ITT HARTFORD LIFE & ANNUITY INSURANCE CO SEPARATE ACCT VL II
485BPOS, 1996-05-01
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<PAGE>
                                                               File No. 33-89988

              SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C. 20549
   
                POST-EFFECTIVE AMENDMENT NO. 1
                         TO FORM S-6
    

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

A. Exact name of trust:  Separate Account VL II

B. Name of depositor:  ITT Hartford Life and Annuity Insurance Company

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

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

D. Name and complete address of agent for service:

   Scott K. Richardson, Esq.
   ITT Hartford Life Insurance Companies
   P.O. Box 2999
   
   Hartford,  CT 06104-2999
    

   It is proposed that this filing will become effective:

   _____  immediately upon filing pursuant to paragraph (b) of Rule 485
   
   __X__  on May 1, 1996 pursuant to paragraph (b) of Rule 485
    
   _____  60 days after filing pursuant to paragraph (a)(1) of Rule 485
   
   _____  on May 1, 1996 pursuant to paragraph (a)(1) of Rule 485
    
   _____  this post-effective amendment designates a new effective date for a 
          previously filed post-effective amendment.

E. Title and amount of securities being registered:
   
   Pursuant to Rule 24f-2 under the Investment Company Act of 1940, the 
   Registrant has registered an indefinite amount of securities.  The Rule 24f-2
   Notice for the Registrant's most recent fiscal year was filed on or about
   February 29, 1996.
    
<PAGE>

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

   Not yet determined.

G. Amount of filing fee:  Paid

H. Approximate date of proposed public offering:

   As soon as practicable after the effective date of this registration 
   statement.


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

<PAGE>

                 RECONCILIATION AND TIE BETWEEN
                   FORM N-8B-2 AND PROSPECTUS

Item No. of
Form N-8B-2           CAPTION IN PROSPECTUS
- -----------           ---------------------

    1.                Cover page

    2.                Cover page

    3.                Not applicable

    4.                The Company; Distribution of the Policies

    5.                Summary - Separate Account VL II; Separate 
                      Account VL II - General

    6.                Separate Account VL II - General

    7.                Not required by Form S-6

    8.                Not required by Form S-6

    9.                Legal Proceedings

   10.                Summary; Separate Account VL II - Funds; Detailed
                      Description of Policy Benefits and Provisions - 
                      Application for a Policy; Detailed Description of Policy
                      Benefits and Provisions; Other Matters - Voting Rights,
                      Dividends

   11.                Summary; Separate Account VL II - Funds

   12.                Summary; Separate Account VL II - Funds

   13.                Deductions and Charges from the Account Value; 
                      Distribution of the Policies; Federal Tax Considerations

   14.                Detailed Description of Policy Benefits and Provisions -
                      Application for a Policy

   15.                Detailed Description of Policy Benefits and Provisions -
                      Allocation of Premium Payments

   16.                Separate Account VL II - Funds; Detailed Description of 
                      Policy Benefits and Provisions - Allocation of Premium 
                      Payments

<PAGE>

Item No. of
Form N-8B-2           CAPTION IN PROSPECTUS
- -----------           ---------------------

   17.                Summary; Detailed Description of Policy Benefits and
                      Provisions - Cash Value and Amount Payable on Surrender of
                      the Policy, Right to Examine or Exchange the Policy and
                      Surrender

   18.                Separate Account VL II - Funds; Deduction and Charges from
                      the Account Value; Federal Tax Considerations

   19.                Other Matters - Statements to Policy Owners

   20.                Not applicable

   21.                Detailed Description of Policy Benefits and Provisions - 
                      Policy Loans

   22.                Not applicable

   23.                Safekeeping of the Separate Account Assets

   24.                Other Matters - Assignment

   25.                The Company

   26.                Not applicable

   27.                The Company

   28.                The Company; Management

   29.                The Company

   30.                Not applicable

   31.                Not applicable

   32.                Not applicable

   33.                Not applicable

   34.                Not applicable

<PAGE>

Item No. of
Form N-8B-2           CAPTION IN PROSPECTUS
- -----------           ---------------------

   35.                Distribution of the Policies

   36.                Not required by Form S-6
   
   37.                Not applicable

   38.                Distribution of the Policies

   39.                The Company; Distribution of the Policies

   40.                Not applicable

   41.                The Company; Distribution of the Policies

   42.                Not applicable

   43.                Not applicable

   44.                Detailed Description of Policy Benefits and Provisions - 
                      Allocation of Premium Payments

   45.                Not applicable

   46.                Detailed Description of Policy Benefits and Provision - 
                      Cash Value

   47.                Separate Account VL II - Funds

   48.                Cover page; The Company

   49.                Not applicable

   50.                Separate Account VL II - General

   51.                Summary; The Company; Detailed Description of Policy
                      Benefits and Provisions; Other Matters - Beneficiary

   52.                Separate Account VL II - Funds, Investment Advisers

   53.                Federal Tax Considerations

   54.                Not applicable

<PAGE>

Item No. of
Form N-8B-2           CAPTION IN PROSPECTUS
- -----------           ---------------------

   55.                Not applicable

   56.                Not required by Form S-6

   57.                Not required by Form S-6

   58.                Not required by Form S-6

   59.                Not required by Form S-6
<PAGE>
 
   
     ITT HARTFORD
     LIFE AND ANNUITY INSURANCE COMPANY
     P.O. Box 2999
     Hartford, CT 06104-2999
     Telephone (800) 231-5453
     STAG LAST SURVIVOR
     Flexible Premium
     Variable Life Insurance Policies
 
    [LOGO]
 
    
 
     This  Prospectus describes  last survivor  flexible premium  variable life
 insurance policies (the "Policies", and each individually a "Policy")  offered
 by  ITT  Hartford  Life  and Annuity  Insurance  Company  ("ITT  Hartford") to
 applicants generally between ages  20 and 80 respecting  both Insureds. For  a
 given  amount  of  Death  Benefit  chosen, the  Purchaser  of  the  Policy has
 considerable flexibility  in  selecting  the  timing  and  amount  of  premium
 payments.
 
     The  Policies provide for a Death Benefit payable at the death of the last
 surviving Insured. The  Policy Owner  may select  one of  three Death  Benefit
 Options;  a level  amount equal  to the Face  Amount ("Option  A"), a variable
 amount equal to  the Face Amount  plus the  Account Value ("Option  B"), or  a
 variable  amount equal to the  Face Amount plus a  return of premiums ("Option
 C"). The required minimum initial (Basic) Face Amount is generally $100,000.
 
     Under all three options, the  Policies have Account Values which  increase
 with  the  payment of  each premium  and  which decrease  to reflect  fees and
 charges made by ITT  Hartford. These fees and  charges vary depending on  such
 factors  as the  Face Amount, the  ages of the  Insureds and the  level of the
 premiums paid. The  Account Value of  a Policy will  also vary up  or down  to
 reflect the investment experience of the Funds to which the premium payment(s)
 has  been allocated, and  the Policy Owner  bears the investment  risk for all
 amounts so allocated.
 
     If a Policy is surrendered during  the first two Policy Years, the  Policy
 Owner  may be entitled to a refund of  loads in addition to the Cash Surrender
 Value.
 
     There is no guaranteed  minimum Account Value for  a Policy. If the  Death
 Benefit  guarantee is in effect  (see "Death Benefit" on  page 14), the Policy
 will not lapse due to poor investment performance.
 
   
     The initial premium will be allocated to Hartford Money Market Sub-Account
 and after the  Right to  Examine Period  has expired, to  one or  more of  the
 Sub-Accounts  or  to the  Fixed  Account as  specified  in the  Policy Owner's
 application. The  Funds underlying  the Sub-Accounts  presently are:  Hartford
 Advisers  Fund, Inc., Hartford Bond  Fund, Inc., Hartford Capital Appreciation
 Fund, Inc.,  Hartford Dividend  and Growth  Fund, Inc.,  Hartford Index  Fund,
 Inc.,  Hartford  International  Opportunities  Fund,  Inc.,  Hartford Mortgage
 Securities Fund, Inc., Hartford Stock Fund,  Inc., and HVA Money Market  Fund,
 Inc. managed by Hartford Investment Management Company (the "Hartford Funds");
 PCM  Diversified Income  Fund, PCM  Global Asset  Allocation Fund,  PCM Global
 Growth Fund, PCM Growth and Income Fund, PCM High Yield Fund, PCM Money Market
 Fund, PCM New Opportunities  Fund, PCM U.S. Government  and High Quality  Bond
 Fund,  PCM Utilities Growth and  Income Fund, and PCM  Voyager Fund managed by
 Putnam Investment Management, Inc. (the "Putnam Funds"); and the Equity-Income
 Portfolio, Overseas  Portfolio  and  Asset Manager  Portfolio  (the  "Fidelity
 Funds") managed by Fidelity Management & Research Company.
    
 
   
     These Policies are subject to a Front-End Sales Load which is set forth in
 the section entitled "Deductions from the Premium" on page 18.
    
 ------------------------------------------------------------------------------
 
 IT  MAY  NOT  BE  ADVANTAGEOUS  TO  PURCHASE  FLEXIBLE  PREMIUM  VARIABLE LIFE
 INSURANCE AS A REPLACEMENT FOR YOUR  CURRENT LIFE INSURANCE OR IF YOU  ALREADY
 OWN A FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY.
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 THIS  PROSPECTUS IS VALID  ONLY IF ACCOMPANIED BY  THE CURRENT PROSPECTUSES OF
 THE APPLICABLE ELIGIBLE FUNDS WHICH CONTAIN A FULL DESCRIPTION OF THOSE FUNDS.
 ALL PROSPECTUSES SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE.
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 THESE SECURITIES HAVE NOT BEEN APPROVED  OR DISAPPROVED BY THE SECURITIES  AND
 EXCHANGE  COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
 AND EXCHANGE COMMISSION  OR ANY  STATE SECURITIES COMMISSION  PASSED UPON  THE
 ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
 A CRIMINAL OFFENSE.
 ------------------------------------------------------------------------------
 
   
 The date of this Prospectus is May 1, 1996.
    
<PAGE>
                               TABLE OF CONTENTS
 
   
<TABLE>
<CAPTION>
                                                                           PAGE
 <S>                                                                       <C>
 SPECIAL TERMS...........................................................    4
 SUMMARY.................................................................    6
 DETAILED DESCRIPTION OF POLICY BENEFITS AND PROVISIONS..................   10
   General...............................................................   10
   Premiums..............................................................   10
     Premium Payment Flexibility.........................................   10
     Allocation of Premium Payments......................................   10
     Accumulation Units..................................................   10
     Accumulation Unit Values............................................   11
     Premium Limitation..................................................   11
     Account Values......................................................   11
     Amount Payable on Surrender of the Policy...........................   11
     Load Refund.........................................................   11
     Partial Withdrawals.................................................   12
   Transfers of Account Value............................................   12
     Amount and Frequency of Transfers...................................   12
     Transfers to or from Sub-Accounts...................................   12
     Transfers from the Fixed Account....................................   13
   Policy Loans..........................................................   13
     Loan Interest.......................................................   13
     Credited Interest...................................................   13
     Preferred Loan......................................................   13
     Loan Repayments.....................................................   13
     Termination Due to Excessive Indebtedness...........................   13
     Effect of Loans on Account Value....................................   13
   Death Benefit.........................................................   14
     Death Benefit Options...............................................   14
     Option Change.......................................................   14
     Death Benefit Guarantee.............................................   14
     Minimum Death Benefit...............................................   15
     Supplemental Face Amount............................................   15
     Unscheduled Increases and Decreases in Face Amount..................   15
   Benefits at Maturity..................................................   15
   Lapse and Reinstatement...............................................   16
     Policy Lapse and Grace Period.......................................   16
     Death Benefit Guarantee Default and Grace Period....................   16
     Reinstatement.......................................................   16
   The Right to Examine or Exchange the Policy...........................   17
   Surrender.............................................................   17
   Valuation of Payments and Transfers...................................   17
   Application for a Policy..............................................   17
   Reduced Charges for Eligible Groups...................................   18
   Deductions from the Premium...........................................   18
     Premium Processing Charge...........................................   18
     Premium Tax Charge and Federal Tax Charge...........................   18
     Front End Sales Load................................................   18
     Examples of Front End Sales Loads/Impact of Refund of Load..........   19
   Deductions and Charges from the Account Value.........................   19
     Monthly Deduction Amounts...........................................   19
     Charges Against the Funds...........................................   21
     Taxes...............................................................   22
 THE COMPANY.............................................................   22
 SEPARATE ACCOUNT VL II..................................................   23
   General...............................................................   23
</TABLE>
    
 
                                       2
<PAGE>
   
<TABLE>
 <S>                                                                       <C>
   Funds.................................................................   23
     Hartford Funds......................................................   23
     Putnam Funds........................................................   24
     Fidelity Funds......................................................   25
   Investment Adviser....................................................   26
     Hartford Funds......................................................   26
     Putnam Funds........................................................   27
     Fidelity Funds......................................................   27
 THE FIXED ACCOUNT.......................................................   27
 OTHER MATTERS...........................................................   27
   Voting Rights.........................................................   27
   Statements to Policy Owners...........................................   28
   Limit on Right to Contest.............................................   28
   Misstatement as to Age................................................   28
   Payment Options.......................................................   28
   Beneficiary...........................................................   29
   Assignment............................................................   29
   Dividends.............................................................   29
 SUPPLEMENTAL BENEFITS...................................................   29
   Last Survivor Exchange Option Rider...................................   29
   Estate Protection Rider...............................................   30
   Maturity Date Extension Rider.........................................   30
   Yearly Renewable Term Life Insurance Rider............................   30
 EXECUTIVE OFFICERS AND DIRECTORS........................................   31
 DISTRIBUTION OF THE POLICIES............................................   33
 SAFEKEEPING OF SEPARATE ACCOUNT VL II'S ASSETS..........................   33
 FEDERAL TAX CONSIDERATIONS..............................................   33
   General...............................................................   33
   Taxation of ITT Hartford and the Separate Account.....................   34
   Income Taxation of Policy Benefits....................................   34
   Modified Endowment Contracts..........................................   34
   Estate and Generation Skipping Taxes..................................   35
   Diversification Requirements..........................................   35
   Ownership of the Assets in the Separate Account.......................   36
   Life Insurance Purchased for Use in Split Dollar Arrangements.........   36
   Federal Income Tax Withholding........................................   36
   Non-Individual Ownership of Policies..................................   36
   Other.................................................................   37
   Life Insurance Purchases by Nonresident Aliens and Foreign
    Corporation..........................................................   37
 LEGAL PROCEEDINGS.......................................................   37
 LEGAL MATTERS...........................................................   37
 EXPERTS.................................................................   37
 REGISTRATION STATEMENT..................................................   37
 APPENDIX A -- ILLUSTRATION OF DEATH BENEFITS, ACCOUNT VALUES AND CASH
    SURRENDER VALUES.....................................................   38
 FINANCIAL STATEMENTS....................................................   51
</TABLE>
    
 
                THE POLICIES MAY NOT BE AVAILABLE IN ALL STATES.
 
    THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH  OFFERING MAY NOT BE LAWFULLY MADE. NO DEALER OR OTHER PERSON IS AUTHORIZED
TO GIVE ANY  INFORMATION OR  MAKE ANY  REPRESENTATIONS IN  CONNECTION WITH  THIS
OFFERING  OTHER THAN THOSE CONTAINED  IN THIS PROSPECTUS AND,  IF GIVEN OR MADE,
SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED ON.
 
                                       3
<PAGE>
                                 SPECIAL TERMS
As used in this Prospectus, the following terms have the indicated meanings:
 
ACCOUNT VALUE: Value used to determine certain Policy benefits and charges.
 
ACCUMULATION  UNIT: An accounting unit of measure used to calculate the value of
a Sub-Account.
 
ANNUAL DEATH BENEFIT GUARANTEE PREMIUM: An annual amount of premium shown in the
Policy's specifications page  required to  keep the Death  Benefit guarantee  in
effect and used to calculate the Cumulative Death Benefit Guarantee Premium.
 
ATTRIBUTABLE:  In calculating  the front-end  sales load,  agent commissions and
mortality and expense risk charge, premiums (in the case of the front-end  sales
load or commissions) and Account Value (in the case of the mortality and expense
risk  charge) are  Attributable to the  Basic Face Amount  and Supplemental Face
Amount in the  same ratio that  the initial  Basic Face Amount  and the  initial
Supplemental  Face Amount each  bear, respectively, to  the initial Face Amount.
For example, if 60%  of Your initial Face  Amount represented Basic Face  Amount
and  40% represented Supplemental Face Amount, then  60% of each premium (in the
case of the sales load or commissions) or 60% of Your Account Value (in the case
of the mortality and expense risk  charge) is Attributable to Basic Face  Amount
and the remaining 40% is Attributable to Supplemental Face Amount.
 
BASIC  FACE AMOUNT: On the Policy Date, the Basic Face Amount equals the initial
Basic Face Amount. Thereafter it may change in accordance with the terms of  the
Policy.
 
CASH SURRENDER VALUE: Account Value less all Indebtedness.
 
CODE: The Internal Revenue Code of 1986, as amended.
 
COST OF INSURANCE: An amount deducted as part of the Monthly Deduction Amount to
help cover ITT Hartford's anticipated mortality costs and other expenses.
 
CUMULATIVE  DEATH BENEFIT GUARANTEE PREMIUM: The  sum of the number of completed
Policy Years plus the completed portion of the current Policy Year (expressed as
the number of  completed months  divided by  twelve), multiplied  by the  Annual
Death Benefit Guarantee Premium.
 
DATE  OF ISSUE: The date from  which the Suicide and Incontestability provisions
are measured.
 
DEATH BENEFIT: On  the Policy Date,  the Death Benefit  equals the Face  Amount.
Thereafter it may change in accordance with the terms of the Policy.
 
DEATH  BENEFIT OPTION:  The Death  Benefit Option  in effect  determines how the
Death Benefit  is  calculated. The  three  Death Benefit  Options  provided  are
described in the Death Benefit section of this Prospectus.
 
DEATH  PROCEEDS: The amount which We will pay on the death of the last surviving
Insured. This amount equals the Death Benefit less any Indebtedness and less any
due and unpaid Monthly Deduction Amount occurring during a Grace Period.
 
FACE AMOUNT: The Basic Face Amount plus the Supplemental Face Amount.
 
FIXED ACCOUNT: Portion of Account Value  invested in the General Account of  ITT
Hartford.
 
FUNDS:  The registered open-end management  investment companies in which assets
of the Separate Account may be invested.
 
GENERAL ACCOUNT: All assets  of ITT Hartford other  than those allocated to  its
separate accounts.
 
GUIDELINE  ANNUAL PREMIUM: The level annual premium payment necessary to provide
the future  benefits  under  the  Policy  through  maturity,  based  on  certain
assumptions  specified  under  the Federal  Securities  laws.  These assumptions
include mortality charges  based on  the 1980  Commissioners' Standard  Ordinary
Mortality  Smoker or Nonsmoker  Table, age last birthday,  an assumed annual net
rate of return of 5% per year, and deduction of the guaranteed fees and  charges
specified  in  the Policy.  For  purposes of  the  Policy, the  Guideline Annual
Premium is used only in limiting front-end sales loads.
 
ITT HARTFORD: ITT Hartford Life and Annuity Insurance Company.
 
IN WRITING: In a written form satisfying to Us.
 
                                       4
<PAGE>
INDEBTEDNESS: The outstanding loan on the Policy, including any interest due  or
accrued.
 
INSUREDS: The two persons on whose lives the Policy is issued.
 
ISSUE  AGE: As  of the  Policy Date,  the age  of each  Insured on  his/her last
birthday.
 
LOAN ACCOUNT: An account established for any amounts transferred from the  Fixed
Account  and Sub-Accounts  as a  result of loans.  The account  is credited with
interest and is not based on the investment experience of the Separate Account.
 
MATURITY DATE: The date on which the Policy will mature.
 
MONTHLY ACTIVITY DATE:  The Policy  Date and the  same date  in each  succeeding
month as the Policy Date except that whenever the Monthly Activity Date falls on
a  date other than a Valuation Day, the Monthly Activity Date will be deemed the
next Valuation Day.
 
MONTHLY DEDUCTION AMOUNT: The fees and  charges deducted from the Account  Value
on the Monthly Activity Date.
 
NATIONAL SERVICE CENTER: Located in Minneapolis, Minnesota.
 
NET PREMIUM: The amount of premium actually credited to the Account Value.
 
PLANNED  PREMIUMS: The amount of premiums that You intend to pay as indicated on
the application and shown on the Policy's specifications page.
 
POLICY: A last survivor flexible premium variable life insurance contract issued
by ITT Hartford, as described in this Prospectus.
 
POLICY ANNIVERSARY: An anniversary of the Policy Date.
 
POLICY DATE:  The date  from which  Policy Anniversaries  and Policy  Years  are
determined.
 
POLICY  LOAN RATE: The  interest rate charged  on Policy loans,  as shown in the
Policy.
 
POLICY OWNER: The person having rights  to benefits under the Policy during  the
lifetime  of the two  Insureds; the Policy  Owner may or  may not be  one of the
Insureds.
 
POLICY YEARS: Annual periods computed from the Policy Date.
 
PRO RATA BASIS:  An allocation  method based on  the proportion  of the  Account
Value in the Fixed Account and each Sub-Account.
 
SEPARATE  ACCOUNT: An account established by ITT Hartford to separate the assets
funding the Policies from other assets of ITT Hartford; in this case,  "Separate
Account VL II."
 
SUB-ACCOUNT: The subdivisions of the Separate Account.
 
SUPPLEMENTAL  FACE AMOUNT: On  the Policy Date, the  Supplemental Face Amount is
shown on the  Policy's specifications  page. Thereafter,  the Supplemental  Face
Amount may change according to the terms of the Policy.
 
TARGET  PREMIUM: The amount  of level premium  required to support  a whole life
insurance policy with a net interest rate of 5%, assuming that the initial  Face
Amount is entirely Basic Face Amount. The Policy charges used in determining the
level premium amount are maximum guaranteed cost of insurance rates for standard
risks,  actual premium tax rates, a 1.25% premium charge for processing, a 1.25%
premium charge for federal tax and  other maximum policy deductions or  charges,
exclusive of any additional rider charges.
 
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.
 
YOU, YOUR: The Owner of the Policy.
 
WE, US, OUR: ITT Hartford Life and Annuity Insurance Company.
 
                                       5
<PAGE>
                                    SUMMARY
 
THE POLICY
 
   
    The  last survivor flexible premium variable life insurance Policies offered
by this Prospectus are funded by a  Fixed Account and Separate Account VL II,  a
separate  account established by ITT  Hartford pursuant to Connecticut insurance
law and organized  as a unit  investment trust registered  under the  Investment
Company Act of 1940. Separate Account VL II is presently comprised of twenty-two
sub-accounts (the "Sub-Accounts" and each individually a "Sub-Account"), each of
which  invests exclusively in one of the underlying Funds. If an initial premium
is submitted with  an application for  a Policy,  it will be  allocated, to  the
Hartford  Money Market Sub-Account. At a later  date, the values in the Hartford
Money Market Sub-Account will be allocated to one or more of the Sub-Accounts or
the Fixed Account  as specified in  the Policy Owner's  application. This  later
date is the latest of 45 days after the application is signed, ten days after We
mail  or personally  delivery a  Notice of Withdrawal  Right, ten  days after We
receive the premium and  the date We  receive the final  requirement to put  the
Policy  in force. The Policies are credited with units ("Accumulation Units") in
each selected Sub-Account, the  assets of which are  invested in the  applicable
Fund. A Policy Owner may transfer the funds among the Sub-Accounts and the Fixed
Account  subject  to a  transfer  charge. See  "Transfers  of Account  Value" of
Detailed Description of Policy Benefits and Provisions, page 10.
    
 
    The Policies  are first  and  foremost life  insurance policies  with  death
benefits,  cash values,  and other  features traditionally  associated with life
insurance. The Policies are  called "last survivor"  because the Death  Proceeds
are  paid on the  death of the  last surviving Insured.  The Policies are called
"flexible premium" because, once the desired level and pattern of death benefits
have been determined, a Purchaser  has considerable flexibility in choosing  the
timing  and amount  of premium  to be paid.  The Policies  are called "variable"
because, unlike the fixed benefits of  an ordinary whole life insurance  policy,
the  Account  Value  will,  and  the Death  Benefit  may,  increase  or decrease
depending on  the  investment experience  of  the  Funds to  which  the  premium
payment(s) has been allocated.
 
POLICY DESIGN OPTIONS
 
    The  options in the Policy are structured  to give a Purchaser and his sales
agent the ability to  select a Policy tailor-made  for the Purchaser's  specific
life insurance needs.
 
    The Policy options which give the Purchaser such flexibility fall into three
major categories:
 
    1. Death  Benefit Options  -- These  allow the  Purchaser to  select various
       levels and patterns of Death Benefits.
 
   
    2. Investment  Options  --  Currently,  the  Purchaser  has  the  choice  of
       allocating  the Policy's Account  Value among up to  nine of the Policy's
       twenty-two investment  options.  (ITT  Hartford  reserves  the  right  to
       increase  the number of allocable investment  options to more than nine.)
       These include the twenty-two variable Sub-Accounts and the Fixed Account.
    
 
    3. Premium Options -- The  Purchaser has the  flexibility to choose,  within
       limits, the amount of the initial premium and the amount and frequency of
       subsequent premiums.
 
DEATH BENEFIT
 
    The Policies provide for three Death Benefit Options. These can be level and
equal  to the Face Amount  ("Option A"), the Face  Amount plus Return of Account
Value ("Option B") or the  Face Amount plus Return  of Premium ("Option C").  At
the  death of the last surviving Insured, We  will pay the Death Proceeds to the
Beneficiary. The Death Proceeds  equal the Death  Benefit less any  Indebtedness
under  the Policy and less any due and unpaid Monthly Deduction Amount occurring
during a Grace Period. You may also select Supplemental Face Amount coverage  in
the  application.  Scheduled and  unscheduled increases  in  Face Amount  may be
requested. See "Detailed Description of  Policy Benefits and Provision --  Death
Benefit," page 10.
 
PREMIUM
 
    You  have considerable flexibility  as to when  and in what  amounts You pay
premiums.
 
    Prior to issue, You can choose a Planned Premium, within a range  determined
by  ITT Hartford based on  the Face Amount and  each Insured's sex (except where
unisex rates apply), Issue Age and risk classification.
 
                                       6
<PAGE>
    The Policy will not lapse as long as the Cash Surrender Value is  sufficient
to  cover the  Monthly Deduction  Amounts or the  Death Benefit  guarantee is in
effect.
 
    The minimum subsequent premium  is $50. We reserve  the right to refund  the
excess  premium  payments  that would  cause  the  Policy not  to  meet  the tax
qualification guidelines for life insurance  under the Internal Revenue Code  of
1986, as amended.
 
    There  are circumstances, usually if a  Policy Owner wants to prefund future
benefits in seven years or less, when the Policy may become a Modified Endowment
Contract  under  federal  tax  law.  If  it  does,  loans  and  other  pre-death
distributions  are includable  in gross income  on an income-first  basis. A 10%
penalty tax may be imposed on income distributed before the Policy Owner attains
age 59 1/2. Prospective  Purchasers and Policy Owners  are advised to consult  a
qualified  tax adviser  before taking steps  that may affect  whether the Policy
becomes a  Modified  Endowment  Contract. See  "Federal  Tax  Considerations  --
Modified Endowment Contract" for a discussion of the "seven pay test", page 34.
 
SEPARATE ACCOUNT VL II
 
   
    Separate  Account VL  II is a  separate account established  by ITT Hartford
pursuant to the insurance laws  of the State of  Connecticut and organized as  a
registered  unit  investment trust  under the  Investment  Company Act  of 1940.
Separate Account VL II meets the definition of "separate account" under  federal
securities  law. Separate  Account VL II  is comprised of  Sub-Accounts, each of
which invests  exclusively  in one  of  the Funds.  Each  ITT Hartford  Fund  is
organized  as a  corporation under the  laws of the  State of Maryland  and is a
diversified  open-end  management  investment   company  registered  under   the
Investment Company Act of 1940. The Putnam Funds are organized as Putnam Capital
Manager  Trust, a Massachusetts business trust  organized on September 24, 1987,
and is a open-end, series investment  company with multiple portfolios or  funds
registered  under the Investment Company Act of 1940. The Fidelity Funds involve
two diversified  open-end management  investment companies,  each with  multiple
portfolios  and organized as  a Massachusetts business  trust. The Equity-Income
Portfolio and  Overseas  Portfolio  are portfolios  of  the  Variable  Insurance
Products  Fund, organized on November 13, 1981. The Asset Manager Portfolio is a
portfolio of the  Variable Insurance Products  Fund II, organized  on March  21,
1988.  Registration under  the Investment Company  Act of 1940  does not involve
supervision of  the  management  or  investment practices  or  policies  by  the
Commission.  The shares of the  Funds are sold to Separate  Account VL II and to
other separate accounts  of ITT Hartford  or its affiliates  which fund  similar
annuity or life insurance products.
    
 
    Currently,  the Funds are Hartford Advisers  Fund, Inc., Hartford Bond Fund,
Inc., Hartford Capital  Appreciation Fund,  Inc., Hartford  Dividend and  Growth
Fund,  Inc.,  Hartford Index  Fund,  Inc., Hartford  International Opportunities
Fund, Inc., Hartford Mortgage Securities Fund, Inc., Hartford Stock Fund,  Inc.,
and  HVA Money Market Fund, Inc.; PCM Diversified Income Fund, PCM Global Growth
Fund, PCM Growth and Income  Fund, PCM High Yield  Fund, PCM Money Market  Fund,
PCM  New  Opportunities  Fund,  PCM  Global  Asset  Allocation  Fund,  PCM  U.S.
Government and High Quality Bond Fund, PCM Utilities Growth and Income Fund, and
PCM Voyager Fund; and the Equity-Income Portfolio, Overseas Portfolio and  Asset
Manager Portfolio. Applicants should read the prospectuses for each of the Funds
accompanying  this Prospectus in  connection with the purchase  of a Policy. The
investment objectives of each of the Funds are as set forth in "Separate Account
VL II," page 23.
 
   
    Total fund operating expenses in 1995, including management fees, were  .65%
for  Hartford Advisers Fund;  .68% for Hartford  Capital Appreciation Fund; .53%
for Hartford Bond  Fund; .77% for  Hartford Dividend and  Growth Fund; .39%  for
Hartford  Index Fund; .86%  for Hartford International  Opportunities Fund; .47%
for Hartford Mortgage Securities  Fund; .48% for Hartford  Stock Fund; .45%  for
HVA Money Market Fund; .85% for PCM Diversified Income Fund; .84% for PCM Global
Asset  Allocation Fund; .75% for PCM Global Growth Fund; .57% for PCM Growth and
Income Fund; .79% for PCM High Yield Fund; .57% for PCM Money Market Fund;  .84%
for  PCM New Opportunities Fund;  .70% for PCM U.S.  Government and High Quality
Bond Fund; .78% for PCM Utilities Growth  and Income Fund; .68% for PCM  Voyager
Fund;  .61% for Equity-Income  Portfolio; .91% for  Overseas Portfolio; and .81%
for Asset Manager Portfolio.
    
 
   
    The investment adviser  for the  Hartford Funds is  The Hartford  Investment
Management  Company,  a  wholly-owned  subsidiary  of  Hartford  Life  Insurance
Company. The Hartford  Investment Management Company,  retains a  sub-investment
adviser  with respect  to some  of the  Funds. The  Putnam Funds  are advised by
Putnam Investment Management, Inc., a subsidiary of Putnam Investments, Inc. The
Fidelity Funds  are  managed by  Fidelity  Management &  Research  Company.  See
"Separate Account VL II," page 23.
    
 
                                       7
<PAGE>
FIXED ACCOUNT
 
    Premium  payments and Account  Values allocated to  the Fixed Account become
part of the general assets of ITT  Hartford. ITT Hartford invests the assets  of
the  General Account in accordance with applicable law governing the investments
of insurance company general accounts.
 
DEDUCTIONS FROM THE PREMIUM
 
    Before the allocation of the premium to the Account Value, a deduction as  a
percentage of premium is made for the premium processing charge, premium tax and
federal  tax  charge  and  front-end  sales load.  The  amount  of  each premium
allocated to the Account Value is Your Net Premium.
 
PREMIUM PROCESSING CHARGE
 
    A 1.25% charge is deducted from each premium payment for premium  collection
costs and premium and Policy processing costs.
 
PREMIUM TAX CHARGE AND FEDERAL TAX CHARGE
 
    We  deduct as  a premium tax  charge a  percentage of each  premium to cover
premium-based taxes assessed against ITT Hartford. This percentage will vary  by
locale depending on the tax rates in effect there and is based on the actual tax
imposed. The range is generally between 0% and 4%.
 
    We  also deduct a current charge of  1.25% of each premium for federal taxes
imposed under Section 848 of the Code.
 
FRONT-END SALES LOAD
 
    The front-end sales load is a charge deducted from each premium. The current
and maximum front-end  sales load for  premiums Attributable to  the Basic  Face
Amount  up to the Target Premium is 50%  in the first Policy Year, 15% in Policy
Years 2 through 5, 10% in Policy Years  6 through 10, and 2% in Policy Years  11
through 20. After Policy Year 20, the current front-end sales load is 0%, with a
maximum of 2%.
 
    The  current and maximum  front-end sales load  for premiums Attributable to
the Basic Face Amount in excess of the Target Premium is 9% in Policy Year 1, 4%
in Policy Years 2 through 10 and 2% in Policy Years 11 through 20. After  Policy
Year 20, the current front-end sales load is 0%, with a maximum of 2%.
 
    The  current and maximum front-end sales  load for all premiums Attributable
to the Supplemental Face  Amount is 4% in  Policy Years 1 through  10 and 2%  in
Policy  Years 11 through 20.  After Policy Year 20,  the current front-end sales
load is 0%, with a maximum of 2%.
 
    Front-end sales  loads  which  cover  expenses  relating  to  the  sale  and
distribution  of the Policies may  be reduced for certain  sales of the Policies
under circumstances which may result in  savings of such sales and  distribution
expenses.
 
DEDUCTIONS AND CHARGES FROM THE ACCOUNT VALUE
 
    We  will subtract amounts from Your Account Value to provide for the Monthly
Deduction Amount. These will be taken on a Pro Rata Basis from the Fixed Account
and Sub-Accounts on each Monthly Activity Date.
 
    The Monthly Deduction Amount equals:
 
    (a) the Cost of Insurance; plus
 
    (b) the charges for additional benefits provided by rider, if any; plus
 
    (c) the charges for "special" insurance class rating, if any; plus
 
    (d) the Monthly Administrative Fee and Issue Charge; plus
 
    (e) the Mortality and Expense Risk Charge, plus
 
    (f) any Face Amount increase fee.
 
    ITT Hartford may also set up a provision for income taxes against the assets
of Separate Account VL II. See "Deductions and Charges from the Account  Value,"
page 19 and "Federal Tax Considerations," page 33.
 
                                       8
<PAGE>
    Applicants should review the prospectuses for the Funds which accompany this
Prospectus  for a description of the charges assessed against the assets of each
of the Funds.
 
ACCOUNT VALUE
 
    As with many other types of insurance policies, each Policy will have a cash
value ("Account  Value"). The  Account  Value of  the  Policy will  increase  or
decrease to reflect the interest credited to the Fixed Account and Loan Account,
investment   experience  of  the  Sub-Accounts  applicable  to  the  Policy  and
deductions for  the Monthly  Deduction Amount.  There is  no minimum  guaranteed
Account  Value and  the Policy  Owner bears  the risk  of the  investment in the
Funds. However, if the Death Benefit guarantee is in effect, the Policy will not
lapse due  to poor  investment  performance. See  "Detailed Description  of  the
Policy Benefits and Provisions -- Account Values," page 11.
 
POLICY LOAN
 
    A Policy Owner may obtain a cash loan from ITT Hartford. The loan is secured
by  the Policy. At the time a loan is requested, the Indebtedness (including the
currently applied  for  loan) may  not  exceed 90%  of  the Account  Value.  See
"Detailed  Description of Policy Benefits and  Provisions -- Policy Loans," page
13.
 
CHARGES AGAINST THE FUNDS
 
    Separate Account VL II purchases shares of the Funds at net asset value. The
net asset  value  of the  Fund  shares  reflects investment  advisory  fees  and
administrative and other expenses already deducted from the assets of the Funds.
These charges are described herein. See "Charges Against the Funds", page 21.
 
THE RIGHT TO EXAMINE OR EXCHANGE THE POLICY
 
    An  applicant  has  a  limited  right  to  return  his  or  her  Policy  for
cancellation. If the applicant returns the Policy within ten days after delivery
of the  Policy,  ten days  after  We mail  or  personally deliver  a  Notice  of
Withdrawal  Right,  or  within  45 days  after  completion  of  the application,
whichever is latest (subject to applicable state regulation), ITT Hartford  will
return  to  the applicant,  within  seven days  thereafter,  the greater  of the
premium paid, less any Indebtedness, or the  sum of (1) the Account Value,  less
any Indebtedness, on the date the returned Policy is received by ITT Hartford or
its agent and (2) any deductions under Policy or by the Funds for taxes, charges
or fees.
 
    In  addition, once the  Policy is in  effect it may  be exchanged during the
first 24 months after its  Date of Issue for  a non-variable last survivor  life
insurance  policy offered by Us  on the life of  the Insureds without submitting
proof of insurability.
 
SURRENDER
 
    At any time  prior to  the Maturity  Date, provided  the Policy  has a  Cash
Surrender  Value, You  may surrender  the Policy.  See "Detailed  Description of
Policy Benefits and Provisions," and "Surrender", pages 17.
 
TAX CONSEQUENCES
 
    The current federal tax  law generally excludes  all death benefit  payments
from   the  gross   income  of   the  Policy   Beneficiary.  See   "Federal  Tax
Considerations," page 33.
 
