ITT HARTFORD LIFE & ANNUITY INSURANCE CO SEPARATE ACCOUNT ON
485BPOS, 1999-11-12
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<PAGE>

As filed with the Securities and Exchange Commission on November 12, 1999.
                                                              File No. 333-19607
                                                                        811-7426

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

    Pre-Effective Amendment No.                                   [   ]
                                 -------
    Post-Effective Amendment No.    4                             [X]
                                 -------

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No.   41                                                       [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
                                 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 November 15, 1999 pursuant to paragraph (b) of Rule 485
         --------
                  60 days after filing pursuant to paragraph (a)(1) of Rule 485
         --------
                  on __________, 1999 pursuant to paragraph (a)(1) of Rule 485
         --------
                  this post-effective amendment designates a new effective date
         -------- for a previously filed post-effective amendment.


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

                              CROSS REFERENCE SHEET
                             PURSUANT TO RULE 495(a)
                             -----------------------


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

       1.    Cover Page                    Hartford Life and Annuity Insurance
                                           Company, The Separate Account

       2.    Definitions                   Definitions

       3.    Synopsis or Highlights        Highlights

       4.    Condensed Financial           Accumulation Unit Values
             Information

       5.    General Description of        General Contract Information
             Registrant

       6.    Deductions                    The Contract: Charges and Fees

       7.    General Description of        The Contract
             Annuity Contracts

       8.    Annuity Period                Annuity Payouts

       9.    Death Benefit                 The Contract: Death Benefit

       10.   Purchases and Contract Value  The Contract

       11.   Redemptions                   The Contract: Surrenders

       12.   Taxes                         Federal Tax Considerations

       13.   Legal Proceedings             Other Information: Legal Matters &
                                            Experts

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

       15.   Cover Page                    Part B; Statement of Additional
                                           Information

       16.   Table of Contents             Table of Contents

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

<PAGE>

       18.   Services                      None

       19.   Purchase of Securities        Distribution of Contracts
             being Offered

       20.   Underwriters                  Distribution of Contracts

       21.   Calculation of Performance    Calculation of Yield and Return
             Data

       22.   Annuity Payments              Annuity Payouts

       23.   Financial Statements          Financial Statements

       24.   Financial Statements and      Financial Statements and
             Exhibits                      Exhibits

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

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

                                  Parts A and B

The Prospectus and Statement of Additional Information are incorporated in Parts
A and B, respectively, of this Post-Effective Amendment No. 4, by reference to
Post-Effective Amendment No. 3 to the Registration Statement on Form N-4 (File
No. 333-19607), as filed on April 13, 1999 and declared effective on May 3,
1999.

A Supplement to the Prospectus, dated November 15, 1999 is included in Part A of
this Post-Effective Amendment.


<PAGE>

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

     SUPPLEMENT DATED NOVEMBER 15, 1999 TO THE PROSPECTUS DATED MAY 3, 1999

In the section entitled "Fee and Expense Tables," under the first table entitled
"Contract Owner Transaction Expenses," the footnote beginning with an asterisk
is deleted and replaced with the following:

     *Only applies to the following Annuity Payout Options after the Income
     Start Date: Life Annuity with Payments Guaranteed for a Specified Number of
     Years, Joint and Last Survivor Annuity with Payments Guaranteed for a
     Specified Number of Years, and Payments Guaranteed for a Specified Number
     of Years.

In the section entitled "Highlights," under the subsection entitled "What type
of sales charge will I pay?" the second sentence is deleted and replaced with
the following:

     We will charge you a Contingent Deferred Sales Charge when you fully or
     partially Surrender your Annuity if you selected one of the following
     Annuity Payout Options after the Income Start Date: Life Annuity with
     Payments Guaranteed for a Specified Number of Years, Joint and Last
     Survivor Annuity with Payments Guaranteed for a Specified Number of Years,
     and Payments Guaranteed for a Specified Number of Years.

In the section entitled "Highlights," under the subsection entitled "Can I take
out any of my money?" the first sentence is deleted and replaced with the
following:

     You may surrender some or all of the amount you invested after Annuity
     Payouts begin only if you selected one of the following Annuity Payout
     Options: Life Annuity with Payments Guaranteed for a Specified Number of
     Years, Joint and Last Survivor Annuity with Payments Guaranteed for a
     Specified Number of Years, or Payments Guaranteed for a Specified Number of
     Years.

