ITT HARTFORD LIFE & ANNUITY INSURANCE CO SEPARATE ACCOUNT ON
485BPOS, 1998-09-29
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<PAGE>

   
    As filed with the Securities and Exchange Commission on September 29, 1998.
                                                              File No. 33-56790
    
                         SECURITIES AND EXCHANGE COMMISSION
                              Washington, D. C. 20549

                                      FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


     Pre-Effective Amendment No.                                 [ ]
                                ------
   
     Post-Effective Amendment No.   9                            [X]
                                 -------
    

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

   
Amendment No.   26                                               [X]
             --------
    
                     HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
                                SEPARATE ACCOUNT ONE
                             (Exact Name of Registrant)

                     HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
                                (Name of Depositor)


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

                                   (860) 843-6733
                (Depositor's Telephone Number, Including Area Code)


                              MARIANNE O'DOHERTY, ESQ.
                         HARTFORD LIFE INSURANCE COMPANIES
                                   P. O. BOX 2999
                              HARTFORD, CT  06104-2999
                      (Name and Address of Agent for Service)

 It is proposed that this filing will become effective:
   
          immediately upon filing pursuant to paragraph (b) of Rule 485
     ----
       X  on September 30, 1998 pursuant to paragraph (b) of Rule 485
     ----
          60 days after filing pursuant to paragraph (a)(1) of Rule 485
     ----
          on ____________,  1998 pursuant to paragraph (a)(1) of Rule 485
     ----
          this post-effective amendment designates a new effective date for a
     ----
          previously filed post-effective amendment.
    

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


                               CROSS REFERENCE SHEET
                              PURSUANT TO RULE 495(a)

          N-4 Item No.                            Prospectus Heading
          ------------                            ------------------

     1.   Cover Page                              Cover Page

     2.   Definitions                             Glossary of Special Terms

     3.   Synopsis or Highlights                  Summary

     4.   Condensed Financial Information         Accumulation Unit Values;
                                                  Yield Information

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

     6.   Deductions                              Charges Under the Contract

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

     8.   Annuity Period                          Payment of Benefits

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

     10.  Purchases and Contract Value            Operation of the Contract

     11.  Redemptions                             Payment of Benefits

     12.  Taxes                                   Federal Tax Considerations

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

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


<PAGE>


     15.  Cover Page                              Part B; Statement of
                                                  Additional Information

     16.  Table of Contents                       Table of Contents

     17.  General Information and                 History Introduction

     18.  Services                                None

     19.  Purchase of Securities                  Distribution of Contracts
          being Offered

     20.  Underwriters                            Distribution of Contracts

     21.  Calculation of Performance              Calculation of Yield and
                                                  Return         

     22.  Annuity Payments                        Annuity Benefits

     23.  Financial Statements                    Financial Statements

     24.  Financial Statements and                Financial Statements and
          Exhibits                                Exhibits

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

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


     27.  Number of Contract Owners               Number of Contract Owners

     28.  Indemnification                         Indemnification

     29.  Principal Underwriters                  Principal Underwriters


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


     31.  Management Services                     Management Services

     32.  Undertakings                            Undertakings

<PAGE>
 
     HARTFORD LIFE AND ANNUITY
     INSURANCE COMPANY
 
 [LOGO]
     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             --  shares of Class IA of Hartford Advisers HLS
   Sub-Account                 Fund, Inc. ("Hartford Advisers Fund")
 Bond Fund Sub-Account     --  shares of Class IA of Hartford Bond HLS Fund,
                               Inc. ("Hartford Bond Fund")
 Capital Appreciation      --  shares of Class IA of Hartford Capital
   Fund Sub-Account            Appreciation HLS Fund, Inc. ("Hartford Capital
                               Appreciation Fund")
 Dividend and Growth Fund  --  shares of Class IA of Hartford Dividend and
   Sub-Account                 Growth HLS Fund, Inc. ("Hartford Dividend and
                               Growth Fund")
 Global Leaders Fund       --  shares of Class IA of Hartford Global Leaders
   Sub-Account                 HLS Fund, Inc. ("Hartford Global Leaders Fund")
 Growth and Income Fund    --  shares of Class IA of Hartford Growth and Income
   Sub-Account                 HLS Fund, Inc. ("Hartford Growth and Income
                               Fund")
 High Yield Fund           --  shares of Class IA of Hartford High Yield HLS
   Sub-Account                 Fund, Inc. ("Hartford High Yield Fund")
 Index Fund Sub-Account    --  shares of Class IA of Hartford Index HLS Fund,
                               Inc. ("Hartford Index Fund")
 International Advisers    --  shares of Class IA of Hartford International
   Fund Sub-Account            Advisers HLS Fund, Inc. ("Hartford International
                               Advisers Fund")
 International             --  shares of Class IA of Hartford International
   Opportunities Fund          Opportunities HLS Fund, Inc. ("Hartford
   Sub-Account                 International Opportunities Fund")
 MidCap Fund Sub-Account   --  shares of Class IA of Hartford MidCap HLS Fund,
                               Inc. ("Hartford MidCap Fund")
 Money Market Fund         --  shares of Class IA of Hartford Money Market HLS
   Sub-Account                 Fund, Inc. ("Hartford Money Market Fund")
 Mortgage Securities Fund  --  shares of Class IA of Hartford Mortgage
   Sub-Account                 Securities HLS Fund, Inc. ("Hartford Mortgage
                               Securities Fund")
 Small Company Fund        --  shares of Class IA of Hartford Small Company
   Sub-Account                 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 43
 of this Prospectus. The Statement of Additional Information is incorporated by
 reference to this Prospectus.
    
 ------------------------------------------------------------------------------
   
 THIS PROSPECTUS AND OTHER INFORMATION ABOUT THE SEPARATE ACCOUNT REQUIRED TO
 BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION CAN BE FOUND AT THE
 COMMISSION'S WEB SITE (HTTP:// WWW.SEC.GOV).
    
 ------------------------------------------------------------------------------
 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: September 30, 1998
 Statement of Additional Information Dated: September 30, 1998
    
<PAGE>
                               TABLE OF CONTENTS
 
   
<TABLE>
<CAPTION>
                                                                           PAGE
                                                                           ----
 <S>                                                                       <C>
 GLOSSARY OF SPECIAL TERMS...............................................    3
 FEE TABLE...............................................................    5
 SUMMARY.................................................................   13
 ACCUMULATION UNIT VALUES................................................   15
 PERFORMANCE RELATED INFORMATION.........................................   17
 INTRODUCTION............................................................   18
 THE CONTRACT, SEPARATE ACCOUNT ONE AND THE FIXED ACCOUNT................   18
   What are the Contracts?...............................................   18
   Who can buy these Contracts?..........................................   19
   What is the Separate Account and how does it operate?.................   19
   What is the Fixed Account and how does it operate?....................   20
   May I transfer assets between Sub-Accounts?...........................   21
   May I transfer assets between the Fixed Account and the
    Sub-Accounts?........................................................   21
 OPERATION OF THE CONTRACT...............................................   22
   How is my Premium Payment credited?...................................   22
   What size Premium Payments must I make?...............................   22
   What if I am not satisfied with my purchase?..........................   22
   May I assign or transfer my Contract?.................................   22
   How do I know what my Contract is worth?..............................   22
   How is the Accumulation Unit value determined?........................   23
   How are the underlying Fund shares valued?............................   23
   How is the value of the Fixed Account determined?.....................   23
 PAYMENT OF BENEFITS.....................................................   23
   What would my Beneficiary receive as a death benefit?.................   23
   How can a Contract be redeemed or surrendered?........................   24
   Can payment of a redemption, surrender or death benefit ever postponed
    beyond the seven day period?.........................................   25
   May I surrender once Annuity payments have started?...................   25
   What are my Annuity benefits?.........................................   25
   How are Annuity payments determined?..................................   27
 CHARGES UNDER THE CONTRACTS.............................................   27
   How are the sales charges under the Contracts made?...................   27
   Is there ever a time when the sales charges do not apply?.............   28
   What do the sales charges cover?......................................   29
   What is the mortality and expense risk charge?........................   29
   Are there any administrative charges?.................................   30
   How much are the deductions for Premium Taxes?........................   30
 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY AND THE FUNDS...............   30
   What is Hartford?.....................................................   30
   What are the Funds?...................................................   30
   Does Hartford have any interest in the Funds?.........................   32
 FEDERAL TAX CONSIDERATIONS..............................................   32
   What are some of the federal tax consequences which affect these
    Contracts?...........................................................   32
 MISCELLANEOUS...........................................................   37
   What are my voting rights?............................................   37
   Will other Contracts be participating in the Separate Account?........   38
   How are the Contracts sold?...........................................   38
   Who is the custodian of the Separate Account's assets?................   38
   Are there any material legal proceedings affecting the Separate
    Account?.............................................................   38
   Who has passed on the legal matters affecting the Separate Account?...   38
   How are Year 2000 issues being addressed?.............................   38
   Are you relying on any experts as to any portion of this
    Prospectus?..........................................................   39
   How may I get additional information?.................................   39
 APPENDIX I -- INFORMATION REGARDING TAX-QUALIFIED PLANS.................   40
 TABLE OF CONTENTS FOR STATEMENT OF ADDITIONAL INFORMATION...............   43
</TABLE>
    
 
                                       2
<PAGE>
                           GLOSSARY OF SPECIAL TERMS
 
ACCUMULATION UNIT: An accounting unit of measure used to calculate values before
Annuity payments begin.
 
ANNUITANT: The person or participant upon whose life the Contract is issued.
 
ANNUITY: A series of payments for life, or for life with a minimum number of
payments or a determinable sum guaranteed, or for a joint lifetime and
thereafter during the lifetime of the survivor, or for a designated period.
 
ANNUITY COMMENCEMENT DATE: The date on which Annuity payments are to commence.
Under group unallocated Contracts, the date for each Participant is determined
by the Contract Owner in accordance with the terms of the Plan. It will always
be the fifteenth of a calendar month.
 
ANNUITY UNIT: An accounting unit of measure used to calculate the value of
Annuity payments.
 
BENEFICIARY: The person(s) who receive Contract Values in the event of the
Annuitant's or Contract Owner's death under certain conditions. Under a group
unallocated Contract, the person named by the Participant within the Plan
documents/enrollment forms who is entitled to receive benefits in case of the
death of the Participant.
 
CODE: The Internal Revenue Code of 1986, as amended.
 
COMMISSION: Securities and Exchange Commission.
 
CONTINGENT ANNUITANT: The person so designated by the Contract Owner, who upon
the Annuitant's death, prior to the Annuity Commencement Date, becomes the
Annuitant.
 
CONTRACT ANNIVERSARY: The anniversary of the Contract Date.
 
CONTRACT OWNER(S): The owner(s) of the Contract, trustee or other entity,
sometimes herein referred to as "you".
 
CONTRACT VALUE: The aggregate value of any Sub-Account Accumulation Units held
under the Contract plus the value of the Fixed Account.
 
CONTRACT YEAR: A period of 12 months commencing with the Contract Date or any
anniversary thereof.
 
FIXED ACCOUNT: Part of the General Account of Hartford to which a Contract Owner
may allocate all or a portion of his Premium Payment or Contract Value.
 
FIXED ACCOUNT ANNUITY: An Annuity providing for guaranteed payments which remain
fixed in amount throughout the payment period and which do not vary with the
investment experience of a separate account.
 
   
FUNDS: The Funds described commencing on page 30 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.
 
                                       3
<PAGE>
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.
 
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.
 
                                       4
<PAGE>
   
                                   FEE TABLE
                                    SUMMARY
                                   DIRECTOR V
                      Contract Owner Transaction Expenses
                               (All Sub-Accounts)
    
 
   
<TABLE>
 <S>                                                                 <C>
 Sales Load Imposed on Purchases (as a percentage of premium
   payments).......................................................    None
 Exchange Fee......................................................  $    0
 Deferred Sales Load (as a percentage of amounts withdrawn)
   First Year (1)..................................................       7%
   Second Year.....................................................       6%
   Third Year......................................................       5%
   Fourth Year.....................................................       4%
   Fifth Year......................................................       3%
   Sixth Year......................................................       2%
   Seventh Year....................................................       1%
   Eighth Year.....................................................       0%
 Annual Maintenance 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 Maintenance 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 Maintenance Fee has been reflected in the Examples by a method
    intended to show the "average" impact of the Annual Maintenance Fee on an
    investment in the Separate Account. The Annual Maintenance Fee is deducted
    only when the accumulated value is $50,000 or less. In the Example, the
    Annual Maintenance Fee is approximated as a 0.05% annual asset charge based
    on the experience of the Contracts.
    
 
   
                         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..............................   0.515%     0.020%     0.535%
 Hartford Stock Fund.............................   0.455%     0.020%     0.475%
 Hartford Money Market Fund......................   0.450%     0.015%     0.465%
 Hartford Advisers Fund..........................   0.635%     0.020%     0.655%
 Hartford Capital Appreciation Fund..............   0.645%     0.020%     0.665%
 Hartford Mortgage Securities Fund...............   0.450%     0.025%     0.475%
 Hartford Index Fund.............................   0.400%     0.015%     0.415%
 Hartford International Opportunities Fund.......   0.705%     0.090%     0.795%
 Hartford Dividend & Growth Fund.................   0.685%     0.020%     0.705%
 Hartford International Advisers Fund............   0.775%     0.120%     0.895%
 Hartford MidCap Fund............................   0.775%     0.040%     0.815%
 Hartford Small Company Fund.....................   0.775%     0.020%     0.795%
 Hartford Growth and Income Fund (1).............   0.200%     0.150%     0.350%
 Hartford Global Leaders Fund (1)................   0.200%     0.200%     0.400%
 Hartford High Yield Fund (1)....................   0.200%     0.150%     0.350%
</TABLE>
    
 
- ---------
 
   
(1) Hartford Growth and Income Fund, Hartford Global Leaders Fund and Hartford
    High Yield Fund are new Funds. "Total Fund Operating Expenses" are based on
    annualized estimates of such expenses to be incurred in the current fiscal
    year. HL Investment Advisors, Inc. has agreed to waive its fees for these
    until the assets of the Funds (excluding assets contributed by companies
    affiliated with HL Investment Advisors, Inc.) reach $20 million. Absent this
    waiver, the "Management Fees" and "Total Fund Operating Expenses" would have
    been:
    
 
   
<TABLE>
<CAPTION>
                                                                                                           TOTAL FUND
                                                                                   MANAGEMENT FEES     OPERATING EXPENSES
                                                                                  ------------------  --------------------
<S>                                                                               <C>                 <C>
Hartford Growth and Income Fund.................................................          0.750%               0.900%
Hartford Global Leaders Fund....................................................          0.750%               0.950%
Hartford High Yield Fund........................................................          0.750%               0.900%
</TABLE>
    
 
                                       5
<PAGE>
   
EXAMPLE-DIRECTOR V
    
 
   
<TABLE>
<CAPTION>
                           If you surrender your Contract     If you annuitize your Contract     If you do not surrender your
                           at the end of the applicable       at the end of the applicable       Contract, you would pay the
                           time period, you would pay the     time period, you would pay the     following expenses on a $1,000
                           following expenses on a $1,000     following expenses on a $1,000     investment, assuming a 5%
                           investment, assuming a 5%          investment, assuming a 5%          annual return on assets:
                           annual return on assets:           annual return on assets:
 
 SUB-ACCOUNT               1 YEAR 3 YEARS 5 YEARS 10 YEARS    1 YEAR 3 YEARS 5 YEARS 10 YEARS    1 YEAR 3 YEARS 5 YEARS 10 YEARS
                           ------ ------- ------- --------    ------ ------- ------- --------    ------ ------- ------- --------
 <S>                       <C>    <C>     <C>     <C>         <C>    <C>     <C>     <C>         <C>    <C>     <C>     <C>
 
 Bond Fund................  $ 83   $ 106   $ 130    $ 217      $ 18   $  58   $ 100    $ 216      $ 19   $  58   $ 100    $ 217
 Stock Fund...............    82     104     127      210        18      56      96      210        18      56      97      210
 Money Market Fund........    82     104     126      209        18      55      96      209        18      56      96      209
 Advisers Fund............    84     110     136      230        20      61     106      229        20      62     106      230
 Capital Appreciation
   Fund...................    84     110     137      231        20      62     106      230        20      62     107      231
 Mortgage Securities
   Fund...................    82     104     127      210        18      56      96      210        18      56      97      210
 Index Fund...............    82     102     124      204        17      54      93      203        18      54      94      204
 International
   Opportunities Fund.....    85     114     144      245        21      66     113      244        21      66     114      245
 Dividend & Growth Fund...    85     111     139      235        20      63     108      234        21      63     109      235
 International Advisers
   Fund...................    86     117     149      255        22      69     118      254        22      69     119      255
 Midcap Fund..............    86     115     N/A      N/A        21      66     N/A      N/A        22      67     N/A      N/A
 Small Company Fund.......    85     114     144      245        21      66     113      244        21      66     114      245
 Growth and Income Fund...    81     110     N/A      N/A        16      61     N/A      N/A        17      62     N/A      N/A
 Global Leaders Fund......    81     112     N/A      N/A        17      63     N/A      N/A        17      64     N/A      N/A
 High Yield Fund..........    81     110     N/A      N/A        16      61     N/A      N/A        17      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.
    
 
                                       6
<PAGE>
                                   FEE TABLE
                                    SUMMARY
                                  DIRECTOR IV
                      Contract Owner Transaction Expenses
                               (All Sub-Accounts)
 
<TABLE>
 <S>                                                                 <C>
 Sales Load Imposed on Purchases (as a percentage of premium
   payments).......................................................    None
 Exchange Fee......................................................  $    0
 Deferred Sales Load (as a percentage of amounts withdrawn)
   First Year (1)..................................................       7%
   Second Year.....................................................       6%
   Third Year......................................................       5%
   Fourth Year.....................................................       4%
   Fifth Year......................................................       3%
   Sixth Year......................................................       2%
   Seventh Year....................................................       1%
   Eighth Year.....................................................       0%
 Annual Maintenance 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 Maintenance 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 Maintenance Fee has been reflected in the Examples by a method
    intended to show the "average" impact of the Annual Maintenance Fee on an
    investment in the Separate Account. In the Example, the Annual Maintenance
    Fee is approximated as a 0.05% annual asset charge based on the experience
    of the Contracts.
    
 
                         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..............................   0.515%     0.020%     0.535%
 Hartford Stock Fund.............................   0.455%     0.020%     0.475%
 Hartford Money Market Fund......................   0.450%     0.015%     0.465%
 Hartford Advisers Fund..........................   0.635%     0.020%     0.655%
 Hartford Capital Appreciation Fund..............   0.645%     0.020%     0.665%
 Hartford Mortgage Securities Fund...............   0.450%     0.025%     0.475%
 Hartford Index Fund.............................   0.400%     0.015%     0.415%
 Hartford International Opportunities Fund.......   0.705%     0.090%     0.795%
 Hartford Dividend & Growth Fund.................   0.685%     0.020%     0.705%
 Hartford International Advisers Fund............   0.775%     0.120%     0.895%
 Hartford MidCap Fund............................   0.775%     0.040%     0.815%
 Hartford Small Company Fund.....................   0.775%     0.020%     0.795%
 Hartford Growth and Income Fund (1).............   0.200%     0.150%     0.350%
 Hartford Global Leaders Fund (1)................   0.200%     0.200%     0.400%
 Hartford High Yield Fund (1)....................   0.200%     0.150%     0.350%
</TABLE>
    
 
- ---------
 
   
(1) Hartford Growth and Income Fund, Hartford Global Leaders Fund and Hartford
    High Yield Fund are new Funds. "Total Fund Operating Expenses" are based on
    annualized estimates of such expenses to be incurred in the current fiscal
    year. HL Investment Advisors, Inc. has agreed to waive its fees for these
    until the assets of the Funds (excluding assets contributed by companies
    affiliated with HL Investment Advisors, Inc.) reach $20 million. Absent this
    waiver, the "Management Fees" and "Total Fund Operating Expenses" would have
    been:
    
 
   
<TABLE>
<CAPTION>
                                                                                                           TOTAL FUND
                                                                                   MANAGEMENT FEES     OPERATING EXPENSES
                                                                                  ------------------  --------------------
<S>                                                                               <C>                 <C>
Hartford Growth and Income Fund.................................................          0.750%               0.900%
Hartford Global Leaders Fund....................................................          0.750%               0.950%
Hartford High Yield Fund........................................................          0.750%               0.900%
</TABLE>
    
 
                                       7
<PAGE>
EXAMPLE-DIRECTOR IV
 
   
<TABLE>
<CAPTION>
                           If you surrender your Contract     If you annuitize your Contract     If you do not surrender your
                           at the end of the applicable       at the end of the applicable       Contract, you would pay the
                           time period, you would pay the     time period, you would pay the     following expenses on a $1,000
                           following expenses on a $1,000     following expenses on a $1,000     investment, assuming a 5%
                           investment, assuming a 5%          investment, assuming a 5%          annual return on assets:
                           annual return on assets:           annual return on assets:
 
 SUB-ACCOUNT               1 YEAR 3 YEARS 5 YEARS 10 YEARS    1 YEAR 3 YEARS 5 YEARS 10 YEARS    1 YEAR 3 YEARS 5 YEARS 10 YEARS
                           ------ ------- ------- --------    ------ ------- ------- --------    ------ ------- ------- --------
 <S>                       <C>    <C>     <C>     <C>         <C>    <C>     <C>     <C>         <C>    <C>     <C>     <C>
 
 Bond Fund................  $ 83   $ 106   $ 130    $ 217      $ 18   $  58   $ 100    $ 216      $ 19   $  58   $ 100    $ 217
 Stock Fund...............    82     104     127      210        18      56      96      210        18      56      97      210
 Money Market Fund........    82     104     126      209        18      55      96      209        18      56      96      209
 Advisers Fund............    84     110     136      230        20      61     106      229        20      62     106      230
 Capital Appreciation
   Fund...................    84     110     137      231        20      62     106      230        20      62     107      231
 Mortgage Securities
   Fund...................    82     104     127      210        18      56      96      210        18      56      97      210
 Index Fund...............    82     102     124      204        17      54      93      203        18      54      94      204
 International
   Opportunities Fund.....    85     114     144      245        21      66     113      244        21      66     114      245
 Dividend & Growth Fund...    85     111     139      235        20      63     108      234        21      63     109      235
 International Advisers
   Fund...................    86     117     149      255        22      69     118      254        22      69     119      255
 Midcap Fund..............    86     115     N/A      N/A        21      66     N/A      N/A        22      67     N/A      N/A
 Small Company Fund.......    85     114     144      245        21      66     113      244        21      66     114      245
 Growth and Income Fund...    81     110     N/A      N/A        16      61     N/A      N/A        17      62     N/A      N/A
 Global Leaders Fund......    81     112     N/A      N/A        17      63     N/A      N/A        17      64     N/A      N/A
 High Yield Fund..........    81     110     N/A      N/A        16      61     N/A      N/A        17      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.
 
