HARTFORD FINANCIAL SERVICES GROUP INC/DE
10-Q, 1998-05-15
INSURANCE AGENTS, BROKERS & SERVICE
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================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------
                                    FORM 10-Q


(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
     ACT OF 1934

For The Quarterly Period Ended March 31, 1998

                                       OR

[ ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(D)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934


For the transition period from ____________ to ______________


                         Commission file number 0-19277


                   THE HARTFORD FINANCIAL SERVICES GROUP, INC.
             (Exact name of registrant as specified in its charter)


          DELAWARE                                          13-3317783
  (State or other jurisdiction of                       (I.R.S. Employer
  incorporation or organization)                      Identification Number)

                HARTFORD PLAZA, HARTFORD, CONNECTICUT 06115-1900
                    (Address of principal executive offices)

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



Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.
Yes [X]      No[   ]


As of April 30, 1998, there were outstanding 117,839,232 shares of Common Stock,
$0.01 par value per share, of the registrant.

================================================================================

<PAGE>

                                      INDEX

PART I.  FINANCIAL INFORMATION
- - ------------------------------

ITEM 1.  FINANCIAL STATEMENTS                                              PAGE

Consolidated Statements of Income - First Quarter Ended March 31,
1998 and 1997                                                                3

Consolidated Balance Sheets - March 31, 1998 and December 31, 1997           4

Consolidated Statements of Changes in Stockholders' Equity - First Quarter
Ended March 31, 1998 and 1997                                                5

Consolidated Statements of Cash Flows - First Quarter Ended March 31,
1998 and 1997                                                                6

Notes to Consolidated Financial Statements                                   7

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS                                          8


PART II.  OTHER INFORMATION
- - ---------------------------

ITEM 1.  LEGAL PROCEEDINGS                                                  18

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                                   18

Signature                                                                   19

                                     - 2 -
<PAGE>
                          PART I. FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

<TABLE>
<CAPTION>

                   THE HARTFORD FINANCIAL SERVICES GROUP, INC.
                        CONSOLIDATED STATEMENTS OF INCOME




                                                              First Quarter Ended
                                                                    March 31, 
                                                          --------------------------
(In millions, except for per share data)                        1998          1997
- - ------------------------------------------------------------------------------------ 
                                                                     (Unaudited)
REVENUES
<S>                                                        <C>           <C>       
  Earned premiums and other considerations                 $    2,948    $    2,470
  Net investment income                                           684           629
  Net realized capital gains                                       96            37
- - ------------------------------------------------------------------------------------ 
    TOTAL REVENUES                                             3,728         3,136
     =============================================================================== 

BENEFITS, CLAIMS AND EXPENSES
  Benefits, claims and claim adjustment expenses                2,111         1,958
  Amortization of deferred policy acquisition costs               487           454
  Other expenses                                                  744           450
- - ------------------------------------------------------------------------------------ 
     TOTAL BENEFITS, CLAIMS AND EXPENSES                        3,342         2,862
     =============================================================================== 

     OPERATING INCOME                                             386           274
  Income tax expense                                              106            70
- - ------------------------------------------------------------------------------------ 

     INCOME BEFORE MINORITY INTEREST                              280           204
Minority interest in consolidated subsidiary                      (16)         --
- - ------------------------------------------------------------------------------------ 

     NET INCOME                                            $      264    $      204
     =============================================================================== 

Basic earnings per share                                   $     2.24    $     1.73
Diluted earnings per share                                 $     2.21    $     1.71
- - ------------------------------------------------------------------------------------ 
Weighted average common shares outstanding                      117.9         117.7
Weighted average common shares outstanding and dilutive
  potential common shares                                       119.6         119.1
- - ------------------------------------------------------------------------------------ 
Cash dividends declared per share                          $     0.42    $     0.40
==================================================================================== 
<FN>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
</FN>
</TABLE>

                                     - 3 -
<PAGE>
<TABLE>
<CAPTION>
                   THE HARTFORD FINANCIAL SERVICES GROUP, INC.
                           CONSOLIDATED BALANCE SHEETS


                                                                                           March 31,   December 31,
(In millions, except for share data)                                                          1998          1997
- - ------------------------------------------------------------------------------------------------------------------
ASSETS                                                                                   (Unaudited)
   Investments
   Fixed maturities, available for sale, at fair value (amortized cost of $34,919 and
<S>                                                                                           <C>           <C>  
    $ 34,061)                                                                            $   35,891    $   35,053
   Equity securities, available for sale, at fair value (cost of $1,315 and $1,509)           1,795         1,922
   Policy loans, at outstanding balance                                                       3,764         3,759
   Other investments, at cost                                                                   590           388
- - ------------------------------------------------------------------------------------------------------------------
      Total investments                                                                      42,040        41,122
   Cash                                                                                          76           140
   Premiums receivable and agents' balances                                                   2,167         1,873
   Reinsurance recoverables                                                                  10,340        10,839
   Deferred policy acquisition costs                                                          4,358         4,181
   Deferred income tax                                                                        1,069           955
   Other assets                                                                               2,736         2,502
   Separate account assets                                                                   78,625        70,131
- - ------------------------------------------------------------------------------------------------------------------
      TOTAL ASSETS                                                                       $  141,411    $  131,743
      ============================================================================================================

LIABILITIES
   Future policy benefits, unpaid claims and claim adjustment expenses
      Property and casualty                                                              $   18,273    $   18,376
      Life                                                                                    5,419         5,271
   Other policy claims and benefits payable                                                  21,100        21,143
   Unearned premiums                                                                          3,117         2,895
   Short-term debt                                                                              281           291
   Long-term debt                                                                             1,482         1,482
   Company obligated mandatorily redeemable preferred securities of subsidiary trusts
    holding solely parent junior subordinated debentures                                      1,000         1,000
   Other liabilities                                                                          5,362         4,672
   Separate account liabilities                                                              78,625        70,131
- - ------------------------------------------------------------------------------------------------------------------
                                                                                            134,659       125,261

COMMITMENTS AND CONTINGENCIES, NOTE 3

MINORITY INTEREST IN CONSOLIDATED SUBSIDIARY                                                    411           397

STOCKHOLDERS' EQUITY
   Common stock - authorized 200,000,000, issued 119,989,999 shares, par value
      $ 0.01                                                                                      1             1
   Additional paid-in capital                                                                 1,687         1,659
   Retained earnings                                                                          3,873         3,658
   Treasury stock, at cost - 2,181,349 and 2,013,779 shares                                     (89)          (65)
   Accumulated other comprehensive income                                                       869           832
- - ------------------------------------------------------------------------------------------------------------------
      TOTAL STOCKHOLDERS' EQUITY                                                              6,341         6,085
      ============================================================================================================
      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                         $  141,411    $  131,743
      ============================================================================================================
<FN>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
</FN>
</TABLE>

                                     - 4 -
<PAGE>
<TABLE>
<CAPTION>
                   THE HARTFORD FINANCIAL SERVICES GROUP, INC.
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY


FIRST QUARTER ENDED MARCH 31, 1998
                                                                                 Accumulated Other
                                                                                Comprehensive Income
                                                                           --------------------------------
                                       Common Stock/             Treasury   Unrealized Gain   Cumulative              Outstanding
                                        Additional    Retained    Stock,    on Securities,    Translation               Shares
(Dollars in millions) (Unaudited)     Paid-in Capital  Earnings   at cost      net of tax     Adjustments    Total  (In thousands)
- - ------------------------------------------------------------------------------------------------------------------------------------

<S>                                         <C>          <C>        <C>           <C>             <C>        <C>          <C>    
BALANCE, BEGINNING OF PERIOD                $1,660       $3,658     $(65)         $853            $(21)      $6,085       117,976
Comprehensive income
   Net income                                               264                                                 264
   Other comprehensive income, net
    of tax (1)
      Unrealized gain on securities                                                 40                           40
       (2)
      Cumulative translation adjustments                                                            (3)          (3)
                                                                                                           ----------
   Total other comprehensive income                                                                              37
                                                                                                           ----------
     Total comprehensive income                                                                                 301
                                                                                                           ----------
Issuance of shares under incentive
   and stock purchase plans                     13                    22                                         35           306
Tax benefit on employee stock
   options and awards                           15                                                               15
Dividends declared on common stock                          (49)                                                (49)
Treasury stock acquired                                              (46)                                       (46)         (473)
- - ------------------------------------------------------------------------------------------------------------------------------------
BALANCE, END OF PERIOD                      $1,688       $3,873     $(89)         $893            $(24)      $6,341       117,809
- - ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
FIRST QUARTER ENDED MARCH 31, 1997
                                                                                Accumulated Other
                                                                                Comprehensive Income
                                                                           --------------------------------
                                       Common Stock/             Treasury   Unrealized Gain   Cumulative              Outstanding
                                        Additional    Retained    Stock,    on Securities,    Translation               Shares
(Dollars in millions) (Unaudited)     Paid-in Capital  Earnings   at cost      net of tax     Adjustments    Total   (In thousands)
- - ------------------------------------------------------------------------------------------------------------------------------------

