ITT HARTFORD LIFE & ANNUITY INSURANCE CO SEPARATE ACCOUNT ON, N-4/A, 1997-11-03

ITT HARTFORD LIFE & ANNUITY INSURANCE CO SEPARATE ACCOUNT ON
N-4/A, 1997-11-03

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<PAGE>

As filed with the Securities and Exchange Commission on November 3, 1997

File No. 333-19607
File No. 811-4372
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]

Pre-Effective Amendment No. 2 [X]
-------

Post-Effective Amendment No. [ ]
-------
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]

Amendment No. 13 [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)

200 Hopmeadow Street
Simsbury, Connecticut 06089
(Address of Depositor's Principal Offices)

(860) 843-6731

(Depositor's Telephone Number, Including Area Code)

Leslie T. Soler, Esquire

200 Hopmeadow Street
Simsbury, Connecticut 06089
(Name and Address of Agent for Service)

Copy to:
David S. Goldstein, Esquire
Sutherland, Asbill & Brennan
1275 Pennsylvania Avenue, N.W.
Washington, D.C. 20004-2404

Approximate Date of Proposed Public Offering: As soon as practicable after the
effective date of the registration statement.

Pursuant to Rule 24f-2 under the Investment Company Act of 1940, the registrant
hereby elects to register an indefinite amount of securities being offered.

The registrant hereby amends this registrant statement on such date or dates as
may be necessary to delay its effective date until the registrant shall file a
further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration shall become effective on such
date as the Commission, acting pursuant to Section 8(a), may determine.

<PAGE>

CROSS REFERENCE SHEET
PURSUANT TO RULE 495(a)
<TABLE>
<CAPTION>

N-4 ITEM NO. PROSPECTUS HEADING
------------------ ------------------
<S> <C>
1. Cover Page ITT Hartford Life and Annuity
Insurance Company - Separate
Account One

2. Definitions Definitions

3. Condensed Financial Information None

4. Synopsis or Highlights Summary

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

6. Deductions Contract Fees and Charges

7. General Description of Annuity Description of the Contracts,
Contracts Information Contract Fees and Charges, and
Additional Contract Information

8. Annuity Period Selecting an Annuity Payment Option

9. Death Benefit Description of the Contracts

10. Purchases and Contract Value Description of the Contracts

11. Redemptions Surrenders

12. Taxes Federal Tax Considerations

13. Legal Proceedings Legal Proceedings

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

15. Cover Page Part B; Statement of Additional
Information

16. Table of Contents Table of Contents

17. General Information and History Description of ITT Hartford Life
and Annuity Insurance Company

</TABLE>

<PAGE>

<TABLE>

<S> <C>
18. Services None

19. Purchase of Securities Distribution of the Contracts
being Offered

20. Underwriters Distribution of the Contracts

21. Calculation of Performance Data Calculation of Yield and Return

22. Annuity Payments Payments Under the Contract,
Selecting an Annuity Payment Option

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 Under Persons Controlled by or Under
Common Control with the Common Control 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 Records Location of Accounts and Records

31. Management Services Management Services

32. Undertakings Undertakings

</TABLE>

<PAGE>

INDIVIDUAL SINGLE PREMIUM PAYMENT
IMMEDIATE VARIABLE ANNUITY CONTRACT
ITT HARTFORD LIFE AND ANNUITY INSURANCE
COMPANY
200 HOPMEADOW STREET
SIMSBURY, CONNECTICUT 06070
1-800-862-6668 (CONTRACT OWNERS)
[LOGO] 1-800-862-7155 (INVESTMENT REPRESENTATIVES)

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

This prospectus ("Prospectus") describes the individual variable immediate
annuity contract (the "Contract") offered 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. The Contract may be sold to or
issued in connection with retirement plans, including plans that qualify for
special federal income tax treatment under the Internal Revenue Code.

Contract Owner(s) may allocate the Premium Payment and transfer Contract Value
to one or more Sub-Accounts of ITT Hartford Life and Annuity Insurance Company
Separate Account One (the "Separate Account"). The assets of each Sub-Account
are invested solely in a corresponding mutual fund (the "Funds"). The Funds are:

<TABLE>
<S> <C>
Hartford Advisers Fund, Inc. Hartford Bond Fund, Inc.
Hartford Dividend and Growth Fund,
Hartford Capital Appreciation Fund, Inc. Inc.
Hartford International Advisers Fund,
Hartford Index Fund, Inc. Inc.
Hartford International Opportunities Fund,
Inc. Hartford MidCap Fund, Inc.
Hartford Mortgage Securities Fund,
HVA Money Market Fund, Inc. Inc.
Hartford Small Company Fund, Inc. Hartford Stock Fund, Inc.
</TABLE>

Under the Contract, Hartford makes periodic Annuity Payments to the Contract
Owner(s) (or other designated Payee). The dollar amount of each Annuity Payment
varies according to the investment performance of the Funds in which the
selected Sub-Accounts are invested. The Contract Owner(s) bear the investment
risk of amounts invested in the Separate Account.

This Prospectus sets forth the basic information regarding the Contract and the
Separate Account that a prospective investor should know before purchasing a
Contract. The prospectus for the Funds, which provides information regarding
investment objectives and policies of each Fund, should be read in conjunction
with this Prospectus. A Statement of Additional Information providing additional
information about the Contract and the Separate Account has been filed with the
Securities and Exchange Commission and is incorporated herein by reference. The
table of contents for the Statement of Additional Information ("Statement") is
on page 40 of this Prospectus. Call 1-800-862-6668, or write Hartford at its
Home Office to obtain a free copy of the Statement.

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

PLEASE READ THIS PROSPECTUS CAREFULLY AND KEEP IT FOR FUTURE REFERENCE. THIS
PROSPECTUS MUST BE ACCOMPANIED BY THE CURRENT PROSPECTUS FOR EACH OF THE FUNDS.
- --------------------------------------------------------------------------------

AN INVESTMENT IN A CONTRACT IS NOT A DEPOSIT OR OBLIGATION OF, OR GUARANTEED OR
ENDORSED BY, ANY BANK, NOR IS THE CONTRACT INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. AN INVESTMENT IN A
CONTRACT INVOLVES CERTAIN RISKS, INCLUDING THE RISK OF LOSS OF THE PREMIUM
PAYMENT (PRINCIPAL).
- --------------------------------------------------------------------------------

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.
- --------------------------------------------------------------------------------

PROSPECTUS DATED: NOVEMBER 10, 1997

STATEMENT OF ADDITIONAL INFORMATION DATED: NOVEMBER 10, 1997

<PAGE>
2 ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
DEFINITIONS........................................................... 3
FEE AND EXPENSE TABLES................................................ 5
ACCUMULATION UNIT VALUES.............................................. 6
SUMMARY............................................................... 7
HARTFORD, THE SEPARATE ACCOUNT AND THE FUNDS.......................... 8
ITT Hartford Life and Annuity Insurance Company..................... 8
Separate Account.................................................... 8
The Funds........................................................... 8
PERFORMANCE RELATED INFORMATION....................................... 10
DESCRIPTION OF THE CONTRACTS.......................................... 10
Purchasing a Contract............................................... 10
Right to Examine the Contract....................................... 11
Crediting and Allocating the Premium Payment........................ 11
Contract Value -- Before Income Start Date.......................... 11
The Net Investment Factor........................................... 11
Sub-Account Value Transfers Before and After Income Start Date...... 12
Surrenders.......................................................... 12
Death Before Income Start Date...................................... 12
Death On or After the Income Start Date............................. 13
Determination of the Death Benefit.................................. 13
Distribution Requirements: Prior to the Income Start Date........... 13
Payments Under the Contract......................................... 13
SELECTING AN ANNUITY PAYMENT OPTION................................... 14
Annuity Payment Options............................................. 14
Annuity Calculation Date and Income Start Date...................... 15
Income Payment Dates................................................ 15
Variable Annuity Payments........................................... 15
CONTRACT FEES AND CHARGES............................................. 16
Contingent Deferred Sales Charge.................................... 16
Premium Tax Charge.................................................. 16
Mortality and Expense Risk Charge................................... 17
Fund Expenses....................................................... 17
ADDITIONAL CONTRACT INFORMATION....................................... 17
Contract Ownership.................................................. 17
Changing the Contract Owner or Beneficiary.......................... 17
Misstatement of Age or Sex.......................................... 17
Change of Contract Terms............................................ 18
Reports to Contract Owners.......................................... 18
Miscellaneous....................................................... 18
Voting Privileges................................................... 18
FEDERAL TAX CONSIDERATIONS............................................ 19
General............................................................. 19
Taxation of Hartford and the Separate Account....................... 19
Taxation of Purchasers of Non-Qualified Contracts................... 19
Taxation of Purchasers of Qualified Contracts....................... 21
Federal Income Tax Withholding...................................... 22
Contract Owners That Are Nonresident Aliens or Foreign
Corporations....................................................... 23
Other Tax Consequences.............................................. 23
OTHER INFORMATION..................................................... 23
Distribution of the Contracts....................................... 23
Legal Proceedings................................................... 23
FINANCIAL STATEMENTS.................................................. 23
ILLUSTRATIONS OF ANNUITY PAYMENTS ASSUMING HYPOTHETICAL RATES OF
RETURN.............................................................. 24
ILLUSTRATIONS OF ANNUITY PAYMENTS USING HISTORIC RATES OF RETURN...... 27
TABLE OF CONTENTS FOR STATEMENT OF ADDITIONAL INFORMATION............. 40
</TABLE>

<PAGE>
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY 3
- --------------------------------------------------------------------------------

DEFINITIONS

ACCUMULATION UNIT: An accounting unit of measure used to calculate Sub-Account
Value prior to the Annuity Calculation Date.

ANNIVERSARY VALUE: The Commuted Value calculated as of a Contract Anniversary.

ANNUITANT: The person (or persons) whose life (or lives) determines the Annuity
Payments payable under the Contract and whose death determines the Death Benefit
after the Income Start Date. With regard to joint and last survivor Annuity
Payment Options, the maximum number of joint Annuitants is two and provisions
referring to the death of an Annuitant mean the death of the last surviving
Annuitant. Provisions relating to an action by the Annuitant mean, in case of
joint Annuitants, both Annuitants acting jointly. Unless otherwise specified,
the Contract Owner is the Annuitant.

ANNUITY CALCULATION DATE: The date as of which the first Annuity Payment will be
calculated. It will be no more than five days prior to the Income Start Date.
Values calculated prior to the Income Start Date but after the Annuity
Calculation Date will equal values as of the Annuity Calculation Date.

ANNUITY PAYMENT: One of several periodic payments made by Hartford to the Payee
under an Annuity Payment Option.

ANNUITY PAYMENT OPTION: The form of Annuity Payments selected by the Contract
Owner. The Annuity Payment Option is shown on the Contract specifications page
as the "Annuity Benefit."

ANNUITY UNIT: An accounting unit of measure used to calculate the amount of
Variable Annuity Payments.

ANNUITY UNIT FACTOR: The factor applied in computing Annuity Unit values to
neutralize the effect of the Assumed Investment Return.

ASSUMED INVESTMENT RETURN (AIR): The annual rate of return shown on the
specification page of the Contract. This rate is used to determine the degree of
fluctuation in the amount of Variable Annuity Payments in response to
fluctuations in the net investment return of selected Sub-Accounts by assuming
(among other things) that the assets in the Sub-Accounts supporting the Contract
will have a net annual return over the anticipated Annuity Payment period equal
to that rate of return. If the actual performance of the selected Sub-Accounts
is equal to the AIR, the payment will be constant. If the actual performance is
greater than the AIR, the payment will increase. If the actual performance is
less than the AIR, the Variable Annuity Payment amount will be lower.

BENEFICIARY: The person(s) entitled to receive the Contract Value upon the death
of the Contract Owner or Annuitant prior to the Income Start Date or, the Death
Benefit upon the death of the Annuitant after the Income Start Date available
under some Annuity Payment Options.

CANCELLATION PERIOD: The "Right to Examine" period described on the cover page
of the Contract during which the Contract Owner may return the Contract.

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

COMMISSION: U.S. Securities and Exchange Commission.

COMMUTED VALUE: The present value of the remaining guaranteed Annuity Payments
under an Annuity Payment Option having Annuity Payments guaranteed for a
specified number of years, computed using the Assumed Investment Return for the
Contract and the Annuity Unit Value(s) calculated as of the date that Hartford
receives a fully completed request for surrender, or Due Proof of Death of the
Annuitant.

CONTRACT ANNIVERSARY: The same date in each Contract Year as the Contract Issue
Date.

CONTRACT ISSUE DATE: The date on which Hartford issues the Contract and on which
the Contract becomes effective. The Contract Issue Date is shown on the
specifications page of the Contract and is used to determine Contract Years and
Contract Anniversaries.

CONTRACT OWNER(S): The person (or persons) who owns (or own) the Contract and
who is (are) entitled to exercise all rights and privileges provided in the
Contract. The maximum number of joint Contract Owners is two. Provisions
relating to action by the Contract Owner mean, in the case of joint Contract
Owners, both Contract Owners acting jointly.

CONTRACT VALUE: The sum of the Sub-Account Values under the Contract prior to
the Annuity Calculation Date.

CONTRACT YEAR: A 12-month period beginning on the Contract Issue Date or on a
Contract Anniversary.

DEATH BENEFIT: The amount payable by Hartford based upon the death of the
Contract Owner or Annuitant prior to the Income Start Date, or upon the death of
Annuitant on or after the Income Start Date. The Death Benefit is calculated as
of the date that Due Proof of Death is received at Hartford.

DUE PROOF OF DEATH: A certified copy of a death certificate, an order of a court
of competent jurisdiction, a statement from a physician who attended the
deceased or any other proof acceptable to Hartford.

FUND: Any open-end management investment company (or investment portfolio
thereof) or unit investment trust (or series thereof) in which a Sub-Account
invests.
<PAGE>
4 ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
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HARTFORD: ITT Hartford Life and Annuity Insurance Company.

HOME OFFICE: Hartford's offices at 200 Hopmeadow Street, Simsbury, CT 06070
(mailing address: P.O. Box 5085, Hartford, CT 06102-5085, Attn: Individual
Annuity Services).

INCOME PAYMENT DATE: The date each month, quarter, semi-annual period, or year
as of which Hartford computes the Annuity Payments.

INCOME START DATE: The date as of which the Annuity Payments are to begin. It is
the first Income Payment Date and is shown on the specifications page of the
Contract.

IRA: An "individual retirement annuity" as described in Section 408 of the Code.

JOINT ANNUITANT: A person, other than the primary Annuitant, whose life
determines the Annuity Payments payable. The Contract will have a Joint
Annuitant only if a joint life Annuity Payment Option is elected.

MAXIMUM ANNIVERSARY VALUE: The greatest Anniversary Value under the Contract
while the Annuitant is alive prior to his or her 81st birthday reduced by the
dollar amount of Annuity Payments made since that anniversary.

NET ASSET VALUE PER SHARE: The value per share of any Fund on any Valuation Day.
The method of computing the Net Asset Value Per Share is described in the
prospectus for each Fund.

NET INVESTMENT FACTOR: The Net Investment Factor for each of the Sub-Accounts,
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.

NON-QUALIFIED CONTRACT: A Contract that is not a Qualified Contract.

PAYEE: The person or party designated by the Contract Owner to receive Annuity
Payments. Unless otherwise specified the Annuitant is the Payee.

PAYMENT FACTOR: The factor used on the Annuity Calculation Date to calculate the
first Annuity Payment.

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

PREMIUM TAX: The amount of tax charged by a state or municipality on the Premium
Payment or Contract Value.

QUALIFIED CONTRACT: A Contract that is issued in connection with a retirement
plan that qualifies for special federal income tax treatment under Section 408
or Section 457 of the Code.

SEPARATE ACCOUNT: ITT Hartford Life and Annuity Insurance Company Separate
Account One.

SUB-ACCOUNT: A subdivision of the Separate Account, the assets of which are
invested in a corresponding Fund.

SUB-ACCOUNT VALUE: On or before the Annuity Calculation Date, the amount is
determined on any day by multiplying the number of Accumulation Units
attributable to the Contract in that Sub-Account by the Accumulation Unit value
for that Sub-Account.

SURRENDER VALUE: The Contract Value less any applicable Premium Tax prior to the
Annuity Calculation Date, or the Commuted Value less applicable contingent
deferred sales charges on or after the Annuity Calculation Date.

VALUATION DAY: Every day that the New York Stock Exchange is open for trading.

VALUATION PERIOD: The period that starts at the close of regular trading on the
New York Stock Exchange on any Valuation Day and ends at the close of regular
trading on the next succeeding Valuation Day.

VARIABLE ANNUITY PAYMENT: An Annuity Payment that may vary in amount from one
Income Payment Date to the next as a function of the investment performance of
one or more Sub-Accounts selected by the Contract Owner to support Annuity
Payments.

WRITTEN NOTICE: A notice or request submitted in writing in a form satisfactory
to Hartford that is manually signed by the Contract Owner(s) and received at the
Home Office.
<PAGE>
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY 5
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FEE AND EXPENSE TABLES

Contract Owner Transaction Expenses

<TABLE>
<S> <C>
Sales Charge Imposed on Premium Payment........................... None
Contingent Deferred Sales Charge (as a percentage of Commuted
Value)*
First Year.................................................... 6%
Second Year................................................... 6%
Third Year.................................................... 5%
Fourth Year................................................... 5%
Fifth Year.................................................... 4%
Sixth Year.................................................... 3%
Seventh Year.................................................. 2%
Eighth Year................................................... 0%
Exchange Fee None
</TABLE>

- ------------
* Only applies to PAYMENTS GUARANTEED FOR A SPECIFIED NUMBER OF YEARS Annuity
Payment Option, after the Income Start Date.

Annual Separate Account Expenses
(as a percentage of average annual net assets)

<TABLE>
<S> <C>
Mortality and Expense Risk Charge................................. 1.25%
Other Charges..................................................... None
Total Separate Account Expenses................................... 1.25%
</TABLE>

Annual Fund Operating Expenses After Reimbursements
(as a percentage of net assets)

<TABLE>
<CAPTION>
TOTAL FUND
MANAGEMENT OTHER OPERATING
FEES EXPENSES EXPENSES
---------- -------- ----------
<S> <C> <C> <C>
Hartford Advisers Fund.......................... 0.615% 0.017% 0.632%
Hartford Bond Fund.............................. 0.490% 0.030% 0.520%
Hartford Capital Appreciation Fund.............. 0.629% 0.017% 0.646%
Hartford Dividend & Growth Fund................. 0.709% 0.017% 0.726%
Hartford Index Fund............................. 0.374% 0.019% 0.393%
Hartford International Advisers Fund............ 0.746% 0.214% 0.960%
Hartford International Opportunities Fund....... 0.691% 0.095% 0.786%
Hartford MidCap Fund (1)........................ 0.520% 0.150% 0.670%
HVA Money Market Fund........................... 0.423% 0.021% 0.444%
Hartford Mortgage Securities Fund............... 0.424% 0.029% 0.453%
Hartford Small Company Fund..................... 0.750% 0.040% 0.790%
Hartford Stock Fund............................. 0.441% 0.016% 0.457%
</TABLE>

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

(1) Hartford MidCap Fund is a new Fund: Operating expenses are based on
annualized estimates of such expenses to be incurred in the current fiscal
year. HL Investment Advisors, Inc. has agreed to waive its fees for the
Hartford MidCap Fund until the assets of the Fund (excluding assets
contributed by companies affiliated with HL Investment Advisors, Inc.) first
reach $20 million. Absent this waiver, the investment advisory fee would be
0.575% annually and the total fund operating expense ratio would be 0.900%
(annualized).

Premium Taxes, currently ranging from 0% to 4% may be applicable, depending
upon the laws of various jurisdictions.

The above tables are intended to assist the Contract Owner in understanding
the costs and expenses that he or she will bear directly or indirectly. The
table reflects the current management fees, other expenses and total expenses
for each Fund. For a more complete description of the various costs and
expenses, see "Charges and Deductions" and the prospectus for the Funds which
accompanies this Prospectus.

<PAGE>
6 ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
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EXAMPLES

A Contract Owner will pay the following expenses on a $1,000 investment,
assuming a 5% annual return on assets and an Annuitant age 65 with a 5% Assumed
Investment Return:

1. If the Life Annuity Payment Option is selected and you do not surrender your
Contract:

<TABLE>
<CAPTION>
SUB-ACCOUNT 1 YEAR 3 YEARS
------ -------
Hartford Advisers Fund.... $ 19 $ 60
<S> <C> <C>
Hartford Bond Fund........ 18 56
Hartford Capital
Appreciation Fund........ 19 60
Hartford Dividend and
Growth Fund.............. 20 63
Hartford Index Fund....... 17 52
Hartford International
Advisers Fund............ 23 70
Hartford International
Opportunities Fund....... 21 64
Hartford MidCap Fund...... 19 61
HVA Money Market Fund..... 17 54
Hartford Mortgage
Securities Fund.......... 17 54
Hartford Small Company
Fund..................... 21 64
Hartford Stock Fund....... 17 54
</TABLE>

2. If the Payments Guaranteed for 20 Years Annuity Payment Option is selected
and you do not surrender your Contract:

3. If the Guaranteed Payments for 20 Years Annuity Payment Option is selected
and you surrender your Contract:

<TABLE>
<CAPTION>
SUB-ACCOUNT 1 YEAR 3 YEARS
------ -------
Hartford Advisers Fund.... $ 79 $ 110
<S> <C> <C>
Hartford Bond Fund........ 78 106
Hartford Capital
Appreciation Fund........ 79 110
Hartford Dividend and
Growth Fund.............. 80 113
Hartford Index Fund....... 77 102
Hartford International
Advisers Fund............ 83 120
Hartford International
Opportunities Fund....... 81 114
Hartford MidCap Fund...... 79 111
HVA Money Market Fund..... 77 104
Hartford Mortgage
Securities Fund.......... 77 104
Hartford Small Company
Fund..................... 81 114
Hartford Stock Fund....... 77 104
</TABLE>

These examples should not be considered representations of past or future
performance or expenses. The actual expenses paid or performance achieved may be
greater or less than those shown.
<PAGE>
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY 7
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SUMMARY
GENERAL DESCRIPTION
This Prospectus is designed to provide prospective Contract Owners with
information necessary to decide whether or not to purchase a Contract. This
summary provides a concise description of the more significant aspects of the
Contract. Further detail is provided in this Prospectus, the related Statement
of Additional Information, the Contract, and the prospectus for the Funds. For
further information, contact Hartford at its Home Office or your registered
representative.

PURCHASING A CONTRACT

A prospective Contract Owner may purchase a Contract by completing and
submitting an application or an order request along with a single Premium
Payment to Hartford at its Home Office. The minimum Premium Payment for a
Contract is $25,000 and the maximum Premium Payment generally is $1,000,000 (See
"Purchasing a Contract"), unless approved by Hartford.

