ITT HARTFORD LIFE & ANNUITY INSUR CO SEPARATE ACCOUNT THREE
N-4/A, 2000-07-07
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<PAGE>


      As filed with the Securities and Exchange Commission on July 7, 2000.
                                                              File No. 333-34998
                                                                       811-08580

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933       [X]

     Pre-Effective Amendment No.  1                    [ ]
                                -----
     Post-Effective Amendment No.                      [ ]
                                 -----

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

     Amendment No.   21                                [X]
                  --------

                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
                             SEPARATE ACCOUNT THREE
                           (Exact Name of Registrant)

                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
                               (Name of Depositor)

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

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

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

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

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

<PAGE>
                              CROSS REFERENCE SHEET
                              PURSUANT TO RULE 495(A)


             N-4 ITEM NO.                             PROSPECTUS HEADING
-------------------------------------     -------------------------------------
 1. Cover Page                            Cover Page; Hartford Life
                                          Insurance Company

 2. Definitions                           Definitions

 3. Synopsis or Highlights                Fee Table; Highlights

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

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

 6. Deductions                            Charges and Fees

 7. General Description of                The Contract
    Annuity Contracts

 8. Annuity Period                        Annuity Payouts

 9. Death Benefit                         Death Benefit

10. Purchases and Contract Value          Purchase and Contract Value


11. Redemptions                           Surrenders


12. Taxes                                 Federal Tax Considerations

13. Legal Proceedings                     Legal Matters and Experts

<PAGE>

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

15. Cover Page                            Part B; Statement of
                                          Additional Information

16. Table of Contents                     Tables of Contents

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

18. Services                              Independent Public
                                          Accountants

19. Purchase of Securities                Distribution of Contracts
    being Offered

20. Underwriters                          Distribution of Contracts

21. Calculation of Performance            Calculation of Yield and
    Data                                  Return

22. Annuity Payments                      None

23. Financial Statements                  Financial Statements

24. Financial Statements and              Financial Statements and
    Exhibits                              Exhibits

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

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

27. Number of Contract Owners             Number of Contract Owners

28. Indemnification                       Indemnification

29. Principal Underwriters Principal      Underwriters

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

31. Management Services                   Management Services

32. Undertakings                          Undertakings

<PAGE>










                                     PART A

<PAGE>


<TABLE>
<S>                                                           <C>
HARTFORD SELECT LEADERS
SEPARATE ACCOUNT THREE
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
P.O. BOX 5085
HARTFORD, CONNECTICUT 06102-5085
TELEPHONE: 1-800-862-6668 (CONTRACT OWNERS)
1-800-862-4397 (ACCOUNT EXECUTIVE)                            [LOGO]
</TABLE>


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


This Prospectus describes information you should know before you purchase
Hartford Select Leaders. Please read it carefully.



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


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

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

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

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


- MONEY MARKET SUB-ACCOUNT which purchases Class Y shares of Money Market
  Portfolio of the Morgan Stanley Dean Witter Select Dimensions Investment
  Series



- DIVERSIFIED INCOME SUB-ACCOUNT which purchases Class Y shares of Diversified
  Income Portfolio of the Morgan Stanley Dean Witter Select Dimensions
  Investment Series



- BALANCED GROWTH SUB-ACCOUNT which purchases Class Y shares of Balanced Growth
  Portfolio of the Morgan Stanley Dean Witter Select Dimensions Investment
  Series



- UTILITIES SUB-ACCOUNT which purchases Class Y shares of Utilities Portfolio of
  the Morgan Stanley Dean Witter Select Dimensions Investment Series



- DIVIDEND GROWTH SUB-ACCOUNT which purchases Class Y shares of Dividend Growth
  Portfolio of the Morgan Stanley Dean Witter Select Dimensions Investment
  Series



- VALUE-ADDED MARKET SUB-ACCOUNT which purchases Class Y shares of Value-Added
  Market Portfolio of the Morgan Stanley Dean Witter Select Dimensions
  Investment Series



- GROWTH SUB-ACCOUNT which purchases Class Y shares of Growth Portfolio of the
  Morgan Stanley Dean Witter Select Dimensions Investment Series



- AMERICAN OPPORTUNITIES SUB-ACCOUNT which purchases Class Y shares of American
  Opportunities Portfolio (formerly known as American Value Portfolio) of the
  Morgan Stanley Dean Witter Select Dimensions Investment Series



- MID-CAP EQUITY SUB-ACCOUNT which purchases Class Y shares of Mid-Cap Equity
  Portfolio (formerly named Mid-Cap Growth Portfolio) of the Morgan Stanley Dean
  Witter Select Dimensions Investment Series



- GLOBAL EQUITY SUB-ACCOUNT which purchases Class Y shares of Global Equity
  Portfolio of the Morgan Stanley Dean Witter Select Dimensions Investment
  Series



- DEVELOPING GROWTH SUB-ACCOUNT which purchases Class Y shares of Developing
  Growth Portfolio of the Morgan Stanley Dean Witter Select Dimensions
  Investment Series



- HIGH YIELD SUB-ACCOUNT which purchases shares of High Yield Portfolio of The
  Universal Institutional Funds, Inc.


- MID-CAP VALUE SUB-ACCOUNT which purchases shares of Mid-Cap Value Portfolio of
  The Universal Institutional Funds, Inc.

- EMERGING MARKETS DEBT SUB-ACCOUNT which purchases shares of Emerging Markets
  Debt Portfolio of The Universal Institutional Funds, Inc.

- EMERGING MARKETS EQUITY SUB-ACCOUNT which purchases shares of Emerging Markets
  Equity Portfolio of The Universal Institutional Funds, Inc.

- FIXED INCOME SUB-ACCOUNT which purchases shares of Fixed Income Portfolio of
  The Universal Institutional Funds, Inc.
<PAGE>
- ACTIVE INTERNATIONAL ALLOCATION SUB-ACCOUNT which purchases shares of Active
  International Allocation Portfolio of The Universal Institutional Funds, Inc.


- STRATEGIC STOCK SUB-ACCOUNT which purchases Class II shares of Strategic Stock
  Portfolio of the Van Kampen Life Investment Trust



- ENTERPRISE SUB-ACCOUNT which purchases Class II shares of Enterprise Portfolio
  of the Van Kampen Life Investment Trust



- AMERICAN FUNDS GLOBAL GROWTH FUND SUB-ACCOUNT which purchases Class 2 shares
  of the Global Growth Fund of American Funds Insurance Series ("American Funds
  Global Growth Fund")



- AMERICAN FUNDS GLOBAL SMALL CAPITALIZATION FUND SUB-ACCOUNT which purchases
  Class 2 shares of the Global Small Capitalization Fund of American Funds
  Insurance Series ("American Funds Global Small Capitalization Fund")



- AMERICAN FUNDS GROWTH FUND SUB-ACCOUNT which purchases Class 2 shares of the
  Growth Fund of American Funds Insurance Series ("American Funds Growth Fund")



- AMERICAN FUNDS GROWTH-INCOME FUND SUB-ACCOUNT which purchases Class 2 shares
  of the Growth-Income Fund of American Funds Insurance Series ("American Funds
  Growth-Income Fund")



- AMERICAN FUNDS INTERNATIONAL FUND SUB-ACCOUNT which purchases Class 2 shares
  of the International Fund of American Funds Insurance Series ("American Funds
  International Fund")



- MFS CAPITAL OPPORTUNITIES SERIES SUB-ACCOUNT which purchases shares of the
  MFS-Registered Trademark- Capital Opportunities Seriesof the MFS-Registered
  Trademark-Variable Insurance Trust-SM-



- MFS EMERGING GROWTH SERIES SUB-ACCOUNT which purchases shares of the
  MFS-Registered Trademark- Emerging Growth Seriesof the MFS-Registered
  Trademark- Variable Insurance Trust-SM-



- MFS GROWTH SERIES SUB-ACCOUNT which purchases shares of the MFS-Registered
  Trademark- Growth Series of the MFS-Registered Trademark- Variable Insurance
  Trust-SM-



- MFS GROWTH WITH INCOME SERIES SUB-ACCOUNT which purchases shares of the
  MFS-Registered Trademark- Growth with Income Series of the MFS-Registered
  Trademark-Variable Insurance Trust-SM-



- MFS TOTAL RETURN SERIES SUB-ACCOUNT which purchases shares of the
  MFS-Registered Trademark- Total Return Series of the MFS-Registered Trademark-
  Variable Insurance Trust-SM-



- FRANKLIN SMALL CAP FUND SUB-ACCOUNT which purchases Class 2 shares of the
  Small Cap Fund of the Franklin Templeton Variable Insurance Products Trust
  ("Franklin Small Cap Fund")



- FRANKLIN STRATEGIC INCOME SECURITIES FUND SUB-ACCOUNT (FORMERLY FRANKLIN
  STRATEGIC INCOME INVESTMENTS FUND SUB-ACCOUNT) which purchases Class 1 shares
  of the Franklin Strategic Income Securities Fund (formerly Franklin Strategic
  Income Investments Fund) of the Franklin Templeton Variable Insurance Products
  Trust



- MUTUAL SHARES SECURITIES FUND SUB-ACCOUNT which purchases Class 2 shares of
  Mutual Shares Securities Fund of the Franklin Templeton Variable Insurance
  Products Trust



- TEMPLETON DEVELOPING MARKETS SECURITIES FUND SUB-ACCOUNT (FORMERLY TEMPLETON
  DEVELOPING MARKETS EQUITY FUND SUB-ACCOUNT) which purchases Class 1 shares of
  the Templeton Developing Markets Securities Fund (formerly Templeton
  Developing Markets Equity Fund) of the Franklin Templeton Variable Insurance
  Products Trust



- TEMPLETON GROWTH SECURITIES FUND SUB-ACCOUNT (FORMERLY TEMPLETON GLOBAL GROWTH
  FUND SUB-ACCOUNT) which purchases Class 2 shares of the Templeton Growth
  Securities Fund (formerly Templeton Global Growth Fund) of the Franklin
  Templeton Variable Insurance Products Trust


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

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

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

This Annuity IS NOT:

 -  A bank deposit or obligation

 -  Federally insured

 -  Endorsed by any bank or governmental agency

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

PROSPECTUS DATED: JULY 17, 2000


STATEMENT OF ADDITIONAL INFORMATION DATED: JULY 17, 2000

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

TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                PAGE
<S>                                                           <C>
----------------------------------------------------------------------
DEFINITIONS                                                       4
----------------------------------------------------------------------
FEE TABLE                                                         6
----------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES                                    7
----------------------------------------------------------------------
HIGHLIGHTS                                                       12
----------------------------------------------------------------------
GENERAL CONTRACT INFORMATION                                     13
----------------------------------------------------------------------
  Hartford Life and Annuity Insurance Company                    13
----------------------------------------------------------------------
  Separate Account                                               13
----------------------------------------------------------------------
THE PORTFOLIOS                                                   14
----------------------------------------------------------------------
  The Investment Advisers                                        16
----------------------------------------------------------------------
PERFORMANCE RELATED INFORMATION                                  18
----------------------------------------------------------------------
THE FIXED ACCOUNT                                                18
----------------------------------------------------------------------
THE CONTRACT                                                     19
----------------------------------------------------------------------
  Purchases and Contract Value                                   19
----------------------------------------------------------------------
  Charges and Fees                                               21
----------------------------------------------------------------------
  Death Benefit                                                  23
----------------------------------------------------------------------
  Surrenders                                                     26
----------------------------------------------------------------------
ANNUITY PAYOUTS                                                  27
----------------------------------------------------------------------
OTHER PROGRAMS AVAILABLE                                         29
----------------------------------------------------------------------
OTHER INFORMATION                                                30
----------------------------------------------------------------------
  Legal Matters and Experts                                      30
----------------------------------------------------------------------
  More Information                                               30
----------------------------------------------------------------------
FEDERAL TAX CONSIDERATIONS                                       31
----------------------------------------------------------------------
TABLE OF CONTENTS TO STATEMENT OF ADDITIONAL INFORMATION         35
----------------------------------------------------------------------
APPENDIX I -- INFORMATION REGARDING TAX-QUALIFIED RETIREMENT
  PLANS                                                          36
----------------------------------------------------------------------
APPENDIX II -- OPTIONAL DEATH BENEFIT -- EXAMPLES                39
----------------------------------------------------------------------
</TABLE>

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

DEFINITIONS

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

ACCOUNT: Any of the Sub-Accounts or Fixed Account.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


COMMUTED VALUE: The present value of any remaining guaranteed Annuity Payouts.
This amount is calculated using the Assumed Investment Return for variable
dollar amount Annuity Payouts or the underlying rate of return for fixed dollar
amount Annuity Payouts.


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

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

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

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

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

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

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

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

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

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

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

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

MAXIMUM ANNIVERSARY VALUE: This is the highest Anniversary Value prior to the
deceased's 81st birthday or the date of death, if earlier.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                    5
--------------------------------------------------------------------------------

NET INVESTMENT FACTOR: This is used to measure the investment performance of a
Sub-Account from one Valuation Day to the next, and is also used to calculate
your Annuity Payout amount.

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

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

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

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

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

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

SURRENDER: A complete or partial withdrawal from your Contract.

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

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

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

                                   FEE TABLE

CONTRACT OWNER TRANSACTION EXPENSES

<TABLE>
<S>                                                           <C>
  Sales Load Imposed on Purchases (as a percentage of
   Premium Payments)                                            None
---------------------------------------------------------------------
  Contingent Deferred Sales Charge (as a percentage of
   Premium Payments) (1)
    First Year (2)                                                 7%
---------------------------------------------------------------------
    Second Year                                                    6%
---------------------------------------------------------------------
    Third Year                                                     6%
---------------------------------------------------------------------
    Fourth Year                                                    5%
---------------------------------------------------------------------
    Fifth Year                                                     4%
---------------------------------------------------------------------
    Sixth Year                                                     3%
---------------------------------------------------------------------
    Seventh Year                                                   2%
---------------------------------------------------------------------
    Eighth Year                                                    0%
---------------------------------------------------------------------
ANNUAL MAINTENANCE FEE (3)                                       $30
---------------------------------------------------------------------
SEPARATE ACCOUNT ANNUAL EXPENSES (as a percentage of average
 Sub-Account Value)
    Mortality and Expense Risk Charge                           1.35%
---------------------------------------------------------------------
    Administrative Fees                                         0.15%
---------------------------------------------------------------------
    Total Separate Account Annual Expenses                      1.50%
---------------------------------------------------------------------
OPTIONAL CHARGES (as a percentage of average daily
 Sub-Account Value)
    Optional Death Benefit Charge                               0.15%
---------------------------------------------------------------------
    Total Separate Account Annual Expenses with the Optional
     Death Benefit Charge                                       1.65%
---------------------------------------------------------------------
</TABLE>

(1) Each Premium Payment has its own Contingent Deferred Sales Charge schedule.
    See "Charges and Fees -- The Contingent Deferred Sales Charge." The
    Contingent Deferred Sales Charge is not assessed on partial Surrenders which
    do not exceed the Annual Withdrawal Amount.

(2) Length of time from each Premium Payment.

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


The purpose of the Fee Table and Examples is to assist you in understanding
various costs and expenses that you will pay directly or indirectly. The Fee
Table and Examples reflect expenses of the Separate Account and underlying
Funds. We will deduct any Premium Taxes that apply. The Examples assume that any
fee waivers or expense reimbursements for the underlying Funds will continue for
the period shown in the Examples.


The Examples should not be considered a representation of past or future
expenses and actual expenses may be greater or less than those shown. The Annual
Maintenance Fee has been reflected in the Examples by a method intended to show
the "average" impact of the Annual Maintenance Fee on an investment in the
Separate Account. We do this by approximating an "average" 0.06% annual charge.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                    7
--------------------------------------------------------------------------------


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



<TABLE>
<CAPTION>
                                                                                                             TOTAL FUND
                                                                                                              OPERATING
                                                                                              OTHER           EXPENSES
                                               MANAGEMENT FEES    12B-1 DISTRIBUTION        EXPENSES       (INCLUDING ANY
                                               (INCLUDING ANY    AND/OR SERVICING FEES   (INCLUDING ANY      WAIVERS OR
                                                  WAIVERS)        (INCLUDING WAIVERS)    REIMBURSEMENTS)   REIMBURSEMENTS)
<S>                                            <C>               <C>                     <C>               <C>
--------------------------------------------------------------------------------------------------------------------------
MORGAN STANLEY DEAN WITTER SELECT DIMENSIONS
  INVESTMENT SERIES:
Money Market Portfolio                              0.50%                 0.25%               0.04%             0.79%
--------------------------------------------------------------------------------------------------------------------------
Diversified Income Portfolio                        0.40%                 0.25%               0.08%             0.73%
--------------------------------------------------------------------------------------------------------------------------
Balanced Growth Portfolio                           0.60%                 0.25%               0.04%             0.89%
--------------------------------------------------------------------------------------------------------------------------
Utilities Portfolio                                 0.65%                 0.25%               0.05%             0.95%
--------------------------------------------------------------------------------------------------------------------------
Dividend Growth Portfolio                           0.58%                 0.25%               0.02%             0.85%
--------------------------------------------------------------------------------------------------------------------------
Value-Added Market Portfolio                        0.50%                 0.25%               0.05%             0.80%
--------------------------------------------------------------------------------------------------------------------------
Growth Portfolio                                    0.80%                 0.25%               0.10%             1.15%
--------------------------------------------------------------------------------------------------------------------------
American Opportunities Portfolio                    0.62%                 0.25%               0.04%             0.91%
--------------------------------------------------------------------------------------------------------------------------
Mid-Cap Equity Portfolio (formerly Mid-Cap
  Growth) (1)                                       0.75%                 0.25%               0.17%             1.17%
--------------------------------------------------------------------------------------------------------------------------
Global Equity Portfolio                             1.00%                 0.25%               0.08%             1.33%
--------------------------------------------------------------------------------------------------------------------------
Developing Growth Portfolio                         0.50%                 0.25%               0.08%             0.83%
--------------------------------------------------------------------------------------------------------------------------
THE UNIVERSAL INSTITUTIONAL FUNDS, INC.:
High Yield Portfolio (2)                            0.50%                  N/A                0.61%             1.11%
--------------------------------------------------------------------------------------------------------------------------
Mid-Cap Value Portfolio (2)                         0.75%                  N/A                0.62%             1.37%
--------------------------------------------------------------------------------------------------------------------------
Emerging Markets Debt Portfolio (2)                 0.80%                  N/A                0.98%             1.78%
--------------------------------------------------------------------------------------------------------------------------
Emerging Markets Equity Portfolio (2)               1.25%                  N/A                1.37%             2.62%
--------------------------------------------------------------------------------------------------------------------------
Fixed Income Portfolio (2)                          0.40%                  N/A                0.56%             0.96%
--------------------------------------------------------------------------------------------------------------------------
Active International Allocation Portfolio (2)       0.80%                  N/A                1.83%             2.63%
--------------------------------------------------------------------------------------------------------------------------
VAN KAMPEN LIFE INVESTMENT TRUST:
Strategic Stock Portfolio (3) (12)                  0.50%                 0.25%               0.41%             1.16%
--------------------------------------------------------------------------------------------------------------------------
Enterprise Portfolio (3) (12)                       0.50%                 0.25%               0.12%             0.87%
--------------------------------------------------------------------------------------------------------------------------
AMERICAN FUNDS INSURANCE SERIES:
American Funds Global Growth Fund                   0.68%                 0.25%               0.03%             0.96%
--------------------------------------------------------------------------------------------------------------------------
American Funds Global Small Capitalization
  Fund                                              0.79%                 0.25%               0.03%             1.07%
--------------------------------------------------------------------------------------------------------------------------
American Funds Growth Fund                          0.38%                 0.25%               0.01%             0.64%
--------------------------------------------------------------------------------------------------------------------------
American Funds Growth-Income Fund                   0.34%                 0.25%               0.01%             0.60%
--------------------------------------------------------------------------------------------------------------------------
American Funds International Fund                   0.55%                 0.25%               0.05%             0.85%
--------------------------------------------------------------------------------------------------------------------------
MFS-REGISTERED TRADEMARK- VARIABLE INSURANCE
  TRUST:
MFS-Registered Trademark- Capital
  Opportunities Series (7) (8)                      0.75%                  N/A                0.16%             0.91%
--------------------------------------------------------------------------------------------------------------------------
MFS-Registered Trademark- Emerging Growth
  Series (7)                                        0.75%                  N/A                0.09%             0.84%
--------------------------------------------------------------------------------------------------------------------------
MFS-Registered Trademark- Growth
  Series (7) (8)                                    0.75%                  N/A                0.16%             0.91%
--------------------------------------------------------------------------------------------------------------------------
MFS-Registered Trademark- Growth with Income
  Series (7)                                        0.75%                  N/A                0.13%             0.88%
--------------------------------------------------------------------------------------------------------------------------
MFS-Registered Trademark- Total Return
  Series (7)                                        0.75%                  N/A                0.15%             0.90%
--------------------------------------------------------------------------------------------------------------------------
FRANKLIN TEMPLETON VARIABLE INSURANCE
  PRODUCTS TRUST:
Franklin Small Cap Fund -- Class 2 (4) (5)          0.55%                 0.25%               0.27%             1.07%
--------------------------------------------------------------------------------------------------------------------------
Franklin Strategic Income Securities Fund (6)       0.43%                  N/A                0.32%             0.75%
--------------------------------------------------------------------------------------------------------------------------
Mutual Shares Securities Fund -- Class 2
  (4) (9)                                           0.60%                 0.25%               0.19%             1.04%
--------------------------------------------------------------------------------------------------------------------------
Templeton Developing Markets Equity Fund --
  Class 1 (10)                                      1.25%                  N/A                0.31%             1.56%
--------------------------------------------------------------------------------------------------------------------------
Templeton Growth Securities Fund -- Class 2
  (4) (11)                                          0.83%                 0.25%               0.05%             1.13%
--------------------------------------------------------------------------------------------------------------------------
</TABLE>



(1) With respect to the Mid-Cap Equity Portfolio, the expense information shown
    in the table above has been restated to reflect the current fees. Prior to
    December 31, 1999, the investment adviser, Morgan Stanley Dean Witter
    Advisors Inc., assumed all expenses of the Portfolio and waived the
    compensation provided for the Portfolio in its management agreement with the
    Fund.

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


(2) With respect to the High Yield, Mid-Cap Value, Emerging Markets Debt,
    Emerging Markets Equity, Active International Allocation and Fixed Income
    Portfolios, the investment advisers have voluntarily agreed to waive their
    investment advisory fees and to reimburse certain expenses of the Portfolios
    if such fees would cause their respective "Total Fund Operating Expenses" to
    exceed certain limits. The annual expense ratios for the Active
    International Allocation Portfolio are annualized estimates. Including these
    reductions, it is estimated that "Management Fees", Other Expenses and
    "Total Fund Operating Expenses" for the Portfolios would have been as
    follows:



<TABLE>
<CAPTION>
                                                                                           TOTAL FUND
                                                                                 OTHER     OPERATING
PORTFOLIO                                                     MANAGEMENT FEES   EXPENSES    EXPENSES
<S>                                                           <C>               <C>        <C>
-----------------------------------------------------------------------------------------------------
High Yield                                                         0.19%         0.61%        0.80%
-----------------------------------------------------------------------------------------------------
Mid-Cap Value                                                      0.43%         0.62%        1.05%
-----------------------------------------------------------------------------------------------------
Emerging Markets Debt                                              0.45%         0.98%        1.43%
-----------------------------------------------------------------------------------------------------
Emerging Markets Equity                                            0.42%         1.37%        1.79%
-----------------------------------------------------------------------------------------------------
Fixed Income                                                       0.14%         0.56%        0.70%
-----------------------------------------------------------------------------------------------------
Active International Allocation                                    0.00%         1.15%        1.15%
-----------------------------------------------------------------------------------------------------
</TABLE>



(3) With respect to the Strategic Stock Portfolio and the Enterprise Portfolio,
    the investment adviser, Van Kampen Asset Management Inc. has voluntarily
    agreed to waive its investment advisory fees and to reimburse the Portfolios
    if such fees would cause their respective "Total Fund Operating Expenses" to
    exceed those set forth in the table above. Including the aforementioned
    reductions, it is estimated that "Management Fees", "Other Expenses" and
    "Total Fund Operating Expenses" for the Portfolios would be:



<TABLE>
<CAPTION>
                                                                                           TOTAL FUND
                                                                                 OTHER     OPERATING
PORTFOLIO                                                     MANAGEMENT FEES   EXPENSES    EXPENSES
<S>                                                           <C>               <C>        <C>
-----------------------------------------------------------------------------------------------------
Strategic Stock                                                    0.24%         0.41%        0.65%
-----------------------------------------------------------------------------------------------------
Enterprise                                                         0.47%         0.13%        0.60%
-----------------------------------------------------------------------------------------------------
</TABLE>



(4) The Fund's Class 2 distribution plan or "Rule 12b-1 Plan" is described in
    the Fund's prospectus. While the maximum amount payable under the Fund's
    Class 2 Rule 12b-1 Plan is 0.35% per year of the Fund's average daily net
    assets, the Board of Trustees of Franklin Templeton Variable Insurance
    Products Trust has set the current rate at 0.25% per year through at least
    April 30, 2001.



(5) On February 8, 2000, a merger and reorganization was approved that combined
    the assets of the Franklin Small Cap Fund with a similar fund of the
    Templeton Variable Products SeriesFund, effective May 1, 2000. On
    February 8, 2000, fund shareholders approved new management fees, which
    apply to the combined fund effective May 1, 2000. The table shows restated
    total expenses based on the new fees and assets of the fund as of
    December 31, 1999, and not the assets of the combined fund. However, if the
    table reflected both the new fees and the combined assets, the fund's
    expenses after May 1, 2000 would be estimated as: Management Fees 0.55%,
    Distribution and Service Fees 0.25%, Other Expenses 0.27%, and Total Fund
    Operating Expenses 1.07%.



