AETNA LIFE & CASUALTY CO
10-Q, 1994-05-13
LIFE INSURANCE
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<PAGE> 1

                SECURITIES AND EXCHANGE COMMISSION

                       Washington, D.C.  20549

                             Form 10-Q

          Quarterly Report Pursuant to Section 13 or 15(d)
               of the Securities Exchange Act of 1934

For the quarterly period ended  March 31, 1994 
                               ________________

Commission file number  1-5704 
                       ________

                    Aetna Life and Casualty Company                    
_______________________________________________________________________
(Exact name of registrant as specified in its charter)


          Connecticut                             06-0843808           
_______________________________________________________________________
(State or other jurisdiction of                (I.R.S. Employer
 incorporation or organization)                 Identification No.)


151 Farmington Avenue, Hartford, Connecticut           06156           
_______________________________________________________________________
(Address of principal executive offices)             (ZIP Code)


Registrant's telephone number, including area code     (203) 273-0123  
                                                     __________________



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  _____
          _____

Applicable Only to Corporate Issuers:

Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

                                            Shares Outstanding
   Title of Class                           at April 30, 1994 
  ________________                          __________________

Common Capital Stock                           112,540,744
 without par value


<PAGE> 2

                            TABLE OF CONTENTS
                            _________________

                                                          Page
                                                          ____

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements.

         Consolidated Statements of Income                  3
         Consolidated Balance Sheets                        4
         Consolidated Statements of Shareholders'
           Equity                                           6
         Consolidated Statements of Cash Flows              7
         Condensed Notes to Financial Statements            8
         Independent Accountants' Review Report            16

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

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings.                                38

Item 5.  Other Information.                                38

Item 6.  Exhibits and Reports on Form 8-K.                 40

Signatures                                                 41


<PAGE> 3

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements.

                AETNA LIFE AND CASUALTY COMPANY AND SUBSIDIARIES

                       CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
                                                    3 Months Ended
                                                       March 31          
                                             ____________________________
(Millions, except share data)                  1994           1993
                                               ____           ____
<S>                                            <C>            <C>
Revenue:
  Premiums.................................    $   2,742.3    $   2,622.3
  Net investment income....................        1,126.5        1,249.9
  Fees and other income....................          450.7          411.5
  Net realized capital gains (losses)......           (5.9)          36.2
                                               ___________    ___________
      Total revenue........................        4,313.6        4,319.9
                                               ___________    ___________

Benefits and expenses:
  Current and future benefits..............        3,117.6        3,045.0
  Operating expenses.......................          955.0          898.3
  Amortization of deferred policy
   acquisition costs.......................          184.6          185.3
                                               ___________    ___________
      Total benefits and expenses..........        4,257.2        4,128.6
                                               ___________    ___________

Income from continuing operations before
 income taxes and cumulative effect
 adjustments...............................           56.4          191.3
Federal and foreign income taxes (benefits):
  Current..................................            2.3           70.2
  Deferred.................................            8.4          (18.2)
                                               ___________    ___________
      Total federal and foreign
       income taxes........................           10.7           52.0
                                               ___________    ___________

Income from continuing operations before
 cumulative effect adjustments.............           45.7          139.3
Discontinued operations, net of tax........              -           27.0
                                               ___________    ___________
      Income before cumulative effect
       adjustments.........................           45.7          166.3
Cumulative effect adjustments, net of tax..              -          227.8
                                               ___________    ___________

      Net income...........................    $      45.7    $     394.1
                                               ___________    ___________
                                               ___________    ___________

Results per common share:
  Income from continuing operations before
   cumulative effect adjustments...........    $       .40    $      1.26
  Discontinued operations, net of tax......              -            .25
                                               ___________    ___________
      Income before cumulative effect
       adjustments.........................            .40           1.51
  Cumulative effect adjustments, net of tax              -           2.06
                                               ___________    ___________

      Net income...........................    $       .40    $      3.57
                                               ___________    ___________
                                               ___________    ___________
  Dividends declared.......................    $       .69    $       .69
                                               ___________    ___________
                                               ___________    ___________

Weighted average common shares outstanding.    113,129,560    110,309,888
                                               ___________    ___________
                                               ___________    ___________
<FN>
See Condensed Notes to Financial Statements.
</TABLE>

<PAGE> 4

         AETNA LIFE AND CASUALTY COMPANY AND SUBSIDIARIES

                    CONSOLIDATED BALANCE SHEETS

<TABLE>

<CAPTION>

                                           March 31,     December 31,
(Millions)                                   1994            1993    
                                         ____________    ____________

<S>                                      <C>             <C>

Assets:
Investments:
  Debt Securities:
    Held for investment, at amortized
     cost (fair value $2,428.1 and
      $2,704.2).......................   $  2,326.3      $  2,557.8
    Available for sale, at fair value
     (amortized cost $37,531.2 and
      $36,933.6)......................     37,516.4        38,868.9
    Trading securities, at fair value
     (amortized cost $73.9 and $119.0)         72.0           117.8
  Equity securities, at fair value
   (cost $1,306.5 and $1,238.1).......      1,635.5         1,658.9
  Short-term investments..............        529.9           669.9
  Mortgage loans......................     14,208.2        14,839.2
  Real estate.........................      1,334.3         1,315.8
  Policy loans........................        495.3           490.7
  Other...............................      1,152.8           936.8
                                         __________      __________
      Total investments...............     59,270.7        61,455.8
Cash and cash equivalents.............      1,541.0         1,557.8
Reinsurance recoverables and
 receivables..........................      4,903.8         4,840.7
Accrued investment income.............        743.9           782.6
Premiums due and other receivables....      1,592.7         1,664.9
Federal and foreign income taxes:
  Current.............................         58.9           124.0
  Deferred............................      1,528.5         1,282.9
Deferred policy acquisition costs.....      1,878.2         1,867.0
Other assets..........................      2,127.8         1,756.3
Separate Accounts assets..............     24,492.1        24,704.7
                                         __________      __________
      Total assets....................   $ 98,137.6      $100,036.7
                                         __________      __________
                                         __________      __________

<FN>

See Condensed Notes to Financial Statements.

</TABLE>


<PAGE> 5

        AETNA LIFE AND CASUALTY COMPANY AND SUBSIDIARIES

                   CONSOLIDATED BALANCE SHEETS
                           (Continued)

<TABLE>

<CAPTION>

                                               March 31,    December 31,
(Millions, except share data)                    1994           1993    
                                             ____________   ____________

<S>                                          <C>            <C>

Liabilities:
  Future policy benefits..................   $ 16,975.8      $ 17,597.6
  Unpaid claims and claim expenses........     17,724.6        17,112.2
  Unearned premiums.......................      1,521.4         1,502.2
  Policyholders' funds left with the
   company................................     26,612.2        27,592.2
                                             __________      __________
      Total insurance reserve liabilities.     62,834.0        63,804.2
  Dividends payable to shareholders.......         77.7            77.4
  Short-term debt.........................        101.0            35.7
  Long-term debt..........................      1,134.7         1,160.0
  Other liabilities.......................      3,022.7         3,162.1
  Minority and participating
   policyholders' interests...............        156.4           172.5
  Separate Accounts liabilities...........     24,372.8        24,581.7
                                             __________      __________
      Total liabilities...................     91,699.3        92,993.6
                                             __________      __________


Shareholders' Equity:
  Class A Voting Preferred Stock (no par
   value; 10,000,000 shares authorized;
   no shares issued or outstanding).......            -               -
  Class B Voting Preferred Stock (no par
   value; 15,000,000 shares authorized;
   no shares issued or outstanding).......            -               -
  Class C Non-Voting Preferred Stock (no
   par value; 15,000,000 shares authorized;
   no shares issued or outstanding).......            -               -
  Common Capital Stock (no par value;
   250,000,000 shares authorized;
   114,939,275 issued, and 112,536,044
   and 112,200,567 outstanding)...........      1,420.0         1,422.0
  Net unrealized capital gains............         59.5           648.2
  Retained earnings.......................      5,071.1         5,103.3
  Treasury stock, at cost (2,403,231 and
   2,738,708 shares)......................       (112.3)         (130.4)
                                             __________      __________

      Total shareholders' equity..........      6,438.3         7,043.1
                                             __________      __________

      Total liabilities and
       shareholders' equity...............   $ 98,137.6      $100,036.7
                                             __________      __________
                                             __________      __________

  Shareholders' equity per common share...   $    57.21      $    62.77
                                             __________      __________
                                             __________      __________

<FN>

See Condensed Notes to Financial Statements.

</TABLE>


<PAGE> 6

                AETNA LIFE AND CASUALTY COMPANY AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

<TABLE>

<CAPTION>

(Millions, except share data)

                                                                   Net
                                                      Common       Unrealized
                                                      Capital      Capital      Retained     Treasury 
Three Months Ended March 31, 1994        Total        Stock        Gains        Earnings     Stock    
______________________________________________________________________________________________________

<S>                                      <C>          <C>          <C>          <C>          <C>

Balances at December 31, 1993            $7,043.1     $1,422.0     $  648.2     $5,103.3     $ (130.4)
______________________________________________________________________________________________________

Net income............................       45.7                                   45.7
Net change in unrealized capital gains
  and losses..........................     (588.7)                   (588.7)
Common stock issued for benefit plans
  (335,477 shares)....................       18.1                                                18.1
Loss on issuance of treasury stock....       (2.0)        (2.0)
Common stock dividends declared.......      (77.9)                                 (77.9)             
                                      ________________________________________________________________

Balances at March 31, 1994               $6,438.3     $1,420.0     $   59.5     $5,071.1     $ (112.3)
______________________________________________________________________________________________________
______________________________________________________________________________________________________




Three Months Ended March 31, 1993                                                                     
______________________________________________________________________________________________________

Balances at December 31, 1992            $7,238.3     $1,417.7     $  259.6     $5,777.9     $ (216.9)
______________________________________________________________________________________________________

Net income............................      394.1                                  394.1
Net change in unrealized capital gains
  and losses..........................      186.7                     186.7
Common stock issued for benefit plans
  (58,152 shares).....................        2.3                                                 2.3
Loss on issuance of treasury stock....        (.4)         (.4)
Common stock dividends declared.......      (76.2)                                 (76.2)             
                                      ________________________________________________________________


Balances at March 31, 1993               $7,744.8     $1,417.3     $  446.3     $6,095.8     $ (214.6)
______________________________________________________________________________________________________
______________________________________________________________________________________________________


<FN>

See Condensed Notes to Financial Statements.

