<PAGE>

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

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

                                    FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2004

                                       OR

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

For the transition period from ____________ to ______________

                        Commission file number 001-12749

                               HARTFORD LIFE, INC.
             (Exact name of registrant as specified in its charter)

              DELAWARE                                    06-1470915
   (State or other jurisdiction of                     (I.R.S. Employer
   incorporation or organization)                     Identification No.)

                200 HOPMEADOW STREET, SIMSBURY, CONNECTICUT 06089
                    (Address of principal executive offices)

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

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

  Yes [X] No[ ]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act)

  Yes [ ] No[X]

As of July 31, 2004 there were outstanding 1,000 shares of Common Stock,
$0.01 par value per share, of the registrant, all of which were directly
owned by Hartford Holdings, Inc., a direct wholly owned subsidiary of The
Hartford Financial Services Group, Inc.

The registrant meets the conditions set forth in General Instruction H (1)
(a) and (b) of Form 10-Q and is therefore filing this form with the reduced
disclosure format.

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

                                       1

<PAGE>

                                      INDEX

<TABLE>
<CAPTION>
                                                                       PAGE
                                                                       ----
<S>                                                                    <C>
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                                                          44
</TABLE>

                                       2

<PAGE>

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholder
Hartford Life, Inc.
Hartford, Connecticut

We have reviewed the accompanying condensed consolidated balance sheet of
Hartford Life, Inc. and subsidiaries (the "Company") as of June 30, 2004, and
the related condensed consolidated statements of income for the second quarter
and six months ended June 30, 2004 and 2003, and changes in stockholder's
equity, and cash flows for the six months ended June 30, 2004 and 2003. These
interim financial statements are the responsibility of the Company's management.

We conducted our review in accordance with standards of the Public Company
Accounting Oversight Board (United States). A review of interim financial
information consists principally of applying analytical procedures and making
inquiries of persons responsible for financial and accounting matters. It is
substantially less in scope than an audit conducted in accordance with standards
of the Public Company Accounting Oversight Board (United States), the objective
of which is the expression of an opinion regarding the financial statements
taken as a whole. According, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should
be made to such condensed consolidated interim financial statements for them to
be in conformity with accounting principles generally accepted in the United
States of America.

We have previously audited, in accordance with standards of the Public Company
Accounting Oversight Board (United States), the consolidated balance sheet of
the Company as of December 31, 2003 and the related consolidated statements of
income, changes in stockholder's equity, and cash flows for the year then ended
(not presented herein); and in our report dated February 25, 2004, we expressed
an unqualified opinion on those consolidated financial statements. In our
opinion, the information set forth in the accompanying condensed consolidated
balance sheet as of December 31, 2003 is fairly stated, in all material
respects, in relation to the consolidated balance sheet from which it has been
derived.

DELOITTE & TOUCHE LLP
Hartford, Connecticut
August 11, 2004

                                       3

<PAGE>

PART I.  FINANCIAL INFORMATION

     ITEM 1.   FINANCIAL STATEMENTS

                      HARTFORD LIFE, INC. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                                                    SECOND QUARTER        SIX MONTHS
                                                                          ENDED              ENDED
                                                                         JUNE 30,           JUNE 30,
   (In millions) (Unaudited)                                         2004     2003      2004       2003
---------------------------------------------------------------------------------------------------------
<S>                                                                <C>       <C>       <C>        <C>
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
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
---------------------------------------------------------------------------------------------------------
</TABLE>

            SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

                                       4
<PAGE>

                      HARTFORD LIFE, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                JUNE 30,    DECEMBER 31,
(In millions, except for share data)                                              2004         2003
--------------------------------------------------------------------------------------------------------
                                                                               (Unaudited)
<S>                                                                             <C>         <C>
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 $0.01                                                                   -             -
 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
=======================================================================================================
</TABLE>

            SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

                                       5

<PAGE>

                      HARTFORD LIFE, INC. AND SUBSIDIARIES
      CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY

SIX MONTHS ENDED JUNE 30, 2004

<TABLE>
<CAPTION>
                                                           ACCUMULATED OTHER COMPREHENSIVE INCOME
                                                         ------------------------------------------
                                                               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
------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>     <C>      <C>               <C>            <C>          <C>       <C>
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
==============================================================================================================================
</TABLE>

SIX MONTHS ENDED JUNE 30, 2003

<TABLE>
<CAPTION>
                                                           ACCUMULATED OTHER COMPREHENSIVE INCOME
                                                         ----------------------------------------------
                                                               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
------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>     <C>      <C>               <C>            <C>          <C>       <C>
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
==============================================================================================================================
</TABLE>

(1)   Unrealized (loss) gain on securities is net of tax (benefit) provision and
      other items of $(310) and $275 for the six months ended June 30, 2004 and
      2003, respectively. Net (loss) on cash flow hedging instruments is net of
      tax (benefit) of $(29) and $(19) for the six months ended June 30, 2004
      and 2003. There is no tax effect on cumulative translation adjustments.

(2)   Net of reclassification adjustment for gains (losses) realized in net
      income of $44 and $(17) for the six months ended June 30, 2004 and 2003,
      respectively.

            SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

                                       6

<PAGE>

                      HARTFORD LIFE, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                                 SIX MONTHS ENDED
                                                                                                      JUNE 30,
                                                                                                ------------------
(In millions) (Unaudited)                                                                         2004      2003
------------------------------------------------------------------------------------------------------------------
<S>                                                                                             <C>        <C>
OPERATING ACTIVITIES
   Net income                                                                                   $   513    $   369
ADJUSTMENTS TO RECONCILE NET INCOME 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)      (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                                                                      $   509    $   190
------------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
NET CASH PAID DURING THE PERIOD FOR
Income taxes                                                                                    $    21    $    20
Interest                                                                                        $    55    $    56
</TABLE>

                                       7

<PAGE>

            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 insurance products to both individual and
business customers in the United States and internationally.
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").

On December 31, 2003, the Company acquired the group life and accident, and
short-term and long-term disability business of CNA Financial Corporation.
Accordingly, the Company's results of operations for the quarter and six months
ended June 30, 2004 reflect the inclusion of this business. For further
discussion of the CNA Financial Corporation acquisition, see Note 6 of these
Notes to Condensed Consolidated Financial Statements and Note 17 of Notes to
Consolidated Financial Statements included in Hartford Life's 2003 Form 10-K
Annual Report.

The condensed consolidated financial statements have been prepared on the basis
of accounting principles generally accepted in the United States of America,
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 material transactions and balances between Hartford Life, its
subsidiaries and affiliates have been eliminated.

The accompanying condensed, consolidated financial statements and notes as of
June 30, 2004, and for the second quarter and six months ended June 30, 2004 and
2003 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
2003 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.

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 policy benefits and other policyholder funds; deferred policy acquisition
costs and present value of future profits; investments; and commitments 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 2003 Form 10-K Annual Report.

INVESTMENTS

As discussed in Note 4 below, on January 1, 2004 the Company reclassified
certain separate account assets to the general account and classified a portion
of these assets as trading securities. Trading securities are recorded at fair
value with subsequent changes in fair value recognized in net investment income.

                                       8

<PAGE>

STOCK-BASED COMPENSATION

In January 2003, The Hartford began expensing all stock-based compensation
awards granted or modified after January 1, 2003 under the fair value
recognition provisions of Statement of Financial Accounting Standards ("SFAS")
No. 123, "Accounting for Stock-Based Compensation". The fair value of these
awards will be recognized over the awards' vesting period, generally 3 years.
Hartford Life's employees are included in The Hartford's stock-based
compensation plans, the allocated expense associated with stock-based
compensation for the second quarters ending June 30, 2004 and 2003, was
immaterial. Prior to January 1, 2004, The Hartford used the Black-Scholes model
to estimate the fair value of The Hartford's stock-based compensation. For all
awards granted or modified on or after January 1, 2004, The Hartford used a
binomial option-pricing model that incorporates the possibility of early
exercise of options into the valuation. The binomial model also incorporates The
Hartford's historical forfeiture and exercise experience to determine the option
value. For these reasons, The Hartford believes the binomial model provides a
fair value that is more representative of actual historical experience than the
value calculated under the Black-Scholes model.

All stock-based awards granted or modified prior to January 1, 2003, continue to
be valued using the intrinsic value-based provisions set forth in Accounting
Principles Board ("APB") Opinion No. 25, "Accounting for Stock-Issued to
Employees". Under the intrinsic value method, compensation expense is determined
on the measurement date, which is the first date on which both the number of
shares the employee is entitled to receive and the exercise price are known.
Compensation expense, if any, is measured based on the award's intrinsic value,
which is the excess of the market price of the stock over the exercise price on
the measurement date. The expense related to stock-based employee compensation,
including non-option plans, included in the determination of net income for the
second quarters and six months ended June 30, 2004 and 2003 is less than that
which would have been recognized if the fair value method had been applied to
all awards since the effective date of SFAS No. 123. (For further discussion of
the stock compensation plans, see Note 10 of Notes to Consolidated Financial
Statements included in Hartford Life's 2003 Form 10-K Annual Report.)

ADOPTION OF NEW ACCOUNTING STANDARDS

FSP 97-1

In June 2004, the Financial Accounting Standards Board ("FASB") issued FASB
Staff Position ("FSP") FAS 97-1, "Situations in Which Paragraphs 17(b) and 20 of
FASB Statement No. 97, Accounting and Reporting by Insurance Enterprises for
Certain Long-Duration Contracts and for Realized Gains and Losses from the Sale
of Investments ("SFAS No. 97"), Permit or Require Accrual of an Unearned Revenue
Liability." The implementation of Statement of Position 03-1, "Accounting and
Reporting by Insurance Enterprises for Certain Nontraditional Long-Duration
Contracts and for Separate Accounts" ("SOP 03-1"), raised a question regarding
the interpretation of the requirements of SFAS No. 97 concerning when it is
appropriate to record an unearned revenue liability. This FSP clarifies that
SFAS No. 97 is clear in its intent and language; it is appropriate to recognize
an unearned revenue liability for amounts that have been assessed to compensate
the insurer for services to be performed over future periods. SOP 03-1 describes
one situation, when assessments result in profits followed by losses, where an
unearned revenue liability is required. SOP 03-1 does not amend SFAS No. 97 or
limit the recognition of an unearned revenue liability to the situation
described in SOP 03-1. The guidance in the FSP is effective for financial
statements for fiscal periods beginning after June 18, 2004. The adoption of
this FSP is not expected to have a material impact on the Company's consolidated
financial condition or results of operations. (For further discussion of SOP
03-1, see Note 3.)

SOP 03-1

In July 2003, the Accounting Standards Executive Committee of the American
Institute of Certified Public Accountants ("AICPA") issued SOP 03-1. SOP 03-1
addresses a wide variety of topics, some of which have a significant impact on
the Company. The major provisions of SOP 03-1 require:

      -     Recognizing expenses for a variety of contracts and contract
            features, including guaranteed minimum death benefits ("GMDB"),
            certain death benefits on universal-life type contracts and
            annuitization options, on an accrual basis versus the previous
            method of recognition upon payment;

      -     Reporting and measuring assets and liabilities of certain separate
            account products as general account assets and liabilities when
            specified criteria are not met;

      -     Reporting and measuring the Company's interest in its separate
            accounts as general account assets based on the insurer's
            proportionate beneficial interest in the separate account's
            underlying assets; and

      -     Capitalizing sales inducements that meet specified criteria and
            amortizing such amounts over the life of the contracts using the
            same methodology as used for amortizing deferred acquisition costs
            ("DAC").

SOP 03-1 was effective for financial statements for fiscal years beginning after
December 15, 2003. At the date of initial application, January 1, 2004, the
cumulative effect of the adoption of SOP 03-1 on net income and other
comprehensive income was comprised of the following individual impacts:

                                       9

<PAGE>

<TABLE>
<CAPTION>
                                          Net       Other
                                        Income  Comprehensive
   Cumulative Effect of Adoption        (Loss)  Income (Loss)
-------------------------------------------------------------
<S>                                    <C>      <C>
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
=============================================================
</TABLE>

With the adoption of SOP 03-1, certain annuity products were accounted for in
the general account, including reporting of the spreads on the Company's MVA
fixed annuities and variable annuity products offered in Japan on a gross basis
in net investment income and benefits expense. This change in accounting
resulted in increases of $299 and $948 in net investment income and increases of
$250 and $854 in benefits, claims and claim adjustment expenses for the second
quarter and six months ended June 30, 2004, respectively.

FUTURE ADOPTION OF NEW ACCOUNTING STANDARDS

EITF 02-14

In July 2004, the Emerging Issues Task Force ("EITF") reached a final consensus
on Issue 02-14, "Whether an Investor Should Apply the Equity Method of
Accounting to Investments Other Than Common Stock If the Investor Has the
Ability to Exercise Significant Influence Over the Operating and Financial
Policies of the Investee". The EITF concluded that an investor should only apply
the equity method of accounting when it has investments in either common stock
or in-substance common stock of a corporation, provided that the investor has
the ability to exercise significant influence over the operating and financial
policies of the investee. The EITF defined in-substance common stock as an
investment that has risk and reward characteristics that are substantially
similar to common stock.