(6) The management fees shown are based on the fund's maximum contractual
    amount. Other expenses are estimated. The manager and administrator have
    agreed in advance to waive or limit their respective fees and the manager to
    assume as its own expense certain expenses otherwise payable by the fund so
    that total annual fund operating expenses do not exceed 0.75% for the
    current fiscal year. After December 31, 2001, the manager and administrator
    may end this arrangement at any time. Without this reduction Total Fund
    Operating Expenses were:



<TABLE>
<CAPTION>
                                                                                                   TOTAL FUND
                                                                                         OTHER     OPERATING
                                                         MANAGEMENT FEES   12B-1 FEES   EXPENSES    EXPENSES
<S>                                                      <C>               <C>          <C>        <C>
-------------------------------------------------------------------------------------------------------------
Franklin Strategic Income Securities Fund                     0.43%            N/A       0.52%        0.95%
-------------------------------------------------------------------------------------------------------------
</TABLE>



(7) Each Series has an expense offset arrangement which reduces the series'
    custodian fee based upon the amount of cash maintained by the series with
    its custodian and dividend disbursing agent. Each series may enter into
    other such arrangements and directed brokerage arrangements, which would
    also have the effect of reducing the series' expenses. After these
    reductions, the Total Fund Operating Expenses would be:



<TABLE>
<CAPTION>
                                                                                                   TOTAL FUND
                                                                                         OTHER     OPERATING
                                                         MANAGEMENT FEES   12B-1 FEES   EXPENSES    EXPENSES
<S>                                                      <C>               <C>          <C>        <C>
-------------------------------------------------------------------------------------------------------------
MFS-Registered Trademark- Capital Opportunities Series        0.75%            N/A       0.15%        0.90%
-------------------------------------------------------------------------------------------------------------
MFS-Registered Trademark- Emerging Growth Series              0.75%            N/A       0.08%        0.83%
-------------------------------------------------------------------------------------------------------------
MFS-Registered Trademark- Growth Series                       0.75%            N/A       0.15%        0.90%
-------------------------------------------------------------------------------------------------------------
MFS-Registered Trademark- Growth with Income Series           0.75%            N/A       0.12%        0.87%
-------------------------------------------------------------------------------------------------------------
MFS-Registered Trademark- Total Return Series                 0.75%            N/A       0.14%        0.89%
-------------------------------------------------------------------------------------------------------------
</TABLE>


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


(8) MFS has contractually agreed, subject to reimbursement, to bear expenses for
    these series such that each such series' "Other Expenses" (after taking into
    account the expense offset arrangement described above), do not exceed 0.15%
    of the average daily net assets of the series during the current fiscal
    year. These contractual fee arrangements will continue until at least
    May 1, 2001, unless changed with the consent of the board of trustees which
    oversees the series. Without this waiver, "Total Fund Operating Expenses"
    would have been:



<TABLE>
<CAPTION>
                                                                                                   TOTAL FUND
                                                                                         OTHER     OPERATING
                                                         MANAGEMENT FEES   12B-1 FEES   EXPENSES    EXPENSES
<S>                                                      <C>               <C>          <C>        <C>
-------------------------------------------------------------------------------------------------------------
MFS-Registered Trademark- Capital Opportunities Series        0.75%            N/A       0.27%        1.02%
-------------------------------------------------------------------------------------------------------------
MFS-Registered Trademark- Growth Series                       0.75%            N/A       0.71%        1.46%
-------------------------------------------------------------------------------------------------------------
</TABLE>



(9) On February 8, 2000, a merger and reorganization was approved that combined
    the Mutual Shares Securities Fund with a similar fund of Templeton Variable
    Products Series Fund, effective May 1, 2000. The table shows total expenses
    based on the fund's assets as of December 31, 1999, and not the assets of
    the combined fund. However, if the table reflected combined assets, the
    fund's expenses after May 1, 2000 would be estimated as: Management Fees
    0.60%, Distribution and Service Fees 0.25%, Other Expenses 0.19%, and Total
    Fund Operating Expenses 1.04%.



(10) On February 8, 2000, shareholders approved a merger and reorganization that
    combined the Developing Markets Securities Fund with the Templeton
    Developing Markets Equity Fund, effective May 1, 2000. The shareholders of
    that fund had approved new management fees, which apply to the combined fund
    effective May 1, 2000. The table shows restated total expenses based on the
    new fees and the assets of the fund as of December 31, 1999, and not the
    assets of the combined fund. However, if the table reflected both the new
    fees and the combined assets, the fund's expenses after May 1, 2000 would be
    estimated as: Management Fees 1.25%, Other Expenses 0.29%, and Total Fund
    Operating Expenses 1.54%.



(11) On February 8, 2000, a merger and reorganization was approved that combined
    the Templeton Growth Securities Fund with a similar fund of Templeton
    Variable Products Series Fund, effective May 1, 2000. The table shows total
    expenses based on the fund's assets as of December 31, 1999, and not the
    assets of the combined fund. However, if the table reflected combined
    assets, the fund's expenses after May 1, 2000 would be estimated as:
    Management Fees 0.80%, Distribution and Service Fees 0.25%, Other Expenses
    0.05%, and Total Fund Operating Expenses 1.10%.



(12) Under the Distribution Plan and Service Plan, the Portfolio may spend up to
    a total of 0.35% per year of the Portfolio's average daily net assets with
    respect to its Class II Shares. Notwithstanding the foregoing, the
    Portfolio's Board of Trustees currently limits the aggregate amount payable
    under the Distribution Plan and Service Plan to 0.25% per year of the
    Portfolio's average daily net assets with respect to Class II Shares.

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


EXAMPLE



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


<TABLE>
<CAPTION>
                                   If you Surrender your Contract at the       If you annuitize your Contract at the
                                   end of the applicable time period you       end of the applicable time period you
                                   would pay the following expenses on         would pay the following expenses on
                                   a $1,000 investment, assuming a 5%          a $1,000 investment, assuming a 5%
                                   annual return on assets:                    annual return on assets:
SUB-ACCOUNT                         1 YEAR    3 YEARS    5 YEARS    10 YEARS    1 YEAR    3 YEARS    5 YEARS    10 YEARS
<S>                                <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
------------------------------------------------------------------------------------------------------------------------
Money Market                         $ 85       $130       $166       $271       $23        $ 74       $126       $270
------------------------------------------------------------------------------------------------------------------------
Diversified Income                   $ 84       $128       $163       $265       $23        $ 72       $123       $264
------------------------------------------------------------------------------------------------------------------------
Balanced Growth                      $ 86       $133       $171       $281       $24        $ 77       $131       $280
------------------------------------------------------------------------------------------------------------------------
Utilities                            $ 87       $134       $174       $287       $25        $ 78       $134       $287
------------------------------------------------------------------------------------------------------------------------
Dividend Growth                      $ 86       $131       $169       $277       $24        $ 75       $129       $276
------------------------------------------------------------------------------------------------------------------------
Value-Added Market                   $ 85       $130       $167       $272       $24        $ 74       $127       $271
------------------------------------------------------------------------------------------------------------------------
Growth                               $ 89       $140       $184       $307       $27        $ 85       $145       $307
------------------------------------------------------------------------------------------------------------------------
American Opportunities               $ 86       $133       $172       $283       $25        $ 77       $132       $282
------------------------------------------------------------------------------------------------------------------------
Mid-Cap Equity (formerly Mid-Cap
  Growth)                            $ 89       $141       $185       $309       $27        $ 85       $146       $308
------------------------------------------------------------------------------------------------------------------------
Global Equity                        $ 91       $145       $193       $325       $29        $ 90       $154       $324
------------------------------------------------------------------------------------------------------------------------
Developing Growth                    $ 85       $131       $168       $275       $24        $ 75       $128       $274
------------------------------------------------------------------------------------------------------------------------
High Yield                           $ 88       $139       $182       $303       $27        $ 83       $143       $303
------------------------------------------------------------------------------------------------------------------------
Mid-Cap Value                        $ 91       $147       $195       $329       $29        $ 91       $156       $328
------------------------------------------------------------------------------------------------------------------------
Emerging Markets Debt                $ 95       $159       $214       $368       $34        $104       $176       $367
------------------------------------------------------------------------------------------------------------------------
Emerging Markets Equity              $104       $183       $253       $443       $42        $129       $217       $442
------------------------------------------------------------------------------------------------------------------------
Fixed Income                         $ 87       $135       $175       $288       $25        $ 79       $135       $288
------------------------------------------------------------------------------------------------------------------------
Active International Allocation      $104       $183       $254       $443       $42        $129       $217       $443
------------------------------------------------------------------------------------------------------------------------
Strategic Stock                      $ 89       $141       $184       $308       $27        $ 85       $145       $308
------------------------------------------------------------------------------------------------------------------------
Enterprise                           $ 86       $132       $170       $279       $24        $ 76       $130       $278
------------------------------------------------------------------------------------------------------------------------
American Funds Global Growth Fund    $ 87       $135       $175       $288       $25        $ 79       $135       $288
------------------------------------------------------------------------------------------------------------------------
American Funds Global Small
  Capitalization Fund                $ 88       $138       $180       $299       $26        $ 82       $140       $299
------------------------------------------------------------------------------------------------------------------------
American Funds Growth Fund           $ 83       $125       $159       $255       $22        $ 69       $118       $255
------------------------------------------------------------------------------------------------------------------------
American Funds Growth-Income Fund    $ 83       $124       $157       $251       $22        $ 68       $116       $251
------------------------------------------------------------------------------------------------------------------------
American Funds International Fund    $ 86       $131       $169       $277       $24        $ 75       $129       $276
------------------------------------------------------------------------------------------------------------------------
MFS-Registered Trademark- Capital
  Opportunities Series               $ 86       $133       $172       $283       $25        $ 77       $132       $282
------------------------------------------------------------------------------------------------------------------------
MFS-Registered Trademark-
  Emerging Growth Series             $ 86       $131       $169       $276       $24        $ 75       $129       $275
------------------------------------------------------------------------------------------------------------------------
MFS-Registered Trademark- Growth
  Series                             $ 86       $133       $172       $283       $25        $ 77       $132       $282
------------------------------------------------------------------------------------------------------------------------
MFS-Registered Trademark- Growth
  with Income Series                 $ 86       $132       $171       $280       $24        $ 76       $131       $279
------------------------------------------------------------------------------------------------------------------------
MFS-Registered Trademark- Total
  Return Series                      $ 86       $133       $172       $282       $25        $ 77       $132       $281
------------------------------------------------------------------------------------------------------------------------
Franklin Small Cap Fund              $ 88       $138       $180       $299       $26        $ 82       $140       $299
------------------------------------------------------------------------------------------------------------------------
Franklin Strategic Income
  Securities Fund                    $ 85       $128       $164       $267       $23        $ 72       $124       $266
------------------------------------------------------------------------------------------------------------------------
Mutual Shares Securities Fund        $ 88       $137       $178       $296       $26        $ 81       $139       $296
------------------------------------------------------------------------------------------------------------------------
Templeton Developing Markets
  Equity Fund                        $ 93       $152       $204       $347       $31        $ 97       $165       $346
------------------------------------------------------------------------------------------------------------------------
Templeton Growth Securities Fund     $ 88       $140       $183       $305       $27        $ 84       $144       $305
------------------------------------------------------------------------------------------------------------------------

<CAPTION>
                                   If you do not Surrender your
                                   Contract, you would pay the
                                   following expenses on a $1,000
                                   investment, assuming a 5% annual
                                   return on assets:
SUB-ACCOUNT                         1 YEAR    3 YEARS    5 YEARS    10 YEARS
<S>                                <C>        <C>        <C>        <C>
---------------------------------
Money Market                         $24        $ 74       $127       $271
---------------------------------
Diversified Income                   $23        $ 72       $124       $265
---------------------------------
Balanced Growth                      $25        $ 77       $132       $281
---------------------------------
Utilities                            $26        $ 79       $135       $287
---------------------------------
Dividend Growth                      $25        $ 76       $130       $277
---------------------------------
Value-Added Market                   $24        $ 74       $127       $272
---------------------------------
Growth                               $28        $ 85       $145       $307
---------------------------------
American Opportunities               $25        $ 78       $133       $283
---------------------------------
Mid-Cap Equity (formerly Mid-Cap
  Growth)                            $28        $ 86       $146       $309
---------------------------------
Global Equity                        $30        $ 91       $154       $325
---------------------------------
Developing Growth                    $24        $ 75       $129       $275
---------------------------------
High Yield                           $27        $ 84       $143       $303
---------------------------------
Mid-Cap Value                        $30        $ 92       $156       $329
---------------------------------
Emerging Markets Debt                $34        $104       $177       $368
---------------------------------
Emerging Markets Equity              $43        $129       $217       $443
---------------------------------
Fixed Income                         $26        $ 79       $136       $288
---------------------------------
Active International Allocation      $43        $130       $218       $443
---------------------------------
Strategic Stock                      $28        $ 86       $146       $308
---------------------------------
Enterprise                           $25        $ 77       $131       $279
---------------------------------
American Funds Global Growth Fund    $26        $ 79       $136       $288
---------------------------------
American Funds Global Small
  Capitalization Fund                $27        $ 83       $141       $299
---------------------------------
American Funds Growth Fund           $23        $ 70       $119       $255
---------------------------------
American Funds Growth-Income Fund    $22        $ 68       $117       $251
---------------------------------
American Funds International Fund    $25        $ 76       $130       $277
---------------------------------
MFS-Registered Trademark- Capital
  Opportunities Series               $25        $ 78       $133       $283
---------------------------------
MFS-Registered Trademark-
  Emerging Growth Series             $25        $ 76       $129       $276
---------------------------------
MFS-Registered Trademark- Growth
  Series                             $25        $ 78       $133       $283
---------------------------------
MFS-Registered Trademark- Growth
  with Income Series                 $25        $ 77       $131       $280
---------------------------------
MFS-Registered Trademark- Total
  Return Series                      $25        $ 78       $132       $282
---------------------------------
Franklin Small Cap Fund              $27        $ 83       $141       $299
---------------------------------
Franklin Strategic Income
  Securities Fund                    $24        $ 73       $125       $267
---------------------------------
Mutual Shares Securities Fund        $27        $ 82       $140       $296
---------------------------------
Templeton Developing Markets
  Equity Fund                        $32        $ 98       $166       $347
---------------------------------
Templeton Growth Securities Fund     $28        $ 85       $144       $305
-------------------------------------------------------------------------------------
</TABLE>


<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   11
--------------------------------------------------------------------------------


THE FOLLOWING EXAMPLE ASSUMES THE OPTION DEATH BENEFIT IS SELECTED:


<TABLE>
<CAPTION>
                                   If you Surrender your Contract at the       If you annuitize your Contract at the
                                   end of the applicable time period you       end of the applicable time period you
                                   would pay the following expenses on         would pay the following expenses on
                                   a $1,000 investment, assuming a 5%          a $1,000 investment, assuming a 5%
                                   annual return on assets:                    annual return on assets:
SUB-ACCOUNT                         1 YEAR    3 YEARS    5 YEARS    10 YEARS    1 YEAR    3 YEARS    5 YEARS    10 YEARS
<S>                                <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
------------------------------------------------------------------------------------------------------------------------
Money Market                         $ 87       $134       $174       $286       $25        $ 78       $134       $286
------------------------------------------------------------------------------------------------------------------------
Diversified Income                   $ 86       $132       $171       $280       $24        $ 76       $131       $279
------------------------------------------------------------------------------------------------------------------------
Balanced Growth                      $ 88       $137       $178       $296       $26        $ 81       $139       $296
------------------------------------------------------------------------------------------------------------------------
Utilities                            $ 88       $139       $181       $302       $27        $ 83       $142       $302
------------------------------------------------------------------------------------------------------------------------
Dividend Growth                      $ 87       $136       $177       $292       $26        $ 80       $137       $292
------------------------------------------------------------------------------------------------------------------------
Value-Added Market                   $ 87       $134       $174       $287       $25        $ 78       $134       $287
------------------------------------------------------------------------------------------------------------------------
Growth                               $ 90       $145       $191       $322       $29        $ 89       $152       $321
------------------------------------------------------------------------------------------------------------------------
American Opportunities               $ 88       $138       $179       $298       $26        $ 82       $140       $298
------------------------------------------------------------------------------------------------------------------------
Mid-Cap Equity (formerly Mid-Cap
  Growth)                            $ 90       $145       $192       $324       $29        $ 90       $153       $323
------------------------------------------------------------------------------------------------------------------------
Global Equity                        $ 92       $150       $200       $339       $31        $ 95       $161       $339
------------------------------------------------------------------------------------------------------------------------
Developing Growth                    $ 87       $135       $176       $290       $25        $ 79       $136       $290
------------------------------------------------------------------------------------------------------------------------
High Yield                           $ 90       $143       $189       $318       $28        $ 88       $150       $317
------------------------------------------------------------------------------------------------------------------------
Mid-Cap Value                        $ 92       $151       $202       $343       $31        $ 96       $163       $342
------------------------------------------------------------------------------------------------------------------------
Emerging Markets Debt                $ 97       $163       $221       $382       $35        $108       $183       $381
------------------------------------------------------------------------------------------------------------------------
Emerging Markets Equity              $105       $187       $260       $455       $44        $133       $224       $455
------------------------------------------------------------------------------------------------------------------------
Fixed Income                         $ 88       $139       $182       $303       $27        $ 83       $143       $303
------------------------------------------------------------------------------------------------------------------------
Active International Allocation      $105       $187       $261       $456       $44        $134       $224       $455
------------------------------------------------------------------------------------------------------------------------
Strategic Stock                      $ 90       $145       $192       $323       $29        $ 89       $153       $322
------------------------------------------------------------------------------------------------------------------------
Enterprise                           $ 87       $136       $178       $294       $26        $ 81       $138       $294
------------------------------------------------------------------------------------------------------------------------
American Funds Global Growth Fund    $ 88       $139       $182       $303       $27        $ 83       $143       $303
------------------------------------------------------------------------------------------------------------------------
American Funds Global Small
  Capitalization Fund                $ 89       $142       $187       $314       $28        $ 87       $148       $313
------------------------------------------------------------------------------------------------------------------------
American Funds Growth Fund           $ 85       $130       $166       $271       $23        $ 74       $126       $270
------------------------------------------------------------------------------------------------------------------------
American Funds Growth-Income Fund    $ 85       $128       $164       $267       $23        $ 72       $124       $266
------------------------------------------------------------------------------------------------------------------------
American Funds International Fund    $ 87       $136       $177       $292       $26        $ 80       $137       $292
------------------------------------------------------------------------------------------------------------------------
MFS-Registered Trademark- Capital
  Opportunities Series               $ 88       $138       $179       $298       $26        $ 82       $140       $298
------------------------------------------------------------------------------------------------------------------------
MFS-Registered Trademark-
  Emerging Growth Series             $ 87       $136       $176       $291       $26        $ 80       $136       $291
------------------------------------------------------------------------------------------------------------------------
MFS-Registered Trademark- Growth
  Series                             $ 88       $138       $179       $298       $26        $ 82       $140       $298
------------------------------------------------------------------------------------------------------------------------
MFS-Registered Trademark- Growth
  with Income Series                 $ 87       $137       $178       $295       $26        $ 81       $138       $295
------------------------------------------------------------------------------------------------------------------------
MFS-Registered Trademark- Total
  Return Series                      $ 88       $137       $179       $297       $26        $ 81       $139       $297
------------------------------------------------------------------------------------------------------------------------
Franklin Small Cap Fund              $ 89       $142       $187       $314       $28        $ 87       $148       $313
------------------------------------------------------------------------------------------------------------------------
Franklin Strategic Income
  Securities Fund                    $ 86       $133       $172       $282       $25        $ 77       $132       $281
------------------------------------------------------------------------------------------------------------------------
Mutual Shares Securities Fund        $ 89       $141       $186       $311       $28        $ 86       $147       $310
------------------------------------------------------------------------------------------------------------------------
Templeton Developing Markets
  Equity Fund                        $ 94       $157       $211       $361       $33        $102       $173       $360
------------------------------------------------------------------------------------------------------------------------
Templeton Growth Securities Fund     $ 90       $144       $190       $320       $28        $ 89       $151       $319
------------------------------------------------------------------------------------------------------------------------

<CAPTION>
                                   If you do not Surrender your
                                   Contract, you would pay the
                                   following expenses on a $1,000
                                   investment, assuming a 5% annual
                                   return on assets:
SUB-ACCOUNT                         1 YEAR    3 YEARS    5 YEARS    10 YEARS
<S>                                <C>        <C>        <C>        <C>
---------------------------------
Money Market                         $26        $ 79       $135       $286
---------------------------------
Diversified Income                   $25        $ 77       $131       $280
---------------------------------
Balanced Growth                      $27        $ 82       $140       $296
---------------------------------
Utilities                            $27        $ 84       $143       $302
---------------------------------
Dividend Growth                      $26        $ 81       $138       $292
---------------------------------
Value-Added Market                   $26        $ 79       $135       $287
---------------------------------
Growth                               $29        $ 90       $153       $322
---------------------------------
American Opportunities               $27        $ 82       $141       $298
---------------------------------
Mid-Cap Equity (formerly Mid-Cap
  Growth)                            $30        $ 90       $154       $324
---------------------------------
Global Equity                        $31        $ 95       $162       $339
---------------------------------
Developing Growth                    $26        $ 80       $137       $290
---------------------------------
High Yield                           $29        $ 89       $151       $318
---------------------------------
Mid-Cap Value                        $32        $ 96       $164       $343
---------------------------------
Emerging Markets Debt                $36        $109       $184       $382
---------------------------------
Emerging Markets Equity              $44        $134       $224       $455
---------------------------------
Fixed Income                         $27        $ 84       $143       $303
---------------------------------
Active International Allocation      $44        $134       $225       $456
---------------------------------
Strategic Stock                      $29        $ 90       $153       $323
---------------------------------
Enterprise                           $26        $ 81       $139       $294
---------------------------------
American Funds Global Growth Fund    $27        $ 84       $143       $303
---------------------------------
American Funds Global Small
  Capitalization Fund                $28        $ 87       $149       $314
---------------------------------
American Funds Growth Fund           $24        $ 74       $127       $271
---------------------------------
American Funds Growth-Income Fund    $24        $ 73       $125       $267
---------------------------------
American Funds International Fund    $26        $ 81       $138       $292
---------------------------------
MFS-Registered Trademark- Capital
  Opportunities Series               $27        $ 82       $141       $298
---------------------------------
MFS-Registered Trademark-
  Emerging Growth Series             $26        $ 80       $137       $291
---------------------------------
MFS-Registered Trademark- Growth
  Series                             $27        $ 82       $141       $298
---------------------------------
MFS-Registered Trademark- Growth
  with Income Series                 $27        $ 82       $139       $295
---------------------------------
MFS-Registered Trademark- Total
  Return Series                      $27        $ 82       $140       $297
---------------------------------
Franklin Small Cap Fund              $28        $ 87       $149       $314
---------------------------------
Franklin Strategic Income
  Securities Fund                    $25        $ 78       $132       $282
---------------------------------
Mutual Shares Securities Fund        $28        $ 86       $147       $311
---------------------------------
Templeton Developing Markets
  Equity Fund                        $34        $102       $173       $361
---------------------------------
Templeton Growth Securities Fund     $29        $ 89       $152       $320
-----------------------------------------------------------------------------------------------
</TABLE>

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

HIGHLIGHTS

HOW DO I PURCHASE THIS ANNUITY?

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

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

WHAT TYPE OF SALES CHARGE WILL I PAY?

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

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

You won't be charged a Contingent Deferred Sales Charge on:
x  The Annual Withdrawal Amount

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

x  Distributions made due to death

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

IS THERE AN ANNUAL MAINTENANCE FEE?

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

WHAT CHARGES WILL I PAY ON AN ANNUAL BASIS?

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

A mortality and expense risk charge that is subtracted daily and is equal to an
annual charge of 1.35% of your Contract Value invested in the Portfolios.

The second type of charge is the fee you pay for the Separate Account. This
charge is:

An administrative fee of .15% per year of the Contract Values held in the
Separate Account.

The third type of charge is the fee you pay for the Portfolios. See the Annual
Fund Operating Expenses table for more complete information and the Portfolios'
prospectuses accompanying this prospectus.

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

CAN I TAKE OUT ANY OF MY MONEY?


You may Surrender all or part of the amounts you have invested at any time
before we start making Annuity Payouts. Once Annuity Payouts begin, you may take
full or partial Surrenders under the Payments for a Period Certain, Life Annuity
with Payments for a Period Certain or the Joint and Last Survivor Annuity with
Payments for a Period Certain Annuity Options, but only if you selected the
variable dollar amount Annuity Payouts.



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



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


WILL HARTFORD PAY A DEATH BENEFIT?


Your Contract has a Death Benefit which is equal to the amount payable under the
standard Death Benefit or the Interest Accumulation Death Benefit ("Optional
Death Benefit"). We pay the Death Benefit if the Contract Owner, joint owner or
Annuitant, die before we begin to make annuity payments. The Death Benefit
amount will remain invested in the Sub-Accounts according to your last
instructions and will fluctuate with the performance of the underlying Funds.


If you do not elect the Optional Death Benefit, the Death Benefit will be the
greater of:

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

- The Contract Value of your annuity, or

- Your Maximum Anniversary Value, which is described below.
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HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   13
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The Maximum Anniversary Value is based on a series of calculations on Contract
Anniversaries of Contract Values, Premium Payments and partial Surrenders. We
will calculate an Anniversary Value for each Contract Anniversary prior to the
deceased's 81st birthday or date of death, whichever is earlier. The Anniversary
Value is equal to the Contract Value as of a Contract Anniversary, increased by
the dollar amount of any Premium Payments made since that anniversary and
reduced by the dollar amount of any partial Surrenders since that anniversary.
The Maximum Anniversary Value is equal to the greatest Anniversary Value
attained from this series of calculations.


