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

                                             File No. 33-56790

                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.  6                        [X]
                                 --------
    

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

   
     Amendment No.  6                                       [X]
                  ------
    

         ITT HARTFORD LIFE AND ANNUITY 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 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                         Cover Page

     2.  Definitions                        Glossary of Special Terms

     3.  Synopsis or Highlights             Summary

     4.  Condensed Financial Information    Accumulation Unit Values; Yield
                                            Information

     5.  General Description of Registrant  The Contract, Separate Account One
                                            and the Fixed Account; ITT Hartford
                                            Life and Annuity Insurance
                                            Company and the Funds;
                                            Miscellaneous

     6.  Deductions                         Charges Under the Contract

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

     8.  Annuity Period                     Payment of Benefits

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

     10. Purchases and Contract Value       Operation of the Contract

     11. Redemptions                        Payment of Benefits

     12. Taxes                              Federal Tax Considerations

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

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



<PAGE>
   [LOGO]
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                                                                 <C>
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
P.O. Box                                                                SEPARATE
Hartford, Connecticut 06102-5085                                     ACCOUNT ONE
</TABLE>
 
- --------------------------------------------------------------------------------
 
This  Prospectus describes  The Director,  an individual  and group tax-deferred
variable  annuity  Contract  designed  for  retirement  planning  purposes  (the
"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, Inc.               --   shares  of  Hartford   Capital  Appreciation  Fund,   Inc.
                                                   ("Capital   Appreciation   Fund"),   (formerly   "Hartford
                                                   Aggressive Growth Fund, Inc.")
Dividend and Growth Fund                      --   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                   --   shares  of  Hartford  International  Advisers  Fund,  Inc.
                                                   Sub-Account ("International Advisers Fund")
International Opportunities                   --   shares of Hartford International Opportunities Fund,  Inc.
                                                   ("International Opportunities Fund")
Money Market Fund                             --   shares  of  HVA  Money Market  Fund,  Inc.  ("Money Market
                                                   Fund")
Mortgage Securities Fund                      --   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, where available, that investors should know before investing.
This Prospectus  should be  kept for  future reference.  Additional  information
about  the  Separate Account  and  the Fixed  Account  has been  filed  with the
Securities and Exchange Commission and is available without charge upon request.
To obtain the Statement of Additional Information send a written request to  ITT
Hartford   Life  and   Annuity  Insurance  Company,   Attn:  Individual  Annuity
Operations, P.O.  Box  5085,  Hartford, Connecticut  06102-5085.  The  Table  of
Contents  for the Statement of Additional Information may be found on page 33 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>
                                                                           PAGE
                                                                           ----
 <S>                                                                       <C>
 GLOSSARY OF SPECIAL TERMS...............................................    3
 FEE TABLE...............................................................    5
 ACCUMULATION UNIT VALUES................................................    6
 SUMMARY.................................................................    7
 PERFORMANCE RELATED INFORMATION.........................................    9
 INTRODUCTION............................................................    9
 THE CONTRACT, SEPARATE ACCOUNT ONE AND THE FIXED ACCOUNT................   10
   What are the Contracts?...............................................   10
   Who can buy these Contracts?..........................................   10
   What is the Separate Account and how does it operate?.................   11
   What is the Fixed Account and how does it operate?....................   11
   May I transfer assets between Sub-Accounts?...........................   12
   May I transfer assets between the Fixed Account and the
    Sub-Accounts?........................................................   13
 OPERATION OF THE CONTRACT...............................................   13
   How is my Premium Payment credited?...................................   13
   What size Premium Payments must I make?...............................   13
   What if I am not satisfied with my purchase?..........................   13
   May I assign or transfer my Contract?.................................   13
   How do I know what my Contract is worth?..............................   14
   How is the Accumulation Unit value determined?........................   14
   How are the underlying Fund shares valued?............................   14
   How is the value of the Fixed Account determined?.....................   14
 PAYMENT OF BENEFITS.....................................................   14
   What would my Beneficiary receive as a death benefit?.................   14
   How can a Contract be redeemed or surrendered?........................   15
   Can payment of a redemption, surrender or death benefit ever postponed
    beyond the seven day period?.........................................   16
   May I surrender once Annuity payments have started?...................   16
   What are my Annuity benefits?.........................................   16
   How are Annuity payments determined?..................................   18
 CHARGES UNDER THE CONTRACTS.............................................   18
   How are the sales charges under the Contracts made?...................   18
   Is there ever a time when the sales charges do not apply?.............   19
   What do the sales charges cover?......................................   19
   What is the mortality and expense risk charge?........................   20
   Are there any administrative charges?.................................   20
   How much are the deductions for Premium Taxes?........................   20
 ITT HARTFORD LIFE AND ANNUITY COMPANY AND THE FUNDS.....................   20
   What is ITT Hartford?.................................................   20
   What are the Funds?...................................................   21
   Does ITT Hartford have any interest in the Funds?.....................   23
 FEDERAL TAX CONSIDERATIONS..............................................   23
   What are some of the federal tax consequences which affect these
    Contracts?...........................................................   23
   Annuity Purchases by Nonresident Aliens and Foreign Corporations......   27
 MISCELLANEOUS...........................................................   28
   What are my voting rights?............................................   28
   Will other Contracts be participating in the Separate Account?........   28
   How are the Contracts sold?...........................................   28
   Who is the custodian of the Separate Account's assets?................   28
   Are there any material legal proceedings affecting the Separate
    Account?.............................................................   29
   Are you relying on any experts as to any portion of this
    Prospectus?..........................................................   29
   How may I get additional information?.................................   29
 APPENDIX I -- INFORMATION REGARDING TAX QUALIFIED PLANS.................   30
 TABLE OF CONTENTS FOR STATEMENT OF ADDITIONAL INFORMATION...............   33
</TABLE>
 
                                       2
<PAGE>
                           GLOSSARY OF SPECIAL TERMS
 
ACCUMULATION UNIT: An accounting unit of measure used to calculate values before
Annuity payments begin.
 
ANNUITANT: The person or participant upon whose life the Contract is issued.
 
ANNUITY:  A series of  payments for life, or  for life with  a minimum number of
payments or  a  determinable  sum  guaranteed,  or  for  a  joint  lifetime  and
thereafter during the lifetime of the survivor, or for a designated period.
 
ANNUITY  COMMENCEMENT DATE: The date on  which Annuity payments are to commence.
Under group unallocated Contracts, the  date for each Participant is  determined
by  the Contract Owner in accordance with the  terms of the Plan. It will always
be the fifteenth of a calendar month.
 
ANNUITY UNIT:  An accounting  unit of  measure used  to calculate  the value  of
Annuity payments.
 
BENEFICIARY:  The  person(s) who  receive Contract  Values in  the event  of the
Annuitant's or Contract Owner's  death under certain  conditions. Under a  group
unallocated  Contract,  the  person named  by  the Participant  within  the Plan
documents/enrollment forms who is  entitled to receive benefits  in case of  the
death of the Participant.
 
CODE: The Internal Revenue Code of 1986, as amended.
 
COMMISSION: Securities and Exchange Commission.
 
CONTINGENT  ANNUITANT: The person so designated  by the Contract Owner, who upon
the Annuitant's  death, prior  to  the Annuity  Commencement Date,  becomes  the
Annuitant.
 
CONTRACT ANNIVERSARY: The anniversary of the Contract Date.
 
CONTRACT  OWNER(S):  The  owner(s) of  the  Contract, trustee  or  other entity,
sometimes herein referred to as "you".
 
CONTRACT VALUE: The aggregate value  of any Sub-Account Accumulation Units  held
under the Contract plus the value of the Fixed Account.
 
CONTRACT  YEAR: A period of  12 months commencing with  the Contract Date or any
anniversary thereof.
 
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 ACCOUNT 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 20  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,
Connecticut  06089,  for  all  variable  annuity  Contracts.  All correspondence
concerning this Contract should be sent to P.O. Box 5085, Hartford,  Connecticut
06102-5085, Attn: Individual Annuity Operations.
 
ITT HARTFORD: ITT Hartford Life and Annuity Insurance Company.
 
MINIMUM DEATH BENEFIT -- The minimum amount payable upon the death of a Contract
Owner,  Annuitant or Participant, in the case of group Contracts prior to age 85
and before annuity payments have commenced.
 
NON-QUALIFIED CONTRACT: A Contract  which is not  classified as a  tax-qualified
retirement plan using pre-tax dollars under Internal Revenue Code.
 
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 Section401(k) on an Individual Retirement Annuity (IRA).
 
SEPARATE  ACCOUNT: The ITT Hartford separate account entitled "ITT Hartford Life
and Annuity Insurance Company Separate Account One".
 
                                       3
<PAGE>
SPECIFIED CONTRACT ANNIVERSARY:  Every seventh Contract  Anniversary (i.e.,  the
7th, 14th, 21st, etc. Contract Anniversaries).
 
SUB-ACCOUNT:  Accounts established within the Separate Account with respect to a
Fund.
 
TERMINATION VALUE: The Contract Value upon termination of the Contract prior  to
the  Annuity Commencement  Date, less any  applicable Premium  Taxes, the Annual
Maintenance Fee and any applicable contingent deferred sales charges.
 
UNALLOCATED CONTRACTS  -- Contracts  issued to  employers, or  other entity,  as
Contract  Owner  under which  no allocation  of  Contract Values  is made  for a
specific  Participant.  The  Plans  will  be  responsible  for  the   individual
allocations.
 
VALUATION  DAY: Every day the  New York Stock Exchange  is open for trading. The
value of the Separate Account is determined  at the close of the New York  Stock
Exchange (currently 4:00 p.m. Eastern Time) on such days.
 
