on
deposit to the credit of the Company or in any other properly authorized name,
in such banks or depositories as may be designated in a manner provided by these
by-laws.  He shall also discharge all other duties that may be required of him
by law.

                                 Other Officers

          Section 6.  The other officers shall perform such duties as may be
assigned to them by the President or the Board of Directors.

<PAGE>
                                      - 5 -

                                   ARTICLE VI


                                Finance Committee


          Section 1.  If a Finance Committee is established it shall be the duty
of that committee to supervise the investment of the funds of the Company in
securities in which insurance companies are permitted by law to invest, and all
other matters connected with the management of investments.  If no Finance
Committee is established this duty shall be performed by the Board of Directors.

          Section 2.  All loans or purchases for the investment and reinvestment
of the funds of the Company shall be submitted for approval to the Finance
Committee, if not specifically approved by the Board of Directors.

          Section 3.  Sale or transfer of any stocks or bonds shall be made upon
authorization of the Finance Committee unless specifically authorized by the
Board of Directors.

          Section 4.  Transfers of stock and registered bonds, deeds, leases,
releases, sales, mortgages chattel or real, assignments or partial releases of
mortgages chattel or real, and in general all instruments of defeasance of
property and all agreements or contracts affecting the same, except discharges
of mortgages and entries  to foreclose the same as hereinafter provided, shall
be authorized by the Finance Committee or the Board of Directors, and be
executed jointly for the Company by two persons, to wit:  The Chairman of the
Board, the President or a Vice President, and a Secretary, the Treasurer or an
Assistant Treasurer, but may be acknowledged and delivered by either one of
those executing the instrument;  provided, however, that either a Secretary, the
Treasurer, or an Assistant Treasurer alone, when authorized as aforesaid, or any
person specially authorized by the Finance Committee as attorney for the
Company, may make entry to foreclose any mortgage, and a Secretary, the
Treasurer or an Assistant Treasurer alone is authorized, without the necessity
of further authority, to discharge by deed or otherwise any mortgage on payment
to the Company of the principal, interest and all charges due.

          Section 5.  The Finance Committee may fix times and places for regular
meetings.  No notice of regular meetings shall be necessary.  Reasonable notice
shall be given of special meetings but the action of a majority of the Finance
Committee at any meeting shall be valid notwithstanding any defect in the notice
of such meeting.
<PAGE>
                                      - 6 -


          Section 6.  In the absence of specific authorization from the Board of
Directors or the Finance Committee, the Chairman of the Board, the President, a
Vice President or the Treasurer shall have the power to vote or execute proxies
for voting any shares held by the Company.


                                   ARTICLE VII


                                      Funds


          Section 1.  All monies belonging to 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 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 Finance 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 be signed by only one such authorized
person, and provided further that the Board of Directors of the 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.

<PAGE>
                                      - 7 -


                                  ARTICLE VIII


                       Indemnity of Directors and Officers


          Section 1.  The Company shall indemnify and hold harmless each
Director and officer now or hereafter serving the Company, whether or not then
in office, from and against any and all claims and liabilities to which he may
be or become subject by reason of his being or having been a Director or officer
of the Company, or of any other company which he serves as a Director or officer
at the request of the Company, to the extent such is consistent with the
statutory provisions pertaining to indemnification, and shall provide such
further indemnification for legal and/or all other expenses reasonably incurred
in connection with defending against such claims and liabilities as is
consistent with statutory requirements.


                                   ARTICLE IX


                               Amendment of ByLaws


          Section 1.  The Directors shall have power to adopt, amend and repeal
such bylaws as may be deemed necessary or appropriate for the management of the
property and affairs of the Company.

          Section 2.  The Stockholders at any annual or special meeting may
amend or repeal these bylaws or adopt new ones if the notice of such meeting
contains a statement of the proposed alteration, amendment, repeal or adoption,
or the substance thereof.

STATE OF CONNECTICUT)
                    )   ss.  Hartford, Connecticut
COUNTY OF HARTFORD  )        May 31, 1985


          This is to certify that the foregoing is a true copy of the bylaws of
Hartford Life Insurance Company and that they are in full force and effect at
this date.