                                       8
<PAGE>
                                   FEE TABLE
                                    SUMMARY
                                  DIRECTOR III
                      Contract Owner Transaction Expenses
                               (All Sub-Accounts)
 
<TABLE>
 <S>                                                                 <C>
 Sales Load Imposed on Purchases (as a percentage of premium
   payments).......................................................    None
 Exchange Fee......................................................  $    0
 Deferred Sales Load (as a percentage of amounts withdrawn)
   First Year (1)..................................................       6%
   Second Year.....................................................       6%
   Third Year......................................................       6%
   Fourth Year.....................................................       6%
   Fifth Year......................................................       5%
   Sixth Year......................................................       4%
   Seventh Year....................................................       0%
   Eighth Year.....................................................       0%
 Annual Maintenance 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 Maintenance 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 Maintenance Fee has been reflected in the Examples by a method
    intended to show the "average" impact of the Annual Maintenance Fee on an
    investment in the Separate Account. In the Example, the Annual Maintenance
    Fee is approximated as a 0.05% annual asset charge based on the experience
    of the Contracts.
    
 
                         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..............................   0.515%     0.020%     0.535%
 Hartford Stock Fund.............................   0.455%     0.020%     0.475%
 Hartford Money Market Fund......................   0.450%     0.015%     0.465%
 Hartford Advisers Fund..........................   0.635%     0.020%     0.655%
 Hartford Capital Appreciation Fund..............   0.645%     0.020%     0.665%
 Hartford Mortgage Securities Fund...............   0.450%     0.025%     0.475%
 Hartford Index Fund.............................   0.400%     0.015%     0.415%
 Hartford International Opportunities Fund.......   0.705%     0.090%     0.795%
 Hartford Dividend & Growth Fund.................   0.685%     0.020%     0.705%
 Hartford International Advisers Fund............   0.775%     0.120%     0.895%
 Hartford MidCap Fund............................   0.775%     0.040%     0.815%
 Hartford Small Company Fund.....................   0.775%     0.020%     0.795%
 Hartford Growth and Income Fund (1).............   0.200%     0.150%     0.350%
 Hartford Global Leaders Fund (1)................   0.200%     0.200%     0.400%
 Hartford High Yield Fund (1)....................   0.200%     0.150%     0.350%
</TABLE>
    
 
- ---------
 
   
(1) Hartford Growth and Income Fund, Hartford Global Leaders Fund and Hartford
    High Yield Fund are new Funds. "Total Fund Operating Expenses" are based on
    annualized estimates of such expenses to be incurred in the current fiscal
    year. HL Investment Advisors, Inc. has agreed to waive its fees for these
    until the assets of the Funds (excluding assets contributed by companies
    affiliated with HL Investment Advisors, Inc.) reach $20 million. Absent this
    waiver, the "Management Fees" and "Total Fund Operating Expenses" would have
    been:
    
 
   
<TABLE>
<CAPTION>
                                                                                                           TOTAL FUND
                                                                                   MANAGEMENT FEES     OPERATING EXPENSES
                                                                                  ------------------  --------------------
<S>                                                                               <C>                 <C>
Hartford Growth and Income Fund.................................................          0.750%               0.900%
Hartford Global Leaders Fund....................................................          0.750%               0.950%
Hartford High Yield Fund........................................................          0.750%               0.900%
</TABLE>
    
 
                                       9
<PAGE>
EXAMPLE-DIRECTOR III
 
   
<TABLE>
<CAPTION>
                           If you surrender your Contract     If you annuitize your Contract     If you do not surrender your
                           at the end of the applicable       at the end of the applicable       Contract, you would pay the
                           time period, you would pay the     time period, you would pay the     following expenses on a $1,000
                           following expenses on a $1,000     following expenses on a $1,000     investment, assuming a 5%
                           investment, assuming a 5%          investment, assuming a 5%          annual return on assets:
                           annual return on assets:           annual return on assets:
 
 SUB-ACCOUNT               1 YEAR 3 YEARS 5 YEARS 10 YEARS    1 YEAR 3 YEARS 5 YEARS 10 YEARS    1 YEAR 3 YEARS 5 YEARS 10 YEARS
                           ------ ------- ------- --------    ------ ------- ------- --------    ------ ------- ------- --------
 <S>                       <C>    <C>     <C>     <C>         <C>    <C>     <C>     <C>         <C>    <C>     <C>     <C>
 Bond Fund................  $ 73   $ 116   $ 150    $ 217      $ 18   $  58   $ 100    $ 216      $ 19   $  58   $ 100    $ 217
 Stock Fund...............    72     114     147      210        18      56      96      210        18      56      97      210
 Money Market Fund........    72     114     146      209        18      55      96      209        18      56      96      209
 Advisers Fund............    74     120     156      230        20      61     106      229        20      62     106      230
 Capital Appreciation
   Fund...................    74     120     157      231        20      62     106      230        20      62     107      231
 Mortgage Securities
   Fund...................    72     114     147      210        18      56      96      210        18      56      97      210
 Index Fund...............    72     112     144      204        17      54      93      203        18      54      94      204
 International
   Opportunities Fund.....    75     124     164      245        21      66     113      244        21      66     114      245
 Dividend & Growth Fund...    75     121     159      235        20      63     108      234        21      63     109      235
 International Advisers
   Fund...................    76     127     169      255        22      69     118      254        22      69     119      255
 Midcap Fund..............    76     125     N/A      N/A        21      66     N/A      N/A        22      67     N/A      N/A
 Small Company Fund.......    75     124     164      245        21      66     113      244        21      66     114      244
 Growth and Income Fund...    71     120     N/A      N/A        16      61     N/A      N/A        17      62     N/A      N/A
 Global Leaders Fund......    71     122     N/A      N/A        17      63     N/A      N/A        17      64     N/A      N/A
 High Yield Fund..........    71     120     N/A      N/A        16      61     N/A      N/A        17      62     N/A      N/A
</TABLE>
    
 
    The purpose of this table is to assist the Contract Owner is 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.
 
                                       10
<PAGE>
                                   FEE TABLE
                                    SUMMARY
                                  DIRECTOR II
                      Contract Owner Transaction Expenses
                               (All Sub-Accounts)
 
<TABLE>
 <S>                                                                 <C>
 Sales Load Imposed on Purchases (as a percentage of premium
   payments).......................................................    None
 Exchange Fee......................................................  $    0
 Deferred Sales Load
   (as a percentage of amounts withdrawn)
   First Year and Second Year (1)..................................       5%
   Third Year......................................................       4%
   Fourth Year.....................................................       3%
   Fifth Year......................................................       2%
   Sixth Year......................................................       0%
 Annual Maintenance 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 Maintenance 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 Maintenance Fee has been reflected in the Examples by a method
    intended to show the "average" impact of the Annual Maintenance Fee on an
    investment in the Separate Account. In the Example, the Annual Maintenance
    Fee is approximated as a 0.05% annual asset charge based on the experience
    of the Contracts.
    
 
                         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..............................   0.515%     0.020%     0.535%
 Hartford Stock Fund.............................   0.455%     0.020%     0.475%
 Hartford Money Market Fund......................   0.450%     0.015%     0.465%
 Hartford Advisers Fund..........................   0.635%     0.020%     0.655%
 Hartford Capital Appreciation Fund..............   0.645%     0.020%     0.665%
 Hartford Mortgage Securities Fund...............   0.450%     0.025%     0.475%
 Hartford Index Fund.............................   0.400%     0.015%     0.415%
 Hartford International Opportunities Fund.......   0.705%     0.090%     0.795%
 Hartford Dividend & Growth Fund.................   0.685%     0.020%     0.705%
 Hartford International Advisers Fund............   0.775%     0.120%     0.895%
 Hartford MidCap Fund............................   0.775%     0.040%     0.815%
 Hartford Small Company Fund.....................   0.775%     0.020%     0.795%
 Hartford Growth and Income Fund (1).............   0.200%     0.150%     0.350%
 Hartford Global Leaders Fund (1)................   0.200%     0.200%     0.400%
 Hartford High Yield Fund (1)....................   0.200%     0.150%     0.350%
</TABLE>
    
 
- ---------
 
   
(1) Hartford Growth and Income Fund, Hartford Global Leaders Fund and Hartford
    High Yield Fund are new Funds. "Total Fund Operating Expenses" are based on
    annualized estimates of such expenses to be incurred in the current fiscal
    year. HL Investment Advisors, Inc. has agreed to waive its fees for these
    until the assets of the Funds (excluding assets contributed by companies
    affiliated with HL Investment Advisors, Inc.) reach $20 million. Absent this
    waiver, the "Management Fees" and "Total Fund Operating Expenses" would have
    been:
    
 
   
<TABLE>
<CAPTION>
                                                                                                           TOTAL FUND
                                                                                   MANAGEMENT FEES     OPERATING EXPENSES
                                                                                  ------------------  --------------------
<S>                                                                               <C>                 <C>
Hartford Growth and Income Fund.................................................          0.750%               0.900%
Hartford Global Leaders Fund....................................................          0.750%               0.950%
Hartford High Yield Fund........................................................          0.750%               0.900%
</TABLE>
    
 
                                       11
<PAGE>
EXAMPLE-DIRECTOR II
 
   
<TABLE>
<CAPTION>
                           If you surrender your Contract     If you annuitize your Contract     If you do not surrender your
                           at the end of the applicable       at the end of the applicable       Contract, you would pay the
                           time period, you would pay the     time period, you would pay the     following expenses on a $1,000
                           following expenses on a $1,000     following expenses on a $1,000     investment, assuming a 5%
                           investment, assuming a 5%          investment, assuming a 5%          annual return on assets:
                           annual return on assets:           annual return on assets:
 
 SUB-ACCOUNT               1 YEAR 3 YEARS 5 YEARS 10 YEARS    1 YEAR 3 YEARS 5 YEARS 10 YEARS    1 YEAR 3 YEARS 5 YEARS 10 YEARS
                           ------ ------- ------- --------    ------ ------- ------- --------    ------ ------- ------- --------
 <S>                       <C>    <C>     <C>     <C>         <C>    <C>     <C>     <C>         <C>    <C>     <C>     <C>
 Bond Fund................  $ 63   $  96   $ 120    $ 217      $ 18   $  58   $ 100    $ 216      $ 19   $  58   $ 100    $ 217
 Stock Fund...............    62      94     117      210        18      56      96      210        18      56      97      210
 Money Market Fund........    62      94     116      209        18      55      96      209        18      56      96      209
 Advisers Fund............    64     100     126      230        20      61     106      229        20      62     106      233
 Capital Appreciation
   Fund...................    64     100     127      231        20      62     106      230        20      62     107      231
 Mortgage Securities
   Fund...................    22      94     117      210        18      56      96      210        18      56      97      210
 Index Fund...............    62      92     114      204        17      54      93      203        18      54      94      204
 International
   Opportunities Fund.....    65     104     134      245        21      66     113      244        21      66     114      245
 Dividend & Growth Fund...    65     101     129      235        20      63     108      234        21      63     109      235
 International Advisers
   Fund...................    66     107     139      255        22      69     118      254        22      69     119      255
 Midcap Fund..............    66     105     N/A      N/A        21      66     N/A      N/A        22      67     N/A      N/A
 Small Company Fund.......    65     104     134      245        21      66     113      244        21      66     114      245
 Growth and Income Fund...    61     100     N/A      N/A        16      61     N/A      N/A        17      62     N/A      N/A
 Global Leaders Fund......    61     102     N/A      N/A        17      63     N/A      N/A        17      64     N/A      N/A
 High Yield Fund..........    61     100     N/A      N/A        16      61     N/A      N/A        17      62     N/A      N/A
</TABLE>
    
 
    The purpose of this table is to assist the Contract Owner is 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.
 
                                       12
<PAGE>
                                    SUMMARY
 
A. CONTRACTS OFFERED
 
   
    Individual and group tax-deferred Variable Annuity Contracts (see "Federal
Tax Considerations -- Taxation of Annuities in General," page 32). 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 22).
    
 
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 32, and
Appendix I, page 40.)
    
 
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 22.)
    
 
D. UNDERLYING INVESTMENTS FOR CONTRACTS
 
   
    Hartford Advisers Fund, Hartford Bond Fund, Hartford Capital Appreciation
Fund, Hartford Dividend and Growth Fund, Hartford Global Leaders Fund, Hartford
Growth and Income Fund, Hartford High Yield Fund, Hartford Index Fund, Hartford
International Advisers Fund, Hartford International Opportunities Fund, Hartford
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
 
    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
  27.)
    
 
    The length of time from receipt of a Premium Payment to the time of
  surrender determines the contingent deferred sales charge. For this purpose,
  Premium Payments will be deemed to be surrendered in the order in which they
  are received and all surrenders will be first from Premium Payments and then
  from other Contract Values. The charge is a percentage of the amount withdrawn
  (not to exceed the aggregate amount of the Premium Payments made) and equals:
 
<TABLE>
<CAPTION>
                LENGTH OF TIME FROM
                  PREMIUM PAYMENT
  CHARGE         (NUMBER OF YEARS)
- -----------  -------------------------
<S>          <C>
    7%                   1
    6%                   2
    5%                   3
    4%                   4
    3%                   5
    2%                   6
    1%                   7
    0%               8 or more
</TABLE>
 
                                       13
<PAGE>
   
    No contingent deferred sales charge will be assessed in the event of death
  of the Annuitant or Contract Owner, or upon the exercise of the withdrawal
  privilege or if Contract Values are applied to an Annuity option provided for
  under the Contract (except that a surrender out of an Annuity Option Four will
  be subject to a contingent deferred sales charge where applicable). (See "Is
  there ever a time when the sales charges do not apply?" commencing on page
  28.)
    
 
    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 28.)
    
 
    3. ANNUAL MAINTENANCE FEE
 
   
    The Contracts provide for an administrative charge in the amount of $25.00
  to be deducted from Contract Values each Contract Year (not applicable to
  Contracts with Account Values of $50,000 or more). (See "Are there any
  administrative charges?" commencing on page 29.)
    
 
    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 29.)
    
 
    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 30.)
    
 
    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 24.)
    
 
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
23.)
    
 
H. ANNUITY OPTIONS
 
   
    The Annuity Commencement Date may not be deferred beyond the Annuitant's
90th birthday, except in certain states, where the Annuitant's Commencement Date
may not be deferred beyond the Annuitant's 85th birthday. If a Contract Owner
does not elect otherwise, the Contract Value (less applicable Premium Taxes)
will be applied on the Annuity Commencement Date under the second option to
provide a life annuity with 120 monthly payments certain. (See "What are my
Annuity benefits?" commencing on page 25.)
    
 
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 37.)
    
 
                                       14
<PAGE>
                            ACCUMULATION UNIT VALUES
          (FOR AN ACCUMULATION UNIT OUTSTANDING THROUGHOUT THE PERIOD)
 
   
    The following information has been derived from the audited financial
statements of the separate account, which have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their reports with respect
thereto, and should be read in conjunction with those statements, which are
included in the Statement of Additional Information, which is incorporated by
reference in this registration statement. There is no information regarding the
Growth and Income Fund, Global Leaders Fund and High Yield Fund Sub-Accounts
because as of December 31, 1997, the Sub-Accounts had not commenced operations.
    
 
   
<TABLE>
<CAPTION>
                                                     YEAR ENDED DECEMBER 31,
                                          ----------------------------------------------
                                            1997      1996      1995     1994     1993
                                          --------  --------  --------  -------  -------
 BOND FUND SUB-ACCOUNT (INCEPTION AUGUST
   1, 1986)
 <S>                                      <C>       <C>       <C>       <C>      <C>
 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 vat 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
 
</TABLE>
    
 
                                       15
<PAGE>
 
   
<TABLE>
<CAPTION>
                                                     YEAR ENDED DECEMBER 31,
                                          ----------------------------------------------
                                            1997      1996      1995     1994     1993
                                          --------  --------  --------  -------  -------
 INDEX FUND SUB-ACCOUNT (INCEPTION MAY 1,
   1987)
 <S>                                      <C>       <C>       <C>       <C>      <C>
 Accumulation unit value at beginning of
  period................................. $  2.845  $  2.359  $  1.750  $ 1.755  $ 1.629
 Accumulation unit value at end of
  period................................. $  3.726  $  2.845  $  2.359  $ 1.750  $ 1.755
 Number accumulation units outstanding at
  end of period (in thousands)...........  117,372    77,074    32,779   12,030    7,491
 INTERNATIONAL OPPORTUNITIES FUND
   SUB-ACCOUNT (INCEPTION JULY 2, 1990)
 Accumulation unit value at beginning of
  period................................. $  1.482  $  1.329  $  1.181  $ 1.220  $ 0.924
 Accumulation unit value at end of
  period................................. $  1.469  $  1.482  $  1.329  $ 1.181  $ 1.220
 Number accumulation units outstanding at
  end of period (in thousands)...........  396,430   326,954   222,606  175,763   66,084
 DIVIDEND & GROWTH FUND SUB-ACCOUNT
   (INCEPTION MARCH 8, 1994)
 Accumulation unit value at beginning of
  period................................. $  1.650  $  1.359  $  1.009  $ 1.000    --
 Accumulation unit value at end of
  period................................. $  2.149  $  1.650  $  1.359  $ 1.009    --
 Number accumulation units outstanding at
  end of period (in thousands)...........  541,076   301,767   101,085   21,973    --
 INTERNATIONAL ADVISERS FUND SUB-ACCOUNT
   (INCEPTION MARCH 1, 1995)
 Accumulation unit value at beginning of
  period................................. $  1.266  $  1.146  $  1.000    --       --
 Accumulation unit value at end of
  period................................. $  1.319  $  1.266  $  1.146    --       --
 Number accumulation units outstanding at
  end of period (in thousands)...........  109,735    56,743    10,717    --       --
 SMALL COMPANY FUND SUB-ACCOUNT
   (INCEPTION AUGUST 9, 1996)
 Accumulation unit value at beginning of
  period................................. $  1.066  $  1.000     --       --       --
 Accumulation unit value at end of
  period................................. $  1.247  $  1.066     --       --       --
 Number accumulation units outstanding at
  end of period (in thousands)...........  108,104    24,397     --       --       --
 MIDCAP FUND SUB-ACCOUNT (INCEPTION JULY
   15, 1997)
 Accumulation unit value at beginning of
  period................................. $  1.000     --        --       --       --
 Accumulation unit value at end of
  period................................. $  1.097     --        --       --       --
 Number accumulation units outstanding at
  end of period (in thousands)...........   13,437     --        --       --       --
</TABLE>
    
 
                                       16
<PAGE>
                        PERFORMANCE RELATED INFORMATION
 
    The Separate Account may advertise certain performance related information
concerning its Sub-Accounts. Performance information about a Sub-Account is
based on the Sub-Account's past performance only and is no indication of future
performance.
 
   
    The Advisers Fund, Bond Fund, Capital Appreciation Fund, Dividend and Growth
Fund, Global Leaders Fund, Growth and Income Fund, High Yield Fund, Index Fund,
International Advisers Fund, International Opportunities Fund, MidCap Fund,
Mortgage Securities Fund, Small Company Fund, Stock Fund, and Money Market Fund
Sub-Accounts may include total return in advertisements or other sales material.
    
 
    When a Sub-Account advertises its standardized total return, it will usually
be calculated for one year, five years, and ten years or some other relevant
periods if the Sub-Account has not been in existence for at least ten years.
Total return is measured by comparing the value of an investment in the
Sub-Account at the beginning of the relevant period to the value of the
investment at the end of the period (assuming the deduction of any contingent
deferred sales charge which would be payable if the investment were redeemed at
the end of the period).
 
    In addition to the standardized total return, the Sub-Account may advertise
a non-standardized total return. This figure will usually be calculated for one
year, five years, and ten years or other periods. Non-standardized total return
is measured in the same manner as the standardized total return described above,
except that the contingent deferred sales charge and the Annual Maintenance Fee
are not deducted. Therefore, non-standardized total return for a Sub-Account is
higher than standardized total return for a Sub-Account.
 
   
    The Bond Fund, High Yield Fund and Mortgage Securities Fund Sub-Accounts may
advertise yield in addition to total return. The yield will be computed in the
following manner: The net investment income per unit earned during a recent one
month period is divided by the unit value on the last day of the period. This
figure reflects the recurring charges at the Separate Account level including
the Annual Maintenance Fee.
    
 
    The Money Market Fund Sub-Account may advertise yield and effective yield.
The yield of a Sub-Account is based upon the income earned by the Sub-Account
over a seven-day period and then annualized, i.e. the income earned in the
period is assumed to be earned every seven days over a 52-week period and stated
as a percentage of the investment. Effective yield is calculated similarly but
when annualized, the income earned by the investment is assumed to be reinvested
in Sub-Account units and thus compounded in the course of a 52-week period.
Yield and effective yield reflect the recurring charges at the Separate Account
level including the Annual Maintenance Fee.
 
    The Separate Account may also disclose yield, standard total return, and
non-standard total return for periods prior to the date the Separate Account
commenced operations. For periods prior to the date the Separate Account
commenced operations, performance information for the Sub-Accounts will be
calculated based on the performance of the underlying Funds and the assumption
that the Sub-Accounts were in existence for the same periods as those of the
underlying Funds, with a level of charges equal to those currently assessed
against the Sub-Accounts.
 
    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.
 
                                       17
<PAGE>
                                  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 3, 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
"Charges Under the Contracts," page 27, 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
 
                                       18
<PAGE>
or other federal or state laws relating to retirement annuities or annuity
Contracts; or (iii) is necessary to reflect a change in the operation of the
Separate Account or the Sub-Account(s) or (iv) provides additional Separate
Account options or (v) withdraws Separate Account options. In the event of any
such modification Hartford will provide notice to the Contract Owner or to the
payee(s) during the Annuity period. Hartford may also make appropriate
endorsement in the Contract to reflect such modification.
 
WHO CAN BUY THESE CONTRACTS?
 
    The individual and group Variable Annuity Contracts offered under this
Prospectus may be purchased by any individual or by a trustee or custodian for a
retirement plan qualified under Sections 401(a) or 403(a) of the Code; annuity
purchase plans adopted by public school systems and certain tax-exempt
organizations according to Section 403(b) of the Code; Individual Retirement
Annuities adopted according to Section 408 of the Code; employee pension plans
established for employees by a state, a political subdivision of a state, or an
agency or instrumentality of either a state or a political subdivision of a
state, and certain eligible deferred compensation plans as defined in Section
457 of the Code ("Qualified Contracts").
 