VALUATION  PERIOD:  The  period  between the  close  of  business  on successive
Valuation Days.
 
VARIABLE ANNUITY:  An  Annuity  providing  for payments  varying  in  amount  in
accordance with the investment experience of the assets of the Separate Account.
 
                                       4
<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)................................................       7%
     Second Year...................................................       6%
     Third Year....................................................       5%
     Fourth Year...................................................       4%
     Fifth Year....................................................       3%
     Sixth Year....................................................       2%
     Seventh Year..................................................       1%
     Eighth Year...................................................       0%
 Annual Contract Fee (2)...........................................  $   25(2)
 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 $25 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 0.06%
    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...........  $ 89   $ 108   $ 130    $ 217     $ 18   $  58   $  99    $ 216     $ 19   $  58   $ 100    $ 217
 Hartford Stock Fund..........    88     107     127      211       18      56      97      211       18      57      97      211
 HVA Money Market Fund........    88     106     126      208       17      55      95      207       18      56      96      208
 Hartford Advisers Fund.......    90     112     136      230       19      61     106      229       20      62     106      230
 Hartford Capital Appreciation
   Fund.......................    90     113     138      233       20      62     107      232       20      63     108      233
 Hartford Mortgage Securities
   Fund.......................    88     106     127      210       18      56      96      210       18      56      97      210
 Hartford Index Fund..........    87     104     123      202       17      53      92      201       17      54      93      202
 Hartford International
   Opportunities Fund.........    92     119     148      252       22      68     117      252       22      69     118      252
 Hartford Dividend & Growth
   Fund.......................    91     116     143      243       21      65     112      242       21      66     113      243
 Hartford International
   Advisers Fund..............    96     130     167      290       25      79     136      289       26      80     137      290
</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,  insofar  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>
                                                                                           1995         1994         1993
                                                                                        -----------  -----------  -----------
<S>                                                                                     <C>          <C>          <C>
BOND FUND SUB-ACCOUNT
Accumulation unit value at beginning of period........................................       $1.607       $1.694       $1.556(a)
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(a)
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(a)
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(a)
Accumuation 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(a)
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(a)
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(a)
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 beginning of period........................................       $1.181       $1.220       $0.924(a)
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>
                                    SUMMARY
 
A. CONTRACTS OFFERED
 
    Individual  and  group  tax-deferred  Variable  Annuity  Contracts  (see "C.
Taxation of  Annuities  in General,"  page  23). Generally,  the  Contracts  are
purchased  by completing an application  or an order to  purchase a Contract and
submitting it, along with the initial  Premium Payment, to ITT Hartford for  its
approval.  A Contract  Owner may at  any time, within  10 days of  delivery of a
Contract sold hereunder, return the Contract to ITT Hartford at its Home  Office
and  the  value of  the  Contract (without  deduction  for any  charges normally
assessed thereunder) will be refunded.  The Contract Owner bears the  investment
risk   during  the  period  prior  to  the  Company's  receipt  of  request  for
cancellation except  for  Contract  Owners in  Georgia,  North  Carolina,  South
Carolina,  Washington, West Virginia,  Utah, and other  states where required by
law, who will be refunded the premium (see "How is my Premium Payment credited?"
page 13).
 
B. ELIGIBLE PURCHASERS
 
    Any individual,  group or  trust  may purchase  the Contract  including  any
trustee  or custodian for a retirement  plan which qualifies for special Federal
tax treatment under the Internal  Revenue Code, including individual  retirement
annuities  ("Qualified Contracts"). (See "Federal Tax Considerations" commencing
on page 23 and Appendix II commencing on page   .)
 
C. MINIMUM PREMIUM PAYMENTS
 
    The minimum  initial  Premium Payment  is  $2,000. Thereafter,  the  minimum
payment  is $500.  Certain plans or  programs may make  smaller periodic premium
payments. (See "What size Premium Payments must I make?" page 13.)
 
D. UNDERLYING INVESTMENTS FOR CONTRACTS
 
    Hartford Advisers Fund,  Inc., Hartford  Bond Fund,  Inc., Hartford  Capital
Appreciation Fund, Inc., Hartford Dividend and Growth Fund, Hartford Index Fund,
Inc.,   Hartford  International  Advisers  Fund,  Inc.,  Hartford  International
Opportunities Fund,  Inc., Hartford  Mortgage  Securities Fund,  Inc.,  Hartford
Stock  Fund, Inc., HVA Money Market Fund, Inc., and such other funds as shall be
offered from time to time, and the Fixed Account, or a combination of the  Funds
and  the Fixed Account. Qualified Contracts issued prior to May 1, 1987 may also
have shares of Hartford U.S. Government Money Market Fund, Inc.
 
E. CHARGES UNDER THE CONTRACTS
 
  1. SALES EXPENSES
 
    There is no deduction  for sales expenses from  Premium Payments when  made.
However,  a contingent  deferred sales charge  may be  assessed against Contract
Values when they are surrendered. (See "Charges under the Contracts"  commencing
on page 18.)
 
    The  length  of  time from  receipt  of a  Premium  Payment to  the  time of
surrender determines the  contingent deferred  sales charge.  For this  purpose,
Premium Payments will be deemed to be surrendered in the order in which they are
received  and all surrenders will  be first from Premium  Payments and then from
other Contract Values. The charge is  a percentage of the amount withdrawn  (not
to exceed the aggregate amount of the Premium Payments made) and equals:
 
<TABLE>
<CAPTION>
                         LENGTH OF TIME
          CHARGE      FROM PREMIUM PAYMENT
          ------      --------------------
                       (NUMBER OF YEARS)
          <S>         <C>
            7%                 1
            6%                 2
            5%                 3
            4%                 4
            3%                 5
            2%                 6
            1%                 7
            0%             8 or more
</TABLE>
 
                                       7
<PAGE>
    No  contingent deferred sales charge will be  assessed in the event of death
of the  Annuitant or  Contract Owner,  or upon  the exercise  of the  withdrawal
privilege  or if Contract Values  are applied to an  Annuity option provided for
under the Contract (except that a surrender  out of an Annuity Option Four  will
be  subject to  a contingent deferred  sales charge where  applicable). (See "Is
there ever a time when the sales charges do not apply?" commencing on page 19.)
 
  2. WITHDRAWAL PRIVILEGE
 
    Withdrawals of up to 10% per year, on a non-cumulative basis, of the Premium
Payments made to a Contract may be made without the imposition of the contingent
deferred sales charge. (See "Is there ever a time when the sales charges do  not
apply?" commencing on page 19.)
 
  3. ANNUAL MAINTENANCE FEE
 
    The  Contracts provide for an administrative  charge in the amount of $25.00
to be  deducted from  Contract  Values each  Contract  Year (not  applicable  to
Contracts  with  Account  Values  of  $50,000  or  more).  (See  "Are  there any
administrative charges?" commencing on page 20.)
 
  4. MORTALITY AND EXPENSE RISKS
 
    For assuming  the  mortality and  expense  risks under  the  Contracts,  ITT
Hartford  will make a 1.25% per annum charge against all Contract Values held in
the Separate Account, except the Fixed Account. (See "What is the mortality  and
expense risk charge?" commencing on page 20.)
 
  5. PREMIUM TAXES
 
    A  deduction will be  made for Premium  Taxes for Contracts  sold in certain
states. (See "How much are the deductions for Premium Taxes?" commencing on page
20].)
 
  6. CHARGES BY THE FUNDS
 
    The Funds  are  subject to  certain  fees,  charges and  expenses  (see  the
Prospectus for the Funds attached hereto).
 
F. LIQUIDITY
 
    Subject  to any  applicable charges,  the Contracts  may be  surrendered, or
portions of the value of such Contracts  may be withdrawn, at any time prior  to
the  Annuity  Commencement  Date. However,  if  less  than $1,000  remains  in a
Contract as a result of a withdrawal, ITT Hartford may terminate the Contract in
its entirety. (See "How can a  Contract be redeemed or surrendered?"  commencing
on page 15.)
 
G. MINIMUM DEATH BENEFITS
 
    A  Minimum Death Benefit is provided in  the event of death of the Annuitant
or Contract Owner prior  to age 85 and  before Annuity payments have  commenced.
(See  "What would my Beneficiary receive as a death benefit?" commencing on page
14.)
 
H. ANNUITY OPTIONS
 
    The Annuity Commencement  Date may  not be deferred  beyond the  Annuitant's
90th birthday, except in certain states, where the Annuitant's Commencement Date
may  not be deferred beyond  the Annuitant's 85th birthday.  If a Contract Owner
does not elect  otherwise, the  Contract Value (less  applicable Premium  Taxes)
will  be applied  on the  Annuity Commencement Date  under the  second option to
provide a life  annuity with 120  monthly payments certain.  (See "What  Annuity
Commencement Date and Form of Annuity may I elect?" commencing on page 16.)
 
I. VOTING RIGHTS OF CONTRACT OWNERS
 
    Contract  Owners  will  have the  right  to  vote on  matters  affecting the
underlying Fund to  the extent that  proxies are  solicited by such  Fund. If  a
Contract  Owner does not vote, ITT Hartford shall vote such interest in the same
proportion as shares of  the Fund for which  instructions have been received  by
ITT Hartford. (See "What are my voting rights?" commencing on page 28.)
 
                                       8
<PAGE>
                        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 Advisers Fund, Bond Fund, Capital Appreciation Fund, Dividend and Growth
Fund, Index Fund, International Advisers Fund, International Opportunities Fund,
Money Market Fund,  Mortgage Securities  Fund, Stock Fund,  and U.S.  Government
Money  Market Fund Sub-Accounts,  may include total  return in advertisements or
other sales material.
 