EITF 02-14 is effective for reporting periods beginning after September 15,
2004. For investments that are in-substance common stock but that were not
accounted for under the equity method prior to the consensus, the effect of
adoption should be reported as a change in accounting principle. For investments
that are not common stock or in-substance common stock but that were accounted
for under the equity method of accounting prior to the consensus, the equity
method of accounting should be discontinued prospectively from the date of
adoption and the investor should evaluate whether the investment should be
prospectively accounted for under SFAS No. 115 "Accounting for Certain
Investments in Debt and Equity Securities" or the cost method under APB Opinion
No. 18, "The Equity Method of Accounting for Investments in Common Stock". The
adoption of this standard is not expected to have a material impact on the
Company's consolidated financial condition or results of operations.

FSP 106-2

In May 2004, the FASB issued FSP FAS No. 106-2, "Accounting and Disclosure
Requirements Related to the Medicare Prescription Drug, Improvement and
Modernization Act of 2003" ("FSP 106-2"), which provides guidance on accounting
for the effects of the Medicare Prescription Drug, Improvement and Modernization
Act of 2003 ("the Act"). The Act introduces (1) a prescription drug benefit
under Medicare and (2) a federal subsidy to sponsors of retiree health care
benefit plans that provide a benefit that is at least "actuarially equivalent"
to Medicare Part D. The FASB concluded that the subsidy should be treated as an
actuarial gain pursuant to SFAS No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions". FSP 106-2 is effective for the
first interim period or annual period beginning after June 15, 2004. If the
effect of the Act is not considered a significant event, the effects of the Act
should be incorporated in the next measurement of plan assets and obligations.
The Hartford has determined that it will be entitled to the subsidy. The
Hartford does not consider the impact of adoption of the Act to have a
significant impact on net periodic postretirement benefit cost or accumulated
postretirement benefit obligation and will include the effects of the Act in the
Hartford's next scheduled re-measurement, January 1, 2005. Hartford Life's
employees are included in The Hartford's postretirement benefits plan, and as
such, the postretirement benefits expenses are allocated to the Company by The
Hartford.

EITF 03-1

In March 2004, the EITF reached a final consensus on Issue 03-1, "The Meaning of
Other-Than-Temporary Impairment and Its Application to Certain Investments".
EITF 03-1 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.

                                       10

<PAGE>

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 Loans and Certain
Debt Securities Acquired in a Transfer". EITF 03-1 does not replace the
impairment guidance for investments accounted for under EITF Issue 99-20,
"Recognition of Interest Income and Impairments on Purchased and Retained
Beneficial Interests in Securitized Financial Assets", however, investors will
be required to determine if a security is other-than-temporarily impaired under
EITF 03-1 if the security is determined not to be impaired under EITF 99-20. The
disclosure provisions of EITF 03-1 adopted by the Company effective December 31,
2003 and included in Note 3 of the Notes to Consolidated Financial Statements
included in Hartford Life's 2003 Form 10-K Annual Report will prospectively
include securities subject to EITF 99-20.

In addition to the disclosure requirements adopted by the Company effective
December 31, 2003, the final consensus of EITF 03-1 included additional
disclosure requirements that are effective for fiscal years ending after June
15, 2004. The impairment evaluation and recognition guidance in EITF 03-1 will
be applied prospectively for all relevant current and future investments,
effective in reporting periods beginning after June 15, 2004. The Company
continues to assess the impact of the impairment evaluation and recognition
guidance in EITF 03-1 on the Company's consolidated financial condition and
results of operations. While certain provisions of EITF 03-1 require significant
judgment by management, the Company currently believes the most significant area
of potential impact will be related to certain asset-backed securities supported
by aircraft lease receivables that are currently accounted for under EITF 99-20.
The Company's gross unrealized loss related to these securities as of June 30,
2004 was approximately $56. The ultimate impairment recognized upon the adoption
of EITF 03-1, if any, will depend on market conditions and management's intent
and ability to hold securities with unrealized losses at the time of impairment
evaluation.

EITF 03-16

In March 2004, the EITF reached a final consensus on Issue 03-16, "Accounting
for Investments in Limited Liability Companies". EITF 03-16 will require
investors in limited liability corporations that have specific ownership
accounts to follow the equity method for investments that are more than minor
(e.g. greater than 3% ownership interest) as prescribed in SOP 78-9, "Accounting
for Investments in Real Estate Ventures", and EITF Topic No. D-46, "Accounting
for Limited Partnership Investments". Investors that do not have specific
ownership accounts or minor ownership interests should follow the significant
influence model prescribed in APB Opinion No. 18 for corporate investments. EITF
03-16 excludes securities that are required to be accounted for as debt
securities based on the guidance in paragraph 14 of SFAS No. 140, "Accounting
for Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities", and EITF 99-20. EITF 03-16 is effective for quarters beginning
after June 15, 2004 and should be applied as a change in accounting principle.
The adoption of this standard is not expected to have a material impact on the
Company's consolidated financial condition or results of operations.

2. DERIVATIVES AND HEDGING ACTIVITY

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 or (5) held for other investment and risk management activities, which
primarily involve managing asset or liability related risks which do not qualify
for hedge accounting under SFAS No. 133, "Accounting for Derivative Instruments
and Hedging Activities".

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 3 of Notes to Consolidated Financial Statements included in Hartford
Life's 2003 Form 10-K Annual Report.

                                       11

<PAGE>

The following table summarizes the notional amount and fair value of derivatives
by hedge designation as of June 30, 2004 and December 31, 2003. 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.

<TABLE>
<CAPTION>
                                                         June 30, 2004            December 31, 2003
                                                    ----------------------     -----------------------
                                                    Notional                   Notional
                                                     Amount     Fair Value      Amount      Fair Value
------------------------------------------------------------------------------------------------------
<S>                                                 <C>         <C>            <C>          <C>
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)
======================================================================================================
</TABLE>

The increase in notional amount since December 31, 2003 is primarily due to an
increase in embedded derivatives associated with guaranteed minimum withdrawal
benefit ("GMWB") product sales, and, to a lesser extent, derivatives transferred
to the general account as a result of the adoption of SOP 03-1 and new hedging
strategies. The decrease in the net fair value of derivative instruments since
December 31, 2003 was primarily due to the rise in interest rates during the
second quarter of 2004, and by derivatives transferred to the general account
pursuant to the adoption of SOP 03-1, partially offset by the increase in
derivatives associated with GMWB.

Due to the adoption of SOP 03-1, derivatives previously included in separate
accounts were reclassified into various other balance sheet classifications. On
January 1, 2004, the notional amount and net fair value of derivative
instruments reclassified totaled $2.9 billion and $(71), respectively. As of
June 30, 2004, $22 of the derivatives were reported in other investments, $103
in other liabilities, and $5 of embedded derivatives in fixed maturities in the
condensed consolidated balance sheets. Management's objective with regard to the
reclassified derivatives along with the notional amount and net fair value as of
June 30, 2004 are as follows:

<TABLE>
<CAPTION>
                                                                                                           NOTIONAL
HEDGING STRATEGY                                                                                            AMOUNT    FAIR VALUE
--------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                       <C>         <C>
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         (103)
FAIR VALUE HEDGES
   Interest rate 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)
================================================================================================================================
</TABLE>

In addition to the derivatives transferred to the general account as a result of
the adoption of SOP 03-1, during the first quarter of 2004, the Company entered
into a series of interest rate swap agreements with a combined notional value of
$350 to hedge a portion of the Company's floating rate guaranteed investment
contracts. These swaps have been designated as cash flow hedges, with the
objective of hedging changes in the benchmark interest rate (LIBOR), and were
structured to offset the payments associated with the guaranteed investment
contracts. As of June 30, 2004, the notional amount and net fair value of these
swaps totaled $350 and $13, respectively.

During the six months ended June 30, 2004, the Company entered into credit
default swap agreements in which the Company pays a derivative counterparty a
periodic fee in exchange for compensation from the counterparty should a credit
event occur on the part of the referenced security issuer. The Company entered
into these agreements as an efficient means to reduce credit exposure to the
specified issuers. As of June 30, 2004, the notional amount and net fair value
of these swaps totaled $534 and less than $1, respectively.

                                       12

<PAGE>

During the second quarter of 2004, the Company also entered into a series of
forward starting swap agreements to hedge interest rate exposure on anticipated
fixed-rate asset purchases and anticipated variable cash flows on floating rate
assets due to changes in the benchmark interest rate (LIBOR). These swaps have
been designated as cash flow hedges and were structured to hedge interest rate
exposure inherent in the assumptions used to price primarily certain long-term
disability products. As of June 30, 2004, the notional amount and net fair value
of these swaps totaled $720 and $(22), respectively.

Periodically the Company enters into interest rate swap agreements to terminate
existing swaps in hedging relationships, thereby offsetting the prospective
changes in value in the original swap. During the second quarter of 2004, the
Company cash settled both the original and offsetting swap agreements, resulting
in a reduction in notional amount of approximately $3.2 billion from December
31, 2003. No net realized gain or loss was recorded as a result of the
settlement.

The Company offers certain variable annuity products with a GMWB rider. As of
June 30, 2004 and December 31, 2003, $12.5 billion, or 53%, and $6.2 billion, or
36%, respectively, of account value with the GMWB feature was unreinsured. In
order to minimize the volatility associated with the unreinsured GMWB
liabilities, the Company has established an alternative 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 total notional amount of derivative contracts purchased to hedge the GMWB
exposure, as of June 30, 2004 and December 31, 2003, was $1.9 billion and $544,
respectively, and net fair value was $79 and $21, respectively. For the second
quarter and six months ended June 30, 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, the net effect of which was a gain of $6 and $4,
respectively, before deferred policy acquisition costs and tax effects.

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

<TABLE>
<CAPTION>
                                    June 30, 2004         December 31, 2003
                              -----------------------  -----------------------
                                            Liability                Liability
                              Asset Values   Values    Asset Values   Values
------------------------------------------------------------------------------
<S>                           <C>           <C>        <C>           <C>
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
==============================================================================
</TABLE>

For the second quarter and six months ended June 30, 2004 and 2003, the
Company's gross gains and losses representing the total ineffectiveness of all
fair value and net investment hedges were less than $1, with the net impact
reported as net realized capital gains and losses. For the second quarter and
six months ended June 30, 2004, the Company recorded a net loss due to
ineffectiveness on cash flow hedges of $3, after-tax, primarily associated with
interest rate swap hedges, in net realized capital gains and losses. For the
second quarter and six months ended June 30, 2003, the cash flow hedge
ineffectiveness was less than $1.

The total change in value for other derivative-based strategies which do not
qualify for hedge accounting treatment, including the periodic net coupon
settlements, are reported as net realized capital gains and losses in the
condensed consolidated statements of income. For the second quarter and six
months ended June 30, 2004, the Company recognized an after-tax net gain of $14
and $21, respectively, for derivative-based strategies which do not qualify for
hedge accounting treatment. For the second quarter and six months ended June 30,
2003, the after-tax net gain was $1 and $5, respectively.

As of June 30, 2004, the after-tax deferred net gains on derivative instruments
in accumulated other comprehensive income ("AOCI") that are expected to be
reclassified to earnings during the next twelve months are $11. 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 or 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 fixed maturities) is twenty-four months. For the second quarter
and six months ended June 30, 2004 and 2003, there were no reclassifications
from AOCI to earnings resulting from the discontinuance of cash flow hedges.

The net investment hedge of the Japanese Life operation was established in the
fourth quarter of 2003. The after-tax amount of net gain (loss) included in the
foreign currency cumulative translation adjustment associated with the net
investment hedge was less than $1 and $(3) as of June 30, 2004 and December 31,
2003, respectively.

                                       13

<PAGE>

3. DEATH BENEFITS AND OTHER INSURANCE BENEFIT FEATURES

The Company sells variable annuity contracts, through separate accounts, that
offer various guaranteed death benefits. The Company currently reinsures a
significant portion of these death benefit guarantees associated with its
in-force block of business. Upon adoption of SOP 03-1, the Company recorded a
liability for GMDB and other benefits sold with variable annuity products of
$225 and a related reinsurance recoverable asset of $108. As of June 30, 2004,
the liability from GMDB and other benefits sold with variable annuity products
was $212 with a related reinsurance recoverable asset of $92. The net GMDB
liability is established by estimating the expected value of net reinsurance
costs and net death benefits in excess of the projected account balance and
recognizing the excess death benefits and net reinsurance costs ratably over the
accumulation period based on total expected assessments. The determination of
the GMDB liability and related reinsurance recoverable is based on models that
involve a range of scenarios and assumptions, including those regarding expected
market rates of return and volatility, contract surrender rates and mortality
experience. The assumptions used are consistent with those used in determining
estimated gross profits for purposes of amortizing deferred acquisition costs.