WHAT IS THE SEPARATE ACCOUNT AND HOW DOES IT OPERATE?
 
    The Separate Account was established on May 20, 1991, in accordance with
authorization by the Board of Directors of Hartford. It is the Separate Account
in which Hartford sets aside and invests the assets attributable to variable
annuity Contracts, including the Contracts sold under this Prospectus. Although
the Separate Account is an integral part of Hartford, it is registered as a unit
investment trust under the Investment Company Act of 1940. This registration
does not, however, involve Commission supervision of the management or the
investment practices or policies of the Separate Account or Hartford. The
Separate Account meets the definition of "separate account" under federal
securities law.
 
    Under Connecticut law, the assets of the Separate Account attributable to
the Contracts offered under this Prospectus are held for the benefit of the
owners of, and the persons entitled to payments under, those Contracts. Income,
gains, and losses, whether or not realized, from assets allocated to the
Separate Account, are, in accordance with the Contracts, credited to or charged
against the Separate Account. Also, the assets in the Separate Account are not
chargeable with liabilities arising out of any other business Hartford may
conduct. So, Contract Values allocated to the Sub-Accounts will not be affected
by the rate of return of Hartford's General Account, nor by the investment
performance of any of Hartford's other separate accounts. However, all
obligations arising under the Contracts are general corporate obligations of
Hartford.
 
    Your investment in the Separate Account is allocated to one or more
Sub-Accounts as per your specifications. Each Sub-Account is invested
exclusively in the assets of one underlying Fund. Net Premium Payments and
proceeds of transfers between Sub-Accounts are applied to purchase shares in the
appropriate Fund at net asset value determined as of the end of the Valuation
Period during which the payments were received or the transfer made. All
distributions from the Fund are reinvested at net asset value. The value of your
investment will therefore vary in accordance with the net income and fluctuation
in the individual investments within the underlying Fund portfolio or
portfolios. During the Variable Annuity payout period, both your Annuity
payments and reserve values will vary in accordance with these factors.
 
    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.
 
                                       19
<PAGE>
WHAT IS THE FIXED ACCOUNT AND HOW DOES IT OPERATE?
 
    THAT PORTION OF THE CONTRACT RELATING TO THE FIXED ACCOUNT IS NOT REGISTERED
UNDER THE SECURITIES ACT OF 1933 ("1933 ACT") AND THE FIXED ACCOUNT IS NOT
REGISTERED AS AN INVESTMENT COMPANY UNDER THE INVESTMENT COMPANY ACT OF 1940
("1940 ACT"). ACCORDINGLY, NEITHER THE FIXED ACCOUNT NOR ANY INTERESTS THEREIN
ARE SUBJECT TO THE PROVISIONS OR RESTRICTIONS OF THE 1933 ACT OR THE 1940 ACT,
AND THE DISCLOSURE REGARDING THE FIXED ACCOUNT HAS NOT BEEN REVIEWED BY THE
STAFF OF THE SECURITIES AND EXCHANGE COMMISSION. THE FOLLOWING DISCLOSURE ABOUT
THE FIXED ACCOUNT MAY BE SUBJECT TO CERTAIN GENERALLY APPLICABLE PROVISIONS OF
THE FEDERAL SECURITIES LAWS REGARDING THE ACCURACY AND COMPLETENESS OF
DISCLOSURE.
 
    Premium Payments and Contract Values allocated to the Fixed Account become a
part of the general assets of Hartford. Hartford invests the assets of the
General Account in accordance with applicable law governing the investments of
Insurance Company General Accounts.
 
   
    Currently, Hartford guarantees that it will credit interest at a rate of not
less than 3% per year, compounded annually, to amounts allocated to the Fixed
Account under the 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. Hartford will publish periodically the Fixed Account
interest rates that are currently in effect. There is no specific formula for
the determination of excess interest credits. Some of the factors that Hartford
may consider in determining whether to credit excess interest to amounts
allocated to the Fixed Account and the amount thereof, are general economic
trends, rates of return currently available and anticipated on Hartford's
investments, regulatory and tax requirements and competitive factors. Hartford
will account for any deductions, surrenders, or transfers from the Fixed Account
on a "first-in, first-out" basis. ANY INTEREST CREDITED TO AMOUNTS ALLOCATED TO
THE FIXED ACCOUNT IN EXCESS OF 3% PER YEAR WILL BE DETERMINED IN THE SOLE
DISCRETION OF HARTFORD. THE OWNER ASSUMES THE RISK THAT INTEREST CREDITED TO
FIXED ACCOUNT ALLOCATIONS MAY NOT EXCEED THE MINIMUM GUARANTEE OF 3% FOR ANY
GIVEN YEAR.
    
 
   
    From time to time, Hartford may credit increased interest rates to Contract
Owners under certain programs established at the discretion of Hartford.
Contract Owners may enroll in a special pre-authorized transfer program known as
Hartford's Dollar Cost Averaging Bonus Program (the "Program"). Under this
Program, Contract Owners who enroll may allocate a minimum of $5,000 of their
Premium Payment into the Program (Hartford may allow a lower minimum Premium
Payment for qualified plan transfers or rollovers, including IRAs) and
pre-authorize transfers to any of the Sub-Accounts under either the 6 Month
Transfer Program or 12 Month Transfer Program. The 6 Month Transfer Program and
the 12 Month Transfer Program will generally have different credited interest
rates. Under the 6 Month Transfer Program, the interest rate can accrue up to 6
months and all Premium Payments and accrued interest must be transferred to the
selected Sub-Accounts in 3 to 6 months. Under the 12 Month Transfer Program, the
interest rate can accrue up to 12 months and all Premium Payments and accrued
interest must be transferred to the selected Sub-Accounts in 7 to 12 months.
This will be accomplished by monthly transfers for the period selected and a
final transfer of the entire amount remaining in the Program.
    
 
   
    For Contract Owners who purchase their Contract in the state of New York,
only the 12 Month Transfer Program is currently available. That Program has been
extended for New York Contract Owners to allow Premium Payments and accrued
interest to be transferred from the Program to the selected Sub-Accounts over 3
to 12 months.
    
 
   
    The pre-authorized transfers will begin within 15 days after the initial
Program Premium Payment and complete enrollment instructions are received by
Hartford. If complete Program enrollment instructions are not received by
Hartford within 15 days of receipt of the initial Program Premium Payment, the
Program will be voided and the entire balance in the Program will be credited
with the non-Program interest rate then in effect for the Fixed Account.
    
 
   
    Any subsequent Premium Payments received by Hartford within the Program
period selected will be allocated to the Sub-Accounts over the remainder of that
Program transfer period, unless otherwise directed by the Contract Owner.
    
 
   
    A Contract Owner may only have one dollar cost averaging program in place at
one time, this means one standard dollar cost averaging plan or one Dollar Cost
Averaging Bonus Program.
    
 
                                       20
<PAGE>
   
    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.
 
    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
 
                                       21
<PAGE>
any interest rate is renewed at a rate of at least one percentage point less
than the previous rate, the Contract Owner may elect to transfer up to 100% of
the funds receiving the reduced rate within 60 days of notification of the
interest rate decrease. Generally, transfers may not be made from any
Sub-Account into the Fixed Account for the six-month period following any
transfer from the Fixed Account into one or more of the Sub-Accounts. Hartford
reserves the right to modify the limitations on transfers from the Fixed Account
and to defer transfers from the Fixed Account for up to six months from the date
of request.
 
                           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
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 32.)
    
 
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
 
                                       22
<PAGE>
interest credited. You will be advised at least semiannually of the number of
Accumulation Units credited to each Sub-Account, the current Accumulation Unit
values, the Fixed Account value, and the total value of your Contract.
 
HOW IS THE ACCUMULATION UNIT VALUE DETERMINED?
 
    The Accumulation Unit value for each Sub-Account will vary to reflect the
investment experience of the applicable Fund and will be determined on each
Valuation Day by multiplying the Accumulation Unit value of the particular
Sub-Account on the preceding Valuation Day by a "Net Investment Factor" for that
Sub-Account for the Valuation Period then ended. The "Net Investment Factor" for
each of the Sub-Accounts is equal to the net asset value per share of the
corresponding Fund at the end of the Valuation Period (plus the per share amount
of any dividends or capital gains distributed by that Fund if the ex-dividend
date occurs in the Valuation Period then ended) divided by the net asset value
per share of the corresponding Fund at the beginning of the Valuation Period.
You should refer to the prospectus for each of the Funds which accompanies this
Prospectus for a description of how the assets of each Fund are valued since
each determination has a direct bearing on the Accumulation Unit value of the
Sub-Account and therefore the value of a Contract. The Accumulation Unit Value
is affected by the performance of the underlying Fund(s), expenses and deduction
of the charges described in this Prospectus.
 
HOW ARE THE UNDERLYING FUND SHARES VALUED?
 
    The shares of the Fund are valued at net asset value on each Valuation Day.
A complete description of the valuation method used in valuing Fund shares may
be found in the accompanying prospectus for the Funds.
 
HOW IS THE VALUE OF THE FIXED ACCOUNT DETERMINED?
 
    Hartford will determine the value of the Fixed Account by crediting interest
to amounts allocated to the Fixed Account. The minimum Fixed Account interest
rate is 3%, compounded annually. Hartford may credit a lower minimum interest
rate according to state law. Hartford, also, may credit interest at rates
greater than the minimum Fixed Account interest rate.
 
                              PAYMENT OF BENEFITS
 
WHAT WOULD MY BENEFICIARY RECEIVE AS A DEATH BENEFIT?
 
    The Contracts provide that in the event the Annuitant dies before the
selected Annuity Commencement Date, the Contingent Annuitant will become the
Annuitant. If the Annuitant dies before the Annuity Commencement Date and either
(a) there is no designated Contingent Annuitant, (b) the Contingent Annuitant
predeceases the Annuitant, or (c) if any Contract Owner dies before the Annuity
Commencement Date, the Beneficiary as determined under the Contract Control
Provisions, will receive the Minimum Death Benefit as determined on the date of
receipt of due proof of death by Hartford at its Home Office. With regard to
Joint Contract Owners, at the first death of a joint Contract Owner prior to the
Annuity Commencement Date, the Beneficiary will be the surviving Contract Owner
notwithstanding that the beneficiary designation may be different.
 
    However, if, upon death prior to the Annuity Commencement Date, the
Annuitant or Contract Owner, as applicable, had not attained his 85th birthday,
the Beneficiary will receive the greater of (a) the Contract Value determined as
of the day written proof of death of such person is received by Hartford, or (b)
100% of the total Premium Payments made to such Contract, reduced by any prior
surrenders, or (c) the Contract Value on the Specified Contract Anniversary
immediately preceding the date of death, increased by the dollar amount of any
Premium Payments made and reduced by the dollar amount of any partial
terminations since the immediately preceding Specified Contract Anniversary.
 
    If the deceased, the Annuitant or Contract Owner, as applicable, had
attained age 85, then the Death Benefit will equal the Contract Value.
 
   
    The calculated Death Benefit will remain invested in the Separate Account in
accordance with the last allocation instructions given by the Contract Owner
until the proceeds are paid or Hartford receives new settlement instructions
from the Beneficiary. During the time period between Hartford's receipt of
written notification of Due Proof of Death and Hartford's receipt of the
complete settlement instructions, the calculated Death Benefit will remain
invested in the Sub-Account(s) previously elected by the Contract Owner and will
be
    
 
                                       23
<PAGE>
   
subject to market fluctuations. 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 27.
    
 
HOW CAN A CONTRACT BE REDEEMED OR SURRENDERED?
 
    At any time prior to the Annuity Commencement Date, you have the right,
subject to any IRS provisions applicable thereto, to surrender the value of the
Contract in whole or in part.
 
    FULL SURRENDERS -- At any time prior to the Annuity Commencement Date (and
after the Annuity Commencement Date with respect to values applied to Option 4),
the Contract Owner has the right to terminate the Contract. In such event, the
Termination Value of the Contract may be taken in the form of a lump sum cash
settlement.
 
    The Termination Value of the Contract is equal to the Contract Value less
any applicable Premium Taxes, the Annual Maintenance Fee and any applicable
contingent deferred sales charges. The Termination Value may be more or less
than the amount of the Premium Payments made to a Contract.
 
    PARTIAL SURRENDERS -- The Contract Owner may make a partial surrender of
Contract Values at any time prior to the Annuity Commencement Date so long as
the amount surrendered is at least equal to the minimum amount rules then in
effect. Additionally, if the remaining Contract Value following a surrender is
less than $1,000, 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.).
 
                                       24
<PAGE>
    Hartford may modify, suspend, or terminate telephone transaction privileges
at any time.
 
    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 32.)
    
 
   
    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
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 27).
    
 
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
 
                                       25
<PAGE>
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 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.
 
    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.
 
                                       26
<PAGE>
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 22) for the day for which the Annuity Unit
value is being calculated, and (2) a factor to neutralize the assumed investment
rate of 4.00% per annum discussed below.
    
 
    When Annuity payments are to commence, the value of the Contract is
determined as the sum of the value of the Fixed Account no earlier than the
close of business on the fifth Valuation Day preceding the date the first
Annuity payment is due plus the product of the value of the Accumulation Unit of
each Sub-Account on that same day, and the number of Accumulation Units credited
to each Sub-Account as of the date the Annuity is to commence.
 
    The Contract contains tables indicating the minimum dollar amount of the
first monthly payment under the optional forms of Annuity for each $1,000 of
value of a Sub-Account under a Contract. The first monthly payment varies
according to the form and type of Annuity selected. The Contract contains
Annuity tables derived from the 1983a Individual Annuity Mortality Table with
ages set back one year and with an assumed investment rate ("A.I.R.") of 4% per
annum. The total first monthly Variable Annuity payment is determined by
multiplying the value (expressed in thousands of dollars) of a Sub-Account (less
any applicable Premium Taxes) by the amount of the first monthly payment per
$1,000 of value obtained from the tables in the Contracts.
 
    Fixed Account Annuity payments are determined at annuitization by
multiplying the values allocated to the Fixed Account (less applicable Premium
Taxes) by a rate to be determined by 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 28 below under the sub-heading
    
 
                                       27
<PAGE>
"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 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>
           LENGTH OF TIME FROM
             PREMIUM PAYMENT
 CHARGE     (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 28.)
    
 
    In the case of a redemption in which you request a certain dollar amount be
withdrawn, the sales charge is deducted from the amount withdrawn and the
balance is paid to you. Example: You request a total withdrawal of $1,000 and
the applicable sales load is 5%. Your Sub-Account(s) and/or the Fixed Account
will be reduced by $1,000 and you will receive $950 (i.e., the $1,000 total
withdrawal less the 5% sales charge). This is the method applicable on a full
surrender of your Contract. In the case of a partial redemption in which you
request to receive a specified amount, the sales charge will be calculated on
the total amount that must be withdrawn from your Sub-Account(s) and/or the
Fixed Account in order to provide you with the amount requested. Example: You
request to receive $1,000 and the applicable sales charge is 5%. Your Sub-
Account(s) and/or the Fixed Account will be reduced by $1,052.63 (i.e., a total
withdrawal of $1,052.63 which results in a $52.63 sales charge ($1,052.63 x 5%)
and a net amount paid to you of $1,000 as requested).
 
IS THERE EVER A TIME WHEN THE SALES CHARGES DO NOT APPLY?
 
    Yes. During any Contract Year, on a non-cumulative basis, a Contract Owner
may make a partial surrender of Contract Values of up to 10% of the aggregate
Premium Payments made to the Contract (as determined on the date of the
requested withdrawal) without the application of the contingent deferred sales
charge described above (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.
 
                                       28
<PAGE>
    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?
 
    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.
 
                                       29
<PAGE>
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>
                              EFFECTIVE DATE
RATING AGENCY                   OF RATING      RATING            BASIS OF RATING
- ----------------------------  --------------  ---------  -------------------------------
<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 Global Leaders Fund, Hartford Growth and Income Fund,
Hartford International Advisers Fund, Hartford International Opportunities Fund,
Hartford MidCap Fund, Hartford Small Company Fund and Hartford Stock Fund.
    
 
   
    In addition, HL Advisors has entered into an investment services agreement
with The Hartford Investment Management Company ("HIMCO"), pursuant to which
HIMCO will provide certain investment services to Hartford Bond Fund, Hartford
High Yield Fund, Hartford Index Fund, Hartford Mortgage Securities Fund and
Hartford Money Market Fund.
    
 
                                       30
<PAGE>
    A full description of the Funds, their investment policies and restrictions,
risks, charges and expenses and all other aspects of their operation is
contained in the accompanying Funds' prospectus, which should be read in
conjunction with this Prospectus before investing, and in the Funds' Statement
of Additional Information which may be ordered from 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 below investment grade are commonly
referred to as "high yield-high risk securities" or "junk bonds." For more
information concerning the risks associated with investing in such securities,
please refer to the section in the accompanying prospectus for the Funds
entitled "Hartford Bond Fund, Inc. -- Investment Policies."
 
  HARTFORD CAPITAL APPRECIATION FUND
 
    Seeks growth of capital by investing in equity securities selected solely on
the basis of potential for capital appreciation.
 
  HARTFORD DIVIDEND AND GROWTH FUND
 
    Seeks a high level of current income consistent with growth of capital and
reasonable investment risk.
 
   
  HARTFORD GLOBAL LEADERS FUND
    
 
   
    Seeks growth of capital by investing primarily in equity securities issued
by U.S. companies and non-U.S. companies.*
    
 
  HARTFORD GROWTH AND INCOME FUND
 
    Seeks growth of capital and current income by investing primarily in equity
securities with earnings growth potential and steady or rising dividends.
 
   
  HARTFORD HIGH YIELD FUND
    
 
   
    Seeks current high income by investing in non-investment grade fixed income
securities. Growth of capital is a secondary objective.*
    
 
  HARTFORD INDEX FUND
 
    Seeks to provide investment results which approximate the price and yield
performance of publicly-traded common stocks in the aggregate, as represented by
the Standard & Poor's 500 Composite Stock Price Index.*
 
* "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.
 
                                       31
<PAGE>
  HARTFORD INTERNATIONAL ADVISERS FUND
 
    Seeks maximum long-term total return consistent with prudent investment risk
by investing in a portfolio of equity, debt and money market securities.
Securities in which the Fund invests primarily will be denominated in non-U.S.
currencies and will be traded in non-U.S. markets.
 
  HARTFORD INTERNATIONAL OPPORTUNITIES FUND
 
    Seeks growth of capital by investing primarily in equity securities issued
by non-U.S. companies.
 
  HARTFORD MIDCAP FUND
 
    Seeks to achieve long-term capital growth through capital appreciation by
investing primarily in equity securities.
 
  HARTFORD MORTGAGE SECURITIES FUND
 
    Seeks maximum current income consistent with safety of principal and
maintenance of liquidity by investing primarily in mortgage-related securities,
including securities issued by the Government National Mortgage Association.
 
  HARTFORD SMALL COMPANY FUND
 
    Seeks growth of capital by investing primarily in equity securities selected
on the basis of potential for capital appreciation.
 
  HARTFORD STOCK FUND
 
    Seeks long-term growth by investing primarily in equity securities.
 
  HARTFORD MONEY MARKET FUND
 
    Seeks maximum current income consistent with liquidity and preservation of
capital.
 
    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.
 
                           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
 
                                       32
<PAGE>
   
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 40, 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 13). As a result, such investment income and realized capital gains are
automatically applied to increase reserves under the Contract.
    
 
    No taxes are due on interest, dividends and short-term or long-term capital
gains earned by the Separate Account with respect to Qualified or Non-Qualified
Contracts.
 
C. TAXATION OF ANNUITIES -- GENERAL PROVISIONS AFFECTING PURCHASERS OTHER THAN
   QUALIFIED RETIREMENT PLANS
 
    Section 72 of the Code governs the taxation of annuities in general.
 
  1. NON-NATURAL PERSONS, CORPORATIONS, ETC.
 
    Section 72 contains provisions for Contract Owners which are non-natural
  persons. Non-natural persons include corporations, trusts, limited liability
  companies and partnerships. The annual net increase in the value of the
  Contract is currently includable in the gross income of a non-natural person,
  unless the non-natural person holds the Contract as an agent for a natural
  person. There are additional exceptions from current inclusion for (i) certain
  annuities held by structured settlement companies, (ii) certain annuities held
  by an employer with respect to a terminated qualified retirement plan and
  (iii) certain immediate annuities. A non-natural person which is a tax-exempt
  entity for federal tax purposes will not be subject to income tax as a result
  of this provision.
 
    If the Contract Owner is not an individual, the primary Annuitant shall be
  treated as the Contract Owner for purposes of making distributions which are
  required to be made upon the death of the Contract Owner. If there is a change
  in the primary Annuitant, such change shall be treated as the death of the
  Contract Owner.
 