    When a Sub-Account advertises its standardized total return, it will usually
be calculated for one  year, five years,  and ten years  or some other  relevant
periods  if the Sub-Account  has not been  in existence for  at least ten years.
Total return  is  measured  by comparing  the  value  of an  investment  in  the
Sub-Account  at  the  beginning of  the  relevant  period to  the  value  of the
investment at the end  of the period (assuming  the deduction of any  contingent
deferred  sales charge which would be payable if the investment were redeemed at
the end of the period).
 
    In addition to the standardized total return, the Sub-Account may  advertise
a  non-standardized total return. This figure will usually be calculated for one
year, five years, and ten years or other periods. Non-standardized total  return
is measured in the same manner as the standardized total return described above,
except  that the contingent deferred sales charge and the Annual Maintenance Fee
are not deducted. Therefore, non-standardized total return for a Sub-Account  is
higher than standardized total return for a Sub-Account.
 
    The  Bond Fund and Mortgage Securities Fund Sub-Accounts may advertise yield
in addition to total return. The yield will be computed in the following manner:
The net investment income per  unit earned during a  recent one month period  is
divided  by the unit value  on the last day of  the period. This figure reflects
the recurring  charges  at  the  Separate Account  level  including  the  Annual
Maintenance Fee.
 
    The  Money Market  Fund and  U.S. Government  Money Market  Sub-Accounts may
advertise yield and effective  yield. The yield of  a Sub-Account is based  upon
the  income  earned  by  the  Sub-Account  over  a  seven-day  period  and  then
annualized, i.e. the income earned in the  period is assumed to be earned  every
seven  days over a 52-week period and  stated as a percentage of the investment.
Effective yield is calculated similarly  but when annualized, the income  earned
by  the investment  is assumed  to be reinvested  in Sub-Account  units and thus
compounded in the course of a 52-week period. Yield and effective yield  reflect
the  recurring  charges  at  the Separate  Account  level  including  the Annual
Maintenance Fee.
 
    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.
 
                                  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 in the Fixed Account and/or  a
series  of Separate Account One. This  Prospectus describes only the elements of
the Contracts pertaining to  the Separate Account and  the Fixed Account  except
where  reference to  the General Account  is specifically made.  Please read the
Glossary of Special Terms on pages 2  and 3 prior to reading this Prospectus  to
familiarize yourself with the terms being used.
 
                                       9
<PAGE>
                      THE CONTRACT, SEPARATE ACCOUNT ONE,
                             AND THE FIXED ACCOUNT
 
WHAT ARE THE CONTRACTS?
 
    The  Contract  is  an  individual  or  group  tax-deferred  Variable Annuity
Contract designed  for  retirement planning  purposes.  Initially there  are  no
deductions  from your Premium Payments (except for Premium Taxes, if applicable)
so your entire Premium Payment is  put to work in the investment  Sub-Account(s)
of your choice or the Fixed Account. Currently, there are ten Sub-Accounts, each
investing  in  a  different underlying  Fund  with its  own  distinct investment
objectives. More Sub-Accounts may be made  available by ITT Hartford at a  later
time.  You pick the Sub-Account(s) with the investment objectives that meet your
needs. You may  select one  or more Sub-Accounts  and/or the  Fixed Account  and
determine  the percentage of your Premium Payment that is put into a Sub-Account
or the Fixed Account.  You may also transfer  assets among the Sub-Accounts  and
the Fixed Account so that your investment program meets your specific needs over
time.  There are  some limitations  on the amounts  in each  Sub-Account and the
Fixed Account.  These limitations  are described  later in  this Prospectus.  In
addition,  there are certain  other limitations on  withdrawals and transfers of
amounts in  the  Sub-Accounts  and  the Fixed  Account,  as  described  in  this
Prospectus.  (See "Charges Under the Contract"  for a description of the charges
for redeeming a Contract and other charges made under the Contract.)
 
    Generally, the Contract contains the  five optional Annuity forms  described
later  in this  Prospectus. Options  2, 4  and 5  are available  with respect to
Qualified Contracts only if the guaranteed payment period is less than the  life
expectancy  of the Annuitant at the time the option becomes effective. Such life
expectancy shall be computed on the  basis of the mortality table prescribed  by
the  IRS, or  if none  is prescribed,  the mortality  table then  in use  by ITT
Hartford.
 
    The Contract Owner may  select an Annuity Commencement  Date and an  Annuity
option  which may be on a fixed or variable basis, or a combination thereof. The
Annuity Commencement  Date  may not  be  deferred beyond  the  Annuitant's  90th
birthday,  except in certain states, where the Annuity Commencement Date may not
be deferred beyond the Annuitant's 85th birthday.
 
    The Annuity Commencement Date and/or the Annuity option may be changed  from
time  to time, but any  such change must be  made at least 30  days prior to the
date on which  Annuity payments  are scheduled  to begin.  If you  do not  elect
otherwise, payments will begin at the Annuitant's age 90 under Option 2 with 120
monthly payments certain (Option 1 for Texas Contracts).
 
    When  an Annuity is  effected under a  Contract, unless otherwise specified,
Contract Values held in the Sub-Accounts  will be applied to provide a  Variable
Annuity  based on the pro rata amount in the various Sub-Accounts. Fixed Account
Contract Values will  be applied to  provide a Fixed  Account Annuity.  Variable
Annuity  payments will vary in accordance with the investment performance of the
Sub-Accounts you have selected. You  should consider the question of  allocation
of  Contract Values among  Sub-Accounts of the Separate  Account and the General
Account of ITT Hartford to make certain  that Annuity payments are based on  the
investment  alternative best suited  to your needs  for retirement. The Contract
allows the Contract Owner to change the Sub-Accounts on which variable  payments
are  based after payments have commenced once  every three (3) months. Any Fixed
Account Annuity allocation may not be changed.
 
    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.
 
WHO CAN BUY THESE CONTRACTS?
 
    The individual  and  group Variable  Annuity  Contracts offered  under  this
Prospectus may be purchased by any individual or by a trustee or custodian for a
retirement  plan  qualified  under Sections  401(a)  or 403(a)  of  the Internal
Revenue Code;  annuity  purchase plans  adopted  by public  school  systems  and
certain  tax-exempt organizations  according to  Section 403(b)  of the Internal
Revenue Code; Individual Retirement Annuities
 
                                       10
<PAGE>
adopted according to Section 408 of the Internal Revenue Code; employee  pension
plans  established for employees by a state, a political subdivision of a state,
or an agency or instrumentality of either a state or a political subdivision  of
a  state, and certain eligible deferred compensation plans as defined in Section
457 of the Internal Revenue Code ("Qualified Contracts").
 
WHAT IS THE SEPARATE ACCOUNT AND HOW DOES IT OPERATE?
 
    The Separate Account  was established on  May 20, 1991,  in accordance  with
authorization  by the  Board of  Directors of ITT  Hartford. 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.
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.
 
    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. So, Contract Values allocated to the Sub-Accounts will not be  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.  However,  all
obligations arising under the Contracts are general corporate obligations of ITT
Hartford.
 
    Your  investment  in  the  Separate  Account is  allocated  to  one  or more
Sub-Accounts  as  per   your  specifications.  Each   Sub-Account  is   invested
exclusively  in  the assets  of one  underlying Fund.  Net Premium  Payments and
proceeds of transfers between Sub-Accounts 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.
 
    ITT Hartford does not guarantee  the investment results of the  Sub-Accounts
or  any of the underlying investments. There is no assurance that the value of a
Contract during the  years prior to  retirement or the  aggregate amount of  the
Variable  Annuity payments will  equal the total of  Premium Payments made under
the Contract. Since  each underlying Fund  has different investment  objectives,
each  is subject to different risks. These risks are more fully described in the
accompanying Fund Prospectus.
 
    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 held by the Separate Account. Substitution may occur only if  shares
of  the Fund(s) become unavailable or if  there are changes in applicable law or
interpretations of law.  Current law requires  notification to you  of any  such
substitution and approval of the Commission.
 
    The  Separate Account may be subject to liabilities arising from a Series of
the Separate Account  whose assets  are attributable to  other variable  annuity
Contracts  or variable life  insurance policies offered  by the Separate Account
which are not described in this Prospectus.
 
WHAT IS THE FIXED ACCOUNT AND HOW DOES IT OPERATE?
 
    THAT PORTION OF THE CONTRACT RELATING TO THE FIXED ACCOUNT IS NOT REGISTERED
UNDER THE SECURITIES  ACT OF  1933 ("1933  ACT") AND  THE FIXED  ACCOUNT IS  NOT
REGISTERED  AS AN  INVESTMENT COMPANY UNDER  THE INVESTMENT COMPANY  ACT OF 1940
("1940 ACT"). ACCORDINGLY, NEITHER THE  FIXED ACCOUNT NOR ANY INTERESTS  THEREIN
ARE  SUBJECT TO THE PROVISIONS OR RESTRICTIONS OF  THE 1933 ACT OR THE 1940 ACT,
AND THE DISCLOSURE  REGARDING THE  FIXED ACCOUNT HAS  NOT BEEN  REVIEWED BY  THE
STAFF  OF THE SECURITIES AND EXCHANGE COMMISSION. THE FOLLOWING DISCLOSURE ABOUT
THE FIXED ACCOUNT MAY BE SUBJECT  TO CERTAIN GENERALLY APPLICABLE PROVISIONS  OF
THE   FEDERAL  SECURITIES  LAWS  REGARDING  THE  ACCURACY  AND  COMPLETENESS  OF
DISCLOSURE.
 
