PUTNAM CAPITAL MANAGER TRUST SEPARATE ACCOUNT TWO
497, 1996-12-30
Previous: SOURCE MEDIA INC, 8-K, 1996-12-30
Next: PUTNAM CAPITAL MANAGER TRUST SEPARATE ACCOUNT TWO, 497, 1996-12-30



<PAGE>

ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY --
PUTNAM CAPITAL MANAGER TRUST SEPARATE ACCOUNT TWO
P.O. Box 5085 
Hartford, Connecticut 06102-5085
Telephone: 1-800-521-0538
- -------------------------------------------------------------------------------

This Prospectus describes the Putnam Capital Manager Plan, a tax deferred 
variable annuity issued by ITT Hartford Life and Annuity Insurance Company 
("ITT Hartford").  Payments for the Contract will be held in a series of ITT 
Hartford Life and Annuity Insurance Company - Putnam Capital Manager Trust 
Separate Account Two (the "Separate Account").  Allocations to and transfers 
to and from the Fixed Account are not permitted in certain states.

There are currently sixteen (16) Sub-Accounts available under the Contract.  
The underlying investment portfolios ("Funds") of Putnam Variable Trust for 
the Sub-Accounts are Putnam VT Asia Pacific Growth Fund,  Putnam VT 
Diversified Income Fund, Putnam VT Global Asset Allocation Fund, Putnam VT 
Global Growth Fund, Putnam VT Growth and Income Fund, Putnam VT High Yield 
Fund, Putnam VT International Growth Fund, Putnam VT International Growth & 
Income Fund, Putnam VT International New Opportunities Fund, Putnam VT Money 
Market Fund, Putnam VT New Opportunities Fund, Putnam VT New Value Fund, 
Putnam VT U.S. Government and High Quality Bond Fund, Putnam VT Utilities 
Growth and Income Fund, Putnam VT Vista Fund, and Putnam VT Voyager Fund.

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

- -------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND 
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES 
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE 
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY 
IS A CRIMINAL OFFENSE. 
- -------------------------------------------------------------------------------
THIS PROSPECTUS IS ACCOMPANIED BY A CURRENT PROSPECTUS FOR THE FUNDS AND IS 
VALID ONLY WHEN ACCOMPANIED BY A CURRENT PROSPECTUS FOR THE TRUST. 
- -------------------------------------------------------------------------------
VARIABLE ANNUITY CONTRACTS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR ENDORSED OR
GUARANTEED BY, ANY BANK, NOR ARE THEY FEDERALLY INSURED OR OTHERWISE PROTECTED
BY THE FDIC, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY; THEY ARE SUBJECT TO
INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED.
- -------------------------------------------------------------------------------
Prospectus Dated:  MAY 1, 1996         
                   -----------
Statement of Additional Information Dated:  MAY 1, 1996        
                                            -----------
Revised effective: JANUARY 2, 1997      
                   ---------------


<PAGE>

                                       2

                                TABLE OF CONTENTS
                                        
SECTION                                                               PAGE
- -------                                                               ----
GLOSSARY OF SPECIAL TERMS............................................

FEE TABLE............................................................

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

SUMMARY..............................................................

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

INTRODUCTION.........................................................

THE CONTRACT.........................................................

     Right to Cancel Period..........................................

THE SEPARATE ACCOUNT.................................................

THE FIXED ACCOUNT....................................................

THE COMPANY..........................................................

THE FUNDS............................................................

OPERATION OF THE CONTRACT/ACCUMULATION PERIOD........................

     Premium Payments................................................
     
     Value of Accumulation Units.....................................
     
     Value of the Fixed Account......................................
     
     Value of the Contract...........................................

     Transfers Among Sub-Accounts....................................
     
     Transfers Between the Fixed Account and the Sub-Accounts........
     
     Redemption/Surrender of a Contract..............................
     
DEATH BENEFIT........................................................


<PAGE>

                                       3

CHARGES UNDER THE CONTRACT...........................................
     
     Contingent Deferred Sales Charges...............................
     
     During the First Seven Contract Years...........................
     
     After the Seventh Contract Year.................................
     
     Mortality and Expense Risk Charge...............................

     Administration and Maintenance Fees.............................

     Premium Taxes...................................................

ANNUITY BENEFITS.....................................................

     Annuity Options.................................................
     
     The Annuity Unit and Valuation..................................
     
     Determination of Payment Amount.................................

FEDERAL TAX CONSIDERATIONS...........................................
     
     General.........................................................
     
     Taxation of ITT Hartford and the Separate Account...............
     
     Taxation of Annuities -- General Provisions Affecting
     Purchasers Other Than Qualified Retirement Plans................
     
     Federal Income Tax Withholding..................................
     
     General Provisions Affecting Qualified Retirement Plans.........

     Annuity Purchases by Nonresident Aliens and Foreign Corporations

GENERAL MATTERS......................................................

     Assignment......................................................
     
     Modification....................................................
     
     Delay of Payments...............................................


<PAGE>

                                       4

     Voting Rights...................................................
     
     Distribution of the Contracts...................................
     
     Other Contracts Offered.........................................
     
     Custodian of Separate Account Assets............................
     
     Legal Proceedings...............................................
     
     Legal Counsel...................................................

     Experts.........................................................

     Additional Information..........................................

APPENDIX I...........................................................

TABLE OF CONTENTS TO STATEMENT OF ADDITIONAL INFORMATION.............


<PAGE>

                                       5

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

ANNUAL WITHDRAWAL AMOUNT:  The amount which can be withdrawn in any Contract
Year prior to incurring surrender charges.

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

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

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

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

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

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

COMMISSION:  Securities and Exchange Commission.

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

CONTRACT ANNIVERSARY:  The anniversary of the Contract Date.

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

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

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

<PAGE>

                                       6

DEATH BENEFIT:  The amount payable upon the death of a Contract Owner,
Annuitant, or Participant in the case of group Contracts before annuity payments
have started.

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

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

FUNDS:  Currently, the portfolios of Putnam Variable Trust described on page 
__ of this Prospectus.

GENERAL ACCOUNT:  The General Account of ITT Hartford which consists of all
assets of ITT Hartford Life and Annuity Insurance Company other than those
allocated to the separate accounts of the ITT Hartford Life and Annuity
Insurance Company.

HOME OFFICE OF THE COMPANY:  Currently located at 200 Hopmeadow Street,
Simsbury, Connecticut.  All correspondence concerning the Contract should be
sent to P.O. Box 5085, Hartford, CT 06102-5085, Attn:  Individual Annuity
Services.

ITT HARTFORD:  ITT Hartford Life and Annuity Insurance Company.  

MAXIMUM ANNIVERSARY VALUE: A value used in determining the death benefit.  It is
based on a series of calculations of Contract Values on Contract Anniversaries,
premium payments and partial surrenders, as described on page   .

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

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

PLAN:  A voluntary Plan of an Employer which qualifies for special tax treatment
under a section of the Internal Revenue Code.

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

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

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


<PAGE>

                                       7


SEPARATE ACCOUNT:  The ITT Hartford separate account entitled "ITT Hartford Life
and Annuity Insurance Company - Putnam Capital Manager Trust Separate Account
Two".

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

TERMINATION VALUE:  The Contract Value upon termination of the Contract prior to
the Annuity Commencement Date, less any applicable Premium Taxes, the Annual
Maintenance Fee and any applicable contingent deferred sales charges.

TRUST:  Putnam Variable Trust.

UNALLOCATED CONTRACTS: Contracts issued to employers or such other entities as
Contract Owners with no allocation to a specific Participant, as defined herein.
The Plans will be responsible for the individual allocations.

VALUATION DAY:  Every day the New York Stock Exchange is open for trading.  The
value of the Separate Account is determined at the close of the New York Stock
Exchange (currently 4:00 p.m. Eastern Time) on such days.

VALUATION PERIOD:  The period between the close of business on successive
Valuation Days.

VARIABLE ANNUITY:  An Annuity providing for payments varying in amount in
accordance with the  investment experience of the assets of the Separate
Account.


<PAGE>
                                       8

                                    FEE TABLE
                                     SUMMARY
                                        
                       CONTRACT OWNER TRANSACTION EXPENSES
                               (ALL SUB-ACCOUNTS)
                                        
Sales Load Imposed on Purchases (as a percentage of premium payments).. None

Exchange Fee........................................................... $0

Deferred Sales Load (as a percentage of amounts withdrawn)
     First Year (1).................................................... 6%
     Second Year....................................................... 6%
     Third Year........................................................ 5%
     Fourth Year....................................................... 5%
     Fifth Year........................................................ 4%
     Sixth Year........................................................ 3%
     Seventh Year...................................................... 2%
     Eighth Year....................................................... 0%
Annual Maintenance Fee (2)............................................. $30
Annual Expenses-Separate Account
(as percentage of average account value)
     Mortality and Expense Risk........................................ 1.250%
     Administration Fees............................................... 0.150%
     Total............................................................. 1.400%

                               ANNUAL FUND OPERATING EXPENSES
                                (AS PERCENTAGE OF NET ASSETS)
                                                                      Total Fund
                                             Management      Other     Operating
                                                Fees        Expenses    Expenses
                                             ----------     --------  ----------
Putnam VT Asia Pacific Growth Fund (3)          0.80%        0.90%       1.70%
Putnam VT Diversified Income Fund               0.70%        0.15%       0.85%
Putnam VT Global Asset Allocation Fund          0.70%        0.14%       0.84%
Putnam VT Global Growth Fund                    0.60%        0.15%       0.75%
Putnam VT Growth and Income Fund                0.52%        0.05%       0.57%
Putnam VT High Yield Fund                       0.70%        0.09%       0.79%
Putnam VT International Growth Fund (4)         0.80%        0.18%       0.98%
Putnam VT International Growth and (4)          0.80%        0.17%       0.97%
     Income Fund
Putnam VT International New (4)                 1.20%        0.19%       1.39%
     Opportunities Fund
Putnam VT Money Market Fund                     0.45%        0.12%       0.57%
Putnam VT New Opportunities Fund                0.70%        0.14%       0.84%
Putnam VT New Value Fund (4)                    0.70%        0.13%       0.83%


<PAGE>

                                       9

Putnam VT U.S. Government and High Quality        
   Bond Fund                                    0.61%        0.09%       0.70%
Putnam VT Utilities Growth and Income Fund (5)  0.70%        0.08%       0.78%
Putnam VT Vista Fund (4)                        0.65%        0.16%       0.81%
Putnam VT Voyager Fund                          0.62%        0.06%       0.68%
         
_________________________
(1)  Length of time from premium payment.

(2)  The Annual Maintenance Fee is a single $30 charge on a Contract.  It is 
     deducted proportionally from the investment options in use at the time of
     the charge. Pursuant to requirements of the 1940 Act, the Annual 
     Maintenance Fee has been reflected in the Examples by a method intended to
     show the "average" impact of the Annual Maintenance Fee on an investment 
     in the Separate Account. The Annual Maintenance Fee is deducted only when 
     the accumulated value is less than $50,000.  In the Example, the Annual
     Maintenance Fee is approximated as a 0.08% annual asset charge based on the
     experience of the Contracts.

