Hartford Life & Annuity Ins Co Separate Account Five – ‘424A’ on 2/27/98

On:  Friday, 2/27/98, at 11:05am ET   ·   Accession #:  1047469-98-7912   ·   File #:  333-00259   ·   Correction:  This Filing’s “Filed as of” Date was Corrected and “Changed as of” 10/6/99 by the SEC on 5/3/04. ®

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Prospectus   —   Rule 424(a)
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Document/Exhibit                   Description                      Pages   Size 

 1: 424A        Prospectus                                            78±   370K 

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Hartford Life and Annuity Insurance Company -                                   
Select Dimensions Life                                                          
Modified Single Premium                                                         
Variable Life Insurance Contracts                                               
P.O. Box 2999                                                                   
Hartford, CT 06104-2999                                                         
Telephone: (800) 231-5453 (Contract Owner)                                      
(800) 862-4397 (Account Executive)                            
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This Prospectus describes Select Dimensions Life, a modified single premium     
variable life insurance contract ("Contract" or "Contracts") offered by Hartford
Life and Annuity Insurance Company ("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 18. A
LOAN, DISTRIBUTION OR OTHER AMOUNT RECEIVED FROM A MODIFIED ENDOWMENT CONTRACT  
DURING THE LIFE OF THE INSURED WILL BE TAXED TO THE EXTENT OF ANY ACCUMULATED   
INCOME IN THE CONTRACT. ANY AMOUNTS THAT ARE TAXABLE WITHDRAWALS WILL BE SUBJECT
TO A 10% ADDITIONAL TAX, WITH CERTAIN EXCEPTIONS.                               

Generally, the minimum initial premium Hartford 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 Growth Portfolio, the Utilities Portfolio, the   
Dividend Growth Portfolio, the Value-Added Market Portfolio, the Growth         
Portfolio, the American Value Portfolio, the Mid-Cap Growth 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, Hartford 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.  

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 PRINCIPLE AMOUNT INVESTED.                   

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND    
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES   
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE      
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.                                                               

The date of this Prospectus is May 1, 1997, revised February 27, 1998.          

1   - PROSPECTUS    

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Table of Contents                                                               
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  Special Terms                                                           3 
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  Summary                                                                 4 
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  The Company                                                             6 
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  The Separate Account                                                    6 
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    General                                                               6 
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    Portfolios                                                            7 
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    Investment Adviser                                                    8 
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  The Contract                                                            9 
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    Application for a Contract                                            9 
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    Premiums                                                              9 
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    Allocation of Premiums                                                9 
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    Accumulation Unit Values                                             10 
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  Deductions and Charges                                                 10 
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    Monthly Deductions                                                   10 
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    Annual Maintenance Fee                                               11 
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    Taxes Charged Against the Separate Account                           11 
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    Charges Against the Portfolios                                       11 
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    Contingent Deferred Sales Charge                                     11 
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    Premium Tax Charge                                                   11 
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  Contract Benefits and Rights                                           12 
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    Death Benefit                                                        12 
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    Account Value                                                        12 
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    Transfer of Account Value                                            12 
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    Contract Loans                                                       13 
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    Amount Payable on Surrender of the Contract                          13 
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    Partial Withdrawals                                                  13 
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    Benefits at Maturity                                                 14 
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    Lapse and Reinstatement                                              14 
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    Cancellation and Exchange Rights                                     14 
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    Suspension of Valuation, Payments and Transfers                      14 
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  Last Survivor Contracts                                                14 
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  Other Matters                                                          14 
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    Voting Rights                                                        14 
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    Statements to Contract Owners                                        15 
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    Limit on Right to Contest                                            15 
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    Misstatement as to Age and Sex                                       15 
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    Payment Options                                                      15 
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    Beneficiary                                                          16 
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    Assignment                                                           16 
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    Dividends                                                            16 
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  Executive Officers and Directors                                       17 
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  Distribution of the Contracts                                          19 
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  Safekeeping of the Separate Account's Assets                           19 
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  Federal Tax Considerations                                             19 
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    General                                                              19 
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    Taxation of Hartford and the Separate Account                        20 
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    Income Taxation of Contract Benefits                                 20 
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    Last Survivor Contracts                                              20 
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    Modified Endowment Contracts                                         20 
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    Estate and Generation Skipping Taxes                                 20 
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    Diversification Requirements                                         21 
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    Ownership of the Assets in the Separate Account                      21 
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    Life Insurance Purchased for Use in Split Dollar Arrangements        22 
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    Federal Income Tax Withholding                                       22 
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    Non-Individual Ownership of Contracts                                22 
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    Other                                                                22 
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    Life Insurance Purchases by Nonresident Aliens and Foreign              
     Corporation                                                         22 
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  Legal Proceedings                                                      22 
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  Legal Matters                                                          22 
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  Experts                                                                22 
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  Registration Statement                                                 22 
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  Appendix A                                                             23 
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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.                

2   - PROSPECTUS    

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Special Terms                                                                   
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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 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 Hartford will pay on the death of the Insured.  
This equals the Death Benefit less any Indebtedness.                            

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

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

FUND: Dean Witter Select Dimensions Investment Series.                          

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

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

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

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

LOAN ACCOUNT: An account in Hartford'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 7 of this Prospectus.                       

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

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

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 14.                              

THE SEPARATE ACCOUNT AND                                                        
THE PORTFOLIOS                                                                  

Separate Account Five ("Separate Account") funds the variable life insurance    
Contracts offered by this Prospectus. 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 13 sub-accounts ("Sub-Accounts"), each investing exclusively in a         
Portfolio. If an initial premium is submitted with an application for a         
Contract, it will be allocated, within three business days of receipt at        
Hartford'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 9.              

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 Growth Portfolio, the Utilities Portfolio, the Dividend Growth         
Portfolio, the Value-Added Market Portfolio, the Growth Portfolio, the American 
Value Portfolio, the Mid-Cap Growth 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 6.                  

The following table shows Annual Fund Operating Expenses:                       

ANNUAL FUND OPERATING EXPENSES (1)
(as a percentage of net assets) 

                                                                [Download Table]

                                                           TOTAL FUND 
                                 MANAGEMENT      OTHER      OPERATING 
                                    FEES       EXPENSES     EXPENSES  
                                ------------  -----------  -----------
                                                                      
The Money Market Portfolio....       0.500%       0.090%       0.590% 
The North American Government                                         
 Securities Portfolio.........       0.650%       0.800%       1.450% 
The Diversified Income                                                
 Portfolio....................       0.400%       0.310%       0.710% 
The Balanced Growth                                                   
 Portfolio....................       0.600%       0.150%       0.750% 
The Utilities Portfolio.......       0.650%       0.150%       0.800% 
The Dividend Growth                                                   
 Portfolio....................       0.625%       0.045%       0.670% 
The Value-Added Market                                                
 Portfolio....................       0.500%       0.140%       0.640% 
The Growth Portfolio..........       0.800%       0.370%       1.170% 
The American Value                                                    
 Portfolio....................       0.625%       0.085%       0.710% 
The Mid-Cap Growth Portfolio                                          
 (2)..........................       0.750%       0.060%       0.810% 
The Global Equity                                                     
 Portfolio....................       1.000%       0.250%       1.250% 
The Developing Growth                                                 
 Portfolio....................       0.500%       0.180%       0.680% 
The Emerging Markets                                                  
 Portfolio....................       1.250%       0.770%       2.020% 

------------------------------                                                  
(1) For the period January 1, 1996 through December 31, 1996, or the attainment 
    by the respective Portfolio of $50 million of net assets, whichever occurred
  first, the Investment Adviser waived the management fee and reimbursed the
   operating expenses to the extent they exceeded 0.50% of daily net assets of
the Portfolio.                                                          

(2) The Investment Manager has undertaken to assume all expenses of the Mid-Cap 
  Growth Portfolio and waive the compensation provided for that Portfolio in
   its Management Agreement with the Fund until such time as the Portfolio has
 $50 million of net assets or until July 31, 1998, whichever occurs first.

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 6.                     

4   - PROSPECTUS    

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PREMIUMS                                                                        

The Contract permits the Contract Owner to pay a large single premium, and      
subject to restrictions, additional premiums. The Contract Owner may choose a   
minimum initial premium of 80%, 90%, or 100% of the Guideline Single Premium    
(based on the Face Amount). Under current underwriting rules, which are subject 
to change, applicants between the ages of 45 and 80 who pay an initial premium  
of 100% of the Guideline Single Premium are eligible for simplified underwriting
without a medical examination if they meet simplified underwriting standards as 
evidenced in their responses in the application. For Contract Owners who pay an 
initial premium of 80% or 90% of the Guideline Single Premium or who are below  
age 45 or above age 80, standard underwriting applies, except that substandard  
underwriting applies only in those cases that represent substandard risks       
according to customary underwriting guidelines. Additional premiums are allowed 
if they do not cause the Contract to fail to meet the definition of a life      
insurance contract under Section 7702 of the Code. Hartford may require evidence
of insurability for any additional premiums which increase the Coverage Amount. 
Generally, the minimum initial premium Hartford will accept is $10,000. 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, 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 Hartford's anticipated mortality costs. In addition, 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  
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. 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 Hartford for administrative expenses incurred in the         
administration of the Separate Account and the Contracts. 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 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 10, and "Contract Benefits and Rights -- Lapse and 
Reinstatement," page 14.                                                        

The following table shows the monthly deductions discussed above:               

                                                                [Download Table]

              MONTHLY DEDUCTION AMOUNT               
     (as an annual percentage of Account Value)      
                                                     
Cost of Insurance                                    
 Not to exceed the guaranteed cost of                
 insurance charge, see "Deductions and               
 Charges -- Monthly Deductions," page 10.            
Tax Expense Charge........................      0.40%
Administrative Charge.....................      0.40%
Mortality and Expense Risk Charge.........      0.90%

If the Account Value on a Contract Anniversary is less than $50,000, Hartford   
will deduct on such date an Annual Maintenance Fee of $30. This fee will help   
reimburse Hartford for administrative and maintenance costs of the Contracts.   
See "Deductions and Charges -- Annual Maintenance Fee," page 11.                