                                       11
<PAGE>
    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; however,  ITT Hartford  is not
obligated to credit any interest in excess of 3% per year. There is no  specific
formula  for the determination  of excess interest credits.  Some of the factors
that ITT Hartford 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  ITT
Hartford'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 ITT HARTFORD. THE  OWNER
ASSUMES  THE RISK  THAT INTEREST CREDITED  TO FIXED ACCOUNT  ALLOCATIONS MAY NOT
EXCEED THE MINIMUM GUARANTEE OF 3% FOR ANY GIVEN YEAR.
 
MAY I TRANSFER ASSETS BETWEEN SUB-ACCOUNTS?
 
    You may transfer the values of your Sub-Account allocations from one or more
Sub-Accounts to another free of charge. However, ITT Hartford reserves the right
to limit the number of transfers to  twelve (12) per Contract Year, with no  two
(2)  transfers occurring on  consecutive Valuation Days.  Transfers by telephone
may be made by calling (800) 862-6668. Telephone transfers may not be  permitted
by some states for their residents who purchase variable annuities.
 
    ITT  Hartford may permit the Contract  Owner to preauthorize transfers among
Sub-Accounts and  between  Sub-Accounts  and the  Fixed  Account  under  certain
circumstances.  The policy of ITT Hartford and its agents and affiliates is that
they will not  be responsible for  losses resulting from  acting upon  telephone
requests  reasonably believed to be genuine. ITT Hartford will employ reasonable
procedures to confirm that instructions  communicated by telephone are  genuine;
otherwise,  ITT Hartford  may be  liable for any  losses due  to unauthorized or
fraudulent instructions. The  procedures ITT Hartford  follows for  transactions
initiated by telephone include requirements that callers on behalf of a Contract
Owner  identify themselves  and the Contract  Owner by name  and social security
number. All transfer instructions by telephone are tape recorded.
 
    Subject to the exceptions set forth in the following paragraph the right  to
reallocate  Contract Values between the  Sub-Accounts is subject to modification
if 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 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.
 
    For Contracts issued in the State of New York, the reservation of rights set
forth in the preceding paragraph is limited to (i) requiring up to a maximum  of
10  Valuation  Days  between  each  transfer: (ii)  limiting  the  amount  to be
transferred on any one Valuation Day to no more than $2 million; and (iii)  upon
30  days prior written notice, to  only accepting transfer instructions from the
Contract Owner and not from the Contract Owner's representative, agent or person
acting under a power of attorney for the Contract Owner.
 
    Currently, and with  respect to  Contracts issued  in all  states, the  only
restriction  in effect  is that 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 Hartford.
 
    Transfers between the Sub-Accounts may be made both before and after Annuity
payments commence  (limited  to  once  a  quarter)  provided  that  the  minimum
allocation  to any Sub-Account may not be  less than $500. No minimum balance is
required in any Sub-Account.
 
                                       12
<PAGE>
MAY I TRANSFER ASSETS BETWEEN THE FIXED ACCOUNT AND THE SUB-ACCOUNTS?
 
    Subject to  the  restrictions set  forth  above, transfers  from  the  Fixed
Account into a Sub-Account may be made at any time during the Contract Year. The
maximum  amount  which may  be  transferred from  the  Fixed Account  during any
Contract Year is the greater of 30% of the Fixed Account balance as of the  last
Contract Anniversary or the greatest amount of any prior transfer from the Fixed
Account.  If 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.
 
                           OPERATION OF THE CONTRACT
 
HOW IS MY PREMIUM PAYMENT CREDITED?
 
    The balance of each initial Premium Payment remaining after the deduction of
any applicable Premium Tax is credited to your Contract within two business days
of  receipt  of a  properly  completed application  or  an order  to  purchase a
Contract and the initial Premium Payment by ITT Hartford at its Home Office, 505
N. Highway 169, Minneapolis, Minnesota, 55441-0000.  It will be credited to  the
Sub-Account(s) and/or the Fixed Account in accordance with your election. If the
application  or other  information is incomplete  when received,  the balance of
each initial Premium  Payment, after  deduction of any  applicable Premium  Tax,
will be credited to the Sub-Account(s) or the Fixed Account within five business
days  of receipt.  If the  initial Premium Payment  is not  credited within five
business days, the Premium Payment will be immediately returned unless you  have
been informed of the delay and request that the Premium Payment not be returned.
 
    The  number of Accumulation  Units in each  Sub-Account to be  credited to a
Contract will be determined by dividing the portion of the Premium Payment being
credited to  each Sub-Account  by the  value  of an  Accumulation Unit  in  that
Sub-Account on that date.
 
    Subsequent  Premium Payments are priced on the Valuation Day received by ITT
Hartford in its Home Office, or other designated administrative offices.
 
WHAT SIZE PREMIUM PAYMENTS MUST I MAKE?
 
    The minimum  initial  Premium Payment  is  $2,000. Thereafter,  the  minimum
Premium  Payment is $500. Certain plans may make smaller periodic payments. Each
Premium Payment may  be split among  the various Sub-Accounts  and/or the  Fixed
Account subject to minimum amounts then in effect.
 
WHAT IF I AM NOT SATISFIED WITH MY PURCHASE?
 
    If  you are not satisfied with your  purchase you may surrender the Contract
by returning it within ten days (or longer is 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 sum of (i) the difference between the
Premium Payment and the amounts allocated to the Sub-Account(s) and/or the Fixed
Account under the Contract  and (ii) the  value of the Contract  on the date  of
surrender attributable to the amounts so allocated. You bear the investment risk
during  the period prior  to 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.
 
MAY I ASSIGN OR TRANSFER MY CONTRACT?
 
    Ownership of a Contract described  herein is generally assignable.  However,
if  the Contracts  are issued  pursuant to  some form  of Qualified  Plan, it is
possible that the ownership of the Contracts may not be transferred or  assigned
depending  on the type of qualified retirement plan involved. An assignment of a
Non-Qualified Contract may subject the  assignment proceeds to income taxes  and
certain  penalty  taxes.  (See  "Taxation of  Annuities  in  General  -- Non-Tax
Qualified Purchasers" commencing on page 23.)
 
                                       13
<PAGE>
HOW DO I KNOW WHAT MY CONTRACT IS WORTH?
 
    The value of  the Sub-Account investments  under your Contract  at any  time
prior  to the commencement of Annuity  payments can be determined by multiplying
the total  number  of Accumulation  Units  credited  to your  Contract  in  each
Sub-Account  by the  then current  Accumulation Unit  values for  the applicable
Sub-Account. The value  of the  Fixed Account under  your Contract  will be  the
amount  allocated  to the  Fixed  Account plus  interest  credited. You  will be
advised at least semiannually  of the number of  Accumulation Units credited  to
each Sub-Account, the current Accumulation Unit values, the Fixed Account value,
and the total value of your Contract.
 
HOW IS THE ACCUMULATION UNIT VALUE DETERMINED?
 
    The  Accumulation Unit value  for each Sub-Account will  vary to reflect the
investment experience of  the applicable  Fund and  will be  determined on  each
Valuation  Day  by multiplying  the Accumulation  Unit  value of  the particular
Sub-Account on the preceding Valuation Day by a "Net Investment Factor" for that
Sub-Account for the Valuation Period then ended. The "Net Investment Factor" for
each of  the Sub-Accounts  is equal  to the  net asset  value per  share of  the
corresponding Fund at the end of the Valuation Period (plus the per share amount
of  any dividends or capital  gains distributed by that  Fund if the ex-dividend
date occurs in the Valuation Period then  ended) divided by the net asset  value
per  share of the corresponding  Fund at the beginning  of the Valuation Period.
You should refer to the Prospectus for each of the Funds which accompanies  this
Prospectus  for a description  of how the  assets of each  Fund are valued since
each determination has a  direct bearing on the  Accumulation Unit value of  the
Sub-Account  and therefore the value of  a Contract. The Accumulation Unit Value
is affected by the performance of the underlying Fund(s), expenses and deduction
of the charges described in this Prospectus.
 
HOW ARE THE UNDERLYING FUND SHARES VALUED?
 
    The shares of the Fund are valued at net asset value on each Valuation  Day.
A  complete description of the valuation method  used in valuing Fund shares may
be found in the accompanying Prospectus of the Funds.
 
HOW IS THE VALUE OF THE FIXED ACCOUNT DETERMINED?
 
    ITT Hartford will  determine the  value of  the Fixed  Account by  crediting
interest  to amounts allocated  to the Fixed Account.  The minimum Fixed Account
interest rate  is 3%,  compounded  annually. ITT  Hartford  may credit  a  lower
minimum  interest rate  according to state  law. ITT Hartford,  also, may credit
interest at rates greater than the minimum Fixed Account interest rate.
 
                              PAYMENT OF BENEFITS
 
WHAT WOULD MY BENEFICIARY RECEIVE AS A DEATH BENEFIT?
 
    The Contracts  provide that  in  the event  the  Annuitant dies  before  the
selected  Annuity Commencement  Date, the  Contingent Annuitant  will become the
Annuitant. If the Annuitant dies before the Annuity Commencement Date and either
(a) there is no  designated Contingent Annuitant,  (b) the Contingent  Annuitant
predeceases  the Annuitant, or (c) if any Contract Owner dies before the Annuity
Commencement Date,  the Beneficiary  as determined  under the  Contract  Control
Provisions,  will receive the Minimum Death Benefit as determined on the date of
receipt of due proof of death by 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.
 