<S>                                         <C>          <C>        <C>           <C>              <C>       <C>          <C>    
BALANCE, BEGINNING OF PERIOD                $1,643       $2,515     $(30)         $352             $40       $4,520       117,556
Comprehensive income
   Net income                                               204                                                 204
   Other comprehensive income, net
    of tax (1)
      Unrealized loss on securities                                               (256)                        (256)
       (2)
      Cumulative translation adjustments                                                           (52)         (52)
                                                                                                           ----------
   Total other comprehensive income                                                                            (308)
                                                                                                           ----------
     Total comprehensive income                                                                                (104)
                                                                                                           ----------
Issuance of shares under incentive
   and stock purchase plans                     12                                                               12           402
Dividends declared on common stock                          (47)                                                (47)
- - ------------------------------------------------------------------------------------------------------------------------------------
BALANCE, END OF PERIOD                      $1,655       $2,672     $(30)          $96            $(12)      $4,381       117,958
- - ------------------------------------------------------------------------------------------------------------------------------------
<FN>
(1)  Unrealized  gain (loss) on  securities  is net of tax of $22 and $(141) for
     the first quarter ended March 31, 1998 and 1997, respectively.  There is no
     tax effect on cumulative translation adjustments.

(2)  Net of reclassification  adjustment for gains realized in net income of $63
     and $25 for the first quarter ended March 31, 1998 and 1997, respectively.

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
</FN>
</TABLE>

                                     - 5 -
<PAGE>

<TABLE>
<CAPTION>
                   THE HARTFORD FINANCIAL SERVICES GROUP, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                                  First Quarter Ended
                                                                                                       March 31,
                                                                                           ----------------------------------
(In millions)                                                                                      1998            1997
- - -----------------------------------------------------------------------------------------------------------------------------
                                                                                                      (Unaudited)
OPERATING ACTIVITIES
<S>                                                                                        <C>              <C>         
   Net income                                                                              $         264    $        204
ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES
   Increase in receivables, payables and accruals                                                   (310)           (212)
   (Increase) decrease in reinsurance recoverables and other related assets                          232            (268)
   Increase in deferred policy acquisition costs                                                    (157)           (182)
   Accrued and deferred income taxes                                                                 (23)             89
   Increase in liabilities for future policy benefits, unpaid claims and claim
     adjustment expenses and unearned premiums                                                       146             454
   Minority interest in consolidated subsidiary                                                       16              --
   Net realized capital gains                                                                        (96)            (37)
   Depreciation and amortization                                                                      36              21
   Other, net                                                                                         68             277
- - -----------------------------------------------------------------------------------------------------------------------------
      NET CASH PROVIDED BY OPERATING ACTIVITIES                                                      176             346
=============================================================================================================================
INVESTING ACTIVITIES
   Purchase of investments                                                                       (10,550)         (9,683)
   Sale of investments                                                                             3,225           2,957
   Maturity of investments                                                                         7,088           6,144
   Purchase of affiliate                                                                            (189)             --
   Additions to plant, property and equipment                                                        (38)            (13)
- - -----------------------------------------------------------------------------------------------------------------------------
      NET CASH USED FOR INVESTING ACTIVITIES                                                        (464)           (595)
=============================================================================================================================
FINANCING ACTIVITIES
   Short-term debt, net                                                                              (10)            637
   Net receipts from (disbursements for) investment and universal life-type contracts
     credited to (charged from) policyholder accounts                                                312            (316)
   Dividends paid                                                                                    (47)            (48)
   Acquisition of treasury stock                                                                     (46)             --
   Proceeds from issuances under incentive and stock purchase plans                                   13              12
- - -----------------------------------------------------------------------------------------------------------------------------
      NET CASH PROVIDED BY FINANCING ACTIVITIES                                                      222             285
=============================================================================================================================
   Foreign exchange rate effect on cash                                                                2              (2)
- - -----------------------------------------------------------------------------------------------------------------------------
   Net increase (decrease) in cash                                                                   (64)             34
   Cash - beginning of period                                                                        140             112
- - -----------------------------------------------------------------------------------------------------------------------------
      CASH - END OF PERIOD                                                                 $          76    $        146
=============================================================================================================================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
- - ------------------------------------------------
NET CASH PAID (REFUNDS RECEIVED) DURING THE PERIOD FOR:
Income taxes                                                                               $          93    $        (70)
Interest                                                                                   $          24    $         40

<FN>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
</FN>
</TABLE>

                                     - 6 -
<PAGE>

                   THE HARTFORD FINANCIAL SERVICES GROUP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
   (Dollar amounts in millions except for share data unless otherwise stated)


NOTE 1.  SIGNIFICANT ACCOUNTING POLICIES

(A)   BASIS OF PRESENTATION

The accompanying  unaudited  consolidated  financial  statements of The Hartford
Financial  Services  Group,  Inc. ("The  Hartford" or the  "Company")  have been
prepared in accordance with generally accepted accounting principles for interim
periods. Less than majority-owned  entities in which The Hartford has at least a
20%  interest  are reported on an equity  basis.  In the opinion of  management,
these statements include all normal recurring  adjustments  necessary to present
fairly the  financial  position,  results of  operations  and cash flows for the
periods presented. For a description of accounting policies, see Note 1 of Notes
to Consolidated  Financial  Statements included in The Hartford's 1997 Form 10-K
Annual Report.

Certain  reclassifications have been made to prior year financial information to
conform to the current year classification of transactions and accounts.

(B)   CHANGES IN ACCOUNTING PRINCIPLES

In March 1998, the American  Institute of Certified  Public  Accountants  issued
Statement of Position  ("SOP") No. 98-1,  "Accounting  for the Costs of Computer
Software  Developed or Obtained for Internal Use". This SOP provides guidance on
accounting  for  costs of  internal  use  software  and in  determining  whether
software is for internal use. The SOP defines  internal use software as software
that is acquired,  internally  developed,  or modified  solely to meet  internal
needs and  identifies  stages of software  development  and  accounting  for the
related costs incurred during the stages. This statement is effective for fiscal
years  beginning  after December 15, 1998 and is not expected to have a material
impact on the Company's financial condition or results of operations.

Effective   January  1,  1998,  The  Hartford  adopted  Statement  of  Financial
Accounting Standards ("SFAS") No. 130, "Reporting  Comprehensive  Income", which
establishes  standards for reporting and display of comprehensive income and its
components in a full set of general purpose financial statements.  The objective
of this  statement  is to  report a  measure  of all  changes  in  equity  of an
enterprise that result from transactions and other economic events of the period
other than  transactions with owners.  Comprehensive  income is the total of net
income and all other nonowner  changes in equity.  Accordingly,  the Company has
reported  comprehensive  income in the  Consolidated  Statements  of  Changes in
Stockholders' Equity.

NOTE 2.  EARNINGS PER SHARE

The Company adopted SFAS No. 128,  "Earnings per Share",  effective December 15,
1997, and as a result,  the Company's  reported earnings per share for March 31,
1997 were  restated  to reflect the effect of  reporting  diluted  earnings  per
share. The following  tables present a reconciliation  of income and shares used
in calculating  basic  earnings per share to those used in  calculating  diluted
earnings per share.

<TABLE>
<CAPTION>

MARCH 31, 1998                                                                   Income         Shares           Per Share Amount
- - -----------------------------------------------------------------------------------------------------------------------------------
BASIC EARNINGS PER SHARE
<S>                                                                         <C>                    <C>       <C>          
  Income available to common shareholders                                   $         264          117.9     $        2.24
                                                                                                               --------------------
DILUTED EARNINGS PER SHARE
  Options and contingently issuable shares                                              --            1.7
                                                                              ------------------------------
  Income available to common shareholders plus assumed conversions          $         264          119.6     $        2.21
- - -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
MARCH 31, 1997                                                                   Income         Shares           Per Share Amount
- - -----------------------------------------------------------------------------------------------------------------------------------
BASIC EARNINGS PER SHARE
<S>                                                                         <C>                    <C>       <C>          
  Income available to common shareholders                                   $         204          117.7     $        1.73
                                                                                                               --------------------
DILUTED EARNINGS PER SHARE
  Options and contingently issuable shares                                              --            1.4
                                                                              ------------------------------
  Income available to common shareholders plus assumed conversions          $         204          119.1     $        1.71
- - -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Basic  earnings per share are computed  based on the weighted  average number of
shares  outstanding  during the period.  Diluted  earnings per share include the
dilutive  effect of outstanding  options,  using the treasury stock method,  and
also contingently issuable shares. Under the treasury stock method,  exercise of
options  is assumed  with the  proceeds  used to  purchase  common  stock at the
average market price for the period. The difference between the number of shares
assumed issued and number of shares  purchased  represents the dilutive  shares.
Contingently   issuable  shares  are  included  upon   satisfaction  of  certain
conditions related to the contingency.


