AETNA LIFE & CASUALTY CO
10-K, 1994-03-18
LIFE INSURANCE
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<PAGE> 1

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                    FORM 10-K
                       ANNUAL REPORT PURSUANT TO SECTION 13
                      OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the fiscal year ended December 31, 1993
                          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)                                   Identification No.)

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

Registrant's telephone number, including area code:  (203) 273-0123
Securities registered pursuant to Section 12(b) of the Act:

                                            Name of each exchange on
       Title of each class                     which registered
       ___________________                  ________________________

Common Capital Stock without par value      New York Stock Exchange
                                            Pacific Stock Exchange
                                            Various Swiss Exchanges

Securities registered pursuant to Section 12(g) of the Act:  None
__________________________________________________________________

Indicate by check mark whether the registrant (1) has filed all 
reports required to be filed by Section 13 or 15(d) of the 
Securities Exchange Act of 1934 during the preceding 12 months 
(or for such shorter period that the registrant was required to 
file such reports), and (2) has been subject to such filing 
requirements for the past 90 days.
                                            Yes   X     No 
                                                _____      _____

Indicate by check mark if disclosure of delinquent filers pursuant 
to Item 405 of Regulation S-K is not contained herein, and will 
not be contained, to the best of registrant's knowledge, in 
definitive proxy or information statements incorporated by 
reference in Part III of this Form 10-K or any amendment to this 
Form 10-K.
                                            [ ]

The aggregate market value of the voting stock held by 
non-affiliates of the registrant as of February 25, 1994 was 
$6,987,637,850.

As of February 25, 1994, 112,496,019 shares of the registrant's 
Common Capital Stock without par value were outstanding.

                    DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's 1993 annual report to shareholders (the 
"Annual Report"). (Parts I, II and IV)

Portions of the registrant's proxy statement filed on or about March 18, 
1994 (the "Proxy Statement").  (Parts III and IV)

<PAGE> 2




                        TABLE OF CONTENTS

                                                                          Page
                                                                          ____
PART I

Item  1.   Business.
           A.  Organization of Business                                      3
           B.  Financial Information about Industry Segments                 4
           C.  Description of Business Segments
               1.  Health and Life Insurance and Services                    4
               2.  Financial Services                                        8
               3.  Commercial Property-Casualty Insurance and Services      11
               4.  Personal Property-Casualty                               15
               5.  Reserves Related to Property-Casualty Operations         18
               6.  International                                            22
               7.  Investments                                              22
                   a.  Investments Related to Life, Health, Annuity and
                       Pension Operations                                   23
                   b.  Investments Related to Property-Casualty
                       Operations                                           25
               8.  Other Matters
                   a.  Regulation                                           27
                   b.  NAIC IRIS Ratios                                     29
                   c.  Ratios of Earnings to Fixed Charges and Earnings
                       to Combined Fixed Charges and Preferred Stock 
                       Dividends                                            30
                   d.  Miscellaneous                                        31
Item  2.   Properties.                                                      31
Item  3.   Legal Proceedings.                                               32
Item  4.   Submission of Matters to a Vote of Security Holders.             33
Executive Officers of Aetna Life and Casualty Company                       34

PART II

Item  5.   Market for Registrant's Common Equity and Related 
           Stockholder Matters.                                             37
Item  6.   Selected Financial Data.                                         37
Item  7.   Management's Discussion and Analysis of Financial
           Condition and Results of Operations.                             37
Item  8.   Financial Statements and Supplementary Data.                     37
Item  9.   Changes in and Disagreements With Accountants on
           Accounting and Financial Disclosure.                             37

PART III

Item 10.   Directors and Executive Officers of the Registrant.              38
Item 11.   Executive Compensation.                                          38
Item 12.   Security Ownership of Certain Beneficial Owners and Management.  38
Item 13.   Certain Relationships and Related Transactions.                  38

PART IV

Item 14.   Exhibits, Financial Statement Schedules and Reports
           on Form 8-K.                                                     38
Index to Financial Statement Schedules                                      41
Signatures                                                                  56


<PAGE> 3

                              PART I

Item 1.  Business.

A.  Organization of Business

Aetna Life and Casualty Company was organized in 1967 as a 
Connecticut insurance corporation.  Aetna Life and Casualty 
Company and its subsidiaries (collectively, "Aetna" or the 
"company") constitute one of the nation's largest 
insurance/financial services organizations in the United 
States based on its assets at December 31, 1992.  Based on 
1992 premium rankings, the company also is one of the 
nation's largest stock insurers of property-casualty lines 
and one of the largest writers of group health and managed 
care products, and group life, annuity and pension products.  
Although the company offers insurance and financial services 
products in foreign countries, 90% of its total revenue in 
1993 was derived from domestic sources.

The company's reportable segments and principal products 
included in such segments are:


Health and Life Insurance and Services:
     Group life
     Group health and disability
     Managed health care
     Individual life


Financial Services:
     Group pensions and related financial services
     Individual and group annuities
     Investment products


Commercial Property-Casualty Insurance and Services:
     Automobile
     Fidelity and surety
     Fire and allied lines
     General liability
     Marine
     Multiple peril
     Professional liability
     Workers' compensation


Personal Property-Casualty:
     Automobile
     Homeowners


International:
     Group life, health and disability, and pensions
     Individual life, health, accident and disability, and annuities
     Property-casualty
     Investment products


<PAGE> 4

B.  Financial Information about Industry Segments

Revenue, income (loss) from continuing operations before income 
taxes, extraordinary item and cumulative effect adjustments, net 
income (loss), and assets by industry segment are set forth in 
Note 14 to the Financial Statements which is incorporated by 
reference from the Annual Report.  Revenue and income (loss) from 
continuing operations before extraordinary item and cumulative 
effect adjustments attributable to each industry segment are 
incorporated herein by reference from the Selected Financial Data 
in the Annual Report.

Certain reclassifications have been made to 1992 and 1991 
financial information to conform to 1993 presentation.

C.  Description of Business Segments

1.  Health and Life Insurance and Services

Principal Products
__________________

Group health and life insurance products and services, including 
managed health care products and services, are marketed through 
units of the Health and Life Insurance and Services segment 
("Health and Life") primarily to employers and employer-sponsored 
groups. These products and services are provided to employees or 
other individuals covered under benefit plans sponsored by those 
organizations.  Individual life insurance products also are 
included in Health and Life.

