ITT HARTFORD LIFE & ANNUITY INSURANCE CO SEPARATE ACCOUNT ON
485BPOS, 1995-05-01
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<PAGE>

                                                               File No. 33-73568
                                                                        811-7426

                       Securities and Exchange Commission
                                Washington, D.C.

                                    Form N-4

             Registration Statement Under the Securities Act of 1933
                                      -----
                      Pre-Effective Amendment No. _______ /
                                      -----
   
                     Post-Effective Amendment No.    2    /
                                                  -------
    
                                     and/or

         Registration Statement Under the Investment Company Act of 1940

   
                                Amendment No.   2
                                             ------
    
                        (check appropriate box or boxes)

                 ITT Hartford Life and Annuity Insurance Company
                              Separate Account One
                           (Exact Name of Registrant)

                 ITT Hartford Life and Annuity Insurance Company
                    (Formerly ITT Life Insurance Corporation)
                               (Name of Depositor)
                                 Waterford Park
                             505 Highway, 169 North
                              Minneapolis, MN 55441
                   (Address of Depositor's Principal Offices)
                  Depositor's Telephone Number:  (612) 545-2100

                           Rodney J. Vessels, Esquire
                         Hartford Life Insurance Company
                                  P.O. Box 5085
                            Hartford, CT  06102-5085
                     (Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering:

As soon as practicable after the effective date of this Registration Statement.


<PAGE>


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

Calculation of Registration Fee Under Securities Act of 1933

- -------------------------------------------------------------------------------
Title of            Amount     Proposed Maximum   Proposed Maximum   Amount of
Securities          Being      Offering           Aggregate         Registration
Being Requested     Registered  Price Per Unit    Offering Price     Fee
- -------------------------------------------------------------------------------
                                                                     PAID
ITT Hartford Life and              Pursuant to Regulation 270. 24f-2 under the
Annuity Insurance Company          Investment Company Act of 1940, Registrant
Separate Account One               hereby elects to register an indefinite
Units of Interest                  number of units of interest in this Separate
                                   Account.
- -------------------------------------------------------------------------------

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


<PAGE>

                                       -3-


                              SEPARATE ACCOUNT ONE

                              CROSS REFERENCE SHEET
                             PURSUANT TO RULE 495(A)

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

          1.  Cover Page                     ITT Hartford Life and Annuity
                                             Insurance Company - Separate
                                             Account One

          2.  Definitions                    Glossary of Special Terms

          3.  Synopsis or Highlights         Introduction

          4.  Condensed Financial            Yield Information
              Information

          5.  General Description of         ITT Hartford, Separate Account
              Registrant                     One, the Fixed Account, and the
                                             Funds

          6.  Deductions                     Charges Under the Contract

          7.  General Description of         The Contracts, Separate Account,
              Annuity Contracts              the Fixed Account, and Surrender
                                             Benefits


          8.  Annuity Period                 Annuity Benefits

          9.  Death Benefit                  Death Benefits

          10. Purchases and Contract Value   The Contract, Contracts Offered,
                                             Premium Payments and Initial
                                             Allocations and Contract Value

          11. Redemptions                    Surrender Benefits

          12. Taxes                          Federal Tax Considerations

          13. Legal Proceedings              Legal Matters & Experts

          14. Table of Contents of the       Table of Contents (Part B)
              Statement of Additional
              Information



<PAGE>

                                       -4-









                                     PART A





<PAGE>

                                       -5-


ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
SEPARATE ACCOUNT ONE

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

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

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

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

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

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

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

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

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

<PAGE>

                                       -6-


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

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

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

- -------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
- -------------------------------------------------------------------------------
VARIABLE ANNUITY CONTRACTS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR ENDORSED OR
GUARANTEED BY, ANY BANK, NOR ARE THEY FEDERALLY INSURED OR OTHERWISE PROTECTED
BY THE FDIC, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY; THEY ARE SUBJECT TO
INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED.
- -------------------------------------------------------------------------------

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


<PAGE>

                                       -7-


                                TABLE OF CONTENTS
SECTION                                                                     PAGE

GLOSSARY OF SPECIAL TERMS. . . . . . . . . . . . . . . . . . . . . . . . . . . .

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

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

ITT HARTFORD LIFE, SEPARATE ACCOUNT ONE,
  THE FIXED ACCOUNT AND THE FUNDS. . . . . . . . . . . . . . . . . . . . . . . .

     ITT Hartford Life and Annuity Insurance Company . . . . . . . . . . . . . .

     Separate Account One. . . . . . . . . . . . . . . . . . . . . . . . . . . .

     The Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

     The Fixed Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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

THE CONTRACT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

     Contracts Offered . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

     Premium Payments and Initial Allocations. . . . . . . . . . . . . . . . . .

     Contract Value. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

     Transfers Between the Sub-Accounts/Fixed Account. . . . . . . . . . . . . .

     Charges Under the Contract. . . . . . . . . . . . . . . . . . . . . . . . .

     Death Benefits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

     Surrender Benefits. . . . . . . . . . . . . . . . . . . . . . . . . . . . .

     Annuity Benefits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .


     Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . .


<PAGE>

                                       -8-


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

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

     How Contracts Are Sold. . . . . . . . . . . . . . . . . . . . . . . . . . .

     Legal Matters and Experts . . . . . . . . . . . . . . . . . . . . . . . . .

     Additional Information. . . . . . . . . . . . . . . . . . . . . . . . . . .

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

TABLE OF CONTENTS FOR STATEMENT OF ADDITIONAL INFORMATION. . . . . . . . . . . .



<PAGE>

                                       -9-


                            GLOSSARY OF SPECIAL TERMS

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

ANNUAL WITHDRAWAL AMOUNT:  The amount which can be withdrawn in any Contract
Year prior to incurring surrender charges.

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

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

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

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

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

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

COMMISSION:  Securities and Exchange Commission.

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

CONTRACT ANNIVERSARY:  The anniversary of the Contract Date.

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

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

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

<PAGE>

                                      -10-


DEATH BENEFIT:  The amount payable upon the death of a Contract Owner, Annuitant
or Participant, in the case of group Contracts before annuity payments have
commenced.

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

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

FUNDS:  The Funds described commencing on page _____ of this Prospectus and any
additional Funds which may be made available from time to time.

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

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

ITT HARTFORD:  ITT Hartford Life and Annuity Insurance Company.

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

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

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

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

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

SEPARATE ACCOUNT:  The ITT Hartford separate account entitled "ITT Hartford Life
and Annuity Insurance Company Separate Account One".

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

<PAGE>

                                      -11-


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

UNALLOCATED CONTRACTS:  Contracts issued to employers, or other entity, as
Contract Owner under which no allocation of Contract Values is made for a
specific Participant.  The Plans will be responsible for the individual
allocations.

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

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

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

<PAGE>

                                      -12-

<TABLE>
<CAPTION>

                    SUMMARY
          Contract Owner Transaction Expense
               (All Sub Accounts)

<S>                                                                                       <C>

Sales Load Imposed on Purchases (as a percentage of premium payments). . . . . . . .       None
Exchange Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         $0
Deferred Sales Load (as a percentage of amounts withdrawn) . . . . . . . . . . . . .
     First Year (1). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         6%
     Second Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         6%
     Third Year  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         5%
     Fourth Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         5%
     Fifth Year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         4%
     Sixth Year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         3%
     Seventh Year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         2%
     Eighth Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         0%
Annual Contract Fee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        $30 (2)

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


<TABLE>
<CAPTION>

               Annual Fund Operating Expense
               (as a percentage of net assets)

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

<FN>

(1) Length of time from premium payment.

(2) The annual contract fee is a single $30 charge on a Contract. It is deducted proportionally
    from the investment options in use at the time of the charge.

</TABLE>

<PAGE>
                                     -13-
EXAMPLE

<TABLE>
<CAPTION>

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

<S>                                                 <C>      <C>       <C>       <C>            <C>       <C>      <C>      <C>
Hartford Bond Fund . . . . . . . . . . . . .        $79      $110      $142      $221           $18       $59      $101     $220
Hartford Stock Fund. . . . . . . . . . . . .         79       108       140       216            18        57        99      215
HVA Money Market Fund. . . . . . . . . . . .         78       107       138       213            18        58        98      212
Hartford Advisers Fund . . . . . . . . . . .         80       113       148       233            20        62       107      232
Hartford Aggressive Growth Fund. . . . . . .         81       115       151       240            20        64       110      239
Hartford Mortgage Securities Fund. . . . . .         79       107       139       214            18        58        98      213
Hartford Index Fund. . . . . . . . . . . . .         78       107       137       211            17        56        98      210
Hartford International Opportunities Fund. .         82       119       158       254            22        68       117      252
Hartford Dividend & Growth Fund. . . . . . .         82       118       157       252            21        68       116      251
Hartford International Advisers Fund . . . .         84       124       166       269            23        73       125      268

<CAPTION>

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

<S>                                                 <C>      <C>       <C>       <C>
Hartford Bond Fund . . . . . . . . . . . . .        $19       $60      $102      $221
Hartford Stock Fund. . . . . . . . . . . . .         19        58       100       216
HVA Money Market Fund. . . . . . . . . . . .         18        57        98       213
Hartford Advisers Fund . . . . . . . . . . .         20        63       108       233
Hartford Aggressive Growth Fund. . . . . . .         21        65       111       240
Hartford Mortgage Securities Fund. . . . . .         19        57        99       214
Hartford Index Fund. . . . . . . . . . . . .         18        57        97       211
Hartford International Opportunities Fund. .         22        69       118       254
Hartford Dividend & Growth Fund. . . . . . .         22        68       117       252
Hartford International Advisers Fund . . . .         24        74       126       269

</TABLE>

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

<PAGE>
                                    -14-
<TABLE>
<CAPTION>

                              ACCUMULATION UNIT VALUES

               (For an accumulation unit outstanding throughout the period)


The following information has been examined by Arthur Andersen LLP, independent public accountants,
whose report thereon is included in the Statement of Additional Information, which is incorporated by
reference to this Prospectus.

                                                              Year Ended December 31,
                                                            ------------------------------
                                                                1994              1993
<S>                                                         <C>               <C>
BOND FUND SUB-ACCOUNT
Accumulation unit value at beginning of period . . . .      $     1.694       $    1.000 (a)
Accumulation unit value at end of period . . . . . . .      $     1.607       $    1.694
Number accumulation units outstanding at end of period
  (in thousands) . . . . . . . . . . . . . . . . . . .           33,590           23,803
STOCK FUND SUB-ACCOUNT
Accumulation unit value at beginning of period . . . .      $     2.250       $    1.000 (a)
Accumulation unit value at end of period . . . . . . .      $     2.180       $    2.250
Number accumulation units outstanding at end of period
  (in thousands) . . . . . . . . . . . . . . . . . . .          110,928           60,431
MONEY MARKET FUND SUB-ACCOUNT
Accumulation unit value at beginning of period . . . .      $     1.424       $    1.000 (a)
Accumulation unit value at end of period . . . . . . .      $     1.462       $    1.424
Number accumulation units outstanding at end of period
  (in thousands) . . . . . . . . . . . . . . . . . . .           30,871           14,881
ADVISERS FUND SUB-ACCOUNT
Accumulation unit value at beginning of period . . . .      $     2.072       $    1.000 (a)
Accumulation unit value at end of period . . . . . . .      $     1.991       $    2.072
Number accumulation units outstanding at end of period
  (in thousands) . . . . . . . . . . . . . . . . . . .          414,318          244,980
AGGRESSIVE GROWTH FUND SUB-ACCOUNT
Accumulation unit value at beginning of period . . . .      $     2.583       $    1.000 (a)
Accumulation unit value at end of period . . . . . . .      $     2.615       $    2.583
Number accumulation units outstanding at end of period
  (in thousands) . . . . . . . . . . . . . . . . . . .          116,535           58,645
MORTGAGE SECURITIES FUND SUB-ACCOUNT
Accumulation unit value at beginning of period . . . .      $     1.685       $    1.000 (a)
Accumulation unit value at end of period . . . . . . .      $     1.637       $    1.685
Number accumulation units outstanding at end of period
  (in thousands) . . . . . . . . . . . . . . . . . . .           20,674           28,380
INDEX FUND SUB-ACCOUNT
Accumulation unit value at beginning of period . . . .      $     1.755       $    1.000 (a)
Accumulation unit value at end of period . . . . . . .      $     1.750       $    1.755
Number accumulation units outstanding at end of period
  (in thousands) . . . . . . . . . . . . . . . . . . .           12,030            7,491
INTERNATIONAL OPPORTUNITIES FUND SUB-ACCOUNT
Accumulation unit value at beginning of period . . . .      $     1.220       $    1.000 (a)
Accumulation unit value at end of period . . . . . . .      $     1.181       $    1.220
Number accumulation units outstanding at end of period
  (in thousands) . . . . . . . . . . . . . . . . . . .          175,763           66,084
DIVIDEND & GROWTH FUND SUB-ACCOUNT
Accumulation unit value at beginning of period . . . .      $     1.000 (b)
Accumulation unit value at end of period . . . . . . .      $     1.009
Number accumulation units outstanding at end of period
  (in thousands) . . . . . . . . . . . . . . . . . . .           21,973

<FN>
(a) Inception date May 1, 1993.
(b) Inception date March 8, 1994.

</TABLE>


<PAGE>


                                      -15-


                                  INTRODUCTION

This Prospectus has been designed to provide you with the necessary information
to make a decision on purchasing an individual or group tax deferred Variable
Annuity Contract offered by ITT Hartford Life and Annuity Insurance Company
("ITT Hartford") in the Fixed Account and/or a series of Separate Account One.
(See "ITT Hartford Life and Annuity Insurance Company" page _____; "The
Contracts" page _____; and "The Separate Account" page ____.) Please read the
Glossary of Special Terms on pages 2 and 3 prior to reading this Prospectus to
familiarize yourself with the terms being used.

The Contracts are available for purchase by individuals and groups on both a
non-qualified and qualified basis.  The maximum issue age for the Contract is 85
years old.  (See "The Contracts" page _______.)  Generally, minimum initial
Premium Payment is $1,000.  Thereafter, the minimum payment is $500.  There is
no deduction for sales expenses from Premium Payments when made.  A deduction
will be made for state Premium Taxes for Contracts sold in certain states.  (See
"Charges Under the Contract" page _______.)

Generally, the Contracts are purchased by completing and submitting an
application or an order to purchase, along with the initial Premium Payment, to
ITT Hartford for its approval.  A Contract Owner may exercise his right to
cancel the Contract within 10 days of delivery of the Contract by returning the
Contract to ITT Hartford at its Home Office.  If the Contract Owner exercises
his right to cancel, ITT Hartford will return either the Contract Value or the
original Premium Payments (depending on the state law) to the Contract Owner.

   
The investment options for the contracts are the Hartford Advisers Fund, Inc.,
Hartford Capital Appreciation Fund, Inc., Hartford Bond  Fund, Inc.,
Hartford Dividend and Growth Fund, Inc., Hartford Index Fund, Inc., Hartford
International Advisers Fund, Inc., Hartford International Opportunities Fund,
Inc., Hartford Money Market Fund, Inc., Hartford Mortgage Securities Fund, Inc.,
Hartford Stock Fund, Inc., and such other funds as shall be offered from time to
time (the "Funds"), and the Fixed Account.  (See "The Funds" page ____ and "The
Fixed Account" page ____.)  With certain limitations, Contract Owners may
allocate their Premium Payments and Contract Values to one or a combination of
these investment options and transfer among the investment options.  (See
"Transfers Between Sub-Accounts/Fixed Account" page _______.)
    

An Annual Maintenance Fee in the amount of $30.00 is deducted from Contract
Values each Contract Year (not applicable to Contracts with Account Values of
$50,000 or more) and there is a 1.25% per annum mortality and expense risk
charge applied against all Contract Values held in the Separate Account.  (See
"Charges Under the Contract" page _______).  Finally, the Funds are subject to
certain fees, charges and expenses (see the prospectus for the Funds attached
hereto).

The Contracts may be surrendered, or portions of the value of such Contracts may
be withdrawn, at any time prior to the Annuity Commencement Date.  (See
"Surrender Benefits" page _______.)


<PAGE>


                                      -16-


However, a contingent deferred sales charge may be assessed against Contract
Values when they are surrendered.  Contingent deferred sales charges will not be
assessed in certain instances, including withdrawals up to the annual withdrawal
amount and the payment of Death Benefits.  (See "Charges Under the Contract"
page _______.)

The Contract provides for a minimum death benefit in the event of the death of
the Annuitant or Contract Owner before Annuity payments have commenced (see
"Death Benefits" page _______).  Various annuity options are available under the
Contract for election by the Contract Owner on either a fixed or variable basis.
In the absence of an annuity option election, the Contract Value (less
applicable Premium Taxes) will be applied on the Annuity Commencement Date to
provide a life annuity with 120 monthly payments certain (see "Annuity Benefits"
page _____).


                       ITT HARTFORD, SEPARATE ACCOUNT ONE,
                        THE FIXED ACCOUNT, AND THE FUNDS

ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY

ITT Hartford Life and Annuity Insurance Company ("ITT Hartford"), formerly ITT
Life Insurance Corporation, is domiciled in the state of Wisconsin at Suite
2100, 111 East Wisconsin Avenue, Milwaukee, Wisconsin 53202, with its principal
office at 505 Highway 169 North, Minneapolis, Minnesota 55441; however, its
mailing address is:  P.O. Box 5085, Hartford, CT 06102-5085, Attn:  Individual
Annuity Operations.

ITT Hartford was incorporated in January 9, 1956 and commenced business July 1,
1965.  It is a stock life insurance company engaged in the business of writing
both individual and group life insurance and annuities in all states including
the District of Columbia, except New York.

ITT Hartford is a wholly owned subsidiary of Hartford Life Insurance Company.
ITT Hartford is ultimately 100% owned by Hartford Fire Insurance Company, one of
the largest multiple lines insurance carriers in the United States.

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


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


<PAGE>

                                       -17-


SEPARATE ACCOUNT ONE

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

Your investment in the Separate Account is allocated to one or more Sub-Accounts
as per your specifications.  Each Sub-Account is invested exclusively in the
assets of one underlying Fund.  ITT Hartford reserves the right, subject to
compliance with the law, to substitute the shares of any other registered
investment company for the shares of any Fund already purchased or to be
purchased in the future by the Separate Account provided that the substitution
has been approved by the Commission.

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

Under Connecticut law, the assets of the Separate Account attributable to the
Contracts offered under this Prospectus are held for the benefit of the owners
of, and the persons entitled to payments under, those Contracts.  Income, gains,
and losses, whether or not realized, from assets allocated to the Separate
Account, are, in accordance with the Contracts, credited to or charged against
the Separate Account.  Also, the assets in the Separate Account are not
chargeable with liabilities arising out of any other business ITT Hartford may
conduct.  Contract Values allocated to the Separate Account is not affected by
the rate of return of ITT Hartford's General Account, nor by the investment
performance of any of ITT Hartford's other separate accounts.  The Separate
Account may be subject to liabilities arising from a Series of the Separate
Account whose assets are attributable to other variable annuity Contracts or
variable life insurance policies offered by the Separate Account which are not
described in this Prospectus.  However, all obligations arising under the
Contracts are general corporate obligations of ITT Hartford.

ITT Hartford does not guarantee the investment results of the Separate Accounts
or any of the underlying investments.  There is no assurance that the value of a
Contract during the years prior to retirement or the aggregate amount of the
Variable Annuity payments will equal the total of


<PAGE>


                                       -18-


Premium Payments made under the Contract.  Since each underlying Fund has
different investment objectives, each is subject to different risks.  These
risks are more fully described in the accompanying Fund prospectus.


THE FUNDS

All of the Funds are  sponsored by Hartford Life Insurance Company, an affiliate
of ITT Hartford and were incorporated under the laws of the State of Maryland.

A full description of the Funds, their investment policies and restrictions,
risks, charges and expenses and all other aspects of their operation is
contained in the accompanying Funds' prospectus which should be read in
conjunction with this Prospectus before investing and in the Funds' Statement of
Additional Information which may be ordered from ITT Hartford.  The Funds may
not be available in all states.

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

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 "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 fixed-income securities.

HARTFORD DIVIDEND AND GROWTH FUND, INC. - To seek a high level of current income
consistent with growth of capital and reasonable investment risk.

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

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

<PAGE>



                                      -19-


HARTFORD INTERNATIONAL OPPORTUNITIES FUND, INC. - To achieve long-term total
return consistent with prudent investment risk through investment primarily in
equity securities issued by foreign companies.

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

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

HVA MONEY MARKET FUND, INC. - To achieve maximum current income consistent with
liquidity and preservation of capital by investing in money market securities.

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

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

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

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

ITT Hartford will send proxy materials and a form of instruction by means of
which you can instruct ITT Hartford with respect to the voting of the Fund
shares held for your account.

In connection with the voting of Fund shares held by it, ITT Hartford will
arrange for the handling and tallying of proxies received from Contract Owners.
ITT Hartford as such, shall have no right, except as hereinafter provided, to
vote any Fund shares held by it hereunder which may be registered in its name or
the names of its nominees.  ITT Hartford will, however, vote the Fund shares
held by it in accordance with the instructions received from the Contract Owners
for whose accounts the Fund shares are held.  If a Contract Owner desires to
attend any meeting at which shares held for the Contract Owner's benefit may be
voted, the Contract Owner may request ITT Hartford to furnish a proxy or
otherwise arrange for the exercise of voting rights with respect to the Fund
shares held for such Contract Owner's account.  ITT Hartford will vote shares
for which no instructions have been given and shares which are not attributable
to Contract Owners (i.e. shares owned by ITT Hartford) in the same proportion as
it votes shares of that Fund for which it has received instructions.  During the
Annuity period under a Contract the number of votes will decrease as the assets
held to fund Annuity benefits decrease.


<PAGE>


                                      -20-


The Funds are available only to serve as the underlying investment for variable
annuity and variable life insurance Contracts issued by ILA.  It is conceivable
that in the future it may be disadvantageous for variable annuity separate
accounts and variable life insurance separate accounts to invest in the Funds
simultaneously.  Although ILA and the Funds do not currently foresee any such
disadvantages either to variable annuity Contract Owners or to variable life
insurance Policyowners, the Funds' Board of Directors intends to monitor events
in order to identify any material conflicts between such Contract Owners and
Policyowners and to determine what action, if any, should be taken in response
thereto.  If the Board of Directors of the Funds were to conclude that separate
funds should be established for variable life and variable annuity separate
accounts, the variable annuity Contract Owners would not bear any expenses
attendant to the establishment of such separate funds.

THE FIXED ACCOUNT

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

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

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


<PAGE>


                                      -21-


PERFORMANCE RELATED INFORMATION

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

The Hartford Advisers Fund, Hartford Caputak Appreciation Fund, Hartford Bond
Fund, Hartford Index Fund, Hartford International Advisers Fund, Hartford
International Opportunities Fund, Hartford Mortgage Securities Fund, Hartford
Stock Fund, Hartford U.S. Government Money Market Fund, and HVA Money Market
Fund Sub-Accounts may include total return in advertisements or other sales
material.

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

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

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

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

The Separate Account may also disclose yield, standard total return, and
non-standard total return for periods prior to the date the Separate Account
commenced operations.  For periods prior to the date the Separate Account
commenced operations, performance information for the


<PAGE>


                                      -22-


Sub-Accounts will be calculated based on the performance of the underlying Funds
and the assumption that the Sub-Accounts were in existence for the same periods
as those of the underlying Funds, with a level of charges equal to those
currently assessed against the Sub-Accounts.


                                  THE CONTRACTS

CONTRACTS OFFERED

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

PREMIUM PAYMENTS AND INITIAL ALLOCATIONS

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

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

- -    CREDITING AND VALUATION - The balance of each initial Premium Payment
     remaining after the deduction of any applicable Premium Tax is credited to
     your Contract within two business days of receipt of a properly completed
     application or an order to purchase a Contract and the initial Premium
     Payment by ITT Hartford at its Home Office, P.O. Box 5085, Hartford, CT
     06102-5085.  It will be credited to the Sub-Account(s) and/or the Fixed
     Account in accordance with your election.  If the application or other
     information is incomplete when received, the balance of each initial
     Premium Payment, after deduction of any applicable Premium Tax, will be
     credited to the Sub-Account(s) or the Fixed Account within five


<PAGE>


                                      -23-


     business days of receipt.  If the initial Premium Payment is not credited
     within five business days, the Premium Payment will be immediately returned
     unless you have been informed of the delay and request that the Premium
     Payment not be returned.

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

Subsequent Premium Payments are priced on the Valuation Day received by ITT
Hartford in its Home Office, or other designated administrative offices.

CONTRACT VALUE

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

- -    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 dividends or
     capital gains distributed by that Fund if the ex-dividend date occurs in
     the Valuation Period then ended) divided by the net asset value per share
     of the corresponding Fund at the beginning of the Valuation Period.  You
     should refer to the prospectus for each of the Funds which accompanies this
     Prospectus for a description of how the assets of each Fund are valued
     since each determination has a direct bearing on the Accumulation Unit
     value of the Sub-Account and therefore the value of a Contract.  The
     Accumulation Unit Value is affected by the performance of the underlying
     Fund(s), expenses and deduction of the charges described in this
     Prospectus.

