Hartford Life & Annuity Ins Co Separate Account Five – ‘S-6EL24/A’ on 11/26/96

On:  Tuesday, 11/26/96, at 1:47pm ET   ·   Accession #:  912057-96-27620   ·   File #:  333-00259   ·   Correction:  This Filing’s “Filed as of” Date was Corrected and “Changed as of” 9/24/99 by the SEC on 4/2/04. ®

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Pre-Effective Amendment to Registration Statement of a Unit Investment Trust   —   Form S-6
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-6EL24/A   Pre-Effective Amendment to Registration Statement     72    421K 
                          of a Unit Investment Trust                             
 2: EX-6        Opinion re: Discount on Capital Shares                 1      5K 

S-6EL24/A   —   Pre-Effective Amendment to Registration Statement of a Unit Investment Trust
Document Table of Contents

S-6EL24/A
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SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C.

PRE-EFFECTIVE AMENDMENT NO. 2 
TO FORM S-6   

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

A. Exact name of trust:  Separate Account Five                                  

B. Name of depositor:  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 address of agent for service:                                       

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

E. Title and amount of securities being registered:                             

Modified single premium variable life insurance contracts.                

Pursuant to Rule 24f-2 under the Investment Company Act of 1940, the      
Registrant has registered an indefinite amount of securities.             

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

Not yet determined.                                                       

G. Amount of filing fee:  Paid                                                  

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

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

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

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RECONCILIATION AND TIE BETWEEN
FORM N-8B AND PROSPECTUS  

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

1.                  Cover page                                                  

2.                  Cover page                                                  

3.                  Not applicable                                              

4.                  The Company; Distribution of the Contracts                  

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

6.                  The Separate Account - General                              

7.                  Not required by Form S-6                                    

8.                  Not required by Form S-6                                    

9.                  Legal Proceedings                                           

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

11.                 Summary; The Separate Account - Portfolios                  

12.                 Summary;  The Separate Account - Portfolios                 

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

14.                 The Contract - Application for a Contract                   

15.                 The Contract - Allocation of Premium                        

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

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

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

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

19.                 Other Matters - Statement to Contract Owners                

20.                 Not applicable                                              

21.                 Contract Benefits and Rights - Contract Loans               

22.                 Not applicable                                              

23.                 Safekeeping of Separate Account Assets                      

24.                 Other Matters - Assignment                                  

25.                 The Company                                                 

26.                 Not applicable                                              

27.                 The Company                                                 

28.                 The Company                                                 

29.                 The Company                                                 

30.                 Not applicable                                              

31.                 Not applicable                                              

32.                 Not applicable                                              

33.                 Not applicable                                              

34.                 Not applicable                                              

35.                 Distribution of Contracts                                   

36.                 Not required by Form S-6                                    

37.                 Not applicable                                              

38.                 Distribution of the Contracts                               

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

39.                 The Company;  Distribution of the Contracts                 

40.                 Not applicable                                              

41.                 The Company;  Distribution of the Contracts                 

42.                 Not applicable                                              

43.                 Not applicable                                              

44.                 The Contract - Allocation of Premium                        

45.                 Not applicable                                              

46.                 Contract Benefits and Rights - Account Value                

47.                 The Separate Account - Portfolio                            

48.                 Cover Page;  The Company                                    

49.                 Not applicable                                              

50.                 The Separate Account - General                              

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

52.                 The Separate Account - Portfolios, Investment Adviser       

53.                 Federal Tax Considerations                                  

54.                 Not applicable                                              

55.                 Not applicable                                              

56.                 Not required by Form S-6                                    

57.                 Not required by Form S-6                                    

58.                 Not required by Form S-6                                    

59.                 Not required by Form S-6                                    

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ITT HARTFORD LIFE AND                                                 
ANNUITY INSURANCE COMPANY                                             
P.O. Box 2999                                                         
Hartford, CT 06104-2999                                               
Telephone (800) 243-5433                                              
SELECT DIMENSIONS LIFE                                                
Modified Single Premium                                               
Variable Life Insurance Contracts                                     

[LOGO]                                                                  

  This  prospectus describes Select Dimensions Life, a modified single premium
variable life insurance  contract ("Contract" or  "Contracts") offered by  ITT
Hartford Life and Annuity Insurance Company ("ITT Hartford") to applicants age
90  and under. The Contract lets the  Contract Owner pay a single premium, and
subject to restrictions, additional premiums.                                 

  The Contract  is  a  modified  endowment contract  for  federal  income  tax
purposes,   except   in   certain   cases   described   under   "Federal   Tax
Considerations," page   . A LOAN, DISTRIBUTION OR OTHER AMOUNT RECEIVED FROM A
MODIFIED ENDOWMENT CONTRACT DURING  THE LIFE OF THE  INSURED WILL BE TAXED  TO
THE  EXTENT OF ANY  ACCUMULATED INCOME IN  THE CONTRACT. ANY  AMOUNTS THAT ARE
TAXABLE WITHDRAWALS WILL  BE SUBJECT  TO A  10% ADDITIONAL  TAX, WITH  CERTAIN
EXCEPTIONS.                                                                   

  Generally,  the minimum initial premium ITT Hartford will accept is $10,000.
The initial premium will be allocated to the Money Market Portfolio. After the
Right  to  Cancel  Period  has  expired,  the  amount  so  allocated  will  be
transferred  to the Portfolios specified  in the Contract Owner's application.
The following  underlying investment  portfolios  ("Portfolios") of  the  Dean
Witter  Select Dimensions Investment Series are available under the Contracts:
the  Money  Market  Portfolio,   the  North  American  Government   Securities
Portfolio,  the  Diversified  Income Portfolio,  the  Balanced  Portfolio, the
Utilities Portfolio,  the Dividend  Growth Portfolio,  the Value-Added  Market
Portfolio, the Core Equity Portfolio, the American Value Portfolio, the Global
Equity  Portfolio, the Developing  Growth Portfolio, and  the Emerging Markets
Portfolio.                                                                    

  There is no  guaranteed minimum Account  Value for a  Contract. The  Account
Value  of a Contract will vary up or down to reflect the investment experience
of the Portfolios to  which premiums have been  allocated. The Contract  Owner
bears the investment risk for all amounts so allocated. The Contract continues
in  effect while  the Cash  Surrender Value is  sufficient to  pay the monthly
charges under the Contract ("Deduction Amount"). The contract may terminate if
the cash surrender  value is  insufficient to  cover a  Deduction Amount,  and
after  expiration of  a specified period,  no additional  premium payments are
made.                                                                         

  The Contracts provide for a Face Amount, which is the minimum death  benefit
under  the Contract. The  death benefit ("Death Benefit")  may be greater than
the Face Amount. The Account Value  will, and under certain circumstances  the
Death  Benefit  of  the  Contract  may,  increase  or  decrease  based  on the
investment experience of the Portfolios to which premiums have been allocated.
However, while the Contract is in force, the Death Benefit will never be  less
than  the Face  Amount. At  the death of  the Insured,  we will  pay the death
proceeds ("Death Proceeds") to the  beneficiary. The Death Proceeds equal  the
Death Benefit less any Indebtedness under the Contract.                       
------------------------------------------------------------------------------

IT  MAY  NOT  BE  ADVANTAGEOUS  TO  PURCHASE  VARIABLE  LIFE  INSURANCE  AS  A
REPLACEMENT FOR YOUR CURRENT LIFE INSURANCE  OR IF YOU ALREADY OWN A  VARIABLE
LIFE INSURANCE CONTRACT.                                                      
------------------------------------------------------------------------------

THIS  PROSPECTUS IS VALID  ONLY IF ACCOMPANIED BY  THE CURRENT PROSPECTUSES OF
THE APPLICABLE ELIGIBLE PORTFOLIOS WHICH  CONTAIN A FULL DESCRIPTION OF  THOSE
PORTFOLIOS. ALL PROSPECTUSES SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE.
------------------------------------------------------------------------------
------------------------------------------------------------------------------
THESE  SECURITIES HAVE NOT BEEN APPROVED  OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE  SECURITIES
AND  EXCHANGE COMMISSION  OR ANY STATE  SECURITIES COMMISSION  PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.                                                           
------------------------------------------------------------------------------
------------------------------------------------------------------------------
THE PRODUCTS DESCRIBED HEREIN ARE NOT DEPOSITS OF, OR GUARANTEED BY ANY  BANK,
NOR ARE THEY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL
RESERVE  BOARD  OR ANY  OTHER  AGENCY, AND  ARE  SUBJECT TO  INVESTMENT RISKS,
INCLUDING THE POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED.                 
------------------------------------------------------------------------------

The date of this Prospectus is                    .                           
------------------------------------------------------------------------------

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SPECIAL TERMS 

    As used in this Prospectus, the following terms have the indicated meanings:

ACCOUNT  VALUE: The current  value of Accumulation  Units plus the  value of the
Loan Account under the Contract.                                                

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

ANNUAL  WITHDRAWAL AMOUNT: The amount of  a surrender or partial withdrawal that
is not  subject to  the contingent  deferred sales  charge. This  amount in  any
Contract  year is the greater of 10%  of premiums or 100% of cumulative earnings
(Account Value less premiums paid).                                             

CASH SURRENDER  VALUE: The  Account  Value less  any contingent  deferred  sales
charge and additional premium tax charge and all Indebtedness.                  

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

CONTRACT ANNIVERSARY: The yearly anniversary of the Contract Date.              

CONTRACT  DATE: A date not  later than three business  days after receipt of the
initial premium at ITT Hartford 's Home Office.                                 

CONTRACT OWNER: The person having rights  to benefits under the Contract  during
the lifetime of the Insured; the Contract Owner may or may not be the Insured.  

CONTRACT YEARS: Annual periods computed from the Contract Date.                 

COVERAGE AMOUNT: The Death Benefit less the Account Value.                      

DEATH  BENEFIT: The greater of (1) the  Face Amount specified in the Contract or
(2) the Account Value on the date of death multiplied by a stated percentage  as
specified in the Contract.                                                      

DEATH  PROCEEDS: The amount that  we will pay on the  death of the Insured. This
equals the Death Benefit less any Indebtedness.                                 

DEDUCTION AMOUNT: A deduction on the Contract Date and on each Monthly  Activity
Date  for the cost of insurance, a tax expense charge, an administrative charge,
and a mortality and expense risk charge.                                        

FACE AMOUNT: On the Contract Date, the  initial Face Amount is the amount  shown
on the Contract's Specifications page. Thereafter, the Face Amount is reduced by
any partial withdrawals.                                                        

FUND: Dean Witter Select Dimensions Investment Series.                          

GUIDELINE  SINGLE PREMIUM: The "Guideline Single  Premium" as defined in Section
7702 of the Code.                                                               

HOME OFFICE: Currently located at  200 Hopmeadow Street, Simsbury,  Connecticut;
however, the mailing address is P.O. Box 2999, Hartford, Connecticut 06104-2999.

INDEBTEDNESS:  All  monies owed  to ITT  Hartford by  the Contract  Owner. These
monies include all outstanding loans on the Contract, including any interest due
or accrued Deduction Amount or Annual Maintenance Fee.                          

INSURED: The person on whose life the Contract is issued.                       

LOAN ACCOUNT: An account in ITT Hartford 's General Account, established for any
amounts transferred from the Sub-Accounts for requested loans. The Loan  Account
credits  a fixed  rate of  interest of  4% per  annum that  is not  based on the
investment experience of the Separate Account.                                  

MONTHLY ACTIVITY DATE: The day  of each month on  which the Deduction Amount  is
deducted from the Account Value of the Contract. Monthly Activity Dates occur on
the same day of the month as the Contract Date.                                 

PORTFOLIOS:  Currently,  the portfolios  of  the Dean  Witter  Select Dimensions
Investment Series described on page 8 of this Prospectus.                       

PREFERRED LOAN:  The amount  of  the Loan  Account  that equals  the  difference
between the Account Value and the total of all premiums paid under the Contract.

SEPARATE  ACCOUNT: Separate Account Five, an account established by ITT Hartford
to separate the assets funding the Contracts from other assets of ITT Hartford. 

SUB-ACCOUNT: The  subdivisions  of  the  Separate Account  used  to  allocate  a
Contract Owner's Account Value, less Indebtedness, among the Portfolios.        

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.                                                                 

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TABLE OF CONTENTS 

                                                                [Download Table]

                                                                          PAGE
                                                                              
SPECIAL TERMS...........................................................    2 
SUMMARY.................................................................    5 
THE COMPANY.............................................................    7 
THE SEPARATE ACCOUNT....................................................    8 
  General...............................................................    8 
  Portfolios............................................................    8 
  Investment Adviser....................................................   10 
THE CONTRACT............................................................   11 
  Application for a Contract............................................   11 
  Premiums..............................................................   11 
  Allocation of Premiums................................................   11 
  Accumulation Unit Values..............................................   12 
DEDUCTIONS AND CHARGES..................................................   12 
  Monthly Deductions....................................................   12 
  Annual Maintenance Fee................................................   13 
  Taxes Charged Against the Separate Account............................   14 
  Charges Against the Portfolios........................................   14 
  Contingent Deferred Sales Charge......................................   14 
  Premium Tax Charge....................................................   14 
CONTRACT BENEFITS AND RIGHTS............................................   14 
  Death Benefit.........................................................   14 
  Account Value.........................................................   15 
  Transfer of Account Value.............................................   15 
  Contract Loans........................................................   16 
  Amount Payable on Surrender of the Contract...........................   16 
  Partial Withdrawals...................................................   17 
  Benefits at Maturity..................................................   17 
  Lapse and Reinstatement...............................................   17 
  Cancellation and Exchange Rights......................................   17 
  Suspension of Valuation, Payments and Transfers.......................   18 
LAST SURVIVOR CONTRACTS.................................................   18 
OTHER MATTERS...........................................................   18 
  Voting Rights.........................................................   18 
  Statements to Contract Owners.........................................   19 
  Limit on Right to Contest.............................................   19 
  Misstatement as to Age and Sex........................................   19 
  Payment Options.......................................................   19 
  Beneficiary...........................................................   21 
  Assignment............................................................   21 
  Dividends.............................................................   21 
EXECUTIVE OFFICERS AND DIRECTORS........................................   22 
DISTRIBUTION OF THE CONTRACTS...........................................   24 
SAFEKEEPING OF THE SEPARATE ACCOUNT'S ASSETS............................   24 
FEDERAL TAX CONSIDERATIONS..............................................   24 
  General...............................................................   24 
  Taxation of ITT Hartford and the Separate Account.....................   25 
  Income Taxation of Contract Benefits..................................   25 
  Last Survivor Contracts...............................................   25 
  Modified Endowment Contracts..........................................   25 
  Estate and Generation Skipping Taxes..................................   26 
  Diversification Requirements..........................................   26 
  Ownership of the Assets in the Separate Account.......................   26 
  Life Insurance Purchased for Use in Split Dollar Arrangements.........   27 
  Federal Income Tax Withholding........................................   27 

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                                                                [Download Table]
                                                                             
  Non-Individual Ownership of Contracts.................................   27
  Other.................................................................   27
  Life Insurance Purchases by Nonresident Aliens and Foreign                 
   Corporation..........................................................   27
LEGAL PROCEEDINGS.......................................................   28
LEGAL MATTERS...........................................................   28
EXPERTS.................................................................   28
REGISTRATION STATEMENT..................................................   28
APPENDIX A..............................................................   29

THE CONTRACTS MAY NOT BE AVAILABLE IN ALL STATES. 

    THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH  OFFERING MAY NOT BE LAWFULLY MADE. NO DEALER OR OTHER PERSON IS AUTHORIZED
TO GIVE ANY  INFORMATION OR  MAKE ANY  REPRESENTATIONS IN  CONNECTION WITH  THIS
OFFERING  OTHER THAN THOSE CONTAINED  IN THIS PROSPECTUS AND,  IF GIVEN OR MADE,
SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED ON.                

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SUMMARY 

THE CONTRACT                                                                    

    The Contracts are life insurance contracts with death benefits, cash values,
and  other traditional  life insurance  features. The  Contracts are "variable."
Unlike the fixed benefits  of ordinary whole life  insurance, the Account  Value
will,  and the Death Benefit  may, increase or decrease  based on the investment
experience of  the  Portfolios  to  which  premiums  have  been  allocated.  The
Contracts  are  credited with  units  ("Accumulation Units")  to  calculate cash
values. The Contract Owner may transfer the cash values among the Portfolios.   

    The Contracts can be issued on a single life or "last survivor" basis. For a
discussion of how last survivor  Contracts operate differently from single  life
Contracts, see "Last Survivor Contracts," page 18.                              

THE SEPARATE ACCOUNT AND THE PORTFOLIOS                                         

    Separate Account Five ("Separate Account") funds the variable life insurance
Contracts  offered  by this  prospectus. ITT  Hartford established  the Separate
Account pursuant to Wisconsin insurance law  and organized as a unit  investment
trust  registered  under  the  Investment Company  Act  of  1940.  The Contracts
currently offer twelve sub-accounts ("Sub-Accounts"), each investing exclusively
in a Portfolio. If  an initial premium  is submitted with  an application for  a
Contract,  it will be  allocated, within three  business days of  receipt at ITT
Hartford's Home Office, to the Money  Market Portfolio. After the expiration  of
the  Right to Cancel  Period, the values  in the Money  Market Portfolio will be
allocated to one or more of the Portfolios as specified in the Contract  Owner's
application. See "The Contract -- Allocation of Premiums," page 11.             

    Currently,  the Portfolios of  the Dean Witter  Select Dimensions Investment
Series available under the Contracts are: the Money Market Portfolio, the  North
American  Government Securities Portfolio, the Diversified Income Portfolio, the
Balanced Portfolio, the Utilities Portfolio, the Dividend Growth Portfolio,  the
Value-Added  Market  Portfolio, the  Core Equity  Portfolio, the  American Value
Portfolio, the Global Equity Portfolio, the Developing Growth Portfolio, and the
Emerging Markets  Portfolio.  Applicants  should read  the  prospectus  for  the
Portfolios  accompanying this  prospectus in connection  with the  purchase of a
Contract. The investment objectives of the  Portfolios are as set forth in  "The
Separate Account," page 8.                                                      

    The  investment adviser for  all the Portfolios  is Dean Witter InterCapital
Inc. Dean Witter InterCapital Inc. retains a sub-investment adviser with respect
to some of the Portfolios. See "The Separate Account,"                          
page 8.                                                                         

    In 1994 and 1995, the investment adviser has agreed to waive the  management
fee  and to reimburse the Fund for  all other expenses, except for any brokerage
fees and a portion  of organizational expenses. For  the period January 1,  1996
through  December 31,  1996, the investment  adviser will continue  to waive the
management fee and to reimburse the operating expenses to the extent they exceed
0.50% of daily net assets of the Portfolio or until such time as the  respective
Portfolio  has $50 million  of net assets,  whichever comes first.  There are no
12b-1 fees assessed against the underlying Portfolios. See the "The Fund and its
Management" within the Fund  Prospectus for a complete  description of the  fees
that  are payable  for fund  operating expenses  and the  conditions of  the fee
waiver.                                                                         

PREMIUMS                                                                        

    The Contract permits the Contract Owner  to pay a large single premium,  and
subject  to restrictions, additional  premiums. The Contract  Owner may choose a
minimum initial premium  of 80%,  90% or 100%  of the  Guideline Single  Premium
(based  on the Face Amount). Under current underwriting rules, which are subject
to change, Applicants between the ages of  45 and 80 who pay an initial  premium
of 100% of the Guideline Single Premium are eligible for simplified underwriting
without  a medical examination if they meet simplified underwriting standards as
evidenced in their responses in the application. For Contract Owners who pay  an
initial  premium of 80% or 90% of the  Guideline Single Premium or who are below
age 45 or above age 80,  standard underwriting applies, except that  substandard
underwriting  applies  only  in  those cases  that  represent  substandard risks
according to customary underwriting guidelines. Additional premiums are  allowed
if  they do  not cause the  Contract to  fail to meet  the definition  of a life
insurance contract under  Section 7702  of the  Code. ITT  Hartford may  require
evidence  of  insurability  for  any  additional  premiums  which  increase  the

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Coverage Amount. Generally, the minimum initial premium ITT Hartford will accept
is  $10,000.  ITT  Hartford   may  accept  less   than  $10,000  under   certain
circumstances.  No  premium  will  be  accepted  which  does  not  meet  the tax
qualification guidelines for life insurance under the Code.                     

DEDUCTIONS AND CHARGES                                                          

    On the Contract Date  and on each Monthly  Activity Date, ITT Hartford  will
deduct  a Deduction Amount from the Account  Value. The Deduction Amount will be
made pro  rata respecting  each Sub-Account  attributable to  the Contract.  The
Deduction  Amount  includes  a cost  of  insurance charge,  tax  expense charge,
administrative charge, and a mortality and expense risk charge. The monthly cost
of insurance charge is to cover  ITT Hartford's anticipated mortality costs.  In
addition,  ITT Hartford will deduct monthly from the Account Value a tax expense
charge equal to an annual rate of  0.40% for the first ten Contract Years.  This
charge  compensates ITT Hartford for premium taxes imposed by various states and
local jurisdictions and for federal taxes imposed under Section 848 of the Code.
The charge includes a premium tax deduction of 0.25% and a federal tax deduction
of 0.15%. The premium tax deduction represents an average premium tax of 2.5% of
premiums over  ten  years. ITT  Hartford  will  deduct from  the  Account  Value
attributable to the Separate Account a monthly administrative charge equal to an
annual  rate of 0.40%.  This charge compensates  ITT Hartford for administrative
expenses incurred  in  the  administration  of  the  Separate  Account  and  the
Contracts.  ITT Hartford will also deduct from the Account Value attributable to
the Separate Account a monthly charge equal  to an annual rate of 0.90% for  the
mortality  risks  and expense  risks  ITT Hartford  assumes  in relation  to the
variable portion of the Contracts. If the Cash Surrender Value is not sufficient
to cover a Deduction Amount  due on any Monthly  Activity Date the Contract  may
lapse. See "Deductions and Charges -- Monthly Deductions," page 12 and "Contract
Benefits and Rights -- Lapse and Reinstatement," page 17.                       