(3)  The annualized total expenses and management fees shown above for the 
     Putnam VT Asia Pacific Growth Fund reflect the termination of an expense 
     limitation in effect for the period.  Actual annualized management fees
     and total expenses would have been 0.33% and 1.22%, respectively.

(4)  Putnam VT International Growth Fund, Putnam VT International Growth and 
     Income Fund, Putnam VT International New Opportunities Fund, Putnam VT 
     New Value Fund, and Putnam VT Vista Fund are new funds; operating expenses
     are based on annualized estimates of such expenses to be incurred in the 
     current fiscal year.

(5)  On July 11, 1996, shareholders approved an increase in the fees payable 
     to Putnam Management under the Management Contract for the Putnam VT 
     Utilities Growth and Income Fund. The management fees and total expenses 
     shown in the table have been restated to reflect the increase. Actual 
     management fees and total expenses were 0.60% and 0.68%, respectively.




<PAGE>

                                      10
<TABLE>
<CAPTION>
EXAMPLE

                                          If you surrender your        If you annuitize at the      If you do not surrender
                                          contract at the end of       end of the applicable        your contract: You would
                                          the applicable time          time period: You would       pay the following 
                                          period: You would pay        pay the following            expenses on a $1,000 
                                          the following expenses       expenses on a $1,000         investment, assuming a 
                                          on a $1,000 investment,      investment, assuming a       5% annual return on 
                                          assuming a 5% annual         5% annual return on          assets:
                                          return on assets:            assets:

     SUB-ACCOUNT                          1 YR. 3 YRS. 5 YRS. 10 YRS.  1 YR. 3 YRS. 5 YRS. 10 YRS.  1 YR. 3 YRS. 5 YRS. 10 YRS.
<S>                                       <C>   <C>    <C>    <C>      <C>   <C>    <C>    <C>      <C>   <C>    <C>    <C>
 PCM Growth and Income Fund                $81   $115   $151   $240     $20   $64    $110    $239    $21   $65    $111   $240
 PCM High Yield Fund                        83    122    163    263      22    71     122     262     23    72     123    263
 PCM Global Growth Fund                     83    120    161    259      22    70     120     258     23    70     121    259
 PCM Money Market Fund                      81    115    151    240      20    64     110     239     21    65     111    240
 PCM Global Asset Allocation Fund           84    123    165    268      23    72     124     267     24    73     125    268
 PCM U.S. Government and High
 Quality Bond Fund                          82    119    158    253      22    68     117     252     22    69     118    253
 PCM Utilities Growth and Income Fund       83    121    162    262      22    71     121     261     23    71     122    262
 PCM Voyager Fund                           82    118    157    251      21    67     116     250     22    68     117    251
 PCM Diversified Income Fund                84    124    166    269      23    73     125     268     24    74     126    269
 PCM New Opportunities Fund                 84    123    175    268      23    72     124     267     24    73     125    268
 PCM Asia Pacific Growth Fund               93    149    209    353      32    99     168     352     33    99     169    353
 PCM International Growth Fund              85    128    172    282      24    77     132     281     25    78     132    282
 PCM International Growth and Income Fund   85    127    172    281      24    76     131     280     25    77     132    281
 PCM International New Opportunities Fund   89    140    193    323      29    89     152     322     29    90     153    323
 PCM New Value Fund                         84    123    165    267      23    72     124     266     24    73     125    267
 PCM Vista Fund                             83    122    164    265      23    71     123     264     23    72     124    265
</TABLE>

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

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


<PAGE>

                                      11

                          ACCUMULATION UNIT VALUES

         (For an accumulation unit outstanding throughout the period)

The following information has been examined by Arthur Andersen LLP, independent
public accountants, whose report thereon is included in the Statement of
Additional information, which is incorporated by reference to this Prospectus.

                                                  YEAR ENDED DECEMBER 31,
                                                  -----------------------
                                                                  
                                                   1995     1994     1993
                                                   ----     ----     ----
PCM VOYAGER FUND SUB-ACCOUNT
Accumulation unit value at beginning of period   $23.445  $23.530   $20.102 (c)
Accumulation unit value at end of period         $32.520  $23.445   $23.530 
Number accumulation units outstanding at
end of period (in thousands)                      23,357   13,372     6,509

PCM GROWTH AND INCOME FUND SUB-ACCOUNT
Accumulation unit value at beginning of period   $20.178  $20.390   $18.096 (c)
Accumulation unit value at end of period         $27.201  $20.178   $20.390 
Number accumulation units outstanding at
end of period (in thousands)                      42,420   26,790    15,223

PCM GLOBAL ASSET ALLOCATION FUND SUB-ACCOUNT                         
Accumulation unit value at beginning of period   $16.355  $16.988   $14.665 (c)
Accumulation unit value at end of period         $20.087  $16.355   $16.988 
Number accumulation units outstanding at 
end of period (in thousands)                      10,181    8,665     4,491

PCM HIGH YIELD FUND SUB-ACCOUNT
Accumulation unit value at beginning of period   $17.476  $17.890   $15.173 (c)
Accumulation unit value at end of period         $20.390  $17.476   $17.890
Number accumulation units outstanding at 
end of period (in thousands)                      10,603    7,152     5,066

PCM U.S. GOVERNMENT AND HIGH QUALITY
FUND SUB-ACCOUNT
Accumulation unit value at beginning of period   $15.533  $16.277   $14.833 (c)
Accumulation unit value at end of period         $18.448  $15.533   $16.277 
Number accumulation units outstanding at 
end of period (in thousands)                       8,948    7,585     7,254

PCM MONEY MARKET  FUND SUB-ACCOUNT
Accumulation unit value at beginning of period   $ 1.325  $ 1.294   $ 1.277 (c)
Accumulation unit value at end of period         $ 1.379  $ 1.325   $ 1.294
Number accumulation units outstanding at 
end of period (in thousands)                      66,283   38,819    12,916

PCM GLOBAL GROWTH FUND SUB-ACCOUNT
Accumulation unit value at beginning of period   $13.119  $13.432   $10.289 (c)
Accumulation unit value at end of period         $14.963  $13.119   $13.432
Number accumulation units outstanding at 
end of period (in thousands)                      25,154   20,285     8,312

PCM UTILITIES GROWTH AND INCOME FUND SUB-ACCOUNT
Accumulation unit value at beginning of period   $10.889  $11.876   $10.618 (c)
Accumulation unit value at end of period         $14.075  $10.889   $11.876
Number accumulation units outstanding at 
end of (in thousands)                             14,307   11,859    11,003

PCM DIVERSIFIED INCOME FUND SUB-ACCOUNT
Accumulation unit value at end of period         $ 9.622  $10.188   $10.000 (b)
Accumulation unit value at end of period         $11.302  $ 9.622   $10.188
Number accumulation units outstanding at
end of period (in thousands)                      11,006    8,609     4,428

PCM NEW OPPORTUNITIES FUND SUB-ACCOUNT
Accumulation unit value at beginning of period   $10.718  $10.000 (d)
Accumulation unit value at end of period         $15.312  $10.718
Number accumulation units outstanding at
end of period (in thousands)                      16,971    2,699

PCM ASIA PACIFIC GROWTH FUND SUB-ACCOUNT
Accumulation unit value at beginning of period   $10.000 (a)
Accumulation unit value at end of period         $10.135
Number accumulation units outstanding at 
end of period (in thousands)                       1,292

(a) Inception date May  1, 1995.
(b) Inception date September 15, 1993.
(c) Inception date June 14, 1993.
(d) Inception date June 20, 1994.


<PAGE>

                                      12

                                    SUMMARY
                                        
WHAT IS THE CONTRACT AND HOW MAY I PURCHASE ONE?

The Contract offered is a tax deferred Variable Annuity Contract (see "Taxation
of Annuities in General," page __).  Generally, the Contract is purchased by
completing an application or an order to purchase a Contract and submitting it,
along with the initial Premium Payments, to ITT Hartford for its approval.  The
minimum initial Premium Payment is $1,000 with a minimum allocation to any Fund
of $500.  Certain plans may make smaller initial and subsequent periodic premium
payments.  Subsequent Premium Payments, if made, must be a minimum of $500. 
Generally, a Contract Owner may exercise his right to cancel the Contract within
10 days of delivery of the Contract by returning the Contract to ITT Hartford at
its home office.  If the Contract Owner exercises his right to cancel, ITT
Hartford will return either the Contract Value or the original Premium Payments
to the Contract Owner.  The duration of the right to cancel period and ITT
Hartford's obligation to either return the Contract Value or the original
Premium will depend on state law (See "Right to Cancel Period" page __.)
 