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

- -    VALUATION OF THE FIXED ACCOUNT - ITT Hartford will determine the value of
     the Fixed Account by crediting interest to amounts allocated to the Fixed
     Account.


<PAGE>


                                      -24-


TRANSFERS BETWEEN SUB-ACCOUNTS/FIXED ACCOUNT

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

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

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

Transfers from the Fixed Account into a Sub-Account may be made at any time
during the Contract Year.  The maximum amount which may be transferred from the
Fixed Account during any Contract Year is the greater of 30% of the Fixed
Account balance as of the last Contract Anniversary or the greatest amount of
any prior transfer from the Fixed Account.  If ITT Hartford permits
preauthorized transfers from the Fixed Account to the Sub-Accounts, this
restriction is inapplicable.  Also, if any interest rate is renewed at a rate of
at least one percentage point less than the previous rate, the Contract Owner
may elect to transfer up to 100% of the funds receiving the reduced rate within
60 days of notification of the interest rate decrease.  Generally, transfers may
not be made from any Sub-Account into the Fixed Account for the six-month period
following any transfer from the Fixed Account into one or more of the
Sub-Accounts.  ITT Hartford reserves the right to defer transfers from the Fixed
Account for up to six months from the date of request.

   
Subject to the exceptions set forth in the following paragraph, the right to
reallocate Contract Values is subject to modification if ITT Hartford
determines, in its sole opinion, that the exercise of that right by one or more
Contract Owners is, or would be, to the disadvantage of other Contract Owners.
Any modification could be applied to transfers to or from some or all of the
Sub-Accounts and the  Fixed Account and could include, but not be limited to,
the requirement of a minimum time period between each transfer, not accepting
transfer requests of an agent acting

    
<PAGE>


                                      -25-
   
under a power on behalf of more than one Contract Owner, or limiting the dollar
amount that may be transferred between the Sub-Accounts and the Fixed Account
by a Contract Owner at any one time. Such restrictions may be applied in any
manner reasonably designed to prevent any use of the transfer right which is
considered by ITT Hartford to be to the disadvantage of other Contract Owners.

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

CHARGES UNDER THE CONTRACTS

- -    CONTINGENT DEFERRED SALES CHARGES

     There is no deduction for sales expenses from Premium Payments when made.
     However, a contingent deferred sales charge may be assessed against
     Contract Values when they are surrendered.  The length of time from receipt
     of a Premium Payment to the time of surrender determines the contingent
     deferred sales charge.  Premium payments will be deemed to be surrendered
     in the order in which they were received.

- -    PAYMENTS SUBJECT TO SALES CHARGES DURING THE FIRST SEVEN CONTRACT YEARS

     During the first seven Contract years, a contingent deferred sales charge
     will be assessed against the surrender of the Premium Payments.  All
     surrenders will be first from Premium Payments and then from other Contract
     Values.

- -    AFTER THE SEVENTH CONTRACT YEAR

     After the seventh Contract year, all surrenders will first be from earnings
     and then from premium payments.  A contingent deferred sales charge will
     not be  assessed against the surrender of earnings.  If an amount equal to
     all earnings has been surrendered, a contingent deferred sales charge will
     not be assessed against premium  payments received more than seven years
     prior to surrender, but will be assessed against premium payments received
     less than seven years prior to surrender.
    

<PAGE>


                                      -26-


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

<TABLE>
<CAPTION>

        Charge           Length of Time from Premium Payment
        ------           -----------------------------------
                                  (Number of Years)
        <S>              <C>
           6%                         1
           6%                         2
           5%                         3
           5%                         4
           4%                         5
           3%                         6
           2%                         7
           0%                         8 or more

</TABLE>


- -    PAYMENTS NOT SUBJECT TO SALES CHARGES - During the first seven Contract
     Years, on a non-cumulative basis, a Contract Owner may make a partial
     surrender of Contract Values of up to 10% of the aggregate Premium Payments
     made to the Contract (as determined on the date of the requested
     withdrawal) without the application of the contingent deferred sales
     charge.  After the seventh Contract year, the Contract Owner may make a
     partial surrender of 10% of premium payments made during the seven years
     prior to the surrender and 100% of the Contract Value less the premium
     payments made during the seven years prior to the surrender.  The amounts
     not subject to sales charges are known as the Annual Withdrawal Amount.
     The Annual Withdrawal Amount is the amount which can be withdrawn in any
     Contract Year prior to incurring sales charges.  An Enhanced Annual
     Withdrawal Amount privilege is available by rider for certain tax-qualified
     plans.

     Certain plans or programs may have different withdrawal privileges.  Any
     such withdrawal will be deemed to be from Contract Values other than
     Premium Payments.  From time to time, ITT Hartford may permit the Contract
     Owner to preauthorize partial surrenders subject to certain limitations
     then in effect.  Additional surrenders or any surrender of the Contract
     Values in excess of such amount in any Contract Year during the period when
     contingent deferred sales charges are applicable will be subject to the
     appropriate charge.

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

- -    PURPOSE OF SALES CHARGES - The contingent deferred sales charges are used
     to cover expenses relating to the sale and distribution of the Contracts,
     including commissions paid to any distribution organization and its sales
     personnel, the cost of preparing sales


<PAGE>



                                      -27-


literature and other promotional activities.  To the extent that these charges
do not cover such distribution expenses they will be borne by ITT Hartford from
its general assets, including surplus.  The surplus might include profits
resulting from unused mortality and expense risk charges.

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

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

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

     The mortality undertakings are based on ITT Hartford's determination of
     expected mortality rates among all Annuitants.  If actual experience among
     Annuitants during the Annuity payment period deviates from ITT Hartford's
     actuarial determination of expected mortality rates among Annuitants
     because, as a group, their longevity is longer than anticipated, ITT
     Hartford must provide amounts from its general funds to fulfill its
     Contract obligations.  In that event, a loss will fall on ITT Hartford.
     Also, in the event of the death of an Annuitant or Contract Owner before
     commencement of Annuity payments, ITT Hartford can, in periods of declining
     value or in periods where the contingent deferred sales loads would have
     been applicable, experience a loss resulting from the assumption of the
     mortality risk relative to the guaranteed death benefit.

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


<PAGE>


                                      -28-


- -    ANNUAL MAINTENANCE FEE - Each year, on each Contract Anniversary on or
     before the Annuity Commencement Date, ITT Hartford will deduct an Annual
     Maintenance Fee, if applicable, from Contract Values to reimburse it for
     expenses relating to the maintenance of the Contract, the Fixed Account,
     and the Sub-Account(s) thereunder.  If during a Contract Year the Contract
     is surrendered for its full value, ITT Hartford will deduct the Annual
     Maintenance Fee at the time of such surrender.  The fee is a flat fee which
     will be due in the full amount regardless of the time of the Contract Year
     that Contract Values are surrendered.  The Annual Maintenance Fee is $30.00
     per Contract Year for Contracts with less than $50,000 Contract Value on
     the Contract Anniversary.  The deduction will be made pro rata according to
     the value in each Sub-Account and the Fixed Account under a Contract.

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

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

DEATH BENEFITS

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


<PAGE>


                                      -29-


   
- -    GUARANTEED DEATH BENEFIT - Upon death prior to the Annuity Commencement
     Date of the Annuitant or Contract Owner, as applicable, the Beneficiary
     will receive the greatest of (a) the Contract Value determined as of the
     day written proof of death of such person is received by ITT Hartford, or
     (b) 100% of the total Premium Payments made to such Contract, reduced by
     any prior surrenders, or (c) the Maximum Anniversary Value immediately
     preceding the date of death, increased by the dollar amount of any Premium
     Payments made and reduced by the dollar amount of any partial surrenders.

     The Maximum Anniversary Value is equal to the greatest Anniversary Value
     attained from the following:

     As of the date of receipt of due proof of death, the Company will calculate
     an Anniversary Value for  each Contract Anniversary prior to the deceased's
     attained age 81.  The Anniversary Value is equal to the Contract Value on a
     Contract Anniversary, increased by the dollar amount of any premium
     payments made since that anniversary and reduced by the dollar amount of
     any partial surrenders since that anniversary.

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

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

    

<PAGE>


                                      -30-



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

- -    GROUP UNALLOCATED CONTRACTS

     ITT Hartford requires that detailed accounting of cumulative purchase
     payments, cumulative gross surrenders, and current Contract Value attached
     to each Plan Participant be submitted on an annual basis by the Contract
     Owner. Failure to submit accurate data satisfactory to ITT Hartford will
     give ITT Hartford the right to terminate this extension of benefits.

SURRENDER BENEFITS

- -    FULL SURRENDERS - At any time prior to the Annuity Commencement Date (and
     after the Annuity Commencement Date with respect to values applied to
     Option 4 or 5), the Contract Owner has the right to terminate the Contract.
     In such event, the Termination Value of the Contract may be taken in the
     form of a lump sum cash settlement.

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

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

- -    PARTIAL SURRENDERS - The Contract Owner may make a partial surrender of
     Contract Values at any time prior to the Annuity Commencement Date so long
     as the amount surrendered is at least equal to the minimum amount rules
     then in effect.  Additionally, if the remaining Contract Value following a
     surrender is less than $500, ITT Hartford may terminate the Contract and
     pay the Termination Value.  For Contracts issued in Texas, there is an
     additional requirement that the Contract will not be terminated when the
     remaining Contract Value after a surrender is less than $500 unless there
     were no Premium Payments made during the previous two Contract Years.


<PAGE>


                                      -31-


     In requesting a partial withdrawal you should specify the Sub-Account(s)
     and/or the Fixed Account from which the partial withdrawal is to be taken.
     Otherwise, such withdrawal and any applicable contingent deferred sales
     charges will be effected on a pro rata basis according to the value in the
     Fixed Account and each Sub-Account under a Contract.

     ITT Hartford may permit the Contract Owner to preauthorize partial
     surrenders subject to certain limitations then in effect.

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

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

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

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

     ITT HARTFORD WILL NOT ASSUME ANY RESPONSIBILITY IN DETERMINING WHETHER A
     WITHDRAWAL IS PERMISSIBLE, WITH OR WITHOUT TAX PENALTY, IN ANY PARTICULAR
     SITUATION; OR IN MONITORING


<PAGE>


                                      -32-


     WITHDRAWAL REQUESTS REGARDING PRE OR POST JANUARY 1, 1989 ACCOUNT VALUES.

     ANY SUCH FULL OR PARTIAL SURRENDER DESCRIBED ABOVE MAY AFFECT THE
     CONTINUING TAX QUALIFIED STATUS OF SOME CONTRACTS OR PLANS AND MAY RESULT
     IN ADVERSE TAX CONSEQUENCES TO THE CONTRACT OWNER.  THE CONTRACT OWNER,
     THEREFORE, SHOULD CONSULT WITH HIS TAX ADVISER BEFORE UNDERTAKING ANY SUCH
     SURRENDER.  (SEE "FEDERAL TAX CONSIDERATIONS" COMMENCING ON PAGE _____.)

ANNUITY BENEFITS

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

ANNUITY OPTIONS

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

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


<PAGE>


                                      -33-


Option 1: Life Annuity

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

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

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

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

Option 3: Joint and Last Survivor Annuity

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

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

Option 4: Payments for a Designated Period

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

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


<PAGE>


                                      -34-



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

Option 5: Death Benefit Remaining with ITT Hartford

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

ITT Hartford may offer other annuity options from time to time.

- -    VARIABLE AND FIXED ANNUITY PAYMENTS - When an Annuity is effected under a
     Contract, unless otherwise specified, Contract Values (less applicable
     Premium Taxes) held in the Sub-Accounts will be applied to provide a
     Variable Annuity based on the pro rata amount in the various Sub-Accounts.
     Fixed Account Contract Values will be applied to provide a Fixed Annuity.
     YOU SHOULD CONSIDER THE QUESTION OF ALLOCATION OF CONTRACT VALUES (LESS
     APPLICABLE PREMIUM TAXES) AMONG SUB-ACCOUNTS OF THE SEPARATE ACCOUNT AND
     THE GENERAL ACCOUNT OF ITT HARTFORD TO MAKE CERTAIN THAT ANNUITY PAYMENTS
     ARE BASED ON THE INVESTMENT ALTERNATIVE BEST SUITED TO YOUR NEEDS FOR
     RETIREMENT.

     The minimum monthly Annuity payment is $50.00.  No election may be made
     which results in a first payment of less than $50.00.  If at any time
     Annuity payments are or become less than $50.00, ITT Hartford has the right
     to change the frequency of payment to intervals that will result in
     payments of at least $50.00.  For New York Contracts, the minimum monthly
     Annuity payment is $20.00.

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

- -    VARIABLE ANNUITY - The Contract contains tables indicating the minimum
     dollar amount of the first monthly payment under the optional variable
     forms of Annuity for each $1,000 of value of a Sub-Account under a
     Contract.  The first monthly payment varies according


<PAGE>


                                      -35-


     to the form and type of Variable Payment Annuity selected.  The Contract
     contains Variable Payment Annuity tables derived from the 1983a Individual
     Annuity Mortality Table with ages set back one year and with an assumed
     investment rate ("A.I.R.") of 5% per annum.  The total first monthly
     Variable Annuity payment is determined by multiplying the value (expressed
     in thousands of dollars) of a Sub-Account (less any applicable Premium
     Taxes) by the amount of the first monthly payment per $1,000 of value
     obtained from the tables in the Contracts.

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

     The value of the Annuity Unit for each Sub-Account in the Separate Account
     for any day is determined by multiplying the value for the preceding day by
     the product of (1) the net investment factor for the day for which the
     Annuity Unit value is being calculated, and (2) a factor to neutralize the
     assumed investment rate of 5.00% per annum.  The Annuity Unit value used in
     calculating the amount of the Variable Annuity payments will be based on an
     Annuity Unit value determined as of the close of business on a day no
     earlier than the fifth Valuation Day preceding the date of the Annuity
     payment.

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

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

OTHER INFORMATION

- -    ASSIGNMENT - Ownership of a Contract described herein is generally
     assignable.  However, if the Contracts are issued pursuant to some form of
     Qualified Plan, it is possible that the ownership of the Contracts may not
     be transferred or assigned depending on the type of qualified retirement
     plan involved.  An assignment of a Non-Qualified Contract may subject the
     assignment proceeds to income taxes and certain penalty taxes.


<PAGE>


                                      -36-


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

ITT HARTFORD'S INTEREST IN FUNDS -  ITT Hartford has no interest in the Funds.


<PAGE>


                                      -37-


                           FEDERAL TAX CONSIDERATIONS

A.   GENERAL

SINCE THE TAX LAW IS COMPLEX AND SINCE TAX CONSEQUENCES WILL VARY ACCORDING TO
THE ACTUAL STATUS OF THE CONTRACT OWNER INVOLVED AND THE TYPE OF PLAN UNDER
WHICH THE CONTRACT IS PURCHASED, LEGAL AND TAX ADVICE MAY BE NEEDED BY A PERSON,
TRUSTEE OR OTHER ENTITY CONTEMPLATING THE PURCHASE OF A CONTRACT DESCRIBED
HEREIN.  IT SHOULD BE UNDERSTOOD THAT ANY DETAILED DESCRIPTION OF THE FEDERAL
INCOME TAX CONSEQUENCES REGARDING THE PURCHASE OF THESE CONTRACTS CANNOT BE MADE
IN THIS PROSPECTUS AND THAT SPECIAL TAX RULES MAY BE APPLICABLE WITH RESPECT TO
CERTAIN PURCHASE SITUATIONS NOT DISCUSSED HEREIN.  IN ADDITION, NO ATTEMPT IS
MADE HERE TO CONSIDER ANY APPLICABLE STATE OR OTHER TAX LAWS.  FOR DETAILED
INFORMATION, A QUALIFIED TAX ADVISER SHOULD ALWAYS BE CONSULTED.  THIS
DISCUSSION IS BASED ON ITT HARTFORD'S UNDERSTANDING OF CURRENT FEDERAL INCOME
TAX LAWS AS THEY ARE CURRENTLY INTERPRETED.

B.   TAXATION OF ITT HARTFORD AND THE SEPARATE ACCOUNT

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

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

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

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

     1.   NON-NATURAL PERSONS, CORPORATIONS, ETC.  Section 72 contains
     provisions for Contract Owners which are non-natural persons.  Non-natural
     persons include corporations, trusts, and partnerships.  The annual net
     increase in the value of the Contract is currently includable in the gross
     income of a non-natural person unless the


<PAGE>
                                    -38-

     non-natural person holds the Contract as an agent for a natural person.
     There is an exception from current inclusion for certain annuities held by
     structured settlement companies, certain annuities held by an employer with
     respect to a terminated Qualified Plan and certain immediate annuities.  A
     non-natural person which is a tax-exempt entity for Federal tax purposes
     will not be subject to income tax as a result of this provision.

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

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

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

          a.   DISTRIBUTIONS PRIOR TO THE ANNUITY COMMENCEMENT DATE.

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

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

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

               iv.  The receipt of any amount as a loan under the Contract or
                    the assignment or pledge of any portion of the value of the
                    Contract shall be treated as an amount surrendered which
                    will be covered by the provisions in subparagraph ii. or
                    iii. above.


<PAGE>


                                      -39-


               v.   In general, the transfer of the Contract, without full and
                    adequate consideration, will be treated as an amount
                    surrendered which will be covered by the provisions in
                    subparagraph ii. or iii. above.  This transfer rule does not
                    apply, however, to certain transfers of property between
                    spouses or incident to divorce.

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

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

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

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

          c.   AGGREGATION OF TWO OR MORE ANNUITY CONTRACTS.

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


<PAGE>


                                      -40-


          as withdrawals of income until all of the income from all such
          Contracts is withdrawn.  As of the date of this Prospectus, there are
          no regulations interpreting this provision.

          d.   PENALTY -- APPLICABLE TO CERTAIN WITHDRAWALS AND ANNUITY
               PAYMENTS.

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

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

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

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

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

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

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

          e.   SPECIAL PROVISIONS AFFECTING CONTRACTS OBTAINED THROUGH A TAX-
          FREE EXCHANGE OF OTHER ANNUITY OR LIFE INSURANCE CONTRACTS PURCHASED
          PRIOR TO AUGUST 14, 1982.

          If the Contract was obtained by a tax-free exchange of a life
          insurance or annuity Contract purchased prior to August 14, 1982, then
          any amount surrendered prior to the Annuity Commencement Date which
          does not exceed the portion of the "investment in the contract"
          (generally premiums paid into the prior Contract, less amounts deemed
          received) prior to August 14, 1982, shall not be included in gross
          income.  In all other respects, the general provisions apply to
          distributions from such Contracts.


<PAGE>


                                      -41-


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

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

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

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

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

     3.   DIVERSIFICATION REQUIREMENTS.

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

D.   FEDERAL INCOME TAX WITHHOLDING -

     The portion of a distribution which is taxable income to the recipient will
     be subject to Federal income tax withholding, pursuant to Section 3405 of
     the Internal Revenue Code.


<PAGE>


                                      -42-


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

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

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

                                  MISCELLANEOUS

HOW CONTRACTS ARE SOLD

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

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

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

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


<PAGE>


                                      -43-


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

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

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

LEGAL MATTERS AND EXPERTS

There are no material legal proceedings affecting the Separate Account.

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

ADDITIONAL INFORMATION

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

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


<PAGE>


                                      -44-


APPENDIX I

                    INFORMATION REGARDING TAX QUALIFIED PLANS


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

A.   Contributions

     1.   Pension, Profit Sharing and Simplified Employee Pension Plans

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

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

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


<PAGE>


                                      -45-


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

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


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

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

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

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

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




<PAGE>



                                      -46-


B.   Distributions

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

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

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

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


<PAGE>


                                      -47-


     previous calendar year by a factor promulgated by the Internal Revenue
     Service which ranges from 26.2 (at age 70) to 1.8 (at age 115).  Special
     rules apply to require that distributions be made to Beneficiaries after
     the death of the Participant.  A penalty tax of up to 50% of the amount
     which should be distributed may be imposed by the Internal Revenue Service
     for failure to make such distribution.

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

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

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

C.   Federal Income Tax Withholding

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

     1.   Eligible Rollover Distributions

          a.   The Unemployment Compensation Amendments Act of 1992 requires
          that federal income taxes be withheld from certain distributions from
          tax-qualified retirement plans and from tax-sheltered annuities under
          Section 403(b).  These


<PAGE>

                                    -48-

          provisions DO NOT APPLY to distributions from individual retirement
          annuities under section 408(b) or from deferred compensation programs
          under section 457.

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

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

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

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

     2.   Non-Eligible Rollover Distributions

          a.   Non-Periodic Distributions

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

          b.   Periodic Distributions (distributions payable over a period
          greater than one year)

          The portion of a periodic distribution which constitutes taxable
          income will be


<PAGE>


                                      -49-


          subject to Federal income tax withholding as if the recipient were
          married claiming three exemptions.  A recipient may elect not to have
          income taxes withheld or have income taxes withheld at a different
          rate by providing a completed election form. Election forms will be
          provided at the time distributions are requested.

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



<PAGE>


                                      -50-


                                TABLE OF CONTENTS
                                       TO
                       STATEMENT OF ADDITIONAL INFORMATION


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

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

DESCRIPTION OF ITT HARTFORD LIFE AND
 ANNUITY INSURANCE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . .

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

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

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

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

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

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

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


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

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

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

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

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

        OPTION 5: Death Benefit Remaining with ITT Hartford. . . . . . . . . . .

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

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


<PAGE>


                                      -51-


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

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

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

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

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


<PAGE>


                                      -52-


This form must be completed for all tax sheltered annuities.


                     SECTION 403(b)(11) ACKNOWLEDGMENT FORM

The Hartford variable annuity Contract which you have recently purchased is
subject to certain restrictions imposed by the Tax Reform Act of 1986.
Contributions to the Contract after December 31, 1988 and any increases in cash
value after December 31, 1988 may not be distributed to you unless you have:

     a.  attained age 59 1/2
     b.  terminated employment
     c.  died, or
     d.  become disabled.

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

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

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

Please complete the following and return to:

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

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


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


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


<PAGE>


                                      -53-


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

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


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


______________________________
Name

______________________________
Address

______________________________
City/State            Zip Code

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


<PAGE>

                                     PART B

                       STATEMENT OF ADDITIONAL INFORMATION

                 ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY

                              SEPARATE ACCOUNT ONE

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

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



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




















Form HV-
Printed in U.S.A.

<PAGE>

                                       -2-

                                TABLE OF CONTENTS

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

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

DESCRIPTION OF ITT HARTFORD LIFE AND ANNUITY INSURANCE CO. . . . . . . . . . . .

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

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

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

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

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

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

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

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

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

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

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

        OPTION 5:  Death Benefits Remaining with ITT Hartford. . . . . . . . . .

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

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

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

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

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

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

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

<PAGE>

                                       -3-

                                  INTRODUCTION

   
The individual and group tax deferred variable annuity contracts described in
the Prospectus are designed to provide Annuity benefits to individuals who have
established or wish to establish retirement programs which may or may not
qualify for special federal income tax treatment.  The Annuitant under these
contracts may receive Annuity benefits in accordance with the Annuity option
selected and the retirement program, if any, under which the contracts have been
purchased.  Annuity payments under a contract will begin on a particular future
date which may be selected at any time under the contract or automatically when
the Annuitant reaches age 90 except in certain states where deferral past 85 is
not permitted.  There are several alternative annuity payment options available
under the contract (see "Optional Annuity Forms," commencing on page_).
    

   
The Premium Payments under a contract, less any applicable Premium Taxes, will
be applied to the Separate Account and/or the Fixed Account.  Accordingly, the
net Premium Payment under the contract will be applied to purchase interests in
one or more of the Hartford Advisers Fund, Hartford Capital Appreciation Fund,
Hartford Bond Fund, Hartford Dividend and Growth Fund, Hartford Index Fund,
Hartford International Advisers Fund, Hartford International Opportunities Fund,
Hartford Mortgage Securities Fund, Hartford Stock Fund and HVA Money Market Fund
Sub-Accounts.
    

Shares of the Funds are purchased by the Separate Account without the imposition
of a sales charge.  The value of a contract depends on the value of the shares
of the Fund held by the Separate Account pursuant to that contract.  As a
result, the Contract Owner bears the investment risk since market value of the
shares may increase or decrease.

There is no assurance that the value of the Contract Owner's contract at any
time will equal or exceed the Premium Payments made.  However, if the Annuitant
or Contract Owner dies before the Annuity Commencement Date, the contracts
provide that a death benefit equal to the value of the contract as of the date
due proof of death is received by ITT Hartford shall be payable.  This amount is
the greater of (a) the Contract Value on the date of receipt of due proof of
death by ITT Hartford, or (b) 100% of the total Premium Payments made to such
contract, reduced by any prior surrenders, or (c) the Maximum Anniversary Value.
(See "Death Benefits" commencing on page ___ of the Prospectus).