    However,  if,  upon  death  prior  to  the  Annuity  Commencement  Date, the
Annuitant or Contract Owner, as applicable, had not attained his 85th  birthday,
the Beneficiary will receive the greater 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  Contract  Value  on  the  Specified   Contract
Anniversary  immediately preceding  the date of  death, increased  by the dollar
amount of any  Premium Payments made  and reduced  by the dollar  amount of  any
partial   terminations  since  the   immediately  preceding  Specified  Contract
Anniversary.
 
                                       14
<PAGE>
    If the  deceased,  the  Annuitant  or Contract  Owner,  as  applicable,  had
attained age 85, then the Death Benefit will equal the Contract Value.
 
    Death  Benefit  proceeds will  remain invested  in  the Separate  Account in
accordance with the allocation instructions given by the Certificate Owner until
the proceeds  are  paid or  ITT  Hartford  receives new  instructions  from  the
Beneficiary.  The death benefit may  be taken in one  sum, payable within 7 days
after the date Due Proof  of Death is received, or  under any of the  settlement
options  then being offered by  the Company provided, however,  that: (a) in the
event of the death of any Contract Owner prior to the Annuity Commencement Date,
the entire interest in the Contract will be distributed within 5 years after the
death of the Contract Owner  and (b) in the event  of the death of any  Contract
Owner  or Annuitant which occurs on or  after the Annuity Commencement Date, any
remaining interest in the Contract will be paid at least as rapidly as under the
method of distribution in  effect at the  time of death, or,  if the benefit  is
payable  over  a  period  not  extending  beyond  the  life  expectancy  of  the
Beneficiary or over the life of the Beneficiary, such distribution must commence
within one year  of the  date of death.  Notwithstanding the  foregoing, in  the
event  of the Contract Owner's death where the sole Beneficiary is the spouse of
the Contract Owner  and the Annuitant  or Contingent Annuitant  is living,  such
spouse  may elect, in lieu of receiving the  death benefit, to be treated as the
Contract Owner. The proceeds due on the death may be applied to provide variable
payments, fixed payments, or a combination of variable and fixed payments.
 
    If the Contract is owned by a corporation or other non-individual, the Death
Benefit  payable  upon  the  death  of  the  Annuitant  prior  to  the   Annuity
Commencement  Date will be payable only as  one sum or under the same settlement
options and in the same  manner as if an individual  Contract Owner died on  the
date of the Annuitant's death.
 
    For  a discussion of the manner in which Annuity payments are determined and
may vary  from  month  to  month see  "How  are  Annuity  payments  determined?"
commencing on page 18.
 
HOW CAN A CONTRACT BE REDEEMED OR SURRENDERED?
 
    At  any time  prior to  the Annuity Commencement  Date, you  have the right,
subject to any IRS provisions applicable thereto, to surrender the value of  the
Contract in whole or in part.
 
FULL SURRENDERS
 
    At  any time prior to  the Annuity Commencement Date  (and after the Annuity
Commencement Date with  respect to  values applied  to Option  4), the  Contract
Owner  has the right to  terminate the Contract. In  such event, the Termination
Value of the Contract may be taken in the form of a lump sum cash settlement.
 
    The Termination Value of  the Contract is equal  to the Contract Value  less
any  applicable Premium  Taxes, the  Annual Maintenance  Fee and  any applicable
contingent deferred sales  charges. The Termination  Value may be  more or  less
than the amount of the Premium Payments made to a Contract.
 
PARTIAL SURRENDERS
 
    The  Contract Owner may make  a partial surrender of  Contract Values at any
time prior to the Annuity Commencement Date so long as the amount surrendered is
at least equal to the minimum amount rules then in effect. Additionally, if  the
remaining Contract Value following a surrender is less than $1,000, 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
$1,000 unless  there were  no  Premium Payments  made  during the  previous  two
Contract Years.
 
    Once  each Contract Year,  on a non-cumulative  basis, partial surrenders of
Contract Values of  up to  10% of  the aggregate  Premium Payments  made to  the
Contract  may be  made without  being subject  to the  contingent deferred sales
charge. ITT  Hartford may  permit  the Contract  Owner to  preauthorize  partial
surrenders subject to certain limitations then in effect.
 
                                       15
<PAGE>
    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 23.)
 
    Payment on any request for a full or partial surrender from the Sub-Accounts
will be made as soon as possible and in any event no later than seven days after
the written  request is  received by  ITT  Hartford at  its Home  Office,  Attn:
Individual  Annuity Operations, P.O. Box 5085, Hartford, Connecticut 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.  In requesting  a partial  withdrawal you  should
specify  the  Sub-Account(s) and/or  the Fixed  Account  from which  the partial
withdrawal is  to  be  taken.  Otherwise, such  withdrawal  and  any  applicable
contingent deferred sales charges will be effected on a pro rata basis according
to  the value in the Fixed Account and each Sub-Account under a Contract. Within
this context, the contingent deferred sales  charges are taken from the  Premium
Payments  in the order  in which they  were received: from  the earliest Premium
Payments to the latest  Premium Payments (see "How  are the charges under  these
Contracts made?" page 18).
 
CAN PAYMENT OF A REDEMPTION, SURRENDER OR DEATH BENEFIT EVER BE POSTPONED BEYOND
THE SEVEN DAY PERIOD?
 
    Yes.  There may be postponement whenever (a)  the New York Stock Exchange is
closed, except  for holidays  or weekends,  or  trading on  the New  York  Stock
Exchange  is restricted as determined by the Securities and Exchange Commission;
(b) the Securities and Exchange  Commission permits postponement and so  orders;
or  (c)  the Securities  and Exchange  Commission  determines that  an emergency
exists making valuation of the amounts or disposal of securities not  reasonably
practicable.
 
MAY I SURRENDER ONCE ANNUITY PAYMENTS HAVE STARTED?
 
    No. Surrenders are not permitted after Annuity payments commence EXCEPT that
a  full surrender is allowed when payments  for a designated period (Option 4 or
5) are selected as the Annuity option.
 
WHAT ARE MY ANNUITY BENEFITS?
 
    You select an Annuity Commencement Date  and an Annuity option which may  be
on a fixed or variable basis, or a combination thereof. The Annuity Commencement
Date  will  not be  deferred  beyond the  Annuitant's  90th birthday  except for
certain states  where  deferral  past  age 85  is  not  permitted.  The  Annuity
Commencement  Date and/or the Annuity  option may be changed  from time to time,
but any change must be made at least 30 days prior to the date on which  Annuity
payments  are  scheduled to  begin. The  Contract allows  the Contract  Owner to
change the Sub-Accounts on which variable payments are based after payments have
commenced once every three (3) months.  Any Fixed Annuity allocation may not  be
changed.
 
    ANNUITY  OPTIONS --  The Contract contains  the five  optional Annuity forms
described below. Options 2, 4 and 5 are available to Qualified Contracts only if
the guaranteed payment period is less than the life
 
                                       16
<PAGE>
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
option offers the  largest payment  amount of any  of the  life Annuity  options
since  there is no guarantee of a minimum number of payments nor a provision for
a death benefit payable to a Beneficiary.
 
    It would be possible under this option for an Annuitant to receive only  one
Annuity  payment if he died prior to the due date of the second Annuity payment,
two if he died before the due date of the third Annuity payment, etc.
 
    OPTION 2: LIFE ANNUITY WITH 120, 180 OR 240 MONTHLY PAYMENTS CERTAIN
 
    This Annuity option is an Annuity payable monthly during the lifetime of  an
Annuitant  with the provision that  payments will be made  for a minimum of 120,
180 or 240 months, as elected. If, at the death of the Annuitant, payments  have
been  made for less than the minimum  elected number of months, then the present
value as  of the  date of  the Annuitant's  death, of  any remaining  guaranteed
payments  will be paid in one sum to the Beneficiary or Beneficiaries designated
unless other provisions have been made and approved by ITT Hartford.
 
    OPTION 3: JOINT AND LAST SURVIVOR ANNUITY
 
    An Annuity payable monthly during the joint lifetime of the Annuitant and  a
designated  second person, and  thereafter during the  remaining lifetime of the
survivor, ceasing with  the last  payment prior to  the death  of the  survivor.
Based on the options currently offered by Hartford Life, the Annuitant may elect
that  the payment to the survivor be less than the payment made during the joint
lifetime of the Annuitant and a designated second person.
 
    It would  be possible  under this  option for  an Annuitant  and  designated
second  person  to  receive only  one  payment in  the  event of  the  common or
simultaneous death of the parties prior to  the due date for the second  payment
and so on.
 
    OPTION 4: PAYMENTS FOR A DESIGNATED PERIOD
 
    An amount payable monthly for the number of years selected which may be from
5  to 30 years. Under this option, you  may, at any time, surrender the Contract
and receive,  within  seven days,  the  Termination  Value of  the  Contract  as
determined by ITT Hartford.
 
    In  the event of  the Annuitant's death  prior to the  end of the designated
period, the  present value  as of  the date  of the  Annuitant's death,  of  any
remaining  guaranteed payments  will be  paid in one  sum to  the Beneficiary or
Beneficiaries designated unless other provisions have been made and approved  by
ITT Hartford.
 
    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
 
                                       17
<PAGE>
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.
 
HOW ARE ANNUITY PAYMENTS DETERMINED?
 
    The  value of the Annuity Unit for  each Sub-Account in the Separate Account
for any day is determined by multiplying the value for the preceding day by  the
product  of (1)  the net  investment factor (see  "How is  the Accumulation Unit
value determined?" commencing on page 14) for the day for which the Annuity Unit
value is being calculated, and (2) a factor to neutralize the assumed investment
rate of 4.00% per annum discussed below.
 
