SEPARATE ACCOUNT FIVE OF HARTFORD LIFE INSURANCE CO
S-6EL24/A, 1996-11-01
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<PAGE>

                                                 Registration No.  333-00245

                  SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.

                    PRE-EFFECTIVE AMENDMENT NO. 1
                             TO FORM S-6

           FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
                OF SECURITIES OF UNIT INVESTMENT TRUSTS
                       REGISTERED ON FORM N-8B-2

A. Exact name of trust:  Separate Account Five

B. Name of depositor:  Hartford Life Insurance Company

C. Complete address of depositor's principal executive offices:

   P. O. Box 2999
   Hartford, CT  06104-2999

D. Name and address of agent for service:

   Thomas S. Clark, Esq.
   ITT Hartford Life Insurance Companies
   P. O. Box 2999
   Hartford, CT  06104-2999

E. Title and amount of securities being registered:

   Modified single premium variable life insurance contracts. Pursuant to 
   Rule 24f-2 under the Investment Company Act of 1940, the Registrant has
   registered an indefinite amount of securities.

F. Proposed maximum aggregate offering price to the public of the securities
   being registered:

   Not yet determined.

G. Amount of filing fee:  Paid

H. Approximate date of proposed public offering: As soon as practicable after
   the effective date of this registration statement.

The Registrant hereby amends this Registration Statement on such 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 Statement shall become 
effective on such date as the Commission, acting pursuant to said Section 
8(a), may determine.

The registrant hereby represents that it is relying on Section (13)(i)(B) of
Rule 6e-3(T).

<PAGE>

                      RECONCILIATION AND TIE BETWEEN
                         FORM N-8B AND PROSPECTUS


ITEM NO. OF
FORM N-8B-2          CAPTION IN PROSPECTUS

  1.                 Cover page

  2.                 Cover page

  3.                 Not applicable

  4.                 The Company; Distribution of the Contracts

  5.                 Summary - The Separate Account; The Separate Account -
                     General

  6.                 The Separate Account - General

  7.                 Not required by Form S-6

  8.                 Not required by Form S-6

  9.                 Legal Proceedings

  10.                Summary; The Separate Account - Portfolios; The Contract -
                     Application for a Contract;  Contract Benefits and Rights;
                     Other Matters - Voting Rights, Dividends

  11.                Summary; The Separate Account - Portfolios

  12.                Summary;  The Separate Account - Portfolios

  13.                Deductions and Charges;  Distribution of the Contracts;
                     Federal Tax Considerations

  14.                The Contract - Application for a Contract

  15.                The Contract - Allocation of Premium 

  16.                The Separate Account - Portfolios;  The Contract -
                     Allocation of Premium

  17.                Summary; Contract Benefits and Rights - Account Value and
                     Amount Payable on Surrender of the Contract, Cancellation
                     and Examine Rights

  18.                The Separate Account - Portfolios; Deduction and Charges;
                     Federal Tax Considerations

  19.                Other Matters - Statement to Contract Owners

  20.                Not applicable

  21.                Contract Benefits and Rights - Contract Loans

  22.                Not applicable

  23.                Safekeeping of Separate Account Assets

  24.                Other Matters - Assignment

  25.                The Company

  26.                Not applicable

  27.                The Company

  28.                The Company

  29.                The Company

  30.                Not applicable

  31.                Not applicable

  32.                Not applicable

  33.                Not applicable

  34.                Not applicable

  35.                Distribution of Contracts

  36.                Not required by Form S-6

  37.                Not applicable

  38.                Distribution of the Contracts

<PAGE>

ITEM NO. OF
FORM N-8B-2          CAPTION IN PROSPECTUS


  39.                the Company;  Distribution of the Contracts

  40.                Not applicable

  41.                The Company;  Distribution of the Contracts

  42.                Not applicable

  43.                Not applicable

  44.                The Contract - Allocation of Premium

  45.                Not applicable

  46.                Contract Benefits and Rights - Account Value

  47.                The Separate Account - Portfolio

  48.                Cover Page;  The Company

  49.                Not applicable

  50.                The Separate Account - General

  51.                Summary;  The Company;  The Contract;  Contract Benefits
                     and Rights;  Other Matters - Beneficiary

  52.                The Separate Account - Portfolios, Investment Adviser

  53.                Federal Tax Considerations

  54.                Not applicable

  55.                Not applicable

  56.                Not required by Form S-6

  57.                Not required by Form S-6

  58.                Not required by Form S-6

  59.                Not required by Form S-6

<PAGE>
 
     HARTFORD LIFE INSURANCE COMPANY
     P.O. Box 2999
     Hartford, CT 06104-2999
     Telephone (800) 231-5453
     SELECT DIMENSIONS LIFE
     Modified Single Premium
     Variable Life Insurance Contracts
 
    [LOGO]
 
   This  prospectus describes Select Dimensions Life, a modified single premium
 variable life  insurance  contract  ("Contract"  or  "Contracts")  offered  by
 Hartford  Life Insurance  Company ("Hartford Life")  to applicants  age 90 and
 under. The Contract lets the Contract Owner pay a single premium, and  subject
 to restrictions, additional premiums.
 
   The  Contract  is  a  modified endowment  contract  for  federal  income tax
 purposes,   except   in   certain   cases   described   under   "Federal   Tax
 Considerations," page   . A LOAN, DISTRIBUTION OR OTHER AMOUNT RECEIVED FROM A
 MODIFIED  ENDOWMENT CONTRACT DURING THE  LIFE OF THE INSURED  WILL BE TAXED TO
 THE EXTENT OF  ANY ACCUMULATED INCOME  IN THE CONTRACT.  ANY AMOUNTS THAT  ARE
 TAXABLE  WITHDRAWALS WILL  BE SUBJECT  TO A  10% ADDITIONAL  TAX, WITH CERTAIN
 EXCEPTIONS.
 
   Generally, the minimum initial premium Hartford Life will accept is $10,000.
 The initial premium will be allocated to the Money Market Portfolio. After the
 Right  to  Cancel  Period  has  expired,  the  amount  so  allocated  will  be
 transferred  to the Portfolios specified  in the Contract Owner's application.
 The following  underlying investment  portfolios  ("Portfolios") of  the  Dean
 Witter  Select Dimensions Investment Series are available under the Contracts:
 the  Money  Market  Portfolio,   the  North  American  Government   Securities
 Portfolio,  the  Diversified  Income Portfolio,  the  Balanced  Portfolio, the
 Utilities Portfolio,  the Dividend  Growth Portfolio,  the Value-Added  Market
 Portfolio, the Core Equity Portfolio, the American Value Portfolio, the Global
 Equity  Portfolio, the Developing  Growth Portfolio, and  the Emerging Markets
 Portfolio.
 
   There is no  guaranteed minimum Account  Value for a  Contract. The  Account
 Value  of a Contract will vary up or down to reflect the investment experience
 of the Portfolios to  which premiums have been  allocated. The Contract  Owner
 bears the investment risk for all amounts so allocated. The Contract continues
 in  effect while  the Cash  Surrender Value is  sufficient to  pay the monthly
 charges under the Contract ("Deduction Amount"). The contract may terminate if
 the cash surrender  value is  insufficient to  cover a  Deduction Amount,  and
 after  expiration of  a specified period,  no additional  premium payments are
 made.
 
   The Contracts provide for a Face Amount, which is the minimum death  benefit
 under  the Contract. The  death benefit ("Death Benefit")  may be greater than
 the Face Amount. The Account Value  will, and under certain circumstances  the
 Death  Benefit  of  the  Contract  may,  increase  or  decrease  based  on the
 investment experience of the Portfolios to which premiums have been allocated.
 However, while the Contract is in force, the Death Benefit will never be  less
 than  the Face  Amount. At  the death of  the Insured,  we will  pay the death
 proceeds ("Death Proceeds") to the  beneficiary. The Death Proceeds equal  the
 Death Benefit less any Indebtedness under the Contract.
 ------------------------------------------------------------------------------
 
 IT  MAY  NOT  BE  ADVANTAGEOUS  TO  PURCHASE  VARIABLE  LIFE  INSURANCE  AS  A
 REPLACEMENT FOR YOUR CURRENT LIFE INSURANCE  OR IF YOU ALREADY OWN A  VARIABLE
 LIFE INSURANCE CONTRACT.
 ------------------------------------------------------------------------------
 
 THIS  PROSPECTUS IS VALID  ONLY IF ACCOMPANIED BY  THE CURRENT PROSPECTUSES OF
 THE APPLICABLE ELIGIBLE PORTFOLIOS WHICH  CONTAIN A FULL DESCRIPTION OF  THOSE
 PORTFOLIOS. ALL PROSPECTUSES SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE.
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 THESE  SECURITIES HAVE NOT BEEN APPROVED  OR DISAPPROVED BY THE SECURITIES AND
 EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE  SECURITIES
 AND  EXCHANGE COMMISSION  OR ANY STATE  SECURITIES COMMISSION  PASSED UPON THE
 ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
 A CRIMINAL OFFENSE.
 ------------------------------------------------------------------------------
 THE PRODUCTS DESCRIBED HEREIN ARE NOT DEPOSITS OF, OR GUARANTEED BY ANY  BANK,
 NOR ARE THEY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL
 RESERVE  BOARD  OR ANY  OTHER  AGENCY, AND  ARE  SUBJECT TO  INVESTMENT RISKS,
 INCLUDING THE POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED.
 ------------------------------------------------------------------------------
 
 The date of this Prospectus is             .
 ------------------------------------------------------------------------------
<PAGE>
                                 SPECIAL TERMS
 
    As used in this Prospectus, the following terms have the indicated meanings:
 
ACCOUNT  VALUE: The current  value of Accumulation  Units plus the  value of the
Loan Account under the Contract.
 
ACCUMULATION UNIT: An accounting unit of measure used to calculate the value  of
a Sub-Account.
 
ANNUAL  WITHDRAWAL AMOUNT: The amount of  a surrender or partial withdrawal that
is not  subject to  the contingent  deferred sales  charge. This  amount in  any
Contract  year is the greater of 10%  of premiums or 100% of cumulative earnings
(Account Value less premiums paid).
 
CASH SURRENDER  VALUE: The  Account  Value less  any contingent  deferred  sales
charge and premium tax charge and all Indebtedness.
 
CODE: The Internal Revenue Code of 1986, as amended.
 
CONTRACT ANNIVERSARY: The yearly anniversary of the Contract Date.
 
CONTRACT  DATE: A date not  later than three business  days after receipt of the
initial premium at Hartford Life's Home Office.
 
CONTRACT OWNER: The person having rights  to benefits under the Contract  during
the lifetime of the Insured; the Contract Owner may or may not be the Insured.
 
CONTRACT YEARS: Annual periods computed from the Contract Date.
 
COVERAGE AMOUNT: The Death Benefit less the Account Value.
 
DEATH  BENEFIT: The greater of (1) the  Face Amount specified in the Contract or
(2) the Account Value on the date of death multiplied by a stated percentage  as
specified in the Contract.
 
DEATH  PROCEEDS: The amount that  we will pay on the  death of the Insured. This
equals the Death Benefit less any Indebtedness.
 
DEDUCTION AMOUNT: A deduction on the Contract Date and on each Monthly  Activity
Date  for the cost of insurance, a tax expense charge, an administrative charge,
and a mortality and expense risk charge.
 
FACE AMOUNT: On the Contract Date, the  initial Face Amount is the amount  shown
on the Contract's Specifications page. Thereafter, the Face Amount is reduced by
any partial withdrawals.
 
FUND: Dean Witter Select Dimensions Investment Series.
 
GUIDELINE  SINGLE PREMIUM: The "Guideline Single  Premium" as defined in Section
7702 of the Code.
 
HOME OFFICE: Currently located at  200 Hopmeadow Street, Simsbury,  Connecticut;
however, the mailing address is P.O. Box 2999, Hartford, Connecticut 06104-2999.
 
INDEBTEDNESS:  All monies  owed to  Hartford Life  by the  Contract Owner. These
monies include all outstanding loans on the Contract, including any interest due
or accrued Deduction Amount or annual maintenance fee.
 
INSURED: The person on whose life the Contract is issued.
 
LOAN ACCOUNT: An account in Hartford Life's General Account, established for any
amounts transferred from the Sub-Accounts for requested loans. The Loan  Account
credits  a fixed  rate of  interest of  4% per  annum that  is not  based on the
investment experience of the Separate Account.
 
MONTHLY ACTIVITY DATE: The day  of each month on  which the Deduction Amount  is
deducted from the Account Value of the Contract. Monthly Activity Dates occur on
the same day of the month as the Contract Date.
 
PORTFOLIOS:  Currently,  the portfolios  of  the Dean  Witter  Select Dimensions
Investment Series described on page 8 of this Prospectus.
 
PREFERRED LOAN:  The amount  of  the Loan  Account  that equals  the  difference
between the Account Value and the total of all premiums paid under the Contract.
 
SEPARATE ACCOUNT: Separate Account Five, an account established by Hartford Life
to separate the assets funding the Contracts from other assets of Hartford Life.
 
SUB-ACCOUNT:  The  subdivisions  of  the Separate  Account  used  to  allocate a
Contract Owner's Account Value, less Indebtedness, among the Portfolios.
 
                                       2
<PAGE>
VALUATION DAY: Every day the  New York Stock Exchange  is open for trading.  The
value  of the Separate Account is determined at  the close of the New York Stock
Exchange (currently 4:00 p.m. Eastern Time) on such days.
 
VALUATION PERIOD:  The  period  between  the close  of  business  on  successive
Valuation Days.
 
                                       3
<PAGE>
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                                                           PAGE
 <S>                                                                       <C>
 SUMMARY.................................................................    6
 THE COMPANY.............................................................    8
 THE SEPARATE ACCOUNT....................................................    9
   General...............................................................    9
   Portfolios............................................................    9
   Investment Adviser....................................................   11
 THE CONTRACT............................................................   12
   Application for a Contract............................................   12
   Premiums..............................................................   12
   Allocation of Premiums................................................   12
   Accumulation Unit Values..............................................   13
 DEDUCTIONS AND CHARGES..................................................   13
   Monthly Deductions....................................................   13
   Annual Maintenance Fee................................................   14
   Taxes Charged Against the Separate Account............................   15
   Charges Against the Portfolios........................................   15
   Contingent Deferred Sales Charge......................................   15
   Premium Tax Charge....................................................   15
 CONTRACT BENEFITS AND RIGHTS............................................   15
   Death Benefit.........................................................   15
   Account Value.........................................................   16
   Transfer of Account Value.............................................   16
   Contract Loans........................................................   16
   Amount Payable on Surrender of the Contract...........................   17
   Partial Withdrawals...................................................   18
   Benefits at Maturity..................................................   18
   Lapse and Reinstatement...............................................   18
   Cancellation and Exchange Rights......................................   18
   Suspension of Valuation, Payments and Transfers.......................   19
 LAST SURVIVOR CONTRACTS.................................................   19
 OTHER MATTERS...........................................................   19
   Voting Rights.........................................................   19
   Statements to Contract Owners.........................................   20
   Limit on Right to Contest.............................................   20
   Misstatement as to Age and Sex........................................   20
   Payment Options.......................................................   20
   Beneficiary...........................................................   22
   Assignment............................................................   22
   Dividends.............................................................   22
 EXECUTIVE OFFICERS AND DIRECTORS........................................   23
 DISTRIBUTION OF THE CONTRACTS...........................................   25
 SAFEKEEPING OF THE SEPARATE ACCOUNT'S ASSETS............................   26
 FEDERAL TAX CONSIDERATIONS..............................................   26
   General...............................................................   26
   Taxation of Hartford Life and the Separate Account....................   26
   Income Taxation of Contract Benefits..................................   26
   Last Survivor Contracts...............................................   27
   Modified Endowment Contracts..........................................   27
   Estate and Generation Skipping Taxes..................................   27
   Diversification Requirements..........................................   28
   Ownership of the Assets in the Separate Account.......................   28
   Life Insurance Purchased for Use in Split Dollar Arrangements.........   28
   Federal Income Tax Withholding........................................   29
   Non-Individual Ownership of Contracts.................................   29
</TABLE>
 
                                       4
<PAGE>
<TABLE>
<CAPTION>
                                                                           PAGE
 <S>                                                                       <C>
   Other.................................................................   29
   Life Insurance Purchases by Nonresident Aliens and Foreign
    Corporation..........................................................   29
 LEGAL PROCEEDINGS.......................................................   29
 LEGAL MATTERS...........................................................   29
 EXPERTS.................................................................   29
 REGISTRATION STATEMENT..................................................   30
 APPENDIX A..............................................................   31
</TABLE>
 
               THE CONTRACTS MAY NOT BE AVAILABLE IN ALL STATES.
 
    THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH  OFFERING MAY NOT BE LAWFULLY MADE. NO DEALER OR OTHER PERSON IS AUTHORIZED
TO GIVE ANY  INFORMATION OR  MAKE ANY  REPRESENTATIONS IN  CONNECTION WITH  THIS
OFFERING  OTHER THAN THOSE CONTAINED  IN THIS PROSPECTUS, AND  IF GIVEN OR MADE,
SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED ON.
 
                                       5
<PAGE>
                                    SUMMARY
 
THE CONTRACT
 
    The Contracts are life insurance contracts with death benefits, cash values,
and  other traditional  life insurance  features. The  Contracts are "variable."
Unlike the fixed benefits  of ordinary whole life  insurance, the Account  Value
will,  and the Death Benefit  may, increase or decrease  based on the investment
experience of  the  Portfolios  to  which  premiums  have  been  allocated.  The
Contracts  are  credited with  units  ("Accumulation Units")  to  calculate cash
values. The Contract Owner may transfer the cash values among the Portfolios.
 
    The Contracts can be issued on a single life or "last survivor" basis. For a
discussion of how last survivor  Contracts operate differently from single  life
Contracts, see "Last Survivor Contracts," page 27.
 
THE SEPARATE ACCOUNT AND THE PORTFOLIOS
 
    Separate Account Five ("Separate Account") funds the variable life insurance
Contracts  offered by  this prospectus.  Hartford Life  established the Separate
Account pursuant to Connecticut insurance law and organized as a unit investment
trust registered  under  the  Investment  Company Act  of  1940.  The  Contracts
currently offer twelve sub-accounts ("Sub-Accounts"), each investing exclusively
in  a Portfolio. If  an initial premium  is submitted with  an application for a
Contract, it  will  be allocated,  within  three  business days  of  receipt  at
Hartford Life's Home Office, to the Money Market Portfolio. After the expiration
of  the Right to Cancel Period, the values in the Money Market Portfolio will be
allocated to one or more of the Portfolios as specified in the Contract  Owner's
application. See "The Contract -- Allocation of Premiums," page 12.
 
    Currently,  the Portfolios of  the Dean Witter  Select Dimensions Investment
Series available under the Contracts are: the Money Market Portfolio, the  North
American  Government Securities Portfolio, the Diversified Income Portfolio, the
Balanced Portfolio, the Utilities Portfolio, the Dividend Growth Portfolio,  the
Value-Added  Market  Portfolio, the  Core Equity  Portfolio, the  American Value
Portfolio, the Global Equity Portfolio, the Developing Growth Portfolio, and the
Emerging Markets  Portfolio.  Applicants  should read  the  prospectus  for  the
Portfolios  accompanying this  prospectus in connection  with the  purchase of a
Contract. The investment objectives of the  Portfolios are as set forth in  "The
Separate Account," page 9.
 
    The  investment adviser for  all the Portfolios  is Dean Witter InterCapital
Inc. Dean Witter InterCapital Inc. retains a sub-investment adviser with respect
to some of the Portfolios. See "The Separate Account," page 9.
 
    In 1994 and 1995, the Investment Adviser has agreed to waive the  management
fee  and to reimburse the Fund for  all other expenses, except for any brokerage
fees and a portion  of organizational expenses. For  the period January 1,  1996
through  December 31,  1996, the Investment  Adviser will continue  to waive the
management fee and to reimburse the operating expenses to the extent they exceed
0.50% of daily net assets of the Portfolio or until such time as the  respective
Portfolio  has $50 million  of net assets,  whichever comes first.  There are no
12b-2 fees assessed against the underlying Portfolios. See the "The Fund and its
Management" within the Fund  Prospectus for a complete  description of the  fees
that  are payable  for fund  operating expenses  and the  conditions of  the fee
waiver.
 
PREMIUMS
 
    The Contract permits the Contract Owner  to pay a large single premium,  and
subject  to restrictions, additional  premiums. The Contract  Owner may choose a
minimum initial premium  of 80%,  90% or 100%  of the  Guideline Single  Premium
(based  on the Face Amount). Under current underwriting rules, which are subject
to change, Applicants between the ages of  45 and 80 who pay an initial  premium
of 100% of the Guideline Single Premium are eligible for simplified underwriting
without  a medical examination if they meet simplified underwriting standards as
evidenced in their responses in the application. For Contract Owners who pay  an
initial  premium of 80% or 90% of the  Guideline Single Premium or who are below
age 45 or above age 80,  standard underwriting applies, except that  substandard
underwriting  applies  only  in  those cases  that  represent  substandard risks
according to customary underwriting guidelines. Additional premiums are  allowed
if  they do  not cause the  Contract to  fail to meet  the definition  of a life
insurance contract under  Section 7702 of  the Code. Hartford  Life may  require
evidence of insurability for any additional premiums which increase the Coverage
Amount.  Generally, the  minimum initial  premium Hartford  Life will  accept is
$10,000. Hartford Life may accept less than $10,000 under certain circumstances.
No premium will be accepted which does not meet the tax qualification guidelines
for life insurance under the Code.
 
                                       6
<PAGE>
DEDUCTIONS AND CHARGES
 
    On the Contract Date and on  each Monthly Activity Date, Hartford Life  will
deduct  a Deduction Amount from the Account  Value. The Deduction Amount will be
made pro  rata respecting  each Sub-Account  attributable to  the Contract.  The
Deduction  Amount  includes  a cost  of  insurance charge,  tax  expense charge,
administrative charge, and a mortality and expense risk charge. The monthly cost
of insurance charge is to cover Hartford Life's anticipated mortality costs.  In
addition, Hartford Life will deduct monthly from the Account Value a tax expense
charge  equal to an annual rate of 0.40%  for the first ten Contract Years. This
charge compensates Hartford Life for premium taxes imposed by various states and
local jurisdictions and for federal taxes imposed under Section 848 of the Code.
The charge includes a premium tax deduction of 0.25% and a federal tax deduction
of 0.15%. The premium tax deduction represents an average premium tax of 2.5% of
premiums over  ten years.  Hartford  Life will  deduct  from the  Account  Value
attributable to the Separate Account a monthly administrative charge equal to an
annual  rate of 0.40%. This charge  compensates Hartford Life for administrative
expenses incurred  in  the  administration  of  the  Separate  Account  and  the
Contracts. Hartford Life will also deduct from the Account Value attributable to
the  Separate Account a monthly charge equal to  an annual rate of 0.90% for the
mortality risks  and expense  risks Hartford  Life assumes  in relation  to  the
variable portion of the Contracts. If the Cash Surrender Value is not sufficient
to  cover a Deduction Amount  due on any Monthly  Activity Date the Contract may
lapse. See "Deductions and Charges -- Monthly Deductions," page 13 and "Contract
Benefits and Rights -- Lapse and Reinstatement," page 18.
 
    If the  Account  Value on  a  Contract  Anniversary is  less  than  $50,000,
Hartford  Life will deduct on  such date an Annual  Maintenance Fee of $30. This
fee will help reimburse Hartford  Life for administrative and maintenance  costs
of  the Contracts. See "Deductions and  Charges -- Annual Maintenance Fee," page
14.
 
    Hartford Life may set up a provision for income taxes against the assets  of
the  Separate  Account.  See  "Deductions and  Charges  --  Charges  Against The
Separate Account," page 15 and "Federal Tax Considerations," page 26.
 
    Applicants should review the prospectuses for the Portfolios which accompany
this prospectus for a description of the charges assessed against the assets  of
the Portfolios.
 
    Upon  surrender of  the Contract  and partial  withdrawals in  excess of the
Annual Withdrawal Amount, a contingent deferred sales charge may be assessed. In
Contract Years 1  through 3, this  charge is 7.5%  of surrendered Account  Value
attributable to premiums paid. In Contract Years 4 through 5, this charge is 6%.
In Contract Years 6 through 7, this charge is 4%. In Contract Years 8 through 9,
this  charge  is  2%. After  the  9th Contract  Year,  there is  no  charge. The
contingent deferred sales  charge is  imposed to cover  a portion  of the  sales
expense  incurred by Hartford  Life in distributing  the Contracts. This expense
includes agents commissions, advertising and  the printing of prospectuses.  See
"Deductions and Charges -- Contingent Deferred Sales Charge," page 15.
 
    During  the first nine Contract Years, a  premium tax charge will be imposed
on surrender or partial withdrawals.  See "Deductions and Charges --Premium  Tax
Charge," page 15.
 
    For  a discussion of the tax consequences  of surrender of the Contract or a
partial withdrawal, see "Federal Tax Considerations," page 26.
 
DEATH BENEFIT
 
    The Contracts provide for a Face  Amount which is the minimum Death  Benefit
under  the Contract. The Death  Benefit may be greater  than the Face Amount. At
the death of the Insured, we will pay the Death Proceeds to the beneficiary. The
Death Proceeds equal the Death Benefit less any Indebtedness under the Contract.
See "Contract Benefits and Rights -- Death Benefit," page 15.
 
ACCOUNT VALUE
 
    The Account Value of the Contract  will increase or decrease to reflect  the
investment   experience  of  the  Portfolios  applicable  to  the  Contract  and
deductions for  the monthly  Deduction Amount.  There is  no minimum  guaranteed
Account  Value and the  Contract Owner bears  the risk of  the investment in the
Portfolios. See "Contract Benefits and Rights -- Account Value," page 16.
 
                                       7
<PAGE>
CONTRACT LOANS
 
    A Contract Owner  may obtain one  or both of  two types of  cash loans  from
Hartford  Life. Both types of  loans are secured by the  Contract. At the time a
loan is requested, the  aggregate amount of all  loans (including the  currently
applied for loan) may not exceed 90% of the difference of the Account Value less
any  contingent deferred sales  charge and due and  unpaid Deduction Amount. See
"Contract Benefits and Rights -- Contract Loans," page 16.
 
LAPSE
 
    Under certain circumstances a Contract  may terminate if the Cash  Surrender
Value  on any Monthly Activity Date is  less than the required Monthly Deduction
Amount. Hartford Life will give  written notice to the  Contract Owner and a  61
day  grace period during  which additional amounts  may be paid  to continue the
Contract. See "Contract  Benefits and  Rights --  Contract Loans,"  page 16  and
"Lapse and Reinstatement," page 18.
 
CANCELLATION AND EXCHANGE RIGHTS
 
    An  applicant  has  a  limited  right to  return  his  or  her  Contract for
cancellation. If the applicant returns the  Contract, by mail or hand  delivery,
to  Hartford Life or to the agent who  sold the Contract, to be cancelled within
10 days after delivery of the Contract to the applicant (in certain cases,  this
free-look period is longer), Hartford Life will return to the applicant within 7
days  thereafter the greater of the premiums paid for the Contract or the sum of
(1) the Account Value on the date the returned Contract is received by  Hartford
Life or its agent and (2) any deductions under Contract or by the Portfolios for
taxes, charges or fees.
 
    In  addition, once the Contract is in  effect it may be exchanged during the
first 24 months after  its issuance for a  permanent life insurance contract  on
the  life of the Insured without submitting proof of insurability. See "Contract
Benefits and Rights -- Cancellation and Exchange Rights," page 18.
 
TAX CONSEQUENCES
 
    The current Federal tax  law generally excludes  all death benefit  payments
from  the gross income of the Contract beneficiary. The Contracts generally will
be treated as  modified endowment  contracts. This  status does  not affect  the
Contracts' classification as life insurance, nor does it affect the exclusion of
death benefit payments from gross income. HOWEVER, LOANS, DISTRIBUTIONS OR OTHER
AMOUNTS  RECEIVED UNDER A MODIFIED ENDOWMENT CONTRACT ARE TAXED TO THE EXTENT OF
ACCUMULATED INCOME IN THE CONTRACT (GENERALLY, THE EXCESS OF ACCOUNT VALUE  OVER
PREMIUMS  PAID)  AND MAY  BE  SUBJECT TO  A 10%  PENALTY  TAX. SEE  "FEDERAL TAX
CONSIDERATIONS," PAGE 26.
 
                                  THE COMPANY
 
    Hartford  Life   Insurance   Company  ("Hartford   Life")   was   originally
incorporated   under  the  laws  of  Massachusetts  on  June  5,  1902.  It  was
subsequently redomiciled to Connecticut.  It is a  stock life insurance  company
engaged  in the business  of writing health and  life insurance, both individual
and group, in all states of the United States and the District of Columbia.  The
offices  of Hartford  Life are  located in  Simsbury, Connecticut;  however, its
mailing address is P.O. Box 5085, Hartford, CT 06102-5085.
 
    Hartford Life is ultimately 100%  owned by Hartford Fire Insurance  Company,
one  of the largest multiple  lines insurance carriers in  the United States. On
December 20,  1995,  Hartford  Fire Insurance  Company  became  an  independent,
publicly traded corporation.
 
    Hartford  Life is rated A+ (superior) by A.M. Best and Company, Inc., on the
basis of its  financial soundness  and operating performance.  Hartford Life  is
rated  AA by Standard &  Poor's and AA+ by  Duff and Phelps on  the basis of its
claims paying ability. These ratings do not apply to the investment  performance
of  the  Sub-Accounts of  the Separate  Account. The  ratings apply  to Hartford
Life's ability  to meet  its insurance  obligations, including  those under  the
contract.
 
    Hartford  Life is subject  to Connecticut law  governing insurance companies
and is regulated and supervised by the Connecticut Commissioner of Insurance. An
annual statement in a prescribed form must be filed with that Commissioner on or
before March 1 in  each year covering  the operations of  Hartford Life for  the
 
                                       8
<PAGE>
preceding  year and  its financial  condition on December  31 of  such year. Its
books and assets are subject to review or examination by the Commissioner or his
agents at all times, and  a full examination of  its operations is conducted  by
the  National Association of  Insurance Commissioners ("NAIC")  at least once in
every four years. In  addition, Hartford Life is  subject to the insurance  laws
and  regulations of any jurisdiction in  which it sells its insurance contracts.
Hartford Life is also subject to  various Federal and state securities laws  and
regulations.
 
                              THE SEPARATE ACCOUNT
 
GENERAL
 
    Separate Account Five ("Separate Account") is a separate account of Hartford
Life  established on August 17, 1994 pursuant to the insurance laws of the State
of Connecticut and  organized as  a unit  investment trust  registered with  the
Securities and Exchange Commission under the Investment Company Act of 1940. The
Separate  Account  meets  the  definition of  "separate  account"  under federal
securities law. Under Connecticut  law, the assets of  the Separate Account  are
held  exclusively for  the benefit  of Contract  Owners and  persons entitled to
payments under  the Contracts.  The  assets for  the  Separate Account  are  not
chargeable  with liabilities  arising out of  any other  business which Hartford
Life may conduct.
 
PORTFOLIOS
 
    The underlying investment for  the Contracts are shares  of the Dean  Witter
Select  Dimensions Investment Series, an  open-end diversified series investment
company with multiple portfolios ("Portfolios"). The assets of each  Sub-Account
of  the Separate Account  are invested exclusively  in one of  the Portfolios. A
Contract Owner  may  allocate premiums  among  the Portfolios.  Contract  Owners
should  review the following brief descriptions  of the investment objectives of
the Portfolios in connection  with that allocation. There  is no assurance  that
any  of the Portfolios  will achieve its stated  objectives. Contract Owners are
also advised  to  read  the  prospectus for  the  Portfolios  accompanying  this
prospectus for more detailed information.
 
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)  and  high grade
corporate debt obligations maturing in thirteen months or less.
 
NORTH AMERICAN GOVERNMENT SECURITIES PORTFOLIO
 
    Seeks to earn a  high level of current  income while maintaining  relatively
low  volatility  of  principal,  by  investing  primarily  in  investment  grade
fixed-income securities issued or  guaranteed by the  U.S., Canadian or  Mexican
governments.
 
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 prospectus.
 
BALANCED PORTFOLIO
 
    Seeks  to  achieve high  total return  through a  combination of  income and
capital appreciation, by investing in  a diversified portfolio of common  stocks
and investment grade fixed-income securities.
 
UTILITIES PORTFOLIO
 
    Seeks  to provide current income and  long-term growth of income and capital
by investing in equity  and fixed-income securities of  companies in the  public
utilities industry.
 
                                       9
<PAGE>
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.
 
CORE EQUITY 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 VALUE 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  undervalued in  the
marketplace.
 
GLOBAL EQUITY PORTFOLIO
 
    Seeks a high level of total return on its assets primarily through long-term
capital  growth, and to a lesser 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.
 
EMERGING MARKETS PORTFOLIO
 
    Seeks  long-term  capital  appreciation  by  investing  primarily  in equity
securities of  companies  in emerging  market  countries. The  Emerging  Markets
Portfolio  may invest up  to 35% of  its total assets  in high risk fixed-income
securities that  are  rated below  investment  grade or  are  unrated  (commonly
referred  to as "junk bonds"). See the special considerations for investments in
high yield securities disclosed in the Fund prospectus.
 
    The Fund is organized as a  Massachusetts business trust and is an  open-end
diversified  management investment  company with  multiple portfolios  under the
Investment Company  Act of  1940. Each  Portfolio  of the  Fund is  managed  for
investment  purposes as if it  were a separate fund  issuing a separate class of
shares. Shares of the  Fund are offered to  the Separate Account established  by
Hartford  Life  or one  of  its affiliated  companies  specifically to  fund the
Contracts and  certain  flexible  premium deferred  variable  annuity  contracts
issued  by Hartford Life or one of its affiliates as permitted by the Investment
Company Act of 1940.
 
    The Portfolios are managed in  styles similar to other investment  companies
whose  shares are  generally offered  to the  public which  are managed  by Dean
Witter InterCapital Inc., the  Investment Manager, or  by TCW Funds  Management,
Inc.,  the Sub-Adviser  to certain  of the  Portfolios. The  portfolios of these
other investment companies may,  however, employ different investment  practices
and  may invest  in securities different  from those in  which their counterpart
Portfolios invest,  and  consequently  will not  have  identical  portfolios  or
experience identical investment results.
 
    The  Portfolios are available only to serve as the underlying investment for
variable annuity  and  variable  life  contracts.  A  full  description  of  the
Portfolios,  their  investment  objectives,  policies  and  restrictions, risks,
 
                                       10
<PAGE>
charges and expenses and  other aspects of their  operation is contained in  the
accompanying  Fund  Prospectus which  should be  read  in conjunction  with this
Prospectus before investing, and in the Fund Statement of Additional Information
which  may  be  ordered  without  charge  from  Dean  Witter  Select  Dimensions
Investment Series.
 