If you elect the Optional Death Benefit at an additional charge, the Death
Benefit will be the greater of:



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


- The Contract Value of your annuity;

- Your Maximum Anniversary Value or

- Your Interest Accumulation Value.

Assuming you have not taken any Surrenders, your Interest Accumulation Value is
calculated by accumulating interest on your Premium Payments at a rate of 5% per
year up to the deceased's 81st birthday or date of death, whichever is earlier.
If you have taken any Surrenders, the 5% will be accumulated on your Premium
Payments, but we will make an adjustment for any of the Surrenders. This
adjustment will reduce the Death Benefit under the Optional Death Benefit
proportionally for the Surrenders. The Death Benefit under the Optional Death
Benefit is limited to a maximum of 200% of Premium Payments, less proportional
adjustments for any Surrenders. For examples on how the Optional Death Benefit
is calculated see "Appendix II". If you elect the Optional Death Benefit, we
will deduct an additional charge on a daily basis which is equal to an annual
charge of .15% of your Contract Value invested in the Portfolios.

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


If you elect the Optional Death Benefit at any time after you purchase your
Annuity, the Optional Death Benefit calculation will be different.


WHAT ANNUITY PAYOUT OPTIONS ARE AVAILABLE?

When it comes time for us to make payouts, you may choose one of the following
Annuity Payout Options: Life Annuity, Life Annuity with Cash Refund, Life
Annuity with Payments for a Period Certain, Joint and Last Survivor Life
Annuity, Joint and Last Survivor Life Annuity with Payments for a Period Certain
and Payments for a Period Certain. We may make other Annuity Payout Options
available at any time.


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


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

HARTFORD LIFE AND ANNUITY INSURANCE COMPANY

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

                               HARTFORD'S RATINGS

<TABLE>
<CAPTION>
                        EFFECTIVE DATE
    RATING AGENCY         OF RATING       RATING          BASIS OF RATING
<S>                     <C>              <C>        <C>
--------------------------------------------------------------------------------
 A.M. Best and
 Company, Inc.               1/1/99         A+      Financial performance
--------------------------------------------------------------------------------
 Standard & Poor's           8/1/99        AA       Insurer financial strength
--------------------------------------------------------------------------------
 Duff & Phelps               7/1/99        AA+      Claims paying ability
--------------------------------------------------------------------------------
</TABLE>

SEPARATE ACCOUNT

The Separate Account is where we set aside and invest the assets of some of our
annuity contracts, including this Contract. The Separate Account was established
on June 22, 1994 and is registered as a unit investment trust under the
Investment Company Act of 1940. This registration does not involve supervision
by the SEC of the management or the investment practices of the Separate Account
or Hartford. The Separate Account meets the definition of "Separate Account"
under federal securities law.
<PAGE>
14                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
--------------------------------------------------------------------------------
This Separate Account holds only assets for variable annuity contracts. The
Separate Account:

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

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

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

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

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

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

THE PORTFOLIOS
--------------------------------------------------------------------------------


The underlying investment for the Contracts are shares of the portfolios or
funds of Morgan Stanley Dean Witter Select Dimensions Investment Series, The
Universal Institutional Funds, Inc., Van Kampen Life Investment Trust, American
Funds Insurance Series, MFS-Registered Trademark- Variable Insurance Trust-SM-,
and Franklin Templeton Variable Insurance Products Trust, all open-ended
management investment companies. The underlying portfolios or funds
corresponding to each Sub-Account and their investment objectives are described
below. Hartford reserves the right, subject to compliance with the law, to offer
additional portfolios with differing investment objectives. The portfolios may
not be available in all states.



We do not guarantee the investment results of any of the underlying portfolios
or funds. Since each underlying portfolio has different investment objectives,
each is subject to different risks. These risks and the portfolio's expenses are
more fully described in the accompanying Funds' prospectuses and the Statements
of Additional Information. The Funds' prospectuses should be read in conjunction
with this Prospectus before investing.



MORGAN STANLEY DEAN WITTER SELECT DIMENSIONS INVESTMENT SERIES:


MONEY MARKET PORTFOLIO -- Seeks high current income, preservation of capital and
liquidity by investing in the following money market instruments: U.S.
Government securities, obligations of U.S. regulated banks and savings
institutions having total assets of more than $1 billion, or less than $1
billion if such are fully federally insured as to principal (the interest may
not be insured), repurchase agreements and high grade corporate debt obligations
maturing in thirteen months or less.


DIVERSIFIED INCOME PORTFOLIO -- Seeks, as a primary objective, to earn a high
level of current income and, as a secondary objective, to maximize total return,
but only to the extent consistent with its primary objective, by equally
allocating its assets among three separate groupings of fixed-income securities.
Up to one-third of the securities in which the Diversified Income Portfolio may
invest will include securities rated Baa/BBB or lower. See the Special
Considerations for investments for high yield securities disclosed in the Fund's
prospectus.


BALANCED GROWTH PORTFOLIO -- Seeks to provide capital growth with reasonable
current income by investing, under normal market conditions, at least 60% of its
total assets in a diversified portfolio of common stocks of companies which have
a record of paying dividends and, in the opinion of the Investment Manager, have
the potential for increasing dividends and in securities convertible into common
stock, and at least 25% of its total assets in investment grade fixed-income
(fixed-rate and adjustable-rate) securities such as corporate notes and bonds
and obligations issued or guaranteed by the U.S. Government, its agencies and
its instrumentalities.

UTILITIES PORTFOLIO -- Seeks to provide both capital appreciation and current
income.

DIVIDEND GROWTH PORTFOLIO -- Seeks to provide reasonable current income and
long-term growth of income and capital by investing primarily in common stock of
companies with a record of paying dividends and the potential for increasing
dividends.

VALUE-ADDED MARKET PORTFOLIO -- Seeks to achieve a high level of total return on
its assets through a combination of capital appreciation and current income, by
investing, on an equally-weighted basis, in a diversified portfolio of common
stocks of the companies which are represented in the Standard & Poor's 500
Composite Stock Price Index.

GROWTH PORTFOLIO -- Seeks long-term growth of capital by investing primarily in
common stocks and securities convertible into common stocks issued by domestic
and foreign companies.


AMERICAN OPPORTUNITIES PORTFOLIO -- Seeks long-term capital growth consistent
with an effort to reduce volatility, by investing principally in common stock of
companies in industries which, at the time of the investment, are believed to be
attractively valued given their above average relative earnings growth potential
at that time.



MID-CAP EQUITY PORTFOLIO -- Seeks long-term capital growth by investing
primarily in equity securities of medium sized companies (that is, companies
whose equity market capitalization falls within the range of companies
comprising the S & P 400 Index).


GLOBAL EQUITY PORTFOLIO -- Seeks to obtain total return on its assets primarily
through long-term capital growth and, to a lesser
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   15
--------------------------------------------------------------------------------
extent, from income, through investments in all types of common stocks and
equivalents (such as convertible securities and warrants), preferred stocks and
bonds and other debt obligations of domestic and foreign companies, governments
and international organizations.

DEVELOPING GROWTH PORTFOLIO -- Seeks long-term capital growth by investing
primarily in common stocks of smaller and medium-sized companies that, in the
opinion of the Investment Manager, have the potential for growing more rapidly
than the economy and which may benefit from new products or services,
technological developments or changes in management.


THE UNIVERSAL INSTITUTIONAL FUNDS, INC.:


HIGH YIELD PORTFOLIO -- Seeks above-average total return over a market cycle of
three to five years by investing primarily in high yield securities (commonly
referred to as "junk bonds"). The Portfolio also may invest in investment grade
fixed income securities, including U.S. Government securities, corporate bonds
and mortgage securities. The Portfolio may invest to a limited extent in foreign
fixed income securities, including emerging market securities. The Investment
Adviser may use futures, swaps and other types of derivatives in managing the
Portfolio.


MID-CAP VALUE PORTFOLIO -- Seeks above-average total return over a market cycle
of three to five years by investing in common stocks of companies with
capitalizations in the range of companies included in the S&P MidCap 400 Index
(currently $500 million to $6 billion). The Portfolio purchases stocks that
typically do not pay dividends. The Investment Adviser analyzes securities to
identify stocks that are undervalued, and measures the relative attractiveness
of the Portfolio's current holdings against potential purchases.


EMERGING MARKETS DEBT PORTFOLIO -- Seeks high total return by investing
primarily in fixed income securities of government and government-related
issuers and, to a lesser extent, of corporate issuers located in emerging market
countries. The Investment Adviser seeks high total return by investing in a
portfolio of emerging market debt that offers low correlation to many other
asset classes. Using macroeconomic and fundamental analysis, the Investment
Adviser seeks to identify developing countries that are undervalued and have
attractive or improving fundamentals. After the country allocation is
determined, the sector and security selection is made within each county.

EMERGING MARKETS EQUITY PORTFOLIO -- Seeks long-term capital appreciation by
investing primarily in equity securities of issuers in emerging market
countries. The Investment Adviser seeks to maximize returns by investing in
growth-oriented equity securities in emerging markets. The Investment Adviser's
investment approach combines top-down country allocation with bottom-up stock
selection. Investment selection criteria include attractive growth
characteristics, reasonable valuations and managements with a strong shareholder
value orientation.

FIXED INCOME PORTFOLIO -- Seeks above-average total return over a market cycle
of three to five years by investing primarily in a diversified mix of dollar
denominated investment grade fixed income securities, particularly U.S.
Government, corporate and mortgage securities. The Portfolio ordinarily will
maintain an average weighted maturity in excess of five years. The Portfolio may
invest opportunistically in non-dollar denominated securities and below
investment grade securities; and it may use futures, swaps and other types of
derivatives in managing the Portfolio.

ACTIVE INTERNATIONAL ALLOCATION PORTFOLIO -- Seeks long-term capital
appreciation by investing primarily in accordance with country and sector
weightings determined by the investment adviser in equity securities of non-U.S.
issuers which, in the aggregate, replicate broad-market indices. The Investment
Adviser seeks to maintain a diversified portfolio of international equity
securities based on a top-down approach that emphasizes country and sector
selection and weighting rather than individual stock selection. The Investment
Adviser capitalizes on the significance of country and sector selection in
international equity portfolio returns by over and underweighting countries
based on three factors: (i) valuation; (ii) fundamental change; and
(iii) short-term market momentum/technicals.


VAN KAMPEN LIFE INVESTMENT TRUST:


STRATEGIC STOCK PORTFOLIO -- Seeks an above average total return through a
combination of potential capital appreciation and dividend income, consistent
with the preservation of invested capital. Under normal market conditions, the
Portfolio's investment adviser seeks to achieve the investment objectives by
investing in a portfolio of high dividend yielding equity securities of
companies included in the Dow Jones Industrial Average or in the Morgan Stanley
Capital International USA Index.

ENTERPRISE PORTFOLIO -- Seeks capital appreciation through investments in
securities believed by the Portfolio's investment adviser to have above average
potential for capital appreciation.


AMERICAN FUNDS INSURANCE SERIES:



AMERICAN FUNDS GLOBAL GROWTH FUND -- Seeks long-term growth of capital by
investing primarily in common stocks of issuers domiciled around the world.



AMERICAN FUNDS GLOBAL SMALL CAPITALIZATION FUND -- Seeks long-term growth of
capital by investing primarily in equity securities of smaller companies located
around the world that typically have market capitalizations of $50 million to
$1.5 billion.



AMERICAN FUNDS GROWTH FUND -- Seeks long-term growth of capital by investing
primarily in common stocks which demonstrate the potential for appreciation.



AMERICAN FUNDS GROWTH-INCOME FUND -- Seeks growth of capital and income by
investing primarily in common stocks or other securities which demonstrate the
potential for appreciation and/or dividends.



AMERICAN FUNDS INTERNATIONAL FUND -- Seeks long-term growth of capital by
investing primarily in common stocks of issuers domiciled outside of the United
States.

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16                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
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MFS-REGISTERED TRADEMARK- VARIABLE INSURANCE TRUST:



MFS-REGISTERED TRADEMARK- CAPITAL OPPORTUNITIES SERIES -- Seeks capital
appreciation.



MFS-REGISTERED TRADEMARK- EMERGING GROWTH SERIES -- Seeks to provide long-term
growth of capital.



MFS-REGISTERED TRADEMARK- GROWTH SERIES -- Seeks to provide long-term growth of
capital and future income rather than current income.



MFS-REGISTERED TRADEMARK- GROWTH WITH INCOME SERIES -- Seeks to provide
reasonable current income and long-term growth of capital and income.



MFS-REGISTERED TRADEMARK- TOTAL RETURN SERIES -- Seeks primarily to provide
above-average income (compared to a portfolio invested in equity securities)
consistent with the prudent employment of capital, and secondarily to provide a
reasonable opportunity for growth of capital and income.



FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST:



FRANKLIN SMALL CAP FUND -- Seeks long-term capital growth.



FRANKLIN STRATEGIC INCOME SECURITIES FUND -- Seeks to earn a high level of
current income. Its secondary goal is long-term capital appreciation.



MUTUAL SHARES SECURITIES FUND -- Seeks capital appreciation. Its secondary goal
is income.



TEMPLETON DEVELOPING MARKETS SECURITIES FUND -- Seeks long-term capital
appreciation.



TEMPLETON GROWTH SECURITIES FUND -- Seeks long-term capital growth.


THE INVESTMENT ADVISERS


Morgan Stanley Dean Witter Advisors Inc. ("MSDW Advisors"), a Delaware
Corporation, whose address is Two World Trade Center, New York, New York 10048,
is the Investment Manager for the Money Market Portfolio, the North American
Government Securities Portfolio, the Diversified Income Portfolio, the Balanced
Growth Portfolio, the Utilities Portfolio, the Dividend Growth Portfolio, the
Value-Added Market Portfolio, the Growth Portfolio, the American Value
Portfolio, the Mid-Cap Equity Portfolio, the Global Equity Portfolio, the
Developing Growth Portfolio, and the Emerging Markets Portfolio of the Morgan
Stanley Dean Witter Select Dimensions Investment Series (the "Morgan Stanley
Dean Witter Portfolios"). MSDW Advisors was incorporated in July, 1992 and is a
wholly-owned subsidiary of Morgan Stanley Dean Witter & Co. ("MSDW"). Morgan
Stanley Dean Witter Portfolios offer both Class X and Class Y shares. Only
Class Y shares are available in this Contract.


MSDW Advisors provides administrative services, manages the Morgan Stanley Dean
Witter Portfolios' business affairs and manages the investment of the Morgan
Stanley Dean Witter Portfolios' assets, including the placing of orders for the
purchase and sales of portfolio securities. MSDW Advisors has retained Morgan
Stanley Dean Witter Services Company Inc., its wholly-owned subsidiary, to
perform the aforementioned administrative services for the Morgan Stanley Dean
Witter Portfolios. For its services, the Morgan Stanley Dean Witter Portfolios
pay MSDW Advisors a monthly fee. See the accompanying Fund prospectus for a more
complete description of MSDW Advisors and the respective fees of the Morgan
Stanley Dean Witter Portfolios.


With regard to the Mid-Cap Equity Portfolio, TCW Investment Management Company
("TCW"), under a Sub-Advisory Agreement with MSDW Advisors, provides these
Portfolios with investment advice and portfolio management, in each case subject
to the overall supervision of the MSDW Advisors. TCW's address is 865 South
Figueroa Street, Suite 1800, Los Angeles, California 90017.


With regard to the Growth Portfolio, Morgan Stanley Dean Witter Investment
Management Inc. ("MSDW Investment Management"),* under a Sub-Advisory Agreement
with MSDW Advisors, provides the Growth Portfolio with investment advice and
portfolio management, subject to the overall supervision of MSDW Advisors. MSDW
Investment Management, like MSDW Advisors, is a wholly-owned subsidiary of MSDW.
MSDW Investment Management's address is 1221 Avenue of the Americas, New York,
New York 10020.

In addition to acting as the Sub-Adviser for the Growth Portfolio, MSDW
Investment Management, pursuant to an Investment Advisory Agreement with The
Universal Institutional Funds, Inc., is the investment adviser for the Emerging
Markets Debt Portfolio, Emerging Markets Equity Portfolio and Active
International Allocation Portfolio. As the investment adviser, MSDW Investment
Management, provides investment advice and portfolio management services for the
Emerging Markets Debt, Emerging Markets Equity and Active International
Allocation Portfolios, subject to the supervision of The Universal Institutional
Fund's Board of Directors.

The investment adviser for the High Yield Portfolio, Fixed Income Portfolio, and
the Mid Cap Value Portfolio is Miller Anderson & Sherrerd, LLP ("MAS"). MAS is a
Pennsylvania limited liability partnership founded in 1969 with its principal
offices at One Tower Bridge, West Conshohocken, Pennsylvania 19428. MAS provides
investment advisory services to employee benefit plans, endowment portfolios,
foundations and other institutional investors and has served as an investment
adviser to several open-end investment companies. MAS is an indirect wholly-
owned subsidiary of MSDW.

The Investment Adviser with respect to the Strategic Stock Portfolio and the
Enterprise Portfolio is Van Kampen Asset Management Inc., a wholly owned
subsidiary of Van Kampen Investments Inc. Van Kampen Investments Inc. is an
indirect wholly owned subsidiary of MSDW. Van Kampen Investments Inc. is a
diversified asset management company with more than two million retail investor
accounts, extensive capabilities for managing

*   On December 1, 1998, Morgan Stanley Asset Management Inc. changed its name
    to Morgan Stanley Dean Witter Investment Management Inc. but continues to do
    business in certain instances using the name Morgan Stanley Asset
    Management.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   17
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institutional portfolios, and more than $90 billion under management or
supervision as of December 31, 1999. Van Kampen Investments Inc.'s more than 50
open-end and 39 closed-end funds and more than 2,700 unit investment trusts are
professionally distributed by leading authorized dealers nationwide. The Van
Kampen Life Investment Trust offers Class I and Class II shares. Only Class II
shares are available in this Contract.



The American Fund Global Growth Fund, American Funds Global Small Capitalization
Fund, American Funds Growth Fund, American Funds Growth-Income Fund and American
Funds International Fund are all part of American Funds Insurance Series.
American Funds Insurance Seriesis a fully managed, diversified, open-end
investment company organized as a Massachusetts business trust in 1983. American
Funds Insurance Seriesoffers two classes of fund shares: Class 1 shares and
Class 2 shares. This Annuity invests only in Class 2 shares of American Funds
Insurance Series. The investment adviser for each of the funds of American Funds
Insurance Seriesis Capital Research and Management Company located at 333 South
Hope Street, Los Angeles, California 90071. Capital Research and Management
Company is a wholly owned subsidiary of The Capital Group Companies, Inc.



The MFS-Registered Trademark- Capital Opportunities Series, MFS-Registered
Trademark- Emerging Growth Series, MFS-Registered Trademark- Growth Series,
MFS-Registered Trademark- Growth with Income Series, MFS-Registered Trademark-
Total Return Seriesare series of the MFS-Registered Trademark- Variable
Insurance Trust-SM-. The MFS Variable Insurance Trust-SM- is a professionally
managed open-end management investment company. The MFS Variable Insurance
Trust-SM- is registered as a Massachusetts business trust. MFS Investment
Management-Registered Trademark- serves as the investment adviser to each of the
Seriesof the MFS-Registered Trademark- Variable Insurance Trust-SM-. MFS
Investment Management-Registered Trademark- is located at 500 Boylston Street,
Boston, Massachusetts 02116.



Franklin Small Cap Fund, Franklin Strategic Income Securities Fund, Mutual
Shares Securities Fund, Templeton Developing Markets Securities Fund, and
Templeton Growth Securities Fund are all part of the Franklin Templeton Variable
Insurance Products Trust. The Franklin Templeton Variable Insurance Products
Trust is an open-end managed investment company which was organized as a
Massachusetts business trust on April 26, 1988. Franklin Templeton Variable
Insurance Products Trust currently offers Class 1 and Class 2 shares. Class 2
shares of each Fund are available in this Annuity, except that Class 1 shares of
Franklin Strategic Income Securities Fund and Templeton Developing Markets
Securities Fund are available. The investment manager of the Franklin Small Cap
Fund and the Franklin Strategic Income Securities Fund is Franklin
Advisers, Inc. located at 777 Mariners Island Blvd. P.O. Box 7777, San Mateo,
California 94403-777. The investment manager of Mutual Shares Securities Fund is
Franklin Mutual Advisers, LLC, located at 51 John F. Kennedy Parkway, Short
Hills, New Jersey, 07078. The investment manager of Templeton Growth Securities
Fund is Templeton Global Advisers Limited, located at Lyford Cay, Nassau, N.P.
Bahamas. The investment manager of Templeton Developing Markets Securities Fund
is Templeton Asset Management Ltd., located at 7 Temasek Blvd. #38-03, Suntec
Tower One, Singapore, 038987.


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

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

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

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

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

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

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

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

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

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

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

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

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

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

When a Sub-Account advertises its STANDARDIZED TOTAL RETURN, it will usually be
calculated since the inception of the Separate Account for one year, five years,
and ten years or some other relevant periods if the Sub-Account has not been in
existence for at least ten years. Total return is measured by comparing the
value of an investment in the Sub-Account at the beginning of the relevant
period to the value of the investment at the end of the period.

The Separate Account may also advertise NON-STANDARD TOTAL RETURNS THAT PRE-DATE
THE INCEPTION DATE OF THE SEPARATE ACCOUNT. These non-standardized total returns
are calculated by assuming that the Sub-Accounts have been in existence for the
same periods as the underlying Portfolios and by taking deductions for charges
equal to those currently assessed against the Sub-Accounts. These
non-standardized returns must be accompanied by standardized total returns. No
yield disclosure for periods prior to the date of the Separate Account will be
used without the yield disclosure for periods as of the date of the inception of
the Separate Account.

If applicable, the Sub-Accounts may advertise YIELD IN ADDITION TO TOTAL RETURN.
The yield will be computed in the following manner: The net investment income
per unit earned during a

recent one month period is divided by the unit value on the last day of the
period. This figure includes the recurring charges at the Separate Account level
including the Annual Maintenance Fee.

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

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

THE FIXED ACCOUNT
--------------------------------------------------------------------------------

IMPORTANT INFORMATION YOU SHOULD KNOW: THIS PORTION OF THE PROSPECTUS 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
1940 ACT. THE FIXED ACCOUNT OR ANY OF ITS INTERESTS ARE NOT SUBJECT TO THE
PROVISIONS OR RESTRICTIONS OF THE 1933 ACT OR THE 1940 ACT, AND THE STAFF OF THE
SECURITIES AND EXCHANGE COMMISSION HAS NOT REVIEWED THE DISCLOSURE REGARDING THE
FIXED ACCOUNT. 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 our General Account assets. We invest the assets of the General Account
according to the laws governing the investments of insurance company General
Accounts.

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

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

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


DOLLAR COST AVERAGING PLUS ("DCA") PROGRAMS -- Currently, you may enroll in a
special pre-authorized transfer program known as our DCA Plus Program (the
"Program"). Under this Program, Contract Owners who enroll may allocate a
minimum of $5,000 of their Premium Payment into the Program (we may allow a
lower minimum Premium Payment for qualified plan transfers or rollovers,
including IRAs) and pre-authorize transfers to any of the Sub-Accounts under
either the 6-Month Transfer Program or 12-Month Transfer Program. The 6-Month
Transfer Program and the 12-Month Transfer Program will generally have different
credited interest rates. Currently, the 6-Month and 12-Month Transfer Programs
are credited the same interest rate as the Fixed Account. At some time in the
future, Hartford may offer interest rates specific to the transfer programs.


Under the 6-Month Transfer Program, the interest rate can accrue up to 6 months
and all Premium Payments and accrued interest must be transferred from the
Program to the selected Sub-Accounts in 3 to 6 months. Under the 12-Month
Transfer Program, the interest rate can accrue up to 12 months and all Premium
Payments and accrued interest must be transferred to the selected Sub-Accounts
in 7 to 12 months. This will be accomplished by monthly transfers for the period
selected and a final transfer of the entire amount remaining in the Program.

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

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

We reserve the right to discontinue, modify or amend the Program or any other
interest rate program we establish. Any change to the Program will not affect
Contract Owners currently enrolled in the Program.


You may only have one DCA program in place at one time. There is no charge for
Dollar Cost Averaging.


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

PURCHASES AND CONTRACT VALUE

WHAT TYPES OF CONTRACTS ARE AVAILABLE?

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

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

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

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

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

- Certain eligible deferred compensation plans as defined in Section 457 of the
  Code.

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

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

HOW DO I PURCHASE A CONTRACT?

You may purchase a Contract by completing and submitting an application or an
order request along with an initial Premium Payment. For most Contracts, the
minimum Premium Payment is $1,000. For additional Premium Payments, the minimum
Premium Payment is $500. Under certain situations, we may allow
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20                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
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smaller Premium Payments, for example, if you enroll in our Automatic Additions
Program or are part of certain tax qualified retirement plans. Prior approval is
required for Premium Payments of $1,000,000 or more. For Contracts issued in
Oregon, Premium Payments will only be accepted prior to the third Contract
Anniversary. For Contracts issued in Massachusetts, subsequent Premium Payments
will only be accepted until the Annuitant's 63rd birthday or the third Contract
Anniversary, whichever is later. We will send you a confirmation notice upon
receipt and acceptance of your Premium Payment.

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

HOW ARE PREMIUM PAYMENTS APPLIED TO MY CONTRACT?

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

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

CAN I CANCEL MY CONTRACT AFTER I PURCHASE IT?

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

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

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

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

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

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

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

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

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

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

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

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

CAN I TRANSFER FROM ONE SUB-ACCOUNT TO ANOTHER?

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

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

- Require a minimum time period between each transfer,

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

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

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

Some states may have different restrictions.