Group life insurance consists chiefly of renewable term coverage, 
the amounts of which frequently are linked to individual employee 
wage levels.  The company also offers group universal life and 
sponsored universal and whole life products.

Group health and disability insurance includes coverage for 
medical and dental care expenses and for disabled employees' 
income replacement benefits.  Health coverage is provided under 
both traditional indemnity and prepaid arrangements, whereby Aetna 
assumes the full insurance risk, and under alternative risk-
sharing plans, whereby employers assume all or a significant 
portion of the insurance risk.  Health and Life also provides 
administrative and claim services and, in many cases, partial 
insurance protection, for an appropriate fee or premium charge.

Continuing concern over the rising costs of health care and the 
need for quality assurance have resulted in a continuation of a 
market shift away from traditional forms of health benefit 
coverage to a variety of "managed care" products.  Managed care 
products, which may be sold on a stand-alone basis or in 
combination with traditional indemnity products, vary from 
traditional indemnity products primarily through the use of health 
care networks (physicians and hospitals) and the implementation of 
medical management procedures designed to enhance the quality and 
reduce the cost of medical services provided.  Such procedures, 
including contracted physician reimbursement rates and required 
pre-authorization for certain medical procedures, are designed to 
enable managed care companies and their customers to control 
medical costs more effectively.


<PAGE> 5

The company offers a broad spectrum of traditional indemnity and 
managed care group products.  The latter include preferred provider 
organizations ("PPOs"), which offer enhanced coverage benefits for 
services received from participating providers; point-of-service 
("POS") plans, which typically combine PPO-style benefit designs with 
stronger utilization management; and health maintenance organizations 
("HMOs"), which arrange for non-emergency services exclusively 
through the HMO's network of providers.  The company's HMOs are 
primarily Individual Practice Associations in which the HMO generally 
shares some financial risk with the physicians based on medical 
utilization results.

At year-end 1993, Aetna operated various types of managed care 
networks in approximately 211 Standard Metropolitan Statistical Areas 
with enrollment of approximately 5 million.  The number of members 
covered under all arrangements, including traditional health plans, 
was 15 million at December 31, 1993.   Health and Life units continue 
to develop a wide range of products and services tailored to help 
employers manage their employee benefit plan costs effectively.

Through its individual life unit, the company markets a variety of 
universal life, interest-sensitive whole life and term products. 
Aetna's universal life product accounted for approximately 86% of 
individual life sales in 1993.

Life insurance agents are typically paid a renewal commission or 
service fee to encourage them to retain business.  The company's 
universal and interest-sensitive whole life insurance contracts 
typically impose a surrender penalty on policyholder balances 
withdrawn in the first 10 to 15 years of the contract life.  The 
period of time and level of the penalty vary by product.  In 
addition, more favorable credited rates and policy loan terms may be 
offered after policies have been in force more than 10 years.

Certain of the company's life insurance and annuity products allow 
for customers to borrow against their policies.  At December 31, 
1993, approximately 17% of outstanding policy loans were on 
individual annuity policies and had fixed interest rates ranging from 
1% to 3%.  Approximately 79% of outstanding policy loans at December 
31, 1993 were on individual life policies and had fixed interest 
rates ranging from 5% to 8%.  The remaining 4% of outstanding policy 
loans had variable interest rates averaging 8% at December 31, 1993.  
Investment income on outstanding policy loans was $24 million for the 
year ended December 31, 1993.

The company ceased selling individual health insurance products in 
mid-1990 and transferred this business to another company in 1991.

The following table summarizes group life, group health and 
disability, and individual life and health premiums for the years 
indicated:

<TABLE>
<CAPTION>
(millions)                     1993        1992        1991        1990        1989
                               ____        ____        ____        ____        ____
<S>                            <C>         <C>         <C>         <C>         <C>
Group life (1).............    $  894.8    $  971.1    $  995.2    $1,020.2    $  902.7
Group health and
 disability (2)............     3,714.0     3,535.2     3,389.3     3,084.7     2,787.9
Individual life............       157.8       144.9       155.4       165.9       131.5
Individual health and
 disability................        27.7        28.7        88.7       183.0       208.6
                               ________    ________    ________    ________    ________
    Total..................    $4,794.3    $4,679.9    $4,628.6    $4,453.8    $4,030.7
                               ________    ________    ________    ________    ________
                               ________    ________    ________    ________    ________
<FN>
(1) Decrease in 1993 premiums reflects increased refunds on retrospectively rated
    policies due to favorable experience.
(2) Includes managed health care.
</TABLE>

<PAGE> 6

Competition
___________

The markets for Health and Life products are highly competitive.  
In addition to competition among insurance companies, competition 
in the health field arises from organizations such as Blue Cross 
and Blue Shield, from various specialty service providers, from 
local and regional HMOs and other types of medical and dental 
provider organizations, from integrated health care delivery 
organizations and, in certain coverages, from the federal and 
state governments.  Additionally, in recent years, many large 
employers have moved to totally self-insured and self-administered 
benefit plans.  Competition largely is based upon product features 
and prices and, in the case of managed health care products, upon 
the quality of services provided, the geographic scope of the 
provider networks and the medical specialties available in such 
networks.  Based on 1992 written premiums, Aetna is one of the 
largest insurance company providers of group health and life 
benefits in the United States.

Method of Distribution
______________________

Group products are sold principally through salaried field 
representatives and home office marketing personnel who often work 
with independent consultants and brokers who assist in the 
production and servicing of business.

Individual life insurance products are marketed primarily by 
independent agents and brokers who also may sell insurance 
products for other companies.  Certain life insurance products are 
sold by agents and brokers who are registered representatives of 
selected broker-dealers.