Subject to certain minimum allocation requirements that may be in effect
from time to time, the Premium Payment is allocated to each Sub-Account as
specified on the application or order request. All percentage allocations must
be in whole numbers. (See "Crediting an Allocating Premium Payments.")

RIGHT TO EXAMINE THE CONTRACT

Contract Owners may cancel the Contract during the Cancellation Period and
receive a refund equal to the Contract Value. The Cancellation Period is a
ten-day period of time beginning when the Contract is received by a Contract
Owner. Some states require a longer Cancellation Period and return of the
Premium Payment. (See "Right to Examine the Contract.")

TRANSFERS

Prior to the Annuity Calculation Date, a Contract Owner may transfer all or
part of any Sub-Account Value to another available Sub-Account(s), subject to
certain restrictions. (See "Sub-Account Value Transfers.") Similar transfers may
be made after the Income Start Date, subject to certain restrictions. (See
"Variable Annuity Payments.")

ANNUITY PAYMENT OPTIONS

The following Annuity Payment Options are available under the Contract: Life
Annuity; Life Annuity with Cash Refund; Life Annuity with Payments Guaranteed
For a Specified Number of Years; Joint and Last Survivor; Joint and Last
Survivor Life Annuity With Payments Guaranteed For a Specified Number of Years;
and Payments Guaranteed For a Specified Number of Years.

DEATH BENEFITS

The Contract provides for a Death Benefit, under certain Annuity Payment
Options, in the event the Annuitant or Contract Owner(s) die(s) prior to the
Income Start Date and if the Annuitant dies after the Income Start Date. (See
"Payment Upon the Death of Any Contract Owner or the Annuitant.") Certain
Annuity Payment Options do not provide a Death Benefit.

SURRENDERS

Upon Written Notice prior to the Annuity Calculation Date, a Contract Owner
may surrender the Contract and receive the Contract Value. On or after the
Income Start Date under a Payments Guaranteed for a Specified Number of Years
Annuity Payment Option, a Contract Owner also may surrender the Contract for the
Surrender Value. (See "Surrenders.") Surrenders may have adverse federal income
tax consequences including the possibility of being subject to a penalty tax.
(See "Federal Tax Considerations.")

CHARGES AND FEES

The following charges and fees are assessed under the Contracts:

CONTINGENT DEFERRED SALES CHARGE. Hartford deducts a contingent deferred
sales charge if the Contract is surrendered after the Income Start Date under
PAYMENTS GUARANTEED FOR A SPECIFIED NUMBER OF YEARS ANNUITY PAYMENT OPTION. The
contingent deferred sales charge is 6% of the Commuted Value (less any
applicable Premium Tax charge) if surrendered during the first two Contract
Years; 5% of the Commuted Value (less any applicable Premium Tax charge) if
surrendered during the third or fourth contract years; and decreases 1% each
Contract Year up to and including the seventh Contract Year. The contingent
deferred sales charge is 0% if the Contract is surrendered after the seventh
Contract Year. No contingent deferred sales charge is assessed upon the death of
the Annuitant after the Income Start Date.

MORTALITY AND EXPENSE RISK CHARGE. Hartford makes a daily charge of
0.003446% (approximately equivalent to an effective annual rate of 1.25%) of the
Separate Account's net assets to compensate it for assuming certain mortality
and expense risks. (See "Mortality and Expense Risk Charge.")

PREMIUM TAX CHARGE. Generally, taxes on Premium Payments, if any, are
incurred as of the Annuity Calculation Date, and a Premium Tax Charge is
Deducted from the Contract Value as of that date. These taxes currently range
<PAGE>
8 ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

from 0% to 4.0% of Premium Payments. (See "Premium Tax Charge.")

EXPENSES OF THE FUNDS. The investment experience of each Sub-Account
reflects that of the Fund whose shares it holds. The investment experience of
each Fund, in turn, reflects its fees and other operating expenses. Please read
the prospectus for each of the Funds for details.

HARTFORD, THE SEPARATE ACCOUNT AND THE FUNDS
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, 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 controlled by The Hartford Financial Services Group, Inc., a Delaware
corporation.

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.

SEPARATE ACCOUNT

The Separate Account is a separate investment account of Hartford
established under Connecticut law on May 20, 1991. Hartford owns the assets of
the Separate Account. These assets are held separate from Hartford's general
account and its other separate accounts. That portion of the Separate Account's
assets that is equal to the reserves and other Contract liabilities of the
Separate Account is not chargeable with liabilities arising out of any other
business Hartford may conduct.

The Separate Account is registered with the Commission under the Investment
Company Act of 1940 (the "1940 Act") as a unit investment trust and meets the
definition of a "separate account" under the federal securities laws. Such
registration does not involve any supervision by the Commission of the
management of the Separate Account or of Hartford. The Separate Account is also
governed by the laws of Connecticut, Hartford's state of domicile, and may also
be governed by laws of other states in which Hartford does business.

The investment in the Separate Account is allocated to one or more
Sub-Accounts as per the Contract Owner's specifications. Each Sub-Account is
invested exclusively in the assets of one underlying Fund. The Separate Account
has 12 Sub-Accounts, each of which invests in shares of a corresponding Fund.
Income, gains and losses, realized or unrealized, from assets allocated to a
Sub-Account are credited to or charged against that Sub-Account without regard
to other income, gains or losses of Hartford.

CHANGES TO THE SEPARATE ACCOUNT. Where permitted by applicable law, Hartford
may make the following changes to the Separate Account:

1. Any changes required by the 1940 Act or other applicable law or
regulation;

2. combine separate accounts, including the Separate Account;

3. add new Sub-Accounts to or remove existing Sub-Accounts from the Separate
Account or combine Sub-Accounts;

4. make Sub-Accounts (including new Sub-Accounts) available to such classes
of Contracts as Hartford may determine;

5. add new Funds or remove existing Funds;

6. substitute new Funds for any existing Fund if shares of the Fund are no
longer available for investment or if Hartford determines that investment in a
Fund is no longer appropriate in light of the purposes of the Separate Account;

7. de-register the Separate Account under the 1940 Act if such registration
is no longer required; and

8. operate the Separate Account as a management investment company under the
1940 Act or as any other form permitted by law.

No such changes will be made without any necessary approval of the
Commission and applicable state insurance departments. Contract Owners will be
notified of any changes.

THE FUNDS

Each Sub-Account invests in a corresponding Fund. Each of the Funds is an
open-end diversified management investment company managed by HL Investment
Advisors, Inc. ("HL Advisors"), a registered investment adviser. HL Advisors has
retained Wellington Management
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Company to act as investment sub-adviser to the Funds indicated by an asterisk.
In addition, HL Advisors has entered into an investment services agreement with
Hartford Investment Management Company ("HIMCO") for the provision of investment
services to the remaining Funds. The Funds, as well as a brief description of
their investment objectives, are provided below:

HARTFORD ADVISERS FUND, INC.

Seeks to achieve maximum long-term total rate of return consistent with
prudent investment risk by investing in common stock and other equity
securities, bonds and other debt securities, and money market instruments.

HARTFORD BOND FUND, INC.

Seeks to achieve maximum current income consistent with preservation of
capital by investing primarily in fixed-income securities.

HARTFORD CAPITAL APPRECIATION FUND, INC.

Seeks to achieve growth of capital by investing in securities selected
solely on the basis of potential for capital appreciation; income, if any, is an
incidental consideration.

HARTFORD DIVIDEND AND GROWTH FUND, INC.

Seeks a high level of current income consistent with growth of capital and
reasonable investment risk. The Fund invests primarily in equity securities and
securities convertible into equity securities.

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 to provide maximum long-term total return consistent with prudent
investment risk. The Fund assets will be diversified among at least five
countries and will be allocated among equity and debt securities and money
market instruments.

HARTFORD INTERNATIONAL OPPORTUNITIES FUND, INC.

Seeks to achieve long-term total rate of return consistent with prudent
investment risk through investment primarily in equity securities issued by
non-U.S. companies.

HARTFORD MIDCAP FUND, INC.

Seeks to achieve long-term capital growth through capital appreciation by
investing primarily in equity securities.

HARTFORD MORTGAGE SECURITIES FUND, INC.

Seeks to achieve maximum current income consistent with safety of principal
and maintenance of liquidity by investing primarily in mortgage-related
securities, including securities issued by the Government National Mortgage
Association.

HARTFORD SMALL COMPANY FUND, INC.

Seeks to achieve growth of capital by investing primarily in equity
securities selected on the basis of potential for capital appreciation.

HARTFORD STOCK FUND, INC.

Seeks to achieve 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 to achieve maximum current income consistent with liquidity and
preservation of capital. The Fund invests in short-term money market securities.

No one can assure that any Fund will achieve its stated objectives and
policies. Since each underlying Fund has different investment objectives, each
is subject to different risks. More detailed information concerning the
investment objectives, policies and restrictions of the Funds, the expenses of
the Funds, the risks attendant to investing in the Funds and other aspects of
their operations can be found in the current prospectus for each Fund which
accompanies this Prospectus and the current statement of additional information
for the Funds. THE FUNDS' PROSPECTUS AND STATEMENT OF ADDITIONAL INFORMATION CAN
BE ALSO OBTAINED BY CALLING 1-800-862-6668. The Funds' prospectus should be read
carefully before any decision is made concerning the allocation of the Premium
Payment or transfers of Contract Value among the Sub-Accounts.

Hartford cannot guarantee that each Fund will always be available under the
Contracts, but in the unlikely event that a Fund is not available, Hartford will
take reasonable steps to secure the availability of a comparable fund. Shares of
each Fund are purchased and redeemed at net asset value, without a sales charge.

Shares of the Funds are sold to separate accounts of Hartford and its
insurance company affiliates other than the Separate Account to serve as the
underlying investment for both variable annuity contracts and variable life
insurance contracts, a practice known as "mixed funding." As a result, there is
a possibility that a material conflict may arise between the interests of
Contract Owners, and of owners of other contracts whose contract values are

allocated to one

* "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 HARTFORD INDEX FUND, INC. ("INDEX FUND") IS NOT
SPONSORED, ENDORSED, SOLD OR PROMOTED BY STANDARD & POOR'S ("S&P") AND S&P
MAKES NO REPRESENTATION REGARDING THE ADVISABILITY OF INVESTING IN THE INDEX
FUND.
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or more of these other separate accounts investing in any one of the Funds. In
the event of any such material conflicts, Hartford will consider what action may
be appropriate, including removing the Fund from the Separate Account or
replacing the Fund with another Fund. There are certain risks associated with
mixed funding, as disclosed in the Funds' prospectus.

PERFORMANCE RELATED INFORMATION

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

The Hartford Advisers Fund, Hartford Bond Fund, Hartford Capital
Appreciation Fund, Inc., Hartford Dividend and Growth Fund, Hartford Index Fund,
Hartford International Advisers Fund, Hartford International Opportunities Fund,
Hartford MidCap Fund, Hartford Mortgage Securities Fund, Hartford Small Company
Fund, Hartford Stock Fund, and HVA Money Market Fund Sub-Accounts may include
total return in advertisements or other sales material.

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

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

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

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

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

DESCRIPTION OF THE CONTRACTS
PURCHASING A CONTRACT

A prospective Contract Owner may purchase a Contract by completing and
submitting an application or an order request. The maximum age for Annuitants on
the Contract Issue Date is 90. A single Premium Payment must be delivered to the
Home Office along with the Contract Owner's application or an order request. The
minimum Premium Payment is $25,000 unless Hartford specifically consents to a
lower Premium Payment. No additional Premium Payments may be made under the
Contracts. Unless Hartford gives its prior approval, it will not accept a
Premium Payment in excess of $1,000,000. Hartford will send Contract Owners a
confirmation notice upon receipt and acceptance of the Contract Owner's Premium
Payment.
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RIGHT TO EXAMINE THE CONTRACT

Contract Owners may cancel the Contract during the Cancellation Period,
which is the 10-day period beginning on the day the Contract Owner receives the
Contract. Some states may require a longer Cancellation Period. To cancel the
Contract, the Contract Owner must mail or deliver within 10 days, a written
request for cancellation accompanied by the Contract to the Home Office of
Hartford.

Hartford will refund the Contract Value as of the date of receipt of the
request for cancellation. The Contract Owner bears the investment risk during
the period prior to Hartford's receipt of the request for cancellation. Hartford
will refund the Premium Payment where required by law.

CREDITING AND ALLOCATING
THE PREMIUM PAYMENT

If the application or an order request for a Contract is properly completed
and is accompanied by any additional information necessary to process it, the
Premium Payment will be allocated, as designated by the Contract Owner, to one
or more of the Sub-Accounts within two business days of receipt. If the
application, order request, or other required information is incomplete when
received, Hartford reserves the right to retain the Premium Payment for up to
five business days while it attempts to complete the information. If the
information cannot be made complete within five business days, the applicant
will be informed of the reasons for the delay and the Premium Payment will be
returned unless the applicant specifically consents to Hartford retaining the
Premium Payment until the information is made complete. The Premium Payment will
then be allocated within two business days after receipt of the complete
information.

Contract Owners may allocate the Premium Payment among any or all available
Sub-Accounts subject to minimum amounts then in effect. Currently, amounts
allocated to any one Sub-Account must equal at least 1% of the net Premium
Payment. All percentage allocations must be in whole numbers.

CONTRACT VALUE -- BEFORE INCOME START DATE

SUB-ACCOUNT VALUE. The Contract Value is the sum of all Sub-Account Values
and therefore reflects the investment performance of the Sub-Accounts to which
it is allocated. The Sub-Account Value for any Sub-Account as of the Contract
Issue Date is equal to the amount of the Premium Payment allocated to that
Sub-Account. The Sub-Account Value for a Contract is determined on any given day
by the multiplying the number of Accumulation Units attributable to the Contract
in that Sub-Account by the Accumulation Unit value for that Sub-Account.
Therefore, on any Valuation Day the Contract Owner's Sub-Account Value reflects
any variation of the interest income, dividends, net capital gains or losses,
realized or unrealized, and any amounts transferred into or out of that
Sub-Account.

ACCUMULATION UNITS. The portions of the Premium Payment allocated to a
Sub-Account or amounts of Contract Value transferred to a Sub-Account are
converted into Accumulation Units. For any Contract, the number of Accumulation
Units credited to a Sub-Account is determined by dividing the dollar amount
directed to the Sub-Account by the value of the Accumulation Unit for that Sub-
Account for the Valuation Day as of which the portion of the Premium Payment or
transferred Contract Value is invested in the Sub-Account. Transferred Contract
Value is invested in a Sub-Account as of the end of the Valuation Period during
which the transfer request was received. Therefore, a Premium Payment or portion
thereof allocated to or amounts transferred to a Sub-Account under a Contract
increase the number of Accumulation Units of that Sub-Account credited to the
Contract.

Surrenders, transfers out of a Sub-Account, the death of any Contract Owner
or the Annuitant before the Income Start Date, and the application of Contract
Value less Premium Tax to an Annuity Payment Option on the Annuity Calculation
Date all result in a decrease in the number of Accumulation Units of one or more
Sub-Accounts. Accumulation Units are valued as of the end of the Valuation
Period.

The Accumulation Unit value for each Sub-Account was arbitrarily set
initially at $1 when the Sub-Account began operations. Thereafter, the
Accumulation Unit value at the end of every Valuation Day equals the
Accumulation Unit value at the end of the preceding Valuation Day multiplied by
the Net Investment Factor (described below).

THE NET INVESTMENT FACTOR (BEFORE AND
AFTER INCOME START DATE)

The Net Investment Factor is an index applied to measure the investment
performance of a Sub-Account from one Valuation Period to the next. For each
Sub-Account, the Net Investment Factor reflects the investment performance of
the Fund in which that Sub-Account invests and the charges assessed against that
Sub-Account for a Valuation Period. The Net Investment Factor is calculated by
dividing (1) by (2) and subtracting (3) from the result, where:

(1) is the result of:

a. the Net Asset Value Per Share of the Fund held in the Sub-Account,
determined at the end of the current Valuation Period; plus

b. the per share amount of any dividend or capital gain distributions
made by the Fund held in the Sub-Account.

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12 ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
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(2) is the Net Asset Value Per Share of the Fund held in the Sub-Account,
determined at the beginning of the Valuation Period.

(3) is a daily factor representing the mortality and expense risk charge
deducted from the Sub-Account, adjusted for the number of days in the
Valuation Period.

SUB-ACCOUNT VALUE TRANSFERS BEFORE AND
AFTER INCOME START DATE

The Contract Owner may transfer the values of the Sub-Accounts allocations
from one or more Sub-Accounts to another free of charges. However, Hartford
reserves the right to limit the number of transfers to twelve (12) per Contract
Year, with no two (2) transfers occurring on consecutive Valuation Days.
Transfers by telephone may be made by a Contract Owner or by the
attorney-in-fact pursuant to a power of attorney by calling 1-800-862-6668 or by
the agent of record by calling 1-800-862-7155. Telephone transfers may not be
permitted by some states for their residents who purchase variable annuities.

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 the callers provide certain information for
identification purposes. All transfer instructions by telephone are tape
recorded.

Transfers between Sub-Accounts may be made both before and after the Income
Start Date, provided that the minimum allocation to any Sub-Account may not be
less than the minimum then in effect. All percentage (%) allocations must be in
whole numbers (e.g., 1%).

It is the responsibility of the Contract Owner 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 instructions.

Subject to exceptions set forth in the following paragraph, the right to
reallocate Contract Values 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
could be applied to transfers to or from some or all of the Sub-Accounts and
could include, but would not be limited to, the requirements of a minimum time
period between each transfer, not accepting transfer requests of an agent acting
under power of attorney on behalf of more than one Contract Owner, or limiting
the dollar amount that may be transferred between the Sub-Accounts by a Contract
Owner at any one time. Such restrictions may be applied in any manner reasonably
designed to prevent any use of the transfer right which is considered by
Hartford to be to the disadvantage of other Contract Owners. Some states may
have certain limitations.

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.

SURRENDERS

ON OR BEFORE THE INCOME START DATE. A Contract Owner may surrender the
Contract for its Surrender Value at any time on or before the Income Start Date.
A Contract's Surrender Value fluctuates daily as a function of the investment
performance of the Sub-Accounts in which a Contract Owner is invested. Hartford
does not guarantee any minimum Surrender Value. The Surrender Value will be
determined as of the date Hartford receives the Written Notice for surrender at
the Home Office.

AFTER THE INCOME START DATE. A Contract Owner may surrender the Contract on
or after the Income Start Date only if the PAYMENTS GUARANTEED FOR A SPECIFIED
NUMBER OF YEARS Annuity Payment Option is in effect. Upon such a surrender
Hartford pays the Contract Owner the Commuted Value less any applicable
contingent deferred sales charges. This surrender charge is computed as of the
date Hartford receives the Written Notice for surrender at the Home Office.

CONTRACT OWNERS SHOULD CONSULT THEIR TAX ADVISER REGARDING THE TAX
CONSEQUENCES OF A SURRENDER. A surrender made before age 59 1/2 may result in
adverse tax consequences, including the imposition of a penalty tax of 10% of
the taxable portion of the Surrender Value. See "Federal Tax Considerations" for
more details.

DEATH BEFORE INCOME START DATE

If the Contract Owner or the Annuitant dies before the Income Start Date,
Hartford will pay the Death Benefit.

The Death Benefit is an amount equal to the Contract Value. The Contract
Value may be taken in one sum or under any of the settlement options then being
offered by Hartford.

IF THE CONTRACT OWNER DIES before the Income Start Date, any surviving joint
Contract Owner becomes the Beneficiary. If there is no surviving joint Contract
Owner, the designated Beneficiary will be the Beneficiary. If the Contract
Owner's spouse is the sole Beneficiary and the
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Annuitant is living, the spouse may elect, in lieu of receiving the Contract
Value, to be treated as the Contract Owner. If no Beneficiary designation is in
effect or if the Beneficiary has predeceased the Contract Owner, the Contract
Owner's estate will be the Beneficiary.

IF THE ANNUITANT DIES prior to the Income Start Date and the Contract Owner
is living, the Contract Owner shall be the Beneficiary. In that case, the rights
of any designated Beneficiary shall be voided.

DEATH ON OR AFTER THE INCOME START DATE

If the Annuitant dies on or after the Income Start Date, Hartford will pay
the Death Benefit under the Annuity Payment Option in effect as of the
Annuitant's death. Under some Annuity Payment Options, there is no Death
Benefit.
The Death Benefit on or after the Income Start Date, under the PAYMENTS
GUARANTEED FOR A SPECIFIED NUMBER OF YEARS ANNUITY PAYMENT OPTION, is the
greatest of:

a) the Commuted Value;

b) 100% of the Premium Payment reduced by the aggregate dollar amount of
all Annuity Payments made since the Income Start Date; and

c) the Maximum Anniversary Value (the greatest Anniversary Value under the
Contract while the Annuitant is alive prior to his or her 81st birthday reduced
by the dollar amount of Annuity Payments made since that anniversary).

IF THE ANNUITANT DIES on or after the Income Start Date, the Beneficiary
will have the option of having payments continue to the Beneficiary for the
remainder of the period or taking the Death Benefit in one sum.

IF A CONTRACT OWNER WHO IS NOT THE ANNUITANT, DIES on or after the Income
Start Date, any surviving joint Contract Owner becomes the sole Contract Owner.
If there is no surviving Contract Owner, the Payee becomes the new Contract
Owner. If any Contract Owner dies, the remaining Annuity Payments will be
distributed at least as rapidly as under the method of distribution being used
as of the date of such death.

DETERMINATION OF THE DEATH BENEFIT

The Death Benefit will be calculated as of the date Hartford receives
Written Notice of Due Proof of Death. Any Annuity Payments made on or after the
date of death, but before receipt of Written Notice of Due Proof of Death will
be recovered by Hartford from the Payee.

PRIOR TO THE INCOME START DATE, in the absence of complete instructions to
either pay the Death Benefit in one sum or under one of the settlement options
being offered, the Contract Value will be moved to the Money Market Fund.

ON OR AFTER THE INCOME START DATE, in the absence of complete instructions
to either pay the Death Benefit in one sum or continue payments, the present
value of the guaranteed remaining payments will be moved to the Money Market
Fund.

Upon receipt of complete instructions, Hartford will proceed as follows: If
the instructions are to resume payments, Hartford will make any payments that
went unpaid since the date Hartford received Written Notice of Due Proof of
Death. Hartford will then reallocate the remaining balance in the Money Market
Fund according to the instructions and resume payments. If the instructions are
to pay the Death Benefit in one sum, Hartford will pay the Death Benefit.

