ITT HARTFORD LIFE & ANNUITY INSURANCE CO SEPARATE ACCOUNT ON
485BPOS, 1997-04-17
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<PAGE>
   
   As filed with the Securities and Exchange Commission on April 17, 1997


                                                  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.  7                        [X]
                                 ------
    
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
   
     Amendment No.  15                                      [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)
   
                            MARGARET E. HANKARD, ESQ.
                        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, 1997 pursuant to paragraph (b) of Rule 485
     --------
               60 days after filing pursuant to paragraph (a)(1) of Rule 485
     --------
               on May 1, 1997 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 28, 1997.
    

<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>

   
15.  Cover Page                           Part B; Statement of Additional
                                          Information

16.  Table of Contents                    Table of Contents

17.  General Information and              History Introduction

18.  Services                             None

19.  Purchase of Securities               Distribution of Contracts
     being Offered

20.  Underwriters                         Distribution of Contracts

21.  Calculation of Performance           Calculation of Yield and Return 
     Data

22.  Annuity Payments                     Annuity Benefits

23.  Financial Statements                 Financial Statements

24.  Financial Statements and             Financial Statements and
     Exhibits                             Exhibits

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

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

27.  Number of Contract Owners            Number of Contract Owners

28.  Indemnification                      Indemnification

29.  Principal Underwriters               Principal Underwriters

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

31.  Management Services                  Management Services

32.  Undertakings                         Undertakings

    
<PAGE>

ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
SEPARATE ACCOUNT ONE

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
("Hartford").  On January 1, 1998, Hartford's name will change to Hartford Life
and Annuity Insurance Company. 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 Hartford.  Allocations to
and transfers to and from the Fixed Account are not permitted in certain states.
    
The following Sub-Accounts are available under the Contracts.  Opposite each
Sub-Account is the name of the underlying investment for that Sub-Account.

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

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

   Money Market Fund                 -  shares of HVA Money Market Fund, Inc.
   Sub-Account                          ("Money Market Fund")
   
   Mortgage Securities Fund          -  shares of Hartford Mortgage Securities
   Sub-Account                          Fund, Inc. ("Mortgage Securities Fund")
    
   Small Company Fund                -  shares of Hartford Small Company Fund,
   Sub-Account                          Inc. ("Small Company Fund")

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

This Prospectus sets forth the information concerning the Separate Account and
the Fixed
<PAGE>

                                       -2-
   
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, CT 06102-5085.  The Table of Contents for the Statement of
Additional Information may be found on page ____ of this Prospectus.  The
Statement of Additional Information is incorporated by reference to this
Prospectus.
    
- --------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------
VARIABLE ANNUITY CONTRACTS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR ENDORSED OR
GUARANTEED BY, ANY BANK, NOR ARE THEY FEDERALLY INSURED OR OTHERWISE PROTECTED
BY THE FDIC, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY; THEY ARE SUBJECT TO
INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED.
- --------------------------------------------------------------------------------
   
Prospectus Dated:  May 1, 1997
Statement of Additional Information Dated:  May 1, 1997
    

<PAGE>

                                       -3-


TABLE OF CONTENTS

                                                                            Page
                                                                            ----

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

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

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

ACCUMULATION UNIT VALUES . . . . . . . . . . . . . . . . . . . . . . .

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

<PAGE>

                                       -4-

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

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

PAYMENT OF BENEFIT . . . . . . . . . . . . . . . . . . . . . . . . . .

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

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

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

     May I surrender once Annuity payments have started? . . . . . . .
   
     What are my Annuity benefits. . . . . . . . . . . . . . . . . . .
    
     How  are Annuity payments determined? . . . . . . . . . . . . . .

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

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

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

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

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

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

     How  much are the deductions for Premium Taxes? . . . . . . . . .
   
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY AND THE FUNDS. . . . .

     What is Hartford? . . . . . . . . . . . . . . . . . . . . . . . .
    
     What are the Funds? . . . . . . . . . . . . . . . . . . . . . . .
   
     Does Hartford have any interest in the Funds? . . . . . . . . . .
    

<PAGE>

                                       -5-

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

     What are some of the federal tax consequences which affect these
     Contracts?. . . . . . . . . . . . . . . . . . . . . . . . . . . .
   
MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
    
     What are my voting rights?. . . . . . . . . . . . . . . . . . . .

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

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

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

     Are there any material legal proceedings affecting the Separate Account?

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

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

     How may I get additional information? . . . . . . . . . . . . . .
   
APPENDIX I - INFORMATION REGARDING TAX-QUALIFIED PLANS . . . . . . . .
    
TABLE OF CONTENTS FOR STATEMENT OF ADDITIONAL INFORMATION. . . . . . .

<PAGE>

                                       -6-

                            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 Hartford to which a Contract
Owner may allocate all or a portion of his Premium Payment or Contract Value.
    

<PAGE>

                                       -7-

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 ____ of this Prospectus and any
additional Funds which may be made available from time to time.
   
GENERAL ACCOUNT:  The General Account of Hartford which consists of all assets
of Hartford other than those allocated to the separate accounts of Hartford.

HOME OFFICE:  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, CT 06102-5085, Attn:
Individual Annuity Operations.

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 the 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 Code.

PREMIUM PAYMENT:  The payment made to 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 Code, such as an employer sponsored Section
401(k) on an Individual Retirement Annuity (IRA).

SEPARATE ACCOUNT:  The Hartford separate account entitled "ITT Hartford Life and
Annuity Insurance Company Separate Account One."
    
SPECIFIED CONTRACT ANNIVERSARY:  Every seventh Contract Anniversary (I.E., the
7th, 14th, 21st,
<PAGE>

                                       -8-

etc. Contract Anniversaries).

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

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

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

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

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

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

                                       -9-

                                    FEE TABLE
                                     SUMMARY

                       CONTRACT OWNER TRANSACTION EXPENSES
                               (ALL SUB-ACCOUNTS)
   
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

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

                         ANNUAL FUND OPERATING EXPENSES
                         (as a percentage of net assets)
   
<TABLE>
<CAPTION>

                                                                                                Total Fund
                                                            Management          Other           Operating
                                                                Fees           Expenses         Expenses
<S>                                                         <C>                <C>              <C>
- ------------------------------------------------------------------------------------------------------------
Hartford Bond Fund                                              0.490%           0.030%           0.520%
- ------------------------------------------------------------------------------------------------------------
Hartford Stock Fund                                             0.441%           0.016%           0.457%
- ------------------------------------------------------------------------------------------------------------
HVA Money Market Fund                                           0.423%           0.021%           0.444%
- ------------------------------------------------------------------------------------------------------------
Hartford Advisers Fund                                          0.615%           0.017%           0.632%
- ------------------------------------------------------------------------------------------------------------
Hartford Capital Appreciation Fund                              0.629%           0.017%           0.646%
- ------------------------------------------------------------------------------------------------------------
Hartford Mortgage Securities Fund                               0.424%           0.029%           0.453%
- ------------------------------------------------------------------------------------------------------------
Hartford Index Fund                                             0.374%           0.019%           0.393%
- ------------------------------------------------------------------------------------------------------------
Hartford International Opportunities Fund                       0.691%           0.095%           0.786%
- ------------------------------------------------------------------------------------------------------------
Hartford Dividend & Growth Fund                                 0.709%           0.017%           0.726%
- ------------------------------------------------------------------------------------------------------------
Hartford International Advisers Fund                            0.746%           0.214%           0.960%
- ------------------------------------------------------------------------------------------------------------
Hartford Small Company Fund (3)                                 0.577%           0.150%           0.727%
- ------------------------------------------------------------------------------------------------------------
</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 policy 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 0.05% annual asset charge based on the experience of the
     Contracts.
(3)  In 1996 a portion of management fees were waived for the Hartford Small
     Company Fund.  In the absence of this waiver, the 1996 total expense ratio
     would have been .880% (annualized).

(IHLA/56790/Director IV)
    

<PAGE>

                                      -10-

EXAMPLE

   
<TABLE>
<CAPTION>

                                           If you surrender your Contract               If you annuitize your Contract at
                                           at the end of the applicable time            the end of the applicable time
                                           period, you would pay the                    period, you would pay the
                                           following expenses on a $1,000               following expenses on a $1,000
                                           investment, assuming a 5% annual             investment, assuming a 5%
                                           return on assets:                            annual return on assets:
- ----------------------------------------------------------------------------------------------------------------------------
Sub-Account                                1 year   3 years   5 years  10 years         1 year   3 years   5 years  10 years
- ----------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>      <C>       <C>      <C>              <C>      <C>       <C>      <C>
Hartford Bond Fund                           $89      $108      $129      $215            $18       $57       $99      $215
Hartford Stock Fund                           88       106       127       208             17        55        95       208
HVA Money Market Fund                         88       105       125       207             17        55        95       206
Hartford Advisers Fund                        90       111       135       227             19        61       105       227
Hartford Capital Appreciation Fund            90       112       136       229             19        61       105       228
Hartford Mortgage Securities Fund             88       106       126       208             17        55        95       207
Hartford Index Fund                           87       104       123       201             17        53        92       201
Hartford International Opportunities Fund     91       116       143       244             21        65       113       243
Hartford Dividend & Growth Fund               91       114       140       237             20        64       110       237
Hartford International Advisers Fund          93       121       152       262             23        71       122       261
Hartford Small Company Fund                   91       114       N/A       N/A             20        64       N/A       N/A


<CAPTION>
                                            If you do not surrender your
                                            Contract, you would pay the
                                            following expenses on a $1,000
                                            investment, assuming a 5%
                                            annual return on assets:
- ---------------------------------------------------------------------------------------
Sub-Account                                 1 year   3 years   5 years  10 years
- ---------------------------------------------------------------------------------------
<S>                                         <C>      <C>       <C>      <C> 
Hartford Bond Fund                           $19       $58       $99      $215 
Hartford Stock Fund                           18        56        96       208 
HVA Money Market Fund                         18        55        95       207 
Hartford Advisers Fund                        20        61       105       227 
Hartford Capital Appreciation Fund            20        62       106       229 
Hartford Mortgage Securities Fund             18        56        96       208 
Hartford Index Fund                           17        54        93       201 
Hartford International Opportunities Fund     21        66       113       244 
Hartford Dividend & Growth Fund               21        64       110       237 
Hartford International Advisers Fund          23        71       122       262 
Hartford Small Company Fund                   21        64       N/A       N/A 

</TABLE>

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

<PAGE>

                                      -11-

   
                                     SUMMARY
    
A.   CONTRACTS OFFERED
   
     Individual and group tax-deferred Variable Annuity Contracts (see "Federal
     Tax Considerations -- Taxation of Annuities in General," page     ).
     Generally, the Contracts are purchased by completing an application or an
     order to purchase a Contract and submitting it, along with the initial
     Premium Payment, to Hartford for its approval.  A Contract Owner may at any
     time, within ten days of delivery of a Contract sold hereunder, return the
     Contract to 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?" commencing
     on page ___).
    
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 Code, including individual retirement
     annuities ("Qualified Contracts").   (See "Federal Tax Considerations,"
     page ___, and Appendix I, 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?"
     commencing on page     .)
    
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 Small Company Fund, Inc, Hartford Stock Fund, Inc., HVA
     Money Market Fund, Inc., and such other funds as shall be offered from time
     to time, and the Fixed Account, or a combination of the Funds and the Fixed
     Account.  Qualified Contracts issued prior to May 1, 1987 may also have
     shares of Hartford U.S. Government Money Market Fund, Inc.
<PAGE>

                                      -12-

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

               CHARGE         LENGTH OF TIME FROM PREMIUM PAYMENT
                                        (NUMBER OF YEARS)

               7%                       1
               6%                       2
               5%                       3
               4%                       4
               3%                       5
               2%                       6
               1%                       7
               0%                       8 or more

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

     2.   WITHDRAWAL PRIVILEGE

          Withdrawals of up to 10% per 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 ____.)
<PAGE>

                                      -13-

     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 ___.)

     4.   MORTALITY AND EXPENSE RISKS
   
          For assuming the mortality and expense risks under the Contracts,
          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 ____.)
    
     5.   PREMIUM TAXES

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

     6.   CHARGES BY THE FUNDS
   
          The Funds are subject to certain fees, charges and expenses (see the
          prospectus for the Funds accompanying this Prospectus).
    
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, Hartford may terminate the Contract
     in its entirety.  (See "How can a Contract be redeemed or surrendered?"
     commencing on page ____.)
    
G.   MINIMUM DEATH BENEFITS

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

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
<PAGE>

                                      -14-
   
     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 are
     my Annuity benefits?" commencing on page ____.)
    
I.   VOTING RIGHTS OF CONTRACT OWNERS
   
     Contract Owners will have the right to vote on matters affecting the
     underlying Fund to the extent that proxies are solicited by such Fund.  If
     a Contract Owner does not vote, Hartford shall vote such interest in the
     same proportion as shares of the Fund for which instructions have been
     received by Hartford.  (See "What are my voting rights?" commencing on 
     page ____.)
    

<PAGE>

                                      -15-

                            ACCUMULATION UNIT VALUES
          (For an accumulation unit outstanding throughout the period)

The following information, insofar as it relates to the period ended December
31, 1996, has been examined by Arthur Andersen LLP, independent public
accountants, whose report thereon is included in the Statement of Additional
information, which is incorporated by reference to this Prospectus.