NOTE 3.  COMMITMENTS AND CONTINGENCIES

(A)   LITIGATION

The Hartford is involved in various legal actions,  some of which involve claims
for substantial  amounts.  In the opinion of management,  the ultimate liability
with respect to such lawsuits is not expected to be material to the consolidated
financial condition, results of operations or cash flows of The Hartford.

(B)   ENVIRONMENTAL AND ASBESTOS CLAIMS

Information  regarding  environmental  and  asbestos  claims may be found in the
Environmental  and Asbestos  Claims section of the  Management's  Discussion and
Analysis of Financial Condition and Results of Operations.

                                     - 7 -
<PAGE>
ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS

   (Dollar amounts in millions except per share data unless otherwise stated)

Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations  ("MD&A")  addresses  the  financial  condition of The Hartford as of
March 31, 1998,  compared with December 31, 1997,  and its results of operations
for the first quarter ended March 31, 1998  compared  with the  equivalent  1997
period.  This discussion should be read in conjunction with the MD&A included in
The Hartford's 1997 Form 10-K Annual Report.

Certain of the statements  contained herein (other than statements of historical
fact) are forward-looking  statements.  Such forward-looking statements are made
pursuant to the safe harbor  provisions  of the  Private  Securities  Litigation
Reform Act of 1995 and include  estimates and  assumptions  related to economic,
competitive and legislative developments.  These forward-looking  statements are
subject  to change and  uncertainty  which are,  in many  instances,  beyond the
Company's  control and have been made based upon  management's  expectations and
beliefs  concerning  future  developments  and their  potential  effect upon The
Hartford.  There  can  be no  assurance  that  future  developments  will  be in
accordance  with  management's   expectations  or  that  the  effect  of  future
developments  on The Hartford will be those  anticipated by  management.  Actual
results could differ  materially from those expected by The Hartford,  depending
on  the  outcome  of  certain  factors,   including  those  described  with  the
forward-looking statements herein.

Certain  reclassifications have been made to prior year financial information to
conform to the current year presentation.


INDEX

Consolidated Results of Operations:  Operating Summary          8
North American Property & Casualty                              9
Life                                                           10
International                                                  10
Other Operations                                               11
Environmental and Asbestos Claims                              11
Investments                                                    13
Capital Markets Risk Management                                15
Capital Resources and Liquidity                                16
Regulatory Initiatives and Contingencies                       17
Accounting Standards                                           17


<TABLE>
<CAPTION>
CONSOLIDATED RESULTS OF OPERATIONS:  OPERATING SUMMARY

OPERATING SUMMARY                                                                                          FIRST QUARTER ENDED
                                                                                                                MARCH 31,
                                                                                                        ---------------------------
                                                                                                            1998          1997
                                                                                                        ------------- -------------
<S>                                                                                                    <C>           <C>       
TOTAL REVENUES                                                                                         $    3,728    $    3,136
- - -----------------------------------------------------------------------------------------------------------------------------------
NET INCOME                                                                                             $      264    $      204
Less:  Net realized capital gains, after-tax                                                                   63            25
- - -----------------------------------------------------------------------------------------------------------------------------------
CORE EARNINGS                                                                                          $      201    $      179
- - -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

The Hartford defines "core earnings" as after-tax operational results excluding,
as applicable,  net realized capital gains or losses,  the cumulative  effect of
accounting changes,  allocated  Distribution items and certain other items. Core
earnings  is an  internal  performance  measure  used  by  the  Company  in  the
management of its operations.  Management believes that this performance measure
delineates the results of operations of the Company's  ongoing lines of business
in a manner that allows for a better  understanding of the underlying  trends in
the Company's current business.  However,  core earnings should only be analyzed
in conjunction with, and not in lieu of, net income and may not be comparable to
other performance measures used by the Company's competitors.

Revenues for the first quarter ended March 31, 1998 increased $592, or 19%, from
the first quarter of 1997,  primarily  due to an increase in the aggregate  fees
earned on separate  account  assets,  an increase  in fees  associated  with new
variable  corporate  owned  life  insurance  ("COLI")  sales,  higher  sales and
renewals  of group  life and  disability  insurance,  proceeds  from the sale of
renewal rights and other considerations related to the Industrial Risk Insurance
pool ("IRI  transaction")  and an increase in service  fee  revenue.  Higher net
investment  income  and net  realized  capital  gains  also  contributed  to the
increase.  (For an analysis of net  investment  income and net realized  capital
gains, see the Investments section.)

Core earnings  increased $22, or 12%, for the first quarter ended March 31, 1998
from the comparable prior year period due primarily to increasing account values
and continued operating  efficiencies in the Annuity division,  strong sales and
renewal  activity  as  well  as  favorable  morbidity  experience  in the  group
disability block of business,  an increase in net investment income and proceeds
from the IRI  transaction,  partially offset by increased  underwriting  losses,
including additional reserves associated with the IRI transaction.

The  effective  tax rate for the first  quarter  ended  March  31,  1998 was 27%
compared to 26% for the comparable period in 1997. 

                                     - 8 -
<PAGE>
Tax-exempt interest earned on invested assets was a principal cause of effective
tax rates lower than the 35% U.S. statutory rate.

SEGMENT RESULTS

The Hartford's reporting segments consist of North American Property & Casualty,
Life,  International and Other Operations.  Included in Other Operations in 1998
is the effect of an 18.6%  minority  interest in Hartford  Life,  Inc.'s ("HLI")
operating  results.  On May 22,  1997,  HLI, the holding  company  parent of The
Hartford's significant life insurance subsidiaries, completed the initial public
offering of 18.6% of it's Class A common  stock.  (For  additional  information,
please refer to The Hartford's 1997 Form 10-K Annual Report.)

Below is a summary  of net  income and core  earnings  by segment  for the first
quarter ended March 31, 1998 and 1997, respectively.


<TABLE>
<CAPTION>
                                                                                    NET INCOME                CORE EARNINGS
                                                                            --------------------------- ---------------------------
                                                                                1998          1997          1998          1997
                                                                            ------------- ------------- ------------- -------------
<S>                                                                        <C>           <C>           <C>           <C>       
North American Property & Casualty                                         $      166    $      104    $      115    $      104
Life                                                                               84            63            84            62
International                                                                      28            36            17            14
Other Operations                                                                  (14)            1           (15)           (1)
- - -----------------------------------------------------------------------------------------------------------------------------------
   TOTAL                                                                   $      264    $      204    $      201    $      179
- - -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


The sections that follow analyze each segment's results. Specific topics such as
environmental  and  asbestos  reserves  and  investment  results  are  discussed
separately following the segment overviews.


<TABLE>
<CAPTION>
NORTH AMERICAN PROPERTY & CASUALTY

OPERATING SUMMARY                                                                                          FIRST QUARTER ENDED
                                                                                                                MARCH 31,
                                                                                                        ---------------------------
                                                                                                            1998          1997
                                                                                                        ------------- -------------
<S>                                                                                                    <C>           <C>       
TOTAL REVENUES                                                                                         $    1,837    $    1,623
- - -----------------------------------------------------------------------------------------------------------------------------------
NET INCOME                                                                                             $      166    $      104
Less:  Net realized capital gains, after-tax                                                                   51            --
- - -----------------------------------------------------------------------------------------------------------------------------------
CORE EARNINGS                                                                                          $      115    $      104
- - -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Revenues for the North American  Property & Casualty segment  increased $214, or
13%, for the first  quarter ended March 31, 1998 compared with the first quarter
of 1997. This increase was primarily due to $79 of pre-tax net realized  capital
gains which resulted essentially from favorable stock market conditions,  $55 of
proceeds  from the IRI  transaction  and an  increase  of $25 in net  investment
income.  In addition,  the Hartford  Customer  Services  Group,  which  provides
customer and  telemarketing  services for The  American  Association  of Retired
Persons  ("AARP") Health Care Options  program as of January 1, 1998,  generated
$59 of the revenue increase.  Partially  offsetting these increases was a slight
decrease in earned premiums.

Core earnings  increased  $11, or 11%, for the first quarter of 1998 compared to
the same period in 1997. This increase was primarily due to increased  after-tax
net investment income and after-tax proceeds from the IRI transaction, partially
offset  by  other  expenses,   primarily   employee   benefits,   and  increased
underwriting  losses,  including  additional  reserves  associated  with the IRI
transaction, as discussed below.

UNDERWRITING RESULTS

Underwriting  results  represent  premiums  earned less incurred  claims,  claim
adjustment  expenses and underwriting  expenses.  The following table summarizes
written  premiums,  underwriting  results and combined ratios for The Hartford's
North American Property & Casualty segment.


