PAGETable ---- Report of Independent Registered Public Accounting Firm 3 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS Condensed Consolidated Statements of Income - Second Quarter and Six Months ended June 30, 2004 and 2003 4 Condensed Consolidated Balance Sheets - June 30, 2004 and December 31, 2003 5 Condensed Consolidated Statements of Changes in Stockholder's Equity - Six Months Ended June 30, 2004 and 2003 6 Condensed Consolidated Statements of Cash Flows - Six Months Ended June 30, 2004 and 2003 7 Notes to Condensed Consolidated Financial Statements 8 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 20 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 40 ITEM 4. CONTROLS AND PROCEDURES 40 PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS 40 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 40 Signature 41 Certifications 44Contents

~~SECOND~~UNITED ~~QUARTER~~STATES SECURITIES SIX MONTHS ENDED ENDED JUNE 30, JUNE 30, (In millions) (Unaudited) 2004 2003 2004 2003 --------------------------------------------------------------------------------------------------------- REVENUES Fee income and other $ 790 $ 693 $ 1,576 $ 1,337 Earned premiums 970 706 1,965 1,389 Net investment income 858 504 2,059 1,007 Net realized capital gains 26 59 102 15 --------------------------------------------------------------------------------------------------------- TOTAL REVENUES 2,644 1,962 5,702 3,748 --------------------------------------------------------------------------------------------------------- BENEFITS, CLAIMS AND ~~EXPENSES~~EXCHANGE Benefits, claims and claim adjustment expenses 1,531 1,086 3,408 2,169 Insurance expenses and other 506 373 1,020 713 Amortization of deferred policy acquisition costs and present value of future profits 233 175 466 338 Dividends to policyholders 8 25 21 40 Interest expense 22 29 57 58 --------------------------------------------------------------------------------------------------------- TOTAL BENEFITS, CLAIMS AND EXPENSES 2,300 1,688 4,972 3,318 --------------------------------------------------------------------------------------------------------- INCOME BEFORE INCOME TAX EXPENSE AND CUMULATIVE EFFECT OF ACCOUNTING CHANGE 344 274 730 430 Income tax expense 89 31 194 61 --------------------------------------------------------------------------------------------------------- INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE 255 243 536 369 Cumulative effect of accounting change, net of tax - - (23) - --------------------------------------------------------------------------------------------------------- NET INCOME $ 255 $ 243 $ 513 $ 369 ---------------------------------------------------------------------------------------------------------COMMISSION

~~JUNE 30~~Washington, DECEMBER 31, (In millions, except for share data) 2004 2003 -------------------------------------------------------------------------------------------------------- (Unaudited) ASSETS Investments Fixed maturities, available-for-sale, at fair value (amortized cost of $46,445 and $35,569) $ 47,807 $ 37,462 Equity securities, available-for-sale, at fair value (cost of $377 and $335) 383 357 Equity securities, held for trading, at fair value 8,995 - Policy loans, at outstanding balance 2,650 2,512 Other investments 1,229 823 ------------------------------------------------------------------------------------------------------- Total investments 61,064 41,154 Cash 509 265 Premiums receivable and agents' balances 379 335 Reinsurance recoverables 665 604 Deferred policy acquisition costs and present value of future profits 7,073 6,623 Deferred income taxes (444) (486) Goodwill 796 796 Other assets 1,665 1,668 Separate account assets 130,840 136,633 ------------------------------------------------------------------------------------------------------- TOTAL ASSETS $ 202,547 $ 187,592 ======================================================================================================= LIABILITIES Reserve for future policy benefits $ 11,753 $ 11,411 Other policyholder funds 46,606 26,186 Short-term debt - 505 Long-term debt 1,050 1,300 Other liabilities 4,556 4,498 Separate account liabilities 130,840 136,633 ------------------------------------------------------------------------------------------------------- TOTAL LIABILITIES 194,805 180,533 ======================================================================================================= Commitments and Contingent Liabilities, Note 4 STOCKHOLDER'S EQUITY Common Stock - 1,000 shares authorized, issued and outstanding; par value $0D.01C. - - Capital surplus 3,094 2,489 Accumulated other comprehensive income Net unrealized capital gains on securities, net of tax Foreign currency translation adjustments 567 903 (44) (43) Total accumulated other comprehensive income 523 860 Retained earnings 4,125 3,710 ------------------------------------------------------------------------------------------------------- TOTAL STOCKHOLDER'S EQUITY 7,742 7,059 ======================================================================================================= TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $ 202,547 $ 187,592 =======================================================================================================20549

~~ACCUMULATED~~FORM ~~OTHER COMPREHENSIVE INCOME~~ 10------------------------------------------ NET NET GAIN UNREALIZED (LOSS) ON CAPITAL CASH FLOW FOREIGN GAINS ON HEDGING CURRENCY TOTAL COMMON CAPITAL SECURITIES, NET INSTRUMENTS, TRANSLATION RETAINED STOCKHOLDER'S (In millions) (Unaudited) STOCK SURPLUS OF TAX NET OF TAX ADJUSTMENTS EARNINGS EQUITY ------------------------------------------------------------------------------------------------------------------------------ Balance, December 31, 2003 $ - $ 2,489 $ 928 $ (25) $ (43) $ 3,710 $ 7,059 Comprehensive income Net income 513 513 ------------- Other comprehensive income, net of tax (1) Cumulative effect of accounting change 292 292 Net change in unrealized capital gains (loss) on securities (2) (575) (575) Net loss on cash flow hedging instruments (53) (53) ------------- Cumulative translation adjustments (1) (1) ------------- Total other comprehensive income (337) ------------- Total comprehensive income 176 ------------- Dividends declared (98) (98) Capital contributions from parent 605 605 ------------------------------------------------------------------------------------------------------------------------------ BALANCE, JUNE 30, 2004 $ - $ 3,094 $ 645 $ (78) $ (44) $ 4,125 $ 7,742 ==============================================================================================================================Q

~~ACCUMULATED OTHER COMPREHENSIVE INCOME ---------------------------------------------- NET NET GAIN UNREALIZED~~ (~~LOSS)~~Mark ~~ON CAPITAL CASH FLOW FOREIGN GAINS ON HEDGING CURRENCY TOTAL COMMON CAPITAL SECURITIES, NET INSTRUMENTS, TRANSLATION RETAINED STOCKHOLDER'S (In millions~~One) (Unaudited) STOCK SURPLUS OF TAX NET OF TAX ADJUSTMENTS EARNINGS EQUITY ------------------------------------------------------------------------------------------------------------------------------ Balance, December 31, 2002 $ - $ 1,970 $ 621 $ 126 $ (39) $ 3,010 $ 5,688 Comprehensive income Net income 369 369 ------------- Other comprehensive income, net of tax (1) Net change in unrealized capital 510 510 gains on securities (2) Net loss on cash flow hedging instruments (36) (36) ------------- Cumulative translation adjustments 1 1 ------------- Total other comprehensive income 475 ------------- Total comprehensive income 844 ------------- Dividends declared (35) (35) ------------------------------------------------------------------------------------------------------------------------------ BALANCE, JUNE 30, 2003 $ - $ 1,970 $ 1,131 $ 90 $ (38) $ 3,344 $ 6,497 ==============================================================================================================================

~~SIX~~þ QUARTERLY ~~MONTHS~~REPORT ~~ENDED~~PURSUANT JUNE 30, ------------------ (In millions) (Unaudited) 2004 2003 ------------------------------------------------------------------------------------------------------------------ OPERATING ACTIVITIES Net income $ 513 $ 369 ADJUSTMENTS TO ~~RECONCILE~~SECTION ~~NET~~13 ~~INCOME~~OR ~~TO NET CASH PROVIDED BY OPERATING ACTIVITIES Net realized capital gains (102) (~~15) Cumulative effect of adoption of SOP 03-1 23 Amortization of deferred policy acquisition costs and present value of future profits 466 338 Additions to deferred policy acquisition costs and present value of future profits (~~971~~d) (728) Amortization of sales inducements 12 30 Additions to deferred sales inducements (63) (66) Depreciation and amortization 61 72 (Increase) decrease in premiums receivable and agents' balances (44) 16 Increase in receivables (209) (22) Decrease in accrued liabilities and payables (136) (20) (Decrease) increase in other liabilities (130) 276 Decrease in accrued taxes (2) (27) Change in deferred income taxes 560 34 Increase in liabilities for future policy benefits 342 345 Net increase in equity securities, held for trading (2,759) - Net receipts from investment contracts credited to policyholder accounts associated with equity securities, held for trading 3,072 - Decrease (increase) in reinsurance recoverables 61 (18) Decrease (increase) in other assets 283 (254) ------------------------------------------------------------------------------------------------------------------ NET CASH PROVIDED BY OPERATING ACTIVITIES 977 330 ------------------------------------------------------------------------------------------------------------------ INVESTING ACTIVITIES Purchases of fixed maturity and equity security investments, available-for-sale (7,909) (7,769) Sales of fixed maturity and equity security investments, available-for-sale 5,585 3,192 Maturity of fixed maturity and equity security investments, available-for-sale 2,131 1,833 Purchase price adjustment of Business/Affiliate (58) - Other (13) (3) ------------------------------------------------------------------------------------------------------------------ NET CASH USED FOR INVESTING ACTIVITIES (264) (2,747) ------------------------------------------------------------------------------------------------------------------ FINANCING ACTIVITIES Capital contributions 605 - Proceeds from issuance of long-term debt 150 Repayment of short-term debt (505) - Repayment of company obligated mandatorily redeemable preferred securities of subsidiary trust holding solely parent junior subordinated debentures (250) - Dividends paid (91) (34) Net receipts (disbursements) from investment and universal life-type contracts credited to policyholder accounts (227) 2,313 ------------------------------------------------------------------------------------------------------------------ NET CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES (468) 2,429 ------------------------------------------------------------------------------------------------------------------ Net increase in cash 245 12 Impact of foreign exchange (1) (1) ------------------------------------------------------------------------------------------------------------------ Cash - beginning of period 265 179 ------------------------------------------------------------------------------------------------------------------ CASH - END OF ~~PERIOD~~THE $SECURITIES ~~509~~EXCHANGE ACT ~~$ 190 ------------------------------------------------------------------------------------------------------------------ SUPPLEMENTAL DISCLOSURE~~ OF ~~CASH FLOW INFORMATION NET CASH PAID DURING THE PERIOD FOR Income taxes $ 21 $ 20 Interest $ 55 $ 56~~1934

~~Net~~For ~~Other~~the ~~Income~~quarterly ~~Comprehensive~~period ~~Cumulative~~ended ~~Effect~~March 31, of Adoption (Loss) Income (Loss) ------------------------------------------------------------- Establishing GMDB and other benefit reserves for annuity contracts $ (54) $ -- Reclassifying certain separate accounts to general accounts 30 294 Other 1 (2) ------------------------------------------------------------- Total cumulative effect of adoption $ (23) $ 292 =============================================================2005

June 30, 2004 December 31, 2003 ---------------------- ----------------------- Notional Notional Amount Fair Value Amount Fair Value ------------------------------------------------------------------------------------------------------ Cash flow hedge $ 6,042 $ (227) $ 3,285 $ (58) Fair value hedge 283 (10) 206 (5) Net investment hedge 200 -- 200 (4) Other investment and risk management activities 37,397 86 29,927 21 ------------------------------------------------------------------------------------------------------ TOTAL $43,922 $ (151) $33,618 $ (46) ======================================================================================================OR

~~NOTIONAL~~o TRANSITION ~~HEDGING~~REPORT ~~STRATEGY~~PURSUANT ~~AMOUNT~~TO ~~FAIR~~SECTION ~~VALUE~~13 ~~--------------------------------------------------------------------------------------------------------------------------------~~OR CASH FLOW HEDGES Interest rate swaps - Interest rate swaps are primarily used to convert interest receipts on floating-rate fixed maturity investments to fixed rates. These derivatives are predominantly used to better match cash receipts from assets with cash disbursements required to fund liabilities. $ 1,596 $ 18 Foreign currency swaps - Foreign currency swaps are used to convert foreign denominated cash flows associated with certain foreign denominated fixed maturity investments to U.S. dollars. The foreign fixed maturities are primarily denominated in Euros and are swapped to minimize cash flow fluctuations due to changes in currency rates. 413 15(~~103~~d) ~~FAIR~~OF ~~VALUE~~THE ~~HEDGES~~SECURITIES ~~Interest~~EXCHANGE ACT ~~rate~~OF caps and floors - Interest rate caps and floors are used to offset the changes in fair value related to corresponding interest rate caps and floors that exist in certain of the Company's variable-rate fixed maturity investments. 111 (2) OTHER INVESTMENT AND RISK MANAGEMENT ACTIVITIES Credit default and total return swaps - The Company enters into swap agreements in which the Company assumes credit exposure or reduces credit exposure from an individual entity, referenced index or asset pool. 444 -- Interest rate swaps - The Company uses interest rate swaps to manage interest rate risk. 250 16 Options - The Company writes option contracts for a premium to monetize the option embedded in certain of its fixed maturity investments. 162 -- Foreign currency swaps - The Company enters into foreign currency swaps to hedge the foreign currency exposures in certain of its foreign fixed maturity investments. 45 (5) -------------------------------------------------------------------------------------------------------------------------------- TOTAL $ 3,021 $ (76) ================================================================================================================================1934

~~June~~For ~~30,~~the ~~2004~~transition ~~December~~period ~~31,~~from ~~2003~~_________to ----------------------- ----------------------- Liability Liability Asset Values Values Asset Values Values ------------------------------------------------------------------------------ Other investments $ 142 $ - $ 178 $ - Reinsurance recoverables - 81 - 89 Other policyholder funds 125 - 115 - Fixed maturities 5 - 7 - Other liabilities - 342 - 257 ------------------------------------------------------------------------------ TOTAL $ 272 $ 423 $ 300 $ 346 ==============================================================================_________

~~BREAKDOWN~~Commission OFfile ~~VARIABLE~~number ~~ANNUITY ACCOUNT VALUE BY GMDB NET AMOUNT AT RETAINED NET TYPE ACCOUNT VALUE RISK AMOUNT AT RISK~~ 001------------- ------------- -------------- Maximum anniversary value (MAV) [1] ---------------------------------------------------------------------------------------------------------------- MAV only $61,264 $ 8,299 $ 913 With 5% rollup [2] 4,132 672 121 With Earnings Protection Benefit Rider (EPB) [3] 3,974 134 40 With 5% rollup & EPB 1,469 112 19 ---------------------------------------------------------------------------------------------------------------- Total MAV 70,839 9,217 1,093 Asset Protection Benefit (APB) [4] 11,627 17 10 Ratchet [5] (5 years) 43 3 -- Reset [6] (5-7 years) 8,478 863 862 Return of Premium [7]/Other 1,517 11 11 ---------------------------------------------------------------------------------------------------------------- TOTAL $92,504 $10,111 $ 1,976 ================================================================================================================12749

~~SECOND~~HARTFORD ~~QUARTER ENDED SIX MONTHS ENDED JUNE 30~~LIFE, 2004 JUNE 30, 2004 -------------------- ---------------- Balance, beginning of period $ 225 $ 198 Sales inducements deferred 30 63 Amortization charged to income (6) (12) ----- ----- Balance at June 30, 2004 $ 249 $ 249 ===== =====INC.

AS(Exact OFname JUNE 30, 2004 AS OF DECEMBER 31, 2003 ---------------------------- --------------------------- GROSS ACCUMULATED GROSS ACCUMULATED CARRYING NET CARRYING NET AMORTIZED INTANGIBLE ASSETS AMOUNT AMORTIZATION AMOUNT AMORTIZATION ---------------------------------------------------------------------------------------------------------- Present value of ~~future~~registrant ~~profits~~as ~~$652~~specified ~~$135~~in ~~$658~~its $115 ---------------------------------------------------------------------------------------------------------- TOTAL $652 $135 $658 $115 ==========================================================================================================charter)

~~FOR~~Delaware ~~THE~~(State ~~YEAR~~or ~~ENDING~~other ~~DECEMBER~~jurisdiction ~~31,~~of ~~-------------------------------------------------~~incorporation ~~2004~~or $organization) 4006-1470915 ~~2005~~(I.R.S. $Employer 34Identification ~~2006 $ 32 2007 $ 30 2008 $ 28 -------------------------------------------------~~No.)

~~SHORT-TERM~~200 ~~DEBT~~Hopmeadow ~~June 30~~Street, ~~2004 December 31~~Simsbury, ~~2003~~Connecticut ~~------------------------------------~~06089 (Address ~~Related Party Debt $ -- $ 305 Current maturities~~ of ~~long-term~~principal ~~debt~~executive -- 200 -------------------------------------------------------------------------------- TOTAL SHORT-TERM DEBT $ -- $ 505 ================================================================================offices)

~~LONG~~(860) 547-~~TERM~~5000 (Registrant’s ~~DEBT~~telephone ~~June 30~~number, ~~2004~~including ~~December~~area 31, 2003 -------------------------------------------------------------------------------- 7.10% Notes, due 2007 $ 200 $ 200 7.65% Notes, due 2027 250 250 7.375% Notes, due 2031 400 400 -------------------------------------------------------------------------------- JUNIOR SUBORDINATED DEBENTURES -------------------------------------------------------------------------------- 7.20% Notes, due 2038 -- 250 -------------------------------------------------------------------------------- 7.625% Notes, due 2050 200 200 ================================================================================ TOTAL LONG-TERM DEBT $ 1,050 $ 1,300 ================================================================================code)

~~Retail~~Indicate ~~Institutional~~by ~~Products~~check ~~Solutions~~mark ~~Individual~~whether ~~Group~~the ~~JUNE~~registrant: ~~30,~~(1) has ~~2004~~filed ~~Group~~all ~~Group~~reports ~~Life~~required ~~Benefits~~to ~~Other~~be filed ~~Total~~by ~~--------------------------------------------------------------------------------------------------------------------------~~Section 13 ~~SECOND~~or ~~QUARTER~~15(d) ~~ENDED~~of ~~Total~~the ~~revenues~~Securities $Exchange ~~764~~Act $of ~~434~~1934 $during ~~252~~the ~~$1,000~~preceding $12 months ~~194~~(or $2for such shorter period that the registrant was required to file such reports),~~644~~ and ~~Net~~(2) has ~~income~~been ~~128~~subject 28to 37such 48filing 14requirements ~~255~~for ~~--------------------------------------------------------------------------------------------------------------------------~~the past 90 days.

