ITT HARTFORD LIFE & ANNUITY INSURANCE CO SEPARATE ACCOUNT ON
485BPOS, 1996-05-01
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<PAGE>

                                                 File No. 33-73568
                                                          811-7426

                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549

                                       FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

    Pre-Effective Amendment No.                            /   /
                                -----
    Post-Effective Amendment No.  3                        / X /
                                 ------
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

    Amendment No.  3                                       / X /
                  -----

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

                   ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
                                 (Name of Depositor)

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

                                    (860) 843-7563
                 (Depositor's Telephone Number, Including Area Code)

                              SCOTT K. RICHARDSON, ESQ.
                        ITT HARTFORD LIFE INSURANCE COMPANIES
                                    P.O. BOX 2999
                               HARTFORD, CT  06104-2999
                       (Name and Address of Agent for Service)

 It is proposed that this filing will become effective:

                   immediately upon filing pursuant to paragraph (b) of Rule 485
   ----------
       X      on May 1, 1996 pursuant to paragraph (b) of Rule 485
     -------
              60 days after filing pursuant to paragraph (a)(1) of Rule 485
   ----------
              on May 1, 1996 pursuant to paragraph (a)(1) of Rule 485
   ----------
              this post-effective amendment designates a new effective date for
   ---------- a previously filed post-effective amendment.

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

<PAGE>

 RECENT FISCAL YEAR WAS FILED ON OR ABOUT FEBRUARY 29, 1996.


<PAGE>



 
                                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, the
         Annuity Contracts             Fixed Account, and Surrender Benefits
    

     8.  Annuity Period                Annuity Benefits

     9.  Death Benefit                 Death Benefits

    10.  Purchases and                 The Contract, Contracts Offered, Premium
         Contract Value                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             Table of Contents (Part B)
         of the Statement
         of Additional
         Information

    15.  Cover Page                    Part B; Statement of Additional
                                       Information

    16.  Table of Contents             Table of Contents

   
    17.  General Information and       Information
         History
    

    18.  Services                      None
    


<PAGE>


    19.  Purchase of Securities        Distribution of Contracts
         being Offered

    20.  Underwriters                  Distribution of Contracts

   
    21.  Calculation of                Calculation of Yield and Return
         Performance Data
    

    22.  Annuity Payments              Annuity Benefits
    
    23.  Financial Statements          Financial Statements

    24.  Financial Statements          Financial Statements and
         and  Exhibits                 Exhibits

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

    26.  Persons Controlled by or      Persons Controlled by or Under
         Under Common Control with     Common Control with the
         the Depositor or Registrant   Depositor or Registrant
         
    27.  Number of Contract Owners     Number of Contract Owners

    28.  Indemnification               Indemnification

    29.  Principal Underwriters        Principal Underwriters

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

    31.  Management Services           Management Services

    32.  Undertakings                  Undertakings
<PAGE>
   [LOGO]
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                                                                 <C>
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
SEPARATE ACCOUNT ONE
P.O. BOX 5085
HARTFORD, CONNECTICUT 06102-5085                                    THE DIRECTOR
TELEPHONE: 1-800-862-6668 (CONTRACT OWNERS)
           1-800-862-7155 (INVESTMENT REPRESENTATIVES)
</TABLE>
 
- --------------------------------------------------------------------------------
 
This  Prospectus describes  The Director, an  individual and  group tax deferred
variable  annuity   contract   designed   for   retirement   planning   purposes
("Contracts").
 
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 (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.
 
<TABLE>
<S>                                           <C>  <C>
Advisers Fund Sub-Account                     --   shares of Hartford Advisers Fund, Inc. ("Advisers Fund")
Bond Fund Sub-Account                         --   shares of Hartford Bond Fund, Inc. ("Bond Fund")
Capital Appreciation Fund Sub-Account         --   shares  of  Hartford   Capital  Appreciation  Fund,   Inc.
                                                   ("Capital    Appreciation   Fund")    (formerly   Hartford
                                                   Aggressive Growth Fund, Inc.)
Dividend and Growth Fund Sub-Account          --   shares  of  Hartford  Dividend   and  Growth  Fund,   Inc.
                                                   ("Dividend and Growth")
Index Fund Sub-Account                        --   shares of Hartford Index Fund, Inc. ("Index Fund")
International Advisers Fund Sub-Account       --   shares  of  Hartford  International  Advisers  Fund,  Inc.
                                                   ("International Advisers Fund")
International Opportunities Fund Sub-Account  --   shares of Hartford International Opportunities Fund,  Inc.
                                                   ("International Opportunities Fund")
Money Market Fund Sub-Account                 --   shares  of  HVA  Money Market  Fund,  Inc.  ("Money Market
                                                   Fund")
Mortgage Securities Fund Sub-Account          --   shares  of   Hartford  Mortgage   Securities  Fund,   Inc.
                                                   ("Mortgage Securities Fund")
Stock Fund Sub-Account                        --   shares of Hartford Stock Fund, Inc. ("Stock Fund")
</TABLE>
 
This  Prospectus sets forth the information  concerning the Separate Account and
the Fixed Account that investors  should know before investing. This  Prospectus
should  be kept for future reference.  Additional information about the Separate
Account and the Fixed  Account has been filed  with the Securities and  Exchange
Commission and is available without charge upon request. To obtain the Statement
of  Additional Information  send a  written request  to Hartford  Life Insurance
Company, Attn:  Annuity  Marketing  Services  ,  P.O.  Box  5085,  Hartford,  CT
06102-5085.  The Table of  Contents for the  Statement of Additional Information
may be  found  on  page 31  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, 1996
Statement of Additional Information Dated: May 1, 1996
<PAGE>
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
 SECTION                                                                   PAGE
 ------------------------------------------------------------------------  ----
 <S>                                                                       <C>
 GLOSSARY OF SPECIAL TERMS...............................................    2
 FEE TABLE...............................................................    5
 ACCUMULATION UNIT VALUES................................................    6
 INTRODUCTION............................................................    8
 ITT HARTFORD, SEPARATE ACCOUNT ONE, THE FIXED ACCOUNT AND THE FUNDS.....    9
   ITT Hartford Life and Annuity Insurance Company.......................    9
   Separate Account One..................................................    9
   The Funds.............................................................   10
   The Fixed Account.....................................................   12
   Performance Related Information.......................................   12
 THE CONTRACTS...........................................................   13
   Contracts Offered.....................................................   13
   Premium Payments and Initial Allocations..............................   13
   Contract Value........................................................   14
   Transfers Between the Sub-Accounts/Fixed Account......................   14
   Charges Under the Contract............................................   15
   Death Benefits........................................................   17
   Surrender Benefits....................................................   18
   Annuity Benefits......................................................   19
   Other Information.....................................................   21
 FEDERAL TAX CONSIDERATIONS..............................................   22
   A. General............................................................   22
   B. Taxation of ITT Hartford and the Separate Account..................   22
   C. Taxation of Annuities -- General Provisions Affecting Purchasers
      other than Qualified Retirement Plans..............................   22
   D. Federal Income Tax Withholding.....................................   26
   E. General Provisions Affecting Qualified Retirement Plans............   26
   F. Annuity Purchases by Nonresident Aliens and Foreign Corporations...   26
 MISCELLANEOUS...........................................................   26
   How Contracts Are Sold................................................   26
   Legal Matters and Experts.............................................   26
   Additional Information................................................   27
 APPENDIX I -- INFORMATION REGARDING TAX QUALIFIED PLANS.................   28
 TABLE OF CONTENTS FOR STATEMENT OF ADDITIONAL INFORMATION...............   31
</TABLE>
 
                                       1
<PAGE>
                           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 a group unallocated Contract, 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.
 
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 10  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 Services.
 
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 17.
 
NON-QUALIFIED  CONTRACT: A Contract  which is not  classified as a tax-qualified
retirement plan using pre-tax dollars under the Internal Revenue Code.
 
                                       2
<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.
 
QUALIFIED CONTRACT: A  Contract which  qualifies as  a tax-qualified  retirement
plan  using  pre-tax  dollars  under  the  Internal  Revenue  Code,  such  as an
employer-sponsored 401(k) plan or an Individual Retirement Annuity (IRA).
 
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.
 
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.
 
                                       3
<PAGE>
                                   FEE TABLE
                                    SUMMARY
 
                      Contract Owner Transaction Expenses
                               (All Sub-Accounts)
 
<TABLE>
 <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 (2)...........................................  $   30
 Annual Expenses-Separate Account (as percentage of average account
   value)
     Mortality and Expense Risk....................................   1.250%
</TABLE>
 
                         Annual Fund Operating Expenses
                         (as percentage of net assets)
 
<TABLE>
<CAPTION>
                                                                        TOTAL FUND
                                                  MANAGEMENT   OTHER    OPERATING
                                                     FEES     EXPENSES   EXPENSES
                                                  ----------  --------  ----------
 <S>                                              <C>         <C>       <C>
 Hartford Bond Fund..............................   0.497%     0.028%     0.525%
 Hartford Stock Fund.............................   0.455%     0.020%     0.475%
 HVA Money Market Fund...........................   0.421%     0.025%     0.446%
 Hartford Advisers Fund..........................   0.625%     0.021%     0.646%
 Hartford Capital Appreciation Fund..............   0.655%     0.021%     0.676%
 Hartford Mortgage Securities Fund...............   0.425%     0.041%     0.466%
 Hartford Index Fund.............................   0.375%     0.014%     0.389%
 Hartford International Opportunities Fund.......   0.713%     0.147%     0.860%
 Hartford Dividend & Growth Fund.................   0.750%     0.023%     0.773%
 Hartford International Advisers Fund (3)........   0.750%     0.479%     1.229%
</TABLE>
 
- ------------------------------
 
(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.
    Pursuant  to requirements of the 1940 Act,  the Annual Contract Fee has been
    reflected in the Examples by a method intended to show the "average"  impact
    of  the Annual Contract  Fee on an  investment in the  Separate Account. The
    Annual Contract Fee is deducted only  when the accumulated value is  $50,000
    or  less. In the Example, the Annual Contract Fee is approximated as a 0.08%
    annual asset charge based on the experience of the Contracts.
 
(3) In 1995, a portion of  the International Advisers Fund management fees  were
    waived.  With this waiver, the 1995  total fund operating expenses ratio was
    .650%. Due to asset growth, no management fee waiver is needed in 1996.
 
EXAMPLE
 
<TABLE>
<CAPTION>
                               If you surrender your  contract   If  you annuitize at the end of   If you  do not  surrender  your
                               at  the  end of  the applicable   the applicable time period: You   contract:  You  would  pay  the
                               time  period: You would pay the   would   pay    the    following   following  expenses on a $1,000
                               following expenses on a  $1,000   expenses on a $1,000              investment,   assuming   a   5%
                               investment,   assuming   a   5%   investment,   assuming   a   5%   annual return on assets:
                               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   1 YEAR 3 YEARS 5 YEARS 10 YEARS
                               ------ ------- ------- --------   ------ ------- ------- --------   ------ ------- ------- --------
 <S>                           <C>    <C>     <C>     <C>        <C>    <C>     <C>     <C>        <C>    <C>     <C>     <C>
 Hartford Bond Fund...........  $ 79   $ 109   $ 141    $ 219     $ 18   $  58   $ 100    $ 218     $ 19   $  59   $ 101    $ 219
 Hartford Stock Fund..........    79     107     139      214       18      56      98      212       19      57      99      214
 HVA Money Market Fund........    78     106     137      210       17      55      96      209       18      56      97      210
 Hartford Advisers Fund.......    80     113     147      232       19      62     107      231       20      63     107      232
 Hartford Capital Appreciation
   Fund.......................    81     114     149      235       20      63     108      234       21      64     109      235
 Hartford Mortgage Securities
   Fund.......................    78     107     138      213       18      56      97      212       18      57      98      213
 Hartford Index Fund..........    78     105     134      204       17      54      93      203       18      55      94      204
 Hartford International
   Opportunities Fund.........    82     119     159      254       22      68     118      253       22      69     119      254
 Hartford Dividend & Growth
   Fund.......................    82     117     154      245       21      66     113      244       22      67     114      245
 Hartford International
   Advisers Fund..............    86     131     178      292       25      80     137      291       26      81     138      292
</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  Funds.
Premium taxes may also be applicable.
 
    This  EXAMPLE should  not be considered  a representation of  past or future
expenses and actual expenses may be greater or less than those shown.
 
                                       5
<PAGE>
                            ACCUMULATION UNIT VALUES
 
          (FOR AN ACCUMULATION UNIT OUTSTANDING THROUGHOUT THE PERIOD)
 
    The  following  information in  so far  as  it relates  to the  period ended
December 31, 1995, has been examined by Arthur Andersen LLP, independent  public
accountants,  whose report  thereon is included  in the  Statement of Additional
Information, which is incorporated by reference to this Prospectus.
 
<TABLE>
<CAPTION>
                                           YEAR ENDED DECEMBER 31,
                                          --------------------------
                                            1995     1994     1993
                                          -------- -------- --------
 BOND FUND SUB-ACCOUNT
 <S>                                      <C>      <C>      <C>
 Accumulation unit value at beginning of
   period................................ $  1.607 $  1.694 $  1.556
 Accumulation unit value at end of
   period................................ $  1.880 $  1.607 $  1.694
 Number accumulation units outstanding at
   end of period (in thousands).......... 48,354   33,950   23,803
 STOCK FUND SUB-ACCOUNT
 Accumulation unit value at beginning of
   period................................ $  2.180 $  2.250 $  1.993
 Accumulation unit value at end of
   period................................ $  2.887 $  2.180 $  2.250
 Number accumulation units outstanding at
   end of period (in thousands).......... 186,727  110,928  60,431
 MONEY MARKET FUND SUB-ACCOUNT
 Accumulation unit value at beginning of
   period................................ $  1.462 $  1.424 $  1.401
 Accumulation unit value at end of
   period................................ $  1.528 $  1.462 $  1.424
 Number accumulation units outstanding at
   end of period (in thousands).......... 66,468   30,871   14,881
 ADVISERS FUND SUB-ACCOUNT
 Accumulation unit value at beginning of
   period................................ $  1.991 $  2.072 $  1.870
 Accumulation unit value at end of
   period................................ $  2.523 $  1.991 $  2.072
 Number accumulation units outstanding at
   end of period (in thousands).......... 645,105  414,318  244,980
 CAPITAL APPRECIATION FUND SUB-ACCOUNT
 Accumulation unit value at beginning of
   period................................ $  2.615 $  2.583 $  2.165
 Accumulation unit value at end of
   period................................ $  3.364 $  2.615 $  2.583
 Number accumulation units outstanding at
   end of period (in thousands).......... 216,591  116,535  58,645
 MORTGAGE SECURITIES FUND SUB-ACCOUNT
 Accumulation unit value at beginning of
   period................................ $  1.637 $  1.685 $  1.604
 Accumulation unit value at end of
   period................................ $  1.878 $  1.637 $  1.685
 Number accumulation units outstanding at
   end of period (in thousands).......... 31,288   20,674   28,380
 INDEX FUND SUB-ACCOUNT
 Accumulation unit value at beginning of
   period................................ $  1.750 $  1.755 $  1.629
 Accumulation unit value at end of
   period................................ $  2.359 $  1.750 $  1.755
 Number accumulation units outstanding at
   end of period (in thousands).......... 32,779   12,030   7,491
 INTERNATIONAL OPPORTUNITIES FUND
   SUB-ACCOUNT
 Accumulation unit value at end of
   period................................ $  1.181 $  1.220 $  0.924
 Accumulation unit value at end of
   period................................ $  1.329 $  1.181 $  1.220
 Number accumulation units outstanding at
   end of period (in thousands).......... 222,606  175,763  66,084
 DIVIDEND & GROWTH FUND SUB-ACCOUNT
 Accumulation unit value at beginning of
   period................................ $  1.009 $  1.000(b)
 Accumulation unit value at end of
   period................................ $  1.359 $  1.009
 Number accumulation units outstanding at
   end of period (in thousands).......... 101,085  21,973
 INTERNATIONAL ADVISERS FUND SUB-ACCOUNT
 Accumulation unit value at beginning of
   period................................ $  1.000(c)
 Accumulation unit value at end of
   period................................ $  1.146
 Number accumulation units outstanding at
   end of period (in thousands).......... 10,717
</TABLE>
 
- ---------
(a) Inception date May 1, 1993.
(b) Inception date March 8, 1994.
(c) Inception date March 1, 1995.
 
                                       6
<PAGE>
                                  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 9; "The
Contracts" page 13; and "The Separate Account" page 9.) 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 13.) Generally, the 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 15.)
 
    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.  Generally, a  Contract Owner  may exercise his
right to cancel  the Contract  within 10  days of  delivery of  the Contract  by
returning the Contract to 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 to the  Contract Owner. The duration  of
the  right to cancel period  and ITT Hartford's obligation  to either return the
Contract Value or the original Premium Payment will depend on state law.
 
    The investment options  for the  contracts are the  Hartford Advisers  Fund,
Inc.,  Hartford  Bond  Fund,  Inc., Hartford  Capital  Appreciation  Fund, Inc.,
Hartford Dividend and  Growth Fund,  Inc., Hartford Index  Fund, Inc.,  Hartford
International  Advisers Fund,  Inc., Hartford  International Opportunities Fund,
Inc., Hartford Mortgage Securities  Fund, Inc., Hartford  Stock Fund, Inc.,  HVA
Money  Market Fund, Inc. and  such other funds as shall  be offered from time to
time (the "Funds"), and  the Fixed Account.  (See "The Funds"  page 10 and  "The
Fixed  Account" page 12.) 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 14.)
 
    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 15). 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 18). 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 15.)
 
    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 17).  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 19).
 
                                       7
<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 was originally  incorporated under  the laws of
Wisconsin on January 9, 1956. ITT Hartford was redomiciled to Connecticut on May
1, 1996. It is a stock life insurance company engaged on the business of writing
both individual and group life insurance  and annuities in all states  including
the  District of  Columbia, except  New York.  The offices  of ITT  Hartford are
located in  Minneapolis, Minnesota;  however, its  mailing address  is P.O.  Box
5085, Hartford, Connecticut 06102-5085.
 
    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. On  December  20,  1995,  Hartford  Fire  Insurance  Company  became  an
independent, publicly traded corporation.
 
    ITT  Hartford is rated A+ (superior) from A.M. Best and Company, Inc. on the
basis of  its financial  soundness and  operating performance.  ITT Hartford  is
rated  AA+ rating by both Standard & Poor's  and Duff and Phelps 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.
 
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.
 
                                       8
<PAGE>
    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 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 BOND FUND, INC.
 
        To  achieve  maximum  current  income  consistent  with  preservation of
    capital by investing primarily in fixed-income securities.
 
 HARTFORD CAPITAL APPRECIATION FUND, INC. (FORMERLY HARTFORD AGGRESSIVE GROWTH
FUND, INC.)
 
        To achieve  growth of  capital  by investing  in equity  securities  and
    securities  convertible into equity securities  selected solely on the basis
    of potential  for capital  appreciation; income,  if any,  is an  incidental
    consideration.
 
 HARTFORD DIVIDEND AND GROWTH FUND, INC.
 
        To seek a high level of current income consistent with growth of capital
    and  reasonable investment risk by  investing primarily in equity securities
    and securities convertible into equity securities.
 
 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.*
 
 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.
 