WHO MAY PURCHASE THE CONTRACT?

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

WHAT TYPES OF INVESTMENTS ARE AVAILABLE UNDER THE CONTRACT?

The underlying investments for the Contract are shares of Putnam Variable Trust,
an open-end series investment company with multiple portfolios ("the Funds") as
follows:  Putnam VT Asia Pacific Growth Fund,  Putnam VT Diversified Income
Fund, Putnam VT Global Asset Allocation Fund, Putnam VT Global Growth Fund,
Putnam VT Growth and Income Fund, Putnam VT High Yield Fund, Putnam VT
International Growth Fund, Putnam VT International Growth & Income Fund, Putnam
VT International New Opportunities Fund, Putnam VT Money Market Fund, Putnam VT
New Opportunities Fund, Putnam VT New Value Fund, Putnam VT U.S. Government and
High Quality Bond Fund, Putnam VT Utilities Growth and Income Fund, Putnam VT
Vista Fund, Putnam VT Voyager Fund, and such other Funds as shall be offered
from time to time, and the Fixed Account, or a combination of the Funds and the
Fixed Account. (See "The Funds" commencing on page __ and "The Fixed Account"
commencing on page __.)

WHAT ARE THE CHARGES UNDER THE CONTRACTS?

SALES EXPENSES

There is no deduction for sales expenses from Premium Payments when made. 
However, a contingent deferred sales charge may be assessed against Contract
Values when they are surrendered.  (See "Contingent Deferred Sales Charges"
commencing on page __.)

<PAGE>


                                      13

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

                                 Length of Time
                Charge         from Premium Payment
                ------         --------------------
                                (Number of Years)

                  6%                     1
                  6%                     2
                  5%                     3
                  5%                     4
                  4%                     5
                  3%                     6
                  2%                     7
                  0%                  8 or more

No contingent deferred sales charge will be assessed in the event of death of
the Annuitant or Contract Owner, or upon the exercise of the withdrawal
privilege or if Contract Values are applied to an Annuity option provided for
under the Contract (except that a surrender out of Annuity Option Four will be
subject to a contingent deferred sales charge where applicable).  (See
"Contingent Deferred Sales Charges" commencing on page __.)

FREE WITHDRAWAL PRIVILEGE.

Withdrawals of up to 10% per Contract Year, on a noncumulative basis, of the
Premium Payments made to a Contract may be made without the imposition of the
contingent deferred sales charge during the first seven Contract Years.  (See
"Contingent Deferred Sales Charges" commencing on page __.)  Certain plans or
programs may have different withdrawal privileges.

MORTALITY AND EXPENSE RISKS

For assuming the mortality and expense risks under the Contract, ITT Hartford
will impose a 1.25% per annum charge against all Contract Values held in the
Sub-Accounts, (see "Mortality and Expense Risk Charge," page __).

<PAGE>

                                      14

ANNUAL ADMINISTRATION AND MAINTENANCE FEE

The Contract provides for administration and Contract maintenance charges.  For
administration, the charge is .15% per annum against all Contract Values held in
the Separate Account.  For Contract maintenance, the charge is $30 annually. 
(See "Administration and Maintenance Fees," page ___.)  Contracts with a
Contract Value of $50,000 or more at time of Contract Anniversary will not be
assessed this charge.

PREMIUM TAXES

A deduction will be made for Premium Taxes for Contracts sold in certain states.
(See "Premium Taxes," page __.)

CHARGES BY THE FUNDS

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

CAN I GET MY MONEY IF I NEED IT?

Subject to any applicable charges, the Contract may be surrendered, or portions
of the value of such Contract may be withdrawn, at any time prior to the Annuity
Commencement Date.  However, if less than $500 remains in a Contract as a result
of a withdrawal, ITT Hartford may terminate the Contract in its entirety.  (See
"Redemption/Surrender of a Contract," page __.)

DOES THE CONTRACT PAY ANY DEATH BENEFITS?

A Death Benefit is provided in the event of death of the Annuitant or Contract
Owner or Joint Contract Owner before Annuity payments have commenced. (See
"Death Benefit," page __.)

WHAT ARE THE AVAILABLE ANNUITY OPTIONS UNDER THE CONTRACT?

There are five available Annuity options under the Contract which are described
on page __.  The Annuity Commencement Date may not be deferred beyond the
Annuitant's 90th birthday except in certain states where the Annuity
Commencement Date may not be deferred beyond the Annuitant's 85th birthday.  If
a Contract Owner does not elect otherwise, the Contract Value less applicable
premium taxes will be applied on the Annuity Commencement Date under the second
option to provide a life annuity with 120 monthly payments certain.

DOES THE CONTRACT OWNER HAVE ANY VOTING RIGHTS UNDER THE CONTRACT?

Contract Owners will have the right to vote on matters affecting an underlying
Fund to the extent that proxies are solicited by such Fund.  If a Contract Owner
does not vote, ITT Hartford shall vote such interests in the same proportion as
shares of the Fund for which instructions have been received by ITT Hartford. 
(See "Voting Rights," page __.)

<PAGE>

                                      15
                                        
                                        
                         PERFORMANCE RELATED INFORMATION
                                        
The Separate Account may advertise certain performance related information
concerning its Sub-Accounts.  Performance information about a Sub-Account is
based on the Sub-Account's past performance only and is no indication of future
performance.

PCM Asia Pacific Growth Fund,  PCM Diversified Income Fund, PCM Global Asset 
Allocation Fund, PCM Global Growth Fund, PCM Growth and Income Fund, PCM High 
Yield Fund, PCM International Growth Fund, PCM International Growth & Income 
Fund, PCM International New Opportunities Fund, PCM Money Market Fund, PCM 
New Opportunities Fund, PCM New Value Fund, PCM U.S. Government and High 
Quality Bond Fund, PCM Utilities Growth and Income Fund, PCM Vista Fund, and 
PCM Voyager Fund Sub-Accounts may include total return in advertisements or 
other sales material.

When a Sub-Account advertises its total return, it will usually be calculated
for one year, five years, and ten years or some other relevant periods if the
Sub-Account has not been in existence for at least ten years.  Total return is
measured by comparing the value of an investment in the Sub-Account at the
beginning of the relevant period to the value of the investment at the end of
the period (assuming the deduction of any contingent deferred sales charge which
would be payable if the investment were redeemed at the end of the period).

PCM Diversified Income Fund, PCM Growth and Income Fund, PCM International
Growth and Income Fund, PCM High Yield Fund and PCM U.S. Government and High
Quality Bond Fund Sub-Accounts may advertise yield in addition to total return. 
The yield will be computed in the following manner:  The net investment income
per unit earned during a recent one month period is divided by the unit value on
the last day of the period.  This figure reflects the recurring charges at the
Separate Account level including the Annual Maintenance Fee.

PCM Money Market Fund Sub-Account may advertise yield and effective yield.  The
yield of a Sub-Account is based upon the income earned by the Sub-Account over a
seven-day period and then annualized, i.e. the income earned in the period is
assumed to be earned every seven days over a 52-week period and stated as a
percentage of the investment.  Effective yield is calculated similarly but when
annualized, the income earned by the investment is assumed to be reinvested in
Sub-Account units and thus compounded in the course of a 52-week period.  Yield
reflects the recurring charges at the Separate Account level including the
Annual Maintenance Fee.

Total return at the Separate Account level includes all Contract charges:  sales
charges, mortality and expense risk charges, and the Annual Maintenance Fee, and
is therefore lower than total return at the Fund level, with no comparable
charges.  Likewise, yield at the Separate Account level includes all recurring
charges (except sales charges), and is therefore lower than yield at the Fund
level, with no comparable charges.

<PAGE>

                                      16

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


                                   INTRODUCTION
                                        
This Prospectus has been designed to provide you with the necessary 
information to make a decision on purchasing a tax deferred Variable Annuity 
Contract offered by ITT Hartford and funded by the Fixed Account and/or a 
series of the Separate Account.  Please read the Glossary of Special Terms on 
pages __ and  __  prior to reading this Prospectus to familiarize yourself 
with the terms being used.

                                   THE CONTRACT
                                        
The Putnam Capital Manager Plan is a tax deferred Variable Annuity Contract. 
Payments for the Contract will be held in the Fixed Account and/or a series 
of the Separate Account.  Initially there are no deductions from your Premium 
Payments (except for Premium Taxes, if applicable) so your entire Premium 
Payment is put to work in the investment Sub-Account(s) of your choice or the 
Fixed Account.  Each Sub-Account invests in a different underlying Fund with 
its own distinct investment objectives.  You pick the Sub-Account(s) with the 
investment objectives that meet your needs.  You may select one or more 
Sub-Accounts and/or the Fixed Account and determine the percentage of your 
Premium Payment that is put into a Sub-Account or the Fixed Account.  You may 
also transfer assets among the Sub-Accounts and the Fixed Account so that 
your investment program meets your specific needs over time.  There are 
minimum requirements for investing in each Sub-Account and the Fixed Account 
which are described later in this Prospectus.  In addition, there are certain 
other limitations on withdrawals and transfers of amounts in the Sub-Accounts 
and the Fixed Account as described in this prospectus.  See "Charges Under 
the Contract" for a description of the charges for redeeming a Contract and 
other charges made under the Contract.