    It  is conceivable that in the future it may be disadvantageous for variable
life insurance  separate  accounts and  variable  annuity separate  accounts  to
invest  in the Portfolios simultaneously. Although Hartford Life and the Fund do
not currently foresee any such  disadvantages either to variable life  insurance
or  variable annuity  contract owners, the  Fund's Board of  Trustees intends to
monitor events in order to identify any material conflicts between variable life
and variable  annuity contract  owners and  to determine  what action,  if  any,
should  be taken in response thereto. If the  Board of Trustees of the Fund were
to conclude that separate Portfolios should be established for variable life and
variable annuity  separate  accounts,  Hartford Life  will  bear  the  attendant
expenses.
 
    All  investment income of and other distributions to each Sub-Account of the
Separate Account arising from the applicable Portfolio are reinvested in  shares
of  that Portfolio  at net asset  value. The  income and both  realized gains or
losses on the assets of each  Sub-Account of the Separate Account are  therefore
separate  and are credited to or  charged against the Sub-Account without regard
to income, gains or losses from any other Sub-Account or from any other business
of Hartford  Life. Hartford  Life  will purchase  shares  in the  Portfolios  in
connection  with premiums allocated to  the applicable Sub-Account in accordance
with Contract Owners directions and will redeem shares in the Portfolios to meet
Contract obligations or make adjustments in reserves, if any. The Portfolios are
required to  redeem Portfolio  shares at  net asset  value and  to make  payment
within seven days.
 
    Hartford Life reserves the right, subject to compliance with the law as then
in  effect,  to make  additions  to, deletions  from,  or substitutions  for the
Separate Account and its Sub-Accounts which fund the Contracts. If shares of any
of the Portfolios should no  longer be available for  investment, or if, in  the
judgment  of Hartford  Life's management,  further investment  in shares  of any
Portfolio should become inappropriate in view of the purposes of the  Contracts,
Hartford  Life may  substitute shares  of another  Portfolio for  shares already
purchased,  or  to  be  purchased  in  the  future,  under  the  Contracts.   No
substitution  of securities  will take  place without  notice to  and consent of
Contract Owners  and  without prior  approval  of the  Securities  and  Exchange
Commission to the extent required by the Investment Company Act of 1940. Subject
to  Contract Owner approval,  Hartford Life also  reserves the right  to end the
registration under the Investment Company Act of 1940 of the Separate Account or
any other separate  accounts of which  it is  the depositor which  may fund  the
Contracts.
 
    Each  Portfolio  is  subject to  investment  restrictions which  may  not be
changed without the approval of a majority of the shareholders of the Fund.  See
the accompanying prospectus for the Fund.
 
INVESTMENT ADVISER
 
    Dean  Witter InterCapital Inc. ("InterCapital" or the "Investment Manager"),
a Delaware Corporation, whose address is  Two World Trade Center, New York,  New
York  10048, is the Fund's Investment Manager. The Investment Manager, which was
incorporated in  July,  1992,  is  a wholly-owned  subsidiary  of  Dean  Witter,
Discover & Co., ("DWDC"), a balanced financial services organization providing a
broad range of nationally marketed credit and investment products.
 
    The  Fund  has retained  the  Investment Manager  to  provide administrative
services, manage its business  affairs and manage the  investment of the  Fund's
assets,  including the placing of orders for the purchase and sales of portfolio
securities. InterCapital has retained  its wholly-owned subsidiary, Dean  Witter
Services Company Inc., to perform the aforementioned administrative services for
the  Portfolios. For its services, each  Portfolio pays the Investment Manager a
monthly  fee.  See  the  accompanying  Fund  Prospectus  for  a  more   complete
description of the Investment Manager and the respective fees of the Portfolios.
 
    With  regard  to the  North  American Government  Securities  Portfolio, the
Balanced  Portfolio,  the  Core  Equity  Portfolio  and  the  Emerging   Markets
Portfolio,  under a  Sub-Advisory Agreement  between TCW  Funds Management, Inc.
(the "Sub-Adviser") and the Investment  Manager, the Sub-Adviser provides  these
Portfolios with investment advice and portfolio management, in each case subject
to  the overall supervision of the Investment Manager. The Sub-Adviser's address
is 865 South Figueroa Street, Suite 1800, Los Angeles, California 90017.
 
                                       11
<PAGE>
                                  THE CONTRACT
 
APPLICATION FOR A CONTRACT
 
    Individuals wishing to  purchase a  Contract must submit  an application  to
Hartford  Life. A Contract will  be issued only on the  lives of insureds age 90
and under who  supply evidence  of insurability satisfactory  to Hartford  Life.
Acceptance  is subject to  Hartford Life's underwriting  rules and Hartford Life
reserves the right to  reject an application for  any reason. IF AN  APPLICATION
FOR  A CONTRACT IS  REJECTED, THEN YOUR  INITIAL PREMIUM WILL  BE RETURNED ALONG
WITH AN ADDITIONAL AMOUNT FOR INTEREST, BASED ON THE CURRENT RATE BEING CREDITED
BY HARTFORD LIFE. No  change in the  terms or conditions of  a Contract will  be
made without the consent of the Contract Owner.
 
    The Contract will be effective on the Contract Date only after Hartford Life
has  received  all outstanding  delivery requirements  and received  the initial
premium. The Contract  Date is the  date used to  determine all future  cyclical
transactions  on the Contract, e.g., Monthly  Activity Date, Contract Months and
Contract Years. The Contract Date may be prior to, or the same as, the date  the
Contract is issued ("Issue Date").
 
    If  the Coverage Amount is over  then current limits established by Hartford
Life, the initial payment  will not be accepted  with the application. In  other
cases where we receive the initial payment with the application, we will provide
fixed  conditional insurance  during underwriting  according to  the terms  of a
conditional receipt.  The  fixed conditional  insurance  will be  the  insurance
applied  for,  up to  a  maximum that  varies by  age.  If no  fixed conditional
insurance was  in effect,  on Contract  delivery we  will require  a  sufficient
payment to place the insurance in force.
 
PREMIUMS
 
    The  Contract permits the Contract Owner to  pay a large single premium, and
subject to restrictions, additional  premiums. The Contract  Owner may choose  a
minimum  initial premium  of 80%,  90% or 100%  of the  Guideline Single Premium
(based on the Face Amount). Under current underwriting rules, which are  subject
to  change, Applicants between ages 45 and 80 who pay an initial premium of 100%
of the Guideline  Single Premium (subject  to then current  premium limits)  are
eligible  for simplified underwriting without a medical examination if they meet
simplified underwriting  standards  as  evidenced  in  their  responses  in  the
application. For Contract Owners who pay an initial premium of 80% or 90% of the
Guideline  Single Premium  or who  are below  age 45  or above  age 80, standard
underwriting applies, except that substandard underwriting applies only in those
cases that  represent  substandard  risks according  to  customary  underwriting
guidelines. Additional premiums are allowed if they do not cause the Contract to
fail  to meet the definition of a  life insurance contract under Section 7702 of
the Code. Hartford Life may require evidence of insurability for any  additional
premiums  which  increase the  Coverage Amount.  Generally, the  minimum initial
premium Hartford Life will accept is $10,000. Hartford Life may accept less than
$10,000 under certain circumstances. No premium will be accepted which does  not
meet the tax qualification guidelines for life insurance under the Code.
 
ALLOCATION OF PREMIUMS
 
    Within  three business  days of receipt  of a completed  application and the
initial premium at Hartford Life's Home Office, Hartford Life will allocate  the
entire  premium to the Money Market Portfolio. After the expiration of the Right
To Cancel  Period  the Account  Value  in the  Money  Market Portfolio  will  be
allocated  among the  Portfolios in  whole percentages  to purchase Accumulation
Units in  the applicable  Sub-Accounts  as the  Contract  Owner directs  in  the
application. Premiums received on or after the expiration of the Right to Cancel
Period  will be allocated among the  Sub-Accounts to purchase Accumulation Units
in such Sub-Accounts as  directed by the  Contract Owner or,  in the absence  of
directions, as specified in the original application. The number of Accumulation
Units  in each Sub-Account to  be credited to a  Contract (including the initial
allocation  to  the  Money  Market  Portfolio)  will  be  determined  first   by
multiplying  the premium by the percentage to  be allocated to each Portfolio to
determine the portion  to be  invested in the  Sub-Account. Each  portion to  be
invested  in each Sub-Account is then divided  by the Accumulation Unit Value of
that particular Sub-Account next computed after receipt of the payment.
 
ACCUMULATION UNIT VALUES
 
    The Accumulation Unit Value  for each Sub-Account will  vary to reflect  the
investment experience of the applicable Portfolio and will be determined on each
Valuation Day by multiplying the Accumulation Unit Value
 
                                       12
<PAGE>
of  the  particular  Sub-Account  on  the  preceding  Valuation  Day  by  a "Net
Investment Factor" for that Sub-Account for the Valuation Period then ended. The
Net Investment Factor for each Sub-Account is  the net asset value per share  of
the  corresponding Portfolio at  the end of  the Valuation Period  (plus the per
share dividends  or capital  gains by  that Portfolio  if the  ex-dividend  date
occurs  in the Valuation Period  then ended) divided by  the net asset value per
share of the corresponding Portfolio at  the beginning of the Valuation  Period.
Applicants  should refer  to the prospectus  for the  Portfolios which accompany
this prospectus for a description of how the assets of each Portfolio are valued
since such determination has a direct bearing on the Accumulation Unit Value  of
the  Sub-Account  and  therefore the  Account  Value  of a  Contract.  See also,
"Contract Benefits and Rights -- Account Value," page 16.
 
    All valuations  in  connection  with  a  Contract,  e.g.,  with  respect  to
determining  Account  Value  and Cash  Surrender  Value and  in  connection with
Contract Loans, or calculation of Death Benefits, or with respect to determining
the number of Accumulation Units to be credited to a Contract with each premium,
other than the initial premium, will be made on the date the request or  payment
is received by Hartford Life at its Home Office if such date is a Valuation Day;
otherwise such determination will be made on the next succeeding date which is a
Valuation Day.
 
                             DEDUCTIONS AND CHARGES
 
MONTHLY DEDUCTIONS
 
    On  the Contract Date, and on each  Monthly Activity Date after the Contract
Date, Hartford Life will deduct an amount ("Deduction Amount") to cover  charges
and  expenses incurred  in connection  with a  Contract. Each  monthly Deduction
Amount will  be deducted  pro rata  from each  Sub-Account attributable  to  the
Contract  such that the proportion of Account Value of the Contract attributable
to each  Sub-Account  remains the  same  before  and after  the  deduction.  The
Deduction  Amount will vary from month to  month. If the Cash Surrender Value is
not sufficient to cover a Deduction Amount due on any Monthly Activity Date, the
Contract  may  lapse.   See  "Contract   Benefits  and  Rights   --  Lapse   and
Reinstatement,"  page 18. The  following is a summary  of the monthly deductions
and charges which constitute the Deduction Amount:
 
    COST OF INSURANCE  CHARGE:   The cost  of insurance  charge covers  Hartford
Life's  anticipated mortality costs for  standard and substandard risks. Current
cost of insurance rates are lower after the 10th Contract Year and are based  on
whether  100%, 90%  or 80% of  the Guideline  Single Premium has  been paid. The
current cost  of  insurance  charge  will not  exceed  the  guaranteed  cost  of
insurance charge. This charge is a guaranteed maximum monthly rate multiplied by
the  Coverage Amount  on the  Contract Date  or any  Monthly Activity  Date. For
standard risks,  the guaranteed  cost of  insurance rate  is based  on the  1980
Commissioners  Standard  Ordinary Mortality  Table,  age last  birthday. (Unisex
rates may be required in some states.)  A table of guaranteed cost of  insurance
rates  per  $1,000 will  be included  in each  Contract; however,  Hartford Life
reserves the right to use rates less than those shown in the table.  Substandard
risks  will be charged at  a higher cost of insurance  rate that will not exceed
rates based on a multiple of the 1980 Commissioners Standard Ordinary  Mortality
Table,  age  last  birthday.  The  multiple  will  be  based  on  the  insured's
substandard rating.
 
    The Coverage Amount  is first  set on  the Contract  Date and  then on  each
Monthly  Activity Date.  On such days,  it is  the Face Amount  less the Account
Value subject to a  Minimum Coverage Amount. The  Coverage Amount remains  level
between the Monthly Activity Dates.
 
    The  Coverage Amount may be adjusted to continue to qualify the Contracts as
life insurance contracts under the current Federal tax law. Under that law,  the
Minimum  Coverage Amount  is a  stated percentage  of the  Account Value  of the
Contract  determined  on  each  Monthly  Activity  Date.  The  percentages  vary
according to the attained age of the Insured.
 
EXAMPLE:
 
    Face Amount = $100,000
    Account Value on the Monthly Activity Date = $30,000
    Insured's attained age = 40
    Minimum Coverage Amount percentage for age 40 = 150%
 
    On  the  Monthly Activity  Date,  the Coverage  Amount  is $70,000.  This is
calculated by  subtracting  the  Account  Value on  the  Monthly  Activity  Date
($30,000)   from   the   Face   Amount  ($100,000),   subject   to   a  possible
 
                                       13
<PAGE>
Minimum Coverage Amount adjustment. This  Minimum Coverage Amount is  determined
by  taking a percentage  of the Account  Value on the  Monthly Activity Date. In
this case,  the Minimum  Coverage Amount  is $45,000  (150% of  $30,000).  Since
$45,000  is  less than  the Face  Amount  less the  Account Value  ($70,000), no
adjustment is necessary. Therefore, the Coverage Amount will be $70,000.
 
    Assume that the Account Value in the above example was $50,000. The  Minimum
Coverage  Amount would be $75,000 (150% of  $50,000). Since this is greater than
the Face Amount less  the Account Value ($50,000),  the Coverage Amount for  the
Contract  Month  is  $75,000. (For  an  explanation  of the  Death  Benefit, see
"Contract Benefits and Rights" on page 15.)
 
    Because the Account  Value, and  as a result,  the Coverage  Amount under  a
Contract  may vary from  month to month,  the cost of  insurance charge may also
vary on each Monthly Activity Date.
 
    TAX EXPENSE CHARGE:   Hartford  Life will  deduct monthly  from the  Account
Value  a tax expense charge equal  to an annual rate of  0.40% for the first ten
Contract Years. This charge compensates Hartford Life for premium taxes  imposed
by  various states and  local jurisdictions and for  federal taxes imposed under
Section 848 of the Code.  The charge includes a  premium tax deduction of  0.25%
and  a federal tax deduction of 0.15%.  The 0.25% premium tax deduction over ten
Contract Years approximates Hartford Life's average expenses for state and local
premium taxes (2.5%). Premium taxes vary,  ranging from zero to more than  4.0%.
The  premium tax deduction is  made whether or not  any premium tax applies. The
deduction may be higher or lower than the premium tax imposed. However, Hartford
Life does not expect to make a profit from this deduction. The 0.15% federal tax
deduction helps reimburse Hartford Life  for approximate expenses incurred  from
federal  taxes under  Section 848 of  the Code.  The federal tax  deduction is a
factor Hartford Life must use when  computing the maximum sales load  chargeable
under Securities and Exchange Commission rules.
 
    ADMINISTRATIVE  CHARGE:  Hartford Life will  deduct monthly from the Account
Value attributable to the Separate Account an administrative charge equal to  an
annual  rate of 0.40%. This charge  compensates Hartford Life for administrative
expenses incurred  in  the  administration  of  the  Separate  Account  and  the
Contracts.
 
    MORTALITY  AND EXPENSE RISK CHARGE:   Hartford Life will deduct monthly from
the Account Value  attributable to  the Separate Account  a charge  equal to  an
annual  rate of 0.90%  for the mortality  risks and expense  risks Hartford Life
assumes in relation to the variable portion of the Contracts. The mortality risk
assumed is that the cost of insurance charges specified in the Contract will  be
insufficient  to meet claims.  Hartford Life also  assumes a risk  that the Face
Amount (the minimum Death Benefit) will  exceed the Coverage Amount on the  date
of  death plus  the Account  Value on  the date  Hartford Life  receives written
notice of death. The expense risk  assumed is that expenses incurred in  issuing
and  administering the Contracts  will exceed the  administrative charges set in
the Contract.  Hartford Life  may profit  from the  mortality and  expense  risk
charge  and may use any profits for any proper purpose, including any difference
between the cost it incurs in distributing the Contracts and the proceeds of the
contingent deferred sales charge.
 
    ANNUAL MAINTENANCE FEE:  If the  Account Value on a Contract Anniversary  is
less  than $50,000, Hartford Life will deduct on such date an Annual Maintenance
Fee of $30. This  fee will help reimburse  Hartford Life for administrative  and
maintenance  costs  of  the Contracts.  The  sum of  the  monthly administrative
charges and the annual  maintenance fee will not  exceed the cost Hartford  Life
incurs in providing administrative services under the Contracts.
 
TAXES CHARGED AGAINST THE SEPARATE ACCOUNT
 
    Currently,  no charge  is made  to the  Separate Account  for federal income
taxes that  may be  attributable to  the Separate  Account. Hartford  Life  may,
however,  make such  a charge in  the future.  Charges for other  taxes, if any,
attributable to the Separate Account may also be made.
 
CHARGES AGAINST THE PORTFOLIOS
 
    The Separate Account purchases shares of the Portfolios at net asset  value.
The  net asset value  of the Portfolio shares  reflects investment advisory fees
and administrative expenses already deducted from the assets of the  Portfolios.
These charges are described in the prospectus for the Portfolios.
 
                                       14
<PAGE>
CONTINGENT DEFERRED SALES CHARGE
 
    Upon  surrender of  the Contract  and partial  withdrawals in  excess of the
Annual Withdrawal Amount, a contingent deferred sales charge may be assessed. In
Contract Years 1  through 3, this  charge is 7.5%  of surrendered Account  Value
attributable to premiums paid. In Contract Years 4 through 5, this charge is 6%.
In Contract Years 6 through 7, this charge is 4%. In Contract Years 8 through 9,
this charge is 2%. After the 9th Contract Year, there is no charge.
 
    In  determining the  contingent deferred  sales charge  and the  premium tax
charge discussed below, any surrender or partial withdrawal during the first ten
Contract Years will be deemed first  from earnings and then from premiums  paid.
If  an amount equal to  all premiums paid has been  withdrawn, no charge will be
assessed on a withdrawal of the remaining Account Value.
 
    The contingent deferred sales  charge is imposed to  cover a portion of  the
sales  expense incurred  by Hartford  Life in  distributing the  Contracts. This
expense  includes   agents  commissions,   advertising  and   the  printing   of
prospectuses.
 
    See  "Contract Benefits  and Rights  -- Amount  Payable on  Surrender of the
Contract," page 17.
 
PREMIUM TAX CHARGE
 
    During the first nine Contract Years,  a premium tax charge will be  imposed
on surrender or partial withdrawals. The premium tax charge is shown below, as a
percent of Account Value, at the end of each Contract Year:
 
<TABLE>
<CAPTION>
CONTRACT
  YEAR       RATE
- ---------  ---------
<S>        <C>
    1          2.25%
    2          2.00%
    3          1.75%
    4          1.50%
    5          1.25%
    6          1.00%
    7          0.75%
    8          0.50%
    9          0.25%
   10+         0.00%
</TABLE>
 
    After the ninth Contract Year, no premium tax charge will be imposed.
 
                          CONTRACT BENEFITS AND RIGHTS
 
DEATH BENEFIT
 
    While  in force, the Contract provides for the payment of the Death Proceeds
to the named  beneficiary when the  Insured under the  Contract dies. The  Death
Proceeds  payable  to the  beneficiary equal  the Death  Benefit less  any loans
outstanding. The Death Benefit equals the greater of (1) the Face Amount or  (2)
the  Account Value  multiplied by a  specified percentage.  The percentages vary
according to the attained age of the Insured and are specified in the  Contract.
Therefore, an increase in Account Value may increase the Death Benefit. However,
because the Death Benefit will never be less than the Face Amount, a decrease in
Account Value may decrease the Death Benefit but never below the Face Amount.
 
EXAMPLES:
 
<TABLE>
<CAPTION>
                                                                       A            B
                                                                  -----------  -----------
<S>                                                               <C>          <C>
Face Amount:                                                       $100,000     $100,000
Insured's Age:                                                        40           40
Account Value on Date of Death:                                     46,500       34,000
Specified Percentage:                                                250%         250%
</TABLE>
 
                                       15
<PAGE>
    In  Example  A, the  Death  Benefit equals  $116,250,  i.e., the  greater of
    $100,000 (the Face  Amount) or $116,250  (the Account Value  at the Date  of
    Death  of $46,500,  multiplied by  the specified  percentage of  250%). This
    amount less any outstanding  loans constitutes the  Death Proceeds which  we
    would pay to the beneficiary.
 
    In  Example B, the death benefit is  $100,000, i.e., the greater of $100,000
    (the Face Amount) or $85,000 (the Account Value of $34,000 multiplied by the
    specified percentage of 250%).
 
    All or part of  the Death Proceeds may  be paid in cash  or applied under  a
"Payment Option." See "Other Matters -- Payment Options," page 20.
 
ACCOUNT VALUE
 
    The  Account Value of a Contract will be computed on each Valuation Day. The
Account Value will vary to reflect the investment experience of the  Portfolios,
the  value of the  Loan Account and  the monthly Deduction  Amounts. There is no
minimum guaranteed Account Value.
 
    The Account Value of a particular Contract is related to the net asset value
of the Portfolios  to which premiums  on the Contract  have been allocated.  The
Account  Value on any Valuation  Day is calculated by  multiplying the number of
Accumulation Units  credited to  the  Contract in  each  Sub-Account as  of  the
Valuation  Day  by the  Accumulation  Unit Value  of  that Sub-Account  and then
summing the result  for all the  Sub-Accounts credited to  the Contract and  the
value  of the Loan Account. See "The Contract -- Accumulation Unit Values," page
13.
 
TRANSFER OF ACCOUNT VALUE
 
    While the Contract remains in effect and subject to Hartford Life's transfer
rules then in effect,  the Contract Owner  may request that part  or all of  the
Account  Value of a particular Sub-Account be transferred to other Sub-Accounts.
Hartford Life reserves the right to restrict the number of such transfers to  no
more  than 12 per Contract Year with  no two transfers being made on consecutive
Valuation Days. However, there are no restrictions on the number of transfers at
the present time. Transfers may  be made by written  request or by calling  toll
free  1-800-231-5453. Telephone transfers  may not be  permitted in some states.
The policy of Hartford Life and its agents and affiliates is that they will  not
be  responsible  for  losses  resulting  from  acting  upon  telephone  requests
reasonably  believed  to  be  genuine.  Hartford  Life  will  employ  reasonable
procedures  to confirm that instructions  communicated by telephone are genuine;
otherwise, Hartford Life  may be liable  for any losses  due to unauthorized  or
fraudulent  instructions. The procedures Hartford  Life follows for transactions
initiated  by  telephone  include  requirements  that  callers  provide  certain
information  for identification purposes. All transfer instructions by telephone
are tape recorded.
 
    Hartford Life may  modify the right  to reallocate Account  Value among  the
Sub-Accounts  if  Hartford Life  determines, in  its  sole discretion,  that the
exercise of that right by  one or more Contract Owners  is, or would be, to  the
disadvantage  of other  Contract Owners.  Any modification  could be  applied to
transfers to or from some or all of the Sub-Accounts and could include, but  not
be  limited to, the requirement  of a minimum period  between each transfer, not
accepting transfer requests of  an agent acting under  the power of attorney  on
behalf  of more than one Contract Owner,  or limiting the dollar amount that may
be transferred among  the Sub-Accounts at  one time. These  restrictions may  be
applied  in any manner  reasonably designed to  prevent any use  of the transfer
right that  Hartford Life  considered to  be disadvantageous  to other  Contract
Owners.
 
    As  a result of a transfer, the number of Accumulation Units credited to the
Sub-Account from  which the  transfer is  made  will be  reduced by  the  number
obtained  by dividing the  amount transferred by the  Accumulation Unit Value of
that Sub-Account  on  the Valuation  Day  Hartford Life  receives  the  transfer
request.  The number of Accumulation Units  credited to the Sub-Account to which
the transfer is made will  be increased by the  number obtained by dividing  the
amount  transferred by  the Accumulation Unit  Value of that  Sub-Account on the
Valuation Day Hartford Life receives the transfer request.
 
CONTRACT LOANS
 
    While the Contract is  in effect, a Contract  Owner may obtain, without  the
consent  of  the beneficiary  (provided the  designation  of beneficiary  is not
irrevocable), one or both of  two types of cash  loans from Hartford Life.  Both
types  of loans are secured by the  Contract. The aggregate loans (including the
currently applied for loan) may not exceed  at the time a loan is requested  90%
of  the Account  Value less  any contingent  deferred sales  charge and  due and
unpaid Deduction Amount.
 
                                       16
<PAGE>
    The  loan  amount  will  be  transferred  pro  rata  from  each  Sub-Account
attributable  to the Contract (unless the Contract Owner specifies otherwise) to
the Loan Account. The amounts allocated  to the Loan Account will bear  interest
at  a rate of  4% per annum (6%  for "Preferred Loans"). The  amount of the Loan
Account that equals the  difference between the Account  Value and the total  of
all  premiums paid under the Contract is considered a "Preferred Loan." The loan
interest rate that Hartford Life will charge  on all loans is 6% per annum.  The
difference  between the value of  the Loan Account and  the Indebtedness will be
transferred on a  pro-rata basis from  the Sub-Accounts to  the Loan Account  on
each Monthly Activity Date.
 
    If  the aggregate  outstanding loan(s) secured  by the  Contract exceeds the
Account Value of the Contract less any contingent deferred sales charges and due
and unpaid  Deduction Amount,  Hartford Life  will give  written notice  to  the
Contract  Owner that unless Hartford Life  receives an additional payment within
61 days to reduce the aggregate outstanding loan(s) secured by the Contract, the
Contract may lapse.
 
    All or any part of  any loan secured by a  Contract may be repaid while  the
Contract is still in effect. When loan repayments or interest payments are made,
they  will be  allocated among  the Sub-Account(s),  in the  same percentage as,
premiums  are  allocated  (unless  the  Contract  Owner  requests  a   different
allocation)  and an amount equal  to the payment will  be deducted from the Loan
Account. Any outstanding loan at the end of a Grace Period must be repaid before
the Contract will be reinstated. See "Contract Benefits and Rights -- Lapse  and
Reinstatement," page 18.
 
    A  loan, whether or not repaid, will  have a permanent effect on the Account
Value because the investment results of each Sub-Account will apply only to  the
amount  remaining in  such Sub-Accounts. The  longer a loan  is outstanding, the
greater  the  effect  is  likely  to  be.  The  effect  could  be  favorable  or
unfavorable.  If  the  Sub-Accounts earn  more  than  4% per  annum,  the annual
interest rate for amounts held in  the Loan Account, a Contract Owner's  Account
Value  will not increase as rapidly  as it would have had  no loan been made. If
the Sub-Accounts earn less than 4% per annum, the Contract Owner's Account Value
will be greater  than it would  have been had  no loan been  made. Also, if  not
repaid,  the aggregate  outstanding loan(s) will  reduce the  Death Proceeds and
Cash Surrender Value otherwise payable.
 
AMOUNT PAYABLE ON SURRENDER OF THE CONTRACT
 
    While the Contract  is in effect,  a Contract Owner  may elect, without  the
consent  of  the beneficiary  (provided the  designation  of beneficiary  is not
irrevocable), to  fully surrender  the Contract.  Upon surrender,  the  Contract
Owner  will receive the Cash  Surrender Value determined as  of the day Hartford
Life receives the Contract Owner's written request or the date requested by  the
Contract  Owner whichever is later. The  Cash Surrender Value equals the Account
Value less any contingent deferred sales charges and premium tax charge and  all
Indebtedness.  Hartford Life will  pay the Cash Surrender  Value of the Contract
within seven days of receipt by Hartford  Life of the written request or on  the
effective  surrender date requested  by the Contract  Owner, whichever is later.
The Contract will terminate on  the date of receipt  of the written request,  or
the date the Contract Owner requests the surrender to be effective, whichever is
later.  For a discussion  of the tax consequences  of surrendering the Contract,
see "Federal Tax Considerations," page 26.
 
    If the Contract Owner chooses to  apply the surrender proceeds to a  payment
option  (see  "Other  Matters  -- Payment  Options,"  page  20),  the contingent
deferred sales charge will not be  imposed to the surrender proceeds applied  to
the option. In other words, the surrender proceeds will equal the Cash Surrender
Value  without reduction for the contingent  deferred sales charge. However, the
premium tax charge, if applicable, will be deducted from the surrender  proceeds
to  be applied, and amounts withdrawn from Options  1, 5 or 6 will be subject to
the contingent deferred sales charge, if applicable.
 
PARTIAL WITHDRAWALS
 
    While the Contract  is in  effect, a Contract  Owner may  elect, by  written
request,  to make  partial withdrawals from  the Cash Surrender  Value. The Cash
Surrender Value, after partial withdrawal,  must at least equal Hartford  Life's
minimum amount rules then in effect; otherwise, the request will be treated as a
request  for full  surrender. The partial  withdrawal will be  deducted pro rata
from each Sub-Account, unless the  Contract Owner instructs otherwise. The  Face
Amount  will be reduced proportionate to the  reduction in the Account Value due
to the partial withdrawal. Partial withdrawals  will be deemed to be first  from
earnings,  if any, and then from premiums paid. Partial withdrawals in excess of
the Annual Withdrawal Amount  will be subject to  the contingent deferred  sales
charge  and any premium  tax charges. See "Deductions  and Charges -- Contingent
Deferred Sales  Charge,  Premium  Tax  Charge." For  a  discussion  of  the  tax
consequences of partial withdrawals, see "Federal Tax Considerations," page 26.
 
                                       17
<PAGE>
BENEFITS AT MATURITY
 
    If  the Insured  is living  on the "Maturity  Date" (the  anniversary of the
Contract Date on which the Insured is age 100), on surrender of the Contract  to
Hartford  Life, Hartford Life will pay to  the Contract Owner the Cash Surrender
Value. In such case, the Contract will terminate and Hartford Life will have  no
further  obligations under the  Contract. (The Maturity Date  may be extended by
rider where approved, but see "Income Taxation of Contract Benefits.")
 
LAPSE AND REINSTATEMENT
 
    The Contract  will  remain in  effect  until  the Cash  Surrender  Value  is
insufficient  to  cover  a Deduction  Amount  due  on a  Monthly  Activity Date.
Hartford Life will notify  the Contract Owner of  the deficiency in writing  and
will  provide a 61  day period ("Grace  Period") to pay  an amount sufficient to
cover the Deduction Amounts due.
 
    The Notice will  indicate the amount  that must be  paid. The Contract  will
continue through the Grace Period, but if no additional premium payment is made,
it  will terminate at the  end of the Grace Period.  If the person insured under
the Contract dies during the Grace Period, the Death Proceeds payable under  the
Contract  will  be  reduced  by  the Deduction  Amount(s)  due  and  unpaid. See
"Contract Benefits and Rights -- Death Benefit," page 15.
 
    If the Contract lapses,  the Contract Owner may  apply for reinstatement  of
the  Contract  by  payment  of the  reinstatement  premium  (and  any applicable
charges) shown in the Contract. A  request for reinstatement may be made  within
five  years of lapse. If  a loan was outstanding at  the time of lapse, Hartford
Life will  require repayment  of the  loan before  permitting reinstatement.  In
addition,  Hartford Life reserves the right  to require evidence of insurability
satisfactory to Hartford Life.
 
CANCELLATION AND EXCHANGE RIGHTS
 
    An Applicant has a limited right  to return a Contract for cancellation.  If
the  Contract is returned, by  mail or personal delivery  to Hartford Life or to
the agent who sold the Contract, to  be cancelled within 10 days after  delivery
of  the Contract to the Contract Owner (a longer free-look period is provided in
certain cases), Hartford  Life will return  to the Applicant  within 7 days  the
greater of premiums paid for the Contract or the sum of (1) the Account Value on
the date the returned Contract is received by Hartford Life or its agent and (2)
any deductions under Contract or by the Portfolios for taxes, charges or fees.
 
    Once  the Contract  is in effect,  it may  be exchanged during  the first 24
months after its issuance, for  a non-variable flexible premium adjustable  life
insurance  contract offered by  Hartford Life (or an  affiliated company) on the
life of  the Insured.  No evidence  of insurability  will be  required. The  new
contract  will have,  at the  election of  the Contract  Owner, either  the same
Coverage Amount under the exchanged contract on the date of exchange or the same
Death Benefit. The effective date, issue date and issue age will be the same  as
existed  under the exchanged  contract. If a contract  loan was outstanding, the
entire loan must  be repaid.  There may  be a  cash adjustment  required on  the
exchange.
 
SUSPENSION OF VALUATION, PAYMENTS AND TRANSFERS
 
    Hartford  Life will  suspend all  procedures requiring  valuation (including
transfers, surrenders and loans) on any day a national stock exchange is  closed
or  trading  is  restricted due  to  an  existing emergency  as  defined  by the
Securities and Exchange  Commission, or on  any day the  Commission has  ordered
that  the right of surrender of the Contracts be suspended for the protection of
Contract Owners, until such condition has ended.
 
                            LAST SURVIVOR CONTRACTS
 
    The Contracts  are offered  on  a single  life  and "last  survivor"  basis.
Contracts  sold on a last survivor basis operate in a manner almost identical to
the single life version. The most important difference is that the last survivor
version involves two Insureds and  the Death Proceeds are  paid on the death  of
the  last surviving Insured. The other  significant differences between the last
survivor and single life versions are listed below:
 
                                       18
<PAGE>
    1. The cost  of insurance  charges  under the  last survivor  Contracts  are
       determined in a manner that reflects the anticipated mortality of the two
       Insureds  and the fact  that the Death  Benefit is not  payable until the
       death of the second Insured to  die. See the last survivor  illustrations
       in "Appendix A," page 31.
 
    2. To  qualify for simplified  underwriting under a  last survivor Contract,
       both Insureds must meet the simplified underwriting standards.
 
    3. For a last  survivor Contract  to be  reinstated, both  Insureds must  be
       alive on the date of reinstatement.
 
    4. The Contract provisions regarding misstatement of age or sex, suicide and
       incontestability apply to either Insured.
 
    5. Additional  tax  disclosures applicable  to  last survivor  Contracts are
       provided in "Federal Tax Considerations," page 26."
 
                                 OTHER MATTERS
 
VOTING RIGHTS
 
    In accordance with its interpretation of presently applicable law,  Hartford
Life  will vote the shares of the  Portfolios at regular and special meetings of
the shareholders of the Portfolios in accordance with instructions from Contract
Owners (or the assignee  of the Contract,  as the case may  be) having a  voting
interest  in the  Separate Account.  The number of  shares held  in the Separate
Account which are attributable to each Contract Owner is determined by  dividing
the  Contract Owner's interest in each Sub-Account by the net asset value of the
applicable shares of the Portfolios. Hartford Life will vote shares for which no
instructions have been given and shares  which are not attributable to  Contract
Owners  (i.e., shares owned by Hartford Life) in the same proportion as it votes
shares for which it has received instructions. If the Investment Company Act  of
1940  or  any rule  promulgated  thereunder should  be  amended, however,  or if
Hartford Life's present interpretation should change, and as a result,  Hartford
Life  determines it is permitted to vote the shares of the Portfolios in its own
right, it may elect to do so.
 
