ITT HARTFORD LIFE & ANNUITY INSURANCE CO SEPARATE ACCOUNT ON
N-4/A, 2000-05-01
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<PAGE>

     As filed with the Securities and Exchange Commission on May 1, 2000.
                                                             File No. 333-95781
                                                                      811-07426

                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D. C. 20549

                                  FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                     [X]

       Pre-Effective Amendment No.  _2_                                     [X]
       Post-Effective Amendment No. ___                                     [ ]

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

       Amendment No. _58_                                                   [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)

Approximate Date of Proposed Public Offering: As soon as practicable after the
effective date of the registration statement.

The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration shall become effective on such
date as the Commission, acting pursuant to Section 8(a), may determine.

<PAGE>



CROSS REFERENCE SHEET
Pursuant To Rule 495(A)



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

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

2.   Definitions                   Glossary of Special Terms

3.   Synopsis or Highlights        Summary

4.   Condensed Financial           Yield Information
     Information

5.   General Description of        Hartford Life and Annuity Insurance Company,
     Registrant                    The Separate  Account, The Fixed Account,
                                   and The Funds

6.   Deductions                    Contract Charges

7.   General Description of        The Contract, The Separate Account, The
     Annuity Contracts             Fixed Account, and Surrenders

8.   Annuity Period                Settlement Provisions

9.   Death Benefit                 Death Benefits

10.  Purchases and Contract Value  The Contract, The Contract Offered, 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 to
     Statement of Additional       Statement of Additional
     Information                   Information

15.  Cover Page                    Part B; Statement of Additional
                                   Information

16.  Table of Contents             Table of Contents

17.  General Information and       Summary
     History

<PAGE>

18.  Services                      None

19.  Purchase of Securities        Distribution of Contracts
     being Offered

20.  Underwriters                   Distribution of Contracts

21.  Calculation of Performance     Calculation of Yield and Return
     Data

22.  Annuity Payments               Settlement Provisions

23.  Financial Statements           Financial Statements

24.  Financial Statements and       Financial Statements and
     Exhibits                       Exhibits

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

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

27.  Number of Contract Owners      Number of Contract Owners

28.  Indemnification                Indemnification

29.  Principal Underwriters         Principal Underwriters

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

31.  Management Services            Management Services

32.  Undertakings                   Undertakings

<PAGE>












                                  Part A

<PAGE>

<TABLE>
<S>                                                           <C>
[PRODUCT NAME]
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]
</TABLE>

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

This prospectus describes information you should know before you purchase the
[Product Name] variable annuity. Please read it carefully.

[Product Name] 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
as part of your Registered Representative's Wrap Fee Program. 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 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 HEALTH HLS FUND SUB-ACCOUNT which purchases shares of
  Class IA of Hartford Global Health HLS Fund of Hartford Series Fund, Inc.

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

- - HARTFORD GLOBAL TECHNOLOGY HLS FUND SUB-ACCOUNT which purchases shares of
  Class IA of Hartford Global Technology HLS Fund of Hartford
  Series Fund, Inc.

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

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

- - 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 which 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.

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: MAY 10, 2000


STATEMENT OF ADDITIONAL INFORMATION DATED: MAY 10, 2000

<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
- ----------------------------------------------------------------------
HIGHLIGHTS                                                       10
- ----------------------------------------------------------------------
GENERAL CONTRACT INFORMATION                                     11
- ----------------------------------------------------------------------
  Hartford Life and Annuity Insurance Company                    11
- ----------------------------------------------------------------------
  The Separate Account                                           11
- ----------------------------------------------------------------------
  The Funds                                                      11
- ----------------------------------------------------------------------
PERFORMANCE RELATED INFORMATION                                  13
- ----------------------------------------------------------------------
THE CONTRACT                                                     14
- ----------------------------------------------------------------------
  Purchases and Contract Value                                   14
- ----------------------------------------------------------------------
  Charges and Fees                                               15
- ----------------------------------------------------------------------
  Death Benefit                                                  16
- ----------------------------------------------------------------------
  Surrenders                                                     18
- ----------------------------------------------------------------------
ANNUITY PAYOUTS                                                  20
- ----------------------------------------------------------------------
OTHER PROGRAMS AVAILABLE                                         22
- ----------------------------------------------------------------------
OTHER INFORMATION                                                22
- ----------------------------------------------------------------------
  Legal Matters and Experts                                      23
- ----------------------------------------------------------------------
  More Information                                               23
- ----------------------------------------------------------------------
FEDERAL TAX CONSIDERATIONS                                       23
- ----------------------------------------------------------------------
TABLE OF CONTENTS TO STATEMENT OF ADDITIONAL INFORMATION         27
- ----------------------------------------------------------------------
APPENDIX I -- INFORMATION REGARDING TAX-QUALIFIED RETIREMENT
  PLANS                                                          28
- ----------------------------------------------------------------------
APPENDIX II -- OPTIONAL DEATH BENEFIT -- EXAMPLES                31
- ----------------------------------------------------------------------
</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.

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 the
Annuity Calculation Date.

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, Connecticut
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.

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 COMMENCEMENT DATE: The date we start to make 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.
This amount is calculated using the Assumed Investment Return for variable
dollar amount Annuity Payouts or the underlying rate of return for fixed dollar
amount 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.

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.

GENERAL ACCOUNT: This account holds our company assets and any assets not
allocated to a Separate Account. The assets in this account are available to the
creditors of Hartford.

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 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.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                    5
- --------------------------------------------------------------------------------

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.

QUALIFIED CONTRACT: A Contract that is defined as a tax-qualified retirement
plan in the Code.

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 (1)

<TABLE>
<CAPTION>
 -----------------------------------------------------------------------------
 <S>                                                                 <C>
 SALES CHARGE IMPOSED ON PURCHASES (as a percentage of Premium
   Payments)                                                             None
 -----------------------------------------------------------------------------
 CONTINGENT DEFERRED SALES CHARGE (as a percentage of amounts
   Surrendered)                                                          None
 -----------------------------------------------------------------------------
 ANNUAL MAINTENANCE FEE (2)                                               $30
 -----------------------------------------------------------------------------
 SEPARATE ACCOUNT ANNUAL EXPENSES (as a percentage of average daily
   Sub-Account Value)
     Mortality and Expense Risk Charge                                   0.40%
 -----------------------------------------------------------------------------
     Total Separate Account Annual Expenses                              0.40%
 -----------------------------------------------------------------------------
 OPTIONAL CHARGES (as a percentage of average daily Sub-Account
   Value)
     Optional Death Benefit Charge                                       0.15%
 -----------------------------------------------------------------------------
     Total Separate Account Annual Expenses with the Optional Death
      Benefit Charge                                                     0.55%
 -----------------------------------------------------------------------------
</TABLE>

(1) When you sign up for the Wrap Fee Program, your Registered Representative
    will explain any fee and charges associated with the Program that you may
    have to pay. These fees and the expenses are separate from and in addition
    to the fees described in this prospectus that Hartford deducts for your
    annuity.

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

The purpose of the Fee Table and Examples is to assist you in understanding
various costs and expenses that you will pay directly or indirectly. The Fee
Table 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 of the Fund's Year End
                        (As a percentage of net assets)

<TABLE>
<CAPTION>
                                                                                       TOTAL FUND
                                                                                        OPERATING
                                                                         OTHER          EXPENSES
                                                   MANAGEMENT FEES     EXPENSES      (INCLUDING ANY
                                                   (INCLUDING ANY   (INCLUDING ANY   WAIVERS AND ANY
                                                      WAIVERS)      REIMBURSEMENTS)  REIMBURSEMENTS)
 <S>                                              <C>               <C>             <C>
 ----------------------------------------------------------------------------------------------------
 Hartford Advisers HLS Fund                               0.63%          0.02%              0.65%
 ----------------------------------------------------------------------------------------------------
 Hartford Bond HLS Fund                                   0.49%          0.03%              0.52%
 ----------------------------------------------------------------------------------------------------
 Hartford Capital Appreciation HLS Fund                   0.64%          0.02%              0.66%
 ----------------------------------------------------------------------------------------------------
 Hartford Dividend and Growth HLS Fund                    0.65%          0.03%              0.68%
 ----------------------------------------------------------------------------------------------------
 Hartford Global Health HLS Fund (1)                      0.85%          0.25%              1.10%
 ----------------------------------------------------------------------------------------------------
 Hartford Global Leaders HLS Fund                         0.74%          0.12%              0.86%
 ----------------------------------------------------------------------------------------------------
 Hartford Global Technology HLS Fund (1)                  0.85%          0.25%              1.10%
 ----------------------------------------------------------------------------------------------------
 Hartford Growth and Income HLS Fund                      0.78%          0.04%              0.82%
 ----------------------------------------------------------------------------------------------------
 Hartford High Yield HLS Fund                             0.66%          0.06%              0.72%
 ----------------------------------------------------------------------------------------------------
 Hartford Index HLS Fund                                  0.40%          0.03%              0.43%
 ----------------------------------------------------------------------------------------------------
 Hartford International Advisers HLS Fund                 0.76%          0.09%              0.85%
 ----------------------------------------------------------------------------------------------------
 Hartford International Opportunities HLS Fund            0.69%          0.09%              0.78%
 ----------------------------------------------------------------------------------------------------
 Hartford MidCap HLS Fund                                 0.76%          0.03%              0.79%
 ----------------------------------------------------------------------------------------------------
 Hartford Money Market HLS Fund                           0.45%          0.02%              0.47%
 ----------------------------------------------------------------------------------------------------
 Hartford Mortgage Securities HLS Fund                    0.45%          0.03%              0.48%
 ----------------------------------------------------------------------------------------------------
 Hartford Small Company HLS Fund                          0.75%          0.03%              0.78%
 ----------------------------------------------------------------------------------------------------
 Hartford Stock HLS Fund                                  0.46%          0.02%              0.48%
 ----------------------------------------------------------------------------------------------------
</TABLE>

(1) Hartford Global Health HLS Fund and Hartford Global Technology HLS Fund are
    new Funds. Total Fund Operating Expenses are based on annualized estimates
    of such expenses to be incurred during the current fiscal year.
<PAGE>
8                                    HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

EXAMPLE

THE FOLLOWING EXAMPLE ASSUMES THE OPTIONAL DEATH BENEFIT IS NOT SELECTED:

<TABLE>
<CAPTION>
                 If you Surrender your Contract at the     If you annuitize your Contract at the   If you do not Surrender your
                 end of the applicable time period you     end of the applicable time period you   Contract, you would pay the
                 would pay the following expenses on       would pay the following expenses on     following expenses on a $1,000
                 a $1,000 investment, assuming a 5%        a $1,000 investment, assuming a 5%      investment, assuming a 5% annual
                 annual return on assets:                  annual return on assets:                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>
 -----------------------------------------------------------------------------------------------------------------------------------
 Hartford
   Advisers HLS
   Fund            $11       $35       $ 61       $136       $11      $35      $ 61       $135      $11     $35      $ 61     $136
 -----------------------------------------------------------------------------------------------------------------------------------
 Hartford Bond
   HLS Fund        $10       $31       $ 54       $121       $ 9      $31      $ 54       $120      $10     $31      $ 54     $121
 -----------------------------------------------------------------------------------------------------------------------------------
 Hartford
   Capital
   Appreciation
   HLS Fund        $11       $36       $ 62       $137       $11      $35      $ 61       $136      $11     $36      $ 62     $137
 -----------------------------------------------------------------------------------------------------------------------------------
 Hartford
   Dividend and
   Growth HLS
   Fund            $12       $36       $ 63       $139       $11      $36      $ 62       $138      $12     $36      $ 63     $139
 -----------------------------------------------------------------------------------------------------------------------------------
 Hartford Global
   Health HLS
   Fund            $16       $50        N/A        N/A       $15      $49       N/A        N/A      $16     $50       N/A      N/A
 -----------------------------------------------------------------------------------------------------------------------------------
 Hartford Global
   Leaders HLS
   Fund            $14       $42       $ 73       $160       $13      $41      $ 72       $159      $14     $42      $ 73     $160
 -----------------------------------------------------------------------------------------------------------------------------------
 Hartford Global
   Technology
   HLS Fund        $16       $50        N/A        N/A       $15      $49       N/A        N/A      $16     $50       N/A      N/A
 -----------------------------------------------------------------------------------------------------------------------------------
 Hartford Growth
   and Income
   HLS Fund        $13       $41       $ 71       $155       $13      $40      $ 70       $154      $13     $41      $ 71     $155
 -----------------------------------------------------------------------------------------------------------------------------------
 Hartford High
   Yield HLS
   Fund            $12       $38       $ 65       $144       $11      $37      $ 65       $143      $12     $38      $ 65     $144
 -----------------------------------------------------------------------------------------------------------------------------------
 Hartford Index
   HLS Fund        $ 9       $29       $ 49       $110       $ 9      $28      $ 49       $109      $ 9     $29      $ 49     $110
 -----------------------------------------------------------------------------------------------------------------------------------
 Hartford
   International
   Advisers HLS
   Fund            $13       $42       $ 72       $159       $13      $41      $ 72       $158      $13     $42      $ 72     $159
 -----------------------------------------------------------------------------------------------------------------------------------
 Hartford
   International
   Opportunities
   HLS Fund        $13       $40       $ 68       $151       $12      $39      $ 68       $150      $13     $40      $ 68     $151
 -----------------------------------------------------------------------------------------------------------------------------------
 Hartford MidCap
   HLS Fund        $13       $40       $ 69       $152       $12      $39      $ 68       $151      $13     $40      $ 69     $152
 -----------------------------------------------------------------------------------------------------------------------------------
 Hartford Money
   Market HLS
   Fund            $10       $30       $ 52       $115       $ 9      $29      $ 51       $114      $10     $30      $ 52     $115
 -----------------------------------------------------------------------------------------------------------------------------------
 Hartford
   Mortgage
   Securities
   HLS Fund        $10       $30       $ 52       $116       $ 9      $29      $ 52       $115      $10     $30      $ 52     $116
 -----------------------------------------------------------------------------------------------------------------------------------
 Hartford Small
   Company HLS
   Fund            $13       $40       $ 68       $151       $12      $39      $ 68       $150      $13     $40      $ 68     $151
 -----------------------------------------------------------------------------------------------------------------------------------
 Hartford Stock
   HLS Fund        $10       $30       $ 52       $116       $ 9      $29      $ 52       $115      $10     $30      $ 52     $116
 -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

THE FOLLOWING EXAMPLE ASSUMES THE OPTIONAL DEATH BENEFIT IS SELECTED:
<TABLE>
<CAPTION>
                               If you Surrender your Contract at the     If you annuitize your Contract at the
                               end of the applicable time period you     end of the applicable time period you
                               would pay the following expenses on       would pay the following expenses on
                               a $1,000 investment, assuming a 5%        a $1,000 investment, assuming a 5%
                               annual return on assets:                  annual return on assets:
 SUB-ACCOUNT                    1 YEAR   3 YEARS   5 YEARS   10 YEARS     1 YEAR   3 YEARS   5 YEARS   10 YEARS
 <S>                           <C>      <C>       <C>       <C>          <C>      <C>       <C>       <C>
 ---------------------------------------------------------------------------------------------------------------
 Hartford Advisers HLS Fund      $13       $40      $  70      $153        $ 12      $40      $  69      152
 ---------------------------------------------------------------------------------------------------------------
 Hartford Bond HLS Fund          $12       $36      $  63      $138        $ 11      $35      $  62      $137
 ---------------------------------------------------------------------------------------------------------------
 Hartford Capital Appreciation
   HLS Fund                      $13       $41      $  70      $154        $ 12      $40      $  69      $153
 ---------------------------------------------------------------------------------------------------------------
 Hartford Dividend and Growth
   HLS Fund                      $13       $41      $  71      $156        $ 13      $40      $  70      $156
 ---------------------------------------------------------------------------------------------------------------
 Hartford Global Health HLS
   Fund                          $18       $54        N/A      N/A         $ 17      $54        N/A      N/A
 ---------------------------------------------------------------------------------------------------------------
 Hartford Global Leaders HLS
   Fund                          $15       $47      $  81      $177        $ 14      $46      $  80      $176
 ---------------------------------------------------------------------------------------------------------------
 Hartford Global Technology
   HLS Fund                      $18       $54        N/A      N/A         $ 17      $54        N/A      N/A
 ---------------------------------------------------------------------------------------------------------------
 Hartford Growth and Income
   HLS Fund                      $15       $46      $  79      $172        $ 14      $45      $  78      $171
 ---------------------------------------------------------------------------------------------------------------
 Hartford High Yield HLS Fund    $14       $42      $  73      $161        $ 13      $42      $  73      $160
 ---------------------------------------------------------------------------------------------------------------
 Hartford Index HLS Fund         $11       $33      $  58      $128        $ 10      $33      $  57      $127
 ---------------------------------------------------------------------------------------------------------------
 Hartford International
   Advisers HLS Fund             $15       $46      $  80      $176        $ 14      $46      $  80      $175
 ---------------------------------------------------------------------------------------------------------------
 Hartford International
   Opportunities HLS Fund        $14       $44      $  77      $168        $ 14      $44      $  76      $167
 ---------------------------------------------------------------------------------------------------------------
 Hartford MidCap HLS Fund        $14       $45      $  77      $169        $ 14      $44      $  76      $168
 ---------------------------------------------------------------------------------------------------------------
 Hartford Money Market HLS
   Fund                          $11       $35      $  60      $132        $ 10      $34      $  59      $131
 ---------------------------------------------------------------------------------------------------------------
 Hartford Mortgage Securities
   HLS Fund                      $11       $35      $  60      $133        $ 11      $34      $  60      $133
 ---------------------------------------------------------------------------------------------------------------
 Hartford Small Company HLS
   Fund                          $14       $44      $  77      $168        $ 14      $44      $  76      $167
 ---------------------------------------------------------------------------------------------------------------
 Hartford Stock HLS Fund         $11       $35      $  60      $133        $ 11      $34      $  60      $133
 ---------------------------------------------------------------------------------------------------------------

<CAPTION>
                                If you do not Surrender your
                                Contract, you would pay the
                                following expenses on a $1,000
                                investment, assuming a 5% annual
                                return on assets:
 SUB-ACCOUNT                    1 YEAR  3 YEARS  5 YEARS  10 YEARS
 <S>                            <C>     <C>      <C>      <C>
 -----------------------------
 Hartford Advisers HLS Fund       $13     $40      $ 70     $153
 -----------------------------
 Hartford Bond HLS Fund           $12     $36      $ 63     $138
 -----------------------------
 Hartford Capital Appreciation
   HLS Fund                       $13     $41      $ 70     $154
 -----------------------------
 Hartford Dividend and Growth
   HLS Fund                       $13     $41      $ 71     $156
 -----------------------------
 Hartford Global Health HLS
   Fund                           $18     $54       N/A      N/A
 -----------------------------
 Hartford Global Leaders HLS
   Fund                           $15     $47      $ 81     $177
 -----------------------------
 Hartford Global Technology
   HLS Fund                       $18     $54       N/A      N/A
 -----------------------------
 Hartford Growth and Income
   HLS Fund                       $15     $46      $ 79     $172
 -----------------------------
 Hartford High Yield HLS Fund     $14     $42      $ 73     $161
 -----------------------------
 Hartford Index HLS Fund          $11     $33      $ 58     $128
 -----------------------------
 Hartford International
   Advisers HLS Fund              $15     $46      $ 80     $176
 -----------------------------
 Hartford International
   Opportunities HLS Fund         $14     $44      $ 77     $168
 -----------------------------
 Hartford MidCap HLS Fund         $14     $45      $ 77     $169
 -----------------------------
 Hartford Money Market HLS
   Fund                           $11     $35      $ 60     $132
 -----------------------------
 Hartford Mortgage Securities
   HLS Fund                       $11     $35      $ 60     $133
 -----------------------------
 Hartford Small Company HLS
   Fund                           $14     $44      $ 77     $168
 -----------------------------
 Hartford Stock HLS Fund          $11     $35      $ 60     $133
 ----------------------------------------------------------------------------
</TABLE>
<PAGE>
10                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

HIGHLIGHTS

HOW DO I PURCHASE THIS ANNUITY?
This Annuity is only offered through a Wrap Fee Program available at your
brokerage firm.

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 $10,000 and subsequent Premium Payments must be at least $500, unless you
take advantage of our InvestEase-Registered Trademark- Program 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. 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.

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 different 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 is subtracted daily and is equal to an
annual charge of 0.40% of your Contract Value invested in the Funds.

The second type of charge is the fee you pay for the Funds. Please 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, we will subtract an additional charge
on a daily basis until we begin making Annuity Payouts which is equal to an
annual charge of .15% of your Contract Value invested in the Funds.

When you sign up for the Wrap Fee Program, your Registered Representative will
explain any fee and charges associated with the Program that you may have to
pay. These fees and the expenses are separate from and in addition to the fees
described in this prospectus that Hartford deducts for your annuity.

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
Payments for a Period Certain, Life Annuity with Payments for a Period Certain
or Joint and Last Survivor Life Annuity with Payments for a Period Certain
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.

Since this Annuity is part of a Wrap Fee Program, you might have to pay
Surrender charges associated with that program if you Surrender your annuity. We
don't expect that you will pay any fees or expenses associated with the Wrap Fee
Program by taking partial Surrenders from your annuity. If you do, you may have
to pay income tax on the money you use to pay these fees, and, if you are under
age 59 1/2, you may have to pay an income tax penalty.

WILL HARTFORD PAY A DEATH BENEFIT?
Your Contract has a Death Benefit which is equal to the amount payable under the
standard Death Benefit or the Interest Accumulation Death Benefit ("Optional
Death Benefit"). We pay the Death Benefit if the Contract Owner, joint owner or
Annuitant, die before we begin to make annuity payments. The 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. We
calculate the Death Benefit as of the date we receive a certified death
certificate or other legal document acceptable to us.

The Death Benefit will be the greater of:

- - the total Premium Payments you have made to us minus the dollar amount of any
  partial Surrenders;

- - 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, the Death Benefit will be the greater
of:

- - the total Premium Payments you have made to us minus the dollar amount of any
  partial Surrenders;

- - the Contract Value of your annuity;

- - your Maximum Anniversary Value or

- - your Interest Accumulation Value.

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

The Optional Death Benefit calculation will be different if you add the Optional
Death Benefit after you purchase this Annuity.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   11
- --------------------------------------------------------------------------------

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: Life Annuity, Life Annuity with a Cash Refund, Life
Annuity with Payments for a Period Certain, Joint and Last Survivor Life
Annuity, Joint and Last Survivor Life Annuity with Payments for Period Certain
and Payments for a Period Certain. We may make other Annuity Payout Options
available at any time.


You must begin to take payouts by the Annuitant's 90th birthday or the end of
the 10th Contract Year, whichever is later unless you elect a later date to
begin receiving payments subject to the laws and regulations then in effect and
our approval. If you do not tell us what Annuity Payout Option you want before
that time, we will make payments under the Life Annuity with Payments for a ten
year Period Certain Annuity Payout Option.

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          8/1/99         AA       Insurer financial strength
- --------------------------------------------------------------------------------
 Duff & Phelps              7/1/99         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 SEC 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 your benefit and the benefit of other Contract Owners, and
  the persons entitled to the payouts 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 that
  holds assets of other variable annuity contracts 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

Hartford HLS 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 Hartford HLS Funds. Wellington Management Company, LLP
("Wellington Management") and Hartford Investment Management Company ("HIMCO")
serve as sub-investment advisors and provide day to day investment services.

Each Hartford HLS Fund, except for Hartford Global Health HLS Fund, Hartford
Global Leaders HLS Fund, Hartford Global Technology HLS Fund, Hartford Growth
and Income HLS Fund and Hartford High Yield HLS Fund, is a separate Maryland
corporation registered with the Securities and Exchange Commission as an
open-end management investment company. Hartford Global Leaders HLS Fund,
Hartford Growth and Income HLS Fund and 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. Hartford Global Health HLS Fund and Hartford Global
Technology HLS Fund are non-diversified series of Hartford Series Fund, Inc. 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 are more fully described in
the accompanying Funds' prospectus and Statement of Additional Information,
which may be ordered 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:
<PAGE>
12                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

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 HEALTH HLS FUND -- Seeks long-term capital appreciation by
investing in equity securities of health care companies worldwide. Sub-advised
by Wellington Management.

HARTFORD GLOBAL LEADERS HLS FUND -- Seeks growth of capital by investing
primarily in equity securities issued by 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 GLOBAL TECHNOLOGY HLS FUND -- Seeks long-term capital appreciation by
investing in equity securities technology companies worldwide. 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 or rising dividends. Sub-advised by Wellington Management.

HARTFORD HIGH YIELD HLS FUND -- Seeks high current income by investing in
non-investment 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 MidCap 400 Index. 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.

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. 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.

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

* 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                                   13
- --------------------------------------------------------------------------------
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 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.

ADMINISTRATIVE SERVICES -- Hartford has entered into agreements with the
investment advisers or distributors of many of the Funds. Under the terms of
these agreements, Hartford provides administrative services and the Funds pay a
fee to Hartford that is usually based on an annual percentage of the average
daily net assets of the Funds. These arrangements may be different for each Fund
or each Fund family.

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 inception of the Separate Account 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.

In addition to the standardized total return, the Sub-Account may advertise a
NON-STANDARDIZED TOTAL RETURN that predates the inception of the Separate
Account. 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
Annual Maintenance Fee is not deducted. Therefore, non-standardized total return
for a Sub-Account is higher than standardized total return for a Sub-Account.
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.
<PAGE>
14                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

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, as part of a Wrap Fee Program 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.

If you are purchasing the Contract for use in an IRA or other qualified
retirement plan, you should consider other features of the Contract besides tax
deferral, since any investment vehicle used within an IRA or other qualified
plan receives tax deferred treatment under the Code.

HOW DO I PURCHASE A CONTRACT?

This Annuity is only offered through a Wrap Fee Program available at your
brokerage firm.

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 $10,000. 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-Registered Trademark-
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 90 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 invested on the next Valuation Day. If we receive your subsequent
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 you 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 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
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   15
- --------------------------------------------------------------------------------
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 adjusted for the number of days in
  the period, and any other applicable charge, including any Optional Death
  Benefit charge.

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 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
Owner's 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.

TELEPHONE AND INTERNET TRANSFERS -- In most states, you can make transfers:

- - By calling us at (800) 862-6668

- - Electronically, when available, by the Internet through our website at
  http://online.hartfordlife.com

Transfer instructions received by telephone on any Valuation Day before the
close of the New York Stock Exchange will be carried out that day. Otherwise,
the instructions will be carried out at the close of the New York Stock Exchange
on the next Valuation Day.

Transfer instructions you send electronically are considered to be received by
Hartford at the time and date stated on the electronic acknowledgement Hartford
returns to you. If the time and date indicated on the acknowledgement is before
the close of the New York Stock Exchange on a Valuation Day, the instructions
will be carried out that day. Otherwise, the instructions will be carried out at
the close of the New York Stock Exchange the next Valuation Day. If you do not
receive an electronic acknowledgement, you should telephone us as soon as
possible.