</TABLE>


<PAGE> 7

              AETNA LIFE AND CASUALTY COMPANY AND SUBSIDIARIES

                    CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                               3 Months Ended
                                                                                 March 31,     
                                                                            ___________________
(Millions)                                                                  1994           1993
                                                                            ____           ____
<S>                                                                      <C>            <C>
Cash Flows from Operating Activities:
   Net income.......................................................    $    45.7      $   394.1
   Adjustments to reconcile net income to net 
   cash used for operating activities:
      Cumulative effect adjustments..................................           -         (227.8)
      Decrease (increase) in accrued investment income...............        36.8          (17.2)
      Decrease (increase) in premiums due and other receivables......        98.3         (372.6)
      Increase in reinsurance recoverables and receivables...........       (61.3)        (330.6)
      Increase in deferred policy acquisition costs..................       (36.1)         (25.4)
      Depreciation and amortization..................................        46.9           53.3
      Decrease (increase) in federal and foreign income taxes........      (177.6)         144.1
      Net (decrease) increase in other assets and other liabilities..      (524.6)         378.1
      (Decrease) increase in insurance reserve liabilities...........      (583.8)         545.2
      Net sales (purchases) of debt trading securities...............        52.3       (1,665.9)
      Increase in minority interest..................................       (13.5)          (3.9)
      Gain on sale of subsidiary.....................................           -          (27.0)
      Net realized capital losses (gains)............................         5.9          (36.2)
      Amortization of net investment discount........................       (27.7)         (23.8)
      Other, net.....................................................        16.1         (159.7)
                                                                        _________      _________
        Net cash used for operating activities.......................    (1,122.6)      (1,375.3)
                                                                        _________      _________
Cash Flows from Investing Activities:
   Proceeds from sales of:
      Debt securities available for sale.............................     6,945.0          941.0
      Debt securities held for investment............................         5.6              -
      Equity securities..............................................       270.7          205.3
      Mortgage loans.................................................        36.4              -
      Real estate....................................................        99.4           64.7
      Short-term investments.........................................    15,972.4       17,100.7
   Investment repayments of:
      Debt securities available for sale.............................     1,285.4        1,142.2
      Debt securities held for investment............................       214.4              -
      Mortgage loans.................................................       525.7          443.2
   Cost of investments in:
      Debt securities available for sale.............................    (7,649.5)      (2,387.8)
      Debt securities held for investment............................         (.1)             -
      Equity securities..............................................      (316.5)        (194.8)
      Mortgage loans.................................................       (91.3)         (47.1)
      Real estate....................................................       (10.7)         (29.4)
      Short-term investments.........................................   (15,862.2)     (16,474.4)
   Proceeds from disposal of subsidiary..............................           -           73.4
   Increase in property, plant & equipment...........................       (25.9)         (28.3)
   Net decrease (increase) in Separate Accounts......................         3.7           (5.5)
   Other, net........................................................        (2.6)          (5.4)
                                                                        _________      _________
     Net cash provided by investing activities.......................     1,399.9          797.8
                                                                        _________      _________
Cash Flows from Financing Activities:
   Deposits and interest credited for investment contracts...........       985.7          944.5
   Withdrawals of investment contracts...............................    (1,257.1)      (1,274.1)
   Issuance of long-term debt........................................        68.2            7.1
   Stock issued under benefit plans..................................        16.1            1.9
   Repayment of long-term debt.......................................       (91.3)          (1.3)
   Net increase in short-term debt...................................        64.6           66.4
   Dividends paid to shareholders....................................       (77.9)         (76.2)
                                                                        _________      _________
     Net cash used for financing activities..........................      (291.7)        (331.7)
                                                                        _________      _________
Effect of exchange rate changes on cash and cash
   equivalents.......................................................        (2.4)          (5.1)
                                                                        _________      _________
Net decrease in cash and cash equivalents............................       (16.8)        (914.3)
Cash and cash equivalents, beginning of period.......................     1,557.8        2,415.0
                                                                        _________      _________
Cash and cash equivalents, end of period.............................   $ 1,541.0      $ 1,500.7
                                                                        _________      _________
                                                                        _________      _________
Supplemental Cash Flow Information:
   Interest paid.....................................................   $    35.9      $    16.3
                                                                        _________      _________
                                                                        _________      _________
   Income taxes paid.................................................   $    71.1      $     7.6
                                                                        _________      _________
                                                                        _________      _________
<FN>
See Condensed Notes to Financial Statements.
</TABLE>


<PAGE> 8

     AETNA LIFE AND CASUALTY COMPANY AND SUBSIDIARIES

           CONDENSED NOTES TO FINANCIAL STATEMENTS

(1)  Basis of Presentation

The consolidated financial statements include Aetna Life and 
Casualty Company and its majority-owned subsidiaries 
(collectively, the "company").  Less than majority-owned 
entities in which the company has at least a 20% interest are 
reported on the equity basis.  These consolidated financial 
statements have been prepared in accordance with generally 
accepted accounting principles and are unaudited.  Certain 
reclassifications have been made to 1993 financial information 
to conform to 1994 presentation.  These interim statements 
necessarily rely heavily on estimates, including assumptions as 
to annualized tax rates.  In the opinion of management, all 
adjustments necessary for a fair statement of results for the 
interim periods have been made.  All such adjustments are of a 
normal recurring nature.

(2)  Accounting Changes

Under certain insurance contracts with deductible features, the 
company is obligated to pay the claimant for the full amount of 
a claim.  The company is subsequently reimbursed from the 
policyholder for the deductible.  Prior to March 31, 1994, 
unpaid claim reserves were reported net of such deductibles.  On 
March 31, 1994, the company adopted Financial Accounting 
Standards Board ("FASB") Interpretation No. 39, Offsetting of 
Amounts Related to Certain Contracts, which requires that unpaid 
claims under certain insurance contracts be reported on a gross 
basis.  Deductible amounts recoverable from policyholders of 
$330.7 million are included in other assets at March 31, 1994.

On December 31, 1993, the company adopted Financial Accounting 
Standard ("FAS") No. 115, Accounting for Certain Investments in 
Debt and Equity Securities, which requires the classification of 
debt securities into three categories: held for investment, 
which are carried at amortized cost; available for sale, which 
are carried at fair value with changes in fair value, net of 
taxes, recognized as a component of shareholders' equity; and 
trading, which are carried at fair value with immediate 
recognition in income of changes in fair value.  FAS No. 115 
also requires the classification of equity securities into two 
categories: available for sale and trading, which are accounted 
for as described above.  Initial adoption of this standard 
resulted in a net increase of $313.5 million, net of taxes of 
$168.8 million, to net unrealized capital gains in shareholders' 
equity as of December 31, 1993.  This amount excludes gains and 
losses allocable to discontinued products and to experience 
rated contractholders.  Adoption of FAS No. 115 did not have a 
material effect on deferred policy acquisition costs.

In 1993, the company adopted, retroactive to January 1, 1993, 
FAS No. 112, Employers' Accounting for Postemployment Benefits, 
which requires that employers accrue the cost and recognize the 
liability for providing certain benefits (primarily long-term 
disability) to former or inactive employees after employment but 
before retirement.  A cumulative effect charge of $48.5 million 
($.44 per common share), net of taxes of $26.1 million, related 
to the adoption of this standard is reflected in the 
Consolidated Statement of Income for the three months ended 
March 31, 1993.  Adoption of FAS No. 112 had no impact on income 
from continuing operations before cumulative effect adjustments 
for the three months ended March 31, 1993.

<PAGE> 9

     AETNA LIFE AND CASUALTY COMPANY AND SUBSIDIARIES

           CONDENSED NOTES TO FINANCIAL STATEMENTS
                       (Continued)

(2)  Accounting Changes (Continued)

During 1993, the company elected to change its accounting policy 
for reporting reserves for current and expected workers' 
compensation life table indemnity claims to a discounted basis.  
These reserves are discounted at 5% for voluntary business and 
3.5% for involuntary business, with mortality assumptions that 
reflect current company and industry experience. Management 
believes that this change more appropriately reflects the economic 
value of its obligations and improves the matching of revenues and 
expenses (i.e., investment earnings from underlying assets are 
matched with the accretion of the liability as those amounts occur 
over time).  The company implemented discounting of reserves for 
workers' compensation life table indemnity claims retroactive to 
January 1, 1993, and reported a cumulative effect benefit of 
$250.0 million ($2.26 per common share), net of taxes of $134.7 
million, in the Consolidated Statement of Income for the three 
months ended March 31, 1993.  The change in accounting for 
workers' compensation life table indemnity reserves had no impact 
on income from continuing operations before cumulative effect 
adjustments for the three months ended March 31, 1993.  The 
company's reserves for workers' compensation life table indemnity 
claims at March 31, 1994 were 19% of its total workers' 
compensation reserves for unpaid claims and claim adjustment 
expenses.

During 1993, the Emerging Issues Task Force of the FASB reached a 
consensus on a recommended method of accounting for 
retrospectively rated reinsurance contracts.  The company changed 
its method of accounting for such contracts to conform to the 
consensus.  Accordingly, the company reported a cumulative effect 
adjustment, retroactive to January 1, 1993, to recognize an asset 
for the amounts due from reinsurers related to the experience 
through January 1, 1993 under retrospectively rated reinsurance 
contracts.  These contracts provided for amounts to be returned to 
the company based on favorable cumulative loss experience.  The 
company reported a cumulative effect benefit related to the change 
in accounting for retrospectively rated reinsurance contracts of 
$26.3 million ($.24 per common share), net of taxes of $8.6 
million, in the Consolidated Statement of Income for the three 
months ended March 31, 1993.  The change in accounting for 
retrospectively rated reinsurance contracts had no impact on 
income from continuing operations before cumulative effect 
adjustments for the three months ended March 31, 1993.

(3)  Future Application of Accounting Standards

In May 1993, the FASB issued FAS No. 114, Accounting by Creditors 
for Impairment of a Loan.  This statement requires that loans be 
impaired when it is probable that a creditor will be unable to 
collect all amounts (i.e., principal and interest) contractually 
due, and the impairment be measured based on the present value of 
expected future cash flows discounted at the loan's original 
effective interest rate.  The statement also allows impairments to 
be measured based on the loan's market price or the fair value of 
the collateral if the loan is collateral dependent.  This 
statement will be effective for 1995 financial statements, 
although early adoption is permissible.  The company has not yet 
determined the timing or impact of adoption of this statement.


<PAGE> 10

     AETNA LIFE AND CASUALTY COMPANY AND SUBSIDIARIES

           CONDENSED NOTES TO FINANCIAL STATEMENTS
                       (Continued)

(4)  Discontinued Products

In January 1994, the company announced its decision to 
discontinue the sale of its fully guaranteed large case 
pension products, which include guaranteed investment 
contracts ("GICs") and single-premium annuities ("SPAs") 
sold to large case pension customers.  A reserve 
representing management's best estimate of anticipated 
future losses was established at December 31, 1993.  
Accordingly, results of discontinued products for the three 
months ended March 31, 1994 were charged against the reserve 
for discontinued products and did not impact the net income 
of the company.

Results of discontinued products for the three months ended 
March 31, 1994 were as follows:

<TABLE>

<CAPTION>
                                                                             Charged to
                                    Guaranteed    Single-                    Reserve for
                                    Investment    Premium                    Future
(Millions)                          Contracts     Annuities    Total         Losses       Net*        
______________________________________________________________________________________________________

<S>                                 <C>           <C>          <C>

Premiums                            $      -      $  39.2      $   39.2      $     -      $  39.2
Net investment income                  171.0        108.9         279.9            -        279.9
Net realized capital losses            (25.5)       (15.5)        (41.0)        41.0            -
Interest earned on receivable
  from continuing business               4.7          6.9          11.6            -         11.6
Other income                             2.9          2.8           5.7            -          5.7     
                                    __________________________________________________________________
     Total revenue                     153.1        142.3         295.4         41.0        336.4     
                                    __________________________________________________________________

Current and future benefits            202.6        151.3         353.9        (20.6)       333.3
Operating expenses                       1.9          1.2           3.1            -          3.1     
                                    __________________________________________________________________
     Total benefits and expenses       204.5        152.5         357.0        (20.6)       336.4     
                                    __________________________________________________________________

Results of discontinued products    $  (51.4)     $ (10.2)     $  (61.6)     $  61.6      $     -     
______________________________________________________________________________________________________
                                    __________________________________________________________________

<FN>

* Amounts are reflected in the Consolidated Statement of Income, except for interest of $11.6 million
  earned on the receivable from continuing business which is eliminated in consolidation.

</TABLE>

During the first quarter of 1994, deposits of $136.9 million 
were received under GIC contracts.  In accordance with FAS 
No. 97, such deposits are not included in premiums or 
revenue.