    When Annuity  payments  are  to  commence, the  value  of  the  Contract  is
determined  as the  sum of the  value of the  Fixed Account no  earlier than the
close of  business on  the fifth  Valuation  Day preceding  the date  the  first
Annuity payment is due plus the product of the value of the Accumulation Unit of
each Sub-Account on that same day, and the number of Accumulation Units credited
to each Sub-Account as of the date the Annuity is to commence.
 
    The  Contract contains  tables indicating the  minimum dollar  amount of the
first monthly payment  under the optional  forms of Annuity  for each $1,000  of
value  of  a Sub-Account  under  a Contract.  The  first monthly  payment varies
according to  the form  and  type of  Annuity  selected. The  Contract  contains
Annuity  tables derived from  the 1983a Individual  Annuity Mortality Table with
ages set back one year and with an assumed investment rate ("A.I.R.") of 4%  per
annum.  The  total  first  monthly Variable  Annuity  payment  is  determined by
multiplying the value (expressed in thousands of dollars) of a Sub-Account (less
any applicable Premium  Taxes) by the  amount of the  first monthly payment  per
$1,000 of value obtained from the tables in the Contracts.
 
    Fixed   Account  Annuity   payments  are  determined   at  annuitization  by
multiplying the values allocated to  the Fixed Account (less applicable  Premium
Taxes) by a rate to be determined by 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.
 
    The  amount of  the first  monthly Variable  Annuity payment,  determined as
described above, is divided by the value of an Annuity Unit for the  appropriate
Sub-Account  no earlier than  the close of  business on the  fifth Valuation Day
preceding the day on which the payment  is due in order to determine the  number
of  Annuity Units represented by the first payment. This number of Annuity Units
remains fixed during the  Annuity payment period, and  in each subsequent  month
the  dollar amount of the Variable  Annuity payment is determined by multiplying
this fixed number of Annuity Units by the then current Annuity Unit value.
 
    LEVEL VARIABLE ANNUITY  PAYMENTS WOULD  BE PRODUCED IF  THE INVESTMENT  RATE
REMAINED CONSTANT AND EQUAL TO THE A.I.R. IN FACT, PAYMENTS WILL VARY UP OR DOWN
AS THE INVESTMENT RATE VARIES UP OR DOWN FROM THE A.I.R.
 
    The  Annuity  payments will  be  made on  the  fifteenth day  of  each month
following selection. The Annuity  Unit value used in  calculating the amount  of
the  Variable Annuity payments will be based on an Annuity Unit value determined
as of the close  of business on a  day no earlier than  the fifth Valuation  Day
preceding the date of the Annuity payment.
 
                          CHARGES UNDER THE CONTRACTS
 
HOW ARE THE SALES CHARGES UNDER THE CONTRACTS MADE?
 
    There  is no deduction  for sales expenses from  Premium Payments when made.
However, a contingent  deferred sales  charge may be  assessed against  Contract
Values when they are surrendered.
 
    The  length  of  time from  receipt  of a  Premium  Payment to  the  time of
surrender determines the  contingent deferred  sales charge.  For this  purpose,
Premium   Payments  will   be  deemed  to   be  surrendered  in   the  order  in
 
                                       18
<PAGE>
which they are received and all  surrenders will be first from Premium  Payments
and  then from other Contract  Values. The charge is  a percentage of the amount
withdrawn (not to exceed the aggregate amount of the Premium Payments made)  and
equals:
 
<TABLE>
<CAPTION>
                         LENGTH OF TIME
          CHARGE      FROM PREMIUM PAYMENT
          ------      --------------------
                       (NUMBER OF YEARS)
          <S>         <C>
            7%                 1
            6%                 2
            5%                 3
            4%                 4
            3%                 5
            2%                 6
            1%                 7
            0%             8 or more
</TABLE>
 
    No  contingent deferred sales charge will be  assessed in the event of death
of the Annuitant  or Contract Owner,  or if  Contract Values are  applied to  an
Annuity  option provided for under the Contract  (except that a surrender out of
Option 4 will be subject to a contingent deferred sales charge if applicable) or
upon the exercise of the withdrawal privilege.  (See "Is there ever a time  when
the sales charges do not apply?" commencing on page 19.)
 
    In  the case of a redemption in which you request a certain dollar amount be
withdrawn, the  sales charge  is  deducted from  the  amount withdrawn  and  the
balance  is paid to you.  Example: You request a  total withdrawal of $1,000 and
the applicable sales load  is 5%. Your Sub-Account(s)  and/or the Fixed  Account
will  be reduced  by $1,000 and  you will  receive $950 (i.e.,  the $1,000 total
withdrawal less the 5% sales  charge). This is the  method applicable on a  full
surrender  of your Contract.  In the case  of a partial  redemption in which you
request to receive a  specified amount, the sales  charge will be calculated  on
the  total amount  that must  be withdrawn  from your  Sub-Account(s) and/or the
Fixed Account in order  to provide you with  the amount requested. Example:  You
request  to receive  $1,000 and  the applicable  sales charge  is 5%.  Your Sub-
Account(s) and/or the Fixed Account will be reduced by $1,052.63 (i.e., a  total
withdrawal  of $1,052.63 which results in a $52.63 sales charge ($1,052.63 x 5%)
and a net amount paid to you of $1,000 as requested).
 
IS THERE EVER A TIME WHEN THE SALES CHARGES DO NOT APPLY?
 
    Yes. During any Contract Year, on  a non-cumulative basis, a Contract  Owner
may  make a partial surrender  of Contract Values of up  to 10% of the aggregate
Premium Payments  made  to  the Contract  (as  determined  on the  date  of  the
requested  withdrawal) without the application  of the contingent deferred sales
charge described above. 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 as set forth above.
 
    No contingent deferred sales charges  otherwise applicable will be  assessed
in  the event  of death  of the  Annuitant, death  of the  Contract Owner  or if
payments are  made under  an Annuity  option provided  for under  the  Contract,
except  that  in the  case of  a surrender  out of  Annuity Option  4 contingent
deferred sales charges will be assessed, if applicable.
 
    ITT Hartford  may offer  certain employer  sponsored savings  plans, in  its
discretion  reduced  fees  and  charges  including,  but  not  limited  to,  the
contingent deferred sales charges, the mortality and expense risk charge and the
maintenance fee  for  certain sales  under  circumstances which  may  result  in
savings of certain costs and expenses. Reductions in these fees and charges will
not unfairly discriminate against any Contract Owner.
 
WHAT DO THE SALES CHARGES COVER?
 
    The contingent deferred sales charges are used to cover expenses relating to
the  sale and distribution  of the Contracts, including  commissions paid to any
distribution organization 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.
 
                                       19
<PAGE>
WHAT IS THE MORTALITY AND EXPENSE RISK CHARGE?
 
    Although Variable Annuity  payments made  under the Contracts  will vary  in
accordance with the investment performance of the underlying Fund shares held in
the  Sub-Account(s), the  payments will  not be  affected by  (a) 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
Separate Account  during  the  life  of the  Contract  (estimated  at  .90%  for
mortality and .35% for expense), except for the Fixed Account.
 
    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  Mortality
Annuity  Table and  other provisions  contained in  the Contract)  to Annuitants
regardless of how long  an Annuitant may  live, and regardless  of how long  all
Annuitants  as a  group may  live. ITT Hartford  also assumes  the liability for
payment of a Minimum Death Benefit under the Contract.
 
    The mortality  undertakings are  based on  ITT Hartford's  determination  of
expected  mortality  rates  among  all Annuitants.  If  actual  experience among
Annuitants during  the  Annuity  payment period  deviates  from  ITT  Hartford's
actuarial determination of expected mortality rates among Annuitants because, as
a  group, their longevity is longer  than anticipated, ITT Hartford must provide
amounts from its  general funds  to fulfill  its Contract  obligations. In  that
event,  a loss will fall on ITT Hartford. Also,  in the event of the death of an
Annuitant or  Contract Owner  prior to  age  85 or  before the  commencement  of
Annuity  payments,  whichever  is  earlier,  ITT  Hartford  can,  in  periods of
declining value,  experience  a  loss  resulting  from  the  assumption  of  the
mortality risk relative to the minimum death benefit.
 
    In  providing an expense undertaking, 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.
 
ARE THERE ANY ADMINISTRATIVE CHARGES?
 
    Each   year,  on  each  Contract  Anniversary   on  or  before  the  Annuity
Commencement Date,  ITT Hartford  will  deduct an  Annual Maintenance  Fee  from
Contract  Values to reimburse it for expenses relating to the maintenance of the
Contract, the  Fixed Account,  and the  Sub-Account(s) thereunder.  If during  a
Contract  Year the Contract is surrendered for its full value, ITT Hartford will
deduct the Annual Maintenance Fee  at the time of such  surrender. The fee is  a
flat  fee which will  be due in  the full amount  regardless of the  time of the
Contract Year that Contract Values  are surrendered. The Annual Maintenance  Fee
is  $25.00 per Contract Year.  The deduction will be  made pro rata according to
the value in each Sub-Account and the Fixed Account under a Contract.
 
HOW MUCH ARE THE DEDUCTIONS FOR PREMIUM TAXES?
 
    A deduction is also made for Premium Tax, if applicable, 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.
 
                    ITT HARTFORD LIFE AND ANNUITY INSURANCE
                             COMPANY AND THE FUNDS
 
WHAT IS ITT HARTFORD?
 
    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
 
                                       20
<PAGE>
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
2999, Hartford, Connecticut 06104-2999.
 
    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 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.
 
WHAT ARE THE FUNDS?
 