* "STANDARD  & POOR'S-REGISTERED TRADEMARK-",  "S&P-REGISTERED TRADEMARK-", "S&P
  500-REGISTERED TRADEMARK-", "STANDARD & POOR'S 500", AND "500" ARE  TRADEMARKS
  OF  THE MCGRAW-HILL COMPANIES, INC. AND HAVE BEEN LICENSED FOR USE BY HARTFORD
  LIFE INSURANCE COMPANY.  THE INDEX FUND  IS NOT SPONSORED,  ENDORSED, SOLD  OR
  PROMOTED  BY  STANDARD  &  POOR'S  ("S&P")  AND  S&P  MAKES  NO REPRESENTATION
  REGARDING THE ADVISABILITY OF INVESTING IN THE INDEX FUND.
 
                                       9
<PAGE>
 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 the Contract Owner, and
 
    2. Vote  shares attributable to a Contract  for which no voting instructions
       are received in the same proportion as shares for which instructions  are
       received.
 
    If   any  federal   securities  laws   or  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.
 
    The  Funds  are available  only to  serve as  the underlying  investment for
variable annuity and variable life  insurance Contracts issued by ITT  Hartford.
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 ITT  Hartford 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.
 
                                       10
<PAGE>
THE FIXED ACCOUNT
 
    THAT PORTION OF THE CONTRACT RELATING TO THE FIXED ACCOUNT IS NOT REGISTERED
UNDER  THE SECURITIES  ACT OF  1933 ("1933  ACT") AND  THE FIXED  ACCOUNT IS NOT
REGISTERED AS AN  INVESTMENT COMPANY UNDER  THE INVESTMENT COMPANY  ACT OF  1940
("1940  ACT"). ACCORDINGLY, NEITHER THE FIXED  ACCOUNT NOR ANY INTERESTS THEREIN
ARE SUBJECT TO THE PROVISIONS OR RESTRICTIONS  OF THE 1933 ACT OR THE 1940  ACT,
AND  THE DISCLOSURE  REGARDING THE  FIXED ACCOUNT HAS  NOT BEEN  REVIEWED BY THE
STAFF OF THE SECURITIES AND EXCHANGE COMMISSION. THE FOLLOWING DISCLOSURE  ABOUT
THE  FIXED ACCOUNT MAY BE SUBJECT  TO CERTAIN GENERALLY APPLICABLE PROVISIONS OF
THE  FEDERAL  SECURITIES  LAWS  REGARDING  THE  ACCURACY  AND  COMPLETENESS   OF
DISCLOSURE.
 
    Premium Payments and Contract Values allocated to the Fixed Account become a
part  of the general assets of 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.
 
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   Bond  Fund,   Hartford  Capital
Appreciation 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
 
                                       11
<PAGE>
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  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.
 
    ITT  Hartford may provide  information on various  topics to Contract Owners
and prospective  Contract  Owners  in advertising,  sales  literature  or  other
materials.  These topics  may include  the relationship  between sectors  of the
economy and the economy as a whole and its effect on various securities markets,
investment strategies  and  techniques (such  as  value investing,  dollar  cost
averaging  and asset allocation), the  advantages and disadvantages of investing
in tax-advantaged and  taxable instruments, customer  profiles and  hypothetical
purchase  scenarios, financial management  and tax and  retirement planning, and
other investment alternatives, including  comparisons between the Contracts  and
the characteristics of and market for such alternatives.
 
                                 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  Contract
Value  on the  date of  receipt of  the request  for cancellation.  You bear the
investment risk during the period prior to the Company's receipt of request  for
cancellation.  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  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.
 
                                       12
<PAGE>
    The  number of Accumulation  Units in each  Sub-Account to be  credited to a
Contract will be determined by dividing the portion of the Premium Payment being
credited to  each Sub-Account  by the  value  of an  Accumulation Unit  in  that
Sub-Account on that date.
 
    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.
 
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 a Contract Owner or  by the attorney-in-fact pursuant to a power
of attorney by calling (800) 862-6668 or by the agent of record by calling (800)
862-7155. Telephone transfers  may not  be permitted  by some  states for  their
residents who purchase variable annuities.
 
    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  provide  certain
information for identification purposes. All transfer instructions by  telephone
are tape recorded.
 
    ITT  Hartford may permit the Contract  Owner to preauthorize transfers among
Sub-Accounts and  between  Sub-Accounts  and the  Fixed  Account  under  certain
circumstances.  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
 
                                       13
<PAGE>
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 under a power of attorney on behalf of more
than  one Contract Owner, or limiting the  dollar amount that may be transferred
between the Sub-Accounts and the  Fixed Account by a  Contract Owner at any  one
time.  Such restrictions  may be  applied in  any manner  reasonably designed to
prevent any use of the transfer right which is considered by 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.
 
    The charge  is a  percentage of  the  amount withdrawn  (not to  exceed  the
aggregate amount of the Premium Payments made) and equals:
 
<TABLE>
<CAPTION>
                         LENGTH OF TIME
          CHARGE      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
 
                                       14
<PAGE>
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  Extended
Withdrawal  Privilege rider allows an  Annuitant who attains age  70 1/2 under a
Qualified Plan to withdraw an amount  in excess of the Annual Withdrawal  Amount
to comply with IRS minimum distribution rules.
 
    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  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. ITT Hartford
will bear the loss in such  a situation. 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.
 
    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
 
                                       15
<PAGE>
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 BENEFIT
 
    The  Contracts  provide that  in  the event  the  Annuitant dies  before the
selected Annuity Commencement  Date, the  Contingent Annuitant  will become  the
Annuitant. If the Annuitant dies before the Annuity Commencement Date and either
(a)  there is no  designated Contingent Annuitant,  (b) the Contingent Annuitant
predeceases the Annuitant, or (c) if any Contract Owner dies before the  Annuity
Commencement  Date,  the Beneficiary  as determined  under the  Contract Control
Provisions, will receive the 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.
 
    GUARANTEED DEATH BENEFIT -- If, upon death prior to the Annuity Commencement
Date, the Annuitant or Contract Owner, as applicable, had not attained his  90th
birthday,  the Beneficiary will  receive the greatest of  (a) the Contract Value
determined as of the day  written proof of death of  such person is received  by
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. 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.
 
    If  the  deceased,  the  Annuitant or  Contract  Owner,  as  applicable, had
attained age 90, then the Death Benefit will equal the Contract Value.
 
    PAYMENT OF DEATH BENEFIT -- Death  Benefit proceeds will remain invested  in
the Separate Account in accordance with the allocation instructions given by the
Contract  Owner  until  the  proceeds  are paid  or  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. The  proceeds
due on the death may be applied to provide variable payments, fixed payments, or
a combination of variable and fixed payments.
 
    However,  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 Contract Value and the Maximum
Anniversary Value of the Contract will  be unaffected by treating the spouse  as
the Contract Owner.
 
                                       16
<PAGE>
    If the Contract is owned by a corporation or other non-individual, the Death
Benefit   payable  upon  the  death  of  the  Annuitant  prior  to  the  Annuity
Commencement Date will be payable only as  one sum or under the same  settlement
options  and in the same  manner as if an individual  Contract Owner died on the
date of the Annuitant's death.
 
    There may be postponement in the payment of Death Benefits whenever (a)  the
New  York Stock Exchange is closed, except  for holidays or weekends, or trading
on the New York Stock Exchange is restricted as determined by the 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.
 
    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 Services, 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.
 
                                       17
<PAGE>
    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 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 22.)
 
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  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.
 
    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
 
                                       18
<PAGE>
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.
 
    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.
 
                                       19
<PAGE>
    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  to  the form  and  type of  Variable  Payment
Annuity  selected. The Contract contains Variable Payment Annuity tables derived
from the 1983(a) 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.
 
    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.
 
                                       20
<PAGE>
                           FEDERAL TAX CONSIDERATIONS
WHAT ARE SOME OF THE FEDERAL TAX CONSEQUENCES WHICH AFFECT THESE CONTRACTS?
 
A. GENERAL
 
    SINCE THE TAX LAW IS COMPLEX AND SINCE TAX CONSEQUENCES WILL VARY  ACCORDING
TO  THE ACTUAL STATUS OF THE CONTRACT OWNER  INVOLVED AND THE TYPE OF PLAN UNDER
WHICH THE CONTRACT IS PURCHASED, LEGAL AND TAX ADVICE MAY BE NEEDED BY A PERSON,
TRUSTEE OR  OTHER ENTITY  CONTEMPLATING  THE PURCHASE  OF A  CONTRACT  DESCRIBED
HEREIN.
 
    It  should be understood that any detailed description of the Federal income
tax consequences regarding  the purchase of  these Contracts cannot  be made  in
this  Prospectus and that  special tax rules  may be applicable  with respect to
certain purchase situations  not discussed  herein. In addition,  no attempt  is
made  here to  consider any  applicable state  or other  tax laws.  For detailed
information, a qualified tax adviser should always be consulted. The  discussion
here  and  in Appendix  I, commencing  on page  28, 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 6). As  a result,  such investment income  and realized  capital gains  are
automatically  applied to increase reserves under the Contract. No taxes are due
on interest, dividends and short-term or  long-term capital gains earned by  the
Separate Account with respect to Qualified or Non-Qualified Contracts.
 
C. TAXATION OF ANNUITIES -- GENERAL PROVISIONS AFFECTING PURCHASERS OTHER THAN
   QUALIFIED RETIREMENT PLANS
 
    Section 72 of the Internal Revenue Code governs the taxation of annuities in
general.
 
 1. NON-NATURAL PERSONS, CORPORATIONS, ETC.
 
    Section  72 contains  provisions for  Contract Owners  which are non-natural
  persons. Non-natural persons include  corporations, trusts, and  partnerships.
  The  annual net increase in the value  of the Contract is currently includable
  in the gross  income of  a non-natural  person unless  the non-natural  person
  holds  the Contract as  an agent for  a natural person.  There is an exception
  from current inclusion  for certain  annuities held  by structured  settlement
  companies,  certain annuities held by an employer with respect to a terminated
  qualified retirement  plan  and  certain immediate  annuities.  A  non-natural
  person  which is  a tax-exempt  entity for  Federal tax  purposes will  not be
  subject to income tax as a result of this provision.
 
    If the Contract Owner is not  an individual, the primary Annuitant shall  be
  treated  as the Contract Owner for  purposes of making distributions which are
  required to be made upon the death of the Contract Owner. If there is a change
  in the primary Annuitant,  such change shall  be treated as  the death of  the
  Contract Owner.
 
 2. OTHER CONTRACT OWNERS (NATURAL PERSONS)
 
    A  Contract Owner  is not taxed  on increases  in the value  of the Contract
  until an amount is received  or deemed received, e.g., in  the form of a  lump
  sum payment (full or partial value of a Contract) or as Annuity payments under
  the settlement option elected.
 
    The  provisions  of  Section 72  of  the Code  concerning  distributions are
  summarized  briefly  below.  Also  summarized  are  special  rules   affecting
  distributions from Contracts obtained in a tax-free exchange for other annuity
  contracts or life insurance contracts which were purchased prior to August 14,
  1982.
 
    A. DISTRIBUTIONS PRIOR TO THE ANNUITY COMMENCEMENT DATE
 
       i. Total premium payments less amounts received which were not includable
          in  gross income equal the "investment  in the contract" under Section
          72 of the Code.
 
                                       21
<PAGE>
       ii. To the extent that the value of the Contract (ignoring any  surrender
           charges  except on a  full surrender) exceeds  the "investment in the
           contract," such excess constitutes the "income on the contract."
 
      iii. Any  amount  received  or  deemed  received  prior  to  the   Annuity
           Commencement  Date (e.g., upon a partial surrender) is deemed to come
           first  from  any  such  "income  on  the  contract"  and  then   from
           "investment  in the contract," and for these purposes such "income on
           the contract" shall be computed by reference to any aggregation  rule
           in  subparagraph 2.c. below. As a result, any such amount received or
           deemed received (1) shall be includable in gross income to the extent
           that such amount does not exceed  any such "income on the  contract,"
           and  (2) shall not be  includable in gross income  to the extent that
           such amount does exceed any such "income on the contract." If at  the
           time  that  any amount  is received  or deemed  received there  is no
           "income on  the  contract" (e.g.,  because  the gross  value  of  the
           Contract  does not  exceed the  "investment in  the contract"  and no
           aggregation rule  applies),  then  such  amount  received  or  deemed
           received  will not  be includable  in gross  income, and  will simply
           reduce the "investment in the contract."
 
       iv. The receipt  of  any amount  as  a loan  under  the Contract  or  the
           assignment  or pledge  of any  portion of  the value  of the Contract
           shall  be  treated  as  an  amount  received  for  purposes  of  this
           subparagraph a. and the next subparagraph b.
 
       v. In  general, the transfer  of the Contract,  without full and adequate
          consideration, will be treated as  an amount received for purposes  of
          this  subparagraph a. and the next  subparagraph b. This transfer rule
          does not  apply, however,  to certain  transfers of  property  between
          spouses or incident to divorce.
 
    B. DISTRIBUTIONS AFTER ANNUITY COMMENCEMENT DATE
 
    Annuity  payments made periodically after  the Annuity Commencement Date are
  includable in  gross income  to  the extent  the  payments exceed  the  amount
  determined by the application of the ratio of the "investment in the contract"
  to  the total amount of the payments to be made after the Annuity Commencement
  Date (the "exclusion ratio").
 
       i. When the total of amounts excluded  from income by application of  the
          exclusion  ratio is equal to the investment  in the contract as of the
          Annuity  Commencement   Date,  any   additional  payments   (including
          surrenders) will be entirely includable in gross income.
 
       ii. If the annuity payments cease by reason of the death of the Annuitant
           and, as of the date of death, the amount of annuity payments excluded
           from  gross  income  by  the  exclusion  ratio  does  not  exceed the
           investment in the contract as of the Annuity Commencement Date,  then
           the remaining portion of unrecovered investment shall be allowed as a
           deduction for the last taxable year of the Annuitant.
 
      iii. Generally,  nonperiodic amounts received or deemed received after the
           Annuity Commencement Date are not entitled to any exclusion ratio and
           shall be  fully includable  in  gross income.  However, upon  a  full
           surrender  after such  date, only the  excess of  the amount received
           (after any surrender  charge) over the  remaining "investment in  the
           contract"  shall be includable in gross  income (except to the extent
           that the aggregation rule referred to in the next subparagraph c. may
           apply).
 
    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 under subparagraph
  2.a., above,  of amounts  received or  deemed received  prior to  the  Annuity
  Commencement  Date. Withdrawals will first be treated as withdrawals of income
  until all of the income from all  such Contracts is withdrawn. As of the  date
  of this Prospectus, there are no regulations interpreting this provision.
 
                                       22
<PAGE>
    D. 10% PENALTY TAX -- APPLICABLE TO CERTAIN WITHDRAWALS AND ANNUITY PAYMENTS
 
       i. If  any amount is received or  deemed received on the Contract (before
          or after the Annuity  Commencement Date), the  Code applies a  penalty
          tax  equal to ten percent  of the portion of  the amount includable in
          gross income, unless an exception applies.
 
       ii. The 10% penalty  tax will  not apply to  the following  distributions
           (exceptions vary based upon the precise plan involved):
 
         1. Distributions  made on or after the  date the recipient has attained
            the age of 59 1/2.
 
         2. Distributions made on or after the death of the holder or where  the
            holder is not an individual, the death of the primary annuitant.
 
         3. Distributions attributable to a recipient's becoming disabled.
 
         4. A  distribution that is part of  a scheduled series of substantially
            equal periodic payments  for the  life (or life  expectancy) of  the
            recipient  (or the joint lives or life expectancies of the recipient
            and the recipient's Beneficiary).
 
         5. Distributions of amounts which are  allocable to the "investment  in
            the contract" prior to August 14, 1982 (see next subparagraph e.).
 
    E. SPECIAL  PROVISIONS  AFFECTING  CONTRACTS  OBTAINED  THROUGH  A  TAX-FREE
       EXCHANGE OF OTHER ANNUITY OR LIFE INSURANCE CONTRACTS PURCHASED PRIOR  TO
       AUGUST 14, 1982
 
    If  the Contract was obtained by a  tax-free exchange of a life insurance or
  annuity Contract purchased prior to August 14, 1982, then any amount  received
  or  deemed received prior to the Annuity  Commencement Date shall be deemed to
  come (1) first from the  amount of the "investment  in the contract" prior  to
  August  14,  1982  ("pre-8/14/82  investment")  carried  over  from  the prior
  Contract, (2) then from the portion  of the "income on the contract"  (carried
  over  to,  as  well  as  accumulating  in,  the  successor  Contract)  that is
  attributable to  such  pre-8/14/82 investment,  (3)  then from  the  remaining
  "income  on the contract" and  (4) last from the  remaining "investment in the
  contract." As a  result, to  the extent that  such amount  received or  deemed
  received  does  not exceed  such pre-8/14/82  investment,  such amount  is not
  includable in  gross income.,  In addition,  to the  extent that  such  amount
  received  or deemed received does  not exceed the sum  of (a) such pre-8/14/82
  investment and (b)  the "income  on the contract"  attributable thereto,  such
  amount  is not subject to the 10%  penalty tax. In all other respects, amounts
  received or deemed  received from such  post-exchange Contracts are  generally
  subject to the rules described in this subparagraph 3.
 
    F. REQUIRED DISTRIBUTIONS
 
       i. Death of Contract Owner or Primary Annuitant
 
        Subject  to the alternative election or spouse beneficiary provisions in
  ii. or iii. below:
 
        1. If any Contract Owner dies on or after the Annuity Commencement  Date
           and  before the entire interest in the Contract has been distributed,
           the remaining portion of such interest shall be distributed at  least
           as  rapidly as under the method of  distribution being used as of the
           date of such death;
 
        2. If any Contract Owner dies before the Annuity Commencement Date,  the
           entire  interest in the  Contract will be  distributed within 5 years
           after such death; and
 
        3 If the Contract Owner is not an individual, then for purposes of 1. or
          2. above, the primary annuitant under the Contract shall be treated as
          the Contract Owner, and any change  in the primary annuitant shall  be
          treated  as the death of the  Contract Owner. The primary annuitant is
          the individual,  the  events  in  the life  of  whom  are  of  primary
          importance  in affecting the timing or  amount of the payout under the
          Contract.
 
       ii. Alternative Election to Satisfy Distribution Requirements
 
        If any portion of the interest of a Contract Owner described in i. above
      is payable  to  or for  the  benefit  of a  designated  beneficiary,  such
      beneficiary  may elect to have the  portion distributed over a period that
      does not extend beyond the life or life expectancy of the beneficiary. The
      election and payments must begin within a year of the death.
 
                                       23
<PAGE>
      iii. Spouse Beneficiary
 
        If any portion of the interest of a Contract Owner is payable to or  for
      the  benefit  of  his  or  her spouse,  and  the  Annuitant  or Contingent
      Annuitant is living, such spouse shall be treated as the Contract Owner of
      such portion for purposes of section i. above.
 
 3. DIVERSIFICATION REQUIREMENTS
 
    Section 817 of the Code provides  that a variable annuity contract will  not
  be  treated as an annuity contract for any period during which the investments
  made by the separate account or underlying fund are not adequately diversified
  in accordance with  regulations prescribed  by the Treasury  Department. If  a
  Contract  is not treated  as an annuity  contract, the Contract  Owner will be
  subject to income tax on the annual increases in cash value.
 
    The  Treasury  Department  has  issued  diversification  regulations   which
  generally  require, among other things, that no  more than 55% of the value of
  the total  assets  of  the  segregated asset  account  underlying  a  variable
  contract is represented by any one investment, no more than 70% is represented
  by  any  two  investments,  no  more than  80%  is  represented  by  any three
  investments, and no more than 90%  is represented by any four investments.  In
  determining  whether the diversification standards  are met, all securities of
  the same issuer,  all interests  in the same  real property  project, and  all
  interests  in the same commodity  are each treated as  a single investment. In
  addition, in  the case  of government  securities, each  government agency  or
  instrumentality shall be treated as a separate issuer.
 