   
<TABLE>
<CAPTION>

                                                                         YEAR ENDED DECEMBER 31,
                                                                         -----------------------
                                                            1996           1995        1994                1993
                                                            ----           ----        ----                ----
<S>                                                      <C>            <C>         <C>                <C>
BOND FUND SUB-ACCOUNT
Accumulation unit value at beginning of period             $1.880         $1.607      $1.694             $1.556(a)
Accumulation unit value at end of period                   $1.922         $1.880      $1.607             $1.694
Number accumulation units outstanding at
end of period (in thousands)                               76,247         48,354      33,950             23,803
STOCK FUND SUB-ACCOUNT
Accumulation unit value at beginning of period             $2.887         $2.180      $2.250             $1.993(a)
Accumulation unit value at end of period                   $3.547         $2.887      $2.180             $2.250
Number accumulation units outstanding at
end of period (in thousands)                              317,416        186,727     110,928             60,431
MONEY MARKET FUND SUB-ACCOUNT
Accumulation unit value at beginning of period             $1.528         $1.462      $1.424             $1.401(a)
Accumulation unit value at end of period                   $1.587         $1.528      $1.462             $1.424
Number accumulation units outstanding at
end of period (in thousands)                              110,350         66,468      30,871             14,881
ADVISERS FUND SUB-ACCOUNT
Accumulation unit value at beginning of period             $2.523         $1.991      $2.072             $1.870(a)
Accumulation unit value at end of period                   $2.905         $2.523      $1.991             $2.072
Number accumulation units outstanding at
end of period (in thousands)                              784,326        546,105     414,318            244,980
CAPITAL APPRECIATION FUND SUB-ACCOUNT
Accumulation unit value at beginning of period             $3.364         $2.615      $2.583             $2.165(a)
Accumulation unit value at end of period                   $4.010         $3.364      $2.615             $2.583
Number accumulation units outstanding at
end of period (in thousands)                              353,466        216,591     116,535             58,645
MORTGAGE SECURITIES FUND SUB-ACCOUNT
Accumulation unit value at beginning of period             $1.878         $1.637      $1.685             $1.604(a)
Accumulation unit value at end of period                   $1.949         $1.878      $1.637             $1.685
Number accumulation units outstanding at
end of period (in thousands)                               38,304         31,288     20,674              28,380
INDEX FUND SUB-ACCOUNT
Accumulation unit value at beginning of period             $2.359         $1.750      $1.755             $1.629(a)
Accumulation unit value at end of period                   $2.845         $2.359      $1.750             $1.755
Number accumulation units outstanding at
end of (in thousands)                                      77,074         32,779      12,030              7,491
INTERNATIONAL OPPORTUNITIES FUND SUB-ACCOUNT
Accumulation unit value at end of period                   $1.329         $1.181      $1.220             $0.924(a)
Accumulation unit value at end of period                   $1.482         $1.329      $1.181             $1.220
Number accumulation units outstanding at
end of period (in thousands)                              326,954        222,606     175,763             66,084

<PAGE>

                                        -16-

DIVIDEND & GROWTH FUND SUB-ACCOUNT
Accumulation unit value at beginning of period             $1.329         $1.009     $1.000                 -(b)
Accumulation unit value at end of period                   $1.650         $1.359     $1.009                 -
Number accumulation units outstanding at
end of period (in thousands)                              301,767        101,085     21,973                 -
INTERNATIONAL ADVISERS FUND SUB-ACCOUNT
Accumulation unit value at beginning of period             $1.146         $1,000        -                   -(c)
Accumulation unit value at end of period                   $1.266         $1.146        -                   -
Number accumulation units outstanding at
end of period (in thousands)                               56,743         10,717
SMALL COMPANY FUND SUB-ACCOUNT
Accumulation unit value at beginning of period             $    -        $    -(d)
Accumulation unit value at end of period                   $1.066        $    -
Number accumulation units outstanding at
end of period (in thousands)                               24,397             0
</TABLE>
    

   
(a) Inception date May 1, 1993.
(b) Inception date March 8, 1994.
(c) Inception date March 1, 1995.
(d) Inception date August 9, 1996.
    

<PAGE>

                                      -17-

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

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

<PAGE>

                                      -18-

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.
   
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 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," page___, prior to reading this Prospectus to
familiarize yourself with the terms being used.
    
                       THE CONTRACT, SEPARATE ACCOUNT ONE,
                              AND THE FIXED ACCOUNT

What are the Contracts?
   
     The Contract is an individual or group tax-deferred Variable Annuity
     Contract designed for retirement planning purposes.  Initially there are no
     deductions from your Premium Payments (except for Premium Taxes, if
     applicable) so your entire Premium Payment is put to work in the investment
     Sub-Account(s) of your choice or the Fixed Account.  Currently, there are
     eleven Sub-Accounts, each investing in a different underlying Fund with its
     own distinct investment objectives.  More Sub-Accounts may be made
     available by 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
    
<PAGE>

                                      -19-
   
     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
     Contracts," page ___, 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 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 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 months.  Any Fixed Account Annuity
     allocation may not be changed.
    

   
     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
     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
    

<PAGE>

                                      -20-
   
     Separate Account options.  In the event of any such modification Hartford
     will provide notice to the Contract Owner or to the payee(s) during the
     Annuity period.  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
     Code; annuity purchase plans adopted by public school systems and certain
     tax-exempt organizations according to Section 403(b) of the Code;
     Individual Retirement Annuities adopted according to Section 408 of the
     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 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 Hartford.  It is the Separate
     Account in which 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 Hartford,
     it is registered as a unit investment trust under the Investment Company
     Act of 1940.  This registration does not, however, involve Commission
     supervision of the management or the investment practices or policies of
     the Separate Account or 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 Hartford may conduct.  So, Contract Values allocated to the
     Sub-Accounts will not be affected by the rate of return of Hartford's
     General Account, nor by the investment performance of any of Hartford's
     other separate accounts.  However, all obligations arising under the
     Contracts are general corporate obligations of 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.

<PAGE>

                                      -21-
   
     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.

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

     Currently, 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
    

<PAGE>

                                      -22-
   
     Contracts.  However, Hartford reserves the right to change the rate
     according to state insurance law.  Hartford may credit interest at a rate
     in excess of 3% per year; however, 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
     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
     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
     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, Hartford reserves
     the right to limit the number of transfers to 12 per Contract Year, with no
     two 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.
    

   
     It is the responsibility of the Contract Owner or Participant to verify the
     accuracy of all confirmations of transfers and to promptly advise Hartford
     of any inaccuracies within one business day of receipt of the confirmation.
     Hartford will send the Contract Owner a confirmation of the transfer within
     five days from the date of any instruction.

     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 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.  Hartford will employ
     reasonable procedures to confirm that instructions communicated by
     telephone are genuine; otherwise, Hartford may be liable for any losses due
     to unauthorized or fraudulent instructions.  The procedures 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 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
    

<PAGE>

                                      -23-
   
     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 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 ten Valuation Days between each transfer: (ii) limiting the
     amount to be transferred on any one Valuation Day to no more than $2
     million; and (iii) upon 30 days prior written notice, to only accepting
     transfer instructions from the Contract Owner and not from the Contract
     Owner's representative, agent or person acting under a power of attorney
     for the Contract Owner.

     Currently, and with respect to Contracts issued in all states, the only
     restriction in effect is that Hartford will not accept instructions from
     agents acting under a power of attorney of multiple Contract Owners whose
     accounts aggregate more than $2 million, unless the agent has entered into
     a third party transfer services agreement with Hartford.
    
     Transfers between the Sub-Accounts may be made both before and after
     Annuity payments commence (limited to once a quarter) provided that the
     minimum allocation to any Sub-Account may not be less than $500.  No
     minimum balance is required in any Sub-Account.

May I transfer assets between the Fixed Account and the Sub-Accounts?
   
     Subject to the restrictions set forth above, transfers from the Fixed
     Account into a Sub-Account may be made at any time during the Contract
     Year.  The maximum amount which may be transferred from the Fixed Account
     during any Contract Year is the greater of 30% of the Fixed Account balance
     as of the last Contract Anniversary or the greatest amount of any prior
     transfer from the Fixed Account.  If 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.  Hartford reserves the right to modify the
     limitations on transfers from the Fixed Account and to defer transfers from
     the Fixed Account for up to six months from the date of request.
    

<PAGE>

                                      -24-

                            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 Hartford at its Home
     Office.  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
     Hartford at 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, 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.  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.
    

<PAGE>

                                      -26-

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 "Federal Tax Considerations
     -- Taxation of Annuities in General -- Non-Tax Qualified Purchasers," 
     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 for the Funds.
    

<PAGE>

                                      -27-

How is the value of the Fixed Account determined?
   
     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.  Hartford may credit a
     lower minimum interest rate according to state law.  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
     Hartford at 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 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.
    

     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 Hartford receives new instructions from the
     Beneficiary.  The death benefit may be taken in one sum, payable within
     seven 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 five
    

<PAGE>

                                      -28-
   
     years after the death of the Contract Owner and (b) in the event of the
     death of any Contract Owner or Annuitant which occurs on or after the
     Annuity Commencement Date, any remaining interest in the Contract will be
     paid at least as rapidly as under the method of distribution in effect at
     the time of death, or, if the benefit is payable over a period not
     extending beyond the life expectancy of the Beneficiary or over the life of
     the Beneficiary, such distribution must commence within one year of the
     date of death.  Notwithstanding the foregoing, in the event of the Contract
     Owner's death where the sole Beneficiary is the spouse of the Contract
     Owner and the Annuitant or Contingent Annuitant is living, such spouse may
     elect, in lieu of receiving the death benefit, to be treated as the
     Contract Owner.  The proceeds due on the death may be applied to provide
     variable payments, fixed payments, or a combination of variable and fixed
     payments.
    
     If the Contract is owned by a corporation or other non-individual, the
     Death Benefit payable upon the death of the Annuitant prior to the Annuity
     Commencement Date will be payable only as one sum or under the same
     settlement options and in the same manner as if an individual Contract
     Owner died on the date of the Annuitant's death.
   
     For a discussion of the manner in which Annuity payments are determined and
     may vary from month to month, see "How are Annuity payments determined?"
     commencing on page     ___.
    

How can a Contract be redeemed or surrendered?

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

     FULL SURRENDERS

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

<PAGE>

                                      -29-
   
     to the minimum amount rules then in effect.  Additionally, if the remaining
     Contract Value following a surrender is less than $1,000, 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.  Hartford may permit the Contract Owner to preauthorize partial
     surrenders subject to certain limitations then in effect.
    
     THERE ARE CERTAIN RESTRICTIONS ON SECTION 403(B) TAX-SHELTERED ANNUITIES.
     AS OF DECEMBER 31, 1988, ALL SECTION 403(B) ANNUITIES HAVE LIMITS ON FULL
     AND PARTIAL SURRENDERS.  CONTRIBUTIONS TO THE CONTRACT MADE AFTER DECEMBER
     31, 1988 AND ANY INCREASES IN CASH VALUE AFTER DECEMBER 31, 1988 MAY NOT BE
     DISTRIBUTED UNLESS THE CONTRACT OWNER/EMPLOYEE HAS A) ATTAINED AGE 59 1/2,
     B) TERMINATED EMPLOYMENT, C) DIED, D) BECOME DISABLED OR E) EXPERIENCED
     FINANCIAL HARDSHIP.

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

     Payment on any request for a full or partial surrender from the
     Sub-Accounts will be made as soon as possible and in any event no later
     than seven days after the written request is received by Hartford at its
     Home Office, Attn:  Individual Annuity Operations, P. O. Box 5085,
     Hartford, CT 06102-5085. 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
    
<PAGE>

                                      -30-
   
     Hartford defers payment for more than 30 days, 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 sales charges under the Contracts made?"
     commencing on page ___).
    
Can payment of a redemption, surrender or death benefit ever be postponed beyond
the seven day period?
   
     Yes.  There may be postponement whenever (a) the New York Stock Exchange is
     closed, except for holidays or weekends, or trading on the New York Stock
     Exchange is restricted as determined by the Commission; (b) the Commission
     permits postponement and so orders; or (c) the 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 months.  Any Fixed
     Annuity allocation may not be changed.

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

                                      -31-

     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 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, 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.

<PAGE>

                                      -32-
   
     OPTION 4:  PAYMENTS FOR A DESIGNATED PERIOD - An amount payable monthly for
     the number of years selected which may be from five 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
     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 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 HARTFORD - Proceeds from the Death
     Benefit may be left with Hartford for a period not to exceed five years
     from the date of the Contract Owner's death prior to the Annuity
     Commencement Date.  These proceeds will remain in the Sub-Account(s) to
     which they were allocated at the time of death unless the Beneficiary
     elects to reallocate them.  Full or partial withdrawals may be made at any
     time.  In the event of withdrawals, the remaining value will equal the
     Contract Value of the proceeds left with Hartford, minus any withdrawals.

     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     ) 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

<PAGE>

                                      -33-

     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 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.
   
     A Contract Owner who chooses to surrender a Contract in full who has not
     yet withdrawn the Annual Withdrawal Amount during the current Contract Year
     (as described at page ___ below under the sub-heading "Is there ever a time
     when the sales charges do not apply?") may, depending upon the amount of
     investment gain experienced under the
    

<PAGE>

                                      -34-
   
     Contract, reduce the amount of any contingent deferred sales charge paid by
     first withdrawing the Annual Withdrawal Amount and then requesting a full
     surrender of the Contract. Currently, regardless of whether a Contract
     Owner first requests a partial withdrawal of the Annual Withdrawal
     Amount, upon receiving a request for a full surrender of a Contract, 
     Hartford assesses any applicable contingent deferred sales charge 
     against the surrender proceeds representing the lesser of: (1) aggregate
     Premium Payments under the Contract not previously withdrawn; and 
     (2) the Contract Value, less the Annual Withdrawal Amount available at 
     the time of the full surrender, less the Annual Maintenance Fee.
    
     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:

     Charge    Length of Time fom Premium Payment
     ------    -----------------------------------
                        (Number of Years)
     7%                              1
     6%                              2
     5%                              3
     4%                              4
     3%                              5
     2%                              6
     1%                              7
     0%                        8 or more

     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
       .)

     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).

<PAGE>

                                      -35-

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 (the "Annual Withdrawal Amount").
     Any such withdrawal will be deemed to be from Contract Values other than
     Premium Payments.  From time to time, 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.
   
     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 Hartford from its general assets, including surplus.  The surplus
     might include profits resulting from unused mortality and expense risk
     charges.
    
What is the mortality and expense risk charge?
   
     Although Variable Annuity payments made under the Contracts will vary in
     accordance with the investment performance of the underlying Fund shares
     held in the Sub-Account(s), the payments will not be affected by (a)
     Hartford's actual mortality experience among Annuitants before or after the
     Annuity Commencement Date or (b) Hartford's actual expenses, if greater
     than the deductions provided for in the Contracts because of the expense
     and mortality undertakings by Hartford.
    
<PAGE>

                                      -36-
   
     For assuming these risks under the Contracts, 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 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.  Hartford also
     assumes the liability for payment of a Minimum Death Benefit under the
     Contract.
    
<PAGE>

                                      -37-

   
     The mortality undertakings are based on Hartford's determination of
     expected mortality rates among all Annuitants.  If actual experience among
     Annuitants during the Annuity payment period deviates from Hartford's
     actuarial determination of expected mortality rates among Annuitants
     because, as a group, their longevity is longer than anticipated, Hartford
     must provide amounts from its general funds to fulfill its Contract
     obligations.  In that event, a loss will fall on 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, 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, 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, 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,
     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.  Hartford will pay Premium Taxes at the time imposed under
     applicable law.  At its sole discretion, Hartford may deduct Premium Taxes
     at the time 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 Hartford?

     ITT Hartford Life and Annuity Insurance Company ("Hartford") is a stock
     life insurance company engaged in the business of writing life insurance
     and annuities, both individual and 
    

<PAGE>

                                      -38-
   
     group, in all states of the United States, except New York, and the 
     District of Columbia.  On January 1, 1998, Hartford's name will change 
     to Hartford Life and Annuity Insurance Company.  Hartford was originally
     incorporated under the laws of Wisconsin on January 9, 1956, and was 
     subsequently redomiciled to Connecticut.  Its offices are located in 
     Simsbury, Connecticut; however, its mailing address is P. O. Box 2999,
     Hartford, CT 06104-2999.  Hartford is a subsidiary of Hartford Fire 
     Insurance Company, one of the largest multiple lines insurance carriers
     in the United States.  Hartford is ultimately owned by ITT Hartford 
     Group, Inc., a Delaware corporation.  Subject to shareholder approval 
     on May 2, 1997, the name if ITT Hartford Group, Inc. will change
     to The Hartford Financial Services Group, Inc.