DISTRIBUTION REQUIREMENTS: PRIOR TO
THE INCOME START DATE

The Contract Value will be distributed based on the Contract Owner's or
Annuitant's date of death and the Beneficiary's election:

1) in a single lump sum within five years;

2) under an Annuity Payment Option provided that:

a) Annuity Payments begin within one year of the date of death, and

b) Annuity Payments are made in substantially equal installments over the
life of the Beneficiary, or

c) Annuity Payments are made in substantially equal installments over a
period not greater than the life expectancy of the Beneficiary;

3) if the sole Beneficiary is the spouse of the deceased Contract Owner, he
or she may by Written Notice within one year of the Contract Owner's
death, elect to continue the Contract as the new Contract Owner. If the
spouse so elects, all of his or her rights as Beneficiary cease and if
the deceased Contract Owner was also the sole Annuitant and appointed no
contingent Annuitant, he or she will become the Annuitant; or

4) if the Contract Owner is not an individual, then the "primary Annuitant"
shall be treated as the Contract Owner under 1) and 2) above. For this
purpose, the "primary Annuitant" means 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.

PAYMENTS UNDER THE CONTRACT

Hartford generally makes payments of surrenders, Death Benefits, or any
Annuity Payments within seven days of receipt of all applicable Written Notices
and/or Due
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Proofs of Death. However, Hartford may postpone such payments for any of the
following reasons:

1. when the New York Stock Exchange ("NYSE") is closed for trading other
than customary holiday or weekend closing, or trading on the NYSE is
restricted, as determined by the Commission; or

2. when the Commission by order permits a postponement for the protection of
Contract Owners; or

3. when the Commission determines that an emergency exists that would make
the disposal of securities held in the Separate Account or the
determination of their value not reasonably practicable.

If a recent check or draft has been submitted, Hartford has the right to
defer payment of surrenders, payments upon the death of the Contract Owner or
Annuitant before the Income Start Date, Death Benefits, or Annuity Payments
until the check or draft has been honored.

SELECTING AN ANNUITY PAYMENT OPTION

The Annuity Payment Option specifies the type of annuity to be paid and
determines how long the annuity will be paid, the frequency of payment, and the
amount of each Annuity Payment. The Contract Owner must select the Annuity
Payment Option when applying for the Contract. This election is irrevocable once
the Contract is issued. The Contract Owner must select the Sub-Accounts to which
Contract Value less applicable Premium Tax will be applied. Unless otherwise
directed, Sub-Account values, as they exist on the Annuity Calculation Date, are
used to calculate the first Annuity Payment.

ANNUITY PAYMENT OPTIONS

LIFE ANNUITY. Hartford makes Annuity Payments to the Payee for as long as
the Annuitant lives. Under this Option, a Payee would receive only one Annuity
Payment if the Annuitant dies after the first Annuity Payment, two Annuity
Payments if the Annuitant dies after the second Annuity Payment, etc.

LIFE ANNUITY WITH CASH REFUND. Hartford makes Annuity Payments to the Payee
as long as the Annuitant lives. If the Annuitant dies and the sum of all Annuity
Payments made are less than the Contract Value less Premium Tax used to purchase
Annuity Units on the Annuity Calculation Date, the Beneficiary is entitled to a
Death Benefit. The Death Benefit equals the Contract Value less Premium Tax used
to purchase Annuity Units on the Annuity Calculation Date minus the sum of all
Annuity Payments made. This Option is only available using the 5% A.I.R.

LIFE ANNUITY WITH PAYMENTS GUARANTEED FOR A SPECIFIED NUMBER OF
YEARS. Hartford makes Annuity Payments to the Payee for as long as the
Annuitant lives. At the time this Option is selected, the Contract Owner must
select a specific number of years (a minimum of five years and maximum of: a)
100 minus the Annuitant's age or b) 40 years, whichever is less). If the
Annuitant dies before the specified number of years has passed, the Beneficiary
will have the option of either having the payments continue to the Beneficiary
for the remainder of the period or receiving the Commuted Value in one sum. Some
restrictions apply to Qualified Contracts with regards to the specified number
of years for which payments are guaranteed.

JOINT AND LAST SURVIVOR LIFE ANNUITY. Hartford makes Annuity Payments to
the Payee while both Annuitants are living. After the death of either Annuitant,
Annuity Payments continue to the Payee for as long as the other Annuitant lives.
Under this Option, a Payee would receive only one Annuity Payment if both
Annuitants die after the first Annuity Payment, etc. At the time of purchase the
Contract Owner must elect to have Annuity Payments after the death of the first
Annuitant made in amounts equal to 100%, 66.67% or 50% of the amount that would
otherwise be paid.

JOINT AND LAST SURVIVOR LIFE ANNUITY WITH PAYMENTS GUARANTEED FOR A
SPECIFIED NUMBER OF YEARS. Hartford makes Annuity Payments to the Payee while
both Annuitants are living. After the death of either Annuitant, Annuity
Payments continue to the Payee for as long as the other Annuitant lives. At the
time of purchase, the Contract Owner must elect to have Annuity Payments after
the death of the first Annuitant made in amounts equal to 100%, 66.67% or 50% of
the amount that would otherwise be paid. At the time this Option is selected,
the Contract Owner must select a specific number of years (a minimum of five
years and maximum of 100 minus the younger Annuitant's age). If the Annuitants
die before the specified number of years has passed, the Beneficiary will have
the option of either having the payments continue to the Beneficiary for the
remainder of the period or receiving the Commuted Value in one sum. Some
restrictions apply to Qualified Contracts with regards to the specified number
of years for which payments are guaranteed.

PAYMENTS GUARANTEED FOR A SPECIFIED NUMBER OF YEARS. Hartford makes Annuity
Payments to the Payee for the number of years (a minimum of five years and
maximum of 100 minus the Annuitant's age) selected by the Contract Owner. If the
Annuitant dies before the specified number of years has passed, payments to the
Beneficiary will continue until the specified number of years has elapsed. After
the death of the Annuitant, the Beneficiary will have the option of either
having the payments continue to the Beneficiary for the remainder of the period
or receiving the Commuted Value in one sum. Some restrictions apply to Qualified
Contracts with regards to the specified number of years for which payments are
guaranteed.
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ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY 15
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Prior to the death of the Annuitant, the Contract Owner may elect to receive
the Commuted Value. If the Contract Owner makes this election, Hartford will
deduct the contingent deferred sales charge from the Commuted Value before
paying it to the Contract Owner.

ANNUITY CALCULATION DATE AND
INCOME START DATE

The Contract Owner selects the Income Start Date in the application or order
request. The Annuity Calculation Date will be no more than five Valuation Days
before the Income Start Date. The Contract Value less any applicable Premium Tax
is applied to purchase Annuity Units of the Sub-Accounts selected by the
Contract Owner as of the Annuity Calculation Date. The first Annuity Payment is
computed using the value of such Annuity Units as of the Annuity Calculation
Date.

INCOME PAYMENT DATES

All Annuity Payments after the first Annuity Payment are computed and
payable as of the Income Payment Dates. These dates are the same day of the
month as the Income Start Date based on the Annuity Payment frequency selected
by the Contract Owner and shown on the specification page of the Contract.
Available Annuity Payment frequency includes monthly, quarterly, semi-annual and
annual. The Annuity Payment Frequency may not be changed once selected by the
Contract Owner.

In the event that the Contract Owner does not select a payment frequency,
Annuity Payments will be made monthly.

VARIABLE ANNUITY PAYMENTS

THE FIRST VARIABLE ANNUITY PAYMENT. Variable Annuity Payments are periodic
payments from Hartford to the designated Payee, the amount of which varies from
one Income Payment Date to the next as a function of the net investment
performance of the Sub-Accounts selected by the Contract Owner to support such
Annuity Payments. The dollar amount of the first Variable Annuity Payment
depends on the Annuity Payment Option chosen, the age of the Annuitant, the
gender of the Annuitant (if applicable), the amount of Contract Value applied to
purchase the Annuity Payments, and the applicable annuity purchase rates based
on the 1983a Individual Annuity Mortality table using projection scale G
projected to the year 2000 and an Assumed Investment Return of not less than
3.0%.

The dollar amount of the first Variable Annuity Payment attributable to each
Sub-Account is determined by dividing the dollar amount of the Contract Value
less applicable Premium Tax applied to that Sub-Account on the Annuity
Calculation Date by $1,000 and multiplying the result by the Payment Factor in
the Contract for the selected Annuity Payment Option. The dollar value of the
first Variable Annuity Payment is the sum of the first Variable Annuity Payments
attributable to each Sub-Account.

ANNUITY UNITS. The number of Annuity Units attributable to a Sub-Account is
derived by dividing the first Variable Annuity Payment attributable to that
Sub-Account by the Annuity Unit Value for that Sub-Account for the Valuation
Period ending on the Annuity Calculation Date or during which the Annuity
Calculation Date falls if the Valuation Period does not end on such date. The
number of Annuity Units attributable to each Sub-Account under a Contract
remains fixed unless there is a transfer of Annuity Units between Sub-Accounts.

SUBSEQUENT VARIABLE ANNUITY PAYMENTS. The dollar amount of each subsequent
Variable Annuity Payment attributable to each Sub-Account is determined by
multiplying the number of Annuity Units of that Sub-Account credited under the
Contract by the Annuity Unit Value (described below) for that Sub-Account for
the Valuation Period ending on the Income Payment Date, or during which the
Annuity Payment Date falls if the Valuation Period does not end on such date.
The dollar value of each subsequent Variable Annuity Payment is the sum of the
subsequent Variable Annuity Payments attributable to each Sub-Account.
Notwithstanding the foregoing, when an Income Payment Date would fall on a day
that is not a Valuation Day, the Income Payment is computed as of the Valuation
Day immediately preceding what would have been the Income Payment Date.

The Annuity Unit Value of each Sub-Account for any Valuation Period is equal
to (a) multiplied by (b) divided by (c) where:

(a) is the Net Investment Factor for the Valuation Period for which the
Annuity Unit Value is being calculated;

(b) is the Annuity Unit Value for the preceding Valuation Period; and

(c) is a daily Assumed Investment Return factor (for the 3%, 5% or 6%
Assumed Investment Return) adjusted for the number of days in the Valuation
Period.

The Annuity Unit Factor is equal to one plus the applicable Assumed
Investment Return percentage. Therefore, for 3%, it is 1.03, for 5% it is 1.05
and for 6% it is 1.06. The annual factors can be translated into daily factor of
1.00008098, 1.00013368, and 1.00015965, respectively.

THE ASSUMED INVESTMENT RETURN. The Annuity Unit value will increase or
decrease from one Income Payment Date to the next in direct proportion to the
net investment return of the Sub-Account or Sub-Accounts supporting the Variable
Annuity Payments, less an adjustment to neutralize the selected Assumed
Investment Return. Dividing what would otherwise be the Annuity Unit value by
the Assumed Investment Return factor is necessary in order to adjust the change
in the Annuity Unit value (resulting from the Net
<PAGE>
16 ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
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Investment Factor) so that the Annuity Unit value only changes to the extent
that the Net Investment Factor represents a rate of return greater than or less
than the Assumed Investment Return selected by the Contract Owner. Without this
adjustment, the Net Investment Factor would decrease the Annuity Unit value to
the extent that such value represented an annualized rate of return of less than
0.0% and increase the Annuity Unit value to the extent that such value
represented an annualized rate of return of greater than 0.0%.

The Contract permits Contract Owners to select one of three Assumed
Investment Returns: 3%, 5% or 6%. A higher Assumed Investment Return will result
in a higher initial payment, a more slowly rising series of subsequent payments
when actual investment performance (minus any deductions and expenses) exceeds
the Assumed Investment Return, and a more rapid drop in subsequent payments when
actual investment performance (minus any deductions and expenses) is less than
the Assumed Investment Return. The following examples may help clarify the
impact of selecting one Assumed Investment Return over another:

1. If a Contract Owner selects a 3% ASSUMED INVESTMENT RETURN and if the net
investment return of the Sub-Account for an Annuity Payment period is equal to
the pro-rated portion of the 3% Assumed Investment Return, the Variable Annuity
Payment attributable to that Sub-Account for that period will equal the Annuity
Payment for the prior period. To the extent that such net investment return
exceeds an annualized rate of return of 3% for a payment period, the Annuity
Payment for that period will be greater than the Annuity Payment for the prior
period and to the extent that such return for a period falls short of an
annualized rate of 3%, the Annuity Payment for that period will be less than the
Annuity Payment for the prior period.

2. If a Contract Owner selects a 5% ASSUMED INVESTMENT RETURN and if the net
investment return of the Sub-Account for an Annuity Payment period is equal to
the pro-rated portion of the 5% Assumed Investment Return, the Variable Annuity
Payment attributable to that Sub-Account for that period will equal the Annuity
Payment for the prior period. To the extent that such net investment return
exceeds an annualized rate of return of 5% for a payment period, the Annuity
Payment for that period will be greater than the Annuity Payment for the prior
period and to the extent that such return for a period falls short of an
annualized rate of 5%, the Annuity Payment for that period will be less than the
Annuity Payment for the prior period.

3. If a Contract Owner selects a 6% ASSUMED INVESTMENT RETURN and if the net
investment return of the Sub-Account for an Annuity Payment period is equal to
the pro-rated portion of the 6% Assumed Investment Return, the Variable Annuity
Payment attributable to that Sub-Account for that period will equal the Annuity
Payment for the prior period. To the extent that such net investment return
exceeds an annualized rate of return of 6% for a payment period, the Annuity
Payment for that period will be greater than the Annuity Payment for the prior
period and to the extent that such return for a period falls short of an
annualized rate of 6%, the Annuity Payment for that period will be less than the
Annuity Payment for the prior period.

EXCHANGE ("TRANSFER") OF ANNUITY UNITS. After the Annuity Calculation Date,
the Contract Owner may exchange (i.e., "transfer") the dollar value of a
designated number of Annuity Units of a particular Sub-Account for an equivalent
dollar amount of Annuity Units of another Sub-Account. On the date of the
transfer, the dollar amount of a Variable Annuity Payment generated from the
Annuity Units of either Sub-Account would be the same. Transfers are executed as
of the day Hartford receives Written Notice requesting transfer. For guidelines
refer to "Sub-Account Value Transfers" on page 11.

CONTRACT FEES AND CHARGES
CONTINGENT DEFERRED SALES CHARGE

No sales charge is deducted from the Premium Payment at the time that the
Payment is made. However, a contingent deferred sales charge is deducted when a
Contract Owner elects to receive the Commuted Value under the PAYMENTS
GUARANTEED FOR A SPECIFIED NUMBER OF YEARS Annuity Payment Option.

In the event that surrender charges from the Contracts are not sufficient to
cover the expenses of selling the Contracts, Hartford will bear such expenses.
Conversely, if the revenue from such charges exceeds such expenses, the excess
of revenues from such charges over expenses will be retained by Hartford.

The surrender charge is equal to a percentage of the Commuted Value (not to
exceed the Premium Payment) and is deducted from those values prior to their
being paid.

<TABLE>
<CAPTION>
SURRENDER CHARGE AS A PERCENTAGE
CONTRACT YEAR OF COMMUTED VALUE
- -------------------------- -----------------------------------
<S> <C>
1 6%
2 6%
3 5%
4 5%
5 4%
6 3%
7 2%
8 or more 0%
</TABLE>

PREMIUM TAX CHARGE

Certain states and municipalities impose a tax on Hartford in connection
with the receipt of Premium Payments or Contract Value. This tax can range from
0% to 4% of either the Premium Payment or the Contract Value and is generally
based on the Contract Owner's state of residence. Taxes
<PAGE>
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY 17
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are generally incurred by Hartford as of the Annuity Calculation Date. Hartford
deducts the charge for taxes from the Contract Value on the Annuity Calculation
Date. Some jurisdictions impose a tax on Premium Payments at the time the
Premium Payment is received. In those jurisdictions, Hartford's current practice
is to pay the tax on Premium Payments and then deduct the charge for these taxes
from the Contract Value on a surrender prior to Annuity Calculation Date, or on
the Annuity Commencement Date.

MORTALITY AND EXPENSE RISK CHARGE

Hartford deducts a daily charge from the assets of the Separate Account to
compensate Hartford for mortality and expense risks that Hartford assumes under
the Contracts. The daily charge is at the rate of 0.003446% (approximately
equivalent to an effective annual rate of 1.25%) of the net assets of the
Separate Account. Approximately .90% of this annual charge is for the assumption
of mortality risk and .35% is for the assumption of expense risk.

The mortality risk that Hartford assumes (for life contingency based Annuity
Payment Options) is the risk that Annuitants, as a group, will live for a longer
period of time than Hartford estimated when it established the annuity purchase
rates in the Contract. Because of these guarantees, each Contract Owner is
assured that the Annuitant's longevity will not have an adverse effect on the
Annuity Payments that the Payee receives under Annuity Payment Options based on
life contingencies. Hartford also assumes a mortality risk because the Contracts
guarantee a "death benefit" if the Contract Owner or Annuitant dies before the
Income Start Date.

FUND EXPENSES

The investment performance of each Fund reflects the management fee that the
Fund pays to its investment manager as well as other operating expenses that the
Fund incurs. Investment management fees are generally daily fees computed as a
percent of a Fund's average daily net assets at an annual rate. Please read the
prospectus for each Fund for complete details.
ADDITIONAL CONTRACT INFORMATION
CONTRACT OWNERSHIP

The Contract belongs to the Contract Owner. A Contract Owner may exercise
all of the rights and options described in the Contract. Only the Annuitant may
be the owner of an IRA Contract.

The Contract Owner's rights include the right to: (1) select or change the
Contract Owner, (2) select or change any Beneficiary or contingent Beneficiary,
(3) select or change the Payee while the Annuitant is still alive, (4) allocate
the Premium Payment among and between the Sub-Accounts, (5) transfer Contract
Value among and between the Sub-Accounts, and (6) exchange or transfer Annuity
Units between Sub-Accounts on which Variable Annuity Payments are based.

The rights of owners of Qualified Contracts may be restricted by the terms
of a related employee benefit plan. For example, such plans may require an owner
of a Qualified Contract to obtain the consent of his or her spouse before
exercising certain ownership rights or may restrict withdrawals. See "Federal
Tax Considerations" for more details.

Selection of an Annuitant or Payee who is not the Contract Owner may have
adverse tax consequences. See "Federal Tax Considerations" for more details.

CHANGING THE CONTRACT OWNER OR BENEFICIARY

At any time, after the Cancellation Period, a Contract Owner may transfer
ownership of the Contract subject to Hartford's policies and procedures at the
time of the change.

At any time prior to the death of the Annuitant, the Contract Owner may name
a new Beneficiary by Written Notice unless an irrevocable Beneficiary has
previously been named. When an irrevocable Beneficiary has been designated, the
Contract Owner must provide the irrevocable Beneficiary's written consent to
Hartford before a new Beneficiary is designated.

These changes take effect as of the day the Written Notice was signed and
dated. Hartford is not liable for any payments made under the Contract prior to
the effectiveness of any change. For possible tax consequences of these changes,
see "Federal Tax Considerations."

MISSTATEMENT OF AGE OR SEX

If an age or sex of the Annuitant given to Hartford (in the application or
otherwise) is misstated, Hartford will adjust the benefits it pays under the
Contract to the amount that would have been payable at the correct age or sex.
If Hartford made any underpayments because of any such misstatement, it shall
pay the amount of such underpayment to the Payee or Beneficiary in one sum. If
Hartford makes any overpayments because of a misstatement of age or sex, it
shall deduct from current or future payments due under the Contract, the amount
of such overpayment.

<PAGE>
18 ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
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CHANGE OF CONTRACT TERMS

Upon notice to the Contract Owner, Hartford may modify the Contract to:

1. conform the Contract or the operations of Hartford or of the Separate
Account to the requirements of any law to which the Contract, Hartford or the
Separate Account is subject;

2. assure continued qualification of the Contract as an annuity contract or
a Qualified Contract under the Code;

3. reflect a change (as permitted in the Contract) in the operation of the
Separate Account.

In the event of any such modification, Hartford will make appropriate
endorsements to the Contract.

No modification of this Contract shall be made except over the signature of
the President, a Vice President, an Assistant Vice President or a Secretary of
Hartford. Any modification or waiver must be in writing. No agent may bind
Hartford by making any promise not contained in the Contract.

REPORTS TO CONTRACT OWNERS

Hartford sends each Contract Owner a report at least annually, or more often
as required by law, indicating: the number of Accumulation or Annuity Units and
the dollar value of such units; the Contract Value prior to the Annuity
Calculation Date; the Premium Payment; or surrenders made before the Annuity
Calculation Date; Annuity Payments on or after the Income Start Date; and any
other information required by law.

The reports, which are mailed to Contract Owners at their last known
address, include any information that may be required by the Commission or the
insurance supervisory official of the jurisdiction in which the Contract is
issued.

Hartford also sends any other reports, notices or documents required by law
to be furnished to Owners.

MISCELLANEOUS

NON-PARTICIPATING. The Contract does not participate in the surplus or
profits of Hartford and Hartford does not pay dividends on the Contract.

PROOF OF AGE AND SURVIVAL. Hartford reserves the right to require proof of
the Annuitant's age and gender prior to the Annuity Calculation Date. In
addition, Hartford reserves the right to require proof that the Annuitant is
living before any Income Payment Date.

CONTRACT APPLICATION OR ORDER REQUEST. Hartford issues the Contract in
consideration of the Contract Owner's application or order request and payment
of the Premium. The entire Contract is made up of the Contract and any attached
endorsements or riders. In the absence of fraud, Hartford considers statements
made in the application or order request to be representations and not
warranties. Hartford will not use any statement in defense of a claim or to void
the Contract unless it is contained in the application or order request.
Hartford will not contest the Contract.

VOTING PRIVILEGES

In accordance with current interpretations of applicable law, Hartford votes
Fund shares held in the Separate Account at regular and special shareholder
meetings of the Funds in accordance with instructions received from persons
having voting interests in the corresponding Sub-Accounts.

The number of votes that a Contract Owner has the right to instruct are
calculated separately for each Sub-Account, and may include fractional votes.
Prior to the Annuity Calculation Date, the Contract Owner holds a voting
interest in each Sub-Account to which Variable Contract Value is allocated.
After the Annuity Calculation Date, the Contract Owner has a voting interest in
each Sub-Account from which Variable Annuity Payments are made.

For each Contract Owner prior to the Annuity Calculation Date, the number of
votes attributable to a Sub-Account will be determined by dividing the Contract
Owner's Sub-Account Value by the Net Asset Value Per Share of the Fund in which
that Sub-Account invests. For each Contract Owner after the Annuity Calculation
Date, the number of votes attributable to a Sub-Account is determined by
dividing the liability for future Variable Annuity Payments to be paid from that
Sub-Account by the Net Asset Value Per Share of the Fund in which that
Sub-Account invests. This liability for future payments is calculated on the
basis of the mortality assumptions, the selected Assumed Investment Return and
the Annuity Unit Value of that Sub-Account. As Variable Annuity Payments are
made to the Payee, the liability for future payments decreases as does the
number of votes.

The number of votes available to a Contract Owner are determined as of the
date coinciding with the date established by the Fund for determining
shareholders eligible to vote at the relevant meeting of the Fund's
shareholders. Voting instructions are solicited by written communication prior
to such meeting in accordance with procedures established for the Fund. Each
Contract Owner or Payee having a voting interest in a Sub-Account will receive
proxy materials and reports relating to any meeting of shareholders of the Funds
in which that Sub-Account invests.