Reserves
________

For group life products, policy reserve liabilities are 
established as premiums are received to reflect the present value 
of expected future obligations net of the present value of 
expected future premiums.  Reserves for most of these products 
reflect retrospective experience rating except for the smaller 
group insurance cases which currently are not retrospectively 
experience rated.  Policy reserves for group paid-up life 
insurance generally reflect long-term fixed obligations and are 
computed on the basis of assumed or guaranteed yield and benefit 
payments.  Assumptions are based on Aetna's experience, which is 
periodically reviewed against published industry data. For group 
health products, reserves reflect estimates of the ultimate cost 
of claims including (i) claims that have been reported but not 
settled, and (ii) claims that have been incurred but have not yet 
been reported.  Group health and life claim reserves are based on 
factors derived from past experience.

<PAGE> 7

Reserves for universal life products are equal to cumulative 
premiums less charges plus credited interest thereon.  Reserves 
for all other fixed individual life and health contracts are 
computed on the basis of assumed investment yield, mortality, 
morbidity and expenses (including a margin for adverse deviation), 
which generally vary by plan, year of issue and policy duration.  
Reserve interest rates as of December 31, 1993 ranged from 2.25% 
to 11.25%.  Investment yield is based on the company's experience.  
Mortality, morbidity and withdrawal rate assumptions also are 
based on the experience of the company, and in addition, are 
periodically reviewed against both industry standards and 
experience.

Reinsurance
___________

Aetna utilizes a variety of reinsurance agreements with non-
affiliated insurers to share insurance risks on group health and 
life business as directed by the insured and to control its 
exposure to large losses.  Generally, these agreements are 
established on a case-by-case basis to reflect the circumstances 
of specific group insurance risks.

The company retains no more than $10.0 million of risk per 
individual life policy.  Amounts in excess of the retention limit 
are reinsured with unaffiliated companies.

For additional information on reinsurance, see Note 15 of Notes to 
Financial Statements in the Annual Report.

Group Life Insurance In Force and Other Statistical Data
________________________________________________________

The following table summarizes changes in group life insurance in 
force before deductions for reinsurance ceded to other companies 
for the years indicated:

<TABLE>

<CAPTION>

(amounts in millions except number of policies and contracts in force)

                                1993         1992         1991         1990         1989
                                ____         ____         ____         ____         ____

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

Sales and additions.........    $ 22,781     $ 30,131     $ 37,876     $ 51,900     $ 46,655
                                ________     ________     ________     ________     ________
                                ________     ________     ________     ________     ________

Terminations (1):
  Lapses ...................    $ 22,991     $ 26,087     $ 17,522     $ 15,707     $ 13,057
  All other terminations....       6,864        2,235        3,036       23,476        1,577
                                ________     ________     ________     ________     ________
    Total...................    $ 29,855     $ 28,322     $ 20,558     $ 39,183     $ 14,634
                                ________     ________     ________     ________     ________
                                ________     ________     ________     ________     ________

In force, end of year.......    $299,996     $307,070     $305,261     $287,943     $275,226
                                ________     ________     ________     ________     ________
                                ________     ________     ________     ________     ________

Number of policies and
 contracts in force, end of
  year (2):
  Group life contracts......      24,440       24,496       25,737       26,061       27,167
  Group conversion
   policies (3).............      38,431       39,567       40,370       41,207       41,716

<FN>

(1) The increases in 1993, 1992 and 1990 terminations resulted primarily from
    the non-renewal and termination of certain large contracts in each year.
(2) Due to the wide range of coverages and size of groups covered,
    statistics are not provided for average size of policies in force.
(3) Reflects conversion privileges exercised by insureds under group life
    policies to replace those policies with individual life policies.

</TABLE>
<PAGE> 8

Individual Life Insurance In Force and Other Statistical Data
_____________________________________________________________

The following table summarizes changes in individual life 
insurance in force before deductions for reinsurance ceded to 
other companies for the years indicated(1):

<TABLE>
<CAPTION>
(amounts in millions, except number of policies and average size of policies in force)

                                1993         1992         1991         1990         1989
                                ____         ____         ____         ____         ____
<S>                             <C>          <C>          <C>          <C>          <C>
Sales and additions:
  Permanent:
    Non-participating.......    $  6,540     $  5,980     $  4,885     $  4,913     $  5,113
    Participating...........           -            -            -            1            1
  Term:
    Non-participating.......         974          775          685          495          420
    Participating...........       1,852          762        1,221        1,921        2,354
                                ________     ________     ________     ________     ________
     Total..................    $  9,366     $  7,517     $  6,791     $  7,330     $  7,888
                                ________     ________     ________     ________     ________
                                ________     ________     ________     ________     ________

Terminations:
  Surrenders and conversions    $  1,763     $  2,000     $  1,969     $  1,922     $  1,523
  Lapses....................       2,622        2,841        3,056        3,082        3,190
  Other ....................       1,183          624          556          543          417
                                ________     ________     ________     ________     ________
     Total..................    $  5,568     $  5,465     $  5,581     $  5,547     $  5,130
                                ________     ________     ________     ________     ________
                                ________     ________     ________     ________     ________

In force, end of year:
  Permanent.................    $ 38,096     $ 35,943     $ 33,499     $ 31,609     $ 30,401
  Term......................      11,901       10,256       10,648       11,328       10,753
                                ________     ________     ________     ________     ________
     Total..................    $ 49,997     $ 46,199     $ 44,147     $ 42,937     $ 41,154
                                ________     ________     ________     ________     ________
                                ________     ________     ________     ________     ________

Number of policies in force,
 end of year:
  Non-participating.........     802,295      748,486      708,229      684,301      661,947
  Participating.............     127,319      135,440      146,308      157,309      165,000
                                ________     ________     ________     ________     ________
     Total..................     929,614      883,926      854,537      841,610      826,947
                                ________     ________     ________     ________     ________
                                ________     ________     ________     ________     ________

Average size of policies in
 force, end of year:
  Non-participating.........    $ 51,703     $ 50,953     $ 49,779     $ 48,925     $ 47,926
  Participating.............      66,887       59,528       60,775       60,124       57,151

<FN>

(1) The amounts presented above include business written by Aetna Life Insurance Company
    of America, the results of which are included in the International segment.

</TABLE>


2.  Financial Services

Principal Products
__________________

Business units in the Financial Services segment ("Financial 
Services") market a variety of retirement and other savings and 
investment products (including pension and annuity products) and 
services to businesses, government units, associations, 
collectively bargained welfare trusts, hospitals, educational 
institutions and individuals.