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

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

- An amount equal to the largest previous transfer.

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

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

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

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

- By calling us at (860) 862-6668.

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

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

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

We will send you a confirmation when we process your transfer. You are
responsible for verifying transfer confirmations and promptly advising us of any
errors within 30 days of receiving the confirmation.

Telephone or Internet transfer requests may currently only be cancelled by
calling us at (860) 862-6668 before the close of the New York Stock Exchange.

Hartford, our agents or our affiliates are not responsible for losses resulting
from telephone or electronic requests that we believe are genuine. We will use
reasonable procedures to confirm that instructions received by telephone or
through our website are genuine, including a requirement that contract owners
provide certain identification information, including a personal identification
number. We record all telephone transfer instructions. We reserve the right to
suspend, modify, or terminate telephone or electronic transfer privileges at any
time.

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

CHARGES AND FEES

There are 6 charges and fees associated with the Contract; and the Optional
Death Benefit Charge:

1.  THE CONTINGENT DEFERRED SALES CHARGE

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

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

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

For example, you made an initial Premium Payment of $10,000 five years ago and
an additional Premium Payment of $20,000 one year ago. If you request a partial
withdrawal of $15,000 and you have not taken your Annual Withdrawal Amount for
the year, we will deduct a CDSC as follows.

- Hartford will Surrender the Annual Withdrawal Amount which is equal to 15% of
  your total Premium Payments or $4,500 without charging a CDSC.

- We will then Surrender the Premium Payments that have been in the Annuity the
  longest.

- That means we would Surrender the entire $10,000 initial Premium Payment and
  deduct a CDSC of 4% on that amount or $400.00.

- The remaining $500 will come from the additional Premium Payment made one year
  ago and we will deduct a CDSC of 7% of the $500 or $35.00.

- Your CDSC is $435.00

If you have any questions about these charges, please contact your financial
adviser or Hartford.

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

- ANNUAL WITHDRAWAL AMOUNT -- During the first seven years from each Premium
  Payment, you may, each Contract Year, take partial Surrenders up to 15% of the
  total Premium Payments. If you do not take 15% one year, you may not take more
  than 15% the next year. These amounts are different for Contracts issued to a
  Charitable Remainder Trust.

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

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

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

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

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

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

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

- Upon cancellation during the Right to Cancel Period

- SURRENDER ORDER -- During the first seven Contract Years all Surrenders in
  excess of the Annual Withdrawal Amount will be taken first from Premium
  Payments, then from earnings. Surrenders from Premium Payments in excess of
  the Annual Withdrawal Amount will be subject to a Contingent Deferred Sales
  Charge.

- After the Seventh Contract Year, all Surrenders in excess of the Annual
  Withdrawal Amount will be taken first from earnings, then from Premium
  Payments held in your Contract for more than seven years and then from Premium
  Payments invested for less than seven years. Only Premium Payments invested
  for less than seven years are subject to a Contingent Deferred Sales Charge.

2.  MORTALITY AND EXPENSE RISK CHARGE

For assuming mortality and expense risks under the Contract, we deduct a daily
charge at an annual rate of 1.35% of Sub-Account Value (estimated at .90% for
mortality and .45% for
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expenses). The mortality and expense risk charge is broken into charges for
mortality risks and for an expense risk:

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

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

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

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

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

3.  ANNUAL MAINTENANCE FEE

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

WHEN IS THE ANNUAL MAINTENANCE FEE WAIVED?

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

4.  ADMINISTRATIVE CHARGE

For administration, we apply a daily charge at the rate of .15% per year 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.

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

5.  PREMIUM TAXES

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

6.  CHARGES AGAINST THE PORTFOLIOS

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

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

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

DEATH BENEFIT

WHAT IS THE DEATH BENEFIT AND HOW IS IT CALCULATED?


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



The calculated Death Benefit will remain invested in the same Accounts,
according to the Contract Owner's last instructions

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24                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
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until we receive complete written settlement instructions from the Beneficiary.
Therefore, the Death Benefit amount will fluctuate with the performance of the
underlying Funds. When there is more than one Beneficiary, we will calculate the
Accumulation Units for each Sub-account and the dollar amount for the Fixed
Accumulation Feature for each Beneficiary's portion of the proceeds.



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



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



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



- The Maximum Anniversary Value, which is described below.



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



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



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



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



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



- The Contract Value of your annuity, or



- Your Maximum Anniversary Value



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



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



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



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



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



- Compounded daily at an annual rate of 5.0%.



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



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



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



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



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


HOW IS THE DEATH BENEFIT PAID?

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

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

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

If the Contract Owner dies on or after the Annuity Commencement Date under an
Annuity Payout Option with a Death Benefit, any remaining value must be
distributed at least as rapidly as
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   25
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under the payment method being used as of the Contract Owner's death.

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

WHAT SHOULD THE BENEFICIARY CONSIDER?

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

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

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

WHO WILL RECEIVE THE DEATH BENEFIT?

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

IF DEATH OCCURS BEFORE THE ANNUITY COMMENCEMENT DATE:

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

IF DEATH OCCURS ON OR AFTER THE ANNUITY COMMENCEMENT DATE:

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

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

SURRENDERS

WHAT KINDS OF SURRENDERS ARE AVAILABLE?

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

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

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

- The Contract must have a minimum Contract Value of $500 after the Surrender.
  We reserve the right to close your Contract and pay the full Surrender Value
  if the Contract Value is under the minimum after the Surrender. If your
  Contract was issued in Texas, a remaining value of $500 is not required to
  continue the Contract if Premium Payments were made in the last two Contract
  Years.

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

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

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

Hartford will deduct any applicable Contingent Deferred Sales Charges.

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


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


HOW DO I REQUEST A SURRENDER?

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

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

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

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

- your mailing address.

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

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

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

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

COMPLETING A POWER OF ATTORNEY FORM FOR ANOTHER PERSON TO ACT ON YOUR BEHALF MAY
PREVENT YOU FROM MAKING SURRENDERS VIA TELEPHONE.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   27
--------------------------------------------------------------------------------

WHAT SHOULD BE CONSIDERED ABOUT TAXES?

There are certain tax consequences associated with Surrenders:

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

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

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

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

WE ENCOURAGE YOU TO CONSULT WITH YOUR QUALIFIED TAX ADVISER BEFORE MAKING ANY
SURRENDERS. PLEASE SEE THE "FEDERAL TAX CONSIDERATIONS" SECTION FOR MORE
INFORMATION.

ANNUITY PAYOUTS
--------------------------------------------------------------------------------

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

- When do you want Annuity Payouts to begin?

- Which Annuity Payout Option do you want to use?


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


- What is the Assumed Investment Return?


- Do you want fixed-dollar amount or variable-dollar amount Annuity Payouts?


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

1.  WHEN DO YOU WANT ANNUITY PAYOUTS TO BEGIN?


You select an Annuity Commencement Date when you purchase your Contract or at
any time before you begin receiving Annuity Payouts. You may change the Annuity
Commencement Date by notifying us within thirty days prior to the date. The
Annuity Commencement Date cannot be deferred beyond the Annuitant's 90th
birthday or the end of the 10th Contract Year, whichever is later. You may elect
a later Annuity Commencement Date if we allow and subject to the laws and
regulations then in effect. If this Contract is issued to the trustee of a
Charitable Remainder Trust, the Annuity Commencement Date may be deferred to the
Annuitant's 100th birthday.


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

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

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

Your Contract contains the Annuity Payout Options described below. The Annuity
Proceeds Settlement Option is an option that can be elected by the Beneficiary
after the death of the Contract Owner and is described in the "Death Benefit"
section. We may at times offer other Annuity Payout Options. Once we begin to
make annuity payouts, the annuity payout option cannot be changed.

LIFE ANNUITY

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

LIFE ANNUITY WITH A CASH REFUND

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

LIFE ANNUITY WITH PAYMENTS FOR A PERIOD CERTAIN


We will make Annuity Payouts as long as the Annuitant is living, but we at least
guarantee to make Annuity Payouts for a time period you select, between 5 years
and 100 years minus the

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

Annuitant's age. If the Annuitant dies before the guaranteed number of years
have passed, then the Beneficiary may elect to continue Annuity Payouts for the
remainder of the guaranteed number of years or receive the Commuted Value in one
sum.


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

JOINT AND LAST SURVIVOR LIFE ANNUITY

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

- Remain the same at 100%, or

- Decrease to 66.67%, or

- Decrease to 50%.

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

JOINT AND LAST SURVIVOR LIFE ANNUITY WITH PAYMENTS FOR A PERIOD CERTAIN

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

When choosing this option, you must decide what will happen to the Annuity
Payouts after the first Annuitant dies. You must select Annuity Payouts that:

- Remain the same at 100%, or

- Decrease to 66.67%, or

- Decrease to 50%.

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

PAYMENTS FOR A PERIOD CERTAIN


We agree to make payments for a specified time. The minimum period that you can
select is 10 years during the first two Contract Years and 5 years after the
second Contract Anniversary. The maximum period that you can select is 100 years
minus your Annuitant's age.



 -  If you select this option under a variable-dollar amount payment, you may
    Surrender your Annuity after annuity payments have started and we will give
    you the present value of the remaining payments less any applicable
    Contingent Deferred Sales Charge.



 -  If the Annuitant dies prior to the end of the period selected, we will pay
    your Beneficiary the present value of the remaining payments, either in a
    lump sum payment or we will continue payments until the end of the period
    selected.



For Contracts issued in the State of Oregon, Payments for a Period Certain may
be selected as follows: For fixed payments, the minimum period that you can
select is 10 years at any time and 5 years on or after the 2nd Contract
Anniversary. For variable annuity payments, the minimum period that you can
select is 5 years on or after the 10th Contract Anniversary. Under an Annuity
payable with variable annuity payments, you may Surrender the Contract after
payments have begun by submitting a written request to us. The amount available
to you is the Commuted Value.


IMPORTANT INFORMATION:


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



- For Non-Qualified Contracts, if you do not elect an Annuity Payout Option,
  fixed Annuity Payouts will automatically begin on the Annuity Commencement
  Date under the Life Annuity with a 10 year Period Certain Annuity Payout
  Option.


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

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

In addition to selecting an Annuity Commencement Date and an Annuity Payout
Option, you must also decide how often you want the Payee to receive Annuity
Payouts. You may choose to receive Annuity Payouts:

- monthly,

- quarterly,

- semi-annually, or

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

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

4.  WHAT IS THE ASSUMED INVESTMENT RETURN?

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


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



For example, if the Sub-Accounts earned exactly the same as the AIR, then the
second monthly Annuity Payout Option is the same as the first. If the
Sub-Accounts earned more than the AIR, then the second monthly Annuity Payout
Option is higher than the first. If the Sub-Accounts earned less than the AIR,
then the second monthly Annuity Payout Option is lower than the first.



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



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


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

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

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

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

- the Annuity Payout Option chosen,

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

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

- the Assumed Investment Return

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

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

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

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

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

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

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

AUTOMATIC INCOME PROGRAM -- The Automatic Income Program allows you to Surrender
up to 10% of your total Premium
<PAGE>
30                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
--------------------------------------------------------------------------------

Payments each Contract Year. We can Surrender from the Accounts you select
systematically on a monthly, quarterly, semiannual, or annual basis. The
Automatic Income Program may change based on your instructions after your
seventh Contract Year.

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

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

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

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

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

Commissions will be paid by Hartford and will not be more than 7% of Premium
Payments. From time to time, Hartford may pay or permit other promotional
incentives, in cash or credit or other compensation.

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

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

LEGAL MATTERS AND EXPERTS

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

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

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

MORE INFORMATION

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

Hartford Life and Annuity Insurance Company
Attn: Investment Product Services
P.O. Box 5085
Hartford, Connecticut 06102-5085.
Telephone: (800) 862-6668 (Contract Owners)
         (800) 862-4397 (Account Executive)
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FEDERAL TAX CONSIDERATIONS

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

A.  GENERAL

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

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

B.  TAXATION OF HARTFORD AND THE SEPARATE ACCOUNT

The Separate Account is taxed as part of Hartford which is taxed as a life
insurance company in accordance with the Internal Revenue Code of 1986, as
amended (the "Code"). Accordingly, the Separate Account will not be taxed as a
"regulated investment company" under subchapter M of Chapter 1 of the Code.
Investment income and any realized capital gains on the assets of the Separate
Account are reinvested and are taken into account in determining the value of
the Accumulation and Annuity Units (See "Value of Accumulation Units"). As a
result, such investment income and realized capital gains are automatically
applied to increase reserves under the Contract.

No taxes are due on interest, dividends and short-term or long-term capital
gains earned by the Separate Account with respect to Qualified or Non-Qualified
Contracts.

C.  TAXATION OF ANNUITIES -- GENERAL PROVISIONS AFFECTING PURCHASERS OTHER THAN
QUALIFIED RETIREMENT PLANS

Section 72 of the Code governs the taxation of annuities in general.

 1. NON-NATURAL PERSONS, CORPORATIONS, ETC.

Code Section 72 contains provisions for contract owners which are not natural
persons. Non-natural persons include corporations, trusts, limited liability
companies, partnerships and other types of legal entities. The tax rules for
contracts owned by non-natural persons are different from the rules for
contracts owned by individuals. For example, the annual net increase in the
value of the contract is currently includible in the gross income of a
non-natural person, unless the non-natural person holds the contract as an agent
for a natural person. There are additional exceptions from current inclusion
for:

- certain annuities held by structured settlement companies,

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

- certain immediate annuities.

A non-natural person which is a tax-exempt entity for federal tax purposes will
not be subject to income tax as a result of this provision.

If the contract owner is a non-natural person, the primary annuitant is treated
as the contract owner in applying mandatory distribution rules. These rules
require that certain distributions be made upon the death of the contract owner.
A change in the primary annuitant is also treated as the death of the contract
owner.

 2. OTHER CONTRACT OWNERS (NATURAL PERSONS).

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

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

    a. DISTRIBUTIONS PRIOR TO THE ANNUITY COMMENCEMENT DATE.

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

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

 iii. Any amount received or deemed received prior to the Annuity Commencement
      Date (e.g., upon a partial surrender) is deemed to come first from any
      such "income on the contract" and then from "investment in the contract,"
      and for these purposes such "income on the contract" shall be computed by
      reference to any aggregation rule in subparagraph 2.c. below. As a result,
      any such amount received or deemed received (1) shall be includable in
      gross income to the extent that such amount does not exceed any such
      "income on the contract," and (2) shall not be includable in gross income
      to the extent that such amount does exceed any such "income on the
      contract." If at the time that any amount is received or deemed received
      there is no "income on the contract" (e.g., because the gross value of the
      Contract does not exceed the "investment in the contract" and no
      aggregation rule applies), then such amount received or deemed received
      will not be includable in gross income, and will simply reduce the
      "investment in the contract."

 iv. The receipt of any amount as a loan under the Contract or the assignment or
     pledge of any portion of the value of the
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32                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
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    Contract shall be treated as an amount received for purposes of this
     subparagraph a. and the next subparagraph b.

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

    b. DISTRIBUTIONS AFTER ANNUITY COMMENCEMENT DATE.

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

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

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

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

    c. AGGREGATION OF TWO OR MORE ANNUITY CONTRACTS.

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

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

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

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

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

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

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

    4.  A distribution that is part of a scheduled series of substantially equal
        periodic payments (not less frequently than annually) for the life (or
        life expectancy) of the recipient (or the joint lives or life
        expectancies of the recipient and the recipient's designated
        Beneficiary).

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

    e. SPECIAL PROVISIONS AFFECTING CONTRACTS OBTAINED THROUGH A TAX-FREE
       EXCHANGE OF OTHER ANNUITY OR LIFE INSURANCE CONTRACTS PURCHASED PRIOR TO
       AUGUST 14, 1982.

If the Contract was obtained by a tax-free exchange of a life insurance or
annuity Contract purchased prior to August 14, 1982, then any amount received or
deemed received prior to the Annuity Commencement Date shall be deemed to come
(1) first from the amount of the "investment in the contract" prior to August
14, 1982 ("pre-8/14/82 investment") carried over from the prior Contract,
(2) then from the portion of the "income on the contract" (carried over to, as
well as accumulating in, the successor Contract) that is attributable to such
pre-8/14/82 investment, (3) then from the remaining "income on the contract" and
(4) last from the remaining "investment in the contract." As a result, to the
extent that such amount received or deemed received does not exceed such
pre-8/14/82 investment, such amount is not includable in gross income., In
addition, to the extent that such amount received or deemed received does not
exceed the sum of (a) such pre-8/14/82 investment and (b) the "income on the
contract" attributable thereto, such amount is not subject to the 10% penalty
tax. In all other respects, amounts received or deemed received from such post-
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HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   33
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exchange Contracts are generally subject to the rules described in this
subparagraph 3.

    f. REQUIRED DISTRIBUTIONS

  i. Death of Contract Owner or Primary Annuitant
    Subject to the alternative election or spouse beneficiary provisions in ii
    or iii below:

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

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

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

 ii. Alternative Election to Satisfy Distribution Requirements
    If any portion of the interest of a Contract Owner described in i. above is
    payable to or for the benefit of a designated beneficiary, such beneficiary
    may elect to have the portion distributed over a period that does not extend
    beyond the life or life expectancy of the beneficiary. Distributions must be
    made and payments must begin within a year of the Contract Owner's death.

 iii. Spouse Beneficiary
    If any portion of the interest of a Contract Owner is payable to or for the
    benefit of his or her spouse, and the Annuitant or Contingent Annuitant is
    living, such spouse shall be treated as the Contract Owner of such portion
    for purposes of section i. above. This spousal continuation shall apply only
    once for this contract.

 3. DIVERSIFICATION REQUIREMENTS.

The Code requires that investments supporting your contract be adequately
diversified. Code Section 817 provides that a variable annuity contract will not
be treated as an annuity contract for any period during which the investments
made by the separate account or underlying fund are not adequately diversified.
If a contract is not treated as an annuity contract, the contract owner will be
subject to income tax on annual increases in cash value.

The Treasury Department's diversification regulations require, among other
things, that:

- no more than 55% of the value of the total assets of the segregated asset
  account underlying a variable contract is represented by any one investment,

- no more than 70% is represented by any two investments,

- no more than 80% is represented by any three investments and

- no more than 90% is represented by any four investments.

In determining whether the diversification standards are met, all securities of
the same issuer, all interests in the same real property project, and all
interests in the same commodity are each treated as a single investment. In the
case of government securities, each government agency or instrumentality is
treated as a separate issuer.

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

We monitor the diversification of investments in the separate accounts and test
for diversification as required by the Code. We intend to administer all
contracts subject to the diversification requirements in a manner that will
maintain adequate diversification.

 4. OWNERSHIP OF THE ASSETS IN THE SEPARATE ACCOUNT.

In order for a variable annuity contract to qualify for tax deferral, assets in
the separate accounts supporting the contract must be considered to be owned by
the insurance company and not by the contract owner. It is unclear under what
circumstances an investor is considered to have enough control over the assets
in the separate account to be considered the owner of the assets for tax
purposes.

The IRS has issued several rulings discussing investor control. These rulings
say that certain incidents of ownership by the contract owner, such as the
ability to select and control investments in a separate account, will cause the
contract owner to be treated as the owner of the assets for tax purposes.

In its explanation of the diversification regulations, the Treasury Department
recognized that the temporary regulations "do not provide guidance concerning
the circumstances in which investor control of the investments of a segregated
asset account may cause the investor, rather than the insurance company, to be
treated as the owner of the assets in the account." The explanation further
indicates that "the temporary regulations provide that in appropriate cases a
segregated asset account may include multiple sub-accounts, but do not specify
the extent to which policyholders may direct their investments to particular
sub-
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34                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
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accounts without being treated as the owners of the underlying assets. Guidance
on this and other issues will be provided in regulations or revenue rulings
under Section 817(d), relating to the definition of variable contract."

The final regulations issued under Section 817 did not provide guidance
regarding investor control, and as of the date of this Prospectus, guidance has
yet to be issued. We do not know if additional guidance will be issued. If
guidance is issued, we do not know if it will have a retroactive effect.

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

D.  FEDERAL INCOME TAX WITHHOLDING

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

E.  GENERAL PROVISIONS AFFECTING QUALIFIED RETIREMENT PLANS

The Contract may be used for a number of qualified retirement plans. If the
Contract is being purchased with respect to some form of qualified retirement
plan, please refer to Appendix I for information relative to the types of plans
for which it may be used and the general explanation of the tax features of such
plans.

F.  ANNUITY PURCHASES BY NONRESIDENT ALIENS AND FOREIGN CORPORATIONS

The discussion above provides general information regarding U.S. federal income
tax consequences to annuity purchasers that are U.S. citizens or residents.
Purchasers that are not U.S. citizens or residents will generally be subject to
U.S. federal income tax and withholding on annuity distributions at a 30% rate,
unless a lower treaty rate applies. In addition, purchasers may be subject to
state premium tax, other state and/or municipal taxes, and taxes that may be
imposed by the purchaser's country of citizenship or residence. Prospective
purchasers are advised to consult with a qualified tax adviser regarding U.S.,
state, and foreign taxation with respect to an annuity purchase.

G.  GENERATION-SKIPPING TRANSFERS

Under certain circumstances, the Internal Revenue Code may impose a
"generation-skipping transfer tax" when all or part of an annuity is transferred
to, or a death benefit is paid to, an individual two or more generations younger
than the owner. Federal tax law may require us to deduct the tax from your
contract, or from any applicable payment, and pay it directly to the Internal
Revenue Service.
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HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   35
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TABLE OF CONTENTS TO STATEMENT OF ADDITIONAL INFORMATION

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

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36                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
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APPENDIX I -- INFORMATION REGARDING TAX-QUALIFIED RETIREMENT PLANS

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

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

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

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

1. TAX-QUALIFIED PENSION OR PROFIT-SHARING PLANS -- Eligible employers can
establish certain tax-qualified pension and profit-sharing plans under
section 401 of the Code. Rules under section 401(k) of the Code govern certain
"cash or deferred arrangements" under such plans. Rules under section 408(k)
govern "simplified employee pensions". Tax-qualified pension and profit-sharing
plans are subject to limitations on the amount that may be contributed, the
persons who may be eligible to participate and the time when distributions must
commence. Employers intending to use the Contracts in connection with
tax-qualified pension or profit-sharing plans should seek competent tax and
other legal advice.

2. TAX SHELTERED ANNUITIES UNDER SECTION 403(b) -- Public schools and certain
types of charitable, educational and scientific organizations, as specified in
section 501(c)(3) of the Code, can purchase tax-sheltered annuity contracts for
their employees. Tax-deferred contributions can be made to tax-sheltered annuity
contracts under section 403(b) of the Code, subject to certain limitations.
Generally, such contributions may not exceed the lesser of $10,500 (indexed) or
20% of the employee's "includable compensation" for such employee's most recent
full year of employment, subject to other adjustments. Special provisions under
the Code may allow some employees to elect a different overall limitation.

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

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

- upon separation from service;

- upon death or disability; or

- in the case of hardship (and in the case of hardship, any income attributable
  to such contributions may not be distributed).

Generally, the above restrictions do not apply to distributions attributable to
cash values or other amounts held under a section 403(b) contract as of
December 31, 1988.

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

Deferred Compensation Plans that meet the requirements of section 457(b) of the
Code are called "eligible" Deferred Compensation Plans. Section 457(b) limits
the amount of contributions that can be made to an eligible Deferred
Compensation Plan on behalf of a participant. Generally, the limitation on
contributions is 33 1/3% of a participant's includable compensation (typically
25% of gross compensation) or, for 2000, $8,000 (indexed), whichever is less.
The plan may provide for additional "catch-up" contributions during the three
taxable years ending before the year in which the participant attains normal
retirement age.

All of the assets and income of an eligible Deferred Compensation Plan of a
governmental employer must be held in trust for the exclusive benefit of
participants and their beneficiaries. For this purpose, custodial accounts and
certain annuity contracts are treated as trusts. The requirement of a trust does
not apply to amounts under a Deferred Compensation Plan of a tax-exempt
(non-governmental) employer. In addition, the requirement of a trust does not
apply to amounts under a Deferred Compensation Plan of a governmental employer
if the Deferred Compensation Plan is not an eligible plan within the meaning of
section 457(b) of the Code. In the absence of such a trust,
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amounts under the plan will be subject to the claims of the employer's general
creditors.

In general, distributions from an eligible Deferred Compensation Plan are
prohibited under section 457 of the Code unless made after the participating
employee:

- attains age 70 1/2,

- separates from service,

- dies, or

- suffers an unforeseeable financial emergency as defined in the Code.

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

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

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

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

ROTH IRAS -- Eligible individuals may establish Roth IRAs under section 408A of
the Code. Contributions to a Roth IRA are not deductible. Subject to special
limitations, a Traditional IRA may be converted into a Roth IRA or a
distribution from a Traditional IRA may be rolled over to a Roth IRA. However, a
conversion or a rollover from a Traditional IRA to a Roth IRA is not excludable
from gross income. If certain conditions are met, qualified distributions from a
Roth IRA are tax-free.

5. FEDERAL TAX PENALTIES AND WITHHOLDING -- Distributions from tax-qualified
retirement plans are generally taxed as ordinary income under section 72 of the
Code. Under these rules, a portion of each distribution may be excludable from
income. The excludable amount is the portion of the distribution that bears the
same ratio as the after-tax contributions bear to the expected return.

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

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

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

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

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

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

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

IN ADDITION, THE 10% PENALTY TAX DOES NOT APPLY TO A DISTRIBUTION FROM AN IRA
THAT IS:

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

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

- A qualified first-time homebuyer distribution meeting the requirements
  specified at section 72(t)(8) of the Code.

If you are a participant in a SIMPLE IRA plan, you should be aware that the 10%
penalty tax is increased to 25% with respect to non-exempt early distributions
made from your SIMPLE IRA during the first two years following the date you
first commenced participation in any SIMPLE IRA plan of your employer.

