ITT HARTFORD LIFE & ANNUITY INSURANCE CO SEPARATE ACCOUNT ON
485BPOS, 1999-09-17
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<PAGE>


As filed with the Securities and Exchange Commission on September 17, 1999.

                                                             File No. 33-73568
                                                                      811-7426

                         SECURITIES AND EXCHANGE COMMISSION
                              Washington, D. C. 20549

                                       FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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


     Post-Effective Amendment No.  14                            [X]
                                  ----


REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940


     Amendment No.  38                                           [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
                                   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 October 1, 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)
<TABLE>
<CAPTION>

          N-4 Item No.                                  Prospectus Heading
          ------------                                  ------------------
<S>                                       <C>
1.  Cover Page                            Cover Page: Hartford Life Insurance Company

2.  Definitions                           Definitions

3.  Synopsis or Highlights                Fee Table; Highlights

4.  Condensed Financial Information       Accumulation Unit Values;
                                          Performance Related Information

5.  General Description of Registrant,    General Contract Information
    Depositor, and Portfolio Companies

6.  Deductions                            Charges and Fees

7.  General Description of Variable       The Contract
    Annuity Contracts

8.  Annuity Period                        Annuity Payouts

9.  Death Benefit                         Death Benefit

10. Purchases and Contract Value          Purchases and Contract Value

11. Redemptions                           Surrenders

12. Taxes                                 Federal Tax Considerations

13. Legal Proceedings                     Legal Matters and Experts

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

15. Cover Page                            Part B:  Statement of Additional Information

16. Table of Contents                     Table of Contents

17. General Information and History       Introduction


<PAGE>


18. Services                              Independent Public Accountants

19. Purchases of Securities               Distribution of the Contracts
    Being Offered

20. Underwriters                          Distribution of the Contracts

21. Calculation of Performance Data       Calculation of Yield and Return

22. Annuity Payments                      N/A

23. Financial Statements                  Financial Statements

24. Financial Statements and Exhibits     Part C: Financial Statements and Exhibits

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

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

31. Management Services                   Management Services

32. Undertakings                          Undertakings
</TABLE>


<PAGE>






                                        Part A





<PAGE>

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

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

This Prospectus describes information you should know before you purchase Series
VI of The Director variable annuity. Please read it carefully.

The Director variable annuity is a contract between you and Hartford Life and
Annuity Insurance Company where you agree to make at least one Premium Payment
to us and we agree to make a series of Annuity Payouts at a later date. This
Annuity is a flexible premium, tax-deferred, variable annuity offered to both
individuals and groups. It is:

x  Flexible, because you may add Premium Payments at any time.

x  Tax-deferred, which means you don't pay taxes until you take money out or
   until we start to make Annuity Payouts.

x  Variable, because the value of your Annuity will fluctuate with the
   performance of the underlying funds.
- --------------------------------------------------------------------------------

At the time you purchase your Annuity, you allocate your Premium Payment to
"Sub-Accounts". These are subdivisions of our Separate Account, an account that
keeps your Annuity assets separate from our company assets. The Sub-Accounts
then purchase shares of mutual funds set up exclusively for variable annuity or
variable life insurance products. These funds are not the same mutual funds that
you buy through your stockbroker or through a retail mutual fund. They may have
similar investment strategies and the same portfolio managers as retail mutual
funds. This Annuity offers you Funds with investment strategies ranging from
conservative to aggressive and you may pick those Funds that meet your
investment goals and risk tolerance. The Sub-Accounts and the Funds are listed
below:


- - HARTFORD ADVISERS HLS FUND SUB-ACCOUNT which purchases shares of Class IA of
  Hartford Advisers HLS Fund, Inc.



- - HARTFORD BOND HLS FUND SUB-ACCOUNT which purchases shares of Class IA of
  Hartford Bond HLS Fund, Inc.



- - HARTFORD CAPITAL APPRECIATION HLS FUND SUB-ACCOUNT which purchases shares of
  Class IA of Hartford Capital Appreciation HLS Fund, Inc.



- - HARTFORD DIVIDEND AND GROWTH HLS FUND SUB-ACCOUNT which purchases shares of
  Class IA of Hartford Dividend and Growth HLS Fund, Inc.



- - HARTFORD GLOBAL LEADERS HLS FUND SUB-ACCOUNT which purchases shares of Class
  IA of Hartford Global Leaders HLS Fund.



- - HARTFORD GROWTH AND INCOME HLS FUND SUB-ACCOUNT which purchases shares of
  Class IA of Hartford Growth and Income HLS Fund.



- - HARTFORD HIGH YIELD HLS FUND SUB-ACCOUNT which purchases shares of Class IA of
  Hartford High Yield HLS Fund.



- - HARTFORD INDEX HLS FUND SUB-ACCOUNT which purchases shares of Class IA of
  Hartford Index HLS Fund, Inc.



- - HARTFORD INTERNATIONAL ADVISERS HLS FUND SUB-ACCOUNT which purchases shares of
  Class IA of Hartford International Advisers HLS Fund, Inc.



- - HARTFORD INTERNATIONAL OPPORTUNITIES HLS FUND SUB-ACCOUNT which purchases
  shares of Class IA of Hartford International Opportunities HLS Fund, Inc.



- - HARTFORD MIDCAP HLS FUND SUB-ACCOUNT which purchases shares of Class IA of
  Hartford MidCap HLS Fund, Inc.



- - HARTFORD MONEY MARKET HLS FUND SUB-ACCOUNT which purchases shares of Class IA
  of Hartford Money Market HLS Fund, Inc.



- - HARTFORD MORTGAGE SECURITIES HLS FUND SUB-ACCOUNT that purchases shares of
  Class IA of Hartford Mortgage Securities HLS Fund, Inc.



- - HARTFORD SMALL COMPANY HLS FUND SUB-ACCOUNT which purchases shares of Class IA
  of Hartford Small Company HLS Fund, Inc.



- - HARTFORD STOCK HLS FUND SUB-ACCOUNT which purchases of Class IA of Hartford
  Stock HLS Fund, Inc.


You may also allocate some or all of your Premium Payment to the "Fixed
Accumulation Feature", which pays an interest rate guaranteed for a certain time
period from the time the Premium Payment is made. Premium Payments allocated to
the Fixed Accumulation Feature are not segregated from our company assets like
the assets of the Separate Account.
<PAGE>
If you decide to buy this Annuity, you should keep this prospectus for your
records. You can also call us at 1-800-862-6668 to get a Statement of Additional
Information, free of charge. The Statement of Additional Information contains
more information about this Annuity and, like this prospectus, is filed with the
Securities and Exchange Commission ("SEC"). We have included the Table of
Contents for the Statement of Additional Information at the end of this
prospectus.

Although we file the prospectus and the Statement of Additional Information with
the SEC, the SEC doesn't approve or disapprove these securities or determine if
the information is truthful or complete. Anyone who represents that the SEC does
these things may be guilty of a criminal offense. This Prospectus and the
Statement of Additional Information can also be obtained from the SEC's website
(HTTP://WWW.SEC.GOV).

This Annuity IS NOT:

 -  A bank deposit or obligation

 -  Federally insured

 -  Endorsed by any bank or governmental agency

This Annuity may not be available for sale in all states.
- --------------------------------------------------------------------------------

PROSPECTUS DATED: OCTOBER 1, 1999


STATEMENT OF ADDITIONAL INFORMATION DATED: OCTOBER 1, 1999

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

TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                         PAGE
 <S>                                                                     <C>
 ----------------------------------------------------------------------------
 DEFINITIONS                                                               4
 ----------------------------------------------------------------------------
 FEE TABLE                                                                 6
 ----------------------------------------------------------------------------
 ANNUAL FUND OPERATING EXPENSES                                            7
 ----------------------------------------------------------------------------
 ACCUMULATION UNIT VALUES                                                 10
 ----------------------------------------------------------------------------
 HIGHLIGHTS                                                               12
 ----------------------------------------------------------------------------
 GENERAL CONTRACT INFORMATION                                             13
 ----------------------------------------------------------------------------
   Hartford Life and Annuity Insurance Company                            13
 ----------------------------------------------------------------------------
   The Separate Account                                                   13
 ----------------------------------------------------------------------------
   The Funds                                                              13
 ----------------------------------------------------------------------------
 PERFORMANCE RELATED INFORMATION                                          15
 ----------------------------------------------------------------------------
 THE FIXED ACCUMULATION FEATURE                                           16
 ----------------------------------------------------------------------------
 THE CONTRACT                                                             17
 ----------------------------------------------------------------------------
   Purchases and Contract Value                                           17
 ----------------------------------------------------------------------------
   Charges and Fees                                                       19
 ----------------------------------------------------------------------------
   Death Benefit                                                          20
 ----------------------------------------------------------------------------
   Surrenders                                                             22
 ----------------------------------------------------------------------------
 ANNUITY PAYOUTS                                                          24
 ----------------------------------------------------------------------------
 OTHER PROGRAMS AVAILABLE                                                 25
 ----------------------------------------------------------------------------
 OTHER INFORMATION                                                        26
 ----------------------------------------------------------------------------
   Year 2000                                                              26
 ----------------------------------------------------------------------------
   Legal Matters and Experts                                              28
 ----------------------------------------------------------------------------
   More Information                                                       28
 ----------------------------------------------------------------------------
 FEDERAL TAX CONSIDERATIONS                                               28
 ----------------------------------------------------------------------------
 APPENDIX I -- INFORMATION REGARDING TAX-QUALIFIED RETIREMENT PLANS       32
 ----------------------------------------------------------------------------
 TABLE OF CONTENTS TO STATEMENT OF ADDITIONAL INFORMATION                 35
 ----------------------------------------------------------------------------
</TABLE>

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

DEFINITIONS

These terms are capitalized when used throughout this prospectus. Please refer
to these defined terms if you have any questions as you read your prospectus.

ACCOUNT: Any of the Sub-Accounts or Fixed Accumulation Feature.

ACCUMULATION UNITS: If you allocate your Premium Payment to any of the
Sub-Accounts, we will convert those payments into Accumulation Units in the
selected Sub-Accounts. Accumulation Units are valued at the end of each
Valuation Day and are used to calculate the value of your Contract prior to
Annuitization.

ACCUMULATION UNIT VALUE: The daily price of Accumulation Units on any Valuation
Day.

ADMINISTRATIVE OFFICE OF THE COMPANY: Our location and overnight mailing address
is: 200 Hopmeadow Street, Simsbury, Connecticut 06089. Our standard mailing
address is: Investment Product Services, P.O. Box 5085, Hartford, CT 06102-5085.

ANNIVERSARY VALUE: The value equal to the Contract Value as of a Contract
Anniversary, increased by the dollar amount of any Premium Payments made since
that anniversary and reduced by the dollar amount of any partial Surrenders
since that anniversary.

ANNUAL MAINTENANCE FEE: An annual $30 charge deducted on a Contract Anniversary
or upon full Surrender if the Contract Value at either of those times is less
than $50,000. The charge is deducted proportionately from each Account in which
you are invested.

ANNUAL WITHDRAWAL AMOUNT: This is the amount you can Surrender per Contract Year
without paying a Contingent Deferred Sales Charge. This amount is
non-cumulative, meaning that it cannot be carried over from one year to the
next.

ANNUITANT: The person on whose life the Contract is based. The Annuitant may not
be changed after your Contract is issued.

ANNUITY CALCULATION DATE: The date we calculate the first Annuity Payout.

ANNUITY PAYOUT: The money we pay out after the Annuity Commencement Date for the
duration and frequency you select.

ANNUITY PAYOUT OPTION: Any of the options available for payout after the Annuity
Commencement Date or death of the Contract Owner or Annuitant.

ANNUITY UNIT: The unit of measure we use to calculate the value of your Annuity
Payouts under a variable dollar amount Annuity Payout Option.

ANNUITY UNIT VALUE: The daily price of Annuity Units on any Valuation Day.

BENEFICIARY: The person(s) entitled to receive a Death Benefit upon the death of
the Contract Owner or Annuitant.

CHARITABLE REMAINDER TRUST: An irrevocable trust, where an individual donor
makes a gift to the trust, and in return receives an income tax deduction. In
addition, the individual donor has the right to receive a percentage of the
trust earnings for a specified period of time.

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

COMMUTED VALUE: The present value of any remaining guaranteed Annuity Payouts.

CONTINGENT ANNUITANT: The person you may designate to become the Annuitant if
the original Annuitant dies before the Annuity Commencement Date. You must name
a Contingent Annuitant before the original Annuitant's death.

CONTINGENT DEFERRED SALES CHARGE: The deferred sales charge that may apply when
you make a full or partial Surrender.

CONTRACT: The individual Annuity Contract and any endorsements or riders. Group
participants and some individuals will receive a certificate rather than a
Contract.

CONTRACT ANNIVERSARY: The anniversary of the date we issued your Contract. If
the Contract Anniversary falls on a Non-Valuation Day, then the Contract
Anniversary will be the next Valuation Day.

CONTRACT VALUE: The total value of the Accounts on any Valuation Day.

CONTRACT YEAR: Any 12 month period between Contract Anniversaries, beginning
with the date the Contract was issued.

DEATH BENEFIT: The amount payable after the Contract Owner or the Annuitant
dies.

DOLLAR COST AVERAGING: A program that allows you to systematically make
transfers between Accounts available in your Contract.

FIXED ACCUMULATION FEATURE: Part of our General Account, where you may allocate
all or a portion of your Contract Value. In your Contract, this is defined as
the "Fixed Account".

GENERAL ACCOUNT: The General Account includes our company assets and any money
you have invested in the Fixed Accumulation Feature.

HARTFORD, WE OR OUR: Hartford Life and Annuity Insurance Company. Only Hartford
is a capitalized term in the prospectus.

JOINT ANNUITANT: The person on whose life Annuity Payouts are based if the
Annuitant dies after Annuitization. You may name a Joint Annuitant only if your
Annuity Payout Option provides for a survivor. The Joint Annuitant may not be
changed.

MAXIMUM ANNIVERSARY VALUE: This is the highest Anniversary Value prior to the
deceased's 81st birthday or the date of death, if earlier.

NET INVESTMENT FACTOR: This is used to measure the investment performance of a
Sub-Account from one Valuation Day to
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                    5
- --------------------------------------------------------------------------------
the next, and is also used to calculate your Annuity Payout amount.

NON-VALUATION DAY: Any day the New York Stock Exchange is not open for trading.


OPTIONAL DEATH BENEFIT RIDER: This is an amendment to your contract, which if
you elect it, allows you to add the Optional Death Benefit to and modify the
spousal contract continuation provision of you annuity. To elect the Optional
Death Benefit Rider you will have to pay an additional charge on a daily basis,
which is equal to an annual charge of .15% of your Contract Value invested in
the Funds.


PAYEE: The person or party you designate to receive Annuity Payouts.

PREMIUM PAYMENT: Money sent to us to be invested in your Annuity.

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

REQUIRED MINIMUM DISTRIBUTION: A federal requirement that individuals age 70 1/2
and older must take a distribution from their tax-qualified retirement account
by December 31, each year. For employer sponsored Qualified Contracts, the
individual must begin taking distributions at the age of 70 1/2 or upon
retirement, whichever comes later.

SUB-ACCOUNT VALUE: The value on or before the Annuity Calculation Date, which is
determined on any day by multiplying the number of Accumulation Units by the
Accumulation Unit Value for that Sub-Account.

SURRENDER: A complete or partial withdrawal from your Contract.

SURRENDER VALUE: The amount we pay you if you terminate your Contract before the
Annuity Commencement Date. The Surrender Value is equal to the Contract Value
minus any applicable charges.

VALUATION DAY: Every day the New York Stock Exchange is open for trading. Values
of the Separate Account are determined as of the close of the New York Stock
Exchange, generally 4:00 p.m. Eastern Time.

VALUATION PERIOD: The time span between the close of trading on the New York
Stock Exchange from one Valuation Day to the next.
<PAGE>
6                                    HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

                                   FEE TABLE
                      Contract Owner Transaction Expenses
                               (All Sub-Accounts)


<TABLE>
 <S>                                                                 <C>
 Sales Load Imposed on Purchases (as a percentage of Premium
   Payments)                                                           None
 -----------------------------------------------------------------------------
 Deferred Sales Charge (as a percentage of amounts Surrendered)
     First Year (1)                                                       6%
 -----------------------------------------------------------------------------
     Second Year                                                          6%
 -----------------------------------------------------------------------------
     Third Year                                                           5%
 -----------------------------------------------------------------------------
     Fourth Year                                                          5%
 -----------------------------------------------------------------------------
     Fifth Year                                                           4%
 -----------------------------------------------------------------------------
     Sixth Year                                                           3%
 -----------------------------------------------------------------------------
     Seventh Year                                                         2%
 -----------------------------------------------------------------------------
     Eighth Year                                                          0%
 -----------------------------------------------------------------------------
 Annual Maintenance Fee (2)                                             $30
 -----------------------------------------------------------------------------
 Separate Account Annual Expenses (as a percentage of average
   Sub-Account Value)
     Mortality and Expense Risk Charge                                 1.25%
 -----------------------------------------------------------------------------
 Total Separate Account Charges                                        1.25%
 -----------------------------------------------------------------------------
 Optional Charges:
     Optional Interest Accumulation Charge (as a percentage of
      Sub-Account Value)                                               0.15%
 -----------------------------------------------------------------------------
     Total Separate Account Charges with The Optional Interest
      Accumulation Charge                                              1.40%
 -----------------------------------------------------------------------------
</TABLE>


(1) Length of time from Premium Payment.

(2) An annual $30 charge deducted on a Contract Anniversary or upon full
    Surrender if the Contract Value at either of those times is less than
    $50,000. The charge is deducted proportionately from each Account in which
    you are invested.


The purpose of the Fee Tables and Examples is to assist you in understanding
various costs and expenses that you will pay directly or indirectly. The Fee
Tables and Examples reflect expenses of the Separate Account and underlying
Funds. We will deduct any Premium Taxes that apply.



The Examples should not be considered a representation of past or future
expenses and actual expenses may be greater or less than those shown. 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. We do this by approximating an "average" 0.06% annual charge.

<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                    7
- --------------------------------------------------------------------------------

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


<TABLE>
<CAPTION>
                                                                                       TOTAL FUND
                                                                                       OPERATING
                                                     MANAGEMENT                         EXPENSES
                                                   FEES INCLUDING       OTHER          INCLUDING
                                                      WAIVERS          EXPENSES         WAIVERS
 <S>                                               <C>              <C>              <C>
 --------------------------------------------------------------------------------------------------
 Hartford Advisers HLS Fund                             0.61%            0.02%            0.63%
 --------------------------------------------------------------------------------------------------
 Hartford Bond HLS Fund                                 0.48%            0.02%            0.50%
 --------------------------------------------------------------------------------------------------
 Hartford Capital Appreciation HLS Fund                 0.62%            0.02%            0.64%
 --------------------------------------------------------------------------------------------------
 Hartford Dividend & Growth HLS Fund                    0.64%            0.02%            0.66%
 --------------------------------------------------------------------------------------------------
 Hartford Global Leaders HLS Fund (1)                   0.49%            0.12%            0.61%
 --------------------------------------------------------------------------------------------------
 Hartford Growth and Income HLS Fund                    0.77%            0.04%            0.81%
 --------------------------------------------------------------------------------------------------
 Hartford High Yield HLS Fund (1)                       0.49%            0.03%            0.52%
 --------------------------------------------------------------------------------------------------
 Hartford Index HLS Fund                                0.38%            0.02%            0.40%
 --------------------------------------------------------------------------------------------------
 Hartford International Advisers HLS Fund               0.75%            0.11%            0.86%
 --------------------------------------------------------------------------------------------------
 Hartford International Opportunities HLS Fund          0.68%            0.09%            0.77%
 --------------------------------------------------------------------------------------------------
 Hartford MidCap HLS Fund                               0.76%            0.03%            0.79%
 --------------------------------------------------------------------------------------------------
 Hartford Money Market HLS Fund                         0.43%            0.02%            0.45%
 --------------------------------------------------------------------------------------------------
 Hartford Mortgage Securities HLS Fund                  0.43%            0.03%            0.46%
 --------------------------------------------------------------------------------------------------
 Hartford Small Company HLS Fund                        0.75%            0.02%            0.77%
 --------------------------------------------------------------------------------------------------
 Hartford Stock HLS Fund                                0.44%            0.02%            0.46%
 --------------------------------------------------------------------------------------------------
</TABLE>


(1) Hartford Global Leaders HLS Fund and Hartford High Yield HLS 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, LLC has agreed to waive its fees for these until the assets of the
    Funds (excluding assets contributed by companies affiliated with HL
    Investment Advisors, LLC) reach $20 million. Before this waiver, the
    Management Fee and Total Fund Operating Expenses would be:


<TABLE>
<CAPTION>
                                                                    TOTAL
                                                                     FUND
                                                          OTHER    OPERATING
                                        MANAGEMENT FEES  EXPENSES  EXPENSES
    <S>                                 <C>              <C>       <C>
    -----------------------------------------------------------------------
    Hartford Global Leaders HLS Fund          0.77%        0.12%     0.90%
    -----------------------------------------------------------------------
    Hartford High Yield HLS Fund              0.77%        0.03%     0.81%
    -----------------------------------------------------------------------
</TABLE>


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


EXAMPLE



THE FOLLOWING EXAMPLE ILLUSTRATES SITUATIONS WHERE THE OPTIONAL DEATH BENEFIT
RIDER IS SELECTED:


<TABLE>
 <S>                           <C>    <C>     <C>     <C>        <C>    <C>     <C>     <C>        <C>    <C>     <C>     <C>
                               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:

<CAPTION>

 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>
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford Bond HLS Fund         $ 74   $ 107   $ 143    $ 231     $ 20   $  62   $ 106    $ 230     $ 20   $  62   $ 107    $ 231
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford Stock HLS Fund          74     106     140      226       19      60     104      225       20      61     104      226
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford Money Market HLS
   Fund                           74     105     140      225       19      60     103      224       20      60     104      225
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford Advisers HLS Funds      75     111     150      244       21      66     113      244       21      66     114      244
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford Capital Appreciation
   HLS Fund                       76     111     150      245       21      66     113      244       22      66     114      245
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford Mortgage Securities
   HLS Fund                       74     106     141      226       19      60     104      225       20      61     105      226
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford Index HLS Fund          73     104     137      220       18      58     101      219       19      59     101      220
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford International
   Opportunities HLS Fund         77     115     157      259       22      70     120      258       23      70     121      259
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford Dividend & Growth
   HLS Fund                       76     112     151      247       21      66     114      246       22      67     115      247
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford International
   Advisers HLS Fund              78     118     161      268       23      73     125      267       24      73     125      268
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford MidCap HLS Fund         77     116     158      261       22      71     121      260       23      71     122      261
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford Small Company HLS
   Fund                           77     116     157      259       22      70     120      258       23      71     121      259
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford Growth and Income
   HLS Fund                       77     117     159      262       23      71     122      262       23      72     123      262
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford High Yield HLS Fund     74     108     N/A      N/A       20      62     N/A      N/A       20      63     N/A      N/A
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford Global Leaders HLS
   Fund                           75     110     N/A      N/A       21      65     N/A      N/A       21      65     N/A      N/A
 ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                    9
- --------------------------------------------------------------------------------


THE FOLLOWING EXAMPLE ILLUSTRATES SITUATIONS WHERE THE OPTIONAL DEATH BENEFIT
RIDER IS NOT SELECTED:


<TABLE>
 <S>                           <C>    <C>     <C>     <C>        <C>    <C>     <C>     <C>        <C>    <C>     <C>     <C>
                               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:

<CAPTION>

 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>
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford Bond HLS Fund         $ 73   $ 103   $ 135    $ 214     $ 18   $  57   $  98    $ 214     $ 19   $  58   $  99    $ 214
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford Stock HLS Fund          72     101     133      209       17      55      96      209       18      56      97      209
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford Money Market HLS
   Fund                           72     101     132      208       17      55      95      208       18      56      96      208
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford Advisers HLS Fund       74     107     142      229       19      61     105      228       20      62     106      229
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford Capital Appreciation
   HLS Fund                       74     107     142      229       19      61     106      229       20      62     106      229
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford Mortgage Securities
   HLS Fund                       72     101     133      210       18      56      96      209       18      56      97      210
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford Index HLS Fund          72      99     130      203       17      54      93      203       18      54      94      203
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford International
   Opportunities HLS Fund         75     111     149      243       21      65     112      242       21      66     113      243
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford Dividend & Growth
   HLS Fund                       74     107     143      231       20      62     106      230       20      62     107      231
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford International
   Advisers HLS Fund              76     114     154      253       22      68     117      252       22      69     118      253
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford MidCap HLS Fund         76     112     150      245       21      66     113      245       22      67     114      245
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford Small Company HLS
   Fund                           75     111     149      243       21      65     112      242       21      66     113      243
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford Growth and Income
   HLS Fund                       76     112     151      247       21      66     114      246       22      67     115      247
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford High Yield HLS Fund     73     103     N/A      N/A       18      57     N/A      N/A       19      58     N/A      N/A
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford Global Leaders HLS
   Fund                           74     106     N/A      N/A       19      60     N/A      N/A       20      61     N/A      N/A
 ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>


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

ACCUMULATION UNIT VALUES

(For an Accumulation Unit outstanding throughout the period)

The following information has been derived from the audited financial statements
of the Separate Account, which have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their report with respect
thereto, and should be read in conjunction with those statements which are
included in the Statement of Additional Information, which is incorporated by
reference in this Prospectus.


<TABLE>
<CAPTION>
                                                                        YEAR ENDED DECEMBER 31,
                                                         ------------------------------------------------------
                                                           1998      1997     1996     1995     1994     1993
<S>                                                      <C>        <C>      <C>      <C>      <C>      <C>
- ---------------------------------------------------------------------------------------------------------------
HARTFORD BOND HLS FUND SUB-ACCOUNT
  (Inception date August 1, 1986)
Accumulation Unit Value at beginning of period              $2.114   $1.992   $1.880   $1.607   $1.694   $1.556
- ---------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                    $2.258   $2.114   $1.922   $1.880   $1.607   $1.694
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period
 (in thousands)                                            180,120  107,759   76,247   48,354   33,950   23,803
- ---------------------------------------------------------------------------------------------------------------
HARTFORD STOCK HLS FUND SUB-ACCOUNT
  (Inception date August 1, 1986)
Accumulation Unit Value at beginning of period              $4.602   $3.547   $2.887   $2.180   $2.250   $1.993
- ---------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                    $6.066   $4.602   $3.547   $2.887   $2.180   $2.250
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period
 (in thousands)                                            553,087  440,557  317,416  186,727  110,928   60,431
- ---------------------------------------------------------------------------------------------------------------
HARTFORD MONEY MARKET HLS FUND SUB-ACCOUNT
  (Inception date August 1, 1986)
Accumulation Unit Value at beginning of period              $1.650   $1.587   $1.528   $1.462   $1.424   $1.401
- ---------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                    $1.716   $1.650   $1.587   $1.528   $1.462   $1.424
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period
 (in thousands)                                            195,489  120,947  110,350   66,468   30,871   14,881
- ---------------------------------------------------------------------------------------------------------------
HARTFORD ADVISERS HLS FUND SUB-ACCOUNT
  (Inception date August 1, 1986)
Accumulation Unit Value at beginning of period              $3.572   $2.905   $2.523   $1.991   $2.072   $1.870
- ---------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                    $4.398   $3.572   $2.905   $2.523   $1.991   $2.072
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period
 (in thousands)                                          1,258,365  999,829  784,326  645,105  414,318  244,980
- ---------------------------------------------------------------------------------------------------------------
HARTFORD CAPITAL APPRECIATION HLS FUND SUB-ACCOUNT
  (Inception date August 1, 1986)
Accumulation Unit Value at beginning of period              $4.845   $4.010   $3.364   $2.615   $2.583   $2.165
- ---------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                    $5.526   $4.845   $4.010   $3.364   $2.615   $2.583
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period
 (in thousands)                                            517,384  461,578  353,466  216,591  116,535   58,645
- ---------------------------------------------------------------------------------------------------------------
HARTFORD MORTGAGE SECURITIES HLS FUND SUB-ACCOUNT
  (Inception date August 1, 1986)
Accumulation Unit Value at beginning of period              $2.098   $1.949   $1.878   $1.637   $1.685   $1.604
- ---------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                    $2.211   $2.098   $1.949   $1.878   $1.637   $1.685
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period
 (in thousands)                                             48,850   38,292   38,304   31,288   20,674   28,380
- ---------------------------------------------------------------------------------------------------------------
HARTFORD INDEX HLS FUND SUB-ACCOUNT
  (Inception date May 1, 1987)
Accumulation Unit Value at beginning of period              $3.726   $2.845   $2.359   $1.750   $1.755   $1.629
- ---------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                    $4.712   $3.726   $2.845   $2.359   $1.750   $1.755
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of (in
 thousands)                                                160,586  117,372   77,074   32,779   12,030    7,491
- ---------------------------------------------------------------------------------------------------------------
HARTFORD INTERNATIONAL OPPORTUNITIES HLS FUND
 SUB-ACCOUNT
  (Inception date July 2, 1990)
Accumulation Unit Value at end of period                    $1.469   $1.482   $1.329   $1.181   $1.220   $0.924
- ---------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                    $1.641   $1.469   $1.482   $1.329   $1.181   $1.220
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period
 (in thousands)                                            400,336  396,430  326,954  222,606  175,763   66,084
- ---------------------------------------------------------------------------------------------------------------
HARTFORD DIVIDEND & GROWTH HLS FUND SUB-ACCOUNT
  (Inception date March 8, 1994)
Accumulation Unit Value at beginning of period              $2.149   $1.650   $1.359   $1.009   $1.000       --
- ---------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                    $2.471   $2.149   $1.650   $1.359   $1.009       --
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period
 (in thousands)                                            375,537  541,076  301,767  101,085   21,973       --
</TABLE>

<PAGE>

HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   11
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                        YEAR ENDED DECEMBER 31,
                                                         ------------------------------------------------------
                                                           1998      1997     1996     1995     1994     1993
- ---------------------------------------------------------------------------------------------------------------
<S>                                                      <C>        <C>      <C>      <C>      <C>      <C>
HARTFORD INTERNATIONAL ADVISERS HLS FUND SUB-ACCOUNT
  (Inception date March 1, 1995)
Accumulation Unit Value at beginning of period              $1.319   $1.266   $1.146   $1.000       --       --
- ---------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                    $1.476   $1.319   $1.266   $1.146       --       --
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period
 (in thousands)                                            135,919  109,735   56,746   10,717       --       --
- ---------------------------------------------------------------------------------------------------------------
HARTFORD SMALL COMPANY HLS FUND SUB-ACCOUNT
  (Inception date August 9, 1996)
Accumulation Unit Value at beginning of period              $1.247   $1.066   $1.000       --       --       --
- ---------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                    $1.374   $1.247   $1.066       --       --       --
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period
 (in thousands)                                            156,179  108,104   24,397       --       --       --
- ---------------------------------------------------------------------------------------------------------------
HARTFORD MIDCAP HLS FUND SUB-ACCOUNT
  (Inception date July 15, 1997)
Accumulation Unit Value at beginning of period              $1.097   $1.000       --       --       --       --
- ---------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                    $1.371   $1.097       --       --       --       --
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period
 (in thousands)                                             65,617   13,437       --       --       --       --
- ---------------------------------------------------------------------------------------------------------------
HARTFORD GROWTH AND INCOME HLS FUND SUB-ACCOUNT
  (Inception date June 1, 1998)
Accumulation Unit Value at beginning of period              $1.000       --       --       --       --       --
- ---------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                    $1.182       --       --       --       --       --
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period
 (in thousands)                                             11,822       --       --       --       --       --
- ---------------------------------------------------------------------------------------------------------------
HARTFORD GLOBAL LEADERS HLS FUND SUB-ACCOUNT
  (Inception date September 30, 1998)
Accumulation Unit Value at beginning of period              $1.000       --       --       --       --       --
- ---------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                    $1.315       --       --       --       --       --
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period
 (in thousands)                                                894       --       --       --       --       --
- ---------------------------------------------------------------------------------------------------------------
HARTFORD HIGH YIELD HLS FUND SUB-ACCOUNT
  (Inception date September 30, 1998)
Accumulation Unit Value at beginning of period              $1.000       --       --       --       --       --
- ---------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                    $1.035       --       --       --       --       --
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period
 (in thousands)                                              2,255       --       --       --       --       --
- ---------------------------------------------------------------------------------------------------------------
</TABLE>

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

HIGHLIGHTS

HOW DO I PURCHASE THIS ANNUITY?

You must complete our application or order request and submit it to us for
approval with your first Premium Payment. Your first Premium Payment must be at
least $1,000 and subsequent Premium Payments must be at least $500, unless you
take advantage of our InvestEase Program-Registered Trademark- or are part of
certain retirement plans.

 -  For a limited time, usually within ten days after you receive your Contract,
    you may cancel your Annuity without paying a Contingent Deferred Sales
    Charge. You may bear the investment risk for your Premium Payment prior to
    our receipt of your request for cancellation.

WHAT TYPE OF SALES CHARGE WILL I PAY?

You don't pay a sales charge when you purchase your Annuity. We may charge you a
Contingent Deferred Sales Charge when you partially or fully Surrender your
Annuity. The Contingent Deferred Sales Charge will depend on the length of time
the Premium Payment you made has been in your Annuity. If the amount you paid
has been in your Annuity:

 -  For less than two years, the charge is 6%.

 -  For more than two years and less than four years, the charge is 5%.

 -  For more than four years and less than five years, the charge is 4%.

 -  For more than five years and less than six years, the charge is 3%

 -  For more than six years and less than seven years, the charge is 2%.
You won't be charged a Contingent Deferred Sales Charge on:

 -  The Annual Withdrawal Amount
 -  Premium Payments or earnings that have been in your Annuity for more than
    seven years.

 -  Distributions made due to death

 -  Most payments we make to you as part of your Annuity Payout

IS THERE AN ANNUAL MAINTENANCE FEE?

We deduct this $30.00 fee each year on your Contract Anniversary or when you
fully Surrender your Annuity, if, on either of those dates, the value of your
Annuity is less than $50,000.

WHAT CHARGES WILL I PAY ON AN ANNUAL BASIS?

In addition to the Annual Maintenance Fee, you pay two other types of charges
each year. The first type of charge is the fee you pay for insurance. This
charge is:

A mortality and expense risk charge that is subtracted daily and is equal to an
annual charge of 1.25% of your Contract Value invested in the Funds.

The second type of charge is the fee you pay for the Funds.


Currently, Fund charges range from 0.40% to 0.86% annually of the average daily
value of the amount you have invested in the Funds. See the Annual Fund
Operating Expenses table for more complete information and the Funds'
prospectuses accompanying this prospectus.



If you elect the Optional Death Benefit Rider, we will subtract an additional
charge on a daily basis that is equal to an annual charge of .15% of your
Contract Value invested in the Funds.


CAN I TAKE OUT ANY OF MY MONEY?

You may Surrender all or part of the amounts you have invested at any time
before we start making Annuity Payouts, or after Annuity Payouts begin under the
Payment for a Designated Period Annuity Payout Option.

 -  You may have to pay income tax on the money you take out and, if you
    Surrender before you are age 59 1/2, you may have to pay an income tax
    penalty.

 -  You may have to pay a Contingent Deferred Sales Charge on the money you
    Surrender.

WILL HARTFORD PAY A DEATH BENEFIT?

There is a Death Benefit if the Contract Owner, joint owner or the Annuitant die
before we begin to make Annuity Payouts. The Death Benefit will be calculated as
of the date we receive a certified death certificate or other legal document
acceptable to us and will be the greater of:

 -  The total Premium Payments you have made to us minus any amounts you have
    Surrendered, or

 -  The Contract Value of your Annuity, or

 -  Your Maximum Anniversary Value, which is described below.

The Maximum Anniversary Value is based on a series of calculations on Contract
Anniversaries of Contract Values, Premium Payments and partial Surrenders. We
will calculate an Anniversary Value for each Contract Anniversary prior to the
deceased's 81st birthday or date of death, whichever is earlier. The Anniversary
Value is equal to the Contract Value as of a Contract Anniversary, increased by
the dollar amount of any Premium Payments made since that anniversary and
reduced by the dollar amount of any partial Surrenders since that anniversary.
The Maximum Anniversary Value is equal to the greatest Anniversary Value
attained from this series of calculations.


If you elect the Optional Death Benefit Rider at an additional charge, the Death
Benefit will be the greater of: the total Premium Payments you have made to us
minus any amounts you have Surrendered, the Contract Value of your annuity, your
Maximum Anniversary Value or your Interest Accumulation Value starting on the
date the Optional Death Benefit Rider is added to your Annuity. The Interest
Accumulation Value prior to

<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   13
- --------------------------------------------------------------------------------

the deceased's date of death or 81st birthday, whichever is earlier, is equal
to:



 -  Your Contract Value on the date the Optional Death Benefit Rider is added;



 -  Plus any Premium Payments made after the date the Optional Death Benefit
    Rider is added;



 -  Minus any proportional adjustments for any partial Surrenders taken after
    the Optional Death Benefit Rider was added;



 -  Compounded daily at an annual rate of 5.0%.



This Death Benefit amount will remain invested in the Sub-Accounts according to
your last instructions and will fluctuate with the performance of the underlying
Funds. The Optional Death Benefit Rider may not be available if the Contract
Owner or Annuitant is age 75 or older. The Optional Death Benefit Rider is not
available in Washington.



If you purchase your Contract after September 30, 1999, you must elect the
Optional Death Benefit at the time you send us your initial Premium Payment.


WHAT ANNUITY PAYOUT OPTIONS ARE AVAILABLE?

When it comes time for us to make payouts, you may choose one of the following
Annuity Payout Options: Option 1 -- Life Annuity, Option 2 -- Life Annuity with
120, 180 or 240 Monthly Payments Certain, Option 3 -- Joint and Last Survivor
Life Annuity and Option 4 -- Payments For a Designated Period. We may make other
Annuity Payout Options available at any time.

You must begin to take payouts by the Annuitant's 90th birthday. If you do not
tell us what Annuity Payout Option you want before that time, we will make
payments under Option 2 -- Life Annuity with 120 monthly payments certain.

GENERAL CONTRACT INFORMATION
- --------------------------------------------------------------------------------

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, the District of Columbia and
Puerto Rico, except New York. On January 1, 1998, Hartford's name changed from
ITT Hartford Life and Annuity Insurance Company to Hartford Life and Annuity
Insurance Company. We were originally incorporated under the laws of Wisconsin
on January 9, 1956, and subsequently redomiciled to Connecticut. Our offices are
located in Simsbury, Connecticut; however, our mailing address is P.O. Box 2999,
Hartford, CT 06104-2999. We are ultimately controlled by The Hartford Financial
Services Group, Inc., one of the largest financial service providers in the
United States.

                               HARTFORD'S RATINGS


<TABLE>
<CAPTION>
                        EFFECTIVE
                          DATE
   RATING AGENCY        OF RATING       RATING        BASIS OF RATING
<S>                   <C>            <C>           <C>
- ------------------------------------------------------------------------
A.M. Best and
Company, Inc.              1/1/99             A+   Financial performance
- ------------------------------------------------------------------------
                                                   Insurer financial
Standard & Poor's          5/3/99            AA    strength
- ------------------------------------------------------------------------
Duff & Phelps            12/21/98            AA  + Claims paying ability
- ----------------------------------------------------------------
</TABLE>


THE SEPARATE ACCOUNT

The Separate Account is where we set aside and invest the assets of some of our
annuity contracts, including this Contract. The Separate Account was established
on May 20, 1991 and is registered as a unit investment trust under the
Investment Company Act of 1940. This registration does not involve supervision
by the Commission of the management or the investment practices of the Separate
Account or Hartford. The Separate Account meets the definition of "separate
account" under federal securities law. This Separate Account holds only assets
for variable annuity contracts. The Separate Account:

- - Holds assets for the benefit of you and other Contract Owners, and the persons
  entitled to the payments described in the Contract.

- - Is not subject to the liabilities arising out of any other business Hartford
  may conduct.

- - Is not affected by the rate of return of Hartford's General Account or by the
  investment performance of any of Hartford's other separate accounts.

- - May be subject to liabilities from a Sub-Account of the Separate Account which
  holds assets of other variable annuity contracts or variable life insurance
  policies offered by the Separate Account which are not described in this
  Prospectus.

- - Is credited with income and gains, and takes losses, whether or not realized,
  from the assets it holds.

We do not guarantee the investment results of the Separate Account. There is no
assurance that the value of your Annuity will equal the total of the payments
you make to us.

THE FUNDS

All of the Funds are sponsored and administered by Hartford Life Insurance
Company. HL Investment Advisors, LLC ("HL Advisors") serves as the investment
adviser to each of the Funds. Wellington Management Company, LLP ("Wellington
Management") and The Hartford Investment Management Company ("HIMCO") serve as
sub-investment advisers and provide day to day investment services.

Each Fund, except for the Hartford Global Leaders HLS Fund, the Hartford Growth
and Income HLS Fund and the Hartford
<PAGE>
14                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
High Yield HLS Fund, is a separate Maryland corporation registered with the
Securities and Exchange Commission as an open-end management investment company.
The Hartford Global Leaders HLS Fund, the Hartford Growth and Income HLS Fund
and the Hartford High Yield HLS Fund are diversified series of Hartford Series
Fund, Inc., a Maryland corporation, also registered with the Securities and
Exchange Commission as an open-end management investment company. The shares of
each Fund have been divided into Class IA and Class IB. Only Class IA shares are
available in this Annuity.

We do not guarantee the investment results of any of the underlying Funds. Since
each underlying Fund has different investment objectives, each is subject to
different risks. These risks and the Funds' expenses, policies and procedures
are more fully described in the accompanying Funds' prospectus and Statement of
Additional Information, which you may order from us. The Funds' prospectus
should be read in conjunction with this prospectus before investing.

The Funds may not be available in all states.

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

HARTFORD ADVISERS HLS 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. Sub-advised by Wellington Management.

HARTFORD BOND HLS FUND -- Seeks maximum current income consistent with
preservation of capital by investing primarily in investment grade 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 HLS Fund,
Inc." Sub-advised by HIMCO.

HARTFORD CAPITAL APPRECIATION HLS FUND -- Seeks growth of capital by investing
in equity securities selected solely on the basis of potential for capital
appreciation. Sub-advised by Wellington Management.

HARTFORD DIVIDEND AND GROWTH HLS FUND -- Seeks a high level of current income
consistent with growth of capital by investing primarily in dividend paying
equity securities. Sub-advised by Wellington Management.

HARTFORD GLOBAL LEADERS HLS FUND -- Seeks growth of capital by investing
primarily in equity securities issued by U.S. company and non-U.S. high quality
growth companies worldwide that, in the opinion of Wellington Management, are
leaders within their respective industries as indicated by an established market
presence and strong competitive position on a global, regional or country basis.
Sub-advised by Wellington Management.

HARTFORD GROWTH AND INCOME HLS FUND -- Seeks growth of capital and current
income by investing primarily in equity securities with earnings growth
potential and steady rising dividends. Sub-advised by Wellington Management.

HARTFORD HIGH YIELD HLS FUND -- Seeks high current income buy investing in
non-grade fixed-income securities. Growth of capital is a secondary objective.
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 High Yield HLS Fund."
Sub-advised by HIMCO.

HARTFORD INDEX HLS FUND -- Seeks to provide investment results that 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.* Sub-advised by HIMCO.

HARTFORD INTERNATIONAL ADVISERS HLS FUND -- Seeks maximum long-term total return
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. Sub-advised by Wellington
Management.

HARTFORD INTERNATIONAL OPPORTUNITIES HLS FUND -- Seeks growth of capital by
investing primarily in equity securities issued by non-U.S. companies.
Sub-advised by Wellington Management.

HARTFORD MIDCAP HLS FUND -- Seeks to achieve long-term capital growth through
capital appreciation by investing primarily in equity securities of companies
with market capitalizations within the range represented by the Standard &
Poor's Mid-Cap 400 Index. Sub-advised by Wellington Management.

HARTFORD MORTGAGE SECURITIES HLS 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. Sub-advised by HIMCO.

HARTFORD SMALL COMPANY HLS FUND -- Seeks growth of capital by investing
primarily in equity securities within the range represented by the Russell 2000
Index selected on the basis of potential for capital appreciation. Sub-advised
by Wellington Management.

HARTFORD STOCK HLS FUND -- Seeks long-term growth by investing primarily in
equity securities. Sub-advised by Wellington Management.

* "Standard & Poor's," "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.
  The Index Fund is not sponsored, endorsed, sold or promoted by Standard &
  Poor's and Standard & Poor's makes no representation regarding the
  advisability of investing in the Index Fund.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   15
- --------------------------------------------------------------------------------

HARTFORD MONEY MARKET HLS FUND -- Seeks maximum current income consistent with
liquidity and preservation of capital. Sub-advised by HIMCO.

MIXED AND SHARED FUNDING -- Shares of the Funds may be sold to our other
separate accounts and our insurance company affiliates or other unaffiliated
insurance companies to serve as the underlying investment for both variable
annuity contracts and variable life insurance policies, a practice known as
"mixed and shared funding." As a result, there is a possibility that a material
conflict may arise between the interests of Contract Owners, and of owners of
other contracts whose contract values are allocated to one or more of these
other separate accounts investing in any one of the Funds. In the event of any
such material conflicts, we will consider what action may be appropriate,
including removing the Fund from the Separate Account or replacing the Fund with
another underlying fund. There are certain risks associated with mixed and
shared funding, as disclosed in the Funds' prospectus.

VOTING RIGHTS -- We are the legal owners of all Fund shares held in the Separate
Account and we have the right to vote at the Fund's shareholder meetings. To the
extent required by federal securities laws or regulations, we will:

- - Notify you of any Fund shareholders' meeting if the shares held for your
  Contract may be voted.

- - Send proxy materials and a form of instructions that you can use to tell us
  how to vote the Fund shares held for your Contract.

- - Arrange for the handling and tallying of proxies received from Contract
  Owners.

- - Vote all Fund shares attributable to your Contract according to instructions
  received from you, and

- - Vote all Fund shares for which no voting instructions are received in the same
  proportion as shares for which instructions have been received.

If any federal securities laws or regulations, or their present interpretation,
change to permit us to vote Fund shares on our own, we may decide to do so. You
may attend any Shareholder Meeting at which shares held for your Contract may be
voted. After we begin to make Annuity Payouts to you, the number of votes you
have will decrease.

SUBSTITUTIONS, ADDITIONS, OR DELETIONS OF FUNDS -- We reserve the right, subject
to any applicable law, to make certain changes to the Funds offered under Your
Contract. We may, in our sole discretion, establish new Funds. New Funds will be
made available to existing Contract Owners as we determine appropriate. We may
also close one or more Funds to additional Payments or transfers from existing
Sub-Accounts.

We reserve the right to eliminate the shares of any of the Funds for any reason
and to substitute shares of another registered investment company for the shares
of any Fund already purchased or to be purchased in the future by the Separate
Account. To the extent required by the Investment Company Act of 1940 (the "1940
Act"), substitutions of shares attributable to your interest in a Fund will not
be made until we have the approval of the Commission and we have notified you of
the change.

In the event of any substitution or change, we may, by appropriate endorsement,
make any changes in the Contract necessary or appropriate to reflect the
substitution or change. If we decide that it is in the best interest of the
Contract Owners, the Separate Account may be operated as a management company
under the 1940 Act or any other form permitted by law, may be de-registered
under the 1940 Act in the event such registration is no longer required, or may
be combined with one or more other Separate Accounts.