The following table provides details concerning GMDB exposure for the Retail
Products Group which comprises substantially all of the GMDB exposure:

<TABLE>
<CAPTION>
BREAKDOWN OF VARIABLE ANNUITY ACCOUNT VALUE BY GMDB                               NET AMOUNT AT    RETAINED NET
TYPE                                                             ACCOUNT VALUE         RISK       AMOUNT AT RISK
                                                                 -------------    -------------   --------------
<S>                                                              <C>              <C>             <C>
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
================================================================================================================
</TABLE>

[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.

The Individual Life segment sells universal life-type contracts with certain
secondary guarantees, such as a guarantee that the policy will not lapse, even
if the account value is reduced to zero, as long as the policyholder makes
scheduled premium payments. The cumulative effect on net income upon recording
liabilities for secondary guarantees, in accordance with SOP 03-1, was not
material. Currently there is diversity in industry practice and inconsistent
guidance surrounding the application of SOP 03-1 to universal life-type
contracts. An AICPA task force has been convened to develop guidance surrounding
the methodology for determining reserves for universal life-type contracts and
the related secondary guarantees. This may result in an adjustment to the
cumulative effect of adopting SOP 03-1 and could impact future earnings.

4. SEPARATE ACCOUNT PRESENTATION

Hartford Life's maintains separate account assets and liabilities, which are
reported at fair value. Separate account assets are segregated from other
investments and investment income and gains and losses accrue directly to the
policyholder. See Note 3 for a discussion of death benefit guarantees offered in
variable annuity contracts sold through separate accounts. The fees earned for
administrative and contract holder maintenance services performed for these
separate accounts are included in fee income. During 2004, there were no gains
or losses on transfers of assets from the general account to the separate
account. The Company had recorded certain market value adjusted ("MVA") fixed
annuity products and modified guarantee life insurance (primarily the Company's
Compound Rate Contract ("CRC") and associated assets) as separate account assets
and liabilities through December 31, 2003. Notwithstanding the market value
adjustment feature in this product, all of the investment performance of the
separate account assets is not being passed to the contract

                                       14

<PAGE>

holder, and it therefore, does not meet the conditions for separate account
reporting under SOP 03-1. Separate account assets and liabilities related to CRC
of $11 billion were reclassified to, and revalued in, the general account upon
adoption of SOP 03-1.

Prior to the adoption of SOP 03-1 the Company had also recorded its variable
annuity products offered in Japan in separate account assets and liabilities
through December 31, 2003. These assets are not legally insulated from general
creditors and therefore did not meet the conditions for separate account
reporting under SOP 03-1. On January 1, 2004, separate account assets and
liabilities in Japan of $6.2 billion were reclassified to the general account
with no change in value. The investment assets were recorded at fair value in a
trading securities portfolio. As of June 30, 2004, due to strong sales of Japan
variable annuity products and positive performance of the Japanese equity
markets these assets had increased to $9.3 billion.

5. SALES INDUCEMENTS

The Company currently offers enhanced crediting rates or bonus payments to
contract holders on certain of its individual and group annuity products.
Through December 31, 2003, the expense associated with offering certain of these
bonuses was deferred and amortized over the contingent deferred sales charge
period. Others were expensed as incurred. Effective January 1, 2004, upon
adopting SOP 03-1, the expense associated with offering a bonus is deferred and
amortized over the life of the related contract in a pattern consistent with the
amortization of deferred policy acquisition costs. Also, effective January 1,
2004, amortization expense associated with expenses previously deferred is
recorded over the remaining life of the contract rather than over the contingent
deferred sales charge period. Changes in deferred sales inducement activity were
as follows:

<TABLE>
<CAPTION>
                                              SECOND QUARTER ENDED  SIX MONTHS ENDED
                                                  JUNE 30, 2004      JUNE 30, 2004
                                              --------------------  ----------------
<S>                                           <C>                   <C>
Balance, beginning of period                         $ 225               $ 198

Sales inducements deferred                              30                  63

Amortization charged to income                          (6)                (12)
                                                     -----               -----
Balance at June 30, 2004                             $ 249               $ 249
                                                     =====               =====
</TABLE>

6. GOODWILL AND OTHER INTANGIBLE ASSETS

Effective January 1, 2002, the Company adopted SFAS No. 142, "Goodwill and Other
Intangible Assets", and accordingly ceased all amortization of goodwill. As of
June 30, 2004 and December 31, 2003, the carrying amount of goodwill for the
Company's Retail Products segment was $150 and the Company's Other segment was
$646.

The following table shows the Company's acquired intangible assets that continue
to be subject to amortization and aggregate amortization expense. Except for
goodwill, the Company has no material intangible assets with indefinite useful
lives.

<TABLE>
<CAPTION>
                                               AS OF JUNE 30, 2004               AS OF DECEMBER 31, 2003
                                           ----------------------------        ---------------------------
                                            GROSS          ACCUMULATED          GROSS          ACCUMULATED
                                           CARRYING            NET             CARRYING           NET
AMORTIZED INTANGIBLE ASSETS                 AMOUNT         AMORTIZATION         AMOUNT        AMORTIZATION
----------------------------------------------------------------------------------------------------------
<S>                                        <C>             <C>                 <C>            <C>
Present value of future profits              $652              $135              $658              $115
----------------------------------------------------------------------------------------------------------
TOTAL                                        $652              $135              $658              $115
==========================================================================================================
</TABLE>

Net amortization expense for the second quarter ended June 30, 2004 and 2003 was
$12 and $9, respectively. Net amortization expense for the six months ended June
30, 2004 and 2003 was $20 and $14, respectively.

On December 31, 2003, the Company acquired CNA Financial Corporation's group
life and accident, and short-term and long-term disability businesses for $485
in cash. The purchase price paid on December 31, 2003 was based on September 30,
2003 statutory surplus. During the second quarter of 2004, the purchase price
was finalized for $543 in cash based on the actual statutory surplus at December
31, 2003. The Company continues to integrate this acquisition and obtain the
information necessary to finalize the initial estimates in purchase accounting.
The Company expects to finalize those initial fair value estimates within the
one year allocation period, ending December 31, 2004.

The Company has agreed to offer over 40,000 London Pacific Life and Annuity
Company ("London Pacific") deferred annuity customers, representing
approximately $1.5 billion in account value, the opportunity to exchange to a
Hartford Life Insurance Company contract in the third quarter of 2004. Hartford
Life Insurance Company will also assume approximately 6,000 immediate annuities
and

                                       15

<PAGE>
2,000 universal life policies from London Pacific pursuant to orders entered by
the Wake County Superior Court of North Carolina. The transactions are expected
to be completed in three separate blocks between July 2004 and March 2005.

Estimated future net amortization expense for the succeeding five years is as
follows:

<TABLE>
<CAPTION>
FOR THE YEAR ENDING DECEMBER 31,
-------------------------------------------------
<S>                                       <C>
                  2004                    $    40
                  2005                    $    34
                  2006                    $    32
                  2007                    $    30
                  2008                    $    28
-------------------------------------------------
</TABLE>

7. COMMITMENTS AND CONTINGENCIES

LITIGATION

Hartford Life is or may become involved in various legal actions, some of which
assert claims for substantial amounts. These actions may include, among others,
putative state and federal class actions seeking certification of a state or
national class. The Company 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 the provisions made for
potential losses and costs of defense, will not be material to the consolidated
financial position 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.

REGULATORY DEVELOPMENTS

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. The Company
has received requests for information and subpoenas from the Securities and
Exchange Commission ("SEC"), a subpoena from the New York Attorney General's
Office, and requests for information from the Connecticut Securities and
Investments Division of the Department of Banking, in each case requesting
documentation and other information regarding various mutual fund regulatory
issues. The Company continues to respond to requests for documents and
information from representatives from the SEC's Office of Compliance Inspections
and Examinations in connection with their ongoing compliance examinations
regarding market timing and late trading, revenue sharing and directed
brokerage, fees, fund service providers and transfer agents, and other mutual
fund-related issues. In addition, the SEC's Division of Enforcement has
commenced an investigation of the Company's variable annuity and mutual fund
operations. The Company continues to cooperate fully with the SEC and other
regulatory agencies.

The Company's mutual funds are available for purchase by the separate accounts
of different variable 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 Company with
respect to certain owners of older variable annuity products, the Company's
ability to restrict transfers by these owners is limited.

A number of companies have announced settlements of enforcement actions with
various regulatory agencies, primarily the SEC and the New York Attorney
General's Office. While no such action has been initiated against the Company,
it is possible that the SEC or one or more other regulatory agencies may pursue
action against the Company in the future. If such an action is brought, it could
have a material effect on the Company.

Like numerous other insurance carriers, The Hartford has received a subpoena
from the New York Attorney General's Office in connection with its inquiry into
compensation arrangements between brokers and carriers. The Hartford is
cooperating with the inquiry. Consistent with long-standing and wide-spread
industry practice, The Hartford makes incentive compensation payments to brokers
that may be based on the volume, growth and/or profitability of business placed
with The Hartford. The Hartford expects the independent brokers with whom we
work to comply with all applicable laws, including any concerning the disclosure
of compensation arrangements. At this early stage, it is too soon to tell what
impact, if any, the investigation will have on The Hartford.

On August 9, 2004, the Financial Services Agency, the Company's primary
regulator in Japan, issued draft regulations concerning new reserving
methodologies and Solvency Margin Ratio ("SMR") standards for variable annuity
contracts. The draft regulations are subject to a 30 day comment period. The
industry and Institute of Actuaries of Japan ("IAJ") have been consulting with
the regulators on the development of the new methodologies and SMR standards.
The final regulations, which may or may not reflect changes proposed by the
industry, the IAJ or others during the comment period, are expected to become

                                       16

<PAGE>
effective in April 2005. Although the new reserve methodologies and SMR
standards would only apply to capital requirements for Japanese regulatory
purposes, it is likely that the Company would need to provide additional capital
to support its Japanese operations, which would lower the Company's return on
invested capital for this business. Management is still evaluating the impact of
the draft regulations on the Company's Japanese operations. At this time, it is
not possible to predict the final form of any reserve methodology or SMR
standard changes.

TAX MATTERS

The Company's Federal income tax returns are routinely audited by the Internal
Revenue Service ("IRS"). The Company is currently under audit for the 1998-2001
tax years. Although there has been no agreement reached between the Company and
the IRS at this time, the amount of tax related to the separate account
dividends-received deduction ("DRD") that is under discussion for all open years
could result in a benefit to the Company's financial position and future results
of operations. There can be no assurances that such an agreement will be
reached. (For further discussion of the Company's separate account DRD, see Note
14 of Notes to Consolidated Financial Statements included in the Company's 2003
Form 10-K Annual Report.) Management believes that adequate provision has been
made in the financial statements for any potential assessments that may result
from tax examinations and other tax-related matters for all open tax years.

8. DEBT

<TABLE>
<CAPTION>
SHORT-TERM DEBT                             June 30, 2004      December 31, 2003
                                            ------------------------------------
<S>                                         <C>                <C>
Related Party Debt                          $         --          $       305
Current maturities of long-term debt                  --                  200
--------------------------------------------------------------------------------
TOTAL SHORT-TERM DEBT                       $         --          $       505
================================================================================
</TABLE>

<TABLE>
<CAPTION>
LONG-TERM DEBT                              June 30, 2004      December 31, 2003
--------------------------------------------------------------------------------
<S>                                         <C>                <C>
   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
================================================================================
</TABLE>

On January 30, 2004, the Company received a capital contribution in the form of
cash of $305 from The Hartford which was used by the Company to fund the payment
and settlement of the related party note agreements totaling $305 with The
Hartford.

In March 2004, the Company received a capital contribution of $200 from The
Hartford which was used, with additional available cash, to redeem, at par, on
March 15, 2004, $250 million aggregate principal amount of its 7.20 percent
Junior Subordinated Deferrable Interest Debentures, due June 30, 2038,
underlying the 7.20 percent Trust Preferred Securities, Series A, originally
issued by Hartford Life Capital Trust I. The redemption price was $25 per share,
plus accumulated and unpaid distributions thereon to March 15, 2004, in the
amount of $0.30 per share. The Company recorded a $7, before-tax, expense for
the unamortized costs associated with these preferred securities in the first
quarter of 2004.

On June 15, 2004, the Company received a capital contribution of $100 from The
Hartford which was used, with additional available cash, to repay $200 of 6.9%
senior notes at maturity.

SHELF REGISTRATION

On May 15, 2001, the Company filed with the SEC a shelf registration statement
for the potential offering and sale of up to $1.0 billion in debt and preferred
securities. The registration statement was declared effective on May 29, 2001.
As of June 30, 2004, HLI had $1.0 billion remaining on its shelf.

JUNIOR SUBORDINATED DEBENTURES

The Hartford and the Company have formed statutory business trusts ("The
Hartford Trusts "), which exist for the exclusive purposes of (i) issuing Trust
Securities representing undivided beneficial interests in the assets of the
Trust; (ii) investing the gross proceeds of the Trust Securities in Junior
Subordinated Deferrable Interest Debentures ("Junior Subordinated Debentures")
of The Hartford or the Company; and (iii) engaging in only those activists
necessary or incidental thereto. The Hartford may enter into guarantees with
respect to the preferred securities of any of The Hartford Trusts.