         DESCRIPTION OF ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY

ITT Hartford Life and Annuity Insurance Company ("ITT Hartford"), formerly ITT
Life Insurance Corporation, domiciled in the state of Wisconsin at Suite 2100,
111 East Wisconsin Avenue, Milwaukee, Wisconsin  53202 and with its principal
office at 505 Highway 169 North, Minneapolis, Minnesota  55441; however, its
mailing address is P.O. Box 5085, Hartford, CT  06102-5085, Attn: Individual
Annuity Operations.

<PAGE>

                                       -4-

ITT Hartford was incorporated in January 9, 1956 and commenced business July 1,
1965.  It is a stock life insurance company engaged in the business of writing
both individual and group life insurance and annuities in all states including
the District of Columbia, except New York.

ITT Hartford is a wholly owned subsidiary of Hartford Life Insurance Company.
ITT Hartford is ultimately 100% owned by Hartford Fire Company, one of the
largest multiple lines insurance carriers in the United States.

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

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

                              SAFEKEEPING OF ASSETS

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

                         INDEPENDENT PUBLIC ACCOUNTANTS

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

                            DISTRIBUTION OF CONTRACTS

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

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

<PAGE>

                                       -5-

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

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

The offering of the Separate Account contracts is continuous.

                                 ANNUITY PERIOD

A.   Annuity Payments

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

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

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

B.   Electing the Annuity Commencement Date and Form of Annuity

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

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

The Contract contains the five optional Annuity forms described below.  Options
2, 4 and 5 are available with respect to Qualified Contracts only if the
guaranteed payment period is less than the life expectancy of the Annuitant at
the time the option becomes effective.  Such life


<PAGE>

                                       -6-

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

With respect to Non-Qualified Contracts, if you do not elect otherwise, payments
will automatically begin at the Annuitant's age 90 (with the exception of states
that do not allow deferral past age 85) under Option 2 with 120 monthly payments
certain.

For Qualified Contracts and Contracts issued in Texas, if you do not elect
otherwise, payments will begin automatically at the Annuitant's age 90 under
Option 1 to provide a life Annuity.

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

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

There may be other annuity options available offered by ITT Hartford from time
to time.

C.   Optional Annuity Forms

OPTION 1: Life Annuity

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

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

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

This Annuity option is an Annuity payable monthly during the lifetime of an
Annuitant with the provision that if, at the death of the Annuitant, payments
have been made for less than 120, 180

<PAGE>

                                       -7-

or 240 months, as elected, then the present value as of the date of the
Annuitant's death of the current dollar amount at the date of death, of any
remaining guaranteed monthly payments will be paid in one sum to the Beneficiary
or Beneficiaries designated.

<TABLE>

                        Illustration of Annuity Payments
                         Individual Age 65, Life Annuity
                            With 120 Payments Certain
                            -------------------------
<S>                                                             <C>
1.   Net amount applied........................................ 13,978.25
2.   Initial monthly income per $1,000 of payment applied........... 6.24
3.   Initial monthly payment (1x2-1,000)........................... 87.22
4.   Annuity Unit value.............................................. .953217
5.   Number of monthly Annuity Units (3-4)......................... 91.501
6.   Assume Annuity Unit value for second month equal to............. .963723
7.   Second monthly payment (6x5).................................. 88.18
8.   Assume Annuity Unit value for third month equal to.............. .964917
9.   Third monthly payment (8x5)................................... 88.29

</TABLE>

For the purpose of this illustration, purchase is assumed to have been made on
the fifth business day preceding the first payment date.  In determining the
second and subsequent payments, the Annuity Unit value of the fifth business day
preceding the Annuity due date is used.

OPTION 3: Joint and Last Survivor Annuity

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

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

OPTION 4: Payments for a Designated Period

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

OPTION 5: Death Benefit Remaining with ITT Hartford

Proceeds from the Death Benefit may be left with ITT Hartford for a period not
to exceed five years from the date of the Contract Owner's death prior to the
Annuity Commencement Date will remain in the Sub-Account(s) to which they were
allocated at the time of death unless the


<PAGE>

                                       -8-

Beneficiary elects to reallocate them.  Full or partial withdrawals may be made
at any time.  In the event of withdrawals, the remaining value will equal the
Contract Value of the proceeds left with ITT Hartford, minus any withdrawals.
Contingent Deferred Sales Charges, if applicable, will also be applied to all
withdrawals.  For purposes of determining this charge, the original Contract
Date of this Contract will be used.

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

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

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

D.   The Annuity Unit and Valuation

The value of the Annuity Unit for each Sub-Account in the Separate Account for
any day is determined by multiplying the value for the preceding day by the
product of (1) the net investment factor (see page 11 of the Prospectus) for the
day for which the Annuity Unit value is being calculated, and (2) a factor to
neutralize the assumed investment rate of 5.00% per annum discussed in Section
E. below.

<TABLE>

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

</TABLE>

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

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

<PAGE>

                                       -9-

The contract contains tables indicating the minimum dollar amount of the first
monthly payment under the optional forms of Annuity for each $1,000 of value of
a Sub-Account under a contract.  The first monthly payment varies according to
the form and type of Annuity selected.  The contracts contains Annuity tables
derived from the 1983a Individual Annuity Mortality table with ages set back one
year with an assumed investment rate ("A.I.R.") of 5% per annum.  The total
first monthly Variable Annuity payment is determined by multiplying the value
(expressed in thousands of dollars) of a Sub-Account (less any applicable
Premium Taxes) by the amount of the first monthly payment per $1,000 of value
obtained from the tables in the contracts.

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

F.   Amount of Second and Subsequent Monthly Variable Annuity Payments

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

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

G.   Date and Time of Annuity Payments

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


<PAGE>

                                      -10-

                         CALCULATION OF YIELD AND RETURN

YIELD OF THE HVA MONEY MARKET FUND AND U.S. GOVERNMENT MONEY MARKET FUND
SUB-ACCOUNTS.  As summarized in the Prospectus under the heading "Performance
Related Information," the yield of the HVA Money Market Fund and U.S. Government
Money Market Fund Sub-Accounts for a seven day period (the "base period") will
be computed by determining the "net change in value" (calculated as set forth
below) of a hypothetical account having a balance of one share at the beginning
of the period, dividing the net change in account value by the value of the
account at the beginning of the base period to obtain the base period return,
and multiplying the base period return by 365/7 with the resulting yield figure
carried to the nearest hundredth of one percent.  Net changes in value of a
hypothetical account will include net investment income of the account (accrued
daily dividends as declared by the underlying funds, less daily expense charges
of the account) for the period, but will not include realized gains or losses or
unrealized appreciation or depreciation on the underlying fund shares.

The HVA Money Market Fund and U.S. Government Money Market Fund Sub-Accounts'
yield and effective yield will vary in response to fluctuations in interest
rates and in the expenses of the two Sub-Accounts.

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

HVA MONEY MARKET FUND SUB-ACCOUNT

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

($30 annual policy fee)

Yield             4.05%
Effective Yield   4.13%

U.S. GOVERNMENT MONEY MARKET FUND SUB-ACCOUNT

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

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

($30 annual policy fee)

Yield             3.73%
Effective Yield   3.80%

<PAGE>

                                      -11-

YIELDS OF BOND FUND AND MORTGAGE SECURITIES FUND SUB-ACCOUNTS.  As summarized in
the Prospectus under the heading "Performance Related Information," yields of
these two Sub-Accounts will be computed by annualizing a recent month's net
investment income, divided by a Fund share's net asset value on the last trading
day of that month.  Net changes in the value of a hypothetical account will
assume the change in the underlying mutual fund's "net asset value per share"
for the same period in addition to the daily expense charge assessed, at the
sub-account level for the respective period.  The Bond Fund and Hartford
Mortgage Securities Fund Sub-Accounts' yields will vary from time to time
depending upon market conditions and, the composition of the underlying funds'
portfolios.  Yield should also be considered relative to changes in the value of
the Sub-Accounts' shares and to the relative risks associated with the
investment objectives and policies of the Bond Fund and Hartford Mortgage
Securities Fund.

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

BOND FUND SUB-ACCOUNT

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

Example:

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

Where A = Dividends and interest earned during the period.
      B = Expenses accrued for the period (net of reimbursements).
      C = The average daily number of units outstanding during
          the period that were entitled to receive dividends.
      D = The maximum offering price per unit on the last day of the period.

      Yield =  5.87%

MORTGAGE SECURITIES FUND SUB-ACCOUNT

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

<PAGE>

                                      -12-

Example:

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

Where A = Dividends and interest earned during the period.
      B = Expenses accrued for the period (net of reimbursements).
      C = The average daily number of units outstanding during
          the period that were entitled to receive dividends.
      D = The maximum offering price per unit on the last day of the period.

      Yield = 6.51%

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

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

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

PERFORMANCE COMPARISONS

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

<PAGE>

                                      -13-

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

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

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

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

The manner in which total return and yield will be calculated for public use is
described above.

The following table summarizes the calculation of total return and yield for
each Sub-Account, where applicable, through December 31, 1994.

There are no financial statements for the Separate Account since contracts have
only been sold since __________, 1994.


<PAGE>

MONEY MARKET FUND - DIRECTOR

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

<TABLE>
<CAPTION>

<S>                                                                                    <C>
Assumption:

     Value of a hypothetical pre-existing account
     with exactly one unit at the beginning of the
     period: . . . . . . . . . . . . . . . . . . . . .                                   $1.461337
     Value of the same account (excluding capital
     changes) at the end of the seven day period . . .                                   $1.462471
Calculation:
     Ending account value. . . . . . . . . . . . . . .                                   $1.462471
     Less beginning account value. . . . . . . . . . .                                 1.461337108
     Net change in account value . . . . . . . . . . .                                   $0.001134
Base period return:
     (adjusted change/beginning account value)
          $0.001134  /            $1.461337                                              $0.000776
Current yield=                    $0.000776 * (365/7)= . . . .                               4.05%
Effective yield=    (1+            0.000776 )[RAISED TO THE POWER OF]365/7 - 1=. . .         4.13%
</TABLE>

<PAGE>

U.S. GOVERNMENT MONEY MARKET FUND - DIRECTOR

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

<TABLE>
<CAPTION>

<S>                                                                                     <C>
Assumption:

     Value of a hypothetical pre-existing account
     with exactly one unit at the beginning of the
     period: . . . . . . . . . . . . . . . . . . . . .                                    $1.407964
     Value of the same account (excluding capital
     changes) at the end of the seven day period . . .                                    $1.408971
Calculation:
     Ending account value. . . . . . . . . . . . . . .                                    $1.408971
     Less beginning account value. . . . . . . . . . .                                  1.407964302
     Net change in account value . . . . . . . . . . .                                    $0.001007
Base period return:
     (adjusted change/beginning account value)
          $0.001007  /            $1.407964. . . . . .                                    $0.000715
Current yield=                    $0.000715 * (365/7)= . . . .                                3.73%
Effective yield=    (1+            0.000715 )[RAISED TO THE POWER OF]365/7 - 1=. . .          3.80%
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

          AVERAGE ANNUAL TOTAL RETURN as of December 31, 1994


DIRECTOR ITT HARTFORD LIFE & ANNUITY                                       PERIODS ENDED

- -----------------------------------------------------------------------------------------------------------------------------------
Sub-Account                                            Inception
                                                          Date       1 YEAR         5 YEAR       10 YR/INCEPT.

- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>           <C>             <C>          <C>
Bond Fund Sub-Account                                  08/31/77      -13.83           2.41                5.10

Stock Fund Sub-Account                                 08/31/77      -11.92           3.33                9.97

Money Market Fund Sub-Account                          07/01/80       -6.33          -0.04                2.35

Advisers Fund Sub-Account                              03/31/83      -12.67           2.82                8.43

Aggressive Growth Fund Sub-Account                     04/02/84       -7.74          10.22               12.75

U.S. Government Money Market Sub-Account               04/30/83       -6.62          -0.44                1.82

Mortgage Securities Fund Sub-Account                   01/15/85      -11.66           1.87                5.25

Index Fund Sub-Account                                 05/01/87       -9.29           3.09                4.84

International Opportunities Fund Sub-Account           07/02/90      -11.96        N/A                   -0.61

Dividend & Growth Fund Sub-Account                     03/08/94      N/A           N/A                   -8.07


<FN>

NOTE:  Average annual total return assumes a hypothetical initial payment of $1,000.  At the end of
       each period, a total surrender is assumed.  Maintenance fees of $30 and contingent deferred
       sales loads of up to 6%, if applicable, are deducted to determine ending redeemable value of
       the original payment.  Then the ending redeemable value is divided by the original investment
       to calculate total return.

</TABLE>

<PAGE>

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

Separate Account One

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


ITT HARTFORD LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF ASSETS & LIABILITIES
DECEMBER 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

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

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

Investments
  Hartford Bond Fund, Inc.
    Shares                         58,279,384
    Cost                         $ 60,154,930
    Market Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     $53,967,875              --

  Hartford Stock Fund, Inc.
    Shares                         86,363,872
    Cost                         $255,759,492
    Market Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          --            $241,944,934

  HVA Money Market Fund, Inc.
    Shares                         45,148,190
    Cost                         $ 45,148,190
    Market Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          --                  --

  Hartford Advisers Fund, Inc.
    Shares                        515,551,037
    Cost                         $875,896,881
    Market Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          --                  --

  Hartford Aggressive Growth Fund, Inc.
    Shares                        106,550,203
    Cost                         $310,343,139
    Market Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          --                  --

  Hartford Mortgage Securities Fund, Inc.
    Shares                         49,340,635
    Cost                         $ 53,204,068
    Market Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          --

  Hartford Index Fund, Inc.
    Shares                         13,827,482
    Cost                         $ 21,110,595
    Market Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          --

  Hartford International Opportunities Fund, Inc.
    Shares                        176,621,294
    Cost                         $207,575,564
    Market Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          --

  Hartford Dividend and Growth Fund, Inc.
    Shares                         22,309,567
    Cost                         $ 22,574,647
    Market Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          --

  Due from ITT Hartford Life and Annuity Insurance Company . . . . . . . .          11,837             310,711
  Receivable from fund shares sold . . . . . . . . . . . . . . . . . . . .          --                  --
                                                                               -----------         -----------

  Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      53,979,712         242,255,645
                                                                               -----------         -----------

Liabilities:
  Due to ITT Hartford Life and Annuity Insurance Company . . . . . . . . .          --                  --
  Payable for fund shares purchased. . . . . . . . . . . . . . . . . . . .          11,767             311,429
                                                                               -----------         -----------
  Total Liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . .          11,767             311,429
                                                                               -----------         -----------
  Net Assets (variable annuity contract liabilities) . . . . . . . . . . .     $53,967,945        $241,944,216
                                                                               -----------         -----------

Deferred annuity contracts in the accumulation period:
Individual Sub-Accounts:
Units Owned by Participants. . . . . . . . . . . . . . . . . . . . . . . .      33,589,708         110,927,739

Unit Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     $  1.606681        $   2.180436

Annuity contracts in the annuity period:
Individual Sub-Accounts:
Units Owned by Participants. . . . . . . . . . . . . . . . . . . . . . . .          --                  33,654

Unit Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          --            $   2.180436

</TABLE>


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

- ------------------------------------ 54 ---------------------------------------

<PAGE>

   
<TABLE>
<CAPTION>

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



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


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


$45,148,190          --                --                 --                 --                    --                   --


     --         $825,129,123           --                 --                 --                    --                   --


     --              --           $304,720,795            --                 --                    --                   --


     --              --                --             $48,569,934            --                    --                   --


     --              --                --                 --             $21,048,055               --                   --


     --              --                --                 --                 --               $207,655,422              --


     --              --                --                 --                 --                    --              $22,177,718

     --              375,037         1,026,362            213,430             38,581               258,806              75,996

    485,795          --                --                 --                 --                    --                   --
- -----------    -------------     -------------       ------------        -----------          ------------         -----------
 45,633,985      825,504,160       305,747,157         48,783,364         21,086,636           207,914,228          22,253,714
- -----------    -------------     -------------       ------------        -----------          ------------         -----------

    486,251          --                --                 --                 --                    --                    --

     --              375,356           950,866            213,438             37,673               258,185              75,636
- -----------    -------------     -------------       ------------        -----------          ------------         -----------
    486,251          375,356           950,866            213,438             37,673               258,185              75,636
- -----------    -------------     -------------       ------------        -----------          ------------         -----------
$45,147,734     $825,128,804      $304,796,291        $48,569,926        $21,048,963          $207,656,043         $22,178,078
- -----------    -------------     -------------       ------------        -----------          ------------         -----------
- -----------    -------------     -------------       ------------        -----------          ------------         -----------

 30,870,858      414,317,737       116,534,837         29,673,872         12,029,945           175,763,181          21,972,960

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


     --              152,399             9,227             --                --                     19,729              --

     --         $   1.990804      $   2.615288             --                --               $   1.181321              --

</TABLE>
    
- ----------------------------------- 55 ----------------------------------------

<PAGE>

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

Separate Account One

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

<TABLE>
<CAPTION>

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

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

<S>                                                                                      <C>                 <C>
Investment income:
  Dividends. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     $ 3,173,012         $ 4,361,534

Expenses:

  Mortality and expense undertakings . . . . . . . . . . . . . . . . . . . . . . . .       (627,479)         (2,430,945)
                                                                                         -----------         -----------

    Net investment income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . .       2,545,533           1,930,589
                                                                                         -----------         -----------
  Capital gains income (loss). . . . . . . . . . . . . . . . . . . . . . . . . . . .         757,945           8,908,976
                                                                                         -----------         -----------

Net realized and unrealized gain (loss) on investments:

  Net realized gain (loss) on security transactions. . . . . . . . . . . . . . . . .          (3,236)            (23,731)

  Net unrealized appreciation (depreciation) of investments during the period. . . .      (5,831,746)        (17,046,792)
                                                                                         -----------         -----------
    Net gain (loss) on investments . . . . . . . . . . . . . . . . . . . . . . . . .      (5,834,982)        (17,070,523)
                                                                                         -----------         -----------
    Net increase (decrease) in net assets resulting from operations. . . . . . . . .     $(2,531,504)       $ (6,230,958)
                                                                                         -----------         -----------
                                                                                         -----------         -----------
<FN>
*From inception, March 8, 1994, to December 31, 1994.
</TABLE>




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

- ----------------------------------- 56 ----------------------------------------




<PAGE>

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
    MONEY                          AGGRESSIVE        MORTGAGE                       INTERNATIONAL       DIVIDEND AND
 MARKET FUND     ADVISERS FUND    GROWTH FUND    SECURITIES FUND    INDEX FUND    OPPORTUNITIES FUND    GROWTH FUND
 SUB-ACCOUNT      SUB-ACCOUNT     SUB-ACCOUNT      SUB-ACCOUNT      SUB-ACCOUNT      SUB-ACCOUNT        SUB-ACCOUNT
- ------------     -------------    -----------    ---------------    -----------   ------------------   ------------
<S>              <C>              <C>            <C>                <C>           <C>                  <C>
 $1,381,006       $ 24,349,026    $   970,671      $ 3,274,279       $ 445,823       $ 2,272,300         $ 280,196
   (427,256)        (8,968,107)    (2,911,366)        (610,340)       (217,268)       (1,978,543)          (87,440)
- -----------       ------------    -----------      -----------       ---------       -----------        ----------
    953,750         15,380,919     (1,940,695)       2,663,939         228,555           293,757           192,756
- -----------       ------------    -----------      -----------       ---------       -----------        ----------
         --         16,501,543     14,446,172          213,039              --                --                --
- -----------       ------------    -----------      -----------       ---------       -----------        ----------

         --             23,627       (149,645)         (34,292)         (7,380)          (12,268)             (265)
         --        (59,864,328)    (9,016,266)      (4,263,500)       (259,651)       (6,002,430)         (396,930)
- -----------       ------------    -----------      -----------       ---------       -----------         ----------
         --        (59,840,701)    (9,165,911)      (4,297,792)       (267,031)       (6,014,698)         (397,195)
- -----------       ------------    -----------      -----------       ---------       -----------         ----------
 $  953,750       $(27,958,239)   $ 3,339,566      $(1,420,814)      $ (38,476)      $(5,720,941)        $(204,439)
- -----------       ------------    -----------      -----------       ---------       -----------         ---------
- -----------       ------------    -----------      -----------       ---------       -----------         ---------

</TABLE>




- ---------------------------------------57--------------------------------------


<PAGE>

- -------------------------------------------------------------------------------
SEPARATE ACCOUNT ONE
- -------------------------------------------------------------------------------
ITT HARTFORD LIFE & ANNUITY 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) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   $  2,545,533        $  1,930,589
  Capital gains income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        757,945           8,908,976
  Net realized gain (loss) on security transactions. . . . . . . . . . . . . . . . . . . . .         (3,236)            (23,731)
  Net unrealized appreciation (depreciation) of investments during the period. . . . . . . .     (5,831,746)        (17,046,792)
                                                                                               ------------        ------------
  Net increase (decrease) in net assets resulting from operations. . . . . . . . . . . . . .     (2,531,504)         (6,230,958)
                                                                                               ------------        ------------

UNIT TRANSACTIONS:
  Purchases. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     21,372,612          89,041,867
  Net transfers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     (2,221,994)         28,767,921
  Surrenders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     (2,964,388)         (5,703,110)
  Net annuity transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             --              73,792
                                                                                               ------------        ------------
  Net increase (decrease) in net assets resulting from unit transactions . . . . . . . . . .     16,186,230         112,180,470
                                                                                               ------------        ------------
  Total increase (decrease) in net assets. . . . . . . . . . . . . . . . . . . . . . . . . .     13,654,726         105,949,512

NET ASSETS:
  Beginning of period. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     40,313,219         135,994,704
                                                                                               ------------        ------------
  End of period. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   $ 53,967,945        $241,944,216
                                                                                               ------------        ------------
                                                                                               ------------        ------------

</TABLE>

- -------------------------------------------------------------------------------
ITT HARTFORD LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETS
FROM INCEPTION (MAY 1, 1993) TO DECEMBER 31, 1993
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                Bond Fund          Stock Fund
                                                                                               Sub-Account         Sub-Account
                                                                                               -----------         ------------
<S>                                                                                            <C>                 <C>
OPERATIONS:
  Net investment income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    $   520,177        $    293,076
  Capital gains income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             --                  --
  Net realized gain (loss) on security transactions. . . . . . . . . . . . . . . . . . . . .            489                (199)
  Net unrealized appreciation (depreciation) of investments during the period. . . . . . . .       (355,308)          3,232,232
                                                                                               ------------        ------------
  Net increase (decrease) in net assets resulting from operations. . . . . . . . . . . . . .        165,358           3,525,109
                                                                                               ------------        ------------

UNIT TRANSACTIONS:
  Purchases. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     22,792,901          56,061,991
  Net transfers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     17,677,880          77,234,934
  Surrenders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       (322,920)           (827,330)
  Net annuity transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             --                  --
                                                                                               ------------        ------------
  Net increase (decrease) in net assets resulting from unit transactions . . . . . . . . . .     40,147,861         132,469,595
                                                                                               ------------        ------------
  Total increase (decrease) in net assets. . . . . . . . . . . . . . . . . . . . . . . . . .     40,313,219         135,994,704

NET ASSETS:
  Beginning of period. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             --                  --
                                                                                               ------------        ------------
  End of period. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   $ 40,313,219        $135,994,704
                                                                                               ------------        ------------
                                                                                               ------------        ------------
  From Inception, March 8, 1994, to December 31, 1994.
</TABLE>

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

- ---------------------------------------58--------------------------------------


<PAGE>

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
    MONEY                          AGGRESSIVE        MORTGAGE                      INTERNATIONAL       DIVIDEND AND
 MARKET FUND     ADVISERS FUND    GROWTH FUND    SECURITIES FUND   INDEX FUND    OPPORTUNITIES FUND    GROWTH FUND
 SUB-ACCOUNT      SUB-ACCOUNT     SUB-ACCOUNT      SUB-ACCOUNT     SUB-ACCOUNT      SUB-ACCOUNT        SUB-ACCOUNT
- ------------     -------------    -----------    ---------------   -----------   ------------------   ------------
<S>              <C>             <C>              <C>              <C>           <C>                  <C>
$   953,750      $  15,380,919   $ (1,940,695)    $  2,663,939     $   228,555      $    293,757       $   192,756

         --         16,501,543     14,446,172          213,039              --                --                --
         --             23,627       (149,645)         (34,292)         (7,380)          (12,268)             (265)
         --        (59,864,328)    (9,016,266)      (4,263,500)       (259,651)       (6,002,430)         (396,930)
- -----------       ------------    -----------      -----------       ---------       -----------        ----------
    953,750        (27,958,239)     3,339,566       (1,420,814)        (38,476)       (5,720,941)         (204,439)
- -----------       ------------    -----------      -----------       ---------       -----------        ----------

 40,174,720        323,714,540    122,054,442       10,417,811       7,532,638       101,186,682        15,598,653
(14,446,701)        47,515,115     33,168,295       (6,272,107)      1,088,140        35,079,810         6,923,603
 (2,731,912)       (26,173,012)    (5,255,587)      (1,961,038)       (680,688)       (3,519,088)         (139,739)
         --            176,273         23,166               --              --            23,455                --
- -----------       ------------    -----------      -----------       ---------       -----------        ----------
 22,996,107        345,232,916    149,990,316        2,184,666       7,940,090       132,770,859        22,382,517
- -----------       ------------    -----------      -----------       ---------       -----------        ----------
 23,949,857        317,274,677    153,329,882          763,852       7,901,614       127,049,918        22,178,078

 21,197,877        507,854,127    151,466,409       47,806,074      13,147,349        80,606,125                --
- -----------       ------------    -----------      -----------       ---------       -----------        ----------
$45,147,734      $ 825,128,804   $304,796,291     $ 48,569,926     $21,048,963      $207,656,043       $22,178,078
- -----------       ------------    -----------      -----------       ---------       -----------        ----------
- -----------       ------------    -----------      -----------       ---------       -----------        ----------

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


<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
    MONEY                          AGGRESSIVE        MORTGAGE                      INTERNATIONAL
 MARKET FUND     ADVISERS FUND    GROWTH FUND    SECURITIES FUND   INDEX FUND    OPPORTUNITIES FUND
 SUB-ACCOUNT      SUB-ACCOUNT     SUB-ACCOUNT      SUB-ACCOUNT     SUB-ACCOUNT      SUB-ACCOUNT
- ------------     -------------    -----------    ---------------   -----------   ------------------
<S>              <C>             <C>              <C>              <C>           <C>
$   115,574       $  2,566,815   $   (309,131)     $   620,461     $    51,784       $   (76,767)
         --                 --             --               --              --                --
         --                 --           (185)             552             635                (1)
         --          9,096,571      3,393,923         (370,634)        197,111         6,082,288
- -----------       ------------    -----------      -----------    -------------       ----------
    115,574         11,663,386      3,084,607          250,379         249,530         6,005,520
- -----------       ------------    -----------      -----------    ------------       -----------

 21,466,933        275,129,778     71,778,505       20,561,046       6,339,790        41,267,793
    814,852        224,917,550     77,616,027       27,527,230       6,640,394        33,691,941
 (1,179,482)        (3,989,625)    (1,012,730)        (532,581)        (82,365)         (359,129)
         --            133,038             --               --              --                --
- -----------       ------------    -----------      -----------    ------------       -----------
 21,082,303        496,190,741    148,381,802       47,555,695      12,897,819        74,600,605
- -----------       ------------    -----------      -----------    ------------       -----------
 21,197,877        507,854,127    151,466,409       47,806,074      13,147,349        80,606,125

         --                 --             --               --              --                --
- -----------       ------------    -----------      -----------    ------------       -----------
$21,197,877       $507,854,127   $151,466,409      $47,806,074    $ 13,147,349       $80,606,125
- -----------       ------------    -----------      -----------    ------------       -----------
- -----------       ------------    -----------      -----------    ------------       -----------
</TABLE>

- ---------------------------------------59--------------------------------------


<PAGE>

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

ITT Hartford Life & Annuity Insurance Company
Notes to Financial Statements
December 31, 1994

1.   ORGANIZATION:

     Separate Account One (the Account) is a separate investment account within
     ITT Hartford Life & Annuity Insurance Company (the Company) and is
     registered with the Securities and Exchange Commission (SEC) as a unit
     investment trust under the Investment Company Act of 1940, as amended.
     Both the Company and the Account are subject to supervision and regulation
     by the Department of Insurance of the State of Connecticut and the SEC.

