HARTFORD FINANCIAL SERVICES GROUP INC/DE
10-Q, 1999-05-17
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, 1999

                                       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, 1999, there were outstanding 226,935,423 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,
1999 and 1998                                                                 3

Consolidated Balance Sheets - March 31, 1999 and December 31, 1998            4

Consolidated Statements of Changes in Stockholders' Equity - First Quarter
Ended March 31, 1999 and 1998                                                 5

Consolidated Statements of Cash Flows - First Quarter Ended March 31,
1999 and 1998                                                                 6

Notes to Consolidated Financial Statements                                    7

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS                                          10

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK          21

PART II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS                                                   22

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                                    22

Signature                                                                    23

                                     - 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)                                                           1999          1998
   --------------------------------------------------------------------------------------------------------------------------
                                                                                                          (Unaudited)
   REVENUES
<S>                                                                                                <C>          <C>      
     Earned premiums and other considerations                                                      $   2,605    $   2,948
     Net investment income                                                                               665          684
     Net realized capital gains                                                                           29           96
   --------------------------------------------------------------------------------------------------------------------------
          TOTAL REVENUES                                                                               3,299        3,728
          ===================================================================================================================

   BENEFITS, CLAIMS AND EXPENSES
     Benefits, claims and claim adjustment expenses                                                    1,909        2,111
     Amortization of deferred policy acquisition costs                                                   458          487
     Other expenses                                                                                      588          744
   --------------------------------------------------------------------------------------------------------------------------
          TOTAL BENEFITS, CLAIMS AND EXPENSES                                                          2,955        3,342
          ===================================================================================================================

          OPERATING INCOME                                                                               344          386
   Income tax expense                                                                                     86          106
   --------------------------------------------------------------------------------------------------------------------------

          INCOME BEFORE MINORITY INTEREST                                                                258          280
   Minority interest in consolidated subsidiary                                                          (20)         (16)
   ------------------------------------------------------------------- ------------- ------------- ------------ -------------

          NET INCOME                                                                               $     238    $     264
          ===================================================================================================================

   Basic earnings per share                                                                        $    1.05    $    1.12
   Diluted earnings per share                                                                      $    1.04    $    1.10
   --------------------------------------------------------------------------------------------------------------------------
   Weighted average common shares outstanding                                                          227.0        235.8
   Weighted average common shares outstanding and dilutive potential
     common shares                                                                                     229.9        239.1
   --------------------------------------------------------------------------------------------------------------------------
   Cash dividends declared per share                                                               $    0.22    $    0.21
   --------------------------------------------------------------------------------------------------------------------------
</TABLE>

See Notes to Consolidated Financial Statements.

                                     - 3 -
<PAGE>
<TABLE>
<CAPTION>
                             THE HARTFORD FINANCIAL SERVICES GROUP, INC.
                                   Consolidated Balance Sheets


                                                                                               March 31,        December 31,
(In millions, except for share data)                                                              1999              1998
- -------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                         <C>               <C>          
ASSETS                                                                                       (Unaudited)
   Investments
   -----------
   Fixed maturities, available for sale, at fair value (amortized cost of $33,678 and
    $34,191)                                                                                $      34,483     $      35,331
   Equity securities, available for sale, at fair value (cost of $855 and $846)                     1,076             1,066
   Policy loans, at outstanding balance                                                             4,701             6,687
   Other investments                                                                                  599               612
- -------------------------------------------------------------------------------------------------------------------------------
      Total investments                                                                            40,859            43,696
   Cash                                                                                               108               123
   Premiums receivable and agents' balances                                                         1,985             1,833
   Reinsurance recoverables                                                                         4,564             4,978
   Deferred policy acquisition costs                                                                4,718             4,579
   Deferred income tax                                                                              1,158             1,085
   Other assets                                                                                     2,903             2,759
   Separate account assets                                                                         94,665            91,579
- -------------------------------------------------------------------------------------------------------------------------------
        TOTAL ASSETS                                                                        $     150,960     $     150,632
        =======================================================================================================================

LIABILITIES
   Future policy benefits, unpaid claims and claim adjustment expenses
      Property and casualty                                                                 $      16,232     $      16,449
      Life                                                                                          6,193             6,088
   Other policy claims and benefits payable                                                        17,127            19,774
   Unearned premiums                                                                                2,587             2,478
   Short-term debt                                                                                     31                31
   Long-term debt                                                                                   1,548             1,548
   Company obligated mandatorily redeemable preferred securities of subsidiary trusts
    holding solely junior subordinated debentures                                                   1,250             1,250
   Other liabilities                                                                                4,538             4,547
   Separate account liabilities                                                                    94,665            91,579
- -------------------------------------------------------------------------------------------------------------------------------
                                                                                                  144,171           143,744

COMMITMENTS AND CONTINGENCIES, NOTE 3

MINORITY INTEREST IN CONSOLIDATED SUBSIDIARY                                                          459               465

STOCKHOLDERS' EQUITY
   Common stock - authorized 400,000,000, issued 238,645,675 and 238,705,675
    shares, par value $0.01                                                                             2                 2
   Additional paid-in capital                                                                       1,567             1,591
   Retained earnings                                                                                4,661             4,474
   Treasury stock, at cost - 11,799,606 and 11,310,598 shares                                        (483)             (455)
   Accumulated other comprehensive income                                                             583               811
- -------------------------------------------------------------------------------------------------------------------------------
        TOTAL STOCKHOLDERS' EQUITY                                                                  6,330             6,423
        =======================================================================================================================
        TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                          $     150,960     $     150,632
        =======================================================================================================================
</TABLE>

See Notes to Consolidated Financial Statements.

                                     - 4 -
<PAGE>


<TABLE>
<CAPTION>
                             THE HARTFORD FINANCIAL SERVICES GROUP, INC.
                    Consolidated Statements of Changes in Stockholders' Equity

First Quarter Ended March 31, 1999
                                                                                    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                   $1,593        $4,474   $(455)          $811             $--      $6,423      227,395
Comprehensive income
   Net income                                                   238                                                238
   Other comprehensive income, net of
    tax (1)
      Unrealized gain (loss) on
       securities (2)                                                                 (187)                       (187)
      Cumulative translation adjustments                                                              (41)         (41)
                                                                                                              -----------
   Total other comprehensive income (loss)                                                                        (228)
                                                                                                              -----------
     Total comprehensive income                                                                                     10
                                                                                                              ===========
Issuance of shares under incentive and
   stock purchase plans                           (27)                   45                                         18          899
Tax benefit on employee stock options
   and awards                                       6                                                                6
Treasury stock acquired                            (3)                  (73)                                       (76)      (1,448)
Dividends declared on common stock                              (51)                                               (51)

- -----------------------------------------------------------------------------------------------------------------------------------
Balance, end of period                         $1,569        $4,661   $(483)          $624           $(41)      $6,330      226,846
===================================================================================================================================

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)
- -----------------------------------------------------------------------------------------------------------------------------------

BALANCE, BEGINNING OF PERIOD AS
   PREVIOUSLY REPORTED                         $1,660        $3,658    $(65)          $853           $(21)      $6,085      117,976
Two-for-one stock split (3)                       (17)                   17                                                 117,976
- -----------------------------------------------------------------------------------------------------------------------------------
BALANCE, BEGINNING OF PERIOD AS
   ADJUSTED                                    $1,643        $3,658    $(48)          $853           $(21)      $6,085      235,952
Comprehensive income
   Net income                                                   264                                                264
   Other comprehensive income, net of tax
    (1)
      Unrealized gain on securities (2)                                                 40                          40
      Cumulative translation adjustments                                                               (3)          (3)
                                                                                                              -----------
   Total other comprehensive income                                                                                 37
                                                                                                              -----------
     Total comprehensive income                                                                                    301
                                                                                                              ===========
Issuance of shares under incentive and
   stock purchase plans                            24                    11                                         35          611
Tax benefit on employee stock options
   and awards                                      15                                                               15
Treasury stock acquired                           (23)                  (23)                                       (46)        (946)
Dividends declared on common stock                              (49)                                               (49)
- -----------------------------------------------------------------------------------------------------------------------------------
BALANCE, END OF PERIOD                         $1,659        $3,873    $(60)          $893           $(24)      $6,341      235,617
===================================================================================================================================
<FN>
(1)   Unrealized  gain (loss) on  securities is net of tax of $(101) and $22 for
      the first quarter ended March 31, 1999 and 1998, respectively. There is no
      tax effect on cumulative translation adjustments.
(2)   Net of reclassification adjustment for gains realized in net income of $20
      and $63 for the first quarter ended March 31, 1999 and 1998, respectively.
(3)   On May 21, 1998,  the Board of Directors  authorized a  two-for-one  stock
      split  effected in the form of a 100% stock  dividend  distributed on July
      15, 1998 to  shareholders  of record as of June 24, 1998.  Information has
      been  restated on a  retroactive  basis to reflect the effect of the stock
      split.
</FN>
</TABLE>

See Notes to Consolidated Financial Statements.