                                       9
<PAGE>
                         DETAILED DESCRIPTION OF POLICY
                            BENEFITS AND PROVISIONS
 
                                    GENERAL
 
    This Prospectus describes  a last  survivor flexible  premium variable  life
insurance  policy where the Purchaser of the Policy has considerable flexibility
in selecting the timing and amount of premium payments.
 
                                    PREMIUMS
 
PREMIUM PAYMENT FLEXIBILITY
 
    You have considerable  flexibility as to  when and in  what amounts You  pay
premiums.
 
    Prior  to issue, You can choose a Planned Premium, within a range determined
by ITT Hartford based on  the Face Amount and  each Insured's sex (except  where
unisex rates apply), Issue Age and risk classification. We will send You premium
notices  for Planned  Premiums. The  notices may be  sent at  12, 6,  or 3 month
intervals. You may also have  premiums automatically deducted monthly from  Your
checking  account. The Planned Premiums and  payment mode You selected are shown
on the Policy's  specifications page 10.  You may change  the Planned  Premiums,
subject to Our minimum amount rules then in effect.
 
    The  Policy will not lapse as long as the Cash Surrender Value is sufficient
to cover the  Monthly Deduction  Amounts or the  Death Benefit  guarantee is  in
effect.
 
    See also "Lapse and Reinstatement" on page 16 for more details.
 
ALLOCATION OF PREMIUM PAYMENTS
 
    The  initial  Net Premium  will be  allocated to  the Hartford  Money Market
Sub-Account on the later of the Policy Date or the date We receive the premium.
 
    The value in this Hartford Money  Market Sub-Account will then be  allocated
to  the  Fixed  Account and  Sub-Accounts  according to  the  premium allocation
specified in the application on the latest  of 45 days after the application  is
signed,  ten  days after  We  receive the  premium, ten  days  after We  mail or
personally deliver a  Notice of  Withdrawal Right and  the date  We receive  the
final requirement to put the Policy in force.
 
    Any  additional  Net Premiums  received by  Us  prior to  such date  will be
allocated to the Hartford Money Market Sub-Account.
 
   
    Upon written  request,  You  may change  the  premium  allocation.  Portions
allocated to the Fixed Account and Sub-Accounts must be whole percentages of 10%
or  more. Subsequent  Net Premiums  will be allocated  to the  Fixed Account and
Sub-Accounts  according  to  Your  most  recent  instructions,  subject  to  the
following.  Currently, the Account Value  may be allocated to  no more than nine
Sub-Accounts. (ITT  Hartford  reserves  the  right to  increase  the  number  of
allocable investment options beyond nine.) If We receive a premium and Your most
recent  allocation instructions would violate this requirement, We will allocate
the Net Premium to the Fixed Account and Sub-Accounts on a Pro Rata Basis.
    
 
    The Policy Owner receives several different types of notification as to what
his current premium allocation is. The  initial allocation chosen by the  Policy
Owner  is shown  in the  Policy. And,  each transactional  confirmation received
after a  premium payment  will show  how  that premium  has been  allocated.  In
addition,  each quarterly statement summarizes the current premium allocation in
effect for that Policy.
 
ACCUMULATION UNITS
 
    Net Premiums allocated to the  Sub-Accounts are used to credit  Accumulation
Units to those Sub-Accounts.
 
    The  number of Accumulation  Units in each  Sub-Account to be  credited to a
Policy (including the initial allocation  to Hartford Money Market  Sub-Account)
and the amount credited to the Fixed Account will be
 
                                       10
<PAGE>
determined  first by multiplying  the Net Premium  by the appropriate allocation
percentage to  determine the  portion to  be invested  in the  Fixed Account  or
Sub-Account. Each portion to be invested in a Sub-Account is then divided by the
Accumulation  Unit Value of that  particular Sub-Account next computed following
receipt of the payment.
 
ACCUMULATION UNIT VALUES
 
    The Accumulation Unit Value  for each Sub-Account will  vary to reflect  the
investment  experience of  the applicable  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 dividend or capital gain distributions paid by that Fund 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.
 
    All  valuations  in  connection  with  a  Policy,  e.g.,  with  respect   to
determining Account Value, in connection with Policy loans, or in calculation of
Death  Benefits, or with respect to determining the number of Accumulation Units
to be credited to  a Policy with  each premium payment,  other than the  initial
premium  payment, will be made on the date the request or payment is received by
ITT Hartford at the  National Service Center  if such date  is a Valuation  Day;
otherwise such determination will be made on the next succeeding date which is a
Valuation Day.
 
PREMIUM LIMITATION
 
    If  premiums are received which  would cause the Policy  to fail to meet the
definition of a life  insurance policy in accordance  with the Internal  Revenue
Code, We reserve the right to refund the excess premium payments. We will refund
such  premium payments and  interest thereon within  60 days after  the end of a
Policy Year.
 
    A premium payment that results in  an increase in the Death Benefit  greater
than  the amount of the premium will  be accepted only after We approve evidence
of insurability.
 
ACCOUNT VALUES
 
    As with traditional life insurance, each Policy will have an Account  Value.
There is no minimum guaranteed Account Value.
 
    The  Account Value of a Policy changes on a daily basis and will be computed
on each Valuation  Day. The Account  Value will vary  to reflect the  investment
experience  of the Sub-Accounts, and the interest credited to the Fixed and Loan
Accounts as well as the Monthly Deduction Amounts.
 
    The Account Value of a particular Policy  is related to the net asset  value
of the Funds associated with the Sub-Accounts, if any, to which premium payments
on  the Policy have been allocated. The Account Value in the Sub-Accounts on any
Valuation Day is calculated by multiplying  the number of Accumulation Units  in
each  Sub-Account as of the Valuation Day by the current Accumulation Unit Value
of that Sub-Account and  then summing the result  for all the Sub-Accounts.  The
Account Value equals the Account Value in the Sub-Accounts plus the value of the
Fixed  and Loan  Accounts. The  Cash Surrender  Value, which  is the  net amount
available  upon  surrender  of  the  Policy,  is  the  Account  Value  less  any
Indebtedness. See "Accumulation Unit Values," page 11.
 
AMOUNT PAYABLE ON SURRENDER OF THE POLICY
 
    As  long as the Policy  is in effect, a Policy  Owner may elect, without the
consent of  the Beneficiary  (provided  the designation  of Beneficiary  is  not
irrevocable),  to fully surrender  the Policy. Upon  surrender, the Policy Owner
will receive the  Cash Surrender  Value determined as  of the  day ITT  Hartford
receives  the Policy Owner's written request or the date requested by the Policy
Owner, whichever is  later. The Cash  Surrender Value equals  the Account  Value
less  any Indebtedness. The Policy will terminate  on the date of receipt of the
written request,  or the  date the  Policy Owner  requests the  surrender to  be
effective, whichever is later.
 
   
LOAD REFUND
    
 
    If  a Policy is  surrendered during the  first two Policy  Years, the Policy
Owner may be entitled to payment of  a refund in addition to the Cash  Surrender
Value.
 
                                       11
<PAGE>
    The  refund will be  equal to the excess,  if any, of the  sum of the actual
front-end sales load charged to date over:
 
    1. the sum of 30% of payments in aggregate amount less than or equal to  one
       Guideline Annual Premium plus 10% of payments in aggregate amount greater
       than  one Guideline Annual Premium but not more than two Guideline Annual
       Premiums; and
 
    2. 9% of each payment made in excess of two Guideline Annual Premiums.
 
PARTIAL WITHDRAWALS
 
   
    A maximum of twelve (12) partial  withdrawals are allowed each Policy  Year;
however,  only  (1) one  partial withdrawal  is  allowed between  any successive
Monthly Activity  Dates. The  minimum partial  withdrawal allowed  is $500.  The
maximum  partial withdrawal  is the  Cash Surrender  Value, less  $1,000. If the
Death Benefit Option then in effect is Option A or Option C, the Face Amount  is
reduced  by  the  amount of  the  Partial  Withdrawal. The  minimum  Face Amount
required after a  partial withdrawal  is subject to  Our rules  then in  effect.
Unless  specified otherwise,  the Partial Withdrawal  will be deducted  on a Pro
Rata Basis from the Fixed Account and the Sub-Accounts. Currently, ITT  Hartford
does  not impose a partial withdrawal charge. However, ITT Hartford reserves the
right to impose a partial withdrawal charge of up to $50.
    
 
                           TRANSFERS OF ACCOUNT VALUE
 
AMOUNT AND FREQUENCY OF TRANSFERS
 
   
    Upon request  and as  long as  the Policy  is in  effect, You  may  transfer
amounts  among  the Fixed  Account and  Sub-Accounts. Transfers  may be  made by
written request or by calling  toll free 1-800-231-5453. Transfers by  telephone
may  be made  by the agent  of record or  by the attorney-in-fact  pursuant to a
power of attorney. Telephone transfers may not be permitted in some states.  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. We will  employ reasonable procedures  to confirm that
instructions communicated by telephone are genuine; otherwise, We may be  liable
for any losses due to unauthorized or fraudulent instructions. The procedures We
follow for transactions initiated by telephone include requirements that callers
provide certain identifying information for themselves (if not the Policy Owner)
and the Policy Owner. All transfer instructions by telephone are tape recorded.
    
 
    The  amounts which may  be transferred and  the number of  transfers will be
limited by Our rules then in effect.
 
    Currently there are no restrictions on transfers other than those  described
below.  There is  no charge currently  for the  first four (4)  transfers in any
Policy Year. Each subsequent transfer is subject  to a Transfer Charge of up  to
$25.
 
    We  reserve the right  at a future date  to limit the  size of transfers and
remaining balances, and to limit the number and frequency of transfers.
 
TRANSFERS TO OR FROM SUB-ACCOUNTS
 
    In the event of  a transfer from a  Sub-Account, the number of  Accumulation
Units  credited  to the  Sub-Account from  which  the transfer  is made  will be
reduced. The reduction will be determined by dividing:
 
    1. the amount transferred by,
 
   
    2. the Accumulation Unit  Value for  that Sub-Account determined  as of  the
       next Valuation Day after We receive Your request for transfer In Writing.
    
 
    In  the event of a transfer to a Sub-Account, We will increase the number of
Accumulation Units credited to the Sub-Account. The increase will equal:
 
    1. the amount transferred divided by,
 
    2. the Accumulation Unit  Value for  that Sub-Account determined  as of  the
       next Valuation Day after We receive Your request for transfer in writing.
 
                                       12
<PAGE>
TRANSFERS FROM THE FIXED ACCOUNT
 
    In  addition to the  conditions above, transfers from  the Fixed Account are
subject to the following:
 
    (a) the transfer must occur during  the 30-day period following each  Policy
        Anniversary; and
 
    (b) if  the  Accumulated Value  in Your  Fixed  Account exceeds  $1,000, the
        amount transferred in any Policy Year may  be no larger than 25% of  the
        Accumulated Value in the Fixed Account on the date of transfer.
 
                                  POLICY LOANS
 
    As  long as the Policy is in effect,  a Policy Owner may obtain, without the
consent of  the Beneficiary  (provided  the designation  of Beneficiary  is  not
irrevocable),  a cash loan from ITT Hartford. The total Indebtedness at the time
of the  new  loan  (including the  accrued  interest  on prior  loans  plus  the
currently applied for loan) may not exceed 90% of the Account Value.
 
    The  amount of each  loan will be transferred  on a Pro  Rata Basis from the
Fixed Account and each  of the Sub-Accounts (unless  the Policy Owner  specifies
otherwise)  to the Loan Account. The Loan  Account is a mechanism used to ensure
that any outstanding Indebtedness remains fully secured by the Account Value.
 
LOAN INTEREST
 
    Interest will accrue  daily on  the Indebtedness  at the  Policy Loan  Rate,
which  is the interest rate  as shown in the  Policy. The difference between the
value of the Loan Account and the Indebtedness will be transferred on a Pro Rata
Basis from  the Fixed  Account and  Sub-Accounts  to the  Loan Account  on  each
Monthly Activity Date.
 
CREDITED INTEREST
 
    During  the first ten Policy Years, any  amounts in the Loan Account will be
credited with interest at a  rate equal to the Policy  Loan Rate, minus 2%.  For
Policy Years 11 and beyond, except for Preferred Loans described below, the Loan
Account  will be credited with interest at a  rate equal to the Policy Loan Rate
applicable to that Indebtedness, minus 1%.
 
PREFERRED LOAN
 
    If, any time after the tenth  Policy Anniversary, the Account Value  exceeds
the  total of all premiums paid since  issue, a Preferred Loan is available. The
amount available for a Preferred Loan is  the amount by which the Account  Value
exceeds  total premiums  paid. The  amount of  the Loan  Account which  equals a
Preferred Loan will be credited with interest at a rate equal to the Policy Loan
Rate. The  amount  of  Indebtedness  that  qualifies  as  a  Preferred  Loan  is
determined on each Monthly Activity Date.
 
LOAN REPAYMENTS
 
    You  can repay any part of or the  entire loan at any time while Your Policy
is in force and either  of the Insureds is alive.  The amount of loan  repayment
will  be deducted from  the Loan Account  and will be  allocated among the Fixed
Account and Sub-Accounts in the same percentage as premiums are allocated.
 
TERMINATION DUE TO EXCESSIVE INDEBTEDNESS
 
    If total Indebtedness equals or exceeds  the Account Value, the Policy  will
terminate  61 days after  We have mailed  notice to Your  last known address and
that of any assignees of record. If sufficient loan repayment is not made by the
end of this 61 day period, the Policy will end without value.
 
EFFECT OF LOANS ON ACCOUNT VALUE
 
    A loan, whether or not repaid, will  have a permanent effect on the  Account
Value  because the investment results of each Sub-Account will apply only to the
amount remaining  in  such  Sub-Accounts.  In addition,  the  rate  of  interest
credited  to the Fixed Account will usually  be different than the rate credited
to the Loan Account. The longer a loan is outstanding, the greater the effect is
likely to be. The effect could be favorable or unfavorable. If the Fixed Account
and Sub-Accounts earn more than the annual  interest rate for funds held in  the
Loan  Account, a Policy Owner's Account Value will not increase as rapidly as it
would have had no  loan been made.  If the Fixed  Account and Sub-Accounts  earn
less than the Loan Account, the Policy Owner's
 
                                       13
<PAGE>
Account  Value will be  greater than it would  have been had  no loan been made.
Also, if not  repaid, the aggregate  amount of the  outstanding loan (i.e.,  the
Indebtedness)  will reduce the Death Proceeds and Cash Surrender Value otherwise
payable.
 
                                 DEATH BENEFIT
 
    The Policies provide  for the  payment of the  Death Proceeds  to the  named
Beneficiary  when the  last surviving Insured  under the Policy  dies. The Death
Proceeds  payable  to  the  Beneficiary   equal  the  Death  Benefit  less   any
Indebtedness  and less  any due  and unpaid  Monthly Deduction  Amount occurring
during a Grace  Period. The Death  Benefit depends on  the Death Benefit  Option
selected  by You, the  minimum Death Benefit  provision, and whether  or not the
Death Benefit guarantee is in effect. All  or part of the Death Proceeds may  be
paid  in cash or applied under a "Payment Option." See "Other Matters -- Payment
Options," page 28.
 
DEATH BENEFIT OPTIONS
 
    There are  three  Death Benefit  Options:  the Level  Death  Benefit  Option
("Option  A"), the Return of Account Value Death Benefit Option ("Option B") and
the Return of Premium Death Benefit Option ("Option C"). Subject to the  minimum
Death Benefit described below, the Death Benefits under each option are:
 
    1. Under Option A, the Death Benefit is the Face Amount.
 
    2. Under  Option B, the  Death Benefit is  the Face Amount  plus the Account
       Value.
 
    3. Under Option C, the Death Benefit is the Face Amount plus the sum of  the
       premiums paid.
 
OPTION CHANGE
 
   
    You  may change Your  Death Benefit Option  to Option A  or Option B without
evidence of insurability. If a  change to Option A  is elected, the Face  Amount
will  become that amount available  as a Death Benefit  immediately prior to the
option change. If a change to Option  B is elected, the Face Amount will  become
that amount available as a Death Benefit immediately prior to the option change,
reduced  by the then  current Account Value. Changing  your Death Benefit Option
does not result in  any Policy fees  or charges. However,  you should consult  a
competent  tax adviser regarding the possible adverse tax consequences resulting
from a change in your Death Benefit Option.
    
 
    Any unscheduled increase in  the Face Amount will  be deemed an increase  in
the Supplemental Face Amount.
 
DEATH BENEFIT GUARANTEE
 
    If  the Death  Benefit guarantee  is in  effect, payment  of the  Basic Face
Amount upon  the  death  of  the  last  surviving  Insured  will  be  guaranteed
regardless  of the Policy's investment  performance. The Death Benefit guarantee
is in effect if:
 
    (a) the Death Benefit guarantee period has not expired;
 
    (b) the Supplemental  Face Amount  has never  exceeded nor  is scheduled  to
        exceed the Basic Face Amount;
 
    (c) on  each Monthly  Activity Date, the  cumulative premiums  paid into the
        Policy, less withdrawals from the Policy, equal or exceed the Cumulative
        Death Benefit Guarantee Premium.
 
    The Death Benefit guarantee period will expire at the end of: (1) the  first
ten  Policy Years,  or (2)  the life  expectancy of  the last  surviving Insured
(based  on  the  1980  Commissioners'  Standard  Ordinary  Mortality  Smoker  or
Nonsmoker  Table,  age last  birthday), whichever  period  was chosen  under the
Policy.
 
MINIMUM DEATH BENEFIT
 
    Notwithstanding the above,  there is a  minimum Death Benefit  equal to  the
Account  Value  multiplied  by  a  percentage  specified  in  Your  Policy. This
percentage varies according to  each Insured's Issue Age,  the Policy Year,  sex
(where  unisex rates are not used) and  insurance class, but may be increased by
You in the application.
 
                                       14
<PAGE>
    EXAMPLES OF THE MINIMUM DEATH BENEFIT:
 
<TABLE>
<CAPTION>
                                                               A         B
                                                            --------  --------
  <S>                                                       <C>       <C>
  Face Amount.............................................  $100,000  $100,000
  Account Value on Date of Death..........................    46,500    34,000
  Specified Percentage....................................      250%      250%
  Death Benefit Option....................................     Level     Level
</TABLE>
 
    In Example A, the minimum Death  Benefit equals $116,250, i.e., the  greater
of  $100,000 (the  Face Amount) or  $116,250 (the  Account Value at  the Date of
Death of $46,500, multiplied by the  specified percentage of 250%). This  amount
less  any outstanding loans constitutes the Death Proceeds which We would pay to
the Beneficiary.
 
    In Example B, the  minimum Death Benefit is  $100,000, i.e., the greater  of
$100,000  (the Face Amount) or $85,000  (the Account Value of $34,000 multiplied
by the specified percentage of 250%).
 
SUPPLEMENTAL FACE AMOUNT
 
    If You selected Supplemental Face  Amount coverage on Your application,  the
amount  is shown on  the Policy's specifications page,  subject to any scheduled
changes You instructed in application and any unscheduled changes, as  described
below.  You may discontinue a scheduled  increase by written request. A decrease
in Face Amount, other than as a result of a partial withdrawal, will affect Your
scheduled increases.
 
UNSCHEDULED INCREASES AND DECREASES IN FACE AMOUNT
 
    At any time after  the first Policy  Year, You may request  a change in  the
Face Amount by writing to Us.
 
    The minimum amount by which the Face Amount can be increased or decreased is
based on Our rules then in effect.
 
    Any  unscheduled increase in the  Face Amount will be  deemed an increase in
the Supplemental Face Amount. All requests  to increase the Face Amount must  be
applied  for on a  new application and  accompanied by the  Policy. All requests
will be subject  to evidence of  insurability satisfactory to  Us. Any  increase
approved  by  Us  will  be  effective  on  the  date  shown  on  the  new Policy
specifications page 10 provided that the deduction for the Cost of Insurance for
the first month is made.
 
    Each unscheduled increase in  Face Amount is subject  to an increase fee  of
$.05  per thousand dollars of each increase  per month for the first five Policy
Years from the date of each increase.
 
    A decrease in the Face Amount will be effective on the Monthly Activity Date
following the date We receive the request. The remaining Face Amount must not be
less than Our minimum rules then in  effect. Decreases will be applied first  to
the Supplemental Face Amount and then to the Basic Face Amount.
 
    We  reserve the  right to  limit the number  of increases  or decreases made
under the Policy to no more than one in any 12 month period.
 
                              BENEFITS AT MATURITY
 
    If either Insured is living on the Maturity Date, on surrender of the Policy
to ITT Hartford, ITT Hartford  will pay to the  Policy Owner the Cash  Surrender
Value.  On the Maturity  Date, the Policy  will terminate and  ITT Hartford will
have no further obligations under the Policy.
 
                                       15
<PAGE>
                            LAPSE AND REINSTATEMENT
 
POLICY LAPSE AND GRACE PERIOD
 
    The Policy will be in default on any Monthly Activity Date on which the Cash
Surrender  Value  is not  sufficient to  cover the  Monthly Deduction  Amount. A
61-day period called the "Grace Period" will begin from the date of default. ITT
Hartford will mail the Owner  and any assignee written  notice of the amount  of
premium  that will be required to continue the  Policy in force at least 30 days
before the end of  the Grace Period.  The premiums required  will be no  greater
than  the amount required to  pay three Monthly Deduction  Amounts as of the day
the Grace Period  began. Unless the  Death Benefit guarantee  is in effect,  the
Policy  will terminate without value if the  required premium is not paid by the
end of  the Grace  Period.  If the  Death Benefit  guarantee  is in  effect  and
sufficient  premium has not been paid by the  end of the Grace Period, the Death
Benefit will be reduced to the Basic  Face Amount and any riders will no  longer
be in force. If the last surviving Insured dies during the Grace Period, We will
pay the Death Proceeds.
 
DEATH BENEFIT GUARANTEE DEFAULT AND GRACE PERIOD
 
    If the cumulative premiums, less withdrawals, are not sufficient to maintain
the Death Benefit guarantee in effect, the lapse and Grace Period provisions for
the Death Benefit guarantee will apply as follows:
 
    On every Monthly Activity Date during the Death Benefit guarantee period, We
will  compare  the  cumulative  premiums  received,  less  withdrawals,  to  the
Cumulative Death  Benefit  Guarantee Premium  for  the Death  Benefit  guarantee
period in effect.
 
    If  the cumulative  premiums received, less  withdrawals, are  less than the
Cumulative Death Benefit Guarantee Premium, the Death Benefit guarantee will  be
deemed  to be in default as of that  Monthly Activity Date. A Grace Period of 61
days from the date of default will begin. We will mail the Policy Owner and  any
assignee  written notice of the amount of premium required to continue the Death
Benefit guarantee.
 
    At the end of the Grace Period under a ten-year guarantee period, the  Death
Benefit  guarantee will be removed  from the Policy if  We have not received the
amount of the required premium. You  will receive a written notification of  the
change.
 
    At  the end  of the  Grace Period  under the  last survivor  life expectancy
guarantee period, the Death Benefit guarantee will be removed from the Policy if
We have  not  received  the amount  of  the  required premium,  subject  to  the
following  exception: If  the Policy is  in the  first ten Policy  Years and the
cumulative premiums received, less withdrawals,  equal or exceed the  Cumulative
Death  Benefit Guarantee  Premium for  the ten-year  period, We  will change the
Death Benefit guarantee  period to ten  years. In  this case, We  will send  You
notification of:
 
    (a) the ten-year period measured from the Policy Date; and
 
    (b) the Annual Death Benefit Guarantee Premium for that ten-year period.
 
REINSTATEMENT
 
    Unless  the Policy has been surrendered,  the Policy may be reinstated prior
to the Maturity Date, provided:
 
    (a) the Insureds alive at the end of the Grace Period are also alive on  the
        date of reinstatement;
 
    (b) You make Your request within five years;
 
    (c) satisfactory evidence of insurability is submitted;
 
    (d) any Policy loan is repaid or reinstated; and
 
    (e) You  pay sufficient premium  to (1) cover  all Monthly Deduction Amounts
        that are due and unpaid during the Grace Period and (2) keep the  Policy
        in force for three months after the date of reinstatement.
 
    The Account Value on the reinstatement date will reflect:
 
    (a) The Account Value at the time of termination; plus
 
    (b) Net Premiums derived from premiums paid at the time of reinstatement.
 
                                       16
<PAGE>
    Upon  reinstatement, any  Indebtedness at  the time  of termination  must be
repaid or carried over to the reinstated Policy.
 
                  THE RIGHT TO EXAMINE OR EXCHANGE THE POLICY
 
   
    An applicant has a limited right to return a Policy for cancellation. If the
Policy is returned, by mail or personal delivery to ITT Hartford or to the agent
who sold the Policy, to be canceled within ten days after delivery of the Policy
to the  Policy Owner,  within 10  days  of ITT  Hartford's mailing  or  personal
delivery  of a Notice of  Right to Withdraw, or within  45 days of completion of
the Policy  application (whichever  is later,  and subject  to applicable  state
regulation),  ITT  Hartford  will return  to  the applicant,  within  seven days
thereafter, the greater of the premium  paid, less any Indebtedness, or the  sum
of (1) the Account Value, less any Indebtedness, on the date the returned Policy
is received by ITT Hartford or its agent and (2) any deductions under the Policy
or by the Funds for taxes, charges or fees.
    
 
    Once the Policy is in effect, it may be exchanged during the first 24 months
after  its  issuance, for  a non-variable  last  survivor life  insurance policy
offered by  Us or  an affiliate  on the  life of  the Insureds.  No evidence  of
insurability  will be required. The new policy will have an amount at risk which
equals or is less  than the amount at  risk in effect on  the date of  exchange.
Premiums  under the new policy will be based on the same risk classifications as
this Policy. An  exchange of the  Policy under these  circumstances should be  a
tax-free transaction under Section 1035 of the Code.
 
                                   SURRENDER
 
    At  any time  prior to  the Maturity  Date, provided  the Policy  has a Cash
Surrender Value, You may surrender  the Policy to Us. We  will pay You the  Cash
Surrender  Value. Our liability  under the Policy  will cease as  of the date of
Your request.
 
                      VALUATION OF PAYMENTS AND TRANSFERS
 
    We value the Policy on every Valuation Day.
 
    We will pay Death Proceeds, Cash Surrender Values, Partial Withdrawals,  and
loan  amounts  allocable to  the  Sub-Accounts within  seven  (7) days  after We
receive all the information  needed to process the  payment unless the New  York
Stock Exchange is closed for other than a regular holiday or weekend, trading is
restricted  by the  Securities and Exchange  Commission ("SEC") or  that the SEC
declares that an emergency exists.
 
    ITT Hartford  may  defer  payment  of  any  amounts  not  allocable  to  the
Sub-Accounts for up to six months from the date on which We receive the request.
 
   
                            APPLICATION FOR A POLICY
    
 
    Individuals  wishing to purchase a Policy  must submit an application to ITT
Hartford. Within limits,  an applicant  may choose  the initial  Face Amount.  A
Policy  generally will be issued only on  the lives of Insureds between the ages
of 20 and 80 who supply  evidence of insurability satisfactory to ITT  Hartford.
(ITT  Hartford may extend the age 80 limit to higher ages for the older Insured,
in which case certain  age and risk classification  restrictions on the  younger
Insured  will apply.) Acceptance is subject to ITT Hartford's underwriting rules
and ITT Hartford reserves the right to reject an application for any reason.  No
change  in the terms or conditions of a  Policy will be made without the consent
of the Policy Owner.
 
    The Policy will be effective on the Policy Date only after ITT Hartford  has
received all outstanding delivery requirements and received the initial premium.
The  Policy Date is the date used  to determine all future cyclical transactions
on the Policy, e.g., Monthly Activity Date, Policy Months and Policy Years.
 
                                       17
<PAGE>
                      REDUCED CHARGES FOR ELIGIBLE GROUPS
 
    Certain of the  charges and deductions  described below may  be reduced  for
Policies  issued in connection with a specific plan in accordance with Our rules
in effect as of the date an application for a Policy is approved. To qualify for
such a reduction, a plan must satisfy certain criteria as to, for example,  size
of  the plan,  expected number of  participants and  anticipated premium payment
from the plan. Generally,  the sales contacts  and effort, administrative  costs
and  mortality cost  per Policy vary  based on such  factors as the  size of the
plan, the purposes for which Policies are purchased and certain  characteristics
for   the  plan's  members.  The  amount  of  reduction  and  the  criteria  for
qualification will reflect in the reduced sales effort and administrative  costs
resulting  from, and the different mortality experience expected as a result of,
sales to qualifying plans. We  may modify from time to  time on a uniform  basis
both the amounts of reductions and the criteria for qualification. Reductions in
these  charges will not be unfairly discriminatory against any person, including
the affected Policy Owners funded by Separate Account VL II.
 
                          DEDUCTIONS FROM THE PREMIUM
 
    Before the allocation of the premium to the Account Value, a deduction as  a
percentage of premium is made for the premium processing charge, premium tax and
federal  tax  charge  and  front-end  sales load.  The  amount  of  each premium
allocated to the Account Value is Your Net Premium.
 
PREMIUM PROCESSING CHARGE
 
    A 1.25% charge is deducted from each premium payment for premium  collection
costs and premium and Policy processing costs.
 
PREMIUM TAX CHARGE AND FEDERAL TAX CHARGE
 
    We  deduct as  a premium tax  charge a  percentage of each  premium to cover
premium-based taxes assessed against ITT Hartford. This percentage will vary  by
locale depending on the tax rates in effect there and is based on the actual tax
imposed. The range is generally between 0% and 4%.
 
    We  also  deduct a  1.25%  charge from  each  premium payment  to  cover the
estimated costs  to Us  of the  federal income  tax treatment  of the  Policies'
deferred  acquisition costs  under Section 848  of the Code.  We have determined
that this charge is reasonable in  relation to our increased federal income  tax
burden under the Code resulting from the receipt of premiums.
 
FRONT-END SALES LOAD
 
    The front-end sales load is a charge deducted from each premium based on the
(1) amount of premium paid in relation to the Target Premium, (2) Policy Year in
which  the premium is  paid, and (3)  amount of the  premium Attributable to the
Basic Face Amount and to the Supplemental Face Amount. See "Special Terms" for a
discussion of "Target Premium", page 5.
 
    The current and maximum  front-end sales load  for premiums Attributable  to
the  Basic Face Amount up to the Target Premium is 50% in the first Policy Year,
15% in Policy Years  2 through 5, 10%  in Policy Years 6  through 10, and 2%  in
Policy  Years 11 through 20.  After Policy Year 20,  the current front-end sales
load is 0%, with a maximum of 2%.
 
    The current and maximum  front-end sales load  for premiums Attributable  to
the Basic Face Amount in excess of the Target Premium is 9% in Policy Year 1, 4%
in Policy Years 2 through 10, and 2% in Policy Years 11 through 20. After Policy
Year 20, the current front-end sales load is 0%, with a maximum of 2%.
 
    The  current and maximum front-end sales  load for all premiums Attributable
to the Supplemental Face  Amount is 4% in  Policy Years 1 through  10 and 2%  in
Policy  Years 11 through 20.  After Policy Year 20,  the current front-end sales
load is 0%, with a maximum of 2%.
 
    Front-end sales  loads  which  cover  expenses  relating  to  the  sale  and
distribution  of the Policies may  be reduced for certain  sales of the Policies
under circumstances which may result in  savings of such sales and  distribution
expenses.
 
                                       18
<PAGE>
EXAMPLES OF FRONT-END SALES LOADS/IMPACT OF REFUND OF LOAD
 
    An  example of the actual Front-End Sales Loads and the impact of the refund
of the load,  if any (see  "Refund of Loads,"  page 19), for  a Policy is  shown
below.  This example uses  the same specific information  (i.e., Issue Age, Face
Amount, premium level, etc.) as the illustration on page 39 of the prospectus.
 
   
<TABLE>
          <S>                          <C>
          Death Benefit Option:        Level
          Face Amount:                 $1,000,000 Basic Face Amount
          Issue Ages/Sex/Class:        65/Male/Preferred
                                       65/Female/Preferred
          Guideline Annual Premium:    $36,042.00
          Annual Planned Premium:      $27,000.00
</TABLE>
    
 
   
<TABLE>
<CAPTION>
               IMPACT OF FRONT-END SALES LOAD/REFUND OF LOADS
- -----------------------------------------------------------------------------
                               CUMULATIVE     CUMULATIVE
                 CUMULATIVE     FRONT-END   NON-REFUNDABLE   AMOUNT OF REFUND
 POLICY YEAR    PREMIUM PAID   SALES LOADS   SALES LOADS      UPON SURRENDER
- --------------  ------------   -----------  --------------   ----------------
<S>             <C>            <C>          <C>              <C>
      1          $27,000.00    $ 12,771.00    $ 8,098.96        $4,672.04
      2           54,000.00      16,602.30     12,548.31         4,053.99
</TABLE>
    
 
                 DEDUCTIONS AND CHARGES FROM THE ACCOUNT VALUE
 
MONTHLY DEDUCTION AMOUNTS
 
    On the  Policy  Date and  on  each  subsequent Monthly  Activity  Date,  ITT
Hartford will deduct an amount (the "Monthly Deduction Amount") from the Account
Value  to  cover certain  charges  and expenses  incurred  in connection  with a
Policy. Each Monthly Deduction Amount will be deducted on a Pro Rata Basis  from
the  Fixed Account  and each of  the Sub-Accounts. The  Monthly Deduction Amount
will vary from month to month.
 
    The Monthly Deduction Amount equals:
 
    (a) the charge for the Cost of Insurance; plus
 
    (b) the charges for additional benefits provided by rider, if any; plus
 
    (c) the charges for "special" insurance class rating, if any; plus
 
    (d) the Monthly Administrative Fee and Issue Charge; plus
 
    (e) the Mortality and Expense Risk Charge; plus
 
    (f) any Face Amount increase fee.
 
    (a) COST OF INSURANCE CHARGE
 
    The charge for the Cost of Insurance is equal to:
 
    (i)  the Cost of Insurance rate per $1,000; multiplied by
 
    (ii)  the amount at risk; divided by
 
    (iii) $1,000
 
    The amount at risk equals the Death  Benefit less the Account Value on  that
date, prior to assessing the Monthly Deduction Amount.
 
    The  Cost  of  Insurance  charge  is  to  cover  ITT  Hartford's anticipated
mortality costs. For standard risks, the Cost of Insurance rate will not  exceed
those  based on  the 1980 Commissioners'  Standard Ordinary  Mortality Smoker or
Nonsmoker Table, age  last birthday.  A table  of guaranteed  Cost of  Insurance
rates per $1,000 will be included in each Policy; however, ITT Hartford reserves
the  right to use  rates less than  those shown in  the table. Substandard risks
will be charged a higher Cost of Insurance rate that will not exceed rates based
on a multiple of the 1980  Commissioners' Standard Ordinary Mortality Smoker  or
Nonsmoker  Table, age last birthday. The multiple will be based on the Insureds'
risk classes. ITT  Hartford will  determine the Cost  of Insurance  rate at  the
start  of each Policy  Year. Any changes in  the Cost of  Insurance rate will be
made uniformly for all Insureds of the  same issue ages, sexes and risk  classes
and  whose coverage has been  inforce for the same length  of time. No change in
insurance class or cost will occur on account of deterioration of the  Insureds'
health.
 
                                       19
<PAGE>
    Because the Account Value and the Death Benefit under a Policy may vary from
month  to month,  the Cost  of Insurance  charge may  also vary  on each Monthly
Activity Date.
 
    On each Monthly  Activity Date during  the last 25  Policy Years before  the
Maturity  Date, ITT Hartford will apply a discount to the Cost of Insurance rate
if You qualify for  this discount. The  discount is 10% times  the ratio of  the
Basic  Face Amount at issue to  the Face Amount at issue  as shown on the Policy
specification page. To qualify  for the discount, the  Policy must have been  in
force  at least 15 Policy Years and the  ratio of the then current Account Value
to the  then current  Death Benefit  must at  least equal  the qualifying  ratio
described below. The qualifying ratio is 0% with 25 Policy Years remaining until
the  Maturity  Date and  increases by  three  percentage points  thereafter. For
example, with ten Policy Years remaining until the Maturity Date the  qualifying
ratio  is 45%, and with  one Policy Year remaining  the qualifying ratio is 72%.
This discount may not be available in all states.
 
    (b) RIDER CHARGE
 
    If the Policy  includes riders, a  charge is made  applicable to the  riders
from the Account Value on each Monthly Activity Date.
 
    The  charge applicable  to these  riders is  to compensate  ITT Hartford for
anticipated cost of providing these benefits and are specified on the applicable
rider.
 
    The riders available are described on page 29 under "Supplemental  Benefits"
section.
 
    (c) SPECIAL CLASS CHARGE
 
    A  charge for  a special insurance  class rating  of an Insured  may be made
against the  Account Value,  if applicable.  This charge  is to  compensate  ITT
Hartford  for the additional mortality risk associated with individuals in these
classes.
 
    (d) MONTHLY ADMINISTRATIVE FEE AND ISSUE CHARGE
 
    ITT Hartford will assess a current Monthly Administrative Fee to  compensate
ITT  Hartford  for administrative  costs in  connection  with the  Policies. The
current Monthly Administrative Fee is the sum of $7.50 per month, plus $0.01 per
month per thousand of Face Amount at  issue, paid in Policy Years 1 through  10.
On a blended-rate basis, the charge is guaranteed never to exceed for all Policy
Years  the sum of  $10.00 per month plus  $0.03 per month  per thousand of Basic
Face Amount at issue and $15.00 per  month plus $0.05 per month per thousand  of
Supplemental  Face Amount  at issue.  This guaranteed  charge is  a blended rate
based on the ratio of  the initial Basic Face  Amount and the Supplemental  Face
Amount to the initial Face Amount. For example, if the initial Basic Face Amount
was  $200,000 and  the initial  Supplemental Face  Amount was  $50,000, then the
ratio of  initial Basic  Face Amount  to initial  Face Amount  is .80  ($200,000
divided  by  $250,000) and  the  ratio of  initial  Supplemental Face  Amount to
initial Face Amount is .20 ($50,000 divided by $250,000). The blended guaranteed
charge would be $11.00 per  month (.80 times $10 plus  .20 times $15) and  $.034
per thousand of Face Amount (.80 times $.03 plus .20 times $.05).
 