2.   SIGNIFICANT ACCOUNTING POLICIES:

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

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

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

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

3.   ADMINISTRATION OF THE ACCOUNT AND RELATED CHARGES:

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

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


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

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

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

Hartford, Connecticut
February 10, 1995                                            Arthur Andersen LLP


- ---------------------------------------60---------------------------------------


<PAGE>


                 ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY

                      STATUTORY-BASIS FINANCIAL STATEMENTS

                        AS OF DECEMBER 31, 1994 AND 1993

                                  TOGETHER WITH

                                AUDITORS' REPORT


<PAGE>


                        [ARTHUR ANDERSEN LLP LETTERHEAD]



                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To the Board of Directors of

          ITT Hartford Life and Annuity Insurance Company:

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

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

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

<PAGE>

                                       -2-


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


Hartford, Connecticut
January 30, 1995



<PAGE>



                 ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
                             STATUTORY BALANCE SHEETS
                                     ($000)

<TABLE>
<CAPTION>

                                                                       December 31,
                                                          --------------------------------------
                                                             1994                        1993
                                                          ----------                  ----------
<S>                                                      <C>                         <C>
ASSETS
  Bonds                                                  $   798,501                 $   294,338
  Common Stocks                                                2,275                       1,599
  Policy Loans                                                20,145                       1,859
  Cash & Short-Term Investments                               84,312                      33,232
  Other Invested Assets                                        2,519                         458
                                                          ----------                  ----------
    Total Cash & Invested Assets                             907,752                     331,486
                                                          ----------                  ----------

  Investment Income Due & Accrued                             12,757                       4,426
  Premium Balances Receivable                                    467                          46
  Receivables from Affiliates                                  2,861                       4,320
  Other Assets                                                13,749                      17,254
  Separate Account Assets                                  3,588,077                   2,053,775
                                                          ----------                  ----------
     Total Assets                                        $ 4,525,663               $   2,411,307
                                                          ----------                  ----------
                                                          ----------                  ----------
LIABILITIES
  Aggregate Reserves for Future Benefits                 $   447,284               $      41,195
  Policy & Contract Claims                                     9,902                         740
  Liability for Premium & Other Deposit Funds                479,202                     284,159
  Asset Valuation Reserve                                      2,422                       1,066
  Payable to Affiliates                                        7,840                      13,618
  Other Liabilities                                         (100,349)                    (71,939)
  Separate Account Liabilities                             3,588,077                   2,053,775
                                                          ----------                  ----------
     Total Liabilities                                     4,434,378                   2,322,614
                                                          ----------                  ----------
                                                          ----------                  ----------
CAPITAL AND SURPLUS
  Common Stock                                                 2,500                       2,500
  Gross Paid-In & Contributed Surplus                        114,109                     114,109
  Unassigned Funds                                           (25,324)                    (27,916)
                                                          ----------                  ----------
    Total Capital and Surplus                                 91,285                      88,693
                                                          ----------                  ----------

TOTAL LIABILITIES AND CAPITAL AND SURPLUS                $ 4,525,663               $   2,411,307
                                                          ----------                  ----------
                                                          ----------                  ----------
</TABLE>

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

<PAGE>

                 ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
                         STATUTORY STATEMENTS OF INCOME
                                   ($000)

<TABLE>
<CAPTION>

                                                                 Years Ended December 31,
                                                          --------------------------------------
                                                              1994         1993          1992
                                                          ----------    ----------    ----------
<S>                                                      <C>           <C>           <C>
REVENUES
  Premiums & Annuity Considerations                      $   442,173   $    14,281   $     9,974
  Annuity & Other Fund Deposits                              608,685     1,986,140         1,292
  Net Investment Income                                       29,012         7,970         5,666
  Commissions & Expense Allowances on Reinsurance Ceded      154,527        60,700        50,209
  Reserve Adjustment on Reinsurance Ceded                  1,266,926             0             0
  Other Revenues                                              41,857       369,598          (231)
                                                          ----------    ----------    ----------
    Total Revenues                                         2,543,180     2,438,689        66,910
                                                          ----------    ----------    ----------

BENEFITS AND EXPENSES
  Death and Annuity Benefits                                   7,948         3,192         2,822
  Surrenders and Other Benefit Payments                      181,749         4,955         1,836
  Commissions and Other Expenses                             186,303       132,169        57,360
  Increase in Reserves for Future Benefits                   416,748         5,120         3,765
  Increase in Liability for Premium
      and Other Deposit Funds                                182,934       281,024           887
  Net transfers to Separate Accounts                       1,541,419     2,013,183             0
                                                          ----------    ----------    ----------
    Total Benefits and Expenses                            2,517,101     2,439,643        66,670
                                                          ----------    ----------    ----------

NET GAIN (LOSS) FROM OPERATIONS
  BEFORE FEDERAL INCOME TAXES                                 26,079          (954)          240

  Federal Income Taxes                                        24,038        11,270         1,561
                                                          ----------    ----------    ----------
NET GAIN (LOSS) FROM OPERATIONS                                2,041       (12,224)       (1,321)

  Net Realized Capital Gains                                      (2)          877           120
                                                          ----------    ----------    ----------

NET INCOME (LOSS)                                        $     2,039   $   (11,347)  $    (1,201)
                                                          ----------    ----------    ----------
                                                          ----------    ----------    ----------
</TABLE>


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

<PAGE>

                ITT  HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
              STATUTORY STATEMENTS OF CHANGES IN CAPITAL AND SURPLUS
                                    ($000)

<TABLE>
<CAPTION>

                                                                  Years Ended December 31,
                                                           -------------------------------------

                                                              1994         1993           1992
                                                           ---------     ---------     ---------
<S>                                                      <C>            <C>           <C>
CAPITAL & SURPLUS - BEGINNING OF YEAR                    $    88,693    $   30,027    $   41,227
                                                           ---------     ---------     ---------

  Net Income (Loss)                                            2,039       (11,347)       (1,201)
  Net Unrealized Gains (Losses) on Investments                  (133)       (1,198)          527
  Change in Asset Valuation Reserve                           (1,356)          135          (655)
  Change in Non-Admitted Assets                               (8,599)        1,076        (7,671)
  Change in Reserve (valuation basis)                         10,659             0             0
  Aggregate write-ins for surplus                                (18)            0             0
  Dividends to Stockholder                                         0             0        (2,200)
  Paid In Capital                                                  0        70,000             0

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

    Change in Capital and Surplus                              2,592        58,666       (11,200)

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

CAPITAL & SURPLUS - END OF YEAR                          $    91,285 $      88,693 $      30,027
                                                           ---------     ---------     ---------
                                                           ---------     ---------     ---------
</TABLE>



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

<PAGE>


                 ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
                      STATUTORY STATEMENTS OF CASH FLOW
                                   ($000)
<TABLE>
<CAPTION>

                                                                Years Ended December 31,
                                                         ---------------------------------------
                                                              1994         1993          1992
                                                           ---------    ----------    ----------
<S>                                                      <C>           <C>           <C>
OPERATIONS
  Premiums, Annuity Considerations & Fund Deposits       $ 1,050,493   $ 2,000,492   $    11,262
  Investment Income                                           24,519         5,594         5,578
  Other Income                                             1,515,700       434,851        53,635
                                                           ---------    ----------    ----------
    Total Income                                           2,590,712     2,440,937        70,475
                                                           ---------    ----------    ----------
  Benefits Paid                                              181,205         8,215         4,789
  Federal Income Taxes Paid on Operations                     20,634         9,666            44
  Other Expenses                                           1,832,905     2,231,477        57,383
                                                           ---------    ----------    ----------
    Total Benefits & Expenses                              2,034,744     2,249,358        62,216
                                                           ---------    ----------    ----------
    NET CASH FROM OPERATIONS                                 555,968       191,579         8,259
                                                           ---------    ----------    ----------

PROCEEDS FROM INVESTMENTS

  Bonds                                                       87,747        88,334        71,668
  Common Stocks                                                    0             0           102
  Other                                                           40        23,638            88
                                                           ---------    ----------    ----------
    NET INVESTMENT PROCEEDS                                   87,787       111,972        71,858
                                                           ---------    ----------    ----------

Tax on Capital Gains                                             (96)          376          (119)
Paid In Surplus                                                    0        70,000             0
Other Cash Provided                                           30,554             0         6,028
                                                           ---------    ----------    ----------
         TOTAL PROCEEDS                                      674,405       373,175        86,264
                                                           ---------    ----------    ----------

COST OF INVESTMENTS ACQUIRED

  Bonds                                                      595,181       314,933        80,174
  Common Stocks                                                  808           567           625
  Miscellaneous Applications                                   2,523             0             0
                                                           ---------    ----------    ----------
    TOTAL INVESTMENTS ACQUIRED                               598,512       315,500        80,799
                                                           ---------    ----------    ----------

OTHER CASH APPLIED
  Dividends Paid to Stockholder                                    0             0         2,200
  Other                                                       24,813        24,626        13,725
                                                           ---------    ----------    ----------
    TOTAL OTHER CASH APPLIED                                  24,813        24,626        15,925
                                                           ---------    ----------    ----------
         TOTAL APPLICATIONS                                  623,325       340,126        96,724
                                                           ---------    ----------    ----------
NET CHANGE IN CASH & SHORT-TERM INVESTMENTS                   51,080        33,049       (10,460)

CASH & SHORT-TERM INVESTMENTS, BEGINNING OF YEAR              33,232           183        10,643
                                                           ---------    ----------    ----------
CASH & SHORT-TERM INVESTMENTS, END OF YEAR               $    84,312   $    33,232   $       183
                                                           ---------    ----------    ----------
                                                           ---------    ----------    ----------
</TABLE>


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


<PAGE>


                 ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1994
                 (AMOUNTS IN THOUSANDS UNLESS OTHERWISE STATED)

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

     ORGANIZATION

     ITT Hartford Life and Annuity Insurance Company (ILA or the Company),
     formerly known as ITT Life Insurance Corporation, is a wholly owned
     subsidiary of Hartford Life Insurance Company (HLIC), which is        an
     indirect subsidiary of the ITT Hartford Insurance Group, Inc. (ITT
     Hartford), a wholly owned subsidiary of ITT Corporation (ITT).

     ILA offers a complete line of ordinary and universal life insurance,
     individual annuities and certain supplemental accident and health benefit
     coverages.

     BASIS OF PRESENTATION

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

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

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

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

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

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

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

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

<PAGE>

                                       -2-


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

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

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

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

   
<TABLE>
<CAPTION>

                                         1994           1993           1992
                                       --------       --------       --------
<S>                                <C>             <C>            <C>
GAAP Net Income:                   $     23,295    $     6,071    $     7,034

Deferred acquisition costs             (117,863)      (147,700)       (17,434)
Benefit reserve adjustment               30,912         14,059         (1,833)
Deferred taxes                           (9,267)        (7,123)           769
Separate accounts                        75,941        110,547              0
Coinsurance                               3,472         11,578          8,005
Other, net                               (4,451)         1,221          2,258
                                      ---------      ---------      ---------
Statutory Net Income (Loss)        $      2,039    $   (11,347)   $    (1,201)
                                      ---------      ---------      ---------
                                      ---------      ---------      ---------

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

GAAP Capital and Surplus           $    199,785    $   198,408    $   122,504

Deferred acquisition costs             (422,201)      (304,338)      (156,638)
Benefit reserve adjustment               85,191         43,621         29,562
Deferred taxes                           13,257         13,706         20,829
Separate accounts                        18,488        110,547              0
Asset valuation reserve                  (2,422)        (1,066)        (1,201)
Coinsurance                                   0         22,642          9,442
Unrealized (Gain) Loss on Bonds          21,918              0              0
Other, net                                9,269          5,173          5,529
                                       --------       --------       --------
Statutory Capital and Surplus      $     91,285    $    88,693    $    30,027
                                       --------       --------       --------
                                       --------       --------       --------
</TABLE>
    
<PAGE>

                                       -3-

    AGGREGATE RESERVES AND LIABILITIES FOR PREMIUM AND OTHER DEPOSIT FUNDS:

    Aggregate reserves for payment of future life, health and annuity benefits
    were computed in accordance with presently accepted actuarial standards.
    Reserves for life insurance policies are generally based on the 1958 and
    1980 Commissioner's Standard Ordinary Mortality Tables at various rates
    ranging from 2.5% to 5.5%.  Accumulation and on-benefit annuity reserves are
    based principally on Individual Annuity tables at various rates ranging from
    2.5% to 8.75% and using the Commissioner's Annuity Reserve Valuation Method
    (CARVM).  Accident and health reserves are established using a two year
    preliminary term method and morbidity tables based on company experience.

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


    During 1994, the Company changed the valuation method on life policies and
    contracts resulting in a $10.9 million increase in surplus.  The new
    valuation method is in accordance with presently accepted actuarial
    standards.

    INVESTMENTS:

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

    Changes in unrealized capital gains and losses on common stock are reported
    as additions to or reductions of surplus.  The Asset Valuation Reserve,
    which replaced the Mandatory Securities Valuation Reserve used in 1991, is
    designed to provide a standardized reserve process for realized and
    unrealized losses due to the default and equity risks associated with
    invested assets.  The reserve increased by $1,356 in 1994, decreased by $135
    in 1993 and increased by $655 in 1992.  Additionally, the Interest
    Maintenance Reserve (IMR) captures net realized capital gains and losses,
    net of applicable income taxes, resulting from changes in interest rates and
    amortizes these gains or losses into income over the remaining life of the
    mortgage loan or bond sold.  Realized capital gains and losses not included
    in IMR are reported in the Statement of Income net of taxes.  Realized
    investment gains and losses are determined on a specific identification
    basis.   The amount of net capital losses reclassified from the IMR was $67
    and $264 in 1994 and 1993, respectively and the amount of the net capital
    gains transferred to the IMR was $348 in 1992.  The amount of income
    amortized was $114  in 1994, $178 in 1993 and $114   in 1992.

    OTHER LIABILITIES:

    The amount reflected in other liabilities includes a receivable from the
    separate accounts of $186.5 million and $98.2 million in 1994 and 1993,
    respectively.  The balances are classified in accordance with NAIC
    accounting practices.

2.  INVESTMENTS

    (a) COMPONENTS OF NET INVESTMENT INCOME:

<TABLE>
<CAPTION>

                                                            1994           1993           1992
                                                         --------       --------       --------
    <S>                                               <C>            <C>           <C>
    Interest income from fixed maturity securities     $     29,493   $     7,975   $     5,985
    Interest income from policy loans                           454           124           115
    Interest and dividends from other investments               (89)           47            31
                                                          ---------     ---------     ---------
    Gross investment income                                  29,858         8,146         6,131
    Less: investment expenses                                   846           176           465
                                                          ---------     ---------     ---------
    Net investment income                              $     29,012   $     7,970   $     5,666
                                                          ---------     ---------     ---------
                                                          ---------     ---------     ---------
</TABLE>


<PAGE>

                                       -4-


     (b) UNREALIZED GAINS (LOSSES) ON  STOCK:

<TABLE>
<CAPTION>


                                                          1994        1993         1992
                                                        --------    --------     --------
     <S>                                             <C>          <C>           <C>
     Gross unrealized gains                          $       75   $      148    $       93
     Gross unrealized losses                                (60)           0             0
                                                       --------     --------      --------
     Net unrealized gains                                    15          148            93
     Balance at beginning of year                           148           93           111
                                                       --------     --------      --------
     Change in net unrealized gains on common stock  $     (133)  $       55    $      (18)
                                                       --------     --------      --------
                                                       --------     --------      --------
</TABLE>

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

<TABLE>
<CAPTION>

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


     Gross unrealized gains                            $     986    $   5,916    $   2,430
     Gross unrealized losses                             (34,718)        (684)        (143)
                                                         -------      -------      -------
     Net unrealized (losses) gains after tax             (33,732)       5,232        2,287
     Balance at beginning of year                          5,232        2,287        2,760
                                                         -------      -------      -------
     Change in net unrealized (losses) gains on
     bonds and short-term investments                  $ (38,964)    $  2,945    $    (473)
                                                         -------      -------      -------
                                                         -------      -------      -------
</TABLE>

<TABLE>
<CAPTION>


     (d) COMPONENTS OF NET REALIZED GAINS:

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

     Bonds                                             $    (101)  $    (316)    $    665
     Stocks                                                    0           0            4
     Real estate and other                                    34       1,316           88
                                                         -------     -------      -------
     Realized (losses) gains                                 (67)      1,000          757
     Capital gains taxes                                       2         386          289
                                                         -------     -------      -------
     Net realized gains                                      (69)        614          468
     Less: IMR Capital Gains (Losses)                        (67)       (263)         348
                                                         -------     -------      -------
     Capital Gains Net of IMR                          $      (2)  $     877     $    120
                                                         -------     -------      -------
                                                         -------     -------      -------
</TABLE>


<PAGE>

                                       -5-


     (e) OFF-BALANCE SHEET INVESTMENTS
     The Company had no significant financial instruments with off-balance sheet
     risk as of December 31, 1994, 1993 and 1992.

     (f) CONCENTRATION OF CREDIT RISK:
     Excluding U.S. government and government agency investments, the Company is
     not exposed to any significant concentration of credit risk.

     (g) BONDS, SHORT-TERM  AND UNAFFILIATED STOCK INVESTMENTS:

<TABLE>
<CAPTION>
                                                                             1994
                                                        ------------------------------------------------
                                                                        Gross      Gross
                                                          Amortized  Unrealized  Unrealized     Fair
                                                            Cost        Gains      Losses       Value
                                                        -----------  ----------  ----------   ----------
     U.S. government and government agencies and
     authorities:
     <S>                                                <C>          <C>          <C>           <C>
     - guaranteed and sponsored                          $175,925          $0     $(12,059)     $163,866
     - guaranteed and sponsored - asset backed            142,318         382       (4,911)      137,789
     States, municipalities and political subdivisions     10,409           0         (603)        9,806
     International governments                              2,248           0          (69)        2,179
     Public utilities                                      29,509          31       (1,271)       28,269
     All other corporate                                  257,301         246       (9,452)      248,095
     All other corporate - asset backed                   112,390         327       (4,066)      108,651
     Short-term investments                                56,365           0            0        56,365
     Certificates of deposit                               68,401           0       (2,287)       66,114
                                                        ---------    --------    ---------    ----------
     Total                                               $854,866        $986     $(34,718)     $821,134
                                                        ---------    --------    ---------    ----------
                                                        ---------    --------    ---------    ----------

<CAPTION>

                                                                             1994
                                                        ------------------------------------------------
                                                                        Gross      Gross
                                                          Amortized  Unrealized  Unrealized     Fair
                                                            Cost        Gains      Losses       Value
                                                        -----------  ----------  ----------   ----------
     <S>                                                <C>          <C>         <C>          <C>

     Common Stock                                          $2,260         $75         $(60)       $2,275
                                                        ---------    --------    ---------    ----------
                                                        ---------    --------    ---------    ----------
</TABLE>

<PAGE>
                                       -6-


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

<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                                      $88,485       $157        $(290)     $88,352
     - guaranteed and sponsored - asset backed                       103,264      4,019         (346)     106,937
     States, municipalities and political subdivisions                   410          0            0          410
     International governments                                             0          0            0            0
     Public utilities                                                  7,545        201            0        7,746
     All other corporate                                              76,397      1,504          (16)      77,885
     All other corporate - asset backed                               15,237         35          (20)      15,252
     Short-term investments                                            8,176          0            0        8,176
     Certificates of deposit                                           3,000          0          (12)       2,988
                                                                   ---------   --------    ---------    ---------
     Total                                                          $302,514     $5,916        $(684)    $307,746
                                                                   ---------   --------    ---------    ---------
                                                                   ---------   --------    ---------    ---------
<CAPTION>

                                                                                     1993
                                                                 ------------------------------------------------
                                                                                Gross      Gross
                                                                             Unrealized  Unrealized     Fair
                                                                    Cost        Gains      Losses       Value
                                                                 -----------  ----------  ----------   ----------
     <S>                                                         <C>          <C>         <C>          <C>

     Common Stock                                                     $1,452       $148           $0       $1,600
                                                                   ---------   --------    ---------    ---------
                                                                   ---------   --------    ---------    ---------
</TABLE>

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

<TABLE>
<CAPTION>

                                                                       Estimated
                                                        Amortized        Fair
     Maturity                                             Cost          Value
     --------                                           ---------      ---------
     <S>                                                <C>            <C>
     Due in one year or less                             $130,299       $128,300
     Due after one year through five years                606,859        579,771
     Due after five years through ten years               110,444        104,107
     Due after ten years                                    7,264          8,957
                                                        ---------      ---------
     Total                                               $854,866       $821,135
                                                        ---------      ---------
                                                        ---------      ---------
</TABLE>


<PAGE>

                                       -7-


     Proceeds from sales of investments in bonds and short-term investments
     during 1994, 1993 and 1992  were $117,912, $333,023 and $219,356 resulting
     in gross realized gains of $518, $937 and $968 and gross realized losses of
     $624, $1,255 and $269 before transfers to IMR.  The Company has no realized
     gains for common stock.

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

     BALANCE SHEET ITEMS: (IN MILLIONS)


<TABLE>
<CAPTION>

                                                        1994                 1993
                                                 -----------------   -------------------
                                                 Carrying   Fair     Carrying    Fair
                                                  Amount    Value     Amount     Value
                                                 --------  -------   --------   --------
     <S>                                         <C>       <C>       <C>        <C>
     ASSETS
          Policy loans                               $20       $20         $2         $2
     LIABILITIES
          Liabilities on investment contracts       $534      $526       $289       $287
</TABLE>

     The carrying amounts for policy loans approximates fair value.  The
     liabilities are determined by forecasting future cash flows discounted at
     current market rates.