Hartford may set up a provision for income taxes against the assets of the      
Separate Account. See "Deductions and Charges -- Taxes Charged Against the      
Separate Account," page 11 and "Federal Tax Considerations," page 19.           

Applicants should review the prospectus for the Fund which accompanies 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:          

                                                                [Download Table]

                CONTINGENT DEFERRED 
                   SALES CHARGE     
                (% of Account Value 
                  attributable to   
CONTRACT YEAR     premiums paid)    
-------------  ---------------------
                                    
        1                 7.5%      
        2                 7.5%      
        3                 7.5%      
        4                 6.0%      
        5                 6.0%      
        6                 4.0%      
        7                 4.0%      
        8                 2.0%      
        9                 2.0%      
       10+                0.0%      

The contingent deferred sales charge is imposed to cover a portion of the sales 
expense incurred by 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 11.          

During the first nine Contract Years, an additional premium tax charge will be  
imposed on surrender or partial withdrawals at a maximum of 2.25%. See          
"Deductions and Charges -- Premium Tax Charge," page 11.                        

5   - PROSPECTUS    

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For a discussion of the tax consequences of surrender of the Contract or a      
partial withdrawal, see "Federal Tax Considerations," page 19.                  

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, Hartford 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 12.         

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 12.       

CONTRACT LOANS                                                                  

A Contract Owner may obtain cash loans from 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 13.                                                       

LAPSE                                                                           

Under certain circumstances a Contract may terminate if the Cash Surrender Value
on any Monthly Activity Date is less than the required Monthly Deduction Amount.
Hartford 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 13, and "Lapse and       
Reinstatement," page 14.                                                        

CANCELLATION AND                                                                
EXCHANGE RIGHTS                                                                 

An applicant has a limited right to return his or her Contract for cancellation.
If the applicant returns the Contract, by mail or hand delivery, to Hartford or 
to the agent who sold the Contract, to be cancelled within ten days after       
delivery of the Contract to the applicant (in certain cases, this free-look     
period is longer), Hartford will return to the applicant within seven days      
thereafter the greater of the premiums paid for the Contract or the sum of (1)  
the Account Value on the date the returned Contract is received by Hartford or  
its agent and (2) any deductions under the 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 14.                       

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 19.                                                       

THE COMPANY                                                                     

Hartford Life and Annuity Insurance Company ("Hartford") is a stock life        
insurance company engaged in the business of writing life insurance and         
annuities, both individual and group, in all states of the United States and the
District of Columbia, except New York. On January 1, 1998, Hartford's name      
changed to Hartford Life and Annuity Insurance Company. Hartford was originally 
incorporated under the laws of Wisconsin on January 9, 1956, and was            
subsequently redomiciled to Connecticut. Its offices are located in Simsbury,   
Connecticut; however, its mailing address is P.O. Box 2999, Hartford, CT        
06104-2999. Hartford is a subsidiary of Hartford Fire Insurance Company, one of 
the largest multiple lines insurance carriers in the United States. Hartford is 
ultimately controlled by The Hartford Financial Services Group, Inc., a Delaware
corporation.                                                                    

Hartford is rated A+ (superior) by A.M. Best and Company, Inc., on the basis of 
its financial soundness and operating performance. 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 Hartford's ability to
meet its insurance obligations, including those described in this Prospectus.   

THE SEPARATE ACCOUNT                                                            
GENERAL                                                                         

Separate Account Five ("Separate Account") is a separate account of 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                                                        

6   - PROSPECTUS    

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benefit of Contract Owners and persons entitled to payments under the Contracts.
The assets of the Separate Account are not chargeable with liabilities arising  
out of any other business which 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 accompanying this Prospectus. 

BALANCED GROWTH PORTFOLIO                                                       

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

UTILITIES PORTFOLIO                                                             

Seeks to provide 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.                                                             

DIVIDEND GROWTH PORTFOLIO                                                       

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

VALUE-ADDED MARKET PORTFOLIO                                                    

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

GROWTH PORTFOLIO                                                                

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

AMERICAN 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 attractively valued given their  
above-average relative earnings growth potential at that time.                  

MID-CAP GROWTH PORTFOLIO                                                        

Seeks long-term capital growth by investing primarily in equity securities of   
"mid-cap" companies (that is, companies whose equity market capitalization falls
within the range of $250 million to $5 billion).                                

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                                 

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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 accompanying this Prospectus.                  

The Fund is organized as a Massachusetts business trust and is an open-end      
diversified management investment company with multiple portfolios under the    
Investment Company Act of 1940. Each Portfolio of the Fund is managed for       
investment purposes as if it were a separate fund issuing a separate class of   
shares. Shares of the Fund are offered to the Separate Account established by   
Hartford or one of its affiliated companies specifically to fund the Contracts  
and certain flexible premium deferred variable annuity contracts issued by      
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 and 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. In addition, Morgan Stanley Asset     
Management, Inc. ("MSAM") is the Sub-Adviser to the Growth Portfolio. 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, including their investment objectives, policies and restrictions,   
risks, charges and expenses and other aspects of their operation, is contained  
in the accompanying Fund prospectus, which should be read in conjunction with   
this Prospectus before investing, and in the Fund Statement of Additional       
Information which may be ordered without charge from Dean Witter Select         
Dimensions Investment Series.                                                   

It is conceivable that in the future it may be disadvantageous for variable life
insurance separate accounts and variable annuity separate accounts to invest in 
the Portfolios simultaneously. Although Hartford 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 Fund's Board of Trustees were to conclude that separate
Portfolios should be established for variable life and variable annuity separate
accounts, 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 Hartford. 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.                                                                           

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 Hartford's management, further investment in shares of any Portfolio should  
become inappropriate in view of the purposes of the Contracts, 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, 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 and 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 Fund
prospectus accompanying this Prospectus.                                        

INVESTMENT ADVISER                                                              

Dean Witter InterCapital Inc. ("InterCapital" or the "Investment Manager"), a   
Delaware corporation whose address is Two World Trade Center, New York, NY      
10048, is the Fund's Investment Manager. The Investment Manager, which was      
incorporated in July 1992, is a wholly-owned subsidiary of Morgan Stanley, Dean 
Witter, Discover & Co.                                                          

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                                                        

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

With respect to the Growth Portfolio, under a Sub-Advisory Agreement betwen the 
Investment Manager and MSAM, MSAM provides the Growth Portfolio with investment 
advice and portfolio management, subject to the overall supervision of the      
Investment Manager. MSAM is an affiliate of the Investment Manager. MSAM's      
address is 1221 Avenue of the Americas, New York, New York 10020.               

THE CONTRACT                                                                    
APPLICATION FOR A CONTRACT                                                      

Individuals wishing to purchase a Contract must submit an application to        
Hartford. A Contract will be issued only on the lives of insureds age 90 at the 
time of application and under who supply evidence of insurability satisfactory  
to Hartford. Acceptance is subject to Hartford's underwriting rules and 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 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 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 Hartford, the 
initial payment will not be accepted with the application. In other cases where 
Hartford receives the initial payment with the application, Hartford 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 Hartford will require a sufficient
payment to place the insurance in force.                                        

PREMIUMS                                                                        

The Contract permits the Contract Owner to pay a large single premium and,      
subject to restrictions, additional premiums. The Contract Owner may choose a   
minimum initial premium of 80%, 90% or 100% of the Guideline Single Premium     
(based on the Face Amount). Under current underwriting rules, which are subject 
to change, applicants between ages 45 and 80 who pay an initial premium of 100% 
of the Guideline Single Premium (subject to then current premium limits) are    
eligible for simplified underwriting without a medical examination if they meet 
simplified underwriting standards as evidenced in their responses in the        
application. For Contract Owners who pay an initial premium of 80% or 90% of the
Guideline Single Premium or who are below age 45 or above age 80, standard      
underwriting applies, except that substandard underwriting applies only in those
cases that represent substandard risks according to customary underwriting      
guidelines. Additional premiums are allowed if they do not cause the Contract to
fail to meet the definition of a life insurance contract under Section 7702 of  
the Code. Hartford may require evidence of insurability for any additional      
premiums which increase the Coverage Amount. Generally, the minimum initial     
premium Hartford will accept is $10,000. 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 Hartford's Home Office, 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.                                                         

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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 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 accompanies 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 12.                                 

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

DEDUCTIONS AND CHARGES                                                          
MONTHLY DEDUCTIONS                                                              

On the Contract Date, and on each Monthly Activity Date after the Contract Date,
Hartford 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. The Deduction Amount reduces the number of
Accumulation Units credited to the Contract. 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 14. The following is a summary of the monthly deductions   
and charges which constitute the Deduction Amount:                              

COST OF INSURANCE CHARGE: The cost of insurance charge covers Hartford's        
anticipated mortality costs for standard and substandard risks. Current cost of 
insurance rates are lower after the 10th Contract Year and are based on whether 
100%, 90% or 80% of the Guideline Single Premium has been paid. The current cost
of insurance charge will not exceed the guaranteed cost of insurance charge.    
This charge is a guaranteed maximum monthly rate multiplied by the Coverage     
Amount on the Contract Date or any Monthly Activity Date. For standard risks,   
the guaranteed cost of insurance rate is based on the 1980 Commissioners        
Standard Ordinary Mortality Table, age last birthday. (Unisex rates may be      
required in some states.) A table of guaranteed cost of insurance rates per     
$1,000 will be included in each Contract; however, Hartford 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 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," page 12.)                                       

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.                                                          

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TAX EXPENSE CHARGE: 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 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 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, Hartford does not expect 
to make a profit from this deduction. The 0.15% federal tax deduction helps     
reimburse Hartford for approximate expenses incurred from federal taxes under   
Section 848 of the Code. The federal tax deduction is a factor Hartford must use
when computing the maximum sales load chargeable under Securities and Exchange  
Commission rules.                                                               

ADMINISTRATIVE CHARGE: 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 Hartford for administrative expenses     
incurred in the administration of the Separate Account and the Contracts.       