    A  separate account must be in compliance with the diversification standards
  on the last day of each calendar  quarter or within 30 days after the  quarter
  ends.  If an insurance company inadvertently fails to meet the diversification
  requirements, the company may comply within a reasonable period and avoid  the
  taxation  of contract income on an  ongoing basis. However, either the company
  or the Contract  Owner must agree  to pay the  tax due for  the period  during
  which the diversification requirements were not met.
 
    ITT  Hartford monitors  the diversification  of investments  in the separate
  accounts and tests for diversification as  required by the Code. ITT  Hartford
  intends   to  administer   all  contracts   subject  to   the  diversification
  requirements in a manner that will maintain adequate diversification.
 
 4. OWNERSHIP OF THE ASSETS IN THE SEPARATE ACCOUNT
 
    In order for a variable annuity contract to qualify for tax deferral, assets
  in the  segregated asset  accounts supporting  the variable  contract must  be
  considered  to  be owned  by the  insurance  company and  not by  the variable
  contract owner.  The  Internal  Revenue Service  ("IRS")  has  issued  several
  rulings  which discuss investor  control. The IRS has  ruled that incidents of
  ownership by the  contract owner, such  as the ability  to select and  control
  investments in a separate account, will cause the contract owner to be treated
  as the owner of the assets for tax purposes.
 
    Further,  in the  explanation to  the temporary  Section 817 diversification
  regulations, the Treasury Department noted that the temporary regulations  "do
  not provide guidance concerning the circumstances in which investor control of
  the  investments of a segregated asset  account may cause the investor, rather
  than the insurance company, to  be treated as the owner  of the assets in  the
  account."  The explanation  further indicates that  "the temporary regulations
  provide that  in appropriate  cases  a segregated  asset account  may  include
  multiple  sub-accounts, but do  not specify the  extent to which policyholders
  may direct their investments to particular sub-accounts without being  treated
  as the owners of the underlying assets. Guidance on this and other issues will
  be  provided in regulations or revenue  rulings under Section 817(d), relating
  to the definition of  variable contract." The  final regulations issued  under
  Section 817 did not provide guidance regarding investor control, and as of the
  date  of this prospectus, no other such guidance has been issued. Further, ITT
  Hartford does not know  if or in  what form such guidance  will be issued.  In
  addition,  although regulations are generally  issued with prospective effect,
  it is possible that regulations may be issued with retroactive effect. Due  to
  the  lack of specific guidance regarding  the issue of investor control, there
  is necessarily some uncertainty  regarding whether a  Contract Owner could  be
  considered the owner of the assets for tax purposes. ITT Hartford reserves the
  right  to modify the contracts, as  necessary, to prevent Contract Owners from
  being considered the owners of the assets in the separate accounts.
 
                                       24
<PAGE>
D. FEDERAL INCOME TAX WITHHOLDING
 
    The portion of a distribution which is taxable income to the recipient  will
be  subject to Federal income  tax withholding, pursuant to  Section 3405 of the
Code. The application of this provision is summarized below:
 
 1. NON-PERIODIC DISTRIBUTIONS.
 
    The portion of a non-periodic distribution which constitutes taxable  income
  will  be subject to Federal income tax withholding unless the recipient elects
  not to have taxes withheld. If an  election not to have taxes withheld is  not
  provided,  10% of the taxable distribution  will be withheld as Federal income
  tax. Election forms will be provided at the time distributions are  requested.
  If  the  necessary  election forms  are  not  submitted to  ITT  Hartford, ITT
  Hartford will automatically withhold 10% of the taxable distribution.
 
 2. PERIODIC DISTRIBUTIONS (DISTRIBUTIONS PAYABLE OVER A PERIOD GREATER THAN ONE
YEAR).
 
    The portion of a periodic distribution which constitutes taxable income will
  be subject to Federal income tax withholding as if the recipient were  married
  claiming  three exemptions.  A recipient  may elect  not to  have income taxes
  withheld or have  income taxes  withheld at a  different rate  by providing  a
  completed  election  form.  Election  forms  will  be  provided  at  the  time
  distributions are requested.
 
E. GENERAL PROVISIONS AFFECTING QUALIFIED RETIREMENT PLANS
 
    The Contract may be used for a number of qualified retirement plans. If  the
Contract  is being purchased  with respect to some  form of qualified retirement
plan, please refer to Appendix I commencing on page 28 for information  relative
to  the types of plans for  which it may be used  and the general explanation of
the tax features of such plans.
 
F. ANNUITY PURCHASES BY NONRESIDENT ALIENS AND FOREIGN CORPORATIONS
 
    The discussion  above provides  general information  regarding U.S.  federal
income  tax  consequences  to  annuity  purchasers  that  are  U.S.  citizens or
residents. Purchasers that are not U.S. citizens or residents will generally  be
subject to U.S. federal income tax and withholding on annuity distributions at a
30%  rate, unless a  lower treaty rate  applies. In addition,  purchasers may be
subject to state premium tax, other state and/or municipal taxes, and taxes that
may  be  imposed  by  the  purchaser's  country  of  citizenship  or  residence.
Prospective  purchasers  are advised  to consult  with  a qualified  tax advisor
regarding U.S., state, and foreign taxation with respect to an annuity purchase.
 
                                 MISCELLANEOUS
 
HOW CONTRACTS ARE SOLD
 
    Hartford Securities Distribution Company,  Inc. ("HSD") serves as  Principal
Underwriter  for the securities issued with respect to the Separate Account. HSD
is a wholly-owned subsidiary of  Hartford Life Insurance Company. The  principal
business address of HSD is the same as ITT Hartford.
 
    The  securities  will  be sold  by  salespersons  of 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 HSD.
 
    HSD is registered with the Commission  under the Securities Exchange Act  of
1934  as  a  Broker-Dealer  and  is a  member  of  the  National  Association of
Securities Dealers, Inc.
 
    Commissions will be paid  by 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  5%  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.
 
                                       25
<PAGE>
LEGAL MATTERS AND EXPERTS
 
    There are no material legal proceedings affecting the Separate Account.
 
    Counsel with respect to federal laws and regulations applicable to the issue
and  sale of the Contracts and with  respect to Connecticut law is Lynda Godkin,
Esquire, Associate General  Counsel and Secretary,  ITT Hartford Life  Insurance
Companies, P.O. Box 2999, Hartford, Connecticut 06104-2999.
 
    The  financial statements  and schedules  incorporated by  reference in this
Prospectus and  elsewhere in  the registration  statement have  been audited  by
Arthur  Andersen  LLP, independent  public  accountants, as  indicated  in their
reports with  respect  thereto, and  are  included  herein in  reliance  on  the
authority  of said  firm as  experts in accounting  and auditing  in giving said
report. Reference  is made  to said  report  of ITT  Hartford Life  and  Annuity
Company (the depositor), which includes an explanatory paragraph with respect to
changing  the  valuation method  in  determining aggregate  reserver  for future
benefits. The principal business address of Arthur Andersen LLP is One Financial
Plaza, Hartford, Connecticut 06103.
 
ADDITIONAL INFORMATION
 
    Inquiries will be answered by calling your representative or by writing:
 
   ITT Hartford Life and Annuity Insurance Company
    Attn: Individual Annuity Services
    P.O. Box 5085
    Hartford, Connecticut 06102-5085
    Telephone: (800) 862-6668 (Contract Owner)
            (800) 862-7155 (Investment Representatives)
 
                                       26
<PAGE>
                                   APPENDIX I
 
                   INFORMATION REGARDING TAX-QUALIFIED PLANS
 
    The  tax  rules  applicable  to  tax  qualified  contract  owners, including
restrictions on contributions and  distributions, taxation of distributions  and
tax  penalties, vary  according to  the type of  plan as  well as  the terms and
conditions of the plan itself. Various tax penalties may apply to  contributions
in  excess of specified limits, to  distributions in excess of specified limits,
distributions which  do  not  satisfy certain  requirements  and  certain  other
transactions with respect to qualified plans. Accordingly, this summary provides
only general information about the tax rules associated with use of the Contract
by  a qualified plan.  Contract owners, plan  participants and beneficiaries are
cautioned that the rights and benefits of any person to benefits are  controlled
by  the terms and conditions of the  plan regardless of the terms and conditions
of the Contract.  Some qualified  plans are  subject to  distribution and  other
requirements  which  are  not incorporated  into  ITT  Hartford's administrative
procedures.  Owners,  participants   and  beneficiaries   are  responsible   for
determining that contributions, distributions and other transactions comply with
applicable  law. Because of the complexity  of these rules, owners, participants
and beneficiaries  are  encouraged to  consult  their  own tax  advisors  as  to
specific tax consequences.
 
A. QUALIFIED PENSION PLANS
 
    Provisions  of the  Code permit eligible  employers to  establish pension or
profit sharing plans (described in Section 401(a) and 401(k), if applicable, and
exempt from taxation under Section 501(a) of the Code), and Simplified  Employee
Pension  Plans  (described  in  Section  408(k)).  Such  plans  are  subject  to
limitations on  the amount  that may  be  contributed, the  persons who  may  be
eligible  and  the time  when distributions  must commence.  Corporate employers
intending to  use these  contracts in  connection with  such plans  should  seek
competent advice.
 
B. TAX SHELTERED ANNUITIES UNDER SECTION 403(B)
 
    Section  403(b) of the Code permits public school employees and employees of
certain types of charitable, educational and scientific organizations  specified
in  Section 501(c)(3) of the Code to purchase annuity contracts, and, subject to
certain limitations, exclude  such contributions from  gross income.  Generally,
such  contributions may not exceed the lesser  of $9,500 or 20% of the employees
"includable compensation" for his most  recent full year of employment,  subject
to  other adjustments.  Special provisions may  allow some employees  to elect a
different overall limitation.
 
    Tax-sheltered annuity  programs  under  Section  403(b)  are  subject  to  a
PROHIBITION   AGAINST   DISTRIBUTIONS   FROM   THE   CONTRACT   ATTRIBUTABLE  TO
CONTRIBUTIONS  MADE  PURSUANT  TO  A  SALARY  REDUCTION  AGREEMENT  unless  such
distribution is made:
 
    (1) after the participating employee attains age 59 1/2;
 
    (2) upon separation from service;
 
    (3) upon death or disability, or
 
    (4) in the case of hardship.
 
    The above restrictions apply to distributions of employee contributions made
after  December  31,  1988, earnings  on  those contributions,  and  earnings on
amounts attributable to  employee contributions  held as of  December 31,  1988.
They  do  not  apply  to  distributions  of  any  employer  or  other  after-tax
contributions, employee contributions made on  or before December 31, 1988,  and
earnings credited to employee contributions before December 31, 1988.
 
C. DEFERRED COMPENSATION PLANS UNDER SECTION 457
 
    Employees and independent contractors performing services for such employers
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
 
                                       27
<PAGE>
33  1/3%  of  includable compensation  (25%  of gross  compensation)  or $7,500,
whichever is less. The plan may also provide for additional "catch-up" deferrals
during the  three  taxable years  ending  before a  Participant  attains  normal
retirement age.
 
    An  employee electing  to participate in  a plan should  understand that his
rights and benefits are  governed strictly by  the terms of  the plan, that  the
employer is legal owner of any contract issued with respect to the plan and that
deferred  amounts will be subject to the claims of the employer's creditors. 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.
 
    Distributions  from a Section 457  Deferred Compensation Plan are prohibited
unless made after the  participating employee attains the  age specified in  the
plan,  separates from service, dies, becomes permanently and totally disabled or
suffers an unforeseeable financial emergency.  Present federal tax law does  not
allow  tax-free transfers or rollovers for  amounts accumulated in a Section 457
plan except for transfers to other Section 457 plans in limited cases.
 
D. INDIVIDUAL RETIREMENT ANNUITIES UNDER SECTION 408
 
    Section 408 of the Code permits eligible individuals to establish individual
retirement programs  through the  purchase  of Individual  Retirement  Annuities
("IRAs"). IRAs are subject to limitations on the amount that may be contributed,
the  contributions that may be deducted from taxable income, the persons who may
be eligible and the  time when distributions  may commence. Also,  distributions
from  certain qualified plans may be  "rolled-over" on a tax-deferred basis into
an IRA.
 
E. TAX PENALTIES
 
    Distributions from retirement plans are generally taxed under Section 72  of
the  Code. Under these rules,  a portion of each  distribution may be excludable
from income. The  excludable amount  is the  portion of  the distribution  which
bears the same ratio as the after-tax contributions bear to the expected return.
 
 1. PREMATURE DISTRIBUTION
 
    Distributions  from  a qualified  plan  before the  Participant  attains age
  59 1/2 are generally subject to an additional tax equal to 10% of the  taxable
  portion  of the distribution. The 10%  penalty does not apply to distributions
  made after the employee's death, on account of disability 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).
 
 2. MINIMUM DISTRIBUTION TAX
 
    If the amount distributed is less than the minimum required distribution for
  the year, the Participant is subject to a  50% tax on the amount that was  not
  properly distributed.
 
    An  individual's interest in a retirement plan must generally be distributed
  or begin to  be distributed not  later than April  1 of the  calendar year  in
  which  the  individual attains  age 70  1/2  ("required beginning  date"). The
  required beginning  date  with respect  to  certain government  plans  may  be
  further  deferred. 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.
 
    If  an individual dies  before reaching his or  her required beginning date,
  the individual's entire  interest must  generally be  distributed within  five
  years  of the individuals' death. However, this rule will be deemed satisfied,
  if distributions begin  before the close  of the calendar  year following  the
  individual's death to a designated Beneficiary (or over a period not extending
  beyond  the life  expectancy of  the beneficiary).  If the  Beneficiary is the
  individual's  surviving  spouse,  distributions  may  be  delayed  until   the
  individual would have attained age 70 1/2.
 
                                       28
<PAGE>
    If  an individual dies after reaching his  or her required beginning date or
  after distributions have commenced,  the individual's interest must  generally
  be  distributed at  least as  rapidly as under  the method  of distribution in
  effect at the time of the individual's death.
 
 3. EXCESS DISTRIBUTION TAX
 
    If the aggregate  distributions from  all IRAs and  certain other  qualified
  plans  in a calendar year exceed the greater of (i) $150,000, or (ii) $112,500
  as indexed for inflation ($155,000  as of January 1,  1996), a penalty tax  of
  15% is generally imposed on the excess portion of the distribution.
 
 4. WITHHOLDING
 
    Periodic  distributions from a qualified plan lasting  for a period of 10 or
  more years  are generally  subject to  voluntary income  tax withholding.  The
  recipient   of  periodic  distributions  may   generally  elect  not  to  have
  withholding apply or  to have  income taxes withheld  at a  different rate  by
  providing  a completed election  form. Otherwise, the  amount withheld on such
  distributions is  determined  at  the  rate applicable  to  wages  as  if  the
  recipient were married claiming three exemptions.
 
    Nonperiodic  distributions from an IRA are subject to income tax withholding
  at a flat 10% rate. The recipient may elect not to have withholding apply.
 
    Nonperiodic distributions from other  qualified plans are generally  subject
  to  mandatory  income tax  withholding at  the  flat rate  of 20%  unless such
  distributions are:
 
    (1) the non-taxable portion of the distribution;
 
    (2) required minimum distributions;
 
    (3) eligible rollover distributions.
 
    Eligible rollover distributions are direct payments to an IRA or to  another
  qualified employer plan.
 
    Any  distribution from plans described in Section 457 of the Code is subject
  to regular wage withholding rules.
 
                                       29
<PAGE>
                               TABLE OF CONTENTS
                                       TO
                      STATEMENT OF ADDITIONAL INFORMATION
 
<TABLE>
<CAPTION>
SECTION                                                                                                               PAGE
- -----------------------------------------------------------------------------------------------------------------     -----
<S>                                                                                                                <C>
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.............................
  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.............................................................................................
</TABLE>
 
                                       30
<PAGE>
This form must be completed for all tax sheltered annuities.
 
                     SECTION 403(B)(11) ACKNOWLEDGMENT FORM
 
    The  Hartford variable annuity Contract which you have recently purchased is
subject to  certain  restrictions  imposed  by  the  Tax  Reform  Act  of  1986.
Contributions  to the Contract after December 31, 1988 and any increases in cash
value after December 31, 1988 may not be distributed to you unless you have:
 
       a. attained age 59 1/2
 
       b. 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 Services
    P.O. Box 5085
    Hartford, CT 06102-5085
Name of Contract Owner/Participant: ____________________________________________
Address: _______________________________________________________________________
City or Plan/School District: __________________________________________________
Date: __________________________________________________________________________
Contract No: ___________________________________________________________________
Signature: _____________________________________________________________________
<PAGE>
    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 Services
    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: Annuity Marketing Services, P.O. Box 5085, Hartford,
Connecticut 06102-5085.


Date of Prospectus:  May 1, 1996

Date of Statement of Additional Information:  May 1, 1996  

<PAGE>

                                  TABLE OF CONTENTS

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. . . . . . . . . . . . . . . . . . . . . .
     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>

                                     INTRODUCTION

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

The Premium Payments under a Contract, less any applicable Premium Taxes, will
be applied to the Separate Account and/or the Fixed Account.  Accordingly, the
net Premium Payment under the Contract will be applied to purchase interests in
one or more of the Hartford Advisers Fund,  Hartford Bond Fund, Hartford Capital
Appreciation 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 Life and Annuity Insurance
Company ("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, was originally incorporated under the laws of
Wisconsin on January 9, 1956.  ITT Hartford was redomiciled to Connecticut on
May 1, 1996.  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.  The offices of ITT
Hartford are located in Minneapolis, Minnesota; however, its mailing address is
P.O. Box 5085, Hartford, Connecticut 06102-5085.

<PAGE>
                                         -2-

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. On December
20, 1995, Hartford Fire Insurance Company became an independent, publicly traded
corporation. 

ITT Hartford is rated A+ (superior) by A.M. Best and Company, Inc. on the basis
of its financial soundness and operating performance.  ITT Hartford is rated AA+
by both Standard & Poor's and Duff and Phelps 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 06103,
independent public accountants, will perform an annual audit of the Separate
Account.  The financial statements and schedules included in this Statement of
Additional Information and elsewhere in the Registration Statement have been
audited by Arthur Andersen LLP as indicated in their reports with respect
thereto and  are included herein in reliance upon the authority of said firm as
experts in accounting and auditing in giving said report.  Reference is made 
to said report of ITT Hartford Life and Annuity Insurance Company (the 
depositor), which includes an explanatory paragraph with respect to changing the
valuation method in determining aggregate reserves for future benefits.
    

                              DISTRIBUTION OF CONTRACTS

Hartford Securities Distribution Company, Inc. ("HSD") serves as Principal
Underwriter for the securities issued with respect to the Separate Account.  

HSD is a wholly-owned subsidiary of Hartford Life Insurance Company.  The
principal business address of HSD is the same as ITT Hartford.

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

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

Prior to June 26, 1995, the Principal Underwriter for the Separate Account was
Hartford Equity Sales Company, Inc., an NASD member Broker-Dealer.

<PAGE>
                                         -3-

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 expectancy shall be computed
on the basis of the mortality table prescribed by the Internal Revenue Service,
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.

<PAGE>
                                         -4-

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 Hartford 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 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.

