ITT HARTFORD LIFE & ANNUITY INSURANCE CO SEPARATE ACCOUNT ON, 485BPOS, 1998-09-28

ITT HARTFORD LIFE & ANNUITY INSURANCE CO SEPARATE ACCOUNT ON
485BPOS, 1998-09-28

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<PAGE>

As filed with the Securities and Exchange Commission on September 28, 1998.

File No. 33-73568
811-7426
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Pre-Effective Amendment No. [ ]

Post-Effective Amendment No. 12 [X]

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 23 [X]

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

HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
(Name of Depositor)

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

(860) 843-6733

(Depositor's Telephone Number, Including Area Code)

MARIANNE O'DOHERTY, ESQ.

HARTFORD LIFE, INC.

P.O. BOX 2999
HARTFORD, CT 06104-2999
(Name and Address of Agent for Service)

It is proposed that this filing will become effective:

___ immediately upon filing pursuant to paragraph (b) of Rule 485

_X_ on September 30, 1998 pursuant to paragraph (b) of Rule 485

___ 60 days after filing pursuant to paragraph (a)(1) of Rule 485

___ on ___________, 1998 pursuant to paragraph (a)(1) of Rule 485

___ this post-effective amendment designates a new effective date for
a previously filed post-effective amendment.

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

<PAGE>

CROSS REFERENCE SHEET
PURSUANT TO RULE 495(a)

N-4 ITEM NO. PROSPECTUS HEADING
- ------------ ------------------

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

2. Definitions Glossary of Special Terms

3. Synopsis or Highlights Introduction

4. Condensed Financial Yield Information
Information

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

6. Deductions Charges Under the Contract

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

8. Annuity Period Settlement Provisions

9. Death Benefit Death Benefits

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

11. Redemptions Surrender Benefits

12. Taxes Federal Tax Considerations

13. Legal Proceedings Legal Matters & Experts

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

15. Cover Page Part B; Statement of Additional
Information

16. Table of Contents Table of Contents

17. General Information and Introduction
History

18. Services None

19. Purchase of Securities Distribution of Contracts
being Offered

20. Underwriters Distribution of Contracts

<PAGE>

CROSS REFERENCE SHEET
PURSUANT TO RULE 495(a)
N-4 ITEM NO. PROSPECTUS HEADING
- ------------ ------------------

21. Calculation of Performance Calculation of Yield and Return
Data

22. Annuity Payments Settlement Provisions

23. Financial Statements Financial Statements

24. Financial Statements and Financial Statements and
Exhibits Exhibits

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

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

27. Number of Contract Owners Number of Contract Owners

28. Indemnification Indemnification

29. Principal Underwriters Principal Underwriters

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

31. Management Services Management Services

32. Undertakings Undertakings

<PAGE>

PART A

<PAGE>

THE DIRECTOR
SEPARATE ACCOUNT ONE
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
P.O. BOX 5085
HARTFORD, CONNECTICUT 06102-5085
TELEPHONE: 1-800-862-6668 (CONTRACT
OWNERS)
[LOGO] 1-800-862-7155 (INVESTMENT REPRESENTATIVES)

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

This Prospectus describes The Director, an individual and group flexible premium
tax deferred variable annuity contract designed for retirement planning purposes
("Contracts").

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

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

<TABLE>
<S> <C> <C>
Advisers Fund Sub-Account -- shares of Class IA of Hartford Advisers HLS Fund, Inc.
("Hartford Advisers Fund")
Bond Fund Sub-Account -- shares of Class IA of Hartford Bond HLS Fund, Inc.
("Hartford Bond Fund")
Capital Appreciation Fund Sub-Account -- shares of Class IA of Hartford Capital Appreciation HLS
Fund, Inc. ("Hartford Capital Appreciation Fund")
Dividend and Growth Fund Sub-Account -- shares of Class IA of Hartford Dividend and Growth HLS
Fund, Inc. ("Hartford Dividend and Growth Fund")
Global Leaders Fund Sub-Account -- shares of Class IA of Hartford Global Leaders HLS Fund,
Inc. ("Hartford Global Leaders Fund")
Growth and Income Fund Sub-Account -- shares of Class IA of Hartford Growth and Income HLS Fund,
Inc. ("Hartford Growth and Income Fund")
High Yield Fund Sub-Account -- shares of Class IA of Hartford High Yield HLS Fund, Inc.
("Hartford High Yield Fund")
Index Fund Sub-Account -- shares of Class IA of Hartford Index HLS Fund, Inc.
("Hartford Index Fund")
International Advisers Fund Sub-Account -- shares of Class IA of Hartford International Advisers HLS
Fund, Inc. ("Hartford International Advisers Fund")
International Opportunities Fund -- shares of Class IA of Hartford International Opportunities
Sub-Account HLS Fund, Inc. ("Hartford International Opportunities
Fund")
MidCap Fund Sub-Account -- shares of Class IA of Hartford MidCap HLS Fund, Inc.
("Hartford MidCap Fund")
Money Market Fund Sub-Account -- shares of Class IA of Hartford Money Market HLS Fund, Inc.
("Hartford Money Market Fund")
Mortgage Securities Fund Sub-Account -- shares of Class IA of Hartford Mortgage Securities HLS
Fund, Inc. ("Hartford Mortgage Securities Fund")
Small Company Fund Sub-Account -- shares of Class IA of Hartford Small Company Fund, Inc.
("Hartford Small Company Fund")
Stock Fund Sub-Account -- shares of Class IA of Hartford Stock HLS Fund, Inc.
("Hartford Stock Fund")
</TABLE>

This Prospectus sets forth the information concerning the Separate Account and
the Fixed Account that investors should know before investing. This Prospectus
should be kept for future reference. Additional information about the Separate
Account and the Fixed Account has been filed with the Securities and Exchange
Commission and is available without charge upon request. To obtain the Statement
of Additional Information without charge send a written request to, or call
Hartford, Attn.: Individual Annuity Services, P.O. Box 5085, Hartford, CT
06102-5085. The Table of Contents for the Statement of Additional Information
may be found on page 30 of this Prospectus. The Statement of Additional
Information is incorporated by reference to this Prospectus.

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

THIS PROSPECTUS AND OTHER INFORMATION ABOUT THE SEPARATE ACCOUNT REQUIRED TO BE
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION CAN BE FOUND AT THE
COMMISSION'S WEB SITE (HTTP://WWW.SEC.GOV).

- --------------------------------------------------------------------------------
VARIABLE ANNUITY CONTRACTS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR ENDORSED OR
GUARANTEED BY, ANY BANK, NOR ARE THEY FEDERALLY INSURED OR OTHERWISE PROTECTED
BY THE FDIC, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY; THEY ARE SUBJECT TO
INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED.
- --------------------------------------------------------------------------------
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: SEPTEMBER 30, 1998
STATEMENT OF ADDITIONAL INFORMATION DATED: SEPTEMBER 30, 1998

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
GLOSSARY OF SPECIAL TERMS............................................. 3
FEE TABLE............................................................. 5
ACCUMULATION UNIT VALUES.............................................. 7
INTRODUCTION.......................................................... 8
HARTFORD, THE SEPARATE ACCOUNT, THE FUNDS AND THE FIXED ACCOUNT....... 8
Hartford Life and Annuity Insurance Company......................... 8
The Separate Account................................................ 9
The Funds........................................................... 9
The Fixed Account................................................... 11
PERFORMANCE RELATED INFORMATION....................................... 12
THE CONTRACTS......................................................... 13
Contracts Offered................................................... 13
Premium Payments and Initial Allocations............................ 13
Contract Value...................................................... 13
Transfers Between the Sub-Accounts/Fixed Account.................... 14
Charges Under the Contract.......................................... 14
Death Benefits...................................................... 16
Surrender Benefits.................................................. 17
Settlement Provisions............................................... 19
Other Information................................................... 21
FEDERAL TAX CONSIDERATIONS............................................ 21
A. General.......................................................... 21
B. Taxation of Hartford and the Separate Account.................... 21
C. Taxation of Annuities -- General Provisions Affecting Purchasers
Other Than Qualified Retirement Plans............................ 21
D. Federal Income Tax Withholding................................... 24
E. General Provisions Affecting Qualified Retirement Plans.......... 24
F. Annuity Purchases by Nonresident Aliens and Foreign
Corporations....................................................... 24
MISCELLANEOUS......................................................... 25
How Contracts are Sold.............................................. 25
Legal Matters and Experts........................................... 25
Year 2000........................................................... 25
Additional Information.............................................. 26
APPENDIX I INFORMATION REGARDING TAX-QUALIFIED PLANS.................. 27
TABLE OF CONTENTS TO STATEMENT OF ADDITIONAL INFORMATION.............. 30
</TABLE>

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

GLOSSARY OF SPECIAL TERMS

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

ADMINISTRATIVE OFFICE OF HARTFORD: Currently located at 200 Hopmeadow Street,
Simsbury, CT. All correspondence concerning the Contract should be sent to P.O.
Box 5085, Hartford, CT 06102-5085, Attn.: Individual Annuity Services, except
for overnight or express mail packages, which should be sent to: 200 Hopmeadow
Street, Simsbury, CT 06089.

ANNUAL MAINTENANCE FEE: An annual $30 charge on a Contract having a Contract
value of less than $50,000, as determined on the most recent Contract
Anniversary or upon full surrender of the Contract. The charge is deducted
proportionately from the investment options in use at the time of such
deduction.

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

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

ANNUITY: A Contract issued by an insurance company that provides, in exchange
for Premium Payments, a series of income payments. This Prospectus describes a
deferred annuity Contract in which Premium Payments accumulate tax-deferred
until a partial or full surrender is taken or until the Annuity Commencement
Date. Annuity payments under the Contract will begin as of the Annuity
Commencement Date in accordance with the Annuity payment option selected.

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

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

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

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

COMMISSION: Securities and Exchange Commission.

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

CONTRACT: For an Annuity issued to an individual, the Contract is the individual
Annuity and any endorsements or riders. For a group Annuity, the Contract is a
certificate evidencing a participatory interest in a group Annuity and any
endorsements or riders. Any reference in this Prospectus to a Contract includes
the certificate.

CONTRACT ANNIVERSARY: The anniversary of the Contract Date.

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

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

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

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

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.

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

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

FUNDS: The Funds described commencing on page 9 of this Prospectus and any
additional Funds which may be made available from time to time.

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

HARTFORD: Hartford Life and Annuity Insurance Company.

MAXIMUM ANNIVERSARY VALUE: Value used in determining the death benefit. It is
based on a series of calculations of Contract Values on Contract Anniversaries,
premium payments and partial surrenders, as described on page 17.

NON-QUALIFIED CONTRACT: A Contract which is not part of a tax-qualified
retirement plan or arrangement which qualifies for special tax treatment under
the Code.

PARTICIPANT (FOR GROUP UNALLOCATED CONTRACTS ONLY): Any eligible employee of an
employer/Contract Owner participating in the Plan.

PLAN: A voluntary plan of an employer or other person which qualifies for
special tax treatment under the Code.
<PAGE>
4 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

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

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

QUALIFIED CONTRACT: A Contract which is a part of a tax-qualified retirement
plan or arrangement which qualifies for special tax treatment under the Code,
such as an employer-sponsored Section 401(k) plan or an Individual Retirement
Annuity (IRA).

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

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

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

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

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

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

VARIABLE ANNUITY: An Annuity providing for payments varying in amount in
accordance with the investment experience of the assets of the Separate Account.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY 5
- --------------------------------------------------------------------------------

FEE TABLE
SUMMARY

CONTRACT OWNER TRANSACTION EXPENSES
(ALL SUB-ACCOUNTS)

<TABLE>
<S> <C>
Sales Load Imposed on Purchases (as a percentage of premium
payments)....................................................... None
Exchange Fee...................................................... $0
Deferred Sales Load (as a percentage of amounts withdrawn)
First Year (1)................................................ 6%
Second Year................................................... 6%
Third Year.................................................... 5%
Fourth Year................................................... 5%
Fifth Year.................................................... 4%
Sixth Year.................................................... 3%
Seventh Year.................................................. 2%
Eighth Year................................................... 0%
Annual Maintenance Fee (2)........................................ $30
Annual Expenses -- Separate Account (as percentage of average
account value)
Mortality and Expense Risk.................................... 1.250%
</TABLE>

- ---------
(1) Length of time from premium payment.