3.   RELATED PARTY TRANSACTIONS:

     Transactions between the Company and its affiliates within ITT Hartford
     relate principally to tax settlements, reinsurance, service fees, capital
     contributions and payments of dividends.

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

4.   FEDERAL INCOME TAXES:

     The Company is included in the consolidated Federal income tax return of
     ITT Hartford which is ultimately included in the income tax return of ITT.
     Allocation of taxes is based primarily upon separate company tax return
     calculations with current credit for net losses used in consolidation
     except that increases resulting from consolidation are allocated in
     proportion to separate return amounts.  Intercompany Federal income tax
     balances are generally settled quarterly with Hartford Fire. Federal income
     taxes paid by the Company were $20,538, $10,042 and $(75) in 1994, 1993 and
     1992, respectively.

5.   CAPITAL AND SURPLUS AND SHAREHOLDER DIVIDEND RESTRICTIONS:

     The maximum amount of dividends which can be paid, without prior approval,
     by State of Wisconsin insurance companies to shareholders is subject to
     restrictions relating to statutory surplus.  Dividends are paid as
     determined by the Board of Directors and are not cumulative.  Dividends of
     $2,200 were paid by ILA to its parent, HLIC, in 1992.  There were dividends
     paid by ILA to its parent, HLIC, in 1994 and 1993.

6.   PENSION PLANS AND OTHER POST-RETIREMENT AND POST-EMPLOYMENT BENEFITS:

     The Company's employees are included in ITT's non-contributory defined
     benefit pension plans. These plans provide pension benefits that are based
     on years of service and the employee's compensation during the last ten
     years of employment.  The Company's funding policy is to contribute
     annually an amount between the minimum funding requirements set forth in
     the Employee Retirement Income Security Act of 1974 and the maximum amount
     that can be deducted for Federal income tax purposes.  Generally, pension
     costs are funded through the purchase of HLIC's group pension contracts.
     Pension expense was $1,211, $765 and $734 in 1994, 1993 and 1992,
     respectively.  Liabilities for the plan are held by ITT.

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

<PAGE>

                                       -8-



6.   PENSION PLANS AND OTHER POST RETIREMENT BENEFITS: (CONTINUED)

     The Company's employees are included in Hartford Fire's contributory
     defined health care and life insurance benefit plans.  These plans provide
     health care and life insurance benefits for retired employees.
     Substantially all employees may become eligible for those benefits if they
     reach normal or early retirement age while still working for the Company.
     The Company has prefunded a portion of the health care and life insurance
     obligations through trust funds where such prefunding can be accomplished
     on a tax effective basis.  Post-retirement health care and life insurance
     benefits expense (not including provisions for accrual of post-retirement
     benefit obligations), allocated by Hartford Fire, was $54, $34 and $113 for
     1994, 1993 and 1992, respectively.

     The assumed rate of future increases in the per capita cost of health care
     (the health care trend rate) was 11% for 1994, decreasing ratably to 6% in
     the year 2001.  Increasing the health care trend rates by one percent per
     year would have an immaterial impact on the accumulated post-retirement
     benefit obligation and the annual expense.

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

7.   REINSURANCE

     In December 1994 the Company ceded, on a modified coinsurance basis, 80% of
     the variable annuity business written in 1994 to ITT Lyndon Life Insurance
     Company, an affiliate.  The ceded business includes both general and
     separate account liabilities.  As a result of the agreement ILA transferred
     approximately $1,352 million in assets and liabilities to ITT Lyndon Life
     Insurance Company.  The financial impact of the cession was an increase of
     approximately $15 million to net income and surplus.

     In November 1994 the Company ceded, on a modified coinsurance basis,  30%
     of the separate account variable annuity business distributed by Paine
     Webber to Paine Webber Life Insurance Company (PWLIC).  As a result of the
     agreement ILA transferred approximately $24 million in assets and
     liabilities to PWLIC.  The financial impact of the cession was an increase
     of approximately $765 thousand to net income and surplus.

     In October 1994, the agreement, effective December 1990, which required
     ILA to coinsure 90% of all existing and new business, excluding variable
     annuity business. written by the Company to HLIC, was terminated.  As a
     result of the termination, ILA received approximately $430 million in
     assets and liabilities from HLIC.  The income statement impact of the
     transaction was a decrease of approximately $15 million to net income and
     surplus.

     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 impact
     on consolidated net income was not significant.

8.   COMMITMENTS AND CONTINGENCIES:

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

9.   SUBSEQUENT EVENTS:

     None.


<PAGE>

                                     PART C

                                OTHER INFORMATION

Item 24.  Financial Statements and Exhibits

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

   
     (b)  (1)  A copy of the resolution authorizing the Separate Account is
               filed herein.

          (2)  Not applicable.  ITT Hartford maintains custody of all assets.

          (3)  Principal Underwriter Agreement between ITT Hartford Insurance
               Corporation and Hartford Equity Sales Company, Inc. is filed
               herein.

               Form of DEALER AGREEMENT is filed herein.

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

         (5)  The Form of Application is incorporated herein.

         (6)  (a)  Certificate of Incorporation of ITT Hartford Insurance
                   Corporation is filed with this Registration Statement.

              (b)  Bylaws of ITT Hartford Insurance Corporation is filed
                   herein.

    

         (7)  Not applicable.

         (8)  Not applicable.

         (9)  Not applicable.

         (10) Not applicable.

<PAGE>

                                       -2-


At December 31, 1994, certain Hartford Life Insurance Company group pension
contracts held direct interest in shares as follows:

<TABLE>
<CAPTION>

                                                                  Percent of
                                                  Shares          Total Shares
                                                  ------          ------------

<S>                                              <C>                <C>
  Hartford Advisers Fund, Inc.                   10,709,364         0.56%
  Hartford Aggressive Growth Fund, Inc.           5,313,800         1.31%
  Hartford Index Fund, Inc.                       9,462,900         9.14%
  Hartford International Opportunities Fund, Inc. 5,547,408         1.16%
  Hartford Mortgage Securities Fund, Inc.        16,249,689         5.26%
  Hartford Stock Fund, Inc.                          65,899         0.02%


</TABLE>

Item 25. Directors and Officers of the Depositor

         Joan M. Andrew                           Vice President

         Paul J. Boldischar, Jr.                  Senior Vice President

         Francis I. Condon, Jr.                   Vice President

         Peter W. Cummins                         Vice President

         Ann M. deRaismes                         Vice President

         James R. Dooley                          Vice President

         Bruce D. Gardner                         General Counsel & Secretary

         Joseph H. Gareau                         Executive Vice President &
                                                  Chief Investment Officer

         Donald J. Gillette                       Vice President

         Lynda Godkin                             Assistant General Counsel &
                                                  Secretary

         Lois W. Grady                            Vice President


<PAGE>

                                       -3-

         David A. Hall                            Senior Vice President &
                                                  Actuary

         Joseph Kanarek                           Vice President

         LaVern L. Kohlhof                        Vice President & Secretary

         Thomas M. Marra                          Senior Vice President &
                                                  Actuary

         James G. Masica                          Vice President & Chief Actuary

         Steven L. Matthiesen                     Vice President

         David T. Schrandt                        Vice President, Treasurer &
                                                  Controller

         Lowndes A. Smith                         President & Chief Executive
                                                  Officer

         Lizabeth H. Zlatkus                      Vice President

         Donald J. Znamierowski                   Vice President

Unless otherwise indicated, the principal business address of each the above
individuals is P.O. Box 2999, Hartford, CT  01604-2999.

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

          Exhibit 26 is filed herein with this Registration Statement.
               (To be filed by amendment).

Item 27.  Number of Contract Owners

          As of December 31, 1994 there were ____ Contract Owners.

Item 28.  Indemnification - The directors and officers of ITT Hartford and HESCO
          are covered under a directors and officers liability insurance policy
          issued to ITT Corporation and its subsidiaries.  Such policy will
          reimburse the Registrant for any payments that it shall make to
          directors and officers pursuant to law and will, subject to certain
          exclusions contained in the policy, further pay any other costs,
          charges and expenses and settlements and judgments arising from any
          proceeding involving any director or officer of the Registrant in his
          past or present capacity as such, and for which he may be liable,
          except as to any liabilities arising from acts that are deemed to be
          uninsurable.

<PAGE>

                                       -4-

     The Registrant hereby undertakes that insofar as indemnification for
     liabilities 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 proceeding)
     is asserted by such director, officer or controlling person in connection
     with the securities being registered, the Registrant will, unless in the
     opinion of its counsel the matter has been settled by controlling whether
     such indemnification by it is against public policy as expressed in the Act
     and will be governed by the final adjudication of such issue.

Item 29.  Principal Underwriters

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

               Hartford Life Insurance Company - DC Variable Account I

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

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

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

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

               Hartford Life Insurance Company - Separate Account One

               Hartford Life Insurance Company - Separate Account Two (Director)

               Hartford Life Insurance Company - Putnam Capital Manager Trust
               Separate Account

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

               Hartford Life and Accident Insurance Company - Separate Account
               One

               ITT Hartford Life and Annuity Insurance Company - Separate
               Account One

<PAGE>

                                       -5-

               Hartford Life Insurance Company - Separate Account Three

               ITT Hartford Life and Annuity Insurance Company - Separate
               Account Three

               Hartford Life Insurance Company - Separate Account Five

               ITT Hartford Life and Annuity Insurance Company - Separate
               Account Five

               ITT Hartford Life and Annuity Insurance Company - Separate
               Account Six

               Hartford Life Insurance Company - Separate Account VL I

          (b)  Directors and Officers of HESCO

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

               Donald E. Waggaman, Jr.            Treasurer

               Bruce D. Gardner                   Secretary

               George R. Jay                      Controller

               Lowndes A. Smith                   President

Item 30.  Location of Accounts and Records

          Accounts and records are maintained by:

          ITT Hartford Life and Annuity Insurance Company
          P.O. Box 5085
          Hartford, Connecticut  06102-5085

Item 31.  Management Services

          None

Item 32.  Undertakings

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

<PAGE>

                                       -6-

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

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

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


<PAGE>

                                   SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant certifies that it meets all the requirements for
effectiveness of this Registration Statement pursuant to Rule 485(b) under the
Securities Act of 1933 and duly caused this Registration Statement to be signed
on its behalf, in the City of Hartford, and State of Connecticut on this 27th
day of April, 1995

ITT HARTFORD LIFE AND ANNUITY
INSURANCE COMPANY
SEPARATE ACCOUNT ONE
   (Registrant)

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

ITT HARTFORD LIFE AND ANNUITY
INSURANCE COMPANY
   (Depositor)

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

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

Bruce D. Gardner, General Counsel
 Corporate Secretary, Director *

Joseph H. Gareau, Executive Vice
 President and Chief Investment
 Officer, Director *

Joseph Kanarek, Vice President                  *By /s/ Rodney K. Vessels
   Director *                                       ------------------------
                                                        Rodney K. Vessels
                                                        Attorney -in-Fact
Thomas M. Marra, Senior Vice
  President, Director *
                                                    Dated: April 27, 1995
                                                    ------------------------
Lowndes A. Smith, President,
  Chief Operating Officer,
  Director *

Lizabeth H. Zlatkus, Vice President
  Director *

Donald J. Znamierowski, Vice President
  Comptroller, Director *





<PAGE>

                         ITT LIFE INSURANCE CORPORATION

                              CONSENT OF DIRECTORS


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

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

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


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

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

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

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


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

/s/                                             /s/ John P. Ginnetti
- ---------------------------                     -------------------------------
    James T. French                                 John P. Ginnetti


/s/ Lowndes A. Smith                            /s/
- ---------------------------                     -------------------------------
    Lowndes A. Smith                                William E. Sweeney

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

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

Dated:   May 20, 1991

<PAGE>

                    HARTFORD EQUITY SALES COMPANY, INC.

                           CONSENT OF DIRECTORS

We, the undersigned, being all of the Directors of Hartford Equity Sales
Company, Inc. hereby consent to the following resolution, such action to have
the same force and effect as if taken at a meeting duly called and held for
such purpose:


OFFICER ELECTIONS

RESOLVED, that the following named persons be and they hereby are, each elected
to the office of the corporation set forth opposite his or her respective name
to serve at the pleasure of the Board or until the next annual meeting or until
their successors are elected:

             Lowndes A. Smith                   President
             John P. Ginnetti                   Senior Vice President
             David J. McDonald                  Senior Vice President
             Joseph Kanarek                     Vice President
             Charles A. Clinton                 Vice President
             Donald J. Znamierowski             Vice President
             Richard P. Andersen                Secretary
             John W. Balboni                    Secretary
             Peter W. Cummins                   Secretary
             Bruce D. Gardner                   Secretary
             Anthony S. Giuliano                Secretary
             Douglas E. Metz                    Secretary
             Michael S. Wilder                  Secretary
             Donald I. Reed                     Assistant Secretary
             Joseph W. Tedesco                  Assistant Secretary
             George R. Jay                      Controller
             Donald E. Waggaman, Jr.            Treasurer
             Thomas M. Marra                    Vice President



             /s/ John P. Ginnetti               /s/ David J. McDonald
        --------------------------------    -------------------------------
                 John P. Ginnetti                   David J. McDonald


            /s/ Lowndes A. Smith               /s/ Michael S. Wilder
        --------------------------------    -------------------------------
                Lowndes A. Smith                   Michael S. Wilder


                              /s/ Howard A. York
                         -------------------------------
                                  Howard A. York

Dated: 3/31/92



<PAGE>
                                                                 Exhibit (b)(3)


                         PRINCIPAL UNDERWRITER AGREEMENT


THIS AGREEMENT, dated as of the     day of       , 1992, made by and between
ITT LIFE INSURANCE CORPORATION ("ITT" 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 ITT Life has made provision for the
     establishment of a separate account within ITT Life 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 ITT Life Insurance Corporation
     Separate Account Two (referred to as the "Unit Trust"); and

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

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

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

                                       I.

                                 HESCO'S DUTIES

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



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

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

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

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

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

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

                                       II.

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

2.   The Unit Trust agrees to advise HESCO immediately:

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

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



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

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

     HLIC will furnish to HESCO such information with respect to the Unit
     Trust and the Contracts in such form and signed by such of its officers and
     directors as HESCO may reasonably request and will warrant that the
     statements therein contained when so signed will be true and correct.
     ITT Life 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 ITT Life and HESCO.

                                       IV.

                           RESIGNATION AND REMOVAL OF
                              PRINCIPAL UNDERWRITER

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

                                       V.

                                  MISCELLANEOUS

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

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



     a.   If to ITT Life - ITT Life Insurance Corporation, 505 Highway 169
          North, Minneapolis, Minnesota 55441

     b.   If to HESCO - Hartford Equity Sales Company, Inc., Hartford Plaza,
          Hartford, Connecticut 06115 or to such other address as HESCO or the
          Sponsor shall designate by written notice to the other.

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

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

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

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

7.   a.   This Agreement shall become effective on       , 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 ITT Life.

     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 ITT Life 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 ITT Life, but such termination will not be effective until ITT Life
          shall have contracted with one or more persons to act as principal
          underwriter of the Contacts. HESCO hereby agrees that it will continue
          to act as principal underwriter until its successor or successors
          assume such undertaking.
<PAGE>

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

(SEAL)                                 ITT LIFE INSURANCE CORPORATION

Attest:


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




(SEAL)                                  HARTFORD EQUITY SALES COMPANY, INC.

Attest:


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


<PAGE>

                                                                   Exhibit 3(b)


                                 SALES AGREEMENT                          [Logo]

1.0   APPOINTMENT

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

2.0  AUTHORITY

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

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

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

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

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

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

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


                                       -1-

<PAGE>

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

     SEC REGISTERED CONTRACTS

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

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

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

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

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

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

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

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


                                       -2-

<PAGE>

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

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

     COMPENSATION

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

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

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

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

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

         4.2.1  No compensation will be earned or paid on premiums (other than
                premiums on health insurance contracts) waived by Company
                pursuant to any "waiver of premium" provision.

         4.2.2  Should Company for any reason return any premium on a policy
                issued hereunder, Agent agrees to repay Company the total amount
                of any compensation which may have been paid thereon within
                thirty (30) business days of notice of such refund.

    4.3  Any compensation otherwise payable to Agent in accordance with this
         Section 4.0 shall be reduced by the amount, if any, of such
         compensation paid directly, at the direction of Agent, by Company to
         any person and appointed by Company and Agent or, in connection with
         group policies, the amounts paid by Company to a resident licensed
         agent in a state which requires the countersignature by, or the
         effectuating of the insurance through, a resident licensed agent.

    4.4  In the event of termination of this Agreement for one or more of the
         reasons specified in Subparagraphs 7.2.2 or 7.2.3 below, no further
         commissions or other compensation shall thereafter be payable.

    4.5  In the event of termination in accordance with 7.1 below if in any
         calendar year following such termination the aggregate commissions
         payable hereunder for all life and health policies (not SEC regulated
         contracts) total less than $100.00, no further commissions shall be
         payable hereunder, other references to vesting to the contrary not
         withstanding.  This rule is not applicable to any SEC registered equity
         product.

    4.6  With respect to registered Contracts, if Agent is disqualified for
         continued registration with the NASD, Company shall not be obligated to
         pay any compensation, the payment of which would represent a violation
         of NASD rules.


                                       -3-

<PAGE>

         In such event, Company shall hold any commission otherwise due on any
         Contract in force in "escrow" from the date of such disqualification
         until the termination of any litigation or administrative proceedings
         relating to such disqualification, provided Agent commences an appeal
         to the NASD within 180 days following the disqualification notice and
         actively pursues such appeal.  Should Agent's registration in the NASD
         be reinstated, all compensation due or becoming due Agent during the
         period of disqualification shall be immediately paid, provided this
         does not violate any NASD rules or regulations in effect at said time.

5.0  GENERAL PROVISIONS

    5.1  Agent shall cooperate with Company in the investigation and settlement
         of all claims against Agent and/or Company relating to the solicitation
         or sale of Contracts under this Agreement.  Agent shall promptly
         forward to Company any notice of claim or other relevant information
         which may come into Agent's possession.

    5.2  Agent shall keep full and accurate records of the business transacted
         by Agent under this Agreement and shall forward to Company such reports
         of said business as Company may prescribe.  Company shall have the
         right to examine said records at reasonable times.  All rate books,
         manuals, forms, supplies and any other properties furnished by Company
         and in the possession of Agent shall be returned to Company on
         termination of this Agreement.

    5.3  Agent shall bear all of Agent's expenses incurred in the performance of
         this Agreement.

    5.4  Agent shall have a duty to obtain applications for Company and, where
         appropriate, to conserve and renew coverage placed with Company.

    5.5  All applications for the purchase of Contracts shall be subject to
         acceptance by Company.  Company reserves the right to prescribe
         conditions, rules and regulations for the offer and acceptance of its
         Contracts, which may be changed from time to time and which shall be
         forwarded to Agent.

    5.6  Company reserves the right to modify, change or discontinue the
         offering of any form of Contract at any time.

    5.7  No waiver or modification of this Agreement will be effective unless it
         be in writing and signed by a duly authorized officer of Company and
         Agent or a duly authorized officer of Agent.

    5.8  The failure of Company to enforce any provisions of this Agreement
         shall not constitute a waiver of any such provision.  The past waiver
         of a provision by Company shall not constitute a course of conduct or a
         waiver in the future of that same provision.

    5.9  In the event any legal process or notice is served on Agent in a suit
         or proceeding against Company, Agent shall forward forthwith such
         process or notice to Company at its Home Office in Hartford,
         Connecticut, by certified mail.

    5.10 Agent shall not use any advertising material, prospectus, proposal, or
         representation either in general of in relation to a Contract of
         Company unless furnished by Company or until the consent of Company
         shall have been first secured.  Agent shall not issue or recirculate
         any illustration, circular, statement or memorandum of any sort,
         misrepresenting the terms, benefits or advantages of any Contract
         issued by Company, or make any misleading statement as to dividends or
         other benefits to be received thereon, or as to the financial position
         of Company.


                                       -4-

<PAGE>

         5.10.1 In regard to SEC Registered Contracts, Agent agrees not to make
                written or oral representations except such as are contained in
                current prospectuses and authorized supplementary sales
                literature made available by Company.  In respect to such
                products Agent also agrees to comply with the Securities and
                Exchange Commission Statement of Policy and the regulations
                thereunder of the National Association of Securities Dealers,
                Inc.

    5.11 Agent shall indemnify and save Company harmless from any loss or
         expense on account of any unauthorized act or transaction by Agent, or
         persons employed or appointed by Agent, or any claim by a sub-agent of
         Agent for compensation due or to become due on account of such sub-
         agent's sale of Contracts.

         5.11.1 Agent expressly authorizes Company to charge against all
                compensation due or to become due to Agent under this Agreement
                any monies paid or liabilities incurred by Company under this
                Paragraph 5.11.

    5.12 Agent shall not offer or pay any rebate of premium or make any offer of
         any other inducement not specified in the Contracts to any person to
         insure with Company.  Agent shall not make any misrepresentation or
         incomplete comparison for the purpose of inducing a policyholder in any
         other company to lapse, forfeit or surrender its insurance therein.

    5.13 No assignment of this Agreement, or commissions payable hereunder,
         shall be valid unless authorized in writing by Company.  Every
         assignment shall be subject to any indebtedness and obligation of Agent
         that may be due or become due to Company and any applicable state
         insurance regulations pertaining to such assignments.

    5.14 Company may at any time deduct, from any monies due under this
         Agreement, every indebtedness or obligation of Agent to Company.

         5.14.1 On termination of this Agreement, any outstanding indebtedness
                to Company shall become immediately due and payable.

6.0  LIMITATION OF AUTHORITY

    6.1  Agent is not authorized, and is expressly forbidden on behalf of
         Company, to incur any indebtedness or liability, or to make, alter or
         discharge agreements, or to waive forfeitures, extend the time of
         payment of any premium, waive payment in cash, or to receive any money
         due or to become due Company, except as specifically provided in this
         Agreement.

    6.2  No individual Contract providing life, health or disability insurance
         coverage shall be delivered if a sub-agent or Agent has knowledge that
         the health of the proposed insured has changed since the application
         was taken or unless the first premium has been fully paid and delivery
         made by the delivery date specified by Company or, if no delivery date
         is specified, within sixty (60) days from the date said Contract is
         mailed from Company's Home Office.

         6.2.1  Any Contract not delivered, in accordance with this Paragraph
                6.2, shall be returned to Company immediately.

7.0  TERMINATION

    7.1  This entire Agreement may be terminated by either party by giving
         thirty (30) days' notice in writing to the other party.


                                       -5-

<PAGE>

         7.1.1  Such notice of termination shall be mailed to the last known
                address of Agent appearing on Company's records, or in the event
                of termination by Agent, to the Home Office of Company at P.O.
                Box 2999, Hartford, Connecticut 06104-2999.

         7.1.2  Such notice shall be an effective notice of termination of this
                Agreement as of the time the notice is deposited in the United
                States mail or the time of actual receipt of such notice if
                delivered by means other than mail.

    7.2  This Agreement shall automatically terminate without notice upon the
         occurrence of any of the events set forth below:

         7.2.1  Upon the bankruptcy or dissolution of Agent provided, however,
                that if there is more than one Agent, the Agreement shall
                automatically terminate only with respect to the bankrupt or
                dissolved Agent.

         7.2.2  When and if Agent commits fraud or gross negligence in the
                performance of any duties imposed upon Agent by this Agreement
                or wrongfully withholds or misappropriates, for Agent's own use,
                funds of Company, its policyholders or applicants.

         7.2.3  When and if Agent materially breaches this Agreement or
                materially violates the insurance or Federal or State securities
                laws of a state in which Agent transacts business.

         7.2.4  When and if Agent fails to obtain renewal of a necessary license
                in any jurisdiction, but only as to that jurisdiction.

         7.2.5  When and if Agent is disqualified for continued membership with
                the NASD or registration with the Securities and Exchange
                Commission, but only as to SEC registered Contracts.

    7.3  The provisions of Sections 4.0 and 6.0 shall survive the termination of
         this Agreement, as appropriate.


                                       -6-




<PAGE>
                                                               Exhibit (b)(4)

                           INDIVIDUAL FLEXIBLE PREMIUM
                            VARIABLE ANNUITY CONTRACT

                ITT Hartford Life and Annuity Insurance Company
                                  P.O. Box 2999
                        Hartford, Connecticut 06104-2999
           (a stock life insurance company, herein called the Company)


Unless otherwise directed by the Contract Owner, the Company agrees to pay the
named Annuitant, on the Annuity Commencement Date, if the Annuitant and Contract
Owner are then living, the first of a series of annuity payments the frequency,
period and dollar amounts of which shall be determined on the basis as set forth
herein, in accordance with the Annuity Option selected.

This contract is issued in consideration of the payment of the initial premium
payment.

This contract is subject to the laws of the jurisdiction where it is delivered.