Fund shares as to which no timely instructions are received and shares held
by Hartford in a Sub-Account as to which no Owner or Payee has a beneficial
interest are voted in proportion to the voting instructions that are received
with respect to all Contracts participating in that Sub-Account. Voting
instructions to abstain on any item to be
<PAGE>
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY 19
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voted upon are applied to reduce the total number of votes eligible to be cast
on a matter.

FEDERAL TAX CONSIDERATIONS
GENERAL

TAX LAW IS COMPLEX AND TAX CONSEQUENCES WILL VARY ACCORDING TO THE ACTUAL
STATUS OF THE CONTRACT OWNER AND, IF APPLICABLE, THE TYPE OF RETIREMENT PROGRAM
FOR WHICH THE CONTRACT IS PURCHASED. THEREFORE, A PERSON, TRUSTEE OR OTHER
ENTITY CONTEMPLATING THE PURCHASE OF A CONTRACT MAY NEED LEGAL AND TAX ADVICE.

This Prospectus does not provide a detailed description of the federal
income tax consequences of purchasing a Contract. Special tax rules may apply 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 prospective purchaser should always consult a qualified tax
adviser. This discussion is based on Hartford's understanding of current federal
income tax laws as they are currently interpreted.

TAXATION OF HARTFORD AND
THE SEPARATE ACCOUNT

The Separate Account is taxed as part of Hartford which is taxed as a life
insurance company under Subchapter L of Chapter 1 of the Code. Accordingly, the
Separate Account is not separately taxed as a "regulated investment company"
under subchapter M. 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. 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.

TAXATION OF PURCHASERS OF
NON-QUALIFIED CONTRACTS

CORPORATIONS, TRUSTS AND OTHER NON-NATURAL PERSONS. Section 72 of the Code
governs the taxation of annuity contracts and contains provisions relating to
non-natural Contract Owners. Non-natural persons include, among others,
corporations, trusts, and partnerships. In general, unless the non-natural
person holds a Contract as agent for a natural person, the annual net increase
in the value of the Contract is includable in the non-natural person's gross
income for the tax period in which the net increase occurs. There is, however,
an exception to this general rule for certain annuity contracts held by
structured settlement companies, certain annuity contracts held by an employer
with respect to a terminated qualified retirement plan and certain immediate
annuity contracts. For this purpose, an immediate annuity means an annuity that
is purchased with a single premium payment, that has an annuity start date
commencing no later than one year from the date of purchase, and that provides
for a series of substantially equal periodic payments to be made not less
frequently than annually during the annuity period. A non-natural person which
is a tax-exempt entity for federal income tax purposes is not subject to income
tax as a result of Section 72 of the Code.

NATURAL PERSONS. Section 72 generally provides that a Contract Owner is not
taxed on increases in the value of the Contract until an amount distributed from
the Contract is received (or deemed received) by the Contract Owner, either in
the form of Annuity Payments, as contemplated by the Contract, or in some other
form (i.e., surrender or Death Benefit). However, this tax deferral generally
applies only if: (1) the investments in the Separate Account are "adequately
diversified" in accordance with Treasury Department regulations, (2) Hartford,
rather than the Contract Owner, is considered the owner of such assets for
federal income tax purposes, and (3) certain distribution requirements are met
in the event that the Contract Owner dies. These requirements are discussed
further under the caption "Tax Status of the Contract" below.

DISTRIBUTIONS PRIOR TO THE INCOME START DATE. The Contract does not permit
partial withdrawals or partial surrenders or loans. If, however, a Contract is
surrendered prior to the Income Start Date, amounts received by the Contract
Owner are includable in his or her income to the extent that such amounts exceed
the "investment in the contract." For this purpose, the investment in the
contract at any time equals the Premium Payment (to the extent that such Payment
was neither deductible when made nor excludable from income as, for example, in
the case of certain contributions to Qualified Contracts), less any amounts
previously received from the Contract which were not includable in income. Also,
the Surrender Value may be subject to a penalty tax, described below. In
general, an assignment of the Contract (or other change of ownership) without
full and adequate consideration will be treated as a distribution from the
Contract and taxed in the same manner as a surrender (except where the Contract
is transferred between spouses or incident to a divorce).

The Contract provides that upon the death of Contract Owner, Annuitant or
Joint Annuitant, the Beneficiary will receive the Contract Value. This
distribution is includable in the Beneficiary's income as follows: (1) if
distributed in a lump sum, it is taxed in the same manner as a surrender, (2) if
it is distributed in the form of Annuity Payments, it is taxed in the same
manner as Annuity Payments (see below).
<PAGE>
20 ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
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DISTRIBUTIONS AFTER THE INCOME START DATE. The portion of each Annuity
Payment taxable as ordinary income is equal to the excess of the Annuity Payment
over the "exclusion amount." The "exclusion amount" is the investment in the
Contract (described above), adjusted for any guaranteed period, divided by the
number of Annuity Payments expected to be made (determined by Treasury
Department regulations that take into account the Annuitant's life expectancy
and the Annuity Payment Option elected). After the dollar amount of the
investment in the Contract, adjusted for any guaranteed period, is deemed to be
recovered, the entire amount of each Annuity Payment is fully includable in
income. Nonetheless, should the Annuity Payments cease before the adjusted
investment in the Contract is fully recovered, a deduction is allowed for the
unrecovered amount of the adjusted investment in the Contract. Where a
guaranteed period of Annuity Payments is selected and the Annuitant does not
live to the end of that period, the Annuity Payments for the remainder of the
period are includable in income as follows: (1) if distributed in a lump sum,
they are included in income to the extent that they exceed the unrecovered
investment in the Contract at that time, or (2) if received as Annuity Payments,
they are fully excluded from income until the remaining investment in the
Contract is deemed to be recovered. All Annuity Payments thereafter are fully
includable in income.

PENALTY TAX ON CERTAIN DISTRIBUTIONS. Distributions received (or deemed
received) from a Contract (before or after the Income Start Date) may be subject
to a penalty tax equal to 10% of the amount treated as taxable income. In
general, however, there is no penalty tax on distributions:

1. made on or after a taxpayer reaches age 59 1/2;

2. made on or after the death of the Contract Owner;

3. attributable to a taxpayer's becoming disabled;

4. that are part of a series of substantially equal periodic payments (not
less frequently than annually) for the life (or the life expectancy) of the
taxpayer or the joint lives (or joint life expectancies) of the taxpayer and his
or her designated beneficiary;

5. made under certain annuities issued in connection with structured
settlement agreements; and

6. made under an annuity contract that is purchased with a single premium
payment when the annuity date is no later than a year from purchase and
substantially equal periodic payments are made, not less frequently than
annually, during the annuity payment period.

AGGREGATION OF TWO OR MORE CONTRACTS. All non-qualified deferred annuity
contracts that are issued by Hartford (or its affiliates) to the same owner
during any calendar year are treated as one annuity contract for purposes of
determining the amount includable in gross income under Section 72(e) of the
Code. The effects of this rule are not yet clear; however, it could affect the
time when income is taxable and the amount that might be subject to the 10%
penalty tax described above. In addition, the Treasury Department has specific
authority to issue regulations that prevent the avoidance of Section 72(e) of
the Code through the serial purchase of annuity contracts or otherwise. There
may also be other situations in which the Treasury Department may conclude that
it would be appropriate to aggregate two or more deferred or immediate annuity
contracts purchased by the same owner. Accordingly, a Contract Owner should
consult a competent tax adviser before purchasing more than one annuity contract
in a calendar year.

POSSIBLE CHANGES IN TAXATION. In past years, legislation has been proposed
that would have adversely modified the federal taxation of certain annuity
contracts. For example, one such proposal would have changed the tax treatment
of non-qualified annuities that did not have "substantial life contingencies" by
taxing income as it is credited to the annuity contract. Although as of the date
of this Prospectus Congress is not considering any legislation regarding
taxation of annuity contracts, there is always the possibility that the tax
treatment of annuities could change by legislation or other means (such as IRS
regulations, revenue rulings, judicial decisions, etc.). Moreover, it is also
possible that any change could be retroactive (that is, effective prior to the
date of the change).

CONTRACTS OBTAINED THROUGH A TAX-FREE EXCHANGE OF OTHER ANNUITY OR LIFE
INSURANCE CONTRACTS. Section 1035 of the Code generally provides that no gain
or loss shall be recognized on the exchange of one annuity contract for another.
If the surrendered contract was issued prior to August 14, 1982, the tax rules
formerly provided that the surrender was taxable only to the extent the amount
received exceeds the owner's investment in the contract will and continue to
apply to amounts allocable to investments in that contract prior to August 14,
1982. In contrast, contracts issued after January 19, 1985 in a Code Section
1035 exchange are treated as new contracts for purposes of the penalty and
distribution-at-death rules. Special rules and procedures apply to Section 1035
transactions. Prospective Contract Owners wishing to take advantage of Section
1035 should consult their tax adviser.

TAX STATUS OF THE CONTRACTS. The foregoing discussion assumes that the
Contracts qualify as "annuity contracts" for federal income tax purposes under
the Code.

DIVERSIFICATION REQUIREMENTS. Section 817(h) of the Code provides that
separate account investments underlying a contract must be "adequately
diversified" in accordance with Treasury Department regulations in order for the
contract to qualify as an annuity contract under Section 72 of the Code. The
Separate Account, through each underlying Fund, intends to comply with the
diversification requirements prescribed in regulations under Section 817(h) of
the Code, which affect how the assets in

<PAGE>
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY 21
- --------------------------------------------------------------------------------

the various Sub-Accounts may be invested. Although Hartford does not have direct
control over the Funds in which the Separate Account invests, Hartford believes
that each Fund will meet the diversification requirements, and therefore, the
Contract will be treated as an annuity contract under the Code.

The Treasury Department has issued diversification regulations which
generally require, in effect, among other things, that no more than 55% of the
value of the total assets of each Fund 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.

In certain circumstances, owners of variable annuity contracts may be
considered the owners, for federal income tax purposes, of the assets of the
separate account used to support their contracts. In those circumstances, income
and gains from the separate account assets would be includable in the variable
annuity contract owner's gross income. The IRS has stated in published rulings
that a variable contract owner will be considered the owner of separate account
assets if the contract owner possesses incidents of ownership in those assets,
such as the ability to exercise investment control over the assets. The Treasury
Department has also announced, in connection with the issuance of regulations
concerning investment diversification, that those regulations "do not provide
guidance concerning the circumstances in which investor control of the
investments of a segregated asset account may cause the investor (i.e., the
contract owner), rather than the insurance company, to be treated as the owner
of the assets in the account." This announcement also states that guidance would
be issued by way of regulations or rulings on the "extent to which policyholders
may direct their investments to particular Sub-Accounts without being treated as
owners of the underlying assets." As of the date of this Prospectus, no such
guidance has been issued.

The ownership rights under the Contracts are similar to, but different in
certain respects from, those described by the IRS in rulings in which it was
determined that contract owners were not owners of separate account assets. For
example, the Contract Owner has the choice of several Sub-Accounts in which to
allocate the Premium Payment and Contract Value, and may be able to transfer
Contract Value among Sub-Accounts more frequently than in such rulings. In
addition, the Contract provides for more Sub-Accounts than did the variable
contracts that were the subject of the such rulings. These differences could
result in a Contract Owner being treated as the owner of the assets of the
Separate Account. In addition, Hartford does not know what standards will be set
forth, if any, in the regulations or rulings which the Treasury Department has
stated it expects to issue. Hartford therefore reserves the right to modify the
Contract as necessary to attempt to prevent the Contract Owner from being
considered the owner of the Separate Account's assets.

REQUIRED DISTRIBUTIONS. In order to be treated as an annuity contract for
federal income tax purposes, Section 72(s) of the Code requires any
Non-Qualified Contract to provide that: (a) if any Contract Owner dies on or
after the Income Start Date but prior to the time the entire interest in the
Contract has been distributed, the remaining portion of such interest will be
distributed at least as rapidly as under the method of distribution being used
as of the date of that Contract Owner's death; and (b) if any Contract Owner
dies prior to the Income Start Date, the entire interest in the Contract will be
distributed within five years after the date of the Contract Owner's death.
These requirements will be considered satisfied as to any portion of the
Contract Owner's interest that is payable to or for the benefit of a "designated
beneficiary," and that is distributed over the life of such Beneficiary or over
a period not extending beyond the life expectancy of that Beneficiary, provided
that such distributions begin within one year of that Contract Owner's death.
The Contract Owner's "designated beneficiary" is the person designated by such
Contract Owner as a Beneficiary and must be a natural person. However, if the
Contract Owner's sole designated beneficiary is the surviving spouse of the
Contract Owner, the Contract may be continued with the surviving spouse as the
new Contract Owner. The requirements further provide that if the Contract Owner
is not an individual, the primary Annuitant shall be treated as the Contract
Owner for purposes of making distributions that 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. The Contract does
not permit a change of the Annuitants, however.

Non-Qualified Contracts contain provisions that are intended to comply with
the requirements of Section 72(s) of the Code, although no regulations
interpreting these requirements have yet been issued. Hartford will review such
provisions and modify them if necessary to assure that they comply with the
requirements of Code Section 72(s) when clarified by regulation or otherwise.

TAXATION OF PURCHASERS OF QUALIFIED CONTRACTS

The Contracts are designed for use as Individual Retirement Annuities
("IRAs") or in connection with Deferred Compensation Plans established and
maintained by state or local governments or tax-exempt organizations. Important
differences exist between the tax rules which are applicable to IRAs and
Deferred Compensation Plans. These rules are complex and may vary depending on
individual circumstances. Adverse tax consequences may result from
<PAGE>
22 ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

distributions prior to age 59 1/2 (subject to certain exceptions); distributions
that do not conform to applicable commencement and minimum distribution rules;
aggregate distributions in excess of a specified annual amount; and in other
circumstances. Therefore, no attempt is made to provide more than general
information about the use of the Contracts as IRAs or when owned by eligible
employers in connection with Deferred Compensation Plans. Contract Owners,
Annuitants, and Beneficiaries are cautioned that the rights of any person to any
benefits under a Deferred Compensation Plan may be subject to the terms and
conditions of the plan itself, regardless of the terms and conditions of the
Contract, but that Hartford is not bound by the terms and conditions of such
plans to the extent such terms conflict with the Contract, unless Hartford
specifically consents to be bound. A brief description of some of the federal
income tax rules which apply to IRAs and Deferred Compensation Plans is set
forth below. Hartford may amend the Contract as necessary to conform it to the
requirements of applicable law.

INDIVIDUAL RETIREMENT ANNUITIES. The Contract is designed for use as an IRA
purchased through a tax-deferred rollover contribution from another IRA, a
retirement plan qualified under Section 401 or Section 403(a) of the Code or tax
sheltered annuity contract under Section 403(b) of the Code. Amounts held under
a Deferred Compensation Plan under Section 457 of the Code CANNOT be rolled over
or transferred to an IRA.

DISTRIBUTIONS FROM AN IRA. In general, payments from an IRA which are not
rolled over must be included in gross income as ordinary taxable income in the
year in which they are received. Required minimum distributions must begin by
April 1 of the calendar year following the calendar year in which the IRA owner
attains the age of 70 1/2. Certain other mandatory distribution rules apply upon
the death of the IRA owner.

TEN PERCENT PENALTY TAX ON EARLY DISTRIBUTIONS. Distributions received (or
deemed received) from an IRA may be subject to a penalty tax equal to ten
percent (10%) of the amount treated as taxable income. In general, however,
there is no such penalty tax on distributions:

1. made on or after the date on which the taxpayer reaches age 59 1/2,

2. made to a beneficiary (or to the estate of the taxpayer) on or after the
death of the taxpayer,

3. attributable to the taxpayer's becoming disabled, or

4. which are part of a series of substantially equal periodic payments (not
less frequently than annually) made for the life (or life expectancy) of the
taxpayer or the joint lives (or joint life expectancies) of the taxpayer and his
or her designated beneficiary.

In addition, effective for distributions from an IRA made after December 31,
1996, there is no such penalty tax on distributions:

5. made to the taxpayer to the extent such distributions do not exceed the
amount allowable as a deduction for federal income tax purposes allowed to the
taxpayer for amounts paid during the taxable year for medical care, or

6. if certain conditions are met, made to an unemployed taxpayer after
separation from employment, for health insurance premiums.

CODE SECTION 457 DEFERRED COMPENSATION PLANS. The Contracts may be
purchased by a state or local government or tax-exempt organization that is an
employer sponsoring a Deferred Compensation Plan under Section 457 of the Code
in order to effect distribution of plan benefits to participants under the plan.
In general, distributions from a Deferred Compensation Plan are prohibited
unless made after the participant attains the age specified in the plan,
separates from service, dies, or suffers an unforeseeable financial emergency.
Distributions under plans that meet the requirements of Section 457 of the Code
are taxable as ordinary income in the year paid or made available to the
participant or beneficiary.

Generally, required minimum distributions must begin by April 1 of the
calendar year following the calendar year in which the participating employee
attains the age of 70 1/2. Certain other mandatory distribution rules apply upon
the death of the participating employee.

Amounts held under a Deferred Compensation Plan under Section 457 of the
Code CANNOT be rolled over or transferred to an IRA.

FEDERAL INCOME TAX WITHHOLDING

The portion of a distribution from a Contract that is taxable income to the
recipient is generally subject to withholding for the recipient's federal income
tax liability at rates that vary according to the type of distribution and the
recipient's tax status. Section 3405 of the Code governs withholding and is
summarized below:

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.

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
<PAGE>
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY 23
- --------------------------------------------------------------------------------

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.

DEFERRED COMPENSATION PLANS. Distributions from a non-qualified deferred
compensation plan meeting the requirements of Section 457 of the Code are
generally subject to regular wage withholding rules.

Certain states also require withholding of state income tax whenever federal
income tax is withheld.

CONTRACT OWNERS THAT ARE NONRESIDENT
ALIENS OR FOREIGN CORPORATIONS

The discussion above provides general information regarding U.S. federal
income tax consequences to Contract Owners 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 and any required tax forms are submitted to
Hartford. 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 adviser regarding U.S., state, and foreign taxation
with respect to the purchase of a Contract.

OTHER TAX CONSEQUENCES

As noted above, the foregoing comments about the federal tax consequences
under these Contracts are not exhaustive, and special rules may apply to other
tax situations not discussed in the Prospectus. Further, the federal income tax
consequences discussed herein reflect Hartford's understanding of current law
and the law may change. Federal estate and state and local estate, inheritance
and other tax consequences of ownership or receipt of distributions under a
Contract depend on the individual circumstances of each Contract Owner or
recipient of the distribution. In particular, gift and/or estate tax
consequences may result in situations where the Contract Owner is not also the
Annuitant, Payee, and Beneficiary. A competent tax adviser should be consulted
for further information.

OTHER INFORMATION
DISTRIBUTION OF THE CONTRACTS

Hartford Securities Distribution Company, Inc. ("HSD"), which is located at
200 Hopmeadow Street, Simsbury, CT 06070, is principal underwriter and
distributor of the Contracts. HSD is an affiliate of Hartford, is registered
with the Commission as a broker-dealer, and is a member of the National
Association of Securities Dealers, Inc. Hartford pays HSD for acting as
principal underwriter under a distribution agreement. The Contracts are offered
on a continuous basis and Hartford does not anticipate discontinuing the offer.

Applications for Contracts are solicited by agents who are licensed by
applicable state insurance authorities to sell Hartford's insurance contracts
and who are also registered representatives of a broker-dealer having a selling
agreement with HSD. Such broker-dealers will generally receive commissions based
on a percent of Premium Payments made (up to a maximum of 6%). The writing agent
will receive a percentage of these commissions from the respective
broker-dealer, depending on the practice of that broker-dealer. Contract Owners
do not pay these commissions.

LEGAL PROCEEDINGS

There are no legal proceedings to which the Separate Account is a party or
to which the assets of the Separate Account are subject.

FINANCIAL STATEMENTS

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, 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 to Notes to Statutory Financial Statements. The
principal business address of Arthur Andersen LLP is One Financial Plaza,
Hartford, CT 06103.

<PAGE>
24 ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

ILLUSTRATIONS OF ANNUITY PAYMENTS
ASSUMING HYPOTHETICAL RATES OF RETURN

The following graph has been prepared to show how investment performance
could affect Variable Annuity Payments over time. The graph illustrates the
"performance" of a Non-Qualified Contract under which monthly Variable Annuity
Payments are paid under three hypothetical rate of return scenarios. Of course,
the illustrations merely represent what Variable Annuity Payments might be paid
under a HYPOTHETICAL Non-Qualified Contract.

WHAT THE GRAPHS ILLUSTRATE. Each curve plotted on the graph illustrates the
"performance" of a hypothetical Non-Qualified Contract (described in more detail
below) assuming a different hypothetical rate of return for a single Sub-Account
supporting the Contract by plotting one point for each contract year. Each such
annual point on the graph represents the average of twelve monthly Variable
Annuity Payments made in that contract year under the hypothetical Contract
(hereinafter, an "Average Monthly Payment"). Each curve on the graph assumes
that the initial Variable Annuity Payment under the hypothetical Contract is
$1,000 (discussed in more detail below).

HYPOTHETICAL RATES OF RETURN. The Variable Annuity Payments reflect three
different assumptions for a constant investment return before fees and expenses:
0%, 6% and 12%. Net of all expenses, these constant returns are: -1.85%, 4.15%
and 10.15%. Average Monthly Payments reflect the assumed investment return net
of all expenses of the illustrated Sub-Account (and the Funds) over the periods
shown in each graph. Fund management fees and operating expenses are assumed to
be at an annual rate of 0.60% of their average daily net assets. This is the
weighted average of Fund expenses shown in the fee table on page 5. The
mortality and expense risk charge is assumed to be at an annual rate of 1.25% of
the illustrated Sub-Account's average daily net assets.

Nevertheless, THE AVERAGE MONTHLY PAYMENTS DEPICTED IN THE GRAPH ARE BASED
ON HYPOTHETICAL CONTRACTS AND HYPOTHETICAL INVESTMENT RESULTS AND ARE NOT
PROJECTIONS OR INDICATIONS OF FUTURE RESULTS. HARTFORD DOES NOT GUARANTEE OR
EVER SUGGEST THAT ANY SUB-ACCOUNT OR CONTRACT ISSUED BY IT WOULD GENERATE THESE
OR SIMILAR AVERAGE MONTHLY PAYMENTS FOR ANY PERIOD OF TIME. THE GRAPHS ARE FOR
ILLUSTRATION PURPOSES ONLY AND DO NOT REPRESENT FUTURE VARIABLE ANNUITY PAYMENTS
OR FUTURE INVESTMENT RETURNS. Variable Annuity Payments under a real Contract
may be more or less than those forming the basis for the Average Monthly
Payments shown in these illustrations if the actual returns of the Sub-Accounts
selected by a Contract Owner are different from the hypothetical returns.
Because it is very likely that a Sub-Account's investment return will fluctuate
over time, one can expect Variable Annuity Payments under a real Contract to
fluctuate. Moreover, under a real Contract, the total amount of Variable Annuity
Payments ultimately received by a Payee depends upon which Annuity Payment
Option the Contract Owner selects and, for life contingent annuity payment
options, how long the Annuitant lives. See "Selecting An Annuity Payment Option"
on page 14.