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


<PAGE>

                                      17

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

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

When an Annuity is effected under a Contract, unless otherwise specified, 
Contract Values held in the Sub-Accounts will be applied to provide a 
Variable Annuity based on the pro rata amount in the various Sub-Accounts.  
Fixed Account Contract Values will be applied to provide a Fixed Annuity.  
Variable Annuity payments will vary in accordance with the investment 
performance of the Sub-Accounts you have selected.  The Contract allows the 
Contract Owner to change the Sub-Accounts on which variable payments are 
based after payments have commenced once every three (3) months.  Any Fixed 
Annuity allocation may not be changed.

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


RIGHT TO CANCEL PERIOD

If you are not satisfied with your purchase you may surrender the Contract by
returning it within ten days (or longer in some states) after you receive it.  A
written request for cancellation must accompany the Contract.  In such event,
ITT Hartford will, without deduction for any charges normally assessed
thereunder, pay you an amount equal to the Contract Value on the date of receipt
of the request for cancellation. You bear the investment risk during the period
prior to the Company's receipt of request for cancellation.  ITT Hartford will
refund the premium paid only for individual retirement annuities (if returned
within seven days of receipt) and in those states where required by law.


<PAGE>

                                      18


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

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

Your investment in the Separate Account is allocated to one or more 
Sub-Accounts as per your specifications.  Each Sub-Account is invested 
exclusively in the shares of one underlying Fund.  Net Premium Payments and 
proceeds of transfers between Funds are applied to purchase shares in the 
appropriate Fund at net asset value determined as of the end of the Valuation 
Period during which the payments were received or the transfer made.  All 
distributions from the Funds are reinvested at net asset value.  The value of 
your investment will therefore vary in accordance with the net income and the 
market value of the portfolios of the underlying Fund(s).  During the 
Variable Annuity payout period, both your Annuity payments and reserve values 
will vary in accordance with these factors.

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

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

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


<PAGE>

                                      19

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

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

Currently, ITT Hartford guarantees that it will credit interest at a rate of 
not less than 3% per year, compounded annually, to amounts allocated to the 
Fixed Account under the Contracts.  However, ITT Hartford reserves the right 
to change the rate according to state insurance law.  ITT Hartford may credit 
interest at a rate in excess of 3% per year; however, ITT Hartford is not 
obligated to credit any interest in excess of 3% per year.  There is no 
specific formula for the determination of excess interest credits.  Some of 
the factors that the Company may consider in determining whether to credit 
excess interest to amounts allocated to the Fixed Account and amount thereof, 
are general economic trends, rates of return currently available and 
anticipated on the Company's investments, regulatory and tax requirements and 
competitive factors.  ANY INTEREST CREDITED TO AMOUNTS ALLOCATED TO THE FIXED 
ACCOUNT IN EXCESS OF 3% PER YEAR WILL BE DETERMINED IN THE SOLE DISCRETION OF 
THE COMPANY.  THE OWNER ASSUMES THE RISK THAT INTEREST CREDITED TO FIXED 
ACCOUNT ALLOCATIONS MAY NOT EXCEED THE MINIMUM GUARANTEE OF 3% FOR ANY GIVEN 
YEAR.


                                   THE COMPANY
                                        
ITT Hartford Life and Annuity Insurance Company ("ITT Hartford"), formerly ITT
Life Insurance Corporation, was originally incorporated under the laws of
Wisconsin on January 9, 1956.  ITT Hartford was redomiciled to Connecticut on
May 1, 1996.  It is a stock life insurance company engaged in the business of
writing both individual and group life insurance and annuities in all states
including the District of Columbia, except New York.  The offices of ITT
Hartford are located in Minneapolis, Minnesota; however, its mailing address is
P.O. Box 2999, Hartford, Connecticut 06104-2999.


<PAGE>

                                      20


ITT Hartford is a wholly owned subsidiary of Hartford Life Insurance Company. 
ITT Hartford is ultimately 100% owned by Hartford Fire Insurance Company, one of
the largest multiple lines insurance carriers in the United States. On December
20, 1995, Hartford Fire Insurance Company became an independent, publicly traded
corporation. 

ITT Hartford is rated A+ (superior) by A.M. Best and Company, Inc. on the basis
of its financial soundness and operating performance.  ITT Hartford is rated AA
by Standard & Poor's and AA+ by Duff and Phelps on the basis of its claims
paying ability.  These ratings do not apply to the investment performance of the
Sub-Accounts of the Separate Account. The ratings apply to ITT Hartford's
ability to meet its insurance obligations, including those under the Contract.

                                     THE FUNDS
                                        
The underlying investments for the Contracts are shares of Putnam Variable
Trust, an open-end series investment company with multiple portfolios ("Funds").
The underlying Funds corresponding to each Sub-Account and their investment
objectives are described below.  ITT Hartford reserves the right, subject to
compliance with the law, to offer additional funds with differing investment
objectives.  The Funds may not be available in all states.

PUTNAM VT ASIA PACIFIC GROWTH FUND

Seeks capital appreciation by investing primarily in securities of companies
located in Asia and in the Pacific Basin.
 
PUTNAM VT DIVERSIFIED INCOME FUND

Seeks high current income consistent with capital preservation by investing in
the following three sectors of the fixed income securities markets:  U.S.
Government Sector, High Yield Sector (which invests primarily in what are
commonly referred to as "junk bonds"), and International Sector.  See the
special considerations for investments in high yield securities described in the
Fund prospectus.

PUTNAM VT GLOBAL ASSET ALLOCATION FUND

Seeks a high level of long-term total return consistent with preservation of
capital by investing in U.S. equities, international equities, U.S. fixed income
securities, and international fixed income securities.

PUTNAM VT GLOBAL GROWTH FUND

Seeks capital appreciation through a globally diversified common stock
portfolio.


<PAGE>

                                      21

PUTNAM VT GROWTH AND INCOME FUND

Seeks capital growth and current income by investing primarily in common 
stocks that offer potential for capital growth, current income, or both.

PUTNAM VT HIGH YIELD FUND

Seeks high current income by investing primarily in high-yielding, 
lower-rated fixed income securities (commonly referred to as "junk bonds"), 
constituting a diversified portfolio which  Putnam Investment Management, 
Inc. ("Putnam Management") believes does not involve undue risk to income or 
principal. Capital growth is a secondary objective when consistent with high 
current income.  See the special considerations for investments in high yield 
securities described in the Fund prospectus.

PUTNAM VT INTERNATIONAL GROWTH FUND

Seeks capital appreciation by investing primarily equity securities of 
companies located in a country other than the United States.

PUTNAM VT INTERNATIONAL GROWTH AND INCOME FUND

Seeks capital growth, with current income as a secondary objective, by 
investing primarily in common stocks with potential for capital growth 
principally traded on markets outside the United States.

PUTNAM VT INTERNATIONAL NEW OPPORTUNITIES FUND

Seeks long term capital appreciation by investing principally in equity 
securities of companies in sectors of economies outside of the United States 
which Putnam Management believes possess above-average growth potential.

PUTNAM VT MONEY MARKET FUND

Seeks to achieve as high a level of current income as Putnam Management 
believes is consistent with preservation of capital and maintenance of 
liquidity by investing in high-quality money market instruments.

PUTNAM VT NEW OPPORTUNITIES FUND

Seeks long-term capital appreciation by investing principally in common 
stocks of companies in sectors of the economy which Putnam Management 
believes possess above-average long-term growth potential.

<PAGE>

                                      22


PUTNAM VT NEW VALUE FUND

Seeks long-term capital appreciation by investing primarily in common stocks 
that Putnam Management believes are undervalued at the time of purchase and 
have the potential for long-term capital appreciation.

PUTNAM VT U.S. GOVERNMENT AND HIGH QUALITY BOND FUND

Seeks current income consistent with preservation of capital by investing 
primarily in securities issued or guaranteed as to principal and interest by 
the U.S. Government or by its agencies or instrumentalities and in other debt 
obligations rated at least A by Standard & Poor's or Moody's or, if not 
rated, determined by Putnam Management to be of comparable quality.

PUTNAM VT UTILITIES GROWTH AND INCOME FUND

Seeks capital growth and current income by concentrating its investments in 
securities issued by companies in the public utilities industries.

PUTNAM VT VISTA FUND

Seeks capital appreciation by investing in a diversified portfolio of common 
stocks which have the potential for above-average capital appreciation.

PUTNAM VT VOYAGER FUND

Aggressively seeks capital appreciation primarily from a portfolio of common 
stocks of companies that which Putnam Management believes have potential for 
capital appreciation which is significantly greater than that of market 
averages.

Putnam VT Asia Pacific Growth Fund,  Putnam VT Diversified Income Fund, 
Putnam VT Global Growth Fund, Putnam VT Growth and Income Fund, Putnam VT 
High Yield Fund, Putnam VT International Growth Fund, Putnam VT International 
Growth and Income Fund, Putnam VT International New Opportunities Fund, 
Putnam VT Money Market Fund, Putnam VT New Opportunities Fund, Putnam VT 
Utilities Growth and Income Fund, Putnam VT Vista Fund,  and Putnam VT 
Voyager Fund are generally managed in styles similar to other open-end 
investment companies which are managed by Putnam Management and whose shares 
are generally offered to the public.  These other Putnam funds may, however, 
employ different investment practices and may invest in securities different 
from those in which their counterpart Funds invest, and consequently will not 
have identical portfolios or experience identical investment results.


<PAGE>

                                      23

The Funds are available only to serve as the underlying investment for 
variable annuity and variable life Contracts.  A full description of the 
Funds, their investment objectives, policies and restrictions, risks, charges 
and expenses and other aspects of their operation are contained in the 
accompanying Trust prospectus which should be read in conjunction with this 
prospectus before investing, and in the Trust Statement of Additional 
Information which may be ordered without charge from Putnam Investor 
Services, Inc.