Financial Services units offer pension, annuity and other 
investment products to employers and individuals for retirement 
and savings plan funding and disbursement.  Some of these products 
provide a variety of investment guarantees, funding and benefit 
payment distribution options and other services.  (For additional 
information regarding the products offered by Financial Services, 
see Management's Discussion and Analysis of Financial Condition 
and Results of Operations ("MD&A") - Financial Services in the 
Annual Report).


<PAGE> 9

In January 1994, the company announced its decision to discontinue 
the sale of its fully guaranteed large case pension products and 
recorded an $825 million after-tax charge in 1993 for the 
anticipated future losses on such products.  The company will 
honor all obligations under existing fully guaranteed, large case 
pension contracts.  Such obligations are expected to run off over 
approximately 30 years.  (For additional information, see MD&A -
Financial Services in the Annual Report.)

Individual annuity contracts typically impose a surrender penalty 
on policyholder balances withdrawn in the first 10 years of the 
contract life.  The period of time and level of the penalty vary 
by product.  Existing tax penalties on annuity distributions prior 
to age 59-1/2 provide an additional disincentive to premature 
surrenders of annuity balances.

The majority of those products which utilize Separate Accounts 
provide contractholders with a vehicle for investments under which 
the contractholders assume the investment risks as well as the 
benefit of favorable performance.  Separate Accounts offered 
include accounts that invest in real estate, mortgages, 
international investments, mutual funds, and a variety of other 
equity and fixed income investments.  Aetna earns a management fee 
on these Separate Accounts or on the mutual funds in which certain 
of the Separate Accounts invest.  Various investment advisory 
services also are offered through a number of wholly owned 
subsidiaries that are registered investment advisors.

At December 31, assets under management, including Separate 
Accounts, were $67.1 billion in 1993, $61.8 billion in 1992, $60.7 
billion in 1991, $57.7 billion in 1990, and $53.7 billion in 1989.

The following table summarizes pension and annuity premiums for 
the years indicated:

<TABLE>

<CAPTION>

(millions)                   1993          1992          1991          1990          1989
                             ____          ____          ____          ____          ____

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

Pensions ...............     $   186.0     $   204.3     $   294.3     $   597.0     $ 1,303.8
Annuities...............          31.9          18.6          11.3           9.2           2.0
                             _________     _________     _________     _________     _________
  Total.................     $   217.9     $   222.9     $   305.6     $   606.2     $ 1,305.8
                             _________     _________     _________     _________     _________
                             _________     _________     _________     _________     _________

</TABLE>


<PAGE> 10

Deposits, which are not included in premiums or revenue under 
Financial Accounting Standard No. 97 ("FAS 97"), are shown in the 
following table for the years indicated:

<TABLE>

<CAPTION>

(millions)                   1993        1992        1991        1990        1989
                             ____        ____        ____        ____        ____

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

Pensions................     $ 3,207     $ 3,553     $ 4,358     $ 5,716     $ 4,281
Annuities...............       2,540       1,862       1,653       1,422       1,105
                             _______     _______     _______     _______     _______
  Total.................     $ 5,747     $ 5,415     $ 6,011     $ 7,138     $ 5,386
                             _______     _______     _______     _______     _______
                             _______     _______     _______     _______     _______

</TABLE>


Competition
___________

In the pension and annuity markets, competition arises from other 
insurance companies, banks, bank trust departments, mutual funds 
and other investment managers.  Principal competitive factors are 
cost, service, level of investment performance and the perceived 
financial strength of the investment manager.  (For additional 
information, see MD&A - Liquidity and Capital Resources in the 
1993 Annual Report.)  Measured by assets under management at 
December 31, 1992, Aetna is the 19th largest manager of pension 
assets in the United States.

Method of Distribution
______________________

Group pension products are sold principally through salaried field
representatives and home office marketing personnel, who often 
work with independent consultants and brokers who assist in the 
production and servicing of business.  Annuity products are 
distributed primarily through dedicated annuity agents selling 
only Aetna annuity products.

Reserves
________

The loss on discontinuance of fully guaranteed large case pension 
products ($825 million as of the December 31, 1993 measurement 
date) represents the present value of anticipated net cash flow 
shortfalls as the liabilities are run off.  Such net cash flow 
shortfalls include anticipated losses from negative interest 
margins  (i.e., the amount by which interest credited to holders 
of such contracts exceeds interest earned on investment assets 
supporting the contracts), future capital losses, and operating 
expenses and other costs expected to be incurred as the 
liabilities are run off.

In addition to the reserve described above, the company maintains 
reserves for guaranteed investment contracts equal to the amount 
on deposit for such contracts plus credited interest thereon.  
Reserves for annuity contracts reflect the present value of 
benefits based on actuarial assumptions established at the time of 
contract purchase.  Such assumptions are based on Aetna's 
experience, which is periodically reviewed against published 
industry data.  Reserves for experience rated contracts reflect 
cumulative deposits, less withdrawals and charges, plus credited 
interest thereon, less net realized capital gains/losses (which 
the company seeks to recover through credited rates).


<PAGE> 11

3.  Commercial Property-Casualty Insurance and Services

Principal Products
__________________

The business units in the Commercial Property-Casualty Insurance 
and Services segment ("Commercial Property-Casualty") provide most 
types of property-casualty insurance, bonds, and insurance-related 
services for businesses, government units and associations.

Commercial coverages accounted for 67% of Aetna's 1993 property-
casualty net written premiums.  These coverages are sold for risks 
of all sizes and include fire and allied lines, multiple peril, 
marine, workers' compensation, general liability (including 
product liability), commercial automobile, certain professional 
liability, and fidelity and surety bonds.  In addition, Aetna 
offers various services to businesses that choose to self-insure 
certain exposures.  Aetna also reinsures various property and 
liability risks, primarily through agreements with non-affiliated 
insurers, on both a treaty and facultative basis.

Approximately 82% of Aetna's 1993 commercial business was 
voluntary.  The remainder was written by various assigned risk 
plans, facilities and pools of which Aetna is a member.  These 
organizations are formed to meet statutory requirements relating 
to the writing of certain types of commercial risk or to spread 
particularly large loss exposures among insurers pursuant to a 
prearranged allocation formula.  Participation is mandatory, and 
underwriting decisions are made by such facilities independent of 
their membership.