                                       17

<PAGE>

COMMERCIAL PAPER

Hartford Life has a commercial paper program, which allows it to borrow up to a
maximum amount of $250 in short-term commercial paper notes. As of June 30,
2004, the Company had no outstanding borrowings under the program. In addition,
the Company's Japanese operation, Hartford Life Insurance KK, has a $18 line of
credit with a Japanese bank. As of June 30, 2004, the Company had no outstanding
borrowings under either facility.

9.  TRANSACTIONS WITH AFFILIATES

For a description of transactions with affiliates, see Note 15 of Notes to
Consolidated Financial Statements included in Hartford Life's 2003 Form 10-K
Annual Report.

10.  SEGMENT INFORMATION

The Company has changed its reportable operating segments from Investment
Products, Individual Life, Group Benefits and Corporate Owned Life Insurance
("COLI") to Retail Products Group ("Retail"), Institutional Solutions Group
("Institutional"), Individual Life and Group Benefits. Retail offers individual
variable and fixed annuities, mutual funds, retirement plan products and
services to corporations under Section 401(k) plans and other investment
products. Institutional primarily offers retirement plan products and services
to municipalities under Section 457 plans, other institutional investment
products and private placement life insurance. Individual Life sells a variety
of life insurance products, including variable universal life, universal life,
interest sensitive whole life and term life insurance. Group Benefits sells
group insurance products, including group life and group disability insurance as
well as other products, including medical stop loss and supplementary medical
coverages to employers and employer sponsored plans, accidental death and
dismemberment, travel accident and other special risk coverages to employers and
associations. Hartford Life also includes in an Other category its international
operations, which are primarily located in Japan and Brazil; net realized
capital gains and losses other than periodic net coupon settlements on
non-qualifying derivatives and net realized capital gains and losses related to
guaranteed minimum withdrawal benefits; corporate items not directly allocated
to any of its reportable operating segments; and intersegment eliminations.
Periodic net coupon settlements on non-qualifying derivatives and net realized
capital gains and losses related to guaranteed minimum withdrawal benefits are
reflected in each applicable segment in net realized capital gains and losses.

The accounting policies of the reportable operating segments are the same as
those described in "Basis of Presentation and Accounting Policies" in Note 2 in
the Company's 2003 Form 10-K Annual Report. Hartford Life evaluates performance
of its segments based on revenues, net income and the segment's return on
allocated capital. The Company charges direct operating expenses to the
appropriate segment and allocates the majority of indirect expenses to the
segments based on an intercompany expense arrangement. Intersegment revenues
primarily occur between corporate and the operating segments. These amounts
primarily include interest income on allocated surplus, interest charges on
excess separate account surplus, the allocation of net realized capital gains
and losses, and the allocation of credit risk charges. The Company's revenues
are primarily derived from customers within the United States. The Company's
long-lived assets primarily consist of deferred policy acquisition costs and
deferred tax assets from within the United States. The following tables present
summarized financial information concerning the Company's segments. Segment
information for the previous period has been restated to reflect the change in
composition of reportable operating segments.

                                       18

<PAGE>

<TABLE>
<CAPTION>
                          Retail        Institutional
                         Products         Solutions         Individual          Group
JUNE 30, 2004              Group            Group              Life            Benefits            Other             Total
--------------------------------------------------------------------------------------------------------------------------
<S>                      <C>            <C>                 <C>                <C>                <C>               <C>
SECOND QUARTER ENDED
Total revenues            $  764            $  434            $  252            $1,000            $  194            $2,644
Net income                   128                28                37                48                14               255
--------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                          Retail        Institutional
                         Products         Solutions         Individual          Group
JUNE 30, 2003              Group            Group              Life            Benefits            Other             Total
--------------------------------------------------------------------------------------------------------------------------
<S>                      <C>            <C>                 <C>                <C>                <C>               <C>
SECOND QUARTER ENDED
Total revenues            $  533            $  470            $  240            $  638            $   81            $1,962
Net income                   121                29                36                35                22               243
--------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                          Retail        Institutional
                         Products         Solutions         Individual          Group
JUNE 30, 2004              Group            Group              Life            Benefits            Other             Total
--------------------------------------------------------------------------------------------------------------------------
<S>                      <C>            <C>                 <C>                <C>                <C>               <C>
SIX MOINTHS ENDED
Total revenues            $1,527            $  876            $  506            $2,004            $  789            $5,702
Net income                   235                56                70                95                57               513
--------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                          Retail        Institutional
                         Products         Solutions         Individual          Group
JUNE 30, 2003              Group            Group              Life            Benefits            Other             Total
--------------------------------------------------------------------------------------------------------------------------
<S>                      <C>            <C>                 <C>                <C>                <C>               <C>
SIX MOINTHS ENDED
Total revenues            $1,011            $  892            $  484            $1,305            $   56            $3,748
Net income (loss)            198                60                68                69               (26)              369
--------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       19

<PAGE>

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 June 30, 2004,
compared with December 31, 2003, and its results of operations for the second
quarter and six months ended June 30, 2004 compared with the equivalent period
in 2003. This discussion should be read in conjunction with the MD&A included in
the Company's 2003 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
difficulty in predicting the Company's potential exposure for 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 uncertain effect on the Company of the Jobs and Growth Tax Relief
Reconciliation Act of 2003, in particular the reduction in tax rates on
long-term capital gains and most dividend distributions; 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, 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.

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

<TABLE>
<CAPTION>
INDEX
------------------------------------------------------------------
<S>                                                             <C>
Critical Accounting Estimates                                   20
Consolidated Results of Operations - Operating Summary          21
Retail Products Group                                           23
Institutional Solutions Group                                   24
Individual Life                                                 25
Group Benefits                                                  26
Investments                                                     26
Investment Credit Risk                                          30
Capital Markets Risk Management                                 35
Capital Resources and Liquidity                                 36
Accounting Standards                                            40
</TABLE>

CRITICAL ACCOUNTING 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: deferred policy acquisition costs and present value of future
profits; investments; reserves 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.

                                       20

<PAGE>

DEFERRED POLICY ACQUISITION COSTS AND PRESENT VALUE OF FUTURE PROFITS

Policy acquisition costs, which include commissions and certain other expenses
that vary with and are primarily associated with acquiring business, are
deferred and amortized over the estimated lives of the contracts, usually 20
years. These deferred costs, together with the present value of future profits
of acquired business, are recorded as an asset commonly referred to as deferred
policy acquisition costs and present value of future profits ("DAC"). At June
30, 2004 and December 31, 2003, the carrying value of the Company's Life
operations' DAC was $7.1 billion and $6.6 billion, respectively. For statutory
accounting purposes, such costs are expensed as incurred.

The Company has developed sophisticated modeling capabilities 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 gross profits or "EGPs". This range was then compared to the present value of
EGPs currently utilized in the DAC amortization model. As of June 30, 2004, 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 June 30, 2004
is necessary; however, if in the future the EGPs utilized in the DAC
amortization model were to exceed 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 30% or
less from June 30 levels for the balance of 2004, or 20% or less over the next
twelve months, and if certain other assumptions that are implicit in the
computations of the EGPs are achieved. For further discussion of these
assumptions, see the Critical Accounting Estimates section of the Company's 2003
Form 10-K Annual Report under the heading "Deferred Policy Acquisition Costs and
Present Value of Future Profits".

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 June 30,
2004. If the Company assumed a 9% average long-term rate of growth from June 30,
2004 forward along with other appropriate assumption changes in determining the
revised EGPs, the Company estimates the cumulative increase to amortization
would be approximately $3-$7, 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 $32-$35, after-tax. Assuming that such an adjustment was
to have been required, the Company anticipates that there would have been
immaterial impacts on its DAC amortization for the 2004 and 2005 years exclusive
of the adjustment, and that there would have been positive earnings effects in
later years. Any such adjustment would not affect statutory income or surplus,
due to the prescribed accounting for such amounts that is discussed above.

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 June 30, 2004, the Company believed variable annuity
separate account assets could fall by at least 45% before portions of its DAC
asset would be unrecoverable.

OTHER CRITICAL ACCOUNTING ESTIMATES

There have been no material changes to the Company's critical accounting
estimates regarding reserves for future policy benefits and other policyholder
funds; investments; and commitments and contingencies since the filing of the
Company's 2003 Form 10-K Annual Report.

CONSOLIDATED RESULTS OF OPERATIONS

ORGANIZATIONAL STRUCTURE

The Company has changed its reportable operating segments from Investment
Products, Individual Life, Group Benefits and Corporate Owned Life Insurance
("COLI") to Retail Products Group ("Retail"), Institutional Solutions Group
("Institutional"), Individual Life and Group Benefits. Retail offers individual
variable and fixed annuities, mutual funds, retirement plan products and
services to corporations under Section 401(k) plans and other investment
products. Institutional primarily offers retirement plan products and services
to municipalities under Section 457 plans, other institutional investment
products and private placement life insurance. Individual Life sells a variety
of life insurance products, including variable universal life, universal life,
interest sensitive whole life and term life insurance. Group Benefits sells
group insurance products, including group life and group disability insurance as
well as other products, including medical stop loss and supplementary medical
coverages to employers and employer sponsored plans, accidental death and
dismemberment, travel accident and other special risk coverages to employers and
associations. The Company also includes,

                                       21

<PAGE>

in an Other category, its international operations, which are primarily located
in Japan and Brazil; net realized capital gains and losses other than periodic
net coupon settlements on non-qualifying derivatives and net realized capital
gains and losses related to guaranteed minimum withdrawal benefits; corporate
items not directly allocated to any of its reportable operating segments; and
intersegment eliminations. Periodic net coupon settlements on non-qualifying
derivatives and net realized capital gains and losses related to guaranteed
minimum withdrawal benefits are reflected in each applicable segment in net
realized capital gains and losses.

<TABLE>
<CAPTION>
                                                                          SECOND QUARTER ENDED             SIX MONTHS
                                                                                JUNE 30,                     JUNE 30,
                                                                       --------------------------------------------------------
OPERATING SUMMARY                                                       2004     2003    CHANGE     2004      2003       CHANGE
-------------------------------------------------------------------------------------------------------------------------------
<S>                                                                   <C>      <C>      <C>      <C>       <C>          <C>
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%)         -        64     (100%)
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%)        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 accounting change, net of tax [2]                    --       --       --         (23)       --       NM
-------------------------------------------------------------------------------------------------------------------------------
   NET INCOME                                                         $  255   $  243        5%   $    513  $    369       39%
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>

[1]   With the adoption of SOP 03-1, certain annuity products were required to
      be accounted for in the general account. This change in accounting
      resulted in increases of $299 and $948 in net investment income and
      increases of $250 and $854 in benefits, claims and claim adjustment
      expenses for the second quarter and six months ended June 30, 2004,
      respectively.

[2]   For the six months ended June 30, 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 for the second quarter of 2004 compared to
2003 due primarily to net income increases in Group Benefits, Retail and
international operations, partially offset by lower realized capital gains. (See
the Investments section for further discussion of investment results and related
realized capital gains.) Net income in the Group Benefits segment increased due
to earned premiums and net investment income growth, primarily resulting from
the Company's acquisition of the group life and accident, and short-term and
long-term disability businesses of CNA Financial Corporation ("CNA
Acquisition"). Net income in the Retail segment increased, principally driven by
growth in the variable annuity and mutual fund businesses as a result of
increasing assets under management. Partially offsetting the increase in the
Retail segment was lower spread income on market value adjusted ("MVA") fixed
annuities due to the adoption of SOP 03-1. Net income for the international
operations, which is included in the other category, increased over the
comparable prior year period primarily driven by the increase in assets under
management of the Japan annuity business. Japan's assets under management have
grown to $9.3 billion at June 30, 2004 from $3.1 billion at June 30, 2003.

For the six months ended June 30, 2004 compared to 2003, net income increased
primarily due to higher net realized capital gains, higher net income in the
Retail segment, Group Benefits segment and international operations as discussed
in the previous paragraph. Partially offsetting the positive earnings drivers
for the six months ended June 30, 2004 was the cumulative effect of the
accounting change from the Company's adoption of SOP 03-1. The adoption of SOP
03-1 also resulted in certain changes in presentation in the Company's financial
statements, including reporting of the spreads on the Company's MVA fixed
annuities and variable annuity products offered in Japan on a gross basis in net
investment income and benefits expense. Exclusive of the cumulative effect,
overall application of SOP 03-1 resulted in an immaterial reduction in net
income. (For further discussion of the impact of the Company's adoption of SOP
03-1 see Note 1 of Notes to Condensed Consolidated Financial Statements).