                           ILLUSTRATION OF ANNUITY PAYMENTS
                           INDIVIDUAL AGE 65, LIFE ANNUITY
                              WITH 120 PAYMENTS CERTAIN
                          ----------------------------------

1.  Net amount applied . . . . . . . . . . . . . . . . . .  13,978.25
2.  Initial monthly income per $1,000 of payment applied .       6.24
3.  Initial monthly payment (1x2-1,000). . . . . . . . . .      87.22

<PAGE>
                                         -5-

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

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

OPTION 3:  Joint and Last Survivor Annuity

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

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

OPTION 4:  Payments for a Designated Period

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

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

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

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 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

<PAGE>
                                         -6-

of this Contract will be used.
________________________________________________________________________________

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

D.  The Annuity Unit and Valuation

The value of the Annuity Unit for each Sub-Account in the Separate Account for
any day is determined by multiplying the value for the preceding day by the
product of (1) the net investment factor (see page 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.

                  ILLUSTRATION OF CALCULATION OF ANNUITY UNIT VALUE
                  -------------------------------------------------

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


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.

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.

<PAGE>
                                         -7-

F.  Amount of Second and Subsequent Monthly Variable Annuity Payments

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

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

G.  Date and Time of Annuity Payments

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

                           CALCULATION OF YIELD AND RETURN

YIELD OF THE HVA MONEY MARKET FUND 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.

<PAGE>
                                         -8-

HVA MONEY MARKET FUND SUB-ACCOUNT

The yield and effective yield for the seven day period ending December 31, 1995
is as follows:

($30 annual policy fee)

Yield              4.03%
Effective Yield    4.11%

U.S. GOVERNMENT MONEY MARKET FUND SUB-ACCOUNT

The yield and effective yield for the seven day period ending December 31, 1995
is as follows:

($30 annual policy fee)

Yield              3.72%
Effective Yield    3.79%

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

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

BOND FUND SUB-ACCOUNT

Yield calculations of the Sub-Account used for illustration purposes reflect the
interest earned by the Sub-Account, less applicable asset charges assessed
against a Contract Owner's account over the base period.  The following is the
method used to determine the yield for the 30 day period ended December 31,    
1995.

Example:

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

<PAGE>
                                         -9-

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 =  5.15% 

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,
1995.

Example:

Current Yield Formula for the Sub-Account
                                     2*[((A-B)/(C*D) + 1) (6) - 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 = 5.58%

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


<PAGE>
                                         -10-

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.

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

The Shearson Lehman Government Bond Index (the "SL Government Index") is a
measure of the market value of all public obligations of the U.S. Treasury; all
publicly issued debt of all agencies of the U.S. Government and all
quasi-federal corporations; and all corporate debt guaranteed by the U.S.
Government.  Mortgage backed securities, flower bonds and foreign targeted
issues are

<PAGE>
                                         -11-

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

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

The following table summarizes the calculation of total return and yield for
each Sub-Account, where applicable, through December 31, 1995.

<PAGE>
 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  & liabilities  of  ITT
 Hartford Life & Annuity Insurance Company Separate Account One (the Account) as
 of December 31, 1995, and the related statement of operations for the year then
 ended  and statements of changes in net assets for each of the two years in the
 period then ended.  These financial  statements are the  responsibility of  the
 Account's  management. Our  responsibility is  to express  an opinion  on these
 financial statements based on our audits.
 
 We  conducted  our  audits  in  accordance  with  generally  accepted  auditing
 standards. Those standards require that we plan and perform the audit to obtain
 reasonable  assurance  about  whether  the  financial  statements  are  free of
 material misstatement. An audit includes  examining, on a test basis,  evidence
 supporting  the amounts and  disclosures in the  financial statements. An audit
 also  includes  assessing  the  accounting  principles  used  and   significant
 estimates  made  by management,  as well  as  evaluating the  overall financial
 statement presentation. We believe that  our audits provide a reasonable  basis
 for our opinion.
 
 In  our opinion, the financial statements  referred to above present fairly, in
 all material respects, the  financial position of ITT  Hartford Life &  Annuity
 Insurance  Company Separate Account One as of December 31, 1995, the results of
 its operations for the year  then ended and the changes  in its net assets  for
 each  of the two years  in the period then  ended, in conformity with generally
 accepted accounting principles.
 
 Hartford, Connecticut
 February 19, 1996                                           Arthur Andersen LLP
 


<PAGE>
 Separate Account One
ITT HARTFORD LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF ASSETS & LIABILITIES
 DECEMBER 31, 1995
 
<TABLE>
<CAPTION>
                                                            MONEY
                             BOND FUND     STOCK FUND    MARKET FUND
                            SUB-ACCOUNT    SUB-ACCOUNT   SUB-ACCOUNT
                           -------------   -----------   -----------
<S>                        <C>             <C>           <C>
ASSETS:
Investments:
  Hartford Bond Fund,
   Inc.
Shares                                                                 88,407,668
Cost                                                           $      90,192,805
    Market Value.........    $90,906,069       --            --
  Hartford Stock Fund,
   Inc.
Shares                                                                152,903,060
Cost                                                             $   469,886,999
    Market Value.........       --         $539,292,150      --
  HVA Money Market Fund,
   Inc.
Shares                                                                101,637,848
Cost                                                             $   101,637,848
    Market Value.........       --             --        $101,637,848
  Hartford Advisers Fund,
   Inc.
Shares                                                                704,019,007
Cost                                                               $1,223,274,343
    Market Value.........       --             --            --
  Hartford Capital
   Appreciation Fund,
   Inc.
Shares                                                                208,844,163
Cost                                                             $   642,358,369
    Market Value.........       --             --            --
  Hartford Mortgage
   Securities Fund, Inc.
Shares                                                                 54,845,435
Cost                                                           $      59,140,140
    Market Value.........       --             --            --
  Hartford Index Fund,
   Inc.
Shares                                                                 38,142,927
Cost                                                           $      67,015,988
    Market Value.........       --             --            --
  Hartford International
   Opportunities Fund,
   Inc.
Shares                                                                226,741,445
Cost                                                             $   269,091,270
    Market Value.........       --             --            --
  Hartford Dividend and
   Growth Fund, Inc.
Shares                                                                104,332,417
Cost                                                             $   119,898,525
    Market Value.........       --             --            --
  Hartford International
   Advisers Fund, Inc.
Shares                                                                 11,077,866
Cost                                                           $      12,072,713
    Market Value.........       --             --            --
  Due from ITT Hartford
   Life and Annuity
   Insurance Company.....       335,491      1,581,754    1,811,115
  Receivable from fund
   shares sold...........       --             --            --
                           -------------   -----------   -----------
  Total Assets...........    91,241,560    540,873,904   103,448,963
                           -------------   -----------   -----------
LIABILITIES:
  Due to ITT Hartford
   Life and Annuity
   Insurance Company.....       --             --            --
  Payable for fund shares
   purchased.............       335,395      1,582,285    1,811,999
                           -------------   -----------   -----------
  Total Liabilities......       335,395      1,582,285    1,811,999
                           -------------   -----------   -----------
  Net Assets (variable
   annuity contract
   liabilities)..........    $90,906,165   $539,291,619  $101,636,964
                           -------------   -----------   -----------
                           -------------   -----------   -----------
DEFERRED ANNUITY
  CONTRACTS IN THE
  ACCUMULATION PERIOD:
GROUP SUB-ACCOUNTS:
  Units Owned by
   Participants..........    48,354,034    186,726,520   66,468,408
  Unit Price.............    $ 1.880012    $  2.887494   $ 1.527530
ANNUITY CONTRACTS IN THE
  ANNUITY PERIOD:
GROUP SUB-ACCOUNTS:
  Units Owned by
   Participants..........       --              41,528       68,396
  Unit Price.............       --         $  2.887494   $ 1.527530
</TABLE>
 
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
 
<PAGE>
<TABLE>
<CAPTION>
                                                  CAPITAL            MORTGAGE                       INTERNATIONAL
                           ADVISERS FUND     APPRECIATION FUND   SECURITIES FUND    INDEX FUND    OPPORTUNITIES FUND
                            SUB-ACCOUNT         SUB-ACCOUNT        SUB-ACCOUNT     SUB-ACCOUNT       SUB-ACCOUNT
                          ----------------  -------------------  ----------------  ------------  --------------------
<S>                       <C>               <C>                  <C>               <C>           <C>
ASSETS:
Investments:
  Hartford Bond Fund,
   Inc.
Shares                                                                 88,407,668
Cost                                                           $      90,192,805
    Market Value.........       --                --                  --               --               --
  Hartford Stock Fund,
   Inc.
Shares                                                                152,903,060
Cost                                                             $   469,886,999
    Market Value.........       --                --                  --               --               --
  HVA Money Market Fund,
   Inc.
Shares                                                                101,637,848
Cost                                                             $   101,637,848
    Market Value.........       --                --                  --               --               --
  Hartford Advisers Fund,
   Inc.
Shares                                                                704,019,007
Cost                                                               $1,223,274,343
    Market Value.........  $1,378,778,984         --                  --               --               --
  Hartford Capital
   Appreciation Fund,
   Inc.
Shares                                                                208,844,163
Cost                                                             $   642,358,369
    Market Value.........       --             $728,795,122           --               --               --
  Hartford Mortgage
   Securities Fund, Inc.
Shares                                                                 54,845,435
Cost                                                           $      59,140,140
    Market Value.........       --                --               $58,753,722         --               --
  Hartford Index Fund,
   Inc.
Shares                                                                 38,142,927
Cost                                                           $      67,015,988
    Market Value.........       --                --                  --           $77,350,805          --
  Hartford International
   Opportunities Fund,
   Inc.
Shares                                                                226,741,445
Cost                                                             $   269,091,270
    Market Value.........       --                --                  --               --            $296,054,037
  Hartford Dividend and
   Growth Fund, Inc.
Shares                                                                104,332,417
Cost                                                             $   119,898,525
    Market Value.........       --                --                  --               --               --
  Hartford International
   Advisers Fund, Inc.
Shares                                                                 11,077,866
Cost                                                           $      12,072,713
    Market Value.........       --                --                  --               --               --
  Due from ITT Hartford
   Life and Annuity
   Insurance Company.....      3,078,430          2,174,683            199,531         353,517            630,190
  Receivable from fund
   shares sold...........       --                --                  --               --               --
                          ----------------  -------------------  ----------------  ------------  --------------------
  Total Assets...........  1,381,857,414        730,969,805         58,953,253      77,704,322        296,684,227
                          ----------------  -------------------  ----------------  ------------  --------------------
LIABILITIES:
  Due to ITT Hartford
   Life and Annuity
   Insurance Company.....       --                --                  --               --               --
  Payable for fund shares
   purchased.............      3,079,208          2,077,476            199,813         352,232            630,405
                          ----------------  -------------------  ----------------  ------------  --------------------
  Total Liabilities......      3,079,208          2,077,476            199,813         352,232            630,405
                          ----------------  -------------------  ----------------  ------------  --------------------
  Net Assets (variable
   annuity contract
   liabilities)..........  $1,378,778,206      $728,892,329        $58,753,440     $77,352,090       $296,053,822
                          ----------------  -------------------  ----------------  ------------  --------------------
                          ----------------  -------------------  ----------------  ------------  --------------------
DEFERRED ANNUITY
  CONTRACTS IN THE
  ACCUMULATION PERIOD:
GROUP SUB-ACCOUNTS:
  Units Owned by
   Participants..........    546,104,730        216,590,707         31,288,061      32,778,613        222,606,104
  Unit Price.............  $    2.523174       $   3.364100        $  1.877823     $  2.359499       $   1.329133
ANNUITY CONTRACTS IN THE
  ANNUITY PERIOD:
GROUP SUB-ACCOUNTS:
  Units Owned by
   Participants..........        341,217             77,147           --                 4,656            135,955
  Unit Price.............  $    2.523174       $   3.364100           --           $  2.359499       $   1.329133
 
<CAPTION>
                            DIVIDEND AND   INTERNATIONAL
                            GROWTH FUND    ADVISERS FUND
                            SUB-ACCOUNT     SUB-ACCOUNT
                           --------------  --------------
<S>                       <C>              <C>
ASSETS:
Investments:
  Hartford Bond Fund,
   Inc.
Shares
Cost
    Market Value.........       --              --
  Hartford Stock Fund,
   Inc.
Shares
Cost
    Market Value.........       --              --
  HVA Money Market Fund,
   Inc.
Shares
Cost
    Market Value.........       --              --
  Hartford Advisers Fund,
   Inc.
Shares
Cost
    Market Value.........       --              --
  Hartford Capital
   Appreciation Fund,
   Inc.
Shares
Cost
    Market Value.........       --              --
  Hartford Mortgage
   Securities Fund, Inc.
Shares
Cost
    Market Value.........       --              --
  Hartford Index Fund,
   Inc.
Shares
Cost
    Market Value.........       --              --
  Hartford International
   Opportunities Fund,
   Inc.
Shares
Cost
    Market Value.........       --              --
  Hartford Dividend and
   Growth Fund, Inc.
Shares
Cost
    Market Value.........   $137,407,880        --
  Hartford International
   Advisers Fund, Inc.
Shares
Cost
    Market Value.........       --          $12,285,686
  Due from ITT Hartford
   Life and Annuity
   Insurance Company.....        631,307        260,766
  Receivable from fund
   shares sold...........       --              --
                           --------------  --------------
  Total Assets...........    138,039,187     12,546,452
                           --------------  --------------
LIABILITIES:
  Due to ITT Hartford
   Life and Annuity
   Insurance Company.....       --              --
  Payable for fund shares
   purchased.............        631,199        260,768
                           --------------  --------------
  Total Liabilities......        631,199        260,768
                           --------------  --------------
  Net Assets (variable
   annuity contract
   liabilities)..........   $137,407,988    $12,285,684
                           --------------  --------------
                           --------------  --------------
DEFERRED ANNUITY
  CONTRACTS IN THE
  ACCUMULATION PERIOD:
GROUP SUB-ACCOUNTS:
  Units Owned by
   Participants..........    101,085,085     10,717,387
  Unit Price.............   $   1.359330    $  1.146332
ANNUITY CONTRACTS IN THE
  ANNUITY PERIOD:
GROUP SUB-ACCOUNTS:
  Units Owned by
   Participants..........       --              --
  Unit Price.............       --              --
</TABLE>
 
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
 
<PAGE>
 SEPARATE ACCOUNT ONE
ITT HARTFORD LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF OPERATIONS
 FOR THE YEAR ENDED DECEMBER 31, 1995
 
<TABLE>
<CAPTION>
                                                                 MONEY
                             BOND FUND        STOCK FUND      MARKET FUND
                            SUB-ACCOUNT      SUB-ACCOUNT      SUB-ACCOUNT
                           --------------   --------------   -------------
<S>                        <C>              <C>              <C>
INVESTMENT INCOME:
  Dividends..............    $  4,473,118     $  8,060,168     $3,174,687
EXPENSES:
  Mortality and expense
   undertakings..........        (849,673)      (4,494,824)      (715,552)
                           --------------   --------------   -------------
    Net investment income
     (loss)..............       3,623,445        3,565,344      2,459,135
                           --------------   --------------   -------------
  Capital gains income...        --             10,042,632        --
                           --------------   --------------   -------------
NET REALIZED AND
  UNREALIZED GAIN (LOSS)
  ON INVESTMENTS:
  Net realized gain
   (loss) on security
   transactions..........          (1,975)            (399)       --
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................       6,900,317       83,219,709        --
                           --------------   --------------   -------------
    Net gains (losses) on
     investments.........       6,898,342       83,219,310        --
                           --------------   --------------   -------------
  Net increase (decrease)
   in net assets
   resulting from
   operations............    $ 10,521,787     $ 96,827,286     $2,459,135
                           --------------   --------------   -------------
                           --------------   --------------   -------------
</TABLE>
 
* From inception, March 1, 1995, to December 31, 1995.
 
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
 
<PAGE>
<TABLE>
<CAPTION>
                                                  CAPITAL              MORTGAGE                           INTERNATIONAL
                           ADVISERS FUND     APPRECIATION FUND     SECURITIES FUND      INDEX FUND     OPPORTUNITIES FUND
                            SUB-ACCOUNT         SUB-ACCOUNT          SUB-ACCOUNT       SUB-ACCOUNT         SUB-ACCOUNT
                          ---------------  ---------------------  ------------------  --------------  ---------------------
<S>                       <C>              <C>                    <C>                 <C>             <C>
INVESTMENT INCOME:
  Dividends..............  $   37,279,743      $  4,568,672           $3,384,208        $    994,421       $3,826,860
EXPENSES:
  Mortality and expense
   undertakings..........     (12,986,784)       (5,984,299)            (646,041)           (492,015)      (2,966,452)
                          ---------------  ---------------------  ------------------  --------------  ---------------------
    Net investment income
     (loss)..............      24,292,959        (1,415,627)           2,738,167             502,406          860,408
                          ---------------  ---------------------  ------------------  --------------  ---------------------
  Capital gains income...      10,002,290        17,026,540             --                     8,809        1,900,624
                          ---------------  ---------------------  ------------------  --------------  ---------------------
NET REALIZED AND
  UNREALIZED GAIN (LOSS)
  ON INVESTMENTS:
  Net realized gain
   (loss) on security
   transactions..........          (7,267)          (36,921)               8,806              (2,982)          18,072
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................     206,272,399        92,059,097            4,247,716          10,397,357       26,882,909
                          ---------------  ---------------------  ------------------  --------------  ---------------------
    Net gains (losses) on
     investments.........     206,265,132        92,022,176            4,256,522          10,394,375       26,900,981
                          ---------------  ---------------------  ------------------  --------------  ---------------------
  Net increase (decrease)
   in net assets
   resulting from
   operations............  $  240,560,381      $107,633,089           $6,994,689        $ 10,905,590       $29,662,013
                          ---------------  ---------------------  ------------------  --------------  ---------------------
                          ---------------  ---------------------  ------------------  --------------  ---------------------
 
<CAPTION>
                             DIVIDEND AND      INTERNATIONAL
                              GROWTH FUND      ADVISERS FUND
                              SUB-ACCOUNT      SUB-ACCOUNT*
                           -----------------  ---------------
<S>                       <C>                 <C>
INVESTMENT INCOME:
  Dividends..............     $    1,822,404     $276,395
EXPENSES:
  Mortality and expense
   undertakings..........           (782,804)     (34,070)
                           -----------------  ---------------
    Net investment income
     (loss)..............          1,039,600      242,325
                           -----------------  ---------------
  Capital gains income...         --              --
                           -----------------  ---------------
NET REALIZED AND
  UNREALIZED GAIN (LOSS)
  ON INVESTMENTS:
  Net realized gain
   (loss) on security
   transactions..........             (3,380)         560
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................         17,906,285      212,972
                           -----------------  ---------------
    Net gains (losses) on
     investments.........         17,902,905      213,532
                           -----------------  ---------------
  Net increase (decrease)
   in net assets
   resulting from
   operations............     $   18,942,505     $455,857
                           -----------------  ---------------
                           -----------------  ---------------
</TABLE>
 
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
 
<PAGE>
 Separate Account One
ITT HARTFORD LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETS
 FOR THE YEAR ENDED DECEMBER 31, 1995
 
<TABLE>
<CAPTION>
                                                               MONEY
                             BOND FUND      STOCK FUND      MARKET FUND
                            SUB-ACCOUNT     SUB-ACCOUNT     SUB-ACCOUNT
                           -------------   -------------   -------------
<S>                        <C>             <C>             <C>
OPERATIONS:
  Net investment income
   (loss)................   $  3,623,445   $   3,565,344   $   2,459,135
  Capital gains income...       --            10,042,632        --
  Net realized gain
   (loss) on security
   transactions..........         (1,975)           (399)       --
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................      6,900,317      83,219,709        --
                           -------------   -------------   -------------
  Net increase (decrease)
   in net assets
   resulting from
   operations............     10,521,787      96,827,286       2,459,135
                           -------------   -------------   -------------
UNIT TRANSACTIONS:
  Purchases..............     25,372,374     158,137,004      80,712,314
  Net transfers..........      4,295,703      52,451,790     (20,394,095)
  Surrenders.............     (3,251,644)    (10,089,748)     (6,391,220)
  Net annuity
   transactions..........       --                21,071         103,096
                           -------------   -------------   -------------
  Net increase (decrease)
   in net assets
   resulting from unit
   transactions..........     26,416,433     200,520,117      54,030,095
                           -------------   -------------   -------------
  Total increase
   (decrease) in net
   assets................     36,938,220     297,347,403      56,489,230
NET ASSETS:
  Beginning of period....     53,967,945     241,944,216      45,147,734
                           -------------   -------------   -------------
  End of period..........   $ 90,906,165   $ 539,291,619   $ 101,636,964
                           -------------   -------------   -------------
                           -------------   -------------   -------------
 
ITT HARTFORD LIFE & ANNUITY INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1994
 
                                                               MONEY
                             BOND FUND      STOCK FUND      MARKET FUND
                            SUB-ACCOUNT     SUB-ACCOUNT     SUB-ACCOUNT
                           -------------   -------------   -------------
OPERATIONS:
  Net investment income
   (loss)................   $  2,545,533   $   1,930,589   $     953,750
  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)        953,750
                           -------------   -------------   -------------
UNIT TRANSACTIONS:
  Purchases..............     21,372,612      89,041,867      40,174,720
  Net transfers..........     (2,221,994)     28,767,921     (14,446,701)
  Surrenders.............     (2,964,388)     (5,703,110)     (2,731,912)
  Net annuity
   transactions..........       --                73,792        --
                           -------------   -------------   -------------
  Net increase (decrease)
   in net assets
   resulting from unit
   transactions..........     16,186,230     112,180,470      22,996,107
                           -------------   -------------   -------------
  Total increase
   (decrease) in net
   assets................     13,654,726     105,949,512      23,949,857
NET ASSETS:
  Beginning of period....     40,313,219     135,994,704      21,197,877
                           -------------   -------------   -------------
  End of period..........   $ 53,967,945   $ 241,944,216   $  45,147,734
                           -------------   -------------   -------------
                           -------------   -------------   -------------
</TABLE>
 
 * From inception, March 1, 1995 to December 31, 1995.
** From inception, March 8, 1994, to December 31, 1994.
 