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.

Telephone or Internet transfer requests may currently only be cancelled by
calling us at (800) 862-6668 before the close of the New York Stock Exchange.

Hartford, our agents or our affiliates are NOT responsible for losses resulting
from telephone or electronic requests that we believe are genuine. We will use
reasonable procedures to confirm that instructions received by telephone or
through our website are genuine, including a requirement that contract owners
provide certain identification information, including a personal identification
number. We record all telephone transfer instructions. We reserve the right to
suspend, modify, or terminate telephone or electronic transfer privileges 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 from your
designated third party, subject to any transfer restrictions in place, 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 4 charges and fees associated with the Contract and the Optional Death
Benefit charge:

1.  MORTALITY AND EXPENSE RISK CHARGE

For assuming risks under the Contract, we will deduct a daily charge at the
annual rate of 0.40% of Contract Value (estimated at 0.30% for mortality and
0.10% for expenses).

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.
<PAGE>
16                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

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. The risk that we
bear during this period is that actual mortality rates may be lower than
anticipated.

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 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.

2.  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.

3.  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.

4.  CHARGES AGAINST THE FUNDS

The Separate Account purchases shares of the Funds at net asset value. The net
asset value of the Fund shares 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 CHARGE -- If you elect the Optional Death Benefit, we
will subtract an additional charge on a daily basis until we begin to make
Annuity Payouts which is equal to an annual charge of .15% of your Contract
Value invested in the Funds.

WRAP FEE PROGRAM CHARGES -- There are fees and charges associated with your Wrap
Fee Program which are separate from and in addition to the charges described in
this prospectus that Hartford deducts for your annuity. Your Registered
Representative will be able to describe these fees and charges to you.

WE MAY OFFER, IN OUR DISCRETION, REDUCED FEES AND CHARGES INCLUDING, BUT NOT
LIMITED TO THE MORTALITY AND EXPENSE RISK CHARGE, OPTIONAL DEATH BENEFIT 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?

Your Contract has a Death Benefit which is equal to the amounts payable under
the standard Death Benefit or the Optional Death Benefit. We pay the Death
Benefit if the Contract Owner, joint owner or Annuitant, die before we begin to
make annuity payments. The 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. We calculate the Death Benefit as of the
date we receive a certified death certificate or other legal document acceptable
to us.

The Death Benefit will be the greater of:

- - the total Premium Payments you have made to us minus the dollar amount of any
  partial Surrenders;

- - 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
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   17
- --------------------------------------------------------------------------------
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 resulting from this series of
calculations.

If you elect the Optional Death Benefit, the Death Benefit will be the greater
of:

- - the total Premium Payments you have made to us minus the dollar amount of any
  Partial Surrenders;

- - the Contract Value of your annuity;

- - your Maximum Anniversary Value or

- - your Interest Accumulation Value described below.

The Interest Accumulation Value is equal to:

- - Your Contract Value of your Annuity;

- - Plus any Premium Payments made

- - Minus any partial Surrenders;

- - Compounded daily at an annual rate of 5%.

If you have taken any partial Surrenders, the Interest Accumulation Value will
be adjusted to reduce the Optional Death Benefit proportionally for any partial
Surrenders.

The Interest Accumulation Value stops compounding on the deceased's 81st
birthday. After that date, the Interest Accumulation Value will be adjusted to
add any Premium Payments made after that date, and minus any proportional
adjustments for partial Surrenders.

The Optional Death Benefit is limited to a maximum of 200% of any Premium
Payments made less proportional adjustments for any Surrenders.

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

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

If you elect to add the Optional Death Benefit after you purchase your Annuity,
the Interest Accumulation Value will be:

- - Your Contract Value on the date we add the Optional Death Benefit to your
  Annuity;

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

- - Minus any partial surrenders after the Optional Death Benefit is added;

- - Compounded daily at an annual interest rate of 5%.

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, 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
document acceptable to us, the Beneficiary can: (a) make Sub-Account transfers
and (b) take Surrenders.

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.

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 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. This spousal continuation is available only once for each
Contract.

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>
18                                   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               Joint Contract Owner
                              Contract Owner              is living or deceased       receives the Death
                                                                                      Benefit.
- ----------------------------------------------------------------------------------------------------------------
Contract Owner                There is no surviving       The Annuitant               Designated Beneficiary
                              joint Contract Owner        is living or deceased       receives the Death
                                                                                      Benefit.
- ----------------------------------------------------------------------------------------------------------------
Contract Owner                There is no surviving       The Annuitant               Contract Owner's estate
                              joint Contract Owner and    is living or 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(s) 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.

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 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.
  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. The Commuted Value is determined on the
day we receive your written request for Surrender.

PARTIAL SURRENDERS AFTER THE ANNUITY COMMENCEMENT DATE -- Partial Surrenders are
permitted after the Annuity Commencement Date if you select the Life Annuity
With Payments for a Period Certain, Joint and Last Survivor Life Annuity With
Payments for a Period Certain or the Payment for a Period Certain Annuity Payout
Options. You may take partial Surrenders of amounts equal to the Commuted Value
of the payments that we would have made during the "Period Certain" or the
number of years you select under the Annuity Payout Option that we guarantee to
make Annuity Payouts.

To qualify for partial Surrenders under these Annuity Payout Options you must
elect a variable dollar amount Annuity Payout
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   19
- --------------------------------------------------------------------------------
and you must make the Surrender request during the Period Certain.

Hartford will deduct any applicable Contingent Deferred Sales Charges.

If you elect to take the entire Commuted Value of the Annuity Payouts we would
have made during the Period Certain, Hartford will not make any Annuity Payouts
during the remaining Period Certain. If you elect to take only some of the
Commuted Value of the Annuity Payouts we would have made during the Period
Certain, Hartford will reduce the remaining Annuity Payouts during the remaining
Period Certain. Annuity Payouts that are to be made after the Period Certain is
over will not change.

Please check with your qualified tax adviser because there could be adverse tax
consequences for partial Surrenders after the Annuity Commencement Date.

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, (c) the SEC permits and
orders postponement, or (d) 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 QUALIFIED TAX ADVISER BEFORE MAKING ANY
SURRENDERS. PLEASE SEE THE "FEDERAL TAX CONSIDERATIONS" SECTION FOR MORE
INFORMATION.

<PAGE>
20                                   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:

- - When do you want Annuity Payouts to begin?

- - Which Annuity Payout Option do you want to use?


- - How often do you want the Payee to receive Annuity Payouts?



- - What level of Assumed Investment Return do you prefer?



- - Do you want fixed-dollar amount or variable-dollar amount Annuity Payouts or a
  combination of both?


Please check with your financial adviser 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 Annuitant's 90th
birthday or the end of the 10th Contract Year, whichever is later unless you
elect a later date to begin receiving payments subject to the laws and
regulations then in effect and our approval. 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. Once we begin to
make Annuity Payouts, the Annuity Payout Option cannot be changed.

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.

LIFE ANNUITY WITH A CASH REFUND -- We will make Annuity Payouts as long as the
Annuitant is living. When the Annuitant dies, if the Annuity Payouts already
made are less than the Contract Value minus any Premium Tax, the remaining value
will be paid to the Beneficiary. The remaining value is equal to the Contract
Value minus any Premium Tax minus the Annuity Payouts already made. This option
is only available for Annuity Payouts using the 5% Assumed Investment Return.

LIFE ANNUITY WITH PAYMENTS FOR A PERIOD CERTAIN -- We will make Annuity Payouts
as long as the Annuitant is living, but we at least guarantee to make Annuity
Payouts for a time period you select, between 5 years and 100 years minus the
Annuitant's age. If the Annuitant dies before the guaranteed number of years
have passed, then the Beneficiary may elect to (a) continue Annuity Payouts for
the remainder of the guaranteed number of years or (b) receive the Commuted
Value in one sum.

For Qualified Contracts, the guaranteed number of years must be less than the
life expectancy of the Annuitant at the time the Annuity Payouts begin. We
compute life expectancy using the IRS mortality tables.

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 Payout 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-dollar amount Annuity Payouts, these percentages represent Annuity
Units. For fixed-dollar amount Annuity Payouts, the percentages 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.

JOINT AND LAST SURVIVOR LIFE ANNUITY WITH PAYMENTS FOR A PERIOD CERTAIN -- We
will make Annuity Payouts as long as either the Annuitant or Joint Annuitant are
living, but we at least guarantee to make Annuity Payouts for a time period you
select, between 5 years and 100 years minus the Annuitant's age. If the
Annuitant and the Joint Annuitant both die before the guaranteed number of years
have passed, then the Beneficiary has two options, (a) continue Annuity Payouts
for the remainder of the guaranteed number of years or (b) receive the Commuted
Value in one sum.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   21
- --------------------------------------------------------------------------------

When choosing this option, you must decide what will happen to the Annuity
Payouts 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-dollar amount Annuity Payouts, these percentages represent Annuity
Units. For fixed-dollar amount Annuity Payouts, these percentages 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.


PAYMENTS FOR A PERIOD CERTAIN -- We will make Annuity Payouts for the number of
years that you select. You can select between 5 years and 30 years.

IMPORTANT INFORMATION:

- - 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 Payments for a Period Certain Annuity Payout Option using a ten
  year period certain.

- - 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 Life Annuity Payout Option.

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 LEVEL OF ASSUMED INVESTMENT RETURN DO YOU PREFER?

The Assumed Investment Return ("AIR") is the investment return you select before
we start to make Annuity Payouts. It is a critical assumption for calculating
variable dollar amount Annuity Payouts. The first Annuity Payout will be based
upon the AIR. The remaining Annuity Payouts will fluctuate based on the
performance of the underlying Funds.

Subject to the approval of your State, you can select one of three AIRs: 3%, 5%
or 6%. The greater the AIR, the greater the initial Annuity Payout. A higher AIR
may result in smaller potential growth in the Annuity Payouts. On the other
hand, a lower AIR results in a lower initial Annuity Payout, but future Annuity
Payouts have the potential to be greater.

For example, if the second monthly Annuity Payout is the same as the first, the
sub-accounts earned exactly the same return as the AIR. If the second monthly
Annuity Payout is more than the first, the sub-accounts earned more than the
AIR. If the second Annuity Payout is less than the first, the sub-account earned
less than the AIR.

Level variable dollar amount Annuity Payouts would be produced if the investment
returns remained constant and equal to the AIR. In fact, Annuity Payouts will
vary up or down as the investment rate varies up or down from the AIR.


5.  DO YOU WANT FIXED-DOLLAR AMOUNT OR VARIABLE-DOLLAR AMOUNT ANNUITY PAYOUTS OR
A COMBINATION OF BOTH?


You may choose an Annuity Payout Option with fixed-dollar amounts,
variable-dollar amounts or a combination 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-dollar amount Annuity Payout Option 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
<PAGE>
22                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

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 for 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.

COMBINATION ANNUITY PAYOUTS -- You may choose to receive a combination of
fixed-dollar amount and variable-dollar amount annuity payouts as long as they
total 100% of your Annuity Payout. For example, you may choose to receive 40%
fixed-dollar amount and 60% variable-dollar amount to meet your income needs.

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- -- 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 a customized allocation for your Sub-Accounts to help you reach your
investment goals. 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 you have chosen. 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 affect 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 7% of Premium
Payments. From time to time, Hartford may pay
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   23
- --------------------------------------------------------------------------------

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 affect the amounts paid by the policyholders or Contract
Owners to purchase, hold or Surrender variable insurance products.


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: Investment Product 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
<PAGE>
24                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
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.

 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
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   25
- --------------------------------------------------------------------------------
to determine the taxation under subparagraph 2.a., above, of amounts received or
deemed received prior to the Annuity Commencement Date. Withdrawals will first
be treated as withdrawals of income until all of the income from all such
Contracts is withdrawn. As of the date of this prospectus, there are no
regulations interpreting this provision.

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

  i. If any amount is received or deemed received on the Contract (before or
     after the Annuity Commencement Date), the Code applies a penalty tax equal
     to ten percent of the portion of the amount includable in gross income,
     unless an exception applies.

 ii. The 10% penalty tax will not apply to the following distributions
     (exceptions vary based upon the precise plan involved):

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

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

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

    4.  A distribution that is part of a scheduled series of substantially equal
        periodic payments (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. Distributions must
    begin within a year of the Contract Owner's 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.
<PAGE>
26                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

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 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

Any portion of a distribution that is (or is deemed to be) current taxable
income to the Contract Owner will be subject to federal income tax withholding
and reporting under the Code. Generally, however, a Contract Owner may elect not
to have income taxes withheld or to have income taxes withheld at a different
rate by filing a completed election form with us. Election forms will be
provided at the time distributions are required.

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.

G.  GENERATION-SKIPPING TRANSFERS

Under certain circumstances, the Internal Revenue Code may impose a "generation
skipping transfer tax" when all or part of an annuity is transferred to, or a
death benefit is paid to, an individual two or more generations younger than the
owner. Federal tax law may require us to deduct the tax from your contract, or
from any applicable payment, and pay it directly to the Internal Revenue
Service.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   27
- --------------------------------------------------------------------------------

TABLE OF CONTENTS TO STATEMENT OF ADDITIONAL INFORMATION

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

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

APPENDIX I -- INFORMATION REGARDING TAX-QUALIFIED 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 $10,500 (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 2000, $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 of a
governmental employer 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. The requirement of a trust does
not apply to amounts under a Deferred Compensation Plan of a tax-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.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   29
- --------------------------------------------------------------------------------

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 distribution 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 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 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.
<PAGE>
30                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

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                                   31
- --------------------------------------------------------------------------------

APPENDIX II -- OPTIONAL DEATH BENEFIT -- EXAMPLES

EXAMPLE 1
Assume that you make a Premium Payment of $100,000. On the first Contract
Anniversary assume your Contract Value is $108,000.00. The Interest Accumulation
Value is $105,000 or 5% accumulation on the $100,000 Premium Payment.

<TABLE>
<C>            <S>
$100,000       Premium Payment
$  5,000       Interest of 5%
- --------
$105,000       Interest Accumulation Value
</TABLE>

If you request a partial Surrender of $10,000 the next day, your Interest
Accumulation Value will change. The adjustment for the partial Surrender is
determined by dividing the partial Surrender amount by the Contract Value prior
to the Surrender and multiplying that amount by the Interest Accumulation Value
prior to the Surrender. To determine the new Interest Accumulation Value, that
total is then subtracted from the Interest Accumulation Value prior to the
Surrender.

<TABLE>
<C>            <S>
$ 10,000       partial Surrender divided by
$108,000       Contract Value prior to Surrender equals
  .09259       multiplied by
$105,000       Interest Accumulation Value for a total of
$  9,722       to be deducted from the Interest Accumulation Value equals
$ 95,278       the new Interest Accumulation Value
</TABLE>

EXAMPLE 2
Assume that you make a Premium Payment of $100,000. On the first Contract
Anniversary assume your Contract Value is $92,000.00. The Interest Accumulation
Value is $105,000 or 5% accumulation on the $100,000 Premium Payment.

<TABLE>
<C>            <S>
$100,000       Premium Payment
$  5,000       Interest of 5%
- --------
$105,000       Interest Accumulation Value
</TABLE>

If you request a partial Surrender of $10,000 the next day, your Interest
Accumulation Value will change. The adjustment for the partial Surrender is
determined by dividing the partial Surrender amount by the Contract Value prior
to the Surrender and multiplying that amount by the Interest Accumulation Value
prior to the Surrender. To determine the new Interest Accumulation Value, that
total is then subtracted from the Interest Accumulation Value prior to the
Surrender.

<TABLE>
<C>            <S>
$ 10,000       partial Surrender divided by
$ 92,000       Contract Value prior to Surrender equals
  .10870       multiplied by
$105,000       Interest Accumulation Value for a total of
$ 11,413       to be deducted from the Interest Accumulation Value equals
$ 93,587       the New Interest Accumulation Value
</TABLE>

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

                     SECTION 403(b)(11) ACKNOWLEDGMENT FORM

The 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:

- - attained age 59 1/2,

- - separated from service,

- - died, or

- - 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 your annuity. Please refer to your Plan.

Please complete the following and return to:

    Hartford Life and Annuity Insurance Company
    Investment Product Services
    P.O. Box 5085
    Hartford, Connecticut 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 for the [PRODUCT NAME], please
complete the form below and mail to:


    Hartford Life and Annuity Insurance Company
    Attn: Investment Product Services
    P.O. Box 5085
    Hartford, Connecticut 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>



                                       -2-

                       STATEMENT OF ADDITIONAL INFORMATION

                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
                              SEPARATE ACCOUNT ONE

                                 [PRODUCT NAME]

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: Investment Product Services, P.O. Box 5085, Hartford,
Connecticut 06102-5085.





Date of Prospectus:  May 10, 2000

Date of Statement of Additional Information:  May 10, 2000


<PAGE>




                                       -3-


                                TABLE OF CONTENTS


SECTION                                                                     PAGE
- -------                                                                     ----
DESCRIPTION OF HARTFORD LIFE AND ANNUITY INSURANCE COMPANY................   4

SAFEKEEPING OF ASSETS ....................................................   4

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

DISTRIBUTION OF CONTRACTS.................................................   5

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

PERFORMANCE COMPARISONS...................................................   9

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




<PAGE>



                                       -4-


DESCRIPTION OF HARTFORD LIFE AND ANNUITY INSURANCE COMPANY

Hartford Life and Annuity Insurance Company is a stock life insurance company
engaged in the business of writing life insurance and annuities, both individual
and group, in all states of the United States, 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>
- ------------------------------------------- ---------------------- -------------- ------------------------------------
              Rating Agency                       Effective           Rating                Basis of Rating
                                               Date of Rating
<S>                                         <C>                    <C>            <C>
- ------------------------------------------- ---------------------- -------------- ------------------------------------
A.M. Best and Company, Inc.                        1/1/99               A+        Financial performance
- ------------------------------------------- ---------------------- -------------- ------------------------------------
Standard & Poor's                                  8/1/99               AA        Insurer financial strength
- ------------------------------------------- ---------------------- -------------- ------------------------------------
Duff & Phelps                                      7/1/99               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>


                                   -5-


                            DISTRIBUTION OF CONTRACTS

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

HSD is an affiliate of Hartford. Hartford's parent company indirectly owns
100% of HSD. The principal business address of HSD is the same as that of
Hartford.

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

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

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 principal underwriter has
been:  1999: $226,178,603; 1998: $107,925,386; and 1997:  $134,304,585.
HSD has retained none of these commissions.


                         CALCULATION OF YIELD AND RETURN

YIELD OF A MARKET SUB-ACCOUNT. As summarized in the Prospectus under the heading
"Performance Related Information," the yield of a money market 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 divided by 7 and subtracting 1
from the result, according to the following formula:

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



<PAGE>



                                   -6-


   YIELD AND EFFECTIVE YIELD FOR THE SEVEN-DAY PERIOD ENDING DECEMBER 31, 1999

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

SUB-ACCOUNT                              YIELD     EFFECTIVE YIELD
- -------------------------------------------------------------------------------
Hartford Money Market HLS Fund           4.94%          5.06%
- -------------------------------------------------------------------------------

THE MONEY MARKET 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.

YIELD OF SUB-ACCOUNTS. As summarized in the Prospectus under the heading
"Performance Related Information," yields of 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 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 Funds.

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 based charges
assessed under the Contract over the base period. Yield quotations based on a
30-day period are computed by dividing the dividends and interests earned during
the period by the maximum offering price per unit on the last day of the period,
according to the following formula:

Example:
                                                            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.


<PAGE>



                                   -7-



  YIELD QUOTATION BASED ON A 30-DAY PERIOD ENDED DECEMBER 31, 1999

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

SUB-ACCOUNT                                 YIELD
- -------------------------------------------------------------------
Hartford Bond HLS Fund                      6.59%
- -------------------------------------------------------------------
Hartford High Yield HLS Fund                9.22%
- -------------------------------------------------------------------
Hartford Mortgage Securities HLS Fund       6.41%
- -------------------------------------------------------------------

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.

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. Standardized 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. (These returns assume a mortality and risk expense charge
of 0.40%.) There is no information for Hartford Global Health HLS Fund and
Hartford Global Technology HLS Fund Sub-Accounts, because as of December 31,
1999 the Sub-Accounts had not commenced operations.


<TABLE>
<CAPTION>

                   STANDARDIZED AVERAGE ANNUAL TOTAL RETURN FOR YEAR ENDED DECEMBER 31, 1999

- -------------------------------------------------------------------------------------------------------------------
                                   SEPARATE
                                    ACCOUNT        1 YEAR          5 YEAR          10 YEAR     SINCE INCEPTION OF
          SUB-ACCOUNT           INCEPTION DATE                                                  SEPARATE ACCOUNT
<S>                             <C>                <C>             <C>             <C>         <C>
- -------------------------------------------------------------------------------------------------------------------
Hartford Advisers HLS Fund          5/20/91        10.14%          20.28%            N/A             14.40%
- -------------------------------------------------------------------------------------------------------------------
Hartford Bond HLS Fund              5/20/91        -2.41%          7.25%             N/A              6.73%
- -------------------------------------------------------------------------------------------------------------------
Hartford Capital Appreciation       5/20/91        36.91%          24.51%            N/A             21.17%
HLS Fund
- -------------------------------------------------------------------------------------------------------------------
Hartford Dividend and Growth        3/9/94          4.89%          21.58%            N/A             18.61%
HLS Fund
- -------------------------------------------------------------------------------------------------------------------
Hartford Global Leaders HLS Fund    10/1/98        49.77%           N/A              N/A             72.28%
- -------------------------------------------------------------------------------------------------------------------


<PAGE>


                                               -8-


- -------------------------------------------------------------------------------------------------------------------
Hartford Growth and Income HLS      5/29/98        21.34%           N/A              N/A             25.80%
Fund
- -------------------------------------------------------------------------------------------------------------------
Hartford High Yield HLS Fund        10/1/98         4.29%           N/A              N/A              6.28%
- -------------------------------------------------------------------------------------------------------------------
Hartford Index HLS Fund             5/20/91        20.01%          27.30%            N/A             18.65%
- -------------------------------------------------------------------------------------------------------------------
Hartford International Advisers     3/1/95         22.67%           N/A              N/A             13.83%
HLS Fund
- -------------------------------------------------------------------------------------------------------------------
Hartford International              5/20/91        39.30%          14.90%            N/A             11.84%
Opportunities HLS Fund
- -------------------------------------------------------------------------------------------------------------------
Hartford MidCap HLS Fund            7/30/97        51.20%           N/A              N/A             37.58%
- -------------------------------------------------------------------------------------------------------------------
Hartford Money Market HLS Fund      5/20/91         4.47%          4.86%             N/A              4.25%
- -------------------------------------------------------------------------------------------------------------------
Hartford Mortgage Securities        5/20/91         1.11%          7.16%             N/A              6.22%
HLS Fund
- -------------------------------------------------------------------------------------------------------------------
Hartford Small Company HLS Fund     8/9/96         65.17%           N/A              N/A             28.07%
- -------------------------------------------------------------------------------------------------------------------
Hartford Stock HLS Fund             5/20/91        19.30%          27.98%            N/A             18.97%
- -------------------------------------------------------------------------------------------------------------------
</TABLE>


Performance figures above do not reflect any deductions for Optional Death
Benefit charges. Performance would have been lower had the Optional Death
Benefit been available and been chosen.

In addition to the standardized total return, the Sub-Accounts may advertise
a non-standardized total return. This figure will usually be calculated since
the inception of the underlying fund 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
Annual Maintenance Fee is not deducted. 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 annualized total return
quotations for the Sub-Accounts. (These returns assume a mortality and risk
expense charge of 0.40%.) There is no information for Hartford Global Health
HLS Fund and Hartford Global Technology HLS Fund Sub-Accounts, because as of
December 31, 1999 the Sub-Accounts had not commenced operations.

<TABLE>
<CAPTION>
NON-STANDARDIZED ANNUALIZED TOTAL RETURN THAT PRE-DATE THE INCEPTION DATE OF THE SEPARATE ACCOUNT FOR YEAR ENDED
                                        DECEMBER 31, 1999

- -------------------------------------------------------------------------------------------------------------------
                                     FUND
          SUB-ACCOUNT           INCEPTION DATE     1 YEAR          5 YEAR          10 YEAR     SINCE INCEPTION OF
                                                                                                      FUND
<S>                             <C>                <C>             <C>             <C>         <C>
- -------------------------------------------------------------------------------------------------------------------
Hartford Advisers HLS Fund          3/31/83        10.14%          20.28%          13.53%              N/A
- -------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                      -9-

<TABLE>
- -------------------------------------------------------------------------------------------------------------------
<S>                             <C>                <C>             <C>             <C>         <C>
Hartford Bond HLS Fund              8/31/77        -2.41%          7.25%            6.97%              N/A
- -------------------------------------------------------------------------------------------------------------------
Hartford Capital Appreciation       4/2/84         36.91%          24.51%          19.29%              N/A
HLS Fund
- -------------------------------------------------------------------------------------------------------------------
Hartford Dividend and Growth        3/8/94          4.89%          21.58%            N/A             18.61%
HLS Fund
- -------------------------------------------------------------------------------------------------------------------
Hartford Global Leaders HLS Fund    10/1/98        49.77%           N/A              N/A             72.28%
- -------------------------------------------------------------------------------------------------------------------
Hartford Growth and Income HLS      5/29/98        21.34%           N/A              N/A             25.80%
Fund
- -------------------------------------------------------------------------------------------------------------------
Hartford High Yield HLS Fund        10/1/98         4.29%           N/A              N/A              6.28%
- -------------------------------------------------------------------------------------------------------------------
Hartford Index HLS Fund             5/1/87         20.01%          27.30%          16.97%              N/A
- -------------------------------------------------------------------------------------------------------------------
Hartford International Advisers     3/1/95         22.67%           N/A              N/A             13.83%
HLS Fund
- -------------------------------------------------------------------------------------------------------------------
Hartford International              7/2/90         39.30%          14.90%            N/A              9.92%
Opportunities HLS Fund
- -------------------------------------------------------------------------------------------------------------------
Hartford MidCap HLS Fund            7/30/97        51.20%           N/A              N/A             37.58%
- -------------------------------------------------------------------------------------------------------------------
Hartford Money Market HLS Fund      6/30/80         4.47%          4.86%            4.68%              N/A
- -------------------------------------------------------------------------------------------------------------------
Hartford Mortgage Securities        1/1/85          1.11%          7.16%            6.68%              N/A
HLS Fund
- -------------------------------------------------------------------------------------------------------------------
Hartford Small Company HLS Fund     8/9/96         65.17%           N/A              N/A             28.07%
- -------------------------------------------------------------------------------------------------------------------
Hartford Stock HLS Fund             8/31/77        19.30%          27.98%          17.41%              N/A
- -------------------------------------------------------------------------------------------------------------------
</TABLE>


Performance figures above do not reflect any deductions for Optional Death
Benefit charges. Performance would have been lower had the Optional Death
Benefit been available and been chosen.