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

Putnam Management, One Post Office Square, Boston, Massachusetts, 02109, 
serves as the investment manager for the Funds.  An affiliate, The Putnam 
Advisory Company, Inc., manages domestic and foreign institutional accounts 
and mutual funds.  Another affiliate , Putnam Fiduciary Trust Company, 
provides investment advice to institutional clients under its banking and 
fiduciary policies. Putnam Management and its affiliates are wholly-owned 
subsidiaries of Marsh & McLennan Companies, Inc., a publicly owned holding 
company whose principal businesses are international insurance brokerage and 
employee benefit consulting.

Subject to the general oversight of the Trustees of the Trust, Putnam 
Management manages the Funds' portfolios in accordance with their stated 
investment objectives and policies, makes investment decisions for the Funds, 
places orders to purchase and sell securities on behalf of the Funds, and 
administers the affairs of the Funds.  For its services, the Funds pay Putnam 
Management a quarterly fee.  See the accompanying Trust prospectus for a more 
complete description of Putnam Management and the respective fees of the 
Funds.

                  OPERATION OF THE CONTRACT/ACCUMULATION PERIOD
                                        
PREMIUM PAYMENTS

The balance of each initial Premium Payment remaining after the deduction of 
any applicable Premium Tax is credited to your Contract within two business 
days of receipt of a properly completed application or an order to purchase a 
Contract and the initial Premium Payment by ITT Hartford at its Home Office, 
P.O. Box 5085, Hartford, CT  06102-5085.  It will be credited to the 
Sub-Account(s) and/or the Fixed Account in accordance with your election.  If 
the application or other information is incomplete when received, the balance 
of each initial Premium Payment, after deduction of any applicable Premium 
Tax, will be credited to the Sub-Account(s) or the Fixed Account within five 
business days of receipt or the entire Premium Payment will be immediately 
returned unless you have been informed of the delay and request that the 
Premium Payment not be returned.


<PAGE>

                                      24


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

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

The minimum initial Premium Payment is $1,000.  Subsequent Premium Payments, 
if made, must be a minimum of $500.  Certain plans may make smaller initial 
and subsequent periodic payments.  Each Premium Payment may be split among 
the various Sub-Accounts and the Fixed Account subject to minimum amounts 
then in effect.

VALUE OF ACCUMULATION UNITS

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

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

VALUE OF THE FIXED ACCOUNT

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

<PAGE>

                                      25


VALUE OF THE CONTRACT

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

TRANSFERS AMONG SUB-ACCOUNTS

You may transfer the values of your Sub-Account allocations from one or more 
Sub-Accounts to another free of charge.  However, ITT Hartford reserves the 
right to limit the number of transfers to twelve (12) per Contract Year, with 
no two (2) transfers occurring on consecutive Valuation Days. Transfers by 
telephone may be made by calling (800) 521-0538.  Telephone transfers may not 
be permitted by some states for their residents who purchase variable 
annuities.  

The policy of  ITT Hartford and its agents and affiliates is that they will 
not be responsible for losses resulting from acting upon telephone requests 
reasonably believed to be genuine.  ITT Hartford will employ reasonable 
procedures to confirm that instructions communicated by telephone are 
genuine; otherwise, ITT Hartford may be liable for any losses due to 
unauthorized or fraudulent instructions.  The procedures ITT Hartford follows 
for transactions initiated by telephone include requirements that callers 
provide certain information for identification purposes.  All transfer 
instructions by telephone are tape recorded.

ITT Hartford may permit the Contract Owner to preauthorize transfers among 
Sub-Accounts and between the Sub-Accounts and the Fixed Account under certain 
circumstances.  Transfers between the Sub-Accounts may be made both before 
and after Annuity payments commence (limited to once a quarter) provided that 
the minimum allocation to any Sub-Account may not be less than $500.  No 
minimum balance is presently required in any Sub-Account.

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


<PAGE>

                                      26


TRANSFERS BETWEEN THE FIXED ACCOUNT AND THE SUB-ACCOUNTS

Subject to the restrictions set forth above, transfers from the Fixed Account 
into a Sub-Account may be made at any time during the Contract Year.  The 
maximum amount which may be transferred from the Fixed Account during any 
Contract Year is the greater of 30% of the Fixed Account balance as of the 
last Contract Anniversary or the greatest amount of any prior transfer from 
the Fixed Account.  If ITT Hartford permits preauthorized transfers from the 
Fixed Account to the Sub-Accounts, this restriction is inapplicable.  
However, if any interest rate is renewed at a rate at least one percentage 
point less than the previous rate, the Contract Owner may elect to transfer 
up to 100% of the funds receiving the reduced rate within sixty days of 
notification of the interest rate decrease.  Generally, transfers may not be 
made from any Sub-Account into the Fixed Account for the six-month period 
following any transfer from the Fixed Account into one or more of the 
Sub-Accounts.  ITT Hartford reserves the right to defer transfers from the 
Fixed Account for up to six months from the date of request.

REDEMPTION/SURRENDER OF A CONTRACT

At any time prior to the Annuity Commencement Date, you have the right, 
subject to any IRS provisions applicable thereto, to surrender the value of 
the Contract in whole or in part.  Under any of the Annuity options excluding 
Options 4 and 5, no surrenders are permitted after Annuity payments commence. 
Only full surrenders are allowed out of Option 4 and any such surrender 
will be subject to contingent deferred sales charges, if applicable.  Full or 
partial withdrawals may be made from Option 5 at any time and contingent 
deferred sales charges will not be applied.

FULL SURRENDERS.  At any time prior to the Annuity Commencement Date (and 
after the Annuity Commencement Date with respect to values applied to Option 
4), the Contract Owner has the right to terminate the Contract.  In such 
event, the Termination Value of the Contract may be taken in the form of a 
lump sum cash settlement.  The Termination Value of the Contract is equal to 
the Contract Value less any applicable Premium Taxes, the Annual Maintenance 
Fee, if applicable, and any applicable contingent deferred sales charges.  
The Termination Value may be more or less than the amount of the Premium 
Payments made to a Contract.

PARTIAL SURRENDERS.  The Contract Owner may make a partial surrender of 
Contract Values at any time prior to the Annuity Commencement Date so long as 
the amount surrendered is at least equal to the minimum amount rules then in 
effect. Additionally, if the remaining Contract Value following a surrender 
is less than $500 (and, for Texas Contracts, there were no Premium Payments 
made during the preceding two Contract Years), ITT Hartford may terminate the 
Contract and pay the Termination Value.

Certain plans or programs may have different withdrawal privileges.  ITT 
Hartford may permit the Contract Owner to preauthorize partial surrenders 
subject to certain limitations then in effect.  

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

<PAGE>

                                      27

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

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

ANY SUCH FULL OR PARTIAL SURRENDER DESCRIBED ABOVE MAY RESULT IN ADVERSE TAX 
CONSEQUENCES TO THE CONTRACT OWNER.  THE CONTRACT OWNER, THEREFORE, SHOULD 
CONSULT WITH HIS TAX ADVISER BEFORE UNDERTAKING ANY SUCH SURRENDER.  (SEE 
"FEDERAL TAX CONSIDERATIONS" COMMENCING ON PAGE __.)

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

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

<PAGE>

                                      28

GUARANTEED DEATH BENEFIT - If the Annuitant dies before the Annuity 
Commencement Date and there is no designated Contingent Annuitant surviving, 
or if the Contract Owner dies before the Annuity Commencement Date, the 
Beneficiary will receive the greatest of (a) the Contract Value determined as 
of the day written proof of death of such person is received by ITT Hartford, 
or (b) 100% of the total Premium Payments made to such Contract, reduced by 
any prior surrenders, or (c) the Maximum Anniversary Value immediately 
preceding the date of death. The Maximum Anniversary Value is equal to the 
greatest Anniversary Value attained from the following:

As of the date of receipt of due proof of death, the Company will calculate 
an Anniversary Value for each Contract Anniversary prior to the deceased's 
attained age 81.  The Anniversary Value is equal to the Contract Value on 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.

If the Annuitant or Contract Owner, as applicable, dies after the Annuity 
Commencement Date, then the Death Benefit will equal the present value of any 
remaining payments under the elected Annuity Option.

PAYMENT OF DEATH BENEFIT - Death Benefit proceeds will remain invested in the 
Separate Account in accordance with the allocation instructions given by the 
Contract Owner until the proceeds are paid or ITT Hartford receives new 
instructions from the Beneficiary.  The Death Benefit may be taken in one 
sum, payable within 7 days after the date Due Proof of Death is received, or 
under any of the settlement options then being offered by the Company 
provided, however, that:  (a) in the event of the death of any Contract Owner 
prior to the Annuity Commencement Date, the entire interest in the Contract 
will be distributed within 5 years after the death of the Contract Owner, and 
(b) in the event of the death of any Contract Owner or Annuitant which occurs 
on or after the Annuity Commencement Date, any remaining interest in the 
Contract will be paid at least as rapidly as under the method of distribution 
in effect at the time of death, or, if the benefit is payable over a period 
not extending beyond the life expectancy of the Beneficiary or over the life 
of the Beneficiary, such distribution must commence within one year of the 
date of death. The proceeds due on the death may be applied to provide 
variable payments, fixed payments, or a combination of variable and fixed 
payments.  However, in the event of the Contract Owner's death where the sole 
Beneficiary is the spouse of the Contract Owner and the Annuitant or 
Contingent Annuitant is living, such spouse may elect, in lieu of receiving 
the death benefit, to be treated as the Contract Owner. The Contract Value 
and the Maximum Anniversary Value of Contract will be unaffected by treating 
the spouse as the Contract Owner.

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


<PAGE>

                                      29

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

GROUP UNALLOCATED CONTRACTS - For Group Unallocated Contracts ITT Hartford
requires that detailed accounting of cumulative purchase payments, cumulative
gross surrenders, and current Contract Value attached to each Plan Participant
be submitted on an annual basis by the Contract Owner.  Failure to submit
accurate data satisfactory to ITT Hartford will give ITT Hartford the right to
terminate this extension of benefits.