                                       22

<PAGE>

RETAIL PRODUCTS GROUP

<TABLE>
<CAPTION>
OPERATING SUMMARY                                                       SECOND QUARTER ENDED            SIX MONTHS ENDED
                                                                              JUNE 30,                      JUNE 30,
                                                                       ------------------------------------------------------
                                                                        2004    2003   CHANGE     2004      2003       CHANGE
-----------------------------------------------------------------------------------------------------------------------------
<S>                                                                    <C>     <C>     <C>      <C>       <C>          <C>
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%
=============================================================================================================================
</TABLE>

<TABLE>
<CAPTION>
                                                                         JUNE 30,    JUNE 30,
                                                                           2004        2003          CHANGE
-----------------------------------------------------------------------------------------------------------
<S>                                                                      <C>         <C>             <C>
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%
===========================================================================================================
</TABLE>

[1]   For the six months ended June 30, 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 for the second quarter and six months
ended June 30, 2004, principally driven by significant growth in the assets
under management within the variable annuity and mutual fund businesses. The
Company uses assets under management as an internal performance measure.
Relative profitability of the Retail segment is highly correlated to the growth
in assets under management since the segment generally earns fee income on a
daily basis on its assets under management. Assets under management are driven
by the performance of the equity markets and net flows. Net flows are comprised
of new sales less surrenders, death benefits and annuitizations of 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.

Fee income generated by the variable annuity operation increased, as average
account values were higher in the second quarter and six months ended June 30,
2004 compared to the respective prior year periods. The increase in average
account values can be attributed to equity market growth of $11.0 billion and
net flows of $7.8 billion over the past four quarters. The Company uses the S&P
500 Index as an indicator for evaluating market returns of the underlying
account portfolios, more specifically the average daily value of the S&P 500,
which rose by approximately 17% from June 30, 2003 to June 30, 2004. Another
contributing factor to the increase in fee income was the mutual fund business.
Mutual fund assets under management increased 40% principally due to equity
market growth of $3.4 billion and net sales of $3.2 billion over the past four
quarters.

Partially offsetting the positive earnings drivers discussed above was a
decrease in net income in the individual fixed annuity business, higher
amortization of deferred policy acquisition costs, and higher income tax
expense. The decrease in the individual fixed annuity business was attributed to
a lower investment spread from the market value adjusted fixed annuity product
for the second quarter and six months ended June 30, 2004 as compared to the
comparable prior year periods. In addition, with the adoption of SOP 03-1, the
Company includes the investment return from the product in net investment income
and includes interest credited to contract holders in the benefits, claims and
claim adjustment expenses line in the income statement rather than reporting the
net spread in fee income and other. Additionally, the ratio of DAC amortization
to gross profits for the individual annuity business (defined as amortization of
deferred policy acquisition costs as a percentage of income before taxes and
amortization of deferred policy acquisition costs) was slightly higher for the
second quarter and six months ended June 30, 2004 as compared to the comparable
prior year periods, which

                                       23

<PAGE>
resulted in lower net income. Income tax expense was higher for the second
quarter and the six months ended June 30, 2004 due primarily to higher income
earned by the segment and the $20 tax benefit recorded in the second quarter of
2003 related to the change in estimate of the dividends received deduction
reported during 2002. In addition, partially offsetting the earnings growth for
the six months ended June 30, 2004 compared to the prior year period was the
cumulative effect of the accounting change from the Company's adoption of the
SOP 03-1 recorded in the first quarter of 2004.

INSTITUTIONAL SOLUTIONS GROUP

<TABLE>
<CAPTION>
                                                                        SECOND QUARTER ENDED            SIX MONTHS ENDED
                                                                              JUNE 30,                     JUNE 30,
                                                                       ------------------------------------------------------
OPERATING SUMMARY                                                       2004   2003    CHANGE     2004      2003       CHANGE
-----------------------------------------------------------------------------------------------------------------------------
<S>                                                                    <C>    <C>      <C>      <C>       <C>          <C>
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%)
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                                                   JUNE 30,   JUNE 30,
                                                                                     2004      2003         CHANGE
------------------------------------------------------------------------------------------------------------------
<S>                                                                                <C>        <C>           <C>
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%
==================================================================================================================
</TABLE>

[1]   For the six months ended June 30, 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 for the second quarter and six months ended June 30, 2004 decreased
as a result of lower income from the institutional business, which includes
structured settlements and institutional annuities, and the private placement
life insurance business. Lower net income in the institutional business was due
primarily to lower spread income as a result of the lower interest rates and
slightly higher insurance operating costs for the second quarter and six months
ended June 30, 2004 as compared to the respective prior year periods. In
addition, the institutional business contributed lower earnings for the six
months ended June 30, 2004 compared to the same period in 2003 due to favorable
mortality experience in 2003. Private placement life insurance also experienced
lower net income for the second quarter and six months ended June 30, 2004
primarily as a result of lower revenues earned due to the 20% decline in
leveraged COLI account values, which resulted from surrenders that occurred in
2003. Partially offsetting these declines was higher income from the
governmental business for the second quarter and six months ended June 30, 2004.
This increase was primarily attributable to higher revenues earned from the
growth in the average account values as a result of positive net flows and
market appreciation since the second quarter of 2003.

                                       24

<PAGE>

INDIVIDUAL LIFE

<TABLE>
<CAPTION>
                                                                        SECOND QUARTER ENDED            SIX MONTHS ENDED
                                                                              JUNE 30,                     JUNE 30,
                                                                       ------------------------------------------------------
OPERATING SUMMARY                                                       2004   2003    CHANGE     2004      2003       CHANGE
-----------------------------------------------------------------------------------------------------------------------------
<S>                                                                    <C>    <C>      <C>      <C>       <C>          <C>
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%
=============================================================================================================================
</TABLE>

[1]   For the six months ended June 30, 2004, represents the cumulative impact
      of the Company's adoption of SOP 03-1.

Net income in the Individual Life segment increased slightly for the second
quarter and six months ended June 30, 2004 as compared to the respective prior
year periods. These increases were primarily driven by growth in account values
and life insurance in force and favorable equity market conditions. The impact
of this growth was partially offset by higher mortality costs in the current
year. However, the increased mortality costs reduced the amount of amortization
of deferred policy acquisition costs recorded during the second quarter and six
months ended June 30, 2004. Net investment income increased primarily due to the
adoption of SOP 03-1 in the first quarter of 2004, which resulted in increases
in net investment income and benefits, claims and claim adjustment expenses for
the segment's Modified Guarantee Life Insurance product, which was formerly
classified as a separate account product.

                                       25

<PAGE>

GROUP BENEFITS

<TABLE>
<CAPTION>
OPERATING SUMMARY                                                    SECOND QUARTER ENDED          SIX MONTHS ENDED
                                                                           JUNE 30,                    JUNE 30,
                                                                  --------------------------------------------------------
                                                                   2004   2003    CHANGE     2004      2003       CHANGE
--------------------------------------------------------------------------------------------------------------------------
<S>                                                               <C>    <C>      <C>      <C>       <C>          <C>
Earned premiums and other                                        $  906   $  573       58%   $  1,821  $  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%
==========================================================================================================================
</TABLE>

Net income in the Group Benefits segment increased for the second quarter and
six months ended June 30, 2004 as compared to the respective prior year periods
due to earned premium growth and net investment income growth, both in the
pre-acquisition Group Benefits business as well as the result of the CNA
Acquisition. The increase in earned premiums was driven by sales (excluding
buyouts) of $104 and $445 for the second quarter and six months ended June 30,
2004, representing increases of 13% and 42%, respectively, over sales reported
in the comparable prior year periods, and favorable persistency. Although
benefits, claims and claim adjustment expenses increased, 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% for both the
second quarter and six months ended June 30, 2004, down from 79% and 80% for the
comparable periods of 2003, respectively, which contributed favorably to net
income. Partially offsetting these favorable items were higher commissions due
to higher sales and premiums previously discussed. Additionally, operating costs
increased due to the growth in the segment and the CNA Acquisition. Consistent
with the increase in commissions and operating costs, the segment's ratio of
insurance operating costs and other expenses to premiums and other
considerations (excluding buyouts) increased to 27% and 28% for the second
quarter and six months ended June 30, 2004, respectively, from 25% and 24% for
the comparable prior year periods, respectively. As part of the CNA Acquisition,
a larger block of affinity business is now included in the Group Benefits
segment. This business typically has lower expected loss ratios and higher
expected commission ratios than other products within the business. Due to this
change in business mix, the segment, as expected, has a lower loss ratio and
higher commission ratio than in 2003.

INVESTMENTS

GENERAL

The investment portfolios are managed based on the underlying characteristics
and nature of each operating segment's respective liabilities and within
established risk parameters. (For further discussion of Hartford Life's approach
to managing risks, see the Investment Credit Risk section.)

The investment portfolios are managed by Hartford Investment Management Company
and its affiliates ("Hartford Investment Management"), a wholly-owned subsidiary
of The Hartford. Hartford Investment Management is responsible for monitoring
and managing the asset/liability profile, establishing investment objectives and
guidelines, and determining, within specified risk tolerances and investment
guidelines, the appropriate asset allocation, duration, convexity and other
characteristics of the portfolios. Security selection and monitoring are
performed by asset class specialists working within dedicated portfolio
management teams.

Pursuant to the adoption of SOP 03-1, as discussed in Notes 1 and 4 of Notes to
Condensed Consolidated Financial Statements, on January 1, 2004, the Company
reclassified $17.9 billion of separate account assets to the general account. Of
this amount, $11.7 billion was associated with guaranteed separate accounts and
was primarily comprised of fixed maturities. These assets are classified as
available-for-sale securities with changes in fair value reported in other
comprehensive income. The remaining $6.2 billion is primarily comprised of
equity securities related to variable annuity products offered in Japan. These
assets are classified as trading securities with changes in fair value reported
in net investment income.

Return on 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

                                       26

<PAGE>

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 33% and 29% of the
Company's consolidated revenues for the second quarter ended June 30, 2004 and
2003, respectively. For the six months ended June 30, 2004 and 2003, net
investment income and net realized capital gains and losses accounted for
approximately 38% and 27%, respectively, of the Company's consolidated revenues.
The increase in the percentage of consolidated revenues for the second quarter
and six months ended June 30, 2004, as compared to the respective prior year
periods, is primarily due to income earned on separate account assets
reclassified to the general account as a result of the adoption of SOP 03-1.

Fluctuations in interest rates affect the Company's return on, and the fair
value of, fixed maturity investments, which comprised approximately 78% and 91%
of the fair value of its invested assets as of June 30, 2004 and December 31,
2003, 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.

The Company invests in private placement securities, mortgage loans and limited
partnership arrangements in order to further diversify its investment portfolio.
These investment types comprised approximately 18% and 19% of the fair value of
its invested assets as of June 30, 2004 and December 31, 2003, respectively.
These security types are typically less liquid than direct investments in
publicly traded fixed income or equity investments. However, generally these
securities have higher yields to compensate for the liquidity risk.

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 further discussion, see the Company's discussion of the
evaluation of other-than-temporary impairments in Critical Accounting Estimates
under the "Valuation of Investments and Derivative Instruments" section in
Hartford Life's 2003 Form 10-K Annual Report.)

The primary investment objective of the Company is to maximize after-tax returns
consistent with acceptable risk parameters, including the management of the
interest rate sensitivity of invested assets and the generation of sufficient
liquidity relative to that of policyholder and corporate obligations.

The following table identifies the Company's invested assets by type as of June
30, 2004 and December 31, 2003.

<TABLE>
<CAPTION>
                                       COMPOSITION OF INVESTED ASSETS
---------------------------------------------------------------------------------------------------------------------------
                                                                                      JUNE 30, 2004      DECEMBER 31, 2003
                                                                                   -------------------  -------------------
                                                                                    AMOUNT     PERCENT   AMOUNT     PERCENT
---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                <C>         <C>      <C>         <C>
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%
===========================================================================================================================
</TABLE>

Fixed maturity investments and equity securities held for trading increased 28%
and 100%, respectively, since December 31, 2003, primarily the result of fixed
maturities and equity securities that were reclassified from separate accounts
to the general account as a result of the adoption of SOP 03-1. The increase in
fixed maturity investments was partially offset by a decline in market prices
primarily due to an increase in long-term interest rates during the second
quarter of 2004.

Mortgage loans increased $386, or 83%, since December 31, 2003 as a result of a
decision to increase investment in this asset class primarily due to its
attractive yields and diversification opportunities.

                                       27

<PAGE>

INVESTMENT RESULTS

The following table summarizes the Company's investment results.

<TABLE>
<CAPTION>
                                                                        SECOND QUARTER ENDED        SIX MONTHS ENDED
                                                                              JUNE 30,                  JUNE 30,
                                                                        --------------------      --------------------
(before-tax)                                                             2004         2003         2004         2003
----------------------------------------------------------------------------------------------------------------------
<S>                                                                     <C>          <C>          <C>          <C>
Net investment income - excluding income on policy loans and trading
securities [1]                                                          $   662      $   450      $ 1,323      $   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]                                        5.8%         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, net                                                         6           --            4           --
Other, net [4]                                                                9           (7)          11            2
                                                                        ----------------------------------------------
Net realized capital gains [1]                                          $    26      $    59      $   102      $    15
======================================================================================================================
</TABLE>

[1]   The prior periods reflect the reclassification of periodic net coupon
      settlements on non-qualifying derivatives from net investment income to
      net realized capital gains to conform to the current year presentation.