                             PERFORMANCE COMPARISONS

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


<PAGE>

                                   -10-


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 about 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>

<TABLE>
<S>                                                           <C>
[PRODUCT NAME]
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]
</TABLE>

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

This prospectus describes information you should know before you purchase the
[Product Name] variable annuity. Please read it carefully.

[Product Name] 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
as part of your Registered Representative's Wrap Fee Program. 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 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:

- - MITCHELL HUTCHINS SERIES TRUST GROWTH AND INCOME PORTFOLIO SUB-ACCOUNT which
  purchases shares of Class I of Mitchell Hutchins Growth and Income Portfolio
  of the Mitchell Hutchins Series Trust ("Mitchell Hutchins Growth and Income
  Portfolio")

- - MITCHELL HUTCHINS SERIES TRUST STRATEGIC INCOME PORTFOLIO SUB-ACCOUNT which
  purchases shares of Class I of Mitchell Hutchins Strategic Income Portfolio of
  the Mitchell Hutchins Series Trust ("Mitchell Hutchins Strategic Income
  Portfolio")

- - MITCHELL HUTCHINS SERIES TRUST TACTICAL ALLOCATION PORTFOLIO SUB-ACCOUNT which
  purchases shares of Class I of Mitchell Hutchins Tactical Allocation Portfolio
  of the Mitchell Hutchins Series Trust ("Mitchell Hutchins Tactical Allocation
  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 HEALTH HLS FUND SUB-ACCOUNT which purchases shares of Class IA
  of Hartford Global Health HLS Fund of Hartford Series Fund, Inc.

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

- - HARTFORD GLOBAL TECHNOLOGY HLS FUND SUB-ACCOUNT which purchases shares of
  Class IA of Hartford Global Technology HLS Fund of Hartford Series Fund, Inc.

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

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

- - 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.
<PAGE>
- - 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 which 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.

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: MAY 10, 2000


STATEMENT OF ADDITIONAL INFORMATION DATED: MAY 10, 2000

<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
- ----------------------------------------------------------------------
HIGHLIGHTS                                                       10
- ----------------------------------------------------------------------
GENERAL CONTRACT INFORMATION                                     11
- ----------------------------------------------------------------------
  Hartford Life and Annuity Insurance Company                    11
- ----------------------------------------------------------------------
  The Separate Account                                           11
- ----------------------------------------------------------------------
  The Funds                                                      11
- ----------------------------------------------------------------------
PERFORMANCE RELATED INFORMATION                                  13
- ----------------------------------------------------------------------
THE CONTRACT                                                     14
- ----------------------------------------------------------------------
  Purchases and Contract Value                                   14
- ----------------------------------------------------------------------
  Charges and Fees                                               16
- ----------------------------------------------------------------------
  Death Benefit                                                  17
- ----------------------------------------------------------------------
  Surrenders                                                     19
- ----------------------------------------------------------------------
ANNUITY PAYOUTS                                                  20
- ----------------------------------------------------------------------
OTHER PROGRAMS AVAILABLE                                         22
- ----------------------------------------------------------------------
OTHER INFORMATION                                                23
- ----------------------------------------------------------------------
  Legal Matters and Experts                                      23
- ----------------------------------------------------------------------
  More Information                                               23
- ----------------------------------------------------------------------
FEDERAL TAX CONSIDERATIONS                                       24
- ----------------------------------------------------------------------
TABLE OF CONTENTS TO STATEMENT OF ADDITIONAL INFORMATION         28
- ----------------------------------------------------------------------
APPENDIX I -- INFORMATION REGARDING TAX-QUALIFIED RETIREMENT
  PLANS                                                          29
- ----------------------------------------------------------------------
APPENDIX II -- OPTIONAL DEATH BENEFIT -- EXAMPLES                32
- ----------------------------------------------------------------------
</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.

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 the
Annuity Calculation Date.

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, Connecticut
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.

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 COMMENCEMENT DATE: The date we start to make 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.
This amount is calculated using the Assumed Investment Return for variable
dollar amount Annuity Payouts or the underlying rate of return for fixed dollar
amount 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.

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.

GENERAL ACCOUNT: This account holds our company assets and any assets not
allocated to a Separate Account. The assets in this account are available to the
creditors of Hartford.

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 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.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                    5
- --------------------------------------------------------------------------------

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.

QUALIFIED CONTRACT: A Contract that is defined as a tax-qualified retirement
plan in the Code.

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 (1)


<TABLE>
<CAPTION>
 -----------------------------------------------------------------------------
 <S>                                                                 <C>
 SALES CHARGE IMPOSED ON PURCHASES (as a percentage of Premium
   Payments)                                                           None
 -----------------------------------------------------------------------------
 CONTINGENT DEFERRED SALES CHARGE (as a percentage of amounts
   Surrendered)                                                        None
 -----------------------------------------------------------------------------
 ANNUAL MAINTENANCE FEE (2)                                            $30
 -----------------------------------------------------------------------------
 SEPARATE ACCOUNT ANNUAL EXPENSES (as a percentage of average daily
   Sub-Account Value)
     Mortality and Expense Risk Charge                                   0.40%
 -----------------------------------------------------------------------------
     Total Separate Account Annual Expenses                              0.40%
 -----------------------------------------------------------------------------
 OPTIONAL CHARGES (as a percentage of average daily Sub-Account
   Value)
     Optional Death Benefit                                              0.15%
 -----------------------------------------------------------------------------
     Total Separate Account Annual Expenses with Optional Death
      Benefit                                                            0.55%
 -----------------------------------------------------------------------------
</TABLE>

(1) When you sign up for the Wrap Fee Program, your Registered Representative
    will explain any fee and charges associated with the Program that you may
    have to pay. These fees and the expenses are separate from and in addition
    to the fees described in this prospectus that Hartford deducts for your
    annuity.

(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" 0.08% annual charge.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                    7
- --------------------------------------------------------------------------------

            Annual Fund Operating Expenses As of the Fund's Year End
                        (As a percentage of net assets)

<TABLE>
<CAPTION>
                                                                                                          TOTAL FUND
                                                                                                           OPERATING
                                                                    12B-1 DISTRIBUTION      OTHER          EXPENSES
                                                   MANAGEMENT FEES   AND/OR SERVICING     EXPENSES      (INCLUDING ANY
                                                     (INCLUDING            FEES        (INCLUDING ANY   WAIVERS AND ANY
                                                    ANY WAIVERS)      (WITH WAIVERS)   REIMBURSEMENTS)  REIMBURSEMENTS)
 <S>                                              <C>               <C>                <C>             <C>
 -----------------------------------------------------------------------------------------------------------------------
 Mitchell Hutchins Series Trust Growth and Income
   Portfolio (1)                                          0.70%            0.25%            0.53%              1.48%
 -----------------------------------------------------------------------------------------------------------------------
 Mitchell Hutchins Series Trust Strategic Income
   Portfolio (1)                                          0.75%            0.25%            0.87%              1.87%
 -----------------------------------------------------------------------------------------------------------------------
 Mitchell Hutchins Series Trust Tactical
   Allocation Portfolio (1)                               0.50%            0.25%            0.24%              0.99%
 -----------------------------------------------------------------------------------------------------------------------
 Hartford Advisers HLS Fund                               0.63%             N/A             0.02%              0.65%
 -----------------------------------------------------------------------------------------------------------------------
 Hartford Bond HLS Fund                                   0.49%             N/A             0.03%              0.52%
 -----------------------------------------------------------------------------------------------------------------------
 Hartford Capital Appreciation HLS Fund                   0.64%             N/A             0.02%              0.66%
 -----------------------------------------------------------------------------------------------------------------------
 Hartford Dividend and Growth HLS Fund                    0.65%             N/A             0.03%              0.68%
 -----------------------------------------------------------------------------------------------------------------------
 Hartford Global Health HLS Fund (2)                      0.85%             N/A             0.25%              1.10%
 -----------------------------------------------------------------------------------------------------------------------
 Hartford Global Leaders HLS Fund                         0.74%             N/A             0.12%              0.86%
 -----------------------------------------------------------------------------------------------------------------------
 Hartford Global Technology HLS Fund (2)                  0.85%             N/A             0.25%              1.10%
 -----------------------------------------------------------------------------------------------------------------------
 Hartford Growth and Income HLS Fund                      0.78%             N/A             0.04%              0.82%
 -----------------------------------------------------------------------------------------------------------------------
 Hartford High Yield HLS Fund                             0.66%             N/A             0.06%              0.72%
 -----------------------------------------------------------------------------------------------------------------------
 Hartford Index HLS Fund                                  0.40%             N/A             0.03%              0.43%
 -----------------------------------------------------------------------------------------------------------------------
 Hartford International Advisers HLS Fund                 0.76%             N/A             0.09%              0.85%
 -----------------------------------------------------------------------------------------------------------------------
 Hartford International Opportunities HLS Fund            0.69%             N/A             0.09%              0.78%
 -----------------------------------------------------------------------------------------------------------------------
 Hartford MidCap HLS Fund                                 0.76%             N/A             0.03%              0.79%
 -----------------------------------------------------------------------------------------------------------------------
 Hartford Money Market HLS Fund                           0.45%             N/A             0.02%              0.47%
 -----------------------------------------------------------------------------------------------------------------------
 Hartford Mortgage Securities HLS Fund                    0.45%             N/A             0.03%              0.48%
 -----------------------------------------------------------------------------------------------------------------------
 Hartford Small Company HLS Fund                          0.75%             N/A             0.03%              0.78%
 -----------------------------------------------------------------------------------------------------------------------
 Hartford Stock HLS Fund                                  0.46%             N/A             0.02%              0.48%
 -----------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) The Class I shares of the Portfolios sponsored by Mitchell Hutchins are
    subject to fees imposed under a distribution plan ("Distribution Plan")
    adopted by the Portfolios pursuant to Rule 12b-1 under the 1940 Act. The
    Distribution Plan provides that each Portfolio pays a distribution fee at
    the annual rate of 0.25% of its average daily net assets attributable to its
    Class I shares to certain distributors with respect to activities primarily
    intended to result in the sale of the Class I shares.

(2) Hartford Global Health HLS Fund and Hartford Global Technology HLS Fund are
    new Funds. "Total Fund Operating Expenses" are based on annualized estimates
    of such expenses to be incurred during the current fiscal year.
<PAGE>
8                                    HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

EXAMPLE

THE FOLLOWING EXAMPLE ASSUMES THE OPTIONAL DEATH BENEFIT IS NOT SELECTED:

<TABLE>
<CAPTION>
                 If you Surrender your Contract at the     If you annuitize your Contract at the   If you do not Surrender your
                 end of the applicable time period you     end of the applicable time period you   Contract, you would pay the
                 would pay the following expenses on       would pay the following expenses on     following expenses on a $1,000
                 a $1,000 investment, assuming a 5%        a $1,000 investment, assuming a 5%      investment, assuming a 5% annual
                 annual return on assets:                  annual return on assets:                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>
 -----------------------------------------------------------------------------------------------------------------------------------
 Mitchell
   Hutchins
   Series Trust
   Growth and
   Income
   Portfolio       $20       $61       $106       $228       $19      $61      $105       $227      $20     $61      $106     $228
 -----------------------------------------------------------------------------------------------------------------------------------
 Mitchell
   Hutchins
   Series Trust
   Strategic
   Income
   Portfolio       $24       $74       $126       $269       $23      $73      $125       $268      $24     $74      $126     $269
 -----------------------------------------------------------------------------------------------------------------------------------
 Mitchell
   Hutchins
   Series Trust
   Tactical
   Allocation
   Portfolio       $15       $46       $ 80       $174       $14      $46      $ 79       $174      $15     $46      $ 80     $174
 -----------------------------------------------------------------------------------------------------------------------------------
 Hartford
   Advisers HLS
   Fund            $11       $35       $ 61       $136       $11      $35      $ 61       $135      $11     $35      $ 61     $136
 -----------------------------------------------------------------------------------------------------------------------------------
 Hartford Bond
   HLS Fund        $10       $31       $ 54       $121       $ 9      $31      $ 54       $120      $10     $31      $ 54     $121
 -----------------------------------------------------------------------------------------------------------------------------------
 Hartford
   Capital
   Appreciation
   HLS Fund        $11       $36       $ 62       $137       $11      $35      $ 61       $136      $11     $36      $ 62     $137
 -----------------------------------------------------------------------------------------------------------------------------------
 Hartford
   Dividend and
   Growth HLS
   Fund            $12       $36       $ 63       $139       $11      $36      $ 62       $138      $12     $36      $ 63     $139
 -----------------------------------------------------------------------------------------------------------------------------------
 Hartford Global
   Health HLS
   Fund            $16       $50        N/A        N/A       $15      $49       N/A        N/A      $16     $50       N/A      N/A
 -----------------------------------------------------------------------------------------------------------------------------------
 Hartford Global
   Leaders HLS
   Fund            $14       $42       $ 73       $160       $13      $41      $ 72       $159      $14     $42      $ 73     $160
 -----------------------------------------------------------------------------------------------------------------------------------
 Hartford Global
   Technology
   HLS Fund        $16       $50        N/A        N/A       $15      $49       N/A        N/A      $16     $50       N/A      N/A
 -----------------------------------------------------------------------------------------------------------------------------------
 Hartford Growth
   and Income
   HLS Fund        $13       $41       $ 71       $155       $13      $40      $ 70       $154      $13     $41      $ 71     $155
 -----------------------------------------------------------------------------------------------------------------------------------
 Hartford High
   Yield HLS
   Fund            $12       $38       $ 65       $144       $11      $37      $ 65       $143      $12     $38      $ 65     $144
 -----------------------------------------------------------------------------------------------------------------------------------
 Hartford Index
   HLS Fund        $ 9       $29       $ 49       $110       $ 9      $28      $ 49       $109      $ 9     $29      $ 49     $110
 -----------------------------------------------------------------------------------------------------------------------------------
 Hartford
   International
   Advisers HLS
   Fund            $13       $42       $ 72       $159       $13      $41      $ 72       $158      $13     $42      $ 72     $159
 -----------------------------------------------------------------------------------------------------------------------------------
 Hartford
   International
   Opportunities
   HLS Fund        $13       $40       $ 68       $151       $12      $39      $ 68       $150      $13     $40      $ 68     $151
 -----------------------------------------------------------------------------------------------------------------------------------
 Hartford MidCap
   HLS Fund        $13       $40       $ 69       $152       $12      $39      $ 68       $151      $13     $40      $ 69     $152
 -----------------------------------------------------------------------------------------------------------------------------------
 Hartford Money
   Market HLS
   Fund            $10       $30       $ 52       $115       $ 9      $29      $ 51       $114      $10     $30      $ 52     $115
 -----------------------------------------------------------------------------------------------------------------------------------
 Hartford
   Mortgage
   Securities
   HLS Fund        $10       $30       $ 52       $116       $ 9      $29      $ 52       $115      $10     $30      $ 52     $116
 -----------------------------------------------------------------------------------------------------------------------------------
 Hartford Small
   Company HLS
   Fund            $13       $40       $ 68       $151       $12      $39      $ 68       $150      $13     $40      $ 68     $151
 -----------------------------------------------------------------------------------------------------------------------------------
 Hartford Stock
   HLS Fund        $10       $30       $ 52       $116       $ 9      $29      $ 52       $115      $10     $30      $ 52     $116
 -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

THE FOLLOWING EXAMPLE ASSUMES THE OPTIONAL DEATH BENEFIT IS SELECTED:
<TABLE>
<CAPTION>
                               If you Surrender your Contract at the     If you annuitize your Contract at the
                               end of the applicable time period you     end of the applicable time period you
                               would pay the following expenses on       would pay the following expenses on
                               a $1,000 investment, assuming a 5%        a $1,000 investment, assuming a 5%
                               annual return on assets:                  annual return on assets:
 SUB-ACCOUNT                    1 YEAR   3 YEARS   5 YEARS   10 YEARS     1 YEAR   3 YEARS   5 YEARS   10 YEARS
 <S>                           <C>      <C>       <C>       <C>          <C>      <C>       <C>       <C>
 ---------------------------------------------------------------------------------------------------------------
 Mitchell Hutchins Series
   Trust Growth and Income
   Portfolio                     $21       $66      $ 113      $244        $ 21      $65      $ 113      $243
 ---------------------------------------------------------------------------------------------------------------
 Mitchell Hutchins Series
   Trust Strategic Income
   Portfolio                     $25       $78      $ 134      $284        $ 25      $78      $ 133      $283
 ---------------------------------------------------------------------------------------------------------------
 Mitchell Hutchins Series
   Trust Tactical Allocation
   Portfolio                     $16       $51      $  88      $191        $ 16      $50      $  87      $190
 ---------------------------------------------------------------------------------------------------------------
 Hartford Advisers HLS Fund      $13       $40      $  70      $153        $ 12      $40      $  69      152
 ---------------------------------------------------------------------------------------------------------------
 Hartford Bond HLS Fund          $12       $36      $  63      $138        $ 11      $35      $  62      $137
 ---------------------------------------------------------------------------------------------------------------
 Hartford Capital Appreciation
   HLS Fund                      $13       $41      $  70      $154        $ 12      $40      $  69      $153
 ---------------------------------------------------------------------------------------------------------------
 Hartford Dividend and Growth
   HLS Fund                      $13       $41      $  71      $156        $ 13      $40      $  70      $156
 ---------------------------------------------------------------------------------------------------------------
 Hartford Global Health HLS
   Fund                          $18       $54        N/A      N/A         $ 17      $54        N/A      N/A
 ---------------------------------------------------------------------------------------------------------------
 Hartford Global Leaders HLS
   Fund                          $15       $47      $  81      $177        $ 14      $46      $  80      $176
 ---------------------------------------------------------------------------------------------------------------
 Hartford Global Technology
   HLS Fund                      $18       $54        N/A      N/A         $ 17      $54        N/A      N/A
 ---------------------------------------------------------------------------------------------------------------
 Hartford Growth and Income
   HLS Fund                      $15       $46      $  79      $172        $ 14      $45      $  78      $171
 ---------------------------------------------------------------------------------------------------------------
 Hartford High Yield HLS Fund    $14       $42      $  73      $161        $ 13      $42      $  73      $160
 ---------------------------------------------------------------------------------------------------------------
 Hartford Index HLS Fund         $11       $33      $  58      $128        $ 10      $33      $  57      $127
 ---------------------------------------------------------------------------------------------------------------
 Hartford International
   Advisers HLS Fund             $15       $46      $  80      $176        $ 14      $46      $  80      $175
 ---------------------------------------------------------------------------------------------------------------
 Hartford International
   Opportunities HLS Fund        $14       $44      $  77      $168        $ 14      $44      $  76      $167
 ---------------------------------------------------------------------------------------------------------------
 Hartford MidCap HLS Fund        $14       $45      $  77      $169        $ 14      $44      $  76      $168
 ---------------------------------------------------------------------------------------------------------------
 Hartford Money Market HLS
   Fund                          $11       $35      $  60      $132        $ 10      $34      $  59      $131
 ---------------------------------------------------------------------------------------------------------------
 Hartford Mortgage Securities
   HLS Fund                      $11       $35      $  60      $133        $ 11      $34      $  60      $133
 ---------------------------------------------------------------------------------------------------------------
 Hartford Small Company HLS
   Fund                          $14       $44      $  77      $168        $ 14      $44      $  76      $167
 ---------------------------------------------------------------------------------------------------------------
 Hartford Stock HLS Fund         $11       $35      $  60      $133        $ 11      $34      $  60      $133
 ---------------------------------------------------------------------------------------------------------------

<CAPTION>
                                If you do not Surrender your
                                Contract, you would pay the
                                following expenses on a $1,000
                                investment, assuming a 5% annual
                                return on assets:
 SUB-ACCOUNT                    1 YEAR  3 YEARS  5 YEARS  10 YEARS
 <S>                            <C>     <C>      <C>      <C>
 -----------------------------
 Mitchell Hutchins Series
   Trust Growth and Income
   Portfolio                      $21     $66      $113     $244
 -----------------------------
 Mitchell Hutchins Series
   Trust Strategic Income
   Portfolio                      $25     $78      $134     $284
 -----------------------------
 Mitchell Hutchins Series
   Trust Tactical Allocation
   Portfolio                      $16     $51      $ 88     $191
 -----------------------------
 Hartford Advisers HLS Fund       $13     $40      $ 70      153
 -----------------------------
 Hartford Bond HLS Fund           $12     $36      $ 63     $138
 -----------------------------
 Hartford Capital Appreciation
   HLS Fund                       $13     $41      $ 70     $154
 -----------------------------
 Hartford Dividend and Growth
   HLS Fund                       $13     $41      $ 71     $156
 -----------------------------
 Hartford Global Health HLS
   Fund                           $18     $54       N/A      N/A
 -----------------------------
 Hartford Global Leaders HLS
   Fund                           $15     $47      $ 81     $177
 -----------------------------
 Hartford Global Technology
   HLS Fund                       $18     $54       N/A      N/A
 -----------------------------
 Hartford Growth and Income
   HLS Fund                       $15     $46      $ 79     $172
 -----------------------------
 Hartford High Yield HLS Fund     $14     $42      $ 73     $161
 -----------------------------
 Hartford Index HLS Fund          $11     $33      $ 58     $128
 -----------------------------
 Hartford International
   Advisers HLS Fund              $15     $46      $ 80     $176
 -----------------------------
 Hartford International
   Opportunities HLS Fund         $14     $44      $ 77     $168
 -----------------------------
 Hartford MidCap HLS Fund         $14     $45      $ 77     $169
 -----------------------------
 Hartford Money Market HLS
   Fund                           $11     $35      $ 60     $132
 -----------------------------
 Hartford Mortgage Securities
   HLS Fund                       $11     $35      $ 60     $133
 -----------------------------
 Hartford Small Company HLS
   Fund                           $14     $44      $ 77     $168
 -----------------------------
 Hartford Stock HLS Fund          $11     $35      $ 60     $133
 ----------------------------------------------------------------------------
</TABLE>
<PAGE>
10                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

HIGHLIGHTS

HOW DO I PURCHASE THIS ANNUITY?

This Annuity is only offered through a Wrap Fee Program available at your
brokerage firm.

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 $10,000 and subsequent Premium Payments must be at least $500, unless you
take advantage of our InvestEase-Registered Trademark- Program 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. 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.

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 different 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 is subtracted daily and is equal to an
annual charge of 0.40% of your Contract Value invested in the Funds.

The second type of charge is the fee you pay for the Funds. Please 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, we will subtract an additional charge
on a daily basis until we begin making Annuity Payouts which is equal to an
annual charge of .15% of your Contract Value invested in the Funds.

When you sign up for the Wrap Fee Program, your Registered Representative will
explain any fee and charges associated with the Program that you may have to
pay. These fees and the expenses are separate from and in addition to the fees
described in this prospectus that Hartford deducts for your annuity.

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
Payments for a Period Certain, Life Annuity with Payments for a Period Certain
or Joint and Last Survivor Life Annuity with Payments for a Period Certain
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.

Since this Annuity is part of a Wrap Fee Program, you might have to pay
Surrender charges associated with that program if you Surrender your annuity. We
don't expect that you will pay any fees or expenses associated with the Wrap Fee
Program by taking partial Surrenders from your annuity. If you do, you may have
to pay income tax on the money you use to pay these fees, and, if you are under
age 59 1/2, you may have to pay an income tax penalty.

WILL HARTFORD PAY A DEATH BENEFIT?

Your Contract has a Death Benefit which is equal to the amount payable under the
standard Death Benefit or the Interest Accumulation Death Benefit ("Optional
Death Benefit"). We pay the Death Benefit if the Contract Owner, joint owner or
Annuitant, die before we begin to make annuity payments. The 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. We
calculate the Death Benefit as of the date we receive a certified death
certificate or other legal document acceptable to us.

The Death Benefit will be the greater of:

- - the total Premium Payments you have made to us minus the dollar amount of any
  partial Surrenders;

- - 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, the Death Benefit will be the greater
of:

- - the total Premium Payments you have made to us minus the dollar amount of any
  partial Surrenders;

- - the Contract Value of your annuity;

- - your Maximum Anniversary Value or

- - your Interest Accumulation Value.

The Optional Death Benefit may not be available if the Contract Owner or
Annuitant is age 75 or older. The Optional Death Benefit is not available in
Washington.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   11
- --------------------------------------------------------------------------------

The Optional Death Benefit calculation will be different if you add the Optional
Death Benefit after you purchase this Annuity.

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: Life Annuity, Life Annuity with a Cash Refund, Life
Annuity with Payments for a Period Certain, Joint and Last Survivor Life
Annuity, Joint and Last Survivor Life Annuity with Payments for Period Certain
and Payments for a Period Certain. We may make other Annuity Payout Options
available at any time.


You must begin to take payouts by the Annuitant's 90th birthday or the end of
the 10th Contract Year, whichever is later unless you elect a later date to
begin receiving payments subject to the laws and regulations then in effect and
our approval. If you do not tell us what Annuity Payout Option you want before
that time, we will make payments under the Life Annuity with Payments for a ten
year Period Certain Annuity Payout Option.

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          8/1/99         AA       Insurer financial strength
- --------------------------------------------------------------------------------
 Duff & Phelps              7/1/99         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 SEC 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 your benefit and the benefit of other Contract Owners, and
  the persons entitled to the payouts 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 that
  holds assets of other variable annuity contracts 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

Mitchell Hutchins Asset Management Inc. is a wholly-owned asset management
subsidiary of PaineWebber Incorporated. Mitchell Hutchins provides investment
advisory and administrative services to the Mitchell Hutchins Series Trust
Growth and Income Portfolio, Mitchell Hutchins Series Trust Strategic Income
Portfolio and the Mitchell Hutchins Series Trust Tactical Allocation Portfolio.

Hartford HLS 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 Hartford HLS Funds. Wellington Management Company, LLP
("Wellington Management") and Hartford Investment Management Company ("HIMCO")
serve as sub-investment advisors and provide day to day investment services.

Each Hartford HLS Fund, except for Hartford Global Health HLS Fund, Hartford
Global Leaders HLS Fund, Hartford Global Technology HLS Fund, Hartford Growth
and Income HLS Fund and Hartford High Yield HLS Fund, is a separate Maryland
corporation registered with the Securities and Exchange Commission as an
open-end management investment company. Hartford Global Leaders HLS Fund,
Hartford Growth and Income HLS Fund and 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. Hartford Global Health HLS Fund and Hartford Global
Technology HLS Fund are non-diversified
<PAGE>
12                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
series of Hartford Series Fund, Inc. 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 are more fully described in
the accompanying Funds' prospectus and Statement of Additional Information,
which may be ordered 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:

MITCHELL HUTCHINS SERIES TRUST GROWTH AND INCOME PORT-
FOLIO -- Seeks current income and capital growth by investing primarily in
dividend-paying equity securities of companies believed to have the potential
for rapid earnings growth.

