SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

AYER RAMANI

(Last)

(First)

(Middle)

THE HARTFORD FINANCIAL SERVICES GROUP

HARTFORD PLAZA

(Street)

HARTFORD

06115

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HARTFORD FINANCIAL SERVICES GROUP INC/DE [ HIG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman, President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/18/2004		A		22,700	A	$65.99	220,421	D
Common Stock								16,900	I⁽¹⁾	By Limited Liability Company

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option	$21.61							⁽²⁾	05/11/2005	Common Stock	25,822		25,822	D
Stock Option	$26							⁽³⁾	02/16/2006	Common Stock	74,400		74,400	D
Stock Option	$36.125							⁽⁴⁾	01/26/2007	Common Stock	94,340		94,340	D
Stock Option	$44.47							⁽⁵⁾	12/17/2007	Common Stock	260,000		260,000	I	By Trust⁽⁶⁾
Stock Option	$46.315							⁽⁷⁾	02/21/2008	Common Stock	112,140		112,140	D
Stock Option	$45.5							⁽⁸⁾	10/14/2008	Common Stock	114,021		114,021	D
Stock Option	$51							⁽⁹⁾	02/18/2009	Common Stock	165,675		165,675	D
Stock Option	$34							⁽¹⁰⁾	02/18/2010	Common Stock	408,497		408,497	D
Stock Option	$62.07							⁽¹¹⁾	02/23/2011	Common Stock	222,046		222,046	D
Stock Option	$65.85							⁽¹²⁾	02/23/2012	Common Stock	201,556		201,556	D
Stock Option	$37.37							⁽¹³⁾	02/22/2013	Common Stock	171,465		171,465	D
Stock Option	$65.99	02/18/2004		A		96,723		⁽¹⁴⁾	02/20/2014	Common Stock	96,723	$65.99	96,723	D

Explanation of Responses:

1. Shares of common stock held by a Limited Liability Company of which Mr. Ayer and his spouse are the co-managing and sole members.

2. The option became fully exercisable on May 9, 1998, the third anniversary of the grant date.

3. The option became fully exercisable on February 14, 1999, the third anniversary of the grant date.

4. The option became fully exercisable on January 24, 2000, the third anniversary of the grant date.

5. The option became fully exercisable on March 1, 2001, following the achievement of the following criteria: prior to March 1, 2001, the closing price of the Company's Common Stock on the New York Stock Exchange reached (i) $61.50 for 10 or more consecutive trading days, (ii) $63.00 for 10 or more consecutive trading days, and (iii) $65.00 for 10 or more consecutive trading days.

6. Option held by a Grantor Retained Annuity Trust of which Mr. Ayer is Trustee.

7. The option became fully exercisable on February 19, 2001, the third anniversary of the grant date.

8. The option became fully exercisable as of April 15, 1999, following the achievement of the following criteria: the closing price of the Company's Common Stock on the New York Stock Exchange reached 125% of the grant price for at least 10 consecutive trading days.

9. The option became fully exercisable as of August 16, 2000, following the achievement of the following criteria: the closing price of the Company's Common Stock on the New York Stock Exchange reached 125% of the grant price for at least 10 consecutive trading days.

10. The option became fully exercisable as of April 11, 2000, following the achievement of the following criteria: the closing price of the Company's Common Stock on the New York Stock Exchange reached 125% of the grant price for at least 10 consecutive trading days.

11. The option becomes fully exercisable upon the earlier of: (i) February 21, 2008 (seven years from the grant date) and (ii) the closing price of the Company's Common Stock reaches 125% of the grant price for at least 10 consecutive trading days.

12. The option becomes fully exercisable upon the earlier of: (i) February 20, 2009 (seven years from the grant date) and (ii) the closing price of the Company's Common Stock on the New York Stock Exchange reaches 125% of the grant price for at least 10 consecutive trading days.

13. The option became fully exerciable on June 18, 2003, following the achievement of the following criteria: the closing price of the Company's Common Stock on the New York Stock Exchange reached 125% of the grant price for 10 consecutive trading days.

14. One-third of the option will become exercisable on February 18, 2005, an additional one-third of the option will become exercisable on February 18, 2006 and the remaining one-third of the option will become exercisable on February 18, 2007, the third anniversary of the grant date.

Remarks:

	/s/ Amanda Grabowski Aquino, POA for Ramani Ayer by Power of Attorney of Ramani Ayer dated February 19, 2004.	02/20/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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