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

[3]   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, for the second
      quarter and six months ended June 30, 2004 and 2003, excluding trading
      securities and collateral received associated with the securities lending
      program.

[4]   Primarily consists of changes in fair value on non-qualifying derivatives
      and hedge ineffectiveness on qualifying derivative instruments as well as
      the amortization of deferred policy acquisition costs associated with
      realized capital gains.

For the second quarter and six months ended June 30, 2004, net investment
income, excluding income on policy loans and trading securities, increased $212,
or 47%, and $428, or 48%, respectively, compared to the respective prior year
periods. The increases in net investment income were primarily due to income
earned on a higher average invested assets base, as compared to the respective
prior year periods, partially offset by lower investment yields. The increase in
the average invested assets base, as compared to the prior year periods, was
primarily the result of separate account assets reclassified to the general
account pursuant to the adoption of the SOP 03-1 and, to a lesser extent, assets
acquired in the CNA Acquisition and operating cash flows. Income earned on
separate account assets reclassified to the general account was $150 and $304
for the second quarter and six months ended June 30, 2004, respectively. Income
earned on assets acquired in the CNA Acquisition was $29 and $55 for the second
quarter and six months ended June 30, 2004, respectively.

For the six months ended June 30, 2004, the yield on average invested assets
decreased from the respective prior year period as a result of lower rates on
new investment purchases 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 second quarter and six
months ended June 30, 2004 of approximately 4.7%, before-tax, continues to be
below the average portfolio yield.

Net realized capital gains for the second quarter ended June 30, 2004 decreased
by $33 compared to the respective prior year period, primarily the result of
lower net realized gains on sales of fixed maturity securities in 2004,
partially offset by lower other-than-temporary impairments. Net realized capital
gains for the six months ended June 30, 2004 improved by $87 compared to the
respective prior year period primarily due to lower other-than-temporary
impairments. (For further discussion of other-than-temporary impairments, see
the Other-Than-Temporary Impairments commentary in this section of the MD&A.)

Gross gains on sales for the second quarter and six months ended June 30, 2004
were primarily within fixed maturities and were the result of decisions to
reposition the portfolio primarily due to the spread tightening in certain
sectors and changes in interest rates. Gross gains on sales of fixed maturity
investments were concentrated in the corporate, foreign government and
asset-backed securities ("ABS") sectors. The majority of the gains on sales in
the corporate and ABS sectors were the result of 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 primarily
to realize gains associated with the decline in value of the U.S. Dollar against
foreign currencies.

Gross losses on sales for the second quarter ended June 30, 2004 resulted
predominantly from sales of U.S. government and government agencies securities,
corporate securities and commercial mortgage-backed securities ("CMBS") that
were in an unrealized loss position primarily due to changes in long-term
interest rates.

                                       28

<PAGE>

Realized gains on sales for the second quarter and six months ended June 30,
2003 primarily resulted from portfolio rebalancing of securities that had
appreciated in value due to historically low interest rates.

OTHER-THAN-TEMPORARY IMPAIRMENTS

For the second quarter and six months ended June 30, 2004 , total
other-than-temporary impairments were $4 and $12, respectively, as compared with
$17 and $84, respectively, for the comparable periods in 2003.

The following table identifies the Company's other-than-temporary impairments by
type for the six months ended June 30, 2004 and 2003.

<TABLE>
<CAPTION>
                    OTHER-THAN-TEMPORARY IMPAIRMENTS BY TYPE
-------------------------------------------------------------------------------
                                                               SIX MONTHS ENDED
                                                                   JUNE 30,
                                                               ----------------
(BEFORE-TAX)                                                     2004   2003
                                                                 ----   ----
<S>                                                              <C>    <C>
ABS
  Corporate debt obligations ("CDOs")                             $ 4   $10
  Credit card receivables                                          --    12
  Other ABS                                                        --     4
-------------------------------------------------------------------------------
   Total ABS                                                        4    26
Commercial mortgages                                                3    --
CMBS                                                                1     4
Corporate
  Consumer non-cyclical                                            --     7
  Technology and communications                                    --     3
  Transportation                                                   --     7
  Other corporate                                                   3     4
-------------------------------------------------------------------------------
   Total corporate                                                  3    21
Equity                                                             --    21
Mortgage-backed securities ("MBS") - interest only securities       1    12
-------------------------------------------------------------------------------
TOTAL OTHER-THAN-TEMPORARY IMPAIRMENTS                            $12   $84
===============================================================================
</TABLE>

For the six months ended June 30, 2004, other-than-temporary impairments were
primarily comprised of ABS and commercial mortgages security types and were
recorded as a result of a deterioration of cash flows derived from the
underlying collateral of several securities.

The decrease in impairments in the second quarter and six months ended June 30,
2004, as compared to the respective prior year periods, is primarily a result of
an improvement in general economic conditions and operating fundamentals, and
improved pricing levels for ABS security types. In general, security issuers'
operating fundamentals have improved due to reduced company leverage, improved
liquidity and successfully implementing various cost cutting measures.
Improvement in pricing levels for ABS has been driven by a general stabilization
in the performance of the underlying collateral and an increase in demand for
these asset types due to improved economic and operating fundamentals of the
underlying security issuers, better market liquidity and attractive yields.

Impairments during the six months ended June 30, 2003 were primarily driven by
increasing default rates and lower recovery rates on collateral supporting
certain ABS security types and the decline in value of several corporate debt
securities as a result of deteriorating earnings forecasts, debt restructuring
issues and accounting irregularities. Impairments were also incurred as a result
of the deterioration in the transportation sector, specifically issuers of
airline debt, due to a significant decline in airline travel. Additionally,
other-than-temporary impairments were recorded on various diversified mutual
funds and interest only securities.

The favorable other-than-temporary impairments trend will depend on continued
strong economic fundamentals, political stability and collateral performance.
(For further discussion of risk factors associated with sectors with significant
unrealized loss positions, see the sector risk factor commentary under the Total
Available-for-Sale Securities with Unrealized Loss Greater than Six Months by
Type schedule in the Investment Credit Risk section of the MD&A.)

                                       29

<PAGE>

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.

Please refer to the Investment Credit Risk section of the MD&A in Hartford
Life's 2003 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 stockholder's equity.

The following table identifies fixed maturity securities by type as of June 30,
2004 and December 31, 2003.

<TABLE>
<CAPTION>
                                                       FIXED MATURITIES BY TYPE
-----------------------------------------------------------------------------------------------------------------------------------

                                              JUNE 30, 2004                                      DECEMBER 31, 2003
                           --------------------------------------------------  ----------------------------------------------------
                                                                      PERCENT                                               PERCENT
                                                                        OF                                                    OF
                                                                       TOTAL                                                 TOTAL
                           AMORTIZED UNREALIZED UNREALIZED    FAIR     FAIR    AMORTIZED  UNREALIZED UNREALIZED    FAIR       FAIR
                              COST     GAINS      LOSSES      VALUE    VALUE      COST      GAINS      LOSSES     VALUE      VALUE
-----------------------------------------------------------------------------------------------------------------------------------
<S>                        <C>       <C>        <C>         <C>       <C>      <C>        <C>        <C>        <C>         <C>
ABS                        $   5,628  $     87   $   (86)   $  5,629    11.8%  $   5,397  $     113  $    (101) $    5,409    11.0%
CMBS                           8,296       312       (79)      8,529    17.8%      7,757        432        (21)      8,168    16.6%
Collateralized mortgage
  obligation ("CMO")             901        11        (4)        908     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
     communications            3,682       243       (50)      3,875     8.1%      3,771        382        (11)      4,142     8.5%
   Transportation                576        28        (6)        598     1.3%        633         43         (3)        673     1.4%
   Utilities                   2,161       135       (28)      2,268     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         30         (4)      1,126     2.3%
MBS - agency                   1,608        14       (13)      1,609     3.4%      2,145         32         (2)      2,175     4.4%
Municipal
   Taxable                       632        10       (28)        614     1.3%        401         14         (7)        408     0.9%
   Tax-exempt                  2,081       113       (13)      2,181     4.6%      1,850        168         (1)      2,017     4.1%
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%
====================================================================================================================================
</TABLE>

[1]   Effective January 1, 2004, guaranteed separate account assets were
      included with general account assets as a result of adopting SOP 03-1.

The Company's fixed maturity gross unrealized gains decreased $866 and gross
unrealized losses increased $280 from December 31, 2003 to June 30, 2004,
primarily due to an increase in long-term interest rates and, to a lesser
extent, credit spread widening and sales of securities in a gain position.
During the six months ended June 30, 2004, the ten year U.S. treasury rate
increased approximately 35 basis points and to more than 100 basis points from
its low in June 2003, largely the result of continued economic growth evidenced
by an increase in capacity utilization, employment growth and continued strong
consumer spending. At the June 30, 2004 Federal Open Market Committee policy
meeting, the overnight funds rate was raised a quarter point to 1.25%. The Fed
members signaled that interest rates will continue to rise at a measured pace as
long as inflation risks remain stable.

                                       30

<PAGE>

Investment allocations as a percentage of total fixed maturities have remained
materially consistent since December 31, 2003, except for CMBS and MBS-agency.
CMBS increased as a result of a decision to increase the Company's investment in
the asset class due to its stable spreads, high quality and attractive yields.
The decrease in MBS-agency holdings was the result of an effort to reduce
exposure to prepayment risk resulting from the decline in interest rates during
the first quarter of 2004.

(For further discussion of risk factors associated with sectors with significant
unrealized loss positions, see the sector risk factor commentary under the Total
Available-for-Sale Securities with Unrealized Loss Greater than Six Months by
Type schedule in this section of the MD&A.)

The following table identifies fixed maturities by credit quality, as of June
30, 2004 and December 31, 2003. The ratings referenced below are based on the
ratings of a nationally recognized rating organization or, if not rated,
assigned based on the Company's internal analysis of such securities.

<TABLE>
<CAPTION>
                                                  FIXED MATURITIES BY CREDIT QUALITY
---------------------------------------------------------------------------------------------------------------------------------
                                                                   JUNE 30, 2004                          DECEMBER 31, 2003
                                                         ---------------------------------  -------------------------------------
                                                                                PERCENT OF                             PERCENT OF
                                                         AMORTIZED              TOTAL FAIR  AMORTIZED                  TOTAL FAIR
                                                           COST     FAIR VALUE    VALUE       COST      FAIR VALUE        VALUE
---------------------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>        <C>         <C>         <C>         <C>            <C>
United States Government/Government agencies              $ 3,350    $ 3,345        7.0%     $ 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%
=================================================================================================================================
</TABLE>

[1]   Effective January 1, 2004, guaranteed separate account assets were
      included with general account assets as a result of adopting SOP 03-1.

As of June 30, 2004 and December 31, 2003, greater than 95% of the fixed
maturity portfolio was invested in short-term securities or securities rated
investment grade (BBB and above).

The following table presents the Below Investment Grade ("BIG") fixed maturities
by type, as of June 30, 2004 and December 31, 2003.

<TABLE>
<CAPTION>
                                                     BIG FIXED MATURITIES BY TYPE
---------------------------------------------------------------------------------------------------------------------------------
                                                                   JUNE 30, 2004                          DECEMBER 31, 2003
                                                         ---------------------------------  -------------------------------------
                                                                                PERCENT OF                             PERCENT OF
                                                         AMORTIZED              TOTAL FAIR  AMORTIZED                  TOTAL FAIR
                                                           COST     FAIR VALUE    VALUE       COST      FAIR VALUE        VALUE
---------------------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>        <C>         <C>         <C>         <C>            <C>
ABS                                                       $   215    $   200       10.2%     $   259      $   234          9.9%
CMBS                                                           90         94        4.8%         117          120          5.0%
Corporate
  Basic industry                                              221        229       11.8%         243          255         10.7%
  Capital goods                                                93         93        4.8%         102          106          4.4%
  Consumer cyclical                                           206        216       11.1%         273          295         12.3%
  Consumer non-cyclical                                       201        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                               237        250       12.9%         291          346         14.5%
  Transportation                                               13         12        0.6%          38           40          1.7%
  Utilities                                                   313        315       16.2%         357          368         15.4%
Foreign government                                            195        207       10.7%         173          195          8.2%
Other                                                          24         24        1.3%          19           20          0.8%
---------------------------------------------------------------------------------------------------------------------------------
TOTAL FIXED MATURITIES                                    $ 1,907    $ 1,943      100.0%     $ 2,259      $ 2,386        100.0%
=================================================================================================================================
Total general account fixed maturities                                                       $ 1,513      $ 1,604         67.2%
Total guaranteed separate account fixed maturities [1]                                       $   746      $   782         32.8%
=================================================================================================================================
</TABLE>

[1]   Effective January 1, 2004, guaranteed separate account assets were
      included with general account assets as a result of adopting SOP 03-1.