In the section entitled "Charges and Fees," under the subsection entitled "1.
Contingent Deferred Sales Charge," in the first paragraph the first sentence is
deleted and replaced with the following:

     The Contingent Deferred Sales Charge is deducted when you request a full or
     partial Surrender if you selected one of the following Annuity Payout
     Options: Life Annuity with Payments Guaranteed for a Specified Number of
     Years, Joint and Last Survivor Annuity with Payments Guaranteed for a


<PAGE>

     Specified Number of Years, or Payments Guaranteed for a Specified Number of
     Years.

In the section entitled "Charges and Fees," under the subsection entitled
"1. Contingent Deferred Sales Charge," in the second paragraph the first
sentence is deleted.

In the section entitled "Surrenders," the second and third paragraphs under the
subheading "Surrenders after the Income Start Date" are deleted and replaced
with the following:

     SURRENDERS AFTER THE INCOME START DATE: You may fully or partially
     Surrender your Contract on or after the Income Start Date only if you
     selected one of the following Annuity Payout Options: Life Annuity with
     Payments Guaranteed for a Specified Number of Years, Joint and Last
     Survivor Annuity with Payments Guaranteed for a Specified Number of Years,
     or Payments Guaranteed for a Specified Number of Years. You may only
     surrender prior to the end of the Specified Number of Years.

     If you selected PAYMENTS GUARANTEED FOR A SPECIFIED NUMBER OF YEARS, you
     may surrender your contract for a Commuted Value minus any applicable
     Contingent Deferred Sales Charge. If you fully surrender under this Option,
     annuity payments will cease and the contract will be terminated. If you
     partially surrender your contract under this Option, annuity payments for
     the remainder of the Specified Number of Years will be reduced by the same
     percentage as the percentage surrendered from the maximum value available
     for surrender.

     If you selected LIFE ANNUITY WITH PAYMENTS GUARANTEED FOR A SPECIFIED
     NUMBER OF YEARS or JOINT AND LAST SURVIVOR ANNUITY WITH PAYMENTS GUARANTEED
     FOR A SPECIFIED NUMBER OF YEARS, you may surrender your contract for a
     Commuted Value minus any applicable Contingent Deferred Sales Charge. If
     you fully surrender, annuity payments will be suspended until the end of
     the Specified Number of Years. If the Annuitant and Joint Annuitant (if
     applicable) die before the end of the Specified Number of Years, the
     contract will terminate with no remaining value. However, if the Annuitant
     or Joint Annuitant are living at the end of the Specified Number of Years,
     then annuity payments will resume and continue for as long as the Annuitant
     or Joint Annuitant are living. A first payment after the end of the
     Specified Number of Years may be greater or less than the last payment
     prior to surrender, depending on the investment performance of the
     Sub-Accounts. If you partially surrender, annuity payments for the
     remainder of the Specified Number of Years will be reduced by the same
     percentage as the percentage surrendered from the maximum value available
     for surrender. After the Specified Number of Years has expired, annuity
     payments will not change as a result of a surrender.


<PAGE>

     Any Commuted Value is determined on the day we receive your written request
     for surrender.

     Any partial surrender must be at least equal to our minimum surrender
     amount rules then in effect. If you do not specify which Sub-Accounts from
     which the partial surrender is to be taken, the surrender will be effected
     on a pro rata basis according to the value in each Sub-Account. We reserve
     the right to limit the number of partial surrenders.

     You should check with your tax adviser before making any surrender, because
     there may be adverse tax consequences.

In the section entitled "Annuity Payouts," the last paragraph of the subsection
entitled "2. Which Annuity Payout Option do you want to use?" is deleted and
replaced with the following:

     IMPORTANT INFORMATION:

     -    YOU CANNOT SURRENDER YOUR CONTRACT ONCE ANNUITY PAYOUTS BEGIN, UNLESS
          YOU HAVE SELECTED ONE OF THE FOLLOWING ANNUITY PAYOUT OPTIONS: LIFE
          ANNUITY WITH PAYMENTS GUARANTEED FOR A SPECIFIED NUMBER OF YEARS,
          JOINT AND LAST SURVIVOR ANNUITY WITH PAYMENTS GUARANTEED FOR A
          SPECIFIED NUMBER OF YEARS, OR PAYMENTS GUARANTEED FOR A SPECIFIED
          NUMBER OF YEARS. A CONTINGENT DEFERRED SALES CHARGE MAY BE DEDUCTED.