    In addition, in the first five Policy Years, there is a monthly Issue Charge
to  compensate ITT  Hartford for  the up-front costs  to underwrite  and issue a
Policy. The Issue Charge is the sum of  $20 per month for the first five  Policy
Years  plus  $.05  per  $1000  of  Face  Amount  at  Issue  Date  or unscheduled
Supplemental Face Amount increase per month  for the first five years from  Date
of Issue or increase.
 
    The  sum of the  Premium Processing Charges,  the Monthly Administrative Fee
and the Issue Charge will not exceed  the cost ITT Hartford incurs in  providing
administrative services under the Policies.
 
    (e) MORTALITY AND EXPENSE RISK CHARGE
 
    A  current charge  is made  for mortality and  expense risks  assumed by ITT
Hartford. This  charge  is allocated  to  ITT Hartford's  General  Account.  ITT
Hartford  may profit from this charge. See  also, "Policy Benefits and Rights --
Account Values," page 11.
 
    The current Mortality and Expense Risk Charge for any Monthly Activity  Date
is equal to:
 
    (i)  the current Mortality and Expense Risk Rate; multiplied by
 
    (ii) the  portion of the  Account Value allocated to  the Sub-Account on the
         Monthly Activity Date prior to assessing the Monthly Deduction Amount.
 
                                       20
<PAGE>
    The current and guaranteed Mortality and Expense Risk Rate for the first ten
Policy Years is 0.80%. After the tenth Policy Year, the current and maximum Rate
is 0.80% on the first $100,000 of Account Value as determined just prior to  the
Monthly Deduction. On the remaining Account Value, the current Rate is 0.25% and
the  maximum Rate  is 0.40%  for Account  Value Attributable  to the  Basic Face
Amount and 0.50% for Account Value Attributable to the Supplemental Face Amount.
 
    The mortality risk  assumed is  that the  actual Cost  of Insurance  charges
specified  in the Policy will be insufficient to meet actual claims. The expense
risk assumed is that expenses incurred in issuing and administering the Policies
will exceed  the administrative  charges set  in the  Policy. ITT  Hartford  may
profit  from the mortality and  expense risk charge and  may use any profits for
any proper  purpose, including  any difference  between the  cost it  incurs  in
distributing the Policies and the proceeds of the front-end sales load.
 
CHARGES AGAINST THE FUNDS
 
    The  investment advisers charge the Funds  an investment management fee on a
daily basis as  compensation for  services. The  following Table  shows the  fee
charged for each Fund available for investment by Policy Owners.
<TABLE>
<CAPTION>
                                                             ANNUAL INVESTMENT MANAGEMENT FEE
                                                                AS A PERCENTAGE OF AVERAGE
HARTFORD FUNDS                                                       DAILY NET ASSETS
- --------------------------------------------------  --------------------------------------------------
<S>                                                 <C>
Hartford Capital Appreciation Fund, Inc.,
  Hartford Advisers Fund, Inc.,
  Hartford International Opportunities Fund, Inc.,
  Hartford Dividend and Growth Fund, Inc..........  .575% of the first $250 million of average net
                                                    assets
                                                    .525% of the next $250 million of average net
                                                    assets
                                                    .475% of the next $250 million of average net
                                                    assets
                                                    .425% of any amount over $1.0 billion
Hartford Bond Fund, Inc.,
  Hartford Stock Fund, Inc........................  .325% of the first $250 million of average net
                                                    assets
                                                    .300% of the next $250 million of average net
                                                    assets
                                                    .275% of the next $250 million of average net
                                                    assets
                                                    .250% of any amount over 1.0 billion
Hartford Index Fund, Inc..........................  .20%
Hartford Mortgage Securities Fund, Inc.,
  HVA Money Market Fund, Inc......................  .25%
 
<CAPTION>
 
                                                             ANNUAL INVESTMENT MANAGEMENT FEE
                                                                AS A PERCENTAGE OF AVERAGE
PUTNAM FUNDS                                                         DAILY NET ASSETS
- --------------------------------------------------  --------------------------------------------------
<S>                                                 <C>
PCM Diversified Income Fund,
  PCM Global Asset Allocation Fund,
  PCM High Yield Fund,
  PCM New Opportunities Fund, and
  PCM Voyager Fund................................  .70% of the first $500 million of average net
                                                    assets
                                                    .60% of the next $500 million of average net
                                                    assets
                                                    .55% of the next $500 million of average net
                                                    assets
                                                    .50% of any amount over $1.5 billion
PCM Growth and Income Fund........................  .65% of the first $500 million of average net
                                                    assets
                                                    .55% of the next $500 million of average net
                                                    assets
                                                    .50% of the next $500 million of average net
                                                    assets
                                                    .45% of any amount over $1.5 billion
PCM Money Market Fund.............................  .45% of the first $500 million of average net
                                                    assets
                                                    .35% of the next $500 million of average net
                                                    assets
                                                    .30% of the next $500 million of average net
                                                    assets
                                                    .25% of any amount over $1.5 billion
</TABLE>
 
                                       21
<PAGE>
   
<TABLE>
<CAPTION>
                                                             ANNUAL INVESTMENT MANAGEMENT FEE
                                                                AS A PERCENTAGE OF AVERAGE
PUTNAM FUNDS                                                         DAILY NET ASSETS
- --------------------------------------------------  --------------------------------------------------
<S>                                                 <C>
PCM U.S. Government and
  High Quality Bond Fund..........................  .65% of the first $500 million of average net
                                                    assets
                                                    .55% of the first $500 million of average net
                                                    assets
                                                    .50% of the next $500 million of average net
                                                    assets
                                                    .45% of the next $5 billion of average net assets
                                                    .425% of the first $5 billion of average net
                                                    assets
                                                    .405% of the first $5 billion of average net
                                                    assets
                                                    .39% of the next $5 billion of average net assets
                                                    .38% of any excess thereafter
PCM Global Growth Fund and
  PCM Utilities Growth and Income Fund............  .60%
<CAPTION>
 
FIDELITY FUNDS
- --------------------------------------------------
<S>                                                 <C>
Equity-Income Portfolio...........................  .52%
Overseas Portfolio................................  .77%
Asset Manager Portfolio...........................  .72%
</TABLE>
    
 
TAXES
 
    Currently,  no charge is made to Separate  Account VL II for federal, state,
and local taxes that may be allocable to Separate Account VL II. A change in the
applicable federal, state  or local tax  laws which impose  tax on ITT  Hartford
and/or  Separate Account VL II may result in  a charge against the Policy in the
future. Charges for other taxes, if any, allocable to Separate Account VL II may
also be made.
 
                                  THE COMPANY
 
   
    ITT Hartford Life and Annuity  Insurance Company ("ITT Hartford"),  formerly
ITT  Life Insurance Corporation,  was originally incorporated  under the laws of
Wisconsin on January 9, 1956. ITT Hartford was redomiciled to Connecticut on May
1, 1996. It is a stock life insurance company engaged in the business of writing
both individual and group life insurance  and annuities in all states  including
the  District of  Columbia, except  New York.  The offices  of ITT  Hartford are
located in  Minneapolis, Minnesota;  however, its  mailing address  is P.O.  Box
2999, Hartford, Connecticut 06102-2999.
    
 
   
    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 both  Standard & Poor's  and 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 life insurance policy
are the general corporate obligations of ITT Hartford. These ratings do apply to
ITT Hartford's ability to meet its insurance obligations under the Policy.
 
   
    ITT Hartford is subject to Connecticut law governing insurance companies and
is regulated and  supervised by  the Connecticut Commissioner  of Insurance.  An
annual statement in a prescribed form must be filed with that Commissioner on or
before  March 1  in each year  covering the  operations of ITT  Hartford for the
preceding year and its financial condition on December 31 of such year.
    
 
    Its  books  and  assets  are  subject  to  review  or  examination  by   the
Commissioner  or  his  agents  at  all times,  and  a  full  examination  of its
operations is conducted by the  National Association of Insurance  Commissioners
at  least once in every four years. In  addition, ITT Hartford is subject to the
insurance laws  and  regulations of  any  jurisdiction  in which  it  sells  its
insurance  policies. ITT Hartford  is also subject to  various federal and state
securities laws and regulations.
 
                                       22
<PAGE>
                             SEPARATE ACCOUNT VL II
 
GENERAL
 
    Separate Account VL II is a separate account of ITT Hartford established  on
September  30, 1994 pursuant to  the insurance laws of  the State of Connecticut
and organized as  a unit  investment trust  registered with  the Securities  and
Exchange  Commission under the Investment Company  Act of 1940. Separate Account
VL II meets the definition of  "separate account" under federal securities  law.
Under Connecticut law, the assets of Separate Account VL II are held exclusively
for  the benefit  of Policy  Owners and persons  entitled to  payments under the
Policies. The  assets  for  Separate  Account VL  II  are  not  chargeable  with
liabilities arising out of any other business which ITT Hartford may conduct.
 
FUNDS
 
    The  assets  of each  Sub-Account  of Separate  Account  VL II  are invested
exclusively in one of  the Funds. A Policy  Owner may allocate premium  payments
among  the  Sub-Accounts.  Policy  Owners  should  review  the  following  brief
descriptions of the  investment objectives of  each of the  Funds in  connection
with  that allocation. There is no assurance  that any of the Funds will achieve
its stated objectives. Policy Owners are  also advised to read the  prospectuses
for   each  of  the  Funds  accompanying   this  prospectus  for  more  detailed
information.
 
   
                                 HARTFORD FUNDS
    
 
 HARTFORD ADVISERS FUND, INC.
 
        To achieve  maximum  long term  total  rate of  return  consistent  with
    prudent  investment  risk  by investing  in  common stock  and  other equity
    securities, bonds and other debt  securities, and money market  instruments.
    The  investment adviser will  vary the investments of  the Fund among equity
    and debt securities and money market instruments depending upon its analysis
    of market trends. Total rate of return consists of current income, including
    dividends, interest and discount accruals and capital appreciation.
 
 HARTFORD BOND FUND, INC.
 
        To achieve  maximum  current  income  consistent  with  preservation  of
    capital by investing primarily in bonds.
 
 HARTFORD CAPITAL APPRECIATION FUND, INC.
 
   
        To  achieve  growth of  capital by  investing  in equity  securities and
    securities convertible into equity securities  selected solely on the  basis
    of  potential for  capital appreciation;  income, if  any, is  an incidental
    consideration.
    
 
 HARTFORD DIVIDEND AND GROWTH FUND, INC.
 
        To achieve a  high level  of current  income consistent  with growth  of
    capital  and  reasonable investment  risk by  investing primarily  in equity
    securities and securities convertible into equity securities.
 
 HARTFORD INDEX FUND, INC.
 
   
        To provide  investment results  which approximate  the price  and  yield
    performance   of  publicly-traded   common  stocks  in   the  aggregate,  as
    represented by the Standard & Poor's 500 Composite Stock Price Index. *
    
 
 HARTFORD INTERNATIONAL OPPORTUNITIES FUND, INC.
 
        To achieve  long-term total  return consistent  with prudent  investment
    risk  through investment  primarily in  equity securities  issued by foreign
    companies.
 
                                       23
<PAGE>
 HARTFORD MORTGAGE SECURITIES FUND, INC.
 
        To achieve maximum  current income consistent  with safety of  principal
    and  maintenance  of liquidity  by  investing primarily  in mortgage-related
    securities, including securities issued by the Government National  Mortgage
    Association ("GNMA").
 
 HARTFORD STOCK FUND, INC.
 
        To   achieve   long-term  capital   growth  primarily   through  capital
    appreciation,  with  income  a  secondary  consideration,  by  investing  in
    equity-type securities.
 
 HVA MONEY MARKET FUND, INC.
 
        To   achieve  maximum  current  income  consistent  with  liquidity  and
    preservation of capital by investing in money market securities.
 
   
* "Standard & Poor's-Registered Trademark-", "S &P-Registered Trademark-",  "S&P
  500-Registered  Trademark-", "Standard & Poor's 500", and "500" are trademarks
  of The McGraw-Hill Companies, Inc. and have been licensed for use by  Hartford
  Life  Insurance Company. The  Hartford Index Fund, Inc.  ("Index Fund") is not
  sponsored, endorsed, sold  or promoted by  Standard & Poor's  ("S&P") and  S&P
  makes  no representation regarding the advisability  of investing in the Index
  Fund.
    
 
                                  PUTNAM FUNDS
 
 PCM DIVERSIFIED INCOME FUND
 
   
        Seeks high  current  income  consistent  with  capital  preservation  by
    investing  in the  following three sections  of the  fixed income securities
    markets: U.S. Government Sector, High Yield Sector (which invests  primarily
    in what are commonly referred to as "junk bonds"), and International Sector.
    See  the  Special Considerations  for investments  in high  yield securities
    described in the Fund prospectus.
    
 
 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 GROWTH AND INCOME FUND
 
   
        Seeks capital growth and current income by investing primarily in common
    stocks that offer potential for capital growth, current income, or both.
    
 
 PCM HIGH YIELD FUND
 
   
        Seeks high  current  income  by investing  primarily  in  high-yielding,
    lower-rated  fixed income securities (commonly referred to as "junk bonds"),
    constituting a  diversified portfolio  which Putnam  Investment  Management,
    Inc. ("Putnam Management") believes does not involve undue risk to income or
    principal. Capital growth is a secondary objective when consistent with high
    current income. See the special considerations for investments in high yield
    securities described in the Fund prospectus.
    
 
 PCM MONEY MARKET FUND
 
   
        Seeks  to achieve as high a level of current income as Putnam Management
    believes is  consistent  with preservation  of  capital and  maintenance  of
    liquidity by investing in high-quality money market instruments.
    
 
                                       24
<PAGE>
 PCM NEW OPPORTUNITIES FUND
 
   
        Seeks  long-term capital appreciation by investing principally in common
    stocks of  companies  in sectors  of  the economy  which  Putnam  Management
    believes possess above-average long-term growth potential.
    
 
 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  Management  to be  of comparable
    quality.
    
 
 PCM UTILITIES GROWTH AND INCOME FUND
 
   
        Seeks capital growth and current income by concentrating its investments
    in securities issued by companies in the public utilities industries.
    
 
 PCM VOYAGER FUND
 
   
        Aggressively seeks capital  appreciation primarily from  a portfolio  of
    common  stocks which Putnam  Management believes have  potential for capital
    appreciation which is significantly greater than that of market averages.
    
 
                                 FIDELITY FUNDS
 
 EQUITY-INCOME PORTFOLIO
 
        To seek  reasonable income  by investing  primarily in  income-producing
    equity  securities. In  choosing these  securities, the  Portfolio will also
    consider the potential for capital appreciation. The Portfolio's goal is  to
    achieve  a  yield  which  exceeds  the  composite  yield  on  the securities
    comprising the  Standard &  Poor's Daily  Stock Price  Index of  500  Common
    Stocks.  The Portfolio may  invest in high  yielding, lower-rated securities
    (commonly referred to  as "junk bonds")  which are subject  to greater  risk
    than  investments in  higher-rated securities.  For a  further discussion of
    lower-rated securities, please see "Risks of Lower-Rated Debt Securities" in
    the Fidelity prospectus for this Portfolio.
 
 OVERSEAS PORTFOLIO
 
        To seek long-term  growth of  capital primarily  through investments  in
    foreign securities and provide a means for aggressive investors to diversify
    their  own portfolios by participating in companies and economies outside of
    the United States.
 
 ASSET MANAGER PORTFOLIO
 
        To seek  high total  return  with reduced  risk  over the  long-term  by
    allocating  its  assets  among  stocks,  bonds  and  short-term fixed-income
    instruments.
 
    The ITT Hartford Funds are organized  as corporations under the laws of  the
State  of  Maryland  and  are  registered  as  diversified  open-end  management
companies under  the  Investment Company  Act  of  1940. The  Putnam  Funds  are
portfolios of the Putnam Capital Manager Trust, which is organized as a business
trust  under the laws  of Massachusetts as a  open-end series investment company
under the  Investment  Company Act  of  1940.  The Fidelity  Funds  involve  two
diversified   open-end  management  investment  companies,  each  with  multiple
portfolios and organized  as a Massachusetts  business trust. The  Equity-Income
Portfolio  and  Overseas  Portfolio  are portfolios  of  the  Variable Insurance
Products Fund.  The Asset  Manager  Portfolio is  a  portfolio of  the  Variable
Insurance Products Fund II.
 
    Each  Fund continually  issues an  unlimited number  of full  and fractional
shares of beneficial interest in the  Fund. Such shares are offered to  separate
accounts,  including Separate Account VL II,  established by ITT Hartford or one
of its affiliated companies specifically to fund the Policies and other policies
issued by ITT Hartford or its affiliates as permitted by the Investment  Company
Act of 1940.
 
                                       25
<PAGE>
    It  is conceivable that in the future it may be disadvantageous for variable
life insurance  separate  accounts and  variable  annuity separate  accounts  to
invest  in the Funds simultaneously. Although neither ITT Hartford nor the Funds
currently foresee  any  such disadvantages  either  to variable  life  insurance
Policy  Owners  or to  variable annuity  Policy Owners,  the Board  of Directors
intend for the ITT Hartford Funds and the Board of Trustees for the Putnam Funds
and the Fidelity Funds (collectively the "Board") to monitor events in order  to
identify any material conflicts between such Policy Owners and to determine what
action,  if any,  should be  taken in  response thereto.  If the  Boards were to
conclude that  separate  funds  should  be established  for  variable  life  and
variable  life insurance separate accounts, ITT Hartford will bear the attendant
expenses.
 
    All investment  income of  and other  distributions to  each Sub-Account  of
Separate Account VL II arising from the applicable Fund are reinvested in shares
of that Fund at net asset value. The income and both realized gains or losses on
the  assets of each Sub-Account of Separate Account VL II are therefore separate
and are credited to or charged against the Sub-Account without regard to income,
gains or losses from  any other Sub-Account  or from any  other business of  ITT
Hartford.  ITT Hartford  will purchase  shares in  the Funds  in connection with
premium payments  allocated to  the applicable  Sub-Account in  accordance  with
Policy  Owners' directions and  will redeem shares  in the Funds  to meet Policy
obligations or make adjustments in reserves,  if any. The Funds are required  to
redeem Fund shares at net asset value and generally to make payment within seven
days.
 
    ITT  Hartford reserves the right, subject to compliance with the law as then
in effect, to make additions to,  deletions from, or substitutions for  Separate
Account  VL II and its Sub-Accounts which fund the Policies. If shares of any of
the Funds should no longer be available  for investment, or if, in the  judgment
of  ITT Hartford's management,  further investment in shares  of any Fund should
become inappropriate in view of the  purposes of the Policies, ITT Hartford  may
substitute  shares  of  another Fund  for  shares  already purchased,  or  to be
purchased in the future, under the Policies. No substitution of securities  will
take  place without  notice to  and consent of  Policy Owners  and without prior
approval of the Securities and Exchange Commission to the extent required by the
Investment Company Act of 1940. Subject  to Policy Owner approval, if  required,
ITT  Hartford  also  reserves  the  right  to  end  the  registration  under the
Investment Company Act of 1940 of Separate  Account VL II or any other  separate
accounts of which it is the depositor which may fund the Policies.
 
    Each  Fund is  subject to certain  investment restrictions which  may not be
changed without the approval of a majority of the shareholders of the Fund.  See
the accompanying prospectuses for each of the Funds.
 
                               INVESTMENT ADVISER
 
   
HARTFORD FUNDS
    
 
    The  investment  adviser for  each  of the  Hartford  Funds is  The Hartford
Investment Management Company. ("HIMCO"), a wholly-owned subsidiary of  Hartford
Life  Insurance Company.  HIMCO was  organized under  the laws  of the  State of
Connecticut in October of 1981.
 
   
    HIMCO also  serves  as investment  adviser  to several  other  ITT  Hartford
sponsored  funds  which are  also registered  with  the Securities  and Exchange
Commission. HIMCO is registered  as an investment  adviser under the  Investment
Advisers  Act  of  1940.  HIMCO  provides  investment  advice  and,  in general,
supervises the management and  investment program of  Hartford Bond Fund,  Inc.,
Hartford  Index Fund,  Inc., Hartford  Mortgage Securities  Fund, Inc.,  and HVA
Money Market Fund, Inc.,  pursuant to an  Investment Advisory Agreement  entered
into  with  each of  these  Funds for  which HIMCO  receives  a fee.  HIMCO also
supervises the investment  programs of  Hartford Advisers  Fund, Inc.,  Hartford
Capital  Appreciation  Fund,  Inc.,  Hartford Dividend  and  Growth  Fund, Inc.,
Hartford International Opportunities Fund, Inc.,  and Hartford Stock Fund,  Inc.
pursuant  to an Investment Management Agreement  for which HIMCO receives a fee.
In addition,  with respect  to  these five  Funds,  HIMCO has  a  Sub-Investment
Advisory  Agreement with Wellington Management Company ("Wellington Management")
to provide an investment program to HIMCO for utilization by HIMCO in  rendering
services  to  these funds.  Wellington Management  is a  professional investment
counseling firm  which provides  investment  services to  investment  companies,
other  institutions  and individuals.  Wellington Management  is organized  as a
private  Massachusetts  partnership  and  its  predecessor  organizations   have
provided  investment advisory services to investment companies since 1933 and to
investment counseling clients since 1960. See the accompanying prospectuses  for
each  of  the Funds  for a  more  complete description  of HIMCO  and Wellington
Management and their respective fees.
    
 
                                       26
<PAGE>
PUTNAM FUNDS
 
    Putnam Management,  One Post  Office Square,  Boston, Massachusetts,  02109,
serves  as  the  investment manager  for  the  Funds. An  affiliate,  The Putnam
Advisory Company, Inc., manages domestic and foreign institutional accounts  and
mutual  funds.  Another affiliate  ,  Putnam Fiduciary  Trust  Company, provides
investment advice  to  institutional clients  under  its banking  and  fiduciary
policies.  Putnam Management and its affiliates are wholly-owned subsidiaries of
Marsh &  McLennan  Companies,  Inc.,  a publicly  owned  holding  company  whose
principal  businesses are international insurance brokerage and employee benefit
consulting.
 
FIDELITY FUNDS
 
    The Fidelity Funds  are managed  by Fidelity Management  & Research  Company
("Fidelity  Management"),  whose  principal business  address  is  82 Devonshire
Street, Boston, Massachusetts. Fidelity Management  is one of America's  largest
investment  management organizations.  It is composed  of a  number of different
companies, which provide a variety of financial services and products.  Fidelity
Management  is the  original Fidelity  company, founded  in 1946.  It provides a
number of mutual funds and other clients with investment research and  portfolio
management  services.  Various  Fidelity  companies  perform  certain activities
required to  operate Variable  Insurance Products  Fund and  Variable  Insurance
Products Fund II.
 
                               THE FIXED ACCOUNT
 
    THAT  PORTION OF THE POLICY RELATING TO  THE FIXED ACCOUNT IS NOT REGISTERED
UNDER THE SECURITIES  ACT OF  1933 ("1933  ACT") AND  THE FIXED  ACCOUNT IS  NOT
REGISTERED  AS AN  INVESTMENT COMPANY UNDER  THE INVESTMENT COMPANY  ACT OF 1940
("1940 ACT"). ACCORDINGLY, NEITHER THE  FIXED ACCOUNT NOR ANY INTERESTS  THEREIN
ARE  SUBJECT TO THE PROVISIONS OR RESTRICTIONS OF  THE 1933 ACT OR THE 1940 ACT,
AND THE DISCLOSURE  REGARDING THE  FIXED ACCOUNT HAS  NOT BEEN  REVIEWED BY  THE
STAFF  OF THE SECURITIES AND EXCHANGE COMMISSION. THE FOLLOWING DISCLOSURE ABOUT
THE FIXED ACCOUNT MAY BE SUBJECT  TO CERTAIN GENERALLY APPLICABLE PROVISIONS  OF
THE   FEDERAL  SECURITIES  LAWS  REGARDING  THE  ACCURACY  AND  COMPLETENESS  OF
DISCLOSURE.
 
    Premium Payments and Account 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 law governing the  investments
of insurance company general accounts.
 
    The Fixed Account Minimum Credited Rate is shown in the Contract. Currently,
ITT  Hartford guarantees that it will credit interest at a rate of not less than
4% per year,  compounded annually,  to amounts  allocated to  the Fixed  Account
under  the Policies. ITT Hartford may credit interest at a rate in excess of the
Fixed Account Minimum Credited Rate, however,  ITT Hartford is not obligated  to
credit  any interest in excess of the Fixed Account Minimum Credited Rate. There
is no specific formula for the determination of excess interest credits. Some of
the factors that  ITT Hartford  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 ITT Hartford's investments,  regulatory and tax requirements and
competitive factors. ANY  INTEREST CREDITED  TO AMOUNTS ALLOCATED  TO THE  FIXED
ACCOUNT  IN EXCESS OF THE FIXED ACCOUNT MINIMUM CREDITED RATE WILL BE DETERMINED
IN THE SOLE DISCRETION OF ITT HARTFORD.  THE POLICY OWNER ASSUMES THE RISK  THAT
INTEREST  CREDITED TO FIXED ACCOUNT ALLOCATIONS MAY NOT EXCEED THE FIXED ACCOUNT
MINIMUM CREDITED RATE.
 
                                 OTHER MATTERS
 
VOTING RIGHTS
 
    In accordance with its view of  presently applicable law, ITT Hartford  will
vote the shares of the Funds at regular and special meetings of the shareholders
of the Funds in accordance with instructions from Policy Owners (or the assignee
of  the Policy, as the case may be) having a voting interest in Separate Account
VL II. The number of shares held in the Separate Account which are allocable  to
each Policy Owner is determined
 
                                       27
<PAGE>
by  dividing the Policy  Owner's interest in  each Sub-Account by  the net asset
value of the applicable shares of the  Funds. ITT Hartford will vote shares  for
which  no instructions  have been  given and shares  which are  not allocable to
Policy Owners (i.e., shares owned by ITT Hartford) in the same proportion as  it
votes  shares for which it has  received instructions. If the Investment Company
Act of 1940 or any rule promulgated thereunder should be amended, however, or if
ITT Hartford's  present  interpretation should  change  and, as  a  result,  ITT
Hartford  determines it is permitted to vote the  shares of the Funds in its own
right, it may elect to do so.
 
    The voting interests of the Policy Owner (or the assignee) in the Funds will
be determined as  follows: Policy  Owners may  cast one  vote for  each full  or
fractional  Accumulation  Unit  owned  under  the  Policy  and  allocated  to  a
Sub-Account the  assets of  which are  invested in  the particular  Fund on  the
record  date for the  shareholder meeting for  that Fund. If,  however, a Policy
Owner has  taken a  loan secured  by the  Policy, amounts  transferred from  the
Sub-Account(s)  to the Loan Account(s) in  connection with the loan (see "Policy
Benefits and Rights  -- Policy  Loans," page      )  will not  be considered  in
determining  the  voting interests  of the  Policy  Owner. Policy  Owners should
review the  prospectuses  for  the  Funds which  accompany  this  Prospectus  to
determine matters on which shareholders may vote.
 
    ITT  Hartford may, when required  by state insurance regulatory authorities,
disregard voting instructions  if the  instructions require that  the shares  be
voted  so as to cause a change in the sub-classification or investment objective
of one or more of the Funds  or to approve or disapprove an investment  advisory
policy  for the  Funds. In  addition, ITT  Hartford itself  may disregard voting
instructions in favor of changes initiated  by a Policy Owner in the  investment
policy  or  the  investment adviser  of  the  Funds if  ITT  Hartford reasonably
disapproves of such changes. A change would be disapproved only if the  proposed
change  is contrary to state law  or prohibited by state regulatory authorities.
In the event ITT Hartford does disregard voting instructions, a summary of  that
action  and the reasons  for such action  will be included  in the next periodic
report to Policy Owners.
 
STATEMENTS TO POLICY OWNERS
 
    We will send You a statement at least once each Policy Year, showing:
 
    (a) the current Account Value, Cash Surrender Value and Face Amount;
 
    (b) the premiums paid, Monthly  Deduction Amounts and  loans since the  last
        report;
 
    (c) the amount of any Indebtedness;
 
    (d) notifications required by the provisions of the Policy; and
 
    (e) any  other information required by the Insurance Department of the State
        where the Policy was delivered
 
LIMIT ON RIGHT TO CONTEST
 
    ITT Hartford may not contest the validity of the Policy after it has been in
effect during the lifetime of the Insureds for two years from the Issue Date. If
the Policy  is reinstated,  the two-year  period is  measured from  the date  of
reinstatement.  Any increase in the Supplemental  Face Amount for which evidence
of insurability was obtained is contestable during the lifetime of the  Insureds
for  two years from its  effective date. In addition,  if either Insured commits
suicide in the two-year period,  or such period as  specified in state law,  the
benefit  payable will be limited to the  premiums paid less any Indebtedness and
partial withdrawals.
 
MISSTATEMENT AS TO AGE
 
    If the age of an Insured is incorrectly stated, the amount of Death  Benefit
will be appropriately adjusted as specified in the Policy.
 
PAYMENT OPTIONS
 
    Proceeds  under the Policies may be paid in  a lump sum or may be applied to
one of ITT  Hartford's payment options.  The minimum amount  that may be  placed
under  a payment option  is subject to  the then current  rules of ITT Hartford.
Once payments under Options 2, 3 or  4 commence, no surrender of the Policy  may
be  made for the purpose of receiving a  lump sum settlement in lieu of the life
insurance payments. The following options are available under the Policies.
 
                                       28
<PAGE>
    FIRST OPTION -- Interest Income
 
    Payments of interest at the  rate We declare, but not  less than 3 1/2%  per
    year, on the amount applied under this option.
 
    SECOND OPTION -- Income of Fixed Amount
 
    Equal  payments of  the amount  chosen until  the amount  applied under this
    option, with interest of not  less than 3 1/2%  per year, is exhausted.  The
    final payment will be for the balance remaining.
 
    THIRD OPTION -- Payments for a Fixed Period
 
    An amount payable monthly for the number of years selected which may be from
    1 to 30 years.
 
    FOURTH OPTION -- Life Income
 
   LIFE  ANNUITY  --  an annuity  payable  monthly  during the  lifetime  of the
   annuitant and terminating  with the  last monthly payment  due preceding  the
   death of the annuitant.
 
   LIFE  ANNUITY  WITH  120 MONTHLY  PAYMENTS  CERTAIN --  an  annuity providing
   monthly income to the annuitant for a  fixed period of 120 months and for  as
   long thereafter as the annuitant shall live.
 
    The  Tables in the  Policy provide for guaranteed  dollar amounts of monthly
payments for  each $1,000  applied under  the four  Payment Options.  Under  the
Fourth  Option,  the amount  of each  payment will  depend upon  the age  of the
Annuitant at the time the first payment is due. If any periodic payment due  any
payee is less than $200, ITT Hartford may make payments less often.
 
    The  Table for the  Fourth Option is  based on the  1983a Individual Annuity
Mortality Table set back one year and  a net investment rate of 3.5% per  annum.
The Tables for the First, Second and Third Options are based on a net investment
rate  of 3.5% per  annum. ITT Hartford may,  however, from time  to time, at Our
discretion if mortality appears more favorable and interest rates justify, apply
other tables  which will  result  in higher  monthly  payments for  each  $1,000
applied under one or more of the four Payment Options.
 
    ITT  Hartford will make any other arrangements for income payments as may be
agreed on.
 
BENEFICIARY
 
    The applicant names the Beneficiary in  the application for the Policy.  The
Policy  Owner may change  the Beneficiary (unless  irrevocably named) during the
lifetime of the Insureds by written  request to ITT Hartford. If no  Beneficiary
is  living when the last surviving Insured dies, the Death Proceeds will be paid
to the Policy Owner if living; otherwise to the Policy Owner's estate.
 
ASSIGNMENT
 
    The Policy may be assigned as collateral for a loan or other obligation. ITT
Hartford is not responsible for any payment made or action taken before  receipt
of  written notice of such assignment. Proof  of interest must be filed with any
claim under a collateral assignment.
 
DIVIDENDS
 
    No dividends will be paid under the Policies.
 
                             SUPPLEMENTAL BENEFITS
 
    The following supplemental benefits, which  are subject to the  restrictions
and limitations set forth therein, are among the options that may be included in
a Policy by rider:
 
LAST SURVIVOR EXCHANGE OPTION RIDER
 
    We will exchange this Policy for two individual policies on the life of each
of the Insured, subject to the conditions stated in this rider.
 
                                       29
<PAGE>
ESTATE PROTECTION RIDER
 
    We  will pay a term insurance benefit upon  receipt of due proof of the last
surviving Insured's death while this Policy and rider were in force, subject  to
the conditions stated in this rider.
 
MATURITY DATE EXTENSION RIDER
 
    We  will extend the Maturity Date (the date on which the Policy will mature)
to the date of the death of the second Insured to die, regardless of the age  of
either  Insured.  Certain  Death  Benefit and  premium  restrictions  apply. See
"Income Taxation of Policy Benefits."
 
YEARLY RENEWABLE TERM LIFE INSURANCE RIDER
 
    While this  Policy  and rider  are  in force,  We  will pay  the  term  life
insurance  amount upon receipt of due proof  of death of the designated Insured,
subject to the conditions stated in this rider.
 