    The voting  interests  of  the  Contract Owner  (or  the  assignee)  in  the
Portfolios  will be determined as follows: Contract Owners may cast one vote for
each full or fractional Accumulation Unit owned under the Contract and allocated
to a Sub-Account the assets of which are invested in the particular Portfolio on
the record date for the shareholder  meeting for that Portfolio. If, however,  a
Contract  Owner has  taken a loan  secured by the  Contract, amounts transferred
from the Sub-Account(s)  to the Loan  Account in connection  with the loan  (See
"Contract  Benefits  and  Rights  --  Contract  Loans,"  page  16)  will  not be
considered in determining the voting  interests of the Contract Owner.  Contract
Owners  should review  the prospectus  for the  Portfolios which  accompany this
prospectus to determine matters on which shareholders may vote.
 
    Hartford Life may, when required by state insurance regulatory  authorities,
disregard  voting instructions  if the instructions  require that  the shares be
voted so as to cause a change in the sub-classification or investment  objective
of  one or  more of  the Portfolios  or to  approve or  disapprove an investment
advisory contract for the Portfolios.
 
    In addition, Hartford Life itself may disregard voting instructions in favor
of changes  initiated  by a  Contract  Owner in  the  investment policy  or  the
investment  adviser of the Portfolios if Hartford Life reasonably disapproves of
such changes.  A change  would be  disapproved only  if the  proposed change  is
contrary to state law or prohibited by state regulatory authorities. If Hartford
Life  does  disregard voting  instructions,  a summary  of  that action  and the
reasons for such action will be included in the next periodic report to Contract
Owners.
 
STATEMENTS TO CONTRACT OWNERS
 
    Hartford Life will maintain all records relating to the Separate Account and
the Sub-Accounts. At least once each  Contract Year, Hartford Life will send  to
Contract Owners a statement showing the Coverage Amount and the Account Value of
the  Contract  (indicating  the number  of  Accumulation Units  credited  to the
Contract in each Sub-Account and the corresponding Accumulation Unit Value), and
any outstanding loan secured by  the Contract as of  the date of the  statement.
The  statement  will also  show premium  paid, and  Deduction Amounts  under the
Contract since the  last statement, and  any other information  required by  any
applicable law or regulation.
 
                                       19
<PAGE>
LIMIT ON RIGHT TO CONTEST
 
    Hartford Life may not contest the validity of the Contract after it has been
in  effect during the Insured's  lifetime for two years  from the Issue Date. If
the Contract is  reinstated, the two-year  period is measured  from the date  of
reinstatement.  Any increase in the Coverage Amount  as a result of a premium is
contestable for 2  years from its  effective date. In  addition, if the  Insured
commits  suicide in the  two-year period, or  such period as  specified in state
law, the  benefit  payable  will  be  limited to  the  Account  Value  less  any
Indebtedness.
 
MISSTATEMENT AS TO AGE AND SEX
 
    If  the age or sex  of the Insured is  incorrectly stated, the Death Benefit
will be appropriately adjusted as specified in the Contract.
 
PAYMENT OPTIONS
 
    The surrender proceeds or Death Proceeds under the Contracts may be paid  in
a  lump sum  or may be  applied to one  of Hartford Life's  payment options. The
minimum amount  that may  be applied  under a  payment option  is $5,000  unless
Hartford  Life  consents  to a  lesser  amount. Under  Options  2, 3  and  4, no
surrender or partial  withdrawals are  permitted after  payments commence.  Full
surrender  or partial withdrawals may be made from  Options 1 or 6, but they are
subject to the  contingent deferred  sales charge,  if applicable.  Only a  full
surrender  is allowed  from Option  5. A  surrender from  Option 5  will also be
subject to the contingent deferred sales charge, if applicable.
 
    We will pay interest of at least 3 1/2% per year on the Death Proceeds  from
the  date of the Insured's death to the date payment is made or a payment option
is elected.  At such  times, the  proceeds  are not  subject to  the  investment
experience of the Separate Account.
 
    The  following options are available under  the Contracts (Hartford Life may
offer other payment options):
 
OPTION 1: INTEREST INCOME
 
    This option offers  payments of  interest, at the  rate we  declare, on  the
amount  applied under  this option.  The interest rate  will never  be less than
3 1/2% per year.
 
OPTION 2: LIFE ANNUITY
 
    A life annuity is an  annuity payable during the  lifetime of the payee  and
terminating  with the last payment preceding the death of the payee. This option
offers the largest payment amount of any of the life annuity options since there
is no guarantee  of a minimum  number of payments  nor a provision  for a  death
benefit payable to a beneficiary.
 
    It  would be  possible under  this option  for a  payee to  receive only one
annuity payment if he died prior to the due date of the second annuity  payment,
two if he died before the date of the third annuity payment, etc.
 
OPTION 3: LIFE ANNUITY WITH 120, 180 OR 240 MONTHLY PAYMENTS CERTAIN
 
    This annuity option is an annuity payable monthly during the lifetime of the
payee with the provision that payments will be made for a minimum of 120, 180 or
240  months, as elected. If, at the death  of the payee, payments have been made
for less than the minimum elected number of months, then the present value as of
the date of the payee's death, of any remaining guaranteed payments will be paid
in  one  sum  to  the  beneficiary  or  beneficiaries  designated  unless  other
provisions have been made and approved by Hartford Life.
 
OPTION 4: JOINT AND LAST SURVIVOR ANNUITY
 
    An  annuity payable  monthly during  the joint lifetime  of the  payee and a
designated second person, and  thereafter during the  remaining lifetime of  the
survivor,  ceasing with  the last  payment prior to  the death  of the survivor.
Based on the  options currently offered  by Hartford Life,  the payee may  elect
that  the payment to the survivor be less than the payment made during the joint
lifetime of the payee and a designated second person.
 
    It would be  possible under this  option for a  payee and designated  second
person  to receive only one  payment in the event  of the common or simultaneous
death of the parties prior to the due date for the second payment and so on.
 
                                       20
<PAGE>
OPTION 5: PAYMENTS FOR A DESIGNATED PERIOD
 
    An amount payable monthly for the number of years selected which may be from
5 to 30 years. Under this option, you may, at any time, request a full surrender
and receive,  within  seven days,  the  termination  value of  the  Contract  as
determined by Hartford Life.
 
    In the event of the payee's death prior to the end of the designated period,
the  present  value  as of  the  date of  the  payee's death,  of  any remaining
guaranteed payments will be paid in one sum to the beneficiary or  beneficiaries
designated unless other provisions have been made and approved by Hartford Life.
 
    Option 5 is an option that does not involve life contingencies.
 
OPTION 6: DEATH PROCEEDS REMAINING WITH HARTFORD LIFE
 
    Proceeds from the Death Benefit left with Hartford Life. These proceeds will
remain  in the Sub-Accounts  to which they  were allocated at  the time of death
unless the beneficiary elects  to reallocate them.  Full or partial  withdrawals
may be made at any time.
 
    VARIABLE  AND FIXED ANNUITY  PAYMENTS:  When an  annuity is effected, unless
otherwise specified,  the  surrender proceeds  or  Death Proceeds  held  in  the
Sub-Accounts will be applied to provide a variable annuity based on the pro rata
amount  in the various Sub-Accounts. Fixed annuities options are also available.
YOU SHOULD CONSIDER WHETHER THE ALLOCATION OF PROCEEDS AMONG SUB-ACCOUNTS OF THE
SEPARATE  ACCOUNT  FOR  YOUR  ANNUITY  PAYMENTS  ARE  BASED  ON  THE  INVESTMENT
ALTERNATIVE BEST SUITED TO YOUR RETIREMENT NEEDS.
 
    VARIABLE  ANNUITY:   The  Contract  contains tables  indicating  the minimum
dollar amount of the first monthly payment under the optional variable forms  of
annuity  for each $1,000  of value of  a Sub-Account. The  first monthly payment
varies according to the form and type of variable payment annuity selected.  The
Contract  contains  variable payment  annuity  tables derived  from  the 1983(a)
Individual Annuity  Mortality Table  with ages  set back  one year  and with  an
assumed  investment rate  ("A.I.R.") of  5% per  annum. The  total first monthly
variable annuity  payment  is  determined  by  multiplying  the  proceeds  value
(expressed  in thousands of dollars) of a Sub-Account by the amount of the first
monthly payment per $1,000 of value obtained from the tables in the Contracts.
 
    The amount of the first monthly  variable annuity payment is divided by  the
value  of an annuity unit  (an accounting unit of  measure used to calculate the
value of annuity payments) for the  appropriate Sub-Account no earlier than  the
close  of business  on the fifth  Valuation Day  preceding the day  on which the
payment is due in order to determine the number of annuity units represented  by
the first payment. This number of annuity units remains fixed during the annuity
payment  period, and in each subsequent month  the dollar amount of the variable
annuity payment is determined by multiplying this fixed number of annuity  units
by the current annuity unit value.
 
    LEVEL  VARIABLE ANNUITY  PAYMENTS WOULD BE  PRODUCED IF  THE INVESTMENT RATE
REMAINED CONSTANT AND EQUAL TO THE A.I.R. IN FACT, PAYMENTS WILL VARY UP OR DOWN
AS THE INVESTMENT RATE VARIES UP OR DOWN RELATIVE TO THE A.I.R.
 
    FIXED ANNUITY:   Fixed annuity  payments are determined  by multiplying  the
amount  applied to the annuity by a rate to be determined by Hartford Life which
is no less than the  rate specified in the fixed  payment annuity tables in  the
Contract. The annuity payment will remain level for the duration of the annuity.
 
    Hartford Life will make any other arrangements for income payments as may be
agreed on.
 
BENEFICIARY
 
    The applicant names the beneficiary in the application for the Contract. The
Contract  Owner may change the beneficiary (unless irrevocably named) during the
Insured's lifetime by  written request to  Hartford Life. If  no beneficiary  is
living  when the Insured dies,  the Death Proceeds will  be paid to the Contract
Owner if living; otherwise to the Contract Owner's estate.
 
ASSIGNMENT
 
    The Contract may be assigned as  collateral for a loan or other  obligation.
Hartford  Life is not  responsible for any  payment made or  action taken before
receipt of written notice  of such assignment. Proof  of interest must be  filed
with any claim under a collateral assignment.
 
DIVIDENDS
 
    No dividends will be paid under the Contracts.
 
                                       21
<PAGE>
                        EXECUTIVE OFFICERS AND DIRECTORS
 
<TABLE>
<CAPTION>
                                                                                OTHER BUSINESS PROFESSION,
                                                                                  VOCATION OR EMPLOYMENT
                                    POSITION WITH HARTFORD LIFE,                    FOR PAST 5 YEARS;
           NAME, AGE                      YEAR OF ELECTION                         OTHER DIRECTORSHIPS
- -------------------------------  -----------------------------------  ----------------------------------------------
<S>                              <C>                                  <C>
Louis J. Abdou, 53               Vice President, 1987                 Vice President (1987-Present), Hartford Life.
Wendell J. Bossen, 62            Vice President, 1992**               President (1992-Present), International
                                                                        Corporate Marketing Group, Inc.; Executive
                                                                        Vice President (1984-1992), Mutual Benefit.
Gregory A. Boyko, 44             Vice President, 1995                 Vice President and Controller (1995-Present),
                                                                        Hartford Life; Chief Financial Officer
                                                                        (1994-1995), IMG American Life; Senior Vice
                                                                        President (1992-1994), Connecticut Mutual
                                                                        Life Insurance Company.
Peter W. Cummins, 59             Vice President, 1989                 Vice President, Individual Annuity Operations
                                                                        (1989-Present), Hartford Life.
Ann M. deRaismes, 45             Vice President, 1994                 Vice President (1994-Present); Assistant Vice
                                                                        President (1992); Director of Human
                                                                        Resources (1991-Present), Hartford Life.
Timothy M. Fitch, 43             Vice President, 1995                 Vice President (1995-Present); Assistant Vice
                                                                        President (1993); Director (1991), Hartford
                                                                        Life.
Donald R. Frahm, 64              Chairman and Chief Executive         Chairman and Chief Executive Officer of the
                                   Officer, 1988                        Hartford Insurance Group (1988-Present).
                                   Director, 1988*
Bruce D. Gardner, 45             Vice President, 1996                 Vice President (1996-Present); General Counsel
                                                                        and Director, 1994* Corporate Secretary
                                                                        (1991-1996), Hartford Life.
Joseph H. Gareau, 49             Executive Vice President and Chief   Executive Vice President and Chief Investment
                                   Investment Officer, 1993             Officer, (1993-Present), Hartford Life;
                                   Director, 1993*                      Senior Vice President and Chief Investment
                                                                        Officer (1992), ITT Hartford's
                                                                        Property-Casualty Companies.
J. Richard Garrett, 51           Treasurer, 1994                      Treasurer (1994-Present); Vice President
                                   Vice President, 1993                 (1993-Present), Hartford Life; Treasurer
                                                                        (1977), Hartford Insurance Group.
John P. Ginnetti, 50             Executive Vice President, 1994       Executive Vice President and Director Asset
                                                                        Management Services (1994-Present); Senior
                                                                        Vice President, (1988), Hartford Life.
Lynda Godkin, 42                 General Counsel, 1996                Associate General Counsel and Corporate
                                   Corporate Secretary, 1995            Secretary (1995-Present); Assistant General
                                                                        Counsel and Secretary (1994); Counsel
                                                                        (1990), Hartford Life.
Lois W. Grady, 51                Vice President, 1993                 Vice President (1993-Present); Assistant Vice
                                                                        President (1988), Hartford Life.
</TABLE>
 
                                       22
<PAGE>
<TABLE>
<CAPTION>
                                                                                OTHER BUSINESS PROFESSION,
                                                                                  VOCATION OR EMPLOYMENT
                                    POSITION WITH HARTFORD LIFE,                    FOR PAST 5 YEARS;
           NAME, AGE                      YEAR OF ELECTION                         OTHER DIRECTORSHIPS
- -------------------------------  -----------------------------------  ----------------------------------------------
<S>                              <C>                                  <C>
David A. Hall, 42                Senior Vice President and Actuary,   Senior Vice President and Actuary
                                   1992                                 (1992-Present), Hartford Life.
Joseph Kanarek, 48               Vice President, 1991                 Vice President (1991-Present), Hartford Life.
Robert A. Kerzner, 44            Vice President, 1994                 Vice President (1994-Present); Regional Vice
                                                                        President (1991); Life Sales Manager (1990),
                                                                        Hartford Life.
Kevin J. Kirk, 44                Vice President, 1992                 Vice President (1992-Present); Assistant Vice
                                                                        President; Assistant Director, Asset
                                                                        Management Services (1985); Hartford Life.
Andrew W. Kohnke, 47             Vice President, 1992                 Vice President (1992-Present); Assistant Vice
                                                                        President (1989), Hartford Life.
Steven M. Maher, 41              Vice President and Actuary, 1993     Vice President and Actuary (1993-Present);
                                                                        Assistant Vice President (1987), Hartford
                                                                        Life.
William B. Malchodi, Jr., 45     Vice President, 1994                 Vice President (1994-Present); Director of
                                   Director or Taxes, 1992              Taxes (1992-Present); Assistant General
                                                                        Counsel and Assistant Director of Taxes
                                                                        (1986), Hartford Insurance Company.
Thomas M. Marra, 37              Executive Vice President, 1996       Executive Vice President and Director
                                   Director, 1994*                      Individual Life and Annuity Division
                                                                        (1996-Present); Senior Vice President and
                                                                        Director, Individual Life and Annuity
                                                                        Division (1993-1996); Director of Individual
                                                                        Annuities (1991), Hartford Life.
Robert F. Nolan, 41              Vice President, 1995                 Vice President (1995-Present), Assistant Vice
                                                                        President Hartford Life; Manager Public
                                                                        Relations (1986), Aetna Life and Casualty
                                                                        Insurance Company.
Joseph J. Noto, 44               Vice President, 1989                 Vice President (1989-Present), Hartford Life.
Leonard E. Odell, Jr., 51        Senior Vice President, 1994          Senior Vice President (1994-Present); Vice
                                   Director, 1994*                      President and Chief Actuary (1982), Hartford
                                                                        Life.
Michael C. O'Halloran, 49        Vice President, 1994                 Vice President (1994-Present); Senior
                                   Associate General Counsel, 1988      Associate General Counsel and Director
                                                                        (1988-Present), Law Department, Hartford
                                                                        Fire Insurance Company.
Craig D. Raymond, 35             Vice President, 1993                 Vice President and Chief Actuary
                                   Chief Actuary, 1994                  (1994-Present); Vice President (1993);
                                                                        Assistant Vice President (1992); Actuary
                                                                        (1989-1994), Hartford Life.
Lowndes A. Smith, 56             President and Chief Operating        President and Chief Operating Officer
                                   Officer, 1989                        (1989-Present), Hartford Life; Senior Vice
                                   Director, 1981*                      President and Group Controller (1987),
                                                                        Hartford Insurance Group.
Edward J. Sweeney, 39            Vice President, 1993                 Vice President (1993-Present); Chicago
                                                                        Regional Manager (1985-1993), Hartford Life.
</TABLE>
 
                                       23
<PAGE>
<TABLE>
<CAPTION>
                                                                                OTHER BUSINESS PROFESSION,
                                                                                  VOCATION OR EMPLOYMENT
                                    POSITION WITH HARTFORD LIFE,                    FOR PAST 5 YEARS;
           NAME, AGE                      YEAR OF ELECTION                         OTHER DIRECTORSHIPS
- -------------------------------  -----------------------------------  ----------------------------------------------
<S>                              <C>                                  <C>
James E. Trimble, 39             Vice President and Actuary, 1990     Vice President (1990-Present); Assistant Vice
                                                                        President (1987-1990), Hartford Life.
Raymond P. Welnicki, 47          Senior Vice President, 1993          Senior Vice President (1994-Present); Vice
                                   Director, 1994*                      President (1993), Hartford Life; Board of
                                                                        Directors, Ethix Corp., formerly employed by
                                                                        Aetna Life & Casualty.
Walter C. Welsh, 49              Vice President, 1995                 Vice President (1995-Present); Assistant Vice
                                                                        President (1993), Hartford Life.
James J. Westervelt, 49          Senior Vice President, Group         Senior Vice President and Group Controller
                                   Controller, 1994                     (1994-Present); Vice President and Group
                                                                        Controller (1989), Hartford Insurance Group.
Lizabeth H. Zlatkus, 37          Vice President, 1994                 Vice President (1994-Present); Assistant Vice
                                   Director, 1994*                      President (1992); Hartford Life; formerly
                                                                        Director, Hartford Insurance Group.
<FN>
- ------------------------
 * Denotes date of election to Board of Directors.
** ITT Hartford Affiliated Company.
</TABLE>
 
                         DISTRIBUTION OF THE CONTRACTS
 
    Hartford Life intends to sell the Contracts in all jurisdictions where it is
licensed  to do  business. The  Contracts will be  sold by  life insurance sales
representatives  who   represent   Hartford   Life  and   who   are   registered
representatives  of  Hartford Equity  Sales Company,  Inc. ("HESCO")  or certain
other  independent  registered  broker-dealers.  Any  sales  representative   or
employee  will have  been qualified  to sell  variable life  insurance contracts
under applicable Federal and state  laws. Each broker-dealer is registered  with
the Securities and Exchange Commission under the Securities Exchange Act of 1934
and all are members of the National Association of Securities Dealers, Inc.
 
    Hartford  Securities Distribution Company, Inc.  ("HSD") serves as Principal
Underwriter for the securities issued with respect to the Separate Account. Both
HESCO and  HSD are  wholly-owned subsidiaries  of Hartford  Life. The  principal
business address of HESCO and HSD is the same as Hartford Life.
 
    The  maximum sales commission  payable to Hartford  Life agents, independent
registered insurance brokers,  and other  registered broker-dealers  is 7.0%  of
initial  and subsequent premiums.  From time to  time, Hartford Life  may pay or
permit other promotional incentives, in cash or credit or other compensation.
 
    Hartford Life may provide information  on various topics to Contract  Owners
and  prospective  Contract  Owners  in advertising,  sales  literature  or other
materials. These  topics may  include the  relationship between  sectors of  the
economy and the economy as a whole and its effect on various securities markets,
investment  strategies  and techniques  (such  as value  investing,  dollar cost
averaging and asset allocation), the  advantages and disadvantages of  investing
in  tax-advantaged and  taxable instruments, customer  profiles and hypothetical
purchase scenarios, financial  management and tax  and retirement planning,  and
variable  annuities  and  other investment  alternatives,  including comparisons
between  the  Contracts  and  the   characteristics  of  and  market  for   such
alternatives.
 
                                       24
<PAGE>
                  SAFEKEEPING OF THE SEPARATE ACCOUNT'S ASSETS
 
    The  assets of the Separate Account are held by Hartford Life. The assets of
the Separate Account are kept physically segregated and held separate and  apart
from  the General Account  of Hartford Life. Hartford  Life maintains records of
all purchases and redemptions of shares of the Portfolio. Additional  protection
for  the assets of the  Separate Account is afforded  by Hartford Life's blanket
fidelity bond issued by Aetna Casualty  and Surety Company, in the aggregate  of
$50 million, covering all of the officers and employees of Hartford Life.
 
                           FEDERAL TAX CONSIDERATIONS
 
GENERAL
 
    SINCE  THE TAX LAW IS COMPLEX AND SINCE TAX CONSEQUENCES WILL VARY ACCORDING
TO THE ACTUAL STATUS OF THE CONTRACT OWNER INVOLVED, LEGAL AND TAX ADVICE MAY BE
NEEDED BY A  PERSON, EMPLOYER OR  OTHER ENTITY CONTEMPLATING  THE PURCHASE OF  A
CONTRACT DESCRIBED HEREIN.
 
    It  should be understood that any detailed description of the Federal income
tax consequences regarding  the purchase of  these Contracts cannot  be made  in
this  Prospectus and that  special tax rules  may be applicable  with respect to
certain purchase situations  not discussed  herein. In addition,  no attempt  is
made  here to  consider any  applicable state  or other  tax laws.  For detailed
information, a qualified tax adviser should always be consulted. This discussion
of Federal tax considerations  is based upon Hartford  Life 's understanding  of
current Federal income tax laws as they are currently interpreted.
 
TAXATION OF HARTFORD LIFE AND THE SEPARATE ACCOUNT
 
    The Separate Account is taxed as a part of Hartford Life which is taxed as a
life insurance company under Subchapter L of the Internal Revenue Code ("Code").
Accordingly,  the Separate Account will not  be taxed as a "regulated investment
company" under Subchapter M of the Code. Investment income and realized  capital
gains  on  the  assets  of  the  Separate  Account  (the  underlying  Funds) are
reinvested  and  are  taken  into  account  in  determining  the  value  of  the
Accumulation Units (see "Contract Benefits and Rights -- Account Value," on page
16).  As  a  result,  such  investment income  and  realized  capital  gains are
automatically applied to increase reserves under the Contract.
 
    Hartford Life  does  not expect  to  incur any  Federal  income tax  on  the
earnings  or realized capital gains attributable  to the Separate Account. Based
upon this expectation, no charge is currently being made to the Separate Account
for Federal income taxes. If Hartford  Life incurs income taxes attributable  to
the  Separate Account  or determines  that such taxes  will be  incurred, it may
assess a charge for such taxes against the Separate Account.
 
INCOME TAXATION OF CONTRACT BENEFITS
 
    For Federal income  tax purposes, the  Contracts should be  treated as  life
insurance  contracts under Section 7702  of the Code. The  death benefit under a
life insurance  contract is  generally excluded  from the  gross income  of  the
beneficiary.  Also, a  life insurance Contract  Owner is generally  not taxed on
increments in the contract value until  the Contract is partially or  completely
surrendered.  Section 7702 limits the amount of premiums that may be invested in
a Contract that is treated as  life insurance. Hartford Life intends to  monitor
premium levels to assure compliance with the Section 7702 requirements.
 
    During  the first fifteen  Contract Years, an  "income first" rule generally
applies to distributions  of cash required  to be made  under Code Section  7702
because of a reduction in benefits under the Contract.
 
    The  Maturity Date  Extension Rider  allows a  Contract Owner  to extend the
Maturity Date to the date  of the Insured's death. If  the Maturity Date of  the
Contract  is extended  by rider, Hartford  Life believes that  the Contract will
continue to  be treated  as a  life insurance  contract for  federal income  tax
purposes after the scheduled Maturity Date. However, due to the lack of specific
guidance  on  this issue,  the result  is not  certain. If  the Contract  is not
treated as a life insurance contract  for federal income tax purposes after  the
scheduled
 
                                       25
<PAGE>
Maturity  Date, among  other things,  the Death Proceeds  may be  taxable to the
recipient. The Contract Owner should  consult a qualified tax adviser  regarding
the  possible  adverse  tax  consequences resulting  from  an  extension  of the
scheduled Maturity Date.
 
LAST SURVIVOR CONTRACTS
 
    Although Hartford  Life believes  that the  last survivor  Contracts are  in
compliance  with Section  7702 of  the Code,  the manner  in which  Section 7702
should be applied  to certain features  of a joint  survivorship life  insurance
contract  is not  directly addressed  by Section 7702.  In the  absence of final
regulations or other guidance  issued under Section  7702, there is  necessarily
some  uncertainty whether  a last survivor  Contract will meet  the Section 7702
definition of a life insurance contract.
 
MODIFIED ENDOWMENT CONTRACTS
 
    A life  insurance contract  is treated  as a  "modified endowment  contract"
under  Section 7702A of the Code if it meets the definition of life insurance in
Section 7702 but fails the "seven-pay" test of Section 7702A. The seven-pay test
provides that premiums cannot be paid at  a rate more rapidly than that  allowed
by  the payment  of seven  annual premiums  using specified  computational rules
provided in  Section 7702A(c).  The  large single  premium permitted  under  the
Contract  does not  meet the  specified computational  rules for  the "seven-pay
test" under Section 7702A(c). Therefore, the Contract will generally be  treated
as  a modified endowment  contract for federal income  tax purposes. However, an
exchange under Section  1035 of  the Code of  a life  insurance contract  issued
before June 21, 1988 will not cause the new Contract to be treated as a modified
endowment  contract if no additional premiums are paid and there is no change in
the death benefit as the result of the exchange.
 
    A contract that is  classified as modified  endowment contract is  generally
eligible  for the beneficial tax treatment  accorded to life insurance. That is,
the death  benefit is  excluded from  income  and increments  in value  are  not
subject  to current  taxation. However, a  loan, distributions  or other amounts
received from a modified endowment contract during the life of the Insured  will
be taxed to the extent of any accumulated income in the contract (generally, the
excess   of  account  value  over  premiums  paid).  Amounts  that  are  taxable
withdrawals will be subject to a 10% additional tax, with certain exceptions.
 
    All modified endowment contracts that are issued within any calendar year to
the same Contract Owner by one company or its affiliates shall be treated as one
modified endowment contract in  determining the taxable portion  of any loan  or
distributions.
 
ESTATE AND GENERATION SKIPPING TAXES
 
    When  the Insured dies,  the Death Proceeds will  generally be includible in
the Contract  Owner's estate  for purposes  of federal  estate tax  if the  last
surviving  Insured owned the  Contract. If the  Contract Owner was  not the last
surviving Insured, the fair  market value of the  Contract would be included  in
the  Contract Owner's estate  upon the Contract Owner's  death. Nothing would be
includible in the last surviving Insured's estate if he or she neither  retained
incidents  of ownership at death  nor had given up  ownership within three years
before death.
 
    Federal estate tax is integrated with federal gift tax under a unified  rate
schedule. In general, estates less than $600,000 will not incur a federal estate
tax  liability. In addition, an unlimited marital deduction may be available for
federal estate and gift  tax purposes. The  unlimited marital deduction  permits
the  deferral of taxes until  the death of the  surviving spouse (when the Death
Proceeds would be available to pay taxes due and other expenses incurred).
 
    If the Contract Owner  (whether or not  he or she  is an Insured)  transfers
ownership  of  the Contract  to  someone two  or  more generations  younger, the
transfer may be  subject to  the generation-skipping transfer  tax, the  taxable
amount  being the  value of the  Contract. The  generation-skipping transfer tax
provisions generally apply to transfers which  would be subject to the gift  and
estate  tax  rules. Individuals  are generally  allowed an  aggregate generation
skipping transfer exemption of $1 million. Because these rules are complex,  the
Contract  Owner  should  consult  with  a  qualified  tax  adviser  for specific
information if ownership is passing to younger generations.
 
                                       26
<PAGE>
DIVERSIFICATION REQUIREMENTS
 
    Section 817 of  the Code provides  that a variable  life insurance  contract
(other  than a  pension plan  policy) will  not be  treated as  a life insurance
contract for  any period  during  which the  investments  made by  the  separate
account  or underlying  fund are not  adequately diversified  in accordance with
regulations prescribed by the Treasury Department. If a Contract is not  treated
as  a life insurance contract, the Contract  Owner will be subject to income tax
on the annual increases in cash value.
 
    The  Treasury  Department  has  issued  diversification  regulations   which
generally require, among other things, that no more than 55% of the value of the
total  assets of the segregated asset  account underlying a variable contract is
represented by any one investment,  no more than 70%  is represented by any  two
investments,  no more than 80%  is represented by any  three investments, and no
more than 90% is represented by any four investments. In determining whether the
diversification standards  are  met, all  securities  of the  same  issuer,  all
interests  in the  same real  property project,  and all  interests in  the same
commodity are each treated as a single  investment. In addition, in the case  of
government  securities,  each  government  agency  or  instrumentality  shall be
treated as a separate issuer.
 
    A separate account must be in compliance with the diversification  standards
on  the last day  of each calendar quarter  or within 30  days after the quarter
ends. If an insurance  company inadvertently fails  to meet the  diversification
requirements,  the company may  comply within a reasonable  period and avoid the
taxation of policy 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.
 
    Hartford  Life monitors the  diversification of investments  in the separate
accounts and tests for  diversification as required by  the Code. Hartford  Life
intends  to administer all contracts subject to the diversification requirements
in a manner that will maintain adequate diversification.
 
OWNERSHIP OF THE ASSETS IN THE SEPARATE ACCOUNT
 
    In order for a variable life insurance contract to qualify for tax deferral,
assets in the segregated asset accounts supporting the variable contract must be
considered to be owned by the insurance company and not by the variable contract
owner. The Internal  Revenue Service  ("IRS") has issued  several rulings  which
discuss  investor control. The IRS has ruled  that incidents of ownership by the
contract owner,  such as  the ability  to select  and control  investments in  a
separate  account, will cause the  contract owner to be  treated as the owner of
the assets for tax purposes.
 
    Further, in the  explanation to  the temporary  Section 817  diversification
regulations,  the Treasury Department  noted that the  temporary regulations "do
not provide guidance concerning the  circumstances in which investor control  of
the  investments of  a segregated asset  account may cause  the investor, rather
than the insurance  company, to be  treated as the  owner of the  assets in  the
account."  The  explanation further  indicates  that "the  temporary regulations
provide that  in  appropriate  cases  a segregated  asset  account  may  include
multiple  sub-accounts, but do not specify the extent to which policyholders may
direct their investments to particular sub-accounts without being treated as the
owners of  the underlying  assets. Guidance  on this  and other  issues will  be
provided in regulations or revenue rulings under section 817(d), relating to the
definition of variable contract." The final regulations issued under Section 817
did  not provide guidance regarding investor control, and as of the date of this
Prospectus, no other such guidance has been issued. Further, Hartford Life  does
not  know if or in what form such guidance will be issued. In addition, although
regulations are generally issued  with prospective effect,  it is possible  that
regulations  may be issued with retroactive effect.  Due to the lack of specific
guidance regarding  the issue  of investor  control, there  is necessarily  some
uncertainty  regarding whether a Contract Owner could be considered the owner of
the assets for  tax purposes.  Hartford Life reserves  the right  to modify  the
contracts,  as necessary, to  prevent Contract Owners  from being considered the
owners of the assets in the separate accounts.
 
LIFE INSURANCE PURCHASED FOR USE IN SPLIT DOLLAR ARRANGEMENTS
 
    On January 26, 1996, the IRS released a technical advice memorandum  ("TAM")
on  the  taxability of  life  insurance policies  used  in certain  split dollar
arrangements. A TAM, issued by the  National Office of the IRS, provides  advice
as  to the internal revenue laws, regulations, and related statutes with respect
to a specific  set of facts  and a specific  taxpayer. In the  TAM, among  other
things,  the IRS concluded that  an employee was subject  to current taxation on
the excess of the  cash surrender value  of the policy over  the premiums to  be
 
                                       27
<PAGE>
returned  to the employer. Purchasers  of life insurance policies  to be used in
split dollar arrangements are strongly advised  to consult with a qualified  tax
adviser to determine the tax treatment resulting from such an arrangement.
 
FEDERAL INCOME TAX WITHHOLDING
 
    If  any amounts  are deemed  to be  current taxable  income to  the Contract
Owner, such  amounts will  be  subject to  federal  income tax  withholding  and
reporting, pursuant to the Code.
 
NON-INDIVIDUAL OWNERSHIP OF CONTRACTS
 
    Legislation  has recently been proposed which would limit certain of the tax
advantages now  afforded  non-individual  owners of  life  insurance  contracts.
Prospective  Contract  Owners which  are not  individuals  should consult  a tax
adviser to determine the status of  this proposed legislation and its  potential
impact on the purchaser.
 
OTHER
 
    Federal  estate  tax,  state and  local  estate, inheritance  and  other tax
consequences of  ownership,  or  receipt  of Contract  proceeds  depend  on  the
circumstances  of each  Contract Owner or  beneficiary. A tax  adviser should be
consulted to determine the impact of these taxes.
 
LIFE INSURANCE PURCHASES BY NONRESIDENT ALIENS AND FOREIGN CORPORATIONS
 
    The discussion  above provides  general information  regarding U.S.  federal
income  tax consequences to life insurance  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 taxable distributions from
life  insurance policies at a  30% rate, unless a  lower treaty rate applies. In
addition, purchasers may be  subject to state and/or  municipal taxes and  taxes
that  may be  imposed by  the purchaser's  country of  citizenship or residence.
Prospective purchasers  are advised  to  consult with  a qualified  tax  advisor
regarding  U.S. state,  and foreign  taxation with  respect to  a life insurance
policy purchase.
 
                               LEGAL PROCEEDINGS
 
    There are no pending material legal proceedings affecting the Contracts, the
Separate Account or any of the Portfolios.
 
                                 LEGAL MATTERS
 
    Legal matters in  connection with  the issue  and sale  of flexible  premium
variable   life  insurance  contracts  described  in  this  Prospectus  and  the
organization of  Hartford  Life, its  authority  to issue  the  Contracts  under
Connecticut law and the validity of the forms of the Contracts under Connecticut
law  and legal matters  relating to the  Federal securities and  income tax laws
have been  passed  on by  Lynda  Godkin, General  Counsel  of ITT  Harford  Life
Insurance Companies.
 
                                    EXPERTS
 
    The  financial statements and  schedules for Hartford  Life included in this
Prospectus and  elsewhere in  the registration  statement have  been audited  by
Arthur  Andersen  LLP, independent  public  accountants, as  indicated  in their
report with  respect thereto,  and  are included  herein  in reliance  upon  the
authority  of said  firm as  experts in accounting  and auditing  in giving said
report. Reference is made to said report on the financial statements of Hartford
Life Insurance Company (the Depositor), which includes an explanatory  paragraph
with  respect to the adoption of new accounting standards changing the method of
accounting for debt  and equity  securities. The principal  business address  of
Arthur Andersen LLP is One Financial Plaza, Hartford, CT 06103.
 
                                       28
<PAGE>
    The  hypothetical  Contract illustrations  included  in this  Prospectus and
Registration Statement have  been approved  by Michael  Winterfield, FSA,  MAAA,
Director,  Individual  Annuity Inforce  Management, for  Hartford Life,  and are
included in reliance upon his opinion as to their reasonableness.
 
                             REGISTRATION STATEMENT
 
    A registration statement  has been  filed with the  Securities and  Exchange
Commission under the Securities Act of 1933 as amended. This Prospectus does not
contain  all information set forth in the registration statement, its amendments
and exhibits,  to  all  of  which reference  is  made  for  further  information
concerning  the  Separate  Account,  the  Portfolios,  Hartford  Life,  and  the
Contracts.
 
                                       29
<PAGE>
                                   APPENDIX A
                            ILLUSTRATION OF BENEFITS
 
    The  tables in Appendix A  illustrate the way in  which a Contract operates.
They show how the death benefit and surrender value could vary over an  extended
period  of time  assuming hypothetical gross  rates of return  equal to constant
after tax annual rates  of 0%, 6% and  12%. The tables are  based on an  initial
premium  of $10,000. A male age 45, a female  age 55 and a male age 65 with Face
Amounts of $40,161, $33,334 and  $19,380, respectively, are illustrated for  the
single  life Contract. The  illustrations for the  last survivor Contract assume
male and female  of equal  ages, including  age 55 and  65 for  Face Amounts  of
$44,053 and $27,778.
 
    The death benefit and surrender value for a Contract would be different from
those  shown if the  rates of return  averaged 0%, 6%  and 12% over  a period of
years, but also fluctuated above or below those averages for individual Contract
Years. They would also differ if any  contract loan were made during the  period
of time illustrated.
 
    The tables reflect the deductions of current Contract charges and guaranteed
Contract  charges  for a  single  gross interest  rate.  The death  benefits and
surrender values would change if the current cost of insurance charges change.
 
    The amounts shown for the death benefit and surrender value as of the end of
each Contract Year take into account an average daily charge equal to an  annual
charge of 0.75% of the average daily net assets of the Portfolios for investment
advisory  and administrative services  fees. The gross  annual investment return
rates of  0%, 6%  and 12%  on the  Portfolio's assets  are equal  to net  annual
investment return rates (net of the 0.75% average daily charge) of -0.75%, 5.25%
and 11.25%, respectively.
 
    In  addition the  death benefit and  surrender value  as of the  end of each
Contract Year take into account  the (1) tax expense  charge equal to an  annual
rate  of  0.40%  of  Account  Value  for  the  first  ten  Contract  Years;  (2)
administrative charge  equal  to  an  annual rate  of  0.40%  of  Account  Value
attributable  to the  Separate Account;  (3) mortality  and expense  risk charge
equal to an annual rate of 0.90%  of Account Value attributable to the  Separate
Account;  and (4)  any Contingent Deferred  Sales Charge and  Premium Tax Charge
which may be applicable in the first nine Contract Years.
 
    The hypothetical returns  shown in the  tables are without  any tax  charges
that  may be  attributable to the  Separate Account  in the future.  In order to
produce after tax returns of 0%, 6%, and 12%, the Separate Account would have to
earn a sufficient amount in excess of 0%  or 6% or 12% to cover any tax  charges
(see  "Deductions and Charges -- Charges Against The Separate Account -- Taxes,"
page 15).
 
    The "Premium Paid Plus Interest" column of each table shows the amount which
would accumulate if  the initial premium  was invested to  earn interest,  after
taxes of 5% per year, compounded annually.
 
    Hartford   Life  will  furnish  upon   request,  a  comparable  illustration
reflecting the  proposed  insureds  age, risk  classification,  Face  Amount  or
initial  premium requested, and  reflecting guaranteed cost  of insurance rates.
Hartford Life will  also furnish an  additional similar illustration  reflecting
current  cost of insurance rates which may be less than, but never greater than,
the guaranteed cost of insurance rates.
 
                                       30
<PAGE>
                        HARTFORD LIFE INSURANCE COMPANY
                            MODIFIED SINGLE PREMIUM
                            VARIABLE LIFE INSURANCE
                               SINGLE LIFE OPTION
                            $10,000 INITIAL PREMIUM
                               ISSUE AGE 45 MALE
                          INITIAL FACE AMOUNT: $40,161
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.25% NET)
 
<TABLE>
<CAPTION>
                                          CURRENT CHARGES*                    GUARANTEED CHARGES**
                 PREMIUMS       ------------------------------------   -----------------------------------
   END OF       ACCUMULATED                     CASH                                  CASH
  CONTRACT    AT 5% INTEREST      ACCOUNT     SURRENDER     DEATH       ACCOUNT     SURRENDER     DEATH
    YEAR         PER YEAR          VALUE        VALUE      BENEFIT       VALUE        VALUE      BENEFIT
  ---------   ---------------   -----------   ---------   ----------   ----------   ---------   ----------
  <S>         <C>               <C>           <C>         <C>          <C>          <C>         <C>
       1            10,500          10,834       9,840        40,161      10,756       9,764        40,161
       2            11,025          11,740      10,755        40,161      11,575      10,593        40,161
       3            11,576          12,724      11,751        40,161      12,463      11,495        40,161
       4            12,155          13,794      12,987        40,161      13,427      12,626        40,161
       5            12,763          14,956      14,169        40,161      14,474      13,693        40,161
 
       6            13,401          16,219      15,657        40,161      15,613      15,057        40,161
       7            14,071          17,592      17,060        40,161      16,851      16,324        40,161
       8            14,775          19,083      18,788        40,161      18,198      17,907        40,161
       9            15,513          20,704      20,452        40,161      19,666      19,417        40,161
      10            16,289          22,465      22,465        40,161      21,268      21,268        40,161
 
      11            17,103          24,501      24,501        40,161      23,113      23,113        40,161
      12            17,959          26,724      26,724        40,161      25,145      25,145        40,161
      13            18,856          29,153      29,153        41,398      27,386      27,386        40,161
      14            19,799          31,808      31,808        43,896      29,864      29,864        41,213
      15            20,789          34,714      34,714        46,517      32,590      32,590        43,670
 
      16            21,829          37,895      37,895        49,264      35,574      35,574        46,247
      17            22,920          41,367      41,367        52,951      38,832      38,832        49,705
      18            24,066          45,156      45,156        56,897      42,386      42,386        53,407
      19            25,270          49,292      49,292        61,122      46,266      46,266        57,371
      20            26,533          53,807      53,807        65,645      50,502      50,502        61,613
 
      25            33,864          83,601      83,601        96,978      78,372      78,372        90,912
      35            55,160         201,997     201,997       214,118     180,092     189,092       200,438
 
   *  THESE VALUES  REFLECT INVESTMENT  RESULTS USING  CURRENT COST  OF  INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE  VALUES REFLECT INVESTMENT RESULTS  USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
 
    THE HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN  THIS
PROSPECTUS  ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE  FOR
A  CONTRACT  WOULD BE  DIFFERENT FROM  THOSE SHOWN  IF ACTUAL  INVESTMENT RETURN
APPLICABLE TO  THE  CONTRACT  AVERAGE 12%  OVER  A  PERIOD OF  YEARS,  BUT  ALSO
FLUCTUATED  ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE  AND CASH SURRENDER  VALUE FOR A  CONTRACT WOULD ALSO  BE
DIFFERENT  FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE  ACTUAL
RATES  OF INVESTMENT RETURN APPLICABLE TO  THE CONTRACT AVERAGED 12%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR  THE SEPARATE ACCOUNT. NO REPRESENTATION CAN  BE
MADE  THAT THIS HYPOTHETICAL RATE OF RETURN CAN  BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
 
                                       31
<PAGE>
                        HARTFORD LIFE INSURANCE COMPANY
                            MODIFIED SINGLE PREMIUM
                            VARIABLE LIFE INSURANCE
                               SINGLE LIFE OPTION
                            $10,000 INITIAL PREMIUM
                               ISSUE AGE 45 MALE
                          INITIAL FACE AMOUNT: $40,161
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.25% NET)
 
<TABLE>
<CAPTION>
                                        CURRENT CHARGES*                 GUARANTEED CHARGES**
                 PREMIUMS       --------------------------------   --------------------------------
   END OF       ACCUMULATED                   CASH                               CASH
  CONTRACT    AT 5% INTEREST     ACCOUNT    SURRENDER    DEATH      ACCOUNT    SURRENDER    DEATH
    YEAR         PER YEAR         VALUE      VALUE      BENEFIT      VALUE      VALUE      BENEFIT
  ---------   ---------------   ---------   --------   ---------   ---------   --------   ---------
  <S>         <C>               <C>         <C>        <C>         <C>         <C>        <C>
       1            10,500        10,249      9,269      40,161      10,171      9,192      40,161
       2            11,025        10,506      9,546      40,161      10,337      9,380      40,161
       3            11,576        10,769      9,831      40,161      10,497      9,564      40,161
       4            12,155        11,040     10,275      40,161      10,651      9,891      40,161
       5            12,763        11,319     10,577      40,161      10,796     10,061      40,161
 
       6            13,401        11,605     11,089      40,161      10,930     10,421      40,161
       7            14,071        11,900     11,411      40,161      11,052     10,569      40,161
       8            14,775        12,202     11,941      40,161      11,158     10,902      40,161
       9            15,513        12,514     12,282      40,161      11,244     11,016      40,161
      10            16,289        12,833     12,833      40,161      11,309     11,309      40,161
 
      11            17,103        13,228     13,228      40,161      11,394     11,394      40,161
      12            17,959        13,636     13,636      40,161      11,455     11,455      40,161
      13            18,856        14,058     14,058      40,161      11,486     11,486      40,161
      14            19,799        14,494     14,494      40,161      11,486     11,486      40,161
      15            20,789        14,944     14,944      40,161      11,450     11,450      40,161
 
      16            21,829        15,409     15,409      40,161      11,370     11,370      40,161
      17            22,920        15,889     15,889      40,161      11,239     11,239      40,161
      18            24,066        16,385     16,385      40,161      11,048     11,048      40,161
      19            25,270        16,898     16,898      40,161      10,787     10,787      40,161
      20            26,533        17,428     17,428      40,161      10,442     10,442      40,161
 
      25            33,864        20,353     20,353      40,161       6,987      6,987      40,161
      35            55,160        27,852     27,852      40,161           0          0           0
 
   *  THESE VALUES  REFLECT INVESTMENT  RESULTS USING  CURRENT COST  OF  INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE  VALUES REFLECT INVESTMENT RESULTS  USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
 
    THE HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN  THIS
PROSPECTUS  ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE  FOR
A  CONTRACT  WOULD BE  DIFFERENT FROM  THOSE SHOWN  IF ACTUAL  INVESTMENT RETURN
APPLICABLE TO  THE  CONTRACT  AVERAGE  6%  OVER A  PERIOD  OF  YEARS,  BUT  ALSO
FLUCTUATED  ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE  AND CASH  SURRENDER VALUE FOR  A CONTACT  WOULD ALSO  BE
DIFFERENT  FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE  ACTUAL
RATES  OF INVESTMENT RETURN  APPLICABLE TO THE CONTRACT  AVERAGED 6%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR  THE SEPARATE ACCOUNT. NO REPRESENTATION CAN  BE
MADE  THAT THIS HYPOTHETICAL RATE OF RETURN CAN  BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
 
                                       32
<PAGE>
                        HARTFORD LIFE INSURANCE COMPANY
                            MODIFIED SINGLE PREMIUM
                            VARIABLE LIFE INSURANCE
                               SINGLE LIFE OPTION
                            $10,000 INITIAL PREMIUM
                               ISSUE AGE 45 MALE
                          INITIAL FACE AMOUNT: $40,161
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.75% NET)
 
<TABLE>
<CAPTION>
                                       CURRENT CHARGES*               GUARANTEED CHARGES**
                 PREMIUMS       ------------------------------   ------------------------------
   END OF       ACCUMULATED                 CASH                             CASH
  CONTRACT    AT 5% INTEREST    ACCOUNT    SURRENDER   DEATH     ACCOUNT    SURRENDER   DEATH
    YEAR         PER YEAR        VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT
  ---------   ---------------   --------   -------   ---------   --------   -------   ---------
  <S>         <C>               <C>        <C>       <C>         <C>        <C>       <C>
       1            10,500        9,665     8,698      40,161      9,586     8,649      40,161
       2            11,025        9,340     8,404      40,161      9,169     8,291      40,161
       3            11,576        9,026     8,118      40,161      8,747     7,925      40,161
       4            12,155        8,721     7,990      40,161      8,319     7,699      40,161
       5            12,763        8,425     7,720      40,161      7,883     7,312      40,161
 
       6            13,401        8,138     7,657      40,161      7,438     7,113      40,161
       7            14,071        7,860     7,401      40,161      6,980     6,696      40,161
       8            14,775        7,591     7,353      40,161      6,506     6,461      40,161
       9            15,513        7,330     7,111      40,161      6,013     6,002      40,161
      10            16,289        7,076     7,076      40,161      5,498     5,717      40,161
 
      11            17,103        6,865     6,865      40,161      4,978     5,211      40,161
      12            17,959        6,659     6,659      40,161      4,427     4,673      40,161
      13            18,856        6,459     6,459      40,161      3,843     4,100      40,161
      14            19,799        6,264     6,264      40,161      3,221     3,488      40,161
      15            20,789        6,073     6,073      40,161      2,558     2,833      40,161
 
      16            21,829        5,888     5,888      40,161      1,845     2,127      40,161
      17            22,920        5,707     5,707      40,161      1,075     1,361      40,161
      18            24,066        5,531     5,531      40,161        237       526      40,161
      19            25,270        5,360     5,360      40,161          0         0           0
      20            26,533        5,193     5,193      40,161          0         0           0
 
      25            33,864        4,420     4,420      40,161          0         0           0
      35            55,160        3,145     3,145      40,161          0         0           0
 
   *  THESE VALUES  REFLECT INVESTMENT  RESULTS USING  CURRENT COST  OF  INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE  VALUES REFLECT INVESTMENT RESULTS  USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
 
    THE HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN  THIS
PROSPECTUS  ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE  FOR
A  CONTRACT  WOULD BE  DIFFERENT FROM  THOSE SHOWN  IF ACTUAL  INVESTMENT RETURN
APPLICABLE TO  THE  CONTRACT  AVERAGE  0%  OVER A  PERIOD  OF  YEARS,  BUT  ALSO
FLUCTUATED  ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE  AND CASH SURRENDER  VALUE FOR A  CONTRACT WOULD ALSO  BE
DIFFERENT  FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE  ACTUAL
RATES  OF INVESTMENT RETURN  APPLICABLE TO THE CONTRACT  AVERAGED 0%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR  THE SEPARATE ACCOUNT. NO REPRESENTATION CAN  BE
MADE  THAT THIS HYPOTHETICAL RATE OF RETURN CAN  BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
 
                                       33
<PAGE>
                        HARTFORD LIFE INSURANCE COMPANY
                            MODIFIED SINGLE PREMIUM
                            VARIABLE LIFE INSURANCE
                               SINGLE LIFE OPTION
                            $10,000 INITIAL PREMIUM
                              ISSUE AGE 55 FEMALE
                          INITIAL FACE AMOUNT: $33,334
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.25% NET)
 
<TABLE>
<CAPTION>
                                         CURRENT CHARGES*                    GUARANTEED CHARGES**
                 PREMIUMS       -----------------------------------   -----------------------------------
   END OF       ACCUMULATED                    CASH                                  CASH
  CONTRACT    AT 5% INTEREST     ACCOUNT     SURRENDER     DEATH       ACCOUNT     SURRENDER     DEATH
    YEAR         PER YEAR         VALUE        VALUE      BENEFIT       VALUE        VALUE      BENEFIT
  ---------   ---------------   ----------   ---------   ----------   ----------   ---------   ----------
  <S>         <C>               <C>          <C>         <C>          <C>          <C>         <C>
       1            10,500         10,834       9,840        33,334      10,727       9,736        33,334
       2            11,025         11,740      10,755        33,334      11,517      10,537        33,334
       3            11,576         12,724      11,751        33,334      12,378      11,411        33,334
       4            12,155         13,794      12,987        33,334      13,317      12,517        33,334
       5            12,763         14,956      14,169        33,334      14,343      13,564        33,334
 
       6            13,401         16,219      15,657        33,334      15,464      14,909        33,334
       7            14,071         17,592      17,060        33,334      16,688      16,163        33,334
       8            14,775         19,083      18,788        33,334      18,025      17,735        33,334
       9            15,513         20,704      20,452        33,334      19,487      19,238        33,334
      10            16,289         22,465      22,465        33,334      21,088      21,088        33,334
 
      11            17,103         24,501      24,501        33,334      22,940      22,940        33,334
      12            17,959         26,736      26,736        33,334      24,991      24,991        33,334
      13            18,856         29,218      29,218        34,478      27,270      27,270        33,334
      14            19,799         31,946      31,946        37,377      29,804      29,804        34,891
      15            20,789         34,928      34,928        40,517      32,585      32,585        37,799
 
      16            21,829         38,190      38,190        43,919      35,625      35,625        40,969
      17            22,920         41,765      41,765        47,195      38,958      38,958        44,023
      18            24,066         45,686      45,686        50,712      42,614      42,614        47,301
      19            25,270         49,992      49,992        54,492      46,627      46,627        50,824
      20            26,533         54,687      54,687        59,609      51,004      51,004        55,594
 
      25            33,864         85,841      85,841        90,992      80,060      80,060        84,864
      35            55,160        208,273     208,273       218,687     192,260     192,260       201,873
 
   *  THESE VALUES  REFLECT INVESTMENT  RESULTS USING  CURRENT COST  OF  INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE  VALUES REFLECT INVESTMENT RESULTS  USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
 
    THE HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN  THIS
PROSPECTUS  ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE  FOR
A  CONTRACT  WOULD BE  DIFFERENT FROM  THOSE SHOWN  IF ACTUAL  INVESTMENT RETURN
APPLICABLE TO  THE  CONTRACT  AVERAGE 12%  OVER  A  PERIOD OF  YEARS,  BUT  ALSO
FLUCTUATED  ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE  AND CASH SURRENDER  VALUE FOR A  CONTRACT WOULD ALSO  BE
DIFFERENT  FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE  ACTUAL
RATES  OF INVESTMENT RETURN APPLICABLE TO  THE CONTRACT AVERAGED 12%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR  THE SEPARATE ACCOUNT. NO REPRESENTATION CAN  BE
MADE  THAT THIS HYPOTHETICAL RATE OF RETURN CAN  BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
 
                                       34
<PAGE>
                        HARTFORD LIFE INSURANCE COMPANY
                            MODIFIED SINGLE PREMIUM
                            VARIABLE LIFE INSURANCE
                               SINGLE LIFE OPTION
                            $10,000 INITIAL PREMIUM
                              ISSUE AGE 55 FEMALE
                          INITIAL FACE AMOUNT: $33,334
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.25% NET)
 
<TABLE>
<CAPTION>
                                        CURRENT CHARGES*                 GUARANTEED CHARGES**
                 PREMIUMS       --------------------------------   --------------------------------
   END OF       ACCUMULATED                   CASH                               CASH
  CONTRACT    AT 5% INTEREST     ACCOUNT    SURRENDER    DEATH      ACCOUNT    SURRENDER    DEATH
    YEAR         PER YEAR         VALUE      VALUE      BENEFIT      VALUE      VALUE      BENEFIT
  ---------   ---------------   ---------   --------   ---------   ---------   --------   ---------
  <S>         <C>               <C>         <C>        <C>         <C>         <C>        <C>
       1            10,500        10,249      9,269      33,334      10,142      9,164      33,334
       2            11,025        10,506      9,546      33,334      10,279      9,324      33,334
       3            11,576        10,769      9,831      33,334      10,412      9,480      33,334
       4            12,155        11,040     10,275      33,334      10,539      9,781      33,334
       5            12,763        11,319     10,577      33,334      10,661      9,928      33,334
 
       6            13,401        11,605     11,089      33,334      10,774     10,266      33,334
       7            14,071        11,900     11,411      33,334      10,875     10,394      33,334
       8            14,775        12,202     11,941      33,334      10,959     10,704      33,334
       9            15,513        12,514     12,282      33,334      11,021     10,793      33,334
      10            16,289        12,833     12,833      33,334      11,055     11,055      33,334
 
      11            17,103        13,228     13,228      33,334      11,106     11,106      33,334
      12            17,959        13,636     13,636      33,334      11,127     11,127      33,334
      13            18,856        14,058     14,058      33,334      11,117     11,117      33,334
      14            19,799        14,494     14,494      33,334      11,073     11,073      33,334
      15            20,789        14,944     14,944      33,334      10,988     10,988      33,334
      16            21,829        15,409     15,409      33,334      10,854     10,854      33,334
      17            22,920        15,889     15,889      33,334      10,656     10,656      33,334
      18            24,066        16,385     16,385      33,334      10,375     10,375      33,334
      19            25,270        16,898     16,898      33,334       9,991      9,991      33,334
      20            26,533        17,428     17,428      33,334       9,479      9,479      33,334
 
      25            33,864        20,353     20,353      33,334       3,955      3,955      33,334
      35            55,160        27,852     27,852      33,334           0          0           0
 
   *  THESE VALUES  REFLECT INVESTMENT  RESULTS USING  CURRENT COST  OF  INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE  VALUES REFLECT INVESTMENT RESULTS  USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
 
    THE HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN  THIS
PROSPECTUS  ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE  FOR
A  CONTRACT  WOULD BE  DIFFERENT FROM  THOSE SHOWN  IF ACTUAL  INVESTMENT RETURN
APPLICABLE TO  THE  CONTRACT  AVERAGE  6%  OVER A  PERIOD  OF  YEARS,  BUT  ALSO
FLUCTUATED  ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE  AND CASH SURRENDER  VALUE FOR A  CONTRACT WOULD ALSO  BE
DIFFERENT  FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE  ACTUAL
RATES  OF INVESTMENT RETURN  APPLICABLE TO THE CONTRACT  AVERAGED 6%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR  THE SEPARATE ACCOUNT. NO REPRESENTATION CAN  BE
MADE  THAT THIS HYPOTHETICAL RATE OF RETURN CAN  BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
 
                                       35
<PAGE>
                        HARTFORD LIFE INSURANCE COMPANY
                            MODIFIED SINGLE PREMIUM
                            VARIABLE LIFE INSURANCE
                               SINGLE LIFE OPTION
                            $10,000 INITIAL PREMIUM
                              ISSUE AGE 55 FEMALE
                          INITIAL FACE AMOUNT: $33,334
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.75% NET)
 
<TABLE>
<CAPTION>
                                       CURRENT CHARGES*               GUARANTEED CHARGES**
                 PREMIUMS       ------------------------------   -------------------------------
   END OF       ACCUMULATED                 CASH                             CASH
  CONTRACT    AT 5% INTEREST    ACCOUNT    SURRENDER   DEATH     ACCOUNT    SURRENDER   DEATH
    YEAR         PER YEAR        VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT
  ---------   ---------------   --------   -------   ---------   --------   -------   ----------
  <S>         <C>               <C>        <C>       <C>         <C>        <C>       <C>
       1            10,500        9,665     8,698      33,334      9,558     8,593        33,334
       2            11,025        9,340     8,404      33,334      9,112     8,179        33,334
       3            11,576        9,026     8,118      33,334      8,662     7,761        33,334
       4            12,155        8,721     7,990      33,334      8,209     7,486        33,334
       5            12,763        8,425     7,720      33,334      7,750     7,053        33,334
 
       6            13,401        8,138     7,657      33,334      7,283     6,810        33,334
       7            14,071        7,860     7,401      33,334      6,803     6,352        33,334
       8            14,775        7,591     7,353      33,334      6,305     6,073        33,334
       9            15,513        7,330     7,111      33,334      5,782     5,568        33,334
      10            16,289        7,076     7,076      33,334      5,230     5,230        33,334
 
      11            17,103        6,865     6,865      33,334      4,665     4,665        33,334
      12            17,959        6,659     6,659      33,334      4,061     4,061        33,334
      13            18,856        6,459     6,459      33,334      3,419     3,419        33,334
      14            19,799        6,264     6,264      33,334      2,733     2,733        33,334
      15            20,789        6,073     6,073      33,334      1,997     1,997        33,334
 
      16            21,829        5,888     5,888      33,334      1,200     1,200        33,334
      17            22,920        5,707     5,707      33,334        324       324        33,334
      18            24,066        5,531     5,531      33,334          0         0             0
      19            25,270        5,360     5,360      33,334          0         0             0
      20            26,533        5,193     5,193      33,334          0         0             0
 
      25            33,864        4,420     4,420      33,334          0         0             0
      35            55,160        3,145     3,145      33,334          0         0             0
 
   *  THESE VALUES  REFLECT INVESTMENT  RESULTS USING  CURRENT COST  OF  INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE  VALUES REFLECT INVESTMENT RESULTS  USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
 
    THE HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN  THIS
PROSPECTUS  ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE  FOR
A  CONTRACT  WOULD BE  DIFFERENT FROM  THOSE SHOWN  IF ACTUAL  INVESTMENT RETURN
APPLICABLE TO  THE  CONTRACT  AVERAGE  0%  OVER A  PERIOD  OF  YEARS,  BUT  ALSO
FLUCTUATED  ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE  AND CASH SURRENDER  VALUE FOR A  CONTRACT WOULD ALSO  BE
DIFFERENT  FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE  ACTUAL
RATES  OF INVESTMENT RETURN  APPLICABLE TO THE CONTRACT  AVERAGED 0%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR  THE SEPARATE ACCOUNT. NO REPRESENTATION CAN  BE
MADE  THAT THIS HYPOTHETICAL RATE OF RETURN CAN  BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
 
                                       36
<PAGE>
                        HARTFORD LIFE INSURANCE COMPANY
                            MODIFIED SINGLE PREMIUM
                            VARIABLE LIFE INSURANCE
                               SINGLE LIFE OPTION
                            $10,000 INITIAL PREMIUM
                               ISSUE AGE 65 MALE
                          INITIAL FACE AMOUNT: $19,380
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.25% NET)
 
<TABLE>
<CAPTION>
                                         CURRENT CHARGES*                    GUARANTEED CHARGES**
                 PREMIUMS       -----------------------------------   -----------------------------------
   END OF       ACCUMULATED                    CASH                                  CASH
  CONTRACT    AT 5% INTEREST     ACCOUNT     SURRENDER     DEATH       ACCOUNT     SURRENDER     DEATH
    YEAR         PER YEAR         VALUE        VALUE      BENEFIT       VALUE        VALUE      BENEFIT
  ---------   ---------------   ----------   ---------   ----------   ----------   ---------   ----------
  <S>         <C>               <C>          <C>         <C>          <C>          <C>         <C>
       1            10,500         10,834       9,840        19,380      10,650       9,660        19,380
       2            11,025         11,740      10,755        19,380      11,357      10,380        19,380
       3            11,576         12,724      11,751        19,380      12,131      11,169        19,380
       4            12,155         13,794      12,987        19,380      12,984      12,190        19,380
       5            12,763         14,956      14,169        19,380      13,930      13,156        19,380
 
       6            13,401         16,219      15,657        19,380      14,986      14,436        19,380
       7            14,071         17,595      17,063        19,883      16,172      15,650        19,380
       8            14,775         19,106      18,810        21,208      17,516      17,228        19,443
       9            15,513         20,760      20,508        22,629      19,027      18,780        20,740
      10            16,289         22,549      22,549        24,578      20,664      20,664        22,524
 
      11            17,103         24,595      24,595        26,563      22,536      22,536        24,340
      12            17,959         26,837      26,837        28,716      24,587      24,587        26,309
      13            18,856         29,275      29,275        31,325      26,816      26,816        28,693
      14            19,799         31,947      31,947        33,864      29,260      29,260        31,016
      15            20,789         34,856      34,856        36,948      31,916      31,916        33,831
 
      16            21,829         38,046      38,046        39,949      34,834      34,834        36,576
      17            22,920         41,517      41,517        43,594      38,005      38,005        39,906
      18            24,066         45,308      45,308        47,574      41,447      41,447        43,520
      19            25,270         49,448      49,448        51,921      45,177      45,177        47,436
      20            26,533         53,969      53,969        56,667      49,215      49,215        51,677
 
      25            33,864         83,837      83,837        88,030      74,965      74,965        78,714
      35            55,160        202,335     202,335       204,358     175,528     175,528       177,284
 
   *  THESE VALUES  REFLECT INVESTMENT  RESULTS USING  CURRENT COST  OF  INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE  VALUES REFLECT INVESTMENT RESULTS  USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
 
    THE HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN  THIS
PROSPECTUS  ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE  FOR
A  CONTRACT  WOULD BE  DIFFERENT FROM  THOSE SHOWN  IF ACTUAL  INVESTMENT RETURN
APPLICABLE TO  THE  CONTRACT  AVERAGE 12%  OVER  A  PERIOD OF  YEARS,  BUT  ALSO
FLUCTUATED  ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE  AND CASH SURRENDER  VALUE FOR A  CONTRACT WOULD ALSO  BE
DIFFERENT  FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE  ACTUAL
RATES  OF INVESTMENT RETURN APPLICABLE TO  THE CONTRACT AVERAGED 12%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR  THE SEPARATE ACCOUNT. NO REPRESENTATION CAN  BE
MADE  THAT THIS HYPOTHETICAL RATE OF RETURN CAN  BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
 
                                       37
<PAGE>
                        HARTFORD LIFE INSURANCE COMPANY
                            MODIFIED SINGLE PREMIUM
                            VARIABLE LIFE INSURANCE
                               SINGLE LIFE OPTION
                            $10,000 INITIAL PREMIUM
                               ISSUE AGE 65 MALE
                          INITIAL FACE AMOUNT: $19,380
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.25% NET)
 
<TABLE>
<CAPTION>
                                        CURRENT CHARGES*                GUARANTEED CHARGES**
                 PREMIUMS       --------------------------------   -------------------------------
   END OF       ACCUMULATED                   CASH                              CASH
  CONTRACT    AT 5% INTEREST     ACCOUNT    SURRENDER    DEATH      ACCOUNT    SURRENDER   DEATH
    YEAR         PER YEAR         VALUE      VALUE      BENEFIT      VALUE      VALUE     BENEFIT
  ---------   ---------------   ---------   --------   ---------   ---------   -------   ---------
  <S>         <C>               <C>         <C>        <C>         <C>         <C>       <C>
       1            10,500        10,249      9,269      19,380      10,062     9,086      19,380
       2            11,025        10,506      9,546      19,380      10,104     9,152      19,380
       3            11,576        10,769      9,831      19,380      10,123     9,196      19,380
       4            12,155        11,040     10,275      19,380      10,116     9,364      19,380
       5            12,763        11,319     10,577      19,380      10,077     9,351      19,380
 
       6            13,401        11,605     11,089      19,380      10,002     9,502      19,380
       7            14,071        11,900     11,411      19,380       9,880     9,406      19,380
       8            14,775        12,202     11,941      19,380       9,703     9,454      19,380
       9            15,513        12,514     12,282      19,380       9,455     9,232      19,380
      10            16,289        12,833     12,833      19,380       9,124     9,124      19,380
 
      11            17,103        13,228     13,228      19,380       8,730     8,730      19,380
      12            17,959        13,636     13,636      19,380       8,217     8,217      19,380
      13            18,856        14,058     14,058      19,380       7,564     7,564      19,380
      14            19,799        14,494     14,494      19,380       6,738     6,738      19,380
      15            20,789        14,944     14,944      19,380       5,699     5,699      19,380
 
      16            21,829        15,409     15,409      19,380       4,387     4,387      19,380
      17            22,920        15,889     15,889      19,380       2,723     2,723      19,380
      18            24,066        16,385     16,385      19,380         595       595      19,380
      19            25,270        16,898     16,898      19,380           0         0           0
      20            26,533        17,428     17,428      19,380           0         0           0
 
      25            33,864        20,353     20,353      21,371           0         0           0
      35            55,160        27,854     27,854      28,133           0         0           0
 
   *  THESE VALUES  REFLECT INVESTMENT  RESULTS USING  CURRENT COST  OF  INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE  VALUES REFLECT INVESTMENT RESULTS  USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
 
    THE HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN  THIS
PROSPECTUS  ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE  FOR
A  CONTRACT  WOULD BE  DIFFERENT FROM  THOSE SHOWN  IF ACTUAL  INVESTMENT RETURN
APPLICABLE TO  THE  CONTRACT  AVERAGE  6%  OVER A  PERIOD  OF  YEARS,  BUT  ALSO
FLUCTUATED  ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE  AND CASH SURRENDER  VALUE FOR A  CONTRACT WOULD ALSO  BE
DIFFERENT  FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE  ACTUAL
RATES  OF INVESTMENT RETURN  APPLICABLE TO THE CONTRACT  AVERAGED 6%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR  THE SEPARATE ACCOUNT. NO REPRESENTATION CAN  BE
MADE  THAT THIS HYPOTHETICAL RATE OF RETURN CAN  BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
 
                                       38
<PAGE>
                        HARTFORD LIFE INSURANCE COMPANY
                            MODIFIED SINGLE PREMIUM
                            VARIABLE LIFE INSURANCE
                               SINGLE LIFE OPTION
                            $10,000 INITIAL PREMIUM
                               ISSUE AGE 65 MALE
                          INITIAL FACE AMOUNT: $19,380
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.75% NET)
 
<TABLE>
<CAPTION>
                                       CURRENT CHARGES*               GUARANTEED CHARGES**
                 PREMIUMS       ------------------------------   ------------------------------
   END OF       ACCUMULATED                 CASH                             CASH
  CONTRACT    AT 5% INTEREST    ACCOUNT    SURRENDER   DEATH     ACCOUNT    SURRENDER   DEATH
    YEAR         PER YEAR        VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT
  ---------   ---------------   --------   -------   ---------   --------   -------   ---------
  <S>         <C>               <C>        <C>       <C>         <C>        <C>       <C>
       1            10,500        9,665     8,698      19,380      9,475     8,512      19,380
       2            11,025        9,340     8,404      19,380      8,923     7,994      19,380
       3            11,576        9,026     8,118      19,380      8,340     7,444      19,380
       4            12,155        8,721     7,990      19,380      7,720     7,004      19,380
       5            12,763        8,425     7,720      19,380      7,056     6,368      19,380
 
       6            13,401        8,138     7,657      19,380      6,338     5,875      19,380
       7            14,071        7,869     7,401      19,380      5,553     5,111      19,380
       8            14,775        7,591     7,353      19,380      4,684     4,461      19,380
       9            15,513        7,330     7,111      19,380      3,712     3,503      19,380
      10            16,289        7,076     7,076      19,380      2,616     2,616      19,380
 
      11            17,103        6,865     6,865      19,380      1,379     1,379      19,380
      12            17,959        6,659     6,659      19,380          0         0           0
      13            18,856        6,459     6,459      19,380          0         0           0
      14            19,799        6,264     6,264      19,380          0         0           0
      15            20,789        6,073     6,073      19,380          0         0           0
 
      16            21,829        5,888     5,888      19,380          0         0           0
      17            22,920        5,707     5,707      19,380          0         0           0
      18            24,066        5,531     5,531      19,380          0         0           0
      19            25,270        5,360     5,360      19,380          0         0           0
      20            26,533        5,193     5,193      19,380          0         0           0
 
      25            33,864        4,420     4,420      19,380          0         0           0
      35            55,160        3,145     3,145      19,380          0         0           0
 
   *  THESE VALUES  REFLECT INVESTMENT  RESULTS USING  CURRENT COST  OF  INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE  VALUES REFLECT INVESTMENT RESULTS  USING GUARANTEED COST OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
 
    THE HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN  THIS
PROSPECTUS  ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE  FOR
A  CONTRACT  WOULD BE  DIFFERENT FROM  THOSE SHOWN  IF ACTUAL  INVESTMENT RETURN
APPLICABLE TO THE CONTACT AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT  AVERAGE FOR INDIVIDUAL CONTRACT  YEARS. THE DEATH  BENEFIT,
ACCOUNT  VALUE AND CASH SURRENDER  VALUE FOR A CONTRACT  WOULD ALSO BE DIFFERENT
FROM THOSE SHOWN, DEPENDING ON THE  INVESTMENT ALLOCATIONS MADE TO THE  SEPARATE
ACCOUNTS  AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE  TO THE CONTACT  AVERAGED 0%, BUT  VARIED ABOVE  OR
BELOW  THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE  ACHIEVED FOR ANY ONE YEAR OR  SUSTAINED
OVER ANY PERIOD OF TIME.
 
                                       39
<PAGE>
                        HARTFORD LIFE INSURANCE COMPANY
                            MODIFIED SINGLE PREMIUM
                            VARIABLE LIFE INSURANCE
                              LAST SURVIVOR OPTION
                            $10,000 INITIAL PREMIUM
                        ISSUE AGES: 55 MALE / 55 FEMALE
                          INITIAL FACE AMOUNT: $44,053
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.25% NET)
 
<TABLE>
<CAPTION>
                                         CURRENT CHARGES*                    GUARANTEED CHARGES**
                 PREMIUMS       -----------------------------------   -----------------------------------
   END OF       ACCUMULATED                    CASH                                  CASH
  CONTRACT    AT 5% INTEREST     ACCOUNT     SURRENDER     DEATH       ACCOUNT     SURRENDER     DEATH
    YEAR         PER YEAR         VALUE        VALUE      BENEFIT       VALUE        VALUE      BENEFIT
  ---------   ---------------   ----------   ---------   ----------   ----------   ---------   ----------
  <S>         <C>               <C>          <C>         <C>          <C>          <C>         <C>
       1            10,500         10,902       9,906        44,053      10,902       9,906        44,053
       2            11,025         11,882      10,894        44,053      11,882      10,894        44,053
       3            11,576         12,946      11,970        44,053      12,946      11,970        44,053
       4            12,155         14,103      13,292        44,053      14,103      13,292        44,053
       5            12,763         15,360      14,568        44,053      15,360      14,568        44,053
 
       6            13,401         16,726      16,159        44,053      16,726      16,159        44,053
       7            14,071         18,210      17,674        44,053      18,210      17,674        44,053
       8            14,775         19,825      19,526        44,053      19,822      19,523        44,053
       9            15,513         21,585      21,331        44,053      21,574      21,320        44,053
      10            16,289         23,505      23,505        44,053      23,477      23,477        44,053
 
      11            17,103         25,727      25,727        44,053      25,652      25,652        44,053
      12            17,959         28,162      28,162        44,053      28,031      28,031        44,053
      13            18,856         30,830      30,830        44,053      30,640      30,640        44,053
      14            19,799         33,755      33,755        44,053      33,507      33,507        44,053
      15            20,789         36,960      36,960        44,053      36,667      36,667        44,053
 
      16            21,829         40,479      40,479        46,551      40,154      40,154        46,177
      17            22,920         44,337      44,337        50,102      43,981      43,981        49,699
      18            24,066         48,565      48,565        53,908      48,175      48,175        53,475
      19            25,270         53,202      53,202        57,991      52,774      52,774        57,524
      20            26,533         58,305      58,305        63,553      57,828      57,828        63,033
 
      25            33,864         92,176      92,176        97,707      91,132      91,132        96,600
      35            55,160        230,373     230,373       241,893     219,404     219,404       230,374
 
   *  THESE  VALUES  REFLECT INVESTMENT  RESULTS USING  CURRENT COST  OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS  USING GUARANTEED COST OF  INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
 
    THE  HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN  THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A CONTRACT  WOULD BE  DIFFERENT FROM  THOSE SHOWN  IF ACTUAL  INVESTMENT  RETURN
APPLICABLE  TO  THE  CONTRACT AVERAGE  12%  OVER  A PERIOD  OF  YEARS,  BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE  DEATH
BENEFIT,  ACCOUNT VALUE AND  CASH SURRENDER VALUE  FOR A CONTRACT  WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO  THE
SEPARATE  ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN APPLICABLE TO  THE CONTRACT AVERAGED 12%, BUT  VARIED
ABOVE  OR BELOW THAT AVERAGE FOR THE  SEPARATE ACCOUNT. NO REPRESENTATION CAN BE
MADE THAT THIS HYPOTHETICAL RATE OF RETURN  CAN BE ACHIEVED FOR ANY ONE YEAR  OR
SUSTAINED OVER ANY PERIOD OF TIME.
 
                                       40
<PAGE>
                        HARTFORD LIFE INSURANCE COMPANY
                            MODIFIED SINGLE PREMIUM
                            VARIABLE LIFE INSURANCE
                              LAST SURVIVOR OPTION
                            $10,000 INITIAL PREMIUM
                        ISSUE AGES: 55 MALE / 55 FEMALE
                          INITIAL FACE AMOUNT: $44,053
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.25% NET)
 
<TABLE>
<CAPTION>
                                        CURRENT CHARGES*                 GUARANTEED CHARGES**
                 PREMIUMS       --------------------------------   --------------------------------
   END OF       ACCUMULATED                   CASH                               CASH
  CONTRACT    AT 5% INTEREST     ACCOUNT    SURRENDER    DEATH      ACCOUNT    SURRENDER    DEATH
    YEAR         PER YEAR         VALUE      VALUE      BENEFIT      VALUE      VALUE      BENEFIT
  ---------   ---------------   ---------   --------   ---------   ---------   --------   ---------
  <S>         <C>               <C>         <C>        <C>         <C>         <C>        <C>
       1            10,500        10,314      9,332      44,053      10,314      9,332      44,053
       2            11,025        10,632      9,669      44,053      10,632      9,669      44,053
       3            11,576        10,954     10,012      44,053      10,954     10,012      44,053
       4            12,155        11,279     10,509      44,053      11,279     10,509      44,053
       5            12,763        11,605     10,860      44,053      11,605     10,860      44,053
 
       6            13,401        11,941     11,422      44,053      11,931     11,412      44,053
       7            14,071        12,288     11,796      44,053      12,255     11,763      44,053
       8            14,775        12,646     12,383      44,053      12,574     12,311      44,053
       9            15,513        13,015     12,782      44,053      12,885     12,652      44,053
      10            16,289        13,396     13,396      44,053      13,182     13,182      44,053
 
      11            17,103        13,858     13,858      44,053      13,517     13,517      44,053
      12            17,959        14,337     14,337      44,053      13,834     13,834      44,053
      13            18,856        14,834     14,834      44,053      14,127     14,127      44,053
      14            19,799        15,349     15,349      44,053      14,393     14,393      44,053
      15            20,789        15,883     15,883      44,053      14,624     14,624      44,053
 
      16            21,829        16,436     16,436      44,053      14,809     14,809      44,053
      17            22,920        17,010     17,010      44,053      14,938     14,938      44,053
      18            24,066        17,606     17,606      44,053      14,991     14,991      44,053
      19            25,270        18,223     18,223      44,053      14,949     14,949      44,053
      20            26,533        18,863     18,863      44,053      14,787     14,787      44,053
 
      25            33,864        22,433     22,433      44,053      11,078     11,078      44,053
      35            55,160        31,836     31,836      44,053           0          0           0
 
   *  THESE  VALUES  REFLECT INVESTMENT  RESULTS USING  CURRENT COST  OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS  USING GUARANTEED COST OF  INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
 
    THE  HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN  THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A CONTRACT  WOULD BE  DIFFERENT FROM  THOSE SHOWN  IF ACTUAL  INVESTMENT  RETURN
APPLICABLE  TO  THE  CONTRACT  AVERAGE  6% OVER  A  PERIOD  OF  YEARS,  BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE  DEATH
BENEFIT,  ACCOUNT VALUE  AND CASH  SURRENDER VALUE FOR  A CONTACT  WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO  THE
SEPARATE  ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN  APPLICABLE TO THE CONTRACT  AVERAGED 6%, BUT  VARIED
ABOVE  OR BELOW THAT AVERAGE FOR THE  SEPARATE ACCOUNT. NO REPRESENTATION CAN BE
MADE THAT THIS HYPOTHETICAL RATE OF RETURN  CAN BE ACHIEVED FOR ANY ONE YEAR  OR
SUSTAINED OVER ANY PERIOD OF TIME.
 
                                       41
<PAGE>
                        HARTFORD LIFE INSURANCE COMPANY
                            MODIFIED SINGLE PREMIUM
                            VARIABLE LIFE INSURANCE
                              LAST SURVIVOR OPTION
                            $10,000 INITIAL PREMIUM
                        ISSUE AGES: 55 MALE / 55 FEMALE
                          INITIAL FACE AMOUNT: $44,053
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.75% NET)
 
<TABLE>
<CAPTION>
                                       CURRENT CHARGES*               GUARANTEED CHARGES**
                 PREMIUMS       ------------------------------   ------------------------------
   END OF       ACCUMULATED                 CASH                             CASH
  CONTRACT    AT 5% INTEREST    ACCOUNT    SURRENDER   DEATH     ACCOUNT    SURRENDER   DEATH
    YEAR         PER YEAR        VALUE      VALUE     BENEFIT     VALUE      VALUE     BENEFIT
  ---------   ---------------   --------   -------   ---------   --------   -------   ---------
  <S>         <C>               <C>        <C>       <C>         <C>        <C>       <C>
       1            10,500        9,726     8,757      44,053      9,726     8,757      44,053
       2            11,025        9,452     8,512      44,053      9,451     8,512      44,053
       3            11,576        9,177     8,266      44,053      9,177     8,266      44,053
       4            12,155        8,899     8,166      44,053      8,899     8,166      44,053
       5            12,763        8,628     7,920      44,053      8,618     7,910      44,053
 
       6            13,401        8,365     7,881      44,053      8,331     7,848      44,053
       7            14,071        8,108     7,647      44,053      8,035     7,575      44,053
       8            14,775        7,859     7,619      44,053      7,727     7,489      44,053
       9            15,513        7,616     7,397      44,053      7,403     7,185      44,053
      10            16,289        7,380     7,380      44,053      7,058     7,058      44,053
 
      11            17,103        7,186     7,186      44,053      6,713     6,713      44,053
      12            17,959        6,996     6,996      44,053      6,334     6,334      44,053
      13            18,856        6,811     6,811      44,053      5,916     5,916      44,053
      14            19,799        6,630     6,630      44,053      5,451     5,451      44,053
      15            20,789        6,453     6,453      44,053      4,932     4,932      44,053
 
      16            21,829        6,280     6,280      44,053      4,345     4,345      44,053
      17            22,920        6,110     6,110      44,053      3,673     3,673      44,053
      18            24,066        5,945     5,945      44,053      2,896     2,896      44,053
      19            25,270        5,783     5,783      44,053      1,985     1,985      44,053
      20            26,533        5,625     5,625      44,053        910       910      44,053
 
      25            33,864        4,885     4,885      44,053          0         0           0
      35            55,160        3,633     3,633      44,053          0         0           0
 
   *  THESE  VALUES  REFLECT INVESTMENT  RESULTS USING  CURRENT COST  OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS  USING GUARANTEED COST OF  INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
 
    THE  HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN  THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A CONTRACT  WOULD BE  DIFFERENT FROM  THOSE SHOWN  IF ACTUAL  INVESTMENT  RETURN
APPLICABLE  TO  THE  CONTRACT  AVERAGE  0% OVER  A  PERIOD  OF  YEARS,  BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE  DEATH
BENEFIT,  ACCOUNT VALUE AND  CASH SURRENDER VALUE  FOR A CONTRACT  WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO  THE
SEPARATE  ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN  APPLICABLE TO THE CONTRACT  AVERAGED 0%, BUT  VARIED
ABOVE  OR BELOW THAT AVERAGE FOR THE  SEPARATE ACCOUNT. NO REPRESENTATION CAN BE
MADE THAT THIS HYPOTHETICAL RATE OF RETURN  CAN BE ACHIEVED FOR ANY ONE YEAR  OR
SUSTAINED OVER ANY PERIOD OF TIME.
 
                                       42
<PAGE>
                        HARTFORD LIFE INSURANCE COMPANY
                            MODIFIED SINGLE PREMIUM
                            VARIABLE LIFE INSURANCE
                              LAST SURVIVOR OPTION
                            $10,000 INITIAL PREMIUM
                        ISSUE AGES: 65 MALE / 65 FEMALE
                          INITIAL FACE AMOUNT: $27,778
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.25% NET)
 
<TABLE>
<CAPTION>
                                          CURRENT CHARGES*                     GUARANTEED CHARGES**
                 PREMIUMS       ------------------------------------   -------------------------------------
   END OF       ACCUMULATED                     CASH                                    CASH
  CONTRACT    AT 5% INTEREST      ACCOUNT     SURRENDER     DEATH        ACCOUNT      SURRENDER     DEATH
    YEAR         PER YEAR          VALUE        VALUE      BENEFIT        VALUE         VALUE      BENEFIT
  ---------   ---------------   -----------   ---------   ----------   ------------   ---------   ----------
  <S>         <C>               <C>           <C>         <C>          <C>            <C>         <C>
       1            10,500          10,897       9,902        27,778        10,897       9,902        27,778
       2            11,025          11,862      10,875        27,778        11,862      10,875        27,778
       3            11,576          12,903      11,927        27,778        12,902      11,926        27,778
       4            12,155          14,037      13,227        27,778        14,021      13,211        27,778
       5            12,763          15,274      14,483        27,778        15,229      14,439        27,778
 
       6            13,401          16,623      16,057        27,778        16,535      15,969        27,778
       7            14,071          18,094      17,558        27,778        17,948      17,413        27,778
       8            14,775          19,698      19,399        27,778        19,482      19,185        27,778
       9            15,513          21,447      21,193        27,778        21,155      20,902        27,778
      10            16,289          23,354      23,354        27,778        22,988      22,988        27,778
 
      11            17,103          25,561      25,561        27,778        25,115      25,115        27,778
      12            17,959          27,981      27,981        29,940        27,485      27,485        29,409
      13            18,856          30,632      30,632        32,776        30,076      30,076        32,182
      14            19,799          33,537      33,537        35,550        32,914      32,914        34,889
      15            20,789          36,721      36,721        38,925        36,007      36,007        38,168
 
      16            21,829          40,211      40,211        42,222        39,396      39,396        41,367
      17            22,920          44,035      44,035        46,238        43,088      43,088        45,243
      18            24,066          48,227      48,227        50,639        47,104      47,104        49,460
      19            25,270          52,820      52,820        55,462        51,466      51,466        54,040
      20            26,533          57,887      57,887        60,782        56,231      56,231        59,043
 
      25            33,864          91,514      91,514        96,090        86,546      86,546        90,874
      35            55,160         228,720     228,720       231,007       203,577     203,577       205,613
 
   *  THESE  VALUES  REFLECT INVESTMENT  RESULTS USING  CURRENT COST  OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS  USING GUARANTEED COST OF  INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
 
    THE  HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN  THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A CONTRACT  WOULD BE  DIFFERENT FROM  THOSE SHOWN  IF ACTUAL  INVESTMENT  RETURN
APPLICABLE  TO  THE  CONTRACT AVERAGE  12%  OVER  A PERIOD  OF  YEARS,  BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE  DEATH
BENEFIT,  ACCOUNT VALUE AND  CASH SURRENDER VALUE  FOR A CONTRACT  WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO  THE
SEPARATE  ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN APPLICABLE TO  THE CONTRACT AVERAGED 12%, BUT  VARIED
ABOVE  OR BELOW THAT AVERAGE FOR THE  SEPARATE ACCOUNT. NO REPRESENTATION CAN BE
MADE THAT THIS HYPOTHETICAL RATE OF RETURN  CAN BE ACHIEVED FOR ANY ONE YEAR  OR
SUSTAINED OVER ANY PERIOD OF TIME.
 
                                       43
<PAGE>
                        HARTFORD LIFE INSURANCE COMPANY
                            MODIFIED SINGLE PREMIUM
                            VARIABLE LIFE INSURANCE
                              LAST SURVIVOR OPTION
                            $10,000 INITIAL PREMIUM
                        ISSUE AGES: 65 MALE / 65 FEMALE
                          INITIAL FACE AMOUNT: $27,778
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.25% NET)
 
<TABLE>
<CAPTION>
                                        CURRENT CHARGES*                   GUARANTEED CHARGES**
                 PREMIUMS       ---------------------------------   ----------------------------------
   END OF       ACCUMULATED                    CASH                                 CASH
  CONTRACT    AT 5% INTEREST     ACCOUNT     SURRENDER    DEATH       ACCOUNT     SURRENDER    DEATH
    YEAR         PER YEAR         VALUE       VALUE      BENEFIT       VALUE       VALUE      BENEFIT
  ---------   ---------------   ----------   --------   ---------   -----------   --------   ---------
  <S>         <C>               <C>          <C>        <C>         <C>           <C>        <C>
       1            10,500         10,309      9,327      27,778        10,309      9,327      27,778
       2            11,025         10,612      9,650      27,778        10,612      9,650      27,778
       3            11,576         10,917      9,976      27,778        10,907      9,967      27,778
       4            12,155         11,232     10,463      27,778        11,191     10,423      27,778
       5            12,763         11,556     10,812      27,778        11,460     10,717      27,778
 
       6            13,401         11,891     11,372      27,778        11,710     11,193      27,778
       7            14,071         12,236     11,744      27,778        11,935     11,445      27,778
       8            14,775         12,592     12,329      27,778        12,126     11,866      27,778
       9            15,513         12,960     12,727      27,778        12,275     12,045      27,778
      10            16,289         13,339     13,339      27,778        12,370     12,370      27,778
 
      11            17,103         13,799     13,799      27,778        12,451     12,451      27,778
      12            17,959         14,276     14,276      27,778        12,455     12,455      27,778
      13            18,856         14,770     14,770      27,778        12,368     12,368      27,778
      14            19,799         15,283     15,283      27,778        12,172     12,172      27,778
      15            20,789         15,815     15,815      27,778        11,843     11,843      27,778
 
      16            21,829         16,366     16,366      27,778        11,347     11,347      27,778
      17            22,920         16,937     16,937      27,778        10,641     10,641      27,778
      18            24,066         17,530     17,530      27,778         9,661      9,661      27,778
      19            25,270         18,144     18,144      27,778         8,326      8,326      27,778
      20            26,533         18,781     18,781      27,778         6,527      6,527      27,778
 
      25            33,864         22,335     22,335      27,778             0          0           0
      35            55,160         31,696     31,696      32,014             0          0           0
 
   *  THESE  VALUES  REFLECT INVESTMENT  RESULTS USING  CURRENT COST  OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS  USING GUARANTEED COST OF  INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
 
    THE  HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN  THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A CONTRACT  WOULD BE  DIFFERENT FROM  THOSE SHOWN  IF ACTUAL  INVESTMENT  RETURN
APPLICABLE  TO  THE  CONTRACT  AVERAGE  6% OVER  A  PERIOD  OF  YEARS,  BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE  DEATH
BENEFIT,  ACCOUNT VALUE AND  CASH SURRENDER VALUE  FOR A CONTRACT  WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO  THE
SEPARATE  ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN  APPLICABLE TO THE CONTRACT  AVERAGED 6%, BUT  VARIED
ABOVE  OR BELOW THAT AVERAGE FOR THE  SEPARATE ACCOUNT. NO REPRESENTATION CAN BE
MADE THAT THIS HYPOTHETICAL RATE OF RETURN  CAN BE ACHIEVED FOR ANY ONE YEAR  OR
SUSTAINED OVER ANY PERIOD OF TIME.
 
                                       44
<PAGE>
                        HARTFORD LIFE INSURANCE COMPANY
                            MODIFIED SINGLE PREMIUM
                            VARIABLE LIFE INSURANCE
                              LAST SURVIVOR OPTION
                            $10,000 INITIAL PREMIUM
                        ISSUE AGES: 65 MALE / 65 FEMALE
                          INITIAL FACE AMOUNT: $27,778
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.75% NET)
 
<TABLE>
<CAPTION>
                                        CURRENT CHARGES*                   GUARANTEED CHARGES**
                 PREMIUMS       ---------------------------------   ----------------------------------
   END OF       ACCUMULATED                    CASH                                 CASH
  CONTRACT    AT 5% INTEREST     ACCOUNT     SURRENDER    DEATH       ACCOUNT     SURRENDER    DEATH
    YEAR         PER YEAR         VALUE       VALUE      BENEFIT       VALUE       VALUE      BENEFIT
  ---------   ---------------   ----------   --------   ---------   -----------   --------   ---------
  <S>         <C>               <C>          <C>        <C>         <C>           <C>        <C>
       1            10,500          9,721      8,752      27,778         9,721      8,752      27,778
       2            11,025          9,432      8,493      27,778         9,432      8,493      27,778
       3            11,576          9,147      8,236      27,778         9,129      8,220      27,778
       4            12,155          8,869      8,136      27,778         8,809      8,077      27,778
       5            12,763          8,599      7,891      27,778         8,466      7,760      27,778
 
       6            13,401          8,336      7,852      27,778         8,095      7,614      27,778
       7            14,071          8,080      7,619      27,778         7,687      7,230      27,778
       8            14,775          7,831      7,592      27,778         7,232      6,996      27,778
       9            15,513          7,589      7,370      27,778         6,716      6,499      27,778
      10            16,289          7,354      7,354      27,778         6,122      6,122      27,778
 
      11            17,103          7,161      7,161      27,778         5,457      5,457      27,778
      12            17,959          6,972      6,972      27,778         4,673      4,673      27,778
      13            18,856          6,787      6,787      27,778         3,747      3,747      27,778
      14            19,799          6,606      6,606      27,778         2,652      2,652      27,778
      15            20,789          6,430      6,430      27,778         1,349      1,349      27,778
 
      16            21,829          6,257      6,257      27,778             0          0           0
      17            22,920          6,088      6,088      27,778             0          0           0
      18            24,066          5,923      5,923      27,778             0          0           0
      19            25,270          5,762      5,762      27,778             0          0           0
      20            26,533          5,604      5,604      27,778             0          0           0
 
      25            33,864          4,866      4,866      27,778             0          0           0
      35            55,160          3,619      3,619      27,778             0          0           0
 
   *  THESE  VALUES  REFLECT INVESTMENT  RESULTS USING  CURRENT COST  OF INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
  **  THESE VALUES REFLECT INVESTMENT RESULTS  USING GUARANTEED COST OF  INSURANCE
      RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
</TABLE>
 
    THE  HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN  THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A CONTRACT  WOULD BE  DIFFERENT FROM  THOSE SHOWN  IF ACTUAL  INVESTMENT  RETURN
APPLICABLE  TO  THE  CONTRACT  AVERAGE  0% OVER  A  PERIOD  OF  YEARS,  BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE  DEATH
BENEFIT,  ACCOUNT VALUE AND  CASH SURRENDER VALUE  FOR A CONTRACT  WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO  THE
SEPARATE  ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN  APPLICABLE TO THE CONTRACT  AVERAGED 0%, BUT  VARIED
ABOVE  OR BELOW THAT AVERAGE FOR THE  SEPARATE ACCOUNT. NO REPRESENTATION CAN BE
MADE THAT THIS HYPOTHETICAL RATE OF RETURN  CAN BE ACHIEVED FOR ANY ONE YEAR  OR
SUSTAINED OVER ANY PERIOD OF TIME.
 
                                       45
<PAGE>
ITT Hartford Life and Annuity Insurance Company                               41
- --------------------------------------------------------------------------------
 
                         PART I. FINANCIAL INFORMATION
 
Item 1.
 
                              FINANCIAL STATEMENTS
 
The  following  unaudited  financial  statements,  reflect,  in  the  opinion of
management, all adjustments  (which include only  normal recurring  adjustments)
necessary  to present fairly  the financial position,  the results of operations
and the cash flows for the periods presented. Certain reclassifications of prior
year results were made to conform  to current presentation. Interim results  are
not indicative of the results which may be expected for any other interim period
or  the  full year.  For  a description  of  accounting policies,  see  Notes to
Consolidated Financial Statements in the 1995 Form 10-K.
 
                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF INCOME
                                 (IN MILLIONS)
 
<TABLE>
<CAPTION>
                                                        QUARTER      SIX MONTHS
                                                         ENDED         ENDED
                                                        JUNE 30,      JUNE 30,
                                                       ----------  --------------
                                                       1996  1995   1996    1995
                                                       ----  ----  ------  ------
                                                       (UNAUDITED)  (UNAUDITED)
 <S>                                                   <C>   <C>   <C>     <C>
 
 Revenues:
 
 Premiums and other considerations                     $299  $270  $  943  $  720
 Net investment income                                  318   336     651     675
 Net realized losses on investments                      (1)   (7)     (1)     (6)
                                                       ----  ----  ------  ------
                                                        616   599   1,593   1,389
                                                       ----  ----  ------  ------
 
 Benefits, Claims and Expenses:
 
 Benefits, claims and claim adjustment expenses         392   350     788     716
 Amortization of deferred policy acquisition costs       63    50     129      92
 Dividends to policyholders                              61    69     347     297
 Other insurance expenses                                34    85     198     193
                                                       ----  ----  ------  ------
                                                        550   554   1,462   1,298
                                                       ----  ----  ------  ------
 
 Income Before Income Tax                                66    45     131      91
 Income tax expense                                      23    15      45      30
                                                       ----  ----  ------  ------
 
 Net Income                                            $ 43  $ 30  $   86  $   61
                                                       ----  ----  ------  ------
                                                       ----  ----  ------  ------
</TABLE>
 
<PAGE>
42                               ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                                 (IN MILLIONS)
 
<TABLE>
<CAPTION>
                                                           JUNE 30,   DECEMBER 31,
                                                             1996         1995
                                                           --------   ------------
                                                                 (UNAUDITED)
 
 <S>                                                       <C>        <C>
                         Assets:
 
 Investments:
 Fixed maturities, available for sale, at fair value       $ 13,683     $14,400
 Equity securities, at fair value                                65          63
 Mortgage loans, at outstanding principal balance                57         265
 Policy loans, at outstanding balance                         3,756       3,381
 Other investments                                               99         156
                                                           --------   ------------
                                                             17,660      18,265
 
 Cash                                                            46          46
 Premiums and amounts receivable                                121         165
 Reinsurance recoverable                                      6,696       6,221
 Accrued investment income                                      399         394
 Deferred policy acquisition costs                            2,488       2,188
 Deferred income tax                                            601         420
 Other assets                                                   205         234
 Separate account assets                                     42,569      36,264
                                                           --------   ------------
                                                           $ 70,785     $64,197
                                                           --------   ------------
                                                           --------   ------------
 
           Liabilities and Stockholder's Equity
 
 Future policy benefits                                    $  2,677     $ 2,373
 Other policyholder funds                                    22,570      22,598
 Other liabilities                                            1,294       1,233
 Separate account liabilities                                42,569      36,264
                                                           --------   ------------
                                                             69,110      62,468
                                                           --------   ------------
 
 Common stock -- authorized 1,000 shares, $5,690 par
  value,
  Issued and outstanding 1,000 shares                             6           6
 Capital surplus                                              1,045       1,007
 Unrealized loss on investments, net of tax                    (235)        (57)
 Retained earnings                                              859         773
                                                           --------   ------------
                                                              1,675       1,729
                                                           --------   ------------
                                                           $ 70,785     $64,197
                                                           --------   ------------
                                                           --------   ------------
</TABLE>
 
<PAGE>
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                               43
- --------------------------------------------------------------------------------
 
                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN MILLIONS)
 
<TABLE>
<CAPTION>
                                                                    SIX MONTHS
                                                                  ENDED JUNE 30,
                                                                 ----------------
                                                                  1996     1995
                                                                 -------  -------
                                                                   (UNAUDITED)
 
 <S>                                                             <C>      <C>
 Operating Activities:
 Net Income                                                      $    86  $    61
 Adjustments to net income:
 Net realized investment losses before tax                             1        4
 Net policyholder investment (gains) losses before tax                (4)       2
 Net deferred policy acquisition costs                              (300)    (181)
 Net amortization of premium on fixed maturities                       7        7
 Deferred income tax benefits                                        (88)    (120)
 Decrease in premiums and amounts receivable                          20        3
 Decrease (increase) in other assets                                  26      (33)
 Increase in reinsurance recoverable                                (264)     (60)
 Increase in liability for future policy benefits                    304      354
 Increase in other liabilities                                       150       57
 (Increase) decrease in accrued investment income                     (5)       7
                                                                 -------  -------
 Cash (Used For) Provided By Operating Activities                    (67)     101
                                                                 -------  -------
 
 Investing Activities:
 Purchases of fixed maturity investments                          (2,717)  (2,150)
 Proceeds from sales of fixed maturity investments                 1,348    2,835
 Maturities and principal paydowns of long-term investments        1,469      574
 Net purchases of other investments                                 (116)  (1,240)
 Net sales (purchases) of short-term investments                     232     (894)
                                                                 -------  -------
 Cash Provided By (Used For) Investing Activities                    216     (875)
                                                                 -------  -------
 
 Financing Activities:
 Net (disbursements) receipts for investment and UL-type
  contracts (debited) credited to policyholder account balances     (187)     837
 Capital contributions                                                38    --
                                                                 -------  -------
 Cash (Used For) Provided By Financing Activities                   (149)     837
                                                                 -------  -------
 
 Net Increase In Cash                                              --          63
 Cash at beginning of period                                          46       20
                                                                 -------  -------
 Cash At End Of Period                                           $    46  $    83
                                                                 -------  -------
                                                                 -------  -------
</TABLE>
 
<PAGE>
44                               ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
                   ITEM 2. MANAGEMENT'S NARRATIVE ANALYSIS OF
                             RESULTS OF OPERATIONS
                                 (IN MILLIONS)
                      QUARTER ENDED JUNE 30, 1996 AND 1995
 
<TABLE>
<CAPTION>
                                    ILAD        AMS      SPECIALTY     RUNOFF      TOTAL
                                 ----------  ----------  ----------  ----------  ----------
                                 1996  1995  1996  1995  1996  1995  1996  1995  1996  1995
                                 ----  ----  ----  ----  ----  ----  ----  ----  ----  ----
 <S>                             <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>
 Revenues                        $252  $218  $100  $ 90  $210  $199  $ 54  $ 92  $616  $599
 Benefits, Claims, Expenses and
  Taxes                           204   186    96    85   204   193    69   105   573   569
                                 ----  ----  ----  ----  ----  ----  ----  ----  ----  ----
 Net Income (Loss)               $ 48  $ 32  $  4  $  5  $  6  $  6  $(15) $(13) $ 43  $ 30
                                 ----  ----  ----  ----  ----  ----  ----  ----  ----  ----
                                 ----  ----  ----  ----  ----  ----  ----  ----  ----  ----
</TABLE>
 
INDIVIDUAL LIFE AND ANNUITY DIVISION (ILAD)
 
The premiums, investment  income, management  and maintenance fees  and cost  of
insurance  associated with this growing asset base  continue to be the source of
ILAD's increased revenues,  up 16% from  prior year. New  deposits of fixed  and
variable  annuities in the  three months ended June  30, 1996 were approximately
$2.7 billion, an increase of over 90% from prior year sales or $1.4 billion, but
are not reported as revenues. Net income, up 50% from the same period last year,
continues to  grow  as earnings  are  generated  from an  existing  asset  base.
Revenue,   new  deposit,  and  net  income   increases  are  all  indicative  of
exceptionally strong, stable growth.
 
ASSET MANAGEMENT SERVICES (AMS)
 
Continuing to be an industry leader in deferred compensation products,  revenues
in  this  segment grew  by approximately  14%  over the  same period  last year.
Included in 1995  results is  a one time  benefit of  approximately $2  million.
Excluding  this benefit, net  income rose 33% over  prior year. Asset Management
Services is currently engaged in a restructuring process that is anticipated  to
result in new product development as well as expense reductions.
 
SPECIALTY
 
Net  Income  in the  Specialty  segment held  steady  in the  second  quarter as
compared to the same period last year.  In August of 1996, Congress passed  COLI
legislation  which provides for a three year phase-out of the interest deduction
on loans. It is expected that the President will sign this bill. In anticipation
of unfavorable tax legislation there were no new deposits of leveraged COLI, but
new  products,  such   as  variable  COLI   and  other  non-qualified   deferred
compensation  vehicles, and  new international  ventures are  being developed to
mitigate lost earnings due to leveraged COLI.
 
RUNOFF
 
The Runoff segment consists of a closed block of guaranteed rate contracts (GRC)
formerly part of the AMS segment  of business. GRC results have been  negatively
affected  by  lower investment  earnings on  mortgaged-backed securities  due to
prepayments experienced in  excess of  assumed levels.  Hartford Life  Insurance
Company   (HLIC)  is  considering  portfolio  management  strategies  which  may
accelerate the recognition of  the closed book GRC  loss as disclosed in  HLIC's
1995 Form 10K Annual Report.
<PAGE>
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                               45
- --------------------------------------------------------------------------------
 
                   ITEM 2. MANAGEMENT'S NARRATIVE ANALYSIS OF
                             RESULTS OF OPERATIONS
                                 (IN MILLIONS)
                    SIX MONTHS ENDED JUNE 30, 1996 AND 1995
 
<TABLE>
<CAPTION>
                                ILAD        AMS      SPECIALTY     RUNOFF        TOTAL
                             ----------  ----------  ----------  ----------  --------------
                             1996  1995  1996  1995  1996  1995  1996  1995   1996    1995
                             ----  ----  ----  ----  ----  ----  ----  ----  ------  ------
 <S>                         <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>     <C>
 Revenues                    $524  $407  $200  $196  $753  $593  $116  $193  $1,593  $1,389
 Benefits, claims, expenses
  and taxes                   430   340   192   187   739   582   146   219   1,507   1,328
                             ----  ----  ----  ----  ----  ----  ----  ----  ------  ------
 Net income (loss)           $ 94  $ 67  $  8  $  9  $ 14  $ 11  $(30) $(26) $   86  $   61
                             ----  ----  ----  ----  ----  ----  ----  ----  ------  ------
                             ----  ----  ----  ----  ----  ----  ----  ----  ------  ------
</TABLE>
 
INDIVIDUAL LIFE AND ANNUITY DIVISION (ILAD)
 
Growth  in  fixed and  variable  annuity sales,  as  well as  several assumption
reinsurance transactions in  the last  several years have  increased the  assets
under management in this segment to approximately $39 billion through June 1996.
The  premiums, investment  income, management and  maintenance fees  and cost of
insurance associated with this growing asset  base continue to be the source  of
ILAD's  increased revenues. New deposits of  fixed and variable annuities in the
first six months of 1996 were approximately $5 billion, but are not reported  as
revenues, an increase over prior year sales of $1.5 billion or 42%.
 
ASSET MANAGEMENT SERVICES (AMS)
 
This  segment is one of  the top providers of  deferred compensation products in
the country. Net income increased by 14%  over prior year, excluding a one  time
benefit  of  approximately  $2 million  in  1995. Asset  Management  services is
currently engaged in a  restructuring process that is  anticipated to result  in
new product development as well as expense reductions.
 
SPECIALTY
 
Increased  net income in the Specialty segment is attributable to net investment
income and  other  revenues  on  the existing  block  of  corporate  owned  life
insurance  (COLI) business. In  August of 1996  Congress passed COLI legislation
which provides for a three year phase-out of the interest deduction on loans. It
is anticipated that the  President will sign this  bill. Although there were  no
new  deposits  of  leveraged COLI  in  the  first half  of  1996,  new products,
including variable COLI and other non-qualified deferred compensation  vehicles,
are  being  developed. Also,  expansion into  new international  ventures should
further mitigate the earnings lost due to leveraged COLI.
 
RUNOFF
 
The Runoff segment consists of a closed block of guaranteed rate contracts (GRC)
formerly part of the AMS segment  of business. GRC results have been  negatively
affected  by  lower investment  earnings on  mortgaged-backed securities  due to
prepayments experienced in  excess of  assumed levels.  Hartford Life  Insurance
Company   (HLIC)  is  considering  portfolio  management  strategies  which  may
accelerate the recognition of  the closed book GRC  loss as disclosed in  HLIC's
1995 Form 10K Annual Report.




<PAGE>

                       REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To Hartford Life Insurance Company and Subsidiaries:

We have audited the accompanying consolidated balance sheets of Hartford Life
Insurance Company (a Connecticut corporation and wholly-owned subsidiary of
Hartford Life and Accident Insurance Company) and subsidiaries as of December
31, 1995 and 1994, and the related consolidated statements of  income,
stockholder's equity and cash flows for each of the three years in the period
ended December 31, 1995.  These consolidated financial statements and the
schedules referred to below are the responsibility of Hartford Life Insurance 
Company's management.  Our responsibility is to express an opinion on these
consolidated financial statements and schedules 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 consolidated financial statements
are free of material misstatement.  An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the consolidated
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
audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Hartford Life Insurance Company and subsidiaries as of December 31, 1995 and
1994, and the results of their operations and their cash flows for each of the
three years in the period ended December 31, 1995 in conformity with generally
accepted accounting principles.

As discussed in Note 1 in Notes to Consolidated Financial Statements, Hartford
Life Insurance Company adopted new accounting standards promulgated by the
Financial Accounting Standards Board, changing its methods of accounting, as of
January 1, 1994, for debt and equity securities.

Our audits were made for the purpose of forming an opinion on the basic
consolidated financial statements taken as a whole.  The schedules listed in
the Index to Consolidated Financial Statements and Schedules are presented for
purposes of complying with the Securities and Exchange Commission's rules and
are not a required part of the basic consolidated financial statements.  These
schedules have been subjected to the auditing procedures applied in the audits
of the basic consolidated financial statements  and, in our opinion, fairly
state in all material respects the  financial data required to be set forth
therein in relation to the  basic consolidated financial statements taken as a
whole.

                                           /s/ ARTHUR ANDERSEN  LLP


Hartford, Connecticut
January 24, 1996 (except with respect to the matter discussed
                 in Note 10 as to which the date is October 18, 1996)


                                         F-1
<PAGE>


                   HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                          CONSOLIDATED STATEMENTS OF INCOME
                                    (IN MILLIONS)
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------
                                       FOR THE YEAR ENDED DECEMBER 31,
                                  ----------------------------------------
                                       1995           1994           1993
                                      -------        -------        ------
<S>                                   <C>            <C>            <C>
REVENUES
    Premiums and other considerations  $1,487         $1,100         $747
    Net investment income               1,328          1,292        1,051
    Net realized (losses) gains           (11)             7           16
                                       ------         ------        -----
                       TOTAL REVENUES   2,804          2,399        1,814
                                       ------         ------        -----

BENEFITS, CLAIMS AND EXPENSES
    Benefits, claims and claim
     adjustment expenses                1,422          1,405        1,046
    Dividends to policyholders            675            419          227
    Amortization of deferred policy
     acquisition costs                    199            145          113
    Other insurance expense               317            227          210
                                       ------         ------        -----
  TOTAL BENEFITS, CLAIMS AND EXPENSES   2,613          2,196        1,596
                                       ------         ------        -----
                                      
INCOME BEFORE INCOME TAX EXPENSE          191            203          218

    Income tax expense                     62             65           75
                                       ------         ------        -----
NET INCOME                               $129           $138         $143
                                       ------         ------        -----
                                       ------         ------        -----

- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
</TABLE>
The accompanying Notes are an integral part of these Consolidated Financial
Statements.

                                         F-2

<PAGE>


                   HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                             CONSOLIDATED BALANCE SHEETS
                           (IN MILLIONS EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
                                                           AS OF DECEMBER 31,
                                                           ------------------
                                                           1995      1994
                                                           -------   --------
                        ASSETS
<S>                                                        <C>       <C>
Investments
    Fixed maturities
         available for sale, at market value
         (amortized cost of $14,440 and $14,464)           $14,400   $13,429
    Equity securities, at market value
         (cost of $61 and $76)                                  63        68
    Mortgage loans, at outstanding balance                     265       316
    Policy loans, at outstanding balance                     3,381     2,614
    Other investments, at cost                                 156       107
                                                           -------   -------
                                       TOTAL INVESTMENTS    18,265    16,534

Cash                                                            46        20
Premiums and amounts receivable                                165       160
Reinsurance recoverable                                      6,221     5,466
Accrued investment income                                      394       378
Deferred policy acquisition costs                            2,188     1,809
Deferred income tax                                            420       590
Other assets                                                   234        83
Separate account assets                                     36,264    22,809
                                                           -------   -------
                                            TOTAL ASSETS   $64,197   $47,849
                                                           -------   -------
                                                           -------   -------

                        LIABILITIES
Future policy benefits                                      $2,373    $1,890
Other policyholder funds                                    22,598    21,328
Other liabilities                                            1,233     1,000
Separate account liabilities                                36,264    22,809
                                                           -------   -------
                                       TOTAL LIABILITIES    62,468    47,027
                                                           -------   -------
Commitments and contingencies (Note 9)

                   STOCKHOLDER'S EQUITY
Common stock
    Authorized 1,000 shares, $5,690 par value
    Issued and outstanding 1,000 shares                          6         6
Additional paid-in capital                                   1,007       826
Retained earnings                                              773       644
Unrealized loss on investments, net of tax                     (57)     (654)
                                                           -------   -------
                              TOTAL STOCKHOLDER'S EQUITY     1,729       822
                                                           -------   -------
              TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY   $64,197   $47,849
                                                           -------   -------
                                                           -------   -------
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
</TABLE>
The accompanying Notes are an integral part of these Consolidated Financial
Statements.

                                         F-3

<PAGE>

                   HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY
                                    (IN MILLIONS)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
                                                                                               UNREALIZED LOSS       TOTAL
                                                        COMMON     ADDITIONAL      RETAINED   ON INVESTMENTS,    STOCKHOLDER'S
                                                        STOCK    PAID-IN-CAPITAL   EARNINGS     NET OF TAX          EQUITY
                                                        ------   ---------------   --------   ---------------    -------------
<S>                                                    <C>      <C>               <C>        <C>                <C>
BALANCE, DECEMBER 31, 1992                                  $6              $498       $373                $0             $877

 Net income                                                  -                 -        143                 -              143

 Capital contribution                                        -               180          -                 -              180

 Excess of assets over liabilities
 on reinsurance assumed from affiliate                       -                (2)         -                 -               (2)

 Change in unrealized loss on investments, net of tax        -                 -          -                (5)              (5)

                                                         ------   ---------------   --------   ---------------    -------------
BALANCE, DECEMBER 31, 1993                                   6               676        516                (5)           1,193
                                                         ------   ---------------   --------   ---------------    -------------


 Net income                                                  -                 -        138                 -              138

 Capital contribution                                        -               150          -                 -              150

 Dividend paid                                               -                 -        (10)                -              (10)

 Change in unrealized loss on investments, net of tax*       -                 -          -              (649)            (649)
                                                        ------   ---------------   --------   ---------------    -------------

BALANCE, DECEMBER 31, 1994                                   6               826        644              (654)             822
                                                        ------   ---------------   --------   ---------------    -------------

 Net income                                                  -                 -        129                 -              129

 Capital contribution                                        -               181          -                 -              181

 Change in unrealized loss on investments, net of tax        -                 -          -               597              597
                                                        ------   ---------------   --------   ---------------    -------------

BALANCE, DECEMBER 31, 1995                                  $6           $1,007       $773              ($57)           $1,729
                                                        ------   ---------------   --------   ---------------    -------------
                                                        ------   ---------------   --------   ---------------    -------------

- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(*) The 1994 change in unrealized loss on investments, net of tax, included an
unrealized gain of $91 due to adoption of SFAS No. 115 as discussed in Note 1(b)
of Notes to Consolidated Financial Statements.

The accompanying Notes are an integral part of these Consolidated Financial
Statements.

                                         F-4

<PAGE>

                   HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    (IN MILLIONS)
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------

                                                                                        FOR THE YEAR ENDED DECEMBER 31,
                                                                               ----------------------------------------------
                                                                                    1995            1994            1993
                                                                               -------------   --------------   -------------
<S>                                                                           <C>             <C>              <C>
OPERATING ACTIVITIES
 Net income                                                                             $129             $138            $143
 Adjustments to net income:
   Net realized (losses) gains                                                            11               (7)            (16)
   (Decrease) increase in liability to policyholders for realized gains                   (3)               5             (15)
   Net amortization of premium on fixed maturities                                        21               41               2
   Provision for deferred income taxes                                                  (172)            (128)           (121)
   Increase in deferred policy acquisition costs                                        (379)            (441)           (292)
   (Increase) decrease in premiums and amounts receivable                                (81)              10             (28)
   Increase in accrued investment income                                                 (16)            (106)             (4)
   (Increase) decrease in other assets                                                  (177)             101             (36)
   (Increase) decrease in reinsurance recoverable                                        (35)              75            (121)
   Increase in liability for future policy benefits                                      483              224             360
   Increase in other liabilities                                                         281              191             176
                                                                               -------------   --------------   -------------
                                     CASH PROVIDED BY OPERATING ACTIVITIES                62              103              48
                                                                               -------------   --------------   -------------

INVESTING ACTIVITIES
 Purchases of fixed maturities investments                                            (6,228)          (9,127)        (12,406)
 Proceeds from sales of fixed maturities investments                                   4,848            5,708           8,813
 Maturities and principal paydowns of fixed maturities investments                     1,741            1,931           2,596
 Net purchases of other investments                                                     (871)          (1,338)           (206)
 Net (purchases)/sales of short-term investments                                         (24)             135            (564)
                                                                               -------------   --------------   -------------
                                        CASH USED FOR INVESTING ACTIVITIES              (534)          (2,691)         (1,767)
                                                                               -------------   --------------   -------------

FINANCING ACTIVITIES
 Net receipts from investment and UL-type contracts credited to
   policyholder account balances                                                         498            2,467           1,513
 Capital contribution                                                                      0              150             180
 Dividends paid                                                                            0              (10)              0
                                                                               -------------   --------------   -------------
                                     CASH PROVIDED BY FINANCING ACTIVITIES               498            2,607           1,693
                                                                               -------------   --------------   -------------

NET INCREASE (DECREASE) IN CASH                                                           26               19             (26)

 Cash at beginning of year                                                                20                1              27
                                                                               -------------   --------------   -------------

CASH AT END OF YEAR                                                                      $46              $20              $1
                                                                               -------------   --------------   -------------
                                                                               -------------   --------------   -------------

- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>

The accompanying Notes are an integral part of these Consolidated Financial
Statements.

                                         F-5


<PAGE>


             HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      (DOLLAR AMOUNTS IN MILLIONS)



1.  SIGNIFICANT ACCOUNTING POLICIES

(A)  BASIS OF PRESENTATION
These consolidated financial statements include Hartford Life Insurance Company
and its wholly-owned subsidiaries ("Hartford Life" or the "Company"), ITT
Hartford Life and Annuity Insurance Company ("ILA") and ITT Hartford 
International Life Reassurance Corporation ("HLRe"), formerly American Skandia
Life Reinsurance Corporation.  Hartford Life is a wholly-owned subsidiary of
Hartford Life and Accident Insurance Company ("HLA").  Hartford Life is
ultimately owned by Hartford Fire Insurance Company ("Hartford Fire"), which is
ultimately owned by ITT Hartford Group, Inc. ("ITT Hartford"), formerly a
subsidiary of ITT Corporation ("ITT").  On December 19, 1995, ITT Corporation 
distributed all of the outstanding shares of ITT Hartford Group to ITT 
Corporation Shareholders of record in an action known herein as the 
"Distribution".  As a result of the Distribution, ITT Hartford became an 
independent publicly traded company.

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 and 
disclosure of contingent assets and liabilities at the date of the financial 
statements and the reported amounts of revenues and expenses during the 
reporting period. Actual results could differ from those estimates. The 
Company offers life, annuity, pension, and disability insurance products. 
These products are distributed and marketed by multiple distribution channels 
which include broker-dealers, agents and banks, as well as a captive sales 
force. Hartford Life conducts business primarily in the United States and is 
licensed to write business in all 50 states. The Company is headquartered in 
Simsbury, Connecticut and has 3,045 direct employees. 
 
The consolidated financial statements are prepared in conformity with generally
accepted accounting principles which differ in certain material respects from
the accounting practices prescribed or permitted by various insurance
regulatory authorities.

(B)  CHANGES IN ACCOUNTING PRINCIPLES
Effective January 1, 1994, Hartford Life adopted Statement of Financial
Accounting Standards ("SFAS") No. 115, "Accounting for Certain Investments in
Debt and Equity Securities".  The new standard requires, among other things,
that securities be classified as "held-to-maturity", "available-for-sale" or
"trading" based on Hartford Life's intentions with respect to the ultimate
disposition of the security and its ability to effect those intentions.  The
classification determines the appropriate accounting carrying value (cost basis
or fair value) and, in the case of fair value, whether the adjustment impacts
Stockholder's Equity directly or is reflected in the Consolidated Statements of
Income.  Investments in equity securities had previously been and continue to
be recorded at fair value with the corresponding impact included in
Stockholder's Equity.  Under SFAS No. 115,  Hartford Life's fixed maturities
are classified as "available-for-sale" and accordingly, these investments are
reflected at fair value with the corresponding impact included as a component
of Stockholder's Equity designated as "Unrealized loss on investments, net of
tax."  As with the underlying investment security, unrealized gains and losses
on derivative financial instruments are considered in determining the fair
value of the portfolios.  The impact of adoption was an increase to
Stockholder's Equity of $91.  Hartford Life's cash flows were not impacted by
this change in accounting principle.

(C)  REVENUE RECOGNITION
Revenues for universal life policies and investment products consist of policy
charges for the cost of insurance, policy administration and surrender charges
assessed to policy account balances.  Premiums for traditional life insurance
policies are recognized as revenues when they are due from policyholders. 
Deferred acquisition costs are amortized using the retrospective deposit method
for universal life and other types of contracts where the payment pattern is
irregular or surrender charges are a significant source of profit and the
prospective deposit method is used where investment margins are the primary
source of profit.

                                         F-6

<PAGE>

(D)  FUTURE POLICY BENEFITS AND OTHER POLICYHOLDER FUNDS
Liabilities for future policy benefits are computed by the net level premium
method using interest rate assumptions varying from 3% to 11% and withdrawal,
mortality and morbidity assumptions which vary by plan, year of issue and
policy durations and include a provision for adverse deviation.  Other
policyholder funds which represent liabilities for universal life insurance and
investment products reflect policy account balances before applicable surrender
charges.

(E)  POLICYHOLDER REALIZED GAINS AND LOSSES
Realized gains and losses on security transactions associated with Hartford
Life's immediate participation guaranteed  contracts are excluded from 
revenues, since under the terms of the contracts the realized gains and losses
will be credited to policyholders in future years as they are entitled to
receive them.

(F)  DEFERRED POLICY ACQUISITION COSTS
Policy acquisition costs, including commissions and certain underwriting
expenses associated with acquiring traditional life insurance products, are
deferred and amortized over the lesser of the estimated or actual contract
life.  For universal life insurance and investment products, acquisition costs
are being amortized generally in proportion to the present value of expected
gross profits from surrender charges, investment, mortality and expense
margins.

(G)  INVESTMENTS
Hartford Life's investments in fixed maturities include bonds, redeemable
preferred stock and commercial paper which are classified as "available-for-
sale" and accordingly are carried at market value with the after-tax difference
from cost reflected as a component of  Stockholder's Equity designated
"Unrealized loss on investments, net of tax". Equity securities, which include
common and non-redeemable preferred stocks, are carried at market value with
the after-tax difference from cost reflected in Stockholder's Equity.  Realized
investment gains and losses, after deducting life and pension policyholders'
share, are reported as a component of revenue and are determined on a specific
identification basis. 

(H)  DERIVATIVE FINANCIAL INSTRUMENTS
Hartford Life uses a variety of derivative financial instruments including,
swaps, caps, floors, options, forwards and exchange traded financial futures as
part of an overall risk management strategy.  These instruments, are used as a
means of hedging exposure to price, foreign currency and/or interest rate risk
on planned investment purchases or existing assets and liabilities. Hartford
Life does not hold or issue derivative financial instruments for trading
purposes. Hartford Life's accounting for derivative financial instruments used
to manage risk is in accordance with the concepts established in SFAS No. 80,
"Accounting for Futures Contracts," SFAS No. 52 , "Foreign Currency
Translation", American Institute of Certified Public Accountants Statement of 
Position 86-2, "Accounting for Options" and various Emerging Issues Task Force
pronouncements. Written options are in all cases used in conjunction with other
assets and derivatives as part of an overall risk management strategy. 
Derivative instruments are carried at values consistent with the asset or
liability being hedged.  Derivatives used to hedge fixed maturities or equities
are carried at fair value with the after-tax difference from cost reflected in
Stockholder's Equity.  Derivatives used to hedge other invested assets or
liabilities are carried at cost.

Derivatives, used as part of a risk management strategy, must be designated at
inception as a hedge and measured for effectiveness both at inception and on an
ongoing basis. Hartford Life's minimum correlation threshold for hedge
designation is 80%.  If correlation, which is assessed monthly and measured
based on a rolling three month average, falls below 80%, hedge accounting will
be terminated. Derivatives used to create a synthetic asset must meet synthetic
accounting criteria including designation at inception and consistency of terms
between the synthetic and the instrument being replicated.  Synthetic
instrument accounting, consistent with industry practice, provides that the
synthetic asset is accounted for like the financial instrument it is intended
to replicate.  Derivatives which fail to meet risk management criteria are
marked to market with the impact reflected in the Consolidated Statements
of Income.

Gains or losses on financial futures contracts entered into in anticipation 
of the future receipt of product cash flows are deferred and, at the time of 
the ultimate purchase, reflected as a basis adjustment to the purchased 
asset.  Gains or losses on futures used in invested asset risk management are 
deferred and adjusted into the basis of the hedged asset when the contract 
futures are closed, except for  futures used in duration hedging which are 
deferred and basis adjusted on a quarterly basis.  The basis adjustments are 
amortized into investment  income over the remaining asset life.

                                         F-7

<PAGE>

Open forward commitment contracts are marked to market through Stockholder's
Equity.  Such contracts are recorded at settlement by recording the purchase of
the specified securities at the previously committed price.  Gains or losses
resulting from the termination of the forward commitment contracts before the
delivery of the securities are recognized immediately in the Consolidated
Statements of Income as a component of net investment income.

The cost of options entered into as part of a risk management strategy are
basis adjusted to the underlying asset or liability and amortized over the
remaining life of the hedge. Gains or losses on expiration or termination are
adjusted into the basis of the underlying asset or liability and amortized over
the remaining asset life. 

Interest rate swaps involve the periodic exchange of payments without the
exchange of underlying principal or notional amounts.  Net receipts or payments
are accrued and  recognized over the life of the swap agreement as an
adjustment to income.  Should the swap be terminated, the gain or loss is
adjusted into the basis of the asset or liability and amortized over the
remaining life. Should the hedged asset be sold or liability terminated without
terminating the swap position, any swap gains or losses are immediately
recognized in earnings.  Interest rate swaps purchased  in anticipation of an
asset purchase ("anticipatory transaction") are recognized  consistent with the
underlying asset components such that the settlement component is recognized in
the Consolidated Statements of Income while the change in market value is
recognized as an unrealized gain or loss. 

Premiums paid on purchased floor or cap agreements and the premium received on
issued floor or cap  agreements (used for risk management), are adjusted into
the basis of the applicable asset and amortized over the asset life.  Gains or
losses on termination of such positions are adjusted into the basis of the
asset or liability and amortized over the remaining asset life.  Net payments
are recognized as an adjustment to income or basis adjusted and amortized
depending on the specific hedge strategy.

Forward exchange contracts and foreign currency swaps are accounted for in
accordance with SFAS No. 52.

(I)  RELATED PARTY TRANSACTIONS
Transactions of Hartford Life with its parent and affiliates relate principally
to tax settlements, insurance coverage, rental and service fees and payment of
dividends and capital contributions.  In addition, certain affiliated insurance
companies purchased group annuity contracts from Hartford Life to fund pension
costs and claim annuities to settle casualty claims.

On June 30, 1995, the assets of Lyndon Insurance Company ("Lyndon") were 
contributed to ILA.  As a result, ILA received approximately $365 in fixed 
maturities, equity securities and cash, $26 in receivables, $187 of current 
tax liability, $20 in deferred tax liability, and $3 of other liabilities.  
The excess of assets over liabilities of $181 were recorded as an increase to 
paid-in capital. 

Substantially all general insurance expenses related to Hartford Life,
including rent expenses, are initially paid by Hartford Fire.  Direct expenses
are allocated to Hartford Life using specific identification and indirect
expenses are allocated using other applicable methods.

The rent paid to Hartford Fire for the space occupied by Hartford Life was $3
in 1995, 1994, and 1993 respectively.  Hartford Life expects to pay rent of $3
in 1996, 1997, 1998, 1999, and 2000, respectively and $57 thereafter, over the
contract life of the lease.

(J) DIVIDEND TO POLICYHOLDERS 
Dividends to policyholders primarily represent those amounts paid to corporate
owned life insurance ("COLI") policyholders. These dividend liabilities, which
appear as other policyholder funds on the Consolidated Balance Sheets, are
recorded when approved by the board of directors.
 
See Note (4) for the related party coinsurance agreements.

                                         F-8

<PAGE>

2. INVESTMENTS
(a) COMPONENTS OF NET INVESTMENT INCOME

<TABLE>
<CAPTION>
                                                               YEAR ENDED DECEMBER 31,
                                                             --------------------------
<S>                                                          <C>      <C>       <C>
                                                              1995      1994      1993 
                                                             ------    ------    ------
Interest income                                              $1,338    $1,247    $1,007
Income from other investments                                     1        54        53
                                                             ------    ------    ------

                                    GROSS INVESTMENT INCOME   1,339     1,301     1,060

Less: Investment expenses                                        11         9         9
                                                             ------    ------    ------
                                      NET INVESTMENT INCOME  $1,328    $1,292    $1,051
                                                             ------    ------    ------
                                                             ------    ------    ------

(b) UNREALIZED GAINS/(LOSSES) ON EQUITY SECURITIES

                                                                 As of December 31,
                                                             --------------------------
                                                              1995      1994      1993 
                                                             ------    ------    ------
Gross unrealized gains                                           $4        $2        $3
Gross unrealized losses                                          (2)      (11)      (11)
Deferred income tax expenses/(benefit)                            1        (3)       (3)
                                                             ------    ------    ------
                    NET UNREALIZED GAINS (LOSSES) AFTER TAX       1        (6)       (5)
Balance at the beginning of the year                             (6)       (5)       (0)
                                                             ------    ------    ------
CHANGE IN NET UNREALIZED GAINS (LOSSES) ON EQUITY SECURITIES     $7       ($1)      ($5)
                                                             ------    ------    ------
                                                             ------    ------    ------

(c) UNREALIZED GAINS/(LOSSES) IN FIXED SECURITIES
                                                                 As of December 31,
                                                             --------------------------
                                                              1995      1994      1993 
                                                             ------    ------    ------
Gross unrealized gains                                         $529      $150      $538
Gross unrealized losses                                        (569)   (1,185)     (290)
Unrealized (losses)/gains credited to policyholder              (52)       37         0
Deferred income tax (benefit)/expense                           (34)     (350)       87
                                                             ------    ------    ------
                    NET UNREALIZED (LOSSES) GAINS AFTER TAX     (58)     (648)      161

Balance at the beginning of the year                           (648)      161       144
                                                             ------    ------    ------
                  CHANGE IN NET UNREALIZED GAINS(LOSES) 
                   ON FIXED MATURITIES                         $590     ($809)      $17
                                                             ------    ------    ------
                                                             ------    ------    ------

(d) COMPONENTS OF NET REALIZED GAINS/(LOSSES)
                                                              Year ended December 31,
                                                             --------------------------
                                                              1995      1994      1993 
                                                             ------    ------    ------
Fixed maturities                                                $23      ($34)     ($12)
Equity securities                                                (6)      (11)        0
Real estate and other                                           (25)       47        43
Less: (decrease)/increase in liability to policyholders
  for realized gains                                             (3)        5       (15)
                                                             ------    ------    ------
                                NET REALIZED (LOSSES) GAINS    ($11)       $7       $16
                                                             ------    ------    ------
                                                             ------    ------    ------
</TABLE>
 
                                         F-9

<PAGE>

(e) DERIVATIVE INVESTMENTS
A summary of investments, segregated by major category along with the types of
derivatives and their respective notional amounts, are as follows as of
December 31, 1995 :
 
<TABLE>
<CAPTION>
                                                           SUMMARY OF INVESTMENTS
                                                           AS OF DECEMBER 31, 1995
                                                              (CARRYING AMOUNT)

                                                                                                          
                                                         Caps, Floors & Options                         Foreign
                                  Carrying               -----------------------                        Currency
                                   Value   Non-Derivative Issued(b)  Purchased(c)  Futures(d)  Swaps(f)   Swaps
                                  --------  -----------  --------   -----------   ---------   --------   -------
<S>                               <C>          <C>          <C>            <C>          <C>     <C>        <C>
Asset-backed securities             $5,764       $5,752       ($1)          $30          $0       ($17)       $0
Inverse floaters(a)                    711          794       (30)           16           0        (69)        0
Anticipatory(e)                          0            0         0             0           0          0         0
                                  --------  -----------  --------   -----------   ---------   --------   -------
  TOTAL ASSET-BACKED SECURITIES      6,475        6,546       (31)           46           0        (86)        0

Other bonds and notes                7,118        7,165        (1)            0           0        (22)      (24)
Short-term investments                 807          807         0             0           0          0         0
                                  --------  -----------  --------   -----------   ---------   --------   -------
           TOTAL FIXED MATURITIES   14,400       14,518       (32)           46           0       (108)      (24)
Other investments                    3,865        3,865         0             0           0          0         0
                                  --------  -----------  --------   -----------   ---------   --------   -------
             TOTAL INVESTMENTS     $18,265      $18,383      ($32)          $46          $0      ($108)     ($24)
                                  --------  -----------  --------   -----------   ---------   --------   -------
                                  --------  -----------  --------   -----------   ---------   --------   -------
</TABLE>
<TABLE>
<CAPTION>
                                                           SUMMARY OF INVESTMENTS
                                                           AS OF DECEMBER 31, 1995
                                                              (NOTIONAL AMOUNT)
                                                         (EXCLUDING LIABILITY HEDGES)

                                                                                            
                                                  Caps, Floors & Options                   Foreign
                                   Notional       ----------------------                   Currency
                                    Amount  Issued(b) Purchased(c) Futures(d)   Swaps(f)    Swaps
                                  --------  ---------  ---------   ----------  ---------  ---------
<S>                              <C>       <C>        <C>         <C>         <C>        <C>
Asset-backed securities             $3,863       $118     $3,133         $322       $290         $0
Inverse floaters(a)                  1,601        560        354            6        681          0
Anticipatory(e)                        238          0          0          213         25          0
                                  --------  ---------  ---------   ----------  ---------  ---------
 TOTAL ASSET-BACKED SECURITIES       5,702        678      3,487          541        996          0

   Other bonds and notes             1,365         33         66          322        757        187
   Short-term  investments               0          0          0            0          0          0
                                  --------  ---------  ---------   ----------  ---------  ---------
        TOTAL FIXED MATURITIES       7,067        711      3,553          863      1,753        187
   Other investments                    18          0          0            0         18          0
                                  --------  ---------  ---------   ----------  ---------  ---------
             TOTAL INVESTMENTS      $7,085       $711     $3,553         $863     $1,771       $187
                                  --------  ---------  ---------   ----------  ---------  ---------
                                  --------  ---------  ---------   ----------  ---------  ---------
</TABLE>


(a) Inverse floaters are variations of CMO's for which the coupon rates
move inversely with an index rate (e.g. LIBOR).  The risk to principal is
considered negligible as the underlying collateral for the securities is
guaranteed or sponsored by government agencies.   To address the volatility
risk created by the coupon variability, Hartford Life uses a variety of
derivative instruments, primarily interest rate swaps and issued floors.

(b) Includes issued caps $475 with a weighted average strike rate of 8.5%
(ranging from 7.0% to 10.4%) and over 85% mature in 2000 through 2004.  Issued
floors totaled $236, have a weighted average strike rate of 8.1% (ranging 
from 5.3% to 10.9%) and mature through 2007 with 76% maturing by 2004.

(c) Comprised of purchased floors of $1.8 billion and purchased caps of $1.7
billion.  The floors have a weighted average strike price of 5.8% (ranging from
3.7% to 6.8%) and over 85% mature in 1997 through 1999.  The caps have a
weighted average strike price of 7.5% (ranging from 4.5% and 10.1%) and over
82% mature in 1997 through 1999.

(d) Over 95% of futures contracts expire before December 31, 1996.

(e) Deferred gains and losses on anticipatory transactions are included in the
carrying value of bond investments in the consolidated balance sheets.  At the
time of  the ultimate purchase, they are reflected as a basis adjustment to the
purchased asset.  At December 31, 1995, there were $5.3 in net deferred losses
for futures, interest rate swaps and purchased options.

(f) The following table summarizes the maturities by notional value of interest
rate swaps outstanding at December 31, 1995 and the related weighted average
interest pay rate or receive rate assuming current market conditions:

                                     F-10

<PAGE>
 


<TABLE>
<CAPTION>
 

                                                      MATURITY OF SWAPS ON INVESTMENTS
                                                           AS OF DECEMBER 31, 1995


                                                                                                                           LAST
                                                  1996      1997      1998      1999      2000     THEREAFTER     TOTAL  MATURITY
                                                  ----      ----      ----      ----      ----     ----------     -----  --------
<S>                                              <C>       <C>       <C>       <C>       <C>            <C>       <C>       <C>
INTEREST RATE SWAPS
 PAY FIXED/RECEIVE VARIABLE
   Notional Value                                  $15       $50        $0      $453       $31           $229      $778      2004
   Weighted Average Pay Rate                      5.0%      7.2%      0.0%      8.1%      7.1%           7.8%      7.8%          
   Weighted Average Receive Rate                  5.8%      5.9%      0.0%      5.8%      5.7%           5.9%      5.9%          

 PAY VARIABLE/RECEIVE FIXED
   Notional Value                                 $100       $68       $25       $25       $35           $190      $443      2007
   Weighted Average Pay Rate                      5.9%      8.6%      5.9%      0.0%      5.9%           5.4%      5.4%
   Weighted Average Receive Rate                  2.4%      7.9%      4.0%      0.0%      6.5%           6.9%      6.9%

 PAY VARIABLE/RECEIVE DIFFERENT VARIABLE
   Notional Value                                  $50       $18       $36       $12      $200           $234      $550      2004
   Weighted Average Pay Rate                      5.8%      0.0%      3.7%      3.5%      4.5%          16.3%      5.7%
   Weighted Average Receive Rate                  5.4%      0.0%      5.6%      5.2%      6.8%           5.9%      6.4%

TOTAL INTEREST RATE SWAPS                         $165      $136       $61      $490      $266           $653    $1,771      2007
 WEIGHTED AVERAGE PAY RATE                        5.8%      7.8%      4.6%      7.6%      5.0%           7.3%      6.9%
 WEIGHTED AVERAGE RECEIVE RATE                    3.6%      7.2%      4.9%      5.4%      6.6%           6.3%      5.8%


</TABLE>
(g) The following table reconciles the derivative notional amounts by derivative
type and by strategy:

<TABLE>
<CAPTION>

                                                          BY DERIVATIVE TYPE
                                   ----------------------------------------------------------------------
                                       12/31/94                      MATURITIES/              12/31/95
                                  NOTIONAL AMOUNT     ADDITIONS      TERMINATIONS        NOTIONAL AMOUNT
                                  ---------------     ---------      ------------        ---------------
<S>                                       <C>          <C>              <C>                      <C>
Caps                                       $1,861        $2,666            $2,343                 $2,184
Floors                                      2,131           237               188                  2,180
Swaps/Collars/Forwards/Options              4,374         1,355             2,163                  3,566
Futures                                       253         6,125             5,515                    863
                                  ---------------     ---------      ------------        ---------------
                           TOTAL           $8,619       $10,383           $10,209                 $8,793
                                  ---------------     ---------      ------------        ---------------
                                  ---------------     ---------      ------------        ---------------


                                                            BY STRATEGY
                                   ----------------------------------------------------------------------
                                         12/31/94                     MATURITIES/              12/31/95 
                                  NOTIONAL AMOUNT     ADDITIONS      TERMINATIONS        NOTIONAL AMOUNT
                                  ---------------    ----------      ------------        ---------------
Liability                                  $1,725          $729              $746                 $1,708
Anticipatory                                  626         1,564             1,952                    238
Asset                                       3,048         3,153             3,217                  2,984
Portfolio                                   3,220         4,937             4,294                  3,863
                                  ---------------    ----------      ------------         --------------
                       TOTAL               $8,619       $10,383           $10,209                 $8,793
                                  ---------------    ----------      ------------         --------------
                                  ---------------    ----------      ------------         --------------
</TABLE>

In addition to risk management through derivative financial instruments
pertaining to the investment portfolio, interest rate sensitivity related to
certain Company liabilities was altered primarily through interest rate swap
agreements. The notional

                                         F-11

<PAGE>

amount of the liability agreements in which Hartford Life generally pays one
variable rate in exchange for another, was $1.7 billion at December 31, 1995 and
1994 respectively.  The weighted average pay rate is 5.9%; the weighted average
receive rate is 6.0% , and these agreements mature at various times through
2001.

(F)  CONCENTRATION OF CREDIT RISK
Hartford Life has a reinsurance recoverable of $5.6 billion from Mutual Benefit
Life Assurance Corporation (Mutual Benefit).  The risk of Mutual Benefit
becoming insolvent is mitigated by the reinsurance agreement's requirement that
the assets be kept in a security trust with Hartford Life as sole beneficiary. 
Excluding investments in U.S. government and agencies, Hartford Life has no
other significant concentrations of credit risk.

Included in fixed maturity investments at December 31, 1995 were $39 of 
Orange County, California Pension Obligation Bonds, $17 of which were carried 
in the general account and $22 which were included in Hartford Life's 
guaranteed separate accounts. During 1995 all interest payments due were 
received.  While Orange County is currently operating under Protection of 
Chapter 9 of the Federal Bankruptcy Laws, Hartford Life believes the bonds 
are not impaired other than on a temporary basis.

(G)  FIXED MATURITIES
The schedule below details the amortized cost and fair values of Hartford Life's
fixed maturities by component, along with the gross unrealized gains and losses:

<TABLE>
<CAPTION>
 
                                                                      AS OF DECEMBER 31,1995
                                                       --------------------------------------------------
                                                                          GROSS UNREALIZED         
                                                       AMORTIZED       ---------------------      MARKET
                                                          COST          GAINS         LOSSES       VALUE
                                                       ----------      -------        ------       -----
<S>                                                     <C>             <C>          <C>          <C>
U.S. Government and government agencies and 
   authorities;
 Guaranteed and sponsored                                   $502           $4            ($9)        $497
 Guaranteed and sponsored-asset backed                     3,568          210           (387)       3,391

State, municipalities and political subdivisions             201            4             (3)         202
International governments                                    291           19             (4)         306
Public utilities                                             949           29             (2)         976
All other corporate-asset backed                           3,065           76            (55)       3,086
All other corporate                                        5,056          187           (109)       5,134
Short-term investments                                       808            0              0          808
                                                       ----------      -------          -----       -----
                                TOTAL INVESTMENTS        $14,440         $529          ($569)     $14,440
                                                       ----------      -------          -----       -----
                                                       ----------      -------          -----       -----


                                                                      AS OF DECEMBER 31,1994
                                                       --------------------------------------------------
                                                                          GROSS UNREALIZED         
                                                       AMORTIZED       ---------------------      MARKET
                                                          COST          GAINS         LOSSES       VALUE
                                                       ----------      -------        ------       -----
U.S. Government and government agencies 
   and authorities;
 Guaranteed and sponsored                                 $1,516           $1           ($87)      $1,430
 Guaranteed and sponsored-asset backed                     4,256           78           (571)       3,763

State, municipalities and political subdivisions             148            1            (12)         137
International governments                                    189            1            (14)         176
Public utilities                                             531            1            (32)         500
All other corporate-asset backed                           2,442           30           (121)       2,351
All other corporate                                        3,717           38           (297)       3,458
Short-term investments                                     1,665            0            (51)       1,614
                                                        ---------      -------       --------     -------
                                TOTAL INVESTMENTS        $14,464         $150        ($1,185)     $13,429
                                                        ---------      -------       --------     -------
                                                        ---------      -------       --------     -------
</TABLE>

                                         F-12

<PAGE>


The amortized cost and estimated fair value of fixed maturities at December 31,
1995, by maturity, are shown below.  Asset backed securities are distributed to
maturity year based on estimates of the rate of future prepayments of principal
over the remaining life of the securities.  Expected maturities differ from
contractual maturities reflecting the borrowers' rights to call or prepay their
obligations.

<TABLE>
<CAPTION>
                                                      AMORTIZED     MARKET
                                                         COST       VALUE
                                                     ----------   ---------
       <S>                                            <C>         <C>
       Due in one year or less                          $3,146      $3,133
       Due after one year through five years             6,373       6,316
       Due after five years through ten years            3,609       3,644
       Due after ten years                               1,312       1,307
                                                     ----------   ---------
                                             TOTAL     $14,440     $14,400
                                                     ----------   ---------
                                                     ----------   ---------
</TABLE>

Sales of  fixed maturities excluding short-term fixed maturities for the years
ended December 31, 1995, 1994, and 1993 resulted in proceeds of $4,848,  $5,708,
and $8,813, respectively, resulting in gross realized gains of $91, $71, and
$192, respectively, and gross realized losses of $72, $100, and $219,
respectively, not including policyholder gains and losses.  Sales of equity
securities and other investments for the years ended December 31, 1995, 1994,
and 1993 resulted in proceeds of $64, $159, and $127, respectively, resulting in
gross realized gains of $28, $3, and $0, respectively, and gross realized losses
of $59, $14, $0,  respectively, not including policyholder gains and losses.

(H)  FAIR VALUE OF FINANCIAL INSTRUMENTS

<TABLE>
<CAPTION>
                               AS OF DECEMBER 31, 1995  AS OF DECEMBER 31, 1994
                               -----------------------  -----------------------
                                        CARRYING    FAIR    CARRYING    FAIR
                                         AMOUNT    VALUE     AMOUNT    VALUE
                                        --------  --------  --------  --------
<S>                                     <C>       <C>       <C>       <C>
ASSETS
 Fixed maturities                        $14,400   $14,400   $13,429   $13,429
 Equity securities                            63        63        68        68
 Policy loans                              3,381     3,381     2,614     2,614
 Mortgage loans                              265       265       316       316
 Investments in partnerships and trusts       94        97        36        42
 Miscellaneous                                62        62        67        67

LIABILITIES
 Other policy claims and benefits        $12,727   $12,767   $13,001   $12,374
</TABLE>


The following methods and assumptions were used to estimate the fair value of
each class of financial instrument: fair value for fixed maturities and equity
securities approximate those quotations published by applicable stock exchanges
or are received from other reliable sources; policy and mortgage loan carrying
amounts approximate fair value; investments in partnerships and trusts are based
on external market valuations from partnership and trust management; and other
policy claims and benefits payable are determined by estimating future cash
flows discounted at the current market rate.

3.  INCOME TAX
Hartford Life is included in ITT Hartford Group's consolidated U.S. Federal 
income tax return and remits to (receives from) ITT Hartford Group, Inc. a 
current income tax provision (benefit) computed in accordance with the tax 
sharing arrangements between its insurance subsidiaries.  The effective tax 
rate was 32% in 1995 and 1994, and approximates the U.S. statutory tax rate 
of 35% in 1993.

                                         F-13

<PAGE>

The provision for income taxes was as follows:

<TABLE>
<CAPTION>
                                          FOR THE YEARS ENDED DECEMBER 31,
                                         ---------------------------------
                                            1995      1994      1993
                                          -------   -------   -------
<S>                                        <C>       <C>       <C>
INCOME TAX EXPENSES
  Current                                    $211      $185      $190
  Deferred                                   (149)     (120)     (115)
                                          -------   -------   -------
                                   TOTAL      $62       $65       $75
                                          -------   -------   -------
                                          -------   -------   -------

INCOME TAX PROVISION
  Tax provision at U.S. statutory rate        $67       $71       $76
  Tax-exempt income                            (3)       (3)        0
  Foreign tax credit                           (4)       (1)        0
  Other                                         2        (2)       (1)
                                          -------   -------   -------
               PROVISION FOR INCOME TAX       $62       $65       $75
                                          -------   -------   -------
                                          -------   -------   -------
</TABLE>

Income taxes paid  were $162, $244, and $301 in 1995, 1994, and 1993
respectively.  The current taxes due from Hartford Fire were $8 and $46 in 1995
and 1994, respectively.

Deferred tax assets(liabilities) include the following:

<TABLE>
<CAPTION>
                                                           DECEMBER 31,
                                                      --------------------
                                                        1995        1994
                                                      ---------   ---------
       <S>                                              <C>        <C>
       Tax deferred acquisition costs                    $410        $284
       Book deferred acquisition costs and reserves       138        (134)
       Employee benefits                                    8           7
       Unrealized net loss on investments                  32         353
       Investments and other                             (168)         80
                                                      ---------   ---------
                            TOTAL DEFERRED TAX ASSET     $420        $590
                                                      ---------   ---------
                                                      ---------   ---------
</TABLE>



Prior to the Tax Reform Act of 1984, the Life Insurance Company Income Tax Act
of 1959 permitted the deferral from taxation of a portion of statutory income
under certain circumstances.  In these situations, the deferred income was
accumulated in a "Policyholders' Surplus Account" and will be taxable in the
future only under conditions which management considers to be remote; therefore,
no Federal income taxes have been provided on this deferred income.  The balance
for tax return purposes of the Policyholders' Surplus Account as of December 31,
1995 was $37.

4.  REINSURANCE
Hartford Life cedes insurance to non-affiliated insurers in order to limit its
maximum loss.  Such transfer does not relieve Hartford Life of its primary
liability.  Hartford Life also assumes insurance from other  insurers.  Group
life and accident and health insurance  business is substantially reinsured to
affiliated companies.

Life insurance net retained premiums were comprised of the following:

<TABLE>
<CAPTION>
                                             YEAR ENDED DECEMBER 31,
                                          ---------------------------
                                            1995      1994      1993
                                          -------   -------   -------
 <S>                                      <C>       <C>       <C>
  Gross premiums                           $1,545    $1,316    $1,135
  Insurance assumed                           591       299        93
  Insurance ceded                             649       515       481
                                          -------   -------   -------
                   NET RETAINED PREMIUMS   $1,487    $1,100      $747
                                          -------   -------   -------
                                          -------   -------   -------
</TABLE>

                                         F-14

<PAGE>

Life reinsurance recoveries, which reduced death and other benefits, for the
years ended December 31, 1995, 1994 and 1993 approximated $220, $164, and $149,
respectively.

In December 1994, Hartford Life assumed from a third party approximately $500 
of corporate owned life insurance reserves on a coinsurance basis. In 
December 1995, this block of business was reinsured to HLRe utilizing 
modified coinsurance, with the assets and policy liabilities placed in a 
separate account. In October 1994, HLRe recaptured approximately $500 of 
corporate owned life insurance from a third party reinsurer.  Subsequent to 
this transaction, Hartford Life and HLRe restructured their coinsurance 
agreement from coinsurance to modified coinsurance, with the assets and 
policy liabilities placed in the separate account. These transactions did not 
have a material impact on consolidated net income.

Also in December 1994, ILA ceded to a third party $1.0 billion in individual
fixed and variable annuities on a modified coinsurance basis. In December 1995,
Hartford Life ceded approximately $1.2 billion in individual variable annuities
on a modified coinsurance basis to a third party. These transactions did not
have a material impact on consolidated net income.

In May 1994, Hartford Life assumed the life insurance policies and the 
individual annuities of Pacific Standard with reserves and account values of 
approximately $400.  Hartford Life received cash and investment grade assets  
to support the life insurance and individual annuity contract obligations 
assumed.

In November 1993, ILA acquired, through an assumption reinsurance 
transaction, substantially all of the individual fixed and variable annuity 
business of HLA. As a result of this transaction, the assets and liabilities 
of Hartford Life increased approximately $1 billion.  The excess of 
liabilities assumed over assets received, of $2, was recorded as a decrease 
to capital surplus. The remaining $41 in assets and liabilities were 
transferred in October 1995.  The impact on consolidated net income was not 
significant.

In August 1993, Hartford Life received assets of $300 for assuming the group 
COLI contract obligations of Mutual Benefit Life Insurance Company, through 
an assumption reinsurance transaction.  Under the terms of the agreement, 
Hartford Life coinsured back 75% of the liabilities to Mutual Benefit Life 
Insurance Company.  All assets supporting Mutual Benefit's reinsurance 
liability to Hartford Life are placed in a "security trust", with Hartford 
Life as the sole beneficiary.  The impact on 1993 consolidated net income was 
not significant.

5.  PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS
Hartford Life's employees are included in Hartford Fire's noncontributory
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.  Hartford Life'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 and the maximum amount that can be
deducted for Federal income tax purposes. Generally, pension costs are funded
through the purchase of Hartford Life's group pension contracts. The cost to
Hartford Life was approximately $2, $2, and $3 in 1995, 1994 and 1993,
respectively.

Hartford Life provides certain health care and life insurance benefits for
eligible retired employees. A substantial portion of Hartford Life's employees
may become eligible for these benefits upon retirement. Hartford Life's
contribution for health care benefits will depend on the retiree's date of
retirement and years of service. In addition, the plan has a defined dollar cap
which limits average company contributions.  Hartford Life 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 by
Hartford Fire were immaterial for 1995, 1994, and 1993 respectively.

The assumed rate of future increases in the per capita cost of health care (the
health care trend rate) was 10.1% for 1995, decreasing ratably to 6.0% in the
year 2001.  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 the covered employees.

                                         F-15

<PAGE>


6.   BUSINESS SEGMENT INFORMATION

<TABLE>
<CAPTION>
                                       YEAR ENDED DECEMBER 31
                                     --------------------------
                                      1995      1994      1993
                                     ------    ------    ------
<S>                                 <C>       <C>       <C>
REVENUES
    Individual Life and Annuity        $797      $691      $595
    Asset Management Services           734       789       794
    Specialty Insurance Operations    1,273       919       425
                                     ------    ------    ------
                   TOTAL REVENUES    $2,804    $2,399    $1,814
                                     ------    -------   ------
                                     ------    -------   ------

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

                                       YEAR ENDED DECEMBER 31
                                       ------------------------
                                       1995      1994      1993
                                     ------     -------   -----
INCOME BEFORE INCOME  TAX EXPENSE
    Individual Life and Annuity        $236      $139      $129
    Asset Management Services           (79)       38        71
    Specialty Insurance Operations       34        26        18
                                     ------    ------    ------
        TOTAL INCOME BEFORE INCOME
          TAX EXPENSE                  $191      $203      $218
                                     ------    ------    ------
                                     ------    ------    ------

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

                                      YEAR ENDED DECEMBER 31
                                    ---------------------------
                                     1995      1994      1993
                                    -------   -------   -------
IDENTIFIABLE ASSETS
    Individual Life and Annuity     $36,741   $26,668   $19,147
    Asset Management Services        13,962    13,334    12,416
    Specialty Insurance Operations   13,494     7,847     6,723
                                    -------   -------   -------
        TOTAL IDENTIFIABLE ASSETS   $64,197   $47,849   $38,286
                                    -------   -------   -------
                                    -------   -------   -------
</TABLE>

7.  STATUTORY NET INCOME AND SURPLUS
  Substantially all of the statutory surplus is permanently reinvested or is
  subject to dividend restrictions relating to various state regulations which
  limit the payment of dividends without prior approval.  Statutory net income 
  and surplus as of December 31 were:
<TABLE>
<CAPTION>
                                         1995      1994      1993
                                       --------- --------  --------
<S>                                   <C>       <C>       <C>
    Statutory net income                    $112      $58       $63
    Statutory surplus                     $1,125     $941      $812
</TABLE>

8.  SEPARATE ACCOUNTS
  Hartford Life maintains separate account assets and liabilities totaling $36.3
  billion and $22.8 billion at December 31, 1995 and 1994, respectively which 
  are reported at fair value.  Separate account assets are segregated from other
  investments and investment income and gains and losses accrue directly to the
  policyholder.  Separate accounts reflect two categories of risk assumption: 
  non-guaranteed separate accounts totaling $25.9 billion and $14.8 billion at
  December 31, 1995 and 1994, respectively, wherein the policyholder assumes the
  investment risk, and guaranteed separate account assets totaling $10.4 billion
  and $8.0 billion at December 31, 1995 and 1994, respectively, wherein Hartford
  Life contractually guarantees either a minimum return or account value to the
  policyholder.  Included in the non-guaranteed category are policy loans 
  totaling $1.7 billion and $0.5 billion at December 31, 1995 and 1994, 
  respectively. Investment income (including investment gains and losses) and 
  interest credited to policyholders on separate account assets are not 
  reflected in the Consolidated Statements of Income.  Separate account 
  management fees, net of minimum guarantees, were $387, $256, and $189, in 
  1995, 1994, and 1993, respectively.

                                         F-16

<PAGE>


  The guaranteed separate accounts include modified guaranteed individual 
  annuity, and modified guaranteed life insurance.  The average credit interest 
  rate on these contracts is 6.62%.  The assets that support these liabilities 
  were comprised of $10.4 billion in bonds at December 31, 1995.  The portfolios
  are segregated from other investments and are managed so as to minimize 
  liquidity and interest rate risk.  In order to minimize the risk of 
  disintermediation associated with early withdrawals, individual annuity and 
  modified guaranteed life insurance contracts carry a graded surrender charge 
  as well as a market value adjustment.  Additional investment risk is hedged 
  using a variety of derivatives which totaled $133 million in carrying value 
  and $2.7 billion in notional amounts at December 31, 1995. 

9.  COMMITMENTS AND CONTINGENCIES
  In August 1994, Hartford Life renewed a two year note purchase facility
  agreement which in certain instances obligates Hartford Life to purchase up to
  $100 million in collateralized notes from a third party.  Hartford Life is
  receiving fees for this commitment.  At December 31, 1995, Hartford Life had 
  not purchased any notes under this agreement.

  Under insurance guaranty fund laws in most states, insurers doing business
  therein can be assessed up to prescribed limits for policyholder losses 
  incurred by insolvent companies.  The amount of any future assessments on 
  Hartford Life under these laws cannot be reasonably estimated.  Most of these 
  laws do provide, however, that an assessment may be excused or deferred if it 
  would threaten an insurer's own financial strength.  Additionally, guaranty 
  fund assessments are used to reduce state premium taxes paid by the Company in
  certain states.  Hartford Life paid guaranty fund assessments of approximately
  $10, $8 and $6 in 1995, 1994, and 1993, respectively.

  Hartford Life is involved in various legal actions, some of which involve 
  claims for substantial amounts. In the opinion of management the ultimate 
  liability with respect to such lawsuits, as well as other contingencies, is 
  not considered material in relation to the consolidated financial position of 
  Hartford Life.

                                         F-17
<PAGE>

10. SUBSEQUENT EVENTS

  Prior to 1996, Closed Book GRC was reported as a component of the Asset 
  Management Services Division of the Life segment. The majority of products 
  included in Closed Book GRC are guaranteed investment contracts with 
  guaranteed fixed or indexed rates for a specific period. In 1996, Closed Book
  GRC is reported as a component of Runoff Operations and had no new or 
  renewal business as of the end of 1995.  Closed Book GRC results have been 
  negatively affected by lower investment rates and earnings on mortgage backed 
  securities due to prepayments experienced in excess of assumed levels in 
  years prior to 1995. Closed Book GRC was also affected by the interest rate 
  rise in 1994 when the duration of its assets lengthened relative to that of 
  the liabilities. Due to the reduced investment earnings and duration 
  mismatch, the portfolio had insufficient assets to fund fully its liability 
  commitments. During the third quarter of 1996, the Life segment transferred 
  assets in the amount of $200 million (unaudited) to the Runoff segment to 
  adequately fund Closed Book GRC so that future cash infusions would be 
  minimal.

  Although the Closed Book GRC asset portfolio as a whole is duration matched 
  with its liabilities, certain investments continue to have a longer maturity 
  than their corresponding liabilities and will need to be liquidated prior to 
  maturity in order to meet the specific liability commitments. To protect the 
  existing value of these investments, Hartford Life entered into various hedge 
  transactions in late September 1996 which substantially eliminated further 
  fluctuation in fair value of the investments due to interest rate changes.

  ITT Hartford's accounting policy is to record an other than temporary 
  impairment charge on a security if it is determined that the Company is 
  unable to recover all amounts due under the contractual obligations of the 
  security. In addition, ITT Hartford has established specific criteria to be 
  used in the impairment evaluation of an individual portfolio of assets. 
  Specifically, if the asset portfolio is supporting a runoff operation, is 
  forced to be liquidated prior to maturity to meet liability commitments, and 
  has a fair value below amortized cost, which will not materially fluctuate 
  as a result of future interest rate changes, then an other temporary 
  impairment has been determined to have occurred. Once an impairment charge 
  has been recorded, ITT Hartford continues to review the impaired securities 
  for appropriate valuation.

  With the initiation of the hedge transactions, which eliminated the 
  possibility that the fair value of the Closed Book GRC investments would 
  recover to their current amortized cost, an other than temporary impairment 
  loss of $82 million after tax was determined to have occurred and was 
  recorded in September 1996. Also, during the third quarter of 1996, Closed 
  Book GRC had asset sales resulting in proceeds of $515 million and a realized 
  loss of $55 million after tax. The asset sales were the result of current 
  liquidity needs in addition to taking advantage of favorable market 
  conditions for certain securities. Other charges of $32 million (unaudited) 
  after tax were also incurred in the third quarter.

  During 1995, Closed Book GRC incurred a $68 million after tax loss from 
  operations. In addition, prior to the above actions the level of the 1995 
  loss was expected by management to decline by 10% to 25% in 1996 and 1997 
  with the losses having run off in their entirety by the year 2000. As a 
  result of the above actions, management expects that the comparable 1996 
  after tax loss will be in the range of $51 to $55 million, while after tax 
  losses in 1997 and 1998 will be reduced to the range of $10 to $20 million 
  per year. Losses from Closed Book GRC in years subsequent to 1998 are 
  expected to be minimal.


<PAGE>


                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
   SCHEDULE I - SUMMARY OF INVESTMENTS (OTHER THAN INVESTMENTS IN AFFILIATES)
                             AS OF DECEMBER 31, 1995
                                  (IN MILLIONS)
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------

                                                                                   FAIR          REPORTED ON
                                                                 COST              VALUE         BALANCE SHEET
                                                              --------------    -------------  -----------------
<S>                                                          <C>               <C>            <C>
FIXED MATURITIES
  Bonds
   U.S. Government and government agencies and authorities
    Guaranteed and sponsored                                           $502           $497           $497
    Guaranteed and sponsored - asset backed                           3,568          3,391         $3,391

   States, municipalities and political subdivisions                    201            202           $202
   International governments                                            291            306           $306
   Public utilities                                                     949            976           $976
   All other corporate                                                5,056          5,134         $5,134
   All other corporate - asset backed                                 3,065          3,086         $3,086
   Short-term investments                                               808            808           $808
                                                                 ----------      ---------      ---------
                                   TOTAL FIXED MATURITIES           $14,440        $14,400        $14,400


EQUITY SECURITIES
  Common stocks - industrial, miscellaneous and all other                61             63             63

                    TOTAL FIXED MATURITIES AND EQUITY SECURITIES    $14,501        $14,463        $14,463

POLICY LOANS                                                          3,381          3,381          3,381
MORTGAGE LOANS                                                          265            265            265
OTHER INVESTMENTS                                                       156            159            156
                                                                  ---------       --------        -------
                                   TOTAL INVESTMENTS                $18,303        $18,268        $18,265
                                                                  ---------       --------        -------
                                                                  ---------       --------        -------
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
Fair value for stocks and bonds approximate those quotations published by
applicable stock exchanges or are received from other reliable sources.  The
fair value for short-term investments approximates cost.

Policy and mortgage loans carrying amounts approximate fair value.

                                     S-1

<PAGE>

                   HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                   SCHEDULE III - SUPPLEMENTAL INSURANCE INFORMATION
                                    (in millions)
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                              Amort. of
                             Deferred    Future      Other      Premiums and       Net      Benefits, Claims   Deferred     Other
                              Policy     Policy   Policyholder      Other       Investment    and Claim Adj.    Policy    Insurance
                            Acq. Costs  Benefits     Funds      Considerations    Income         Expenses     Acq. Costs   Expenses
                            ----------  --------  ------------  --------------  ----------  ----------------  ----------  ---------
                                   As of December 31, 1995                          Year ended December 31, 1995
<S>                         <C>         <C>       <C>           <C>             <C>         <C>               <C>         <C>

Individual Life and Annuity     $2,088      $706        $4,371            $514        $283              $277        $176       $108
Asset Management Services           87     1,169         8,942              51         683               722          23         68
Specialty Insurance
 Operations                         13       498         9,285             922         351               423           0        816
                            ----------  --------  ------------  --------------  ----------  ----------------  ----------  ---------
                     TOTAL      $2,188    $2,373       $22,598          $1,487      $1,317            $1,422        $199       $992
                            ----------  --------  ------------  --------------  ----------  ----------------  ----------  ---------
                            ----------  --------  ------------  --------------  ----------  ----------------  ----------  ---------

                                   As of December 31, 1994                          Year ended December 31, 1994

Individual Life and
 Annuity                        $1,708      $582        $4,257            $492        $199              $334        $137        $80
Asset Management Services          101       845        10,160              39         750               695           8         48
Specialty Insurance
 Operations                          0       463         6,911             569         350               376           0        518
                            ----------  --------  ------------  --------------  ----------  ----------------  ----------  ---------
                     TOTAL      $1,809    $1,890       $21,328          $1,100      $1,299            $1,405        $145       $646
                            ----------  --------  ------------  --------------  ----------  ----------------  ----------  ---------
                            ----------  --------  ------------  --------------  ----------  ----------------  ----------  ---------

                                   As of December 31, 1993                          Year ended December 31, 1993

Individual life and Annuity     $1,237      $428        $3,535            $423        $172              $249         $97       $120
Asset Management Services           97       703         9,026              35         759               662          16         45
Specialty Insurance
 Operations                          0       528         5,673             289         136               135           0        272
                            ----------  --------  ------------  --------------  ----------  ----------------  ----------  ---------
                     TOTAL      $1,334    $1,659       $18,234            $747      $1,067            $1,046        $113       $437
                            ----------  --------  ------------  --------------  ----------  ----------------  ----------  ---------
                            ----------  --------  ------------  --------------  ----------  ----------------  ----------  ---------

- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Investment income is allocated to the reportable division based on each 
division's share of investable funds or on a direct basis, where applicable,
including realized capital gains and losses.

Benefits, claims and claims adjustment expenses include the increase in
liability for future policy benefits and death, disability and other contract
benefits payments.

Other insurance expenses are allocated to the division based upon specific
identification, where possible.

                                         S-2

<PAGE>

                   HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                              SCHEDULE IV - REINSURANCE
                                    (in Millions)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
                                                                                                   Percentage of 
                                        Gross       Ceded to          Assumed from        Net      Amount Assumed
                                       Amount    Other Companies     Other Companies     Amount     to Net Amount
                                      --------  -----------------   -----------------   --------  ----------------
<S>                                  <C>               <C>                   <C>       <C>                 <C>
YEAR ENDED DECEMBER 31, 1995

LIFE INSURANCE IN FORCE               $182,716           $112,774             $26,996    $96,938             27.8%

PREMIUMS AND OTHER CONSIDERATIONS
 Individual Life and Annuity              $549               $163                $122       $508             24.0%
 Asset Management Services                  51                  0                   0         51              0.0%
 Specialty Insurance Operations            632                162                 452        922             49.0%
                                           313                324                  17          6            283.3%
                                      --------  -----------------   -----------------   --------
                               TOTAL    $1,545               $649                $591     $1,487             39.7%
                                      --------  -----------------   -----------------   --------
                                      --------  -----------------   -----------------   --------

YEAR ENDED DECEMBER 31, 1994

LIFE INSURANCE IN FORCE               $136,929            $87,553             $35,016    $84,392             41.5%

PREMIUMS AND OTHER CONSIDERATIONS
 Individual Life and Annuity              $448                $71                $106       $483             21.9%
 Asset Management Services                  39                  0                   0         39              0.0%
 Specialty Insurance Operations            521                140                 188        569             33.0%
 Accident and Health                       308                304                   5          9             55.6%
                                      --------  -----------------   -----------------   --------
                               TOTAL    $1,316               $515                $299     $1,100             27.2%
                                      --------  -----------------   -----------------   --------
                                      --------  -----------------   -----------------   --------

YEAR ENDED DECEMBER 31, 1993

LIFE INSURANCE IN FORCE                $93,099            $71,415             $27,067    $48,751             55.5%

PREMIUMS AND OTHER CONSIDERATIONS
 Individual Life and Annuity              $417                $85                 $91       $423             21.5%
 Asset Management Services                  25                  0                   0         25              0.0%
 Specialty Insurance Operations            386                 97                   0        289              0.0%
 Accident and Health                       307                299                   2         10             20.0%
                                      --------  -----------------   -----------------   --------
                               TOTAL    $1,135               $481                 $93       $747             12.4%
                                      --------  -----------------   -----------------   --------
                                      --------  -----------------   -----------------   --------
 

</TABLE>

                                         S-3

<PAGE>

                                    PART II

                       CONTENTS OF REGISTRATION STATEMENT


This Registration Statement comprises the following papers and documents:

The facing sheet.

The prospectus consisting of ___ pages.

The undertaking to file reports.

The Rule 484 undertaking.

The signatures.

(1)  The following exhibits included herewith correspond to those required by
     paragraph A of the instructions for exhibits to Form N-8B-2.

     (A1)   Resolution of Board of Directors of the Company is incorporated by
            reference to the Initial Submission, to the Registration Statement
            File No. 333-00245 dated January 17, 1996.

     (A2)   Not Applicable.

     (A3a)  Principal Underwriting Agreement is incorporated herein.

     (A3b)  Form of Selling Agreement is incorporated herein.

     (A3c)  Not applicable.

     (A4)   Not applicable.

     (A5)   Forms of Modified Single Premium Variable Life Insurance Policy and
            Last Survivor Modified Single Premium Variable Life Insurance Policy
            is incorporated by reference as stated above.

     (A6a)  Certificate of Incorporation of Hartford Life Insurance Company is
            incorporated by reference as stated above.

     (A6b)  Bylaws of Hartford Life Insurance Company is incorporated by
            reference as stated above.

     (A7)   Not Applicable.

<PAGE>

     (A8)   Not Applicable.

     (A9)   Not Applicable.

     (A10)  Form of Application for Modified Single Premium Variable Life
            Insurance Policies and Last Survivor Modified Single Premium
            Variable Life Insurance Policy is incorporated by reference as
            stated above.

     (A11)  Memorandum describing transfer and redemption procedures is
            incorporated by reference as stated above.



(2)  Opinion and consent of Scott Richardson, Assistant Counsel is incorporated
     by reference as stated above.

(3)  No financial statement will be omitted from the Prospectus pursuant to
     Instruction 1 (b) or (c) of Part I.

(4)  Not applicable.

(5)  Opinion and consent of Michael Winterfield, FSA, MAAA is incorporated by
     reference as stated above.

(6)  Consent of Arthur Andersen LLP Independent Public Accountants is 
     incorporated herein.

(7)  Opinion and consent of Counsel is incorporated by reference as stated
     above.

(8)  Opinion and consent of Actuary is incorporated by reference as stated
     above.

(9)  Power of Attorney is incorporated by reference as stated above.

<PAGE>
   
             REPRESENTATION OF REASONABLENESS OF FEES
    

   
The undersigned Registrant hereby represents that the aggregate fees and 
charges under the Policy are reasonable in relation to the services rendered, 
the expenses expected to be incurred, and the risks assumed by Hartford Life.
    

UNDERTAKING TO FILE REPORTS

Subject to the terms and conditions of Section 15(d) of the Securities 
Exchange Act of 1934, the undersigned registrant hereby undertakes to file 
with the Securities and Exchange Commission such supplementary and periodic 
information, documents, and reports as may be prescribed by any rule or 
regulation of the Commission heretofore or hereafter duly adopted pursuant 
to authority conferred in that section.

UNDERTAKING ON INDEMNIFICATION

Article VIII of the By Laws of Hartford Life Insurance Company, a Connecticut 
corporation, provides for indemnification of its officers, directors and 
employees to the extent consistent with statutory requirements.

Connecticut General Laws Section 33-320a provides for indemnification of 
officers, directors and employees of a corporation as follows:

  b) Except as otherwise provided in this section, a corporation shall 
     indemnify any person made a party to any proceeding, other than an 
     action by or in the right of the corporation, by reason of the fact that 
     he, or the person whose legal representative he is, is or was a 
     shareholder, director, officer, employee or agent of the corporation, or 
     an eligible outside party, against judgments, fines, penalties, amounts 
     paid in settlement and reasonable expenses actually incurred by him, and 
     the person whose legal representative he is, in connection with such 
     proceeding.  The corporation shall not so indemnify any such person 
     unless (1) such person, and the person whose legal representative he is, 
     was successful on the merits in the defense of any proceeding referred 
     to in this subsection, or(2) it shall be concluded as provided in 
     subsection (d) of this section that such person, and the person whose 
     legal representative he is, acted in good faith and in a manner he 
     reasonably believed to be in the best interests of the corporation or, 
     in the case of a person serving as a fiduciary of an employee benefit 
     plan or trust, either in the best interest of the corporation or in the 
     best interest of the participants and beneficiaries of such employee 
     benefit plan or trust and consistent with the provisions of such 
     employee benefit plan or trust and, with respect to any criminal action 
     or proceeding, that he had no reasonable cause to believe his conduct 
     was unlawful, or (3) the court, on application as provided in subsection 
     (e) of this section, shall have determined that in view of all the 
     circumstances such person is fairly and reasonably entitled to be 
     indemnified, and then for such amount as the court shall determine; 
     except that, in connection with an alleged claim based upon his purchase 
     or sale of securities of the corporation or of another enterprise, which 
     he serves or served at the request of the corporation, the corporation 
     shall only indemnify such person after the court shall have determined, 
     on application as provided in subsection (e) of this section, that in 
     view of all the circumstances such person is fairly and reasonably 
     entitled to be indemnified, and then for such amount as the court shall 
     determine. The termination of any proceeding by judgment, order, 
     settlement, conviction or upon a plea of nolo contendere or its 
     equivalent shall not, of itself, create a presumption that the person 
     did not act in good faith or in a manner which he did not reasonably 
     believe to be in the

<PAGE>

     best interests of the corporation or of the participants and 
     beneficiaries of such employee benefit plan or trust and consistent with 
     the provisions of such employee benefit plan or trust, or, with respect 
     to any criminal action or proceeding, that he had reasonable cause to 
     believe that his conduct was unlawful.

