ITT HARTFORD LIFE & ANNUITY INSURANCE CO SEPARATE ACCOUNT ON
497, 1998-06-01
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<PAGE>



HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
SEPARATE ACCOUNT ONE

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

The Contracts are issued by 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.



  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")

  Growth and Income Fund Sub-Account       -  shares of Class IA of Hartford
                                              Growth and Income HLS Fund, Inc.
                                              ("Hartford Growth and Income 
                                              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 Sub-    -  shares of Class IA of Hartford
      Account                                 International Opportunities 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")


This Prospectus sets forth the information concerning the Separate Account and
the Fixed Account, where available, that investors should know before investing.
This Prospectus should be kept for future reference.  Additional information
about the Separate Account and the Fixed Account has been filed with the
Securities and Exchange Commission and is available without charge upon request.
To obtain the Statement of Additional Information send a written request to
Hartford Life and Annuity Insurance Company, Attn:  Individual Annuity
Operations, P. O. Box 5085, Hartford, CT 06102-5085.  The Table of Contents for
the Statement of Additional Information may be found on page 59 of this
Prospectus.  The Statement of Additional Information is incorporated by
reference to this Prospectus.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY  IS
A CRIMINAL OFFENSE.

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



Prospectus Dated:  May 1, 1998
Revised as of: June 1, 1998
Statement of Additional Information Dated:  May 1, 1998



<PAGE>

                                     2

                                  TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                               Page
                                                                               ----
<S>                                                                            <C>
GLOSSARY OF SPECIAL TERMS. . . . . . . . . . . . . . . . . . . . . . . . . . .   10

FEE TABLE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   13

SUMMARY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   16

ACCUMULATION UNIT VALUES . . . . . . . . . . . . . . . . . . . . . . . . . . .   20

PERFORMANCE RELATED INFORMATION. . . . . . . . . . . . . . . . . . . . . . . .   22

INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   23

THE CONTRACT, SEPARATE ACCOUNT ONE AND THE FIXED ACCOUNT

     What are the Contracts? . . . . . . . . . . . . . . . . . . . . . . . . .   23

     Who can buy these Contracts?. . . . . . . . . . . . . . . . . . . . . . .   25

     What is the Separate Account and how does it operate? . . . . . . . . . .   25

     What is the Fixed Account and how does it operate?. . . . . . . . . . . .   27

     May I transfer assets between Sub-Accounts? . . . . . . . . . . . . . . .   29

     May I transfer assets between the Fixed Account and the Sub-Accounts? . .   30

OPERATION OF THE CONTRACT  . . . . . . . . . . . . . . . . . . . . . . . . . .   31

     How is my Premium Payment credited? . . . . . . . . . . . . . . . . . . .   31

     What size Premium Payments must I make? . . . . . . . . . . . . . . . . .   31

     What if I am not satisfied with my purchase?. . . . . . . . . . . . . . .   31

     May I assign or transfer my Contract? . . . . . . . . . . . . . . . . . .   32

     How do I know what my Contract is worth?. . . . . . . . . . . . . . . . .   32

     How is the Accumulation Unit value determined?. . . . . . . . . . . . . .   32

     How are the underlying Fund shares valued?. . . . . . . . . . . . . . . .   33


<PAGE>

                                          3

     How is the value of the Fixed Account determined? . . . . . . . . . . . .   33

PAYMENT OF BENEFIT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   33

     What would my Beneficiary receive as a death benefit? . . . . . . . . . .   33

     How can a Contract be redeemed or surrendered?. . . . . . . . . . . . . .   34

     Can payment of a redemption, surrender or death benefit ever
     postponed beyond the seven day period?. . . . . . . . . . . . . . . . . .   37

     May I surrender once Annuity payments have started? . . . . . . . . . . .   37

     What are my Annuity benefits. . . . . . . . . . . . . . . . . . . . . . .   37

     How  are Annuity payments determined? . . . . . . . . . . . . . . . . . .   39

CHARGES UNDER THE CONTRACTS. . . . . . . . . . . . . . . . . . . . . . . . . .   40

     How are the sales charges under the Contracts made? . . . . . . . . . . .   40

     Is there ever a time when the sales charges do not apply? . . . . . . . .   41

     What do the sales charges cover?. . . . . . . . . . . . . . . . . . . . .   42

     What is the mortality and expense risk charge?. . . . . . . . . . . . . .   43

     Are there any administrative charges? . . . . . . . . . . . . . . . . . .   44

     How  much are the deductions for Premium Taxes? . . . . . . . . . . . . .   44

  HARTFORD LIFE AND ANNUITY INSURANCE COMPANY AND THE FUNDS. . . . . . . . . .   44

     What is Hartford? . . . . . . . . . . . . . . . . . . . . . . . . . . . .   44

     What are the Funds? . . . . . . . . . . . . . . . . . . . . . . . . . . .   45

     Does Hartford have any interest in the Funds? . . . . . . . . . . . . . .   47

FEDERAL TAX CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . .   48

     What are some of the federal tax consequences which affect these
     Contracts?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   48


<PAGE>

                                          4

MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   56

     What are my voting rights?. . . . . . . . . . . . . . . . . . . . . . . .   56

     Will other Contracts be participating in the Separate Account?. . . . . .   56

     How  are the Contracts sold?. . . . . . . . . . . . . . . . . . . . . . .   56

     Who is the custodian of the Separate Account's assets?. . . . . . . . . .   57

     Are there any material legal proceedings affecting the Separate Account?.   57

     Who has passed on the legal matters affecting the Separate Account? . . .   57

     Are you relying on any experts as to any portion of this Prospectus?. . .   57

     How may I get additional information? . . . . . . . . . . . . . . . . . .   58

APPENDIX I - INFORMATION REGARDING TAX-QUALIFIED PLANS . . . . . . . . . . . .   59

TABLE OF CONTENTS FOR STATEMENT OF ADDITIONAL INFORMATION  . . . . . . . . . .   64
</TABLE>

<PAGE>

                                          5

                             GLOSSARY OF SPECIAL TERMS

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

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

ANNUITY:  A series of payments for life, or for life with a minimum number of
payments or a determinable sum guaranteed, or for a joint lifetime and
thereafter during the lifetime of the survivor, or for a designated period.

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

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

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

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

COMMISSION:  Securities and Exchange Commission.

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

CONTRACT ANNIVERSARY:  The anniversary of the Contract Date.

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

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

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

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


<PAGE>

                                          6

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

FUNDS:  The Funds described commencing on page 40 of this Prospectus and any
additional Funds which may be made available from time to time.

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

HOME OFFICE:  Currently located at 200 Hopmeadow Street, Simsbury, Connecticut
06089, for all variable annuity Contracts.  All correspondence concerning this
Contract should be sent to P. O. Box 5085, Hartford, CT 06102-5085, Attn:
Individual Annuity Operations.