For a significant portion of the commercial property-casualty 
business, Aetna uses advisory or compulsory rate structures and, 
in some instances, forms that were developed by agencies and 
bureaus in which insurance companies are authorized to participate 
through state regulation.  However, in recent years, Aetna has 
emphasized the development of independent coverages designed for 
sale to specific market segments.

<PAGE> 12

The following table sets forth the premium revenue, underwriting 
results and net investment income, fees and other income and net 
realized capital gains of Commercial Property-Casualty for the 
years indicated:


<TABLE>
<CAPTION>
(dollar amounts in millions)
                               1993          1992          1991          1990          1989
                               ____          ____          ____          ____          ____
<S>                            <C>           <C>           <C>           <C>           <C>
Statutory:

  Net written premiums.....    $ 3,026.3     $ 3,339.3     $ 3,569.3     $ 3,745.9     $ 3,789.8
                               _________     _________     _________     _________     _________
                               _________     _________     _________     _________     _________

  Premiums earned..........    $ 3,114.6     $ 3,258.2     $ 3,628.1     $ 3,777.8     $ 3,991.6
                               _________     _________     _________     _________     _________
                               _________     _________     _________     _________     _________

  Loss ratios..............         96.3%         98.2%         84.9%         84.2%         83.4%
  Expense ratios...........         33.7          31.7          30.2          28.5          26.8
                               _________     _________     _________     _________     _________

  Combined ratios:
   (before policyholder
    dividends).............        130.0%        129.9%        115.1%        112.7%        110.2%
                               _________     _________     _________     _________     _________
                               _________     _________     _________     _________     _________
   (after policyholder
    dividends).............        130.9%        131.0%        116.7%        114.3%        112.3%
                               _________     _________     _________     _________     _________
                               _________     _________     _________     _________     _________
   (after policyholder
    dividends, adjusted
    for discounting) (1)...        117.9%        131.0%        116.7%        114.3%        112.3%
                               _________     _________     _________     _________     _________
                               _________     _________     _________     _________     _________

GAAP(2):

  Net written premiums.....    $ 3,026.3     $ 3,339.3     $ 3,569.3     $ 3,745.9     $ 3,789.8
                               _________     _________     _________     _________     _________
                               _________     _________     _________     _________     _________

  Premiums earned..........    $ 3,121.2     $ 3,204.1     $ 3,616.1     $ 3,782.2     $ 3,999.3
                               _________     _________     _________     _________     _________
                               _________     _________     _________     _________     _________
  Adjusted underwriting
   loss (pretax)...........    $  (914.4)    $(1,072.2)    $  (590.2)    $  (530.6)    $  (467.0)
                               _________     _________     _________     _________     _________
                               _________     _________     _________     _________     _________
  Net investment income,
   fees and other income
   and net realized
   capital gains...........    $ 1,017.1     $ 1,067.4     $   984.6     $   982.1     $   959.7
                               _________     _________     _________     _________     _________
                               _________     _________     _________     _________     _________

  Loss ratios..............         96.1%         99.9%         85.2%         84.1%         83.2%
  Expense ratios...........         33.3          31.2          29.9          28.6          27.8
                               _________     _________     _________     _________     _________

  Combined Ratios:  
   (before policyholder
    dividends).............        129.4%        131.1%        115.1%        112.7%        111.0%
                               _________     _________     _________     _________     _________
                               _________     _________     _________     _________     _________
   (after policyholder
    dividends).............        130.3%        132.1%        116.7%        114.3%        113.1%
                               _________     _________     _________     _________     _________
                               _________     _________     _________     _________     _________
   (after policyholder
    dividends, adjusted for
    discounting) (1).......        117.3%        132.1%        116.7%        114.3%        113.1%
                               _________     _________     _________     _________     _________
                               _________     _________     _________     _________     _________
<FN>
(1) The 1993 combined ratios, after policyholder dividends, have been adjusted for the
    cumulative effect benefit of discounting of workers' compensation life table indemnity
    reserves ($250.0 million, after-tax).
(2) Generally Accepted Accounting Principles.
</TABLE>

<PAGE> 13

Property-casualty underwriting profitability generally is 
expressed in terms of combined ratios.  When the combined ratio is 
under 100%, underwriting results are considered profitable; when 
the ratio is over 100%, underwriting results are considered 
unprofitable.  The combined ratio is the sum of (i) the percentage 
of earned premiums that is paid or reserved for losses and related 
loss adjustment expenses (the "loss ratio"), (ii) the percentage 
of earned premiums that is paid or reserved for dividends to 
policyholders, and (iii) the percentage of written premiums that 
is paid or reserved for sales commissions, premium taxes, 
administrative and other underwriting expenses (the "expense 
ratio").  The combined ratio does not reflect net investment 
income, fees and other income, net realized capital gains/losses 
or federal income taxes.  The statutory combined ratio does not 
reflect adjustments to underwriting results in accordance with 
GAAP.

Adjusted underwriting income/loss reflects GAAP adjustments 
(primarily deferred policy acquisition costs and pre-1992 salvage and 
subrogation) to underwriting results.

The following table sets forth for major domestic Commercial 
Property-Casualty coverages for the years indicated (a) the 
percentage of Commercial Property-Casualty statutory net written 
premiums (NWP) and (b) statutory combined ratios before 
policyholders' dividends:

PERCENTAGE DISTRIBUTION OF STATUTORY NET WRITTEN PREMIUMS 
AND COMBINED RATIOS

<TABLE>

<CAPTION>
                          1993             1992             1991             1990            1989
                          ____             ____             ____             ____            ____

                              COMBINED         COMBINED         COMBINED         COMBINED        COMBINED
                        NWP    RATIO     NWP    RATIO     NWP    RATIO     NWP    RATIO    NWP    RATIO
                        ___    _____     ___    _____     ___    _____     ___    _____    ___    _____