                                          FIRST QUARTER ENDED
                                               MARCH 31,
                                     ------------------------------
                                          1998          1997
                                     -----------------------------
Written premiums                      $    1,462     $    1,488
Underwriting results, before-tax      $      (63)    $      (20)
Combined ratio [1] [2]                     104.3          100.7
- - -------------------------------------------------------------------
[1]  "Combined ratio" is a common industry  measurement of property and casualty
     underwriting profitability.  This ratio is the sum of the ratio of incurred
     claims and claim  adjustment  expenses to premiums  earned and the ratio of
     underwriting expenses incurred to premiums written.
[2]  Combined  ratio,  excluding  reserve  additions  associated  with  the  IRI
     transaction, was 101.8.

The North American Property & Casualty  segment's written premiums  decreased 2%
for the first  quarter  ended  March 31, 1998  compared to the first  quarter of
1997, as decreases in  Commercial  and  Reinsurance  operations  were  partially
offset by an increase in Personal operations.

Commercial written premiums decreased $57, or 6%, contributing 4% to the decline
in the North American Property and Casualty segment.  Growth in Select Customers
of 9%,  Commercial  Affinity  of 5% and  Bond of 10% was  more  than  offset  by
decreases in  Major/National  Accounts of 30% and Other  Specialty of 35%. These
decreases were primarily due to increased conversion of workers' compensation to
high  deductible  policies and lower premium  audits and  retrospectively

                                     - 9 -
<PAGE>
rated  policy  premium  adjustments,  and the  elimination  of  Industrial  Risk
Insurance premiums in 1998 as a result of the IRI transaction.

Personal  written  premiums   increased  $47,  or  11%,  in  the  first  quarter
contributing 3% of growth to the North American Property & Casualty segment. All
three customer  divisions within Personal (AARP,  Agency and Affinity)  produced
positive  premium growth in the quarter.  In addition,  the  acquisition of Omni
Insurance Group, Inc.,  completed on February 12, 1998,  contributed $22 of this
increase.

Reinsurance  written  premiums  declined  $16,  or  10%,  in the  first  quarter
contributing  1% of the  decrease in the North  American  Property  and Casualty
segment.  This decrease was primarily due to timing of premium bookings in North
America and reductions in international  premiums resulting from rate decreases,
increased customer retentions and unfavorable foreign exchange rates.

Underwriting  results,  before-tax,  for the first  quarter ended March 31, 1998
deteriorated  $43, or 3.6 combined ratio points,  over the comparable prior year
period. In connection with the IRI transaction,  a review of existing claims and
outstanding  reinsurance  assets  of the  Industrial  Risk  Insurance  pool  was
performed  by  The   Hartford  and   additional   reserves   were   established.
Additionally, increased property catastrophe losses contributed to the decrease.
Excluding the impact of these two items,  underwriting  results improved $13, or
0.3 combined ratio points,  for the first quarter of 1998 over the first quarter
of 1997. Strong underwriting performance in Personal, Reinsurance and Commercial
operation's  Select  Customers  and  Key  Accounts  was  partially  offset  by a
deterioration  in Other Specialty  within  Commercial,  primarily due to reduced
premium revenues.


<TABLE>
<CAPTION>
LIFE

OPERATING SUMMARY                                                                                           FIRST QUARTER ENDED
                                                                                                                 MARCH 31,
                                                                                                         --------------------------
                                                                                                             1998          1997
                                                                                                         ------------- ------------
<S>                                                                                                    <C>           <C>       
TOTAL REVENUES                                                                                         $    1,404    $    1,055
- - -----------------------------------------------------------------------------------------------------------------------------------
NET INCOME                                                                                             $       84    $       63
Less:  Net realized capital gains, after-tax                                                                   --             1
- - -----------------------------------------------------------------------------------------------------------------------------------
CORE EARNINGS                                                                                          $       84    $       62
- - -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Revenues  increased  $349,  or 33%, for the first  quarter ended March 31, 1998,
over the comparable  prior year period.  This was partially due to COLI revenues
which  increased  $161  over  the same  period  last  year as a  result  of fees
associated  with new variable COLI sales.  Excluding  COLI,  revenues  increased
$188,  or 21%, over the first  quarter of 1997.  This  increase was  principally
driven by the Annuity division which  experienced a substantial  increase in the
aggregate fees earned on its growing block of separate  account assets.  Average
annuity  separate  account  assets  increased  $17.4  billion  resulting in fees
increasing $89, or 49%, over the first three months of 1997. In addition, higher
sales and renewals of group life and disability  insurance resulted in increased
revenues of $90, or 23%, over the first quarter of 1997.

Core earnings  increased  $22, or 35%, over the first quarter of 1997  primarily
due to growth in the Annuity and Employee Benefits  divisions.  Annuity earnings
increased  $18, or 42%, as a result of increasing  account  values and continued
operating  efficiencies,  which  resulted in a further  reduction  in  operating
expenses as a percentage of account value,  particularly in Individual  Annuity.
The  increase  in account  values was driven  primarily  by sales of  individual
variable   annuities  of  approximately  $2.4  billion  and  significant  market
appreciation.  Group Insurance operation earnings,  within the Employee Benefits
division,  increased  $4,  or 36%,  as a result  of  strong  sales  and  renewal
activity,  as well as favorable  morbidity  experience  in the group  disability
block of business.  Partially  offsetting  this increase was a $2 operating loss
from the  division's  international  operation,  while earnings on COLI remained
consistent with the prior year. The Guaranteed Investment Contracts division had
no net income in the first quarter of 1998 or 1997, consistent with management's
expectations.


<TABLE>
<CAPTION>
INTERNATIONAL

OPERATING SUMMARY                                                                                          FIRST QUARTER ENDED
                                                                                                                MARCH 31,
                                                                                                        ---------------------------
                                                                                                            1998          1997
                                                                                                        ------------- -------------
<S>                                                                                                    <C>           <C>       
TOTAL REVENUES                                                                                         $      446    $      417
- - -----------------------------------------------------------------------------------------------------------------------------------
NET INCOME                                                                                             $       28    $       36
Less:  Net realized capital gains, after-tax                                                                   11            22
- - -----------------------------------------------------------------------------------------------------------------------------------
CORE EARNINGS                                                                                          $       17    $       14
- - -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

International  segment  revenues  for the first  quarter  ended  March 31,  1998
increased $29, or 7%, over the  comparable  period in 1997 due to earned premium
growth of $44, or 13%, primarily at ITT London & Edinburgh, offset by a decrease
in net  realized  

                                     - 10 -
<PAGE>
capital gains of $17, or 52%. Also, net investment  income  increased $2, or 5%,
as compared  to the first  quarter of 1997.  (For an  analysis  of net  realized
capital gains and net investment income, see the Investments section.)

Due to  continued  strengthening  of the U.S.  dollar  against  the  Netherlands
guilder,  there was a negative  foreign exchange impact on total revenues of $10
for the first quarter  ended March 31, 1998 compared to a negligible  impact for
the first quarter of 1997.

Core earnings in the International segment for the first quarter ended March 31,
1998 increased $3, or 21%,  compared to the same period in 1997, due to a $3, or
50%,  improvement at ITT London & Edinburgh.  This  improvement in core earnings
was achieved as a result of a 16% improvement in after-tax  underwriting results
compared  with the  first  quarter  of 1997 due in part to  strong  pricing  and
underwriting  actions  taken  in the  motor  line of  business  at ITT  London &
Edinburgh in 1997.

The strength of the U.S. dollar against the  Netherlands  guilder gave rise to a
negative  foreign  exchange  impact on core  earnings of $1 for the three months
ended March 31, 1998  compared to a negligible  impact for the first  quarter of
1997.


<TABLE>
<CAPTION>
OTHER OPERATIONS

OPERATING SUMMARY                                                                                          FIRST QUARTER ENDED
                                                                                                                MARCH 31,
                                                                                                        ---------------------------
                                                                                                            1998          1997
                                                                                                        ------------- -------------
<S>                                                                                                    <C>           <C>      
TOTAL REVENUES                                                                                         $      41     $      41
- - -----------------------------------------------------------------------------------------------------------------------------------
NET INCOME                                                                                             $     (14)    $       1
Less:  Net realized capital gains, after-tax                                                                   1             2
- - -----------------------------------------------------------------------------------------------------------------------------------
CORE EARNINGS                                                                                          $     (15)    $      (1)
- - -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Other  Operations  consist of property and casualty  operations  of The Hartford
which have  discontinued  writing new and renewal business as well as the effect
of an 18.6% minority interest in HLI's operating results.

For the first quarter of 1998, core earnings included $(16) minority interest in
HLI's operating results.  (For additional  information  regarding HLI's results,
see the Life section.)  Excluding minority interest,  core earnings increased $2
over the prior year first quarter.