                                     - 5 -
<PAGE>
<TABLE>
<CAPTION>
                              THE HARTFORD FINANCIAL SERVICES GROUP, INC.
                              Consolidated Statements of Cash Flows

                                                                                                   First Quarter Ended
                                                                                                        March 31,
                                                                                            ----------------------------------
(In millions)                                                                                       1999             1998
- ------------------------------------------------------------------------------------------------------------------------------
                                                                                                       (Unaudited)
<S>                                                                                         <C>               <C>          
OPERATING ACTIVITIES
   Net income                                                                               $         238     $         264
ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH PROVIDED BY (USED FOR) OPERATING
  ACTIVITIES
   Change in receivables, payables and accruals                                                      (151)             (310)
   Decrease in reinsurance recoverables and other related assets                                       77               232
   Increase in deferred policy acquisition costs                                                     (146)             (157)
   Change in accrued and deferred income taxes                                                          5               (23)
   Increase (decrease) in liabilities for future policy benefits, unpaid claims and claim
     adjustment expenses and unearned premiums                                                         (3)              146
   Minority interest in consolidated subsidiary                                                        20                16
   Net realized capital gains                                                                         (29)              (96)
   Depreciation and amortization                                                                       15                30
   Other, net                                                                                        (144)               74
- ------------------------------------------------------------------------------------------------------------------------------
      NET CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES                                           (118)              176
==============================================================================================================================
INVESTING ACTIVITIES
   Purchase of investments                                                                         (4,871)           (8,490)
   Sale of investments                                                                              5,170             3,225
   Maturity of investments                                                                          2,185             5,028
   Purchase of affiliate                                                                               --              (189)
   Additions to plant, property and equipment                                                         (14)              (38)
- ------------------------------------------------------------------------------------------------------------------------------
      NET CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES                                          2,470              (464)
==============================================================================================================================
FINANCING ACTIVITIES
   Short-term debt, net                                                                                --               (10)
   Net receipts from (disbursements for) investment and universal life-type contracts
     credited to (charged against) policyholder accounts                                           (2,250)              312
   Dividends paid                                                                                     (53)              (47)
   Acquisition of treasury stock                                                                      (76)              (46)
   Proceeds from issuances under incentive and stock purchase plans                                    15                13
- ------------------------------------------------------------------------------------------------------------------------------
      NET CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES                                         (2,364)              222
- ------------------------------------------------------------------------------------------------------------------------------
   Foreign exchange rate effect on cash                                                                (3)                2
- ------------------------------------------------------------------------------------------------------------------------------
   Net decrease in cash                                                                               (15)              (64)
   Cash - beginning of period                                                                         123               140
- ------------------------------------------------------------------------------------------------------------------------------
      CASH - END OF PERIOD                                                                  $         108     $          76
- ------------------------------------------------------------------------------------------------------------------------------

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: 
- -------------------------------------------------
NET CASH PAID DURING THE PERIOD FOR:
Income taxes                                                                                $          88     $          93
Interest                                                                                    $          38     $          24

</TABLE>

See Notes to Consolidated Financial Statements.

                                     - 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 1998 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.  In
addition,  the consolidated financial statements have been restated to reflect a
July 1998  two-for-one  stock split  effected  in the form of a stock  dividend.
Accordingly, all issued, outstanding and weighted average shares, as well as per
share amounts, have been adjusted.

(B)      CHANGES IN ACCOUNTING PRINCIPLES

Effective  January 1, 1999, The Hartford  adopted  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.  Adoption  of this SOP did not have a material  impact on the  Company's
financial condition or results of operations.

Effective  January 1, 1999,  The Hartford  adopted SOP No. 97-3,  "Accounting by
Insurance and Other  Enterprises for  Insurance-Related  Assessments".  This SOP
addresses  accounting by insurance and other enterprises for assessments related
to insurance  activities  including  recognition,  measurement and disclosure of
guaranty fund or other assessments. Adoption of this SOP did not have a material
impact on the Company's financial condition or results of operations.

In November 1998, the Emerging Issues Task Force ("EITF")  reached  consensus on
issue 98-15,  "Structured  Notes Acquired for a Specific  Investment  Strategy".
This  pronouncement  requires companies to account for structured notes acquired
for a specific investment  strategy,  as a unit. Affected companies that entered
into these notes prior to  September  25,  1998 are  required to either  restate
prior period financial statements to conform with the prescribed unit accounting
model, or disclose the related impact on earnings for all periods  presented and
cumulatively  over the life of the instruments had the registrant  accounted for
the  structure as a unit.  Net income for the quarter ended March 31, 1999 would
have  been  approximately  $1  lower  and  cumulatively  over  the  life  of the
instrument  would  have  been  $24  higher  had the  Company  accounted  for its
structured note transaction as a unit, based upon the consensus  reached in EITF
98-15.

NOTE 2.  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, 1999                                                                     Income         Shares           Per Share Amount
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                           <C>                    <C>       <C>          
Basic Earnings per Share
  Income available to common shareholders                                     $         238          227.0     $        1.05
                                                                                                                 ------------------
Diluted Earnings per Share
  Options and contingently issuable shares                                               --            2.9
                                                                                -----------------------------
  Income available to common shareholders plus assumed conversions            $         238          229.9     $        1.04
- -----------------------------------------------------------------------------------------------------------------------------------


March 31, 1998                                                                     Income         Shares           Per Share Amount
- -----------------------------------------------------------------------------------------------------------------------------------
Basic Earnings per Share
  Income available to common shareholders                                     $         264          235.8     $        1.12
                                                                                                                 ------------------
Diluted Earnings per Share
  Options and contingently issuable shares                                               --            3.3
                                                                                -----------------------------
  Income available to common shareholders plus assumed conversions            $         264          239.1     $        1.10
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                     - 7 -
<PAGE>
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 2.  EARNINGS PER SHARE (CONTINUED)

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
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,  after  consideration  of  provisions  made for
potential  losses and costs of  defense,  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  Management's  Discussion  and
Analysis of Financial Condition and Results of Operations.

(C)      INVESTMENTS

As of  March  31,  1999,  The  Hartford  held  $103 of asset  backed  securities
securitized and serviced by Commercial Financial Services Inc. ("CFS"), of which
$21 was included in the Company's guaranteed separate accounts. In October 1998,
the  Company  became  aware of  allegations  of improper  activities  at CFS. On
December 11, 1998, CFS filed for  protection  under Chapter 11 of the Bankruptcy
Code.  CFS  announced  in March  1999,  that it is in active  negotiations  with
several potential purchasers.

CFS continues to service the asset backed  securities,  which remain  current on
payments of  principal  and  interest;  however,  the Company does not expect to
recover all of its principal investment.  Based upon information available,  the
Company  recognized  a $36,  after-tax,  writedown of its holdings in CFS in the
fourth quarter of 1998 of which $8 was related to guaranteed separate accounts.

The ultimate  realizable amount depends on the outcome of the bankruptcy of CFS,
and the Company's  estimates are therefore  subject to material  change,  as new
information becomes available.  The Company is presently unable to determine the
amount of further potential loss, if any, related to the securities.

(D)      TAX MATTERS

The Hartford's  federal income tax returns are routinely audited by the Internal
Revenue Service.  Management  believes that adequate  provision has been made in
the financial  statements  for items that may result from tax  examinations  and
other tax related matters.