HARTFORD:   Hartford Life and Annuity Insurance Company.

MINIMUM DEATH BENEFIT - The minimum amount payable upon the death of a Contract
Owner, Annuitant or Participant, in the case of group Contracts prior to age 85
and before annuity payments have commenced.

NON-QUALIFIED CONTRACT:  A Contract which is not classified as a tax-qualified
retirement plan using pre-tax dollars under the Code.

PARTICIPANT - (For Group Unallocated Contracts Only) - Any eligible employee of
an Employer/Contract Owner participating in the Plan.

PLAN - A voluntary Plan of an employer which qualifies for special tax treatment
under a Section of the Code.

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

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

QUALIFIED CONTRACT:  A Contract which qualifies as a tax-qualified retirement
plan using pre-tax dollars under the Code, such as an employer sponsored Section
401(k) on an Individual Retirement Annuity (IRA).

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

SPECIFIED CONTRACT ANNIVERSARY:  Every seventh Contract Anniversary (I.E., the
7th, 14th, 21st, etc. Contract Anniversaries).

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


<PAGE>

                                          7

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>

                                          8


                                     FEE TABLE
                                      SUMMARY


                        CONTRACT OWNER TRANSACTION EXPENSES
                                 (ALL SUB-ACCOUNTS)

<TABLE>
<CAPTION>
<S>                                                                      <C>
Sales Load Imposed on Purchases (as a percentage of premium payments). . None
Exchange Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $0
Deferred Sales Load (as a percentage of amounts withdrawn)
    First Year (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . 7%
    Second Year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6%
    Third Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5%
    Fourth Year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4%
    Fifth Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3%
    Sixth Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2%
    Seventh Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1%
    Eighth Year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0%
Annual Contract Fee (2). . . . . . . . . . . . . . . . . . . . . . . . . $25
Annual Expenses-Separate Account
(as a percentage of average account value)
    Mortality and Expense Risk . . . . . . . . . . . . . . . . . . . . . 1.250%
</TABLE>

(1) Length of time from premium payment.
(2) The annual contract fee is a single $25 charge on a Contract.  It is 
deducted proportionally from the investment options in use at the time of the 
charge.  Pursuant to requirements of the Investment Company Act of 1940, 
the annual contract fee has been reflected in the Examples by a method 
intended to show the "average" impact of the policy fee on an investment in 
the Separate Account.  The annual contract fee is deducted only when the 
accumulated value is $50,000 or less.  In the Example, the annual contract 
fee is approximated as a 0.05% annual asset charge based on the experience of 
the Contracts.



<PAGE>

                                          9

                            ANNUAL FUND OPERATING EXPENSES
                           (as a percentage of net assets)



<TABLE>
<CAPTION>

                                                                  TOTAL FUND
                                       MANAGEMENT    OTHER        OPERATING
                                          FEES      EXPENSES      EXPENSES
<S>                                   <C>         <C>             <C>
 Hartford Bond Fund. . . . . . . . . .   0.490%       0.020%       0.510%
 Hartford Stock Fund . . . . . . . . .   0.430%       0.020%       0.450%
 Hartford Money Market Fund. . . . . .   0.425%       0.015%       0.440%
 Hartford Advisers Fund. . . . . . . .   0.610%       0.020%       0.630%
 Hartford Capital Appreciation Fund. .   0.620%       0.020%       0.640%
 Hartford Mortgage Securities Fund . .   0.425%       0.025%       0.450%
 Hartford Index Fund . . . . . . . . .   0.375%       0.015%       0.390%
 Hartford International Opportunities    
 Fund  . . . . . . . . . . . . . . . .   0.680%       0.090%       0.770%
 Hartford Dividend & Growth Fund . . .   0.660%       0.020%       0.680%
 Hartford International Advisers Fund.   0.750%       0.120%       0.870%
 Hartford MidCap Fund (1). . . . . . .   0.750%       0.040%       0.790%
 Hartford Small Company Fund . . . . .   0.750%       0.020%       0.770%
 Hartford Growth and Income Fund (1) .   0.520%       0.150%       0.670%
</TABLE>

(1)  Hartford MidCap 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 the Hartford Growth and 
     Income Fund until the assets of the Funds (excluding assets contributed 
     by companies affiliated with HL Investment Advisors, Inc.) reach $20  
     million. Absent this waiver, the investment advisory fee would be 0.575% 
     annually and Total Fund Operating Expenses would be 0.900% (annualized).


<PAGE>

                                          10

EXAMPLE


<TABLE>
<CAPTION>

- ----------------------------------------------------------------------------------------------------------------------------------
                    If you surrender your Contract at   If you annuitize your Contract at  If you do not surrender your Contract,
                    the end of the applicable time      the end of the applicable time     you would pay the following expenses on
                    period, you would pay the           period, you would pay the          a $1,000 investment, assuming a 5%
                    following expenses on a $1,000      following expenses on a $1,000     annual return on assets:
                    investment, assuming a 5%           investment, assuming a 5%
                    annual return on assets:            annual return on assets:
- ----------------------------------------------------------------------------------------------------------------------------------
 SUB-ACCOUNT        1 YEAR   3 YEARS  5 YEARS  10 YEARS 1 YEAR  3 YEARS  5 YEARS 10 YEARS  1 YEAR   3 YEARS   5 YEARS    10 YEARS
<S>                 <C>      <C>      <C>      <C>      <C>     <C>      <C>     <C>       <C>      <C>       <C>        <C>
 Bond Fund              $89     $107     $129     $214      $18      $57      $98     $213     $19       $57       $99        $214

 Stock Fund              88      106      126      208       17       55       95      207      18        56        96         208

 Money Market Fund       88      105      125      207       17       55       95      206      18        55        95         207

 Advisers Fund           90      111      135      227       19       61      104      226      20        61       105         227

 Capital Appreciation    90      111      136      228       19       61      105      227      20        61       106         228
  Fund

 Mortgage Securities     88      106      126      208       17       55       95      207      18        56        96         208
  Fund

 Index Fund              87      104      122      201       17       53       92      200      17        54        92         201

 International           91      116      142      242       21       65      112      241      21        66       112         242
  Opportunities Fund

 Dividend & Growth       90      113      138      232       20       62      107      232      20        63       108         232
  Fund

 International Advisers  92      119      148      252       22       68      117      252      22        69       118         252
  Fund

 MidCap Fund             91      116      N/A      N/A       21       66      N/A      N/A      21        66       N/A         N/A

 Small Company Fund      91      116      142      242       21       65      112      241      21        66       112         242

 Growth and Income Fund  90      112      N/A      N/A       20       62      N/A      N/A      20        62       N/A         N/A
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>



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

     This EXAMPLE should not be considered a representation of past or future
     expenses and actual expenses may be greater or less than those shown.