ENVIRONMENTAL AND ASBESTOS CLAIMS

The Hartford  continues to receive claims asserting  damages from  environmental
exposures and for injuries from asbestos and asbestos-related  products, both of
which affect the North  American  Property & Casualty,  International  and Other
Operations  segments.  Environmental  claims  relate  primarily to pollution and
related clean-up costs.  With regard to these claims,  uncertainty  exists which
impacts the ability of insurers and reinsurers to estimate the ultimate reserves
for unpaid  losses and related  settlement  expenses.  The  Hartford  finds that
conventional  reserving  techniques  cannot  estimate the ultimate cost of these
claims  because of inadequate  development  patterns and  inconsistent  emerging
legal  doctrine.  For the  majority  of  environmental  claims and many types of
asbestos claims,  unlike any other type of contractual claim, there is almost no
agreement or consistent  precedent to determine what, if any, coverage exists or
which,  if any,  policy years and insurers or reinsurers may be liable.  Further
uncertainty arises with  environmental  claims since claims are often made under
policies,  the existence of which may be in dispute, the terms of which may have
changed over many years,  which may or may not provide for legal defense  costs,
and which may or may not contain  environmental  exclusion  clauses  that may be
absolute or allow for fortuitous events. Courts in different  jurisdictions have
reached disparate  conclusions on similar issues and in certain  situations have
broadened the  interpretation  of policy coverage and liability issues. In light
of the extensive claim settlement process for environmental and asbestos claims,
involving  comprehensive fact gathering,  subject matter expertise and intensive
litigation, The Hartford established an environmental claims facility in 1992 to
defend itself aggressively against unwarranted claims and to minimize costs.

Within the property and casualty insurance  industry,  progress has been made in
developing sophisticated, alternative methodologies utilizing company experience
and supplemental  databases to assess  environmental  and asbestos  liabilities.
Consistent with The Hartford's practice of using the best techniques to estimate
the Company's  environmental  and asbestos  exposures,  a study was conducted in
1996  utilizing  internal  staff  supplemented  by outside  legal and  actuarial
consultants.  Use of these new methodologies  resulted in The Hartford adjusting
its  environmental  and asbestos  liabilities in the third quarter of 1996. (For
additional information, see The Hartford's 1997 Form 10-K Annual Report.)

                                     - 11 -
<PAGE>
Reserve  activity for both reported and  unreported  environmental  and asbestos
claims,  including reserves for legal defense costs, for the first quarter ended
March 31, 1998 and the year ended  December  31,  1997,  was as follows  (net of
reinsurance):

<TABLE>
<CAPTION>
                        ENVIRONMENTAL AND ASBESTOS CLAIMS
                      CLAIMS AND CLAIM ADJUSTMENT EXPENSES

                                                           FIRST QUARTER ENDED                          YEAR ENDED
                                                             MARCH 31, 1998                          DECEMBER 31, 1997
                                                 ---------------------------------------- ----------------------------------------
                                                  Environmental    Asbestos     Total      Environmental    Asbestos     Total
                                                 ---------------- ----------- ----------- ---------------- ----------- -----------

<S>                                              <C>               <C>        <C>         <C>               <C>        <C>
Beginning liability                              $      1,312      $   688    $    2,000  $      1,439      $     717  $   2,156

Claims and claim adjustment expenses incurred               3            2             5            --             2           2

Claims and claim adjustment expenses paid                 (44)          (8)          (52)         (113)           (45)      (158)

Other [1]                                                  --           --            --           (14)            14         --
- - ------------------------------------------------ -- -------------- - -------- -- -------- -- -------------- -- ------- -- --------
ENDING LIABILITY [2]                             $      1,271      $   682    $    1,953  $      1,312      $     688  $   2,000
- - ------------------------------------------------ -- -------------- - -------- -- -------- -- -------------- -- ------- -- --------
<FN>
[1]  Other   represents   reclassifications   of  beginning   reserves   between
     environmental and asbestos for December 31, 1997.
[2]  The ending  liabilities  are net of  reinsurance on reported and unreported
     claims of $1,815 and  $1,853  for March 31,  1998 and  December  31,  1997,
     respectively.  Gross of reinsurance,  as of March 31, 1998 and December 31,
     1997  reserves for  environmental  and asbestos  were $2,101 and $1,667 and
     $2,165 and $1,688, respectively.
</FN>
</TABLE>

The Hartford  believes that the  environmental and asbestos reserves recorded at
March 31, 1998 are a reasonable estimate of the ultimate remaining liability for
these claims  based upon known facts,  current  assumptions  and The  Hartford's
methodologies.  Future social,  economic,  legal or legislative developments may
alter the original  intent of policies  and the scope of coverage.  The Hartford
will  continue to evaluate new  developments  and  methodologies  as they become
available for use in supplementing  the Company's ongoing analysis and review of
its environmental and asbestos  exposures.  These future reviews may result in a
change in reserves, impacting The Hartford's results of operations in the period
in which the reserve estimates are changed.  While the effects of future changes
in facts,  legal and other issues could have a material effect on future results
of  operations,  The Hartford does not expect such changes would have a material
effect on its liquidity or financial condition.

                                     - 12 -
<PAGE>
INVESTMENTS

An  important  element of the  financial  results of The  Hartford  is return on
invested assets.  The Hartford's  investment  activities are divided between the
reportable segments of North American Property & Casualty,  Life,  International
and Other Operations.  The investment  portfolios for these segments are managed
based  on  the  underlying   characteristics  and  nature  of  their  respective
liabilities.  For a further  discussion on The  Hartford's  approach to managing
risks, see the Capital Markets Risk Management section.

Please refer to The Hartford's 1997 Form 10-K Annual Report for a description of
the Company's investment objectives and policies.

NORTH AMERICAN PROPERTY & CASUALTY

Total invested assets were $15.1 billion at March 31, 1998 and were comprised of
fixed  maturities  of $13.7  billion  and  other  investments  of $1.4  billion,
primarily equity securities.

                   FIXED MATURITIES BY TYPE
- - ----------------------------------------------------------------
                            MARCH 31, 1998   DECEMBER 31, 1997
- - ----------------------------------------------------------------
TYPE                     FAIR VALUE PERCENT FAIR VALUE PERCENT
- - ----------------------------------------------------------------

Municipal - tax-exempt    $  7,989    58.2%  $  7,873    58.5%
Corporate                    2,123    15.5%     2,257    16.8%
Commercial MBS                 740     5.4%       687     5.1%
CMO                            643     4.7%       483     3.6%
ABS                            623     4.5%       559     4.2%
Gov't/Gov't agencies - For.    611     4.4%       459     3.4%
MBS - agency                   369     2.7%       540     4.0%
Gov't/Gov't agencies - U.S.     60     0.4%        32     0.2%
Municipal - taxable             24     0.2%        31     0.2%
Short-term                     501     3.6%       479     3.6%
Redeemable pref'd stock         56     0.4%        56     0.4%
- - ----------------------------------------------------------------
   TOTAL FIXED MATURITIES $ 13,739   100.0%  $ 13,456   100.0%
================================================================

The North  American  Property &  Casualty  segment  continued  its  strategy  to
increase its ownership of taxable bonds,  specifically,  asset backed securities
("ABS") and commercial  mortgage backed securities  ("CMBS").  In addition,  the
segment's  percentage  ownership of equity  securities to total invested  assets
decreased  primarily as a result of  opportunities  taken in a favorable  equity
market.

The taxable  equivalent  duration of the March 31, 1998 fixed maturity portfolio
was 4.6 years compared to 4.7 years at December 31, 1997. Duration is defined as
the market price  sensitivity  of the portfolio to parallel  shifts in the yield
curve.

INVESTMENT RESULTS

The table below  summarizes  the North  American  Property & Casualty  segment's
results.


                                                FIRST QUARTER
                                               ENDED MARCH 31,
                                              -------------------
                                                1998      1997
- - -----------------------------------------------------------------
 Net investment income,
  before-tax                                    $202      $177
 Net investment income,
  after-tax [1]                                 $162      $143
 Yield on average invested 
  assets, before-tax [2]                         5.7%      5.5%
 Yield on average invested 
  assets, after-tax [1] [2]                      4.6%      4.5%
 Net realized capital
  gains, before-tax                              $79        --
- - -----------------------------------------------------------------
[1]  Due to the significant holdings in tax-exempt  investments an after-tax net
     investment income and after-tax yield are also included.
[2]  Represents  annualized  three months net investment  income  (excluding net
     realized  capital gains) divided by average  invested assets at cost (fixed
     maturities at amortized cost).

For the first quarter ended March 31, 1998, before-tax net investment income was
$202  compared  to  $177 in  1997,  an  increase  of 14%,  while  after-tax  net
investment  income  increased  13% to $162.  The  increase  in both  before- and
after-tax  net  investment  income was  primarily due to an increase in invested
assets as a result of increased  operating  cash flow and the impact of the 1997
repayment of allocated advances by HLI. The increase in before-tax and after-tax
yields was due to an  increased  allocation  to fixed  maturities,  specifically
higher  yielding  ABS and  commercial  MBS,  along  with an  increase  in  below
investment grade securities.