PERFORMANCE RELATED INFORMATION
- --------------------------------------------------------------------------------

The Separate Account may advertise certain performance-related information
concerning the 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.


When a Sub-Account advertises its STANDARDIZED TOTAL RETURN, it will usually be
calculated since the date of the Separate Account's inception 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.


The Separate Account may also advertise NON-STANDARD TOTAL RETURNS THAT PRE-DATE
THE INCEPTION DATE OF THE SEPARATE ACCOUNT. These non-standardized total returns
are calculated by assuming that the Sub-Accounts have been in existence for the
same periods as the underlying Funds and by taking deductions for charges equal
to those currently assessed against the Sub-Accounts. These non-standardized
returns must be accompanied by standardized total returns.

If applicable, the 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 includes the recurring charges at the
Separate Account level including the Annual Maintenance Fee.


The Hartford Money Market HLS 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

<PAGE>
16                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
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 include the
recurring charges at the Separate Account level including the Annual Maintenance
Fee.

The Separate Account may also disclose YIELD for periods prior to the date the
Separate Account commenced operations. For these periods, 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. No yield disclosure
for periods prior to the date of the Separate Account will be used without the
yield disclosure for periods as of the date of the inception of the Separate
Account.

We 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 systematic investing, Dollar Cost Averaging
and asset allocation), the advantages and disadvantages of investing in
tax-deferred and taxable instruments, customer profiles and hypothetical
purchase scenarios, financial management and tax and retirement planning, and
other investment alternatives, including comparisons between the Contract and
the characteristics of and market for such alternatives.

THE FIXED ACCUMULATION FEATURE
- --------------------------------------------------------------------------------

IMPORTANT INFORMATION YOU SHOULD KNOW: THIS PORTION OF THE PROSPECTUS RELATING
TO THE FIXED ACCUMULATION FEATURE IS NOT REGISTERED UNDER THE SECURITIES ACT OF
1933 ("1933 ACT") AND THE FIXED ACCUMULATION FEATURE IS NOT REGISTERED AS AN
INVESTMENT COMPANY UNDER THE 1940 ACT. THE FIXED ACCUMULATION FEATURE OR ANY OF
ITS INTERESTS ARE NOT SUBJECT TO THE PROVISIONS OR RESTRICTIONS OF THE 1933 ACT
OR THE 1940 ACT, AND THE STAFF OF THE SECURITIES AND EXCHANGE COMMISSION HAS NOT
REVIEWED THE DISCLOSURE REGARDING THE FIXED ACCUMULATION FEATURE. THE FOLLOWING
DISCLOSURE ABOUT THE FIXED ACCUMULATION FEATURE 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 Accumulation Feature
become a part of our General Account assets. We invest the assets of the General
Account according to the laws governing the investments of insurance company
General Accounts.


Currently, we guarantee that we will credit interest at a rate of not less than
3% per year, compounded annually, to amounts you allocate to the Fixed
Accumulation Feature. We reserve the right to change the rate subject only to
applicable state insurance law. We may credit interest at a rate in excess of 3%
per year. We will periodically publish the Fixed Accumulation Feature interest
rates currently in effect. There is no specific formula for determining interest
rates. Some of the factors that we may consider in determining whether to credit
excess interest are; general economic trends, rates of return currently
available and anticipated on our investments, regulatory and tax requirements
and competitive factors. We will account for any deductions, Surrenders or
transfers from the Fixed Accumulation Feature on a "first-in first-out" basis.


IMPORTANT: ANY INTEREST CREDITED TO AMOUNTS YOU ALLOCATE TO THE FIXED
ACCUMULATION FEATURE IN EXCESS OF 3% PER YEAR WILL BE DETERMINED AT OUR SOLE
DISCRETION. YOU ASSUME THE RISK THAT INTEREST CREDITED TO THE FIXED ACCUMULATION
FEATURE MAY NOT EXCEED THE MINIMUM GUARANTEE OF 3% FOR ANY GIVEN YEAR.

From time to time, we may credit increased interest rates under certain programs
established in our sole discretion.


DOLLAR COST AVERAGING PLUS ("DCA") PROGRAMS -- Currently, you may enroll in a
special pre-authorized transfer program known as our DCA Plus Program (the
"Program"). Under this Program, Contract Owners who enroll may allocate a
minimum of $5,000 of their Premium Payment into the Program (we 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 from the Program to the selected Sub-Accounts in 3 to 6 months.
Under the 12-Month Transfer Program, the interest rate can accrue up to 12
months and all Premium Payments and accrued interest must be transferred to the
selected Sub-Accounts in 7 to 12 months. This will be accomplished by monthly
transfers for the period selected and a final transfer of the entire amount
remaining in the Program.


The pre-authorized transfers will begin within 15 days of receipt of the Program
payment provided we receive complete enrollment instructions. If we do not
receive complete Program enrollment instructions within 15 days of receipt of
the initial Program payment, the Program will be voided and the entire balance
in the Program will be transferred to the Accounts designated by you. If you do
not designate an Account, you will receive the Fixed Accumulation Feature's
current effective interest rate. Any subsequent payments we receive within the
Program period selected will be allocated to the Sub-Accounts over the remainder
of that Program transfer period.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   17
- --------------------------------------------------------------------------------

You may elect to terminate the pre-authorized transfers by calling or writing us
of your intent to cancel enrollment in the Program. Upon cancellation, you will
no longer receive the Program interest rate and unless we receive instructions
to the contrary, the amounts remaining in the Program may accrue the interest
rate currently in effect for the Fixed Accumulation Feature.

We reserve the right to discontinue, modify or amend the Program or any other
interest rate program we establish. 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 us to determine if it is available in
your state.

You may only have one DCA program in place at one time. The Fixed Accumulation
Feature and Dollar Cost Averaging Plus Program are not available in Oregon.

THE CONTRACT
- --------------------------------------------------------------------------------

PURCHASES AND CONTRACT VALUE

WHAT TYPES OF CONTRACTS ARE AVAILABLE?

The Contract is an individual or group tax-deferred variable annuity contract.
It is designed for retirement planning purposes and may be purchased by any
individual, group or trust, including:

- - Any trustee or custodian for a retirement plan qualified under Sections 401(a)
  or 403(a) of the Code;

- - Annuity purchase plans adopted by public school systems and certain tax-exempt
  organizations according to Section 403(b) of the Code;

- - Individual Retirement Annuities adopted according to Section 408 of the Code;

- - Employee pension plans established for employees by a state, a political
  subdivision of a state, or an agency 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.

The examples above represent Qualified Contracts, as defined by the Code. In
addition, individuals and trusts can also purchase Contracts that are not part
of a tax qualified retirement plan. These are known as Non-Qualified Contracts.

HOW DO I PURCHASE A CONTRACT?

You may purchase a Contract by completing and submitting an application or an
order request along with an initial Premium Payment. For most Contracts, the
minimum Premium Payment is $1,000. For additional Premium Payments, the minimum
Premium Payment is $500. Under certain situations, we may allow smaller Premium
Payments, for example, if you enroll in our InvestEase Program or are part of
certain tax qualified retirement plans. Prior approval is required for Premium
Payments of $1,000,000 or more.

You and your Annuitant must not be older than age 85 on the date that your
Contract is issued. You must be of legal age in the state where the Contract is
being purchased or a guardian must act on your behalf.

HOW ARE PREMIUM PAYMENTS APPLIED TO MY CONTRACT?

Your initial Premium Payment will be invested within two Valuation Days of our
receipt of a properly completed application or an order request and the Premium
Payment. If we receive your subsequent Premium Payment before the close of the
New York Stock Exchange, it will be priced on the same Valuation Day. If we
receive your Premium Payment after the close of the New York Stock Exchange, it
will be processed on the next Valuation Day. If we receive your Premium Payment
on a Non-Valuation Day, the amount will be invested on the next Valuation Day.
Unless we receive new instructions, we will invest the Premium Payment based on
your last allocation instructions. We will send you a confirmation when we
invest your Premium Payment.

If the request or other information accompanying the Premium Payment is
incomplete when received, we will hold the money in a non-interest bearing
account for up to five Valuation Days while we try to obtain complete
information. If we cannot obtain the information within five Valuation Days, we
will either return the Premium Payment and explain why the Premium Payment could
not be processed or keep the Premium Payment if you authorize us to keep it
until your provide the necessary information.

CAN I CANCEL MY CONTRACT AFTER I PURCHASE IT?

We want you to be satisfied with the Contract you have purchased. We urge you to
closely examine its provisions. If for any reason you are not satisfied with
your Contract, simply return it within ten days after you receive it with a
written request for cancellation that indicates your tax-withholding
instructions. In some states, you may be allowed more time to cancel your
Contract. We will not deduct any Contingent Deferred Sales Charges during this
time. We may require additional information, including a signature guarantee,
before we can cancel your Contract.

You bear the investment risk from the time the Contract is issued until we
receive your complete cancellation request.

The amount we pay you upon cancellation depends on the requirements of the state
where you purchased your Contract, the method of purchase, the type of Contract
you purchased and your age.
<PAGE>
18                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

HOW IS THE VALUE OF MY CONTRACT CALCULATED BEFORE THE ANNUITY COMMENCEMENT DATE?

The Contract Value is the sum of all Accounts. There are two things that affect
your Sub-Account value: (1) the number of Accumulation Units and (2) the
Accumulation Unit Value. The Sub-Account value is determined by multiplying the
number of Accumulation Units by the Accumulation Unit Value. Therefore, on any
Valuation Day your Contract Value reflects the investment performance of the
Sub-Accounts and will fluctuate with the performance of the underlying Funds.

When Premium Payments are credited to your Sub-Accounts, they are converted into
Accumulation Units by dividing the amount of your Premium Payments, minus any
Premium Taxes, by the Accumulation Unit Value for that day. The more Premium
Payments you put into your Contract, the more Accumulation Units you will own.
You decrease the number of Accumulation Units you have by requesting Surrenders,
transferring money out of an Account, settling a Death Benefit claim or by
annuitizing your Contract.

To determine the current Accumulation Unit Value, we take the prior Valuation
Day's Accumulation Unit Value and multiply it by the Net Investment Factor for
the current Valuation Day.

The Net Investment Factor is used to measure the investment performance of a
Sub-Account from one Valuation Day to the next. The Net Investment Factor for
each Sub-Account equals:

- - The net asset value per share of each Fund held in the Sub-Account at the end
  of the current Valuation Day divided by

- - The net asset value per share of each Fund held in the Sub-Account at the end
  of the prior Valuation Day; minus


- - The daily mortality and expense risk charge and any other applicable charge,
  such as any Optional Death Benefit Rider charge adjusted for the number of
  days in the period.


We will send you a statement in each calendar quarter, which tells you how many
Accumulation Units you have, their value and your total Contract Value.

CAN I TRANSFER FROM ONE SUB-ACCOUNT TO ANOTHER?

TRANSFERS BETWEEN SUB-ACCOUNTS -- You may transfer from one Sub-Account to
another before and after the Annuity Commencement Date at no extra charge. Your
transfer request will be processed on the day that it is received as long as it
is received on a Valuation Day before the close of the New York Stock Exchange.
Otherwise, your request will be processed on the following Valuation Day. We
will send you a confirmation when we process your transfer. You are responsible
for verifying transfer confirmations and promptly advising us of any errors
within 30 days of receiving the confirmation.

SUB-ACCOUNT TRANSFER RESTRICTIONS -- We reserve the right to limit the number of
transfers to 12 per Contract Year, with no transfers occurring on consecutive
Valuation Days. We also have the right to restrict transfers if we believe that
the transfers could have an adverse effect on other Contract Owners. In all
states except New York, Florida, Maryland and Oregon, we may:

- - Require a minimum time period between each transfer,

- - Limit the dollar amount that may be transferred on any one Valuation Day, and

- - Not accept transfer requests from an agent acting under a power of attorney
  for more than one Contract Owner.

We also have a restriction in place that involves individuals who act under a
power of attorney for multiple Contract Owners. If the value of the Contract
Owners' Accounts add up to more than $2 million, we will not accept transfer
instructions from the power of attorney unless the power of attorney has entered
into a Third Party Transfer Services Agreement with us.

Some states may have different restrictions.

FIXED ACCUMULATION FEATURE TRANSFERS -- During each Contract Year, you may make
transfers out of the Fixed Accumulation Feature to Sub-Accounts. All transfer
allocations must be in whole numbers (e.g., 1%). You may transfer either:

- - 30% of your total amount in the Fixed Accumulation Feature, or

- - An amount equal to the largest previous transfer.

These transfer limits do not include transfers done through Dollar Cost
Averaging or the DCA Plus Program.

If your interest rate renews at a rate at least 1% lower than your prior
interest rate, you may transfer an amount equal to up to 100% of the amount to
be invested at the renewal rate. You must make this transfer request within 60
days of being notified of the renewal rate.

FIXED ACCUMULATION FEATURE TRANSFER RESTRICTIONS -- We reserve the right to
defer transfers from the Fixed Accumulation Feature for up to 6 months from the
date of your request. After any transfer, you must wait six months before moving
Sub-Account Values back to the Fixed Accumulation Feature.


TELEPHONE TRANSFERS -- In most states, you can make transfers by calling us at
(800) 862-6668. Hartford, our agents or our affiliates are not responsible for
losses resulting from telephone requests that we believe are genuine. We will
use reasonable procedures to confirm that telephone instructions are genuine,
including requiring that callers provide certain identification information and
recording all telephone transfer instructions. We reserve the right to suspend,
modify, or terminate telephone transfer privilege at any time.


POWER OF ATTORNEY -- You may authorize another person to make transfers on your
behalf by submitting a completed Power of Attorney form. Once we have the
completed form on file, we will accept transfer instructions, subject to our
transfer restrictions, from your designated third party until we receive new
instructions in writing from you. You will not be able to make transfers or
other changes to your Contract if you have authorized someone else to act under
a Power of Attorney.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   19
- --------------------------------------------------------------------------------

CHARGES AND FEES


There are 5 charges and fees associated with the Contract and the Optional Death
Benefit Rider Charge:


1.  THE CONTINGENT DEFERRED SALES CHARGE

The Contingent Deferred Sales Charge covers some of the expenses relating to the
sale and distribution of the Contract, including commissions paid to registered
representatives and the cost of preparing sales literature and other promotional
activities.

We assess a Contingent Deferred Sales Charge when you request a full or partial
Surrender. The percentage of the Contingent Deferred Sales Charge is based on
how long your Premium Payments have been in the Contract. The Contingent
Deferred Sales Charge will not exceed the total amount of the Premium Payments
made. Each Premium Payment has its own Contingent Deferred Sales Charge
schedule. Premium Payments are Surrendered in the order in which they were
received. The longer you leave your Premium Payments in the Contract, the lower
the Contingent Deferred Sales Charge will be when you Surrender.

The Contingent Deferred Sales Charge is a percentage of the amount Surrendered
and is equal to:

<TABLE>
<CAPTION>
          NUMBER OF
            YEARS            CONTINGENT
            FROM             DEFERRED
           PREMIUM           SALES
           PAYMENT           CHARGE
          <S>                <C>
          ----------------------
              1              6%
          ----------------------
              2              6%
          ----------------------
              3              5%
          ----------------------
              4              5%
          ----------------------
              5              4%
          ----------------------
              6              3%
          ----------------------
              7              2%
          ----------------------
          8 or more          0%
          ----------------------
</TABLE>

THE FOLLOWING SURRENDERS ARE NOT SUBJECT TO A CONTINGENT DEFERRED SALES CHARGE:

- - ANNUAL WITHDRAWAL AMOUNT -- During the first seven years from each Premium
  Payment, you may, each Contract Year, take partial Surrenders up to 10% of the
  total Premium Payments. If you do not take 10% one year, you may not take more
  than 10% the next year. These amounts are different for group unallocated
  Contracts and Contracts issued to a Charitable Remainder Trust.

- - SURRENDERS MADE FROM PREMIUM PAYMENTS INVESTED FOR MORE THAN SEVEN YEARS --
  After the seventh Contract Year, you may take the total of: (a) all of your
  earnings, and (b) all Premium Payments held in your Contract for more than
  seven years, and (c) 10% of Premium Payments made during the last seven years.

UNDER THE FOLLOWING SITUATIONS, THE CONTINGENT DEFERRED SALES CHARGE IS WAIVED:

- - Upon eligible confinement as described in the Waiver of Sales Charge Rider.
  For Contracts purchased on or after September 29, 1997, we will waive any
  Contingent Deferred Sales Charge applicable to a partial or full Surrender if
  you, the joint owner or the Annuitant, is confined for at least 180 calendar
  days to a: (a) facility recognized as a general hospital by the proper
  authority of the state in which it is located; or (b) facility recognized as a
  general hospital by the Joint Commission on the Accreditation of Hospitals; or
  (c) facility certified as a hospital or long-term care facility; or (d)
  nursing home licensed by the state in which it is located and offers the
  services of a registered nurse 24 hours a day. If you, the joint owner or the
  Annuitant is confined when you purchase the Contract, this waiver is not
  available. For it to apply, you must: (a) have owned the Contract continuously
  since it was issued, (b) provide written proof of confinement satisfactory to
  us, and (c) request the Surrender within 90 calendar days of the last day of
  confinement. This waiver may not be available in all states. Please contact
  your Registered Representative or us to determine if it is available for you.

- - For Required Minimum Distributions. This allows Annuitants who are age 70 1/2
  or older, with a Contract held under an Individual Retirement Account or
  403(b) plan, to Surrender an amount equal to the Required Minimum Distribution
  for the Contract without a Contingent Deferred Sales Charge. All requests for
  Required Minimum Distributions must be in writing.

- - On or after the Annuitant's 90th birthday.

- - For disabled participants enrolled in a group unallocated, tax qualified
  retirement plan. With our approval and under certain conditions, participants
  who become disabled can receive Surrenders free of Contingent Deferred Sales
  Charge.

THE FOLLOWING SITUATIONS ARE NOT SUBJECT TO A CONTINGENT DEFERRED SALES CHARGE:

- - Upon death of the Annuitant or Contract Owner. No Contingent Deferred Sales
  Charge will be deducted if the Annuitant or Contract Owner dies, unless the
  Contract Owner is not a natural person (e.g. a trust).

- - Upon Annuitization. The Contingent Deferred Sales Charge is not deducted when
  you annuitize the Contract. We will charge a Contingent Deferred Sales Charge
  if the Contract is fully Surrendered during the Contingent Deferred Sales
  Charge period under an Annuity Payout Option which allows Surrenders.

- - Upon cancellation during the Right to Cancel Period

2.  MORTALITY AND EXPENSE RISK CHARGE


For assuming mortality and expense risks under the Contract, we deduct a daily
charge at an annual rate of 1.25% of Sub-Account Value (estimated at .90% for
mortality and .35% for

<PAGE>
20                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
expenses). The mortality and expense risk charge is broken into charges for
mortality risks and for an expense risk:

MORTALITY RISK -- There are two types of mortality risks that we assume, those
made while your Premium Payments are accumulating and those made once Annuity
Payouts have begun

During the period your Premium Payments are accumulating, we are required to
cover any difference between the Death Benefit paid and the Surrender Value.
These differences may occur during periods of declining value or in periods
where the Contingent Deferred Sales Charges would have been applicable. The risk
that we bear during this period is that actual mortality rates, in aggregate,
may exceed expected mortality rates.

Once Annuity Payouts have begun, we may be required to make Annuity Payouts as
long as the Annuitant is living, regardless of how long the Annuitant lives. We
would be required to make these payments if the Payout Option chosen is the Life
Annuity, Life Annuity With Payments for a Period Certain or Joint and Last
Survivor Life Annuity Payout Option. The risk that we bear during this period is
that the actual mortality rates, in aggregate, may be lower than the expected
mortality rates.

EXPENSE RISK -- We also bear an expense risk that the Contingent Deferred Sales
Charges and the Annual Maintenance Fee collected before the Annuity Commencement
Date may not be enough to cover the actual cost of selling, distributing and
administering the Contract.

Although variable Annuity Payouts will fluctuate with the performance of the
underlying Fund selected, your Annuity Payouts will NOT be affected by (a) the
actual mortality experience of our Annuitants, or (b) our actual expenses if
they are greater than the deductions stated in the Contract. Because we cannot
be certain how long our Annuitants will live, we charge this percentage fee
based on the mortality tables currently in use. The mortality and expense risk
charge enables us to keep our commitments and to pay you as planned.

3.  ANNUAL MAINTENANCE FEE

The Annual Maintenance Fee is a flat fee that is deducted from your Contract
Value to reimburse us for expenses relating to the administrative maintenance of
the Contract and the Accounts. The annual $30 charge is deducted on a Contract
Anniversary or when the Contract is fully Surrendered if the Contract Value at
either of those times is less than $50,000. The charge is deducted
proportionately from each Account in which you are invested.

WHEN IS THE ANNUAL MAINTENANCE FEE WAIVED?

We will waive the Annual Maintenance Fee if your Contract Value is $50,000 or
more on your Contract Anniversary or when you fully Surrender your Contract. In
addition, we will waive one Annual Maintenance Fee for Contract Owners who own
more than one Contract with a combined Contract Value between $50,000 and
$100,000. If you have multiple Contracts with a combined Contract Value of
$100,000 or greater, we will waive the Annual Maintenance Fee on all Contracts.
However, we reserve the right to limit the number of waivers to a total of six
Contracts. We also reserve the right to waive the Annual Maintenance Fee under
certain other conditions.

4.  PREMIUM TAXES

We deduct Premium Taxes, if required, by a state or other government agency.
Some states collect the taxes when Premium Payments are made; others collect at
Annuitization. Since we pay Premium Taxes when they are required by applicable
law, we may deduct them from your Contract when we pay the taxes, upon
Surrender, or on the Annuity Commencement Date. The Premium Tax rate varies by
state or municipality. Currently, the maximum rate charged by any state is 3.5%
and 4% in Puerto Rico.

5.  CHARGES AGAINST THE FUNDS

The Separate Account purchases shares of the Funds at net asset value. The net
asset value of the Fund reflects investment advisory fees and administrative
expenses already deducted from the assets of the Funds. These charges are
described in the Funds' prospectuses accompanying this prospectus.


OPTIONAL DEATH BENEFIT RIDER CHARGE:  If you elect the Optional Death Benefit
Rider, we will subtract an additional charge on a daily basis that is equal to
an annual charge of .15% of your Contract Value invested in the Funds.


WE MAY OFFER, IN OUR DISCRETION, REDUCED FEES AND CHARGES INCLUDING, BUT NOT
LIMITED TO CONTINGENT DEFERRED SALES CHARGES, THE MORTALITY AND EXPENSE RISK
CHARGE, AND THE ANNUAL MAINTENANCE FEE, FOR CERTAIN CONTRACTS (INCLUDING
EMPLOYER SPONSORED SAVINGS PLANS) WHICH MAY RESULT IN DECREASED COSTS AND
EXPENSES. REDUCTIONS IN THESE FEES AND CHARGES WILL NOT BE UNFAIRLY
DISCRIMINATORY AGAINST ANY CONTRACT OWNER.

DEATH BENEFIT

WHAT IS THE DEATH BENEFIT AND HOW IS IT CALCULATED?

The Death Benefit is the amount we will pay upon the death of the Contract Owner
or the Annuitant. The Death Benefit is calculated when we receive a certified
death certificate or other legal document acceptable to us.

The calculated Death Benefit will remain invested in the same Accounts,
according to the Contract Owner's last instructions until we receive complete
written settlement instructions from the Beneficiary. Therefore, the Death
Benefit amount will fluctuate with the performance of the underlying Funds. When
there is more than one Beneficiary, we will calculate the Accumulation Units for
each Sub-account and the dollar amount for the Fixed Accumulation Feature for
each Beneficiary's portion of the proceeds.

If death occurs before the Annuity Commencement Date, the Death Benefit is the
greatest of:

- - The Contract Value on the date the death certificate or other legal document
  acceptable to us is received; or
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   21
- --------------------------------------------------------------------------------

- - 100% of all Premium Payments paid into the Contract minus any partial
  Surrenders; or

- - The Maximum Anniversary Value, which is described below.

The Maximum Anniversary Value is based on a series of calculations on Contract
Anniversaries of Contract Values, Premium Payments and partial Surrenders. We
will calculate an Anniversary Value for each Contract Anniversary prior to the
deceased's 81st birthday or date of death, whichever is earlier. The Anniversary
Value is equal to the Contract Value as of a Contract Anniversary, increased by
the dollar amount of any Premium Payments made since that anniversary and
reduced by the dollar amount of any partial Surrenders since that anniversary.
The Maximum Anniversary Value is equal to the greatest Anniversary Value
attained from this series of calculations.

The Maximum Anniversary Value is only calculated until the earlier of the
Contract Owner or Annuitant's 81st birthday or death.


You may also elect the Optional Death Benefit Rider for an additional fee. The
Optional Death Benefit adds the Interest Accumulation Value to the Death Benefit
calculation.



If you elect the Optional Death Benefit Rider, the Death Benefit prior to the
deceased's date of death or the deceased's 81st birthday, whichever is earlier,
will be the greater of:



- - the total Premium Payments you have made to us minus any amounts you have
  Surrendered;



- - The Contract Value of your annuity, or



- - Your Maximum Anniversary Value



- - The Interest Accumulation Value on the date the Optional Death Benefit Rider
  is added to your contract.



The Interest Accumulation Value prior to the deceased's date of death or 81st
birthday, whichever is earlier is equal to:



- - Your Contract Value on the date the Optional Death Benefit Rider is added;



- - Plus any Premium Payments made after the date the Optional Death Benefit Rider
  is added;



- - Minus any proportional adjustments for any partial Surrenders taken after the
  Optional Death Benefit Rider was added;



- - Compounded daily at an annual rate of 5.0%.



On or after the deceased's 81st birthday or date of death, the Interest
Accumulation Value will not continue to compound, but will be adjusted to add
any Premium Payments or subtract any proportional adjustments for any partial
Surrenders.



The Optional Death Benefit is limited to a maximum of 200% of the Contract Value
on the date the Optional Death Benefit Rider was added, plus 200% of any Premium
Payments made since the addition of the Optional Death Benefit Rider minus any
proportional adjustments for any Surrenders from that date.



If you elect the Optional Death Benefit, we will subtract an additional charge
on a daily basis that is equal to an annual charge of .15% of your Contract
Value invested in the Funds. The Optional Death Benefit Rider may not be
available if the Contract Owner or Annuitant is age 75 or older. The Optional
Death Benefit Rider is not available in Washington.



If you purchase your Contract after September 30, 1999, you must elect the
Optional Death Benefit at the time you send us your initial Premium Payment.


HOW IS THE DEATH BENEFIT PAID?

The Death Benefit may be taken in one lump sum or under any of the Annuity
Payout Options then being offered by us. On the date we receive complete
instructions from the Beneficiary, we will compute the Death Benefit amount to
be paid out or applied to a selected Annuity Payout Option. When there is more
than one Beneficiary, we will calculate the Death Benefit amount for each
Beneficiary's portion of the proceeds and then pay it out or apply it to a
selected Annuity Payout Option according to each Beneficiary's instructions. If
we receive the complete instructions on a Non-Valuation Day, computations will
take place on the next Valuation Day.

The Beneficiary may elect under the Annuity Proceeds Settlement Option "Death
Benefit Remaining with the Company" to leave proceeds from the Death Benefit
with us for up to five years from the date of the Contract Owner's death if the
Contract Owner died before the Annuity Commencement Date. Once we receive a
certified death certificate or other legal documents acceptable to us, the
Beneficiary can: (a) make Sub-Account transfers and (b) take Surrenders without
paying Contingent Deferred Sales Charges.

REQUIRED DISTRIBUTIONS -- If the Contract Owner dies before the Annuity
Commencement Date, the Death Benefit must be distributed within five years after
death. The Beneficiary can choose any Annuity Payout Option that results in
complete Annuity Payout within five years.

If the Contract Owner dies on or after the Annuity Commencement Date under an
Annuity Payout Option with a Death Benefit, any remaining value must be
distributed at least as rapidly as under the payment method being used as of the
Contract Owner's death.

If the Contract Owner is not an individual (e.g. a trust), then the original
Annuitant will be treated as the Contract Owner in the situations described
above and any change in the original Annuitant will be treated as the death of
the Contract Owner.

WHO WILL RECEIVE THE DEATH BENEFIT?

The distribution of the Death Benefit is based on whether death is before, on or
after the Annuity Commencement Date.

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

IF DEATH OCCURS BEFORE THE ANNUITY COMMENCEMENT DATE:

<TABLE>
<S>                       <C>                         <C>                         <C>
IF THE DECEASED IS THE .  AND . . .                   AND . . .                   THEN THE . . .
 . .
- ------------------------------------------------------------------------------------------------------------
Contract Owner            There is a surviving joint  The Annuitant is living or  Joint Contract Owner
                          Contract Owner              deceased                    receives the Death
                                                                                  Benefit.
- ------------------------------------------------------------------------------------------------------------
Contract Owner            There is no surviving       The Annuitant is living or  Designated Beneficiary
                          joint Contract Owner        deceased                    receives the Death
                                                                                  Benefit.
- ------------------------------------------------------------------------------------------------------------
Contract Owner            There is no surviving       The Annuitant is living or  Contract Owner's estate
                          joint Contract Owner and    deceased                    receives the Death
                          the Beneficiary                                         Benefit.
                          predeceases the Contract
                          Owner
- ------------------------------------------------------------------------------------------------------------
Annuitant                 The Contract Owner is       There is no named           Death Benefit is paid to
                          living                      Contingent Annuitant        the Contract Owner and not
                                                                                  the designated
                                                                                  Beneficiary.
- ------------------------------------------------------------------------------------------------------------
Annuitant                 The Contract Owner is       The Contingent Annuitant    Contingent Annuitant
                          living                      is living                   becomes the Annuitant, and
                                                                                  the Contract continues.
</TABLE>

IF DEATH OCCURS ON OR AFTER THE ANNUITY COMMENCEMENT DATE:

<TABLE>
<S>                       <C>                                       <C>
IF THE DECEASED IS THE .  AND . . .                                 THEN THE . . .
 . .
- ------------------------------------------------------------------------------------------------------------
Contract Owner            The Annuitant is living                   Designated Beneficiary becomes the
                                                                    Contract Owner
- ------------------------------------------------------------------------------------------------------------
Annuitant                 The Contract Owner is living              Contract Owner receives the Death
                                                                    Benefit.
- ------------------------------------------------------------------------------------------------------------
Annuitant                 The Annuitant is also the Contract Owner  Designated Beneficiary receives the
                                                                    Death Benefit.
</TABLE>

THESE ARE THE MOST COMMON DEATH BENEFIT SCENARIOS, HOWEVER, THERE ARE OTHERS.
SOME OF THE ANNUITY PAYOUT OPTIONS MAY NOT RESULT IN A DEATH BENEFIT PAYOUT. IF
YOU HAVE QUESTIONS ABOUT THESE AND ANY OTHER SCENARIOS, PLEASE CONTACT YOUR
REGISTERED REPRESENTATIVE OR US.

WHAT SHOULD THE BENEFICIARY CONSIDER?

ALTERNATIVES TO THE REQUIRED DISTRIBUTIONS -- The selection of an Annuity Payout
Option and the timing of the selection will have an impact on the tax treatment
of the Death Benefit. To receive favorable tax treatment, the Annuity Payout
Option selected: (a) cannot extend beyond the Beneficiary's life or life
expectancy, and (b) must begin within one year of the date of death.

If these conditions are NOT met, the Death Benefit will be treated as a lump sum
payment for tax purposes. This sum will be taxable in the year in which it is
considered received.


SPOUSAL CONTRACT CONTINUATION -- If the Beneficiary is the Contract Owner's
spouse, the Beneficiary may elect to continue the Contract as the contract
owner, receive the death benefit in one lump sum payment or elect an Annuity
Payout Option. If you elect the Optional Death Benefit Rider for an additional
charge and the Contract continues with the spouse as Contract Owner, we will
adjust the Contract Value to the amount that we would have paid as the Death
Benefit, if the Spouse had elected to receive the Death Benefit. This spousal
continuation is available only once for each Contract.


SURRENDERS

WHAT KINDS OF SURRENDERS ARE AVAILABLE?

FULL SURRENDERS BEFORE THE ANNUITY COMMENCEMENT DATE -- When you Surrender your
Contract before the Annuity Commencement Date, the Surrender Value of the
Contract will be made in a lump sum payment. The Surrender Value is the Contract
Value minus any applicable Premium Taxes, Contingent Deferred Sales Charges and
the Annual Maintenance Fee. The Surrender Value may be more or less than the
amount of the Premium Payments made to a Contract.

PARTIAL SURRENDERS BEFORE THE ANNUITY COMMENCEMENT DATE -- You may request a
partial Surrender of Contract Values at any time before the Annuity Commencement
Date. There are two restrictions:

- - The partial Surrender amount must be at least equal to $100, our current
  minimum for partial Surrenders, and

- - The Contract must have a minimum Contract Value of $500 after the Surrender.
  The minimum Contract Value in New York must be $1000 after the Surrender. We
  reserve the right to close your Contract and pay the full Surrender Value if
  the Contract Value is under the minimum after the Surrender. If
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   23
- --------------------------------------------------------------------------------
  your Contract was issued in Texas, a remaining value of $500 is not required
  to continue the Contract if Premium Payments were made in the last two
  Contract Years.

FULL SURRENDERS AFTER THE ANNUITY COMMENCEMENT DATE -- You may Surrender your
Contract on or after the Annuity Commencement Date only if you selected the
Payment For a Period Certain Annuity Payout Option. Under this option, we pay
you the Commuted Value of your Contract minus any applicable Contingent Deferred
Sales Charges. The Commuted Value is determined on the day we receive your
written request for Surrender.

PARTIAL SURRENDERS ARE ALLOWED AFTER THE ANNUITY COMMENCEMENT DATE IF YOU ELECT
THE PAYMENTS FOR A DESIGNATED PERIOD ANNUITY PAYOUT OPTION, BUT CHECK WITH YOUR
TAX ADVISOR BECAUSE THERE COULD BE ADVERSE TAX CONSEQUENCES.

HOW DO I REQUEST A SURRENDER?

Requests for full Surrenders must be in writing. Requests for partial Surrenders
can be made in writing or by telephone. We will send your money within seven
days of receiving complete instructions. However, we may postpone payment of
Surrenders whenever: (a) the New York Stock Exchange is closed, (b) trading on
the New York Stock Exchange is restricted by the SEC, (b) the SEC permits and
orders postponement or (c) the SEC determines that an emergency exists to
restrict valuation.

WRITTEN REQUESTS -- To request a full or partial Surrender, complete a Surrender
Form or send us a letter, signed by you, stating:

- - the dollar amount that you want to receive, either before or after we withhold
  taxes and deduct for any applicable charges,

- - your tax withholding amount or percentage, if any, and

- - your mailing address.

If there are joint Contract Owners, both must authorize all Surrenders. For a
partial Surrender, specify the Accounts that you want your Surrender to come
from, otherwise, the Surrender will be taken in proportion to the value in each
Account.

TELEPHONE REQUESTS -- To request a partial Surrender by telephone, we must have
received your completed Telephone Redemption Program Enrollment Form. If there
are joint Contract Owners, both must sign this form. By signing the form, you
authorize us to accept telephone instructions for partial Surrenders from either
Contract Owner. Telephone authorization will remain in effect until we receive a
written cancellation notice from you or your joint Contract Owner, we
discontinue the program, or you are no longer the owner of the Contract. There
are some restrictions on telephone surrenders, please call us with any
questions.

We may record telephone calls and use other procedures to verify information and
confirm that instructions are genuine. We will not be liable for losses or
expenses arising from telephone instructions reasonably believed to be genuine.
WE MAY MODIFY THE REQUIREMENTS FOR TELEPHONE REDEMPTIONS AT ANY TIME.

Telephone Surrender instructions received before the close of the New York Stock
Exchange will be processed on that Valuation Day. Otherwise, your request will
be processed on the next Valuation Day.

COMPLETING A POWER OF ATTORNEY FORM FOR ANOTHER PERSON TO ACT ON YOUR BEHALF MAY
PREVENT YOU FROM MAKING SURRENDERS VIA TELEPHONE.

WHAT SHOULD BE CONSIDERED ABOUT TAXES?

There are certain tax consequences associated with Surrenders:

PRIOR TO AGE 59 1/2 -- If you make a Surrender prior to age 59 1/2, there may be
adverse tax consequences including a 10% federal income tax penalty on the
taxable portion of the Surrender payment. Surrendering before age 59 1/2 may
also affect the continuing tax-qualified status of some Contracts.

WE DO NOT MONITOR SURRENDER REQUESTS. TO DETERMINE WHETHER A SURRENDER IS
PERMISSIBLE, WITH OR WITHOUT FEDERAL INCOME TAX PENALTY, PLEASE CONSULT YOUR
PERSONAL TAX ADVISER.

MORE THAN ONE CONTRACT ISSUED IN THE SAME CALENDAR YEAR:

If you own more than one contract issued by us or our affiliates in the same
calendar year, then these contracts may be treated as one contract for the
purpose of determining the taxation of distributions prior to the Annuity
Commencement Date. Please consult your tax adviser for additional information.

INTERNAL REVENUE CODE SECTION 403(B) ANNUITIES -- As of December 31, 1988, all
section 403(b) annuities have limits on full and partial Surrenders.
Contributions to your Contract made after December 31, 1988 and any increases in
cash value after December 31, 1988 may not be distributed unless you are: (a)
age 59 1/2, (b) no longer employed, (c) deceased, (d) disabled, or (e)
experiencing a financial hardship (cash value increases may not be distributed
for hardships prior to age 59 1/2). Distributions prior to age 59 1/2 due to
financial hardship; unemployment or retirement may still be subject to a penalty
tax of 10%.

WE ENCOURAGE YOU TO CONSULT WITH YOUR TAX ADVISER BEFORE MAKING ANY SURRENDERS.
PLEASE SEE THE "FEDERAL TAX CONSIDERATIONS" SECTION FOR MORE INFORMATION.
<PAGE>
24                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

ANNUITY PAYOUTS

THIS SECTION DESCRIBES WHAT HAPPENS WHEN WE BEGIN TO MAKE REGULAR ANNUITY
PAYOUTS FROM YOUR CONTRACT. YOU, AS THE CONTRACT OWNER, SHOULD ANSWER FIVE
QUESTIONS:

1.  When do you want Annuity Payouts to begin?

2.  Which Annuity Payout Option do you want to use?

3.  How often do you want to receive Annuity Payouts?

4.  What is the Assumed Investment Return?

5.  Do you want fixed dollar amount or variable dollar amount Annuity Payouts?

Please check with your financial advisor to select the Annuity Payout Option
that best meets your income needs.

1.  WHEN DO YOU WANT ANNUITY PAYOUTS TO BEGIN?

You select an Annuity Commencement Date when you purchase your Contract or at
any time before you begin receiving Annuity Payouts. You may change the Annuity
Commencement Date by notifying us within thirty days prior to the date. The
Annuity Commencement Date cannot be deferred beyond the 15th day of the month of
the Annuitant's 90th birthday. If this Contract is issued to the trustee of a
Charitable Remainder Trust, the Annuity Commencement Date may be deferred to the
Annuitant's 100th birthday.

The Annuity Calculation Date is when the amount of your Annuity Payout is
determined. This occurs within five Valuation Days before your selected Annuity
Commencement Date.

All Annuity Payouts, regardless of frequency, will occur on the same day of the
month as the Annuity Commencement Date. After the initial payout, if an Annuity
Payout date falls on a Non-Valuation Day, the Annuity Payout is computed on the
prior Valuation Day. If the Annuity Payout date does not occur in a given month
due to a leap year or months with only 28 days (i.e. the 31st), the Annuity
Payout will be computed on the last Valuation Day of the month.

2.  WHICH ANNUITY PAYOUT OPTION DO YOU WANT TO USE?

Your Contract contains the Annuity Payout Options described below. The Annuity
Proceeds Settlement Option is an option that can be elected by the Beneficiary
after the death of the Contract Owner and is described in the "Death Benefit"
section. We may at times offer other Annuity Payout Options.

OPTION 1 -- LIFE ANNUITY

We make Annuity Payouts as long as the Annuitant is living. When the Annuitant
dies, we stop making Annuity Payouts. A Payee would receive only one Annuity
Payout if the Annuitant dies after the first payout, two Annuity Payouts if the
Annuitant dies after the second payout, and so forth.

OPTION 2 -- LIFE ANNUITY WITH 120, 180 OR 240 MONTHLY PAYMENTS CERTAIN

We make monthly Annuity Payouts during the lifetime of the Annuitant but Annuity
Payouts are at least guaranteed for a minimum of 120, 180 or 240 months, as you
elect. If, at the death of the Annuitant, Annuity Payouts have been made for
less than the minimum elected number of months, then the Commuted Value as of
the date of the Annuitant's death will be paid in one sum to the Beneficiary.

OPTION 3 -- JOINT AND LAST SURVIVOR LIFE ANNUITY

We will make Annuity Payouts as long as the Annuitant and Joint Annuitant are
living. When one Annuitant dies, we continue to make Annuity Payouts to the
other Annuitant until that second Annuitant dies. When choosing this option, you
must decide what will happen to the Annuity Payouts; either fixed or variable,
after the first Annuitant dies. You must select Annuity Payouts that:

- - Remain the same at 100%, or

- - Decrease to 66.67%, or

- - Decrease to 50%.

For variable Annuity Payouts, these percentages represent Annuity Units; for
fixed Annuity Payouts, they represent actual dollar amounts. The percentage will
also impact the Annuity Payout amount we pay while both Annuitants are living.
If you pick a lower percentage, your original Annuity Payouts will be higher
while both Annuitants are alive.

OPTION 4 -- PAYMENTS FOR A DESIGNATED PERIOD

We will make Annuity Payouts for the number of years that you select. You can
select between 5 years and 30 years.

IMPORTANT INFORMATION:

- - YOU CANNOT SURRENDER YOUR CONTRACT ONCE ANNUITY PAYOUTS BEGIN, UNLESS YOU HAVE
  SELECTED THE PAYMENTS FOR A DESIGNATED PERIOD ANNUITY PAYOUT OPTION. A
  CONTINGENT DEFERRED SALES CHARGE MAY BE DEDUCTED.

- - For Non-Qualified Contracts, if you do not elect an Annuity Payout Option,
  fixed Annuity Payouts will automatically begin on the Annuity Commencement
  Date under the Life Annuity with 120, 180 or 240 Monthly Payments Certain
  Annuity Payout Option with payouts for 120 months.

- - For Qualified Contracts and Contracts issued in Texas, if you do not elect an
  Annuity Payout Option, fixed Annuity Payouts will begin automatically on the
  Annuity Commencement Date, under the Annuity Payout Option 1 -- Life Annuity.

3.  HOW OFTEN DO YOU WANT THE PAYEE TO RECEIVE ANNUITY PAYOUTS?

In addition to selecting an Annuity Commencement Date and an Annuity Payout
Option, you must also decide how often you
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   25
- --------------------------------------------------------------------------------
want the Payee to receive Annuity Payouts. You may choose to receive Annuity
Payouts:

- - monthly,

- - quarterly,

- - semi-annually, or

- - annually.


Once you select a frequency, it cannot be changed. If you do not make a
selection, the Payee will receive monthly Annuity Payouts. You must select a
frequency that results in an Annuity Payout of at least $50. If the amount falls
below $50, we have the right to change the frequency to bring the Annuity Payout
up to at least $50.


4.  WHAT IS THE ASSUMED INVESTMENT RETURN?

The Assumed Investment Return is the investment return used to calculate
variable Annuity Payouts. The Assumed Investment Return for your Annuity is 5%.
The first Annuity Payout will be based upon a 5% Assumed Investment Return. The
remaining Annuity Payouts will fluctuate based on the actual investment results
of the Sub-Accounts.

5.  DO YOU WANT ANNUITY PAYOUTS TO BE FIXED-DOLLAR AMOUNT OR VARIABLE-DOLLAR
AMOUNT?

You may choose an Annuity Payout Option with fixed-dollar amounts or
variable-dollar amounts, depending on your income needs.

FIXED-DOLLAR AMOUNT ANNUITY PAYOUTS -- Once a fixed-dollar amount Annuity Payout
begins, you cannot change your selection to receive variable-dollar amount
Annuity Payout. You will receive equal fixed-dollar amount Annuity Payouts
throughout the Annuity Payout period. Fixed-dollar amount Annuity Payout amounts
are determined by multiplying the Contract Value, minus any applicable Premium
Taxes, by an Annuity rate. The annuity rate is set by us and is not less than
the rate specified in the Fixed Payment Annuity tables in your Contract.

VARIABLE-DOLLAR AMOUNT ANNUITY PAYOUTS -- A variable-dollar amount Annuity
Payout is based on the investment performance of the Sub-Accounts. The
variable-dollar amount Annuity Payouts may fluctuate with the performance of the
underlying Funds. To begin making variable-dollar amount Annuity Payouts, we
convert the first Annuity Payout amount to a set number of Annuity Units and
then price those units to determine the Annuity Payout amount. The number of
Annuity Units that determines the Annuity Payout amount remains fixed unless you
transfer units between Sub-Accounts.

The dollar amount of the first variable Annuity Payout depends on:

- - the Annuity Payout Option chosen,

- - the Annuitant's attained age and gender (if applicable), and,

- - the applicable annuity purchase rates based on the 1983a Individual Annuity
  Mortality table

- - the Assumed Investment Return

The total amount of the first variable-dollar amount Annuity Payout is
determined by dividing the Contract Value minus any applicable Premium Taxes, by
$1,000 and multiplying the result by the payment factor defined in the Contract
for the selected Annuity Payout Option.

The dollar amount of each subsequent variable-dollar amount Annuity Payout is
equal to the total of:

Annuity Units for each Sub-Account multiplied by Annuity Unit Value of each
Sub-Account.

The Annuity Unit Value of each Sub-Account for any Valuation Period is equal to
the Accumulation Unit Value Net Investment Factor for the current Valuation
Period multiplied by the Annuity Unit factor, multiplied by the Annuity Unit
Value for the preceding Valuation Period.

TRANSFER OF ANNUITY UNITS -- After the Annuity Calculation Date, you may
transfer dollar amounts of Annuity Units from one Sub-Account to another. On the
day you make a transfer, the dollar amounts are equal for both Sub-Accounts and
the number of Annuity Units will be different. We will transfer the dollar
amount of your Annuity Units the day we receive your written request if received
before the close of the New York Stock Exchange. Otherwise, the transfer will be
made on the next Valuation Day.

OTHER PROGRAMS AVAILABLE
- --------------------------------------------------------------------------------

INVESTEASE-REGISTERED TRADEMARK- PROGRAM -- InvestEase is an electronic transfer
program that allows you to have money automatically transferred from your
checking or savings account, and invested in your Contract. It is available for
Premium Payments made after your initial Premium Payment. The minimum amount for
each transfer is $50. You can elect to have transfers occur either monthly or
quarterly, and they can be made into any Account available in your Contract.

AUTOMATIC INCOME PROGRAM -- The Automatic Income Program allows you to Surrender
up to 10% of your total Premium Payments each Contract Year. We can Surrender
from the Accounts you select systematically on a monthly, quarterly, semiannual,
or annual basis. The Automatic Income Program may change based on your
instructions after your seventh Contract Year.

ASSET ALLOCATION PROGRAM -- Asset Allocation is a program that allows you to
choose an allocation for your Sub-Accounts to help you reach your investment
goals. Some Contracts offer model allocations with pre-selected Sub-Accounts and
percentages that have been established for each type of investor --
<PAGE>
26                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
ranging from conservative to aggressive. Over time, Sub-Account performance may
cause your Contract's allocation percentages to change, but under the Asset
Allocation Program, your Sub-Account allocations are rebalanced to the
percentages in the current model you have chosen. You can transfer freely
between allocation models up to twelve times per year. You can also allocate a
portion of your investment to Sub-Accounts that may not be part of the model.
You can only participate in one asset allocation model at a time.