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
 
<PAGE>
<TABLE>
<CAPTION>
                                                                                               INTERNATIONAL
                                                CAPITAL          MORTGAGE                      OPPORTUNITIES    DIVIDEND AND
                           ADVISERS FUND   APPRECIATION FUND  SECURITIES FUND   INDEX FUND         FUND          GROWTH FUND
                            SUB-ACCOUNT       SUB-ACCOUNT       SUB-ACCOUNT    SUB-ACCOUNT      SUB-ACCOUNT      SUB-ACCOUNT
                          ---------------  -----------------  ---------------  ------------  -----------------  -------------
<S>                       <C>              <C>                <C>              <C>           <C>                <C>
OPERATIONS:
  Net investment income
   (loss)................ $    24,292,959    $ (1,415,627)      $ 2,738,167    $    502,406    $    860,408     $  1,039,600
  Capital gains income...      10,002,290      17,026,540          --                 8,809       1,900,624          --
  Net realized gain
   (loss) on security
   transactions..........          (7,267)        (36,921)            8,806          (2,982)         18,072           (3,380)
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................     206,272,399      92,059,097         4,247,716      10,397,357      26,882,909       17,906,285
                          ---------------  -----------------  ---------------  ------------  -----------------  -------------
  Net increase (decrease)
   in net assets
   resulting from
   operations............     240,560,381     107,633,089         6,994,689      10,905,590      29,662,013       18,942,505
                          ---------------  -----------------  ---------------  ------------  -----------------  -------------
UNIT TRANSACTIONS:
  Purchases..............     270,288,399     245,731,245         8,572,589      31,929,411      55,473,427       67,833,419
  Net transfers..........      82,728,374      82,630,293        (2,398,278)     14,672,676       9,777,060       30,210,279
  Surrenders.............     (40,365,223)    (12,124,223)       (2,985,486)     (1,214,487)     (6,662,350)      (1,756,293)
  Net annuity
   transactions..........         437,471         225,634          --                 9,937         147,629          --
                          ---------------  -----------------  ---------------  ------------  -----------------  -------------
  Net increase (decrease)
   in net assets
   resulting from unit
   transactions..........     313,089,021     316,462,949         3,188,825      45,397,537      58,735,766       96,287,405
                          ---------------  -----------------  ---------------  ------------  -----------------  -------------
  Total increase
   (decrease) in net
   assets................     553,649,402     424,096,038        10,183,514      56,303,127      88,397,779      115,229,910
NET ASSETS:
  Beginning of period....     825,128,804     304,796,291        48,569,926      21,048,963     207,656,043       22,178,078
                          ---------------  -----------------  ---------------  ------------  -----------------  -------------
  End of period.......... $ 1,378,778,206    $728,892,329       $58,753,440    $ 77,352,090    $296,053,822     $137,407,988
                          ---------------  -----------------  ---------------  ------------  -----------------  -------------
                          ---------------  -----------------  ---------------  ------------  -----------------  -------------
 
                                                                                               INTERNATIONAL
                                                CAPITAL          MORTGAGE                      OPPORTUNITIES    DIVIDEND AND
                           ADVISERS FUND   APPRECIATION FUND  SECURITIES FUND   INDEX FUND         FUND          GROWTH FUND
                            SUB-ACCOUNT       SUB-ACCOUNT       SUB-ACCOUNT    SUB-ACCOUNT      SUB-ACCOUNT     SUB-ACCOUNT**
                          ---------------  -----------------  ---------------  ------------  -----------------  -------------
OPERATIONS:
  Net investment income
   (loss)................ $    15,380,919    $ (1,940,695)      $ 2,663,939    $    228,555    $    293,757     $    192,756
  Capital gains income...      16,501,543      14,446,172           213,039         --             --                --
  Net realized gain
   (loss) on security
   transactions..........          23,627        (149,645)          (34,292)         (7,380)        (12,268)            (265)
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................     (59,864,328)     (9,016,266)       (4,263,500)       (259,651)     (6,002,430)        (396,930)
                          ---------------  -----------------  ---------------  ------------  -----------------  -------------
  Net increase (decrease)
   in net assets
   resulting from
   operations............     (27,958,239)      3,339,566        (1,420,814)        (38,476)     (5,720,941)        (204,439)
                          ---------------  -----------------  ---------------  ------------  -----------------  -------------
UNIT TRANSACTIONS:
  Purchases..............     323,714,540     122,054,442        10,417,811       7,532,638     101,186,682       15,598,653
  Net transfers..........      47,515,115      33,168,295        (6,272,107)      1,088,140      35,079,810        6,923,603
  Surrenders.............     (26,173,012)     (5,255,587)       (1,961,038)       (680,688)     (3,519,088)        (139,739)
  Net annuity
   transactions..........         176,273          23,166          --               --               23,455          --
                          ---------------  -----------------  ---------------  ------------  -----------------  -------------
  Net increase (decrease)
   in net assets
   resulting from unit
   transactions..........     345,232,916     149,990,316         2,184,666       7,940,090     132,770,859       22,382,517
                          ---------------  -----------------  ---------------  ------------  -----------------  -------------
  Total increase
   (decrease) in net
   assets................     317,274,677     153,329,882           763,852       7,901,614     127,049,918       22,178,078
NET ASSETS:
  Beginning of period....     507,854,127     151,466,409        47,806,074      13,147,349      80,606,125          --
                          ---------------  -----------------  ---------------  ------------  -----------------  -------------
  End of period.......... $   825,128,804    $304,796,291       $48,569,926    $ 21,048,963    $207,656,043     $ 22,178,078
                          ---------------  -----------------  ---------------  ------------  -----------------  -------------
                          ---------------  -----------------  ---------------  ------------  -----------------  -------------
 
<CAPTION>
                           INTERNATIONAL
                           ADVISERS FUND
                           SUB-ACCOUNT*
                           -------------
<S>                       <C>
OPERATIONS:
  Net investment income
   (loss)................   $   242,325
  Capital gains income...       --
  Net realized gain
   (loss) on security
   transactions..........           560
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................       212,972
                           -------------
  Net increase (decrease)
   in net assets
   resulting from
   operations............       455,857
                           -------------
UNIT TRANSACTIONS:
  Purchases..............     8,715,018
  Net transfers..........     3,144,229
  Surrenders.............       (29,420)
  Net annuity
   transactions..........       --
                           -------------
  Net increase (decrease)
   in net assets
   resulting from unit
   transactions..........    11,829,827
                           -------------
  Total increase
   (decrease) in net
   assets................    12,285,684
NET ASSETS:
  Beginning of period....       --
                           -------------
  End of period..........   $12,285,684
                           -------------
                           -------------
OPERATIONS:
  Net investment income
   (loss)................
  Capital gains income...
  Net realized gain
   (loss) on security
   transactions..........
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................
  Net increase (decrease)
   in net assets
   resulting from
   operations............
UNIT TRANSACTIONS:
  Purchases..............
  Net transfers..........
  Surrenders.............
  Net annuity
   transactions..........
  Net increase (decrease)
   in net assets
   resulting from unit
   transactions..........
  Total increase
   (decrease) in net
   assets................
NET ASSETS:
  Beginning of period....
  End of period..........
</TABLE>
 
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
 
<PAGE>
 SEPARATE ACCOUNT ONE
ITT HARTFORD LIFE & ANNUITY INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS
 DECEMBER 31, 1995
 
 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. The Account
    invests  deposits  by variable  annuity  contractholders of  the  Company in
    various mutual funds (the Funds) as directed by the contractholders.
 
 2.  SIGNIFICANT ACCOUNTING POLICIES:
 
    The following  is  a  summary  of significant  accounting  policies  of  the
    Account,   which  are  in  accordance  with  generally  accepted  accounting
    principles in the investment company industry:
 
    a) SECURITY TRANSACTIONS--Security  transactions are recorded  on the  trade
       date  (date the order  to buy or  sell is executed).  Cost of investments
       sold is determined on the basis of identified cost. Dividend and  capital
       gains income are accrued as of the ex-dividend date. Capital gains income
       represents  dividends from the  Funds which are  characterized as capital
       gains under tax regulations.
 
    b) SECURITY VALUATION--The 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, 1995.
 
    c)  FEDERAL INCOME TAXES--The operations of the  Account form a part of, and
       are taxed with, the total operations of the Company, which is taxed as an
       insurance company under the Internal Revenue Code. Under current law,  no
       federal  income taxes are  payable with respect to  the operations of the
       Account.
 
    d) USE OF ESTIMATES--The preparation  of financial statements in  conformity
       with generally accepted accounting principles requires management to make
       estimates  and assumptions that affect the reported amounts of assets and
       liabilities as of the date of  the financial statements and the  reported
       amounts  of income and  expenses during the  period. Operating results in
       the  future  could  vary  from  the  amounts  derived  from  management's
       estimates.
 
 3.  ADMINISTRATION OF THE ACCOUNT AND RELATED CHARGES:
 
    a)  MORTALITY AND EXPENSE  UNDERTAKINGS--The Company, as  issuer of variable
       annuity contracts, provides the  mortality and expense undertakings  and,
       with  respect to the Account,  receives a maximum annual  fee of 1.25% of
       the Account's average daily net assets.
 
    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.
 
<PAGE>

                          ARTHUR ANDERSEN LLP


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

To the Board of Directors of
   ITT Hartford Life and Annuity Insurance Company:

We have audited the accompanying statutory balance sheets of ITT Hartford 
Life and Annuity Insurance Company (a Wisconsin corporation and wholly-owned 
subsidiary of Hartford Life Insurance Company) (the Company) as of December 
31, 1995 and 1994, and the related statutory statements of income, changes in 
capital and surplus, and cash flows for each of the three years in the period 
ended December 31, 1995. 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 of notes to statutory financial 
statements. When statutory financial statements are presented for purposes 
other than for filing with a regulatory agency, generally accepted auditing 
standards require that an auditors' 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 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, 1995 and 1994, and the 
results of its operations and its cash flows for each of the three years in 
the period ended December 31, 1995.

<PAGE>

However, in our opinion, the statutory financial statements referred to above 
present fairly, in all material respects, the financial position of the 
Company as of December 31, 1995 and 1994, and the results of operations and 
its cash flows for each of the three years in the period ended December 31, 
1995 in conformity with statutory accounting practices as described in Note 1.

As discussed in Note 1 of notes to statutory financial statements, the 
Company changed its valuation method in determining aggregate reserves for 
future benefits.

                                                /s/ Arthur Andersen LLP

Hartford, Connecticut
January 24, 1996



<PAGE>

                          ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
                                   STATUTORY STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                                           FOR THE YEARS ENDED DECEMBER 31,
                                                  ---------------------------------------------------
                                                     1995                1994                1993
                                                  -----------         -----------         -----------
<S>                                              <C>                 <C>                 <C>
REVENUES
   Premiums and Annuity Considerations           $   165,792         $   442,173         $    14,281
   Annuity and Other Fund Deposits                 1,087,661             608,685           1,986,140
   Net Investment Income                              78,787              29,012               7,970
   Commissions and Expense Allowances on
   Reinsurance Ceded                                 183,380             154,527              60,700
   Reserve Adjustment on Reinsurance Ceded         1,879,785           1,266,926                   0
   Other Revenues                                    140,796              41,857             369,598
                                                 -----------         -----------         -----------
      TOTAL REVENUES                               3,536,201           2,543,180           2,438,689
                                                 -----------         -----------         -----------

BENEFITS AND EXPENSES
   Death and Annuity Benefits                         53,029               7,948               3,192
   Surrenders and Other Benefit Payments             221,392             181,749               4,955
   Commissions and Other Expenses                    236,202             186,303             132,169
   Increase in Reserves for Future Benefits           94,253             416,748               5,120
   Increase in Liability for Premium
   and Other Deposit Funds                           460,124             182,934             281,024
   Net Transfers to Separate Accounts              2,414,669           1,541,419           2,013,183
                                                 -----------         -----------         -----------
      TOTAL BENEFITS AND EXPENSES                  3,479,669           2,517,101           2,439,643
                                                 -----------         -----------         -----------
NET GAIN (LOSS) FROM OPERATIONS
   BEFORE FEDERAL INCOME TAX EXPENSE                  56,532              26,079                (954)

   Federal Income Tax Expense                         14,048              24,038              11,270
                                                 -----------         -----------         -----------

NET GAIN (LOSS) FROM OPERATIONS                       42,484               2,041             (12,224)

   Net Realized Capital Gains (Losses)                   374                  (2)                877
                                                 -----------         -----------         -----------
NET INCOME (LOSS)                                $    42,858         $     2,039         $   (11,347)
                                                 -----------         -----------         -----------
                                                 -----------         -----------         -----------

</TABLE>




                           The accompanying notes are an integral part of
                                  these financial statements
<PAGE>

                 ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
                            STATUTORY BALANCE SHEETS

<TABLE>
<CAPTION>
                                                        AS OF DECEMBER 31,
                                                 -------------------------------
                                                     1995                1994
                                                 -----------        ------------
<S>                                              <C>                <C>
ASSETS
   Bonds                                         $ 1,226,489        $   798,501
   Common Stocks                                      39,776              2,275
   Policy Loans                                       22,521             20,145
   Cash and Short-Term Investments                   173,304             84,312
   Other Invested Assets                              13,432              2,519
                                                 -----------        -----------
     TOTAL CASH AND INVESTED ASSETS                1,475,522            907,752
                                                 -----------        -----------

   Investment Income Due and Accrued                  18,021             12,757
   Premium Balances Receivable                           402                467
   Receivables from Affiliates                         8,182              2,861
   Other Assets                                       25,907             13,749
   Separate Account Assets                         7,324,910          3,588,077
                                                 -----------        -----------
     TOTAL ASSETS                                $ 8,852,944        $ 4,525,663
                                                 -----------        -----------
                                                 -----------        -----------

LIABILITIES
   Aggregate Reserves for Future Benefits        $   542,082        $   447,284
   Policy and Contract Claims                          8,223              9,902
   Liability for Premium and Other Deposit Funds     948,361            479,202
   Asset Valuation Reserve                             8,010              2,422
   Payable to Affiliates                               3,682              7,840
   Other Liabilities                                (220,658)          (100,349)
   Separate Account Liabilities                    7,324,910          3,588,077
                                                 -----------        -----------
      TOTAL LIABILITIES                            8,614,610          4,434,378
                                                 -----------        -----------

CAPITAL AND SURPLUS

   Common Stock                                        2,500              2,500
   Gross Paid-In and Contributed Surplus             226,043            114,109
   Unassigned Funds                                    9,791            (25,324)
                                                 -----------        -----------
     TOTAL CAPITAL AND SURPLUS                       238,334             91,285
                                                 -----------        -----------
TOTAL LIABILITIES AND CAPITAL AND SURPLUS        $ 8,852,944        $ 4,525,663
                                                 -----------        -----------
                                                 -----------        -----------

</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

<TABLE>
<CAPTION>
                                                                 FOR THE YEARS ENDED DECEMBER 31,
                                                           -----------------------------------------
                                                               1995           1994           1993
                                                           ------------   -----------    -----------
<S>                                                        <C>            <C>            <C>
CAPITAL AND SURPLUS - BEGINNING OF YEAR                    $    91,285    $    88,693    $    30,027
                                                           -----------    -----------    -----------

   Net Income (Loss)                                            42,858          2,039        (11,347)
   Net Unrealized Gains (Losses)                                 1,709           (133)        (1,198)
   Change in Asset Valuation Reserve                            (5,588)        (1,356)           135
   Change in Non-Admitted Assets                                (1,944)        (8,599)         1,076
   Change in Reserve (calculation basis-see Note 1)                  0         10,659              0
   Aggregate Write-ins for Surplus (see Note 3)                  8,080            (18)             0
   Dividends to Shareholder                                    (10,000)             0              0
   Paid-in Surplus                                             111,934              0         70,000
                                                           -----------    -----------    -----------
     Change in Capital and Surplus                             147,049          2,592         58,666
                                                           -----------    -----------    -----------
CAPITAL AND SURPLUS - END OF YEAR                          $   238,334    $    91,285    $    88,693
                                                           -----------    -----------    -----------
                                                           -----------    -----------    -----------

</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>
                                                                 FOR THE YEARS ENDED DECEMBER 31,
                                                           ------------------------------------------
                                                               1995           1994           1993
                                                           ------------   ------------    -----------
<S>                                                        <C>            <C>             <C>
OPERATIONS
   Premiums, Annuity Considerations and Fund
   Deposits                                                $ 1,253,511    $ 1,050,493    $ 2,000,492
   Investment Income                                            78,328         24,519          5,594
   Other Income                                              2,253,466      1,515,700        434,851
                                                           -----------    -----------    -----------
     Total Income                                            3,585,305      2,590,712      2,440,937
                                                           -----------    -----------    -----------

   Benefits Paid                                               277,965        181,205          8,215
   Federal Income Taxes Paid on Operations                     208,423         20,634          9,666
   Other Expenses                                            2,664,385      1,832,905      2,231,477
                                                           -----------    -----------    -----------
     Total Benefits and Expenses                             3,150,773      2,034,744      2,249,358
                                                           -----------    -----------    -----------

     NET CASH FROM OPERATIONS                                  434,532        555,968        191,579

PROCEEDS FROM INVESTMENTS
   Bonds                                                       287,941         87,747         88,334
   Common Stocks                                                    52              0              0
   Other                                                            28             40         23,638
                                                           -----------    -----------    -----------
     NET INVESTMENT PROCEEDS                                   288,021         87,787        111,972
                                                           -----------    -----------    -----------

TAX ON CAPITAL GAINS                                               226            (96)           376
PAID-IN-SURPLUS                                                111,934              0         70,000
OTHER CASH PROVIDED                                             28,199         30,554              0
                                                           -----------    -----------    -----------
     TOTAL PROCEEDS                                            862,460        674,405        373,175
                                                           -----------    -----------    -----------

COST OF INVESTMENTS ACQUIRED
   Bonds                                                       720,521        595,181        314,933
   Common Stocks                                                35,794            808            567
   Miscellaneous Applications                                    2,146          2,523              0
                                                           -----------    -----------    -----------
     TOTAL INVESTMENTS ACQUIRED                                758,461        598,512        315,500
                                                           -----------    -----------    -----------

OTHER CASH APPLIED
   Dividends Paid to Stockholder                                10,000              0              0
   Other                                                         5,007         24,813         24,626
                                                           -----------    -----------    -----------
     TOTAL OTHER CASH APPLIED                                   15,007         24,813         24,626
                                                           -----------    -----------    -----------
       TOTAL APPLICATIONS                                      773,468        623,325        340,126
                                                           -----------    -----------    -----------

NET CHANGE IN CASH AND SHORT-TERM INVESTMENTS                   88,992         51,080         33,049

CASH AND SHORT-TERM INVESTMENTS, BEGINNING OF YEAR              84,312         33,232            183
                                                           -----------    -----------    -----------
CASH AND SHORT-TERM INVESTMENTS, END OF YEAR               $   173,304    $    84,312    $    33,232
                                                           -----------    -----------    -----------
                                                           -----------    -----------    -----------

</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, 1995
                    (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 ITT
Hartford Group, Inc. (ITT Hartford), formerly a wholly owned subsidiary of ITT
Corporation (ITT).  On December 19, 1995, ITT Corporation distributed all the
outstanding shares of ITT Hartford Group to ITT shareholders of record in an
action known herein as the "Distribution". As a result of the Distribution, ITT
Hartford became an independent, publicly traded company.