  2. OTHER 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
 
                                       33
<PAGE>
           the contract." If at the time that any amount is received or deemed
           received there is no "income on the contract" (e.g., because the
           gross value of the Contract does not exceed the "investment in the
           contract" and no aggregation rule applies), then such amount received
           or deemed received will not be includable in gross income, and will
           simply reduce the "investment in the contract."
 
       iv.  The receipt of any amount as a loan under the Contract or the
           assignment or pledge of any portion of the value of the Contract
           shall be treated as an amount received for purposes of this
           subparagraph a. and the next subparagraph b.
 
       v.  In general, the transfer of the Contract, without full and adequate
           consideration, will be treated as an amount received for purposes of
           this subparagraph a. and the next subparagraph b. This transfer rule
           does not apply, however, to certain transfers of property between
           spouses or incident to divorce.
 
    b.  DISTRIBUTIONS AFTER ANNUITY COMMENCEMENT DATE
 
      Annuity payments made periodically after the Annuity Commencement Date are
    includable in gross income to the extent the payments exceed the amount
    determined by the application of the ratio of the "investment in the
    contract" to the total amount of the payments to be made after the Annuity
    Commencement Date (the "exclusion ratio").
 
       i.   When the total of amounts excluded from income by application of the
           exclusion ratio is equal to the investment in the contract as of the
           Annuity Commencement Date, any additional payments (including
           surrenders) will be entirely includable in gross income.
 
       ii.  If the annuity payments cease by reason of the death of the
           Annuitant and, as of the date of death, the amount of annuity
           payments excluded from gross income by the exclusion ratio does not
           exceed the investment in the contract as of the Annuity Commencement
           Date, then the remaining portion of unrecovered investment shall be
           allowed as a deduction for the last taxable year of the Annuitant.
 
       iii.  Generally, nonperiodic amounts received or deemed received after
           the Annuity Commencement Date are not entitled to any exclusion ratio
           and shall be fully includable in gross income. However, upon a full
           surrender after such date, only the excess of the amount received
           (after any surrender charge) over the remaining "investment in the
           contract" shall be includable in gross income (except to the extent
           that the aggregation rule referred to in the next subparagraph c. may
           apply).
 
    c.  AGGREGATION OF TWO OR MORE ANNUITY CONTRACTS
 
      Contracts issued after October 21, 1988 by the same insurer (or affiliated
    insurer) to the same Contract Owner within the same calendar year (other
    than certain contracts held in connection with a tax-qualified retirement
    arrangement) will be treated as one annuity Contract for the purpose of
    determining the taxation of distributions prior to the Annuity Commencement
    Date. An annuity contract received in a tax-free exchange for another
    annuity contract or life insurance contract may be treated as a new Contract
    for this purpose. Hartford believes that for any annuity subject to such
    aggregation, the values under the Contracts and the investment in the
    contracts will be added together to determine the taxation under
    subparagraph 2.a., above, of amounts received or deemed received prior to
    the Annuity Commencement Date. Withdrawals will first be treated as
    withdrawals of income until all of the income from all such Contracts is
    withdrawn. As of the date of this Prospectus, there are no regulations
    interpreting this provision.
 
    d.  10% PENALTY TAX -- APPLICABLE TO CERTAIN WITHDRAWALS AND ANNUITY
       PAYMENTS
 
       i.   If any amount is received or deemed received on the Contract (before
           or after the Annuity Commencement Date), the Code applies a penalty
           tax equal to ten percent of the portion of the amount includable in
           gross income, unless an exception applies.
 
       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.
 
                                       34
<PAGE>
           2.  Distributions made on or after the death of the holder or where
              the holder is not an individual, the death of the primary
              annuitant.
 
           3.  Distributions attributable to a recipient's becoming disabled.
 
           4.  A distribution that is part of a scheduled series of
              substantially equal periodic payments for the life (or life
              expectancy) of the recipient (or the joint lives or life
              expectancies of the recipient and the recipient's Beneficiary).
 
           5.  Distributions of amounts which are allocable to the "investment
              in the contract" prior to August 14, 1982 (see next subparagraph
              e.).
 
    e.  SPECIAL PROVISIONS AFFECTING CONTRACTS OBTAINED THROUGH A TAX-FREE
       EXCHANGE OF OTHER ANNUITY OR LIFE INSURANCE CONTRACTS PURCHASED PRIOR TO
       AUGUST 14, 1982
 
      If the Contract was obtained by a tax-free exchange of a life insurance or
    annuity Contract purchased prior to August 14, 1982, then any amount
    received or deemed received prior to the Annuity Commencement Date shall be
    deemed to come (1) first from the amount of the "investment in the contract"
    prior to August 14, 1982 ("pre-8/14/82 investment") carried over from the
    prior Contract, (2) then from the portion of the "income on the contract"
    (carried over to, as well as accumulating in, the successor Contract) that
    is attributable to such pre-8/14/82 investment, (3) then from the remaining
    "income on the contract" and (4) last from the remaining "investment in the
    contract." As a result, to the extent that such amount received or deemed
    received does not exceed such pre-8/14/82 investment, such amount is not
    includable in gross income., In addition, to the extent that such amount
    received or deemed received does not exceed the sum of (a) such pre-8/14/82
    investment and (b) the "income on the contract" attributable thereto, such
    amount is not subject to the 10% penalty tax. In all other respects, amounts
    received or deemed received from such post-exchange Contracts are generally
    subject to the rules described in this subparagraph 3.
 
    f.  REQUIRED DISTRIBUTIONS
 
       i.   Death of Contract Owner or Primary Annuitant
 
           Subject to the alternative election or spouse beneficiary provisions
           in ii or iii below:
 
           1.  If any Contract Owner dies on or after the Annuity Commencement
              Date and before the entire interest in the Contract has been
              distributed, the remaining portion of such interest shall be
              distributed at least as rapidly as under the method of
              distribution being used as of the date of such death;
 
           2.  If any Contract Owner dies before the Annuity Commencement Date,
              the entire interest in the Contract will be distributed within 5
              years after such death; and
 
           3.  If the Contract Owner is not an individual, then for purposes of
              1. or 2. above, the primary annuitant under the Contract shall be
              treated as the Contract Owner, and any change in the primary
              annuitant shall be treated as the death of the Contract Owner. The
              primary annuitant is the individual, the events in the life of
              whom are of primary importance in affecting the timing or amount
              of the payout under the Contract.
 
       ii.  Alternative Election to Satisfy Distribution Requirements
 
          If any portion of the interest of a Contract Owner described in i.
           above is payable to or for the benefit of a designated beneficiary,
           such beneficiary may elect to have the portion distributed over a
           period that does not extend beyond the life or life expectancy of the
           beneficiary. The election and payments must begin within a year of
           the death.
 
       iii.  Spouse Beneficiary
 
          If any portion of the interest of a Contract Owner is payable to or
           for the benefit of his or her spouse, and the Annuitant or Contingent
           Annuitant is living, such spouse shall be treated as the Contract
           Owner of such portion for purposes of section i. above.
 
                                       35
<PAGE>
  3. DIVERSIFICATION REQUIREMENTS
 
    Section 817 of the Code provides that a variable annuity contract will not
  be treated as an annuity contract for any period during which the investments
  made by the separate account or underlying fund are not adequately diversified
  in accordance with regulations prescribed by the Treasury Department. If a
  Contract is not treated as an annuity contract, the Contract Owner will be
  subject to income tax on the annual increases in cash value.
 
    The Treasury Department has issued diversification regulations which
  generally require, among other things, that no more than 55% of the value of
  the total assets of the segregated asset account underlying a variable
  contract is represented by any one investment, no more than 70% is represented
  by any two investments, no more than 80% is represented by any three
  investments, and no more than 90% is represented by any four investments. In
  determining whether the diversification standards are met, all securities of
  the same issuer, all interests in the same real property project, and all
  interests in the same commodity are each treated as a single investment. In
  addition, in the case of government securities, each government agency or
  instrumentality shall be treated as a separate issuer.
 
    A separate account must be in compliance with the diversification standards
  on the last day of each calendar quarter or within 30 days after the quarter
  ends. If an insurance company inadvertently fails to meet the diversification
  requirements, the company may comply within a reasonable period and avoid the
  taxation of contract income on an ongoing basis. However, either the company
  or the Contract Owner must agree to pay the tax due for the period during
  which the diversification requirements were not met.
 
    Hartford monitors the diversification of investments in the separate
  accounts and tests for diversification as required by the Code. Hartford
  intends to administer all contracts subject to the diversification
  requirements in a manner that will maintain adequate diversification.
 
  4. OWNERSHIP OF THE ASSETS IN THE SEPARATE ACCOUNT
 
    In order for a variable annuity contract to qualify for tax deferral, assets
  in the segregated asset accounts supporting the variable contract must be
  considered to be owned by the insurance company and not by the variable
  contract owner. The Internal Revenue Service ("IRS") has issued several
  rulings which discuss investor control. The IRS has ruled that certain
  incidents of ownership by the contract owner, such as the ability to select
  and control investments in a separate account, will cause the contract owner
  to be treated as the owner of the assets for tax purposes.
 
    Further, in the explanation to the temporary Section 817 diversification
  regulations, the Treasury Department noted that the temporary regulations "do
  not provide guidance concerning the circumstances in which investor control of
  the investments of a segregated asset account may cause the investor, rather
  than the insurance company, to be treated as the owner of the assets in the
  account." The explanation further indicates that "the temporary regulations
  provide that in appropriate cases a segregated asset account may include
  multiple sub-accounts, but do not specify the extent to which policyholders
  may direct their investments to particular sub-accounts without being treated
  as the owners of the underlying assets. Guidance on this and other issues will
  be provided in regulations or revenue rulings under Section 817(d), relating
  to the definition of variable contract." The final regulations issued under
  Section 817 did not provide guidance regarding investor control, and as of the
  date of this prospectus, no other such guidance has been issued. Further,
  Hartford does not know if or in what form such guidance will be issued. In
  addition, although regulations are generally issued with prospective effect,
  it is possible that regulations may be issued with retroactive effect. Due to
  the lack of specific guidance regarding the issue of investor control, there
  is necessarily some uncertainty regarding whether a Contract Owner could be
  considered the owner of the assets for tax purposes. Hartford reserves the
  right to modify the contracts, as necessary, to prevent Contract Owners from
  being considered the owners of the assets in the separate accounts.
 
D. FEDERAL INCOME TAX WITHHOLDING
 
    The portion of a distribution which is taxable income to the recipient will
be subject to federal income tax withholding, pursuant to Section 3405 of the
Code. The application of this provision is summarized below:
 
  1. NON-PERIODIC DISTRIBUTIONS
 
    The portion of a non-periodic distribution which constitutes taxable income
  will be subject to federal income tax withholding unless the recipient elects
  not to have taxes withheld. If an election not to have taxes
 
                                       36
<PAGE>
  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 40 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.
 
                                 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.
 
                                       37
<PAGE>
WILL OTHER CONTRACTS BE PARTICIPATING IN THE SEPARATE ACCOUNT?
 
    In addition to the Contracts described in this Prospectus, it is
contemplated that other forms of group or individual Variable Annuities may be
sold providing benefits which vary in accordance with the investment experience
of the Separate Account.
 
HOW ARE THE CONTRACTS SOLD?
 
   
    Hartford Securities Distribution Company, Inc. ("HSD") serves as principal
underwriter for the securities issued with respect to the Separate Account. HSD
is an affiliate of Hartford. Hartford's parent company indirectly owns 100% of
HSD. 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.
 
   
HOW ARE YEAR 2000 ISSUES BEING ADDRESSED?
    
 
   
    The Year 2000 issue relates to the ability or inability of computer systems
to properly process information and data containing or related to dates
beginning with the year 2000 and beyond. The Year 2000 issue exists because,
historically, many computer systems that are in use today were developed years
ago when a year was identified using a two-digit field rather than a four-digit
field. As information and data containing or related to the century date are
introduced to computer hardware, software and other systems, date sensitive
systems may recognize the year 2000 as 1900, or not at all, which may result in
computer systems processing information incorrectly. This, in turn, may
significantly and adversely affect the integrity and reliability of information
databases and may result in a wide variety of adverse consequences to a company.
In addition, Year 2000 problems that occur with third parties with which a
company does business, such as suppliers, computer vendors and others, may also
adversely affect any given company.
    
 
                                       38
<PAGE>
   
    As an insurance and financial services company, Hartford has thousands of
individual and business customers that have purchased or invested in insurance
policies, annuities, mutual funds and other financial products. Nearly all of
these policies and products contain date sensitive data, such as policy
expiration dates, birth dates, premium payments dates and the like. In addition,
Hartford has business relationships with numerous third parties that affect
virtually all aspects of its business, including, without limitation, suppliers,
computer hardware and software vendors, insurance agents and brokers, securities
broker-dealers and other distributors of financial products.
    
 
   
    Beginning in 1990, Hartford began working on making its computer systems
Year 2000 ready, either by installing new programs or by replacing systems. In
January 1998, Hartford commenced a company-wide program to further identify,
assess and remediate the impact of Year 2000 problems in all of Hartford's
business segments. Hartford currently anticipates that this internal program
will be substantially completed by the end of 1998, and testing of computer
systems will continue through 1999.
    
 
   
    In addition, as part of its Year 2000 program, Hartford is identifying third
parties with which it has significant business relations in order to attempt to
assess any potential impact on Hartford as a result of such third-party Year
2000 issues and remediation plans. Hartford currently anticipates that it will
substantially complete this evaluation by the end of 1998, and will conduct
systems testing with certain third parties through 1999. Hartford does not have
control over these third parties and, as a result, Hartford cannot currently
determine to what extent future operating results may be adversely affected by
the failure of these third parties to successfully address their Year 2000
issues. Hartford will continue to assess Year 2000 risk exposures related to its
own operations and its third-party relationships and is in the process of
developing contingency plans.
    
 
   
    The costs of addressing the Year 2000 issue that have been incurred through
the six months ended June 30, 1998 have not been material to Hartford's
financial condition or results of operations. Hartford will continue to incur
costs related to its Year 2000 efforts and does not anticipate that the costs to
be incurred will be material to its financial condition or results of
operations.
    
 
ARE YOU RELYING ON ANY EXPERTS AS TO ANY PORTION OF THIS PROSPECTUS?
 
   
    The audited financial statements included in this registration statement
have been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their reports with respect thereto, and are included herein in
reliance upon the authority of said firm as experts in giving said reports.
Reference is made to the report on the statutory financial statements of
Hartford Life and Annuity Insurance Company (formerly ITT Hartford Life and
Annuity Insurance Company) which states the statutory financial statements are
presented in accordance with statutory accounting practices prescribed or
permitted by the National Association of Insurance Commissioners and the State
of Connecticut Insurance Department, and are not presented in accordance with
generally accepted accounting principles. The principal business address of
Arthur Andersen LLP is One Financial Plaza, Hartford, Connecticut 06103.
    
 
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
 
                                       39
<PAGE>
                                   APPENDIX I
                   INFORMATION REGARDING TAX-QUALIFIED PLANS
 
    The tax rules applicable to tax-qualified contract owners, including
restrictions on contributions and distributions, taxation of distributions and
tax penalties, vary according to the type of plan as well as the terms and
conditions of the plan itself. Various tax penalties may apply to contributions
in excess of applicable limits, distributions prior to age 59 1/2 (subject to
certain exceptions), distributions which do not conform to applicable
commencement and minimum distribution rules, and certain other transactions with
respect to tax-qualified plans. Therefore, this summary does not attempt to
provide more than general information about the tax rules associated with use of
a Contract by a tax-qualified retirement plan. Contract owners, plan
participants and beneficiaries are cautioned that the rights and benefits of any
person to benefits may be controlled by the terms and conditions of the
tax-qualified retirement plan itself, regardless of the terms and conditions of
a Contract, but that Hartford is not bound by the terms and conditions of such
plans to the extent such terms conflict with a Contract, unless Hartford
specifically consents to be bound. Additionally, some tax-qualified retirement
plans are subject to distribution and other requirements which are not
incorporated into Hartford's administrative procedures. Contract owners,
participants and beneficiaries are responsible for determining that
contributions, distributions and other transactions comply with applicable law.
Because of the complexity of these rules, owners, participants and beneficiaries
are encouraged to consult their own tax advisors as to specific tax
consequences.
 
A. TAX-QUALIFIED PENSION OR PROFIT-SHARING PLANS
 
    Provisions of the Code permit eligible employers to establish tax-qualified
pension or profit sharing plans (described in Section 401(a) and 401(k), if
applicable, and exempt from taxation under Section 501(a) of the Code), and
Simplified Employee Pension Plans (described in Section 408(k)). Such plans are
subject to limitations on the amount that may be contributed, the persons who
may be eligible to participate and the time when distributions must commence.
Employers intending to use these contracts in connection with tax-qualified
pension or profit-sharing plans should seek competent tax and other legal
advice.
 
B. TAX SHELTERED ANNUITIES UNDER SECTION 403(B)
 
    Section 403(b) of the Code permits public school employees and employees of
certain types of charitable, educational and scientific organizations, as
specified in Section 501(c)(3) of the Code, to purchase annuity contracts, and,
subject to certain limitations, to exclude such contributions from gross income.
Generally, such contributions may not exceed the lesser of $10,000 (indexed) or
20% of an employee's "includable compensation" for such employee's most recent
full year of employment, subject to other adjustments. Special provisions under
the Code may allow some employees to elect a different overall limitation.
 
    Tax-sheltered annuity programs under Section 403(b) are subject to a
PROHIBITION AGAINST DISTRIBUTIONS FROM THE CONTRACT ATTRIBUTABLE TO
CONTRIBUTIONS MADE PURSUANT TO A SALARY REDUCTION AGREEMENT, unless such
distribution is made:
 
    (1) after the participating employee attains age 59 1/2;
 
    (2) upon separation from service;
 
    (3) upon death or disability; or
 
    (4) in the case of hardship (and in the case of hardship, any income
       attributable to such contributions may not be distributed).
 
    Generally, the above restrictions do not apply to distributions attributable
to cash values or other amounts held under a Section 403(b) contract as of
December 31, 1988.
 
C. DEFERRED COMPENSATION PLANS UNDER SECTION 457
 
    Employees and independent contractors performing services for eligible
employers may have contributions made to an Eligible Deferred Compensation Plan
of their employer in accordance with the employer's plan and Section 457 of the
Code. Section 457 places limitations on contributions to Eligible Deferred
Compensation Plans maintained by a State or other tax-exempt organization. For
these purposes, the term
 
                                       40
<PAGE>
"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 Deferred Compensation Plan of a tax-exempt (non-governmental)
organization, and such amounts will be subject to the claims of such tax-exempt
employer's general creditors.
 
    In general, distributions from an Eligible Deferred Compensation Plan are
prohibited under Section 457 of the Code unless made after the participating
employee attains age 70 1/2, separates from service, dies, or suffers an
unforeseeable financial emergency. Present federal tax law does not allow
tax-free transfers or rollovers for amounts accumulated in a Section 457 plan
except for transfers to other Section 457 plans in limited cases.
 
D. INDIVIDUAL RETIREMENT ANNUITIES UNDER SECTION 408
 
    Section 408 of the Code permits eligible individuals to establish individual
retirement programs through the purchase of Individual Retirement Annuities
("IRAs"). IRAs are subject to limitations on the amount that may be contributed,
the contributions that may be deducted from taxable income, the persons who may
be eligible and the time when distributions may commence. Also, distributions
from certain qualified plans may be "rolled-over" on a tax-deferred basis into
an IRA.
 
    The Contracts may be offered as SIMPLE IRAs in connection with a SIMPLE IRA
plan of an employer. Special rollover rules apply to SIMPLE IRAs. Amounts can be
rolled over from one SIMPLE IRA to another SIMPLE IRA. However, amounts can be
rolled over from a SIMPLE IRA to a regular IRA only after two years have expired
since the participant first commenced participation in your employer's SIMPLE
IRA plan. Amounts cannot be rolled over to a SIMPLE IRA from a qualified plan or
a regular IRA. Hartford is a non-designated financial institution.
 
    Beginning in 1998, the Contracts may be offered as ROTH IRAs under Section
408A of the Code. Contributions to a ROTH IRA are not deductible. Subject to
special limitations, a regular IRA may be converted into a ROTH IRA or a
distribution from a regular IRA may be rolled over to a ROTH IRA. However, a
conversion or a rollover from a regular IRA to a ROTH IRA is not excludable from
gross income. If certain conditions are met, qualified distributions from a ROTH
IRA are tax-free.
 
E. FEDERAL TAX PENALTIES AND WITHHOLDING
 
    Distributions from retirement plans are generally taxed under Section 72 of
the Code. Under these rules, a portion of each distribution may be excludable
from income. The excludable amount is the portion of the distribution which
bears the same ratio as the after-tax contributions bear to the expected return.
 
  1. PREMATURE DISTRIBUTION
 
    Distributions from a tax-qualified plan before the Participant attains age
  59 1/2 are generally subject to an additional penalty tax equal to 10% of the
  taxable portion of the distribution. The 10% penalty does not apply to
  distributions made after the employee's death, on account of disability, for
  eligible medical expenses and distributions in the form of a life annuity and,
  except in the case of an IRA, certain distributions after
 
                                       41
<PAGE>
  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 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).
 
                                       42
<PAGE>
                               TABLE OF CONTENTS
                                       TO
                      STATEMENT OF ADDITIONAL INFORMATION
 
<TABLE>
<CAPTION>
SECTION                                                       PAGE
- ------------------------------------------------------------  ----
<S>                                                           <C>
DESCRIPTION OF HARTFORD LIFE INSURANCE COMPANY..............
SAFEKEEPING OF ASSETS.......................................
INDEPENDENT PUBLIC ACCOUNTANTS..............................
DISTRIBUTION OF CONTRACTS...................................
CALCULATION OF YIELD AND RETURN.............................
PERFORMANCE COMPARISONS.....................................
FINANCIAL STATEMENTS........................................
</TABLE>
 
                                       43
<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, 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)
<PAGE>












                                       PART B



<PAGE>

                                        - 2 -


               
                         STATEMENT OF ADDITIONAL INFORMATION



                     HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
                                 SEPARATE ACCOUNT ONE
                            THE DIRECTOR VARIABLE ANNUITY



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


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




   
Date of Prospectus:  September 30, 1998
    

   
Date of Statement of Additional Information:  September 30, 1998
    




33-56790
<PAGE>

                                     - 3 -


                                TABLE OF CONTENTS


SECTION                                                                 PAGE NO.


DESCRIPTION OF HARTFORD LIFE AND ANNUITY INSURANCE COMPANY


SAFEKEEPING OF ASSETS . . . . . . . . . . . . . . . . . . . . . . . .      5

INDEPENDENT PUBLIC ACCOUNTANTS. . . . . . . . . . . . . . . . . . . .      4

DISTRIBUTION OF CONTRACTS . . . . . . . . . . . . . . . . . . . . . .      4

CALCULATION OF YIELD AND RETURN . . . . . . . . . . . . . . . . . . .      5

PERFORMANCE COMPARISONS . . . . . . . . . . . . . . . . . . . . . . .      6

FINANCIAL STATEMENTS. . . . . . . . . . . . . . . . . . . . . . . . . 
<PAGE>

                                        - 4 -



DESCRIPTION OF HARTFORD LIFE AND ANNUITY INSURANCE COMPANY



Hartford Life and Annuity Insurance Company is a stock life insurance company
engaged in the business of writing life insurance and annuities, both individual
and group, in all states of the United States and the District of Columbia,
except New York.  Effective on January 1, 1998, Hartford's name changed from ITT
Hartford Life and Annuity Insurance Company to Hartford Life and Annuity
Insurance Company.  Hartford was originally incorporated under the laws of
Wisconsin on January 9, 1956, and was subsequently redomiciled to Connecticut. 
Its offices are located in Simsbury, Connecticut; however, its mailing address
is P.O. Box 2999, Hartford, CT  06104-2999.  Hartford is a subsidiary of
Hartford Fire Insurance Company, one of the largest multiple lines insurance
carriers in the United States.  Hartford is ultimately controlled by The
Hartford Financial Services Group, Inc., a Delaware corporation. 