     Hartford is rated A+ (superior) by A.M. Best and Company, Inc., on the
     basis of its financial soundness and operating performance.  Hartford is
     rated AA by Standard & Poor's and AA+ by Duff and Phelps, on the basis of
     its claims paying ability.  These ratings do not apply to the investment
     performance of the Sub-Accounts of the Separate Account.  The ratings apply
     to Hartford's ability to meet its insurance obligations, including those
     described in this Prospectus.
    
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 Opportunities Fund, Inc. was
     organized on January 25, 1990.  Hartford Dividend and Growth Fund was
     organized on October 21, 1993.  Hartford International Advisers Fund, Inc.
     was organized on February 15, 1995.  Hartford Small Company Fund, Inc. was
     organized on August 9, 1996.  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. - Seeks maximum long-term total rate of return
     consistent with prudent investment risk by investing in common stock and
     other equity securities, bonds and other debt securities, and money market
     instruments.

     HARTFORD BOND FUND, INC. - Seeks maximum current income consistent with
     preservation of capital by investing primarily in fixed-income securities.
     Up to 20% of the total assets of this Fund may be invested in debt
     securities rated in the highest category below investment grade ("Ba" by
     Moody's Investor Services, Inc. and "BB" by Standard & Poor's) or, if
     unrated, are determined to be of comparable quality by the Fund's
     investment adviser.  Securities rated below investment grade are commonly
     referred to as "high yield-high risk securities" or
    
<PAGE>

                                      -39-
   
     "junk bonds."  For more information concerning the risks associated with
     investing in such securities, please refer to the section in the
     accompanying prospectus for the Funds entitled "Hartford Bond Fund, Inc. --
     Investment Policies."

     HARTFORD CAPITAL APPRECIATION FUND, INC. - Seeks growth of capital by
     investing in securities selected solely on the basis of potential for
     capital appreciation; income, if any, is an incidental consideration.

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

     HARTFORD INDEX FUND, INC. - Seeks to provide investment results which
     approximate the price and yield performance of publicly-traded common
     stocks in the aggregate, as represented by the Standard & Poor's 500
     Composite Stock Price Index.*

     HARTFORD INTERNATIONAL ADVISERS FUND, INC. - Seeks maximum long-term total
     return consistent with prudent investment risk by investing in a portfolio
     of equity, debt and money securities.

     HARTFORD INTERNATIONAL OPPORTUNITIES FUND, INC. - Seeks long-term total
     return consistent with prudent investment risk through investment primarily
     in equity securities issued by non-U.S. companies.

     HARTFORD MORTGAGE SECURITIES FUND, INC. - Seeks 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.

     HARTFORD SMALL COMPANY FUND, INC. - Seeks growth of capital by investing
     primarily in equity securities selected on the basis of potential for
     capital appreciation.

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

     HVA MONEY MARKET FUND, INC. - Seeks maximum current income consistent with
     liquidity and preservation of capital.

*    "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 and Standard & Poor's 
    makes no representation regarding the advisability of investing in the 
    Index Fund.
    

<PAGE>

                                      -40-

ALL FUNDS
   
     All of the Funds are sponsored by Hartford and are incorporated under the
     laws of the State of Maryland.  The Funds are available only to serve as
     the underlying investment for the variable annuity and variable life
     insurance Contracts issued by 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 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.

     HL Investment Advisers, Inc. ("HL Advisors ") serves as the investment
     adviser to each of the Funds.

     Wellington Management Company, L.L.P. serves as sub-investment adviser for
     Hartford Advisers Fund, Hartford Capital Appreciation Fund, Hartford
     Dividend and Growth Fund, Hartford International Advisers Fund, Hartford
     International Opportunities Fund, Hartford Small Company Fund and Hartford
     Stock Fund.

     In addition, HL Advisors has entered into an investment services agreement
     with The Hartford Investment Management Company, Inc. ("HIMCO"), pursuant
     to which HIMCO will provide certain investment services to Hartford Bond
     Fund, Hartford Index Fund, Hartford Mortgage Securities Fund and HVA Money
     Market Fund.

     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
     Hartford.  The Funds may not be available in all states.

Does Hartford have any interest in the Funds?

     Hartford has no interest in the Funds.
    

<PAGE>

                                      -41-

                           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     ,
     is based on Hartford's understanding of existing federal income tax laws as
     they are currently interpreted.

B.   TAXATION OF HARTFORD AND THE SEPARATE ACCOUNT

     The Separate Account is taxed as part of Hartford which is taxed as a life
     insurance company in accordance with the Internal Revenue Code of 1986, as
     amended (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 "How is
     the  Accumulation Unit value determined?" commencing on page    ).  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 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,

<PAGE>

                                      -42-
   
          and partnerships.  The annual net increase in the value of the
          Contract is currently includable in the gross income of a non-natural
          person unless the non-natural person holds the Contract as an agent 
          for a natural person.  There is an exception from current inclusion 
          for certain annuities held by structured settlement companies, certain
          annuities held by an employer with respect to a terminated qualified 
          retirement plan and certain immediate annuities.  A non-natural person
          which is a tax-exempt entity for federal tax purposes will not be 
          subject to income tax as a result of this provision.
    
          If the Contract Owner is not an individual, the primary Annuitant
          shall be treated as the Contract Owner for purposes of making
          distributions which are required to be made upon the death of the
          Contract Owner.  If there is a change in the primary Annuitant, such
          change shall be treated as the death of the Contract Owner.

     2.   OTHER CONTRACT OWNERS (NATURAL PERSONS).  A Contract Owner is not
          taxed on increases in the value of the Contract until an amount is
          received or deemed received, E.G., in the form of a lump sum payment
          (full or partial value of a Contract) or as Annuity payments under the
          settlement option elected.
   
          The provisions of Section 72 of the Code concerning distributions are
          summarized briefly below.  Also summarized are special rules affecting
          distributions from Contracts obtained in a tax-free exchange for other
          annuity contracts or life insurance contracts which were purchased
          prior to August 14, 1982.
    
          a.   DISTRIBUTIONS PRIOR TO THE ANNUITY COMMENCEMENT DATE.
   
               i.   Total premium payments less amounts received which were not
                    includable in gross income equal the "investment in the
                    contract" under Section 72 of the Code.

               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
    
<PAGE>

                                      -43-
   
                    aggregation rule applies), then such amount received or
                    deemed received will not be includable in gross income, and
                    will simply reduce the "investment in the contract."
    
               iv.  The receipt of any amount as a loan under the Contract or
                    the assignment or pledge of any portion of the value of the
                    Contract shall be treated as an amount received for purposes
                    of this subparagraph a. and the next subparagraph b.

               v.   In general, the transfer of the Contract, without full and
                    adequate consideration, will be treated as an amount
                    received for purposes of this subparagraph a. and the next
                    subparagraph b. This transfer rule does not apply, however,
                    to certain transfers of property between spouses or incident
                    to divorce.
   
          b.   DISTRIBUTIONS AFTER ANNUITY COMMENCEMENT DATE.  Annuity payments
               made periodically after the Annuity Commencement Date are
               includable in gross income to the extent the payments exceed the
               amount determined by the application of the ratio of the
               "investment in the contract" to the total amount of the payments
               to be made after the Annuity Commencement Date (the "exclusion
               ratio").

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

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

               iii. Generally, nonperiodic amounts received or deemed received
                    after the Annuity Commencement Date are not entitled to any
                    exclusion ratio and shall be fully includable in gross
                    income.  However, upon a full surrender after such date,
                    only the excess of the amount received (after any surrender
                    charge) over the remaining "investment in the contract"
                    shall be includable in gross income (except to the extent
                    that the aggregation rule referred to in the next
                    subparagraph c. may apply).

          c.   AGGREGATION OF TWO OR MORE ANNUITY CONTRACTS.  Contracts issued
               after October 21, 1988 by the same insurer (or affiliated
               insurer) to the same Contract Owner within the same calendar year
               (other than certain contracts held in connection with a tax-
               qualified retirement arrangement) will be treated as one annuity
               Contract for the purpose of determining the taxation of
               distributions prior to the Annuity Commencement Date.
    

<PAGE>

                                      -44-
   
               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.   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 10% 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

<PAGE>

                                      -45-

               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 five years after such death;
                         and
    
                    3.   If the Contract Owner is not an individual, then for
                         purposes of 1. or 2., above, the primary annuitant
                         under the Contract shall be treated as the Contract
                         Owner, and any change in the primary annuitant shall be
                         treated as the death of the Contract Owner.  The
                         primary annuitant is the individual, the events in the
                         life of whom are of primary importance in affecting the
                         timing or amount of the payout under the Contract.

               ii.  Alternative Election to Satisfy Distribution Requirements

                    If any portion of the interest of a Contract Owner described
                    in i., above is payable to or for the benefit of a
                    designated beneficiary, such beneficiary may elect to have
                    the portion distributed over a period that does not extend
                    beyond the life or life expectancy of the beneficiary.  The
                    election and payments must begin within a year of the death.

               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

<PAGE>

                                      -46-

                    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.

          Hartford monitors the diversification of investments in the separate
          accounts and tests for diversification as required by the Code.
          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
    

<PAGE>

                                      -47-
   
          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 do not provide guidance regarding
          investor control, and as of the date of this Prospectus, no other such
          guidance has been issued.  Further, 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.  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
          Hartford, 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

<PAGE>

                                      -48-
   
     being purchased with respect to some form of qualified retirement plan,
     please refer to Appendix I, 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.

<PAGE>

                                      -49-

                                  MISCELLANEOUS

What are my voting rights?
   
     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, 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 Hartford to vote Fund shares in its own
     right, Hartford may elect to do so.
   
     Hartford will notify you of any Fund shareholders' meeting if the shares
     held for your account may be voted at such meetings.  Hartford will also
     send proxy materials and a form of instruction by means of which you can
     instruct 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, Hartford will
     arrange for the handling and tallying of proxies received from Contract
     Owners.  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.  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 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.  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 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.
<PAGE>

                                      -50-

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 Insurance Company.  The
     principal business address of HSD is the same as that of Hartford.
    
   
     The securities will be sold by salesperson of HSD who represent 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 Commission under the Securities Exchange Act of
     1934 as a Broker-Dealer and is a member of the National Association of
     Securities Dealers, Inc.
    
     Commissions will be paid by Hartford and will not be more than 6% of
     Premium Payments.
   
     From time to time, Hartford 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 Hartford under a safekeeping
     arrangement.

Are there any material legal proceedings affecting the Separate Account?
   
     There are no material legal proceedings pending to which the Separate
Account is a party.

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

     Counsel with respect to federal laws and regulations applicable to the
     issue and sale of the Contracts and with respect to Connecticut law is
     Lynda Godkin, General Counsel, Hartford Life Insurance Companies, P. O. Box
     2999, Hartford, CT 06104-2999.
    
Are you relying on any experts as to any portion of this Prospectus?
   
     The audited financial statements included in this Prospectus and elsewhere 
     in the registration statement have been audited by Arthur Andersen LLP, 
     independent public accountants, as indicated in their reports with 
     respect thereto, and are included herein in reliance upon the
     authority of said firm as experts in giving said reports.  Reference is
     made to said report on the statutory-basis financial statements of ITT
     Hartford Life and Annuity Insurance Company which states the statutory-
     basis financial statements are presented in accordance with statutory
     accounting practices prescribed or permitted by the National Association of
     Insurance Commissioners and the State of Connecticut Insurance Department,
    
<PAGE>

                                      -51-
   
          not presented in accordance with generally accepted accounting
          principles.  Reference is made to said report on the statutory-basis
          financial statements of ITT Hartford Life and Annuity Insurance
          Company (the Depositor), which includes an explanatory paragraph with
          respect to the change in valuation method in determining aggregate
          reserves for future benefits in 1994, as discussed in Note 1 of Notes
          to Statutory Financial Statements. The principal business address of
          Arthur Andersen LLP is One Financial Plaza, Hartford, CT 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, CT  06102-5085
         Telephone:  (800) 862-6668
    

<PAGE>

                                      -52-

                                   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 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
     advisers 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

<PAGE>

                                      -53-

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 33 1/3% of includable
     compensation (typically 25% of gross compensation) or $7,500 (indexed),
     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 Deferred Compensation Plan should
     understand that his or her rights and benefits are governed strictly by the
     terms of the plan and that the employer is the legal owner of any contract
     issued with respect to the plan. 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 or her plan for any charges in regard to
     participating therein other than those disclosed in this Prospectus.
     Participants should also be aware that effective August 20, 1996, the Small
     Business Job Protection Act of 1996 requires that all assets and income of
     an eligible Deferred Compensation Plan established by a governmental
     employer which is a State, a political subdivision of a State, or any
     agency or instrumentality of a State or political subdivision of a State,
     must be held in trust (or under certain specified annuity contracts or
     custodial accounts) for the exclusive benefit of Participants and their
     Beneficiaries.  Special transition rules apply to such governmental
     Deferred Compensation Plans already in existence on August 20, 1996, and
     provide that such plans need not establish a trust before January 1, 1999.
     However, this requirement does not apply to amounts under a Deferred
    
<PAGE>

                                      -54-
   
     Compensation Plan of a tax-exempt (non-governmental) organization and such
     amounts will be subject to the claims of such tax-exempt employer's general
     creditors.

     In general, 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, 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, for eligible medical expenses 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.  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 following the later of (i) the

<PAGE>

                                      -55-

          calendar year in which the individual attains age 70 1/2 or (ii) the
          calendar year in which the individual retires from service with the
          employer sponsoring the plan ("required beginning date").  However,
          the required beginning date for an individual who is a five (5)
          percent owner (as defined in the Code), or who is the owner of an IRA,
          is April 1 of the calendar year following the calendar year in which
          the individual attains age 70 1/2.  The entire interest of the
          Participant must be distributed beginning no later than this required
          beginning date over a period which may not extend beyond a maximum of
          the 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 individual's 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.
    
          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, 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
          ten 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.
    

<PAGE>

                                      -56-

          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.
   
          In general, distributions from plans described in Section 457 of the
          Code are subject to regular wage withholding rules.
    

<PAGE>

                                      -57-

                                TABLE OF CONTENTS
                                      TO
                          STATEMENT OF ADDITIONAL INFORMATION


Section                                                                 Page No.
- -------                                                                 --------

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

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

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

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

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


<PAGE>

                                      -58-

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

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

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

<PAGE>

                                      -59-

          This form must be completed for all tax-sheltered annuities.


                     SECTION 403(b)(11) ACKNOWLEDGMENT FORM
   
The Hartford variable annuity Contract which you have recently purchased is
subject to certain restrictions imposed by the Tax Reform Act of 1986.
Contributions to the Contract after December 31, 1988 and any increases in cash
value after December 31, 1988 may not be distributed to you unless you have:
    
     a.   attained age 59 1/2
     b.   terminated employment
     c.   died, or
     d.   become disabled.

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

Also, there may be a 10% penalty tax for distributions made because of financial
hardship or separation from service.
   
Also, please be aware that your 403(b) Plan may also offer other financial
alternatives other than the Hartford variable annuity.  Please refer to your
Plan.
    