For a discussion of how a Contract Owner may elect to receive monthly,
quarterly, semi-annual or annual Variable Annuity Payments, see "Income Payment
Dates" on page 15.

ASSUMED INVESTMENT RETURN. Among the most important factors that determines
that amount of Variable Annuity Payments is the Assumed Investment Return
selected by the Contract Owner. The hypothetical Contract has an Assumed
Investment Return of 5%. A Contract Owner may, however, select a 3%, 5% or 6%
Assumed Investment Return under a real Contract. Generally, Variable Annuity
Payments will increase in size from one Income Payment Date to the next if the
annualized net rate of return during that time is greater than the Assumed
Investment Return, and will decrease if the annualized net rate of return over
this period is less than the Assumed Investment Return. (The Assumed Investment
Return is an important component of the Payment Factor.) For a detailed
discussion of Assumed Investment Returns, see "Variable Annuity Payments" on
page 15.

<PAGE>
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY 25
- --------------------------------------------------------------------------------

annuity purchase rates in the Contract at the time it is purchased (I.E., the
Payment Factor), the age of the Annuitant, and, in most cases (E.G.,
Non-Qualified Contracts), the sex of the Annuitant. For each of the
illustrations, the entire Contract Value under the hypothetical Contract is
allocated to a Sub-Account having a constant investment return before fees and
expenses of 0%, 6%, or 12%. However, for a real Contract, Contract Value is
often allocated among several Sub-Accounts prior to the Annuity Calculation
Date. The dollar amount of the first Variable Annuity Payment attributable to
each Sub-Account is determined under a real Contract by dividing the dollar
amount of Contract Value (less applicable Premium Tax) applied to that
Sub-Account on the Annuity Calculation Date by $1,000, and multiplying the
result by the annuity Payment Factor in the Contract for the selected Annuity
Payment Option. The dollar value of the first Variable Annuity Payment is the
sum of the first Variable Annuity Payments attributable to each Sub-Account. For
a detailed discussion of how the first Variable Annuity Payment is determined,
see "Variable Annuity Payments" on page 15.

<PAGE>
26 ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

HYPOTHETICAL ILLUSTRATIONS

<TABLE>
<CAPTION>
HYPOTHETICAL 0% GROSS RATE HYPOTHETICAL 6% GROSS RATE HYPOTHETICAL 12% GROSS RATE
AVERAGE MONTHLY PAYMENT AVERAGE MONTHLY PAYMENT AVERAGE MONTHLY PAYMENT
FOR EACH YEAR SHOWN FOR EACH YEAR SHOWN FOR EACH YEAR SHOWN
$1,000 INITIAL PAYMENT; 5% AIR $1,000 INITIAL PAYMENT; 5% AIR $1,000 INITIAL PAYMENT; 5% AIR
- ---------------------------------- ---------------------------------- ----------------------------------
AVERAGE ANNUAL AVERAGE ANNUAL AVERAGE ANNUAL
CONTRACT MONTHLY PERCENTAGE CONTRACT MONTHLY PERCENTAGE CONTRACT MONTHLY PERCENTAGE
YEAR PAYMENT CHANGE YEAR PAYMENT CHANGE YEAR PAYMENT CHANGE
- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 970 1 996 1 1,022
2 906 -6.52% 2 988 -0.81% 2 1,072 4.90%
3 847 -6.52% 3 980 -0.81% 3 1,125 4.90%
4 792 -6.52% 4 972 -0.81% 4 1,180 4.90%
5 740 -6.52% 5 964 -0.81% 5 1,238 4.90%
6 692 -6.52% 6 957 -0.81% 6 1,299 4.90%
7 647 -6.52% 7 949 -0.81% 7 1,363 4.90%
8 605 -6.52% 8 941 -0.81% 8 1,429 4.90%
9 565 -6.52% 9 934 -0.81% 9 1,499 4.90%
10 528 -6.52% 10 926 -0.81% 10 1,573 4.90%
11 494 -6.52% 11 919 -0.81% 11 1,650 4.90%
12 462 -6.52% 12 911 -0.81% 12 1,731 4.90%
13 432 -6.52% 13 904 -0.81% 13 1,816 4.90%
14 403 -6.52% 14 896 -0.81% 14 1,905 4.90%
15 377 -6.52% 15 889 -0.81% 15 1,999 4.90%
16 353 -6.52% 16 882 -0.81% 16 2,097 4.90%
17 330 -6.52% 17 875 -0.81% 17 2,199 4.90%
18 308 -6.52% 18 868 -0.81% 18 2,307 4.90%
19 288 -6.52% 19 861 -0.81% 19 2,420 4.90%
20 269 -6.52% 20 854 -0.81% 20 2,539 4.90%
</TABLE>

[GRAPH]

[Line graph with number of contract years (one through twenty) as the horizontal
axis and dollar amounts ($0 through $5000 in $1000 increments) as the vertical
axis, depicting three lines, each representing average monthly payments for one
of the three available Assumed Investment Returns (0% rate, 6% rate and 12%
rate).]
<PAGE>
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY 27
- --------------------------------------------------------------------------------

ILLUSTRATIONS OF ANNUITY PAYMENTS
USING HISTORIC RATES OF RETURN

The following graphs have been prepared to show how investment performance
affects Variable Annuity Payments over time. These graphs illustrate the
"performance" of a Non-Qualified Contract under which Variable Annuity Payments
begin at the end of the month that the Contract was issued which is the same
month that each Sub-Account illustrated began operations. Of course, Hartford
did not sell Contracts prior to the date of this Prospectus (i.e., during any of
the time periods shown) and therefore the illustrations merely represent what
Variable Annuity Payments might have been under a HYPOTHETICAL Non-Qualified
Contract had one existed during the years shown.

WHAT THE GRAPHS ILLUSTRATE. Each graph illustrates the "performance" of a
particular Sub-Account based on hypothetical Non-Qualified Contract (described
in more detail below) by plotting one point for each calendar year since the
Sub-Account began operations. Each such annual point on the graph represents the
average of twelve monthly Variable Annuity Payments made in that year under the
hypothetical Contract. Each graph assumes that the initial Variable Annuity
Payment under the hypothetical Contract is $1,000 (discussed in more detail
below). All of the graphs end on July 31, 1997 and the point plotted for 1997
represents the average of the seven monthly Variable Annuity Payments made under
the hypothetical Contract up to that time in 1997. Likewise, where a Sub-Account
began operations in mid-year, the point for the first year represents the
average of monthly Variable Annuity Payments made (which is fewer than 12) under
the hypothetical Contract during that year. The points therefore represent, in
each case, the average monthly Variable Annuity Payment (hereinafter, an
"Average Monthly Payment").

Average Monthly Payments reflect the actual PAST investment return after all
expenses of the Sub-Accounts over the periods shown in each graph. Nevertheless,
THE AVERAGE MONTHLY PAYMENTS DEPICTED IN THE GRAPHS ARE BASED ON HYPOTHETICAL
CONTRACTS AND PAST INVESTMENT RESULTS AND ARE NOT PROJECTIONS OR INDICATIONS OF
FUTURE RESULTS. HARTFORD DOES NOT GUARANTEE OR EVEN SUGGEST THAT ANY CONTRACT
ISSUED BY IT WOULD GENERATE THESE OR SIMILAR VARIABLE ANNUITY PAYMENTS FOR ANY
PERIOD OF TIME. THE GRAPHS ARE FOR ILLUSTRATION PURPOSES ONLY AND DO NOT
REPRESENT FUTURE VARIABLE ANNUITY PAYMENTS OR FUTURE INVESTMENT RETURNS.
Variable Annuity Payments under a real Contract may be more or less than those
forming the basis for the Average Monthly Payments shown in these illustrations
if the actual returns of the Sub-Accounts selected by a Contract Owner are
different from the past returns of the Sub-Accounts. Because it is very likely
that a Sub-Account's investment return will fluctuate over time, one can expect
Variable Annuity Payments under a real Contract to fluctuate. Moreover, under a
real Contract, the total amount of Variable Annuity Payments ultimately received
by a Payee depends upon which Annuity Payment Option the Contract Owner selects
and, for life contingent annuity options, how long the Annuitant lives. See
"Selecting An Annuity Payment Option" on page 13.

ASSUMPTIONS ON WHICH THE HYPOTHETICAL CONTRACT IS BASED. In order to
illustrate a hypothetical Contract, Hartford had to make several assumptions
about the Contract. These assumptions are that: (1) the hypothetical Contract is
a Non-Qualified Contract, (2) the entire Contract Value of the hypothetical
Contract is allocated (on the Annuity Calculation Date) to the Sub-Account being
illustrated, (3) the Contract Owner selected an Assumed Investment Return of 5%,
(4) the Contract Owner elects to receive monthly Variable Annuity Payments and
elects an Income Start Date that is the last day of the month in which the
Contract was issued, (5) the Contract Value (less any applicable premium tax)
applied to the purchase of Annuity Units on the Annuity Calculation Date under
the Annuity Payment Option selected results in an initial Variable Annuity
Payment of $1,000, and (6) the Income Start Date is the last day of the month
that the Sub-Account illustrated began operations. TO THE EXTENT THAT A REAL
CONTRACT IS ISSUED BY HARTFORD ON A BASIS DIFFERENT FROM THE FOREGOING
ASSUMPTIONS, THAT REAL CONTRACT WOULD HAVE HAD AVERAGE MONTHLY PAYMENTS
DIFFERENT FROM THOSE ILLUSTRATED EVEN DURING THE PERIODS ILLUSTRATED.

For a discussion of how a Contract Owner may elect to receive monthly,
quarterly, semi-annual or annual Variable Annuity Payments, see "Income Payment
Dates" on page 14.

<PAGE>
28 ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

Annual Percentage Change column reflect the performance of the Sub-Account being
illustrated without adjustment for an Assumed Investment Return.

THE $1,000 INITIAL ANNUITY PAYMENT. The hypothetical Contract has an
initial Variable Annuity Payment of $1,000. The dollar amount of the first
Variable Annuity Payment under a real Contract generally depends upon the
Annuity Payment Option selected by the Contract Owner, the amount of Contract
Value applied to purchase the Variable Annuity Payments, the annuity purchase
rates in the Contract at the time it is purchased (i.e., the Payment Factor),
the age of the Annuitant, and, in most cases (e.g., Non-Qualified Contracts),
the sex of the Annuitant. For each of the illustrations, the entire Contract
Value under the hypothetical Contract is allocated to the Sub-Account shown in
the illustrations. However, for a real Contract, Contract Value is often
allocated among several Sub-Accounts prior to the Annuity Calculation Date. The
dollar amount of the first Variable Annuity Payment attributable to each
Sub-Account is determined under a real Contract by dividing the dollar amount of
Contract Value (less applicable Premium Tax) applied to that Sub-Account on the
Annuity Calculation Date by $1,000, and multiplying the result by the annuity
Payment Factor in the Contract for the selected Annuity Payment Option. The
dollar value of the first Variable Annuity Payment is the sum of the first
Variable Annuity Payments attributable to each Sub-Account. For a detailed
discussion of how the first Variable Annuity Payment is determined, see
"Variable Annuity Payments" on page 14.

Historical rates of return illustrations for the Hartford MidCap Fund are
unavailable because the Fund's inception date was on July 1997, the month on
which the graphs end.

<PAGE>
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY 29
- --------------------------------------------------------------------------------

HARTFORD ADVISERS FUND SUB-ACCOUNT

<TABLE>
<CAPTION>
AVERAGE MONTHLY PAYMENT FOR EACH YEAR OR PARTIAL
YEAR SHOWN
$1,000 INITIAL PAYMENT: 5% AIR
- --------------------------------------------------
AVERAGE ANNUAL
CALENDAR MONTHLY SUB-ACCOUNT
YEAR PAYMENT RETURN
- ---------- ---------- ----------
<S> <C> <C>
1977
1978
1979
1980
1981
1982
1983 * 990 1.26%
1984 948 6.05%
1985 1,078 25.26%
1986 1,253 11.27%
1987 1,337 4.66%
1988 1,322 12.71%
1989 1,479 20.24%
1990 1,459 0.01%
1991 1,584 18.88%
1992 1,630 6.96%
1993 1,731 10.86%
1994 1,688 -3.94%
1995 1,821 26.74%
1996 2,042 15.14%
1997 ** 2,313 22.32%
</TABLE>

<TABLE>
<CAPTION>
NON-STANDARDIZED AVERAGE ANNUAL TOTAL
RETURNS
FOR THE PERIODS ENDED 7/31/1997***
- ------------------------------------------
<S> <C>
1 Year 36.09%
5 Year 14.77%
10 Year 11.45%
Since Inception 12.16%
</TABLE>

<TABLE>
<CAPTION>
STANDARDIZED AVERAGE ANNUAL TOTAL
RETURNS
FOR THE PERIODS ENDED 7/31/1997***
- -------------------------------------
<S> <C>
1 Year 30.09%
5 Year 14.30%
10 Year 11.45%
Since Inception 12.16%
</TABLE>

[GRAPH]

[Line graph with number of calendar years (1977-1997) as the horizontal axis and
dollar amounts ($0 through $5000 in $1000 increments) as the vertical axis,
depicting one line, representing the average monthly payments based on the
historic performance of the Hartford Advisers Fund Sub-Account.]
* Fund inception was 4/83. Therefore, the Average Monthly Payment represents the
average monthly payment from April 1983 to December 1983. The Annual Sub-Account
Return is based on the period from April 1983 to December 1983.
** Fund performance is through 7/97. Therefore, the 1997 Average Monthly Payment
represents the average monthly payment from January 1997 to July 1997. The
Annual Sub-Account Return is based on the period from January 1997 to July 1997.
*** Standardized Average Annual Total Returns differ from Non-Standardized
Average Annual Total Returns in that the former reflect a deduction for the
Contingent Deferred Sales Charge where the latter do not.
<PAGE>
30 ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

HARTFORD CAPITAL APPRECIATION FUND SUB-ACCOUNT

<TABLE>
<CAPTION>
AVERAGE MONTHLY PAYMENT FOR EACH YEAR OR PARTIAL
YEAR SHOWN
$1,000 INITIAL PAYMENT: 5% AIR
- --------------------------------------------------
AVERAGE ANNUAL
CALENDAR MONTHLY SUB-ACCOUNT
YEAR PAYMENT RETURN
- ---------- ---------- ----------
<S> <C> <C>
1977
1978
1979
1980
1981
1982
1983
1984 * 1,038 9.16%
1985 1,237 34.37%
1986 1,485 7.65%
1987 1,496 -5.55%
1988 1,451 24.67%
1989 1,694 22.60%
1990 1,550 -12.02%
1991 1,852 52.16%
1992 2,100 15.55%
1993 2,492 19.30%
1994 2,562 1.26%
1995 2,897 28.63%
1996 3,328 19.20%
1997 ** 3,688 23.15%
</TABLE>

<TABLE>
<CAPTION>
NON-STANDARDIZED AVERAGE ANNUAL TOTAL RETURNS
FOR THE PERIODS ENDED 7/31/1997***
- ---------------------------------------------
<S> <C>
1 Year 43.05%
5 Year 21.75%
10 Year 15.45%
Since Inception 17.04%
</TABLE>

<TABLE>
<CAPTION>
STANDARDIZED AVERAGE ANNUAL TOTAL RETURNS
FOR THE PERIODS ENDED 7/31/1997***
- ---------------------------------------------
<S> <C>
1 Year 37.05%
5 Year 21.38%
10 Year 15.45%
Since Inception 17.04%
</TABLE>

[GRAPHS]

[Line graph with number of calendar years (1977-1997) as the horizontal axis and
dollar amounts ($0 through $5000 in $1000 increments) as the vertical axis,
depicting one line, representing the average monthly payments based on the
historic performance of the Hartford Capital Appreciation Fund Sub-Account.]
* Fund inception was 4/84. Therefore, the Average Monthly Payment represents the
average monthly payment from April 1984 to December 1984. The Annual Sub-Account
Return is based on the period from April 1984 to December 1984.
** Fund performance is through 7/97. Therefore, the 1997 Average Monthly Payment
represents the average monthly payment from January 1997 to July 1997. The
Annual Sub-Account Return is based on the period from January 1997 to July 1997.
*** Standardized Average Annual Total Returns differ from Non-Standardized
Average Annual Total Returns in that the former reflect a deduction for the
Contingent Deferred Sales Charge where the latter do not.
<PAGE>
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY 31
- --------------------------------------------------------------------------------

HARTFORD INDEX FUND SUB-ACCOUNT

<TABLE>
<CAPTION>
AVERAGE MONTHLY PAYMENT FOR EACH YEAR OR PARTIAL
YEAR SHOWN
$1,000 INITIAL PAYMENT: 5% AIR
- --------------------------------------------------
AVERAGE ANNUAL
CALENDAR MONTHLY SUB-ACCOUNT
YEAR PAYMENT RETURN
- ---------- ---------- ----------
<S> <C> <C>
1977
1978
1979
1980
1981
1982
1983
1984
1985
1986
1987 * 978 -14.02%
1988 890 14.75%
1989 1,049 28.73%
1990 1,035 -5.24%
1991 1,145 27.93%
1992 1,205 5.49%
1993 1,256 7.76%
1994 1,228 -0.31%
1995 1,401 34.85%
1996 1,653 20.58%
1997 ** 1,962 28.80%
</TABLE>

<TABLE>
<CAPTION>
NON-STANDARDIZED AVERAGE ANNUAL TOTAL RETURNS
FOR THE PERIODS ENDED 7/31/1997***
- ---------------------------------------------
<S> <C>
1 Year 49.28%
5 Year 18.37%
10 Year 12.77%
Since Inception 13.51%
</TABLE>

<TABLE>
<CAPTION>
STANDARDIZED AVERAGE ANNUAL TOTAL RETURNS
FOR THE PERIODS ENDED 7/31/1997***
- ---------------------------------------------
<S> <C>
1 Year 43.28%
5 Year 17.96%
10 Year 12.77%
Since Inception 13.51%
</TABLE>

[GRAPH]

[Line graph with number of calendar years (1977-1997) as the horizontal axis and
dollar amounts ($0 through $5000 in $1000 increments) as the vertical axis,
depicting one line, representing the average monthly payments based on the
historic performance of the Hartford Index Fund Sub-Account.]
* Fund inception was 5/87. Therefore, the Average Monthly Payment represents the
average monthly payment from May 1987 to December 1987. The Annual Sub-Account
Return is based on the period from May 1987 to December 1987.
** Fund performance is through 7/97. Therefore, the 1997 Average Monthly Payment
represents the average monthly payment from January 1997 to July 1997. The
Annual Sub-Account Return is based on the period from January 1997 to July 1997.
*** Standardized Average Annual Total Returns differ from Non-Standardized
Average Annual Total Returns in that the former reflect a deduction for the
Contingent Deferred Sales Charge where the latter do not.
<PAGE>
32 ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

HARTFORD INTERNATIONAL OPPORTUNITIES SUB-ACCOUNT

<TABLE>
<CAPTION>
AVERAGE MONTHLY PAYMENT FOR EACH YEAR OR PARTIAL
YEAR SHOWN
$1,000 INITIAL PAYMENT: 5% AIR
- --------------------------------------------------
AVERAGE ANNUAL
CALENDAR MONTHLY SUB-ACCOUNT
YEAR PAYMENT RETURN
- ---------- ---------- ----------
<S> <C> <C>
1977
1978
1979
1980
1981
1982
1983
1984
1985
1986
1987
1988
1989
1990 * 900 -12.18%
1991 890 11.60%
1992 869 -5.62%
1993 911 32.07%
1994 999 -3.15%
1995 967 12.51%
1996 1,056 11.53%
1997 ** 1,103 12.71%
</TABLE>

<TABLE>
<CAPTION>
NON-STANDARDIZED AVERAGE ANNUAL TOTAL RETURNS
FOR THE PERIODS ENDED 7/31/1997***
- ---------------------------------------------
<S> <C>
1 Year 21.68%
5 Year 11.59%
10 Year --
Since Inception 7.52%
</TABLE>

<TABLE>
<CAPTION>
STANDARDIZED AVERAGE ANNUAL TOTAL RETURNS
FOR THE PERIODS ENDED 7/31/1997***
- ---------------------------------------------
<S> <C>
1 Year 15.68%
5 Year 11.08%
10 Year --
Since Inception 7.52%
</TABLE>

[GRAPH]

[Line graph with number of calendar years (1977-1997) as the horizontal axis and
dollar amounts ($0 through $5000 in $1000 increments) as the vertical axis,
depicting one line, representing the average monthly payments based on the
historic performance of the Hartford International Opportunities Fund
Sub-Account.]
* Fund inception was 7/90. Therefore, the Average Monthly Payment represents the
average monthly payment from July 1990 to December 1990. The Annual Sub-Account
Return is based on the period from July 1990 to December 1990.
** Fund performance is through 7/97. Therefore, the 1997 Average Monthly Payment
represents the average monthly payment from January 1997 to July 1997. The
Annual Sub-Account Return is based on the period from January 1997 to July 1997.
*** Standardized Average Annual Total Returns differ from Non-Standardized
Average Annual Total Returns in that the former reflect a deduction for the
Contingent Deferred Sales Charge where the latter do not.
<PAGE>
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY 33
- --------------------------------------------------------------------------------

HVA MONEY MARKET FUND SUB-ACCOUNT

<TABLE>
<CAPTION>
AVERAGE MONTHLY PAYMENT FOR EACH YEAR OR PARTIAL
YEAR SHOWN
$1,000 INITIAL PAYMENT: 5% AIR
- --------------------------------------------------
AVERAGE ANNUAL
CALENDAR MONTHLY SUB-ACCOUNT
YEAR PAYMENT RETURN
- ---------- ---------- ----------
<S> <C> <C>
1977
1978
1979
1980 * 1,009 5.09%
1981 1,074 14.29%
1982 1,162 12.39%
1983 1,212 8.01%
1984 1,254 9.35%
1985 1,296 7.19%
1986 1,313 5.45%
1987 1,311 5.17%
1988 1,319 6.06%
1989 1,347 7.77%
1990 1,375 6.76%
1991 1,386 4.72%
1992 1,364 2.35%
1993 1,324 1.66%
1994 1,286 2.67%
1995 1,272 4.45%
1996 1,261 3.86%
1997 ** 1,251 2.29%
</TABLE>

<TABLE>
<CAPTION>
NON-STANDARDIZED AVERAGE ANNUAL TOTAL RETURNS
FOR THE PERIODS ENDED 7/31/1997***
- ---------------------------------------------
<S> <C>
1 Year 3.96%
5 Year 3.14%
10 Year 4.48%
Since Inception 6.37%
</TABLE>