                                  HARTFORD RATINGS
   
<TABLE>
<CAPTION>

       RATING AGENCY          EFFECTIVE    RATING         BASIS OF RATING
                              DATE OF
                              RATING
- --------------------------------------------------------------------------------
<S>                           <C>          <C>     <C>
A.M. Best and Company, Inc.    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>
    
                            INDEPENDENT PUBLIC ACCOUNTANTS

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

                              DISTRIBUTION OF CONTRACTS

Hartford Securities Distribution Company, Inc. ("HSD") serves as Principal
Underwriter for the securities issued with respect to the Separate Account and
will offer the Contracts on a
<PAGE>

                                        - 5 -


continuous basis.


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



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



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



                                SAFEKEEPING OF ASSETS


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



                           CALCULATION OF YIELD AND RETURN


YIELD OF THE MONEY MARKET FUND.  As summarized in the Prospectus under the
heading "Performance Related Information," the yield of the Money Market Fund
Sub-Account for a seven day period (the "base period") will be computed by
determining the "net change in value" (calculated as set forth below) of a
hypothetical account having a balance of one share at the beginning of the
period, dividing the net change in account value by the value of the account at
the beginning of the base period to obtain the base period return, and
multiplying the base period return by 365/7 with the resulting yield figure
carried to the nearest hundredth of one percent.  Net changes in value of a
hypothetical account will include net investment income of the account (accrued
daily dividends as declared by the underlying funds, less daily expense charges
of the account) for the period, but will not include realized gains or losses or
unrealized appreciation or depreciation on the underlying fund shares.


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

The current yield and effective yield reflect recurring charges on the Separate
Account level, including the maximum annual policy fee.


YIELDS OF BOND FUND AND MORTGAGE SECURITIES FUND SUB-ACCOUNTS.  As summarized in
the Prospectus under the heading "Performance Related Information," yields of
these two Sub-Accounts will be computed by annualizing a recent month's net
investment income, divided by a Fund share's net asset value on the last trading
day of that month.  Net changes in the value of a

<PAGE>

                                        - 6 -



hypothetical account will assume the change in the underlying mutual fund's "net
asset value per share" for the same period in addition to the daily expense
charge assessed, at the sub-account level for the respective period.  The Bond
Fund and Mortgage Securities Fund Sub-Accounts' yields will vary from time to
time depending upon market conditions and, the composition of the underlying
funds' portfolios.  Yield should also be considered relative to changes in the
value of the Sub-Accounts' shares and to the relative risks associated with the
investment objectives and policies of the Bond Fund and Hartford Mortgage
Securities Fund.


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

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

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

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


                               PERFORMANCE COMPARISONS

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

The total return and yield may also be used to compare the performance of the
Sub-Accounts
<PAGE>

                                        - 7 -


against certain widely acknowledged outside standards or indices for stock and
bond market performance.  The Standard & Poor's Composite Index of 500 Stocks
(the "S&P 500") is a market value-weighted and unmanaged index showing the
changes in the aggregate market value of 500 stocks relative to the base period
1941-43.  The S&P 500 is composed almost entirely of common stocks of companies
listed on the New York Stock Exchange, although the common stocks of a few
companies listed on the American Stock Exchange or traded over-the-counter are
included.  The 500 companies represented include 400 industrial, 60
transportation and 40 financial services concerns.  The S&P 500 represents about
80% of the market value of all issues traded on the New York Stock Exchange.

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


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


The Shearson Lehman Government/Corporate Bond Index (the "SL
Government/Corporate Index") is a measure of the market value of approximately
5,300 bonds with a face value currently in excess of $1.3 trillion.  To be
included in the SL Government/Corporate Index, an issue must have amounts
outstanding in excess of $1 million, have at least one year to maturity and be
rated "Baa" or higher ("investment grade") by a nationally recognized rating
agency.
<PAGE>
 
- --------------------------------------------------------------------------------
 
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
To ITT Hartford Life and Annuity Insurance Company
Separate Account One and to the
Owners of Units of Interest Therein:
 
We have audited the accompanying statement of assets and liabilities of ITT
Hartford Life and Annuity Insurance Company Separate Account One (the Account)
as of December 31, 1997, and the related statement of operations for the year
then ended and statements of changes in net assets for each of the two years in
the period then ended. These financial statements are the responsibility of the
Account's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
 
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of ITT Hartford Life and Annuity
Insurance Company Separate Account One as of December 31, 1997, the results of
its operations for the year then ended and the changes in its net assets for
each of the two years in the period then ended in conformity with generally
accepted accounting principles.
 
                                         ARTHUR ANDERSEN LLP
 
Hartford, Connecticut
February 16, 1998


<PAGE>
 
- --------------------------------------------------------------------------------
 
SEPARATE ACCOUNT ONE
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
STATEMENT OF ASSETS & LIABILITIES
DECEMBER 31, 1997
 
<TABLE>
<CAPTION>
                                                                                MONEY
                                                BOND FUND      STOCK FUND    MARKET FUND   ADVISERS FUND
                                               SUB-ACCOUNT    SUB-ACCOUNT    SUB-ACCOUNT    SUB-ACCOUNT
                                               ------------  --------------  ------------  --------------
<S>                                            <C>           <C>             <C>           <C>
ASSETS:
Investments:
  Hartford Bond Fund, Inc.
    Shares                        217,551,092
    Cost                        $ 221,691,144
    Market Value.............................  $228,375,129        --             --             --
  Hartford Stock Fund, Inc.
    Shares                        396,147,047
    Cost                       $1,491,417,347
    Market Value.............................       --       $2,029,590,860       --             --
  HVA Money Market Fund, Inc.
    Shares                        199,835,317
    Cost                        $ 199,835,317
    Market Value.............................       --             --        $199,835,317        --
  Hartford Advisers Fund, Inc.
    Shares                      1,415,150,900
    Cost                       $2,778,139,694
    Market Value.............................       --             --             --       $3,575,726,877
  Hartford Capital Appreciation Fund, Inc.
    Shares                        507,465,622
    Cost                       $1,785,263,721
    Market Value.............................       --             --             --             --
  Hartford Mortgage Securities Fund, Inc.
    Shares                         74,125,274
    Cost                        $  79,718,184
    Market Value.............................       --             --             --             --
  Hartford Index Fund, Inc.
    Shares                        152,035,329
    Cost                        $ 339,334,949
    Market Value.............................       --             --             --             --
  Hartford International Opportunities Fund,
   Inc.
    Shares                        450,125,879
    Cost                        $ 569,737,621
    Market Value.............................       --             --             --             --
  Hartford Dividend and Growth Fund, Inc.
    Shares                        595,932,484
    Cost                        $ 910,144,241
    Market Value.............................       --             --             --             --
  Hartford International Advisers Fund, Inc.
    Shares                        123,244,687
    Cost                        $ 142,711,367
    Market Value.............................       --             --             --             --
  Hartford Small Company
    Shares                        112,112,739
    Cost                        $ 132,155,930
    Market Value.............................       --             --             --             --
  Hartford MidCap Fund
    Shares                         12,961,072
    Cost                        $  14,098,467
    Market Value.............................       --             --             --             --
  Due from ITT Hartford Life and Annuity
   Insurance Company.........................       636,020       1,508,268       --            2,506,884
  Receivable from fund shares sold...........       --             --             152,504        --
                                               ------------  --------------  ------------  --------------
  Total Assets...............................   229,011,149   2,031,099,128   199,987,821   3,578,233,761
                                               ------------  --------------  ------------  --------------
LIABILITIES:
  Due to ITT Hartford Life and Annuity
   Insurance Company.........................       --             --             154,247        --
  Payable for fund shares purchased..........       635,827       1,511,603       --            2,507,219
                                               ------------  --------------  ------------  --------------
  Total Liabilities..........................       635,827       1,511,603       154,247       2,507,219
                                               ------------  --------------  ------------  --------------
  Net Assets (variable annuity contract
   liabilities)..............................  $228,375,322  $2,029,587,525  $199,833,574  $3,575,726,542
                                               ------------  --------------  ------------  --------------
                                               ------------  --------------  ------------  --------------
DEFERRED ANNUITY CONTRACTS IN THE
  ACCUMULATION PERIOD:
INDIVIDUAL SUB-ACCOUNTS:
  Units Owned by Participants................   107,758,556     440,556,573   120,947,391     999,829,112
  Unit Price.................................  $   2.113753  $     4.601624  $   1.650311  $     3.572368
ANNUITY CONTRACTS IN THE ANNUITY PERIOD:
INDIVIDUAL SUB-ACCOUNTS:
  Units Owned by Participants................       284,022         502,394       141,042       1,111,033
  Unit Price.................................  $   2.113753  $     4.601624  $   1.650311  $     3.572368
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
<PAGE>
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                    CAPITAL           MORTGAGE                       INTERNATIONAL
                                               APPRECIATION FUND   SECURITIES FUND    INDEX FUND   OPPORTUNITIES FUND
                                                  SUB-ACCOUNT        SUB-ACCOUNT     SUB-ACCOUNT      SUB-ACCOUNT
                                               -----------------   ---------------   ------------  ------------------
<S>                                            <C>                 <C>               <C>           <C>
ASSETS:
Investments:
  Hartford Bond Fund, Inc.
    Shares                        217,551,092
    Cost                        $ 221,691,144
    Market Value.............................        --                 --                --             --
  Hartford Stock Fund, Inc.
    Shares                        396,147,047
    Cost                       $1,491,417,347
    Market Value.............................        --                 --                --             --
  HVA Money Market Fund, Inc.
    Shares                        199,835,317
    Cost                        $ 199,835,317
    Market Value.............................        --                 --                --             --
  Hartford Advisers Fund, Inc.
    Shares                      1,415,150,900
    Cost                       $2,778,139,694
    Market Value.............................        --                 --                --             --
  Hartford Capital Appreciation Fund, Inc.
    Shares                        507,465,622
    Cost                       $1,785,263,721
    Market Value.............................   $2,237,779,780          --                --             --
  Hartford Mortgage Securities Fund, Inc.
    Shares                         74,125,274
    Cost                        $  79,718,184
    Market Value.............................        --              $80,335,564          --             --
  Hartford Index Fund, Inc.
    Shares                        152,035,329
    Cost                        $ 339,334,949
    Market Value.............................        --                 --           $437,513,434        --
  Hartford International Opportunities Fund,
   Inc.
    Shares                        450,125,879
    Cost                        $ 569,737,621
    Market Value.............................        --                 --                --          $582,668,595
  Hartford Dividend and Growth Fund, Inc.
    Shares                        595,932,484
    Cost                        $ 910,144,241
    Market Value.............................        --                 --                --             --
  Hartford International Advisers Fund, Inc.
    Shares                        123,244,687
    Cost                        $ 142,711,367
    Market Value.............................        --                 --                --             --
  Hartford Small Company
    Shares                        112,112,739
    Cost                        $ 132,155,930
    Market Value.............................        --                 --                --             --
  Hartford MidCap Fund
    Shares                         12,961,072
    Cost                        $  14,098,467
    Market Value.............................        --                 --                --             --
  Due from ITT Hartford Life and Annuity
   Insurance Company.........................        --                  101,883          392,373        --
  Receivable from fund shares sold...........          292,471          --                --                 8,115
                                               -----------------   ---------------   ------------  ------------------
  Total Assets...............................    2,238,072,251        80,437,447      437,905,807      582,676,710
                                               -----------------   ---------------   ------------  ------------------
LIABILITIES:
  Due to ITT Hartford Life and Annuity
   Insurance Company.........................          148,468          --                --                 8,660
  Payable for fund shares purchased..........        --                  102,528          388,792        --
                                               -----------------   ---------------   ------------  ------------------
  Total Liabilities..........................          148,468           102,528          388,792            8,660
                                               -----------------   ---------------   ------------  ------------------
  Net Assets (variable annuity contract
   liabilities)..............................   $2,237,923,783       $80,334,919     $437,517,015     $582,668,050
                                               -----------------   ---------------   ------------  ------------------
                                               -----------------   ---------------   ------------  ------------------
DEFERRED ANNUITY CONTRACTS IN THE
  ACCUMULATION PERIOD:
INDIVIDUAL SUB-ACCOUNTS:
  Units Owned by Participants................      461,577,845        38,291,725      117,372,132      396,429,681
  Unit Price.................................   $     4.845288       $  2.097829     $   3.726058     $   1.468965
ANNUITY CONTRACTS IN THE ANNUITY PERIOD:
INDIVIDUAL SUB-ACCOUNTS:
  Units Owned by Participants................          298,474             2,588           48,749          222,417
  Unit Price.................................   $     4.845288       $  2.097829     $   3.726058     $   1.468965
 
<CAPTION>
                                                DIVIDEND AND   INTERNATIONAL       SMALL         MIDCAP
                                                GROWTH FUND    ADVISERS FUND   COMPANY FUND       FUND
                                                SUB-ACCOUNT     SUB-ACCOUNT     SUB-ACCOUNT    SUB-ACCOUNT
                                               --------------  -------------   -------------   -----------
<S>                                            <C>             <C>             <C>             <C>
ASSETS:
Investments:
  Hartford Bond Fund, Inc.
    Shares                        217,551,092
    Cost                        $ 221,691,144
    Market Value.............................        --             --              --             --
  Hartford Stock Fund, Inc.
    Shares                        396,147,047
    Cost                       $1,491,417,347
    Market Value.............................        --             --              --             --
  HVA Money Market Fund, Inc.
    Shares                        199,835,317
    Cost                        $ 199,835,317
    Market Value.............................        --             --              --             --
  Hartford Advisers Fund, Inc.
    Shares                      1,415,150,900
    Cost                       $2,778,139,694
    Market Value.............................        --             --              --             --
  Hartford Capital Appreciation Fund, Inc.
    Shares                        507,465,622
    Cost                       $1,785,263,721
    Market Value.............................        --             --              --             --
  Hartford Mortgage Securities Fund, Inc.
    Shares                         74,125,274
    Cost                        $  79,718,184
    Market Value.............................        --             --              --             --
  Hartford Index Fund, Inc.
    Shares                        152,035,329
    Cost                        $ 339,334,949
    Market Value.............................        --             --              --             --
  Hartford International Opportunities Fund,
   Inc.
    Shares                        450,125,879
    Cost                        $ 569,737,621
    Market Value.............................        --             --              --             --
  Hartford Dividend and Growth Fund, Inc.
    Shares                        595,932,484
    Cost                        $ 910,144,241
    Market Value.............................  $1,163,455,674       --              --             --
  Hartford International Advisers Fund, Inc.
    Shares                        123,244,687
    Cost                        $ 142,711,367
    Market Value.............................        --        $144,786,749         --             --
  Hartford Small Company
    Shares                        112,112,739
    Cost                        $ 132,155,930
    Market Value.............................        --             --         $134,783,169        --
  Hartford MidCap Fund
    Shares                         12,961,072
    Cost                        $  14,098,467
    Market Value.............................        --             --              --         $14,738,151
  Due from ITT Hartford Life and Annuity
   Insurance Company.........................       2,905,020       --              204,951        95,103
  Receivable from fund shares sold...........        --              25,098         --             --
                                               --------------  -------------   -------------   -----------
  Total Assets...............................   1,166,360,694   144,811,847     134,988,120    14,833,254
                                               --------------  -------------   -------------   -----------
LIABILITIES:
  Due to ITT Hartford Life and Annuity
   Insurance Company.........................        --              25,441         --             --
  Payable for fund shares purchased..........       2,905,424       --              205,938        94,946
                                               --------------  -------------   -------------   -----------
  Total Liabilities..........................       2,905,424        25,441         205,938        94,946
                                               --------------  -------------   -------------   -----------
  Net Assets (variable annuity contract
   liabilities)..............................  $1,163,455,270  $144,786,406    $134,782,182    $14,738,308
                                               --------------  -------------   -------------   -----------
                                               --------------  -------------   -------------   -----------
DEFERRED ANNUITY CONTRACTS IN THE
  ACCUMULATION PERIOD:
INDIVIDUAL SUB-ACCOUNTS:
  Units Owned by Participants................     541,076,428   109,734,605     108,104,289    13,437,161
  Unit Price.................................  $     2.149172  $   1.318862    $   1.246631    $ 1.096832
ANNUITY CONTRACTS IN THE ANNUITY PERIOD:
INDIVIDUAL SUB-ACCOUNTS:
  Units Owned by Participants................         274,041        46,710          12,853        --
  Unit Price.................................  $     2.149172  $   1.318862    $   1.246631    $   --
</TABLE>
 
<PAGE>
SEPARATE ACCOUNT ONE
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
STATEMENT OF OPERATIONS
DECEMBER 31, 1997
 
<TABLE>
<CAPTION>
                                                                             MONEY
                                                BOND FUND    STOCK FUND   MARKET FUND  ADVISERS FUND
                                               SUB-ACCOUNT  SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT
                                               -----------  ------------  -----------  -------------
<S>                                            <C>          <C>           <C>          <C>
INVESTMENT INCOME:
  Dividends..................................  $11,445,297  $ 17,644,351  $10,430,718  $  71,905,491
EXPENSES:
  Mortality and expense undertakings.........   (2,221,972)  (20,017,591)  (2,508,581)   (36,850,979)
                                               -----------  ------------  -----------  -------------
    Net investment income (loss).............    9,223,325    (2,373,240)   7,922,137     35,054,512
                                               -----------  ------------  -----------  -------------
CAPITAL GAINS INCOME.........................      --         62,602,913      --         107,409,178
                                               -----------  ------------  -----------  -------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON
  INVESTMENTS:
  Net realized gain (loss) on security
   transactions..............................        9,814        84,100      --               1,305
  Net unrealized appreciation (depreciation)
   of investments during the period..........    8,361,624   325,437,100      --         440,215,879
                                               -----------  ------------  -----------  -------------
    Net gain (loss) on investments...........    8,371,438   325,521,200      --         440,217,184
                                               -----------  ------------  -----------  -------------
    Net increase (decrease) in net assets
     resulting from operations...............  $17,594,763  $385,750,873  $ 7,922,137  $ 582,680,874
                                               -----------  ------------  -----------  -------------
                                               -----------  ------------  -----------  -------------
</TABLE>
 
* From inception, July 15, 1997 to December 31, 1997.
 
   The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
<CAPTION>
                                                    CAPITAL           MORTGAGE                      INTERNATIONAL
                                               APPRECIATION FUND   SECURITIES FUND   INDEX FUND   OPPORTUNITIES FUND
                                                  SUB-ACCOUNT        SUB-ACCOUNT     SUB-ACCOUNT     SUB-ACCOUNT
                                               -----------------   ---------------   -----------  ------------------
<S>                                            <C>                 <C>               <C>          <C>
INVESTMENT INCOME:
  Dividends..................................    $ 10,461,911        $4,630,685      $ 4,775,090     $  5,347,323
EXPENSES:
  Mortality and expense undertakings.........     (23,085,650)         (950,587)      (4,129,538)      (7,060,305)
                                               -----------------   ---------------   -----------  ------------------
    Net investment income (loss).............     (12,623,739)        3,680,098          645,552       (1,712,982)
                                               -----------------   ---------------   -----------  ------------------
CAPITAL GAINS INCOME.........................     112,339,947           --            19,616,096       37,513,752
                                               -----------------   ---------------   -----------  ------------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON
  INVESTMENTS:
  Net realized gain (loss) on security
   transactions..............................        (119,550)           58,290          185,916          (68,174)
  Net unrealized appreciation (depreciation)
   of investments during the period..........     223,915,112         1,886,382       62,356,292      (45,233,169)
                                               -----------------   ---------------   -----------  ------------------
    Net gain (loss) on investments...........     223,795,562         1,944,672       62,542,208      (45,301,343)
                                               -----------------   ---------------   -----------  ------------------
    Net increase (decrease) in net assets
     resulting from operations...............    $323,511,770        $5,624,770      $82,803,856     $ (9,500,573)
                                               -----------------   ---------------   -----------  ------------------
                                               -----------------   ---------------   -----------  ------------------
 
<CAPTION>
                                                DIVIDEND AND   INTERNATIONAL       SMALL         MIDCAP
                                                GROWTH FUND    ADVISERS FUND   COMPANY FUND       FUND
                                                SUB-ACCOUNT     SUB-ACCOUNT     SUB-ACCOUNT    SUB-ACCOUNT*
                                               --------------  -------------   -------------   -----------
<S>                                            <C>             <C>             <C>             <C>
INVESTMENT INCOME:
  Dividends..................................  $   15,926,807   $ 3,867,653     $    61,352     $ 13,070
EXPENSES:
  Mortality and expense undertakings.........     (10,204,886)   (1,395,128)       (903,283)     (30,019)
                                               --------------  -------------   -------------   -----------
    Net investment income (loss).............       5,721,921     2,472,525        (841,931)     (16,949)
                                               --------------  -------------   -------------   -----------
CAPITAL GAINS INCOME.........................      15,828,765       262,472       6,247,370       --
                                               --------------  -------------   -------------   -----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON
  INVESTMENTS:
  Net realized gain (loss) on security
   transactions..............................         (12,819)        3,758          (1,756)         414
  Net unrealized appreciation (depreciation)
   of investments during the period..........     182,031,024       383,378       2,416,430      639,685
                                               --------------  -------------   -------------   -----------
    Net gain (loss) on investments...........     182,018,205       387,136       2,414,674      640,099
                                               --------------  -------------   -------------   -----------
    Net increase (decrease) in net assets
     resulting from operations...............  $  203,568,891   $ 3,122,133     $ 7,820,113     $623,150
                                               --------------  -------------   -------------   -----------
                                               --------------  -------------   -------------   -----------
</TABLE>
<PAGE>
 
- --------------------------------------------------------------------------------
 
SEPARATE ACCOUNT ONE
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETS
DECEMBER 31, 1997
 
<TABLE>
<CAPTION>
                                                                                MONEY
                                                BOND FUND      STOCK FUND    MARKET FUND   ADVISERS FUND
                                               SUB-ACCOUNT    SUB-ACCOUNT    SUB-ACCOUNT    SUB-ACCOUNT
                                               ------------  --------------  ------------  --------------
<S>                                            <C>           <C>             <C>           <C>
OPERATIONS:
  Net investment income (loss)...............  $  9,223,325  $   (2,373,240) $  7,922,137  $   35,054,512
  Capital gains income.......................       --           62,602,913       --          107,409,178
  Net realized gain (loss) on security
   transactions..............................         9,814          84,100       --                1,305
  Net unrealized appreciation (depreciation)
   of investments during the period..........     8,361,624     325,437,100       --          440,215,879
                                               ------------  --------------  ------------  --------------
  Net increase (decrease) in net assets
   resulting from operations.................    17,594,763     385,750,873     7,922,137     582,680,874
                                               ------------  --------------  ------------  --------------
UNIT TRANSACTIONS:
  Purchases..................................    48,533,601     430,730,097   154,121,029     650,294,881
  Net transfers..............................    24,454,452     137,640,435  (105,053,239)    185,059,734
  Surrenders.................................    (9,332,737)    (52,393,369)  (32,455,810)   (124,493,708)
  Net annuity transactions...................       563,032       1,508,388       110,035       1,689,593
                                               ------------  --------------  ------------  --------------
  Net increase in net assets resulting from
   unit transactions.........................    64,218,348     517,485,551    16,722,015     712,550,500
                                               ------------  --------------  ------------  --------------
  Total increase in net assets...............    81,813,111     903,236,424    24,644,152   1,295,231,374
NET ASSETS:
  Beginning of period........................   146,562,211   1,126,351,101   175,189,422   2,280,495,168
                                               ------------  --------------  ------------  --------------
  End of period..............................  $228,375,322  $2,029,587,525  $199,833,574  $3,575,726,542
                                               ------------  --------------  ------------  --------------
                                               ------------  --------------  ------------  --------------
* From inception, July 15, 1997
 to December 31, 1997.
 