(b) MINIMUM DISTRIBUTION PENALTY TAX  If the amount distributed is less than the
    minimum required distribution for the year, the Participant is subject to a
    50% penalty tax on the amount that was not properly distributed.

An individual's interest in a tax-qualified retirement plan generally must be
distributed, or begin to be distributed, not later than the Required Beginning
Date. Generally, the Required Beginning Date is April 1 of the calendar year
following the later of:

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

- the calendar year in which the individual retires from service with the
  employer sponsoring the plan.
<PAGE>
38                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
--------------------------------------------------------------------------------

The Required Beginning Date for an individual who is a five (5) percent owner
(as defined in the Code), or who is the owner of an IRA, is April 1 of the
calendar year following the calendar year in which the individual attains age
70 1/2.

The entire interest of the Participant must be distributed beginning no later
than the Required Beginning Date over:

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

- over a period not extending beyond the life expectancy of the Participant or
  the joint life expectancy of the Participant and the Participant's designated
  beneficiary.

Each annual distribution must equal or exceed a "minimum distribution amount"
which is determined by dividing the account balance by the applicable life
expectancy. This account balance is generally based upon the account value as of
the close of business on the last day of the previous calendar year. In
addition, minimum distribution incidental benefit rules may require a larger
annual distribution.

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

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

(c) WITHHOLDING  In general, regular wage withholding rules apply to
    distributions from IRAs and plans described in section 457 of the Code.
    Periodic distributions from other tax-qualified retirement plans that are
    made for a specified period of 10 or more years or for the life or life
    expectancy of the participant (or the joint lives or life expectancies of
    the participant and beneficiary) are generally subject to federal income tax
    withholding as if the recipient were married claiming three exemptions. The
    recipient of periodic distributions may generally elect not to have
    withholding apply or to have income taxes withheld at a different rate by
    providing a completed election form.

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

- the non-taxable portion of the distribution;

- required minimum distributions; or

- direct transfer distributions.

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

Certain states require withholding of state taxes when federal income tax is
withheld.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   39
--------------------------------------------------------------------------------

APPENDIX II -- OPTIONAL DEATH BENEFIT -- EXAMPLES

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

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

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

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

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

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

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

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

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

                     SECTION 403(b)(11) ACKNOWLEDGMENT FORM

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

- Attained age 59 1/2,

- Separated from service,

- Died, or

- Become disabled.

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

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

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

Please complete the following and return to:

    Hartford Life and Annuity Insurance Company
    Investment Product Services
    P.O. Box 5085
    Hartford, Connecticut 06102-5085

Name of Contract Owner/Participant:  ___________________________________________

Address:  ______________________________________________________________________

City or Plan/School District:  _________________________________________________

Date:  _________________________________________________________________________

Contract No.:  _________________________________________________________________

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

    Hartford Life and Annuity Insurance Company
    Attn: Investment Product Services
    P.O. Box 5085
    Hartford, Connecticut 06102-5085


Please send a Statement of Additional Information for Hartford Select Leaders to
me at the following address:


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

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

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



                                       PART B

<PAGE>


                       STATEMENT OF ADDITIONAL INFORMATION

                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
                            SEPARATE ACCOUNT THREE
                            HARTFORD SELECT LEADERS

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

To obtain a prospectus, send a written request to Hartford Life and Annuity
Insurance Company, Attn:  Investment Product Services, P.O. Box 5085, Hartford,
Connecticut  06102-5085.




Date of Prospectus:  July 17, 2000

Date of Statement of Additional Information:  July 17, 2000

















333-34998

<PAGE>

                                TABLE OF CONTENTS


SECTION                                                                    PAGE

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

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

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

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

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

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

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

<PAGE>

        DESCRIPTION OF HARTFORD LIFE AND ANNUITY INSURANCE COMPANY

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

                                HARTFORD'S RATINGS
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------
Rating Agency                     Effective            Rating            Basis of Rating
                               Date of Rating
------------------------------------------------------------------------------------------------
<S>                            <C>                     <C>            <C>
A.M. Best and Company, Inc.        1/1/99                A+           Financial performance
------------------------------------------------------------------------------------------------
Standard & Poor's                  8/1/99               AA            Insurer financial strength
------------------------------------------------------------------------------------------------
Duff & Phelps                      7/1/99               AA+           Claims paying ability
------------------------------------------------------------------------------------------------
</TABLE>
                            SAFEKEEPING OF ASSETS

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

                        INDEPENDENT PUBLIC ACCOUNTANTS

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

<PAGE>

                         DISTRIBUTION OF CONTRACTS

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

Commissions will be paid by Hartford and will not be more than 7% of Premium
Payments. From time to time, Hartford may pay or permit other promotional
incentives, in cash or credit or other compensation.

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

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

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

Hartford currently pays HSD underwriting commissions for its role as
Principal Underwriter of all variable annuities associated with this Separate
Account.  For the past three years, the aggregate dollar amount of
underwriting commission paid to HSD in its role as Principal Underwriter has
been:  1999: $23,726,655; 1998: $11,655,729; and 1997: $17,944,107.  HSD has
retained none of these commissions.

<PAGE>

                      CALCULATION OF YIELD AND RETURN

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

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

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

A Money Market Sub-Account's yield and effective yield will vary in response
to fluctuations in interest rates and in the expenses of the Sub-Account.
The current yield and effective yield reflect recurring charges on the
Separate Account level, including the maximum Annual Maintenance Fee.

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

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
SUB-ACCOUNT                         YIELD                    EFFECTIVE YIELD
-------------------------------------------------------------------------------
<S>                                 <C>                      <C>
Money Market                        3.92%                        4.00%
-------------------------------------------------------------------------------
</TABLE>

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

<PAGE>

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

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

Example:

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

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

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

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
SUB-ACCOUNT                                                   YIELD
-------------------------------------------------------------------------------
<S>                                                           <C>
Diversified Income                                            7.70%
-------------------------------------------------------------------------------
High Yield                                                    8.13%
-------------------------------------------------------------------------------
Fixed Income                                                  5.00%
-------------------------------------------------------------------------------
</TABLE>

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

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

The following are the standardized average annual total return quotations for
the Sub-Accounts.

<PAGE>

    STANDARDIZED AVERAGE ANNUAL TOTAL RETURN SINCE THE INCEPTION OF THE SEPARATE
                  ACCOUNT FOR YEAR ENDED DECEMBER 31, 1999 (1)

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------
                                                                                         SINCE INCEPTION
SUB-ACCOUNT                             1 YEAR         5 YEAR            10 YEAR           OF SEPARATE
                                                                                             ACCOUNT
--------------------------------------------------------------------------------------------------------
<S>                                    <C>            <C>                 <C>             <C>
Money Market (2)                        -7.04%        -0.32%               N/A                -0.61%
--------------------------------------------------------------------------------------------------------
Diversified Income (2)                 -13.53%        -0.09%               N/A                -0.39%
--------------------------------------------------------------------------------------------------------
Balanced Growth (2)                     -8.28%         9.38%               N/A                 8.84%
--------------------------------------------------------------------------------------------------------
Utilities (2)                           31.22%        20.43%               N/A                19.51%
--------------------------------------------------------------------------------------------------------
Dividend Growth (2)                    -11.22%        17.04%               N/A                16.14%
--------------------------------------------------------------------------------------------------------
Value Added Market (2)                   0.20%        14.17%               N/A                13.14%
--------------------------------------------------------------------------------------------------------
Growth (2)                              26.69%        17.16%               N/A                16.37%
--------------------------------------------------------------------------------------------------------
American Opportunities (2)              43.11%        28.69%               N/A                27.55%
--------------------------------------------------------------------------------------------------------
Midcap Equity (2)                       78.78%          N/A                N/A                27.18%
--------------------------------------------------------------------------------------------------------
Global Equity (2)                       21.81%        11.12%               N/A                10.22%
--------------------------------------------------------------------------------------------------------
Developing Growth (2)                   79.19%        27.79%               N/A                26.91%
--------------------------------------------------------------------------------------------------------
High Yield                              -4.49%          N/A                N/A                 2.09%
--------------------------------------------------------------------------------------------------------
Mid-Cap Value                            8.32%          N/A                N/A                19.62%
--------------------------------------------------------------------------------------------------------
Emerging Markets Debt                   17.46%          N/A                N/A               -10.88%
--------------------------------------------------------------------------------------------------------
Emerging Markets Equity                 82.77%          N/A                N/A                 4.68%
--------------------------------------------------------------------------------------------------------
Fixed Income                           -13.09%          N/A                N/A                -1.16%
--------------------------------------------------------------------------------------------------------
Active International Allocation           N/A           N/A                N/A                 7.15%
--------------------------------------------------------------------------------------------------------
Strategic Stock Fund (3)               -12.19%          N/A                N/A                -0.22%
--------------------------------------------------------------------------------------------------------
Enterprise Fund (3)                     13.67%        24.04%               N/A                20.30%
--------------------------------------------------------------------------------------------------------
American Funds Global Growth Fund       57.15%          N/A                N/A                31.66%
--------------------------------------------------------------------------------------------------------
American Funds Global Small
Capitalization Fund                     78.52%          N/A                N/A                40.88%
--------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

<TABLE>
--------------------------------------------------------------------------------------------------------
<S>                                    <C>            <C>                 <C>             <C>
American Funds Growth Fund              44.93%        28.49%               N/A                27.44%
--------------------------------------------------------------------------------------------------------
American Funds Growth and Income Fund   -0.46%        16.63%               N/A                16.09%
--------------------------------------------------------------------------------------------------------
American Funds International Fund       63.35%        20.14%               N/A                18.95%
--------------------------------------------------------------------------------------------------------
MFS Capital Opportunities Series        35.24%          N/A                N/A                26.64%
--------------------------------------------------------------------------------------------------------
MFS Emerging Growth Series              64.09%          N/A                N/A                31.54%
--------------------------------------------------------------------------------------------------------
MFS Growth Series                         N/A           N/A                N/A                28.62%
--------------------------------------------------------------------------------------------------------
MFS Growth and Income Series            -4.90%          N/A                N/A                16.08%
--------------------------------------------------------------------------------------------------------
MFS Total Return Series                 -8.48%          N/A                N/A                10.92%
--------------------------------------------------------------------------------------------------------
Franklin Small Cap Fund                 83.43%          N/A                N/A                24.92%
--------------------------------------------------------------------------------------------------------
Franklin Strategic Income Securities
Fund                                      N/A           N/A                N/A                -8.17%
--------------------------------------------------------------------------------------------------------
Mutual Shares Securities                 1.89%          N/A                N/A                 4.25%
--------------------------------------------------------------------------------------------------------
Templeton Developing Markets Equity
Fund                                    42.34%         1.24%               N/A                -1.36%
--------------------------------------------------------------------------------------------------------
Templeton Growth Securities Fund         9.04%        10.65%               N/A                 9.51%
--------------------------------------------------------------------------------------------------------
</TABLE>

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

(2) The underlying Portfolio commenced offering Class Y shares on May 1, 2000.
The returns shown above are for Class X shares of the Portfolio (which are not
offered in this statement of additional information).  Class X and Class Y
shares are invested in the same portfolio of securities.  However, the returns
for Class Y shares would differ from those of Class X to the extent the Classes
have different expenses.

(3) The underlying Portfolios commenced offering Class II shares on April 28,
2000.  The returns shown above are for Class I shares of the Portfolios (which
are not offered in this statement of additional information).  The annual return
variability of the Portfolio's Class II shares would be substantially similar to
that shown for Class I shares because all of the Portfolio's shares are invested
in the same portfolio of securities.  However, the actual annual returns of
Class II shares would be lower than the annual returns shown for the Portfolio's
Class I shares because of differences in the expenses borne by each class of
shares.





In addition to the standardized total return, the Sub-Account may advertise a
non-standardized total return.  This figure will usually be calculated for
one year, five years, and ten years or other periods. Non-standardized total
return is measured in the same manner as the standardized total return
described above, except that the contingent deferred sales charge and the
Annual Maintenance Fee are not deducted and the time periods used to
calculate return are based on the inception date of the underlying Funds.
Therefore, non-standardized total return for a Sub-Account is higher than
standardized total return for a Sub-Account.

The following are the non-standardized annualized total return quotations for
the Sub-Accounts.

<PAGE>

NON-STANDARDIZED ANNUALIZED TOTAL RETURN THAT PRE-DATE THE INCEPTION DATE OF THE
          SEPARATE ACCOUNT FOR YEAR ENDED DECEMBER 31, 1999 (1)

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
                                FUND                                                                   SINCE
SUB-ACCOUNT                   INCEPTION           1 YEAR         5 YEAR            10 YEAR           INCEPTION OF
                                DATE                                                                    FUND
-----------------------------------------------------------------------------------------------------------------
<S>                           <C>               <C>            <C>                 <C>             <C>
Money Market (2)              11/08/1994           2.96%         3.44%               N/A                3.44%
-----------------------------------------------------------------------------------------------------------------
Diversified Income (2)        11/08/1994          -3.53%         3.54%               N/A                3.53%
-----------------------------------------------------------------------------------------------------------------
Balanced Growth (2)           11/08/1994           1.72%        12.28%               N/A               11.98%
-----------------------------------------------------------------------------------------------------------------
Utilities (2)                 11/08/1994          41.22%        23.10%               N/A               22.46%
-----------------------------------------------------------------------------------------------------------------
Dividend Growth (2)           11/08/1994          -1.22%        19.40%               N/A               18.72%
-----------------------------------------------------------------------------------------------------------------
Value Added Market (2)        11/08/1994          10.20%        16.84%               N/A               16.09%
-----------------------------------------------------------------------------------------------------------------
Growth (2)                    11/08/1994          36.69%        19.98%               N/A               19.45%
-----------------------------------------------------------------------------------------------------------------
American Opportunities (2)    11/08/1994          53.11%        31.05%               N/A               30.15%
-----------------------------------------------------------------------------------------------------------------
Midcap Equity (2)             01/21/1997          88.78%          N/A                N/A               31.40%
-----------------------------------------------------------------------------------------------------------------
Global Equity (2)             11/08/1994          31.81%        14.28%               N/A               13.71%
-----------------------------------------------------------------------------------------------------------------
Developing Growth (2)         11/08/1994          89.19%        30.18%               N/A               29.53%
-----------------------------------------------------------------------------------------------------------------
High Yield                    01/02/1997           5.51%          N/A                N/A                6.82%
-----------------------------------------------------------------------------------------------------------------
Mid-Cap Value                 01/02/1997          18.32%          N/A                N/A               23.38%
-----------------------------------------------------------------------------------------------------------------
Emerging Markets Debt         06/16/1997          27.46%          N/A                N/A               -4.11%
-----------------------------------------------------------------------------------------------------------------
Emerging Markets Equity       10/01/1996          92.77%          N/A                N/A               10.57%
-----------------------------------------------------------------------------------------------------------------
Fixed Income                  01/02/1997          -3.09%          N/A                N/A                3.72%
-----------------------------------------------------------------------------------------------------------------
Active International
Allocation                    09/20/1999            N/A           N/A                N/A               17.15%
-----------------------------------------------------------------------------------------------------------------
Strategic Stock Fund (3)      11/03/1997          -2.19%          N/A                N/A                6.47%
-----------------------------------------------------------------------------------------------------------------
Enterprise Fund (3)           04/06/1986          23.67%        26.34%             15.55%              12.47%
-----------------------------------------------------------------------------------------------------------------
American Funds Global
Growth Fund                   04/30/1997          67.15%          N/A                N/A               36.00%
-----------------------------------------------------------------------------------------------------------------
American Funds Global
Small Capitalization Fund     04/30/1998          88.52%          N/A                N/A               47.40%
-----------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

<TABLE>
-----------------------------------------------------------------------------------------------------------------
<S>                           <C>               <C>            <C>                 <C>             <C>
American Funds Growth Fund    02/08/1984          54.93%        30.94%             19.24%              17.83%
-----------------------------------------------------------------------------------------------------------------
American Funds Growth and
Income Fund                   02/08/1984           9.54%        19.15%             12.62%              13.80%
-----------------------------------------------------------------------------------------------------------------
American Funds International
Fund                          05/01/1990          73.35%        23.13%               N/A               14.72%
-----------------------------------------------------------------------------------------------------------------
MFS Capital Opportunities
Series                        08/14/1996          45.24%          N/A                N/A               30.27%
-----------------------------------------------------------------------------------------------------------------
MFS Emerging Growth Series    07/24/1995          74.09%          N/A                N/A               34.38%
-----------------------------------------------------------------------------------------------------------------
MFS Growth Series             05/03/1999            N/A           N/A                N/A               38.62%
-----------------------------------------------------------------------------------------------------------------
MFS Growth and Income Series  10/09/1995           5.10%          N/A                N/A               19.31%
-----------------------------------------------------------------------------------------------------------------
MFS Total Return Series       01/03/1995           1.52%        13.67%               N/A               13.69%
-----------------------------------------------------------------------------------------------------------------
Franklin Small Cap Fund       11/01/1995          93.43%          N/A                N/A               28.38%
-----------------------------------------------------------------------------------------------------------------
Franklin Strategic Income
Securities Fund               07/01/1999            N/A           N/A                N/A                1.83%
-----------------------------------------------------------------------------------------------------------------
Mutual Shares Securities      11/01/1996          11.89%          N/A                N/A                9.20%
-----------------------------------------------------------------------------------------------------------------
Templeton Developing Markets
Equity Fund                   03/15/1994          52.34%         5.13%               N/A                3.38%
-----------------------------------------------------------------------------------------------------------------
Templeton Growth Securities
Fund                          03/15/1994          19.04%        13.66%               N/A               12.04%
-----------------------------------------------------------------------------------------------------------------
</TABLE>

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

(2) The underlying Portfolio commenced offering Class Y shares on May 1, 2000.
The returns shown above are for Class X shares of the Portfolio (which are not
offered in this statement of additional information).  Class X and Class Y
shares are invested in the same portfolio of securities.  However, the returns
for Class Y shares would differ from those of Class X to the extent the Classes
have different expenses.

(3) The underlying Portfolios commenced offering Class II shares on April 28,
2000.  The returns shown above are for Class I shares of the Portfolios (which
are not offered in this statement of additional information).  The annual
return variability of the Portfolio's Class II shares would be substantially
similar to that shown for Class I shares because all of the Portfolio's shares
are invested in the same portfolio of securities.  However, the actual annual
returns of Class II shares would be lower than the annual returns shown for the
Portfolio's Class I shares because of differences in the expenses borne by each
class of shares.


<PAGE>

                             PERFORMANCE COMPARISONS

YIELD AND TOTAL RETURN.  The total return and yield may also be used to
compare the performance of the Sub-Accounts against certain widely
acknowledged outside standards or indices for stock and bond market
performance.  Index performance is not representative of the performance of
the Sub-Account to which it is compared and is not adjusted for commissions
and other costs.  Portfolio holdings of the Sub-Account will differ from
those of the index to which it is compared.  Performance comparison indices
include the following:

The Consumer Price Index, prepared by the U.S. Bureau of Labor Statistics, is
a commonly used measure of the rate of inflation.  The index shows the
average change in the cost of selected consumer goods and services and does
not represent a return on an investment vehicle.

The Dow Jones Industrial Average is an unmanaged list of 30 common stocks
frequently used as a general measure of stock market performance.  Its
performance figures reflect changes of market prices and reinvestment of all
distributions.

Lehman Brothers Corporate Bond Index is an unmanaged list of publicly issued,
fixed-rate, non-convertible investment-grade domestic corporate debt
securities frequently used as a general measure of the performance of
fixed-income securities.  The average quality of bonds included in the index
may be higher  than the average quality of those bonds in which a Fund
customarily invests.  The index does not include bonds in certain of the
lower rating classifications in which a Fund may invest.  The performance
figures of the index reflect changes in market prices and reinvestment of all
interest payments.

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

The Lehman Brothers Government/Corporate Bond Index (the "SL Government/
Corporate Index") is a measure of the market value of approximately 5,300
bonds with a face value currently in excess of $1.3 trillion.  To be included
in the SL Government/Corporate Index, an issue must have amounts outstanding
in excess of $1 million, have at least one year to maturity and be rated
"Baa" or higher ("investment grade") by a nationally recognized rating
agency.  The index does not include bonds in certain of the lower-rating
classifications in which a Fund may invest.  Its performance figures reflect
changes in market prices and reinvestment of all interest payments.

<PAGE>

Morgan Stanley Capital International World Index is an unmanaged list of
approximately 1,450 equity securities listed on the stock exchanges of the
United States, Europe, Canada, Australia, New Zealand and the Far East, with
all values expressed in U.S. dollars.  Performance figures reflect changes in
market prices and reinvestment of distributions net of withholding taxes.
The securities in the index change over time to maintain representativeness.

The NASDAQ-OTC Industrial Average (The "NASDAQ Index") is a market
value-weighted and unmanaged index showing the changes in the aggregate
market value of approximately 3,500 stocks relative to the base measure of
100.00 on February 5, 1971.  The NASDAQ Index is composed entirely of common
stocks of companies traded over-the-counter and often through the National
Association of Securities Dealers Automated Quotations ("NASDAQ") system.
Only those over-the-counter stocks having only one market maker or traded on
exchanges are excluded.  Its performance figures reflect changes of market
prices but do not reflect reinvestment of cash dividends.

Salomon Brothers Long-Term High-Grade Corporate Bond Index is an unmanaged
list of publicly traded corporate bonds having a rating of at least AA by
Standard & Poor's or Aa by Moody's and is frequently used as general measure
of the performance of fixed-income securities.  The average quality of bonds
included in the index may be higher than the average quality of those bonds
in which a Fund may customarily invest.  The index does not include bonds in
certain of the lower rating classifications in which a Fund may invest.
Performance figures for the index reflect changes of market prices and
reinvestment of all distributions.

The Salomon Brothers 7-10 Year Government Bond Index is an unmanaged list of
U.S. Government and government agency securities with maturities of 7 to 10
years.  Performance figures for the index reflect changes of market prices
and reinvestment of all interest payments.

The Standard & Poor's Composite Index of 500 stocks (the "S&P 500") is a
market value-weighted and unmanaged index showing changes in the aggregate
market value of 500 stocks relative to the base period 1941-43.  The S&P 500
is composed almost entirely of common stocks of companies listed on the New
York Stock Exchange, although the common stocks of a few companies listed on
the American Stock Exchange or traded over-the-counter are included.  The 500
companies represented include 400 industrial, 60 transportation and 40
financial services concerns.  The S&P 500 represents about 80% of the market
value of all issues traded on the New York Stock Exchange.  Its performance
figures reflect changes of market prices and reinvestment of all regular cash
dividends.

The Standard & Poor's 40 Utilities Index is unmanaged list of 40 utility
stocks.  The Index assumes reinvestment of all distributions and reflects
changes in market prices but does not take into account brokerage commissions
or other fees.

<PAGE>
 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
--------------------------------------------------------------------------------
TO HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
SEPARATE ACCOUNT THREE AND TO THE OWNERS OF UNITS OF INTEREST THEREIN:

We have audited the accompanying statements of assets and liabilities of
Hartford Life and Annuity Insurance Company Separate Account Three (Money
Market, North American Government Securities, Balanced Growth, Utilities,
Dividend Growth, Value-Added Market, Growth, American Opportunities, Global
Equity, Developing Growth, Emerging Markets, Diversified Income, Mid-Cap Equity,
Strategic Stock, Enterprise, High Yield, Mid-Cap Value, Emerging Markets Debt,
Emerging Markets Equity, Active International Allocation, and Fixed Income
sub-accounts), (collectively, the Account) as of December 31, 1999, and the
related statements of operations and the statements of changes in net assets for
the periods presented. These financial statements are the responsibility of the
Account's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Account as of December 31,
1999, and the results of its operations and the changes in its net assets for
the periods presented in conformity with generally accepted accounting
principles.