(2) The Annual Maintenance Fee is a single $30 charge on a Contract. It is
deducted proportionally from the investment options in use at the time of
the charge. Pursuant to requirements of the Investment Company Act of 1940,
the Annual Maintenance Fee has been reflected in the Examples by a method
intended to show the "average" impact of the Annual Maintenance Fee on an
investment in the Separate Account. The Annual Maintenance Fee is deducted
only when the accumulated value is less than $50,000. In the Example, the
Annual Maintenance Fee is approximated a 0.08% annual asset charge based on
the experience of the Contracts.

ANNUAL FUND OPERATING EXPENSES
(AS PERCENTAGE OF NET ASSETS)

<TABLE>
<CAPTION>
TOTAL FUND
MANAGEMENT FEES OTHER EXPENSES OPERATING EXPENSES
--------------- -------------- ------------------
<S> <C> <C> <C>
Hartford Bond Fund.............................. 0.515% 0.020% 0.535%
Hartford Stock Fund............................. 0.455% 0.020% 0.475%
Hartford Money Market Fund...................... 0.450% 0.015% 0.465%
Hartford Advisers Fund.......................... 0.635% 0.020% 0.655%
Hartford Capital Appreciation Fund.............. 0.645% 0.020% 0.665%
Hartford Mortgage Securities Fund............... 0.450% 0.025% 0.475%
Hartford Index Fund............................. 0.400% 0.015% 0.415%
Hartford International Opportunities Fund....... 0.705% 0.090% 0.795%
Hartford Dividend and Growth Fund............... 0.685% 0.020% 0.705%
Hartford International Advisers Fund............ 0.775% 0.120% 0.895%
Hartford MidCap Fund............................ 0.775% 0.040% 0.815%
Hartford Small Company Fund..................... 0.775% 0.020% 0.795%
Hartford Growth and Income Fund (1)............. 0.200% 0.150% 0.350%
Hartford Global Leaders Fund (1)................ 0.200% 0.200% 0.400%
Hartford High Yield Fund (1).................... 0.200% 0.150% 0.350%
</TABLE>

- ---------

(1) Hartford Global Leaders Fund, Hartford High Yield Fund, and Hartford Growth
and Income Fund are new funds. "Total 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 these
until the assets of the Funds (excluding assets contributed by companies
affiliated with HL Investment Advisors, Inc.) reach $20 million. Absent this
waiver, the Management Fee and Total Fund Operating Expenses would be:

<TABLE>
<CAPTION>
TOTAL FUND
MANAGEMENT FEES OPERATING EXPENSES
---------------- ------------------
<S> <C> <C>
Hartford Growth and Income Fund....................................................... 0.750% 0.900%
Hartford Global Leaders Fund.......................................................... 0.750% 0.950%
Hartford High Yield Fund.............................................................. 0.750% 0.900%
</TABLE>

<PAGE>
6 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

EXAMPLE

<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
If you surrender your If you annuitize your If you do not surrender your
Contract at the end of the Contract at the end of the Contract, you would pay the
applicable time period, you applicable time period, you following expenses on a
would pay the following would pay the following $1,000 investment, assuming a
expenses on a $1,000 expenses on a $1,000 5% annual return on assets:
investment, assuming a 5% investment, assuming a 5%
annual return on assets: annual return on assets:

<CAPTION>
5 10 5 10 5 10
SUB-ACCOUNT 1 YEAR 3 YEARS YEARS YEARS 1 YEAR 3 YEARS YEARS YEARS 1 YEAR 3 YEARS YEARS YEARS
------ ------- ------ ------- ------ ------- ------ ------- ------ ------- ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Bond Fund.................... $ 73 $ 107 $141 $218 $ 18 $ 58 $100 $217 $ 19 $ 59 $101 $218
Stock Fund................... 72 105 137 211 18 56 97 211 18 57 97 211
Money Market Fund............ 72 104 137 210 18 56 96 209 18 56 97 210
Advisers Fund................ 74 110 147 231 20 62 106 230 20 62 107 231
Capital Appreciation Fund.... 74 111 147 232 20 62 107 231 20 63 107 232
Mortgage Securities Fund..... 72 105 137 211 18 56 97 211 18 57 97 211
Index Fund................... 72 103 134 205 17 54 94 204 18 55 94 205
International Opportunities
Fund....................... 76 115 154 246 21 66 114 245 22 67 114 246
Dividend & Growth Fund....... 75 112 150 236 20 63 109 235 21 64 110 236
International Advisers
Fund....................... 77 118 159 256 22 69 119 255 23 70 119 256
MidCap Fund.................. 76 115 N/A N/A 21 67 N/A N/A 22 67 N/A N/A
Small Company Fund........... 76 115 154 246 21 66 114 245 22 67 114 246
Growth and Income Fund....... 71 110 N/A N/A 16 62 N/A N/A 17 62 N/A N/A
High Yield Fund.............. 71 110 N/A N/A 16 62 N/A N/A 17 62 N/A N/A
Global Leaders Fund.......... 72 112 N/A N/A 17 64 N/A N/A 18 64 N/A N/A
</TABLE>

The purpose of this table is to assist the Contract Owner in understanding
various costs and expenses that a Contract Owner will bear directly or
indirectly. The table reflects expenses of the Separate Account and underlying
Funds. Premium taxes may also be applicable.

This EXAMPLE should not be considered a representation of past or future
expenses and actual expenses may be greater or less than those shown.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY 7
- --------------------------------------------------------------------------------

ACCUMULATION UNIT VALUES
(FOR AN ACCUMULATION UNIT OUTSTANDING THROUGHOUT THE PERIOD)

The following information has been derived from the audited financial
statements of the separate account, which have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their reports with respect
thereto, and should be read in conjunction with those statements which are
included in the Statement of Additional Information, which is incorporated by
reference in this Prospectus. There is no information regarding the Global
Leaders Fund, Growth and Income Fund and High Yield Fund Sub-Accounts because as
of December 31, 1997, the Sub-Accounts had not yet commenced operations.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------------------------
1997 1996 1995 1994 1993
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
BOND FUND SUB-ACCOUNT
(INCEPTION AUGUST 1, 1986)
Accumulation unit value at beginning of period............ $1.992 $1.880 $1.607 $1.694 $1.556
Accumulation unit value at end of period.................. $2.114 $1.922 $1.880 $1.607 $1.694
Number accumulation units outstanding at end of period (in
thousands)............................................... 107,759 76,247 48,354 33,950 23,803
STOCK FUND SUB-ACCOUNT
(INCEPTION AUGUST 1, 1986)
Accumulation unit value at beginning of period............ $3.547 $2.887 $2.180 $2.250 $1.993
Accumulation unit value at end of period.................. $4.602 $3.547 $2.887 $2.180 $2.250
Number accumulation units outstanding at end of period (in
thousands)............................................... 440,557 317,416 186,727 110,928 60,431
MONEY MARKET FUND SUB-ACCOUNT
(INCEPTION AUGUST 1, 1986)
Accumulation unit value at beginning of period............ $1.587 $1.528 $1.462 $1.424 $1.401
Accumulation unit value at end of period.................. $1.650 $1.587 $1.528 $1.462 $1.424
Number accumulation units outstanding at end of period (in
thousands)............................................... 120,947 110,350 66,468 30,871 14,881
ADVISERS FUND SUB-ACCOUNT
(INCEPTION AUGUST 1, 1986)
Accumulation unit value at beginning of period............ $2.905 $2.523 $1.991 $2.072 $1.870
Accumulation unit value at end of period.................. $3.572 $2.905 $2.523 $1.991 $2.072
Number accumulation units outstanding at end of period (in
thousands)............................................... 999,829 784,326 645,105 414,318 244,980
CAPITAL APPRECIATION FUND SUB-ACCOUNT
(INCEPTION AUGUST 1, 1986)
Accumulation unit value at beginning of period............ $4.010 $3.364 $2.615 $2.583 $2.165
Accumulation unit value at end of period.................. $4.845 $4.010 $3.364 $2.615 $2.583
Number accumulation units outstanding at end of period (in
thousands)............................................... 461,578 353,466 216,591 116,535 58,645
MORTGAGE SECURITIES FUND SUB-ACCOUNT
(INCEPTION AUGUST 1, 1986)
Accumulation unit value at beginning of period............ $1.949 $1.878 $1.637 $1.685 $1.604
Accumulation unit value at end of period.................. $2.098 $1.949 $1.878 $1.637 $1.685
Number accumulation units outstanding at end of period (in
thousands)............................................... 38,292 38,304 31,288 20,674 28,380
INDEX FUND SUB-ACCOUNT
(INCEPTION MAY 1, 1987)
Accumulation unit value at beginning of period............ $2.845 $2.359 $1.750 $1.755 $1.629
Accumulation unit value at end of period.................. $3.726 $2.845 $2.359 $1.750 $1.755
Number accumulation units outstanding at end of period (in
thousands)............................................... 117,372 77,074 32,779 12,030 7,491
INTERNATIONAL OPPORTUNITIES FUND SUB-ACCOUNT
(INCEPTION JULY 2, 1990)
Accumulation unit value at beginning of period............ $1.482 $1.329 $1.181 $1.220 $0.924
Accumulation unit value at end of period.................. $1.469 $1.482 $1.329 $1.181 $1.220
Number accumulation units outstanding at end of period (in
thousands)............................................... 396,430 326,954 222,606 175,763 66,084
DIVIDEND & GROWTH FUND SUB-ACCOUNT
(INCEPTION MARCH 8, 1994)
Accumulation unit value at beginning of period............ $1.650 $1.359 $1.009 $1.000 --
Accumulation unit value at end of period.................. $2.149 $1.650 $1.359 $1.009 --
Number accumulation units outstanding at end of period (in
thousands)............................................... 541,076 301,767 101,085 21,973 --
INTERNATIONAL ADVISERS FUND SUB-ACCOUNT
(INCEPTION MARCH 1, 1995)
Accumulation unit value at beginning of period............ $1.266 $1.146 $1.000 -- --
Accumulation unit value at end of period.................. $1.319 $1.266 $1.146 -- --
Number accumulation units outstanding at end of period (in
thousands)............................................... 109,735 56,743 10,717 -- --
SMALL COMPANY FUND SUB-ACCOUNT
(INCEPTION AUGUST 9, 1996)
Accumulation unit value at beginning of period............ $1.066 $1.000 -- -- --
Accumulation unit value at end of period.................. $1.247 $1.066 -- -- --
Number accumulation units outstanding at end of period (in
thousands)............................................... 108,104 24,397 -- -- --
MIDCAP FUND SUB-ACCOUNT
(INCEPTION JULY 15, 1997)
Accumulation unit value at beginning of period............ $1.000 -- -- -- --
Accumulation unit value at end of period.................. $1.097 -- -- -- --
Number accumulation units outstanding at end of period (in
thousands)............................................... 13,437 -- -- -- --
</TABLE>

<PAGE>
8 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

INTRODUCTION

This Prospectus has been designed to provide you with the necessary
information to make a decision on purchasing an individual or group tax deferred
Variable Annuity Contract offered by Hartford Life and Annuity Insurance Company
("Hartford") in the Fixed Account and/or a series of Separate Account One. (See
"Hartford Life and Annuity Insurance Company," page 8; "The Contracts," page 13;
and "The Separate Account," page 9.) Please read the Glossary of Special Terms
on pages 3 and 4 prior to reading this Prospectus to familiarize yourself with
the terms being used.

The Contracts are available for purchase by individuals and groups on both a
non-qualified and qualified basis. The maximum issue age for the Contract is 85
years old. (See "The Contracts," page 9.) Generally, the minimum initial Premium
Payment is $1,000; the minimum payment is $500, if you are in the InvestEase
program the minimum subsequent payment is $50. There is no deduction for sales
expenses from Premium Payments when made. A deduction will be made for state
Premium Taxes for Contracts sold in certain states. (See "Charges Under the
Contract," page 14.)

Generally, the Contracts are purchased by completing and submitting an
application or an order to purchase, along with the initial Premium Payment, to
Hartford for its approval. Generally, a Contract Owner may exercise his right to
cancel the Contract within ten days of receipt of the Contract by returning the
Contract to Hartford at its Administrative Office. If the Contract Owner
exercises his right to cancel, Hartford will return either the Contract Value or
the original Premium Payments to the Contract Owner. The duration of the right
to cancel period and Hartford's obligation to either return the Contract Value
or the original Premium Payment will depend on state law.