ASSET REBALANCING -- Asset Rebalancing is another type of asset allocation
program in which you customize your Sub-Accounts to meet your investment needs.
You select the Sub-Accounts and the percentages you want allocated to each Sub-
Account. Based on the frequency you select, your model will automatically
rebalance to the original percentages chosen. You can transfer freely between
models up to twelve times per year. You can also allocate a portion of your
investment to Sub-Accounts that are not part of the model. You can only
participate in one asset rebalancing model at a time.

OTHER INFORMATION
- --------------------------------------------------------------------------------

ASSIGNMENT -- Ownership of this Contract is generally assignable. However, if
the Contract is issued to a tax qualified retirement plan, it is possible that
the ownership of the Contract may not be transferred or assigned. An assignment
of a Non-Qualified Contract may subject the Contract Values or Surrender Value
to income taxes and certain penalty taxes.

CONTRACT MODIFICATION -- The Annuitant may not be changed. However, if the
Annuitant is still living, the Contingent Annuitant may be changed at any time
prior to the Annuity Commencement Date by sending us written notice. We may
modify the Contract, but no modification will effect the amount or term of any
Contract unless a modification is required to conform the Contract to applicable
Federal or State law. No modification will effect the method by which Contract
Values are determined.

HOW CONTRACTS ARE SOLD -- Hartford Securities Distribution Company, Inc. ("HSD")
serves as Principal Underwriter for the securities issued with respect to the
Separate Account. HSD is registered with the Securities and Exchange Commission
under the Securities Exchange Act of 1934 as a Broker-Dealer and is a member of
the National Association of Securities Dealers, Inc. HSD is an affiliate of
ours. Both HSD and Hartford are ultimately controlled by The Hartford Financial
Services Group, Inc. The principal business address of HSD is the same as ours.
The securities will be sold by individuals who represent us as insurance agents
and who are registered representatives of Broker-Dealers that have entered into
distribution agreements with HSD.

Commissions will be paid by Hartford and will not be more than 6% of Premium
Payments. From time to time, Hartford may pay or permit other promotional
incentives, in cash or credit or other compensation.

Broker-dealers or financial institutions are compensated according to a schedule
set forth by HSD and any applicable rules or regulations for variable insurance
compensation. Compensation is generally based on Premium Payments made by
policyholders or Contract Owners. This compensation is usually paid from the
sales charges described in this Prospectus.

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

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


YEAR 2000



IN GENERAL -- The Year 2000 issue relates to the ability or inability of
computer hardware, software and other information technology (IT) systems, as
well as non-IT systems, such as equipment and machinery with imbedded chips and
microprocessors, 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 IT and non-IT systems that are in use today were
developed years ago when a year was identified using a two-digit date field
rather than a four-digit date field. As information and data containing or
related to the century date are introduced to date sensitive systems, these
systems may recognize the year 2000 as "1900", or not at all, which may result
in systems processing information incorrectly. This, in turn, may significantly
and adversely affect the integrity and reliability of information databases of
IT systems, may cause the malfunctioning of certain non-IT systems, and may
result in a wide variety of adverse consequences to a

<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   27
- --------------------------------------------------------------------------------

company. In addition, Year 2000 problems that occur with third parties with
which a company does business, such as suppliers, computer vendors, distributors
and others, may also adversely affect any given company.



The integrity and reliability of Hartford's IT systems, as well as the
reliability of its non-IT systems, are integral aspects of Hartford's business.
Hartford issues insurance policies, annuities, mutual funds and other financial
products to individual and business customers, nearly all of which contain date
sensitive data, such as policy expiration dates, birth dates and premium payment
dates. In addition, various IT systems support communications and other systems
that integrate Hartford's various business segments and field offices. Hartford
also has business relationships with numerous third parties that affect
virtually all aspects of Hartford's business, including, without limitation,
suppliers, computer hardware and software vendors, insurance agents and brokers,
securities broker-dealers and other distributors of financial products, many of
which provide date sensitive data to Hartford, and whose operations are
important to Hartford's business.



INTERNAL YEAR 2000 EFFORTS AND TIMETABLE -- Beginning in 1990, Hartford began
working on making its IT systems Year 2000 ready, either through installing new
programs or replacing systems. Since January 1998, Hartford's Year 2000 efforts
have focused on the remaining Year 2000 issues related to IT and non-IT systems
in all of Hartford's business segments. These Year 2000 efforts include the
following five main initiatives: (1) identifying and assessing Year 2000 issues;
(2) taking actions to remediate IT and non-IT systems so that they are Year 2000
ready; (3) testing IT and non-IT systems for Year 2000 readiness; (4) deploying
such remediated and tested systems back into their respective production
environments; and (5) conducting internal and external integrated testing of
such systems. As of December 31, 1998, Hartford substantially completed
initiatives (1) through (4) of its internal Year 2000 efforts. Hartford is
currently performing initiative (5) and management currently anticipates that
such activity will continue into the fourth quarter of 1999.



THIRD PARTY YEAR 2000 EFFORTS AND TIMETABLE -- Hartford's Year 2000 efforts
include assessing the potential impact on Hartford of third parties' Year 2000
readiness. Hartford's third party Year 2000 efforts include the following three
main initiatives: (1) identifying third parties which have significant business
relationships with Hartford, including, without limitation, insurance agents,
brokers, third party administrators, banks and other distributors and servicers
of financial products, and inquiring of such third parties regarding their Year
2000 readiness; (2) evaluating such third parties' responses to Hartford's
inquiries; and (3) based on the evaluation of third party responses (or a third
party's failure to respond) and the significance of the business relationship,
conducting additional activities with respect to third parties as determined to
be necessary in each case. These activities may include conducting additional
inquiries, more in-depth evaluations of Year 2000 readiness and plans, and
integrated IT systems testing. Hartford has substantially completed third party
initiatives (1) and (2). Hartford is currently conducting the additional
activities described in initiative (3) and management currently anticipates that
it will continue to do so through the end of 1999. However, notwithstanding
these third party Year 2000 efforts, 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 adequately address their Year 2000 issues.



YEAR 2000 COSTS -- The after-tax costs of Hartford's Year 2000 program that were
incurred prior to the year ended December 31, 1998 were not material to
Hartford's financial condition or results of operations. For the year ended
December 31, 1998, the after-tax costs were approximately $4 million. Management
currently estimates that after-tax costs related to the Year 2000 program to be
incurred in 1999 will be less than $10 million. These costs are being expensed
as incurred.



RISKS AND CONTINGENCY PLANS -- If significant Year 2000 problems arise,
including problems arising with third parties, failures of IT and non-IT systems
could occur, which in turn could result in substantial interruptions in
Hartford's business. In addition, Hartford's investing activities are an
important aspect of its business and Hartford may be exposed to the risk that
issuers of investments held by it will be adversely impacted by Year 2000
issues. Given the uncertain nature of Year 2000 problems that may arise,
especially those related to the readiness of third parties discussed above,
management cannot determine at this time whether the consequences of Year 2000
related problems that could arise will have a material impact on Hartford's
financial condition or results of operations.



Hartford has substantially completed the development of certain contingency
plans so that if, despite its Year 2000 efforts, Year 2000 problems ultimately
arise, the impact of such problems may be avoided or minimized. The contingency
planning process involved identifying reasonably likely business disruption
scenarios that, if they were to occur, could create significant problems in
critical functions of Hartford. Hartford has developed plans to respond to such
problems so that critical business functions may continue to operate with
minimal disruption. Contingency planning also included assessing the dependency
of business functions on critical third parties and their Year 2000 readiness.
These plans will then be reviewed and tested on an integrated basis for the
remainder of the year. Furthermore, in many contexts, Year 2000 issues are
dynamic, and ongoing assessments of business functions, vulnerabilities and
risks must be made. As such, new contingency plans may be needed in the future
and/or existing plans may need to be modified as circumstances warrant.

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28                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
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LEGAL MATTERS AND EXPERTS

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

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

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

MORE INFORMATION

You may call your Representative if you have any questions or write or call us
at the address below:

 Hartford Life and Annuity Insurance Company
 Attn: Individual Annuity Services
 P.O. Box 5085
 Hartford, Connecticut 06102-5085
 Telephone: (800) 862-6668 (Contract Owners)
          (800) 862-7155 (Registered Representatives)

FEDERAL TAX CONSIDERATIONS
- --------------------------------------------------------------------------------

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

A.  GENERAL

Since federal tax law is complex, the tax consequences of purchasing this
contract will vary depending on your situation. You may need tax or legal advice
to help you determine whether purchasing this contract is right for you.

Our general discussion of the tax treatment of this contract is based on our
understanding of federal income tax laws as they are currently interpreted. A
detailed description of all federal income tax consequences regarding the
purchase of this contract cannot be made in the prospectus. We also do not
discuss state, municipal or other tax laws that may apply to this contract. For
detailed information, you should consult with a qualified tax adviser familiar
with your situation.

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"). 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.

Code Section 72 contains provisions for contract owners which are not natural
persons. Non-natural persons include corporations, trusts, limited liability
companies, partnerships and other types of legal entities. The tax rules for
contracts owned by non-natural persons are different from the rules for
contracts owned by individuals. For example, the annual net increase in the
value of the contract is currently includible 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:

- - certain annuities held by structured settlement companies,

- - certain annuities held by an employer with respect to a terminated qualified
  retirement plan and

- - 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 a non-natural person, the primary annuitant is treated
as the contract owner in applying mandatory distribution rules. These rules
require that certain distributions be made upon the death of the contract owner.
A change in the primary annuitant is also treated as the death of the contract
owner.
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HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   29
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 2. OTHER CONTRACT OWNERS (NATURAL PERSONS).

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

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

    A. DISTRIBUTIONS PRIOR TO THE ANNUITY COMMENCEMENT DATE.

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

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

 iii. Any amount received or deemed received prior to the Annuity Commencement
      Date (e.g., upon a partial surrender) is deemed to come first from any
      such "income on the contract" and then from "investment in the contract,"
      and for these purposes such "income on the contract" shall be computed by
      reference to any aggregation rule in subparagraph 2.c. below. As a result,
      any such amount received or deemed received (1) shall be includable in
      gross income to the extent that such amount does not exceed any such
      "income on the contract," and (2) shall not be includable in gross income
      to the extent that such amount does exceed any such "income on the
      contract." If at the time that any amount is received or deemed received
      there is no "income on the contract" (e.g., because the 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.
<PAGE>
30                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
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 ii. The 10% penalty tax will not apply to the following distributions
     (exceptions vary based upon the precise plan involved):

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

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

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

    4.  A distribution that is part of a scheduled series of substantially equal
        periodic payments (not less frequently than annually) for the life (or
        life expectancy) of the recipient (or the joint lives or life
        expectancies of the recipient and the recipient's designated
        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 must be made 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. This spousal continuation shall apply only once
for this contract.

 3. DIVERSIFICATION REQUIREMENTS.

The Code requires that investments supporting your contract be adequately
diversified. Code Section 817 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.
If a contract is not treated as an annuity contract, the contract owner will be
subject to income tax on annual increases in cash value.

The Treasury Department's diversification regulations 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
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HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   31
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treated as a single investment. In the case of government securities, each
government agency or instrumentality is 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 still 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.

We monitor the diversification of investments in the separate accounts and test
for diversification as required by the Code. We intend 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 separate accounts supporting the contract must be considered to be owned by
the insurance company and not by the contract owner. It is unclear under what
circumstances an investor is considered to have enough control over the assets
in the separate account to be considered the owner of the assets for tax
purposes.

The IRS has issued several rulings discussing investor control. These rulings
say 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.

In its explanation of the diversification regulations, the Treasury Department
recognized 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, guidance has
yet to be issued. We do not know if additional guidance will be issued. If
guidance is issued, we do not know if it will have a retroactive effect.

Due to the lack of specific guidance on investor control, there is some
uncertainty about when a contract owner is considered the owner of the assets
for tax purposes. We reserve the right to modify the contract, as necessary, to
prevent you from being considered the owner of assets in the separate account.

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 there is no election to waive withholding, 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 for information relative to the types of plans
for which it may be used and the general explanation of the tax features of such
plans.

F.  ANNUITY PURCHASES BY NONRESIDENT ALIENS AND FOREIGN CORPORATIONS

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

This summary does not attempt to provide more than general information about the
federal income tax rules associated with use of a Contract by a tax-qualified
retirement plan. Because of the complexity of the federal tax rules, owners,
participants and beneficiaries are encouraged to consult their own tax advisors
as to specific tax consequences.

The federal tax rules applicable to owners of Contracts under tax-qualified
retirement plans vary according to the type of plan as well as the terms and
conditions of the plan itself. Contract owners, plan participants and
beneficiaries are cautioned that the rights and benefits of any person may be
controlled by the terms and conditions of the tax-qualified retirement plan
itself, regardless of the terms and conditions of a Contract. We are not bound
by the terms and conditions of such plans to the extent such terms conflict with
a Contract, unless we specifically consent to be bound.

Some tax-qualified retirement plans are subject to distribution and other
requirements that are not incorporated into our administrative procedures.
Contract owners, participants and beneficiaries are responsible for determining
that contributions, distributions and other transactions comply with applicable
law. Tax penalties may apply to transactions with respect to tax-qualified
retirement plans if applicable federal income tax rules and restrictions are not
carefully observed.

We do not currently offer the Contracts in connection with all of the types of
tax-qualified retirement plans discussed below and may not offer the Contracts
for all types of tax-qualified retirement plans in the future.

1. TAX-QUALIFIED PENSION OR PROFIT-SHARING PLANS -- Eligible employers can
establish certain tax-qualified pension and profit-sharing plans under section
401 of the Code. Rules under section 401(k) of the Code govern certain "cash or
deferred arrangements" under such plans. Rules under section 408(k) govern
"simplified employee pensions". Tax-qualified pension and profit-sharing 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 the Contracts in connection with tax-
qualified pension or profit-sharing plans should seek competent tax and other
legal advice.

2. TAX SHELTERED ANNUITIES UNDER SECTION 403(B) -- Public schools and certain
types of charitable, educational and scientific organizations, as specified in
section 501(c)(3) of the Code, can purchase tax-sheltered annuity contracts for
their employees. Tax-deferred contributions can be made to tax-sheltered annuity
contracts under section 403(b) of the Code, subject to certain limitations.
Generally, such contributions may not exceed the lesser of $10,000 (indexed) or
20% of the 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:

- - after the participating employee attains age 59 1/2;

- - upon separation from service;

- - upon death or disability; or

- - 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.

3. DEFERRED COMPENSATION PLANS UNDER SECTION 457 -- A governmental employer or a
tax-exempt employer other than a governmental unit can establish a Deferred
Compensation Plan under section 457 of the Code. For these purposes, a
"governmental employer" is a State, a political subdivision of a State, or an
agency or an instrumentality of a State or political subdivision of a State.
Employees and independent contractors performing services for a governmental or
tax-exempt employer can elect to have contributions made to a Deferred
Compensation Plan of their employer in accordance with the employer's plan and
section 457 of the Code.

Deferred Compensation Plans that meet the requirements of section 457(b) of the
Code are called "eligible" Deferred Compensation Plans. Section 457(b) limits
the amount of contributions that can be made to an eligible Deferred
Compensation Plan on behalf of a participant. Generally, the limitation on
contributions is 33 1/3% of a participant's includable compensation (typically
25% of gross compensation) or, for 1999, $8,000 (indexed), whichever is less.
The plan may provide for additional "catch-up" contributions during the three
taxable years ending before the year in which the participant attains normal
retirement age.

All of the assets and income of an eligible Deferred Compensation Plan
established by a governmental employer after August 20, 1996, must be held in
trust for the exclusive benefit of participants and their beneficiaries. For
this purpose, custodial accounts and certain annuity contracts are treated as
trusts. Eligible Deferred Compensation Plans that were in existence on August
20, 1996 may be amended to satisfy the trust and exclusive benefit requirements
any time prior to January 1, 1999, and must be amended not later than that date
to continue to receive favorable tax treatment. The requirement of a trust does
not apply to amounts under a Deferred Compensation Plan of a tax-
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HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   33
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exempt (non-governmental) employer. In addition, the requirement of a trust does
not apply to amounts under a Deferred Compensation Plan of a governmental
employer if the Deferred Compensation Plan is not an eligible plan within the
meaning of section 457(b) of the Code. In the absence of such a trust, amounts
under the plan will be subject to the claims of the 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 as defined in the Code.

Under present federal tax law, amounts accumulated in a Deferred Compensation
Plan under section 457 of the Code cannot be transferred or rolled over on a
tax-deferred basis except for certain transfers to other Deferred Compensation
Plans under section 457 in limited cases.

4.  INDIVIDUAL RETIREMENT ANNUITIES ("IRAS") UNDER SECTION 408

TRADITIONAL IRAS -- Eligible individuals can establish individual retirement
programs under section 408 of the Code through the purchase of an IRA. Section
408 imposes limits with respect to IRAs, including limits on the amount that may
be contributed to an IRA, the amount of such contributions that may be deducted
from taxable income, the persons who may be eligible to contribute to an IRA,
and the time when distributions commence from an IRA. Distributions from certain
tax-qualified retirement plans may be "rolled-over" to an IRA on a tax-deferred
basis.

SIMPLE IRAS -- Eligible employees may establish SIMPLE IRAs in connection with a
SIMPLE IRA plan of an employer under section 408(p) of the Code. 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 Traditional IRA only after two years have expired since the employee first
commenced participation in the employer's SIMPLE IRA plan. Amounts cannot be
rolled over to a SIMPLE IRA from a qualified plan or a Traditional IRA. Hartford
is a non-designated financial institution for purposes of the SIMPLE IRA rules.

ROTH IRAS -- Eligible individuals may establish Roth IRAs under section 408A of
the Code. Contributions to a Roth IRA are not deductible. Subject to special
limitations, a Traditional IRA may be converted into a Roth IRA or a
distribution from a Traditional IRA may be rolled over to a Roth IRA. However, a
conversion or a rollover from a Traditional 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.

5. FEDERAL TAX PENALTIES AND WITHHOLDING -- Distributions from tax-qualified
retirement plans are generally taxed as ordinary income 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 that bears the
same ratio as the after-tax contributions bear to the expected return.

 (A) PENALTY TAX ON EARLY DISTRIBUTIONS  Section 72(t) of the Code imposes an
     additional penalty tax equal to 10% of the taxable portion of a
     distribution from certain tax-qualified retirement plans. However, the 10%
     penalty tax does not apply to a distributions that is:

- - Made on or after the date on which the employee reaches age 59 1/2;

- - Made to a beneficiary (or to the estate of the employee) on or after the death
  of the employee;

- - Attributable to the employee's becoming disabled (as defined in the Code);

- - Part of a series of substantially equal periodic payments (not less frequently
  than annually) made for the life (or life expectancy) of the employee or the
  joint lives (or joint life expectancies) of the employee and his or her
  designated beneficiary;

- - Except in the case of an IRA, made to an employee after separation from
  service after reaching age 55; or

- - Not greater than the amount allowable as a deduction to the employee for
  eligible medical expenses during the taxable year.

In addition, the 10% penalty tax does not apply to a distribution from an IRA
that is:

- - Made after separation from employment to an unemployed IRA owner for health
  insurance premiums, if certain conditions are met;

- - Not in excess of the amount of certain qualifying higher education expenses,
  as defined by section 72(t)(7) of the Code; or

- - A qualified first-time homebuyer distribution meeting the requirements
  specified at 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 is increased to 25% with respect to non-exempt early 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.

 (B) MINIMUM DISTRIBUTION PENALTY TAX  If the amount distributed is less than
     the minimum required distribution for the year, the Participant is subject
     to a 50% penalty 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
<PAGE>
34                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
the Required Beginning Date. Generally, the Required Beginning Date is April 1
of the calendar year following the later of:

- - the calendar year in which the individual attains age 70 1/2; or

- - the calendar year in which the individual retires from service with the
  employer sponsoring the plan.

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:

- - the life of the Participant or the lives of the Participant and the
  Participant's designated beneficiary, or

- - over a period not extending beyond the life expectancy of the Participant or
  the joint life expectancy of the Participant and the Participant's 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 and distribution is over the life
of such 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.

 (C) WITHHOLDING  In general, regular wage withholding rules apply to
     distributions from IRAs and plans described in section 457 of the Code.
     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.

Mandatory federal income tax withholding at a flat rate of 20% will generally
apply to other distributions from such other tax-qualified retirement plans
unless such distributions are:

- - the non-taxable portion of the distribution;

- - required minimum distributions; or

- - direct transfer distributions.

Direct transfer distributions are direct payments to an IRA or to another
eligible retirement plan under Code section 401(a)(31).

Certain states require withholding of state taxes when federal income tax is
withheld.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   35
- --------------------------------------------------------------------------------

TABLE OF CONTENTS TO STATEMENT OF ADDITIONAL INFORMATION

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

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

                     SECTION 403(b)(11) ACKNOWLEDGMENT FORM

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

a. Attained age 59 1/2,

b. Separated from service,

c. Died, or

d. Become disabled.

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

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

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

Please complete the following and return to:

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

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

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

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

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

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

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

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

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

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

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

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

                                     PART B


<PAGE>

                      STATEMENT OF ADDITIONAL INFORMATION

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


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

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




Date of Prospectus:  October 1, 1999



Date of Statement of Additional Information:  October 1, 1999








33-73568

<PAGE>
                                       -2-


                                TABLE OF CONTENTS


SECTION                                                                    PAGE
- -------                                                                    ----

DESCRIPTION OF HARTFORD LIFE AND ANNUITY INSURANCE
      COMPANY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

SAFEKEEPING OF ASSETS  . . . . . . . . . . . . . . . . . . . . . . . . . . 3

INDEPENDENT PUBLIC ACCOUNTANTS . . . . . . . . . . . . . . . . . . . . . . 3

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

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

PERFORMANCE COMPARISONS. . . . . . . . . . . . . . . . . . . . . . . . . . 8

FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . .


<PAGE>
                                       -3-


              DESCRIPTION OF HARTFORD LIFE AND ANNUITY INSURANCE COMPANY


Hartford Life and Annuity Insurance Company is a stock life insurance company
engaged in the business of writing life insurance and annuities, both
individual and group, in all states of the United States, the District of
Columbia and Puerto Rico, except New York.  On January 1, 1998, Hartford's
name changed from ITT Hartford Life and Annuity Insurance Company to Hartford
Life and Annuity Insurance Company.  We were originally incorporated under
the laws of Wisconsin on January 9, 1956, and subsequently redomiciled to
Connecticut.  Our offices are located in Simsbury, Connecticut; however, our
mailing address is P.O. Box 2999, Hartford, CT  06104-2999. We are ultimately
controlled by The Hartford Financial Services Group, Inc., one of the largest
financial service providers in the United States.

                                  HARTFORD'S RATINGS


<TABLE>
<CAPTION>
                              Effective
    Rating Agency           Date of Rating   Rating      Basis of Rating
    -------------           --------------   ------      ---------------
<S>                         <C>              <C>      <C>
A.M. Best and Company, Inc.     1/1/99         A+     Financial performance

Standard & Poor's               5/3/99         AA     Insurer financial strength

Duff & Phelps                  12/21/98        AA+    Claims paying ability
</TABLE>


                               SAFEKEEPING OF ASSETS

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

                            INDEPENDENT PUBLIC ACCOUNTANTS

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


<PAGE>
                                      -4-


                           DISTRIBUTION OF CONTRACTS


Hartford Securities Distribution Company, Inc. ("HSD") serves as Principal
Underwriter for the securities issued with respect to the Separate Account.
HSD is registered with the Securities and Exchange Commission under the
Securities Exchange Act of 1934 as a Broker-Dealer and is a member of the
National Association of Securities Dealers, Inc. HSD is an affiliate of ours.
Both HSD and Hartford are ultimately controlled by The Hartford Financial
Services Group, Inc. The principal business address of HSD is the same as
ours.  The securities will be sold by individuals who represent us as
insurance agents and who are registered representatives of Broker-Dealers
that have entered into distribution agreements with HSD.

Commissions will be paid by Hartford and will not be more than 6% of Premium
Payments. From time to time, Hartford may pay or permit other promotional
incentives, in cash or credit or other compensation.

Broker-dealers or financial institutions are compensated according to a
schedule set forth by HSD and any applicable rules or regulations for
variable insurance compensation.   Compensation is generally based on Premium
Payments made by policyholders or Contract Owners.  This compensation is
usually paid from the sales charges described in this Prospectus.

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

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


<PAGE>
                                      -5-


Hartford currently pays HSD underwriting commissions for its role as
Principal Underwriter of all variable annuities associated with this Separate
Account. For the past three years, the aggregate dollar amount of
underwriting commissions paid to HSD in its role as Principal Underwriter has
been: 1998: $107,925,386, 1997: $134,304,585 and 1996: $118,242,027. HSD has
retained none of these commissions.


                         CALCULATION OF YIELD AND RETURN


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



The effective yield is calculated by compounding the base period return by
adding 1, raising the sum to a power equal to 365/7 and subtracting 1 from
the result, according to the following formula:

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


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



The yield and effective yield for the seven-day period ending June 30, 1999 for
the Hartford Money Market HLS Fund Sub-Account was as follows ($30 Annual
Maintenance Fee):



<TABLE>
<CAPTION>
 SUB-ACCOUNT                          YIELD                EFFECTIVE YIELD
 -----------                          -----                ---------------
 <S>                                  <C>                  <C>
 Hartford Money Market HLS Fund*      3.31%                     3.36%
</TABLE>



*Yield and effective yield for the seven-day period ending June 30, 1999.



<PAGE>
                                      -6-


YIELDS OF HARTFORD BOND HLS FUND, HARTFORD HIGH YIELD HLS FUND, AND HARTFORD
MORTGAGE SECURITIES HLS FUND SUB-ACCOUNTS. As summarized in the Prospectus
under the heading "Performance Related Information," yields of the above
Sub-Accounts will be computed by annualizing a recent month's net investment
income, divided by a Fund share's net asset value on the last trading day of
that month.  Net changes in the value of a hypothetical account will assume the
change in the underlying mutual fund's "net asset value per share" for the same
period in addition to the daily expense charge assessed, at the sub-account
level for the respective period.  The Sub-Accounts' yields will vary from
time-to-time depending upon market conditions and, the composition of the
underlying funds' portfolios.  Yield should also be considered relative to
changes in the value of the Sub-Accounts' shares and to the relative risks
associated with the investment objectives and policies of the underlying Fund.



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


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


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

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

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

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


<TABLE>
<CAPTION>
 SUB-ACCOUNT                                                    YIELD
 -----------                                                    -----
 <S>                                                            <C>
 Hartford Bond HLS Fund**                                       4.99%
 Hartford High Yield HLS Fund**                                 7.84%
 Hartford Mortgage Securities HLS Fund**                        4.39%
</TABLE>



**Yield quotation based on a 30-day period ended June 30, 1999.


<PAGE>
                                      -7-


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



The following are the standardized average annual total return quotations for
the Sub-Accounts for the fiscal year ended June 30, 1999.



<TABLE>
<CAPTION>

                                                            S/A
                                                          INCEPTION                                       SINCE
SUB-ACCOUNT                                                DATE      1 YEAR     5 YEAR     10 YEAR     INCEPTION
- -----------                                              ---------   ------     ------     -------     ---------
<S>                                                      <C>       <C>          <C>        <C>         <C>
Hartford Advisers HLS Fund                                5/20/91     5.01%       16.15%      N/A        11.42%
Hartford Bond HLS Fund                                    5/20/91    -9.21%        2.92%      N/A         3.37%
Hartford Capital Appreciation HLS Fund                    5/20/91    10.43%       19.16%      N/A        17.32%
Hartford Dividend & Growth HLS Fund                        3/8/94     2.13%       19.10%      N/A        17.25%
Hartford Global Leaders HLS Fund                          9/30/98      N/A         N/A        N/A        39.36%
Hartford Growth and Income HLS Fund                       5/29/98    17.92%        N/A        N/A        18.02%
Hartford High Yield HLS Fund                              9/30/98      N/A         N/A        N/A        -2.83%
Hartford Index HLS Fund                                   5/20/91    11.68%       23.13%      N/A        15.54%
Hartford International Advisers HLS Fund                   3/1/95    -3.08%        N/A        N/A         7.20%
Hartford International Opportunities HLS Fund             5/20/91    -2.95%        5.51%      N/A         5.81%
Hartford MidCap HLS Fund                                  7/30/97    22.84%        N/A        N/A        26.11%
Hartford Money Market HLS Fund                            5/20/91    -5.39%        0.20%      N/A         0.03%
Hartford Mortgage Securities HLS Fund                     5/20/91    -6.80%        2.77%      N/A         2.62%
Hartford Small Company HLS Fund                            8/9/96    14.55%        N/A        N/A        15.25%
Hartford Stock HLS Fund                                   5/20/91    13.80%       23.67%      N/A        16.05%
</TABLE>



The following are the standardized average annual total return quotations for
the Sub-Accounts for the fiscal year ended June 30, 1999 with the Death
Benefit Option.



<TABLE>
<CAPTION>
                                                       S/A
                                                     INCEPTION                                       SINCE
 SUB-ACCOUNT                                           DATE      1 YEAR     5 YEAR     10 YEAR     INCEPTION
 -----------                                         ---------   ------     ------     -------     ---------
 <S>                                                 <C>         <C>        <C>        <C>         <C>
 Hartford Advisers HLS Fund                           5/20/91     4.84%     15.86%       N/A         11.24%
 Hartford Bond HLS Fund                               5/20/91    -9.36%      2.57%       N/A          3.19%
 Hartford Capital Appreciation HLS Fund               5/20/91    10.25%     18.86%       N/A         17.13%
 Hartford Dividend & Growth HLS Fund                   3/8/94     1.97%     18.82%       N/A         17.06%
 Hartford Global Leaders HLS Fund                     9/30/98     N/A        N/A         N/A         39.18%
 Hartford Growth and Income HLS Fund                  5/29/98    17.73%      N/A         N/A         17.81%
 Hartford High Yield HLS Fund                         9/30/98     N/A        N/A         N/A         -2.95%
 Hartford Index HLS Fund                              5/20/91    11.50%     22.85%       N/A         15.35%
 Hartford International Advisers HLS Fund              3/1/95    -3.24%      N/A         N/A          7.02%
 Hartford International Opportunities HLS Fund        5/20/91    -3.08%      5.18%       N/A          5.64%
 Hartford MidCap HLS Fund                             7/30/97    22.64%      N/A         N/A         25.91%
 Hartford Money Market HLS Fund                       5/20/91    -5.54%     -0.17%       N/A         -0.15%
 Hartford Mortgage Securities HLS Fund                5/20/91    -6.95%      2.41%       N/A          2.45%
 Hartford Small Company HLS Fund                       8/9/96    14.36%      N/A         N/A         15.06%
 Hartford Stock HLS Fund                              5/20/91    13.61%     23.39%       N/A         15.86%
</TABLE>


<PAGE>
                                      -8-


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 and the time periods used to
calculate return are based on the inception date of the underlying Funds.
Therefore, non-standardized total return for a Sub-Account is higher than
standardized total return for a Sub-Account.


The following are the non-standardized average annualized total return
quotations for the Sub-Accounts for the fiscal year ended June 30, 1999.



<TABLE>
<CAPTION>
                                                        INCEPTION                                       SINCE
 SUB-ACCOUNT                                               DATE      1 YEAR     5 YEAR     10 YEAR     INCEPTION
 -----------                                            ---------    ------     ------     -------     ---------
 <S>                                                    <C>          <C>        <C>        <C>         <C>
 Hartford Advisers HLS Fund                              3/31/83     14.01%     18.88%       13.02%      12.46%
 Hartford Bond HLS Fund                                  8/31/77     -0.21%      6.35%        6.46%       7.35%
 Hartford Capital Appreciation HLS Fund                   4/2/84     19.43%     21.65%       17.20%      16.70%
 Hartford Dividend & Growth HLS Fund                      3/8/94     11.13%     21.62%        N/A        19.98%
 Hartford Global Leaders HLS Fund                        9/30/98      N/A        N/A          N/A        48.36%
 Hartford Growth and Income HLS Fund                     5/29/98     26.92%      N/A          N/A        29.03%
 Hartford High Yield HLS Fund                            9/30/98      N/A        N/A          N/A         6.17%
 Hartford Index HLS Fund                                  5/1/87     20.68%     25.55%       16.51%      14.59%
 Hartford International Advisers HLS Fund                 3/1/95      5.92%      N/A          N/A        10.87%
 Hartford International Opportunities HLS Fund            7/2/90      6.05%      8.82%        N/A         6.80%
 Hartford MidCap HLS Fund                                7/30/97     31.84%      N/A          N/A        31.50%
 Hartford Money Market HLS Fund                          6/30/80      3.61%      3.92%        3.97%       6.11%
 Hartford Mortgage Securities HLS Fund                    1/1/85      2.20%      6.22%        6.17%       7.25%
 Hartford Small Company HLS Fund                          8/9/96     23.55%      N/A          N/A        19.33%
 Hartford Stock HLS Fund                                 8/31/77     22.80%     26.12%       16.84%       14.93%
</TABLE>



The following are the non-standardized average annualized total return
quotations for the Sub-Accounts for the fiscal year ended June 30, 1999 with
the Death Benefit Option.



<TABLE>
<CAPTION>
                                                        INCEPTION                                       SINCE
 SUB-ACCOUNT                                               DATE      1 YEAR     5 YEAR     10 YEAR     INCEPTION
 -----------                                            ---------    ------     ------     -------     ---------
 <S>                                                    <C>          <C>        <C>        <C>         <C>
 Hartford Advisers HLS Fund                              3/31/83     13.84%     18.70%      12.85%       12.34%
 Hartford Bond HLS Fund                                  8/31/77     -0.36%      6.19%       6.30%        7.19%
 Hartford Capital Appreciation HLS Fund                  4/2/84      19.25%     21.46%      17.02%       16.52%
 Hartford Dividend & Growth HLS Fund                     3/8/94      10.97%     21.43%       N/A         19.80%
 Hartford Global Leaders HLS Fund                        9/30/98      N/A        N/A         N/A         48.18%
 Hartford Growth and Income HLS Fund                     5/29/98     26.73%      N/A         N/A         28.82%
 Hartford High Yield HLS Fund                            9/30/98      N/A        N/A         N/A          6.05%
 Hartford Index HLS Fund                                 5/1/87      20.50%     25.36%      16.34%       14.43%
 Hartford International Advisers HLS Fund                3/1/95       5.76%      N/A         N/A         10.71%
 Hartford International Opportunities HLS Fund           7/2/90       5.92%      8.66%       N/A          6.64%
 Hartford MidCap HLS Fund                                7/30/97     31.64%      N/A         N/A         31.30%
 Hartford Money Market HLS Fund                          6/30/80      3.46%      3.77%       3.82%        5.94%
 Hartford Mortgage Securities HLS Fund                   1/1/85       2.05%      6.06%       6.01%        7.09%
 Hartford Small Company HLS Fund                         8/9/96      23.36%      N/A         N/A         19.15%
 Hartford Stock HLS Fund                                 8/31/77     22.61%     25.93%      16.66%       14.76%
</TABLE>


                               PERFORMANCE COMPARISONS

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


<PAGE>
                                     -9-

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

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

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

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

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


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


<PAGE>

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

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

This Prospectus describes information you should know before you purchase Series
I of The Director SELECT variable annuity. Please read it carefully.

The Director SELECT variable annuity is a contract between you and Hartford Life
and Annuity Insurance Company where you agree to make at least one Premium
Payment to us and we agree to make a series of Annuity Payouts at a later date.
This Annuity is a flexible premium, tax-deferred, variable annuity offered to
both individuals and groups. It is:

x  Flexible, because you may add Premium Payments at any time.

x  Tax-deferred, which means you don't pay taxes until you take money out or
   until we start to make Annuity Payouts.

x  Variable, because the value of your Annuity will fluctuate with the
   performance of the underlying funds.
- --------------------------------------------------------------------------------

At the time you purchase your Annuity, you allocate your Premium Payment to
"Sub-Accounts". These are subdivisions of our Separate Account, an account that
keeps your Annuity assets separate from our company assets. The Sub-Accounts
then purchase shares of mutual funds set up exclusively for variable annuity or
variable life insurance products. These funds are not the same mutual funds that
you buy through your stockbroker or through a retail mutual fund. They may have
similar investment strategies and the same portfolio managers as retail mutual
funds. This Annuity offers you Funds with investment strategies ranging from
conservative to aggressive and you may pick those Funds that meet your
investment goals and risk tolerance. The Sub-Accounts and the Funds are listed
below:

- - MENTOR PERPETUAL INTERNATIONAL SUB-ACCOUNT which purchases shares of Mentor
  VIP Perpetual Portfolio of the Mentor Variable Investment Portfolio ("Mentor
  VIP Perpetual Portfolio")

- - MENTOR CAPITAL GROWTH SUB-ACCOUNT which purchases shares of Mentor VIP Capital
  Growth Portfolio of the Mentor Variable Investment Portfolios ("Mentor VIP
  Capital Growth Portfolio")

- - MENTOR GROWTH SUB-ACCOUNT which purchases shares of Mentor VIP Growth
  Portfolio of the Mentor Variable Investment Portfolios ("Mentor VIP Growth
  Portfolio")


- - HARTFORD ADVISERS HLS FUND SUB-ACCOUNT which purchases shares of Class IA of
  Hartford Advisers HLS Fund, Inc.



- - HARTFORD BOND HLS FUND SUB-ACCOUNT which purchases shares of Class IA of
  Hartford Bond HLS Fund, Inc.



- - HARTFORD CAPITAL APPRECIATION HLS FUND SUB-ACCOUNT which purchases shares of
  Class IA of Hartford Capital Appreciation HLS Fund, Inc.



- - HARTFORD DIVIDEND AND GROWTH HLS FUND SUB-ACCOUNT which purchases shares of
  Class IA of Hartford Dividend and Growth HLS Fund, Inc.



- - HARTFORD GLOBAL LEADERS HLS FUND SUB-ACCOUNT which purchases shares of Class
  IA of Hartford Global Leaders HLS Fund



- - HARTFORD GROWTH AND INCOME HLS FUND SUB-ACCOUNT which purchases shares of
  Class IA of Hartford Growth and Income HLS Fund



- - HARTFORD HIGH YIELD HLS FUND SUB-ACCOUNT which purchases shares of Class IA of
  Hartford High Yield HLS Fund



- - HARTFORD INDEX HLS FUND SUB-ACCOUNT which purchases shares of Class IA of
  Hartford Index HLS Fund, Inc.



- - HARTFORD INTERNATIONAL ADVISERS HLS FUND SUB-ACCOUNT which purchases shares of
  Class IA of Hartford International Advisers HLS Fund, Inc.



- - HARTFORD INTERNATIONAL OPPORTUNITIES HLS FUND SUB-ACCOUNT which purchases
  shares of Class IA of Hartford International Opportunities HLS Fund, Inc.



- - HARTFORD MIDCAP HLS FUND SUB-ACCOUNT which purchases shares of Class IA of
  Hartford MidCap HLS Fund, Inc.



- - HARTFORD MONEY MARKET HLS FUND SUB-ACCOUNT which purchases shares of Class IA
  of Hartford Money Market HLS Fund, Inc.



- - HARTFORD MORTGAGE SECURITIES HLS FUND SUB-ACCOUNT that purchases shares of
  Class IA of Hartford Mortgage Securities HLS Fund, Inc.

<PAGE>

- - HARTFORD SMALL COMPANY HLS FUND SUB-ACCOUNT which purchases shares of Class IA
  of Hartford Small Company HLS Fund, Inc.



- - HARTFORD STOCK HLS FUND SUB-ACCOUNT which purchases of Class IA of Hartford
  Stock HLS Fund, Inc.


You may also allocate some or all of your Premium Payment to the "Fixed
Accumulation Feature", which pays an interest rate guaranteed for a certain time
period from the time the Premium Payment is made. Premium Payments allocated to
the Fixed Accumulation Feature are not segregated from our company assets like
the assets of the Separate Account.

If you decide to buy this Annuity, you should keep this prospectus for your
records. You can also call us at 1-800-862-6668 to get a Statement of Additional
Information, free of charge. The Statement of Additional Information contains
more information about this Annuity and, like this prospectus, is filed with the
Securities and Exchange Commission ("SEC"). We have included the Table of
Contents for the Statement of Additional Information at the end of this
prospectus.

Although we file the prospectus and the Statement of Additional Information with
the SEC, the SEC doesn't approve or disapprove these securities or determine if
the information is truthful or complete. Anyone who represents that the SEC does
these things may be guilty of a criminal offense. This Prospectus and the
Statement of Additional Information can also be obtained from the SEC's website
(HTTP://WWW.SEC.GOV).

This Annuity IS NOT:

 -  A bank deposit or obligation

 -  Federally insured

 -  Endorsed by any bank or governmental agency

This Annuity may not be available for sale in all states.
- --------------------------------------------------------------------------------

PROSPECTUS DATED: OCTOBER 1, 1999


STATEMENT OF ADDITIONAL INFORMATION DATED: OCTOBER 1, 1999

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

TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                         PAGE
 <S>                                                                     <C>
 ----------------------------------------------------------------------------
 DEFINITIONS                                                               4
 ----------------------------------------------------------------------------
 FEE TABLE                                                                 6
 ----------------------------------------------------------------------------
 ANNUAL FUND OPERATING EXPENSES                                            7
 ----------------------------------------------------------------------------
 ACCUMULATION UNIT VALUES                                                 10
 ----------------------------------------------------------------------------
 HIGHLIGHTS                                                               12
 ----------------------------------------------------------------------------
 GENERAL CONTRACT INFORMATION                                             13
 ----------------------------------------------------------------------------
   Hartford Life and Annuity Insurance Company                            13
 ----------------------------------------------------------------------------
   The Separate Account                                                   13
 ----------------------------------------------------------------------------
   The Funds                                                              13
 ----------------------------------------------------------------------------
 PERFORMANCE RELATED INFORMATION                                          16
 ----------------------------------------------------------------------------
 THE FIXED ACCUMULATION FEATURE                                           16
 ----------------------------------------------------------------------------
 THE CONTRACT                                                             17
 ----------------------------------------------------------------------------
   Purchases and Contract Value                                           17
 ----------------------------------------------------------------------------
   Charges and Fees                                                       19
 ----------------------------------------------------------------------------
   Death Benefit                                                          21
 ----------------------------------------------------------------------------
   Surrenders                                                             23
 ----------------------------------------------------------------------------
 ANNUITY PAYOUTS                                                          24
 ----------------------------------------------------------------------------
 OTHER PROGRAMS AVAILABLE                                                 26
 ----------------------------------------------------------------------------
 OTHER INFORMATION                                                        26
 ----------------------------------------------------------------------------
   Year 2000                                                              27
 ----------------------------------------------------------------------------
   Legal Matters and Experts                                              28
 ----------------------------------------------------------------------------
   More Information                                                       28
 ----------------------------------------------------------------------------
 FEDERAL TAX CONSIDERATIONS                                               28
 ----------------------------------------------------------------------------
 APPENDIX I -- INFORMATION REGARDING TAX-QUALIFIED RETIREMENT PLANS       32
 ----------------------------------------------------------------------------
 TABLE OF CONTENTS TO STATEMENT OF ADDITIONAL INFORMATION                 35
 ----------------------------------------------------------------------------
</TABLE>

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

DEFINITIONS

These terms are capitalized when used throughout this prospectus. Please refer
to these defined terms if you have any questions as you read your prospectus.

ACCOUNT: Any of the Sub-Accounts or Fixed Accumulation Feature.

ACCUMULATION UNITS: If you allocate your Premium Payment to any of the
Sub-Accounts, we will convert those payments into Accumulation Units in the
selected Sub-Accounts. Accumulation Units are valued at the end of each
Valuation Day and are used to calculate the value of your Contract prior to
Annuitization.

ACCUMULATION UNIT VALUE: The daily price of Accumulation Units on any Valuation
Day.

ADMINISTRATIVE OFFICE OF THE COMPANY: Our location and overnight mailing address
is: 200 Hopmeadow Street, Simsbury, Connecticut 06089. Our standard mailing
address is: Investment Product Services, P.O. Box 5085, Hartford, CT 06102-5085.

ANNIVERSARY VALUE: The value equal to the Contract Value as of a Contract
Anniversary, increased by the dollar amount of any Premium Payments made since
that anniversary and reduced by the dollar amount of any partial Surrenders
since that anniversary.

ANNUAL MAINTENANCE FEE: An annual $30 charge deducted on a Contract Anniversary
or upon full Surrender if the Contract Value at either of those times is less
than $50,000. The charge is deducted proportionately from each Account in which
you are invested.

ANNUAL WITHDRAWAL AMOUNT: This is the amount you can Surrender per Contract Year
without paying a Contingent Deferred Sales Charge. This amount is
non-cumulative, meaning that it cannot be carried over from one year to the
next.

ANNUITANT: The person on whose life the Contract is based. The Annuitant may not
be changed after your Contract is issued.

ANNUITY CALCULATION DATE: The date we calculate the first Annuity Payouts.

ANNUITY PAYOUT: The money we pay out after the Annuity Commencement Date for the
duration and frequency you select.

ANNUITY PAYOUT OPTION: Any of the options available for payout after the Annuity
Commencement Date or death of the Contract Owner or Annuitant.

ANNUITY UNIT: The unit of measure we use to calculate the value of your Annuity
Payouts under a variable dollar amount Annuity Payout Option.

ANNUITY UNIT VALUE: The daily price of Annuity Units on any Valuation Day.

BENEFICIARY: The person(s) entitled to receive a Death Benefit upon the death of
the Contract Owner or Annuitant.

CHARITABLE REMAINDER TRUST: An irrevocable trust, where an individual donor
makes a gift to the trust, and in return receives an income tax deduction. In
addition, the individual donor has the right to receive a percentage of the
trust earnings for a specified period of time.

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

COMMUTED VALUE: The present value of any remaining guaranteed Annuity Payouts.

CONTINGENT ANNUITANT: The person you may designate to become the Annuitant if
the original Annuitant dies before the Annuity Commencement Date. You must name
a Contingent Annuitant before the original Annuitant's death.

CONTINGENT DEFERRED SALES CHARGE: The deferred sales charge that may apply when
you make a full or partial Surrender.

CONTRACT: The individual Annuity Contract and any endorsements or riders. Group
participants and some individuals will receive a certificate rather than a
Contract.

CONTRACT ANNIVERSARY: The anniversary of the date we issued your Contract. If
the Contract Anniversary falls on a Non-Valuation Day, then the Contract
Anniversary will be the next Valuation Day.

CONTRACT VALUE: The total value of the Accounts on any Valuation Day.

CONTRACT YEAR: Any 12 month period between Contract Anniversaries, beginning
with the date the Contract was issued.

DEATH BENEFIT: The amount payable after the Contract Owner or the Annuitant
dies.

DOLLAR COST AVERAGING: A program that allows you to systematically make
transfers between Accounts available in your Contract.

FIXED ACCUMULATION FEATURE: Part of our General Account, where you may allocate
all or a portion of your Contract Value. In your Contract, this is defined as
the "Fixed Account".

GENERAL ACCOUNT: The General Account includes our company assets and any money
you have invested in the Fixed Accumulation Feature.

HARTFORD, WE OR OUR: Hartford Life and Annuity Insurance Company. Only Hartford
is a capitalized term in the prospectus.

JOINT ANNUITANT: The person on whose life Annuity Payouts are based if the
Annuitant dies after Annuitization. You may name a Joint Annuitant only if your
Annuity Payout Option provides for a survivor. The Joint Annuitant may not be
changed.