MORTALITY AND EXPENSE RISK CHARGE: 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 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. 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 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. 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, Hartford   
will deduct on such date an Annual Maintenance Fee of $30. This fee will help   
reimburse 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 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. 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:          

                                                                [Download Table]

                   CONTINGENT DEFERRED
                      SALES CHARGE    
                   (% of Account Value
                     attributable to  
  CONTRACT YEAR      premiums paid)   
-----------------  -------------------
                                      
            1                7.5%     
            2                7.5%     
            3                7.5%     
            4                6.0%     
            5                6.0%     
            6                4.0%     
            7                4.0%     
            8                2.0%     
            9                2.0%     
           10+               0.0%     

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 premiums paid and then from        
earnings. If an amount equal to all premiums paid has been withdrawn, no charge 
will be assessed on a withdrawal of the remaining Account Value.                

The contingent deferred sales charge is imposed to cover a portion of the sales 
expense incurred by Hartford 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 13.                                                             

PREMIUM TAX CHARGE                                                              

During the first nine Contract Years, an additional premium tax charge will be  
imposed on surrender or partial withdrawals. The                                

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

                                                                [Download Table]

EXAMPLES:                                           

                                    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%
Account Value on Date of Death                      
 X Specified Percentage.......  $ 116,250  $  85,000

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 Hartford would pay to the
beneficiary.                                                                    

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

All or part of the Death Proceeds may be paid in cash or applied under a        
"Payment Option." See "Other Matters -- Payment Options," page 15.              

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 
10.                                                                             

TRANSFER OF ACCOUNT VALUE                                                       

While the Contract remains in effect and subject to 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. 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 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. Hartford will employ reasonable procedures to confirm   
that instructions communicated by telephone are genuine; otherwise, Hartford may
be liable for any losses due to unauthorized or fraudulent instructions. The    
procedures 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.             

Hartford may modify the right to reallocate Account Value among the Sub-Accounts
if 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 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                                

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

CONTRACT LOANS                                                                  

While the Contract is in effect, a Contract Owner may obtain, without the       
consent of the beneficiary (provided the designation of beneficiary is not      
irrevocable), one or both of two types of cash loans from Hartford ("Regular    
Loans" or "Preferred Loans"). 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 earn interest at a rate 
of 4% per annum (6% for "Preferred Loans"). The amount of the Loan Account that 
equals the difference between the Account Value and the total of all premiums   
paid under the Contract is considered a "Preferred Loan." The loan interest rate
that Hartford will charge on all loans is 6% per annum. The difference between  
the value of the Loan Account and the Indebtedness will be transferred on a     
pro-rata basis from the Sub-Accounts to the Loan Account on each Monthly        
Activity Date.                                                                  

If the aggregate outstanding loan(s) secured by the Contract exceeds the Account
Value of the Contract less any contingent deferred sales charges and due and    
unpaid Deduction Amount, Hartford will give written notice to the Contract Owner
that unless 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 14.                                                        

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

AMOUNT PAYABLE ON SURRENDER                                                     
OF THE CONTRACT                                                                 

While the Contract is in effect, a Contract Owner may elect, without the consent
of the beneficiary (provided the designation of beneficiary is not irrevocable),
to fully surrender the Contract. Upon surrender, the Contract Owner will receive
the Cash Surrender Value determined as of the day Hartford 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.  
Hartford will pay the Cash Surrender Value of the Contract within seven days of 
receipt by 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 19.                                                       

If the Contract Owner chooses to apply the surrender proceeds to a payment      
option (see "Other Matters -- Payment Options," page 15), 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 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 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," page 11. For a discussion of the 
tax                                                                             

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consequences of partial withdrawals, see "Federal Tax Considerations," page 19. 

BENEFITS AT MATURITY                                                            

If the Insured is living on the "Maturity Date" (the anniversary of the Contract
Date on which the Insured is age 100), on surrender of the Contract to Hartford,
Hartford will pay to the Contract Owner the Cash Surrender Value. In such case, 
the Contract will terminate and 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," page 20.)                           

LAPSE AND REINSTATEMENT                                                         

The Contract will remain in effect until the Cash Surrender Value is            
insufficient to cover a Deduction Amount due on a Monthly Activity Date.        
Hartford 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 12.                       

If the Contract lapses, the Contract Owner may apply for reinstatement of the   
Contract by payment of the reinstatement premium (and any applicable charges)   
shown in the Contract. A request for reinstatement may be made within five years
of lapse. If a loan was outstanding at the time of lapse, Hartford will require 
repayment of the loan before permitting reinstatement. In addition, Hartford    
reserves the right to require evidence of insurability satisfactory to 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 Hartford or to the agent  
who sold the Contract, to be cancelled within ten days after delivery of the    
Contract to the Contract Owner (a longer free-look period is provided in certain
cases), Hartford will return to the applicant within seven days the greater of  
premiums paid for the Contract or the sum of (1) the Account Value on the date  
the returned Contract is received by Hartford or its agent and (2) any          
deductions under Contract or by the Portfolios for taxes, charges or fees.      

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

SUSPENSION OF VALUATION,                                                        
PAYMENTS AND TRANSFERS                                                          

Hartford 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 Securities and Exchange Commission has   
ordered that the right of surrender of the Contracts be suspended for the       
protection of Contract Owners, until such condition has ended.                  

LAST SURVIVOR CONTRACTS                                                         

The Contracts are offered on both a single life and a "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. See the last survivor illustrations in "Appendix A,"
page 23.                                                                

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 19.                      

OTHER MATTERS                                                                   
VOTING RIGHTS                                                                   

In accordance with its interpretation of presently applicable law, 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     

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Account which are attributable to each Contract Owner is determined by dividing 
the Contract Owner's interest in each Sub-Account by the net asset value of the 
applicable shares of the Portfolios. Hartford will vote shares for which no     
instructions have been given and shares which are not attributable to Contract  
Owners (i.e., shares owned by Hartford) in the same proportion as it votes      
shares for which it has received instructions. However, if the Investment       
Company Act of 1940 or any rule promulgated thereunder should be amended, or if 
Hartford's present interpretation should change and, as a result, 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 13) will not be          
considered in determining the voting interests of the Contract Owner. Contract  
Owners should review the prospectus for the Portfolios accompanying this        
Prospectus to determine matters on which shareholders may vote.                 

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, 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 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 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.         

STATEMENTS TO CONTRACT OWNERS                                                   

Hartford will maintain all records relating to the Separate Account and the     
Sub-Accounts. At least once each Contract Year, 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                                                       

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 two years from its effective date. In addition, if the Insured  
commits suicide in the two-year period, or such period as specified in state    
law, the benefit payable will be limited to the Account Value, less any         
Indebtedness.                                                                   

MISSTATEMENT AS TO AGE AND SEX                                                  

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

PAYMENT OPTIONS                                                                 

The surrender proceeds or Death Proceeds under the Contracts may be paid in a   
lump sum or may be applied to one of Hartford's payment options. The minimum    
amount that may be applied under a payment option is $5,000, unless 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 Option 1 or Option 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.                                

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

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

OPTION 1: INTEREST INCOME                                                       

This option offers payments of interest, at the rate Hartford declares, 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.                      

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

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

OPTION 4: JOINT AND LAST SURVIVOR ANNUITY                                       

An annuity payable monthly during the joint lifetime of the payee and a         
designated second person, and thereafter during the remaining lifetime of the   
survivor, ceasing with the last payment prior to the death of the survivor.     
Based on the options currently offered by Hartford, 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    
five to 30 years. Under this option, you may, at any time, request a full       
surrender and receive, within seven days, the termination value of the Contract 
as determined by Hartford.                                                      

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

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

OPTION 6: DEATH PROCEEDS REMAINING WITH HARTFORD                                

Proceeds from the Death Benefit left with 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 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.              