333-19607
HV-2541
<PAGE>

                                OTHER INFORMATION

Item 24.  Financial Statements and Exhibits

    (a)  All financial statements are incorporated by reference.(1)

    (b)  (1)  Resolution of the Board of Directors of Hartford Life
              and Annuity Insurance Company ("Hartford") authorizing
              the establishment of the Separate Account.(2)

         (2)  Not applicable.

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

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

         (4)  Form of Individual Single Premium Immediate Variable Annuity
              Contract.(3)

         (5)  Form of Application.(4)

         (6)  (a) Certificate of Incorporation of Hartford.(5)

         (6)  (b) Bylaws of Hartford.(3)

         (7)  Not applicable.

         (8)  Not applicable.

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

(1) Incorporated by reference to Post-Effective Amendment No. 3, to the
    Registration Statement File No. 333-19607, dated May 3, 1999.

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

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

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

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

<PAGE>

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

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

         (11) No financial statements are omitted.

         (12) Not applicable.

         (13) Not applicable.

         (14) Not applicable.

         (15) Copy of Power of Attorney.

         (16) Organizational Chart.


Item 25. Directors and Officers of the Depositor


- --------------------------------------------------------------------------------
NAME                            POSITION WITH HARTFORD
- --------------------------------------------------------------------------------
Wendell J. Bossen               Vice President
- --------------------------------------------------------------------------------
Gregory A. Boyko                Senior Vice President, Director*
- --------------------------------------------------------------------------------
Peter W. Cummins                Senior Vice President
- --------------------------------------------------------------------------------
Timothy M. Fitch                Vice President & Actuary
- --------------------------------------------------------------------------------
Mary Jane B. Fortin             Vice President & Chief Accounting Officer
- --------------------------------------------------------------------------------
David T. Foy                    Senior Vice President & Treasurer
- --------------------------------------------------------------------------------
Lynda Godkin                    Senior Vice President, General Counsel, and
                                Corporate Secretary, Director*
- --------------------------------------------------------------------------------
Lois W. Grady                   Senior Vice President
- --------------------------------------------------------------------------------
Stephen T. Joyce                Vice President
- --------------------------------------------------------------------------------
Michael D. Keeler               Vice President
- --------------------------------------------------------------------------------
Robert A. Kerzner               Senior Vice President
- --------------------------------------------------------------------------------
Thomas M. Marra                 Executive Vice President, Director*
- --------------------------------------------------------------------------------
Steven L. Matthiesen            Vice President
- --------------------------------------------------------------------------------
Craig R. Raymond                Senior Vice President and Chief Actuary
- --------------------------------------------------------------------------------


<PAGE>

- --------------------------------------------------------------------------------
NAME                            POSITION WITH HARTFORD
- --------------------------------------------------------------------------------
Lowndes A. Smith                President and Chief Executive Officer, Director*
- --------------------------------------------------------------------------------
David M. Znamierowski           Senior Vice President, Director*
- --------------------------------------------------------------------------------


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

*Denotes Board of Directors.

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

         Filed herewith as Exhibit 16.

Item 27. Number of Contract Owners

         As of September 30, 1999, there were 301,006 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. Gen. Stat. @ 33-771(a). Additionally, pursuant to
Conn. Gen. Stat. @ 33-776, the Registrant may indemnify officers and employees
or agents for liability incurred and for any expenses to which they become
subject by reason of being or having been employees or officers of the
Registrant. Connecticut law does not prescribe standards for the indemnification
of officers, employees and agents and expressly states that their
indemnification may be broader than the right of indemnification granted to
directors.

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


                                      -3-

<PAGE>

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.

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


                                      -4-

<PAGE>

          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 Insurance Company - Separate Account Seven
          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
          Alpine Life Insurance Company - Separate Account One
          Alpine Life Insurance Company - Separate Account Two
          American Maturity Life Insurance - Separate Account AMLVA
          Royal Life Insurance Company - Separate Account One
          Royal Life Insurance Company - Separate Account Two


      (b) Directors and Officers of HSD

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

          Lowndes A. Smith            President and Chief Executive
                                      Officer, Director
          Thomas M. Marra             Executive Vice President, Director
          Peter W. Cummins            Senior Vice President
          David T. Foy                Treasurer
          Robert A. Kerzner           Executive Vice President
          Lynda Godkin                Senior Vice President, General Counsel and
                                      Corporate Secretary
          George R. Jay               Controller


                                      -5-

<PAGE>

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

Item 30.  Location of Accounts and Records

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

Item 31.  Management Services

          All management contracts are discussed in Part A and Part B of the
          Registration Statement dated May 3, 1999 and filed with the
          Commission on April 13, 1999.