MAXIMUM ANNIVERSARY VALUE: This is the highest Anniversary Value prior to the
deceased's 81st birthday or the date of death, if earlier.

NET INVESTMENT FACTOR: This is used to measure the investment performance of a
Sub-Account from one Valuation Day to
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                    5
- --------------------------------------------------------------------------------
the next, and is also used to calculate your Annuity Payout amount.

NON-VALUATION DAY: Any day the New York Stock Exchange is not open for trading.


OPTIONAL DEATH BENEFIT RIDER: This is an amendment to your contract, which if
you elect it, allows you to add the Optional Death Benefit to and modify the
spousal contract continuation provision of you annuity. To elect the Optional
Death Benefit Rider you will have to pay an additional charge on a daily basis,
which is equal to an annual charge of .15% of your Contract Value invested in
the Funds.


PAYEE: The person or party you designate to receive Annuity Payouts.

PREMIUM PAYMENT: Money sent to us to be invested in your Annuity.

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

REQUIRED MINIMUM DISTRIBUTION: A federal requirement that individuals age 70 1/2
and older must take a distribution from their tax-qualified retirement account
by December 31, each year. For employer sponsored Qualified Contracts, the
individual must begin taking distributions at the age of 70 1/2 or upon
retirement, whichever comes later.

SUB-ACCOUNT VALUE: The value on or before the Annuity Calculation Date, which is
determined on any day by multiplying the number of Accumulation Units by the
Accumulation Unit Value for that Sub-Account.

SURRENDER: A complete or partial withdrawal from your Contract.

SURRENDER VALUE: The amount we pay you if you terminate your Contract before the
Annuity Commencement Date. The Surrender Value is equal to the Contract Value
minus any applicable charges.

VALUATION DAY: Every day the New York Stock Exchange is open for trading. Values
of the Separate Account are determined as of the close of the New York Stock
Exchange, generally 4:00 p.m. Eastern Time.

VALUATION PERIOD: The time span between the close of trading on the New York
Stock Exchange from one Valuation Day to the next.
<PAGE>
6                                    HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

                                   FEE TABLE
                      Contract Owner Transaction Expenses


<TABLE>
 <S>                                                                 <C>
 Sales Load Imposed on Purchases (as a percentage of Premium
   Payments)                                                           None
 -----------------------------------------------------------------------------
 Deferred Sales Charge (as a percentage of amounts Surrendered)
     First Year (1)                                                       6%
 -----------------------------------------------------------------------------
     Second Year                                                          6%
 -----------------------------------------------------------------------------
     Third Year                                                           5%
 -----------------------------------------------------------------------------
     Fourth Year                                                          5%
 -----------------------------------------------------------------------------
     Fifth Year                                                           4%
 -----------------------------------------------------------------------------
     Sixth Year                                                           3%
 -----------------------------------------------------------------------------
     Seventh Year                                                         2%
 -----------------------------------------------------------------------------
     Eighth Year                                                          0%
 -----------------------------------------------------------------------------
 Annual Maintenance Fee (2)                                             $30
 -----------------------------------------------------------------------------
 Separate Account Annual Expenses (as a percentage of average
   Sub-Account Value)
     Mortality and Expense Risk Charge                                 1.25%
 -----------------------------------------------------------------------------
 Total Separate Account Charges                                        1.25%
 -----------------------------------------------------------------------------
 Optional Charges:
     Optional Interest Accumulation Charge (as a percentage of
      Sub-Account Value)                                               0.15%
 -----------------------------------------------------------------------------
     Total Separate Account Charges with the Optional Interest
      Accumulation Charge                                              1.40%
 -----------------------------------------------------------------------------
</TABLE>


(1) Length of time from Premium Payment.

(2) An annual $30 charge deducted on a Contract Anniversary or upon full
    Surrender if the Contract Value at either of those times is less than
    $50,000. The charge is deducted proportionately from each Account in which
    you are invested.


The purpose of the Fee Tables and Examples is to assist you in understanding
various costs and expenses that you will pay directly or indirectly. The Fee
Tables and Examples reflect the Separate Account and underlying Funds. We will
deduct any Premium Taxes that apply.



The Examples should not be considered a representation of past or future
expenses and actual expenses may be greater or less than those shown. 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. We do this by approximating an "average" 0.06% annual charge.

<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                    7
- --------------------------------------------------------------------------------

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


<TABLE>
<CAPTION>
                                                                              TOTAL FUND
                                                                              OPERATING
                                                    MANAGEMENT                 EXPENSES
                                                  FEES INCLUDING   OTHER      INCLUDING
                                                     WAIVERS      EXPENSES     WAIVERS
 <S>                                              <C>             <C>       <C>
 -----------------------------------------------------------------------------------------
 Mentor VIP Perpetual International Portfolio (1)      1.00%        0.60%        1.60%
 -----------------------------------------------------------------------------------------
 Mentor VIP Capital Growth Portfolio (1)               0.80%        0.27%        1.07%
 -----------------------------------------------------------------------------------------
 Mentor VIP Growth Portfolio (1)                       0.70%        0.27%        0.97%
 -----------------------------------------------------------------------------------------
 Hartford Advisers HLS Fund                            0.61%        0.02%        0.63%
 -----------------------------------------------------------------------------------------
 Hartford Bond HLS Fund                                0.48%        0.02%        0.50%
 -----------------------------------------------------------------------------------------
 Hartford Capital Appreciation HLS Fund                0.62%        0.02%        0.64%
 -----------------------------------------------------------------------------------------
 Hartford Dividend & Growth HLS Fund                   0.64%        0.02%        0.66%
 -----------------------------------------------------------------------------------------
 Hartford Global Leaders HLS Fund (2)                  0.49%        0.12%        0.61%
 -----------------------------------------------------------------------------------------
 Hartford Growth and Income HLS Fund                   0.77%        0.04%        0.81%
 -----------------------------------------------------------------------------------------
 Hartford High Yield HLS Fund (2)                      0.49%        0.03%        0.52%
 -----------------------------------------------------------------------------------------
 Hartford Index HLS Fund                               0.38%        0.02%        0.40%
 -----------------------------------------------------------------------------------------
 Hartford International Advisers HLS Fund              0.75%        0.11%        0.86%
 -----------------------------------------------------------------------------------------
 Hartford International Opportunities HLS Fund         0.68%        0.09%        0.77%
 -----------------------------------------------------------------------------------------
 Hartford MidCap HLS Fund                              0.76%        0.03%        0.79%
 -----------------------------------------------------------------------------------------
 Hartford Money Market HLS Fund                        0.43%        0.02%        0.45%
 -----------------------------------------------------------------------------------------
 Hartford Mortgage Securities HLS Fund                 0.43%        0.03%        0.46%
 -----------------------------------------------------------------------------------------
 Hartford Small Company HLS Fund                       0.75%        0.04%        0.77%
 -----------------------------------------------------------------------------------------
 Hartford Stock HLS Fund                               0.44%        0.02%        0.46%
 -----------------------------------------------------------------------------------------
</TABLE>


(1) Each of the Mentor VIP Perpetual International Portfolio, Mentor VIP Capital
    Growth Portfolio and Mentor VIP Growth Portfolio has adopted a distribution
    plan pursuant to Rule 12b-1 under the Investment Company Act of 1940, as
    amended. Under the plans, a Portfolio may pay fees at an annual rate up to
    0.25% of the Portfolio's average daily net assets. None of the Portfolios
    currently make payment under the plans, though they may do so at any time in
    the future.

(2) Hartford Global Leaders HLS Fund and Hartford High Yield HLS 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, LLC has agreed to waive its fees for these until the assets of the
    Funds (excluding assets contributed by companies affiliated with HL
    Investment Advisors, LLC) reach $20 million. Before this waiver, the
    Management Fee and Total Fund Operating Expenses would be:


<TABLE>
<CAPTION>
                                                                             TOTAL FUND
                                                             OTHER           OPERATING
                                        MANAGEMENT FEES     EXPENSES          EXPENSES
    <S>                                 <C>              <C>             <C>
    ---------------------------------------------------------------------------------------
    Hartford Global Leaders HLS Fund          0.78%           0.03%             0.81%
    ---------------------------------------------------------------------------------------
    Hartford High Yield HLS Fund              0.78%           0.12%             0.90%
    ---------------------------------------------------------------------------------------
</TABLE>


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

EXAMPLE


THE FOLLOWING EXAMPLE ILLUSTRATES SITUATIONS WHERE THE OPTIONAL DEATH BENEFIT
RIDER IS SELECTED:


<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>
 ---------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
 <S>                           <C>    <C>     <C>     <C>        <C>    <C>     <C>     <C>        <C>    <C>     <C>     <C>
 Mentor Perpetual
   International                $ 85   $ 141   $ 199    $ 341     $ 31   $  95   $ 162    $ 341     $ 31   $  96   $ 163    $ 341
 ---------------------------------------------------------------------------------------------------------------------------------
 Mentor Capital Growth            80     125     172      289       25      79     135      289       26      80     136      289
 ---------------------------------------------------------------------------------------------------------------------------------
 Mentor Growth                    79     122     167      279       24      76     130      278       25      77     131      279
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford Bond HLS Fund           74     107     143      231       20      62     106      230       20      62     107      231
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford Stock HLS Fund          74     106     140      226       19      60     104      225       20      61     104      226
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford Money Market HLS
   Fund                           74     105     140      225       19      60     103      224       20      60     104      225
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford Advisers HLS Fund       75     111     150      244       21      66     113      244       21      66     114      244
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford Capital Appreciation
   HLS Fund                       76     111     150      245       21      66     113      244       22      66     114      245
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford Mortgage Securities
   HLS Fund                       74     106     141      226       19      60     104      225       20      61     105      226
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford Index HLS Fund          73     104     137      220       18      58     101      219       19      59     101      220
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford International
   Opportunities HLS Fund         77     115     157      259       22      70     120      258       23      70     121      259
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford Dividend & Growth
   HLS Fund                       76     112     151      247       21      66     114      246       22      67     115      247
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford International
   Advisers HLS Fund              78     118     161      268       23      73     125      267       24      73     125      268
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford Small Company HLS
   Fund                           77     116     157      259       22      70     120      258       23      71     121      259
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford MidCap HLS Fund         77     116     158      261       22      71     121      260       23      71     122      261
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford Growth and Income
   HLS Fund                       77     117     159      262       23      71     122      262       23      72     123      262
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford High Yield HLS Fund     74     108     N/A      N/A       20      62     N/A      N/A       20      63     N/A      N/A
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford Global Leaders HLS
   Fund                           75     110     N/A      N/A       21      65     N/A      N/A       21      65     N/A      N/A
 ------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                    9
- --------------------------------------------------------------------------------


THE FOLLOWING EXAMPLE ILLUSTRATES SITUATIONS WHERE THE OPTIONAL DEATH BENEFIT
RIDER IS NOT SELECTED:


<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>
 ---------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
 <S>                           <C>    <C>     <C>     <C>        <C>    <C>     <C>     <C>        <C>    <C>     <C>     <C>
 Mentor VIP Perpetual
   International                $ 84   $ 136   $ 191    $ 327     $ 29   $  91   $ 155    $ 326     $ 30   $  91   $ 155    $ 327
 ---------------------------------------------------------------------------------------------------------------------------------
 Mentor VIP Capital Growth        78     120     164      274       24      74     128      273       24      75     128      274
 ---------------------------------------------------------------------------------------------------------------------------------
 Mentor VIP Growth                77     117     159      264       23      71     123      263       23      72     123      264
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford Bond HLS Fund           73     103     135      214       18      57      98      214       19      58      99      214
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford Stock HLS Fund          72     101     133      209       17      55      96      209       18      56      97      209
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford Money Market HLS
   Fund                           72     101     132      208       17      55      95      208       18      56      96      208
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford Advisers HLS Fund       74     107     142      229       19      61     105      228       20      62     106      229
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford Capital Appreciation
   HLS Fund                       74     107     142      229       19      61     106      229       20      62     106      229
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford Mortgage Securities
   HLS Fund                       72     101     133      210       18      56      96      209       18      56      97      210
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford Index HLS Fund          72      99     130      203       17      54      93      203       18      54      94      203
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford International
   Opportunities HLS Fund         75     111     149      243       21      65     112      242       21      66     113      243
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford Dividend & Growth
   HLS Fund                       74     107     143      231       20      62     106      230       20      62     107      231
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford International
   Advisers HLS Fund              76     114     154      253       22      68     117      252       22      69     118      253
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford MidCap HLS Fund         76     112     150      245       21      66     113      245       22      67     114      245
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford Small Company HLS
   Fund                           75     111     149      243       21      65     112      242       21      66     113      243
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford Growth and Income
   HLS Fund                       76     112     151      247       21      66     114      246       22      67     115      247
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford High Yield HLS Fund     73     103     N/A      N/A       18      57     N/A      N/A       19      58     N/A      N/A
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford Global Leaders HLS
   Fund                           74     106     N/A      N/A       19      60     N/A      N/A       20      61     N/A      N/A
 ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>


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

ACCUMULATION UNIT VALUES

(For an Accumulation Unit outstanding throughout the period)

The following information has been derived from the audited financial statements
of the Separate Account, which have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their report with respect
thereto, and should be read in conjunction with those statements which are
included in the Statement of Additional Information, which is incorporated by
reference in this Prospectus.


<TABLE>
<CAPTION>
                                                                           YEAR ENDED DECEMBER 31,
                                                            ------------------------------------------------------
                                                              1998      1997     1996     1995     1994     1993
- ------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>        <C>      <C>      <C>      <C>      <C>
MENTOR PERPETUAL INTERNATIONAL SUB-ACCOUNT
 (Inception date March 3, 1998)
Accumulation Unit Value at beginning of period                 $1.000       --       --       --       --       --
- ------------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                       $1.109       --       --       --       --       --
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period (in
 thousands)                                                       913       --       --       --       --       --
- ------------------------------------------------------------------------------------------------------------------
MENTOR CAPITAL GROWTH SUB-ACCOUNT
 (Inception date March 3, 1998)
Accumulation Unit Value at beginning of period                 $1.000       --       --       --       --       --
- ------------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                       $1.075       --       --       --       --       --
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period (in
 thousands)                                                     1,367       --       --       --       --       --
- ------------------------------------------------------------------------------------------------------------------
MENTOR GROWTH SUB-ACCOUNT
 (Inception date March 3, 1998)
Accumulation Unit Value at beginning of period                 $1.000       --       --       --       --       --
- ------------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                       $0.907       --       --       --       --       --
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period (in
 thousands)                                                       652       --       --       --       --       --
- ------------------------------------------------------------------------------------------------------------------
HARTFORD BOND HLS FUND SUB-ACCOUNT
 (Inception date August 1, 1986)
Accumulation Unit Value at beginning of period                 $2.114   $1.992   $1.880   $1.607   $1.694   $1.556
- ------------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                       $2.258   $2.114   $1.922   $1.880   $1.607   $1.694
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period (in
 thousands)                                                   180,120  107,759   76,247   48,354   33,950   23,803
- ------------------------------------------------------------------------------------------------------------------
HARTFORD STOCK HLS FUND SUB-ACCOUNT
 (Inception date August 1, 1986)
Accumulation Unit Value at beginning of period                 $4.602   $3.547   $2.887   $2.180   $2.250   $1.993
- ------------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                       $6.066   $4.602   $3.547   $2.887   $2.180   $2.250
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period (in
 thousands)                                                   553,087  440,557  317,416  186,727  110,928   60,431
- ------------------------------------------------------------------------------------------------------------------
HARTFORD MONEY MARKET HLS FUND SUB-ACCOUNT
 (Inception date August 1, 1986)
Accumulation Unit Value at beginning of period                 $1.650   $1.587   $1.528   $1.462   $1.424   $1.401
- ------------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                       $1.716   $1.650   $1.587   $1.528   $1.462   $1.424
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period (in
 thousands)                                                   195,489  120,947  110,350   66,468   30,871   14,881
- ------------------------------------------------------------------------------------------------------------------
HARTFORD ADVISERS HLS FUND SUB-ACCOUNT
 (Inception date August 1, 1986)
Accumulation Unit Value at beginning of period                 $3.572   $2.905   $2.523   $1.991   $2.072   $1.870
- ------------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                       $4.398   $3.572   $2.905   $2.523   $1.991   $2.072
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period (in
 thousands)                                                 1,258,365  999,829  784,326  645,105  414,318  244,980
- ------------------------------------------------------------------------------------------------------------------
HARTFORD CAPITAL APPRECIATION HLS FUND SUB-ACCOUNT
 (Inception date August 1, 1986)
Accumulation Unit Value at beginning of period                 $4.845   $4.010   $3.364   $2.615   $2.583   $2.165
- ------------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                       $5.526   $4.845   $4.010   $3.364   $2.615   $2.583
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period (in
 thousands)                                                   517,384  461,578  353,466  216,591  116,535   58,645
- ------------------------------------------------------------------------------------------------------------------
HARTFORD MORTGAGE SECURITIES HLS FUND SUB-ACCOUNT
 (Inception date August 1, 1986)
Accumulation Unit Value at beginning of period                 $2.098   $1.949   $1.878   $1.637   $1.685   $1.604
- ------------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                       $2.211   $2.098   $1.949   $1.878   $1.637   $1.685
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period (in
 thousands)                                                    48,850   38,292   38,304   31,288   20,674   28,380
</TABLE>

<PAGE>

HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   11
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                           YEAR ENDED DECEMBER 31,
                                                            ------------------------------------------------------
                                                              1998      1997     1996     1995     1994     1993
- ------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>        <C>      <C>      <C>      <C>      <C>
HARTFORD INDEX HLS FUND SUB-ACCOUNT
 (Inception date May 1, 1987)
Accumulation Unit Value at beginning of period                 $3.726   $2.845   $2.359   $1.750   $1.755   $1.629
- ------------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                       $4.712   $3.726   $2.845   $2.359   $1.750   $1.755
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of (in
 thousands)                                                   160,586  117,372   77,074   32,779   12,030    7,491
- ------------------------------------------------------------------------------------------------------------------
HARTFORD INTERNATIONAL OPPORTUNITIES HLS FUND SUB-ACCOUNT
 (Inception date July 2, 1990)
Accumulation Unit Value at end of period                       $1.469   $1.482   $1.329   $1.181   $1.220   $0.924
- ------------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                       $1.641   $1.469   $1.482   $1.329   $1.181   $1.220
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period (in
 thousands)                                                   400,336  396,430  326,954  222,606  175,763   66,084
- ------------------------------------------------------------------------------------------------------------------
HARTFORD DIVIDEND & GROWTH HLS FUND SUB-ACCOUNT
 (Inception date March 8, 1994)
Accumulation Unit Value at beginning of period                 $2.149   $1.650   $1.359   $1.009   $1.000       --
- ------------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                       $2.471   $2.149   $1.650   $1.359   $1.009       --
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period (in
 thousands)                                                   735,537  541,076  301,767  101,085   21,973       --
- ------------------------------------------------------------------------------------------------------------------
HARTFORD INTERNATIONAL ADVISERS HLS FUND SUB-ACCOUNT
 (Inception date March 1, 1995)
Accumulation Unit Value at beginning of period                 $1.319   $1.266   $1.146   $1.000       --       --
- ------------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                       $1.476   $1.319   $1.266   $1.146       --       --
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period (in
 thousands)                                                   135,919  109,735   56,743   10,717       --       --
- ------------------------------------------------------------------------------------------------------------------
HARTFORD SMALL COMPANY HLS FUND SUB-ACCOUNT
 (Inception date August 9, 1996)
Accumulation Unit Value at beginning of period                 $1.247   $1.066   $1.000       --       --       --
- ------------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                       $1.374   $1.247   $1.066       --       --       --
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period (in
 thousands)                                                   156,179  108,104   24,397       --       --       --
- ------------------------------------------------------------------------------------------------------------------
HARTFORD MIDCAP HLS FUND SUB-ACCOUNT
 (Inception date July 15, 1997)
Accumulation Unit Value at beginning of period                 $1.097       --       --       --       --       --
- ------------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                       $1.371   $1.097       --       --       --       --
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period (in
 thousands)                                                    65,617   13,437       --       --       --       --
- ------------------------------------------------------------------------------------------------------------------
HARTFORD GROWTH AND INCOME HLS FUND SUB-ACCOUNT
 (Inception date June 1, 1998)
Accumulation Unit Value at beginning of period                 $1.000       --       --       --       --       --
- ------------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                       $1.182       --       --       --       --       --
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period (in
 thousands)                                                    11,822       --       --       --       --       --
- ------------------------------------------------------------------------------------------------------------------
HARTFORD GLOBAL LEADERS HLS FUND SUB-ACCOUNT
 (Inception date September 30, 1998)
Accumulation Unit Value at beginning of period                 $1.000       --       --       --       --       --
- ------------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                       $1.315       --       --       --       --       --
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period (in
 thousands)                                                       898       --       --       --       --       --
- ------------------------------------------------------------------------------------------------------------------
HARTFORD HIGH YIELD HLS FUND SUB-ACCOUNT
 (Inception date September 30, 1998)
Accumulation Unit Value at beginning of period                 $1.000       --       --       --       --       --
- ------------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                       $1.035       --       --       --       --       --
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period (in
 thousands)                                                     2,255       --       --       --       --       --
- ------------------------------------------------------------------------------------------------------------------
</TABLE>

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

HIGHLIGHTS

HOW DO I PURCHASE THIS ANNUITY?

You must complete our application or order request and submit it to us for
approval with your first Premium Payment. Your first Premium Payment must be at
least $1,000 and subsequent Premium Payments must be at least $500, unless you
take advantage of our InvestEase Program-Registered Trademark- or are part of
certain retirement plans.

 -  For a limited time, usually within ten days after you receive your Contract,
    you may cancel your Annuity without paying a Contingent Deferred Sales
    Charge. You may bear the investment risk for your Premium Payment prior to
    our receipt of your request for cancellation.

WHAT TYPE OF SALES CHARGE WILL I PAY?

You don't pay a sales charge when you purchase your Annuity. We may charge you a
Contingent Deferred Sales Charge when you partially or fully Surrender your
Annuity. The Contingent Deferred Sales Charge will depend on the length of time
the Premium Payment you made has been in your Annuity. If the amount you paid
has been in your Annuity:

 -  For less than two years, the charge is 6%.

 -  For more than two years and less than four years, the charge is 5%.

 -  For more than four years and less than five years, the charge is 4%.

 -  For more than five years and less than six years, the charge is 3%

 -  For more than six years and less than seven years, the charge is 2%.

You won't be charged a Contingent Deferred Sales Charge on:

 -  The Annual Withdrawal Amount

 -  Premium Payments or earnings that have been in your Annuity for more than
    seven years.

 -  Distributions made due to death

 -  Most payments we make to you as part of your Annuity Payout

IS THERE AN ANNUAL MAINTENANCE FEE?

We deduct this $30.00 fee each year on your Contract Anniversary or when you
fully Surrender your Annuity, if, on either of those dates, the value of your
Annuity is less than $50,000.

WHAT CHARGES WILL I PAY ON AN ANNUAL BASIS?

In addition to the Annual Maintenance Fee, you pay two other types of charges
each year. The first type of charge is the fee you pay for insurance. This
charge is:

A mortality and expense risk charge that is subtracted daily and is equal to an
annual charge of 1.25% of your Contract Value invested in the Funds.

The second type of charge is the fee you pay for the Funds.


Currently, Fund charges range from 0.40% to 1.60% annually of the average daily
value of the amount you have invested in the Funds. See the Annual Fund
Operating Expenses table for more complete information and the Funds'
prospectuses accompanying this prospectus.



If you elect the Optional Death Benefit Rider, we will subtract an additional
charge on a daily basis that is equal to an annual charge of .15% of your
Contract Value invested in the Funds.


CAN I TAKE OUT ANY OF MY MONEY?

You may Surrender all or part of the amounts you have invested at any time
before we start making Annuity Payouts, or after Annuity Payouts begin under the
Payment for a Designated Period Annuity Payout Option.

 -  You may have to pay income tax on the money you take out and, if you
    Surrender before you are age 59 1/2, you may have to pay an income tax
    penalty.

 -  You may have to pay a Contingent Deferred Sales Charge on the money you
    Surrender.

WILL HARTFORD PAY A DEATH BENEFIT?

There is a Death Benefit if the Contract Owner, joint owner or the Annuitant die
before we begin to make Annuity Payouts. The Death Benefit will be calculated as
of the date we receive a certified death certificate or other legal document
acceptable to us and will be the greater of:

- - The total Premium Payments you have made to us minus any amounts you have
  Surrendered, or

- - The Contract Value of your Annuity, or

- - Your Maximum Anniversary Value, which is described below.

The Maximum Anniversary Value is based on a series of calculations on Contract
Anniversaries of Contract Values, Premium Payments and partial Surrenders. We
will calculate an Anniversary Value for each Contract Anniversary prior to the
deceased's 81st birthday or date of death, whichever is earlier. The Anniversary
Value is equal to the Contract Value as of a Contract Anniversary, increased by
the dollar amount of any Premium Payments made since that anniversary and
reduced by the dollar amount of any partial Surrenders since that anniversary.
The Maximum Anniversary Value is equal to the greatest Anniversary Value
attained from this series of calculations.


If you elect the Optional Death Benefit Rider at an additional charge, the Death
Benefit will be the greater of: the total Premium Payments you have made to us
minus any amounts you have Surrendered, the Contract Value of your annuity, your
Maximum Anniversary Value or your Interest Accumulation Value starting on the
date the Optional Death Benefit Rider is added to your Annuity. The Interest
Accumulation Value prior to

<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   13
- --------------------------------------------------------------------------------

the deceased's date of death or 81st birthday, whichever is earlier, is equal
to:



 -  Your Contract Value on the date the Optional Death Benefit Rider is added;



 -  Plus any Premium Payments made after the date the Optional Death Benefit
    Rider is added;



 -  Minus any proportional adjustments for any partial Surrenders taken after
    the Optional Death Benefit Rider was added;



 -  Compounded daily at an annual rate of 5.0%.



This Death Benefit amount will remain invested in the Sub-Accounts according to
your last instructions and will fluctuate with the performance of the underlying
Funds. The Optional Death Benefit Rider may not be available if the Contract
Owner or Annuitant is age 75 or older. The Optional Death Benefit Rider is not
available in Washington.



If you purchase your Contract after September 30, 1999, you must elect the
Optional Death Benefit at the time you send us your initial Premium Payment.


WHAT ANNUITY PAYOUT OPTIONS ARE AVAILABLE?

When it comes time for us to make payouts, you may choose one of the following
Annuity Payout Options: Option 1 -- Life Annuity, Option 2 -- Life Annuity with
120, 180 or 240 Monthly Payments Certain, Option 3 -- Joint and Last Survivor
Life Annuity and Option 4: Payments For a Designated Period. We may make other
Annuity Payout Options available at any time.

You must begin to take payouts by the Annuitant's 90th birthday. If you do not
tell us what Annuity Payout Option you want before that time, we will make
payments under Option 2 -- Life Annuity with 120, 180 or 240 Monthly Payments
Certain for 120 monthly payments certain.

GENERAL CONTRACT INFORMATION
- --------------------------------------------------------------------------------

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, the District of Columbia and
Puerto Rico, except New York. On January 1, 1998, Hartford's name changed from
ITT Hartford Life and Annuity Insurance Company to Hartford Life and Annuity
Insurance Company. We were originally incorporated under the laws of Wisconsin
on January 9, 1956, and subsequently redomiciled to Connecticut. Our offices are
located in Simsbury, Connecticut; however, our mailing address is P.O. Box 2999,
Hartford, CT 06104-2999. We are ultimately controlled by The Hartford Financial
Services Group, Inc., one of the largest financial service providers in the
United States.

                               HARTFORD'S RATINGS


<TABLE>
<CAPTION>
                     EFFECTIVE DATE
   RATING AGENCY       OF RATING        RATING           BASIS OF RATING
 <S>                 <C>                <C>         <C>
 -----------------------------------------------------------------------------
 A.M. Best and
 Company, Inc.             1/1/99          A+       Financial performance
 -----------------------------------------------------------------------------
 Standard & Poor's         5/3/99         AA        Insurer financial strength
 -----------------------------------------------------------------------------
 Duff & Phelps           12/21/98         AA+       Claims paying ability
 ----------------------------------------------------------------
</TABLE>


THE SEPARATE ACCOUNT

The Separate Account is where we set aside and invest the assets of some of our
annuity contracts, including this Contract. The Separate Account was established
on May 20, 1991 and is registered as a unit investment trust under the
Investment Company Act of 1940. This registration does not involve supervision
by the Commission of the management or the investment practices of the Separate
Account or Hartford. The Separate Account meets the definition of "separate
account" under federal securities law. This Separate Account holds only assets
for variable annuity contracts. The Separate Account:

- - Holds assets for the benefit of you and other Contract Owners, and the persons
  entitled to the payments described in the Contract.

- - Is not subject to the liabilities arising out of any other business Hartford
  may conduct.

- - Is not affected by the rate of return of Hartford's General Account or by the
  investment performance of any of Hartford's other separate accounts.

- - May be subject to liabilities from a Sub-Account of the Separate Account which
  holds assets of other variable annuity contracts or variable life insurance
  policies offered by the Separate Account which are not described in this
  Prospectus.

- - Is credited with income and gains, and takes losses, whether or not realized,
  from the assets it holds.

We do not guarantee the investment results of the Separate Account. There is no
assurance that the value of your Annuity will equal the total of the payments
you make to us.

THE FUNDS

The Mentor Perpetual VIP International Portfolio, Mentor VIP Capital Growth
Portfolio and Mentor VIP Growth Portfolio are series of Mentor Variable
Investment Portfolios, a Massachusetts business trust. Mentor Perpetual
Advisors, LLC is the investment advisor to the Mentor Perpetual International
Portfolio. Mentor Perpetual Advisors is an investment advisory firm organized in
1995 and owned equally by Perpetual, PLC, a diversified financial services
holding company, and Mentor Investment Advisors, LLC ("Mentor Advisors"). Mentor
Advisors is the investment advisor to the Mentor VIP Capital Growth Portfolio
and Mentor VIP Growth Portfolio. Mentor Advisors is a wholly-owned subsidiary
<PAGE>
14                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
of Mentor Investment Group LLC, which in turn is a subsidiary of Wheat First
Butcher Singer, Inc. Wheat First Butcher Singer is a wholly owned subsidiary of
First Union Corporation, a leading financial services company with approximately
$234 billion in assets and $17 billion in total stockholders' equity as of
December 31, 1998. EVEREN Capital Corporation currently has a 20% ownership in
Mentor Investment Group and may acquire additional ownership based principally
on the amount of Mentor Investment Group's revenues attributable to clients of
EVEREN Securities, Inc. and its affiliates.

All of the Hartford Funds are sponsored and administered by Hartford Life
Insurance Company. HL Investment Advisors, LLC ("HL Advisors") serves as the
investment adviser to each of the Funds. Wellington Management Company, LLP
("Wellington Management") and The Hartford Investment Management Company
("HIMCO") serve as sub-investment advisers and provide day to day investment
services.

Each Hartford Fund, except for the Hartford Global Leaders HLS Fund, the
Hartford Growth and Income HLS Fund and the Hartford High Yield HLS Fund, is a
separate Maryland corporation registered with the Securities and Exchange
Commission as an open-end management investment company. The Hartford Global
Leaders HLS Fund, the Hartford Growth and Income HLS Fund and the Hartford High
Yield HLS Fund are diversified series of Hartford Series Fund, Inc., a Maryland
corporation, also registered with the Securities and Exchange Commission as an
open-end management investment company. The shares of each Fund have been
divided into Class IA and Class IB. Only Class IA shares are available in this
Annuity.

We do not guarantee the investment results of any of the underlying Funds. Since
each underlying Fund has different investment objectives, each is subject to
different risks. These risks and the Funds' expenses, policies and procedures
are more fully described in the accompanying Funds' prospectus and Statement of
Additional Information, which you may order from us. The Funds' prospectus
should be read in conjunction with this prospectus before investing.

The Funds may not be available in all states.

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

MENTOR VIP PERPETUAL INTERNATIONAL PORTFOLIO -- Seeks to provide long-term
capital appreciation by investing in a diversified portfolio of securities of
issuers located outside the United States. The Portfolio's investments will
normally include common stocks, preferred stocks, securities convertible into
commons stocks or preferred stocks, and warrants to purchase common stocks or
preferred stocks. The Portfolio may also invest to a lesser extent in debt
securities and other types of investments if the investment adviser believe that
they would help achieve the Portfolio's objective.

MENTOR VIP CAPITAL GROWTH PORTFOLIO -- Seeks to provide long-term appreciation
of capital by investing in a wide variety of securities which the investment
advisor believes offers the potential for capital appreciation over both the
immediate and long term.

MENTOR VIP GROWTH PORTFOLIO -- Seeks to provide long-term growth of capital
through a diversified portfolio of equity securities. Although the Portfolio may
invest in companies of any size, the Portfolio invests principally in common
stocks of small to mid-sized companies.

HARTFORD ADVISERS HLS 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. Sub-advised by Wellington Management.

HARTFORD BOND HLS FUND -- Seeks maximum current income consistent with
preservation of capital by investing primarily in investment grade 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 HLS Fund,
Inc." Sub-advised by HIMCO.

HARTFORD CAPITAL APPRECIATION HLS FUND -- Seeks growth of capital by investing
in equity securities selected solely on the basis of potential for capital
appreciation. Sub-advised by Wellington Management.

HARTFORD DIVIDEND AND GROWTH HLS FUND -- Seeks a high level of current income
consistent with growth of capital by investing primarily in dividend paying
equity securities. Sub-advised by Wellington Management.

HARTFORD GLOBAL LEADERS HLS FUND -- Seeks growth of capital by investing
primarily in equity securities issued by U.S. company and non-U.S. high quality
growth companies worldwide that, in the opinion of Wellington Management, are
leaders within their respective industries as indicated by an established market
presence and strong competitive position on a global, regional or country basis.
Sub-advised by Wellington Management.

HARTFORD GROWTH AND INCOME HLS FUND -- Seeks growth of capital and current
income by investing primarily in equity securities with earnings growth
potential and steady rising dividends. Sub-advised by Wellington Management.

HARTFORD HIGH YIELD HLS FUND -- Seeks high current income buy investing in
non-grade fixed-income securities. Growth of capital is a secondary objective.
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 High Yield HLS Fund."
Sub-advised by HIMCO.

HARTFORD INDEX HLS FUND -- Seeks to provide investment results that approximate
the price and yield performance of publicly traded common stocks in the
aggregate, as represented
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   15
- --------------------------------------------------------------------------------
by the Standard & Poor's 500 Composite Stock Price Index.* Sub-advised by HIMCO.

HARTFORD INTERNATIONAL ADVISERS HLS FUND -- Seeks maximum long-term total return
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. Sub-advised by Wellington
Management.

HARTFORD INTERNATIONAL OPPORTUNITIES HLS FUND -- Seeks growth of capital by
investing primarily in equity securities issued by non-U.S. companies.
Sub-advised by Wellington Management.

HARTFORD MIDCAP HLS FUND -- Seeks to achieve long-term capital growth through
capital appreciation by investing primarily in equity securities of companies
with market capitalizations within the range represented by the Standard &
Poor's Mid-Cap 400 Index. Sub-advised by Wellington Management.

HARTFORD MORTGAGE SECURITIES HLS 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. Sub-advised by HIMCO.

HARTFORD SMALL COMPANY HLS FUND -- Seeks growth of capital by investing
primarily in equity securities within the range represented by the Russell 2000
Index selected on the basis of potential for capital appreciation. Sub-advised
by Wellington Management.

HARTFORD STOCK HLS FUND -- Seeks long-term growth by investing primarily in
equity securities. Sub-advised by Wellington Management.

HARTFORD MONEY MARKET HLS FUND -- Seeks maximum current income consistent with
liquidity and preservation of capital. Sub-advised by HIMCO.

MIXED AND SHARED FUNDING -- Shares of the Funds may be sold to our other
separate accounts and our insurance company affiliates or other unaffiliated
insurance companies to serve as the underlying investment for both variable
annuity contracts and variable life insurance policies, a practice known as
"mixed and shared funding." As a result, there is a possibility that a material
conflict may arise between the interests of Contract Owners, and of owners of
other contracts whose contract values are allocated to one or more of these
other separate accounts investing in any one of the Funds. In the event of any
such material conflicts, we will consider what action may be appropriate,
including removing the Fund from the Separate Account or replacing the Fund with
another underlying fund. There are certain risks associated with mixed and
shared funding, as disclosed in the Funds' prospectus.

VOTING RIGHTS -- We are the legal owners of all Fund shares held in the Separate
Account and we have the right to vote at the Fund's shareholder meetings. To the
extent required by federal securities laws or regulations, we will:

- - Notify you of any Fund shareholders' meeting if the shares held for your
  Contract may be voted.

- - Send proxy materials and a form of instructions that you can use to tell us
  how to vote the Fund shares held for your Contract.

- - Arrange for the handling and tallying of proxies received from Contract
  Owners.

- - Vote all Fund shares attributable to your Contract according to instructions
  received from you, and

- - Vote all Fund shares for which no voting instructions are received in the same
  proportion as shares for which instructions have been received.

If any federal securities laws or regulations, or their present interpretation,
change to permit us to vote Fund shares on our own, we may decide to do so. You
may attend any Shareholder Meeting at which shares held for your Contract may be
voted. After we begin to make Annuity Payouts to you, the number of votes you
have will decrease.

SUBSTITUTIONS, ADDITIONS, OR DELETIONS OF FUNDS -- We reserve the right, subject
to any applicable law, to make certain changes to the Funds offered under Your
Contract. We may, in our sole discretion, establish new Funds. New Funds will be
made available to existing Contract Owners as we determine appropriate. We may
also close one or more Funds to additional Payments or transfers from existing
Sub-Accounts.

We reserve the right to eliminate the shares of any of the Funds for any reason
and to substitute shares of another registered investment company for the shares
of any Fund already purchased or to be purchased in the future by the Separate
Account. To the extent required by the Investment Company Act of 1940 (the "1940
Act"), substitutions of shares attributable to your interest in a Fund will not
be made until we have the approval of the Commission and we have notified you of
the change.

In the event of any substitution or change, we may, by appropriate endorsement,
make any changes in the Contract necessary or appropriate to reflect the
substitution or change. If we decide that it is in the best interest of the
Contract Owners, the Separate Account may be operated as a management company
under the 1940 Act or any other form permitted by law, may be de-registered
under the 1940 Act in the event such registration is no longer required, or may
be combined with one or more other Separate Accounts.

* "Standard & Poor's," "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.
  The Index Fund is not sponsored, endorsed, sold or promoted by Standard &
  Poor's and Standard & Poor's makes no representation regarding the
  advisability of investing in the Index Fund.
<PAGE>
16                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

PERFORMANCE RELATED INFORMATION

The Separate Account may advertise certain performance-related information
concerning the 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.


When a Sub-Account advertises its STANDARDIZED TOTAL RETURN, it will usually be
calculated since the date of the Separate Account's inception 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.


The Separate Account may also advertise NON-STANDARD TOTAL RETURNS THAT PRE-DATE
THE INCEPTION DATE OF THE SEPARATE ACCOUNT. These non-standardized total returns
are calculated by assuming that the Sub-Accounts have been in existence for the
same periods as the underlying Funds and by taking deductions for charges equal
to those currently assessed against the Sub-Accounts. These non-standardized
returns must be accompanied by standardized total returns. If applicable, the
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 includes the recurring charges at the Separate Account
level including the Annual Maintenance Fee.


The Hartford Money Market HLS 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 include the recurring charges at the
Separate Account level including the Annual Maintenance Fee.


The Separate Account may also disclose YIELD for periods prior to the date the
Separate Account commenced operations. For these periods, 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. No yield disclosure
for periods prior to the date of the Separate Account will be used without the
yield disclosure for periods as of the date of the inception of the Separate
Account.

We 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 systematic investing, Dollar Cost Averaging
and asset allocation), the advantages and disadvantages of investing in
tax-deferred and taxable instruments, customer profiles and hypothetical
purchase scenarios, financial management and tax and retirement planning, and
other investment alternatives, including comparisons between the Contract and
the characteristics of and market for such alternatives.

THE FIXED ACCUMULATION FEATURE
- --------------------------------------------------------------------------------

IMPORTANT INFORMATION YOU SHOULD KNOW: THIS PORTION OF THE PROSPECTUS RELATING
TO THE FIXED ACCUMULATION FEATURE IS NOT REGISTERED UNDER THE SECURITIES ACT OF
1933 ("1933 ACT") AND THE FIXED ACCUMULATION FEATURE IS NOT REGISTERED AS AN
INVESTMENT COMPANY UNDER THE 1940 ACT. THE FIXED ACCUMULATION FEATURE OR ANY OF
ITS INTERESTS ARE NOT SUBJECT TO THE PROVISIONS OR RESTRICTIONS OF THE 1933 ACT
OR THE 1940 ACT, AND THE STAFF OF THE SECURITIES AND EXCHANGE COMMISSION HAS NOT
REVIEWED THE DISCLOSURE REGARDING THE FIXED ACCUMULATION FEATURE. THE FOLLOWING
DISCLOSURE ABOUT THE FIXED ACCUMULATION FEATURE 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 Accumulation Feature
become a part of our General Account assets. We invest the assets of the General
Account according to the laws governing the investments of insurance company
General Accounts.


Currently, we guarantee that we will credit interest at a rate of not less than
3% per year, compounded annually, to amounts you allocate to the Fixed
Accumulation Feature. We reserve the right to change the rate subject only to
applicable state insurance law. We may credit interest at a rate in excess of 3%
per year. We will periodically publish the Fixed Accumulation Feature interest
rates currently in effect. There is no specific formula for determining interest
rates. Some of the factors that we may consider in determining whether to credit
excess interest are; general economic trends, rates of return currently
available and anticipated on our investments, regulatory and tax requirements
and competitive factors. We will account for any deductions, Surrenders or
transfers from the Fixed Accumulation Feature on a "first-in first-out" basis.

<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   17
- --------------------------------------------------------------------------------

IMPORTANT: ANY INTEREST CREDITED TO AMOUNTS YOU ALLOCATE TO THE FIXED
ACCUMULATION FEATURE IN EXCESS OF 3% PER YEAR WILL BE DETERMINED AT OUR SOLE
DISCRETION. YOU ASSUME THE RISK THAT INTEREST CREDITED TO THE FIXED ACCUMULATION
FEATURE MAY NOT EXCEED THE MINIMUM GUARANTEE OF 3% FOR ANY GIVEN YEAR.

From time to time, we may credit increased interest rates under certain programs
established in our sole discretion.


DOLLAR COST AVERAGING PLUS ("DCA") PROGRAMS -- Currently, you may enroll in a
special pre-authorized transfer program known as our DCA Plus Program (the
"Program"). Under this Program, Contract Owners who enroll may allocate a
minimum of $5,000 of their Premium Payment into the Program (we 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 from the Program to the selected Sub-Accounts in 3 to 6 months.
Under the 12-Month Transfer Program, the interest rate can accrue up to 12
months and all Premium Payments and accrued interest must be transferred to the
selected Sub-Accounts in 7 to 12 months. This will be accomplished by monthly
transfers for the period selected and a final transfer of the entire amount
remaining in the Program.


The pre-authorized transfers will begin within 15 days of receipt of the Program
payment provided we receive complete enrollment instructions. If we do not
receive complete Program enrollment instructions within 15 days of receipt of
the initial Program payment, the Program will be voided and the entire balance
in the Program will be transferred to the Accounts designated by you. If you do
not designate an Account, you will receive the Fixed Accumulation Feature's
current effective interest rate. Any subsequent payments we receive within the
Program period selected will be allocated to the Sub-Accounts over the remainder
of that Program transfer period.

You may elect to terminate the pre-authorized transfers by calling or writing us
of your intent to cancel enrollment in the Program. Upon cancellation, you will
no longer receive the Program interest rate and unless we receive instructions
to the contrary, the amounts remaining in the Program may accrue the interest
rate currently in effect for the Fixed Accumulation Feature.

We reserve the right to discontinue, modify or amend the Program or any other
interest rate program we establish. 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 us to determine if it is available in
your state.

You may only have one DCA program in place at one time. The Fixed Accumulation
Feature and Dollar Cost Averaging Plus Program are not available in Oregon.

THE CONTRACT
- --------------------------------------------------------------------------------

PURCHASES AND CONTRACT VALUE

WHAT TYPES OF CONTRACTS ARE AVAILABLE?

- - The Contract is an individual or group tax-deferred variable annuity contract.
  It is designed for retirement planning purposes and may be purchased by any
  individual, group or trust, including:

- - Any trustee or custodian for a retirement plan qualified under Sections 401(a)
  or 403(a) of the Code;

- - Annuity purchase plans adopted by public school systems and certain tax-exempt
  organizations according to Section 403(b) of the Code;

- - Individual Retirement Annuities adopted according to Section 408 of the Code;

- - Employee pension plans established for employees by a state, a political
  subdivision of a state, or an agency 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.

The examples above represent Qualified Contracts, as defined by the Code. In
addition, individuals and trusts can also purchase Contracts that are not part
of a tax qualified retirement plan. These are known as Non-Qualified Contracts.

HOW DO I PURCHASE A CONTRACT?

You may purchase a Contract by completing and submitting an application or an
order request along with an initial Premium Payment. For most Contracts, the
minimum Premium Payment is $1,000. For additional Premium Payments, the minimum
Premium Payment is $500. Under certain situations, we may allow smaller Premium
Payments, for example, if you enroll in our InvestEase Program or are part of
certain tax qualified retirement plans. Prior approval is required for Premium
Payments of $1,000,000 or more.

You and your Annuitant must not be older than age 85 on the date that your
Contract is issued. You must be of legal age in the state where the Contract is
being purchased or a guardian must act on your behalf.

HOW ARE PREMIUM PAYMENTS APPLIED TO MY CONTRACT?

Your initial Premium Payment will be invested within two Valuation Days of our
receipt of a properly completed application or an order request and the Premium
Payment. If we receive your subsequent Premium Payment before the close of the
New York Stock Exchange, it will be priced on the same Valuation Day. If
<PAGE>
18                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
we receive your Premium Payment after the close of the New York Stock Exchange,
it will be processed on the next Valuation Day. If we receive your Premium
Payment on a Non-Valuation Day, the amount will be invested on the next
Valuation Day. Unless we receive new instructions, we will invest the Premium
Payment based on your last allocation instructions. We will send you a
confirmation when we invest your Premium Payment.

If the request or other information accompanying the Premium Payment is
incomplete when received, we will hold the money in a non-interest bearing
account for up to five Valuation Days while we try to obtain complete
information. If we cannot obtain the information within five Valuation Days, we
will either return the Premium Payment and explain why the Premium Payment could
not be processed or keep the Premium Payment if you authorize us to keep it
until your provide the necessary information.

CAN I CANCEL MY CONTRACT AFTER I PURCHASE IT?

We want you to be satisfied with the Contract you have purchased. We urge you to
closely examine its provisions. If for any reason you are not satisfied with
your Contract, simply return it within ten days after you receive it with a
written request for cancellation that indicates your tax-withholding
instructions. In some states, you may be allowed more time to cancel your
Contract. We will not deduct any Contingent Deferred Sales Charges during this
time. We may require additional information, including a signature guarantee,
before we can cancel your Contract.

You bear the investment risk from the time the Contract is issued until we
receive your complete cancellation request.

The amount we pay you upon cancellation depends on the requirements of the state
where you purchased your Contract, the method of purchase, the type of Contract
you purchased and your age.

HOW IS THE VALUE OF MY CONTRACT CALCULATED BEFORE THE ANNUITY COMMENCEMENT DATE?