Please complete the following and return to:
   
     ITT Hartford Life and Annuity Insurance Company
     Attn: Individual Annuity Operations
     P. O. Box 5085
     Hartford, CT  06102-5085
    
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -


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

<PAGE>

                                      -60-

To Obtain a Statement of Additional Information, please complete the form below
and mail to:
   
             ITT Hartford Life and Annuity Insurance Company
             Attn: Individual Annuity Operations
             P. O. Box 5085
             Hartford, CT  06102-5085
    
Please send a Statement of Additional Information for the Director to me at the
following address:


- ---------------------------------------------------
Name

- ---------------------------------------------------
Address

- ---------------------------------------------------
City/State                      Zip Code

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

<PAGE>


                                     PART B
                       STATEMENT OF ADDITIONAL INFORMATION


                 ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
                              SEPARATE ACCOUNT ONE


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

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



   
Date of Prospectus:  May 1, 1997

Date of Statement of Additional Information:  May 1, 1997
    

<PAGE>
                                      -1-

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

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

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

<PAGE>

                                       -2-

                                  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, 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 ("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 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 ("Hartford") is a stock life
insurance company engaged in the business of writing life insurance and
annuities, both individual and group, in all states of the United States and the
District of Columbia, except New York.  On January 1, 1998, Hartford's name will
change to Hartford Life and Annuity Insurance Company.
    

<PAGE>

                                       -3-
   
Hartford was originally incorporated under the laws of Wisconsin on January 9,
1956, and was subsequently redomiciled to Connecticut.  Its offices are located
in Simsbury, Connecticut; however, its mailing address is P.O. Box 2999,
Hartford, CT  06104-2999.  Hartford is a subsidiary of Hartford Fire Insurance
Company, one of the largest multiple lines insurance carriers in the United
States.  Hartford is ultimately owned by ITT Hartford Group, Inc., a Delaware
corporation.  Subject to shareholder approval on May 2, 1997, the name of ITT
Hartford Group, Inc. will change to The Hartford Financial Services Group, Inc.

Hartford is rated A+ (superior) by A.M. Best and Company, Inc., on the basis of
its financial soundness and operating performance.  Hartford is rated AA by
Standard & Poor's and AA+ by Duff and Phelps on the basis of its claims paying
ability.  These ratings do not apply to the investment performance of the Sub-
Accounts of the Separate Account.  The ratings apply to Hartford's ability to
meet its insurance obligations, including those described in this Prospectus.
    
                         INDEPENDENT PUBLIC ACCOUNTANTS
   
The audited financial statements included in this Statement of Additional
Information and elsewhere in the registration statement have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in giving said reports.  Reference is made to
said report on the statutory-basis financial statements of ITT Hartford Life &
Annuity Insurance Company which states the statutory-basis financial statements
are presented in accordance with statutory accounting practices prescribed or
permitted by the National Association of Insurance Commissioners and the State
of Connecticut Insurance Department, not presented in accordance with generally
accepted accounting principles.  Reference is made to said report on the
statutory-basis financial statements of ITT Hartford Life & Annuity Insurance
Company (the Depositor), which includes an explanatory paragraph with respect to
the change in valuation method in determining aggregate reserves for future
benefits in 1994, as discussed in Note 1 of Notes to Statutory Financial
Statements.  The principal business address of Arthur Andersen LLP is One
Financial Plaza, Hartford, Connecticut 06103.
    
                            DISTRIBUTION OF CONTRACTS
   
Hartford Securities Distribution Company, Inc. ("HSD") serves as Principal
Underwriter for the securities issued with respect to the Separate Account and
will offer the Contracts on a continuous basis.
    
HSD is a wholly-owned subsidiary of Hartford Life Insurance Company.  The
principal business address of HSD is the same as Hartford.

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

<PAGE>

                                       -4-

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").
   
    
                              SAFEKEEPING OF ASSETS
   
Title to the assets of the Separate Account is held by Hartford.  The assets are
kept physically segregated and are held separate and apart from Hartford's
general corporate assets.  Records ae maintained of all purchases and
redemptions of Fund shares held in each of the Sub-Accounts.
    
                         CALCULATION OF YIELD AND RETURN
   
YIELD OF THE HVA MONEY MARKET FUND.  As summarized in the Prospectus under the
heading "Performance Related Information," the yield of the Money Market Fund
Sub-Account for a seven day period (the "base period") will be computed by
determining the "net change in value" (calculated as set forth below) of a
hypothetical account having a balance of one share at the beginning of the
period, dividing the net change in account value by the value of the account at
the beginning of the base period to obtain the base period return, and
multiplying the base period return by 365/7 with the resulting yield figure
carried to the nearest hundredth of one percent.  Net changes in value of a
hypothetical account will include net investment income of the account (accrued
daily dividends as declared by the underlying funds, less daily expense charges
of the account) for the period, but will not include realized gains or losses or
unrealized appreciation or depreciation on the underlying fund shares.

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

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

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.
    

<PAGE>

                                       -5-

The yield reflects recurring charges on the Separate Account level, including
the annual policy fee.
   
    
At any time in the future, yields and total return may be higher or lower than
past yields and there can be no assurance that any historical results will
continue.

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

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

                             PERFORMANCE COMPARISONS

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

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

<PAGE>

                                       -6-


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>
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
   
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
    
 
   
To the Board of Directors of
ITT Hartford Life and Annuity Insurance Company:
    
 
   
We have audited the accompanying statutory-basis balance sheets of ITT Hartford
Life and Annuity Insurance Company (a Connecticut Corporation and wholly owned
subsidiary of Hartford Life Insurance Company) (the Company) as of December 31,
1996 and 1995, and the related statutory-basis statements of income, changes in
capital and surplus, and cash flows for each of the three years in the period
ended December 31, 1996. 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-basis
financial statements. When statutory-basis 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-basis financial statements referred to above do not present fairly, in
accordance with generally accepted accounting principles, the financial position
of the Company as of December 31, 1996 and 1995, and the results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1996.
    
 
   
However, in our opinion, the statutory-basis financial statements referred to
above present fairly, in all material respects, the financial position of the
Company as of December 31, 1996 and 1995, and the results of its operations and
its cash flows for each of the three years in the period ended December 31, 1996
in conformity with statutory accounting practices as described in Note 1.
    
 
   
As discussed in Note 1 of notes to statutory financial statements, during 1994,
the Company changed its valuation method in determining aggregate reserves for
future benefits.
    
 
   
                                         ARTHUR ANDERSEN LLP
    
 
   
Hartford, Connecticut
February 10, 1997
    
<PAGE>
                                 ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
   
- --------------------------------------------------------------------------------
    
                      STATUTORY BASIS STATEMENTS OF INCOME
 
   
<TABLE>
<CAPTION>
                                                   FOR THE YEARS ENDED
                                                       DECEMBER 31,
                                            ----------------------------------
                                               1996        1995        1994
                                            ----------  ----------  ----------
                                                          ($000)
 <S>                                        <C>         <C>         <C>
 Revenues
   Premiums and Annuity Considerations....  $  250,244  $  165,792  $  442,173
   Annuity and Other Fund Deposits........   1,897,347   1,087,661     608,685
   Net Investment Income..................      98,441      78,787      29,012
   Commissions and Expense Allowances on
    Reinsurance Ceded.....................     370,637     183,380     154,527
   Reserve Adjustment on Reinsurance
    Ceded.................................   3,864,395   1,879,785   1,266,926
   Other Revenues.........................     161,906     140,796      41,857
                                            ----------  ----------  ----------
     Total Revenues.......................   6,642,970   3,536,201   2,543,180
                                            ----------  ----------  ----------
 Benefits and Expenses
   Death and Annuity Benefits.............      60,111      53,029       7,948
   Surrenders and Other Benefit
    Payments..............................     276,720     221,392     181,749
   Commissions and Other Expenses.........     491,720     236,202     186,303
   Increase in Reserves for Future
    Benefits..............................      27,351      94,253     416,748
   Increase in Liability for Premium and
    Other Deposit Funds...................     207,156     460,124     182,934
   Net Transfers to Separate Accounts.....   5,492,964   2,414,669   1,541,419
                                            ----------  ----------  ----------
     Total Benefits and Expenses..........   6,556,022   3,479,669   2,517,101
                                            ----------  ----------  ----------
 Net Gain from Operations Before Federal
  Income Tax Expense......................      86,948      56,532      26,079
   Federal Income Tax Expense.............      19,360      14,048      24,038
                                            ----------  ----------  ----------
 Net Gain from Operations.................      67,588      42,484       2,041
   Net Realized Capital Gains (Losses)....         407         374          (2)
                                            ----------  ----------  ----------
 Net Income...............................  $   67,995  $   42,858  $    2,039
                                            ----------  ----------  ----------
                                            ----------  ----------  ----------
</TABLE>
    
 
   
   The accompanying notes are an integral part of these financial statements.
    
<PAGE>
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
   
- --------------------------------------------------------------------------------
    
                         STATUTORY BASIS BALANCE SHEETS
 
   
<TABLE>
<CAPTION>
                                                       AS OF DECEMBER 31,
                                                     -----------------------
                                                        1996         1995
                                                     -----------  ----------
 <S>                                                 <C>          <C>
                                                             ($000)
 Assets
   Bonds...........................................  $ 1,268,480  $1,226,489
   Common Stocks...................................       44,996      39,776
   Policy Loans....................................       28,853      22,521
   Cash and Short-Term Investments.................      176,830     173,304
   Other Invested Assets...........................        2,858      13,432
                                                     -----------  ----------
     Total Cash and Invested Assets................    1,522,017   1,475,522
                                                     -----------  ----------
   Investment Income Due and Accrued...............       14,555      18,021
   Premium Balances Receivable.....................          373         402
   Receivables from Affiliates.....................          257       8,182
   Other Assets....................................       19,099      25,907
   Separate Account Assets.........................   14,619,324   7,324,910
                                                     -----------  ----------
     Total Assets..................................  $16,175,625  $8,852,944
                                                     -----------  ----------
                                                     -----------  ----------
 Liabilities
   Aggregate Reserves for Future Benefits..........  $   571,970  $  542,082
   Policy and Contract Claims......................        6,806       8,223
   Liability for Premium and Other Deposit Funds...    1,155,143     948,361
   Asset Valuation Reserve.........................        7,442       8,010
   Payable to Affiliates...........................       10,022       3,682
   Other Liabilities...............................     (498,195)   (220,658)
   Separate Account Liabilities....................   14,619,324   7,324,910
                                                     -----------  ----------
     Total Liabilities.............................   15,872,512   8,614,610
                                                     -----------  ----------
 Capital and Surplus
   Common Stock....................................        2,500       2,500
   Gross Paid-In and Contributed Surplus...........      226,043     226,043
   Unassigned Funds................................       74,570       9,791
                                                     -----------  ----------
     Total Capital and Surplus.....................      303,113     238,334
                                                     -----------  ----------
   Total Liabilities and Capital and Surplus.......  $16,175,625  $8,852,944
                                                     -----------  ----------
                                                     -----------  ----------
</TABLE>
    
 
   
   The accompanying notes are an integral part of these financial statements.
    
<PAGE>
                                 ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
   
- --------------------------------------------------------------------------------
    
          STATUTORY BASIS STATEMENTS OF CHANGES IN CAPITAL AND SURPLUS
 
   
<TABLE>
<CAPTION>
                                             FOR THE YEARS ENDED DECEMBER 31,
                                            ----------------------------------
                                              1996         1995         1994
                                            ---------    ---------    --------
 <S>                                        <C>          <C>          <C>
                                                          ($000)
 Capital and Surplus -- Beginning of
  Year...................................   $ 238,334    $  91,285    $ 88,693
                                            ---------    ---------    --------
   Net Income............................      67,995       42,858       2,039
   Change in Net Unrealized Capital
    (Losses) Gains on Common Stocks......      (5,171)       1,709        (133)
   Change in Asset Valuation Reserve.....         568       (5,588)     (1,356)
   Change in Non-Admitted Assets.........       1,387       (1,944)     (8,599)
   Change in Reserve (Valuation Basis)...          --           --      10,659
   Aggregate Write-ins for Surplus.......          --        8,080         (18)
   Dividends to Shareholder..............          --      (10,000)         --
   Paid-In Surplus.......................          --      111,934          --
                                            ---------    ---------    --------
     Change in Capital and Surplus.......      64,779      147,049       2,592
                                            ---------    ---------    --------
 Capital and Surplus -- End of Year......   $ 303,113    $ 238,334    $ 91,285
                                            ---------    ---------    --------
                                            ---------    ---------    --------
</TABLE>
    
 
   
   The accompanying notes are an integral part of these financial statements.
    
<PAGE>
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
   
- --------------------------------------------------------------------------------
    
                    STATUTORY BASIS STATEMENTS OF CASH FLOWS
 
   
<TABLE>
<CAPTION>
                                                FOR THE YEARS ENDED DECEMBER 31,
                                            -----------------------------------------
                                               1996           1995           1994
                                            -----------    -----------    -----------
 <S>                                        <C>            <C>            <C>
                                                             ($000)
 Operations
   Premiums, Annuity Considerations and
    Other Fund Deposits..................   $ 2,147,627    $ 1,253,511    $ 1,050,493
   Net Investment Income.................       106,178         78,328         24,519
   Other Revenues........................     4,396,892      2,253,466      1,515,700
                                            -----------    -----------    -----------
     Total Revenues......................     6,650,697      3,585,305      2,590,712
                                            -----------    -----------    -----------
   Benefits Paid.........................       338,998        277,965        181,205
   Federal Income Taxes Paid on
    Operations...........................        28,857        208,423         20,634
   Other Expenses........................     6,254,139      2,664,385      1,832,905
                                            -----------    -----------    -----------
     Total Benefits and Expenses.........     6,621,994      3,150,773      2,034,744
                                            -----------    -----------    -----------
     Net Cash from Operations............        28,703        434,532        555,968
                                            -----------    -----------    -----------
 Proceeds from Investments
   Bonds.................................       871,019        287,941         87,747
   Common Stocks.........................        72,100             52             --
   Other.................................            10             28             40
                                            -----------    -----------    -----------
     Total Investment Proceeds...........       943,129        288,021         87,787
                                            -----------    -----------    -----------
 Taxes (Paid) Received on Capital (Gains)
  Losses.................................          (936)          (226)            96
 Paid-In Surplus.........................            --        111,934             --
 Other Cash Provided.....................        41,998         28,199         30,554
                                            -----------    -----------    -----------
     Total Proceeds......................     1,012,894        862,460        674,405
                                            -----------    -----------    -----------
 Cost of Investments Acquired
   Bonds.................................       914,523        720,521        595,181
   Common Stocks.........................        82,495         35,794            808
   Miscellaneous Applications............           130          2,146          2,523
                                            -----------    -----------    -----------
     Total Investments Acquired..........       997,148        758,461        598,512
                                            -----------    -----------    -----------
 Other Cash Applied
   Dividends Paid to Shareholders........            --         10,000             --
   Other.................................        12,220          5,007         24,813
                                            -----------    -----------    -----------
     Total Other Cash Applied............        12,220         15,007         24,813
                                            -----------    -----------    -----------
       Total Applications................     1,009,368        773,468        623,325
                                            -----------    -----------    -----------
 Net Change in Cash and Short-Term
  Investments............................         3,526         88,992         51,080
 Cash and Short-Term Investments,
  Beginning of Year......................       173,304         84,312         33,232
                                            -----------    -----------    -----------
 Cash and Short-Term Investments, End of
  Year...................................   $   176,830    $   173,304    $    84,312
                                            -----------    -----------    -----------
                                            -----------    -----------    -----------
</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, 1996
                 (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
Hartford Life, Inc. ("Hartford Life"), which is ultimately owned by ITT Hartford
Group, Inc. ("The Hartford"), formerly a wholly owned subsidiary of ITT
Corporation ("ITT"). On February 10, 1997, The Hartford announced its plans to
sell up to 20% of Hartford Life to the public. On December 19, 1995, ITT
Corporation distributed all the outstanding shares of The Hartford to ITT
shareholders of record in an action known herein as the "Distribution". As a
result of the Distribution, The Hartford became an independent, publicly traded
company. During 1996, ILA re-domesticated from the State of Wisconsin to the
State of Connecticut.
    