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.

The preparation of financial statements in conformity with statutory accounting
principles requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilties and disclosure of contingent assets
and liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reported period. Actual results could differ
from those estimates.

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 and which for GAAP purposes, generally, for universal life policies and
investment products, are only recorded for policy charges for the cost of
insurance, policy administration and surrender charges assessed to policy
account balances.  Also, for GAAP purposes, premiums for traditional life
insurance policies are recognized as revenues when they are due from
policyholders and 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 for GAAP purposes 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 NAIC which may vary considerably from  interest and mortality assumptions
used for GAAP financial reporting;

(4) providing for income taxes based on current taxable income (tax return) 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
reporting and tax return purposes;

                                         -1-

<PAGE>

(5) excluding certain GAAP assets designated as non-admitted assets (e.g., past
due agent's balances and furniture and equipment) 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;

(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,
motivated by changes in interest rates during the period the asset is held, into
income over the remaining life to maturity 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;  whereas 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 affect 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 Gain/Loss on Investments, Net of Tax".  For statutory reporting
purposes, Net Unrealized Loss on Investments represents unrealized gains or
losses on common stock and other bonds reported at fair value; and

(10) separate account liabilties are valued on the Commissioner's Annuity
Reserve Valuation Method (CARVM), with the surplus generated recorded as a
liability to the general account (and a contra liability on the balance sheet of
the general account), whereas GAAP liabilities are valued at account value.

As of December 31, 1995, 1994 and 1993,  the significant differences between
statutory and GAAP basis
net income and capital and surplus for the Company are summarized as follows:

<TABLE>
<CAPTION>

                                 1995           1994           1993
<S>                            <C>             <C>            <C>    
GAAP Net Income:               $ 38,821        $23,295        $ 6,071

Amortization and deferral
  of policy acquisition costs  (174,341)      (117,863)      (147,700)
Benefit reserve adjustment       31,392         30,912         14,059
Deferred taxes                    2,801         (9,267)        (7,123)
Separate accounts               146,635         75,941        110,547
Coinsurance                           0          3,472         11,578
Other, net                       (2,450)        (4,451)         1,221
Statutory Net Income (Loss)    $ 42,858        $ 2,039       $(11,347)


</TABLE>

                                         -2-
<PAGE>

<TABLE>
<CAPTION>

                                   1995           1994           1993

GAAP Capital and Surplus      $ 455,541      $ 199,785      $ 198,408
<S>                           <C>           <C>             <C>      
Deferred policy
  acquisition costs            (596,542)      (422,201)      (304,338)
Benefit reserve adjustment       74,782         85,191         43,621
Deferred taxes                    1,493         13,257         13,706
Separate accounts               333,123        186,488        110,547
Asset valuation reserve          (8,010)        (2,422)        (1,066)
Coinsurance                           0              0         22,642
Unrealized gain (loss) on bonds  (1,696)        21,918              0
Adjustment relating
to Lyndon contribution          (41,277)             0              0
Other, net                       20,920          9,269          5,173
Statutory Capital and Surplus $ 238,334       $ 91,285       $ 88,693

</TABLE>

AGGREGATE RESERVES AND LIABILITIES FOR PREMIUM AND OTHER DEPOSIT FUNDS

Aggregate reserves for payment of future life, health and annuity benefits were
computed in accordance with presently accepted actuarial standards.  Reserves
for 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 6.0%.  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 Statements of Income.

During 1994, the Company changed the valuation method on aggregate reserves for
future benefits resulting in a $10.7 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 a permanent reduction in the value of
publicly traded securities occurs, the decrease is reported as a realized loss
and the carrying value is adjusted accordingly.  Common stocks are carried at
market value with the 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 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 $5,588, $1,356 and  $135 in 1995, 1994 and 1993, respectively. 
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, net of taxes, not included in IMR are reported in the Statutory
Statements of Income.  Realized investment gains and losses are determined

                                         -3-

<PAGE>

on a specific identification basis. The amount of net capital gains reclassified
from the IMR was $39 in 1995 and the amount of net capital losses was $67 and
$264 in 1994 and 1993, respectively.  The amount of income amortized was $256,
$114 and $178 in 1995, 1994 and 1993, respectively.

OTHER LIABILITIES

The amount reflected in other liabilities includes a receivable from the
separate accounts of $333.1, $186.5 million in 1995 and 1994, respectively. The
balances are classified in accordance with NAIC accounting practices.


2. INVESTMENTS:

  (a) COMPONENTS OF NET INVESTMENT INCOME

<TABLE>
<CAPTION>

                                        1995           1994           1993
<S>                                <C>           <C>              <C>     
Interest income from fixed
  maturity securities              $  76,100     $   28,335       $  7,541
Interest income from policy loans      1,504            454            124
Interest and dividends from
  other investments                    2,288          1,069            481
Gross investment income               79,892         29,858          8,146
Less: investment expenses              1,105            846            176
Net investment income              $  78,787     $   29,012       $  7,970

</TABLE>

  (b) UNREALIZED GAINS (LOSSES) ON COMMON STOCKS

<TABLE>
<CAPTION>

                                        1995           1994           1993
<S>                                <C>           <C>              <C>     
Gross unrealized gains at
  end of year                      $   1,724     $       75       $    148
Gross unrealized losses at
  end of year                              0            (60)             0
Net unrealized gains                   1,724             15            148
Balance at beginning of year              15            148             93
Change in net unrealized gains on
common stocks                      $   1,709     $     (133)      $     55

</TABLE>

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

<TABLE>
<CAPTION>



                                        1995           1994           1993
<S>                                <C>           <C>              <C>     
Gross unrealized gains at
  end of year                      $  22,251     $      986       $  5,916
Gross unrealized losses at
  end of year                         (1,374)       (34,718)          (684)
Net unrealized gains (losses)
  after tax                           20,877        (33,732)         5,232
Balance at beginning of year         (33,732)         5,232          2,287
Change in net unrealized gains
  (losses) on bonds and
    short-term investments         $  54,609     $  (38,964)      $  2,945

</TABLE>

                                         -4-

<PAGE>

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

<TABLE>
<CAPTION>

                                        1995           1994           1993
<S>                                    <C>          <C>             <C>   
Bonds and short term investments       $ 156        $  (101)       $  (316)
Common stocks                             52              0              0
Real estate and other                      0             34          1,316
                                        ----
Realized gains (losses)                  208            (67)         1,000
Capital gains (benefit) taxes           (205)             2            386
                                        ----
Net realized capital gains (losses)
  after tax                              413            (69)           614
Less: IMR capital gains (losses)          39            (67)          (263)
                                        ----
Net realized capital gains (losses)    $ 374        $    (2)       $   877

</TABLE>

(e)  OFF-BALANCE SHEET INVESTMENTS

The Company had no significant financial instruments with off-balance sheet risk
as of December 31, 1995 and 1994.

(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 COMMON STOCK INVESTMENTS

<TABLE>
<CAPTION>

                                         1995
                    ----------------------------------------------
                                                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      44,268           14         (248)      44,034
- - guaranteed and
  sponsored - asset backed     176,160        4,644         (682)     180,122
States, municipalities and
  political subdivisions        16,948           38           (6)      16,980
International governments        5,402          441            0        5,843
Public utilities               108,083        1,652          (90)     109,645
All other corporate            374,058        8,145         (248)     381,955
All other
  corporate - asset backed     410,197        5,841          (89)     415,949
Short-term investments         139,011           18            0      139,029
Certificates of deposit         91,373        1,458          (11)      92,820
Total                        1,365,500       22,251       (1,374)   1,386,377

</TABLE>

                                         -5-

<PAGE>

<TABLE>
<CAPTION>

                                         1995
                    ----------------------------------------------
                                                Gross       Gross
                                 Amortized   Unrealized   Unrealized      Fair
                                  Cost          Gains       Losses        Value
<S>                            <C>          <C>          <C>          <C>    
Common Stock - Unaffiliated      2,668          555            0        3,223
Common Stock - Affiliated       35,384        1,169            0       36,553
Total Common Stock              38,052        1,724            0       39,776

</TABLE>

<TABLE>
<CAPTION>

                                         1994
                    ----------------------------------------------
                                                Gross       Gross
                                Amortized   Unrealized   Unrealized      Fair
                                  Cost          Gains       Losses        Value
<S>                            <C>          <C>          <C>          <C>    
U.S. government and government
  agencies and authorities:
- - guaranteed and sponsored     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

</TABLE>

<TABLE>
<CAPTION>

                                         1994
                    ----------------------------------------------
                                                Gross       Gross
                                 Amortized   Unrealized   Unrealized      Fair
                                  Cost          Gains       Losses        Value
<S>                            <C>          <C>          <C>          <C>    
Common Stock - Unaffiliated     2,260            75          (60)       2,275


</TABLE>

The amortized cost and estimated market value of bonds and short-term
investments at  December 31, 1995 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.

                                         -6-
<PAGE>

<TABLE>
<CAPTION>

                                                                   Estimated
                                                  Amortized           Fair
                                                   Cost              Value
   Maturity             
   --------
   <S>                                            <C>              <C>
   Due in one year or less                          439,793           442,327
   Due after one year through five years            840,088           855,741
   Due after five years through ten years            80,820            83,432
   Due after ten years                                4,799             4,877
   Total                                          1,365,500         1,386,377

</TABLE>

Proceeds from sales of investments in bonds and short-term investments during
1995, 1994 and 1993 were $313,961, $117,912 and $333,023, respectively, 
resulting in gross realized gains of $1,419, $518 and $937, respectively, and
gross realized losses of $1,263, $624 and $1,255, respectively,  before
transfers to IMR.  The Company had realized gains of $52 during 1995 from a
capital gain distribution.
                                           
                       (h) FAIR VALUE OF FINANCIAL INSTRUMENTS 


<TABLE>
<CAPTION>

Balance sheet items: (in millions)                 1995             1994
                                         ------------------  -----------------
                                          Carrying     Fair    Carrying    Fair
                                           Amount     Value    Amount   Value

<S>                                      <C>          <C>    <C>        <C>  
Assets                                                  
     Fixed maturites                        1,366     1,386       855     821
     Common stocks                             40        40         2       2
     Policy loans                              23        23        20      20
     Miscellaneous                             13        13         2       2

Liabilities
     Liabilities on investment contracts    1,031       981       534     526

</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.

On June 30, 1995, the assets of Lyndon Insurance Company were contributed to
ILA.   As a result, ILA received approximately $365 million in fixed maturities,
equity securities and cash, $28 million in policy reserves, $187 million of
current tax liability, $26 million in IMR, $8 million in AVR (offset by an
aggregate write-in to surplus), and $4 million of other liabilities. The assets
in excess of liabilities of $112 were recorded as an increase to paid-in
surplus.

For additional information, see Note 5.
    
4. FEDERAL INCOME TAXES: 

The Company is included in the consolidated Federal income tax return of ITT
Hartford and its includable subsidiaries.  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


                                         -7-

<PAGE>


allocated in proportion to separate return amounts.  Intercompany Federal income
tax balances are generally settled quarterly with Hartford Fire Insurance
Company (Hartford Fire), a subsidiary of ITT Hartford. Federal income taxes paid
by the Company were $215,921, $20,538, and $10,042  in 1995, 1994 and 1993,
respectively. The effective tax rate was 25%, 92%, and 1,181% in 1995, 1994, and
1993 respectively. The following schedule provides a reconciliation of the
effective tax rate (in millions).

<TABLE>
<CAPTION>

                                                       1995      1994    1993
<S>                                                   <C>       <C>     <C>  
Tax provision (benefit) at US statutory rate             20         9      (1)
Tax acquisiton deferred costs                             8         8      10
Statutory to tax reserves                                 3         5       0
Investments and other                                   (17)         2       2
Federal income tax expense                               14        24      11

</TABLE>

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. ILA paid dividends of $10 million
to its parent, HLIC, in 1995. No dividends were paid in 1994 and 1993. As a
result of the distribution by ITT, the assets of ITT Lyndon Insurance Company
(Lyndon) were contributed to ILA in June 1995. Substantially all the business
was removed from Lyndon prior to the contribution. The amount of assets which
exceeded liabilities at the contribution date ($112 million) was included in
paid-in capital.

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

The Company's employees are included in ITT Hartford'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 $1,034, $1,211,
and $765 in 1995, 1994 and 1993, respectively. Liabilities for the plan are held
by Hartford Fire.

The Company also participates in ITT Hartford 's Investment and Savings Plan,
which includes a deferred compensation option under IRC section 401(k) and
an ESOP allocation under IRC section 404(k). The liabilities for these plans are
included in the financial statements of Hartford Fire. The cost to ILA was not
material in 1995, 1994 and 1993.

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. Amounts allocated by
Hartford Fire for post-retirement health care and life insurance benefits
expense (not including provisions for accrual of post-retirement benefit
obligations) are immaterial.

The assumed rate of future increases in the per capita cost of health care (the
health care trend rate) was 10.1% for 1995, 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. The cost to ILA was not material in 1995, 1994 and 1993.

Post-employment benefits are primarily comprised of obligations to provide
medical and life insurance to employees on long term disability. Post-
employment benefit expense was not material in 1995, 1994 and 1993.

                                         -8-

<PAGE>


7. REINSURANCE:

The Company cedes insurance to non-affiliated insurers in order to limit its
maximum loss. Such transfer does not relieve ILA of its primary liability. ILA
also assumes insurance from other insurers.

Life insurance net retained premiums were comprised of the following:


                                       For the years ended december 31
                                       -------------------------------

                                       1995.00   1994.00   1993.00
Direct premiums                         159,918   133,180   131,586
Premiums assumed                         13,299       960       841
Premiums ceded                            7,425  (308,033)  118,146
Premiums and annuity considerations      165,792  442,173    14,281

In December 1994 the Company ceded to a third party, on a modified coinsurance
basis, 80% of the variable annuity business written in 1994.  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.  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  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 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
Hartford Life and Accident, an affiliate.  As a result of this transaction, the
assets and liabilities of the Company increased approximately $1 billion,
substantially all of which was transferred to the separate accounts of the
Company. The remaining assets and liabilities (approximately $41 million) were
transferred in October 1995.  The impact of these transactions on net income and
surplus was not significant.  

8. SEPARATE ACCOUNTS:

The Company maintains separate account assets and liabilties totaling $7.3
billion and $3.6 billion at December 31, 1995 and 1994, respectively.  Separate
account assets are reported at fair value and separate account liabilities are
determined in accordance with the Commissioners Annuity Reserve  Valuation
Method (CARVM), which approximates the market value less applicable surrender
charges. Separate account assets are segregated from other investments, the
policyholder assumes the investment risk, and the investment income and gains
and losses accrue directly to the policyholder.  Separate account management
fees, net of minimum guarantees, were $72 million, $42 million, and $6 million 
in 1995, 1994, and 1993, respectively. 


                                         -9-

<PAGE>


9. COMMITMENTS AND CONTINGENCIES:

As of December 31, 1995, the Company had no material contingent liabilities, nor
had 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.

Under insurance guaranty laws in most states, insurers doing business therein
can be assessed up to prescribed limits for policyholder losses incurred by
insolvent companies. The amount of any future assessments on ILA under these
laws cannot be reasonably estimated. Most of the laws do provide, however, that
an assessment may be excused or deferred if it would threaten an insurer's own
financial strength. Additionally, guaranty fund assessments are used to reduce
state premium taxes paid by the company in certain states. ILA paid guaranty
fund assessments of $1,684, $583, and $495 in 1995, 1994, and 1993,
respectively.


                                         -10-


<PAGE>

                                                                         Page 1

                                      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)  The resolution authorizing the Separate Account is incorporated
          by reference to Post-Effective Amendment No. 2, to the Registration
          Statement File No.  33-73568, dated May 1, 1995.

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

          (3)  (a)  Principal Underwriter Agreement is incorporated herein.

          (3)  (b)  Form of Dealer Agreement is incorporated herein.

          (4)  The Individual Flexible Premium Variable Annuity Contract is
               incorporated by reference as stated above.

          (5)  The Form of Application is incorporated by reference as stated
               above.

          (6)  (a)  Certificate of Incorporation of ITT Hartford is incorporated
                    herein.

          (6)  (b)  Bylaws of ITT Hartford is incorporated herein.

          (7)  Not applicable.

          (8)  Not applicable.

          (9)  Legal opinion is incorporated herein.

          (10) Consent of Arthur Andersen LLP is incorporated herein.

          (11) No financial statements are omitted.

          (12) Not applicable.

          (13) Not applicable.

          (14) A financial data schedule is incorporated herein.