    Hartford Stock Fund, Inc. was organized on March 11, 1976. Hartford Advisers
Fund, Inc.,  Hartford Bond  Fund, Inc.,  Hartford U.S.  Government Money  Market
Fund,  Inc., and HVA Money  Market Fund, Inc. were  all organized on December 1,
1982. Hartford Capital Appreciation  Fund, Inc. was  organized on September  20,
1983.  Hartford Mortgage Securities Fund, Inc. was organized on October 5, 1984.
Hartford Index Fund, Inc. was organized on May 16, 1983. Hartford  International
Advisers   Fund,  Inc.   was  organized   on  ,   1994.  Hartford  International
Opportunities Fund, Inc. was  organized on January  25, 1990. Hartford  Dividend
and  Growth  Fund was  organized  on October  21, 1993.  All  of the  Funds were
incorporated under  the laws  of  the State  of  Maryland and  are  collectively
referred to as the "Funds." 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.*
 
                                       21
<PAGE>
 HARTFORD INTERNATIONAL ADVISERS FUND, INC.
 
        To provide  maximum  long-term  total  return  consistent  with  prudent
    investment  risk  by investing  in  a portfolio  of  equity, debt  and money
    securities.  Securities  in  which  the  Fund  invests  primarily  will   be
    denominated in non-U.S. currencies and will be traded in non-U.S. markets.
 
 HARTFORD INTERNATIONAL OPPORTUNITIES FUND, INC.
 
        To  achieve long-term  total return  consistent with  prudent investment
    risk through investment  primarily in  equity securities  issued by  foreign
    companies.
 
 HARTFORD MORTGAGE SECURITIES FUND, INC.
 
        To  achieve maximum current  income consistent with  safety of principal
    and maintenance  of liquidity  by  investing primarily  in  mortgage-related
    securities,  including securities issued by the Government National Mortgage
    Association ("GNMA").
 
 HARTFORD STOCK FUND, INC.
 
        To  achieve   long-term  capital   growth  primarily   through   capital
    appreciation,  with  income as  a secondary  consideration, by  investing in
    equity-type securities.
 
 HVA MONEY MARKET FUND, INC.
 
        To  achieve  maximum  current  income  consistent  with  liquidity   and
    preservation of capital by investing in money market securities.
 
ALL FUNDS
 
    All of the Funds are sponsored by ITT Hartford. The Funds are available only
to serve as the underlying investment for the 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 Policy  owners,  the  Funds'  Board of
Directors intends to monitor events in order to identify any material  conflicts
between  such Contract Owners and Policy owners and to determine what action, if
any, should be taken in response thereto. If the Board of Directors of the Funds
were to conclude that separate funds should be established for variable life and
variable annuity separate accounts, the  variable annuity Contract Owners  would
not bear any expenses attendant to the establishment of such separate funds.
 
    The  Hartford Investment  Management Company ("HIMCO")  serves as investment
manager or adviser  to each  of the  Funds. In  addition, Wellington  Management
Company  ("Wellington  Management")  has  served  as  sub-investment  adviser to
certain of the Funds since August 1984.
 
    HIMCO serves as investment manager  for Hartford Advisers, Hartford  Capital
  Appreciation,  Hartford Dividend and  Growth, Hartford International Advisers,
  Hartford International Opportunities, and Hartford Stock Funds, pursuant to an
  Investment Management Agreement between each. Wellington Management serves  as
  sub-investment  adviser to  each of these  funds pursuant  to a Sub-Investment
  Advisory Agreement between Wellington Management  and HIMCO on behalf of  each
  fund.
 
    HIMCO  serves as the investment adviser  to Hartford Bond, Hartford Mortgage
Securities Funds, Hartford U.S.  Government Money Market,  and HVA Money  Market
pursuant to an Investment Advisory Agreement between these funds and HIMCO.
 
* "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.
 
                                       22
<PAGE>
    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.
 
DOES ITT HARTFORD HAVE ANY INTEREST IN THE FUNDS?
 
    ITT Hartford has no interest in the Funds.
 
                           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  30, 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.
 
                                       23
<PAGE>
  2. OTHER CONTRACT OWNERS (NATURAL PERSONS).
 
    A Contract Owner  is not taxed  on increases  in the value  of the  Contract
until  an amount is received or deemed received, e.g., in the form of a lump sum
payment (full or partial value of a  Contract) or as Annuity payments under  the
settlement option elected.
 
    The  provisions  of  Section 72  of  the Code  concerning  distributions are
summarized  briefly  below.   Also  summarized  are   special  rules   affecting
distributions  from Contracts obtained in a  tax-free exchange for other annuity
Contracts or life insurance Contracts which  were purchased prior to August  14,
1982.
 
    A. DISTRIBUTIONS PRIOR TO THE ANNUITY COMMENCEMENT DATE.
 
       i. Total premium payments less amounts received which were not includable
          in  gross income equal the "investment  in the Contract" under Section
          72 of the Code.
 
       ii. To the extent that the value of the Contract (ignoring any  surrender
           charges  except on a  full surrender) exceeds  the "investment in the
           Contract," such excess constitutes the "income on the Contract."
 
      iii. Any  amount  received  or  deemed  received  prior  to  the   Annuity
           Commencement  Date (e.g., upon a partial surrender) is deemed to come
           first  from  any  such  "income  on  the  Contract"  and  then   from
           "investment  in the Contract," and for these purposes such "income on
           the Contract" shall be computed by reference to any aggregation  rule
           in  subparagraph 2.c. below. As a result, any such amount received or
           deemed received (1) shall be includable in gross income to the extent
           that such amount does not exceed  any such "income on the  Contract,"
           and  (2) shall not be  includable in gross income  to the extent that
           such amount does exceed any such "income on the Contract." If at  the
           time  that  any amount  is received  or deemed  received there  is no
           "income on  the  Contract" (e.g.,  because  the gross  value  of  the
           Contract  does not  exceed the  "investment in  the Contract"  and no
           aggregation rule  applies),  then  such  amount  received  or  deemed
           received  will not  be includable  in gross  income, and  will simply
           reduce the "investment in the Contract."
 
       iv. The receipt  of  any amount  as  a loan  under  the Contract  or  the
           assignment  or pledge  of any  portion of  the value  of the Contract
           shall  be  treated  as  an  amount  received  for  purposes  of  this
           subparagraph a. and the next subparagraph b.
 
       v. In  general, the transfer  of the Contract,  without full and adequate
          consideration, will be treated as  an amount received for purposes  of
          this  subparagraph a. and the next  subparagraph b. This transfer rule
          does not  apply, however,  to certain  transfers of  property  between
          spouses or incident to divorce.
 
    B. DISTRIBUTIONS AFTER ANNUITY COMMENCEMENT DATE.
 
    Annuity  payments made periodically after  the Annuity Commencement Date are
includable in  gross  income  to  the extent  the  payments  exceed  the  amount
determined  by the application of the ratio  of the "investment in the Contract"
to the total amount of  the payments to be  made after the Annuity  Commencement
Date (the "exclusion ratio").
 
       i. When  the total of amounts excluded  from income by application of the
          exclusion ratio is equal to the  investment in the Contract as of  the
          Annuity   Commencement  Date,   any  additional   payments  (including
          surrenders) will be entirely includable in gross income.
 
       ii. If the annuity payments cease by reason of the death of the Annuitant
           and, as of the date of death, the amount of annuity payments excluded
           from gross  income  by  the  exclusion  ratio  does  not  exceed  the
           investment  in the Contract as of the Annuity Commencement Date, then
           the remaining portion of unrecovered investment shall be allowed as a
           deduction for the last taxable year of the Annuitant.
 
      iii. Generally, nonperiodic amounts received or deemed received after  the
           Annuity Commencement Date are not entitled to any exclusion ratio and
           shall  be  fully includable  in gross  income.  However, upon  a full
           surrender after such  date, only  the excess of  the amount  received
           (after  any surrender charge)  over the remaining  "investment in the
           Contract" shall be includable in  gross income (except to the  extent
           that the aggregation rule referred to in the next subparagraph c. may
           apply).
 
                                       24
<PAGE>
    C. AGGREGATION OF TWO OR MORE ANNUITY CONTRACTS.
 
    Contracts  issued after October 21, 1988  by the same insurer (or affiliated
insurer) to the same  Contract Owner within the  same calendar year (other  than
certain   Contracts  held   in  connection   with  a   tax-qualified  retirement
arrangement) will  be  treated  as  one annuity  Contract  for  the  purpose  of
determining  the  taxation of  distributions prior  to the  Annuity Commencement
Date. An annuity Contract  received in a tax-free  exchange for another  annuity
Contract  or life insurance Contract  may be treated as  a new Contract for this
purpose. 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.
 
    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
 
                                       25
<PAGE>
        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.
 
      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
 
                                       26
<PAGE>
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.
 
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   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.
 
                                       27
<PAGE>
                                 MISCELLANEOUS
 
WHAT ARE MY VOTING RIGHTS?
 
    VOTING RIGHTS
 
    ITT  Hartford is  the legal owner  of all  Fund shares held  in the Separate
Account. As  the owner,  HL 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 portion  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 notify you of any Fund shareholders' meeting if the shares
held for your account may be voted at such meetings. ITT Hartford will also 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.
 
WILL OTHER CONTRACTS BE PARTICIPATING IN THE SEPARATE ACCOUNT?
 
    In   addition  to  the  Contracts  described   in  this  Prospectus,  it  is
contemplated that other forms of group  or individual Variable Annuities may  be
sold  providing benefits which vary in accordance with the investment experience
of the Separate Account.
 
HOW ARE THE CONTRACTS SOLD?
 
    Hartford 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. The principal business address of
HSD is the same as Hartford Life.
 