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

Auto liability:
  Bodily injury.......   10.1%   98.2    9.2%   112.7     8.5%   127.1     8.4%   123.4     7.0%  133.0
  Property damage.....    4.4    66.7    4.2     76.5     4.0     91.6     4.0     86.7     3.5    80.9
Auto physical damage..    4.1    87.4    4.0     87.8     4.1     84.7     4.0     87.7     3.9    76.2
Fidelity and surety...    5.5    93.2    4.4     92.2     4.9     99.4     4.9    100.2     5.4    87.2
Fire and allied lines.    5.2   125.1    3.7    131.0     4.0    135.2     3.7     91.4     3.4   122.8
General liability.....   17.5   152.9   18.4    169.4    17.0    119.0    18.0    108.0    21.1   123.3
Marine................    2.5    99.5    2.0     93.4     1.9    104.7     1.8     98.6     1.7    95.7
Multiple peril........   25.6   115.8   22.1    115.4    19.8    110.0    19.2    108.1    18.8    97.9
Workers' compensation.   26.7   171.3   30.6    137.9    34.5    119.9    34.6    125.7    33.0   116.7
Other (1).............   (1.6)  (45.9)   1.4    265.1     1.3    103.2     1.4    122.3     2.2    93.2
                        _____          _____            _____            _____            _____        
  Total before
   policyholders'
   dividends..........  100.0%  130.0  100.0%   129.9   100.0%   115.1   100.0%   112.7   100.0%  110.2
                        _____   _____  _____    _____   _____    _____   _____    _____   _____   _____
                        _____   _____  _____    _____   _____    _____   _____    _____   _____   _____
  Total after
   policyholders'
   dividends..........          130.9           131.0            116.7            114.3           112.3
                                _____           _____            _____            _____           _____
                                _____           _____            _____            _____           _____
  Total after
   policyholders'
   dividends, adjusted
   for discounting (2)          117.9           131.0            116.7            114.3           112.3
                                _____           _____            _____            _____           _____
                                _____           _____            _____            _____           _____
<FN>

(1) Net written premiums in 1993 reflect a refund of $115 million related to a
    Texas Catastrophe Insurance Association reinsurance contract.

(2) The 1993 combined ratios, after policyholder dividends, have been adjusted for the
    cumulative effect benefit of discounting of workers' compensation life table indemnity
    reserves ($250.0 million, after-tax).
</TABLE>

<PAGE> 14

The following table summarizes Commercial Property-Casualty 
statutory net written premiums for the years indicated:

<TABLE>
<CAPTION>
(millions)                      1993         1992         1991         1990         1989
                                ____         ____         ____         ____         ____
<S>                             <C>          <C>          <C>          <C>          <C>
Auto liability:
 Bodily injury...............   $  306.4     $  306.2     $  303.5     $  314.0     $  265.2
 Property damage.............      132.3        138.6        141.4        151.0        131.5
Auto physical damage.........      124.2        132.4        146.0        149.9        147.6
Fidelity and surety..........      166.8        146.9        174.4        184.9        206.0
Fire and allied lines........      156.3        122.9        141.9        139.3        129.0
General liability............      529.8        616.1        607.0        673.8        799.4
Marine.......................       75.7         68.3         66.7         67.0         63.4
Multiple peril...............      776.1        738.0        707.4        717.4        714.7
Workers' compensation........      807.5      1,020.4      1,230.3      1,297.1      1,251.5
Other (1)....................      (48.8)        49.5         50.7         51.5         81.5
                                ________     ________     ________     ________     ________
   Total.....................   $3,026.3     $3,339.3     $3,569.3     $3,745.9     $3,789.8
                                ________     ________     ________     ________     ________
                                ________     ________     ________     ________     ________
<FN>
(1) Net written premiums in 1993 reflect a refund of $115 million related to a
    Texas Catastrophe Insurance Association reinsurance contract.
</TABLE>

The following table sets forth Aetna's percentage distributions of 
Commercial Property-Casualty direct written premiums in various 
jurisdictions for the years indicated:

        GEOGRAPHIC DISTRIBUTION OF DIRECT WRITTEN PREMIUMS

<TABLE>
<CAPTION>
                              1993       1992       1991       1990       1989
                              ____       ____       ____       ____       ____
<S>                           <C>        <C>        <C>        <C>        <C>

California..............      10.9%      11.4%      11.3%      11.3%      10.5%
Connecticut.............       4.6        4.9        4.8        4.9        5.8
Florida.................       4.0        3.7        4.1        4.7        5.1
Georgia.................       2.1        2.1        2.7        2.7        2.6
Illinois................       3.4        3.3        3.3        3.2        3.1
Louisiana...............       1.4        2.7        3.0        2.5        2.4
Massachusetts...........       7.6        6.7        6.8        6.6        6.0
Michigan................       1.9        2.2        2.0        2.0        2.2
Missouri................       1.9        2.1        2.0        1.6        1.6
New Jersey..............       4.5        4.2        4.2        3.8        3.5
New York................      13.1       12.7       12.2       12.0       12.0
North Carolina..........       3.6        3.2        3.3        3.2        3.2
Ohio....................       2.1        1.8        1.7        2.0        1.7
Pennsylvania............       5.4        5.5        5.3        5.0        4.9
Rhode Island............       1.6        2.1        1.8        1.9        1.9
Tennessee...............       2.5        2.2        2.3        1.8        1.8
Texas...................       3.2        3.4        4.6        5.2        6.9
Virginia................       2.9        2.9        2.7        3.7        3.8
All other(1)............      23.3       22.9       21.9       21.9       21.0
                             _____      _____      _____      _____      _____
   Total................     100.0%     100.0%     100.0%     100.0%     100.0%
                             _____      _____      _____      _____      _____
                             _____      _____      _____      _____      _____
<FN>
(1) All other jurisdictions, none of which accounted for more than
    2% in any year.
</TABLE>


Competition
___________

Commercial property-casualty insurance is highly competitive in 
the areas of price, service and agent relationships.  There are 
approximately 3,900 property-casualty insurance companies in the 
United States.  Approximately 900 of these operate in all or most 
states and write the vast majority of the business.  In addition, 
an increasing amount of commercial risks are covered by purchaser 
self-insurance, risk-purchasing groups, risk-retention groups and 
captive companies.  Based on 1992 written premiums, Aetna is one 
of the largest underwriters of commercial property-casualty 
coverages in the United States.