Net  realized  capital  gains  increased  to $79 in  March  31,  1998  resulting
primarily from opportunities in a strong equity market.

LIFE

Invested assets, excluding separate accounts, totaled $21.7 billion at March 31,
1998 and were  comprised of $17.4 billion of fixed  maturities,  $3.8 billion of
policy  loans,  and  other  investments  of  $562.  Policy  loans,  which  had a
weighted-average interest rate of 11.1% as of March 31, 1998, are secured by the
cash  value of the life  policy.  These  loans do not  mature in a  conventional
sense, but expire in conjunction with the related policy liabilities.

                    FIXED MATURITIES BY TYPE
- - ----------------------------------------------------------------
                            MARCH 31, 1998   DECEMBER 31, 1997
- - ----------------------------------------------------------------
TYPE                     FAIR VALUE PERCENT FAIR VALUE PERCENT
- - ----------------------------------------------------------------

Corporate                 $  7,927    45.6%  $  7,970   47.3%
ABS                          3,224    18.6%     3,199   19.0%
Commercial MBS               1,776    10.2%     1,606    9.5%
CMO                            937     5.4%       978    5.8%
Gov't/Gov't agencies - For.    619     3.6%       502    3.0%
MBS - agency                   484     2.8%       514    3.1%
Municipal - tax-exempt         400     2.3%       171    1.0%
Municipal - taxable            263     1.5%       267    1.6%
Gov't/Gov't agencies - U.S.    142     0.8%       241    1.4%
Short-term                   1,607     9.2%     1,395    8.3%
Redeemable preferred stock       5     --           5     --
- - ----------------------------------------------------------------
   TOTAL FIXED MATURITIES $ 17,384   100.0%  $ 16,848  100.0%
- - ----------------------------------------------------------------

The Life segment continued its objective of managing exposure to securities that
"underperform"  in a falling  interest  rate  environment.  The segment  reduced
exposure to the collateralized  

                                     - 13 -
<PAGE>
mortgage  obligations  ("CMO")  asset sector,  and allocated  funds into various
other sectors.  At March 31, 1998,  holdings in CMO securities were $937, or 5%,
of total  invested  assets  excluding  policy loans  compared to $978, or 6%, at
December 31, 1997 and $2.2 billion, or 13%, at December 31, 1996.

INVESTMENT RESULTS

The table below summarizes the Life segment's results.

                                                FIRST QUARTER
                                               ENDED MARCH 31,
                                              -------------------
(before-tax)                                    1998      1997
- - ------------------------------------------------------- ---------
Net investment income                           $400      $375
Yield on average
  invested assets [1]                            7.6%      7.6%
Net realized capital gains                        --        $1
- - -----------------------------------------------------------------
[1]  Represents  annualized  three months net investment  income  (excluding net
     realized  capital gains) divided by average  invested assets at cost (fixed
     maturities at amortized cost).

For the quarter ended March 31, 1998,  before-tax net investment  income totaled
$400,  compared to $375 in 1997, an increase of 7% as a result of higher average
invested assets. Before-tax yields on average invested assets remained at 7.6%.

There were no net realized capital gains for the quarter ended March 31, 1998.

INTERNATIONAL

Invested assets,  excluding  separate  accounts,  were $2.7 billion at March 31,
1998  and  were  comprised  of  fixed  maturities  of  $2.3  billion  and  other
investments of $434, primarily equity securities.

                    FIXED MATURITIES BY TYPE
- - ----------------------------------------------------------------
                            MARCH 31, 1998   DECEMBER 31, 1997
- - ----------------------------------------------------------------
TYPE                     FAIR VALUE PERCENT FAIR VALUE PERCENT
- - ----------------------------------------------------------------

Gov't/Gov't agencies - For. $   858    37.7%  $    829    36.5%
Corporate                       391    17.2%       414    18.3%
Gov't/Gov't agencies - U.S.      11     0.5%        19     0.8%
Short-term                    1,013    44.6%     1,007    44.4%
- - ----------------------------------------------------------------
   TOTAL FIXED MATURITIES   $ 2,273   100.0%  $  2,269   100.0%
- - ----------------------------------------------------------------

INVESTMENT RESULTS

The table below summarizes the International segment's results.

                                                FIRST QUARTER
                                               ENDED MARCH 31,
                                              -------------------
(before-tax)                                    1998      1997
- - -----------------------------------------------------------------
Net investment income                            $43       $41
Yield on average
  invested assets [1]                            6.7%      6.4%
Net realized capital gains                       $16       $33
- - -----------------------------------------------------------------
[1]  Represents  annualized  three months net investment  income  (excluding net
     realized  capital gains) divided by average  invested assets at cost (fixed
     maturities at amortized cost).

For the first quarter ended March 31, 1998,  before-tax  net  investment  income
increased  $2, or 5%, as compared to the same period in 1997.  Yields on average
invested assets increased to 6.7% as of March 31, 1998 from 6.4% in 1997. Due to
continued  strengthening  in the U.S.  dollar against the  Netherlands  guilder,
there was a negative foreign exchange impact on net investment  income of $1 for
the quarter ended March 31, 1998  compared to a negligible  impact for the first
quarter of 1997.

Net realized capital gains decreased to $16 in 1998 compared to $33 in 1997, the
result of higher equity gains taken in 1997.

OTHER OPERATIONS

Invested  assets  were $2.5  billion  at March 31,  1998 and were  substantially
comprised of fixed maturities.

                    FIXED MATURITIES BY TYPE
- - -----------------------------------------------------------------
                            MARCH 31, 1998   DECEMBER 31, 1997
- - ----------------------------------------------------------------
TYPE                     FAIR VALUE PERCENT FAIR VALUE PERCENT
- - ----------------------------------------------------------------

Corporate                $   1,556    62.4%  $  1,530    61.7%
Commercial MBS                 150     6.0%       149     6.0%
ABS                            122     4.9%       142     5.7%
Gov't/Gov't agencies - U.S.    102     4.1%        88     3.5%
Gov't/Gov't agencies - For.     63     2.5%        83     3.3%
MBS - agency                    53     2.1%        56     2.3%
Municipal - taxable             39     1.6%        39     1.6%
CMO                             24     1.0%        27     1.1%
Short-term                     377    15.1%       357    14.4%
Redeemable preferred stock       9     0.3%         9     0.4%
- - ----------------------------------------------------------------
   TOTAL FIXED MATURITIES $  2,495   100.0%  $  2,480   100.0%
- - ----------------------------------------------------------------

INVESTMENT RESULTS

The table below summarizes the Other Operations segment's results.

                                                FIRST QUARTER
                                               ENDED MARCH 31,
                                              -------------------
(before-tax)                                    1998      1997
- - -----------------------------------------------------------------
Net investment income                            $39       $36
Yield on average
  invested assets [1]                            6.4%      6.4%
Net realized capital gains                        $1        $3
- - -----------------------------------------------------------------
[1]  Represents  annualized  three months net investment  income  (excluding net
     realized  capital gains) divided by average  invested assets at cost (fixed
     maturities at amortized cost).

For the quarter ended March 31, 1998,  before-tax net investment  income totaled
$39 compared to $36 in 1997, an increase of 8%, while before-tax yields remained
unchanged at 6.4%.

Net realized capital gains were $1 in 1998 compared to $3 in 1997.

                                     - 14 -
<PAGE>
CAPITAL MARKETS RISK MANAGEMENT

The Hartford has a disciplined  approach to managing risks  associated  with its
capital markets and asset/liability management activities.  Investment portfolio
management  is organized to focus  investment  management  expertise on specific
classes of investments while asset/liability management is the responsibility of
separate and distinct risk management units supporting the property and casualty
and life  operations.  Derivative  instruments  are utilized in accordance  with
established  Company policy and are monitored  internally and reviewed by senior
management.

The Company is exposed to two primary sources of investment and  asset/liability
management risk:  credit risk,  relating to the uncertainty  associated with the
ability of an obligor or  counterparty  to make  timely  payments  of  principal
and/or interest,  and market risk, relating to the market price and/or cash flow
variability associated with changes in interest rates, securities prices, market
indices,  yield curves or currency exchange rates. The Company does not hold any
financial instruments entered into for trading purposes.

Please refer to The Hartford's 1997 Form 10-K Annual Report for a description of
the Company's objectives, policies and strategies.

CREDIT RISK

The Company invests primarily in investment grade securities and has established
exposure limits,  diversification standards and review procedures for all credit
risks whether  borrower,  issuer or counterparty.  Creditworthiness  of specific
obligors  is  determined  by  an  internal  credit  evaluation  supplemented  by
consideration of external  determinants of  creditworthiness,  typically ratings
assigned by nationally recognized ratings agencies. Obligor,  geographic,  asset
sector  and  industry  concentrations  are  subject  to  established  limits and
monitored on a regular interval.  The Hartford is not exposed to any significant
credit concentration risk of a single issuer.