                            CHARGES UNDER THE CONTRACT
                                        
CONTINGENT DEFERRED SALES CHARGES

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

The length of time from receipt of a Premium Payment to the time of surrender
determines the contingent deferred sales charge.  Premium payments will be
deemed to be surrendered in the order in which they were received.  

DURING THE FIRST SEVEN CONTRACT YEARS

During the first seven Contract Years, all surrenders will be first from 
Premium Payments and then from other Contract Values.  If an amount equal to 
all premium payments has been surrendered, a contingent deferred sales charge 
will not be assessed against the surrender of the remaining Contract Value.

AFTER THE SEVENTH CONTRACT YEAR

After the seventh Contract Year, all surrenders will first be from earnings 
and then from premium payments.  A contingent deferred sales charge will not 
be assessed against the surrender of earnings.  If an amount equal to all 
earnings has been surrendered, a contingent deferred sales charge will not be 
assessed against premium payments received more than seven years prior to 
surrender, but will be assessed against premium payments received less than 
seven years prior to surrender.


<PAGE>

                                      30

The charge is a percentage of the amount withdrawn (not to exceed the 
aggregate amount of the Premium Payments made) and equals:

         Charge                Length of Time From Premium Payment
         ------                -----------------------------------
                                       (Number of Years)
           6%                                 1
           6%                                 2
           5%                                 3
           5%                                 4
           4%                                 5
           3%                                 6
           2%                                 7
           0%                             8 or more

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

During the first seven Contract Years, on a non-cumulative basis, a Contract 
Owner may make a partial surrender of Contract Values of up to 10% of the 
aggregate Premium Payments made to the Contract (as determined on the date of 
the requested withdrawal) without the application of the contingent deferred 
sales charge.  After the seventh Contract Year, the Contract Owner may make a 
partial surrender of 10% of premium payments made during the seven years 
prior to the surrender and 100% of the Contract Value less the premium 
payments made during the seven years prior to the surrender.  The amounts not 
subject to sales charges are known as the Annual Withdrawal Amount.   The 
Annual Withdrawal Amount is the amount which can be withdrawn in any Contract 
Year prior to incurring surrender charges.  An Extended Withdrawal Privilege 
rider allows an Annuitant who attains age 70 1/2 under a Qualified Plan to 
withdraw an amount in excess of the Annual Withdrawal Amount to comply with 
IRS minimum distribution rules.

The contingent deferred sales charges which cover expenses relating to the 
sale and distribution of the Contracts may be reduced for certain sales of 
the Contracts under circumstances which may result in savings of such sales 
and distribution expenses.  Therefore, the contingent deferred sales charges 
may be reduced if the Contracts are sold to certain employee and professional 
groups. In addition, there may be other circumstances of which ITT Hartford 
is not presently aware which could result in reduced sales or distribution 
expenses. Reductions in these charges will not be unfairly discriminatory 
against any Contract Owner.

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


<PAGE>

                                      31


MORTALITY AND EXPENSE RISK CHARGE

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

For assuming these risks under the Contracts, ITT Hartford will make a daily 
charge at the rate of 1.25% per annum against all Contract Values held in the 
Sub-Accounts during the life of the Contract, including the payout period, 
(estimated at .90% for mortality and .35% for expense).

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

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

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

ADMINISTRATION AND MAINTENANCE FEES

ITT Hartford will deduct certain fees from Contract Values to reimburse it 
for expenses relating to the administration and maintenance of the Contract 
and the Fixed Account.  For Contract maintenance, ITT Hartford will deduct an 
Annual Maintenance Fee of $30 on each Contract Anniversary on or before the 
Annuity Commencement Date.  The deduction will be made pro rata according to 
the value in each Sub-Account and the Fixed Account under a Contract.  If 
during a Contract Year the Contract is surrendered for its full value, ITT 
Hartford will deduct the Annual Maintenance Fee at the time of such 
surrender.  For administration, ITT Hartford makes

<PAGE>

                                      32


a daily charge at the rate of .15% per annum against all Contract Values held 
in the Separate Account during both the accumulation and annuity phases of 
the Contract.  There is not necessarily a relationship between the amount of 
administrative charge imposed on a given Contract and the amount of expenses 
that may be attributable to that Contract; expenses may be more or less than 
the charge.

The types of expenses incurred by the Separate Account include, but are not
limited to, expenses of issuing the Contract and expenses for confirmations,
Contract quarterly statements, processing of transfers and surrenders,
responding to Contract Owner inquiries, reconciling and depositing cash
receipts, calculation and monitoring daily Sub-Account unit values, Separate
Account reporting, including semi-annual and annual reports and mailing and
tabulation of shareholder proxy solicitations.

You should refer to the Trust prospectus for a description of deductions and 
expenses paid out of the assets of the Trust's portfolios.

PREMIUM TAXES

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


                                ANNUITY BENEFITS

You select an Annuity Commencement Date and an Annuity option which may be on 
a fixed or variable basis, or a combination thereof.  The Annuity 
Commencement Date will not be deferred beyond the Annuitant's 90th birthday 
except for certain states where deferral past age 85 is not permitted.  The 
Annuity Commencement Date and/or the Annuity option may be changed from time 
to time, but any change must be at least 30 days prior to the date on which 
Annuity payments are scheduled to begin.  The Contract allows the Contract 
Owner to change the Sub-Accounts on which variable payments are based after 
payments have commenced once every three (3) months.  Any Fixed Annuity 
allocation may not be changed.

ANNUITY OPTIONS

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


<PAGE>

                                      33


the mortality table then in use by ITT Hartford.  With respect to 
Non-Qualified Contracts, if you do not elect otherwise, payments in most 
states will automatically begin at the Annuitant's age 90 (with the exception 
of states that do not allow deferral past age 85) under Option 2 with 120 
monthly payments certain.  For Qualified Contracts and Contracts issued in 
Texas, if you do not elect otherwise, payments will begin automatically at 
the Annuitant's age 90 under Option 1 to provide a life Annuity.

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

Option 1:  Life Annuity

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

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

Option 2:  Life Annuity with 120, 180 or 240 Monthly Payments Certain

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

Option 3:  Joint and Last Survivor Annuity

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

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


<PAGE>

                                      34


Option 4:  Payments for a Designated Period

An amount payable monthly for the number of years selected which may be from 
5 to 30 years.  Under this option, you may, at any time, surrender the 
Contract and receive, within seven days, the Termination Value of the 
Contract as determined by ITT Hartford.

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

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

Option 5:  Death Benefit Remaining with ITT Hartford

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

ITT Hartford may offer other annuity options from time to time.

THE ANNUITY UNIT AND VALUATION

The value of the Annuity Unit for each Sub-Account in the Separate Account 
for any day is determined by multiplying the value for the preceding day by 
the product of (1) the net investment factor (see "Valuation of Accumulation 
Units," commencing on page     ) for the day for which the Annuity Unit value 
is being calculated and (2) a factor to neutralize the assumed investment 
rate of 5.00% per annum discussed below.

DETERMINATION OF PAYMENT AMOUNT

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


<PAGE>

                                      35

The Contract contains tables indicating the minimum dollar amount of the 
first monthly payment under the optional forms of Annuity for each $1,000 of 
value of a Sub-Account under a Contract.  The first monthly payment varies 
according to the form and type of Annuity selected.  The Contract contains 
Annuity tables derived from the 1983a Individual Annuity Mortality Table with 
ages set back one year and with an assumed investment rate ("A.I.R.") of 3% 
per annum for the Fixed Annuity and 5% per annum for the Variable Annuity.  

The total first monthly Variable Annuity payment is determined by multiplying 
the value (expressed in thousands of dollars) of a Sub-Account (less any 
applicable Premium Taxes) by the amount of the first monthly payment per 
$1,000 of value obtained from the tables in the Contracts.

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

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

THE A.I.R. ASSUMED IN THE MORTALITY TABLES WOULD PRODUCE LEVEL VARIABLE 
ANNUITY PAYMENTS IF THE INVESTMENT RATE REMAINED CONSTANT.  IN FACT, PAYMENTS 
WILL VARY UP OR DOWN AS THE INVESTMENT RATE VARIES UP OR DOWN FROM THE A.I.R. 
 

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


                           FEDERAL TAX CONSIDERATIONS

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

A.   GENERAL

SINCE THE TAX LAW IS COMPLEX AND SINCE TAX CONSEQUENCES WILL VARY ACCORDING 
TO THE ACTUAL STATUS OF THE CONTRACT OWNER INVOLVED AND THE TYPE OF PLAN 
UNDER WHICH THE CONTRACT IS PURCHASED, LEGAL AND TAX ADVICE MAY BE NEEDED BY 
A PERSON, TRUSTEE OR OTHER ENTITY CONTEMPLATING THE PURCHASE OF A CONTRACT 
DESCRIBED HEREIN.


<PAGE>

                                      36


It should be understood that any detailed description of the Federal income 
tax consequences regarding the purchase of these Contracts cannot be made in 
this Prospectus and that special tax rules may be applicable with respect to 
certain purchase situations not discussed herein.  In addition, no attempt is 
made here to consider any applicable state or other tax laws.  For detailed 
information, a qualified tax adviser should always be consulted.  The 
discussion here and in Appendix I, commencing on page __, is based on ITT 
Hartford's understanding of current Federal income tax laws as they are 
currently interpreted.