<PAGE> 15

Method of Distribution
______________________

Aetna's commercial property-casualty coverages are sold through 
approximately 4,400 independent agents and brokers supervised and 
serviced by 41 field offices.

Reserves
________

See Reserves Related to Property-Casualty Operations on pages 18 
through 21.

Reinsurance
___________

Approximately one-half of the property-casualty reinsurance ceded 
by Aetna arises in connection with its servicing relationships 
with various pools (frequently involuntary pools). Aetna services 
or writes a portion of the pool's individual policies, handling 
all premium and loss transactions.  These "service" premiums and 
losses are then 100% ceded (net of an expense reimbursement) to 
the pools, whose members are jointly liable to Aetna as a 
servicer.

In addition to the above, Aetna utilizes a variety of reinsurance 
agreements, primarily with non-affiliated insurers, to control its 
exposure to large property-casualty losses.  These agreements, 
most of which are renegotiated annually as to coverage, limits and 
price, are structured either on a treaty basis (where all risks 
meeting prescribed criteria are automatically covered) or on a 
facultative basis (where the circumstances of specific individual 
insurance risks are reflected).  The amount of risk retained by 
Aetna depends on the underwriter's evaluation of the specific 
account, subject to maximum limits based on risk characteristics 
and the type of coverage.  The principal catastrophe reinsurance 
agreement currently in force covers approximately 81% of specified 
property losses between $150 million and $325 million.

For additional information on reinsurance, see MD&A - Property-
Casualty Reserves and Note 15 of Notes to Financial Statements in 
the Annual Report.

Aetna has internal property-casualty reinsurance arrangements 
under which the risks and premiums of virtually all coverages 
written by the company's property-casualty subsidiaries are 
redistributed among those subsidiaries on a percentage basis.  The 
percentages are adjusted from time to time to reflect the relative 
underwriting capacities and other capital needs of participants in 
the reinsurance agreement.

4.  Personal Property-Casualty

Principal Products
__________________

The business units in the Personal Property-Casualty segment 
("Personal Property-Casualty") provide primarily personal 
automobile insurance and homeowners insurance.  Personal coverages 
accounted for 33% of Aetna's 1993 property-casualty net written 
premiums.

<PAGE> 16

The following table sets forth the premium revenue, underwriting 
results and net investment income, other income and net realized 
capital gains/losses of the personal property-casualty operations 
for the years indicated:

<TABLE>
<CAPTION>                       1993         1992         1991         1990         1989
                                ____         ____         ____         ____         ____
(dollar amounts in millions)
<S>                             <C>          <C>          <C>          <C>          <C>
Statutory:

  Net written premiums..        $1,490.1     $1,577.0     $2,241.3     $2,544.9     $2,759.5
                                ________     ________     ________     ________     ________
                                ________     ________     ________     ________     ________

  Premiums earned.......        $1,541.0     $1,788.7     $2,344.9     $2,625.4     $2,752.9
                                ________     ________     ________     ________     ________
                                ________     ________     ________     ________     ________

  Loss ratios...........            76.6         82.0         81.9         82.0         87.6
  Expense ratios........            36.3         35.9         31.5         30.2         30.8
                                ________     ________     ________     ________     ________
  Combined ratios(1)....           112.9        117.9        113.4        112.2        118.4
                                ________     ________     ________     ________     ________
                                ________     ________     ________     ________     ________

GAAP:

  Net written premiums..        $1,438.4     $1,577.0     $2,241.3     $2,544.9     $2,759.5
                                ________     ________     ________     ________     ________
                                ________     ________     ________     ________     ________

  Premiums earned.......        $1,489.3     $1,788.7     $2,344.9     $2,625.4     $2,752.9
                                ________     ________     ________     ________     ________
                                ________     ________     ________     ________     ________
  Adjusted underwriting 
   loss (pretax) (1,2)..        $ (154.7)    $ (270.4)    $ (376.5)    $ (314.5)    $ (505.6)
                                ________     ________     ________     ________     ________
                                ________     ________     ________     ________     ________
  Net investment income,
   other income and net
   realized capital
   gains/losses.........        $  184.7     $  292.2     $  323.8     $  357.7     $  345.8
                                ________     ________     ________     ________     ________
                                ________     ________     ________     ________     ________

  Loss ratios...........            76.8         82.0         85.4         82.0         87.5
  Expense ratios........            34.7         37.6         32.1         31.0         30.8
                                ________     ________     ________     ________     ________
  Combined ratios.......           111.5        119.6        117.5        113.0        118.3
                                ________     ________     ________     ________     ________
                                ________     ________     ________     ________     ________
<FN>
(1) See discussion related to combined ratios and adjusted underwriting loss on page 13.
(2) Includes a charge of $83.6 million in 1991 related to the company's withdrawal from
    the Massachusetts personal automobile insurance market pursuant to an agreement with
    the Massachusetts Division of Insurance.
</TABLE>

Approximately 86% of Aetna's 1993 personal property-casualty 
business was voluntary.  The remainder was written by various 
assigned risk plans, facilities and pools of which Aetna is a 
member.  These organizations are formed to meet statutory 
requirements relating to certain types of property-casualty risk 
or to spread particularly large loss exposures among insurers 
pursuant to prearranged allocation formulas.  Participation is 
mandatory, and underwriting decisions are made by such facilities 
independent of their membership.

The following table sets forth for major personal property-
casualty coverages for the years indicated (a) the percentage of 
total personal property-casualty statutory net written premiums 
(NWP) and (b) the statutory combined ratios:

<TABLE>
<CAPTION>

PERCENTAGE DISTRIBUTION OF STATUTORY NET WRITTEN PREMIUMS AND COMBINED RATIOS

                        1993             1992             1991            1990            1989
                        ____             ____             ____            ____            ____
                            COMBINED         COMBINED         COMBINED        COMBINED        COMBINED
                      NWP    RATIO     NWP    RATIO    NWP    RATIO    NWP    RATIO    NWP    RATIO
                      ___    _____     ___    _____    ___    _____    ___    _____    ___    _____