                                       30
<PAGE>
                        EXECUTIVE OFFICERS AND DIRECTORS
 
   
<TABLE>
<CAPTION>
                                                                                   OTHER BUSINESS PROFESSION,
                                                                                     VOCATION OR EMPLOYMENT
                                             POSITION WITH IHLA,                        FOR PAST 5 YEARS;
            NAME, AGE                          YEAR OF ELECTION                        OTHER DIRECTORSHIPS
- ----------------------------------  --------------------------------------  -----------------------------------------
<S>                                 <C>                                     <C>
Andrew, Joan M., 38                 Vice President, 1992                    Vice President and Director, National
                                                                              Service Center Operations
                                                                              (1992-Present), ITT Hartford.
Bossen, Wendell J., 62              Vice President, 1995**                  Vice President (1992), Hartford Life
                                                                              Insurance Company; Executive Vice
                                                                              President (1984), Mutual Benefit.
Gregory A. Boyko, 44                Vice President, 1995                    Vice President and Controller
                                                                              (1995-Present), Hartford Life Insurance
                                                                              Company; Chief Financial Officer
                                                                              (1994-1995), IMG American Life; Senior
                                                                              Vice President (1992-1994), Connecticut
                                                                              Mutual.
Cummins, Peter W., 59               Vice President, 1993                    Vice President, Individual Annuity
                                                                              Operations (1989-Present), Hartford
                                                                              Life Insurance Company.
deRaismes, Ann M., 45               Vice President, 1994                    Vice President (1994-Present), Assistant
                                                                              Vice President (1992), Director of
                                                                              Human Resources (1991-Present),
                                                                              Hartford Life Insurance Company.
Dooley, James R., 59                Vice President, 1977                    Vice President, Director Information
                                                                              Services (1973- Present), ITT Hartford.
Fitch, Timothy M., 43               Vice President, 1995                    Vice President (1995-Present); Assistant
                                                                              Vice President (1993); Director (1991),
                                                                              Hartford Life.
Frahm, Donald R., 64                Director, 1995*                         Chairman and Chief Executive Officer
                                                                              (1988-Present), ITT Hartford Insurance
                                                                              Group, Inc.
Gardner, Bruce D., 45               Director, 1991*                         Vice President (1996-Present) General
                                                                              Counsel and Corporate Secretary (1991),
                                                                              Hartford Life Insurance Company
Gareau, Joseph H., 49               Executive Vice President, 1993 Chief    Executive Vice President and Chief
                                      Investment Officer 1993 Director,       Investment Officer, (1993-Present),
                                      1993*                                   Hartford Life Insurance Company
Gillette, Donald J., 50             Vice President, 1993                    Vice President, Director of Marketing
                                                                              (1991-Present), ITT Hartford; MSI
                                                                              Insurance (1986)
Godkin, Lynda, 42                   Associate General Counsel, 1995         Associate General Counsel and Corporate
                                      Corporate Secretary, 1995               Secretary (1995-Present), Assistant
                                                                              General Counsel and Secretary (1994),
                                                                              Counsel (1990), Hartford Life Insurance
                                                                              Company
</TABLE>
    
 
                                       31
<PAGE>
   
<TABLE>
<CAPTION>
                                                                                   OTHER BUSINESS PROFESSION,
                                                                                     VOCATION OR EMPLOYMENT
                                             POSITION WITH IHLA,                        FOR PAST 5 YEARS;
            NAME, AGE                          YEAR OF ELECTION                        OTHER DIRECTORSHIPS
- ----------------------------------  --------------------------------------  -----------------------------------------
<S>                                 <C>                                     <C>
Grady, Lois W., 51                  Vice President, 1993                    Vice President (1993-Present), Assistant
                                                                              Vice President (1988), Hartford Life
                                                                              Insurance Company
Hall, David A. 42                   Senior Vice President, 1993 Actuary,    Senior Vice President and Actuary
                                      1993                                    (1993-Present), Hartford Life Insurance
                                                                              Company
Kanarek, Joseph, 48                 Vice President, 1994                    Vice President (1991-Present), Director
                                      Director, 1994*                         (1992-Present), Hartford Life Insurance
                                                                              Company
Robert A. Kerzner, 44               Vice President, 1994                    Vice President (1994-Present), Regional
                                                                              Vice President (1991), Life Sales
                                                                              Manager (1990), Hartford Life Insurance
                                                                              Company.
Kohlhof, LaVern L., 66              Vice President, 1980                    Vice President and Secretary
                                      Secretary, 1980                         (1980-Present), ITT Hartford
Malchodi, Jr., William B., 45       Vice President, 1994                    Vice President (1994-Present), Director
                                      Director of Taxes, 1992                 of Taxes (1992-Present), Assistant
                                                                              General Counsel and Assistant Director
                                                                              of Taxes (1986), Hartford Insurance
                                                                              Group
Marra, Thomas M., 37                Executive Vice President, 1995          Senior Vice President (1994), Director of
                                      Director, 1994*                         Individual Annuities (1991), Vice
                                                                              President (1989), Hartford Life
                                                                              Insurance Company
Matthiesen, Steven L., 51           Vice President, 1984                    Vice President, Director of New Business
                                                                              (1984-Present), ITT Hartford
Joseph J. Noto, 44                  Vice President, 1989                    Vice President (1989-Present), Hartford
                                                                              Life Insurance Company.
Raymond, Craig D., 32               Vice President, 1993                    Vice President and Chief Actuary
                                      Chief Actuary, 1994                     (1994-Present), Vice President (1993),
                                                                              Assistant Vice President (1992),
                                                                              Actuary (1989-1994), Hartford Life
                                                                              Insurance Company
Schrandt, David T., 48              Vice President, 1987                    Vice President, Treasurer and Controller
                                      Treasurer, 1987                         (1987-Present), ITT Hartford
Smith, Lowndes A., 55               President, 1993 Chief Executive         President and Chief Executive Officer
                                      Officer, 1993 Director, 1985*           (1993-Present), ITT Hartford; President
                                                                              and Chief Operating Officer
                                                                              (1989-Present), Hartford Life Insurance
                                                                              Company
</TABLE>
    
 
                                       32
<PAGE>
   
<TABLE>
<CAPTION>
                                                                                   OTHER BUSINESS PROFESSION,
                                                                                     VOCATION OR EMPLOYMENT
                                             POSITION WITH IHLA,                        FOR PAST 5 YEARS;
            NAME, AGE                          YEAR OF ELECTION                        OTHER DIRECTORSHIPS
- ----------------------------------  --------------------------------------  -----------------------------------------
<S>                                 <C>                                     <C>
Zlatkus, Lizabeth H., 36            Vice President, 1994 Director, 1994*    Vice President, Director Business
                                                                              Operations (1994), Assistant Vice
                                                                              President, Director Executive
                                                                              Operations (1992), Executive Staff
                                                                              Assistant to President (1990), Hartford
                                                                              Life Insurance Company
</TABLE>
    
 
- ------------------------
*  Denotes year of election to Board of Directors
** ITT Hartford Affiliated Company
 
                          DISTRIBUTION OF THE POLICIES
 
    ITT Hartford intends to sell the  Policies in all jurisdictions where it  is
licensed  to do  business. The  Policies will  be sold  by life  insurance sales
representatives  who   represent   ITT   Hartford   and   who   are   registered
representatives  of Hartford  Equity Sales  Company, Inc.  ("HESCO"), or certain
other registered Broker-Dealers. Any sales representative or employee will  have
been qualified to sell variable life insurance policies under applicable federal
and  state  laws.  Each  Broker-Dealer is  registered  with  the  Securities and
Exchange Commission  under the  Securities  Exchange Act  of  1934 and  all  are
members  of the  National Association of  Securities Dealers, Inc.  HESCO is the
principal underwriter  for  the Policies.  During  the first  Policy  Year,  the
maximum  sales commission payable to ITT Hartford agents, independent registered
insurance brokers, and other  registered Broker-Dealers is  45% of the  premiums
paid  up to a Target Premium and 5% of any excess. In Policy Years 2 through 10,
agent commissions will not exceed 5.5% of premiums paid. For Policy Years 11 and
later, the agent  commissions will  not exceed 2%  of the  premiums paid.  Agent
commissions  may be less for premiums  Attributable to Supplemental Face Amount.
In addition, expense  allowances may be  paid. The sales  representative may  be
required  to  return all  or a  portion of  the commissions  paid if  the Policy
terminates prior to the second Policy Anniversary.
 
                            SAFEKEEPING OF SEPARATE
                             ACCOUNT VL II'S ASSETS
 
    The assets of the Separate Account are  held by ITT Hartford. The assets  of
the  Separate Account are kept physically segregated and held separate and apart
from the General Account of ITT Hartford. ITT Hartford maintains records of  all
purchases  and redemptions of shares of  the Fund. Additional protection for the
assets of the Separate  Account is afforded by  ITT Hartford's blanket  fidelity
bond issued by Aetna Casualty and Surety Company, in the aggregate amount of $50
million, covering all of the officers and employees of ITT Hartford.
 
                           FEDERAL TAX CONSIDERATIONS
 
GENERAL
 
    SINCE  THE TAX LAW IS COMPLEX AND SINCE TAX CONSEQUENCES WILL VARY ACCORDING
TO THE ACTUAL STATUS  OF THE POLICY  OWNER INVOLVED AND THE  TYPE OF PLAN  UNDER
WHICH  THE POLICY IS PURCHASED, LEGAL AND TAX  ADVICE MAY BE NEEDED BY A PERSON,
TRUSTEE OR OTHER ENTITY CONTEMPLATING THE PURCHASE OF A POLICY DESCRIBED HEREIN.
 
    It should be understood that any detailed description of the Federal  income
tax consequences regarding the purchase of these Policies cannot be made in this
Prospectus  and that special tax rules may be applicable with respect to certain
purchase situations not discussed herein. In  addition, no attempt is made  here
to  consider any applicable state or other tax laws. For detailed information, a
qualified tax adviser should always be consulted. This discussion of Federal tax
considerations is based  upon ITT  Hartford's understanding  of current  Federal
income tax laws as they are currently interpreted.
 
                                       33
<PAGE>
TAXATION OF ITT HARTFORD AND THE SEPARATE ACCOUNT
 
   
    The  Separate Account is taxed as a part of ITT Hartford which is taxed as a
life insurance company under Subchapter L of the Internal Revenue Code ("Code").
Accordingly, the Separate Account will not  be taxed as a "regulated  investment
company"  under Subchapter M of the Code. Investment income and realized capital
gains on  the  assets  of  the  Separate  Account  (the  underlying  Funds)  are
reinvested  and  are  taken  into  account  in  determining  the  value  of  the
Accumulation Units. As  a result,  such investment income  and realized  capital
gains  are automatically  applied to  increase reserves  under the  Policy. (See
"Detailed Description of  Policy Benefits  and Provisions  -- Accumulation  Unit
Values", page 11).
    
 
   
    ITT Hartford does not expect to incur any Federal income tax on the earnings
or  realized capital gains attributable to the Separate Account. Based upon this
expectation, no  charge is  currently being  made to  the Separate  Account  for
Federal  income taxes. If  ITT Hartford incurs income  taxes attributable to the
Separate Account or determines that such taxes will be incurred, it may assess a
charge for such taxes against the Separate Account.
    
 
INCOME TAXATION OF POLICY BENEFITS
 
   
    For Federal income  tax purposes,  the Policies  should be  treated as  life
insurance  policies under Section  7702 of the  Code. The death  benefit under a
life insurance  policy  is generally  excluded  from  the gross  income  of  the
Beneficiary.  Also,  a life  insurance Policy  Owner is  generally not  taxed on
increments in  the policy  value until  the Policy  is partially  or  completely
surrendered.  Section 7702 limits the amount of premiums that may be invested in
a Policy that  is treated  as life insurance.  ITT Hartford  intends to  monitor
premium levels to assure compliance with the Section 7702 requirements.
    
 
    Although  ITT  Hartford  believes that  the  Last Survivor  Policies  are in
compliance with  Section 7702  of the  Code, the  manner in  which Section  7702
should  be applied  to certain features  of a joint  survivorship life insurance
contract is not  directly addressed  by Section 7702.  In the  absence of  final
regulations  or other guidance  issued under Section  7702, there is necessarily
some uncertainty whether  a last survivor  life insurance policy  will meet  the
Section 7702 definition of a life insurance contract.
 
    ITT  Hartford also believes  that any loan  received under a  Policy will be
treated as Indebtedness of the Policy Owner, and that no part of any loan  under
a  Policy will constitute income to the  Policy Owner. A surrender or assignment
of the Policy may have tax consequences depending upon the circumstances. Policy
Owners should consult  a qualified  tax adviser  concerning the  effect of  such
changes.
 
    During  the first  fifteen Policy  Years, an  "income first"  rule generally
applies to distributions  of cash required  to be made  under Code Section  7702
because of a reduction in benefits under the Policy.
 
   
    The   Last   Survivor   Exchange  Option   Rider   permits,   under  limited
circumstances, a Policy to be split into two individual policies on the life  of
each  of the Insureds. A  Policy split may have  adverse tax consequences. It is
not clear whether a  Policy split will  be treated as  a nontaxable exchange  or
transfer  under  the Code.  Unless a  Policy  split is  so treated,  among other
things, the split or transfer will  result in the recognition of taxable  income
on  the  gain in  the  Policy. In  addition,  it is  not  clear whether,  in all
circumstances, the individual policies that result from a Policy split would  be
treated  as life insurance policies  under Section 7702 of  the Code or would be
classified as modified endowment  contracts. The Policy  Owner should consult  a
qualified  tax  adviser regarding  the possible  adverse  tax consequences  of a
Policy split.
    
 
   
    The Maturity  Date Extension  Rider  allows a  Policy  Owner to  extend  the
Maturity  Date to the  date of the death  of the last  surviving insured. If the
Maturity Date of  the Policy  is extended by  rider, ITT  Hartford believes  the
Policy  will continue  to be  treated as a  life insurance  contract for Federal
income tax purposes after the scheduled Maturity Date. However, due to the  lack
of  specific guidance on this issue, the result is not certain. If the Policy is
not treated as a life insurance  contract for Federal income tax purposes  after
the  scheduled  Maturity Date,  among other  things, the  Death Proceeds  may be
taxable to  the recipient.  The  Policy Owner  should  consult a  qualified  tax
adviser  regarding  the  possible  adverse tax  consequences  resulting  from an
extension of the scheduled Maturity Date.
    
 
MODIFIED ENDOWMENT CONTRACTS
 
    Code Section 7702A applies an additional test, the "seven-pay" test, to life
insurance contracts. A modified  endowment contract is  a life insurance  policy
which satisfies the Section 7702 definition of life
 
                                       34
<PAGE>
insurance  but fails  the seven-pay  test of  Section 7702A.  The seven-pay test
provides that premiums cannot be paid at  a rate more rapidly than that  allowed
by  the payment  of seven  annual premiums  using specified  computational rules
provided in Section 7702A(c).
 
   
    A policy that is  classified as a modified  endowment contract is  generally
eligible  for the beneficial tax treatment  accorded to life insurance. That is,
the death benefit is generally excluded from income and increments in value  are
not  subject  to  current taxation.  However,  a loans,  distributions  or other
amounts received from a modified endowment contract are treated first as income,
then as a recovery of basis. Taxable withdrawals are subject to a 10% additional
tax, with certain exceptions.  Generally, only distributions  and loans made  in
the  first year in which a policy  becomes a modified endowment contract, and in
subsequent years, are taxable. However, distributions and loans made in the  two
years  prior  to a  policy's  failing the  seven-pay test  are  deemed to  be in
anticipation of failure and are subject to tax.
    
 
   
    If the Policy satisfies  the seven-pay test  for seven years,  distributions
and loans made thereafter will not be subject to the modified endowment contract
rules,  unless  the Policy  is changed  materially. The  seven-pay test  will be
applied anew at any time the Policy undergoes a material change, which  includes
an increase in the death benefit.
    
 
    All modified endowment contracts that are issued within any calendar year to
the  same Policy Owner by one company or  its affiliates shall be treated as one
modified endowment contract for the  purpose of determining the taxable  portion
of any loan or distribution.
 
ESTATE AND GENERATION SKIPPING TAXES
 
   
    When  the last surviving Insured dies,  the Death Proceeds will generally be
includible in the Policy  Owner's estate for purposes  of federal estate tax  if
the  last surviving Insured  owned the Policy.  If the Policy  Owner was not the
last surviving Insured, the fair market value of the Policy would be included in
the Policy Owner's estate upon the Policy Owner's death. The Policy would not be
includible in the last surviving Insured's estate if he or she neither  retained
incidents  of ownership at death  nor had given up  ownership within three years
before death.
    
 
    Federal estate tax is integrated with federal gift tax under a unified  rate
schedule. In general, estates less than $600,000 will not incur a federal estate
tax  liability. In addition, an unlimited marital deduction may be available for
federal estate and gift  tax purposes. The  unlimited marital deduction  permits
the deferral of taxes until the death of the surviving spouse.
 
   
    If  the Policy  Owner (whether  or not  he or  she is  an Insured) transfers
ownership of the Policy to someone two or more generations younger, the transfer
may be subject to the generation skipping transfer tax, the taxable amount being
the value  of  the  Policy.  The  generation-skipping  transfer  tax  provisions
generally  apply to transfers which would be  subject to the gift and estate tax
rules. Individuals  are  generally  allowed  an  aggregate  generation  skipping
transfer  exemption of $1  million. Because these rules  are complex, the Policy
Owner should consult with  a qualified tax adviser  for specific information  if
ownership is passing to younger generations.
    
 
DIVERSIFICATION REQUIREMENTS
 
   
    Section  817 of  the Code provides  that a variable  life insurance contract
(other than a  pension plan  policy) will  not be  treated as  a life  insurance
contract  for  any period  during  which the  investments  made by  the separate
account or underlying  fund are  not adequately diversified  in accordance  with
regulations prescribed by the Treasury Department. If a Policy is not treated as
a life insurance contract, the Policy 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.
    
 
                                       35
<PAGE>
   
    A  separate account must be in compliance with the diversification standards
on the last day  of each calendar  quarter or within 30  days after the  quarter
ends.  If an insurance  company inadvertently fails  to meet the diversification
requirements, the company may  comply within a reasonable  period and avoid  the
taxation  of policy income on  an ongoing basis. However,  either the company or
the Policy 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.
    
 
   
OWNERSHIP OF THE ASSETS IN THE SEPARATE ACCOUNT
    
 
   
    In order for a variable life insurance contract to qualify for tax deferral,
assets in the segregated asset accounts supporting the variable contract must be
considered to be owned by the insurance company and not by the variable contract
owner. The Internal  Revenue Service  ("IRS") has issued  several rulings  which
discuss  investor control. The IRS has ruled  that incidents of ownership by the
contract owner,  such as  the ability  to select  and control  investments in  a
separate  account, will cause the  contract owner to be  treated as the owner of
the assets for tax purposes.
    
 
   
    Further, in the  explanation to  the temporary  Section 817  diversification
regulations,  the Treasury Department  noted that the  temporary regulations "do
not provide guidance concerning the  circumstances in which investor control  of
the  investments of  a segregated asset  account may cause  the investor, rather
than the insurance  company, to be  treated as the  owner of the  assets in  the
account."  The  explanation further  indicates  that "the  temporary regulations
provide that  in  appropriate  cases  a segregated  asset  account  may  include
multiple  sub-accounts, but do not specify the extent to which policyholders may
direct their investments to particular sub-accounts without being treated as the
owners of  the underlying  assets. Guidance  on this  and other  issues will  be
provided in regulations or revenue rulings under section 817(d), relating to the
definition of variable contract." The final regulations issued under Section 817
did  not provide guidance regarding investor control, and as of the date of this
Prospectus, no other such guidance has  been issued. Further, 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  Policy Owner could be  considered the owner of
the assets  for tax  purposes. ITT  Hartford reserves  the right  to modify  the
Policies,  as  necessary, to  prevent Policy  Owners  from being  considered the
owners of the assets in the separate accounts.
    
 
   
LIFE INSURANCE PURCHASED FOR USE IN SPLIT DOLLAR ARRANGEMENTS
    
 
   
    On January 26, 1996, the IRS released a technical advice memorandum  ("TAM")
on  the  taxability of  life  insurance policies  used  in certain  split dollar
arrangements. A TAM, issued by the  National Office of the IRS, provides  advice
as  to the internal revenue laws, regulations, and related statutes with respect
to a specific  set of facts  and a specific  taxpayer. In the  TAM, among  other
things,  the IRS concluded that  an employee was subject  to current taxation on
the excess of the  cash surrender value  of the policy over  the premiums to  be
returned  to the employer. Purchasers  of life insurance policies  to be used in
split dollar arrangements are strongly advised  to consult with a qualified  tax
adviser to determine the tax treatment resulting from such an arrangement.
    
 
FEDERAL INCOME TAX WITHHOLDING
 
   
    If  any amounts are deemed to be current taxable income to the Policy Owner,
such amounts will be  subject to Federal income  tax withholding and  reporting,
pursuant to the Code.
    
 
   
NON-INDIVIDUAL OWNERSHIP OF POLICIES
    
 
   
    Legislation  has recently been proposed which would limit certain of the tax
advantages now  afforded  non-individual  owners of  life  insurance  contracts.
Prospective  Policy Owners which are not  individuals should consult a qualified
tax adviser  to  determine the  status  of  this proposed  legislation  and  its
potential impact on the purchaser.
    
 
                                       36
<PAGE>
   
OTHER
    
 
   
    Federal  estate  tax,  state and  local  estate, inheritance  and  other tax
consequences  of  ownership,  or  receipt  of  Policy  proceeds  depend  on  the
circumstances  of  each Policy  Owner or  beneficiary.  A qualified  tax adviser
should be consulted to determine the impact of these taxes.
    
 
   
LIFE INSURANCE PURCHASES BY NONRESIDENT ALIENS AND FOREIGN CORPORATIONS
    
 
   
    The discussion  above provides  general information  regarding U.S.  federal
income  tax consequences to life insurance  purchasers that are U.S. citizens or
residents. Purchasers that are not U.S. citizens or residents will generally  be
subject to U.S. federal income tax and withholding on taxable distributions from
life  insurance policies at a  30% rate, unless a  lower treaty rate applies. In
addition, purchasers may be  subject to state and/or  municipal taxes and  taxes
that  may be  imposed by  the purchaser's  country of  citizenship or residence.
Prospective purchasers  are advised  to  consult with  a qualified  tax  advisor
regarding  U.S. state,  and foreign  taxation with  respect to  a life insurance
policy purchase.
    
 
                               LEGAL PROCEEDINGS
 
    There are  no pending  material legal  proceedings affecting  the  Policies,
Separate Account VL II or any of the Funds.
 
                                 LEGAL MATTERS
 
   
    Legal  matters in connection  with the issue  and sale of  the last survivor
flexible premium variable life insurance  policies described in this  Prospectus
and  the organization of ITT Hartford, its authority to issue the Policies under
Connecticut law and the validity of the forms of the Policies under  Connecticut
law  and legal matters  relating to the  Federal securities and  income tax laws
have been passed on by Lynda Godkin, Associate General Counsel of ITT Hartford.
    
 
                                    EXPERTS
 
   
    The financial  statements  included  in  this  Prospectus  and  Registration
Statement   have  been  audited  by  Arthur  Andersen  LLP,  independent  public
accountants, as indicated  in their report  herein, and are  included herein  in
reliance  upon the authority of said firm  as experts in accounting and auditing
in giving said report. The principal business address of Arthur Andersen LLP  is
One Financial Plaza, Hartford, Connecticut 06103.
    
 
   
    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  hypothetical  Policy  illustrations  included  in  this  Prospectus and
Registration Statement have  been approved by  Ken A. McCullum,  FSA, and  MAAA,
Director  of Individual Life  Product Development, and  are included in reliance
upon his opinion as to their reasonableness.
 
                             REGISTRATION STATEMENT
 
    A registration statement  has been  filed with the  Securities and  Exchange
Commission under the Securities Act of 1933 as amended. This Prospectus does not
contain  all information set forth in the registration statement, its amendments
and exhibits,  to  all  of  which reference  is  made  for  further  information
concerning Separate Account VL II, ITT Hartford, and the Policies.
 
                                       37
<PAGE>
                                   APPENDIX A
                    ILLUSTRATION OF DEATH BENEFITS, ACCOUNT
                        VALUES AND CASH SURRENDER VALUES
 
   
    The tables in Appendix A illustrate the way in which a Policy operates. They
show  how the  death benefit  and surrender  value could  vary over  an extended
period of time  assuming hypothetical gross  rates of return  equal to  constant
after  tax  annual  rates  of  0%, 6%  and  12%.  The  illustrations  assume the
following: a male,  preferred, age  55, and a  female, preferred,  age 50,  with
$1,000,000 of Basic Face Amount and a premium of $15,500.00 paid in all years; a
male, preferred, age 55, and a female, preferred, age 50, with $750,000 of Basic
Face  Amount and $250,000 of Supplemental Face Amount and a premium of $7,500.00
paid in all years; a male, preferred,  age 65, and a female, preferred, age  65,
with $1,000,000 of Basic Face Amount and a premium of $27,000.00 paid for in all
years;  and a  male, preferred,  age 65,  and a  female, preferred,  age 65 with
$750,000 of Basic  Face Amount and  $250,000 of Supplemental  Face Amount and  a
premium of $21,500.00 paid in all years.
    
 
   
    The  death benefit and surrender value for  a Policy would be different from
those shown if  the rates of  return averaged 0%,  6% and 12%  over a period  of
years,  but also fluctuated above or  below those averages for individual Policy
Years. They would also differ if any  contract loan were made during the  period
of time illustrated.
    
 
   
    The  tables reflect the deductions of  current Policy charges and guaranteed
Policy charges  for  a  single  gross interest  rate.  The  death  benefits  and
surrender values would change if the current Cost of Insurance charges change.
    
 
   
    The amounts shown for the death benefit and surrender value as of the end of
each  Policy Year take into  account an average daily  charge equal to an annual
charge of 0.70%  of the average  daily net  assets of the  Funds for  investment
advisory  and administrative services  fees. The gross  annual investment return
rates of 0%, 6% and 12% on the Fund's assets are equal to net annual  investment
return rates (net of the 0.70% average daily charge) of -.70%, 5.30% and 11.30%,
respectively.
    
 
   
    In  addition, the death  benefit and surrender  value as of  the end of each
Policy Year  take into  account  the front-end  sales load,  premium  processing
charge,  federal tax  charge, premium  tax charge (assumed  to be  2.0% in these
illustrations), Cost  of Insurance  Charge,  Monthly Administrative  Fee,  Issue
Charge, and Mortality and Expense Risk Charge.
    
 
    The  hypothetical returns  shown in the  tables are without  any tax charges
that may be allocable to the Separate Account in the future. In order to produce
after tax returns of 0%, 6%, and 12%, the Separate Account would have to earn  a
sufficient  amount in excess  of 0% or 6%  or 12% to cover  any tax charges (see
"Deductions and Charges -- Charges Against the Separate Account -- Taxes,"  page
22).
 
    The "Premium Paid Plus Interest" column of each table shows the amount which
would  accumulate if  the initial premium  was invested to  earn interest, after
taxes of 5% per year, compounded annually.
 
    ITT Hartford will furnish upon request, a comparable illustration reflecting
the proposed insureds age, risk  classification, Face Amount or initial  premium
requested,  and reflecting guaranteed Cost of Insurance rates. ITT Hartford will
also furnish  an  additional similar  illustration  reflecting current  Cost  of
Insurance  rates which may be less than,  but never greater than, the guaranteed
Cost of Insurance rates.
 
                                       38
<PAGE>
                         ITT HARTFORD LIFE AND ANNUITY
                               INSURANCE COMPANY
                                FLEXIBLE PREMIUM
                            VARIABLE LIFE INSURANCE
                          DEATH BENEFIT OPTION: LEVEL
                          $1,000,000 BASIC FACE AMOUNT
                          ISSUE AGE 55 MALE PREFERRED/
                         ISSUE AGE 50 FEMALE PREFERRED
                           $15,500 SCHEDULED PREMIUM
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.30% NET)
 
<TABLE>
<CAPTION>
            PREMIUMS        CURRENT CHARGES*    GUARANTEED CHARGES**
END OF    ACCUMULATED     --------------------  --------------------
POLICY   AT 5% INTEREST    ACCOUNT     DEATH     ACCOUNT     DEATH
 YEAR       PER YEAR        VALUE     BENEFIT     VALUE     BENEFIT
- ------   --------------   ---------  ---------  ---------  ---------
<S>      <C>              <C>        <C>        <C>        <C>
   1          16,275          6,640  1,000,000      6,355  1,000,000
   2          33,364         19,876  1,000,000     19,276  1,000,000
   3          51,307         34,386  1,000,000     33,438  1,000,000
   4          70,147         50,280  1,000,000     48,948  1,000,000
   5          89,930         67,680  1,000,000     65,923  1,000,000
 
   6         11,0701         88,459  1,000,000     86,232  1,000,000
   7         13,2511        111,199  1,000,000    108,453  1,000,000
   8         15,5412        136,078  1,000,000    132,757  1,000,000
   9         17,9457        163,290  1,000,000    159,332  1,000,000
  10         20,4705        193,046  1,00,0000    188,382  1,000,000
 
  11         23,1215        229,559  1,000,000    221,973  1,000,000
  12         25,9051        270,036  1,000,000    258,855  1,000,000
  13         28,8279        314,910  1,000,000    299,348  1,000,000
  14         31,8968        364,656  1,000,000    343,816  1,000,000
  15         35,1191        419,812  1,000,000    392,680  1,000,000
 
  16         38,5026        480,980  1,000,000    446,431  1,000,000
  17         42,0552        548,784  1,000,000    505,661  1,000,000
  18         45,7855        623,886  1,000,000    570,998  1,000,000
  19         49,7022        707,036  1,000,000    642,465  1,000,000
  20         53,8148        799,101  1,000,000    720,352  1,000,000
 
  25         72,4270      1,424,338  1,000,000  1,221,573  1,000,000
  35        101,4302      2,435,429  1,000,000  1,951,085  1,000,000
</TABLE>
 
  * THESE  VALUES  REFLECT INVESTMENT  RESULTS USING  CURRENT COST  OF INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
 ** THESE VALUES REFLECT INVESTMENT RESULTS  USING GUARANTEED COST OF  INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
*** IF  YOU SURRENDER YOUR  POLICY DURING THE  FIRST TWO POLICY  YEARS, YOU WILL
    RECEIVE A REFUND IN ADDITION TO THE  CASH VALUES SHOWN. THE REFUND PLUS  THE
    CASH VALUE WOULD BE $9,740.00 IN YEAR ONE AND $23,557.74 IN YEAR TWO FOR THE
    CURRENT CHARGES.
 
    THE DEATH BENEFIT MAY, AND THE ACCOUNT VALUES AND CASH SURRENDER VALUES WILL
DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.
 
    THE  HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN  THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY  WOULD  BE DIFFERENT  FROM  THOSE  SHOWN IF  ACTUAL  INVESTMENT  RETURN
APPLICABLE TO THE POLICY AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE  OR BELOW  THAT AVERAGE  FOR INDIVIDUAL  POLICY YEARS.  THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN,  DEPENDING  ON THE  INVESTMENT  ALLOCATIONS MADE  TO  THE  SEPARATE
ACCOUNTS  AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE  TO THE POLICY  AVERAGED 12%, BUT  VARIED ABOVE  OR
BELOW  THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE  ACHIEVED FOR ANY ONE YEAR OR  SUSTAINED
OVER ANY PERIOD OF TIME.
 
                                       39
<PAGE>
                         ITT HARTFORD LIFE AND ANNUITY
                               INSURANCE COMPANY
                                FLEXIBLE PREMIUM
                            VARIABLE LIFE INSURANCE
                          DEATH BENEFIT OPTION: LEVEL
                          $1,000,000 BASIC FACE AMOUNT
                          ISSUE AGE 55 MALE PREFERRED/
                         ISSUE AGE 50 FEMALE PREFERRED
                           $15,500 SCHEDULED PREMIUM
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.30% NET)
 
<TABLE>
<CAPTION>
                                                       GUARANTEED
            PREMIUMS         CURRENT CHARGES*           CHARGES**
END OF    ACCUMULATED     -----------------------  -------------------
POLICY   AT 5% INTEREST    ACCOUNT       DEATH     ACCOUNT     DEATH
 YEAR       PER YEAR        VALUE       BENEFIT     VALUE     BENEFIT
- ------   --------------   ----------   ----------  --------  ---------
<S>      <C>              <C>          <C>         <C>       <C>
   1          16,275        6,255***    1,000,000    5,978   1,000,000
   2          33,364       18,372***    1,000,000   17,806   1,000,000
   3          51,307       30,928       1,000,000   30,060   1,000,000
   4          70,147       43,921       1,000,000   42,738   1,000,000
   5          89,930       57,346       1,000,000   55,832   1,000,000
 
   6         11,0701       72,865       1,000,000   71,006   1,000,000
   7         13,2511       88,870       1,000,000   86,650   1,000,000
   8         15,5412      105,353       1,000,000  102,754   1,000,000
   9         17,9457      122,298       1,000,000  119,302   1,000,000
  10         20,4705      139,682       1,000,000  136,269   1,000,000
 
  11         23,1215      161,092       1,000,000  155,138   1,000,000
  12         25,9051      183,507       1,000,000  174,499   1,000,000
  13         28,8279      206,971       1,00,0000  194,304   1,000,000
  14         31,8968      231,513       1,000,000  214,486   1,000,000
  15         35,1191      257,177       1,000,000  234,972   1,000,000
 
  16         38,5026      284,001       1,000,000  255,679   1,000,000
  17         42,0552      311,968       1,000,000  276,521   1,000,000
  18         45,7855      341,156       1,000,000  297,403   1,000,000
  19         49,7022      371,651       1,000,000  318,228   1,000,000
  20         53,8148      403,540       1,000,000  338,875   1,000,000
 
  25         72,4270      583,303       1,000,000  433,159   1,000,000
  35        101,4302      804,440       1,000,000  486,347   1,000,000
</TABLE>
 
  * THESE  VALUES  REFLECT INVESTMENT  RESULTS USING  CURRENT COST  OF INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
 ** THESE VALUES REFLECT INVESTMENT RESULTS  USING GUARANTEED COST OF  INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
*** IF  YOU SURRENDER YOUR  POLICY DURING THE  FIRST TWO POLICY  YEARS, YOU WILL
    RECEIVE A REFUND IN ADDITION TO THE  CASH VALUES SHOWN. THE REFUND PLUS  THE
    CASH VALUE WOULD BE $9,355.00 IN YEAR ONE AND $22,053.74 IN YEAR TWO FOR THE
    CURRENT CHARGES.
 
    THE DEATH BENEFIT MAY, AND THE ACCOUNT VALUES AND CASH SURRENDER VALUES WILL
DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.
 
    THE  HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN  THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY  WOULD  BE DIFFERENT  FROM  THOSE  SHOWN IF  ACTUAL  INVESTMENT  RETURN
APPLICABLE  TO THE POLICY AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW  THAT AVERAGE  FOR INDIVIDUAL  POLICY YEARS.  THE DEATH  BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE  SHOWN,  DEPENDING  ON THE  INVESTMENT  ALLOCATIONS MADE  TO  THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES  OF
INVESTMENT  RETURN APPLICABLE  TO THE  POLICY AVERAGED  6%, BUT  VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE  THAT
THIS  HYPOTHETICAL RATE OF RETURN CAN BE  ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
 
                                       40
<PAGE>
                         ITT HARTFORD LIFE AND ANNUITY
                               INSURANCE COMPANY
                                FLEXIBLE PREMIUM
                            VARIABLE LIFE INSURANCE
                          DEATH BENEFIT OPTION: LEVEL
                          $1,000,000 BASIC FACE AMOUNT
                          ISSUE AGE 55 MALE PREFERRED/
                         ISSUE AGE 50 FEMALE PREFERRED
                            $15,500 PLANNED PREMIUM
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.70% NET)
 
<TABLE>
<CAPTION>
                                                       GUARANTEED
            PREMIUMS         CURRENT CHARGES*           CHARGES**
END OF    ACCUMULATED     -----------------------  -------------------
POLICY   AT 5% INTEREST     ACCOUNT       DEATH    ACCOUNT     DEATH
 YEAR       PER YEAR         VALUE       BENEFIT    VALUE     BENEFIT
- ------   --------------   -----------   ---------  --------  ---------
<S>      <C>              <C>           <C>        <C>       <C>
   1          16,275         5,870***   1,000,000    5,602   1,000,000
   2          33,364        16,915***   1,000,000   16,383   1,000,000
   3          51,307        27,697      1,000,000   26,905   1,000,000
   4          70,147        38,198      1,000,000   37,149   1,000,000
   5          89,930        48,396      1,000,000   47,095   1,000,000
 
   6         11,0701        59,867      1,000,000   58,315   1,000,000
   7         13,2511        70,960      1,000,000   69,163   1,000,000
   8         15,5412        81,648      1,000,000   79,607   1,000,000
   9         17,9457        91,897      1,000,000   89,615   1,000,000
  10         20,4705       101,661      1,000,000   99,141   1,000,000
 
  11         23,1215       114,217      1,000,000  109,403   1,000,000
  12         25,9051       126,576      1,000,000  119,089   1,000,000
  13         28,8279       138,728      1,000,000  128,113   1,000,000
  14         31,8968       150,646      1,000,000  136,367   1,000,000
  15         35,1191       162,318      1,000,000  143,735   1,000,000
 
  16         38,5026       173,717      1,000,000  150,081   1,000,000
  17         42,0552       184,749      1,000,000  155,258   1,000,000
  18         45,7855       195,427      1,000,000  159,102   1,000,000
  19         49,7022       205,760      1,000,000  161,426   1,000,000
  20         53,8148       215,757      1,000,000  162,006   1,000,000
 
  25         72,4270       25,4025      1,000,000  126,058   1,000,000
  35        101,4302       26,1033      1,000,000        0   1,000,000
</TABLE>
 
  * THESE VALUES  REFLECT INVESTMENT  RESULTS USING  CURRENT COST  OF  INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
 ** THESE  VALUES REFLECT INVESTMENT RESULTS  USING GUARANTEED COST OF INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
*** IF YOU SURRENDER  YOUR POLICY DURING  THE FIRST TWO  POLICY YEARS, YOU  WILL
    RECEIVE  A REFUND IN ADDITION TO THE  CASH VALUES SHOWN. THE REFUND PLUS THE
    CASH VALUE WOULD BE $8970.00 IN YEAR ONE AND $20,596.74 IN YEAR TWO FOR  THE
    CURRENT CHARGES.
 
    THE DEATH BENEFIT MAY, AND THE ACCOUNT VALUES AND CASH SURRENDER VALUES WILL
DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.
 
    THE  HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN  THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY  WOULD  BE DIFFERENT  FROM  THOSE  SHOWN IF  ACTUAL  INVESTMENT  RETURN
APPLICABLE  TO THE POLICY AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW  THAT AVERAGE  FOR INDIVIDUAL  POLICY YEARS.  THE DEATH  BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE  SHOWN,  DEPENDING  ON THE  INVESTMENT  ALLOCATIONS MADE  TO  THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES  OF
INVESTMENT  RETURN APPLICABLE  TO THE  POLICY AVERAGED  0%, BUT  VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE  THAT
THIS  HYPOTHETICAL RATE OF RETURN CAN BE  ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
 
                                       41
<PAGE>
                         ITT HARTFORD LIFE AND ANNUITY
                               INSURANCE COMPANY
                                FLEXIBLE PREMIUM
                            VARIABLE LIFE INSURANCE
                          DEATH BENEFIT OPTION: LEVEL
                           $750,000 BASIC FACE AMOUNT
                       $250,000 SUPPLEMENTAL FACE AMOUNT
                          ISSUE AGE 55 MALE PREFERRED/
                         ISSUE AGE 50 FEMALE PREFERRED
                            $7,500 SCHEDULED PREMIUM
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.30% NET)
 
<TABLE>
<CAPTION>
                                                         GUARANTEED
            PREMIUMS          CURRENT CHARGES*            CHARGES**
END OF    ACCUMULATED     -------------------------  -------------------
POLICY   AT 5% INTEREST      ACCOUNT        DEATH    ACCOUNT     DEATH
 YEAR       PER YEAR          VALUE        BENEFIT    VALUE     BENEFIT
- ------   --------------   -------------   ---------  --------  ---------
<S>      <C>              <C>             <C>        <C>       <C>
   1           7,875           3,573***   1,000,000    3,209   1,000,000
   2          16,144           9,606***   1,000,000    8,839   1,000,000
   3          24,826          16,159      1,000,000   14,948   1,000,000
   4          33,942          23,263      1,000,000   21,561   1,000,000
   5          43,514          30,948      1,000,000   28,703   1,000,000
 
   6          53,565          40,441      1,000,000   37,596   1,000,000
   7          64,118          50,696      1,000,000   47,187   1,000,000
   8          75,199          61,757      1,000,000   57,513   1,000,000
   9          86,834          73,665      1,000,000   68,608   1,000,000
  10          99,051          86,455      1,000,000   80,495   1,000,000
 
  11         111,878         102,890      1,000,000   93,739   1,000,000
  12         125,347         121,037      1,000,000  107,884   1,000,000
  13         139,490         141,092      1,000,000  122,975   1,000,000
  14         154,339         163,237      1,000,000  139,008   1,000,000
  15         169,931         187,692      1,000,000  155,974   1,000,000
 
  16         186,303         214,688      1,000,000  173,851   1,000,000
  17         203,493         244,419      1,000,000  192,620   1,000,000
  18         221,543         277,214      1,000,000  212,251   1,000,000
  19         240,495         313,440      1,000,000  232,717   1,000,000
  20         260,394         353,506      1,000,000  253,970   1,000,000
 
  25         350,453         623,999      1,000,000  368,547   1,000,000
  35         490,791       1,068,158      1,426,222  482,460   1,000,000
</TABLE>
 
  * THESE VALUES  REFLECT INVESTMENT  RESULTS USING  CURRENT COST  OF  INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
 ** THESE  VALUES REFLECT INVESTMENT RESULTS  USING GUARANTEED COST OF INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
*** IF YOU SURRENDER  YOUR POLICY DURING  THE FIRST TWO  POLICY YEARS, YOU  WILL
    RECEIVE  A REFUND IN ADDITION TO THE  CASH VALUES SHOWN. THE REFUND PLUS THE
    CASH VALUE WOULD BE $4,210.50 IN YEAR ONE AND $9,606.00 IN YEAR TWO FOR  THE
    CURRENT CHARGES.
 