                                       31

<PAGE>

As of June 30, 2004 and December 31, 2003, the Company held no issuer of a BIG
security with a fair value in excess of 3% and 4%, respectively, of the total
fair value for BIG securities. Total BIG securities decreased since December 31,
2003 as a result of decisions to reduce exposure to lower credit quality assets
and re-invest in investment grade securities.

The following table presents the Company's unrealized loss aging for total fixed
maturity and equity securities classified as available-for-sale, as of June 30,
2004 and December 31, 2003, by length of time the security was in an unrealized
loss position.

<TABLE>
<CAPTION>
                                     UNREALIZED LOSS AGING OF TOTAL AVAILABLE-FOR-SALE SECURITIES
-------------------------------------------------------------------------------------------------------------------------------
                                                                 JUNE 30, 2004                        DECEMBER 31, 2003
                                                     ------------------------------------  ------------------------------------
                                                      AMORTIZED      FAIR      UNREALIZED   AMORTIZED       FAIR      UNREALIZED
                                                         COST        VALUE        LOSS        COST         VALUE         LOSS
-------------------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>          <C>          <C>         <C>          <C>           <C>
Three months or less                                 $   13,896   $   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)
===============================================================================================================================
</TABLE>

[1]   Effective January 1, 2004, guaranteed separate account assets were
      included with general account assets as a result of adopting SOP 03-1.

The increase in the unrealized loss amount since December 31, 2003 is primarily
the result of an increase in long-term interest rates, partially offset by
slightly improved pricing levels for ABS securities and, to a lesser extent,
asset sales. (For further discussion, see the economic commentary under the
Fixed Maturities by Type table in this section of the MD&A.)

As of June 30, 2004 and December 31, 2003, fixed maturities represented $510, or
97%, and $230, or 95%, of the Company's total unrealized loss associated with
securities classified as available-for-sale, respectively. There were no fixed
maturities as of June 30, 2004 or December 31, 2003 with a fair value less than
80% of the security's amortized cost basis for six continuous months other than
certain asset-backed and commercial mortgage-backed securities.
Other-than-temporary impairments for certain asset-backed and commercial
mortgage-backed securities are recognized if the fair value of the security, as
determined by external pricing sources, is less than its carrying amount and
there has been a decrease in the present value of the expected cash flows since
the last reporting period. There were no asset-backed or commercial
mortgage-backed securities included in the table above, as of June 30, 2004 and
December 31, 2003, for which management's best estimate of future cash flows
adversely changed during the reporting period. As of June 30, 2004 and December
31, 2003, no asset-backed or commercial mortgage-backed securities had an
unrealized loss in excess of $14 and $15, respectively. (For further discussion
of the other-than-temporary impairments criteria, see "Valuation of Investments
and Derivative Instruments" included in the Critical Accounting Estimates
section of the MD&A and in Note 2 of Notes to Consolidated Financial Statements
both of which are included in Hartford Life's 2003 Form 10-K Annual Report.)

The Company held no securities of a single issuer that were at an unrealized
loss position in excess of 4% and 7% of the total unrealized loss amount as of
June 30, 2004 and December 31, 2003, respectively.

The total securities classified as available-for-sale in an unrealized loss
position for longer than six months by type as of June 30, 2004 and December 31,
2003 are presented in the following table.

                                       32

<PAGE>

<TABLE>
<CAPTION>
                      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
------------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>         <C>         <C>         <C>         <C>         <C>       <C>         <C>
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%
====================================================================================================================================
</TABLE>

[1]   Effective January 1, 2004, guaranteed separate account assets were
      included with general account assets as a result of adopting SOP 03-1.

The securities in an unrealized loss position for six months or more as of June
30, 2004 and December 31, 2003, were primarily ABS securities supported by
aircraft lease receivables and corporate fixed maturities primarily within the
financial services sector. The Company's current view of risk factors relative
to these fixed maturity types is as follows:

AIRCRAFT LEASE RECEIVABLES -- The increase in the unrealized loss position from
December 31, 2003 to June 30, 2004 was primarily the result of recent rating
agency downgrades for certain issuers in this sector, partially offset by an
upward trend and stabilization of prices of other aircraft lease receivables
securities. This trend is primarily due to a modest improvement on certain
aircraft lease rates, driven by greater demand for aircraft as a result of
increased airline travel. In prior periods, these securities had suffered a
considerable decrease in value as a result of a prolonged decline in airline
travel and the uncertainty of a potential industry recovery. While the Company
has seen modest price increases and greater liquidity in this sector during
2004, any additional price recovery will depend on continued improvement in
economic fundamentals, political stability and airline operating performance.

FINANCIAL SERVICES -- As of June 30, 2004, the Company held approximately fifty
different securities in the financial services sector that had been in an
unrealized loss position for greater than six months. These securities are
primarily investment grade with the majority priced at or greater than 90% of
amortized cost as of June 30, 2004. These positions are primarily variable rate
securities with extended maturity dates, which have been adversely impacted by
the reduction in forward interest rates, since the time of purchase, resulting
in lower expected cash flows. Unrealized loss amounts for these securities have
declined during the year as interest rates have risen. Additional changes in
fair value of these securities are primarily dependent on future changes in
interest rates.

As part of the Company's ongoing security monitoring process by a committee of
investment and accounting professionals, the Company has reviewed its investment
portfolio and concluded that there were no additional other-than-temporary
impairments as of June 30, 2004 and December 31, 2003. Due to the issuers'
continued satisfaction of the securities' obligations in accordance with their
contractual terms and the expectation that they will continue to do so,
management's intent and ability to hold these securities, as well as the
evaluation of the fundamentals of the issuers' financial condition and other
objective evidence, the Company believes that the prices of the securities in
the sectors identified above were temporarily depressed.

The evaluation for other-than-temporary impairments is a quantitative and
qualitative process, which is subject to risks and uncertainties in the
determination of whether declines in the fair value of investments are
other-than-temporary. The risks and uncertainties include changes in general
economic conditions, the issuer's financial condition or near term recovery
prospects and the effects of changes in interest rates. In addition, for
securitized financial assets with contractual cash flows (e.g. ABS and CMBS),
projections of expected future cash flows may change based upon new information
regarding the performance of the underlying collateral. As of June 30, 2004 and
December 31, 2003, management's expectation of the discounted future cash flows
on these securities was in excess of the associated securities' amortized cost.
(For further discussion, see "Valuation of Investments and Derivative
Instruments" included in the Critical Accounting Estimates section of MD&A and
in Note 2 of Notes to Consolidated Financial Statements both of which are
included in Hartford Life's 2003 Form 10-K Annual Report.)

                                       33

<PAGE>

The following table presents the Company's unrealized loss aging for BIG and
equity securities classified as available-for-sale, as of June 30, 2004 and
December 31, 2003.

<TABLE>
<CAPTION>
                                UNREALIZED LOSS 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
--------------------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>          <C>          <C>         <C>          <C>           <C>
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)
==============================================================================================================================
</TABLE>

[1]   Effective January 1, 2004, guaranteed separate account assets were
      included with general account assets as a result of adopting SOP 03-1.

Similar to the increase in the Unrealized Loss Aging of Total Available-for-Sale
Securities table from December 31, 2003 to June 30, 2004, the increase in the
BIG and equity security unrealized loss amount for securities classified as
available-for-sale was primarily the result of an increase in long-term interest
rates, partially offset by slightly improved pricing levels for ABS securities
and, to a lesser extent, asset sales. (For further discussion, see the economic
commentary under the Fixed Maturities by Type table in this section of the
MD&A.)

The BIG and equity securities classified as available-for-sale in an unrealized
loss position for longer than six months by type as of June 30, 2004 and
December 31, 2003 are presented in the following table.

<TABLE>
<CAPTION>
                   AVAILABLE-FOR-SALE BIG AND EQUITY 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
------------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>         <C>         <C>         <C>         <C>         <C>       <C>         <C>
ABS and CMBS
  Aircraft lease receivables            $       35  $      17   $     (18)     41.9%    $       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%
================================================================================================================================
</TABLE>

[1]   Effective January 1, 2004, guaranteed separate account assets were include
      with general account assets as a result of adopting SOP 03-1.

The decrease in the available-for-sale BIG and equity securities greater than
six months unrealized loss amount since December 31, 2003 was primarily the
result of improved pricing levels for ABS securities supported by CDOs and
credit card receivables and, to a lesser extent, asset sales.

For additional discussion of the Company's current view of risk factors relative
to certain security types listed above, please refer to the Total
Available-for-Sale Securities with Unrealized Loss Greater Than Six Months by
Type table in this section of the MD&A.

                                       34

<PAGE>

CAPITAL MARKETS RISK MANAGEMENT

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

MARKET RISK

Hartford Life has material exposure to both interest rate and equity market
risk. The Company analyzes interest rate risk using various models including
multi-scenario cash flow projection models that forecast cash flows of the
liabilities and their supporting investments, including derivative instruments.
(For further discussion of market risk see the Capital Markets Risk Management
section of MD&A in Hartford Life's 2003 Form 10-K Annual Report.) There have
been no material changes in market risk exposures from December 31, 2003.

DERIVATIVE INSTRUMENTS

Hartford Life utilizes a variety of derivative instruments, including swaps,
caps, floors, forwards and exchange traded futures and options, in compliance
with Company policy and regulatory requirements 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. The Company does not make a
market or trade in these instruments for the express purpose of earning short
term trading profits. (For further discussion on Hartford Life's use of
derivative instruments, refer to Note 2 of Notes to Condensed Consolidated
Financial Statements.)

EQUITY RISK

The Company's operations are significantly influenced by changes in the equity
markets. The Company's profitability depends largely on the amount of assets
under management, which is primarily driven by the level of sales, equity market
appreciation and depreciation and the persistency of the in-force block of
business. Prolonged and precipitous declines in the equity markets can have a
significant impact on the Company's operations, as sales of variable products
may decline and surrender activity may increase, as customer sentiment towards
the equity market turns negative. Lower assets under management will have a
negative impact on the Company's financial results, primarily due to lower fee
income related to the Retail Products Group and Institutional Solutions Group
and, to a lesser extent, Individual Life segments, where a heavy concentration
of equity linked products are administered and sold. Furthermore, the Company
may experience a reduction in profit margins if a significant portion of the
assets held in the variable annuity separate accounts move to the general
account and the Company is unable to earn an acceptable investment spread,
particularly in light of the low interest rate environment and the presence of
contractually guaranteed minimum interest credited rates, which for the most
part are at a 3% rate.

In addition, prolonged declines in the equity market may also decrease the
Company's expectations of future gross profits, which are utilized to determine
the amount of DAC to be amortized in given financial statement period. A
significant decrease in the Company's estimated gross profits would require the
Company to accelerate the amount of DAC amortization in a given period,
potentially causing a material adverse deviation in that period's net income.
Although an acceleration of DAC amortization would have a negative impact on the
Company's earnings, it would not affect the Company's cash flow or liquidity
position.

Additionally, the Retail Products Group segment sells variable annuity contracts
that offer various guaranteed death benefits. For certain guaranteed death
benefits, the Company pays the greater of (1) the account value at death; (2)
the sum of all premium payments less prior withdrawals; or (3) the maximum
anniversary value of the contract, plus any premium payments since the contract
anniversary, minus any withdrawals following the contract anniversary. For
certain guaranteed death benefits sold with variable annuity contracts beginning
in June of 2003, the Company pays the greater of (1) the account value at death;
or (2) the maximum anniversary value; not to exceed the account value plus the
greater of (a) 25% of premium payments, or (b) 25% of the maximum anniversary
value of the contract. The Company currently reinsures a significant portion of
these death benefit guarantees associated with its in-force block of business.
The Company maintains a liability for the death benefit costs, net of
reinsurance, of $120, as of June 30, 2004. Declines in the equity market may
increase the Company's net exposure to death benefits under these contracts.

The Retail Product Group segment's total gross exposure (i.e. before
reinsurance) to these guaranteed death benefits as of June 30, 2004 is $10.1
billion. Due to the fact that 80% of this amount is reinsured, the net exposure
is $2.0 billion. This amount is often referred to as the net amount at risk.
However, the Company will incur these guaranteed death benefit payments in the
future only if the policyholder has an in-the-money guaranteed death benefit at
their time of death.

                                       35

<PAGE>

In addition, the Company offers certain variable annuity products with a GMWB
rider. Declines in the equity market may increase the Company's exposure to
benefits under the GMWB contracts. For all contracts in effect through July 6,
2003, the Company entered into a reinsurance arrangement to offset its exposure
to the GMWB for the remaining lives of those contracts. As of July 6, 2003, the
Company exhausted all but a small portion of the reinsurance capacity for new
business under the current arrangement and will be ceding only a very small
number of new contracts subsequent to July 6, 2003. Substantially all new
contracts with the GMWB are not covered by reinsurance. These unreinsured
contracts are expected to generate volatility in net income as the underlying
embedded derivative liabilities are recorded at fair value each reporting
period, resulting in the recognition of net realized capital gains or losses in
response to changes in certain critical factors including capital market
conditions and policyholder behavior. In order to minimize the volatility
associated with the unreinsured GMWB liabilities, the Company established an
alternative risk management strategy. During the third quarter of 2003, the
Company began hedging its unreinsured GMWB exposure using interest rate futures,
Standard and Poor's ("S&P") 500 and NASDAQ index options and futures contracts.
During the first quarter of 2004, the Company entered into Europe, Australsia
and Far East ("EAFE") Index swaps to hedge GMWB exposure to international equity
markets. The hedging program involves a detailed monitoring of policyholder
behavior and capital markets conditions on a daily basis and rebalancing of the
hedge position as needed. While the Company actively manages this hedge
position, hedge ineffectiveness may result due to factors including but not
limited to policyholder behavior, capital markets dislocation or discontinuity
and divergence between the performance of the underlying funds and the hedging
indices.