<PAGE> 11

     AETNA LIFE AND CASUALTY COMPANY AND SUBSIDIARIES

           CONDENSED NOTES TO FINANCIAL STATEMENTS
                       (Continued)

(4)  Discontinued Products (Continued)

Assets and liabilities of discontinued products included in 
the Consolidated Balance Sheets were as follows:

<TABLE>
<CAPTION>
(Millions)                                 March 31, 1994                      December 31, 1993          
__________________________________________________________________________________________________________
                                    Guaranteed   Single-                Guaranteed   Single-
                                    Investment   Premium                Investment   Premium
                                    Contracts    Annuities   Total      Contracts    Annuities   Total    
__________________________________________________________________________________________________________
<S>                                 <C>          <C>         <C>        <C>          <C>         <C>
Debt securities available for sale  $ 4,344.5    $ 3,435.0   $ 7,779.5  $ 4,690.9    $ 3,578.1   $ 8,269.0
Mortgage loans                        3,279.6      1,844.8     5,124.4    3,468.2      1,950.9     5,419.1
Real estate                             531.4         21.1       552.5      534.5            -       534.5
Short-term and other investments        319.4        126.4       445.8      399.7         72.8       472.5
                                    ______________________________________________________________________
   Total investments                  8,474.9      5,427.3    13,902.2    9,093.3      5,601.8    14,695.1
Current and deferred income taxes       319.5        152.2       471.7      253.7         26.2       279.9
Receivable from continuing
  business                              394.7        441.9       836.6      390.0        435.0       825.0
Other                                   137.0          5.1       142.1        7.6          1.3         8.9
                                    ______________________________________________________________________
     Total assets                   $ 9,326.1    $ 6,026.5   $15,352.6  $ 9,744.6    $ 6,064.3   $15,808.9
__________________________________________________________________________________________________________
__________________________________________________________________________________________________________
Future policy benefits              $       -    $ 5,096.2   $ 5,096.2  $       -    $ 5,079.1   $ 5,079.1
Policyholders' funds left with	
  the company                         8,670.0            -     8,670.0    8,976.6            -     8,976.6
Reserve for future losses on	
  discontinued products                 548.6        659.8     1,208.4      600.0        670.0     1,270.0
Other                                   107.5        270.5       378.0      168.0        315.2       483.2
                                    ______________________________________________________________________
     Total liabilities              $ 9,326.1    $ 6,026.5   $15,352.6  $ 9,744.6    $ 6,064.3   $15,808.9
__________________________________________________________________________________________________________
__________________________________________________________________________________________________________
</TABLE>

Net unrealized capital gains on available for sale debt 
securities of discontinued products are included in other 
liabilities of discontinued products and are not reflected 
in consolidated shareholders' equity.  The reserve for 
future losses on GICs is included in policyholders' funds 
left with the company and the reserve for future losses on 
SPAs is included in future policy benefits in the 
Consolidated Balance Sheets.

The reserve for future losses on discontinued products 
represents the present value of the difference between (a) 
the expected cash flows from the assets supporting 
discontinued products, and (b) the cash flows expected to be 
required to meet the obligations of the outstanding 
contracts.  Calculation of the reserve for future losses on 
discontinued products required projection of both the amount 
and the timing of cash flows over approximately the next 30 
years, including consideration of, among other things, asset 
defaults and prepayments, changes in real estate values, 
participant withdrawal and mortality rates and cost of asset 
management and customer service.  The amounts of cash flows 
on the assets of the discontinued products projected to 
occur in each period are risk-adjusted such that the present 
value (at the risk free rate at December 31, 1993, 
consistent with the duration of the liabilities) of those 
cash flows approximates the current fair value of the 
assets.


<PAGE> 12

     AETNA LIFE AND CASUALTY COMPANY AND SUBSIDIARIES

           CONDENSED NOTES TO FINANCIAL STATEMENTS
                       (Continued)

(4)  Discontinued Products (Continued)

The activity in the reserve for future losses on discontinued 
products for the three months ended March 31, 1994 was as follows:
<TABLE>
<CAPTION>
                                       Guaranteed         Single-
                                       Investment         Premium
(Millions)                             Contracts          Annuities         Total    
_____________________________________________________________________________________
<S>                                    <C>                <C>               <C>
Reserve at December 31, 1993           $   600.0          $   670.0         $ 1,270.0
Loss on discontinued products              (51.4)             (10.2)            (61.6)
                                       ______________________________________________
Reserve at March 31, 1994              $   548.6          $   659.8         $ 1,208.4
_____________________________________________________________________________________
                                       ______________________________________________
</TABLE>

The average contractual yields guaranteed on the contracts 
relating to the discontinued products exceed the average 
historical and expected future yields on assets supporting the 
products.  The resulting anticipated negative cash flows will 
be funded from the cash flows of the company's continuing 
business.

Receivables of $836.6 million and $825.0 million for these 
negative cash flows (which accrue interest at the rates used to 
measure the loss for the two products) are included in the 
discontinued products' assets at March 31, 1994 and December 
31, 1993, respectively.  These receivables are fully offset by 
payables from the company's continuing business.  These amounts 
are eliminated in consolidation and are therefore not reflected 
on the Consolidated Balance Sheets.  The activity in the 
receivable from continuing business for the three months ended 
March 31, 1994 was as follows:
<TABLE>
<CAPTION>
                                       Guaranteed         Single-
                                       Investment         Premium
(Millions)                             Contracts          Annuities         Total    
_____________________________________________________________________________________
<S>                                    <C>                <C>               <C>
Receivable at December 31, 1993        $   390.0          $   435.0         $   825.0
Interest earned                              4.7                6.9              11.6
                                       ______________________________________________
Receivable at March 31, 1994           $   394.7          $   441.9         $   836.6
_____________________________________________________________________________________
                                       ______________________________________________
</TABLE>

Pursuant to a segmentation plan approved in 1983 by the New York 
Insurance Department, the combined assets supporting discontinued 
products were segregated coincident with the receipt of premiums 
and deposits on the discontinued products.  Assets of the 
discontinued products were distinguished, physically, 
operationally and for financial reporting purposes, from the 
remaining assets of the company.

Management believes the timing and amount of cash flows with 
respect to the discontinued products have been estimated with 
reasonable accuracy, and the financial statements reflect 
management's best estimate of the most likely cash flows that will 
occur.  However, future periods may include a charge or benefit 
equal to the present value of the differences, if any, between 
future projected cash flows and current estimates.

<PAGE> 13

     AETNA LIFE AND CASUALTY COMPANY AND SUBSIDIARIES

           CONDENSED NOTES TO FINANCIAL STATEMENTS
                       (Continued)

(5)  Investments

Net investment income includes amounts allocable to experience 
rated contractholders of $190 million and $230 million for the 
three months ended March 31, 1994 and 1993, respectively.  
Interest credited to contractholders is included in current and 
future benefits.

Net realized capital gains and losses include losses allocable to 
experience rated contractholders of $52 million and $30 million 
for the three months ended March 31, 1994 and 1993, respectively.  
Realized capital gains and losses allocable to experience rated 
contractholders are deducted from net realized capital gains and 
losses reflected in the income statement and an offsetting amount 
is reflected on the balance sheet in policyholder funds left with 
the company.

During the first quarter of 1994, the company sold a held for 
investment debt security with a carrying value of $7 million due 
to significant deterioration in the issuer's creditworthiness.  
The sale resulted in an after-tax loss of $1 million.

(6)  Federal and Foreign Income Taxes

In August 1993, the Omnibus Budget Reconciliation Act of 
1993 was enacted which resulted in an increase in the 
federal corporate tax rate from 34% to 35%, retroactive to 
January 1, 1993.  First quarter 1993 results were not 
restated for the effects of this change.

(7)  Reinsurance

For the three months ended March 31, 1994 and 1993, ceded earned 
premiums were $.3 billion and ceded current and future benefits 
were $.4 billion and $.6 billion, respectively.

(8) Sale of Subsidiary

As part of the 1992 sale of American Re-Insurance Company, 
formerly a wholly-owned subsidiary, the company received 70,000 
shares of American Re Corporation's (the new holding company) 
Junior Cumulative Redeemable Exchangeable Preferred Stock which 
were redeemed in the first quarter of 1993 resulting in an after-
tax gain of $27 million.

(9)  Supplemental Cash Flow Information

Significant non-cash investing and financing activities include 
acquisition of real estate through foreclosures of mortgage loans 
amounting to $102 million and $127 million for the three months 
ended March 31, 1994 and 1993, respectively.


<PAGE> 14

     AETNA LIFE AND CASUALTY COMPANY AND SUBSIDIARIES

           CONDENSED NOTES TO FINANCIAL STATEMENTS
                       (Continued)

(10)  Earnings Per Share

Earnings per share are computed using net income divided by the 
weighted average number of common shares outstanding.  There is 
not a significant difference between primary and fully diluted 
earnings per share.

(11)  Commitments and Contingent Liabilities:  Asbestos and 
      Environmental-Related Claims

Reserving for asbestos and environmental-related claims is subject 
to significant uncertainties.  Because of these significant 
uncertainties and the likelihood that they will not be resolved in 
the near future, management is unable to make a reasonable 
estimate as to the ultimate amount of losses for all asbestos and 
environmental-related claims and related litigation expenses and 
is unable to determine whether the adverse effect of such losses 
will be material to the company's future results, liquidity and/or 
capital resources.  Reserves for asbestos and environmental 
liabilities are evaluated by management regularly, and, subject to 
the significant uncertainties mentioned above, adjustments are 
made to such reserves as developing loss patterns and other 
information appear to warrant.  Reserves for asbestos and 
environmental related claims, as reflected on the Consolidated 
Balance Sheets, were as follows:

<TABLE>
<CAPTION>
                                       March 31,          December 31,
(Millions)                             1994               1993        
______________________________________________________________________
<S>                                    <C>                <C>
Environmental Liability                $   277            $   234
Asbestos Bodily Injury                     271                248
Asbestos Property Damage                    34                 29     
                                       _______________________________
  Total Asbestos and
    Environmental Related Reserves     $   582            $   511     
______________________________________________________________________
                                       _______________________________
</TABLE>

(12)  Litigation

Beginning in 1988, the attorneys general of 20 states each filed 
separate antitrust suits against The Aetna Casualty and Surety 
Company ("Aetna") and over 30 other insurers, reinsurers, trade 
associations and brokers.  The suits are on behalf of the states 
themselves and, in most cases, alleged classes of their political 
subdivisions.  Additionally, 20 class actions were filed in 
various courts on behalf of private plaintiffs.  The attorneys 
general suits and the private plaintiff actions all were 
consolidated for pretrial proceedings in the United States 
District Court for the Northern District of California ("U.S. 
District Court").

All of the suits allege that the defendants violated various 
federal or state antitrust laws (or laws related to business trade 
practices) by, among other things, conspiring to restrict the 
terms and coverages of commercial general liability insurance and 
also reinsurance.  The state suits seek civil penalties, 
unspecified damages and extensive injunctive relief.  The private 
suits seek unspecified treble damages and broad injunctive relief.


<PAGE> 15

     AETNA LIFE AND CASUALTY COMPANY AND SUBSIDIARIES

           CONDENSED NOTES TO FINANCIAL STATEMENTS
                       (Continued)

(12)  Litigation (Continued)

In September 1989, the U.S. District Court entered an order granting 
the motions of the defendants (including Aetna), dismissing with 
prejudice all federal antitrust claims in all of the complaints 
before it.  The U.S. District Court declined to exercise jurisdiction 
over the state claims in the attorneys general complaints.

After unsuccessfully attempting to have the federal claims reinstated 
before the U.S. District Court, the 20 states and most of the private 
plaintiffs then appealed the U.S. District Court's decision 
dismissing the federal claims to the United States Court of Appeals 
for the Ninth Circuit ("Court of Appeals").  In June 1991, the Court 
of Appeals reversed the U.S. District Court's decision dismissing the 
federal antitrust claims and remanded those claims to the U.S. 
District Court for trial.  The defendants subsequently filed a motion 
for rehearing; in October 1991, the Court of Appeals denied this 
motion.  In January 1992, Aetna and several other defendants filed a 
petition for a writ of certiorari with the Supreme Court of the 
United States ("Supreme Court"), seeking review of the Court of 
Appeals' decision.  On October 5, 1992, the Supreme Court granted the 
defendants' petition.

On June 28, 1993, the Supreme Court issued its decision returning the 
suit to the Court of Appeals for further proceedings consistent with 
the standards articulated by the Supreme Court.  The Supreme Court 
held unanimously that Aetna and the other defendant insurers did not 
forfeit their otherwise available McCarran-Ferguson Act immunity when 
they acted with reinsurers to produce acceptable policy terms.  The 
Supreme Court also held that Aetna and the other defendant insurers 
could lose their immunity under the "boycott" exception to the 
McCarran exemption only if the plaintiffs could prove that the 
defendant insurers attempted to coerce acceptance of insurance policy 
terms by means of refusals to deal in separate and unrelated 
transactions.  On October 7, 1993, the Court of Appeals remanded the 
case to the U.S. District Court for further proceedings.  On March 
23, 1994, the Court issued an order directing the parties to commence 
discovery on the remaining issues in the case.