    THE DEATH BENEFIT MAY, AND THE ACCOUNT VALUES AND CASH SURRENDER VALUES WILL
DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.
 
    THE  HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN  THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY  WOULD  BE DIFFERENT  FROM  THOSE  SHOWN IF  ACTUAL  INVESTMENT  RETURN
APPLICABLE TO THE POLICY AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE  OR BELOW  THAT AVERAGE  FOR INDIVIDUAL  POLICY YEARS.  THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN,  DEPENDING  ON THE  INVESTMENT  ALLOCATIONS MADE  TO  THE  SEPARATE
ACCOUNTS  AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE  TO THE POLICY  AVERAGED 12%, BUT  VARIED ABOVE  OR
BELOW  THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE  ACHIEVED FOR ANY ONE YEAR OR  SUSTAINED
OVER ANY PERIOD OF TIME.
 
                                       42
<PAGE>
                         ITT HARTFORD LIFE AND ANNUITY
                               INSURANCE COMPANY
                                FLEXIBLE PREMIUM
                            VARIABLE LIFE INSURANCE
                          DEATH BENEFIT OPTION: LEVEL
                           $750,000 BASIC FACE AMOUNT
                       $250,000 SUPPLEMENTAL FACE AMOUNT
                          ISSUE AGE 55 MALE PREFERRED/
                         ISSUE AGE 50 FEMALE PREFERRED
                            $7,500 SCHEDULED PREMIUM
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.30% NET)
 
<TABLE>
<CAPTION>
                                                        GUARANTEED
              PREMIUMS         CURRENT CHARGES*         CHARGES**
 END OF     ACCUMULATED     ----------------------  ------------------
 POLICY    AT 5% INTEREST    ACCOUNT       DEATH    ACCOUNT    DEATH
  YEAR        PER YEAR        VALUE       BENEFIT    VALUE    BENEFIT
- --------   --------------   ----------   ---------  -------  ---------
<S>        <C>              <C>          <C>        <C>      <C>
    1           7,875         3,353***   1,000,000   3,000   1,000,000
    2          16,144         8,828***   1,000,000   8,105   1,000,000
    3          24,826        14,443      1,000,000  13,334   1,000,000
    4          33,942        20,181      1,000,000  18,669   1,000,000
    5          43,514        26,019      1,000,000  24,084   1,000,000
 
    6          53,565        33,084      1,000,000  30,709   1,000,000
    7          64,118        40,242      1,000,000  37,405   1,000,000
    8          75,199        47,458      1,000,000  44,137   1,000,000
    9          86,834        54,690      1,000,000  50,862   1,000,000
   10          99,051        61,881      1,000,000  57,520   1,000,000
 
   11         111,878        71,654      1,000,000  64,553   1,000,000
   12         125,347        81,778      1,000,000  71,387   1,000,000
   13         139,490        92,254      1,000,000  77,907   1,000,000
   14         154,339       103,074      1,000,000  83,972   1,000,000
   15         169,931       114,290      1,000,000  89,420   1,000,000
 
   16         186,303       125,893      1,000,000  94,061   1,000,000
   17         203,493       137,796      1,000,000  97,682   1,000,000
   18         221,543       150,025      1,000,000  100,045  1,000,000
   19         240,495       162,605      1,000,000  100,864  1,000,000
   20         260,394       175,563      1,000,000  99,788   1,000,000
 
   25         350,453       238,152      1,000,000  46,648   1,000,000
   35         490,791       283,875      1,000,000       0           0
</TABLE>
 
  * THESE  VALUES  REFLECT INVESTMENT  RESULTS USING  CURRENT COST  OF INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
 ** THESE VALUES REFLECT INVESTMENT RESULTS  USING GUARANTEED COST OF  INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
*** IF  YOU SURRENDER YOUR  POLICY DURING THE  FIRST TWO POLICY  YEARS, YOU WILL
    RECEIVE A REFUND IN ADDITION TO THE  CASH VALUES SHOWN. THE REFUND PLUS  THE
    CASH  VALUE WOULD BE $399050  IN YEAR ONE AND $8,828.00  IN YEAR TWO FOR THE
    CURRENT CHARGES.
 
    THE DEATH BENEFIT MAY, AND THE ACCOUNT VALUES AND CASH SURRENDER VALUES WILL
DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.
 
    THE HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN  THIS
PROSPECTUS  ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE  FOR
A  POLICY  WOULD  BE DIFFERENT  FROM  THOSE  SHOWN IF  ACTUAL  INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO  FLUCTUATED
ABOVE  OR BELOW  THAT AVERAGE  FOR INDIVIDUAL  POLICY YEARS.  THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN,  DEPENDING  ON THE  INVESTMENT  ALLOCATIONS MADE  TO  THE  SEPARATE
ACCOUNTS  AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE  TO THE  POLICY AVERAGED  6%, BUT  VARIED ABOVE  OR
BELOW  THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE  ACHIEVED FOR ANY ONE YEAR OR  SUSTAINED
OVER ANY PERIOD OF TIME.
 
                                       43
<PAGE>
                         ITT HARTFORD LIFE AND ANNUITY
                               INSURANCE COMPANY
                                FLEXIBLE PREMIUM
                            VARIABLE LIFE INSURANCE
                          DEATH BENEFIT OPTION: LEVEL
                           $750,000 BASIC FACE AMOUNT
                       $250,000 SUPPLEMENTAL FACE AMOUNT
                          ISSUE AGE 55 MALE PREFERRED/
                         ISSUE AGE 50 FEMALE PREFERRED
                            $7,500 SCHEDULED PREMIUM
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.70% NET)
 
<TABLE>
<CAPTION>
                                                       GUARANTEED
              PREMIUMS        CURRENT CHARGES*          CHARGES**
 END OF     ACCUMULATED     ---------------------  -------------------
 POLICY    AT 5% INTEREST    ACCOUNT      DEATH    ACCOUNT     DEATH
  YEAR        PER YEAR        VALUE      BENEFIT    VALUE     BENEFIT
- --------   --------------   ---------   ---------  -------   ---------
<S>        <C>              <C>         <C>        <C>       <C>
    1           7,875        3,133***   1,000,000   2,791    1,000,000
    2          16,144        8,078***   1,000,000   7,398    1,000,000
    3          24,826       12,848      1,000,000  11,835    1,000,000
    4          33,942       17,422      1,000,000  16,082    1,000,000
    5          43,514       21,776      1,000,000  20,113    1,000,000
 
    6          53,565       26,993      1,000,000  25,011    1,000,000
    7          64,118       31,913      1,000,000  29,616    1,000,000
    8          75,199       36,502      1,000,000  33,894    1,000,000
    9          86,834       40,719      1,000,000  37,803    1,000,000
   10          99,051       44,509      1,000,000  41,288    1,000,000
 
   11         111,878       50,444      1,000,000  44,770    1,000,000
   12         125,347       56,205      1,000,000  47,681    1,000,000
   13         139,490       61,778      1,000,000  49,921    1,000,000
   14         154,339       67,136      1,000,000  51,365    1,000,000
   15         169,931       72,260      1,000,000  51,873    1,000,000
 
   16         186,303       77,119      1,000,000  51,281    1,000,000
   17         203,493       81,608      1,000,000  49,414    1,000,000
   18         221,543       85,734      1,000,000  46,065    1,000,000
   19         240,495       89,507      1,000,000  41,005    1,000,000
   20         260,394       92,931      1,000,000  33,954    1,000,000
 
   25         350,453       95,700      1,000,000       0            0
   35         490,791       55,227      1,000,000       0            0
</TABLE>
 
  * THESE  VALUES  REFLECT INVESTMENT  RESULTS USING  CURRENT COST  OF INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
 ** THESE VALUES REFLECT INVESTMENT RESULTS  USING GUARANTEED COST OF  INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
*** IF  YOU SURRENDER YOUR  POLICY DURING THE  FIRST TWO POLICY  YEARS, YOU WILL
    RECEIVE A REFUND IN ADDITION TO THE  CASH VALUES SHOWN. THE REFUND PLUS  THE
    CASH  VALUE WOULD BE $3,770.50 IN YEAR ONE AND $8,078.00 IN YEAR TWO FOR THE
    CURRENT CHARGES.
 
    THE DEATH BENEFIT MAY, AND THE ACCOUNT VALUES AND CASH SURRENDER VALUES WILL
DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.
 
    THE HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN  THIS
PROSPECTUS  ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE  FOR
A  POLICY  WOULD  BE DIFFERENT  FROM  THOSE  SHOWN IF  ACTUAL  INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO  FLUCTUATED
ABOVE  OR BELOW  THAT AVERAGE  FOR INDIVIDUAL  POLICY YEARS.  THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN,  DEPENDING  ON THE  INVESTMENT  ALLOCATIONS MADE  TO  THE  SEPARATE
ACCOUNTS  AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE  TO THE  POLICY AVERAGED  0%, BUT  VARIED ABOVE  OR
BELOW  THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE  ACHIEVED FOR ANY ONE YEAR OR  SUSTAINED
OVER ANY PERIOD OF TIME.
 
                                       44
<PAGE>
                         ITT HARTFORD LIFE AND ANNUITY
                               INSURANCE COMPANY
                                FLEXIBLE PREMIUM
                            VARIABLE LIFE INSURANCE
                          DEATH BENEFIT OPTION: LEVEL
                          $1,000,000 BASIC FACE AMOUNT
                          ISSUE AGE 65 MALE PREFERRED/
                         ISSUE AGE 65 FEMALE PREFERRED
                           $27,000 SCHEDULED PREMIUM
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.30% NET)
 
<TABLE>
<CAPTION>
              PREMIUMS          CURRENT CHARGES*        GUARANTEED CHARGES**
 END OF     ACCUMULATED     ------------------------  ------------------------
 POLICY    AT 5% INTEREST     ACCOUNT        DEATH      ACCOUNT        DEATH
  YEAR        PER YEAR         VALUE        BENEFIT      VALUE        BENEFIT
- --------   --------------   ------------   ---------  ------------   ---------
<S>        <C>              <C>            <C>        <C>            <C>
    1           28,350         12,929***   1,000,000     12,643      1,000,000
    2           58,118         36,326***   1,000,000     35,725      1,000,000
    3           89,373         61,279      1,000,000     60,329      1,000,000
    4          122,192         87,821      1,000,000     86,483      1,000,000
    5          156,652        115,976      1,000,000    114,207      1,000,000
 
    6          192,834        148,056      1,000,000    145,804      1,000,000
    7          230,826        181,978      1,000,000    179,186      1,000,000
    8          270,717        225,670      1,000,000    214,301      1,000,000
    9          312,603        273,714      1,000,000    251,078      1,000,000
   10          356,583        326,531      1,000,000    289,476      1,000,000
 
   11          402,762        388,547      1,000,000    332,772      1,000,000
   12          451,251        457,159      1,000,000    378,477      1,000,000
   13          502,163        533,085      1,000,000    427,000      1,000,000
   14          555,621        617,128      1,000,000    478,929      1,000,000
   15          611,752        710,397      1,000,000    535,056      1,000,000
 
   16          670,690        813,544      1,000,000    596,446      1,000,000
   17          732,574        926,834      1,000,000    664,590      1,000,000
   18          797,553      1,051,293      1,000,000    741,634      1,000,000
   19          865,781      1,188,074      1,000,000    829,591              0
   20          937,420      1,338,460      1,000,000    924,255              0
 
   25        1,261,632      2,336,059      1,000,000  1,504,229              0
   35        1,766,849      3,916,137      1,426,222  2,332,386              0
</TABLE>
 
  * THESE  VALUES  REFLECT INVESTMENT  RESULTS USING  CURRENT COST  OF INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
 ** THESE VALUES REFLECT INVESTMENT RESULTS  USING GUARANTEED COST OF  INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
*** IF  YOU SURRENDER YOUR  POLICY DURING THE  FIRST TWO POLICY  YEARS, YOU WILL
    RECEIVE A REFUND IN ADDITION TO THE  CASH VALUES SHOWN. THE REFUND PLUS  THE
    CASH  VALUE WOULD BE $16,138.04  IN YEAR ONE AND  $34,914.99 IN YEAR TWO FOR
    THE CURRENT CHARGES.
 
    THE DEATH BENEFIT MAY, AND THE ACCOUNT VALUES AND CASH SURRENDER VALUES WILL
DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.
 
    THE HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN  THIS
PROSPECTUS  ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE  FOR
A  POLICY  WOULD  BE DIFFERENT  FROM  THOSE  SHOWN IF  ACTUAL  INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW  THAT AVERAGE  FOR INDIVIDUAL  POLICY YEARS.  THE DEATH  BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE  SHOWN,  DEPENDING  ON THE  INVESTMENT  ALLOCATIONS MADE  TO  THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES  OF
INVESTMENT  RETURN APPLICABLE  TO THE POLICY  AVERAGED 12%, BUT  VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE  THAT
THIS  HYPOTHETICAL RATE OF RETURN CAN BE  ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
 
                                       45
<PAGE>
                         ITT HARTFORD LIFE AND ANNUITY
                               INSURANCE COMPANY
                                FLEXIBLE PREMIUM
                            VARIABLE LIFE INSURANCE
                          DEATH BENEFIT OPTION: LEVEL
                          $1,000,000 BASIC FACE AMOUNT
                          ISSUE AGE 65 MALE PREFERRED/
                         ISSUE AGE 65 FEMALE PREFERRED
                           $27,000 SCHEDULED PREMIUM
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.30% NET)
 
<TABLE>
<CAPTION>
                                                          GUARANTEED
              PREMIUMS          CURRENT CHARGES*           CHARGES**
 END OF     ACCUMULATED     ------------------------  -------------------
 POLICY    AT 5% INTEREST     ACCOUNT        DEATH    ACCOUNT     DEATH
  YEAR        PER YEAR         VALUE        BENEFIT    VALUE     BENEFIT
- --------   --------------   ------------   ---------  --------  ---------
<S>        <C>              <C>            <C>        <C>       <C>
    1           28,350         12,197***   1,000,000   11,920   1,000,000
    2           58,118         33,549***   1,000,000   32,983   1,000,000
    3           89,373         54,992      1,000,000   54,123   1,000,000
    4          122,192         76,395      1,000,000   75,206   1,000,000
    5          156,652         97,597      1,000,000   96,074   1,000,000
 
    6          192,834        120,602      1,000,000  118,723   1,000,000
    7          230,826        143,053      1,000,000  140,797   1,000,000
    8          270,717        172,784      1,000,000  161,952   1,000,000
    9          312,603        203,617      1,000,000  181,771   1,000,000
   10          356,583        235,548      1,000,000  199,788   1,000,000
 
   11          402,762        271,759      1,000,000  218,186   1,000,000
   12          451,251        309,412      1,000,000  234,026   1,000,000
   13          502,163        348,475      1,000,000  246,774   1,000,000
   14          555,621        388,842      1,000,000  255,798   1,000,000
   15          611,752        430,594      1,000,000  260,268   1,000,000
 
   16          670,690        473,134      1,000,000  259,047   1,000,000
   17          732,574        516,297      1,000,000  250,589   1,000,000
   18          797,553        560,462      1,000,000  232,792   1,000,000
   19          865,781        606,045      1,000,000  202,903           0
   20          937,420        653,511      1,000,000  157,330           0
 
   25        1,261,632        930,954      1,000,000        0           0
   35        1,766,849      1,273,986      1,426,222        0           0
</TABLE>
 
  * THESE VALUES  REFLECT INVESTMENT  RESULTS USING  CURRENT COST  OF  INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
 ** THESE  VALUES REFLECT INVESTMENT RESULTS  USING GUARANTEED COST OF INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
*** IF YOU SURRENDER  YOUR POLICY DURING  THE FIRST TWO  POLICY YEARS, YOU  WILL
    RECEIVE  A REFUND IN ADDITION TO THE  CASH VALUES SHOWN. THE REFUND PLUS THE
    CASH VALUE WOULD BE $16,869.04  IN YEAR ONE AND  $37,602.99 IN YEAR TWO  FOR
    THE CURRENT CHARGES.
 
    THE DEATH BENEFIT MAY, AND THE ACCOUNT VALUES AND CASH SURRENDER VALUES WILL
DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.
 
    THE  HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN  THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY  WOULD  BE DIFFERENT  FROM  THOSE  SHOWN IF  ACTUAL  INVESTMENT  RETURN
APPLICABLE  TO THE POLICY AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW  THAT AVERAGE  FOR INDIVIDUAL  POLICY YEARS.  THE DEATH  BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE  SHOWN,  DEPENDING  ON THE  INVESTMENT  ALLOCATIONS MADE  TO  THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES  OF
INVESTMENT  RETURN APPLICABLE  TO THE  POLICY AVERAGED  6%, BUT  VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE  THAT
THIS  HYPOTHETICAL RATE OF RETURN CAN BE  ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
 
                                       46
<PAGE>
                         ITT HARTFORD LIFE AND ANNUITY
                               INSURANCE COMPANY
                                FLEXIBLE PREMIUM
                            VARIABLE LIFE INSURANCE
                          DEATH BENEFIT OPTION: LEVEL
                          $1,000,000 BASIC FACE AMOUNT
                          ISSUE AGE 65 MALE PREFERRED/
                         ISSUE AGE 65 FEMALE PREFERRED
                           $27,000 SCHEDULED PREMIUM
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.70% NET)
 
<TABLE>
<CAPTION>
                                                      GUARANTEED
            PREMIUMS         CURRENT CHARGES*          CHARGES**
END OF    ACCUMULATED     ----------------------  -------------------
POLICY   AT 5% INTEREST    ACCOUNT       DEATH    ACCOUNT     DEATH
 YEAR       PER YEAR        VALUE       BENEFIT    VALUE     BENEFIT
- ------   --------------   ----------   ---------  --------  ---------
<S>      <C>              <C>          <C>        <C>       <C>
   1          28,350       11,466***   1,000,000   11,198   1,000,000
   2          58,118       30,861***   1,000,000   30,329   1,000,000
   3          89,373       49,126      1,000,000   48,333   1,000,000
   4         122,192       66,137      1,000,000   65,084   1,000,000
   5         156,652       81,744      1,000,000   80,434   1,000,000
 
   6         192,834       97,856      1,000,000   96,289   1,000,000
   7         230,826      112,101      1,000,000  110,276   1,000,000
   8         270,717      132,396      1,000,000  122,059   1,000,000
   9         312,603      152,149      1,000,000  131,221   1,000,000
  10         356,583      171,303      1,000,000  137,295   1,000,000
 
  11         402,762      192,429      1,000,000  142,036   1,000,000
  12         451,251      212,893      1,000,000  142,668   1,000,000
  13         502,163      232,548      1,000,000  138,587   1,000,000
  14         555,621      251,140      1,000,000  129,061   1,000,000
  15         611,752      268,599      1,000,000  113,113   1,000,000
 
  16         670,690      283,955      1,000,000   89,401   1,000,000
  17         732,574      296,658      1,000,000   56,140   1,000,000
  18         797,553      306,796      1,000,000   10,933   1,000,000
  19         865,781      314,429      1,000,000        0           0
  20         937,420      319,587      1,000,000        0           0
 
  25       1,261,632      262,720      1,000,000        0           0
  35       1,766,849            0      1,426,222        0           0
</TABLE>
 
  * THESE  VALUES  REFLECT INVESTMENT  RESULTS USING  CURRENT COST  OF INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
 ** THESE VALUES REFLECT INVESTMENT RESULTS  USING GUARANTEED COST OF  INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
*** IF  YOU SURRENDER YOUR  POLICY DURING THE  FIRST TWO POLICY  YEARS, YOU WILL
    RECEIVE A REFUND IN ADDITION TO THE  CASH VALUES SHOWN. THE REFUND PLUS  THE
    CASH  VALUE WOULD BE $16,138.04  IN YEAR ONE AND  $34,914.99 IN YEAR TWO FOR
    THE CURRENT CHARGES.
 
    THE DEATH BENEFIT MAY, AND THE ACCOUNT VALUES AND CASH SURRENDER VALUES WILL
DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.
 
    THE HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN  THIS
PROSPECTUS  ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE  FOR
A  POLICY  WOULD  BE DIFFERENT  FROM  THOSE  SHOWN IF  ACTUAL  INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO  FLUCTUATED
ABOVE  OR BELOW  THAT AVERAGE  FOR INDIVIDUAL  POLICY YEARS.  THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE SHOWN,  DEPENDING  ON THE  INVESTMENT  ALLOCATIONS MADE  TO  THE  SEPARATE
ACCOUNTS  AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES OF
INVESTMENT RETURN APPLICABLE  TO THE  POLICY AVERAGED  0%, BUT  VARIED ABOVE  OR
BELOW  THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE THAT
THIS HYPOTHETICAL RATE OF RETURN CAN BE  ACHIEVED FOR ANY ONE YEAR OR  SUSTAINED
OVER ANY PERIOD OF TIME.
 
                                       47
<PAGE>
                         ITT HARTFORD LIFE AND ANNUITY
                               INSURANCE COMPANY
                                FLEXIBLE PREMIUM
                            VARIABLE LIFE INSURANCE
                          DEATH BENEFIT OPTION: LEVEL
                           $750,000 BASIC FACE AMOUNT
                          ISSUE AGE 65 MALE PREFERRED/
                         ISSUE AGE 65 FEMALE PREFERRED
                           $21,500 SCHEDULED PREMIUM
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.30% NET)
 
<TABLE>
<CAPTION>
                                                        GUARANTEED
            PREMIUMS          CURRENT CHARGES*           CHARGES**
END OF    ACCUMULATED     ------------------------  -------------------
POLICY   AT 5% INTEREST     ACCOUNT        DEATH    ACCOUNT     DEATH
 YEAR       PER YEAR         VALUE        BENEFIT    VALUE     BENEFIT
- ------   --------------   ------------   ---------  --------  ---------
<S>      <C>              <C>            <C>        <C>       <C>
   1          22,575         12,091***   1,000,000   11,727   1,000,000
   2          46,279         30,919***   1,000,000   30,151   1,000,000
   3          71,168         50,812      1,000,000   49,598   1,000,000
   4          97,301         71,737      1,000,000   70,028   1,000,000
   5         124,741         93,643      1,000,000   91,383   1,000,000
 
   6         153,553        118,222      1,000,000  115,345   1,000,000
   7         183,806        143,737      1,000,000  140,170   1,000,000
   8         215,571        178,412      1,000,000  165,644   1,000,000
   9         248,925        216,474      1,000,000  191,489   1,000,000
  10         283,946        258,229      1,000,000  217,393   1,000,000
 
  11         320,718        306,799      1,000,000  245,176   1,000,000
  12         359,329        360,386      1,000,000  272,793   1,000,000
  13         399,871        419,485      1,000,000  300,025   1,000,000
  14         442,439        484,607      1,000,000  326,642   1,000,000
  15         487,136        556,543      1,000,000  352,340   1,000,000
 
  16         534,068        635,594      1,000,000  376,689   1,000,000
  17         583,346        722,891      1,000,000  399,100   1,000,000
  18         635,089        819,948      1,057,673  418,793   1,000,000
  19         689,418        926,790      1,173,156  434,828   1,000,000
  20         746,464      1,044,229      1,298,943  446,094   1,000,000
 
  25       1,004,633      1,822,499      2,114,992  357,400   1,000,000
  35       1,406,935      3,053,019      3,345,743        0           0
</TABLE>
 
  * THESE  VALUES  REFLECT INVESTMENT  RESULTS USING  CURRENT COST  OF INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
 ** THESE VALUES REFLECT INVESTMENT RESULTS  USING GUARANTEED COST OF  INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
*** IF  YOU SURRENDER YOUR  POLICY DURING THE  FIRST TWO POLICY  YEARS, YOU WILL
    RECEIVE A REFUND IN ADDITION TO THE  CASH VALUES SHOWN. THE REFUND PLUS  THE
    CASH  VALUE WOULD BE $13,918.50  IN YEAR ONE AND  $30,919.00 IN YEAR TWO FOR
    THE CURRENT CHARGES.
 
    THE DEATH BENEFIT MAY, AND THE ACCOUNT VALUES AND CASH SURRENDER VALUES WILL
DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.
 
    THE HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN  THIS
PROSPECTUS  ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE  FOR
A  POLICY  WOULD  BE DIFFERENT  FROM  THOSE  SHOWN IF  ACTUAL  INVESTMENT RETURN
APPLICABLE TO THE POLICY AVERAGE 12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW  THAT AVERAGE  FOR INDIVIDUAL  POLICY YEARS.  THE DEATH  BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE  SHOWN,  DEPENDING  ON THE  INVESTMENT  ALLOCATIONS MADE  TO  THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES  OF
INVESTMENT  RETURN APPLICABLE  TO THE POLICY  AVERAGED 12%, BUT  VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE  THAT
THIS  HYPOTHETICAL RATE OF RETURN CAN BE  ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
 
                                       48
<PAGE>
                         ITT HARTFORD LIFE AND ANNUITY
                               INSURANCE COMPANY
                                FLEXIBLE PREMIUM
                            VARIABLE LIFE INSURANCE
                          DEATH BENEFIT OPTION: LEVEL
                           $750,000 BASIC FACE AMOUNT
                       $250,000 SUPPLEMENTAL FACE AMOUNT
                          ISSUE AGE 65 MALE PREFERRED/
                         ISSUE AGE 65 FEMALE PREFERRED
                           $21,500 SCHEDULED PREMIUM
     ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.30% NET)
 
<TABLE>
<CAPTION>
                                                      GUARANTEED
            PREMIUMS         CURRENT CHARGES*          CHARGES**
END OF    ACCUMULATED     ----------------------  -------------------
POLICY   AT 5% INTEREST    ACCOUNT       DEATH    ACCOUNT     DEATH
 YEAR       PER YEAR        VALUE       BENEFIT    VALUE     BENEFIT
- ------   --------------   ----------   ---------  --------  ---------
<S>      <C>              <C>          <C>        <C>       <C>
   1          22,575       11,405***   1,000,000   11,051   1,000,000
   2          46,279       28,481***   1,000,000   27,757   1,000,000
   3          71,168       45,444      1,000,000   44,333   1,000,000
   4          97,301       62,141      1,000,000   60,623   1,000,000
   5         124,741       78,388      1,000,000   76,441   1,000,000
 
   6         153,553       95,659      1,000,000   93,259   1,000,000
   7         183,806      112,024      1,000,000  109,141   1,000,000
   8         215,571      135,613      1,000,000  123,685   1,000,000
   9         248,925      160,011      1,000,000  136,391   1,000,000
  10         283,946      185,193      1,000,000  146,686   1,000,000
 
  11         320,718      213,309      1,000,000  155,665   1,000,000
  12         359,329      242,397      1,000,000  161,056   1,000,000
  13         399,871      272,371      1,000,000  162,087   1,000,000
  14         442,439      303,046      1,000,000  157,820   1,000,000
  15         487,136      334,429      1,000,000  147,022   1,000,000
 
  16         534,068      365,527      1,000,000  128,010   1,000,000
  17         583,346      396,044      1,000,000   98,492   1,000,000
  18         635,089      426,189      1,000,000   55,384   1,000,000
  19         689,418      456,183      1,000,000        0           0
  20         746,464      486,258      1,000,000        0           0
 
  25       1,004,633      628,972      1,000,000        0           0
  35       1,406,935      781,318      1,000,000        0           0
</TABLE>
 
  * THESE VALUES  REFLECT INVESTMENT  RESULTS USING  CURRENT COST  OF  INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
 ** THESE  VALUES REFLECT INVESTMENT RESULTS  USING GUARANTEED COST OF INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
*** IF YOU SURRENDER  YOUR POLICY DURING  THE FIRST TWO  POLICY YEARS, YOU  WILL
    RECEIVE  A REFUND IN ADDITION TO THE  CASH VALUES SHOWN. THE REFUND PLUS THE
    CASH VALUE WOULD BE $13,232.50  IN YEAR ONE AND  $28,481.00 IN YEAR TWO  FOR
    THE CURRENT CHARGES.
 
    THE DEATH BENEFIT MAY, AND THE ACCOUNT VALUES AND CASH SURRENDER VALUES WILL
DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.
 
    THE  HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN  THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY  WOULD  BE DIFFERENT  FROM  THOSE  SHOWN IF  ACTUAL  INVESTMENT  RETURN
APPLICABLE  TO THE POLICY AVERAGE 6% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW  THAT AVERAGE  FOR INDIVIDUAL  POLICY YEARS.  THE DEATH  BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE  SHOWN,  DEPENDING  ON THE  INVESTMENT  ALLOCATIONS MADE  TO  THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES  OF
INVESTMENT  RETURN APPLICABLE  TO THE  POLICY AVERAGED  6%, BUT  VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE  THAT
THIS  HYPOTHETICAL RATE OF RETURN CAN BE  ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
 
                                       49
<PAGE>
                         ITT HARTFORD LIFE AND ANNUITY
                               INSURANCE COMPANY
                                FLEXIBLE PREMIUM
                            VARIABLE LIFE INSURANCE
                          DEATH BENEFIT OPTION: LEVEL
                           $750,000 BASIC FACE AMOUNT
                       $250,000 SUPPLEMENTAL FACE AMOUNT
                          ISSUE AGE 65 MALE PREFERRED/
                         ISSUE AGE 65 FEMALE PREFERRED
                           $21,500 SCHEDULED PREMIUM
    ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.70% NET)
 
<TABLE>
<CAPTION>
                                                      GUARANTEED
            PREMIUMS         CURRENT CHARGES*          CHARGES**
END OF    ACCUMULATED     ----------------------  -------------------
POLICY   AT 5% INTEREST    ACCOUNT       DEATH    ACCOUNT     DEATH
 YEAR       PER YEAR        VALUE       BENEFIT    VALUE     BENEFIT
- ------   --------------   ----------   ---------  -------   ---------
<S>      <C>              <C>          <C>        <C>       <C>
   1          22,575       10,719***   1,000,000  10,377    1,000,000
   2          46,279       26,126***   1,000,000  25,446    1,000,000
   3          71,168       40,451      1,000,000  39,437    1,000,000
   4          97,301       53,558      1,000,000  52,213    1,000,000
   5         124,741       65,286      1,000,000  63,612    1,000,000
 
   6         153,553       77,062      1,000,000  75,059    1,000,000
   7         183,806       86,959      1,000,000  84,627    1,000,000
   8         215,571      103,147      1,000,000  91,949    1,000,000
   9         248,925      118,841      1,000,000  96,569    1,000,000
  10         283,946      133,976      1,000,000  97,966    1,000,000
 
  11         320,718      150,242      1,000,000  97,002    1,000,000
  12         359,329      165,851      1,000,000  91,627    1,000,000
  13         399,871      180,638      1,000,000  81,146    1,000,000
  14         442,439      194,317      1,000,000  64,731    1,000,000
  15         487,136      206,797      1,000,000  41,283    1,000,000
 
  16         534,068      216,795      1,000,000   9,279    1,000,000
  17         583,346      223,785      1,000,000       0            0
  18         635,089      226,911      1,000,000       0            0
  19         689,418      226,650      1,000,000       0            0
  20         746,464      223,137      1,000,000       0            0
 
  25       1,004,633      113,345      1,000,000       0            0
  35       1,406,935            0              0       0            0
</TABLE>
 
  * THESE VALUES  REFLECT INVESTMENT  RESULTS USING  CURRENT COST  OF  INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
 ** THESE  VALUES REFLECT INVESTMENT RESULTS  USING GUARANTEED COST OF INSURANCE
    RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.
 
*** IF YOU SURRENDER  YOUR POLICY DURING  THE FIRST TWO  POLICY YEARS, YOU  WILL
    RECEIVE  A REFUND IN ADDITION TO THE  CASH VALUES SHOWN. THE REFUND PLUS THE
    CASH VALUE WOULD BE $12,546.50  IN YEAR ONE AND  $26,126.00 IN YEAR TWO  FOR
    THE CURRENT CHARGES.
 
    THE DEATH BENEFIT MAY, AND THE ACCOUNT VALUES AND CASH SURRENDER VALUES WILL
DIFFER IF PREMIUMS ARE PAID IN DIFFERENT AMOUNTS OR FREQUENCIES.
 
    THE  HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN  THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A POLICY  WOULD  BE DIFFERENT  FROM  THOSE  SHOWN IF  ACTUAL  INVESTMENT  RETURN
APPLICABLE  TO THE POLICY AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW  THAT AVERAGE  FOR INDIVIDUAL  POLICY YEARS.  THE DEATH  BENEFIT,
ACCOUNT VALUE AND CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE DIFFERENT FROM
THOSE  SHOWN,  DEPENDING  ON THE  INVESTMENT  ALLOCATIONS MADE  TO  THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES  OF
INVESTMENT  RETURN APPLICABLE  TO THE  POLICY AVERAGED  0%, BUT  VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE  THAT
THIS  HYPOTHETICAL RATE OF RETURN CAN BE  ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
 
                                       50
<PAGE>

                          ARTHUR ANDERSEN LLP


            REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
            ----------------------------------------

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

We have audited the accompanying statutory balance sheets of ITT Hartford 
Life and Annuity Insurance Company (a Wisconsin corporation and wholly-owned 
subsidiary of Hartford Life Insurance Company) (the Company) as of December 
31, 1995 and 1994, and the related statutory statements of income, changes in 
capital and surplus, and cash flows for each of the three years in the period 
ended December 31, 1995. These financial statements are the responsibility of 
the Company's management. Our responsibility is to express an opinion on these 
statutory-basis financial statements based on our audits.

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

The Company presents its financial statements in conformity with statutory 
accounting practices as described in Note 1 of notes to statutory financial 
statements. When statutory financial statements are presented for purposes 
other than for filing with a regulatory agency, generally accepted auditing 
standards require that an auditors' report on them state whether they are 
presented in conformity with generally accepted accounting principles. The 
accounting practices used by the Company vary from generally accepted 
accounting principles as explained and quantified in Note 1. In our opinion, 
because the differences in accounting practices as described in Note 1 are 
material, the statutory financial statements referred to above do not present 
fairly, in accordance with generally accepted accounting principles, the 
financial position of the Company as of December 31, 1995 and 1994, and the 
results of its operations and its cash flows for each of the three years in 
the period ended December 31, 1995.

<PAGE>

However, in our opinion, the statutory financial statements referred to above 
present fairly, in all material respects, the financial position of the 
Company as of December 31, 1995 and 1994, and the results of operations and 
its cash flows for each of the three years in the period ended December 31, 
1995 in conformity with statutory accounting practices as described in Note 1.

As discussed in Note 1 of notes to statutory financial statements, the 
Company changed its valuation method in determining aggregate reserves for 
future benefits.