The following  tables  identify fixed  maturity  securities for the property and
casualty operations,  including international and other operations, and the life
operations, including international operations and guaranteed separate accounts,
by credit quality. The ratings referenced in the tables are based on the ratings
of a nationally  recognized rating organization or, if not rated, assigned based
on the Company's internal analysis of such securities.

PROPERTY AND CASUALTY OPERATIONS

As of March 31, 1998,  over 95% of the fixed maturity  portfolio was invested in
investment-grade securities.

              FIXED MATURITIES BY CREDIT QUALITY
- - ----------------------------------------------------------------
                            MARCH 31, 1998   DECEMBER 31, 1997
- - ----------------------------------------------------------------
 CREDIT QUALITY         FAIR VALUE PERCENT FAIR VALUE PERCENT
- - ----------------------------------------------------------------

 U.S. Gov't/Gov't agencies$  1,060     5.8%  $  1,083     6.1%
 AAA                         6,473    35.6%     6,337    35.4%
 AA                          3,298    18.2%     3,426    19.1%
 A                           3,078    16.9%     3,096    17.3%
 BBB                         1,590     8.8%     1,352     7.6%
 BB & below                    796     4.4%       767     4.3%
 Short-term                  1,878    10.3%     1,832    10.2%
- - ----------------------------------------------------------------
   TOTAL FIXED MATURITIES $ 18,173   100.0%  $ 17,893   100.0%
- - ----------------------------------------------------------------

LIFE OPERATIONS

As of March 31, 1998,  over 98% of the fixed maturity  portfolio was invested in
investment-grade securities.

              FIXED MATURITIES BY CREDIT QUALITY
- - ---------------------------------------------------------------
                            MARCH 31, 1998   DECEMBER 31, 1997
- - ----------------------------------------------------------------
 CREDIT QUALITY          FAIR VALUE PERCENT FAIR VALUE PERCENT
- - ----------------------------------------------------------------

 U.S. Gov't/Gov't agencies $  2,838    10.1%  $  2,907    10.6%
 AAA                          4,158    14.8%     4,252    15.4%
 AA                           2,621     9.4%     2,990    10.9%
 A                            8,875    31.7%     9,351    33.9%
 BBB                          7,069    25.2%     5,966    21.7%
 BB & below                     346     1.2%       205     0.7%
 Short-term                   2,118     7.6%     1,880     6.8%
- - ----------------------------------------------------------------
   TOTAL FIXED MATURITIES  $ 28,025   100.0%  $ 27,551   100.0%
- - ----------------------------------------------------------------

MARKET RISK

The Hartford has material exposure to both interest rate and equity market risk.
The  Company  analyzes   interest  rate  risk  using  various  models  including
multi-scenario  cash flow  projection  models  that  forecast  cash flows of the
liabilities and their supporting investments,  including derivative instruments.
There have been no material  changes in market risk  exposures from December 31,
1997.

DERIVATIVE INSTRUMENTS

The Hartford  utilizes a variety of  derivative  instruments,  including  swaps,
caps,  floors,  forwards and exchange traded futures and options,  in accordance
with  Company  policy  and in order to  achieve  one of three  Company  approved
objectives: to hedge risk arising from interest rate, price or currency exchange
rate  volatility;  to manage  liquidity;  or to control  transaction  costs. The
Company does not make a market or trade  derivatives  for the express purpose of
earning trading profits.

The  Company  uses  derivative  instruments  in its  management  of market  risk
consistent   with  four  risk   management   strategies:   hedging   anticipated
transactions, hedging liability instruments, hedging invested assets and hedging
portfolios of assets and/or liabilities.

Derivative  activities are monitored by an internal  compliance  unit,  reviewed
frequently by senior management and reported to the Company's Finance Committee.
The notional amounts of derivative  contracts represent the basis upon which pay
or  receive  amounts  are  calculated  and are not  reflective  of credit  risk.
Notional  amounts  pertaining  to  derivative  instruments  for both general and
guaranteed separate accounts totaled $9.7 billion and $11.1 billion at March 31,
1998 and December 31, 1997, respectively.

For  a  further  discussion  of  market  risk  exposure   including   derivative
instruments please refer to the Hartford's 1997 Form 10-K Annual Report.

                                     - 15 -
<PAGE>
CAPITAL RESOURCES AND LIQUIDITY

Capital resources and liquidity  represent the overall financial strength of The
Hartford and its ability to generate strong cash flows from each of the business
segments  and borrow funds at  competitive  rates to meet  operating  and growth
needs. The capital structure of The Hartford consists of debt, minority interest
and equity, summarized as follows:

<TABLE>
<CAPTION>

                                                                                             MARCH 31, 1998       DECEMBER 31, 1997
- - -----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                      <C>                   <C>             
Short-term debt                                                                          $           281       $            291
Long-term debt                                                                                     1,482                  1,482
Company obligated mandatorily redeemable preferred securities of subsidiary trusts
  holding solely parent junior subordinated debentures (QUIPS)                                     1,000                  1,000
- - -----------------------------------------------------------------------------------------------------------------------------------
       TOTAL DEBT                                                                        $         2,763       $          2,773
       ----------------------------------------------------------------------------------------------------------------------------
       MINORITY INTEREST IN CONSOLIDATED SUBSIDIARY  [1]                                 $           365       $            351
       ----------------------------------------------------------------------------------------------------------------------------
Equity excluding unrealized gain on securities, net of tax                               $         5,448       $          5,232
Unrealized gain on securities, net of tax                                                            893                    853
- - -----------------------------------------------------------------------------------------------------------------------------------
       TOTAL STOCKHOLDERS' EQUITY                                                        $         6,341       $          6,085
       ----------------------------------------------------------------------------------------------------------------------------
       TOTAL CAPITALIZATION  [2]                                                         $         8,576       $          8,356
       ----------------------------------------------------------------------------------------------------------------------------
Debt to equity  [2]                                                                                   51%                    53%
Debt to capitalization  [2]                                                                           32%                    33%
- - -----------------------------------------------------------------------------------------------------------------------------------
<FN>
[1]  Excludes  unrealized gain on securities,  net of tax, of $46 for both March
     31, 1998 and December 31, 1997.
[2]  Excludes unrealized gain on securities, net of tax.
</FN>
</TABLE>

CAPITALIZATION

The Hartford's total  capitalization,  excluding  unrealized gain on securities,
net of tax,  increased  by $220 as of March 31, 1998  compared  to December  31,
1997.  This change  primarily  was the result of earnings,  partially  offset by
dividends  declared on The Hartford's common stock. The Company's debt to equity
and debt to capitalization ratios (both excluding unrealized gain on securities,
net of tax)  improved  at March  31,  1998 as  compared  to  December  31,  1997
primarily as a result of earnings.

DEBT

On February 9, 1998, HLI converted its short-term credit facility to a five year
facility with five banks.

DIVIDENDS

On February 19, 1998, The Hartford's  Board of Directors  approved a 5% increase
in its quarterly  dividend to $0.42 per share. The dividend was paid on April 1,
1998 to  shareholders  of record as of March 2, 1998.  The  Hartford  expects to
continue  paying  quarterly  dividends  on its  common  stock of $0.42 per share
throughout 1998.

TREASURY STOCK

During the first quarter of 1998, The Hartford repurchased 473,000 shares of its
common stock in the open market at a total cost of $46 under the Company's  $1.0
billion  repurchase  program  announced  in  December  1997.  Certain  of  these
repurchased shares were reissued pursuant to certain stock-based benefit plans.

CASH FLOWS
                                           FIRST QUARTER ENDED
                                                MARCH 31,
                                        --------------------------
                                            1998         1997
- - ------------------------------------------------------------------
Cash provided by operating activities   $       173  $       346
Cash used for investing activities      $      (464) $      (595)
Cash provided by financing activities   $       225  $       285
Cash - end of period                    $        76  $       146
- - ------------------------------------------------------------------

The change in cash  provided by  financing  activities  was  primarily  due to a
decrease in borrowing  activity  offset by declines in reinsurance  recoverables
related to investment-type  contracts written in the Life segment. The change in
cash used for investing  activities  primarily  reflects the  investment of cash
from  operating and financing  activities.  Operating cash flows in both periods
have been more than adequate to meet liquidity requirements.

OMNI

On February 12, 1998,  The Hartford  completed  the purchase of all  outstanding
shares  of Omni  Insurance  Group,  Inc.  ("Omni"),  a  holding  company  of two
non-standard auto insurance  subsidiaries licensed in 25 states and the District
of Columbia. The Hartford paid cash of $31.75 per share, plus transaction costs,
for a total of $189. The acquisition has been reported as a purchase transaction
and  accordingly,  the results of Omni's  operations  have been  included in The
Hartford's  consolidated  financial  statements  from  the  closing  date of the
transaction.