STATEMENT OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1996
 
                                                                                MONEY
                                                BOND FUND      STOCK FUND    MARKET FUND   ADVISERS FUND
                                               SUB-ACCOUNT    SUB-ACCOUNT    SUB-ACCOUNT    SUB-ACCOUNT
                                               -----------   -------------   -----------   -------------
OPERATIONS:
  Net investment income (loss)...............  $  6,179,469  $    2,739,156  $  5,458,975  $   30,356,891
  Capital gains income.......................       --           23,889,792       --           32,217,082
  Net realized gain (loss) on security
   transactions..............................       (12,579)        125,474       --                5,867
  Net unrealized (depreciation) appreciation
   of investments during the period..........    (2,390,902)    143,331,264       --          201,866,663
                                               -----------   -------------   -----------   -------------
  Net increase in net assets resulting from
   operations .                                   3,775,988     170,085,686     5,458,975     264,446,503
                                               -----------   -------------   -----------   -------------
UNIT TRANSACTIONS:
  Purchases..................................    50,521,787     328,658,597   170,409,309     548,125,217
  Net transfers..............................     6,860,514     111,488,442   (87,853,221)    158,897,610
  Surrenders.................................    (5,504,050)    (23,567,485)  (14,470,700)    (70,519,197)
  Net annuity transactions...................         1,807         394,242         8,095         766,829
                                               -----------   -------------   -----------   -------------
  Net increase in net assets resulting from
   unit transactions.........................    51,880,058     416,973,796    68,093,483     637,270,459
                                               -----------   -------------   -----------   -------------
  Total increase in net assets...............    55,656,046     587,059,482    73,552,458     901,716,962
NET ASSETS:
  Beginning of period........................    90,906,165     539,291,619   101,636,964   1,378,778,206
                                               -----------   -------------   -----------   -------------
  End of period..............................  $146,562,211  $1,126,351,101  $175,189,422  $2,280,495,168
                                               -----------   -------------   -----------   -------------
                                               -----------   -------------   -----------   -------------
</TABLE>
 
** From inception, August 9, 1996 to December 31, 1996.
 
   The accompanying notes are an integral part of these financial statements.
<PAGE>
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                    CAPITAL           MORTGAGE                       INTERNATIONAL
                                               APPRECIATION FUND   SECURITIES FUND    INDEX FUND   OPPORTUNITIES FUND
                                                  SUB-ACCOUNT        SUB-ACCOUNT     SUB-ACCOUNT      SUB-ACCOUNT
                                               -----------------   ---------------   ------------  ------------------
<S>                                            <C>                 <C>               <C>           <C>
OPERATIONS:
  Net investment income (loss)...............   $  (12,623,739)      $ 3,680,098     $    645,552     $ (1,712,982)
  Capital gains income.......................      112,339,947          --             19,616,096       37,513,752
  Net realized gain (loss) on security
   transactions..............................         (119,550)           58,290          185,916          (68,174)
  Net unrealized appreciation (depreciation)
   of investments during the period..........      223,915,112         1,886,382       62,356,292      (45,233,169)
                                               -----------------   ---------------   ------------  ------------------
  Net increase (decrease) in net assets
   resulting from operations.................      323,511,770         5,624,770       82,803,856       (9,500,573)
                                               -----------------   ---------------   ------------  ------------------
UNIT TRANSACTIONS:
  Purchases..................................      444,618,125        11,734,160      106,908,193      103,316,180
  Net transfers..............................      111,621,605        (5,624,261)      38,286,952       21,889,359
  Surrenders.................................      (60,594,326)       (6,044,100)      (9,935,604)     (18,041,766)
  Net annuity transactions...................          689,458             5,419          151,370           39,532
                                               -----------------   ---------------   ------------  ------------------
  Net increase in net assets resulting from
   unit transactions.........................      496,334,862            71,218      135,410,911      107,203,305
                                               -----------------   ---------------   ------------  ------------------
  Total increase in net assets...............      819,846,632         5,695,988      218,214,767       97,702,732
NET ASSETS:
  Beginning of period........................    1,418,077,151        74,638,931      219,302,248      484,965,318
                                               -----------------   ---------------   ------------  ------------------
  End of period..............................   $2,237,923,783       $80,334,919     $437,517,015     $582,668,050
                                               -----------------   ---------------   ------------  ------------------
                                               -----------------   ---------------   ------------  ------------------
* From inception, July 15, 1997
  to December 31, 1997.
 
STATEMENT OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1996
 
                                                    CAPITAL           MORTGAGE                       INTERNATIONAL
                                               APPRECIATION FUND   SECURITIES FUND    INDEX FUND   OPPORTUNITIES FUND
                                                  SUB-ACCOUNT        SUB-ACCOUNT     SUB-ACCOUNT      SUB-ACCOUNT
                                                 -------------       ----------      -----------      -----------
OPERATIONS:
  Net investment income (loss)...............   $   (5,913,744)      $ 3,346,436     $  1,224,839     $  2,771,532
  Capital gains income.......................       50,334,274          --              1,690,389        8,880,986
  Net realized gain (loss) on security
   transactions..............................          (93,060)           11,668          238,066            7,755
  Net unrealized (depreciation) appreciation
   of investments during the period..........      142,164,193          (882,583)      25,487,376       31,201,375
                                                 -------------       ----------      -----------      -----------
  Net increase in net assets resulting from
   operations .                                    186,491,663         2,475,521       28,640,670       42,861,648
                                                 -------------       ----------      -----------      -----------
UNIT TRANSACTIONS:
  Purchases..................................      403,482,054        13,476,913       83,760,185      110,673,155
  Net transfers..............................      129,133,556         2,655,230       33,248,800       47,078,167
  Surrenders.................................      (30,210,654)       (2,722,173)      (3,699,700)     (11,782,890)
  Net annuity transactions...................          288,203          --                    203           81,416
                                                 -------------       ----------      -----------      -----------
  Net increase in net assets resulting from
   unit transactions.........................      502,693,159        13,409,970      113,309,488      146,049,848
                                                 -------------       ----------      -----------      -----------
  Total increase in net assets...............      689,184,822        15,885,491      141,950,158      188,911,496
NET ASSETS:
  Beginning of period........................      728,892,329        58,753,440       77,352,090      296,053,822
                                                 -------------       ----------      -----------      -----------
  End of period..............................   $1,418,077,151       $74,638,931     $219,302,248     $484,965,318
                                                 -------------       ----------      -----------      -----------
                                                 -------------       ----------      -----------      -----------
 
<CAPTION>
                                                DIVIDEND AND   INTERNATIONAL       SMALL         MIDCAP
                                                GROWTH FUND    ADVISERS FUND   COMPANY FUND       FUND
                                                SUB-ACCOUNT     SUB-ACCOUNT     SUB-ACCOUNT    SUB-ACCOUNT*
                                               --------------  -------------   -------------   -----------
<S>                                            <C>             <C>             <C>             <C>
OPERATIONS:
  Net investment income (loss)...............  $    5,721,921  $   2,472,525   $   (841,931)   $  (16,949 )
  Capital gains income.......................      15,828,765        262,472      6,247,370        --
  Net realized gain (loss) on security
   transactions..............................         (12,819)         3,758         (1,756)          414
  Net unrealized appreciation (depreciation)
   of investments during the period..........     182,031,024        383,378      2,416,430       639,685
                                               --------------  -------------   -------------   -----------
  Net increase (decrease) in net assets
   resulting from operations.................     203,568,891      3,122,133      7,820,113       623,150
                                               --------------  -------------   -------------   -----------
UNIT TRANSACTIONS:
  Purchases..................................     344,818,126     53,015,752     59,848,160     7,620,550
  Net transfers..............................     142,586,883     20,439,056     42,807,593     6,536,068
  Surrenders.................................     (25,953,097)    (3,671,030)    (1,723,390)      (41,460 )
  Net annuity transactions...................         343,961         63,436         14,177        --
                                               --------------  -------------   -------------   -----------
  Net increase in net assets resulting from
   unit transactions.........................     461,795,873     69,847,214    100,946,540    14,115,158
                                               --------------  -------------   -------------   -----------
  Total increase in net assets...............     665,364,764     72,969,347    108,766,653    14,738,308
NET ASSETS:
  Beginning of period........................     498,090,506     71,817,059     26,015,529        --
                                               --------------  -------------   -------------   -----------
  End of period..............................  $1,163,455,270  $ 144,786,406   $134,782,182    $14,738,308
                                               --------------  -------------   -------------   -----------
                                               --------------  -------------   -------------   -----------
* From inception, July 15, 1997
  to December 31, 1997.
STATEMENT OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1996
                                                DIVIDEND AND   INTERNATIONAL       SMALL
                                                GROWTH FUND    ADVISERS FUND   COMPANY FUND
                                                SUB-ACCOUNT     SUB-ACCOUNT    SUB-ACCOUNT**
                                               -------------    -----------     -----------
OPERATIONS:
  Net investment income (loss)...............  $    3,729,650  $   1,500,255   $    (33,591)
  Capital gains income.......................       3,429,737      1,446,895        --
  Net realized gain (loss) on security
   transactions..............................          (2,773)          (563)         1,014
  Net unrealized (depreciation) appreciation
   of investments during the period..........      53,771,055      1,479,032        210,808
                                               -------------    -----------     -----------
  Net increase in net assets resulting from
   operations .                                    60,927,669      4,425,619        178,231
                                               -------------    -----------     -----------
UNIT TRANSACTIONS:
  Purchases..................................     205,512,019     37,280,366     14,704,067
  Net transfers..............................     101,413,217     19,003,957     11,169,302
  Surrenders.................................      (7,316,597)    (1,178,598)       (36,071)
  Net annuity transactions...................         146,210             31        --
                                               -------------    -----------     -----------
  Net increase in net assets resulting from
   unit transactions.........................     299,754,849     55,105,756     25,837,298
                                               -------------    -----------     -----------
  Total increase in net assets...............     360,682,518     59,531,375     26,015,529
NET ASSETS:
  Beginning of period........................     137,407,988     12,285,684        --
                                               -------------    -----------     -----------
  End of period..............................  $  498,090,506  $  71,817,059   $ 26,015,529
                                               -------------    -----------     -----------
                                               -------------    -----------     -----------
</TABLE>
 
<PAGE>
 
- --------------------------------------------------------------------------------
 
                              SEPARATE ACCOUNT ONE
                ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
                         NOTES TO FINANCIAL STATEMENTS
                               DECEMBER 31, 1997
 
 1. ORGANIZATION:
    Separate Account One (the Account) is a separate investment account within
ITT Hartford Life and Annuity Insurance Company (the Company) and is registered
with the Securities and Exchange Commission (SEC) as a unit investment trust
under the Investment Company Act of 1940, as amended. Both the Company and the
Account are subject to supervision and regulation by the Department of Insurance
of the State of Connecticut and the SEC. The Account invests deposits by
variable annuity contractholders of the Company in various mutual funds (the
Funds) as directed by the contractholders.
 
 2. SIGNIFICANT ACCOUNTING POLICIES:
    The following is a summary of significant accounting policies of the
Account, which are in accordance with generally accepted accounting principles
in the investment company industry:
 
    a) SECURITY TRANSACTIONS -- Security transactions are recorded on the trade
date (date the order to buy or sell is executed). Cost of investments sold is
determined on the basis of identified cost. Dividend and capital gains income
are accrued as of the ex-dividend date. Capital gains income represents
dividends from the Funds which are characterized as capital gains under tax
regulations.
 
    b) SECURITY VALUATION -- The investment in shares of the Funds are valued at
the closing net asset value per share as determined by the appropriate Fund as
of December 31, 1997.
 
    c) FEDERAL INCOME TAXES -- The operations of the Account form a part of, and
are taxed with, the total operations of the Company, which is taxed as an
insurance company under the Internal Revenue Code. Under current law, no federal
income taxes are payable with respect to the operations of the Account.
 
    d) USE OF ESTIMATES -- The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities as of the date of the financial statements and the reported amounts
of income and expenses during the period. Operating results in the future could
vary from the amounts derived from management's estimates.
 
 3. ADMINISTRATION OF THE ACCOUNT
   AND RELATED CHARGES:
 
    a) MORTALITY AND EXPENSE UNDERTAKINGS -- The Company, as issuer of variable
annuity contracts, provides the mortality and expense undertakings and, with
respect to the Account, receives a maximum annual fee of 1.25% of the Account's
average daily net assets.
 
    b) DEDUCTION OF ANNUAL MAINTENANCE FEE -- Annual maintenance fees are
deducted through termination of units of interest from applicable contract
owners' accounts, in accordance with the terms of the contracts.
<PAGE>
- --------------------------------------------------------------------------------
 
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
To the Board of Directors of ITT Hartford Life
and Annuity Insurance Company:
 
We have audited the accompanying statutory balance sheets of ITT Hartford Life
and Annuity Insurance Company (a Connecticut Corporation and wholly owned
subsidiary of Hartford Life Insurance Company) (the Company) as of December 31,
1997 and 1996, and the related statutory statements of income, changes in
capital and surplus, and cash flows for each of the three years in the period
ended December 31, 1997. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
statutory financial statements based on our audits.
 
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
 
The Company presents its financial statements in conformity with statutory
accounting practices as described in Note 1 of notes to statutory financial
statements. When statutory financial statements are presented for purposes other
than for filing with a regulatory agency, generally accepted auditing standards
require that an auditors' report on them state whether they are presented in
conformity with generally accepted accounting principles. The accounting
practices used by the Company vary from generally accepted accounting principles
as explained and quantified in Note 1.
 
In our opinion, because the differences in accounting practices as described in
Note 1 are material, the statutory financial statements referred to above do not
present fairly, in accordance with generally accepted accounting principles, the
financial position of the Company as of December 31, 1997 and 1996, and the
results of its operations and its cash flows for each of three years in the
period ended December 31, 1997.
 
However, in our opinion, the statutory financial statements referred to above
present fairly, in all material respects, the financial position of the Company
as of December 31, 1997 and 1996, and the results of operations and its cash
flows for each of the three years in the period ended December 31, 1997 in
conformity with statutory accounting practices as described in Note 1.
 
                                         ARTHUR ANDERSEN LLP
 
Hartford, Connecticut
January 27, 1998
<PAGE>
- --------------------------------------------------------------------------------
 
                ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
                         STATUTORY STATEMENTS OF INCOME
 
<TABLE>
<CAPTION>
                                                     FOR THE YEARS ENDED DECEMBER 31,
                                                    ----------------------------------
                                                       1997        1996        1995
                                                    ----------  ----------  ----------
                                                                  ($000)
<S>                                                 <C>         <C>         <C>
Revenues
  Premiums and annuity considerations.............  $  296,645  $  250,244  $  165,792
  Annuity and other fund deposits.................   1,981,246   1,897,347   1,087,661
  Net investment income...........................     102,285      98,441      78,787
  Commissions and expense allowances on
   reinsurance ceded..............................     396,921     370,637     183,380
  Reserve adjustment on reinsurance ceded.........   3,672,076   3,864,395   1,879,785
  Other revenues..................................     288,632     161,906     140,796
                                                    ----------  ----------  ----------
    Total Revenues................................   6,737,805   6,642,970   3,536,201
                                                    ----------  ----------  ----------
Benefits and Expenses
  Death and annuity benefits......................      66,013      60,111      53,029
  Surrenders and other benefit payments...........     461,733     276,720     221,392
  Commissions and other expenses..................     564,240     491,720     236,202
  Increase in aggregate reserves for future
   benefits.......................................      33,213      27,351      94,253
  Increase in liability for premium and other
   deposit funds..................................     640,006     207,156     460,124
  Net transfers to Separate Accounts..............   4,914,980   5,492,964   2,414,669
                                                    ----------  ----------  ----------
    Total Benefits and Expenses...................   6,680,185   6,556,022   3,479,669
                                                    ----------  ----------  ----------
Net Gain from Operations Before Federal Income
 Taxes............................................      57,620      86,948      56,532
  Federal income tax (benefit) expense............     (14,878)     19,360      14,048
                                                    ----------  ----------  ----------
Net Gain from Operations..........................      72,498      67,588      42,484
  Net realized capital gains, after tax...........       1,544         407         374
                                                    ----------  ----------  ----------
Net Income........................................  $   74,042  $   67,995  $   42,858
                                                    ----------  ----------  ----------
                                                    ----------  ----------  ----------
</TABLE>
 
    The accompanying notes are an integral part of these statutory financial
                                  statements.
<PAGE>
- --------------------------------------------------------------------------------
 
                ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
                            STATUTORY BALANCE SHEETS
 
<TABLE>
<CAPTION>
                                                       AS OF DECEMBER 31,
                                                    ------------------------
                                                       1997         1996
                                                    -----------  -----------
                                                             ($000)
<S>                                                 <C>          <C>
Assets
  Bonds...........................................  $ 1,501,311  $ 1,268,480
  Common stocks...................................       64,408       44,996
  Mortgage loans..................................       85,103            0
  Policy loans....................................       36,533       28,853
  Cash and short-term investments.................      309,432      176,830
  Other invested assets...........................       20,942        2,858
                                                    -----------  -----------
    Total cash and invested assets................    2,017,729    1,522,017
                                                    -----------  -----------
  Investment income due and accrued...............       15,878       14,555
  Premium balances receivable.....................          389          373
  Receivables from affiliates.....................        1,269          257
  Other assets....................................       22,788       19,099
  Separate Account assets.........................   23,208,728   14,619,324
                                                    -----------  -----------
    Total Assets..................................  $25,266,781  $16,175,625
                                                    -----------  -----------
                                                    -----------  -----------
Liabilities
  Aggregate reserves for future benefits..........  $   605,183  $   571,970
  Policy and contract claims......................        5,672        6,806
  Liability for premium and other deposit funds...    1,795,149    1,155,143
  Asset valuation reserve.........................       13,670        7,442
  Payable to affiliates...........................       20,972       10,022
  Other liabilities...............................     (754,393)    (498,195)
  Separate Account liabilities....................   23,208,728   14,619,324
                                                    -----------  -----------
    Total liabilities.............................   24,894,981   15,872,512
                                                    -----------  -----------
Capital and Surplus
  Common stock....................................        2,500        2,500
  Gross paid-in and contributed surplus...........      226,043      226,043
  Unassigned funds................................      143,257       74,570
                                                    -----------  -----------
    Total capital and surplus.....................      371,800      303,113
                                                    -----------  -----------
  Total liabilities, capital and surplus..........  $25,266,781  $16,175,625
                                                    -----------  -----------
                                                    -----------  -----------
</TABLE>
 
    The accompanying notes are an integral part of these statutory financial
                                  statements.
<PAGE>
- --------------------------------------------------------------------------------
 
                ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
             STATUTORY STATEMENTS OF CHANGES IN CAPITAL AND SURPLUS
 
<TABLE>
<CAPTION>
                                                    FOR THE YEARS ENDED DECEMBER 31,
                                                    ---------------------------------
                                                      1997        1996        1995
                                                    ---------   ---------   ---------
                                                                 ($000)
 
<S>                                                 <C>         <C>         <C>
Capital and surplus -- beginning of year            $ 303,113   $ 238,334   $  91,285
                                                    ---------   ---------   ---------
  Net income......................................     74,042      67,995      42,858
  Change in net unrealized capital gains (losses)
   on common stocks and other invested assets.....      2,186      (5,171)      1,709
  Change in asset valuation reserve...............     (6,228)        568      (5,588)
  Change in non-admitted assets...................     (1,313)      1,387      (1,944)
  Aggregate write-ins for surplus (See Note 3)....          0           0       8,080
  Dividends to shareholder........................          0           0     (10,000)
  Paid-in surplus.................................          0           0     111,934
                                                    ---------   ---------   ---------
  Change in capital and surplus...................     68,687      64,779     147,049
                                                    ---------   ---------   ---------
  Capital and surplus -- end of year..............  $ 371,800   $ 303,113   $ 238,334
                                                    ---------   ---------   ---------
                                                    ---------   ---------   ---------
</TABLE>
 
    The accompanying notes are an integral part of these statutory financial
                                  statements.
<PAGE>
- --------------------------------------------------------------------------------
 
                ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
                       STATUTORY STATEMENTS OF CASH FLOWS
 
<TABLE>
<CAPTION>
                                                       FOR THE YEARS ENDED DECEMBER 31,
                                                    ---------------------------------------
                                                       1997          1996          1995
                                                    -----------   -----------   -----------
                                                                    ($000)
<S>                                                 <C>           <C>           <C>
Operations
  Premiums, annuity considerations and fund
   deposits.......................................  $ 2,277,874   $ 2,147,627   $ 1,253,511
  Investment income...............................      101,991       106,178        78,328
  Other income....................................    4,381,718     4,396,892     2,253,466
                                                    -----------   -----------   -----------
    Total income..................................    6,761,583     6,650,697     3,585,305
                                                    -----------   -----------   -----------
  Benefits Paid...................................      529,733       338,998       277,965
  Federal income taxes (received) paid on
   operations.....................................      (14,499)       28,857       208,423
  Other expenses..................................    5,754,725     6,254,139     2,664,385
                                                    -----------   -----------   -----------
  Total benefits and expenses.....................    6,269,959     6,621,994     3,150,773
                                                    -----------   -----------   -----------
  Net cash from operations........................      491,624        28,703       434,532
                                                    -----------   -----------   -----------
Proceeds from Investments
  Bonds...........................................      614,413       871,019       287,941
  Common stocks...................................       11,481        72,100            52
  Other...........................................          152            10            28
                                                    -----------   -----------   -----------
    Net investment proceeds.......................      626,046       943,129       288,021
                                                    -----------   -----------   -----------
Taxes Paid on Capital Gains.......................            0           936           226
Paid-In Surplus...................................            0             0       111,934
  Other Cash Provided.............................            0        41,998        28,199
                                                    -----------   -----------   -----------
    Total Proceeds................................    1,117,670     1,012,894       862,460
                                                    -----------   -----------   -----------
Cost of Investments Acquired
  Bonds...........................................      848,267       914,523       720,521
  Common stocks...................................       28,302        82,495        35,794
  Mortgage loans..................................       85,103             0             0
  Miscellaneous applications......................       18,548           130         2,146
                                                    -----------   -----------   -----------
    Total Investments Acquired....................      980,220       997,148       758,461
                                                    -----------   -----------   -----------
Other Cash Applied
  Dividends paid to stockholders..................            0             0        10,000
  Other...........................................        4,848        12,220         5,007
                                                    -----------   -----------   -----------
    Total other cash applied......................        4,848        12,220        15,007
                                                    -----------   -----------   -----------
      Total applications..........................      985,068     1,009,368       773,468
                                                    -----------   -----------   -----------
Net Change in Cash and Short-Term Investments.....      132,602         3,526        88,992
  Cash and Short-Term Investments, Beginning of
   Year...........................................      176,830       173,304        84,312
                                                    -----------   -----------   -----------
  Cash and Short-Term Investments, End of Year....  $   309,432   $   176,830   $   173,304
                                                    -----------   -----------   -----------
                                                    -----------   -----------   -----------
</TABLE>
 
    The accompanying notes are an integral part of these statutory financial
                                  statements.
<PAGE>
- --------------------------------------------------------------------------------
 
                ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
                    NOTES TO STATUTORY FINANCIAL STATEMENTS
                               DECEMBER 31, 1997
                 (AMOUNTS IN THOUSANDS UNLESS OTHERWISE STATED)
 
 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
ORGANIZATION
 
    ITT Hartford Life and Annuity Insurance Company ("ILA" or "the Company"),
formerly known as ITT Life Insurance Corporation, is a wholly owned subsidiary
of Hartford Life Insurance Company ("HLIC"), which is an indirect subsidiary of
Hartford Life, Inc. ("HLI"), which is majority owned by The Hartford Financial
Services Group, Inc. ("The Hartford"), formerly a wholly owned subsidiary of ITT
Corporation ("ITT"). On February 10, 1997, HLI filed a registration statement,
as amended, with the Securities and Exchange Commission relating to the initial
public offering of HLI Class A Common Stock (the "Offering"). Pursuant to the
Offering on May 22, 1997, HLI sold to the public 26 million shares, representing
18.6% of the equity ownership of HLI. On December 19, 1995, ITT Corporation
distributed all the outstanding shares of The Hartford to ITT shareholders of
record in an action known herein as the "Distribution". As a result of the
Distribution, The Hartford became an independent, publicly traded company.
During 1996, ILA re-domesticated from the State of Wisconsin to the State of
Connecticut.
 