    The securities will  be sold by  salesperson of HSD  who represent  Hartford
Life   as  insurance  and  variable  annuity   agents  and  who  are  registered
representatives of Broker-Dealers who have entered into distribution  agreements
with HSD.
 
    HSD  is registered with the Commission under the Securities and Exchange Act
of 1934  as a  Broker-Dealer and  is a  member of  the National  Association  of
Securities Dealers, Inc.
 
    Commissions  will be paid by  Hartford Life and will not  be more than 6% of
Premium Payments.
 
    From time  to  time, Hartford  Life  may  pay or  permit  other  promotional
incentives, in cash or credit or other compensation.
 
WHO IS THE CUSTODIAN OF THE SEPARATE ACCOUNT'S ASSETS?
 
    The  assets  of  the Separate  Account  are  held by  ITT  Hartford  under a
safekeeping arrangement.
 
                                       28
<PAGE>
ARE THERE ANY MATERIAL LEGAL PROCEEDINGS AFFECTING THE SEPARATE ACCOUNT?
 
    No.
 
ARE YOU RELYING ON ANY EXPERTS AS TO ANY PORTION OF THIS PROSPECTUS?
 
    The financial statements included in  this registration statement have  been
audited  by Arthur Andersen LLP, independent public accountants, as indicated in
their reports with respect thereto, and  are included herein in reliance 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
Insurance  Company (the depositor)  which include an  explanatory paragraph with
respect to changing the valuation  method in determining aggregate reserves  for
future  benefits. The principal  business address of Arthur  Andersen LLP is One
Financial Plaza, Hartford, Connecticut 06103.
 
HOW MAY I GET ADDITIONAL INFORMATION?
 
    Inquiries will be answered by calling your representative or by writing:
 
    ITT Hartford Life and Annuity Insurance Company
    Attn: Individual Annuity Operations
    P.O. Box 5085
    Hartford, Connecticut 06102-5085
    Telephone: (800) 862-6668
 
                                       29
<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
 
                                       30
<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.
 
                                       31
<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.
 
                                       32
<PAGE>
                               TABLE OF CONTENTS
                                       TO
                      STATEMENT OF ADDITIONAL INFORMATION
 
<TABLE>
<CAPTION>
                                                                            PAGE
SECTION                                                                     NO.
- --------------------------------------------------------------------------  ----
<S>   <C>                                                                   <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........................
  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>
 
                                       33
<PAGE>
This form must be completed for all tax-sheltered annuities.
 
                     SECTION 403(B)(11) ACKNOWLEDGMENT FORM
 
    The ITT 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 ITT Hartford variable annuity. Please refer to your
Plan.
 
Please complete the following and return to:
 
    ITT Hartford Life and Annuity Insurance Company
    Attn: Individual Annuity Operations
    P.O. Box 5085
    Hartford, Connecticut 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 Operations
    P.O. Box 5085
    Hartford, Connecticut 06102-5085
 
    Please  send   a   Statement   of   Additional
Information   for  the  Director   to  me  at  the
following address:
 
    __________________________________________
                        Name
     __________________________________________
                      Address
     __________________________________________
         City/State                Zip Code
<PAGE>
                                     PART B


                       STATEMENT OF ADDITIONAL INFORMATION

                 ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY

                              SEPARATE ACCOUNT ONE


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

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




Date of Prospectus:  May 1, 1996

Date of Statement of Additional Information:  May 1, 1996


















Form HV-
Printed in U.S.A.

<PAGE>

                                      - 2 -



                                TABLE OF CONTENTS


SECTION                                                                 PAGE NO.
- -------                                                                 --------

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. . . . . . . .

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

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

     F.   Amount of Second and Subsequent Monthly Annuity Payments .

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

<PAGE>

                                      - 3 -

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

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

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

<PAGE>

                                      - 4 -

                                  INTRODUCTION

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

The Premium Payments under a contract, less any applicable Premium Taxes, will
be applied to the Separate Account and/or the Fixed Account.  Accordingly, the
net Premium Payment under the contract will be applied to purchase interests in
one or more of the Bond Fund, Stock Fund, HVA Money Market Fund, U.S. Government
Money Market Fund (for qualified Contracts issued prior to May 1, 1987),
Advisers Fund, Capital Appreciation Fund, Mortgage Securities Fund, Index Fund,
International Opportunities Fund, and Dividend and Growth 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 Contract Value on the 
Specified Contract Anniversary immediately preceding the date of death, 
increased by the dollar amount of any Premium Payments made and reduced by 
the dollar amount of any partial terminations since the immediately preceding 
Specified Contract Anniversary.  (See "Payments of Benefits" commencing on 
page ___ of the Prospectus.)

         DESCRIPTION OF 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

<PAGE>

                                      - 5 -

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) 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.

                         INDEPENDENT PUBLIC ACCOUNTANTS

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

The offering of the Separate Account contracts is continuous.

<PAGE>

                                      - 6 -


                              SAFEKEEPING OF ASSETS

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

                                 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 for certain states where the Annuitant must reach age
     85.

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


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

<PAGE>

                                      - 7 -

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

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

     When an Annuity is effected under a contract, unless otherwise specified,
     variable values will be applied to provide a Variable Annuity based on
     Contract Values as they are held in the various Sub-Accounts under the
     contracts.  Fixed Account Contract Values will be applied to provide a
     Fixed 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.

<PAGE>

                                      - 8 -


     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
     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

<PAGE>

                                      - 9 -

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

     OPTION 5:  Death Benefit Remaining with ITT Hartford

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

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

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

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

D.   The Annuity Unit and Valuation

     The value of the Annuity Unit for each Sub-Account in the Separate Account
     for any day is determined by multiplying the value for the preceding day by
     the product of (1) the net investment factor (see page 11 of the
     Prospectus) for the day for which the Annuity Unit value is being
     calculated, and (2) a factor to neutralize the assumed investment rate of
     4.00% per annum discussed in Section E. below.

<PAGE>

                                     - 10 -


                Illustration of Calculation of Annuity Unit Value
                -------------------------------------------------

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

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

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

     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 1983(a) Individual Annuity
     Mortality table with ages set back one year with an assumed investment rate
     ("A.I.R.") of 4% per annum.  The total first monthly Variable Annuity
     payment is determined by multiplying the value (expressed in thousands of
     dollars) of a Sub-Account (less any applicable Premium Taxes) by the amount
     of the first monthly payment per $1,000 of value obtained from the tables
     in the contracts.

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

F.   Amount of Second and Subsequent Monthly Variable Annuity Payments

     The amount of the first monthly Variable Annuity payment, determined as
     described above, is divided by the value of an Annuity Unit for the
     appropriate Sub-Account no earlier than the close of business on the fifth
     Valuation Day preceding the day on which the payment is due in order to
     determine the number of Annuity Units represented by the

<PAGE>

                                     - 11 -

     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 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 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.

Money Market Fund Sub-Account

<PAGE>

                                     - 12 -

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

     ($25 annual policy fee)

Yield           4.06%
Effective Yield  4.14%

U.S. Government Money Market Fund Sub-Account

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

     ($25 annual policy fee)

Yield           3.74%
Effective Yield 3.81%

YIELDS OF HARTFORD BOND FUND AND HARTFORD 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 Hartford Mortgage
Securities Fund.

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

BOND FUND SUB-ACCOUNT

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

Example:

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

Where     A = Dividends and interest earned during the period.
          B = Expenses accrued for the period (net of reimbursements)

<PAGE>

                                     - 13 -

          C = The average daily number of units outstanding during
              the period that were entitled to receive dividends.
          D = The maximum offering price per unit on the last day
              of the period.

              Yield =  5.87%

MORTGAGE SECURITIES FUND SUB-ACCOUNT

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

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

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

             Yield = 6.51%

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

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

CALCULATION OF TOTAL RETURN.  As summarized in the Prospectus under the heading
"Performance Related Information", total return is a measure of the change in
value of an investment in a Sub-Account over the period covered.  the formula
for total return used herein includes three steps: (1) calculating the value of
the hypothetical initial investment of $1,000 as of the end of the period by
multiplying the total number of units owned at the end of the period by the unit
value per unit on the last trading day of the period by the unit value per unit
on the last trading day of the period; (2) assuming redemption at the end of the
period and deducting any applicable contingent deferred sales charge and (3)
dividing this account value for the hypothetical investor

<PAGE>

                                     - 14 -

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

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

<PAGE>

                                     - 15 -

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.

There are no financial statements for the Separate Account since no contracts
have been sold yet.

<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>

                                     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. 5, to the
               Registration Statement File No. 33-56790, 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>

                                       -2-

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
                                      
         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

<PAGE>

                                       -3-

         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

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 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

<PAGE>

                                       -4-

          of such issue.

Item 29.  Principal Underwriters

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

          Hartford Life Insurance Company - Separate Account One

          Hartford Life Insurance Company - Separate Account Two

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

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

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

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

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

          Hartford Life Insurance Company - Putnam Capital Manager Trust
          Separate Account

          Hartford Life Insurance Company - Separate Account Three

          Hartford Life Insurance Company - Separate Account Five

          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

<PAGE>

                                       -5-

          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.

     (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>

                                   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,               Dated:   April 15, 1996
 Director *                                    --------------------
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. 33-56790

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,

/s/ Lynda Godkin

Lynda Godkin
Associate General Counsel & Secretary

<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. 33-56970 for ITT Hartford Life and 
Annuity Insurance Company Separate Account One on Form N-4.


                                             /s/ Arthur Andersen LLP

Hartford, Connecticut
April 30, 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>                    3,064,569,000
<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
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<NET-CHANGE-FROM-OPS>                      524,962,332
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
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<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
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<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
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<EXPENSE-RATIO>                                  0.000
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>


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