Aetna is continuously involved in numerous other lawsuits arising, 
for the most part, in the ordinary course of its business operations 
either as a liability insurer defending third-party claims brought 
against its insureds or as an insurer defending coverage claims 
brought against itself, including lawsuits related to issues of 
policy coverage and judicial interpretation.  One such area of 
coverage litigation involves legal liability for asbestos and 
environmental-related claims.  These lawsuits and other factors make 
reserving for asbestos and environmental-related claims subject to 
significant uncertainties.

While the ultimate outcome of the litigation described herein cannot 
be determined at this time, management does not believe it likely 
that such litigation, net of reserves established therefor and giving 
effect to reinsurance, will result in judgments for amounts material 
to the financial condition of the company, although it may affect 
results of operations in future periods.  Litigation related to 
asbestos and environmental claims is subject to significant 
uncertainties; therefore management is unable to determine whether 
the effects on operations in future periods will be material.


<PAGE> 16

           Independent Accountants' Review Report

The Board of Directors
Aetna Life and Casualty Company:

We have reviewed the accompanying condensed consolidated 
balance sheet of Aetna Life and Casualty Company and 
Subsidiaries as of March 31, 1994, and the related condensed 
consolidated statements of income for the three-month 
periods ended March 31, 1994 and 1993, and the related 
condensed consolidated statements of shareholders' equity 
and cash flows for the three-month periods ended March 31, 
1994 and 1993.  These condensed consolidated financial 
statements are the responsibility of the company's 
management.

We conducted our review in accordance with standards 
established by the American Institute of Certified Public 
Accountants.  A review of interim financial information 
consists principally of applying analytical review 
procedures to financial data and making inquiries of persons 
responsible for financial and accounting matters.  It is 
substantially less in scope than an audit conducted in 
accordance with generally accepted auditing standards, the 
objective of which is the expression of an opinion regarding 
the financial statements taken as a whole.  Accordingly, we 
do not express such an opinion.

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

We have previously audited, in accordance with generally 
accepted auditing standards, the consolidated balance sheet 
of Aetna Life and Casualty Company and Subsidiaries as of 
December 31, 1993, and the related consolidated statements 
of income, shareholders' equity, and cash flows for the year 
then ended (not presented herein); and in our report dated 
February 8, 1994, we expressed an unqualified opinion on 
those consolidated financial statements.  Our report 
referred to changes in 1993 in the company's accounting for 
certain investments in debt and equity securities, 
reinsurance of short-duration and long-duration contracts, 
postemployment benefits, workers' compensation life table 
indemnity reserves and retrospectively rated reinsurance 
contracts.  In our opinion, the information set forth in the 
accompanying condensed consolidated balance sheet as of 
December 31, 1993, is fairly presented, in all material 
respects, in relation to the consolidated balance sheet from 
which it has been derived.






Hartford, Connecticut
April 28, 1994


<PAGE> 17

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

<TABLE>
<CAPTION>
Consolidated Results of Operations
__________________________________
Operating Summary
(Millions, except per share data)             3 Months Ended
                                                 March 31       
                                          ______________________
                                          1994         1993         % Change
                                          ____         ____         ________
<S>                                       <C>          <C>          <C>
Premiums.............................     $ 2,742.3    $ 2,622.3       4.6%
Net investment income................       1,126.5      1,249.9      (9.9)
Fees and other income................         450.7        411.5       9.5
Net realized capital gains (losses)..          (5.9)        36.2         -
                                          _________    _________
    Total revenue....................       4,313.6      4,319.9       (.1)
Current and future benefits..........       3,117.6      3,045.0       2.4
Operating expenses...................         955.0        898.3       6.3
Amortization of deferred policy
 acquisition costs...................         184.6        185.3       (.4)
                                          _________    _________
    Total benefits and expenses......       4,257.2      4,128.6       3.1
                                          _________    _________
Income from continuing operations
 before income taxes and cumulative
 effect adjustments..................          56.4        191.3     (70.5)
Income taxes.........................          10.7         52.0     (79.4)
                                          _________    _________
Income from continuing operations
 before cumulative effect adjustments          45.7        139.3     (67.2)
Discontinued operations, net of tax..             -         27.0    (100.0)
                                          _________    _________
Income before cumulative effect
 adjustments.........................          45.7        166.3     (72.5)
Cumulative effect adjustments,
 net of tax..........................             -        227.8    (100.0)
                                          _________    _________
    Net income.......................     $    45.7    $   394.1     (88.4)
                                          _________    _________
                                          _________    _________
Net realized capital gains (losses),
 net of tax (included above).........     $    (7.5)   $    22.3         -
                                          _________    _________
                                          _________    _________
Results per common share:
Income from continuing operations
 before cumulative effect adjustments     $     .40    $    1.26     (68.3)
Discontinued operations, net of tax..             -          .25    (100.0)
                                          _________    _________
Income before cumulative effect
 adjustments.........................           .40         1.51     (73.5)
Cumulative effect adjustments,
 net of tax..........................             -         2.06    (100.0)
                                          _________    _________
    Net income.......................     $     .40    $    3.57     (88.8)
                                          _________    _________
                                          _________    _________
</TABLE>

Overview
________
Income from continuing operations before cumulative effect adjustments 
was $46 million for the three months ended March 31, 1994, compared with 
$139 million for the same period a year ago.  First quarter 1994 results 
included after-tax catastrophe losses of $124 million, related primarily 
to the Los Angeles earthquake and the severe winter weather occurring in 
January and February.  Catastrophe losses in the first quarter of 1993 
were $31 million, approximately $25 million of which was attributable to 
Storm Josh.  Net realized capital losses were $8 million for the three 
months ended March 31, 1994, compared with net realized capital gains of 
$22 million for the same period a year ago.  Excluding the effects of 
catastrophe losses and net realized capital gains and losses, income 
from continuing operations in the first quarter of 1994 increased by $29 
million, or 19 percent, compared with the first quarter of 1993.

<PAGE> 18

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations (Continued)

Overview (Continued)
____________________
Net realized after-tax capital gains and losses included in the 
results of continuing operations for the three months ended 
March 31 were as follows (in millions):

<TABLE>

<CAPTION>
                                                 1994         1993
                                                 ____         ____
<S>                                              <C>          <C>

Net realized capital gains from sales........    $  15.2      $  93.7

Realized capital losses from additions to
  reserves for mortgage loans and real estate      (22.2)       (70.3)

Realized capital losses from additions to
  reserves for debt and equity securities....       (0.5)        (1.1)
                                                 _______      _______
Net realized capital gains (losses)..........    $  (7.5)     $  22.3
                                                 _______      _______
                                                 _______      _______

Net realized capital losses allocable to
  experience rated pension contractholders
  (excluded above)...........................    $ (33.9)     $ (19.9)
                                                 _______      _______
                                                 _______      _______

Net realized capital losses on assets
  supporting discontinued products
  (excluded above)...........................    $ (26.7)*         **
                                                 _______      _______
                                                 _______      _______

<FN>

*  Net realized capital losses of $26.7 million in the first quarter of
   1994 on assets supporting discontinued products were charged to the
   reserve for future losses on discontinued products.  (Please see
   "Financial Services - Discontinued Products" on page 23.)
** Net realized capital gains of $19.4 million in the first quarter of
   1993 on assets supporting discontinued products are included in the
   $22.3 million of capital gains shown above.

</TABLE>

Net realized capital gains from sales in the first quarter of 
1994, as presented above, includes a $14 million gain resulting 
from the sale of a portion of an unconsolidated subsidiary.  Net 
realized capital gains from sales in the 1993 first quarter were 
primarily attributable to bond sales.

Net income was $46 million for the three months ended March 31, 
1994, compared with $394 million in the first quarter of 1993.  
First quarter 1993 results were restated to reflect a net 
cumulative effect benefit of $228 million relating to changes in 
accounting for (i) discounting workers' compensation life table 
indemnity reserves ($250 million after-tax benefit), (ii) 
postemployment benefits ($48 million after-tax charge), and (iii) 
retrospectively rated reinsurance contracts ($26 million after-tax 
benefit).  Net income in the first quarter of 1993 also includes a 
gain from discontinued operations of $27 million realized on the 
redemption of preferred stock received in connection with the 1992 
sale of American Re-Insurance Company.


<PAGE> 19

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations (Continued)

Overview (Continued)
____________________

In January 1994, the company announced the planned elimination 
of approximately 4,000 positions and the planned abandonment of 
certain facilities.  A related $308 million reserve ($200 
million after-tax charge to 1993 earnings) was established.  
During the first quarter of 1994, the company charged costs of 
$20 million related to the cost reduction actions to the 
severance and facilities reserve.  The remaining actions are 
expected to be substantially completed in 1994 and are expected 
to produce annual after-tax savings of approximately $200 
million by 1995, including savings resulting from a 
modification of the company's postretirement health care plan.  
The total estimated savings of approximately $200 million are 
expected to benefit individual segments by 1995 as follows:  
benefit to Health and Life Insurance and Services of $80 
million; benefit to Financial Services of $5 million; benefit 
to Commercial Property Casualty Insurance and Services of $90 
million; and benefit to Personal Property Casualty of $25 
million.  The cost reduction measures are not expected to 
significantly impact cash flows in 1994.

Actions associated with the 1992 restructuring charge have been 
implemented as planned and the expected savings have been 
achieved.


<PAGE> 20

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations (Continued)

<TABLE>

<CAPTION>

Health and Life Insurance and Services
______________________________________

Operating Summary
(Millions)                                   3 Months Ended
                                                 March 31       
                                          ______________________

                                          1994         1993         % Change
                                          ____         ____         ________

<S>                                       <C>          <C>          <C>

Premiums............................      $ 1,350.1    $ 1,186.1     13.8%
Net investment income...............          143.7        150.9     (4.8)
Fees and other income...............          335.3        288.3     16.3
Net realized capital gains (losses).          (20.6)          .8        -
                                          _________    _________
   Total revenue....................        1,808.5      1,626.1     11.2

Current and future benefits.........        1,173.5      1,089.7      7.7
Operating expenses..................          497.9        415.9     19.7
Amortization of deferred policy
 acquisition costs..................            7.8          2.8    178.6
                                          _________    _________
   Total benefits and expenses......        1,679.2      1,508.4     11.3
                                          _________    _________

Income before income taxes..........          129.3        117.7      9.9
Income taxes........................           48.5         41.8     16.0
                                          _________    _________

   Income before cumulative
    effect adjustments..............      $    80.8    $    75.9      6.5
                                          _________    _________
                                          _________    _________
Net realized capital losses,
 net of tax (included above)........      $   (14.0)   $    (2.2)       -
                                          _________    _________
                                          _________    _________

</TABLE>

Health and Life Insurance and Services reported income before 
cumulative effect adjustments of $81 million in the first 
quarter of 1994, compared with $76 million in the 1993 first 
quarter.  Excluding net realized capital losses, results for 
the quarter increased $17 million as compared with the same 
period a year ago.  First quarter 1994 results reflected 
increased premium and fee revenue due to growth in managed care 
members, partially offset by an increase in managed care-
related operating expenses to meet both current and future 
needs.  First quarter 1994 results also included $8 million of 
non-recurring benefits from the settlement of a lawsuit and the 
termination of an HMO management contract.

The number of members covered under health care arrangements 
was 15.2 million and 15.0 million at March 31, 1994 and 
December 31, 1993, respectively.