    ILA offers a complete line of ordinary and universal life insurance,
individual annuities and certain supplemental accident and health benefit
coverages.
 
BASIS OF PRESENTATION
 
    The accompanying ILA statutory financial statements were prepared in
conformity with statutory accounting practices prescribed or permitted by the
National Association of Insurance Commissioners ("NAIC") and the State of
Connecticut Department of Insurance.
 
    The preparation of financial statements in conformity with statutory
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reported period. Actual
results could differ from those estimates. The most significant estimates are
for determining the liability for aggregate reserves for future benefits and the
liability for premium and other deposit funds. Although some variability is
inherent in these estimates, management believes the amounts provided are
adequate.
 
    Statutory accounting practices and generally accepted accounting principles
("GAAP") differ in certain significant respects. These differences principally
involve:
 
(1) treatment of policy acquisition costs (commissions, underwriting and selling
    expenses, premium taxes, etc.) which are charged to expense when incurred
    for statutory purposes rather than on a pro-rata basis over the expected
    life of the policy;
 
(2) recognition of premium revenues, which for statutory purposes are generally
    recorded as collected or when due during the premium paying period of the
    contract and which for GAAP purposes, for universal life policies and
    investment products, generally, are only recorded for policy charges for the
    cost of insurance, policy administration and surrender charges assessed to
    policy account balances. Also, for GAAP purposes, premiums for traditional
    life insurance policies are recognized as revenues when they are due from
    policyholders and the retrospective deposit method is used in accounting for
    universal life and other types of contracts where the payment pattern is
    irregular or surrender charges are a significant source of profit. The
    prospective deposit method is used for GAAP purposes where investment
    margins are the primary source of profit;
 
(3) development of liabilities for future policy benefits, which for statutory
    purposes predominantly use interest rate and mortality assumptions
    prescribed by the NAIC which may vary considerably from interest and
    mortality assumptions used for GAAP financial reporting;
 
(4) providing for income taxes based on current taxable income (tax return) only
    for statutory purposes, rather than establishing additional assets or
    liabilities for deferred Federal income taxes to recognize the tax effect
    related to reporting revenues and expenses in different periods for
    financial reporting and tax return purposes;
 
(5) excluding certain GAAP assets designated as non-admitted assets (e.g., past
    due agents' balances and furniture and equipment) from the balance sheet for
    statutory purposes by directly charging surplus;
 
(6) establishing accruals for post-retirement and post-employment health care
    benefits on an option basis, using a twenty year phase-in approach, whereas
    GAAP liabilities are recorded upon adoption of the applicable standard;
<PAGE>
- --------------------------------------------------------------------------------
 
(7) establishing a formula reserve for realized and unrealized losses due to
    default and equity risk associated with certain invested assets (Asset
    Valuation Reserve); as well as the deferral and amortization of realized
    gains and losses, motivated by changes in interest rates during the period
    the asset is held, into income over the remaining life to maturity of the
    asset sold (Interest Maintenance Reserve); whereas on a GAAP basis, no such
    formula reserve is required and realized gains and losses are recognized in
    the period the asset is sold;
 
(8) the reporting of reserves and benefits net of reinsurance ceded, where risk
    transfer has taken place; whereas on a GAAP basis, reserves are reported
    gross of reinsurance with reserve credits presented as recoverable assets;
 
(9) the reporting of fixed maturities at amortized cost, whereas GAAP requires
    that fixed maturities be classified as "held-to-maturity",
    "available-for-sale" or "trading", based on the Company's intentions with
    respect to the ultimate disposition of the security and its ability to
    affect those intentions. The Company's bonds were classified on a GAAP basis
    as "available-for-sale" and accordingly, those investments and common stocks
    were reflected at fair value with the corresponding impact included as a
    component of Stockholder's Equity designated as "Net unrealized capital
    gains (losses) on securities net of tax". For statutory reporting purposes,
    Change in Net Unrealized Capital Gains (Losses) on Common Stocks and Other
    Invested Assets includes the change in unrealized gains (losses) on common
    stock reported at fair value; and
 
(10) separate account liabilities are valued on the Commissioner's Annuity
    Reserve Valuation Method ("CARVM"), with the surplus generated recorded as a
    liability to the general account (and a contra liability on the balance
    sheet of the general account), whereas GAAP liabilities are valued at
    account value.
 
    As of and for the years ended December 31, 1997, 1996 and 1995, the
significant differences between statutory and GAAP basis net income and capital
and surplus for the Company are summarized as follows:
<TABLE>
<CAPTION>
                                    1997          1996         1995
                                ------------   ----------   ----------
<S>                             <C>            <C>          <C>
GAAP Net Income...............  $     58,050   $   41,202   $   38,821
Amortization and
 deferral of policy
 acquisition costs............      (345,658)    (341,572)    (174,341)
Change in unearned revenue
 reserve......................         4,641       55,504       32,300
Deferred taxes................        47,113        2,090        2,801
Separate accounts.............       282,818      306,978      146,635
Other, net....................        27,078        3,793       (3,358)
                                ------------   ----------   ----------
Statutory Net Income..........  $     74,042   $   67,995   $   42,858
                                ------------   ----------   ----------
                                ------------   ----------   ----------
 
<CAPTION>
                                    1997          1996         1995
                                ------------   ----------   ----------
<S>                             <C>            <C>          <C>
GAAP Capital and
 Surplus......................  $    570,469   $  503,887   $  455,541
Deferred policy acquisition
 costs........................    (1,283,771)    (938,114)    (596,542)
Unearned revenue reserve......       134,789      130,148       74,644
Deferred taxes................        64,522       12,823        1,493
Separate accounts.............       923,040      640,101      333,123
Asset valuation reserve.......       (13,670)      (7,442)      (8,010)
Unrealized gains (losses) on
 bonds........................        13,943        5,112       (1,696)
Adjustment relating to Lyndon
 contribution (see Note 3)....       (41,277)     (41,277)     (41,277)
Other, net....................         3,755       (2,125)      21,058
                                ------------   ----------   ----------
Statutory Capital and
 Surplus......................  $    371,800   $  303,113   $  238,334
                                ------------   ----------   ----------
                                ------------   ----------   ----------
</TABLE>
 
AGGREGATE RESERVES FOR FUTURE BENEFITS AND LIABILITY FOR PREMIUM AND OTHER
DEPOSIT FUNDS
 
    Aggregate reserves for payment of future life, health and annuity benefits
were computed in accordance with actuarial standards. Reserves for life
insurance policies are generally based on the 1958 and 1980 Commissioner's
Standard Ordinary Mortality Tables and various valuation rates ranging from 2.5%
to 6%. Accumulation and on-benefit annuity reserves are based principally on
individual annuity tables at various rates ranging from 2.5% to 8.75% and using
CARVM. Accident and health reserves are established using a two year preliminary
term method and morbidity tables based on Company experience.
 
    ILA has established separate accounts to segregate the assets and
liabilities of certain annuity contracts that must be segregated from the
Company's general assets under the terms of the contracts. The assets consist
primarily of marketable securities reported at market value. Premiums, benefits
and expenses of these contracts are reported in the Statutory Statements of
Income.
 
INVESTMENTS
 
    Investments in bonds are carried at amortized cost. Bonds which are deemed
ineligible to be held at amortized cost by the NAIC Securities Valuation Office
("SVO") are carried at the appropriate SVO published value. When a permanent
reduction in the value of publicly traded securities occurs, the decrease is
reported as a realized loss and the carrying value is adjusted accordingly.
Common stocks are carried at fair value with the current year change in the
difference from cost reflected in surplus. Other invested assets are generally
recorded at fair value.
 
    The Asset Valuation Reserve ("AVR") is designed to provide a standardized
reserving process for realized and unrealized losses due to default and equity
risks associated with invested assets. The reserve increased by $6,228 in 1997,
decreased by $568 in 1996 and increased by $5,588 in 1995. Additionally, the
Interest Maintenance Reserve
<PAGE>
- --------------------------------------------------------------------------------
 
("IMR") captures net realized capital gains and losses, net of applicable income
taxes, resulting from changes in interest rates and amortizes these gains or
losses into income over the remaining life of the mortgage loan or bond sold.
Realized capital gains and losses, net of taxes not included in IMR are reported
in the Statutory Statements of Income. Realized investment gains and losses are
determined on a specific identification basis. The amount of net capital losses
reclassified from the IMR was $719 in 1997 and the amount of net capital gains
reclassified was $1,413 and $39 in 1996 and 1995, respectively. The amount of
income amortized was $85, $392 and $256 in 1997, 1996 and 1995, respectively.
 
OTHER LIABILITIES
    The amount reflected in other liabilities includes a receivable from the
separate accounts of $923 million and $640 million as of December 31, 1997 and
1996, respectively. The balances are classified in accordance with NAIC
accounting practices.
 
MORTGAGE LOANS
    Mortgage loans, carried at cost, which approximates fair value, include
investments in assets backed by mortgage loan pools.
 
 2. INVESTMENTS:
 
(A) COMPONENTS OF NET INVESTMENT INCOME
 
<TABLE>
<CAPTION>
                                  1997     1996      1995
                                --------  -------  --------
<S>                             <C>       <C>      <C>
Interest income from bonds and
 short-term investments.......  $100,475  $89,940  $ 76,100
Interest income from policy
 loans........................     1,958    1,846     1,504
Interest and dividends from
 other investments............     1,005    7,864     2,288
                                --------  -------  --------
Gross investment income.......   103,438   99,650    79,892
Less: investment expenses.....     1,153    1,209     1,105
                                --------  -------  --------
Net investment income.........  $102,285  $98,441  $ 78,787
                                --------  -------  --------
                                --------  -------  --------
</TABLE>
 
(B) COMPONENTS OF NET UNREALIZED CAPITAL GAINS (LOSSES) ON COMMON STOCKS
 
<TABLE>
<CAPTION>
                                        1997     1996      1995
                                      --------  -------  --------
<S>                                   <C>       <C>      <C>
Gross unrealized capital gains at
 end of year........................  $    537  $   713  $  1,724
Gross unrealized capital losses at
 end of year........................    (1,820)  (4,160)        0
                                      --------  -------  --------
Net unrealized capital (losses)
 gains..............................    (1,283)  (3,447)    1,724
Balance at beginning of year........    (3,447)   1,724        15
                                      --------  -------  --------
Change in net unrealized capital
 gains (losses) on common stocks....  $  2,164  $(5,171) $  1,709
                                      --------  -------  --------
                                      --------  -------  --------
</TABLE>
 
(C) COMPONENTS OF NET UNREALIZED CAPITAL GAINS (LOSSES) ON BONDS AND SHORT-TERM
    INVESTMENTS
 
<TABLE>
<CAPTION>
                                       1997      1996       1995
                                      -------  --------   --------
<S>                                   <C>      <C>        <C>
Gross unrealized capital gains at
 end of year........................  $23,357  $ 11,821   $ 22,251
Gross unrealized capital losses at
 end of year........................   (1,906)   (3,842)    (1,374)
                                      -------  --------   --------
Net unrealized capital gains........   21,451     7,979     20,877
Balance at beginning of year........    7,979    20,877     33,732
                                      -------  --------   --------
Change in net unrealized capital
 gains (losses) on bonds and
 short-term investments.............  $13,472  $(12,898)  $ 54,609
                                      -------  --------   --------
                                      -------  --------   --------
</TABLE>
 
(D) COMPONENTS OF NET REALIZED CAPITAL GAINS
 
<TABLE>
<CAPTION>
                                            1997      1996     1995
                                           -------   -------  ------
<S>                                        <C>       <C>      <C>
Bonds and short-term investments.........  $  (120)  $ 2,756  $   56
Common stocks............................        0         0      52
Real estate and other....................      114         0       0
                                           -------   -------  ------
Realized capital (losses) gains..........       (6)    2,756     208
Capital gains (benefit) tax..............     (831)      936    (205)
                                           -------   -------  ------
Net realized capital gains, after tax....      825     1,820     413
Less: IMR capital (losses) gains.........     (719)    1,413      39
                                           -------   -------  ------
Net realized capital gains...............  $ 1,544   $   407  $  374
                                           -------   -------  ------
                                           -------   -------  ------
</TABLE>
 
(E) OFF-BALANCE SHEET INVESTMENTS
 
    The Company had no significant financial instruments with off-balance sheet
risk as of December 31, 1997 and 1996.
 
(F) CONCENTRATION OF CREDIT RISK
 
    Excluding U.S. government and government agency investments, the Company is
not exposed to any significant concentration of credit risk.
<PAGE>
- --------------------------------------------------------------------------------
 
(G) BONDS, SHORT-TERM INVESTMENTS AND COMMON STOCKS
 
<TABLE>
<CAPTION>
                                                               GROSS        GROSS
                                                AMORTIZED    UNREALIZED   UNREALIZED      FAIR
1997                                              COST         GAINS        LOSSES        VALUE
- ---------------------------------------------  -----------   ----------   ----------   -----------
<S>                                            <C>           <C>          <C>          <C>
U.S. government and government agencies and
 authorities:
  Guaranteed and sponsored...................  $    11,114     $    55      $   (51)   $    11,118
  Guaranteed and sponsored -- asset-backed...       55,506       1,056         (269)        56,293
States, municipalities and political
 subdivisions................................       26,404         329            0         26,733
International governments....................        7,609         500            0          8,109
Public utilities.............................       73,024         754         (132)        73,646
All other corporate..........................      517,715      14,110         (704)       531,121
All other corporate -- asset-backed..........      630,069       5,005         (739)       634,335
Short-term investments.......................      277,330          33           (8)       277,355
Certificates of deposit......................       93,770       1,515           (3)        95,282
Parents, subsidiaries and affiliates.........       86,100           0            0         86,100
                                               -----------   ----------   ----------   -----------
Total bonds and short-term investments.......  $ 1,778,641     $23,357      $(1,906)   $ 1,800,092
                                               -----------   ----------   ----------   -----------
                                               -----------   ----------   ----------   -----------
</TABLE>
 
<TABLE>
<CAPTION>
                                                               GROSS        GROSS
                                                             UNREALIZED   UNREALIZED      FAIR
1997                                              COST         GAINS        LOSSES        VALUE
- ---------------------------------------------  -----------   ----------   ----------   -----------
<S>                                            <C>           <C>          <C>          <C>
Common stock -- unaffiliated.................  $    30,307     $   537      $     0    $    30,844
Common stock -- affiliated...................       35,384           0       (1,820)        33,564
                                               -----------   ----------   ----------   -----------
Total common stocks..........................  $    65,691     $   537      $(1,820)   $    64,408
                                               -----------   ----------   ----------   -----------
                                               -----------   ----------   ----------   -----------
</TABLE>
 
<TABLE>
<CAPTION>
                                                               GROSS        GROSS
                                                AMORTIZED    UNREALIZED   UNREALIZED      FAIR
1997                                              COST         GAINS        LOSSES        VALUE
- ---------------------------------------------  -----------   ----------   ----------   -----------
<S>                                            <C>           <C>          <C>          <C>
U.S. government and government agencies and
 authorities:
  Guaranteed and sponsored...................  $    58,761     $     6      $  (195)   $    58,572
  Guaranteed and sponsored -- asset-backed...       78,237       1,477         (609)        79,105
States, municipalities and political
 subdivisions................................       25,958         163           (2)        26,119
International governments....................        7,447         205            0          7,652
Public utilities.............................       70,116         396         (424)        70,088
All other corporate..........................      410,530       6,357       (1,355)       415,532
All other corporate -- asset-backed..........      485,953       2,654       (1,081)       487,526
Short-term investments.......................      148,094           0          (66)       148,028
Certificates of deposit......................       83,378         563         (110)        83,831
Parents, subsidiaries and affiliates.........       48,100           0            0         48,100
                                               -----------   ----------   ----------   -----------
Total bonds and short-term investments.......  $ 1,416,574     $11,821      $(3,842)   $ 1,424,553
                                               -----------   ----------   ----------   -----------
                                               -----------   ----------   ----------   -----------
</TABLE>
 
<TABLE>
<CAPTION>
                                                               GROSS        GROSS
                                                             UNREALIZED   UNREALIZED      FAIR
1997                                              COST         GAINS        LOSSES        VALUE
- ---------------------------------------------  -----------   ----------   ----------   -----------
<S>                                            <C>           <C>          <C>          <C>
Common stock -- unaffiliated.................  $    13,064     $   713      $     0    $    13,777
Common stock -- affiliated...................       35,379           0       (4,160)        31,219
                                               -----------   ----------   ----------   -----------
Total common stocks..........................  $    48,443     $   713      $(4,160)   $    44,996
                                               -----------   ----------   ----------   -----------
                                               -----------   ----------   ----------   -----------
</TABLE>
 
    The amortized cost and estimated fair value of bonds and short-term
investments at December 31, 1997 by management's anticipated maturity are shown
below. Asset-backed securities are distributed to maturity year based on ILA's
estimate of the rate of future prepayments of principal
<PAGE>
- --------------------------------------------------------------------------------
 
over the remaining life of the securities. Expected maturities differ from
contractual maturities reflecting borrowers' rights to call or prepay their
obligations.
 
<TABLE>
<CAPTION>
                                               AMORTIZED    ESTIMATED
MATURITY                                          COST     FAIR VALUE
- ---------------------------------------------  ----------  -----------
<S>                                            <C>         <C>
Due in one year or less......................  $  424,518  $   696,203
Due after one year through five years........     586,980      708,365
Due after five years through ten years.......     451,963      295,896
Due after ten years..........................     315,180       99,628
                                               ----------  -----------
  Total......................................  $1,778,641  $ 1,800,092
                                               ----------  -----------
                                               ----------  -----------
</TABLE>
 
    Proceeds from sales of investments in bonds and short-term investments
during 1997, 1996 and 1995 were $367,626, $668,078 and $313,961, respectively,
resulting in gross realized gains of $964, $3,675 and $1,419, respectively, and
gross realized losses of $1,084, $919 and $1,263, respectively, before transfers
to IMR. The Company had realized gains of $52 during 1995 from a capital gain
distribution.
 
(H) FAIR VALUE OF FINANCIAL INSTRUMENTS
 
    BALANCE SHEET ITEMS (IN MILLIONS):
 
<TABLE>
<CAPTION>
                                                      1997                 1996
                                               ------------------   ------------------
                                               CARRYING    FAIR     CARRYING    FAIR
                                                AMOUNT     VALUE     AMOUNT     VALUE
                                               --------   -------   --------   -------
<S>                                            <C>        <C>       <C>        <C>
ASSETS
  Bonds and short-term investments...........   $1,778    $ 1,800    $1,417    $ 1,425
  Common stocks..............................       64         64        45         45
  Policy loans...............................       37         37        29         29
  Mortgage loans.............................       85         85         0          0
  Other invested assets......................       21         21         3          3
LIABILITIES
  Liabilities on investment contracts........   $1,911    $ 1,835    $1,245    $ 1,191
</TABLE>
 
    The carrying amounts for policy loans approximates fair value. The fair
value of liabilities on investment contracts are determined by forecasting
future cash flows and discounting the forecasted cash flows at current market
rates.
 
 3. RELATED PARTY TRANSACTIONS:
 
    Transactions between the Company and its affiliates within The Hartford
relate principally to tax settlements, reinsurance, service fees, capital
contributions and payments of dividends. The Company has also invested in bonds
of its subsidiaries, Hartford Financial Services Corporation and HL Investment
Advisors, Inc., and common stock of its subsidiary, ITT Hartford Life, LTD.
 