NOTE 4.  SEGMENT INFORMATION

The Hartford's reporting segments consist of Commercial,  Personal, Reinsurance,
Life,  International and Other Operations.  While the measure of profit or loss,
used by The Hartford's  management in evaluating  performance,  is core earnings
for the Life,  International  and Other  Operations  segments,  the  Commercial,
Personal and  Reinsurance  segments are evaluated by The  Hartford's  management
primarily based upon underwriting  results. 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  (for  additional  information,  see  Note  16 of  Notes  to
Consolidated  Financial  Statements  included in The  Hartford's  1998 Form 10-K
Annual Report) and certain other items. Core earnings is an internal performance
measure  used by the  Company in the  management  of its  operations.  While not
considered  a segment,  the Company  also reports and  evaluates  core  earnings
results for North  American  Property & Casualty,  which  includes  the combined
underwriting results of the Commercial, Personal and Reinsurance segments, along
with income and expense items not directly  allocable to these  segments such as
net investment income.

The following tables present revenues and core earnings.  Revenues are presented
by  segment  and for total  North  American  Property &  Casualty.  Underwriting
results are presented for Commercial,  Personal and  Reinsurance  segments while
core  earnings  is  presented  for North  American  Property & Casualty  and the
segments of Life, International and Other Operations.

                                     - 8 -
<PAGE>
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


NOTE 4.  SEGMENT INFORMATION (CONTINUED)
<TABLE>
<CAPTION>

REVENUES
                                                                                                            First Quarter Ended
                                                                                                                 March 31,
                                                                                                       ----------------------------
                                                                                                            1999          1998
                                                                                                       ----------------------------
<S>                                                                                                    <C>            <C>       
Earned premiums and other considerations
  Commercial                                                                                           $      795     $      863
  Personal                                                                                                    609            541
  Reinsurance                                                                                                 151            152
- -----------------------------------------------------------------------------------------------------------------------------------
   North American Property & Casualty earned premiums and other
     considerations                                                                                         1,555          1,556
   Net investment income                                                                                      211            202
   Net realized capital gains                                                                                  16             79
- -----------------------------------------------------------------------------------------------------------------------------------
North American Property & Casualty                                                                          1,782          1,837
Life                                                                                                        1,335          1,404
International                                                                                                 145            446
Other Operations                                                                                               37             41
- -----------------------------------------------------------------------------------------------------------------------------------
   Total revenues                                                                                      $    3,299     $    3,728
===================================================================================================================================


CORE EARNINGS
                                                                                                            First Quarter Ended
                                                                                                                 March 31,
                                                                                                       ----------------------------
                                                                                                            1999          1998
                                                                                                       ----------------------------
Underwriting results
  Commercial                                                                                           $      (52)    $      (98)
  Personal                                                                                                     43             38
  Reinsurance                                                                                                  (3)            (3)
- -----------------------------------------------------------------------------------------------------------------------------------
     North American Property & Casualty underwriting results                                                  (12)           (63)
     Net investment income                                                                                    211            202
     Other income (expense)                                                                                   (74)           (24)
- -----------------------------------------------------------------------------------------------------------------------------------
  North American Property & Casualty                                                                          125            115
  Life                                                                                                        106             84
  International                                                                                                 6             17
  Other Operations                                                                                            (19)           (15)
- -----------------------------------------------------------------------------------------------------------------------------------
      Total core earnings                                                                                     218            201
     Net realized capital gains, after-tax                                                                     20             63
- -----------------------------------------------------------------------------------------------------------------------------------
      Net income                                                                                       $      238     $      264
===================================================================================================================================
</TABLE>

                                     - 9 -
<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, 1999,  compared with December 31, 1998,  and its results of operations
for the first quarter ended March 31, 1999  compared  with the  equivalent  1998
period.  This discussion should be read in conjunction with the MD&A included in
The Hartford's 1998 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          10
North American Property & Casualty                             11
Commercial                                                     12
Personal                                                       12
Reinsurance                                                    12
Life                                                           13
International                                                  13
Other Operations                                               14
Environmental and Asbestos Claims                              14
Investments                                                    16
Capital Markets Risk Management                                18
Capital Resources and Liquidity                                19
Regulatory Initiatives and Contingencies                       20
Accounting Standards                                           21

CONSOLIDATED RESULTS OF OPERATIONS:  OPERATING SUMMARY

<TABLE>
<CAPTION>
OPERATING SUMMARY                                                                                           FIRST QUARTER ENDED
                                                                                                                 MARCH 31,
                                                                                                        ---------------------------
                                                                                                            1999           1998
                                                                                                        -------------- ------------
<S>                                                                                                    <C>            <C>       
TOTAL REVENUES                                                                                         $    3,299     $    3,728
- -----------------------------------------------------------------------------------------------------------------------------------
NET INCOME                                                                                             $      238     $      264
Less:  Net realized capital gains, after-tax                                                                   20             63
- -----------------------------------------------------------------------------------------------------------------------------------
CORE EARNINGS                                                                                          $      218     $      201
===================================================================================================================================
</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 (for additional  information,
see  Note 16 of Notes  to  Consolidated  Financial  Statements  included  in The
Hartford's 1998 Form 10-K Annual Report) 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  businesses  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, 1999 decreased $429, or 12%, from
the first  quarter of 1998,  primarily as a result of the November  1998 sale of
United  Kingdom-based  London &  Edinburgh  Insurance  Group,  Ltd.  ("London  &
Edinburgh"),  which was The Hartford's  largest  international  subsidiary,  and
lower net  realized  capital  gains.  (For an analysis of net  realized  capital
gains, see the Investments section.)

Core earnings  increased  $17, or 8%, for the first quarter ended March 31, 1999
from the comparable  prior year period due primarily to higher fee income in the
Investment  Products  operation as a result of increasing  account values, and a
reduction in other  expenses in North  American  Property & Casualty,  partially
offset by a decrease in International earnings as a result of the sale of London
& Edinburgh.

The  effective  tax rate for the first  quarter  ended  March  31,  1999 was 25%
compared to 27% for the comparable period in 1998. Tax-exempt interest earned on
invested  assets was the  principal  cause of effective tax rates lower than the
35% U.S. statutory rate.

                                     - 10 -
<PAGE>
SEGMENT RESULTS

The Hartford's reporting segments consist of Commercial,  Personal, Reinsurance,
Life,  International and Other  Operations.  While the measure of profit or loss
used by The Hartford's management in evaluating performance is core earnings for
the Life, International and Other Operations segments, the Commercial,  Personal
and Reinsurance  segments are evaluated by The Hartford's  management  primarily
based upon  underwriting  results.  While not considered a segment,  the Company
also reports and evaluates core earnings  results for North American  Property &
Casualty,  which include the combined  underwriting  results of the  Commercial,
Personal  and  Reinsurance  segments,  along with income and  expense  items not
directly  allocable  to these  segments  such as net  investment  income and net
realized  capital gains and losses.  Other Operations  include  operations which
have ceased  writing new  business.  Also,  included in Other  Operations is the
effect of an approximate 19% minority  interest in Hartford Life, Inc.'s ("HLI")
operating results.

The  following  is a summary of  underwriting  results by segment  within  North
American Property & Casualty.  Underwriting  results  represent  premiums earned
less incurred claims, claim adjustment expenses and underwriting expenses.

                                            First Quarter Ended
                                                 March 31,
                                           ------------------------
                                              1999        1998
                                           ------------------------
Commercial                                 $   (52)    $    (98)
Personal                                        43           38
Reinsurance                                     (3)          (3)
- -------------------------------------------------------------------
 Total                                     $   (12)    $    (63)
===================================================================


The following is a summary of core earnings and net income (loss).

CORE EARNINGS
                                            First Quarter Ended
                                                 March 31,
                                           ------------------------
                                              1999        1998
                                           ------------------------
N. A. Property & Casualty                  $   125     $    115
Life                                           106           84
International                                    6           17
Other Operations                               (19)         (15)
- -------------------------------------------------------------------
   CORE EARNINGS                           $   218     $    201
===================================================================

NET INCOME (LOSS)
                                            First Quarter Ended
                                                 March 31,
                                           ------------------------
                                              1999        1998
                                           ------------------------
N. A. Property & Casualty                  $   136     $    166
Life                                           106           84
International                                   15           28
Other Operations                               (19)         (14)
- -------------------------------------------------------------------
   NET INCOME                              $   238     $    264
===================================================================

An  analysis  of the  operating  results  summarized  above,  is included on the
following pages.  Reserves,  Environmental and Asbestos Claims,  and Investments
are discussed in separate sections.

NORTH AMERICAN PROPERTY & CASUALTY

<TABLE>
<CAPTION>
OPERATING SUMMARY
                                                                                                        FIRST QUARTER ENDED 
                                                                                                              MARCH 31,
                                                                                                       ----------------------------
                                                                                                           1999          1998
                                                                                                       ----------------------------
<S>                                                                                                    <C>           <C>       
TOTAL REVENUES                                                                                         $    1,782    $    1,837
- -----------------------------------------------------------------------------------------------------------------------------------
NET INCOME                                                                                             $      136    $      166
Less:  Net realized capital gains, after-tax                                                                   11            51
- -----------------------------------------------------------------------------------------------------------------------------------
CORE EARNINGS                                                                                          $      125    $      115
===================================================================================================================================
</TABLE>

Revenues for North  American  Property & Casualty  decreased $55, or 3%, for the
first quarter ended March 31, 1999 compared with the first quarter of 1998. This
decrease  was  primarily  due to a $63 decline in pre-tax net  realized  capital
gains, $55 of proceeds in the first quarter 1998 from the sale of renewal rights
and other  considerations  related to the  Industrial  Risk Insurance pool ("IRI
transaction"),  partially offset by a $61 increase in earned premiums and higher
net investment income.

Core  earnings  increased  $10, or 9%, for the first quarter of 1999 compared to
the same period in 1998. This increase was primarily due to increased  after-tax
net investment  income, a decrease in underwriting  losses primarily as a result
of 1998 reserves  associated  with the IRI  transaction and a reduction in other
expenses, primarily employee benefits, partially offset by 1998 proceeds related
to the IRI transaction.

                                     - 11 -
<PAGE>
COMMERCIAL

<TABLE>
<CAPTION>
OPERATING SUMMARY
                                                                                                        FIRST QUARTER ENDED 
                                                                                                              MARCH 31,
                                                                                                       ----------------------------
                                                                                                           1999          1998
                                                                                                       ----------------------------
<S>                                                                                                    <C>           <C>       
Written premiums                                                                                       $      767    $      820
- -----------------------------------------------------------------------------------------------------------------------------------
  UNDERWRITING RESULTS                                                                                 $      (52)   $      (98)
Combined ratio                                                                                              106.9         111.1
===================================================================================================================================
</TABLE>

Commercial written premiums decreased $53, or 6%, from the comparable prior year
period.  Continued solid growth in the small  commercial  businesses,  including
Select Customer of 10% and Commercial  Affinity of 20%, in addition to growth in
Bond and Marine business,  were more than offset by decreases in Key Accounts of
14%,  Major/National  Accounts  of  21%  and  Other  of  35%.  Enhanced  product
offerings,  targeted geographic expansion strategies and partnerships with other
entities  were the primary  drivers of the growth  businesses.  The  declines in
middle and large commercial  markets were attributable to the highly competitive
marketplace reacting to price increases.

Underwriting results improved $46, or 4.2 combined ratio points, for the quarter
as compared with 1998. The  improvement  was primarily  related to loss reserves
that were established in the first quarter last year as part of the sale of IRI.
Catastrophes in the first quarter of 1999 were $6 less than the comparable prior
year period also contributing to the improved underwriting results.

PERSONAL

<TABLE>
<CAPTION>
OPERATING SUMMARY
                                                                                                        FIRST QUARTER ENDED 
                                                                                                              MARCH 31,
                                                                                                       ----------------------------
                                                                                                           1999          1998
                                                                                                       ----------------------------
<S>                                                                                                    <C>           <C>       
Written premiums                                                                                       $      560    $      491
- -----------------------------------------------------------------------------------------------------------------------------------
  UNDERWRITING RESULTS                                                                                 $       43    $       38
Combined ratio                                                                                               95.3          93.5
===================================================================================================================================
</TABLE>

Personal written  premiums  increased $69, or 14%, in the first quarter over the
comparable prior year period. The increase was primarily the result of growth in
AARP premiums which increased $18, or 6%, for the quarter contributing 4% to the
segment's  growth and Omni which increased $49 for the quarter  contributing 10%
to the segment's growth. As of March 31, 1999,  non-standard automobile coverage
through Omni was  available in 23 states up from 11 states at the time of Omni's
acquisition in 1998.

Underwriting  results improved by $5, with a corresponding 1.8 point increase in
the combined  ratio,  for the quarter  compared with 1998.  The  improvement  in
underwriting  results was primarily due to loss cost trends,  which continued to
remain  favorable in automobile  and homeowners  from internal cost  containment
initiatives and favorable catastrophe experience. The increase in combined ratio
was principally  driven by expenses,  up 1.3 points for the quarter  compared to
1998,  due to  investments  in  alternative  distribution  channels  and  growth
initiatives,  in addition to increased  commission expense related to the growth
of Omni.

REINSURANCE

<TABLE>
<CAPTION>
OPERATING SUMMARY
                                                                                                        FIRST QUARTER ENDED 
                                                                                                              MARCH 31,
                                                                                                       ----------------------------
                                                                                                           1999          1998
                                                                                                       ----------------------------
<S>                                                                                                    <C>           <C>       
Written premiums                                                                                       $      218    $      151
- -----------------------------------------------------------------------------------------------------------------------------------
  UNDERWRITING RESULTS                                                                                 $       (3)   $       (3)
Combined ratio                                                                                              102.2         103.2
===================================================================================================================================
</TABLE>

Reinsurance  written  premiums  increased $67, or 44%, in the first quarter over
the  comparable  prior year period.  This increase was primarily due to the 1999
acquisition of renewal rights to the ongoing reinsurance  business of Vesta Fire
Insurance  Corp., a subsidiary of Vesta  Insurance  Group Inc., and increases in
North American excess of loss premiums.

Underwriting  results  remained flat for the quarter,  while the combined  ratio
improved by 1.0 points, due primarily to a favorable expense ratio.

                                     - 12 -
<PAGE>
LIFE

<TABLE>
<CAPTION>
Operating Summary (1)                                                                                       First Quarter Ended
                                                                                                                 March 31,
                                                                                                         --------------------------
                                                                                                             1999          1998
                                                                                                         ------------- ------------
<S>                                                                                                    <C>           <C>       
TOTAL REVENUES                                                                                         $    1,335    $    1,404
- -----------------------------------------------------------------------------------------------------------------------------------
NET INCOME                                                                                             $      106    $       84
Less:  Net realized capital gains, after-tax                                                                   --            --
- -----------------------------------------------------------------------------------------------------------------------------------
CORE EARNINGS                                                                                          $      106    $       84
- -----------------------------------------------------------------------------------------------------------------------------------
<FN>
(1)   Life  results are  presented  before the effect of the  approximately  19%
      minority interest in HLI, which is reflected in Other Operations.
</FN>
</TABLE>

Revenues in the Life segment  decreased  $69, or 5%, for the first quarter ended
March 31, 1999, as compared to the first  quarter of 1998,  primarily due to the
declining block of leveraged  Corporate Owned Life Insurance  ("COLI") business.
Excluding  COLI,  total Life  revenues  increased  $48, or 5%. This increase was
primarily  attributable  to the  Investment  Products  operation  where revenues
increased  $49,  or 11%,  over the first  quarter  of 1998 due to a  substantial
increase in the aggregate  fees earned on growth in account  values.  Investment
Products' average account values,  including mutual fund assets, increased $15.5
billion,  or 21%, to $90.4 billion as of March 31, 1999 from $74.9 billion as of
March 31, 1998 due to strong sales of individual  variable  annuities and mutual
funds, as well as equity market appreciation. Partially offsetting this increase
was a decline in revenues in the Employee Benefits  operation of $14, or 3%, for
the first  quarter  of 1999 as  compared  to 1998,  primarily  due to  decreased
revenues associated with buyouts.