The Contract Specifications on Page 3 and the conditions and provisions on this
and the following pages are part of the contract.

RIGHT TO EXAMINE CONTRACT

We want you to be satisfied with the contract you have purchased. We urge you to
closely examine its provisions. If for any reason you are not satisfied with
your purchase you may surrender the contract by returning the contract within
ten days after you receive it. A written request for cancellation must accompany
the contract. In such event, we will pay to the Contract Owner an amount equal
to the sum of (i) the difference between the premiums paid and the amounts
allocated to any Account under the contract and (ii) the Contract Value on the
date of surrender. The Contract Owner bears only the investment risk during the
period prior to the Company's receipt of request for cancellation.

Signed for the Company


     /s/ Bruce D. Gardner          /s/ Lowndes A. Smith
     ---------------------------   ---------------------------
     Bruce D. Gardner, SECRETARY   Lowndes A. Smith, PRESIDENT


Premium Payments are flexible as described herein.

Nonparticipating

ALL PAYMENTS AND VALUES PROVIDED BY THIS CONTRACT, WHEN BASED ON INVESTMENT
EXPERIENCE OF A SUB-ACCOUNT, ARE VARIABLE AND ARE NOT GUARANTEED AS TO FIXED
DOLLAR AMOUNT. DETAILS OF THE VARIABLE PROVISIONS ARE DESCRIBED UNDER VALUATION
PROVISIONS, PAGES 9 AND 10.

                              [ITT HARTFORD LOGO]

<PAGE>

                                TABLE OF CONTENTS

                                                                            Page

Contract Specifications                                                        3

Definition of Certain Terms                                                    4

Premium Payments Provision                                                     5

Contract Control Provisions                                                    6

General Provisions                                                             7

Valuation Provisions                                                           9

Termination Provisions                                                        10

Settlement Provisions                                                         12

Annuity Tables                                                                15


                                     Page 2

<PAGE>

                             CONTRACT SPECIFICATIONS

CONTRACT NUMBER     [SPECIMEN]     CONTRACT DATE            [FEBRUARY 8, 1994]
NAME OF ANNUITANT   [JAMES SCOTT]  DATE OF ISSUE            [FEBRUARY 8, 1994]
AGE OF ANNUITANT    [35]           ANNUITY COMMENCEMENT
                                   DATE                     [JANUARY 1, 2024]
SEX OF ANNUITANT    [MALE]         INITIAL PREMIUM PAYMENT  [$20,000]
                                   MINIMUM SUBSEQUENT
                                   PAYMENT                  500
                                   MINIMUM FIXED ACCOUNT
                                   INTEREST RATE            3%
CONTINGENT
ANNUITANT           [PAUL SCOTT]
DESIGNATED
BENEFICIARY         [ANN SCOTT]    CONTRACT OWNER           [SAME]
                                   (IF OTHER THAN ANNUITANT)

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

                             DESCRIPTION OF BENEFITS


             INDIVIDUAL FLEXIBLE PREMIUM VARIABLE ANNUITY CONTRACT


ANNUAL WITHDRAWAL AMOUNT:          CONTRACT YEARS 1-7
                                   10% OF PREMIUM PAYMENTS

                                   AFTER CONTRACT YEAR 7
                                   THE GREATER OF:

                                   100% OF THE CONTRACT VALUE REDUCED BY THE
                                   TOTAL OF ANY PREMIUM PAYMENTS MADE DURING
                                   THE 7 YEARS PRIOR TO WITHDRAWAL; OR

                                   10% OF PREMIUM PAYMENTS MADE DURING THE 7
                                   YEARS PRIOR TO WITHDRAWAL.

ANNUAL CONTRACT MAINTENANCE FEE:   $0 IF THE CONTRACT VALUE IS $50,000 OR MORE
                                   ON THE CONTRACT ANNIVERSARY.

                                   $30 IF THE CONTRACT VALUE IS LESS THAN
                                   $50,000 ON THE CONTRACT ANNIVERSARY.

MORTALITY AND EXPENSE RISK CHARGE: 1.25% PER ANNUM OF THE AVERAGE DAILY
                                   CONTRACT VALUE.

ADMINISTRATION CHARGE:             0% PER ANNUM OF THE AVERAGE DAILY CONTRACT
                                   VALUE.


                                     Page 3

<PAGE>

CONTINGENT DEFERRED SALES CHARGES:


SUBJECT TO THE ANNUAL WITHDRAWAL AMOUNT, SURRENDERS OF CONTRACT VALUES
ATTRIBUTABLE TO PREMIUM PAYMENTS MAY BE SUBJECT TO A CONTINGENT DEFERRED SALES
CHARGE ("CHARGE"). THE LENGTH OF TIME FROM RECEIPT OF THE PREMIUM PAYMENT TO THE
TIME OF SURRENDER DETERMINES THE CHARGE.

DURING THE FIRST SEVEN CONTRACT YEARS, ALL SURRENDERS WILL BE FIRST FROM PREMIUM
PAYMENTS AND THEN FROM EARNINGS. IF AN AMOUNT EQUAL TO ALL PREMIUM PAYMENTS HAS
BEEN SURRENDERED, A CHARGE WILL NOT BE ASSESSED AGAINST THE SURRENDER OF THE
REMAINING CONTRACT VALUE.

AFTER THE SEVENTH CONTRACT YEAR, ALL SURRENDERS WILL FIRST BE FROM EARNINGS AND
THEN FROM PREMIUM PAYMENTS. A CHARGE WILL NOT BE ASSESSED AGAINST THE SURRENDER
OF EARNINGS. IF AN AMOUNT EQUAL TO ALL EARNINGS HAS BEEN SURRENDERED, A CHARGE
WILL NOT BE ASSESSED AGAINST PREMIUM PAYMENTS RECEIVED MORE THAN SEVEN YEARS
PRIOR TO SURRENDER, BUT WILL BE ASSESSED AGAINST PREMIUM PAYMENTS RECEIVED LESS
THAN SEVEN YEARS PRIOR TO SURRENDER. FOR THIS PURPOSE, PREMIUM PAYMENTS WILL BE
DEEMED TO BE SURRENDERED IN THE ORDER IN WHICH THEY WERE RECEIVED.

THE CHARGE IS A PERCENTAGE OF THE AMOUNT SURRENDERED (NOT TO EXCEED THE
AGGREGATE AMOUNT OF THE PREMIUM PAYMENTS MADE) AND EQUALS:

                            LENGTH OF TIME FROM PREMIUM PAYMENT
       CHARGE                        (NUMBER OF YEARS)

         6%                                  1
         6%                                  2
         5%                                  3
         5%                                  4
         4%                                  5
         3%                                  6
         2%                                  7
         0%                                  8 AND THEREAFTER

NO CONTINGENT DEFERRED SALES CHARGES WILL BE ASSESSED IN THE EVENT THE CONTRACT
TERMINATES DUE TO THE DEATH OF THE ANNUITANT OR CONTRACT OWNER (AS APPLICABLE),
OR IF CONTRACT VALUES ARE APPLIED TO AN ANNUITY OPTION PROVIDED FOR UNDER THIS
CONTRACT (PROVIDED HOWEVER, ANY SURRENDER OUT OF OPTION 4 WILL BE SUBJECT TO
CONTINGENT DEFERRED SALES CHARGES, IF APPLICABLE) OR UPON THE EXERCISE OF THE
ANNUAL WITHDRAWAL AMOUNT.


                               Page 3 (Continued)

<PAGE>

FUND OPTIONS

THE INITIAL PREMIUM PAYMENT WILL BE ALLOCATED AS SPECIFIED IN YOUR APPLICATION.
THE SAME ALLOCATIONS WILL BE MADE FOR SUBSEQUENT PREMIUM PAYMENTS UNLESS YOU
CHANGE THE ALLOCATION OR, AT THE TIME OF A PREMIUM PAYMENT, YOU INSTRUCT US TO
ALLOCATE THAT PAYMENT DIFFERENTLY.

SEPARATE ACCOUNT:   ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
                    SEPARATE ACCOUNT ONE

          SUB-ACCOUNT                        BASED ON:

     ADVISERS FUND                       HVA ADVISERS FUND, INC.

     STOCK FUND                          HVA STOCK FUND, INC.

     AGGRESSIVE GROWTH FUND              HVA AGGRESSIVE GROWTH FUND, INC.

     INTERNATIONAL OPPORTUNITIES FUND    HARTFORD INTERNATIONAL
                                         OPPORTUNITIES FUND, INC.

     DIVIDEND AND GROWTH FUND            HARTFORD DIVIDEND AND GROWTH
                                         FUND, INC.

     INDEX FUND                          HARTFORD INDEX FUND, INC.

     GMNA/MORTGAGE SECURITIES FUND       HARTFORD GNMA/MORTGAGE
                                         SECURITIES FUND, INC.

     BOND/DEBT SECURITIES FUND           HVA BOND/DEBT SECURITIES
                                         FUND, INC.

     MONEY MARKET FUND                   MONEY MARKET FUND, INC.


OR OTHER FUNDS AS MAY BE MADE AVAILABLE FROM TIME TO TIME.


                               Page 3 (Continued)

<PAGE>

DEFINITION OF    ACCOUNT - Any of the Sub-Accounts or the Fixed Account.
CERTAIN TERMS

                 ACCUMULATION UNIT - An accounting unit of measure used to
                 calculate the value of a Sub-Account of this contract before
                 annuity payments begin.

                 ADMINISTRATIVE OFFICE OF THE COMPANY - Currently located at
                 200 Hopmeadow St., Simsbury, Ct. All correspondence concerning
                 this contract should be sent to our mailing address at P.O.
                 Box 2999, Attn: Individual Annuity Operations, Hartford, CT
                 06104-2999.

                 ANNUAL WITHDRAWAL AMOUNT - The amount that can be withdrawn in
                 any Contract Year prior to incurring surrender charges.

                 ANNUITANT - The person on whose life this contract is issued.

                 ANNUITY COMMENCEMENT DATE - The date on which annuity payments
                 are to begin as described under Settlement Provisions in this
                 contract.

                 ANNUITY UNIT - An accounting unit of measure used to calculate
                 the amount of annuity payments under the variable annuity
                 option.

                 BENEFICIARY - The person entitled to receive benefits as per
                 the terms of the contract in case of the death of the Contract
                 Owner or Annuitant, as applicable.

                 COMPANY - The ITT Hartford Life and Annuity Insurance Company.

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

                 CONTRACT ANNIVERSARY - An anniversary of the Contract Date.
                 Similarly, Contract Years are measured from the Contract Date.
                 The Contract Date is shown on Page 3.

                 CONTRACT MAINTENANCE FEE - An amount which is deducted from
                 the value of the contract at the end of the Contract Year or
                 on the date of surrender of this contract, if earlier.

                 CONTRACT OWNER - The owner(s) of the contract.

                 CONTRACT VALUE - The value of the Sub-Accounts plus the value
                 of the Fixed Account on any day.

                 DATE OF ISSUE - The date on which an Account is established
                 for the Contract Owner by the Company.

                 DOLLAR COST AVERAGING - Contract Owner initiated systematic
                 transfers from one or more Accounts to any other available
                 Sub-Accounts.

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

                 FIXED ACCOUNT - Part of the Company's General Account to which
                 all or a portion of the Contract Value may be allocated.


                                     Page 4

<PAGE>

DEFINITION OF    FUND(S) - Currently the Funds specified on Page 3 or any other
CERTAIN TERMS    Fund(s) that may be added by the Company.
(CONTINUED)
                 GENERAL ACCOUNT - All assets of the Company other than those
                 allocated to the Separate Accounts of the Company.

                 MAXIMUM ANNIVERSARY VALUE - A value used in determining the
                 death benefit. It is based on a series of calculations of
                 Account Values on Contract Anniversaries, premium payments and
                 partial surrenders.

                 As of the date of death, the Company will calculate an
                 Anniversary Value for each Contract Anniversary prior to the
                 deceased's attained age 81. The Anniversary Value is equal to
                 the Account Value on a Contract Anniversary, increased by the
                 dollar amount of any premium payments made since that
                 anniversary and reduced by the dollar amount of any partial
                 surrenders since that anniversary. The Maximum Anniversary
                 Value is equal to the greatest Anniversary Value attained from
                 this series of calculations.

                 PREMIUM TAX - The amount of tax, if any, charged by a federal,
                 state or municipal entity on premium payments or Contract
                 Values.

                 SEPARATE ACCOUNT - An Account established by the Company to
                 separate the assets funding the variable benefits for the
                 class of contracts to which this contract belongs from the
                 other assets of the Company. The assets in the Separate
                 Account are not chargeable with liabilities arising out of any
                 other business the Company may conduct. The Separate Account
                 and the Funds, which are the underlying securities of the
                 Separate Account, are listed on the Contract Specifications on
                 Page 3 of this contract.

                 SUB-ACCOUNT - The subdivisions of the Separate Account which
                 are used to determine how the Contract Owner's Account is
                 allocated between the Funds.

                 TERMINATION VALUE - The value of the contract upon
                 termination, as described in the section of the contract
                 captioned "Termination Provisions."

                 VALUATION DAY - Every day the New York Stock Exchange is open
                 for trading.

PREMIUM          PREMIUM PAYMENTS
PAYMENTS
                 Premium payments are payable at the Administrative Office of
                 the Company. Payments may be made by check payable to
                 ITT Hartford Life and Annuity Insurance Company or by any
                 other method which the Company deems acceptable.

                 The Initial Premium Payment is shown on Page 3. This is a
                 flexible premium annuity. Additional payments may be accepted
                 by the Company. The additional payments must be at least equal
                 to the minimum subsequent premium payment shown on Page 3.

                 ALLOCATION OF PREMIUM PAYMENTS

                 The Contract Owner shall specify that portion of any premium
                 payment to be allocated to each Account, provided, however,
                 that the minimum allocation to any Account may not be less
                 than the Company's minimum amount then in effect.


                                     Page 5

<PAGE>

PREMIUM          The Contract Owner may transfer Contract Values held in the
PAYMENTS         Accounts into other Accounts; however, the Company reserves
(CONTINUED)      the right to limit the number of transfers to no more
                 frequently than 12 per Contract Year with no two transfers
                 being made on consecutive Valuation Days. Subject to the
                 following two paragraphs, any such limitations will apply to
                 all Contract Owners.

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

                 The maximum amount transferable from the Fixed Account during
                 any Contract Year is the greater of 30% of the Fixed Account
                 balance as of the last Contract Anniversary or the greatest of
                 any prior transfer from the Fixed Account. This limitation
                 does not apply to Dollar Cost Averaging. However, if any
                 interest rate is renewed at a rate at least one percentage
                 point less than the previous rate, the Contract Owner may
                 elect to transfer up to 100% of the Funds receiving that
                 reduced rate within 60 days of notification of the interest
                 rate decrease. Transfers may not be made from the Sub-Accounts
                 into the Fixed Account for the six-month period following any
                 transfer from the Fixed Account into the other Sub-Accounts.
                 The Company reserves the right to defer transfers from the
                 Fixed Account for up to six months from the date of request.

CONTRACT         ANNUITANT, CONTINGENT ANNUITANT, CONTRACT OWNER
CONTROL
PROVISIONS       The Annuitant may not be changed.

                 The designations of Contract Owner and Contingent Annuitant
                 will remain in effect until changed by the Contract Owner.
                 Changes in the designation of the Contract Owner may be made
                 during the lifetime of the Annuitant by written notice to the
                 Company. Changes in the designation of Contingent Annuitant
                 may be made at any time prior to the Annuity Commencement Date
                 by written notice to the Company. Notwithstanding the
                 foregoing, if no Contingent Annuitant has been named and the
                 Contract Owner/Annuitant's spouse is the Beneficiary, it will
                 be assumed that the Contract Owner/Annuitant's spouse is the
                 Contingent Annuitant.

                 The Contract Owner has the sole power to exercise all the
                 rights, options and privileges granted by this contract or
                 permitted by the Company and to agree with the Company to any
                 change in or amendment to the contract. The rights of the
                 Contract Owner shall be subject to the rights of any assignee
                 of record with the Company and of any irrevocably designated
                 Beneficiary. In the case of joint Contract Owners, each
                 Contract Owner alone may exercise all rights, options and
                 privileges, except with respect to the Termination and Partial
                 Surrender/Annual Withdrawal Amount Provisions and change of
                 ownership.


                                     Page 6

<PAGE>

CONTRACT         BENEFICIARY
CONTROL
PROVISIONS       The Designated Beneficiary will remain in effect until
(CONTINUED)      changed by the Contract Owner. Changes in the Designated
                 Beneficiary may be made during the lifetime of the
                 Annuitant by written notice to the Administrative Office of
                 the Company. If the Designated Beneficiary has been designated
                 irrevocably, however, such designation cannot be changed or
                 revoked without such Beneficiary's written consent. Upon
                 receipt of such notice and written consent, if required, at
                 the Administrative Office of the Company, the new designation
                 will take effect as of the date the notice is signed, whether
                 or not the Annuitant or Contract Owner is alive at the time of
                 receipt of such notice. The change will be subject to any
                 payments made or other action taken by the Company before the
                 receipt of the notice.

                 In the event of the death of the Annuitant when there is no
                 surviving Contingent Annuitant, the Beneficiary will be as
                 follows. If the death of the Annuitant occurs prior to the
                 Annuity Commencement Date, the Beneficiary shall be the
                 surviving Contract Owner, or joint Contract Owners, if
                 applicable, notwithstanding that the Designated Beneficiary
                 may be different. Otherwise, the Beneficiary will be the
                 Designated Beneficiary then in effect. If the Annuitant is the
                 sole Contract Owner and there is no Designated Beneficiary in
                 effect, the Annuitant's estate will be the Beneficiary.

                 In the event of the death of a Contract Owner prior to the
                 Annuity Commencement Date, the Beneficiary will be as follows.
                 If the owner was the sole Contract Owner, the Beneficiary
                 shall be the Designated Beneficiary then in effect. If no
                 Beneficiary designation is in effect or if the Designated
                 Beneficiary has predeceased the Contract Owner, the Contract
                 Owner's estate shall be the Beneficiary. At the first death of
                 a joint Contract Owner prior to the Annuity Commencement Date,
                 the Beneficiary shall be the surviving Contract Owner
                 notwithstanding that the Designated Beneficiary may be
                 different.

GENERAL          THE CONTRACT
PROVISIONS
                 This contract constitutes the entire contract.

                 MODIFICATION

                 No modification of this contract shall be made except over the
                 signature of the President, a Vice President, a Secretary or
                 an Assistant Secretary of the Company.

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


                                     Page 7

<PAGE>

GENERAL          MINIMUM VALUE STATEMENT
PROVISIONS
(CONTINUED)      Any Termination Values, death benefits or settlement
                 provisions available under this contract equal or exceed those
                 required by the state in which the contract is delivered.

                 NON-PARTICIPATION

                 This contract does not share in the surplus earnings of the
                 Company. That portion of the assets of the Separate Account
                 equal to the reserves and other contract liabilities of the
                 Separate Account shall not be chargeable with liabilities
                 arising out of any other business the Company may conduct.

                 MISSTATEMENT OF AGE AND SEX

                 If the age or sex of the Annuitant has been misstated, the
                 amount of the annuity payable by the Company shall be that
                 provided by that portion of the amounts allocated to effect
                 such annuity on the basis of the corrected information without
                 changing the date of the first payment of such annuity. Any
                 underpayments by the Company shall be made up immediately and
                 any overpayments shall be charged against future amounts
                 becoming payable.

                 If the age of the Annuitant or Contract Owner has been
                 misstated, the amount of any death benefit payable shall be
                 determined based upon the correct age of the Annuitant or
                 Contract Owner.

                 INCONTESTABILITY

                 We cannot contest this Contract.

                 REPORTS TO THE CONTRACT OWNER

                 There shall be furnished to each Contract Owner copies of any
                 shareholder reports of the Funds and of any other notices,
                 reports or documents required by law to be delivered to
                 Contract Owners. Annually, a statement of the Contract Value
                 is sent to the Contract Owner.

                 VOTING RIGHTS

                 The Company shall notify the Contract Owner of any Fund
                 shareholder's meetings at which the shares held for the
                 Contract Owner's Account may be voted and shall also send
                 proxy materials and a form of instruction by means of which
                 the Contract Owner can instruct the Company with respect to
                 the voting of the shares held for the Contract Owner's
                 Account. In connection with the voting of Fund shares held by
                 it, the Company shall arrange for the handling and tallying of
                 proxies received from Contract Owners. The Company will vote
                 the Fund shares held by it in accordance with the instructions
                 received from the Contract Owners having the right to give
                 voting instructions. If a Contract Owner desires to attend any
                 meeting which shares held for the Contract Owner's benefit may
                 be voted, the Contract Owner may request the Company to
                 furnish a proxy or otherwise arrange for the exercise of
                 voting rights with respect to the Fund shares held for such
                 Contract Owner's Account.


                                     Page 8

<PAGE>

GENERAL          In the event that the Contract Owner gives no
PROVISIONS       instructions or leaves the manner of voting
(CONTINUED)      discretionary, the Company will vote such shares of the
                 appropriate Fund in the same proportion as shares of that Fund
                 for which instructions have been received. Also, the Company
                 will vote the Fund Shares in this proportionate manner which
                 are held by the Company for its own Account. During the
                 annuity period under a contract the number of votes will
                 decrease as the assets held to fund annuity benefits decrease.

                 SUBSTITUTION

                 The Company reserves the right to substitute the shares of any
                 other registered investment company for the shares of any Fund
                 already purchased or to be purchased in the future by the
                 Separate Account provided that the substitution has been
                 approved by the Securities and Exchange Commission.

                 CHANGE IN THE OPERATION OF THE SEPARATE ACCOUNT

                 At the Company's election and subject to any necessary vote by
                 persons having the right to give instructions with respect to
                 the voting of the Fund shares held by the Sub-Accounts, the
                 Variable Account may be operated as a management company under
                 the Investment Company Act of 1940 or it may be deregistered
                 under the Investment Company Act of 1940 in the event
                 registration is no longer required. Deregistration of the
                 Variable Account requires an order by the Securities and
                 Exchange Commission.

                 PROOF OF SURVIVAL

                 The payment of any annuity benefit will be subject to evidence
                 that the Annuitant is alive on the date such payment is
                 otherwise due.

VALUATION        NET PREMIUM PAYMENTS
PROVISIONS
                 The net premium payment is equal to the premium payment minus
                 any applicable Premium Taxes. The net premium payment is
                 applied to provide Fixed Account values or Sub-Account
                 Accumulation Units with respect to the Sub-Account(s) selected
                 by the Contract Owner.

                 The number of Accumulation Units credited to each Sub-Account
                 is determined by dividing the net premium payment allocated to
                 a Sub-Account by the dollar value of one Accumulation Unit for
                 such Sub-Account, next computed after the receipt of a premium
                 payment by the Company. The number of Accumulation Units so
                 determined will not be affected by any subsequent change in
                 the value of such Accumulation Units. The Accumulation Unit
                 value in any Sub-Account may increase or decrease from day to
                 day as described below.

                 The Company will determine the value of the Fixed Account by
                 crediting interest to amounts allocated to the Fixed Account.
                 The minimum Fixed Account interest rate is the rate shown on
                 Page 3, compounded annually. The Company, at its discretion,
                 may credit interest rates greater than the minimum Fixed
                 Account interest rate.


                                     Page 9

<PAGE>

VALUATION        NET INVESTMENT FACTOR
PROVISIONS
(CONTINUED)      The net investment factor for each of the Sub-Accounts is
                 equal to the net asset value per share of the corresponding
                 Fund at the end of the valuation period (plus the per share
                 amount of any unpaid dividends or capital gains by that Fund)
                 divided by the net asset value per share of the corresponding
                 Fund at the beginning of the valuation period and subtracting
                 from that amount the mortality and expense risk charge and the
                 administration charge shown on Page 3. The General Account net
                 investment factor is guaranteed to be equal to the Minimum
                 Fixed Account Interest Rate shown on Page 3.

                 ACCUMULATION UNIT VALUE

                 The Accumulation Unit Value for each Sub-Account will vary to
                 reflect the investment experience of the applicable Fund and
                 will be determined on each Valuation Day by multiplying the
                 Accumulation Unit Value of the particular Sub-Account on the
                 preceding Valuation Day by the net investment factor for that
                 Sub-Account for the valuation period then ended. The value of
                 the Sub-Account on each Valuation Day is then determined by
                 multiplying the number of Accumulation Units in that Sub-
                 Account by the Accumulation Unit Value on that Valuation Day.

                 ANNUITY UNIT VALUE

                 The value of an Annuity Unit for each Sub-Account of the
                 Separate Account will vary to reflect the investment
                 experience of the applicable Funds and will be determined by
                 multiplying the value of the Annuity Unit for that Sub-Account
                 on the preceding day by the product of (a) the net investment
                 factor for that Sub-Account for the day for which the Annuity
                 Unit value is being calculated, and (b) 0.999866, which is a
                 factor that neutralizes an assumed interest rate of 5%.