    If  the Account Value  on a Contract  Anniversary is less  than $50,000, ITT
Hartford will deduct on  such date an  Annual Maintenance Fee  of $30. This  fee
will help reimburse ITT Hartford for administrative and maintenance costs of the
Contracts. See "Deductions and Charges -- Annual Maintenance Fee," page 13.     

    ITT  Hartford may set up a provision  for income taxes against the assets of
the Separate  Account.  See  "Deductions  and Charges  --  Charges  Against  The
Separate Account," page 14 and "Federal Tax Considerations," page 24.           

    Applicants should review the prospectuses for the Portfolios which accompany
this  prospectus for a description of the charges assessed against the assets of
the Portfolios.                                                                 

    Upon surrender of  the Contract  and partial  withdrawals in  excess of  the
Annual Withdrawal Amount, a contingent deferred sales charge may be assessed. In
Contract  Years 1 through  3, this charge  is 7.5% of  surrendered Account Value
attributable to premiums paid. In Contract Years 4 through 5, this charge is 6%.
In Contract Years 6 through 7, this charge is 4%. In Contract Years 8 through 9,
this charge  is  2%. After  the  9th Contract  Year,  there is  no  charge.  The
contingent  deferred sales  charge is  imposed to cover  a portion  of the sales
expense incurred by  ITT Hartford  in distributing the  Contracts. This  expense
includes  agents commissions, advertising and  the printing of prospectuses. See
"Deductions and Charges -- Contingent Deferred Sales Charge," page 14.          

    During the first nine Contract Years, an additional premium tax charge  will
be  imposed on surrender or partial  withdrawals. See "Deductions and Charges --
Additional Premium Tax Charges," page 14.                                       

    For a discussion of the tax consequences  of surrender of the Contract or  a
partial withdrawal, see "Federal Tax Considerations," page 24.                  

DEATH BENEFIT                                                                   

    The  Contracts provide for a Face Amount  which is the minimum Death Benefit
under the Contract. The Death  Benefit may be greater  than the Face Amount.  At
the death of the Insured, we will pay the Death Proceeds to the beneficiary. The
Death Proceeds equal the Death Benefit less any Indebtedness under the Contract.
See "Contract Benefits and Rights -- Death Benefit," page 14.                   

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ACCOUNT VALUE                                                                   

    The  Account Value of the Contract will  increase or decrease to reflect the
investment  experience  of  the  Portfolios  applicable  to  the  Contract   and
deductions  for the  monthly Deduction  Amount. There  is no  minimum guaranteed
Account Value and the  Contract Owner bears  the risk of  the investment in  the
Portfolios. See "Contract Benefits and Rights -- Account Value," page 15.       

CONTRACT LOANS                                                                  

    A  Contract Owner may obtain one or both of two types of cash loans from ITT
Hartford. Both types of loans are secured by the Contract. At the time a loan is
requested, the aggregate amount  of all loans  (including the currently  applied
for  loan) may not  exceed 90% of the  difference of the  Account Value less any
contingent deferred  sales  charge and  due  and unpaid  Deduction  Amount.  See
"Contract Benefits and Rights -- Contract Loans," page 16.                      

LAPSE                                                                           

    Under  certain circumstances a Contract may  terminate if the Cash Surrender
Value on any Monthly Activity Date  is less than the required Monthly  Deduction
Amount. ITT Hartford will give written notice to the Contract Owner and a 61 day
grace  period  during  which additional  amounts  may  be paid  to  continue the
Contract. See "Contract  Benefits and  Rights --  Contract Loans,"  page 16  and
"Lapse and Reinstatement," page 17.                                             

CANCELLATION AND EXCHANGE RIGHTS                                                

    An  applicant  has  a  limited  right to  return  his  or  her  Contract for
cancellation. If the applicant returns the  Contract, by mail or hand  delivery,
to ITT Hartford or to the agent who sold the Contract, to be cancelled within 10
days  after delivery of  the Contract to  the applicant (in  certain cases, this
free-look period is longer), ITT Hartford will return to the applicant within  7
days  thereafter the greater of the premiums paid for the Contract or the sum of
(1) the Account  Value on  the date  the returned  Contract is  received by  ITT
Hartford or its agent and (2) any deductions under Contract or by the Portfolios
for taxes, charges or fees.                                                     

    In  addition, once the Contract is in  effect it may be exchanged during the
first 24 months after  its issuance for a  permanent life insurance contract  on
the  life of the Insured without submitting proof of insurability. See "Contract
Benefits and Rights -- Cancellation and Exchange Rights," page 17.              

TAX CONSEQUENCES                                                                

    The current Federal tax  law generally excludes  all death benefit  payments
from  the gross income of the Contract beneficiary. The Contracts generally will
be treated as  modified endowment  contracts. This  status does  not affect  the
Contracts' classification as life insurance, nor does it affect the exclusion of
death benefit payments from gross income. HOWEVER, LOANS, DISTRIBUTIONS OR OTHER
AMOUNTS  RECEIVED UNDER A MODIFIED ENDOWMENT CONTRACT ARE TAXED TO THE EXTENT OF
ACCUMULATED INCOME IN THE CONTRACT (GENERALLY, THE EXCESS OF ACCOUNT VALUE  OVER
PREMIUMS  PAID)  AND MAY  BE  SUBJECT TO  A 10%  PENALTY  TAX. SEE  "FEDERAL TAX
CONSIDERATIONS," PAGE 24.                                                       

THE COMPANY 

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

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

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

THE SEPARATE ACCOUNT

GENERAL                                                                         

    Separate  Account Five  ("Separate Account")  is a  separate account  of ITT
Hartford established on August  17, 1994 pursuant to  the insurance laws of  the
State  of Connecticut and  organized as a unit  investment trust registered with
the Securities and Exchange Commission under the Investment Company Act of 1940.
The Separate Account meets  the definition of  "separate account" under  federal
securities  law. Under Connecticut  law, the assets of  the Separate Account are
held exclusively for  the benefit  of Contract  Owners and  persons entitled  to
payments  under  the Contracts.  The  assets for  the  Separate Account  are not
chargeable with liabilities arising out of any other business which ITT Hartford
may conduct.                                                                    

PORTFOLIOS                                                                      

    The underlying investment for  the Contracts are shares  of the Dean  Witter
Select  Dimensions Investment Series, an  open-end diversified series investment
company with multiple portfolios ("Portfolios"). The assets of each  Sub-Account
of  the Separate Account  are invested exclusively  in one of  the Portfolios. A
Contract Owner  may  allocate premiums  among  the Portfolios.  Contract  Owners
should  review the following brief descriptions  of the investment objectives of
the Portfolios in connection  with that allocation. There  is no assurance  that
any  of the Portfolios  will achieve its stated  objectives. Contract Owners are
also advised  to  read  the  prospectus for  the  Portfolios  accompanying  this
prospectus for more detailed information.                                       

MONEY MARKET PORTFOLIO                                                          

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

NORTH AMERICAN GOVERNMENT SECURITIES PORTFOLIO                                  

    Seeks to earn a  high level of current  income while maintaining  relatively
low  volatility  of  principal,  by  investing  primarily  in  investment  grade
fixed-income securities issued or  guaranteed by the  U.S., Canadian or  Mexican
governments.                                                                    

DIVERSIFIED INCOME PORTFOLIO                                                    

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

BALANCED PORTFOLIO                                                              

    Seeks  to  achieve high  total return  through a  combination of  income and
capital appreciation, by investing in  a diversified portfolio of common  stocks
and investment grade fixed-income securities.                                   

UTILITIES PORTFOLIO                                                             

    Seeks  to provide current income and  long-term growth of income and capital
by investing in equity  and fixed-income securities of  companies in the  public
utilities industry.                                                             

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DIVIDEND GROWTH PORTFOLIO                                                       

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

VALUE-ADDED MARKET PORTFOLIO                                                    

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

CORE EQUITY PORTFOLIO                                                           

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

AMERICAN VALUE PORTFOLIO                                                        

    Seeks  long-term  capital  growth  consistent  with  an  effort  to   reduce
volatility,  by investing principally in common stock of companies in industries
which, at the  time of the  investment, are  believed to be  undervalued in  the
marketplace.                                                                    

GLOBAL EQUITY PORTFOLIO                                                         

    Seeks a high level of total return on its assets primarily through long-term
capital  growth, and to a lesser extent, from income, through investments in all
types of  common stocks  and  equivalents (such  as convertible  securities  and
warrants),  preferred stocks and  bonds, and other  debt obligations of domestic
and foreign companies, governments, and international organizations.            

DEVELOPING GROWTH PORTFOLIO                                                     

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

EMERGING MARKETS PORTFOLIO                                                      

    Seeks  long-term  capital  appreciation  by  investing  primarily  in equity
securities of  companies  in emerging  market  countries. The  Emerging  Markets
Portfolio  may invest up  to 35% of  its total assets  in high risk fixed-income
securities that  are  rated below  investment  grade or  are  unrated  (commonly
referred  to as "junk bonds"). See the special considerations for investments in
high yield securities disclosed in the Fund prospectus.                         

    The Fund is organized as a  Massachusetts business trust and is an  open-end
diversified  management investment  company with  multiple portfolios  under the
Investment Company  Act of  1940. Each  Portfolio  of the  Fund is  managed  for
investment  purposes as if it  were a separate fund  issuing a separate class of
shares. Shares of the  Fund are offered to  the Separate Account established  by
ITT  Hartford  or  one of  its  affiliated  companies specifically  to  fund the
Contracts and  certain  flexible  premium deferred  variable  annuity  contracts
issued  by ITT Hartford or one of  its affiliates as permitted by the Investment
Company Act of 1940.                                                            

    The Portfolios are managed in  styles similar to other investment  companies
whose  shares are  generally offered  to the  public which  are managed  by Dean
Witter InterCapital Inc., the  Investment Manager, or  by TCW Funds  Management,
Inc.,  the Sub-Adviser  to certain  of the  Portfolios. The  portfolios of these
other investment companies may,  however, employ different investment  practices
and  may invest  in securities different  from those in  which their counterpart
Portfolios invest,  and  consequently  will not  have  identical  portfolios  or
experience identical investment results.                                        

    The  Portfolios are available only to serve as the underlying investment for
variable annuity  and  variable  life  contracts.  A  full  description  of  the
Portfolios,  their  investment  objectives,  policies  and  restrictions, risks,

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charges and expenses and  other aspects of their  operation is contained in  the
accompanying  Fund  Prospectus which  should be  read  in conjunction  with this
Prospectus before investing, and in the Fund Statement of Additional Information
which  may  be  ordered  without  charge  from  Dean  Witter  Select  Dimensions
Investment Series.                                                              

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

    All  investment income of and other distributions to each Sub-Account of the
Separate Account arising from the applicable Portfolio are reinvested in  shares
of  that Portfolio  at net asset  value. The  income and both  realized gains or
losses on the assets of each  Sub-Account of the Separate Account are  therefore
separate  and are credited to or  charged against the Sub-Account without regard
to income, gains or losses from any other Sub-Account or from any other business
of ITT  Hartford.  ITT  Hartford  will purchase  shares  in  the  Portfolios  in
connection  with premiums allocated to  the applicable Sub-Account in accordance
with Contract Owners directions and will redeem shares in the Portfolios to meet
Contract obligations or make adjustments in reserves, if any. The Portfolios are
required to  redeem Portfolio  shares at  net asset  value and  to make  payment
within seven days.                                                              

    ITT  Hartford reserves the right, subject to compliance with the law as then
in effect,  to make  additions  to, deletions  from,  or substitutions  for  the
Separate Account and its Sub-Accounts which fund the Contracts. If shares of any
of  the Portfolios should no  longer be available for  investment, or if, in the
judgment of  ITT Hartford's  management,  further investment  in shares  of  any
Portfolio  should become inappropriate in view of the purposes of the Contracts,
ITT Hartford  may substitute  shares  of another  Portfolio for  shares  already
purchased,   or  to  be  purchased  in  the  future,  under  the  Contracts.  No
substitution of securities  will take  place without  notice to  and consent  of
Contract  Owners  and  without prior  approval  of the  Securities  and Exchange
Commission to the extent required by the Investment Company Act of 1940. Subject
to Contract Owner  approval, ITT  Hartford also reserves  the right  to end  the
registration under the Investment Company Act of 1940 of the Separate Account or
any  other separate  accounts of which  it is  the depositor which  may fund the
Contracts.                                                                      

    Each Portfolio  is  subject to  investment  restrictions which  may  not  be
changed  without the approval of a majority of the shareholders of the Fund. See
the accompanying prospectus for the Fund.                                       

INVESTMENT ADVISER                                                              

    Dean Witter InterCapital Inc. ("InterCapital" or the "Investment  Manager"),
a  Delaware Corporation, whose address is Two  World Trade Center, New York, New
York 10048, is the Fund's Investment Manager. The Investment Manager, which  was
incorporated  in  July,  1992,  is a  wholly-owned  subsidiary  of  Dean Witter,
Discover & Co., ("DWDC"), a balanced financial services organization providing a
broad range of nationally marketed credit and investment products.              

    The Fund  has  retained the  Investment  Manager to  provide  administrative
services,  manage its business  affairs and manage the  investment of the Fund's
assets, including the placing of orders for the purchase and sales of  portfolio
securities.  InterCapital has retained its  wholly-owned subsidiary, Dean Witter
Services Company Inc., to perform the aforementioned administrative services for
the Portfolios. For its services, each  Portfolio pays the Investment Manager  a
monthly   fee.  See  the  accompanying  Fund  Prospectus  for  a  more  complete
description of the Investment Manager and the respective fees of the Portfolios.

    With regard  to  the North  American  Government Securities  Portfolio,  the
Balanced   Portfolio,  the  Core  Equity  Portfolio  and  the  Emerging  Markets
Portfolio, under a  Sub-Advisory Agreement  between TCW  Funds Management,  Inc.
(the  "Sub-Adviser") and the Investment  Manager, the Sub-Adviser provides these
Portfolios with investment advice and portfolio management, in each case subject
to the overall supervision of the Investment Manager. The Sub-Adviser's  address
is 865 South Figueroa Street, Suite 1800, Los Angeles, California 90017.        

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THE CONTRACT

APPLICATION FOR A CONTRACT                                                      

    Individuals wishing to purchase a Contract must submit an application to ITT
Hartford.  A Contract will  be issued only on  the lives of  insureds age 90 and
under  who  supply  evidence  of  insurability  satisfactory  to  ITT  Hartford.
Acceptance  is subject  to ITT  Hartford's underwriting  rules and  ITT Hartford
reserves the right to  reject an application for  any reason. IF AN  APPLICATION
FOR  A CONTRACT IS  REJECTED, THEN YOUR  INITIAL PREMIUM WILL  BE RETURNED ALONG
WITH AN  ADDITIONAL  AMOUNT FOR  INTEREST,  BASED  ON THE  CONTRACT  RATE  BEING
CREDITED  BY ITT HARTFORD.  No change in  the terms or  conditions of a Contract
will be made without the consent of the Contract Owner.                         

    The Contract will be effective on the Contract Date only after ITT  Hartford
has  received  all outstanding  delivery requirements  and received  the initial
premium. The Contract  Date is the  date used to  determine all future  cyclical
transactions  on the Contract, e.g., Monthly  Activity Date, Contract Months and
Contract Years. The Contract Date may be prior to, or the same as, the date  the
Contract is issued ("Issue Date").                                              

    If  the  Coverage Amount  is  over then  current  limits established  by ITT
Hartford, the initial  payment will  not be  accepted with  the application.  In
other  cases where we receive the initial  payment with the application, we will
provide fixed conditional insurance during  underwriting according to the  terms
of  a conditional receipt. The fixed conditional insurance will be the insurance
applied for,  up to  a  maximum that  varies by  age.  If no  fixed  conditional
insurance  was  in effect,  on Contract  delivery we  will require  a sufficient
payment to place the insurance in force.                                        

PREMIUMS                                                                        

    The Contract permits the Contract Owner  to pay a large single premium,  and
subject  to restrictions, additional  premiums. The Contract  Owner may choose a
minimum initial premium  of 80%,  90% or 100%  of the  Guideline Single  Premium
(based  on the Face Amount). Under current underwriting rules, which are subject
to change, Applicants between ages 45 and 80 who pay an initial premium of  100%
of  the Guideline  Single Premium (subject  to then current  premium limits) are
eligible for simplified underwriting without a medical examination if they  meet
simplified  underwriting  standards  as  evidenced  in  their  responses  in the
application. For Contract Owners who pay an initial premium of 80% or 90% of the
Guideline Single Premium  or who  are below  age 45  or above  age 80,  standard
underwriting applies, except that substandard underwriting applies only in those
cases  that  represent  substandard risks  according  to  customary underwriting
guidelines. Additional premiums are allowed if they do not cause the Contract to
fail to meet the definition of a  life insurance contract under Section 7702  of
the  Code. ITT Hartford may require  evidence of insurability for any additional
premiums which  increase the  Coverage Amount.  Generally, the  minimum  initial
premium  ITT Hartford will accept is $10,000.  ITT Hartford may accept less than
$10,000 under certain circumstances. No premium will be accepted which does  not
meet the tax qualification guidelines for life insurance under the Code.        

ALLOCATION OF PREMIUMS                                                          

    Within  three business  days of receipt  of a completed  application and the
initial premium at ITT  Hartford's Home Office, ITT  Hartford will allocate  the
entire  premium to the Money Market Portfolio. After the expiration of the Right
To Cancel  Period  the Account  Value  in the  Money  Market Portfolio  will  be
allocated  among the  Portfolios in  whole percentages  to purchase Accumulation
Units in  the applicable  Sub-Accounts  as the  Contract  Owner directs  in  the
application. Premiums received on or after the expiration of the Right to Cancel
Period  will be allocated among the  Sub-Accounts to purchase Accumulation Units
in such Sub-Accounts as  directed by the  Contract Owner or,  in the absence  of
directions, as specified in the original application. The number of Accumulation
Units  in each Sub-Account to  be credited to a  Contract (including the initial
allocation  to  the  Money  Market  Portfolio)  will  be  determined  first   by
multiplying  the premium by the percentage to  be allocated to each Portfolio to
determine the portion  to be  invested in the  Sub-Account. Each  portion to  be
invested  in each Sub-Account is then divided  by the Accumulation Unit Value of
that particular Sub-Account next computed after receipt of the payment.         

ACCUMULATION UNIT VALUES                                                        

    The Accumulation Unit Value  for each Sub-Account will  vary to reflect  the
investment experience of the applicable Portfolio and will be determined on each
Valuation Day by multiplying the Accumulation Unit Value                        

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of  the  particular  Sub-Account  on  the  preceding  Valuation  Day  by  a "Net
Investment Factor" for that Sub-Account for the Valuation Period then ended. The
Net Investment Factor for each Sub-Account is  the net asset value per share  of
the  corresponding Portfolio at  the end of  the Valuation Period  (plus the per
share dividends  or capital  gains by  that Portfolio  if the  ex-dividend  date
occurs  in the Valuation Period  then ended) divided by  the net asset value per
share of the corresponding Portfolio at  the beginning of the Valuation  Period.
Applicants  should refer  to the prospectus  for the  Portfolios which accompany
this prospectus for a description of how the assets of each Portfolio are valued
since such determination has a direct bearing on the Accumulation Unit Value  of
the  Sub-Account  and  therefore the  Account  Value  of a  Contract.  See also,
"Contract Benefits and Rights -- Account Value," page 15.                       

    All valuations  in  connection  with  a  Contract,  e.g.,  with  respect  to
determining  Account  Value  and Cash  Surrender  Value and  in  connection with
Contract Loans, or calculation of Death Benefits, or with respect to determining
the number of Accumulation Units to be credited to a Contract with each premium,
other than the initial premium, will be made on the date the request or  payment
is  received by ITT Hartford at its Home Office if such date is a Valuation Day;
otherwise such determination will be made on the next succeeding date which is a
Valuation Day.                                                                  

DEDUCTIONS AND CHARGES

MONTHLY DEDUCTIONS                                                              

    On the Contract Date, and on  each Monthly Activity Date after the  Contract
Date,  ITT Hartford will deduct an  amount ("Deduction Amount") to cover charges
and expenses  incurred in  connection with  a Contract.  Each monthly  Deduction
Amount  will  be deducted  pro rata  from each  Sub-Account attributable  to the
Contract such that the proportion of Account Value of the Contract  attributable
to  each  Sub-Account  remains the  same  before  and after  the  deduction. The
Deduction Amount will vary from month to  month. If the Cash Surrender Value  is
not sufficient to cover a Deduction Amount due on any Monthly Activity Date, the
Contract   may  lapse.   See  "Contract  Benefits   and  Rights   --  Lapse  and
Reinstatement," page 17. The  following is a summary  of the monthly  deductions
and charges which constitute the Deduction Amount:                              

    COST  OF  INSURANCE  CHARGE:    The  cost  of  insurance  charge  covers ITT
Hartford's anticipated  mortality  costs  for standard  and  substandard  risks.
Current  cost of insurance rates are lower  after the 10th Contract Year and are
based on whether 100%, 90% or 80% of the Guideline Single Premium has been paid.
The current cost  of insurance  charge will not  exceed the  guaranteed cost  of
insurance charge. This charge is a guaranteed maximum monthly rate multiplied by
the  Coverage Amount  on the  Contract Date  or any  Monthly Activity  Date. For
standard risks,  the guaranteed  cost of  insurance rate  is based  on the  1980
Commissioners  Standard  Ordinary Mortality  Table,  age last  birthday. (Unisex
rates may be required in some states.)  A table of guaranteed cost of  insurance
rates  per  $1,000 will  be  included in  each  Contract; however,  ITT Hartford
reserves the right to use rates less than those shown in the table.  Substandard
risks  will be charged at  a higher cost of insurance  rate that will not exceed
rates based on a multiple of the 1980 Commissioners Standard Ordinary  Mortality
Table,  age  last  birthday.  The  multiple  will  be  based  on  the  insured's
substandard rating.                                                             

    The Coverage Amount  is first  set on  the Contract  Date and  then on  each
Monthly  Activity Date.  On such days,  it is  the Face Amount  less the Account
Value subject to a  Minimum Coverage Amount. The  Coverage Amount remains  level
between the Monthly Activity Dates.                                             

    The  Coverage Amount may be adjusted to continue to qualify the Contracts as
life insurance contracts under the current Federal tax law. Under that law,  the
Minimum  Coverage Amount  is a  stated percentage  of the  Account Value  of the
Contract  determined  on  each  Monthly  Activity  Date.  The  percentages  vary
according to the attained age of the Insured.                                   