                                                /s/ Arthur Andersen LLP

Hartford, Connecticut
January 24, 1996



<PAGE>

                          ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
                                   STATUTORY STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                                           FOR THE YEARS ENDED DECEMBER 31,
                                                  ---------------------------------------------------
                                                     1995                1994                1993
                                                  -----------         -----------         -----------
<S>                                              <C>                 <C>                 <C>
REVENUES
   Premiums and Annuity Considerations           $   165,792         $   442,173         $    14,281
   Annuity and Other Fund Deposits                 1,087,661             608,685           1,986,140
   Net Investment Income                              78,787              29,012               7,970
   Commissions and Expense Allowances on
   Reinsurance Ceded                                 183,380             154,527              60,700
   Reserve Adjustment on Reinsurance Ceded         1,879,785           1,266,926                   0
   Other Revenues                                    140,796              41,857             369,598
                                                 -----------         -----------         -----------
      TOTAL REVENUES                               3,536,201           2,543,180           2,438,689
                                                 -----------         -----------         -----------

BENEFITS AND EXPENSES
   Death and Annuity Benefits                         53,029               7,948               3,192
   Surrenders and Other Benefit Payments             221,392             181,749               4,955
   Commissions and Other Expenses                    236,202             186,303             132,169
   Increase in Reserves for Future Benefits           94,253             416,748               5,120
   Increase in Liability for Premium
   and Other Deposit Funds                           460,124             182,934             281,024
   Net Transfers to Separate Accounts              2,414,669           1,541,419           2,013,183
                                                 -----------         -----------         -----------
      TOTAL BENEFITS AND EXPENSES                  3,479,669           2,517,101           2,439,643
                                                 -----------         -----------         -----------
NET GAIN (LOSS) FROM OPERATIONS
   BEFORE FEDERAL INCOME TAX EXPENSE                  56,532              26,079                (954)

   Federal Income Tax Expense                         14,048              24,038              11,270
                                                 -----------         -----------         -----------

NET GAIN (LOSS) FROM OPERATIONS                       42,484               2,041             (12,224)

   Net Realized Capital Gains (Losses)                   374                  (2)                877
                                                 -----------         -----------         -----------
NET INCOME (LOSS)                                $    42,858         $     2,039         $   (11,347)
                                                 -----------         -----------         -----------
                                                 -----------         -----------         -----------

</TABLE>




                           The accompanying notes are an integral part of
                                  these financial statements
<PAGE>

                 ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
                            STATUTORY BALANCE SHEETS

<TABLE>
<CAPTION>
                                                        AS OF DECEMBER 31,
                                                 -------------------------------
                                                     1995                1994
                                                 -----------        ------------
<S>                                              <C>                <C>
ASSETS
   Bonds                                         $ 1,226,489        $   798,501
   Common Stocks                                      39,776              2,275
   Policy Loans                                       22,521             20,145
   Cash and Short-Term Investments                   173,304             84,312
   Other Invested Assets                              13,432              2,519
                                                 -----------        -----------
     TOTAL CASH AND INVESTED ASSETS                1,475,522            907,752
                                                 -----------        -----------

   Investment Income Due and Accrued                  18,021             12,757
   Premium Balances Receivable                           402                467
   Receivables from Affiliates                         8,182              2,861
   Other Assets                                       25,907             13,749
   Separate Account Assets                         7,324,910          3,588,077
                                                 -----------        -----------
     TOTAL ASSETS                                $ 8,852,944        $ 4,525,663
                                                 -----------        -----------
                                                 -----------        -----------

LIABILITIES
   Aggregate Reserves for Future Benefits        $   542,082        $   447,284
   Policy and Contract Claims                          8,223              9,902
   Liability for Premium and Other Deposit Funds     948,361            479,202
   Asset Valuation Reserve                             8,010              2,422
   Payable to Affiliates                               3,682              7,840
   Other Liabilities                                (220,658)          (100,349)
   Separate Account Liabilities                    7,324,910          3,588,077
                                                 -----------        -----------
      TOTAL LIABILITIES                            8,614,610          4,434,378
                                                 -----------        -----------

CAPITAL AND SURPLUS

   Common Stock                                        2,500              2,500
   Gross Paid-In and Contributed Surplus             226,043            114,109
   Unassigned Funds                                    9,791            (25,324)
                                                 -----------        -----------
     TOTAL CAPITAL AND SURPLUS                       238,334             91,285
                                                 -----------        -----------
TOTAL LIABILITIES AND CAPITAL AND SURPLUS        $ 8,852,944        $ 4,525,663
                                                 -----------        -----------
                                                 -----------        -----------

</TABLE>



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

<PAGE>

                          ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
                      STATUTORY STATEMENTS OF CHANGES IN CAPITAL AND SURPLUS

<TABLE>
<CAPTION>
                                                                 FOR THE YEARS ENDED DECEMBER 31,
                                                           -----------------------------------------
                                                               1995           1994           1993
                                                           ------------   -----------    -----------
<S>                                                        <C>            <C>            <C>
CAPITAL AND SURPLUS - BEGINNING OF YEAR                    $    91,285    $    88,693    $    30,027
                                                           -----------    -----------    -----------

   Net Income (Loss)                                            42,858          2,039        (11,347)
   Net Unrealized Gains (Losses)                                 1,709           (133)        (1,198)
   Change in Asset Valuation Reserve                            (5,588)        (1,356)           135
   Change in Non-Admitted Assets                                (1,944)        (8,599)         1,076
   Change in Reserve (calculation basis-see Note 1)                  0         10,659              0
   Aggregate Write-ins for Surplus (see Note 3)                  8,080            (18)             0
   Dividends to Shareholder                                    (10,000)             0              0
   Paid-in Surplus                                             111,934              0         70,000
                                                           -----------    -----------    -----------
     Change in Capital and Surplus                             147,049          2,592         58,666
                                                           -----------    -----------    -----------
CAPITAL AND SURPLUS - END OF YEAR                          $   238,334    $    91,285    $    88,693
                                                           -----------    -----------    -----------
                                                           -----------    -----------    -----------

</TABLE>


                           The accompanying notes are an integral part of
                                      these financial statements

<PAGE>

             ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
                    STATUTORY STATEMENTS OF CASH FLOW
                                 ($000)
<TABLE>
<CAPTION>
                                                                 FOR THE YEARS ENDED DECEMBER 31,
                                                           ------------------------------------------
                                                               1995           1994           1993
                                                           ------------   ------------    -----------
<S>                                                        <C>            <C>             <C>
OPERATIONS
   Premiums, Annuity Considerations and Fund
   Deposits                                                $ 1,253,511    $ 1,050,493    $ 2,000,492
   Investment Income                                            78,328         24,519          5,594
   Other Income                                              2,253,466      1,515,700        434,851
                                                           -----------    -----------    -----------
     Total Income                                            3,585,305      2,590,712      2,440,937
                                                           -----------    -----------    -----------

   Benefits Paid                                               277,965        181,205          8,215
   Federal Income Taxes Paid on Operations                     208,423         20,634          9,666
   Other Expenses                                            2,664,385      1,832,905      2,231,477
                                                           -----------    -----------    -----------
     Total Benefits and Expenses                             3,150,773      2,034,744      2,249,358
                                                           -----------    -----------    -----------

     NET CASH FROM OPERATIONS                                  434,532        555,968        191,579

PROCEEDS FROM INVESTMENTS
   Bonds                                                       287,941         87,747         88,334
   Common Stocks                                                    52              0              0
   Other                                                            28             40         23,638
                                                           -----------    -----------    -----------
     NET INVESTMENT PROCEEDS                                   288,021         87,787        111,972
                                                           -----------    -----------    -----------

TAX ON CAPITAL GAINS                                               226            (96)           376
PAID-IN-SURPLUS                                                111,934              0         70,000
OTHER CASH PROVIDED                                             28,199         30,554              0
                                                           -----------    -----------    -----------
     TOTAL PROCEEDS                                            862,460        674,405        373,175
                                                           -----------    -----------    -----------

COST OF INVESTMENTS ACQUIRED
   Bonds                                                       720,521        595,181        314,933
   Common Stocks                                                35,794            808            567
   Miscellaneous Applications                                    2,146          2,523              0
                                                           -----------    -----------    -----------
     TOTAL INVESTMENTS ACQUIRED                                758,461        598,512        315,500
                                                           -----------    -----------    -----------

OTHER CASH APPLIED
   Dividends Paid to Stockholder                                10,000              0              0
   Other                                                         5,007         24,813         24,626
                                                           -----------    -----------    -----------
     TOTAL OTHER CASH APPLIED                                   15,007         24,813         24,626
                                                           -----------    -----------    -----------
       TOTAL APPLICATIONS                                      773,468        623,325        340,126
                                                           -----------    -----------    -----------

NET CHANGE IN CASH AND SHORT-TERM INVESTMENTS                   88,992         51,080         33,049

CASH AND SHORT-TERM INVESTMENTS, BEGINNING OF YEAR              84,312         33,232            183
                                                           -----------    -----------    -----------
CASH AND SHORT-TERM INVESTMENTS, END OF YEAR               $   173,304    $    84,312    $    33,232
                                                           -----------    -----------    -----------
                                                           -----------    -----------    -----------

</TABLE>


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

<PAGE>


                   ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
                            NOTES TO FINANCIAL STATEMENTS
                                  DECEMBER 31, 1995
                    (AMOUNTS IN THOUSANDS UNLESS OTHERWISE STATED)

1.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

ORGANIZATION

ITT Hartford Life and Annuity Insurance Company (ILA or the Company), formerly
known as ITT Life Insurance Corporation, is a wholly owned subsidiary of
Hartford Life Insurance Company (HLIC), which is an indirect subsidiary of ITT
Hartford Group, Inc. (ITT Hartford), formerly a wholly owned subsidiary of ITT
Corporation (ITT).  On December 19, 1995, ITT Corporation distributed all the
outstanding shares of ITT Hartford Group to ITT shareholders of record in an
action known herein as the "Distribution". As a result of the Distribution, ITT
Hartford became an independent, publicly traded company.

ILA offers a complete line of ordinary and universal life insurance, individual
annuities and certain supplemental accident and health benefit coverages.

BASIS OF PRESENTATION

The accompanying ILA statutory basis financial statements were prepared in
conformity with statutory accounting practices prescribed or permitted by the
National Association of Insurance Commissioners (NAIC) and the Insurance
Department of the State of Wisconsin.

The preparation of financial statements in conformity with statutory accounting
principles requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilties and disclosure of contingent assets
and liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reported period. Actual results could differ
from those estimates.

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

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

(2) recognition of premium revenues, which for statutory purposes are generally
recorded as collected or when due during the premium paying period of the
contract and which for GAAP purposes, generally, for universal life policies and
investment products, are only recorded for policy charges for the cost of
insurance, policy administration and surrender charges assessed to policy
account balances.  Also, for GAAP purposes, premiums for traditional life
insurance policies are recognized as revenues when they are due from
policyholders and the retrospective deposit method is used in accounting for
universal life and other types of contracts where the payment pattern is
irregular or surrender charges are a significant source of profit.  The
prospective deposit method is used for GAAP purposes where investment margins
are the primary source of profit;

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

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

                                         -1-

<PAGE>

(5) excluding certain GAAP assets designated as non-admitted assets (e.g., past
due agent's balances and furniture and equipment) from the balance sheet for
statutory purposes by directly charging surplus;

(6) establishing accruals for post-retirement and post-employment health care
benefits on an optional basis, immediate recognition or a twenty year phase-in
approach, whereas GAAP liabilities were established at date of adoption;

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

(8) the reporting of  reserves and benefits net of reinsurance ceded, where risk
transfer has taken place;  whereas on a GAAP basis, reserves are reported gross
of reinsurance with reserve credits presented as recoverable assets;

(9) the reporting of fixed maturities at amortized cost, where GAAP requires
that fixed maturities be classified as "held-to-maturity", "available-for-sale"
or "trading", based on the Company's intentions with respect to the ultimate
disposition of the security and its ability to affect those intentions.  The
Company's fixed maturities were classified on a GAAP basis as "available-for-
sale" and accordingly, these investments were reflected at fair value with the
corresponding impact included as a component of Stockholder's Equity designated
as "Unrealized Gain/Loss on Investments, Net of Tax".  For statutory reporting
purposes, Net Unrealized Loss on Investments represents unrealized gains or
losses on common stock and other bonds reported at fair value; and

(10) separate account liabilties are valued on the Commissioner's Annuity
Reserve Valuation Method (CARVM), with the surplus generated recorded as a
liability to the general account (and a contra liability on the balance sheet of
the general account), whereas GAAP liabilities are valued at account value.

As of December 31, 1995, 1994 and 1993,  the significant differences between
statutory and GAAP basis
net income and capital and surplus for the Company are summarized as follows:

<TABLE>
<CAPTION>

                                 1995           1994           1993
<S>                            <C>             <C>            <C>    
GAAP Net Income:               $ 38,821        $23,295        $ 6,071

Amortization and deferral
  of policy acquisition costs  (174,341)      (117,863)      (147,700)
Benefit reserve adjustment       31,392         30,912         14,059
Deferred taxes                    2,801         (9,267)        (7,123)
Separate accounts               146,635         75,941        110,547
Coinsurance                           0          3,472         11,578
Other, net                       (2,450)        (4,451)         1,221
Statutory Net Income (Loss)    $ 42,858        $ 2,039       $(11,347)


</TABLE>

                                         -2-
<PAGE>

<TABLE>
<CAPTION>

                                   1995           1994           1993

GAAP Capital and Surplus      $ 455,541      $ 199,785      $ 198,408
<S>                           <C>           <C>             <C>      
Deferred policy
  acquisition costs            (596,542)      (422,201)      (304,338)
Benefit reserve adjustment       74,782         85,191         43,621
Deferred taxes                    1,493         13,257         13,706
Separate accounts               333,123        186,488        110,547
Asset valuation reserve          (8,010)        (2,422)        (1,066)
Coinsurance                           0              0         22,642
Unrealized gain (loss) on bonds  (1,696)        21,918              0
Adjustment relating
to Lyndon contribution          (41,277)             0              0
Other, net                       20,920          9,269          5,173
Statutory Capital and Surplus $ 238,334       $ 91,285       $ 88,693

</TABLE>

AGGREGATE RESERVES AND LIABILITIES FOR PREMIUM AND OTHER DEPOSIT FUNDS

Aggregate reserves for payment of future life, health and annuity benefits were
computed in accordance with presently accepted actuarial standards.  Reserves
for life insurance policies are generally based on the 1958 and 1980
Commissioner's Standard Ordinary Mortality Tables at various rates ranging from
2.5% to 6.0%.  Accumulation and on-benefit annuity reserves are based
principally on Individual Annuity tables at various rates ranging from 2.5% to
8.75% and using the Commissioner's Annuity Reserve Valuation Method (CARVM). 
Accident and health reserves are established using a two year preliminary term
method and morbidity tables based on Company experience.

ILA has established separate accounts to segregate the assets and liabilities of
certain annuity contracts that must be segregated from the Company's general
assets under the terms of the contracts.  The assets consist primarily of
marketable securities reported at market value.  Premiums, benefits and expenses
of these contracts are reported in the Statutory Statements of Income.

During 1994, the Company changed the valuation method on aggregate reserves for
future benefits resulting in a $10.7 million increase in surplus.  The new
valuation method is in accordance with presently accepted actuarial standards.

INVESTMENTS

Investments in bonds are carried at amortized cost.  Bonds which are deemed
ineligible to be held at amortized cost by the National Association of Insurance
Commissioners (NAIC) Securities Valuation Office (SVO) are carried at the
appropriate SVO published value.  When a permanent reduction in the value of
publicly traded securities occurs, the decrease is reported as a realized loss
and the carrying value is adjusted accordingly.  Common stocks are carried at
market value with the difference from cost reflected in surplus. Other invested
assets are generally recorded at fair value.

Changes in unrealized capital gains and losses on common stock are reported as
additions to or reductions of surplus.  The Asset Valuation Reserve is designed
to provide a standardized reserve process for realized and unrealized losses due
to the default and equity risks associated with invested assets. The reserve
increased by $5,588, $1,356 and  $135 in 1995, 1994 and 1993, respectively. 
Additionally, the Interest Maintenance Reserve (IMR) captures net realized
capital gains and losses, net of applicable income taxes, resulting from changes
in interest rates and amortizes these gains or losses into income over the
remaining life of the mortgage loan or bond sold.  Realized capital gains and
losses, net of taxes, not included in IMR are reported in the Statutory
Statements of Income.  Realized investment gains and losses are determined

                                         -3-

<PAGE>

on a specific identification basis. The amount of net capital gains reclassified
from the IMR was $39 in 1995 and the amount of net capital losses was $67 and
$264 in 1994 and 1993, respectively.  The amount of income amortized was $256,
$114 and $178 in 1995, 1994 and 1993, respectively.

OTHER LIABILITIES

The amount reflected in other liabilities includes a receivable from the
separate accounts of $333.1, $186.5 million in 1995 and 1994, respectively. The
balances are classified in accordance with NAIC accounting practices.


2. INVESTMENTS:

  (a) COMPONENTS OF NET INVESTMENT INCOME

<TABLE>
<CAPTION>

                                        1995           1994           1993
<S>                                <C>           <C>              <C>     
Interest income from fixed
  maturity securities              $  76,100     $   28,335       $  7,541
Interest income from policy loans      1,504            454            124
Interest and dividends from
  other investments                    2,288          1,069            481
Gross investment income               79,892         29,858          8,146
Less: investment expenses              1,105            846            176
Net investment income              $  78,787     $   29,012       $  7,970

</TABLE>

  (b) UNREALIZED GAINS (LOSSES) ON COMMON STOCKS

<TABLE>
<CAPTION>

                                        1995           1994           1993
<S>                                <C>           <C>              <C>     
Gross unrealized gains at
  end of year                      $   1,724     $       75       $    148
Gross unrealized losses at
  end of year                              0            (60)             0
Net unrealized gains                   1,724             15            148
Balance at beginning of year              15            148             93
Change in net unrealized gains on
common stocks                      $   1,709     $     (133)      $     55

</TABLE>

  (c) UNREALIZED GAINS (LOSSES) ON BONDS AND SHORT-TERM INVESTMENTS

<TABLE>
<CAPTION>



                                        1995           1994           1993
<S>                                <C>           <C>              <C>     
Gross unrealized gains at
  end of year                      $  22,251     $      986       $  5,916
Gross unrealized losses at
  end of year                         (1,374)       (34,718)          (684)
Net unrealized gains (losses)
  after tax                           20,877        (33,732)         5,232
Balance at beginning of year         (33,732)         5,232          2,287
Change in net unrealized gains
  (losses) on bonds and
    short-term investments         $  54,609     $  (38,964)      $  2,945

</TABLE>

                                         -4-

<PAGE>

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

<TABLE>
<CAPTION>

                                        1995           1994           1993
<S>                                    <C>          <C>             <C>   
Bonds and short term investments       $ 156        $  (101)       $  (316)
Common stocks                             52              0              0
Real estate and other                      0             34          1,316
                                        ----
Realized gains (losses)                  208            (67)         1,000
Capital gains (benefit) taxes           (205)             2            386
                                        ----
Net realized capital gains (losses)
  after tax                              413            (69)           614
Less: IMR capital gains (losses)          39            (67)          (263)
                                        ----
Net realized capital gains (losses)    $ 374        $    (2)       $   877

</TABLE>

(e)  OFF-BALANCE SHEET INVESTMENTS

The Company had no significant financial instruments with off-balance sheet risk
as of December 31, 1995 and 1994.

(f) CONCENTRATION OF CREDIT RISK

Excluding U.S. government and government agency investments, the Company is not
exposed to any significant concentration of credit risk.

     (g) BONDS, SHORT-TERM AND COMMON STOCK INVESTMENTS

<TABLE>
<CAPTION>

                                         1995
                    ----------------------------------------------
                                                Gross       Gross
                                 Amortized   Unrealized   Unrealized      Fair
                                  Cost          Gains       Losses        Value
<S>                            <C>          <C>          <C>          <C>    
U.S. government and government
  agencies and authorities:
- - guaranteed and sponsored      44,268           14         (248)      44,034
- - guaranteed and
  sponsored - asset backed     176,160        4,644         (682)     180,122
States, municipalities and
  political subdivisions        16,948           38           (6)      16,980
International governments        5,402          441            0        5,843
Public utilities               108,083        1,652          (90)     109,645
All other corporate            374,058        8,145         (248)     381,955
All other
  corporate - asset backed     410,197        5,841          (89)     415,949
Short-term investments         139,011           18            0      139,029
Certificates of deposit         91,373        1,458          (11)      92,820
Total                        1,365,500       22,251       (1,374)   1,386,377

</TABLE>

                                         -5-

<PAGE>

<TABLE>
<CAPTION>

                                         1995
                    ----------------------------------------------
                                                Gross       Gross
                                 Amortized   Unrealized   Unrealized      Fair
                                  Cost          Gains       Losses        Value
<S>                            <C>          <C>          <C>          <C>    
Common Stock - Unaffiliated      2,668          555            0        3,223
Common Stock - Affiliated       35,384        1,169            0       36,553
Total Common Stock              38,052        1,724            0       39,776

</TABLE>

<TABLE>
<CAPTION>

                                         1994
                    ----------------------------------------------
                                                Gross       Gross
                                Amortized   Unrealized   Unrealized      Fair
                                  Cost          Gains       Losses        Value
<S>                            <C>          <C>          <C>          <C>    
U.S. government and government
  agencies and authorities:
- - guaranteed and sponsored     175,925            0      (12,059)     163,866
- - guaranteed and
  sponsored - asset backed     142,318          382       (4,911)     137,789
States, municipalities and
  political subdivisions        10,409            0         (603)       9,806
International governments        2,248            0          (69)       2,179
Public utilities                29,509           31       (1,271)      28,269
All other corporate            257,301          246       (9,452)     248,095
All other
  corporate - asset backed     112,390          327       (4,066)     108,651
Short-term investments          56,365            0            0       56,365
Certificates of deposit         68,401            0       (2,287)      66,114
Total                          854,866          986      (34,718)     821,134

</TABLE>

<TABLE>
<CAPTION>

                                         1994
                    ----------------------------------------------
                                                Gross       Gross
                                 Amortized   Unrealized   Unrealized      Fair
                                  Cost          Gains       Losses        Value
<S>                            <C>          <C>          <C>          <C>    
Common Stock - Unaffiliated     2,260            75          (60)       2,275


</TABLE>

The amortized cost and estimated market value of bonds and short-term
investments at  December 31, 1995 by management's anticipated maturity are shown
below.  Asset backed securities are distributed to maturity year based on ILA's
estimate of the rate of future prepayments of  principal over the remaining life
of the securities.  Expected maturities differ from contractual maturities
reflecting borrowers' rights to call or prepay their obligations.

                                         -6-
<PAGE>

<TABLE>
<CAPTION>

                                                                   Estimated
                                                  Amortized           Fair
                                                   Cost              Value
   Maturity             
   --------
   <S>                                            <C>              <C>
   Due in one year or less                          439,793           442,327
   Due after one year through five years            840,088           855,741
   Due after five years through ten years            80,820            83,432
   Due after ten years                                4,799             4,877
   Total                                          1,365,500         1,386,377

</TABLE>

Proceeds from sales of investments in bonds and short-term investments during
1995, 1994 and 1993 were $313,961, $117,912 and $333,023, respectively, 
resulting in gross realized gains of $1,419, $518 and $937, respectively, and
gross realized losses of $1,263, $624 and $1,255, respectively,  before
transfers to IMR.  The Company had realized gains of $52 during 1995 from a
capital gain distribution.
                                           
                       (h) FAIR VALUE OF FINANCIAL INSTRUMENTS 


<TABLE>
<CAPTION>

Balance sheet items: (in millions)                 1995             1994
                                         ------------------  -----------------
                                          Carrying     Fair    Carrying    Fair
                                           Amount     Value    Amount   Value

<S>                                      <C>          <C>    <C>        <C>  
Assets                                                  
     Fixed maturites                        1,366     1,386       855     821
     Common stocks                             40        40         2       2
     Policy loans                              23        23        20      20
     Miscellaneous                             13        13         2       2

Liabilities
     Liabilities on investment contracts    1,031       981       534     526

</TABLE>

     The carrying amounts for policy loans approximates fair value.  The
liabilities are determined by forecasting future cash flows discounted at
current market rates. 

3. RELATED PARTY TRANSACTIONS:

Transactions between the Company and its affiliates within ITT Hartford relate
principally to tax settlements, reinsurance, service fees, capital contributions
and payments of dividends.

On June 30, 1995, the assets of Lyndon Insurance Company were contributed to
ILA.   As a result, ILA received approximately $365 million in fixed maturities,
equity securities and cash, $28 million in policy reserves, $187 million of
current tax liability, $26 million in IMR, $8 million in AVR (offset by an
aggregate write-in to surplus), and $4 million of other liabilities. The assets
in excess of liabilities of $112 were recorded as an increase to paid-in
surplus.

For additional information, see Note 5.
    
4. FEDERAL INCOME TAXES: 

The Company is included in the consolidated Federal income tax return of ITT
Hartford and its includable subsidiaries.  Allocation of taxes is based
primarily upon separate company tax return calculations with current credit for
net losses used in consolidation except that increases resulting from
consolidation are


                                         -7-

<PAGE>


allocated in proportion to separate return amounts.  Intercompany Federal income
tax balances are generally settled quarterly with Hartford Fire Insurance
Company (Hartford Fire), a subsidiary of ITT Hartford. Federal income taxes paid
by the Company were $215,921, $20,538, and $10,042  in 1995, 1994 and 1993,
respectively. The effective tax rate was 25%, 92%, and 1,181% in 1995, 1994, and
1993 respectively. The following schedule provides a reconciliation of the
effective tax rate (in millions).

<TABLE>
<CAPTION>

                                                       1995      1994    1993
<S>                                                   <C>       <C>     <C>  
Tax provision (benefit) at US statutory rate             20         9      (1)
Tax acquisiton deferred costs                             8         8      10
Statutory to tax reserves                                 3         5       0
Investments and other                                   (17)         2       2
Federal income tax expense                               14        24      11

</TABLE>

5. CAPITAL AND SURPLUS AND SHAREHOLDER DIVIDEND RESTRICTIONS:

The maximum amount of dividends which can be paid, without prior approval, by
State of Wisconsin insurance companies to shareholders is subject to
restrictions relating to statutory surplus. Dividends are paid as determined by
the Board of Directors and are not cumulative. ILA paid dividends of $10 million
to its parent, HLIC, in 1995. No dividends were paid in 1994 and 1993. As a
result of the distribution by ITT, the assets of ITT Lyndon Insurance Company
(Lyndon) were contributed to ILA in June 1995. Substantially all the business
was removed from Lyndon prior to the contribution. The amount of assets which
exceeded liabilities at the contribution date ($112 million) was included in
paid-in capital.

6. PENSION PLANS AND OTHER POST-RETIREMENT AND POST-EMPLOYMENT BENEFITS:

The Company's employees are included in ITT Hartford's non-contributory defined
benefit pension plans. These plans provide pension benefits that are based on
years of service and the employee's compensation during the last ten years of
employment. The Company's funding policy is to contribute annually an amount
between the minimum funding requirements set forth in the Employee Retirement
Income Security Act of 1974 and the maximum amount that can be deducted for
Federal income tax purposes. Generally, pension costs are funded through the
purchase of HLIC's group pension contracts. Pension expense was $1,034, $1,211,
and $765 in 1995, 1994 and 1993, respectively. Liabilities for the plan are held
by Hartford Fire.

The Company also participates in ITT Hartford 's Investment and Savings Plan,
which includes a deferred compensation option under IRC section 401(k) and
an ESOP allocation under IRC section 404(k). The liabilities for these plans are
included in the financial statements of Hartford Fire. The cost to ILA was not
material in 1995, 1994 and 1993.

The Company's employees are included in Hartford Fire's contributory defined
health care and life insurance benefit plans. These plans provide health care
and life insurance benefits for retired employees. Substantially all employees
may become eligible for those benefits if they reach normal or early retirement
age while still working for the Company. The Company has prefunded a portion of
the health care and life insurance obligations through trust funds where such
prefunding can be accomplished on a tax effective basis. Amounts allocated by
Hartford Fire for post-retirement health care and life insurance benefits
expense (not including provisions for accrual of post-retirement benefit
obligations) are immaterial.

The assumed rate of future increases in the per capita cost of health care (the
health care trend rate) was 10.1% for 1995, decreasing ratably to 6% in the year
2001. Increasing the health care trend rates by one percent per year would have
an immaterial impact on the accumulated post-retirement benefit obligation and
the annual expense. The cost to ILA was not material in 1995, 1994 and 1993.

Post-employment benefits are primarily comprised of obligations to provide
medical and life insurance to employees on long term disability. Post-
employment benefit expense was not material in 1995, 1994 and 1993.

                                         -8-

<PAGE>


7. REINSURANCE:

The Company cedes insurance to non-affiliated insurers in order to limit its
maximum loss. Such transfer does not relieve ILA of its primary liability. ILA
also assumes insurance from other insurers.

Life insurance net retained premiums were comprised of the following:


                                       For the years ended december 31
                                       -------------------------------

                                       1995.00   1994.00   1993.00
Direct premiums                         159,918   133,180   131,586
Premiums assumed                         13,299       960       841
Premiums ceded                            7,425  (308,033)  118,146
Premiums and annuity considerations      165,792  442,173    14,281

In December 1994 the Company ceded to a third party, on a modified coinsurance
basis, 80% of the variable annuity business written in 1994.  The ceded business
includes both general and separate account liabilities.  As a result of the
agreement ILA transferred approximately $1,352 million in assets and
liabilities.  The financial impact of the cession was an increase of
approximately $15 million to net income and surplus.  

In November 1994, the Company ceded, on a modified coinsurance basis,  30% of
the separate account  variable annuity business distributed by Paine Webber to
Paine Webber Life Insurance Company (PWLIC).  As a result of the agreement, ILA
transferred approximately $24 million in assets and liabilities to PWLIC.  The
financial impact of the cession was an increase of approximately $765  to net
income and surplus.  

In October 1994, the agreement, effective December 1990, which required  ILA to
coinsure 90% of all existing and new business, excluding variable annuity
business, written by the Company to HLIC, was terminated.  As a result of the
termination, ILA received approximately $430 million in assets and liabilities
from HLIC.  The impact of the transaction was a decrease of approximately $15
million to net income and surplus.   

In November 1993, ILA acquired, through an assumption reinsurance transaction,
substantially all of the individual fixed and variable annuity business of
Hartford Life and Accident, an affiliate.  As a result of this transaction, the
assets and liabilities of the Company increased approximately $1 billion,
substantially all of which was transferred to the separate accounts of the
Company. The remaining assets and liabilities (approximately $41 million) were
transferred in October 1995.  The impact of these transactions on net income and
surplus was not significant.  

8. SEPARATE ACCOUNTS:

The Company maintains separate account assets and liabilties totaling $7.3
billion and $3.6 billion at December 31, 1995 and 1994, respectively.  Separate
account assets are reported at fair value and separate account liabilities are
determined in accordance with the Commissioners Annuity Reserve  Valuation
Method (CARVM), which approximates the market value less applicable surrender
charges. Separate account assets are segregated from other investments, the
policyholder assumes the investment risk, and the investment income and gains
and losses accrue directly to the policyholder.  Separate account management
fees, net of minimum guarantees, were $72 million, $42 million, and $6 million 
in 1995, 1994, and 1993, respectively. 


                                         -9-

<PAGE>


9. COMMITMENTS AND CONTINGENCIES:

As of December 31, 1995, the Company had no material contingent liabilities, nor
had the Company committed any surplus funds for any contingent liabilities or
arrangements.  The Company is involved in various legal actions which have
arisen in the course normal of its business.  In the opinion of management, the
ultimate liability with respect to such lawsuits as well as other contingencies
is not considered to be material in relation to the results of operations and
financial position of the Company.

Under insurance guaranty laws in most states, insurers doing business therein
can be assessed up to prescribed limits for policyholder losses incurred by
insolvent companies. The amount of any future assessments on ILA under these
laws cannot be reasonably estimated. Most of the laws do provide, however, that
an assessment may be excused or deferred if it would threaten an insurer's own
financial strength. Additionally, guaranty fund assessments are used to reduce
state premium taxes paid by the company in certain states. ILA paid guaranty
fund assessments of $1,684, $583, and $495 in 1995, 1994, and 1993,
respectively.


                                         -10-


<PAGE>


                                       PART II

                          CONTENTS OF REGISTRATION STATEMENT


This Registration Statement comprises the following papers and documents:

     The facing sheet.

     The prospectus consisting of         pages.

     The undertaking to file reports.

     The Rule 484 undertaking.

     The signatures.

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

     (A1)   Resolution of Board of Directors of the Company authorizing the
            Separate Account is incorporated herein.

     (A2)   Not Applicable.

     (A3a)  Principal Underwriting Agreement is incorporated herein.

     (A3b)  Forms of Selling Agreements is incorporated herein.

     (A4)   Not Applicable.

     (A5)   Form of Flexible Premium Variable Life Insurance Policy is
            incorporated herein.

     (A6a)  Certificate of Incorporation of ITT Hartford Life and Annuity
            Insurance Company is incorporated herein.

     (A6b)  Bylaws of ITT Hartford Life and Annuity Insurance Company is
            incorporated herein.

     (A7)   Not Applicable.

     (A8)   Not Applicable.

     (A9)   Not Applicable.

     (A10)  Form of Application for Flexible Premium Variable Life Insurance
            Policies is


<PAGE>

            incorporated herein.

     (A11)  Memorandum describing transfer and redemption procedures is
            incorporated herein.

(2)  Opinion and consent of Lynda Godkin, Associate General Counsel is
     incorporated herein.

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

(4)  Not applicable.

(5)  Opinion and consent of Ken A.McCullum, FSA, MAAA is incorporated herein.

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

(7)  Opinion and consent of Counsel is incorporated by reference as Exhibit 2.

(8)  Opinion and consent of Actuary is incorporated by reference as Exhibit 5.

(9)  Power of Attorney is incorporated herein.



<PAGE>

UNDERTAKING TO FILE REPORTS

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

UNDERTAKINGS AND REPRESENTATIONS AS REQUIRED BY RULE 6e-3(T)

1.  Separate Account VL II meets the definition of "Separate Account" under 
    Rule 6e-3(T).

2.  The Registrant represents that:

    (a)  it relies on Rule 6e-3(T)(b)(13)(ii)(F) to offer the Contracts;

    (b)  the level of mortality and expense risk charge is within the range 
         of industry practice for comparable flexible contracts.

    (c)  The Company has conducted a survey of similar policies and insurers 
         and determined that the charge is within the range of industry 
         practice;

    (d)  the Company undertakes to keep and make available to the Commission 
         upon request the documents we used to support the representation in 
         (b); and

    (e)  The Company further represents that the account will invest only in 
         management investment companies which have undertaken to have a 
         Board of Directors, a majority of whom are not interested persons of 
         the company, formulate and approve a plan under Rule 12b-1 to 
         finance distribution expenses.

    (f)  The Company has concluded that there is a reasonable likelihood that 
         the distribution financing arrangement of the separate account 
         benefits the Separate Account and Policy Owners and will keep and 
         make available to the Commission on request a memorandum setting for 
         the basis for this representation.

UNDERTAKING ON INDEMNIFICATION

Article VIII of Bylaws of ITT Hartford Life and Annuity Insurance Company, a 
Connecticut corporation, provides for indemnification of its officers, 
directors and employees as follows:

SECTION 1. No person shall be liable to the Company for any loss or damage 
suffered by it on account of any action taken or omitted to be taken by him 
as director or officer of the Company, or of any other company, partnership, 
joint venture, trust or other enterprise for which he serves



<PAGE>


as a director, officer or employee at the request of the Company, in good 
faith, if such person (a) exercised and used the same degree of care and 
skill as a prudent man would have exercised or used under the circumstances 
in the conduct of his own affairs, or (b) took or omitted to take such action 
in reliance upon advice of counsel for the Company or upon statements made or 
information furnished by officers or employees of the Company, which he had 
reasonable grounds to believe to be true. The foregoing shall not be 
exclusive of other rights and defenses to which he may be entitled as a 
matter of law.

SECTION 2. The Company shall indemnify any person who was or is a party or 
threatened to be made a party to any threatended, pending or completed 
action, suit or proceeding (other than one by or in the right of the Company) 
by reason of the fact that he is or was a director, officer or employee of 
the company, or is or was serving at the request of the Company as a 
director, officer or employeee of another company, partnership, joint 
venture, trust or other enterprise, against expenses, including afforney's 
fees, judgments, fines and amounts paid in settlement actually and reasonably 
incurred by him in connection with such action, suit or proceeding if he 
acted in good faith and in a manner he reasonably believed to be in or not 
opposed to the best interests of the Company, and with respect to any 
criminal action or proceeding, had no reasonable cause to believe his conduct 
was unlawful. The termination of any action, suit or proceeding by judgment, 
order, settlement, conviction, or upon a plea of nolo conentdere or its 
equivalent shall not, of itself, create a presumption that the person did not 
act in good faith and in a manner which he reasonably believed to be in or 
not opposed to the best interests of the Company, and with respect to any 
criminal action or proceeding had reasonable cause to believe that his 
conduct was unlawful.

SECTION 3. The Company shall indemnify any person who was or is a party or is 
threatened to be made a party to any threatened, pending or completed action, 
suit or proceeding, by or in the right of the Company to procure a judgment 
in its favor by reason of the fact that he is or was a director, officer or 
employee of the Company, or is or was at the request of the Company as a 
director, officer or employee of another company, partnership, joint venture, 
trust or other enterprise against expenses, including attorneys' fees, 
actually and reasonably incurred by him in connection with the defense or 
settlement of such action or suit, if he acted in good faith and in a manner 
he reasonably believed to be in or not opposed to the best interests of the 
Company, except that no indemnification shall be made in respect of any 
claim, issue or matter as to which such person shall have been adjudged to be 
liable for negligence or misconduct in the performance of his duty to the 
Company unless and only to the extent that the court in which such action or 
suit was brought shall determine upon application that, despite the 
adjudication of liability and in view of all circumstances of the case, such 
person is fairly and reasonably entitled to indemnity for such expenses as 
such court shall deem proper.

SECTION 4. Expenses, including attorneys' fees, incurred in defending a civil 
or criminal action, suit or proceeding may be paid by the Company in advance 
of the final disposition of such action, suit or proceeding, upon receipt of 
any undertaking by or on behalf of the director or employee to repay such 
amount unless it shall ultimately be determined that he is entitled to be 
indemnified by the Company as authorized hereby.



<PAGE>


SECTION 5. The indemnification provided by this Article shall not be deemed 
exclusive of any other rights to which those indemnified may be entitled 
under any statute, bylaw, agreement, vote of shareholders or of disinterested 
directors or otherwise, both as to action in an official capacity and as to 
action in another capacity while holding such office, and shall continue as 
to a person who has ceased to be a director, officer or employee and shall 
inure to the benefit of the heirs, executors and administrators of such a 
person.

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






<PAGE>

                                      SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant certifies that it meets all of the
requirements pursuant to Rule 485(b) under the Securities Act of 1933 for
effectiveness of this Registration Statement and duly caused this Registration
Statement to be signed by the following persons in the capacities and on the
dates indicated.

                                  ITT HARTFORD LIFE AND ANNUITY INSURANCE
                                  COMPANY - SEPARATE ACCOUNT VL II (Registrant)


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

                                  ITT HARTFORD LIFE AND ANNUITY INSURANCE
                                  COMPANY (Depositor)


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

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

Donald R.  Frahm, Director *
Bruce D. Gardner, Director *
Joseph H. Gareau, Executive Vice
  President and Chief Investment
  Officer, Director *
Joseph Kanarek, Vice President                        *By:   /s/ Lynda Godkin
  Director *                                               --------------------
Thomas M. Marra, Executive Vice                              Lynda Godkin
  President, Director *                                      Attorney-in-Fact
Lowndes A. Smith, President,
  Chief Operating Officer,  Director *                Dated:     April 15,1996
Lizabeth H. Zlatkus, Vice President,                         ------------------
  Director *



<PAGE>


                                                                   [Exhibit 1A1]

                   ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY

                                 CONSENT OF DIRECTORS


The undersigned, being all of the Directors of ITT Hartford Life and Annuity
Insurance Company, hereby consent to the following action, such action to have
the same force and effect as if taken at a meeting duly called and held for such
purpose.