Core earnings  increased $22, or 26%, for the first quarter ended March 31, 1999
compared to the equivalent  prior period,  primarily due to growth in Investment
Products,  as well  as  increased  earnings  in  Individual  Life  and  Employee
Benefits.  Investment Products' core earnings increased $17, or 28%, compared to
the prior year, as a result of higher fee income  earned on  increasing  account
values due to strong sales and equity  market  appreciation.  Individual  Life's
core  earnings  increased  $2, or 15%, as compared to the first quarter of 1998,
primarily  due to continued  growth in variable  life account  values.  Employee
Benefits' core earnings increased $2, or 13%, compared to prior year as a result
of increased  premium revenues,  excluding  buyouts and increased  after-tax net
investment income.

INTERNATIONAL

<TABLE>
<CAPTION>
OPERATING SUMMARY                                                                                          FIRST QUARTER ENDED
                                                                                                                MARCH 31,
                                                                                                        ---------------------------
                                                                                                            1999          1998
                                                                                                        ------------- -------------
<S>                                                                                                    <C>           <C>       
TOTAL REVENUES                                                                                         $      145    $      446
- -----------------------------------------------------------------------------------------------------------------------------------
NET INCOME                                                                                             $       15    $       28
Less:  Net realized capital gains, after-tax                                                                    9            11
- -----------------------------------------------------------------------------------------------------------------------------------
CORE EARNINGS                                                                                          $        6    $       17
===================================================================================================================================
</TABLE>

International  segment  operating results for 1998 included  operating  activity
from London & Edinburgh, which was sold on November 16, 1998. Excluding London &
Edinburgh,  International  revenues for the first  quarter  ended March 31, 1999
increased $21, or 17%, over the comparable  period in 1998. The increase was due
to earned premium growth of $17, or 18%, and an increase in net realized capital
gains of $4, or 44%.  (For an analysis of net realized  capital  gains,  see the
Investments  section.) Earned premium  increased due to Zwolsche's life business
in the  Netherlands  and  Ercos's  automobile  business  in  Spain.  There was a
positive  foreign  exchange impact on total revenues of $7 for the first quarter
ended March 31, 1999,  mainly due to  strengthening  of the Netherlands  Guilder
against the U.S.  dollar  compared to a negative impact on total revenues of $10
for the first quarter of 1998.

Excluding London & Edinburgh, core earnings in the International segment for the
first  quarter ended March 31, 1999  decreased $2, or 25%,  compared to the same
period in 1998,  primarily due to a decrease in automobile  underwriting results
at Zwolsche and Ercos,  offset  partially by an 11% increase in Zwolsche's  life
business.  There were minimal foreign  exchange impacts on core earnings in both
quarters.

                                     - 13 -
<PAGE>
OTHER OPERATIONS

<TABLE>
<CAPTION>
OPERATING SUMMARY                                                                                          FIRST QUARTER ENDED
                                                                                                                MARCH 31,
                                                                                                        ---------------------------
                                                                                                            1999          1998
                                                                                                        ------------- -------------
<S>                                                                                                    <C>           <C>      
TOTAL REVENUES                                                                                         $      37     $      41
- -----------------------------------------------------------------------------------------------------------------------------------
NET INCOME                                                                                             $     (19)    $     (14)
Less:  Net realized capital gains, after-tax                                                                  --             1
- -----------------------------------------------------------------------------------------------------------------------------------
CORE EARNINGS                                                                                          $     (19)    $     (15)
===================================================================================================================================
</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 approximately 19% minority interest in HLI's operating results.

Other Operations' first quarter revenues  decreased $4, or 10%, in comparison to
first  quarter  1998.  For the first  quarter  of 1999 and 1998,  core  earnings
included  minority  interest  in HLI's  operating  results  of $(20) and  $(16),
respectively.  Excluding minority interest,  core earnings were flat compared to
the prior year.

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 North American Property & Casualty along with the 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 1998 Form 10-K Annual Report.)

Reserve  activity for both reported and  unreported  environmental  and asbestos
claims,  including reserves for legal defense costs, for the first quarter ended
March 31, 1999 and the year ended  December  31,  1998,  was as follows  (net of
reinsurance):

                                     - 14 -
<PAGE>

<TABLE>
<CAPTION>
                        Environmental and Asbestos Claims
                      Claims and Claim Adjustment Expenses

                                                              First Quarter Ended                          Year Ended
                                                                March 31, 1999                          December 31, 1998
                                                    -------------------------------------------------------------------------------
                                                     Environmental    Asbestos     Total      Environmental    Asbestos     Total
                                                    -------------------------------------------------------------------------------
<S>                                                 <C>                   <C>    <C>         <C>               <C>        <C>
 Beginning liability                                $      1,144      $   648    $    1,792  $      1,312      $     688  $   2,000
 Claims and claim adjustment expenses incurred                --           --            --            --              6          6
 Claims and claim adjustment expenses paid                   (61)          (5)          (66)         (150)           (64)      (214)
 Other [1]                                                    --           --            --           (18)            18         --
 ----------------------------------------------------------------------------------------------------------------------------------
 Ending liability [2]                               $      1,083      $   643    $    1,726  $      1,144      $     648  $   1,792
 ==================================================================================================================================
<FN>
[1]   Other   represents   reclassifications   of  beginning   reserves  between
      environmental and asbestos for December 31, 1998.
[2]   The ending  liabilities  are net of reinsurance on reported and unreported
      claims of $1,612 and  $1,711 for March 31,  1999 and  December  31,  1998,
      respectively.  Gross of reinsurance, as of March 31, 1999 and December 31,
      1998  reserves for  environmental  and asbestos were $1,738 and $1,600 and
      $1,850 and $1,653, respectively.
</FN>
</TABLE>

The Hartford  believes that the  environmental and asbestos reserves recorded at
March 31, 1999 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.

                                     - 15 -
<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 North
American Property & Casualty,  Life,  International  and Other  Operations.  The
investment  portfolios are managed based on the underlying  characteristics  and
nature of each operation's respective liabilities and managed within established
risk  parameters.  (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 1998 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, 1999 and were comprised of
fixed  maturities  of $14.2  billion and other  investments  of $856,  primarily
equity securities.

                    Fixed Maturities by Type
- ------------------------------------------------------------------
                             March 31, 1999   December 31, 1998
- -----------------------------------------------------------------
Type                       Fair Value Percent  Fair Value Percent
- -----------------------------------------------------------------

Municipal - tax-exempt      $  8,718   61.3%  $  8,804    61.5%
Corporate                      2,067   14.5%     2,119    14.8%
Commercial MBS                   803    5.7%       834     5.8%
Gov't/Gov't agencies - For.      562    4.0%       501     3.5%
ABS                              490    3.4%       500     3.5%
MBS - agency                     461    3.2%       348     2.4%
CMO                              324    2.3%       415     2.9%
Gov't/Gov't agencies - U.S.       64    0.4%        46     0.3%
Municipal - taxable               18    0.1%        24     0.2%
Short-term                       605    4.3%       663     4.6%
Redeemable preferred stock       107    0.8%        65     0.5%
- -----------------------------------------------------------------
   Total fixed maturities   $ 14,219  100.0%  $ 14,319   100.0%
- -----------------------------------------------------------------

The taxable  equivalent  duration of the March 31, 1999 fixed maturity portfolio
was 4.7 years compared to 4.8 years at December 31, 1998. Duration is defined as
the market price  sensitivity  of the portfolio to parallel  shifts in the yield
curve.

INVESTMENT RESULTS

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

                                                  First Quarter
                                                 Ended March 31,
                                                -------------------
                                                  1999      1998
- --------------------------- --------- --------- --------- ---------
 Net investment income,
  before-tax                                      $211      $202
 Net investment income,
  after-tax [1]                                   $170      $162
 Yield on average invested
  assets, before-tax [2]                           5.9%      5.7%
 Yield on average
  invested assets,                                 4.7%      4.6%
  after-tax [1] [2]
 Net realized capital
  gains, before-tax                                $16       $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, 1999, before-tax net investment income was
$211 compared to $202 in 1998, an increase of 4%, while after-tax net investment
income   increased  5%  to  $170.  The  increases  were  primarily  due  to  the
reallocation  of assets in the fourth  quarter of 1998,  from  equities to fixed
maturities,  which positively  impacted both before and after-tax net investment
income and yields.  After-tax net investment income was also favorably  impacted
by the reallocation of assets from taxable bonds to tax-exempt bonds.

Net realized  capital gains were $16 for the quarter ended March 31, 1999,  down
from $79 during the same period in 1998,  primarily as a result of opportunities
taken in 1998 as a result of a strong equity market.

LIFE

Invested assets, excluding separate accounts, totaled $22.3 billion at March 31,
1999 and were  comprised of $17.2 billion of fixed  maturities,  $4.7 billion of
policy loans,  and other  investments  of $481.  Policy loans are secured by the
cash value of the life  policy and do not mature in a  conventional  sense,  but
expire  in  conjunction  with  the  related  policy  liabilities.  Policy  loans
decreased by $2.0 billion from  December 31, 1998,  as a result of the declining
block of leveraged COLI business.

                    Fixed Maturities by Type
- ------------------------------------------------------------------
                             March 31, 1999   December 31, 1998
- -----------------------------------------------------------------
Type                       Fair Value Percent  Fair Value Percent
- -----------------------------------------------------------------

Corporate                   $  8,013   46.7%  $  7,898    44.6%
ABS                            2,335   13.6%     2,465    13.9%
Commercial MBS                 2,070   12.1%     2,036    11.5%
Municipal - tax-exempt           983    5.7%       916     5.2%
CMO                              719    4.2%       831     4.7%
MBS - agency                     705    4.1%       503     2.9%
Gov't/Gov't agencies - For.      482    2.8%       530     3.0%
Municipal - taxable              192    1.1%       223     1.3%
Gov't/Gov't agencies - U.S.      184    1.1%       166     0.9%
Short-term                     1,422    8.3%     2,119    12.0%
Redeemable preferred stock        48    0.3%         5     --
- -----------------------------------------------------------------
   Total fixed maturities   $ 17,153  100.0%  $ 17,692   100.0%
- -----------------------------------------------------------------

INVESTMENT RESULTS

The table below summarizes the Life segment's results.

                                                 First Quarter
                                                Ended March 31,
                                               -------------------
(before-tax)                                     1999      1998
- --------------------------- --------- -------- --------- ---------
Net investment income - ex. policy loans         $290      $296
Policy loan income                                111       104
                                               --------- ---------
Net investment income - total                    $401      $400
Yield on average invested assets [1]              6.9%      7.6%
Net realized capital gains                         --        --
- ------------------------------------------------------------------
[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).

Net investment  income remained  relatively  flat from the prior year.  Yield on
average  invested  assets  declined  as a result of a  decrease  in policy  loan
weighted-average  interest  rates,  which  declined to 8.0% as of March 31, 1999
from 11.1% as of March 

                                     - 16 -
<PAGE>
31, 1998, combined with an increase in average policy loan balances.

There were no net realized  capital gains for the quarters  ended March 31, 1999
and 1998.

INTERNATIONAL

Invested assets,  excluding  separate  accounts,  were $1.1 billion at March 31,
1999 and were  comprised of fixed  maturities of $793 and other  investments  of
$336, primarily equity securities.

                    Fixed Maturities by Type
- ------------------------------------------------------------------
                             March 31, 1999   December 31, 1998
- -----------------------------------------------------------------
Type                       Fair Value Percent  Fair Value Percent
- -----------------------------------------------------------------

Gov't/Gov't agencies - For. $    598   75.4%  $    611    72.4%
Corporate                        109   13.7%       109    12.9%
Short-term                        86   10.9%       124    14.7%
- -----------------------------------------------------------------
   Total fixed maturities   $    793  100.0%  $    844   100.0%
- -----------------------------------------------------------------

INVESTMENT RESULTS

The table below summarizes the International segment's results.

                                                  First Quarter
                                                 Ended March 31,
                                                -------------------
(before-tax)                                      1999      1998
- --------------------------- --------- --------- --------- ---------
Net investment income                              $16       $43
Yield on average invested
  assets [1]                                       5.9%      6.7%
Net realized capital gains                         $13       $16
- ------------------------------------------------------------------
[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, 1999,  before-tax  net  investment  income
decreased  to $16 from  $43 in the same  period  in 1998,  primarily  due to the
effects of the London & Edinburgh  sale in  November  1998.  Excluding  London &
Edinburgh,  net investment  income was relatively flat to the prior year. Yields
on average  invested assets  decreased to 5.9% as of March 31, 1999 from 6.7% in
1998 mainly due to a continued trend of lower yields in Europe.

Net realized  capital  gains  decreased  to $13 in 1999  compared to $16 in 1998
primarily due to the inclusion of London & Edinburgh results in 1998.  Excluding
London  &  Edinburgh,  realized  capital  gains  increased  44% as a  result  of
opportunities in a favorable Netherlands equity market.

OTHER OPERATIONS

Invested  assets  were $2.3  billion  at March 31,  1999 and were  substantially
comprised of fixed maturities.

                    Fixed Maturities by Type
- ------------------------------------------------------------------
                             March 31, 1999   December 31, 1998
- -----------------------------------------------------------------
Type                       Fair Value Percent  Fair Value Percent
- -----------------------------------------------------------------

Corporate                  $   1,522   65.7%  $  1,603    64.7%
ABS                              228    9.8%       224     9.0%
Commercial MBS                   142    6.1%       145     5.9%
Gov't/Gov't agencies - U.S.       69    3.0%        82     3.3%
Gov't/Gov't agencies - For.       47    2.0%        50     2.0%
Municipal - taxable               40    1.7%        40     1.6%
MBS - agency                      37    1.6%        41     1.7%
CMO                               14    0.6%        20     0.8%
Short-term                       210    9.1%       262    10.6%
Redeemable preferred stock         9    0.4%         9     0.4%
- -----------------------------------------------------------------
   Total fixed maturities   $  2,318  100.0%  $  2,476   100.0%
- -----------------------------------------------------------------

INVESTMENT RESULTS

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

                                                  First Quarter
                                                 Ended March 31,
                                                -------------------
(before-tax)                                      1999      1998
- -------------------------------------------------------------------
Net investment income                              $37       $39
Yield on average invested
  assets [1]                                       6.4%      6.4%
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,  1999,  before-tax  net  investment  income and
yields on average invested assets remained  relatively flat compared to the same
prior year period.

                                     - 17 -
<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 purchased for trading purposes.

Please refer to The Hartford's 1998 Form 10-K Annual Report for a description of
the Company's objectives, policies and strategies.

CREDIT RISK

The Company  invests  primarily in  securities  rated  investment  grade and has
established exposure limits, diversification standards and review procedures for
all credit risks including borrower, issuer or counterparty. Creditworthiness of
specific  obligors is determined by an internal  credit  assessment  and ratings
assigned by nationally  recognized ratings agencies.  Obligor,  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,  1999,  96% of the fixed  maturity  portfolio  was  invested  in
securities rated investment grade.

               Fixed Maturities by Credit Quality
- -----------------------------------------------------------------
                             March 31, 1999   December 31, 1998
- -----------------------------------------------------------------
 Credit Quality            Fair Value Percent Fair Value Percent
- -----------------------------------------------------------------

 U.S. Gov't/Gov't agencies  $    844     5.0% $    805     4.7%
 AAA                           6,573    38.9%    6,570    38.2%
 AA                            3,183    18.8%    3,209    18.7%
 A                             3,360    19.9%    3,409    19.8%
 BBB                           1,413     8.3%    1,508     8.8%
 BB & below                      673     4.0%      682     3.9%
 Short-term                      865     5.1%    1,016     5.9%
- -----------------------------------------------------------------
   Total fixed maturities   $ 16,911   100.0% $ 17,199   100.0%
- -----------------------------------------------------------------

LIFE OPERATIONS

As of March 31, 1999,  over 97% of the fixed maturity  portfolio was invested in
securities rated investment grade.

               Fixed Maturities by Credit Quality
- -----------------------------------------------------------------
                             March 31, 1999    December 31, 1998
- ------------------------------------------------------------------
 Credit Quality            Fair Value Percent Fair Value Percent
- -----------------------------------------------------------------

 U.S. Gov't/Gov't agencies  $  2,638     9.8% $  2,596     9.3%
 AAA                           3,796    14.0%    3,907    14.0%
 AA                            2,654     9.8%    2,716     9.7%
 A                             8,825    32.6%    8,878    31.8%
 BBB                           6,908    25.5%    7,019    25.2%
 BB & below                      624     2.3%      492     1.8%
 Short-term                    1,628     6.0%    2,298     8.2%
- -----------------------------------------------------------------
   Total fixed maturities   $ 27,073   100.0% $ 27,906   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,
1998.

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 $11.4 billion and $11.3 billion at March
31, 1999 and December 31, 1998, respectively.

For  a  further  discussion  of  market  risk  exposure,   including  derivative
instruments, please refer to The Hartford's 1998 Form 10-K Annual Report.

                                     - 18 -
<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, 1999       December 31, 1998
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                      <C>                    <C>             
Short-term debt                                                                          $             31       $             31
Long-term debt                                                                                      1,548                  1,548
Company obligated mandatorily redeemable preferred securities of subsidiary trusts
  holding solely junior subordinated debentures (QUIPS and TruPS)                                   1,250                  1,250
- -----------------------------------------------------------------------------------------------------------------------------------
       TOTAL DEBT                                                                        $          2,829       $          2,829
       ----------------------------------------------------------------------------------------------------------------------------
       MINORITY INTEREST IN CONSOLIDATED SUBSIDIARY  [1]                                 $            432       $            414
       ----------------------------------------------------------------------------------------------------------------------------
Equity excluding unrealized gain on securities, net of tax                               $          5,706       $          5,612
Unrealized gain on securities, net of tax                                                             624                    811
- -----------------------------------------------------------------------------------------------------------------------------------
       TOTAL STOCKHOLDERS' EQUITY                                                        $          6,330       $          6,423
       ----------------------------------------------------------------------------------------------------------------------------
       TOTAL CAPITALIZATION  [2]                                                         $          8,967       $          8,855
       ----------------------------------------------------------------------------------------------------------------------------
Debt to equity  [2] [3]                                                                                50%                    50%
Debt to capitalization  [2] [3]                                                                        32%                    32%
===================================================================================================================================
<FN>
[1]   Excludes  unrealized  gain on  securities,  net of tax, of $27 and $51 for
      March 31, 1999 and December 31, 1998, respectively.
[2]   Excludes unrealized gain on securities, net of tax.
[3]   Excluding  QUIPS and TruPS,  the debt to equity ratio was 28% and the debt
      to  capitalization  ratio was 18%,  both as of March 31, 1999 and December
      31, 1998.
</FN>
</TABLE>

CAPITALIZATION

The Hartford's total  capitalization,  excluding  unrealized gain on securities,
net of tax,  increased  by $112 as of March 31, 1999  compared  to December  31,
1998.  This change  primarily  was the result of earnings,  partially  offset by
dividends declared on The Hartford's common stock and the net effect of treasury
stock acquired.  The Company's debt to equity and debt to capitalization  ratios
(both excluding unrealized gain on securities,  net of tax) remained the same at
March 31, 1999 as compared to December 31, 1998.

STOCKHOLDERS' EQUITY

Dividends - On February 18, 1999, The Hartford declared a dividend on its common
stock of $0.22 per share payable on April 1, 1999 to  shareholders  of record as
of March 1, 1999.

Treasury  Stock - During  the  first  quarter  1999,  The  Hartford  repurchased
1,448,058  shares of its common  stock in the open market at a total cost of $76
under the Company's $1.0 billion repurchase program.  Since the inception of the
repurchase  program,  The Hartford has repurchased  12,207,831 shares at a total
cost of $623. Some of these  repurchased  shares have been reissued  pursuant to
certain stock-based benefit plans.


RATINGS

On February 8, 1999,  A.M. Best assigned  first time ratings of a+ ("strong") to
The Hartford  Financial Services Group,  Inc.'s senior debt,  Hartford Capital I
and II  quarterly  income  preferred  securities,  HLI's  senior  debt and HLI's
Capital I trust preferred securities.

CASH FLOWS
                                           First Quarter Ended
                                                March 31,
                                        --------------------------
                                            1999         1998
- ------------------------------------------------------------------
Cash provided by (used for) operating
   activities                           $      (118) $       176
Cash provided by (used for)
   investing activities                 $     2,470  $      (464)
Cash provided by (used for) financing
   activities                           $    (2,364) $       222
Cash - end of period                    $       108  $        76
- ------------------------------------------------------------------

The  change in  operating  cash flow was  primarily  the result of the timing of
claim  payments in Other  Operations  and the timing in the  settlement of other
receivables  and payables in the Life segment.  The change in both investing and
financing cash flow was primarily the result of an increase in disbursements for
investment type contracts related to the leveraged COLI block of business.

                                     - 19 -
<PAGE>
REGULATORY INITIATIVES AND CONTINGENCIES

NAIC PROPOSALS

The NAIC  developed  several  model  laws  and  regulations,  including  a Model
Investment Law and amendments to the Model Holding Company System Regulatory Act
(the  "Holding  Act   Amendments").   The  Model   Investment  Law  defines  the
investments,  which are  permissible for property and casualty and life insurers
to hold, and the Holding Act Amendments address the types of activities in which
subsidiaries  and affiliates  may engage.  The NAIC adopted these models in 1997
and 1996, but the laws have not been enacted for insurance  companies  domiciled
in the State of Connecticut,  such as Hartford Fire Insurance  Company.  Even if
enacted in Connecticut or other states in which The Hartford's  subsidiaries are
domiciled,  it is expected that these laws will neither significantly change The
Hartford's  investment  strategies  nor have any material  adverse effect on The
Hartford's liquidity or financial position.

The 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.

DEPENDENCE ON CERTAIN THIRD PARTY RELATIONSHIPS

The Company  distributes  its  annuity,  life and certain  property and casualty
insurance  products  through  a  variety  of  distribution  channels,  including
broker-dealers, banks, wholesalers, its own internal sales force and other third
party marketing  organizations.  The Company periodically  negotiates provisions
and  renewals of these  relationships  and there can be no  assurance  that such
terms will  remain  acceptable  to the  Company or such  service  providers.  An
interruption  in the  Company's  continuing  relationship  with certain of these
third  parties  could  materially  affect  the  Company's  ability to market its
products.  During the first quarter of 1999,  the Company  modified its contract
with one such third party, Putnam Mutual Funds Corp. ("Putnam") to eliminate the
exclusivity  provision  which  will  allow  both  parties  to pursue  new market
opportunities.  Putnam is  contractually  obligated  to support  and service the
related  annuity in force block of business  and to market,  support and service
new business. However, there can be no assurance that this contract modification
will not adversely  impact the Company's  ability to distribute  Putnam  related
products.

YEAR 2000

IN GENERAL

The Year 2000 issue  relates to the ability or inability  of computer  hardware,
software and other  information  technology  ("IT")  systems,  as well as non-IT
systems,   such  as   equipment   and   machinery   with   imbedded   chips  and
microprocessors,  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 IT and non-IT  systems  that are in use today were
developed  years ago when a year was  identified  using a  two-digit  date field
rather than a four-digit  date field.  As  information  and data  containing  or
related to the century date are  introduced  to date  sensitive  systems,  these
systems may recognize the year 2000 as "1900",  or not at all,  which may result
in systems processing information incorrectly.  This, in turn, may significantly
and adversely  affect the integrity and reliability of information  databases of
IT systems,  may cause the  malfunctioning  of certain non-IT  systems,  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.

The  integrity and  reliability  of The  Hartford's  IT systems,  as well as the
reliability  of its non-IT  systems,  are  integral  aspects  of The  Hartford's
business.  The Hartford issues insurance policies,  annuities,  mutual funds and
other  financial  products to individual and business  customers,  nearly all of
which contain date sensitive data, such as policy expiration dates,  birth dates
and  premium   payment   dates.   In  addition,   various  IT  systems   support
communications  and other systems that integrate The Hartford's various business
segments and field offices,  including The Hartford's  foreign  operations.  The
Hartford also 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, many of
which provide date  sensitive  data to The Hartford,  and whose  operations  are
important to The Hartford's business.

INTERNAL YEAR 2000 EFFORTS AND TIMETABLE

Beginning in 1990, The Hartford began working on making its IT systems Year 2000
ready,  either  through  installing  new  programs or replacing  systems.  Since
January  1998,  The  Hartford's  Year 2000 efforts have focused on the remaining
Year 2000  issues  related  to IT and non-IT  systems  in all of The  Hartford's
business  segments.  These Year 2000  efforts  include the  following  five main
initiatives:  (1) identifying and assessing Year 2000 issues; (2) taking actions
to remediate IT and non-IT systems so that they are Year 2000 ready; (3) testing
IT and non-IT systems for Year 2000 readiness; (4) deploying such remediated and
tested  systems  back into their  respective  production  environments;  and (5)
conducting  internal  and external  integrated  testing of such  systems.  As of
December 31, 1998, The Hartford substantially  completed initiatives (1) through
(4) of its internal  Year 2000  efforts.  The  Hartford is currently  performing
initiative (5) testing, and management currently  anticipates that such activity
will continue into the fourth quarter of 1999.

THIRD PARTY YEAR 2000 EFFORTS AND TIMETABLE

The Hartford's Year 2000 efforts include  assessing the potential  impact on The
Hartford of third parties' Year 2000 readiness.  The Hartford's third party Year
2000 efforts include the 

                                     - 20 -
<PAGE>
following  three main  initiatives:  (1)  identifying  third  parties which have
significant  business  relationships  with  The  Hartford,   including,  without
limitation,  insurance agents,  brokers,  third party administrators,  banks and
other  distributors and servicers of financial  products,  and inquiring of such
third parties  regarding  their Year 2000  readiness;  (2) evaluating such third
parties' responses to The Hartford's inquiries;  and (3) based on the evaluation
of third  party  responses  (or a third  party's  failure  to  respond)  and the
significance of the business relationship, conducting additional activities with
respect to third  parties as  determined  to be  necessary  in each case.  These
activities  may  include   conducting   additional   inquiries,   more  in-depth
evaluations of Year 2000 readiness and plans, and integrated IT systems testing.
The Hartford has  substantially  completed third party  initiatives (1) and (2).
The Hartford is currently  conducting  the  additional  activities  described in
initiative (3) and management currently  anticipates that it will continue to do
so through the end of 1999. However, notwithstanding these third party Year 2000
efforts,  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
adequately address their Year 2000 issues.

Year 2000 Costs

The after-tax costs of The Hartford's Year 2000 efforts that were incurred prior
to the year  ended  December  31,  1998,  were not  material  to The  Hartford's
financial  condition or results of  operations.  For the year ended December 31,
1998, the after-tax costs were approximately $23. Management currently estimates
that  after-tax  costs  related to the Year 2000  program to be incurred in 1999
will be approximately $15 to $25, of which approximately $4 were incurred in the
quarter ended March 31, 1999. These costs are being expensed as incurred.

Risks and Contingency Plans

If significant Year 2000 problems arise,  including  problems arising with third
parties,  failures of IT and non-IT  systems  could  occur,  which in turn could
result in substantial interruptions in The Hartford's business. In addition, The
Hartford's  investing activities are an important aspect of its business and The
Hartford may be exposed to the risk that issuers of investments  held by it will
be adversely  impacted by Year 2000 issues.  Given the uncertain  nature of Year
2000 problems that may arise, especially those related to the readiness of third
parties  discussed above,  management  cannot determine at this time whether the
consequences of Year 2000 related problems that could arise will have a material
impact on The Hartford's financial condition or results of operations.

The Hartford is in the process of developing  certain  contingency plans so that
if,  despite its Year 2000 efforts,  Year 2000 problems  ultimately  arise,  the
impact of such problems may be avoided or minimized.  The  contingency  planning
process involves  identifying  reasonably likely business  disruption  scenarios
that, if they were to occur, could create  significant  problems in the critical
functions of each business segment. Each business segment is developing plans to
respond to such  problems so that  critical  business  functions may continue to
operate with minimal  disruption.  Contingency  planning also includes assessing
the  dependency of such business  functions on critical  third parties and their
Year 2000  readiness.  The  Hartford  currently  anticipates  that  internal and
external  contingency  plans will be  substantially  complete  by the end of the
second  quarter  of 1999.  These  plans will then be  reviewed  and tested on an
integrated basis for the remainder of the year.  Furthermore,  in many contexts,
Year 2000 issues are dynamic,  and ongoing  assessments  of business  functions,
vulnerabilities  and risks must be made. As such, new  contingency  plans may be
needed  in  the  future  and/or  existing  plans  may  need  to be  modified  as
circumstances warrant.

Insurance Claims

As an  insurer,  The  Hartford  may incur claim and claim  adjustment  expenses,
including  attorneys' fees and other legal expenses,  resulting from claims from
insureds who may incur losses as a result of Year 2000  problems.  To the extent
claims are 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  claim and claim  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.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The  information  contained in the Capital  Markets Risk  Management  section of
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations is incorporated herein by reference.

                                     - 21 -
<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,  after consideration
of  provisions  made  for  potential  losses  and  costs  of  defense,  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.

                                     - 22 -
<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/ John N. Giamalis
                                             -----------------------------------
                                             John N. Giamalis
                                             Senior Vice President and
                                             Controller



May 14, 1999

                                     - 23 -
<PAGE>
                   THE HARTFORD FINANCIAL SERVICES GROUP, INC.
                                    FORM 10-Q
                                  EXHBITS INDEX


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


27            Financial Data Schedule is filed herewith.


                                     - 24 -

<TABLE> <S> <C>

<ARTICLE>           7
<MULTIPLIER>             1,000,000
       
<S>                                                         <C>
<PERIOD-TYPE>                                                     3-MOS
<FISCAL-YEAR-END>                                           DEC-31-1999
<PERIOD-END>                                                MAR-31-1999
<DEBT-HELD-FOR-SALE>                                             34,483
<DEBT-CARRYING-VALUE>                                                 0
<DEBT-MARKET-VALUE>                                                   0
<EQUITIES>                                                        1,076
<MORTGAGE>                                                          228
<REAL-ESTATE>                                                        10
<TOTAL-INVEST>                                                   40,859
<CASH>                                                              108
<RECOVER-REINSURE>                                                4,564
<DEFERRED-ACQUISITION>                                            4,718
<TOTAL-ASSETS>                                                  150,960
<POLICY-LOSSES>                                                  22,425
<UNEARNED-PREMIUMS>                                               2,587
<POLICY-OTHER>                                                   17,127
<POLICY-HOLDER-FUNDS>                                            94,665
<NOTES-PAYABLE>                                                   1,579
<COMMON>                                                              2
                                             1,250 <F1>
                                                           0
<OTHER-SE>                                                        6,328
<TOTAL-LIABILITY-AND-EQUITY>                                    150,960
                                                        2,605
<INVESTMENT-INCOME>                                                 665
<INVESTMENT-GAINS>                                                   29
<OTHER-INCOME>                                                        0
<BENEFITS>                                                        1,909
<UNDERWRITING-AMORTIZATION>                                         458
<UNDERWRITING-OTHER>                                                503
<INCOME-PRETAX>                                                     344
<INCOME-TAX>                                                         86
<INCOME-CONTINUING>                                                 238
<DISCONTINUED>                                                        0
<EXTRAORDINARY>                                                       0
<CHANGES>                                                             0
<NET-INCOME>                                                        238
<EPS-PRIMARY>                                                      1.05
<EPS-DILUTED>                                                      1.04
<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 JUNIOR SUBORDINATED DEBENTURES.
</FN>
        

</TABLE>


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