 
   
    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 State of
Connecticut Department of Insurance.
    
 
   
    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 liabilities 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;
    
 
   
    (5) excluding certain GAAP assets designated as non-admitted assets (e.g.,
    past due agents' 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 option basis, using a twenty year phase-in approach,
    whereas GAAP liabilities are required to be recorded;
    
 
   
    (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
    
<PAGE>
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
   
    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, whereas 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, those investments were
    reflected at fair value with the corresponding impact included as a
    component of Stockholder's Equity designated as "Net unrealized capital
    (loss)/ gain on investments, net of tax". For statutory reporting purposes,
    Net Unrealized Capital Losses (Gains) on Common Stocks represent unrealized
    losses (gains) on common stock reported at fair value; and
    
 
   
    (10) separate account liabilities 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 and for the years ended December 31, 1996, 1995 and 1994, the
significant differences between statutory and GAAP basis net income and capital
and surplus for the Company are summarized as follows:
    
 
   
<TABLE>
<CAPTION>
                                    1996         1995         1994
                                 -----------  -----------  -----------
<S>                              <C>          <C>          <C>
GAAP Net Income................  $    41,202  $    38,821  $    23,295
Amortization and deferral of
 policy acquisition costs......     (341,572)    (174,341)    (117,863)
Change in unearned revenue
 reserve.......................       55,504       32,300       24,494
Deferred taxes.................        2,090        2,801       (9,267)
Separate accounts..............      306,978      146,635       75,941
Other, net.....................        3,793       (3,358)       5,439
                                 -----------  -----------  -----------
Statutory Net Income...........  $    67,995  $    42,858  $     2,039
                                 -----------  -----------  -----------
                                 -----------  -----------  -----------
</TABLE>
    
 
   
<TABLE>
<CAPTION>
                                    1996         1995         1994
                                 -----------  -----------  -----------
<S>                              <C>          <C>          <C>
GAAP Capital and Surplus.......  $   503,887  $   455,541  $   199,785
Deferred policy acquisition
 costs.........................     (938,114)    (596,542)    (422,201)
Unearned revenue reserve.......      130,148       74,644       42,344
Deferred taxes.................       12,823        1,493       13,257
Separate accounts..............      640,101      333,123      186,488
Asset valuation reserve........       (7,442)      (8,010)      (2,422)
Unrealized gain (loss) on
 bonds.........................        5,112       (1,696)      21,918
Adjustment relating to Lyndon
 contribution (see Note 3).....      (41,277)     (41,277)          --
Other, net.....................       (2,125)      21,058       52,116
                                 -----------  -----------  -----------
Statutory Capital and
 Surplus.......................  $   303,113  $   238,334  $    91,285
                                 -----------  -----------  -----------
                                 -----------  -----------  -----------
</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 actuarial standards. Reserves for life
insurance policies are generally based on the 1958 and 1980 Commissioner's
Standard Ordinary Mortality Tables and various valuation rates ranging from 2.5%
to 5%. Accumulation and on-benefit annuity reserves are based principally on
individual annuity tables at various rates ranging from 2.5% to 8.75% and using
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 Basis 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 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.
    
<PAGE>
                                 ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
   
    Changes in net unrealized capital (losses)/gains on common stocks are
reported as (reductions)/additions of surplus. The Asset Valuation Reserve
("AVR") is designed to provide a standardized reserving process for realized and
unrealized losses due to default and equity risks associated with invested
assets. The reserve decreased by $568 in 1996 and increased by $5,588 and $1,356
in 1995 and 1994, 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 Basis Statements of Income. Realized investment gains and
losses are determined on a specific identification basis. The amount of net
capital gains reclassified from the IMR was $1,413 and $39 in 1996 and 1995,
respectively, and the amount of net capital losses was $67 in 1994. The amount
of income amortized was $392, $256 and $114 in 1996, 1995 and 1994,
respectively.
    
 
   
OTHER LIABILITIES
    
 
   
    The amount reflected in other liabilities includes a receivable from the
separate accounts of $640 million and $333 million as of December 31, 1996 and
1995, respectively. The balances are classified in accordance with NAIC
accounting practices.
    
 
   
- ---------------------------------------------------
    
 2. INVESTMENTS
   
(A) COMPONENTS OF NET INVESTMENT INCOME
    
 
   
<TABLE>
<CAPTION>
                              1996       1995       1994
                            ---------  ---------  ---------
<S>                         <C>        <C>        <C>
Interest income from
 bonds....................  $  89,940  $  76,100  $  28,335
Interest income from
 policy loans.............      1,846      1,504        454
Interest and dividends
 from other investments...      7,864      2,288      1,069
                            ---------  ---------  ---------
Gross investment income...     99,650     79,892     29,858
Less: investment
 expenses.................      1,209      1,105        846
                            ---------  ---------  ---------
Net investment income.....  $  98,441  $  78,787  $  29,012
                            ---------  ---------  ---------
                            ---------  ---------  ---------
</TABLE>
    
 
   
(B) COMPONENTS OF NET UNREALIZED CAPITAL (LOSSES) GAINS ON COMMON STOCKS
    
 
   
<TABLE>
<CAPTION>
                                  1996       1995       1994
                                ---------  ---------  ---------
<S>                             <C>        <C>        <C>
Gross unrealized capital gains
 at end of year...............  $     713  $   1,724  $      75
Gross unrealized capital
 losses at end of year........     (4,160)        --        (60)
                                ---------  ---------  ---------
Net unrealized capital
 (losses) gains...............     (3,447)     1,724         15
Balance at beginning of
 year.........................      1,724         15        148
                                ---------  ---------  ---------
Change in net unrealized
 capital (losses) gains on
 common stocks................  $  (5,171) $   1,709  $    (133)
                                ---------  ---------  ---------
                                ---------  ---------  ---------
</TABLE>
    
 
   
(C) COMPONENTS OF NET UNREALIZED CAPITAL (LOSSES) GAINS ON BONDS AND SHORT-TERM
    INVESTMENTS
    
 
   
<TABLE>
<CAPTION>
                            1996        1995        1994
                         ----------  ----------  ----------
<S>                      <C>         <C>         <C>
Gross unrealized
 capital gains at end
 of year...............  $   11,821  $   22,251  $      986
Gross unrealized
 capital losses at end
 of year...............      (3,842)     (1,374)    (34,718)
                         ----------  ----------  ----------
Net unrealized capital
 gains (losses) after
 tax...................       7,979      20,877     (33,732)
Balance at beginning of
 year..................      20,877     (33,732)      5,232
                         ----------  ----------  ----------
Change in net
 unrealized capital
 (losses) gains on
 bonds and short-term
 investments...........  $  (12,898) $   54,609  $  (38,964)
                         ----------  ----------  ----------
                         ----------  ----------  ----------
</TABLE>
    
 
   
(D) COMPONENTS OF NET REALIZED CAPITAL GAINS (LOSSES)
    
 
   
<TABLE>
<CAPTION>
                                    1996       1995       1994
                                  ---------  ---------  ---------
<S>                               <C>        <C>        <C>
Bonds and short-term
 investments....................  $   2,756  $     156  $    (101)
Common stocks...................          0         52          0
Real estate and other...........          0          0         34
                                  ---------  ---------  ---------
Realized capital gains
 (losses).......................      2,756        208        (67)
Capital gains taxes (benefit)...        936       (205)         2
                                  ---------  ---------  ---------
Net realized capital gains
 (losses) after tax.............      1,820        413        (69)
Less: IMR capital gains
 (losses).......................      1,413         39        (67)
                                  ---------  ---------  ---------
Net realized capital gains
 (losses).......................  $     407  $     374  $      (2)
                                  ---------  ---------  ---------
                                  ---------  ---------  ---------
</TABLE>
    
 
<PAGE>
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
   
(E) OFF-BALANCE SHEET INVESTMENTS
    
 
   
    The Company had no significant financial instruments with off-balance sheet
risk as of December 31, 1996 and 1995.
    
 
   
(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>
                                                                                       AS OF DECEMBER 31, 1996
                                                                           ------------------------------------------------
                                                                                           GROSS UNREALIZED
                                                                            AMORTIZED    --------------------      FAIR
                                                                               COST        GAINS     LOSSES       VALUE
                                                                           ------------  ---------  ---------  ------------
<S>                                                                        <C>           <C>        <C>        <C>
U.S. government and government agencies and authorities:
  (Guaranteed and sponsored).............................................  $     58,761  $       6  $    (195) $     58,572
  (Guaranteed and sponsored) -- asset-backed.............................        78,237      1,477       (609)       79,105
States, municipalities and political subdivisions........................        25,958        163         (2)       26,119
International governments................................................         7,447        205         --         7,652
Public utilities.........................................................        70,116        396       (424)       70,088
All other corporate......................................................       410,530      6,357     (1,355)      415,532
All other corporate -- asset-backed......................................       485,953      2,654     (1,081)      487,526
Short-term investments...................................................       148,094         --        (66)      148,028
Certificates of deposit..................................................        83,378        563       (110)       83,831
Parents, subsidiaries and affiliates.....................................        48,100         --         --        48,100
                                                                           ------------  ---------  ---------  ------------
  Total bonds and short-term investments.................................  $  1,416,574  $  11,821  $  (3,842) $  1,424,553
                                                                           ------------  ---------  ---------  ------------
                                                                           ------------  ---------  ---------  ------------
Common stock -- unaffiliated.............................................  $     13,064  $     713  $       0  $     13,777
Common stock -- affiliated...............................................        35,379          0      4,160        31,219
                                                                           ------------  ---------  ---------  ------------
Total common stocks......................................................  $     48,443  $     713  $   4,160  $     44,996
                                                                           ------------  ---------  ---------  ------------
                                                                           ------------  ---------  ---------  ------------
</TABLE>
    
 
   
<TABLE>
<CAPTION>
                                                                                       AS OF DECEMBER 31, 1995
                                                                         ----------------------------------------------------
                                                                                           GROSS UNREALIZED
                                                                          AMORTIZED    ------------------------      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           --          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           --        139,029
Certificates of deposit................................................        91,373       1,458          (11)        92,820
                                                                         ------------  -----------  -----------  ------------
  Total bonds and short-term investments...............................  $  1,365,500   $  22,251    $  (1,374)  $  1,386,377
                                                                         ------------  -----------  -----------  ------------
                                                                         ------------  -----------  -----------  ------------
Common stock -- unaffiliated...........................................  $      2,668   $     555    $      --   $      3,223
Common stock -- affiliated.............................................        35,384       1,169           --         36,553
                                                                         ------------  -----------  -----------  ------------
  Total common stocks..................................................  $     38,052   $   1,724    $      --   $     39,776
                                                                         ------------  -----------  -----------  ------------
                                                                         ------------  -----------  -----------  ------------
</TABLE>
    
 
   
    The amortized cost and estimated market value of bonds and short-term
investments at December 31, 1996 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
    
<PAGE>
                                 ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
   
over the remaining life of the securities. Expected maturities differ from
contractual maturities reflecting borrowers' rights to call or prepay their
obligations.
    
 
   
<TABLE>
<CAPTION>
                                               ESTIMATED
                                 AMORTIZED        FAIR
           MATURITY                 COST         VALUE
- ------------------------------  ------------  ------------
<S>                             <C>           <C>
Due in one year or less.......  $    478,095  $    478,852
Due after one year through
 five years...................       622,805       623,105
Due after five years through
 ten years....................       259,479       265,681
Due after ten years...........        56,195        56,915
                                ------------  ------------
  Total.......................  $  1,416,574  $  1,424,553
</TABLE>
    
 
   
    Proceeds from sales of investments in bonds and short-term investments
during 1996, 1995 and 1994 were $668,078, $313,961 and $117,912, respectively,
resulting in gross realized gains of $3,675, $1,419 and $518, respectively, and
gross realized losses of $919, $1,263 and $619, 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
   BALANCE SHEET ITEMS (IN MILLIONS):
    
 
   
<TABLE>
<CAPTION>
                                  1996                    1995
                         ----------------------  ----------------------
                          CARRYING      FAIR      CARRYING      FAIR
                           AMOUNT       VALUE      AMOUNT       VALUE
                         -----------  ---------  -----------  ---------
<S>                      <C>          <C>        <C>          <C>
Assets
  Bonds and short-term
   investments.........   $   1,417   $   1,425   $   1,366   $   1,386
  Common stocks........          45          45          40          40
  Policy loans.........          29          29          23          23
  Other invested
   assets..............           3           3          13          13
Liabilities
  Liabilities on
   investment
   contracts...........   $   1,245   $   1,191   $   1,031   $     981
</TABLE>
    
 
   
    The carrying amounts for policy loans approximates fair value. The
liabilities are determined by forecasting future cash flows and discounting the
forecasted cash flows at current market rates.
    
 
   
- ---------------------------------------------------
    
 3. RELATED PARTY TRANSACTIONS
 
   
    Transactions between the Company and its affiliates within The 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 bonds and short-
term investments, common stocks 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 million were recorded as an increase to
paid-in surplus.
    
 
   
    For additional information, see Note 5.
    
 
   
- ---------------------------------------------------
    
 4. FEDERAL INCOME TAXES
 
   
    The Company and The Hartford have entered into a tax sharing agreement under
which each member in the consolidated U.S. Federal income tax return will make
payments between them such that, with respect to any period, the amount of taxes
to be paid by the Company, subject to certain adjustments, generally will be
determined as though the Company were to file separate federal, state and local
income tax returns.
    
 
   
    As long as The Hartford continues to beneficially own, directly or
indirectly, at least 80% of the combined voting power and 80% of the value of
the outstanding capital stock of Hartford Life, the Company will be included for
Federal income tax purposes in the consolidated group of which The Hartford is
the common parent. It is the current intention of The Hartford and its
subsidiaries to continue to file a single consolidated Federal income tax
return. The Company will continue to remit (receive from) The Hartford a current
income tax provision (benefit) computed in accordance with such tax sharing
agreement. Federal income taxes paid by the Company were $29,792, $215,921 and
$20,538 in 1996, 1995 and 1994, respectively. The effective tax rate was 22%,
25% and 92% in 1996, 1995 and 1994, respectively. The following schedule
provides a reconciliation of the tax provision at the U.S. Federal Statutory
rate to Federal income tax expense (in millions).
    