ESTABLISHMENT OF SEPARATE ACCOUNTS

RESOLVED, that the Company is hereby authorized to establish a new separate
account designated Separate Account VL II, herein referred to as the "Account."

RESOLVED, that the Officers of the Company are hereby authorized and directed to
take all actions necessary to:

1.  Designate or redesignate the Account as such Officers deem appropriate;

2.  Comply with applicable state and federal laws and regulations applicable to
    the establishment and operation of the Account; including filing all
    necessary registrations and application for exemptive relief under the
    federal securities law.

3.  Establish, from time to time, the terms and conditions pursuant to which
    interests in the Account will be sold to contract owners;

4.  Establish all procedures, standards and arrangements necessary or
    appropriate for the operation of the Account.


    /s/ Bruce D. Gardner                 /s/ Lowndes A. Smith
  ---------------------------------    --------------------------------------
      Bruce D. Gardner                     Lowndes A. Smith


    /s/ Joseph H. Gareau                 /s/ Lizabeth H. Zlatkus
  ---------------------------------    --------------------------------------
     Joseph H. Gareau                      Lizabeth H. Zlatkus

    /s/ Joseph Kanarek                   /s/ Donald J. Znamierowski
  ---------------------------------    --------------------------------------
      Joseph Kanarek                       Donald J. Znamierowski


                          /s/ Thomas M. Marra
                        ------------------------------
                            Thomas M. Marra


Dated:   September 30, 1994
       -----------------------

<PAGE>


                                                                  [Exhibit 1A3a]
                           PRINCIPAL UNDERWRITER AGREEMENT

THIS AGREEMENT, dated as of the June 26, 1995, made by and between ITT HARTFORD
LIFE AND ANNUITY INSURANCE COMPANY ("ILA" or the "Sponsor"), a corporation
organized and existing under the laws of the State of Wisconsin, and HARTFORD
EQUITY SALES COMPANY, INC. ("HESCO"), a corporation organized and existing under
the laws of the State of Connecticut,

                                     WITNESSETH:

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

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

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

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

                                          I.

                                    HESCO'S DUTIES

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


<PAGE>

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

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

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

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

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

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

                                         II.

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

2.    The UIT agrees to advice HESCO immediately:

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

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


                                         -2-

<PAGE>

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

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

                                         III.

                                     COMPENSATION

In accordance with an Expense Reimbursement Agreement between ILA and HESCO,
HESCO is entitled to receive:  (1) compensation equal to a pro rata portion of
$10,000 per year for all services provided on behalf of ILA and the UIT; plus
(2) reimbursement for the actual expenses incurred by HESCO in excess of $10,000
for all operating costs associated with the services provided on behalf of ILA
and the UIT under this Principal Underwriter Agreement.  No additional
compensation is payable in excess of that required under the Expense
Reimbursement Agreement.  The Expense Reimbursement Agreement provides for an
aggregate payment of $10,000 for all services performed by HESCO on behalf of
ILA and its affiliated companies and any unit investment trusts sponsored by ILA
and its affiliated companies.

                                          IV.

                   RESIGNATION AND REMOVAL OF PRINCIPAL UNDERWRITER

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

                                          V.

                                    MISCELLANEOUS

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

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


                                         -3-

<PAGE>

      (a)  If to ILA - ITT Hartford Life and Annuity Insurance Company, P.O.
           Box 2999, Hartford, Connecticut 06104.

      (b)  If to HESCO - Hartford Equity Sales Company, Inc., P.O. Box 2999,
           Hartford, Connecticut 06104.

      or to such other address as HESCO or ILA shall designate by written
      notice to the other.

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

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

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

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

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

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


                                         -4-

<PAGE>

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

(Seal)                                 ITT HARTFORD LIFE AND ANNUITY
                                       INSURANCE COMPANY




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



Attest:                                HARTFORD EQUITY SALES COMPANY, INC.




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


                                         -5-

<PAGE>

                             BROKER-DEALER SALES AND
                              SUPERVISION AGREEMENT

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

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

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

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

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

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

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

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


I. APPOINTMENT OF THE BROKER-DEALER

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

II.    AUTHORITY OF THE BROKER-DEALER

<PAGE>

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

III.   BROKER-DEALER REPRESENTATION

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

IV.    BROKER-DEALER OBLIGATIONS

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

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

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

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

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


                                        2
<PAGE>


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


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

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

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

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

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


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



V. COMPANIES AND/OR DISTRIBUTOR OBLIGATIONS

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


                                        3
<PAGE>


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

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

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

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

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

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

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


 VI.   TERMINATION

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

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


                                        4
<PAGE>


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

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

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

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

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

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

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

VII.   GENERAL PROVISIONS

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

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


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

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

           

                                        5
<PAGE>


           liability.

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

           Broker-Dealer expressly authorizes Companies to charge against all
           compensation due or to become due to Broker-Dealer under this
           Agreement any monies paid or liabilities incurred by Companies under
           this Indemnification provision.

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

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

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

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

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

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

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

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

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


                                        6
<PAGE>


BROKER-DEALER                 HARTFORD SECURITIES DISTRIBUTION
                              COMPANY INC.

By:                           By:


Title:                        Title:


Date:                         Date:


AFFILIATE (IF APPLICABLE)     HARTFORD LIFE INSURANCE COMPANY

By:                           By:


Title:                        Title:


Date:                         Date:


                              ITT HARTFORD LIFE AND ANNUITY
                              INSURANCE COMPANY

                              By:


                              Title:


                              Date:


                                        7
<PAGE>


                                    EXHIBIT B

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

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

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

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

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

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

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

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

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


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


                                        8



<PAGE>
                ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
                           MADISON, WISCONSIN  53703
                          (A stock insurance company)

                       NATIONAL SERVICE CENTER ADDRESS:
                                 P.O. BOX 59179
                         MINNEAPOLIS, MINNESOTA  55459

Will pay the Death Proceeds to the Beneficiary upon receipt at Our National 
Service Center in Minneapolis, Minnesota of due proof of the Last Surviving 
Insured's death while this policy was in force.  You must notify Us In 
Writing and give Us due proof of the first death of the Insureds as soon as 
possible after the death.

Signed for the Company


   /s/ B. Gardner                      /s/ L. A. Smith
   BRUCE D. GARDNER, SECRETARY         LOWNDES A. SMITH, PRESIDENT

READ YOUR POLICY CAREFULLY
This is a legal contract between You and Us


                            RIGHT TO EXAMINE POLICY

WE WANT YOU TO BE SATISFIED WITH THIS POLICY YOU HAVE PURCHASED. WE URGE YOU 
TO EXAMINE IT CLOSELY.  IF, FOR ANY REASON YOU ARE NOT SATISFIED, YOU MAY 
DELIVER OR MAIL THIS POLICY TO US OR TO THE AGENT FROM WHOM IT WAS PURCHASED 
WITHIN TEN DAYS AFTER YOU RECEIVE IT OR WITHIN 45 DAYS AFTER YOU SIGN THE 
APPLICATION OR WITHIN TEN DAYS AFTER WE MAIL YOU THE NOTICE OF WITHDRAWAL 
RIGHT, WHICHEVER IS LATEST.  IN SUCH AN EVENT, THIS POLICY WILL BE RESCINDED 
AND WE WILL PAY AN AMOUNT EQUAL TO THE GREATER OF THE PREMIUMS PAID FOR THIS 
POLICY LESS ANY INDEBTEDNESS OR THE SUM OF: I) THE ACCOUNT VALUE LESS ANY 
INDEBTEDNESS, ON THE DATE THE RETURNED POLICY IS RECEIVED BY US OR TO THE 
AGENT FROM WHOM IT WAS PURCHASED; AND, II) ANY DEDUCTIONS UNDER THE POLICY OR 
CHARGES ASSOCIATED WITH THE SEPARATE ACCOUNT.

                 CASH SURRENDER VALUE PAYABLE ON MATURITY DATE
         DEATH PROCEEDS PAYABLE AT DEATH OF THE LAST SURVIVING INSURED
                            ADJUSTABLE DEATH BENEFIT
                       PREMIUMS PAYABLE AS SHOWN ON PAGE 3
                               NON-PARTICIPATING

THE PORTIONS OF THE ACCOUNT VALUES PROVIDED BY THIS CONTRACT THAT ARE IN THE 
SUB-ACCOUNTS ARE BASED ON THE INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT.  
THEY ARE VARIABLE AND NOT GUARANTEED AS TO FIXED DOLLAR AMOUNT.  THE AMOUNT 
OF THE DEATH BENEFIT MAY BE FIXED OR VARIABLE DEPENDING ON THE INVESTMENT 
EXPERIENCE OF THAT SEPARATE ACCOUNT.  THE BASIC FACE AMOUNT IS A GUARANTEED 
DEATH BENEFIT DURING THE FIRST TEN POLICY YEARS (OR LONGER, IF APPLIED FOR) 
SUBJECT TO THE CONDITIONS DESCRIBED ON PAGE 7.


                                 LAST SURVIVOR
                                FLEXIBLE PREMIUM
                         VARIABLE LIFE INSURANCE POLICY


                                                             [ITT HARTFORD LOGO]

ILA-1020                                                       Printed in U.S.A.

<PAGE>

                                  TABLE OF CONTENTS


                                                              PAGE

          Policy Specifications                                 3

          Definitions                                           5

          Death Benefit                                         7

          Increases and Decreases in Face Amount                8

          Premiums                                              9

          Lapse and Grace Period                               10

          Valuation Provisions                                 11

          Account Value and Cash 
            Surrender Value                                    12

          Monthly Deduction Amount                             13

          Transfers                                            14

          Termination and Maturity Date                        15

          Reinstatement                                        15

          Policy Loans                                         15

          Withdrawals                                          16

          Surrenders                                           16

          Payments By Us                                       17

          Taxation                                             17

          The Contract                                         17

          Ownership and Beneficiary                            19

          Exchange Option                                      19

          Income Settlement Options                            20

          Any Riders follow page                               21



                                    Page 2

ILA-1020                                                       Printed in U.S.A.
                            POLICY SPECIFICATIONS

DATE OF ISSUE          JANUARY 1, 1995     FIRST INSURED            JOHN S. DOE

<PAGE>

POLICY DATE            JANUARY 1, 1995       ISSUE AGE/SEX          35 MALE
MATURITY DATE          JANUARY 1, 2060*      INSURANCE CLASS        PREFERRED
OWNER                  JOHN DOE            SECOND INSURED           MARY DOE
BENEFICIARY            JANE DOE              ISSUE AGE/SEX          35 FEMALE
PREMIUM MODE           ANNUAL                INSURANCE CLASS        PREFERRED
FIRST PLANNED PREMIUM  $10,000.00          BASIC FACE AMOUNT        $750,000
TARGET PREMIUM         $6,995.00           INITIAL SUPPLEMENTAL 
ANNUAL DEATH BENEFIT                         FACE AMOUNT            $250,000
 GUARANTEE PREMIUM     $1,281.51           DEATH BENEFIT OPTION     OPTION A
DEATH BENEFIT                              POLICY NUMBER            VL0000001
 GUARANTEE PERIOD      JANUARY 1, 1995 -   DISCOUNT RATE            [7.50%]**
                       DECEMBER 31, 2004



                             DESCRIPTION OF BENEFIT

                                      FIRST YEAR     YEARS PAYABLE
                                    ANNUAL PLANNED
                                       PREMIUM

LAST SURVIVOR FLEXIBLE PREMIUM        $10,000.00          1-65
  VARIABLE LIFE INSURANCE POLICY



                         MONTHLY CHARGES FOR ADDITIONAL
                          BENEFITS, RATINGS AND RIDERS

                                     FIRST YEAR          COVERAGE TO
                                    ANNUAL COST

LAST SURVIVOR EXCHANGE OPTION RIDER    $0.00             01/01/2060

ESTATE PROTECTION                      $309.24           01/01/99
TERM INSURANCE BENEFIT: $1,222,222.22
RIDER RATE:  1/1/95
TERMINATION DATE:  12/31/98

MATURITY DATE EXTENSION RIDER          $0.00



 * IT IS POSSIBLE THAT COVERAGE WILL EXPIRE PRIOR TO THE MATURITY DATE SHOWN 
   WHERE PREMIUMS AND INVESTMENT EXPERIENCE ARE INSUFFICIENT TO CONTINUE 
   COVERAGE TO SUCH DATE.  COVERAGE MAY ALSO BE AFFECTED BY CHANGES IN THE 
   MONTHLY DEDUCTION AMOUNT.

** THIS DISCOUNT RATE IS SUBJECT TO THE ELIGIBILITY REQUIREMENTS DESCRIBED 
   IN THE MONTHLY DEDUCTION AMOUNT PROVISION.



                                     Page 3

1020(3)                                                        Printed in U.S.A.
POLICY NUMBER:          VL0000001
NAME OF FIRST INSURED:  JOHN S. DOE    NAME OF SECOND INSURED:  MARY DOE
ISSUE AGE/SEX:          35/MALE        ISSUE AGE/SEX:           35/FEMALE

<PAGE>

                         MONTHLY CHARGES FOR ADDITIONAL
                    BENEFITS, RATINGS AND RIDERS (CONTINUED)

                                     FIRST YEAR          COVERAGE TO
                                    ANNUAL COST

SINGLE LIFE YEARLY RENEWABLE TERM      $21.36            01/01/2060
DESIGNATED INSURED:  JOHN DOE
DEATH BENEFIT OPTION:  LEVEL
RIDER FACE AMOUNT: $50,000
RIDER EFFECTIVE DATE:  1/1/95
TERMINATION DATE:  01/01/60


SINGLE LIFE YEARLY RENEWABLE TERM     $2.76             01/01/2015
DESIGNATED INSURED:  MARY DOE
DEATH BENEFIT OPTION: RETURN OF POLICY PREMIUM
RIDER FACE AMOUNT:  $0.00
RIDER EFFECTIVE DATE:  1/1/95
TERMINATION DATE:  01/01/15






                               Page 3 (continued)

1020(3 cont'd)                                                 Printed in U.S.A.
POLICY NUMBER:          VL0000001
NAME OF FIRST INSURED:  JOHN S. DOE    NAME OF SECOND INSURED:  MARY DOE
ISSUE AGE/SEX:          35/MALE        ISSUE AGE/SEX:           35/FEMALE

<PAGE>

                             POLICY SPECIFICATIONS


    POLICY YEARS                             SUPPLEMENTAL FACE AMOUNT *
        1-65                                 $250,000










 * THE SUPPLEMENTAL FACE AMOUNT MAY CHANGE IN ACCORDANCE WITH THE PROVISIONS OF 
   THIS POLICY.  SEE THE DEFINITION OF SUPPLEMENTAL FACE AMOUNT.



                                    Page 3A

1020(3A)                                                       Printed in U.S.A.
POLICY NUMBER:          VL0000001
NAME OF FIRST INSURED:  JOHN S. DOE    NAME OF SECOND INSURED:  MARY DOE
ISSUE AGE/SEX:          35/MALE        ISSUE AGE/SEX:           35/FEMALE



                             POLICY SPECIFICATIONS

<PAGE>

    POLICY YEARS                             SUPPLEMENTAL FACE AMOUNT *
        1-10                                           $50,000
        11                                              55,000
        12                                              60,000
        13                                              65,000
        14                                              70,000
        15                                              75,000
        16                                              80,000
        17                                              85,000
        18                                              90,000
        19                                              95,000
        20                                             100,000
        21 + THEREAFTER                                100,000








 *  THE SUPPLEMENTAL FACE AMOUNT MAY CHANGE IN ACCORDANCE WITH THE PROVISIONS 
    OF THIS POLICY.  SEE THE DEFINITION OF SUPPLEMENTAL FACE AMOUNT.


                              Page 3A (continued)

1020(3A cont'd)                                                Printed in U.S.A.
POLICY NUMBER:          VL0000001
NAME OF FIRST INSURED:  JOHN S. DOE    NAME OF SECOND INSURED:  MARY DOE
ISSUE AGE/SEX:          35/MALE        ISSUE AGE/SEX:           35/FEMALE


                             POLICY SPECIFICATIONS

                        LIST OF SUB-ACCOUNTS AND FUNDS

<PAGE>

 LISTED BELOW ARE THE SUB-ACCOUNTS OF ITT HARTFORD LIFE AND ANNUITY INSURANCE
        COMPANY SEPARATE [ACCOUNT VL II] AND THE FUNDS THEY INVEST IN.


            SUB-ACCOUNT                           FUND

       [HARTFORD BOND SECURITIES         HARTFORD BOND FUND, INC.
       HARTFORD STOCK                    HARTFORD STOCK FUND, INC.
       HARTFORD MONEY MARKET             HVA MONEY MARKET FUND, INC.
       HARTFORD ADVISERS                 HARTFORD ADVISERS FUND, INC.
       HARTFORD AGGRESSIVE GROWTH        HARTFORD AGGRESSIVE GROWTH FUND, INC.
       HARTFORD MORTGAGE SECURITIES      HARTFORD MORTGAGE SECURITIES FUND, INC.
       HARTFORD INDEX                    HARTFORD INDEX FUND, INC.
       HARTFORD INTERNATIONAL            HARTFORD INTERNATIONAL 
        OPPORTUNITIES                     OPPORTUNITIES FUND, INC.

       PUTNAM GLOBAL GROWTH              PCM GLOBAL GROWTH FUND
       PUTNAM GROWTH AND INCOME          PCM GROWTH AND INCOME FUND
       PUTNAM HIGH YIELD                 PCM HIGH YIELD FUND
       PUTNAM MONEY MARKET               PCM MONEY MARKET FUND
       PUTNAM GLOBAL ASSET ALLOCATION    PCM GLOBAL ASSET ALLOCATION FUND
       PUTNAM U.S. GOVERNMENT AND        PCM U.S. GOVERNMENT AND
        HIGH QUALITY BOND                 HIGH QUALITY FUND
       PUTNAM VOYAGER                    PCM VOYAGER FUND
       PUTNAM UTILITIES GROWTH           PCM UTILITIES GROWTH AND
        AND INCOME                        INCOME FUND

       FIDELITY ASSET MANAGER            ASSET MANAGER PORTFOLIO OF VARIABLE
                                          INSURANCE PRODUCTS FUND II
       FIDELITY OVERSEAS                 OVERSEAS PORTFOLIO OF VARIABLE
                                          INSURANCE PRODUCTS FUND
       FIDELITY EQUITY INCOME            EQUITY-INCOME PORTFOLIO OF VARIABLE
                                          INSURANCE PRODUCTS FUND]

  AND OTHER SUB-ACCOUNTS AND FUNDS AS MAY BE MADE AVAILABLE FROM TIME TO TIME.


INITIAL ALLOCATION 
OF NET PREMIUMS:      HARTFORD MONEY MARKET SUB-ACCOUNT  100%



                                   Page 3B

1020(3B)                                                       Printed in U.S.A.
POLICY NUMBER:          VL0000001
NAME OF FIRST INSURED:  JOHN S. DOE    NAME OF SECOND INSURED:  MARY DOE
ISSUE AGE/SEX:          35/MALE        ISSUE AGE/SEX:           35/FEMALE


                             POLICY SPECIFICATIONS
FIXED ACCOUNT MINIMUM CREDITED RATE:         4.00%
POLICY LOAN RATE:                            6.00%


                      GUARANTEED MAXIMUM POLICY CHARGES

                       DEDUCTIONS FROM PREMIUM PAYMENTS

<PAGE>

SALES CHARGES:

                         PERCENT OF PREMIUM          PERCENT OF PREMIUM
POLICY YEARS            PAID UP TO $6,995.00       IN EXCESS OF $6,995.00
     1                         [38.5%]                     [7.75%]
    2-5                        [12.25%]                      4%
    6-10                        [8.5%]                       4%
     11+                          2%                         2%


DAC TAX CHARGE                       1.25% OF ALL PREMIUMS PAID

PREMIUM TAX CHARGE                   2.35% OF ALL PREMIUMS PAID

PREMIUM PROCESSING CHARGE            1.25% OF ALL PREMIUMS PAID


                         DEDUCTIONS FROM ACCOUNT VALUE

MONTHLY ADMINISTRATIVE FEE
   ALL POLICY YEARS                           [$11.25] PER MONTH
                                  PLUS        [$.035] PER $1,000 OF FACE AMOUNT 
                                              AT ISSUE PER MONTH

MONTHLY ISSUE CHARGE
   POLICY YEARS 1-5:                          $20.00 PER MONTH
                                  PLUS        $.05 PER $1,000 OF FACE AMOUNT AT 
                                              ISSUE PER MONTH

MORTALITY AND EXPENSE RISK CHARGE
   POLICY YEARS 1-10:                         .80% OF THE ACCOUNT VALUE
   POLICY YEARS 11 & LATER:                   .80% OF THE FIRST $100,000 OF
                                              ACCOUNT VALUE
                                              [.425%] OF THE REMAINING ACCOUNT 
                                              VALUE

FACE AMOUNT INCREASE FEE                      $.05 PER $1,000 OF UNSCHEDULED 
                                              FACE AMOUNT 
                                              INCREASE PER MONTH FOR THE FIRST 
                                              5 POLICY YEARS FROM DATE OF 
                                              INCREASE

TRANSFER CHARGE                               $0.00 FOR FIRST 4 IN ANY POLICY 
                                              YEAR
                                              $25.00 PER TRANSFER IN EXCESS OF 
                                              4 IN ANY POLICY YEAR



                                    Page 3C

1020(3C)                                                       Printed in U.S.A.
POLICY NUMBER:          VL0000001
NAME OF FIRST INSURED:  JOHN S. DOE    NAME OF SECOND INSURED:  MARY DOE
ISSUE AGE/SEX:          35/MALE        ISSUE AGE/SEX:           35/FEMALE

                             POLICY SPECIFICATIONS

                  TABLE OF MINIMUM DEATH BENEFIT PERCENTAGES
             AND MONTHLY MAXIMUM COST OF INSURANCE RATES PER $1,000

             MINIMUM     MAXIMUM COST                MINIMUM       MAXIMUM COST
POLICY    DEATH BENEFIT  OF INSURANCE   POLICY    DEATH BENEFIT    OF INSURANCE
 YEAR      PERCENTAGES       RATE        YEAR     PERCENTAGES          RATE

  1           250.00        0.0003        34          117.00          0.7182
  2           250.00        0.0007        35          116.00          0.8414

<PAGE>

  3           250.00        0.0013        36          115.00          0.9879
  4           250.00        0.0020        37          113.00          1.1653
  5           250.00        0.0028        38          111.00          1.3822

  6           250.00        0.0038        39          109.00          1.6447
  7           243.00        0.0051        40          107.00          1.9553
  8           236.00        0.0066        41          105.00          2.3140
  9           229.00        0.0083        42          105.00          2.7198
 10           222.00        0.0103        43          105.00          3.1724

 11           215.00        0.0127        44          105.00          3.6760
 12           209.00        0.0155        45          105.00          4.2428
 13           203.00        0.0188        46          105.00          4.8903
 14           197.00        0.0226        47          105.00          5.6355
 15           191.00        0.0271        48          105.00          6.4950

 16           185.00        0.0324        49          105.00          7.4696
 17           178.00        0.0388        50          105.00          8.5493
 18           171.00        0.0466        51          105.00          9.7187
 19           164.00        0.0559        52          105.00         10.9650
 20           157.00        0.0669        53          105.00         12.2768

 21           150.00        0.0799        54          105.00         13.6477
 22           146.00        0.0949        55          105.00         15.0844
 23           142.00        0.1120        56          105.00         16.5963
 24           138.00        0.1316        57          104.00         18.2119
 25           134.00        0.1548        58          103.00         19.9859

 26           130.00        0.1823        59          102.00         22.0472
 27           128.00        0.2156        60          101.00         24.6880
 28           126.00        0.2565        61          100.00         28.4789
 29           124.00        0.3068        62          100.00         34.5196
 30           122.00        0.3671        63          100.00         44.7758

 31           120.00        0.4378        64          100.00         61.9954
 32           119.00        0.5194        65          100.00         83.3333
 33           118.00        0.6123

THE MINIMUM DEATH BENEFIT PERCENTAGES ARE DETERMINED TO COMPLY WITH SECTION 7702
OF THE INTERNAL REVENUE CODE, OR YOUR REQUESTED PERCENTAGES, IF GREATER. THE 
MAXIMUM COST OF INSURANCE RATES DO NOT EXCEED THE COST OF INSURANCE RATES BASED 
ON THE 1980 COMMISSIONERS STANDARD ORDINARY SMOKER OR NONSMOKER MORTALITY TABLE,
AGE LAST BIRTHDAY.


                                     Page 4

1020(4)                                                        Printed in U.S.A.
POLICY NUMBER:          VL0000001
NAME OF FIRST INSURED:  JOHN S. DOE    NAME OF SECOND INSURED:  MARY DOE
ISSUE AGE/SEX:          35/MALE        ISSUE AGE/SEX:           35/FEMALE

DESIGNATED INSURED:     JOHN DOE

          SINGLE LIFE YEARLY RENEWABLE TERM LIFE RIDER SPECIFICATIONS

             TABLE OF SINGLE LIFE YEARLY RENEWABLE TERM LIFE RIDER
                             MONTHLY MAXIMUM RATES
                         (PER $1,000 OF RIDER BENEFIT)

          POLICY         MAXIMUM           POLICY            MAXIMUM
           YEAR           RATE              YEAR              RATE

             1            0.1442             34               2.4933
             2            0.1517             35               2.7483

<PAGE>

             3            0.1617             36               3.0367
             4            0.1725             37               3.3658
             5            0.1842             38               3.7458

             6            0.1983             39               4.1758
             7            0.2133             40               4.6483
             8            0.2292             41               5.1533
             9            0.2467             42               5.6867
            10            0.2658             43               6.2442

            11            0.2875             44               6.8292
            12            0.3108             45               7.4600
            13            0.3358             46               8.1567
            14            0.3633             47               8.9375
            15            0.3933             48               9.8183

            16            0.4275             49              10.7950
            17            0.4667             50              11.8483
            18            0.5117             51              12.9542
            19            0.5633             52              14.0983
            20            0.6208             53              15.2633

            21            0.6850             54              16.4442
            22            0.7550             55              17.6575
            23            0.8292             56              18.9208
            24            0.9117             57              20.2633
            25            1.0042             58              21.7350

            26            1.1075             59              23.4792
            27            1.2225             60              25.8192
            28            1.3550             61              29.3217
            29            1.5050             62              35.0825
            30            1.6717             63              45.0833

            31            1.8542             64              62.0958
            32            2.0517             65              83.3333
            33            2.2633

THE MAXIMUM RATES DO NOT EXCEED THE COST OF INSURANCE RATES BASED ON THE 1980 
COMMISSIONERS STANDARD ORDINARY SMOKER OR NONSMOKER MORTALITY TABLE, AGE LAST 
BIRTHDAY.

                                    Page 4A

1020(4A)                                                       Printed in U.S.A.
POLICY NUMBER:          VL0000001
NAME OF FIRST INSURED:  JOHN S. DOE    NAME OF SECOND INSURED:  MARY DOE
ISSUE AGE/SEX:          35/MALE        ISSUE AGE/SEX:           35/FEMALE

DESIGNATED INSURED:     MARY DOE


          SINGLE LIFE YEARLY RENEWABLE TERM LIFE RIDER SPECIFICATIONS


             TABLE OF SINGLE LIFE YEARLY RENEWABLE TERM LIFE RIDER
                             MONTHLY MAXIMUM RATES
                         (PER $1,000 OF RIDER BENEFIT)

                        POLICY                 MAXIMUM
                         YEAR                    RATE

                           1                    0.0201

<PAGE>

                           2                    0.0241
                           3                    0.0294
                           4                    0.0370
                           5                    0.0450

                           6                    0.0535
                           7                    0.0619
                           8                    0.0695
                           9                    0.0771
                          10                    0.0847

                          11                    0.0967
                          12                    0.1052
                          13                    0.1141
                          14                    0.1257
                          15                    0.1359

                          16                    0.1471
                          17                    0.1591
                          18                    0.1729
                          19                    0.1881
                          20                    0.2050



THE MAXIMUM RATES DO NOT EXCEED THE COST OF INSURANCE RATES BASED ON THE 1980 
COMMISSIONERS STANDARD ORDINARY SMOKER OR NONSMOKER MORTALITY TABLE, AGE LAST 
BIRTHDAY.






                              Page 4A (continued)

1020(4A cont'd)                                                Printed in U.S.A.
DEFINITIONS    The definitions in this section apply to the following words and 
               phrases whenever and wherever they appear in this policy.

               ACCOUNT VALUE:  an amount We use to determine certain policy
               benefits and charges.  See the Account Value and Cash Surrender 
               Value provisions for a more detailed explanation.

               ACCUMULATION UNIT:  an accounting unit used to calculate the
               value of a Sub-Account.

               BASIC FACE AMOUNT:  on the Policy Date, the Basic Face Amount
               equals the Basic Face Amount shown on Page 3.  Thereafter, it may
               change in accordance with the terms of the Increases and 
               Decreases in Face Amount provision and the Surrenders provision.

               CASH SURRENDER VALUE:  the Account Value less all Indebtedness.

               CUMULATIVE DEATH BENEFIT GUARANTEE PREMIUM:  the number of fully
               completed Policy Years, plus the completed portion of the current
               Policy Year, multiplied by the Annual Death Benefit Guarantee 
               Premium shown on Page 3.

<PAGE>

               DATE OF ISSUE:  the date shown on Page 3 from which Suicide and
               Incontestability provisions are measured.  The Date may be 
               different from the Policy Date.

               DEATH BENEFIT:  on the Policy Date, the Death Benefit equals the
               Face Amount.  Thereafter, it may change in accordance with the 
               terms of the Death Benefit Option provision, the Minimum Death 
               Benefit provision, the Death Benefit Guarantee provision and the 
               Surrenders provision.

               DEATH BENEFIT OPTION:  the Death Benefit Option in effect 
               determines how the Death Benefit is calculated.  The three Death 
               Benefit Options provided are described in the Death Benefit 
               section.

               DEATH PROCEEDS:  the amount which We will pay on the death of the
               Last Surviving Insured.

               FACE AMOUNT:  the sum of the Basic Face Amount, plus the 
               Supplemental Face Amount.

               FIXED ACCOUNT:  part of the Company's General Account to which
               all or a portion of the Account Value may be allocated.

               FUNDS:  the registered open end management investment companies
               in which the assets of its Separate Account may be invested.

               GENERAL ACCOUNT:  all assets of ITT Hartford Life and Annuity
               Insurance Company other than those allocated to the Separate 
               Accounts.

               INDEBTEDNESS:  all outstanding loans on this policy, including
               any interest due or accrued.

               IN WRITING:  in a written form satisfactory to Us.




                                    Page 5

ILA-1020(5/6)                                                  Printed in U.S.A.
DEFINITIONS    ISSUE AGE:  as of the Policy Date, an Insured's age on his/her 
(continued)    last birthday.

               LAST SURVIVING INSURED:  the Insured who survives after the death
               of one of the Insureds shown on Page 3.  If both Insureds die 
               simultaneously, the Last Surviving Insured will be the First 
               Insured shown on Page 3.

               LOAN ACCOUNT:  an account established for any amounts transferred
               from the Fixed Account and Sub-Accounts as a result of loans.  
               The account is credited with interest and is not based on the 
               experience of any Separate Account.

               MATURITY DATE:  the date, shown on Page 3, on which this policy
               will mature.

               MONTHLY ACTIVITY DATE:  the Policy Date and the same date in each
               succeeding month as the Policy Date except that whenever the 
               Monthly Activity Date falls on a date other than a Valuation Day,
               the Monthly Activity Date will be deemed the next Valuation Day.

               NET PREMIUM:  the amount of premium actually credited to the
               Account Value.  It is the premium paid minus the deductions from 
               premium shown on Page 3C.

               PLANNED PREMIUM:  the amount that the Owner intends to pay.  The
               First Planned Premium is shown on Page 3.

<PAGE>

               POLICY ANNIVERSARY:  an anniversary of the Policy Date.

               POLICY DATE:  the date shown on Page 3 from which Policy
               Anniversaries and Policy Years are determined.

               POLICY LOAN RATE:  the interest rate charged on policy loans.

               POLICY YEARS:  years as measured from the Policy Date.

               PRO-RATA BASIS:  an allocation method based on the proportion of
               the Account Value in the Fixed Account and each Sub-Account.

               SEPARATE ACCOUNT:  an account entitled Separate Account VL II
               which has been established by ITT Hartford Life and Annuity 
               Insurance Company to separate the assets funding the variable 
               benefits for the class of contracts to which this policy belongs 
               from the other assets of ITT Hartford Life and Annuity Insurance
               Company.  Separate Account VL II will have the Funds listed on 
               Page 3B as its underlying investments.

               SUB-ACCOUNTS:  the subdivisions of the Separate Account.  These
               are shown on Page 3B.

               SUPPLEMENTAL FACE AMOUNT:  on the Policy Date, the Supplemental
               Face Amount equals the Supplemental Face Amount shown on Page 3.
               The Supplemental Face Amounts after Policy Year 1 are shown on 
               Page 3A.  The Supplemental Face Amount may also change in 
               accordance with the Option Change provision, the Minimum Death 
               Benefit provision, the Increases and Decreases in Face Amount 
               provision and the Surrenders provision.

               TARGET PREMIUM:  the amount shown on Page 3.  It is used to
               determine deductions from premium payments.





                                    Page 6

ILA-1020(5/6)                                                  Printed in U.S.A.
DEFINITIONS    VALUATION DAY:  the date on which a Sub-Account is valued.  This 
(continued)    occurs every day We are open and the New York Stock Exchange is
               open for trading.

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

               YOU, YOUR:  the Owner of this policy.

               WE, US, OUR, THE COMPANY:  ITT Hartford Life and Annuity
               Insurance Company.


DEATH BENEFIT  GENERAL
               The Death Benefit depends upon:
               (a)  the Death Benefit Option in effect, as shown on Page 3; and 
               (b)  the Minimum Death Benefit described below.

               DEATH BENEFIT OPTION
               You have three Death Benefit Options.
               1.   Under Option A (Level Option), the Death Benefit is the Face
                    Amount on the date We receive due proof of the Last 
                    Surviving Insured's death.

<PAGE>

               2.   Under Option B (Return of Account Value Option), the Death
                    Benefit is the Face Amount, plus the Account Value on the 
                    date We receive due proof of the Last Surviving Insured's 
                    death.

               3.   Under Option C (Return of Premium Option), the Death Benefit
                    is the Face Amount on the date of the Last Surviving 
                    Insured's death, plus the sum of all the premiums paid up to
                    the date We receive due proof of the Last Surviving 
                    Insured's death.

               OPTION CHANGE
               You may change Option C (Return of Premium Option) or Option B
               (Return of Account Value Option) to Option A (Level Option).  If 
               You do, the Face Amount will become that amount available as a 
               Death Benefit immediately prior to the option change.  Any 
               increase in the Face Amount will be deemed an increase in the
               Supplemental Face Amount.  You may change Option A (Level Option)
               or Option C (Return of Premium Option) to Option B (Return of 
               Account Value Option).  If You do, the Face Amount will become 
               that amount available as a Death Benefit immediately prior to 
               the option change, reduced by the then current Account Value.  
               You must notify Us In Writing of the change.  Such change will 
               be effective on the Monthly Activity Date following the date We 
               receive the request.

               MINIMUM DEATH BENEFIT
               We will automatically increase the Death Benefit so that it will
               never be less than the Account Value multiplied by the Minimum 
               Death Benefit Percentage for the then current Policy Year.  The 
               Table of Minimum Death Benefit Percentages is shown on Page 4.  
               This is to ensure that:
               (a)  this policy continues to qualify as life insurance under the
               Internal Revenue Code; or
               (b)  this policy maintains the relationship between the Account
               Value and the Death Benefit You selected on Your application, if 
               greater.




                                    Page 7

ILA-1020(7/8)                                                  Printed in U.S.A.
DEATH BENEFIT  DEATH PROCEEDS
(continued)    The Death Proceeds are the amount which We will pay on the death 
               of the Last Surviving Insured.  This equals the Death Benefit 
               less any Indebtedness and less any due and unpaid Monthly 
               Deduction Amounts occurring during a Grace Period.

               If the Last Surviving Insured dies after We receive a written
               request from You to surrender this policy, the Cash Surrender 
               Value will be paid in lieu of the Death Proceeds.

               NOTIFICATION OF FIRST DEATH OF THE INSUREDS
               You must notify Us In Writing and give Us due proof of the first
               death of the Insureds as soon as possible after the death.


INCREASES AND  At any time after the first Policy Year, You may
DECREASES IN   request a change in the Face Amount by writing to Us.
FACE AMOUNT
               The minimum amount by which the Face Amount can be increased or
               decreased is based on Our rules then in effect.

               We reserve the right to limit the number of increases or
               decreases made under this policy to not more than one in any 
               12 month period.

<PAGE>

               DECREASES
               A decrease in the Face Amount will be effective on the Monthly
               Activity Date following the date We receive the request.  The 
               remaining Face Amount must not be less than Our minimum rules 
               then in effect.  Decreases will be applied first to the 
               Supplemental Face Amount and then to the Basic Face Amount.

               UNSCHEDULED INCREASES
               Any unscheduled increases in the Face Amount will be deemed an
               increase in the Supplemental Face Amount.  All requests to 
               increase the Supplemental Face Amount must be applied for on a 
               new application and accompanied by this policy.  All requests 
               will be subject to evidence of insurability satisfactory to Us. 
               Any increase approved by Us will be effective on the date shown 
               on the new policy specifications page, provided that the 
               deduction for the Cost of Insurance for the first month is made.
               The Monthly Deduction Amount on the first Monthly Activity Date 
               on or after the effective date of the increase will reflect the 
               Face Amount Increase Fee.

               SCHEDULED INCREASES
               We will increase the Supplemental Face Amount automatically as
               shown on Page 3A.  These scheduled increases will continue as 
               applied for as long as You did not request to discontinue such 
               increases or request to decrease the Face Amount of Your policy 
               other than as a result of a withdrawal.