<PAGE> 21

Item 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operations (Continued)

<TABLE>

<CAPTION>

Financial Services
__________________

Operating Summary
(Millions)                                   3 Months Ended
                                                 March 31       
                                          ______________________

                                          1994         1993         % Change
                                          ____         ____         ________

<S>                                       <C>          <C>          <C>

Premiums...........................       $    69.7    $    49.4     41.1%
Net investment income..............           689.1        778.2    (11.4)
Fees and other income..............            63.9         52.3     22.2
Net realized capital gains (losses)            (3.3)        21.4        -
                                          _________    _________
   Total revenue...................           819.4        901.3     (9.1)

Current and future benefits........           710.0        758.2     (6.4)
Operating expenses.................            82.5         97.3    (15.2)
Amortization of deferred policy
  acquisition costs................             6.3          3.6     75.0
                                          _________    _________
   Total benefits and expenses.....           798.8        859.1     (7.0)
                                          _________    _________

Income before income taxes.........            20.6         42.2    (51.2)
Income taxes.......................             3.8         11.2    (66.1)
                                          _________    _________

   Income before cumulative
    effect adjustments.............       $    16.8    $    31.0    (45.8)
                                          _________    _________
                                          _________    _________

Deposits not included in premiums
  above (a)........................       $ 1,431.1    $ 1,251.6     14.3
                                          _________    _________
                                          _________    _________

Net realized capital gains (losses),
  net of tax (included above)......       $    (3.5)   $    12.7        -
                                          _________    _________
                                          _________    _________
Net realized capital losses, net of
  tax, allocable to experience 
  rated pension contractholders
  (excluded above).................       $   (34.0)   $   (17.6)   (93.2)
                                          _________    _________
                                          _________    _________
Net realized capital losses, net
  of tax, on assets supporting
  discontinued products
  (excluded above).................       $   (26.7)(b)      (c)        -
                                          _________    _________
                                          _________    _________

<FN>

(a) Under Financial Accounting Standard No. 97, certain deposits are
    not included in premiums or revenue.

(b) Net realized capital losses of $26.7 million in the first quarter of
    1994 on assets supporting discontinued products were charged to the
    reserve for future losses on discontinued products.

(c) Net realized capital gains of $19.4 million in the first quarter of
    1993 on assets supporting discontinued products are included in the
    $12.7 million of capital gains shown above.

</TABLE>

Total Segment Results

Financial Services reported income before cumulative effect adjustments 
of $17 million for the three months ended March 31, 1994, compared with 
income of $31 million for the same period a year ago.  Excluding net 
realized capital gains and losses, results for the three months ended 
March 31, 1994 were $2 million higher than in the 1993 first quarter.

Excluding the effects of net realized capital gains and losses, total 
segment results for the first quarter of 1994 reflected improved results 
in the continuing large case pension business and in the annuity and 
small case pension businesses.  First quarter 1993 results included 
earnings on discontinued products of $7 million, which included $14 
million of gains on futures contracts (which are not expected to recur).  
First quarter 1994 results of discontinued products were charged against 
the reserve for future losses and did not impact the net income of the 
segment.  (Please see page 23 for a discussion of the results of 
discontinued products.)


<PAGE> 22

Item 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operations (Continued)

Pension and annuity assets under management at March 31, 1994 
were $67 billion, compared with $65 billion at March 31, 1993.  
The growth in assets under management was principally 
attributable to non-guaranteed lines of business.

Continuing Product Lines

Pursuant to the terms of the company's experience rated pension 
and annuity contracts, realized capital gains and losses 
related to assets supporting such contracts are passed through 
to contractholders, subject, among other things, to certain 
minimum guarantees, and the effect of such realized capital 
gains and losses does not impact the company's results.  A 
number of factors, such as customer withdrawal activity, future 
losses on investments, including mortgage loans, experience 
rated contract modifications, if any, and significant increases 
in interest rates could reduce the company's capacity to pass 
through future investment losses to contractholders (or 
investment losses currently considered allocable to 
contractholders) either as a result of triggering minimum 
guarantee provisions or through exercise of management 
judgment, thereby adversely affecting the company's future 
results.

Large case experience rated pension contractholder and 
participant directed withdrawals were as follows (excluding 
transfers to other company products) for the three month 
periods ended March 31 (in millions):

<TABLE>

<CAPTION>
                                         1994          1993
                                         ____          ____

<S>                                      <C>           <C>

Scheduled contract maturities
 and benefit payments: (1).........      $  240.3      $  276.8
                                         ________      ________
                                         ________      ________

Contractholder withdrawals other
 than scheduled contract maturities
 and benefit payments (2)..........      $  159.7      $  397.7
                                         ________      ________
                                         ________      ________

Participant directed withdrawals...      $   61.7      $   53.3
                                         ________      ________
                                         ________      ________
<FN>

(1) Includes payments made upon contract maturity and other amounts
    distributed in accordance with contract schedules.
(2) Includes withdrawals made in 1993 in connection with the fourth
    quarter 1992 conversion offer.

</TABLE>


The level of contractholder withdrawals is affected by such 
factors as returns available from other comparable investments, 
declines in contractholder confidence resulting from, among 
other things, ratings downgrades or perceived financial 
difficulties in the industry, and contractholder 
diversification of exposure to investment managers.


<PAGE> 23

Item 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operations (Continued)

Discontinued Products

In January 1994, the company announced its decision to discontinue 
the sale of its fully guaranteed large case pension products which 
include guaranteed investment contracts ("GICs") and single-
premium annuities ("SPAs").  As a result of the decision to 
discontinue the sale of GICs and SPAs to large case pension 
customers, the company established a reserve of $1,270 million at 
December 31, 1993 for anticipated future losses on these products.  
The first quarter 1994 losses on discontinued products, as shown 
below, were charged to the reserve and did not affect the 
company's results of operations.  Results of discontinued products 
for the three months ended March 31 were as follows (in millions):

<TABLE>
<CAPTION>
                                                        1994                      1993 
                                             ________________________________     _____
                                             GICs        SPAs        Total        Total
                                             ____        ____        _____        _____
<S>                                          <C>         <C>         <C>          <C>

Negative interest margin (a).............    $  (20.5)   $   (2.1)   $  (22.6)    $  (17.7)
Net realized capital gains (losses)......       (16.6)      (10.1)      (26.7)        19.4
Interest earned on receivable from
  continuing operations..................         3.1         4.5         7.6            -
Non-recurring gains on futures contracts.           -           -           -         13.9
Other, net...............................         0.6         1.1         1.7         11.1
                                             ________    ________    ________     ________
Results of discontinued products,
  after-tax..............................    $  (33.4)   $   (6.6)   $  (40.0)    $   26.7
                                             ________    ________    ________     ________
                                             ________    ________    ________     ________

Results of discontinued products, pretax.    $  (51.4)   $  (10.2)   $  (61.6)    $   40.5
                                             ________    ________    ________     ________
                                             ________    ________    ________     ________
<FN>

(a) Represents the amount by which interest credited to holders of fully guaranteed large
    case pension contracts exceeds interest earned on invested assets supporting such contracts.

</TABLE>


The activity in the reserve for anticipated future losses on 
discontinued products for the three months ended March 31, 1994 
was as follows (pretax, in millions):

<TABLE>
<CAPTION>
                                       GICs        SPAs        Total
                                       ____        ____        _____
<S>                                    <C>         <C>         <C>

Reserve at December 31, 1993......     $  600.0    $  670.0    $1,270.0
Loss on discontinued products.....        (51.4)      (10.2)      (61.6)
                                       ________    ________    ________
Reserve at March 31, 1994.........     $  548.6    $  659.8    $1,208.4
                                       ________    ________    ________
                                       ________    ________    ________
</TABLE>

The reserve for anticipated future losses on discontinued products 
represents the present value of anticipated net cash flow 
shortfalls as the liabilities on these products are run off.  Such 
net cash flow shortfalls include losses from anticipated negative 
interest margins, future capital losses, and operating expenses and 
other costs expected to be incurred as the liabilities are run off.


<PAGE> 24

Item 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operations (Continued)

At March 31, 1994 and December 31, 1993, assets under 
management supporting GICs were $8.5 billion and $9.1 billion, 
respectively.  Assets under management supporting SPAs at March 
31, 1994 and December 31, 1993 were $5.4 billion and $5.6 
billion, respectively.

Benefit payments (including maturities) on GICs and SPAs were 
$563 million and $132 million, respectively, for the three 
months ended March 31, 1994.  Cash required to meet these 
payments was provided by earnings on, sales of, and normal 
amortization of invested assets.  Benefit payments (including 
maturities) on discontinued products in total were $605 million 
for the three months ended March 31, 1993.

(Please see "General Account Investments" on page 29 for a 
discussion of investments supporting discontinued products.)


<PAGE> 25

Item 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operations (Continued)

<TABLE>

<CAPTION>

Commercial Property-Casualty Insurance and Services
___________________________________________________

Operating Summary
(Millions)                                   3 Months Ended
                                                 March 31       
                                          ______________________

                                          1994         1993         % Change
                                          ____         ____         ________

<S>                                       <C>          <C>          <C>

Premiums............................      $   773.5    $   803.9      (3.8)
Net investment income...............          174.3        194.5     (10.4)
Fees and other income...............           29.4         42.2     (30.3)
Net realized capital gains..........           15.7         18.8     (16.5)
                                          _________    _________
   Total revenue....................          992.9      1,059.4      (6.3)

Current and future benefits.........          746.7        688.6       8.4
Operating expenses..................          233.4        230.8       1.1
Amortization of deferred policy
 acquisition costs..................           88.0         93.9      (6.3)
                                          _________    _________
   Total benefits and expenses......        1,068.1      1,013.3       5.4
                                          _________    _________

Income (loss) before income taxes...          (75.2)        46.1         -
Income tax (benefits) expenses......          (35.8)         5.8         -
                                          _________    _________

   Income (loss) before cumulative
    effect adjustments..............      $   (39.4)   $    40.3         -
                                          _________    _________
                                          _________    _________
Net realized capital gains,
 net of tax (included above).........     $    10.2    $    14.1     (27.7)
                                          _________    _________
                                          _________    _________

Statutory combined loss and
 expense ratio......................          133.0%       116.6%        -
                                          _________    _________
                                          _________    _________
GAAP combined loss and expense ratio          132.9%       116.2%        -
                                          _________    _________
                                          _________    _________
Catastrophe loss ratio
 (included in combined ratios above)           16.9%         2.3%        -
                                          _________    _________
                                          _________    _________
</TABLE>

Commercial Property-Casualty Insurance and Services reported 
a net loss before cumulative effect adjustments of $39 
million for the three months ended March 31, 1994, compared 
with income before cumulative effect adjustments of $40 
million for the same period a year ago.  Excluding net 
realized capital gains, first quarter 1994 results were $76 
million lower than in the 1993 first quarter, due primarily 
to increased catastrophe losses.  Catastrophe losses for the 
three months ended March 31, 1994 were $84 million, compared 
with $12 million in the 1993 first quarter.  Catastrophe 
losses in the first quarter of 1994 included $80 million 
($220 million pretax and before reinsurance) from the Los 
Angeles earthquake and the severe winter weather occurring 
in January and February of 1994.

Excluding the effects of catastrophes, results for the first 
quarter of 1994 reflected a modest improvement in loss 
experience, despite increased charges to loss and loss 
expense reserves for prior accident years.  Additions (net 
of reinsurance) to prior year loss reserves were $23 million 
higher in the first quarter of 1994 than in the 1993 first 
quarter and were primarily for environmental related claim 
reserves.  During the first quarter of 1994, $60 million 
($32 million, net of reinsurance recoverables) was added to 
environmental claims reserves for estimated indemnity-
related liabilities and litigation expenses.  First quarter 
1994 results also reflected lower investment income and 
lower workers' compensation servicing carrier fees than in 
the same period a year ago.


<PAGE> 26

Item 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operations (Continued)

Commercial Property-Casualty Insurance and Services (Continued)
___________________________________________________

The company continues to gather and analyze legal and factual 
information on known environmental-related claims and to reassess 
its reserving techniques in order to determine whether it can 
reasonably estimate its liability for such claims.  The estimation 
of reserves for reported environmental claims is difficult and 
likely to change as additional information emerges.  Future 
results of the company are expected to be affected adversely by 
losses for environmental-related claims and related litigation 
expenses.  Management is unable to determine whether such effect 
will be material to the company's future results, liquidity and/or 
capital resources.