Item 32.  Undertakings

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

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

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

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

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


                                      -6-
<PAGE>

                                   SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant 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 has caused this Registration Statement to be signed
on its behalf, in the Town of Simsbury, and State of Connecticut on this 12th
day of November, 1999.


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

*By: Thomas M. Marra                             *By: /s/ Marianne O'Doherty
     -------------------------------                  ----------------------
Thomas M. Marra, Executive Vice President                 Marianne O'Doherty
                                                          Attorney-in-Fact


HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
    (Depositor)

*By:   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 capacities and
on the dates indicated.


Gregory A. Boyko, Senior Vice President              *By: /s/ Marianne O'Doherty
      & Director*                                         ----------------------
Lynda Godkin, Senior Vice President, General               Marianne O'Doherty
     Counsel and Corporate Secretary, Director*            Attorney-in-Fact
Thomas M. Marra, Executive Vice President,
     Director*                                       Dated: November 12, 1999
Lowndes A. Smith, President and Chief
     Executive Officer, Director *
David M. Znamierowski, Senior Vice President,
     Director*
<PAGE>

                                 EXHIBIT INDEX



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

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

(15)   Copy of Power of Attorney.

(16)   Organizational Chart.

<PAGE>

                                                          LYNDA GODKIN
                                                          Senior Vice President,
                                                          General Counsel &
                                                          Corporate Secretary
November 12, 1999



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

RE:  Hartford Life and Annuity Insurance Company Separate Account One
     Director Immediate Variable Annuity
     File No. 333-19607

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 Connecticut with the
registration of an indefinite amount of securities in the form of single premium
variable annuity insurance contracts (the "Contracts") with the Securities and
Exchange Commission under the Securities Act of 1933, as amended. I have
examined such documents (including the Form N-4 Registration Statement) and
reviewed such questions of law as I considered necessary and appropriate, and on
the basis of such examination and review, it is my opinion that:

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

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

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

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


<PAGE>

Board of Directors
November 12, 1999
Page 2


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

Sincerely yours,


/s/ Lynda Godkin


Lynda Godkin

<PAGE>

                               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. 333-19607 for Hartford Life and Annuity
Insurance Company Separate Account One on Form N-4.



                                            /s/ Arthur Andersen LLP

Hartford, Connecticut
November 12, 1999

<PAGE>

                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY

                               POWER OF ATTORNEY
                               -----------------

                               Gregory A. Boyko
                                 David T. Foy
                                 Lynda Godkin
                                Thomas M. Marra
                                Lowndes A. Smith
                             David M. Znamierowski


do hereby jointly and severally authorize Lynda Godkin, Christine Repasy,
Marianne O'Doherty, Thomas S. Clark and Brian Lord 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, and do hereby ratify any such signatures heretofore made
by such persons.

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

/s/ Gregory A. Boyko                    Dated as of January 15, 1999
- ------------------------------
Gregory A. Boyko

/s/ David T. Foy                        Dated as of January 15, 1999
- ------------------------------
David T. Foy

/s/ Lynda Godkin                        Dated as of January 15, 1999
- ------------------------------
Lynda Godkin

/s/ Thomas M. Marra                     Dated as of January 15, 1999
- ------------------------------
Thomas M. Marra

/s/ Lowndes A. Smith                    Dated as of January 15, 1999
- ------------------------------
Lowndes A. Smith

/s/ David M. Znamierowski               Dated as of January 15, 1999
- ------------------------------
David M. Znamierowski