The Contract Value is the sum of all Accounts. There are two things that affect
your Sub-Account value: (1) the number of Accumulation Units and (2) the
Accumulation Unit Value. The Sub-Account value is determined by multiplying the
number of Accumulation Units by the Accumulation Unit Value. Therefore, on any
Valuation Day your Contract Value reflects the investment performance of the
Sub-Accounts and will fluctuate with the performance of the underlying Funds.

When Premium Payments are credited to your Sub-Accounts, they are converted into
Accumulation Units by dividing the amount of your Premium Payments, minus any
Premium Taxes, by the Accumulation Unit Value for that day. The more Premium
Payments you put into your Contract, the more Accumulation Units you will own.
You decrease the number of Accumulation Units you have by requesting Surrenders,
transferring money out of an Account, settling a Death Benefit claim or by
annuitizing your Contract.

To determine the current Accumulation Unit Value, we take the prior Valuation
Day's Accumulation Unit Value and multiply it by the Net Investment Factor for
the current Valuation Day.

The Net Investment Factor is used to measure the investment performance of a
Sub-Account from one Valuation Day to the next. The Net Investment Factor for
each Sub-Account equals:

- - The net asset value per share of each Fund held in the Sub-Account at the end
  of the current Valuation Day divided by

- - The net asset value per share of each Fund held in the Sub-Account at the end
  of the prior Valuation Day; minus


- - The daily mortality and expense risk charge and any other applicable charge
  such as any Optional Death Benefit Rider Charge adjusted for the number of
  days in the period.


We will send you a statement in each calendar quarter, which tells you how many
Accumulation Units you have, their value and your total Contract Value.

CAN I TRANSFER FROM ONE SUB-ACCOUNT TO ANOTHER?

TRANSFERS BETWEEN SUB-ACCOUNTS -- You may transfer from one Sub-Account to
another before and after the Annuity Commencement Date at no extra charge. Your
transfer request will be processed on the day that it is received as long as it
is received on a Valuation Day before the close of the New York Stock Exchange.
Otherwise, your request will be processed on the following Valuation Day. We
will send you a confirmation when we process your transfer. You are responsible
for verifying transfer confirmations and promptly advising us of any errors
within 30 days of receiving the confirmation.

SUB-ACCOUNT TRANSFER RESTRICTIONS -- We reserve the right to limit the number of
transfers to 12 per Contract Year, with no transfers occurring on consecutive
Valuation Days. We also have the right to restrict transfers if we believe that
the transfers could have an adverse effect on other Contract Owners. In all
states except New York, Florida, Maryland and Oregon, we may:

- - Require a minimum time period between each transfer,

- - Limit the dollar amount that may be transferred on any one Valuation Day, and

- - Not accept transfer requests from an agent acting under a power of attorney
  for more than one Contract Owner.

We also have a restriction in place that involves individuals who act under a
power of attorney for multiple Contract Owners. If the value of the Contract
Owners' Accounts add up to more than $2 million, we will not accept transfer
instructions from the power of attorney unless the power of attorney has entered
into a Third Party Transfer Services Agreement with us.

Some states may have different restrictions.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   19
- --------------------------------------------------------------------------------

FIXED ACCUMULATION FEATURE TRANSFERS -- During each Contract Year, you may make
transfers out of the Fixed Accumulation Feature to Sub-Accounts. All transfer
allocations must be in whole numbers (e.g., 1%). You may transfer either:

- - 30% of your total amount in the Fixed Accumulation Feature, or

- - An amount equal to the largest previous transfer.
These transfer limits do not include transfers done through Dollar Cost
Averaging or the DCA Plus Program.

If your interest rate renews at a rate at least 1% lower than your prior
interest rate, you may transfer an amount equal to up to 100% of the amount to
be invested at the renewal rate. You must make this transfer request within 60
days of being notified of the renewal rate.

FIXED ACCUMULATION FEATURE TRANSFER RESTRICTIONS -- We reserve the right to
defer transfers from the Fixed Accumulation Feature for up to 6 months from the
date of your request. After any transfer, you must wait six months before moving
Sub-Account Values back to the Fixed Accumulation Feature.


TELEPHONE TRANSFERS -- In most states, you can make transfers by calling us at
(800) 862-6668. Hartford, our agents or our affiliates are not responsible for
losses resulting from telephone requests that we believe are genuine. We will
use reasonable procedures to confirm that telephone instructions are genuine,
including requiring that callers provide certain identification information and
recording all telephone transfer instructions. We reserve the right to suspend,
modify, or terminate telephone transfer privilege at any time.


POWER OF ATTORNEY -- You may authorize another person to make transfers on your
behalf by submitting a completed Power of Attorney form. Once we have the
completed form on file, we will accept transfer instructions, subject to our
transfer restrictions, from your designated third party until we receive new
instructions in writing from you. You will not be able to make transfers or
other changes to your Contract if you have authorized someone else to act under
a Power of Attorney.

CHARGES AND FEES


There are 5 charges and fees associated with the Contract and the Optional Death
Benefit Rider Charge:


1.  THE CONTINGENT DEFERRED SALES CHARGE

The Contingent Deferred Sales Charge covers some of the expenses relating to the
sale and distribution of the Contract, including commissions paid to registered
representatives and the cost of preparing sales literature and other promotional
activities.

We assess a Contingent Deferred Sales Charge when you request a full or partial
Surrender. The percentage of the Contingent Deferred Sales Charge is based on
how long your Premium Payments have been in the Contract. The Contingent
Deferred Sales Charge will not exceed the total amount of the Premium Payments
made. Each Premium Payment has its own Contingent Deferred Sales Charge
schedule. Premium Payments are Surrendered in the order in which they were
received. The longer you leave your Premium Payments in the Contract, the lower
the Contingent Deferred Sales Charge will be when you Surrender.

The Contingent Deferred Sales Charge is a percentage of the amount Surrendered
and is equal to:

<TABLE>
<CAPTION>
     NUMBER OF YEARS FROM      CONTINGENT DEFERRED
       PREMIUM PAYMENT            SALES CHARGE
     <S>                      <C>
     ----------------------------------------------
              1                        6%
     ----------------------------------------------
              2                        6%
     ----------------------------------------------
              3                        5%
     ----------------------------------------------
              4                        5%
     ----------------------------------------------
              5                        4%
     ----------------------------------------------
              6                        3%
     ----------------------------------------------
              7                        2%
     ----------------------------------------------
          8 or more                    0%
         --------------------------------------
</TABLE>

THE FOLLOWING SURRENDERS ARE NOT SUBJECT TO A CONTINGENT DEFERRED SALES CHARGE:

- - ANNUAL WITHDRAWAL AMOUNT -- During the first seven years from each Premium
  Payment, you may, each Contract Year, take partial Surrenders up to 10% of the
  total Premium Payments. If you do not take 10% one year, you may not take more
  than 10% the next year. These amounts are different for group unallocated
  Contracts and Contracts issued to a Charitable Remainder Trust.

- - SURRENDERS MADE FROM PREMIUM PAYMENTS INVESTED FOR MORE THAN SEVEN YEARS --
  After the seventh Contract Year, you may take the total of: (a) all of your
  earnings, and (b) all Premium Payments held in your Contract for more than
  seven years, and (c) 10% of Premium Payments made during the last seven years.

UNDER THE FOLLOWING SITUATIONS, THE CONTINGENT DEFERRED SALES CHARGE IS WAIVED:

- - Upon eligible confinement as described in the Waiver of Sales Charge Rider.
  For Contracts purchased on or after September 29, 1997, we will waive any
  Contingent Deferred Sales Charge applicable to a partial or full Surrender if
  you, the joint owner or the Annuitant, is confined for at least 180 calendar
  days to a: (a) facility recognized as a general hospital by the proper
  authority of the state in which it is located; or (b) facility recognized as a
  general hospital by the Joint Commission on the Accreditation of Hospitals; or
  (c) facility certified as a hospital or long-term care facility; or (d)
  nursing home licensed by the state in which it is located and offers the
  services of a registered nurse 24 hours a day. If you, the joint owner or the
  Annuitant is confined when you purchase the Contract, this waiver is not
  available. For it to apply, you must: (a) have owned the Contract continuously
  since it was issued, (b) provide written proof of confinement satisfactory to
  us, and (c) request the Surrender within 90 calendar days of the
<PAGE>
20                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
  last day of confinement. This waiver may not be available in all states.
  Please contact your Registered Representative or us to determine if it is
  available for you.

- - For Required Minimum Distributions. This allows Annuitants who are age 70 1/2
  or older, with a Contract held under an Individual Retirement Account or
  403(b) plan, to Surrender an amount equal to the Required Minimum Distribution
  for the Contract without a Contingent Deferred Sales Charge. All requests for
  Required Minimum Distributions must be in writing.

- - On or after the Annuitant's 90th birthday.

- - For disabled participants enrolled in a group unallocated, tax qualified
  retirement plan. With our approval and under certain conditions, participants
  who become disabled can receive Surrenders free of Contingent Deferred Sales
  Charge.

THE FOLLOWING SITUATIONS ARE NOT SUBJECT TO A CONTINGENT DEFERRED SALES CHARGE:

- - Upon death of the Annuitant or Contract Owner. No Contingent Deferred Sales
  Charge will be deducted if the Annuitant or Contract Owner dies, unless the
  Contract Owner is not a natural person (e.g. a trust).

- - Upon Annuitization. The Contingent Deferred Sales Charge is not deducted when
  you annuitize the Contract. We will charge a Contingent Deferred Sales Charge
  if the Contract is fully Surrendered during the Contingent Deferred Sales
  Charge period under an Annuity Payout Option which allows Surrenders.

- - Upon cancellation during the Right to Cancel Period

2.  MORTALITY AND EXPENSE RISK CHARGE


For assuming mortality and expense risks under the Contract, we deduct a daily
charge at an annual rate of 1.25% of Sub-Account Value (estimated at .90% for
mortality and .35% for expenses). The mortality and expense risk charge is
broken into charges for mortality risks and for an expense risk:


MORTALITY RISK -- There are two types of mortality risks that we assume, those
made while your Premium Payments are accumulating and those made once Annuity
Payouts have begun

During the period your Premium Payments are accumulating, we are required to
cover any difference between the Death Benefit paid and the Surrender Value.
These differences may occur during periods of declining value or in periods
where the Contingent Deferred Sales Charges would have been applicable. The risk
that we bear during this period is that actual mortality rates, in aggregate,
may exceed expected mortality rates.

Once Annuity Payouts have begun, we may be required to make Annuity Payouts as
long as the Annuitant is living, regardless of how long the Annuitant lives. We
would be required to make these payments if the Payout Option chosen is the Life
Annuity, Life Annuity With Payments for a Period Certain or Joint and Last
Survivor Life Annuity Payout Option. The risk that we bear during this period is
that the actual mortality rates, in aggregate, may be lower than the expected
mortality rates.

EXPENSE RISK -- We also bear an expense risk that the Contingent Deferred Sales
Charges and the Annual Maintenance Fee collected before the Annuity Commencement
Date may not be enough to cover the actual cost of selling, distributing and
administering the Contract.

Although variable Annuity Payouts will fluctuate with the performance of the
underlying Fund selected, your Annuity Payouts will NOT be affected by (a) the
actual mortality experience of our Annuitants, or (b) our actual expenses if
they are greater than the deductions stated in the Contract. Because we cannot
be certain how long our Annuitants will live, we charge this percentage fee
based on the mortality tables currently in use. The mortality and expense risk
charge enables us to keep our commitments and to pay you as planned.

3.  ANNUAL MAINTENANCE FEE

The Annual Maintenance Fee is a flat fee that is deducted from your Contract
Value to reimburse us for expenses relating to the administrative maintenance of
the Contract and the Accounts. The annual $30 charge is deducted on a Contract
Anniversary or when the Contract is fully Surrendered if the Contract Value at
either of those times is less than $50,000. The charge is deducted
proportionately from each Account in which you are invested.

WHEN IS THE ANNUAL MAINTENANCE FEE WAIVED?

We will waive the Annual Maintenance Fee if your Contract Value is $50,000 or
more on your Contract Anniversary or when you fully Surrender your Contract. In
addition, we will waive one Annual Maintenance Fee for Contract Owners who own
more than one Contract with a combined Contract Value between $50,000 and
$100,000. If you have multiple Contracts with a combined Contract Value of
$100,000 or greater, we will waive the Annual Maintenance Fee on all Contracts.
However, we reserve the right to limit the number of waivers to a total of six
Contracts. We also reserve the right to waive the Annual Maintenance Fee under
certain other conditions.

4.  PREMIUM TAXES

We deduct Premium Taxes, if required, by a state or other government agency.
Some states collect the taxes when Premium Payments are made; others collect at
Annuitization. Since we pay Premium Taxes when they are required by applicable
law, we may deduct them from your Contract when we pay the taxes, upon
Surrender, or on the Annuity Commencement Date. The Premium Tax rate varies by
state or municipality. Currently, the maximum rate charged by any state is 3.5%
and 4% in Puerto Rico.

5. CHARGES AGAINST THE FUNDS

The Separate Account purchases shares of the Funds at net asset value. The net
asset value of the Fund reflects investment advisory fees and administrative
expenses already deducted from the assets of the Funds. These charges are
described in the Funds' prospectuses accompanying this prospectus.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   21
- --------------------------------------------------------------------------------


OPTIONAL DEATH BENEFIT RIDER CHARGE:  If you elect the Optional Death Benefit
Rider, we will subtract an additional charge on a daily basis that is equal to
an annual charge of .15% of your Contract Value invested in the Funds.


WE MAY OFFER, IN OUR DISCRETION, REDUCED FEES AND CHARGES INCLUDING, BUT NOT
LIMITED TO CONTINGENT DEFERRED SALES CHARGES, THE MORTALITY AND EXPENSE RISK
CHARGE, AND THE ANNUAL MAINTENANCE FEE, FOR CERTAIN CONTRACTS (INCLUDING
EMPLOYER SPONSORED SAVINGS PLANS) WHICH MAY RESULT IN DECREASED COSTS AND
EXPENSES. REDUCTIONS IN THESE FEES AND CHARGES WILL NOT BE UNFAIRLY
DISCRIMINATORY AGAINST ANY CONTRACT OWNER.

DEATH BENEFIT

WHAT IS THE DEATH BENEFIT AND HOW IS IT CALCULATED?

The Death Benefit is the amount we will pay upon the death of the Contract Owner
or the Annuitant. The Death Benefit is calculated when we receive a certified
death certificate or other legal document acceptable to us.

The calculated Death Benefit will remain invested in the same Accounts,
according to the Contract Owner's last instructions until we receive complete
written settlement instructions from the Beneficiary. Therefore, the Death
Benefit amount will fluctuate with the performance of the underlying Funds. When
there is more than one Beneficiary, we will calculate the Accumulation Units for
each Sub-account and the dollar amount for the Fixed Accumulation Feature for
each Beneficiary's portion of the proceeds.

If death occurs before the Annuity Commencement Date, the Death Benefit is the
greatest of:

- - The Contract Value on the date the death certificate or other legal document
  acceptable to us is received; or

- - 100% of all Premium Payments paid into the Contract minus any partial
  Surrenders; or

- - The Maximum Anniversary Value, which is described below.

The Maximum Anniversary Value is based on a series of calculations on Contract
Anniversaries of Contract Values, Premium Payments and partial Surrenders. We
will calculate an Anniversary Value for each Contract Anniversary prior to the
deceased's 81st birthday or date of death, whichever is earlier. The Anniversary
Value is equal to the Contract Value as of a Contract Anniversary, increased by
the dollar amount of any Premium Payments made since that anniversary and
reduced by the dollar amount of any partial Surrenders since that anniversary.
The Maximum Anniversary Value is equal to the greatest Anniversary Value
attained from this series of calculations.

The Maximum Anniversary Value is only calculated until the earlier of the
Contract Owner or Annuitant's 81st birthday or death.


You may also elect the Optional Death Benefit Rider for an additional fee. The
Optional Death Benefit adds the Interest Accumulation Value to the Death Benefit
calculation.



If you elect the Optional Death Benefit Rider, the Death Benefit prior to the
deceased's date of death or the deceased's 81st birthday, whichever is earlier,
will be the greater of:



- - the total Premium Payments you have made to us minus any amounts you have
  Surrendered;



- - The Contract Value of your annuity, or



- - Your Maximum Anniversary Value



- - The Interest Accumulation Value on the date the Optional Death Benefit Rider
  is added to your contract.



The Interest Accumulation Value prior to the deceased's date of death or 81st
birthday, whichever is earlier is equal to:



- - Your Contract Value on the date the Optional Death Benefit Rider is added;



- - Plus any Premium Payments made after the date the Optional Death Benefit Rider
  is added;



- - Minus any proportional adjustments for any partial Surrenders taken after the
  Optional Death Benefit Rider was added;



- - Compounded daily at an annual rate of 5.0%.



On or after the deceased's 81st birthday or date of death, the Interest
Accumulation Value will not continue to compound, but will be adjusted to add
any Premium Payments or subtract any proportional adjustments for any partial
Surrenders.



The Optional Death Benefit is limited to a maximum of 200% of the Contract Value
on the date the Optional Death Benefit Rider was added, plus 200% of any Premium
Payments made since the addition of the Optional Death Benefit Rider minus any
proportional adjustments for any Surrenders from that date.



If you elect the Optional Death Benefit, we will subtract an additional charge
on a daily basis that is equal to an annual charge of .15% of your Contract
Value invested in the Funds. The Optional Death Benefit Rider may not be
available if the Contract Owner or Annuitant is age 75 or older. The Optional
Death Benefit Rider is not available in Washington.



The Optional Death Benefit Rider may not be available if the Contract owner or
Annuitant is age 75 or older. The Optional Death Benefit Rider is not available
in Washington.



If you purchase your Contract after September 30, 1999, you must elect the
Optional Death Benefit at the time you send us your initial Premium Payment.


HOW IS THE DEATH BENEFIT PAID?

The Death Benefit may be taken in one lump sum or under any of the Annuity
Payout Options then being offered by us. On the date we receive complete
instructions from the Beneficiary, we will compute the Death Benefit amount to
be paid out or applied to a selected Annuity Payout Option. When there is more
than one Beneficiary, we will calculate the Death Benefit amount for each
Beneficiary's portion of the proceeds and then pay it out or apply it to a
selected Annuity Payout Option according to each
<PAGE>
22                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
Beneficiary's instructions. If we receive the complete instructions on a
Non-Valuation Day, computations will take place on the next Valuation Day.

The Beneficiary may elect under the Annuity Payout Option "Death Benefit
Remaining with the Company" to leave proceeds from the Death Benefit with us for
up to five years from the date of the Contract Owner's death if the Contract
Owner died before the Annuity Commencement Date. Once we receive a certified
death certificate or other legal documents acceptable to us, the Beneficiary
can: (a) make Sub-Account transfers and (b) take Surrenders without paying
Contingent Deferred Sales Charges.

REQUIRED DISTRIBUTIONS -- If the Contract Owner dies before the Annuity
Commencement Date, the Death Benefit must be distributed within five years after
death. The Beneficiary can choose any Annuity Payout Option that results in
complete Annuity Payout within five years.

If the Contract Owner dies on or after the Annuity Commencement Date under an
Annuity Payout Option with a Death Benefit, any remaining value must be
distributed at least as rapidly as under the payment method being used as of the
Contract Owner's death.

If the Contract Owner is not an individual (e.g. a trust), then the original
Annuitant will be treated as the Contract Owner in the situations described
above and any change in the original Annuitant will be treated as the death of
the Contract Owner.

WHO WILL RECEIVE THE DEATH BENEFIT?
The distribution of the Death Benefit is based on whether death is before, on or
after the Annuity Commencement Date.

IF DEATH OCCURS BEFORE THE ANNUITY COMMENCEMENT DATE:

<TABLE>
<S>                       <C>                         <C>                         <C>
IF THE DECEASED IS THE .  AND . . .                   AND . . .                   THEN THE . . .
 . .
- ------------------------------------------------------------------------------------------------------------
Contract Owner            There is a surviving joint  The Annuitant is living or  Joint Contract Owner
                          Contract Owner              deceased                    receives the Death
                                                                                  Benefit.
- ------------------------------------------------------------------------------------------------------------
Contract Owner            There is no surviving       The Annuitant is living or  Designated Beneficiary
                          joint Contract Owner        deceased                    receives the Death
                                                                                  Benefit.
- ------------------------------------------------------------------------------------------------------------
Contract Owner            There is no surviving       The Annuitant is living or  Contract Owner's estate
                          joint Contract Owner and    deceased                    receives the Death
                          the Beneficiary                                         Benefit.
                          predeceases the Contract
                          Owner
- ------------------------------------------------------------------------------------------------------------
Annuitant                 The Contract Owner is       There is no named           Death Benefit is paid to
                          living                      Contingent Annuitant        the Contract Owner and not
                                                                                  the designated
                                                                                  Beneficiary.
- ------------------------------------------------------------------------------------------------------------
Annuitant                 The Contract Owner is       The Contingent Annuitant    Contingent Annuitant
                          living                      is living                   becomes the Annuitant, and
                                                                                  the Contract continues.
</TABLE>

IF DEATH OCCURS ON OR AFTER THE ANNUITY COMMENCEMENT DATE:

<TABLE>
<S>                       <C>                                       <C>
IF THE DECEASED IS THE .  AND . . .                                 THEN THE . . .
 . .
- ------------------------------------------------------------------------------------------------------------
Contract Owner            The Annuitant is living                   Designated Beneficiary becomes the
                                                                    Contract Owner
- ------------------------------------------------------------------------------------------------------------
Annuitant                 The Contract Owner is living              Contract Owner receives the Death
                                                                    Benefit.
- ------------------------------------------------------------------------------------------------------------
Annuitant                 The Annuitant is also the Contract Owner  Designated Beneficiary receives the
                                                                    Death Benefit.
</TABLE>

THESE ARE THE MOST COMMON DEATH BENEFIT SCENARIOS, HOWEVER, THERE ARE OTHERS.
SOME OF THE ANNUITY PAYOUT OPTIONS MAY NOT RESULT IN A DEATH BENEFIT PAYOUT. IF
YOU HAVE QUESTIONS ABOUT THESE AND ANY OTHER SCENARIOS, PLEASE CONTACT YOUR
REGISTERED REPRESENTATIVE OR US.

WHAT SHOULD THE BENEFICIARY CONSIDER?

ALTERNATIVES TO THE REQUIRED DISTRIBUTIONS -- The selection of an Annuity Payout
Option and the timing of the selection will have an impact on the tax treatment
of the Death Benefit. To receive favorable tax treatment, the Annuity Payout
Option selected: (a) cannot extend beyond the Beneficiary's life or life
expectancy, and (b) must begin within one year of the date of death.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   23
- --------------------------------------------------------------------------------

If these conditions are not met, the Death Benefit will be treated as a lump sum
payment for tax purposes. This sum will be taxable in the year in which it is
considered received.


SPOUSAL CONTRACT CONTINUATION -- If the Beneficiary is the Contract Owner's
spouse, the Beneficiary may elect to continue the Contract as the contract
owner, receive the death benefit in one lump sum payment or elect an Annuity
Payout Option. If you elect the Optional Death Benefit Rider for an additional
charge and the Contract continues with the spouse as Contract Owner, we will
adjust the Contract Value to the amount that we would have paid as the Death
Benefit, if the Spouse had elected to receive the Death Benefit. This is
available only once for each Contract.


SURRENDERS

WHAT KINDS OF SURRENDERS ARE AVAILABLE?

FULL SURRENDERS BEFORE THE ANNUITY COMMENCEMENT DATE -- When you Surrender your
Contract before the Annuity Commencement Date, the Surrender Value of the
Contract will be made in a lump sum payment. The Surrender Value is the Contract
Value minus any applicable Premium Taxes, Contingent Deferred Sales Charges and
the Annual Maintenance Fee. The Surrender Value may be more or less than the
amount of the Premium Payments made to a Contract.

PARTIAL SURRENDERS BEFORE THE ANNUITY COMMENCEMENT DATE -- You may request a
partial Surrender of Contract Values at any time before the Annuity Commencement
Date. There are two restrictions:

- - The partial Surrender amount must be at least equal to $100, our current
  minimum for partial Surrenders, and

- - The Contract must have a minimum Contract Value of $500 after the Surrender.
  The minimum Contract Value in New York must be $1000 after the Surrender. We
  reserve the right to close your Contract and pay the full Surrender Value if
  the Contract Value is under the minimum after the Surrender. If your Contract
  was issued in Texas, a remaining value of $500 is not required to continue the
  Contract if Premium Payments were made in the last two Contract Years.

FULL SURRENDERS AFTER THE ANNUITY COMMENCEMENT DATE -- You may Surrender your
Contract on or after the Annuity Commencement Date only if you selected the
Payment For a Period Certain Annuity Payout Option. Under this option, we pay
you the Commuted Value of your Contract minus any applicable Contingent Deferred
Sales Charges. The Commuted Value is determined on the day we receive your
written request for Surrender.

PARTIAL SURRENDERS ARE ALLOWED AFTER THE ANNUITY COMMENCEMENT DATE IF YOU ELECT
THE PAYMENTS FOR A DESIGNATED PERIOD ANNUITY PAYOUT OPTION, BUT CHECK WITH YOUR
TAX ADVISOR BECAUSE THERE COULD BE ADVERSE TAX CONSEQUENCES.

HOW DO I REQUEST A SURRENDER?

Requests for full Surrenders must be in writing. Requests for partial Surrenders
can be made in writing or by telephone. We will send your money within seven
days of receiving complete instructions. However, we may postpone payment of
Surrenders whenever: (a) the New York Stock Exchange is closed, (b) trading on
the New York Stock Exchange is restricted by the SEC, (b) the SEC permits and
orders postponement or (c) the SEC determines that an emergency exists to
restrict valuation.

WRITTEN REQUESTS -- To request a full or partial Surrender, complete a Surrender
Form or send us a letter, signed by you, stating:

- - the dollar amount that you want to receive, either before or after we withhold
  taxes and deduct for any applicable charges,

- - your tax withholding amount or percentage, if any, and

- - your mailing address.

If there are joint Contract Owners, both must authorize all Surrenders. For a
partial Surrender, specify the Accounts that you want your Surrender to come
from, otherwise, the Surrender will be taken in proportion to the value in each
Account.

TELEPHONE REQUESTS -- To request a partial Surrender by telephone, we must have
received your completed Telephone Redemption Program Enrollment Form. If there
are joint Contract Owners, both must sign this form. By signing the form, you
authorize us to accept telephone instructions for partial Surrenders from either
Contract Owner. Telephone authorization will remain in effect until we receive a
written cancellation notice from you or your joint Contract Owner, we
discontinue the program, or you are no longer the owner of the Contract. There
are some restrictions on telephone surrenders, please call us with any
questions.

We may record telephone calls and use other procedures to verify information and
confirm that instructions are genuine. We will not be liable for losses or
expenses arising from telephone instructions reasonably believed to be genuine.
WE MAY MODIFY THE REQUIREMENTS FOR TELEPHONE REDEMPTIONS AT ANY TIME.

Telephone Surrender instructions received before the close of the New York Stock
Exchange will be processed on that Valuation Day. Otherwise, your request will
be processed on the next Valuation Day.

COMPLETING A POWER OF ATTORNEY FORM FOR ANOTHER PERSON TO ACT ON YOUR BEHALF MAY
PREVENT YOU FROM MAKING SURRENDERS VIA TELEPHONE.

WHAT SHOULD BE CONSIDERED ABOUT TAXES?

There are certain tax consequences associated with Surrenders:

PRIOR TO AGE 59 1/2 -- If you make a Surrender prior to age 59 1/2, there may be
adverse tax consequences including a 10% federal income tax penalty on the
taxable portion of the Surrender payment. Surrendering before age 59 1/2 may
also affect the continuing tax-qualified status of some Contracts.
<PAGE>
24                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

WE DO NOT MONITOR SURRENDER REQUESTS. TO DETERMINE WHETHER A SURRENDER IS
PERMISSIBLE, WITH OR WITHOUT FEDERAL INCOME TAX PENALTY, PLEASE CONSULT YOUR
PERSONAL TAX ADVISER.

MORE THAN ONE CONTRACT ISSUED IN THE SAME CALENDAR YEAR:

If you own more than one contract issued by us or our affiliates in the same
calendar year, then these contracts may be treated as one contract for the
purpose of determining the taxation of distributions prior to the Annuity
Commencement Date. Please consult your tax adviser for additional information.

INTERNAL REVENUE CODE SECTION 403(B) ANNUITIES -- As of December 31, 1988, all
section 403(b) annuities have limits on full and partial Surrenders.
Contributions to your Contract made after December 31, 1988 and any increases in
cash value after December 31, 1988 may not be distributed unless you are: (a)
age 59 1/2, (b) no longer employed, (c) deceased, (d) disabled, or (e)
experiencing a financial hardship (cash value increases may not be distributed
for hardships prior to age 59 1/2). Distributions prior to age 59 1/2 due to
financial hardship; unemployment or retirement may still be subject to a penalty
tax of 10%.

We encourage you to consult with your tax adviser before making any Surrenders.
Please see the "Federal Tax Considerations" section for more information.

ANNUITY PAYOUTS
- --------------------------------------------------------------------------------

THIS SECTION DESCRIBES WHAT HAPPENS WHEN WE BEGIN TO MAKE REGULAR ANNUITY
PAYOUTS FROM YOUR CONTRACT. YOU, AS THE CONTRACT OWNER, SHOULD ANSWER FIVE
QUESTIONS:

1.  When do you want Annuity Payouts to begin?

2.  Which Annuity Payout Option do you want to use?

3.  How often do you want to receive Annuity Payouts?

4.  What is the Assumed Investment Rate?

5.  Do you want fixed dollar amount or variable dollar amount Annuity Payouts?

Please check with your financial advisor to select the Annuity Payout Option
that best meets your income needs.

1.  WHEN DO YOU WANT ANNUITY PAYOUTS TO BEGIN?

You select an Annuity Commencement Date when you purchase your Contract or at
any time before you begin receiving Annuity Payouts. You may change the Annuity
Commencement Date by notifying us within thirty days prior to the date. The
Annuity Commencement Date cannot be deferred beyond the 15th day of the month of
the Annuitant's 90th birthday. If this Contract is issued to the trustee of a
Charitable Remainder Trust, the Annuity Commencement Date may be deferred to the
Annuitant's 100th birthday.

The Annuity Calculation Date is when the amount of your Annuity Payout is
determined. This occurs within five Valuation Days before your selected Annuity
Commencement Date.

All Annuity Payouts, regardless of frequency, will occur on the same day of the
month as the Annuity Commencement Date. After the initial payout, if an Annuity
Payout date falls on a Non-Valuation Day, the Annuity Payout is computed on the
prior Valuation Day. If the Annuity Payout date does not occur in a given month
due to a leap year or months with only 28 days (i.e. the 31st), the Annuity
Payout will be computed on the last Valuation Day of the month.

2.  WHICH ANNUITY PAYOUT OPTION DO YOU WANT TO USE?

Your Contract contains the Annuity Payout Options described below. The Annuity
Proceeds Settlement Option is an option that can be elected by the Beneficiary
after the death of the Contract Owner and is described in the "Death Benefit"
section. We may at times offer other Annuity Payout Options.

OPTION 1 -- LIFE ANNUITY

We make Annuity Payouts as long as the Annuitant is living. When the Annuitant
dies, we stop making Annuity Payouts. A Payee would receive only one Annuity
Payout if the Annuitant dies after the first payout, two Annuity Payouts if the
Annuitant dies after the second payout, and so forth.

OPTION 2 -- LIFE ANNUITY WITH 120, 180 OR 240 MONTHLY PAYMENTS CERTAIN

We make monthly Annuity Payouts during the lifetime of the Annuitant but Annuity
Payouts are at least guaranteed for a minimum of 120, 180 or 240 months, as you
elect. If, at the death of the Annuitant, Annuity Payouts have been made for
less than the minimum elected number of months, then the Commuted Value as of
the date of the Annuitant's death will be paid in one sum to the Beneficiary.

OPTION 3 -- JOINT AND LAST SURVIVOR LIFE ANNUITY

We will make Annuity Payouts as long as the Annuitant and Joint Annuitant are
living. When one Annuitant dies, we continue to make Annuity Payouts to the
other Annuitant until that second Annuitant dies. When choosing this option, you
must decide what will happen to the Annuity Payouts; either fixed or variable,
after the first Annuitant dies. You must select Annuity Payouts that:

- - Remain the same at 100%, or

- - Decrease to 66.67%, or

- - Decrease to 50%.

For variable Annuity Payouts, these percentages represent Annuity Units; for
fixed Annuity Payouts, they represent actual dollar amounts. The percentage will
also impact the Annuity Payout amount we pay while both Annuitants are living.
If you pick a lower percentage, your original Annuity Payouts will be higher
while both Annuitants are alive.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   25
- --------------------------------------------------------------------------------

OPTION 4 -- PAYMENTS FOR A DESIGNATED PERIOD

We will make Annuity Payouts for the number of years that you select. You can
select between 5 years and 30 years.

IMPORTANT INFORMATION:

- - YOU CANNOT SURRENDER YOUR CONTRACT ONCE ANNUITY PAYOUTS BEGIN, UNLESS YOU HAVE
  SELECTED THE PAYMENTS FOR A DESIGNATED PERIOD ANNUITY PAYOUT OPTION. A
  CONTINGENT DEFERRED SALES CHARGE MAY BE DEDUCTED.

- - For Non-Qualified Contracts, if you do not elect an Annuity Payout Option,
  fixed Annuity Payouts will automatically begin on the Annuity Commencement
  Date under the Life Annuity with 120,180 or 240 Monthly Payments Certain
  Annuity Payout Option with payouts for 120 months.

- - For Qualified Contracts and Contracts issued in Texas, if you do not elect an
  Annuity Payout Option, fixed Annuity Payouts will begin automatically on the
  Annuity Commencement Date, under the Annuity Payout Option 1 -- Life Annuity.

3.  HOW OFTEN DO YOU WANT THE PAYEE TO RECEIVE ANNUITY PAYOUTS?

In addition to selecting an Annuity Commencement Date and an Annuity Payout
Option, you must also decide how often you want the Payee to receive Annuity
Payouts. You may choose to receive Annuity Payouts:

- - monthly,

- - quarterly,

- - semi-annually, or

- - annually.


Once you select a frequency, it cannot be changed. If you do not make a
selection, the Payee will receive monthly Annuity Payouts. You must select a
frequency that results in an Annuity Payout of at least $50. If the amount falls
below $50, we have the right to change the frequency to bring the Annuity Payout
up to at least $50.


4.  WHAT IS THE ASSUMED INVESTMENT RETURN?

The Assumed Investment Return is the investment return used to calculate
variable Annuity Payouts. The Assumed Investment Return for your Annuity is 5%.
The first Annuity Payout will be based upon a 5% Assumed Investment Return. The
remaining Annuity Payouts will fluctuate based on the actual investment results
of the Sub-Accounts.

5.  DO YOU WANT ANNUITY PAYOUTS TO BE FIXED-DOLLAR AMOUNT OR VARIABLE-DOLLAR
    AMOUNT?

You may choose an Annuity Payout Option with fixed-dollar amounts or
variable-dollar amounts, depending on your income needs.

FIXED-DOLLAR AMOUNT ANNUITY PAYOUTS -- Once a fixed-dollar amount Annuity Payout
begins, you cannot change your selection to receive variable-dollar amount
Annuity Payout. You will receive equal fixed-dollar amount Annuity Payouts
throughout the Annuity Payout period. Fixed-dollar amount Annuity Payout amounts
are determined by multiplying the Contract Value, minus any applicable Premium
Taxes, by an Annuity rate. The annuity rate is set by us and is not less than
the rate specified in the Fixed Payment Annuity tables in your Contract.

VARIABLE-DOLLAR AMOUNT ANNUITY PAYOUTS -- A variable-dollar amount Annuity
Payout is based on the investment performance of the Sub-Accounts. The
variable-dollar amount Annuity Payouts may fluctuate with the performance of the
underlying Funds. To begin making variable-dollar amount Annuity Payouts, we
convert the first Annuity Payout amount to a set number of Annuity Units and
then price those units to determine the Annuity Payout amount. The number of
Annuity Units that determines the Annuity Payout amount remains fixed unless you
transfer units between Sub-Accounts.

The dollar amount of the first variable Annuity Payout depends on:

- - the Annuity Payout Option chosen,

- - the Annuitant's attained age and gender (if applicable), and,

- - the applicable annuity purchase rates based on the 1983a Individual Annuity
  Mortality table

- - the Assumed Investment Return

The total amount of the first variable-dollar amount Annuity Payout is
determined by dividing the Contract Value minus any applicable Premium Taxes, by
$1,000 and multiplying the result by the payment factor defined in the Contract
for the selected Annuity Payout Option.

The dollar amount of each subsequent variable-dollar amount Annuity Payout is
equal to the total of:

Annuity Units for each Sub-Account multiplied by Annuity Unit Value of each
Sub-Account.

The Annuity Unit Value of each Sub-Account for any Valuation Period is equal to
the Accumulation Unit Value Net Investment Factor for the current Valuation
Period multiplied by the Annuity Unit factor, multiplied by the Annuity Unit
Value for the preceding Valuation Period.

TRANSFER OF ANNUITY UNITS -- After the Annuity Calculation Date, you may
transfer dollar amounts of Annuity Units from one Sub-Account to another. On the
day you make a transfer, the dollar amounts are equal for both Sub-Accounts and
the number of Annuity Units will be different. We will transfer the dollar
amount of your Annuity Units the day we receive your written request if received
before the close of the New York Stock Exchange. Otherwise, the transfer will be
made on the next Valuation Day.
<PAGE>
26                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

OTHER PROGRAMS AVAILABLE

INVESTEASE-REGISTERED TRADEMARK- PROGRAM -- InvestEase is an electronic transfer
program that allows you to have money automatically transferred from your
checking or savings account, and invested in your Contract. It is available for
Premium Payments made after your initial Premium Payment. The minimum amount for
each transfer is $50. You can elect to have transfers occur either monthly or
quarterly, and they can be made into any Account available in your Contract.

AUTOMATIC INCOME PROGRAM -- The Automatic Income Program allows you to Surrender
up to 10% of your total Premium Payments each Contract Year. We can Surrender
from the Accounts you select systematically on a monthly, quarterly, semiannual,
or annual basis. The Automatic Income Program may change based on your
instructions after your seventh Contract Year.

ASSET ALLOCATION PROGRAM -- Asset Allocation is a program that allows you to
choose an allocation for your Sub-Accounts to help you reach your investment
goals. Some Contracts offer model allocations with pre-selected Sub-Accounts and
percentages that have been established for each type of investor -- ranging from
conservative to aggressive. Over time, Sub-Account performance may cause your
Contract's allocation percentages to change, but under the Asset Allocation
Program, your Sub-Account allocations are rebalanced to the percentages in the
current model you have chosen. You can transfer freely between allocation models
up to twelve times per year. You can also allocate a portion of your investment
to Sub-Accounts that may not be part of the model. You can only participate in
one asset allocation model at a time.

ASSET REBALANCING -- Asset Rebalancing is another type of asset allocation
program in which you customize your Sub-Accounts to meet your investment needs.
You select the Sub-Accounts and the percentages you want allocated to each
Sub-Account. Based on the frequency you select, your model will automatically
rebalance to the original percentages chosen. You can transfer freely between
models up to twelve times per year. You can also allocate a portion of your
investment to Sub-Accounts that are not part of the model. You can only
participate in one asset rebalancing model at a time.

OTHER INFORMATION
- --------------------------------------------------------------------------------

ASSIGNMENT -- Ownership of this Contract is generally assignable. However, if
the Contract is issued to a tax qualified retirement plan, it is possible that
the ownership of the Contract may not be transferred or assigned. An assignment
of a Non-Qualified Contract may subject the Contract Values or Surrender Value
to income taxes and certain penalty taxes.

CONTRACT MODIFICATION -- The Annuitant may not be changed. However, if the
Annuitant is still living, the Contingent Annuitant may be changed at any time
prior to the Annuity Commencement Date by sending us written notice. We may
modify the Contract, but no modification will effect the amount or term of any
Contract unless a modification is required to conform the Contract to applicable
Federal or State law. No modification will effect the method by which Contract
Values are determined.

HOW CONTRACTS ARE SOLD -- Hartford Securities Distribution Company, Inc. ("HSD")
serves as Principal Underwriter for the securities issued with respect to the
Separate Account. HSD is registered with the Securities and Exchange Commission
under the Securities Exchange Act of 1934 as a Broker-Dealer and is a member of
the National Association of Securities Dealers, Inc. HSD is an affiliate of
ours. Both HSD and Hartford are ultimately controlled by The Hartford Financial
Services Group, Inc. The principal business address of HSD is the same as ours.
The securities will be sold by individuals who represent us as insurance agents
and who are registered representatives of Broker-Dealers that have entered into
distribution agreements with HSD.

Commissions will be paid by Hartford and will not be more than 6% of Premium
Payments. From time to time, Hartford may pay or permit other promotional
incentives, in cash or credit or other compensation.

Broker-dealers or financial institutions are compensated according to a schedule
set forth by HSD and any applicable rules or regulations for variable insurance
compensation. Compensation is generally based on Premium Payments made by
policyholders or Contract Owners. This compensation is usually paid from the
sales charges described in this Prospectus.

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

The Contract may be sold directly to certain individuals under certain
circumstances that do not involve payment of any sales compensation to a
registered representative. In such case, Hartford will credit the Contract with
an additional 5.0% of the Premium Payment. This additional percentage of Premium
Payment in no way affects present or future charges, rights, benefits or current
values of other Contract Owners. The following class of individuals are eligible
for this feature: (1) current or retired
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   27
- --------------------------------------------------------------------------------
officers, directors, trustees and employees (and their families) of the ultimate
parent and affiliates of Hartford; and (2) employees and registered
representatives (and their families) of registered broker-dealers (or their
financial institutions) that have a sales agreement with Hartford and its
principal underwriter to sell the Contracts.


YEAR 2000



IN GENERAL -- The Year 2000 issue relates to the ability or inability of
computer hardware, software and other information technology (IT) systems, as
well as non-IT systems, such as equipment and machinery with imbedded chips and
microprocessors, 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 IT and non-IT systems that are in use today were
developed years ago when a year was identified using a two-digit date field
rather than a four-digit date field. As information and data containing or
related to the century date are introduced to date sensitive systems, these
systems may recognize the year 2000 as "1900", or not at all, which may result
in systems processing information incorrectly. This, in turn, may significantly
and adversely affect the integrity and reliability of information databases of
IT systems, may cause the malfunctioning of certain non-IT systems, 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, distributors and others, may also adversely
affect any given company.



The integrity and reliability of Hartford's IT systems, as well as the
reliability of its non-IT systems, are integral aspects of Hartford's business.
Hartford issues insurance policies, annuities, mutual funds and other financial
products to individual and business customers, nearly all of which contain date
sensitive data, such as policy expiration dates, birth dates and premium payment
dates. In addition, various IT systems support communications and other systems
that integrate Hartford's various business segments and field offices. Hartford
also has business relationships with numerous third parties that affect
virtually all aspects of Hartford's business, including, without limitation,
suppliers, computer hardware and software vendors, insurance agents and brokers,
securities broker-dealers and other distributors of financial products, many of
which provide date sensitive data to Hartford, and whose operations are
important to Hartford's business.



INTERNAL YEAR 2000 EFFORTS AND TIMETABLE -- Beginning in 1990, Hartford began
working on making its IT systems Year 2000 ready, either through installing new
programs or replacing systems. Since January 1998, Hartford's Year 2000 efforts
have focused on the remaining Year 2000 issues related to IT and non-IT systems
in all of Hartford's business segments. These Year 2000 efforts include the
following five main initiatives: (1) identifying and assessing Year 2000 issues;
(2) taking actions to remediate IT and non-IT systems so that they are Year 2000
ready; (3) testing IT and non-IT systems for Year 2000 readiness; (4) deploying
such remediated and tested systems back into their respective production
environments; and (5) conducting internal and external integrated testing of
such systems. As of December 31, 1998, Hartford substantially completed
initiatives (1) through (4) of its internal Year 2000 efforts. Hartford is
currently performing initiative (5) and management currently anticipates that
such activity will continue into the fourth quarter of 1999.



THIRD PARTY YEAR 2000 EFFORTS AND TIMETABLE -- Hartford's Year 2000 efforts
include assessing the potential impact on Hartford of third parties' Year 2000
readiness. Hartford's third party Year 2000 efforts include the following three
main initiatives: (1) identifying third parties which have significant business
relationships with Hartford, including, without limitation, insurance agents,
brokers, third party administrators, banks and other distributors and servicers
of financial products, and inquiring of such third parties regarding their Year
2000 readiness; (2) evaluating such third parties' responses to Hartford's
inquiries; and (3) based on the evaluation of third party responses (or a third
party's failure to respond) and the significance of the business relationship,
conducting additional activities with respect to third parties as determined to
be necessary in each case. These activities may include conducting additional
inquiries, more in-depth evaluations of Year 2000 readiness and plans, and
integrated IT systems testing. Hartford has substantially completed third party
initiatives (1) and (2). Hartford is currently conducting the additional
activities described in initiative (3) and management currently anticipates that
it will continue to do so through the end of 1999. However, notwithstanding
these third party Year 2000 efforts, 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 adequately address their Year 2000 issues.



YEAR 2000 COSTS -- The after-tax costs of Hartford's Year 2000 program that were
incurred prior to the year ended December 31, 1998 were not material to
Hartford's financial condition or results of operations. For the year ended
December 31, 1998, the after-tax costs were approximately $4 million. Management
currently estimates that after-tax costs related to the Year 2000 program to be
incurred in 1999 will be less than $10 million. These costs are being expensed
as incurred.



RISKS AND CONTINGENCY PLANS -- If significant Year 2000 problems arise,
including problems arising with third parties, failures of IT and non-IT systems
could occur, which in turn could result in substantial interruptions in
Hartford's business. In addition, Hartford's investing activities are an
important aspect of its business and Hartford may be exposed to the risk that
issuers of investments held by it will be adversely impacted by Year 2000
issues. Given the uncertain nature of Year 2000 problems that may arise,
especially those related to the readiness of third parties discussed above,
management cannot determine at this time whether the consequences of Year 2000
related problems that could arise will have a material impact on Hartford's
financial condition or results of operations.

<PAGE>
28                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
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Hartford has substantially completed the development of certain contingency
plans so that if, despite its Year 2000 efforts, Year 2000 problems ultimately
arise, the impact of such problems may be avoided or minimized. The contingency
planning process involved identifying reasonably likely business disruption
scenarios that, if they were to occur, could create significant problems in
critical functions of Hartford. Hartford has developed plans to respond to such
problems so that critical business functions may continue to operate with
minimal disruption. Contingency planning also included assessing the dependency
of business functions on critical third parties and their Year 2000 readiness.
These plans will then be reviewed and tested on an integrated basis for the
remainder of the year. Furthermore, in many contexts, Year 2000 issues are
dynamic, and ongoing assessments of business functions, vulnerabilities and
risks must be made. As such, new contingency plans may be needed in the future
and/or existing plans may need to be modified as circumstances warrant.


LEGAL MATTERS AND EXPERTS

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

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

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

MORE INFORMATION

You may call your Representative if you have any questions or write or call us
at the address below:

 Hartford Life and Annuity Insurance Company
 Attn: Individual Annuity Services
 P.O. Box 5085
 Hartford, Connecticut 06102-5085
 Telephone: (800) 862-6668 (Contract Owners)
          (800) 862-7155 (Registered Representatives)

FEDERAL TAX CONSIDERATIONS
- --------------------------------------------------------------------------------

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

A.  GENERAL

Since federal tax law is complex, the tax consequences of purchasing this
contract will vary depending on your situation. You may need tax or legal advice
to help you determine whether purchasing this contract is right for you.