               Scheduled increases in the Supplemental Face Amount are not
               subject to the Face Amount Increase Fee.




                                    Page 8

ILA-1020(7/8)                                                  Printed in U.S.A.


                ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
                           MADISON, WISCONSIN  53703
                          (A STOCK INSURANCE COMPANY)



                        NATIONAL SERVICE CENTER ADDRESS:
                                  P.O. BOX 59179
                         MINNEAPOLIS, MINNESOTA  55459



                 CASH SURRENDER VALUE PAYABLE ON MATURITY DATE
             DEATH PROCEEDS PAYABLE AT DEATH OF THE LAST SURVIVING INSURED
                           ADJUSTABLE DEATH BENEFIT
                      PREMIUMS PAYABLE AS SHOWN ON PAGE 3
                               NON-PARTICIPATING

<PAGE>

THE PORTIONS OF THE ACCOUNT VALUES PROVIDED BY THIS CONTRACT THAT ARE IN THE 
SUB-ACCOUNTS ARE BASED ON THE INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT.  
THEY ARE VARIABLE AND NOT GUARANTEED AS TO FIXED DOLLAR AMOUNT.  THE AMOUNT 
OF THE DEATH BENEFIT MAY BE FIXED OR VARIABLE DEPENDING ON THE INVESTMENT 
EXPERIENCE OF THAT SEPARATE ACCOUNT.  THE BASIC FACE AMOUNT IS A GUARANTEED 
DEATH BENEFIT DURING THE FIRST TEN POLICY YEARS (OR LONGER, IF APPLIED FOR) 
SUBJECT TO THE CONDITIONS DESCRIBED ON PAGE 7.



                              [ITT HARTFORD LOGO]



                                 LAST SURVIVOR
                                FLEXIBLE PREMIUM
                         VARIABLE LIFE INSURANCE POLICY



ILA-1020                                                       Printed in U.S.A.

<PAGE>

                       CERTIFICATE AMENDING AND RESTATING
                       THE CERTIFICATE OF INCORPORATION BY
                ACTION OF THE BOARD OF DIRECTORS AND SHAREHOLDERS


1.   The name of the Corporation is ITT HARTFORD LIFE AND ANNUITY INSURANCE
     COMPANY.

2.   The Certificate of Incorporation is amended and restated by the following
     resolution of the Board of Directors and Shareholder of the Corporation.

     RESOLVED, that the Certificate of Incorporation of the Corporation, as
     supplemented and amended to date, is further amended and restated to read
     as follows:

     Section 1.     The name of the Corporation is ITT HARTFORD LIFE AND ANNUITY
                    INSURANCE COMPANY.

     Section 2.     The address of the Registered Office of the Corporation is
                    Hartford Plaza, Hartford, Connecticut  06104-2999.

     Section 3.     The Corporation is a body politic and corporate and shall
                    have all the powers granted by the general statutes, as now
                    enacted or hereinafter amended, to corporations formed under
                    the Stock Corporation Act.

     Section 4.     The Corporation shall have the purposes and powers to write
                    any and all forms of insurance which any other corporation
                    now or hereafter chartered in Connecticut and empowered to
                    do an insurance business may now or hereafter lawfully do;
                    to accept and to cede reinsurance; to issue policies and
                    contracts for any kind or combination of kinds of insurance;
                    to issue policies or contracts either with or without
                    participation in profits; to acquire and hold any or all of
                    the shares or other securities of any insurance corporation
                    or any other kind of corporation; and to engage in any
                    lawful act or activity for which corporations may be formed
                    under the Stock Corporation Act.  The corporation is
                    authorized to exercise the powers herein granted in any
                    state, territory or jurisdiction of the United States or in
                    any foreign country.

     Section 5.     The Corporation shall obtain a license from the insurance
                    commissioner prior to the commencement of business and shall
                    be subject to all general statutes applicable to insurance
                    companies.

   

     Section 6.     The aggregate number of shares which the corporation shall
                    have authority to issue is 3,000 shares consisting of one
                    class only, designated as Common Shares, of the par value of
                    $1,250.

    

   

     Section 7.     No shareholder shall, because of his ownership of shares,
                    have a preemptive or 

    

<PAGE>

                                       -2-

                    other right to purchase, subscribe for, or take any part of
                    any shares or any part of the notes, debentures, bonds, or
                    other securities convertible into or carrying options or
                    warrants to purchase shares of this corporation issued,
                    optioned, or sold by it after its incorporation.

   

     Section 8.     The minimum amount of stated capital with which the
                    corporation shall commence business is One Thousand Dollars
                    ($1,000.00).

    

   

     Section 9.     So much of the charter of said corporation is amended, as is
                    inconsistent herewith is repealed, provided such repeal
                    shall not invalidate or otherwise affect any action taken
                    pursuant to the charter of the corporation, in accordance
                    with its terms, prior to the effective date of such repeal.

    

3.   The above resolution was passed by the Board of Directors and the
     Shareholder of the Corporation.  The number of shares entitled to vote
     thereon was 3,000 and the vote required for adoption was 2,000 shares.  The
     vote favoring adoption was 3,000 which was the greatest vote needed to pass
     the resolution.

   
4.   The term of existence of the corporation shall be perpetual.
    
   
Dated at Simsbury, Connecticut this 30 day of  April, 1996.
                                    --
    

We hereby declare, under the penalties of false statement, that the statements
made in the foregoing Certificate are true.


                                        ITT HARTFORD LIFE AND 
                                        ANNUITY INSURANCE COMPANY

                                        /s/ Lowndes A. Smith
                                        -----------------------------
                                        Lowndes A. Smith, President



/s/ Lynda Godkin
- ----------------------------------------
Lynda Godkin, Associate General Counsel 
and Corporate Secretary

 

<PAGE>

                           AMENDED AND RESTATED BYLAWS 

                                       OF

                 ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY




                              EFFECTIVE MAY 1, 1996

<PAGE>

                                      -2-

                                   ARTICLE I

                               Name - Home Office

SECTION 1.  This company shall be named ITT Hartford and Annuity Life Insurance
Company.

SECTION 2.  The Company may have such principal and other business offices,
either within or without the State of Connecticut, as the Board of Directors may
designate or as the business of the Company may require.

SECTION 3. The registered office of the Company is Hartford Plaza, Hartford,
Connecticut 06104-2999.

                                   ARTICLE II

              Stockholders' Meetings - Notice-Quorum-Right to Vote

SECTION 1.  All meetings of the stockholders shall be held at the principal
business office of the Company unless the Board of Directors shall otherwise
provide and direct.

SECTION 2.  The annual meeting of the stockholders shall be held on such day and
at such hour as the Board of Directors may decide.  For cause the Board of
Directors may postpone or adjourn such annual meeting to any other time during
the year.

SECTION 3.  Special meetings of the stockholders may be called by the Board of
Directors, the Executive Committee, the Chairman  or Vice Chairman of the Board,
the President or any Vice President.

SECTION 4.  Notice of stockholders' meetings shall be delivered to each
stockholder, either personally or by mail at his address as it appears on the
records of the Company, at least seven days prior to the meeting.  The notice
shall state the place, date and time of the meeting and shall specify all
matters proposed to be acted upon at the meeting.

SECTION 5.  At each annual meeting, the stockholders shall choose Directors as
hereinafter provided.

SECTION 6.  Each stockholder shall be entitled to one vote at all meetings of
the Company for each share of stock held by such stockholder.  Proxies may be
authorized by written power of attorney.

<PAGE>

                                      -3-

SECTION 7.  A majority of the total number of shares entitled to vote,
represented in person or by proxy, shall constitute a quorum.

SECTION 8.  Each stockholder shall be entitled to a certificate of stock which
shall be signed by the President or a Vice President, and either the Treasurer
or an Assistant Treasurer of the Company, and shall bear the seal of the
Company, but such signatures and seal may be facsimile.

                                   ARTICLE III

                            Directors-Meetings-Quorum

SECTION 1.  The property, business and affairs of the Company shall be managed
by a board of not less than three nor more than twenty Directors, who shall be
chosen by the stockholders at each annual meeting.  Vacancies occurring between
annual meetings may be filled by the affirmative vote of a majority of the
Directors then in office.  Each Director shall hold office until the next annual
meeting of stockholders and until his successor is chosen and qualified.

SECTION 2.  Meetings of the Board of Directors may be called by the direction of
the Chairman of the Board, the President, or any three Directors.

SECTION 3. Three days' notice of meetings of the Board of Directors shall be
given to each Director, either personally or by mail or telegraph, at his
residence or usual place of business, but notice may be waived, at any time, in
writing, and attendance of a Director at a meeting shall constitute a waiver of
notice of such meeting except where a Director attends a meeting and objects
thereat to the transaction of any business on grounds that the meeting was not
lawfully called or convened.

SECTION 4. A majority of the number of existing directorships, but not less than
two Directors, shall constitute a quorum.

                                   ARTICLE IV

                    Election of Officer - Duties of Board of
                        Directors and Executive Committee

SECTION 1. The Board of Directors shall annually elect a President, a Secretary
and a Treasurer.  It may elect a Chairman of the Board, a Vice Chairman of the
Board and such Vice Presidents, other Secretaries, Assistant Secretaries,
Assistant Treasurers and other officers as it may determine.  All officer of the
Company shall hold office during the pleasure of the Board of Directors.

<PAGE>

                                      -4-

SECTION 2.   The Directors may fill any vacancy among the officers by election
for the unexpired term.

SECTION 3.    The Board of Directors may appoint from its own number an
Executive Committee of not less than five Directors. The Executive Committee may
exercise all powers vested in and conferred upon the Board of Directors at any
time when the Board is not in session. A majority of the members of said
Committee shall constitute a quorum.  Meetings of the Committee shall be called
whenever the Chairman of the Board, the President or a majority of its members
shall request.

SECTION 4.   The Board of Directors may annually appoint from its own number a
Finance Committee of not less than three Directors, whose duties shall be as
hereinafter provided.

SECTION 5.    The Board of Directors may, at any time, appoint such other
committees, not necessarily from its own number, as it may deem necessary for
the proper conduct of the business of the Company, which committees shall have
only such powers and duties as are specifically assigned to them by the Board of
Directors or the Executive Committee.

For all meetings, forty-eight hours' notice shall be given but notice may be
waived, at any time, in writing, and attendance of a Director at a meeting shall
constitute a waiver of notice of such meeting except where a Director attends a
meeting and objects thereat to the transaction of any business on grounds that
the meeting was not lawfully called or convened.

SECTION 6. The Board of Directors may authorize corporate contributions, in such
amounts as it determines to be reasonable, for public welfare or for charitable,
scientific or educational purposes, subject to the limits and restrictions
imposed by law and to such rules and regulations consistent with law as it
makes.

                                    ARTICLE V

                                    Officers
                              Chairman of the Board
                                       and
                           Vice Chairman of the Board

SECTION 1.   The Chairman of the Board shall preside at the meetings of the
Board of Directors and the Executive Committee and, in the absence of the
Chairman of the Finance Committee, at the meetings of the Finance Committee. 

In the absence or inability of the Chairman of the Board to so preside, the Vice
Chairman shall preside in his place if there be one, otherwise the President
shall preside.

<PAGE>

                                      -5-

SECTION 2.  The Vice Chairman of the Board shall, in the absence of the Chairman
of the Board, exercise the powers and perform the duties of the Chairman of the
Board.  He shall perform such other duties and have such other powers as may be
assigned to him by the Board of Directors.

                                    President

SECTION 3. The President, unless the Board of Directors shall otherwise order
pursuant to Section 7 below, shall be the chief executive officer of the Company
and, subject to the control of the Board of Directors, shall in general
supervise and control all the business and affairs of the Company.  Unless the
Board of Directors shall provide otherwise, he shall, when present, preside at
all meetings of the shareholders and shall preside at all meetings of the Board
of Directors unless the Board shall have elected a Chairman of the Board of
Directors.  He shall have authority, subject to such rules as may be prescribed
by the Board of Directors, to appoint such agents and employees of the Company
as he shall deem necessary, to prescribe their powers, duties and compensation,
and to delegate authority to them.  Such agents and employees shall hold office
at the discretion of the President.  Except as otherwise provided in these
Bylaws or by resolution of the Board of Directors, the President shall have
authority to sign, execute and acknowledge, on behalf of the Company all
contracts, reports and other documents or instruments necessary or proper to be
executed in the course of the Company's regular business, or which shall be
authorized by resolution of the Board of Directors; and except as otherwise
provided by law or the Board of Directors, he may authorize any Vice President
or other officer or agent of the Company to sign, execute and acknowledge such
documents or instruments in his place and stead.  In general, he shall perform
all duties incident to the office of the chief executive officer and such other
duties as may be prescribed by the Board of Directors from time to time.

If the President is not the chief executive officer, he shall have such duties
and authority as prescribed by the Board of Directors or the chief executive
officer.

SECTION 4.   In the absence or inability of the President to perform his duties,
the Board or the Chairman thereof may designate a Vice President to exercise the
powers and perform the duties of the President during such absence or inability.

                                    Secretary

 SECTION 5.  The Secretary shall keep a record of all the meetings of the
Company, of the Board of Directors and of the Executive Committee, and he shall
discharge all other duties specifically required of the Secretary by law.

<PAGE>

                                      -6-

The other Secretaries and the Assistant Secretaries shall perform such duties as
may be assigned to them by the Board of Directors or by their senior officers
and any Secretary or Assistant Secretary may affix the seal of the Company and
attest it and the signature of any officer to any and all instruments.

                                    Treasurer

SECTION 6.  The Treasurer shall keep, or cause to be kept, full and accurate
accounts of the Company.  He shall see that the funds of the Company are
disbursed as may be ordered by the Board of Directors, the Finance Committee or
a duly authorized individual.  He shall have charge of all moneys paid to the
Company and shall deposit such to the credit of the Company or in any other
properly authorized name, in such banks or depositories as may be designated in
a manner provided by these Bylaws.  He shall also discharge all other duties
that may be required of him by law.


                                 Other Officers

SECTION 7.  The other officers shall perform such duties as may be assigned to
them by the President or the Board of Directors.  The Board of Directors may
designate the Chairman of the Board or the Vice Chairman as the chief executive
officer of the Company.  In such event that person shall assume all authority,
power, duties and responsibilities otherwise appointed to the President pursuant
to Section 3 above, and all references to the President in these Bylaws shall be
regarded as references to the Chairman of the Board or Vice Chairman,  as the
case may be, as such chief executive officer, except where a contrary meaning is
clearly required, and provided that in no case shall that person be empowered in
place of the President to sign the certificates for shares of stock of the
Company.

                                   ARTICLE VI

                                Finance Committee

SECTION 1.  If a Finance Committee is established, it shall be the duty of that
committee to supervise the investment of the funds of the Company in securities
in which insurance companies are permitted by law to invest, and all other
matters connected with the management of investments.  If no Finance Committee
is established, this duty shall be performed by the Board of Directors.

SECTION 2.  All loans or purchases for the investment and reinvestment of the
funds of the Company shall be submitted for approval to the Finance Committee,
if not specifically approved by the Board of Directors.

<PAGE>

                                      -7-

SECTION 3.  Sale or transfer of any stocks or bonds shall be made upon
authorization of the Finance Committee unless specifically authorized by the
Board of Directors.

SECTION 4.  Transfers of stock and registered bonds, deeds, leases, releases,
sales, mortgages chattel or real, assignments or partial releases of mortgages
chattel or real, and in general all instruments of defeasance of property and
all agreements or contracts affecting the same, except discharges of mortgages
and entries to foreclose the same as hereinafter provided, shall be authorized
by the Finance Committee or the Board of Directors, and be executed jointly for
the Company by two persons, to wit:  the Chairman of the Board, the Vice
Chairman, the President or a Vice President, and a Secretary, the Treasurer or
an Assistant Treasurer, but may be acknowledged and delivered by either one of
those executing the instrument; provided, however, that either a Secretary, the
Treasurer, or an Assistant Treasurer alone, when authorized as aforesaid, or any
person specially authorized by the Finance Committee as attorney for the
Company, may make entry to foreclose any mortgage, and a Secretary, the
Treasurer or an Assistant Treasurer alone is authorized, without the necessity
of further authority, to discharge by deed or otherwise any mortgage on payment
to the Company of the principal, interest and all charges due.

SECTION 5.   The Finance Committee may fix times and places for regular
meetings.  No notice of regular meetings shall be necessary.  Reasonable notice
shall be given of special meetings but the action of a majority of the Finance
Committee at any meeting shall be valid notwithstanding any defect in the notice
of such meeting.

SECTION 6.   In the absence of specific authorization from the Board of
Directors or the Finance Committee, the Chairman of the Board, the President, a
Vice President or the Treasurer shall have the power to vote or execute proxies
for voting any shares held by the Company.

                                   ARTICLE VII

                                      Funds

SECTION 1.   All monies belonging to the Company shall be deposited to the
credit of the Company, or in such other name as the Finance Committee, the
Chairman of the Finance Committee or such executive officers as are designated
by the Board of Directors shall direct, in such bank or banks as may be
designated from time to time by the Finance Committee, the Chairman of the
Finance Committee or by such executive officers as are designated by the Board
of Directors.  Such monies shall be drawn only on checks or drafts signed by any
two executive officers of the Company, provided that the Board of Directors may
authorize the withdrawal of such monies by check or draft signed with the
facsimile signature of any one or more executive officers, and provided further,
that the Finance Committee may authorize such alternative methods of withdrawal
as it deems proper.

<PAGE>

                                      -8-

The Board of Directors, the President, the Chairman of the Finance Committee, a
Vice President, or such executive officers as are designated by the Board of
Directors may authorize withdrawal of funds by checks or drafts drawn at offices
of the Company to be signed by Managers, General Agents, or employees of the
Company, provided that all such checks or drafts shall be signed by two such
authorized persons, except checks or drafts used for the payment of claims or
losses which need to be signed by only one such authorized person, and provided
further that the Board of Directors of the Company or executive officers
designated by the Board of Directors may impose such limitations or restrictions
upon the withdrawal of such funds as it deems proper.

                                   ARTICLE VIII

                            Liability and Indemnity

SECTION 1.   No person shall be liable to the Company for any loss or damage
suffered by it on account of any action taken or omitted to be taken by him as
director or officer of the Company, or of any other company, partnership, joint
venture, trust or other enterprise for  which he serves as a director, officer
or employee at the request of the Company, in good faith, if such person (a)
exercised and used the same degree of care and skill as a prudent man would have
exercised or used under the circumstances in the conduct of his own affairs, or
(b) took or omitted to take such action in reliance upon advice of counsel for
the Company or upon statements made or information furnished by officers or
employees of the Company which he had reasonable grounds to believe to be true. 
The foregoing shall not be exclusive of other rights and defenses to which he
may be entitled as a matter of law.

SECTION 2.  The Company shall indemnify any person who was or is a party or
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, (other than one by or in the right of the Company) by reason
of the fact that he is or was a director, officer or employee of the Company, or
is or was serving at the request of the Company as a director, officer or
employee of another company, partnership, joint venture, trust or other
enterprise, against expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.  The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal action or proceeding had reasonable
cause to believe that his conduct was unlawful.

SECTION 3.   The Company shall indemnify any person who was or is a party or is
threatened to

<PAGE>

                                      -9-

be made a party to any threatened, pending or completed action, suit or
proceeding, by or in the right of the Company to procure a judgment in its
favor by reason of the fact that he is or was a director, officer or
employee of the Company, or is or was serving at the request of the Company as a
director, officer or employee of another company, partnership, joint venture,
trust or other enterprise against expenses, including attorneys' fees, actually
and reasonably incurred by him in connection with the defense or settlement of
such action or suit, if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Company, except
that no indemnification shall be made in respect of any claim, issue or matter
as to which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the Company unless and only to the
extent that the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability and in view of all
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses as such court shall deem proper.

SECTION 4.  Expenses, including attorneys' fees, incurred in defending a civil
or criminal action, suit or proceeding may be paid by the Company in advance of
the final disposition of such action, suit or proceeding, upon receipt of an
undertaking by or on behalf of the director or employee to repay such amount
unless it shall ultimately be determined that he is entitled to be indemnified
by the Company as authorized hereby.

SECTION 5.  The indemnification provided by this Article shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any statute, bylaw, agreement, vote of shareholders or of disinterested
directors or otherwise, both as to action in an official capacity and as to
action in another capacity while holding such office, and shall continue as to a
person who has ceased to be a director, officer or employee and shall inure to
the benefit of the heirs, executors and administrators of such a person.

                                   ARTICLE IX

                              Amendment of Bylaws

SECTION 1.   The Directors shall have power to adopt, amend and repeal such
bylaws as may be deemed necessary or appropriate for the management of the
property and affairs of the Company.

SECTION 2.   The stockholders at any annual or special meeting may amend or
repeal these bylaws or adopt new ones if the notice of such meeting contains a
statement of the proposed alteration, amendment, repeal or adoption of the
substance thereof.  Bylaws amended or adopted by the stockholders may be amended
or repealed by the Directors.

<PAGE>

                                      -10-

   
                                  ARTICLE X

                             Term of Existence

SECTION 1.   The term of existence of the corporation shall be perpetual.
    

This is to certify that the foregoing is a true copy of the Bylaws of ITT
Hartford Life and Annuity Insurance Company in full force and effect on this
first day of May, 1996.

Attest:


- ---------------------------------
Gregory A. Boyko
Vice President


<PAGE>


                                                                    EXHIBIT 1A11


                           HARTFORD LIFE INSURANCE COMPANY
                   ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
                DESCRIPTION OF TRANSFER AND REDEMPTION PROCEDURES AND
                   METHOD OF COMPUTING ADJUSTMENTS IN PAYMENTS AND
                          ACCOUNT VALUES UPON CONVERSION TO
                                FIXED BENEFIT POLICIES

This document sets forth, as required by Rule 6e-3(T)(b)(12)(ii), the
administrative procedures that will be followed by Hartford Life Insurance
Company and ITT Hartford Life and Annuity Insurance Company (collectively
"Hartford") in connection with the issuance of its last survivor flexible
premium variable life insurance policy (the "Policy"), the transfer of assets
held thereunder, and the redemption by Policy Owners of their interests in said
Policies.  The document also describes the method that Hartford will use in
adjusting the payments and cash values when a Policy is exchanged for a fixed
benefit insurance policy pursuant to Rule 6e-3(T)(b)(13)(v)(B).

                          TRANSFER AND REDEMPTION PROCEDURES

I.  PURCHASE AND RELATED TRANSACTIONS

    A.  PREMIUMS AND UNDERWRITING STANDARDS

    This Policy is a last survivor flexible premium variable life policy.  The
    Policies will be offered and sold pursuant to established underwriting
    standards and in accordance with state insurance laws, which prohibit
    unfair discrimination among Policy Owners, but recognize that premiums must
    be based upon factors such as age, health or occupation.

    B.  APPLICATION AND INITIAL PREMIUM PROCESSING

    Upon receipt of a completed application, Hartford will follow certain
    insurance underwriting (i.e., evaluation of risks) procedures designed to
    determine whether the applicant is insurable.  This process may involve
    such verification procedures as medical examinations and may require that
    further information be provided by the proposed Insured before a
    determination can be made.  A Policy will not be issued and consequently a
    Policy Issue Date established, until this underwriting procedure has been
    completed.

    If a premium is submitted with the Policy application, insurance coverage
    will begin immediately if the proposed Insured is insurable at a standard
    rate under a conditional receipt agreement.  Otherwise, insurance coverage
    will not begin until the Policy's Issue Date.  In either case, the Policy
    when issued will be effective from the date Hartford receives the initial
    premium at its National Service Center.


<PAGE>

    If a premium is not paid with the application, insurance coverage will
    begin and the Policy will be effective on the later of the date the
    underwriting determination is made or on the date the premium is received.

    C.  PREMIUM ALLOCATION

    In the application for a Policy, the Policy Owner can allocate the initial
    premium among the Fixed Account and various Sub-Accounts.  Hartford will
    allocate the entire premium to the Hartford Money Market Sub-Account.  At a
    later date, the value of the Policy Owner's interest in the Hartford Money
    Market Sub-Account will be allocated among the Fixed Account and the
    Sub-Accounts of Separate Account VL II in accordance with the Policy
    Owner's instructions in the application for insurance.  The Policy Owner
    may select up to five (5) Funds to allocate your premium.  An allocation to
    any one Fund must be for 10% or more, in whole percentages.

    D.  POLICY LOANS

    A Policy Owner may obtain a cash loan from Hartford, which is secured by
    the Policy.  The total Indebtedness at the time of the new loan (including
    the accrued interest on prior loans plus the currently applied for loan)
    may not exceed 90% of the Account Value.

    The amount of each loan will be transferred on a Pro Rata Basis from each
    of the Sub-Accounts (unless the Policy Owner specifies otherwise) to the
    Loan Account.  The Loan Account is a mechanism used to ensure that any
    outstanding Indebtedness remains fully secured by the policy values.

    LOAN INTEREST

    Interest will accrue daily on the Indebtedness at the Policy Loan Interest
    Rate indicated in the Policy.  The difference between the value of the Loan
    Account and the Indebtedness will be transferred on a pro rata basis from
    the Sub-Accounts to the Loan Account on each Monthly Activity Date.

    CREDITED INTEREST

    During the first ten Policy Years, any amounts in the Loan Account will be
    credited with interest at a rate equal to the Policy Loan Rate, minus 2%.
    For Policy Years 11 and beyond, except for Preferred Loans described below,
    the Loan Account will be credited with interest at a rate equal to the
    policy Loan Rate applicable to that Indebtedness, minus 1%.

    PREFERRED LOAN

    If, any time after the tenth Policy Anniversary, the Account Value exceeds
    the total of all premiums paid since issue, a Preferred Loan is available.
    The amount available for a Preferred Loan is the amount by which the
    Account Value exceeds total premiums paid.  The


<PAGE>

    amount of the Loan Account which equals a Preferred Loan will be credited
    with interest at a rate equal to the Policy Loan Rate.  The amount of
    Indebtedness that qualified as a Preferred Loan is determined on each
    Monthly Activity Date.

    LOAN REPAYMENTS

    You can repay the any part of or the entire loan at any time.

    The amount of loan repayment will be deducted from the Loan Account and
    will be allocated among the Fixed Account and Sub-Accounts in the same
    percentage as premiums are allocated.

    TERMINATION DUE TO EXCESSIVE INDEBTEDNESS

    If total Indebtedness equals or exceeds the Account Value, the Policy will
    terminate 61 days after we have mailed notice to your last known address
    and that of any assignees of record.  If sufficient loan repayment if not
    made by the end of the Grace Period, the policy will end without value.

    EFFECT OF LOANS ON ACCOUNT VALUE

    A loan, whether or not repaid, will have a permanent effect on the Account
    Value because the investment results of each Sub-Account will apply only to
    the amount remaining in such Sub-Accounts.  In addition, the rate of
    interest credited to the Fixed Account will usually be different than the
    rate credited to the Loan Account.  The longer a loan is outstanding, the
    greater the effect is likely to be.  The effect could be favorable or
    unfavorable.  If the Fixed Account and Sub-Accounts earn more than the
    annual interest rate for funds held in the Loan Account, a Policy Owner's
    Account Value will not increase as rapidly as it would have had no loan
    been made.  If the Fixed Account and Sub-Accounts earn less than the Loan
    Account, the Policy Owners Account Value will be greater than it would have
    been had no loan been made.  Also, if not repaid, the aggregate amount of
    the outstanding loan (i.e., the Indebtedness) will reduce the Death
    Proceeds and Cash Surrender Value otherwise payable.

II.  TRANSFER AMONG INVESTMENT DIVISIONS

The Separate Account currently has twenty-two Sub-Accounts, each of which
invests in shares of an open-end diversified management investment company
registered with the Commission and a Fixed Account.  At any time, the Policy
Owner may transfer value among the Funds or the Fixed Account.  We reserve the
right at a future date to limit the size of transfers and remaining balances and
to limit the number and frequency of transfers.

A transfer will take effect on the date the written request (or telephone
request) is received at Hartford unless a later date is designated in the
request for transfer.  A transfer between the Loan Accounts and the Separate
Account incident to the repayment or making of a loan under the Policy will not
be considered a transfer.  A transfer from the Money Market Fund at the end of


<PAGE>

the Right to Cancel Period or a transfer arising because of a substitution of
securities by Hartford will also not be considered a transfer.

III.  "REDEMPTION" PROCEDURES:  SURRENDER AND RELATED TRANSACTIONS

    A.  SURRENDER FOR ACCOUNT VALUE

    At any time before the death of the Insured and while the Policy is in
    force, the Policy Owner may completely surrender the Policy by written
    request.  The surrender payment from the Sub-Accounts will be made within
    seven days after Hartford receives the written request, unless payment is
    postponed pursuant to the relevant provision of the Investment Company Act
    of 1940.  The surrender payment from the Fixed Account may be postponed up
    to six months under state law.  The surrender payment will equal the Policy
    Owner's Cash Surrender Value.

    B.   BENEFIT CLAIMS

    As long as the Policy remains in force, Hartford will usually pay the Death
    Proceeds to the named Beneficiary within seven days after receipt of due
    proof of death of the Insured unless the Policy is contested.  Payment of
    the Death Proceeds may be postponed as permitted pursuant to the relevant
    provisions of the Investment Company Act of 1940 and up to six months if
    the Account Values were in the Fixed Account.

    The Death Proceeds equal the Death Benefit under the Policy less all
    outstanding loans.  The Death Benefit will be determined on the date
    Hartford receives written notice of death and is a function of the Death
    Benefit Option chosen by the Policy Owner.

    In lieu of payment of the death proceeds in a single sum, an election may
    be made to apply all or a portion of the proceeds under one of the fixed
    benefit settlement options described in the Policy or a combination of
    options.  The election may be made by the Policy Owner during the Insured's
    lifetime.  The Beneficiary may make or change an election within 90 days of
    the death of the Insured, unless the Policy Owner has made an irrevocable
    election.  The fixed benefit settlement options are subject to the
    restrictions and limitations set forth in the Policy.

    C.  POLICY LAPSE

    The Policy will terminate 61 days after a Monthly Activity Date on which
    the Cash Surrender Value  is not sufficient to cover the Monthly Deduction
    Amount.  The 61-day period is the Grace Period.  If sufficient premium is
    not paid by the end of the Grace Period, the Policy will terminate without
    value.  The Company will mail the Owner and any assignee written notice of
    the amount of premium that will be required to continue the policy in force
    at least 61 days before the end of the Grace Period.  The premiums required
    will be no greater than the amount required to pay three (3) Monthly
    Deduction Amounts as of the day the Grace Period began.  If that premium is
    not paid by the end of the Grace Period, the policy will terminate.


<PAGE>

    If the cumulative premiums, less withdrawals, are not sufficient to
    maintain the Death Benefit guarantee in effect, the lapse and Grace Period
    provisions for the Death Benefit guarantee will apply as follows:

    On every Monthly Activity Date during the Death Benefit guarantee period,
    We will compare the cumulative premiums received, less withdrawals, to the
    Cumulative Death Benefit Guarantee Premium for the Death Benefit guarantee
    period in effect.

    If the cumulative premiums received, less withdrawals, are less than the
    Cumulative Death Benefit Guarantee  Premium, the Death Benefit guarantee
    will be deemed to be in default as of that Monthly Activity Date. A Grace
    Period of 61 days from the date of default will begin.  We will mail the
    Policy Owner and any assignee written notice of the amount of premium
    required to continue the Death Benefit guarantee.

    At the end of the Grace Period under a ten-year guarantee period, the Death
    Benefit guarantee will be removed from the Policy if We have not received
    the amount of the required premium.  The Policy Owner will receive a
    written notification of the change.

    At the end of the Grace Period under the last survivor life expectancy
    guarantee period, the Death Benefit guarantee will be removed from the
    Policy if We have not received the amount of the required premium, subject
    to the following exception:  If the Policy is in the first ten Policy Years
    and the cumulative premiums received, less withdrawals, equal or exceed the
    cumulative Death Benefit guarantee premium for the ten-year period, We will
    change the Death Benefit guarantee period to ten years.  In this case, We
    will send the Policy Owner notification of:

    (a)  the ten-year period measured from the Policy Date; and

    (b)  the Annual Death Benefit Guarantee Premium for that ten-year period.

    Unless the Policy has been surrendered, the Policy may be reinstated prior
    to the Maturity Date, provided:

    (a)  the Insureds alive at the end of the Grace Period are also alive on
         the date of reinstatement;

    (b)  the Policy Owner makes the request within five years;

    (c)  satisfactory evidence of insurability is submitted;

    (d)  any Policy loan is repaid or reinstated; and

    (e)  The Policy Owner pays sufficient premium to (1) cover all Monthly
         Deduction Amounts that are due and unpaid during the Grace Period and
         (2) keep the Policy in


<PAGE>

         force for three months after the date of reinstatement.

    The Account Value on the reinstatement date will reflect:

    (a)  The Account Value at the time of termination; plus

    (b)  Net Premiums derived from premiums paid at the time of reinstatement.

    Upon reinstatement, any Indebtedness at the time of termination must be
    repaid or carried over to the reinstated Policy.

    D.  POLICY LOANS

    See "Purchase and Related Transactions," Section I. D. on page 2 of this
    Exhibit.

                       CASH ADJUSTMENT UPON EXCHANGE OF POLICY

Once the Policy is in effect, it may be exchanged during the first 24 months
after its issuance, for a non-variable last survivor life insurance policy
offered by Us or an affiliate on the life of the Insureds.  No evidence of
insurability will be required.  The new policy will have an amount at risk which
equals or is less than the amount at risk in effect on the date of exchange.
Premiums under the new policy will be based on the same risk classifications as
this Policy.

<PAGE>


                                                                     [Exhibit 2]


March 15, 1996


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

RE: SEPARATE ACCOUNT VL II ("SEPARATE ACCOUNT")
    ITT HARTFORD LIFE  AND ANNUITY INSURANCE COMPANY ("COMPANY")
    FILE NO. 33-89988

Dear Sir/Madam:

In my capacity as Associate General Counsel of the Company, I have supervised
the establishment of the Separate Account by the Board of Directors of the
Company as a separate account for assets applicable to Policies offered by the
Company pursuant to Wisconsin law.  I have participated in the preparation of
the registration statement for the Separate Account on Form S-6 under the
Securities Act of 1933 and the Investment Company Act of 1940 with respect to
the Policies.

I am of the following opinion:

1.  The Separate Account is a separate account of the Company validly existing
    pursuant to Wisconsin law and the regulations issued thereunder.

2.  The assets held in the Separate Account are not chargeable with liabilities
    arising out of any other business the Company may conduct.

3.  The Policies are legally issued and represent binding obligations of the
    Company.

In arriving at the foregoing opinion, I have made such examination of the law
and examined such records and other documents as in my opinion as are necessary
or appropriate.

I hereby consent to the filing of this opinion as an exhibit to the registration
statement under the Securities Act of 1933.

Sincerely,


/s/ Lynda Godkin


Lynda Godkin
Associate General Counsel & Secretary

<PAGE>


                                                                     [Exhibit 5]



March 1, 1996



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Dear Sirs;

This opinion is furnished in connection with the registration statement under
the Securities Act of 1933 as amended ("Securites Act"), of a certain last
survivor flexible premium variable life insurance policy (the "Policy") that
will be offered and sold by ITT Hartford Life and Annuity Insurance Company and
certain units of interest to be issued in connection with the Policy.

The hypothetical illustrations of the Policy used in this Registration Statement
accurately reflect reasonable estimates of projected performance of the Policy
under the stipulated rates of investment return, the contractual expense
deductions and guaranteed cost-of-insurance rates, and utilizing a reasonable
estimation for expected fund operating expenses.

I hereby consent to the use of this opinion as an exhibit to the Securities Act
Registration Statement on Form S-6 and to the reference to my name under the
heading "Experts" in the Prospectus included in the Securities Act Registration
Statement.

Very truly yours,


/s/ Ken A. McCullum


Ken A. McCullum, FSA, MAAA
Director Individual Life
Product Development
 

<PAGE>

                          ARTHUR ANDERSEN LLP


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

As independent public accountants, we hereby consent to the use of our 
reports (and to all references to our Firm) included in or made a part of 
this Registration Statement File No. 33-89988 for ITT Hartford Life and 
Annuity Insurance Company Separate Account VL II on Form S-6.

                                              /s/ Arthur Andersen LLP

Hartford, Connecticut
April 24, 1996





<PAGE>

               ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY


                               POWER OF ATTORNEY

                                Bruce D. Gardner
                                Joseph H. Gareau
                                 Joseph Kanarek
                                Thomas M. Marra
                                Lowndes A. Smith
                              Lizabeth H. Zlatkus

do hereby jointly and severally authorize Lynda Godkin and/or Scott K.
Richardson to sign as their agent, any Registration Statement, pre-effective
amendment, post-effective amendment and any application for exemptive relief of
the ITT Hartford Life and Annuity Insurance Company under the Securities Act of
1933 and/or the Investment Company Act of 1940.

IN WITNESS WHEREOF, the undersigned have executed this Power of Attorney for
the purpose herein set forth.

   /s/ Bruce D. Gardner                      Dated: 10/19/95 
   ------------------------------                   --------
       Bruce D. Gardner 

   /s/ Joseph H. Gareau                      Dated: 10/19/95
   ------------------------------                   --------
       Joseph H. Gareau

   /s/ Joseph Kanarek                        Dated: 10/19/95 
   ------------------------------                   --------
       Joseph Kanarek  

   /s/ Thomas M. Marra                       Dated: 10/19/95
   ------------------------------                   --------
       Thomas M. Marra

   /s/ Lowndes A. Smith                      Dated: 10/19/95
   ------------------------------                   --------
       Lowndes A. Smith 

   /s/ Lizabeth H. Zlatkus                   Dated: 10/19/95
   ------------------------------                   --------
       Lizabeth H. Zlatkus





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