MITCHELL HUTCHINS SERIES TRUST STRATEGIC INCOME PORT-
FOLIO -- Has a primary investment objective of high current income and a
secondary objective of capital appreciation. This Fund strategically allocates
its investments among three bond market sectors: U.S. Government and investment
grade bonds; U. S. high yield bonds (sometimes called "junk bonds") and foreign
and emerging market bonds.

MITCHELL HUTCHINS SERIES TRUST TACTICAL ALLOCATION PORT-
FOLIO -- Seeks total return, consisting of long-term capital appreciation and
current income, by using the Tactical Allocation Model, a systematic investment
strategy that allocates its investments between an equity portion designed to
track the S&P 500 Composite Price Index and a fixed income portion that
generally will be comprised of either five-year U.S. Treasury notes or 30 day
U.S. Treasury Bills.

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 HEALTH HLS FUND -- Seeks long-term capital appreciation by
investing in equity securities of health care companies worldwide. Sub-advised
by Wellington Management.

HARTFORD GLOBAL LEADERS HLS FUND -- Seeks growth of capital by investing
primarily in equity securities issued by 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 GLOBAL TECHNOLOGY HLS FUND -- Seeks long-term capital appreciation by
investing in equity securities technology companies worldwide. 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 or rising dividends. Sub-advised by Wellington Management.

HARTFORD HIGH YIELD HLS FUND -- Seeks high current income by investing in
non-investment 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.

* "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                                   13
- --------------------------------------------------------------------------------

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 MidCap 400 Index. 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.

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. 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.

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 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.

ADMINISTRATIVE SERVICES -- Hartford has entered into agreements with the
investment advisers or distributors of many of the Funds. Under the terms of
these agreements, Hartford provides administrative services and the Funds pay a
fee to Hartford that is usually based on an annual percentage of the average
daily net assets of the Funds. These arrangements may be different for each Fund
or each Fund family.

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 inception of the Separate Account 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
<PAGE>
14                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
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.

In addition to the standardized total return, the Sub-Account may advertise a
NON-STANDARDIZED TOTAL RETURN that predates the inception of the Separate
Account. 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
Annual Maintenance Fee is not deducted. Therefore, non-standardized total return
for a Sub-Account is higher than standardized total return for a Sub-Account.
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 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, as part of a Wrap Fee Program 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.

If you are purchasing the Contract for use in an IRA or other qualified
retirement plan, you should consider other features of the Contract besides tax
deferral, since any investment vehicle used within an IRA or other qualified
plan receives tax deferred treatment under the Code.

HOW DO I PURCHASE A CONTRACT?

This Annuity is only offered through a Wrap Fee Program available at your
brokerage firm.

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 $10,000. 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-Registered Trademark-
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 90 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 invested on the next Valuation Day. If we receive your subsequent
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
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   15
- --------------------------------------------------------------------------------
authorize us to keep it until you 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 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 adjusted for the number of days in
  the period, and any other applicable charge, including any Optional Death
  Benefit charge.

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 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
Owner's 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.

TELEPHONE AND INTERNET TRANSFERS -- In most states, you can make transfers:

- - By calling us at (800) 862-6668

- - Electronically, when available, by the Internet through our website at
  http://online.hartfordlife.com

Transfer instructions received by telephone on any Valuation Day before the
close of the New York Stock Exchange will be carried out that day. Otherwise,
the instructions will be carried out at the close of the New York Stock Exchange
on the next Valuation Day.

Transfer instructions you send electronically are considered to be received by
Hartford at the time and date stated on the electronic acknowledgement Hartford
returns to you. If the time and date indicated on the acknowledgement is before
the close of the New York Stock Exchange on a Valuation Day, the instructions
will be carried out that day. Otherwise, the instructions will be carried out at
the close of the New York Stock Exchange the
<PAGE>
16                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
next Valuation Day. If you do not receive an electronic acknowledgement, you
should telephone us as soon as possible.

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.

Telephone or Internet transfer requests may currently only be cancelled by
calling us at (800) 862-6668 before the close of the New York Stock Exchange.

Hartford, our agents or our affiliates are not responsible for losses resulting
from telephone or electronic requests that we believe are genuine. We will use
reasonable procedures to confirm that instructions received by telephone or
through our website are genuine, including a requirement that contract owners
provide certain identification information, including a personal identification
number. We record all telephone transfer instructions. We reserve the right to
suspend, modify, or terminate telephone or electronic transfer privileges 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 from your
designated third party, subject to any transfer restrictions in place, 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 4 charges and fees associated with the Contract and the Optional Death
Benefit charge:

1.  MORTALITY AND EXPENSE RISK CHARGE

For assuming risks under the Contract, we will deduct a daily charge at the
annual rate of 0.40% of Contract Value (estimated at 0.30% for mortality and
0.10% for expenses).

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. The risk that we
bear during this period is that actual mortality rates may be lower than
anticipated.

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 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.

2.  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.

3.  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.

4.  CHARGES AGAINST THE FUNDS

The Separate Account purchases shares of the Funds at net asset value. The net
asset value of the Fund shares 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 CHARGE -- If you elect the Optional Death Benefit, we
will subtract an additional charge on a daily basis until we begin to make
Annuity Payouts which is equal to an
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   17
- --------------------------------------------------------------------------------
annual charge of .15% of your Contract Value invested in the Funds.

WRAP FEE PROGRAM CHARGES -- There are fees and charges associated with your Wrap
Fee Program which are separate from and in addition to the charges described in
this prospectus that Hartford deducts for your annuity. Your Registered
Representative will be able to describe these fees and charges to you.

WE MAY OFFER, IN OUR DISCRETION, REDUCED FEES AND CHARGES INCLUDING, BUT NOT
LIMITED TO THE MORTALITY AND EXPENSE RISK CHARGE, OPTIONAL DEATH BENEFIT 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?

Your Contract has a Death Benefit which is equal to the amounts payable under
the standard Death Benefit or the Optional Death Benefit. We pay the Death
Benefit if the Contract Owner, joint owner or Annuitant, die before we begin to
make annuity payments. The 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. We calculate the Death Benefit as of the
date we receive a certified death certificate or other legal document acceptable
to us.

The Death Benefit will be the greater of:

- - the total Premium Payments you have made to us minus the dollar amount of any
  partial Surrenders;

- - 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
resulting from this series of calculations.

If you elect the Optional Death Benefit, the Death Benefit will be the greater
of:

- - the total Premium Payments you have made to us minus the dollar amount of any
  Partial Surrenders;

- - the Contract Value of your annuity;

- - your Maximum Anniversary Value or

- - your Interest Accumulation Value described below.

The Interest Accumulation Value is equal to:

- - Your Contract Value of your Annuity;

- - Plus any Premium Payments made

- - Minus any partial Surrenders;

- - Compounded daily at an annual rate of 5%.

If you have taken any partial Surrenders, the Interest Accumulation Value will
be adjusted to reduce the Optional Death Benefit proportionally for any partial
Surrenders.

The Interest Accumulation Value stops compounding on the deceased's 81st
birthday. After that date, the Interest Accumulation Value will be adjusted to
add any Premium Payments made after that date, and minus any proportional
adjustments for partial Surrenders.

The Optional Death Benefit is limited to a maximum of 200% of any Premium
Payments made less proportional adjustments for any Surrenders.

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

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

If you elect to add the Optional Death Benefit after you purchase your Annuity,
the Interest Accumulation Value will be:

- - Your Contract Value on the date we add the Optional Death Benefit to your
  Annuity;

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

- - Minus any partial surrenders after the Optional Death Benefit is added;

- - Compounded daily at an annual interest rate of 5%.

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, 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
<PAGE>
18                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
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Date. Once we receive a certified death certificate or other legal document
acceptable to us, the Beneficiary can: (a) make Sub-Account transfers and
(b) take Surrenders.

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.

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 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. This spousal continuation is available only once for each
Contract.

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               Joint Contract Owner
                              Contract Owner              is living or deceased       receives the Death
                                                                                      Benefit.
Contract Owner                There is no surviving       The Annuitant               Designated Beneficiary
                              joint Contract Owner        is living or deceased       receives the Death
                                                                                      Benefit.
Contract Owner                There is no surviving       The Annuitant               Contract Owner's estate
                              joint Contract Owner and    is living or 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(s) 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.

<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   19
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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 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.
  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. The Commuted Value is determined on the
day we receive your written request for Surrender.

PARTIAL SURRENDERS AFTER THE ANNUITY COMMENCEMENT DATE -- Partial Surrenders are
permitted after the Annuity Commencement Date if you select the Life Annuity
With Payments for a Period Certain, Joint and Last Survivor Life Annuity With
Payments for a Period Certain or the Payment for a Period Certain Annuity Payout
Options. You may take partial Surrenders of amounts equal to the Commuted Value
of the payments that we would have made during the "Period Certain" or the
number of years you select under the Annuity Payout Option that we guarantee to
make Annuity Payouts.

To qualify for partial Surrenders under these Annuity Payout Options you must
elect a variable dollar amount Annuity Payout and you must make the Surrender
request during the Period Certain.

Hartford will deduct any applicable Contingent Deferred Sales Charges.

If you elect to take the entire Commuted Value of the Annuity Payouts we would
have made during the Period Certain, Hartford will not make any Annuity Payouts
during the remaining Period Certain. If you elect to take only some of the
Commuted Value of the Annuity Payouts we would have made during the Period
Certain, Hartford will reduce the remaining Annuity Payouts during the remaining
Period Certain. Annuity Payouts that are to be made after the Period Certain is
over will not change.

Please check with your qualified tax adviser because there could be adverse tax
consequences for partial Surrenders after the Annuity Commencement Date.

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, (c) the SEC permits and
orders postponement, or (d) 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.
<PAGE>
20                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
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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 QUALIFIED 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:

- - When do you want Annuity Payouts to begin?

- - Which Annuity Payout Option do you want to use?


- - How often do you want the payee to receive Annuity Payouts?



- - What level of Assumed Investment Return do you prefer?



- - Do you want fixed-dollar amount or variable-dollar amount Annuity Payouts or a
  combination of both?


Please check with your financial adviser 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 Annuitant's 90th
birthday or the end of the 10th Contract Year, whichever is later unless you
elect a later date to begin receiving payments subject to the laws and
regulations then in effect and our approval. 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. Once we begin to
make Annuity Payouts, the Annuity Payout Option cannot be changed.

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.

LIFE ANNUITY WITH A CASH REFUND -- We will make Annuity Payouts as long as the
Annuitant is living. When the Annuitant dies, if the Annuity Payouts already
made are less than the Contract Value minus any Premium Tax, the remaining value
will be paid to the Beneficiary. The remaining value is equal to the Contract
Value minus any Premium Tax minus the Annuity Payouts already made. This option
is only available for Annuity Payouts using the 5% Assumed Investment Return.

LIFE ANNUITY WITH PAYMENTS FOR A PERIOD CERTAIN -- We will make Annuity Payouts
as long as the Annuitant is living, but we at least guarantee to make Annuity
Payouts for a time period you select, between 5 years and 100 years minus the
Annuitant's age. If the Annuitant dies before the guaranteed number of years
have passed, then the Beneficiary may elect to (a) continue Annuity Payouts for
the remainder of the guaranteed number of years or (b) receive the Commuted
Value in one sum.

For Qualified Contracts, the guaranteed number of years must be less than the
life expectancy of the Annuitant at the time the
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HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   21
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Annuity Payouts begin. We compute life expectancy using the IRS mortality
tables.

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 Payout 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-dollar amount Annuity Payouts, these percentages represent Annuity
Units. For fixed-dollar amount Annuity Payouts, the percentages 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.

JOINT AND LAST SURVIVOR LIFE ANNUITY WITH PAYMENTS FOR A PERIOD CERTAIN -- We
will make Annuity Payouts as long as either the Annuitant or Joint Annuitant are
living, but we at least guarantee to make Annuity Payouts for a time period you
select, between 5 years and 100 years minus the Annuitant's age. If the
Annuitant and the Joint Annuitant both die before the guaranteed number of years
have passed, then the Beneficiary has two options, (a) continue Annuity Payouts
for the remainder of the guaranteed number of years or (b) receive the Commuted
Value in one sum.

When choosing this option, you must decide what will happen to the Annuity
Payouts 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-dollar amount Annuity Payouts, these percentages represent Annuity
Units. For fixed-dollar amount Annuity Payouts, these percentages 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.


PAYMENTS FOR A PERIOD CERTAIN -- We will make Annuity Payouts for the number of
years that you select. You can select between 5 years and 30 years.

IMPORTANT INFORMATION:

- - 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 Payments for a Period Certain Annuity Payout Option using a ten
  year period certain.

- - 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 Life Annuity Payout Option.

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 LEVEL OF ASSUMED INVESTMENT RETURN DO YOU PREFER?

The Assumed Investment Return ("AIR") is the investment return you select before
we start to make Annuity Payouts. It is a critical assumption for calculating
variable dollar amount Annuity Payouts. The first Annuity Payout will be based
upon the AIR. The remaining Annuity Payouts will fluctuate based on the
performance of the underlying Funds.

Subject to the approval of your State, you can select one of three AIRs: 3%, 5%
or 6%. The greater the AIR, the greater the initial Annuity Payout. A higher AIR
may result in smaller potential growth in the Annuity Payouts. On the other
hand, a lower AIR results in a lower initial Annuity Payout, but future Annuity
Payouts have the potential to be greater.

For example, if the second monthly Annuity Payout is the same as the first, the
sub-accounts earned exactly the same return as the AIR. If the second monthly
Annuity Payout is more than the first, the sub-accounts earned more than the
AIR. If the second Annuity Payout is less than the first, the sub-account earned
less than the AIR.


Level variable-dollar amount Annuity Payouts would be produced if the investment
returns remained constant and equal to the AIR. In fact, Annuity Payouts will
vary up or down as the investment rate varies up or down from the AIR.

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


5.  DO YOU WANT FIXED-DOLLAR AMOUNT OR VARIABLE-DOLLAR AMOUNT ANNUITY PAYOUTS OR
A COMBINATION OF BOTH?


You may choose an Annuity Payout Option with fixed-dollar amounts,
variable-dollar amounts or a combination 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-dollar amount Annuity Payout Option 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 for 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.

COMBINATION ANNUITY PAYOUTS -- You may choose to receive a combination of
fixed-dollar amount and variable-dollar amount annuity payouts as long as they
total 100% of your Annuity Payout. For example, you may choose to receive 40%
fixed-dollar amount and 60% variable-dollar amount to meet your income needs.

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- -- 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 a customized allocation for your Sub-Accounts to help you reach your
investment goals. 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 you have chosen. 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.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   23
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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 affect 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 7% 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 affect the amounts paid by the policyholders or Contract
Owners to purchase, hold or Surrender variable insurance products.


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: Investment Product Services
P.O. Box 5085
Hartford, Connecticut 06102-5085
Telephone: (800) 862-6668 (Contract Owners)
         (800) 862-7155 (Registered Representatives)
<PAGE>
24                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

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.

 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
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   25
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    Contract shall be treated as an amount received for purposes of this
     subparagraph a. and the next subparagraph b.

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

    b. DISTRIBUTIONS AFTER ANNUITY COMMENCEMENT DATE.

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

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

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

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

    c. AGGREGATION OF TWO OR MORE ANNUITY CONTRACTS.

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

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

  i. If any amount is received or deemed received on the Contract (before or
     after the Annuity Commencement Date), the Code applies a penalty tax equal
     to ten percent of the portion of the amount includable in gross income,
     unless an exception applies.

 ii. The 10% penalty tax will not apply to the following distributions
     (exceptions vary based upon the precise plan involved):

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

    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-
<PAGE>
26                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
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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. Distributions must
    begin within a year of the Contract Owner's 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 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-
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   27
- --------------------------------------------------------------------------------
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

Any portion of a distribution that is (or is deemed to be) current taxable
income to the Contract Owner will be subject to federal income tax withholding
and reporting under the Code. Generally, however, a Contract Owner may elect not
to have income taxes withheld or to have income taxes withheld at a different
rate by filing a completed election form with us. Election forms will be
provided at the time distributions are required.

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.

G.  GENERATION-SKIPPING TRANSFERS

Under certain circumstances, the Internal Revenue Code may impose a "generation
skipping transfer tax" when all or part of an annuity is transferred to, or a
death benefit is paid to, an individual two or more generations younger than the
owner. Federal tax law may require us to deduct the tax from your contract, or
from any applicable payment, and pay it directly to the Internal Revenue
Service.
<PAGE>
28                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

TABLE OF CONTENTS TO STATEMENT OF ADDITIONAL INFORMATION

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

<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   29
- --------------------------------------------------------------------------------

APPENDIX I -- INFORMATION REGARDING TAX-QUALIFIED 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 $10,500 (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 2000, $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 of a
governmental employer 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. The requirement of a trust does
not apply to amounts under a Deferred Compensation Plan of a tax-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.
<PAGE>
30                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

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 distribution 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 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 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.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   31
- --------------------------------------------------------------------------------

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>
32                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

APPENDIX II -- OPTIONAL DEATH BENEFIT -- EXAMPLES

EXAMPLE 1
Assume that you make a Premium Payment of $100,000. On the first Contract
Anniversary assume your Contract Value is $108,000.00. The Interest Accumulation
Value is $105,000 or 5% accumulation on the $100,000 Premium Payment.

<TABLE>
<C>            <S>
$100,000       Premium Payment
$  5,000       Interest of 5%
- --------
$105,000       Interest Accumulation Value
</TABLE>

If you request a partial Surrender of $10,000 the next day, your Interest
Accumulation Value will change. The adjustment for the partial Surrender is
determined by dividing the partial Surrender amount by the Contract Value prior
to the Surrender and multiplying that amount by the Interest Accumulation Value
prior to the Surrender. To determine the new Interest Accumulation Value, that
total is then subtracted from the Interest Accumulation Value prior to the
Surrender.

<TABLE>
<C>            <S>
$ 10,000       partial Surrender divided by
$108,000       Contract Value prior to Surrender equals
  .09259       multiplied by
$105,000       Interest Accumulation Value for a total of
$  9,722       to be deducted from the Interest Accumulation Value equals
$ 95,278       the new Interest Accumulation Value
</TABLE>

EXAMPLE 2
Assume that you make a Premium Payment of $100,000. On the first Contract
Anniversary assume your Contract Value is $92,000.00. The Interest Accumulation
Value is $105,000 or 5% accumulation on the $100,000 Premium Payment.

<TABLE>
<C>            <S>
$100,000       Premium Payment
$  5,000       Interest of 5%
- --------
$105,000       Interest Accumulation Value
</TABLE>

If you request a partial Surrender of $10,000 the next day, your Interest
Accumulation Value will change. The adjustment for the partial Surrender is
determined by dividing the partial Surrender amount by the Contract Value prior
to the Surrender and multiplying that amount by the Interest Accumulation Value
prior to the Surrender. To determine the new Interest Accumulation Value, that
total is then subtracted from the Interest Accumulation Value prior to the
Surrender.

<TABLE>
<C>            <S>
$ 10,000       partial Surrender divided by
$ 92,000       Contract Value prior to Surrender equals
  .10870       multiplied by
$105,000       Interest Accumulation Value for a total of
$ 11,413       to be deducted from the Interest Accumulation Value equals
$ 93,587       the New Interest Accumulation Value
</TABLE>

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

                     SECTION 403(b)(11) ACKNOWLEDGMENT FORM

The 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:

- - attained age 59 1/2,

- - separated from service,

- - died, or

- - 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 your annuity. Please refer to your Plan.

Please complete the following and return to:

    Hartford Life and Annuity Insurance Company
    Investment Product Services
    P.O. Box 5085
    Hartford, Connecticut 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 for the [PRODUCT NAME], please
complete the form below and mail to:


    Hartford Life and Annuity Insurance Company
    Attn: Investment Product Services
    P.O. Box 5085
    Hartford, Connecticut 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>



                                       -2-

                       STATEMENT OF ADDITIONAL INFORMATION

                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
                              SEPARATE ACCOUNT ONE

                                 [PRODUCT NAME]

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: Investment Product Services, P.O. Box 5085, Hartford,
Connecticut 06102-5085.





Date of Prospectus:  May 10, 2000

Date of Statement of Additional Information:  May 10, 2000


<PAGE>




                                       -3-


                                TABLE OF CONTENTS


SECTION                                                                     PAGE
- -------                                                                     ----
DESCRIPTION OF HARTFORD LIFE AND ANNUITY INSURANCE COMPANY................   4

SAFEKEEPING OF ASSETS ....................................................   4

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

DISTRIBUTION OF CONTRACTS.................................................   5

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

PERFORMANCE COMPARISONS...................................................   9

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




<PAGE>



                                       -4-


DESCRIPTION OF HARTFORD LIFE AND ANNUITY INSURANCE COMPANY

Hartford Life and Annuity Insurance Company is a stock life insurance company
engaged in the business of writing life insurance and annuities, both individual
and group, in all states of the United States, 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>
- ------------------------------------------- ---------------------- -------------- ------------------------------------
              Rating Agency                       Effective           Rating                Basis of Rating
                                               Date of Rating
<S>                                         <C>                    <C>            <C>
- ------------------------------------------- ---------------------- -------------- ------------------------------------
A.M. Best and Company, Inc.                        1/1/99               A+        Financial performance
- ------------------------------------------- ---------------------- -------------- ------------------------------------
Standard & Poor's                                  8/1/99               AA        Insurer financial strength
- ------------------------------------------- ---------------------- -------------- ------------------------------------
Duff & Phelps                                      7/1/99               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>


                                   -5-


                            DISTRIBUTION OF CONTRACTS

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

HSD is an affiliate of Hartford. Hartford's parent company indirectly owns
100% of HSD. The principal business address of HSD is the same as that of
Hartford.

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

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

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 principal underwriter has
been:  1999: $226,178,603; 1998: $107,925,386; and 1997:  $134,304,585.
HSD has retained none of these commissions.


                         CALCULATION OF YIELD AND RETURN

YIELD OF A MARKET SUB-ACCOUNT. As summarized in the Prospectus under the heading
"Performance Related Information," the yield of a money market 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 divided by 7 and subtracting 1
from the result, according to the following formula:

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



<PAGE>



                                   -6-


   YIELD AND EFFECTIVE YIELD FOR THE SEVEN-DAY PERIOD ENDING DECEMBER 31, 1999

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

SUB-ACCOUNT                              YIELD     EFFECTIVE YIELD
- -------------------------------------------------------------------------------
Hartford Money Market HLS Fund           4.94%          5.06%
- -------------------------------------------------------------------------------

THE MONEY MARKET 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.

YIELD OF SUB-ACCOUNTS. As summarized in the Prospectus under the heading
"Performance Related Information," yields of 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 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 Funds.

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 based charges
assessed under the Contract over the base period. Yield quotations based on a
30-day period are computed by dividing the dividends and interests earned during
the period by the maximum offering price per unit on the last day of the period,
according to the following formula:

Example:
                                                            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.


<PAGE>



                                   -7-



  YIELD QUOTATION BASED ON A 30-DAY PERIOD ENDED DECEMBER 31, 1999

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

SUB-ACCOUNT                                 YIELD
- -------------------------------------------------------------------
Hartford Bond HLS Fund                      6.59%
- -------------------------------------------------------------------
Hartford High Yield HLS Fund                9.22%
- -------------------------------------------------------------------
Hartford Mortgage Securities HLS Fund       6.41%
- -------------------------------------------------------------------

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.

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. Standardized 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. (These returns assume a mortality and risk expense charge
of 0.40%.) There is no information for Hartford Global Health HLS Fund and
Hartford Global Technology HLS Fund Sub-Accounts, because as of December 31,
1999 the Sub-Accounts had not commenced operations.


<TABLE>
<CAPTION>

                   STANDARDIZED AVERAGE ANNUAL TOTAL RETURN FOR YEAR ENDED DECEMBER 31, 1999

- -------------------------------------------------------------------------------------------------------------------
                                   SEPARATE
                                    ACCOUNT        1 YEAR          5 YEAR          10 YEAR     SINCE INCEPTION OF
          SUB-ACCOUNT           INCEPTION DATE                                                  SEPARATE ACCOUNT
<S>                             <C>                <C>             <C>             <C>         <C>
- -------------------------------------------------------------------------------------------------------------------
Mitchell Hutchins Series Trust      1/2/92         10.01%          21.59%            N/A             12.09%
Growth and Income Portfolio
- -------------------------------------------------------------------------------------------------------------------
Mitchell Hutchins Series Trust      9/29/98         1.48%            N/A             N/A              3.38%
Strategic Growth Portfolio
- -------------------------------------------------------------------------------------------------------------------
Mitchell Hutchins Series Trust      9/29/98        17.97%            N/A             N/A             36.16%
Tactical Allocation Portfolio
- -------------------------------------------------------------------------------------------------------------------
Hartford Advisers HLS Fund          5/20/91        10.14%          20.28%            N/A             14.40%
- -------------------------------------------------------------------------------------------------------------------
Hartford Bond HLS Fund              5/20/91        -2.41%          7.25%             N/A              6.73%
- -------------------------------------------------------------------------------------------------------------------
Hartford Capital Appreciation       5/20/91        36.91%          24.51%            N/A             21.17%
HLS Fund
- -------------------------------------------------------------------------------------------------------------------
Hartford Dividend and Growth        3/9/94          4.89%          21.58%            N/A             18.61%
HLS Fund
- -------------------------------------------------------------------------------------------------------------------
Hartford Global Leaders HLS Fund    10/1/98        49.77%            N/A             N/A             72.28%
- -------------------------------------------------------------------------------------------------------------------


<PAGE>


                                               -8-


- -------------------------------------------------------------------------------------------------------------------
Hartford Growth and Income HLS      5/29/98        21.34%           N/A              N/A             25.80%
Fund
- -------------------------------------------------------------------------------------------------------------------
Hartford High Yield HLS Fund        10/1/98         4.29%           N/A              N/A              6.28%
- -------------------------------------------------------------------------------------------------------------------
Hartford Index HLS Fund             5/20/91        20.01%          27.30%            N/A             18.65%
- -------------------------------------------------------------------------------------------------------------------
Hartford International Advisers     3/1/95         22.67%           N/A              N/A             13.83%
HLS Fund
- -------------------------------------------------------------------------------------------------------------------
Hartford International              5/20/91        39.30%          14.90%            N/A             11.84%
Opportunities HLS Fund
- -------------------------------------------------------------------------------------------------------------------
Hartford MidCap HLS Fund            7/30/97        51.20%           N/A              N/A             37.58%
- -------------------------------------------------------------------------------------------------------------------
Hartford Money Market HLS Fund      5/20/91         4.47%          4.86%             N/A              4.25%
- -------------------------------------------------------------------------------------------------------------------
Hartford Mortgage Securities        5/20/91         1.11%          7.16%             N/A              6.22%
HLS Fund
- -------------------------------------------------------------------------------------------------------------------
Hartford Small Company HLS Fund     8/9/96         65.17%           N/A              N/A             28.07%
- -------------------------------------------------------------------------------------------------------------------
Hartford Stock HLS Fund             5/20/91        19.30%          27.98%            N/A             18.97%
- -------------------------------------------------------------------------------------------------------------------
</TABLE>


Performance figures above do not reflect any deductions for Optional Death
Benefit charges. Performance would have been lower had the Optional Death
Benefit been available and been chosen.