Hartford, Connecticut
February 17, 2000                                            ARTHUR ANDERSEN LLP

------------------------------------ SA-1 -------------------------------------

<PAGE>
 SEPARATE ACCOUNT THREE
--------------------------------------------------------------------------------
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
STATEMENTS OF ASSETS & LIABILITIES
DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                                            NORTH AMERICAN
                                               MONEY          GOVERNMENT
                                               MARKET         SECURITIES
                                            SUB-ACCOUNT      SUB-ACCOUNT
                                            ------------    --------------
<S>                                         <C>             <C>
ASSETS:
  Investments in the Morgan Stanley Dean
   Witter Select Dimensions Investment
   Series:
    Money Market Portfolio
      Shares 123,412,023
      Cost $123,412,023
      Market Value......................    $123,412,023         --
    North American Government Securities
     Portfolio
      Shares 852,351
      Cost $8,618,072
      Market Value......................         --           $8,549,082
    Balanced Growth Portfolio
      Shares 7,736,563
      Cost $108,754,187
      Market Value......................         --              --
    Utilities Portfolio
      Shares 5,816,577
      Cost $90,532,236
      Market Value......................         --              --
    Dividend Growth Portfolio
      Shares 33,214,328
      Cost $576,857,235
      Market Value......................         --              --
    Value-Added Market Portfolio
      Shares 7,830,364
      Cost $112,297,967
      Market Value......................         --              --
    Growth Portfolio
      Shares 3,448,329
      Cost $53,315,696
      Market Value......................         --              --
    American Opportunities Portfolio
      Shares 21,029,679
      Cost $400,724,566
      Market Value......................         --              --
    Global Equity Portfolio
      Shares 7,738,438
      Cost $95,158,830
      Market Value......................         --              --
  Due from Hartford Life and Annuity
   Insurance Company....................         --              --
  Receivable for fund shares sold.......         441,792           1,650
                                            ------------      ----------
  Total Assets..........................     123,853,815       8,550,732
                                            ------------      ----------
LIABILITIES:
  Due to Hartford Life and Annuity
   Insurance Company....................         441,749           3,496
  Payable for fund shares purchased.....         --              --
                                            ------------      ----------
  Total Liabilities.....................         441,749           3,496
                                            ------------      ----------
  Net Assets (variable annuity contract
   liabilities).........................    $123,412,066      $8,547,236
                                            ============      ==========
</TABLE>

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

------------------------------------ SA-2 -------------------------------------
<PAGE>
<TABLE>
<CAPTION>
                                           BALANCED                                      VALUE-ADDED                    AMERICAN
                                            GROWTH       UTILITIES     DIVIDEND GROWTH      MARKET        GROWTH      OPPORTUNITIES
                                         SUB-ACCOUNT    SUB-ACCOUNT      SUB-ACCOUNT     SUB-ACCOUNT    SUB-ACCOUNT    SUB-ACCOUNT
                                         ------------   ------------   ---------------   ------------   -----------   -------------
<S>                                      <C>            <C>            <C>               <C>            <C>           <C>
ASSETS:
  Investments in the Morgan Stanley Dean
   Witter Select Dimensions Investment
   Series:
    Money Market Portfolio
      Shares 123,412,023
      Cost $123,412,023
      Market Value......................      --             --             --                --            --             --
    North American Government Securities
     Portfolio
      Shares 852,351
      Cost $8,618,072
      Market Value......................      --             --             --                --            --             --
    Balanced Growth Portfolio
      Shares 7,736,563
      Cost $108,754,187
      Market Value...................... $113,185,919        --             --                --            --             --
    Utilities Portfolio
      Shares 5,816,577
      Cost $90,532,236
      Market Value......................      --        $152,685,145        --                --            --             --
    Dividend Growth Portfolio
      Shares 33,214,328
      Cost $576,857,235
      Market Value......................      --             --         $661,629,423          --            --             --
    Value-Added Market Portfolio
      Shares 7,830,364
      Cost $112,297,967
      Market Value......................      --             --             --           $160,835,669       --             --
    Growth Portfolio
      Shares 3,448,329
      Cost $53,315,696
      Market Value......................      --             --             --                --        $80,242,606        --
    American Opportunities Portfolio
      Shares 21,029,679
      Cost $400,724,566
      Market Value......................      --             --             --                --            --        $685,567,531
    Global Equity Portfolio
      Shares 7,738,438
      Cost $95,158,830
      Market Value......................      --             --             --                --            --             --
  Due from Hartford Life and Annuity
   Insurance Company....................       79,289        183,819        --                --           148,319         498,199
  Receivable for fund shares sold.......      --             --              156,744          --            --             --
                                         ------------   ------------    ------------     ------------   -----------   ------------
  Total Assets..........................  113,265,208    152,868,964     661,786,167      160,835,669   80,390,925     686,065,730
                                         ------------   ------------    ------------     ------------   -----------   ------------
LIABILITIES:
  Due to Hartford Life and Annuity
   Insurance Company....................      --             --              170,323          --            --             --
  Payable for fund shares purchased.....       78,002        190,294        --                160,778       77,078         498,946
                                         ------------   ------------    ------------     ------------   -----------   ------------
  Total Liabilities.....................       78,002        190,294         170,323          160,778       77,078         498,946
                                         ------------   ------------    ------------     ------------   -----------   ------------
  Net Assets (variable annuity contract
   liabilities)......................... $113,187,206   $152,678,670    $661,615,844     $160,674,891   $80,313,847   $685,566,784
                                         ============   ============    ============     ============   ===========   ============

<CAPTION>
                                             GLOBAL
                                             EQUITY
                                          SUB-ACCOUNT
                                          ------------
<S>                                       <C>
ASSETS:
  Investments in the Morgan Stanley Dean
   Witter Select Dimensions Investment
   Series:
    Money Market Portfolio
      Shares 123,412,023
      Cost $123,412,023
      Market Value......................       --
    North American Government Securities
     Portfolio
      Shares 852,351
      Cost $8,618,072
      Market Value......................       --
    Balanced Growth Portfolio
      Shares 7,736,563
      Cost $108,754,187
      Market Value......................       --
    Utilities Portfolio
      Shares 5,816,577
      Cost $90,532,236
      Market Value......................       --
    Dividend Growth Portfolio
      Shares 33,214,328
      Cost $576,857,235
      Market Value......................       --
    Value-Added Market Portfolio
      Shares 7,830,364
      Cost $112,297,967
      Market Value......................       --
    Growth Portfolio
      Shares 3,448,329
      Cost $53,315,696
      Market Value......................       --
    American Opportunities Portfolio
      Shares 21,029,679
      Cost $400,724,566
      Market Value......................       --
    Global Equity Portfolio
      Shares 7,738,438
      Cost $95,158,830
      Market Value......................  $151,905,538
  Due from Hartford Life and Annuity
   Insurance Company....................        77,140
  Receivable for fund shares sold.......       --
                                          ------------
  Total Assets..........................   151,982,678
                                          ------------
LIABILITIES:
  Due to Hartford Life and Annuity
   Insurance Company....................       --
  Payable for fund shares purchased.....        77,131
                                          ------------
  Total Liabilities.....................        77,131
                                          ------------
  Net Assets (variable annuity contract
   liabilities).........................  $151,905,547
                                          ============
</TABLE>

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

<TABLE>
<CAPTION>
                                     DEVELOPING      EMERGING      DIVERSIFIED      MID-CAP
                                       GROWTH         MARKETS        INCOME         EQUITY
                                    SUB-ACCOUNT     SUB-ACCOUNT    SUB-ACCOUNT    SUB-ACCOUNT
                                    ------------    -----------    -----------    -----------
<S>                                 <C>             <C>            <C>            <C>
ASSETS:
  Investments in the Morgan
   Stanley Dean Witter Select
   Dimensions Investment Series:
    Developing Growth Portfolio
      Shares 3,667,277
      Cost $62,378,527
      Market Value..............    $146,837,761        --             --             --
    Emerging Markets Portfolio
      Shares 1,449,262
      Cost $15,185,950
      Market Value..............         --         $20,999,807        --             --
    Diversified Income Portfolio
      Shares 8,679,482
      Cost $87,923,712
      Market Value..............         --             --         $77,768,156        --
    Mid-Cap Equity Portfolio
      Shares 3,076,269
      Cost $39,902,446
      Market Value..............         --             --             --         $69,708,246
  Investments in Van Kampen Life
   Investment Trust:
    Strategic Stock Portfolio
      Shares 979,146
      Cost $11,650,835
      Market Value..............         --             --             --             --
    Enterprise Portfolio
      Shares 841,363
      Cost $18,511,018
      Market Value..............         --             --             --             --
  Investments in the Morgan
   Stanley Dean Witter Universal
   Funds Inc.:
    High Yield Portfolio
      Shares 2,226,015
      Cost $23,778,925
      Market Value..............         --             --             --             --
    Mid-Cap Value Portfolio
      Shares 1,226,869
      Cost $18,100,377
      Market Value..............         --             --             --             --
    Emerging Markets Debt
     Portfolio
      Shares 139,096
      Cost $982,205
      Market Value..............         --             --             --             --
    Emerging Markets Equity
     Portfolio
      Shares 223,485
      Cost $2,343,009
      Market Value..............         --             --             --             --
    Active International
     Allocation Portfolio
      Shares 48,265
      Cost $522,155
      Market Value..............         --             --             --             --
    Fixed Income Portfolio
      Shares 153,493
      Cost $1,607,669
      Market Value..............         --             --             --             --
  Due from Hartford Life and
   Annuity Insurance Company....          81,524        --             --             165,728
  Receivable for fund shares
   sold.........................         --             42,726         --             --
                                    ------------    -----------    -----------    -----------
  Total Assets..................     146,919,285    21,042,533     77,768,156      69,873,974
                                    ------------    -----------    -----------    -----------
LIABILITIES:
  Due to Hartford Life and
   Annuity Insurance Company....         --             46,859         63,821         --
  Payable for fund shares
   purchased....................          76,588        --             --             163,007
                                    ------------    -----------    -----------    -----------
  Total Liabilities.............          76,588        46,859         63,821         163,007
                                    ------------    -----------    -----------    -----------
  Net Assets (variable annuity
   contract liabilities)........    $146,842,697    $20,995,674    $77,704,335    $69,710,967
                                    ============    ===========    ===========    ===========
</TABLE>

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

------------------------------------ SA-4 -------------------------------------
<PAGE>
<TABLE>
<CAPTION>
                                                                                                             EMERGING
                                                                                 MID-CAP       EMERGING       MARKETS
                                 STRATEGIC STOCK   ENTERPRISE    HIGH YIELD       VALUE      MARKETS DEBT     EQUITY
                                   SUB-ACCOUNT     SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT    SUB-ACCOUNT
                                 ---------------   -----------   -----------   -----------   ------------   -----------
<S>                              <C>               <C>           <C>           <C>           <C>            <C>
ASSETS:
  Investments in the Morgan
   Stanley Dean Witter Select
   Dimensions Investment Series:
    Developing Growth Portfolio
      Shares 3,667,277
      Cost $62,378,527
      Market Value..............      --               --            --            --            --             --
    Emerging Markets Portfolio
      Shares 1,449,262
      Cost $15,185,950
      Market Value..............      --               --            --            --            --             --
    Diversified Income Portfolio
      Shares 8,679,482
      Cost $87,923,712
      Market Value..............      --               --            --            --            --             --
    Mid-Cap Equity Portfolio
      Shares 3,076,269
      Cost $39,902,446
      Market Value..............      --               --            --            --            --             --
  Investments in Van Kampen Life
   Investment Trust:
    Strategic Stock Portfolio
      Shares 979,146
      Cost $11,650,835
      Market Value..............   $11,485,382         --            --            --            --             --
    Enterprise Portfolio
      Shares 841,363
      Cost $18,511,018
      Market Value..............      --           $21,967,977       --            --            --             --
  Investments in the Morgan
   Stanley Dean Witter Universal
   Funds Inc.:
    High Yield Portfolio
      Shares 2,226,015
      Cost $23,778,925
      Market Value..............      --               --        $22,794,394       --            --             --
    Mid-Cap Value Portfolio
      Shares 1,226,869
      Cost $18,100,377
      Market Value..............      --               --            --        $19,163,699       --             --
    Emerging Markets Debt
     Portfolio
      Shares 139,096
      Cost $982,205
      Market Value..............      --               --            --            --          $961,150         --
    Emerging Markets Equity
     Portfolio
      Shares 223,485
      Cost $2,343,009
      Market Value..............      --               --            --            --            --         $3,093,291
    Active International
     Allocation Portfolio
      Shares 48,265
      Cost $522,155
      Market Value..............      --               --            --            --            --             --
    Fixed Income Portfolio
      Shares 153,493
      Cost $1,607,669
      Market Value..............      --               --            --            --            --             --
  Due from Hartford Life and
   Annuity Insurance Company....         9,671         16,126        14,887        16,996        --             50,258
  Receivable for fund shares
   sold.........................      --               --            --            --            --             --
                                   -----------     -----------   -----------   -----------     --------     ----------
  Total Assets..................    11,495,053     21,984,103    22,809,281    19,180,695       961,150      3,143,549
                                   -----------     -----------   -----------   -----------     --------     ----------
LIABILITIES:
  Due to Hartford Life and
   Annuity Insurance Company....      --               --            --            --                30         --
  Payable for fund shares
   purchased....................         9,492         16,546        14,866        16,764        --             50,258
                                   -----------     -----------   -----------   -----------     --------     ----------
  Total Liabilities.............         9,492         16,546        14,866        16,764            30         50,258
                                   -----------     -----------   -----------   -----------     --------     ----------
  Net Assets (variable annuity
   contract liabilities)........   $11,485,561     $21,967,557   $22,794,415   $19,163,931     $961,120     $3,093,291
                                   ===========     ===========   ===========   ===========     ========     ==========

<CAPTION>
                                     ACTIVE
                                  INTERNATIONAL
                                   ALLOCATION     FIXED INCOME
                                   SUB-ACCOUNT    SUB-ACCOUNT
                                  -------------   ------------
<S>                               <C>             <C>
ASSETS:
  Investments in the Morgan
   Stanley Dean Witter Select
   Dimensions Investment Series:
    Developing Growth Portfolio
      Shares 3,667,277
      Cost $62,378,527
      Market Value..............      --              --
    Emerging Markets Portfolio
      Shares 1,449,262
      Cost $15,185,950
      Market Value..............      --              --
    Diversified Income Portfolio
      Shares 8,679,482
      Cost $87,923,712
      Market Value..............      --              --
    Mid-Cap Equity Portfolio
      Shares 3,076,269
      Cost $39,902,446
      Market Value..............      --              --
  Investments in Van Kampen Life
   Investment Trust:
    Strategic Stock Portfolio
      Shares 979,146
      Cost $11,650,835
      Market Value..............      --              --
    Enterprise Portfolio
      Shares 841,363
      Cost $18,511,018
      Market Value..............      --              --
  Investments in the Morgan
   Stanley Dean Witter Universal
   Funds Inc.:
    High Yield Portfolio
      Shares 2,226,015
      Cost $23,778,925
      Market Value..............      --              --
    Mid-Cap Value Portfolio
      Shares 1,226,869
      Cost $18,100,377
      Market Value..............      --              --
    Emerging Markets Debt
     Portfolio
      Shares 139,096
      Cost $982,205
      Market Value..............      --              --
    Emerging Markets Equity
     Portfolio
      Shares 223,485
      Cost $2,343,009
      Market Value..............      --              --
    Active International
     Allocation Portfolio
      Shares 48,265
      Cost $522,155
      Market Value..............    $566,062          --
    Fixed Income Portfolio
      Shares 153,493
      Cost $1,607,669
      Market Value..............      --           $1,542,603
  Due from Hartford Life and
   Annuity Insurance Company....      46,958          --
  Receivable for fund shares
   sold.........................      --              --
                                    --------       ----------
  Total Assets..................     613,020        1,542,603
                                    --------       ----------
LIABILITIES:
  Due to Hartford Life and
   Annuity Insurance Company....      --                   62
  Payable for fund shares
   purchased....................      46,959          --
                                    --------       ----------
  Total Liabilities.............      46,959               62
                                    --------       ----------
  Net Assets (variable annuity
   contract liabilities)........    $566,061       $1,542,541
                                    ========       ==========
</TABLE>

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

<TABLE>
<CAPTION>
                                        UNITS
                                       OWNED BY       UNIT        CONTRACT
                                     PARTICIPANTS    PRICE       LIABILITY
                                     ------------  ----------  --------------
<S>                                  <C>           <C>         <C>
DEFERRED ANNUITY CONTRACTS IN THE
 ACCUMULATION PERIOD:
  Money Market Portfolio 1.25%.....    9,489,283   $12.117281  $  114,984,311
  Money Market Portfolio 1.5%......      568,587    10.439293       5,935,646
  Money Market Portfolio 1.65%.....       12,251    10.435390         127,842
  Money Market Portfolio 1.4%......      178,918    12.105339       2,165,869
  North American Government
   Securities Portfolio 1.25%......      684,246    11.870066       8,122,043
  North American Government
   Securities Portfolio 1.5%.......       32,272    10.243966         330,591
  North American Government
   Securities Portfolio 1.4%.......        6,003    11.858359          71,190
  Balanced Growth Portfolio
   1.25%...........................    5,961,358    18.230000     108,675,549
  Balanced Growth Portfolio 1.5%...      198,439    10.996556       2,182,142
  Balanced Growth Portfolio
   1.65%...........................        1,633    10.992443          17,953
  Balanced Growth Portfolio 1.4%...      122,192    18.211833       2,225,336
  Utilities Portfolio 1.25%........    5,029,716    28.898536     145,351,426
  Utilities Portfolio 1.5%.........      207,872    15.922989       3,309,952
  Utilities Portfolio 1.65%........        8,195    15.917054         130,435
  Utilities Portfolio 1.4%.........      126,230    28.869918       3,644,255
  Dividend Growth Portfolio
   1.25%...........................   26,039,033    24.630777     641,361,625
  Dividend Growth Portfolio 1.5%...      848,002    10.750975       9,116,844
  Dividend Growth Portfolio
   1.65%...........................       10,463    10.746952         112,442
  Dividend Growth Portfolio 1.4%...      413,699    24.606272      10,179,601
  Value-Added Market Portfolio
   1.25%...........................    7,132,645    21.944514     156,522,435
  Value-Added Market Portfolio
   1.5%............................      103,156    11.871109       1,224,574
  Value-Added Market Portfolio
   1.65%...........................        1,282    11.866668          15,211
  Value-Added Market Portfolio
   1.4%............................      122,524    21.922750       2,686,061
  Growth Portfolio 1.25%...........    3,011,788    25.416166      76,548,092
  Growth Portfolio 1.5%............       78,900    14.820183       1,169,309
  Growth Portfolio 1.65%...........        5,670    14.814660          83,995
  Growth Portfolio 1.4%............       97,233    25.390936       2,468,842
  American Opportunities Portfolio
   1.25%...........................   16,616,077    39.531912     656,865,283
  American Opportunities Portfolio
   1.5%............................      699,793    17.103552      11,968,952
  American Opportunities Portfolio
   1.65%...........................       21,026    17.097183         359,489
  American Opportunities Portfolio
   1.4%............................      392,159    39.492620      15,487,381
  Global Equity Portfolio 1.25%....    7,432,248    19.732589     146,657,488
  Global Equity Portfolio 1.5%.....      170,755    13.820388       2,359,902
  Global Equity Portfolio 1.65%....        7,150    13.815234          98,774
  Global Equity Portfolio 1.4%.....      132,454    19.713070       2,611,070
  Developing Growth Portfolio
   1.25%...........................    3,699,371    38.573629     142,698,182
  Developing Growth Portfolio
   1.5%............................       65,181    20.576241       1,341,190
  Developing Growth Portfolio
   1.65%...........................        7,066    20.568597         145,343
  Developing Growth Portfolio
   1.4%............................       61,802    38.535362       2,381,578
  Emerging Markets Portfolio
   1.25%...........................    1,421,047    14.444234      20,525,934
  Emerging Markets Portfolio
   1.5%............................        7,816    16.578521         129,575
  Emerging Markets Portfolio
   1.4%............................       16,107    14.429938         232,425
  Diversified Income Portfolio
   1.25%...........................    6,139,351    12.174809      74,745,421
  Diversified Income Portfolio
   1.5%............................      234,256     9.635306       2,257,129
  Diversified Income Portfolio
   1.65%...........................        1,036     9.631697           9,978
  Diversified Income Portfolio
   1.4%............................       54,554    12.162658         663,522
  Mid-Cap Equity Portfolio 1.25%...    2,887,266    22.567847      65,159,378
</TABLE>

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

------------------------------------ SA-6 -------------------------------------
<PAGE>

<TABLE>
<CAPTION>
                                        UNITS
                                       OWNED BY       UNIT        CONTRACT
                                     PARTICIPANTS    PRICE       LIABILITY
                                     ------------  ----------  --------------
<S>                                  <C>           <C>         <C>
Mid-Cap Equity Portfolio 1.5%......       93,418   $19.825174  $    1,852,024
Mid-Cap Equity Portfolio 1.65%.....       13,522    19.817812         267,976
Mid-Cap Equity Portfolio 1.4%......      107,853    22.545394       2,431,589
Strategic Stock Portfolio 1.25%....    1,046,841    10.093336      10,566,113
Strategic Stock Portfolio 1.5%.....       39,996    10.445212         417,767
Strategic Stock Portfolio 1.65%....        1,945    10.441396          20,309
Strategic Stock Portfolio 1.4%.....       47,740    10.083303         481,372
Enterprise Portfolio 1.25%.........    1,421,039    13.219240      18,785,060
Enterprise Portfolio 1.5%..........       85,535    13.818024       1,181,918
Enterprise Portfolio 1.4%..........      148,965    13.206158       1,967,250
Enterprise Portfolio 1.65%.........        2,413    13.812991          33,329
High Yield Portfolio 1.25%.........    1,926,264    10.554381      20,330,522
High Yield Portfolio 1.4%..........       71,139    10.543954         750,083
High Yield Portfolio 1.5%..........      162,726    10.531861       1,713,810
Mid-Cap Value Portfolio 1.25%......    1,322,605    11.977275      15,841,201
Mid-Cap Value Portfolio 1.65%......        1,528    13.230525          20,217
Mid-Cap Value Portfolio 1.4%.......      128,705    11.965487       1,540,020
Mid-Cap Value Portfolio 1.5%.......      133,166    13.235353       1,762,493
Emerging Markets Debt Portfolio
 1.25%.............................       78,118     8.615091         672,996
Emerging Markets Debt Portfolio
 1.5%..............................       13,695    10.679132         146,251
Emerging Markets Debt Portfolio
 1.4%..............................       15,204     8.606516         130,852
Emerging Markets Debt Portfolio
 1.65%.............................        1,032    10.675235          11,021
Emerging Markets Equity Portfolio
 1.25%.............................      170,056    14.353528       2,440,907
Emerging Markets Equity Portfolio
 1.65%.............................        2,492    14.339621          35,737
Emerging Markets Equity Portfolio
 1.5%..............................       10,403    14.342270         149,200
Emerging Markets Equity Portfolio
 1.4%..............................       32,582    14.346777         467,447
Active International Allocation
 Portfolio 1.25%...................       36,203    11.718265         424,236
Active International Allocation
 Portfolio 1.5%....................        3,092    11.710114          36,210
Active International Allocation
 Portfolio 1.4%....................        9,017    11.713372         105,615
Fixed Income Portfolio 1.25%.......      109,324    10.065310       1,100,377
Fixed Income Portfolio 1.5%........       11,984    10.057387         120,530
Fixed Income Portfolio 1.4%........       31,970    10.060554         321,634
                                                               --------------
SUB-TOTAL..........................                             2,531,587,631
                                                               --------------
ANNUITY CONTRACTS IN THE ANNUITY
 PERIOD:
  Money Market Portfolio...........       16,373    12.117281         198,398
  North American Government
   Securities Portfolio............        1,972    11.870066          23,412
  Balanced Growth Portfolio........        4,730    18.230000          86,226
  Utilities Portfolio..............        8,395    28.898536         242,602
  Dividend Growth Portfolio........       34,320    24.630777         845,332
  Value-Added Market Portfolio.....       10,326    21.944514         226,610
  Growth Portfolio.................        1,716    25.416166          43,609
  American Opportunities
   Portfolio.......................       22,404    39.531912         885,679
  Global Equity Portfolio..........        9,036    19.732589         178,313
  Developing Growth Portfolio......        7,166    38.573629         276,404
  Emerging Markets Portfolio.......        7,459    14.444234         107,740
  Diversified Income Portfolio.....        2,323    12.174809          28,285
                                                               --------------
  SUB-TOTAL........................                                 3,142,610
                                                               --------------
GRAND TOTAL:.......................                            $2,534,730,241
                                                               ==============
</TABLE>

------------------------------------ SA-7 -------------------------------------
<PAGE>
 SEPARATE ACCOUNT THREE
--------------------------------------------------------------------------------
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                                                     NORTH AMERICAN
                                                    MONEY              GOVERNMENT
                                                   MARKET              SECURITIES
                                                 SUB-ACCOUNT          SUB-ACCOUNT
                                                 -----------         --------------
<S>                                              <C>                 <C>
INVESTMENT INCOME:
  Dividends..................................    $ 5,523,647           $ 391,465
EXPENSES:
  Mortality and expense undertakings.........     (1,488,588)           (109,310)
                                                 -----------           ---------
    Net investment income (loss).............      4,035,059             282,155
                                                 -----------           ---------
CAPITAL GAINS INCOME.........................        --                  --
                                                 -----------           ---------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON
 INVESTMENTS:
  Net realized (loss) gain on security
   transactions..............................        --                   (2,295)
  Net unrealized (depreciation) appreciation
   of investments during the period..........        --                  (98,426)
                                                 -----------           ---------
    Net (loss) gain on investments...........        --                 (100,721)
                                                 -----------           ---------
    Net increase (decrease) in net assets
     resulting from operations...............    $ 4,035,059           $ 181,434
                                                 ===========           =========
</TABLE>

  *  Formerly American Value Sub-Account; change effective May 1, 1999.

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

------------------------------------ SA-8 -------------------------------------
<PAGE>
<TABLE>
<CAPTION>
                                                BALANCED                                     VALUE-ADDED
                                                 GROWTH       UTILITIES    DIVIDEND GROWTH     MARKET        GROWTH
                                              SUB-ACCOUNT    SUB-ACCOUNT     SUB-ACCOUNT     SUB-ACCOUNT   SUB-ACCOUNT
                                              ------------   -----------   ---------------   -----------   -----------
<S>                                           <C>            <C>           <C>               <C>           <C>
INVESTMENT INCOME:
  Dividends.................................. $  3,309,619   $ 1,677,499    $ 12,763,908     $ 1,694,354   $     3,451
EXPENSES:
  Mortality and expense undertakings.........   (1,365,537)   (1,320,691)     (8,729,052)     (1,934,373)     (708,134)
                                              ------------   -----------    ------------     -----------   -----------
    Net investment income (loss).............    1,944,082       356,808       4,034,856        (240,019)     (704,683)
                                              ------------   -----------    ------------     -----------   -----------
CAPITAL GAINS INCOME.........................   12,263,090       719,571      61,332,549       5,499,038     4,191,496
                                              ------------   -----------    ------------     -----------   -----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON
 INVESTMENTS:
  Net realized (loss) gain on security
   transactions..............................      (73,288)       19,860      (2,732,578)        275,018       164,575
  Net unrealized (depreciation) appreciation
   of investments during the period..........  (12,320,805)   40,186,992     (70,396,747)      9,944,964    16,049,317
                                              ------------   -----------    ------------     -----------   -----------
    Net (loss) gain on investments...........  (12,394,093)   40,206,852     (73,129,325)     10,219,982    16,213,892
                                              ------------   -----------    ------------     -----------   -----------
    Net increase (decrease) in net assets
     resulting from operations............... $  1,813,079   $41,283,231    $ (7,761,920)    $15,479,001   $19,700,705
                                              ============   ===========    ============     ===========   ===========

<CAPTION>
                                                 AMERICAN        GLOBAL
                                               OPPORTUNITIES     EQUITY
                                               SUB-ACCOUNT*    SUB-ACCOUNT
                                               -------------   -----------
<S>                                            <C>             <C>
INVESTMENT INCOME:
  Dividends..................................  $  1,449,748    $   433,055
EXPENSES:
  Mortality and expense undertakings.........    (5,636,258)    (1,486,761)
                                               ------------    -----------
    Net investment income (loss).............    (4,186,510)    (1,053,706)
                                               ------------    -----------
CAPITAL GAINS INCOME.........................    40,966,154        --
                                               ------------    -----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON
 INVESTMENTS:
  Net realized (loss) gain on security
   transactions..............................      (200,293)       105,344
  Net unrealized (depreciation) appreciation
   of investments during the period..........   185,622,773     37,067,653
                                               ------------    -----------
    Net (loss) gain on investments...........   185,422,480     37,172,997
                                               ------------    -----------
    Net increase (decrease) in net assets
     resulting from operations...............  $222,202,124    $36,119,291
                                               ============    ===========
</TABLE>

  *  Formerly American Value Sub-Account; change effective May 1, 1999.