<PAGE>

                                                     ORGANIZATIONAL CHART


<TABLE>
<CAPTION>

<S>                                                                                        <C>

                                           THE HARTFORD FINANCIAL SERVICES GROUP, INC.
                                                           (DELAWARE)
                                                                |
                                                                ---------------------------------------------
                                                     NUTMEG INSURANCE COMPANY                               |
                                                           (CONNECTICUT)                         THE HARTFORD INVESTMENT
                                                                |                                   MANAGEMENT COMPANY
                                                 HARTFORD FIRE INSURANCE COMPANY                         (DELAWARE)
                                                           (CONNECTICUT)                                    |
                                                                |                                           |
                                            HARTFORD ACCIDENT AND INDEMNITY COMPANY                HARTFORD INVESTMENT
                                                           (CONNECTICUT)                              SERVICES, INC.
                                                                |                                      (CONNECTICUT)
                                                       HARTFORD LIFE, INC.
                                                           (DELAWARE)
                                                                |
                                           HARTFORD LIFE & ACCIDENT INSURANCE COMPANY
                                                           (CONNECTICUT)
                                                                |
                                                                |
                                                                |
        -------------------------------------------------------------------------------------------------------------------------
        |          |       |              |                   |                |               |             |             |
ITT HARTFORD LIFE  |       |              |                   |                |               |           HLIC         PLANCO
INTERNATIONAL LTD. |       |              |                   |                |               |          CANADA       FINANCIAL
  (CONNECTICUT)    |       |              |                   |                |               |      HOLDINGS, INC.   SERVICES,
        |          |       |              |                   |                |               |        (CANADA)     INCORPORATED
        |          |       |              |                   |                |               |             |     (PENNSYLVANIA)
        |          |       |              |                   |                |               |             |             |
        |          |  ALPINE LIFE  HARTFORD FINANCIAL   HARTFORD LIFE       HARTFORD        AMERICAN         |             |
        |          |   INSURANCE     SERVICES LIFE    INSURANCE COMPANY    FINANCIAL      MATURITY LIFE      |             |
        |          |    COMPANY      INSURANCE CO.      (CONNECTICUT)    SERVICES, LLC  INSURANCE COMPANY    |             |
        |          | (CONNECTICUT)   (CONNECTICUT)            |           (DELAWARE)      (CONNECTICUT)      |      PLANCO, INC.
        |          |                                          |                |               |             |     (PENNSYLVANIA)
        |          |      -------------------------------------                |       AML FINANCIAL, INC.   |
  HARTFORD CALMA   |      |                 |                 |                |         (CONNECTICUT)       |
    COMPANY        | ROYAL LIFE          HARTFORD          HARTFORD            |                         HARTFORD
   (FLORIDA)       | INSURANCE         INTERNATIONAL       LIFE AND            |                       LIFE INSURANCE
                   |  COMPANY        LIFE REASSURANCE   ANNUITY INSURANCE      |                         COMPANY
                   | OF AMERICA            CORP.           COMPANY             |                         OF CANADA
                   |(CONNECTICUT)      (CONNECTICUT)     (CONNECTICUT)         |                          (CANADA)
                   |                                          |                |
                   |                                          |                |
                   |                                     ITT HARTFORD          |
                   |                                      LIFE, LTD.           |
                   |                                      (BERMUDA)            |
                   |                                                           |
                   |                                                           |
         ----------|         ---------------------------------------------------------------------------------------------
         |                   |                     |                     |                  |                            |
   INTERNATIONAL           MS FUND          HL INVESTMENT           HARTFORD       HARTFORD SECURITIES        HARTFORD COMP. EMP.
     CORPORATE         AMERICA 1993-K       ADVISORS, LLC         EQUITY SALES        DISTRIBUTION              BENEFITS SERVICE
MARKETING GROUP, INC.     SPE, INC.         (CONNECTICUT)         COMPANY, INC.       COMPANY, INC.                  COMPANY
   (CONNECTICUT)         (DELAWARE)              |                (CONNECTICUT)       (CONNECTICUT)                (CONNECTICUT)
         |                                       |
         |                                       |
   THE EVERGREEN                         HARTFORD INVESTMENT
    GROUP, INC.                          FINANCIAL SERVICES
    (NEW YORK)                                 COMPANY
                                              (DELAWARE)
</TABLE>