<PAGE>

                                                                         Page 2


At December 31, 1995, certain Hartford Life Insurance Company group pension
contracts held direct interest in shares as follows:

                                                                   Percent of
                                                     Shares      Total Shares
                                                     ------      ------------
   Hartford Advisers Fund, Inc.                     11,995,216        0.55%
   Hartford Capital Appreciation Fund, Inc.          9,760,293        1.58%
   Hartford Index Fund, Inc.                        12,029,208        7.67%
   Hartford International Opportunities Fund, Inc.   5,629,699        1.07%
   Hartford Mortgage Securities Fund, Inc.          15,512,929        5.07%
   Hartford Stock Fund, Inc.                            70,084        0.01%

Item 25. Directors and Officers of the Depositor

         Joan M. Andrew                   Vice President

         Wendell J. Bossen                Vice President

         Gregory A. Boyko                 Vice President

         Peter W. Cummins                 Vice President

         Ann M. deRaismes                 Vice President

         James R. Dooley                  Vice President

         Timothy M. Fitch                 Vice President

         Donald R. Frahm                  Director

         Bruce D. Gardner                 Director

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

         Donald J. Gillette               Vice President

         Lynda Godkin                     Associate General Counsel & Corporate
                                          Secretary

         Lois W. Grady                    Vice President

         David A. Hall                    Senior Vice President & Actuary


<PAGE>

                                                                         Page 3


         Joseph Kanarek                   Vice President, Director

         Robert A. Kerzner                Vice President

         LaVern L. Kohlhof                Vice President & Secretary

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

         Thomas M. Marra                  Executive Vice President, Director

         Steven L. Matthiesen             Vice President

         Joseph J. Noto                   Vice President

         Craig D. Raymond                 Vice President & Chief Actuary

         David T. Schrandt                Vice President, Treasurer

         Lowndes A. Smith                 President & Chief Executive Officer,
                                          Director

         Lizabeth H. Zlatkus              Vice President, Director

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

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

         Exhibit 26 is incorporated herein with this Registration Statement.

Item 27. Number of Contract Owners

         As of December 31, 1995 there were______________ Contract Owners.

Item 28. Indemnification

         The directors and officers of ITT Hartford and Hartford Securities
         Distribution Company, Inc. ("HSD") are covered under a directors and
         officers liability insurance policy issued to ITT Hartford Group, Inc.,
         and its subsidiaries.  Such policy will reimburse the Registrant for
         any payments that it shall make to directors and officers pursuant to
         law and will, subject to certain exclusions contained in the policy,
         further pay any other costs, charges and expenses and settlements and 
         judgments arising from any proceeding involving any director or officer
         of the
         

<PAGE>

                                                                         Page 4


         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.

         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) HSD acts as principal underwriter for the following investment
         companies:

         Hartford Life Insurance Company - Separate Account One

         Hartford Life Insurance Company - Separate Account Two

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

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

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

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

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

         Hartford Life Insurance Company - Putnam Capital Manager Trust Separate
         Account


<PAGE>

                                                                         Page 5


         Hartford Life Insurance Company - Separate Account Three

         Hartford Life Insurance Company - Separate Account Five

         ITT Hartford Life and Annuity Insurance Company - Separate Account One

         ITT Hartford Life and Annuity Insurance Company - Putnam Capital
         Manager Trust Separate Account Two

         ITT Hartford Life and Annuity Insurance Company - Separate Account
         Three

         ITT Hartford Life and Annuity Insurance Company - Separate Account Five


         ITT Hartford Life and Annuity Insurance Company - Separate Account Six


     (b) Directors and Officers of HSD

         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>

                                                                         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>

                 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

do hereby jointly and severally authorize Lynda Godkin and/or Scott K.
Richardson to sign as their agent, any Registration Statement, pre-effective
amendment, post-effective amendment and any application for exemptive relief 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:    10/19/95                
- -----------------------------------            ---------------------------      
       Bruce D. Gardner 


 /s/ Joseph H. Gareau                   Dated:    10/19/95               
- -----------------------------------            ---------------------------      
       Joseph H. Gareau
   

 /s/ Joseph Kanarek                     Dated:    10/19/95      
- -----------------------------------            ---------------------------      
       Joseph Kanarek  


 /s/ Thomas M. Marra                    Dated:    10/19/95       
- -----------------------------------            ---------------------------      
       Thomas M. Marra


 /s/ Lowneds A. Smith                   Dated:    10/19/95    
- -----------------------------------            ---------------------------      
       Lowndes A. Smith 


 /s/ Lizabeth H. Zlatkus                Dated:    10/19/95  
- -----------------------------------            ---------------------------      
       Lizabeth H. Zlatkus

 
<PAGE>

                                                                         Page 7

                                   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  15 day
of  April , 1996.                                                         --
    -----


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

*By: /s/ Thomas M. Marra                          *By: /s/ Lynda Godkin
     -----------------------------------------         -----------------------
     Thomas M. Marra, Executive Vice President         Lynda Godkin
                                                       Attorney-in-Fact


ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
          (Depositor)

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


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

Donald R.  Frahm, Director *
Bruce D. Gardner, Director *
Joseph H. Gareau, Executive Vice
   President and Chief Investment
   Officer, Director *
Joseph Kanarek, Vice President                     *By:   /s/ Lynda Godkin
  Director *                                          ------------------------
Thomas M. Marra, Executive Vice                          Lynda Godkin
   President, Director *                                 Attorney-in-Fact
Lowndes A. Smith, President,          
  Chief Operating Officer, Director *              Dated:    April 15, 1996
Lizabeth H. Zlatkus, Vice President                     ----------------------
   Director *                         
 


<PAGE>

                                                                    [Exhibit 3a]
                         PRINCIPAL UNDERWRITER AGREEMENT


THIS AGREEMENT, dated as of the  June 26, 1995, made by and between ITT HARTFORD
LIFE AND ANNUITY INSURANCE COMPANY ("ILA" or the "Sponsor"), a corporation
organized and existing under the laws of the State of Wisconsin, and HARTFORD
SECURITIES DISTRIBUTION COMPANY, INC. ("HSD"), a corporation organized and
existing under the laws of the State of Connecticut,

                                   WITNESSETH:

WHEREAS, the Board of Directors of ILA has made provision for the establishment
of a separate account within ILA in accordance with the laws of the State of
Wisconsin, which separate account was organized and is established and
registered as a unit investment trust type investment company with the
Securities and Exchange Commission under the Investment Company Act of 1940
("1940 Act"), as amended, and which is designated ITT Hartford Life and Annuity
Insurance Company Separate Account One (referred to as the "UIT"); and

WHEREAS, HSD offers to the public a certain Flexible Premium Variable Annuity
Insurance Contract (the "Contract") issued by ILA with respect to the UIT units
of interest thereunder which are registered under the Securities Act of 1933
("1933 Act"), as amended; and

WHEREAS, HSD 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 Principal Underwriter Agreement.

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

                                       I.

                                  HSD'S DUTIES

1.   HSD, as successor principal underwriter to Hartford Equity Sales Company,
     Inc. 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 ILA.  HSD is
     responsible for compliance with all applicable requirements of the 1933
     Act, as amended, the Securities Exchange Act of 1934 ("1934 Act"), as
     amended, and the 1940 Act, as amended, and the 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 UIT.


<PAGE>

                                       -2-

2.   HSD 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 ILA 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.   HSD agrees that it will utilize the then currently effective prospectus
     relating to the UIT's Contracts in connection with its selling efforts.

     As to the other types of sales materials, HSD 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.   HSD agrees that it or its duly designated agent shall maintain records of
     the name and address of, and the securities issued by the UIT and held by,
     every holder of any security issued pursuant to this Agreement, as required
     by the Section 26(a)(4) of the 1940 Act, as amended.

5.   HSD'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
     HSD, HSD shall not be subject to liability under a Contract for any act or
     omission in the course, or connected with, rendering services hereunder.

                                       II.

1.   The UIT reserves the right at any time to suspend or limit the public
     offering of the Contracts upon 30 days' written notice to HSD, except where
     the notice period may be shortened because of legal action taken by any
     regulatory agency.

2.   The UIT agrees to advice HSD immediately:

     (a)  Of any request by the Securities and Exchange Commission for amendment
          of its 1933 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 1933 Act registration
          statement relating to units of interest issued with respect to the UIT
          or of the initiation of any proceedings for that purpose;


<PAGE>

                                       -3-

     (c)  Of the happening of any material event, if known, which makes untrue
          any statement in said 1933 Act registration statement or which
          requires a change therein in order to make any statement therein not
          misleading.

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

                                      III.

                                  COMPENSATION

In accordance with an Expense Reimbursement Agreement between ILA and HSD, HSD
is obligated to reimburse HSD for all operating expenses associated with the
services provided on behalf of the UIT under this Principal Underwriter
Agreement.  No additional compensation is payable in excess of that required
under the Expense Reimbursement Agreement.

                                       IV.

                RESIGNATION AND REMOVAL OF PRINCIPAL UNDERWRITER

HSD may resign as a Principal Underwriter hereunder, upon 120 days' prior
written notice to ILA.  However, such resignation shall not become effective
until either the UIT has been completely liquidated and the proceeds of the
liquidation distributed through ILA 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
     prepaid, addressed as follows:

     (a)  If to ILA - ITT Hartford Life and Annuity Insurance Company,  P.O. Box
          2999, Hartford, Connecticut 06104.

     (b)  If to HSD - Hartford Securities Distribution Company, Inc., P.O. Box
          2999,

<PAGE>

                                       -4-

          Hartford, Connecticut 06104.

     or to such other address as HSD or ILA 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
     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 June 26, 1995 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 ILA.

     (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 ILA on 60 days' prior written notice to HSD; (2)
          shall immediately terminate in the event of its assignment and (3) may
          be terminated by HSD on 60 days' prior written notice to ILA, but such
          termination will not be effective until ILA shall have an agreement
          with one or more persons to act as successor principal underwriter of
          the Contracts.  HSD hereby agrees that it will continue to act as
          successor principal underwriter until its successor or successors
          assume such undertaking.



<PAGE>

                                       -5-

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 HARTFORD LIFE AND ANNUITY
                                        INSURANCE COMPANY


                                        BY: /s/ Thomas M. Marra
                                            ----------------------
                                             Thomas M. Marra
                                             Senior Vice President



Attest:                                 HARTFORD SECURITIES DISTRIBUTION
                                        COMPANY, INC.



/s/ Lynda Godkin                        BY:  /s/ George Jay
- --------------------------------             ------------------------------
Lynda Godkin                                 George Jay
Secretary                                    Controller


<PAGE>

                             BROKER-DEALER SALES AND
                              SUPERVISION AGREEMENT

This Broker-Dealer Sales and Supervision Agreement ("Agreement")
dated ____________________ is made by and between Hartford Life Insurance
Company and ITT Hartford Life and Annuity Insurance Company (referred to
collectively as "Companies"), Hartford Securities Distribution Company, Inc.
("Distributor"), a broker-dealer registered with the Securities and Exchange
Commission ("SEC") under the Securities and Exchange Act of 1934 ("1934 Act")
and a member of the National Association of Securities Dealers, Inc. ("NASD")
and __________________________________, who is also a broker-dealer registered
with the SEC under the 1934 Act and a member of the NASD ("Broker-Dealer"), and
any and all undersigned insurance agency affiliates ("Affiliates") of Broker-
Dealer.

WHEREAS, Companies offer certain variable life insurance policies and variable
and modified guaranteed annuity contracts which are deemed to be securities
under the Securities Act of 1933 (the "Registered Products"); and

WHEREAS, Companies wish to appoint the Broker-Dealer and Affiliates as agents of
the Companies for the solicitation and procurement of applications for
Registered Products; and

WHEREAS, Distributor is the principal underwriter of the Registered Products;
and

WHEREAS, Distributor anticipates having registered representatives who are
associated with Broker-Dealer ("Registered Representatives"), who are NASD
registered and are duly licensed under applicable state insurance law and
appointed as life insurance agents of Companies solicit and sell the Registered
Products; and

WHEREAS, Distributor acknowledges that the Broker-Dealer will provide certain
supervisory and administrative services to Registered Representatives who are
associated with the Broker-Dealer in connection with the solicitation, service
and sale of the Registered Products; and

WHEREAS, Broker-Dealer agrees to provide the aforementioned supervisory services
to its Registered Representatives who have been appointed by the Companies to
sell the Registered Products.

NOW THEREFORE, in consideration of the mutual covenants contained in this
Agreement, the parties agree to the following:


  I. APPOINTMENT OF THE BROKER-DEALER

     The Companies hereby appoint Broker-Dealer as an agent of the Companies for
     the solicitation and procurement of applications for the Registered
     Products offered by the Companies, as outlined in Exhibit A attached
     herein, in all states in which the Companies are authorized to do business
     and in which Broker-Dealer or any Affiliates are properly licensed.
     Distributor hereby authorizes Broker-Dealer under the securities laws to
     supervise Registered Representatives in connection with the solicitation,
     service and sale of the Registered Products.

 II. AUTHORITY OF THE BROKER-DEALER

<PAGE>

     Broker-Dealer has the authority to represent Distributor and Companies only
     to the extent expressly granted in this Agreement.  Broker-Dealer and any
     Registered Representatives shall not hold themselves out to be employees of
     Companies or Distributor in any dealings with the public.  Broker-Dealer
     and any Registered Representatives shall be independent contractors as to
     Distributor or Companies.  Nothing contained herein is intended to create a
     relationship of employer and employee between Broker-Dealer and Distributor
     or Companies or between Registered Representatives and Distributor or
     Companies.

III. BROKER-DEALER REPRESENTATION

     Broker-Dealer represents that it is a registered broker-dealer under the
     1934 Act, a member in good standing of the NASD, and is registered as a
     broker-dealer under state law to the extent necessary to perform the duties
     described in this Agreement.  Broker-Dealer represents that its Registered
     Representatives, who will be soliciting applications for the Registered
     Products, will be duly registered representatives associated with Broker-
     Dealer and that they will be representatives in good standing with
     accreditation as required by the NASD to sell the Registered Products.
     Broker-Dealer agrees to abide by all rules and regulations of the NASD,
     including its Rules of Fair Practice, and to comply with all applicable
     state and federal laws and the rules and regulations of authorized
     regulatory agencies affecting the sale of the Registered Products.

 IV. BROKER-DEALER OBLIGATIONS

   (a)     TRAINING AND SUPERVISION
           Broker-Dealer has full responsibility for the training and
           supervision of all Registered Representatives associated with
           Broker-Dealer and any other persons who are engaged directly or
           indirectly in the offer or sale of the Registered Products.  Broker-
           Dealer shall, during the term of this Agreement, establish and
           implement reasonable procedures for periodic inspection and
           supervision of sales practices of its Registered Representatives.

           If a Registered Representative ceases to be a Registered
           Representative of Broker-Dealer, is disqualified for continued
           registration or has their registration suspended by the NASD or
           otherwise fails to meet the rules and standards imposed by Broker-
           Dealer, Broker-Dealer shall immediately notify such Registered
           Representative that he or she is no longer authorized to solicit
           applications, on behalf of the Companies, for the sale of Registered
           Products.  Broker-Dealer shall immediately notify Distributor of
           such termination or suspension.

   (b)     SOLICITATION
           Broker-Dealer agrees to supervise its Registered Representatives so
           that they will only solicit applications in states where the
           Registered Products are approved for sale in accordance with
           applicable state and federal laws.  Broker-Dealer shall be notified
           by Companies or Distributor of the availability of the Registered
           Products in each state.

   (c)     NO CHURNING
           Broker-Dealer and any Registered Representatives shall not make any
           misrepresentation or incomplete comparison of products for the
           purpose of inducing a policyholder to lapse, forfeit or surrender
           its insurance in favor of purchasing a Registered Product.

   (d)     PROSPECTUS DELIVERY AND SUITABILITY REQUIREMENTS
           Broker-Dealer shall ensure that its Registered Representatives
           comply with the prospectus delivery requirements under the
           Securities Act of 1933.  In addition, Broker-Dealer shall ensure
           that its Registered Representatives shall not make recommendations
           to an applicant to purchase a Registered Product in the absence of
           reasonable grounds to believe that the


                                        2
<PAGE>


           purchase is suitable for such applicant, as outlined in the
           suitability requirements of the 1934 Act and the NASD Rules of Fair
           Practice.  Broker-Dealer shall  ensure that each application
           obtained by its Registered Representatives shall bear evidence of
           approval by one of its principals indicating that the application
           has been reviewed for suitability.


   (e)     PROMOTIONAL MATERIAL
           Broker-Dealer and its Registered Representatives are not authorized
           to provide any information or make any representation in connection
           with this Agreement or the solicitation of the Registered Products
           other than those contained in the prospectus or other promotional
           material produced or authorized by Companies or Distributor.

           Broker-Dealer agrees that if it develops any promotional material
           for sales, training, explanatory or other purposes in connection
           with the solicitation of applications for Registered Products,
           including generic advertising and/or training materials which may be
           used in connection with the sale of Registered Products, it will
           obtain the prior written consent of Distributor, and where
           appropriate, approval of Companies, such approval not to be
           unreasonably withheld.

   (f)     RECORD KEEPING
           Broker-Dealer is responsible for maintaining the records of its
           Registered Representatives.  Broker-Dealer shall maintain such other
           records as are required of it by applicable laws and regulations.
           The books, accounts and records maintained by Broker-Dealer that
           relate to the sale of the Registered Products, or dealings with the
           Companies, Distributor and/or Broker-Dealer shall be maintained so
           as to clearly and accurately disclose the nature and details of each
           transaction.

           Broker-Dealer acknowledges that all the records maintained by
           Broker-Dealer relating to the solicitation, service or sale of the
           Registered Products subject to this Agreement, including but not
           limited to applications, authorization cards, complaint files and
           suitability reviews, shall be available to Companies and Distributor
           upon request during normal business hours.  Companies and
           Distributor may retain copies of any such records which Companies
           and Distributor, in their discretion, deems necessary or desirable
           to keep.

   (g)     REFUND OF COMPENSATION
           Broker-Dealer agrees to repay Companies the total amount of any
           compensation which may have been paid to it within thirty (30)
           business days of notice of the request for such refund should
           Companies for any reason return any premium on a Registered Product
           which was solicited by a Registered Representative of Broker-Dealer.


   (h)     PREMIUM COLLECTION
           Broker-Dealer only has the authority to collect initial premiums
           unless specifically set forth in the applicable commission schedule.
           Unless previously authorized by Distributor, neither Broker-Dealer
           nor any of its Registered Representatives shall have any right to
           withhold or deduct any part of any premium it shall receive for
           purposes of payment of commission or otherwise.



V. COMPANIES AND/OR DISTRIBUTOR OBLIGATIONS

   (a)     PROSPECTUS/PROMOTIONAL MATERIAL
           Companies and/or Distributor will provide Broker-Dealer with
           reasonable quantities of the currently effective prospectus for the
           Registered Products and appropriate sales promotional


                                        3
<PAGE>


           material which has been filed with the NASD, and applicable state
           insurance departments.

   (b)     COMPENSATION
           Distributor will pay Broker-Dealer as full compensation for all
           services rendered by Broker-Dealer under this Agreement, commissions
           and/or service fees in the amounts, in the manner and for the period
           of time as set forth in the Commission Schedules attached to this
           Agreement or subsequently made a part hereof, and which are in
           effect at the time such Registered Products are sold.  The manner of
           commission payments (I.E. fronted or trail) is not subject to change
           after the effective date of a contract for which the compensation is
           payable.

           Distributor or Companies may change the Commission Schedules
           attached to this Agreement at any time.  Such change shall become
           effective only when Distributor or Companies provide the Broker-
           Dealer with written notice of the change.  No such change shall
           affect any contracts issued upon applications received by Companies
           at Companies' Home Office prior to the effective date of such
           change.

           Distributor agrees to identify to Broker-Dealer for each such
           payment, the name of the Registered Representative of Broker-Dealer
           who solicited each contract covered by the payment.  Distributor
           will not compensate Broker-Dealer for any Registered Product which
           is tendered for redemption after acceptance of the application.  Any
           chargebacks will be assessed against the Broker-Dealer of record at
           the time of the redemption.

           Distributor will only compensate Broker-Dealer or Affiliates, as
           outlined below, for those applications accepted by Companies, and
           only after receipt by Companies at Companies' Home Office or at such
           other location as Companies may designate from time to time for its
           various lines of business, of the required premium and compliance by
           Broker-Dealer with any outstanding contract and prospectus delivery
           requirements.