Our general discussion of the tax treatment of this contract is based on our
understanding of federal income tax laws as they are currently interpreted. A
detailed description of all federal income tax consequences regarding the
purchase of this contract cannot be made in the prospectus. We also do not
discuss state, municipal or other tax laws that may apply to this contract. For
detailed information, you should consult with a qualified tax adviser familiar
with your situation.

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"). 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.

Code Section 72 contains provisions for contract owners which are not natural
persons. Non-natural persons include corporations, trusts, limited liability
companies, partnerships and other types of legal entities. The tax rules for
contracts owned by non-natural persons are different from the rules for
contracts owned by individuals. For example, the annual net increase in the
value of the contract is currently includible 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:

- - certain annuities held by structured settlement companies,
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   29
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- - certain annuities held by an employer with respect to a terminated qualified
  retirement plan and

- - 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 a non-natural person, the primary annuitant is treated
as the contract owner in applying mandatory distribution rules. These rules
require that certain distributions be made upon the death of the contract owner.
A change in the primary annuitant is also treated as the death of the contract
owner.

 2. OTHER CONTRACT OWNERS (NATURAL PERSONS).

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

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

    A. DISTRIBUTIONS PRIOR TO THE ANNUITY COMMENCEMENT DATE.

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

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

 iii. Any amount received or deemed received prior to the Annuity Commencement
      Date (e.g., upon a partial surrender) is deemed to come first from any
      such "income on the contract" and then from "investment in the contract,"
      and for these purposes such "income on the contract" shall be computed by
      reference to any aggregation rule in subparagraph 2.c. below. As a result,
      any such amount received or deemed received (1) shall be includable in
      gross income to the extent that such amount does not exceed any such
      "income on the contract," and (2) shall not be includable in gross income
      to the extent that such amount does exceed any such "income on the
      contract." If at the time that any amount is received or deemed received
      there is no "income on the contract" (e.g., because the 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.
<PAGE>
30                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
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    D. 10% PENALTY TAX -- APPLICABLE TO CERTAIN WITHDRAWALS AND ANNUITY
       PAYMENTS.

  i. If any amount is received or deemed received on the Contract (before or
     after the Annuity Commencement Date), the Code applies a penalty tax equal
     to ten percent of the portion of the amount includable in gross income,
     unless an exception applies.

 ii. The 10% penalty tax will not apply to the following distributions
     (exceptions vary based upon the precise plan involved):

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

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

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

    4.  A distribution that is part of a scheduled series of substantially equal
        periodic payments (not less frequently than annually) for the life (or
        life expectancy) of the recipient (or the joint lives or life
        expectancies of the recipient and the recipient's designated
        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
     must be made 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. This spousal continuation
      shall apply only once for this contract.

 3. DIVERSIFICATION REQUIREMENTS.

The Code requires that investments supporting your contract be adequately
diversified. Code Section 817 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.
If a contract is not treated as an annuity contract, the contract owner will be
subject to income tax on annual increases in cash value.

The Treasury Department's diversification regulations 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.
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HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   31
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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 the
case of government securities, each government agency or instrumentality is
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 still 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.

We monitor the diversification of investments in the separate accounts and test
for diversification as required by the Code. We intend 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 separate accounts supporting the contract must be considered to be owned by
the insurance company and not by the contract owner. It is unclear under what
circumstances an investor is considered to have enough control over the assets
in the separate account to be considered the owner of the assets for tax
purposes.

The IRS has issued several rulings discussing investor control. These rulings
say 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.

In its explanation of the diversification regulations, the Treasury Department
recognized 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, guidance has
yet to be issued. We do not know if additional guidance will be issued. If
guidance is issued, we do not know if it will have a retroactive effect.

Due to the lack of specific guidance on investor control, there is some
uncertainty about when a contract owner is considered the owner of the assets
for tax purposes. We reserve the right to modify the contract, as necessary, to
prevent you from being considered the owner of assets in the separate account.

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 there is no election to waive withholding, 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 for information relative to the types of plans
for which it may be used and the general explanation of the tax features of such
plans.

F.  ANNUITY PURCHASES BY NONRESIDENT ALIENS AND FOREIGN CORPORATIONS

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

This summary does not attempt to provide more than general information about the
federal income tax rules associated with use of a Contract by a tax-qualified
retirement plan. Because of the complexity of the federal tax rules, owners,
participants and beneficiaries are encouraged to consult their own tax advisors
as to specific tax consequences.

The federal tax rules applicable to owners of Contracts under tax-qualified
retirement plans vary according to the type of plan as well as the terms and
conditions of the plan itself. Contract owners, plan participants and
beneficiaries are cautioned that the rights and benefits of any person may be
controlled by the terms and conditions of the tax-qualified retirement plan
itself, regardless of the terms and conditions of a Contract. We are not bound
by the terms and conditions of such plans to the extent such terms conflict with
a Contract, unless we specifically consent to be bound.

Some tax-qualified retirement plans are subject to distribution and other
requirements that are not incorporated into our administrative procedures.
Contract owners, participants and beneficiaries are responsible for determining
that contributions, distributions and other transactions comply with applicable
law. Tax penalties may apply to transactions with respect to tax-qualified
retirement plans if applicable federal income tax rules and restrictions are not
carefully observed.

We do not currently offer the Contracts in connection with all of the types of
tax-qualified retirement plans discussed below and may not offer the Contracts
for all types of tax-qualified retirement plans in the future.

1. TAX-QUALIFIED PENSION OR PROFIT-SHARING PLANS -- Eligible employers can
establish certain tax-qualified pension and profit-sharing plans under section
401 of the Code. Rules under section 401(k) of the Code govern certain "cash or
deferred arrangements" under such plans. Rules under section 408(k) govern
"simplified employee pensions". Tax-qualified pension and profit-sharing 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 the Contracts in connection with tax-
qualified pension or profit-sharing plans should seek competent tax and other
legal advice.

2. TAX SHELTERED ANNUITIES UNDER SECTION 403(B) -- Public schools and certain
types of charitable, educational and scientific organizations, as specified in
section 501(c)(3) of the Code, can purchase tax-sheltered annuity contracts for
their employees. Tax-deferred contributions can be made to tax-sheltered annuity
contracts under section 403(b) of the Code, subject to certain limitations.
Generally, such contributions may not exceed the lesser of $10,000 (indexed) or
20% of the 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:

- - after the participating employee attains age 59 1/2;

- - upon separation from service;

- - upon death or disability; or

- - 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.

3. DEFERRED COMPENSATION PLANS UNDER SECTION 457 -- A governmental employer or a
tax-exempt employer other than a governmental unit can establish a Deferred
Compensation Plan under section 457 of the Code. For these purposes, a
"governmental employer" is a State, a political subdivision of a State, or an
agency or an instrumentality of a State or political subdivision of a State.
Employees and independent contractors performing services for a governmental or
tax-exempt employer can elect to have contributions made to a Deferred
Compensation Plan of their employer in accordance with the employer's plan and
section 457 of the Code.

Deferred Compensation Plans that meet the requirements of section 457(b) of the
Code are called "eligible" Deferred Compensation Plans. Section 457(b) limits
the amount of contributions that can be made to an eligible Deferred
Compensation Plan on behalf of a participant. Generally, the limitation on
contributions is 33 1/3% of a participant's includable compensation (typically
25% of gross compensation) or, for 1999, $8,000 (indexed), whichever is less.
The plan may provide for additional "catch-up" contributions during the three
taxable years ending before the year in which the participant attains normal
retirement age.

All of the assets and income of an eligible Deferred Compensation Plan
established by a governmental employer after August 20, 1996, must be held in
trust for the exclusive benefit of participants and their beneficiaries. For
this purpose, custodial accounts and certain annuity contracts are treated as
trusts. Eligible Deferred Compensation Plans that were in existence on August
20, 1996 may be amended to satisfy the trust and exclusive benefit requirements
any time prior to January 1, 1999, and must be amended not later than that date
to continue to receive favorable tax treatment. The requirement of a trust does
not apply to amounts under a Deferred Compensation Plan of a tax-
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   33
- --------------------------------------------------------------------------------
exempt (non-governmental) employer. In addition, the requirement of a trust does
not apply to amounts under a Deferred Compensation Plan of a governmental
employer if the Deferred Compensation Plan is not an eligible plan within the
meaning of section 457(b) of the Code. In the absence of such a trust, amounts
under the plan will be subject to the claims of the 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 as defined in the Code.

Under present federal tax law, amounts accumulated in a Deferred Compensation
Plan under section 457 of the Code cannot be transferred or rolled over on a
tax-deferred basis except for certain transfers to other Deferred Compensation
Plans under section 457 in limited cases.

4.  INDIVIDUAL RETIREMENT ANNUITIES ("IRAS") UNDER SECTION 408

TRADITIONAL IRAS -- Eligible individuals can establish individual retirement
programs under section 408 of the Code through the purchase of an IRA. Section
408 imposes limits with respect to IRAs, including limits on the amount that may
be contributed to an IRA, the amount of such contributions that may be deducted
from taxable income, the persons who may be eligible to contribute to an IRA,
and the time when distributions commence from an IRA. Distributions from certain
tax-qualified retirement plans may be "rolled-over" to an IRA on a tax-deferred
basis.

SIMPLE IRAS -- Eligible employees may establish SIMPLE IRAs in connection with a
SIMPLE IRA plan of an employer under section 408(p) of the Code. 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 Traditional IRA only after two years have expired since the employee first
commenced participation in the employer's SIMPLE IRA plan. Amounts cannot be
rolled over to a SIMPLE IRA from a qualified plan or a Traditional IRA. Hartford
is a non-designated financial institution for purposes of the SIMPLE IRA rules.

ROTH IRAS -- Eligible individuals may establish Roth IRAs under section 408A of
the Code. Contributions to a Roth IRA are not deductible. Subject to special
limitations, a Traditional IRA may be converted into a Roth IRA or a
distribution from a Traditional IRA may be rolled over to a Roth IRA. However, a
conversion or a rollover from a Traditional 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.

5. FEDERAL TAX PENALTIES AND WITHHOLDING -- Distributions from tax-qualified
retirement plans are generally taxed as ordinary income 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 that bears the
same ratio as the after-tax contributions bear to the expected return.

 (A) PENALTY TAX ON EARLY DISTRIBUTIONS  Section 72(t) of the Code imposes an
     additional penalty tax equal to 10% of the taxable portion of a
     distribution from certain tax-qualified retirement plans. However, the 10%
     penalty tax does not apply to a distributions that is:

- - Made on or after the date on which the employee reaches age 59 1/2;

- - Made to a beneficiary (or to the estate of the employee) on or after the death
  of the employee;

- - Attributable to the employee's becoming disabled (as defined in the Code);

- - Part of a series of substantially equal periodic payments (not less frequently
  than annually) made for the life (or life expectancy) of the employee or the
  joint lives (or joint life expectancies) of the employee and his or her
  designated beneficiary;

- - Except in the case of an IRA, made to an employee after separation from
  service after reaching age 55; or

- - Not greater than the amount allowable as a deduction to the employee for
  eligible medical expenses during the taxable year.

In addition, the 10% penalty tax does not apply to a distribution from an IRA
that is:

- - Made after separation from employment to an unemployed IRA owner for health
  insurance premiums, if certain conditions are met;

- - Not in excess of the amount of certain qualifying higher education expenses,
  as defined by section 72(t)(7) of the Code; or

A qualified first-time homebuyer distribution meeting the requirements specified
at 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 is increased to 25% with respect to non-exempt early 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.

 (B) MINIMUM DISTRIBUTION PENALTY TAX  If the amount distributed is less than
     the minimum required distribution for the year, the Participant is subject
     to a 50% penalty 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
<PAGE>
34                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
the Required Beginning Date. Generally, the Required Beginning Date is April 1
of the calendar year following the later of:

- - the calendar year in which the individual attains age 70 1/2; or

- - the calendar year in which the individual retires from service with the
  employer sponsoring the plan.

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:

- - the life of the Participant or the lives of the Participant and the
  Participant's designated beneficiary, or

- - over a period not extending beyond the life expectancy of the Participant or
  the joint life expectancy of the Participant and the Participant's 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 and distribution is over the life
of such 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.

 (C) WITHHOLDING  In general, regular wage withholding rules apply to
     distributions from IRAs and plans described in section 457 of the Code.
     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.

Mandatory federal income tax withholding at a flat rate of 20% will generally
apply to other distributions from such other tax-qualified retirement plans
unless such distributions are:

- - the non-taxable portion of the distribution;

- - required minimum distributions; or

- - direct transfer distributions.

Direct transfer distributions are direct payments to an IRA or to another
eligible retirement plan under Code section 401(a)(31).

Certain states require withholding of state taxes when federal income tax is
withheld.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   35
- --------------------------------------------------------------------------------

TABLE OF CONTENTS TO STATEMENT OF ADDITIONAL INFORMATION

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

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

                     SECTION 403(b)(11) ACKNOWLEDGMENT FORM

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

a. Attained age 59 1/2,

b. Separated from service,

c. Died, or

d. Become disabled.

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

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

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

Please complete the following and return to:

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

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

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

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

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

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

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

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

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

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

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

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




                                     PART B

<PAGE>

                      STATEMENT OF ADDITIONAL INFORMATION

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


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

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






Date of Prospectus:  October 1, 1999

Date of Statement of Additional Information:  October 1, 1999






33-73568

<PAGE>
                                       -2-


                                TABLE OF CONTENTS


SECTION                                                                    PAGE
- -------                                                                    ----

DESCRIPTION OF HARTFORD LIFE AND ANNUITY INSURANCE
  COMPANY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3

SAFEKEEPING OF ASSETS  . . . . . . . . . . . . . . . . . . . . . . . . . .   3

INDEPENDENT PUBLIC ACCOUNTANTS . . . . . . . . . . . . . . . . . . . . . .   3

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

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

PERFORMANCE COMPARISONS. . . . . . . . . . . . . . . . . . . . . . . . . .   9

FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . .

<PAGE>
                                      -3-


           DESCRIPTION OF HARTFORD LIFE AND ANNUITY INSURANCE COMPANY

Hartford Life and Annuity Insurance Company is a stock life insurance company
engaged in the business of writing life insurance and annuities, both
individual and group, in all states of the United States, the District of
Columbia and Puerto Rico, except New York.  On January 1, 1998, Hartford's
name changed from ITT Hartford Life and Annuity Insurance Company to Hartford
Life and Annuity Insurance Company.  We were originally incorporated under
the laws of Wisconsin on January 9, 1956, and subsequently redomiciled to
Connecticut.  Our offices are located in Simsbury, Connecticut; however, our
mailing address is P.O. Box 2999, Hartford, CT  06104-2999. We are ultimately
controlled by The Hartford Financial Services Group, Inc., one of the largest
financial service providers in the United States.

                                  HARTFORD'S RATINGS


<TABLE>
<CAPTION>
                              Effective
    Rating Agency           Date of Rating   Rating      Basis of Rating
    -------------           --------------   ------      ---------------
<S>                         <C>              <C>      <C>
A.M. Best and Company, Inc.     1/1/99         A+     Financial performance

Standard & Poor's               5/3/99         AA     Insurer financial strength

Duff & Phelps                  12/21/98        AA+    Claims paying ability
</TABLE>


                               SAFEKEEPING OF ASSETS

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

                           INDEPENDENT PUBLIC ACCOUNTANTS

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


<PAGE>
                                      -4-


                           DISTRIBUTION OF CONTRACTS

Hartford Securities Distribution Company, Inc. ("HSD") serves as Principal
Underwriter for the securities issued with respect to the Separate Account.
HSD is registered with the Securities and Exchange Commission under the
Securities Exchange Act of 1934 as a Broker-Dealer and is a member of the
National Association of Securities Dealers, Inc. HSD is an affiliate of ours.
Both HSD and Hartford are ultimately controlled by The Hartford Financial
Services Group, Inc.  The principal business address of HSD is the same as
ours.  The securities will be sold by individuals who represent us as
insurance agents and who are registered representatives of Broker-Dealers
that have entered into distribution agreements with HSD.

Commissions will be paid by Hartford and will not be more than 6% of Premium
Payments. From time to time, Hartford may pay or permit other promotional
incentives, in cash or credit or other compensation.

Broker-dealers or financial institutions are compensated according to a
schedule set forth by HSD and any applicable rules or regulations for
variable insurance compensation.   Compensation is generally based on Premium
Payments made by policyholders or Contract Owners.  This compensation is
usually paid from the sales charges described in this Prospectus.

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

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

<PAGE>
                                      -5-


Hartford currently pays HSD underwriting commissions for its role as
Principal Underwriter of all variable annuities associated with this Separate
Account. For the past three years, the aggregate dollar amount of
underwriting commissions paid to HSD in its role as Principal
Underwriter has been: 1998: $107,925,386, 1997: $134,304,585 and 1996:
$118,242,027. HSD has retained none of these commissions.

                        CALCULATION OF YIELD AND RETURN


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


The effective yield is calculated by compounding the base period return by
adding 1, raising the sum to a power equal to 365/7 and subtracting 1 from
the result, according to the following formula:

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


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


<PAGE>
                                      -6-


The yield and effective yield for the seven-day period ending June 30, 1999
for the Hartford Money Market HLS Fund Sub-Account was as follows ($30 Annual
Maintenance Fee):



<TABLE>
<CAPTION>
 SUB-ACCOUNT                          YIELD                EFFECTIVE YIELD
 -----------                          -----                ---------------
 <S>                                  <C>                  <C>
 Hartford Money Market HLS Fund*       3.31%                     3.36%
</TABLE>



*Yield and effective yield for the seven-day period ending June 30, 1999.



YIELDS OF HARTFORD BOND HLS FUND, HARTFORD HIGH YIELD HLS FUND, AND HARTFORD
MORTGAGE SECURITIES HLS FUND SUB-ACCOUNTS. As summarized in the Prospectus
under the heading "Performance Related Information," yields of the above
Sub-Accounts will be computed by annualizing a recent month's net investment
income, divided by a Fund share's net asset value on the last trading day of
that month.  Net changes in the value of a hypothetical account will assume
the change in the underlying mutual fund's "net asset value per share" for
the same period in addition to the daily expense charge assessed, at the
sub-account level for the respective period.  The Sub-Accounts' yields will
vary from time-to-time depending upon market conditions and, the composition
of the underlying funds' portfolios.  Yield should also be considered
relative to changes in the value of the Sub-Accounts' shares and to the
relative risks associated with the investment objectives and policies of the
underlying Fund.


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

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

Example:

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

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

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.

<PAGE>

                                      -7-


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


<TABLE>
<CAPTION>
 SUB-ACCOUNT                                                    YIELD
 -----------                                                    -----
 <S>                                                            <C>
 Hartford Bond HLS Fund**                                       4.99%
 Hartford High Yield HLS Fund**                                 7.84%
 Hartford Mortgage Securities HLS Fund**                        4.39%
</TABLE>



**Yield quotation based on a 30-day period ended June 30, 1999.



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



The following are the standardized average annual total return quotations for
the Sub-Accounts for the fiscal year ended June 30, 1999.



<TABLE>
<CAPTION>
                                                            S/A
                                                          INCEPTION                                       SINCE
 SUB-ACCOUNT                                                DATE      1 YEAR     5 YEAR     10 YEAR     INCEPTION
 -----------                                              ---------   ------     ------     -------     ---------
 <S>                                                      <C>       <C>          <C>        <C>         <C>
 Mentor Capital Appreciation                               3/2/98      6.10%       N/A        N/A          3.45%
 Mentor Growth                                             3/2/98    -16.88%       N/A        N/A        -21.11%
 Mentor Perpetual International                            3/2/98      3.32%       N/A        N/A          7.99%
 Hartford Advisers HLS Fund                                5/20/91     5.01%      16.15%      N/A         11.42%
 Hartford Bond HLS Fund                                    5/20/91    -9.21%       2.92%      N/A          3.37%
 Hartford Capital Appreciation HLS Fund                    5/20/91    10.43%      19.16%      N/A         17.32%
 Hartford Dividend & Growth HLS Fund                       3/8/94      2.13%      19.10%      N/A         17.25%
 Hartford Global Leaders HLS Fund                          9/30/98     N/A         N/A        N/A         39.36%
 Hartford Growth and Income HLS Fund                       5/29/98    17.92%       N/A        N/A         18.02%
 Hartford High Yield HLS Fund                              9/30/98     N/A         N/A        N/A         -2.83%
 Hartford Index HLS Fund                                   5/20/91    11.68%      23.13%      N/A         15.54%
 Hartford International Advisers HLS Fund                  3/1/95     -3.08%       N/A        N/A          7.20%
 Hartford International Opportunities HLS Fund             5/20/91    -2.95%       5.51%      N/A          5.81%
 Hartford MidCap HLS Fund                                  7/30/97    22.84%       N/A        N/A         26.11%
 Hartford Money Market HLS Fund                            5/20/91    -5.39%       0.20%      N/A          0.03%
 Hartford Mortgage Securities HLS Fund                     5/20/91    -6.80%       2.77%      N/A          2.62%
 Hartford Small Company HLS Fund                           8/9/96     14.55%       N/A        N/A         15.25%
 Hartford Stock HLS Fund                                   5/20/91    13.80%      23.67%      N/A         16.05%
</TABLE>



The following are the standardized average annual total return quotations for
the Sub-Accounts for the fiscal year ended June 30, 1999 with the Death
Benefit Option.



<TABLE>
<CAPTION>
                                                            S/A
                                                          INCEPTION                                       SINCE
 SUB-ACCOUNT                                                DATE      1 YEAR     5 YEAR     10 YEAR     INCEPTION
 -----------                                              ---------   ------     ------     -------     ---------
 <S>                                                      <C>       <C>          <C>        <C>         <C>
 Mentor Capital Appreciation                               3/2/98      5.93%       N/A        N/A          3.28%
 Mentor Growth                                             3/2/98    -17.02%       N/A        N/A        -21.25%
 Mentor Perpetual International                            3/2/98      3.16%       N/A        N/A          7.81%
 Hartford Advisers HLS Fund                                5/20/91     4.84%      15.86%      N/A         11.24%
 Hartford Bond HLS Fund                                    5/20/91    -9.36%       2.57%      N/A          3.19%
 Hartford Capital Appreciation HLS Fund                    5/20/91    10.25%      18.86%      N/A         17.13%
 Hartford Dividend & Growth HLS Fund                       3/8/94      1.97%      18.82%      N/A         17.06%
 Hartford Global Leaders HLS Fund                          9/30/98     N/A         N/A        N/A         39.18%
 Hartford Growth and Income HLS Fund                       5/29/98    17.73%       N/A        N/A         17.81%
 Hartford High Yield HLS Fund                              9/30/98     N/A         N/A        N/A         -2.95%
 Hartford Index HLS Fund                                   5/20/91    11.50%      22.85%      N/A         15.35%
 Hartford International Advisers HLS Fund                  3/1/95     -3.24%       N/A        N/A          7.02%
 Hartford International Opportunities HLS Fund             5/20/91    -3.08%       5.18%      N/A          5.64%
 Hartford MidCap HLS Fund                                  7/30/97    22.64%       N/A        N/A         25.91%
 Hartford Money Market HLS Fund                            5/20/91    -5.54%      -0.17%      N/A         -0.15%
 Hartford Mortgage Securities HLS Fund                     5/20/91    -6.95%       2.41%      N/A          2.45%
 Hartford Small Company HLS Fund                           8/9/96     14.36%       N/A        N/A         15.06%
 Hartford Stock HLS Fund                                   5/20/91    13.61%      23.39%      N/A         15.86%
</TABLE>


<PAGE>
                                      -8-

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 and the time periods used to
calculate return are based on the inception date of the underlying Funds. .
Therefore, non-standardized total return for a Sub-Account is higher than
standardized total return for a Sub-Account.


The following are the non-standardized average annualized total return
quotations for the Sub-Accounts for the fiscal year ended June 30, 1999.



<TABLE>
<CAPTION>
                                                   FUND
                                                 INCEPTION                                       SINCE
 SUB-ACCOUNT                                       DATE      1 YEAR     5 YEAR     10 YEAR     INCEPTION
 -----------                                     ---------   ------     ------     -------     ---------
 <S>                                             <C>         <C>        <C>        <C>         <C>
 Mentor Capital Appreciation                      3/2/98     15.10%      N/A        N/A          12.49%
 Mentor Growth                                    3/2/98     -7.88%      N/A        N/A         -11.35%
 Mentor Perpetual International                   3/2/98     12.32%      N/A        N/A          16.96%
 Hartford Advisers HLS Fund                       3/31/83    14.01%     18.88%     13.02%        12.46%
 Hartford Bond HLS Fund                           8/31/77    -0.21%      6.35%      6.46%         7.35%
 Hartford Capital Appreciation HLS Fund           4/2/84     19.43%     21.65%     17.20%        16.70%
 Hartford Dividend & Growth HLS Fund              3/8/94     11.13%     21.62%      N/A          19.98%
 Hartford Global Leaders HLS Fund                 9/30/98     N/A        N/A        N/A          48.36%
 Hartford Growth and Income HLS Fund              4/30/98    26.92%      N/A        N/A          29.03%
 Hartford High Yield HLS Fund                     9/30/98     N/A        N/A        N/A           6.17%
 Hartford Index HLS Fund                          5/1/87     20.68%     25.55%     16.51%        14.59%
 Hartford International Advisers HLS Fund         3/1/95      5.92%      N/A        N/A          10.87%
 Hartford International Opportunities HLS Fund    7/2/90      6.05%      8.82%      N/A           6.80%
 Hartford MidCap HLS Fund                         7/30/97    31.84%      N/A        N/A          31.50%
 Hartford Money Market HLS Fund                   6/30/80     3.61%      3.92%      3.97%         6.11%
 Hartford Mortgage Securities HLS Fund            1/1/85      2.20%      6.22%      6.17%         7.25%
 Hartford Small Company HLS Fund                  8/9/96     23.55%      N/A        N/A          19.33%
 Hartford Stock HLS Fund                          8/31/77    22.80%     26.12%     16.84%        14.93%
</TABLE>



The following are the non-standardized average annualized total return
quotations for the Sub-Accounts for the fiscal year ended June 30, 1999 with
the Death Benefit Option.


<TABLE>
<CAPTION>
                                                   FUND
                                                 INCEPTION                                       SINCE
 SUB-ACCOUNT                                       DATE      1 YEAR     5 YEAR     10 YEAR     INCEPTION
 -----------                                     ---------   ------     ------     -------     ---------
 <S>                                             <C>         <C>        <C>        <C>         <C>
 Mentor Capital Appreciation                      3/2/98     14.93%      N/A        N/A          12.32%
 Mentor Growth                                    3/2/98     -8.02%      N/A        N/A         -11.48%
 Mentor Perpetual International                   3/2/98     12.16%      N/A        N/A          16.78%
 Hartford Advisers HLS Fund                       3/31/83    13.84%     18.70%     12.85%        12.34%
 Hartford Bond HLS Fund                           8/31/77    -0.36%      6.19%      6.30%         7.19%
 Hartford Capital Appreciation HLS Fund           4/2/84     19.25%     21.46%     17.02%        16.52%
 Hartford Dividend & Growth HLS Fund              3/8/94     10.97%     21.43%      N/A          19.80%
 Hartford Global Leaders HLS Fund                 9/30/98     N/A        N/A        N/A          48.18%
 Hartford Growth and Income HLS Fund              4/30/98    26.73%      N/A        N/A          28.82%
 Hartford High Yield HLS Fund                     9/30/98     N/A        N/A        N/A           6.05%
 Hartford Index HLS Fund                          5/1/87     20.50%     25.36%     16.34%        14.43%
 Hartford International Advisers HLS Fund         3/1/95      5.76%      N/A        N/A          10.71%
 Hartford International Opportunities HLS Fund    7/2/90      5.92%      8.66%      N/A           6.64%
 Hartford MidCap HLS Fund                         7/30/97    31.64%      N/A        N/A          31.30%
 Hartford Money Market HLS Fund                   6/30/80     3.46%      3.77%      3.82%         5.94%
 Hartford Mortgage Securities HLS Fund            1/1/85      2.05%      6.06%      6.01%         7.09%
 Hartford Small Company HLS Fund                  8/9/96     23.36%      N/A        N/A          19.15%
 Hartford Stock HLS Fund                          8/31/77    22.61%     25.93%     16.66%        14.76%
</TABLE>

<PAGE>
                                     -9-


                           PERFORMANCE COMPARISONS

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



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

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

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

<PAGE>
                                     -10-


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

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


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


<PAGE>

HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                 SA-1
- --------------------------------------------------------------------------------
 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
- --------------------------------------------------------------------------------
 TO HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
 SEPARATE ACCOUNT ONE AND TO THE
 OWNERS OF UNITS OF INTEREST THEREIN:


We have audited the accompanying statements of assets and liabilities of
Hartford Life and Annuity Insurance Company Separate Account One (Bond Fund,
Stock Fund, Money Market Fund, Advisers Fund, Capital Appreciation Fund,
Mortgage Securities Fund, Index Fund, International Opportunities Fund, Dividend
and Growth Fund, International Advisers Fund, Small Company Fund, MidCap Fund,
Mentor Capital Growth Fund, Mentor Perpetual International Fund, Mentor Growth
Fund, Global Leaders Fund, High Yield Fund, and Growth and Income Fund)
(collectively, the Account) as of December 31, 1998, and the related statements
of operations and the statements of changes in net assets for the periods
presented. 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 the Account as of December 31,
1998, and the results of their operations and the changes in their net assets
for the periods presented in conformity with generally accepted accounting
principles.

Hartford, Connecticut

February 16, 1999                                            ARTHUR ANDERSEN LLP




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

 SEPARATE ACCOUNT ONE
- --------------------------------------------------------------------------------
 STATEMENTS OF ASSETS & LIABILITIES
 YEAR ENDED DECEMBER 31, 1998

<TABLE>
<CAPTION>
                            BOND FUND      STOCK FUND
                           SUB-ACCOUNT    SUB-ACCOUNT
                           ------------  --------------
<S>                        <C>           <C>
ASSETS:
  Investments:
    Hartford Bond HLS
     Fund, Inc. - Class
     IA
    Shares 380,558,700
    Cost $399,499,923
      Market Value.......  $411,256,468        --
    Hartford Stock HLS
     Fund, Inc. - Class
     IA
    Shares 513,943,883
    Cost $2,170,908,704
      Market Value.......       --       $3,372,328,102
    Hartford Money Market
     HLS Fund, Inc. -
     Class IA
    Shares 345,742,205
    Cost $345,742,205
      Market Value.......       --             --
    Hartford Advisers HLS
     Fund, Inc. - Class
     IA
    Shares 1,862,478,644
    Cost $4,012,019,599
      Market Value.......       --             --
    Hartford Capital
     Appreciation HLS
     Fund, Inc. - Class
     IA
    Shares 602,284,430
    Cost $2,212,701,469
      Market Value.......       --             --
    Hartford Mortgage
     Securities HLS Fund,
     Inc. - Class IA
    Shares 100,460,881
    Cost $109,029,070
      Market Value.......       --             --
    Hartford Index HLS
     Fund, Inc. - Class
     IA
    Shares 213,539,249
    Cost $534,739,672
      Market Value.......       --             --
    Hartford
     International
     Opportunities HLS
     Fund, Inc. - Class
     IA
    Shares 486,127,383
    Cost $617,788,895
      Market Value.......       --             --
    Hartford Dividend and
     Growth HLS Fund,
     Inc. - Class IA
    Shares 844,442,536
    Cost $1,419,647,238
      Market Value.......       --             --
    Hartford
     International
     Advisers HLS Fund,
     Inc. - Class IA
    Shares 174,208,203
    Cost $199,416,162
      Market Value.......       --             --
  Due from Hartford Life
   and Annuity Insurance
   Company...............       362,859       2,624,788
  Receivable from fund
   shares sold...........       --             --
                           ------------  --------------
  Total Assets...........   411,619,327   3,374,952,890
                           ------------  --------------
LIABILITIES:
  Due to Hartford Life
   and Annuity Insurance
   Company...............       --             --
  Payable for fund shares
   purchased.............       362,819       2,622,542
                           ------------  --------------
  Total Liabilities......       362,819       2,622,542
                           ------------  --------------
  Net Assets (variable
   annuity contract
   liabilities)..........  $411,256,508  $3,372,330,348
                           ------------  --------------
                           ------------  --------------
</TABLE>

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

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

<TABLE>
<CAPTION>
                              MONEY                           CAPITAL             MORTGAGE
                           MARKET FUND   ADVISERS FUND   APPRECIATION FUND    SECURITIES FUND      INDEX FUND
                           SUB-ACCOUNT    SUB-ACCOUNT       SUB-ACCOUNT         SUB-ACCOUNT       SUB-ACCOUNT
                           ------------  --------------  ------------------   ----------------   --------------
<S>                        <C>           <C>             <C>                  <C>                <C>
ASSETS:
  Investments:
    Hartford Bond HLS
     Fund, Inc. - Class
     IA
    Shares 380,558,700
    Cost $399,499,923
      Market Value.......      --             --                --                  --                 --
    Hartford Stock HLS
     Fund, Inc. - Class
     IA
    Shares 513,943,883
    Cost $2,170,908,704
      Market Value.......      --             --                --                  --                 --
    Hartford Money Market
     HLS Fund, Inc. -
     Class IA
    Shares 345,742,205
    Cost $345,742,205
      Market Value.......  $345,742,206       --                --                  --                 --
    Hartford Advisers HLS
     Fund, Inc. - Class
     IA
    Shares 1,862,478,644
    Cost $4,012,019,599
      Market Value.......      --        $5,559,969,961         --                  --                 --
    Hartford Capital
     Appreciation HLS
     Fund, Inc. - Class
     IA
    Shares 602,284,430
    Cost $2,212,701,469
      Market Value.......      --             --           $2,866,320,390           --                 --
    Hartford Mortgage
     Securities HLS Fund,
     Inc. - Class IA
    Shares 100,460,881
    Cost $109,029,070
      Market Value.......      --             --                --              $108,955,151           --
    Hartford Index HLS
     Fund, Inc. - Class
     IA
    Shares 213,539,249
    Cost $534,739,672
      Market Value.......      --             --                --                  --           $  762,431,637
    Hartford
     International
     Opportunities HLS
     Fund, Inc. - Class
     IA
    Shares 486,127,383
    Cost $617,788,895
      Market Value.......      --             --                --                  --                 --
    Hartford Dividend and
     Growth HLS Fund,
     Inc. - Class IA
    Shares 844,442,536
    Cost $1,419,647,238
      Market Value.......      --             --                --                  --                 --
    Hartford
     International
     Advisers HLS Fund,
     Inc. - Class IA
    Shares 174,208,203
    Cost $199,416,162
      Market Value.......      --             --                --                  --                 --
  Due from Hartford Life
   and Annuity Insurance
   Company...............      421,944       1,806,477             69,123             88,820            252,179
  Receivable from fund
   shares sold...........       14,552        --                  133,219                 29           --
                           ------------  --------------  ------------------   ----------------   --------------
  Total Assets...........  346,178,702   5,561,776,438      2,866,522,732        109,044,000        762,683,816
                           ------------  --------------  ------------------   ----------------   --------------
LIABILITIES:
  Due to Hartford Life
   and Annuity Insurance
   Company...............       14,580        --                --                        32           --
  Payable for fund shares
   purchased.............      424,367       1,803,197             30,681             89,714            247,739
                           ------------  --------------  ------------------   ----------------   --------------
  Total Liabilities......      438,947       1,803,197             30,681             89,746            247,739
                           ------------  --------------  ------------------   ----------------   --------------
  Net Assets (variable
   annuity contract
   liabilities)..........  $345,739,755  $5,559,973,241    $2,866,492,051       $108,954,254     $  762,436,077
                           ------------  --------------  ------------------   ----------------   --------------
                           ------------  --------------  ------------------   ----------------   --------------

<CAPTION>
                              INTERNATIONAL        DIVIDEND AND      INTERNATIONAL
                           OPPORTUNITIES FUND       GROWTH FUND      ADVISERS FUND
                               SUB-ACCOUNT          SUB-ACCOUNT       SUB-ACCOUNT
                           -------------------   -----------------   --------------
<S>                        <C>                   <C>                 <C>
ASSETS:
  Investments:
    Hartford Bond HLS
     Fund, Inc. - Class
     IA
    Shares 380,558,700
    Cost $399,499,923
      Market Value.......         --                    --                --
    Hartford Stock HLS
     Fund, Inc. - Class
     IA
    Shares 513,943,883
    Cost $2,170,908,704
      Market Value.......         --                    --                --
    Hartford Money Market
     HLS Fund, Inc. -
     Class IA
    Shares 345,742,205
    Cost $345,742,205
      Market Value.......         --                    --                --
    Hartford Advisers HLS
     Fund, Inc. - Class
     IA
    Shares 1,862,478,644
    Cost $4,012,019,599
      Market Value.......         --                    --                --
    Hartford Capital
     Appreciation HLS
     Fund, Inc. - Class
     IA
    Shares 602,284,430
    Cost $2,212,701,469
      Market Value.......         --                    --                --
    Hartford Mortgage
     Securities HLS Fund,
     Inc. - Class IA
    Shares 100,460,881
    Cost $109,029,070
      Market Value.......         --                    --                --
    Hartford Index HLS
     Fund, Inc. - Class
     IA
    Shares 213,539,249
    Cost $534,739,672
      Market Value.......         --                    --                --
    Hartford
     International
     Opportunities HLS
     Fund, Inc. - Class
     IA
    Shares 486,127,383
    Cost $617,788,895
      Market Value.......      $658,633,088             --                --
    Hartford Dividend and
     Growth HLS Fund,
     Inc. - Class IA
    Shares 844,442,536
    Cost $1,419,647,238
      Market Value.......         --             $   1,824,406,277        --
    Hartford
     International
     Advisers HLS Fund,
     Inc. - Class IA
    Shares 174,208,203
    Cost $199,416,162
      Market Value.......         --                    --            $201,156,297
  Due from Hartford Life
   and Annuity Insurance
   Company...............             7,840                 39,963           4,583
  Receivable from fund
   shares sold...........         --                       263,090          35,519
                           -------------------   -----------------   --------------
  Total Assets...........       658,640,928          1,824,709,330     201,196,399
                           -------------------   -----------------   --------------
LIABILITIES:
  Due to Hartford Life
   and Annuity Insurance
   Company...............           123,419                262,396          35,607
  Payable for fund shares
   purchased.............            66,757                 39,882           4,585
                           -------------------   -----------------   --------------
  Total Liabilities......           190,176                302,278          40,192
                           -------------------   -----------------   --------------
  Net Assets (variable
   annuity contract
   liabilities)..........      $658,450,752      $   1,824,407,052    $201,156,207
                           -------------------   -----------------   --------------
                           -------------------   -----------------   --------------
</TABLE>

<PAGE>
SA-4                                HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 SEPARATE ACCOUNT ONE
- --------------------------------------------------------------------------------
 STATEMENTS OF ASSETS & LIABILITIES -- (CONTINUED)
 DECEMBER 31, 1998

<TABLE>
<CAPTION>
                              SMALL        MIDCAP
                           COMPANY FUND     FUND
                           SUB-ACCOUNT   SUB-ACCOUNT
                           ------------  -----------
<S>                        <C>           <C>
ASSETS:
  Investments:
    Hartford Small
     Company HLS Fund,
     Inc. - Class IA
    Shares 163,196,148
    Cost $195,190,859
      Market Value.......  $215,600,879      --
    Hartford MidCap HLS
     Fund, Inc. - Class
     IA
    Shares 63,119,036
    Cost $76,952,597
      Market Value.......      --        $90,844,451
    Mentor VIP Capital
     Growth Fund, Inc.
    Shares 108,276
    Cost $1,352,216
      Market Value.......      --            --
    Mentor VIP Perpetual
     International Fund,
     Inc.
    Shares 72,306
    Cost $965,503
      Market Value.......      --            --
    Mentor VIP Growth
     Fund, Inc.
    Shares 51,628
    Cost $535,226
      Market Value.......      --            --
    Hartford Global
     Leader HLS Fund -
     Class IA
    Shares 933,527
    Cost $1,147,333
      Market Value.......      --            --
    Hartford High Yield
     HLS Fund - Class IA
    Shares 2,383,733
    Cost $2,409,651
      Market Value.......      --            --
    Hartford Growth and
     Income HLS Fund -
     Class IA
    Shares 12,854,583
    Cost $13,338,246
      Market Value.......      --            --
  Due from Hartford Life
   and Annuity Insurance
   Company...............       82,389      158,156
  Receivable from fund
   shares sold...........      --                30
                           ------------  -----------
  Total Assets...........  215,683,268   91,002,637
                           ------------  -----------
LIABILITIES:
  Due to Hartford Life
   and Annuity Insurance
   Company...............      --                33
  Payable for fund shares
   purchased.............       81,459      157,877
                           ------------  -----------
  Total Liabilities......       81,459      157,910
                           ------------  -----------
  Net Assets (variable
   annuity contract
   liabilities)..........  $215,601,809  $90,844,727
                           ------------  -----------
                           ------------  -----------
</TABLE>

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

<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                 SA-5
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                           MENTOR VIP CAPITAL    MENTOR VIP PERPETUAL     MENTOR VIP       GLOBAL           HIGH        GROWTH AND
                               GROWTH FUND        INTERNATIONAL FUND     GROWTH FUND    LEADERS FUND     YIELD FUND    INCOME FUND
                               SUB-ACCOUNT            SUB-ACCOUNT        SUB-ACCOUNT     SUB-ACCOUNT    SUB-ACCOUNT    SUB-ACCOUNT
                           -------------------   ---------------------   ------------   -------------   ------------   ------------
<S>                        <C>                   <C>                     <C>            <C>             <C>            <C>
ASSETS:
  Investments:
    Hartford Small
     Company HLS Fund,
     Inc. - Class IA
    Shares 163,196,148
    Cost $195,190,859
      Market Value.......        --                     --                   --              --             --             --
    Hartford MidCap HLS
     Fund, Inc. - Class
     IA
    Shares 63,119,036
    Cost $76,952,597
      Market Value.......        --                     --                   --              --             --             --
    Mentor VIP Capital
     Growth Fund, Inc.
    Shares 108,276
    Cost $1,352,216
      Market Value.......       $1,470,384              --                   --              --             --             --
    Mentor VIP Perpetual
     International Fund,
     Inc.
    Shares 72,306
    Cost $965,503
      Market Value.......        --                    $1,013,010            --              --             --             --
    Mentor VIP Growth
     Fund, Inc.
    Shares 51,628
    Cost $535,226
      Market Value.......        --                     --                 $ 591,659         --             --             --
    Hartford Global
     Leader HLS Fund -
     Class IA
    Shares 933,527
    Cost $1,147,333
      Market Value.......        --                     --                   --           $1,199,752        --             --
    Hartford High Yield
     HLS Fund - Class IA
    Shares 2,383,733
    Cost $2,409,651
      Market Value.......        --                     --                   --              --          $2,423,652        --
    Hartford Growth and
     Income HLS Fund -
     Class IA
    Shares 12,854,583
    Cost $13,338,246
      Market Value.......        --                     --                   --              --             --         $15,245,046
  Due from Hartford Life
   and Annuity Insurance
   Company...............        --                     --                   --                3,970         17,616        213,335
  Receivable from fund
   shares sold...........               50                     35                 20               1              4             52
                           -------------------        -----------        ------------   -------------   ------------   ------------
  Total Assets...........        1,470,434              1,013,045            591,679       1,203,723      2,441,272     15,458,433
                           -------------------        -----------        ------------   -------------   ------------   ------------
LIABILITIES:
  Due to Hartford Life
   and Annuity Insurance
   Company...............               66                     58                  7         --                   3             57
  Payable for fund shares
   purchased.............        --                     --                   --                3,960         17,615        213,428
                           -------------------        -----------        ------------   -------------   ------------   ------------
  Total Liabilities......               66                     58                  7           3,960         17,618        213,485
                           -------------------        -----------        ------------   -------------   ------------   ------------
  Net Assets (variable
   annuity contract
   liabilities)..........       $1,470,368             $1,012,987          $ 591,672      $1,199,763     $2,423,654    $15,244,948
                           -------------------        -----------        ------------   -------------   ------------   ------------
                           -------------------        -----------        ------------   -------------   ------------   ------------
</TABLE>

<PAGE>
SA-6                                 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 SEPARATE ACCOUNT ONE
- --------------------------------------------------------------------------------
 STATEMENTS OF ASSETS & LIABILITIES -- (CONTINUED)
 FOR THE YEAR ENDED DECEMBER 31, 1998

<TABLE>
<CAPTION>
                                         UNITS
                                       OWNED BY       UNIT        CONTRACT
                                     PARTICIPANTS     PRICE       LIABILITY
                                     -------------  ---------  ---------------
<S>                                  <C>            <C>        <C>
DEFERRED ANNUITY CONTRACTS IN THE
 ACCUMULATION PERIOD:
GROUP SUB-ACCOUNTS:
  Bond Fund Sub-Account............    180,119,797  $2.257591  $   406,636,833
  Bond Fund Sub-Account............      3,237,265   1.030760        3,336,843
  High Yield Sub-Account...........      2,254,839   1.034881        2,333,490
  High Yield Sub-Account...........         87,179   1.034245           90,164
  Stock Fund Sub-Account...........    553,087,499   6.065754    3,354,892,709
  Stock Fund Sub-Account...........      7,571,146   1.036705        7,849,045
  Money Market Fund Sub-Account....    195,488,799   1.715714      335,402,871
  Money Market Fund Sub-Account....      9,217,359   1.016497        9,369,418
  Advisers Fund Sub-Account........  1,258,364,667   4.397886    5,534,144,353
  Advisers Fund Sub-Account........     15,480,493   1.035292       16,026,830
  Capital Appreciation Fund
   Sub-Account.....................    517,384,327   5.525767    2,858,945,241
  Capital Appreciation Fund
   Sub-Account.....................      3,000,204   0.984021        2,952,264
  Mortgage Securities Fund
   Sub-Account.....................     48,850,074   2.210954      108,005,267
  Mortgage Securities Fund
   Sub-Account.....................        695,958   1.022348          711,511
  Growth and Income Sub-Account....     11,822,488   1.181798       13,971,792
  Growth and Income Sub-Account....      1,167,734   1.090279        1,273,156
  Index Fund Sub-Account...........    160,585,731   4.712432      756,749,336
  Index Fund Sub-Account...........      3,777,102   1.044934        3,946,821
  Global Leaders Fund
   Sub-Account.....................        898,417   1.314731        1,181,177
  Global Leaders Fund
   Sub-Account.....................         14,146   1.313892           18,586
  International Opportunities Fund
   Sub-Account.....................    400,335,712   1.641190      657,026,967
  International Opportunities Fund
   Sub-Account.....................        657,015   0.924280          607,266
  Dividend and Growth Fund
   Sub-Account.....................    735,536,976   2.470981    1,817,497,892
  Dividend and Growth Fund
   Sub-Account.....................      4,239,504   1.008274        4,274,583
  International Advisers Fund
   Sub-Account.....................    135,919,042   1.476317      200,659,594
  International Advisers Fund
   Sub-Account.....................        373,140   0.971290          362,427
  Small Company Fund Sub-Account...    156,179,000   1.374218      214,623,993
  Small Company Fund Sub-Account...        672,638   0.975191          655,950
  MidCap Fund Sub-Account..........     65,617,196   1.371074       89,966,032
  MidCap Fund Sub-Account..........        732,350   1.016840          744,684
  Mentor Capital Growth
   Sub-Account.....................      1,367,467   1.075249        1,470,368
  Mentor Perpetual International
   Sub-Account.....................        913,254   1.109206        1,012,987
  Mentor Growth Sub-Account........        652,130   0.907292          591,672
                                                               ---------------
  SUB-TOTAL GROUP SUB-ACCOUNTS.....                             16,407,332,122
                                                               ---------------
</TABLE>

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

<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                 SA-7
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                         UNITS
                                       OWNED BY       UNIT        CONTRACT
                                     PARTICIPANTS     PRICE       LIABILITY
                                     -------------  ---------  ---------------
<S>                                  <C>            <C>        <C>
ANNUITY CONTRACTS IN THE ANNUITY
 PERIOD:
GROUP SUB-ACCOUNTS:
  Bond Fund Sub-Account............        568,230  $2.257591  $     1,282,832
  Stock Fund Sub-Account...........      1,580,775   6.065754        9,588,594
  Money Market Fund Sub-Account....        563,885   1.715714          967,466
  Advisers Fund Sub-Account........      2,228,811   4.397886        9,802,058
  Capital Appreciation Fund
   Sub-Account.....................        831,477   5.525767        4,594,546
  Mortgage Securities Fund
   Sub-Account.....................        107,409   2.210954          237,476
  Index Fund Sub-Account...........        369,219   4.712432        1,739,920
  International Opportunities Fund
   Sub-Account.....................        497,516   1.641190          816,519
  Dividend and Growth Fund
   Sub-Account.....................      1,066,207   2.470981        2,634,577
  International Advisers Fund
   Sub-Account.....................         90,892   1.476317          134,186
  Small Company Fund Sub-Account...        234,218   1.374218          321,866
  MidCap Fund Sub-Account..........         97,742   1.371074          134,011
                                                               ---------------
  SUB-TOTAL GROUP SUB-ACCOUNTS.....                                 32,254,051
                                                               ---------------
GRAND TOTAL........................                            $16,439,586,173
                                                               ---------------
                                                               ---------------
</TABLE>

<PAGE>
SA-8                                 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 SEPARATE ACCOUNT ONE
- --------------------------------------------------------------------------------
 STATEMENTS OF OPERATIONS
 FOR THE YEAR ENDED DECEMBER 31, 1998

<TABLE>
<CAPTION>
                            BOND FUND    STOCK FUND
                           SUB-ACCOUNT  SUB-ACCOUNT
                           -----------  ------------
<S>                        <C>          <C>
INVESTMENT INCOME:
  Dividends..............  $19,422,738  $ 25,422,449
EXPENSES:
  Mortality and expense
   undertakings..........   (3,957,943)  (33,114,279)
                           -----------  ------------
    Net investment income
     (loss)..............   15,464,795    (7,691,830)
                           -----------  ------------
CAPITAL GAINS INCOME.....      --         76,061,613
                           -----------  ------------
NET REALIZED AND
 UNREALIZED GAIN (LOSS)
 ON INVESTMENTS:
  Net realized gain
   (loss) on security
   transactions..........       (5,587)   (1,418,674)
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................    5,072,560   663,245,884
                           -----------  ------------
    Net gain (loss) on
     investments.........    5,066,973   661,827,210
                           -----------  ------------
    Net increase
     (decrease) in net
     assets resulting
     from operations.....  $20,531,768  $730,196,993
                           -----------  ------------
                           -----------  ------------
</TABLE>

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

<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                SA-9
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                              MONEY                           CAPITAL             MORTGAGE
                           MARKET FUND  ADVISERS FUND    APPRECIATION FUND    SECURITIES FUND      INDEX FUND
                           SUB-ACCOUNT   SUB-ACCOUNT        SUB-ACCOUNT         SUB-ACCOUNT       SUB-ACCOUNT
                           -----------  --------------   ------------------   ----------------   --------------
<S>                        <C>          <C>              <C>                  <C>                <C>
INVESTMENT INCOME:
  Dividends..............  $12,949,636   $ 109,628,714      $ 15,232,567         $ 6,660,262     $    6,171,446
EXPENSES:
  Mortality and expense
   undertakings..........   (3,174,374)    (56,235,664)      (31,598,370)         (1,164,598)        (7,331,927)
                           -----------  --------------   ------------------   ----------------   --------------
    Net investment income
     (loss)..............    9,775,262      53,393,050       (16,365,803)          5,495,664         (1,160,481)
                           -----------  --------------   ------------------   ----------------   --------------
CAPITAL GAINS INCOME.....      --          130,454,479       150,932,848            --               11,566,682
                           -----------  --------------   ------------------   ----------------   --------------
NET REALIZED AND
 UNREALIZED GAIN (LOSS)
 ON INVESTMENTS:
  Net realized gain
   (loss) on security
   transactions..........      --             (287,760)       (3,541,507)              1,531           (301,028)
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................      --          750,363,179       201,102,863            (691,300)       129,513,479
                           -----------  --------------   ------------------   ----------------   --------------
    Net gain (loss) on
     investments.........      --          750,075,419       197,561,356            (689,769)       129,212,451
                           -----------  --------------   ------------------   ----------------   --------------
    Net increase
     (decrease) in net
     assets resulting
     from operations.....  $ 9,775,262   $ 933,922,948      $332,128,401         $ 4,805,895     $  139,618,652
                           -----------  --------------   ------------------   ----------------   --------------
                           -----------  --------------   ------------------   ----------------   --------------

<CAPTION>
                              INTERNATIONAL        DIVIDEND AND     INTERNATIONAL
                           OPPORTUNITIES FUND      GROWTH FUND      ADVISERS FUND
                               SUB-ACCOUNT         SUB-ACCOUNT       SUB-ACCOUNT
                           -------------------   ----------------   --------------
<S>                        <C>                   <C>                <C>
INVESTMENT INCOME:
  Dividends..............      $ 8,596,873       $     28,727,201     $16,822,117
EXPENSES:
  Mortality and expense
   undertakings..........       (7,928,386)           (18,910,940)     (2,193,698)
                           -------------------   ----------------   --------------
    Net investment income
     (loss)..............          668,487              9,816,261      14,628,419
                           -------------------   ----------------   --------------
CAPITAL GAINS INCOME.....       39,050,857             44,842,140       4,004,303
                           -------------------   ----------------   --------------
NET REALIZED AND
 UNREALIZED GAIN (LOSS)
 ON INVESTMENTS:
  Net realized gain
   (loss) on security
   transactions..........       (1,485,356)              (541,832)         13,013
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................       27,913,220            151,447,604        (335,247)
                           -------------------   ----------------   --------------
    Net gain (loss) on
     investments.........       26,427,864            150,905,772        (322,234)
                           -------------------   ----------------   --------------
    Net increase
     (decrease) in net
     assets resulting
     from operations.....      $66,147,208       $    205,564,173     $18,310,488
                           -------------------   ----------------   --------------
                           -------------------   ----------------   --------------
</TABLE>

<PAGE>
SA-10                                HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 SEPARATE ACCOUNT ONE
- --------------------------------------------------------------------------------
 STATEMENTS OF OPERATIONS -- (CONTINUED)
 FOR THE YEAR ENDED DECEMBER 31, 1998

<TABLE>
<CAPTION>
                               SMALL          MIDCAP
                           COMPANY FUND        FUND
                            SUB-ACCOUNT    SUB-ACCOUNT
                           -------------   ------------
<S>                        <C>             <C>
INVESTMENT INCOME:
Dividends................   $   --         $        574
EXPENSES:
  Mortality and expense
   undertakings..........    (2,126,815)       (603,398)
                           -------------   ------------
    Net investment income
     (loss)..............    (2,126,815)       (602,824)
                           -------------   ------------
CAPITAL GAINS INCOME.....     2,433,792         --
                           -------------   ------------
NET REALIZED AND
 UNREALIZED GAIN (LOSS)
 ON INVESTMENTS:
  Net realized gain
   (loss) on security
   transactions..........       (74,920)         (2,834)
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................    17,782,782      13,252,169
                           -------------   ------------
    Net gain (loss) on
     investments.........    17,707,862      13,249,335
                           -------------   ------------
    Net increase
     (decrease) in net
     assets resulting
     from operations.....   $18,014,839    $ 12,646,511
                           -------------   ------------
                           -------------   ------------
</TABLE>

  *  From inception, June 1, 1998 to December 31, 1998.
 **  From inception, September 30, 1998 to December 31, 1998.

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

<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                SA-11
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                               MENTOR        MENTOR PERPETUAL       MENTOR          GLOBAL            HIGH         GROWTH AND
                           CAPITAL GROWTH      INTERNATIONAL        GROWTH       LEADERS FUND      YIELD FUND      INCOME FUND
                             SUB-ACCOUNT        SUB-ACCOUNT      SUB-ACCOUNT    SUB-ACCOUNT**    SUB-ACCOUNT**    SUB-ACCOUNT*
                           ---------------   -----------------   ------------   --------------   --------------   -------------
<S>                        <C>               <C>                 <C>            <C>              <C>              <C>
INVESTMENT INCOME:
Dividends................      $--                $--               $--             $ 1,405          $44,172        $   56,708
EXPENSES:
  Mortality and expense
   undertakings..........        (3,951)           (3,170)           (2,316)         (1,277)          (4,493)          (43,229)
                           ---------------        -------        ------------       -------          -------      -------------
    Net investment income
     (loss)..............        (3,951)           (3,170)           (2,316)            128           39,679            13,479
                           ---------------        -------        ------------       -------          -------      -------------
CAPITAL GAINS INCOME.....       --                --                 --              29,044          --                --
                           ---------------        -------        ------------       -------          -------      -------------
NET REALIZED AND
 UNREALIZED GAIN (LOSS)
 ON INVESTMENTS:
  Net realized gain
   (loss) on security
   transactions..........            55                38                 2          (3,023)          (1,553)              140
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................       118,168            47,507            56,433          52,419           14,002         1,906,801
                           ---------------        -------        ------------       -------          -------      -------------
    Net gain (loss) on
     investments.........       118,223            47,545            56,435          49,396           12,449         1,906,941
                           ---------------        -------        ------------       -------          -------      -------------
    Net increase
     (decrease) in net
     assets resulting
     from operations.....      $114,272           $44,375           $54,119         $78,568          $52,128        $1,920,420
                           ---------------        -------        ------------       -------          -------      -------------
                           ---------------        -------        ------------       -------          -------      -------------
</TABLE>

  *  From inception, June 1, 1998 to December 31, 1998.
 **  From inception, September 30, 1998 to December 31, 1998.

<PAGE>
SA-12                                HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 SEPARATE ACCOUNT ONE
- --------------------------------------------------------------------------------
 STATEMENTS OF CHANGES IN NET ASSETS
 FOR THE YEAR ENDED DECEMBER 31, 1998

<TABLE>
<CAPTION>
                            BOND FUND      STOCK FUND
                           SUB-ACCOUNT    SUB-ACCOUNT
                           ------------  --------------
<S>                        <C>           <C>
OPERATIONS:
  Net investment income
   (loss)................  $ 15,464,795  $   (7,691,830)
  Capital gains income...       --           76,061,613
  Net realized gain
   (loss) on security
   transactions..........        (5,587)     (1,418,674)
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................     5,072,560     663,245,884
                           ------------  --------------
  Net increase (decrease)
   in net assets
   resulting from
   operations............    20,531,768     730,196,993
                           ------------  --------------
UNIT TRANSACTIONS:
  Purchases..............    58,804,116     385,880,357
  Net transfers..........   123,611,549     325,699,308
  Surrenders for benefit
   payments and fees.....   (20,698,247)   (105,089,407)
  Net annuity
   transactions..........       632,000       6,055,572
                           ------------  --------------
  Net increase (decrease)
   in net assets
   resulting from unit
   transactions..........   162,349,418     612,545,830
                           ------------  --------------
  Net increase (decrease)
   in net assets.........   182,881,186   1,342,742,823
NET ASSETS:
  Beginning of period....   228,375,322   2,029,587,525
                           ------------  --------------
  End of period..........  $411,256,508  $3,372,330,348
                           ------------  --------------
                           ------------  --------------
</TABLE>

 STATEMENTS OF CHANGES IN NET ASSETS
 FOR THE YEAR ENDED DECEMBER 31, 1997

<TABLE>
<CAPTION>
                            BOND FUND      STOCK FUND
                           SUB-ACCOUNT    SUB-ACCOUNT
                           ------------  --------------
<S>                        <C>           <C>
OPERATIONS:
  Net investment income
   (loss)................  $  9,223,325  $   (2,373,240)
  Capital gains income...       --           62,602,913
  Net realized gain
   (loss) on security
   transactions..........         9,814          84,100
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................     8,361,624     325,437,100
                           ------------  --------------
  Net increase (decrease)
   in net assets
   resulting from
   operations............    17,594,763     385,750,873
                           ------------  --------------
UNIT TRANSACTIONS:
  Purchases..............    48,533,601     430,730,097
  Net transfers..........    24,454,452     137,640,435
  Surrenders for benefit
   payments and fees.....    (9,332,737)    (52,393,369)
  Net annuity
   transactions..........       563,032       1,508,388
                           ------------  --------------
  Net increase (decrease)
   in net assets
   resulting from unit
   transactions..........    64,218,348     517,485,551
                           ------------  --------------
  Net increase in net
   assets................    81,813,111     903,236,424
NET ASSETS:
  Beginning of period....   146,562,211   1,126,351,101
                           ------------  --------------
  End of period..........  $228,375,322  $2,029,587,525
                           ------------  --------------
                           ------------  --------------
</TABLE>

  *  From inception, December 22, 1997 to December 31, 1997.

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

<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                SA-13
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                              MONEY                           CAPITAL             MORTGAGE
                           MARKET FUND   ADVISERS FUND   APPRECIATION FUND    SECURITIES FUND      INDEX FUND
                           SUB-ACCOUNT    SUB-ACCOUNT       SUB-ACCOUNT         SUB-ACCOUNT       SUB-ACCOUNT
                           ------------  --------------  ------------------   ----------------   --------------
<S>                        <C>           <C>             <C>                  <C>                <C>
OPERATIONS:
  Net investment income
   (loss)................  $  9,775,262  $   53,393,050    $  (16,365,803)      $  5,495,664     $   (1,160,481)
  Capital gains income...       --          130,454,479       150,932,848           --               11,566,682
  Net realized gain
   (loss) on security
   transactions..........       --             (287,760)       (3,541,507)             1,531           (301,028)
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................       --          750,363,179       201,102,863           (691,300)       129,513,479
                           ------------  --------------  ------------------   ----------------   --------------
  Net increase (decrease)
   in net assets
   resulting from
   operations............     9,775,262     933,922,948       332,128,401          4,805,895        139,618,652
                           ------------  --------------  ------------------   ----------------   --------------
UNIT TRANSACTIONS:
  Purchases..............    75,815,780     600,914,213       285,756,586          9,674,424        107,850,968
  Net transfers..........   120,297,377     671,280,081       116,427,127         20,420,247         98,345,205
  Surrenders for benefit
   payments and fees.....   (60,700,173)   (226,423,137)     (108,713,408)        (6,506,845)       (22,295,418)
  Net annuity
   transactions..........       717,935       4,552,594         2,969,562            225,614          1,399,655
                           ------------  --------------  ------------------   ----------------   --------------
  Net increase (decrease)
   in net assets
   resulting from unit
   transactions..........   136,130,919   1,050,323,751       296,439,867         23,813,440        185,300,410
                           ------------  --------------  ------------------   ----------------   --------------
  Net increase (decrease)
   in net assets.........   145,906,181   1,984,246,699       628,568,268         28,619,335        324,919,062
NET ASSETS:
  Beginning of period....   199,833,574   3,575,726,542     2,237,923,783         80,334,919        437,517,015
                           ------------  --------------  ------------------   ----------------   --------------
  End of period..........  $345,739,755  $5,559,973,241    $2,866,492,051       $108,954,254     $  762,436,077
                           ------------  --------------  ------------------   ----------------   --------------
                           ------------  --------------  ------------------   ----------------   --------------

<CAPTION>
                              INTERNATIONAL        DIVIDEND AND      INTERNATIONAL
                           OPPORTUNITIES FUND       GROWTH FUND      ADVISERS FUND
                               SUB-ACCOUNT          SUB-ACCOUNT       SUB-ACCOUNT
                           -------------------   -----------------   --------------
<S>                        <C>                   <C>                 <C>
OPERATIONS:
  Net investment income
   (loss)................      $    668,487      $       9,816,261    $ 14,628,419
  Capital gains income...        39,050,857             44,842,140       4,004,303
  Net realized gain
   (loss) on security
   transactions..........        (1,485,356)              (541,832)         13,013
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................        27,913,220            151,447,604        (335,247)
                           -------------------   -----------------   --------------
  Net increase (decrease)
   in net assets
   resulting from
   operations............        66,147,208            205,564,173      18,310,488
                           -------------------   -----------------   --------------
UNIT TRANSACTIONS:
  Purchases..............        39,589,829            264,852,722      23,124,347
  Net transfers..........        (4,225,169)           249,782,849      22,048,417
  Surrenders for benefit
   payments and fees.....       (26,163,417)           (61,426,410)     (7,181,403)
  Net annuity
   transactions..........           434,251              2,178,448          67,952
                           -------------------   -----------------   --------------
  Net increase (decrease)
   in net assets
   resulting from unit
   transactions..........         9,635,494            455,387,609      38,059,313
                           -------------------   -----------------   --------------
  Net increase (decrease)
   in net assets.........        75,782,702            660,951,782      56,369,801
NET ASSETS:
  Beginning of period....       582,668,050          1,163,455,270     144,786,406
                           -------------------   -----------------   --------------
  End of period..........      $658,450,752      $   1,824,407,052    $201,156,207
                           -------------------   -----------------   --------------
                           -------------------   -----------------   --------------
</TABLE>
<TABLE>
<CAPTION>
                              MONEY                           CAPITAL             MORTGAGE
                           MARKET FUND   ADVISERS FUND   APPRECIATION FUND    SECURITIES FUND      INDEX FUND
                           SUB-ACCOUNT    SUB-ACCOUNT       SUB-ACCOUNT         SUB-ACCOUNT       SUB-ACCOUNT
                           ------------  --------------  ------------------   ----------------   --------------
<S>                        <C>           <C>             <C>                  <C>                <C>
OPERATIONS:
  Net investment income
   (loss)................  $  7,922,137  $   35,054,512    $  (12,623,739)       $ 3,680,098     $      645,552
  Capital gains income...       --          107,409,178       112,339,947           --               19,616,096
  Net realized gain
   (loss) on security
   transactions..........       --                1,305          (119,550)            58,290            185,916
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................       --          440,215,879       223,915,112          1,886,382         62,356,292
                           ------------  --------------  ------------------   ----------------   --------------
  Net increase (decrease)
   in net assets
   resulting from
   operations............     7,922,137     582,680,874       323,511,770          5,624,770         82,803,856
                           ------------  --------------  ------------------   ----------------   --------------
UNIT TRANSACTIONS:
  Purchases..............   154,121,029     650,294,881       444,618,125         11,734,160        106,908,193
  Net transfers..........  (105,053,239)    185,059,734       111,621,605         (5,624,261)        38,286,952
  Surrenders for benefit
   payments and fees.....   (32,455,810)   (124,493,708)      (60,594,326)        (6,044,100)        (9,935,604)
  Net annuity
   transactions..........       110,035       1,689,593           689,458              5,419            151,370
                           ------------  --------------  ------------------   ----------------   --------------
  Net increase (decrease)
   in net assets
   resulting from unit
   transactions..........    16,722,015     712,550,500       496,334,862             71,218        135,410,911
                           ------------  --------------  ------------------   ----------------   --------------
  Net increase in net
   assets................    24,644,152   1,295,231,374       819,846,632          5,695,988        218,214,767
NET ASSETS:
  Beginning of period....   175,189,422   2,280,495,168     1,418,077,151         74,638,931        219,302,248
                           ------------  --------------  ------------------   ----------------   --------------
  End of period..........  $199,833,574  $3,575,726,542    $2,237,923,783        $80,334,919     $  437,517,015
                           ------------  --------------  ------------------   ----------------   --------------
                           ------------  --------------  ------------------   ----------------   --------------

<CAPTION>
                              INTERNATIONAL        DIVIDEND AND      INTERNATIONAL
                           OPPORTUNITIES FUND       GROWTH FUND      ADVISERS FUND
                               SUB-ACCOUNT          SUB-ACCOUNT       SUB-ACCOUNT
                           -------------------   -----------------   --------------
<S>                        <C>                   <C>                 <C>
OPERATIONS:
  Net investment income
   (loss)................      $ (1,712,982)     $       5,721,921    $  2,472,525
  Capital gains income...        37,513,752             15,828,765         262,472
  Net realized gain
   (loss) on security
   transactions..........           (68,174)               (12,819)          3,758
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................       (45,233,169)           182,031,024         383,378
                           -------------------   -----------------   --------------
  Net increase (decrease)
   in net assets
   resulting from
   operations............        (9,500,573)           203,568,891       3,122,133
                           -------------------   -----------------   --------------
UNIT TRANSACTIONS:
  Purchases..............       103,316,180            344,818,126      53,015,752
  Net transfers..........        21,889,359            142,586,883      20,439,056
  Surrenders for benefit
   payments and fees.....       (18,041,766)           (25,953,097)     (3,671,030)
  Net annuity
   transactions..........            39,532                343,961          63,436
                           -------------------   -----------------   --------------
  Net increase (decrease)
   in net assets
   resulting from unit
   transactions..........       107,203,305            461,795,873      69,847,214
                           -------------------   -----------------   --------------
  Net increase in net
   assets................        97,702,732            665,364,764      72,969,347
NET ASSETS:
  Beginning of period....       484,965,318            498,090,506      71,817,059
                           -------------------   -----------------   --------------
  End of period..........      $582,668,050      $   1,163,455,270    $144,786,406
                           -------------------   -----------------   --------------
                           -------------------   -----------------   --------------
</TABLE>

  *  From inception, December 22, 1997 to December 31, 1997.

<PAGE>
SA-14                                HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 SEPARATE ACCOUNT ONE
- --------------------------------------------------------------------------------
 STATEMENTS OF CHANGES IN NET ASSETS -- (CONTINUED)
 FOR THE YEAR ENDED DECEMBER 31, 1998

<TABLE>
<CAPTION>
                              SMALL        MIDCAP
                           COMPANY FUND     FUND
                           SUB-ACCOUNT   SUB-ACCOUNT
                           ------------  -----------
<S>                        <C>           <C>
OPERATIONS:
  Net investment income
   (loss)................  $(2,126,815 ) $  (602,824)
  Capital gains income...    2,433,792       --
  Net realized gain
   (loss) on security
   transactions..........      (74,920 )      (2,834)
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................   17,782,782    13,252,169
                           ------------  -----------
  Net increase (decrease)
   in net assets
   resulting from
   operations............   18,014,839    12,646,511
                           ------------  -----------
UNIT TRANSACTIONS:
  Purchases..............   37,657,549    28,291,639
  Net transfers..........   31,192,792    36,483,561
  Surrenders for benefit
   payments and fees.....   (6,343,764 )  (1,424,845)
  Net annuity
   transactions..........      298,211       109,553
                           ------------  -----------
  Net increase (decrease)
   in net assets
   resulting from unit
   transactions..........   62,804,788    63,459,908
                           ------------  -----------
  Net increase (decrease)
   in net assets.........   80,819,627    76,106,419
NET ASSETS:
  Beginning of period....  134,782,182    14,738,308
                           ------------  -----------
  End of period..........  $215,601,809  $90,844,727
                           ------------  -----------
                           ------------  -----------
</TABLE>

  *  From inception, June 1, 1998 to December 31, 1998.
 **  From inception, September 30, 1998 to December 31, 1998.

 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
 STATEMENTS OF CHANGES IN NET ASSETS -- (CONTINUED)
 FOR THE YEAR ENDED DECEMBER 31, 1997

<TABLE>
<CAPTION>
                                             SMALL         MIDCAP
                                          COMPANY FUND      FUND
                                          SUB-ACCOUNT   SUB-ACCOUNT*
                                          ------------  -------------
<S>                                       <C>           <C>
OPERATIONS:
  Net investment income (loss)..........  $  (841,931 )  $   (16,949)
  Capital gains income..................    6,247,370        --
  Net realized gain (loss) on security
   transactions.........................       (1,756 )          414
  Net unrealized appreciation
   (depreciation) of investments during
   the period...........................    2,416,430        639,685
                                          ------------  -------------
  Net increase (decrease) in net assets
   resulting from operations............    7,820,113        623,150
                                          ------------  -------------
UNIT TRANSACTIONS:
  Purchases.............................   59,848,160      7,620,550
  Net transfers.........................   42,807,593      6,536,068
  Surrenders for benefit payments and
   fees.................................   (1,723,390 )      (41,460)
  Net annuity transactions..............       14,177        --
                                          ------------  -------------
  Net increase (decrease) in net assets
   resulting from unit transactions.....  100,946,540     14,115,158
                                          ------------  -------------
  Net increase in net assets............  108,766,653     14,738,308
NET ASSETS:
  Beginning of period...................   26,015,529        --
                                          ------------  -------------
  End of period.........................  $134,782,182   $14,738,308
                                          ------------  -------------
                                          ------------  -------------
* From inception, December 22, 1997 to
 December 31, 1997.
</TABLE>

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

<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                SA-15
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                               MENTOR        MENTOR PERPETUAL       MENTOR          GLOBAL            HIGH         GROWTH AND
                           CAPITAL GROWTH      INTERNATIONAL        GROWTH       LEADERS FUND      YIELD FUND      INCOME FUND
                             SUB-ACCOUNT        SUB-ACCOUNT      SUB-ACCOUNT    SUB-ACCOUNT**    SUB-ACCOUNT**    SUB-ACCOUNT*
                           ---------------   -----------------   ------------   --------------   --------------   -------------
<S>                        <C>               <C>                 <C>            <C>              <C>              <C>
OPERATIONS:
  Net investment income
   (loss)................     $   (3,951)        $   (3,170)       $ (2,316)      $      128       $   39,679      $    13,479
  Capital gains income...       --                 --                --               29,044          --               --
  Net realized gain
   (loss) on security
   transactions..........             55                 38               2           (3,023)          (1,553)             140
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................        118,168             47,507          56,433           52,419           14,002        1,906,801
                           ---------------   -----------------   ------------   --------------   --------------   -------------
  Net increase (decrease)
   in net assets
   resulting from
   operations............        114,272             44,375          54,119           78,568           52,128        1,920,420
                           ---------------   -----------------   ------------   --------------   --------------   -------------
UNIT TRANSACTIONS:
  Purchases..............         92,146             38,705          39,810          463,522          815,158        5,482,553
  Net transfers..........      1,266,689            937,906         497,486          657,728        1,561,354        7,951,308
  Surrenders for benefit
   payments and fees.....         (2,739)            (7,999)            257              (55)          (4,986)        (109,333)
  Net annuity
   transactions..........       --                 --                --              --               --               --
                           ---------------   -----------------   ------------   --------------   --------------   -------------
  Net increase (decrease)
   in net assets
   resulting from unit
   transactions..........      1,356,096            968,612         537,553        1,121,195        2,371,526       13,324,528
                           ---------------   -----------------   ------------   --------------   --------------   -------------
  Net increase (decrease)
   in net assets.........      1,470,368          1,012,987         591,672        1,199,763        2,423,654       15,244,948
NET ASSETS:
  Beginning of period....       --                 --                --              --               --               --
                           ---------------   -----------------   ------------   --------------   --------------   -------------
  End of period..........     $1,470,368         $1,012,987        $591,672       $1,199,763       $2,423,654      $15,244,948
                           ---------------   -----------------   ------------   --------------   --------------   -------------
                           ---------------   -----------------   ------------   --------------   --------------   -------------
</TABLE>

<TABLE>
<CAPTION>
<S>                                       <C>
OPERATIONS:
  Net investment income (loss)
  Capital gains income
  Net realized gain (loss) on security
   transactions
  Net unrealized appreciation
   (depreciation) of investments during
   the period
  Net increase (decrease) in net assets
   resulting from operations
UNIT TRANSACTIONS:
  Purchases
  Net transfers
  Surrenders for benefit payments and
   fees
  Net annuity transactions
  Net increase (decrease) in net assets
   resulting from unit transactions
  Net increase in net assets
NET ASSETS:
  Beginning of period
  End of period
* From inception, December 22, 1997 to
 December 31, 1997.
</TABLE>

<PAGE>
SA-16                                HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

 SEPARATE ACCOUNT ONE
- --------------------------------------------------------------------------------
 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
 NOTES TO FINANCIAL STATEMENTS
 DECEMBER 31, 1998

 1.  ORGANIZATION:

    Separate Account One (the Account) is a separate investment account within
    Hartford Life & Annuity Insurance Company (the Company) and is registered
    with the Securities and Exchange Commission (SEC) as a unit investment trust
    under the Investment Company Act of 1940, as amended. Both the Company and
    the Account are subject to supervision and regulation by the Department of
    Insurance of the State of Connecticut and the SEC. The Account invests
    deposits by variable annuity 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 is accrued as of the ex-dividend date. Capital gains income
       represents those dividends from the Funds which are characterized as
       capital gains under tax regulations.

   b)  SECURITY VALUATION--The investments 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, 1998.

   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:

    Deduction and Charges -- Certain amounts are deducted from the Contracts on
    a monthly basis, as described below:

   a)  MORTALITY AND EXPENSE RISK CHARGES--The Company will make deductions at a
       maximum annual rate of 1.50% of the Contract's value for the mortality
       and expense risks which the Company undertakes.

   b)  TAX EXPENSE CHARGE--If applicable, the Company will make deductions at a
       maximum rate of 4.0% of the Contract's value to meet premium tax
       requirements. An additional tax charge based on a percentage of the
       Contract's value may be assessed to partial withdrawals or surrenders.
       These expenses are included in surrenders for benefit payments and fees
       in the accompanying statements of changes in net assets.

   c)  ANNUAL MAINTENANCE FEE--An annual maintenance fee in the amount of $30
       may be deducted from the Contract's value each contract year. However,
       this fee is not applicable to contracts with values of $50,000 or more,
       as determined on the most recent contract anniversary. These expenses are
       included in surrenders for benefit payments and fees in the accompanying
       statements of changes in net assets.

______________________________________ 58 ______________________________________
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                  F-1
- --------------------------------------------------------------------------------

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors of
Hartford Life and Annuity Insurance Company:

We have audited the accompanying statutory balance sheets of Hartford Life and
Annuity Insurance Company (a Connecticut Corporation and wholly owned subsidiary
of Hartford Life Insurance Company) (the Company) as of December 31, 1998 and
1997, and the related statutory statements of operations, changes in capital and
surplus, and cash flows for each of the three years in the period ended December
31, 1998. 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 of the effects of the matter discussed in the preceding
paragraph, the statutory financial statements referred to above do not present
fairly, in conformity with generally accepted accounting principles, the
financial position of the Company as of December 31, 1998 and 1997, and the
results of its operations and its cash flows for each of the three years in the
period ended December 31, 1998.

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, 1998 and 1997, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 1998 in
conformity with statutory accounting practices as described in Note 1.

                                         ARTHUR ANDERSEN LLP

Hartford, Connecticut
January 26, 1999
<PAGE>
F-2                                  HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

                                 BALANCE SHEETS
                               (STATUTORY BASIS)
                                     ($000)

<TABLE>
<CAPTION>
                                                         AS OF DECEMBER 31,
                                                      -------------------------
                                                         1998          1997
                                                      -----------   -----------
 <S>                                                  <C>           <C>
 Assets
   Bonds...........................................   $ 1,453,792   $ 1,501,311
   Common stocks...................................        40,650        64,408
   Mortgage loans..................................        59,548        85,103
   Policy loans....................................        47,212        36,533
   Cash and short-term investments.................       469,955       309,432
   Other invested assets...........................         2,188        20,942
                                                      -----------   -----------
     Total cash and invested assets................     2,073,345     2,017,729
   Investment income due and accrued...............        20,126        15,878
   Premium balances receivable.....................           333           389
   Receivables from affiliates.....................            --         1,269
   Other assets....................................        45,358        22,788
   Separate account assets.........................    32,876,278    23,208,728
                                                      -----------   -----------
     Total Assets..................................   $35,015,440   $25,266,781
                                                      -----------   -----------
                                                      -----------   -----------
 Liabilities
   Aggregate reserves for future benefits..........   $   579,140   $   605,183
   Policy and contract claims......................         5,667         5,672
   Liability for premium and other deposit funds...     2,011,672     1,795,149
   Asset valuation reserve.........................        21,782        13,670
   Payable to affiliates...........................        19,271        20,972
   Other liabilities...............................      (974,882)     (754,393)
   Separate account liabilities....................    32,876,278    23,208,728
                                                      -----------   -----------
     Total liabilities.............................    34,538,928    24,894,981
                                                      -----------   -----------
 Capital and Surplus
   Common stock....................................         2,500         2,500
   Gross paid-in and contributed surplus...........       226,043       226,043
   Unassigned funds................................       247,969       143,257
                                                      -----------   -----------
     Total capital and surplus.....................       476,512       371,800
                                                      -----------   -----------
 Total liabilities, capital and surplus............   $35,015,440   $25,266,781
                                                      -----------   -----------
                                                      -----------   -----------
</TABLE>

                 The accompanying notes are an integral part of
                  these statutory basis financial statements.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                  F-3
- --------------------------------------------------------------------------------

                            STATEMENTS OF OPERATIONS
                               (STATUTORY BASIS)
                                     ($000)

<TABLE>
<CAPTION>
                                                         FOR THE YEARS ENDED DECEMBER 31,
                                                      ---------------------------------------
                                                         1998          1997          1996
                                                      -----------   -----------   -----------
 <S>                                                  <C>           <C>           <C>
 Revenues
   Premiums and annuity considerations.............   $   469,343   $   296,645   $   250,244
   Annuity and other fund deposits.................     2,051,251     1,981,246     1,897,347
   Net investment income...........................       129,982       102,285        98,441
   Commissions and expense allowances on
    reinsurance ceded..............................       444,241       396,921       370,637
   Reserve adjustment on reinsurance ceded.........     3,185,590     3,672,076     3,864,395
   Other revenues..................................       458,190       288,632       161,906
                                                      -----------   -----------   -----------
     Total revenues................................     6,738,597     6,737,805     6,642,970
                                                      -----------   -----------   -----------
 Benefits and expenses
   Death and annuity benefits......................        43,390        66,176        60,194
   Disability and other benefit payments...........         6,114         7,316         6,555
   Surrenders......................................       739,663       454,417       270,165
   Commissions and other expenses..................       666,515       564,077       491,637
   Increase (Decrease) in aggregate reserves for
    future benefits................................       (26,043)       33,213        27,351
   Increase in liability for premium and other
    deposit funds..................................       216,523       640,006       207,156
   Net transfers to separate accounts..............     4,956,007     4,914,980     5,492,964
                                                      -----------   -----------   -----------
     Total benefits and expenses...................     6,602,169     6,680,185     6,556,022
                                                      -----------   -----------   -----------
 Net gain from operations
   Before federal income tax (benefit) expense.....       136,428        57,620        86,948
   Federal income tax (benefit) expense............        35,887       (14,878)       19,360
                                                      -----------   -----------   -----------
 Net gain from operations..........................       100,541        72,498        67,588
   Net realized capital gains, after tax...........         2,085         1,544           407
                                                      -----------   -----------   -----------
 Net income........................................   $   102,626   $    74,042   $    67,995
                                                      -----------   -----------   -----------
                                                      -----------   -----------   -----------
</TABLE>

                 The accompanying notes are an integral part of
                  these statutory basis financial statements.
<PAGE>
F-4                                  HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

                  STATEMENTS OF CHANGES IN CAPITAL AND SURPLUS
                               (STATUTORY BASIS)
                                     ($000)

<TABLE>
<CAPTION>
                                                         FOR THE YEARS ENDED DECEMBER 31,
                                                      ---------------------------------------
                                                         1998          1997          1996
                                                      -----------   -----------   -----------
 <S>                                                  <C>           <C>           <C>
 Common stock,
   Beginning and end of year.......................   $     2,500   $     2,500   $     2,500
                                                      -----------   -----------   -----------
 Gross paid-in and contributed surplus,
   Beginning and end of year.......................   $   226,043   $   226,043   $   226,043
                                                      -----------   -----------   -----------
 Unassigned funds
   Balance, beginning of year......................   $   143,257   $    74,570   $     9,791
   Net income......................................       102,626        74,042        67,995
   Change in net unrealized capital gains (losses)
    on common stocks and other invested assets.....         1,688         2,186        (5,171)
   Change in asset valuation reserve...............        (8,112)       (6,228)          568
   Change in non-admitted assets...................        (1,277)       (1,313)        1,387
   Credit on reinsurance ceded.....................         9,787            --            --
                                                      -----------   -----------   -----------
   Balance, end of year............................   $   247,969   $   143,257   $    74,570
                                                      -----------   -----------   -----------
 Capital and surplus,
   End of year.....................................   $   476,512   $   371,800   $   303,113
                                                      -----------   -----------   -----------
                                                      -----------   -----------   -----------
</TABLE>

                 The accompanying notes are an integral part of
                  these statutory basis financial statements.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                  F-5
- --------------------------------------------------------------------------------

                            STATEMENTS OF CASH FLOWS
                               (STATUTORY BASIS)
                                     ($000)

<TABLE>
<CAPTION>
                                                         FOR THE YEARS ENDED DECEMBER 31,
                                                      ---------------------------------------
                                                         1998          1997          1996
                                                      -----------   -----------   -----------
 <S>                                                  <C>           <C>           <C>
 Operations
   Premiums and annuity considerations.............   $ 2,520,655   $ 2,277,874   $ 2,147,627
   Investment income...............................       127,425       101,991       106,178
   Other income....................................     4,092,964     4,381,718     4,396,892
                                                      -----------   -----------   -----------
     Total income..................................     6,741,044     6,761,583     6,650,697
                                                      -----------   -----------   -----------
   Benefits paid...................................       790,051       529,733       338,998
   Federal income taxes (received) paid on
    operations.....................................        25,780       (14,499)       28,857
   Other expenses..................................     5,859,063     5,754,725     6,254,139
                                                      -----------   -----------   -----------
     Total benefits and expenses...................     6,674,894     6,269,959     6,621,994
                                                      -----------   -----------   -----------
     Net cash from operations......................        66,150       491,624        28,703
                                                      -----------   -----------   -----------
 Proceeds from investments
   Bonds...........................................       633,926       614,413       871,019
   Common stocks...................................        34,010        11,481        72,100
   Mortgage loans..................................        85,275            --            --
   Other...........................................           127           152            10
                                                      -----------   -----------   -----------
     Net investment proceeds.......................       753,338       626,046       943,129
                                                      -----------   -----------   -----------
   Taxes paid on capital gains.....................            --            --           936
   Other cash provided.............................         1,269            --        41,998
                                                      -----------   -----------   -----------
     Total proceeds................................       820,757     1,117,670     1,012,894
                                                      -----------   -----------   -----------
 Cost of investments acquired
   Bonds...........................................       586,913       848,267       914,523
   Common stocks...................................         7,012        28,302        82,495
   Mortgage loans..................................        59,702        85,103            --
   Other...........................................         1,168        18,548           130
                                                      -----------   -----------   -----------
     Total investments acquired....................       654,795       980,220       997,148
                                                      -----------   -----------   -----------
 Other cash applied
   Other...........................................         5,439         4,848        12,220
                                                      -----------   -----------   -----------
     Total other cash applied......................         5,439         4,848        12,220
                                                      -----------   -----------   -----------
     Total applications............................       660,234       985,068     1,009,368
                                                      -----------   -----------   -----------
 Net change in cash and short-term investments.....       160,523       132,602         3,526
 Cash and short-term investments, beginning of
  year.............................................       309,432       176,830       173,304
                                                      -----------   -----------   -----------
 Cash and short-term investments, end of year......   $   469,955   $   309,432   $   176,830
                                                      -----------   -----------   -----------
                                                      -----------   -----------   -----------
</TABLE>

                 The accompanying notes are an integral part of
                  these statutory basis financial statements.
<PAGE>
F-6                                  HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

                         NOTES TO FINANCIAL STATEMENTS
                               (STATUTORY BASIS)
                               DECEMBER 31, 1998
                 (AMOUNTS IN THOUSANDS UNLESS OTHERWISE STATED)

 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

ORGANIZATION

    Hartford Life and Annuity Insurance Company ("ILA" or "the Company"),
formerly known as ITT Hartford Life and Annuity Insurance Company, 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 basis financial statements were prepared in
conformity with statutory accounting practices prescribed or permitted by the
National Association of Insurance Commissioners ("NAIC"), the State of
Connecticut Department of Insurance and the State of Wisconsin for the 1996
period, as applicable. Certain prior year amounts and balances have been
reclassified to conform with current year presentation.

    Current prescribed statutory accounting practices include accounting
publications of the National Association of Insurance Commissioners ("NAIC"), as
well as state laws, regulations and general administrative rules. Permitted
statutory accounting practices encompass accounting practices approved by State
Insurance Departments. The Company does not follow any permitted statutory
accounting practices that have a material effect on statutory surplus, statutory
net income or risk-based capital.

    Final approval of the NAIC's proposed "Comprehensive Guide" on statutory
accounting principles was distributed in 1998. The requirements are effective
January 1, 2001, and are not expected to have a material impact on statutory
surplus of the Company.

    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
include those used in 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 for GAAP purposes;

(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;
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                  F-7
- --------------------------------------------------------------------------------

(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.,
    negative Interest Maintenance Reserve, 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 currently, or using a twenty year phase-in approach, whereas GAAP
    liabilities are recorded upon adoption of the applicable standard;

(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;
    as well as, the accounting for retroactive reinsurance which is immediately
    charged to surplus for statutory accounting purposes whereas GAAP precludes
    immediate gain recognition unless the ceding enterprise's liability to its
    policyholders is extinguished; as well as reinsurance ceded that fails to
    meet GAAP risk transfer guidelines would result in deposit accounting for
    GAAP where as for statutory, reserves ceded and assumed would be reflected
    in the statutory basis statements of operations;

(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, the significant differences
between Statutory and GAAP basis net income and capital and surplus for the
Company are as follows:

<TABLE>
<CAPTION>
                                         1998          1997          1996
                                     ------------  ------------  ------------
<S>                                  <C>           <C>           <C>
GAAP Net Income....................  $     74,525  $     58,050  $     41,202
Amortization and deferral of policy
 acquisition costs, net............      (331,882)     (345,657)     (341,571)
Change in unearned revenue
 reserve...........................        22,131         4,641        55,504
Deferred taxes.....................         2,476        47,092         2,090
Separate accounts..................       259,287       282,818       306,978
Asset impairments and
 write-downs.......................        17,250            --            --
Benefit reserve adjustment.........        32,759        24,666        (1,013)
Deposit accounting for Lyndon
 reinsurance (Note 3)..............        24,627            --            --
Other, net.........................         1,453         2,432         4,805
                                     ------------  ------------  ------------
Statutory Net Income...............  $    102,626  $     74,042  $     67,995
                                     ------------  ------------  ------------
                                     ------------  ------------  ------------
GAAP Capital and Surplus...........  $    648,097  $    570,469  $    503,887
Deferred policy acquisition
 costs.............................    (1,615,653)   (1,283,771)     (938,114)
Unearned revenue reserve...........       156,920       134,789       130,148
Deferred taxes.....................        68,936        64,522        12,823
Separate accounts..................     1,183,642       924,355       640,101
Asset impairments and
 write-downs.......................        17,250            --            --
Unrealized gains on bonds..........       (26,119)      (21,451)       (7,978)
Benefit reserve adjustment.........        65,029        16,378         7,035
Asset valuation reserve............       (21,782)      (13,670)       (7,442)
Adjustment relating to Lyndon
 contribution (Note 3).............            --       (23,671)      (36,126)
Other, net.........................           192         3,850        (1,221)
                                     ------------  ------------  ------------
Statutory Capital and Surplus......  $    476,512  $    371,800  $    303,113
                                     ------------  ------------  ------------
                                     ------------  ------------  ------------
</TABLE>

    As more fully described in Note 3, Lyndon Insurance Company (Lyndon) was
contributed to the Company on June 30, 1995. The GAAP net assets contributed
exceeded the statutory basis net assets by $41,277 as of December 31, 1995,
relating primarily to statutory reserves for future
<PAGE>
F-8                                  HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

benefits, GAAP deposit accounting receivables and deferred tax liabilities. In
1998, the majority of the former Lyndon's assumed business was recaptured by the
unaffiliated direct writer.

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 basis statements
of operations.

INVESTMENTS

    Investments in bonds are carried at amortized cost. Bonds that 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.
Short-term investments consist of money market funds and are stated at cost,
which approximates fair value. 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 Company uses a variety of derivative financial instruments as part of an
overall risk management strategy. These instruments, including interest rate and
foreign currency swaps, caps, and floors are used as a means of hedging exposure
to price, foreign currency and/or interest rate risk on planned investment
purchases or existing assets and liabilities. The Company does not hold or issue
derivative financial instruments for trading purposes. Derivatives must be
designated at inception as a hedge measured for effectiveness both at inception
and on an ongoing basis. The Company's correlation threshold for hedge
designation is 80% to 120%. If correlation, which is assessed monthly and
measured based on a rolling three month average, falls outside the 80% to 120%
range, hedge accounting will be terminated.

    Interest rate swaps involve the periodic exchange of payments without the
exchange of underlying principal or notional amounts. Net receipts or payments
are accrued and recognized over the life of the swap agreement as an adjustment
to net investment income. Should the swap be terminated the gains or losses are
adjusted into the basis of the asset or liability and amortized over the
remaining life. Should the hedged asset be sold or liability terminated without
terminating the swap position, any swap gains or losses are immediately
recognized in net investment income. Interest rate swaps purchased in
anticipation of an asset purchase ("anticipatory transaction") are recognized
consistent with the underlying asset components such that the settlement
component is recognized in the statutory basis statements of operations while
the change in market value is recognized as an unrealized gain or loss. Foreign
currency swaps are similar to interest rate swaps except there is an initial
exchange of principal in two currencies and an agreement to re-exchange the
currencies at a future date, at an agreed upon exchange rate.

    Premiums paid on purchased floor or cap agreements and the premium received
on issued cap or floor agreements (used for risk management) are adjusted into
the basis of the applicable asset and amortized over the asset life. Gains or
losses on termination of such positions are adjusted into the basis of the asset
or liability and amortized over the remaining asset life. Net payments are
recognized as an adjustment to income or basis adjusted and amortized depending
on the specific hedge strategy.

    Derivatives used to create a synthetic asset must meet synthetic accounting
criteria, including designation at inception and consistency of terms between
the synthetic and the instrument being replicated. Consistent with industry
practice, synthetic instruments are accounted for like the financial instrument
they are intended to replicate. Derivatives which fail to meet risk management
criteria subsequent to acquisition, are accounted for at fair market value with
the impact reflected in the statutory basis statements of operations.

    Open forward commitment contracts are marked to market through surplus. Such
contracts are accounted for at settlement by recording the purchase of specified
securities at the previously committed price. Gains or losses resulting from
termination of the forward commitment contracts before the delivery of the
securities are recognized immediately in the statutory basis statements of
operations as a component of Net Realized Capital Gains, after tax.

    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 $8,112 and $6,228
in 1998 and 1997, respectively and decreased $(568) in 1996. Additionally, the
Interest Maintenance Reserve ("IMR") captures net realized capital gains and
losses, net
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                  F-9
- --------------------------------------------------------------------------------

of applicable income taxes, resulting from changes in interest rates and
amortizes these gains or losses into income over the life of the mortgage loan
or bond sold. The IMR balance as of December 31, 1998 and December 31, 1997 was
$452 and $(193), respectively and is reflected in Other Liabilities and as a
component of non-admitted assets in Unassigned Funds for each of the years then
ended. For the years ended December 31, 1998, 1997 and 1996, amortization of IMR
is included in Other Revenues and was $(207), $(85) and $(392), respectively.
Realized capital gains and losses, net of taxes not included in IMR are reported
in the statutory basis statements of operations. Realized investment gains and
losses are determined on a specific identification basis.