In addition to the standardized total return, the Sub-Accounts may advertise
a non-standardized total return. This figure will usually be calculated since
the inception of the underlying fund 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
Annual Maintenance Fee is not deducted. 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 annualized total return
quotations for the Sub-Accounts. (These returns assume a mortality and risk
expense charge of 0.40%.) There is no information for Hartford Global Health
HLS Fund and Hartford Global Technology HLS Fund Sub-Accounts, because as of
December 31, 1999 the Sub-Accounts had not commenced operations.


<TABLE>
<CAPTION>
NON-STANDARDIZED ANNUALIZED TOTAL RETURN THAT PRE-DATE THE INCEPTION DATE OF THE SEPARATE ACCOUNT FOR YEAR ENDED
                                        DECEMBER 31, 1999

- -------------------------------------------------------------------------------------------------------------------
                                     FUND
          SUB-ACCOUNT           INCEPTION DATE     1 YEAR          5 YEAR          10 YEAR     SINCE INCEPTION OF
                                                                                                      FUND
<S>                             <C>                <C>             <C>             <C>         <C>
- -------------------------------------------------------------------------------------------------------------------
Mitchell Hutchins Series Trust      1/2/92         10.01%          21.59%            N/A             12.09%
Growth and Income Portfolio
- -------------------------------------------------------------------------------------------------------------------
Mitchell Hutchins Series Trust      9/29/98         1.48%            N/A             N/A              3.38%
Strategic Growth Portfolio
- -------------------------------------------------------------------------------------------------------------------
Mitchell Hutchins Series Trust      9/29/98        17.97%            N/A             N/A             36.16%
Tactical Allocation Portfolio
- -------------------------------------------------------------------------------------------------------------------
Hartford Advisers HLS Fund          3/31/83        10.14%          20.28%          13.53%              N/A
- -------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                      -9-


<TABLE>
- -------------------------------------------------------------------------------------------------------------------
<S>                             <C>                <C>             <C>             <C>         <C>
Hartford Bond HLS Fund              8/31/77        -2.41%          7.25%            6.97%              N/A
- -------------------------------------------------------------------------------------------------------------------
Hartford Capital Appreciation       4/2/84         36.91%          24.51%          19.29%              N/A
HLS Fund
- -------------------------------------------------------------------------------------------------------------------
Hartford Dividend and Growth        3/8/94          4.89%          21.58%            N/A             18.61%
HLS Fund
- -------------------------------------------------------------------------------------------------------------------
Hartford Global Leaders HLS Fund    10/1/98        49.77%           N/A              N/A             72.28%
- -------------------------------------------------------------------------------------------------------------------
Hartford Growth and Income HLS      5/29/98        21.34%           N/A              N/A             25.80%
Fund
- -------------------------------------------------------------------------------------------------------------------
Hartford High Yield HLS Fund        10/1/98         4.29%           N/A              N/A              6.28%
- -------------------------------------------------------------------------------------------------------------------
Hartford Index HLS Fund             5/1/87         20.01%          27.30%          16.97%              N/A
- -------------------------------------------------------------------------------------------------------------------
Hartford International Advisers     3/1/95         22.67%           N/A              N/A             13.83%
HLS Fund
- -------------------------------------------------------------------------------------------------------------------
Hartford International              7/2/90         39.30%          14.90%            N/A              9.92%
Opportunities HLS Fund
- -------------------------------------------------------------------------------------------------------------------
Hartford MidCap HLS Fund            7/30/97        51.20%           N/A              N/A             37.58%
- -------------------------------------------------------------------------------------------------------------------
Hartford Money Market HLS Fund      6/30/80         4.47%          4.86%            4.68%              N/A
- -------------------------------------------------------------------------------------------------------------------
Hartford Mortgage Securities        1/1/85          1.11%          7.16%            6.68%              N/A
HLS Fund
- -------------------------------------------------------------------------------------------------------------------
Hartford Small Company HLS Fund     8/9/96         65.17%           N/A              N/A             28.07%
- -------------------------------------------------------------------------------------------------------------------
Hartford Stock HLS Fund             8/31/77        19.30%          27.98%          17.41%              N/A
- -------------------------------------------------------------------------------------------------------------------
</TABLE>


Performance figures above do not reflect any deductions for Optional Death
Benefit charges. Performance would have been lower had the Optional Death
Benefit been available and been chosen.

                             PERFORMANCE COMPARISONS

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


<PAGE>

                                   -10-


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 about 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>
 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,
Global Leaders Fund, High Yield Fund, Growth and Income Fund, Mentor VIP Capital
Growth Fund, Mentor VIP Perpetual International Fund, Mentor VIP Growth Fund,
Mercury VI US Large Cap Fund and Merrill Lynch Global Growth Focus Fund)
(collectively, the Account) as of December 31, 1999, 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,
1999, 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 17, 2000                                            ARTHUR ANDERSEN LLP

_____________________________________ SA-1 _____________________________________
<PAGE>
 SEPARATE ACCOUNT ONE
- --------------------------------------------------------------------------------
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
STATEMENTS OF ASSETS AND LIABILITIES
DECEMBER 31, 1999
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                             BOND FUND        STOCK FUND
                                            SUB-ACCOUNT      SUB-ACCOUNT
                                            ------------    --------------
<S>                                         <C>             <C>
ASSETS:
  Investments:
    Hartford Bond HLS Fund, Inc. -
     Class IA
    Shares 449,867,813
    Cost $471,536,987
      Market Value......................    $447,106,524          --
    Hartford Stock HLS Fund, Inc. -
     Class IA
    Shares 659,095,163
    Cost $3,107,192,905
      Market Value......................         --         $4,710,808,860
    Hartford Money Market HLS
     Fund, Inc. - Class IA
    Shares 548,422,425
    Cost $548,422,425
      Market Value......................         --               --
    Hartford Advisers HLS Fund, Inc. -
     Class IA
    Shares 2,366,315,491
    Cost $5,444,912,732
      Market Value......................         --               --
    Hartford Capital Appreciation HLS
     Fund, Inc. - Class IA
    Shares 672,032,314
    Cost $2,550,014,270
      Market Value......................         --               --
    Hartford Mortgage Securities HLS
     Fund, Inc. - Class IA
    Shares 117,880,676
    Cost $127,698,156
      Market Value......................         --               --
    Hartford Index HLS Fund, Inc. -
     Class IA
    Shares 266,744,217
    Cost $736,583,539
      Market Value......................         --               --
    Hartford International Opportunities
     HLS Fund, Inc. - Class IA
    Shares 480,127,442
    Cost $614,510,013
      Market Value......................         --               --
    Hartford Dividend and Growth HLS
     Fund, Inc. - Class IA
    Shares 923,635,920
    Cost $1,584,821,109
      Market Value......................         --               --
    Hartford International Advisers HLS
     Fund, Inc. - Class IA
    Shares 196,357,266
    Cost $227,828,642
      Market Value......................         --               --
  Due from Hartford Life and Annuity
   Insurance Company....................         --              1,569,635
  Receivable from fund shares sold......         821,248          --
                                            ------------    --------------
  Total Assets..........................     447,927,772     4,712,378,495
                                            ------------    --------------
LIABILITIES:
  Due to Hartford Life and Annuity
   Insurance Company....................         821,442          --
  Payable for fund shares purchased.....         --              1,564,212
                                            ------------    --------------
  Total Liabilities.....................         821,442         1,564,212
                                            ------------    --------------
  Net Assets (variable annuity contract
   liabilities).........................    $447,106,330    $4,710,814,283
                                            ============    ==============
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

            -------------------------------------------------  SA-2
               -------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
<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 449,867,813
    Cost $471,536,987
      Market Value......................     --              --                --                 --                 --
    Hartford Stock HLS Fund, Inc. -
     Class IA
    Shares 659,095,163
    Cost $3,107,192,905
      Market Value......................     --              --                --                 --                 --
    Hartford Money Market HLS
     Fund, Inc. - Class IA
    Shares 548,422,425
    Cost $548,422,425
      Market Value...................... $548,422,425        --                --                 --                 --
    Hartford Advisers HLS Fund, Inc. -
     Class IA
    Shares 2,366,315,491
    Cost $5,444,912,732
      Market Value......................     --         $7,015,590,643         --                 --                 --
    Hartford Capital Appreciation HLS
     Fund, Inc. - Class IA
    Shares 672,032,314
    Cost $2,550,014,270
      Market Value......................     --              --           $4,096,297,700          --                 --
    Hartford Mortgage Securities HLS
     Fund, Inc. - Class IA
    Shares 117,880,676
    Cost $127,698,156
      Market Value......................     --              --                --             $122,536,020           --
    Hartford Index HLS Fund, Inc. -
     Class IA
    Shares 266,744,217
    Cost $736,583,539
      Market Value......................     --              --                --                 --           $1,117,332,843
    Hartford International Opportunities
     HLS Fund, Inc. - Class IA
    Shares 480,127,442
    Cost $614,510,013
      Market Value......................     --              --                --                 --                 --
    Hartford Dividend and Growth HLS
     Fund, Inc. - Class IA
    Shares 923,635,920
    Cost $1,584,821,109
      Market Value......................     --              --                --                 --                 --
    Hartford International Advisers HLS
     Fund, Inc. - Class IA
    Shares 196,357,266
    Cost $227,828,642
      Market Value......................     --              --                --                 --                 --
  Due from Hartford Life and Annuity
   Insurance Company....................   4,024,594         --                --                 --                 --
  Receivable from fund shares sold......     --               954,565          2,647,605            70,893            110,670
                                         ------------   --------------    --------------      ------------     --------------
  Total Assets.......................... 552,447,019    7,016,545,208      4,098,945,305       122,606,913      1,117,443,513
                                         ------------   --------------    --------------      ------------     --------------
LIABILITIES:
  Due to Hartford Life and Annuity
   Insurance Company....................     --               950,615          2,404,382            72,076            105,519
  Payable for fund shares purchased.....   4,001,041         --                --                 --                 --
                                         ------------   --------------    --------------      ------------     --------------
  Total Liabilities.....................   4,001,041          950,615          2,404,382            72,076            105,519
                                         ------------   --------------    --------------      ------------     --------------
  Net Assets (variable annuity contract
   liabilities)......................... $548,445,978   $7,015,594,593    $4,096,540,923      $122,534,837     $1,117,337,994
                                         ============   ==============    ==============      ============     ==============

<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 449,867,813
    Cost $471,536,987
      Market Value......................        --                   --              --
    Hartford Stock HLS Fund, Inc. -
     Class IA
    Shares 659,095,163
    Cost $3,107,192,905
      Market Value......................        --                   --              --
    Hartford Money Market HLS
     Fund, Inc. - Class IA
    Shares 548,422,425
    Cost $548,422,425
      Market Value......................        --                   --              --
    Hartford Advisers HLS Fund, Inc. -
     Class IA
    Shares 2,366,315,491
    Cost $5,444,912,732
      Market Value......................        --                   --              --
    Hartford Capital Appreciation HLS
     Fund, Inc. - Class IA
    Shares 672,032,314
    Cost $2,550,014,270
      Market Value......................        --                   --              --
    Hartford Mortgage Securities HLS
     Fund, Inc. - Class IA
    Shares 117,880,676
    Cost $127,698,156
      Market Value......................        --                   --              --
    Hartford Index HLS Fund, Inc. -
     Class IA
    Shares 266,744,217
    Cost $736,583,539
      Market Value......................        --                   --              --
    Hartford International Opportunities
     HLS Fund, Inc. - Class IA
    Shares 480,127,442
    Cost $614,510,013
      Market Value......................     $900,687,872            --              --
    Hartford Dividend and Growth HLS
     Fund, Inc. - Class IA
    Shares 923,635,920
    Cost $1,584,821,109
      Market Value......................        --             $1,984,734,728        --
    Hartford International Advisers HLS
     Fund, Inc. - Class IA
    Shares 196,357,266
    Cost $227,828,642
      Market Value......................        --                   --         $274,250,426
  Due from Hartford Life and Annuity
   Insurance Company....................        1,056,559            --                1,454
  Receivable from fund shares sold......        --                    765,866        --
                                             ------------      --------------   ------------
  Total Assets..........................      901,744,431       1,985,500,594    274,251,880
                                             ------------      --------------   ------------
LIABILITIES:
  Due to Hartford Life and Annuity
   Insurance Company....................        --                    763,409        --
  Payable for fund shares purchased.....        1,313,277            --                2,289
                                             ------------      --------------   ------------
  Total Liabilities.....................        1,313,277             763,409          2,289
                                             ------------      --------------   ------------
  Net Assets (variable annuity contract
   liabilities).........................     $900,431,154      $1,984,737,185   $274,249,591
                                             ============      ==============   ============
</TABLE>

            -------------------------------------------------  SA-3
               -------------------------------------------------
<PAGE>
 SEPARATE ACCOUNT ONE
- --------------------------------------------------------------------------------
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
STATEMENTS OF ASSETS AND LIABILITIES -- (CONTINUED)
DECEMBER 31, 1999
- --------------------------------------------------------------------------------

<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 212,076,990
    Cost $280,439,845
      Market Value......................    $463,977,162         --
    Hartford MidCap HLS Fund, Inc. -
     Class IA
    Shares 191,961,289
    Cost $297,691,376
      Market Value......................        --          $394,192,314
    Hartford Global Leaders HLS Fund -
     Class IA
    Shares 61,681,952
    Cost $94,610,676
      Market Value......................        --               --
    Hartford High Yield HLS Fund -
     Class IA
    Shares 24,345,792
    Cost $25,309,628
      Market Value......................        --               --
    Hartford Growth and Income HLS Fund
     - Class IA
    Shares 90,572,348
    Cost $114,627,320
      Market Value......................        --               --
    Mentor VIP Capital Growth
     Fund, Inc.
    Shares 109,628
    Cost $1,371,449
      Market Value......................        --               --
    Mentor VIP Perpetual International
     Fund, Inc.
    Shares 106,262
    Cost $1,460,933
      Market Value......................        --               --
    Mentor VIP Growth Fund, Inc.
    Shares 64,247
    Cost $676,124
      Market Value......................        --               --
    Mercury VI US Large Cap Fund -
     Class A
    Shares 1,173
    Cost $13,731
      Market Value......................        --               --
    Merrill Lynch Global Growth Focus
     Fund - Class A
    Shares 6,455
    Cost $91,458
      Market Value......................        --               --
  Due from Hartford Life and Annuity
   Insurance Company....................        797,344        1,361,926
                                            ------------    ------------
  Total Assets..........................    464,774,506      395,554,240
                                            ------------    ------------
LIABILITIES:
  Due to Hartford Life and Annuity
   Insurance Company....................        --               --
  Payable for fund shares purchased.....        797,460        1,361,681
                                            ------------    ------------
  Total Liabilities.....................        797,460        1,361,681
                                            ------------    ------------
  Net Assets (variable annuity contract
   liabilities).........................    $463,977,046    $394,192,559
                                            ============    ============
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

            -------------------------------------------------  SA-4
               -------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                            GLOBAL         HIGH        GROWTH AND    MENTOR VIP CAPITAL   MENTOR VIP PERPETUAL
                                         LEADERS FUND   YIELD FUND    INCOME FUND       GROWTH FUND        INTERNATIONAL FUND
                                         SUB-ACCOUNT    SUB-ACCOUNT   SUB-ACCOUNT       SUB-ACCOUNT           SUB-ACCOUNT
                                         ------------   -----------   ------------   ------------------   --------------------
<S>                                      <C>            <C>           <C>            <C>                  <C>
ASSETS:
  Investments:
    Hartford Small Company HLS
     Fund, Inc. - Class IA
    Shares 212,076,990
    Cost $280,439,845
      Market Value......................     --             --            --               --                   --
    Hartford MidCap HLS Fund, Inc. -
     Class IA
    Shares 191,961,289
    Cost $297,691,376
      Market Value......................     --             --            --               --                   --
    Hartford Global Leaders HLS Fund -
     Class IA
    Shares 61,681,952
    Cost $94,610,676
      Market Value...................... $117,991,405       --            --               --                   --
    Hartford High Yield HLS Fund -
     Class IA
    Shares 24,345,792
    Cost $25,309,628
      Market Value......................     --         $24,464,405       --               --                   --
    Hartford Growth and Income HLS Fund
     - Class IA
    Shares 90,572,348
    Cost $114,627,320
      Market Value......................     --             --        $129,667,086         --                   --
    Mentor VIP Capital Growth
     Fund, Inc.
    Shares 109,628
    Cost $1,371,449
      Market Value......................     --             --            --             $1,580,833             --
    Mentor VIP Perpetual International
     Fund, Inc.
    Shares 106,262
    Cost $1,460,933
      Market Value......................     --             --            --               --                  $2,082,740
    Mentor VIP Growth Fund, Inc.
    Shares 64,247
    Cost $676,124
      Market Value......................     --             --            --               --                   --
    Mercury VI US Large Cap Fund -
     Class A
    Shares 1,173
    Cost $13,731
      Market Value......................     --             --            --               --                   --
    Merrill Lynch Global Growth Focus
     Fund - Class A
    Shares 6,455
    Cost $91,458
      Market Value......................     --             --            --               --                   --
  Due from Hartford Life and Annuity
   Insurance Company....................     429,704        74,858        432,287          --                   --
                                         ------------   -----------   ------------       ----------            ----------
  Total Assets.......................... 118,421,109    24,539,263    130,099,373         1,580,833             2,082,740
                                         ------------   -----------   ------------       ----------            ----------
LIABILITIES:
  Due to Hartford Life and Annuity
   Insurance Company....................     --             --            --                     68                   104
  Payable for fund shares purchased.....     429,387        74,789        431,728          --                   --
                                         ------------   -----------   ------------       ----------            ----------
  Total Liabilities.....................     429,387        74,789        431,728                68                   104
                                         ------------   -----------   ------------       ----------            ----------
  Net Assets (variable annuity contract
   liabilities)......................... $117,991,722   $24,464,474   $129,667,645       $1,580,765            $2,082,636
                                         ============   ===========   ============       ==========            ==========

<CAPTION>
                                                                         MERRILL LYNCH
                                          MENTOR VIP    MERCURY VI US    GLOBAL GROWTH
                                          GROWTH FUND   LARGE CAP FUND    FOCUS FUND
                                          SUB-ACCOUNT    SUB-ACCOUNT      SUB-ACCOUNT
                                          -----------   --------------   -------------
<S>                                       <C>           <C>              <C>
ASSETS:
  Investments:
    Hartford Small Company HLS
     Fund, Inc. - Class IA
    Shares 212,076,990
    Cost $280,439,845
      Market Value......................     --             --               --
    Hartford MidCap HLS Fund, Inc. -
     Class IA
    Shares 191,961,289
    Cost $297,691,376
      Market Value......................     --             --               --
    Hartford Global Leaders HLS Fund -
     Class IA
    Shares 61,681,952
    Cost $94,610,676
      Market Value......................     --             --               --
    Hartford High Yield HLS Fund -
     Class IA
    Shares 24,345,792
    Cost $25,309,628
      Market Value......................     --             --               --
    Hartford Growth and Income HLS Fund
     - Class IA
    Shares 90,572,348
    Cost $114,627,320
      Market Value......................     --             --               --
    Mentor VIP Capital Growth
     Fund, Inc.
    Shares 109,628
    Cost $1,371,449
      Market Value......................     --             --               --
    Mentor VIP Perpetual International
     Fund, Inc.
    Shares 106,262
    Cost $1,460,933
      Market Value......................     --             --               --
    Mentor VIP Growth Fund, Inc.
    Shares 64,247
    Cost $676,124
      Market Value......................   $891,105
    Mercury VI US Large Cap Fund -
     Class A
    Shares 1,173
    Cost $13,731
      Market Value......................     --            $14,105
    Merrill Lynch Global Growth Focus
     Fund - Class A
    Shares 6,455
    Cost $91,458
      Market Value......................     --             --              $95,403
  Due from Hartford Life and Annuity
   Insurance Company....................     --             --               --
                                           --------        -------          -------
  Total Assets..........................    891,105         14,105           95,403
                                           --------        -------          -------
LIABILITIES:
  Due to Hartford Life and Annuity
   Insurance Company....................         35         --               --
  Payable for fund shares purchased.....     --             --               --
                                           --------        -------          -------
  Total Liabilities.....................         35         --               --
                                           --------        -------          -------
  Net Assets (variable annuity contract
   liabilities).........................   $891,070        $14,105          $95,403
                                           ========        =======          =======
</TABLE>

            -------------------------------------------------  SA-5
               -------------------------------------------------
<PAGE>
 SEPARATE ACCOUNT ONE
- --------------------------------------------------------------------------------
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
STATEMENTS OF ASSETS AND LIABILITIES -- (CONTINUED)
FOR THE YEAR ENDED DECEMBER 31, 1999
- --------------------------------------------------------------------------------

<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.....................................           26,834    $0.994578    $        26,688
  Bond Fund Sub-Account.....................................        1,184,617     2.182434          2,585,349
  Bond Fund Sub-Account.....................................              465     1.007093                469
  Bond Fund Sub-Account.....................................            2,499     1.007410              2,518
  Bond Fund Sub-Account.....................................       11,256,103     0.994947         11,199,226
  Bond Fund Sub-Account.....................................      197,574,642     2.184598        431,621,166
  Stock Fund Sub-Account....................................          210,327     1.222948            257,219
  Stock Fund Sub-Account....................................        5,858,621     7.168535         41,997,729
  Stock Fund Sub-Account....................................           74,387     1.136485             84,539
  Stock Fund Sub-Account....................................        1,647,138     1.136847          1,872,544
  Stock Fund Sub-Account....................................       53,638,914     1.223394         65,621,525
  Stock Fund Sub-Account....................................      638,407,205     7.175612      4,580,962,400
  Money Market Fund Sub-Account.............................           35,300     1.049997             37,065
  Money Market Fund Sub-Account.............................          917,155     1.775591          1,628,493
  Money Market Fund Sub-Account.............................                0     1.009271                  0
  Money Market Fund Sub-Account.............................              522     1.009591                527
  Money Market Fund Sub-Account.............................       60,490,202     1.050377         63,537,517
  Money Market Fund Sub-Account.............................      270,072,357     1.777341        480,010,674
  Advisers Fund Sub-Account.................................          342,934     1.127468            386,647
  Advisers Fund Sub-Account.................................        7,318,141     4.798347         35,114,981
  Advisers Fund Sub-Account.................................           57,191     1.083555             61,970
  Advisers Fund Sub-Account.................................        1,601,663     1.083900          1,736,043
  Advisers Fund Sub-Account.................................       99,547,381     1.127880        112,277,500
  Advisers Fund Sub-Account.................................    1,425,393,462     4.803097      6,846,303,062
  Capital Appreciation Fund Sub-Account.....................          297,634     1.334003            397,044
  Capital Appreciation Fund Sub-Account.....................        2,064,035     7.494011         15,467,902
  Capital Appreciation Fund Sub-Account.....................           62,274     1.235938             76,966
  Capital Appreciation Fund Sub-Account.....................          775,935     1.236331            959,313
  Capital Appreciation Fund Sub-Account.....................       27,329,043     1.334491         36,470,362
  Capital Appreciation Fund Sub-Account.....................      537,835,362     7.501418      4,034,527,863
  Mortgage Securities Fund Sub-Account......................                0     1.022060                  0
  Mortgage Securities Fund Sub-Account......................          269,500     2.214471            596,801
  Mortgage Securities Fund Sub-Account......................                0     1.006743                  0
  Mortgage Securities Fund Sub-Account......................            2,763     1.007064              2,783
  Mortgage Securities Fund Sub-Account......................        5,585,485     1.022434          5,710,790
  Mortgage Securities Fund Sub-Account......................       52,197,499     2.216665        115,704,370
  Index Fund Sub-Account....................................           83,406     1.239923            103,417
  Index Fund Sub-Account....................................        1,310,125     5.602011          7,339,336
  Index Fund Sub-Account....................................            1,381     1.144312              1,580
  Index Fund Sub-Account....................................          334,670     1.144675            383,089
  Index Fund Sub-Account....................................       27,071,357     1.240377         33,578,689
  Index Fund Sub-Account....................................      191,224,666     5.607574      1,072,306,463
  International Opportunities Fund Sub-Account..............           58,213     1.273000             74,106
  International Opportunities Fund Sub-Account..............          970,042     2.264582          2,196,739
  International Opportunities Fund Sub-Account..............              500     1.199943                600
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

