8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

March 17, 2010
Date of Report (Date of earliest event reported)

THE HARTFORD FINANCIAL SERVICES GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-13958	13-3317783
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

One Hartford Plaza, Hartford, Connecticut 06155
(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (860) 547-5000

Not Applicable
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events

     On March 17, 2010, The Hartford Financial Services Group, Inc. (the “Company”) issued a press release announcing the pricing of its previously announced public offerings of shares of common stock and depositary shares, with each depositary share representing a 1/40^th interest in a share of the Company’s 7.25% mandatory convertible preferred stock.

     The offerings are scheduled to close on or about March 23, 2010.

     A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release of The Hartford Financial Services Group, Inc. dated March 17, 2010

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	THE HARTFORD FINANCIAL SERVICES GROUP, INC. (Registrant)
March 17, 2010	By:	/s/ RICARDO A. ANZALDUA
		Name:	Ricardo A. Anzaldua
		Title:	Senior Vice President and Corporate Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of The Hartford Financial Services Group, Inc. dated March 17, 2010.

EX-99.1

Exhibit 99.1

NEWS RELEASE

Media Contact:	Investor Contact:
Shannon Lapierre	Rick Costello
860-547-5624	860-547-8480
Shannon.Lapierre@thehartford.com	Richard.Costello@thehartford.com
	JR Reilly
	860-547-9140
	JR.Reilly@thehartford.com

The Hartford Prices Common and Depositary Share Offerings

HARTFORD, Conn., March 17, 2010 — The Hartford Financial Services Group, Inc. (NYSE: HIG) today announced that it has priced an offering of 52.253 million shares of its common stock at a price of $27.75 per share. In addition, The Hartford announced it has priced a concurrent offering of 20 million depositary shares, each representing a 1/40^th interest in The Hartford’s 7.25% Mandatory Convertible Preferred Stock, Series F at a price of $25 per depositary share.

The underwriters for the respective offerings will have a 30-day option to purchase up to an additional 15 percent of the original issuance amount, or approximately 8 million shares, of common stock and up to an additional 3 million depositary shares, in each case at the public offering price less the underwriting discount. The closing is expected to occur on or about March 22, 2010.

The Hartford plans to use the net proceeds of the offerings, together with proceeds from a planned debt offering and available funds to repurchase in full the $3.4 billion of The Hartford’s preferred shares issued to the U.S. Treasury Department under Treasury’s Capital Purchase Program once it has received approval to do so. Following the repurchase, the U.S. Treasury Department will continue to hold a warrant to purchase approximately 52 million shares of The Hartford’s common stock at an exercise price of $9.79 per share, subject to adjustment. The Hartford does not intend to repurchase the warrant.

About The Offering

Goldman, Sachs & Co. and J.P. Morgan Securities Inc. are acting as joint bookrunning managers for the offerings of common stock and depositary shares, each representing a 1/40^th interest in a share of 7.25% Mandatory Convertible Preferred Stock, Series F.

The proposed offerings will be made only by means of a prospectus and related prospectus supplement, which may be obtained by visiting the SEC’s website at www.sec.gov or by contacting Goldman, Sachs & Co., Attention: Prospectus Department, 85 Broad Street, New York, NY 10004, telephone: 866-471-2526, fax: 212-902-9316, email: Prospectus-ny@ny.email.gs.com or by contacting J.P. Morgan Securities Inc. via Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717,1-866-803-9204.

About The Hartford

Celebrating nearly 200 years, The Hartford (NYSE: HIG) is an insurance-based financial services company that serves households, businesses and employees by helping to protect their assets and income from risks, and by managing wealth and retirement needs. A Fortune 500 company, The Hartford is recognized widely for its service expertise and as one of the world’s most ethical companies.

HIG-F

This news release shall not constitute an offer to sell or a solicitation to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Some of the statements in this release may be considered forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. We caution investors that these forward-looking statements are not guarantees of future performance, and actual results may differ materially. Investors should consider the important risks and uncertainties that may cause actual results to differ. These important risks and uncertainties include those discussed in our Annual Report for fiscal year 2009 on Form 10-K and the other filings we make with the Securities and Exchange Commission. We assume no obligation to update this release, which speaks as of the date issued.