B.   TAXATION OF ITT HARTFORD AND THE SEPARATE ACCOUNT

The Separate Account is taxed as part of ITT Hartford which is taxed as a 
life insurance company in accordance with the Internal Revenue Code (the 
"Code"). Accordingly, the Separate Account will not be taxed as a "regulated 
investment company" under subchapter M of Chapter 1 of the Code.  Investment 
income and any realized capital gains on the assets of the Separate Account 
are reinvested and are taken into account in determining the value of the 
Accumulation and Annuity Units (See "Value of Accumulation Units" commencing 
on page    ).  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 Internal Revenue Code governs the taxation of annuities in 
general.  

     1.   NON-NATURAL PERSONS, CORPORATIONS, ETC.  Section 72 contains
          provisions for Contract Owners which are non-natural persons.  Non-
          natural persons include corporations, trusts, and partnerships.  The
          annual net increase in the value of the Contract is currently
          includable in the gross income of a non-natural person unless the non-
          natural person holds the Contract as an agent for a natural person. 
          There is an exception 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 not an individual, the primary Annuitant
          shall be treated as the Contract Owner for purposes of making
          distributions which are required to be made upon the death of the
          Contract Owner.  If there is a change in the primary Annuitant, such
          change shall be treated as the death of the Contract Owner.

<PAGE>

                                      37

     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.

<PAGE>

                                      38

          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.   ITT Hartford believes that for any
               annuity subject to such aggregation, the values under the
               Contracts and the investment in the contracts will be added
               together to determine the taxation under subparagraph 2.a.,
               above, of amounts received or deemed received prior to the
               Annuity Commencement Date.  Withdrawals will first be treated as
               withdrawals of income until all of the income from all such
               Contracts is withdrawn.  As of the date of this Prospectus, there
               are no regulations interpreting this provision.

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

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


<PAGE>

                                      39


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

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

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

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

                    4.   A distribution that is part of a scheduled series of
                         substantially equal periodic payments for the life (or
                         life expectancy) of the recipient (or the joint lives
                         or life expectancies of the recipient and the
                         recipient's Beneficiary).

                    5.   Distributions of amounts which are allocable to the
                         "investment in the contract" prior to August 14, 1982
                         (see next subparagraph e.).

          e.   SPECIAL PROVISIONS AFFECTING CONTRACTS OBTAINED THROUGH A TAX-
               FREE EXCHANGE OF OTHER ANNUITY OR LIFE INSURANCE CONTRACTS
               PURCHASED 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


<PAGE>

                                      40

                    Subject to the alternative election or spouse beneficiary
                    provisions in ii. or iii. below:

                    1.   If any Contract Owner dies on or after the Annuity
                         Commencement Date and before the entire interest in the
                         Contract has been distributed, the remaining portion of
                         such interest shall be distributed at least as rapidly
                         as under the method of distribution being used as of
                         the date of such death;

                    2.   If any Contract Owner dies before the Annuity
                         Commencement Date, the entire interest in the Contract
                         will be distributed within 5 years after such death;
                         and

                    3.   If the Contract Owner is not an individual, then for
                         purposes of 1. or 2. above, the primary annuitant under
                         the Contract shall be treated as the Contract Owner,
                         and any change in the primary annuitant shall be
                         treated as the death of the Contract Owner.  The
                         primary annuitant is the individual, the events in the
                         life of whom are of primary importance in affecting the
                         timing or amount of the payout under the Contract.

               ii.  Alternative Election to Satisfy Distribution Requirements

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

               iii. Spouse Beneficiary

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

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

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


<PAGE>

                                      41


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

          ITT Hartford monitors the diversification of investments in the
          separate accounts and tests for diversification as required by the
          Code.  ITT Hartford intends to administer all contracts subject to the
          diversification requirements in a manner that will maintain adequate
          diversification.

     4.   OWNERSHIP OF THE ASSETS IN THE SEPARATE ACCOUNT.  In order for a
          variable annuity contract to qualify for tax deferral, assets in the
          segregated asset accounts supporting the variable contract must be
          considered to be owned by the insurance company and not by the
          variable contract owner.  The Internal Revenue Service ("IRS") has
          issued several rulings which discuss investor control.  The IRS has
          ruled that incidents of ownership by the contract owner, such as the
          ability to select and control investments in a separate account, will
          cause the contract owner to be treated as the owner of the assets for
          tax purposes.

          Further, in the explanation to the temporary Section 817
          diversification regulations, the Treasury Department noted that the
          temporary regulations "do not provide guidance concerning the
          circumstances in which investor control of the investments of a
          segregated asset account may cause the investor, rather than the
          insurance company, to be treated as the owner of the assets in the
          account." The explanation further indicates that "the temporary
          regulations provide that in appropriate cases a segregated asset
          account may include multiple sub-accounts, but do not specify the
          extent to which policyholders may direct their investments to
          particular sub-accounts without being treated as the owners of the
          underlying assets.  Guidance on this and other issues will be provided
          in regulations or revenue rulings under Section 817(d), relating to
          the definition of variable contract."  The final regulations issued
          under Section 817  did not provide guidance regarding investor
          control, and as of the date of this prospectus, no other such guidance
          has been issued.  Further, ITT Hartford does not know if or in what
          form such guidance will be issued.  In addition, although regulations
          are generally issued with prospective effect, it is possible that
          regulations may be issued with retroactive effect.  Due to the lack of
          specific guidance regarding the issue of investor control, there is
          necessarily some uncertainty regarding whether a Contract Owner could
          be considered the owner of the assets for tax purposes.  ITT Hartford
          reserves the right to modify the contracts, as necessary, to prevent
          Contract Owners from being considered the owners of the assets in the
          separate accounts.  


<PAGE>

                                      42

D.   FEDERAL INCOME TAX WITHHOLDING

The portion of a distribution which is taxable income to the recipient will be
subject to Federal income tax withholding, pursuant to Section 3405 of the Code.
The application of this provision is summarized below:

     1.   NON-PERIODIC DISTRIBUTIONS.  The portion of a non-periodic
          distribution which constitutes taxable income will be subject to
          Federal income tax withholding unless the recipient elects not to have
          taxes withheld.  If an election not to have taxes withheld is not
          provided, 10% of the taxable distribution will be withheld as Federal
          income tax.  Election forms will be provided at the time distributions
          are requested.  If the necessary election forms are not submitted to
          ITT Hartford, ITT Hartford will automatically withhold 10% of the
          taxable distribution.

     2.   PERIODIC DISTRIBUTIONS (DISTRIBUTIONS PAYABLE OVER A PERIOD GREATER
          THAN ONE YEAR).  The portion of a periodic distribution which
          constitutes taxable income will be subject to Federal income tax
          withholding as if the recipient were married claiming three
          exemptions.  A recipient may elect not to have income taxes withheld
          or have income taxes withheld at a different rate by providing a
          completed election form.  Election forms will be provided at the time
          distributions are requested.

E.   GENERAL PROVISIONS AFFECTING QUALIFIED RETIREMENT PLANS

The Contract may be used for a number of qualified retirement  plans.  If the
Contract is being purchased with respect to some form of qualified retirement
plan, please refer to Appendix I commencing on page __ 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 advisor regarding U.S.,
state, and foreign taxation with respect to an annuity purchase.

                                 GENERAL MATTERS
                                        
ASSIGNMENT

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


<PAGE>

                                      43

MODIFICATION

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

DELAY OF PAYMENTS

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

VOTING RIGHTS

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

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

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

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

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


<PAGE>

                                      44


In connection with the voting of Fund shares held by it, ITT Hartford will 
arrange for the handling and tallying of voting instructions received from 
Contract Owners.  ITT Hartford as such, shall have no right, except as 
hereinafter provided, to vote any Fund shares held by it hereunder which may 
be registered in its name or the names of its nominees.  ITT Hartford will, 
however, vote the Fund shares held by it in accordance with the instructions 
received from the Contract Owners for whose accounts the Fund shares are 
held. If a Contract Owner desires to attend any meeting at which shares held 
for the Contract Owner's benefit may be voted, the Contract Owner may request 
ITT Hartford to furnish a proxy or otherwise arrange for the exercise of 
voting rights with respect to the Fund shares held for such Contract Owner's 
account. In the event that the Contract Owner gives no instructions or leaves 
the manner of voting discretionary, ITT Hartford will vote such shares of the 
appropriate Fund in the same proportion as shares of that Fund for which 
instructions have been received.  During the Annuity period under a Contract 
the number of votes will decrease as the assets held to Fund Annuity benefits 
decrease.

DISTRIBUTION OF THE CONTRACTS

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

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

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

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

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

OTHER CONTRACTS OFFERED

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

CUSTODIAN OF SEPARATE ACCOUNT ASSETS

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


<PAGE>

                                      45

LEGAL PROCEEDINGS

There are no legal proceedings to which the Separate Account is a party or to 
which the assets of the Separate Account are subject.  ITT Hartford and 
Putnam Management are engaged in various matters of routine litigation which 
in their judgments are not of material importance in relation to their 
respective total assets.

LEGAL COUNSEL

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, Esquire, Associate General Counsel and Secretary, ITT Hartford Life 
Insurance Companies, P.O. Box 2999, Hartford, Connecticut 06104-2999.

EXPERTS

The financial statements and schedules incorporated by reference in this 
Prospectus and elsewhere in the registration statement have been audited by 
Arthur Andersen LLP, independent public accountants, as indicated in their 
reports with respect thereto, and are included herein in reliance on the 
authority of said firm as experts in accounting and auditing in giving said 
report.  Reference is made to said report of ITT Hartford Life and Annuity 
Insurance Company (the depositor), which includes an explanatory paragraph 
with respect to changing the valuation method in determining aggregate 
reserves for future benefits.  The principal business address of Arthur 
Andersen LLP is One Financial Plaza, Hartford, Connecticut 06103.
 