Premium revenue was 4 percent lower in the first quarter of 1994 
than in the first quarter of 1993, due primarily to reduced 
workers' compensation exposure in certain states where that 
business does not offer the potential to achieve acceptable 
financial returns.


Property-Casualty Reserves:  Asbestos and Environmental Related Claims
______________________________________________________________________

For a complete discussion of asbestos and environmental related 
claims, please see the company's 1993 Annual Report to 
Shareholders and 1993 Form 10-K.  The following information is 
provided to supplement those discussions.

The Company had open asbestos bodily injury claims involving 
approximately 287 policyholders and 239 policyholders at December 
31, 1993 and 1992, respectively.  The Company had open asbestos 
property damage claims involving approximately 102 policyholders 
and 60 policyholders at December 31, 1993 and 1992, respectively.


<PAGE> 27

Item 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operations (Continued)

<TABLE>
<CAPTION>

Personal Property-Casualty
__________________________

Operating Summary
(Millions)                                   3 Months Ended
                                                 March 31       
                                          ______________________
                                          1994         1993         % Change
                                          ____         ____         ________
<S>                                       <C>          <C>          <C>
Premiums............................      $   344.4    $   372.0      (7.4)%
Net investment income...............           42.1         52.1     (19.2)
Fees and other income...............             .6          1.5     (60.0)
Net realized capital losses.........           (4.4)        (2.5)    (76.0)
                                          _________    _________
   Total revenue....................          382.7        423.1      (9.5)

Current and future benefits.........          298.0        311.9      (4.5)
Operating expenses..................           52.0         56.8      (8.5)
Amortization of deferred policy
 acquisition costs..................           70.9         70.6        .4
                                          _________    _________
   Total benefits and expenses......          420.9        439.3      (4.2)
                                          _________    _________

Loss before income taxes............          (38.2)       (16.2)   (135.8)
Income tax benefits.................          (14.4)        (8.1)     77.8
                                          _________    _________

   Loss before cumulative
    effect adjustments..............      $   (23.8)   $    (8.1)   (193.8)
                                          _________    _________
                                          _________    _________
Net realized capital losses,
 net of tax (included above)........      $    (3.2)   $    (1.4)   (128.6)
                                          _________    _________
                                          _________    _________

Statutory combined loss and
 expense ratio......................          125.6%       122.5%        -
                                          _________    _________
                                          _________    _________
GAAP combined loss and expense ratio          125.8%       121.9%        -
                                          _________    _________
                                          _________    _________
Catastrophe loss ratio
 (included in combined ratios above)           13.9%         7.7%        -
                                          _________    _________
                                          _________    _________
</TABLE>

Personal Property-Casualty reported a loss before cumulative 
effect adjustments of $24 million for the three months ended March 
31, 1994, compared with a loss before cumulative effect 
adjustments of $8 million for the same period a year ago.  
Excluding net realized capital losses, results for the three 
months ended March 31, 1994 decreased $14 million over the same 
period a year ago.  The decrease in results over the prior year 
related primarily to an increase in catastrophe losses in the 
homeowners business due to the Los Angeles earthquake and the 
severe winter weather occurring in January and February of 1994.  
Catastrophe losses in the first quarter of 1994 were $40 million 
($65 million pretax and before reinsurance), compared with $19 
million in the 1993 first quarter.  Catastrophe losses in the 
first quarter of 1993 were primarily attributable to Storm Josh.  
Excluding catastrophe losses, first quarter 1994 results improved 
as compared with the 1993 first quarter, reflecting improved 
underwriting in the personal auto business.


<PAGE> 28

Item 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operations (Continued)

<TABLE>

<CAPTION>

International
_____________

Operating Summary
(Millions)                                   3 Months Ended
                                                 March 31       
                                          ______________________

                                          1994         1993         % Change
                                          ____         ____         ________

<S>                                       <C>          <C>          <C>

Premiums............................      $   204.6    $   210.9     (3.0)%
Net investment income...............           77.3         74.2      4.2
Fees and other income...............           21.5         27.2    (21.0)
Net realized capital gains (losses).            6.7         (2.3)       -
                                          _________    _________
   Total revenue....................          310.1        310.0        -

Current and future benefits.........          189.4        196.6     (3.7)
Operating expenses..................           89.2         97.5     (8.5)
Amortization of deferred policy
 acquisition costs..................           11.6         14.4    (19.4)
                                          _________    _________
   Total benefits and expenses......          290.2        308.5     (5.9)
                                          _________    _________

Income before income taxes..........           19.9          1.5        -
Income taxes........................            8.6          1.3        -
                                          _________    _________

   Income before cumulative
    effect adjustments..............      $    11.3    $      .2        -
                                          _________    _________
                                          _________    _________
Net realized capital gains (losses),
 net of tax (included above)........      $     3.0    $     (.9)       -
                                          _________    _________
                                          _________    _________
</TABLE>

International reported income before cumulative effect adjustments 
of $11 million for the three months ended March 31, 1994, compared 
with breakeven results in the 1993 first quarter.  Excluding net 
realized capital gains and losses, results for the three months 
ended March 31, 1994 increased $7 million compared with the same 
period a year ago.  The improvement in first quarter results 
reflected increased earnings in the Pacific Rim and from the 
company's increased investment in a Mexican insurance operation.


<PAGE> 29

Item 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operations (Continued)

General Account Investments
___________________________
Debt Securities

As of March 31, 1994 and December 31, 1993, the company's investments 
in debt securities represented 67% and 68%, respectively, of total 
general account invested assets and were as follows (in millions):

<TABLE>
<CAPTION>
                                       March 31,      December 31,
                                         1994             1993    
                                       ___________________________
<S>                                    <C>            <C>
Supporting discontinued products       $ 7,779.5      $ 8,269.0
Supporting experience rated products    11,652.2       11,763.8
Supporting remaining products           20,483.0       21,511.7   
                                       ___________________________
   Total                               $39,914.7      $41,544.5   
                                       ___________________________
                                       ___________________________
</TABLE>

The decrease in debt securities from December 31, 1993 to March 31, 
1994 was due to changes in unrealized capital gains and losses 
included in the above balances.  Debt securities included unrealized 
capital gains of $1.9 billion at December 31, 1993, compared with 
unrealized capital losses of $151 million at March 31, 1994.

Included in the company's total debt security balances at March 31, 
1994 and December 31, 1993 were the following categories of debt 
securities (in millions):

<TABLE>
<CAPTION>
                                          March 31, 1994                       December 31, 1993         
                                ___________________________________   ___________________________________
                                      Supporting Experience Rated           Supporting Experience Rated
                                      Pension and Annuity Contracts         Pension and Annuity Contracts
                                      _____________________________         _____________________________
                                Total       Amount       % of Total   Total       Amount       % of Total
                                _____       ______       __________   _____       ______       __________
<S>                             <C>         <C>          <C>          <C>         <C>          <C>
"Below investment grade"
 debt securities                $ 2,012.4   $   399.8    19.9%        $ 1,970.1   $  449.6     22.8%
Problem debt securities             168.0        19.4    11.5             196.1       26.6     13.6
Potential problem debt
 securities                         153.0        54.5    35.6             191.0       65.1     34.1
</TABLE>

Impairment reserves on debt securities are established to provide 
for 1) probable estimated losses on specific debt securities and 
2) losses that management believes are likely to arise from the 
overall portfolio excluding that portion of the portfolio 
supporting experience rated pension and annuity contracts 
("general reserve").  Impairment reserves related to debt 
securities were as follows (in millions):

<TABLE>
<CAPTION>
                                       March 31,     December 31,
                                         1994            1993    
                                       __________________________
<S>                                    <C>           <C>
Allocable to discontinued products     $   40.5      $   37.9
Allocable to contractholders               17.1          15.0
Allocable to remaining products            51.1          49.9    
                                       __________________________
   Total                               $  108.7      $  102.8    
                                       __________________________
                                       __________________________
</TABLE>

<PAGE> 30

Item 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operations (Continued)

General Account Investments (Continued)
_______________________________________

After-tax impairment expense related to debt securities was as 
follows (in millions):

<TABLE>
<CAPTION>
                                       Three Months Ended
                                            March 31,     
                                       ___________________
                                        1994        1993  
                                       _______     _______
<S>                                    <C>         <C>
Allocable to discontinued products     $   1.7*    $  (0.4)
Allocable to contractholders**         $   1.7     $   0.1
Allocable to remaining products        $   0.5     $   1.4

<FN>

*  Impairment expense allocable to discontinued products
   for the three months ended March 31, 1994 does not affect
   the company's results of operations.

** Impairment expense allocable to contractholders does not
   affect the company's results of operations.

</TABLE>

Management defines problem debt securities to be securities for 
which payment is in default, securities of issuers which are 
currently in bankruptcy or in out-of-court reorganizations, or 
securities of issuers for which bankruptcy or reorganization 
within six months is considered likely.

"Potential problem debt securities" are currently performing debt 
securities for which neither payment default nor debt 
restructuring is anticipated within six months, but whose issuers 
are experiencing major financial difficulties.  Identifying such 
potential problem debt securities requires significant judgment as 
to likely future market conditions and developments specific to 
individual debt securities.  Provision for losses that are likely 
to arise from potential problem debt securities, excluding those 
potential problem debt securities supporting experience rated 
pension and annuity contracts, is included in the general reserve.

The company does not accrue interest on problem debt securities 
when management believes the likelihood of collection of interest 
is doubtful.  Had such interest been accrued, pretax net 
investment income would have been higher by approximately $3 
million and $4 million for the three months ended March 31, 1994 
and 1993, respectively.  Of such amounts, $1 million would have 
been related to investments supporting experience rated pension 
contracts and $1 million would have been related to investments 
supporting discontinued products for each of the three month 
periods ended March 31, 1994 and 1993.

At March 31, 1994 and December 31, 1993, the carrying value of 
collateralized mortgage obligations ("CMOs") was $5.6 billion and 
$6.3 billion, respectively.  The principal risks inherent in 
holding CMOs are prepayment and extension risks related to 
dramatic decreases and increases in interest rates whereby the 
CMOs would be subject to repayment of principal earlier or later 
than originally anticipated.  At March 31, 1994 and December 31, 
1993, approximately 91% of the company's CMO holdings consisted of 
sequential and planned amortization class bonds that are subject 
to less prepayment and extension risk than other CMO instruments.


<PAGE> 31

Item 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operations (Continued)

General Account Investments (Continued)
_______________________________________

Mortgage Loan Investments

As of March 31, 1994 and December 31, 1993, the company's 
mortgage loan investments, net of impairment reserves, 
supported the following types of business (in millions):

<TABLE>
<CAPTION>
                                       March 31,     December 31,
                                         1994            1993    
                                       __________________________
<S>                                    <C>           <C>
Supporting discontinued products       $ 5,124.4     $ 5,419.1
Supporting experience rated products     4,475.8       4,732.7
Supporting remaining products            4,608.0       4,687.4   
                                       __________________________
   Total                               $14,208.2     $14,839.2   
                                       __________________________
                                       __________________________
</TABLE>

The mortgage loan portfolio is monitored closely through the 
review of loan and property information such as debt service 
coverage, annual operating statements and property inspection 
reports.  This information is evaluated in light of current 
economic conditions and other factors such as geographic and 
property-type loan concentrations.  Evaluation of individual 
mortgage loans, including identification of currently performing 
loans that, for a variety of reasons, management believes warrant 
closer monitoring, is part of the company's regular review process 
designed, among other things, to help determine whether 
adjustments to mortgage loan impairment reserves appear warranted.