EXAMPLE:                                                                        

Face Amount = $100,000                                                  
Account Value on the Monthly Activity Date = $30,000                    
Insured's attained age = 40                                             
Minimum Coverage Amount percentage for age 40 = 150%                    

    On  the  Monthly Activity  Date,  the Coverage  Amount  is $70,000.  This is
calculated by  subtracting  the  Account  Value on  the  Monthly  Activity  Date
($30,000)   from   the   Face   Amount  ($100,000),   subject   to   a  possible

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Minimum Coverage Amount adjustment. This  Minimum Coverage Amount is  determined
by  taking a percentage  of the Account  Value on the  Monthly Activity Date. In
this case,  the Minimum  Coverage Amount  is $45,000  (150% of  $30,000).  Since
$45,000  is  less than  the Face  Amount  less the  Account Value  ($70,000), no
adjustment is necessary. Therefore, the Coverage Amount will be $70,000.        

    Assume that the Account Value in the above example was $50,000. The  Minimum
Coverage  Amount would be $75,000 (150% of  $50,000). Since this is greater than
the Face Amount less  the Account Value ($50,000),  the Coverage Amount for  the
Contract  Month  is  $75,000. (For  an  explanation  of the  Death  Benefit, see
"Contract Benefits and Rights" on page 14.)                                     

    Because the Account  Value and,  as a result,  the Coverage  Amount under  a
Contract  may vary from  month to month,  the cost of  insurance charge may also
vary on each Monthly Activity Date.                                             

    TAX EXPENSE CHARGE:  ITT Hartford will deduct monthly from the Account Value
a tax expense charge equal to an annual rate of 0.40% for the first ten Contract
Years. This charge compensates ITT Hartford for premium taxes imposed by various
states and local jurisdictions and for  federal taxes imposed under Section  848
of  the Code. The charge includes a premium tax deduction of 0.25% and a federal
tax deduction of 0.15%. The 0.25% premium tax deduction over ten Contract  Years
approximates  ITT Hartford's average expenses for  state and local premium taxes
(2.5%). Premium taxes vary, ranging from zero to more than 4.0%. The premium tax
deduction is made whether or not any  premium tax applies. The deduction may  be
higher  or lower than  the premium tax  imposed. However, ITT  Hartford does not
expect to make  a profit from  this deduction. The  0.15% federal tax  deduction
helps  reimburse  ITT Hartford  for approximate  expenses incurred  from federal
taxes under Section 848 of the Code.  The federal tax deduction is a factor  ITT
Hartford  must  use  when  computing the  maximum  sales  load  chargeable under
Securities and Exchange Commission rules.                                       

    ADMINISTRATIVE CHARGE:  ITT  Hartford will deduct  monthly from the  Account
Value  attributable to the Separate Account an administrative charge equal to an
annual rate of 0.40%.  This charge compensates  ITT Hartford for  administrative
expenses  incurred  in  the  administration  of  the  Separate  Account  and the
Contracts.                                                                      

    MORTALITY AND EXPENSE RISK  CHARGE:  ITT Hartford  will deduct monthly  from
the  Account Value  attributable to  the Separate Account  a charge  equal to an
annual rate of  0.90% for  the mortality risks  and expense  risks ITT  Hartford
assumes in relation to the variable portion of the Contracts. The mortality risk
assumed  is that the cost of insurance charges specified in the Contract will be
insufficient to meet  claims. ITT  Hartford also assumes  a risk  that the  Face
Amount  (the minimum Death Benefit) will exceed  the Coverage Amount on the date
of death plus the Account Value on the date ITT Hartford receives written notice
of death. The  expense risk  assumed is that  expenses incurred  in issuing  and
administering  the Contracts will  exceed the administrative  charges set in the
Contract. 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 Contracts and the proceeds of the  contingent
deferred sales charge.                                                          

    ANNUAL  MAINTENANCE FEE:  If the Account  Value on a Contract Anniversary is
less than $50,000, ITT Hartford will  deduct on such date an Annual  Maintenance
Fee  of $30. This  fee will help  reimburse ITT Hartford  for administrative and
maintenance costs  of  the Contracts.  The  sum of  the  monthly  administrative
charges  and the annual  maintenance fee will  not exceed the  cost ITT Hartford
incurs in providing administrative services under the Contracts.                

TAXES CHARGED AGAINST THE SEPARATE ACCOUNT                                      

    Currently, no charge  is made  to the  Separate Account  for federal  income
taxes  that  may be  attributable  to the  Separate  Account. ITT  Hartford may,
however, make such  a charge in  the future.  Charges for other  taxes, if  any,
attributable to the Separate Account may also be made.                          

CHARGES AGAINST THE PORTFOLIOS                                                  

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

CONTINGENT DEFERRED SALES CHARGE                                                

    Upon surrender of  the Contract  and partial  withdrawals in  excess of  the
Annual Withdrawal Amount, a contingent deferred sales charge may be assessed. In
Contract Years 1 through 3, this charge is 7.5% of                              

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surrendered  Account Value  attributable to premiums  paid. In  Contract Years 4
through 5, this charge is 6%. In Contract Years 6 through 7, this charge is  4%.
In  Contract Years 8 through 9, this charge  is 2%. After the 9th Contract Year,
there is no charge.                                                             

    In determining  the  contingent deferred  sales  charge and  the  additional
premium  tax charge discussed below, any  surrender or partial withdrawal during
the first ten Contract Years  will be deemed first  from earnings and then  from
premiums  paid. If an amount  equal to all premiums  paid has been withdrawn, no
charge will be assessed on a withdrawal of the remaining Account Value.         

    The contingent deferred sales  charge is imposed to  cover a portion of  the
sales  expense  incurred by  ITT Hartford  in  distributing the  Contracts. This
expense  includes   agents  commissions,   advertising  and   the  printing   of
prospectuses.                                                                   

    See  "Contract Benefits  and Rights  -- Amount  Payable on  Surrender of the
Contract," page 16.                                                             

PREMIUM TAX CHARGE                                                              

    During the first nine Contract Years, an additional premium tax charge  will
be  imposed  on surrender  or partial  withdrawals.  The additional  premium tax
charge is  shown below,  as a  percent  of Account  Value, at  the end  of  each
Contract Year:                                                                  

                                                                [Download Table]

CONTRACT                
  YEAR             RATE 
--------           -----
                        
      1            2.50%
      2            2.25%
      3            2.00%
      4            1.75%
      5            1.50%
      6            1.25%
      7            1.00%
      8            0.75%
      9            0.50%
     10+           0.00%

    After  the ninth  Contract Year,  no additional  premium tax  charge will be
imposed.                                                                        

CONTRACT BENEFITS AND RIGHTS

DEATH BENEFIT                                                                   

    While inforce, the Contract provides for  the payment of the Death  Proceeds
to  the named beneficiary  when the Insured  under the Contract  dies. The Death
Proceeds payable  to the  beneficiary equal  the Death  Benefit less  any  loans
outstanding.  The Death Benefit equals the greater of (1) the Face Amount or (2)
the Account Value  multiplied by  a specified percentage.  The percentages  vary
according  to the attained age of the Insured and are specified in the Contract.
Therefore, an increase in Account Value may increase the Death Benefit. However,
because the Death Benefit will never be less than the Face Amount, a decrease in
Account Value may decrease the Death Benefit but never below the Face Amount.   

EXAMPLES:                                                                       

                                                                [Download Table]

                                                    A            B     
                                               -----------  -----------
                                                                       
Face Amount:                                   $   100,000  $   100,000
Insured's Age:                                          40           40
Account Value on Date of Death:                     46,500       34,000
Specified Percentage:                                 250%         250%

    In Example  A, the  Death  Benefit equals  $116,250,  i.e., the  greater  of
    $100,000  (the Face Amount)  or $116,250 (the  Account Value at  the Date of
    Death of  $46,500, multiplied  by the  specified percentage  of 250%).  This
    amount  less any outstanding  loans constitutes the  Death Proceeds which we
would pay to the beneficiary.                                           

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    In Example B, the death benefit  is $100,000, i.e., the greater of  $100,000
    (the Face Amount) or $85,000 (the Account Value of $34,000 multiplied by the
specified percentage of 250%).                                          

    All  or part of  the Death Proceeds may  be paid in cash  or applied under a
"Payment Option." See "Other Matters -- Payment Options," page 19.              

ACCOUNT VALUE                                                                   

    The Account Value of a Contract will be computed on each Valuation Day.  The
Account  Value will vary to reflect the investment experience of the Portfolios,
the value of the  Loan Account and  the monthly Deduction  Amounts. There is  no
minimum guaranteed Account Value.                                               

    The Account Value of a particular Contract is related to the net asset value
of  the Portfolios to  which premiums on  the Contract have  been allocated. The
Account Value on any  Valuation Day is calculated  by multiplying the number  of
Accumulation  Units  credited to  the  Contract in  each  Sub-Account as  of the
Valuation Day  by the  Accumulation  Unit Value  of  that Sub-Account  and  then
summing  the result for  all the Sub-Accounts  credited to the  Contract and the
value of the Loan Account. See "The Contract -- Accumulation Unit Values,"  page
12.                                                                             

TRANSFER OF ACCOUNT VALUE                                                       

    While  the Contract remains in effect and subject to ITT Hartford's transfer
rules then in effect,  the Contract Owner  may request that part  or all of  the
Account  Value of a particular Sub-Account be transferred to other Sub-Accounts.
ITT Hartford reserves the right to restrict  the number of such transfers to  no
more  than 12 per Contract Year with  no two transfers being made on consecutive
Valuation Days. However, there are no restrictions on the number of transfers at
the present time. Transfers may  be made by written  request or by calling  toll
free  1-800-231-5453. Telephone transfers  may not be  permitted in some states.
The policy of ITT Hartford and its  agents and affiliates is that they will  not
be  responsible  for  losses  resulting  from  acting  upon  telephone  requests
reasonably  believed  to  be  genuine.  ITT  Hartford  will  employ   reasonable
procedures  to confirm that instructions  communicated by telephone are genuine;
otherwise, ITT Hartford  may be  liable for any  losses due  to unauthorized  or
fraudulent  instructions. The  procedures ITT Hartford  follows for transactions
initiated  by  telephone  include  requirements  that  callers  provide  certain
information  for identification purposes. All transfer instructions by telephone
are tape recorded.                                                              

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

    As  a result of a transfer, the number of Accumulation Units credited to the
Sub-Account from  which the  transfer is  made  will be  reduced by  the  number
obtained  by dividing the  amount transferred by the  Accumulation Unit Value of
that Sub-Account  on  the  Valuation  Day ITT  Hartford  receives  the  transfer
request.  The number of Accumulation Units  credited to the Sub-Account to which
the transfer is made will  be increased by the  number obtained by dividing  the
amount  transferred by  the Accumulation Unit  Value of that  Sub-Account on the
Valuation Day ITT Hartford receives the transfer request.                       

CONTRACT LOANS                                                                  

    While the Contract is  in effect, a Contract  Owner may obtain, without  the
consent  of  the beneficiary  (provided the  designation  of beneficiary  is not
irrevocable), one or both  of two types  of cash loans  from ITT Hartford.  Both
types  of loans are secured by the  Contract. The aggregate loans (including the
currently applied for loan) may not exceed  at the time a loan is requested  90%
of  the Account  Value less  any contingent  deferred sales  charge and  due and
unpaid Deduction Amount.                                                        

    The  loan  amount  will  be  transferred  pro  rata  from  each  Sub-Account
attributable  to the Contract (unless the Contract Owner specifies otherwise) to
the Loan Account. The amounts allocated  to the Loan Account will bear  interest
at  a rate of  4% per annum (6%  for "Preferred Loans"). The  amount of the Loan
Account that equals the  difference between the Account  Value and the total  of
all premiums paid under the Contract is                                         

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considered  a "Preferred  Loan." The loan  interest rate that  ITT Hartford will
charge on all loans  is 6% per  annum. The difference between  the value of  the
Loan  Account and the Indebtedness will be  transferred on a pro-rata basis from
the Sub-Accounts to the Loan Account on each Monthly Activity Date.             

    If the aggregate  outstanding loan(s)  secured by the  Contract exceeds  the
Account Value of the Contract less any contingent deferred sales charges and due
and  unpaid  Deduction Amount,  ITT  Hartford will  give  written notice  to the
Contract Owner that unless ITT Hartford receives an additional payment within 61
days to reduce the  aggregate outstanding loan(s) secured  by the Contract,  the
Contract may lapse.                                                             

    All  or any part of any  loan secured by a Contract  may be repaid while the
Contract is still in effect. When loan repayments or interest payments are made,
they will  be allocated  among the  Sub-Account(s) in  the same  percentage  as,
premiums   are  allocated  (unless  the  Contract  Owner  requests  a  different
allocation) and an amount equal  to the payment will  be deducted from the  Loan
Account. Any outstanding loan at the end of a Grace Period must be repaid before
the  Contract will be reinstated. See "Contract Benefits and Rights -- Lapse and
Reinstatement," page 17.                                                        

    A loan, whether or not repaid, will  have a permanent effect on the  Account
Value  because the investment results of each Sub-Account will apply only to the
amount remaining in  such Sub-Accounts. The  longer a loan  is outstanding,  the
greater  the  effect  is  likely  to  be.  The  effect  could  be  favorable  or
unfavorable. If  the  Sub-Accounts earn  more  than  4% per  annum,  the  annual
interest  rate for amounts held in the  Loan Account, a Contract Owner's Account
Value will not increase as  rapidly as it would have  had no loan been made.  If
the Sub-Accounts earn less than 4% per annum, the Contract Owner's Account Value
will  be greater than  it would have  been had no  loan been made.  Also, if not
repaid, the aggregate  outstanding loan(s)  will reduce the  Death Proceeds  and
Cash Surrender Value otherwise payable.                                         

AMOUNT PAYABLE ON SURRENDER OF THE CONTRACT                                     

    While  the Contract is  in effect, a  Contract Owner may  elect, without the
consent of  the beneficiary  (provided  the designation  of beneficiary  is  not
irrevocable),  to  fully surrender  the Contract.  Upon surrender,  the Contract
Owner will  receive  the Cash  Surrender  Value determined  as  of the  day  ITT
Hartford  receives the Contract Owner's written request or the date requested by
the Contract  Owner whichever  is later.  The Cash  Surrender Value  equals  the
Account  Value less any contingent deferred sales charges and additional premium
tax charge and all Indebtedness. ITT Hartford will pay the Cash Surrender  Value
of  the Contract  within seven days  of receipt  by ITT Hartford  of the written
request or on  the effective  surrender date  requested by  the Contract  Owner,
whichever  is later. The Contract  will terminate on the  date of receipt of the
written request, or  the date the  Contract Owner requests  the surrender to  be
effective,  whichever  is later.  For a  discussion of  the tax  consequences of
surrendering the Contract, see "Federal Tax Considerations," page 24.           

    If the Contract Owner chooses to  apply the surrender proceeds to a  payment
option  (see  "Other  Matters  -- Payment  Options,"  page  19),  the contingent
deferred sales charge will not be  imposed to the surrender proceeds applied  to
the option. In other words, the surrender proceeds will equal the Cash Surrender
Value  without reduction for the contingent  deferred sales charge. However, the
additional premium  tax  charge,  if  applicable,  will  be  deducted  from  the
surrender  proceeds to be applied, and amounts  withdrawn from Options 1, 5 or 6
will be subject to the contingent deferred sales charge, if applicable.         

PARTIAL WITHDRAWALS                                                             

    While the Contract  is in  effect, a Contract  Owner may  elect, by  written
request,  to make  partial withdrawals from  the Cash Surrender  Value. The Cash
Surrender Value, after partial  withdrawal, must at  least equal ITT  Hartford's
minimum amount rules then in effect; otherwise, the request will be treated as a
request  for full  surrender. The partial  withdrawal will be  deducted pro rata
from each Sub-Account, unless the  Contract Owner instructs otherwise. The  Face
Amount  will be reduced proportionate to the  reduction in the Account Value due
to the partial withdrawal. Partial withdrawals  will be deemed to be first  from
earnings,  if any, and then from premiums paid. Partial withdrawals in excess of
the Annual Withdrawal Amount  will be subject to  the contingent deferred  sales
charge  and any additional  premium tax charges. See  "Deductions and Charges --
Contingent Deferred Sales Charge, Premium Tax  Charge." For a discussion of  the
tax  consequences of partial withdrawals, see "Federal Tax Considerations," page
24.                                                                             

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BENEFITS AT MATURITY                                                            

    If the Insured  is living  on the "Maturity  Date" (the  anniversary of  the
Contract  Date on which the Insured is age 100), on surrender of the Contract to
ITT Hartford, ITT  Hartford will pay  to the Contract  Owner the Cash  Surrender
Value.  In such case, the Contract will  terminate and ITT Hartford will have no
further obligations under the  Contract. (The Maturity Date  may be extended  by
rider where approved, but see "Income Taxation of Contract Benefits.")          

LAPSE AND REINSTATEMENT                                                         

    The  Contract  will  remain in  effect  until  the Cash  Surrender  Value is
insufficient to cover  a Deduction Amount  due on a  Monthly Activity Date.  ITT
Hartford  will notify the Contract  Owner of the deficiency  in writing and will
provide a 61 day period  ("Grace Period") to pay  an amount sufficient to  cover
the Deduction Amounts Due.                                                      

    The  Notice will indicate  the amount that  must be paid.  The Contract will
continue through the Grace Period, but if no additional premium payment is made,
it will terminate at the  end of the Grace Period.  If the person insured  under
the  Contract dies during the Grace Period, the Death Proceeds payable under the
Contract will  be  reduced  by  the Deduction  Amount(s)  due  and  unpaid.  See
"Contract Benefits and Rights -- Death Benefit," page 14.                       

    If  the Contract lapses,  the Contract Owner may  apply for reinstatement of
the Contract  by  payment  of  the reinstatement  premium  (and  any  applicable
charges)  shown in the Contract. A request  for reinstatement may be made within
five years  of lapse.  If a  loan  was outstanding  at the  time of  lapse,  ITT
Hartford  will require repayment of the loan before permitting reinstatement. In
addition, ITT Hartford reserves  the right to  require evidence of  insurability
satisfactory to ITT Hartford.                                                   

CANCELLATION AND EXCHANGE RIGHTS                                                

    An  Applicant has a limited right to  return a Contract for cancellation. If
the Contract is returned, by mail or personal delivery to ITT Hartford or to the
agent who sold the Contract,  to be cancelled within  10 days after delivery  of
the  Contract to the  Contract Owner (a  longer free-look period  is provided in
certain cases), ITT  Hartford will  return to the  Applicant within  7 days  the
greater of premiums paid for the Contract or the sum of (1) the Account Value on
the  date the returned Contract is received by ITT Hartford or its agent and (2)
any deductions under Contract or by the Portfolios for taxes, charges or fees.  

    Once the Contract  is in effect,  it may  be exchanged during  the first  24
months  after its issuance, for a  non-variable flexible premium adjustable life
insurance contract offered  by ITT Hartford  (or an affiliated  company) on  the
life  of the  Insured. No  evidence of  insurability will  be required.  The new
contract will  have, at  the election  of the  Contract Owner,  either the  same
Coverage Amount under the exchanged contract on the date of exchange or the same
Death  Benefit. The effective date, issue date and issue age will be the same as
existed under the exchanged  contract. If a contract  loan was outstanding,  the
entire  loan must  be repaid.  There may  be a  cash adjustment  required on the
exchange.                                                                       

SUSPENSION OF VALUATION, PAYMENTS AND TRANSFERS                                 

    ITT Hartford  will suspend  all  procedures requiring  valuation  (including
transfers,  surrenders and loans) on any day a national stock exchange is closed
or trading  is  restricted  due to  an  existing  emergency as  defined  by  the
Securities  and Exchange  Commission, or on  any day the  Commission has ordered
that the right of surrender of the Contracts be suspended for the protection  of
Contract Owners, until such condition has ended.                                

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LAST SURVIVOR CONTRACTS 

    The  Contracts  are offered  on  a single  life  and "last  survivor" basis.
Contracts sold on a last survivor basis operate in a manner almost identical  to
the single life version. The most important difference is that the last survivor
version  involves two Insureds and  the Death Proceeds are  paid on the death of
the last surviving Insured. The  other significant differences between the  last
survivor and single life versions are listed below:                             

        1.   The cost of insurance charges under the last survivor Contracts are
           determined in a manner that reflects the anticipated mortality of the
           two Insureds and the fact that the Death Benefit is not payable until
           the death  of  the second  Insured  to  die. See  the  last  survivor
illustrations in "Appendix A," page 29.                   