The investment options for the contracts are the Hartford Advisers Fund,
Hartford Bond Fund, Hartford Capital Appreciation Fund, Hartford Dividend and
Growth Fund, Hartford Global Leaders Fund, Hartford Growth and Income Fund,
Hartford High Yield 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,
Hartford Money Market Fund, and such other funds as shall be offered from time
to time (the "Funds"), and the Fixed Account. (See "The Funds," page 9, and "The
Fixed Account," page 11.) With certain limitations, Contract Owners may allocate
their Premium Payments and Contract Values to one or a combination of these
investment options and transfer among the investment options. (See "Transfers
Between Sub-Accounts/Fixed Account," page 14.)

An Annual Maintenance Fee in the amount of $30.00 is deducted from Contract
Values each Contract Year (not applicable to Contracts with Account Values of
$50,000 or more or under other circumstances at the sole discretion of Hartford)
and there is a 1.25% per annum mortality and expense risk charge applied against
all Contract Values held in the Separate Account. (See "Charges Under the
Contract," page 14). Finally, the Funds are subject to certain fees, charges and
expenses (see the accompanying Funds' prospectus).

The Contracts may be surrendered, or portions of the value of the Contracts
may be withdrawn, at any time prior to the Annuity Commencement Date. (See
"Surrender Benefits," page 17). However, a contingent deferred sales charge may
be assessed against Contract Values when they are surrendered. Contingent
deferred sales charges will not be assessed in certain instances, including
withdrawals up to the annual withdrawal amount and the payment of Death
Benefits. (See "Charges Under the Contract," page 14.)

The Contract provides for a minimum death benefit in the event of the death
of the Annuitant or Contract Owner before Annuity payments have commenced (see
"Death Benefits," page 16). Various annuity options are available under the
Contract for election by the Contract Owner on either a fixed or variable basis.
In the absence of an annuity option election, the Contract Value (less
applicable Premium Taxes) will be applied on the Annuity Commencement Date to
provide a life annuity with 120 monthly payments certain (see "Settlement
Provisions," page 19).

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

HARTFORD LIFE AND ANNUITY INSURANCE COMPANY

Hartford Life and Annuity Insurance Company 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. Effective on January 1, 1998, Hartford's name changed
from ITT Hartford Life and Annuity Insurance Company 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.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY 9
- --------------------------------------------------------------------------------

HARTFORD RATINGS

<TABLE>
<CAPTION>
EFFECTIVE
DATE OF
RATING AGENCY RATING RATING BASIS OF RATING
- -------------------- ------------- ------ -----------------------
<S> <C> <C> <C>
A.M. Best and Financial soundness and
Company, Inc........ 9/9/97 A+ operating performance.
Insurer financial
Standard & Poor's... 1/23/98 AA strength
Duff & Phelps....... 1/23/98 AA+ Claims paying ability
</TABLE>

THE SEPARATE ACCOUNT

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

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

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

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

Hartford does not guarantee the investment results of the Separate Accounts
or any of the underlying investments. There is no assurance that the value of a
Contract during the years prior to retirement or the aggregate amount of the
Variable Annuity payments will equal the total of Premium Payments made under
the Contract. Since each underlying Fund has different investment objectives,
each is subject to different risks. These risks are more fully described in the
accompanying Funds' prospectus.

THE FUNDS

All of the Funds are sponsored by Hartford and are incorporated under the
laws of the State of Maryland. HL Investment Advisors, Inc. ("HL Advisors")
serves as the investment adviser to each of the Funds.

Wellington Management Company, LLP serves as sub-investment adviser for
Hartford Advisers Fund, Hartford Capital Appreciation Fund, Hartford Dividend
and Growth Fund, Hartford Global Leaders Fund, Hartford Growth and Income Fund,
Hartford International Advisers Fund, Hartford International Opportunities Fund,
Hartford MidCap Fund, Hartford Small Company Fund, and Hartford Stock Fund.

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

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

Depending on where you purchase the Contract, other investment options may
be available.
<PAGE>
10 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

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

HARTFORD ADVISERS FUND

Seeks maximum long-term total rate of return by investing in common stocks
and other equity securities, bonds and other debt securities, and money market
instruments.

HARTFORD BOND FUND

Seeks maximum current income consistent with preservation of capital by
investing primarily in fixed-income securities. Up to 20% of the total assets of
this Fund may be invested in debt securities rated in the highest category below
investment grade ("Ba" by Moody's Investor Services, Inc. or "BB" by Standard &
Poor's) or, if unrated, are determined to be of comparable quality by the Fund's
investment adviser. Securities rated below investment grade are commonly
referred to as "high yield-high risk securities" or "junk bonds." For more
information concerning the risks associated with investing in such securities,
please refer to the section in the accompanying prospectus for the Funds
entitled "Hartford Bond Fund, Inc. -- Investment Policies."

HARTFORD CAPITAL APPRECIATION FUND

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

HARTFORD DIVIDEND AND GROWTH FUND

Seeks a high level of current income consistent with growth of capital and
reasonable investment risk.

HARTFORD GLOBAL LEADERS FUND

Seeks growth of capital by investing primarily in equity securities issued
by U.S. companies and non-U.S. companies.

HARTFORD GROWTH AND INCOME FUND

Seeks growth of capital and current income by investing primarily in equity
securities with earnings growth potential and steady or rising dividends.

HARTFORD HIGH YIELD FUND

Seeks high current income by investing in non-investment grade fixed-income
securities. Growth of capital is a secondary objective.

HARTFORD INDEX FUND

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

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

HARTFORD INTERNATIONAL OPPORTUNITIES FUND

Seeks growth of capital by investing primarily in equity securities issued
by non-U.S. companies.

HARTFORD MIDCAP FUND

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

HARTFORD MORTGAGE SECURITIES FUND

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

HARTFORD SMALL COMPANY FUND

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

HARTFORD STOCK FUND

Seeks long-term growth by investing primarily in equity securities.

HARTFORD MONEY MARKET FUND

Seeks maximum current income consistent with liquidity and preservation of
capital.

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

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

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

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

* "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 ("INDEX FUND") IS NOT
SPONSORED, ENDORSED, SOLD OR PROMOTED BY STANDARD & POOR'S AND STANDARD &
POOR'S MAKES NO REPRESENTATION REGARDING THE ADVISABILITY OF INVESTING IN THE
INDEX FUND.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY 11
- --------------------------------------------------------------------------------

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

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

THE FIXED ACCOUNT

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

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

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

From time to time, Hartford may credit increased interest rates to Contract
Owners under certain programs established at the discretion of Hartford.
Contract Owners may enroll in a special pre-authorized transfer program known as
Hartford's Dollar Cost Averaging Bonus Program (the "Program"). Under this
Program, Contract Owners who enroll may allocate a minimum of $5,000 of their
Premium Payment into the Program (Hartford may allow a lower minimum Premium
Payment for qualified plan transfers or rollovers, including IRAs) and
pre-authorize transfers to any of the Sub-Accounts under either the 6 Month
Transfer Program or 12 Month Transfer Program. The 6 Month Transfer Program and
the 12 Month Transfer Program will generally have different credited interest
rates. Under the 6 Month Transfer Program, the interest rate can accrue up to 6
months and all Premium Payments and accrued interest must be transferred to the
selected Sub-Accounts in 3 to 6 months. Under the 12 Month Transfer Program, the
interest rate can accrue up to 12 months and all Premium Payments and accrued
interest must be transferred to the selected Sub-Accounts in 7 to 12 months.
This will be accomplished by monthly transfers for the period
<PAGE>
12 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

selected and a final transfer of the entire amount remaining in the Program.

For Contract Owners who purchase their Contract in the state of New York,
only the 12 Month Transfer Program is currently available. That Program has been
extended for New York Contract Owners to allow Premium Payments and accrued
interest to be transferred from the Program to the selected Sub-Accounts over 3
to 12 months.

The pre-authorized transfers will begin within 15 days after the initial
Program Premium Payment and complete enrollment instructions are received by
Hartford. If complete Program enrollment instructions are not received by
Hartford within 15 days of receipt of the initial Program Premium Payment, the
Program will be voided and the entire balance in the Program will be credited
with the non-Program interest rate then in effect for the Fixed Account.

Any subsequent Premium Payments received by Hartford within the Program
period selected will be allocated to the Sub-Accounts over the remainder of that
Program transfer period, unless otherwise directed by the Contract Owner.

A Contract Owner may only have one dollar cost averaging program in place at
one time, this means one standard dollar cost averaging plan or one Dollar Cost
Averaging Bonus Program.

Contract Owners may elect to terminate the pre-authorized transfers by
calling or writing Hartford of their intent to cancel their enrollment in the
Program. Upon cancellation of enrollment in the Program, Contract Owners will no
longer receive the increased interest rate. Hartford reserves the right to
discontinue, modify or amend the Program or any other interest rate program
established by Hartford. Any change to the Program will not affect Contract
Owners currently enrolled in the Program. This Program may not be available in
all states; please contact Hartford to determine if it is available in your
state.

PERFORMANCE RELATED INFORMATION

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

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

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

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

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

The Money Market Fund Sub-Account may advertise yield and effective yield.
The yield of 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.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY 13
- --------------------------------------------------------------------------------

Hartford may provide information on various topics to Contract Owners and
prospective Contract Owners in advertising, sales literature or other materials.
These topics may include the relationship between sectors of the economy and the
economy as a whole and its effect on various securities markets, investment
strategies and techniques (such as value investing, dollar cost averaging and
asset allocation), the advantages and disadvantages of investing in tax-
advantaged and taxable instruments, customer profiles and hypothetical purchase
scenarios, financial management and tax and retirement planning, and other
investment alternatives, including comparisons between the Contracts and the
characteristics of and market for such alternatives.

THE CONTRACTS

CONTRACTS OFFERED

The Contracts are individual or group tax deferred Variable Annuity
Contracts designed for retirement planning purposes and may be purchased by any
individual, group or trust, including any trustee or custodian for a retirement
plan qualified under Sections 401(a) or 403(a) of the Code; annuity purchase
plans adopted by public school systems and certain tax-exempt organizations
according to Section 403(b) of the Code; Individual Retirement Annuities adopted
according to Section 408 of the Code; employee pension plans established for
employees by a state, a political subdivision of a state, or an agency or
instrumentality of either a state or a political subdivision of a state, and
certain eligible deferred compensation plans as defined in Section 457 of the
Code ("Qualified Contracts"). The maximum issue age for the Contract is 85 years
old.

PREMIUM PAYMENTS AND INITIAL ALLOCATIONS

Generally, the minimum initial Premium Payment is $1,000; the minimum
subsequent payment is $500, if you are in the InvestEase program the minimum
subsequent payment is $50. Certain plans may make smaller periodic payments.
Each Premium Payment may be split among the various Sub-Accounts and/or the
Fixed Account subject to minimum amounts then in effect.

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

CREDITING AND VALUATION -- The balance of the initial Premium Payment
remaining after the deduction of any applicable Premium Tax is credited to your
Contract within two business days of receipt of a properly completed application
or an order to purchase a Contract and the initial Premium Payment by Hartford
at its Administrative Office. It will be credited to the Sub-Account(s) and/or
the Fixed Account in accordance with your election. If the application or other
information is incomplete when received, the balance of the initial Premium
Payment, after deduction of any applicable Premium Tax, will be credited to the
Sub-Account(s) or the Fixed Account within five business days of receipt. If the
initial Premium Payment is not credited within five business days, the Premium
Payment will be immediately returned unless you have been informed of the delay
and request that the Premium Payment not be returned.

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

Subsequent Premium Payments are priced on the Valuation Day received by
Hartford at its Administrative Office.

CONTRACT VALUE

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

per share of the corresponding Fund at the beginning of the Valuation Period,
minus (b) the mortality and expense risk charge. You should refer to the
prospectus for each of the Funds which accompanies this Prospectus for a
description of how the assets of each Fund are valued since each determination
has a direct bearing on the Accumulation Unit value of the Sub-Account and
therefore the value of a Contract. The Accumulation Unit Value is affected by
the performance of the underlying Fund(s), expenses and deduction of the charges
described in this Prospectus.