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

BENEFICIARY                                                                     

The applicant names the beneficiary in the application for the Contract. The    
Contract Owner may change the beneficiary (unless irrevocably named) during the 
Insured's lifetime by written request to 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.      
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                                                
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                                    POSITION WITH HARTFORD;            OTHER BUSINESS PROFESSION, VOCATION OR EMPLOYMENT    
          NAME, AGE                     YEAR OF ELECTION                   FOR PAST FIVE YEARS; OTHER DIRECTORSHIPS         
-----------------------------  ----------------------------------  ---------------------------------------------------------
                                                                                                                            
Wendell J. Bossen, 63          Vice President, 1995**              Vice President (1992-Present), Hartford Life and Accident
                                                                     Insurance Company; Vice President (1992-Present),      
                                                                     Hartford Life Insurance Company; President             
                                                                     (1992-Present), International Corporate Marketing      
                                                                     Group, Inc.; Executive Vice President (1984-1992),     
                                                                     Mutual Benefit.                                        
Gregory A. Boyko, 45           Senior Vice President,              Vice President & Controller (1995-1997), Hartford; Senior
                               Chief Financial Officer &             Vice President, Chief Financial Officer & Treasurer    
                               Treasurer, 1997                       (1997-Present); Vice President & Controller            
                               Director, 1997*                       (1995-1997), Hartford Life and Accident Insurance      
                                                                     Company; Director (1997-Present); Senior Vice          
                                                                     President, Chief Financial Officer & Treasurer         
                                                                     (1997-Present); Vice President and Controller          
                                                                     (1995-1997), Hartford Life Insurance Company; Senior   
                                                                     Vice President, Chief Financial Officer & Treasurer    
                                                                     (1997-Present), Hartford Life, Inc.; Chief Financial   
                                                                     Officer (1994-1995), IMG American Life; Senior Vice    
                                                                     President (1992-1994), Connecticut Mutual Life         
                                                                     Insurance Company.                                     
Peter W. Cummins, 60           Senior Vice President, 1997         Vice President (1993-1997), Hartford; Senior Vice        
                                                                     President, (1997-Present); Vice President (1989-1997), 
                                                                     Hartford Life and Accident Insurance Company; Senior   
                                                                     Vice President (1997-Present); Vice President          
                                                                     (1989-1997); Director of Broker Dealer Sales--ILAD     
                                                                     (1989-1992), Hartford Life Insurance Company.          
Ann M. de Raismes, 46          Senior Vice President, 1997         Vice President (1994-1997), Hartford; Senior Vice        
                               Director of Human Resources,          President (1997-Present); Vice President (1994-1997);  
                               1994                                  Assistant Vice President (1992-1994), Hartford Life and
                                                                     Accident Insurance Company; Senior Vice President      
                                                                     (1997-Present); Vice President (1994-1997); Assistant  
                                                                     Vice President (1992-1994), Hartford Life Insurance    
                                                                     Company; Vice President, Human Resources               
                                                                     (1997-Present), Hartford Life, Inc.                    
James R. Dooley, 60            Vice President, 1993                Director, Information Services (1973-1997), Hartford Life
                                                                     Insurance Company.                                     
Timothy M. Fitch, 44           Vice President, 1995                Vice President(1995-Present); Actuary (1994-Present);    
                               Actuary, 1997                         Assistant Vice President (1992-1995), Hartford Life and
                                                                     Accident Insurance Company; Vice President             
                                                                     (1995-Present); Actuary (1994-Present); Assistant Vice 
                                                                     President (1992-1995), Hartford Life Insurance Company.
J. Richard Garrett, 52         Vice President, 1994                Treasurer (1994-1997), Hartford; Vice President          
                               Assistant Treasurer, 1997             (1993-Present); Assistant Treasurer (1997-Present);    
                                                                     Treasurer (1984-1997), Hartford Life and Accident      
                                                                     Insurance Company; Vice President, (1993-Present);     
                                                                     Assistant Treasurer (1997-Present); Treasurer          
                                                                     (1986-1997), Hartford Life Insurance Company; Vice     
                                                                     President (1997-Present), Hartford Life, Inc.          
Donald J. Gillette, 51         Vice President, 1997                Assistant Vice President (1995-1997), Hartford; Assistant
                                                                     Vice President (1995-1997), Hartford Life and Accident 
                                                                     Insurance Company; Assistant Vice President            
                                                                     (1995-Present), Hartford Life Insurance Company.       

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                                    POSITION WITH HARTFORD;            OTHER BUSINESS PROFESSION, VOCATION OR EMPLOYMENT    
          NAME, AGE                     YEAR OF ELECTION                   FOR PAST FIVE YEARS; OTHER DIRECTORSHIPS         
-----------------------------  ----------------------------------  ---------------------------------------------------------
                                                                                                                            
Lynda Godkin, 43               Senior Vice President, 1997         Assistant General Counsel and Secretary (1994-1995),     
                               General Counsel, 1996                 Hartford; Director (1997-Present); Senior Vice         
                               Corporate Secretary, 1996             President (1997-Present); General Counsel              
                               Director, 1997*                       (1996-Present); Corporate Secretary (1995-Present);    
                                                                     Associate General Counsel (1995-1996); Assistant       
                                                                     General Counsel and Secretary (1994-1995); Counsel     
                                                                     (1990-1994), Hartford Life and Accident Company; Senior
                                                                     Vice President (1997-Present); General Counsel         
                                                                     (1996-Present); Corporate Secretary (1995-Present);    
                                                                     Director (1997-Present); Associate General Counsel     
                                                                     (1995-1996); Assistant General Counsel and Secretary   
                                                                     (1994-1995); Counsel (1990-1994), Hartford Life        
                                                                     Insurance Company; Vice President and General Counsel  
                                                                     (1997-Present), Hartford Life, Inc.                    
Lois W. Grady, 52              Vice President, 1994                Vice President (1993-1997); Assistant Vice President     
                                                                     (1987-1993), Hartford Life and Accident Insurance      
                                                                     Company; Vice President (1993-Present); Assistant Vice 
                                                                     President (1987-1993), Hartford Life Insurance Company.
Christopher Graham, 46         Vice President, 1997                Vice President (1997-Present), Hartford Life Insurance   
                                                                     Company.                                               
Stephen T. Joyce, 38           Vice President, 1997                Assistant Vice President (1995-1997), Hartford; Assistant
                                                                     Vice President (1994-1997), Hartford Life and Accident 
                                                                     Insurance Company; Vice President (1997-Present);      
                                                                     Assistant Vice President (1994-1997), Hartford Life    
                                                                     Insurance Company.                                     
Robert A. Kerzner, 45          Vice President, 1997                Vice President (1994-1997), Hartford Life and Accident   
                                                                     Insurance Company; Vice President (1994-Present);      
                                                                     Regional Vice President (1991-1994), Hartford Life     
                                                                     Insurance Company.                                     
William B. Malchodi, Jr., 47   Vice President, 1994                Vice President (1994-Present); Director of Taxes         
                               Director of Taxes, 1992               (1992-Present), Hartford Life and Accident Insurance   
                                                                     Company; Vice President (1994-Present); Director of    
                                                                     Taxes (1991-Present), Hartford Life Insurance Company. 
Thomas M. Marra, 39            Executive Vice President Director,  Senior Vice President (1993-1996); Director of Individual
                               Individual Life and Annuity           Annuities (1991-1993), Hartford; Director              
                               Division, 1993                        (1994-Present); Executive Vice President               
                               Director, 1994*                       (1995-Present); Director, Individual Life and Annuity  
                                                                     Division (1994-Present); Senior Vice President         
                                                                     (1994-1995); Vice President (1989-1994); Actuary       
                                                                     (1987-1997), Hartford Life Insurance Company; Executive
                                                                     Vice President, Individual Life and Annuities          
                                                                     (1997-Present), Hartford Life, Inc.                    
Steven L. Mattieson, 52        Vice President, 1984                Director of New Business (1984-1997), Hartford.          
C. Michael O'Halloran, 50      Vice President, 1997                Vice President (1997-Present), Hartford Life Insurance   
                                                                     Company; Corporate Secretary (1997-Present), Hartford  
                                                                     Life, Inc.; Senior Associate General Counsel           
                                                                     (1988-Present), Director of Corporate Law              
                                                                     (1994-Present), The Hartford Financial Services Group. 
Craig R. Raymond, 36           Senior Vice President, 1997         Vice President (1993-1997); Assistant Vice President     
                               Chief Actuary, 1994                   (1992-1993); Actuary (1989-1994), Hartford; Senior Vice
                                                                     President (1997-Present); Chief Actuary (1994-Present);
                                                                     Vice President (1993-1997); Assistant Vice President   
                                                                     (1992-1993); Actuary (1989-1994), Hartford Life        
                                                                     Insurance Company; Vice President and Chief Actuary    
                                                                     (1997-Present), Hartford Life, Inc.                    
David T. Schrandt, 49          Vice President, 1987                Treasurer (1987-1997); Controller (1987-[1997]),         
                                                                     Hartford.                                              

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                                    POSITION WITH HARTFORD;            OTHER BUSINESS PROFESSION, VOCATION OR EMPLOYMENT    
          NAME, AGE                     YEAR OF ELECTION                   FOR PAST FIVE YEARS; OTHER DIRECTORSHIPS         
-----------------------------  ----------------------------------  ---------------------------------------------------------
                                                                                                                            
Lowndes A. Smith, 58           President, 1989                     Chief Operating Officer (1989-1997), Hartford; President 
                               Chief Executive Officer, 1997         (1989-Present), Chief Executive Officer (1997-Present);
                               Director, 1985*                       Director (1981-Present); Chief Operating Officer       
                                                                     (1989-1997), Hartford Life Insurance Company; Chief    
                                                                     Executive Officer and President and Director           
                                                                     (1997-Present), Hartford Life, Inc.                    
Walter C. Welsh, 50            Senior Vice President, 1997         Senior Vice President (1997-Present); Vice President     
                                                                     (1995-1997); Assistant Vice President (1993-1995),     
                                                                     Hartford Life Insurance Company; Vice President,       
                                                                     Government Affairs (1997-Present), Hartford Life, Inc. 
David M. Znamierowski, 37      Senior Vice President, 1997         Senior Vice President (1997-Present); Director, Risk     
                                                                     Management Strategy (1996-Present); Vice President     
                                                                     (1997), Hartford Life Insurance Company; Vice          
                                                                     President, Investment Strategy (1997-Present), Hartford
                                                                     Life, Inc.; Vice President, Investment Strategy &      
                                                                     Policy, Aetna Life and Casualty.                       

------------------------                                                        
* Denotes date of election to Board of Directors.                             
** The Hartford Financial Services Group, Inc.                                  

Unless otherwise indicated, the principal business address of each the above    
individuals is P.O. Box 2999, Hartford, CT 06104-2999.                          