        2.    To  qualify  for simplified  underwriting  under  a  last survivor
           Contract,  both  Insureds  must  meet  the  simplified   underwriting
standards.                                                

        3.  For a last survivor Contract to be reinstated, both Insureds must be
alive on the date of reinstatement.                       

        4.    The  Contract provisions  regarding  misstatement of  age  or sex,
suicide and incontestability apply to either Insured.     

        5.  Additional tax disclosures applicable to last survivor Contracts are
provided in "Federal Tax Considerations," page 24."       

OTHER MATTERS 

VOTING RIGHTS                                                                   

    In accordance  with  its interpretation  of  presently applicable  law,  ITT
Hartford  will vote the shares of the Portfolios at regular and special meetings
of the  shareholders of  the  Portfolios in  accordance with  instructions  from
Contract  Owners (or the assignee of the Contract,  as the case may be) having a
voting interest  in the  Separate Account.  The  number of  shares held  in  the
Separate  Account which are attributable to each Contract Owner is determined by
dividing the Contract  Owner's interest  in each  Sub-Account by  the net  asset
value  of the applicable shares of the Portfolios. ITT Hartford will vote shares
for which no instructions have been given and shares which are not  attributable
to  Contract 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
Portfolios in its own right, it may elect to do so.                             

    The voting  interests  of  the  Contract Owner  (or  the  assignee)  in  the
Portfolios  will be determined as follows: Contract Owners may cast one vote for
each full or fractional Accumulation Unit owned under the Contract and allocated
to a Sub-Account the assets of which are invested in the particular Portfolio on
the record date for the shareholder  meeting for that Portfolio. If, however,  a
Contract  Owner has  taken a loan  secured by the  Contract, amounts transferred
from the Sub-Account(s)  to the Loan  Account in connection  with the loan  (See
"Contract  Benefits  and  Rights  --  Contract  Loans,"  page  16)  will  not be
considered in determining the voting  interests of the Contract Owner.  Contract
Owners  should review  the prospectus  for the  Portfolios which  accompany this
prospectus to determine matters on which shareholders may vote.                 

    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 Portfolios  or to  approve or  disapprove an investment
advisory contract for the Portfolios.                                           

    In addition, ITT Hartford itself may disregard voting instructions in  favor
of  changes  initiated by  a  Contract Owner  in  the investment  policy  or the
investment adviser of the Portfolios  if 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. If  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 Contract
Owners.                                                                         

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STATEMENTS TO CONTRACT OWNERS                                                   

    ITT Hartford will maintain all records relating to the Separate Account  and
the  Sub-Accounts. At least once  each Contract Year, ITT  Hartford will send to
Contract Owners a statement showing the Coverage Amount and the Account Value of
the Contract  (indicating  the number  of  Accumulation Units  credited  to  the
Contract in each Sub-Account and the corresponding Accumulation Unit Value), and
any  outstanding loan secured by  the Contract as of  the date of the statement.
The statement  will also  show premium  paid, and  Deduction Amounts  under  the
Contract  since the  last statement, and  any other information  required by any
applicable law or regulation.                                                   

LIMIT ON RIGHT TO CONTEST                                                       

    ITT Hartford may not contest the validity of the Contract after it has  been
in  effect during the Insured's  lifetime for two years  from the Issue Date. If
the Contract is  reinstated, the two-year  period is measured  from the date  of
reinstatement.  Any increase in the Coverage Amount  as a result of a premium is
contestable for 2  years from its  effective date. In  addition, if the  Insured
commits  suicide in the  two-year period, or  such period as  specified in state
law, the  benefit  payable  will  be  limited to  the  Account  Value  less  any
Indebtedness.                                                                   

MISSTATEMENT AS TO AGE AND SEX                                                  

    If  the age or sex  of the Insured is  incorrectly stated, the Death Benefit
will be appropriately adjusted as specified in the Contract.                    

PAYMENT OPTIONS                                                                 

    The surrender proceeds or Death Proceeds under the Contracts may be paid  in
a  lump sum  or may  be applied to  one of  ITT Hartford's  payment options. The
minimum amount that may be applied under  a payment option is $5,000 unless  ITT
Hartford  consents to a lesser amount. Under Options 2, 3 and 4, no surrender or
partial withdrawals are  permitted after  payments commence.  Full surrender  or
partial withdrawals may be made from Options 1 or 6, but they are subject to the
contingent  deferred  sales  charge, if  applicable.  Only a  full  surrender is
allowed from Option 5.  A surrender from  Option 5 will also  be subject to  the
contingent deferred sales charge, if applicable.                                

    We  will pay interest of at least 3 1/2% per year on the Death Proceeds from
the date of the Insured's death to the date payment is made or a payment  option
is  elected.  At such  times, the  proceeds  are not  subject to  the investment
experience of the Separate Account.                                             

    The following options are  available under the  Contracts (ITT Hartford  may
offer other payment options):                                                   

OPTION 1: INTEREST INCOME                                                       

    This  option offers  payments of  interest, at the  rate we  declare, on the
amount applied under  this option.  The interest rate  will never  be less  than
3 1/2% per year.                                                                

OPTION 2: LIFE ANNUITY                                                          

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

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

OPTION 3: LIFE ANNUITY WITH 120, 180 OR 240 MONTHLY PAYMENTS CERTAIN            

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

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OPTION 4: JOINT AND LAST SURVIVOR ANNUITY                                       

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

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

OPTION 5: PAYMENTS FOR A DESIGNATED PERIOD                                      

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

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

Option 5 is an option that does not involve life contingencies.         

OPTION 6: DEATH PROCEEDS REMAINING WITH ITT HARTFORD                            

    Proceeds  from the Death Benefit left with ITT Hartford. These proceeds will
remain in the Sub-Accounts  to which they  were allocated at  the time of  death
unless  the beneficiary elects  to reallocate them.  Full or partial withdrawals
may be made at any time.                                                        

    VARIABLE AND FIXED ANNUITY  PAYMENTS:  When an  annuity is effected,  unless
otherwise  specified,  the  surrender proceeds  or  Death Proceeds  held  in the
Sub-Accounts will be applied to provide a variable annuity based on the pro rata
amount in the various Sub-Accounts. Fixed annuities options are also  available.
YOU SHOULD CONSIDER WHETHER THE ALLOCATION OF PROCEEDS AMONG SUB-ACCOUNTS OF THE
SEPARATE  ACCOUNT  FOR  YOUR  ANNUITY  PAYMENTS  ARE  BASED  ON  THE  INVESTMENT
ALTERNATIVE BEST SUITED TO YOUR RETIREMENT NEEDS.                               

    VARIABLE ANNUITY:    The Contract  contains  tables indicating  the  minimum
dollar  amount of the first monthly payment under the optional variable forms of
annuity for each  $1,000 of value  of a Sub-Account.  The first monthly  payment
varies  according to the form and type of variable payment annuity selected. The
Contract contains  variable  payment  annuity  tables  derived  from  the  1983a
Individual  Annuity Mortality  Table with  ages set  back one  year and  with an
assumed investment rate  ("A.I.R.") of  5% per  annum. The  total first  monthly
variable  annuity  payment  is  determined  by  multiplying  the  proceeds value
(expressed in thousands of dollars) of a Sub-Account by the amount of the  first
monthly payment per $1,000 of value obtained from the tables in the Contracts.  

    The  amount of the first monthly variable  annuity payment is divided by the
value of an annuity unit  (an accounting unit of  measure used to calculate  the
value  of annuity payments) for the  appropriate Sub-Account no earlier than the
close of business  on the fifth  Valuation Day  preceding the day  on which  the
payment  is due in order to determine the number of annuity units represented by
the first payment. This number of annuity units remains fixed during the annuity
payment period, and in each subsequent  month the dollar amount of the  variable
annuity  payment is determined by multiplying this fixed number of annuity units
by the current annuity unit value.                                              

    LEVEL VARIABLE ANNUITY  PAYMENTS WOULD  BE PRODUCED IF  THE INVESTMENT  RATE
REMAINED CONSTANT AND EQUAL TO THE A.I.R. IN FACT, PAYMENTS WILL VARY UP OR DOWN
AS THE INVESTMENT RATE VARIES UP OR DOWN RELATIVE TO THE A.I.R.                 

    FIXED  ANNUITY:   Fixed annuity payments  are determined  by multiplying the
amount applied to the annuity by a  rate to be determined by ITT Hartford  which
is  no less than the  rate specified in the fixed  payment annuity tables in the
Contract. The annuity payment will remain level for the duration of the annuity.

    ITT Hartford will make any other arrangements for income payments as may  be
agreed on.                                                                      

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BENEFICIARY                                                                     

    The applicant names the beneficiary in the application for the Contract. The
Contract  Owner may change the beneficiary (unless irrevocably named) during the
Insured's lifetime by  written request  to ITT  Hartford. If  no beneficiary  is
living  when the Insured dies,  the Death Proceeds will  be paid to the Contract
Owner if living; otherwise to the Contract Owner's estate.                      

ASSIGNMENT                                                                      

    The Contract may be assigned as  collateral for a loan or other  obligation.
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 Contracts.                          

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EXECUTIVE OFFICERS AND DIRECTORS

                                                        [Enlarge/Download Table]

                                                                                OTHER BUSINESS PROFESSION,          
                                                                                  VOCATION OR EMPLOYMENT            
                                     POSITION WITH ITT HARTFORD,                    FOR PAST 5 YEARS;               
           NAME, AGE                      YEAR OF ELECTION                         OTHER DIRECTORSHIPS              
-------------------------------  -----------------------------------  ----------------------------------------------
                                                                                                                    
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.                             
Boyko, Gregory A., 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       Executive Vice President and Chief Investment 
                                   Chief Investment Officer 1993        Officer (1993-Present), Hartford Life       
                                   Director, 1993*                      Insurance Company                           
Gillette, Donald J., 50          Vice President, 1993                 Vice President, Director of Marketing         
                                                                        (1991-Present), ITT Hartford; MSI Insurance 
                                                                        (1986)                                      
Godkin, Lynda, 42                General Counsel, 1996 Corporate      General Counsel (1996-Present), Associate     
                                   Secretary, 1995                      General Counsel and Corporate Secretary     
                                                                        (1995), Assistant General Counsel and       
                                                                        Secretary (1994), Counsel (1990), Hartford  
                                                                        Life Insurance Company                      
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          Senior Vice President and Actuary             
                                   Actuary, 1993                        (1993-Present), Hartford Life Insurance     
                                                                        Company                                     

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                                                        [Enlarge/Download Table]

                                                                                OTHER BUSINESS PROFESSION,          
                                                                                  VOCATION OR EMPLOYMENT            
                                     POSITION WITH ITT HARTFORD,                    FOR PAST 5 YEARS;               
           NAME, AGE                      YEAR OF ELECTION                         OTHER DIRECTORSHIPS              
-------------------------------  -----------------------------------  ----------------------------------------------
                                                                                                                    
Kanarek, Joseph, 48              Vice President, 1994                 Vice President (1991-Present), Director       
                                   Director, 1994*                      (1992-Present), Hartford Life Insurance     
                                                                        Company                                     
Kerzner, Robert A., 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 Secretary,      Vice President and Secretary (1980-Present),  
                                   1980                                 ITT Hartford                                
Malchodi, Jr., William B., 45    Vice President, 1994                 Vice President (1994-Present), Director of    
                                   Director of Taxes, 1992              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                
Noto, Joseph J., 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 Treasurer,      Vice President, Treasurer and Controller      
                                   1987                                 (1987-Present), ITT Hartford                
Smith, Lowndes A., 55            President, 1993                      President and Chief Executive Officer         
                                   Chief Executive Officer, 1989        (1993-Present), ITT Hartford; President and 
                                   Director, 1985*                      Chief Operating Officer (1989-Present),     
                                                                        Hartford Life Insurance Company             
Zlatkus, Lizabeth H., 36         Vice President, 1994                 Vice President, Director Business Operations  
                                   Director, 1994*                      (1994), Assistant Vice President, Director  
                                                                        Executive Operations (1992), Executive Staff
                                                                        Assistant to President (1990), Hartford Life
                                                                        Insurance Company                           
<FN>                                                                                                                
------------------------                                                                                            
 * Denotes year of election to Board of Directors                                                                   
** ITT Hartford Affiliated Company                                                                                  

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DISTRIBUTION OF THE CONTRACTS 

    ITT  Hartford intends to sell the Contracts in all jurisdictions where it is
licensed to do  business. The  Contracts will be  sold by  life insurance  sales
representatives   who   represent   ITT   Hartford   and   who   are  registered
representatives of  Hartford Equity  Sales Company,  Inc. ("HESCO")  or  certain
other   independent  registered  broker-dealers.  Any  sales  representative  or
employee will  have been  qualified to  sell variable  life insurance  contracts
under  applicable Federal and state laws.  Each broker-dealer is registered with
the Securities and Exchange Commission under the Securities Exchange Act of 1934
and all are members of the National Association of Securities Dealers, Inc.     

    Hartford  Securities  Distribution   Company,  Inc.   serves  as   Principal
Underwriter for the securities issued with respect to the Separate Account. Both
HESCO  and HSD are wholly-owned subsidiaries of Hartford Life Insurance Company.
The principal business address of HESCO and HSD is the same as ITT Hartford.    

    The maximum sales  commission payable  to ITT  Hartford agents,  independent
registered  insurance brokers,  and other  registered broker-dealers  is 6.0% of
initial and subsequent premiums. Additional annual compensation of no more  than
0.75%  of Account Value may be paid. From  time to time, ITT Hartford may pay or
permit other promotional incentives, in cash or credit or other compensation.   

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

SAFEKEEPING OF THE SEPARATE ACCOUNT'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 Portfolio. 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  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 CONTRACT OWNER INVOLVED, LEGAL AND TAX ADVICE MAY BE
NEEDED BY A  PERSON, EMPLOYER OR  OTHER ENTITY CONTEMPLATING  THE PURCHASE OF  A
CONTRACT DESCRIBED HEREIN.                                                      

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

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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 (see "Contract Benefits and Right -- Account Value," on  page
15).  As  a  result,  such  investment income  and  realized  capital  gains are
automatically applied to increase reserves under the Contract.                  

    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 CONTRACT BENEFITS                                            

    For  Federal income  tax purposes, the  Contracts should be  treated as life
insurance contracts under Section  7702 of the Code.  The death benefit under  a
life  insurance  contract is  generally excluded  from the  gross income  of the
beneficiary. Also, a  life insurance Contract  Owner is generally  not taxed  on
increments  in the contract value until  the Contract is partially or completely
surrendered. Section 7702 limits the amount of premiums that may be invested  in
a  Contract that is treated  as life insurance. ITT  Hartford intends to monitor
premium levels to assure compliance with the Section 7702 requirements.         

    During the first fifteen  Contract Years, an  "income first" rule  generally
applies  to distributions of  cash required to  be made under  Code Section 7702
because of a reduction in benefits under the Contract.                          

    The Maturity Date  Extension Rider  allows a  Contract Owner  to extend  the
Maturity  Date to the date  of the Insured's death. If  the Maturity Date of the
Contract is extended  by rider,  ITT Hartford  believes that  the Contract  will
continue  to be  treated as  a life  insurance contract  for federal  income tax
purposes after the scheduled Maturity Date. However, due to the lack of specific
guidance on  this issue,  the result  is not  certain. If  the Contract  is  not
treated  as a life insurance contract for  federal income tax purposes after the
scheduled Maturity Date, among other things,  the Death Proceeds may be  taxable
to  the recipient.  The Contract  Owner should  consult a  qualified tax adviser
regarding the possible adverse tax  consequences resulting from an extension  of
the scheduled Maturity Date.                                                    

LAST SURVIVOR CONTRACTS                                                         

    Although  ITT  Hartford believes  that the  last  survivor Contracts  are in
compliance with  Section 7702  of the  Code, the  manner in  which Section  7702
should  be applied  to certain features  of a joint  survivorship life insurance
contract is not  directly addressed  by Section 7702.  In the  absence of  final
regulations  or other guidance  issued under Section  7702, there is necessarily
some uncertainty whether  a last survivor  Contract will meet  the Section  7702
definition of a life insurance contract.                                        

MODIFIED ENDOWMENT CONTRACTS                                                    

    A  life insurance  contract is  treated as  a "modified  endowment contract"
under Section 7702A of the Code if it meets the definition of life insurance  in
Section 7702 but fails the "seven-pay" test of Section 7702A. The seven-pay test
provides  that premiums cannot be paid at  a rate more rapidly than that allowed
by the  payment of  seven annual  premiums using  specified computational  rules
provided  in  Section 7702A(c).  The large  single  premium permitted  under the
Contract does  not meet  the specified  computational rules  for the  "seven-pay
test"  under Section 7702A(c). Therefore, the Contract will generally be treated
as a modified endowment  contract for federal income  tax purposes. However,  an
exchange  under Section  1035 of  the Code of  a life  insurance contract issued
before June 21, 1988 will not cause the new Contract to be treated as a modified
endowment contract if no additional premiums are paid and there is no change  in
the death benefit as the result of the exchange.                                

    A  contract that is  classified as modified  endowment contract is generally
eligible for the beneficial tax treatment  accorded to life insurance. That  is,
the  death  benefit is  excluded from  income  and increments  in value  are not
subject to current  taxation. However,  a loan, distributions  or other  amounts
received from a                                                                 

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modified  endowment contract during the life of the Insured will be taxed to the
extent of  any accumulated  income in  the contract  (generally, the  excess  of
account  value over premiums paid). Amounts that are taxable withdrawals will be
subject to a 10% additional tax, with certain exceptions.                       

    All modified endowment contracts that are issued within any calendar year to
the same Contract Owner by one company or its affiliates shall be treated as one
modified endowment contract in  determining the taxable portion  of any loan  or
distributions.                                                                  

ESTATE AND GENERATION SKIPPING TAXES                                            

    When  the Insured dies,  the Death Proceeds will  generally be includible in
the Contract  Owner's estate  for purposes  of federal  estate tax  if the  last
surviving  Insured owned the  Contract. If the  Contract Owner was  not the last
surviving Insured, the fair  market value of the  Contract would be included  in
the  Contract Owner's estate  upon the Contract Owner's  death. Nothing would be
includible in the last surviving Insured's estate if he or she neither  retained
incidents  of ownership at death  nor had given up  ownership within three years
before death.                                                                   

    Federal estate tax is integrated with federal gift tax under a unified  rate
schedule. In general, estates less than $600,000 will not incur a federal estate
tax  liability. In addition, an unlimited marital deduction may be available for
federal estate and gift  tax purposes. The  unlimited marital deduction  permits
the  deferral of taxes until  the death of the  surviving spouse (when the Death
Proceeds would be available to pay taxes due and other expenses incurred).      

    If the Contract Owner  (whether or not  he or she  is an Insured)  transfers
ownership  of  the Contract  to  someone two  or  more generations  younger, the
transfer may be  subject to  the generation-skipping transfer  tax, the  taxable
amount  being the  value of the  Contract. The  generation-skipping transfer tax
provisions generally apply to transfers which  would be subject to the gift  and
estate  tax  rules. Individuals  are generally  allowed an  aggregate generation
skipping transfer exemption of $1 million. Because these rules are complex,  the
Contract  Owner  should  consult  with  a  qualified  tax  adviser  for specific
information if ownership is passing to younger generations.                     

DIVERSIFICATION REQUIREMENTS                                                    

    Section 817 of  the Code provides  that a variable  life insurance  contract
(other  than a  pension plan  policy) will  not be  treated as  a life insurance
contract for  any period  during  which the  investments  made by  the  separate
account  or underlying  fund are not  adequately diversified  in accordance with
regulations prescribed by the Treasury Department. If a Contract is not  treated
as  a life insurance contract, the Contract  Owner will be subject to income tax
on the annual increases in cash value.                                          

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

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

    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                             

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not by the  variable contract owner.  The Internal Revenue  Service ("IRS")  has
issued  several rulings which  discuss investor control. The  IRS has ruled that
incidents of ownership by the contract owner, such as the ability to select  and
control  investments in a separate account, will  cause the contract owner to be
treated as the owner of the assets for tax purposes.                            

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

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 Contract
Owner, such  amounts will  be  subject to  federal  income tax  withholding  and
reporting, pursuant to the Code.                                                

NON-INDIVIDUAL OWNERSHIP OF CONTRACTS                                           

    Legislation  has recently been proposed which would limit certain of the tax
advantages now  afforded  non-individual  owners of  life  insurance  contracts.
Prospective  Contract  Owners which  are not  individuals  should consult  a tax
adviser to determine the status of  this proposed legislation and its  potential
impact on the purchaser.                                                        

OTHER                                                                           

    Federal  estate  tax,  state and  local  estate, inheritance  and  other tax
consequences of  ownership,  or  receipt  of Contract  proceeds  depend  on  the
circumstances  of each  Contract Owner or  beneficiary. A tax  adviser should be
consulted to determine the impact of these taxes.                               