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

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

TRANSFERS BETWEEN SUB-ACCOUNTS/
FIXED ACCOUNT

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

The policy of Hartford and its agents and affiliates is that they will not
be responsible for losses resulting from acting upon telephone requests
reasonably believed to be genuine. Hartford will employ reasonable procedures to
confirm that instructions communicated by telephone are genuine; otherwise,
Hartford may be liable for any losses due to unauthorized or fraudulent
instructions. The procedures Hartford follows for transactions initiated by
telephone include requirements that callers provide certain information for
identification purposes. All transfer instructions by telephone are tape
recorded.

Hartford may permit the Contract Owner to pre-authorize transfers among
Sub-Accounts and between Sub-Accounts and the Fixed Account under certain
circumstances. Transfers between the Sub-Accounts may be made both before and
after Annuity payments commence (limited to once a quarter) provided that the
minimum allocation to any Sub-Account may not be less than $500. No minimum
balance is required in any Sub-Account.

It is the responsibility of the Contract Owner or Participant to verify the
accuracy of all confirmations of transfers and to promptly advise Hartford of
any inaccuracies within 30 days of receipt of the confirmation. Hartford will
send the Contract Owner a confirmation of the transfer within five days from the
date of any instruction.

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

Subject to the exceptions set forth in the following two paragraphs, 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 the Fixed Account and could include, but not be limited to, the
requirement of a minimum time period between each transfer, not accepting
transfer requests of an agent acting under a power of attorney on behalf of more
than one Contract Owner, or limiting the dollar amount that may be transferred
between the Sub-Accounts and the Fixed Account by a Contract Owner at any one
time. Such restrictions may be applied in any manner reasonably designed to
prevent any use of the transfer right which is considered by Hartford to be to
the disadvantage of other Contract Owners.

Currently, and with respect to Contracts issued in all states, the only
restriction in effect is that 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.

CHARGES UNDER THE CONTRACT

CONTINGENT DEFERRED SALES CHARGES ("SALES CHARGES")

PURPOSE OF SALES CHARGES -- Sales Charges cover expenses relating to the
sale and distribution of the
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HARTFORD LIFE AND ANNUITY INSURANCE COMPANY 15
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Contracts, including commissions paid to distributing organizations and its
sales personnel, the cost of preparing sales literature and other promotional
activities. If these charges are not sufficient to cover sales and distribution
expenses, Hartford will pay them from its general assets, including surplus.
Surplus might include profits resulting from unused mortality and expense risk
charges.

ASSESSMENT OF SALES CHARGES -- There is no deduction for sales expenses from
Premium Payments when made, however, a Sales Charge may be assessed against
Premium Payments when surrendered. The length of time from receipt of a Premium
Payment to the time of surrender determines the percentage of the Sales Charge.
Premium payments are deemed to be surrendered in the order in which they were
received.

During the first seven years from each Premium Payment, a Sales Charge will
be assessed against the surrender of Premium Payments. During this time, all
surrenders in excess of the Annual Withdrawal Amount will be first from Premium
Payments and then from earnings. The Annual Withdrawal Amount is first from
earnings and then from Premium Payments. After the seventh Contract Year, all
surrenders will first be taken from earnings and then from Premium Payments and
a Sales Charge will not be assessed against the surrender of earnings. If an
amount equal to all earnings has been surrendered, a Sales Charge will not be
assessed against Premium Payments received more than seven years prior to
surrender, but will be assessed against Premium Payments received less than
seven years prior to surrender. For additional information, see Federal Tax
Considerations, page 21.

Upon receipt of a request for a full surrender, Hartford will assess any
applicable Sales Charge against the surrender proceeds representing the lesser
of: (1) aggregate Premium Payments not previously withdrawn or (2) the Contract
Value, less the Annual Withdrawal Amount available at the time of the full
surrender, less the Annual Maintenance Fee, if applicable. Taking the Annual
Withdrawal Amount prior to the full surrender may, depending upon the amount of
investment gain experienced, reduce the amount of any Sales Charge paid.

The Sales Charge is a percentage of the amount surrendered (not to exceed
the aggregate amount of the Premium Payments made) and equals:

<TABLE>
<CAPTION>
LENGTH OF TIME
FROM PREMIUM PAYMENT
(NUMBER OF YEARS) CHARGE
-------------------- -----
<S> <C>
1 6%
2 6%
3 5%
4 5%
5 4%
6 3%
7 2%
8 or more 0%
</TABLE>

PAYMENTS NOT SUBJECT TO SALES CHARGES

ANNUAL WITHDRAWAL AMOUNT -- During the first seven years from each Premium
Payment, on a non-cumulative basis, a Contract Owner may make a partial
surrender of Contract Values of up to 10% of the aggregate Premium Payments, as
determined on the date of the requested surrender, without the application of
the Sales Charge. After the seventh year from each Premium Payment, also on a
non-cumulative basis, the Contract Owner may make a partial surrender of 10% of
Premium Payments made during the seven years prior to the surrender and 100% of
the Contract Value less the Premium Payments made during the seven years prior
to the surrender.

EXTENDED WITHDRAWAL PRIVILEGE -- This privilege allows Annuitants who attain
age 70 1/2 with a Contract held under an Individual Retirement Account or 403(b)
plan to surrender an amount equal to the required minimum distribution for the
stated Contract without incurring a Sales Charge or not subject to a Sales
Charge.

WAIVERS OF SALES CHARGES

CONFINEMENT IN A HOSPITAL, LONG TERM CARE FACILITY OR NURSING HOME
- -- Hartford will waive any Sales Charge applicable to a partial or full
surrender if the Annuitant is confined, at the recommendation of a physician for
medically necessary reasons, for at least 180 calendar days to: a hospital
recognized as a general hospital by the proper authority of the state in which
it is located; or a hospital recognized as a general hospital by the Joint
Commission on the Accreditation of Hospitals; or a facility certified as a
hospital or long-term care facility; or a nursing home licensed by the state in
which it is located and offers the services of a registered nurse 24 hours a
day.

The Annuitant cannot be confined at the time the Contract was purchased in
order to receive this waiver and the Contract Owner(s) must have been the
Contract Owner(s) continuously since the Contract issue date; must provide
written proof of confinement satisfactory to Hartford; and must request the
partial or full surrender within 91 calendar days of the last day of
confinement.

This waiver may not be available in all states. Please contact your
registered representative or Hartford to determine availability.

DEATH OF THE ANNUITANT OR CONTRACT OWNER OR PAYMENTS UNDER AN ANNUITY OPTION
- -- No Sales Charge otherwise applicable will be assessed in the event of death
of the Annuitant, death of the Contract Owner or if payments are made under an
Annuity option (other than a surrender out of Annuity Option 4) provided for
under the Contract.

OTHER PLANS OR PROGRAMS -- Certain plans or programs established by Hartford
from time to time may have different surrender privileges.
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16 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
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MORTALITY AND EXPENSE RISK CHARGE

For assuming these risks under the Contracts, Hartford will make a daily
charge at the rate of 1.25% per annum against all Contract Values held in the
Sub-Accounts during the life of the Contract (estimated at .90% for mortality
and .35% for expense). Although Variable Annuity payments made under the
Contracts will vary in accordance with the investment performance of the
underlying Fund shares held in the Sub-Account(s), the payments will not be
affected by (a) Hartford's actual mortality experience among Annuitants before
or after the Annuity Commencement Date or (b) Hartford's actual expenses, if
greater than the deductions provided for in the Contracts because of the expense
and mortality undertakings by Hartford.

There are two types of mortality undertakings: those made during the
accumulation or deferral phase and those made during the annuity payout phase.
The mortality undertaking made by Hartford in the accumulation phase is that
Hartford may experience a loss resulting from the assumption of the mortality
risk relative to the guaranteed death benefit in event of the death of an
Annuitant or Contract Owner before commencement of Annuity payments, in periods
of declining value or in periods where the contingent deferred sales charges
would have been applicable. The mortality undertakings provided by Hartford
during the annuity payout phase are to make monthly Annuity payments (determined
in accordance with the 1983a Individual Annuity Mortality Table and other
provisions contained in the Contract) to Annuitants regardless of how long an
Annuitant may live, and regardless of how long all Annuitants as a group may
live. Hartford also assumes the liability for payment of a minimum death benefit
under the Contract. These mortality undertakings are based on Hartford's
determination of expected mortality rates among all Annuitants. If actual
experience among Annuitants during the Annuity payment period deviates from
Hartford's actuarial determination of expected mortality rates among Annuitants
because, as a group, their longevity is longer than anticipated, Hartford must
provide amounts from its general funds to fulfill its contractual obligations.
Hartford will bear the loss in such a situation.

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

ANNUAL MAINTENANCE FEE

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

WAIVERS OF THE ANNUAL MAINTENANCE FEE -- Annual Maintenance Fees are waived for
Contracts with Contract Value equal to or greater than $50,000. In addition,
Hartford will waive one Annual Maintenance Fee for Contract Owners who own one
or more Contracts with a combined Contract Value of $50,000 up to $100,000. If
the Contract Owner has multiple contracts with a combined Contract Value of
$100,000 or greater, Hartford will waive the Annual Maintenance Fee on all
Contracts. However, Hartford reserves the right to limit the number of Annual
Maintenance Fee waivers to a total of six Contracts. Hartford reserves the right
to waive the Annual Maintenance Fee under other conditions.

PREMIUM TAXES

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

EXCEPTIONS TO CHARGES UNDER THE CONTRACTS

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

DEATH BENEFITS

The Contract provides that in the event the Annuitant dies before the
selected Annuity Commencement Date, the Contingent Annuitant will become the
Annuitant. If (1) the Annuitant dies before the Annuity Commencement Date and
either (a) there is no designated Contingent Annuitant or (b) the Contingent
Annuitant predeceases the Annuitant, or (2) if any Contract Owner dies before
the Annuity Commencement Date, the Beneficiary as determined under the Contract
Control Provisions, will receive the Death
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY 17
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Benefit as determined on the date of receipt of Due Proof of Death by Hartford
in its Home Office. With regard to Joint Contract Owners, at the first death of
a joint Contract Owner prior to the Annuity Commencement Date, the Beneficiary
will be the surviving Contract Owner notwithstanding that the Beneficiary
designation may be different.

GUARANTEED DEATH BENEFIT -- If the Annuitant dies before the Annuity
Commencement Date and there is no designated Contingent Annuitant surviving, or
if the Contract Owner dies before the Annuity Commencement Date, the Beneficiary
will receive the greatest of (a) the Contract Value determined as of the day
written proof of death of such person is received by Hartford, or (b) 100% of
the total Premium Payments made to such Contract, reduced by the dollar amount
of any partial surrenders since the issue date, or (c) the Maximum Anniversary
Value immediately preceding the date of death. The Maximum Anniversary Value is
equal to the greatest Anniversary Value attained from the following:

As of the date of receipt of Due Proof of Death, Hartford will calculate an
Anniversary Value for each Contract Anniversary prior to the deceased's attained
age 81. The Anniversary Value is equal to the Contract Value on a Contract
Anniversary, increased by the dollar amount of any Premium Payments made since
that anniversary and reduced by the dollar amount of any partial surrenders
since that anniversary.

If the Annuitant or Contract Owner, as applicable, dies after the Annuity
Commencement Date, then the Death Benefit will equal the present value of any
remaining payments under the elected Annuity Option. In computing such present
value for the portion of such remaining payments attributable to the Separate
Account, Hartford will assume a net investment rate of 5.0% per year.

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

However, in the event of the Contract Owner's death where the sole
Beneficiary is the spouse of the Contract Owner and the Annuitant or Contingent
Annuitant is living, such spouse may elect, in lieu of receiving the death
benefit, to be treated as the Contract Owner. The Contract Value and the Maximum
Anniversary Value of the Contract will be unaffected by treating the spouse as
the Contract Owner.

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

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

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

SURRENDER BENEFITS

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

Under any of the Annuity options excluding Annuity Options 4 and the Annuity
Proceeds Settlement Option, no surrenders are permitted after Annuity payments
commence. Only full surrenders are allowed out of Annuity Option 4 and any such
surrender will be subject to contingent deferred sales charges, if applicable.
Full or partial
<PAGE>
18 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
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withdrawals may be made from the Annuity Proceeds Settlement Option at any time
and contingent deferred sales charges will not be applied.

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

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

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

Hartford may permit the Contract Owner to pre-authorize partial surrenders
subject to certain limitations then in effect.

TELEPHONE SURRENDER PRIVILEGES -- Hartford permits partial surrenders by
telephone subject to dollar amount limitations in effect at the time a Contract
Owner requests the surrender. To request partial surrenders by telephone, a
Contract Owner must have completed and returned to Hartford a Telephone
Redemption Program Enrollment Form authorizing telephone surrenders. If there
are joint Contract Owners, both must authorize Hartford to accept telephone
instructions and agree that Hartford may accept telephone instructions for
partial surrenders from either Contract Owner. Partial surrender requests will
not be honored until Hartford receives all required documents in proper form.

Telephone authorization will remain valid until (a) Hartford receives
written notice of revocation by a Contract Owner, or, in the case of joint
Contract Owners, written notice from either Contract Owner; (b) Hartford
discontinues the privilege; or (c) Hartford has reason to believe that a
Contract Owner has entered into a market timing agreement with an investment
adviser and/or broker/dealer.

Hartford may record any telephone calls to verify data concerning
transactions and may adopt other procedures to confirm that telephone
instructions are genuine. Hartford will not be liable for losses or expenses
arising out of telephone instructions reasonably believed to be genuine.

In order to obtain that day's unit values on surrender, Hartford must
receive telephone surrender instructions prior to the close of trading on the
New York Stock Exchange (generally 4:00 p.m.).

Hartford may modify, suspend, or terminate telephone transaction privileges
at any time.

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

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

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

DISTRIBUTIONS PRIOR TO AGE 59 1/2 DUE TO FINANCIAL HARDSHIP OR SEPARATION
FROM SERVICE MAY STILL BE SUBJECT TO A PENALTY TAX OF 10%.

HARTFORD WILL NOT ASSUME ANY RESPONSIBILITY IN DETERMINING WHETHER A
WITHDRAWAL IS PERMISSIBLE, WITH OR WITHOUT TAX PENALTY,
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY 19
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IN ANY PARTICULAR SITUATION; OR IN MONITORING WITHDRAWAL REQUESTS REGARDING PRE
OR POST JANUARY 1, 1989 ACCOUNT VALUES.

ANY SUCH FULL OR PARTIAL SURRENDER DESCRIBED ABOVE MAY AFFECT THE CONTINUING
TAX QUALIFIED STATUS OF SOME CONTRACTS OR PLANS AND MAY RESULT IN ADVERSE TAX
CONSEQUENCES TO THE CONTRACT OWNER. THE CONTRACT OWNER, THEREFORE, SHOULD
CONSULT WITH HIS TAX ADVISER BEFORE UNDERTAKING ANY SUCH SURRENDER. (SEE
"FEDERAL TAX CONSIDERATIONS," PAGE 21.)

SETTLEMENT PROVISIONS

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

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

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

ANNUITY PAYMENT OPTIONS

OPTION 1 -- Life Annuity

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

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

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

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

OPTION 3 -- Joint and Last Survivor Annuity

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

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

OPTION 4 -- Payments for a Designated Period

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

In the event of the Annuitant's death prior to the end of the designated
period, the present value as of the date of the Annuitant's death, of any
remaining guaranteed payments will be paid in one sum to the Beneficiary or
<PAGE>
20 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
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Beneficiaries designated unless other provisions have been made and approved by
Hartford.

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

ANNUITY PROCEEDS SETTLEMENT OPTION

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

Hartford may offer other annuity or settlement options from time to time.

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

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

When Annuity payments are to commence, the value of the Contract is
determined as the sum of (1) the value of the Fixed Account no earlier than the
close of business on the fifth Valuation Day preceding the date the first
Annuity payment is due plus (2) the product of (a) the value of the Accumulation
Unit of each Sub-Account on that same day and (b) the number of Accumulation
Units credited to each Sub-Account as of the date the Annuity is to commence.

All annuity payments under any option will occur on the same day of the
month as the Annuity Commencement Date, based on the payment frequency selected
by the Contract Owner. Available payment frequencies include monthly, quarterly,
semi-annual and annual. The payment frequency may not be changed after payout
has begun.

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

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

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

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

FIXED ANNUITY -- Fixed Annuity payments are determined at annuitization by
multiplying the Contract Value (less applicable Premium Taxes) by a rate to be
determined by Hartford which is no less than the rate specified in the Fixed
Payment Annuity tables in the Contract. The Annuity payment will remain level
for the duration of the Annuity.
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HARTFORD LIFE AND ANNUITY INSURANCE COMPANY 21
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OTHER INFORMATION

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

CONTRACT MODIFICATION -- The Annuitant may not be changed; however, the
Contingent Annuitant may be changed at any time prior to the Annuity
Commencement Date by written notice to Hartford.

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

FEDERAL TAX CONSIDERATIONS

What are some of the federal tax consequences which affect these Contracts?

A. GENERAL

SINCE THE TAX LAW IS COMPLEX AND SINCE TAX CONSEQUENCES WILL VARY ACCORDING
TO THE ACTUAL STATUS OF THE CONTRACT OWNER INVOLVED AND THE TYPE OF PLAN UNDER
WHICH THE CONTRACT IS PURCHASED, LEGAL AND TAX ADVICE MAY BE NEEDED BY A PERSON,
TRUSTEE OR OTHER ENTITY CONTEMPLATING THE PURCHASE OF A CONTRACT DESCRIBED
HEREIN.

It should be understood that any detailed description of the federal income
tax consequences regarding the purchase of these Contracts cannot be made in
this Prospectus and that special tax rules may be applicable with respect to
certain purchase situations not discussed herein. In addition, no attempt is
made here to consider any applicable state or other tax laws. For detailed
information, a qualified tax adviser should always be consulted. The discussion
here and in Appendix I, commencing on page 27, is based on Hartford's
understanding of existing federal income tax laws as they are currently
interpreted.

B. TAXATION OF HARTFORD AND
THE SEPARATE ACCOUNT

The Separate Account is taxed as part of Hartford which is taxed as a life
insurance company in accordance with the Internal Revenue Code of 1986, as
amended (the "Code"). Accordingly, the Separate Account will not be taxed as a
"regulated investment company" under subchapter M of Chapter 1 of the Code.
Investment income and any realized capital gains on the assets of the Separate
Account are reinvested and are taken into account in determining the value of
the Accumulation and Annuity Units (See "Accumulation Unit Values" commencing on
page 7). As a result, such investment income and realized capital gains are
automatically applied to increase reserves under the Contract.

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

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

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

1. NON-NATURAL PERSONS, CORPORATIONS, ETC.

Section 72 contains provisions for Contract Owners which are non-natural
persons. Non-natural persons include corporations, trusts, limited liability
companies and partnerships. The annual net increase in the value of the Contract
is currently includable in the gross income of a non-natural person, unless the
non-natural person holds the Contract as an agent for a natural person. There
are additional exceptions from current inclusion for (i) certain annuities held
by structured settlement companies, (ii) certain annuities held by an employer
with respect to a terminated qualified retirement plan and (iii) certain
immediate annuities. A non-natural person which is a tax-exempt entity for
federal tax purposes will not be subject to income tax as a result of this
provision.

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

2. OTHER CERTIFICATE OWNERS (NATURAL PERSONS).

A Contract Owner is not taxed on increases in the value of the Contract
until an amount is received or deemed
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22 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
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received, e.g., in the form of a lump sum payment (full or partial value of a
Contract) or as Annuity payments under the settlement option elected.

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

A. DISTRIBUTIONS PRIOR TO THE ANNUITY COMMENCEMENT DATE.

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

ii. To the extent that the value of the Contract (ignoring any surrender
charges except on a full surrender) exceeds the "investment in the
contract," such excess constitutes the "income on the contract."

iii. Any amount received or deemed received prior to the Annuity Commencement
Date (e.g., upon a partial surrender) is deemed to come first from any
such "income on the contract" and then from "investment in the contract,"
and for these purposes such "income on the contract" shall be computed by
reference to any aggregation rule in subparagraph 2.c. below. As a result,
any such amount received or deemed received (1) shall be includable in
gross income to the extent that such amount does not exceed any such
"income on the contract," and (2) shall not be includable in gross income
to the extent that such amount does exceed any such "income on the
contract." If at the time that any amount is received or deemed received
there is no "income on the contract" (e.g., because the gross value of the
Contract does not exceed the "investment in the contract" and no
aggregation rule applies), then such amount received or deemed received
will not be includable in gross income, and will simply reduce the
"investment in the Contract."

iv. The receipt of any amount as a loan under the Contract or the assignment or
pledge of any portion of the value of the Contract shall be treated as an
amount received for purposes of this subparagraph a. and the next
subparagraph b.

v. In general, the transfer of the Contract, without full and adequate
consideration, will be treated as an amount received for purposes of this
subparagraph a. and the next subparagraph b. This transfer rule does not
apply, however, to certain transfers of property between spouses or incident
to divorce.

B. DISTRIBUTIONS AFTER ANNUITY COMMENCEMENT DATE.

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

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

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

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

C. AGGREGATION OF TWO OR MORE ANNUITY CONTRACTS.

Contracts issued after October 21, 1988 by the same insurer (or affiliated
insurer) to the same Contract Owner within the same calendar year (other than
certain contracts held in connection with a tax-qualified retirement
arrangement) will be treated as one annuity Contract for the purpose of
determining the taxation of distributions prior to the Annuity Commencement
Date. An annuity contract received in a tax-free exchange for another annuity
contract or life insurance contract may be treated as a new Contract for this
purpose. Hartford believes that for any annuity subject to such aggregation, the
values under the Contracts and the investment in the contracts will be added
together to determine the taxation under subparagraph 2.a., above, of amounts
received or deemed received prior to the Annuity Commencement Date. Withdrawals
will first be treated as withdrawals of income until all of the income from all
such Contracts is withdrawn. As of the date of this Prospectus, there are no
regulations interpreting this provision.

D. 10% PENALTY TAX -- APPLICABLE TO CERTAIN WITHDRAWALS AND ANNUITY
PAYMENTS.

i. If any amount is received or deemed received on the Contract (before or
after the Annuity Commencement Date), the Code applies a penalty tax equal
to ten percent of the portion of the amount includable in gross income,
unless an exception applies.
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HARTFORD LIFE AND ANNUITY INSURANCE COMPANY 23
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ii. The 10% penalty tax will not apply to the following distributions
(exceptions vary based upon the precise plan involved):

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

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

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

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

5. Distributions of amounts which are allocable to the "investment in the
contract" prior to August 14, 1982 (see next subparagraph e.).

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

If the Contract was obtained by a tax-free exchange of a life insurance or
annuity Contract purchased prior to August 14, 1982, then any amount received or
deemed received prior to the Annuity Commencement Date shall be deemed to come
(1) first from the amount of the "investment in the contract" prior to August
14, 1982 ("pre-8/14/82 investment") carried over from the prior Contract, (2)
then from the portion of the "income on the contract" (carried over to, as well
as accumulating in, the successor Contract) that is attributable to such
pre-8/14/82 investment, (3) then from the remaining "income on the Contract" and
(4) last from the remaining "investment in the contract." As a result, to the
extent that such amount received or deemed received does not exceed such
pre-8/14/82 investment, such amount is not includable in gross income., In
addition, to the extent that such amount received or deemed received does not
exceed the sum of (a) such pre-8/14/82 investment and (b) the "income on the
contract" attributable thereto, such amount is not subject to the 10% penalty
tax. In all other respects, amounts received or deemed received from such post-
exchange Contracts are generally subject to the rules described in this
subparagraph 3.

F. REQUIRED DISTRIBUTIONS.

i. Death of Contract Owner or Primary Annuitant

Subject to the alternative election or spouse beneficiary provisions in ii
or iii below:

1. If any Contract Owner dies on or after the Annuity Commencement Date and
before the entire interest in the Contract has been distributed, the
remaining portion of such interest shall be distributed at least as
rapidly as under the method of distribution being used as of the date of
such death;

2. If any Contract Owner dies before the Annuity Commencement Date, the
entire interest in the Contract will be distributed within 5 years after
such death; and

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

ii. Alternative Election to Satisfy Distribution
Requirements

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

iii. Spouse Beneficiary

If any portion of the interest of a Contract Owner is payable to or for
the benefit of his or her spouse, and the Annuitant or Contingent
Annuitant is living, such spouse shall be treated as the Contract Owner of
such portion for purposes of section i. above.

3. DIVERSIFICATION REQUIREMENTS.

Section 817 of the Code provides that a variable annuity contract will not
be treated as an annuity contract for any period during which the investments
made by the separate account or underlying fund are not adequately diversified
in accordance with regulations prescribed by the Treasury Department. If a
Contract is not treated as an annuity contract, the Contract Owner will be
subject to income tax on the annual increases in cash value.

The Treasury Department has issued diversification regulations which
generally require, among other things, that no more than 55% of the value of the
total assets of the segregated asset account underlying a variable contract is
represented by any one investment, no more than 70% is represented by any two
investments, no more than 80% is represented by any three investments, and no
more than 90% is represented by any four investments. In determining whether the
diversification standards are met, all securities of the same issuer, all
interests in the same real property project, and all interests in the same
commodity are each treated as a single investment. In addition, in the case of
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24 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
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government securities, each government agency or instrumentality shall be
treated as a separate issuer.

A separate account must be in compliance with the diversification standards
on the last day of each calendar quarter or within 30 days after the quarter
ends. If an insurance company inadvertently fails to meet the diversification
requirements, the company may comply within a reasonable period and avoid the
taxation of contract income on an ongoing basis. However, either the company or
the Contract Owner must agree to pay the tax due for the period during which the
diversification requirements were not met.

Hartford monitors the diversification of investments in the separate
accounts and tests for diversification as required by the Code. Hartford intends
to administer all contracts subject to the diversification requirements in a
manner that will maintain adequate diversification.

4. OWNERSHIP OF THE ASSETS IN THE SEPARATE ACCOUNT.

In order for a variable annuity contract to qualify for tax deferral, assets
in the segregated asset accounts supporting the variable contract must be
considered to be owned by the insurance company and not by the variable contract
owner . The Internal Revenue Service ("IRS") has issued several rulings which
discuss investor control. The IRS has ruled that certain incidents of ownership
by the contract owner, such as the ability to select and control investments in
a separate account, will cause the contract owner to be treated as the owner of
the assets for tax purposes.

Further, in the explanation to the temporary Section 817 diversification
regulations, the Treasury Department noted that the temporary regulations "do
not provide guidance concerning the circumstances in which investor control of
the investments of a segregated asset account may cause the investor, rather
than the insurance company, to be treated as the owner of the assets in the
account." The explanation further indicates that "the temporary regulations
provide that in appropriate cases a segregated asset account may include
multiple sub-accounts, but do not specify the extent to which policyholders may
direct their investments to particular sub-accounts without being treated as the
owners of the underlying assets. Guidance on this and other issues will be
provided in regulations or revenue rulings under Section 817(d), relating to the
definition of variable contract." The final regulations issued under Section 817
did not provide guidance regarding investor control, and as of the date of this
prospectus, no other such guidance has been issued. Further, Hartford does not
know if or in what form such guidance will be issued. In addition, although
regulations are generally issued with prospective effect, it is possible that
regulations may be issued with retroactive effect. Due to the lack of specific
guidance regarding the issue of investor control, there is necessarily some
uncertainty regarding whether a Contract Owner could be considered the owner of
the assets for tax purposes. Hartford reserves the right to modify the
contracts, as necessary, to prevent Contract Owners from being considered the
owners of the assets in the separate accounts.

D. FEDERAL INCOME TAX WITHHOLDING

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

1. NON-PERIODIC DISTRIBUTIONS.

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

2. PERIODIC DISTRIBUTIONS (DISTRIBUTIONS PAYABLE OVER A PERIOD GREATER THAN ONE
YEAR).

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

E. GENERAL PROVISIONS AFFECTING QUALIFIED RETIREMENT PLANS

The Contract may be used for a number of qualified retirement plans. If the
Contract is being purchased with respect to some form of qualified retirement
plan, please refer to Appendix I commencing on page 27 for information relative
to the types of plans for which it may be used and the general explanation of
the tax features of such plans.

F. ANNUITY PURCHASES BY NONRESIDENT
ALIENS AND FOREIGN CORPORATIONS

The discussion above provides general information regarding U.S. federal
income tax consequences to annuity purchasers that are U.S. citizens or
residents. Purchasers that are not U.S. citizens or residents will generally be
subject to U.S. federal income tax and withholding on annuity distributions at a
30% rate, unless a lower treaty rate applies. In addition, purchasers may be
subject to state premium tax, other state and/or municipal taxes, and taxes that
may be imposed by the purchaser's country of citizenship or residence.
Prospective purchasers are advised to
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HARTFORD LIFE AND ANNUITY INSURANCE COMPANY 25
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consult with a qualified tax adviser regarding U.S., state, and foreign taxation
with respect to an annuity purchase.

MISCELLANEOUS

HOW CONTRACTS ARE SOLD

Hartford Securities Distribution Company, Inc. ("HSD") serves as principal
underwriter for the securities issued with respect to the Separate Account. HSD
is an affiliate of Hartford Life Insurance Company. Hartford's parent company
indirectly owns 100% of HSD. The principal business address of HSD is the same
as Hartford's.

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

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

Commissions will be paid by Hartford and will not be more than 6% of Premium
Payments. From time to time, Hartford may pay or permit other promotional
incentives, in cash or credit or other compensation. Broker-dealers or financial
institutions are compensated according to a schedule set forth by HSD and any
applicable rules or regulations for variable insurance compensation.
Compensation is generally based on premium payments made by policyholders or
contract owners. This compensation is usually paid from the sales charges
described in this Prospectus.

In addition, a broker-dealer or financial institution may also receive
additional compensation for, among other things, training, marketing or other
services provided. HSD, its affiliates or Hartford may also make compensation
arrangements with certain broker-dealers or financial institutions based on
total sales by the broker-dealer or financial institution of insurance products.
These payments, which may be different for different broker-dealers or financial
institutions, will be made by HSD, its affiliates or Hartford out of their own
assets and will not effect the amounts paid by the policyholders or contract
owners to purchase, hold or surrender variable insurance products.

The Contract may be sold directly to certain individuals under certain
circumstances that do not involve payment of any sales compensation to a
registered representative. In such case, Hartford will credit the Contract with
an additional 5.0% of the Premium Payment. This additional percentage of Premium
Payment in no way affects present or future charges, rights, benefits or current
values of other Contract Owners. The following class of individuals are eligible
for this feature: (1) current or retired officers, directors, trustees and
employees (and their families) of the ultimate parent and affiliates of
Hartford; and (2) employees and registered representatives (and their families)
of registered broker-dealers (or financial institutions affiliated therewith)
that have a sales agreement with Hartford and its principal underwriter to sell
the Contract.

LEGAL MATTERS AND EXPERTS

There are no material legal proceedings pending to which the Separate
Account is a party.

Counsel with respect to federal laws and regulations applicable to the issue
and sale of the Contracts and with respect to Connecticut law is Lynda Godkin,
Senior Vice President, General Counsel, and Corporate Secretary, Hartford Life
and Annuity Insurance Company, P.O. Box 2999, Hartford, Connecticut 06104-2999.

The audited financial statements included in this registration statement
have been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their reports with respect thereto, and are included herein in
reliance upon the authority of said firm as experts in giving said reports.
Reference is made to the report on the statutory financial statements of
Hartford Life and Annuity Insurance Company (formerly ITT Hartford Life and
Annuity Insurance Company) which states the statutory 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, and are not presented in accordance with
generally accepted accounting principles. The principal business address of
Arthur Andersen LLP is One Financial Plaza, Hartford, Connecticut 06103.

YEAR 2000

The Year 2000 issue relates to the ability or inability of computer systems
to properly process information and data containing or related to dates
beginning with the year 2000 and beyond. The Year 2000 issue exists because,
historically, many computer systems that are in use today were developed years
ago when a year was identified using a two-digit field rather than a four-digit
field. As information and data containing or related to the century date are
introduced to computer hardware, software and other systems, date sensitive
systems may recognize the year 2000 as 1900, or not at all, which may result in
computer systems processing information incorrectly. This, in turn, may
significantly and adversely affect the integrity and reliability of information
databases and may result in a wide variety of adverse consequences to a company.
In addition, Year 2000 problems that

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26 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
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occur with third parties with which a company does business, such as suppliers,
computer vendors and others, may also adversely affect any given company.

As an insurance and financial services company, Hartford has thousands of
individual and business customers that have purchased or invested in insurance
policies, annuities, mutual funds and other financial products. Nearly all of
these policies and products contain date sensitive data, such as policy
expiration dates, birth dates, premium payments dates and the like. In addition,
Hartford has business relationships with numerous third parties that affect
virtually all aspects of its business, including, without limitation, suppliers,
computer hardware and software vendors, insurance agents and brokers, securities
broker-dealers and other distributors of financial products.

Beginning in 1990, Hartford began working on making its computer systems
Year 2000 ready, either by installing new programs or by replacing systems. In
January 1998, Hartford commenced a company-wide program to further identify,
assess and remediate the impact of Year 2000 problems in all of Hartford's
business segments. Hartford currently anticipates that this internal program
will be substantially completed by the end of 1998, and testing of computer
systems will continue through 1999.

In addition, as part of its Year 2000 program, Hartford is identifying third
parties with which it has significant business relations in order to attempt to
assess any potential impact on Hartford as a result of such third-party Year
2000 issues and remediation plans. Hartford currently anticipates that it will
substantially complete this evaluation by the end of 1998, and will conduct
systems testing with certain third parties through 1999. Hartford does not have
control over these third parties and, as a result, Hartford cannot currently
determine to what extent future operating results may be adversely affected by
the failure of these third parties to successfully address their Year 2000
issues. Hartford will continue to assess Year 2000 risk exposures related to its
own operations and its third-party relationships and is in the process of
developing contingency.

The costs of addressing the Year 2000 issue that have been incurred through
the six months ended June 30, 1998 have not been material to Hartford's
financial condition or results of operations. Hartford will continue to incur
costs related to its Year 2000 efforts and does not anticipate that the costs to
be incurred will be material to its financial condition or results of
operations.

ADDITIONAL INFORMATION

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

Hartford Life and Annuity Insurance Company
Attn.: Individual Annuity Services
P.O. Box 5085
Hartford, Connecticut 06102-5085
Telephone: (800) 862-6668 (Contract Owner)
(800) 862-7155 (Investment Representatives)
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HARTFORD LIFE AND ANNUITY INSURANCE COMPANY 27
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APPENDIX I
INFORMATION REGARDING TAX-QUALIFIED PLANS

The tax rules applicable to tax-qualified contract owners, including
restrictions on contributions and distributions, taxation of distributions and
tax penalties, vary according to the type of plan as well as the terms and
conditions of the plan itself. Various tax penalties may apply to contributions
in excess of applicable limits, distributions prior to age 59 1/2 (subject to
certain exceptions), distributions which do not conform to applicable
commencement and minimum distribution rules, and certain other transactions with
respect to tax-qualified plans. Therefore, this summary does not attempt to
provide more than general information about the tax rules associated with use of
a Contract by a tax-qualified retirement plan. Contract owners, plan
participants and beneficiaries are cautioned that the rights and benefits of any
person to benefits may be controlled by the terms and conditions of the
tax-qualified retirement plan itself, regardless of the terms and conditions of
a Contract, but that Hartford is not bound by the terms and conditions of such
plans to the extent such terms conflict with a Contract, unless Hartford
specifically consents to be bound. Additionally, some tax-qualified retirement
plans are subject to distribution and other requirements which are not
incorporated into Hartford's administrative procedures. Contract owners,
participants and beneficiaries are responsible for determining that
contributions, distributions and other transactions comply with applicable law.
Because of the complexity of these rules, owners, participants and beneficiaries
are encouraged to consult their own tax advisors as to specific tax
consequences.

A. TAX-QUALIFIED PENSION OR
PROFIT-SHARING PLANS

Provisions of the Code permit eligible employers to establish tax-qualified
pension or profit sharing plans (described in Section 401(a) and 401(k), if
applicable, and exempt from taxation under Section 501(a) of the Code), and
Simplified Employee Pension Plans (described in Section 408(k)). Such plans are
subject to limitations on the amount that may be contributed, the persons who
may be eligible to participate and the time when distributions must commence.
Employers intending to use these contracts in connection with tax-qualified
pension or profit-sharing plans should seek competent tax and other legal
advice.