<TABLE>
<CAPTION>
STANDARDIZED AVERAGE ANNUAL TOTAL RETURNS
FOR THE PERIODS ENDED 7/31/1997***
- ---------------------------------------------
<S> <C>
1 Year -2.04%
5 Year 2.43%
10 Year 4.48%
Since Inception 6.37%
</TABLE>

[GRAPH]

[Line graph with number of calendar years (1977-1997) as the horizontal axis and
dollar amounts ($0 through $5000 in $1000 increments) as the vertical axis,
depicting one line, representing the average monthly payments based on the
historic performance of the HVA Money Market Sub-Account.]
* Fund inception was 6/80. Therefore, the Average Monthly Payment represents the
average monthly payment from June 1980 to December 1980. The Annual Sub-Account
Return is based on the period from June 1980 to December 1980.
** Fund performance is through 7/97. Therefore, the 1997 Average Monthly Payment
represents the average monthly payment from January 1997 to July 1997. The
Annual Sub-Account Return is based on the period from January 1997 to July 1997.
*** Standardized Average Annual Total Returns differ from Non-Standardized
Average Annual Total Returns in that the former reflect a deduction for the
Contingent Deferred Sales Charge where the latter do not.
<PAGE>
34 ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

HARTFORD SMALL COMPANY FUND SUB-ACCOUNT

<TABLE>
<CAPTION>
NON-STANDARDIZED AVERAGE ANNUAL TOTAL RETURNS
FOR THE PERIODS ENDED 7/31/1997***
- ---------------------------------------------
<S> <C>
1 Year --
5 Year --
10 Year --
Since Inception 21.95%****
</TABLE>

<TABLE>
<CAPTION>
STANDARDIZED AVERAGE ANNUAL TOTAL RETURNS
FOR THE PERIODS ENDED 7/31/1997***
- ---------------------------------------------
<S> <C>
1 Year --
5 Year --
10 Year --
Since Inception 15.95%****
</TABLE>

[GRAPH]

[Line graph with number of calendar years (1977-1997) as the horizontal axis and
dollar amounts ($0 through $5000 in $1000 increments) as the vertical axis,
depicting one line, representing the average monthly payments based on the
historic performance of the Hartford Small Company Sub-Account.]
* Fund inception was 8/96. Therefore, the Average Monthly Payment represents the
average monthly payment from August 1996 to December 1996. The Annual
Sub-Account Return is based on the period from August 1996 to December 1996.
** Fund performance is through 7/97. Therefore, the 1997 Average Monthly Payment
represents the average monthly payment from January 1997 to July 1997. The
Annual Sub-Account Return is based on the period from January 1997 to July 1997.
*** Standardized Average Annual Total Returns differ from Non-Standardized
Average Annual Total Returns in that the former reflect a deduction for the
Contingent Deferred Sales Charge where the latter do not.
**** Since this fund is less than 1 year old, this figure represents Cumulative
Total Net Return.
<PAGE>
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY 35
- --------------------------------------------------------------------------------

HARTFORD BOND FUND SUB-ACCOUNT

<TABLE>
<CAPTION>
AVERAGE MONTHLY PAYMENT FOR EACH YEAR OR PARTIAL
YEAR SHOWN
$1,000 INITIAL PAYMENT: 5% AIR
- --------------------------------------------------
AVERAGE ANNUAL
CALENDAR MONTHLY SUB-ACCOUNT
YEAR PAYMENT RETURN
- ---------- ---------- ----------
<S> <C> <C>
1977 * 998 1.00%
1978 979 1.34%
1979 959 1.63%
1980 929 4.91%
1981 932 9.12%
1982 1,045 26.16%
1983 1,132 1.48%
1984 1,121 11.78%
1985 1,262 19.11%
1986 1,396 10.78%
1987 1,360 -1.26%
1988 1,364 6.25%
1989 1,397 10.73%
1990 1,416 7.06%
1991 1,506 15.02%
1992 1,579 4.23%
1993 1,645 8.86%
1994 1,541 -5.14%
1995 1,585 17.01%
1996 1,596 2.24%
1997 ** 1,615 6.44%
</TABLE>

<TABLE>
<CAPTION>
NON-STANDARDIZED AVERAGE ANNUAL TOTAL RETURNS
FOR THE PERIODS ENDED 7/31/1997***
- ---------------------------------------------
<S> <C>
1 Year 11.40%
5 Year 5.75%
10 Year 7.28%
Since Inception 7.73%
</TABLE>

<TABLE>
<CAPTION>
STANDARDIZED AVERAGE ANNUAL TOTAL RETURNS
FOR THE PERIODS ENDED 7/31/1997***
- ---------------------------------------------
<S> <C>
1 Year 5.40%
5 Year 5.10%
10 Year 7.28%
Since Inception 7.73%
</TABLE>

[GRAPH]

[Line graph with number of calendar years (1977-1997) as the horizontal axis and
dollar amounts ($0 through $5000 in $1000 increments) as the vertical axis,
depicting one line, representing the average monthly payments based on the
historic performance of the Hartford Bond Fund Sub-Account.]
* Fund inception was 8/77. Therefore, the Average Monthly Payment represents the
average monthly payment from August 1977 to December 1977. The Annual
Sub-Account Return is based on the period from August 1977 to December 1977.
** Fund performance is through 7/97. Therefore, the 1997 Average Monthly Payment
represents the average monthly payment from January 1997 to July 1997. The
Annual Sub-Account Return is based on the period from January 1997 to July 1997.
*** Standardized Average Annual Total Returns differ from Non-Standardized
Average Annual Total Returns in that the former reflect a deduction for the
Contingent Deferred Sales Charge where the latter do not.
<PAGE>
36 ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

HARTFORD DIVIDEND AND GROWTH FUND SUB-ACCOUNT

<TABLE>
<CAPTION>
NON-STANDARDIZED AVERAGE ANNUAL TOTAL RETURNS
FOR THE PERIODS ENDED 7/31/1997***
- ---------------------------------------------
<S> <C>
1 Year 43.24%
5 Year --
10 Year --
Since Inception 23.81%
</TABLE>

<TABLE>
<CAPTION>
STANDARDIZED AVERAGE ANNUAL TOTAL RETURNS
FOR THE PERIODS ENDED 7/31/1997***
- ---------------------------------------------
<S> <C>
1 Year 37.24%
5 Year --
10 Year --
Since Inception 23.08%
</TABLE>

[GRAPH]

[Line graph with number of calendar years (1977-1997) as the horizontal axis and
dollar amounts ($0 through $5000 in $1000 increments) as the vertical axis,
depicting one line, representing the average monthly payments based on the
historic performance of the Hartford Dividend and Growth Fund Sub-Account.]
* Fund inception was 3/94. Therefore, the Average Monthly Payment represents the
average monthly payment from March 1994 to December 1994. The Annual Sub-Account
Return is based on the period from March 1994 to December 1994.
** Fund performance is through 7/97. Therefore, the 1997 Average Monthly Payment
represents the average monthly payment from January 1997 to July 1997. The
Annual Sub-Account Return is based on the period from January 1997 to July 1997.
*** Standardized Average Annual Total Returns differ from Non-Standardized
Average Annual Total Returns in that the former reflect a deduction for the
Contingent Deferred Sales Charge where the latter do not.
<PAGE>
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY 37
- --------------------------------------------------------------------------------

HARTFORD INTERNATIONAL ADVISERS FUND SUB-ACCOUNT

<TABLE>
<CAPTION>
NON-STANDARDIZED AVERAGE ANNUAL TOTAL RETURNS
FOR THE PERIODS ENDED 7/31/1997***
- ---------------------------------------------
<S> <C>
1 Year 17.79%
5 Year --
10 Year --
Since Inception 14.60%
</TABLE>

<TABLE>
<CAPTION>
STANDARDIZED AVERAGE ANNUAL TOTAL RETURNS
FOR THE PERIODS ENDED 7/31/1997***
- ---------------------------------------------
<S> <C>
1 Year 11.79%
5 Year --
10 Year --
Since Inception 12.86%
</TABLE>

[GRAPH]

[Line graph with number of calendar years (1977-1997) as the horizontal axis and
dollar amounts ($0 through $5000 in $1000 increments) as the vertical axis,
depicting one line, representing the average monthly payments based on the
historic performance of the Hartford International Advisers Fund Sub-Account.]
* Fund inception was 3/95. Therefore, the Average Monthly Payment represents the
average monthly payment from March 1995 to December 1995. The Annual Sub-Account
Return is based on the period from March 1995 to December 1995.
** Fund performance is through 7/97. Therefore, the 1997 Average Monthly Payment
represents the average monthly payment from January 1997 to July 1997. The
Annual Sub-Account Return is based on the period from January 1997 to July 1997.
*** Standardized Average Annual Total Returns differ from Non-Standardized
Average Annual Total Returns in that the former reflect a deduction for the
Contingent Deferred Sales Charge where the latter do not.
<PAGE>
38 ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

HARTFORD MORTGAGE FUND SUB-ACCOUNT

<TABLE>
<CAPTION>
AVERAGE MONTHLY PAYMENT FOR EACH YEAR OR PARTIAL
YEAR SHOWN
$1,000 INITIAL PAYMENT: 5% AIR
- --------------------------------------------------
AVERAGE ANNUAL
CALENDAR MONTHLY SUB-ACCOUNT
YEAR PAYMENT RETURN
- ---------- ---------- ----------
<S> <C> <C>
1977
1978
1979
1980
1981
1982
1983
1984 * 1,000
1985 1,064 19.13%
1986 1,162 9.75%
1987 1,151 1.36%
1988 1,170 7.03%
1989 1,205 11.74%
1990 1,239 8.35%
1991 1,324 13.31%
1992 1,365 3.35%
1993 1,372 4.99%
1994 1,297 -2.83%
1995 1,336 14.73%
1996 1,348 3.77%
1997 ** 1,361 4.81%
</TABLE>

<TABLE>
<CAPTION>
NON-STANDARDIZED AVERAGE ANNUAL TOTAL RETURNS
FOR THE PERIODS ENDED 7/31/1997***
- ---------------------------------------------
<S> <C>
1 Year 9.17%
5 Year 4.97%
10 Year 6.99%
Since Inception 7.76%
</TABLE>

<TABLE>
<CAPTION>
STANDARDIZED AVERAGE ANNUAL TOTAL RETURNS
FOR THE PERIODS ENDED 7/31/1997***
- ---------------------------------------------
<S> <C>
1 Year 3.17%
5 Year 4.31%
10 Year 6.99%
Since Inception 7.76%
</TABLE>

[GRAPH]

[Line graph with number of calendar years (1977-1997) as the horizontal axis and
dollar amounts ($0 through $5000 in $1000 increments) as the vertical axis,
depicting one line, representing the average monthly payments based on the
historic performance of the Hartford Mortgage Fund Sub-Account.]
* Fund inception was 12/84. Therefore, the Average Monthly Payment for December
1984.
** Fund performance is through 7/97. Therefore, the 1997 Average Monthly Payment
represents the average monthly payment from January 1997 to July 1997. The
Annual Sub-Account Return is based on the period from January 1997 to July 1997.
*** Standardized Average Annual Total Returns differ from Non-Standardized
Average Annual Total Returns in that the former reflect a deduction for the
Contingent Deferred Sales Charge where the latter do not.
<PAGE>
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY 39
- --------------------------------------------------------------------------------

HARTFORD STOCK FUND SUB-ACCOUNT

<TABLE>
<CAPTION>
AVERAGE MONTHLY PAYMENT FOR EACH YEAR OR PARTIAL
YEAR SHOWN
$1,000 INITIAL PAYMENT: 5% AIR
- --------------------------------------------------
AVERAGE ANNUAL
CALENDAR MONTHLY SUB-ACCOUNT
YEAR PAYMENT RETURN
- ---------- ---------- ----------
<S> <C> <C>
1977 * 999 1.72%
1978 992 3.55%
1979 1,044 21.10%
1980 1,228 29.61%
1981 1,349 -0.64%
1982 1,311 19.81%
1983 1,652 12.50%
1984 1,500 -0.70%
1985 1,718 29.85%
1986 2,052 10.93%
1987 2,305 4.09%
1988 2,172 17.51%
1989 2,536 24.49%
1990 2,450 -5.07%
1991 2,701 23.07%
1992 2,758 8.68%
1993 2,982 12.92%
1994 2,980 -3.11%
1995 3,306 32.43%
1996 3,937 22.83%
1997 ** 4,713 29.97%
</TABLE>

<TABLE>
<CAPTION>
NON-STANDARDIZED AVERAGE ANNUAL TOTAL RETURNS
FOR THE PERIODS ENDED 7/31/1997***
- ---------------------------------------------
<S> <C>
1 Year 48.84%
5 Year 19.98%
10 Year 13.08%
Since Inception 14.23%
</TABLE>

<TABLE>
<CAPTION>
STANDARDIZED AVERAGE ANNUAL TOTAL RETURNS
FOR THE PERIODS ENDED 7/31/1997***
- ---------------------------------------------
<S> <C>
1 Year 42.84%
5 Year 19.59%
10 Year 13.08%
Since Inception 14.23%
</TABLE>

[GRAPH]

[Line graph with number of calendar years (1977-1997) as the horizontal axis and
dollar amounts ($0 through $5000 in $1000 increments) as the vertical axis,
depicting one line, representing the average monthly payments based on the
historic performance of the Hartford Stock Fund Sub-Account.]
* Fund inception was 8/77. Therefore, the Average Monthly Payment represents the
average monthly payment from August 1977 to December 1977. The Annual
Sub-Account Return is based on the period from August 1977 to December 1977.
** Fund performance is through 7/97. Therefore, the 1997 Average Monthly Payment
represents the average monthly payment from January 1997 to July 1997. The
Annual Sub-Account Return is based on the period from January 1997 to July 1997.
*** Standardized Average Annual Total Returns differ from Non-Standardized
Average Annual Total Returns in that the former reflect a deduction for the
Contingent Deferred Sales Charge where the latter do not.
<PAGE>
40 ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

TABLE OF CONTENTS
FOR
STATEMENT OF ADDITIONAL INFORMATION

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
DESCRIPTION OF ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY........
CALCULATION OF YIELD AND RETURN.......................................
Yield of the HVA Money Market Fund Sub-Account......................
Yield of the Hartford Bond Fund and Hartford Mortgage Securities
Fund Sub-Accounts..................................................
Calculation of Total Return.........................................
PERFORMANCE COMPARISONS...............................................
Yield and Total Return..............................................
VARIABLE ANNUITY PAYMENTS.............................................
Annuity Unit Value..................................................
Illustration of Calculation of Annuity Unit Value...................
Illustration of Variable Annuity Payments...........................
OTHER INFORMATION.....................................................
</TABLE>

<PAGE>

PART B

STATEMENT OF ADDITIONAL INFORMATION

Individual Single Premium Payment Immediate Variable Annuity Contract

ITT Hartford Life and Annuity Insurance Company
and
ITT Hartford Life and Annuity Insurance Company Separate Account One

THIS STATEMENT OF ADDITIONAL INFORMATION, DATED NOVEMBER 10, 1997, IS NOT A
PROSPECTUS. THIS STATEMENT OF ADDITIONAL INFORMATION SHOULD BE READ IN
CONJUNCTION WITH THE PROSPECTUS DATED NOVEMBER 10, 1997 FOR HARTFORD LIFE
INSURANCE COMPANY ("HARTFORD") SINGLE PURCHASE PAYMENT IMMEDIATE VARIABLE
ANNUITY CONTRACT WHICH IS REFERRED TO HEREIN.

THE PROSPECTUS SETS FORTH INFORMATION THAT A PROSPECTIVE INVESTOR SHOULD KNOW
BEFORE PURCHASING A CONTRACT. FOR A COPY OF THE PROSPECTUS, SEND A WRITTEN
REQUEST TO THE HOME OFFICE AT 200 HOPMEADOW STREET, SIMSBURY, CONNECTICUT 06070,
OR TELEPHONE 1-800-862-6668.

<PAGE>

TABLE OF CONTENTS

DESCRIPTION OF HARTFORD LIFE INSURANCE COMPANY. . . . . . . . . . . . . .

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

Yield of the HVA Money Market Fund Sub-Account. . . . . . . . . . . .

Yield of the Hartford Bond Fund and Hartford Mortgage
Securities Fund Sub-Accounts . . . . . . . . . . . . . . . . . . .

Calculation of Total Return . . . . . . . . . . . . . . . . . . . . .

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

Yield and Total Return. . . . . . . . . . . . . . . . . . . . . . . .

VARIABLE ANNUITY PAYMENTS . . . . . . . . . . . . . . . . . . . . . . . .

Annuity Unit Value. . . . . . . . . . . . . . . . . . . . . . . . . .

Illustration of Calculation of Annuity Unit Value . . . . . . . . . .

Illustration of Variable Annuity Payments . . . . . . . . . . . . . .

OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . .

<PAGE>

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. 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 controlled by The Hartford Financial Services
Group, Inc., a Delaware corporation.

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.

CALCULATION OF YIELD AND RETURN

YIELD OF THE HVA MONEY MARKET FUND SUB-ACCOUNT

As summarized in the Prospectus under the heading "Performance Related
Information," the yield of the HVA 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 accumulation unit of the Sub-Account at the beginning
of the period, subtracting a hypothetical charge reflecting deductions from
Contract Owner accounts, and dividing the difference by the value of the
account at the beginning of the base period to obtain the base period return,
and then 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 effective yield is calculated by compounding the base period return by
adding 1, raising the sum to a power equal to 365/7 and subtracting 1 from
the result, according to the following formula:

367/7
Effective Yield = [(Base Period Return + 1) ] - 1

The HVA 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.

HVA MONEY MARKET FUND SUB-ACCOUNT

The yield and effective yield for the seven day period ending September 30,
1997 for the HVA Money Market Fund Sub-Account was as follows:

Yield 3.86%
Effective Yield 3.94%

2
<PAGE>

YIELDS OF THE 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 Hartford Bond Fund and Hartford Mortgage Securities
Fund Sub-Accounts' yields will vary from time to time depending upon market
conditions and, the composition of the underlying funds' portfolios. Yield
should also be considered relative to changes in the value of the
Sub-Accounts' shares and to the relative risks associated with the investment
objectives and policies of the Hartford Bond Fund and Hartford Mortgage
Securities Fund.

The yield reflects recurring charges on the Separate Account level.

HARTFORD BOND FUND AND
HARTFORD MORTGAGE SECURITIES FUND SUB-ACCOUNTS

Yield calculations of the Sub-Accounts used for illustration purposes reflect
the interest earned by the Sub-Accounts, less applicable asset charges
assessed against a Contract Owner's account over the base period. Yield
quotations based on a 30 day period ended September 30, 1997 were computed by
dividing the dividends and interests earned during the period by the maximum
offering price per unit on the last day of the period, according to the
following formula:

Example:

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

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

Hartford Bond Fund
Yield = 4.87%

Hartford Mortgage Securities Fund
Yield = 5.21%

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.

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; (2) assuming redemption at the end of the
period and deducting any applicable

3
<PAGE>

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.

The following are the standardized average annual total return quotations for
the Sub-Accounts for the period ended September 30, 1997.

Since
Sub-Accounts Inception 1 Year 5 Year 10 Year
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Hartford Advisers Fund 10.01% 19.05% 11.34% 9.07%
Hartford Bond Fund 5.65% 1.25% 1.77% 5.39%
Hartford Capital Appreciation Fund 15.73% 26.25% 20.50% 13.59%
Hartford Dividend and Growth Fund 19.13% 27.11% n/a n/a
Hartford Index Fund 10.71% 28.90% 15.44% 9.92%
Hartford International Advisers Fund 8.45% 5.17% n/a n/a
Hartford International Opportunities Fund 3.69% 7.20% 8.26% n/a
Hartford MidCap Fund (3.12)% n/a n/a n/a
Hartford Money Market Fund 4.36% (5.02)% (0.57)% 1.77%
Hartford Mortgage Securities Fund 5.59% (.59)% 1.35% 5.08%
Hartford Small Company Fund 20.40% 17.36% n/a n/a
Hartford Stock Fund 12.63% 28.03% 16.89% 10.23%

</TABLE>

4
<PAGE>

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 following are the non-standardized annualized total return quotations for
the Sub-Accounts for the period ended September 30, 1997.

Since
Sub-Accounts Inception 1 Year 5 Year 10 Year
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Hartford Advisers Fund 11.92% 28.05% 14.49% 11.46%
Hartford Bond Fund 7.68% 10.25% 5.44% 7.71%
Hartford Capital Appreciation Fund 17.25% 35.25% 23.02% 15.91%
Hartford Dividend and Growth Fund 22.87% 36.11% n/a n/a
Hartford Index Fund 13.20% 37.90% 18.49% 12.57%
Hartford International Advisers Fund 13.32% 14.17% n/a n/a
Hartford International Opportunities Fund 6.96% 16.20% 11.39% n/a
Hartford MidCap Fund 5.88% 8.41% 5.06% 7.41%
Hartford Money Market Fund 6.35% 3.98% 3.21% 4.46%
Hartford Mortgage Securities Fund 7.72% 8.41% 5.06% 7.41%
Hartford Small Company Fund 30.60% 26.36% n/a n/a
Hartford Stock Fund 14.02% 37.03% 19.78% 12.82%

</TABLE>

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 or prospective
shareholders. Each Sub-Account may from time to time include its yield and
total return in advertisements or information furnished to present or
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 and Morningstar, Inc. 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

5
<PAGE>

represents about 80% of the market value of all issues traded on the New York
Stock Exchange.

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

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

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

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

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

VARIABLE ANNUITY PAYMENTS

ANNUITY UNIT VALUE

The value of an Annuity Unit is calculated at the same time that the value of an
Accumulation Unit is calculated and is based on the same values for Fund shares
and other assets and liabilities. (See "Annuity Payments" in the Prospectus.)
The Annuity Unit Value for each Sub-Account's first Valuation Period was set at
$10. The Annuity Unit Value of each Sub-Account for any subsequent Valuation
Period is equal to (a) multiplied by (b) divided by (c) where:

(a) is the Net Investment Factor for the Valuation Period for which the
Annuity Unit Value is being calculated;

(b) is the Annuity Unit Value for the preceding Valuation Period; and

(c) is a daily Assumed Investment Return factor (for the 3%, 5% or 6%
Assumed Investment Return) adjusted for the number of days in the
Valuation Period.

The Assumed Investment Return factor is equal to one plus the applicable
percentage. Therefore, for 3%, it is 1.03, for 4% it is 1.04 and for 6% it is
1.06. The annual factors can be translated into daily factor of 1.000080986,
1.00010746, and 1.000159654, respectively.

6
<PAGE>

If a Contract Owner selects a 5% Assumed Investment Return rate and if the
net investment return of the Sub-Account for an Annuity Payment period is
equal to the pro-rated portion of the 5% Assumed Investment Return, the
Variable Annuity Payment attributable to that Sub-Account for that period
will equal the Payment for the prior period. To the extent that such net
investment return exceeds an annualized rate of return of 5% for a Payment
period, the Payment for that period will be greater than the Payment for the
prior period and to the extent that such return for a period falls short of
an annualized rate of 5%, the Payment for that period will be less than the
Payment for the prior period.