Mortgage loan impairment reserves are established to provide for 
1) probable estimated losses on specific loans (i.e., "specific 
reserves") and 2) losses that management believes are likely to 
arise from the overall portfolio excluding that portion of the 
portfolio supporting experience rated pension contracts (i.e., 
"general reserve").  As of the dates shown below, the mortgage 
loan impairment reserves were as follows (in millions):

<TABLE>
<CAPTION>
                                     Balances at March 31, 1994       Balances at December 31, 1993
                                   ______________________________    ______________________________
                                   Specific   General                Specific   General
                                   Reserves   Reserve    Total       Reserves   Reserve    Total
                                   ________   _______    _____       ________   _______    _____
<S>                                <C>        <C>        <C>         <C>        <C>        <C>
Allocable to the company*...       $  643.7   $  375.0   $1,018.7    $  639.8   $  400.0   $1,039.8
Allocable to contractholders          300.8         **      300.8       268.5         **      268.5
                                   ________   ________   ________    ________   ________   ________
  Total.....................       $  944.5   $  375.0   $1,319.5    $  908.3   $  400.0   $1,308.3
                                   ________   ________   ________    ________   ________   ________
                                   ________   ________   ________    ________   ________   ________
<FN>
*  Includes total reserves of $630.5 million ($386.1 million of specific reserves and $244.4 million
   of general reserves) allocated to discontinued products at March 31, 1994 and total reserves
   of $647.2 million ($406.0 million of specific reserves and $241.2 million of general reserves)
   allocated to discontinued products at December 31, 1993.

** The general reserve at March 31, 1994 and December 31, 1993 excluded reserves for losses of
   $192.0 million and $217.0 million, respectively, that management believes are likely to arise
   from that portion of the overall portfolio supporting experience rated pension contracts.
</TABLE>


<PAGE> 32

Item 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operations (Continued)

General Account Investments (Continued)
_______________________________________
For the periods shown below, after-tax mortgage loan impairment 
expense was as follows (in millions):

<TABLE>
<CAPTION>
                                         Three Months Ended
                                              March 31,     
                                         ___________________
                                         1994         1993
                                         ____         ____
<S>                                      <C>          <C>
  Allocable to discontinued products     $ 21.6*      $ 24.3
  Allocable to contractholders**         $ 36.7       $ 24.4
  Allocable to remaining products        $ 23.8       $ 30.1
<FN>
*  Impairment expense allocable to discontinued products
   for the three months ended March 31, 1994 does not affect
   the company's results of operations.
** Impairment expense allocable to contractholders does not
   affect the company's results of operations.
</TABLE>

Included in the company's total mortgage loan balances at March 
31, 1994 and December 31, 1993 were the following categories of 
mortgage loans (in millions):

<TABLE>
<CAPTION>                                     Balances at March 31, 1994                  
                             _____________________________________________________________
                                         Supporting Experience      Supporting
                                         Rated Pension Contracts    Discontinued Products 
                                         _______________________    ______________________
                             Total       Amount      % of Total     Amount      % of Total
                             _____       ______      __________     ______      __________
<S>                          <C>         <C>         <C>            <C>         <C>
Problem loans...........     $1,203.2    $  403.7    33.6%          $  364.9    30.3%
Restructured loans......      1,904.6       478.6    25.1              978.8    51.4
Potential problem and
 restructured loans.....      1,389.5       547.6    39.4              477.5    34.4
                             ________
   Total................     $4,497.3
                             ________
                             ________
Impairment reserves.....     $1,319.5
                             ________
                             ________
Impairment reserves as a
 percentage of total....         29.3%
                             ________
                             ________
                                             Balances at December 31, 1993                
                             _____________________________________________________________
                                         Supporting Experience      Supporting
                                         Rated Pension Contracts    Discontinued Products 
                                         _______________________    ______________________
                             Total       Amount      % of Total     Amount      % of Total
                             _____       ______      __________     ______      __________
<S>                          <C>         <C>         <C>            <C>         <C>
Problem loans...........     $1,116.0    $  387.8    34.7%          $  410.8    36.8%
Restructured loans......      1,858.8       481.1    25.9              957.4    51.5
Potential problem and
 restructured loans.....      1,575.6       602.0    38.2              523.8    33.2
                             ________
   Total................     $4,550.4
                             ________
                             ________
Impairment reserves.....     $1,308.3
                             ________
                             ________
Impairment reserves as a
 percentage of total....         28.8%
                             ________
                             ________
</TABLE>

Problem mortgage loans are defined to be loans with payments 
over 60 days past due, loans on properties in the process of 
foreclosure ($486 million and $399 million at March 31, 1994 
and December 31, 1993, respectively), loans on properties 
involved in bankruptcy proceedings and loans on properties 
subject to redemption.

Restructured loans are loans whose original contract terms have 
been modified to payment terms less than market at the time of 
restructure and are currently performing pursuant to such 
modified terms.

<PAGE> 33

Item 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operations (Continued)

General Account Investments (Continued)
_______________________________________

Currently performing loans which management believes are likely 
to become classified as problem or restructured loans in the 
next twelve months or so are identified through the portfolio 
review process on the basis of known information about the 
ability of borrowers to comply with present loan repayment 
terms.  Identifying such "potential problem and restructured 
loans" requires significant judgment as to likely future market 
conditions, developments specific to individual properties and 
borrowers, and the timing of potential defaults.  Provision for 
losses that are likely to arise from such potential problem and 
restructured loans, excluding those potential problem and 
restructured loans supporting experience rated pension 
contracts, is included in the general reserve.

The company does not accrue interest on problem loans or 
restructured loans when management believes the collection of 
interest is unlikely.  The amount of pretax investment income 
required by the original terms of such non-accruing problem and 
restructured loans outstanding at March 31 and the portion 
thereof actually recorded as income for the three months ended 
March 31 were as follows (in millions):

<TABLE>

<CAPTION>
                                              1994       1993
                                              ____       ____

<S>                                           <C>        <C>

Income which would have been recorded
 under original terms of loans..........      $73.9      $71.5
Income recorded.........................       34.1       29.1
                                              _____      _____
Lost investment income..................      $39.8      $42.4
                                              _____      _____
                                              _____      _____

Lost investment income allocated to
 investments supporting discontinued
 products (included above)..............      $16.7      $21.1
                                              _____      _____
                                              _____      _____

Lost investment income allocated to
 investments supporting experience rated
 pension contracts (included above).....      $12.8      $12.3
                                              _____      _____
                                              _____      _____
</TABLE>


Real Estate Investments

At March 31, 1994 and December 31, 1993, Aetna's equity real 
estate balances, net of write-downs and reserves, were as follows:

<TABLE>

<CAPTION>                                     Balances at March 31, 1994                  
                             _____________________________________________________________
                                         Supporting Experience      Supporting
                                         Rated Pension Contracts    Discontinued Products 
                                         _______________________    ______________________
                             Total       Amount      % of Total     Amount      % of Total
                             _____       ______      __________     ______      __________
<S>                          <C>         <C>         <C>            <C>         <C>
Investment real estate....   $  419.6    $   37.5     8.9%          $   98.3    23.4%
Properties held for sale..      914.7       243.7    26.6              454.2    49.7
                             ________    ________                   ________
Total equity real estate..   $1,334.3    $  281.2    21.1           $  552.5    41.4
                             ________    ________                   ________
                             ________    ________                   ________


                                             Balances at December 31, 1993                
                             _____________________________________________________________
                                         Supporting Experience      Supporting
                                         Rated Pension Contracts    Discontinued Products 
                                         _______________________    ______________________
                             Total       Amount      % of Total     Amount      % of Total
                             _____       ______      __________     ______      __________
<S>                          <C>         <C>         <C>            <C>         <C>
Investment real estate....   $  434.9    $   36.7     8.4%          $   98.5    22.6%
Properties held for sale..      880.9       243.7    27.7              436.0    49.5
                             ________    ________                   ________
Total equity real estate..   $1,315.8    $  280.4    21.3           $  534.5    40.6
                             ________    ________                   ________
                             ________    ________                   ________

</TABLE>


<PAGE> 34

Item 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operations (Continued)

General Account Investments (Continued)
_______________________________________

The company's investment real estate is held for the production 
of income and is generally carried at depreciated cost.  
Property valuations are reviewed regularly by investment 
management.  The carrying value is based upon various factors, 
including a review of market conditions and the company's long-
range strategy for the property.  The carrying value of 
investment real estate is reduced through a valuation reserve 
to reflect other than temporary declines in market value.  The 
fair value of assets acquired through foreclosure is 
established as the cost basis at the time of foreclosure.  
Subsequent to foreclosure, properties held for sale are carried 
at the lower of cost or fair value less selling costs.  
Beginning in 1992, adjustments to the carrying value, as a 
result of changes in fair value subsequent to foreclosure, are 
recorded in a valuation reserve.  Prior to 1992, such changes 
in carrying value of both investment real estate and properties 
held for sale were recorded as write-downs.  Capital additions 
and asset improvements increase the carrying value and 
depreciation reduces the carrying value of both properties held 
for sale and investment real estate.

Total real estate write-downs and valuation reserves on 
properties included in the company's equity real estate 
balances were as follows (in millions):

<TABLE>
<CAPTION>
                                       March 31,     December 31,
                                         1994            1993    
                                       __________________________
<S>                                      <C>             <C>
  Allocable to discontinued products     $324.0          $298.3
  Allocable to contractholders            227.3           228.3
  Allocable to remaining products         257.2           242.9  
                                       __________________________

    Total                                $808.5          $769.5  
                                       __________________________
                                       __________________________
</TABLE>

For the periods shown below, total after-tax net realized capital 
losses from real estate write-downs and increases (decreases) in 
the valuation reserves were as follows (in millions):

<TABLE>
<CAPTION>
                                       Three Months Ended
                                             March 31,      
                                       _____________________
                                         1994        1993
                                         ____        ____
<S>                                      <C>         <C>
  Allocable to discontinued products     $ 12.6*      $ 14.2
  Allocable to contractholders**         $   .1       $  4.0
  Allocable to remaining products        $ (1.6)      $  1.7

<FN>
*  Write-downs and impairment expense allocable to discontinued products
   for the three months ended March 31, 1994 do not affect the company's
   results of operations.

** Write-downs and impairment expense allocable to contractholders
   do not affect the company's results of operations.
</TABLE>

<PAGE> 35

Item 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operations (Continued)

General Account Investments (Continued)
_______________________________________

Outlook

Management intends that general account investments in new 
mortgage loans for the foreseeable future will be restricted 
largely to extending and refinancing existing mortgages as they 
mature.  The company has reduced the mortgage loan and equity 
real estate portfolios, after reserves and write-downs, by $6.6 
billion since the end of 1991, bringing mortgage loans and real 
estate as a percentage of general account invested assets from 
38% in 1991 to 26% at March 31, 1994.  It is management's 
continuing objective, real estate and capital market conditions 
permitting, to reduce over the next several years the size of 
the mortgage loan and real estate portfolios relative to total 
invested general account assets.  Although extensions and 
refinancings of existing mortgage loans may delay achieving 
this objective, management intends to aggressively pursue plans 
to maximize returns and reduce portfolio levels through loan 
restructurings and sales of foreclosed real estate.

Although the pace of recovery in the commercial real estate 
market is open to debate, management is beginning to see 
improvement in the office sector.  While additional losses may 
emerge in the company's mortgage loan and real estate 
portfolios, and may increase to the extent any recovery in 
those markets is delayed, management believes that the 
improvement in the office sector will favorably impact real 
estate values.

The reserve for discontinued products reflects all anticipated 
future losses on discontinued products, including capital 
losses related to the $5.7 billion of mortgage loans and real 
estate supporting such products.  Therefore, additional losses 
on the portion of the portfolio supporting discontinued 
products are not expected to impact the company's results of 
operations, although there can be no assurances that such 
losses will not materially impact such results.


<PAGE> 36

Item 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operations (Continued)

Liquidity and Capital Resources
_______________________________

Cash and cash equivalents at March 31, 1994 and December 31, 
1993 were $1.5 billion and $1.6 billion, respectively.  For the 
three months ended March 31, 1994, net cash used for operating 
activities was $1.1 billion.  Net cash used for operating 
activities of $1.4 billion during the first three months of 
1993 included $1.7 billion of cash used for net purchases of 
fixed maturity trading securities.

For the first three months of 1994, net cash provided by 
investing activities was $1.4 billion and included a decrease 
of $110 million in short-term investments.  Net cash provided 
by investing activities of $798 million for the three months 
ended March 31, 1993 included $626 million provided by a 
decrease in short-term investments.