~~Retail~~ Yes þ No Institutional Products Solutions Individual Group JUNE 30, 2003 Group Group Life Benefits Other Total -------------------------------------------------------------------------------------------------------------------------- SECOND QUARTER ENDED Total revenues $ 533 $ 470 $ 240 $ 638 $ 81 $1,962 Net income 121 29 36 35 22 243 --------------------------------------------------------------------------------------------------------------------------o

~~Retail~~Indicate ~~Institutional~~by ~~Products~~check ~~Solutions~~mark ~~Individual~~whether ~~Group~~the ~~JUNE~~registrant ~~30,~~is ~~2004~~an ~~Group~~accelerated ~~Group~~filer ~~Life~~(as ~~Benefits~~defined ~~Other~~in ~~Total~~ Rule 12b-~~------------------------------------------------------------------------------------------------------------------------- SIX MOINTHS ENDED Total revenues $1,527 $ 876 $ 506 $~~2~~,004~~ $of ~~789~~the ~~$5,702~~Exchange ~~Net income 235 56 70 95 57 513 --------------------------------------------------------------------------------------------------------------------------~~Act)

~~Retail~~ Yes o No Institutional Products Solutions Individual Group JUNE 30, 2003 Group Group Life Benefits Other Total -------------------------------------------------------------------------------------------------------------------------- SIX MOINTHS ENDED Total revenues $1,011 $ 892 $ 484 $1,305 $ 56 $3,748 Net income (loss) 198 60 68 69 (26) 369 --------------------------------------------------------------------------------------------------------------------------þ

~~INDEX~~As ~~------------------------------------------------------------------ Critical Accounting Estimates 20 Consolidated Results~~ of ~~Operations~~April 25, -2005 ~~Operating~~there ~~Summary~~were 21outstanding ~~Retail~~1,000 ~~Products~~shares ~~Group~~of 23Common ~~Institutional~~Stock, ~~Solutions~~$0.01 ~~Group~~par 24value ~~Individual~~per share, ~~Life~~of 25the ~~Group~~registrant, ~~Benefits~~all 26of ~~Investments~~which 26were ~~Investment~~directly ~~Credit~~owned ~~Risk~~by 30Hartford ~~Capital~~Holdings, ~~Markets~~Inc., ~~Risk~~a direct ~~Management~~wholly 35owned ~~Capital~~subsidiary ~~Resources~~of ~~and~~The ~~Liquidity~~Hartford 36Financial ~~Accounting~~Services ~~Standards~~Group, 40Inc.

~~SECOND~~The ~~QUARTER~~registrant ~~ENDED~~meets ~~SIX~~the ~~MONTHS~~conditions ~~JUNE~~set ~~30,~~forth ~~JUNE~~in ~~30,~~General ~~--------------------------------------------------------~~Instruction ~~OPERATING~~H SUMMARY 2004 2003 CHANGE 2004 2003 CHANGE ------------------------------------------------------------------------------------------------------------------------------- Earned premiums $ 970 $ 706 37% $ 1,965 $ 1,389 42% Fee income 790 656 20% 1,576 1,273 24% Net investment income[1] 858 504 70% 2,059 1,007 104% Other revenue - 37 (~~100%~~1) ~~- 64~~ (~~100%~~a) Net realized capital gains (losses) 26 59 (56%) 102 15 NM ------------------------------------------------------------------------------------------------------------------------------- TOTAL REVENUES 2,644 1,962 35% 5,702 3,748 52% ------------------------------------------------------------------------------------------------------------------------------- Benefits, claims and claim adjustment expenses [1] 1,531 1,086 41% 3,408 2,169 57% Amortization of deferred policy acquisition costs and present value of future profits 233 175 33% 466 338 38% Insurance operating costs and expenses 514 398 29% 1,041 753 38% Interest expense 22 29 (~~24%~~b) 57 58 (2%) ------------------------------------------------------------------------------------------------------------------------------- TOTAL BENEFITS, CLAIMS AND EXPENSES 2,300 1,688 36% 4,972 3,318 50% ------------------------------------------------------------------------------------------------------------------------------- INCOME BEFORE INCOME TAXES AND CUMULATIVE EFFECT OF ACCOUNTING CHANGE 344 274 26% 730 430 70% Income tax expense 89 31 187% 194 61 NM ------------------------------------------------------------------------------------------------------------------------------- INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE 255 243 5% 536 369 45% Cumulative effect of Form ~~accounting change, net of tax [2]~~ 10--Q --and --is ~~(23)~~therefore --filing NMthis ~~-------------------------------------------------------------------------------------------------------------------------------~~form ~~NET~~with ~~INCOME~~the $reduced ~~255~~disclosure ~~$ 243 5% $ 513 $ 369 39% -------------------------------------------------------------------------------------------------------------------------------~~format.

OPERATING SUMMARY SECOND QUARTER ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, ------------------------------------------------------ 2004 2003 CHANGE 2004 2003 CHANGE ----------------------------------------------------------------------------------------------------------------------------- Fee income and other $ 513 $ 401 28% $ 1,019 $ 765 33% Earned premiums (17) 1 NM (31) (8) NM Net investment income 266 128 108% 538 245 120% Net realized capital gains 2 3 (33%) 1 9 (89%) ----------------------------------------------------------------------------------------------------------------------------- TOTAL REVENUES 764 533 43% 1,527 1,011 51% ----------------------------------------------------------------------------------------------------------------------------- Benefits, claims and claim adjustment expenses 259 153 69% 516 300 72% Amortization of deferred policy acquisition costs and present value of future profits 160 114 40% 327 217 51% Insurance operating costs and other expenses 180 149 21% 355 281 26% ----------------------------------------------------------------------------------------------------------------------------- TOTAL BENEFITS, CLAIMS AND EXPENSES 599 416 44% 1,198 798 50% ----------------------------------------------------------------------------------------------------------------------------- INCOME BEFORE INCOME TAXES AND CUMULATIVE EFFECT OF ACCOUNTING CHANGE 165 117 41% 329 213 54% Income tax expense (benefit) 37 (4) NM 75 15 NM ----------------------------------------------------------------------------------------------------------------------------- INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE 128 121 6% 254 198 28% Cumulative effect of accounting change, net of tax [1] -- -- -- (19) -- NM ----------------------------------------------------------------------------------------------------------------------------- NET INCOME $ 128 $ 121 6% $ 235 $ 198 19% =============================================================================================================================INDEX

JUNE 30, JUNE 30, 2004 2003 CHANGE ----------------------------------------------------------------------------------------------------------- Individual variable annuity account values $ 92,504 $ 73,748 25% Other individual annuity account values 11,372 10,587 7% 401K and Specialty products account values 5,588 3,720 50% ----------------------------------------------------------------------------------------------------------- TOTAL ACCOUNT VALUES [2] 109,464 88,055 24% Mutual fund assets under management 23,897 17,012 40% ----------------------------------------------------------------------------------------------------------- TOTAL ASSETS UNDER MANAGEMENT $133,361 $105,067 27% ----------------------------------------------------------------------------------------------------------- S&P 500 INDEX VALUE AT END OF PERIOD 1,141 975 17% ===========================================================================================================


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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Report of Independent Registered Public Accounting Firm		3

Condensed Consolidated Statements of Income – Three Months Ended March 31, 2005 and 2004		4

Condensed Consolidated Balance Sheets – March 31, 2005 and December 31, 2004		5

Condensed Consolidated Statements of Changes in Stockholder’s Equity – Three Months Ended March 31, 2005 and 2004		6

Condensed Consolidated Statements of Cash Flows – Three Months Ended March 31, 2005 and 2004		7

Notes to Condensed Consolidated Financial Statements		8

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		17

Item 3. Quantitative and Qualitative Disclosures about Market Risk		34

Item 4. Controls and Procedures		34

PART II. OTHER INFORMATION

Item 1. Legal Proceedings		35

Item 6. Exhibits		36

Signature		37

Exhibits Index		38
EX-15.01: DELOITTE & TOUCHE LLP LETTER OF AWARENESS
EX-31.01: CERTIFICATION
EX-31.02: CERTIFICATION
EX-32.01: CERTIFICATION
EX-32.02: CERTIFICATION

SECOND QUARTER ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, ------------------------------------------------------ OPERATING SUMMARY 2004 2003 CHANGE 2004 2003 CHANGE ----------------------------------------------------------------------------------------------------------------------------- Fee income and other $ 76 $ 79 (4%) $ 150 $ 156 (4%) Earned premiums 95 142 (33%) 204 242 (16%) Net investment income 262 244 7% 519 488 6% Net realized capital gains 1 5 (80%) 3 6 (50%) ----------------------------------------------------------------------------------------------------------------------------- TOTAL REVENUES 434 470 (8%) 876 892 (2%) ----------------------------------------------------------------------------------------------------------------------------- Benefits, claims and claim adjustment expenses 357 374 (5%) 712 709 -- Amortization of deferred policy acquisition costs and present value of future profits 10 7 43% 19 13 46% Insurance operating costs and other expenses 27 48 (44%) 64 84 (24%) ----------------------------------------------------------------------------------------------------------------------------- TOTAL BENEFITS, CLAIMS AND EXPENSES 394 429 (8%) 795 806 (1%) ----------------------------------------------------------------------------------------------------------------------------- INCOME BEFORE INCOME TAXES AND CUMULATIVE EFFECT OF ACCOUNTING CHANGE 40 41 (2%) 81 86 (6%) Income tax expense 12 12 -- 24 26 (8%) ----------------------------------------------------------------------------------------------------------------------------- INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE 28 29 (3%) 57 60 (5%) Cumulative effect of accounting change, net of tax [1] -- -- -- (1) -- -- ----------------------------------------------------------------------------------------------------------------------------- NET INCOME $ 28 $ 29 (3%) $ 56 $ 60 (7%) -----------------------------------------------------------------------------------------------------------------------------

JUNETable 30,of JUNE 30, 2004 2003 CHANGE ------------------------------------------------------------------------------------------------------------------ Institutional account values $13,377 $11,224 19% Governmental account values 9,445 7,811 21% Private Placement Life Insurance account values Variable products 21,592 20,326 6% Leveraged COLI 2,508 3,137 (20%) ------------------------------------------------------------------------------------------------------------------ TOTAL ACCOUNT VALUES [2] 46,922 42,498 10% Mutual fund assets under management 1,272 850 50% ------------------------------------------------------------------------------------------------------------------ TOTAL ASSETS UNDER MANAGEMENT $48,194 $43,348 11% ==================================================================================================================Contents

~~SECOND~~PART ~~QUARTER~~I. ~~ENDED~~FINANCIAL SIX MONTHS ENDED JUNE 30, JUNE 30, ------------------------------------------------------ OPERATING SUMMARY 2004 2003 CHANGE 2004 2003 CHANGE ----------------------------------------------------------------------------------------------------------------------------- Fee income and other $ 181 $184 (2%) $ 367 $ 366 --% Earned premiums (5) (6) 17% (10) (10) --% Net investment income 76 63 21% 149 129 16% Net realized capital gains/(losses) -- (1) 100% -- (1) 100% ----------------------------------------------------------------------------------------------------------------------------- TOTAL REVENUES 252 240 5% 506 484 5% ----------------------------------------------------------------------------------------------------------------------------- Benefits, claims and claim adjustment expenses 120 108 11% 245 220 11% Amortization of deferred policy acquisition costs and present value of future profits 40 43 (7%) 79 89 (11%) Insurance operating costs and other expenses 39 39 -- 79 78 1% ----------------------------------------------------------------------------------------------------------------------------- TOTAL BENEFITS, CLAIMS AND EXPENSES 199 190 5% 403 387 4% ----------------------------------------------------------------------------------------------------------------------------- INCOME BEFORE INCOME TAXES AND CUMULATIVE EFFECT OF ACCOUNTING CHANGE 53 50 6% 103 97 6% Income tax expense 16 14 14% 32 29 10% ----------------------------------------------------------------------------------------------------------------------------- INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE 37 36 3% 71 68 4% ----------------------------------------------------------------------------------------------------------------------------- Cumulative effect of accounting change, net of tax [1] -- -- -- (1) -- NM% ----------------------------------------------------------------------------------------------------------------------------- NET INCOME $ 37 $ 36 3% $ 70 $ 68 3% ============================================================================================================================= Variable life account values $ 4,934 $ 4,141 19% Total account values $ 8,992 $ 8,066 11% ----------------------------------------------------------------------------------------------------------------------------- Variable life insurance in force $ 67,537 $ 66,518 2% Total life insurance in force $134,420 $127,520 5% =============================================================================================================================INFORMATION

~~OPERATING~~Item SUMMARY SECOND QUARTER ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, -------------------------------------------------------- 2004 2003 CHANGE 2004 2003 CHANGE -------------------------------------------------------------------------------------------------------------------------- Earned premiums and other $ 906 $ 573 58% $ 1~~,821~~. $FINANCIAL 1,175 55% Net investment income 93 64 45% 182 132 38% Net realized capital gains/(losses) 1 1 --% 1 (2) NM -------------------------------------------------------------------------------------------------------------------------- TOTAL REVENUES 1,000 638 57% 2,004 1,305 54% -------------------------------------------------------------------------------------------------------------------------- Benefits, claims and claim adjustment expenses 690 451 53% 1,374 940 46% Amortization of deferred policy acquisition costs 6 5 20% 11 9 22% Insurance operating costs and other expenses 240 138 74% 492 269 83% -------------------------------------------------------------------------------------------------------------------------- TOTAL BENEFITS, CLAIMS AND EXPENSES 936 594 58% 1,877 1,218 54% -------------------------------------------------------------------------------------------------------------------------- INCOME BEFORE INCOME TAXES 64 44 45% 127 87 46% Income tax expense 16 9 78% 32 18 78% -------------------------------------------------------------------------------------------------------------------------- NET INCOME $ 48 $ 35 37% $ 95 $ 69 38% ========================================================================================================================== Fully insured-ongoing premiums $ 897 $ 568 58% $ 1,802 $ 1,136 59% Buyout premiums -- 1 (100%) -- 29 (100%) Other 9 4 125% 19 10 90% -------------------------------------------------------------------------------------------------------------------------- Earned premiums and other $ 906 $ 573 58% $ 1,821 $ 1,175 55% ==========================================================================================================================STATEMENTS

~~COMPOSITION~~REPORT OF ~~INVESTED~~INDEPENDENT ~~ASSETS~~REGISTERED ~~---------------------------------------------------------------------------------------------------------------------------~~PUBLIC ~~JUNE~~ACCOUNTING 30, 2004 DECEMBER 31, 2003 ------------------- ------------------- AMOUNT PERCENT AMOUNT PERCENT --------------------------------------------------------------------------------------------------------------------------- Fixed maturities, available-for-sale, at fair value $47,807 78.4% $37,462 91.0% Equity securities, available-for-sale, at fair value 383 0.6% 357 0.9% Equity securities, held for trading, at fair value 8,995 14.7% -- -- Policy loans, at outstanding balance 2,650 4.3% 2,512 6.1% Mortgage loans, at cost 852 1.4% 466 1.1% Limited partnerships, at fair value 234 0.4% 177 0.4% Other investments 143 0.2% 180 0.5% --------------------------------------------------------------------------------------------------------------------------- TOTAL INVESTMENTS $61,064 100.0% $41,154 100.0% ===========================================================================================================================FIRM

~~SECOND~~Board ~~QUARTER~~of ~~ENDED~~Directors SIX MONTHS ENDED JUNE 30, JUNE 30, -------------------- -------------------- (before-tax) 2004 2003 2004 2003 ---------------------------------------------------------------------------------------------------------------------- Net investment income - excluding income on policy loans and ~~trading~~Stockholder ~~securities~~of Hartford ~~[1] $ 662 $ 450 $ 1~~Life,~~323~~ $ 895 Policy loan income 47 54 92 112 Trading securities income [2] 149 -- 644 -- ---------------------------------------------- Net investment income - total [1] $ 858 $ 504 $ 2,059 $ 1,007 Yield on average invested assets [3] 5Inc.8% 5.8% 5.8% 5.9% ---------------------------------------------------------------------------------------------------------------------- Gross gains on sale $ 84 $ 91 $ 184 $ 148 Gross losses on sale (70) (17) (88) (64) Impairments (4) (17) (12) (84) Periodic net coupon settlements on non-qualifying derivatives [1] 1 9 3 13 GMWB derivatives Hartford, net 6 -- 4 -- Other, net [4] 9 (7) 11 2 ---------------------------------------------- Net realized capital gains [1] $ 26 $ 59 $ 102 $ 15 ======================================================================================================================Connecticut

~~OTHER-THAN-TEMPORARY~~We ~~IMPAIRMENTS~~have BYreviewed ~~TYPE~~the ~~-------------------------------------------------------------------------------~~accompanying ~~SIX~~condensed ~~MONTHS~~consolidated ~~ENDED~~balance ~~JUNE~~sheet ~~30,~~of ~~----------------~~Hartford ~~(BEFORE-TAX)~~Life, ~~2004~~Inc. ~~2003~~and subsidiaries ~~---- ---- ABS Corporate debt obligations~~ (~~"CDOs"~~the “Company”) $as 4of ~~$10~~March 31, ~~Credit~~2005, ~~card~~and ~~receivables~~the --related 12condensed ~~Other~~consolidated statements ~~ABS~~of --income, 4changes ~~-------------------------------------------------------------------------------~~in ~~Total~~stockholder’s ~~ABS~~equity, 4and 26cash ~~Commercial~~flows ~~mortgages~~for 3the three--month ~~CMBS~~periods ended 1March 31, 42005 ~~Corporate Consumer non-cyclical -- 7 Technology~~ and ~~communications~~2004. --These 3interim ~~Transportation~~financial --statements 7are ~~Other~~the ~~corporate~~responsibility 3of 4the Company’s ------------------------------------------------------------------------------- Total corporate 3 21 Equity -- 21 Mortgage-backed securities ("MBS") - interest only securities 1 12 ------------------------------------------------------------------------------- TOTAL OTHER-THAN-TEMPORARY IMPAIRMENTS $12 $84 ===============================================================================management.

~~FIXED~~We ~~MATURITIES~~conducted BYour ~~TYPE~~reviews ~~-----------------------------------------------------------------------------------------------------------------------------------~~in ~~JUNE~~accordance ~~30,~~with ~~2004~~the ~~DECEMBER~~standards ~~31,~~of ~~2003~~the ~~--------------------------------------------------~~Public ~~----------------------------------------------------~~Company ~~PERCENT~~Accounting Oversight ~~PERCENT~~Board OF OF TOTAL TOTAL AMORTIZED UNREALIZED UNREALIZED FAIR FAIR AMORTIZED UNREALIZED UNREALIZED FAIR FAIR COST GAINS LOSSES VALUE VALUE COST GAINS LOSSES VALUE VALUE ----------------------------------------------------------------------------------------------------------------------------------- ABS $ 5,628 $ 87 $ (~~86)~~United ~~$ 5,629 11.8% $ 5,397 $ 113 $ (101~~States) ~~$ 5,409 11~~.0% ~~CMBS~~A ~~8,296~~review ~~312~~of ~~(79)~~interim ~~8,529~~financial ~~17.8%~~information ~~7,757~~consists ~~432~~principally ~~(21)~~of applying ~~8,168~~analytical ~~16.6%~~procedures ~~Collateralized~~and ~~mortgage~~making ~~obligation~~inquiries ~~("CMO")~~of ~~901~~persons 11responsible ~~(4)~~for ~~908~~financial 1.9% 1,023 15 (3) 1,035 2.1% Corporate Basic industry 2,480 126 (26) 2,580 5.4% 2,509 176 (10) 2,675 5.4% Capital goods 1,611 76 (21) 1,666 3.5% 1,555 113 (6) 1,662 3.4% Consumer cyclical 2,431 96 (30) 2,497 5.2% 2,513 164 (6) 2,671 5.4% Consumer non-cyclical 2,494 134 (26) 2,602 5.4% 2,735 198 (9) 2,924 5.9% Energy 1,363 81 (9) 1,435 3.0% 1,485 118 (5) 1,598 3.2% Financial services 6,117 334 (57) 6,394 13.3% 5,842 442 (28) 6,256 12.7% Technology and accounting ~~communications 3,682 243 (50) 3,875 8~~matters.1% ~~3,771~~It ~~382~~is ~~(11)~~substantially ~~4,142~~less ~~8.5%~~in ~~Transportation~~scope ~~576~~than 28an ~~(6)~~audit ~~598~~conducted ~~1.3%~~in ~~633~~accordance 43with the ~~(3)~~standards ~~673~~of ~~1.4%~~the ~~Utilities~~Public ~~2,161~~Company ~~135~~Accounting ~~(28)~~Oversight ~~2,268~~Board ~~4.7% 2,118 172~~ (~~11) 2,279 4.6% Other 647 24 (5) 666 1.4% 638 36 (1) 673 1.4% Government/Government agencies Foreign 627 42 (9) 660 1.4% 866 87 (1) 952 1.9%~~ United States ~~824 6 (20~~) ~~810 1.7% 1~~,~~100~~ 30the ~~(4)~~objective ~~1,126~~of which ~~2.3%~~is ~~MBS~~the -expression ~~agency~~of ~~1,608~~an 14opinion ~~(13)~~regarding ~~1,609~~the ~~3.4%~~financial ~~2,145~~statements 32taken ~~(2)~~as ~~2,175~~a 4whole.~~4% Municipal Taxable 632 10 (28) 614 1.3% 401 14 (7) 408 0.9% Tax-exempt 2~~ Accordingly,~~081~~ ~~113~~we ~~(13)~~do ~~2,181~~not ~~4.6%~~express ~~1,850~~such ~~168~~an ~~(1) 2,017 4~~opinion.1% Redeemable preferred stock 12 -- -- 12 -- 32 1 -- 33 0.1% Short-term 2,274 -- -- 2,274 4.8% 2,319 2 -- 2,321 4.7% ----------------------------------------------------------------------------------------------------------------------------------- TOTAL FIXED MATURITIES $ 46,445 $ 1,872 $ (510) $ 47,807 100.0% $ 46,689 $ 2,738 $ (230) $ 49,197 100.0% ==================================================================================================================================== Total general account fixed maturities $ 35,569 $ 2,051 $ (158) $ 37,462 76.1% Total guaranteed separate account fixed maturities [1] $ 11,120 $ 687 $ (72) $ 11,735 23.9% ====================================================================================================================================

~~FIXED~~Based ~~MATURITIES~~on BYour ~~CREDIT~~reviews, ~~QUALITY~~we ~~---------------------------------------------------------------------------------------------------------------------------------~~are ~~JUNE~~not ~~30,~~aware ~~2004~~of ~~DECEMBER~~any ~~31,~~material ~~2003~~modifications ~~---------------------------------~~that ~~-------------------------------------~~should ~~PERCENT~~be OFmade ~~PERCENT~~to OFsuch condensed ~~AMORTIZED~~consolidated ~~TOTAL~~interim ~~FAIR~~financial ~~AMORTIZED~~statements ~~TOTAL~~for ~~FAIR~~them ~~COST~~to ~~FAIR~~be ~~VALUE~~in ~~VALUE~~conformity ~~COST~~with ~~FAIR~~accounting principles ~~VALUE~~generally ~~VALUE~~accepted ~~---------------------------------------------------------------------------------------------------------------------------------~~in the United States ~~Government/Government~~of ~~agencies $ 3,350 $ 3,345 7~~America.0% $ 4,291 $ 4,361 9.0% AAA 9,303 9,483 19.8% 8,285 8,681 17.6% AA 4,350 4,511 9.4% 4,243 4,486 9.1% A 12,656 13,225 27.7% 13,015 13,901 28.3% BBB 12,605 13,026 27.2% 12,277 13,061 26.5% BB & below 1,907 1,943 4.1% 2,259 2,386 4.8% Short-term 2,274 2,274 4.8% 2,319 2,321 4.7% --------------------------------------------------------------------------------------------------------------------------------- TOTAL FIXED MATURITIES $46,445 $47,807 100.0% $46,689 $49,197 100.0% ================================================================================================================================= Total general account fixed maturities $35,569 $37,462 76.1% Total guaranteed separate account fixed maturities [1] $11,120 $11,735 23.9% =================================================================================================================================

~~BIG~~We ~~FIXED~~have ~~MATURITIES~~previously ~~BY TYPE --------------------------------------------------------------------------------------------------------------------------------- JUNE 30~~audited, ~~2004~~in ~~DECEMBER~~accordance ~~31,~~with ~~2003~~the ~~---------------------------------~~standards ~~-------------------------------------~~of ~~PERCENT~~the OFPublic ~~PERCENT~~Company OFAccounting Oversight ~~AMORTIZED~~Board ~~TOTAL~~(United ~~FAIR~~States), ~~AMORTIZED~~the ~~TOTAL~~consolidated ~~FAIR~~balance ~~COST~~sheet ~~FAIR~~of ~~VALUE~~the ~~VALUE~~Company ~~COST~~as ~~FAIR~~of ~~VALUE~~December 31, 2004, ~~VALUE~~and ~~---------------------------------------------------------------------------------------------------------------------------------~~the ~~ABS~~related $consolidated ~~215~~statements $of ~~200~~income, ~~10.2%~~changes $in ~~259~~stockholder’s $equity, ~~234~~and ~~9.9%~~cash flows ~~CMBS~~for 90the 94year ~~4.8%~~then ~~117~~ended ~~120~~(not ~~5.0%~~presented ~~Corporate~~herein); ~~Basic~~and ~~industry~~in ~~221~~our ~~229~~report ~~11.8%~~dated ~~243~~February 24, ~~255~~2005 (which ~~10.7%~~report ~~Capital~~includes ~~goods~~an 93explanatory 93paragraph ~~4.8%~~relating ~~102~~to ~~106~~the ~~4.4%~~Company’s ~~Consumer~~change ~~cyclical~~in ~~206~~its ~~216~~method ~~11.1%~~of accounting ~~273~~and ~~295~~reporting ~~12.3%~~for ~~Consumer~~certain ~~non~~nontraditional long-~~cyclical~~duration ~~201~~contracts ~~203 10.4% 305 317 13.3% Energy 76 77 4.0% 62 69 2.9% Financial services 23 23 1.2% 20 21 0.9% Technology~~ and ~~communications~~for ~~237~~separate accounts ~~250~~in ~~12.9%~~2004), ~~291~~we ~~346~~expressed ~~14.5%~~an ~~Transportation~~unqualified 13opinion 12on ~~0.6%~~those 38consolidated 40financial 1statements.7% In ~~Utilities~~our ~~313~~opinion, ~~315~~the ~~16.2%~~information ~~357~~set ~~368~~forth ~~15.4%~~in ~~Foreign~~the ~~government~~accompanying ~~195~~condensed ~~207~~consolidated ~~10.7%~~balance ~~173~~sheet as ~~195~~of ~~8.2% Other 24 24 1.3% 19 20 0.8% --------------------------------------------------------------------------------------------------------------------------------- TOTAL FIXED MATURITIES $ 1~~December 31,~~907~~ $2004 ~~1,943~~is ~~100.0%~~fairly ~~$ 2~~stated,~~259~~ $in ~~2,386~~all ~~100.0%~~material ~~================================================================================================================================= Total general account fixed maturities $ 1~~respects,~~513~~ $in ~~1,604~~relation ~~67.2%~~to ~~Total~~the ~~guaranteed~~consolidated balance ~~separate~~sheet ~~account~~from ~~fixed~~which ~~maturities~~it ~~[1]~~has $been ~~746 $ 782 32~~derived.~~8% =================================================================================================================================~~

~~UNREALIZED~~DELOITTE ~~LOSS~~& ~~AGING OF TOTAL AVAILABLE-FOR-SALE SECURITIES ------------------------------------------------------------------------------------------------------------------------------- JUNE 30~~TOUCHE, ~~2004 DECEMBER 31~~LLP Hartford, 2003 ------------------------------------ ------------------------------------ AMORTIZED FAIR UNREALIZED AMORTIZED FAIR UNREALIZED COST VALUE LOSS COST VALUE LOSS ------------------------------------------------------------------------------------------------------------------------------- Three months or less $ 13Connecticut April 29,~~896~~ $ 13,560 $ (336) $ 2,903 $ 2,878 $ (25) Greater than three months to six months 629 580 (49) 1,943 1,882 (61) Greater than six months to nine months 86 82 (4) 265 250 (15) Greater than nine months to twelve months 656 622 (34) 138 130 (8) Greater than twelve months 1,096 994 (102) 1,661 1,528 (133) ------------------------------------------------------------------------------------------------------------------------------- TOTAL $ 16,363 $ 15,838 $ (525) $ 6,910 $ 6,668 $ (242) =============================================================================================================================== Total general account $ 4,887 $ 4,717 $ (170) Total guaranteed separate accounts [1] $ 2,023 $ 1,951 $ (72) ===============================================================================================================================2005

TOTAL AVAILABLE-FOR-SALE SECURITIES WITH UNREALIZED LOSS GREATER THAN SIX MONTHS BY TYPE ------------------------------------------------------------------------------------------------------------------------------------ JUNE 30, 2004 DECEMBER 31, 2003 ---------------------------------------------- -------------------------------------------- PERCENT OF PERCENT OF TOTAL TOTAL AMORTIZED FAIR UNREALIZED UNREALIZED AMORTIZED FAIR UNREALIZED UNREALIZED COST VALUE LOSS LOSS COST VALUE LOSS LOSS ------------------------------------------------------------------------------------------------------------------------------------ ABS and CMBS Aircraft lease receivables $ 153 $ 97 $ (56) 40.0% $ 163 $ 108 $ (55) 35.3% CDOs 54 51 (3) 2.1% 140 120 (20) 12.8% Credit card receivables 49 47 (2) 1.4% 123 111 (12) 7.7% Other ABS and CMBS 387 374 (13) 9.3% 616 602 (14) 9.0% Corporate Financial services 616 585 (31) 22.2% 678 646 (32) 20.5% Utilities 90 83 (7) 5.0% 85 79 (6) 3.8% Other 360 337 (23) 16.4% 245 228 (17) 10.9% Other securities 129 124 (5) 3.6% 14 14 -- -- ------------------------------------------------------------------------------------------------------------------------------------ TOTAL $ 1,838 $ 1,698 $ (140) 100.0% $ 2,064 $ 1,908 $ (156) 100.0% ==================================================================================================================================== Total general accounts $ 1,425 $ 1,315 $ (110) 70.5% Total guaranteed separate accounts [1] $ 639 $ 593 $ (46) 29.5% ====================================================================================================================================

UNREALIZEDTable LOSSof AGING OF AVAILABLE-FOR-SALE BIG AND EQUITY SECURITIES -------------------------------------------------------------------------------------------------------------------------------- JUNE 30, 2004 DECEMBER 31, 2003 ------------------------------------ ------------------------------------- AMORTIZED FAIR UNREALIZED AMORTIZED FAIR UNREALIZED COST VALUE LOSS COST VALUE LOSS -------------------------------------------------------------------------------------------------------------------------------- Three months or less $ 467 $ 442 $ (25) $ 57 $ 55 $ (2) Greater than three months to six months 134 122 (12) 91 87 (4) Greater than six months to nine months 12 11 (1) 60 54 (6) Greater than nine months to twelve months 32 31 (1) 18 17 (1) Greater than twelve months 256 215 (41) 361 302 (59) ------------------------------------------------------------------------------------------------------------------------------ TOTAL $ 901 $ 821 $ (80) $ 587 $ 515 $ (72) ============================================================================================================================== Total general accounts $ 467 $ 411 $ (56) Total guaranteed separate accounts [1] $ 120 $ 104 $ (16) ==============================================================================================================================Contents

~~AVAILABLE-FOR-SALE~~HARTFORD BIG AND EQUITY SECURITIES WITH UNREALIZED LOSS GREATER THAN SIX MONTHS BY TYPE ------------------------------------------------------------------------------------------------------------------------------------ JUNE 30LIFE, 2004 DECEMBER 31, 2003 ---------------------------------------------- -------------------------------------------- PERCENT OF PERCENT OF TOTAL TOTAL AMORTIZED FAIR UNREALIZED UNREALIZED AMORTIZED FAIR UNREALIZED UNREALIZED COST VALUE LOSS LOSS COST VALUE LOSS LOSS ------------------------------------------------------------------------------------------------------------------------------------ ABS and CMBS Aircraft lease receivables $ 35 $ 17 $ (18) 41INC.9% $AND 52 $ 34 $ (18) 27.3% CDOs 22 21 (1) 2.3% 42 32 (10) 15.1% Credit card receivables 34 33 (1) 2.3% 45 34 (11) 16.7% Other ABS and CMBS 12 8 (4) 9.3% 49 42 (7) 10.6% Corporate Financial services 121 108 (13) 30.2% 113 101 (12) 18.2% Utilities 42 38 (4) 9.3% 71 65 (6) 9.1% Other 34 32 (2) 4.7% 62 60 (2) 3.0% Other securities -- -- -- -- 5 5 -- -- -------------------------------------------------------------------------------------------------------------------------------- TOTAL $ 300 $ 257 $ (43) 100.0% $ 439 $ 373 $ (66) 100.0% ================================================================================================================================ Total general accounts $ 340 $ 289 $ (51) 77.3% Total guaranteed separate accounts [1] $ 99 $ 84 $ (15) 22.7% ================================================================================================================================SUBSIDIARIES

~~JUNE~~Condensed ~~30,~~Consolidated ~~2004~~Statements DECEMBER 31, 2003 ----------------------------------------------------------------------------------------------------------- Short-term debt $ - $ 505 Long-term debt [1] 1,050 1,300 ----------------------------------------------------------------------------------------------------------- TOTAL DEBT $1,050 $1,805 ----------------------------------------------------------------------------------------------------------- Equity excluding net unrealized gains (losses) on securities, net of tax $7,175 $6,156 Net unrealized capital gains (losses) on securities, net of tax 567 903 ----------------------------------------------------------------------------------------------------------- TOTAL STOCKHOLDER'S EQUITY $7,742 $7,059 ----------------------------------------------------------------------------------------------------------- TOTAL CAPITALIZATION $8,792 $8,864 ----------------------------------------------------------------------------------------------------------- Debt to equity 14% 26% Debt to capitalization 12% 20% -----------------------------------------------------------------------------------------------------------Income

SIX MONTHS ENDED JUNE 30, ------------------- 2004 2003 ---------------------------------------------------------------- Net Cash provided by operating activities $ 977 $ 330 Net Cash used for investing activities (264) (2,747) Net Cash used for financing activities (468) 2,429 ---------------------------------------------------------------- Cash - end of period 509 190 ----------------------------------------------------------------


	Three Months
	Ended
	March 31,
(In millions) (Unaudited)	2005		2004

*Revenues*
Fee income	$	950	$	825
Earned premiums		999		995
Net investment income		950		1,162
Net realized capital gains (losses)		81		76

Total revenues		2,980		3,058


*Benefits, claims and expenses*
Benefits, claims and claim adjustment expenses		1,739		1,877
Insurance expenses and other		559		514
Amortization of deferred policy acquisition costs and present value of future profits		280		233
Dividends to policyholders		18		13
Interest expense		20		35

Total benefits, claims and expenses		2,616		2,672


Income before income tax expense and cumulative effect of accounting change		364		386
Income tax expense		86		105

Income before cumulative effect of accounting change		278		281

Cumulative effect of accounting change, net of tax		—		(23	)

Net income	$	278	$	258

~~STANDARD~~See &Notes ~~A.M.~~to ~~BEST~~Condensed ~~FITCH~~Consolidated ~~POOR'S~~Financial MOODY'S -------------------------------------------------------------------------------------- INSURANCE RATINGS Hartford Life Insurance Company A+ AA AA- Aa3 Hartford Life and Accident A+ AA AA- Aa3 Hartford Life Group Insurance Company A+ AA -- -- -------------------------------------------------------------------------------------- Hartford Life and Annuity A+ AA AA- Aa3 Hartford Life Insurance KK (Japan) -- -- AA- -- OTHER RATINGS Hartford Life, IncStatements. ~~Senior debt a- A A- A3 Commercial paper -- F1 A-2 P-2 Hartford Life, Inc. Capital II Trust preferred securities bbb A- BBB Baa1 Hartford Life Insurance Company: Short Term Rating -- -- A-1+ P-1~~

EXHIBIT # --------- 15.01 Deloitte & Touche LLP Letter of Awareness 31.01 Section 302 Certification of Thomas M. Marra 31.02 Section 302 Certification of Lizabeth H. Zlatkus 32.01 Section 906 Certification of Thomas M. Marra 32.02 Section 906 Certification of Lizabeth H. Zlatkus4

HARTFORD LIFE, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets


	March 31,
(In millions, except for share data)	2005			December 31, 2004
	(Unaudited)
*Assets*
Investments
Fixed maturities, available-for-sale, at fair value (amortized cost of $49,119 and $47,962)	$	50,877		$	50,531
Equity securities, available-for-sale, at fair value (cost of $645 and $506)		662			525
Equity securities, held for trading, at fair value (cost of $14,605 and $12,514)		15,855			13,634
Policy loans, at outstanding balance		2,119			2,662
Other investments		1,459			1,364

Total investments		70,972			68,716
Cash		1,198			933
Premiums receivable and agents’ balances		386			391
Reinsurance recoverables		767			993
Deferred policy acquisition costs and present value of future profits		7,908			7,437
Deferred income taxes		(654	)		(747	)
Goodwill		796			796
Other assets		2,218			1,911
Separate account assets		138,502			140,023

Total assets	$	222,093		$	220,453


*Liabilities*
Reserve for future policy benefits	$	12,375		$	12,250
Other policyholder funds		55,459			52,833
Long-term debt		1,050			1,050
Other liabilities		5,683			5,125
Separate account liabilities		138,502			140,023

Total liabilities		213,069			211,281


Commitments and Contingent Liabilities, Note 6		—			—

*Stockholder’s Equity*
Common Stock – 1,000 shares authorized, issued and outstanding; par value $0.01		—			—
Capital surplus		3,094			3,094
Accumulated other comprehensive income
Net unrealized capital gains on securities, net of tax		772			1,178
Foreign currency translation adjustments		(4	)		16
Total accumulated other comprehensive income		768			1,194
Retained earnings		5,162			4,884

Total stockholder’s equity		9,024			9,172

Total liabilities and stockholder’s equity	$	222,093		$	220,453

See Notes to Condensed Consolidated Financial Statements.

HARTFORD LIFE, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Changes in Stockholder’s Equity

Three Months Ended March 31, 2005


					Accumulated Other Comprehensive Income
								Net Gain
					Net Unrealized			(Loss) on
					Capital			Cash Flow			Foreign
					Gains on			Hedging			Currency
	Common		Capital		Securities, Net			Instruments,			Translation			Retained		Total Stockholder’s
(In millions) (Unaudited)	Stock		Surplus		of Tax			Net of Tax			Adjustments			Earnings		Equity

Balance, December 31, 2004	$	—	$	3,094	$	1,348		$	(170	)	$	16		$	4,884	$	9,172
Comprehensive income
Net income															278		278

Other comprehensive income, net of tax (1)
Net change in unrealized capital losses on securities (3)						(370	)										(370	)
Net loss on cash flow hedging instruments									(36	)							(36	)
Cumulative translation adjustments												(20	)				(20	)

Total other comprehensive income																	(426	)

Total comprehensive income																	(148	)

Balance, March 31, 2005	$	—	$	3,094	$	978		$	(206	)	$	(4	)	$	5,162	$	9,024

Three Months Ended March 31, 2004


					Accumulated Other Comprehensive Income
					Net Unrealized		Net Gain (Loss) on
					Capital		Cash Flow			Foreign
					Gains on		Hedging			Currency
	Common		Capital		Securities, Net		Instruments,			Translation			Retained			Total Stockholder’s
(In millions) (Unaudited)	Stock		Surplus		of Tax		Net of Tax			Adjustments			Earnings			Equity

Balance, December 31, 2003	$	—	$	2,489	$	928	$	(25	)	$	(43	)	$	3,710		$	7,059
Comprehensive income
Net income														258			258

Other comprehensive income, net of tax (1)
Cumulative effect of accounting change (2)						292											292
Net change in unrealized capital gains on securities (3)						422											422
Net loss on cash flow hedging instruments								52									52
Cumulative translation adjustments											(1	)					(1	)

Total other comprehensive income																	765

Total comprehensive income																	1,023

Dividends declared														(74	)		(74	)
Capital contributions from parent				505													505

Balance, March 31, 2004	$	—	$	2,994	$	1,642	$	27		$	(44	)	$	3,894		$	8,513

(1)		Net change in unrealized capital (loss) gain on securities is reflected net of tax provision of $(199) and $227 for the first quarters ended March 31, 2005 and 2004, respectively. Net (loss) gain on cash flow hedging instruments is net of tax (benefit) provision of $(19) and $28 for the first quarters ended March 31, 2005 and 2004, respectively. There is no tax effect on cumulative translation adjustments.

(2)		Represents the impact of the adoption of SOP 03-1. SOP 03-1 was effective for financial statements for fiscal years beginning after December 15, 2003.

(3)		There were reclassification adjustments for after-tax gains (losses) realized in net income of $42 for each of the first quarters ended March 31, 2005 and 2004, respectively.

See Notes to Condensed Consolidated Financial Statements.

HARTFORD LIFE, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows


	Three Months Ended
	March 31,
(In millions) (Unaudited)	2005			2004

*Operating Activities*
Net income	$	278		$	258
*Adjustments to reconcile net income to net cash provided by operating activities*
Net realized capital (gains)		(81	)		(76	)
Cumulative effect of adoption of SOP 03-1		—			23
Amortization of deferred policy acquisition costs and present value of future profits		280			233
Additions to deferred policy acquisition costs		(556	)		(494	)
Amortization of sales inducements		9			6
Additions to deferred sales inducements		(21	)		(33	)
Depreciation and amortization		15			24
Decrease (increase) in premiums receivable and agents’ balances		5			(3	)
Decrease (increase) in receivables		49			(249	)
Decrease in accrued liabilities and payables		(58	)		(197	)
Increase (decrease) in other liabilities		42			(166	)
(Decrease) increase in accrued taxes		(89	)		16
Change in deferred income taxes		71			533
Increase in liabilities for future policy benefits		125			256
Net increase in equity securities, held for trading		(2,220	)		(1,611	)
Net receipts from investment contracts credited to policyholder accounts associated with equity securities, held for trading		2,367			1,915
(Increase) decrease in reinsurance recoverables		(18	)		2
Other, net		14			270

Net cash provided by operating activities		212			707

*Investing Activities*
Purchases of fixed maturity and equity security investments, available-for-sale		(7,593	)		(3,460	)
Sales of fixed maturity and equity security investments, available-for-sale		6,619			2,476
Maturity of fixed maturity and equity security investments, available-for-sale		515			749
(Increase) decrease in other assets		(17	)		5

Net cash used for investing activities		(476	)		(230	)

*Financing Activities*
Capital contributions		—			505
Repayment of short-term debt		—			(305	)
Repayment of company obligated mandatorily redeemable preferred securities of subsidiary trust holding solely parent junior subordinated debentures		—			(250	)
Dividends paid		(24	)		(67	)
Net receipts (disbursements) from investment and universal life-type contracts credited to policyholder accounts		548			(164	)

Net cash provided by (used for) financing activities		524			(281	)

Net increase in cash		260			196
Impact of foreign exchange		5			(1	)

Cash - beginning of period		933			265

Cash - end of period	$	1,198		$	460

*Supplemental Disclosure of Cash Flow Information*
*Net cash paid during the period for*
Income taxes	$	57		$	10
Interest	$	19		$	28

See Notes to Condensed Consolidated Financial Statements.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in millions, unless otherwise stated)

(Unaudited)

1. Basis of Presentation and Accounting Policies

Basis of Presentation

Hartford Life, Inc. (a Delaware corporation), together with its consolidated subsidiaries (“Hartford Life” or the “Company”), is a leading financial services and insurance organization which provides, primarily in the United States, investment, retirement, estate planning and group benefits products. Hartford Life, Inc. is a direct wholly-owned subsidiary of Hartford Holdings, Inc., a direct wholly-owned subsidiary of The Hartford Financial Services Group, Inc. (“The Hartford”).

The condensed consolidated financial statements have been prepared on the basis of accounting principles generally accepted in the United States, which differ materially from the accounting prescribed by various insurance regulatory authorities. The financial statements include the accounts of Hartford Life and its wholly-owned as well as controlled majority owned subsidiaries. Subsidiaries in which the Company has at least 20% interest, but less than a majority ownership interest, are reported using the equity method. All intercompany transactions and balances between Hartford Life, its subsidiaries and affiliates have been eliminated.

The accompanying condensed, consolidated financial statements and notes as of March 31, 2005, and for the first quarters ended March 31, 2005 and 2004 are unaudited. These condensed consolidated financial statements reflect all adjustments (consisting only of normal accruals) which are, in the opinion of management, necessary for the fair presentation of the financial position, results of operations, and cash flows for the interim periods. These condensed financial statements and notes should be read in conjunction with the consolidated financial statements and notes thereto included in Hartford Life’s 2004 Form 10-K Annual Report. The results of operations for the interim periods should not be considered indicative of results to be expected for the full year.

Reclassifications

Certain reclassifications have been made to prior year financial information to conform to the current year classifications. Specifically, the Company reclassified amounts assessed against certain contract holder balances during the first quarter of 2004 from net investment income to fee income.

Use of Estimates

The preparation of financial statements, in conformity with accounting principles generally accepted in the United States of America, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

The most significant estimates include those used in determining reserves for future policyholder benefits, deferred policy acquisition costs and present value of future profits, the valuation of investments and derivative instruments and the evaluation of other-than-temporary impairments, and contingencies.

Significant Accounting Policies

For a description of accounting policies, see Note 2 of Notes to Consolidated Financial Statements included in Hartford Life’s 2004 Form 10-K Annual Report.

Future Adoption of Accounting Standards

In March 2004, the Emerging Issues Task Force (“EITF”) reached a final consensus on EITF Issue No. 03-1, “The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments” (“EITF Issue No. 03-1”). EITF Issue No. 03-1 was effective for periods beginning after June 15, 2004 and adopts a three-step impairment model for securities within its scope. The three-step model must be applied on a security-by-security basis as follows:


Step 1:		Determine whether an investment is impaired. An investment is impaired if the fair value of the investment is less than its cost basis.

Step 2:		Evaluate whether an impairment is other-than-temporary. For debt securities that cannot be contractually prepaid or otherwise settled in such a way that the investor would not recover substantially all of its cost, an impairment is deemed other-than-


		temporary if the investor does not have the ability and intent to hold the investment until a forecasted market price recovery or it is probable that the investor will be unable to collect all amounts due according to the contractual terms of the debt security.

Step 3:		If the impairment is other-than-temporary, recognize an impairment loss equal to the difference between the investment’s cost basis and its fair value.

Subsequent to an other-than-temporary impairment loss, a debt security should be accounted for in accordance with SOP 03-3, “Accounting for Certain Loans and Debt Securities Acquired in a Transfer” (“SOP 03-3”). SOP 03-3 requires that the amount of a security’s expected cash flows in excess of the investor’s initial cost or amortized cost investment be recognized as interest income on a level-yield basis over the life of the security. EITF Issue No. 03-1 does not replace the impairment guidance for investments accounted for under EITF Issue No. 99-20, “Recognition of Interest Income and Impairments on Purchased and Retained Beneficial Interests in Securitized Financial Assets” (“EITF Issue No. 99-20”), however, it requires investors to determine if a security is other-than-temporarily impaired under EITF Issue No. 03-1 if the security is determined not to be other-than-temporarily impaired under EITF Issue No. 99-20.

In September 2004, the Financial Accounting Standards Board (“FASB”) staff issued clarifying guidance for comment in FASB Staff Position (“FSP”) EITF Issue No. 03-1-a, “Implementation Guidance for the Application of Paragraph 16 of EITF Issue No. 03-1” (“FSP Issue No. 03-1-a”) and subsequently voted to delay the implementation of the impairment measurement and recognition guidance contained in paragraphs 10–20 of EITF Issue No. 03-1.

In April 2005, the FASB and International Accounting Standards Board (“IASB”) added a joint project to their agenda to converge impairment models for financial instruments. The FASB subsequently decided not to redeliberate EITF 03-1.

2. Segment Information

The Company has four reportable operating segments: Retail Products Group (“Retail”), Institutional Solutions Group (“Institutional”), Individual Life and Group Benefits. The Company evaluates performance based on revenues and net income. For a full discussion of each segment, please refer to Hartford Life’s 2004 Form 10-K Annual Report.


	Retail		Institutional
	Products		Solutions		Individual		Group
March 31, 2005	Group		Group		Life		Benefits		Other[1]			Total

Three Months Ended
Total revenues	$	837	$	424	$	262	$	1,046	$	411		$	2,980
Net income		156		40		39		59		(16	)		278


	Retail		Institutional
	Products		Solutions		Individual		Group
March 31, 2004	Group		Group		Life		Benefits		Other		Total

Three Months Ended
Total revenues	$	763	$	442	$	254	$	1,004	$	595	$	3,058
Net income		107		28		33		47		43		258

[1]

The 2005 amount reflects the $66 provision for the regulatory investigations discussed in Note 6.

3. Investments and Derivative Instruments


	As of March 31, 2005									As of December 31, 2004
			Gross		Gross							Gross		Gross
	Amortized		Unrealized		Unrealized			Fair		Amortized		Unrealized		Unrealized
	Cost		Gains		Losses			Value		Cost		Gains		Losses			Fair Value

Bonds and Notes
Asset-backed securities (“ABS”)	$	6,433	$	63	$	(70	)	$	6,426	$	6,346	$	76	$	(64	)	$	6,358
Collateralized mortgage obligations (“CMOs”)
Agency backed		905		7		(4	)		908		1,036		11		(3	)		1,044
Non-agency backed		120		—		(1	)		119		48		—		—			48
Commercial mortgage-backed securities (“CMBS”)
Agency backed		72		2		(1	)		73		72		2		(1	)		73
Non-agency backed		8,360		230		(75	)		8,515		8,384		368		(19	)		8,733
Corporate		24,544		1,584		(196	)		25,932		23,645		1,957		(70	)		25,532
Government/Government agencies
Foreign		736		46		(7	)		775		723		67		(2	)		788
United States		918		22		(13	)		927		884		19		(5	)		898
Mortgage-backed securities (“MBS”)
Agency backed		2,262		9		(21	)		2,250		1,771		20		(3	)		1,788
States, municipalities and political subdivisions		2,885		192		(9	)		3,068		2,780		221		(6	)		2,995
Redeemable preferred stock		12		—		—			12		12		1		—			13
Short-term investments		1,872		—		—			1,872		2,261		—		—			2,261

Total fixed maturities	$	49,119	$	2,155	$	(397	)	$	50,877	$	47,962	$	2,742	$	(173	)	$	50,531

Derivative Instruments

The Company utilizes a variety of derivative instruments, including swaps, caps, floors, forwards, futures and options designed to achieve one of four Company-approved objectives: to hedge risk arising from interest rate, price or currency exchange rate volatility; to manage liquidity; to control transaction costs; or to enter into replication transactions.

On the date the derivative contract is entered into, the Company designates the derivative as (1) a hedge of the fair value of a recognized asset or liability (“fair value” hedge), (2) a hedge of a forecasted transaction or of the variability of cash flows to be received or paid related to a recognized asset or liability (“cash flow” hedge), (3) a foreign-currency fair value or cash flow hedge (“foreign-currency” hedge), (4) a hedge of a net investment in a foreign operation (“net investment” hedge) or (5) held for other investment and risk management activities, which primarily involve managing asset or liability related risks that do not qualify for hedge accounting treatment.

The Company’s derivative transactions are permitted uses of derivatives under the derivatives use plan filed and/or approved, as applicable, by the State of Connecticut, the State of Illinois and the State of New York insurance departments. The Company does not make a market or trade in these instruments for the express purpose of earning short-term trading profits.

For a detailed discussion of the Company’s use of derivative instruments, see Notes 2 and 4 of Notes to Consolidated Financial Statements included in Hartford Life’s 2004 Form 10-K Annual Report.

Derivative instruments are recorded at fair value and presented in the condensed consolidated balance sheets as follows:


	March 31, 2005				December 31, 2004
			Liability				Liability
	Asset Values		Values		Asset Values		Values

Other investments	$	207	$	—	$	185	$	—
Reinsurance recoverables		—		70		—		67
Other policyholder funds and benefits payable		136		—		129		—
Fixed maturities		—		1		4		—
Other liabilities		—		507		—		518

Total	$	343	$	578	$	318	$	585

The following table summarizes the notional amount and fair value of derivatives by hedge designation as of March 31, 2005 and December 31, 2004. The notional amount of derivative contracts represents the basis upon which pay or receive amounts are calculated and are not necessarily reflective of credit risk. The fair value amounts of derivative assets and liabilities are presented on a net basis in the following table.


	March 31, 2005					December 31, 2004
	Notional					Notional
	Amount		Fair Value			Amount		Fair Value

Cash flow hedge	$	7,612	$	(418	)	$	7,168	$	(374	)
Fair value hedge		481		(10	)		363		(4	)
Net investment hedge		415		9			401		(23	)
Other investment and risk management activities		49,893		184			45,931		134

Total	$	58,401	$	(235	)	$	53,863	$	(267	)

The increase in notional amount since December 31, 2004 is primarily due to an increase in embedded derivatives associated with guaranteed minimum withdrawal benefit (“GMWB”) product sales and new hedging strategies. The increase in net fair value of derivative instruments since December 31, 2004 was primarily due to the strengthening of the U.S. Dollar in comparison to foreign currencies and derivatives associated with the GMWB rider due to the decline in value of the equity markets and the increase in equity market volatility, partially offset by the rise in interest rates.

The Company offers certain variable annuity products with a GMWB rider which is accounted for as an embedded derivative. (For further discussion, refer to Note 5 of Notes to Condensed Consolidated Financial Statements.)

During the first quarter of 2005, the Company entered into interest rate swap agreements with a combined notional and fair value of $122 and $(2), respectively, to hedge the variability in certain variable rate investment contracts. These swaps convert the variable liability payment (e.g. based off of the Consumer Price Index) to a variable rate, London-Interbank Offered Rate (“LIBOR”), to better match the cash receipts earned from the supporting investment portfolio. Certain of these swap agreements are designated as cash flow hedges and have a notional and fair value of $75 and $(1), respectively, as of March 31, 2005. In addition, swap agreements that do not receive hedge accounting have a notional and fair value of $47 and $(1), respectively, as of March 31, 2005.

During the first quarter of 2005, the Company entered into forward starting Standard and Poor’s (“S&P”) 500 put options, as well as S&P index futures and interest rate swap contracts to economically hedge the equity volatility risk exposure associated with anticipated future sales of the GMWB rider. As of March 31, 2005, the notional and fair value of these contracts was $882 and $39, respectively, and the net gain, after-tax, from these contracts was $3.

The total notional amount of derivative contracts purchased to hedge the in-force GMWB exposure, as of March 31, 2005 and December 31, 2004, was $4.0 billion and $3.1 billion, respectively, and net fair value was $114 and $108, respectively. For the three months ended March 31, 2005 and 2004, net realized capital gains and losses included the change in market value of both the embedded derivative related to the GMWB liability and the related derivative contracts that were purchased as economic hedges. For the three months ended March 31, 2005 and 2004, the net effect was a net gain of $5 and a net loss of $1, after-tax, respectively.

For the three months ended March 31, 2005, gross gains and losses representing the total ineffectiveness of all fair value and net investment hedges were immaterial. For the three months ended March 31, 2005, the Company’s net gain and loss representing hedge ineffectiveness on cash flow hedges was $(2), after-tax. For the three months ended March 31, 2004, the Company’s net gains and losses representing the total ineffectiveness of all cash flow, fair value and net investment hedges were immaterial.

The total change in value for other derivative-based strategies which do not qualify for hedge accounting treatment, including periodic net coupon settlements, are reported as net realized capital gains and losses in the condensed consolidated statements of income. For the three months ended March 31, 2005 and 2004, the Company recognized an after-tax net gain of $10 and $7, respectively, for derivative-based strategies, which do not qualify for hedge accounting treatment.

As of March 31, 2005, the after-tax deferred net gains on derivative instruments accumulated in AOCI that are expected to be reclassified to earnings during the next twelve months are $3. This expectation is based on the anticipated interest payments on hedged investments in fixed maturity securities that will occur over the next twelve months, at which time the Company will recognize the deferred net gains (losses) as an adjustment to interest income over the term of the investment cash flows. The maximum term over which the Company is hedging its exposure to the variability of future cash flows (for all forecasted transactions, excluding interest payments on variable rate debt) is twenty-four months. For the three months ended March 31, 2005 and 2004, the net reclassifications from AOCI to earnings resulting from the discontinuance of cash flow hedges were immaterial.