DISTRIBUTION OF THE CONTRACTS                                                   

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 Hartford and who are registered representatives of
Dean Witter Reynolds, Inc. ("Dean Witter"). Any sales representative will have  
been qualified to sell variable life insurance contracts under applicable       
federal and state laws. Dean Witter is registered with the Securities and       
Exchange Commission under the Securities Exchange Act of 1934 and is a member 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. HSD is a        
wholly-owned subsidiary of Hartford Life Insurance Company. The principal       
business address HSD is the same as that of Hartford.                           

The maximum sales commission payable to Hartford agents, independent registered 
insurance brokers and other registered broker-dealers is 8.0% of initial and    
subsequent premiums. From time to time, Hartford may pay or permit other        
promotional incentives, in cash or credit or other compensation.                

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 Hartford. The assets of the      
Separate Account are kept physically segregated and held separate and apart from
the General Account of Hartford. 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 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 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 the 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                

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information, a qualified tax adviser should always be consulted. This discussion
of federal tax considerations is based upon Hartford's understanding of existing
federal income tax laws as they are currently interpreted.                      

TAXATION OF HARTFORD                                                            
AND THE SEPARATE ACCOUNT                                                        

The Separate Account is taxed as a part of Hartford which is taxed as a life    
insurance company under Subchapter L of the Internal Revenue Code of 1986, as   
amended (the "Code"). Accordingly, the Separate Account will not be taxed as a  
"regulated investment company" under Subchapter M of 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," page    
12). As a result, such investment income and realized capital gains are         
automatically applied to increase reserves under the Contract.                  

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 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. Hartford intends to monitor       
premium levels to assure compliance with the Section 7702 requirements.         

During the first 15 Contract Years, an "income first" rule generally applies to 
distributions of cash required to be made under Code Section 7702 because of a  
reduction in benefits under the Contract.                                       

The Maturity Date Extension Rider allows a Contract Owner to extend the Maturity
Date to the date of the Insured's death. If the Maturity Date of the Contract is
extended by rider, Hartford 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 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, loans, distributions or other amounts     
received from a modified endowment contract during the life of the Insured will 
be taxed to the extent of any accumulated income in the contract (generally, the
excess of account value over premiums paid). Amounts that are taxable           
withdrawals will be subject to a 10% additional tax, with certain exceptions.   

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

ESTATE AND GENERATION                                                           
SKIPPING TAXES                                                                  

When the Insured dies, the Death Proceeds will generally be includible in the   
Contract Owner's estate for purposes of federal estate tax if the last surviving
Insured owned the Contract. If the Contract Owner was not the last surviving    
Insured, the fair                                                               

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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.                                      

Hartford monitors the diversification of investments in its separate accounts,  
including the Separate Account, and tests for diversification as required by the
Code. Hartford intends to administer all Contracts subject to the               
diversification requirements in a manner that will maintain adequate            
diversification.                                                                

OWNERSHIP OF THE ASSETS IN                                                      
THE SEPARATE ACCOUNT                                                            

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

Further, in the explanation to the temporary Section 817 diversification        
regulations, the Treasury Department noted that the temporary regulations "do   
not provide guidance concerning the circumstances in which investor control of  
the investments of a segregated asset account may cause the investor, rather    
than the insurance company, to be treated as the owner of the assets in the     
account." The explanation further indicates that "the temporary regulations     
provide that in appropriate cases a segregated asset account may include        
multiple sub-accounts, but do not specify the extent to which policyholders may 
direct their investments to particular sub-accounts without being treated as the
owners of the underlying assets." Guidance on this and other issues will be     
provided in regulations or revenue rulings under section 817(d), relating to the
definition of "variable contract." The final regulations issued under Section   
817 do not provide guidance regarding investor control, and as of the date of   
this Prospectus, no other such guidance has been issued. Further, 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. 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.                                  

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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 adviser      
regarding U.S., state and foreign taxation with respect to a life insurance     
policy purchase.                                                                

LEGAL PROCEEDINGS                                                               

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

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 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 Hartford Life Insurance Companies.

EXPERTS                                                                         

The audited statutory basis 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 giving said report. Reference is made to said report on the          
statutory-basis financial statements of ITT Hartford Life and Annuity Insurance 
Company which states the statutory-basis financial statements are presented in  
accordance with statutory accounting practices prescribed or permitted by the   
National Association of Insurance Commissioners and the State of Connecticut    
Insurance Department, not presented in accordance with generally accepted       
accounting principles. Reference is made to said report on the statutory-basis  
financial statements of ITT Hartford Life and Annuity Insurance Company (the    
Depositor), which includes an explanatory paragraph with respect to the change  
in valuation method in determining aggregate reserves for future benefits in    
1994, as discussed in Note 1 of Notes to Statutory Financial Statements. The    
principal business address of Arthur Andersen LLP is One Financial Plaza,       
Hartford, Connecticut 06103.                                                    

The hypothetical Contract illustrations included in this Prospectus and the     
registration statement with respect to the Separate Account have been approved  
by Michael Winterfield, FSA, MAAA, Director, Individual Annuity Inforce         
Management, of 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, Hartford, and the Contracts.   

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Appendix A                                                                      
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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 -- Taxes Charged Against the Separate Account," page    
11).                                                                            

The "Premium Paid Plus Interest" column of each table shows the amount which    
would accumulate if the initial premium was invested to earn interest, after    
taxes of 5% per year, compounded annually.                                      

Hartford will furnish upon request, a comparable illustration reflecting the    
proposed insureds age, risk classification, Face Amount or initial premium      
requested, and reflecting guaranteed cost of insurance rates. Hartford 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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Modified Single Premium Variable Life Insurance                                 
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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

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

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.                                              

24   - PROSPECTUS     

424A
25th “Page” of 50
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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          --          --              --

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

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.                                              

25   - PROSPECTUS     

424A
26th “Page” of 50
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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          --          --              --
   20            26,533          5,193       5,193          40,161          --          --              --
   25            33,864          4,420       4,420          40,161          --          --              --
   35            55,160          3,145       3,145          40,161          --          --              --

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

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.                                              

26   - PROSPECTUS     

424A
27th “Page” of 50
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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

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

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.                                              

27   - PROSPECTUS     

424A
28th “Page” of 50
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Just 28th
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          --          --              --

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

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.                                              

28   - PROSPECTUS     

424A
29th “Page” of 50
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Just 29th
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          --          --              --
   19            25,270          5,360       5,360          33,334          --          --              --
   20            26,533          5,193       5,193          33,334          --          --              --
   25            33,864          4,420       4,420          33,334          --          --              --
   35            55,160          3,145       3,145          33,334          --          --              --

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

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.                                              

29   - PROSPECTUS     

424A
30th “Page” of 50
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Just 30th
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.                                              

30   - PROSPECTUS     

424A
31st “Page” of 50
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Just 31st
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          --          --              --
   20            26,533         17,428      17,428          19,380          --          --              --
   25            33,864         20,353      20,353          21,371          --          --              --
   35            55,160         27,854      27,854          28,133          --          --              --

* 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.                                              

31   - PROSPECTUS     

424A
32nd “Page” of 50
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Just 32nd
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) 

                                                        [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          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          --          --              --
   13            18,856          6,459       6,459          19,380          --          --              --
   14            19,799          6,264       6,264          19,380          --          --              --
   15            20,789          6,073       6,073          19,380          --          --              --
   16            21,829          5,888       5,888          19,380          --          --              --
   17            22,920          5,707       5,707          19,380          --          --              --
   18            24,066          5,531       5,531          19,380          --          --              --
   19            25,270          5,360       5,360          19,380          --          --              --
   20            26,533          5,193       5,193          19,380          --          --              --
   25            33,864          4,420       4,420          19,380          --          --              --
   35            55,160          3,145       3,145          19,380          --          --              --

* 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.                                              

32   - PROSPECTUS     

424A
33rd “Page” of 50
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Just 33rd
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.                                              

33   - PROSPECTUS     

424A
34th “Page” of 50
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Just 34th
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)

                                                        [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         10,314       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          --          --              --

* 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.                                              

34   - PROSPECTUS     

424A
35th “Page” of 50
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Just 35th
Modified Single Premium Variable Life Insurance                                 
--------------------------------------------------------------------
LAST SURVIVOR OPTION
$10,000 INITIAL PREMIUM 
ISSUE AGE 55 MALE\55 FEMALE 
INITIAL FACE AMOUNT: $44,053

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          9,726       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.                                              

35   - PROSPECTUS     

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Modified Single Premium Variable Life Insurance                                 
--------------------------------------------------------------------
LAST SURVIVOR OPTION
$10,000 INITIAL PREMIUM 
ISSUE AGE 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.                                              

36   - PROSPECTUS     

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Modified Single Premium Variable Life Insurance                                 
--------------------------------------------------------------------
LAST SURVIVOR OPTION
$10,000 INITIAL PREMIUM 
ISSUE AGE 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.                                              

37   - PROSPECTUS     

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Modified Single Premium Variable Life Insurance                                 
--------------------------------------------------------------------
LAST SURVIVOR OPTION
$10,000 INITIAL PREMIUM 
ISSUE AGE 65 MALE\65 FEMALE 
INITIAL FACE AMOUNT: $27,778

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          9,721       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.                                              

38   - PROSPECTUS     

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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

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

We have audited the accompanying statutory-basis balance sheets of ITT Hartford 
Life and Annuity Insurance Company (a Connecticut Corporation and wholly owned  
subsidiary of Hartford Life Insurance Company) (the Company) as of December 31, 
1996 and 1995, and the related statutory-basis statements of income, changes in 
capital and surplus, and cash flows for each of the three years in the period   
ended December 31, 1996. 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-basis         
financial statements. When statutory-basis 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-basis 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, 1996 and 1995, and the results of its         
operations and its cash flows for each of the three years in the period ended   
December 31, 1996.                                                              

However, in our opinion, the statutory-basis financial statements referred to   
above present fairly, in all material respects, the financial position of the   
Company as of December 31, 1996 and 1995, and the results of its operations and 
its cash flows for each of the three years in the period ended December 31, 1996
in conformity with statutory accounting practices as described in Note 1.       