<PAGE>

                                          11

                                       SUMMARY

A.   CONTRACTS OFFERED


     Individual and group tax-deferred Variable Annuity Contracts (see "Federal
     Tax Considerations -- Taxation of Annuities in General," page 43).
     Generally, the Contracts are purchased by completing an application or an
     order to purchase a Contract and submitting it, along with the initial
     Premium Payment, to Hartford for its approval.  A Contract Owner may at any
     time, within ten days of delivery of a Contract sold hereunder, return the
     Contract to Hartford at its Home Office and the value of the Contract
     (without deduction for any charges normally assessed thereunder) will be
     refunded.  The Contract Owner bears the investment risk during the period
     prior to the Company's receipt of request for cancellation except for
     Contract Owners in Georgia, North Carolina, South Carolina, Washington,
     West Virginia, Utah, and other states where required by law, who will be
     refunded the premium (see "How is my Premium Payment credited?" commencing
     on page 26).


B.   ELIGIBLE PURCHASERS


     Any individual, group or trust may purchase the Contract including any
     trustee or custodian for a retirement plan which qualifies for special
     Federal tax treatment under the Code, including individual retirement
     annuities ("Qualified Contracts").   (See "Federal Tax Considerations,"
     page 43, and Appendix I, page 54.)


C.   MINIMUM PREMIUM PAYMENTS


     The minimum initial Premium Payment is $2,000.  Thereafter, the minimum
     payment is $500 or if you are in the InvestEase Program the minimum 
     payment is $50.  Certain plans or programs may make smaller periodic
     premium payments.  (See "What size Premium Payments must I make?"
     commencing on page 26.)


D.   UNDERLYING INVESTMENTS FOR CONTRACTS


     Hartford Advisers Fund, Hartford Bond Fund, Hartford Capital Appreciation
     Fund, Hartford Dividend and Growth Fund, Hartford Growth and Income Fund,
     Hartford Index Fund, Hartford International Advisers Fund, Hartford 
     International Opportunities Fund, Hartford Mortgage Securities Fund, 
     Hartford Small Company Fund, Hartford Stock Fund, Hartford Money 
     Market Fund, Hartford MidCap Fund, and such other funds as shall be 
     offered from time to time, and the Fixed Account, or a combination of 
     the Funds and the Fixed Account.  Qualified Contracts issued prior to 
     May 1, 1987 may also have shares of Hartford U.S. Government Money 
     Market Fund.

E.   CHARGES UNDER THE CONTRACTS


<PAGE>

                                          12

     1.   SALES EXPENSES

          There is no deduction for sales expenses from Premium Payments when 
          made. However, a contingent deferred sales charge may be assessed 
          against Contract Values when they are surrendered.  (See "Charges 
          under the Contracts," page 35.)

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

<TABLE>
<CAPTION>

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

          No contingent deferred sales charge will be assessed in the event of 
          death of the Annuitant or Contract Owner, or upon the exercise of the 
          withdrawal privilege or if Contract Values are applied to an Annuity 
          option provided for under the Contract (except that a surrender out of
          an Annuity Option Four will be subject to a contingent deferred sales 
          charge where applicable).  (See "Is there ever a time when the sales 
          charges do not apply?" commencing on page 36.)

     2.   WITHDRAWAL PRIVILEGE

          Withdrawals of up to 10% per year, on a non-cumulative basis, of the
          Premium Payments made to a Contract may be made without the 
          imposition of the contingent deferred sales charge.  (See "Is there 
          ever a time when the sales charges do not apply?" commencing on 
          page 36.)


     3.   ANNUAL MAINTENANCE FEE


<PAGE>

                                          13

          The Contracts provide for an administrative charge in the amount of
          $25.00 to be deducted from Contract Values each Contract Year (not 
          applicable to Contracts with Account Values of $50,000 or more).  
          (See "Are there any administrative charges?" commencing on page 39.)

     4.   MORTALITY AND EXPENSE RISKS

          For assuming the mortality and expense risks under the Contracts,
          Hartford will make a 1.25% per annum charge against all Contract 
          Values held in the Separate Account, except the Fixed Account.  
          (See "What is the mortality and expense risk charge?" commencing 
          on page 38.)

     5.   PREMIUM TAXES

          A deduction will be made for Premium Taxes for Contracts sold in 
          certain states.  (See "How much are the deductions for Premium 
          Taxes?" commencing on page 39.)

     6.   CHARGES BY THE FUNDS

          The Funds are subject to certain fees, charges and expenses (see 
          the prospectus for the Funds accompanying this Prospectus).

F.   LIQUIDITY

     Subject to any applicable charges, the Contracts may be surrendered, or
     portions of the value of such Contracts may be withdrawn, at any time prior
     to the Annuity Commencement Date.  However, if less than $1,000 remains in
     a Contract as a result of a withdrawal, Hartford may terminate the Contract
     in its entirety.  (See "How can a Contract be redeemed or surrendered?"
     commencing on page 29.)

G.   MINIMUM DEATH BENEFITS

     A Minimum Death Benefit is provided in the event of death of the Annuitant
     or Contract Owner prior to age 85 and before Annuity payments have
     commenced.  (See "What would my Beneficiary receive as a death benefit?"
     commencing on page 28.)

H.   ANNUITY OPTIONS

     The Annuity Commencement Date may not be deferred beyond the Annuitant's
     90th birthday, except in certain states, where the Annuitant's Commencement
     Date may not be deferred beyond the Annuitant's 85th birthday.  If a
     Contract


<PAGE>

                                          14


     Owner does not elect otherwise, the Contract Value (less applicable Premium
     Taxes) will be applied on the Annuity Commencement Date under the second 
     option to provide a life annuity with 120 monthly payments certain.  (See 
     "What are my Annuity benefits?" commencing on page 32.)

I.   VOTING RIGHTS OF CONTRACT OWNERS

     Contract Owners will have the right to vote on matters affecting the
     underlying Fund to the extent that proxies are solicited by such Fund.  If
     a Contract Owner does not vote, Hartford shall vote such interest in the
     same proportion as shares of the Fund for which instructions have been
     received by Hartford.  (See "What are my voting rights?" commencing on 
     page 51.)


<PAGE>

                                          15

                              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 report 
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 Growth and Income Fund Sub-Account because as of December 31, 
1997, the Sub-Account had not 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     60,421
 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    546,105    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     58,945
 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


<PAGE>

                                       16

 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>

                                          17

                          PERFORMANCE RELATED INFORMATION

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


The Advisers Fund, Bond Fund, Capital Appreciation Fund, Dividend and Growth 
Fund, Growth and Income 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 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



<PAGE>

                                          18

periods as those of the underlying Funds, with a level of charges equal to those
currently assessed against the Sub-Accounts.