 
   
<TABLE>
<CAPTION>
                                                     1996       1995        1994
                                                   ---------  ---------     -----
<S>                                                <C>        <C>        <C>
Tax provision at U.S. Federal statutory rate.....  $      30  $      20   $       9
Tax deferred acquisition costs...................         27          8           8
Statutory to tax reserve differences.............         --          3           5
Unrealized (gain)/loss on separate accounts......        (21)       (13)          2
Investments and other............................        (17)        (4)         --
                                                   ---------  ---------         ---
Federal income tax expense.......................  $      19  $      14   $      24
                                                   ---------  ---------         ---
                                                   ---------  ---------         ---
</TABLE>
    
 
   
- ---------------------------------------------------
    
 5. CAPITAL AND SURPLUS AND SHAREHOLDER
   DIVIDEND RESTRICTIONS
 
   
    The maximum amount of dividends which can be paid, without prior approval,
by State of Connecticut insurance companies to shareholders is subject to
restrictions relating to statutory surplus. Dividends are paid as determined by
the Board of Directors and are not cumulative. No dividends were paid in 1996 or
1994. ILA paid dividends of $10 million to its parent, HLIC, in 1995. As a
result of the Distribution by ITT, the assets of ITT Lyndon Insurance
    
<PAGE>
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
   
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 surplus.
    
 
   
- ---------------------------------------------------
    
 6. PENSION PLANS AND OTHER POST-RETIREMENT
   AND POST-EMPLOYMENT BENEFITS
 
   
    The Company's employees are included in The 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
$358, $1,034, and $1,211 in 1996, 1995 and 1994, respectively. Liabilities for
the plan are held by The Hartford.
    
 
   
    The Company also participates in The 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 The Hartford. The cost to ILA was not
material in 1996, 1995 and 1994.
    
 
   
    The Company's employees are included in The Hartford'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
The Hartford 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 9.3% for 1996, 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
1996, 1995 and 1994.
    
 
   
    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 1996, 1995 and 1994.
    
 
   
- ---------------------------------------------------
    
 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:
    
 
   
<TABLE>
<CAPTION>
                                       1996        1995        1994
                                    ----------  ----------  ----------
<S>                                 <C>         <C>         <C>
Direct premiums...................  $  226,612  $  159,918  $  133,180
Premiums assumed..................      33,817      13,299         960
Premiums ceded....................     (10,185)     (7,425)    308,033
                                    ----------  ----------  ----------
Premiums and annuity
 considerations...................  $  250,244  $  165,792  $  442,173
                                    ----------  ----------  ----------
                                    ----------  ----------  ----------
</TABLE>
    
 
   
    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, in
December 1994, 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 1994.
    
 
   
    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 1994.
    
 
   
    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 1994.
    
 
   
    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.
    
<PAGE>
                                 ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
   
- ---------------------------------------------------
    
 8. SEPARATE ACCOUNTS
 
   
    The Company maintains separate account assets and liabilities totaling $14.6
billion and $7.3 billion at December 31, 1996 and 1995, respectively. Separate
account assets are reported at fair value and separate account liabilities are
determined in accordance with 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 $144 million, $72
million and $42 million in 1996, 1995 and 1994, respectively, and are recorded
as a component of other revenues on the Statutory Basis Statements of Income.
    
 
   
- ---------------------------------------------------
    
 9. COMMITMENTS AND CONTINGENCIES
 
   
    As of December 31, 1996 and 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 normal course 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 $1,262, $1,684 and $583 in 1996, 1995 and 1994,
respectively. ILA incurred guaranteed fund expense of $548, $0 and $0 in 1996,
1995 and 1994, respectively.
    
<PAGE>
                                                 HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
   
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
    
 
   
To ITT Hartford Life and Annuity Insurance Company
Separate Account One and to the
Owners of Units of Interest Therein:
    
 
   
We have audited the accompanying statement of assets and liabilities of ITT
Hartford Life and Annuity Insurance Company Separate Account One (the Account)
as of December 31, 1996, 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 and Annuity
Insurance Company Separate Account One as of December 31, 1996, 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.
    
 
   
                                         ARTHUR ANDERSEN LLP
    
   
Hartford, Connecticut
February 14, 1997
    
<PAGE>
HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
   
- --------------------------------------------------------------------------------
    
 Separate Account One
 
   
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1996
    
 
   
<TABLE>
<CAPTION>
                                                            MONEY
                            BOND FUND      STOCK FUND    MARKET FUND   ADVISERS FUND
                           SUB-ACCOUNT    SUB-ACCOUNT    SUB-ACCOUNT    SUB-ACCOUNT
                           ------------  -------------- -------------  --------------
<S>                        <C>           <C>            <C>            <C>
ASSETS:
Investments:
  Hartford Bond Fund,
   Inc.
    Shares                           146,680,858
    Cost                          $ 148,239,686
    Market Value.........  $146,562,046        --            --              --
  Hartford Stock Fund,
   Inc.
    Shares                           271,887,690
    Cost                          $ 913,615,438
    Market Value.........       --       $1,126,351,852      --              --
  HVA Money Market Fund,
   Inc.
    Shares                           175,190,619
    Cost                          $ 175,190,619
    Market Value.........       --             --       $ 175,190,619        --
  Hartford Advisers Fund,
   Inc.
    Shares                         1,051,147,592
    Cost                          $1,923,124,930
    Market Value.........       --             --            --        $2,280,496,234
  Hartford Capital
   Appreciation Fund,
   Inc.
    Shares                           362,247,751
    Cost                          $1,189,356,294
    Market Value.........       --             --            --              --
  Hartford Mortgage
   Securities Fund, Inc.
    Shares                            70,696,564
    Cost                          $  75,908,313
    Market Value.........       --             --            --              --
  Hartford Index Fund,
   Inc.
    Shares                            92,073,741
    Cost                          $ 183,476,281
    Market Value.........       --             --            --              --
  Hartford International
   Opportunities Fund,
   Inc.
    Shares                           344,709,798
    Cost                          $ 426,801,178
    Market Value.........       --             --            --              --
  Hartford Dividend and
   Growth Fund, Inc.
    Shares                           321,883,841
    Cost                          $ 426,809,084
    Market Value.........       --             --            --              --
  Hartford International
   Advisers Fund, Inc.
    Shares                            61,562,041
    Cost                          $  70,125,043
    Market Value.........       --             --            --              --
  Hartford Small Company
   Fund, Inc.
    Shares                            24,332,525
    Cost                          $  25,804,555
    Market Value.........       --             --            --              --
  Due from ITT Hartford
   Life and Annuity
   Insurance Company.....       231,542       1,132,655     2,178,434       1,927,732
  Receivable from fund
   shares sold...........       --             --            --              --
                           ------------  -------------- -------------  --------------
  Total Assets...........   146,793,588   1,127,484,507   177,369,053   2,282,423,966
                           ------------  -------------- -------------  --------------
LIABILITIES:
  Due to ITT Hartford
   Life and Annuity
   Insurance Company.....       --             --            --              --
  Payable for fund shares
   purchased.............       231,377       1,133,406     2,179,631       1,928,798
                           ------------  -------------- -------------  --------------
  Total Liabilities......       231,377       1,133,406     2,179,631       1,928,798
                           ------------  -------------- -------------  --------------
  Net Assets (variable
   annuity contract
   liabilities)..........  $146,562,211  $1,126,351,101 $ 175,189,422  $2,280,495,168
                           ------------  -------------- -------------  --------------
                           ------------  -------------- -------------  --------------
DEFERRED ANNUITY
  CONTRACTS IN THE
  ACCUMULATION PERIOD:
INDIVIDUAL SUB-ACCOUNTS:
  Units Owned by
   Participants..........    76,247,196     317,415,842   110,350,169     784,325,850
  Unit Price.............  $   1.922173  $     3.546656 $    1.586516  $     2.905301
ANNUITY CONTRACTS IN THE
  ANNUITY PERIOD:
INDIVIDUAL SUB-ACCOUNTS:
  Units Owned by
   Participants..........           993         165,311        73,818         616,973
  Unit Price.............  $   1.922173  $     3.546656 $    1.586516  $     2.905301
</TABLE>
    
 
   The accompanying notes are an integral part of these financial statements.
<PAGE>
HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
   
<TABLE>
<CAPTION>
                               CAPITAL          MORTGAGE                       INTERNATIONAL     DIVIDEND AND   INTERNATIONAL
                          APPRECIATION FUND  SECURITIES FUND   INDEX FUND    OPPORTUNITIES FUND   GROWTH FUND   ADVISERS FUND
                             SUB-ACCOUNT       SUB-ACCOUNT     SUB-ACCOUNT      SUB-ACCOUNT       SUB-ACCOUNT    SUB-ACCOUNT
                          -----------------  ---------------  -------------  ------------------  -------------  -------------
<S>                       <C>                <C>              <C>            <C>                 <C>            <C>
ASSETS:
Investments:
  Hartford Bond Fund,
   Inc.
    Shares                           146,680,858
    Cost                          $ 148,239,686
    Market Value.........       --                --               --              --                 --             --
  Hartford Stock Fund,
   Inc.
    Shares                           271,887,690
    Cost                          $ 913,615,438
    Market Value.........       --                --               --              --                 --             --
  HVA Money Market Fund,
   Inc.
    Shares                           175,190,619
    Cost                          $ 175,190,619
    Market Value.........       --                --               --              --                 --             --
  Hartford Advisers Fund,
   Inc.
    Shares                         1,051,147,592
    Cost                          $1,923,124,930
    Market Value.........       --                --               --              --                 --             --
  Hartford Capital
   Appreciation Fund,
   Inc.
    Shares                           362,247,751
    Cost                          $1,189,356,294
    Market Value.........  $1,417,957,241         --               --              --                 --             --
  Hartford Mortgage
   Securities Fund, Inc.
    Shares                            70,696,564
    Cost                          $  75,908,313
    Market Value.........       --             $74,639,312         --              --                 --             --
  Hartford Index Fund,
   Inc.
    Shares                            92,073,741
    Cost                          $ 183,476,281
    Market Value.........       --                --          $ 219,298,474        --                 --             --
  Hartford International
   Opportunities Fund,
   Inc.
    Shares                           344,709,798
    Cost                          $ 426,801,178
    Market Value.........       --                --               --           $484,965,320          --             --
  Hartford Dividend and
   Growth Fund, Inc.
    Shares                           321,883,841
    Cost                          $ 426,809,084
    Market Value.........       --                --               --              --            $498,089,494        --
  Hartford International
   Advisers Fund, Inc.
    Shares                            61,562,041
    Cost                          $  70,125,043
    Market Value.........       --                --               --              --                 --         $71,817,046
  Hartford Small Company
   Fund, Inc.
    Shares                            24,332,525
    Cost                          $  25,804,555
    Market Value.........       --                --               --              --                 --             --
  Due from ITT Hartford
   Life and Annuity
   Insurance Company.....       1,472,703         --                 22,023           69,084          823,408        --
  Receivable from fund
   shares sold...........       --                 211,277         --              --                 --               8,352
                          -----------------  ---------------  -------------  ------------------  -------------  -------------
  Total Assets...........   1,419,429,944       74,850,589      219,320,497      485,034,404      498,912,902     71,825,398
                          -----------------  ---------------  -------------  ------------------  -------------  -------------
LIABILITIES:
  Due to ITT Hartford
   Life and Annuity
   Insurance Company.....       --                 211,658         --              --                 --               8,339
  Payable for fund shares
   purchased.............       1,352,793         --                 18,249           69,086          822,396        --
                          -----------------  ---------------  -------------  ------------------  -------------  -------------
  Total Liabilities......       1,352,793          211,658           18,249           69,086          822,396          8,339
                          -----------------  ---------------  -------------  ------------------  -------------  -------------
  Net Assets (variable
   annuity contract
   liabilities)..........  $1,418,077,151      $74,638,931    $ 219,302,248     $484,965,318     $498,090,506    $71,817,059
                          -----------------  ---------------  -------------  ------------------  -------------  -------------
                          -----------------  ---------------  -------------  ------------------  -------------  -------------
DEFERRED ANNUITY
  CONTRACTS IN THE
  ACCUMULATION PERIOD:
INDIVIDUAL SUB-ACCOUNTS:
  Units Owned by
   Participants..........     353,465,926       38,304,268       77,074,176      326,953,712      301,766,912     56,742,550
  Unit Price.............  $     4.010163      $  1.948580    $    2.845170     $   1.482397     $   1.650056    $  1.265665
ANNUITY CONTRACTS IN THE
  ANNUITY PERIOD:
INDIVIDUAL SUB-ACCOUNTS:
  Units Owned by
   Participants..........         154,899         --                  4,609          195,708           95,876        --
  Unit Price.............  $     4.010163      $  --          $    2.845170     $   1.482397     $   1.650056    $   --
 
<CAPTION>
                               SMALL
                           COMPANY FUND
                            SUB-ACCOUNT
                           -------------
<S>                       <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.........       --
  Hartford International
   Advisers Fund, Inc.
 
    Shares
 
    Cost
    Market Value.........       --
  Hartford Small Company
   Fund, Inc.
 
    Shares
 
    Cost
    Market Value.........   $26,015,363
  Due from ITT Hartford
   Life and Annuity
   Insurance Company.....       258,025
  Receivable from fund
   shares sold...........       --
                           -------------
  Total Assets...........    26,273,388
                           -------------
LIABILITIES:
  Due to ITT Hartford
   Life and Annuity
   Insurance Company.....       --
  Payable for fund shares
   purchased.............       257,859
                           -------------
  Total Liabilities......       257,859
                           -------------
  Net Assets (variable
   annuity contract
   liabilities)..........   $26,015,529
                           -------------
                           -------------
DEFERRED ANNUITY
  CONTRACTS IN THE
  ACCUMULATION PERIOD:
INDIVIDUAL SUB-ACCOUNTS:
  Units Owned by
   Participants..........    24,396,916
  Unit Price.............   $  1.066345
ANNUITY CONTRACTS IN THE
  ANNUITY PERIOD:
INDIVIDUAL SUB-ACCOUNTS:
  Units Owned by
   Participants..........       --
  Unit Price.............   $   --
</TABLE>
    
 
<PAGE>
HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
   
- --------------------------------------------------------------------------------
    
 SEPARATE ACCOUNT ONE
 
   
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
    
 
   
<TABLE>
<CAPTION>
                                                                MONEY
                             BOND FUND       STOCK FUND      MARKET FUND   ADVISERS FUND
                            SUB-ACCOUNT      SUB-ACCOUNT     SUB-ACCOUNT    SUB-ACCOUNT
                           --------------   -------------   -------------  -------------
<S>                        <C>              <C>             <C>            <C>
INVESTMENT INCOME:
  Dividends..............    $  7,667,536   $  12,967,705     $ 7,255,862  $  53,001,953
EXPENSES:
  Mortality and expense
   undertakings..........      (1,488,067)    (10,228,549)     (1,796,887)   (22,645,062)
                           --------------   -------------   -------------  -------------
    Net investment income
     (loss)..............       6,179,469       2,739,156       5,458,975     30,356,891
                           --------------   -------------   -------------  -------------
CAPITAL GAINS INCOME.....        --            23,889,792        --           32,217,082
                           --------------   -------------   -------------  -------------
NET REALIZED AND
  UNREALIZED GAIN (LOSS)
  ON INVESTMENTS:
  Net realized gain
   (loss) on security
   transactions..........         (12,579)        125,474        --                5,867
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................      (2,390,902)    143,331,264        --          201,866,663
                           --------------   -------------   -------------  -------------
    Net realized and
     unrealized gain
     (loss) on
     investments.........      (2,403,481)    143,456,738        --          201,872,530
                           --------------   -------------   -------------  -------------
  Net increase (decrease)
   in net assets
   resulting from
   operations............    $  3,775,988   $ 170,085,686     $ 5,458,975  $ 264,446,503
                           --------------   -------------   -------------  -------------
                           --------------   -------------   -------------  -------------
</TABLE>
    
 
   
* From inception, August 9, 1996, to December 31, 1996.
    