LIFE INSURANCE PURCHASES BY NONRESIDENT ALIENS AND FOREIGN CORPORATIONS         

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

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LEGAL PROCEEDINGS 

    There are no pending material legal proceedings affecting the Contracts, the
Separate Account or any of the Portfolios.                                      

LEGAL MATTERS 

    Legal matters  in connection  with the  issue and  sale of  modified  single
premium  variable life insurance contracts described  in this Prospectus and the
organization of  ITT  Hartford,  its  authority to  issue  the  Contracts  under
Connecticut law and the validity of the forms of the Contracts under Connecticut
law  and legal matters  relating to the  Federal securities and  income tax laws
have been  passed on  by Lynda  Godkin,  General Counsel  of ITT  Hartford  Life
Insurance Companies.                                                            

EXPERTS 

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

    The  hypothetical  Contract illustrations  included  in this  Prospectus and
Registration Statement have  been approved  by Michael  Winterfield, FSA,  MAAA,
Director,  Individual  Annuity Inforce  Management,  for ITT  Hartford,  and are
included in reliance upon his opinion as to their reasonableness.               

REGISTRATION STATEMENT

    A registration statement  has been  filed with the  Securities and  Exchange
Commission under the Securities Act of 1933 as amended. This Prospectus does not
contain  all information set forth in the registration statement, its amendments
and exhibits,  to  all  of  which reference  is  made  for  further  information
concerning   the  Separate  Account,  the  Portfolios,  ITT  Hartford,  and  the
Contracts.                                                                      

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APPENDIX A
ILLUSTRATIONS OF BENEFITS 

    The  tables in Appendix A  illustrate the way in  which a Contract operates.
They show how the death benefit and surrender value could vary over an  extended
period  of time  assuming hypothetical gross  rates of return  equal to constant
after tax annual rates  of 0%, 6% and  12%. The tables are  based on an  initial
premium  of $10,000. A male age 45, a female  age 55 and a male age 65 with Face
Amounts of $40,161, $33,334 and  $19,380, respectively, are illustrated for  the
single  life Contract. The  illustrations for the  last survivor Contract assume
male and female  of equal  ages, including  age 55 and  65 for  Face Amounts  of
$44,053 and $27,778.                                                            

    The death benefit and surrender value for a Contract would be different from
those  shown if the  rates of return  averaged 0%, 6%  and 12% over  a period of
years, but also fluctuated above or below those averages for individual Contract
Years. They would also differ if any  contract loan were made during the  period
of time illustrated.                                                            

    The tables reflect the deductions of current Contract charges and guaranteed
Contract  charges  for a  single  gross interest  rate.  The death  benefits and
surrender values would change if the current cost of insurance charges change.  

    The amounts shown for the death benefit and surrender value as of the end of
each Contract Year take into account an average daily charge equal to an  annual
charge of 0.75% of the average daily net assets of the Portfolios for investment
advisory  and administrative services  fees. The gross  annual investment return
rates of  0%, 6%  and 12%  on the  Portfolio's assets  are equal  to net  annual
investment return rates (net of the 0.75% average daily charge) of -0.75%, 5.25%
and 11.25%, respectively.                                                       

    In  addition the  death benefit and  surrender value  as of the  end of each
Contract Year take into account  the (1) tax expense  charge equal to an  annual
rate  of  0.40%  of  Account  Value  for  the  first  ten  Contract  Years;  (2)
administrative charge  equal  to  an  annual rate  of  0.40%  of  Account  Value
attributable  to the  Separate Account;  (3) mortality  and expense  risk charge
equal to an annual rate of 0.90%  of Account Value attributable to the  Separate
Account;  and (4)  any Contingent Deferred  Sales Charge and  Premium Tax Charge
which may be applicable in the first nine Contract Years.                       

    The hypothetical returns  shown in the  tables are without  any tax  charges
that  may be  attributable to the  Separate Account  in the future.  In order to
produce after tax returns of 0%, 6%, and 12%, the Separate Account would have to
earn a sufficient amount in excess of 0%  or 6% or 12% to cover any tax  charges
(see  "Deductions and Charges -- Charges Against The Separate Account -- Taxes,"
page 14).                                                                       

    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.                                                        

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ITT HARTFORD LIFE AND ANNUITY 
INSURANCE COMPANY 
MODIFIED SINGLE PREMIUM 
VARIABLE LIFE INSURANCE 
SINGLE LIFE OPTION
$10,000 INITIAL PREMIUM 
ISSUE AGE 45 MALE 
INITIAL FACE AMOUNT: $40,161
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.25% NET)

                                                        [Enlarge/Download Table]

                                 CURRENT CHARGES*               GUARANTEED CHARGES**      
             PREMIUMS     -------------------------------  -------------------------------
 END OF    ACCUMULATED                 CASH                             CASH              
CONTRACT  AT 5% INTEREST  ACCOUNT    SURRENDER    DEATH    ACCOUNT    SURRENDER    DEATH  
  YEAR       PER YEAR      VALUE       VALUE     BENEFIT    VALUE       VALUE     BENEFIT 
--------  --------------  --------   ---------   --------  --------   ---------   --------
                                                                                          
     1        10,500       10,834       9,840      40,161   10,756       9,764      40,161
     2        11,025       11,740      10,755      40,161   11,575      10,593      40,161
     3        11,576       12,724      11,751      40,161   12,463      11,495      40,161
     4        12,155       13,794      12,987      40,161   13,427      12,626      40,161
     5        12,763       14,956      14,169      40,161   14,474      13,693      40,161

     6        13,401       16,219      15,657      40,161   15,613      15,057      40,161
     7        14,071       17,592      17,060      40,161   16,851      16,324      40,161
     8        14,775       19,083      18,788      40,161   18,198      17,907      40,161
     9        15,513       20,704      20,452      40,161   19,666      19,417      40,161
    10        16,289       22,465      22,465      40,161   21,268      21,268      40,161

    11        17,103       24,501      24,501      40,161   23,113      23,113      40,161
    12        17,959       26,724      26,724      40,161   25,145      25,145      40,161
    13        18,856       29,153      29,153      41,398   27,386      27,386      40,161
    14        19,799       31,808      31,808      43,896   29,864      29,864      41,213
    15        20,789       34,714      34,714      46,517   32,590      32,590      43,670

    16        21,829       37,895      37,895      49,264   35,574      35,574      46,247
    17        22,920       41,367      41,367      52,951   38,832      38,832      49,705
    18        24,066       45,156      45,156      56,897   42,386      42,386      53,407
    19        25,270       49,292      49,292      61,122   46,266      46,266      57,371
    20        26,533       53,807      53,807      65,645   50,502      50,502      61,613

    25        33,864       83,601      83,601      96,978   78,372      78,372      90,912
    35        55,160      201,997     201,997     214,118  180,092     189,092     200,438

 * THESE  VALUES  REFLECT INVESTMENT  RESULTS  USING CURRENT  COST  OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.         

** THESE VALUES REFLECT  INVESTMENT RESULTS USING  GUARANTEED COST OF  INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.         

    THE  HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN  THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A CONTRACT  WOULD BE  DIFFERENT FROM  THOSE SHOWN  IF ACTUAL  INVESTMENT  RETURN
APPLICABLE  TO  THE  CONTRACT AVERAGE  12%  OVER  A PERIOD  OF  YEARS,  BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE  DEATH
BENEFIT,  ACCOUNT VALUE AND  CASH SURRENDER VALUE  FOR A CONTRACT  WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO  THE
SEPARATE  ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN APPLICABLE TO  THE CONTRACT AVERAGED 12%, BUT  VARIED
ABOVE  OR BELOW THAT AVERAGE FOR THE  SEPARATE ACCOUNT. NO REPRESENTATION CAN BE
MADE THAT THIS HYPOTHETICAL RATE OF RETURN  CAN BE ACHIEVED FOR ANY ONE YEAR  OR
SUSTAINED OVER ANY PERIOD OF TIME.                                              

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ITT HARTFORD LIFE AND ANNUITY 
INSURANCE COMPANY 
MODIFIED SINGLE PREMIUM 
VARIABLE LIFE INSURANCE 
SINGLE LIFE OPTION
$10,000 INITIAL PREMIUM 
ISSUE AGE 45 MALE 
INITIAL FACE AMOUNT: $40,161
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.25% NET)

                                                        [Enlarge/Download Table]

                                CURRENT CHARGES*             GUARANTEED CHARGES**     
             PREMIUMS     -----------------------------  -----------------------------
 END OF    ACCUMULATED                CASH                           CASH             
CONTRACT  AT 5% INTEREST  ACCOUNT   SURRENDER    DEATH   ACCOUNT   SURRENDER    DEATH 
  YEAR       PER YEAR      VALUE      VALUE     BENEFIT   VALUE      VALUE     BENEFIT
--------  --------------  -------   ---------   -------  -------   ---------   -------
                                                                                      
     1        10,500      10,249       9,269    40,161   10,171       9,192    40,161 
     2        11,025      10,506       9,546    40,161   10,337       9,380    40,161 
     3        11,576      10,769       9,831    40,161   10,497       9,564    40,161 
     4        12,155      11,040      10,275    40,161   10,651       9,891    40,161 
     5        12,763      11,319      10,577    40,161   10,796      10,061    40,161 

     6        13,401      11,605      11,089    40,161   10,930      10,421    40,161 
     7        14,071      11,900      11,411    40,161   11,052      10,569    40,161 
     8        14,775      12,202      11,941    40,161   11,158      10,902    40,161 
     9        15,513      12,514      12,282    40,161   11,244      11,016    40,161 
    10        16,289      12,833      12,833    40,161   11,309      11,309    40,161 

    11        17,103      13,228      13,228    40,161   11,394      11,394    40,161 
    12        17,959      13,636      13,636    40,161   11,455      11,455    40,161 
    13        18,856      14,058      14,058    40,161   11,486      11,486    40,161 
    14        19,799      14,494      14,494    40,161   11,486      11,486    40,161 
    15        20,789      14,944      14,944    40,161   11,450      11,450    40,161 

    16        21,829      15,409      15,409    40,161   11,370      11,370    40,161 
    17        22,920      15,889      15,889    40,161   11,239      11,239    40,161 
    18        24,066      16,385      16,385    40,161   11,048      11,048    40,161 
    19        25,270      16,898      16,898    40,161   10,787      10,787    40,161 
    20        26,533      17,428      17,428    40,161   10,442      10,442    40,161 

    25        33,864      20,353      20,353    40,161    6,987       6,987    40,161 
    35        55,160      27,852      27,852    40,161        0           0         0 

 * THESE  VALUES  REFLECT INVESTMENT  RESULTS  USING CURRENT  COST  OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.         

** THESE VALUES REFLECT  INVESTMENT RESULTS USING  GUARANTEED COST OF  INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.         

    THE  HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN  THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A CONTRACT  WOULD BE  DIFFERENT FROM  THOSE SHOWN  IF ACTUAL  INVESTMENT  RETURN
APPLICABLE  TO  THE  CONTRACT  AVERAGE  6% OVER  A  PERIOD  OF  YEARS,  BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE  DEATH
BENEFIT,  ACCOUNT VALUE  AND CASH  SURRENDER VALUE FOR  A CONTACT  WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO  THE
SEPARATE  ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN  APPLICABLE TO THE CONTRACT  AVERAGED 6%, BUT  VARIED
ABOVE  OR BELOW THAT AVERAGE FOR THE  SEPARATE ACCOUNT. NO REPRESENTATION CAN BE
MADE THAT THIS HYPOTHETICAL RATE OF RETURN  CAN BE ACHIEVED FOR ANY ONE YEAR  OR
SUSTAINED OVER ANY PERIOD OF TIME.                                              

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ITT HARTFORD LIFE AND ANNUITY 
INSURANCE COMPANY 
MODIFIED SINGLE PREMIUM 
VARIABLE LIFE INSURANCE 
SINGLE LIFE OPTION
$10,000 INITIAL PREMIUM 
ISSUE AGE 45 MALE 
INITIAL FACE AMOUNT: $40,161
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.75% NET) 

                                                        [Enlarge/Download Table]

                                 CURRENT CHARGES*               GUARANTEED CHARGES**      
             PREMIUMS     -------------------------------  -------------------------------
 END OF    ACCUMULATED                 CASH                             CASH              
CONTRACT  AT 5% INTEREST  ACCOUNT    SURRENDER    DEATH    ACCOUNT    SURRENDER    DEATH  
  YEAR       PER YEAR      VALUE       VALUE     BENEFIT    VALUE       VALUE     BENEFIT 
--------  --------------  --------   ---------   --------  --------   ---------   --------
                                                                                          
     1        10,500        9,665       8,698      40,161    9,586       8,649      40,161
     2        11,025        9,340       8,404      40,161    9,169       8,291      40,161
     3        11,576        9,026       8,118      40,161    8,747       7,925      40,161
     4        12,155        8,721       7,990      40,161    8,319       7,699      40,161
     5        12,763        8,425       7,720      40,161    7,883       7,312      40,161

     6        13,401        8,138       7,657      40,161    7,438       7,113      40,161
     7        14,071        7,860       7,401      40,161    6,980       6,696      40,161
     8        14,775        7,591       7,353      40,161    6,506       6,461      40,161
     9        15,513        7,330       7,111      40,161    6,013       6,002      40,161
    10        16,289        7,076       7,076      40,161    5,498       5,717      40,161

    11        17,103        6,865       6,865      40,161    4,978       5,211      40,161
    12        17,959        6,659       6,659      40,161    4,427       4,673      40,161
    13        18,856        6,459       6,459      40,161    3,843       4,100      40,161
    14        19,799        6,264       6,264      40,161    3,221       3,488      40,161
    15        20,789        6,073       6,073      40,161    2,558       2,833      40,161

    16        21,829        5,888       5,888      40,161    1,845       2,127      40,161
    17        22,920        5,707       5,707      40,161    1,075       1,361      40,161
    18        24,066        5,531       5,531      40,161      237         526      40,161
    19        25,270        5,360       5,360      40,161        0           0           0
    20        26,533        5,193       5,193      40,161        0           0           0

    25        33,864        4,420       4,420      40,161        0           0           0
    35        55,160        3,145       3,145      40,161        0           0           0

 * THESE  VALUES  REFLECT INVESTMENT  RESULTS  USING CURRENT  COST  OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.         

** THESE VALUES REFLECT  INVESTMENT RESULTS USING  GUARANTEED COST OF  INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.         

    THE  HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN  THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A CONTRACT  WOULD BE  DIFFERENT FROM  THOSE SHOWN  IF ACTUAL  INVESTMENT  RETURN
APPLICABLE  TO  THE  CONTRACT  AVERAGE  0% OVER  A  PERIOD  OF  YEARS,  BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE  DEATH
BENEFIT,  ACCOUNT VALUE AND  CASH SURRENDER VALUE  FOR A CONTRACT  WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO  THE
SEPARATE  ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN  APPLICABLE TO THE CONTRACT  AVERAGED 0%, BUT  VARIED
ABOVE  OR BELOW THAT AVERAGE FOR THE  SEPARATE ACCOUNT. NO REPRESENTATION CAN BE
MADE THAT THIS HYPOTHETICAL RATE OF RETURN  CAN BE ACHIEVED FOR ANY ONE YEAR  OR
SUSTAINED OVER ANY PERIOD OF TIME.                                              

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ITT HARTFORD LIFE AND ANNUITY 
INSURANCE COMPANY 
MODIFIED SINGLE PREMIUM 
VARIABLE LIFE INSURANCE 
SINGLE LIFE OPTION
$10,000 INITIAL PREMIUM 
ISSUE AGE 55 FEMALE 
INITIAL FACE AMOUNT: $33,334
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12.00% (11.25% NET) 

                                                        [Enlarge/Download Table]

                                  CURRENT CHARGES*                GUARANTEED CHARGES**      
             PREMIUMS     --------------------------------  --------------------------------
 END OF    ACCUMULATED                  CASH                              CASH              
CONTRACT  AT 5% INTEREST  ACCOUNT    SURRENDER     DEATH    ACCOUNT    SURRENDER     DEATH  
  YEAR       PER YEAR      VALUE       VALUE      BENEFIT    VALUE       VALUE      BENEFIT 
--------  --------------  --------   ----------   --------  --------   ----------   --------
                                                                                            
     1        10,500       10,834        9,840      33,334   10,727        9,736      33,334
     2        11,025       11,740       10,755      33,334   11,517       10,537      33,334
     3        11,576       12,724       11,751      33,334   12,378       11,411      33,334
     4        12,155       13,794       12,987      33,334   13,317       12,517      33,334
     5        12,763       14,956       14,169      33,334   14,343       13,564      33,334

     6        13,401       16,219       15,657      33,334   15,464       14,909      33,334
     7        14,071       17,592       17,060      33,334   16,688       16,163      33,334
     8        14,775       19,083       18,788      33,334   18,025       17,735      33,334
     9        15,513       20,704       20,452      33,334   19,487       19,238      33,334
    10        16,289       22,465       22,465      33,334   21,088       21,088      33,334

    11        17,103       24,501       24,501      33,334   22,940       22,940      33,334
    12        17,959       26,736       26,736      33,334   24,991       24,991      33,334
    13        18,856       29,218       29,218      34,478   27,270       27,270      33,334
    14        19,799       31,946       31,946      37,377   29,804       29,804      34,891
    15        20,789       34,928       34,928      40,517   32,585       32,585      37,799

    16        21,829       38,190       38,190      43,919   35,625       35,625      40,969
    17        22,920       41,765       41,765      47,195   38,958       38,958      44,023
    18        24,066       45,686       45,686      50,712   42,614       42,614      47,301
    19        25,270       49,992       49,992      54,492   46,627       46,627      50,824
    20        26,533       54,687       54,687      59,609   51,004       51,004      55,594

    25        33,864       85,841       85,841      90,992   80,060       80,060      84,864
    35        55,160      208,273      208,273     218,687  192,260      192,260     201,873

 * THESE  VALUES  REFLECT INVESTMENT  RESULTS  USING CURRENT  COST  OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.         

** THESE VALUES REFLECT  INVESTMENT RESULTS USING  GUARANTEED COST OF  INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.         

    THE  HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN  THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A CONTRACT  WOULD BE  DIFFERENT FROM  THOSE SHOWN  IF ACTUAL  INVESTMENT  RETURN
APPLICABLE  TO  THE  CONTRACT AVERAGE  12%  OVER  A PERIOD  OF  YEARS,  BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE  DEATH
BENEFIT,  ACCOUNT VALUE AND  CASH SURRENDER VALUE  FOR A CONTRACT  WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO  THE
SEPARATE  ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN APPLICABLE TO  THE CONTRACT AVERAGED 12%, BUT  VARIED
ABOVE  OR BELOW THAT AVERAGE FOR THE  SEPARATE ACCOUNT. NO REPRESENTATION CAN BE
MADE THAT THIS HYPOTHETICAL RATE OF RETURN  CAN BE ACHIEVED FOR ANY ONE YEAR  OR
SUSTAINED OVER ANY PERIOD OF TIME.                                              

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ITT HARTFORD LIFE AND ANNUITY 
INSURANCE COMPANY 
MODIFIED SINGLE PREMIUM 
VARIABLE LIFE INSURANCE 
SINGLE LIFE OPTION
$10,000 INITIAL PREMIUM 
ISSUE AGE 55 FEMALE 
INITIAL FACE AMOUNT: $33,334
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.25% NET)

                                                        [Enlarge/Download Table]

                                CURRENT CHARGES*             GUARANTEED CHARGES**     
             PREMIUMS     -----------------------------  -----------------------------
 END OF    ACCUMULATED                CASH                           CASH             
CONTRACT  AT 5% INTEREST  ACCOUNT   SURRENDER    DEATH   ACCOUNT   SURRENDER    DEATH 
  YEAR       PER YEAR      VALUE      VALUE     BENEFIT   VALUE      VALUE     BENEFIT
--------  --------------  -------   ---------   -------  -------   ---------   -------
                                                                                      
     1        10,500      10,249       9,269    33,334   10,142       9,164    33,334 
     2        11,025      10,506       9,546    33,334   10,279       9,324    33,334 
     3        11,576      10,769       9,831    33,334   10,412       9,480    33,334 
     4        12,155      11,040      10,275    33,334   10,539       9,781    33,334 
     5        12,763      11,319      10,577    33,334   10,661       9,928    33,334 

     6        13,401      11,605      11,089    33,334   10,774      10,266    33,334 
     7        14,071      11,900      11,411    33,334   10,875      10,394    33,334 
     8        14,775      12,202      11,941    33,334   10,959      10,704    33,334 
     9        15,513      12,514      12,282    33,334   11,021      10,793    33,334 
    10        16,289      12,833      12,833    33,334   11,055      11,055    33,334 

    11        17,103      13,228      13,228    33,334   11,106      11,106    33,334 
    12        17,959      13,636      13,636    33,334   11,127      11,127    33,334 
    13        18,856      14,058      14,058    33,334   11,117      11,117    33,334 
    14        19,799      14,494      14,494    33,334   11,073      11,073    33,334 
    15        20,789      14,944      14,944    33,334   10,988      10,988    33,334 

    16        21,829      15,409      15,409    33,334   10,854      10,854    33,334 
    17        22,920      15,889      15,889    33,334   10,656      10,656    33,334 
    18        24,066      16,385      16,385    33,334   10,375      10,375    33,334 
    19        25,270      16,898      16,898    33,334    9,991       9,991    33,334 
    20        26,533      17,428      17,428    33,334    9,479       9,479    33,334 

    25        33,864      20,353      20,353    33,334    3,955       3,955    33,334 
    35        55,160      27,852      27,852    33,334        0           0         0 

 * THESE  VALUES  REFLECT INVESTMENT  RESULTS  USING CURRENT  COST  OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.         

** THESE VALUES REFLECT  INVESTMENT RESULTS USING  GUARANTEED COST OF  INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.         