The net impact of the change in value of the embedded derivative, net of the
results of the hedging program was a $4 gain before deferred policy acquisition
costs and tax effects for the six months ended June 30, 2004.

INTEREST RATE RISK

The Company believes that the moderate increase in interest rates from the
levels prevailing in the first quarter of 2004 is generally a favorable
development for the Company. The rate increases are expected to provide
additional net investment income, increased sales of fixed rate investment
products, reduce the cost of the GMWB hedging program, limit the potential risk
of margin erosion due to minimum guaranteed crediting rates in certain products
and, if sustained through the end of 2004, could reduce the Company's
prospective pension expense. Conversely, a rise in interest rates will reduce
the net unrealized gain position of the investment portfolio, increase interest
expense on the Company's variable rate debt obligations and, if long-term
interest rates rise dramatically within a six to twelve month time period,
certain businesses may be exposed to disintermediation risk. Disintermediation
risk refers to the risk that policyholders will surrender their contracts in a
rising interest rate environment requiring the Company to liquidate assets in an
unrealized loss position. To help mitigate disintermediation risk, the Company
analyzes interest rate risk using various models including multi-scenario cash
flow projections that forecast cash flows of the liabilities and their
supporting investments, including derivative instruments. Measures used by the
Company to quantify its exposure to interest rate risk inherent in its invested
assets and interest rate sensitive liabilities are duration and key rate
duration. In conjunction with the interest rate risk measurement and management
techniques, significant portions of fixed income product offerings have market
value adjustment provisions at contract surrender.

The Company believes that a gradual rise in interest rates should increase net
investment income and sales of fixed rate investment products while the
potential adverse consequences of increased rates, primarily the reduction of
the investment portfolio's net unrealized gain and disintermediation risk, is
mitigated by the Company's disciplined asset liability management techniques and
product design.

CAPITAL RESOURCES AND LIQUIDITY

Capital resources and liquidity represent the overall financial strength of the
Company and its ability to generate strong cash flows from each of the business
segments, borrow funds at competitive rates and raise new capital to meet
operating and growth needs.

LIQUIDITY REQUIREMENTS

The liquidity requirements of the Company 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 are premiums and investment income, while investing cash flows
originate from maturities and sales of invested assets.

The Company endeavors to maintain a capital structure that provides financial
and operational flexibility to its insurance subsidiaries, ratings that support
its competitive position in the financial services marketplace (see the Ratings
section below for further discussion), and strong shareholder returns. As a
result, the Company may from time to time raise capital from the issuance of
debt or other capital securities. The issuance of debt or other capital
securities could result in the dilution of shareholder interests or reduced net
income due to additional interest expense.

Hartford Life is a holding company which relies upon operating cash flow in the
form of dividends from its subsidiaries, which enables the Company to service
debt, pay dividends to its parent, and pay certain business expenses.

Dividends to Hartford Life, Inc. from its direct subsidiary, Hartford Life and
Accident Insurance Company ("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

                                       36

<PAGE>

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. The insurance holding company laws of the
other jurisdictions in which the Company's insurance subsidiaries are
incorporated (or deemed commercially domiciled) generally contain similar
(although in certain instances somewhat more restrictive) limitations on the
payment of dividends. Through July 31, 2004, the Company's insurance
subsidiaries had paid $297 to the Company and are permitted to pay up to a
maximum of approximately $150 in dividends to the Company for the remainder of
2004 without prior approval from the applicable insurance commissioner.

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

SOURCES OF LIQUIDITY

Shelf Registrations

On May 15, 2001, the Company filed with the SEC a shelf registration statement
for the potential offering and sale of up to $1.0 billion in debt and preferred
securities. The registration statement was declared effective on May 29, 2001.
As of June 30, 2004, the Company had $1.0 billion remaining on its shelf.

Commercial Paper

Hartford Life has a commercial paper program, which allows it to borrow up to a
maximum amount of $250 in short term commercial paper notes. In addition, the
Company's Japanese operation, Hartford Life Insurance KK, has a $18 line of
credit with a Japanese bank. As of June 30, 2004, the Company had no outstanding
borrowings under either facility.

OFF-BALANCE SHEET ARRANGEMENTS AND AGGREGATE CONTRACTUAL OBLIGATIONS

There have been no material changes to the Company's off-balance sheet
arrangements and aggregate contractual obligations since the filing of the
Company's 2003 Form 10-K Annual Report.

CAPITALIZATION

The capital structure of Hartford Life as of June 30, 2004 and December 31, 2003
consisted of debt and equity, summarized as follows:

<TABLE>
<CAPTION>
                                                                            JUNE 30, 2004  DECEMBER 31, 2003
-----------------------------------------------------------------------------------------------------------
<S>                                                                         <C>            <C>
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%
-----------------------------------------------------------------------------------------------------------
</TABLE>

 [1] Includes junior subordinated debentures.

The Company's total capitalization decreased $72, or 1%, as of June 30, 2004, as
compared to December 31, 2003. The decrease was primarily the result of a
decrease in debt partially offset by an increase in stockholder's equity. The
increase in stockholder's equity, excluding net unrealized gains on securities,
was primarily due to capital contributions of $605 and net income of $513,
partially offset by dividends of $98. Net unrealized capital gains on
securities, net of tax, decreased $335, or 37%, as of June 30, 2004 as compared
to December 31, 2003. The decrease in unrealized gains is due primarily to an
increase in interest rates and credit spreads partially offset by the Company's
adoption of SOP 03-1, which resulted in a $292 cumulative effect on unrealized
gains on securities for the six months ended June 30, 2004 related to the
reclassification of investments from separate account assets to general account
assets.

                                       37

<PAGE>

DEBT

The following discussion describes the Company's debt financing activities for
the six months and second quarter ending 2004.

On June 15, 2004, the Company repaid $200 of 6.9% senior notes at maturity.

On March 15, 2004, the Company redeemed its 7.2% junior subordinated debentures
underlying the trust preferred securities issued by Hartford Life Capital I.

On January 30, 2004, the Company paid and settled the related party note
agreements totaling $305 with The Hartford.

For additional information regarding debt, see Note 8 of Notes to Consolidated
Financial Statements in Hartford Life's 2003 Form 10-K Annual Report.

DIVIDENDS

The Company declared $98 in dividends to Hartford Holdings, Inc. for the six
months ended June 30, 2004. Future dividend decisions will be based on, and
affected by, a number of factors, including the operating results and financial
requirements of the Company on a stand-alone basis and the impact of regulatory
restrictions.

CASH FLOWS

<TABLE>
<CAPTION>
                                               SIX MONTHS ENDED
                                                   JUNE 30,
                                             -------------------
                                               2004       2003
----------------------------------------------------------------
<S>                                          <C>         <C>
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
----------------------------------------------------------------
</TABLE>

The increase in cash provided by operating activities was primarily the result
of the timing of funds received for policyholder accounts, net of the activity
in the equity securities, held for trading purposes, and timing of the
settlement of receivables and payables for the six months ended June 30, 2004.
The decrease in cash used for investing activities for the six months ended June
30, 2004 as compared to the prior year period was primarily due to higher sales
and maturities of investments, partially offset by higher purchases of
investments. Net cash used for financing activities reflects net disbursements
from policyholders accounts related to investment and universal life contracts,
the shift in capital structure associated with debt repayments, and increased
dividends to shareholders. Operating cash flows in both periods have been more
than adequate to meet liquidity requirements.

EQUITY MARKETS

For a discussion of the equity markets impact to capital and liquidity, see the
Capital Markets Risk Management.

                                       38

<PAGE>

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 July 30, 2004:

<TABLE>
<CAPTION>
                                                                  STANDARD &
                                                A.M. BEST  FITCH    POOR'S     MOODY'S
--------------------------------------------------------------------------------------
<S>                                             <C>        <C>    <C>          <C>
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, 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
</TABLE>

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. Statutory
Surplus as of June 30,2004 and December 31, 2003 was $4.3 billion and $4.5
billion, respectively.

CONTINGENCIES

Regulatory Developments -- 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. The Company has received requests for information and
subpoenas from the Securities and Exchange Commission ("SEC"), a subpoena from
the New York Attorney General's Office, and requests for information from the
Connecticut Securities and Investments Division of the Department of Banking, in
each case requesting documentation and other information regarding various
mutual fund regulatory issues. The Company continues to respond to requests for
documents and information from representatives from the SEC's Office of
Compliance Inspections and Examinations in connection with their ongoing
compliance examinations regarding market timing and late trading, revenue
sharing and directed brokerage, fees, fund service providers and transfer
agents, and other mutual fund-related issues. In addition, the SEC's Division of
Enforcement has commenced an investigation of the Company's variable annuity and
mutual fund operations. The Company continues to cooperate fully with the SEC
and other regulatory agencies.

The Company's mutual funds are available for purchase by the separate accounts
of different variable 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 Company with
respect to certain owners of older variable annuity products, the Company's
ability to restrict transfers by these owners is limited.

A number of companies have announced settlements of enforcement actions with
various regulatory agencies, primarily the SEC and the New York Attorney
General's Office. While no such action has been initiated against the Company,
it is possible that the SEC or one or more other regulatory agencies may pursue
action against the Company in the future. If such an action is brought, it could
have a material effect on the Company.

Like numerous other insurance carriers, The Hartford has received a subpoena
from the New York Attorney General's Office in connection with its inquiry into
compensation arrangements between brokers and carriers. The Hartford is
cooperating with the inquiry. Consistent with long-standing and wide-spread
industry practice, The Hartford makes incentive compensation payments to brokers
that may be based on the volume, growth and/or profitability of business placed
with The Hartford. The Hartford expects the independent

                                       39

<PAGE>
brokers with whom we work to comply with all applicable laws, including any
concerning the disclosure of compensation arrangements. At this early stage, it
is too soon to tell what impact, if any, the investigation will have on The
Hartford.

On August 9, 2004, the Financial Services Agency, the Company's primary
regulator in Japan, issued draft regulations concerning new reserving
methodologies and Solvency Margin Ratio ("SMR") standards for variable annuity
contracts. The draft regulations are subject to a 30 day comment period. The
industry and Institute of Actuaries of Japan ("IAJ") have been consulting with
the regulators on the development of the new methodologies and SMR standards.
The final regulations, which may or may not reflect changes proposed by the
industry, the IAJ or others during the comment period, are expected to become
effective in April 2005. Although the new reserve methodologies and SMR
standards would only apply to capital requirements for Japanese regulatory
purposes, it is likely that the Company would need to provide additional capital
to support its Japanese operations, which would lower the Company's return on
invested capital for this business. Management is still evaluating the impact of
the draft regulations on the Company's Japanese operations. At this time, it is
not possible to predict the final form of any reserve methodology or SMR
standard changes.

For further information on other contingencies, see Note 14 of Notes to
Consolidated Financial Statements included in the Company's 2003 Form 10-K
Annual Report.

ACCOUNTING STANDARDS

For a discussion of accounting standards, see Note 1 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 adequate and effective for the purposes
set forth in the definition thereof in Exchange Act Rule 13a-15(e) as of June
30, 2004.

CHANGE IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There was no change in the Company's internal control over financial reporting
that occurred during the second quarter of 2004 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

Hartford Life is or may become involved in various legal actions, in the normal
course of its business, in which claims for alleged economic and punitive
damages have been or may be asserted, some for substantial amounts. Some of the
pending litigation has been filed as purported class actions and some actions
have been filed in certain jurisdictions that permit punitive damage awards that
are disproportionate to the actual damages incurred. Although there can be no
assurances, at the present time, the Company does not anticipate that the
ultimate liability arising from potential, pending or threatened legal actions,
after consideration of provisions made for estimated losses and costs of
defense, will have a material adverse effect on the financial condition or
operating results 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.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits - See Exhibit Index.

(b) Reports on Form 8-K: None

                                       40

<PAGE>

                                    SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                    HARTFORD LIFE, INC.

                                    /s/ Ernest M. McNeill Jr.
                                    ----------------------------------
                                    Ernest M. McNeill Jr.
                                    Vice President and Chief Accounting Officer

August 12, 2004

                                       41

<PAGE>

                      HARTFORD LIFE, INC. AND SUBSIDIARIES
                                    FORM 10-Q
                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2004
                                 EXHIBITS INDEX

<TABLE>
<CAPTION>
EXHIBIT #
---------
<S>          <C>
 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
</TABLE>

                                       42