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


                                    INTRODUCTION

This Prospectus has been designed to provide you with the necessary information
to make a decision on purchasing an individual or group tax-deferred Variable
Annuity Contract offered by Hartford in the Fixed Account and/or a series of
Separate Account One.  This Prospectus describes only the elements of the
Contracts pertaining to the Separate Account and the Fixed Account except where
reference to the General Account is specifically made.  Please read the
"Glossary of Special Terms," page 5, prior to reading this Prospectus to
familiarize yourself with the terms being used.

                        THE CONTRACT, SEPARATE ACCOUNT ONE,
                               AND THE FIXED ACCOUNT

What are the Contracts?

     The Contract is an individual or group tax-deferred Variable Annuity
     Contract designed for retirement planning purposes.  Initially there are no
     deductions from your Premium Payments (except for Premium Taxes, if
     applicable) so your entire Premium Payment is put to work in the investment
     Sub-Account(s) of your choice or the Fixed Account.  Currently, there are
     eleven Sub-Accounts, each investing in a different underlying Fund with its
     own distinct investment objectives.  More Sub-Accounts may be made
     available by Hartford at a later time.  You pick the Sub-Account(s) with
     the investment objectives that meet your needs.  You may select one or more
     Sub-Accounts and/or the Fixed Account and determine the percentage of your
     Premium Payment that is put into a Sub-Account or the Fixed Account.  You
     may also transfer assets among the Sub-Accounts and the Fixed Account so
     that your investment program meets your specific needs over time.  There
     are some limitations on the amounts in each Sub-Account and the Fixed
     Account.  These limitations are described later in this Prospectus.  In
     addition, there are certain other limitations on withdrawals and transfers
     of amounts in the Sub-Accounts and the Fixed Account, as described in this
     Prospectus.  (See


<PAGE>

                                          19

     "Charges Under the Contracts," page 35, for a description of the charges
     for redeeming a Contract and other charges made under the Contract.)

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

     The Contract Owner may select an Annuity Commencement Date and an Annuity
     option which may be on a fixed or variable basis, or a combination thereof.
     The Annuity Commencement Date may not be deferred beyond the Annuitant's
     90th birthday, except in certain states, where the Annuity Commencement
     Date may not be deferred beyond the Annuitant's 85th birthday.

     The Annuity Commencement Date and/or the Annuity option may be changed from
     time to time, but any such change must be made at least 30 days prior to
     the date on which Annuity payments are scheduled to begin.  If you do not
     elect otherwise, payments will begin at the Annuitant's age 90 under Option
     2 with 120 monthly payments certain (Option 1 for Texas Contracts).

     When an Annuity is effected under a Contract, unless otherwise specified,
     Contract Values held in the Sub-Accounts will be applied to provide a
     Variable Annuity based on the pro rata amount in the various Sub-Accounts.
     Fixed Account Contract Values will be applied to provide a Fixed Account
     Annuity.  Variable Annuity payments will vary in accordance with the
     investment performance of the Sub-Accounts you have selected.  You should
     consider the question of allocation of Contract Values among Sub-Accounts
     of the Separate Account and the General Account of Hartford to make certain
     that Annuity payments are based on the investment alternative best suited
     to your needs for retirement.  The Contract allows the Contract Owner to
     change the Sub-Accounts on which variable payments are based after payments
     have commenced once every three months.  Any Fixed Account Annuity
     allocation may not be changed.

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


<PAGE>

                                          20

     during the Annuity period.  Hartford may also make appropriate endorsement
     in the Contract to reflect such modification.

Who can buy these Contracts?

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

What is the Separate Account and how does it operate?

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

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

     Your investment in the Separate Account is allocated to one or more
     Sub-Accounts as per your specifications.  Each Sub-Account is invested
     exclusively in the assets of one underlying Fund.  Net Premium Payments and
     proceeds of transfers between Sub-Accounts are applied to purchase shares
     in the appropriate


<PAGE>

                                          21

     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


<PAGE>

                                          22

     or portfolios.  During the Variable Annuity payout period, both your
     Annuity payments and reserve values will vary in accordance with these
     factors.

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

     Hartford reserves the right, subject to compliance with the law, to
     substitute the shares of any other registered investment company for the
     shares of any Fund held by the Separate Account.  Substitution may occur
     only if shares of the Fund(s) become unavailable or if there are changes in
     applicable law or interpretations of law.  Current law requires
     notification to you of any such substitution and approval of the
     Commission.

The Separate Account may be subject to liabilities arising from a Series of the
Separate Account whose assets are attributable to other variable annuity
Contracts or variable life insurance policies offered by the Separate Account
which are not described in this Prospectus.

What is the Fixed Account and how does it operate?

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

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


<PAGE>

                                          23

     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; however, Hartford is not
     obligated to credit any interest in excess of 3% per year.  There is no
     specific formula for the determination of excess interest credits.  Some of
     the factors that Hartford may consider in determining whether to credit
     excess interest to amounts allocated to the Fixed Account and the amount
     thereof, are general economic trends, rates of return currently available
     and anticipated on Hartford's investments, regulatory and tax requirements
     and competitive factors.  ANY INTEREST CREDITED TO AMOUNTS ALLOCATED TO THE
     FIXED ACCOUNT IN EXCESS OF 3% PER YEAR WILL BE DETERMINED IN THE SOLE
     DISCRETION OF  HARTFORD.  THE OWNER ASSUMES THE RISK THAT INTEREST CREDITED
     TO FIXED ACCOUNT ALLOCATIONS MAY NOT EXCEED THE MINIMUM GUARANTEE OF 3% FOR
     ANY GIVEN YEAR.


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



<PAGE>

                                          24


     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.


May I transfer assets between Sub-Accounts?

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

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

     Hartford may permit the Contract Owner to preauthorize transfers among
     Sub-Accounts and between Sub-Accounts and the Fixed Account under certain
     circumstances.  The policy of Hartford and its agents and affiliates is
     that they will not be responsible for losses resulting from acting upon
     telephone requests reasonably believed to be genuine.  Hartford will employ
     reasonable procedures to confirm that instructions communicated by
     telephone are genuine; otherwise, Hartford may be liable for any losses due
     to unauthorized or fraudulent instructions.  The procedures Hartford
     follows for transactions initiated by telephone include requirements that
     callers on behalf of a Contract Owner identify themselves and the Contract
     Owner by name and social security number.  All transfer instructions by
     telephone are tape recorded.


<PAGE>

                                          25

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

     For Contracts issued in the State of New York, the reservation of rights
     set forth in the preceding paragraph is limited to (i) requiring up to a
     maximum of ten Valuation Days between each transfer: (ii) limiting the
     amount to be transferred on any one Valuation Day to no more than $2
     million; and (iii) upon 30 days prior written notice, to only accepting
     transfer instructions from the Contract Owner and not from the Contract
     Owner's representative, agent or person acting under a power of attorney
     for the Contract Owner.

     Currently, and with respect to Contracts issued in all states, the only
     restriction in effect is that Hartford will not accept instructions from
     agents acting under a power of attorney of multiple Contract Owners whose
     accounts aggregate more than $2 million, unless the agent has entered into
     a third party transfer services agreement with Hartford.