                                     - 16 -
<PAGE>
REGULATORY INITIATIVES AND CONTINGENCIES

NAIC PROPOSALS

The  National  Association  of  Insurance  Commissioners  ("NAIC")  adopted  the
Codification  of Statutory  Accounting  Principles  ("SAP") in March,  1998. The
proposed  effective  date for the  statutory  accounting  guidance is January 1,
2001. It is expected that each of The Hartford's  domiciliary  states will adopt
SAP and the Company will make the necessary changes required for implementation.
These  changes are not  anticipated  to have a material  impact on the statutory
financial statements of The Hartford.

YEAR 2000

The Year 2000 issue  relates to the ability or inability of computer  systems to
properly  process  information and data containing or related to dates beginning
with the year 2000 and beyond. The Year 2000 issue exists because, historically,
many computer systems that are in use today were developed years ago when a year
was  identified  using a two-digit  field  rather than a  four-digit  field.  As
information and data containing or related to the century date are introduced to
computer  hardware,  software  and other  systems,  date  sensitive  systems may
recognize the year 2000 as "1900",  or not at all,  which may result in computer
systems processing information incorrectly. This, in turn, may significantly and
adversely affect the integrity and reliability of information  databases and may
result in a wide variety of adverse consequences to a company. In addition, Year
2000 problems that occur with third parties with which a company does  business,
such as suppliers, computer vendors, distributors and others, may also adversely
affect any given company.

As an insurance and financial  services  company,  The Hartford has thousands of
individual  and business  customers  that have  insurance  policies,  annuities,
mutual funds and other financial  products of The Hartford.  Nearly all of these
policies and products  contain date sensitive  data,  such as policy  expiration
dates,  birth dates,  premium  payment  dates,  and the like.  In addition,  The
Hartford has business  relationships  with  numerous  third  parties that affect
virtually all aspects of The Hartford's business, including, without limitation,
suppliers, computer hardware and software vendors, insurance agents and brokers,
securities broker-dealers and other distributors of financial products.

Beginning in 1990,  The Hartford  began  working on making its computer  systems
Year 2000 ready, either through installing new programs or replacing systems. In
January 1998, The Hartford commenced a company-wide program to further identify,
assess and remediate the impact of Year 2000 problems in The Hartford's business
segments.  The Hartford currently anticipates that this internal program will be
substantially completed by the end of 1998, and testing of computer systems will
continue  through 1999.  The costs of  addressing  the Year 2000 issue that have
been incurred by The Hartford  through the year ended December 31, 1997 have not
been material to The  Hartford's  financial  condition or results of operations.
The Hartford  will  continue to incur costs related to its Year 2000 efforts and
is in the process of attempting to determine the  approximate  total costs to be
incurred in the future, which costs are not currently anticipated to be material
to the Company's financial condition or results of operations.

As part of its Year 2000 program, The Hartford is identifying third parties with
which it has  significant  business  relations in order to attempt to assess the
potential  impact on The  Hartford  of their Year 2000  issues  and  remediation
plans. The Hartford currently  anticipates that it will  substantially  complete
this  evaluation  by the end of 1998,  and will  conduct  systems  testing  with
certain  third  parties  through  1999.  The Hartford does not have control over
these third parties and, as a result, The Hartford cannot currently determine to
what extent future operating results may be adversely affected by the failure of
these third parties to successfully address their Year 2000 issues. However, The
Hartford expects to develop plans to attempt to minimize  identified third party
exposures

In addition,  as an insurer,  The Hartford may incur losses and loss  adjustment
expenses  (including  attorneys'  fees and other legal  expenses)  arising  from
property and casualty insurance claims by its insureds,  who may incur losses as
a result of Year 2000  problems.  To the  extent  claims  are  ultimately  made,
insurance coverage,  if any, will depend upon the provisions of the policies and
the facts and  circumstances  of each claim.  It is not possible to determine in
advance  whether and to what extent  insureds would incur losses,  the amount of
the losses,  or whether any such losses  would be covered  under The  Hartford's
insurance  policies.  Because of this  uncertainty,  it is also not  possible to
determine in advance  whether such losses and related loss  adjustment  expenses
would have a material impact upon The Hartford's  financial condition or results
of operations.

ACCOUNTING STANDARDS

For a discussion of accounting  standards,  see Note 1 of Notes to  Consolidated
Financial Statements.

                                     - 17 -
<PAGE>
                           PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

The Hartford is a defendant in various lawsuits arising out of its business.  In
the opinion of  management,  final outcome of these matters will not  materially
affect the consolidated financial condition, results of operations or cash flows
of The Hartford.

The Hartford is involved in claims litigation  arising in the ordinary course of
business and  accounts for such  activity  through the  establishment  of policy
reserves.  As further discussed in the MD&A under the Environmental and Asbestos
Claims section,  The Hartford  continues to receive  environmental  and asbestos
claims which involve significant  uncertainty  regarding policy coverage issues.
Regarding  these claims,  The Hartford  continually  reviews its overall reserve
levels, reserving methodologies and reinsurance coverages.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits - See Exhibits Index.

(b)  Reports on Form 8-K - None.

                                     - 18 -
<PAGE>
                                    SIGNATURE




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 thereunto duly authorized.



                                   The Hartford Financial Services Group, Inc.
                                   (Registrant)



                                   /s/ James J. Westervelt
                                   ---------------------------------------------
                                   James J. Westervelt
                                   Senior Vice President and Group Controller
                                   (Chief Accounting Officer)





MAY 14, 1998



                                     - 19 -
<PAGE>
                   THE HARTFORD FINANCIAL SERVICES GROUP, INC.
                                    FORM 10-Q
                                  EXHBITS INDEX





EXHIBIT #
- - ---------

10.01     Amended and  restated  Credit  Agreement  dated as of February 9, 1998
          among  Hartford  Life,  Inc.,  the lenders named therein and Citibank,
          N.A. as  administrative  agent, was filed as Exhibit 10.01 to Hartford
          Life,  Inc.'s Form 10-Q filed for the quarterly period ended March 31,
          1998 and is incorporated herein by reference.

27        Financial Data Schedule is filed herewith.



                                     - 20 -
<PAGE>

<TABLE> <S> <C>

<ARTICLE>           7
<MULTIPLIER>             1,000,000
       
<S>                                                       <C>
<PERIOD-TYPE>                                                   3-MOS
<FISCAL-YEAR-END>                                         DEC-31-1998
<PERIOD-END>                                              MAR-31-1998
<DEBT-HELD-FOR-SALE>                                           35,891
<DEBT-CARRYING-VALUE>                                               0
<DEBT-MARKET-VALUE>                                                 0
<EQUITIES>                                                      1,795
<MORTGAGE>                                                        204
<REAL-ESTATE>                                                      26
<TOTAL-INVEST>                                                 42,040
<CASH>                                                             76
<RECOVER-REINSURE>                                             10,340
<DEFERRED-ACQUISITION>                                          4,358
<TOTAL-ASSETS>                                                141,411
<POLICY-LOSSES>                                                23,692
<UNEARNED-PREMIUMS>                                             3,117
<POLICY-OTHER>                                                 21,100
<POLICY-HOLDER-FUNDS>                                          78,625
<NOTES-PAYABLE>                                                 1,763
                                           1,000 <F1>
                                                         0
<COMMON>                                                            1
<OTHER-SE>                                                      6,340
<TOTAL-LIABILITY-AND-EQUITY>                                  141,411
                                                      2,948
<INVESTMENT-INCOME>                                               684
<INVESTMENT-GAINS>                                                 96
<OTHER-INCOME>                                                      0
<BENEFITS>                                                      2,111
<UNDERWRITING-AMORTIZATION>                                       487
<UNDERWRITING-OTHER>                                              660
<INCOME-PRETAX>                                                   386
<INCOME-TAX>                                                      106
<INCOME-CONTINUING>                                               264
<DISCONTINUED>                                                      0
<EXTRAORDINARY>                                                     0
<CHANGES>                                                           0
<NET-INCOME>                                                      264
<EPS-PRIMARY>                                                    2.24
<EPS-DILUTED>                                                    2.21
<RESERVE-OPEN>                                                      0
<PROVISION-CURRENT>                                                 0
<PROVISION-PRIOR>                                                   0
<PAYMENTS-CURRENT>                                                  0
<PAYMENTS-PRIOR>                                                    0
<RESERVE-CLOSE>                                                     0
<CUMULATIVE-DEFICIENCY>                                             0
<FN>
<F1> REPRESENTS COMPANY OBLIGATED MANDATORILY REDEEMABLE PREFERRED SECURITIES OF
     SUBSIDIARY TRUSTS HOLDING SOLELY PARENT JUNIOR SUBORDINATED DEBENTURES.
</FN>
        

</TABLE>


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