The following illustrations show, by use of hypothetical examples, the method
of determining the Annuity Unit Value and the amount of several Variable
Annuity Payments based on one Sub-Account.

ILLUSTRATION OF CALCULATION OF ANNUITY UNIT VALUE

1. Annuity Unit Value for immediately preceding
Valuation Period 10.00000000
2. Net Investment Factor 1.00036164
3. Daily factor to compensate for Assumed Investment Return of 5% 1.00013368
4. Adjusted Net Investment Factor (2)/(3) 1.00028063
5. Annuity Unit Value for current Valuation Period (4)x(1) 10.00280630

ILLUSTRATION OF VARIABLE ANNUITY PAYMENTS
(assuming no premium tax is applicable)

1. Number of Accumulation Units at Annuity Date 1,000.00
2. Accumulation Unit Value 12.55548000
3. Adjusted Contract Value (1)x(2) $12,555.48
4. First monthly Annuity Payment per $1,000 of
adjusted Contract Value $ 9.63
5. First monthly Annuity Payment (3)x(4)/1,000 $ 120.91
6. Annuity Unit Value 10.00280630
7. Number of Annuity Units (5)/(6) 12.08760785
8. Assume Annuity Unit value for second month equal to 10.04000000
9. Second Monthly Annuity Payment (7)X(8) $ 121.36
10. Assume Annuity Unit value for third month equal to 10.05000000
11. Third Monthly Annuity Payment (7)X(10) $ 121.48

OTHER INFORMATION

A registration statement has been filed with the Securities and Exchange
Commission ("SEC") under the Securities Act of 1933, as amended, with respect to
the Contracts discussed in this Statement of Additional Information. Not all
the information set forth in the registration statement, amendments and exhibits
thereto has been included in this Statement of Additional Information.
Statements contained in this Statement of Additional Information concerning the
content of the Contracts and other legal instruments are summaries. For a
complete statement of the terms of these documents, reference should be made to
the instruments filed with the SEC.

7
<PAGE>

PART I. FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

The following unaudited financial statements, reflect, in the opinion of
management, all adjustments which are of normal recurring nature necessary to
present fairly the financial position, the results of operations and the cash
flows for the periods presented. Certain reclassifications of prior year
results were made to conform to current presentation. Interim results are not
indicative of the results which may be expected for any other interim period
or the full year. Statements contained in this discussion, other than
statements of historical fact, are forward-looking statements. These
statements are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. The forward-looking statements are
made based upon management's expectations and beliefs concerning future
developments and their potential effect on Hartford Life Insurance Company
("the Company"). There can be no assurance that future developments will be
in accordance with management's expectations or that the effect of these
future developments on the Company will be those anticipated by management.
Actual results could differ materially from those expected by the Company,
depending on the outcome of certain factors, including those described with
the forward-looking statements. For a description of accounting policies, see
Note 1 to Consolidated Financial Statements in the 1996 Form 10-K. The
Company is an indirect subsidiary of Hartford Life, Inc. ("HLI"). Accordingly,
the financial statements presented below are a partial disclosure of HLI's
financials. For a full disclosure of HLI's operations, refer to the HLI 10Q,
as filed with the Securities and Exchange Commission as of June 30, 1997.

HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in millions)

QUARTER ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
-------------------- ----------------------
1997 1996 1997 1996
--------- --------- ----------- ---------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
Revenues
Premiums and other considerations........................................... $ 323 $ 299 $ 633 $ 943
Net investment income....................................................... 322 318 659 651
Net realized capital gains(losses).......................................... 0 (1) 4 (1)
--------- --------- ----------- ---------
Total revenues.......................................................... 645 616 1,296 1,593
--------- --------- ----------- ---------
Benefits, claims and expenses
Benefits, claims and claim adjustment expenses.............................. 310 392 652 788
Amortization of deferred policy acquisition costs........................... 91 63 172 129
Dividends to policyholders.................................................. 18 61 72 347
Other insurance expenses.................................................... 117 34 190 198
--------- --------- ----------- ---------
Total benefits, claims and expenses..................................... 536 550 1,086 1,462
--------- --------- ----------- ---------
Income before income tax expense............................................ 109 66 210 131
Income tax expense.......................................................... 35 23 73 45
--------- --------- ----------- ---------
Net income.................................................................. $ 74 $ 43 $ 137 $ 86
--------- --------- ----------- ---------
--------- --------- ----------- ---------
</TABLE>

<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(IN MILLIONS EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1997 1996
----------- ------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Investments:
Fixed maturities, available for sale, at fair value (amortized cost $13,797
and $13,579)................................................................ $ 13,844 $ 13,624
Equity securities, available for sale, at fair value.......................... 137 119
Mortgage loans, at outstanding balance........................................ -- 2
Policy loans, at outstanding balance.......................................... 3,754 3,836
Other investments, at cost.................................................... 50 54
---------- ----------
Total investments............................................................. 17,785 17,635

Cash............................................................................ 77 43
Premiums and amounts receivable................................................. 58 137
Reinsurance recoverable......................................................... 6,362 6,259
Accrued investment income....................................................... 359 407
Deferred policy acquisition costs............................................... 2,989 2,760
Deferred income tax............................................................. 466 474
Other assets.................................................................... 308 357
Separate account assets......................................................... 58,970 49,690
---------- ----------
Total assets.................................................................. $ 87,374 $ 77,762
---------- ----------
---------- ----------
Liabilities and Stockholders' Equity
Future policy benefits.......................................................... $ 2,889 $ 2,474
Other policyholder funds........................................................ 21,279 22,134
Other liabilities............................................................... 2,204 1,572
Separate account liabilities.................................................... 58,970 49,690
---------- ----------
Total liabilities............................................................. 85,342 75,870
---------- ----------
Common stock--authorized 1,000 shares, $5,690 par value, issued and outstanding
1,000 shares.................................................................. 6 6
Additional paid-in capital...................................................... 1,045 1,045
Unrealized gain on investments, net of tax...................................... 33 30
Retained earnings............................................................... 948 811
---------- ----------
Total stockholders' equity.................................................... 2,032 1,892
---------- ----------
Total liabilities and stockholders' equity.................................. $ 87,374 $ 77,762
---------- ----------
---------- ----------
</TABLE>

4
<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN MILLIONS)
<TABLE>
<CAPTION>
SIX MONTHS
ENDED JUNE 30,
--------------------
1997 1996
--------- ---------
(UNAUDITED)
<S> <C> <C>
Operating Activities:
Net income..................................................................................... $ 137 $ 86
Adjustments to net income:
Net realized capital (gains) losses on sale of investments................................... (4) 1
Net increase in deferred policy acquisition costs............................................ (229) (300)
Net amortization of premium on fixed maturities.............................................. 0 7
Decrease (increase) in deferred income tax benefit........................................... 9 (88)
Decrease in premiums and amounts receivable.................................................. 92 20
Decrease in other assets..................................................................... 50 26
Increase in reinsurance recoverable.......................................................... (251) (264)
Increase in liability for future policy benefits............................................. 415 304
Increase in other liabilities................................................................ 146 150
Decrease (increase) in accrued investment income............................................. 48 (5)
--------- ---------
Cash provided by (used for) operating activities............................................... 413 (63)
--------- ---------
Investing Activities:
Purchases of fixed maturities investments...................................................... (3,801) (2,717)
Sales of fixed maturities investments.......................................................... 2,274 1,348
Maturities and principal paydowns of fixed maturities investments.............................. 1,343 1,469
Net sales (purchases) of other investments..................................................... 110 (120)
Net sales of short-term investments............................................................ 138 232
--------- ---------
Cash provided by investing activities.......................................................... 64 212
--------- ---------
Financing Activities:
Net disbursements for investment and universal life-type contracts charged from policyholder
accounts..................................................................................... (443) (187)
Capital Contribution........................................................................... -- 38
--------- ---------
Cash used for financing activities............................................................. (443) (149)
--------- ---------
Net increase in cash........................................................................... 34 0
Cash at beginning of period.................................................................... 43 46
--------- ---------
Cash at end of period.......................................................................... $ 77 $ 46
--------- ---------
--------- ---------
</TABLE>

<PAGE>

Item 2. MANAGEMENT'S NARRATIVE ANALYSIS OF
RESULTS OF OPERATIONS
(in millions)

Quarter and Six Months Ended June 30, 1997 and 1996

SEGMENT RESULTS

SIX
QUARTER MONTHS
ENDED ENDED
JUNE 30, JUNE 30,
------------- ---------------
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Annuity........................................................... $ 49 $ 37 $ 92 $ 70
Individual Life Insurance......................................... 12 10 23 19
Employee Benefits................................................. 9 6 15 14
Guaranteed Investment Contracts................................... -- (15) -- (30)
Corporate Operation............................................... 4 5 7 13
--- --- ------- ----
Net Income........................................................ $ 74 $ 43 $ 137 $ 86
--- --- ------- ----
--- --- ------- ----

</TABLE>

Net income increased $31, or 72%, and $51, or 59%, for the second quarter
and six months ended June 30, 1997, respectively, over prior year. This increase
is reflective of continued, solid growth in both the Annuity and Individual Life
Insurance segments. Net income in the Annuity segment increased due to higher
fee income on growing account values as well as strong new business sales. Net
income in the Individual Life Insurance segment increased due to cost of
insurance charges and other fee income on a growing block of life insurance
in-force, as well as favorable mortality results. Guaranteed Investment
Contracts reported no net income in the second quarter of 1997 consistent with
management's expectations that net income subsequent to 1996 will be immaterial.

ANNUITY

<TABLE>
<CAPTION>
QUARTER ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
-------------------- --------------------
1997 1996 1997 1996
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Revenues.......................................................................... $ 308 $ 232 $ 588 $ 466
Expenses.......................................................................... 259 195 496 396
--------- --------- --------- ---------
Net Income........................................................................ $ 49 $ 37 $ 92 $ 70
--------- --------- --------- ---------
--------- --------- --------- ---------
</TABLE>

Revenues, which are primarily comprised of investment income and management
and maintenance fees, grew $76, or 33%, to $308 in the second quarter of 1997
and $122, or 26%, to $588 for the six months ended June 30, 1997. This growth
resulted from an increase in the average account value, primarily driven by
individual variable annuities, of $14.2 billion, or 35%, to $55.2 billion as of
June 30, 1997 from $41.0 billion as of June 30, 1996. This is a result of
approximately $10 billion in new sales of individual annuities over the last
twelve months and market appreciation. Additionally, new individual annuity
sales were approximately $2.5 billion and $5.1 billion for the second quarter
and six months ended June 30, 1997, respectively, similar to sales of $2.7
billion and $4.9 billion, respectively, for the same periods of 1996. Growth in
the assets under management by this segment also resulted in increased expenses
related to other insurance expenses, amortization of deferred policy acquisition
costs and taxes. Expenses increased $64, or 33%, to $259 in the second quarter
of 1997 and $100, or 25%, to $496 for the six months ended June 30, 1997. Net
income increased $12, or 32%, to $49 in the second quarter of 1997 and $22, or
31%, to $92 for the six months ended June 30, 1997.

6
<PAGE>

INDIVIDUAL LIFE INSURANCE

<TABLE>
<CAPTION>
QUARTER ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
-------------------- --------------------
1997 1996 1997 1996
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Revenues.......................................................................... $ 125 $ 101 $ 236 $ 216
Expenses.......................................................................... 113 91 213 197
--------- --------- --------- ---------
Net Income........................................................................ $ 12 $ 10 $ 23 $ 19
--------- --------- --------- ---------
--------- --------- --------- ---------
</TABLE>

Revenues increased $24, or 24%, to $125 in the second quarter of 1997 and
$20, or 9%, to $236 for the six months ended June 30, 1997. In the first quarter
of 1996, a block of business was assumed from Investors Equity which increased
revenues by $9. Excluding this transaction, year to date revenues increased $29,
or 14% over prior year. This growth was driven by increased cost of insurance
charges and other fee income earned on this growing block of business. Life
insurance in-force grew approximately $3.3 billion, or 6%, as of June 30, 1997
over the prior period, primarily due to sales of variable life products.
Expenses in this segment increased $22, or 24%, to $113 and $16, or 8%, in the
second quarter of 1997 and for the six months ended June 30, 1997, respectively,
over the same period last year, consistent with a growing block of business. As
a result, net income increased $2, or 20%, to $12 in the second quarter of 1997
and $4, or 21%, to $23 for the six months ended June 30, 1997.

EMPLOYEE BENEFITS

<TABLE>
<CAPTION>
QUARTER ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
-------------------- --------------------
1997 1996 1997 1996
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Revenues.......................................................................... $ 142 $ 210 $ 321 $ 753
Expenses.......................................................................... 133 204 306 739
--------- --------- --------- ---------
Net Income........................................................................ $ 9 $ 6 $ 15 $ 14
--------- --------- --------- ---------
--------- --------- --------- ---------
</TABLE>

Revenues declined $68, or 32%, to $142 in the second quarter of 1997 and
$432, or 57%, for the six months ended June 30, 1997 over the same period last
year. This decline is mainly related to the passage of the Health Insurance
Portability and Accountability Act of 1996, which effectively eliminated all
future sales of leveraged COLI. Expenses declined $71, or 35%, in the second
quarter of 1997 and $433, or 59%, for the six months ended June 30, 1997, over
the same period last year. Significant declines in benefits, claims and claim
adjustment expenses and policyholder dividends are the result of the decline of
the block of COLI business. As a result, net income increased $3, or 50%, in the
second quarter of 1997 and $1, or 7%, for the six months ended June 30, 1997.

GUARANTEED INVESTMENT CONTRACTS

<TABLE>
<CAPTION>
QUARTER ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
---------------------- --------------------
1997 1996 1997 1996
---------- --------- --------- ---------
<S> <C> <C> <C> <C>
Revenues............................................................................ $ 62 $ 67 $ 134 $ 140
Expenses............................................................................ 62 82 134 170
---------- --------- --------- ---------
Net Income.......................................................................... $ -- $ (15) $ -- $ (30)
---------- --------- --------- ---------
---------- --------- --------- ---------

</TABLE>

This segment had no net income for the three and six months ended June 30,
1997, as compared to losses of $15 and $30 for the same periods last year. These
results are consistent with management's expectations that net income (loss)
from Closed Book GRC in the years subsequent to 1996 will be immaterial based on
the

<PAGE>

Company's current projections for the performance of the assets and
liabilities associated with Closed Book GRC due to actions taken in the third
quarter of 1996.

HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS

HARTFORD LIFE INC. INITIAL PUBLIC OFFERING

On February 10, 1997, HLI, an indirect parent of the Company, filed a
registration statement with the Securities and Exchange Commission, as
amended, relating to an Initial Public Offering ("IPO") of up to 20% of HLI's
Class A common stock. Pursuant to the IPO on May 22, 1997, HLI sold to the
public 26 million shares at $28.25 per share and received net proceeds of
$687. Of the proceeds, $527 was used to retire debt related to HLI's
promissory notes outstanding and the line of credit discussed in the note
below with the remaining $160 contributed to HLI's insurance subsidiaries to
be used for working capital and other general corporate purposes.

The 26 million shares sold from the IPO represent approximately 18.6% of the
equity ownership in HLI and approximately 4.4% of the combined voting power of
HLI's Class A and Class B Common Stock. The Hartford Financial Services Group,
Inc. ("The Hartford"), an indirect parent of HLI, owns all of the 114 million
outstanding shares of Class B Common Stock of HLI, representing 81.4% of the
equity ownership in HLI and approximately 95.6% of the combined voting power of
HLI's Class A and Class B Common Stock. Holders of Class A Common Stock
generally have identical rights to the holders of Class B Common Stock except
that the holders of Class A Common Stock are entitled to one vote per share
while holders of Class B Common Stock are entitled to five votes per share on
all matters submitted to a vote of the HLI stockholders.

HARTFORD LIFE INC. DEBT OFFERING

On February 7, 1997, HLI declared a dividend of $1,184 payable to its direct
parent, Hartford Accident and Indemnity Company ("HA&I"). As a result, HLI
borrowed $1,084 on February 18, 1997, pursuant to a $1,300 line of credit, with
interest payable at the two-month Eurodollar rate plus 15 basis points, which,
together with a promissory note in the amount of $100, was paid as a dividend to
HA&I on February 20, 1997. Of the $1,184 dividend, $893 constituted a repayment
of the portion of HLI's third party indebtedness internally allocated, for
financial reporting purposes, to HLI's insurance subsidiaries (the "Allocated
Advances"). In addition, on April 4, 1997, HLI declared and paid a dividend of
$25 to its parent in the form of a promissory note. Subsequently, $12 of this
note was forgiven in the form of a capital contribution from HA&I.

On February 14, 1997, HLI filed a shelf registration statement for the
issuance and sale of up to $1.0 billion in the aggregate of senior debt
securities, subordinated debt securities and preferred stock. On June 17, 1997,
HLI issued $650 of unsecured redeemable long-term debt in the form of notes and
debentures. Of this amount, $200 was in the form of 6.90% notes due June 15,
2004, $200 of 7.10% notes due June 15, 2007, and $250 of 7.65% debentures due
June 15, 2027. Interest on each of the notes and debentures is payable
semi-annually on June 15 and December 15, of each year, commencing December 15,
1997. HLI also issued $50 of short-term debt in the form of commercial paper. Of
the proceeds from this issuance, $670 was used to retire the remaining balance
on the $1,300 line of credit with the remainder being used for working capital
and other general corporate purposes. Subsequently, HLI reduced the capacity of
the line of credit from $1,300 to $250, which will be primarily used to support
the commercial paper program.

<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>

- --------------------------------------------------------------------------------
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>

- --------------------------------------------------------------------------------
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>

- --------------------------------------------------------------------------------
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>

<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>

ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
SEPARATE ACCOUNT ONE

<PAGE>
SEPARATE ACCOUNT ONE
- --------------------------------------------------------------------------------
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
STATEMENT OF ASSETS AND LIABILITIES
JUNE 30, 1997 (UNAUDITED)

<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 169,597,479
Cost $ 171,072,401
Market Value......... $171,819,546 -- -- --
Hartford Stock Fund,
Inc.
Shares 340,811,887
Cost $1,212,317,223
Market Value......... -- $1,632,821,232 -- --
HVA Money Market Fund,
Inc.
Shares 208,764,060
Cost $ 208,764,060
Market Value......... -- -- $208,764,060 --
Hartford Advisers Fund,
Inc.
Shares 1,249,920,406
Cost $2,363,912,080
Market Value......... -- -- -- $2,985,772,369
Hartford Capital
Appreciation Fund,
Inc.
Shares 443,731,641
Cost $1,498,272,654
Market Value......... -- -- -- --
Hartford Mortgage
Securities Fund, Inc.
Shares 70,370,601
Cost $ 75,561,702
Market Value......... -- -- -- --
Hartford Index Fund,
Inc.
Shares 125,680,716
Cost $ 265,220,982
Market Value......... -- -- -- --
Hartford International
Opportunities Fund,
Inc.
Shares 415,886,551
Cost $ 521,698,731
Market Value......... -- -- -- --
Hartford Dividend and
Growth Fund, Inc.
Shares 459,905,475
Cost $ 652,405,452
Market Value......... -- -- -- --
Hartford International
Advisers Fund, Inc.
Shares 95,201,173
Cost $ 109,003,281
Market Value......... -- -- -- --
Hartford Small Company
Fund, Inc.
Shares 54,871,903
Cost $ 58,558,137
Market Value......... -- -- -- --
Due from ITT Hartford
Life and Annuity
Insurance Company.... 396,157 2,870,405 -- 4,862,727
Receivable from fund
shares sold.......... -- -- 694,529 --
------------ -------------- ------------- --------------
Total Assets........... 172,215,703 1,635,691,637 209,458,589 2,990,635,096
------------ -------------- ------------- --------------
LIABILITIES:
Due to ITT Hartford
Life and Annuity
Insurance Company.... -- -- 696,130 --
Payable for fund shares
purchased............ 396,236 2,869,063 -- 4,862,064
------------ -------------- ------------- --------------
Total Liabilities...... 396,236 2,869,063 696,130 4,862,064
------------ -------------- ------------- --------------
Net Assets (variable
annuity contract
liabilities)......... $171,819,467 $1,632,822,574 $208,762,459 $2,985,773,032
------------ -------------- ------------- --------------
------------ -------------- ------------- --------------
DEFERRED ANNUITY
CONTRACTS IN THE
ACCUMULATION PERIOD:
INDIVIDUAL SUB-ACCOUNTS:
Units Owned by
Participants......... 86,535,618 379,292,652 129,009,907 890,709,525
Unit Price............. $ 1.981198 $ 4.302210 $ 1.617289 $ 3.349354
ANNUITY CONTRACTS IN THE
ANNUITY PERIOD:
INDIVIDUAL SUB-ACCOUNTS:
Units Owned by
Participants......... 189,418 238,467 71,821 737,910
Unit Price............. $ 1.981198 $ 4.302210 $ 1.617289 $ 3.349354
</TABLE>

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

60
<PAGE>
<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 169,597,479
Cost $ 171,072,401
Market Value......... -- -- -- -- -- --
Hartford Stock Fund,
Inc.
Shares 340,811,887
Cost $1,212,317,223
Market Value......... -- -- -- -- -- --
HVA Money Market Fund,
Inc.
Shares 208,764,060
Cost $ 208,764,060
Market Value......... -- -- -- -- -- --
Hartford Advisers Fund,
Inc.
Shares 1,249,920,406
Cost $2,363,912,080
Market Value......... -- -- -- -- -- --
Hartford Capital
Appreciation Fund,
Inc.
Shares 443,731,641
Cost $1,498,272,654
Market Value......... $1,838,183,171 -- -- -- -- --
Hartford Mortgage
Securities Fund, Inc.
Shares 70,370,601
Cost $ 75,561,702
Market Value......... -- $75,272,124 -- -- -- --
Hartford Index Fund,
Inc.
Shares 125,680,716
Cost $ 265,220,982
Market Value......... -- -- $ 330,543,426 -- -- --
Hartford International
Opportunities Fund,
Inc.
Shares 415,886,551
Cost $ 521,698,731
Market Value......... -- -- -- $596,582,187 -- --
Hartford Dividend and
Growth Fund, Inc.
Shares 459,905,475
Cost $ 652,405,452
Market Value......... -- -- -- -- $821,963,762 --
Hartford International
Advisers Fund, Inc.
Shares 95,201,173
Cost $ 109,003,281
Market Value......... -- -- -- -- -- $114,448,852
Hartford Small Company
Fund, Inc.
Shares 54,871,903
Cost $ 58,558,137
Market Value......... -- -- -- -- -- --
Due from ITT Hartford
Life and Annuity
Insurance Company.... 2,148,459 93,265 1,069,846 1,106,444 3,001,743 370,555
Receivable from fund
shares sold.......... -- -- -- -- -- --
----------------- --------------- ------------- ------------------ ------------- -------------
Total Assets........... 1,840,331,630 75,365,389 331,613,272 597,688,631 824,965,505 114,819,407
----------------- --------------- ------------- ------------------ ------------- -------------
LIABILITIES:
Due to ITT Hartford
Life and Annuity
Insurance Company.... -- -- -- -- -- --
Payable for fund shares
purchased............ 2,012,675 93,754 1,064,965 1,106,291 3,001,100 370,576
----------------- --------------- ------------- ------------------ ------------- -------------
Total Liabilities...... 2,012,675 93,754 1,064,965 1,106,291 3,001,100 370,576
----------------- --------------- ------------- ------------------ ------------- -------------
Net Assets (variable
annuity contract
liabilities)......... $1,838,318,955 $75,271,635 $ 330,548,307 $596,582,340 $821,964,405 $114,448,831
----------------- --------------- ------------- ------------------ ------------- -------------
----------------- --------------- ------------- ------------------ ------------- -------------
DEFERRED ANNUITY
CONTRACTS IN THE
ACCUMULATION PERIOD:
INDIVIDUAL SUB-ACCOUNTS:
Units Owned by
Participants......... 402,450,436 37,523,547 97,224,198 367,020,792 419,136,061 84,254,747
Unit Price............. $ 4.565863 $ 2.005984 $ 3.399356 $ 1.624565 $ 1.960310 $ 1.358144
ANNUITY CONTRACTS IN THE
ANNUITY PERIOD:
INDIVIDUAL SUB-ACCOUNTS:
Units Owned by
Participants......... 172,015 -- 14,310 205,105 167,215 13,807
Unit Price............. $ 4.565863 $ -- $ 3.399356 $ 1.624565 $ 1.960310 $ 1.358144

<CAPTION>
SMALL
COMPANY FUND
SUB-ACCOUNT
-------------
<S> <C>
ASSETS:
Investments:
Hartford Bond Fund,
Inc.