     Transfers between the Sub-Accounts may be made both before and after
     Annuity payments commence (limited to once a quarter) provided that the
     minimum allocation to any Sub-Account may not be less than $500.  No
     minimum balance is required in any Sub-Account.

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

     Subject to the restrictions set forth above, transfers from the Fixed
     Account into a Sub-Account may be made at any time during the Contract
     Year.  The maximum amount which may be transferred from the Fixed Account
     during any Contract Year is the greater of 30% of the Fixed Account balance
     as of the last Contract Anniversary or the greatest amount of any prior
     transfer from the Fixed Account.  If Hartford permits preauthorized
     transfers from the Fixed Account to the Sub-Accounts, this restriction is
     inapplicable.  Also, if any interest rate is renewed at a rate of at least
     one percentage point less than the previous rate, the Contract Owner may
     elect to transfer up to 100% of the funds receiving the reduced rate within
     60 days of notification of the interest rate decrease.  Generally,
     transfers


<PAGE>

                                          26

     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.

                             OPERATION OF THE CONTRACT

How is my Premium Payment credited?

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

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

     Subsequent Premium Payments are priced on the Valuation Day received by
     Hartford at its Home Office, or other designated administrative offices.

What size Premium Payments must I make?


     The minimum initial Premium Payment is $2,000.  Thereafter, the minimum
     Premium Payment is $500 or if you are in the InvestEase Program the minimum
     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.


What if I am not satisfied with my purchase?

     If you are not satisfied with your purchase you may surrender the Contract
     by returning it within ten days (or longer is some states) after you
     receive it.  A written request for cancellation must accompany the
     Contract.  In such event, Hartford will, without deduction for any charges
     normally assessed thereunder, pay you an amount equal to the sum of (i) the
     difference between the Premium


<PAGE>

                                          27

     Payment and the amounts allocated to the Sub- Account(s) and/or the Fixed
     Account under the Contract and (ii) the value of the Contract on the date
     of surrender attributable to the amounts so allocated.  You bear the
     investment risk during the period prior to the Company's receipt of request
     for cancellation.  Hartford will refund the premium paid only for
     individual retirement annuities (if returned within seven days of receipt)
     and in those states where required by law.

May I assign or transfer my Contract?

     Ownership of a Contract described herein is generally assignable.  However,
     if the Contracts are issued pursuant to some form of Qualified Plan, it is
     possible that the ownership of the Contracts may not be transferred or
     assigned depending on the type of qualified retirement plan involved.  An 
     assignment of a Non-Qualified Contract may subject the assignment proceeds 
     to income taxes and certain penalty taxes.  (See "Federal Tax 
     Considerations -- Taxation of Annuities in General -- Non-Tax Qualified 
     Purchasers," page 43.)

How do I know what my Contract is worth?

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

How is the Accumulation Unit value determined?

     The Accumulation Unit value for each Sub-Account will vary to reflect the
     investment experience of the applicable Fund and will be determined on each
     Valuation Day by multiplying the Accumulation Unit value of the particular
     Sub-Account on the preceding Valuation Day by a "Net Investment Factor" for
     that Sub-Account for the Valuation Period then ended.  The "Net Investment
     Factor" for each of the Sub-Accounts is equal to the net asset value per
     share of the corresponding Fund at the end of the Valuation Period (plus
     the per share amount of any dividends or capital gains distributed by that
     Fund if the ex-dividend date occurs in the Valuation Period then ended)
     divided by the net asset value per share of the corresponding Fund at the
     beginning of the Valuation Period.  You should refer to the prospectus for
     each of the Funds which accompanies this Prospectus for a description of
     how the assets of each Fund are valued since each determination has a
     direct bearing on the Accumulation Unit value of the Sub-


<PAGE>

                                          28

     Account and therefore the value of a Contract.  The Accumulation Unit Value
     is affected by the performance of the underlying Fund(s), expenses and
     deduction of the charges described in this Prospectus.

How are the underlying Fund shares valued?

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

How is the value of the Fixed Account determined?

     Hartford will determine the value of the Fixed Account by crediting
     interest to amounts allocated to the Fixed Account.  The minimum Fixed
     Account interest rate is 3%, compounded annually.  Hartford may credit a
     lower minimum interest rate according to state law.  Hartford, also, may
     credit interest at rates greater than the minimum Fixed Account interest
     rate.

                                PAYMENT OF BENEFITS

What would my Beneficiary receive as a death benefit?

     The Contracts provide that in the event the Annuitant dies before the
     selected Annuity Commencement Date, the Contingent Annuitant will become
     the Annuitant.  If the Annuitant dies before the Annuity Commencement Date
     and either (a) there is no designated Contingent Annuitant, (b) the
     Contingent Annuitant predeceases the Annuitant, or (c) if any Contract
     Owner dies before the Annuity Commencement Date, the Beneficiary as
     determined under the Contract Control Provisions, will receive the Minimum
     Death Benefit as determined on the date of receipt of due proof of death by
     Hartford at its Home Office.  With regard to Joint Contract Owners, at the
     first death of a joint Contract Owner prior to the Annuity Commencement
     Date, the Beneficiary will be the surviving Contract Owner notwithstanding
     that the beneficiary designation may be different.

     However, if, upon death prior to the Annuity Commencement Date, the
     Annuitant or Contract Owner, as applicable, had not attained his 85th
     birthday, the Beneficiary will receive the greater of (a) the Contract
     Value determined as of the day written proof of death of such person is
     received by Hartford, or (b) 100% of the total Premium Payments made to
     such Contract, reduced by any prior surrenders, or (c) the Contract Value
     on the Specified Contract Anniversary immediately preceding the date of
     death, increased by the dollar amount of any Premium Payments made and
     reduced by the dollar amount of any partial terminations since the
     immediately preceding Specified Contract Anniversary.


<PAGE>

                                          29

     If the deceased, the Annuitant or Contract Owner, as applicable, had
     attained age 85, then the Death Benefit will equal the Contract Value.

     Death Benefit proceeds will remain invested in the Separate Account in
     accordance with the allocation instructions given by the Certificate Owner
     until the proceeds are paid or Hartford receives new instructions from the
     Beneficiary.  The death benefit may be taken in one sum, payable within
     seven days after the date Due Proof of Death is received, or under any of
     the settlement options then being offered by the Company provided, however,
     that:  (a) in the event of the death of any Contract Owner prior to the
     Annuity Commencement Date, the entire interest in the Contract will be
     distributed within five years after the death of the Contract Owner and (b)
     in the event of the death of any Contract Owner or Annuitant which occurs
     on or after the Annuity Commencement Date, any remaining interest in the
     Contract will be paid at least as rapidly as under the method of
     distribution in effect at the time of death, or, if the benefit is payable
     over a period not extending beyond the life expectancy of the Beneficiary
     or over the life of the Beneficiary, such distribution must commence within
     one year of the date of death.  Notwithstanding the foregoing, in the event
     of the Contract Owner's death where the sole Beneficiary is the spouse of
     the Contract Owner and the Annuitant or Contingent Annuitant is living,
     such spouse may elect, in lieu of receiving the death benefit, to be
     treated as the Contract Owner.  The proceeds due on the death may be
     applied to provide variable payments, fixed payments, or a combination of
     variable and fixed payments.