                 CONTRACT MAINTENANCE FEE

                 During each year that this contract is in force prior to the
                 Annuity Commencement Date, a fee will be deducted from the
                 contract at the end of the Contract Year or on the date of
                 surrender of this contract, if earlier. The fee will be
                 charged against the Contract Value by reducing the Fixed
                 Account value and, with respect to the Sub-Accounts, the
                 number of Accumulation Units held on that date on a pro-rata
                 basis with respect to each active Account.

                 The number of Accumulation Units deducted from the Sub-Account
                 is determined by dividing the pro-rata portion of the Contract
                 Maintenance Fee applicable to that Sub-Account, by the value
                 of an Accumulation Unit for the Sub-Account at the end of the
                 Contract Year, or on the date of surrender, as applicable.

TERMINATION      TERMINATION PRIOR TO THE ANNUITY COMMENCEMENT DATE
PROVISIONS
                 FULL SURRENDER

                 At any time prior to the Annuity Commencement Date, the
                 Contract Owner has the right to terminate the contract by
                 submitting a written request to the Administrative Office of
                 the Company. In such event, the Termination Value of the
                 contract may be taken in the form of a cash settlement.


                                     Page 10

<PAGE>

TERMINATION      The Termination Value of the contract is equal
PROVISIONS       to the Contract Value less:
(CONTINUED)
                 (a) any applicable Premium Taxes not previously deducted;
                 (b) the Contract Maintenance Fee as specified on Page 3; and
                 (c) any applicable contingent deferred sales charges as
                     specified on Page 3.

                 The Termination Value provided by the contract is not less
                 than the minimum values required by the insurance laws of the
                 state in which this contract is issued.

                 PARTIAL SURRENDERS/ANNUAL WITHDRAWAL AMOUNT

                 The Contract Owner may request, in writing, a partial
                 surrender of Contract Values at any time prior to the Annuity
                 Commencement Date provided the Contract Value remaining after
                 the surrender is at least equal to the Company's minimum
                 amount rules then in effect. If the remaining Contract Value
                 following such surrender is less than the Company's minimum
                 amount rules, the Company will terminate the contract and pay
                 the Termination Value.

                 The contingent deferred sales charge will be assessed against
                 any Contract Values surrendered as described on Page 3.
                 However, on a noncumulative basis, the Contract Owner may make
                 partial surrenders during any Contract Year, up to the Annual
                 Withdrawal Amount shown on Page 3 and the contingent deferred
                 sales charge will not be assessed against such amounts.
                 Surrender of Contract Values in excess of the Withdrawal
                 Amount and additional surrenders made in any Contract Year
                 will be subject to the contingent deferred sales charge, as
                 described on Page 3, if applicable.

                 For Federal tax purposes, any surrenders will be deemed to be
                 first from earnings, to the extent that they exist, and then
                 from the premium payments.

                 TERMINATION AFTER THE ANNUITY COMMENCEMENT DATE

                 This contract may not be surrendered for its Termination Value
                 after the commencement of annuity payments, except with
                 respect to Options Four and Five.

                 PAYMENT ON SURRENDER - DEFERRAL OF PAYMENT

                 Payment on any request for surrender will be made as soon as
                 possible and, with respect to the Contract Values in the Sub-
                 Accounts, no later than seven days after the written request
                 is received by the Company. However, such payment may be
                 subject to postponement:

                 (a)  for any period during which the  New York Stock Exchange
                      is closed or during which trading on the New York Stock
                      Exchange is restricted;

                 (b)  for any period during which an emergency exists as a
                      result of which (i) disposal of the securities held in
                      the Sub-Accounts is not reasonably practicable, or (ii)
                      it is not reasonably practicable for the value of the net
                      assets of the Separate Account to be fairly determined;
                      and

                 (c)  for such other periods as the Securities and Exchange
                      Commission may, by order, permit for the protection of
                      the Contract Owners. The conditions under which trading
                      shall be deemed to be restricted or any emergency shall
                      be deemed to exist shall be determined by rules and
                      regulations of the Securities and Exchange Commission.


                                     Page 11

<PAGE>

TERMINATION      The Company may defer payment of any amounts
PROVISIONS       from the Fixed Account for up to six months
(CONTINUED)      from the date of the request to surrender. If the Company
                 defers payment for more than 30 days, the Company will pay
                 interest of at least 3% per annum on the amount deferred.

                 DEATH BENEFIT

                 If the Annuitant dies before the Annuity Commencement Date and
                 there is no designated Contingent Annuitant surviving, or if
                 the Contract Owner dies before the Annuity Commencement Date,
                 the Death Benefit will be payable as determined under the
                 Contract Control Provisions. The Death Benefit is calculated
                 as of the date the Company receives written notification of
                 Due Proof of Death at the Administrative Office of the
                 Company.

                 The Death Benefit will be the greatest of:

                 (a)  The Contract Value on the date of receipt of Due Proof of
                      Death at the Administrative Office of the Company; or

                 (b)  The Maximum Anniversary Value as described on Page 5 of
                      this Contract; or

                 (c)  100% of all premium payments made under the Contract,
                      reduced by the dollar amount of any partial surrenders
                      since the Date of Issue.

                 The Death Benefit may be taken in one sum or under any of the
                 settlement options then being offered by the Company provided,
                 however, that, in the event of a Contract Owner's death, any
                 settlement option must provide that any amount payable as a
                 death benefit will commence upon notification of Due Proof of
                 Death and be completed within five years of the date of death
                 or, if the benefit is payable over a period not extending
                 beyond the life expectancy of the Beneficiary or over the life
                 of the Beneficiary, such distribution must commence within one
                 year of the date of death. Notwithstanding the foregoing, in
                 the event of the Contract Owner's death where the sole
                 Beneficiary is the spouse of the Contract Owner and the
                 Annuitant or Contingent Annuitant is living, such spouse may
                 elect, in lieu of receiving the death benefit, to be treated
                 as the Contract Owner.

SETTLEMENT       When payment is taken in one sum, payment will be made within
PROVISIONS       7 days after the date Due Proof of Death is received, except
                 when the Company is permitted to defer such payment under the
                 Investment Company Act of 1940.

                 ANNUITY COMMENCEMENT DATE

                 The Annuity Commencement Date is shown on Page 3. This date
                 may be changed by the Contract Owner with 30 days advance
                 written notification, and may be the fifteenth day of any month
                 before or including the month of the Annuitant's 90th
                 birthday. In the event the Contingent Annuitant becomes the
                 Annuitant and in the absence of a written election to the
                 contrary, the Annuity Commencement Date will be the fifteenth
                 day of the month coincident with or next following the
                 Annuitant's 90th birthday.


                                     Page 12

<PAGE>

SETTLEMENT       ELECTION OF ANNUITY OPTION
PROVISIONS
(CONTINUED)      The Contract Owner may elect to have the Termination Value,
                 without deduction for any contingent deferred sales charge,
                 applied on the Annuity Commencement Date under any one of the
                 annuity options described below except the fifth option or
                 under any of the settlement options then being offered by the
                 Company. The Termination Value is determined on the basis of
                 the Accumulation Unit value of each Sub-Account and the value
                 of the Fixed Account no later than the fifth Valuation Day
                 preceding the date annuity payments are to commence.

                 DATE OF PAYMENT

                 The first payment under any option shall be made on the
                 fifteenth day of the month immediately following approval of
                 claim for settlement. Subsequent payments shall be made on the
                 fifteenth day of each subsequent month in accordance with the
                 manner of payment selected.

                 DEATH OF THE ANNUITANT

                 In the event of the death of the Annuitant while receiving
                 annuity payments, the present value of any remaining payments
                 will be paid in one sum to the Beneficiary unless other
                 provisions shall have been made and approved by the Company.
                 If the Annuitant was also the Contract Owner, any method of
                 distribution must provide that any amount payable as a death
                 benefit will be distributed at least as rapidly as under the
                 method of distribution in effect at the Contract Owner's
                 death. In the case of the Separate Account calculations, for
                 such present value of the remaining payments the Company will
                 assume a net investment rate of 5% per annum. The Annuity Unit
                 value on the date of receipt of Due Proof of Death shall be
                 used for the purpose of determining such present value. In the
                 case of the General Account the net investment rate assumed
                 will be the rate used by the Company to determine the amount
                 of each certain payment.

                 ALLOCATION OF ANNUITY

                 The person electing an annuity option may further elect to
                 have the value of the contract applied to provide a variable
                 annuity, a fixed dollar annuity or a combination of both. Once
                 every 3 months, following the commencement of annuity payments,
                 the Contract Owner may elect, in writing, to transfer among
                 any Sub-Account(s) on which variable annuity payments are
                 based. No transfers may be made between the Sub-Accounts and
                 the General Account.

                 If no election is made to the contrary, the value of each Sub-
                 Account shall be applied to provide a variable annuity based
                 thereon, and the value of the Fixed Account shall be applied
                 to provide a fixed dollar annuity.

                 VARIABLE ANNUITY AND FIXED DOLLAR ANNUITY

                 Variable Annuity - A variable annuity is an annuity with
                 payments increasing or decreasing in amount in accordance
                 with the net investment results  of the Sub-Account(s) of the
                 Separate Account (as described in the Valuation Provisions).
                 After the first monthly payment for a variable annuity has
                 been determined in accordance with the provisions of this
                 contract, a number of Sub-Account Annuity Units is determined
                 by dividing that first monthly payment by the appropriate Sub-
                 Account Annuity Unit value on the effective date of the
                 annuity payments.


                                     Page 13

<PAGE>

SETTLEMENT       Once variable annuity payments have begun, the number
PROVISIONS       of Annuity Units remains fixed with respect to a particular
(CONTINUED)      Sub-Account. If the Contract Owner elects that continuing
                 annuity payments be based on a different Sub-Account, the
                 number will change effective with that election but will
                 remain fixed in number following such election. The method of
                 calculating the unit value is described under Valuation
                 Provisions.

                 The dollar amount of the second and subsequent variable
                 annuity payments is not predetermined and may increase or
                 decrease from month to month. The actual amount of each
                 variable annuity payment after the first is determined by
                 multiplying the number of Sub-Account Annuity Units by the
                 Sub-Account Annuity Unit value as described in the Valuation
                 Provisions.  The Sub-Account Annuity Unit value will be
                 determined no earlier than the fifth Valuation Day preceding
                 the date the annuity payment is due.

                 The Company guarantees that the dollar amount of variable
                 annuity payments will not be adversely affected by variations
                 in the expense results and in the actual mortality experience
                 of payees from the mortality assumptions, including any age
                 adjustment, used in determining the first monthly payment.

                 Fixed Dollar Annuity - A fixed dollar annuity is an annuity
                 with payments which remain fixed as to dollar amount
                 throughout the payment period.

                 ANNUITY OPTIONS

                 FIRST OPTION - Life Annuity - An annuity payable monthly
                 during the lifetime of the payee, ceasing with the last
                 payment due prior to the death of the payee.

                 SECOND OPTION - Life Annuity with 120, 180 or 240 Monthly
                 Payments Certain - An annuity providing monthly income to the
                 payee for a fixed period of 120 months, 180 months, or 240
                 months (as selected), and for as long thereafter as the
                 payee shall live.

                 THIRD OPTION - Joint and Last Survivor Life Annuity - An
                 annuity payable monthly during the joint lifetime of the payee
                 and a secondary payee, and thereafter during the remaining
                 lifetime of the survivor, ceasing with the last payment prior
                 to the death of the survivor.

                 FOURTH OPTION - Payment for a Designated Period - An amount
                 payable monthly for the number of years selected which may be
                 from 5 to 30 years. The remaining balance of proceeds in the
                 General Account or the Separate Account for any day is equal
                 to the balance on the previous day decreased by the amount of
                 any installment paid on that day and the remainder multiplied
                 by the applicable net investment factor for the day as
                 described in the valuation provisions. Any surrender out of
                 this option will be subject to contingent deferred sales
                 charges, as described on Page 3.

                 If this contract is issued to qualify under Section 401, 403,
                 or 408 of the Internal Revenue Code of 1954 as amended, the
                 fourth option shall be available only if the guaranteed
                 payment period is less than the life expectancy of the
                 Annuitant at the time the option becomes effective. Such life
                 expectancy will be computed under the mortality table then in
                 use by the Company.


                                     Page 14

<PAGE>

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

                 In the absence of an election by the Contract Owner, the
                 Termination Value, without deduction for any contingent
                 deferred sales charge, will be applied on the Annuity
                 Commencement Date under the second option to provide a life
                 annuity with 120 monthly payments certain.

ANNUITY TABLES   DESCRIPTION OF TABLES

                 The attached tables show the minimum dollar amount of the
                 first monthly payments for each $1,000 applied under the
                 options. Under the First or Second Options, the amount of each
                 payment will depend upon the age and sex of the payee at the
                 time the first payment is due. Under the Third Option, the
                 amount of each payment will depend upon the sex of both payees
                 and their ages at the time the first payment is due.

                 The variable payment annuity tables for the First, Second and
                 Third Options are based on the 1983a Individual Annuity
                 Mortality Table with ages set back one year and an interest
                 rate of 5% per annum. The table for the Fourth Option is based
                 on an interest rate of 5% per annum.

                 The fixed annuity payment tables for the First, Second and
                 Third Options are based on the 1983a Individual Annuity
                 Mortality Table with ages set back one year and an interest
                 rate of 3% per annum. The table for the Fourth Option
                 is based on an interest rate of 3% per annum.

                 Once the Contract Owner has elected an annuity option, that
                 election may not be changed with respect to any Annuitant
                 following the commencement of annuity payments.

                 MINIMUM PAYMENT

                 No election of any options or combination of options may be
                 made under this contract unless the first payment for each
                 affected Account would be at least equal to the minimum
                 payment amount according to Company rules then in effect. If
                 at any time, payments to be made to any payee from each
                 Account are or become less than the minimum payment amount,
                 the Company shall have the right to change the frequency of
                 payment to such intervals as will result in a payment at least
                 equal to the minimum. If any amount due would be less than the
                 minimum payment amount per annum, the Company may make such
                 other settlement as may be equitable to the payee.


                                     Page 15

<PAGE>

                         VARIABLE PAYMENT ANNUITY TABLES
                         Amount of First Monthly Payment
                           For Each $1,000 Applied to
                           Variable Payment Annuities

Second and subsequent annuity payments, when based on the investment experience
of a Separate Account, are variable and are not guaranteed as to fixed dollar
amount.

SINGLE LIFE ANNUITIES

<TABLE>
<CAPTION>
                   Male Payee                               Female Payee
                   ----------                               ------------

           Monthly Payments Guaranteed               Monthly Payments Guaranteed

Age     --------------------------------          --------------------------------
         None     120      180      240            None     120      180      240
<S>     <C>      <C>      <C>      <C>            <C>      <C>      <C>      <C>
 35     $4.68    $4.67    $4.66    $4.64          $4.52    $4.52    $4.51    $4.50
 40      4.86     4.85     4.82     4.79           4.65     4.65     4.64     4.62
 45      5.10     5.07     5.03     4.97           4.83     4.82     4.80     4.77
 50      5.41     5.35     5.28     5.20           5.06     5.04     5.01     4.97
 51      5.48     5.41     5.34     5.24           5.12     5.09     5.06     5.01
 52      5.55     5.48     5.40     5.30           5.17     5.14     5.11     5.05
 53      5.63     5.55     5.46     5.35           5.23     5.20     5.16     5.10
 54      5.71     5.63     5.53     5.40           5.30     5.26     5.22     5.15
 55      5.80     5.70     5.60     5.45           5.37     5.33     5.28     5.20
 56      5.89     5.79     5.67     5.51           5.44     5.40     5.34     5.26
 57      5.99     5.88     5.74     5.57           5.52     5.47     5.40     5.31
 58      6.10     5.97     5.82     5.62           5.60     5.54     5.47     5.37
 59      6.21     6.07     5.90     5.68           5.69     5.62     5.54     5.43
 60      6.33     6.17     5.98     5.74           5.79     5.71     5.62     5.49
 61      6.46     6.28     6.07     5.80           5.89     5.80     5.70     5.55
 62      6.60     6.40     6.16     5.86           6.00     5.90     5.78     5.61
 63      6.75     6.52     6.25     5.91           6.11     6.00     5.86     5.67
 64      6.91     6.64     6.34     5.97           6.23     6.11     5.95     5.74
 65      7.09     6.78     6.43     6.02           6.37     6.22     6.04     5.80
 66      7.27     6.91     6.52     6.08           6.51     6.34     6.14     5.87
 67      7.47     7.06     6.62     6.12           6.66     6.47     6.24     5.93
 68      7.68     7.21     6.71     6.17           6.82     6.60     6.34     5.99
 69      7.91     7.36     6.81     6.22           7.00     6.74     6.44     6.05
 70      8.15     7.52     6.90     6.26           7.19     6.89     6.54     6.11
 75      9.65     8.35     7.30     6.41           8.41     7.74     7.06     6.34
 80     11.78     9.16     7.59     6.48          10.24     8.70     7.46     6.46
 85     14.73     9.80     7.74     6.51          13.00     9.55     7.69     6.50
 90     18.62    10.21     7.80     6.51          17.00    10.10     7.79     6.51

</TABLE>

JOINT AND LAST SURVIVOR ANNUITY

<TABLE>
<CAPTION>

Age of                              Age of Female Payee
Male     35      40      45      50      55      60      65      70      75      80      85      90
Payee
- -----  -----   -----   -----   -----   -----   -----   -----   -----   -----   -----   -----   -----
<S>    <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
 35    $4.38   $4.42   $4.47   $4.52   $4.56   $4.59   $4.62   $4.64   $4.65   $4.66   $4.67   $4.68
 40     4.41    4.47    4.54    4.60    4.66    4.71    4.75    4.79    4.81    4.83    4.85    4.85
 45     4.43    4.51    4.60    4.68    4.77    4.85    4.91    4.97    5.01    5.05    5.07    5.08
 50     4.45    4.55    4.65    4.76    4.88    5.00    5.10    5.19    5.26    5.31    5.35    5.37
 55     4.47    4.57    4.70    4.84    4.99    5.15    5.30    5.44    5.56    5.65    5.71    5.75
 60     4.49    4.60    4.73    4.90    5.09    5.30    5.52    5.73    5.92    6.07    6.17    6.24
 65     4.50    4.61    4.76    4.95    5.17    5.43    5.73    6.04    6.34    6.59    6.79    6.91
 70     4.50    4.63    4.78    4.98    5.23    5.54    5.92    6.34    6.79    7.21    7.55    7.80
 75     4.51    4.64    4.80    5.01    5.28    5.63    6.07    6.60    7.22    7.87    8.46    8.91
 80     4.51    4.64    4.81    5.03    5.31    5.69    6.18    6.81    7.60    8.52    9.45   10.24
 85     4.52    4.65    4.82    5.04    5.34    5.73    6.25    6.96    7.89    9.07   10.40   11.67
 90     4.52    4.65    4.82    5.05    5.35    5.75    6.30    7.05    8.09    9.49   11.21   13.03

</TABLE>

PAYMENTS FOR A DESIGNATED PERIOD

<TABLE>
<CAPTION>
       Amount           Amount           Amount           Amount           Amount           Amount
No.      of        No.    of        No.    of        No.    of        No.    of        No.    of
of     Monthly      of  Monthly      of  Monthly      of  Monthly      of  Monthly      of  Monthly
Years  Payments  Years  Payments  Years  Payments  Years  Payments  Years  Payments  Years  Payments
- -----  --------  -----  --------  -----  --------  -----  --------  -----  --------  -----  --------
<S>    <C>       <C>    <C>       <C>    <C>       <C>    <C>       <C>    <C>       <C>    <C>
 5     $18.74       10  $10.51       15   $7.82       20   $6.51       25   $5.76       30   $5.28
 6      15.99       11    9.77       16    7.49       21    6.33       26    5.65
 7      14.02       12    9.16       17    7.20       22    6.17       27    5.54
 8      12.56       13    8.64       18    6.94       23    6.02       28    5.45
 9      11.42       14    8.20       19    6.71       24    5.88       29    5.36

</TABLE>

The monthly payment for any combination of ages not shown will be quoted upon
request.


                                     Page 16

<PAGE>

                          FIXED PAYMENT ANNUITY TABLES
                           Amount of Monthly Payments
                           For Each $1,000 Applied to
                             Fixed Payment Annuities

Payments are fixed and are guaranteed as to fixed dollar amount.

FIRST AND SECOND OPTIONS - SINGLE LIFE ANNUITIES WITH:

<TABLE>
<CAPTION>
                   Male Payee                               Female Payee
                   ----------                               ------------

           Monthly Payments Guaranteed               Monthly Payments Guaranteed

        --------------------------------          --------------------------------
         None     120      180      240            None     120      180      240
<S>     <C>      <C>      <C>      <C>            <C>      <C>      <C>      <C>
 35     $3.41    $3.40    $3.39    $3.38          $3.23    $3.23    $3.22    $3.22
 40      3.61     3.60     3.58     3.56           3.39     3.38     3.38     3.37
 45      3.87     3.85     3.82     3.77           3.59     3.58     3.57     3.55
 50      4.19     4.15     4.10     4.03           3.84     3.83     3.81     3.77
 51      4.27     4.22     4.17     4.08           3.90     3.89     3.86     3.82
 52      4.34     4.29     4.23     4.14           3.97     3.95     3.92     3.88
 53      4.43     4.37     4.30     4.20           4.03     4.01     3.98     3.93
 54      4.51     4.45     4.37     4.26           4.10     4.08     4.04     3.99
 55      4.60     4.54     4.45     4.32           4.18     4.15     4.11     4.04
 56      4.70     4.62     4.53     4.39           4.25     4.22     4.18     4.11
 57      4.80     4.72     4.61     4.45           4.34     4.30     4.25     4.17
 58      4.91     4.82     4.69     4.51           4.42     4.38     4.32     4.23
 59      5.03     4.92     4.78     4.58           4.52     4.47     4.40     4.30
 60      5.15     5.03     4.87     4.64           4.61     4.56     4.48     4.37
 61      5.28     5.14     4.96     4.71           4.72     4.66     4.57     4.44
 62      5.42     5.26     5.06     4.78           4.83     4.76     4.66     4.51
 63      5.57     5.39     5.16     4.84           4.95     4.86     4.75     4.58
 64      5.74     5.52     5.26     4.90           5.07     4.98     4.85     4.65
 65      5.91     5.66     5.36     4.96           5.21     5.10     4.95     4.72
 66      6.10     5.81     5.46     5.02           5.35     5.22     5.05     4.79
 67      6.29     5.96     5.56     5.08           5.51     5.36     5.16     4.86
 68      6.50     6.11     5.66     5.13           5.67     5.50     5.26     4.93
 69      6.73     6.28     5.76     5.18           5.85     5.65     5.37     5.00
 70      6.97     6.44     5.86     5.23           6.04     5.80     5.49     5.06
 75      8.45     7.32     6.31     5.40           7.26     6.69     6.04     5.32
 80     10.55     8.17     6.62     5.48           9.07     7.69     6.48     5.45
</TABLE>

THIRD OPTION - JOINT AND LAST SURVIVOR ANNUITY

<TABLE>
<CAPTION>
Age of                             Age of Female Payee
  Male      35      40      45      50      55      60      65      70      75      80
 Payee
- -------   -----   -----   -----   -----   -----   -----   -----   -----   -----   -----
<S>       <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
    35    $3.07   $3.14   $3.20   $3.25   $3.30   $3.33   $3.35   $3.37   $3.39   $3.40
    40     3.11    3.20    3.28    3.36    3.42    3.48    3.52    3.55    3.57    3.59
    45     3.15    3.25    3.36    3.46    3.56    3.64    3.71    3.76    3.80    3.83
    50     3.17    3.29    3.42    3.56    3.69    3.82    3.92    4.01    4.08    4.12
    55     3.19    3.32    3.47    3.64    3.81    3.99    4.16    4.29    4.40    4.48
    60     3.20    3.34    3.51    3.70    3.92    4.15    4.39    4.61    4.79    4.93
    65     3.21    3.36    3.54    3.75    4.00    4.29    4.61    4.94    5.24    5.48
    70     3.22    3.37    3.56    3.78    4.05    4.40    4.80    5.25    5.70    6.12
    75     3.22    3.38    3.57    3.81    4.11    4.48    4.95    5.51    6.15    6.80
    80     3.23    3.38    3.58    3.82    4.14    4.54    5.05    5.71    6.52    7.45
</TABLE>

FOURTH OPTION - PAYMENTS FOR A DESIGNATED PERIOD

<TABLE>
<CAPTION>
       Amount           Amount           Amount           Amount           Amount           Amount
No.      of        No.    of        No.     of       No.    of        No.    of        No.    of
of     Monthly      of  Monthly      of  Monthly      of  Monthly      of  Monthly      of  Monthly
Years  Payments  Years  Payments  Years  Payments  Years  Payments  Years  Payments  Years  Payments
- -----  --------  -----  --------  -----  --------  -----  --------  -----  --------  -----  --------
<S>    <C>       <C>    <C>       <C>    <C>       <C>    <C>       <C>    <C>       <C>    <C>
  5    $17.91       10   $9.61       15   $6.87       20   $5.51       25   $4.71       30   $4.18
  6     15.14       11    8.86       16    6.53       21    5.32       26    4.59
  7     13.16       12    8.24       17    6.23       22    5.15       27    4.47
  8     11.68       13    7.71       18    5.96       23    4.99       28    4.37
  9     10.53       14    7.26       19    5.73       24    4.84       29    4.27

</TABLE>

The monthly payment for any combination of ages not shown will be quoted upon
request.