OTHER LIABILITIES

    The amount reflected in other liabilities includes a receivable from the
separate accounts of $1,187 million and $923 million as of December 31, 1998 and
1997, respectively. The balances are classified in accordance with NAIC
prescribed practices.
MORTGAGE LOANS

    Mortgage loans, which are carried at cost and approximate fair value,
include investments in assets backed by mortgage loan pools.
 2. INVESTMENTS:

(A) COMPONENTS OF NET INVESTMENT INCOME

<TABLE>
<CAPTION>
                                      1998        1997       1996
                                   ----------  ----------  ---------
<S>                                <C>         <C>         <C>
Interest income from bonds and
 short-term investments..........  $  123,370  $  100,475  $  89,940
Interest income from policy
 loans...........................       3,133       1,958      1,846
Interest and dividends from other
 investments.....................       4,482       1,005      7,864
                                   ----------  ----------  ---------
Gross investment income..........     130,985     103,438     99,650
Less: investment expenses........       1,003       1,153      1,209
                                   ----------  ----------  ---------
Net investment income............  $  129,982  $  102,285  $  98,441
                                   ----------  ----------  ---------
                                   ----------  ----------  ---------
</TABLE>

(B) COMPONENTS OF NET UNREALIZED CAPITAL GAINS (LOSSES) ON COMMON STOCKS

<TABLE>
<CAPTION>
                                    1998       1997       1996
                                  ---------  ---------  ---------
<S>                               <C>        <C>        <C>
Gross unrealized capital gains..  $   2,204  $     537  $     713
Gross unrealized capital
 losses.........................     (1,871)    (1,820)    (4,160)
                                  ---------  ---------  ---------
Net unrealized capital
 (losses)/gains.................        333     (1,283)    (3,447)
Balance, beginning of year......     (1,283)    (3,447)     1,724
                                  ---------  ---------  ---------
Change in net unrealized capital
 gains (losses) on Common
 stocks.........................  $   1,616  $   2,164  $  (5,171)
                                  ---------  ---------  ---------
                                  ---------  ---------  ---------
</TABLE>

(C) COMPONENTS OF NET UNREALIZED CAPITAL GAINS (LOSSES) ON BONDS AND SHORT-TERM
INVESTMENTS

<TABLE>
<CAPTION>
                                   1998       1997        1996
                                ----------  ---------  ----------
<S>                             <C>         <C>        <C>
Gross unrealized capital
 gains........................  $   10,905  $  23,357  $   11,821
Gross unrealized capital
 losses.......................        (833)    (1,906)     (3,842)
                                ----------  ---------  ----------
Net unrealized capital
 gains........................      10,072     21,451       7,979
Balance, beginning of year....      21,451      7,979      20,877
                                ----------  ---------  ----------
Change in net unrealized
 capital gains on bonds and
 short-term investments.......  $  (11,379) $  13,472  $  (12,898)
                                ----------  ---------  ----------
                                ----------  ---------  ----------
</TABLE>

(D) COMPONENTS OF NET REALIZED CAPITAL GAINS (LOSSES)

<TABLE>
<CAPTION>
                                        1998       1997       1996
                                      ---------  ---------  ---------
<S>                                   <C>        <C>        <C>
Bonds and short-term investments....  $   1,314  $    (120) $   2,756
Common stocks.......................      1,624         --         --
Real estate and other...............         (1)       114         --
                                      ---------  ---------  ---------
Realized capital (losses) gains.....      2,937         (6)     2,756
Capital gains (benefit) tax.........         --       (831)       936
                                      ---------  ---------  ---------
Net realized capital gains..........      2,937        825      1,820
Amounts transferred to IMR..........        852       (719)     1,413
                                      ---------  ---------  ---------
Net realized capital gains..........  $   2,085  $   1,544  $     407
                                      ---------  ---------  ---------
                                      ---------  ---------  ---------
</TABLE>

(E) OFF-BALANCE SHEET INVESTMENTS

    The Company had no significant financial instruments with off-balance sheet
risk as of December 31, 1998.

(F) CONCENTRATION OF CREDIT RISK

    The Company has invested in securities of a single issuer, Bankers Trust
Corporation, in an amount greater than 10% of the Company's statutory capital
and surplus. The statement value of this investment was $105,221 as of December
31, 1998. The NAIC ratings on these holdings were 1z and 2. Excluding this and
U.S. government and government agency investments, the Company had no other
significant concentrations of credit risk as of December 31, 1998.

<PAGE>
F-10                                 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

(G) BONDS, SHORT-TERM INVESTMENTS AND COMMON STOCKS

<TABLE>
<CAPTION>
                                                                                         1998
                                                                   ------------------------------------------------
                                                                                 GROSS        GROSS
                                                                   AMORTIZED   UNREALIZED   UNREALIZED   ESTIMATED
                                                                      COST       GAINS        LOSSES     FAIR VALUE
                                                                   ----------  ----------   ----------   ----------
<S>                                                                <C>         <C>          <C>          <C>
U.S. government and government agencies and authorities:
  -- Guaranteed and sponsored....................................  $    4,982   $    35       $  (2)     $    5,015
  -- Guaranteed and sponsored -- asset-backed....................      75,615        --          --          75,615
States, municipalities and political subdivisions................      10,402       415          --          10,817
International governments........................................       7,466       568          --           8,034
Public utilities.................................................      94,475     1,330         (39)         95,766
All other corporate..............................................     607,679     8,473        (792)        615,360
All other corporate -- asset-backed..............................     505,900        --          --         505,900
Short-term investments...........................................     343,783        --          --         343,783
Certificates of deposit..........................................     130,216        84          --         130,300
Parents, subsidiaries and affiliates.............................     117,057        --          --         117,057
                                                                   ----------  ----------   ----------   ----------
Total bonds and short-term investments...........................  $1,897,575   $10,905       $(833)     $1,907,647
                                                                   ----------  ----------   ----------   ----------
                                                                   ----------  ----------   ----------   ----------
</TABLE>

<TABLE>
<CAPTION>
                                                                                 GROSS        GROSS
                                                                               UNREALIZED   UNREALIZED   ESTIMATED
                                                                     COST        GAINS        LOSSES     FAIR VALUE
                                                                   ---------   ----------   ----------   ----------
<S>                                                                <C>         <C>          <C>          <C>
    Common stock -- unaffiliated.................................   $ 4,933      $  290      $   (50)     $ 5,173
    Common stock -- affiliated...................................    35,384       1,914       (1,821)      35,477
                                                                   ---------   ----------   ----------   ----------
    Total common stocks..........................................   $40,317      $2,204      $(1,871)     $40,650
                                                                   ---------   ----------   ----------   ----------
                                                                   ---------   ----------   ----------   ----------
</TABLE>

<TABLE>
<CAPTION>
                                                                                         1997
                                                                   ------------------------------------------------
                                                                                 GROSS        GROSS
                                                                   AMORTIZED   UNREALIZED   UNREALIZED   ESTIMATED
                                                                      COST       GAINS        LOSSES     FAIR 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           --         26,733
International governments........................................       7,609       500           --          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        --           --         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   ESTIMATED
                                                                     COST        GAINS        LOSSES     FAIR VALUE
                                                                   ---------   ----------   ----------   ----------
<S>                                                                <C>         <C>          <C>          <C>
    Common stock -- unaffiliated.................................   $30,307       $537       $    --      $30,844
    Common stock -- affiliated...................................    35,384         --        (1,820)      33,564
                                                                   ---------     -----      ----------   ----------
    Total common stocks..........................................   $65,691       $537       $(1,820)     $64,408
                                                                   ---------     -----      ----------   ----------
                                                                   ---------     -----      ----------   ----------
</TABLE>

    The amortized cost and estimated fair value of bonds and short-term
investments as of December 31, 1998 by estimated maturity year are shown below.
Asset-backed securities, including mortgage backed securities and
collaterialized mortgage obligations, are distributed to maturity year based on
ILA's estimates of the rate of future prepayments of principal over the
remaining lives of the securities. Expected maturities differ from contractual
maturities due to call or repayment provisions.

<TABLE>
<CAPTION>
                                      AMORTIZED     ESTIMATED
             MATURITY                    COST       FAIR VALUE
- -----------------------------------  ------------  ------------
<S>                                  <C>           <C>
One year or less...................  $    788,845  $    792,826
Over one year through five years...       689,025       692,811
Over five years through ten
 years.............................       308,661       310,357
Over ten years.....................       111,044       111,653
                                     ------------  ------------
Total..............................  $  1,897,575  $  1,907,647
                                     ------------  ------------
                                     ------------  ------------
</TABLE>

<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                 F-11
- --------------------------------------------------------------------------------

    Proceeds from sales and maturities of investments in bonds and short-term
investments during 1998, 1997 and 1996 were $1,354,563, $1,435,820 and
$1,139,073, respectively, resulting in gross realized gains of $1,705, $964 and
$3,675, respectively, and gross realized losses of $391, $1,084 and $919,
respectively, before transfers to IMR.

(H) FAIR VALUE OF FINANCIAL INSTRUMENTS BALANCE SHEET ITEMS (IN MILLIONS):

<TABLE>
<CAPTION>
                                                1998                        1997
                                     --------------------------  --------------------------
                                       CARRYING     ESTIMATED      CARRYING     ESTIMATED
                                        AMOUNT      FAIR VALUE      AMOUNT      FAIR VALUE
                                     ------------  ------------  ------------  ------------
<S>                                  <C>           <C>           <C>           <C>
ASSETS
  Bonds and short-term
   investments.....................  $     1,898   $     1,908   $     1,779   $     1,800
  Common stocks....................           41            41            64            64
  Policy loans.....................           47            47            37            37
  Mortgage loans...................           60            60            85            85
  Other invested assets............            2             2            21            21
LIABILITIES
  Liabilities on investment
   contracts.......................  $     2,053   $     2,129   $     1,911   $     1,835
</TABLE>

    The estimated fair value of bonds and short-term investments was determined
by the Company primarily using NAIC market values. The carrying amounts for
policy loans approximates fair value. The fair value of mortgage loans was
determined by discounting future expected cash flows using interest rates
currently being offered for similar loans. The fair value of liabilities on
investment contracts is determined by forecasting future cash flows and
discounting the forecasted cash flows at current market interest rates.

 3. AGGREGATE RESERVES FOR FUTURE BENEFITS

    The Company's existing reserves consist of life, health, annuity and
supplementary contracts. The Company cedes and assumes insurance to and from
non-affiliated insurers in order to limit its maximum loss. Such transfers do
not relieve the Company or the unaffiliated reinsured of their primary
liabilities. The Company cedes to RGA Reinsurance Company and its affiliate
Employers Reassurance Corporation, on a modified coinsurance basis, 80% of the
variable annuity business written since 1994 and 100% of the variable life and
variable universal life excess sales load refund obligation effective 1998.
There were no material reinsurance recoverables from reinsurers outstanding as
of, and for the years ended, December 31, 1998 and 1997.

    A summary of reinsurance information as of and for the years ended December
31, follows:
<TABLE>
<CAPTION>
1998                                    DIRECT       ASSUMED        CEDED          NET
- -----------------------------------  ------------  ------------  ------------  ------------
<S>                                  <C>           <C>           <C>           <C>
Premium and Annuity
 Considerations....................  $    483,328  $     24,954  $    (38,939) $    469,343
Death, Annuity, Disability and
 Other Benefits....................  $     64,331  $      1,574  $    (16,401) $     49,504
Surrenders.........................  $    739,663  $         --  $         --  $    739,663
Aggregate Reserves for Future
 Benefits..........................  $    713,425  $         --  $   (134,285) $    579,140
Policy and Contract Claims.........  $      5,895  $         85  $       (313) $      5,667

<CAPTION>

1997                                    DIRECT       ASSUMED        CEDED          NET
- -----------------------------------  ------------  ------------  ------------  ------------
<S>                                  <C>           <C>           <C>           <C>
Premium and Annuity
 Considerations....................  $    266,427  $     51,630  $    (21,412) $    296,645
Death, Annuity, Disability and
 Other Benefits....................  $     79,779  $        839  $     (7,126) $     73,492
Surrenders.........................  $    454,417  $         --  $         --  $    454,417
Aggregate Reserves for Future
 Benefits..........................  $    651,820  $         --  $    (46,637) $    605,183
Policy and Contract Claims.........  $      5,861  $        157  $       (346) $      5,672
<CAPTION>

1996                                    DIRECT       ASSUMED        CEDED          NET
- -----------------------------------  ------------  ------------  ------------  ------------
<S>                                  <C>           <C>           <C>           <C>
Premium and Annuity
 Considerations....................  $    226,612  $     33,817  $    (10,185) $    250,244
Death, Annuity, Disability and
 Other Benefits....................  $     34,950  $     35,138  $     (3,339) $     66,749
Surrenders.........................  $    270,165  $         --  $         --  $    270,165
</TABLE>

    In connection with the distribution described in Note 1, on June 30, 1995,
the assets of Lyndon were contributed to the Company. The statutory basis assets
in excess of statutory basis liabilities was approximately $112 million and was
reflected as an increase in Gross Paid-In and Contributed Surplus at December
31, 1995. In 1998, the majority of former Lyndon's assumed business was
recaptured by the unaffiliated direct writer. A ceding commission of $25,622 and
change in reserve of $26,404 for the year ended December 31, 1998, is reflected
in Other Revenue and Increase/(Decrease) in Aggregate Reserves for Future
Benefits in the statutory basis statements of operations, respectively.
<PAGE>
F-12                                 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

    Analysis of Annuity Actuarial Reserves and Deposit Liabilities by Withdrawal
Characteristics as of December 31, 1998 (including general and separate account
liabilities) are as follows:

<TABLE>
<CAPTION>
                                                          % OF
SUBJECT TO DISCRETIONARY WITHDRAWAL:        AMOUNT        TOTAL
- ---------------------------------------  -------------  ---------
<S>                                      <C>            <C>
With market value adjustment...........  $       4,563       0.0%
At book value less current surrender
 charge of 5% or more..................      1,378,056       4.1%
At market value........................     31,087,511      93.8%
                                         -------------  ---------
Total with adjustment or at market
 value.................................     32,470,130      97.9%
At book value without adjustment
 (minimal or no charge or
 adjustment)...........................        665,159       2.0%
Not subject to discretionary
 withdrawal............................         19,739       0.1%
                                         -------------  ---------
Reinsurance ceded......................     33,155,028
    Total, net.........................  $  33,155,028
                                         -------------
                                         -------------
</TABLE>

 4. RELATED PARTY TRANSACTIONS:

    Transactions between the Company and its affiliates within The Hartford
relate principally to tax settlements, reinsurance, rental and service fees,
capital contributions and payments of dividends. The Company has also invested
in bonds of its affiliates, Hartford Financial Services Corporation and HL
Investment Advisors, Inc., and common stock of its subsidiary, ITT Hartford
Life, LTD.

 5. 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 filing separate Federal, state and local
income tax returns.

    As long as The Hartford continues to own 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 intention of The Hartford and
its non-life subsidiaries to file a single consolidated Federal income tax
return. The life insurance companies will file a separate consolidated Federal
income tax return. Federal income taxes (received) paid by the Company for
operations and capital gains were $25,780, $(14,499) and $29,793 in 1998, 1997
and 1996, respectively. The effective tax rate was 26%, (26)% and 22% in 1998,
1997 and 1996, respectively.

    The Company is currently under audit by the Internal Revenue Service (IRS)
for the three year tax period ending 1995. The audit is not yet complete. As of
December 31, 1998, the Company does not currently expect any material
adjustments to arise from this audit.

    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>
                                              1998       1997       1996
                                            ---------  ---------  ---------
<S>                                         <C>        <C>        <C>
Tax provision at U.S. Federal statutory
 rate.....................................  $      48  $      20  $      30
Tax deferred acquisition costs............         25         25         27
Statutory to tax reserve differences......          8          1         --
Unrealized gain on separate accounts......        (41)       (44)       (21)
Investments and other.....................         (4)       (17)       (17)
                                            ---------  ---------  ---------
Federal income tax (benefit) expense......  $      36  $     (15) $      19
                                            ---------  ---------  ---------
                                            ---------  ---------  ---------
</TABLE>

 6.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 generally
restricted to the greater of 10% of surplus as of the preceding December 31st or
the net gain from operations for the previous year. Dividends are paid as
determined by the Board of Directors and are not cumulative. No dividends were
paid in 1998, 1997 and 1996. The amount available for dividend in 1999 is
$100,541.

 7. PENSION PLANS AND OTHER POST-RETIREMENT AND POST-EMPLOYMENT BENEFITS:

    HLI'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. HLI'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, as amended, and the maximum amount that can be deducted
for U.S. Federal income tax purposes. Generally, pension costs are funded
through the purchase of affiliated group pension contracts. The cost to HLI was
approximately $9,000 in 1998 and $7,000 in both 1997 and 1996.

    HLI also provides, through The Hartford, certain health care and life
insurance benefits for eligible retired employees. A substantial portion of
HLI's employees may become eligible for these benefits upon retirement. HLI's
contribution for health care benefits will depend on the retiree's date of
retirement and years of service. In addition, the plan has a defined dollar cap
which limits average company contributions. HLI 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. Postretirement health
care and life insurance
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                 F-13
- --------------------------------------------------------------------------------

benefits expense, allocated by The Hartford, was immaterial to the results of
operations for 1998, 1997 and 1996.

    The assumed rate in the per capita cost of health care (the health care
trend rate) was 7.8% for 1998, decreasing ratably to 5.0% in the year 2003.
Increasing the health care trend rates by one percent per year would have an
immaterial impact on the accumulated postretirement benefit obligation and the
annual expense. To the extent that the actual experience differs from the
inherent assumptions, the effect will be amortized over the average future
service of covered employees.

 8. SEPARATE ACCOUNTS:

    The Company maintains separate account assets and liabilities totaling $32.9
billion and $23.2 billion as of December 31, 1998 and 1997, 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
$360 million, $252 million and $144 million in 1998, 1997 and 1996,
respectively, and are recorded as a component of other revenues on the statutory
basis statements of operations.

 9. COMMITMENTS AND CONTINGENCIES:

    As of December 31, 1998, 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 pending and threatened litigation in
the normal course of its business in which claims for monetary and punitive
damages have been asserted. Although there can be no assurances, at the present
time the Company does not anticipate that the ultimate liability arising from
such pending or threatened litigation, after consideration of provisions made
for potential losses and costs of defense, will have a material adverse effect
on the statutory capital and surplus of the Company.

    As discussed in Note 5, issues may potentially be raised by the IRS in
future audits of open years. Management does not believe that possible audit
adjustments will have a material effect on the statutory capital and surplus of
the Company.

    Under insurance guaranty fund laws in each state, insurers licensed to do
business 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 $1,043, $1,544 and $1,262 in 1998, 1997 and
1996, respectively. ILA incurred guaranteed fund expense of $548 in 1998, 1997
and 1996.
<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 Hartford Life and Annuity
               Insurance Company ("Hartford") authorizing the establishment of
               the Separate Account.(1)

          (2)  Not Applicable.

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

          (3)  (b)  Form of Dealer Agreement.(2)

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

          (5)  Form of Application.(1)

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

          (6)  (b)  Bylaws of Hartford.(1)

          (7)  Form of Reinsurance Agreement.

          (8)  Not applicable.

          (9)  Opinion and Consent of Lynda Godkin, Senior Vice President,
               General Counsel and Corporate Secretary.
________________________
(1)   Incorporated by reference to Post-Effective Amendment No. 2, to the
      Registration Statement File No. 33-73568, dated May 1, 1995.

(2)  Incorporated by reference to Post-Effective Amendment No. 3, to the
     Registration Statement File No. 33-73568, dated April 29, 1996.

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

<PAGE>

          (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, AGE                      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
- --------------------------------------------------------------------------------
 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 above
individuals is P.O. Box 2999, Hartford, CT  06104-2999.

*Denotes Board of Directors.

                                     -2-

<PAGE>

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 July 31, 1999, there were 292,412 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.
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

                                     -3-

<PAGE>

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
          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")

                                     -4-

<PAGE>

          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 Company - 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
          Robert A. Kerzner             Executive Vice President
          Lynda Godkin                  Senior Vice President, General Counsel
                                          and Corporate Secretary, Director
          Peter W. Cummins              Senior Vice President
          David T. Foy                  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

          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.

                                     -5-

<PAGE>

Item 31.  Management Services

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

Item 32.  Undertakings

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

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

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

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

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


                                     -6-

<PAGE>

                                     SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant 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 17th
day of September, 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,
   Director *
Lynda Godkin, Senior Vice President,
   General Counsel, and Corporate Secretary,      By: /s/ Marianne O'Doherty
   Director *                                        --------------------------
Thomas M. Marra, Executive Vice                       Marianne O'Doherty
   President, Director*                               Attorney-in-Fact
Lowndes A. Smith, President and                   Dated:  September 17, 1999
   Chief Executive Officer, Director *
David M. Znamierowski, Senior Vice President,
   Director*


<PAGE>

                                    EXHIBIT INDEX


(7)  Form of Reinsurance Agreement.

(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) Power of Attorney.

(16) Organizational Chart.


<PAGE>


                             REINSURANCE AGREEMENT




                                    between





                                [CEDING COMPANY]





                                      and





                                  [REINSURER]


<PAGE>


                                     INDEX

<TABLE>
<CAPTION>
                                                                           ARTICLE      PAGE
                                                                           -------      ----
<S>                                                                        <C>          <C>
Access to Records                                                            XII         7
Amounts at Risk                                                               II         1
Arbitration                                                                 XVII         8
Automatic Excess Reinsurance                                                 III         2
Claims                                                                       VII         5
Currency                                                                     XIV         7
DAC Tax Regulation Election                                                XVIII         9
Delays, Errors, or Omissions                                                XIII         7
Effective Date; Term and Termination                                         XIX        10
Extra Contractual Obligations                                                 IX         6
Hold Harmless                                                                 XV         8
Insolvency                                                                   XVI         8
Liability of Reinsurer                                                        IV         3
Litigation                                                                     X         6
Notices                                                                       XX        13
Offset                                                                        XI         7
Parties to the Agreement                                                       I         1
Premium Accounting                                                            VI         4
Reinsurance Premiums                                                           V         3
Reserves                                                                    VIII         5
</TABLE>


                                    SCHEDULES

         A        Maximum Limits of Reinsurance in Reinsurer
         B        Policy Forms and Funds Subject to this Reinsurance Agreement
         C        Definition of Guaranteed Minimum Death Benefit
         D        Reinsurance Premium Rates
         E        Reporting Format Description


                                                                               2

<PAGE>



                              REINSURANCE AGREEMENT
                         (hereinafter called Agreement)

                                     between

                                [CEDING COMPANY]

                       (hereinafter called Ceding Company)

                                       and

                                   [REINSURER]

                         (hereinafter called Reinsurer)

It is agreed by the two companies as follows:

                       ARTICLE I PARTIES TO THE AGREEMENT

This Agreement shall be binding upon and shall inure solely to the benefit of
Ceding Company and Reinsurer. This Agreement shall not and is not intended to
create any right or interest in any third party and shall not and is not
intended to create any legal relationship between either party and any third
party, including, without limitation, annuitants, insureds, certificate
holders, employees, dependents, beneficiaries, policy owners, applicants or
assignees under any policy or contract issued by Ceding Company.

                           ARTICLE II AMOUNTS AT RISK

A.   The reinsurance death benefit is the excess of the guaranteed minimum death
     benefit over the contract surrender value. At issue, the guaranteed minimum
     death benefit is equal to the initial premium. Once every year thereafter,
     on the contract anniversary, prior to certificate or contract owner
     attained age 81, the guaranteed minimum death benefit is reset to the then
     current contract value, if this value exceeds the current guaranteed
     minimum death benefit.

B.   The Contract Value represents the owner's invested assets in the funds in
     Schedule B as it appears in the records of Ceding Company before
     application of any contingent deferred sales charge on any given date. The
     Surrender Value is defined as the Contract Value less any contingent
     deferred sales charge. The charge is a percentage of the amount surrendered
     (not to exceed the aggregate amount of the premium payments made) and
     equals:


                                                                               3

<PAGE>


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

C.   The Net Amount At Risk, is equal to the guaranteed minimum death benefit
     less the Surrender Value at the end of each calendar month. The Net Amount
     At Risk cannot fall below zero.

                    ARTICLE III AUTOMATIC EXCESS REINSURANCE

A.   On and after the Effective Date of this Agreement, subject to the terms,
     conditions and limitations set forth in this Agreement and the Schedules
     attached to and made a part hereof, Ceding Company shall cede and the
     Reinsurer shall accept Ceding Company's guaranteed death benefit liability
     under the Variable Annuity Contracts, as described in Article II A.

B.   This Agreement covers only Ceding Company's liability for claims paid under
     Variable Annuity Contracts written on forms and investment in funds which
     were reviewed by the Reinsurer prior to their issuance. Forms, as
     supplemented by additional materials, and funds available as of the date of
     this Agreement are listed on Schedule B, attached hereto and made a part
     hereof. If Ceding Company intends to cede to Reinsurer liability with
     respect to a new form or fund, or a revised version of an approved form or
     fund, the following applies:

          a)  new or revised forms that do not materially impact the guaranteed
              minimum death benefit risk, shall be submitted to Reinsurer by
              Ceding Company as a revised Schedule B to be included in this
              Agreement. A form that contains no change in the guaranteed
              minimum death benefit calculation and surrender charges no greater
              than those shown in Article II paragraph B will be deemed to have
              no material impact on the guaranteed minimum death benefit risk;

          b)  new or revised forms or funds that materially impact the
              guaranteed minimum death benefit risk shall be subject to the
              approval of Reinsurer. Reinsurer shall have no change in liability
              until written notice is provided to Ceding Company that such new
              or revised forms or funds are acceptable. If Reinsurer fails to
              provide written notice of acceptance within thirty (30) days, such
              changes shall be considered to have been approved.


                                                                               4

<PAGE>


                        ARTICLE IV LIABILITY OF REINSURER

Reinsurer's liability for reinsurance under this Agreement shall follow that of
Ceding Company in every case, and be subject in all respects to the general
stipulations, terms, clauses, conditions, waivers and modifications of the
Variable Annuity Contracts.

In no event shall Reinsurer have any reinsurance liability unless the Variable
Annuity Contract issued by Ceding Company is in force and the underwriting and
issuance of coverage by Ceding Company constitutes the doing of business in a
state of the United States of America or in territories of the United States of
America in which Ceding Company is properly licensed and authorized to do
business.

                         ARTICLE V REINSURANCE PREMIUMS

The monthly premiums for reinsurance subject to the terms and conditions of this
Agreement shall be calculated as the average of the reinsurance premiums using
the Net Amount at Risk as of the end of the prior month and the reinsurance
premium using the Net Amount at Risk as of the end of the current month by
applying the YRT rates set forth in Schedule D, subject to the following:

A.   The reinsurance premiums shall be based on the older of contract owner and
     annuitant at the time the Net Amount at Risk is calculated. Ceding Company
     shall determine the age at the time it prepares the monthly exposure data
     submission for the variable annuity guaranteed death benefit, as set forth
     in Schedule E, attached hereto.

B.   The premium for each calendar month will be at least equivalent to the
     Monthly Average Contract Value times the minimum premium rate as shown in
     paragraphs D and E below. The Monthly Average Contract Value is the average
     of the contract values at the end of the current calendar month and the end
     of the prior calendar month. The Monthly Contract Value times the minimum
     premium rate will be remitted to Reinsurer in advance for the current
     month, at the time of settlement for the prior month.

C.   The premium for each calendar month will be no more than the monthly
     Average Contract Value times the maximum premium rate as shown in
     paragraphs D and E below. Basis points (bps) shown below are monthly.

D.   [Premium rate schedules]


                          ARTICLE VI PREMIUM ACCOUNTING

Ceding Company shall forward to Reinsurer within 30 days of the end of the
reporting period a monthly statement substantially similar to that set forth in
Schedule E. Reinsurance premiums submitted by Ceding Company shall be net of
claims incurred. If a balance is due Reinsurer, Ceding Company shall remit any
balance due for the prior


                                                                              5

<PAGE>


month along with an advance premium for the current month, in accordance with
Article V.

                               ARTICLE VII CLAIMS

A.   Ceding Company is solely responsible for payment of its claims under the
     Variable Annuity Contracts, policies, master contracts or certificates
     identified on Schedule B. Ceding Company shall provide Reinsurer with proof
     of claim, proof of claim payment and any other claim documentation
     requested by Reinsurer. Reinsurance premiums submitted by Ceding Company
     shall be net of claims incurred. If a balance is due Ceding Company,
     Reinsurer shall remit payment within thirty (30) calendar days following
     receipt of the monthly reinsurance statement, as set forth in Schedule E.

B.   Ceding Company shall notify Reinsurer of its intentions to contest,
     compromise, or litigate a claim involving reinsurance.


                              ARTICLE VIII RESERVES

The reserve held by Reinsurer for reinsurance of the variable annuity death
benefit will be determined as follows:

Contracts issued on or after [Date]

The minimum of the amount calculated by Ceding Company or the recognized
statutory required reserve. Not to exceed the following:

1. Create artificial one (1) year exposures based on a 1/3 drop in all funds
   (excluding fixed and money market funds), with no recovery for twelve (12)
   months.
2. Apply annual mortality rates from the 1980 CSO mortality table.
3. Ignore the benefit of reinsurance premium.

Contracts issued on or before [Date]

The minimum of the amount calculated by Ceding Company or the recognized
statutory required reserve. Not to exceed the following:

[Date] Year End -- [ %] of the reserve and [Date] Year End -- [ %] of the
reserve calculated using the following method:

1. Create artificial one (1) year exposures based on the following fund
   performance:
      (a)  [  %] drop in equity funds, with no recovery for twelve (12) months
      (b)  [  %] drop in debt funds, with no recovery for twelve (12) months


                                                                              6

<PAGE>

2. Apply the annual mortality rates from the [Date] Group Annuity Mortality
   Table, loaded [  %].

3. Ignore the benefit of reinsurance premium.

[Date] Year End and beyond -- [  %] of the reserve calculated using the same
method as contracts issued on or after [Date].

                    ARTICLE IX EXTRA CONTRACTUAL OBLIGATIONS

A. In no event shall Reinsurer be liable for extra contractual damages
   (whether they constitute Compensatory damages, Statutory penalties,
   Exemplary or Punitive damages) which are awarded against Ceding Company as
   a result of an act, omission or course of conduct by Ceding Company in
   connection with policies subject to this Agreement, unless the Reinsurer
   shall have received notice of an concurred with the actions taken or not
   taken by Ceding Company which led to its liability, in which case the
   Reinsurer shall pay its share of such liability. For this purpose, the
   Reinsurer's share shall be proportionate with its risk under the business
   reinsured hereunder.

B. The following definitions shall apply:

      (1)  Punitive damages and Exemplary damages are those damages awarded as a
           penalty, the amount of which is not governed nor fixed by statute.

      (2)  Statutory penalties are those amounts which are awarded as a penalty,
           but fixed in amount by statute.

      (3)  Compensatory damages are those amounts awarded to compensate for the
           actual damages sustained and are not awarded as a penalty nor fixed
           in amount by statute.

                              ARTICLE X LITIGATION

A.   In the event of any action brought against Ceding Company related to the
     guaranteed minimum death benefit risk under any Underlying Annuity Contract
     that is subject to the terms and conditions of this Agreement, Ceding
     Company shall provide a copy of such action and written notice of such
     action within two (2) business days to Reinsurer. If Reinsurer is a party
     to action brought against Ceding Company, Ceding Company shall seek
     agreement by Reinsurer on the selection and appointment of local counsel to
     represent Ceding Company in such action.

B.   Ceding Company and Reinsurer agree that all litigation costs, excluding the
     salaries of employees of Ceding Company and Reinsurer, shall be borne by
     Ceding Company. However, if Ceding Company and Reinsurer agree to jointly
     defend any litigation, litigation costs will be borne in proportion to the
     net liability borne by each party.



                                                                              7

<PAGE>
                                ARTICLE XI OFFSET

Either party shall have, and may exercise at any time, and from time-to-time,
the right to offset any balance or amounts whether on account of premiums or on
account of losses or otherwise, due from one party to the other under the terms
of this Agreement. However, in the event of insolvency of Ceding Company subject
to the provisions of Article XVI, offset shall only be allowed in accordance
with the statutes and/or regulations of the state having jurisdiction over the
insolvency.

                          ARTICLE XII ACCESS TO RECORDS

Reinsurer, or its duly authorized representative, shall have access (at any
reasonable time) to all records of Ceding Company (including the right to
photocopy documents) which pertain in any way to this reinsurance. The right of
access shall continue for twelve (12) months following the termination of this
Agreement.


                    ARTICLE XIII DELAYS, ERRORS OR OMISSIONS

No accidental delay, errors or omissions on the part of Ceding Company shall
relieve Reinsurer of liability provided such delay, errors or omissions are
rectified as soon as possible after discovery. However, Reinsurer shall not be
liable with respect to any reinsurance which may have been inadvertently
included in the premium computation, but which ought not to have been included
by reason of the terms and conditions of this Agreement. It is expressly
understood and agreed that if failure to comply with any terms of this Agreement
is hereby shown to be unintentional or the result of misunderstanding or
oversight on the part of either party, both parties shall be restored to the
position they would have occupied had no such error or oversight occurred,
subject always to the correction of the error or oversight.

                              ARTICLE XIV CURRENCY

All retentions and limits hereunder are expressed in United States dollars and
all premium and loss payments shall be made in United States currency. For the
purposes of this Agreement, amounts paid or received by Reinsurer in any other
currency shall be converted into United States dollars at the rates of exchange
on the date such transactions are entered on the books of Reinsurer.

                            ARTICLE XV HOLD HARMLESS

A.   Reinsurer shall indemnify and hold Ceding Company harmless from any and all
     liability, loss, damage, fines, punitive damages, penalties and costs,
     including expenses and attorney's fees, which results from any negligence
     or willful misconduct of Reinsurer in fulfilling its duties and obligations
     under this Agreement or which results from any action which exceeds its
     authority under this Agreement.


                                                                              8

<PAGE>

B.   Ceding Company shall indemnify and hold Reinsurer harmless from any and all
     liability, loss, damage, fines, punitive damages, penalties and costs,
     including expenses and attorney's fees, which results from any negligence
     or willful misconduct of Ceding Company in fulfilling its duties and
     obligations under this Agreement or which results from any action which
     exceeds its authority under this Agreement.

                             ARTICLE XVI INSOLVENCY

In the event of insolvency of Ceding Company, the reinsurance under this
Agreement shall be payable directly by Reinsurer to Ceding Company or to its
liquidator, receiver, conservator or statutory successor on the basis of
Reinsurer's liability to Ceding Company without diminution because of the
insolvency of Ceding Company or because the liquidator, receiver, conservator or
statutory successor of Ceding Company has failed to pay all or a portion of any
claim. It is agreed, however, that the liquidator, receiver, conservator or
statutory successor of Ceding Company shall give prompt written notice to
Reinsurer of the pendency of a claim against Ceding Company within a reasonable
time after such claim is filed in the receivership, conservation, insolvency or
liquidation proceeding and that during the pendency of such claim, Reinsurer may
investigate such claim and interpose, at its own expense, in the proceeding
where such claim is to be adjudicated, any defense or defenses that it may deem
available to Ceding Company or its liquidator, receiver, conservator or
statutory successor. The expense thus incurred by Reinsurer shall be chargeable,
subject to the approval of the Court, against Ceding Company as part of the
expense of conservation or liquidation to the extend of a pro-rata share of the
benefit which may accrue to Ceding Company solely as a result of the defense
undertaken by Reinsurer.

Where two or more reinsurers are involved in the same claim and a majority in
interest elect to interpose to such claim, the expense shall be apportioned in
accordance with the terms of this Agreement as though such expense had been
incurred by Ceding Company.

                            ARTICLE XVII ARBITRATION

A.   As a condition precedent to any right of action hereunder, any dispute
     between the parties with respect to the interpretation of this Agreement
     or any right, obligation or liability of either party, whether such dispute
     arises before or after termination of this Agreement, shall be submitted to
     arbitration upon the written request of either party.  Each party shall
     select an arbitrator within thirty (30) days of the written request for
     arbitration.  If either party refuses or neglects to appoint an arbitrator
     within thirty (30) days of the written request for arbitration, the other
     party may appoint the second arbitrator.  The two arbitrators shall select
     an umpire within thirty (30) days of the appointment of the second
     arbitrator.  If the two arbitrators fail to agree on the selection of the
     umpire within thirty (30) days of the appointment of the second arbitrator,
     each arbitrator shall submit to the other a list of three umpire
     candidates, each arbitrator shall select one name from the list submitted
     by the other and the


                                                                              9

<PAGE>

     umpire shall be selected from the two names chosen by a lot drawing
     procedure to be agreed upon by the arbitrators.

B.   The arbitrators and the umpire all shall be active or retired,
     disinterested executive officers of insurance or reinsurance companies.

C.   The arbitration panel shall interpret this Agreement as an honorable
     engagement rather than merely as a legal obligation and shall make its
     decision considering the custom and practice of the applicable insurance
     and reinsurance business. The arbitration panel is released from judicial
     formalities and shall not be bound by strict rules of procedure and
     evidence.

D.   The decision of the arbitration panel shall be final and binding on both
     parties. The arbitration panel may, at its discretion, award costs and
     expenses as it deems appropriate, including, but not limited to, attorneys'
     fees and interest. Judgment may be entered upon the final decision of the
     arbitration panel in any court of competent jurisdiction.

E.   All meetings and hearings before the arbitration panel shall take place in
     Hartford, Connecticut unless some other place is mutually agreed upon the
     parties.

F.   Each party shall bear the expense of its own arbitrator and shall jointly
     and equally bear with the other party the expenses of the umpire and of the
     arbitration.


                    ARTICLE XVIII DAC TAX REGULATION ELECTION

Reinsurer and Ceding Company hereby agree to make an election pursuant to
Internal Revenue Code Regulations Section 1.848-2(g)(8). This election shall be
effective for all taxable years for which the Reinsurance Agreement remains in
effect.

The terms used in this article are defined by reference to Regulation Section
1.848.2 promulgated on December 28, 1992.

Reinsurer and Ceding Company agree that the entity with net positive
consideration for the reinsurance agreement for each taxable year will
capitalize specified policy acquisition expenses with respect to the reinsurance
agreement without regard to the general deductions limitation of Section
848(c)(1) of the Internal Revenue Code of 1986, as amended.

Reinsurer and Ceding Company agree to exchange information pertaining to the
amount of net consideration under the reinsurance agreement each year to ensure
consistency. To achieve this, Ceding Company shall provide Reinsurer with a
schedule of its calculation of the net consideration for all reinsurance
agreements in force between them for a taxable year by no later than [Date] of
the succeeding year. Reinsurer shall advise Ceding Company if it disagrees with
the amounts provided by no later than [Date],


                                                                             10

<PAGE>

otherwise the amounts will be presumed correct and shall be reported by both
parties in their respective tax returns for such tax year. If Reinsurer
contests Ceding Company's calculation of the net consideration, the Parties
agree to act in good faith to resolve any differences within thirty (30) days
of the date Reinsurer submits its alternative calculation and report the
amounts agreed upon in their respective tax returns for such tax year.

Reinsurer represents and warrants that it is subject to U. S. taxation under
either Subchapter L or Subpart F of Part III of Subchapter N of the Internal
Revenue Code of 1986, as amended.

                ARTICLE XIX EFFECTIVE DATE; TERM AND TERMINATION

A.   The effective date of this Agreement is [Date]. This Agreement remains
     effective for all annuity contracts subject to this Agreement written by
     Ceding Company for three (3) years from the effective date, unless
     terminated pursuant to the paragraphs listed below:

B.   Either Reinsurer or Ceding Company shall have the option of terminating
     this agreement with ninety (90) calendar days written notice to the other
     party for new business anytime on or after the end of the three (3) year
     period.

C.   Once each calendar year, Ceding Company shall have the option to recapture
     existing contracts beginning with the twentieth (20) anniversary of their
     reinsurance hereunder. Recapture must be made on an issue year basis, and
     no contracts can be recaptured unless all contracts with earlier years are
     recaptured.

D.   Reinsurer shall have the option of terminating this Agreement upon delivery
     of thirty (30) calendar days written notice to Ceding Company, within
     thirty (30) days of the happening of any of the following events:

FOR NEW AND EXISTING BUSINESS:

       (1)  Ceding Company's A. M. BEST rating is reduced to a "C" or lower.

       (2)  Ceding Company is placed upon a "watch list" by its domiciliary
            state's insurance regulators;

       (3)  An order appointing a receiver, conservator or trustee for
            management of Ceding Company is entered or a proceeding is commenced
            for rehabilitation, liquidation, supervision or conservation of
            Ceding Company;

       (4)  The Securities and Exchange Commission revokes the authority of
            Ceding Company to conduct business;


                                                                             11

<PAGE>

       (5)  Failure by Ceding Company to pay premium in accordance with Article
            V.  If, during the thirty (30) days notice period, Reinsurer
            receives all premiums in arrears and all premiums which may become
            due within the thirty (30) days notice period, the notice of
            termination shall be deemed withdrawn.  In the event of termination
            under this paragraph, this Agreement may be reinstated upon the
            written consent of Reinsurer if, at any time within sixty (60) days
            of termination, Ceding Company pays and Reinsurer receives all
            premiums due with interest thereon and payable up to the date of
            reinstatement.  (Please refer to paragraph J below for the interest
            calculation description).

E.   Ceding Company shall have the option of terminating this Agreement upon
     delivery of thirty (30) calendar days written notice to Reinsurer, within
     thirty (30) days of the happening of any of the following events:

FOR NEW AND EXISTING BUSINESS:

(1)     Reinsurer's A. M. BEST rating is reduced to a "B++" or lower;

(2)     Reinsurer is placed upon a "watch list" by its domiciliary state's
        insurance regulators;

(3)     An order appointing a receiver, conservator or trustee for management
        of Reinsurer is entered or a proceeding is commenced for
        rehabilitation, liquidation, supervision or conservation of Reinsurer;

F.   If this Agreement is terminated for new and existing business, Reinsurer
     shall be relieved of all liability to Ceding Company for claims incurred
     following the termination date of this Agreement under such Underlying
     Annuity Contracts issued by Ceding Company, and

G.   If this Agreement is terminated for new business only, Reinsurer will
     remain liable, after termination, in accordance with the terms and
     conditions of this Agreement, with respect to all reinsurance effective
     prior to termination of the Agreement for new business.

H.   Both parties shall continue to be entitled to all offset credits provided
     by Article XI up to the effective date of termination.

I.   Ceding Company shall not have the right to assign or transfer any portion
     of the rights, duties and obligations of Ceding Company under the terms and
     conditions of this Agreement without the written approval of Reinsurer.

J.   In the event of reinstatement as described in paragraph D above, there will
     be an interest charge at the three (3) month LIBOR Rate (as published in
     the Wall Street Journal), plus 1%, determined on the first business day
     following the end of the 30-


                                                                             12

<PAGE>

     day notice period. The settlement is considered overdue at the end of the
     30-day notice period and interest shall commence from the overdue date.

                               ARTICLE XX NOTICES

All notices required to be given hereunder shall be in writing and shall be
deemed delivered if personally delivered, sent via facsimile, or dispatched by
certified or registered mail, return receipt requested, postage prepaid,
addressed to the parties as follows:

                  [Name and Address of Ceding Company]

                  [Name and Address of Reinsurer]

Notice shall be deemed given on the date it is received in the mail or sent via
facsimile in accordance with the foregoing. Any party may change the address to
which to send notices by notifying the other party of such change of address in
writing in accordance with the foregoing.

This Agreement constitutes the entire contract between the parties and shall be
deemed to have been made under and governed by the laws of the State of
Connecticut. Any amendment or modification hereto shall be in writing, endorsed
upon or attached hereto and signed by both Ceding Company and Reinsurer.

In witness thereof, the parties hereto have caused this Agreement to be signed
in duplicate on the dates indicated to be effective as of the date specified
above.


                            CEDING COMPANY

Date:                       By:
     ---------------------     -----------------------------

                            REINSURER

Date:                       By:
     ---------------------     -----------------------------



                                                                             13

<PAGE>



                                   SCHEDULE A

                   Maximum Limits of Reinsurance in Reinsurer


The maximum purchase amount issued on the life of each insured*:

                                        [$       ]

The total purchase amount is the sum of all premium contributions for each
contract in which the insured is the owner or annuitant. For purchase amounts in
excess of the maximum, Reinsurer's death benefit liability will be reduced by
the ratio of purchase amounts in excess of the maximum to the total purchase
amounts.










*The insured is defined as the first to die of the owner and the annuitant.


                                                                             14

<PAGE>



                                   SCHEDULE B

             Contracts and Funds Subject to this Reinsurance Agreement

Form Number                Policy Description                    Date
- -----------                ------------------                    ----



FUNDS:

a) Fixed Accounts on the above forms
b) Variable Accounts as listed below:


Fund Description
- ----------------


                                                                             15

<PAGE>

                                   SCHEDULE C

                        GUARANTEED MINIMUM DEATH BENEFIT

A. Ceding Company will determine the Guaranteed Minimum Death Benefit for
each deceased within seven (7) working days of written notice of death.

The guaranteed minimum death benefit will have the meaning described in the
attached policy form [        ].


                                                                             16

<PAGE>



                                   SCHEDULE D

                        Monthly Reinsurance Premium Rates
                        For Inforce Business as of [Date]

                                 Exposure Based
                              Per [$     ] Exposed

<TABLE>
<CAPTION>
                AGES                               MALE                                FEMALE
- ------------------------------------- ----------------------------------- -----------------------------------
<S>                                   <C>                                 <C>
               < 35
- ------------------------------------- ----------------------------------- -----------------------------------
               35-39
- ------------------------------------- ----------------------------------- -----------------------------------
               40-44
- ------------------------------------- ----------------------------------- -----------------------------------
               45-49
- ------------------------------------- ----------------------------------- -----------------------------------
               50-54
- ------------------------------------- ----------------------------------- -----------------------------------
               55-59
- ------------------------------------- ----------------------------------- -----------------------------------
               60-64
- ------------------------------------- ----------------------------------- -----------------------------------
               65-69
- ------------------------------------- ----------------------------------- -----------------------------------
               70-74
- ------------------------------------- ----------------------------------- -----------------------------------
               75-79
- ------------------------------------- ----------------------------------- -----------------------------------
               80-84
- ------------------------------------- ----------------------------------- -----------------------------------
               85-89
- ------------------------------------- ----------------------------------- -----------------------------------
</TABLE>


                                                                             17

<PAGE>

                                                                      Exhibit 9

                                                                [LOGO]
                                                                [HARTFORD LIFE]

September 17, 1999

                                                 LYNDA GODKIN
                                                 SENIOR VICE PRESIDENT, GENERAL
                                                 COUNSEL & CORPORATE SECRETARY

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
     File No. 33-73568

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 flexible 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
September 17, 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>

                                                                     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. 33-73568 for Hartford Life and Annuity Insurance
Company Separate Account One on Form N-4.


                                   /s/ Arthur Andersen LLP
Hartford, Connecticut
September 16, 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)
                                                                |
                                                                |
                                                                |
        -------------------------------------------------------------------------------------------------------------------------
        |          |       |              |                   |                |               |             |             |
  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)
                                                                |
     ----------------------------------------------------------------------------------------------------------------------------
     |           |                                              |
     |           |                                         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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