           In the event that this Agreement terminates for fraudulent
           activities or due to a material breach by the Broker-Dealer,
           Distributor will only pay to Broker-Dealer or Affiliate commissions
           or other compensation earned prior to discovery of events requiring
           termination. No further commissions or other compensation shall
           thereafter be payable.

   (c)     COMPENSATION PAYABLE TO AFFILIATES
           If Broker-Dealer is unable to comply with state licensing
           requirements because of a legal impediment which prohibits a non-
           domiciliary corporation from becoming a licensed insurance agency or
           prohibits non-resident ownership of a licensed insurance agency,
           Distributor agrees to pay compensation to Broker-Dealer's
           contractually affiliated insurance agency, a wholly-owned life
           agency affiliate of Broker-Dealer, or a Registered Representative or
           principal of Broker-Dealer who is properly state licensed.  As
           appropriate, any reference in this Agreement to Broker-Dealer shall
           apply equally to such Affiliate. Distributor agrees to pay
           compensation to an Affiliate subject to Affiliates agreement to
           comply with the requirements of Exhibit B, attached hereto.


 VI.   TERMINATION

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

   (b)     Such notice of termination shall be mailed to the last known address
           of Broker-Dealer appearing on Companies' records, or in the event of
           termination by Broker-Dealer, to the Home Office of Companies at
           P.O. Box 2999, Hartford, Connecticut 06104-2999.


                                        4
<PAGE>


   (c)     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.

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

       (1) Upon the bankruptcy or dissolution of Broker-Dealer.

       (2) When and if Broker-Dealer commits fraud or gross negligence in the
           performance of any duties imposed upon Broker-Dealer by this
           Agreement or wrongfully withholds or misappropriates, for Broker-
           Dealer's own use, funds of Companies, its policyholders or
           applicants.

       (3) When and if Broker-Dealer materially breaches this Agreement or
           materially violates state insurance or Federal securities laws and
           administrative regulations of a state in which Broker-Dealer
           transacts business.

       (4) When and if Broker-Dealer fails to obtain renewal of a necessary
           license in any jurisdiction, but only as to that jurisdiction.

   (e)     The parties agree that on termination of this Agreement, any
           outstanding indebtedness to Companies shall become immediately due
           and payable.

VII.   GENERAL PROVISIONS

   (a)     COMPLAINTS AND INVESTIGATIONS
           Broker-Dealer shall cooperate with Distributor and Companies in the
           investigation and settlement of all complaints or claims against
           Broker-Dealer and/or Distributor or Companies relating to the
           solicitation or sale of the Registered Products under this
           Agreement.  Broker-Dealer, Distributor and Companies each shall
           promptly forward to the other any complaint, notice of claim or
           other relevant information which may come into either one's
           possession.  Broker-Dealer, Distributor and Companies agree to
           cooperate fully in any investigation or proceeding in order to
           ascertain whether Broker-Dealer's, Distributor's or Companies'
           procedures with respect to solicitation or servicing is consistent
           with any applicable law or regulation.

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


   (b)     WAIVER
           The failure of Distributor or Companies to enforce any provisions of
           this Agreement shall not constitute a waiver of any such provision.
           The past waiver of a provision by Distributor or Companies shall not
           constitute a course of conduct or a waiver in the future of that
           same provision.

   (c)     INDEMNIFICATION
           Broker-Dealer shall indemnify and hold Distributor and Companies
           harmless from any liability, loss or expense sustained by Companies
           or the Distributor (including reasonable attorney fees) on account
           of any acts or omissions by Broker-Dealer or persons employed or
           appointed by Broker-Dealer, except to the extent Companies' or
           Distributor's acts or omissions caused such


                                        5
<PAGE>


           liability Indemnification by Broker-Dealer is subject to the
           conditions that Distributor or Companies promptly notify Broker-
           Dealer of any claim or suit made against Distributor or Companies,
           and that Distributor or Companies allow Broker-Dealer to make such
           investigation, settlement, or defense thereof as Broker-Dealer deems
           prudent. Broker-Dealer expressly authorizes Companies to charge
           against all compensation due or to become due to Broker-Dealer under
           this Agreement any monies paid or liabilities incurred by Companies
           under this Indemnification provision.

           Distributor and Companies shall indemnify and hold Broker-Dealer
           harmless from any liability, loss or expense sustained by the
           Broker-Dealer (including reasonable attorney fees) on account of any
           acts or omissions by Distributor or Companies, except to the extent
           Broker-Dealer's acts or omissions caused such liability.

           Indemnification by Distributor or Companies is subject to the
           condition that Broker-Dealer promptly notify Distributor or
           Companies of any claim or suit made against Broker-Dealer, and that
           Broker-Dealer allow Distributor or Companies to make such
           investigation, settlement, or defense thereof as Distributor or
           Companies deems prudent.

   (d)     ASSIGNMENT
           No assignment of this Agreement, or commissions payable hereunder,
           shall be valid unless authorized in writing by Distributor.  Every
           assignment shall be subject to any indebtedness and obligation of
           Broker-Dealer that may be due or become due to Companies and any
           applicable state insurance regulations pertaining to such
           assignments.

   (e)     OFFSET
           Companies may at any time deduct, from any monies due under this
           Agreement, every indebtedness or obligation of Broker-Dealer to
           Companies or to any of its affiliates.

   (f)     CONFIDENTIALITY
           Companies, Distributor and Broker-Dealer agree that all facts or
           information received by any party related to a contract owner shall
           remain confidential, unless such facts or information is required to
           be disclosed by any regulatory authority or court of competent
           jurisdiction.

   (g)     PRIOR AGREEMENTS
           This Agreement terminates all previous agreements, if any, between
           Companies, Distributor and Broker-Dealer.  However, the execution of
           this Agreement shall not affect any obligations which have already
           accrued under any prior agreement.

   (h)     CHOICE OF LAW
           This Agreement shall be governed by and construed in accordance with
           the laws of the State of Connecticut.

By executing this Broker-Dealer Sales and Supervision Agreement Specifications
Page, Broker-Dealer acknowledges that it has read this Agreement in its entirety
and is in agreement with the terms and conditions outlining the rights of
Distributor, Companies and Broker-Dealer and Affiliates under this Agreement.

IN WITNESS WHEREOF, the undersigned parties have executed this Agreement to be
effective as set forth above, upon the later of the execution date below or
approval of Distributor's registration by all appropriate state securities
commissions.


                                        6
<PAGE>


BROKER-DEALER                 HARTFORD SECURITIES DISTRIBUTION
                              COMPANY INC.

By:                           By:


Title:                        Title:


Date:                         Date:


AFFILIATE (IF APPLICABLE)     HARTFORD LIFE INSURANCE COMPANY

By:                           By:


Title:                        Title:


Date:                         Date:


                              ITT HARTFORD LIFE AND ANNUITY
                              INSURANCE COMPANY

                              By:


                              Title:


                              Date:


                                        7
<PAGE>


                                    EXHIBIT B

In accordance with Section V.(c) of the Broker-Dealer-Dealer Sales and
Supervision Agreement, no compensation is payable unless Broker-Dealer and
Registered Representative have first complied with all applicable state
insurance laws, rules and regulations.  Distributor must ensure that any Broker-
Dealer with whom Distributor intends to enter into an Agreement and any
Registered Representatives meet the licensing and registration requirements of
the state(s) Broker-Dealer operates in and the NASD.

Companies are required by the Insurance Department in all 50 states to pay
compensation only to individuals and entities that are properly insurance
licensed and appointed.  For registered products, Distributor must also comply
with NASD regulations that require Distributor to pay compensation to an NASD
registered Broker-Dealer.  Distributor must comply with both state and NASD
requirements.

Distributor requires confirmation that Broker-Dealer holds current state
insurance licenses or markets insurance products through a contractual affiliate
or wholly owned life agency, which is properly insurance licensed.  If Broker-
Dealer is properly state licensed then compensation may be paid to Broker-Dealer
in compliance with both state and NASD requirements.

If Broker-Dealer is not state insurance licensed and relies on the licensing of
a contractual affiliate or wholly owned life agency, the SEC has issued a number
of letters indicating that, under specific limited circumstances, it will take
"no action" against insurers (Distributor) paying compensation on registered
products to Broker-Dealer's contractual affiliate or wholly owned life agency.
At the request of Broker-Dealer, Distributor will provide copies of several of
these letters as well as a summary of their requirements.

If Broker-Dealer intends to rely on one of these "no-action" letters, legal
counsel for Broker-Dealer must confirm to Distributor in writing that all of the
circumstances of any one of the SEC no-action letters are applicable.  Broker-
Dealer's counsel must summarize each point upon which the no-action relief was
granted and represent that Broker-Dealer's method of operation is identical or
meets the same criteria.  Broker-Dealer's counsel must also confirm that, to the
best of counsel's knowledge, the SEC has not rescinded or modified its no-action
position since the letter was released.

The Broker-Dealer Sales and Supervision Agreement will not be finalized and no
new applications for registered products will be accepted or no new compensation
will be payable unless the appropriate proof of state licensing or no-action
relief is confirmed.  In addition to a letter from Broker-Dealer's counsel,
copies of the following documentation is required:

     --   life insurance licenses for all states in which Broker-Dealer holds
          these licenses and intends to operate and/or;

     --   life insurance licenses for any contractual affiliate or wholly owned
          life agency; and

     --   the SEC No-Action Letter that will be relied upon.


If you have any questions regarding these matters, please contact your Life
Licensing and Contracting representative.


                                        8



<PAGE>

                       CERTIFICATE AMENDING AND RESTATING
                       THE CERTIFICATE OF INCORPORATION BY
                ACTION OF THE BOARD OF DIRECTORS AND SHAREHOLDERS


1.   The name of the Corporation is ITT HARTFORD LIFE AND ANNUITY INSURANCE
     COMPANY.

2.   The Certificate of Incorporation is amended and restated by the following
     resolution of the Board of Directors and Shareholder of the Corporation.

     RESOLVED, that the Certificate of Incorporation of the Corporation, as
     supplemented and amended to date, is further amended and restated to read
     as follows:

     Section 1.     The name of the Corporation is ITT HARTFORD LIFE AND ANNUITY
                    INSURANCE COMPANY.

     Section 2.     The address of the Registered Office of the Corporation is
                    Hartford Plaza, Hartford, Connecticut  06104-2999.

     Section 3.     The Corporation is a body politic and corporate and shall
                    have all the powers granted by the general statutes, as now
                    enacted or hereinafter amended, to corporations formed under
                    the Stock Corporation Act.

     Section 4.     The Corporation shall have the purposes and powers to write
                    any and all forms of insurance which any other corporation
                    now or hereafter chartered in Connecticut and empowered to
                    do an insurance business may now or hereafter lawfully do;
                    to accept and to cede reinsurance; to issue policies and
                    contracts for any kind or combination of kinds of insurance;
                    to issue policies or contracts either with or without
                    participation in profits; to acquire and hold any or all of
                    the shares or other securities of any insurance corporation
                    or any other kind of corporation; and to engage in any
                    lawful act or activity for which corporations may be formed
                    under the Stock Corporation Act.  The corporation is
                    authorized to exercise the powers herein granted in any
                    state, territory or jurisdiction of the United States or in
                    any foreign country.

     Section 5.     The Corporation shall obtain a license from the insurance
                    commissioner prior to the commencement of business and shall
                    be subject to all general statutes applicable to insurance
                    companies.

   

     Section 6.     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.

    

   

     Section 7.     No shareholder shall, because of his ownership of shares,
                    have a preemptive or 

    

<PAGE>

                                       -2-

                    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 sold by it after its incorporation.

   

     Section 8.     The minimum amount of stated capital with which the
                    corporation shall commence business is One Thousand Dollars
                    ($1,000.00).

    

   

     Section 9.     So much of the charter of said corporation is amended, as is
                    inconsistent herewith is repealed, provided such repeal
                    shall not invalidate or otherwise affect any action taken
                    pursuant to the charter of the corporation, in accordance
                    with its terms, prior to the effective date of such repeal.

    

3.   The above resolution was passed by the Board of Directors and the
     Shareholder of the Corporation.  The number of shares entitled to vote
     thereon was 3,000 and the vote required for adoption was 2,000 shares.  The
     vote favoring adoption was 3,000 which was the greatest vote needed to pass
     the resolution.

   
4.   The term of existence of the corporation shall be perpetual.
    
   
Dated at Simsbury, Connecticut this 30 day of  April, 1996.
                                    --
    

We hereby declare, under the penalties of false statement, that the statements
made in the foregoing Certificate are true.


                                        ITT HARTFORD LIFE AND 
                                        ANNUITY INSURANCE COMPANY

                                        /s/ Lowndes A. Smith
                                        -----------------------------
                                        Lowndes A. Smith, President



/s/ Lynda Godkin
- ----------------------------------------
Lynda Godkin, Associate General Counsel 
and Corporate Secretary

 

<PAGE>

                           AMENDED AND RESTATED BYLAWS 

                                       OF

                 ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY




                              EFFECTIVE MAY 1, 1996

<PAGE>

                                      -2-

                                   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 Connecticut, as the Board of Directors may
designate or as the business of the Company may require.

SECTION 3. The registered office of the Company is Hartford Plaza, Hartford,
Connecticut 06104-2999.

                                   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.

<PAGE>

                                      -3-

SECTION 7.  A majority of the total number of shares entitled to vote,
represented in person or by proxy, shall constitute a quorum.

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.

<PAGE>

                                      -4-

SECTION 2.   The Directors may fill any vacancy among the officers by election
for the unexpired term.

SECTION 3.    The Board of Directors may appoint from its own number an
Executive Committee of not less than five Directors. The Executive Committee may
exercise all powers vested in and conferred upon the Board of Directors at any
time when the Board is not in session. A majority of the members of said
Committee shall constitute a quorum.  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.

<PAGE>

                                      -5-

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.

                                    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.

<PAGE>

                                      -6-

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.

                                    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.

<PAGE>

                                      -7-

SECTION 3.  Sale or transfer of any stocks or bonds shall be made upon
authorization of the Finance Committee unless specifically authorized by the
Board of Directors.

SECTION 4.  Transfers of stock and registered bonds, deeds, leases, releases,
sales, mortgages chattel or real, assignments or partial releases of mortgages
chattel or real, and in general all instruments of defeasance of property and
all agreements or contracts affecting the same, except discharges of mortgages
and entries to foreclose the same as hereinafter provided, shall be authorized
by the Finance Committee or the Board of Directors, and be executed jointly for
the Company by two persons, to wit:  the Chairman of the Board, the 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.

<PAGE>

                                      -8-

The Board of Directors, the President, the Chairman of the Finance Committee, a
Vice President, or such executive officers as are designated by the Board of
Directors may authorize withdrawal of funds by checks or drafts drawn at offices
of the Company to be signed by Managers, General Agents, or employees of the
Company, provided that all such checks or drafts shall be signed by two such
authorized persons, except checks or drafts used for the payment of claims or
losses which need to be signed by only one such authorized 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.

SECTION 3.   The Company shall indemnify any person who was or is a party or is
threatened to

<PAGE>

                                      -9-

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.

<PAGE>

                                      -10-

   
                                  ARTICLE X

                             Term of Existence

SECTION 1.   The term of existence of the corporation shall be perpetual.
    

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
first day of May, 1996.

Attest:


- ---------------------------------
Gregory A. Boyko
Vice President


<PAGE>
                                                                     [Exhibit 9]


March 15, 1996

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

RE:  SEPARATE ACCOUNT ONE ("SEPARATE ACCOUNT")
     ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY ("COMPANY")
     FILE NO. 33-73568

Dear Sir/Madam:

In my capacity as Associate General Counsel of the Company, I have supervised
the establishment of the Separate Account by the Board of Directors of the
Company as a separate account for assets applicable to Contracts offered by the
Company pursuant to Wisconsin law.  I have participated in the preparation of
the registration statement for the Separate Account on Form N-4 under the
Securities Act of 1933 and the Investment Company Act of 1940 with respect to
the Contracts.

I am of the following opinion:

1.   The Separate Account is a separate account of the Company validly existing
     pursuant to Wisconsin law and the regulations issued thereunder.

2.   The assets held in the Separate Account are not chargeable with liabilities
     arising out of any other business the Company may conduct.

3.   The Contracts are legally issued and represent binding obligations of the
     Company.

In arriving at the foregoing opinion, I have made such examination of the law
and examined such records and other documents as in my opinion as are necessary
or appropriate.

I hereby consent to the filing of this opinion as an exhibit to the registration
statement under the Securities Act of 1933.

Sincerely,


Lynda Godkin
Associate General Counsel & Secretary


                                       13

<PAGE>

                                                                    [Exhibit 10]

                               ARTHUR ANDERSEN LLP



                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS



As independent public accountants, we hereby consent to the use of our reports
(and to all references to our Firm) included in or made a part of this
Registration Statement File No. 33-73568 for ITT Hartford Life Annuity Insurance
Company Seperate Account One on Form N-4.


                                             /s/ Arthur Andersen LLP


Hartford, Connecticut
April 24, 1996




<PAGE>

EXHIBIT 26
PERSONS CONTROLLED BY OR UNDER COMMON
CONTROL WITH THE DEPOSITOR OR REGISTRANT   





                              ITT Hartford Group, Inc..
                                      (Delaware)
                                          |
                           Hartford Fire Insurance Company
                                    (Connecticut)
                                          |
                       Hartford Accident and Indemnity Company
                                    (Connecticut)
                                          |
                     Hartford Life and Accident Insurance Company
                                    (Connecticut)
                                          |
                                          |
                                          |
                                          |
                                          |

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
<S>                          <C>                           <C>                           <C>
Alpine Life                  Hartford Financial            Hartford Life                 American Maturity
Insurance Company            Services Life                 Insurance Company             Life Insurance
(New Jersey)                 Insurance Co.                 (Connecticut)                 Company
                             (Connecticut)                       |                       (Connecticut)
                                                                 |
                                                                 |
                                                                 |
                                                                 |
- --------------------------------------------------------------------------------------------------------------
<CAPTION>
<S>                     <C>                      <C>                 <C>                 <C>
ITT Hartford            ITT Hartford             The Hartford        Hartford            Hartford Securities
Life and Annuity        International Life       Investment          Equity Sales        Distribution 
Insurance Company       Reassurance Corp         Management Co.      Company, Inc.       Company, Inc.
(Connecticut)           (Connecticut)            (Connecticut)       (Connecticut)       (Connecticut)
</TABLE>

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                    3,054,569,000
<INVESTMENTS-AT-VALUE>                   3,421,262,303
<RECEIVABLES>                               11,056,784
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                           3,432,319,087
<PAYABLE-FOR-SECURITIES>                    10,960,780
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                         10,960,780
<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>                             3,421,358,307
<DIVIDEND-INCOME>                           67,860,676
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                              38,980,895
<EXPENSES-NET>                              29,952,514
<NET-INVESTMENT-INCOME>                     37,908,162
<REALIZED-GAINS-CURRENT>                      (25,486)
<APPREC-INCREASE-CURRENT>                  448,098,761
<NET-CHANGE-FROM-OPS>                      524,962,332
<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>                   1,650,920,307
<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>                            0.000
<PER-SHARE-NII>                                  0.000
<PER-SHARE-GAIN-APPREC>                          0.000
<PER-SHARE-DIVIDEND>                             0.000
<PER-SHARE-DISTRIBUTIONS>                        0.000
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              0.000
<EXPENSE-RATIO>                                  0.000
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>


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