    THE  HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN  THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A CONTRACT  WOULD BE  DIFFERENT FROM  THOSE SHOWN  IF ACTUAL  INVESTMENT  RETURN
APPLICABLE  TO  THE  CONTRACT  AVERAGE  6% OVER  A  PERIOD  OF  YEARS,  BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE  DEATH
BENEFIT,  ACCOUNT VALUE AND  CASH SURRENDER VALUE  FOR A CONTRACT  WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO  THE
SEPARATE  ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN  APPLICABLE TO THE CONTRACT  AVERAGED 6%, BUT  VARIED
ABOVE  OR BELOW THAT AVERAGE FOR THE  SEPARATE ACCOUNT. NO REPRESENTATION CAN BE
MADE THAT THIS HYPOTHETICAL RATE OF RETURN  CAN BE ACHIEVED FOR ANY ONE YEAR  OR
SUSTAINED OVER ANY PERIOD OF TIME.                                              

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ITT HARTFORD LIFE AND ANNUITY 
INSURANCE COMPANY 
MODIFIED SINGLE PREMIUM 
VARIABLE LIFE INSURANCE 
SINGLE LIFE OPTION
$10,000 INITIAL PREMIUM 
ISSUE AGE 55 FEMALE 
INITIAL FACE AMOUNT: $33,334
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.75% NET) 

                                                        [Enlarge/Download Table]

                                CURRENT CHARGES*             GUARANTEED CHARGES**     
             PREMIUMS     -----------------------------  -----------------------------
 END OF    ACCUMULATED                CASH                           CASH             
CONTRACT  AT 5% INTEREST  ACCOUNT   SURRENDER    DEATH   ACCOUNT   SURRENDER    DEATH 
  YEAR       PER YEAR      VALUE      VALUE     BENEFIT   VALUE      VALUE     BENEFIT
--------  --------------  -------   ---------   -------  -------   ---------   -------
                                                                                      
     1        10,500       9,665       8,698    33,334    9,558       8,593    33,334 
     2        11,025       9,340       8,404    33,334    9,112       8,179    33,334 
     3        11,576       9,026       8,118    33,334    8,662       7,761    33,334 
     4        12,155       8,721       7,990    33,334    8,209       7,486    33,334 
     5        12,763       8,425       7,720    33,334    7,750       7,053    33,334 

     6        13,401       8,138       7,657    33,334    7,283       6,810    33,334 
     7        14,071       7,860       7,401    33,334    6,803       6,352    33,334 
     8        14,775       7,591       7,353    33,334    6,305       6,073    33,334 
     9        15,513       7,330       7,111    33,334    5,782       5,568    33,334 
    10        16,289       7,076       7,076    33,334    5,230       5,230    33,334 

    11        17,103       6,865       6,865    33,334    4,665       4,665    33,334 
    12        17,959       6,659       6,659    33,334    4,061       4,061    33,334 
    13        18,856       6,459       6,459    33,334    3,419       3,419    33,334 
    14        19,799       6,264       6,264    33,334    2,733       2,733    33,334 
    15        20,789       6,073       6,073    33,334    1,997       1,997    33,334 

    16        21,829       5,888       5,888    33,334    1,200       1,200    33,334 
    17        22,920       5,707       5,707    33,334      324         324    33,334 
    18        24,066       5,531       5,531    33,334        0           0         0 
    19        25,270       5,360       5,360    33,334        0           0         0 
    20        26,533       5,193       5,193    33,334        0           0         0 

    25        33,864       4,420       4,420    33,334        0           0         0 
    35        55,160       3,145       3,145    33,334        0           0         0 

 * THESE  VALUES  REFLECT INVESTMENT  RESULTS  USING CURRENT  COST  OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.         

** THESE VALUES REFLECT  INVESTMENT RESULTS USING  GUARANTEED COST OF  INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.         

    THE  HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN  THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A CONTRACT  WOULD BE  DIFFERENT FROM  THOSE SHOWN  IF ACTUAL  INVESTMENT  RETURN
APPLICABLE  TO  THE  CONTRACT  AVERAGE  0% OVER  A  PERIOD  OF  YEARS,  BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE  DEATH
BENEFIT,  ACCOUNT VALUE AND  CASH SURRENDER VALUE  FOR A CONTRACT  WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO  THE
SEPARATE  ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN  APPLICABLE TO THE CONTRACT  AVERAGED 0%, BUT  VARIED
ABOVE  OR BELOW THAT AVERAGE FOR THE  SEPARATE ACCOUNT. NO REPRESENTATION CAN BE
MADE THAT THIS HYPOTHETICAL RATE OF RETURN  CAN BE ACHIEVED FOR ANY ONE YEAR  OR
SUSTAINED OVER ANY PERIOD OF TIME.                                              

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ITT HARTFORD LIFE AND ANNUITY 
INSURANCE COMPANY 
MODIFIED SINGLE PREMIUM 
VARIABLE LIFE INSURANCE 
SINGLE LIFE OPTION
$10,000 INITIAL PREMIUM 
ISSUE AGE 65 MALE 
INITIAL FACE AMOUNT: $19,380
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.25% NET)

                                                        [Enlarge/Download Table]

                                   CURRENT CHARGES*                GUARANTEED CHARGES**      
             PREMIUMS      --------------------------------  --------------------------------
 END OF     ACCUMULATED                  CASH                              CASH              
CONTRACT  AT 5% INTEREST   ACCOUNT    SURRENDER     DEATH    ACCOUNT    SURRENDER     DEATH  
  YEAR       PER YEAR       VALUE       VALUE      BENEFIT    VALUE       VALUE      BENEFIT 
--------  ---------------  --------   ----------   --------  --------   ----------   --------
                                                                                             
     1         10,500       10,834        9,840      19,380   10,650        9,660      19,380
     2         11,025       11,740       10,755      19,380   11,357       10,380      19,380
     3         11,576       12,724       11,751      19,380   12,131       11,169      19,380
     4         12,155       13,794       12,987      19,380   12,984       12,190      19,380
     5         12,763       14,956       14,169      19,380   13,930       13,156      19,380

     6         13,401       16,219       15,657      19,380   14,986       14,436      19,380
     7         14,071       17,595       17,063      19,883   16,172       15,650      19,380
     8         14,775       19,106       18,810      21,208   17,516       17,228      19,443
     9         15,513       20,760       20,508      22,629   19,027       18,780      20,740
    10         16,289       22,549       22,549      24,578   20,664       20,664      22,524

    11         17,103       24,595       24,595      26,563   22,536       22,536      24,340
    12         17,959       26,837       26,837      28,716   24,587       24,587      26,309
    13         18,856       29,275       29,275      31,325   26,816       26,816      28,693
    14         19,799       31,947       31,947      33,864   29,260       29,260      31,016
    15         20,789       34,856       34,856      36,948   31,916       31,916      33,831

    16         21,829       38,046       38,046      39,949   34,834       34,834      36,576
    17         22,920       41,517       41,517      43,594   38,005       38,005      39,906
    18         24,066       45,308       45,308      47,574   41,447       41,447      43,520
    19         25,270       49,448       49,448      51,921   45,177       45,177      47,436
    20         26,533       53,969       53,969      56,667   49,215       49,215      51,677

    25         33,864       83,837       83,837      88,030   74,965       74,965      78,714
    35         55,160      202,335      202,335     204,358  175,528      175,528     177,284

 * THESE  VALUES  REFLECT INVESTMENT  RESULTS  USING CURRENT  COST  OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.         

** THESE VALUES REFLECT  INVESTMENT RESULTS USING  GUARANTEED COST OF  INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.         

    THE  HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN  THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A CONTRACT  WOULD BE  DIFFERENT FROM  THOSE SHOWN  IF ACTUAL  INVESTMENT  RETURN
APPLICABLE  TO  THE  CONTRACT AVERAGE  12%  OVER  A PERIOD  OF  YEARS,  BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE  DEATH
BENEFIT,  ACCOUNT VALUE AND  CASH SURRENDER VALUE  FOR A CONTRACT  WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO  THE
SEPARATE  ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN APPLICABLE TO  THE CONTRACT AVERAGED 12%, BUT  VARIED
ABOVE  OR BELOW THAT AVERAGE FOR THE  SEPARATE ACCOUNT. NO REPRESENTATION CAN BE
MADE THAT THIS HYPOTHETICAL RATE OF RETURN  CAN BE ACHIEVED FOR ANY ONE YEAR  OR
SUSTAINED OVER ANY PERIOD OF TIME.                                              

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ITT HARTFORD LIFE AND ANNUITY 
INSURANCE COMPANY 
MODIFIED SINGLE PREMIUM 
VARIABLE LIFE INSURANCE 
SINGLE LIFE OPTION
$10,000 INITIAL PREMIUM 
ISSUE AGE 65 MALE 
INITIAL FACE AMOUNT: $19,380
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.25% NET)

                                                        [Enlarge/Download Table]

                                CURRENT CHARGES*             GUARANTEED CHARGES**     
             PREMIUMS     -----------------------------  -----------------------------
 END OF    ACCUMULATED                CASH                           CASH             
CONTRACT  AT 5% INTEREST  ACCOUNT   SURRENDER    DEATH   ACCOUNT   SURRENDER    DEATH 
  YEAR       PER YEAR      VALUE      VALUE     BENEFIT   VALUE      VALUE     BENEFIT
--------  --------------  -------   ---------   -------  -------   ---------   -------
                                                                                      
     1        10,500      10,249       9,269    19,380   10,062       9,086    19,380 
     2        11,025      10,506       9,546    19,380   10,104       9,152    19,380 
     3        11,576      10,769       9,831    19,380   10,123       9,196    19,380 
     4        12,155      11,040      10,275    19,380   10,116       9,364    19,380 
     5        12,763      11,319      10,577    19,380   10,077       9,351    19,380 

     6        13,401      11,605      11,089    19,380   10,002       9,502    19,380 
     7        14,071      11,900      11,411    19,380    9,880       9,406    19,380 
     8        14,775      12,202      11,941    19,380    9,703       9,454    19,380 
     9        15,513      12,514      12,282    19,380    9,455       9,232    19,380 
    10        16,289      12,833      12,833    19,380    9,124       9,124    19,380 

    11        17,103      13,228      13,228    19,380    8,730       8,730    19,380 
    12        17,959      13,636      13,636    19,380    8,217       8,217    19,380 
    13        18,856      14,058      14,058    19,380    7,564       7,564    19,380 
    14        19,799      14,494      14,494    19,380    6,738       6,738    19,380 
    15        20,789      14,944      14,944    19,380    5,699       5,699    19,380 

    16        21,829      15,409      15,409    19,380    4,387       4,387    19,380 
    17        22,920      15,889      15,889    19,380    2,723       2,723    19,380 
    18        24,066      16,385      16,385    19,380      595         595    19,380 
    19        25,270      16,898      16,898    19,380        0           0         0 
    20        26,533      17,428      17,428    19,380        0           0         0 

    25        33,864      20,353      20,353    21,371        0           0         0 
    35        55,160      27,854      27,854    28,133        0           0         0 

 * THESE  VALUES  REFLECT INVESTMENT  RESULTS  USING CURRENT  COST  OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.         

** THESE VALUES REFLECT  INVESTMENT RESULTS USING  GUARANTEED COST OF  INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.         

    THE  HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN  THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A CONTRACT  WOULD BE  DIFFERENT FROM  THOSE SHOWN  IF ACTUAL  INVESTMENT  RETURN
APPLICABLE  TO  THE  CONTRACT  AVERAGE  6% OVER  A  PERIOD  OF  YEARS,  BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE  DEATH
BENEFIT,  ACCOUNT VALUE AND  CASH SURRENDER VALUE  FOR A CONTRACT  WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO  THE
SEPARATE  ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL
RATES OF INVESTMENT RETURN  APPLICABLE TO THE CONTRACT  AVERAGED 6%, BUT  VARIED
ABOVE  OR BELOW THAT AVERAGE FOR THE  SEPARATE ACCOUNT. NO REPRESENTATION CAN BE
MADE THAT THIS HYPOTHETICAL RATE OF RETURN  CAN BE ACHIEVED FOR ANY ONE YEAR  OR
SUSTAINED OVER ANY PERIOD OF TIME.                                              

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ITT HARTFORD LIFE AND ANNUITY 
INSURANCE COMPANY 
MODIFIED SINGLE PREMIUM 
VARIABLE LIFE INSURANCE 
SINGLE LIFE OPTION
$10,000 INITIAL PREMIUM 
ISSUE AGE 65 MALE 
INITIAL FACE AMOUNT: $19,380
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.75% NET) 

                                                                [Download Table]

                               CURRENT CHARGES*          GUARANTEED CHARGES**   
             PREMIUMS     --------------------------  --------------------------
 END OF    ACCUMULATED              CASH                        CASH            
CONTRACT  AT 5% INTEREST  ACCOUNT  SURRENDER  DEATH   ACCOUNT  SURRENDER  DEATH 
  YEAR       PER YEAR     VALUE     VALUE    BENEFIT  VALUE     VALUE    BENEFIT
--------  --------------  ------   -------   -------  ------   -------   -------
                                                                                
     1        10,500      9,665     8,698    19,380   9,475     8,512    19,380 
     2        11,025      9,340     8,404    19,380   8,923     7,994    19,380 
     3        11,576      9,026     8,118    19,380   8,340     7,444    19,380 
     4        12,155      8,721     7,990    19,380   7,720     7,004    19,380 
     5        12,763      8,425     7,720    19,380   7,056     6,368    19,380 

     6        13,401      8,138     7,657    19,380   6,338     5,875    19,380 
     7        14,071      7,869     7,401    19,380   5,553     5,111    19,380 
     8        14,775      7,591     7,353    19,380   4,684     4,461    19,380 
     9        15,513      7,330     7,111    19,380   3,712     3,503    19,380 
    10        16,289      7,076     7,076    19,380   2,616     2,616    19,380 

    11        17,103      6,865     6,865    19,380   1,379     1,379    19,380 
    12        17,959      6,659     6,659    19,380       0         0         0 
    13        18,856      6,459     6,459    19,380       0         0         0 
    14        19,799      6,264     6,264    19,380       0         0         0 
    15        20,789      6,073     6,073    19,380       0         0         0 

    16        21,829      5,888     5,888    19,380       0         0         0 
    17        22,920      5,707     5,707    19,380       0         0         0 
    18        24,066      5,531     5,531    19,380       0         0         0 
    19        25,270      5,360     5,360    19,380       0         0         0 
    20        26,533      5,193     5,193    19,380       0         0         0 

    25        33,864      4,420     4,420    19,380       0         0         0 
    35        55,160      3,145     3,145    19,380       0         0         0 

 * THESE  VALUES  REFLECT INVESTMENT  RESULTS  USING CURRENT  COST  OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.         

** THESE VALUES REFLECT  INVESTMENT RESULTS USING  GUARANTEED COST OF  INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.         

    THE  HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION  OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN  THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE FOR
A CONTRACT  WOULD BE  DIFFERENT FROM  THOSE SHOWN  IF ACTUAL  INVESTMENT  RETURN
APPLICABLE TO THE CONTACT AVERAGE 0% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE  OR BELOW THAT  AVERAGE FOR INDIVIDUAL CONTRACT  YEARS. THE DEATH BENEFIT,
ACCOUNT VALUE AND CASH  SURRENDER VALUE FOR A  CONTRACT WOULD ALSO BE  DIFFERENT
FROM  THOSE SHOWN, DEPENDING ON THE  INVESTMENT ALLOCATIONS MADE TO THE SEPARATE
ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE ACTUAL RATES  OF
INVESTMENT  RETURN APPLICABLE  TO THE CONTACT  AVERAGED 0%, BUT  VARIED ABOVE OR
BELOW THAT AVERAGE FOR THE SEPARATE ACCOUNT. NO REPRESENTATION CAN BE MADE  THAT
THIS  HYPOTHETICAL RATE OF RETURN CAN BE  ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.                                                        

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ITT HARTFORD LIFE AND ANNUITY 
INSURANCE COMPANY 
MODIFIED SINGLE PREMIUM 
VARIABLE LIFE INSURANCE 
LAST SURVIVOR OPTION
$10,000 INITIAL PREMIUM 
ISSUE AGES: 55 MALE / 55 FEMALE 
INITIAL FACE AMOUNT: $44,053
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.25% NET)

                                                        [Enlarge/Download Table]

                                  CURRENT CHARGES*                GUARANTEED CHARGES**      
             PREMIUMS     --------------------------------  --------------------------------
 END OF    ACCUMULATED                  CASH                              CASH              
CONTRACT  AT 5% INTEREST  ACCOUNT    SURRENDER     DEATH    ACCOUNT    SURRENDER     DEATH  
  YEAR       PER YEAR      VALUE       VALUE      BENEFIT    VALUE       VALUE      BENEFIT 
--------  --------------  --------   ----------   --------  --------   ----------   --------
                                                                                            
     1        10,500       10,902        9,906      44,053   10,902        9,906      44,053
     2        11,025       11,882       10,894      44,053   11,882       10,894      44,053
     3        11,576       12,946       11,970      44,053   12,946       11,970      44,053
     4        12,155       14,103       13,292      44,053   14,103       13,292      44,053
     5        12,763       15,360       14,568      44,053   15,360       14,568      44,053

     6        13,401       16,726       16,159      44,053   16,726       16,159      44,053
     7        14,071       18,210       17,674      44,053   18,210       17,674      44,053
     8        14,775       19,825       19,526      44,053   19,822       19,523      44,053
     9        15,513       21,585       21,331      44,053   21,574       21,320      44,053
    10        16,289       23,505       23,505      44,053   23,477       23,477      44,053

    11        17,103       25,727       25,727      44,053   25,652       25,652      44,053
    12        17,959       28,162       28,162      44,053   28,031       28,031      44,053
    13        18,856       30,830       30,830      44,053   30,640       30,640      44,053
    14        19,799       33,755       33,755      44,053   33,507       33,507      44,053
    15        20,789       36,960       36,960      44,053   36,667       36,667      44,053

    16        21,829       40,479       40,479      46,551   40,154       40,154      46,177
    17        22,920       44,337       44,337      50,102   43,981       43,981      49,699
    18        24,066       48,565       48,565      53,908   48,175       48,175      53,475
    19        25,270       53,202       53,202      57,991   52,774       52,774      57,524
    20        26,533       58,305       58,305      63,553   57,828       57,828      63,033

    25        33,864       92,176       92,176      97,707   91,132       91,132      96,600
    35        55,160      230,373      230,373     241,893  219,404      219,404     230,374

 * THESE VALUES  REFLECT  INVESTMENT RESULTS  USING  CURRENT COST  OF  INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.         

** THESE  VALUES REFLECT INVESTMENT  RESULTS USING GUARANTEED  COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.         

    THE HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN  THIS
PROSPECTUS  ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE  FOR
A  CONTRACT  WOULD BE  DIFFERENT FROM  THOSE SHOWN  IF ACTUAL  INVESTMENT RETURN
APPLICABLE TO  THE  CONTRACT  AVERAGE 12%  OVER  A  PERIOD OF  YEARS,  BUT  ALSO
FLUCTUATED  ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE  AND CASH SURRENDER  VALUE FOR A  CONTRACT WOULD ALSO  BE
DIFFERENT  FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE  ACTUAL
RATES  OF INVESTMENT RETURN APPLICABLE TO  THE CONTRACT AVERAGED 12%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR  THE SEPARATE ACCOUNT. NO REPRESENTATION CAN  BE
MADE  THAT THIS HYPOTHETICAL RATE OF RETURN CAN  BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.                                              

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ITT HARTFORD LIFE AND ANNUITY 
INSURANCE COMPANY 
MODIFIED SINGLE PREMIUM 
VARIABLE LIFE INSURANCE 
LAST SURVIVOR OPTION
$10,000 INITIAL PREMIUM 
ISSUE AGES: 55 MALE / 55 FEMALE 
INITIAL FACE AMOUNT: $44,053
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.25% NET)

                                                                [Download Table]

                                CURRENT CHARGES*            GUARANTEED CHARGES**    
             PREMIUMS     ----------------------------  ----------------------------
 END OF    ACCUMULATED                CASH                          CASH            
CONTRACT  AT 5% INTEREST  ACCOUNT   SURRENDER   DEATH   ACCOUNT   SURRENDER   DEATH 
  YEAR       PER YEAR      VALUE     VALUE     BENEFIT   VALUE     VALUE     BENEFIT
--------  --------------  -------   --------   -------  -------   --------   -------
                                                                                    
     1        10,500      10,314      9,332    44,053   10,314      9,332    44,053 
     2        11,025      10,632      9,669    44,053   10,632      9,669    44,053 
     3        11,576      10,954     10,012    44,053   10,954     10,012    44,053 
     4        12,155      11,279     10,509    44,053   11,279     10,509    44,053 
     5        12,763      11,605     10,860    44,053   11,605     10,860    44,053 

     6        13,401      11,941     11,422    44,053   11,931     11,412    44,053 
     7        14,071      12,288     11,796    44,053   12,255     11,763    44,053 
     8        14,775      12,646     12,383    44,053   12,574     12,311    44,053 
     9        15,513      13,015     12,782    44,053   12,885     12,652    44,053 
    10        16,289      13,396     13,396    44,053   13,182     13,182    44,053 

    11        17,103      13,858     13,858    44,053   13,517     13,517    44,053 
    12        17,959      14,337     14,337    44,053   13,834     13,834    44,053 
    13        18,856      14,834     14,834    44,053   14,127     14,127    44,053 
    14        19,799      15,349     15,349    44,053   14,393     14,393    44,053 
    15        20,789      15,883     15,883    44,053   14,624     14,624    44,053 

    16        21,829      16,436     16,436    44,053   14,809     14,809    44,053 
    17        22,920      17,010     17,010    44,053   14,938     14,938    44,053 
    18        24,066      17,606     17,606    44,053   14,991     14,991    44,053 
    19        25,270      18,223     18,223    44,053   14,949     14,949    44,053 
    20        26,533      18,863     18,863    44,053   14,787     14,787    44,053 

    25        33,864      22,433     22,433    44,053   11,078     11,078    44,053 
    35        55,160      31,836     31,836    44,053        0          0         0 

 * THESE VALUES  REFLECT  INVESTMENT RESULTS  USING  CURRENT COST  OF  INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.         