------------------------------------ SA-9 -------------------------------------
<PAGE>
 SEPARATE ACCOUNT THREE
--------------------------------------------------------------------------------
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
STATEMENTS OF OPERATIONS -- (CONTINUED)
FOR THE YEAR ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                                      DEVELOPING      EMERGING      DIVERSIFIED       MID-CAP
                                                        GROWTH         MARKETS        INCOME           EQUITY
                                                      SUB-ACCOUNT    SUB-ACCOUNT    SUB-ACCOUNT    SUB-ACCOUNT***
                                                      -----------    -----------    -----------    --------------
<S>                                                   <C>            <C>            <C>            <C>
INVESTMENT INCOME:
  Dividends.......................................    $    48,080    $   26,969     $ 6,753,074     $   154,413
EXPENSES:
  Mortality and expense undertakings..............     (1,106,088)     (192,804)     (1,009,251)       (409,231)
                                                      -----------    ----------     -----------     -----------
    Net investment (loss) income..................     (1,058,008)     (165,835)      5,743,823        (254,818)
                                                      -----------    ----------     -----------     -----------
CAPITAL GAINS INCOME..............................        --             --             --              --
                                                      -----------    ----------     -----------     -----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON
 INVESTMENTS:
  Net realized gain (loss) on security
   transactions...................................      1,312,196      (203,975)        (39,961)        103,985
  Net unrealized appreciation (depreciation) of
   investments during the period..................     66,388,520     9,904,528      (8,188,376)     27,634,475
                                                      -----------    ----------     -----------     -----------
    Net gain (loss) on investments................     67,700,716     9,700,553      (8,228,337)     27,738,460
                                                      -----------    ----------     -----------     -----------
    Net increase (decrease) in net assets
     resulting from operations....................    $66,642,708    $9,534,718     $(2,484,514)    $27,483,642
                                                      ===========    ==========     ===========     ===========
</TABLE>

  *  From inception, September 7, 1999, to December 31, 1999.
 **  From inception, September 20, 1999, to December 31, 1999.
***  Formerly Mid-Cap Growth Sub-Account; change effective September 8, 1999.

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

------------------------------------ SA-10 -------------------------------------
<PAGE>
<TABLE>
<CAPTION>

                                                                                                   MID-CAP       EMERGING
                                                   STRATEGIC STOCK   ENTERPRISE    HIGH YIELD       VALUE      MARKETS DEBT
                                                     SUB-ACCOUNT     SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT
                                                   ---------------   -----------   -----------   -----------   ------------
<S>                                                <C>               <C>           <C>           <C>           <C>
INVESTMENT INCOME:
  Dividends.......................................    $  72,628      $   24,469    $1,710,348    $   27,823      $113,374
EXPENSES:
  Mortality and expense undertakings..............     (117,755)       (142,466)     (225,656)     (162,785)       (6,990)
                                                      ---------      ----------    ----------    ----------      --------
    Net investment (loss) income..................      (45,127)       (117,997)    1,484,692      (134,962)      106,384
                                                      ---------      ----------    ----------    ----------      --------
CAPITAL GAINS INCOME..............................       19,014         576,428        --         2,170,992        --
                                                      ---------      ----------    ----------    ----------      --------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON
 INVESTMENTS:
  Net realized gain (loss) on security
   transactions...................................       (1,919)          4,371         3,214        23,187           867
  Net unrealized appreciation (depreciation) of
   investments during the period..................     (445,298)      2,973,314      (563,346)      629,983        46,701
                                                      ---------      ----------    ----------    ----------      --------
    Net gain (loss) on investments................     (447,217)      2,977,685      (560,132)      653,170        47,568
                                                      ---------      ----------    ----------    ----------      --------
    Net increase (decrease) in net assets
     resulting from operations....................    $(473,330)     $3,436,116    $  924,560    $2,689,200      $153,952
                                                      =========      ==========    ==========    ==========      ========

<CAPTION>
                                                      EMERGING        ACTIVE
                                                      MARKETS      INTERNATIONAL
                                                       EQUITY       ALLOCATION     FIXED INCOME
                                                    SUB-ACCOUNT*   SUB-ACCOUNT**   SUB-ACCOUNT*
                                                    ------------   -------------   ------------
<S>                                                 <C>            <C>             <C>
INVESTMENT INCOME:
  Dividends.......................................    $ --            $   848        $ 65,663
EXPENSES:
  Mortality and expense undertakings..............      (5,722)          (782)         (4,582)
                                                      --------        -------        --------
    Net investment (loss) income..................      (5,722)            66          61,081
                                                      --------        -------        --------
CAPITAL GAINS INCOME..............................      --             --              --
                                                      --------        -------        --------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON
 INVESTMENTS:
  Net realized gain (loss) on security
   transactions...................................       4,110            499           5,167
  Net unrealized appreciation (depreciation) of
   investments during the period..................     750,282         43,907         (65,066)
                                                      --------        -------        --------
    Net gain (loss) on investments................     754,392         44,406         (59,899)
                                                      --------        -------        --------
    Net increase (decrease) in net assets
     resulting from operations....................    $748,670        $44,472        $  1,182
                                                      ========        =======        ========
</TABLE>

  *  From inception, September 7, 1999, to December 31, 1999.
 **  From inception, September 20, 1999, to December 31, 1999.
***  Formerly Mid-Cap Growth Sub-Account; change effective September 8, 1999.

------------------------------------ SA-11 -------------------------------------
<PAGE>
 SEPARATE ACCOUNT THREE
--------------------------------------------------------------------------------
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                                               NORTH AMERICAN
                                            MONEY MARKET    GOVERMENT SECURITIES
                                            SUB-ACCOUNT         SUB-ACCOUNT
                                            ------------    --------------------
<S>                                         <C>             <C>
OPERATIONS:
  Net investment income (loss)..........    $ 4,035,059          $  282,155
  Capital gains income..................        --                --
  Net realized (loss) gain on security
   transactions.........................        --                   (2,295)
  Net unrealized (depreciation)
   appreciation of investments during
   the period...........................        --                  (98,426)
                                            ------------         ----------
  Net increase (decrease) in net assets
   resulting from operations............      4,035,059             181,434
                                            ------------         ----------
UNIT TRANSACTIONS:
  Purchases.............................     23,817,068             563,929
  Net transfers.........................     15,198,089             928,086
  Surrenders for benefit payments and
   fees.................................    (28,455,931)           (661,447)
  Net annuity transactions..............         66,438              (6,541)
                                            ------------         ----------
  Net increase (decrease) in net assets
   resulting from unit transactions.....     10,625,664             824,027
                                            ------------         ----------
  Total increase in net assets..........     14,660,723           1,005,461
NET ASSETS:
  Beginning of period...................    108,751,343           7,541,775
                                            ------------         ----------
  End of period.........................    $123,412,066         $8,547,236
                                            ============         ==========
</TABLE>

  *  Formerly American Value Sub-Account; change effective May 1, 1999.

HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1998

<TABLE>
<CAPTION>
                                                               NORTH AMERICAN
                                            MONEY MARKET    GOVERMENT SECURITIES
                                            SUB-ACCOUNT         SUB-ACCOUNT
                                            ------------    --------------------
<S>                                         <C>             <C>
OPERATIONS:
  Net investment income (loss)..........    $ 3,234,850          $  165,577
  Capital gains income..................        --                --
  Net realized gain (loss) on security
   transactions.........................        --                      558
  Net unrealized (depreciation)
   appreciation of investments during
   the period...........................        --                  (10,221)
                                            ------------         ----------
  Net increase in net assets resulting
   from operations......................      3,234,850             155,914
                                            ------------         ----------
UNIT TRANSACTIONS:
  Purchases.............................     26,624,283           1,435,170
  Net transfers.........................     22,818,051           1,932,564
  Surrenders for benefit payments and
   fees.................................    (18,966,767)           (689,182)
  Net annuity transactions..............        122,565              28,537
                                            ------------         ----------
  Net increase in net assets resulting
   from unit transactions...............     30,598,132           2,707,089
                                            ------------         ----------
  Total increase in net assets..........     33,832,982           2,863,003
NET ASSETS:
  Beginning of period...................     74,918,361           4,678,772
                                            ------------         ----------
  End of period.........................    $108,751,343         $7,541,775
                                            ============         ==========
</TABLE>

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

------------------------------------ SA-12 -------------------------------------
<PAGE>
<TABLE>
<CAPTION>
                                           BALANCED                                      VALUE-ADDED                    AMERICAN
                                            GROWTH       UTILITIES     DIVIDEND GROWTH      MARKET        GROWTH      OPPORTUNITIES
                                         SUB-ACCOUNT    SUB-ACCOUNT      SUB-ACCOUNT     SUB-ACCOUNT    SUB-ACCOUNT   SUB-ACCOUNT*
                                         ------------   ------------   ---------------   ------------   -----------   -------------
<S>                                      <C>            <C>            <C>               <C>            <C>           <C>
OPERATIONS:
  Net investment income (loss).......... $  1,944,082   $    356,808    $  4,034,856     $   (240,019)  $  (704,683)  $ (4,186,510)
  Capital gains income..................   12,263,090        719,571      61,332,549        5,499,038     4,191,496     40,966,154
  Net realized (loss) gain on security
   transactions.........................      (73,288)        19,860      (2,732,578)         275,018       164,575       (200,293)
  Net unrealized (depreciation)
   appreciation of investments during
   the period...........................  (12,320,805)    40,186,992     (70,396,747)       9,944,964    16,049,317    185,622,773
                                         ------------   ------------    ------------     ------------   -----------   ------------
  Net increase (decrease) in net assets
   resulting from operations............    1,813,079     41,283,231      (7,761,920)      15,479,001    19,700,705    222,202,124
                                         ------------   ------------    ------------     ------------   -----------   ------------
UNIT TRANSACTIONS:
  Purchases.............................    8,636,011     11,974,424      47,158,874        8,568,182     6,335,812     49,350,136
  Net transfers.........................   16,333,341     28,022,803      42,003,115          (84,774)   11,373,024    112,929,991
  Surrenders for benefit payments and
   fees.................................   (8,597,616)    (8,175,407)    (62,420,672)     (10,796,247)   (4,922,308)   (32,300,071)
  Net annuity transactions..............       40,306        170,763         484,672          165,381        24,763        592,185
                                         ------------   ------------    ------------     ------------   -----------   ------------
  Net increase (decrease) in net assets
   resulting from unit transactions.....   16,412,042     31,992,583      27,225,989       (2,147,458)   12,811,291    130,572,241
                                         ------------   ------------    ------------     ------------   -----------   ------------
  Total increase in net assets..........   18,225,121     73,275,814      19,464,069       13,331,543    32,511,996    352,774,365
NET ASSETS:
  Beginning of period...................   94,962,085     79,402,856     642,151,775      147,343,348    47,801,851    332,792,419
                                         ------------   ------------    ------------     ------------   -----------   ------------
  End of period......................... $113,187,206   $152,678,670    $661,615,844     $160,674,891   $80,313,847   $685,566,784
                                         ============   ============    ============     ============   ===========   ============

<CAPTION>
                                             GLOBAL
                                             EQUITY
                                          SUB-ACCOUNT
                                          ------------
<S>                                       <C>
OPERATIONS:
  Net investment income (loss)..........  $ (1,053,706)
  Capital gains income..................       --
  Net realized (loss) gain on security
   transactions.........................       105,344
  Net unrealized (depreciation)
   appreciation of investments during
   the period...........................    37,067,653
                                          ------------
  Net increase (decrease) in net assets
   resulting from operations............    36,119,291
                                          ------------
UNIT TRANSACTIONS:
  Purchases.............................     8,046,187
  Net transfers.........................     7,428,110
  Surrenders for benefit payments and
   fees.................................    (8,976,935)
  Net annuity transactions..............       152,229
                                          ------------
  Net increase (decrease) in net assets
   resulting from unit transactions.....     6,649,591
                                          ------------
  Total increase in net assets..........    42,768,882
NET ASSETS:
  Beginning of period...................   109,136,665
                                          ------------
  End of period.........................  $151,905,547
                                          ============
</TABLE>
<TABLE>
<CAPTION>
                                          BALANCED                                     VALUE-ADDED                    AMERICAN
                                           GROWTH       UTILITIES    DIVIDEND GROWTH      MARKET        GROWTH      OPPORTUNITIES
                                         SUB-ACCOUNT   SUB-ACCOUNT     SUB-ACCOUNT     SUB-ACCOUNT    SUB-ACCOUNT   SUB-ACCOUNT*
                                         -----------   -----------   ---------------   ------------   -----------   -------------
<S>                                      <C>           <C>           <C>               <C>            <C>           <C>
OPERATIONS:
  Net investment income (loss).......... $ 1,054,616   $   448,142    $  2,575,707     $   (279,408)  $  (588,893)  $ (1,870,856)
  Capital gains income..................   1,697,873       657,872      23,297,871        1,970,707     1,177,870     22,283,610
  Net realized gain (loss) on security
   transactions.........................     (35,053)       (5,860)       (116,773)        (165,573)      (47,737)      (129,194)
  Net unrealized (depreciation)
   appreciation of investments during
   the period...........................   6,624,190    10,977,754      63,796,492       11,736,937     4,134,094     47,944,751
                                         -----------   -----------    ------------     ------------   -----------   ------------
  Net increase in net assets resulting
   from operations......................   9,341,626    12,077,908      89,553,297       13,262,663     4,675,334     68,228,311
                                         -----------   -----------    ------------     ------------   -----------   ------------
UNIT TRANSACTIONS:
  Purchases.............................   9,515,720    10,420,385      61,282,019       11,743,594     5,811,059     31,893,265
  Net transfers.........................  14,734,535    12,899,339      59,525,570        7,479,605     2,982,317     38,226,729
  Surrenders for benefit payments and
   fees.................................  (3,951,159)   (4,262,502)    (32,837,181)      (5,597,839)   (2,297,690)   (14,448,089)
  Net annuity transactions..............      15,874        (2,553)        271,624           12,632        (1,811)        18,420
                                         -----------   -----------    ------------     ------------   -----------   ------------
  Net increase in net assets resulting
   from unit transactions...............  20,314,970    19,054,669      88,242,032       13,637,992     6,493,875     55,690,325
                                         -----------   -----------    ------------     ------------   -----------   ------------
  Total increase in net assets..........  29,656,596    31,132,577     177,795,329       26,900,655    11,169,209    123,918,636
NET ASSETS:
  Beginning of period...................  65,305,489    48,270,279     464,356,446      120,442,693    36,632,642    208,873,783
                                         -----------   -----------    ------------     ------------   -----------   ------------
  End of period......................... $94,962,085   $79,402,856    $642,151,775     $147,343,348   $47,801,851   $332,792,419
                                         ===========   ===========    ============     ============   ===========   ============

<CAPTION>
                                             GLOBAL
                                             EQUITY
                                          SUB-ACCOUNT
                                          ------------
<S>                                       <C>
OPERATIONS:
  Net investment income (loss)..........  $    (91,170)
  Capital gains income..................       368,656
  Net realized gain (loss) on security
   transactions.........................      (522,068)
  Net unrealized (depreciation)
   appreciation of investments during
   the period...........................    11,960,357
                                          ------------
  Net increase in net assets resulting
   from operations......................    11,715,775
                                          ------------
UNIT TRANSACTIONS:
  Purchases.............................     8,280,760
  Net transfers.........................     5,278,620
  Surrenders for benefit payments and
   fees.................................    (5,716,942)
  Net annuity transactions..............          (440)
                                          ------------
  Net increase in net assets resulting
   from unit transactions...............     7,841,998
                                          ------------
  Total increase in net assets..........    19,557,773
NET ASSETS:
  Beginning of period...................    89,578,892
                                          ------------
  End of period.........................  $109,136,665
                                          ============
</TABLE>

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

<TABLE>
<CAPTION>
                                             DEVELOPING      EMERGING      DIVERSIFIED        MID-CAP
                                               GROWTH         MARKETS        INCOME           EQUITY
                                            SUB-ACCOUNT     SUB-ACCOUNT    SUB-ACCOUNT    SUB-ACCOUNT****
                                            ------------    -----------    -----------    ---------------
<S>                                         <C>             <C>            <C>            <C>
OPERATIONS:
  Net investment (loss) income..........    $ (1,058,008)   $  (165,835)   $ 5,743,823      $  (254,818)
  Capital gains income..................         --             --             --              --
  Net realized gain (loss) on security
   transactions.........................       1,312,196       (203,975)       (39,961)         103,985
  Net unrealized appreciation
   (depreciation) of investments during
   the period...........................      66,388,520      9,904,528     (8,188,376)      27,634,475
                                            ------------    -----------    -----------      -----------
  Net increase (decrease) in net assets
   resulting from operations............      66,642,708      9,534,718     (2,484,514)      27,483,642
                                            ------------    -----------    -----------      -----------
UNIT TRANSACTIONS:
  Purchases.............................       5,143,087        798,422      4,716,433        5,404,680
  Net transfers.........................       7,894,645       (219,128)     1,271,481       14,052,003
  Surrenders for benefit payments and
   fees.................................      (7,509,093)    (1,275,935)    (6,571,543)      (1,960,056)
  Net annuity transactions..............         192,035         67,560          9,251         --
                                            ------------    -----------    -----------      -----------
  Net increase (decrease) in net assets
   resulting from unit transactions.....       5,720,674       (629,081)      (574,378)      17,496,627
                                            ------------    -----------    -----------      -----------
  Total increase (decrease) in net
   assets...............................      72,363,382      8,905,637     (3,058,892)      44,980,269
NET ASSETS:
  Beginning of period...................      74,479,315     12,090,037     80,763,227       24,730,698
                                            ------------    -----------    -----------      -----------
  End of period.........................    $146,842,697    $20,995,674    $77,704,335      $69,710,967
                                            ============    ===========    ===========      ===========
</TABLE>

 **  From inception, September 7, 1999, to December 31, 1999.
***  From inception, September 20, 1999, to December 31, 1999.
**** Formerly Mid-Cap Growth Sub-Account; change effective September 8, 1999.

HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
STATEMENTS OF CHANGES IN NET ASSETS -- (CONTINUED)
FOR THE YEAR ENDED DECEMBER 31, 1998

<TABLE>
<CAPTION>
                                             DEVELOPING       EMERGING      DIVERSIFIED         MID-CAP
                                               GROWTH         MARKETS          INCOME           EQUITY
                                            SUB-ACCOUNT     SUB-ACCOUNT     SUB-ACCOUNT     SUB-ACCOUNT****
                                            ------------    ------------    ------------    ---------------
<S>                                         <C>             <C>             <C>             <C>
OPERATIONS:
  Net investment (loss) income..........    $  (862,789)    $   (25,420)    $ 4,075,834       $  (163,766)
  Capital gains income..................        110,206          44,837          85,594           198,842
  Net realized (loss) gain on security
   transactions.........................       (327,553)     (1,361,056)            548          (166,311)
  Net unrealized appreciation
   (depreciation) of investments during
   the
   period...............................      5,740,263      (4,702,323)     (2,456,320)          790,477
                                            -----------     -----------     -----------       -----------
  Net increase (decrease) in net assets
   resulting from operations............      4,660,127      (6,043,962)      1,705,656           659,242
                                            -----------     -----------     -----------       -----------
UNIT TRANSACTIONS:
  Purchases.............................      4,110,151         726,460       8,572,861         4,768,336
  Net transfers.........................     (5,495,094)     (3,374,149)     21,054,049         2,911,337
  Surrenders for benefit payments and
   fees.................................     (4,440,843)     (1,031,340)     (5,684,565)         (810,632)
  Net annuity transactions..............         (3,733)         (3,230)          6,816          --
                                            -----------     -----------     -----------       -----------
  Net (decrease) increase in net assets
   resulting from unit transactions.....     (5,829,519)     (3,682,259)     23,949,161         6,869,041
                                            -----------     -----------     -----------       -----------
  Total (decrease) increase in net
   assets...............................     (1,169,392)     (9,726,221)     25,654,817         7,528,283
NET ASSETS:
  Beginning of period...................     75,648,707      21,816,258      55,108,410        17,202,415
                                            -----------     -----------     -----------       -----------
  End of period.........................    $74,479,315     $12,090,037     $80,763,227       $24,730,698
                                            ===========     ===========     ===========       ===========
</TABLE>

  *  From inception, April 1, 1998, to December 31, 1998.

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

------------------------------------ SA-14 -------------------------------------
<PAGE>
<TABLE>
<CAPTION>

                                                                                           MID-CAP        EMERGING
                                         STRATEGIC STOCK    ENTERPRISE     HIGH YIELD       VALUE       MARKETS DEBT
                                           SUB-ACCOUNT     SUB-ACCOUNT    SUB-ACCOUNT    SUB-ACCOUNT    SUB-ACCOUNT
                                         ---------------   ------------   ------------   ------------   ------------
<S>                                      <C>               <C>            <C>            <C>            <C>
OPERATIONS:
  Net investment (loss) income..........   $   (45,127)    $  (117,997)   $ 1,484,692    $  (134,962)     $106,384
  Capital gains income..................        19,014         576,428        --           2,170,992        --
  Net realized gain (loss) on security
   transactions.........................        (1,919)          4,371          3,214         23,187           867
  Net unrealized appreciation
   (depreciation) of investments during
   the period...........................      (445,298)      2,973,314       (563,346)       629,983        46,701
                                           -----------     -----------    -----------    -----------      --------
  Net increase (decrease) in net assets
   resulting from operations............      (473,330)      3,436,116        924,560      2,689,200       153,952
                                           -----------     -----------    -----------    -----------      --------
UNIT TRANSACTIONS:
  Purchases.............................     2,332,280       5,182,021      4,749,557      3,567,981       294,224
  Net transfers.........................     4,383,997      10,043,099      8,661,074      5,842,947       284,171
  Surrenders for benefit payments and
   fees.................................      (299,166)     (1,024,385)    (1,647,709)      (355,169)      (31,896)
  Net annuity transactions..............      --               --             --             --             --
                                           -----------     -----------    -----------    -----------      --------
  Net increase (decrease) in net assets
   resulting from unit transactions.....     6,417,111      14,200,735     11,762,922      9,055,759       546,499
                                           -----------     -----------    -----------    -----------      --------
  Total increase (decrease) in net
   assets...............................     5,943,781      17,636,851     12,687,482     11,744,959       700,451
NET ASSETS:
  Beginning of period...................     5,541,780       4,330,706     10,106,933      7,418,972       260,669
                                           -----------     -----------    -----------    -----------      --------
  End of period.........................   $11,485,561     $21,967,557    $22,794,415    $19,163,931      $961,120
                                           ===========     ===========    ===========    ===========      ========

<CAPTION>
                                            EMERGING          ACTIVE
                                             MARKETS      INTERNATIONAL        FIXED
                                             EQUITY         ALLOCATION        INCOME
                                          SUB-ACCOUNT**   SUB-ACCOUNT***   SUB-ACCOUNT**
                                          -------------   --------------   -------------
<S>                                       <C>             <C>              <C>
OPERATIONS:
  Net investment (loss) income..........    $   (5,722)      $     66       $   61,081
  Capital gains income..................       --             --               --
  Net realized gain (loss) on security
   transactions.........................         4,110            499            5,167
  Net unrealized appreciation
   (depreciation) of investments during
   the period...........................       750,282         43,907          (65,066)
                                            ----------       --------       ----------
  Net increase (decrease) in net assets
   resulting from operations............       748,670         44,472            1,182
                                            ----------       --------       ----------
UNIT TRANSACTIONS:
  Purchases.............................       637,643        303,214          271,824
  Net transfers.........................     1,712,968        221,037        1,291,003
  Surrenders for benefit payments and
   fees.................................        (5,990)        (2,662)         (21,468)
  Net annuity transactions..............       --             --               --
                                            ----------       --------       ----------
  Net increase (decrease) in net assets
   resulting from unit transactions.....     2,344,621        521,589        1,541,359
                                            ----------       --------       ----------
  Total increase (decrease) in net
   assets...............................     3,093,291        566,061        1,542,541
NET ASSETS:
  Beginning of period...................       --             --               --
                                            ----------       --------       ----------
  End of period.........................    $3,093,291       $566,061       $1,542,541
                                            ==========       ========       ==========
</TABLE>

<TABLE>
<CAPTION>
                                                                                                    MID-CAP           EMERGING
                                         STRATEGIC STOCK       ENTERPRISE        HIGH YIELD          VALUE          MARKETS DEBT
                                           SUB-ACCOUNT        SUB-ACCOUNT       SUB-ACCOUNT*      SUB-ACCOUNT*      SUB-ACCOUNT*
                                         ---------------      ------------      ------------      ------------      ------------
<S>                                      <C>                  <C>               <C>               <C>               <C>
OPERATIONS:
  Net investment (loss) income..........   $   (23,290)       $   (18,104)      $   496,873       $   (20,531)      $    29,495
  Capital gains income..................      --                  --                 96,662           161,531           --
  Net realized (loss) gain on security
   transactions.........................            53             (1,243)           (1,146)              458            (1,631)
  Net unrealized appreciation
   (depreciation) of investments during
   the
   period...............................       279,845            483,645          (421,185)          433,339           (67,755)
                                           -----------        -----------       -----------       -----------       -----------
  Net increase (decrease) in net assets
   resulting from operations............       256,608            464,298           171,204           574,797           (39,891)
                                           -----------        -----------       -----------       -----------       -----------
UNIT TRANSACTIONS:
  Purchases.............................     1,952,495          1,417,282         3,719,605         2,520,643           119,619
  Net transfers.........................     3,478,285          2,480,461         6,350,686         4,446,588           185,592
  Surrenders for benefit payments and
   fees.................................      (145,608)           (31,335)         (134,562)         (123,056)           (4,651)
  Net annuity transactions..............      --                  --                --                --                --
                                           -----------        -----------       -----------       -----------       -----------
  Net (decrease) increase in net assets
   resulting from unit transactions.....     5,285,172          3,866,408         9,935,729         6,844,175           300,560
                                           -----------        -----------       -----------       -----------       -----------
  Total (decrease) increase in net
   assets...............................     5,541,780          4,330,706        10,106,933         7,418,972           260,669
NET ASSETS:
  Beginning of period...................      --                  --                --                --                --
                                           -----------        -----------       -----------       -----------       -----------
  End of period.........................   $ 5,541,780        $ 4,330,706       $10,106,933       $ 7,418,972       $   260,669
                                           ===========        ===========       ===========       ===========       ===========
</TABLE>

------------------------------------ SA-15 -------------------------------------
<PAGE>
 SEPARATE ACCOUNT THREE
--------------------------------------------------------------------------------
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999

 1.  ORGANIZATION:

    Separate Account Three (the Account) is a separate investment account within
    Hartford Life and Annuity Insurance Company (the Company) and is registered
    with the Securities and Exchange Commission (SEC) as a unit investment trust
    under the Investment Company Act of 1940, as amended. Both the Company and
    the Account are subject to supervision and regulation by the Department of
    Insurance of the State of Connecticut and the SEC. The Account invests
    deposits by variable annuity contractowners of the Company in various mutual
    funds (the Funds) as directed by the contractowners.