                             ATTEST:

                             ______________________________
                                                  Secretary



<PAGE>
                                                             Exhibit 1A(10)
APPLICATION FOR VARIABLE LIFE INSURANCE
HARTFORD LIFE INSURANCE COMPANY
HARTFORD, CONNECTICUT 05115                  [Letterhead]  THE HARTFORD

1A.PROPOSED INSURED (PRINT FULL NAME)                       B. SEX
     First Name     Middle Initial      Last Name           / / M
                                                            / / F
- --------------------------------------------------------------------------------
C. BIRTH DATE            D. AGE NEAREST BIRTHDAY            E. PLACE OF BIRTH
Mo  Day  Yr

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

F.MARITAL STATUS / / SINGLE / / MARRIED / / WIDOWED / / SEPARATED / / DIVORCED
- --------------------------------------------------------------------------------
G.NAME ALL PRESENT OCCUPATIONS & DESCRIBE DUTIES:



- --------------------------------------------------------------------------------
H.RESIDENCE ADDRESS:                                                     MAIL TO
No.       Street                        City      State     Zip
- --------------------------------------------------------------------------------
I.BUSINESS ADDRESS:NAME
No.       Street                        City      State     Zip
- --------------------------------------------------------------------------------
2A. BENEFICIARY   Print full name and relationship to Proposed Insured.
    Primary                                       Secondary

- --------------------------------------------------------------------------------
B. OWNER:      Name
          Address:       No.       Street         City      State     Zip
- --------------------------------------------------------------------------------
C. SOCIAL SECURITY OR TAX I.D. NUMBER:  Insured             Owner

- --------------------------------------------------------------------------------
3A. INITIAL PREMIUM  $                  D. SELECT ONE OR MORE FUNDS AND INDICATE
                      ---------------      ALLOCATION
 (Is premium submitted with           / / GNMA Fund                  _________ %
      application?)                   / / Money Market Fund          _________ %
          YES            NO           / / Fixed Income Fund          _________ %
          / /            / /          / / Government Securities Fund _________ %
  B. INITIAL DEATH BENEFIT __________ / / Stock Fund                 _________ %
                                      / / Advisers Fund              _________ %
  C. PLAN ___________________________ / / Aggressive Growth Fund     _________ %
                                      / / Other: __________________  _________ %
                                      (20% minimum per Fund)    Total    100%
- --------------------------------------------------------------------------------
IF THE ANSWERS TO QUESTION NUMBER 4 ARE NO, DATE AND SIGN THE APPLICATION.  IF
ANY OF THE ANSWERS ARE YES, COMPLETE THE SIMPLIFIED UNDERWRITING APPLICATION.
- --------------------------------------------------------------------------------
                                                                      YES   NO
4. A. Have you ever had or been treated for cancer, diabetes, heart   / /  / /
      attack, angina, stroke, brain or spinal cord disorder or been declined
      life insurance?
   B. During the past 5 years have you had or been treated for an     / /  / /
      emotional disorder, epilepsy, emphysema, kidney failure,
      liver disorder or been advised to have treatment for alcohol
      or drug abuse?
   C. During the past year have you been confined in a hospital, or   / /  / /
      consulted a physician or other practitioner for other than a
      routine general examination, virus, cold, minor injury or
      pregnancy.
   D. During the past year did you, or do you in the future intend
      to, pilot an ultralight aircraft or engage in hang-gliding,
      skydiving, or motor vehicle racing?                             / /  / /
   E. Are you purchasing this insurance to replace or change any      / /  / /
      life insurance or annuities-in-force?

- --------------------------------------------------------------------------------
5. SUITABILITY                                                       YES    NO
   A. Do you understand that the death benefit and cash value may
      increase or decrease depending on the investment return of
      the contract?                                                   / /  / /
   B. Do you believe that this contract will meet your insurance
      needs and financial objectives?                                 / /  / /
   C. Did you receive the appropriate Fund Prospectus?                / /  / /

- --------------------------------------------------------------------------------
6. Corrections and Amendments (H.O. Use Only)



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

I have received a conditional receipt with respect to my advance payment.  I
have read and I understand and agree to the provisions and limitations of such
receipt.

Date: _________________________         Signature of
                                        Proposed Insured _______________________
<PAGE>
I UNDERSTAND THAT THE DEATH BENEFIT AND THE CASH VALUE UNDER THIS CONTRACT ARE
VARIABLE AND MAY INCREASE OR DECREASE DEPENDING ON THE INVESTMENT RETURN OF THE
CONTRACT. NO MINIMUM CASH VALUE IS GUARANTEED.

I DECLARE  to the best of my knowledge and belief that all of the answers
herein are complete and true.

IT IS UNDERSTOOD AND AGREED that: (1) The answers herein, are to be considered
the basis for any insurance issued, (2) The Company is not bound by any
statements which I have made to any person, if not written or printed in this
application. (3) A copy of this application will form part of any contract
issued. (4) The Applicant, if other than a Proposed Insured, must adopt and
confirm the answers herein. (5) Unless agreed to in writing, no change will be
made to the: a) amounts; b) plan; or c) classification. (6) The insurance
applied for with this application will not take effect unless: a) A contract
is issued; b) The contract is delivered to the Applicant; c) The first full
premium is paid; d) Modification forms or other forms for which a signature is
required, if any, are completed at the time of delivery; e) The answers herein
are without material change at the time of delivery; f) The Proposed Insured
is living at the time of delivery.  The only exception to this is stated in the
Conditional Receipt, if any, dated the same as and given in conjunction with
this application for the advance payment recorded in the application. (7)
Acceptance of any contract issued will confirm any changes or amendments noted
by the Company in the "Corrections and Amendments" space in the application.
(8) Only an Officer of the Company can make, modify, alter or discharge contract
or waive any of the Company's rights or requirements.

OWNERSHIP  -- The contract may be owned by: 1) The Applicant, if other than the
Proposed Insured; 2) the Proposed Insured, if the Proposed Insured is the
Applicant.

  DATED AT ___________________________  SIGNATURE OF
               City         State       PROPOSED INSURED ______________________

  This ______ day of _________ 19 ____  IF THE CONTRACT IS TO BE OWNED BY OTHER
                                        THAN THE PROPOSED INSURED, that person
                                        should sign below.

  Witness ____________________________     SIGNATURE OF
  (Licensed Resident Producer, if          APPLICANT ___________________________
   required by law)

- --------------------------------------------------------------------------------
                                 PRODUCER REPORT
- --------------------------------------------------------------------------------
1. PHI INFORMATION                      2. Is the Proposed Insured employed and
   Most convenient time to call:______     working regularly? / / Yes  / / No
   Tel.No.(  )________________Ext.____     (If homemaker, student or retiree,
                                           answer 'YES')
- --------------------------------------------------------------------------------
3.   PROPOSED INSURED       APPLICANT   4. Do you have knowledge or reason to
                                           believe that replacement of existing
INCOME                                     life insurance or annuities is
NET WORTH                                  involved?             Yes / /  No / /
- --------------------------------------------------------------------------------
PRODUCER'S CERTIFICATION -- I CERTIFY that I asked each question separately. The
answers were recorded as given and they are complete and accurate to the best of
my knowledge and belief. I CERTIFY that I am duly licensed in the state in which
this application was signed and that I am a NASD Registered Representative.

PRODUCER, GEN'L AGT., STAFF REPRESENTATIVE

(Signature): __________________________________
PRODUCER OF RECORD
                      / / / / / /  / / / / / / / /  / / / / / / / / ____________
Contracted Producer/Agency/Broker-Dealer of       Producer Code   Prod. Credit %
     record for Commission Purposes

by ________________________________________________ / / / / / / / / ____________
   Licensed Soliciting Sub-Producer (if different
          than contracted Producer)
- --------------------------------------------------------------------------------
(Complete following for Commission Split Only)

______________________/ / / / / /  / / / / / / / /  / / / / / / / / ____________
Contracted Producer/Agency of           Producer Code             Prod. Credit %
Record for Producer Credit
Purposes

General Agency of Sales Office Name
        and No.(Use Stamp) __________________________________ F.O. / /  / /  / /

FOR SALES OFFICE USE ONLY: Hartford Account
                           Executive's Name _____________ and Staff Code / / / /
BUSINESS:  / / ASSISTED   / / UNASSISTED

<PAGE>


EXHIBIT 1 A.(11)

                        HARTFORD LIFE INSURANCE COMPANY'S
              DESCRIPTION OF TRANSFER AND REDEMPTION PROCEDURES AND
                 METHOD OF COMPUTING ADJUSTMENTS IN PAYMENTS AND
                         CASH VALUES UPON CONVERSION TO
                             FIXED BENEFIT POLICIES

This document sets forth, as required by Rule 6e-3(T)(b)(12)(ii), the
administrative procedures that will be followed by Hartford Insurance Company
("Hartford") in connection with the issuance of its modified flexible premium
variable life insurance policy (the "Policy"), the transfer of assets held
thereunder, and the redemption by Policy Owners of their interests in said
Policies. The document also describes the method that Hartford will use in
adjusting the payments and cash values when a Policy is exchanged for a fixed
benefit insurance policy pursuant to Rule 6e-3(T)(b)(13)(v)(B).

                       TRANSFER AND REDEMPTION PROCEDURES

I.   PURCHASE AND RELATED TRANSACTIONS

     A. PREMIUM SCHEDULES AND UNDERWRITING STANDARDS

     This Policy is a flexible premium policy. During the Guarantee Period, if
     Scheduled Premium Payments are made, the Policy will remain in force.
     Premiums for the Policies will not be the same for all Policy Owners. The
     amount of the Scheduled Premium is based upon the Insured's Age, premium
     class and the Initial Face Amount of the Policy. The Policies will be
     offered and sold pursuant to established underwriting standards and in
     accordance with state insurance laws, which prohibit unfair discrimination
     among Policy Owners; but recognize that premiums must be based upon factors
     such as age, health or occupation.

     B. APPLICATION AND INITIAL PREMIUM PROCESSING

     Upon receipt of a completed application, Hartford will follow certain
     insurance underwriting (i.e., evaluation of risks) procedures designed to
     determine whether the applicant is insurable. This process may involve such
     verification procedures as medical examinations and may require that
     further information be provided by the proposed Insured before a
     determination can be made. A Policy will not be issued and consequently a
     Policy Issue Date established, until this underwriting procedure has been
     completed.

     If a premium is submitted with the Policy application, insurance coverage
     will begin immediately if the proposed Insured is insurable at a standard
     rate under a conditional receipt agreement. Otherwise, insurance coverage
     will not begin until the Policy's Issue



<PAGE>

     Date. In either case, the Policy when issued will be effective from the
     date Hartford receives the initial premium at its National Service Center.

     If a premium is not paid with the application, insurance coverage will
     begin and the Policy will be effective on the later of the date
     underwriting determination is made or on the date the premium is received.

     C. PREMIUM ALLOCATION

     In the application for a Policy, the Policy Owner can allocate the initial
     premium among the Fixed Account and various Sub-Accounts. Hartford will
     allocate the entire premium to the Hartford Money Market Sub-Account. At a
     later date, the value of the Policy Owner's interest in the Hartford Money
     Market Sub-Account will be allocated among the Fixed Account and the
     Sub-Accounts of Separate Account VL I in accordance with the Policy Owner's
     instructions in the application for insurance.  You may select up to five
     (5) Funds to allocate your premium. An allocation to any one Fund must be
     for 10% or more, in whole percentages.

     D. POLICY LOANS

     A Policy Owner may obtain a cash loan from Hartford, which is secured by
     the Policy. The aggregate amount of all  loans (including the currently
     applied for loan) may not exceed 90% of the Cash Value at the time a loan
     is requested.

     The amount of each loan will be transferred on a Pro Rata Basis from each
     of the Sub-Accounts (unless the Policy Owner specifies otherwise) to the
     Loan Account. The Loan Account is a mechanism used to ensure that any
     outstanding Indebtedness remains fully secured by the policy values.

     LOAN INTEREST

     Interest will accrue daily on the Indebtedness at the Policy Loan Interest
     Rate indicated in the Policy. The difference between the value of the Loan
     Account and the Indebtedness will be transferred on a pro rata basis from
     the Sub-Accounts to the Loan Account on each Monthly Activity Date.

     CREDITED INTEREST

     During the first ten Policy Years, any amounts in the Loan Account will be
     credited with interest at a rate equal to the Policy Loan Rate, minus 2%.
     For Policy Years 11 and beyond, except for Preferred Loans described below,
     the Loan Account will be credited with interest at a rate equal to the
     policy Loan Rate applicable to that Indebtedness, minus 1%.


<PAGE>

     PREFERRED LOAN

     If, any time after the tenth Policy Anniversary, the Cash Value exceeds the
     total of all premiums paid since issue, a Preferred Loan is available. The
     amount available for a Preferred Loan is the amount by which the Cash Value
     exceeds total premiums paid. The amount of the Loan Account which equals a
     Preferred Loan will be credited with interest at a rate equal to the Policy
     Loan Rate. The amount of Indebtedness that qualified as a Preferred Loan is
     determined on each Monthly Activity Date.

     LOAN REPAYMENTS

     You can repay the any part of or the entire loan at any time.

     The amount of loan repayment will be deducted from the Loan Account and
     will be allocated among the Fixed Account and Sub-Account in the same
     percentage as premiums are allocated.

     TERMINATION DUE TO EXCESSIVE INDEBTEDNESS

     If total Indebtedness equals or exceeds the Cash Value, the Policy will
     terminate 61 days after we have mailed notice to your last known address
     and that of any assignees of record. If sufficient loan repayment if not
     made by the end of the Grace Period, the policy will end without value.

     EFFECT OF LOANS ON ACCOUNT VALUE

     A loan, whether or not repaid, will have a permanent effect on the Account
     Value because the investment results of each Sub-Account will apply only to
     the amount remaining in such Sub-Accounts. In addition, the rate of
     interest credited to the Fixed Account will usually be different than the
     rate credited to the Loan Account. The longer a loan is outstanding, the
     greater the effect is likely to be. The effect could be favorable or
     unfavorable. If the Fixed Account and Sub-Accounts earn more than the
     annual interest rate for funds held in the Loan Account, a Policy Owner's
     Account Value will not increase as rapidly as it would have had no loan
     been made.  If the Fixed Account and Sub-Accounts earn less than the Loan
     Account, the Policy Owners Account Value will be greater than it would have
     been had no loan been made. Also, if not repaid, the aggregate amount of
     the outstanding loan (i.e., the Indebtedness) will reduce the Death
     Proceeds and Cash Surrender Value otherwise payable.

II. TRANSFER AMONG INVESTMENT DIVISIONS

The Separate Account currently has 22 Sub-Accounts, each of which invests in
shares of an open-end diversified management investment company registered with
the Commission and a


<PAGE>

Fixed Account. At any time, the Policy Owner may transfer value among the Funds
or the Fixed Account. We reserve the right at a future date to limit the size of
transfers and remaining balances and to limit the number and frequency of
transfers.

A transfer will take effect on the date the written request (or telephone
request) is received at Hartford unless a later date is designated in the
request for transfer. A transfer between the Loan Accounts and the Separate
Account incident to the repayment or making of a loan under the Policy will not
be considered a transfer. A transfer from the Money Market Fund at the end of
the Right to Cancel Period or a transfer arising because of substitution of
securities by Hartford will also not be considered a transfer.

III. "REDEMPTION" PROCEDURES: SURRENDER AND RELATED TRANSACTIONS

     A. SURRENDER FOR CASH VALUE

     At any time before the death of the Insured and while the Policy is in
     force, the Policy Owner may completely surrender the Policy by written
     request. The surrender payment from the Sub-Accounts will be made within
     seven days after Hartford receives the written request, unless payment is
     postponed pursuant to the relevant provision of the Investment Company Act
     of 1940. The surrender payment from the Fixed Account may be postponed up
     to six months under state law. The surrender payment will equal the Policy
     Owner's Cash Surrender Value.

     B. BENEFIT CLAIMS

     As long as the Policy remains in force, Hartford will usually pay the Death
     Proceeds to the named Beneficiary within seven days after receipt of due
     proof of death of the Insured unless the Policy is contested. Payment of
     the Death Proceeds may be postponed as permitted pursuant to the relevant
     provisions of the Investment Company Act of 1940 and up to six months if
     the Account Values were in the Fixed Account.

     The Death Proceeds equal the Death Benefit under the Policy less all
     outstanding loans. The Death Benefit will be determined on the date
     Hartford receives written notice of death and is a function of the Death
     Benefit Option chosen by the Policy Owner.

     In lieu of payment of the death proceeds in a single sum, an election may
     be made to apply all or a portion of the proceeds under one of the fixed
     benefit settlement options described in the Policy or a combination of
     options. The election may be made by the Policy Owner during the Insured's
     lifetime. The Beneficiary may make or change an election within 90 days of
     the death of the Insured, unless the Policy Owner has made an irrevocable
     election. The fixed benefit settlement options are subject to the
     restrictions and limitations set forth in the Policy.



<PAGE>

     C. POLICY LAPSATION

     During the Guarantee Period: If, on any given Monthly Activity Date the
     Policy Surplus for that Policy Year is zero or less than the Indebtedness,
     all Schedule Premiums due in that Policy Year, on or before that date, must
     be paid. For any such Scheduled Premium not paid on or before its due date,
     We will allow a Grace Period which ends 61 days after that Monthly Activity
     Date. During this time the policy will continue in force. If any such
     Scheduled Premium is not paid by the end of this Grace Period, the Policy
     will terminate except as provided under the Non-Forfeiture Options or
     unless You have elected the Automatic Premium Loan Option.

     After the Guarantee Period: The Policy will terminate 61 days after a
     Monthly Activity Date on which the Cash Surrender Value is less than zero.
     The 61-day period is the Grace Period. If sufficient premium is not paid by
     the end of the Grace Period, the Policy will terminate without value. The
     Company will mail the Owner and any assignee written notice of the amount
     of premium that will be required to continue the policy in force at least
     61 days before the end of the Grace Period. The premiums required will be
     no greater than the amount required to pay three (3) Monthly Deduction
     Amounts as of the day the Grace Period began. If that premium is not paid
     by the end of the Grace Period, the policy will terminate.

     If the Policy lapses, the Policy Owner may reinstate the Policy by payment
     of the reinstatement premium (and any applicable charges) shown in the
     Policy. A request for reinstatement may be made at any time within five
     years of lapse. If a loan was outstanding at the time of lapse, Hartford
     will require repayment of the loan before permitting reinstatement or the
     loan will also be reinstated. In addition, Hartford reserves the right to
     require satisfactory evidence of insurability.

     D. POLICY LOANS

     See "Purchase and Related Transactions," Section I.D. on page 2 of this
     Exhibit.

CASH ADJUSTMENT UPON EXCHANGE OF POLICY

If the Policy is in effect, The Policy Owner may exchange it:

1.   any time during the 24 months following its Date of Issue;
2.   for a permanent life insurance contract offered by Hartford on the life of
     the Insured;
3.   without evidence of insurability.

The new policy will be issued by Hartford:


<PAGE>


1.   with an amount at risk which equals or is less than the amount at risk in
     effect on the Exchange Date;

2.   with premiums based on the same risk classification as the Policy.

This exchange is subject to adjustments in payments and Account Values to
reflect variances, if any, in the payments and Account Values under the Policy
and the new policy.


<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.


                                        Dated:
- -----------------------------------           ----------------------------------
          Donald R. Frahm

                                        Dated:
- -----------------------------------           ----------------------------------
          Bruce D. Gardner

                                        Dated:
- -----------------------------------           ----------------------------------
          John P. Ginnetti

                                        Dated:
- -----------------------------------           ----------------------------------
          Thomas M. Marra

                                        Dated:
- -----------------------------------           ----------------------------------
          Leonard E. Odell, Jr.

                                        Dated:
- -----------------------------------           ----------------------------------
          Lowndes A. Smith

                                        Dated:
- -----------------------------------           ----------------------------------
          Raymond P. Welnicki

                                        Dated:
- -----------------------------------           ----------------------------------
          Lizabeth H. Zlatkus

                                        Dated:
- -----------------------------------           ----------------------------------
          Donald J. Znamierowski

    


<PAGE>


[LOGO]
                            [ITT HARTFORD LETTERHEAD]


April 12, 1995



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Dear Sirs;

This opinion is furnished in connection with the registration statement under
the Securities Act of 1933 as amended, of a certain flexible premium variable
life insurance policy (the "Policy") that will be offered and sold by Hartford
Life Insurance Company and certain units of interest to be issued in connection
with the Policy.

The hypothetical illustrations of the Policy used in this Registration Statement
accurately reflect reasonable estimates of projected performance of the Policy
under the stipulated rates of investment return, the contractual expense
deductions and guaranteed cost-of-insurance rates, and utilizing a reasonable
estimation for expected fund operating expenses.

I hereby consent to the use of this opinion as an exhibit to the Securities Act
Registration Statement on Form S-6 and to the reference to my name under the
heading "Experts" in the Prospectus included in the Securities Act Registration
Statement.

Very truly yours,

/s/ Ken A. McCullum
Ken A. McCullum
Director Individual Life
Product Development




© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission