ITT HARTFORD LIFE & ANNUITY INSURANCE CO SEPARATE ACCOUT SIX
497, 1996-10-11
Previous: INTERACTIVE FLIGHT TECHNOLOGIES INC, S-3, 1996-10-11
Next: RESIDENTIAL ASSET SECURITIES CORP, 8-K, 1996-10-11



<PAGE>


   
ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY--
SEPARATE ACCOUNT SIX
P.O. Box 5085                                 PEGASUS PATHMAKER VARIABLE ANNUITY
Hartford, Connecticut 06102-5085
Telephone:    1-800-862-6668 (Contract Owners)
              1-800-862-7155 (Investment Representatives)
- --------------------------------------------------------------------------------
    

   
This Prospectus describes the Pegasus Pathmaker Variable Annuity Contract 
("Contract"), a tax deferred variable annuity issued by ITT Hartford Life and 
Annuity Insurance Company ("ITT Hartford").  Payments for the Contract will 
be held in the Fixed Account and/or a series of ITT Hartford Life and Annuity 
Insurance Company Separate Account Six (the "Separate Account").
    

   
There are currently nine Sub-Accounts available under the Contract, investing 
in shares of the Pegasus Variable Annuity Fund (formerly "The Woodward 
Variable Annuity Fund") or Putnam Capital Manager Trust. The underlying 
investment portfolios ("Funds") for the Sub-Accounts are the Pegasus Managed 
Assets Balanced Fund, Pegasus Growth and Value Fund, Pegasus Mid-Cap 
Opportunity Fund, Pegasus Growth Fund and Pegasus Money Market Fund of the 
Pegasus Variable Annuity Fund; and PCM Global Growth Fund, PCM Global Asset 
Allocation Fund, PCM Diversified Income Fund, and PCM U.S. Government and 
High Quality Bond Fund of Putnam Capital Manager Trust.
    




   
This Prospectus sets forth the information concerning the Separate Account and
the Fixed Account that investors should know before investing.  This Prospectus
should be kept for future reference.  Additional information about the Separate
Account and the Fixed Account has been filed with the Securities and Exchange
Commission and is available without charge upon request.  To obtain the
Statement of Additional Information send a written request to ITT Hartford Life
and Annuity Insurance Company, Attn:  Annuity Marketing Services, P.O.  Box
5085, Hartford, CT  06102-5085.  The Table of Contents for the Statement of
Additional Information may be found on page ____ of this Prospectus.  The
Statement of Additional Information is incorporated by reference into this
Prospectus.
- --------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------
VARIABLE ANNUITY CONTRACTS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR ENDORSED OR
GUARANTEED BY, ANY BANK, NOR ARE THEY FEDERALLY INSURED OR OTHERWISE PROTECTED
BY THE FDIC, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY;  THEY ARE SUBJECT
TO INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED.
- --------------------------------------------------------------------------------
THIS PROSPECTUS IS ACCOMPANIED BY CURRENT PROSPECTUSES FOR THE PEGASUS VARIABLE
ANNUITY FUND AND PUTNAM CAPITAL MANAGER TRUST AND IS VALID ONLY WHEN SO
ACCOMPANIED.
- --------------------------------------------------------------------------------
Prospectus Dated:  May 1, 1996
Revised Effective:  October 11, 1996
Statement of Additional Information Dated:  May 1, 1996
    

<PAGE>

                                  TABLE OF CONTENTS

                                                                           Page
                                                                           ----

GLOSSARY OF SPECIAL TERMS. . . . . . . . . . . . . . . . . . . . . . . . .

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

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


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

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

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

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

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

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

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

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


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

    Premium Payments . . . . . . . . . . . . . . . . . . . . . . . . . . .

    Value of Accumulation Units. . . . . . . . . . . . . . . . . . . . . .

    Value of the Fixed Account . . . . . . . . . . . . . . . . . . . . . .

    Value of the Contract. . . . . . . . . . . . . . . . . . . . . . . . .

    Transfers Among Sub-Accounts . . . . . . . . . . . . . . . . . . . . .

    Transfers Between the Fixed Account and the Sub-Accounts . . . . . . .


    Redemption/Surrender of a Contract . . . . . . . . . . . . . . . . . .

DEATH BENEFIT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

CHARGES UNDER THE CONTRACT.. . . . . . . . . . . . . . . . . . . . . . . .

CONTINGENT DEFERRED SALES CHARGES. . . . . . . . . . . . . . . . . . . . .

<PAGE>

    During the First Seven Contract Years. . . . . . . . . . . . . . . .  


    After the Seventh Contract Year. . . . . . . . . . . . . . . . . . . .

    Mortality and Expense Risk Charge. . . . . . . . . . . . . . . . . . .

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

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

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

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


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

FEDERAL TAX CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . .

    General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

    Taxation of ITT Hartford and the Separate Account. . . . . . . . . . .

    Taxation of Annuities -- General Provisions Affecting
    Purchasers Other Than Qualified Retirement Plans . . . . . . . . . . .

    Federal Income Tax Withholding . . . . . . . . . . . . . . . . . . . .

    General Provisions Affecting Qualified Retirement Plans. . . . . . . .


    Annuity Purchases by Nonresident Aliens and Foreign Corporations . . .

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

    Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

    Modification . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

    Delay of Payments. . . . . . . . . . . . . . . . . . . . . . . . . . .

    Voting Rights. . . . . . . . . . . . . . . . . . . . . . . . . . . . .

    Distribution of the Contracts. . . . . . . . . . . . . . . . . . . . .

    Other Contracts Offered. . . . . . . . . . . . . . . . . . . . . . . .


    Custodian of Separate Account Assets . . . . . . . . . . . . . . . . .

<PAGE>

    Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . . .

    Legal Counsel. . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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

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

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

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

<PAGE>


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

ANNUAL WITHDRAWAL AMOUNT:  The amount which can be withdrawn in any Contract
year without surrender charges.   

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

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

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

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

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

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

COMMISSION:  Securities and Exchange Commission.

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

CONTRACT ANNIVERSARY:  The anniversary of the Contract Date.

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


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

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

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

DEATH BENEFIT:  The amount payable upon the death of a Contract Owner,
Annuitant, or Participant, in the case of group contracts, prior to age 90 and
before annuity payments have started.  

<PAGE>

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

   
FUNDS:  Currently, the portfolios of the Pegasus Variable Annuity Fund and
Putnam Capital Manager Trust described on page     of this Prospectus.
    


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

ITT HARTFORD:  ITT Hartford Life and Annuity Insurance Company.

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

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

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

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

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

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

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

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

SEPARATE ACCOUNT:  The ITT Hartford separate account entitled "ITT Hartford Life
and Annuity Insurance Company - Separate Account Six."

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

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

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

<PAGE>

the individual allocations.

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

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

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

<PAGE>

                                      FEE TABLE
                                       SUMMARY
                                           
                         CONTRACT OWNER TRANSACTION EXPENSES
                                  (ALL SUB-ACCOUNTS)

Sales Load Imposed on Purchases 
    (as a percentage of premium payments). . . . . . . . . . . . . .    None
Exchange Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . .    $0
Deferred Sales Load (as a percentage of amounts withdrawn)

    First Year (1) . . . . . . . . . . . . . . . . . . . . . . . . .    6%
    Second Year. . . . . . . . . . . . . . . . . . . . . . . . . . .    6%
    Third Year . . . . . . . . . . . . . . . . . . . . . . . . . . .    5%
    Fourth Year. . . . . . . . . . . . . . . . . . . . . . . . . . .    5%
    Fifth Year . . . . . . . . . . . . . . . . . . . . . . . . . . .    4%
    Sixth Year . . . . . . . . . . . . . . . . . . . . . . . . . . .    3%
    Seventh Year . . . . . . . . . . . . . . . . . . . . . . . . . .    2%
    Eighth Year. . . . . . . . . . . . . . . . . . . . . . . . . . .    0%

Annual Contract Fee (2). . . . . . . . . . . . . . . . . . . . . . .    $30(2)
Annual Expenses-Separate Account
    (as percentage of average account value)
    Mortality and Expense Risk . . . . . . . . . . . . . . . . . . .    1.250%
    Administration Fees  . . . . . . . . . . . . . . . . . . . . . .    0.150%
    Total  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1.400%

                            ANNUAL FUND OPERATING EXPENSES
                            (AS PERCENTAGE OF NET ASSETS)

                                                                 TOTAL FUND
                                        MANAGEMENT     OTHER      OPERATING
                                           FEES       EXPENSES    EXPENSES
                                          -------------------------------------

   
Pegasus Managed Assets Balanced Fund       0.650%      0.200%       0.850%
Pegasus Growth and Value Fund              0.600%      0.250%       0.850%
Pegasus Mid-Cap Opportunity Fund           0.600%      0.250%       0.850%
Pegasus Growth Fund                        0.600%      0.250%       0.850%
Pegasus Money Market Fund                  0.300%      0.200%       0.500%
PCM Global Growth Fund                     0.650%      0.100%       0.750%
PCM Global Asset Allocation Fund           0.700%      0.140%       0.840%
PCM Diversified Income Fund                0.700%      0.150%       0.850%
PCM U.S. Government and High Quality       0.610%      0.090%       0.700%
   Bond Fund

- --------------------------------------------------------------------------------
33-86330
    

(1) Length of time from premium payment.

<PAGE>

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

   
(3) Operating expenses of the Pegasus Funds reflect the newly adopted 
    management fee schedule that will be in effect for future periods combined 
    with the historic expense levels for the fund. These expenses assume that 
    the funds' advisor will waive portions of the management fee in order to 
    keep total fund operating expenses at the level shown in the table.
    

<PAGE>

EXAMPLE

<TABLE>
<CAPTION>
                                       If you surrender your contract at the             If you annuitize at the end of the 
                                       end of the applicable time period: You            applicable time period: You would 
                                       would pay the following expenses on a             pay the following expenses on a 
                                       $1,000 investment, assuming a 5%                  $1,000 investment assuming a 5% 
                                       annual return on assets:                          annual return on assets: 
- -----------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>        <C>       <C>       <C>                <C>       <C>       <C>        <C> 
        Sub-Account                       1        3         5         10                   1        3         5        10  
        -----------                      yr.      yrs.      yrs.      yrs.                 yr.      yrs.      yrs.      yrs.
Pegasus Managed Assets Balanced          ---      ----      ----      ----                 ---      ----      ----      ----
Fund                                     $82      $119      $158      $253                 $22       $68      $117      $252
                                                                                                                            
Pegasus Growth and Value Fund             82       119       158       253                  22        68       117       252
                                                                                                                            
Pegasus Mid-Cap Opportunity Fund          82       119       158       253                  22        68       117       252
                                                                                                                            
Pegasus Growth Fund                       82       119       158       253                  22        68       117       252
                                                                                                                            
Pegasus Money Market Fund                 79       108       140       216                  18        57        99       215
                                                                                                                            
PCM Global Growth Fund                    81       116       153       243                  21        65       112       242
                                                                                                                            
PCM Global Asset Allocation Fund          82       119       158       252                  21        68       117       251
                                                                                                                            
PCM Diversified Income Fund               82       119       158       253                  22        68       117       252
                                                                                                                            
PCM U.S. Government and High                                                                                                
Quality Bond Fund                         81       114       150       238                  20        63       109       237

</TABLE>


                                       
                                       If you do not surrender your     
                                       contract: You would pay the      
                                       following expenses on a $1,000   
                                       investment, assuming a 5% annual 
                                       return on assets:

        Sub-Account                      1         3         5        10
        -----------                     yr.      yrs.      yrs.      yrs.
                                        ---      ----      ----      ----

Pegasus Managed Assets Balanced         $22       $69      $118      $253
Fund                                                                     
                                         22        69       118       253
Pegasus Growth and Value Fund                                            
                                         22        69       118       253
Pegasus Mid-Cap Opportunity Fund                                         
                                         22        69       118       253
Pegasus Growth Fund                                                      
                                         19        58       100       216
Pegasus Money Market Fund                                                
                                         21        66       113       243
PCM Global Growth Fund                                                   
                                         22        69       118       252
PCM Global Asset Allocation Fund                                         
                                         22        69       118       253
PCM Diversified Income Fund                                              
                                                                         
PCM U.S. Government and High             21        64       110       238
Quality Bond Fund                                                        
- -------------------------------------------------------------------------------

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

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

<PAGE>


                               ACCUMULATION UNIT VALUES
             (For an accumulation unit outstanding throughout the period)


The following information, insofar as it relates to the period ended December
31, 1995, has been examined by Arthur Andersen LLP, independent public
accountants, whose report thereon is included in the Statement of Additional
information, which is incorporated by reference to this Prospectus.
- --------------------------------------------------------------------------------

                                                                    1995
                                                                    ----
PEGASUS MANAGED ASSETS BALANCED FUND SUB-ACCOUNT
Accumulation unit value at beginning of period                     $10.000
Accumulation unit value at end of period                           $11.422
Number accumulation units outstanding at 
end of period (in thousands)                                       678,687
PEGASUS GROWTH AND VALUE FUND SUB-ACCOUNT
Accumulation unit value at beginning of period                     $10.000
Accumulation unit value at end of period                           $11.700
Number accumulation units outstanding at
end of period (in thousands)                                       270,551
PEGASUS MID-CAP OPPORTUNITY FUND SUB-ACCOUNT                              
Accumulation unit value at beginning of period                     $10.000
Accumulation unit value at end of period                           $10.983
Number accumulation units outstanding at 
end of period (in thousands)                                       402,309
PEGASUS GROWTH FUND SUB-ACCOUNT
Accumulation unit value at beginning of period                     $10.000
Accumulation unit value at end of period                           $11.430
Number accumulation units outstanding at 
end of period (in thousands)                                       512,959
PEGASUS MONEY MARKET FUND SUB-ACCOUNT                                     
Accumulation unit value at beginning of period                     $10.000
Accumulation unit value at end of period                            $1.030
Number accumulation units outstanding at 
end of period (in thousands)                                       637,117
PCM GLOBAL GROWTH FUND SUB-ACCOUNT                                        
Accumulation unit value at beginning of period                     $10.000(a)
Accumulation unit value at end of period                           $11.773
Number accumulation units outstanding at 
end of period (in thousands)                                        21,336
PCM GLOBAL ASSET ALLOCATION FUND SUB-ACCOUNT
Accumulation unit value at beginning of period                     $10.000(a)
Accumulation unit value at end of period                           $11.692
Number accumulation units outstanding at 
end of period (in thousands)                                       332,770
PCM DIVERSIFIED INCOME FUND SUB-ACCOUNT
Accumulation unit value at beginning of period                     $10.000(a)
Accumulation unit value at end of period                           $11.184
Number accumulation units outstanding at
end of period (in thousands)                                        91,387




PCM U.S. GOVERNMENT AND HIGH QUALITY

<PAGE>

BOND FUND SUB-ACCOUNT
Accumulation unit value at beginning of period                    $10.000 (a)
Accumulation unit value at end of period                           $11.341
Number accumulation units outstanding at 
end of period (in thousands)                                       115,951

<PAGE>

                                       SUMMARY
                                           

WHAT IS THE CONTRACT AND HOW MAY I PURCHASE ONE?

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

WHO MAY PURCHASE THE CONTRACT?

Any individual or group may purchase the Contracts, including any trustee or 
custodian for a retirement plan which qualifies for special Federal tax 
treatment under the Internal Revenue Code ("Qualified Contracts").  These 
Contracts are also available for IRA's.  (See "Federal Tax Considerations" 
commencing on page      and Appendix I commencing on page    ).

WHAT TYPES OF INVESTMENTS ARE AVAILABLE UNDER THE CONTRACT?

   
The underlying investments for the Contract are shares of the Pegasus 
Variable Annuity Fund and Putnam Capital Manager Trust, open-end diversified 
series investment companies with multiple portfolios ("Funds") as follows:  
Pegasus Managed Assets Balanced Fund, Pegasus Growth and Value Fund, Pegasus 
Mid-Cap Opportunity Fund, Pegasus Growth Fund and Pegasus Money Market Fund 
of the Pegasus Variable Annuity Fund; PCM Global Growth Fund, PCM Global 
Asset Allocation Fund, PCM Diversified Income Fund and PCM U.S. Government 
and High Quality Bond Fund of Putnam Capital Manager Trust; and such other 
Funds as shall be offered from time to time, and the Fixed Account, or a 
combination of the Funds and the Fixed Account. (See "The Funds" commencing 
on page       and "The Fixed Account" commencing on page    ).     
    


WHAT ARE THE CHARGES UNDER THE CONTRACTS?

SALES EXPENSES

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

<PAGE>

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

                             LENGTH OF TIME
              CHARGE       FROM PREMIUM PAYMENT
              ------       --------------------
                           (Number of Years)

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

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

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

MORTALITY AND EXPENSE RISKS

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

ANNUAL ADMINISTRATION AND MAINTENANCE FEE

The Contract provides for administration and Contract maintenance charges.  
For administration, the charge is 0.15% per annum against all Contract Values 
held in the Separate Account.  For Contract maintenance, the charge is $30 
annually. (See "Administration and Maintenance Fees," page ______).  
Contracts with a Contract Value of $50,000 or more at time of Contract 
Anniversary will not be assessed this charge.

<PAGE>


PREMIUM TAXES

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

CHARGES BY THE FUNDS

   
The Funds are subject to certain fees, charges and expenses.  (See the 
Prospectuses for the Pegasus Variable Annuity Fund and Putnam Capital Manager 
Trust accompanying this Prospectus.)
    

CAN I GET MY MONEY IF I NEED IT?

Subject to any applicable charges, the Contract may be surrendered, or 
portions of the value of such Contract may be withdrawn, at any time prior to 
the Annuity Commencement Date.  However, if less than $500 remains in a 
Contract as a result of a withdrawal, ITT Hartford may terminate the Contract 
in its entirety.  (See "Redemption/Surrender of a Contract," page ____; see 
also "Federal Tax Considerations," page ____, for a discussion of federal tax 
consequences, including a 10% penalty tax that may apply upon surrender or 
withdrawal.)

DOES THE CONTRACT PAY ANY DEATH BENEFITS?

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

WHAT ARE THE AVAILABLE ANNUITY OPTIONS UNDER THE CONTRACT?

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

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

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

                            PERFORMANCE RELATED INFORMATION
                                           
The Separate Account may advertise certain performance related information 
concerning its

<PAGE>

Sub-Accounts.  Performance information about a Sub-Account is based on the 
Sub-Account's past performance only and is no indication of future 
performance.

Each Fund may include total return in advertisements or other sales material.

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


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

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

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

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


                                 INTRODUCTION

<PAGE>

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

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

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

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

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

When an Annuity is effected under a Contract, unless otherwise specified, 
Contract Values held in the Sub-Accounts will be applied to provide a 
Variable Annuity based on the pro rata amount in the various Sub-Accounts.  
Fixed Account Contract Values will be applied to provide a Fixed

<PAGE>

Annuity.  Variable Annuity payments will vary in accordance with the 
investment performance of the Sub-Accounts you have selected.  The Contract 
allows the Contract Owner to change the Sub-Accounts on which variable 
payments are based after payments have commenced once every three (3) months. 
Any Fixed Annuity allocation may not be changed.

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

RIGHT TO CANCEL PERIOD

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

                                 THE SEPARATE ACCOUNT
                                           
The Separate Account was established on October 28, 1994, in accordance with 
authorization by the Board of Directors of ITT Hartford.  It is the Separate 
Account in which ITT Hartford sets aside and invests the assets attributable 
to variable annuity contracts, including the contracts sold under this 
Prospectus. Although the Separate Account is an integral part of ITT 
Hartford, it is registered as a unit investment trust under the Investment 
Company Act of 1940. This registration does not, however, involve supervision 
by the Commission of the management or the investment practices or policies 
of the Separate Account or ITT Hartford.  The Separate Account meets the 
definition of "separate account" under Federal Securities law.

Under Connecticut law, the assets of the Separate Account attributable to the 
Contracts offered under this Prospectus are held for the benefit of the 
owners of, and the persons entitled to payments under, those Contracts.  
Income, gains, and losses, whether or not realized, from assets allocated to 
the Separate Account, are, in accordance with the Contracts, credited to or 
charged against the Separate Account.  Also, the assets in the Separate 
Account are not chargeable with liabilities arising out of any other business 
ITT Hartford may conduct.  So Contract Values

<PAGE>

allocated to the Sub-Accounts will not be affected by the rate of return of 
ITT Hartford's General Account, nor by the investment performance of any of 
ITT Hartford's other separate accounts.  However, the obligations arising 
under the Contracts are general obligations of ITT Hartford.

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

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

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

The Separate Account may be subject to liabilities arising from a Series of 
the Separate Account whose assets are attributable to other variable annuity 
contracts or variable life insurance policies offered by the Separate Account 
which are not described in this Prospectus.
                                           
                                   THE FIXED ACCOUNT
                                           
THAT PORTION OF THE CONTRACT RELATING TO THE FIXED ACCOUNT IS NOT REGISTERED 
UNDER THE SECURITIES ACT OF 1933 ("1933 ACT") AND THE FIXED ACCOUNT IS NOT 
REGISTERED AS AN INVESTMENT COMPANY UNDER THE INVESTMENT COMPANY ACT OF 1940 
("1940 ACT").  ACCORDINGLY, NEITHER THE FIXED ACCOUNT NOR ANY INTERESTS 
THEREIN ARE SUBJECT TO THE PROVISIONS OR RESTRICTIONS OF THE 1933 ACT OR THE 
1940 ACT, AND THE DISCLOSURE REGARDING THE FIXED ACCOUNT HAS NOT BEEN 
REVIEWED BY THE STAFF OF THE SECURITIES AND EXCHANGE COMMISSION.  THE 
FOLLOWING DISCLOSURE ABOUT THE FIXED ACCOUNT MAY BE SUBJECT TO CERTAIN 
GENERALLY APPLICABLE PROVISIONS OF THE FEDERAL SECURITIES LAWS REGARDING THE 
ACCURACY AND COMPLETENESS OF DISCLOSURE.


<PAGE>

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

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

                                     THE COMPANY

ITT Hartford Life and Annuity Insurance Company ("ITT Hartford"), formerly 
ITT Life Insurance Corporation, was originally incorporated under the laws of 
Wisconsin on January 9, 1956.  ITT Hartford was redomiciled to Connecticut on 
May 1, 1996.  It is a stock life insurance company engaged in the business of 
writing both individual and group life insurance and annuities in all states 
including the District of Columbia, except New York.  The offices of ITT 
Hartford are located in Minneapolis, Minnesota; however, its mailing address 
is P.O. Box 5085, Hartford, Connecticut 06102-5085.

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

ITT Hartford is rated A+ (superior) by A.M. Best and Company, Inc. on the 
basis of its financial soundness and operating performance.  ITT Hartford is 
rated AA by Standard & Poor's and AA+ by Duff and Phelps on the basis of its 
claims paying ability.  

These ratings do not apply to the performance of the Separate Account.  
However, the Contractual obligations under this variable annuity are the 
general corporate obligations of ITT Hartford.  These ratings do apply to ITT 
Hartford's ability to meet its insurance obligations under the Contract.

<PAGE>

                                       THE FUNDS
                                           
   
The underlying investments for the Contracts are shares of the Pegasus 
Variable Annuity Fund and Putnam Capital Manager Trust, open-end diversified 
series investment companies with multiple portfolios.  Each Fund 
corresponding to each Sub-Account and its investment objective is described 
below.  ITT Hartford reserves the right, subject to compliance with the law, 
to offer additional portfolios with differing investment objectives.  The 
Funds may not be available in all states.
    

   
PEGASUS MANAGED ASSETS BALANCED FUND (formerly the "Balanced Fund")
    

Seeks long-term total return through a combination of capital appreciation 
and current income.  The Managed Assets Balanced Fund follows an asset 
allocation strategy by investing in equity securities, debt securities and 
cash equivalents.

   
PEGASUS GROWTH AND VALUE FUND (formerly the "Growth/Value Fund")
    

Seeks long-term capital growth, with income a secondary consideration.  
Pegasus Growth and Value Fund seeks to achieve this objective by investing 
primarily in equity securities of larger companies that are attractively 
priced relative to their growth potential.

   
PEGASUS MID-CAP OPPORTUNITY FUND (formerly the "Opportunity Fund")
    

Seeks long-term capital appreciation.  Pegasus Mid-Cap Opportunity Fund seeks 
to achieve this objective by investing primarily in equity securities of 
companies with intermediate market capitalizations.

   
PEGASUS GROWTH FUND (formerly the "Capital Growth Fund")
    

Seeks long-term capital appreciation.  Pegasus Growth Fund seeks to achieve 
this objective by investing primarily in equity securities of domestic 
issuers believed by its investment adviser to have above-average growth 
characteristics

PEGASUS MONEY MARKET FUND

Seeks to provide a high level of current income consistent with the 
preservation of capital and liquidity.  Pegasus Money Market Fund seeks to 
achieve this objective by investing in high quality money market instruments.

PCM DIVERSIFIED INCOME FUND

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

<PAGE>

Fund prospectus.

PCM GLOBAL ASSET ALLOCATION FUND

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

PCM GLOBAL GROWTH FUND

Seeks capital appreciation through a globally diversified common stock 
portfolio.

PCM U.S. GOVERNMENT AND HIGH QUALITY BOND FUND

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

The Funds are available only to serve as the underlying investment for 
variable annuity contracts.  A full description of the Funds, their 
investment objectives, policies and restrictions, risks, charges and expenses 
and other aspects of their operation is contained in the accompanying 
Prospectuses for the Pegasus Variable Annuity Fund and Putnam Capital Manager 
Trust, which should be read in conjunction with this Prospectus before 
investing.  Statements of Additional Information may also be ordered without 
charge from the Pegasus Variable Annuity Fund and Putnam Capital Manager 
Trust.

The Funds are generally managed in styles similar to other open-end 
investment companies which are managed by  the same investment advisers and 
whose shares are generally offered to the public.  These other funds may, 
however, employ different investment practices and may invest in securities 
different from those in which their counterpart Funds invest, and 
consequently will not have identical portfolios or experience identical 
investment results.

First Chicago NBD Investment Management Company ("FCNIMCO"), located at Three 
First National Plaza, Chicago, Illinois 60670, is the investment adviser to 
Pegasus Variable Annuity Fund.  FCNIMCO is a wholly-owned subsidiary of The 
First National Bank of Chicago, which, in turn, is a wholly-owned subsidiary 
of First Chicago NBD Corporation, a registered bank holding company.  
Including among FCNIMCO's accounts are pension and profit-sharing funds for 
major corporations and state and local governments, commingled trust funds 
and a variety of institutional and personal advisory accounts, estates and 
trusts.  FCNIMCO also acts as investment adviser for other registered 
investment companies and investment company portfolios.

Putnam Management, One Post Office Square, Boston, Massachusetts, 02109, 
serves as the

<PAGE>

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

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

                     OPERATION OF THE CONTRACT/ACCUMULATION PERIOD

PREMIUM PAYMENTS

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

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

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

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

VALUE OF ACCUMULATION UNITS

<PAGE>

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

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

VALUE OF THE FIXED ACCOUNT

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

VALUE OF THE CONTRACT

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

TRANSFERS AMONG SUB-ACCOUNTS

You may transfer the values of your Sub-Account allocations from one or more 
Sub-Accounts to another free of charge.  However, ITT Hartford reserves the 
right to limit the number of transfers to twelve (12) per Contract Year, with 
no two (2) transfers occurring on consecutive Valuation Days. Transfers by 
telephone may be made by a Contract Owner or by the attorney-in-fact pursuant 
to a power of attorney by calling (800) 862-6668 or by the agent of

<PAGE>

record by calling (800) 862-7155.  Telephone transfers may not be permitted 
by some states for their residents who purchase variable annuities. 

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

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

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

TRANSFERS BETWEEN THE FIXED ACCOUNT AND THE SUB-ACCOUNTS

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

REDEMPTION/SURRENDER OF A CONTRACT

<PAGE>

At any time prior to the Annuity Commencement Date, you have the right, 
subject to any IRS provisions applicable thereto, to surrender the value of 
the Contract in whole or in part.  Surrenders are not permitted after Annuity 
payments commence EXCEPT that a full surrender is allowed when payments for a 
designated period (Option 4) are selected as the Annuity option.

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

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

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

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

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

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

ANY SUCH FULL OR PARTIAL SURRENDER DESCRIBED ABOVE MAY RESULT IN ADVERSE TAX 
CONSEQUENCES TO THE CONTRACT OWNER.  THE CONTRACT OWNER, THEREFORE, SHOULD 
CONSULT WITH HIS TAX ADVISER BEFORE

<PAGE>

UNDERTAKING ANY SUCH SURRENDER.  (SEE "FEDERAL TAX CONSIDERATIONS" COMMENCING 
ON PAGE    .)

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

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

GUARANTEED DEATH BENEFIT - If, upon death prior to the Annuity Commencement 
Date, the Annuitant or Contract Owner, as applicable, had not attained his 
90th birthday, the Beneficiary will receive the greatest of (a) the Contract 
Value determined as of the day written proof of death of such person is 
received by ITT Hartford, or (b) 100% of the total Premium Payments made to 
such Contract, reduced by any prior surrenders, or (c) the Maximum 
Anniversary Value immediately preceding the date of death.  The Maximum 
Anniversary Value is equal to the greatest Anniversary Value attained from 
the following:

As of receipt of due proof of death, the Company will calculate an 
Anniversary Value for each Contract Anniversary prior to the deceased's 
attained age 81. The Anniversary Value is equal to the Contract Value on a 
Contract Anniversary, increased by the dollar amount of any premium payment 
made since that anniversary and reduced by the dollar amount of any partial 
surrenders since that anniversary.

If the deceased, the Annuitant or Contract Owner, as applicable, had attained 
age 90, then the

<PAGE>

Death Benefit will equal the Contract Value.

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

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

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

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

                              CHARGES UNDER THE CONTRACT
                                           
CONTINGENT DEFERRED SALES CHARGES

There is no deduction for sales expenses from Premium Payments when made. 
However, a

<PAGE>

contingent deferred sales charge may be assessed against Contract Values when 
they are surrendered.

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

DURING THE FIRST SEVEN CONTRACT YEARS

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

AFTER THE SEVENTH CONTRACT YEAR

After the seventh contract year, all surrenders will first be from earnings 
and then from premium payments.  A contingent deferred sales charge will not 
be assessed against the surrender of earnings.  If an amount equal to all 
earnings has been surrendered, a contingent deferred sales charge will not be 
assessed against premium payments received more than seven years prior to 
surrender, but will be assessed against premium payments received less than 
seven years prior to surrender.  The charge is a percentage of the amount 
withdrawn (not to exceed the aggregate amount of the Premium Payments made) 
and equals:

               CHARGE                LENGTH OF TIME FROM PREMIUM PAYMENT
                                       (Number of Years)
                 6%                         1
                 6%                         2
                 5%                         3
                 5%                         4
                 4%                         5
                 3%                         6
                 2%                         7
                 0%                         8 or more


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

During the first seven Contract Years, on a non-cumulative basis, a Contract 
Owner may make a partial surrender of Contract Values of up to 10% of the 
aggregate Premium Payments made to the contract (as determined on the date of 
the requested withdrawal) without the application of the contingent deferred 
sales charge.  After the seventh Contract year, the Contract Owner may

<PAGE>

make a partial surrender of 10% of premium payments made during the seven 
years prior to the surrender and 100% of the Contract Value less the premium 
payments made during the seven years prior to the surrender.  The amounts not 
subject to sales charges are known as the Annual Withdrawal Amount.   The 
Annual Withdrawal Amount is the amount which can be withdrawn in any Contract 
Year prior to incurring surrender charges.  An Extended Withdrawal Privilege 
rider allows an Annuitant who attains age 70 1/2 under a Qualified Plan to 
withdraw an amount in excess of the Annual Withdrawal Amount to comply with 
IRS minimum distribution rules.

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

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

MORTALITY AND EXPENSE RISK CHARGE

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

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

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

The mortality undertakings are based on ITT Hartford's determination of 
expected mortality rates among all Annuitants.  If actual experience among 
Annuitants during the Annuity payment period deviates from ITT Hartford's 
actuarial determination of expected mortality rates among 

<PAGE>

Annuitants because, as a group, their longevity is longer than anticipated, 
ITT Hartford must provide amounts from its general funds to fulfill its 
Contract obligations.  ITT Hartford will bear the loss in such a situation.  
Also, in the event of the death of an Annuitant or Contract Owner prior to 
age 85 or the commencement of Annuity payments, whichever is earlier, ITT 
Hartford can, in periods of declining value, experience a loss resulting from 
the assumption of the mortality risk relative to the minimum Death Benefit.

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

ADMINISTRATION AND MAINTENANCE FEES

ITT Hartford will deduct certain fees from Contract Values to reimburse it 
for expenses relating to the administration and maintenance of the Contract 
and the Fixed Account.  For Contract maintenance, ITT Hartford will deduct an 
annual fee of $30 on each Contract Anniversary on or before the Annuity 
Commencement Date. The deduction will be made pro rata according to the value 
in each Sub-Account and the Fixed Account under a Contract.  If during a 
Contract Year the Contract is surrendered for its full value, ITT Hartford 
will deduct the Contract Maintenance Fee at the time of such surrender.  For 
administration, ITT Hartford makes a daily charge at the rate of .15% per 
annum against all Contract Values held in the Separate Account during both 
the accumulation and annuity phases of the Contract.  There is not 
necessarily a relationship between the amount of administrative charge 
imposed on a given Contract and the amount of expenses that may be 
attributable to that Contract; expenses may be more or less than the charge.

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

You should refer to the Prospectuses for The Pegasus Variable Annuity Fund 
and Putnam Capital Manager Trust  for a description of deductions and 
expenses paid out of the assets of the respective Funds.

PREMIUM TAXES

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

<PAGE>

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

ANNUITY OPTIONS

The contract contains the four optional Annuity forms described below.  
Options 2 and 4 are available to Qualified Plans only if the guaranteed 
payment period is less than the life expectancy of the Annuitant at the time 
the option becomes effective.  Such life expectancy shall be computed on the 
basis of the mortality table prescribed by the IRS, or if none is prescribed, 
the mortality table then in use by ITT Hartford.  With respect to 
Non-Qualified Contracts, if you do not elect otherwise, payments in most 
states will automatically begin at the Annuitant's age 90 (with the exception 
of states that do not allow deferral past age 85) under Option 2 with 120 
monthly payments certain.  For Qualified Contracts and contracts issued in 
Texas, if you do not elect otherwise, payments will begin automatically at 
the Annuitant's age 90 under Option 1 to provide a life Annuity.

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

Option 1:  Life Annuity

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

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

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

This Annuity option is an Annuity payable monthly during the lifetime of an 
Annuitant with the provision that payments will be made for a minimum of 120, 
180 or 240 months, as elected.  If, at the death of the Annuitant, payments 
have been made for less than the minimum elected

<PAGE>

number of months, then the present value as of the date of the Annuitant's 
death, of any remaining guaranteed payments will be paid in one sum to the 
Beneficiary or Beneficiaries designated unless other provisions have been 
made and approved by the company.  If the Annuitant was also the Contract 
Owner, any method of distribution must provide that any amount payable as a 
death benefit will be distributed at least as rapidly as under the method of 
distribution in effect at the Contract Owner's death.

Option 3:  Joint and Last Survivor Annuity

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

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

Option 4:  Payments for a Designated Period

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

In the event of the Annuitant's death prior to the end of the designated 
period, the present value as of the date of the Annuitant's death, of any 
remaining guaranteed payments will be paid in one sum to the Beneficiary or 
Beneficiaries designated unless other provisions have been made and approved 
by the Company. If the Annuitant was also the Contract Owner, any method of 
distribution must provide that any amount payable as a death benefit will be 
distributed at least as rapidly as under the method of distribution in effect 
at the Contract Owner's death.

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

Option 5:  Death Benefit Remaining with ITT Hartford

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

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

<PAGE>

THE ANNUITY UNIT AND VALUATION

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

DETERMINATION OF PAYMENT AMOUNT

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

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

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

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

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

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

<PAGE>

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

                              FEDERAL TAX CONSIDERATIONS

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

A.  GENERAL

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

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

B.  TAXATION OF ITT HARTFORD AND THE SEPARATE ACCOUNT

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

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

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

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

    1.   NON-NATURAL PERSONS, CORPORATIONS, ETC.  Section 72 contains
         provisions for Contract Owners which are non-natural persons.
         Non-natural persons include corporations, trusts, and partnerships.
         The annual net increase in the value of the Contract is currently

<PAGE>

         includable in the gross income of a non-natural person unless the
         non-natural person holds the Contract as an agent for a natural
         person.  There is an exception from current inclusion for certain
         annuities held by structured settlement companies, certain annuities
         held by an employer with respect to a terminated qualified retirement
         plan and certain immediate annuities.  A non-natural person which is
         a tax-exempt entity for Federal tax purposes will not be subject to
         income tax as a result of this provision.

         If the Contract Owner is not an individual, the primary Annuitant
         shall be treated as the Contract Owner for purposes of making
         distributions which are required to be made upon the death of the
         Contract Owner.  If there is a change in the primary Annuitant, such
         change shall be treated as the death of the Contract Owner.

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

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

         a.   DISTRIBUTIONS PRIOR TO THE ANNUITY COMMENCEMENT DATE.

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

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

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

<PAGE>

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

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

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

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

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

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

         c.   AGGREGATION OF TWO OR MORE ANNUITY CONTRACTS.  Contracts issued
              after October 21, 1988 by the same insurer (or affiliated
              insurer) to the same Contract Owner within the same calendar year
              (other than certain contracts held in connection with a
              tax-qualified retirement arrangement) will be treated as one
              annuity Contract for the purpose of determining the taxation of
              distributions prior to the Annuity Commencement Date.  An annuity
              contract received in a tax-free exchange for another annuity
              contract or life insurance contract may be treated as a new
              Contract for this purpose.   ITT Hartford believes that for any
              annuity subject to such aggregation, the values under the
              Contracts and the investment in the contracts will be added
              together to determine the taxation under subparagraph 2.a.,
              above, of

<PAGE>

              amounts received or deemed received prior to the Annuity
              Commencement Date.  Withdrawals will first be treated as
              withdrawals of income until all of the income from all such
              Contracts is withdrawn.  As of the date of this Prospectus, there
              are no regulations interpreting this provision.

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

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

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

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

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

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

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

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

         e.   SPECIAL PROVISIONS AFFECTING CONTRACTS OBTAINED THROUGH A TAX-FREE
              EXCHANGE OF OTHER ANNUITY OR LIFE INSURANCE CONTRACTS PURCHASED
              PRIOR TO AUGUST 14, 1982.  If the Contract was obtained by a
              tax-free exchange of a life insurance or annuity Contract
              purchased prior to August 14, 1982, then any amount received or
              deemed received prior to the Annuity Commencement Date shall be
              deemed to come (1) first from the amount of the "investment in
              the contract" prior to August 14, 1982 ("pre-8/14/82 investment")
              carried over from the prior Contract, (2) then from the portion
              of the "income on the contract" (carried over to, as well as
              accumulating in, the successor Contract) that is attributable to
              such pre-8/14/82 investment, (3) then from the remaining "income
              on the contract" and (4) last from the remaining "investment in
              the contract."   As a result, to the extent that such amount
              received or deemed received does not exceed such pre-8/14/82
              investment, such amount is not includable in gross income.,  In
              addition, to the extent that such amount received or deemed
              received does not exceed the sum of (a) such pre-8/14/82
              investment and (b) the "income on the contract" attributable
              thereto, such amount is not subject to

<PAGE>

              the 10% penalty tax.  In all other respects, amounts received or
              deemed received from such post-exchange Contracts are generally
              subject to the rules described in this subparagraph 3.

         f.   REQUIRED DISTRIBUTIONS 

              i.    Death of Contract Owner or Primary Annuitant

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

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

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

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

              ii.  Alternative Election to Satisfy Distribution Requirements

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

              iii. Spouse Beneficiary

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

    3.   DIVERSIFICATION REQUIREMENTS.  Section 817 of the Code provides that a
         variable annuity contract will not be treated as an annuity contract
         for any period during which the investments made by the separate
         account or underlying fund are not adequately diversified in
         accordance with regulations prescribed by the Treasury Department.  If
         a

<PAGE>

         Contract is not treated as an annuity contract, the Contract Owner
         will be subject to income tax on the annual increases in cash value.

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

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

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

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

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

<PAGE>

         provide guidance regarding investor control, and as of the date of this
         prospectus, no other such guidance has been issued.  Further, ITT
         Hartford does not know if or in what form such guidance will be
         issued.  In addition, although regulations are generally issued with
         prospective effect, it is possible that regulations may be issued with
         retroactive effect.  Due to the lack of specific guidance regarding the
         issue of investor control, there is necessarily some uncertainty
         regarding whether a Contract Owner could be considered the owner of the
         assets for tax purposes.  ITT Hartford reserves the right to modify the
         contracts, as necessary, to prevent Contract Owners from being
         considered the owners of the assets in the separate accounts.

D.  FEDERAL INCOME TAX WITHHOLDING

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

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

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

E.  GENERAL PROVISIONS AFFECTING QUALIFIED RETIREMENT PLANS

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

F.  ANNUITY PURCHASES BY NONRESIDENT ALIENS AND FOREIGN CORPORATIONS

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

<PAGE>

advised to consult with a qualified tax advisor regarding U.S., state, and 
foreign taxation with respect to an annuity purchase.

                                   GENERAL MATTERS

ASSIGNMENT

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

MODIFICATION

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

DELAY OF PAYMENTS

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

VOTING RIGHTS

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

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

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

<PAGE>

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

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

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

DISTRIBUTION OF THE CONTRACTS

Hartford Securities Distribution Company, Inc. ("HSD") serves as Principal 
Underwriter for the securities issued with respect to the Separate Account.  
HSD is a wholly-owned subsidiary of Hartford Life Insurance Company.  HSD is 
registered  with the Commission under the Securities and Exchange Act of 1934 
as a Broker-Dealer and is a member of the National Association of Securities 
Dealers, Inc. ("NASD").

The securities will be sold by insurance and variable annuity agents of ITT 
Hartford who are registered representatives of independent Broker-Dealers who 
have entered into distribution agreements with HSD. These Broker-Dealers are 
registered with the Commission under the Securities Exchange Act of 1934 as a 
Broker-Dealer and are members of  NASD.

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

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

OTHER CONTRACTS OFFERED

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


<PAGE>

CUSTODIAN OF SEPARATE ACCOUNT ASSETS

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

LEGAL PROCEEDINGS

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

LEGAL COUNSEL

Counsel with respect to Federal laws and regulations applicable to the issue 
and sale of the Contracts and with respect to Connecticut law is Lynda 
Godkin, Esquire, General Counsel and Secretary, ITT Hartford Life Insurance 
Companies, P.O. Box 2999, Hartford, Connecticut  06104-2999.

EXPERTS

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

ADDITIONAL INFORMATION

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

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

<PAGE>

                                      APPENDIX I
                                           
                      INFORMATION REGARDING TAX-QUALIFIED PLANS
                                           

The tax rules applicable to tax qualified contract owners, including 
restrictions on contributions and distributions, taxation of distributions 
and tax penalties, vary according to the type of plan as well as the terms 
and conditions of the plan itself.  Various tax penalties may apply to 
contributions in excess of specified limits, to distributions in excess of 
specified limits, distributions which do not satisfy certain requirements and 
certain other transactions with respect to qualified plans.

Accordingly, this summary provides only general information about the tax 
rules associated with use of the Contract by a qualified plan.  Contract 
owners, plan participants and beneficiaries are cautioned that the rights and 
benefits of any person to benefits are controlled by the terms and conditions 
of the plan regardless of the terms and conditions of the Contract.  Some 
qualified plans are subject to distribution and other requirements which are 
not incorporated into ITT Hartford's administrative procedures.  Owners, 
participants and beneficiaries are responsible for determining that 
contributions, distributions and other transactions comply with applicable 
law.  Because of the complexity of these rules, owners, participants and 
beneficiaries are encouraged to consult their own tax advisors as to specific 
tax consequences.

A.  QUALIFIED PENSION PLANS

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

B.  TAX SHELTERED ANNUITIES UNDER SECTION 403(b)

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

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

<PAGE>

    AGREEMENT unless such distribution is made:

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

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

C.  DEFERRED COMPENSATION PLANS UNDER SECTION 457

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

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

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


<PAGE>

D.  INDIVIDUAL RETIREMENT ANNUITIES UNDER SECTION 408

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

    E.   TAX PENALTIES

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

    1.   PREMATURE DISTRIBUTION

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

    2.   MINIMUM DISTRIBUTION TAX

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

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

<PAGE>

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

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

         3.   EXCESS DISTRIBUTION TAX

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

         4.   WITHHOLDING

              Periodic distributions from a qualified plan lasting for a period
              of 10 or more years are generally subject to voluntary income tax
              withholding.  The recipient of periodic distributions may
              generally elect not to have withholding apply or to have income
              taxes withheld at a different rate by providing a completed
              election form.  Otherwise, the amount withheld on such
              distributions is determined at the rate applicable to wages as if
              the recipient were married claiming three exemptions.

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

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

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

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

<PAGE>

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

<PAGE>

THIS FORM MUST BE COMPLETED FOR ALL TAX SHELTERED ANNUITIES.


                        SECTION 403(b)(11) ACKNOWLEDGMENT FORM
                                           

The Hartford Variable Annuity Contract which you have recently purchased is 
subject to certain restrictions imposed by the Tax Reform Act of 1986. 
Contributions to the Contract after December 31, 1989 and any increases in 
cash value after December 31, 1988 may not be distributed to you unless you 
have:

    a.   attained age 59-1/2
    b.   terminated employment
    c.   died, or
    d.   become disabled.

Distributions of post December 31, 1988 contributions may also be made if you 
have experienced a financial hardship.

Also, there may be a 10% penalty tax for distributions made because of 
financial hardship or separation from service.

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

Please complete the following and return to:

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

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


Name of Contract Owner/Participant
Address
City or Plan/School District
Date:

<PAGE>

                                 TABLE OF CONTENTS TO
                          STATEMENT OF ADDITIONAL INFORMATION
                                           

SECTION                                                                PAGE NO.

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

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

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

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

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

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

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

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

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

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

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

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

<PAGE>




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

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

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


Please send a Statement of Additional Information for Separate Account Six to 
me at the following address:


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

- --------------------
Street

- -----------------------------------------------
City/State                            Zip Code

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




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