** THESE  VALUES REFLECT INVESTMENT  RESULTS USING GUARANTEED  COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.         

    THE HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN  THIS
PROSPECTUS  ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE  FOR
A  CONTRACT  WOULD BE  DIFFERENT FROM  THOSE SHOWN  IF ACTUAL  INVESTMENT RETURN
APPLICABLE TO  THE  CONTRACT  AVERAGE  6%  OVER A  PERIOD  OF  YEARS,  BUT  ALSO
FLUCTUATED  ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE  AND CASH  SURRENDER VALUE FOR  A CONTACT  WOULD ALSO  BE
DIFFERENT  FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE  ACTUAL
RATES  OF INVESTMENT RETURN  APPLICABLE TO THE CONTRACT  AVERAGED 6%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR  THE SEPARATE ACCOUNT. NO REPRESENTATION CAN  BE
MADE  THAT THIS HYPOTHETICAL RATE OF RETURN CAN  BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.                                              

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ITT HARTFORD LIFE AND ANNUITY 
INSURANCE COMPANY 
MODIFIED SINGLE PREMIUM 
VARIABLE LIFE INSURANCE 
LAST SURVIVOR OPTION
$10,000 INITIAL PREMIUM 
ISSUE AGES: 55 MALE / 55 FEMALE 
INITIAL FACE AMOUNT: $44,053
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.75% NET) 

                                                                [Download Table]

                               CURRENT CHARGES*           GUARANTEED CHARGES**    
             PREMIUMS     ---------------------------  ---------------------------
 END OF    ACCUMULATED               CASH                         CASH            
CONTRACT  AT 5% INTEREST  ACCOUNT  SURRENDER   DEATH   ACCOUNT  SURRENDER   DEATH 
  YEAR       PER YEAR     VALUE     VALUE     BENEFIT  VALUE     VALUE     BENEFIT
--------  --------------  ------   --------   -------  ------   --------   -------
                                                                                  
     1        10,500      9,726      8,757    44,053   9,726      8,757    44,053 
     2        11,025      9,452      8,512    44,053   9,451      8,512    44,053 
     3        11,576      9,177      8,266    44,053   9,177      8,266    44,053 
     4        12,155      8,899      8,166    44,053   8,899      8,166    44,053 
     5        12,763      8,628      7,920    44,053   8,618      7,910    44,053 

     6        13,401      8,365      7,881    44,053   8,331      7,848    44,053 
     7        14,071      8,108      7,647    44,053   8,035      7,575    44,053 
     8        14,775      7,859      7,619    44,053   7,727      7,489    44,053 
     9        15,513      7,616      7,397    44,053   7,403      7,185    44,053 
    10        16,289      7,380      7,380    44,053   7,058      7,058    44,053 

    11        17,103      7,186      7,186    44,053   6,713      6,713    44,053 
    12        17,959      6,996      6,996    44,053   6,334      6,334    44,053 
    13        18,856      6,811      6,811    44,053   5,916      5,916    44,053 
    14        19,799      6,630      6,630    44,053   5,451      5,451    44,053 
    15        20,789      6,453      6,453    44,053   4,932      4,932    44,053 

    16        21,829      6,280      6,280    44,053   4,345      4,345    44,053 
    17        22,920      6,110      6,110    44,053   3,673      3,673    44,053 
    18        24,066      5,945      5,945    44,053   2,896      2,896    44,053 
    19        25,270      5,783      5,783    44,053   1,985      1,985    44,053 
    20        26,533      5,625      5,625    44,053     910        910    44,053 

    25        33,864      4,885      4,885    44,053       0          0         0 
    35        55,160      3,633      3,633    44,053       0          0         0 

 * THESE VALUES  REFLECT  INVESTMENT RESULTS  USING  CURRENT COST  OF  INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.         

** THESE  VALUES REFLECT INVESTMENT  RESULTS USING GUARANTEED  COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.         

    THE HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN  THIS
PROSPECTUS  ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE  FOR
A  CONTRACT  WOULD BE  DIFFERENT FROM  THOSE SHOWN  IF ACTUAL  INVESTMENT RETURN
APPLICABLE TO  THE  CONTRACT  AVERAGE  0%  OVER A  PERIOD  OF  YEARS,  BUT  ALSO
FLUCTUATED  ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE  AND CASH SURRENDER  VALUE FOR A  CONTRACT WOULD ALSO  BE
DIFFERENT  FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE  ACTUAL
RATES  OF INVESTMENT RETURN  APPLICABLE TO THE CONTRACT  AVERAGED 0%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR  THE SEPARATE ACCOUNT. NO REPRESENTATION CAN  BE
MADE  THAT THIS HYPOTHETICAL RATE OF RETURN CAN  BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.                                              

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ITT HARTFORD LIFE AND ANNUITY 
INSURANCE COMPANY 
MODIFIED SINGLE PREMIUM 
VARIABLE LIFE INSURANCE 
LAST SURVIVOR OPTION
$10,000 INITIAL PREMIUM 
ISSUE AGES: 65 MALE / 65 FEMALE 
INITIAL FACE AMOUNT: $27,778
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.25% NET)

                                                        [Enlarge/Download Table]

                                 CURRENT CHARGES*               GUARANTEED CHARGES**      
             PREMIUMS     -------------------------------  -------------------------------
 END OF    ACCUMULATED                 CASH                             CASH              
CONTRACT  AT 5% INTEREST  ACCOUNT    SURRENDER    DEATH    ACCOUNT    SURRENDER    DEATH  
  YEAR       PER YEAR      VALUE       VALUE     BENEFIT    VALUE       VALUE     BENEFIT 
--------  --------------  --------   ---------   --------  --------   ---------   --------
                                                                                          
     1        10,500       10,897       9,902      27,778   10,897       9,902      27,778
     2        11,025       11,862      10,875      27,778   11,862      10,875      27,778
     3        11,576       12,903      11,927      27,778   12,902      11,926      27,778
     4        12,155       14,037      13,227      27,778   14,021      13,211      27,778
     5        12,763       15,274      14,483      27,778   15,229      14,439      27,778

     6        13,401       16,623      16,057      27,778   16,535      15,969      27,778
     7        14,071       18,094      17,558      27,778   17,948      17,413      27,778
     8        14,775       19,698      19,399      27,778   19,482      19,185      27,778
     9        15,513       21,447      21,193      27,778   21,155      20,902      27,778
    10        16,289       23,354      23,354      27,778   22,988      22,988      27,778

    11        17,103       25,561      25,561      27,778   25,115      25,115      27,778
    12        17,959       27,981      27,981      29,940   27,485      27,485      29,409
    13        18,856       30,632      30,632      32,776   30,076      30,076      32,182
    14        19,799       33,537      33,537      35,550   32,914      32,914      34,889
    15        20,789       36,721      36,721      38,925   36,007      36,007      38,168

    16        21,829       40,211      40,211      42,222   39,396      39,396      41,367
    17        22,920       44,035      44,035      46,238   43,088      43,088      45,243
    18        24,066       48,227      48,227      50,639   47,104      47,104      49,460
    19        25,270       52,820      52,820      55,462   51,466      51,466      54,040
    20        26,533       57,887      57,887      60,782   56,231      56,231      59,043

    25        33,864       91,514      91,514      96,090   86,546      86,546      90,874
    35        55,160      228,720     228,720     231,007  203,577     203,577     205,613

 * THESE VALUES  REFLECT  INVESTMENT RESULTS  USING  CURRENT COST  OF  INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.         

** THESE  VALUES REFLECT INVESTMENT  RESULTS USING GUARANTEED  COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.         

    THE HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN  THIS
PROSPECTUS  ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE  FOR
A  CONTRACT  WOULD BE  DIFFERENT FROM  THOSE SHOWN  IF ACTUAL  INVESTMENT RETURN
APPLICABLE TO  THE  CONTRACT  AVERAGE 12%  OVER  A  PERIOD OF  YEARS,  BUT  ALSO
FLUCTUATED  ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE  AND CASH SURRENDER  VALUE FOR A  CONTRACT WOULD ALSO  BE
DIFFERENT  FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE  ACTUAL
RATES  OF INVESTMENT RETURN  APPLICABLE TO THE CONTACT  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.                                              

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ITT HARTFORD LIFE AND ANNUITY 
INSURANCE COMPANY 
MODIFIED SINGLE PREMIUM 
VARIABLE LIFE INSURANCE 
LAST SURVIVOR OPTION
$10,000 INITIAL PREMIUM 
ISSUE AGES: 65 MALE / 65 FEMALE 
INITIAL FACE AMOUNT: $27,778
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.25% NET)

                                                        [Enlarge/Download Table]

                                CURRENT CHARGES*             GUARANTEED CHARGES**     
             PREMIUMS     -----------------------------  -----------------------------
 END OF    ACCUMULATED                CASH                           CASH             
CONTRACT  AT 5% INTEREST  ACCOUNT   SURRENDER    DEATH   ACCOUNT   SURRENDER    DEATH 
  YEAR       PER YEAR      VALUE      VALUE     BENEFIT   VALUE      VALUE     BENEFIT
--------  --------------  -------   ---------   -------  -------   ---------   -------
                                                                                      
     1        10,500      10,309       9,327    27,778   10,309       9,327    27,778 
     2        11,025      10,612       9,650    27,778   10,612       9,650    27,778 
     3        11,576      10,917       9,976    27,778   10,907       9,967    27,778 
     4        12,155      11,232      10,463    27,778   11,191      10,423    27,778 
     5        12,763      11,556      10,812    27,778   11,460      10,717    27,778 

     6        13,401      11,891      11,372    27,778   11,710      11,193    27,778 
     7        14,071      12,236      11,744    27,778   11,935      11,445    27,778 
     8        14,775      12,592      12,329    27,778   12,126      11,866    27,778 
     9        15,513      12,960      12,727    27,778   12,275      12,045    27,778 
    10        16,289      13,339      13,339    27,778   12,370      12,370    27,778 

    11        17,103      13,799      13,799    27,778   12,451      12,451    27,778 
    12        17,959      14,276      14,276    27,778   12,455      12,455    27,778 
    13        18,856      14,770      14,770    27,778   12,368      12,368    27,778 
    14        19,799      15,283      15,283    27,778   12,172      12,172    27,778 
    15        20,789      15,815      15,815    27,778   11,843      11,843    27,778 

    16        21,829      16,366      16,366    27,778   11,347      11,347    27,778 
    17        22,920      16,937      16,937    27,778   10,641      10,641    27,778 
    18        24,066      17,530      17,530    27,778    9,661       9,661    27,778 
    19        25,270      18,144      18,144    27,778    8,326       8,326    27,778 
    20        26,533      18,781      18,781    27,778    6,527       6,527    27,778 

    25        33,864      22,335      22,335    27,778        0           0         0 
    35        55,160      31,696      31,696    32,014        0           0         0 

 * THESE VALUES  REFLECT  INVESTMENT RESULTS  USING  CURRENT COST  OF  INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.         

** THESE  VALUES REFLECT INVESTMENT  RESULTS USING GUARANTEED  COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.         

    THE HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN  THIS
PROSPECTUS  ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE  FOR
A  CONTRACT  WOULD BE  DIFFERENT FROM  THOSE SHOWN  IF ACTUAL  INVESTMENT RETURN
APPLICABLE TO  THE  CONTRACT  AVERAGE  6%  OVER A  PERIOD  OF  YEARS,  BUT  ALSO
FLUCTUATED  ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE  AND CASH SURRENDER  VALUE FOR A  CONTRACT WOULD ALSO  BE
DIFFERENT  FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE  ACTUAL
RATES  OF INVESTMENT RETURN  APPLICABLE TO THE CONTRACT  AVERAGED 6%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR  THE SEPARATE ACCOUNT. NO REPRESENTATION CAN  BE
MADE  THAT THIS HYPOTHETICAL RATE OF RETURN CAN  BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.                                              

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ITT HARTFORD LIFE AND ANNUITY 
INSURANCE COMPANY 
MODIFIED SINGLE PREMIUM 
VARIABLE LIFE INSURANCE 
LAST SURVIVOR OPTION
$10,000 INITIAL PREMIUM 
ISSUE AGES: 65 MALE / 65 FEMALE 
INITIAL FACE AMOUNT: $27,778
ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.75% NET) 

                                                                [Download Table]

                               CURRENT CHARGES*          GUARANTEED CHARGES**   
             PREMIUMS     --------------------------  --------------------------
 END OF    ACCUMULATED              CASH                        CASH            
CONTRACT  AT 5% INTEREST  ACCOUNT  SURRENDER  DEATH   ACCOUNT  SURRENDER  DEATH 
  YEAR       PER YEAR     VALUE     VALUE    BENEFIT  VALUE     VALUE    BENEFIT
--------  --------------  ------   -------   -------  ------   -------   -------
                                                                                
     1        10,500      9,721     8,752    27,778   9,721     8,752    27,778 
     2        11,025      9,432     8,493    27,778   9,432     8,493    27,778 
     3        11,576      9,147     8,236    27,778   9,129     8,220    27,778 
     4        12,155      8,869     8,136    27,778   8,809     8,077    27,778 
     5        12,763      8,599     7,891    27,778   8,466     7,760    27,778 

     6        13,401      8,336     7,852    27,778   8,095     7,614    27,778 
     7        14,071      8,080     7,619    27,778   7,687     7,230    27,778 
     8        14,775      7,831     7,592    27,778   7,232     6,996    27,778 
     9        15,513      7,589     7,370    27,778   6,716     6,499    27,778 
    10        16,289      7,354     7,354    27,778   6,122     6,122    27,778 

    11        17,103      7,161     7,161    27,778   5,457     5,457    27,778 
    12        17,959      6,972     6,972    27,778   4,673     4,673    27,778 
    13        18,856      6,787     6,787    27,778   3,747     3,747    27,778 
    14        19,799      6,606     6,606    27,778   2,652     2,652    27,778 
    15        20,789      6,430     6,430    27,778   1,349     1,349    27,778 

    16        21,829      6,257     6,257    27,778       0         0         0 
    17        22,920      6,088     6,088    27,778       0         0         0 
    18        24,066      5,923     5,923    27,778       0         0         0 
    19        25,270      5,762     5,762    27,778       0         0         0 
    20        26,533      5,604     5,604    27,778       0         0         0 

    25        33,864      4,866     4,866    27,778       0         0         0 
    35        55,160      3,619     3,619    27,778       0         0         0 

 * THESE VALUES  REFLECT  INVESTMENT RESULTS  USING  CURRENT COST  OF  INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.         

** THESE  VALUES REFLECT INVESTMENT  RESULTS USING GUARANTEED  COST OF INSURANCE
RATES, ADMINISTRATIVE FEES, AND MORTALITY AND EXPENSE RISK RATES.         

    THE HYPOTHETICAL  INVESTMENT  RESULTS  SHOWN ABOVE  AND  ELSEWHERE  IN  THIS
PROSPECTUS  ARE ILLUSTRATIVE ONLY  AND SHOULD NOT BE  DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RESULTS. ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS
THAN THOSE SHOWN. THE DEATH BENEFIT, ACCOUNT VALUE AND CASH SURRENDER VALUE  FOR
A  CONTRACT  WOULD BE  DIFFERENT FROM  THOSE SHOWN  IF ACTUAL  INVESTMENT RETURN
APPLICABLE TO  THE  CONTRACT  AVERAGE  0%  OVER A  PERIOD  OF  YEARS,  BUT  ALSO
FLUCTUATED  ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL CONTRACT YEARS. THE DEATH
BENEFIT, ACCOUNT VALUE  AND CASH SURRENDER  VALUE FOR A  CONTRACT WOULD ALSO  BE
DIFFERENT  FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE RATES OF RETURN OF THE SEPARATE ACCOUNT IF THE  ACTUAL
RATES  OF INVESTMENT RETURN  APPLICABLE TO THE CONTRACT  AVERAGED 0%, BUT VARIED
ABOVE OR BELOW THAT AVERAGE FOR  THE SEPARATE ACCOUNT. NO REPRESENTATION CAN  BE
MADE  THAT THIS HYPOTHETICAL RATE OF RETURN CAN  BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.                                              

44

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 PART I. FINANCIAL INFORMATION

Item 1.                                                                         

FINANCIAL STATEMENTS

The following unaudited financial statements, reflect, in the opinion of        
management, all normal recurring adjustments necessary to present fairly the    
financial position, the results of operations and the cash flows for the        
periods presented.  Certain reclassifications of prior year results were made   
to conform to current presentation.  Interim results are not indicative of      
the results which may be expected for any other interim period or the full      
year.  Certain of the statements contained herein (other than statements of     
historical fact) are forward-looking statements.  Forward looking statements    
are made based upon management's expectations and belief concerning future      
developments and their potential effect upon Hartford Life Insurance Company    
("Hartford Life").  There can be no assurance that future developments will     
be in accordance with management's expectaton or that the effect of future      
developments on Hartford Life will be those anticipated by management.          
Actual results could differ materially from those expected by Hartford Life,    
depending on the outcome of certain factors, including those described with     
the forward-looking statements.  For a description of accounting policies,      
see Notes to Consolidated Financial Statements in the 1995 Form 10-K.           

HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF INCOME
 (in millions)

                                                        [Enlarge/Download Table]

                                                           Quarter Ended            Nine Months Ended   
                                                           September 30,               September 30,    
                                                           -------------               -------------    
                                                        1996           1995         1996           1995 
                                                        ----           ----         ----           ---- 
                                                            (unaudited)                 (unaudited)     
REVENUES                                                                                                
                                                                                                        
Premiums and other considerations                 $      319     $      385   $    1,262     $    1,105 
Net investment income                                    355            357        1,006          1,032 
Net realized losses on investments                      (202)            (4)        (203)           (10)
                                                  ----------     ----------   ----------     ---------- 
    TOTAL REVENUES                                       472            738        2,065          2,127 
                                                  ----------     ----------   ----------     ---------- 

BENEFITS, CLAIMS AND EXPENSES                                                                           

Benefits, claims and claim adjustment expenses           447            446        1,235          1,162 
Amortization of deferred policy acquisition costs         68             48          197            140 
Dividends to policyholders                                63            152          410            449 
Other insurance expenses                                  58             47          256            240 
                                                  ----------     ----------   ----------     ---------- 
    TOTAL BENEFITS, CLAIMS AND EXPENSES                  636            693        2,098          1,991 
                                                  ----------     ----------   ----------     ---------- 

INCOME (LOSS) BEFORE INCOME TAX                         (164)            45          (33)           136 

Income tax expense (benefit)                             (58)            15          (13)            45 
                                                  ----------     ----------   ----------     ---------- 

NET INCOME (LOSS)                                 $     (106)    $       30   $      (20)    $       91 
                                                  ----------     ----------   ----------     ---------- 
                                                  ----------     ----------   ----------     ---------- 

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HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
 CONSOLIDATED BALANCE SHEETS
 (in millions except share data)

                                                        [Enlarge/Download Table]

                                                           September 30,  December 31, 
                                                              1996           1995      
                                                              ----           ----      
                                                           (unaudited)                 
               ASSETS                                                                  
                                                                                       
Investments:                                                                           
 Fixed maturities, available for sale, at fair value         $   13,309     $   14,400 
 Equity securities, at fair value                                   133             63 
 Mortgage loans, at outstanding balance                              45            265 
 Policy loans, at outstanding balance                             3,898          3,381 
 Other investments, at cost                                          81            156 
                                                             ----------     ---------- 
    Total investments                                            17,466         18,265 

Cash                                                                 52             46 
Premiums and amounts receivable                                     178            165 
Reinsurance recoverable                                           6,658          6,221 
Accrued investment income                                           394            394 
Deferred policy acquisition costs                                 2,587          2,188 
Deferred income tax                                                 611            420 
Other assets                                                        210            234 
Separate account assets                                          45,540         36,264 
                                                             ----------     ---------- 
    TOTAL ASSETS                                             $   73,696     $   64,197 
                                                             ----------     ---------- 
                                                             ----------     ---------- 

     LIABILITIES AND STOCKHOLDER'S EQUITY                                              

Future policy benefits                                       $    2,651     $    2,373 
Other policyholder funds                                         22,415         22,598 
Other liabilities                                                 1,346          1,233 
Separate account liabilities                                     45,540         36,264 
                                                             ----------     ---------- 
    TOTAL LIABILITIES                                            71,952         62,468 
                                                             ----------     ---------- 

Common stock - authorized 1,000 shares, $5,690 par value,                              
  issued and outstanding 1,000 shares                                 6              6 
Additional paid-in capital                                        1,045          1,007 
Unrealized loss on investments, net of tax                          (60)           (57)
Retained earnings                                                   753            773 
                                                             ----------     ---------- 
    TOTAL STOCKHOLDERS' EQUITY                                    1,744          1,729 
                                                             ----------     ---------- 
      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY             $   73,696     $   64,197 
                                                             ----------     ---------- 
                                                             ----------     ---------- 

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HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (in millions)

                                                                [Download Table]

                                                                  Nine Months      
                                                              Ended September 30,  
                                                              -------------------  
                                                              1996           1995  
                                                              ----           ----  
                                                                  (unaudited)      

OPERATING ACTIVITIES:                                                              
                                                                                   