 2.  SIGNIFICANT ACCOUNTING POLICIES:

    The following is a summary of significant accounting policies of the
    Account, which are in accordance with generally accepted accounting
    principles in the investment company industry:

   a)  SECURITY TRANSACTIONS--Security transactions are recorded on the trade
       date (date the order to buy or sell is executed). Realized gains and
       losses on the sales of securities are computed on the basis of identified
       cost of the fund shares sold. Dividend and capital gains income is
       accrued as of the ex-dividend date. Capital gains income represents
       dividends from the Funds which are characterized as capital gains under
       tax regulations.

   b)  SECURITY VALUATION--The investments in shares of the Morgan Stanley Dean
       Witter Select Dimensions Investment Series, the Van Kampen Life
       Investment Trust, and the Morgan Stanley Dean Witter Universal Funds,
       Inc. are valued at the closing net asset value per share as determined by
       the appropriate Fund as of December 31, 1999.

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

   d)  FEDERAL INCOME TAXES--The operations of the Account form a part of, and
       are taxed with, the total operations of the Company, which is taxed as an
       insurance company under the Internal Revenue Code. Under current law, no
       Federal income taxes are payable with respect to the operations of the
       Account.

   e)  USE OF ESTIMATES--The preparation of financial statements in conformity
       with generally accepted accounting principles requires management to make
       estimates and assumptions that affect the reported amounts of assets and
       liabilities as of the date of the financial statements and the reported
       amounts of income and expenses during the period. Operating results in
       the future could vary from the amounts derived from management's
       estimates.

 3.  ADMINISTRATION OF THE ACCOUNT AND RELATED CHARGES:

   a)  MORTALITY AND EXPENSE UNDERTAKINGS--The Company, as issuer of variable
       annuity contracts, provides the mortality and expense undertakings and,
       with respect to the Account, receives a maximum annual fee of up to 1.50%
       of the Account's average daily net assets. The Company also provides
       administrative services and receives an annual fee of 0.15% of the
       Account's average daily net assets.

   b)  DEDUCTION OF ANNUAL MAINTENANCE FEE--Annual maintenance fees are deducted
       through termination of units of interest from applicable contract owners'
       accounts, in accordance with the terms of the contracts. These charges
       are reflected in surrenders for benefit payments and fees on the
       accompanying statements of changes in net assets.

------------------------------------ SA-16 -------------------------------------
<PAGE>
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
              ----------------------------------------------------

To the Board of Directors of
Hartford Life and Annuity Insurance Company:

We have audited the accompanying statutory balance sheets of Hartford Life and
Annuity Insurance Company (a Connecticut Corporation and wholly owned subsidiary
of Hartford Life Insurance Company) (the Company) as of December 31, 1999 and
1998, and the related statutory statements of operations, changes in capital and
surplus, and cash flows for each of the three years in the period ended December
31, 1999. These statutory financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
statutory financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

The Company presents its financial statements in conformity with statutory
accounting practices as described in Note 2 of notes to statutory financial
statements. When financial statements are presented for purposes other than for
filing with a regulatory agency, auditing standards generally accepted in the
United States require that an auditors' report on them state whether they are
presented in conformity with accounting principles generally accepted in the
United States. The accounting practices used by the Company vary from accounting
principles generally accepted in the United States as explained and quantified
in Note 2.

In our opinion, because of the effects of the matter discussed in the preceding
paragraph, the statutory financial statements referred to above do not present
fairly, in conformity with accounting principles generally accepted in the
United States, the financial position of the Company as of December 31, 1999 and
1998, or the results of its operations or its cash flows for each of the three
years in the period ended December 31, 1999.

In our opinion, the statutory financial statements referred to above present
fairly, in all material respects, the financial position of the Company as of
December 31, 1999 and 1998, and the results of its operations and its cash flows
for each of the three years in the period ended December 31, 1999 in conformity
with statutory accounting practices as described in Note 2.

Hartford, Connecticut
January 31, 2000                                             ARTHUR ANDERSEN LLP

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

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

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

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

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

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

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

<TABLE>
<CAPTION>
                                                                        FOR THE YEARS ENDED
                                                                            DECEMBER 31,
<S>                                                                <C>        <C>        <C>
-------------------------------------------------------------------------------------------------
<CAPTION>
                                                                     1999       1998       1997
-------------------------------------------------------------------------------------------------
<S>                                                                <C>        <C>        <C>
COMMON STOCK
  Beginning and end of year                                        $  2,500   $  2,500   $  2,500
-------------------------------------------------------------------------------------------------
GROSS PAID-IN AND CONTRIBUTED SURPLUS
  Beginning and end of year                                         226,043    226,043    226,043
-------------------------------------------------------------------------------------------------
UNASSIGNED FUNDS
  Balance, beginning of year                                        247,969    143,257     74,570
  Net income                                                         24,427    102,626     74,042
  Change in net unrealized capital gains on common stocks
   and other invested assets                                          2,258      1,688      2,186
  Change in asset valuation reserve                                  16,847     (8,112)    (6,228)
  Change in non-admitted assets                                       6,557     (1,277)    (1,313)
  Credit on reinsurance ceded                                        (3,725)     9,787         --
-------------------------------------------------------------------------------------------------
  Balance, end of year                                              294,333    247,969    143,257
-------------------------------------------------------------------------------------------------
CAPITAL AND SURPLUS,
  End of year                                                      $522,876   $476,512   $371,800
-------------------------------------------------------------------------------------------------
</TABLE>

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

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

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

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

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

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

1. ORGANIZATION AND DESCRIPTION OF BUSINESS:

Hartford Life and Annuity Insurance Company (the "Company") is a wholly owned
subsidiary of Hartford Life Insurance Company ("HLIC"), which is an indirect
subsidiary of Hartford Life, Inc. ("HLI"). HLI is indirectly majority owned by
The Hartford Financial Services Group, Inc. ("The Hartford"). On February 10,
1997, HLI filed a registration statement, as amended, with the Securities and
Exchange Commission relating to the initial public offering of HLI Class A
Common Stock (the "Offering"). Pursuant to the Offering on May 22, 1997, HLI
sold to the public 26 million shares, representing approximately 18.6% of the
equity ownership of HLI.

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

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

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

BASIS OF PRESENTATION

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

Current prescribed statutory accounting practices include accounting
publications of the NAIC, as well as state laws, regulations and general
administrative rules. Permitted statutory accounting practices encompass
accounting practices approved by state insurance departments. The Company does
not follow any permitted statutory accounting practices that have a material
effect on statutory surplus, statutory net income or risk-based capital.

The preparation of financial statements in conformity with statutory accounting
principles requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reported periods. Actual results could
differ from those estimates. The most significant estimates include those used
in determining the liability for aggregate reserves for future benefits and the
liability for premium and other deposit funds. Although some variability is
inherent in these estimates, management believes the amounts provided are
adequate.

STATUTORY ACCOUNTING PRACTICES VERSUS GAAP

Statutory accounting practices and generally accepted accounting principles
("GAAP") differ in certain significant respects. These differences principally
involve:

(1) treatment of policy acquisition costs (commissions, underwriting and selling
    expenses, etc.) which are charged to expense when incurred for statutory
    purposes rather than on a pro-rata basis over the expected life and gross
    profit stream of the policy for GAAP purposes;

(2) recognition of premium revenues, which for statutory purposes are generally
    recorded as collected or when due during the premium paying period of the
    contract and which for GAAP purposes, for universal life policies and
    investment products, generally only consist of charges assessed to policy
    account balances for cost of insurance, policy administration and
    surrenders. When policy charges received relate to coverage or services to
    be provided in the future, the charges are recognized as revenue on a
    pro-rata basis over the expected life and gross profit stream of the policy.
    Also, for GAAP purposes, premiums for traditional life insurance policies
    are recognized as revenues when they are due from policyholders;

(3) development of liabilities for future policy benefits, which for statutory
    purposes predominantly use interest rate and mortality assumptions
    prescribed by the NAIC which may vary considerably from interest and
    mortality assumptions used under GAAP;

(4) providing for income taxes based on current taxable income only for
    statutory purposes, rather than establishing additional assets or
    liabilities for deferred Federal income taxes to recognize the tax effect
    related to reporting revenues and expenses in different periods for
    financial reporting and tax return purposes or required under GAAP;

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

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

                                      F-6
<PAGE>
(7) establishing a formula reserve for realized and unrealized losses due to
    default and equity risk associated with certain invested assets (Asset
    Valuation Reserve) for statutory purposes; as well as the deferral and
    amortization of realized gains and losses, caused by changes in interest
    rates during the period the asset is held, into income over the remaining
    life to maturity of the asset sold (Interest Maintenance Reserve) for
    statutory purposes; whereas on a GAAP basis, no such formula reserve is
    required and realized gains and losses are recognized in the period the
    asset is sold;

(8) the reporting of reserves and benefits net of reinsurance ceded for
    statutory purposes; whereas on a GAAP basis, reserves are reported gross of
    reinsurance with reserve credits presented as recoverable assets;

(9) the reporting of fixed maturities at amortized cost for statutory purposes,
    whereas GAAP requires that fixed maturities be classified as
    "held-to-maturity," "available-for-sale" or "trading," based on the
    Company's intentions with respect to the ultimate disposition of the
    security and its ability to affect those intentions. The Company's bonds
    were classified on a GAAP basis as available-for-sale and accordingly, those
    investments and common stocks were reflected at fair value with the
    corresponding impact included as a separate component of Stockholder's
    Equity; as well as the change in the basis of the Company's other invested
    assets, which consist primarily of limited partnership investments, which is
    recognized as income under GAAP and as a change in surplus under statutory
    accounting; and

(10) statutory accounting calculates separate account liabilities using
    prescribed actuarial methodologies, which approximate the market value of
    separate account assets less applicable surrender charges. The separate
    account surplus generated by these reserving methods is recorded as an
    amount due to or from the separate account on the statutory basis balance
    sheet, with changes reflected in the statutory basis results of operations.
    On a GAAP basis, separate account assets and liabilities are held at fair
    value.

As of and for the years ended December 31, the significant differences between
Statutory and GAAP basis net income and capital and surplus for the Company are
as follows:

<TABLE>
<CAPTION>
                                         1999          1998          1997
<S>                                  <C>           <C>           <C>
                                     ----------------------------------------
GAAP Net Income                      $    75,654   $    74,525   $    58,050
Deferral and amortization of policy
 acquisition costs, net                 (272,171)     (331,882)     (345,657)
Change in unearned revenue reserve       (64,915)       23,118         4,058
Deferred taxes                            57,833         2,476        47,092
Separate account expense allowance       214,388       259,287       282,818
Asset impairments and write-downs        (17,250)       17,250            --
Benefit reserve adjustment                11,491         5,360        24,666
Gain on commutation of reinsurance
 (Note 4)                                     --        52,026            --
Prepaid reinsurance premium               (3,524)           --            --
Statutory voluntary reserve               (6,286)           --            --
Other, net                                29,207           466         3,015
                                     ----------------------------------------
               STATUTORY NET INCOME  $    24,427   $   102,626   $    74,042
                                     ----------------------------------------
GAAP Stockholder's Equity            $   676,428   $   648,097   $   570,469
Deferred policy acquisition costs     (1,887,824)   (1,615,653)   (1,283,771)
Unearned revenue reserve                  95,965       160,951       134,789
Deferred taxes                           122,105        68,936        64,522
Separate account expense allowance     1,398,030     1,183,642       924,355
Asset impairments and write-downs             --        17,250            --
Unrealized losses (gains) on
 investments                              26,292       (24,955)      (21,451)
Benefit reserve adjustment                81,111        69,233        16,378
Asset valuation reserve                   (4,935)      (21,782)      (13,670)
Adjustment relating to Lyndon
 contribution (Note 4)                        --            --       (23,671)
Prepaid reinsurance premium               (7,728)       (4,204)           --
Statutory voluntary reserve               (6,286)           --            --
Other, net                                29,718        (5,003)        3,850
                                     ----------------------------------------
      STATUTORY CAPITAL AND SURPLUS  $   522,876   $   476,512   $   371,800
                                     ----------------------------------------
</TABLE>

                                      F-7
<PAGE>
AGGREGATE RESERVES FOR FUTURE BENEFITS AND LIABILITY FOR PREMIUM AND OTHER
DEPOSIT FUNDS

Aggregate reserves for payment of future life, health and annuity benefits were
computed in accordance with applicable actuarial standards. Reserves for life
insurance policies are generally based on the 1958 and 1980 Commissioner's
Standard Ordinary Mortality Tables and various valuation rates ranging from 2.5%
to 6%. Accumulation and on-benefit annuity reserves are based principally on
individual annuity tables at various rates ranging from

2.5% to 8.75% and using the Commissioners Annuity Reserve Valuation Method
("CARVM").

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

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

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

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

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

INVESTMENTS

Investments in bonds are carried at amortized cost. Bonds that are deemed
ineligible to be held at amortized cost by the NAIC Securities Valuation Office
("SVO") are carried at the appropriate SVO published value. When a reduction in
the value of a security is deemed to be unrecoverable, the decline in value is
reported as a realized loss and the carrying value is adjusted accordingly.
Short-term investments consist of money market funds and are stated at cost,
which approximates fair value. Common stocks are carried at fair value with the
current year change in the difference from cost reflected in surplus. Mortgage
loans, which are carried at cost and approximate fair value, include investments
in assets backed by mortgage loan pools. Other invested assets are generally
recorded at fair value.

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

CODIFICATION

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

                                      F-8
<PAGE>
3. INVESTMENTS:

  (a) COMPONENTS OF NET INVESTMENT INCOME

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

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

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

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

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

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

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

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

  (e) DERIVATIVE INVESTMENTS

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

  (f) CONCENTRATION OF CREDIT RISK

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

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

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

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

<TABLE>
<CAPTION>
                                                                                        1998
                                                                   ----------------------------------------------
                                                                                 Gross       Gross
                                                                   Amortized   Unrealized  Unrealized  Estimated
                                                                      Cost       Gains       Losses    Fair Value
<S>                                                                <C>         <C>         <C>         <C>
                                                                   ----------------------------------------------
U.S. government and government agencies and authorities:
  -- Guaranteed and sponsored                                      $    4,982   $    35      $  (2)    $    5,015
  -- Guaranteed and sponsored -- asset-backed                          75,615        --         --         75,615
States, municipalities and political subdivisions                      10,402       415         --         10,817
International governments                                               7,466       568         --          8,034
Public utilities                                                       94,475     1,330        (39)        95,766
All other corporate -- excluding asset-backed                         607,679     8,473       (792)       615,360
All other corporate -- asset-backed                                   505,900        --         --        505,900
Short-term investments                                                343,783        --         --        343,783
Certificates of deposit                                               130,216        84         --        130,300
Parents, subsidiaries and affiliates                                  117,057        --         --        117,057
                                                                   ----------------------------------------------
                           TOTAL BONDS AND SHORT-TERM INVESTMENTS  $1,897,575   $10,905      $(833)    $1,907,647
                                                                   ----------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                                               Gross       Gross
                                                                             Unrealized  Unrealized  Estimated
                                                                     Cost      Gains       Losses    Fair Value
<S>                                                                <C>       <C>         <C>         <C>
                                                                   --------------------------------------------
    Common stock -- unaffiliated                                   $ 4,933     $  290     $   (50)    $ 5,173
    Common stock -- affiliated                                      35,384      1,914      (1,821)     35,477
                                                                   --------------------------------------------
                                              TOTAL COMMON STOCKS  $40,317     $2,204     $(1,871)    $40,650
                                                                   --------------------------------------------
</TABLE>

The amortized cost and estimated fair value of bonds and short-term investments
as of December 31, 1999 by estimated maturity year are shown below. Asset-backed
securities, including mortgage-backed securities and collaterialized mortgage
obligations, are distributed to maturity year based on the Company's estimates
of the rate of

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

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

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

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

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

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

4. REINSURANCE:

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

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

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

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

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

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

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

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

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

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

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

5. RELATED PARTY TRANSACTIONS:

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

The Company has also invested in bonds of its affiliates, Hartford Financial
Services Corporation and HL Investment Advisors, Inc., and common stock of its
subsidiary, Hartford Life, LTD.

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

6. FEDERAL INCOME TAXES:

The Company and The Hartford have entered into a tax sharing agreement under
which each member in the consolidated U.S. Federal income tax return will make
payments between them such that, with respect to any period, the amount of taxes
to be paid by the Company, subject to certain adjustments, generally will be
determined as though the Company were filing separate Federal, state and local
income tax returns.

As long as The Hartford continues to own at least 80% of the combined voting
power and 80% of the value of the outstanding capital stock of HLI, the Company
will be included for Federal income tax purposes in the affiliated group of
which The Hartford is the common parent. The Hartford and its non-life
subsidiaries filed a single consolidated Federal income tax return for 1998 and
1997 and intend to file a separate consolidated Federal income tax return for
1999. The life insurance companies filed a separate consolidated Federal income
tax return for 1998 and 1997 and intend to file a separate consolidated Federal
income tax return for 1999. Federal income taxes (received) paid by the Company
for operations and capital gains (losses) were $(8,815), $25,780, and $(14,499)
in 1999, 1998 and 1997, respectively. The effective tax rate was (73)%, 27%, and
(28)% in 1999, 1998 and 1997, respectively.

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

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

7. CAPITAL AND SURPLUS AND SHAREHOLDER DIVIDEND RESTRICTIONS:

The maximum amount of dividends which can be paid to shareholders by Connecticut
domiciled insurance companies, without prior approval, is generally restricted
to the greater of 10% of surplus as of the preceding December 31st or the net
gain from operations for the previous year. Dividends are paid as determined by
the Board of Directors and are not cumulative. No dividends were paid in 1999,
1998 or 1997. The amount available for dividend in 2000 is approximately
$60,855.

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

All employees that work for The Hartford's life insurance companies are included
in The Hartford's non-contributory defined benefit pension plans. These plans
provide pension benefits that are based on years of service and the employee's
compensation during the last ten years of employment. The Hartford's funding
policy is to contribute annually an amount between the minimum funding
requirements set forth in the Employee Retirement Income Security Act of 1974,
as amended, and the maximum amount that can be deducted for U.S. Federal income
tax purposes. Generally, pension costs are funded through the purchase of group
pension contracts sold by affiliates. The costs that were allocated to the
Company for pension related expenses were $762, $1,045 and $840 for 1999, 1998
and 1997, respectively.

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

The assumed rate in the per capita cost of health care (the health care trend
rate) was 7.1% for 1999, decreasing ratably to 5.0% in the year 2003. Increasing
the health care trend rates by one percent per year would have an immaterial
impact on the accumulated postretirement benefit obligation and the annual
expense. To the extent that the actual experience differs from the inherent
assumptions, the effect will be amortized over the average future service of
covered employees.

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

9. SEPARATE ACCOUNTS:

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

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

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

  (a) LITIGATION

The Company is involved in pending and threatened litigation in the normal
course of its business in which claims for alleged economic and punitive damages
have been asserted. Some of these cases have been filed as purported class
actions and some cases have been filed in certain jurisdictions that permit
punitive damage awards disproportionate to the actual damages incurred. Although
there can be no assurances, at the present time, the Company does not anticipate
that the ultimate liability, arising from such pending or threatened litigation,
will have a material adverse effect on the statutory capital and surplus of the
Company.

  (b) GUARANTY FUNDS

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

  (c) TAX MATTERS

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

                                      F-14
<PAGE>








                                 PART C




<PAGE>


                           OTHER INFORMATION

Item 24.  Financial Statements and Exhibits

    (a)   All financial statements included in Part A and Part B to be filed
          by amendment.

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

          (2) Not applicable.

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

          (3) (b) Form of Dealer Agreement.(2)

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

          (5) Form of Application.(1)

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

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

          (7) Not applicable.

          (8) Participation Agreement.(1)

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

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

         (11) No financial statements are omitted.

         (12) Not applicable.

         (13) Not applicable

         (14) Not applicable

         (15) Power of Attorney.(4)

         (16) Organizational Chart.(4)

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

(1)    Incorporated by reference to Post-Effective Amendment No. 2, to
       the Registration Statement File No. 33-80732, dated May 1, 1995.

(2)    Incorporated by reference to Post-Effective Amendment No. 3, to
       the Registration Statement File No. 33-80732, dated May 1, 1996.

(3)    Incorporated by reference to Post-Effective Amendment No. 5, to
       the Registration Statement File No. 33-80732, dated April 13, 1998.

(4)    Incorporated by reference to Post-Effective Amendment No. 9 to
       the Registration Statement, File No. 33-80732, dated April 13,
       2000.


<PAGE>

Item 25. Directors and Officers of the Depositor

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

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

*Denotes Board of Directors.

<PAGE>

Item 26.  Persons Controlled By or Under Common Control with
          the Depositor or Registrant
          Filed herewith as Exhibit 16.

Item 27.  Number of Contract Owners

          As of May 31, 2000, there were 34,527 Contract Owners.

Item 28.  Indemnification


<PAGE>

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

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

         Section 33-777 of CGS specifically authorizes a corporation to procure
         indemnification insurance on behalf of an individual who was a
         director, officer, employer or agent of the corporation. Consistent
         with the statute, the directors and officers of the Depositor and
         Hartford Securities Distribution Company, Inc. ("HSD") are covered
         under a directors and


<PAGE>

         officers liability insurance policy issued to The Hartford Financial
         Services Group, Inc. and its subsidiaries.

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

<PAGE>

Item 29. Principal Underwriters

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

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


<PAGE>

     (b) Directors and Officers of HSD

         Name and Principal                     Positions and Offices
          Business Address                         With Underwriter
         ------------------                     ---------------------
         David A. Carlson                  Vice President
         Peter W. Cummins                  Senior Vice President
         David T. Foy                      Treasurer
         Lynda Godkin                      Senior Vice President, General
                                           Counsel and Corporate Secretary
         George R. Jay                     Controller
         Robert A. Kerzner                 Executive Vice President
         Thomas M. Marra                   Executive Vice President, Director
         Paul E. Olson                     Supervising Registered Principal
         Lowndes A. Smith                  President and Chief Executive
                                           Officer, Director


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

Item 30. Location of Accounts and Records

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

Item 31. Management Services

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

Item 32. Undertakings

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

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

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

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

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



<PAGE>



                              SIGNATURES


As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant has duly caused this Registration Statement to be signed
on its behalf, in the Town of Simsbury, and State of Connecticut on this 5th
day of July, 2000.

HARTFORD LIFE AND ANNUITY INSURANCE COMPANY -
SEPARATE ACCOUNT THREE
               (Registrant)

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

HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
               (Depositor)


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


Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons and in
the capacity and on the date indicated.

David T. Foy, Senior Vice President, Chief
     Financial Officer and Treasurer, Director*
Lynda Godkin, Senior Vice President, General
     Counsel and Corporate Secretary, Director*
Thomas M. Marra, President, Director*                *By: /s/ Marianne O'Doherty
Lowndes A. Smith, Chief Executive Officer,                ----------------------
     Director*                                            Marianne O'Doherty
David M. Znamierowski, Senior Vice President              Attorney-in-Fact
     And Chief Investment Officer, Director*
                                                     Date:  July 5, 2000




<PAGE>


                                    EXHIBIT INDEX


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

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



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