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

     For a discussion of the manner in which Annuity payments are determined and
     may vary from month to month, see "How are Annuity payments determined?"
     commencing on page 34.

How can a Contract be redeemed or surrendered?

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

     FULL SURRENDERS

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


<PAGE>

                                          30

     Owner has the right to terminate the Contract.  In such event, the
     Termination Value of the Contract may be taken in the form of a lump sum
     cash settlement.

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

     PARTIAL SURRENDERS

     The Contract Owner may make a partial surrender of Contract Values at any
     time prior to the Annuity Commencement Date so long as the amount
     surrendered is at least equal to the minimum amount rules then in effect.
     Additionally, if the remaining Contract Value following a surrender is less
     than $1,000, Hartford may terminate the Contract and pay the Termination
     Value.  For Contracts issued in Texas, there is an additional requirement
     that the Contract will not be terminated when the remaining Contract Value
     after a surrender is less than $1,000 unless there were no Premium Payments
     made during the previous two Contract Years.


     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.



<PAGE>

                                          31

     Once each Contract Year, on a non-cumulative basis, partial surrenders of
     Contract Values of up to 10% of the aggregate Premium Payments made to the
     Contract may be made without being subject to the contingent deferred sales
     charge.  Hartford may permit the Contract Owner to preauthorize partial
     surrenders subject to certain limitations then in effect.

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

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

     HARTFORD WILL NOT ASSUME ANY RESPONSIBILITY IN DETERMINING WHETHER A
     WITHDRAWAL IS PERMISSIBLE, WITH OR WITHOUT TAX PENALTY, IN ANY PARTICULAR
     SITUATION; OR IN MONITORING WITHDRAWAL REQUESTS REGARDING PRE OR POST
     JANUARY 1, 1989 ACCOUNT VALUES.

     ANY SUCH FULL OR PARTIAL SURRENDER DESCRIBED ABOVE MAY AFFECT THE
     CONTINUING TAX QUALIFIED STATUS OF SOME Contracts OR PLANS AND MAY RESULT
     IN ADVERSE TAX CONSEQUENCES TO THE CONTRACT OWNER.  THE CONTRACT OWNER,
     THEREFORE, SHOULD CONSULT WITH HIS TAX ADVISER BEFORE UNDERTAKING ANY SUCH
     SURRENDER.  (SEE "FEDERAL TAX CONSIDERATIONS," PAGE 43.)

     Payment on any request for a full or partial surrender from the
     Sub-Accounts will be made as soon as possible and in any event no later
     than seven days after the written request is received by Hartford at its
     Home Office, Attn:  Individual Annuity Operations, P. O. Box 5085,
     Hartford, CT 06102-5085.  Hartford may defer payment of any amounts from
     the Fixed Account for up to six months from the date of the request for
     surrender.  If Hartford defers payment for more than 30 days, Hartford will
     pay interest of at least 3% per annum on the amount deferred.  In
     requesting a partial withdrawal you should specify the Sub-Account(s)
     and/or the Fixed Account from which the partial withdrawal is to be taken.
     Otherwise, such withdrawal and any applicable contingent deferred sales
     charges will be effected on a pro rata basis according to the value in the
     Fixed Account and each


<PAGE>

                                          32

     Sub-Account under a Contract.  Within this context, the contingent deferred
     sales charges are taken from the Premium Payments in the order in which
     they were received:  from the earliest Premium Payments to the latest
     Premium Payments (see "How are the sales charges under the Contracts made?"
     commencing on page 35).

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

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

May I surrender once Annuity payments have started?

     No.  Surrenders are not permitted after Annuity payments commence EXCEPT
     that a full surrender is allowed when payments for a designated period
     (Option 4 or 5) are selected as the Annuity option.

What are my Annuity benefits?

     You select an Annuity Commencement Date and an Annuity option which may be
     on a fixed or variable basis, or a combination thereof.  The Annuity
     Commencement Date will not be deferred beyond the Annuitant's 90th birthday
     except for certain states where deferral past age 85 is not permitted.  The
     Annuity Commencement Date and/or the Annuity option may be changed from
     time to time, but any change must be made at least 30 days prior to the
     date on which Annuity payments are scheduled to begin.  The Contract allows
     the Contract Owner to change the Sub-Accounts on which variable payments
     are based after payments have commenced once every three months.  Any Fixed
     Annuity allocation may not be changed.

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

     With respect to Non-Qualified Contracts, if you do not elect otherwise,
     payments in most states will automatically begin at the Annuitant's age 90
     (with the exception of states that do not allow deferral past age 85) under
     Option 2 with 120


<PAGE>

                                          33

     monthly payments certain.  For Qualified Contracts and Contracts issued in
     Texas, if you do not elect otherwise, payments will begin automatically at
     the Annuitant's age 90 under Option 1 to provide a life Annuity.

     Under any of the Annuity options excluding Options 4 and 5, no surrenders
     are permitted after Annuity payments commence.  Only full surrenders are
     allowed out of Option 4 and any such surrender will be subject to
     contingent deferred sales charges, if applicable.  Full or partial
     withdrawals may be made from Option 5 at any time and contingent deferred
     sales charges will not be applied.

     OPTION 1:  LIFE ANNUITY - A life Annuity is an Annuity payable during the
     lifetime of the Annuitant and terminating with the last payment preceding
     the death of the Annuitant.  This option offers the largest payment amount
     of any of the life Annuity options since there is no guarantee of a minimum
     number of payments nor a provision for a death benefit payable to a
     Beneficiary.

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

     OPTION 2:  LIFE ANNUITY WITH 120, 180 OR 240 MONTHLY PAYMENTS CERTAIN -
     This Annuity option is an Annuity payable monthly during the lifetime of an
     Annuitant with the provision that payments will be made for a minimum of
     120, 180 or 240 months, as elected.  If, at the death of the Annuitant,
     payments have been made for less than the minimum elected number of months,
     then the present value as of the date of the Annuitant's death, of any
     remaining guaranteed payments will be paid in one sum to the Beneficiary or
     Beneficiaries designated unless other provisions have been made and
     approved by Hartford.

     OPTION 3:  JOINT AND LAST SURVIVOR ANNUITY - An Annuity payable monthly
     during the joint lifetime of the Annuitant and a designated second person,
     and thereafter during the remaining lifetime of the survivor, ceasing with
     the last payment prior to the death of the survivor.  Based on the options
     currently offered by Hartford, the Annuitant may elect that the payment to
     the survivor be less than the payment made during the joint lifetime of the
     Annuitant and a designated second person.