B. TAX SHELTERED ANNUITIES UNDER
SECTION 403(b)

Section 403(b) of the Code permits public school employees and employees of
certain types of charitable, educational and scientific organizations, as
specified in Section 501(c)(3) of the Code, to purchase annuity contracts, and,
subject to certain limitations, to exclude such contributions from gross income.
Generally, such contributions may not exceed the lesser of $10,000 (indexed) or
20% of an employee's "includable compensation" for such employee's most recent
full year of employment, subject to other adjustments. Special provisions under
the Code may allow some employees to elect a different overall limitation.

Tax-sheltered annuity programs under Section 403(b) are subject to a
PROHIBITION AGAINST DISTRIBUTIONS FROM THE CONTRACT ATTRIBUTABLE TO
CONTRIBUTIONS MADE PURSUANT TO A SALARY REDUCTION AGREEMENT, unless such
distribution is made:

(1) after the participating employee attains age 59 1/2;

(2) upon separation from service;

(3) upon death or disability; or

(4) in the case of hardship (and in the case of hardship, any income
attributable to such contributions may not be distributed).

Generally, the above restrictions do not apply to distributions attributable
to cash values or other amounts held under a Section 403(b) contract as of
December 31, 1988.

C. DEFERRED COMPENSATION PLANS UNDER
SECTION 457

Employees and independent contractors performing services for eligible
employers may have contributions made to an Eligible Deferred Compensation Plan
of their employer in accordance with the employer's plan and Section 457 of the
Code. Section 457 places limitations on contributions to Eligible Deferred
Compensation Plans maintained by a State or other tax-exempt organization. For
these purposes, the term "State" means a State, a political sub-division of a
State, and an agency or instrumentality of a State or political sub-division of
a State. Generally, the limitation is 33 1/3% of includable compensation
(typically 25% of gross compensation) or, for 1998, $8,000 (indexed), whichever
is less. Such a plan may also provide for additional "catch-up" deferrals during
the three taxable years ending before a Participant attains normal retirement
age.

An employee electing to participate in an Eligible Deferred Compensation
Plan should understand that his or her rights and benefits are governed strictly
by the terms of the plan and that the employer is the legal owner of any
contract issued with respect to the plan. The employer, as
<PAGE>
28 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

owner of the contract(s), retains all voting and redemption rights which may
accrue to the contract(s) issued with respect to the plan. The participating
employee should look to the terms of his or her plan for any charges in regard
to participating therein other than those disclosed in this Prospectus.
Participants should also be aware that effective August 20, 1996, the Small
Business Job Protection Act of 1996 requires that all assets and income of an
Eligible Deferred Compensation Plan established by a governmental employer which
is a State, a political subdivision of a State, or any agency or instrumentality
of a State or political subdivision of a State, must be held in trust (or under
certain specified annuity contracts or custodial accounts) for the exclusive
benefit of participants and their beneficiaries. Special transition rules apply
to such Eligible governmental Deferred Compensation Plans already in existence
on August 20, 1996, and provide that such plans need not establish a trust
before January 1, 1999. However, this requirement of a trust does not apply to
amounts under an Eligible Deferred Compensation Plan of a tax-exempt (non-
governmental) organization, and such amounts will be subject to the claims of
such tax-exempt employer's general creditors.

In general, distributions from an Eligible Deferred Compensation Plan are
prohibited under Section 457 of the Code unless made after the participating
employee attains age 70 1/2, separates from service, dies, or suffers an
unforeseeable financial emergency. Present federal tax law does not allow
tax-free transfers or rollovers for amounts accumulated in a Section 457 plan
except for transfers to other Section 457 plans in limited cases.

D. INDIVIDUAL RETIREMENT ANNUITIES
UNDER SECTION 408

Section 408 of the Code permits eligible individuals to establish individual
retirement programs through the purchase of Individual Retirement Annuities
("IRAs"). IRAs are subject to limitations on the amount that may be contributed,
the contributions that may be deducted from taxable income, the persons who may
be eligible and the time when distributions may commence. Also, distributions
from certain qualified plans may be "rolled-over" on a tax-deferred basis into
an IRA.

The Contracts may be offered as SIMPLE IRAs in connection with a SIMPLE IRA
plan of an employer. Special rollover rules apply to SIMPLE IRAs. Amounts can be
rolled over from one SIMPLE IRA to another SIMPLE IRA. However, amounts can be
rolled over from a SIMPLE IRA to a regular IRA only after two years have expired
since the participant first commenced participation in your employer's SIMPLE
IRA plan. Amounts cannot be rolled over to a SIMPLE IRA from a qualified plan or
a regular IRA. Hartford is a non-designated financial institution.

Beginning in 1998, the Contracts may be offered as ROTH IRAs under Section
408A of the Code. Contributions to a ROTH IRA are not deductible. Subject to
special limitations, a regular IRA may be converted into a ROTH IRA or a
distribution from a regular IRA may be rolled over to a ROTH IRA. However, a
conversion or a rollover from a regular IRA to a ROTH IRA is not excludable from
gross income. If certain conditions are met, qualified distributions from a ROTH
IRA are tax-free.

E. FEDERAL TAX PENALTIES AND WITHHOLDING

Distributions from retirement plans are generally taxed under Section 72 of
the Code. Under these rules, a portion of each distribution may be excludable
from income. The excludable amount is the portion of the distribution which
bears the same ratio as the after-tax contributions bear to the expected return.

1. PREMATURE DISTRIBUTION

Distributions from a tax-qualified plan before the Participant attains age
59 1/2 are generally subject to an additional penalty tax equal to 10% of the
taxable portion of the distribution. The 10% penalty does not apply to
distributions made after the employee's death, on account of disability, for
eligible medical expenses and distributions in the form of a life annuity and,
except in the case of an IRA, certain distributions after separation from
service after age 55. For these purposes, a life annuity means a scheduled
series of substantially equal periodic payments for the life or life expectancy
of the Participant (or the joint lives or life expectancies of the Participant
and Beneficiary).

In addition, effective for distributions made from an IRA after December 31,
1997, there is no such penalty tax on distributions that do not exceed the
amount of certain qualifying higher education expenses, as defined by Section
72(t)(7) of the Code, or which are qualified first-time homebuyer distributions
meeting the requirements of Section 72(t)(8) of the Code.

If you are a participant in a SIMPLE IRA plan, you should be aware that the
10% penalty tax discussed above is increased to 25% with respect to non-exempt
premature distributions made from your SIMPLE IRA during the first two years
following the date you first commenced participation in any SIMPLE IRA plan of
your employer.

2. MINIMUM DISTRIBUTION TAX

If the amount distributed is less than the minimum required distribution for
the year, the Participant is subject to a 50% tax on the amount that was not
properly distributed.

An individual's interest in a tax-qualified retirement plan generally must
be distributed, or begin to be distributed, not later than April 1 of the
calendar year following the later of (i) the calendar year in which the
individual
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY 29
- --------------------------------------------------------------------------------

attains age 70 1/2 or (ii) the calendar year in which the individual retires
from service with the employer sponsoring the plan ("required beginning date").
However, the required beginning date for an individual who is a five (5) percent
owner (as defined in the Code), or who is the owner of an IRA, is April 1 of the
calendar year following the calendar year in which the individual attains age
70 1/2. The entire interest of the Participant must be distributed beginning no
later than the required beginning date over a period which may not extend beyond
a maximum of the life expectancy of the Participant and a designated
Beneficiary. Each annual distribution must equal or exceed a "minimum
distribution amount" which is determined by dividing the account balance by the
applicable life expectancy. This account balance is generally based upon the
account value as of the close of business on the last day of the previous
calendar year. In addition, minimum distribution incidental benefit rules may
require a larger annual distribution.

If an individual dies before reaching his or her required beginning date,
the individual's entire interest must generally be distributed within five years
of the individual's death. However, this rule will be deemed satisfied, if
distributions begin before the close of the calendar year following the
individual's death to a designated Beneficiary (or over a period not extending
beyond the life expectancy of the beneficiary). If the Beneficiary is the
individual's surviving spouse, distributions may be delayed until the individual
would have attained age 70 1/2.

If an individual dies after reaching his or her required beginning date or
after distributions have commenced, the individual's interest must generally be
distributed at least as rapidly as under the method of distribution in effect at
the time of the individual's death.

3. WITHHOLDING

In general, distributions from IRAs and plans described in Section 457 of
the Code are subject to regular wage withholding rules. Periodic distributions
from other tax-qualified retirement plans that are made for a specified period
of 10 or more years or for the life or life expectancy of the participant (or
the joint lives or life expectancies of the participant and beneficiary) are
generally subject to federal income tax withholding as if the recipient were
married claiming three exemptions. The recipient of periodic distributions may
generally elect not to have withholding apply or to have income taxes withheld
at a different rate by providing a completed election form.

Other distributions from such other tax-qualified retirement plans are
generally subject to mandatory income tax withholding at the flat rate of 20%
unless such distributions are:

a) the non-taxable portion of the distribution;

b) required minimum distributions; or

c) direct transfer distributions.

Direct transfer distributions are direct payments to an IRA or to another
eligible retirement plan under Code Section 401(a)(31).
<PAGE>
30 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

TABLE OF CONTENTS
TO
STATEMENT OF ADDITIONAL INFORMATION

<TABLE>
<CAPTION>
SECTION
------------------------------------------------------------------------
<S> <C>
DESCRIPTION OF HARTFORD LIFE AND ANNUITY INSURANCE COMPANY..............
SAFEKEEPING OF ASSETS...................................................
INDEPENDENT PUBLIC ACCOUNTANTS..........................................
DISTRIBUTION OF CONTRACTS...............................................
CALCULATION OF YIELD AND RETURN.........................................
PERFORMANCE COMPARISONS.................................................
FINANCIAL STATEMENTS....................................................
</TABLE>

<PAGE>
This form must be completed for all tax sheltered annuities.

SECTION 403(b)(11) ACKNOWLEDGMENT FORM

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

a. attained age 59 1/2,

b. separated from service,

c. died, or

d. become disabled.

Distributions of post December 31, 1988 contributions (excluding any income
thereon) may also be made if you have experienced a financial hardship.

Also, there may be a 10% penalty tax for distributions made prior to age 59 1/2
because of financial hardship or separation from service.

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

Please complete the following and return to:

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

Name of Contract Owner/Participant
- -------------------------------------------------------------------------

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

City or Plan/School District
- --------------------------------------------------------------------------------

Date:
- --------------------------------------------------------------------------------

Contract No:
- --------------------------------------------------------------------------------

Signature:
- --------------------------------------------------------------------------------
<PAGE>
To obtain a Statement of Additional Information, please complete the form
below and mail to:

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

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

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

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

- ------------------------------------------------------------
City/State Zip Code
<PAGE>

PART B

<PAGE>

STATEMENT OF ADDITIONAL INFORMATION

HARTFORD LIFE AND ANNUITY INSURANCE COMPANY

SEPARATE ACCOUNT ONE

THE DIRECTOR VARIABLE ANNUITY

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

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

Date of Prospectus: September 30, 1998

Date of Statement of Additional Information: September 30, 1998

33-73568
<PAGE>
2

TABLE OF CONTENTS

SECTION PAGE

DESCRIPTION OF HARTFORD LIFE AND ANNUITY INSURANCE
COMPANY 3

SAFEKEEPING OF ASSETS 3

INDEPENDENT PUBLIC ACCOUNTANTS 3

DISTRIBUTION OF CONTRACTS 4

CALCULATION OF YIELD AND RETURN 4

PERFORMANCE COMPARISONS 9

<PAGE>
3

DESCRIPTION OF HARTFORD LIFE AND ANNUITY INSURANCE COMPANY

Hartford Life and Annuity Insurance Company 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. Effective on January 1, 1998, Hartford's name
changed from ITT Hartford Life and Annuity Insurance Company 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 RATINGS

RATING AGENCY EFFECTIVE RATING BASIS OF RATING
<S> <C> <C> <C>
A.M. Best and Company, 9/9/97 A+ Financial soundness and
Inc. operating performance

Standard & Poor's 1/23/98 AA Insurer financial strength

Duff & Phelps 1/23/98 AA+ Claims paying ability

</TABLE>

SAFEKEEPING OF ASSETS

Title to the assets of the Separate Account is held by Hartford. The assets are
kept physically segregated and are held separate and apart from Hartford's
general corporate assets. Records are maintained of all purchases and
redemptions of Fund shares held in each of the Sub-Accounts.