(c)  Except as otherwise provided in this section, a corporation shall  
     indemnify any person made a party to any proceeding, by or in the right 
     of the corporation, to procure a judgment in its favor by reason of the 
     fact that he, or the person whose legal representative he is, is or was 
     a shareholder, director, officer, employee or agent of the corporation, 
     or an eligible outside party, against reasonable expenses actually 
     incurred by him in connection with such proceeding in relation to 
     matters as to which such person, or the person whose legal 
     representative he is, is finally adjudged not to have breached his duty 
     to the corporation, or where the court, on application as provided in 
     subsection (e) of this section, shall have determined that in view of 
     all the circumstances such person is fairly and reasonably entitled to 
     be indemnified, and then for such amount as the court shall determine.  
     The corporation shall not so indemnify any such person for amounts paid 
     to the corporation, to a plaintiff or to counsel for a plaintiff in 
     settling or otherwise disposing of a proceeding, with or without court 
     approval; or for expenses incurred in defending a proceeding which is 
     settled or otherwise disposed of without court approval.

(d)  The conclusion provided for in subsection (b) of this section may be 
     reached by any one of the following:  (1)  The board of directors of the 
     corporation by a consent in writing signed by a majority of those 
     directors who were not parties to such proceeding; (2)independent legal 
     counsel selected by a consent in writing signed by a majority of those 
     directors who were not parties to such proceeding; (3) in the case of 
     any employee or agent who is not an officer or director of the 
     corporation, the corporation's general counsel; or (4) the shareholders 
     of the corporation by the affirmative vote of at least a majority of the 
     voting power of shares not owned by parties to such proceeding, 
     represented at an annual or special meeting of shareholders, duly called 
     with notice of such purpose stated.  Such person shall also be entitled 
     to apply to a court for such conclusion, upon application as provided in 
     subsection (e), even though the conclusion reached by any of the 
     foregoing shall have been adverse to him or to the person whose legal 
     representative he is.

(e)  Where an application for indemnification or for a conclusion as provided 
     in this section is made to a court, it shall be made to the court in 
     which the proceeding is pending or to the superior court for the 
     judicial district where the principal office of the corporation is 
     located.  The application shall be made in such manner and form as may 
     be required by the applicable rules of the court or, in the absence 
     thereof, by direction of the court.  The court may also direct the 
     notice be given in such manner as it may require at the expense of the 
     corporation to the shareholders of the corporation and to such other 
     persons as the court may designate.  In the case of an application to a 
     court in which a proceeding is pending in which the person seeking 
     indemnification is a party by reason of the fact that he, or the person 
     whose legal representative he is, is or was serving at the request of 
     the corporation as a director, partner, trustee, officer, employee or 
     agent of another

<PAGE>

     enterprise, or as a fiduciary of an employee benefit plan or trust 
     maintained for the benefit of employees of any other enterprise, timely 
     notice of such application shall be given by such person to the 
     corporation.

(f)  Expenses which may be indemnifiable under this section incurred in 
     defending a proceeding may be paid by the corporation in advance of the 
     final disposition of such proceeding as authorized by the board of 
     directors upon agreement by or on behalf of the shareholder, director, 
     officer, employee, agent or eligible outside party, or his legal 
     representative, to repay such amount if he is later found not entitled 
     to be indemnified by the corporation as authorized in this section.

(g)  A corporation shall not indemnify any shareholder, director, officer, 
     employee, agent or eligible outside party, other than a shareholder, 
     director, officer, employee, agent or eligible outside party who is or 
     was serving at the request of the corporation as a director,officer, 
     partner, trustee, employee or agent of another enterprise, against 
     judgments, fines,penalties, amounts paid in settlement and expenses to 
     an extent either greater or less than that authorized in this section.  
     No provision made a part of the certificate or incorporation, the 
     bylaws, a resolution or shareholders or directors, an agreement, or 
     otherwise on or after October 1, 1982, shall be valid unless consistent 
     with this section. Notwithstanding the foregoing, the corporation may 
     procure insurance providing greater indemnification and may share the 
     premium cost with any shareholder, director, officer, employee, agent or 
     eligible outside party on such basis as may be agreed upon.  The rights 
     and remedies provided in this section shall be exclusive.

The registrant hereby undertakes that insofar as indemnification for 
liability arising under the Securities Act of 1933 (the "Act") may be 
permitted to directors, officers and controlling persons of the registrant,  
pursuant to the foregoing provisions, 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 financ adjudication of such issue.

<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment 
Company Act of1940, the Registrant certifies that it meets all of the 
requirements pursuant to Rule 485(b) under the Securities Act of 1933 for 
effectiveness of this Registration Statement and duly caused this 
Registration Statement to be signed by the following persons in the 
capacities and on the dates indicated.

                         HARTFORD LIFE INSURANCE COMPANY -
                         SEPARATE ACCOUNT FIVE (Registrant)

                         By: /s/ Gregory A. Boyko
                             -----------------------------------------------
                             Gregory A. Boyko, Vice President and Controller

                         HARTFORD LIFE INSURANCE COMPANY (Depositor)

                         By: /s/ Gregory A. Boyko
                             ------------------------------------------------
                             Gregory A. Boyko, Vice President and Controller


Pursuant to the requirements of the Securities Act of 1933, this Registration 
Statement has been signed by the following persons and in the capacities and 
on the dates indicated.

Donald R. Frahm, Chairman and
  Chief Executive Officer, Director *
Bruce D. Gardner, Vice President,
  Director *                            *By:  /s/ Lynda Godkin
Joseph H. Gareau, Executive Vice             --------------------------
  President and Chief Investment              Lynda Godkin
  Officer, Director *                         Attorney-in-Fact
John P. Ginnetti, Executive Vice
  President, Director *
Thomas M. Marra, Executive Vice         Dated:   October 11, 1996
  President, Director *                       -------------------------
Leonard E. Odell, Jr., Senior
  Vice President, Director *
Lowndes A. Smith, President,
  Chief Operating Officer,
  Director *
Raymond P. Welnicki, Senior Vice
  President, Director *
Lizabeth H. Zlatkus, Vice President
  Director *



<PAGE>

                         PRINCIPAL UNDERWRITER AGREEMENT

THIS AGREEMENT, dated as of the June 26, 1995, made by and between HARTFORD 
LIFE INSURANCE COMPANY ("HLIC" or the "Sponsor"), a corporation organized and 
existing under the laws of the State of Connecticut, and HARTFORD SECURITIES 
DISTRIBUTION COMPANY, INC. ("HSD"), a corporation organized and existing 
under the laws of the State of Connecticut,

                                  WITNESSETH:

WHEREAS, the Board of Directors of HLIC has made provision for the 
establishment of a separate account within HLIC in accordance with the laws 
of the State of Connecticut, which separate account was organized and is 
established and registered as a unit investment trust type investment company 
with the Securities and Exchange Commission under the Investment Company Act 
of 1940 ("1940 Act"), as amended, and which is designated Hartford Life 
Insurance Company Separate Account Five (referred to as the "UIT"); and

WHEREAS, HSD offers to the public a certain Modified Single Premium Variable 
Life Insurance Policy (the "Policy") issued by HLIC with respect to the UIT 
units of  interest thereunder which are registered under the Securities Act 
of 1933 ("1933 Act"), as amended; and

WHEREAS, HSD has previously agreed to act as distributor in connection with 
offers and sales of the Policy under the terms and conditions set forth in 
this Principal Underwriter Agreement.

NOW THEREFORE, in consideration of the mutual agreements made herein, HLIC 
and HSD agree as follows:

                                       I.

                                  HSD'S DUTIES

1.  HSD, as successor principal underwriter to Hartford Equity Sales Company, 
    Inc. for the Policy, will use its best efforts to effect offers and sales 
    of the Policy through broker-dealers that are members of the National 
    Association of Securities Dealers, Inc.and whose registered 
    representatives are duly licensed as insurance agents of HLIC.  HSD is 
    responsible for compliance with all applicable requirements of the 1933 
    Act, as amended, the Securities Exchange Act of 1934 ("1934 Act"), as 
    amended, and the 1940 Act, as amended, and the rules and regulations 
    relating to the sales and distribution of the Policy, the need for which 
    arises out of its duties as principal underwriter of said Policy and 
    relating to the creation of the UIT.

<PAGE>

2.  HSD agrees that it will not use any prospectus, sales literature, or any 
    other printed matter or material or offer for sale or sell the Policy if 
    any of the foregoing in any way represent the duties, obligations, or 
    liabilities of HLIC as being greater than, or different from, such 
    duties, obligations and liabilities as are set forth in this Agreement, 
    as it may be amended from time to time.

3.  HSD agrees that it will utilize the then currently effective prospectus 
    relating to the UIT's Policies in connection with its selling efforts.

    As to the other types of sales materials, HSD agrees that it will use only 
    sales materials which conform to the requirements of federal and state 
    insurance laws and regulations and which have been filed, where necessary, 
    with the appropriate regulatory authorities.

4.  HSD agrees that it or its duly designated agent shall maintain records of 
    the name and address of, and the securities issued by the UIT and held 
    by, every holder of any security issued pursuant to this Agreement, as 
    required by the Section 26(a)(4) of the 1940 Act, as amended.

5.  HSD's services pursuant to this Agreement shall not be deemed to be 
    exclusive, and it may render similar services and act as an underwriter, 
    distributor, or dealer for other investment companies in the offering of 
    their shares.

6.  In the absence of willful misfeasance, bad faith, gross negligence, or 
    reckless disregard of its obligations and duties hereunder on the part of 
    HSD, HSD shall not be subject to liability under a Policy for any act or 
    omission in the course, or connected with, rendering services hereunder.

                                      II.

1.  The UIT reserves the right at any time to suspend or limit the public 
    offering of the Policies upon 30 days' written notice to HSD, except 
    where the notice period may be shortened because of legal action taken by 
    any regulatory agency.

2.  The UIT agrees to advise HSD immediately:

    (a)  Of any request by the Securities and Exchange Commission for amendment
         of its 1933 Act registration statement or for additional information;

    (b)  Of the issuance by the Securities and Exchange Commission of any stop
         order suspending the effectiveness of the 1933 Act registration
         statement relating to units of interest issued with respect to the UIT
         or of the initiation of any proceedings for that purpose;


<PAGE>

    (c)  Of the happening of any material event, if known, which makes untrue
         any statement in said 1933 Act registration statement or which requires
         a change therein in order to make any statement therein not misleading.

    HLIC will furnish to HSD such information with respect to the UIT and the 
    Policies in such form and signed by such of its officers and directors 
    and HSD may reasonably request and will warrant that the statements 
    therein contained when so signed will be true and correct.  HLIC will 
    also furnish, from time to time, such additional information regarding 
    the UIT's financial condition as HSD may reasonably request.

                                      III.

                                  COMPENSATION

In accordance with an Expense Reimbursement Agreement between HLIC and HSD, 
HSD is obligated to reimburse HSD for all operating expenses associated with 
the services provided on behalf of the UIT under this Principal Underwriter 
Agreement.  No additional compensation is payable in excess of that required 
under the Expense Reimbursement Agreement.

                                      IV.

                RESIGNATION AND REMOVAL OF PRINCIPAL UNDERWRITER

HSD may resign as a Principal Underwriter hereunder, upon 120 days' prior 
written notice to HLIC.  However, such resignation shall not become effective 
until either the UIT has been completed liquidated and the proceeds of the 
liquidation distributed through HLIC to the Policyowners or a successor 
Principal Underwriter has been designated and has accepted its duties.

                                       V.

                                 MISCELLANEOUS

1.  This Agreement may not be assigned by any of the parties hereto without 
    the written consent of the other party.

2.  All notices and other communications provided for hereunder shall be in 
    writing and shall be delivered by hand or mailed first class, postage 
    prepaid, addressed as follows:

    (a) If to HLIC - Hartford Life Insurance Company,  P.O. Box 2999, 
        Hartford, Connecticut 06104.

    (b) If to HSD - Hartford Securities Distribution Company, Inc., P.O. Box
        2999, Hartford, Connecticut 06104.


<PAGE>

    or to such other address as HSD or HLIC shall designate by written notice
    to the other.

3.  This Agreement may be executed in any number of counterparts, each of 
    which shall be deemed an original and all of which shall be deemed one 
    instrument, and an executed copy of this Agreement and all amendments 
    hereto shall be kept on file by the Sponsor and shall be open to 
    inspection any time during the business hours of the Sponsor.

4.  This Agreement shall inure to the benefit of and be binding upon the 
    successor of the parties hereto.

5.  This Agreement shall be construed and governed by and according to the 
    laws of the State of Connecticut.

6.  This Agreement may be amended from time to time by the mutual agreement 
    and consent of the parties hereto.


7.  (a) This Agreement shall become effective June 26, 1995 and shall continue
        in effect for a period of two years from that date and, unless sooner 
        terminated in accordance with 7(b) below, shall continue in effect from
        year to year thereafter provided that its continuance is specifically
        approved at least annually by a majority of the members of the Board of
        Directors of HLIC.

    (b) This Agreement (1) may be terminated at any time, without the payment
        of any penalty, either by a vote of a majority of the members of the
        Board of Directors of HLIC on 60 days' prior written notice to HSD;
        (2) shall immediately terminate in the event of its assignment and
        (3) may be terminated by HSD on 60 days' prior written notice to HLIC,
        but such termination will not be effective until HLIC shall have an
        agreement with one or more persons to act as successor principal
        underwriter of the Policies.  HSD hereby agrees that it will continue
        to act as successor principal underwriter until its successor or
        successors assume such undertaking.


<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly 
executed and their respective corporate seals to be hereunto affixed and 
attested, all as of the day and year first above written.

(Seal)                                      HARTFORD LIFE INSURANCE COMPANY


                                             BY: /s/ Thomas M. Marra
                                                 ---------------------------
                                                     Thomas M. Marra
                                                  Senior Vice President

Attest:                                      HARTFORD SECURITIES DISTRIBUTION
                                             COMPANY, INC.



/s/ Lynda Godkin                             BY: /s/ George Jay
- --------------------------                       ---------------------------
Lynda Godkin                                         George Jay
Secretary                                            Controller



<PAGE>

                             BROKER-DEALER SALES AND
                              SUPERVISION AGREEMENT

This Broker-Dealer Sales and Supervision Agreement ("Agreement")
dated ____________________ is made by and between Hartford Life Insurance
Company and ITT Hartford Life and Annuity Insurance Company (referred to
collectively as "Companies"), Hartford Securities Distribution Company, Inc.
("Distributor"), a broker-dealer registered with the Securities and Exchange
Commission ("SEC") under the Securities and Exchange Act of 1934 ("1934 Act")
and a member of the National Association of Securities Dealers, Inc. ("NASD")
and __________________________________, who is also a broker-dealer registered
with the SEC under the 1934 Act and a member of the NASD ("Broker-Dealer"), and
any and all undersigned insurance agency affiliates ("Affiliates") of Broker-
Dealer.

WHEREAS, Companies offer certain variable life insurance policies and variable
and modified guaranteed annuity contracts which are deemed to be securities
under the Securities Act of 1933 (the "Registered Products"); and

WHEREAS, Companies wish to appoint the Broker-Dealer and Affiliates as agents of
the Companies for the solicitation and procurement of applications for
Registered Products; and

WHEREAS, Distributor is the principal underwriter of the Registered Products;
and

WHEREAS, Distributor anticipates having registered representatives who are
associated with Broker-Dealer ("Registered Representatives"), who are NASD
registered and are duly licensed under applicable state insurance law and
appointed as life insurance agents of Companies solicit and sell the Registered
Products; and

WHEREAS, Distributor acknowledges that the Broker-Dealer will provide certain
supervisory and administrative services to Registered Representatives who are
associated with the Broker-Dealer in connection with the solicitation, service
and sale of the Registered Products; and

WHEREAS, Broker-Dealer agrees to provide the aforementioned supervisory services
to its Registered Representatives who have been appointed by the Companies to
sell the Registered Products.

NOW THEREFORE, in consideration of the mutual covenants contained in this
Agreement, the parties agree to the following:


  I. APPOINTMENT OF THE BROKER-DEALER

     The Companies hereby appoint Broker-Dealer as an agent of the Companies for
     the solicitation and procurement of applications for the Registered
     Products offered by the Companies, as outlined in Exhibit A attached
     herein, in all states in which the Companies are authorized to do business
     and in which Broker-Dealer or any Affiliates are properly licensed.
     Distributor hereby authorizes Broker-Dealer under the securities laws to
     supervise Registered Representatives in connection with the solicitation,
     service and sale of the Registered Products.

 II. AUTHORITY OF THE BROKER-DEALER

<PAGE>

     Broker-Dealer has the authority to represent Distributor and Companies only
     to the extent expressly granted in this Agreement.  Broker-Dealer and any
     Registered Representatives shall not hold themselves out to be employees of
     Companies or Distributor in any dealings with the public.  Broker-Dealer
     and any Registered Representatives shall be independent contractors as to
     Distributor or Companies.  Nothing contained herein is intended to create a
     relationship of employer and employee between Broker-Dealer and Distributor
     or Companies or between Registered Representatives and Distributor or
     Companies.

III. BROKER-DEALER REPRESENTATION

     Broker-Dealer represents that it is a registered broker-dealer under the
     1934 Act, a member in good standing of the NASD, and is registered as a
     broker-dealer under state law to the extent necessary to perform the duties
     described in this Agreement.  Broker-Dealer represents that its Registered
     Representatives, who will be soliciting applications for the Registered
     Products, will be duly registered representatives associated with Broker-
     Dealer and that they will be representatives in good standing with
     accreditation as required by the NASD to sell the Registered Products.
     Broker-Dealer agrees to abide by all rules and regulations of the NASD,
     including its Rules of Fair Practice, and to comply with all applicable
     state and federal laws and the rules and regulations of authorized
     regulatory agencies affecting the sale of the Registered Products.

 IV. BROKER-DEALER OBLIGATIONS

   (a)     TRAINING AND SUPERVISION
           Broker-Dealer has full responsibility for the training and
           supervision of all Registered Representatives associated with
           Broker-Dealer and any other persons who are engaged directly or
           indirectly in the offer or sale of the Registered Products.  Broker-
           Dealer shall, during the term of this Agreement, establish and
           implement reasonable procedures for periodic inspection and
           supervision of sales practices of its Registered Representatives.

           If a Registered Representative ceases to be a Registered
           Representative of Broker-Dealer, is disqualified for continued
           registration or has their registration suspended by the NASD or
           otherwise fails to meet the rules and standards imposed by Broker-
           Dealer, Broker-Dealer shall immediately notify such Registered
           Representative that he or she is no longer authorized to solicit
           applications, on behalf of the Companies, for the sale of Registered
           Products.  Broker-Dealer shall immediately notify Distributor of
           such termination or suspension.

   (b)     SOLICITATION
           Broker-Dealer agrees to supervise its Registered Representatives so
           that they will only solicit applications in states where the
           Registered Products are approved for sale in accordance with
           applicable state and federal laws.  Broker-Dealer shall be notified
           by Companies or Distributor of the availability of the Registered
           Products in each state.

   (c)     NO CHURNING
           Broker-Dealer and any Registered Representatives shall not make any
           misrepresentation or incomplete comparison of products for the
           purpose of inducing a policyholder to lapse, forfeit or surrender
           its insurance in favor of purchasing a Registered Product.

   (d)     PROSPECTUS DELIVERY AND SUITABILITY REQUIREMENTS
           Broker-Dealer shall ensure that its Registered Representatives
           comply with the prospectus delivery requirements under the
           Securities Act of 1933.  In addition, Broker-Dealer shall ensure
           that its Registered Representatives shall not make recommendations
           to an applicant to purchase a Registered Product in the absence of
           reasonable grounds to believe that the


                                        2
<PAGE>


           purchase is suitable for such applicant, as outlined in the
           suitability requirements of the 1934 Act and the NASD Rules of Fair
           Practice.  Broker-Dealer shall  ensure that each application
           obtained by its Registered Representatives shall bear evidence of
           approval by one of its principals indicating that the application
           has been reviewed for suitability.


   (e)     PROMOTIONAL MATERIAL
           Broker-Dealer and its Registered Representatives are not authorized
           to provide any information or make any representation in connection
           with this Agreement or the solicitation of the Registered Products
           other than those contained in the prospectus or other promotional
           material produced or authorized by Companies or Distributor.

           Broker-Dealer agrees that if it develops any promotional material
           for sales, training, explanatory or other purposes in connection
           with the solicitation of applications for Registered Products,
           including generic advertising and/or training materials which may be
           used in connection with the sale of Registered Products, it will
           obtain the prior written consent of Distributor, and where
           appropriate, approval of Companies, such approval not to be
           unreasonably withheld.

   (f)     RECORD KEEPING
           Broker-Dealer is responsible for maintaining the records of its
           Registered Representatives.  Broker-Dealer shall maintain such other
           records as are required of it by applicable laws and regulations.
           The books, accounts and records maintained by Broker-Dealer that
           relate to the sale of the Registered Products, or dealings with the
           Companies, Distributor and/or Broker-Dealer shall be maintained so
           as to clearly and accurately disclose the nature and details of each
           transaction.

           Broker-Dealer acknowledges that all the records maintained by
           Broker-Dealer relating to the solicitation, service or sale of the
           Registered Products subject to this Agreement, including but not
           limited to applications, authorization cards, complaint files and
           suitability reviews, shall be available to Companies and Distributor
           upon request during normal business hours.  Companies and
           Distributor may retain copies of any such records which Companies
           and Distributor, in their discretion, deems necessary or desirable
           to keep.

   (g)     REFUND OF COMPENSATION
           Broker-Dealer agrees to repay Companies the total amount of any
           compensation which may have been paid to it within thirty (30)
           business days of notice of the request for such refund should
           Companies for any reason return any premium on a Registered Product
           which was solicited by a Registered Representative of Broker-Dealer.


   (h)     PREMIUM COLLECTION
           Broker-Dealer only has the authority to collect initial premiums
           unless specifically set forth in the applicable commission schedule.
           Unless previously authorized by Distributor, neither Broker-Dealer
           nor any of its Registered Representatives shall have any right to
           withhold or deduct any part of any premium it shall receive for
           purposes of payment of commission or otherwise.



V. COMPANIES AND/OR DISTRIBUTOR OBLIGATIONS

   (a)     PROSPECTUS/PROMOTIONAL MATERIAL
           Companies and/or Distributor will provide Broker-Dealer with
           reasonable quantities of the currently effective prospectus for the
           Registered Products and appropriate sales promotional


                                        3
<PAGE>


           material which has been filed with the NASD, and applicable state
           insurance departments.

   (b)     COMPENSATION
           Distributor will pay Broker-Dealer as full compensation for all
           services rendered by Broker-Dealer under this Agreement, commissions
           and/or service fees in the amounts, in the manner and for the period
           of time as set forth in the Commission Schedules attached to this
           Agreement or subsequently made a part hereof, and which are in
           effect at the time such Registered Products are sold.  The manner of
           commission payments (I.E. fronted or trail) is not subject to change
           after the effective date of a contract for which the compensation is
           payable.

           Distributor or Companies may change the Commission Schedules
           attached to this Agreement at any time.  Such change shall become
           effective only when Distributor or Companies provide the Broker-
           Dealer with written notice of the change.  No such change shall
           affect any contracts issued upon applications received by Companies
           at Companies' Home Office prior to the effective date of such
           change.

           Distributor agrees to identify to Broker-Dealer for each such
           payment, the name of the Registered Representative of Broker-Dealer
           who solicited each contract covered by the payment.  Distributor
           will not compensate Broker-Dealer for any Registered Product which
           is tendered for redemption after acceptance of the application.  Any
           chargebacks will be assessed against the Broker-Dealer of record at
           the time of the redemption.

           Distributor will only compensate Broker-Dealer or Affiliates, as
           outlined below, for those applications accepted by Companies, and
           only after receipt by Companies at Companies' Home Office or at such
           other location as Companies may designate from time to time for its
           various lines of business, of the required premium and compliance by
           Broker-Dealer with any outstanding contract and prospectus delivery
           requirements.

           In the event that this Agreement terminates for fraudulent
           activities or due to a material breach by the Broker-Dealer,
           Distributor will only pay to Broker-Dealer or Affiliate commissions
           or other compensation earned prior to discovery of events requiring
           termination. No further commissions or other compensation shall
           thereafter be payable.

   (c)     COMPENSATION PAYABLE TO AFFILIATES
           If Broker-Dealer is unable to comply with state licensing
           requirements because of a legal impediment which prohibits a non-
           domiciliary corporation from becoming a licensed insurance agency or
           prohibits non-resident ownership of a licensed insurance agency,
           Distributor agrees to pay compensation to Broker-Dealer's
           contractually affiliated insurance agency, a wholly-owned life
           agency affiliate of Broker-Dealer, or a Registered Representative or
           principal of Broker-Dealer who is properly state licensed.  As
           appropriate, any reference in this Agreement to Broker-Dealer shall
           apply equally to such Affiliate. Distributor agrees to pay
           compensation to an Affiliate subject to Affiliates agreement to
           comply with the requirements of Exhibit B, attached hereto.


 VI.   TERMINATION

   (a)     This Agreement may be terminated by any party by giving thirty (30)
           days' notice in writing to the other party.

   (b)     Such notice of termination shall be mailed to the last known address
           of Broker-Dealer appearing on Companies' records, or in the event of
           termination by Broker-Dealer, to the Home Office of Companies at
           P.O. Box 2999, Hartford, Connecticut 06104-2999.


                                        4
<PAGE>


   (c)     Such notice shall be an effective notice of termination of this
           Agreement as of the time the notice is deposited in the United
           States mail or the time of actual receipt of such notice if
           delivered by means other than mail.

   (d)     This Agreement shall automatically terminate without notice upon the
           occurrence of any of the events set forth below:

       (1) Upon the bankruptcy or dissolution of Broker-Dealer.

       (2) When and if Broker-Dealer commits fraud or gross negligence in the
           performance of any duties imposed upon Broker-Dealer by this
           Agreement or wrongfully withholds or misappropriates, for Broker-
           Dealer's own use, funds of Companies, its policyholders or
           applicants.

       (3) When and if Broker-Dealer materially breaches this Agreement or
           materially violates state insurance or Federal securities laws and
           administrative regulations of a state in which Broker-Dealer
           transacts business.

       (4) When and if Broker-Dealer fails to obtain renewal of a necessary
           license in any jurisdiction, but only as to that jurisdiction.

   (e)     The parties agree that on termination of this Agreement, any
           outstanding indebtedness to Companies shall become immediately due
           and payable.

VII.   GENERAL PROVISIONS

   (a)     COMPLAINTS AND INVESTIGATIONS
           Broker-Dealer shall cooperate with Distributor and Companies in the
           investigation and settlement of all complaints or claims against
           Broker-Dealer and/or Distributor or Companies relating to the
           solicitation or sale of the Registered Products under this
           Agreement.  Broker-Dealer, Distributor and Companies each shall
           promptly forward to the other any complaint, notice of claim or
           other relevant information which may come into either one's
           possession.  Broker-Dealer, Distributor and Companies agree to
           cooperate fully in any investigation or proceeding in order to
           ascertain whether Broker-Dealer's, Distributor's or Companies'
           procedures with respect to solicitation or servicing is consistent
           with any applicable law or regulation.

           In the event any legal process or notice is served on Broker-Dealer
           in a suit or proceeding against Distributor or Companies, Broker-
           Dealer shall forward forthwith such process or notice to Companies
           at its Home Office in Hartford, Connecticut, by certified mail.


   (b)     WAIVER
           The failure of Distributor or Companies to enforce any provisions of
           this Agreement shall not constitute a waiver of any such provision.
           The past waiver of a provision by Distributor or Companies shall not
           constitute a course of conduct or a waiver in the future of that
           same provision.

   (c)     INDEMNIFICATION
           Broker-Dealer shall indemnify and hold Distributor and Companies
           harmless from any liability, loss or expense sustained by Companies
           or the Distributor (including reasonable attorney fees) on account
           of any acts or omissions by Broker-Dealer or persons employed or
           appointed by Broker-Dealer, except to the extent Companies' or
           Distributor's acts or omissions caused such


                                        5
<PAGE>


           liability Indemnification by Broker-Dealer is subject to the
           conditions that Distributor or Companies promptly notify Broker-
           Dealer of any claim or suit made against Distributor or Companies,
           and that Distributor or Companies allow Broker-Dealer to make such
           investigation, settlement, or defense thereof as Broker-Dealer deems
           prudent. Broker-Dealer expressly authorizes Companies to charge
           against all compensation due or to become due to Broker-Dealer under
           this Agreement any monies paid or liabilities incurred by Companies
           under this Indemnification provision.

           Distributor and Companies shall indemnify and hold Broker-Dealer
           harmless from any liability, loss or expense sustained by the
           Broker-Dealer (including reasonable attorney fees) on account of any
           acts or omissions by Distributor or Companies, except to the extent
           Broker-Dealer's acts or omissions caused such liability.

           Indemnification by Distributor or Companies is subject to the
           condition that Broker-Dealer promptly notify Distributor or
           Companies of any claim or suit made against Broker-Dealer, and that
           Broker-Dealer allow Distributor or Companies to make such
           investigation, settlement, or defense thereof as Distributor or
           Companies deems prudent.

   (d)     ASSIGNMENT
           No assignment of this Agreement, or commissions payable hereunder,
           shall be valid unless authorized in writing by Distributor.  Every
           assignment shall be subject to any indebtedness and obligation of
           Broker-Dealer that may be due or become due to Companies and any
           applicable state insurance regulations pertaining to such
           assignments.

   (e)     OFFSET
           Companies may at any time deduct, from any monies due under this
           Agreement, every indebtedness or obligation of Broker-Dealer to
           Companies or to any of its affiliates.

   (f)     CONFIDENTIALITY
           Companies, Distributor and Broker-Dealer agree that all facts or
           information received by any party related to a contract owner shall
           remain confidential, unless such facts or information is required to
           be disclosed by any regulatory authority or court of competent
           jurisdiction.

   (g)     PRIOR AGREEMENTS
           This Agreement terminates all previous agreements, if any, between
           Companies, Distributor and Broker-Dealer.  However, the execution of
           this Agreement shall not affect any obligations which have already
           accrued under any prior agreement.

   (h)     CHOICE OF LAW
           This Agreement shall be governed by and construed in accordance with
           the laws of the State of Connecticut.

By executing this Broker-Dealer Sales and Supervision Agreement Specifications
Page, Broker-Dealer acknowledges that it has read this Agreement in its entirety
and is in agreement with the terms and conditions outlining the rights of
Distributor, Companies and Broker-Dealer and Affiliates under this Agreement.

IN WITNESS WHEREOF, the undersigned parties have executed this Agreement to be
effective as set forth above, upon the later of the execution date below or
approval of Distributor's registration by all appropriate state securities
commissions.


                                        6
<PAGE>


BROKER-DEALER                 HARTFORD SECURITIES DISTRIBUTION
                              COMPANY INC.

By:                           By:


Title:                        Title:


Date:                         Date:


AFFILIATE (IF APPLICABLE)     HARTFORD LIFE INSURANCE COMPANY

By:                           By:


Title:                        Title:


Date:                         Date:


                              ITT HARTFORD LIFE AND ANNUITY
                              INSURANCE COMPANY

                              By:


                              Title:


                              Date:


                                        7
<PAGE>


                                    EXHIBIT B

In accordance with Section V.(c) of the Broker-Dealer-Dealer Sales and
Supervision Agreement, no compensation is payable unless Broker-Dealer and
Registered Representative have first complied with all applicable state
insurance laws, rules and regulations.  Distributor must ensure that any Broker-
Dealer with whom Distributor intends to enter into an Agreement and any
Registered Representatives meet the licensing and registration requirements of
the state(s) Broker-Dealer operates in and the NASD.

Companies are required by the Insurance Department in all 50 states to pay
compensation only to individuals and entities that are properly insurance
licensed and appointed.  For registered products, Distributor must also comply
with NASD regulations that require Distributor to pay compensation to an NASD
registered Broker-Dealer.  Distributor must comply with both state and NASD
requirements.

Distributor requires confirmation that Broker-Dealer holds current state
insurance licenses or markets insurance products through a contractual affiliate
or wholly owned life agency, which is properly insurance licensed.  If Broker-
Dealer is properly state licensed then compensation may be paid to Broker-Dealer
in compliance with both state and NASD requirements.

If Broker-Dealer is not state insurance licensed and relies on the licensing of
a contractual affiliate or wholly owned life agency, the SEC has issued a number
of letters indicating that, under specific limited circumstances, it will take
"no action" against insurers (Distributor) paying compensation on registered
products to Broker-Dealer's contractual affiliate or wholly owned life agency.
At the request of Broker-Dealer, Distributor will provide copies of several of
these letters as well as a summary of their requirements.

If Broker-Dealer intends to rely on one of these "no-action" letters, legal
counsel for Broker-Dealer must confirm to Distributor in writing that all of the
circumstances of any one of the SEC no-action letters are applicable.  Broker-
Dealer's counsel must summarize each point upon which the no-action relief was
granted and represent that Broker-Dealer's method of operation is identical or
meets the same criteria.  Broker-Dealer's counsel must also confirm that, to the
best of counsel's knowledge, the SEC has not rescinded or modified its no-action
position since the letter was released.

The Broker-Dealer Sales and Supervision Agreement will not be finalized and no
new applications for registered products will be accepted or no new compensation
will be payable unless the appropriate proof of state licensing or no-action
relief is confirmed.  In addition to a letter from Broker-Dealer's counsel,
copies of the following documentation is required:

     --   life insurance licenses for all states in which Broker-Dealer holds
          these licenses and intends to operate and/or;

     --   life insurance licenses for any contractual affiliate or wholly owned
          life agency; and

     --   the SEC No-Action Letter that will be relied upon.


If you have any questions regarding these matters, please contact your Life
Licensing and Contracting representative.


                                        8



<PAGE>




                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of our 
reports (and to all reference to our Firm) included in or made a part of this 
Registration Statement File No. 333-00245 on Form S-6 for Hartford Life 
Insurance Company Separate Account Five.



                                                /s/ Arthur Andersen LLP

Hartford, Connecticut
October 25, 1996




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