<PAGE>
<TABLE>
<S>                                                                                        <C>

                                           THE HARTFORD FINANCIAL SERVICES GROUP, INC.
                                                           (DELAWARE)
                                                                |
                                                     NUTMEG INSURANCE COMPANY
                                                           (CONNECTICUT)
                                                                |
                                                 HARTFORD FIRE INSURANCE COMPANY
                                                           (CONNECTICUT)
                                                                |
     ----------------------------------------------------------------------------------------------------------------------------
     |           |                                              |
     |           |                                       ITT HARTFORD LIFE
     |           |                                -------INTERNATIONAL LTD.
     |           |                                |       (CONNECTICUT)
     |           |                                |             |
     |           |                                |        ITT HARTFORD
     |           |                                |    ----SUDAMERICANA
     |           |                                |   |     HOLDING S.A.
     |           |                                |   |    (ARGENTINA)
     |           |                                |   |------------------------------------------------------
     |           |                                |   |                               |                      |
     |           |                                |   |        HARTFORD            GALICIA              INSTITUTO DE
     |           |                                |   |        SEGUROS          VIDA COMPANIA        SALTA COMPANIA DE
     |           |                                |   |--------DE VIDA         DE SEGUROS S.A.      SEGUROS DE VIDA S.A.
     |           |                                |   |       (URUGUAY)          (ARGENTINA)            (ARGENTINA)
     |           |                                |   |
     |           |             ICATU              |   |      ITT HARTFORD
     |           |            HARTFORD            |   |-----SEGUROS DE VIDA
     |           |          SEGUROS S.A.----------|   |       (ARGENTINA)
     |           |            (BRAZIL)            |   |
     |           |                |               |   |
     |           |                |               |   |      ITT HARTFORD
     |           |   -- ----------|               |   |------SEGUROS DE
     |           |   |            |               |   |       RETIRO S.A.
     |           |   |            |               |   |       (ARGENTINA)
     |-----------|----------------|---------------|---|--------------------------------------------------------------------------
     |           |   |            |               |   |
     |           |   |      ICATU HARTFORD        |   |  CONSULTORA DE CAPITALES
     |           |   |     FUNDO DE PENSAO        |   |   S.A. SOCIEDAD GERENTE
     |           |   |         (BRAZIL)           |   |----DE FONDOS COMUNES
     |           |   |            |               |   |      DE ENVERSION
     |           |   |            |               |   |       (ARGENTINA)
     |           |   |      ICATU HARTFORD        |   |
     |           |   |    CAPITALIZACAO S.A.      |   |          CLARIDAD
     |           |   |         (BRAZIL)           |   |     ADMINISTRADORA DE
     |           |   |            |               |   |---FONDOS DE JUBILACIONES
     |           |   |        BRAZILCAP           |   |      Y PENSIONES S.A.
     |           |   |     CAPITALIZACAO S.A.     |   |       (ARGENTINA)
     |           |   |         (BRAZIL)           |   |
     |           |   |                            |   |
     |           |    --------------------------  |   |
     |           |---------------              |  |   |
     |                          |              |  |   |
HARTFORD FIRE               HARTFORD FIRE      |  |   |------- SEGPOOL S.A.
INTERNATIONAL------------INTERNATIONAL, LTD.   |  |   |        (ARGENTINA)
(GERMANY) GMBH              (CONNECTICUT)      |  |   |
(WEST GERMANY)                                 |  |   |
                                               |  |   |
                           ICATU HARTFORD      |  |   |         THESIS S.A.
                            ADMINISTRACAO      |  |   |-------- (ARGENTINA)
                          DE BENEFICIOS LTDA-- |  |   |
                              (BRAZIL)            |   |
                                                  |   |
                                  -----------------   |
                                  |                   |
                                 CAB                  |--------- U.O.R., S.A.
                             CORPORATION                         (ARGENTINA)
                       (BRITISH VIRGIN ISLANDS)