    On June 30, 1995, the assets of Lyndon Insurance Company were contributed to
ILA. As a result, ILA received approximately $365 million in bonds and
short-term investments, common stocks and cash, $28 million in policy reserves,
$187 million of current tax liability, $26 million in IMR, $8 million in AVR
(offset by an aggregate write-in to surplus), and $4 million of other
liabilities. The assets in excess of liabilities of $112 million were recorded
as an increase to paid-in surplus.
 
    For additional information, see Note 5.
 
 4. FEDERAL INCOME TAXES:
 
    The Company and The Hartford have entered into a tax sharing agreement under
which each member in the consolidated U.S. Federal income tax return will make
payments between them such that, with respect to any period, the amount of taxes
to be paid by the Company, subject to certain adjustments, generally will be
determined as though the Company were to file separate Federal, state and local
income tax returns.
 
    As long as The Hartford continues to beneficially own, directly or
indirectly, at least 80% of the combined voting power and 80% of the value of
the outstanding capital stock of HLI, the Company will be included for Federal
income tax purposes in the consolidated group of which The Hartford is the
common parent. It is the current intention of The Hartford and its subsidiaries
to continue to file a single consolidated Federal income tax return. The Company
will continue to remit (receive from) The Hartford a current income tax
provision (benefit) computed in accordance with such tax sharing agreement.
Federal income taxes (received) paid by the Company were $(14,499), $29,792 and
$215,921 in 1997, 1996 and 1995, respectively. The effective tax rate was (26)%,
22% and 25% in 1997, 1996 and 1995, respectively. The following schedule
provides a reconciliation of the tax provision at the U.S. Federal Statutory
rate to Federal income tax (benefit) expense (in millions).
 
<TABLE>
<CAPTION>
                                               1997    1996    1995
                                               -----   -----   -----
<S>                                            <C>     <C>     <C>
Tax provision at U.S. Federal statutory
 rate........................................  $  20   $  30   $  20
Tax deferred acquisition costs...............     25      27       8
Statutory to tax reserve differences.........      1       0       3
Unrealized gain on separate accounts.........    (44)    (21)    (13)
Investments and other........................    (17)    (17)     (4)
                                               -----   -----   -----
Federal income tax (benefit) expense.........  $ (15)  $  19   $  14
                                               -----   -----   -----
                                               -----   -----   -----
</TABLE>
 
 5. CAPITAL AND SURPLUS AND SHAREHOLDER
   DIVIDEND RESTRICTIONS:
 
    The maximum amount of dividends which can be paid, without prior approval,
by State of Connecticut insurance companies to shareholders is subject to
restrictions relating to statutory surplus. Dividends are paid as determined by
the Board of Directors and are not cumulative. No dividends were paid in 1997 or
1996. ILA paid dividends of $10 million to its parent, HLIC, in 1995. As a
result of the Distribution by ITT, the assets of ITT Lyndon Insurance Company
(Lyndon) were contributed to ILA in June 1995. Substantially all the business
was removed from Lyndon prior to the contribution. The amount of assets which
<PAGE>
- --------------------------------------------------------------------------------
 
exceeded liabilities at the contribution date ($112 million) was included in
paid-in surplus.
 
 6. PENSION PLANS AND OTHER POST-RETIREMENT AND POST-EMPLOYMENT BENEFITS:
 
    The Company's employees are included in The Hartford's non-contributory
defined benefit pension plans. These plans provide pension benefits that are
based on years of service and the employee's compensation during the last ten
years of employment. The Company's funding policy is to contribute annually an
amount between the minimum funding requirements set forth in the Employee
Retirement Income Security Act of 1974 and the maximum amount that can be
deducted for Federal income tax purposes. Generally, pension costs are funded
through the purchase of HLIC's group pension contracts. Pension expense was
$265, $358, and $1,034 in 1997, 1996 and 1995, respectively. Liabilities for the
plan are held by The Hartford.
 
    The Company also participates in The Hartford's Investment and Savings Plan,
which includes a deferred compensation option under IRC section 401(k) and an
ESOP allocation under IRC section 404(k). The liabilities for these plans are
included in the financial statements of The Hartford. The cost to ILA was not
material in 1997, 1996 and 1995.
 
    The Company's employees are included in The Hartford's contributory defined
health care and life insurance benefit plans. These plans provide health care
and life insurance benefits for retired employees. Substantially all employees
may become eligible for those benefits if they reach normal or early retirement
age while still working for the Company. The Company has prefunded a portion of
the health care and life insurance obligations through trust funds where such
prefunding can be accomplished on a tax effective basis. Amounts allocated by
The Hartford for post-retirement health care and life insurance benefits expense
(not including provisions for accrual of post-retirement benefit obligations)
are immaterial. The assumed rate of future increases in the per capita cost of
health care (the health care trend rate) was 8.5% for 1997, decreasing ratably
to 6% in the year 2001. Increasing the health care trend rates by one percent
per year would have an immaterial impact on the accumulated post-retirement
benefit obligation and the annual expense. The cost to ILA was not material in
1997, 1996 and 1995.
 
    Post-employment benefits are primarily comprised of obligations to provide
medical and life insurance to employees on long-term disability. Post-employment
benefit expense was not material in 1997, 1996 and 1995.
 
 7. REINSURANCE:
 
    The Company cedes insurance to non-affiliated insurers in order to limit its
maximum loss. Such transfer does not relieve ILA of its primary liability. ILA
also assumes insurance from other insurers.
 
    Life insurance net retained premiums were comprised of the following:
 
<TABLE>
<CAPTION>
                                      1997      1996      1995
                                    --------  --------  --------
<S>                                 <C>       <C>       <C>
Direct premiums...................  $266,427  $226,612  $159,918
Premiums assumed..................    51,630    33,817    13,299
Premiums ceded....................   (21,412)  (10,185)   (7,425)
                                    --------  --------  --------
Premiums and annuity
 considerations...................  $296,645  $250,244  $165,792
                                    --------  --------  --------
                                    --------  --------  --------
</TABLE>
 
    The Company cedes to RGA Reinsurance Company, on a modified coinsurance
basis, 80% of the variable annuity business written since 1994.
 
 8. SEPARATE ACCOUNTS:
 
    The Company maintains separate account assets and liabilities totaling $23.2
billion and $14.6 billion at December 31, 1997 and 1996, respectively. Separate
account assets are reported at fair value and separate account liabilities are
determined in accordance with CARVM, which approximates the market value less
applicable surrender charges. Separate account assets are segregated from other
investments, the policyholder assumes the investment risk, and the investment
income and gains and losses accrue directly to the policyholder. Separate
account management fees, net of minimum guarantees, were $252 million, $144
million and $72 million in 1997, 1996 and 1995, respectively, and are recorded
as a component of other revenues on the Statutory Statements of Income.
 
 9. COMMITMENTS AND CONTINGENCIES:
 
    As of December 31, 1997 and 1996, the Company had no material contingent
liabilities, nor had the Company committed any surplus funds for any contingent
liabilities or arrangements. The Company is involved in various legal actions
which have arisen in the normal course of its business. In the opinion of
management, the ultimate liability with respect to such lawsuits as well as
other contingencies is not considered to be material in relation to the results
of operations and financial position of the Company.
 
    Under insurance guaranty laws in most states, insurers doing business
therein can be assessed up to prescribed limits for policyholder losses incurred
by insolvent companies. The amount of any future assessments on ILA under these
laws cannot be reasonably estimated. Most of the laws do provide, however, that
an assessment may be excused or deferred if it would threaten an insurer's own
financial strength. Additionally, guaranty fund assessments are used to reduce
state premium taxes paid by the Company in certain states. ILA paid guaranty
fund assessments of $1,544, $1,262 and $1,684 in 1997, 1996 and 1995,
respectively. ILA incurred guaranteed fund expense of $548 in 1997 and 1996 and
$0 in 1995.
<PAGE>


                                     PART C

<PAGE>

                                OTHER INFORMATION

Item 24.  Financial Statements and Exhibits

     (a)  All financial statements are included in Part A and Part B of the
          Registration Statement.

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

          (2)  Not applicable.

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

               (b)  Form of Dealer Agreement.(2)

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

          (5)  Form of Application.(2)
   
          (6)  (a)  Certificate of Incorporation of Hartford.(3)
    
          (6)  (b)  Bylaws of Hartford.(2)

          (7)  Not applicable.

          (8)  Form of Share Purchase Agreement by the Registrant and Woodward
               Variable Annuity Fund.(1)


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

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

          (11) No financial statements are omitted.

          (12) Not applicable.

          (13) Not applicable.

          (14) Not applicable.
- ------------------------------
(1)       Incorporated by reference to Post-Effective Amendment No. 1, to the
          Registration Statement File No. 33-86330, dated May 1, 1995.

(2)       Incorporated by reference to Post-Effective Amendment No. 2, to the
          Registration Statement File No. 33-86330, dated May 1, 1996.
   
(3)       Incorporated by reference to Post-Effective Amendment No. 11, to 
          the Registration Statement File No. 33-73568, dated June 1, 1998.
    

<PAGE>


          (15) Copy of Power of Attorney.

          (16) Organizational Chart.
Item 25.  Directors and Officers of the Depositor
   
 ------------------------------------------------------------------------------
 NAME, AGE                      POSITION WITH HARTFORD
 ------------------------------------------------------------------------------
 Wendell J. Bossen              Vice President
 ------------------------------------------------------------------------------
 Gregory A. Boyko               Senior Vice President, Director*
 ------------------------------------------------------------------------------
 Peter W. Cummins               Senior Vice President
 ------------------------------------------------------------------------------
 Ann M. deRaismes               Senior Vice President
 ------------------------------------------------------------------------------
 James R. Dooley                Vice President
 ------------------------------------------------------------------------------
 Timothy M. Fitch               Vice President
 ------------------------------------------------------------------------------
 David T. Foy                   Senior Vice President and Treasurer
 ------------------------------------------------------------------------------
 J. Richard Garrett             Vice President and Assistant Treasurer
 ------------------------------------------------------------------------------
 Donald J. Gillette             Vice President
 ------------------------------------------------------------------------------
 John P. Ginnetti               Executive Vice President
 ------------------------------------------------------------------------------
 William A.  Godfrey, III       Senior Vice President
 ------------------------------------------------------------------------------
 Lynda Godkin                   Senior Vice President, General Counsel, and
                                Corporate Secretary, Director*
 ------------------------------------------------------------------------------
 Lois W. Grady                  Senior Vice President
 ------------------------------------------------------------------------------
 Christopher Graham             Vice President
 ------------------------------------------------------------------------------
 Mark E. Hunt                   Vice President
 ------------------------------------------------------------------------------
 Stephen T. Joyce               Vice President
 ------------------------------------------------------------------------------
 Michael D. Keeler              Vice President
 ------------------------------------------------------------------------------
 Robert A. Kerzner              Senior Vice President
 ------------------------------------------------------------------------------
 David N. Levenson              Vice President
 ------------------------------------------------------------------------------
 William B. Malchodi, Jr.       Vice President
 ------------------------------------------------------------------------------
 Thomas M. Marra                Executive Vice President and Director,
                                Individual Life and Annuity Division, Director*
 ------------------------------------------------------------------------------
    
<PAGE>

                                       -3-

 ------------------------------------------------------------------------------
 NAME, AGE                      POSITION WITH HARTFORD
 ------------------------------------------------------------------------------
 Steven L.  Matthiesen          Vice President
 ------------------------------------------------------------------------------
 C. Michael O'Halloran          Vice President
 ------------------------------------------------------------------------------
 Daniel E. O'Sullivan           Vice President
 ------------------------------------------------------------------------------
 Craig D. Raymond               Senior Vice President and Chief Actuary
 ------------------------------------------------------------------------------
 David T. Schrandt              Vice President
 ------------------------------------------------------------------------------
 Lowndes A. Smith               President and Chief Executive Officer,
                                Director*
 ------------------------------------------------------------------------------
 Raymond P. Welnicki            Senior Vice President
 ------------------------------------------------------------------------------
 Walter C. Welsh                Senior Vice President
 ------------------------------------------------------------------------------
 Lizabeth H. Zlatkus            Senior Vice President
 ------------------------------------------------------------------------------
 David M. Znamierowski          Senior Vice President, Director*
 ------------------------------------------------------------------------------


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

     *Denotes date of election to Board of Directors.

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

     Filed herewith as Exhibit  16.

Item 27.  Number of Contract Owners
   
     As of June 30, 1998 there were 239,854 Contract Owners.
    
Item 28.  Indemnification

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


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

<PAGE>

                                       -4-

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


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


Notwithstanding the fact that Connecticut law obligates the Registrant to
indemnify only a director that was successful on the merits in a suit, under
Article VIII, Section 2 of the Registrant's bylaws, the Registrant must
indemnify both directors and officers of the Registrant who are parties or
threatened to be parties to a legal proceeding by reason of his being or having
been a director or officer of the Registrant for any expenses if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the company, and with respect to criminal proceedings, had no
reason to believe his conduct was unlawful.  Unless otherwise mandated by a
court, no indemnification shall be made if such officer or director is adjudged
to be liable for negligence or misconduct in the performance of his duty to the
Registrant.


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

Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Act") may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.  In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.



<PAGE>

                                       -5-

Item 29.  Principal Underwriters

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

          Hartford Life Insurance Company - Separate Account One
          Hartford Life Insurance Company - Separate Account Two
          Hartford Life Insurance Company - Separate Account Two (DC Variable
          Account I)
          Hartford Life Insurance Company - Separate Account Two (DC Variable
          Account II)
          Hartford Life Insurance Company - Separate Account Two (QP Variable
          Account)
          Hartford Life Insurance Company - Separate Account Two (Variable
          Account "A")
          Hartford Life Insurance Company - Separate Account Two (NQ Variable
          Account)
          Hartford Life Insurance Company - Putnam Capital Manager Trust
          Separate Account
          Hartford Life Insurance Company - Separate Account Three
          Hartford Life Insurance Company - Separate Account Five
          Hartford Life and Annuity Insurance Company - Separate Account One
          Hartford Life and Annuity Insurance Company - Putnam Capital Manager
          Trust
          Separate Account Two
          Hartford Life and Annuity Insurance Company - Separate Account Three
          Hartford Life and Annuity Insurance Company - Separate Account Five
          Hartford Life and Annuity Insurance Company - Separate Account Six
          American Maturity Life Insurance Company - Separate Account AMLVA


     (b)  Directors and Officers of HSD

     Name and Principal            Positions and Offices
       Business Address               With Underwriter
     ------------------            ---------------------

     Lowndes A. Smith              President and Chief Financial Officer,
                                   Director
     John P. Ginnetti              Executive Vice President, Director
     Thomas M. Marra               Executive Vice President, Director
     Lynda Godkin                  Senior Vice President, General Counsel &
                                   Corporate Secretary
     Peter W. Cummins              Senior  Vice President
     Donald E. Waggaman, Jr.       Treasurer
     George R. Jay                 Controller


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

Item 30.  Location of Accounts and Records



<PAGE>

                                       -6-


     All of the accounts, books, records or other documents required to be kept
     by Section 31(a) of the Investment Company Act of 1940 and rules thereunder
     are maintained by Hartford at 200 Hopmeadow Street, Simsbury, Connecticut
     06089.

Item 31.  Management Services

     All management contracts are discussed in Part A and Part B of this
     Registration Statement.

Item 32.  Undertakings

     (a)  The Registrant hereby undertakes to file a post-effective amendment to
          this Registration Statement as frequently as is necessary to ensure
          that the audited financial statements in the Registration Statement
          are never more than 16 months old so long as payments under the
          Variable Annuity Contracts may be accepted.


     (b)  The Registrant hereby undertakes to include either (1) as part of any
          application to purchase a  Contract offered by the Prospectus, a space
          that an applicant can check to request a Statement of Additional
          Information, or (2) a post card or similar written communication
          affixed to or included in the Prospectus that the applicant can remove
          to send for a Statement of Additional Information.

<PAGE>

                                       -7-


     (c)  The Registrant hereby undertakes to deliver any Statement of
          Additional Information and any financial statements required to be
          made available under this Form promptly upon written or oral request.

     (d)  Hartford hereby represents that the aggregate fees and charges under
          the Contracts are reasonable in relation to the services rendered, the
          expenses expected to be incurred, and the risks assumed by Hartford.


          The Registrant is relying on the no-action letter issued by the
          Division of Investment Management to American Council of Life
          Insurance, Ref. No. IP-6-88, November 28, 1988.  The Registrant has
          complied with the provisions one through four of the no-action letter.


<PAGE>

                                      SIGNATURES

   
As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant certifies that it meets all the requirements for
effectiveness of this Registration Statement pursuant to Rule 485(b) under the
Securities Act of 1933 and duly caused this Registration Statement to be signed
on its behalf, in the City of Simsbury, and State of Connecticut on this 15th
day of September, 1998.
    

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

*By:  /s/ Thomas M. Marra                              *By:  /s/ Lynda Godkin
      ----------------------------------------              --------------------
     Thomas M. Marra, Executive Vice President              Lynda Godkin
                                                            Attorney-in-Fact



HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
     (Depositor)

*By:  /s/ Thomas M. Marra
     -----------------------------------------
     Thomas M. Marra, Executive Vice President


Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons and in the capacity and on
the date indicated.
   
Gregory A. Boyko, Senior Vice President, 
Director*
Lynda Godkin, Senior Vice President,                   *By:  /s/ Lynda Godkin
General Counsel and Corporate Secretary                     --------------------
Thomas M. Marra, Executive Vice                             Lynda Godkin
  President, Director*                                      Attorney-In-Fact
Lowndes A. Smith, President &
  Chief Operating Officer,                        Dated: September 15, 1998
  Director*
David M. Znamierowski, Senior Vice
  President, Director*
    

<PAGE>

EXHIBIT INDEX

   
    

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

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

(15)           Copy of Power of Attorney.

(16)           Organizational Chart.
    

<PAGE>

                                                                       EXHIBIT 9


                                                     THE  [LOGO]              
                                                     HARTFORD                  



September 15, 1998                                   Lynda Godkin
                                                     General Counsel & Secretary
                                                     Law Department             

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

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

Dear Sir/Madam:

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

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

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

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

<PAGE>

Board of Directors
Hartford Life and Annuity Insurance Company
September 15, 1998
Page 2


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

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

Sincerely,

/s/ Lynda Godkin

Lynda Godkin


<PAGE>

                                                                      EXHIBIT 10




                                 ARTHUR ANDERSEN LLP




                      CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS



As independent public accountants, we hereby consent to the use of our 
reports (and to all references to our Firm) included in or made a part of this
Registration Statement File No. 33-56790 for Hartford Life and Annuity 
Insurance Company Separate Account One on Form N-4.

                                             /s/ Arthur Andersen LLP


Hartford, Connecticut
September 28, 1998



<PAGE>
                                                   
 



                     HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
                                          
                                 POWER OF ATTORNEY
                                          
                                  Gregory A. Boyko
                                    Lynda Godkin
                                  Thomas M. Marra
                                  Lowndes A. Smith
                                David M. Znamierowski
                                          
do hereby jointly and severally authorize Lynda Godkin, Marianne O'Doherty, 
and Leslie T. Soler to sign as their agent, any Registration Statement, 
pre-effective amendment, post-effective amendment and any application for 
exemptive relief of the Hartford Life and Annuity Insurance Company under the 
Securities Act of 1933 and/or the Investment Company Act of 1940.

IN WITNESS WHEREOF, the undersigned have executed this Power of Attorney for the
purpose herein set forth.

   /s/ Gregory A. Boyko                   Dated as of March 16, 1998 
- ------------------------------            -------------------------- 
       Gregory A. Boyko

   /s/ Lynda Godkin                       Dated as of March 16, 1998 
- ------------------------------            -------------------------- 
       Lynda Godkin

   /s/ Thomas M. Marra                    Dated as of March 16, 1998 
- ------------------------------            -------------------------- 
       Thomas M. Marra

   /s/ Lowndes A. Smith                   Dated as of March 16, 1998 
- ------------------------------            -------------------------- 
       Lowndes A. Smith

   /s/ David M. Znamierowski              Dated as of March 16, 1998 
- ------------------------------            -------------------------- 
       David M. Znamierowski



<PAGE>
                                    





<TABLE>
<CAPTION>

<S>                                                                            <C>
                                                 THE HARTFORD 
                                  The Hartford Financial Services Group, Inc.
                                                  (Delaware)
                                                       |
- -------------------------------------------------------------------------------------------------------------
                                             Nutmeg Insurance Company             The Hartford Investment
                                                  (Connecticut)                       Management Company
                                                       |                                 (Delaware)
                                        Hartford Fire Insurance Company                      |
                                                  (Connecticut)                     Hartford Investment
                                                       |                              Services, Inc.
                                   Hartford Accident and Indemnity Company             (Connecticut)
                                                  (Connecticut)
                                                       |
                                              Hartford Life, Inc.
                                                  (Delaware)
                                                       |
                                 Hartford Life and Accident Insurance Company
                                                  (Connecticut)
                                                       |
                                                       |
                                                       |
- -------------------------------------------------------------------------------------------------------------
Alpine Life    Hartford Financial         Hartford Life        American Maturity      ITT Hartford Canada
Insurance      Services Life              Insurance Company    Life Insurance         Holdings, Inc.
Company        Insurance Co.              (Connecticut)        Company                (Canada)
(New Jersey)   (Connecticut)                        |          (Connecticut)               |
                                                    |               |                      |
                                                    |          AML Financial, Inc.         |
                                                    |          (Connecticut)          Hartford Life
                                                    |                                 Insurance Company
                                                    |                                 of Canada
                                                    |                                 (Canada)
                                                    |
                                                    |
- -------------------------------------------------------------------------------------------------------------
Hartford Life and Annuity         ITT Hartford International      Hartford Financial Services   Royal Life
Insurance Company                 Life Reassurance Corporation    Corporation                   Insurance
(Connecticut)                     (Connecticut)                   (Delaware)                    Company of
      |                                                               |                         America
      |                                                               |                         (Connecticut)
      |                                                               |
ITT Hartford Life, Ltd.                                               |
(Bermuda)                                                             |
                                                                      |
                                                                      |
- -------------------------------------------------------------------------------------------------------------
MS Fund         HL Funding       HL Investment    Hartford       Hartford Securities      Hartford-Comp. Emp.
America         Company, Inc.    Advisors, Inc.   Equity Sales   Distribution             Benefit Service
1993-K, Inc.    (Connecticut)    (Connecticut)    Company, Inc.  Company, Inc.            Company
(Delaware)                            |           (Connecticut)  (Connecticut)            (Connecticut)
                                      |
                                 Hartford Investment
                                 Financial Services 
                                 Company
                                 (Delaware)
</TABLE>




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