 
   The accompanying notes are an integral part of these financial statements.
<PAGE>
HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
   
<TABLE>
<CAPTION>
                               CAPITAL          MORTGAGE                           INTERNATIONAL        DIVIDEND AND
                          APPRECIATION FUND  SECURITIES FUND    INDEX FUND      OPPORTUNITIES FUND       GROWTH FUND
                             SUB-ACCOUNT       SUB-ACCOUNT      SUB-ACCOUNT         SUB-ACCOUNT          SUB-ACCOUNT
                          -----------------  ---------------  ---------------  ---------------------  -----------------
<S>                       <C>                <C>              <C>              <C>                    <C>
INVESTMENT INCOME:
  Dividends..............   $  7,386,029       $4,153,578       $   3,067,328       $ 7,701,529          $    7,499,405
EXPENSES:
  Mortality and expense
   undertakings..........    (13,299,773)        (807,142)         (1,842,489)       (4,929,997)             (3,769,755)
                          -----------------  ---------------  ---------------  ---------------------  -----------------
    Net investment income
     (loss)..............     (5,913,744)       3,346,436           1,224,839         2,771,532               3,729,650
                          -----------------  ---------------  ---------------  ---------------------  -----------------
CAPITAL GAINS INCOME.....     50,334,274          --                1,690,389         8,880,986               3,429,737
                          -----------------  ---------------  ---------------  ---------------------  -----------------
NET REALIZED AND
  UNREALIZED GAIN (LOSS)
  ON INVESTMENTS:
  Net realized gain
   (loss) on security
   transactions..........        (93,060)          11,668             238,066             7,755                  (2,773)
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................    142,164,193         (882,583)         25,487,376        31,201,375              53,771,055
                          -----------------  ---------------  ---------------  ---------------------  -----------------
    Net realized and
     unrealized gain
     (loss) on
     investments.........    142,071,133         (870,915)         25,725,442        31,209,130              53,768,282
                          -----------------  ---------------  ---------------  ---------------------  -----------------
  Net increase (decrease)
   in net assets
   resulting from
   operations............   $186,491,663       $2,475,521       $  28,640,670       $42,861,648          $   60,927,669
                          -----------------  ---------------  ---------------  ---------------------  -----------------
                          -----------------  ---------------  ---------------  ---------------------  -----------------
 
<CAPTION>
                            INTERNATIONAL      SMALL
                            ADVISERS FUND   COMPANY FUND
                             SUB-ACCOUNT    SUB-ACCOUNT*
                           ---------------  ------------
<S>                       <C>               <C>
INVESTMENT INCOME:
  Dividends..............    $2,027,740       $ 19,636
EXPENSES:
  Mortality and expense
   undertakings..........      (527,485)       (53,227)
                           ---------------  ------------
    Net investment income
     (loss)..............     1,500,255        (33,591)
                           ---------------  ------------
CAPITAL GAINS INCOME.....     1,446,895         --
                           ---------------  ------------
NET REALIZED AND
  UNREALIZED GAIN (LOSS)
  ON INVESTMENTS:
  Net realized gain
   (loss) on security
   transactions..........          (563)         1,014
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................     1,479,032        210,808
                           ---------------  ------------
    Net realized and
     unrealized gain
     (loss) on
     investments.........     1,478,469        211,822
                           ---------------  ------------
  Net increase (decrease)
   in net assets
   resulting from
   operations............    $4,425,619       $178,231
                           ---------------  ------------
                           ---------------  ------------
</TABLE>
    
<PAGE>
HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
   
- --------------------------------------------------------------------------------
    
 Separate Account One
 
   
STATEMENT OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1996
    
 
   
<TABLE>
<CAPTION>
                                                                MONEY
                            BOND FUND       STOCK FUND       MARKET FUND    ADVISERS FUND
                           SUB-ACCOUNT      SUB-ACCOUNT      SUB-ACCOUNT     SUB-ACCOUNT
                          -------------   ---------------   -------------  ---------------
<S>                       <C>             <C>               <C>            <C>
OPERATIONS:
  Net investment income
   (loss)................ $   6,179,469   $     2,739,156   $   5,458,975  $    30,356,891
  Capital gains income...      --              23,889,792        --             32,217,082
  Net realized gain
   (loss) on security
   transactions..........       (12,579)          125,474        --                  5,867
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................    (2,390,902)      143,331,264        --            201,866,663
                          -------------   ---------------   -------------  ---------------
  Net increase (decrease)
   in net assets
   resulting from
   operations............     3,775,988       170,085,686       5,458,975      264,446,503
                          -------------   ---------------   -------------  ---------------
UNIT TRANSACTIONS:
  Purchases..............    50,521,787       328,658,597     170,409,309      548,125,217
  Net transfers..........     6,860,514       111,488,442     (87,853,221)     158,897,610
  Surrenders.............    (5,504,050)      (23,567,485)    (14,470,700)     (70,519,197)
  Net annuity
   transactions..........         1,807           394,242           8,095          766,829
                          -------------   ---------------   -------------  ---------------
  Net increase (decrease)
   in net assets
   resulting from unit
   transactions..........    51,880,058       416,973,796      68,093,483      637,270,459
                          -------------   ---------------   -------------  ---------------
  Total increase
   (decrease) in net
   assets................    55,656,046       587,059,482      73,552,458      901,716,962
NET ASSETS:
  Beginning of period....    90,906,165       539,291,619     101,636,964    1,378,778,206
                          -------------   ---------------   -------------  ---------------
  End of period.......... $ 146,562,211   $ 1,126,351,101   $ 175,189,422  $ 2,280,495,168
                          -------------   ---------------   -------------  ---------------
                          -------------   ---------------   -------------  ---------------
 
STATEMENT OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1995
 
                                                                MONEY
                            BOND FUND       STOCK FUND       MARKET FUND    ADVISERS FUND
                           SUB-ACCOUNT      SUB-ACCOUNT      SUB-ACCOUNT     SUB-ACCOUNT
                          -------------   ---------------   -------------  ---------------
OPERATIONS:
  Net investment income
   (loss)................ $   3,623,445   $     3,565,344   $   2,459,135  $    24,292,959
  Capital gains income...      --              10,042,632        --             10,002,290
  Net realized gain
   (loss) on security
   transactions..........        (1,975)             (399)       --                 (7,267)
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................     6,900,317        83,219,709        --            206,272,399
                          -------------   ---------------   -------------  ---------------
  Net increase (decrease)
   in net assets
   resulting from
   operations............    10,521,787        96,827,286       2,459,135      240,560,381
                          -------------   ---------------   -------------  ---------------
UNIT TRANSACTIONS:
  Purchases..............    25,372,374       158,137,004      80,712,314      270,288,399
  Net transfers..........     4,295,703        52,451,790     (20,394,095)      82,728,374
  Surrenders.............    (3,251,644)      (10,089,748)     (6,391,220)     (40,365,223)
  Net annuity
   transactions..........      --                  21,071         103,096          437,471
                          -------------   ---------------   -------------  ---------------
  Net increase (decrease)
   in net assets
   resulting from unit
   transactions..........    26,416,433       200,520,117      54,030,095      313,089,021
                          -------------   ---------------   -------------  ---------------
  Total increase
   (decrease) in net
   assets................    36,938,220       297,347,403      56,489,230      553,649,402
NET ASSETS:
  Beginning of period....    53,967,945       241,944,216      45,147,734      825,128,804
                          -------------   ---------------   -------------  ---------------
  End of period.......... $  90,906,165   $   539,291,619   $ 101,636,964  $ 1,378,778,206
                          -------------   ---------------   -------------  ---------------
                          -------------   ---------------   -------------  ---------------
</TABLE>
    
 
   
 * From inception, August 9, 1996, to December 31, 1996.
    
   
** From inception, March 1, 1995, to December 31, 1995.
    
 
   The accompanying notes are an integral part of these financial statements.
<PAGE>
HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
   
<TABLE>
<CAPTION>
                               CAPITAL          MORTGAGE                       INTERNATIONAL     DIVIDEND AND   INTERNATIONAL
                          APPRECIATION FUND  SECURITIES FUND   INDEX FUND    OPPORTUNITIES FUND   GROWTH FUND   ADVISERS 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)................  $   (5,913,744)     $ 3,346,436    $   1,224,839     $  2,771,532     $  3,729,650    $ 1,500,255
  Capital gains income...      50,334,274         --              1,690,389        8,880,986        3,429,737      1,446,895
  Net realized gain
   (loss) on security
   transactions..........         (93,060)          11,668          238,066            7,755           (2,773)          (563)
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................     142,164,193         (882,583)      25,487,376       31,201,375       53,771,055      1,479,032
                          -----------------  ---------------  -------------  ------------------  -------------  -------------
  Net increase (decrease)
   in net assets
   resulting from
   operations............     186,491,663        2,475,521       28,640,670       42,861,648       60,927,669      4,425,619
                          -----------------  ---------------  -------------  ------------------  -------------  -------------
UNIT TRANSACTIONS:
  Purchases..............     403,482,054       13,476,913       83,760,185      110,673,155      205,512,019     37,280,366
  Net transfers..........     129,133,556        2,655,230       33,248,800       47,078,167      101,413,217     19,003,957
  Surrenders.............     (30,210,654)      (2,722,173)      (3,699,700)     (11,782,890)      (7,316,597)    (1,178,598)
  Net annuity
   transactions..........         288,203         --                    203           81,416          146,210             31
                          -----------------  ---------------  -------------  ------------------  -------------  -------------
  Net increase (decrease)
   in net assets
   resulting from unit
   transactions..........     502,693,159       13,409,970      113,309,488      146,049,848      299,754,849     55,105,756
                          -----------------  ---------------  -------------  ------------------  -------------  -------------
  Total increase
   (decrease) in net
   assets................     689,184,822       15,885,491      141,950,158      188,911,496      360,682,518     59,531,375
NET ASSETS:
  Beginning of period....     728,892,329       58,753,440       77,352,090      296,053,822      137,407,988     12,285,684
                          -----------------  ---------------  -------------  ------------------  -------------  -------------
  End of period..........  $1,418,077,151      $74,638,931    $ 219,302,248     $484,965,318     $498,090,506    $71,817,059
                          -----------------  ---------------  -------------  ------------------  -------------  -------------
                          -----------------  ---------------  -------------  ------------------  -------------  -------------
 
                               CAPITAL          MORTGAGE                       INTERNATIONAL     DIVIDEND AND   INTERNATIONAL
                          APPRECIATION FUND  SECURITIES FUND   INDEX FUND    OPPORTUNITIES FUND   GROWTH FUND   ADVISERS FUND
                             SUB-ACCOUNT       SUB-ACCOUNT     SUB-ACCOUNT      SUB-ACCOUNT       SUB-ACCOUNT   SUB-ACCOUNT**
                          -----------------  ---------------  -------------  ------------------  -------------  -------------
OPERATIONS:
  Net investment income
   (loss)................  $   (1,415,627)     $ 2,738,167    $     502,406     $    860,408     $  1,039,600    $   242,325
  Capital gains income...      17,026,540         --                  8,809        1,900,624          --             --
  Net realized gain
   (loss) on security
   transactions..........         (36,921)           8,806           (2,982)          18,072           (3,380)           560
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................      92,059,097        4,247,716       10,397,357       26,882,909       17,906,285        212,972
                          -----------------  ---------------  -------------  ------------------  -------------  -------------
  Net increase (decrease)
   in net assets
   resulting from
   operations............     107,633,089        6,994,689       10,905,590       29,662,013       18,942,505        455,857
                          -----------------  ---------------  -------------  ------------------  -------------  -------------
UNIT TRANSACTIONS:
  Purchases..............     245,731,245        8,572,589       31,929,411       55,473,427       67,833,419      8,715,018
  Net transfers..........      82,630,293       (2,398,278)      14,672,676        9,777,060       30,210,279      3,144,229
  Surrenders.............     (12,124,223)      (2,985,486)      (1,214,487)      (6,662,350)      (1,756,293)       (29,420)
  Net annuity
   transactions..........         225,634         --                  9,937          147,629          --             --
                          -----------------  ---------------  -------------  ------------------  -------------  -------------
  Net increase (decrease)
   in net assets
   resulting from unit
   transactions..........     316,462,949        3,188,825       45,397,537       58,735,766       96,287,405     11,829,827
                          -----------------  ---------------  -------------  ------------------  -------------  -------------
  Total increase
   (decrease) in net
   assets................     424,096,038       10,183,514       56,303,127       88,397,779      115,229,910     12,285,684
NET ASSETS:
  Beginning of period....     304,796,291       48,569,926       21,048,963      207,656,043       22,178,078        --
                          -----------------  ---------------  -------------  ------------------  -------------  -------------
  End of period..........  $  728,892,329      $58,753,440    $  77,352,090     $296,053,822     $137,407,988    $12,285,684
                          -----------------  ---------------  -------------  ------------------  -------------  -------------
                          -----------------  ---------------  -------------  ------------------  -------------  -------------
 
<CAPTION>
                               SMALL
                           COMPANY FUND
                           SUB-ACCOUNT*
                           -------------
<S>                       <C>
OPERATIONS:
  Net investment income
   (loss)................   $   (33,591)
  Capital gains income...       --
  Net realized gain
   (loss) on security
   transactions..........         1,014
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................       210,808
                           -------------
  Net increase (decrease)
   in net assets
   resulting from
   operations............       178,231
                           -------------
UNIT TRANSACTIONS:
  Purchases..............    14,704,067
  Net transfers..........    11,169,302
  Surrenders.............       (36,071)
  Net annuity
   transactions..........       --
                           -------------
  Net increase (decrease)
   in net assets
   resulting from unit
   transactions..........    25,837,298
                           -------------
  Total increase
   (decrease) in net
   assets................    26,015,529
NET ASSETS:
  Beginning of period....       --
                           -------------
  End of period..........   $26,015,529
                           -------------
                           -------------
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>
    
 
<PAGE>
                                                 HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
   
- --------------------------------------------------------------------------------
    
                              SEPARATE ACCOUNT ONE
                         NOTES TO FINANCIAL STATEMENTS
                               DECEMBER 31, 1996
 
   
- ---------------------------------------------------
    
 1. ORGANIZATION:
 
   
    Separate Account One (the Account) is a separate investment account within
ITT Hartford Life and 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. Dividends 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 Funds are valued at
        the closing net asset value per share as determined by the appropriate
        Fund as of December 31, 1996.
    