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

     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.


<PAGE>

                                          34

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

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

     OPTION 5:  DEATH BENEFIT REMAINING WITH HARTFORD - Proceeds from the Death
     Benefit may be left with Hartford for a period not to exceed five years
     from the date of the Contract Owner's death prior to the Annuity
     Commencement Date.  These proceeds will remain in the Sub-Account(s) to
     which they were allocated at the time of death unless the Beneficiary
     elects to reallocate them.  Full or partial withdrawals may be made at any
     time.  In the event of withdrawals, the remaining value will equal the
     Contract Value of the proceeds left with Hartford, minus any withdrawals.

     Hartford may offer other annuity options from time to time.

How are Annuity payments determined?

     The value of the Annuity Unit for each Sub-Account in the Separate Account
     for any day is determined by multiplying the value for the preceding day by
     the product of (1) the net investment factor (see "How is the Accumulation
     Unit value determined?" commencing on page 27) for the day for which the
     Annuity Unit value is being calculated, and (2) a factor to neutralize the
     assumed investment rate of 4.00% per annum discussed below.

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

     The Contract contains tables indicating the minimum dollar amount of the
     first monthly payment under the optional forms of Annuity for each $1,000
     of value of a Sub-Account under a Contract.  The first monthly payment
     varies according to the form and type of Annuity selected.  The Contract
     contains Annuity tables derived from the 1983a Individual Annuity Mortality
     Table with ages set back one year and with an assumed investment rate
     ("A.I.R.") of 4% per annum.  The total first monthly Variable Annuity
     payment is determined by multiplying the value (expressed in thousands of
     dollars) of a Sub-Account (less any applicable


<PAGE>

                                          35

     Premium Taxes) by the amount of the first monthly payment per $1,000 of
     value obtained from the tables in the Contracts.

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

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

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

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

                            CHARGES UNDER THE CONTRACTS

How are the sales charges under the Contracts made?

     There is no deduction for sales expenses from Premium Payments when made.
     However, a contingent deferred sales charge may be assessed against
     Contract Values when they are surrendered.

     A Contract Owner who chooses to surrender a Contract in full who has not
     yet withdrawn the Annual Withdrawal Amount during the current Contract Year
     (as described at page 36 below under the sub-heading "Is there ever a time
     when the sales charges do not apply?") may, depending upon the amount of
     investment gain experienced under the Contract, reduce the amount of any
     contingent deferred sales charge paid by first withdrawing the Annual
     Withdrawal Amount and then requesting a full surrender of the Contract.
     Upon receiving a request for a full surrender of a Contract, Hartford
     currently assesses any applicable contingent


<PAGE>

                                          36

     deferred sales charge against the surrender proceeds representing the
     lesser of: (1) aggregate Premium Payments under the Contract not previously
     withdrawn; and (2) the Contract Value, less the Annual Withdrawal Amount
     available at the time of the full surrender, less the Annual Maintenance
     Fee.

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

<TABLE>
<CAPTION>
     Charge       Length of Time from Premium Payment
     ------       -----------------------------------
                        (Number of Years)
<S>               <C>
     7%                         1
     6%                         2
     5%                         3
     4%                         4
     3%                         5
     2%                         6
     1%                         7
     0%                         8 or more

</TABLE>

     No contingent deferred sales charge will be assessed in the event of death
     of the Annuitant or Contract Owner, or if Contract Values are applied to an
     Annuity option provided for under the Contract (except that a surrender out
     of Option 4 will be subject to a contingent deferred sales charge if
     applicable) or upon the exercise of the withdrawal privilege.  (See "Is
     there ever a time when the sales charges do not apply?" commencing on page
     36.)

     In the case of a redemption in which you request a certain dollar amount be
     withdrawn, the sales charge is deducted from the amount withdrawn and the
     balance is paid to you.  Example:  You request a total withdrawal of $1,000
     and the applicable sales load is 5%.  Your Sub-Account(s) and/or the Fixed
     Account will be reduced by $1,000 and you will receive $950 (I.E., the
     $1,000 total withdrawal less the 5% sales charge).  This is the method
     applicable on a full surrender of your Contract.  In the case of a partial
     redemption in which you request to receive a specified amount, the sales
     charge will be calculated on the total amount that must be withdrawn from
     your Sub-Account(s) and/or the Fixed Account in order to provide you with
     the amount requested.  Example:  You request to receive $1,000 and the
     applicable sales charge is 5%.  Your Sub-Account(s) and/or the Fixed
     Account will be reduced by $1,052.63 (I.E., a total withdrawal of $1,052.63
     which results in a $52.63 sales charge ($1,052.63 x 5%) and a net amount
     paid to you of $1,000 as requested).

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


<PAGE>

                                          37

     Yes.  During any Contract Year, on a non-cumulative basis, a Contract Owner
     may make a partial surrender of Contract Values of up to 10% of the
     aggregate Premium Payments made to the Contract (as determined on the date
     of the requested withdrawal) without the application of the contingent
     deferred sales charge described above (the "Annual Withdrawal Amount").
     Any such withdrawal will be deemed to be from Contract Values other than
     Premium Payments.  From time to time, Hartford may permit the Contract
     Owner to preauthorize partial surrenders subject to certain limitations
     then in effect.  Additional surrenders or any surrender of the Contract
     Values in excess of such amount in any Contract Year during the period when
     contingent deferred sales charges are applicable will be subject to the
     appropriate charge as set forth above.

     No contingent deferred sales charges otherwise applicable will be assessed
     in the event of death of the Annuitant, death of the Contract Owner or if
     payments are made under an Annuity option provided for under the Contract,
     except that in the case of a surrender out of Annuity Option 4 contingent
     deferred sales charges will be assessed, if applicable.

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


     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.


What do the sales charges cover?


<PAGE>

                                          38

     The contingent deferred sales charges are used to cover expenses relating
     to the sale and distribution of the Contracts, including commissions paid
     to any distribution organization and its sales personnel, the cost of
     preparing sales literature and other promotional activities.  To the extent
     that these charges do not cover such distribution expenses they will be
     borne by Hartford from its general assets, including surplus.  The surplus
     might include profits resulting from unused mortality and expense risk
     charges.

What is the mortality and expense risk charge?

     Although Variable Annuity payments made under the Contracts will vary in
     accordance with the investment performance of the underlying Fund shares
     held in the Sub-Account(s), the payments will not be affected by (a)
     Hartford's actual mortality experience among Annuitants before or after the
     Annuity Commencement Date or (b) Hartford's actual expenses, if greater
     than the deductions provided for in the Contracts because of the expense
     and mortality undertakings by Hartford.