As discussed in Note 1 of notes to statutory financial statements, during 1994, 
the Company changed its valuation method in determining aggregate reserves for  
future benefits.                                                                

                       ARTHUR ANDERSEN LLP

Hartford, Connecticut                                                           
February 10, 1997                                                               

39   - PROSPECTUS     

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Statutory Basis Statements of Income                                            
--------------------------------------------------------------------

                                                                [Download Table]

                                                  FOR THE YEARS ENDED         
                                                      DECEMBER 31,            
                                           ---------------------------------- 
                                              1996        1995        1994    
                                           ----------  ----------  ---------- 
                                                         ($000)               
                                                                              
Revenues                                                                      
  Premiums and Annuity Considerations....  $  250,244  $  165,792  $  442,173 
  Annuity and Other Fund Deposits........   1,897,347   1,087,661     608,685 
  Net Investment Income..................      98,441      78,787      29,012 
  Commissions and Expense Allowances on                                       
   Reinsurance Ceded.....................     370,637     183,380     154,527 
  Reserve Adjustment on Reinsurance                                           
   Ceded.................................   3,864,395   1,879,785   1,266,926 
  Other Revenues.........................     161,906     140,796      41,857 
                                           ----------  ----------  ---------- 
    Total Revenues.......................   6,642,970   3,536,201   2,543,180 
                                           ----------  ----------  ---------- 
Benefits and Expenses                                                         
  Death and Annuity Benefits.............      60,111      53,029       7,948 
  Surrenders and Other Benefit                                                
   Payments..............................     276,720     221,392     181,749 
  Commissions and Other Expenses.........     491,720     236,202     186,303 
  Increase in Reserves for Future                                             
   Benefits..............................      27,351      94,253     416,748 
  Increase in Liability for Premium and                                       
   Other Deposit Funds...................     207,156     460,124     182,934 
  Net Transfers to Separate Accounts.....   5,492,964   2,414,669   1,541,419 
                                           ----------  ----------  ---------- 
    Total Benefits and Expenses..........   6,556,022   3,479,669   2,517,101 
                                           ----------  ----------  ---------- 
Net Gain from Operations Before Federal                                       
 Income Tax Expense......................      86,948      56,532      26,079 
  Federal Income Tax Expense.............      19,360      14,048      24,038 
                                           ----------  ----------  ---------- 
Net Gain from Operations.................      67,588      42,484       2,041 
  Net Realized Capital Gains (Losses)....         407         374          (2)
                                           ----------  ----------  ---------- 
Net Income...............................  $   67,995  $   42,858  $    2,039 
                                           ----------  ----------  ---------- 
                                           ----------  ----------  ---------- 

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

40   - PROSPECTUS     

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Statutory Basis Balance Sheets                                                  
--------------------------------------------------------------------

                                                                [Download Table]

                                                      AS OF DECEMBER 31,    
                                                    ----------------------- 
                                                       1996         1995    
                                                    -----------  ---------- 
                                                                            
                                                            ($000)          
Assets                                                                      
  Bonds...........................................  $ 1,268,480  $1,226,489 
  Common Stocks...................................       44,996      39,776 
  Policy Loans....................................       28,853      22,521 
  Cash and Short-Term Investments.................      176,830     173,304 
  Other Invested Assets...........................        2,858      13,432 
                                                    -----------  ---------- 
    Total Cash and Invested Assets................    1,522,017   1,475,522 
                                                    -----------  ---------- 
  Investment Income Due and Accrued...............       14,555      18,021 
  Premium Balances Receivable.....................          373         402 
  Receivables from Affiliates.....................          257       8,182 
  Other Assets....................................       19,099      25,907 
  Separate Account Assets.........................   14,619,324   7,324,910 
                                                    -----------  ---------- 
    Total Assets..................................  $16,175,625  $8,852,944 
                                                    -----------  ---------- 
                                                    -----------  ---------- 
Liabilities                                                                 
  Aggregate Reserves for Future Benefits..........  $   571,970  $  542,082 
  Policy and Contract Claims......................        6,806       8,223 
  Liability for Premium and Other Deposit Funds...    1,155,143     948,361 
  Asset Valuation Reserve.........................        7,442       8,010 
  Payable to Affiliates...........................       10,022       3,682 
  Other Liabilities...............................     (498,195)   (220,658)
  Separate Account Liabilities....................   14,619,324   7,324,910 
                                                    -----------  ---------- 
    Total Liabilities.............................   15,872,512   8,614,610 
                                                    -----------  ---------- 
Capital and Surplus                                                         
  Common Stock....................................        2,500       2,500 
  Gross Paid-In and Contributed Surplus...........      226,043     226,043 
  Unassigned Funds................................       74,570       9,791 
                                                    -----------  ---------- 
    Total Capital and Surplus.....................      303,113     238,334 
                                                    -----------  ---------- 
  Total Liabilities and Capital and Surplus.......  $16,175,625  $8,852,944 
                                                    -----------  ---------- 
                                                    -----------  ---------- 

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

41   - PROSPECTUS     

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Statutory Basis Statements of Changes in Capital and Surplus                    
--------------------------------------------------------------------

                                                                [Download Table]

                                            FOR THE YEARS ENDED DECEMBER 31,  
                                           ---------------------------------- 
                                             1996         1995         1994   
                                           ---------    ---------    -------- 
                                                                              
                                                         ($000)               
Capital and Surplus -- Beginning of                                           
 Year...................................   $ 238,334    $  91,285    $ 88,693 
                                           ---------    ---------    -------- 
  Net Income............................      67,995       42,858       2,039 
  Change in Net Unrealized Capital                                            
   (Losses) Gains on Common Stocks......      (5,171)       1,709        (133)
  Change in Asset Valuation Reserve.....         568       (5,588)     (1,356)
  Change in Non-Admitted Assets.........       1,387       (1,944)     (8,599)
  Change in Reserve (Valuation Basis)...          --           --      10,659 
  Aggregate Write-ins for Surplus.......          --        8,080         (18)
  Dividends to Shareholder..............          --      (10,000)         -- 
  Paid-In Surplus.......................          --      111,934          -- 
                                           ---------    ---------    -------- 
    Change in Capital and Surplus.......      64,779      147,049       2,592 
                                           ---------    ---------    -------- 
Capital and Surplus -- End of Year......   $ 303,113    $ 238,334    $ 91,285 
                                           ---------    ---------    -------- 
                                           ---------    ---------    -------- 

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

42   - PROSPECTUS     

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Statutory Basis Statements of Cash Flows                                        
--------------------------------------------------------------------

                                                                [Download Table]

                                              FOR THE YEARS ENDED DECEMBER 31,     
                                          -----------------------------------------
                                             1996           1995           1994    
                                          -----------    -----------    -----------
                                                                                   
                                                           ($000)                  
Operations                                                                         
  Premiums, Annuity Considerations and                                             
   Other Fund Deposits..................  $ 2,147,627    $ 1,253,511    $ 1,050,493
  Net Investment Income.................      106,178         78,328         24,519
  Other Revenues........................    4,396,892      2,253,466      1,515,700
                                          -----------    -----------    -----------
    Total Revenues......................    6,650,697      3,585,305      2,590,712
                                          -----------    -----------    -----------
  Benefits Paid.........................      338,998        277,965        181,205
  Federal Income Taxes Paid on                                                     
   Operations...........................       28,857        208,423         20,634
  Other Expenses........................    6,254,139      2,664,385      1,832,905
                                          -----------    -----------    -----------
    Total Benefits and Expenses.........    6,621,994      3,150,773      2,034,744
                                          -----------    -----------    -----------
    Net Cash from Operations............       28,703        434,532        555,968
                                          -----------    -----------    -----------
Proceeds from Investments                                                          
  Bonds.................................      871,019        287,941         87,747
  Common Stocks.........................       72,100             52             --
  Other.................................           10             28             40
                                          -----------    -----------    -----------
    Total Investment Proceeds...........      943,129        288,021         87,787
                                          -----------    -----------    -----------
Taxes (Paid) Received on Capital (Gains)                                           
 Losses.................................         (936)          (226)            96
Paid-In Surplus.........................           --        111,934             --
Other Cash Provided.....................       41,998         28,199         30,554
                                          -----------    -----------    -----------
    Total Proceeds......................    1,012,894        862,460        674,405
                                          -----------    -----------    -----------
Cost of Investments Acquired                                                       
  Bonds.................................      914,523        720,521        595,181
  Common Stocks.........................       82,495         35,794            808
  Miscellaneous Applications............          130          2,146          2,523
                                          -----------    -----------    -----------
    Total Investments Acquired..........      997,148        758,461        598,512
                                          -----------    -----------    -----------
Other Cash Applied                                                                 
  Dividends Paid to Shareholders........           --         10,000             --
  Other.................................       12,220          5,007         24,813
                                          -----------    -----------    -----------
    Total Other Cash Applied............       12,220         15,007         24,813
                                          -----------    -----------    -----------
      Total Applications................    1,009,368        773,468        623,325
                                          -----------    -----------    -----------
Net Change in Cash and Short-Term                                                  
 Investments............................        3,526         88,992         51,080
Cash and Short-Term Investments,                                                   
 Beginning of Year......................      173,304         84,312         33,232
                                          -----------    -----------    -----------
Cash and Short-Term Investments, End of                                            
 Year...................................  $   176,830    $   173,304    $    84,312
                                          -----------    -----------    -----------
                                          -----------    -----------    -----------