 
   
    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
        contractholders' accounts, in accordance with the terms of the
        contracts.
    

<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)  Resolution of the Board of Directors of Hartford Life
                  Insurance Company ("Hartford") authorizing the establishment
                  of the Separate Account. (1)

             (2)  Not applicable.

             (3)  (a)  Principal Underwriter Agreement. (2)

             (3)  (b)  Form of Dealer Agreement.  (2)

             (4)  Form of Individual Flexible Premium Variable Annuity
                  Contract.  (1)

             (5)  Form of Application.  (1)

             (6)  (a)  Certificate of Incorporation of Hartford.

             (6)  (b)  Bylaws of Hartford.  (2)

             (7)  Not applicable.

             (8)  Not applicable.

             (9)  Opinion and Consent of Lynda Godkin, General Counsel and
                  Corporate Secretary.

             (10) Consent of Arthur Andersen LLP, Independent Public
                  Accountants.
    

             (11) No financial statements are omitted.

             (12) Not applicable.

             (13) Not applicable.

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

(1)    Incorporated by reference to Post-Effective Amendment No. 5, to the
       Registration Statement File No. 33-56790, dated May 1, 1995.

(2)    Incorporated by reference to Post Effective Amendment No. 6, to the
       Registration Statement File No. 33-56790, dated May 1, 1996.

<PAGE>

                                       -2-
   
               (14) Not applicable.

               (15) Copy of Power of Attorney.

               (16) Organizational Chart.
    
Item 25.       Directors and Officers of the Depositor
   

- --------------------------------------------------------------------------------
NAME, AGE                               POSITION WITH HARTFORD
- --------------------------------------------------------------------------------
Wendell J. Bossen                       Vice President

Gregory A. Boyko                        Vice President and Controller

Peter W. Cummins                        Vice President

Ann M. deRaismes                        Vice President

James R. Dooley                         Vice President

Timothy M. Fitch                        Vice President and Actuary

Bruce D. Gardner                        Director*

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

Donald J. Gillette                      Vice President

Lynda Godkin                            General Counsel and Corporate Secretary

Lois W. Grady                           Vice President

David A. Hall                           Senior Vice President and Actuary

Robert A. Kerzner                       Vice President

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

Thomas M. Marra                         Executive Vice President and Director
                                        Individual Life and Annuity Division,
                                        Director*

Steven L. Mattieson                     Vice President

Joseph J. Noto                          Vice President

Craig D. Raymond                        Vice President and Chief Actuary

David T. Schrandt                       Vice President and Treasurer

Lowndes A. Smith                        President, Chief Executive Officer,
                                        Director*
    

<PAGE>

                                       -3-
   
- --------------------------------------------------------------------------------
NAME, AGE                               POSITION WITH HARTFORD
- --------------------------------------------------------------------------------
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.

     *Denotes date of election to Board of Directors.
    
Item 26.  Persons Controlled By or Under Common Control with the Depositor or
          Registrant
   
          Filed herewith as Exhibit 26.
    
Item 27.  Number of Contract Owners
   
          As of March 31, 1997, there were 45,003 Contract Owners.
    
   
Item 28.  Indemnification

          Under Section 33-320a of the Connecticut General Statutes, the
          Registrant must indemnify a director or officer against judgments,
          fines, penalties, amounts paid in settlement and reasonable expenses,
          including attorney's fees, for actions brought or threatened to be
          brought against him in his capacity as a director or officer when it
          is determined by certain disinterested parties that he acted in good
          faith and in a manner he reasonably believed to be in the best
          interests of the Registrant.  In any criminal action or proceeding, it
          also must be determined that the director or officer had no reason to
          believe his conduct was unlawful.  The director or officer must also
          be indemnified when he is successful on the merits in the defense of a
          proceeding or in circumstances where a court determines that he is
          fairly and reasonably entitled to be indemnified, and the court
          approves the amount.  In shareholder derivative suits, the director or
          officer must be fully adjudged not to have breached his duty to the
          Registrant or a court must determine that he is fairly and reasonably
          entitled to be indemnified and must approve the amount.  In a claim
          based upon the director's or officer's purchase or sale of the
          Registrant's securities, the director or officer may obtain
          indemnification only if a court determines that, in view of all the
          circumstances, he is fairly and reasonably entitled to be indemnified,
          and then for such amount as the court shall determine.

          The foregoing statements are specifically made subject to the detailed
          provisions of Section 33-320a.
    
          The directors and officers of 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,

<PAGE>

                                       -4-

          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.
   
          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, 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 precedent, submit to a court of
          appropriate jurisdiction the question whether such indemnification by
          it is against public policy as expressed in the Act and will be
          governed by the final adjudication of such issue.
    
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
               American Maturity Life Insurance Company - Separate Account
                    AMLVA
    

<PAGE>

                                       -5-

      (b)      Directors and Officers of HSD
   
               Name and Principal       Positions and Offices
                Business Address          With Underwriter
               ------------------       ---------------------
               Lowndes A. Smith         President
               John P. Ginnetti         Executive Vice President, Director
               Thomas M. Marra          Executive Vice President, Director
               Peter W. Cummins         Vice President
               Donald E. Waggaman, Jr.  Treasurer
               Bruce D. Gardner         Secretary
               George R. Jay            Controller
               Michael Wilder           Director

               Unless otherwise indicated, the principal business address of
               each of the above individuals is P. O. Box 2999, Hartford,
               Connecticut 06104-2999.
    
Item 30.       Location of Accounts and Records
   
               All of the accounts, books, records or other documents required
               to be kept by Section 31(a) of the Investment Company Act of 1940
               and rules thereunder are maintained by Hartford at 200 Hopmeadow
               Street, Simsbury, Connecticut 06089.
    
Item 31.       Management Services
   
               All management contracts are discussed in Part A and Part B of
               this Registration Statement.
    
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.
   
      (d)      Hartford hereby represents that the aggregate fees and charges
               under the Contract are
    
<PAGE>

                                       -6-
   
               reasonable in relation to the services rendered, the expenses
               expected to be incurred, and the risks assumed by Hartford.

               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 conditions one through four of the no-action
               letter.
    
33-56790
IHLA/Director

<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 10  day
of April, 1997.
    

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 capacity and on
the date indicated.

Bruce D. Gardner, Director *
Joseph H. Gareau, Executive Vice
   President & Chief Investment         *By:  /s/ Lynda Godkin
   Officer, Director *                        -------------------------
Thomas M. Marra, Executive Vice               Lynda Godkin
    President, Director *                     Attorney-in-Fact
Lowndes A. Smith, President &
   Chief Operating Officer,             Dated: April 10, 1997
   Director *                                 -------------------------
Lizabeth H. Zlatkus, Vice President,
   Director *

    

33-56790/ILA

<PAGE>

   
                                  EXHIBIT INDEX


(6)(a)         Certificate of Incorporation of Hartford

(9)            Opinion and Consent of Lynda Godkin, General Counsel

(10)           Consent of Arthur Andersen LLP

(15)           Copy of Power of Attorney

(16)           Organizational Chart

    


<PAGE>

                                                         EXHIBIT 6(a)


FILING #0001681641 PG 04 OF 05 VOL B-00105
FILED 12/31/1996 10:00 AM PAGE 00897
SECRETARY OF STATE
CONNECTICUT SECRETARY OF THE STATE


                               CERTIFICATE AMENDING 
              AMENDED AND RESTATED CERTIFICATE OF INCORPORATION 
        BY ACTIONS OF THE BOARD OF DIRECTORS AND THE SOLE SHAREHOLDER
                                           

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

2.  The Amended and Restated Certificate of Incorporation is amended by the
    following resolution of each of the Board of Directors and the Sole
    Shareholder:

         RESOLVED, that the Amended and Restated Certificate of
         Incorporation of the Company, as supplemented and amended to
         date, is hereby amended by striking out Section 9 in its entirety
         and adding the following Sections 9 and 10.  All other sections
         of the Amended and Restated Certificate of Incorporation shall
         remain unchanged and continue in full force and effect.

         "Section 9.    The Board of Directors may, at any time, appoint
                        from among its own members such committees as it
                        may deem necessary for the proper conduct of the
                        business of the Company.  The Board of Directors
                        shall be unrestricted as to the powers it may
                        confer upon such committees." 

         "Section 10.   So much of the charter of said corporation, as
                        amended, as is inconsistent herewith is repealed,
                        provided that 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 resolutions were passed by the Board of Directors and the Sole
    Shareholder of the Corporation. The number of shares of the Corporation's
    common capital stock entitled to vote thereon was 3,000 and the vote
    required for adoption was 2,000 shares.  The vote favoring adoption was
    3,000 shares, which was the greatest vote required to pass the resolution.

<PAGE>

                                          2


Dated at Simsbury, Connecticut this 30th day of December, 1996.

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


                                       ITT HARTFORD LIFE AND ANNUITY 
                                       INSURANCE COMPANY


                                       /s/Thomas M. Marra
                                       ------------------------------------
                                       Thomas M. Marra, Executive Vice
                                        President and Director - Individual
                                        Life and Annuity Division


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

<PAGE>


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


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 other right to purchase, subscribe for, 
                  or take any part of any shares or any 

<PAGE>

                                       2


                  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.



Dated at Simsbury, Connecticut this 30th 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, General Counsel 
                                        and Corporate Secretary


<PAGE>

   
                                                                  THE     [LOGO]
                                                                        HARTFORD



April 10, 1997                                    Lynda Godkin
                                                  General Counsel & Secretary
                                                  Law Department
Board of Directors
ITT Hartford Life and Annuity Insurance Company
200 Hopmeadow Street
Simsbury, CT  06089

RE:   SEPARATE ACCOUNT ONE
      ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
      FILE NO. 33-56790

Dear Sir/Madam:

I have acted as General Counsel to ITT Hartford Life and Annuity Insurance
Company (the "Company"), a Connecticut insurance company, and ITT Hartford Life
and Annuity Insurance Company Separate Account One (the "Account") in connection
with the registration of an indefinite amount of securities in the form of tax-
deferred variable annuity contracts (the "Contracts") with the Securities and
Exchange Commission under the Securities Act of 1933, as amended.  I have
examined such documents (including the Form N-4 Registration Statement) and
reviewed such questions of law as I considered necessary and appropriate, and on
the basis of such examination and review, it is my opinion that:

1.   The Company is a corporation duly organized and validly existing as a stock
     life insurance company under the laws of the State of Connecticut and is
     duly authorized by the Insurance Department of the State of Connecticut to
     issue the Contracts.

2.   The Account is a duly authorized and validly existing separate account
     established pursuant to the provisions of Section 38a-433 of the
     Connecticut Statutes.

3.   To the extent so provided under the Contracts, that portion of the assets
     of the Account equal to the reserves and other contract liabilities with
     respect to the Account will not be chargeable with liabilities arising out
     of any other business that the Company may conduct.

                                              Hartford Life Insurance Companies
                                              200 Hopmeadow Street
                                              Simsbury, CT 06089
                                              860 843 3153
                                              860 843 8665 Fax

                                              Mailing Address:  P.O. Box 2999
                                              Hartford, CT  06104-2999
    

<PAGE>

   
Board of Directors
ITT Hartford Life and Annuity Insurance Company
April 10, 1997
Page 2


4.   The Contracts, when issued as contemplated by the Form N-4 Registration
     Statement, will constitute legal, validly issued and binding obligations of
     the Company.

I hereby consent to the filing of this opinion as an exhibit to the Form N-4
Registration Statement for the Contracts and the Account.

Sincerely,

  /s/ Lynda Godkin

Lynda Godkin
    

<PAGE>

   

                               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 14, 1997

    

<PAGE>


                   ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY

                                  POWER OF ATTORNEY

                                   Donald R. Frahm
                                   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 Margaret E.
Hankard and Marianne O'Doherty 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/Donald R. Frahm                          /s/Lowndes A. Smith
- --------------------------------------       -----------------------------------
           Donald R. Frahm                             Lowndes A. Smith


        /s/Bruce D. Gardner                          /s/Lizabeth H. Zlatkus
- --------------------------------------       -----------------------------------
           Bruce D. Gardner                             Lizabeth H. Zlatkus


        /s/Joseph H. Gareau
- --------------------------------------
           Joseph H. Gareau


        /s/Joseph Kanarek
- --------------------------------------
           Joseph Kanarek


        /s/Thomas M. Marra
- --------------------------------------
           Thomas M. Marra




Dated:  December 3, 1996
      -----------------------


<PAGE>
EXHIBIT 16


<TABLE>
<CAPTION>

<S><C>
                                           ITT Hartford Group, Inc..
                                                (Delaware)
                                                    |
- ----------------------------------------------------------------------------------------------------
                                           Nutmeg Insurance Company           The Hartford Investment
                                               (Connecticut)                      Management Company
                                                    |                                  (Delaware)
                                                    |
                                        Hartford Fire Insurance Company
                                               (Connecticut)
                                                    |
                                    Hartford Accident and Indemnity Company
                                               (Connecticut)
                                                    |
                                            Hartford Life, Inc.
                                               (Delaware)
                                                    |
                                Hartford Life and Accident Insurance Company
                                               (Connecticut)
                                                    |
                                                    | 
                                                    | 
- -------------------------------------------------------------------------------------------------------------------
Alpine Life          Hartford Financial    Hartford Life                American Maturity       ITT Hartford Canada
Insurance Company    Services Life         Insurance Company            Life Insurance          Holdings, Inc.
(New Jersey)         Insurance Co.         (Connecticut)                Company                 (Canada)
                     (Connecticut)                  |                  (Connecticut)                 |
                                                    |                                                |
                                                    |                                                |
                                                    |                                           ITT Hartford Life
                                                    |                                           Insurance Company
                                                    |                                           of Canada
                                                    |                                           (Canada)
                                                    |
                                                    |
- ------------------------------------------------------------------------------------------------------------------
ITT Hartford Life and Annuity    ITT Hartford International             Hartford Financial Services
Insurance Company                Life Reassurance Corporation           Corporation 
(Connecticut)                    (Connecticut)                          (Delaware) 
     |                                                                     |    
     |                                                                     |
     |                                                                     |
ITT Hartford Life, Ltd.                                                    |
(Bermuda)                                                                  |
                                                                           |
                                                                           |
- -----------------------------------------------------------------------------------------------------------------
MS Fund          HL Funding        HL Investment      Hartford          Hartford Securities     ITT Comp. Emp.
America, Inc.    Company, Inc.     Advisors, Inc.     Equity Sales      Distribution            Benefits Service
(Delaware)       (Connecticut)     (Connecticut)      Company, Inc.     Company, Inc.           Company
                                                      (Connecticut)     (Connecticut)          (Connecticut)
</TABLE>




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