                                     Page 17



<PAGE>

                                                                   Exhibit b(5)

<TABLE>
<S><C>
APPLICATION FOR                                  U.S.P.S.-First Class or Express-Mail to:     Private Express Mail Carriers-Mail to:
VARIABLEANNUITY CONTRACT                           ITT Hartford                                 200 Hopmeadow Street
                                                   Attn: IAO-Director                                Simsbury, CT  06089
ITT Hartford Life and                              P.O. Box 2999
Annuity Insurance Company                          Hartford, CT 06104-2999
                                      [ITT HARTFORD LOGO]
- ------------------------------------------------------------------------------------------------------------------------------------


1.   CONTRACT OWNER                James Scott
                              ------------------------------------
     If no Annuitant is       Name
     specified in Section 3,                                                                  --- -- ----
     the Contract Owner            1 Main Street                                      SS#/TIN 123 45 6789
     will be the Annuitant.   ------------------------------------                            --- -- ----
                              Street Address                                               --    --    --
                                                                       Date of Birth       09    10    58
                              Hartford         CT       06106                              --    --    --
                              ------------------------------------                        month  day year
                              City            State      Zip          /X/ Male / / Female / / Trustee

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

2.   JOINT CONTRACT           ------------------------------------                           --- -- ----
     OWNER (if any)           Name                                                   SS#/TIN
                                                                                             --- -- ----
                              ------------------------------------                        --    --    --
                              Relationship to Contract Owner           Date of Birth
                                                                                          --    --    --
                                                                                         month  day year
                                                                      / / Male / / Female

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

3.   ANNUITANT                ------------------------------------                           --- -- ----
                              Name                                                       SS#
     Complete only if                                                                        --- -- ----
     different from the       ------------------------------------                        --    --    --
     contract owner in        Street Address                           Date of Birth
     Section 1.                                                                           --    --    --
                              ------------------------------------                       month  day year
                              City            State      Zip          / / Male  / / Female

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

4.   CONTINGENT ANNUITANT          Paul Scott                                             Brother
                              ------------------------------------------------------------------------------------------------------
                              Name                                                   Relationship to Owner
- ------------------------------------------------------------------------------------------------------------------------------------

5.   BENEFICIARY (IES)             Ann Scott                                              Wife                            100%
                              ------------------------------------------------------------------------------------------------------
     Designated               Name(s)                                                Relationship to Contract Owner     Percentage

                              ------------------------------------------------------------------------------------------------------
     Contingent               Name(s)                                                Relationship to Contract Owner     Percentage
- ------------------------------------------------------------------------------------------------------------------------------------

6.   TAX QUALIFIED PLANS           A. / / Initial  / / Transfer  / / Rollover

     Check the appropriate         B. / / IRA      / /  403(b)   / /  401(k)   / / 401(a)  / / SEP-IRA  / / Other
     box(es) in A, B, and C.                                                                                    --------------------
                                   C. / / Individual Accounts    / / Unallocated Plan Account

                                   Tax Year for which initial contribution is being made:
                                                                                          -------------------------
- ------------------------------------------------------------------------------------------------------------------------------------

7.   FUND SELECTION           Please check selected fund(s) and note whole percentage allocations.

     The initial premium      /X/ Advisers Fund                            50   %    / / Hartford Dividend and Growth Fund        %
     will be allocated as                                                 ----                                              ----
     selected here.  If       / / Stock Fund                                    %    / / Index Fund                               %
     Dollar Cost Averaging,                                               ----                                              ----
     complete the DCA         / / Aggressive Growth Fund                        %    / / GNMA/Mortgage Securities Fund            %
     enrollment section                                                   ----                                              ----
     on the reverse side.     / / International Opportunities Fund              %    / / Bond/Debt Securities Fund                %
                                                                          ----                                              ----
                              /X/ Fixed Account                            50   %    / / Money Market Fund                        %
                                                                          ----                                              ----
                                                                                     / / Other                                    %
                                                                                               --------------------         ----
                              Make checks payable to: ITT Hartford Life Insurance Companies    Initial $ 20,000       Total  100  %
                                                                                                        --------
                              Monies remitted via /X/ check  / / wire  / / 1035  / / Qualified Transfer
- ------------------------------------------------------------------------------------------------------------------------------------

8.   SPECIAL REMARKS


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

Will the annuity applied for replace one or more existing annuity or life insurance contracts? / / Yes   /X/ No    (If yes, explain
Have you purchased another ITT Hartford Annuity during the previous 12 months?                 / / Yes   /X/ No     in Special
                                                                                                                    Remarks)

I hereby represent my answers to the above questions to be true and correct to the best of my knowledge and belief.  I UNDERSTAND
THAT ANNUITY PAYMENTS OR SURRENDER VALUES, WHEN BASED UPON THE INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT, ARE VARIABLE AND NOT
GUARANTEED AS TO A FIXED DOLLAR AMOUNT.

/X/ RECEIPT OF A VARIABLE ANNUITY AND FUND PROSPECTUS IS HEREBY ACKNOWLEDGED.  If not checked, the appropriate prospectus will be
    mailed to you.

SIGNED AT      Hartford, CT        ON   2-4-94                             /s/ James Scott
          ------------------------    ----------                  ------------------------------------------------------------------
               City, State               Date                     (Contract Owner's signature)

 Do you, as Agent, have reason to believe the contract applied
 for will replace existing annuities or insurance? / / Yes /X/ No ------------------------------------------------------------------
                                                                  (Joint Contract Owner's signature)

LICENSED
AGENT               /s/ John Adams                                Broker/Dealer           Paine Webber
               ---------------------------------                                ----------------------------------------------------
                         (signature)

                        John Adams                               Address             Financial Plaza, Hartford, CT
               ---------------------------------                         -----------------------------------------------------------
                         (print)

                                                                 Telephone #   (203) 547-5000
               ---------------------------------                             -------------------------------------------------------
             (License I.D. # (Florida Agents Only)
</TABLE>


<PAGE>

                                                            Exhibit (b)(6)(a)



                      SECOND AMENDMENT OF RESTATED ARTICLES
                         ITT LIFE INSURANCE CORPORATION

Amendment of Restated Articles in duplicate are hereby executed by the
undersigned, William E. Sweeney, President, and L. L. Kohlhof, Vice President
and Secretary, of ITT Life Insurance Corporation, a Wisconsin corporation as
follows:

     On March 15, 1993, the following amendment to the Restated Articles of
     Incorporation of ITT Life Insurance Corporation was duly adopted by the
     written consent of all the shareholders and the Company's Board of
     Directors:

          RESOLVED, that the First and Second Articles of the Company's Restated
          Articles of Incorporation be and are hereby amended and restated as
          follows.  All other Articles of the Restated Articles of Incorporation
          are unchanged and continue in full force and effect.

               "FIRST:   The name of the Corporation is ITT Hartford Life and
                         Annuity Insurance Company."

               "SECOND:  The name of the Registered Agent of the Corporation is
                         CT Corporation Systems and the address of the
                         Registered Office is 44 East Miffilin Street, Madison,
                         Wisconsin 53703."

          FURTHER RESOLVED, that the directors and officers of the Company be
          and they are hereby authorized and directed to take whatever action
          may be required by law to give effect to this amendment of the
          Restated Articles of Incorporation.


Dated:     March 15, 1993                 /s/ William E. Sweeney
- -------------------------------------    ------------------------------------
                                         William E. Sweeney, President

           (Seal)

                                          /s/ L. L. Kohlhof
                                         ------------------------------------
                                         L. L. Kohlhof, Vice President
                                                        & Secretary
<PAGE>
STATE OF MINNESOTA)
                  )  SS
COUNTY OF HENNEPIN)


On this 15th day of March, 1993, before me appeared William E. Sweeney, to me
personally known, who, being by me duly sworn, did say that he is the President
of ITT Life Insurance Corporation, and that the seal affixed to the foregoing
instrument is the corporate seal of the corporation, and that the instrument was
executed in behalf of the corporation by authority of its Board of Directors,
and said William E. Sweeney acknowledged the instrument to be the free act and
deed of the corporation.


                                        /s/ Tami L. Johnson
[SEAL]                                  ---------------------------------------
                                        Notary Public

                                        My commission expires on
                                        9/10/97
STATE OF MINNESOTA)
                  ) ss
COUNTY OF HENNEPIN)


On this 15th day of March, 1993, before me appeared L. L. Kohlhof, who
acknowledged himself to be the Vice President and Secretary of ITT Life
Insurance Corporation, and that he, as such Secretary by authority to do so,
executed the foregoing instrument for the purposes therein contained, by signing
the name of the corporation by himself as Secretary.


                                        /s/ Tami L. Johnson
                                        ---------------------------------------
                                        Notary Public

                                        My commission expires on
                                        9/10/97
[SEAL]

<PAGE>

                         AMENDMENT OF RESTATED ARTICLES
                         ITT LIFE INSURANCE CORPORATION



Amendment of Restated Articles in duplicate are hereby executed by the
undersigned, Robert W. MacDonald, President, and L. L. Kohlhof, Vice
President and Secretary, of ITT Life Insurance Corporation, a Wisconsin
corporation, as follows:

    On July 27, 1984 the following amendment to the Restated Articles
    of Incorporation of ITT Life Insurance Corporation was duly adopted
    by the written consent of all the shareholders and the Company's
    Board of Directors:

        RESOLVED, That the Fourth Article of the corporation's Restated
        Articles of Incorporation be and it is hereby amended and
        restated as follows.  All other Articles of the Restated Articles
        of incorporation are unchanged and to continue in full force
        and effect.

       "FOURTH:  The aggregate number of shares which the corporation
        shall have authority to issue is 3,000 shares consisting of
        one class only, designated as Common Shares, of the par value
        of $1,250 per share."

        FURTHER RESOLVED, That the directors and officers of the corporation
        be and they are hereby authorized and directed to take whatever
        action may be required by law to give effect to this amendment of
        the Restated Articles of Incorporation.



Dated:    August 6, 1984                     /s/ Robert W. MacDonald
      -----------------------               ------------------------------
                                            Robert W. MacDonald, President


                                             /s/ L. L. Kohlhof
                                            -------------------------------
                                            L. L. Kohlhof, Vice President &
                                                           Secretary

[SEAL]
<PAGE>



STATE OF MINNESOTA )
                   ) ss
COUNTY OF HENNEPIN )

On this 6th day of August, 1984, before me appeared Robert W. MacDonald,
to me personally known, who, being by me duly sworn, did say that he is
the President of ITT Life Insurance Corporation, and that the seal affixed
to the foregoing instrument is the corporate seal of the corporation, and
that the instrument was executed in behalf of the corporation by authority
of its Board of Directors, and said Robert W. MacDonald acknowledged the
instrument to be the free act and deed of the corporation.



                                            /s/ Steven Puck
                                         ---------------------
                                             Notary Public


                                         My commission expires on
                                              October 22, 1985 (SEAL)


STATE OF MINNESOTA )
                   ) ss
COUNTY OF HENNEPIN )

On this 6th day of August, 1984, before me appeared L. L. Kohlhof, who
acknowledged himself to be the Vice President and Secretary of ITT Life
Insurance Corporation, and that he, as such Secretary by authority to do
so, executed the foregoing instrument for the purposes therein contained,
by signing the name of the corporation by himself as Secretary.



                                            /s/ Steven Puck
                                         ---------------------
                                             Notary Public


                                         My commission expires on
                                              October 22, 1985 (SEAL)


<PAGE>

                       RESTATED ARTICLES OF INCORPORATION

                         ITT LIFE INSURANCE CORPORATION



     These Restated Articles of Incorporation give effect to amendments of the
Articles of Incorporation and otherwise purport merely to restate all those
provisions already in effect.  These Restated Articles of Incorporation have
been adopted by the sole shareholder and shall supersede and take the place of
the heretofore existing Articles of Incorporation and amendments thereto.

     FIRST:  The name of the corporation is ITT Life Insurance Corporation.

     SECOND:  The address of the Registered Office of the Corporation is Whyte
and Hirschboeck,  111 East Wisconsin Avenue, Milwaukee, Wisconsin 53202.  The
name of the Registered Agent at such address is Joseph C. Branch.

     THIRD:  The Corporation may make insurance upon lives, may grant and issue
annuities, either in connection with or separate from contracts of insurance
predicated upon life risks, may issue policies stipulated to be with or without
participation in profits, may issue policies or certificates of insurance
against loss of life or personal injury resulting from any cause, and against
loss resulting from disease or accident, and against any other casualty or risk
which may be subject to life, accident or health insurance. Said Corporation
in addition to the foregoing is authorized generally to do a life, accident
and health insurance business, and is authorized to insure against any and all
hazards against which life, accident and health insurance companies are
authorized to insure by the laws of this state, or of any other state or
territory of the United States or foreign countries in which the company may
be licensed to carry on business.  In addition to the foregoing powers, the
purposes of said Corporation are all those permitted by Section 610.21 of
the Wisconsin Statutes.


     FOURTH:  The aggregate number of shares which the corporation shall have
authority to issue is 2,000 shares consisting of one class only, designated as
Common Shares, of the par value of $1,000 per share.


     FIFTH:  No shareholder shall, because of his ownership of shares, have a
preemptive or other right to purchase, subscribe for, or take any part of any
shares or any part of the notes, debentures, bonds, or other securities
convertible into or carrying options or warrants to purchase shares of this
corporation issued, optioned, or said by it after its incorporation.

<PAGE>
                                       -2-



     SIXTH:  Amendments to these Articles of Incorporation may be made at any
special meeting of shareholders duly called for that purpose, or at any annual
meeting of shareholders, provided that a statement of the nature of the proposed
amendment is included in the Notice of Meeting, upon receiving the affirmative
vote of the holders of at least two-thirds of the shares entitled to vote
thereon.



Dated: March 26, 1982                   ITT Life Insurance Corporation



                                        By  /s/ Raymond H. Deck
                                          ---------------------------------
                                          Raymond H. Deck
                                          Chairman of the Board
Attest:


/s/ William A. McMahon
- -----------------------------------
William A. McMahon
Secretary


6104D/82D



This document was drafted
by: William A. McMahon



<PAGE>

                                                          EXHIBIT (b)(6)(b)

                                 AMENDED BYLAWS



                                       OF



                  ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY



                    (formerly ITT LIFE INSURANCE CORPORATION)



                             EFFECTIVE MARCH 23, 1993





<PAGE>
                                    ARTICLE I

                               Name  -  Home Office

SECTION 1.  This company shall be named ITT Hartford and Annuity Life
Insurance Company.

SECTION 2.  The Company may have such principal and other business offices,
either within or without the State of Wisconsin, as the Board of Directors may
designate or as the business of the Company may require.

SECTION 3. The registered office of the Company required by law to be
maintained in the State of Wisconsin may be, but need not be, identical with
the principal office in the State of Wisconsin.


                                   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 Board of 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  or Vice Chairman of the Board,
the President or any Vice President.

SECTION 4.  Notice of stockholders' meetings shall be delivered to each
stockholder, either personally or by mail 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 at all meetings of
the Company for each share of stock held by such stockholder.  Proxies may be
authorized by written power of attorney.

SECTION 7.  A majority of the total number of shares entitled to vote,
represented in person or by proxy, shall constitute a quorum.

<PAGE>

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.


                                   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 the stockholders at each annual meeting.  Vacancies occurring between
annual meetings may be filled by the affirmative vote of a majority of the
Directors then in office.  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, and attendance of a Director at a meeting shall constitute a waiver of
notice of such meeting except where a Director attends a meeting and objects
thereat to the transaction of any business on grounds that the meeting was not
lawfully called or convened.

SECTION 4. A majority of the number of existing directorships, but not less than
two Directors, shall constitute a quorum.


                                   ARTICLE IV

                   Election of Officer - Duties of Board of
                       Directors and Executive Committee


SECTION 1. The Board of Directors shall annually elect a President, a Secretary
and a Treasurer.  It may elect a Chairman of the Board, a Vice Chairman of the
Board and such Vice Presidents, other Secretaries, Assistant Secretaries,
Assistant Treasurers and other officers as it may determine.  All officer of
the Company shall hold office during the pleasure of the Board of Directors.

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

                                      - 2 -
<PAGE>

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.  Meetings of the Committee shall be called whenever the Chairman of
the Board, the President or a majority of its members shall request.

SECTION 4.   The Board of Directors may annually appoint from its own number a
Finance Committee of not less than three Directors, whose duties shall be as
hereinafter provided.

SECTION 5.    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.

For all meetings, forty-eight hours' notice shall be given but notice may be
waived, at any time, in writing, and attendance of a Director at a meeting shall
constitute a waiver of notice of such meeting except where a Director attends a
meeting and objects thereat to the transaction of any business on grounds that
the meeting was not lawfully called or convened.

SECTION 6. The Board of Directors may authorize corporate 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
                                       and
                           Vice 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
Vice Chairman shall preside in his place if there be one, otherwise the
President shall preside.

SECTION 2.  The Vice Chairman of the Board shall, in the absence of the Chairman
of the Board, exercise the powers and perform the duties of the Chairman of the
Board.  He shall perform such other duties and have such other powers as may be
assigned to him by the Board of Directors.


                                       -3-
<PAGE>

                                    President

SECTION 3. The President, unless the Board of Directors shall otherwise order
pursuant to Section 7 below, shall be the chief executive officer of the Company
and, subject to the control of the Board of Directors, shall in general
supervise and control all the business and affairs of the Company.  Unless
the Board of Directors shall provide otherwise, he shall, when present, preside
at all meetings of the shareholders and shall preside at all meetings of the
Board of Directors unless the Board shall have elected a Chairman of the Board
of Directors.  He shall have authority, subject to such rules as may be
prescribed by the Board of Directors, to appoint such agents and employees of
the Company as he shall deem necessary, to prescribe their powers, duties and
compensation, and to delegate authority to them.  Such agents and employees
shall hold office at the discretion of the President.  Except as otherwise
provided in these Bylaws or by resolution of the Board of Directors, the
President shall have authority to sign, execute and acknowledge, on behalf of
the Company all contracts, reports and other documents or instruments necessary
or proper to be executed in the course of the Company's regular business, or
which shall be authorized by resolution of the Board of Directors; and except as
otherwise provided by law or the Board of Directors, he may authorize any Vice
President or other officer or agent of the Company to sign, execute and
acknowledge such documents or instruments in his place and stead.  In general,
he shall perform all duties incident to the office of the chief executive
officer and such other duties as may be prescribed by the Board of Directors
from time to time.

If the President is not the chief executive officer, he shall have such duties
and authority as prescribed by the Board of Directors or the chief executive
officer.

SECTION 4.   In the absence or inability of the President to perform his duties,
the Board or the Chairman thereof may designate a Vice President to exercise the
powers and perform the duties of the President during such absence or inability.


                                    Secretary

SECTION 5.  The Secretary 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 the 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.


                                       -4-
<PAGE>

                                    Treasurer

SECTION 6.  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, the Finance Committee or
a duly authorized individual.  He shall have charge of all moneys paid to the
Company and shall deposit such 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 Bylaws.  He shall also discharge all other duties
that may be required of him by law.

                                 Other Officers


SECTION 7.  The other officers shall perform such duties as may be assigned to
them by the President or the Board of Directors.  The Board of Directors may
designate the Chairman of the Board or the Vice Chairman as the chief executive
officer of the Company.  In such event that person shall assume all authority,
power, duties and responsibilities otherwise appointed to the President pursuant
to Section 3 above, and all references to the President in these Bylaws shall
be regarded as references to the Chairman of the Board or Vice Chairman,  as the
case may be, as such chief executive officer, except where a contrary meaning is
clearly required, and provided that in no case shall that person be empowered in
place of the President to sign the certificates for shares of stock of the
Company.

                                   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


                                       -5-
<PAGE>

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 Vice
Chairman, 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.

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 withdrawal
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


                                       -6-
<PAGE>

Company to be signed by Managers, General Agents, or employees of the Company,
provided that all such checks or drafts shall be signed by two such
authorized persons, except checks or drafts used for the payment of claims or
losses which need to be signed by only one such authorized 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.

                                  ARTICLE VIII

                             Liability and Indemnity

SECTION 1.   No person shall be liable to the Company for any loss or damage
suffered by it on account of any action taken or omitted to be taken by him
as director or officer of the Company, or of any other company, partnership,
joint venture, trust or other enterprise for  which he serves as a director,
officer or employee at the request of the Company, in good faith, if such
person (a) exercised and used the same degree of care and skill as a prudent
man would have exercised or used under the circumstances in the conduct of
his own affairs, or (b) took or omitted to take such action in reliance upon
advice of counsel for the Company or upon statements made or information
furnished by officers or employees of the Company which he had reasonable
grounds to believe to be true.  The foregoing shall not be exclusive of other
rights and defenses to which he may be entitled as a matter of law.

SECTION 2.  The Company shall indemnify any person who was or is a party or
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, (other than one by or in the right of the Company) by
reason of the fact that he is or was a director, officer or employee of the
Company, or is or was serving at the request of the Company as a director,
officer or employee of another company, partnership, joint venture, trust or
other enterprise, against expenses, including attorneys' fees, judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of
the Company, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.  The termination of any
action, suit or 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 and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal action or proceeding had reasonable
cause to believe that his conduct was unlawful.

                                       -7-
<PAGE>

SECTION 3.   The Company shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, by or in the right of the Company to procure a judgment in
its favor by reason of the fact that he is or was a director, officer or
employee of the Company, or is or was serving at the request of the Company as a
director, officer or employee of another company, partnership, joint venture,
trust or other enterprise against expenses, including attorneys' fees, actually
and reasonably incurred by him in connection with the defense or settlement of
such action or suit, if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Company, except
that no indemnification shall be made in respect of any claim, issue or matter
as to which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the Company unless and only to the
extent that the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability and in view of all
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses as such court shall deem proper.

SECTION 4.  Expenses, including attorneys' fees, incurred in defending a civil
or criminal action, suit or proceeding may be paid by the Company in advance of
the final disposition of such action, suit or proceeding, upon receipt of an
undertaking by or on behalf of the director or employee to repay such amount
unless it shall ultimately be determined that he is entitled to be indemnified
by the Company as authorized hereby.

SECTION 5.  The indemnification provided by this Article shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any statute, bylaw, agreement, vote of shareholders or of disinterested
directors or otherwise, both as to action in an official capacity and as to
action in another capacity while holding such office, and shall continue as to
a person who has ceased to be a director, officer or employee and shall inure
to the benefit of the heirs, executors and administrators of such a person.


                                   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 of the
substance thereof.  Bylaws amended or adopted by the stockholders may be amended
or repealed by the Directors.

                                       -8-

<PAGE>

This is to certify that the foregoing is a true copy of the Bylaws of ITT
Hartford Life and Annuity Insurance Company in full force and effect on this
29th day of July, 1993.

Attest:

                             /s/ Dave T. Schrandt
                        --------------------------------
                                        Dave T. Schrandt
                              Vice President, Controller

                                       -9-


<PAGE>

                              ARTHUR ANDERSON LLP


               CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


As independent public accountants, we hereby consent to the use of our reports
(and to all references to our Firm) included in or made a part of this
Registration Statement File No. 33-73568 on Form N-4 for ITT Hartford Life
and Annuity Insurance Company.



Hartford, Connecticut
April 21, 1995






<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-END>                               DEC-31-1994
<INVESTMENTS-AT-COST>                    1,851,767,506
<INVESTMENTS-AT-VALUE>                   1,770,362,046
<RECEIVABLES>                                2,796,555
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                           1,773,158,601
<PAYABLE-FOR-SECURITIES>                     2,720,601
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                          2,720,601
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                                0
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                             1,770,438,000
<DIVIDEND-INCOME>                           40,507,847
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                              40,827,675
<EXPENSES-NET>                            (18,258,744)
<NET-INVESTMENT-INCOME>                     63,076,778
<REALIZED-GAINS-CURRENT>                     (207,190)
<APPREC-INCREASE-CURRENT>                (102,681,643)
<NET-CHANGE-FROM-OPS>                     (39,812,055)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                              0
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                     772,052,116
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<PAGE>


                 ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY

                                POWER OF ATTORNEY

                                Bruce D. Gardner
                                Joseph H. Gareau
                                 Joseph Kanarek
                                 Thomas M. Marra
                                Lowndes A. Smith
                               Lizabeth H. Zlatkus
                             Donald J. Znamierowski

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

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

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

/s/ Joseph H. Gareau                       Dated:
- ----------------------------------               ---------------------------
    Joseph H. Gareau

/s/ Joseph Kanarek                         Dated:     12-9-94
- ----------------------------------               ---------------------------
    Joseph Kanarek

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

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

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

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





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