ADDITIONAL INFORMATION

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

  ITT Hartford Life and Annuity Insurance Company
  Attn:  Individual Annuity Services
  P.O. Box 5085
  Hartford, CT 06102-5085
  Telephone:  (800) 521-0538


<PAGE>

                                      46

                                   APPENDIX I
                                        
                    INFORMATION REGARDING TAX-QUALIFIED PLANS
                                        

     The tax rules applicable to tax qualified contract owners, including
     restrictions on contributions and distributions, taxation of distributions
     and tax penalties, vary according to the type of plan as well as the terms
     and conditions of the plan itself.  Various tax penalties may apply to
     contributions in excess of specified limits, to distributions in excess of
     specified limits, distributions which do not satisfy certain requirements
     and certain other transactions with respect to qualified plans. 
     Accordingly, this summary provides only general information about the tax
     rules associated with use of the Contract by a qualified plan.  Contract
     owners, plan participants and beneficiaries are cautioned that the rights
     and benefits of any person to benefits are controlled by the terms and
     conditions of the plan regardless of the terms and conditions of the
     Contract.  Some qualified plans are subject to distribution and other
     requirements which are not incorporated into ITT Hartford's administrative
     procedures.  Owners, participants and beneficiaries are responsible for
     determining that contributions, distributions and other transactions comply
     with applicable law.  Because of the complexity of these rules, owners,
     participants and beneficiaries are encouraged to consult their own tax
     advisors as to specific tax consequences.

A.   QUALIFIED PENSION PLANS

     Provisions of the Code permit eligible employers to establish pension or
     profit sharing plans (described in Section 401(a) and 401(k), if
     applicable, and exempt from taxation under Section 501(a) of the Code), and
     Simplified Employee Pension Plans (described in Section 408(k)).  Such
     plans are subject to limitations on the amount that may be contributed, the
     persons who may be eligible and the time when distributions must commence. 
     Corporate employers intending to use these contracts in connection with
     such plans should seek competent advice.

B.   TAX SHELTERED ANNUITIES UNDER SECTION 403(B)

     Section 403(b) of the Code permits public school employees and employees of
     certain types of charitable, educational and scientific organizations
     specified in Section 501(c)(3) of the Code to purchase annuity contracts,
     and, subject to certain limitations, exclude such contributions from gross
     income.  Generally, such contributions may not exceed the lesser of $9,500
     or 20% of the employees "includable compensation" for his most recent full
     year of employment, subject to other adjustments.  Special provisions may
     allow some employees to elect a different overall limitation.


<PAGE>

                                      47

     Tax-sheltered annuity programs under Section 403(b) are subject to a
     PROHIBITION AGAINST DISTRIBUTIONS FROM THE CONTRACT ATTRIBUTABLE TO
     CONTRIBUTIONS MADE PURSUANT TO A SALARY REDUCTION AGREEMENT unless such
     distribution is made:

     (1)  after the participating employee attains age 59 1/2;
     (2)  upon separation from service;
     (3)  upon death or disability, or
     (4)  in the case of hardship.

     The above restrictions apply to distributions of employee contributions
     made after December 31, 1988, earnings on those contributions, and earnings
     on amounts attributable to employee contributions held as of December 31,
     1988.  They do not apply to distributions of any employer or other after-
     tax contributions, employee contributions made on or before December 31,
     1988, and earnings credited to employee contributions before December 31,
     1988.

C.   DEFERRED COMPENSATION PLANS UNDER SECTION 457

     Employees and independent contractors performing services for such
     employers may contribute on a before tax basis to the Deferred Compensation
     Plan of their employer in accordance with the employer's plan and Section
     457 of the Code.  Section 457 places limitations on contributions to
     Deferred Compensation Plans maintained by a State ("State" means a State, a
     political sub-division of a State, and an agency or instrumentality of a
     State or political sub-division of a State) or other tax-exempt
     organization.  Generally, the limitation is 33 1/3% of includable
     compensation (25% of gross compensation) or $7,500, whichever is less.  The
     plan may also provide for additional "catch-up" deferrals during the three
     taxable years ending before a Participant attains normal retirement age.

     An employee electing to participate in a plan should understand that his
     rights and benefits are governed strictly by the terms of the plan, that
     the employer is legal owner of any contract issued with respect to the plan
     and that deferred amounts will be subject to the claims of the employer's
     creditors.  The employer as owner of the contract(s) retains all voting and
     redemption rights which may accrue to the contract(s) issued with respect
     to the plan.  The participating employee should look to the terms of his
     plan for any charges in regard to participating therein other than those
     disclosed in this Prospectus.

     Distributions from a Section 457 Deferred Compensation Plan are prohibited
     unless made after the participating employee attains the age specified in
     the plan, separates from service, dies, becomes permanently and totally
     disabled or suffers an unforeseeable financial emergency.  Present federal
     tax law does not allow tax-free transfers or rollovers for amounts
     accumulated in a Section 457 plan except for transfers to other Section 457
     plans in limited cases.

<PAGE>

                                      48


D.   INDIVIDUAL RETIREMENT ANNUITIES UNDER SECTION 408

     Section 408 of the Code permits eligible individuals to establish
     individual retirement programs through the purchase of Individual
     Retirement Annuities ("IRAs").  IRAs are subject to limitations on the
     amount that may be contributed, the contributions that may be deducted from
     taxable income, the persons who may be eligible and the time when
     distributions may commence.  Also, distributions from certain qualified
     plans may be "rolled-over" on a tax-deferred basis into an IRA.

E.   TAX PENALTIES

     Distributions from retirement plans are generally taxed under Section 72 of
     the Code.  Under these rules, a portion of each distribution may be
     excludable from income.  The excludable amount is the portion of the
     distribution which bears the same ratio as the after-tax contributions bear
     to the expected return.

     1.   PREMATURE DISTRIBUTION

          Distributions from a qualified plan before the Participant attains age
          59 1/2 are generally subject to an additional tax equal to 10% of the
          taxable portion of the distribution.  The 10% penalty does not
          apply to distributions made after the employee's death, on account of
          disability and distributions in the form of a life annuity and, except
          in the case of an IRA, certain distributions after separation from
          service at or after age 55 and certain distributions for eligible
          medical expenses.  A life annuity is defined as a scheduled series of
          substantially equal periodic payments for the life or life expectancy
          of the Participant (or the joint lives or life expectancies of the
          Participant and Beneficiary).

     2.   MINIMUM DISTRIBUTION TAX

          If the amount distributed is less than the minimum required
          distribution for the year, the Participant is subject to a 50% tax
          on the amount that was not properly distributed.

          An individual's interest in a retirement plan must generally be
          distributed or begin to be distributed not later than April 1 of the
          calendar year in which the individual attains age 70 1/2 ("required
          beginning date").  The required beginning date with respect to certain
          government plans may be further deferred.  The entire interest of
          the Participant must be distributed beginning no later than this
          required beginning date over a period which may not extend beyond a
          maximum of the life expectancy of the Participant and a designated
          Beneficiary.  Each annual distribution must equal or exceed a "minimum
          distribution amount" which is determined by dividing the account
          balance by the applicable life expectancy.  This account balance
          is generally based upon the account value as of the close of
          business on the last day of the previous calendar year.  In addition,
          minimum distribution incidental benefit rules may require a larger
          annual distribution.

          If an individual dies before reaching his or her required beginning
          date, the individual's entire interest must generally be distributed
          within five years of the individuals' death.  However, this rule will
          be deemed satisfied, if distributions begin before the close of the
          calendar year following the individual's death to a designated
          Beneficiary (or over a period not extending beyond the life expectancy
          of the beneficiary). If the Beneficiary is the individual's surviving
          spouse, distributions may be delayed until the individual would have
          attained age 70 1/2.


<PAGE>

                                      49

          If an individual dies after reaching his or her required beginning
          date or after distributions have commenced, the individual's interest
          must generally be distributed at least as rapidly as under the method
          of distribution in effect at the time of the individual's death.

     3.   EXCESS DISTRIBUTION TAX

          If the aggregate distributions from all IRAs and certain other
          qualified plans in a calendar year exceed the greater of (i) $150,000,
          or (ii) $112,500 as indexed for inflation ($155,000 as of January 1,
          1996), a penalty tax of 15% is generally imposed on the excess portion
          of the distribution.

     4.   WITHHOLDING

          Periodic distributions from a qualified plan lasting for a period of
          10 or more years are generally subject to voluntary income tax
          withholding.  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. 
          Otherwise, the  amount withheld on such distributions is determined at
          the rate applicable to wages as if the recipient were married claiming
          three exemptions.

          Nonperiodic distributions from an IRA are subject to income tax
          withholding at a flat 10% rate.  The recipient may elect not to have
          withholding apply.

          Nonperiodic distributions from other qualified plans are generally
          subject to mandatory income tax withholding at the flat rate of 20%
          unless such distributions are:

          (1)  the non-taxable portion of the distribution;
          (2)  required minimum distributions;
          (3)  eligible rollover distributions.

          Eligible rollover distributions are direct payments to an IRA or to
          another qualified employer plan.

          Any distribution from plans described in Section 457 of the Code is
          subject to regular wage withholding rules.

<PAGE>

                                      50

                              TABLE OF CONTENTS TO
                       STATEMENT OF ADDITIONAL INFORMATION
                                        

SECTION                                                         PAGE
- -------                                                         -----
INTRODUCTION...................................................

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

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

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

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

ANNUITY/PAYOUT PERIOD..........................................

     Annuity Payments..........................................

     The Annuity Unit and Valuation............................

     Determination of Payment Amount...........................

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

PERFORMANCE COMPARISONS........................................

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







<PAGE>

                                      51


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

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

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


Please send a Statement of Additional Information for Putnam Capital Manager
Variable Annuity to me at the following address:


____________________________________
Name

____________________________________
                                                     
Address

_____________________________________
                                                     
City/State                   Zip Code

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


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission