Statement of Changes of Beneficial Ownership


FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Kreczko Alan J
2. Issuer Name and Ticker or Trading Symbol

HARTFORD FINANCIAL SERVICES GROUP INC/DE [ HIG ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
E.V.P. and General Counsel
(Last)          (First)          (Middle)

THE HARTFORD FINANCIAL SERVICES GROUP -, ONE HARTFORD PLAZA
3. Date of Earliest Transaction (MM/DD/YYYY)

8/7/2009
(Street)

HARTFORD, CT 06155
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Restricted Stock Units                  4757   D    
Restricted Stock                  3200   D    
Common Stock                  3038   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options   $65.99                      (1) 2/20/2014   Common Stock   3414     3414   D    
Stock Options   $83.00                      (2) 2/15/2016   Common Stock   2938     2938   D    
Stock Options   $93.69                      (3) 2/27/2017   Common Stock   2884     2884   D    
Stock Options   $92.69                      (4) 7/30/2017   Common Stock   2477     2477   D    
Stock Options   $74.88                      (5) 2/26/2018   Common Stock   8577     8577   D    
Stock Options   $7.04                      (6) 2/25/2019   Common Stock   40270     40270   D    
Restricted Units     (7)                  2/25/2012   (7) 2/25/2012   (7) Common Stock   19130.409     19130.409   D    
Restricted Units     (8) 8/7/2009     A      45482.11         (8)   (8) Common Stock   45482.11   $0.00   45482.11   D    

Explanation of Responses:
( 1)  The option became fully exercisable as of February 18, 2007, the third anniversary of the grant date.
( 2)  The option became fully exercisable on February 15, 2009, the third anniversary of the grant date.
( 3)  One-third of the option became exercisable on February 27, 2008, an additional one-third of the option became exercisable on February 27, 2009, and the remaining one-third of the option will become exercisable on February 27, 2010, the third anniversary of the grant date.
( 4)  The option becomes fully exercisable upon the later of: (i) the date on which the closing stock price on the New York Stock Exchange equals or exceeds 125% of the exercise price for 10 consecutive trading days or (ii) July 30, 2010, three years from the date of the grant.
( 5)  The option becomes fully exercisable upon the later of: (i) the date on which the closing stock price on the New York Stock Exchange equals or exceeds 125% of the exercise price for 10 consecutive trading days or (ii) February 26, 2011, three years from the date of the grant.
( 6)  The option becomes fully exercisable upon the later of: (i) the date on which the closing stock price on the New York Stock Exchange equals or exceeds 125% of the exercise price for 10 consecutive trading days or (ii) February 25, 2012, three years from the date of the grant. The pricing condition was met on April 22, 2009.
( 7)  Each restricted unit will be settled in cash on the expiration date for an amount equal to the company's closing stock price on the New York Stock Exchange on the expiration date.
( 8)  Each restricted unit will be settled in cash as soon as practicable after, and in any event within 90 days after, the later to occur of (i) July 31, 2011 or (ii) the date the value of such restricted units can be paid in accordance with applicable law (the "valuation date"). The cash settlement payable per unit shall be equal to the closing stock price per share of the company's common stock on the valuation date as reported on the New York Stock Exchange.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Kreczko Alan J
THE HARTFORD FINANCIAL SERVICES GROUP -
ONE HARTFORD PLAZA
HARTFORD, CT 06155


E.V.P. and General Counsel

Signatures
/s/ Amanda Grabowski Aquino, POA for Alan J. Kreczko by Power of Attorney of Alan J.Kreczko dated July 26, 2007. 8/7/2009
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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