     For assuming these risks under the Contracts, Hartford will make a daily
     charge at the rate of 1.25% per annum against all Contract Values held in
     the Separate Account during the life of the Contract (estimated at .90% for
     mortality and .35% for expense), except for the Fixed Account.

     The mortality undertakings provided by Hartford under the Contracts,
     assuming the selection of one of the forms of life Annuities, is to make
     monthly Annuity payments (determined in accordance with the 1983a
     Individual Mortality Annuity Table and other provisions contained in the
     Contract) to Annuitants regardless of how long an Annuitant may live, and
     regardless of how long all Annuitants as a group may live.  Hartford also
     assumes the liability for payment of a Minimum Death Benefit under the
     Contract.

     The mortality undertakings are based on Hartford's determination of
     expected mortality rates among all Annuitants.  If actual experience among
     Annuitants during the Annuity payment period deviates from Hartford's
     actuarial determination of expected mortality rates among Annuitants
     because, as a group, their longevity is longer than anticipated, Hartford
     must provide amounts from its general funds to fulfill its Contract
     obligations.  In that event, a loss will fall on Hartford.  Also, in the
     event of the death of an Annuitant or Contract Owner prior to age 85 or
     before the commencement of Annuity payments, whichever is earlier, Hartford
     can, in periods of declining value, experience a loss resulting from the
     assumption of the mortality risk relative to the minimum death benefit.

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


<PAGE>

                                          39

Are there any administrative charges?


     Each year, on each Contract Anniversary on or before the Annuity
     Commencement Date, Hartford will deduct an Annual Maintenance Fee from
     Contract Values to reimburse it for expenses relating to the maintenance of
     the Contract, the Fixed Account, and the Sub-Account(s) thereunder.  If
     during a Contract Year the Contract is surrendered for its full value,
     Hartford will deduct the Annual Maintenance Fee at the time of such
     surrender.  The fee is a flat fee which will be due in the full amount
     regardless of the time of the Contract Year that Contract Values are
     surrendered.  The Annual Maintenance Fee is $25.00 per Contract Year.  The
     deduction will be made pro rata according to the value in each Sub-Account
     and the Fixed Account under a Contract. Hartford reserves the right to 
     waive the Annual Maintenance Fee under other conditions.


How much are the deductions for Premium Taxes?

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


HARTFORD LIFE AND ANNUITY INSURANCE COMPANY AND THE FUNDS

What is Hartford?

 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

<TABLE>
<CAPTION>

    RATING AGENCY             EFFECTIVE    RATING         BASIS OF RATING
                              DATE OF
                              RATING


<PAGE>

                                          40

<S>                           <C>          <C>      <C>
 A.M. Best and Company,         9/9/97       A+     Financial soundness and
                                                    operating performance.

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

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

What are 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 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 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. The Funds may not
be available in all states.

Depending on where you purchase the Contract, other investment options may be
available.


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



<PAGE>

                                          41

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 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 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



<PAGE>

                                          42

     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.


*"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.

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


Does Hartford have any interest in the Funds?

     Hartford has no interest in the Funds.


<PAGE>

                                          43

                             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 54, 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  "Value of Accumulation  Units"
commencing on page 15).  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


<PAGE>

                                          44

          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 CONTRACT OWNERS (NATURAL PERSONS).  A Contract Owner is not
          taxed on increases in the value of the Contract until an amount is
          received or deemed received, e.g., in the form of a lump sum payment
          (full or partial value of a Contract) or as Annuity payments under the
          settlement option elected.

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

          a.   DISTRIBUTIONS PRIOR TO THE ANNUITY COMMENCEMENT DATE.

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

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

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


<PAGE>

                                          45

                    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


<PAGE>

                                          46

               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.

               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


<PAGE>

                                          47

                    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


<PAGE>

                                          48

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

                    iii. Spouse Beneficiary

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

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

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

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

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


<PAGE>

                                          49

               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


<PAGE>

                                          50

               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 54 for information relative to the types of plans for which it 
     may be used and the general explanation of the tax features of such plans.

F.   ANNUITY PURCHASES BY NONRESIDENT ALIENS AND FOREIGN CORPORATIONS

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



<PAGE>

                                          51

                                   MISCELLANEOUS

What are my voting rights?

     Hartford is the legal owner of all Fund shares held in the Separate
     Account.  As the owner, HL has the right to vote at the Funds' shareholder
     meetings.  However, to the extent required by federal securities laws or
     regulations, Hartford will:

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

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

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

     Hartford will notify you of any Fund shareholders' meeting if the shares
     held for your account may be voted at such meetings.  Hartford will also
     send proxy materials and a form of instruction by means of which you can
     instruct Hartford with respect to the voting of the Fund shares held for
     your account.

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

Will other Contracts be participating in the Separate Account?

     In addition to the Contracts described in this Prospectus, it is
     contemplated that other forms of group or individual Variable Annuities may
     be sold providing benefits which vary in accordance with the investment
     experience of the Separate Account.

How are the Contracts sold?


<PAGE>

                                          52

     Hartford Securities Distribution Company, Inc. ("HSD") serves as principal
     underwriter for the securities issued with respect to the Separate Account.
     HSD is a wholly-owned subsidiary of Hartford Life Insurance Company.  The
     principal business address of HSD is the same as that of Hartford.

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

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

     Commissions will be paid by Hartford and will not be more than 6% of
     Premium Payments.

     From time to time, Hartford may pay or permit other promotional incentives,
     in cash or credit or other compensation.

     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.


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

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

Are there any material legal proceedings affecting the Separate Account?

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

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


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


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


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


<PAGE>

                                          53

     Company (formerly ITT Hartford Life and Annuity Insurance Company) which
     states the statutory-basis financial statements are presented in accordance
     with statutory accounting practices prescribed or permitted by the National
     Association of Insurance Commissioners and the State of Connecticut
     Insurance Department, 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.


How may I get additional information?

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


         Hartford Life and Annuity Insurance Company
         Attn: Individual Annuity Operations
         P. O. Box 5085
         Hartford, CT  06102-5085
                                 Telephone:  (800) 862-6668



<PAGE>

                                          54

                                      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.



<PAGE>

                                          55

     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 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



<PAGE>

                                          56


     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



<PAGE>

                                          57


          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 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



<PAGE>

                                          58


          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>

                                          59


                                  TABLE OF CONTENTS
                                          TO
                         STATEMENT OF ADDITIONAL INFORMATION



SECTION
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



<PAGE>

                                          

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


                       SECTION 403(b)(11) ACKNOWLEDGMENT FORM


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

     a.   attained age 59 1/2
     b.   terminated employment
     c.   died, or
     d.   become disabled.

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

Also, there may be a 10% penalty tax for distributions made because of financial
hardship or separation from service.

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

Please complete the following and return to:


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


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


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


<PAGE>


To Obtain a Statement of Additional Information, please complete the form below
and mail to:


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


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


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

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

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


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


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