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

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Notes to Financial Statements                                                   
December 31, 1996                                                               
(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 
Hartford Life, Inc. ("Hartford Life"), which is ultimately owned by ITT Hartford
Group, Inc. ("The Hartford"), formerly a wholly owned subsidiary of ITT         
Corporation ("ITT"). On February 10, 1997, The Hartford announced its plans to  
sell up to 20% of Hartford Life to the public. On December 19, 1995, ITT        
Corporation distributed all the outstanding shares of The Hartford to ITT       
shareholders of record in an action known herein as the "Distribution". As a    
result of the Distribution, The Hartford became an independent, publicly traded 
company. During 1996, ILA re-domesticated from the State of Wisconsin to the    
State of Connecticut.                                                           

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 State of       
Connecticut Department of Insurance.                                            

The preparation of financial statements in conformity with statutory accounting 
principles requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets  
and liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reported 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 agents' 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 option basis, using a twenty year phase-in approach, whereas 
GAAP liabilities are required to be recorded;                               

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

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

  (9) the reporting of fixed maturities at amortized cost, whereas GAAP requires
that fixed maturities be classified as                                      

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 "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, those   
investments were reflected at fair value with the corresponding impact      
 included as a component of Stockholder's Equity designated as "Net unrealized
capital (loss)/gain on investments, net of tax". For statutory reporting    
purposes, Net Unrealized Capital Losses (Gains) on Common Stocks represent  
unrealized losses (gains) on common stock reported at fair value; and       

(10) separate account liabilities 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 and for the years ended December 31, 1996, 1995 and 1994, the significant 
differences between statutory and GAAP basis net income and capital and surplus 
for the Company are summarized as follows:                                      

                                                                [Download Table]

                                   1996         1995         1994     
                                -----------  -----------  ----------- 
                                                                      
GAAP Net Income...............  $    41,202  $    38,821  $    23,295 
Amortization and deferral of                                          
 policy acquisition costs.....     (341,572)    (174,341)    (117,863)
Change in unearned revenue                                            
 reserve......................       55,504       32,300       24,494 
Deferred taxes................        2,090        2,801       (9,267)
Separate accounts.............      306,978      146,635       75,941 
Other, net....................        3,793       (3,358)       5,439 
                                -----------  -----------  ----------- 
Statutory Net Income..........  $    67,995  $    42,858  $     2,039 
                                -----------  -----------  ----------- 
                                -----------  -----------  ----------- 

                                                                [Download Table]

                                   1996         1995         1994     
                                -----------  -----------  ----------- 
                                                                      
GAAP Capital and Surplus......  $   503,887  $   455,541  $   199,785 
Deferred policy acquisition                                           
 costs........................     (938,114)    (596,542)    (422,201)
Unearned revenue reserve......      130,148       74,644       42,344 
Deferred taxes................       12,823        1,493       13,257 
Separate accounts.............      640,101      333,123      186,488 
Asset valuation reserve.......       (7,442)      (8,010)      (2,422)
Unrealized gain (loss) on                                             
 bonds........................        5,112       (1,696)      21,918 
Adjustment relating to Lyndon                                         
 contribution (see Note 3)....      (41,277)     (41,277)          -- 
Other, net....................       (2,125)      21,058       52,116 
                                -----------  -----------  ----------- 
Statutory Capital and                                                 
 Surplus......................  $   303,113  $   238,334  $    91,285 
                                -----------  -----------  ----------- 
                                -----------  -----------  ----------- 

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 actuarial standards. Reserves for life insurance    
policies are generally based on the 1958 and 1980 Commissioner's Standard       
Ordinary Mortality Tables and various valuation rates ranging from 2.5% to 5%.  
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 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 Basis 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 NAIC Securities Valuation Office 
("SVO")are carried at the appropriate SVO published value. When a permanent     
reduction in the value of publicly traded securities occurs, the decrease is    
reported as a realized loss and the carrying value is adjusted accordingly.     
Common stocks are carried at market value with the difference from cost         
reflected in surplus. Other invested assets are generally recorded at fair      
value.                                                                          

Changes in net unrealized capital (losses)/gains on common stocks are reported  
as (reductions)/additions of surplus. The Asset Valuation Reserve ("AVR") is    
designed to provide a standardized reserving process for realized and unrealized
losses due to default and equity risks associated with invested assets. The     
reserve decreased by $568 in 1996 and increased by $5,588 and $1,356 in 1995 and
1994, 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 Basis 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 $1,413 and $39 in 1996 and 1995, respectively, and
the amount of net capital losses was $67 in 1994. The amount of income amortized
was $392, $256 and $114 in 1996, 1995 and 1994, respectively.                   

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OTHER LIABILITIES                                                               

The amount reflected in other liabilities includes a receivable from the        
separate accounts of $640 million and $333 million as of December 31, 1996 and  
1995, respectively. The balances are classified in accordance with NAIC         
accounting practices.                                                           

2. INVESTMENTS                                                                  

(A) COMPONENTS OF NET INVESTMENT INCOME                                         

                                                                [Download Table]

                            1996       1995       1994   
                          ---------  ---------  ---------
                                                         
Interest income from                                     
 bonds..................  $  89,940  $  76,100  $  28,335
Interest income from                                     
 policy loans...........      1,846      1,504        454
Interest and dividends                                   
 from other                                              
 investments............      7,864      2,288      1,069
                          ---------  ---------  ---------
Gross investment                                         
 income.................     99,650     79,892     29,858
Less: investment                                         
 expenses...............      1,209      1,105        846
                          ---------  ---------  ---------
Net investment income...  $  98,441  $  78,787  $  29,012
                          ---------  ---------  ---------
                          ---------  ---------  ---------

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

                                                                [Download Table]

                                1996       1995       1994    
                              ---------  ---------  --------- 
                                                              
Gross unrealized capital                                      
 gains at end of year.......  $     713  $   1,724  $      75 
Gross unrealized capital                                      
 losses at end of year......     (4,160)        --        (60)
                              ---------  ---------  --------- 
Net unrealized capital                                        
 (losses) gains.............     (3,447)     1,724         15 
Balance at beginning of                                       
 year.......................      1,724         15        148 
                              ---------  ---------  --------- 
Change in net unrealized                                      
 capital (losses) gains on                                    
 common stocks..............  $  (5,171) $   1,709  $    (133)
                              ---------  ---------  --------- 
                              ---------  ---------  --------- 

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

                                                                [Download Table]

                          1996       1995       1994    
                        ---------  ---------  --------- 
                                                        
Gross unrealized                                        
 capital gains at end                                   
 of year..............  $  11,821  $  22,251  $     986 
Gross unrealized                                        
 capital losses at end                                  
 of year..............     (3,842)    (1,374)   (34,718)
                        ---------  ---------  --------- 
Net unrealized capital                                  
 gains (losses) after                                   
 tax..................      7,979     20,877    (33,732)
Balance at beginning                                    
 of year..............     20,877    (33,732)     5,232 
                        ---------  ---------  --------- 
Change in net                                           
 unrealized capital                                     
 (losses) gains on                                      
 bonds and short-term                                   
 investments..........  $ (12,898) $  54,609  $ (38,964)
                        ---------  ---------  --------- 
                        ---------  ---------  --------- 

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

                                                                [Download Table]

                                  1996       1995       1994    
                                ---------  ---------  --------- 
                                                                
Bonds and short-term                                            
 investments..................  $   2,756  $     156  $    (101)
Common stocks.................          0         52          0 
Real estate and other.........          0          0         34 
                                ---------  ---------  --------- 
Realized capital gains                                          
 (losses).....................      2,756        208        (67)
Capital gains taxes                                             
 (benefit)....................        936       (205)         2 
                                ---------  ---------  --------- 
Net realized capital gains                                      
 (losses) after tax...........      1,820        413        (69)
Less: IMR capital gains                                         
 (losses).....................      1,413         39        (67)
                                ---------  ---------  --------- 
Net realized capital gains                                      
 (losses).....................  $     407  $     374  $      (2)
                                ---------  ---------  --------- 
                                ---------  ---------  --------- 

(E) OFF-BALANCE SHEET INVESTMENTS                                               

The Company had no significant financial instruments with off-balance sheet risk
as of December 31, 1996 and 1995.                                               

(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.                        