INDEPENDENT PUBLIC ACCOUNTANTS

The audited financial statements included in this registration statement
have been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their reports with respect thereto, and are included herein in
reliance upon the authority of said firm as experts in giving said reports.
Reference is made to the report on the statutory financial statements
of Hartford Life and Annuity Insurance Company (formerly ITT Hartford Life
and Annuity Insurance Company) which states the statutory 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.

<PAGE>
4

Insurance Department, and are not presented in accordance with generally
accepted accounting principles. The principal business address of Arthur
Andersen LLP is One Financial Plaza, Hartford, Connecticut 06103.

DISTRIBUTION OF CONTRACTS

Hartford Securities Distribution Company, Inc. ("HSD") serves as principal
underwriter for the securities issued with respect to the Separate Account and
will offer the Contracts on a continuous basis.

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

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

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

CALCULATION OF YIELD AND RETURN

YIELD OF THE MONEY MARKET FUND SUB-ACCOUNT. As summarized in the Prospectus
under the heading "Performance Related Information," the yield of the Money
Market Fund Sub-Account for a seven day period (the "base period") will be
computed by determining the "net change in value" (calculated as set forth
below) of a hypothetical account having a balance of one 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:

Effective Yield = [(Base Period Return + 1) 365/7] - 1

<PAGE>
5

THE MONEY MARKET FUND SUB-ACCOUNT'S YIELD AND EFFECTIVE YIELD WILL VARY IN
RESPONSE TO FLUCTUATIONS IN INTEREST RATES AND IN THE EXPENSES OF THE SUB-
ACCOUNT. THE CURRENT YIELD AND EFFECTIVE YIELD REFLECT RECURRING CHARGES ON
THE SEPARATE ACCOUNT LEVEL, INCLUDING THE MAXIMUM ANNUAL MAINTENANCE FEE.

The yield and effective yield for the seven day period ending December 31, 1997
for the Money Market Fund Sub-Account was as follows ($30 Annual Maintenance
Fee):

<TABLE>
<CAPTION>
SUB-ACCOUNT YIELD EFFECTIVE YIELD
<S> <C> <C>
Money Market Fund* 4.11% 4.20%
</TABLE>

* Yield and effective yield for the seven day period ending December 31, 1997.

YIELDS OF BOND FUND, HIGH YIELD FUND, AND MORTGAGE SECURITIES FUND
SUB-ACCOUNTS. As summarized in the Prospectus under the heading "Performance
Related Information," yields of the above 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 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 underlying Fund.

THE YIELD REFLECTS RECURRING CHARGES ON THE SEPARATE ACCOUNT LEVEL, INCLUDING
THE ANNUAL MAINTENANCE FEE.

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 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:

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

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

<PAGE>
6

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.

The yield for the Hartford High Yield Fund is not yet available because the
Fund is new.

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

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

<TABLE>
<CAPTION>
SUB-ACCOUNTS YIELD
<S> <C>
Bond Fund** 5.02%
Mortgage Securities Fund** 5.34%
</TABLE>

** Yield quotation based on a 30 day period ended December 31, 1997.

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 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 fiscal year ended December 31, 1997. No information
is included for the Global Leaders Fund, Growth and Income Fund, and High
Yield Fund Sub-Accounts because as of December 31, 1997, the Sub-Accounts had
not commenced operations.

<PAGE>
7

STANDARDIZED AVERAGE ANNUAL TOTAL RETURN FOR YEAR ENDED DECEMBER 31, 1997

<TABLE>
<CAPTION>
10 YEAR OR SINCE
SUB-ACCOUNTS INCEPTION DATE 1 YEAR 5 YEAR INCEPTION*
<S> <C> <C> <C> <C>
Advisers Fund 3/31/83 13.96% 10.61% 10.55%

Bond Fund 8/31/77 .97% 2.74% 5.04%

Capital Appreciation
Fund 4/2/84 11.83% 14.60% 16.43%

Dividend & Growth
Fund 3/8/94 21.25% na 18.65%

Index Fund 5/1/87 21.96% 14.91% 13.80%

International Advisers 3/1/95 (4.80)% na 5.82%
Fund

International
Opportunities Fund 7/2/90 (9.85)% 6.72% 2.11%

MidCap Fund 7/30/97 na na .68%

Mortgage Securities 1/1/85 (1.34)% 1.85% 4.69%
Fund

Small Company Fund 8/9/96 7.91% na 8.74%

Stock Fund 8/31/77 20.75% 15.19% 13.71%

Money Market Fund 6/30/80 (4.98)% (.45)% 1.71%
</TABLE>

* Figures represent performance since inception for Sub-Accounts in existence
for less than 10 years, or performance for 10 years for Sub-Accounts in
existence for more than 10 years.

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.

<PAGE>
8

The following are the non-standardized annualized total return quotations for
the Sub-Accounts for the fiscal year ended December 31, 1997. No information
is included for the Global Leaders Fund, Growth and Income Fund, and High
Yield Fund Sub-Accounts because as of December 31, 1997, the Sub-Accounts
had not commenced operations.

NON-STANDARDIZED ANNUALIZED TOTAL RETURN FOR THE YEAR ENDED DECEMBER 31, 1997

<TABLE>
<CAPTION>
10 YEAR OR SINCE
SUB-ACCOUNTS INCEPTION DATE 1 YEAR 5 YEAR INCEPTION*
<S> <C> <C> <C> <C>
Advisers Fund 3/31/83 22.96% 13.83% 12.66%

Bond Fund 8/31/77 9.97% 6.32% 7.45%

Capital Appreciation
Fund 4/2/84 20.83% 17.48% 18.13%

Dividend & Growth
Fund 3/8/94 30.25% na 22.09%

Index Fund 5/1/87 30.76% 18.00% 15.76%

International Advisers 3/1/95 4.20% na 10.26%
Fund

International
Opportunities Fund 7/2/90 .91% 9.73% 5.26%

MidCap Fund 7/30/97 na na 9.68%

Mortgage Securities 1/1/85 7.66% 5.51% 7.09%
Fund

Small Company Fund 8/9/96 16.91% na 16.84%

Stock Fund 8/31/77 29.75% 18.22% 15.67%

Money Market Fund 6/30/80 4.02% 3.33% 4.42%
</TABLE>

*Figures represent performance since inception for Sub-Accounts in existence for
less than 10 years, or performance for 10 years for Sub-Accounts in existence
for more than 10 years.

<PAGE>
9

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 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

<PAGE>
10

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%).

<PAGE>

THE DIRECTOR SELECT
SEPARATE ACCOUNT ONE
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
P.O. BOX 5085
HARTFORD, CONNECTICUT 06102-5085
TELEPHONE: 1-800-862-6668 (CONTRACT
OWNERS)
[LOGO] 1-800-862-7155 (INVESTMENT REPRESENTATIVES)

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

This Prospectus describes The Director SELECT, an individual and group flexible
premium tax deferred variable annuity contract designed for retirement planning
purposes ("Contracts").

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

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

<TABLE>
<S> <C> <C>
Mentor Perpetual International -- shares of Mentor VIP Perpetual International Portfolio of
Sub-Account the Mentor Variable Investment Portfolios ("Mentor VIP
Perpetual International Portfolio")
Mentor Capital Growth Sub-Account -- shares of the Mentor VIP Capital Growth Portfolio of the
Mentor Variable Investment Portfolios ("Mentor VIP Capital
Growth Portfolio")
Mentor Growth Sub-Account -- shares of the Mentor VIP Growth Portfolio of the Mentor
Variable Investment Portfolios ("Mentor VIP Growth
Portfolio")
Advisers Fund Sub-Account -- shares of Class IA of Hartford Advisers HLS Fund, Inc.
("Hartford Advisers Fund")
Bond Fund Sub-Account -- shares of Class IA of Hartford Bond HLS Fund, Inc.
("Hartford Bond Fund")
Capital Appreciation Fund Sub-Account -- shares of Class IA of Hartford Capital Appreciation HLS
Fund, Inc. ("Hartford Capital Appreciation Fund")
Dividend and Growth Fund Sub-Account -- shares of Class IA of Hartford Dividend and Growth HLS
Fund, Inc. ("Hartford Dividend and Growth Fund")
Global Leaders Fund Sub-Account -- shares of Class IA of Hartford Global Leaders HLS Fund,
Inc. ("Hartford Global Leaders Fund")
Growth and Income Fund Sub-Account -- shares of Class IA of Hartford Growth and Income HLS Fund,
Inc. ("Hartford Growth and Income Fund")
High Yield Fund Sub-Account -- shares of Class IA of Hartford High Yield HLS Fund, Inc.
("Hartford High Yield Fund")
Index Fund Sub-Account -- shares of Class IA of Hartford Index HLS Fund, Inc.
("Hartford Index Fund")
International Advisers Fund Sub-Account -- shares of Class IA of Hartford International Advisers HLS
Fund, Inc. ("Hartford International Advisers Fund")
International Opportunities Fund -- shares of Class IA of Hartford International Opportunities
Sub-Account HLS Fund, Inc. ("Hartford International Opportunities
Fund")
MidCap Fund Sub-Account -- shares of Class IA of Hartford MidCap HLS Fund, Inc.
("Hartford MidCap Fund")
Money Market Fund Sub-Account -- shares of Class IA of Hartford Money Market HLS Fund, Inc.
("Hartford Money Market Fund")
Mortgage Securities Fund Sub-Account -- shares of Class IA of Hartford Mortgage Securities HLS
Fund, Inc. ("Hartford Mortgage Securities Fund")
Small Company Fund Sub-Account -- shares of Class IA of Hartford Small Company Fund, Inc.
("Hartford Small Company Fund")
Stock Fund Sub-Account -- shares of Class IA of Hartford Stock HLS Fund, Inc.
("Hartford Stock Fund")
</TABLE>

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THIS PROSPECTUS AND OTHER INFORMATION ABOUT THE SEPARATE ACCOUNT REQUIRED TO BE
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION CAN BE FOUND AT THE
COMMISSION'S WEB SITE (HTTP://WWW.SEC.GOV).

PROSPECTUS DATED: SEPTEMBER 30, 1998
STATEMENT OF ADDITIONAL INFORMATION DATED: SEPTEMBER 30, 1998

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

TABLE OF CONTENTS

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GLOSSARY OF SPECIAL TERMS............................................. 3
FEE TABLE............................................................. 5
ACCUMULATION UNIT VALUES.............................................. 7
INTRODUCTION.......................................................... 8
HARTFORD, THE SEPARATE ACCOUNT, THE FUNDS AND THE FIXED ACCOUNT....... 8
Hartford Life and Annuity Insurance Company......................... 8
The Separate Account................................................ 9
The Funds........................................................... 9
The Fixed Account................................................... 11
PERFORMANCE RELATED INFORMATION....................................... 12
THE CONTRACTS......................................................... 13
Contracts Offered................................................... 13
Premium Payments and Initial Allocations............................ 13
Contract Value...................................................... 14
Transfers Between the Sub-Accounts/Fixed Account.................... 14
Charges Under the Contract.......................................... 15
Death Benefits...................................................... 17
Surrender Benefits.................................................. 18
Settlement Provisions............................................... 19
Other Information................................................... 21
FEDERAL TAX CONSIDERATIONS............................................ 21
A. General.......................................................... 21
B. Taxation of Hartford and the Separate Account.................... 22
C. Taxation of Annuities -- General Provisions Affecting Purchasers
Other Than Qualified Retirement Plans............................ 22
D. Federal Income Tax Withholding................................... 25
E. General Provisions Affecting Qualified Retirement Plans.......... 25
F. Annuity Purchases by Nonresident Aliens and Foreign
Corporations....................................................... 25
MISCELLANEOUS......................................................... 25
How Contracts are Sold.............................................. 25
Legal Matters and Experts........................................... 26
Year 2000........................................................... 26
Additional Information.............................................. 26
APPENDIX I INFORMATION REGARDING TAX-QUALIFIED PLANS.................. 27
TABLE OF CONTENTS TO STATEMENT OF ADDITIONAL INFORMATION.............. 30
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