SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* AYER RAMANI (Last) (First) (Middle) THE HARTFORD FINANCIAL SERVICES GROUP HARTFORD PLAZA (Street) HARTFORD CT 06115 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol HARTFORD FINANCIAL SERVICES GROUP INC/DE [ HIG ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) Chairman, President and CEO
	3. Date of Earliest Transaction (Month/Day/Year) 02/28/2006
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Restricted Stock Units								50,127.836	D
Restricted Stock								35,300	D
Common Stock								16,900	I(1)	By Limited Liability Company
Common Stock	02/28/2006		M		108,376	A	$83	292,895	D
Common Stock	02/28/2006		D(2)		108,376	D	$83	184,519	D
Common Stock	02/28/2006		M		83,260	A	$44.47	267,779	D
Common Stock	02/28/2006		M		740	A	$36.125	268,519	D
Common Stock	02/28/2006		S(3)		84,000	D	$82.1551	184,519	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option	$36.125	02/28/2006		M			740	(4)	01/24/2007	Common Stock	740	$36.125	0	D
Stock Option	$44.47	02/28/2006		M			83,260	(5)	12/17/2007	Common Stock	169,470	$44.47	86,210	D
Stock Option	$46.315							(6)	02/21/2008	Common Stock	112,140		112,140	I	By Trust(7)
Stock Option	$45.5							(8)	10/14/2008	Common Stock	114,021		114,021	I	By Trust(7)
Stock Option	$51							(9)	02/18/2009	Common Stock	165,675		165,675	I	By Trust(7)
Stock Option	$34							(10)	02/18/2010	Common Stock	408,497		408,497	I	By Trust(7)
Stock Option	$62.07							(11)	02/23/2011	Common Stock	222,046		222,046	D
Stock Option	$65.85							(12)	02/23/2012	Common Stock	201,556		201,556	D
Stock Option	$37.37							(13)	02/22/2013	Common Stock	171,465		171,465	D
Stock Option	$65.99							(14)	02/20/2014	Common Stock	96,723		96,723	D
Stock Option	$71.27							(15)	02/19/2015	Common Stock	79,454		79,454	D
Stock Option	$83							(16)	02/15/2016	Common Stock	71,750		71,750	D
Performance Shares	$83	02/28/2006		M			108,376	(17)	(17)	Common Stock	108,376	$83	0	D

Explanation of Responses:

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

2. Disposition to the issuer pursuant to Rule 16b-3.

3. Transaction effected pursuant to a pre-planned trading plan entered into in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934.

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

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

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

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

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

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

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

11. The option became fully exercisable as of July 27, 2005, following the achievement of the following criteria: the closing price of the Issuer's Common Stock reached 125% of the grant price for at least 10 consecutive trading days.

12. The option became fully exercisable on November 17, 2005, following the achievement of the following criteria: the closing price of the Company's Common Stock on the New York Stock Exchange reached 125% of the grant price for at least 10 consecutive trading days.

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

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

15. The option becomes fully exercisable upon the later of: (i) the closing price of the Issuer's Common Stock on the New York Stock Exchange reaches 125% of the grant price for at least 10 consecutive trading days and (ii) February 17, 2008 (three years from the grant date).

16. The option becomes fully exercisable upon the later of: (i) the date on which the closing stock price on the New York Stock Exchange equals or exceeds 125% of the exercise price for 10 consecutive trading days or (ii) February 15, 2009, three years from the date of the grant.

17. On February 15, 2006, the Company's Compensation and Personnel Committee determined to award a performance share payout, based on the level of the Company's performance relative to pre-established performance objectives, for the January 1, 2003 - December 31, 2005 performance period. The performance share payout was paid in cash on February 28, 2006.

Remarks:

	/s/ Amanda Grabowski Aquino, POA for Ramani Ayer by Power of Attorney of Ramani Ayer dated February 19, 2004.	03/01/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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