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

                                                        [Enlarge/Download Table]

                                                                                 AS OF DECEMBER 31, 1996             
                                                                     ------------------------------------------------
                                                                                     GROSS UNREALIZED                
                                                                      AMORTIZED    --------------------      FAIR    
                                                                         COST        GAINS     LOSSES       VALUE    
                                                                     ------------  ---------  ---------  ------------
                                                                                                                     
U.S. government and government agencies and authorities:                                                             
  (Guaranteed and sponsored)........................................ $     58,761  $       6  $    (195) $     58,572
  (Guaranteed and sponsored) -- asset-backed........................       78,237      1,477       (609)       79,105
States, municipalities and political subdivisions...................       25,958        163         (2)       26,119
International governments...........................................        7,447        205         --         7,652
Public utilities....................................................       70,116        396       (424)       70,088
All other corporate.................................................      410,530      6,357     (1,355)      415,532
All other corporate -- asset-backed.................................      485,953      2,654     (1,081)      487,526
Short-term investments..............................................      148,094         --        (66)      148,028
Certificates of deposit.............................................       83,378        563       (110)       83,831
Parents, subsidiaries and affiliates................................       48,100         --         --        48,100
                                                                     ------------  ---------  ---------  ------------
  Total bonds and short-term investments............................ $  1,416,574  $  11,821  $  (3,842) $  1,424,553
                                                                     ------------  ---------  ---------  ------------
                                                                     ------------  ---------  ---------  ------------
Common stock -- unaffiliated........................................ $     13,064  $     713  $       0  $     13,777
Common stock -- affiliated..........................................       35,379          0      4,160        31,219
                                                                     ------------  ---------  ---------  ------------
Total common stocks................................................. $     48,443  $     713  $   4,160  $     44,996
                                                                     ------------  ---------  ---------  ------------
                                                                     ------------  ---------  ---------  ------------

                                                        [Enlarge/Download Table]

                                                                                AS OF DECEMBER 31, 1995               
                                                                  ----------------------------------------------------
                                                                                    GROSS UNREALIZED                  
                                                                   AMORTIZED    ------------------------      FAIR    
                                                                      COST         GAINS       LOSSES        VALUE    
                                                                  ------------  -----------  -----------  ------------
                                                                                                                      
U.S. government and government agencies and authorities:                                                              
  (Guaranteed and sponsored)..................................... $     44,268   $      14    $    (248)  $     44,034
  (Guaranteed and sponsored) -- asset-backed.....................      176,160       4,644         (682)       180,122
States, municipalities and political subdivisions................       16,948          38           (6)        16,980
International governments........................................        5,402         441           --          5,843
Public utilities.................................................      108,083       1,652          (90)       109,645
All other corporate..............................................      374,058       8,145         (248)       381,955
All other corporate -- asset-backed..............................      410,197       5,841          (89)       415,949
Short-term investments...........................................      139,011          18           --        139,029
Certificates of deposit..........................................       91,373       1,458          (11)        92,820
                                                                  ------------  -----------  -----------  ------------
  Total bonds and short-term investments......................... $  1,365,500   $  22,251    $  (1,374)  $  1,386,377
                                                                  ------------  -----------  -----------  ------------
                                                                  ------------  -----------  -----------  ------------
Common stock -- unaffiliated..................................... $      2,668   $     555    $      --   $      3,223
Common stock -- affiliated.......................................       35,384       1,169           --         36,553
                                                                  ------------  -----------  -----------  ------------
  Total common stocks............................................ $     38,052   $   1,724    $      --   $     39,776
                                                                  ------------  -----------  -----------  ------------
                                                                  ------------  -----------  -----------  ------------

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The amortized cost and estimated market value of bonds and short-term           
investments at December 31, 1996 by management's anticipated maturity are shown 
below. Asset-backed securities are distributed to maturity year based on ILA's  
estimate of the rate of future prepayments of principal over the remaining life 
of the securities. Expected maturities differ from contractual maturities       
reflecting borrowers' rights to call or prepay their obligations.               

                                                                [Download Table]

                                             ESTIMATED  
                               AMORTIZED        FAIR    
          MATURITY                COST         VALUE    
----------------------------  ------------  ------------
                                                        
Due in one year or less.....  $    478,095  $    478,852
Due after one year through                              
 five years.................       622,805       623,105
Due after five years through                            
 ten years..................       259,479       265,681
Due after ten years.........        56,195        56,915
                              ------------  ------------
  Total.....................  $  1,416,574  $  1,424,553

Proceeds from sales of investments in bonds and short-term investments during   
1996, 1995 and 1994 were $668,078, $313,961 and $117,912, respectively,         
resulting in gross realized gains of $3,675, $1,419 and $518, respectively, and 
gross realized losses of $919, $1,263 and $619, 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]

                               1996                    1995         
                      ----------------------  ----------------------
                       CARRYING      FAIR      CARRYING      FAIR   
                        AMOUNT       VALUE      AMOUNT       VALUE  
                      -----------  ---------  -----------  ---------
                                                                    
Assets                                                              
  Bonds and short-                                                  
   term                                                             
   investments......   $   1,417   $   1,425   $   1,366   $   1,386
  Common stocks.....          45          45          40          40
  Policy loans......          29          29          23          23
  Other invested                                                    
   assets...........           3           3          13          13
Liabilities                                                         
  Liabilities on                                                    
   investment                                                       
   contracts........   $   1,245   $   1,191   $   1,031   $     981

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

3. RELATED PARTY TRANSACTIONS                                                   

Transactions between the Company and its affiliates within The 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 bonds and          
short-term investments, common stocks 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 million were recorded  
as an increase to paid-in surplus.                                              

For additional information, see Note 5.                                         

4. FEDERAL INCOME TAXES                                                         

The Company and The Hartford have entered into a tax sharing agreement under    
which each member in the consolidated U.S. Federal income tax return will make  
payments between them such that, with respect to any period, the amount of taxes
to be paid by the Company, subject to certain adjustments, generally will be    
determined as though the Company were to file separate federal, state and local 
income tax returns.                                                             

As long as The Hartford continues to beneficially own, directly or indirectly,  
at least 80% of the combined voting power and 80% of the value of the           
outstanding capital stock of Hartford Life, the Company will be included for    
Federal income tax purposes in the consolidated group of which The Hartford is  
the common parent. It is the current intention of The Hartford and its          
subsidiaries to continue to file a single consolidated Federal income tax       
return. The Company will continue to remit (receive from) The Hartford a current
income tax provision (benefit) computed in accordance with such tax sharing     
agreement. Federal income taxes paid by the Company were $29,792, $215,921 and  
$20,538 in 1996, 1995 and 1994, respectively. The effective tax rate was 22%,   
25% and 92% in 1996, 1995 and 1994, respectively. The following schedule        
provides a reconciliation of the tax provision at the U.S. Federal Statutory    
rate to Federal income tax expense (in millions).                               

                                                                [Download Table]

                                                 1996        1995        1994   
                                                 -----       -----       -----  
                                                                                
Tax provision at U.S. Federal statutory                                         
 rate......................................... $      30   $      20   $       9
Tax deferred acquisition costs................        27           8           8
Statutory to tax reserve differences..........        --           3           5
Unrealized (gain)/loss on separate accounts...       (21)        (13)          2
Investments and other.........................       (17)         (4)         --
                                                     ---         ---         ---
Federal income tax expense.................... $      19   $      14   $      24
                                                     ---         ---         ---
                                                     ---         ---         ---

5. CAPITAL AND SURPLUS AND SHAREHOLDER DIVIDEND RESTRICTIONS                    

The maximum amount of dividends which can be paid, without prior approval, by   
State of Connecticut 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. No dividends were paid in 1996 or
1994. ILA paid dividends of $10 million to its parent, HLIC, in 1995. As a      
result of the Distribution by ITT, the assets of ITT                            

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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 surplus.               

6. PENSION PLANS AND OTHER POST-RETIREMENT AND POST-EMPLOYMENT BENEFITS         
The Company's employees are included in The Hartford's non-contributory defined 
benefit pension plans. These plans provide pension benefits that are based on   
years of service and the employee's compensation during the last ten years of   
employment. The Company's funding policy is to contribute annually an amount    
between the minimum funding requirements set forth in the Employee Retirement   
Income Security Act of 1974 and the maximum amount that can be deducted for     
Federal income tax purposes. Generally, pension costs are funded through the    
purchase of HLIC's group pension contracts. Pension expense was $358, $1,034,   
and $1,211 in 1996, 1995 and 1994, respectively. Liabilities for the plan are   
held by The Hartford.                                                           

The Company also participates in The 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 The Hartford. The cost to ILA was not   
material in 1996, 1995 and 1994.                                                

The Company's employees are included in The Hartford'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   
The Hartford 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 9.3% for 1996, 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  
1996, 1995 and 1994.                                                            

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 1996, 1995 and 1994.                        

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]

                                     1996        1995        1994   
                                  ----------  ----------  ----------
                                                                    
Direct premiums.................  $  226,612  $  159,918  $  133,180
Premiums assumed................      33,817      13,299         960
Premiums ceded..................     (10,185)     (7,425)    308,033
                                  ----------  ----------  ----------
Premiums and annuity                                                
 considerations.................  $  250,244  $  165,792  $  442,173
                                  ----------  ----------  ----------
                                  ----------  ----------  ----------

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, in      
December 1994, 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 1994.                    

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 1994.                                                     

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 1994.                                      

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 $14.6    
billion and $7.3 billion at December 31, 1996 and 1995, respectively. Separate  
account assets are reported at                                                  

49   - PROSPECTUS     

424A
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fair value and separate account liabilities are determined in accordance with   
CARVM, which approximates the market value less applicable surrender charges.   
Separate account assets are segregated from other investments, the policyholder 
assumes the investment risk, and the investment income and gains and losses     
accrue directly to the policyholder. Separate account management fees, net of   
minimum guarantees, were $144 million, $72 million and $42 million in 1996, 1995
and 1994, respectively, and are recorded as a component of other revenues on the
Statutory Basis Statements of Income.                                           

9. COMMITMENTS AND CONTINGENCIES                                                

As of December 31, 1996 and 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 normal course 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 $1,262, $1,684 and $583 in 1996, 1995 and 1994,             
respectively. ILA incurred guaranteed fund expense of $548, $0 and $0 in 1996,  
1995 and 1994, respectively.                                                    

50   - PROSPECTUS     

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘424A’ Filing		Date		First		Last			Other Filings
Corrected on:		5/3/04							497J
Changed as of:		10/6/99
		7/31/98		4
Filed on:		2/27/98		1
		1/1/98		6
		5/1/97		1
		2/10/97		39		44
		12/31/96		4		50			24F-2NT
		1/26/96		22
		1/1/96		4
		12/31/95		39		50			24F-2NT
		12/19/95		44
		6/30/95		48					N-30D
		12/31/94		45
		8/17/94		6
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