Short-term borrowings are used from time to time to provide for 
timing differences between receipts and disbursements in 
various portfolios.  The maximum amount of domestic short-term 
borrowings outstanding during the first three months of 1994 
was $185 million.

As a result of adverse conditions in real estate markets and 
tight lending practices by banks and other financial 
institutions over the past several years, the company has 
extended the maturity of, and adjusted interest rates to 
current market on, certain maturing mortgage loans where the 
borrower was unable to obtain financing elsewhere.  Of the $730 
million of mortgage loans scheduled to mature during the first 
three months of 1994, $633 million were not paid as scheduled, 
a substantial portion of which supported large case pension 
liabilities.  Of the loans not paid as scheduled, $48 million 
were extended at interest rates at least equal to current 
market (average rate of 8% over an average extension period of 
4 years), $218 million were under forbearance (continuing to 
make payments under original loan terms) and $367 million were 
under discussion with borrowers at March 31, 1994.  Of the $367 
million of loans under discussion with borrowers, $177 million 
were classified as problem or restructured loans at March 31, 
1994.  Absent significant improvement in commercial real estate 
markets or in the availability of refinancing by other 
financial institutions, there will continue to be a similar 
need to extend or refinance maturing loans.

Please refer to "Financial Services" on pages 22 through 24 for 
a discussion of the liquidity requirements specific to the 
large case pension business.


<PAGE> 37

Item 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operations (Continued)

Liquidity and Capital Resources (Continued)
___________________________________________

On March 25, 1994, the company filed a shelf registration 
statement with the Securities and Exchange Commission ("the 
Commission") for the registration of $500 million of preferred 
securities to be issued by a finance subsidiary and guaranteed 
by the company.  If and when the registration statement is 
declared effective by the Commission, these securities may be 
offered from time to time pursuant to the Commission's shelf 
registration rules.  Except as may otherwise be noted in any 
offering documents related to such securities, the proceeds 
from any sale of these securities would be loaned from the 
subsidiary to the company and used for general corporate 
purposes.

Pursuant to shelf registration statements declared effective by 
the Commission during 1993, the company may offer and sell up 
to an additional $550 million of securities.

Dividends Declared

On February 25, 1994, the Board of Directors declared a 
quarterly dividend of $.69 per share of common capital stock 
for shareholders of record at the close of business on April 
29, 1994, payable May 15, 1994.


<PAGE> 38

PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings.

In Re:  Attorneys General Antitrust Litigation
______________________________________________

The description of this litigation is contained in Note 12 of Notes 
to Financial Statements on page 14.

Other Litigation
________________

Aetna is continuously involved in numerous other lawsuits arising, 
for the most part, in the ordinary course of its business operations 
either as a liability insurer defending third-party claims brought 
against its insureds or as an insurer defending coverage claims 
brought against itself, including lawsuits related to issues of 
policy coverage and judicial interpretation.

One such area of coverage litigation involves legal liability for 
asbestos and environmental-related claims.  These lawsuits and other 
factors make reserving for asbestos and environmental-related claims 
subject to significant uncertainties.

While the ultimate outcome of the litigation described herein cannot 
be determined at this time, management does not believe it likely 
that such litigation, net of reserves established therefor and giving 
effect to reinsurance, will result in judgments for amounts material 
to the financial condition of the company, although it may affect 
results of operations in future periods.  Litigation related to 
asbestos and environmental claims is subject to significant 
uncertainties; therefore management is unable to determine whether 
the effects on operations in future periods will be material.

Item 5.  Other Information.

a.  NAIC IRIS Ratios

The NAIC "IRIS" ratios cover 12 categories of financial data 
with defined acceptable ranges for each category.  The ratios 
are intended to provide insurance regulators "early warnings" 
as to when a given company might warrant special attention.  An 
insurance company may fall out of the acceptable range for one 
or more ratios and such variances may result from specific 
transactions that are in themselves immaterial or eliminated at 
the consolidated level.  Two of Aetna Life and Casualty 
Company's significant subsidiaries had more than two IRIS 
ratios outside of NAIC acceptable ranges for 1993.

Aetna Life Insurance Company ("ALIC") fell outside acceptable 
ranges for 1993 for : (i) the Net Change in Capital and Surplus 
Ratio which is calculated by dividing the change in capital and 
surplus between the prior and the current year (net of any 
capital and surplus paid in) by the prior year capital and 
surplus; (ii) the Gross Change in Capital and Surplus Ratio 
which is calculated by dividing the change in capital and 
surplus between the prior and the current year by the prior 
year capital and surplus; (iii) the Adequacy of Investment 
Income Ratio which compares investment income to credited 
interest; and (iv) the Real Estate and Mortgage Loans to Cash 
and Invested Assets Ratio which is calculated by dividing real 
estate and mortgage loans by cash and invested assets.


<PAGE> 39

Item 5. Other Information (Continued)

a.  NAIC IRIS Ratios (Continued)

The Aetna Casualty and Surety Company ("AC&S") fell outside of 
acceptable ranges for 1993 for: (i) the Two-year Overall 
Operating Ratio, which is a combination of a two-year combined 
ratio minus a two-year investment income ratio; (ii) the Change 
in Surplus which measures the increase or decrease in surplus 
levels during the year; (iii) the Ratio of Liabilities to 
Liquid Assets which measures the liquidity of a company; and 
(iv) the Two-year Reserve Development to Surplus Ratio.  The 
two-year reserve development is the sum of the current reserve 
for losses incurred more than two years prior plus payments on 
those losses during the past two years minus the reserve that 
had been established for those losses two years earlier.  This 
amount is divided by the surplus that existed two years prior 
to arrive at the Two-year Reserve Development to Surplus Ratio.

Management does not believe that ALIC or AC&S will warrant 
special attention by the regulators.  Management also does not 
believe that the factors causing the ratios to fall outside of 
the acceptable ranges will have a significant impact on future 
operations of the Company.

b.  Ratios of Earnings to Fixed Charges and Earnings to 
    Combined Fixed Charges and Preferred Stock Dividends

The following table sets forth Aetna's ratio of earnings to fixed 
charges and ratio of earnings to combined fixed charges and preferred 
stock dividends for the periods indicated.

<TABLE>
<CAPTION>
                                          3 Months Ended           Years ended December 31       
                                                             ____________________________________
                                          March 31, 1994     1993    1992    1991    1990    1989
                                          ______________     ____    ____    ____    ____    ____
<S>                                       <C>                <C>     <C>     <C>     <C>     <C>
Ratio of Earnings to Fixed Charges....    2.16               (a)     .42(b)  2.13    3.03    4.13
Ratio of Earnings to Combined Fixed
 Charges and Preferred Stock Dividends    2.16               (a)     .42(b)  2.13    3.03    4.05
<FN>
(a) Aetna reported a pretax loss from continuing operations in 1993 which was
    inadequate to cover fixed charges by $1.1 billion.
(b) Earnings were inadequate to cover fixed charges by $112.8 million in 1992.
</TABLE>

For purposes of computing both the ratio of earnings to fixed charges 
and the ratio of earnings to combined fixed charges and preferred 
stock dividends, "earnings" represent consolidated earnings from 
continuing operations before income taxes, cumulative effect 
adjustments and extraordinary items plus fixed charges and minority 
interest.  "Fixed charges" consist of interest (and the portion of 
rental expense deemed representative of the interest factor).  
Preferred stock dividends, which are not deductible for income tax 
purposes, have been increased to a taxable equivalent basis.  This 
adjustment has been calculated by using the effective tax rate of the 
applicable year.  All shares of Aetna's preferred stock were redeemed 
in 1989 and, as a result, for the three months ended March 31, 1994 
and for the years ended December 31, 1993, 1992, 1991 and 1990 the 
ratios of earnings to combined fixed charges and preferred stock 
dividends were the same as the ratios of earnings to fixed charges.


<PAGE> 40

Item 6.  Exhibits and Reports on Form 8-K.

  (a) Exhibits

      (12) Statement Re Computation of Ratios.

      (12.1) Computation of ratio of earnings to fixed charges and 
             ratio of earnings to combined fixed charges and 
             preferred stock dividends for the three months ended 
             March 31, 1994 and for the years ended December 31, 
             1993, 1992, 1991, 1990 and 1989.

      (15) Letter Re Unaudited Interim Financial Information.

      (15.1) Letter from KPMG Peat Marwick acknowledging
             awareness of the use of a report on unaudited
             interim financial information, dated
             May 13,1994.

  (b) Reports on Form 8-K

      None.


<PAGE> 41

                       SIGNATURES

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.






                                Aetna Life and Casualty Company
                                _______________________________
                                          (Registrant)


Date  May 13, 1994              By            Robert E. Broatch      
                                    _________________________________
                                              (Signature)

                                       Robert E. Broatch
                                       Senior Vice President, Finance
                                       and Corporate Controller




<PAGE> 1

AETNA LIFE AND CASUALTY COMPANY AND SUBSIDIARIES

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES AND RATIO OF EARNINGS 
TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS

<TABLE>

<CAPTION>

                                   3 Months Ended
(Millions)                         March 31, 1994  1993         1992        1991        1990        1989
                                   ______________  ____         ____        ____        ____        ____

<S>                                <C>             <C>          <C>         <C>         <C>         <C>

Pretax income (loss) from
 continuing operations...........  $   56.4        $(1,147.4)   $ (121.4)   $  243.5    $  459.6    $  663.8

Add back fixed charges............     49.4            171.0       194.3       221.5       229.0       211.6
Minority interest................        .9              7.0         8.6         5.9         4.9        (1.9)
                                   ________        _________    ________    ________    ________    ________

   Income (loss) as adjusted.....  $  106.7           (969.4)   $   81.5    $  470.9    $  693.5    $  873.5
                                   ________        _________    ________    ________    ________    ________
                                   ________        _________    ________    ________    ________    ________

Fixed charges:
  Interest on indebtedness.......  $   23.3             77.4    $   81.4    $  110.9    $  119.9    $  113.2
  Portion of rents representative
   of interest factor............      26.1             93.6       112.9       110.6       109.1        98.4
                                   ________        _________    ________    ________    ________    ________

   Total fixed charges...........  $   49.4            171.0       194.3       221.5       229.0       211.6
                                   ________        _________    ________    ________    ________    ________
                                   ________        _________    ________    ________    ________    ________

Preferred stock dividend
 requirements....................         -                -           -           -           -    $    3.9
                                   ________        _________    ________    ________    ________    ________

Total combined fixed charges
 and preferred stock dividend
 requirements....................  $   49.4            171.0    $  194.3    $  221.5    $  229.0    $  215.5
                                   ________        _________    ________    ________    ________    ________
                                   ________        _________    ________    ________    ________    ________

Ratio of earnings to fixed
 charges.........................      2.16            (5.67)       0.42        2.13        3.03        4.13
                                   ________        _________    ________    ________    ________    ________
                                   ________        _________    ________    ________    ________    ________

Ratio of earnings to combined
 fixed charges and preferred
 stock dividends.................      2.16            (5.67)       0.42        2.13        3.03        4.05
                                   ________        _________    ________    ________    ________    ________
                                   ________        _________    ________    ________    ________    ________

</TABLE>




<PAGE> 1

Letter Re:  Unaudited Interim Financial Information
___________________________________________________

Aetna Life and Casualty Company
Hartford, Connecticut

Gentlemen:

Re:  Registration Statements No. 2-73911, 2-91514, 33-12993,
     33-49543, 33-50427, 33-52819 and 33-52819-01


With respect to the subject registration statements, we 
acknowledge our awareness of the use therein of our report dated 
April 28, 1994 related to our review of interim financial 
information.

Pursuant to Rule 436(c) under the Securities Act of 1933, such 
report is not considered a part of a registration statement 
prepared or certified by an accountant or a report prepared or 
certified by an accountant within the meaning of Sections 7 and 11 
of the Act.




                            By      KPMG PEAT MARWICK    
                                _________________________
                                       (Signature)
                                    KPMG Peat Marwick

Hartford, Connecticut
May 13, 1994





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