            -------------------------------------------------  SA-6
               -------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                    UNITS
                                                                  OWNED BY         UNIT          CONTRACT
                                                                PARTICIPANTS       PRICE         LIABILITY
                                                                -------------    ---------    ---------------
<S>                                                             <C>              <C>          <C>
  GROUP SUB-ACCOUNTS -- (CONTINUED)
  International Opportunities Fund Sub-Account..............           88,714    $1.200325    $       106,485
  International Opportunities Fund Sub-Account..............        5,998,131     1.273461          7,638,386
  International Opportunities Fund Sub-Account..............      391,870,958     2.266827        888,303,667
  Dividend and Growth Fund Sub-Account......................          102,974     1.045671            107,677
  Dividend and Growth Fund Sub-Account......................        2,452,827     2.567396          6,297,378
  Dividend and Growth Fund Sub-Account......................            3,271     1.064013              3,480
  Dividend and Growth Fund Sub-Account......................          227,845     1.064354            242,507
  Dividend and Growth Fund Sub-Account......................       19,290,169     1.046052         20,178,520
  Dividend and Growth Fund Sub-Account......................      760,046,046     2.569946      1,953,277,297
  International Advisers Fund Sub-Account...................           15,134     1.178048             17,829
  International Advisers Fund Sub-Account...................          953,594     1.793926          1,710,677
  International Advisers Fund Sub-Account...................            1,202     1.121881              1,348
  International Advisers Fund Sub-Account...................           22,473     1.122237             25,220
  International Advisers Fund Sub-Account...................        3,025,244     1.178481          3,565,193
  International Advisers Fund Sub-Account...................      149,494,531     1.795704        268,447,928
  Small Company Fund Sub-Account............................           42,607     1.592576             67,856
  Small Company Fund Sub-Account............................        1,735,342     2.248401          3,901,745
  Small Company Fund Sub-Account............................              258     1.364431                352
  Small Company Fund Sub-Account............................          150,069     1.364863            204,823
  Small Company Fund Sub-Account............................      198,856,386     2.250630        447,552,149
  Small Company Fund Sub-Account............................        6,084,767     1.593152          9,693,959
  MidCap Fund Sub-Account...................................           69,564     1.520083            105,743
  MidCap Fund Sub-Account...................................        3,184,542     2.053534          6,539,565
  MidCap Fund Sub-Account...................................            3,815     1.292197              4,930
  MidCap Fund Sub-Account...................................          249,883     1.292607            323,000
  MidCap Fund Sub-Account...................................        8,978,236     1.520630         13,652,575
  MidCap Fund Sub-Account...................................      181,141,994     2.055574        372,350,771
  Global Leaders Fund Sub-Account...........................        3,764,460     1.946293          7,326,743
  Global Leaders Fund Sub-Account...........................           60,499     1.945587            117,706
  Global Leaders Fund Sub-Account...........................        1,465,474     1.950512          2,858,424
  Global Leaders Fund Sub-Account...........................            3,636     1.293486              4,703
  Global Leaders Fund Sub-Account...........................          300,137     1.293896            388,346
  Global Leaders Fund Sub-Account...........................       54,890,185     1.952453        107,170,506
  High Yield Fund Sub-Account...............................        2,071,284     1.066776          2,209,596
  High Yield Fund Sub-Account...............................            1,731     1.066388              1,845
  High Yield Fund Sub-Account...............................          481,332     1.069043            514,565
  High Yield Fund Sub-Account...............................                0     1.019709                  0
  High Yield Fund Sub-Account...............................            6,836     1.020038              6,973
  High Yield Fund Sub-Account...............................       20,234,594     1.070110         21,653,242
  Growth and Income Fund Sub-Account........................          129,575     1.308008            169,485
  Growth and Income Fund Sub-Account........................        3,576,088     1.420460          5,079,689
  Growth and Income Fund Sub-Account........................           37,993     1.158303             44,008
  Growth and Income Fund Sub-Account........................          246,069     1.158668            285,112
  Growth and Income Fund Sub-Account........................        8,930,138     1.308485         11,684,951
  Growth and Income Fund Sub-Account........................       78,909,139     1.421882        112,199,485
  Mentor VIP Capital Growth Fund Sub-Account................            8,587     1.129778              9,701
  Mentor VIP Capital Growth Fund Sub-Account................        1,389,225     1.130892          1,571,064
</TABLE>

            -------------------------------------------------  SA-7
               -------------------------------------------------
<PAGE>
 SEPARATE ACCOUNT ONE
- --------------------------------------------------------------------------------
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
STATEMENTS OF ASSETS AND LIABILITIES -- (CONTINUED)
FOR THE YEAR ENDED DECEMBER 31, 1999
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                    UNITS
                                                                  OWNED BY         UNIT          CONTRACT
                                                                PARTICIPANTS       PRICE         LIABILITY
                                                                -------------    ---------    ---------------
<S>                                                             <C>              <C>          <C>
Mentor VIP Perpetual International Fund Sub-Account.........            8,183    $1.531949    $        12,536
Mentor VIP Perpetual International Fund Sub-Account.........        1,349,950     1.533464          2,070,100
Mentor VIP Growth Fund Sub-Account..........................           12,522     1.085030             13,586
Mentor VIP Growth Fund Sub-Account..........................          805,875     1.086100            875,260
Mercury VI US Large Cap Fund Sub-Account....................            2,255     1.104998              2,491
Mercury VI US Large Cap Fund Sub-Account....................           10,508     1.105269             11,614
Merrill Lynch Global Growth Focus Fund Sub-Account..........           46,526     1.248875             58,105
Merrill Lynch Global Growth Focus Fund Sub-Account..........           29,858     1.249180             37,298
                                                                                              ---------------
  SUB-TOTAL.................................................                                   22,283,922,258
                                                                                              ---------------
ANNUITY CONTRACTS IN THE ANNUITY PERIOD:
GROUP SUB-ACCOUNTS:
  Bond Fund Sub-Account.....................................          764,861     2.184598          1,670,914
  Stock Fund Sub-Account....................................        2,789,773     7.175612         20,018,327
  Money Market Fund Sub-Account.............................        1,818,279     1.777341          3,231,702
  Advisers Fund Sub-Account.................................        4,104,516     4.803097         19,714,390
  Capital Appreciation Fund Sub-Account.....................        1,151,979     7.501418          8,641,473
  Mortgage Securities Fund Sub-Account......................          234,629     2.216665            520,093
  Index Fund Sub-Account....................................          646,522     5.607574          3,625,420
  International Opportunities Fund Sub-Account..............          931,333     2.266827          2,111,171
  Dividend and Growth Fund Sub-Account......................        1,801,721     2.569946          4,630,326
  International Advisers Fund Sub-Account...................          268,082     1.795704            481,396
  Small Company Fund Sub-Account............................        1,135,754     2.250630          2,556,162
  MidCap Fund Sub-Account...................................          591,550     2.055574          1,215,975
  Global Leaders Fund Sub-Account...........................           64,172     1.952453            125,294
  High Yield Fund Sub-Account...............................           73,126     1.070110             78,253
  Growth & Income Fund Sub-Account..........................          144,116     1.421882            204,915
  Mentor VIP Growth Fund Sub-Account........................            2,048     1.086100              2,224
                                                                                              ---------------
  SUB-TOTAL.................................................                                       68,828,035
                                                                                              ---------------
GRAND TOTAL.................................................                                  $22,352,750,293
                                                                                              ===============
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

            -------------------------------------------------  SA-8
               -------------------------------------------------
<PAGE>
                      [This Page Intentionally Left Blank]
<PAGE>
 SEPARATE ACCOUNT ONE
- --------------------------------------------------------------------------------
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1999
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                             BOND FUND       STOCK FUND
                                            SUB-ACCOUNT     SUB-ACCOUNT
                                            ------------    ------------
<S>                                         <C>             <C>
INVESTMENT INCOME:
  Dividends.............................    $ 24,593,727    $ 32,121,491
EXPENSES:
  Mortality and expense undertakings....      (5,518,904)    (50,004,645)
                                            ------------    ------------
    Net investment income (loss)........      19,074,823     (17,883,154)
                                            ------------    ------------
CAPITAL GAINS INCOME....................       2,910,226     297,745,384
                                            ------------    ------------
NET REALIZED AND UNREALIZED GAIN (LOSS)
 ON INVESTMENTS:
  Net realized gain (loss) on security
   transactions.........................          58,228         170,224
  Net unrealized (depreciation)
   appreciation of investments during
   the period...........................     (36,187,007)    402,196,558
                                            ------------    ------------
    Net (loss) gain on investments......     (36,128,779)    402,366,782
                                            ------------    ------------
    Net (decrease) increase in net
     assets resulting from operations...    $(14,143,730)   $682,229,012
                                            ============    ============
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

            ------------------------------------------------- SA-10
               -------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
<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............................. $21,324,529   $146,368,182     $   12,342,082       $ 6,851,063     $ 10,341,697
EXPENSES:
  Mortality and expense undertakings....  (5,620,086)   (79,151,221)       (40,991,208)       (1,515,206)     (11,624,230)
                                         -----------   ------------     --------------       -----------     ------------
    Net investment income (loss)........  15,704,443     67,216,961        (28,649,126)        5,335,857       (1,282,533)
                                         -----------   ------------     --------------       -----------     ------------
CAPITAL GAINS INCOME....................       8,648    473,055,258        188,426,299          --             13,517,068
                                         -----------   ------------     --------------       -----------     ------------
NET REALIZED AND UNREALIZED GAIN (LOSS)
 ON INVESTMENTS:
  Net realized gain (loss) on security
   transactions.........................     --              78,597           (457,576)          (16,786)          53,550
  Net unrealized (depreciation)
   appreciation of investments during
   the period...........................     --          22,727,549        892,664,508        (5,088,216)     153,057,340
                                         -----------   ------------     --------------       -----------     ------------
    Net (loss) gain on investments......     --          22,806,146        892,206,932        (5,105,002)     153,110,890
                                         -----------   ------------     --------------       -----------     ------------
    Net (decrease) increase in net
     assets resulting from operations... $15,713,091   $563,078,365     $1,051,984,105       $   230,855     $165,345,425
                                         ===========   ============     ==============       ===========     ============

<CAPTION>
                                            INTERNATIONAL      DIVIDEND AND   INTERNATIONAL
                                          OPPORTUNITIES FUND   GROWTH FUND    ADVISERS FUND
                                             SUB-ACCOUNT       SUB-ACCOUNT     SUB-ACCOUNT
                                          ------------------   ------------   -------------
<S>                                       <C>                  <C>            <C>
INVESTMENT INCOME:
  Dividends.............................     $  8,691,519      $31,884,385     $ 4,847,238
EXPENSES:
  Mortality and expense undertakings....       (9,068,100)     (24,246,739)     (2,826,348)
                                             ------------      -----------     -----------
    Net investment income (loss)........         (376,581)       7,637,646       2,020,890
                                             ------------      -----------     -----------
CAPITAL GAINS INCOME....................        --              73,317,212         --
                                             ------------      -----------     -----------
NET REALIZED AND UNREALIZED GAIN (LOSS)
 ON INVESTMENTS:
  Net realized gain (loss) on security
   transactions.........................        6,651,839         (442,117)         39,305
  Net unrealized (depreciation)
   appreciation of investments during
   the period...........................      245,333,665       (4,845,420)     44,681,650
                                             ------------      -----------     -----------
    Net (loss) gain on investments......      251,985,504       (5,287,537)     44,720,955
                                             ------------      -----------     -----------
    Net (decrease) increase in net
     assets resulting from operations...     $251,608,923      $75,667,321     $46,741,845
                                             ============      ===========     ===========
</TABLE>

            ------------------------------------------------- SA-11
               -------------------------------------------------
<PAGE>
 SEPARATE ACCOUNT ONE
- --------------------------------------------------------------------------------
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
STATEMENTS OF OPERATIONS -- (CONTINUED)
FOR THE YEAR ENDED DECEMBER 31, 1999
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                               SMALL          MIDCAP
                                            COMPANY FUND       FUND
                                            SUB-ACCOUNT     SUB-ACCOUNT
                                            ------------    -----------
<S>                                         <C>             <C>
INVESTMENT INCOME:
  Dividends.............................    $    --         $   --
EXPENSES:
  Mortality and expense undertakings....      (3,422,328)    (2,370,115)
                                            ------------    -----------
    Net investment (loss) income........      (3,422,328)    (2,370,115)
                                            ------------    -----------
CAPITAL GAINS INCOME....................         617,854     16,614,969
                                            ------------    -----------
NET REALIZED AND UNREALIZED GAIN (LOSS)
 ON INVESTMENTS:
  Net realized gain (loss) on security
   transactions.........................         674,034            (76)
  Net unrealized appreciation
   (depreciation) of investments during
   the period...........................     163,127,296     82,609,085
                                            ------------    -----------
    Net gain (loss) on investments......     163,801,330     82,609,009
                                            ------------    -----------
    Net increase in net assets resulting
     from operations....................    $160,996,856    $96,853,863
                                            ============    ===========
</TABLE>

  *  From inception, May 11, 1999 to December 31, 1999

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

            ------------------------------------------------- SA-12
               -------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                      MENTOR VIP         MENTOR VIP
                                            GLOBAL         HIGH       GROWTH AND    CAPITAL GROWTH       PERPETUAL
                                         LEADERS FUND   YIELD FUND    INCOME FUND        FUND        INTERNATIONAL FUND
                                         SUB-ACCOUNT    SUB-ACCOUNT   SUB-ACCOUNT    SUB-ACCOUNT        SUB-ACCOUNT
                                         ------------   -----------   -----------   --------------   ------------------
<S>                                      <C>            <C>           <C>           <C>              <C>
INVESTMENT INCOME:
  Dividends............................. $   150,490    $1,359,521    $   347,049      $  2,097           $--
EXPENSES:
  Mortality and expense undertakings....    (440,649)     (195,616)      (683,916)      (19,998)           (20,341)
                                         -----------    ----------    -----------      --------           --------
    Net investment (loss) income........    (290,159)    1,163,905       (336,867)      (17,901)           (20,341)
                                         -----------    ----------    -----------      --------           --------
CAPITAL GAINS INCOME....................     539,412         2,165        799,084         2,428              1,053
                                         -----------    ----------    -----------      --------           --------
NET REALIZED AND UNREALIZED GAIN (LOSS)
 ON INVESTMENTS:
  Net realized gain (loss) on security
   transactions.........................      12,511        (9,962)        (7,190)        9,551              7,458
  Net unrealized appreciation
   (depreciation) of investments during
   the period...........................  23,328,310      (859,225)    13,132,965        91,216            574,300
                                         -----------    ----------    -----------      --------           --------
    Net gain (loss) on investments......  23,340,821      (869,187)    13,125,775       100,767            581,758
                                         -----------    ----------    -----------      --------           --------
    Net increase in net assets resulting
     from operations.................... $23,590,074    $  296,883    $13,587,992      $ 85,294           $562,470
                                         ===========    ==========    ===========      ========           ========

<CAPTION>
                                          MENTOR VIP                     MERRILL LYNCH
                                            GROWTH      MERCURY VI US    GLOBAL GROWTH
                                             FUND       LARGE CAP FUND    FOCUS FUND
                                          SUB-ACCOUNT    SUB-ACCOUNT*    SUB-ACCOUNT*
                                          -----------   --------------   -------------
<S>                                       <C>           <C>              <C>
INVESTMENT INCOME:
  Dividends.............................   $  1,072          $ 27           $  576
EXPENSES:
  Mortality and expense undertakings....     (9,090)           (8)             (45)
                                           --------          ----           ------
    Net investment (loss) income........     (8,018)           19              531
                                           --------          ----           ------
CAPITAL GAINS INCOME....................     --                21              563
                                           --------          ----           ------
NET REALIZED AND UNREALIZED GAIN (LOSS)
 ON INVESTMENTS:
  Net realized gain (loss) on security
   transactions.........................     (7,232)       --               --
  Net unrealized appreciation
   (depreciation) of investments during
   the period...........................    158,548           376            3,949
                                           --------          ----           ------
    Net gain (loss) on investments......    151,316           376            3,949
                                           --------          ----           ------
    Net increase in net assets resulting
     from operations....................   $143,298          $416           $5,043
                                           ========          ====           ======
</TABLE>

  *  From inception, May 11, 1999 to December 31, 1999

            ------------------------------------------------- SA-13
               -------------------------------------------------
<PAGE>
 SEPARATE ACCOUNT ONE
- --------------------------------------------------------------------------------
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1999
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                             BOND FUND        STOCK FUND
                                            SUB-ACCOUNT      SUB-ACCOUNT
                                            ------------    --------------
<S>                                         <C>             <C>
OPERATIONS:
  Net investment income (loss)..........    $ 19,074,823    $  (17,883,154)
  Capital gains income..................       2,910,226       297,745,384
  Net realized gain (loss) on security
   transactions.........................          58,228           170,224
  Net unrealized (depreciation)
   appreciation of investments during
   the period...........................     (36,187,007)      402,196,558
                                            ------------    --------------
  Net (decrease) increase in net assets
   resulting from operations............     (14,143,730)      682,229,012
                                            ------------    --------------
UNIT TRANSACTIONS:
  Purchases.............................      40,898,140       423,849,947
  Net transfers.........................      40,556,582       426,490,471
  Surrenders for benefit payments and
   fees.................................     (31,895,263)     (201,860,525)
  Net annuity transactions..............         434,093         7,775,030
                                            ------------    --------------
  Net increase (decrease) in net assets
   resulting from unit transactions.....      49,993,552       656,254,923
                                            ------------    --------------
  Net increase in net assets............      35,849,822     1,338,483,935
NET ASSETS:
  Beginning of period...................     411,256,508     3,372,330,348
                                            ------------    --------------
  End of period.........................    $447,106,330    $4,710,814,283
                                            ============    ==============
</TABLE>

HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
 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 (loss) gain 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 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 in net assets resulting
   from unit transactions...............     162,349,418       612,545,830
                                            ------------    --------------
  Net increase 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>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

            ------------------------------------------------- SA-14
               -------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
<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).......... $ 15,704,443   $   67,216,961    $  (28,649,126)     $  5,335,857     $   (1,282,533)
  Capital gains income..................        8,648      473,055,258       188,426,299          --               13,517,068
  Net realized gain (loss) on security
   transactions.........................      --                78,597          (457,576)          (16,786)            53,550
  Net unrealized (depreciation)
   appreciation of investments during
   the period...........................      --            22,727,549       892,664,508        (5,088,216)       153,057,340
                                         ------------   --------------    --------------      ------------     --------------
  Net (decrease) increase in net assets
   resulting from operations............   15,713,091      563,078,365     1,051,984,105           230,855        165,345,425
                                         ------------   --------------    --------------      ------------     --------------
UNIT TRANSACTIONS:
  Purchases.............................  121,514,425      553,278,445       204,353,783        10,455,451        117,361,306
  Net transfers.........................  199,660,729      726,127,643       142,107,778        13,740,703        116,603,220
  Surrenders for benefit payments and
   fees................................. (136,368,048)    (395,371,857)     (170,334,783)      (11,130,292)       (45,795,636)
  Net annuity transactions..............    2,186,026        8,508,756         1,937,989           283,866          1,387,602
                                         ------------   --------------    --------------      ------------     --------------
  Net increase (decrease) in net assets
   resulting from unit transactions.....  186,993,132      892,542,987       178,064,767        13,349,728        189,556,492
                                         ------------   --------------    --------------      ------------     --------------
  Net increase in net assets............  202,706,223    1,455,621,352     1,230,048,872        13,580,583        354,901,917
NET ASSETS:
  Beginning of period...................  345,739,755    5,559,973,241     2,866,492,051       108,954,254        762,436,077
                                         ------------   --------------    --------------      ------------     --------------
  End of period......................... $548,445,978   $7,015,594,593    $4,096,540,923      $122,534,837     $1,117,337,994
                                         ============   ==============    ==============      ============     ==============

<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)..........     $   (376,581)     $    7,637,646   $  2,020,890
  Capital gains income..................        --                 73,317,212        --
  Net realized gain (loss) on security
   transactions.........................        6,651,839            (442,117)        39,305
  Net unrealized (depreciation)
   appreciation of investments during
   the period...........................      245,333,665          (4,845,420)    44,681,650
                                             ------------      --------------   ------------
  Net (decrease) increase in net assets
   resulting from operations............      251,608,923          75,667,321     46,741,845
                                             ------------      --------------   ------------
UNIT TRANSACTIONS:
  Purchases.............................       28,399,437         122,792,647     18,919,242
  Net transfers.........................       (2,401,768)         54,502,249     17,826,840
  Surrenders for benefit payments and
   fees.................................      (36,408,990)        (94,489,028)   (10,676,542)
  Net annuity transactions..............          782,800           1,856,944        281,999
                                             ------------      --------------   ------------
  Net increase (decrease) in net assets
   resulting from unit transactions.....       (9,628,521)         84,662,812     26,351,539
                                             ------------      --------------   ------------
  Net increase in net assets............      241,980,402         160,330,133     73,093,384
NET ASSETS:
  Beginning of period...................      658,450,752       1,824,407,052    201,156,207
                                             ------------      --------------   ------------
  End of period.........................     $900,431,154      $1,984,737,185   $274,249,591
                                             ============      ==============   ============
</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).......... $  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 (loss) gain 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 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 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 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 (loss) gain 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 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 in net assets resulting
   from unit transactions...............        9,635,494         455,387,609      38,059,313
                                             ------------      --------------   -------------
  Net increase 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>

            ------------------------------------------------- SA-15
               -------------------------------------------------
<PAGE>
 SEPARATE ACCOUNT ONE
- --------------------------------------------------------------------------------
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
STATEMENTS OF CHANGES IN NET ASSETS -- (CONTINUED)
FOR THE YEAR ENDED DECEMBER 31, 1999
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                               SMALL           MIDCAP
                                            COMPANY FUND        FUND
                                            SUB-ACCOUNT     SUB-ACCOUNT
                                            ------------    ------------
<S>                                         <C>             <C>
OPERATIONS:
  Net investment (loss) income..........    $(3,422,328)    $ (2,370,115)
  Capital gains income..................        617,854       16,614,969
  Net realized gain (loss) on security
   transactions.........................        674,034              (76)
  Net unrealized appreciation
   (depreciation) of investments during
   the period...........................    163,127,296       82,609,085
                                            ------------    ------------
  Net increase in net assets resulting
   from operations......................    160,996,856       96,853,863
                                            ------------    ------------
UNIT TRANSACTIONS:
Purchases...............................     31,132,986       54,146,905
Net transfers...........................     67,507,616      159,587,148
Surrenders for benefit payments and
 fees...................................    (12,711,095)      (8,059,665)
Net annuity transactions................      1,448,874          819,581
                                            ------------    ------------
Net increase in net assets resulting
 from unit transactions.................     87,378,381      206,493,969
                                            ------------    ------------
Net increase in net assets..............    248,375,237     $303,347,832
NET ASSETS:
  Beginning of period...................    215,601,809       90,844,727
                                            ------------    ------------
  End of period.........................    $463,977,046    $394,192,559
                                            ============    ============
</TABLE>

***  From inception, May 11, 1999 to December 31, 1999

HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
 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 (loss) income..........    $(2,126,815)    $   (602,824)
  Capital gains income..................      2,433,792          --
  Net realized (loss) gain on security
   transactions.........................        (74,920)          (2,834)
  Net unrealized appreciation of
   investments during the period........     17,782,782       13,252,169
                                            ------------    ------------
  Net increase 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 in net assets resulting
 from unit transactions.................     62,804,788       63,459,908
                                            ------------    ------------
Net increase 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

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

            ------------------------------------------------- SA-16
               -------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                       MENTOR VIP     MENTOR VIP PERPETUAL
                                            GLOBAL         HIGH        GROWTH AND    CAPITAL GROWTH      INTERNATIONAL
                                         LEADERS FUND   YIELD FUND    INCOME FUND         FUND                FUND
                                         SUB-ACCOUNT    SUB-ACCOUNT   SUB-ACCOUNT     SUB-ACCOUNT         SUB-ACCOUNT
                                         ------------   -----------   ------------   --------------   --------------------
<S>                                      <C>            <C>           <C>            <C>              <C>
OPERATIONS:
  Net investment (loss) income.......... $   (290,159)  $ 1,163,905   $   (336,867)    $  (17,901)         $  (20,341)
  Capital gains income..................      539,412         2,165        799,084          2,428               1,053
  Net realized gain (loss) on security
   transactions.........................       12,511        (9,962)        (7,190)         9,551               7,458
  Net unrealized appreciation
   (depreciation) of investments during
   the period...........................   23,328,310      (859,225)    13,132,965         91,216             574,300
                                         ------------   -----------   ------------     ----------          ----------
  Net increase in net assets resulting
   from operations......................   23,590,074       296,883     13,587,992         85,294             562,470
                                         ------------   -----------   ------------     ----------          ----------
UNIT TRANSACTIONS:
Purchases...............................   21,579,201     7,629,629     32,753,873         46,506              94,565
Net transfers...........................   72,852,417    15,016,945     70,693,683        177,612             568,196
Surrenders for benefit payments and
 fees...................................   (1,320,605)     (979,313)    (2,805,059)      (199,015)           (155,582)
Net annuity transactions................       90,872        76,676        192,208        --                --
                                         ------------   -----------   ------------     ----------          ----------
Net increase in net assets resulting
 from unit transactions.................   93,201,885    21,743,937    100,834,705         25,103             507,179
                                         ------------   -----------   ------------     ----------          ----------
Net increase in net assets..............  116,791,959    22,040,820    114,422,697        110,397           1,069,649
NET ASSETS:
  Beginning of period...................    1,199,763     2,423,654     15,244,948      1,470,368           1,012,987
                                         ------------   -----------   ------------     ----------          ----------
  End of period......................... $117,991,722   $24,464,474   $129,667,645     $1,580,765          $2,082,636
                                         ============   ===========   ============     ==========          ==========

<CAPTION>
                                                                         MERRILL LYNCH
                                          MENTOR VIP    MERCURY VI US    GLOBAL GROWTH
                                          GROWTH FUND   LARGE CAP FUND     FOCUS FUND
                                          SUB-ACCOUNT   SUB-ACCOUNT***   SUB-ACCOUNT***
                                          -----------   --------------   --------------
<S>                                       <C>           <C>              <C>
OPERATIONS:
  Net investment (loss) income..........   $ (8,018)       $    19          $   531
  Capital gains income..................     --                 21              563
  Net realized gain (loss) on security
   transactions.........................     (7,232)        --               --
  Net unrealized appreciation
   (depreciation) of investments during
   the period...........................    158,548            376            3,949
                                           --------        -------          -------
  Net increase in net assets resulting
   from operations......................    143,298            416            5,043
                                           --------        -------          -------
UNIT TRANSACTIONS:
Purchases...............................     19,924          2,499           82,968
Net transfers...........................    179,242         11,190            7,393
Surrenders for benefit payments and
 fees...................................    (44,998)        --                   (1)
Net annuity transactions................      1,932         --               --
                                           --------        -------          -------
Net increase in net assets resulting
 from unit transactions.................    156,100         13,689           90,360
                                           --------        -------          -------
Net increase in net assets..............    299,398         14,105           95,403
NET ASSETS:
  Beginning of period...................    591,672         --               --
                                           --------        -------          -------
  End of period.........................   $891,070        $14,105          $95,403
                                           ========        =======          =======
</TABLE>
<TABLE>
<CAPTION>
                                            GLOBAL           HIGH         GROWTH AND      MENTOR VIP     MENTOR VIP PERPETUAL
                                         LEADERS FUND     YIELD FUND     INCOME FUND    CAPITAL GROWTH      INTERNATIONAL
                                         SUB-ACCOUNT**   SUB-ACCOUNT**   SUB-ACCOUNT*    SUB-ACCOUNT         SUB-ACCOUNT
                                         -------------   -------------   ------------   --------------   --------------------
<S>                                      <C>             <C>             <C>            <C>              <C>
OPERATIONS:
  Net investment (loss) income.......... $        128     $    39,679    $     13,479     $   (3,951)         $   (3,170)
  Capital gains income..................       29,044         --              --             --                --
  Net realized (loss) gain on security
   transactions.........................       (3,023)         (1,553)            140             55                  38
  Net unrealized appreciation of
   investments during the period........       52,419          14,002       1,906,801        118,168              47,507
                                         ------------     -----------    ------------     ----------          ----------
  Net increase in net assets resulting
   from operations......................       78,568          52,128       1,920,420        114,272              44,375
                                         ------------     -----------    ------------     ----------          ----------
UNIT TRANSACTIONS:
Purchases...............................      463,522         815,158       5,482,553         92,146              38,705
Net transfers...........................      657,728       1,561,354       7,951,308      1,266,689             937,906
Surrenders for benefit payments and
 fees...................................          (55)         (4,986)       (109,333)        (2,739)             (7,999)
Net annuity transactions................      --              --              --             --                --
                                         ------------     -----------    ------------     ----------          ----------
Net increase in net assets resulting
 from unit transactions.................    1,121,195       2,371,526      13,324,528      1,356,096             968,612
                                         ------------     -----------    ------------     ----------          ----------
Net increase in net assets..............    1,199,763       2,423,654      15,244,948      1,470,368           1,012,987
NET ASSETS:
  Beginning of period...................      --              --              --             --                --
                                         ------------     -----------    ------------     ----------          ----------
  End of period......................... $  1,199,763     $ 2,423,654    $ 15,244,948     $1,470,368          $1,012,987
                                         ============     ===========    ============     ==========          ==========

<CAPTION>
                                          MENTOR VIP
                                            GROWTH
                                          SUB-ACCOUNT
                                          -----------
<S>                                       <C>
OPERATIONS:
  Net investment (loss) income..........   $ (2,316)
  Capital gains income..................     --
  Net realized (loss) gain on security
   transactions.........................          2
  Net unrealized appreciation of
   investments during the period........     56,433
                                           --------
  Net increase in net assets resulting
   from operations......................     54,119
                                           --------
UNIT TRANSACTIONS:
Purchases...............................     39,810
Net transfers...........................    497,486
Surrenders for benefit payments and
 fees...................................        257
Net annuity transactions................     --
                                           --------
Net increase in net assets resulting
 from unit transactions.................    537,553
                                           --------
Net increase in net assets..............    591,672
NET ASSETS:
  Beginning of period...................     --
                                           --------
  End of period.........................   $591,672
                                           ========
</TABLE>

  *  From inception, June 1, 1998 to December 31, 1998
 **  From inception, September 30, 1998 to December 31, 1998

            ------------------------------------------------- SA-17
               -------------------------------------------------
<PAGE>
 SEPARATE ACCOUNT ONE
- --------------------------------------------------------------------------------
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999
- --------------------------------------------------------------------------------

 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). Realized gains and
       losses on the sales of securities are computed on the basis of identified
       cost of the fund shares sold. 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, 1999.

   c)  UNIT TRANSACTIONS--Unit transactions are executed based on the unit
       values calculated at the close of the business day.

   d)  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.

   e)  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 expense 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:

    Certain amounts are deducted from the contracts on a monthly basis, as
    decribed below:

   a)  MORTALITY AND EXPENSE RISK CHARGE--The Company, will make deductions at a
       maximum annual rate of 1.25% 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 3.5% 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 withrawals 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.

_____________________________________ SA-18 ____________________________________
<PAGE>
                    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, 1999 and
1998, 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, 1999. These statutory 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 auditing standards generally accepted
in the United States. 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 2 of notes to statutory financial
statements. When financial statements are presented for purposes other than for
filing with a regulatory agency, auditing standards generally accepted in the
United States require that an auditors' report on them state whether they are
presented in conformity with accounting principles generally accepted in the
United States. The accounting practices used by the Company vary from accounting
principles generally accepted in the United States as explained and quantified
in Note 2.

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 accounting principles generally accepted in the
United States, the financial position of the Company as of December 31, 1999 and
1998, or the results of its operations or its cash flows for each of the three
years in the period ended December 31, 1999.

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, 1999 and 1998, and the results of its operations and its cash flows
for each of the three years in the period ended December 31, 1999 in conformity
with statutory accounting practices as described in Note 2.

Hartford, Connecticut
January 31, 2000                                             ARTHUR ANDERSEN LLP

                                      F-1
<PAGE>
                  HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
                                 BALANCE SHEETS
                               (STATUTORY BASIS)
                                     ($000)
            --------------------------------------------------------

<TABLE>
<CAPTION>
                                                                        AS OF DECEMBER 31,
<S>                                                                <C>               <C>
- ------------------------------------------------------------------------------------------------
<CAPTION>
                                                                      1999              1998
- ------------------------------------------------------------------------------------------------
<S>                                                                <C>               <C>
ASSETS
  Bonds                                                            $ 1,465,815       $ 1,453,792
  Common stocks                                                         42,430            40,650
  Mortgage loans                                                        63,784            59,548
  Policy loans                                                          59,429            47,212
  Cash and short-term investments                                      267,579           469,955
- ------------------------------------------------------------------------------------------------
  Other invested assets                                                  2,892             2,188
- ------------------------------------------------------------------------------------------------
  Total cash and invested assets                                     1,901,929         2,073,345
  Investment income due and accrued                                     21,069            20,126
  Other assets                                                          39,576            45,691
  Separate account assets                                           44,865,042        32,876,278
- ------------------------------------------------------------------------------------------------
                                                TOTAL ASSETS       $46,827,616       $35,015,440
- ------------------------------------------------------------------------------------------------
LIABILITIES
  Aggregate reserves for future benefits                           $   591,621       $   579,140
  Policy and contract claim liabilities                                  7,677             5,667
  Liability for premium and other deposit funds                      1,969,262         2,011,672
  Asset valuation reserve                                                4,935            21,782
  Payable to affiliates                                                 14,084            19,271
  Accrued expense allowances and other amounts due from
   separate accounts                                                (1,377,927)       (1,173,513)
  Remittances and items not allocated                                  111,582            87,449
  Other liabilities                                                    118,464           111,182
  Separate account liabilities                                      44,865,042        32,876,278
- ------------------------------------------------------------------------------------------------
                                           TOTAL LIABILITIES        46,304,740        34,538,928
- ------------------------------------------------------------------------------------------------
CAPITAL AND SURPLUS
  Common stock                                                           2,500             2,500
  Gross paid-in and contributed surplus                                226,043           226,043
  Unassigned funds                                                     294,333           247,969
- ------------------------------------------------------------------------------------------------
                                   TOTAL CAPITAL AND SURPLUS           522,876           476,512
- ------------------------------------------------------------------------------------------------
                      TOTAL LIABILITIES, CAPITAL AND SURPLUS       $46,827,616       $35,015,440
- ------------------------------------------------------------------------------------------------
</TABLE>

 The accompanying notes are an integral part of these statutory basis financial
                                  statements.

                                      F-2
<PAGE>
                  HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
                            STATEMENTS OF OPERATIONS
                               (STATUTORY BASIS)
                                     ($000)
            --------------------------------------------------------

<TABLE>
<CAPTION>
                                                                     FOR THE YEARS ENDED DECEMBER 31,
<S>                                                                <C>          <C>          <C>
- -------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                      1999         1998         1997
- -------------------------------------------------------------------------------------------------------
<S>                                                                <C>          <C>          <C>
REVENUES
  Premiums and annuity considerations                              $  621,789   $  469,343   $  296,645
  Annuity and other fund deposits                                   2,991,363    2,051,251    1,981,246
  Net investment income                                               122,322      129,982      102,285
  Commissions and expense allowances on reinsurance ceded             379,905      444,241      396,921
  Reserve adjustment on reinsurance ceded                           1,411,342    3,185,590    3,672,076
  Fee income                                                          647,565      448,260      290,675
  Other revenues                                                          842        9,930       (2,043)
- -------------------------------------------------------------------------------------------------------
                                              TOTAL REVENUES        6,175,128    6,738,597    6,737,805
- -------------------------------------------------------------------------------------------------------
BENEFITS AND EXPENSES
  Death and annuity benefits                                           47,372       43,152       65,961
  Disability and other benefits                                         6,270        6,352        7,532
  Surrenders and other fund withdrawals                             1,250,813      739,663      454,417
  Commissions                                                         467,338      435,994      470,334
  Increase (Decrease) in aggregate reserves for future
   benefits                                                            12,481      (10,711)      33,213
  (Decrease) Increase in liability for premium and other
   deposit funds                                                      (47,852)     218,642      640,840
  General insurance expenses                                          192,196      190,979       77,237
  Net transfers to separate accounts                                4,160,501    4,956,007    4,914,980
  Other expenses                                                       35,385       22,091       15,671
- -------------------------------------------------------------------------------------------------------
                                 TOTAL BENEFITS AND EXPENSES        6,124,504    6,602,169    6,680,185
- -------------------------------------------------------------------------------------------------------
NET GAIN FROM OPERATIONS
  Before federal income tax (benefit) expense                          50,624      136,428       57,620
  Federal income tax (benefit) expense                                (10,231)      35,887      (14,878)
- -------------------------------------------------------------------------------------------------------
NET GAIN FROM OPERATIONS                                               60,855      100,541       72,498
  Net realized capital (losses) gains, after tax                      (36,428)       2,085        1,544
- -------------------------------------------------------------------------------------------------------
                                                  NET INCOME       $   24,427   $  102,626   $   74,042
- -------------------------------------------------------------------------------------------------------
</TABLE>

 The accompanying notes are an integral part of these statutory basis financial
                                  statements.

                                      F-3
<PAGE>
                  HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
                  STATEMENTS OF CHANGES IN CAPITAL AND SURPLUS
                               (STATUTORY BASIS)
                                     ($000)
            --------------------------------------------------------

<TABLE>
<CAPTION>
                                                                        FOR THE YEARS ENDED
                                                                            DECEMBER 31,
<S>                                                                <C>        <C>        <C>
- -------------------------------------------------------------------------------------------------
<CAPTION>
                                                                     1999       1998       1997
- -------------------------------------------------------------------------------------------------
<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                                        247,969    143,257     74,570
  Net income                                                         24,427    102,626     74,042
  Change in net unrealized capital gains on common stocks
   and other invested assets                                          2,258      1,688      2,186
  Change in asset valuation reserve                                  16,847     (8,112)    (6,228)
  Change in non-admitted assets                                       6,557     (1,277)    (1,313)
  Credit on reinsurance ceded                                        (3,725)     9,787         --
- -------------------------------------------------------------------------------------------------
  Balance, end of year                                              294,333    247,969    143,257
- -------------------------------------------------------------------------------------------------
CAPITAL AND SURPLUS,
  End of year                                                      $522,876   $476,512   $371,800
- -------------------------------------------------------------------------------------------------
</TABLE>

 The accompanying notes are an integral part of these statutory basis financial
                                  statements.

                                      F-4
<PAGE>
                  HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
                            STATEMENTS OF CASH FLOWS
                               (STATUTORY BASIS)
                                     ($000)
            --------------------------------------------------------

<TABLE>
<CAPTION>
                                                                     FOR THE YEARS ENDED DECEMBER 31,
<S>                                                                <C>          <C>          <C>
- -------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                      1999         1998         1997
- -------------------------------------------------------------------------------------------------------
<S>                                                                <C>          <C>          <C>
OPERATING ACTIVITIES
  Premiums and annuity considerations                              $3,613,217   $2,520,655   $2,277,874
  Net investment income                                               122,998      127,425      101,991
  Fee income                                                          647,565      448,260      290,675
  Other income                                                      1,799,323    3,644,704    4,091,043
- -------------------------------------------------------------------------------------------------------
    Total income                                                    6,183,103    6,741,044    6,761,583
- -------------------------------------------------------------------------------------------------------
  Benefits paid                                                     1,303,801      790,051      529,733
  Federal income tax (recoveries) payments                             (8,815)      25,780      (14,499)
  Net transfers to separate accounts                                4,364,914    5,222,144    5,199,354
  Other expenses                                                      669,525      626,240      547,692
- -------------------------------------------------------------------------------------------------------
    Total benefits and expenses                                     6,329,425    6,664,215    6,262,280
- -------------------------------------------------------------------------------------------------------
        NET CASH (USED FOR) PROVIDED BY OPERATING ACTIVITIES         (146,322)      76,829      499,303
- -------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
  PROCEEDS FROM INVESTMENTS SOLD
  Bonds                                                               753,358      633,926      614,413
  Common stocks                                                           939       34,010       11,481
  Mortgage loans                                                       53,704       85,275           --
  Other                                                                 1,490       19,990          152
- -------------------------------------------------------------------------------------------------------
                                     NET INVESTMENT PROCEEDS          809,491      773,201      626,046
- -------------------------------------------------------------------------------------------------------
  COST OF INVESTMENTS ACQUIRED
  Bonds                                                               804,947      586,913      848,267
  Common stocks                                                           464        7,012       28,302
  Mortgage loans                                                       57,665       59,702       85,103
  Other                                                                14,211       11,847       26,227
- -------------------------------------------------------------------------------------------------------
                                  TOTAL INVESTMENTS ACQUIRED          877,287      665,474      987,899
- -------------------------------------------------------------------------------------------------------
        NET CASH (USED FOR) PROVIDED BY INVESTING ACTIVITIES       $  (67,796)  $  107,727   $ (361,853)
- -------------------------------------------------------------------------------------------------------
FINANCING AND MISCELLANEOUS ACTIVITIES
  Net other cash provided (used)                                       11,742      (24,033)      (4,848)
- -------------------------------------------------------------------------------------------------------
                   NET CASH PROVIDED BY (USED FOR) FINANCING
                                AND MISCELLANEOUS ACTIVITIES           11,742      (24,033)      (4,848)
- -------------------------------------------------------------------------------------------------------
Net (decrease) increase in cash and short-term investments           (202,376)     160,523      132,602
Cash and short-term investments, beginning of year                    469,955      309,432      176,830
- -------------------------------------------------------------------------------------------------------
                CASH AND SHORT-TERM INVESTMENTS, END OF YEAR       $  267,579   $  469,955   $  309,432
- -------------------------------------------------------------------------------------------------------
</TABLE>

 The accompanying notes are an integral part of these statutory basis financial
                                  statements.

                                      F-5
<PAGE>
NOTES TO FINANCIAL STATEMENTS
(STATUTORY BASIS)
DECEMBER 31, 1999
(AMOUNTS IN THOUSANDS UNLESS OTHERWISE STATED)

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

1. ORGANIZATION AND DESCRIPTION OF BUSINESS:

Hartford Life and Annuity Insurance Company (the "Company") is a wholly owned
subsidiary of Hartford Life Insurance Company ("HLIC"), which is an indirect
subsidiary of Hartford Life, Inc. ("HLI"). HLI is indirectly majority owned by
The Hartford Financial Services Group, Inc. ("The Hartford"). 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 approximately 18.6% of the
equity ownership of HLI.

In 1998, the Company changed its name to Hartford Life and Annuity Insurance
Company from ITT Hartford Life and Annuity Insurance Company.

The Company offers a complete line of fixed and variable annuities, as well as
variable, universal and traditional individual life insurance.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

BASIS OF PRESENTATION

The accompanying statutory basis financial statements of the Company were
prepared in conformity with statutory accounting practices prescribed or
permitted by the National Association of Insurance Commissioners ("NAIC") and
the State of Connecticut Department of Insurance. Certain reclassifications have
been made to prior year financial information to conform to the current year
presentation.

Current prescribed statutory accounting practices include accounting
publications of the 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.

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 periods. 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 VERSUS GAAP

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, etc.) which are charged to expense when incurred for statutory
    purposes rather than on a pro-rata basis over the expected life and gross
    profit stream 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 only consist of charges assessed to policy
    account balances for cost of insurance, policy administration and
    surrenders. When policy charges received relate to coverage or services to
    be provided in the future, the charges are recognized as revenue on a
    pro-rata basis over the expected life and gross profit stream of the policy.
    Also, for GAAP purposes, premiums for traditional life insurance policies
    are recognized as revenues when they are due from policyholders;

(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 under GAAP;

(4) providing for income taxes based on current taxable income 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 or required under GAAP;

(5) excluding certain assets designated as non-admitted assets (e.g., negative
    Interest Maintenance Reserve, and past due agents' balances) from the
    balance sheet for statutory purposes by directly charging surplus;

(6) the calculation of post retirement benefits obligation which, for statutory
    accounting, excludes non-vested employees whereas GAAP liabilities include a
    provision for such employees; statutory and GAAP accounting permit either
    immediate recognition of the liability or straight-line amortization of the
    liability over a period not to exceed 20 years. For GAAP, The Hartford's
    obligation was immediately recognized, whereas for statutory accounting, the
    obligation is being recognized ratably over a 20 year period;

                                      F-6
<PAGE>
(7) establishing a formula reserve for realized and unrealized losses due to
    default and equity risk associated with certain invested assets (Asset
    Valuation Reserve) for statutory purposes; as well as the deferral and
    amortization of realized gains and losses, caused 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) for
    statutory purposes; 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 for
    statutory purposes; whereas on a GAAP basis, reserves are reported gross of
    reinsurance with reserve credits presented as recoverable assets;

(9) the reporting of fixed maturities at amortized cost for statutory purposes,
    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 separate component of Stockholder's
    Equity; as well as the change in the basis of the Company's other invested
    assets, which consist primarily of limited partnership investments, which is
    recognized as income under GAAP and as a change in surplus under statutory
    accounting; and

(10) statutory accounting calculates separate account liabilities using
    prescribed actuarial methodologies, which approximate the market value of
    separate account assets less applicable surrender charges. The separate
    account surplus generated by these reserving methods is recorded as an
    amount due to or from the separate account on the statutory basis balance
    sheet, with changes reflected in the statutory basis results of operations.
    On a GAAP basis, separate account assets and liabilities are held at fair
    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>
                                         1999          1998          1997
<S>                                  <C>           <C>           <C>
                                     ----------------------------------------
GAAP Net Income                      $    75,654   $    74,525   $    58,050
Deferral and amortization of policy
 acquisition costs, net                 (272,171)     (331,882)     (345,657)
Change in unearned revenue reserve       (64,915)       23,118         4,058
Deferred taxes                            57,833         2,476        47,092
Separate account expense allowance       214,388       259,287       282,818
Asset impairments and write-downs        (17,250)       17,250            --
Benefit reserve adjustment                11,491         5,360        24,666
Gain on commutation of reinsurance
 (Note 4)                                     --        52,026            --
Prepaid reinsurance premium               (3,524)           --            --
Statutory voluntary reserve               (6,286)           --            --
Other, net                                29,207           466         3,015
                                     ----------------------------------------
               STATUTORY NET INCOME  $    24,427   $   102,626   $    74,042
                                     ----------------------------------------
GAAP Stockholder's Equity            $   676,428   $   648,097   $   570,469
Deferred policy acquisition costs     (1,887,824)   (1,615,653)   (1,283,771)
Unearned revenue reserve                  95,965       160,951       134,789
Deferred taxes                           122,105        68,936        64,522
Separate account expense allowance     1,398,030     1,183,642       924,355
Asset impairments and write-downs             --        17,250            --
Unrealized losses (gains) on
 investments                              26,292       (24,955)      (21,451)
Benefit reserve adjustment                81,111        69,233        16,378
Asset valuation reserve                   (4,935)      (21,782)      (13,670)
Adjustment relating to Lyndon
 contribution (Note 4)                        --            --       (23,671)
Prepaid reinsurance premium               (7,728)       (4,204)           --
Statutory voluntary reserve               (6,286)           --            --
Other, net                                29,718        (5,003)        3,850
                                     ----------------------------------------
      STATUTORY CAPITAL AND SURPLUS  $   522,876   $   476,512   $   371,800
                                     ----------------------------------------
</TABLE>

                                      F-7
<PAGE>
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 applicable 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 the Commissioners Annuity Reserve Valuation Method
("CARVM").

The Company has established separate accounts to segregate the assets and
liabilities of certain life insurance and annuity contracts that must be
segregated from the Company's general assets under the terms of its contracts.
The assets consist primarily of marketable securities and are reported at market
value. Premiums, benefits and expenses of these contracts are reported in the
statutory basis statements of operations.

An analysis of Annuity Actuarial Reserves and Deposit Liabilities by Withdrawal
Characteristics as of December 31, 1999 (including general and separate account
liabilities) is as follows:

<TABLE>
<CAPTION>
                                                                             % of
                                                                 Amount     Total
<S>                                                           <C>           <C>
                                                              --------------------
Subject to discretionary withdrawal:
                                                              --------------------
With market value adjustment                                  $     4,564      0.0%
At book value less current surrender charge of 5% or more       1,427,302      3.2%
At market value                                                42,431,996     95.4%
                                                              --------------------
Total with adjustment or at market value                       43,863,862     98.6%

At book value without adjustment (minimal or no charge or
 adjustment):                                                     573,583      1.3%

Not subject to discretionary withdrawal:                           34,816      0.1%
                                                              --------------------
Total, gross                                                   44,472,261    100.0%
Reinsurance ceded                                                      --
                                                              ------------
Total, net                                                    $44,472,261
                                                              ------------
</TABLE>

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 reduction in
the value of a security is deemed to be unrecoverable, the decline in value 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. Mortgage
loans, which are carried at cost and approximate fair value, include investments
in assets backed by mortgage loan pools. Other invested assets are generally
recorded at fair value.

The Asset Valuation Reserve ("AVR") is designed to provide a standardized
reserving process for realized and unrealized losses due to default and equity
risks associated with invested assets. The AVR balances were $4,935 and $21,782
as of December 31, 1999 and 1998, respectively. Additionally, the Interest
Maintenance Reserve ("IMR") captures net realized capital gains and losses, net
of applicable income taxes, resulting from changes in interest rates and
amortizes these gains or losses into income over the life of the bond or
mortgage sold. The IMR balance as of December 31, 1999 is an asset balance of
$981 and is reflected as a component of non-admitted assets in Unassigned Funds
in accordance with statutory accounting practices. The IMR balance as of
December 31, 1998 is a liability balance of $452 and is reflected as an other
liability. The net capital (losses) gains transferred to the IMR in 1999, 1998
and 1997 were $(1,255), $852 and $(719), respectively. The amount of income
(expense) amortized from the IMR in 1999, 1998 and 1997 included in the
Company's Statements of Operations, was $178, $(207), and $(85), respectively.
Realized capital gains and losses, net of taxes, not included in the IMR are
reported in the statutory basis statements of operations. Realized investment
gains and losses are determined on a specific identification basis.

CODIFICATION

The NAIC adopted the Codification of Statutory Accounting Principles in March
1998. The proposed effective date for this statutory accounting guidance is
January 1, 2001. It is expected that Connecticut, the Company's domiciliary
state, will adopt these accounting standards and, therefore, the Company will
make the necessary accounting and reporting changes required for implementation.
The Company has not yet determined the impact that these new accounting
standards will have on its statutory basis financial statements.

                                      F-8
<PAGE>
3. INVESTMENTS:

  (a) COMPONENTS OF NET INVESTMENT INCOME

<TABLE>
<CAPTION>
                                                                1999       1998      1997
<S>                                                           <C>        <C>        <C>
                                                              -----------------------------
Interest income from bonds and short-term investments         $113,646   $123,370   $100,475
Interest income from policy loans                                3,494      3,133     1,958
Interest and dividends from other investments                    6,371      4,482     1,005
                                                              -----------------------------
Gross investment income                                        123,511    130,985   103,438
Less: investment expenses                                        1,189      1,003     1,153
                                                              -----------------------------
                                       NET INVESTMENT INCOME  $122,322   $129,982   $102,285
                                                              -----------------------------
</TABLE>

  (b) COMPONENTS OF NET UNREALIZED CAPITAL (LOSSES) GAINS ON BONDS AND
      SHORT-TERM INVESTMENTS

<TABLE>
<CAPTION>
                                                                1999       1998      1997
<S>                                                           <C>        <C>        <C>
                                                              -----------------------------
Gross unrealized capital gains                                $    561   $ 10,905   $23,357
Gross unrealized capital losses                                 (6,441)      (833)   (1,906)
                                                              -----------------------------
Net unrealized capital (losses) gains                           (5,880)    10,072    21,451
Balance, beginning of year                                      10,072     21,451     7,979
                                                              -----------------------------
CHANGE IN NET UNREALIZED CAPITAL (LOSSES) GAINS ON BONDS AND
                                      SHORT-TERM INVESTMENTS  $(15,952)  $(11,379)  $13,472
                                                              -----------------------------
</TABLE>

  (c) COMPONENTS OF NET UNREALIZED CAPITAL GAINS (LOSSES) ON COMMON STOCKS

<TABLE>
<CAPTION>
                                                               1999     1998      1997
<S>                                                           <C>      <C>       <C>
                                                              --------------------------
Gross unrealized capital gains                                $2,508   $ 2,204   $   537
Gross unrealized capital losses                                  (24)   (1,871)   (1,820)
                                                              --------------------------
Net unrealized capital gains (losses)                          2,484       333    (1,283)
Balance, beginning of year                                       333    (1,283)   (3,447)
                                                              --------------------------
     CHANGE IN NET UNREALIZED CAPITAL GAINS ON COMMON STOCKS  $2,151   $ 1,616   $ 2,164
                                                              --------------------------
</TABLE>

  (d) COMPONENTS OF NET REALIZED CAPITAL (LOSSES) GAINS

<TABLE>
<CAPTION>
                                                                1999      1998     1997
<S>                                                           <C>        <C>      <C>
                                                              --------------------------
Bonds and short-term investments                              $(37,959)  $1,314   $ (120)
Common stocks                                                      104    1,624      421
Other invested assets                                              172       (1)    (307)
                                                              --------------------------
Realized capital (losses) gains                                (37,683)   2,937       (6)
Capital gains benefit                                               --       --     (831)
                                                              --------------------------
Net realized capital (losses) gains                            (37,683)   2,937      825
Less: amounts transferred to the IMR                            (1,255)     852     (719)
                                                              --------------------------
                         NET REALIZED CAPITAL (LOSSES) GAINS  $(36,428)  $2,085   $1,544
                                                              --------------------------
</TABLE>

Sales and maturities of investments in bonds and short-term investments for the
years ended December 31, 1999, 1998 and 1997 resulted in proceeds of $1,367,027,
$1,354,563 and $1,435,820, gross realized capital gains of $1,106, $1,705, and
$964 and gross realized capital losses of $39,065, $391, and $1,084,
respectively, before transfers to the IMR. Sale of common stocks for the years
ended December 31, 1999, 1998 and 1997 resulted in proceeds of $939, $33,088,
and $10,168, gross realized capital gains of $115, $1,688, and $421 and gross
realized capital losses of $11, $64, and $0, respectively.

  (e) DERIVATIVE INVESTMENTS

The Company had no significant derivative holdings as of December 31, 1999, 1998
or 1997.

  (f) CONCENTRATION OF CREDIT RISK

Excluding U.S. government and government agency investments, the Company is not
exposed to any significant concentrations of credit risk in fixed maturities of
a single issuer greater than 10% of capital and surplus as of December 31, 1999.

                                      F-9
<PAGE>
  (g) BONDS, SHORT-TERM INVESTMENTS AND COMMON STOCKS

<TABLE>
<CAPTION>
                                                                                        1999
                                                                   ----------------------------------------------
                                                                                 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                                      $    4,768     $  1      $   (37)   $    4,732
  -- Guaranteed and sponsored -- asset backed                         170,746       --           --       170,746
  States, municipalities and political subdivisions                    10,401       --          (48)       10,353
  International governments                                             7,351       94          (15)        7,430
  Public utilities                                                     18,413       92          (73)       18,432
  All other corporate -- excluding asset-backed                       592,233      374       (6,194)      586,413
  All other corporate -- asset-backed                                 539,688       --           --       539,688
  Short-term investments                                              228,105       --           --       228,105
  Certificates of deposit                                               5,158       --          (74)        5,084
  Parents, subsidiaries and affiliates                                117,057       --           --       117,057
                                                                   ----------------------------------------------
                           TOTAL BONDS AND SHORT-TERM INVESTMENTS  $1,693,920     $561      $(6,441)   $1,688,040
                                                                   ----------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                                               Gross       Gross
                                                                             Unrealized  Unrealized  Estimated
                                                                     Cost      Gains       Losses    Fair Value
<S>                                                                <C>       <C>         <C>         <C>
                                                                   --------------------------------------------
    Common stock -- unaffiliated                                   $ 4,562     $1,105     $   (24)    $ 5,643
    Common stock -- affiliated                                      35,384      1,403          --      36,787
                                                                   --------------------------------------------
                                              TOTAL COMMON STOCKS  $39,946     $2,508     $   (24)    $42,430
                                                                   --------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                                                        1999
                                                                   ----------------------------------------------
                                                                                 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 -- excluding asset-backed                         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>

The amortized cost and estimated fair value of bonds and short-term investments
as of December 31, 1999 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 the Company's estimates
of the rate of

                                      F-10
<PAGE>
future prepayments of principal over the remaining lives of the securities.
Expected maturities differ from contractual maturities due to call or prepayment
provisions.

<TABLE>
<CAPTION>
                                      Amortized     Estimated
             Maturity                    Cost       Fair Value
<S>                                  <C>           <C>
                                     --------------------------
One year or less                      $  545,290    $  543,397
Over one year through five years         692,881       690,476
Over five years through ten years        370,835       369,548
Over ten years                            84,914        84,619
                                     --------------------------
                              TOTAL   $1,693,920    $1,688,040
                                     --------------------------
</TABLE>

Bonds with a carrying value of $10,457 were on deposit as of December 31, 1999
with various regulatory authorities as required.

  (h) FAIR VALUE OF FINANCIAL INSTRUMENTS-BALANCE SHEET ITEMS (IN MILLIONS):

<TABLE>
<CAPTION>
                                                           1999 1998
                                     ------------------------------------------------------
                                       Carrying     Estimated      Carrying     Estimated
                                        Amount      Fair Value      Amount      Fair Value
<S>                                  <C>           <C>           <C>           <C>
                                     ------------------------------------------------------
ASSETS
  Bonds and short-term investments      $1,694        $1,688        $1,898        $1,908
  Common stocks                             42            42            41            41
  Policy loans                              59            59            47            47
  Mortgage loans                            64            64            60            60
  Other invested assets                      3             3             2             2
LIABILITIES
  Deposit funds and other benefits      $2,051        $2,017        $2,078        $2,053
</TABLE>

The following methods and assumptions were used to estimate the fair value of
each class of financial instruments: fair value of bonds, short-term
investments, common stock, and other invested assets approximate those
quotations published by the NAIC; policy loans and mortgage loans carrying
amounts approximates fair value; and fair value of liabilities on deposit funds
and other benefits is determined by forecasting future cash flows and
discounting the forecasted cash flows at current market rates.

4. REINSURANCE:

The Company cedes insurance to other insurers in order to limit its maximum
losses. Such transfer does not relieve the Company of its primary liability to
the policyholder. Failure of reinsurers to honor their obligations could result
in losses to the Company. The Company reduces this risk by evaluating the
financial condition of reinsurers and monitoring for possible concentrations of
credit risk.

The Company cedes significant portions of its variable annuity business written
since 1994 to RGA Reinsurance Company ("RGA"). Certain core annuity products
were excluded from this reinsurance arrangement beginning in the second quarter
of 1999 and, as such, the amounts ceded to RGA have declined significantly.

In 1995, The Hartford was "spun-off" from ITT Industries, Inc. and became its
own, autonomous entity. In conjunction with this spin-off, the assets and
liabilities of Lyndon Insurance Company (Lyndon) were merged into the Company.
The statutory net assets contributed to the Company as a result of this
transaction were approximately $112 million and were reflected as an increase in
Gross Paid-In and Contributed Surplus at December 31, 1995. This amount was
approximately $41 million lower than the value of net assets contributed on a
GAAP basis.

The majority of the business written in Lyndon was assumed from an unaffiliated
insurer. In 1998, this unaffiliated insurer recaptured the inforce blocks of
business it had been ceding to the Company through Lyndon. In conjunction with
this commutation transaction, the Company transferred statutory basis reserves
of $26,404. Additionally, the Company received fair value consideration for the
bonds it transferred which exceeded the statutory statement value of these
assets by $25,622. As a result of this activity, the Company recognized a
pre-tax gain from this transaction of $52,026 in its 1998 Statements of
Operations.

There were no material reinsurance recoverables from reinsurers outstanding as
of and for the years ended, December 31, 1999 and 1998.

                                      F-11
<PAGE>
The effect of reinsurance as of and for the years ended December 31, is
summarized as follows:

<TABLE>
<CAPTION>
1999                                    Direct       Assumed        Ceded          Net
<S>                                  <C>           <C>           <C>           <C>
                                     ------------------------------------------------------
Aggregate Reserves for Future
 Benefits                             $  784,502     $    53     $  (192,934)   $  591,621
Policy and Contract Claim
 Liabilities                          $    7,827     $   203     $      (353)   $    7,677

Premium and Annuity Considerations    $  674,219     $ 1,261     $   (53,691)   $  621,789
Annuity and Other Fund Deposits       $6,195,917     $    --     $(3,204,554)   $2,991,363
Death, Annuity, Disability and
 Other Benefits                       $   65,251     $ 1,104     $   (12,713)   $   53,642
Surrenders                            $2,541,449     $    --     $(1,290,636)   $1,250,813
</TABLE>

<TABLE>
<CAPTION>
1998                                    Direct       Assumed        Ceded          Net
<S>                                  <C>           <C>           <C>           <C>
                                     ------------------------------------------------------
Aggregate Reserves for Future
 Benefits                             $  713,375     $    50     $  (134,285)   $  579,140
Policy and Contract Claim
 Liabilities                          $    5,895     $    85     $      (313)   $    5,667

Premium and Annuity Considerations    $  483,328     $24,954     $   (38,939)   $  469,343
Annuity and Other Fund Deposits       $6,461,470     $    --     $(4,410,219)   $2,051,251
Death, Annuity, Disability and
 Other Benefits                       $   64,331     $ 1,574     $   (16,401)   $   49,504
Surrenders                            $1,481,797     $    --     $  (742,134)   $  739,663
</TABLE>

<TABLE>
<CAPTION>
1997                                    Direct       Assumed        Ceded          Net
<S>                                  <C>           <C>           <C>           <C>
                                     ------------------------------------------------------
Premium and Annuity Considerations    $  266,427     $51,630     $   (21,412)   $  296,645
Annuity and Other Fund Deposits       $6,515,347     $    --     $(4,534,101)   $1,981,246
Death, Annuity, Disability and
 Other Benefits                       $   79,779     $   839     $    (7,126)   $   73,492
Surrenders                            $  882,094     $    --     $  (427,677)   $  454,417
</TABLE>

5. RELATED PARTY TRANSACTIONS:

Transactions between the Company and its affiliates, relate principally to tax
settlements, reinsurance, insurance coverages, rental and service fees, capital
contributions and payments of dividends. In addition, certain affiliated
insurance companies purchased group annuity contracts from the Company to fund
pension costs and claim annuities to settle casualty claims. Substantially all
general insurance expenses related to the Company, including rent and benefit
plan expenses, are initially paid by The Hartford. Direct expenses are allocated
using specific identification and indirect expenses are allocated using other
applicable methods. Indirect expenses include those for corporate areas which,
depending on type, are allocated based on either a percentage of direct expenses
or on utilization.

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, Hartford Life, LTD.

For additional information, see Notes 4, 6, and 8.

6. 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 affiliated group of
which The Hartford is the common parent. The Hartford and its non-life
subsidiaries filed a single consolidated Federal income tax return for 1998 and
1997 and intend to file a separate consolidated Federal income tax return for
1999. The life insurance companies filed a separate consolidated Federal income
tax return for 1998 and 1997 and intend to file a separate consolidated Federal
income tax return for 1999. Federal income taxes (received) paid by the Company
for operations and capital gains (losses) were $(8,815), $25,780, and $(14,499)
in 1999, 1998 and 1997, respectively. The effective tax rate was (73)%, 27%, and
(28)% in 1999, 1998 and 1997, respectively.

                                      F-12
<PAGE>
The following schedule provides a reconciliation of the tax provision (including
realized capital gains(losses)) at the U.S. Federal Statutory rate to Federal
income tax (benefit) expense (in millions):

<TABLE>
<CAPTION>
                                                              1999   1998   1997
<S>                                                           <C>    <C>    <C>
                                                              ------------------
Tax provision at U.S. Federal Statutory rate                  $ 5    $48    $ 20
Tax deferred acquisition costs                                 31     25      25
Statutory to tax reserve differences                           (7)     8       1
Investments                                                   (31)   (60)    (61)
Other                                                          (8)    15      (1)
                                                              ------------------
                        FEDERAL INCOME TAX (BENEFIT) EXPENSE  $(10)  $36    $(16)
                                                              ------------------
</TABLE>

7. CAPITAL AND SURPLUS AND SHAREHOLDER DIVIDEND RESTRICTIONS:

The maximum amount of dividends which can be paid to shareholders by Connecticut
domiciled insurance companies, without prior approval, 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 1999,
1998 or 1997. The amount available for dividend in 2000 is approximately
$60,855.

8. PENSION, RETIREMENT, AND OTHER POST-RETIREMENT AND POST-EMPLOYMENT BENEFITS:

All employees that work for The Hartford's life insurance companies are included
in The Hartford's non-contributory defined benefit pension plans. These plans
provide pension benefits that are based on years of service and the employee's
compensation during the last ten years of employment. The Hartford'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 group
pension contracts sold by affiliates. The costs that were allocated to the
Company for pension related expenses were $762, $1,045 and $840 for 1999, 1998
and 1997, respectively.

Employees of The Hartford's life insurance companies are also provided, through
The Hartford, certain health care and life insurance benefits for eligible
retired employees. The contribution for health care benefits depends on the
retiree's date of retirement and years of service. In addition, this benefit
plan has a defined dollar cap, which limits average company contributions. The
Hartford 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 benefits
expense allocated to the Company was not material to the results of operations
for 1999, 1998 or 1997.

The assumed rate in the per capita cost of health care (the health care trend
rate) was 7.1% for 1999, 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.

Substantially all of The Hartford's life insurance companies' employees are
eligible to participate in The Hartford's Investment and Savings Plan. Under
this plan, designated contributions, which may be invested in Class A Common
Stock of HLI or certain other investments, are matched to a limit of 3% of
compensation.

9. SEPARATE ACCOUNTS:

The Company maintains separate account assets totaling $44.9 billion and $32.9
billion as of December 31, 1999 and 1998, respectively. Separate account assets
are segregated from other investments and reported at fair value. Separate
account liabilities are determined in accordance with prescribed actuarial
methodologies, which approximate the market value less applicable surrender
charges. The resulting surplus is recorded in the general account statement of
operations as a component of Net Transfers to Separate Accounts. The Company's
separate accounts are non-guaranteed, wherein the policyholder assumes
substantially all the investment risk and rewards. Investment income (including
investment gains and losses) and interest credited to policyholders on separate
account assets are not separately reflected in the statutory statements of
operations.

Separate account management fees, net of minimum guarantees, were $493 million,
$363 million, and $252 million in 1999, 1998 and 1997, respectively, and are
recorded as a component of fee income on the Company's statutory basis
Statements of Operations.

                                      F-13
<PAGE>
10. COMMITMENTS AND CONTINGENT LIABILITIES:

  (a) LITIGATION

The Company is involved in pending and threatened litigation in the normal
course of its business in which claims for alleged economic and punitive damages
have been asserted. Some of these cases have been filed as purported class
actions and some cases have been filed in certain jurisdictions that permit
punitive damage awards disproportionate to the actual damages incurred. 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,
will have a material adverse effect on the statutory capital and surplus of the
Company.

  (b) GUARANTY FUNDS

Under insurance guaranty fund laws in each state, the District of Columbia and
Puerto Rico, insurers licensed to do business can be assessed by state insurance
guaranty associations for certain obligations of insolvent insurance companies
to policyholders and claimants. Recent regulatory actions against certain large
life insurers encountering financial difficulty have prompted various state
insurance guaranty associations to begin assessing life insurance companies for
the deemed losses. Most of these laws do provide, however, that an assessment
may be excused or deferred if it would threaten an insurer's solvency and
further provide annual limits on such assessments. Part of the assessments paid
by the Company pursuant to these laws may be used as credits for a portion of
the associated premium taxes. The Company paid guaranty fund assessments of
approximately $523, $1,043 and $1,544 in 1999, 1998, and 1997, respectively, of
which $318, $995, and $548 in 1999, 1998 and 1997, respectively were estimated
to be creditable against premium taxes.

  (c) TAX MATTERS

The Company's Federal income tax returns are routinely audited by the Internal
Revenue Service ("IRS"). The Company's 1997 and 1996 Federal income tax returns
are currently under audit by the IRS. As of March 31, 2000, the audit was in its
initial stage and no material issues had been raised.

                                      F-14
<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 to be filed by Amendment.

           (6)    (a)    Certificate of Incorporation of Hartford.(3)

           (6)    (b)    Bylaws of Hartford.(2)

           (7)    Not applicable.

           (8)    Not applicable.

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

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

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

(1)   Incorporated by reference to Post-Effective Amendment No. 5, to the
      Registration Statement File No. 33-56790, dated May 1, 1995.

(2)   Incorporated by reference to Post-Effective Amendment No. 6, to the
      Registration Statement File No. 33-56790, dated May 1, 1996.

(3)   Incorporated by reference to the Initial Filing, to the Registration
      Statement File No. 333-45303, dated January 1, 1998.


<PAGE>

           (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

<TABLE>
<CAPTION>
- --------------------------------------------- ----------------------------------------------------------------------

NAME                                          POSITION WITH HARTFORD
<S>                                           <C>
- --------------------------------------------- ----------------------------------------------------------------------
David A. Carlson                              Vice President
- --------------------------------------------- ----------------------------------------------------------------------
Peter W. Cummins                              Senior Vice President
- --------------------------------------------- ----------------------------------------------------------------------
Bruce W. Ferris                               Vice President
- --------------------------------------------- ----------------------------------------------------------------------
Timothy M. Fitch                              Vice President & Actuary
- --------------------------------------------- ----------------------------------------------------------------------
Mary Jane B. Fortin                           Vice President & Chief Accounting Officer
- --------------------------------------------- ----------------------------------------------------------------------
David T. Foy                                  Senior Vice President, Chief
                                               Financial Officer and Treasurer, Director*
- --------------------------------------------- ----------------------------------------------------------------------
Lynda Godkin                                  Senior Vice President, General Counsel, and Corporate Secretary,
                                              Director*
- --------------------------------------------- ----------------------------------------------------------------------
Lois W. Grady                                 Senior Vice President
- --------------------------------------------- ----------------------------------------------------------------------
Stephen T. Joyce                              Senior Vice President
- --------------------------------------------- ----------------------------------------------------------------------
Michael D. Keeler                             Vice President
- --------------------------------------------- ----------------------------------------------------------------------
Robert A. Kerzner                             Senior Vice President
- --------------------------------------------- ----------------------------------------------------------------------
Thomas M. Marra                               President, Director*
- --------------------------------------------- ----------------------------------------------------------------------
Steven L. Matthiesen                          Vice President
- --------------------------------------------- ----------------------------------------------------------------------
Deanne Osgood                                 Vice President
- --------------------------------------------- ----------------------------------------------------------------------
Craig R. Raymond                              Senior Vice President and Chief Actuary
- --------------------------------------------- ----------------------------------------------------------------------
Lowndes A. Smith                              Chief Executive Officer, Director*
- --------------------------------------------- ----------------------------------------------------------------------
David M. Znamierowski                         Senior Vice President and Chief Investment Officer, Director*
- --------------------------------------------- ----------------------------------------------------------------------
</TABLE>

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

*Denotes election to Board of Directors.

<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 March 31, 2000, there were 321,074 Contract Owners.

Item 28. Indemnification

<PAGE>

Sections 33-770 to 33-778, inclusive, of the Connecticut General Statutes
("CGS") provide that a corporation may provide indemnification of or advance
expenses to a director, officer, employee or agent. Reference is hereby made to
Section 33-771(e) of CGS regarding indemnification of directors and Section
33-776(d) of CGS regarding indemnification of officers, employees and agents of
Connecticut corporations. These statutes provide, in general, that Connecticut
corporations incorporated prior to January 1, 1997 shall, except to the extent
that their certificate of incorporation expressly provides otherwise, indemnify
their directors, officers, employees and agents against "liability" (defined as
the obligation to pay a judgment, settlement, penalty, fine, including an excise
tax assessed with respect to an employee benefit plan, or reasonable expenses
incurred with respect to a proceeding) when (1) a determination is made pursuant
to Section 33-775 that the party seeking indemnification has met the standard of
conduct set forth in Section 33-771 or (2) a court has determined that
indemnification is appropriate pursuant to Section 33-774. Under Section 33-775,
the determination of and the authorization for indemnification are made (a) by
the disinterested directors, as defined in Section 33-770(3); (b) by special
counsel; (c) by the shareholders; or (d) in the case of indemnification of an
officer, agent or employee of the corporation, by the general counsel of the
corporation or such other officer(s) as the board of directors may specify.
Also, Section 33-772 provides that a corporation shall indemnify an individual
who was wholly successful on the merits or otherwise against reasonable expenses
incurred by him in connection with a proceeding to which he was a party because
he was a director of the corporation. In the case of a proceeding by or in the
right of the corporation or with respect to conduct for which the director,
officer, agent or employee was adjudged liable on the basis that he received a
financial benefit to which he was not entitled, indemnification is limited to
reasonable expenses incurred in connection with the proceeding against the
corporation to which the individual was named a party.

Under the Depositor's bylaws, the Depositor must indemnify both directors and
officers of the Depositor for (1) any claims and liabilities to which they
become subject by reason of being or having been directors or officers of the
Depositor and (2) legal and other expenses incurred in defending against such
claims, in each case, to the extent such is consistent with statutory
provisions.

Section 33-777 of CGS specifically authorizes a corporation to procure
indemnification insurance on behalf of an individual who was a director,
officer, employer or agent of the corporation. Consistent with the statute, the
directors and officers of the Depositor and Hartford Equity Sales Company, Inc.
("HESCO") are covered under a directors and officers liability insurance policy
issued to The Hartford Financial Services Group, Inc. and its subsidiaries.

<PAGE>

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

<PAGE>
Item 29. Principal Underwriters

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

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

<PAGE>

         (b)      Directors and Officers of HSD

<TABLE>
<CAPTION>
                  Name and Principal               Positions and Offices
                   Business Address                   With Underwriter
                  ------------------           ------------------------------
                  <S>                          <C>
                  Lowndes A. Smith             President and Chief Executive Officer, Director
                  Thomas M. Marra              Executive Vice President, Director
                  Robert A. Kerzner            Executive Vice President
                  Peter W. Cummins             Senior Vice President
                  Lynda Godkin                 Senior Vice President, General Counsel and
                                               Corporate Secretary
                  David T. Foy                 Treasurer
                  George R. Jay                Controller
</TABLE>


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

Item 30. Location of Accounts and Records

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


Item 31. Management Services

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

Item 32. Undertakings

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

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

<PAGE>

      (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.




<PAGE>




                                   SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant certifies that it has caused this Registration Statement
to be signed on its behalf, in the City of Hartford, and State of Connecticut
on this 1st day of May, 2000.

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

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

HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
          (Depositor)


By: Thomas M. Marra
     --------------------------
     Thomas M. Marra, 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.

David T. Foy, Senior Vice President, Chief
     Financial Officer and Treasurer, Director*
Lynda Godkin, Senior Vice President, General
     Counsel and Corporate Secretary, Director*
Thomas M. Marra, President, Director*               *By: /s/ Marianne O'Doherty
Lowndes A. Smith, Chief                                 -----------------------
     Executive Officer, Director*                       Marianne O'Doherty
David M. Znamierowski, Senior Vice President            Attorney-in-Fact
     and Chief Investment Officer, Director*

                                                        Dated: May 1, 2000



<PAGE>



                                  EXHIBIT INDEX



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

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

(15)     Copy of Power of Attorney.

(16)     Organizational Chart.

<PAGE>
                                                 [LOGO]
                                                 [HARTFORD LIFE]


May 1, 2000
                                                 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. 333-95781

Dear Sir/Madam:

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

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

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

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

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
Hartford Life and Annuity Insurance Company
May 1, 2000
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,

/s/ Lynda Godkin

Lynda Godkin



<PAGE>





                                                           ARTHUR ANDERSEN LLP





                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
                    -----------------------------------------

As independent public accountants, we hereby consent to the use of our reports
(and to all references to our Firm) included in or made a part of this
Registration Statement File No. 333-95781 for Hartford Life and Annuity
Insurance Company Separate Account One on Form N-4.

Hartford, Connecticut                                  /s/ Arthur Andersen LLP
April 26, 2000


<PAGE>

                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY

                                POWER OF ATTORNEY

                                  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 Marta Czekajewski 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 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/ David T. Foy
- --------------------------------            Dated as of January 15, 2000
David T. Foy


/s/ Lynda Godkin
- --------------------------------            Dated as of January 15, 2000
Lynda Godkin


/s/ Thomas M. Marra
- --------------------------------            Dated as of January 15, 2000
Thomas M. Marra


/s/ Lowndes A. Smith
- --------------------------------            Dated as of January 15, 2000
Lowndes A. Smith


/s/ David M. Znamierowski
- --------------------------------            Dated as of January 15, 2000
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 AND ACCIDENT INSURANCE COMPANY
                                                           (CONNECTICUT)
                                                                |
                                                                |
                                                                |
        -------------------------------------------------------------------------------------------------------------------------
        |          |       |              |                   |                |               |             |             |
  HARTFORD LIFE    |       |              |                   |                |               |          PLANCO         PLANCO
INTERNATIONAL, LTD.|       |              |                   |                |               |         FINANCIAL    INCORPORATED
  (CONNECTICUT)    |       |              |                   |                |               |         SERVICES,   (PENNSYLVANIA)
                   |       |              |                   |                |               |       INCORPORATED
                   |       |              |                   |                |               |       (PENNSYLVANIA)
                   |       |              |                   |                |               |
                   |   HART LIFE   HARTFORD FINANCIAL   HARTFORD LIFE       HARTFORD        AMERICAN
                   |   INSURANCE     SERVICES LIFE    INSURANCE COMPANY    FINANCIAL      MATURITY LIFE
                   |    COMPANY    INSURANCE COMPANY    (CONNECTICUT)    SERVICES, LLC  INSURANCE COMPANY
                   | (CONNECTICUT)   (CONNECTICUT)            |           (DELAWARE)      (CONNECTICUT)
                   |                                          |                |               |
                   |      -------------------------------------                |       AML FINANCIAL, INC.
                   |      |                 |                 |                |         (CONNECTICUT)
                   |SERVUS LIFE          HARTFORD          HARTFORD            |
                   | INSURANCE         INTERNATIONAL       LIFE AND            |
                   |  COMPANY        LIFE REASSURANCE  ANNUITY INSURANCE       |
                   |(CONNECTICUT)      CORPORATION         COMPANY             |
                   |                  (CONNECTICUT)     (CONNECTICUT)          |
                   |                                          |                |
                   |                                          |                |
                   |                                       HARTFORD            |
                   |                                      LIFE, LTD.           |
                   |                                      (BERMUDA)            |
                   |                                                           |
                   |                                                           |
         ----------|                               -----------------------------------------------------------------------
         |                                         |                     |                  |                            |
   INTERNATIONAL                            HL INVESTMENT           HARTFORD       HARTFORD SECURITIES      HARTFORD-COMPREHENSIVE
     CORPORATE                              ADVISORS, LLC         EQUITY SALES        DISTRIBUTION                  EMPLOYEE
MARKETING GROUP, INC.                       (CONNECTICUT)         COMPANY, INC.       COMPANY, INC.              BENEFIT SERVICE
   (CONNECTICUT)                                 |                (CONNECTICUT)       (CONNECTICUT)                  COMPANY
         |                                       |                                                                (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 Accident and Indemnity Company
     |           |                                         (Connecticut)
     |           |                                              |
     |           |                                      Hartford Life, Inc
     |           |                                           (Delaware)
     |           |                                              |
     |           |                          Hartford Life and Accident Insurance Company
     |           |                                        (Connecticut)
     |           |                                              |
     |           |                                         HARTFORD LIFE
     |           |                                -------INTERNATIONAL LTD.
     |           |                                |       (CONNECTICUT)
     |           |                                |             |
     |           |                                |        ITT HARTFORD
     |           |                                |    ----SUDAMERICANA
     |           |                                |   |     HOLDING S.A.
     |           |                                |   |    (ARGENTINA)
     |           |                                |   |------------------------------------------------------
     |           |                                |   |                               |                      |
     |           |                                |   |      ITT HARTFORD          GALICIA              INSTITUTO DE
     |           |                                |   |        SEGUROS          VIDA COMPANIA        SALTA COMPANIA DE
     |           |                                |   |------DE VIDA S.A.      DE SEGUROS S.A.      SEGUROS DE VIDA S.A.
     |           |                                |   |       (URUGUAY)          (ARGENTINA)            (ARGENTINA)
     |           |                                |   |
     |           |             ICATU              |   |        HARTFORD
     |           |            HARTFORD            |   |---SEGUROS DE VIDA S.A.
     |           |          SEGUROS S.A.----------|   |       (ARGENTINA)
     |           |            (BRAZIL)                |
     |           |                |                   |
     |           |                |                   |        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)                |
                                                      |
                                                      |
                                                      |
                                                      |--------- U.O.R., S.A.
                                                                 (ARGENTINA)


</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          -THE HARTFORD  |
                |                              S.A.              INSURANCE CO., N.V.    |---  EDINBURGH          INTERNATIONAL  |
                |    ZWOLSCHE ALGEMEENE      (FRANCE)                (BELGIUM)          | INSURANCE CO., LTD.      FINANCIAL    |
                |----SCHADEVERZEKERING                                   |              |        (U.K.)            SERVICES     |
        --------|          N.V.-----------------------------------       |              |            |             GROUP CIA    |
        |       |      (NETHERLANDS)                              |      |              |            |            DE SEGUROS Y  |
       Z.A.     |                                                 |      |              |   EXCESS INSURANCE     REASEGUROS S.A.|
- --VERZEKERINGEN |                                                 |      |              |     COMPANY LTD.          (SPAIN)     |
|      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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