Net (loss) income                                        $      (20)    $       91 
Adjustments to net (loss) income:                                                  
 Realized losses on investments                                 203             10 
 Net policyholder investment gains                               (2)            (3)
 Net increase in deferred policy acquisition costs             (399)          (257)
 Net amortization of premium on fixed maturities                  6             15 
 Deferred income tax benefit                                   (188)          (128)
 Decrease (increase) in premiums and amounts receivable          75           (168)
 Decrease (increase) in other assets                             15           (102)
 Increase in reinsurance recoverable                           (254)           (61)
 Increase in liability for future policy benefits               278            434 
 Increase in other liabilities                                  116            261 
 Increase in accrued investment income                            0            (36)
                                                         ----------     ---------- 
CASH (USED FOR) PROVIDED BY OPERATING ACTIVITIES               (170)            56 
                                                         ----------     ---------- 

INVESTING ACTIVITIES:                                                              
Purchases of fixed maturities investments                    (4,111)        (3,752)
Proceeds from sales of fixed maturities investments           2,450          3,211 
Maturities and principal paydowns of fixed maturities                              
investments                                                   2,124          1,078 
Net purchases of other investments                             (337)        (1,931)
Net sales (purchases) of short-term investments                 328           (184)
                                                         ----------     ---------- 
CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES                454         (1,578)
                                                         ----------     ---------- 

FINANCING ACTIVITIES:                                                              
Net (disbursements for) receipts from investment and                               
universal life-type contracts (charged from) credited                              
to policyholder account                                        (316)         1,525 

Capital contribution                                             38              0 
                                                         ----------     ---------- 
CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES               (278)         1,525 
                                                         ----------     ---------- 

NET INCREASE IN CASH                                              6              3 
Cash at beginning of period                                      46             20 
                                                         ----------     ---------- 
CASH AT END OF PERIOD                                    $       52     $       23 
                                                         ----------     ---------- 
                                                         ----------     ---------- 

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2. MANAGEMENT'S NARRATIVE ANALYSIS OF 
 RESULTS OF OPERATIONS
 (In Millions)

 QUARTER AND NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995

INDIVIDUAL LIFE AND ANNUITY DIVISION (ILAD)                                     

                                                        [Enlarge/Download Table]

-------------------------------------------------------------------------------------
                                       Quarter Ended              Nine Months Ended  
                                       September 30,                 September 30,   
                                    1996           1995           1996           1995
                                  ------         ------         ------         ------
                                                                                     
Revenues                          $  322         $  205         $  846         $  612
Expenses                             258            168            688            508
                                  ------         ------         ------         ------
NET INCOME                        $   64         $   37         $  158         $  104
                                  ------         ------         ------         ------
                                  ------         ------         ------         ------
-------------------------------------------------------------------------------------

The premiums, investment income, management and maintenance fees and cost of    
insurance associated with this growing asset base continue to be the source     
of ILAD's increased revenues, an increase over prior year of 57% and 38% for    
the third quarter and nine months ended respectively. New deposits of fixed     
and variable annuities for the nine months ended September 30, 1996 were        
approximately $7.4 billion, but are not reported as revenues. Net income, up    
73% and 52% for the third quarter and nine months ended respectively,           
continues to grow as earnings are generated from an existing asset base.        
Revenue, new deposit, and net income increases are all indicative of strong,    
stable growth.                                                                  

ASSET MANAGEMENT SERVICES  (AMS)                                                

                                                        [Enlarge/Download Table]

-------------------------------------------------------------------------------------
                                       Quarter Ended               Nine Months Ended 
                                       September 30,                 September 30,   
                                    1996           1995           1996           1995
                                  ------         ------         ------         ------
                                                                                     
Revenues                          $  100         $   96         $  300         $  292
Expenses                              95             93            287            280
                                  ------         ------         ------         ------
NET INCOME                        $    5         $    3         $   13         $   12
                                  ------         ------         ------         ------
                                  ------         ------         ------         ------
-------------------------------------------------------------------------------------

Continuing to be an industry leader in deferred compensation products,          
revenues in this segment increased 4% and 2% over prior year for the third      
quarter and nine months ended, respectively.  Included in 1995 results is a     
one time benefit of approximately $2 million.  Excluding this benefit, net      
income rose 30% over prior year for the nine months ended.  AMS is currently    
engaged in a restructuring process that is anticipated to result in new         
product development as well as expense reductions.                              

SPECIALTY                                                                       

                                                        [Enlarge/Download Table]

-------------------------------------------------------------------------------------
                                       Quarter Ended              Nine Months Ended  
                                       September 30,                 September 30,   
                                    1996           1995           1996           1995
                                  ------         ------         ------         ------
                                                                                     
Revenues                          $  223         $  358         $  976         $  951
Expenses                             215            351            954            933
                                  ------         ------         ------         ------
NET INCOME                        $    8         $    7         $   22         $   18
                                  ------         ------         ------         ------
                                  ------         ------         ------         ------
-------------------------------------------------------------------------------------

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Net income for the nine months ended is attributable to net investment income   
and other revenues on the existing block of coporate owned life insurance       
(COLI) business.  Net income in the Specialty segment held steady in the        
third quarter as compared to the same period last year, however, revenues       
decreased.  As mentioned in the second quarter, Congress passed COLI            
legislation which provides for a three year phase-out of the interest           
deduction on loans taken against COLI policies. In anticipation of              
unfavorable tax legislation, there were no new deposits of leveraged COLI,      
but new products, such as variable COLI and other non-qualified deferred        
compensation vehicles, and new international ventures have been and continue    
to be developed to mitigate lost earnings due to leveraged COLI.                

RUNOFF                                                                          

                      Quarter Ended              Nine Months Ended
                     September 30,                 September 30,
                     1996           1995           1996           1995
                   ------         ------         ------         ------

Revenues                $ (173)        $   79         $  (57)        $  272     
Expenses                    10             96            156            315     
                   ------         ------         ------         ------
NET LOSS                $ (183)        $  (17)        $ (213)        $  (43)    
                   ------         ------         ------         ------
                   ------         ------         ------         ------

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

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

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

With the initiation of the hedge transactions, which eliminated the             
possibility that the fair value of the Closed Book GRC investments would        
recover to their current amortized cost, an other than temporary impairment     
loss of $82 million after tax was determined to have occurred and was           
recorded in September 1996. Also, during the third quarter of 1996, Closed      
Book GRC had asset sales resulting in proceeds of approximately $500  and a     
realized loss of $55 after tax.  The asset sales were the result of current     
liquidity needs in addition to taking advantage of favorable market             
conditions for certain securities.  Other charges of $32 after tax were also    
incurred in the third quarter.                                                  

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

FINANCIAL RATINGS                                                               

The following table summarizes ITT Hartford's significant U.S. member companies'
financial ratings from the major independent rating organizations as of         
September 30, 1996:                                                             

                           Duff &   Standard
                           A.M. Best   Phelps   & Poor's     Moody's
                            ------------------------------------------
Hartford Fire                       A+         AA        AA          Aa2        
Hartford Life                       A+         AA+       AA          Aa2        
Hartford Life and Accident          A+         AA+       AA       Not Rated     
ITT Hartford Life and Annuity       A+         AA+       AA       Not Rated     

On September 24, 1996, Standard & Poor's announced that it had reduced the      
claims-paying ability ratings of the ITT Hartford group of companies (ITT       
Hartford), including Hartford Life Insurance Company, from AA+ to AA. In        
announcing the rating change, Standard and Poor's said that the action was based
primarily on increased concern with the overall strength of ITT Hartford's      
consolidated capital, partially offset by superior business position within the 
markets that ITT Hartford operates. It noted that the rating action assumed     
continued significant capital raising initiatives by ITT Hartford over the next 
year and said that these initiatives, in combination with continued improvement 
in operating earnings, excluding any unusual charges, should allow ITT Hartford 
to improve it's overall capital position.                                       

On October 18, 1996, Moody's Investors Service announced that it was reviewing  
for possible downgrade various ratings of ITT Hartford and its subsidiaries,    
including the financial strength ratings of ITT Hartford's insurance            
subsidiaries. Moody's stated that the reveiw was prompted by ITT Hartford's     
announcement that it was taking the charges related to its environmental and    
asbestos reserves and Closed Book GRC, and that its review would focus on ITT   
Hartford's exposure to asbestos and environmental losses, its appetite for      
financial leverage and its strategic complexion over the intermediate term.     

Financial ratings from A.M. Best and Duff & Phelps were reaffirmed for ITT      
Hartford's significant U.S. member companies as of October 18, 1996.            

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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.                                             

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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                                                                

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ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY 
STATUTORY STATEMENTS OF INCOME

                                                        [Enlarge/Download Table]

                                                                                FOR THE YEARS ENDED DECEMBER 31,       
                                                                           ------------------------------------------- 
                                                                               1995           1994           1993      
                                                                           -------------  -------------  ------------- 
                                                                                                                       
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)
                                                                           -------------  -------------  ------------- 
                                                                           -------------  -------------  ------------- 

The accompanying notes are an integral part of these financial statements 

49

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ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY 
STATUTORY BALANCE SHEETS

                                                        [Enlarge/Download Table]

                                                                                                AS OF DECEMBER 31,      
                                                                                           ---------------------------- 
                                                                                               1995           1994      
                                                                                           -------------  ------------- 
                                                                                                                        
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 
                                                                                           -------------  ------------- 
                                                                                           -------------  ------------- 

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

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

                                                        [Enlarge/Download Table]

                                                                                     FOR THE YEARS ENDED DECEMBER 31,  
                                                                                    ---------------------------------- 
                                                                                       1995        1994        1993    
                                                                                    -----------  ---------  ---------- 
                                                                                                                       
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 
                                                                                    -----------  ---------  ---------- 
                                                                                    -----------  ---------  ---------- 

The accompanying notes are an integral part of these financial statements 

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ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY 
STATUTORY STATEMENTS OF CASH FLOW 
($000)

                                                        [Enlarge/Download Table]

                                                                                FOR THE YEARS ENDED DECEMBER 31,      
                                                                           -------------------------------------------
                                                                               1995           1994           1993     
                                                                           -------------  -------------  -------------
                                                                                                                      
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
                                                                           -------------  -------------  -------------
                                                                           -------------  -------------  -------------

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

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ITT Hartford Life and Annuity Insurance Company                               51
--------------------------------------------------------------------------------

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;                                              

    (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;      

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52                               ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
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    (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:                                                          

                                                        [Enlarge/Download Table]

                                                                                                  1995         1994     
                                                                                               -----------  ----------- 
                                                                                                                        
GAAP Net Income:.............................................................................. $    38,821  $    23,295 
  Amortization and deferral of policy acquisition costs.......................................    (174,341)    (117,863)
  Benefit reserve adjustment..................................................................      31,392       30,912 
  Deferred taxes..............................................................................       2,801       (9,267)
  Separate accounts...........................................................................     146,635       75,941 
  Coinsurance.................................................................................           0        3,472 
  Other, net..................................................................................      (2,450)      (4,451)
  Statutory Net Income (Loss)................................................................. $    42,858  $     2,039 
GAAP Capital and Surplus...................................................................... $   455,541  $   199,785 
  Deferred policy acquisition costs...........................................................    (596,542)    (422,201)
  Benefit reserve adjustment..................................................................      74,782       85,191 
  Deferred taxes..............................................................................       1,493       13,257 
  Separate accounts...........................................................................     333,123      186,488 
  Asset valuation reserve.....................................................................      (8,010)      (2,422)
  Coinsurance.................................................................................           0            0 
  Unrealized gain (loss) on bonds.............................................................      (1,696)      21,918 
  Adjustment relating to Lyndon contribution..................................................     (41,277)           0 
  Other, net..................................................................................      20,920        9,269 
  Statutory Capital and Surplus............................................................... $   238,334  $    91,285 


                                                                                                  1993                  
                                                                                               -----------              
                                                                                                                        
GAAP Net Income:.............................................................................. $     6,071              
  Amortization and deferral of policy acquisition costs.......................................    (147,700)             
  Benefit reserve adjustment..................................................................      14,059              
  Deferred taxes..............................................................................      (7,123)             
  Separate accounts...........................................................................     110,547              
  Coinsurance.................................................................................      11,578              
  Other, net..................................................................................       1,221              
  Statutory Net Income (Loss)................................................................. $   (11,347)             
GAAP Capital and Surplus...................................................................... $   198,408              
  Deferred policy acquisition costs...........................................................    (304,338)             
  Benefit reserve adjustment..................................................................      43,621              
  Deferred taxes..............................................................................      13,706              
  Separate accounts...........................................................................     110,547              
  Asset valuation reserve.....................................................................      (1,066)             
  Coinsurance.................................................................................      22,642              
  Unrealized gain (loss) on bonds.............................................................           0              
  Adjustment relating to Lyndon contribution..................................................           0              
  Other, net..................................................................................       5,173              
  Statutory Capital and Surplus............................................................... $    88,693              

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.                                    

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ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                               53
--------------------------------------------------------------------------------

    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 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                                 

                                                                [Download Table]

                          1995       1994       1993   
                        ---------  ---------  ---------
                                                       
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
                        ---------  ---------  ---------
                        ---------  ---------  ---------

(B) UNREALIZED GAINS (LOSSES) ON COMMON STOCKS                          

                                                                [Download Table]

                               1995       1994       1993   
                             ---------  ---------  ---------
                                                            
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
                             ---------  ---------  ---------
                             ---------  ---------  ---------

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

                                                                [Download Table]

                         1995        1994       1993    
                      ----------  ----------  --------- 
                                                        
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 
                      ----------  ----------  --------- 
                      ----------  ----------  --------- 

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

                                                                [Download Table]

                              1995       1994       1993    
                            ---------  ---------  --------- 
                                                            
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 
                            ---------  ---------  --------- 
                            ---------  ---------  --------- 

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54                               ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
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(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                      

                                                        [Enlarge/Download Table]

                                                                                                   1995                 
                                                                                  --------------------------------------
                                                                                                   GROSS        GROSS   
                                                                                   AMORTIZED    UNREALIZED   UNREALIZED 
                                                                                      COST         GAINS       LOSSES   
                                                                                  ------------  -----------  -----------
                                                                                                                        
U.S. government and government agencies and authorities:                                                                
  -- guaranteed and sponsored.................................................... $     44,268   $      14    $    (248)
  -- guaranteed and sponsored -- asset backed....................................      176,160       4,644         (682)
States, municipalities and political subdivisions................................       16,948          38           (6)
International governments........................................................        5,402         441            0 
Public utilities.................................................................      108,083       1,652          (90)
All other corporate..............................................................      374,058       8,145         (248)
All other corporate -- asset backed..............................................      410,197       5,841          (89)
Short-term investments...........................................................      139,011          18            0 
Certificates of deposit..........................................................       91,373       1,458          (11)
                                                                                  ------------  -----------  -----------
    Total........................................................................ $  1,365,500   $  22,251    $  (1,374)
                                                                                  ------------  -----------  -----------
                                                                                  ------------  -----------  -----------



                                                                                      FAIR                              
                                                                                     VALUE                              
                                                                                  ------------                          
                                                                                                                        
U.S. government and government agencies and authorities:                                                                
  -- guaranteed and sponsored.................................................... $     44,034                          
  -- guaranteed and sponsored -- asset backed....................................      180,122                          
States, municipalities and political subdivisions................................       16,980                          
International governments........................................................        5,843                          
Public utilities.................................................................      109,645                          
All other corporate..............................................................      381,955                          
All other corporate -- asset backed..............................................      415,949                          
Short-term investments...........................................................      139,029                          
Certificates of deposit..........................................................       92,820                          
                                                                                  ------------                          
    Total........................................................................ $  1,386,377                          
                                                                                  ------------                          
                                                                                  ------------                          

                                                        [Enlarge/Download Table]

                                                                                                    1995                      
                                                                              ------------------------------------------------
                                                                                              GROSS        GROSS              
                                                                               AMORTIZED   UNREALIZED   UNREALIZED     FAIR   
                                                                                 COST         GAINS       LOSSES       VALUE  
                                                                              -----------  -----------  -----------  ---------
                                                                                                                              
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
                                                                              -----------  -----------  -----------  ---------
                                                                              -----------  -----------  -----------  ---------

                                                        [Enlarge/Download Table]

                                                                                                   1994                       
                                                                            --------------------------------------------------
                                                                                            GROSS         GROSS               
                                                                            AMORTIZED    UNREALIZED    UNREALIZED      FAIR   
                                                                               COST         GAINS        LOSSES       VALUE   
                                                                            ----------  -------------  -----------  ----------
                                                                                                                              
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
                                                                            ----------        -----    -----------  ----------
                                                                            ----------        -----    -----------  ----------

                                                        [Enlarge/Download Table]

                                                                                                       1994                        
                                                                               ----------------------------------------------------
                                                                                                GROSS          GROSS               
                                                                                AMORTIZED    UNREALIZED     UNREALIZED      FAIR   
                                                                                  COST          GAINS         LOSSES        VALUE  
                                                                               -----------  -------------  -------------  ---------
                                                                                                                                   
Common Stock -- Unaffiliated..................................................  $   2,260     $      75      $     (60)   $   2,275

    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                         

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ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                               55
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over the  remaining life  of  the securities.  Expected maturities  differ  from
contractual  maturities  reflecting borrowers'  rights to  call or  prepay their
obligations.                                                                    

                                                                [Download Table]

                                       AMORTIZED     ESTIMATED  
MATURITY                                  COST       FAIR VALUE 
------------------------------------  ------------  ------------
                                                                
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
                                      ------------  ------------
                                      ------------  ------------

    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                                 
BALANCE SHEET ITEMS:
(IN MILLIONS) 

                                                                [Download Table]

                                    1995                    1994         
                           ----------------------  ----------------------
                            CARRYING      FAIR      CARRYING      FAIR   
                             AMOUNT       VALUE      AMOUNT       VALUE  
                           -----------  ---------  -----------  ---------
                                                                         
ASSETS                                                                   
  Fixed maturities.......   $   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

    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
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).                                               

                                                                [Download Table]

                                                                  1995   1994  1993
                                                                  ----   ----  --- 
                                                                                   
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  

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                                                              

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56                               ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
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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.                        
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:   

                                                                [Download Table]

                              FOR THE YEARS ENDED DECEMBER 31  
                            -----------------------------------
                               1995        1994         1993   
                            ----------  -----------  ----------
                                                               
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 liabilities 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

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ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                               57
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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. 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.                                                                   

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PART II   

CONTENTS OF REGISTRATION STATEMENT  

This Registration Statement comprises the following papers and documents:       

The facing sheet.                                                               

The prospectus consisting of ____ pages.                                        

The undertaking to file reports.                                                

The Rule 484 undertaking.                                                       

The signatures.                                                                 

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

  (A1)  Resolution of Board of Directors of the Company is incorporated by
        reference to the Initial Submission, to the Registration Statement
File No. 333-00259 filed on January 17, 1996.             

(A2)  Not Applicable.                                                 

(A3a) Principal Underwriting Agreement is incorporated by reference to
     the Pre-Effective Amendment No. 1 to the Registration Statement
File No. 333-00259 filed on November 1, 1996.             

(A3b) Form of Selling Agreement is incorporated by reference to       
     the Pre-Effective Amendment No. 1 to the Registration Statement
File No. 333-00259 filed on November 1, 1996.             

(A3c) Not applicable.                                                 

(A4)  Not applicable.                                                 

  (A5)  Form of Modified Single Premium Variable Life Insurance Policy and
   Last Survivor Modified Single Premium Variable Life Insurance
       Policy is incorporated by reference to the Initial Submission, to
    the Registration Statement File No. 333-00259 filed on January
17, 1996.                                                 

(A6a) Certificate of Incorporation of ITT Hartford Life and Annuity   
Insurance Company is incorporated by reference to the     
 Pre-Effective Amendment No. 1 to the Registration Statement
File No. 333-00259 filed on November 1, 1996.             

(A6b) Bylaws of ITT Hartford Life and Annuity Insurance Company is    
    incorporated by reference to the Pre-Effective Amendment No. 1
to the Registration Statement File No. 333-00259 filed on 
November 1, 1996.                                         

(A7)  Not Applicable.                                                 

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(A8)  Not Applicable.                                                 

(A9)  Not Applicable.                                                 

(A10) Form of Application for Modified Single Premium Variable Life   
  Insurance Policies and Last Survivor Modified Single Premium
 Variable Life Insurance Policy is incorporated by reference
   to the Initial Submission, to the Registration Statement File
No. 333-00259 filed on January 17, 1996.                  

(11)  Memorandum describing transfer and redemption procedures is     
 incorporated by reference to the Initial Submission, to the
          Registration Statement File No. 333-00259 filed on January 17, 1996.

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

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

(4)  Not applicable.                                                            

(5)  Opinion and consent of Michael Winterfield, FSA, MAAA is incorporated by   
 reference to the Initial Submission, to the Registration Statement File
No. 333-00259 filed on January 17, 1996.                              

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

(7)  Power of Attorney is incorporated by refrence to the Initial Submission,   
to the Registration Statement File No. 333-00259 filed on             
January 17, 1996.                                                     

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REPRESENTATION OF REASONABLENESS OF FEES              

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

UNDERTAKING TO FILE REPORTS                                                     

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

UNDERTAKING ON INDEMNIFICATION                                                  

Article VIII of the 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 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 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                                      

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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 if 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.                 

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 precedent, submit     
to a court of appropriate jurisdiction the question whether such                
indemnification by it is against public policy as expressed in the Act and      
will be governed by the final adjudication of such issue.                       

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment   
Company Act of 1940 has 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 FIVE (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 *                                   --------------------------     
                              Lynda Godkin
                                  Attorney-in-Fact

Thomas M. Marra, Executive Vice                                                 
President, Director *                                                       

Lowndes A. Smith, President,              Dated: November 20, 1996              
Chief Executive Officer, Director *            ------------------           

Lizabeth H. Zlatkus, Vice President,                                            
Director *                                                                  

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
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Corrected on:		4/2/04
Changed as of:		9/24/99
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