Cost
Market Value......... --
Hartford Stock Fund,
Inc.

Cost
Market Value......... --
HVA Money Market Fund,
Inc.

Cost
Market Value......... --
Hartford Advisers Fund,
Inc.

Cost
Market Value......... --
Hartford Capital
Appreciation Fund,
Inc.

Cost
Market Value......... --
Hartford Mortgage
Securities Fund, Inc.

Cost
Market Value......... --
Hartford Index Fund,
Inc.

Cost
Market Value......... --
Hartford International
Opportunities Fund,
Inc.

Cost
Market Value......... --
Hartford Dividend and
Growth Fund, Inc.

Cost
Market Value......... --
Hartford International
Advisers Fund, Inc.

Cost
Market Value......... --
Hartford Small Company
Fund, Inc.

Cost
Market Value......... $64,501,099
Due from ITT Hartford
Life and Annuity
Insurance Company.... 347,255
Receivable from fund
shares sold.......... --
-------------
Total Assets........... 64,848,354
-------------
LIABILITIES:
Due to ITT Hartford
Life and Annuity
Insurance Company.... --
Payable for fund shares
purchased............ 347,137
-------------
Total Liabilities...... 347,137
-------------
Net Assets (variable
annuity contract
liabilities)......... $64,501,217
-------------
-------------
DEFERRED ANNUITY
CONTRACTS IN THE
ACCUMULATION PERIOD:
INDIVIDUAL SUB-ACCOUNTS:
Units Owned by
Participants......... 55,084,064
Unit Price............. $ 1.170679
ANNUITY CONTRACTS IN THE
ANNUITY PERIOD:
INDIVIDUAL SUB-ACCOUNTS:
Units Owned by
Participants......... 13,206
Unit Price............. $ 1.170679
</TABLE>

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

61
<PAGE>
SEPARATE ACCOUNT ONE
- --------------------------------------------------------------------------------
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 1997 (UNAUDITED)

<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.............. $ 3,497,173 $ 4,479,878 $4,925,387 $ 20,086,271
EXPENSES:
Mortality and expense
undertakings......... (977,210) (8,358,966) (1,200,166) (16,048,915)
------------- ------------- ------------- -------------
Net investment income
(loss).............. 2,519,963 (3,879,088) 3,725,221 4,037,356
------------- ------------- ------------- -------------
CAPITAL GAINS INCOME..... -- 62,602,913 -- 107,409,178
------------- ------------- ------------- -------------
NET REALIZED AND
UNREALIZED GAIN (LOSS)
ON INVESTMENTS:
Net realized gain
(loss) on security
transactions......... 1,519 18,508 -- 173
Net unrealized
appreciation
(depreciation) of
investments during
the period........... 2,424,784 207,767,595 -- 264,488,985
------------- ------------- ------------- -------------
Net gain (losses) on
investments......... 2,426,303 207,786,103 -- 264,489,158
------------- ------------- ------------- -------------
Net increase
(decrease) in net
assets resulting
from operations..... $ 4,946,266 $ 266,509,928 $3,725,221 $ 375,935,692
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
</TABLE>

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

62
<PAGE>
<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.............. $ 3,307,799 $1,643,058 $ 1,263,527 $ 507,647 $ 4,455,953
EXPENSES:
Mortality and expense
undertakings......... (9,709,864) (462,004) (1,673,333) (3,241,830) (3,953,507)
----------------- --------------- --------------- --------------------- ------------------
Net investment income
(loss).............. (6,402,065) 1,181,054 (409,806) (2,734,183) 502,446
----------------- --------------- --------------- --------------------- ------------------
CAPITAL GAINS INCOME..... 112,339,947 -- 19,616,096 37,513,752 15,828,765
----------------- --------------- --------------- --------------------- ------------------
NET REALIZED AND
UNREALIZED GAIN (LOSS)
ON INVESTMENTS:
Net realized gain
(loss) on security
transactions......... (58,490) 938 196,049 (8,740) --
Net unrealized
appreciation
(depreciation) of
investments during
the period........... 111,309,571 979,424 29,500,250 16,719,314 98,277,900
----------------- --------------- --------------- --------------------- ------------------
Net gain (losses) on
investments......... 111,251,081 980,362 29,696,299 16,710,574 98,277,900
----------------- --------------- --------------- --------------------- ------------------
Net increase
(decrease) in net
assets resulting
from operations..... $217,188,963 $2,161,416 $ 48,902,589 $51,490,143 $ 114,609,111
----------------- --------------- --------------- --------------------- ------------------
----------------- --------------- --------------- --------------------- ------------------

<CAPTION>
INTERNATIONAL SMALL
ADVISERS FUND COMPANY FUND
SUB-ACCOUNT SUB-ACCOUNT
--------------- ------------
<S> <C> <C>
INVESTMENT INCOME:
Dividends.............. $3,867,653 $ 459
EXPENSES:
Mortality and expense
undertakings......... (560,537) (258,824)
--------------- ------------
Net investment income
(loss).............. 3,307,116 (258,365)
--------------- ------------
CAPITAL GAINS INCOME..... 262,472 170,800
--------------- ------------
NET REALIZED AND
UNREALIZED GAIN (LOSS)
ON INVESTMENTS:
Net realized gain
(loss) on security
transactions......... 1,781 (1,400)
Net unrealized
appreciation
(depreciation) of
investments during
the period........... 3,753,567 5,732,153
--------------- ------------
Net gain (losses) on
investments......... 3,755,348 5,730,753
--------------- ------------
Net increase
(decrease) in net
assets resulting
from operations..... $7,324,936 $5,643,188
--------------- ------------
--------------- ------------
</TABLE>

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

63
<PAGE>
SEPARATE ACCOUNT ONE
- --------------------------------------------------------------------------------

ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETS
FOR THE SIX MONTHS ENDED JUNE 30, 1997 (UNAUDITED)

<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)............... $ 2,519,963 $ (3,879,088) $ 3,725,221 $ 4,037,356
Capital gains income... -- 62,602,913 -- 107,409,178
Net realized gain
(loss) on security
transactions......... 1,519 18,508 -- 173
Net unrealized
appreciation
(depreciation) of
investments during
the period........... 2,424,784 207,767,595 -- 264,488,985
------------- --------------- ------------- ---------------
Net increase (decrease)
in net assets
resulting from
operations........... 4,946,266 266,509,928 3,725,221 375,935,692
------------- --------------- ------------- ---------------
UNIT TRANSACTIONS:
Purchases.............. 21,194,767 203,271,643 90,326,057 316,999,819
Net transfers.......... 2,784,983 57,422,474 (44,364,405) 64,062,105
Surrenders............. (4,036,183) (21,032,643) (16,110,606) (52,096,178)
Net annuity
transactions......... 367,423 300,071 (3,230) 376,426
------------- --------------- ------------- ---------------
Total increase
(decrease) in net
assets resulting from
unit transactions.... 20,310,990 239,961,545 29,847,816 329,342,172
------------- --------------- ------------- ---------------
Total increase
(decrease) in net
assets............... 25,257,256 506,471,473 33,573,037 705,277,864
NET ASSETS:
Beginning of period.... 146,562,211 1,126,351,101 175,189,422 2,280,495,168
------------- --------------- ------------- ---------------
End of period.......... $ 171,819,467 $ 1,632,822,574 $ 208,762,459 $ 2,985,773,032
------------- --------------- ------------- ---------------
------------- --------------- ------------- ---------------

ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1996

MONEY
BOND FUND STOCK FUND MARKET FUND ADVISERS FUND
SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT
------------- --------------- ------------- ---------------
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
------------- --------------- ------------- ---------------
------------- --------------- ------------- ---------------
</TABLE>

* From inception, August 9, 1996, to December 31, 1996.

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

64
<PAGE>
<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)............... $ (6,402,065) $ 1,181,054 $ (409,806) $ (2,734,183) $ 502,446 $ 3,307,116
Capital gains income... 112,339,947 -- 19,616,096 37,513,752 15,828,765 262,472
Net realized gain
(loss) on security
transactions......... (58,490) 938 196,049 (8,740) -- 1,781
Net unrealized
appreciation
(depreciation) of
investments during
the period........... 111,309,571 979,424 29,500,250 16,719,314 98,277,900 3,753,567
----------------- --------------- ------------- ------------------ ------------- -------------
Net increase (decrease)
in net assets
resulting from
operations........... 217,188,963 2,161,416 48,902,589 51,490,143 114,609,111 7,324,936
----------------- --------------- ------------- ------------------ ------------- -------------
UNIT TRANSACTIONS:
Purchases.............. 200,477,792 6,453,475 51,695,403 51,163,419 159,362,739 26,432,266
Net transfers.......... 27,475,280 (4,334,910) 14,509,831 16,868,400 60,144,165 10,268,826
Surrenders............. (24,971,635) (3,647,277) (3,890,946) (7,918,423) (10,369,536) (1,412,229)
Net annuity
transactions......... 71,404 -- 29,182 13,483 127,420 17,973
----------------- --------------- ------------- ------------------ ------------- -------------
Total increase
(decrease) in net
assets resulting from
unit transactions.... 203,052,841 (1,528,712) 62,343,470 60,126,879 209,264,788 35,306,836
----------------- --------------- ------------- ------------------ ------------- -------------
Total increase
(decrease) in net
assets............... 420,241,804 632,704 111,246,059 111,617,022 323,873,899 42,631,772
NET ASSETS:
Beginning of period.... 1,418,077,151 74,638,931 219,302,248 484,965,318 498,090,506 71,817,059
----------------- --------------- ------------- ------------------ ------------- -------------
End of period.......... $1,838,318,955 $75,271,635 $ 330,548,307 $596,582,340 $821,964,405 $114,448,831
----------------- --------------- ------------- ------------------ ------------- -------------
----------------- --------------- ------------- ------------------ ------------- -------------

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)............... $ (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
----------------- --------------- ------------- ------------------ ------------- -------------
----------------- --------------- ------------- ------------------ ------------- -------------

<CAPTION>
SMALL
COMPANY FUND
SUB-ACCOUNT
-------------
<S> <C>
OPERATIONS:
Net investment income
(loss)............... $ (258,365)
Capital gains income... 170,800
Net realized gain
(loss) on security
transactions......... (1,400)
Net unrealized
appreciation
(depreciation) of
investments during
the period........... 5,732,153
-------------
Net increase (decrease)
in net assets
resulting from
operations........... 5,643,188
-------------
UNIT TRANSACTIONS:
Purchases.............. 22,247,058
Net transfers.......... 11,049,448
Surrenders............. (468,629)
Net annuity
transactions......... 14,623
-------------
Total increase
(decrease) in net
assets resulting from
unit transactions.... 32,842,500
-------------
Total increase
(decrease) in net
assets............... 38,485,688
NET ASSETS:
Beginning of period.... 26,015,529
-------------
End of period.......... $64,501,217
-------------
-------------
SMALL
COMPANY FUND
SUB-ACCOUNT*
-------------
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
-------------
-------------
</TABLE>

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

65
<PAGE>
SEPARATE ACCOUNT ONE
- --------------------------------------------------------------------------------

ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1997 (UNAUDITED)

1. ORGANIZATION:

Separate Account One (the Account) is a separate investment account with ITT
Hartford Life & Annuity Insurance Company (the Company) and is registered
with the Securities and Exchange Commission (SEC) as a unit investment trust
under the Investment Company Act of 1940, as amended. Both the Company and
the Account are subject to supervision and regulation by the Department of
Insurance of the State of Connecticut and the SEC. The Account invests
deposits by variable annuity contract owners of the Company in various
mutual funds (the Funds) as directed by the contract owners.

2. SIGNIFICANT ACCOUNTING POLICIES:

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

a) SECURITY TRANSACTIONS--Security transactions are recorded on the trade
date (date the order to buy or sell is executed). Cost of investments
sold is determined on the basis of identified cost. Dividend and capital
gains income are accrued as of the ex-dividend date. Capital gains
income represents dividends from the Funds which are characterized as
capital gains under tax regulations.

b) SECURITY VALUATION--The investment in shares of the Funds are valued at
the closing net asset value per share as determined by the appropriate
Fund as of June 30, 1997.

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

d) USE OF ESTIMATES--The preparation of financial statements in conformity
with generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities as of the date of the financial statements and
the reported amounts of income and expenses during the period. Operating
results in the future could vary from the amounts derived from
management's estimates.

3. ADMINISTRATION OF THE ACCOUNT AND RELATED CHARGES:

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

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

66
<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.

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.

Cost
Market Value......... --
Hartford Stock Fund,
Inc.

Cost
Market Value......... --
HVA Money Market Fund,
Inc.

Cost
Market Value......... --
Hartford Advisers Fund,
Inc.

Cost
Market Value......... --
Hartford Capital
Appreciation Fund,
Inc.

Cost
Market Value......... --
Hartford Mortgage
Securities Fund, Inc.

Cost
Market Value......... --
Hartford Index Fund,
Inc.

Cost
Market Value......... --
Hartford International
Opportunities Fund,
Inc.

Cost
Market Value......... --
Hartford Dividend and
Growth Fund, Inc.

Cost
Market Value......... --
Hartford International
Advisers Fund, Inc.

Cost
Market Value......... --
Hartford Small Company
Fund, Inc.

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.

<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.

- ---------------------------------------------------
3.ADMINISTRATION OF THE ACCOUNT AND
RELATED CHARGES:

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 ITT Hartford Life and
Annuity 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 Single Premium Immediate Variable Annuity
Contract.(3)

(5) Form of Application.(3)

(6) (a) Certificate of Incorporation of Hartford.(3)

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

(7) Not applicable.

(8) Not applicable.

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

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

- ----------------------
(1) Incorporated by reference to Post-Effective Amendment No. 2, to
the Registration Statement File No. 33-73568, dated May 1, 1995.

(2) Incorporated by reference to Post-Effective Amendment No. 3, to
the Registration Statement File No. 33-73568, dated May 1, 1996.

(3) Incorporated by reference to Pre-Effective Amendment No. 1, to
the Registration Statement File No. 333-19607, dated May 12,
1997.

<PAGE>

(11) No financial statements are omitted.

(12) Not applicable.

(13) Not applicable.

(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 Senior Vice President, Chief Financial
Officer, and Treasurer, Director*

Peter W. Cummins Senior Vice President

Ann M. deRaismes Senior Vice President

James R. Dooley Vice President

Timothy M. Fitch Vice President

J. Richard Garrett Vice President and Assistant Treasurer

Donald J. Gillette Vice President

William A. Godfrey, III Senior Vice President

Lynda Godkin Senior Vice President, General Counsel,
and Corporate Secretary, Director*

Lois W. Grady Vice President

Christopher Graham Vice President

David A. Hall Vice President and Actuary

Stephen T. Joyce Vice President

Robert A. Kerzner Vice President

-2-
<PAGE>

- --------------------------------------------------------------------------------
NAME, AGE POSITION WITH HARTFORD
- --------------------------------------------------------------------------------

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. Matthiesen Vice President

Michael C. O'Halloran Vice President

Craig D. Raymond Senior Vice President and Chief Actuary

David T. Schrandt Vice President

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

Walter C. Welsh Senior Vice President

David M. Znamierowski Senior Vice President
- --------------------------------------------------------------------------------

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

*Denotes Board of Directors.

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

Filed herewith as Exhibit 16.

Item 27. Number of Contract Owners

As of October 29, 1997, there were no Contract Owners.

Item 28. Indemnification

Under Section 33-772 of the Connecticut General Statutes, unless
limited by its certificate of incorporation, the Registrant must
indemnify a director who was wholly successful, on the merits or
otherwise, in the defense of any proceeding to which he was a party
because he is or was a director of the corporation against reasonable
expenses incurred by him in connection with the proceeding.

The Registrant may indemnify an individual made a party to a
proceeding because he is or was a director against liability incurred
in the proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of
the Registrant, and, with respect to any criminal proceeding, had no

-3-
<PAGE>

reason to believe his conduct was unlawful. Conn. Gen. Stat. Section
33-771(a). Additionally, pursuant to Conn. Gen. Stat. Section 33-776,
the Registrant may indemnify officers and employees or agents for
liability incurred and for any expenses to which they become subject
by reason of being or having been employees or officers of the
Registrant. Connecticut law does not prescribe standards for the
indemnification of officers, employees and agents and expressly states
that their indemnification may be broader than the right of
indemnification granted to directors.

The foregoing statements are specifically made subject to the detailed
provisions of Section 33-770 et seq.

Notwithstanding the fact that Connecticut law obligates the Registrant
to indemnify only a director that was successful on the merits in a
suit, under Article III, Section 1 of the Registrant's bylaws, the
Registrant must indemnify both directors and officers of the
Registrant for any expenses to which he becomes subject by reason of
his being or having been a director or officer of the company if he
acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the company, and with respect to
criminal proceedings, had no reason to believe his conduct was
unlawful.

Additionally, 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 The
Hartford Financial Services Group, Inc. and its subsidiaries. Such
policy will reimburse the Registrant for any payments that it shall
make to directors and officers pursuant to law and will, subject to
certain exclusions contained in the policy, further pay any other
costs, charges and expenses and settlements and judgments arising from
any proceeding involving any director or officer of the Registrant in
his past or present capacity as such, and for which he may be liable,
except as to any liabilities arising from acts that are deemed to be
uninsurable.

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

-4-
<PAGE>

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

(b) Directors and Officers of HSD

Name and Principal Positions and Offices
Business Address With Underwriter
------------------ ---------------------
Lowndes A. Smith President and Chief Executive Officer,
Director
John P. Ginnetti Executive Vice President, Director
Thomas M. Marra Executive Vice President, Director
Peter W. Cummins Senior Vice President
Lynda Godkin Senior Vice President, General Counsel
and Corporate Secretary
Donald E. Waggaman, Jr. Treasurer
George R. Jay Controller
Paul E. Olson Supervising Registered Principal
James Cubanski Assistant Secretary
Stephen T. Joyce Assistant Secretary
Glen J. Kvadus Assistant Secretary
Edward M. Ryan, Jr. Assistant Secretary

-5-
<PAGE>

Unless otherwise indicated, the principal business address of each 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 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. Registrant has
complied with conditions one through four of the no-action letter.

-6-
<PAGE>

SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant has caused this Registration Statement to be signed on its
behalf, in the City of Hartford, and State of Connecticut on this 30th day of
October, 1997.

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

*By:/s/ Peter W. Cummins *By:/s/ Lynda Godkin
----------------------------------------- ----------------------
Peter W. Cummins, Senior Vice President Lynda Godkin
Attorney-in-Fact

ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
(Depositor)

*By:/s/ Peter W. Cummins
----------------------------------------------
Peter W. Cummins, Senior Vice President

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

Gregory A. Boyko, Senior Vice President,
Chief Financial Officer, and Treasurer,
Director *
Lynda Godkin, Senior Vice President,
General Counsel, and Corporate Secretary, BY:/s/ Lynda Godkin
-------------------------
Director * Lynda Godkin
Thomas M. Marra, Executive Vice Attorney-in-Fact
President and Director, Individual Life and Dated: October 30, 1997
Annuity Division, Director*
Lowndes A. Smith, President and
Chief Executive Officer, Director *

<PAGE>

EXHIBIT INDEX

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

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

(15) Copy of Power of Attorney.

(16) Organizational Chart.

<PAGE>

Exhibit 9

October 30, 1997` LYNDA GODKIN
Senior Vice President, General Counsel &
Corporate Secretary

Board of Directors
ITT Hartford Life and Annuity Insurance Company
200 Hopmeadow Street
Simsbury, CT 06089

RE: ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY SEPARATE ACCOUNT ONE
IMMEDIATE VARIABLE ANNUITY

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
Connecticut with the registration of an indefinite amount of securities in the
form of single premium variable annuity insurance 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 to by the Insurance Department of the State of Connecticut
to issue the Contacts.

2. The Account is a duly authorized and 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.

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.

<PAGE>

Board of Directors
October 30, 1997
Page 2

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 yours,

/s/ Lynda Godkin

Lynda Godkin

<PAGE>

Exhibit 10

ARTHUR ANDERSEN LLP

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of our report
(and to all references to our Firm) included in or made a part of this
Registration Statement File No. 333-19607 for ITT Hartford Life and Annuity
Insurance Company Separate Account One on Form N-4.

/s/ Arthur Andersen LLP

Hartford, Connecticut
October 31, 1997

<PAGE>

Exhibit 15

ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY

POWER OF ATTORNEY

Gregory A. Boyko
Lynda Godkin
Thomas M. Marra
Lowndes A. Smith

do hereby jointly and severally authorize Lynda Godkin, Marianne O'Doherty
and Leslie Soler 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/Gregory A. Boyko Dated 10/9/97
- -------------------------------------- ----------------------
Gregory A. Boyko

/s/Lynda Godkin Dated 10/9/97
- -------------------------------------- ----------------------
Lynda Godkin

/s/Thomas M. Marra Dated 10/9/97
- -------------------------------------- ----------------------
Thomas M. Marra

/s/Lowndes A. Smith Dated 10/1/97
- -------------------------------------- ----------------------
Lowndes A. Smith

<PAGE>

THE HARTFORD

The Hartford Financial Services 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)
|
Hartford Investment
Financial Services
Company
(Delaware)
</TABLE>