4. Deferred Policy Acquisition Costs and Present Value of Future Profits

Changes in deferred policy acquisition costs and present value of future profits was as follows:


	2005			2004

Balance, January 1	$	7,437		$	6,623
Capitalization		556			494
Amortization — Deferred Policy Acquisitions costs		(272	)		(225	)
Amortization — Present Value of Future Profits		(8	)		(8	)
Amortization — Realized Capital Gains/Losses		(11	)		(5	)
Adjustments to unrealized gains and losses on securities available-for-sale and other		245			(251	)
Cumulative effect of accounting change [1]		—			(105	)
Effect of Currency Translation Adjustment		(39	)		—

Balance, March 31	$	7,908		$	6,523

[1]

For the three months ended March 31, 2004, represents the Company’s adoption of American Institute of Certified Public Accountants (“AICPA”) Statement of Position (“SOP”) 03-1, “Accounting and Reporting by Insurance Enterprises for Certain Nontraditional Long-Duration Contracts and for Separate Accounts” (“SOP 03-1”).

5. Separate Accounts, Death Benefits and Other Insurance Benefit Features

Many of the variable annuity contracts issued by the Company offer various guaranteed minimum death, withdrawal and income benefits. Guaranteed minimum death and income benefits are offered in various forms as described in the footnotes to the table below. The Company currently reinsures a significant portion of the death benefit guarantees associated with its in-force block of business.

Changes in the gross U.S. guaranteed minimum death benefit (“GMDB”) and Japan GMDB/guaranteed minimum income benefits (“GMIB”) liability balance sold with annuity products are as follows:


	U.S. GMDB [1]		Japan GMDB/GMIB
Liability balance as of January 1, 2005	$	174	$	28
Incurred		32		7
Paid		38		—
Currency translation adjustment		—		(2	)

Liability balance as of March 31, 2005	$	168	$	33

[1]

The reinsurance recoverable asset, related to the U.S. GMDB was $55 as of March 31, 2005.


	U.S. GMDB [1]		Japan GMDB/GMIB
Liability balance upon adoption — as of January 1, 2004	$	217	$	8
Incurred		123		21
Paid		166		1

Liability balance as of December 31, 2004	$	174	$	28

[1]

The reinsurance recoverable asset, related to the U.S. GMDB was $108 upon adoption of SOP 03-1 and $64 as of December 31, 2004.

The net GMDB and GMIB liability is established by estimating the expected value of net reinsurance costs and death and income benefits in excess of the projected account balance. The excess death and income benefits and net reinsurance costs are recognized ratably over the accumulation period based on total expected assessments. The GMDB and GMIB liabilities are recorded in Future Policy Benefits on the Company’s balance sheet. Changes in the GMDB and GMIB liability are recorded in Benefits, Claims and Claims Adjustment Expenses on the Company’s statement of income. The Company regularly evaluates estimates used and adjusts the additional liability balances, with a related charge or credit to benefit expense, if actual experience or other evidence suggests that earlier assumptions should be revised.

The following table provides details concerning GMDB and GMIB exposure as of March 31, 2005:

Breakdown of Variable Annuity Account Value by GMDB/GMIB Type


					Retained Net		Weighted Average
	Account		Net Amount		Amount		Attained Age of
	Value		at Risk		at Risk		Annuitant

Maximum anniversary value (MAV) [1]
MAV only	$	58,807	$	7,015	$	804	63
With 5% rollup [2]		4,025		642		121	62
With Earnings Protection Benefit Rider (EPB) [3]		4,985		193		42	60
With 5% rollup & EPB		1,442		122		21	61

Total MAV		69,259		7,972		988	63
Asset Protection Benefit (APB) [4]		18,885		71		41	61
Ratchet [5] (5 years)		38		3		—	66
Reset [6] (5-7 years)		7,759		690		690	64
Return of Premium [7]/Other		8,263		53		53	49

Subtotal U.S. Guaranteed Minimum Death Benefits		104,204		8,789		1,772	62
Japan Guaranteed Minimum Death and Income Benefit [8]		16,495		76		76	67

*Total*	$	120,699	$	8,865	$	1,848

[1]		MAV: the death benefit is the greatest of current account value, net premiums paid and the highest account value on any anniversary before age 80 (adjusted for withdrawals).

[2]		Rollup: the death benefit is the greatest of the MAV, current account value, net premium paid and premiums (adjusted for withdrawals) accumulated at generally 5% simple interest up to the earlier of age 80 or 100% of adjusted premiums.

[3]		EPB: The death benefit is the greatest of the MAV, current account value, or contract value plus a percentage of the contract’s growth. The contract’s growth is account value less premiums net of withdrawals, subject to a cap of 200% of premiums net of withdrawals.

[4]		APB: the death benefit is the greater of current account value or MAV, not to exceed current account value plus 25% times the greater of net premiums and MAV (each adjusted for premiums in the past 12 months).

[5]		Ratchet: the death benefit is the greatest of current account value, net premiums paid and the highest account value on any specified anniversary before age 85 (adjusted for withdrawals).

[6]		Reset: the death benefit is the greatest of current account value, net premiums paid and the most recent five to seven year anniversary account value before age 80 (adjusted for withdrawals).

[7]		Return of premium: the death benefit is the greater of current account value and net premiums paid.

[8]		Death benefits include a Return of Premium and MAV (before age 75) as described above and income benefits include a guarantee to return initial investment, adjusted for earnings liquidity, through a fixed annuity, after a minimum deferral period of 10, 15, or 20 years. The guaranteed remaining balance related to the Japan GMIB was $9.7 billion and $7.3 billion as of March 31, 2005 and December 31, 2004, respectively.

The Company offers certain variable annuity products with a GMWB rider. The GMWB provides the policyholder with a guaranteed remaining balance (“GRB”) if the account value is reduced to zero through a combination of market declines and withdrawals. The GRB is generally equal to premiums less withdrawals. However, annual withdrawals that exceed a specified percentage of the premiums paid may reduce the GRB by an amount greater than the withdrawals and may also impact the guaranteed annual withdrawal amount that subsequently applies after the excess annual withdrawals occur. In certain contracts, the policyholder also has the option, after a specified time period, to reset the GRB to the then-current account value, if greater. The GMWB represents an embedded derivative liability in the variable annuity contract that is required to be reported separately from the host variable annuity contract. It is carried at fair value and reported in other policyholder funds. The fair value of the GMWB obligations are calculated based on actuarial assumptions related to the projected cash flows, including benefits and related contract charges, over the lives of the contracts, incorporating expectations concerning policyholder behavior. Because of the dynamic and complex nature of these cash flows, stochastic techniques under a variety of market return scenarios and other best estimate assumptions are used. Estimating cash flows involves numerous estimates and subjective judgments including those regarding expected market rates of return, market volatility, correlations of market returns and discount rates.

As of March 31, 2005 and December 31, 2004, the embedded derivative asset recorded for GMWB, before reinsurance or hedging, was $136 and $129, respectively. During the three months ended March 31, 2005 and 2004, the change in value of the GMWB, before reinsurance and hedging, reported in realized gains (losses) was $19 and $(27), respectively. There were no payments made for the GMWB during the three months ended March 31, 2005 and 2004.

As of March 31, 2005 and December 31, 2004, $11.4 billion, or 37%, and $11.7 billion, or 39%, respectively, of account value representing all of the contracts written before July 2003, with the GMWB feature was reinsured and $19.7 billion, or 63%, and $18.1 billion, or 61%, respectively, was unreinsured. In order to minimize the volatility associated with the unreinsured GMWB liabilities, the Company established a hedging-based risk management strategy. In 2003, the Company began hedging its unreinsured GMWB exposure using interest rate futures, and Standard and Poor’s (“S&P”) 500 and NASDAQ index options and futures contracts. During 2004, the Company began using Europe, Australasia and Far East (“EAFE”) Index swaps to hedge GMWB exposure to international equity markets. The GRB as of March 31, 2005 and December 31, 2004 was $27.4 billion and $25.4 billion, respectively.

6 . Commitments and Contingencies

Litigation

The Hartford Financial Services Group, Inc. and its consolidated subsidiaries (“The Hartford”) is involved in various legal actions arising in the ordinary course of business, some of which assert claims for substantial amounts. These actions include, among others, putative state and federal class actions seeking certification of a state or national class. Such putative class actions have alleged, for example, improper sales practices in connection with the sale of life insurance and other investment products; and improper fee arrangements in connection with mutual funds. The Hartford also is involved in individual actions in which punitive damages are sought, such as claims alleging bad faith in the handling of insurance claims. Management expects that the ultimate liability, if any, with respect to such lawsuits, after consideration of provisions made for estimated losses, will not be material to the consolidated financial condition of the Company. Nonetheless, given the large or indeterminate amounts sought in certain of these actions, and the inherent unpredictability of litigation, it is possible that an adverse outcome in certain matters could, from time to time, have a material adverse effect on the Company’s consolidated results of operations or cash flows in particular quarterly or annual periods.

Broker Compensation Litigation - On October 14, 2004, the New York Attorney General’s Office filed a civil complaint (the “NYAG Complaint”) against Marsh Inc. and Marsh & McLennan Companies, Inc. (collectively, “Marsh”) alleging, among other things, that certain insurance companies, including The Hartford, participated with Marsh in arrangements to submit inflated bids for business insurance and paid contingent commissions to ensure that Marsh would direct business to them. The Hartford was not joined as a defendant in the action, which has since settled. Since the filing of the NYAG Complaint, several private actions have been filed against The Hartford asserting claims arising from the allegations of the NYAG Complaint.

Two securities class actions, now consolidated, have been filed in the United States District Court for the District of Connecticut alleging claims against The Hartford and certain of its executive officers under Section 10(b) of the Securities Exchange Act and SEC Rule 10b-5. The consolidated amended complaint alleges on behalf of a putative class of shareholders that The Hartford and the four named individual defendants, as control persons of The Hartford, failed to disclose to the investing public that The Hartford’s business and growth was predicated on the unlawful activity alleged in the NYAG Complaint. The class period alleged is August 6, 2003 through October 13, 2004, the day before the NYAG Complaint was filed. The complaint seeks damages and attorneys’ fees. The Hartford and the individual defendants dispute the allegations and intend to defend these actions vigorously.

In addition, three putative class actions, now consolidated, have been filed in the same court on behalf of participants in The Hartford’s 401(k) plan against The Hartford, Hartford Fire Insurance Company, The Hartford’s Pension Fund Trust and Investment Committee, The Hartford’s Pension Administration Committee, The Hartford’s Chief Financial Officer, and John/Jane Does 1-15. The suits assert claims under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), alleging that The Hartford and the other named defendants breached their fiduciary duties to plan participants by, among other things, failing to inform them of the risk associated with investment in The Hartford’s stock as a result of the activity alleged in the NYAG Complaint. The class period alleged is November 5, 2003 through the present. The complaints seek restitution of losses to the plan, declaratory and injunctive relief, and attorneys’ fees. All defendants dispute the allegations and intend to defend these actions vigorously.

Two corporate derivative actions, now consolidated, also have been filed in the same court. The consolidated amended complaint, brought by a shareholder on behalf of The Hartford against its directors and an executive officer, alleges that the defendants knew adverse non-public information about the activities alleged in the NYAG Complaint and concealed and misappropriated that information to make profitable stock trades, thereby breaching their fiduciary duties, abusing their control, committing gross mismanagement, wasting corporate assets, and unjustly enriching themselves. The complaint seeks damages, injunctive relief, disgorgement, and attorneys’ fees. All defendants dispute the allegations and intend to defend these actions vigorously.

Ten putative class actions also have been filed by alleged policyholders in federal district courts against several brokers and insurers, including The Hartford. These actions assert, on behalf of a class of persons who purchased insurance through the broker defendants, claims under the Sherman Act and state law, and in some cases the Racketeer Influenced and Corrupt Organizations Act (“RICO”), arising from the conduct alleged in the NYAG Complaint. The class period alleged is 1994 through the date of class certification, which has not yet occurred. The complaints seek treble damages, injunctive and declaratory relief, and attorneys’ fees. Pursuant to an order of the Judicial Panel on Multidistrict Litigation, it is likely that the venue for all of these actions will be the United States District Court for the District of New Jersey. Putative class actions also have been filed in the Circuit Court for Cook County, Illinois, Chancery Division and in the Circuit Court for Seminole County, Florida, Civil Division, on behalf of a class of all persons who purchased insurance from defendant insurers, including Hartford entities. These state court actions assert unjust enrichment claims and violations of state unfair trade practices acts arising from the conduct alleged in the NYAG Complaint and seek remedies including restitution of premiums, and, in the Illinois action, imposition of a constructive trust, and declaratory and injunctive relief. The class period alleged is 1994 through the present. The Hartford has removed both actions to federal court, but the plaintiffs have moved to remand the actions to the respective state courts. The plaintiffs' motion to remand the Illinois action was denied; the remand motion in the Florida action has not been decided. The Hartford disputes the allegations in all of these actions and intends to defend the actions vigorously.

Additional complaints may be filed against The Hartford in various courts alleging claims under federal or state law arising from the conduct alleged in the NYAG Complaint. The Hartford’s ultimate liability, if any, in the pending and possible future suits is highly uncertain and subject to contingencies that are not yet known, such as how many suits will be filed, in which courts they will be lodged, what claims they will assert, what the outcome of investigations by the New York Attorney General’s Office and other regulatory agencies will be, the success of defenses that The Hartford may assert, and the amount of recoverable damages if liability is established. In the opinion of management, it is possible that an adverse outcome in one or more of these suits could have a material adverse effect on the Company’s consolidated results of operations or cash flows in particular quarterly or annual periods.

Regulatory Developments

In June 2004, The Hartford received a subpoena from the New York Attorney General’s Office in connection with its inquiry into compensation arrangements between brokers and carriers. In mid-September 2004 and subsequently, The Hartford has received additional subpoenas from the New York Attorney General’s Office, which relate more specifically to possible anti-competitive activity among brokers and insurers. Since the beginning of October 2004, The Hartford has received subpoenas or other information requests from Attorneys General and regulatory agencies in more than a dozen jurisdictions regarding broker compensation and possible anti-competitive activity. The Hartford may receive additional subpoenas and other information requests from Attorneys General or other regulatory agencies regarding similar issues. The Hartford also has received a subpoena from the New York Attorney General’s Office requesting information related to The Hartford’s underwriting practices with respect to legal professional liability insurance. In addition, The Hartford has received a request for information from the New York Attorney General’s Office concerning The Hartford’s compensation arrangements in connection with the administration of workers compensation plans. The Hartford intends to continue cooperating fully with these investigations, and is conducting an internal review, with the assistance of outside counsel, regarding broker compensation issues in its Property & Casualty and Group Benefits operations.

On October 14, 2004, the New York Attorney General’s Office filed a civil complaint against Marsh & McLennan Companies, Inc., and Marsh, Inc. (collectively, “Marsh”). The complaint alleges, among other things, that certain insurance companies, including The Hartford, participated with Marsh in arrangements to submit inflated bids for business insurance and paid contingent commissions to ensure that Marsh would direct business to them. The Hartford was not joined as a defendant in the action, which has since settled. Although no regulatory action has been initiated against The Hartford in connection with the allegations described in the civil complaint, it is possible that the New York Attorney General’s Office or one or more other regulatory agencies may pursue action against The Hartford or one or more of its employees in the future. The potential timing of any such action is difficult to predict. If such an action is brought, it could have a material adverse effect on The Hartford.

On October 29, 2004, the New York Attorney General’s Office informed The Hartford that the Attorney General is conducting an investigation with respect to the timing of the previously disclosed sale by Thomas Marra, a director and executive officer of The Hartford, of 217,074 shares of The Hartford’s common stock on September 21, 2004. The sale occurred shortly after the issuance of two additional subpoenas dated September 17, 2004 by the New York Attorney General’s Office. The Hartford has engaged outside counsel to review the circumstances related to the transaction and is fully cooperating with the New York Attorney General’s Office. On the basis of the review, The Hartford has determined that Mr. Marra complied with The Hartford’s applicable internal trading procedures and has found no indication that Mr. Marra was aware of the additional subpoenas at the time of the sale.

There continues to be significant federal and state regulatory activity relating to financial services companies, particularly mutual funds companies. These regulatory inquiries have focused on a number of mutual fund issues, including market timing and late trading, revenue sharing and directed brokerage, fees, transfer agents and other fund service providers, and other mutual-fund related issues. The Hartford has received requests for information and subpoenas from the SEC, subpoenas from the New York Attorney General’s Office, a subpoena from the Connecticut Attorney General’s Office, requests for information from the Connecticut Securities and Investments Division of the Department of Banking, and requests for information from the New York Department of Insurance, in each case requesting documentation and other information regarding various mutual fund regulatory issues.

The SEC’s Division of Enforcement and the New York Attorney General’s Office are investigating aspects of The Hartford’s variable annuity and mutual fund operations related to market timing. The Hartford’s mutual funds are available for purchase by the separate accounts of different variable universal life insurance policies, variable annuity products, and funding agreements, and they are offered directly to certain qualified retirement plans. Although existing products contain transfer restrictions between subaccounts, some products, particularly older variable annuity products, do not contain restrictions on the frequency of transfers. In addition, as a result of the settlement of litigation against The Hartford with respect to certain owners of older variable annuity products, The Hartford’s ability to restrict transfers by these owners is limited. In February 2005, The Hartford agreed in principle with the Boards of Directors of the mutual funds to indemnify the mutual funds for any material harm caused to the funds from frequent trading by these owners. The specific terms of the indemnification have not been determined.

General’s Office requesting information related to The Hartford’s group annuity products. The Hartford continues to cooperate fully with the SEC, the New York Attorney General’s Office and other regulatory agencies.

To date, neither the SEC’s and New York Attorney General’s market timing investigation nor the SEC’s directed brokerage investigation has resulted in either regulator initiating any formal action against The Hartford. However, The Hartford believes that the SEC and the New York Attorney General’s Office are likely to take some action against The Hartford at the conclusion of the respective investigations. The potential timing of any such action is difficult to predict. Based on The Hartford’s discussions with the SEC and the New York Attorney General’s Office and its own analysis, the Company recorded a charge of $66 to establish a reserve for these matters during the first quarter of 2005. This reserve is an estimate; in view of the uncertainties regarding the timing and outcome of any payments relating to these types of regulatory investigations, as well as the tax-deductibility, if any, and any potential deferred acquisition cost effects (though no deferred acquisition cost effects are included in this estimate) that may be applicable, it is possible that the ultimate cost to the Company of these matters may exceed or be below the reserve amount, perhaps by a significant amount.

7. Transactions with Affiliates

For a description of transactions with affiliates, see Note 18 of Notes to Consolidated Financial Statements included in Hartford Life’s 2004 Form 10-K Annual Report.

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(Dollar amounts in millions, unless otherwise stated)

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) addresses the financial condition of Hartford Life, Inc. and its subsidiaries (“Hartford Life” or the “Company”) as of March 31, 2005, compared with December 31, 2004, and its results of operations for the three months ended March 31, 2005 compared with the equivalent period in 2004. This discussion should be read in conjunction with the MD&A in Hartford Life’s 2004 Form 10-K Annual Report.

Certain of the statements contained herein are forward-looking statements. These 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 Company. 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 Company will be those anticipated by management. Actual results could differ materially from those expected by the Company, depending on the outcome of various factors. These factors include: the possible occurrence of terrorist attacks; the response of reinsurance companies under reinsurance contracts and the availability, pricing and adequacy of reinsurance to protect the Company against losses; changes in the stock markets, interest rates or other financial markets, including the potential effect on the Company’s statutory capital levels; the inability to effectively mitigate the impact of equity market volatility on the Company’s financial position and results of operations arising from obligations under annuity product guarantees; the difficulty in predicting the Company’s potential exposure arising out of regulatory proceedings or private claims relating to incentive compensation or payments made to brokers or other producers and alleged anti-competitive conduct; the uncertain effect on the Company of regulatory and market-driven changes in practices relating to the payment of incentive compensation to brokers and other producers, including changes that have been announced and those which may occur in the future; the possibility of more unfavorable loss experience than anticipated; stronger than anticipated competitive activity; unfavorable judicial or legislative developments, including the possibility that the Terrorism Risk Insurance Act of 2002 is not extended beyond 2005; the potential effect of domestic and foreign regulatory developments, including those which could increase the Company’s business costs and required capital levels; the possibility of general economic and business conditions that are less favorable than anticipated; the Company’s ability to distribute its products through distribution channels, both current and future; the uncertain effects of emerging claim and coverage issues; the effect of assessments and other surcharges for guaranty funds; a downgrade in the Company’s claims-paying, financial strength or credit ratings; the ability of the Company’s subsidiaries to pay dividends to the Company; and other factors described in such forward-looking statements.

INDEX


Overview			18
Critical Accounting Estimates			22
Consolidated Results of Operations — Operating Summary			24
Retail Products Group			25
Institutional Solutions Group			26
Individual Life			27
Group Benefits			28
Investments			28
Investment Credit Risk			30
Capital Markets Risk Management			33
Capital Resources and Liquidity			33
Accounting Standards			34

OVERVIEW

The Company has four reportable operating segments: Retail Products Group, Institutional Solutions Group, Individual Life and Group Benefits. The Company provides investment and retirement products such as variable and fixed annuities, mutual funds and retirement plan services and other institutional investment products; structured settlements; private placement life insurance; individual life insurance products including variable universal life, universal life, interest sensitive whole life and term life; and group benefit products, such as group life and group disability insurance.

The Company derives its revenues principally from: (a) fee income, including asset management fees, on separate account and mutual fund assets and mortality and expense fees, as well as cost of insurance charges; (b) net investment income on general account assets; (c) fully insured premiums; and (d) certain other fees. Asset management fees and mortality and expense fees are primarily generated from separate account assets, which are deposited with the Company through the sale of variable annuity and variable universal life products and from mutual funds. Cost of insurance charges are assessed on the net amount at risk for investment-oriented life insurance products. Premium revenues are derived primarily from the sale of group life, group disability and individual term insurance products.

The Company’s expenses essentially consist of interest credited to policyholders on general account liabilities, insurance benefits provided, amortization of the deferred policy acquisition costs, expenses related to the selling and servicing the various products offered by the Company, dividends to policyholders, and other general business expenses.

The Company’s profitability in its variable annuity, mutual fund and to a lesser extent, variable universal life businesses depends largely on the amount of the contract holder account value or assets under management on which it earns fees and the level of fees charged. Changes in account value or assets under management are driven by two main factors: net flows, which measure the success of the Company’s asset gathering and retention efforts and the market return of the funds, which is heavily influenced by the return on the equity markets. Net flows are comprised of new sales and other deposits less surrenders, death benefits, policy charges and annuitizations of investment type contracts, for instance, variable annuity contracts. In the mutual fund business, net flows are known as net sales. Net sales are comprised of new sales less redemptions of mutual fund customers. The Company uses the average daily value of the S&P 500 Index as an indicator for evaluating market returns of the underlying account portfolios in the United States. Relative profitability of variable products is highly correlated to the growth in account values or assets under management since these products generally earn fee income on a daily basis. Thus, a prolonged downturn in the financial markets could reduce revenues and potentially raise the possibility of a charge against deferred policy acquisition costs.

The profitability of the Company’s fixed annuities and other spread based products depends largely on its ability to earn target spreads between earned investment rates on its general account assets and interest credited to policyholders. Profitability is also influenced by operating expense management including the benefits of economies of scale in the administration of its United States variable annuity businesses in particular. In addition, the size and persistency of gross profits from these businesses is an important driver of earnings as it affects the rate of amortization of the deferred policy acquisition costs.

The Company’s profitability in its individual life insurance and group benefits businesses depends largely on the size of its in force block, the adequacy of product pricing and underwriting discipline, actual mortality and morbidity experience, and the efficiency of its claims and expense management.

Performance Measures

Fee Income

Fee income is largely driven from amounts collected as a result of contractually defined percentages of assets under management on investment type contracts. These fees are generally collected on a daily basis from the contract holder’s account. For individual life insurance products, fees are contractually defined percentages based on levels of insurance, age, premiums and deposits collected and contract holder account value. Life insurance fees are generally collected on a monthly basis. Therefore, the growth in assets under management either through positive net flows or net sales and favorable equity market performance will have a favorable impact on fee income. Conversely, negative net flows or net sales and unfavorable equity market performance will reduce fee income generated from investment type contracts.


	As of and For the
	Three Months Ended
	March 31,
Product/Key Indicator Information	2005			2004

United States Variable Annuities
Account value, beginning of period	$	99,617		$	86,501
Net flows		412			2,201
Change in market value		(1,958	)		1,684

Account value, end of period	$	98,071		$	90,386


Retail Mutual Funds
Assets under management, beginning of period	$	25,240		$	20,301
Net sales		381			1,055
Change in market value and other		(672	)		532

Account value, end of period	$	24,949		$	21,888


Individual Life Insurance
Variable universal life account value, end of period	$	5,249		$	4,797
Total life insurance inforce		141,739			132,482

S&P 500 Index
Period end closing value		1,181			1,126
Daily average value		1,192			1,132


Japan Annuities
Account value, end of period	$	17,615		$	8,119

	•	The increase in assets under management and average account values can be attributed to market appreciation and net flows over the past four quarters, with most of the growth occurring in the fourth quarter of 2004.

	•	Net flows and net sales for the U.S. variable annuity and retail mutual fund businesses, respectively, have slowed due to lower sales levels and higher surrender levels.

	•	The change in the market value will be volatile based on market conditions.

	•	Japan annuity account values continue to grow as a result of new sales, which in the first quarter of 2005 were higher than the U.S. sales levels.

Net Investment Income and Interest Credited

Certain investment type contracts such as fixed annuities and other spread-based contracts generate deposits that the Company collects and invests to earn investment income. In addition, insurance type contracts such as those sold by the Group Benefits segment collect premiums (discussed below) for protection from losses specified in the particular insurance contract. These deposits and premiums together comprise the majority of the assets of the general account that are invested to generate investment income for the Company. The investment type contracts use this investment income to credit the contract holder an amount of interest specified in the respective contract. As discussed in the overview, the amount of investment income earned in excess of the interest credited to the contract holder is the spread income earned by the Company. For insurance type contracts, net investment income earned during the time that premiums are invested prior to paying claims and expenses supports the profitability of these products.

•

Net investment income and interested credited on general account assets in Other decreased due to the mark to market effects of trading account securities supporting the Japanese variable annuity business.

Premiums

As discussed above, traditional insurance type products collect premiums from policyholders in exchange for financial protection of the policyholder from a specified insurable loss, such as death or disability. These premiums together with net investment income earned from the overall investment strategy are used to pay the contractual obligations under these insurance contracts. Sales impact premium growth and can increase or decrease in a given year based on a number of factors, including but not limited to, customer demand for the Company’s product offerings, pricing competition, distribution channels and the Company’s reputation and ratings. A majority of sales correspond with the open enrollment periods of employers’ benefit plans, typically January 1 or July 1.


	Three Months Ended
	March 31,
	2005		2004

Group Benefits Segment
Earned premiums and other consideration	$	948	$	915
Fully insured ongoing sales (excluding buyouts)		376		341

•

Earned premiums for the first quarter of 2005 included $25 in buyout premiums compared to $0 in the prior year comparable quarter

Expenses

There are three major categories for expenses. The first category of expenses is benefits and claims. These include the costs of mortality and morbidity in the Group Benefits segment and mortality in the individual life businesses, as well as other contract holder benefits to policyholders. In addition, traditional insurance type products generally use a loss ratio which is expressed as the amount of benefits incurred during a particular period divided by earned premiums and other considerations, as a key indicator of underwriting performance. The Group Benefits segment occasionally buys a block of claims for a stated premium amount. The Company excludes this buyout from the loss ratio used for evaluating the underwriting results of the ongoing business as buyouts may distort the loss ratio.

The second major category is insurance operating costs and expenses, which is commonly expressed as a percentage of revenue. The third category is the amortization of deferred policy acquisition costs and the present value of future profits, which is typically expressed as a percentage of pretax income before the cost of this amortization. The individual annuity business within the Retail Products Group segment accounts for the majority of the amortization of deferred policy acquisition costs and present value of future profits for the Company.


	Three Months Ended
	March 31,
	2005			2004

Retail Products Group
Insurance expenses, net of deferrals	$	206		$	175
Expense ratio, annualized (individual annuity)	17.8		bps	18.5		bps
DAC amortization ratio (individual annuity)		50.0	%		51.4	%


Individual Life

Death benefits	$	66		$	67
Insurance expenses, net of deferrals	$	40		$	40


Group Benefits

Total benefits and claims	$	722		$	684
Loss ratio (excluding buyout premiums)		75.5	%		74.8	%
Insurance expenses, net of deferrals and amortization	$	244		$	257
Expense ratio, annualized (excluding buyout premiums)		26.4	%		28.1	%

	•	Retail Products Group’s expense ratios continue to benefit from the Company’s economies of scale in the variable annuity business.

	•	Group Benefits total benefits and claims include reserves related to the first quarter 2005 premium buyout.

	•	The Group Benefits segment has a block of financial institution business that is experience rated. Under the terms of this business the loss experience will inversely affect the commission expenses incurred.

Profitability

Management evaluates the rates of return various businesses can provide as a way of determining where additional capital is invested to increase net income and shareholder returns. Specifically, because of the importance of its individual annuity products, the Company uses the return on assets for the individual annuity business for evaluating profitability. In Group Benefits, after tax margin is a key indicator of overall profitability.


	Three Months Ended
	March 31,
	2005				2004

Ratios
Retail Products Group
Individual annuity return on assets	50.2		bps	36.9			bps
Group Benefits
After-tax margin		6.4	%			5.1	%

	•	Return on assets increased from prior year due to higher income as a result of market appreciation and growth in the assets under management.

	•	The improvement in the Group Benefits after-tax margin was primarily due to higher net investment income and a favorable expense ratio compared to 2004.

Regulatory Developments

The SEC’s Division of Enforcement also is investigating aspects of The Hartford’s variable annuity and mutual fund operations related to directed brokerage and revenue sharing. The Hartford discontinued the use of directed brokerage in recognition of mutual fund sales in late 2003. The Hartford also has received subpoenas from the New York Attorney General’s Office and the Connecticut Attorney General’s Office requesting information related to The Hartford’s group annuity products. The Hartford continues to cooperate fully with the SEC, the New York Attorney General’s Office and other regulatory agencies.

To date, neither the SEC’s and New York Attorney General’s market timing investigation nor the SEC’s directed brokerage

investigation has resulted in either regulator initiating any formal action against The Hartford. However, The Hartford believes that the SEC and the New York Attorney General’s Office are likely to take some action against The Hartford at the conclusion of the respective investigations. The potential timing of any such action is difficult to predict. Based on The Hartford’s discussions with the SEC and the New York Attorney General’s Office and its own analysis, the Company recorded a charge of $66 to establish a reserve for these matters during the first quarter of 2005. This reserve is an estimate; in view of the uncertainties regarding the timing and outcome of any payments relating to these types of regulatory investigations, as well as the tax-deductibility, if any, and any potential deferred acquisition cost effects (though no deferred acquisition cost effects are included in this estimate) that may be applicable, it is possible that the ultimate cost to the Company of these matters may exceed or be below the reserve amount, perhaps by a significant amount.

Broker Compensation

As The Hartford has disclosed previously, the Company pays brokers and independent agents commissions and other forms of incentive compensation in connection with the sale of many of the Company’s insurance products. Since the New York Attorney General’s Office filed a civil complaint against Marsh & McLennan Companies, Inc. and Marsh, Inc. (collectively, “Marsh”) on October 14, 2004, several of the largest national insurance brokers, including Marsh, Aon Corporation and Willis Group Holdings Limited, have announced that they have discontinued the use of contingent compensation arrangements. Other industry participants may make similar, or different, determinations in the future. In addition, legal, legislative, regulatory, business or other developments may require changes to industry practices relating to incentive compensation. At this time, it is not possible to predict the effect of these announced or potential changes on the Company’s business or distribution strategies .

CRITICAL ACOUNTING ESTIMATES

The preparation of financial statements, in conformity with accounting principles generally accepted in the United States of America (“GAAP”), requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

The Company has identified the following estimates as critical in that they involve a higher degree of judgment and are subject to a significant degree of variability; insurance reserves; deferred policy acquisition costs and present value of future profits; the valuation of investments and derivative instruments and the evaluation of other-than-temporary impairments; and contingencies. In developing these estimates management makes subjective and complex judgments that are inherently uncertain and subject to material change as facts and circumstances develop. Although variability is inherent in these estimates, management believes the amounts provided are appropriate based upon the facts available upon compilation of the financial statements. For a discussion of each of these critical accounting estimates, see Hartford Life’s 2004 Form
10-K Annual Report.

Deferred Policy Acquisition Costs and Present Value of Future Profits

Policy acquisition costs include commissions and certain other expenses that vary with and are primarily associated with acquiring business. Present value of future profits is an intangible asset recorded upon applying purchase accounting in an acquisition of a life insurance company. Deferred policy acquisition costs and the present value of future profits intangible asset are amortized in the same way. Both are amortized over the estimated life of the contracts acquired, usually 20 years. Within the following discussion, deferred policy acquisition costs and the present value of future profits intangible asset will be referred to as “DAC”. At March 31, 2005 and December 31, 2004, the carrying value of the Company’s DAC was $7.9 billion and $7.4 billion, respectively. For statutory accounting purposes, such costs are expensed as incurred.

DAC related to traditional policies are amortized over the premium-paying period in proportion to the present value of annual expected premium income. DAC related to investment contracts and universal life-type contracts are deferred and amortized using the retrospective deposit method. Under the retrospective deposit method, acquisition costs are amortized in proportion to the present value of estimated gross profits (“EGPs”), arising principally from projected investment, mortality and expense margins and surrender charges. The attributable portion of the DAC amortization is allocated to realized gains and losses on investments. The DAC balance is also adjusted through other comprehensive income by an amount that represents the amortization of deferred policy acquisition costs that would have been required as a charge or credit to operations had unrealized gains and losses on investments been realized. Actual gross profits that vary from management’s estimates result in increases or decreases in the rate of amortization, commonly referred to as a true-up, which are recorded in the current period.

The Company regularly evaluates its estimates of future gross profits combined with actual gross profits earned to date to determine if actual experience or other evidence suggests that those earlier estimates of future gross profits should be revised. In the event that the Company were to revise its EGPs, the cumulative DAC amortization would be adjusted to reflect such revised EGPs in the period the revision was determined to be necessary. Several assumptions considered to be significant in the development of EGPs include separate account fund performance, surrender and lapse rates, estimated interest spread and estimated mortality. The separate account fund performance assumption is critical to the development of the EGPs related to the Company’s variable annuity and to a lesser extent, variable universal life insurance businesses. The average annual long-term rate of assumed separate account fund performance (before

mortality and expense charges) used in estimating gross profits for the variable annuity and variable universal life business was 9% for the three months ended March 31, 2005 and 2004. For other products including fixed annuities and other universal life-type contracts, the average assumed investment yield ranged from 5.7% to 7.9% for the three months ended March 31, 2005 and 2004.

The Company had developed models to evaluate its DAC asset, which allowed it to run a large number of stochastically determined scenarios of separate account fund performance. These scenarios were then utilized to calculate a statistically significant range of reasonable estimates of EGPs. This range was then compared to the present value of EGPs currently utilized in the DAC amortization model. As of March 31, 2005, the present value of the EGPs utilized in the DAC amortization model fall within a reasonable range of statistically calculated present value of EGPs. As a result, the Company does not believe there is sufficient evidence to suggest that a revision to the EGPs (and therefore, a revision to the DAC) as of March 31, 2005 is necessary; however, if in the future the EGPs utilized in the DAC amortization model were to fall outside of the margin of the reasonable range of statistically calculated EGPs, a revision could be necessary. Furthermore, the Company has estimated that the present value of the EGPs is likely to remain within a reasonable range if overall separate account returns decline by 18% or less over the next twelve months, and if certain other assumptions that are implicit in the computations of the EGPs are achieved.

Additionally, the Company continues to perform analyses with respect to the potential impact of a revision to future EGPs. If such a revision to EGPs were deemed necessary, the Company would adjust, as appropriate, all of its assumptions for products accounted for in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 97, “Accounting and Reporting by Insurance Enterprises for Certain Long-Duration Contracts and for Realized Gains and Losses from the Sale of Investments”, and reproject its future EGPs based on current account values at the end of the quarter in which a revision is deemed to be necessary. To illustrate the effects of this process, assume the Company had concluded that a revision of the Company’s EGPs was required at March 31, 2005. If the Company assumed a 9% average long-term rate of growth from March 31, 2005 forward along with other appropriate assumption changes in determining the revised EGPs, the Company estimates the cumulative increase to amortization would be approximately $60-$65, after-tax. If, instead, the Company were to assume a long-term growth rate of 8% in determining the revised EGPs, the adjustment would be approximately $85-$95, after-tax. Any such adjustment would not affect statutory income or surplus, due to the prescribed accounting for such amounts that is discussed above.

Aside from absolute levels and timing of market performance assumptions, additional factors that will influence this determination include the degree of volatility in separate account fund performance and shifts in asset allocation within the separate account made by policyholders. The overall return generated by the separate account is dependent on several factors, including the relative mix of the underlying sub-accounts among bond funds and equity funds as well as equity sector weightings. The Company’s overall separate account fund performance has been reasonably correlated to the overall performance of the S&P 500 Index (which closed at 1,181 on March 31, 2005), although no assurance can be provided that this correlation will continue in the future.

The overall recoverability of the DAC asset is dependent on the future profitability of the business. The Company tests the aggregate recoverability of the DAC asset by comparing the amounts deferred to the present value of total EGPs. In addition, the Company routinely stress tests its DAC asset for recoverability against severe declines in its separate account assets, which could occur if the equity markets experienced another significant sell-off, as the majority of policyholders’ funds in the separate accounts is invested in the equity market. As of March 31, 2005, the Company believed variable annuity separate account assets could fall by at least 35% before portions of its DAC asset would be unrecoverable.

Other Critical Accounting Estimates

There have been no material changes to the Company’s other critical accounting estimates since the filing of the Company’s 2004 Form 10-K Annual Report.

CONSOLIDATED RESULTS OF OPERATIONS

Operating Summary


	Three Months Ended
	March 31,
	2005		2004			Change

Fee income	$	950	$	825			15	%
Earned premiums		999		995			—
Net investment income [1]		950		1,162			(18	%)
Net realized capital gains		81		76			7	%

Total revenues		2,980		3,058			(3	%)
Benefits, claims and claim adjustment expenses [1]		1,739		1,877			(7	%)
Insurance operating costs and other expenses		559		514			9	%
Amortization of deferred policy acquisition costs and present value of future profits		280		233			20	%
Interest expense		20		35			(43	%)
Dividends to policyholders		18		13			38	%

Total benefits, claims and expenses		2,616		2,672			(2	%)
Income before income taxes and cumulative effect of accounting change		364		386			(6	%)
Income tax expense		86		105			(18	%)

Income before cumulative effect of accounting change		278		281			(1	%)
Cumulative effect of accounting change, net of tax [2]		—		(23	)		100	%

Net income	$	278	$	258			8	%

[1]		Included impact of mark to market effects of trading securities supporting the Japanese variable annuity business, which are classified in net investment income and corresponding amounts credited to policyholders within benefits, claims and claim adjustment expenses.

[2]		For the three months ended March 31, 2004, represents the cumulative impact of the Company’s adoption of SOP 03-1.

The Company defines “NM” as not meaningful for increases or decreases greater than 200%, or changes from a net gain to a net loss position, or vice versa.

The Company’s net income increased due primarily to business growth in all of it segments. Net income in the Retail segment increased 46%, principally driven by higher fee income from growth in the variable annuity and mutual fund businesses as a result of increasing assets under management. The Institutional segment contributed higher earnings due to first quarter 2005 surrender activity in the leveraged block of the private placement life insurance business, as well as favorable mortality experience and higher investment spreads in the institutional business. Net income in the Group Benefits segment increased primarily due to higher net investment income and a favorable expense ratio compared to 2004. Additionally, net income was higher for Individual Life and the international operations. The increase in Individual Life earnings was primarily driven by growth in account values and life insurance inforce. Net income for the international operations, which is included in the other category, increased over the prior year primarily driven by the increase in assets under management of the Japan annuity business and net after-tax realized gains. Japan’s assets under management have grown to $17.6 billion at March 31, 2005 from $8.1 billion at March 31, 2004. The Company recorded a charge of $66, in Other, to establish a reserve for regulatory matters during the first quarter of 2005, which partially offset the increases in net income.

Retail Products Group

Operating Summary


	Three Months Ended
	March 31,
	2005			2004			Change

Fee income	$	580		$	506			15	%
Earned premiums		(14	)		(14	)		—
Net investment income		265			272			(3	%)
Net realized capital gains (losses)		6			(1	)	NM

Total revenues		837			763			10	%
Benefits, claims and claim adjustment expenses		247			257			(4	%)
Insurance operating costs and other expenses		206			175			18	%
Amortization of deferred policy acquisition costs and present value of future profits		187			167			12	%

Total benefits, claims and expenses		640			599			7	%
Income before income taxes and cumulative effect of accounting change		197			164			20	%
Income tax expense		41			38			8	%

Income before cumulative effect of accounting change		156			126			24	%
Cumulative effect of accounting change, net of tax [1]		—			(19	)		100	%

Net income	$	156		$	107			46	%


Assets Under Management

Individual variable annuity account values	$	98,071		$	90,386			9	%
Individual fixed annuity and other account values		10,946			11,312			(3	%)
Other retail products account values		7,280			5,230			39	%

Total account values [2]		116,297			106,928			9	%
Retail mutual fund assets under management		24,949			21,888			14	%
Other mutual fund assets under management		1,461			1,089			34	%

Total mutual fund assets under management		26,410			22,977			15	%
Total assets under management	$	142,707		$	129,905			10	%

[1]		For the three months ended March 31, 2004, represents the cumulative impact of the Company’s adoption of SOP 03-1.

[2]		Includes policyholder balances for investment contracts and reserves for future policy benefits for insurance contracts.

Net income in the Retail segment increased, principally driven by higher fee income from growth in the assets under management in virtually all businesses of the segment and the cumulative effect of accounting change from the Company’s adoption of SOP 03-1 recognized in the first quarter of 2004. Fee income generated by the variable annuity operation increased as average account values were higher in the first quarter of 2005 compared to the prior period. The increase in average account values can be attributed to market appreciation of $4.0 billion over the past four quarters, with most of the growth occurring in the fourth quarter of 2004, and approximately $3.7 billion of net flows over the past four quarters. Another contributing factor to the increase in fee income was the mutual fund and 401(k) businesses. Retail mutual fund assets under management increased 14% principally due to net sales of $1.8 billion and market appreciation of $1.3 billion during the past four quarters. In addition, 401(k) assets under management grew 37% to $7.1 billion as a result of favorable net flows and market conditions. In addition, the fixed annuity business contributed higher net income, excluding the cumulative effects of accounting change in 2004, due to improved investment spreads from the market value adjusted (“MVA”) products. A consequence of the positive earnings drivers discussed above was higher DAC amortization costs due to higher gross profits.

Institutional Solutions Group

Operating Summary


	Three Months Ended
	March 31,
	2005		2004			Change

Fee income	$	67	$	74			(9	%)
Earned premiums		84		109			(23	%)
Net investment income		273		257			6	%
Net realized capital gains		—		2			(100	%)

Total revenues		424		442			(4	%)

Benefits, claims and claims adjustment expenses		316		355			(11	%)
Insurance operating costs and other expenses		26		25			4	%
Dividends to policyholders		17		12			42	%
Amortization of deferred policy acquisition costs and present value of future profits		9		9			—

Total benefits, claims and expenses		368		401			(8	%)
Income before income taxes and cumulative effect of accounting change		56		41			37	%
Income tax expense		16		12			33	%

Income before cumulative effect of accounting change		40		29			38	%
Cumulative effect of accounting change, net of tax [1]		—		(1	)		100	%

Net income	$	40	$	28			43	%




Assets Under Management

Institutional account values	$	15,497	$	12,941			20	%
Governmental account values		9,882		9,243			7	%
Private Placement Life Insurance account values:
Variable Products		22,641		21,305			6	%
Leveraged COLI		1,957		2,537			(23	%)

Total Private Placement Life Insurance account values [2]		24,598		23,842			3	%
Mutual fund assets under management		1,553		1,246			25	%

Total assets under management	$	51,530	$	47,272			9	%

[1]		For the three months ended March 31, 2004, represents the cumulative impact of the Company’s adoption of SOP 03-1.

[2]		Includes policyholder balances for investment contracts and reserves for future policy benefits for insurance contracts.

Net income in the Institutional segment increased, principally driven by higher earnings in the private placement life insurance business (“PPLI”) combined with a favorable after-tax mortality gain of $3 and improved investment spreads in the institutional business. The PPLI business contributed higher earnings due primarily to surrender activity of $572 in account value associated with the leveraged COLI product. This increase in surrenders resulted in the recognition of an after-tax deferred gain of $6 in the first quarter of 2005 that was recognized in benefits, claims and claim adjustment expenses. In addition, PPLI reported higher earnings due to favorable mortality experience in the first quarter of 2005. The institutional business earned higher investment spreads due to the growth in average account values within the institutional businesses as a result of positive net flows that were largely attributable to increased sales levels for the funding agreement backed investor notes program. Partially offsetting these increases to net income was lower fee income due to the leveraged COLI product surrender activity discussed above.

Individual Life

Operating Summary


	Three Months Ended
	March 31,
	2005			2004			Change

Fee income	$	195		$	186			5	%
Earned premiums		(8	)		(5	)		(60	%)
Net investment income		75			73			3	%

Total revenues		262			254			3	%
Benefits, claims and claim adjustment expenses		120			125			(4	%)
Insurance operating costs and other expenses		40			40			—
Amortization of deferred policy acquisition costs and present value of future profits		45			39			15	%

Total benefits, claims and expenses		205			204			-
Income before income taxes and cumulative effect of accounting change		57			50			14	%
Income tax expense		18			16			13	%

Income before cumulative effect of accounting change		39			34			15	%
Cumulative effect of accounting change, net of tax [1]		—			(1	)		100	%

Net income	$	39		$	33			18	%


Account Values

Variable universal life insurance	$	5,249		$	4,797			9	%
Universal life/interest sensitive whole life		3,452			3,297			5	%
Modified guaranteed life and other		728			742			(2	%)
—
Total account values	$	9,429		$	8,836			7	%
—
Life Insurance Inforce

Variable universal life insurance	$	69,442		$	67,101			3	%
Universal life/interest sensitive whole life		39,349			38,532			2	%
Modified guaranteed life and other		32,948			26,849			23	%
—
Total life insurance inforce	$	141,739		$	132,482			7	%

[1]

For the three months ended March 31, 2004, represents the cumulative impact of the Company’s adoption of SOP 03-1.

Net income in the Individual Life segment increased due to revenue growth from 7% increases in both life insurance inforce and account value, while claims and expenses remained stable. Fee income included increased cost of insurance charges of $4 and other fee income of $3. These were primarily driven by business growth and aging in the variable universal, universal, and interest sensitive whole life insurance inforce. Variable fee income, also a component of fee income, grew $2 as favorable equity markets and sales added 9% to the variable universal life account value. Investment income grew with the increase in general account assets from continued sales of general account products. Partially offsetting these positive earnings drivers was higher amortization of deferred acquisitions costs as a result of higher gross margins.

Group Benefits

Operating Summary


	Three Months Ended
	March 31,
	2005		2004		Change

Earned premiums and other	$	948	$	915		4	%
Net investment income		98		89		10	%

Total revenues		1,046		1,004		4	%
Benefits, claims and claim adjustment expenses		722		684		6	%
Insurance operating costs and other expenses		237		252		(6	%)
Amortization of deferred policy acquisition costs and present value of future profits		7		5		40	%

Total benefits, claims and expenses		966		941		3	%
Income before income taxes		80		63		27	%
Income tax expense		21		16		31	%

Net income	$	59	$	47		26	%


Earned Premiums and Other

Fully insured – ongoing premiums	$	912	$	905		1	%
Buyout premiums		25		—		—
Other		11		10		10	%

Total earned premiums and other	$	948	$	915		4	%

Net income in the Group Benefits segment increased primarily due to higher net investment income and a favorable expense ratio compared to 2004. The segment’s ratio of insurance operating costs and other expenses to premiums and other considerations (excluding buyouts) decreased to 26%, from 28% in 2004, which contributed favorably to net income. The segment has a block of financial institution business that is experience rated. Under the terms of this business the loss experience will inversely effect the commission expenses incurred. The decrease in commissions for the quarter compared to the prior year period was primarily attributed to the experience rated financial institution business. The segment’s loss ratio (defined as benefits, claims and claim adjustment expenses as a percentage of premiums and other considerations excluding buyouts) was 76%, up from 75% in first quarter 2004. This increase was due to an increase in the loss ratio of the experience rated financial institution business and less favorable disability morbidity.

INVESTMENTS

General

The investment portfolios are managed by Hartford Investment Management Company (“HIM”), a wholly-owned subsidiary of The Hartford. HIM manages the portfolios to maximize economic value, while attempting to generate the income necessary to support the Company’s various product obligations, within internally established objectives, guidelines and risk tolerances. (For a further discussion of how HIM manages the investment portfolios, see the Investments section of the MD&A under the “General” section in Hartford Life’s 2004 Form 10-K Annual Report. Also, for a further discussion of how the investment portfolio’s credit and market risks are assessed and managed, see the Investment Credit Risk section that follows.)

Return on general account invested assets is an important element of Hartford Life’s financial results. Significant fluctuations in the fixed income or equity markets could weaken the Company’s financial condition or its results of operations. Additionally, changes in market interest rates may impact the period of time over which certain investments, such as mortgage-backed securities, are repaid and whether certain investments are called by the issuers. Such changes may, in turn, impact the yield on these investments and also may result in reinvestment of funds received from calls and prepayments at rates below the average portfolio yield. Net investment income and net realized capital gains and losses accounted for approximately 35% and 40% of the Company’s consolidated revenues for the three months ended March 31, 2005 and 2004, respectively.

Fluctuations in interest rates affect the Company’s return on, and the fair value of, general account fixed maturity investments, which comprised approximately 72% and 74% of the fair value of its invested assets as of March 31, 2005 and December 31, 2004, respectively. Other events beyond the Company’s control could also adversely impact the fair value of these investments. Specifically, a downgrade of an issuer’s credit rating or default of payment by an issuer could reduce the Company’s investment return.

A decrease in the fair value of any investment that is deemed other-than-temporary would result in the Company’s recognition of a net realized capital loss in its financial results prior to the actual sale of the investment. (For a further discussion of the evaluation of other-than-temporary impairments, see the Critical Accounting Estimates section of the MD&A under “Valuation of Investments and Derivative Instruments and Evaluation of Other-Than-Temporary Impairments” section in Hartford Life’s 2004 Form 10-K Annual Report.)

The primary investment objective of the Company’s general account is to maximize economic value consistent with acceptable risk parameters, including the management of the interest rate sensitivity of invested assets, while generating sufficient after-tax income to meet policyholder and corporate obligations.

The following table identifies the Company’s invested assets by type as of March 31, 2005 and December 31, 2004.


Composition of Invested Assets
	March 31, 2005					December 31, 2004
	Amount		Percent			Amount		Percent

Fixed maturities, available-for-sale, at fair value	$	50,877		71.7	%	$	50,531		73.5	%
Equity securities, available-for-sale, at fair value		662		0.9	%		525		0.8	%
Equity securities, held for trading, at fair value		15,855		22.3	%		13,634		19.8	%
Policy loans, at outstanding balance		2,119		3.0	%		2,662		3.9	%
Mortgage loans, at cost		979		1.4	%		923		1.3	%
Limited partnerships, at fair value		273		0.4	%		256		0.4	%
Other investments		207		0.3	%		185		0.3	%

Total investments	$	70,972		100.0	%	$	68,716		100.0	%

Fixed maturity investments increased $346 since December 31, 2004, primarily the result of positive operating cash flow, partially offset by a decrease in fair value due to an increase in interest rates. Equity securities held for trading increased $2,221 since December 31, 2004, due to positive cash flow primarily generated from sales and deposits related to variable annuity products sold in Japan and positive performance of the underlying investment funds supporting the Japanese variable annuity product. Policy loans decreased $543 since December 31, 2004, as a result of certain policy loan surrenders.

Investment Results

The following table summarizes the Company’s investment results.


	Three Months Ended
	March 31,
(before-tax)	2005			2004

Net investment income – excluding income on policy loans and trading securities	$	693		$	661
Policy loan income		36			45
Trading securities income [1]		221			456

Net investment income – total	$	950		$	1,162
Yield on average invested assets [2]		5.6	%		5.7	%

Gross gains on sale	$	98		$	100
Gross losses on sale		(48	)		(18	)
Impairments		(1	)		(8	)
GMWB derivatives, net		7			(2	)
Other, net [3]		25			4

Net realized capital gains	$	81		$	76

[1]		Represents the change in value of securities classified as trading.

[2]		Represents annualized net investment income (excluding the change in fair value of trading securities) divided by the monthly weighted average invested assets at cost or amortized cost, as applicable, excluding trading securities, the collateral received associated with the securities lending program and consolidated variable interest entity minority interests.

[3]		Primarily consists of changes in fair value on non-qualifying derivatives and hedge ineffectiveness on qualifying derivative instruments, foreign currency transaction remeasurements, as well as the amortization of deferred acquisition costs related to realized capital gains.

For the three months ended March 31, 2005, net investment income, excluding income on policy loans and trading securities, increased $32, or 5%, compared to the prior year period. The increase in net investment income was primarily due to income earned on a higher average invested assets base, as compared to the respective prior year period. The increase in the average invested assets base, as compared to the prior year period, was primarily due to positive operating cash flows, investment contract sales such as retail and institutional notes, and universal life-type product sales such as individual fixed annuity products sold in Japan. This increase was partially offset by a decrease in the yield on average invested assets.

Net investment income on trading securities of $221 during the three months ended March 31, 2005, was primarily generated by positive performance of the underlying investment funds supporting the Japanese variable annuity product, partially offset by foreign currency depreciation. Net investment income on trading securities of $456 during the three months ended March 31, 2004, was primarily generated by the positive performance of the underlying investment funds supporting the Japanese variable annuity product, as well as, foreign currency appreciation in comparison to the U.S. Dollar. The decrease in the first quarter 2005 from the first quarter

2004 is due to the performance of the underlying funds and foreign currency movements.

For the three months ended March 31, 2005, the yield on average invested assets decreased slightly from the respective prior year period as a result of new investment purchases at rates below the average portfolio yield due to the continued low interest rate environment and decreased policy loan income. Since the Company invests primarily in long-term fixed rate debt securities, current period changes in long-term interest rates impact the yield on new asset purchases and, therefore, have a gradual impact on the overall portfolio yield. The weighted average yield on new invested asset purchases in the three months ended March 31, 2005 of approximately 5.1%, before-tax, continues to be below the average portfolio yield.

Net realized capital gains for the three months ended March 31, 2005 increased by $5 compared to the respective prior year period, primarily the result of higher net realized gains on non-qualifying foreign currency derivatives, foreign currency transaction remeasurement and GMWB derivatives, partially offset by lower net realized gains on fixed maturity and equity securities.

Gross gains on sales for the three months ended March 31, 2005 were primarily within fixed maturities and were concentrated in the commercial mortgage-backed securities (“CMBS”), foreign government and corporate sectors. The CMBS sales resulted from a decision to divest securities that were backed by a single asset due to the currently scheduled expiration of the Terrorism Risk Insurance Act (“TRIA”) at the end of 2005. Gains on these sales were realized as a result of an improved credit environment and interest rate declines from the date of purchase. Foreign government securities were sold in the first quarter of 2005, primarily to reduce the foreign currency exposure in the portfolio due to the expected near term volatility of foreign exchange rates. Gains resulted from the depreciation of the U.S. Dollar against foreign currencies and credit spread tightening. Certain lower quality corporate securities that had appreciated in value as a result of an improved corporate credit environment were sold in order to reposition the corporate holdings into higher quality securities.

Gross losses on sales for the three months ended March 31, 2005 were primarily within foreign and U.S. governments, corporate securities and CMBS, with no single security sold at a loss in excess of $5 and an average loss as a percentage of the fixed maturity’s amortized cost of less than 2%, which, under the Company’s current impairment policy, were deemed to be depressed only to a minor extent.

Gross gains on sales for the three months ended March 31, 2004 were primarily from sales of fixed maturity investments in the corporate, foreign government and asset-backed securities (“ABS”) sectors. The majority of the sales in the corporate and ABS sectors were the result of portfolio rebalancing that resulted in divesting securities that had appreciated in value due to a decline in interest rates and an improved corporate credit environment. Foreign government securities were sold in the first quarter of 2004 primarily to realize gains associated with the decline in value of the U.S. Dollar against foreign currencies.

Gross losses on sales for the three months ended March 31, 2004 were primarily within ABS and corporate securities, with no single security sold at a loss in excess of $5 and an average loss as a percentage of the fixed maturity’s amortized cost of less than 4%.

Other-Than-Temporary Impairments

For the three months ended March 31, 2005, total other-than-temporary impairments were less than $1, as compared with $8 for the comparable period in 2004.

The Company believes the favorable other-than-temporary impairments trend will depend on continued strong economic fundamentals, continued positive issuer performance, political stability and collateral performance. Adverse issuer specific circumstances may result in future other-than-temporary impairments. (For further discussion of risk factors associated with portfolio sectors with significant unrealized loss positions, see the risk factor commentary under the Fixed Maturity by Type schedule in the Investment Credit Risk section that follows.)

INVESTMENT CREDIT RISK

Hartford Life has established investment credit policies that focus on the credit quality of obligors and counterparties, limit credit concentrations, encourage diversification and require frequent creditworthiness reviews. Investment activity, including setting of policy and defining acceptable risk levels, is subject to regular review and approval by senior management and by the Finance Committee of The Hartford’s Board of Directors.

Refer to the Investment Credit Risk section of the MD&A in Hartford Life’s 2004 Form 10-K Annual Report for a description of the Company’s objectives, policies and strategies, including the use of derivative instruments.

The Company invests primarily in securities that are rated investment grade, and has established exposure limits, diversification standards and review procedures for all credit risks including borrower, issuer and counterparty. Creditworthiness of specific obligors is determined by an internal credit evaluation supplemented by consideration of external determinants of creditworthiness, typically ratings assigned by nationally recognized ratings agencies. Obligor, asset sector and industry concentrations are subject to established limits and are monitored on a regular basis.

Hartford Life is not exposed to any credit concentration risk of a single issuer greater than 10% of the Company’s stockholders’ equity other than certain U.S. government and government agencies.

The following table identifies fixed maturity securities by type, as of March 31, 2005 and December 31, 2004.


Fixed Maturities by Type

		March 31, 2005

											Percent
											of Total
		Amortized		Unrealized		Unrealized			Fair		Fair
		Cost		Gains		Losses			Value		Value

ABS		$	6,433	$	63	$	(70	)	$	6,426		12.6	%
CMBS			8,432		232		(76	)		8,588		16.9	%
Collateralized mortgage obligations (“CMOs”)			1,025		7		(5	)		1,027		2.0	%
Corporate Basic industry			2,339		138		(17	)		2,460		4.8	%
	Capital goods		1,633		123		(10	)		1,746		3.4	%
	Consumer cyclical		2,590		97		(43	)		2,644		5.2	%
	Consumer non-cyclical		2,540		171		(17	)		2,694		5.3	%
	Energy		1,279		105		(6	)		1,378		2.7	%
	Financial services		6,778		401		(44	)		7,135		14.0	%
	Technology and communications		3,497		271		(31	)		3,737		7.4	%
	Transportation		608		36		(4	)		640		1.3	%
	Utilities		2,401		212		(13	)		2,600		5.1	%
	Other		879		30		(11	)		898		1.8	%
Government/ Government agencies Foreign			736		46		(7	)		775		1.5	%
	United States		918		22		(13	)		927		1.8	%
Mortgage-backed securities (“MBS”) – agency			2,262		9		(21	)		2,250		4.4	%
Municipal Taxable			779		34		(5	)		808		1.6	%
	Tax-exempt		2,106		158		(4	)		2,260		4.5	%
Redeemable preferred stock			12		—		—			12		—
Short-term			1,872		—		—			1,872		3.7	%

Total fixed maturities		$	49,119	$	2,155	$	(397	)	$	50,877		100.0	%


Fixed Maturities by Type

		December 31, 2004

											Percent
											of Total
		Amortized		Unrealized		Unrealized			Faire		Fair
		Cost		Gains		Losses			Value		Value

ABS		$	6,346	$	76	$	(64	)	$	6,358		12.6%
CMBS			8,456		370		(20	)		8,806		17.5%
Collateralized mortgage obligations (“CMOs”)			1,084		11		(3	)		1,092		2.2%
Corporate Basic industry			2,412		192		(6	)		2,598		5.1%
	Capital goods		1,554		126		(6	)		1,674		3.3%
	Consumer cyclical		2,426		163		(8	)		2,581		5.1%
	Consumer non-cyclical		2,506		207		(6	)		2,707		5.4%
	Energy		1,251		122		(1	)		1,372		2.7%
	Financial services		6,202		482		(22	)		6,662		13.2%
	Technology and communications		3,570		342		(11	)		3,901		7.7%
	Transportation		622		44		(1	)		665		1.3%
	Utilities		2,317		230		(7	)		2,540		5.0%
	Other		785		49		(2	)		832		1.6%
Government/ Government agencies Foreign			723		67		(2	)		788		1.6%
	United States		884		19		(5	)		898		1.8%
Mortgage-backed securities (“MBS”) – agency			1,771		20		(3	)		1,788		3.5%
Municipal Taxable			700		30		(5	)		725		1.4%
	Tax-exempt		2,080		191		(1	)		2,270		4.5%
Redeemable preferred stock			12		1		—			13		—
Short-term			2,261		—		—			2,261		4.5%

Total fixed maturities		$	47,962	$	2,742	$	(173	)	$	50,531		100.0%

The Company’s fixed maturity portfolio gross unrealized gains and losses as of March 31, 2005 in comparison to December 31, 2004 were primarily impacted by changes in interest rates and security sales. The Company’s fixed maturity gross unrealized gains decreased $587 from December 31, 2004 to March 31, 2005 primarily due to an increase in interest rates and, to a lesser extent, sales of securities in a gain position. The gross unrealized loss amount increased by $224 from December 31, 2004 to March 31, 2005 primarily due to interest rate increases, partially offset by asset sales.

The sectors with the most significant concentration of unrealized losses were CMBS, ABS supported by aircraft lease receivables and corporate fixed maturities primarily within the financial services and consumer cyclical sectors. The Company’s current view of risk factors relative to these fixed maturity types is as follows:

CMBS — The increase in the unrealized loss position during first quarter 2005 was primarily the result of an increase in interest rates. Substantially all of these securities are investment grade securities priced at or greater than 90% of amortized cost as of March 31, 2005. Additional changes in fair value of these securities are primarily dependent on future changes in interest rates.

Aircraft lease receivables — The unrealized loss was $53 at March 31, 2005 compared to $50 for December 31, 2004. Although worldwide travel and aircraft demand has improved, uncertainty surrounding the stability of domestic airlines continues to weigh heavily on these securities. Airline operating costs, including fuel and certain employee benefits costs, continue to adversely impact this sector. Because of the valuation of the underlying collateral, the Company expects to receive principal and interest payments, however, additional price recovery will depend on continued improvement in economic fundamentals, political stability and airline operating performance.

Financial services — The increase in the unrealized loss as of March 31, 2005 in comparison to December 31, 2004 is primarily due to an increase in interest rates. As of March 31, 2005, the Company held approximately 55 different securities in the financial services sector that had been in an unrealized loss position for greater than six months. Substantially all of these securities are investment grade securities priced at or greater than 90% of amortized cost as of March 31, 2005. These positions are a mixture of fixed and variable rate securities with extended maturity dates, which have been adversely impacted by changes in interest rates after the purchase date. Additional changes in fair value of these securities are primarily dependent on future changes in interest rates.

Consumer cyclical — Within the consumer cyclical sector, $16 of the unrealized loss is related to a major automotive manufacturer. In March 2005, this manufacturer revised downward 2005 earnings and cash flow guidance primarily due to sluggish sales, rising employee and retiree benefit costs and their debt service interest burden. Sales of this manufacturer’s most successful product offerings, SUVs and trucks, have been hurt by rising gasoline prices, market competition and high inventory levels. The manufacturer expects new product offerings emphasizing sedans and mid-sized SUVs to begin to increase sales. Associated with this manufacturer is a financial services unit which provides consumer and wholesale financial products and services, a significant portion of which is to the customers of the manufacturer via automobile loans and lease financing. The financial services unit continues to produce strong operating cash flows. The manufacturer and the financial services unit have substantial liquid resources that should be adequate to fund operations and service debt until the cost structure can be adjusted and sales and margins improve. As of March 31, 2005, Hartford Life owns securities of the manufacturer and the financial services unit with an amortized cost of $54 and $76, respectively, that were in a gross unrealized loss position of $8 and $8, respectively. Hartford Life continues to monitor these securities in accordance with its impairment policy.

(For further discussion of risk factors associated with securities in unrealized loss positions, see the Investment Credit Risk section of the MD&A in Hartford Life’s 2004 Form 10-K Annual Report.)

Investment sector allocations as a percentage of total fixed maturities have remained materially consistent since December 31, 2004, except for MBS and corporate fixed maturities within the financial services sector. Both MBS and financial service securities increased as a percentage of total fixed maturities since December 31, 2004 as a result of a decision to increase the Company’s investment in this asset class primarily due to its attractive yields and diversification opportunities. Also, HIM continues to overweight, in comparison to the Lehman Aggregate Index, ABS supported by diversified pools of consumer loans (e.g. home equity and auto loans and credit card receivables) and CMBS due to the securities’ attractive spread levels and underlying asset diversification and quality. In general, CMBS have lower prepayment risk than MBS due to contractual penalties.

As of March 31, 2005, 22% of the fixed maturities were invested in private placement securities, including 14% of Rule 144A offerings to qualified institutional buyers. Private placement securities are generally less liquid than public securities. Most of the private placement securities are rated by nationally recognized rating agencies.

At the March 22, 2005 Federal Open Market Committee meeting, the Federal Reserve increased the target federal funds rate by 25 basis points to 2.75%, a 50 basis point increase from year end 2004 levels. The Fed members indicated that the economy continues to grow at a moderate pace, although inflation pressures have increased in recent months and pricing power is more evident. The Company continues to expect the Federal Reserve to raise short-term interest rates at a measured pace until rates approach neutral levels, unless inflationary pressures accelerate, at which time the Fed would likely raise short-term rates in greater increments. The risk of inflation could increase if energy and commodity prices continue to rise, productivity growth slows, U.S. budget or trade deficits continue to rise or the U.S. dollar continues to devalue in comparison to foreign currencies. Increases in future interest rates may result in lower fixed maturity valuations.

CAPITAL MARKETS RISK MANAGEMENT

For a complete discussion on our capital markets risk management, please refer to the MD&A included in Hartford Life’s 2004 Annual Report on Form 10-K.

CAPITAL RESOURCES AND LIQUIDITY

Liquidity Requirements

The liquidity requirements of Hartford Life have been and will continue to be met by funds from operations as well as the issuance of commercial paper, debt securities and borrowings from its credit facilities. The principal sources of operating funds for its insurance entities are fees, premiums and investment income as well as maturities and sales of invested assets. Hartford Life is a holding company which relies upon operating cash flow in the form of dividends from its subsidiaries, which enables it to service its debt, pay dividends to its parent, and pay certain business expenses. As a holding company, Hartford Life has no significant business operations of its own and, therefore, relies mainly on the dividends from its insurance company subsidiaries, which are primarily domiciled in Connecticut, as the principal source of cash to meet its obligations (predominantly debt obligations) and pay stockholder dividends.

The Company’s Japanese life insurance operations are conducted through Hartford Insurance Life K.K. a wholly owned subsidiary of Hartford Life and Accident Insurance Company (“HLA”), one of the company’s principal statutorily regulated operating subsidiaries. To date, the Company has funded the capital needs of its Japanese operations through investments in the common stock of Hartford Life Insurance K.K. by HLA, an investment that stood at $813 as of March 31, 2005. This arrangement has generally allowed some portion of the Company’s investment in its Japanese operations to be included as part of the aggregate statutory capital (for the purposes of regulatory and rating agency capital adequacy measures) of HLA.

The Company is currently in the process of evaluating capital structures that it believes in the long-term could result in improved financial flexibility. Certain of these structures would no longer allow a portion of the capital invested in our Japanese operations to be included in the aggregate capital of HLA. This could reduce certain of the capital adequacy measures employed by regulators and rating agencies to assess the capital strength of The Hartford’s domestic life insurance companies. At the current time, the Company believes it has sufficient financial resources to maintain capital adequacy levels consistent with all of its rating objectives.

Dividends to Hartford Life, Inc. from its direct subsidiary, HLA, are restricted. The payment of dividends by Connecticut-domiciled insurers is limited under the insurance holding company laws of Connecticut. Under these laws, the insurance subsidiaries may only make their dividend payments out of unassigned surplus. These laws require notice to and approval by the state insurance commissioner for the declaration or payment of any dividend, which, together with other dividends or distributions made within the preceding twelve months, exceeds the greater of (i) 10% of the insurer’s policyholder surplus as of December 31 of the preceding year or (ii) net income (or net gain from operations, if such company is a life insurance company) for the twelve-month period ending on the thirty-first day of December last preceding, in each case determined under statutory insurance accounting policies. In addition, if any dividend of a Connecticut-domiciled insurer exceeds the insurer’s earned surplus, it requires the prior approval of the Connecticut Insurance Commissioner. HLA declared to the Company dividends of $122 in the first quarter of 2005. The statutory net gain was $111 in the first quarter of 2005. Statutory capital and surplus as of March 31, 2005 was $5.1 billion.

The insurance holding company laws of the jurisdictions in which Hartford Life’s insurance subsidiaries are incorporated (or deemed commercially domiciled) limit the payment of dividends.

The primary uses of funds are to pay claims, policy benefits, operating expenses and commissions, and to purchase new investments. In addition, Hartford Life has a policy of carrying a significant short-term investment positions and accordingly does not anticipate selling intermediate and long-term fixed maturity investments to meet any liquidity needs. (For a discussion of the Company’s investment objectives and strategies, see the Investments and Capital Markets Risk Management sections.)

Ratings

Ratings are an important factor in establishing the competitive position in the insurance and financial services marketplace. There can be no assurance that the Company’s ratings will continue for any given period of time or that they will not be changed. In the event the Company’s ratings are downgraded, the level of revenues or the persistency of the Company’s business may be adversely impacted.

The following table summarizes Hartford Life’s significant United States member companies’ financial ratings from the major independent rating organizations as of April 29, 2005:


			Standard
	A.M. Best	Fitch	& Poor's	Moody's

*Insurance Ratings*
Hartford Life Insurance Company	A+	AA	AA-	Aa3
Hartford Life and Accident	A+	AA	AA-	Aa3
Hartford Life Group Insurance Company	A+	AA	—		—
Hartford Life and Annuity	A+	AA	AA-	Aa3
Hartford Life Insurance KK (Japan)	—	—	AA-		—
Hartford Life Limited (Ireland)	—	—	AA-		—
*Other Ratings*
Hartford Life, Inc.
Senior debt	a-	A	A-		A3
Commercial paper	—	F1	A-2		P-2
Hartford Life, Inc.
Capital II Trust preferred securities	bbb	A-	BBB	Baa1
Hartford Life Insurance Company:
Short Term Rating	—	—	A-1+		P-1

The agencies consider many factors in determining the final rating of an insurance company. One consideration is the relative level of statutory surplus necessary to support the business written. Statutory surplus represents the capital of the insurance company reported in accordance with accounting practices prescribed by the applicable state insurance department.

Contingencies

Regulatory Developments – For a discussion regarding contingencies related to regulatory developments that affect the Company, please see “Overview—Regulatory Developments” above.

On October 21, 2004, the Financial Services Agency (“FSA”), the Company’s primary regulator in Japan, issued regulations concerning new reserving methodologies and Solvency Margin Ratio (“SMR”) standards for variable annuity contracts. The regulations allow a “Standard” methodology and an “Alternative” methodology to determine required reserve levels and SMR standards. On December 27, 2004, the FSA also issued administrative guidelines that describe the detailed requirements under the two methodologies. The regulations are scheduled to become effective on April 1, 2005.

The new reserve methodologies and SMR standards would only apply to capital requirements for Japanese regulatory purposes, and are not directly related to results under accounting principles generally accepted in the United States. At this time, the Company has decided to adopt the Standard methodology. While management is still evaluating the impact of the regulations on the Company’s Japanese operations, at this time, based on the Company’s assessment, the Standard methodology would require $400 — $650 of additional capital during 2005. This estimate assumes that the Company will successfully employ various capital management strategies within its discretion and control, which may include, but are not limited to, product re-filing. The Company also is currently evaluating certain reinsurance strategies which have the potential to reduce the additional capital required to $100. These reinsurance strategies would be subject to regulatory approval, which may not be granted.

For further information on other contingencies, see Note 6 of Notes to Consolidated Financial Statements.

ACCOUNTING STANDARDS

For a discussion of accounting standards, see Note 2 of Notes to Condensed 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.

Item 4. CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures

The Company’s principal executive officer and its principal financial officer, based on their evaluation of the Company’s disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) have concluded that the Company’s disclosure controls and procedures are effective for the purposes set forth in the definition thereof in Exchange Act Rule 13a-15(e) as of March 31, 2005.

Changes in internal control over financial reporting

There was no change in the Company’s internal control over financial reporting that occurred during the Company’s first fiscal quarter of 2005 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Part II. OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

Litigation

Broker Compensation Litigation – On October 14, 2004, the New York Attorney General’s Office filed a civil complaint (the “NYAG Complaint”) against Marsh Inc. and Marsh & McLennan Companies, Inc. (collectively, “Marsh”) alleging, among other things, that certain insurance companies, including The Hartford, participated with Marsh in arrangements to submit inflated bids for business insurance and paid contingent commissions to ensure that Marsh would direct business to them. The Hartford was not joined as a defendant in the action, which has since settled. Since the filing of the NYAG Complaint, several private actions have been filed against The Hartford asserting claims arising from the allegations of the NYAG Complaint.

insurance from defendant insurers, including Hartford entities. These state court actions assert unjust enrichment claims and violations of state unfair trade practices acts arising from the conduct alleged in the NYAG Complaint and seek remedies including restitution of premiums, and, in the Illinois action, imposition of a constructive trust, and declaratory and injunctive relief. The class period alleged is 1994 through the present. The Hartford has removed both actions to federal court, but the plaintiffs have moved to remand the actions to the respective state courts. The plaintiffs’ motion to remand the Illinois action was denied; the remand motion in the Florida action has not been decided. The Hartford disputes the allegations in all of these actions and intends to defend the actions vigorously.

Item 6. EXHIBITS

See Exhibits Index on page 38.

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.


		HARTFORD LIFE, INC.

		/s/ Ernest M. McNeill Jr.

		Ernest M. McNeill Jr. Vice President and Chief Accounting Officer

May 2, 2005

HARTFORD LIFE, INC. AND SUBSIDIARIES
FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 2005

EXHIBITS INDEX

Exhibit #

	15.01	Deloitte & Touche LLP Letter of Awareness

	31.01	Section 302 Certification of Thomas M. Marra

	31.02	Section 302 Certification of Lizabeth H. Zlatkus

	32.01	Section 906 Certification of Thomas M. Marra

	32.02	Section 906 Certification of Lizabeth H. Zlatkus

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