</TABLE>
<PAGE>
<TABLE>
<S>                                                                                        <C>
                                           THE HARTFORD FINANCIAL SERVICES GROUP, INC.
                                                           (DELAWARE)
                                                                |
                                                     NUTMEG INSURANCE COMPANY
                                                           (CONNECTICUT)
                                                                |
                                                 HARTFORD FIRE INSURANCE COMPANY
                                                           (CONNECTICUT)
                                                                |
- --------------------------------------------------------------------------------------------------------------------------------|
                                                                                                      |                         |
                                                                                         THE HARTFORD INTERNATIONAL             |
                |-----------------------------------------------------------------------FINANCIAL SERVICES GROUP, INC.          |
                |                                 |                    |                          (DELAWARE)                    |
                |                                 |                    |         ----------------------|-----------------       |
                |                                 |                    |         |                     |         |       |      |
             ZWOLSCHE                             |                    |    ITT HARTFORD         LONDON AND      |   HARTFORD   |
          ALGEMEENE N.V.                          |                    | INTERNATIONAL, LTD.     EDINBURGH       | EUROPE, INC. |
          (NETHERLANDS)                           |                    |       (U.K.)       INSURANCE GROUP, LTD.|  (DELAWARE)  |
                |                                 |                    |                           (U.K.)        |              |
                |                                 |                    |                             |           |              |
                |                                 |                    |                -------------            |              |
                |                                 |                    |                |                        |              |
                |                           ITT ASSURANCES      HARTFORD INTERNATIONAL  |    LONDON AND          --ITT ERCOS    |
                |                              S.A.              INSURANCE CO., N.V.    |---  EDINBURGH           DE SEGUROS Y  |
                |    ZWOLSCHE ALGEMEENE      (FRANCE)                (BELGIUM)          | INSURANCE CO., LTD.    REASEGUROS S.A.|
                |----SCHADEVERZEKERING                                   |              |        (U.K.)             (SPAIN)     |
        --------|          N.V.-----------------------------------       |              |            |                          |
        |       |      (NETHERLANDS)                              |      |              |            |                          |
       Z.A.     |                                                 |      |              |   EXCESS INSURANCE                    |
- --VERZEKERINGEN |                                                 |      |              |     COMPANY LTD.                      |
|      N.V.     |      ZWOLSCHE ALGEMEENE                         |      |              |        (U.K.)                         |
|  (BELGIUM)    |------HERVERZEKERING B.V.                        |      |              |                                       |
|   |      -----|        (NETHERLANDS)                            |      |              |      LONDON AND                       |
|   |     |     |                                                 |      |              |--- EDINBURGH LIFE                     |
| Z.A. LUX S.A. |                                                 |      |              |  ASSURANCE CO., LTD.                  |
| (LUXEMBURG)   |    ZWOLSCHE ALGEMEENE                           |      |              |         (U.K.)                        |
|               |--LEVENS-VERZEKERING N.V.------------            |      |              |                                       |
|               |      (NETHERLANDS)                 |            |      |              |                                       |
- ----------------|------------------------------------|------------|------|--------------|---------------------------------------|
|               |                                    |            |      |              |                                       |
|       --------                                     |            |      |              |                                       |
|       |       |                                    |            |      |              |                                       |
|   ZWOLSCHE    |    ZWOLSCHE ALGEMEENE       ZWOLSCHE ALGEMEENE  |      |              |                                       |
|  ALGEMEENE    |-----HYPOTHEKEN N.V.        BELEGGINGEN III B.V. |      |              |                                       |
|  EUROPA B.V.  |      (NETHERLANDS)             (NETHERLANDS)    |      |              |                                       |
| (NETHERLANDS) |                                       ----------       |              |                                       |
- --------|       |                                       |                |              |                                       |
                |      EXPLOITATIEMAAT-          BELEGGINGSMAAT-         |              |                                       |
                |-----   SCHAPPIJ                 SCHAPPIJ               |              |                                       |
                |      BUIZERDLAAN B.V.          BUIZERDLAAN B.V.        |              |                                       |
                |        (NETHERLANDS)             (NETHERLANDS)         |              |                                       |
                |                                                        |              |                                       |
                |                                                        |              |                                  -----
                |          HOLLAND                                       |              |--------------------------        |
                |---- BELEGGINGSGROEP B.V.                               |              |                          |       |
                        (NETHERLANDS)                                    |              |-----------------         |       |
                                                                         |       -------|                 |        |       |
                                                                         |       |      |                 |        |       |
                                                                         |       |      |                 |        |       |
                                                                    F.A. KNIGHT  |  MACALISTER &    LONDON AND     | HARTFORD FIRE
                                                                     & SON N.V.  |  DUNDAS, LTD.     EDINBURGH     | INTERNATIONAL
                                                                     (BELGIUM)   |   (SCOTLAND)     TRUSTEES, LTD. |   SERVICIOS
                                                                                 |                    (U.K.)       |    (SPAIN)
                                                                                  -------------------------        -----------
                                                                                        |                 |                |
                                                                                    FENCOURT           QUOTEL        LONDON AND
                                                                                  PRINTERS, LTD.      INSURANCE       EDINBURGH
                                                                                     (U.K.)         SYSTEMS, LTD.  SERVICES, LTD.
                                                                                                       (U.K.)           (U.K.)
                                                                                                          |
                                                                                                      EUROSURE
                                                                                                      INSURANCE
                                                                                                    MARKETING, LTD.
                                                                                                        (U.K.)

</TABLE>



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