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

Auto liability:
 Bodily injury......   33.1%  131.7     34.0%  135.1   33.8%  135.2    31.9%  134.2    30.5%  135.4
 Property damage....   10.9    72.7     11.6    84.5   12.4   106.9    11.7   109.6    11.7   122.4
Auto physical damage   19.5    93.8     21.5    97.3   24.1    91.7    25.6    94.9    26.8    98.1
Homeowners..........   27.6   124.1     24.6   132.7   22.7   112.3    23.7   107.9    23.9   120.6
Other...............    8.9    99.5      8.3   104.3    7.0   105.3     7.1    97.8     7.1   111.6
                      _____            _____          _____           _____           _____       
   Total............  100.0%  112.9    100.0%  117.9  100.0%  113.4   100.0%  112.2   100.0%  118.4
                      _____            _____          _____           _____           _____       
                      _____            _____          _____           _____           _____       

</TABLE>

<PAGE> 17

The following table summarizes personal property-casualty 
statutory net written premiums for the years indicated:

<TABLE>
<CAPTION>
(millions)                1993         1992         1991         1990         1989
                          ____         ____         ____         ____         ____
<S>                       <C>          <C>          <C>          <C>          <C>
Auto liability:
 Bodily injury.....       $  492.5     $  535.4     $  757.5     $  812.0     $  840.6
 Property damage...          162.9        183.4        278.7        297.0        323.5
Auto physical damage         290.1        339.6        540.2        650.3        739.9
Homeowners..........         411.7        388.5        508.4        603.6        659.4
Other...............         132.9        130.1        156.5        182.0        196.1
                          ________     ________     ________     ________     ________
   Total............      $1,490.1     $1,577.0     $2,241.3     $2,544.9     $2,759.5
                          ________     ________     ________     ________     ________
                          ________     ________     ________     ________     ________
</TABLE>


The following table sets forth Aetna's percentage distributions of 
Personal Property-Casualty direct written premiums in various 
jurisdictions for the years indicated:

<TABLE>
<CAPTION>
                                     GEOGRAPHIC DISTRIBUTION OF DIRECT WRITTEN PREMIUMS

                                1993         1992         1991         1990         1989
                                ____         ____         ____         ____         ____

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

California(1).............      4.6%         5.4%         5.2%         6.0%         6.4%
Connecticut...............      8.9          8.8          8.2          7.8          7.7
Florida...................      6.6          5.0          4.2          4.0          4.1
Massachusetts(2)..........      2.4          9.4         11.4         10.7          9.9
New Jersey................      6.5          4.9          3.5          2.9          2.4
New York..................     30.2         28.6         25.8         23.3         21.2
North Carolina............      2.8          2.4          2.6          3.2          3.5
Pennsylvania..............     13.8         11.8         10.4          9.5          9.5
Texas.....................      9.4          8.5          8.7          8.1          8.6
Virginia..................      2.2          2.3          2.4          2.8          2.7
All other(3)..............     12.6         12.9         17.6         21.7         24.0
                              _____        _____        _____        _____        _____

   Total..................    100.0%       100.0%       100.0%       100.0%       100.0%
                              _____        _____        _____        _____        _____
                              _____        _____        _____        _____        _____

<FN>

(1) In 1993, the company withdrew from the California personal automobile insurance market.
(2) In early 1992, the company reached an agreement with the Massachusetts Division of
    Insurance and the Commonwealth Automobile Reinsurers ("CAR") under which Aetna
    withdrew from the Massachusetts personal automobile insurance market.  Beginning in
    1992, all Massachusetts premium revenue is ceded to CAR.
(3) All other jurisdictions, none of which accounted for more than 2% in any year.

</TABLE>


Reserves
________

See Reserves Related to Property-Casualty Operations on pages 18 
through 21.

Competition
___________

Personal property-casualty insurance is highly competitive in the 
areas of price, service, agent relationships and method of 
distribution (i.e., use of independent agents, captive agents 
and/or employees).  Currently, there are over 2,400 property-
casualty companies in the United States that offer one or more 
individual products similar to those marketed by Aetna.  Measured 
by 1992 premium volume, Aetna is the 11th largest underwriter of 
personal property-casualty products in the United States.  State 
Farm and Allstate have significant market share in the personal 
property-casualty market.


<PAGE> 18

Method of Distribution
______________________

Aetna's personal property-casualty products are marketed by 
independent agents and brokers who may sell insurance products for 
other companies.

Reinsurance
___________

See Reinsurance on page 15.



5.  Reserves Related to Property-Casualty Operations

Aetna establishes reserve liabilities designed to reflect 
estimates of the ultimate cost of claims (including claim 
adjustment expenses).  Such liabilities for workers' compensation 
life table indemnity claims are discounted.  Estimating the 
ultimate cost of claims is a complex and uncertain process that 
relies on actuarial and statistical methods of analysis.  The 
company's reserves include:  (i) claims that have been reported 
but not settled ("case" reserves), and (ii) claim costs that have 
been incurred but have not yet been reported ("IBNR" reserves).  
The establishment of case reserves is dependent upon, among other 
things, the extent to which coverage was provided, the extent of 
injury or damage, and, in the case of a contested claim, an 
estimate of the likely outcome of the adjudication process (to the 
extent such outcome is estimable).  IBNR reserves, established to 
reflect events and occurrences that are not known to the company 
but, based on actuarial and historical data (adjusted for the 
effects of current social, economic and legal developments, trends 
and factors), are likely to result in claims, also include 
provision for development on case reserves.  As claims are 
reported and valued by the company, IBNR reserves are reduced by 
the amount of the reported claim cost.  IBNR reserves also are 
adjusted as the estimates of losses for a given accident year 
develop.  The length of time for which the cost of claims must be 
estimated varies depending on the coverage and type of claim 
involved.  Estimates become more difficult to make (and are 
therefore more subject to change) as the length of time increases.  
Actual claim costs are dependent upon a number of complex factors 
including social and economic trends and changes in doctrines of 
legal liability and damage awards.

Reserves for property-casualty coverage are recomputed 
periodically using a variety of actuarial and statistical 
techniques for producing current estimates of actual claim costs, 
claim frequency, and other economic and social factors.  A 
provision for inflation in the calculation of estimated future 
claim costs is implicit since reliance is placed on both actual 
historical data that reflect past inflation and on other factors 
which are judged to be appropriate modifiers of past experience.  
Adjustments to reserves are reflected in the net income of the 
period in which such adjustments are made.

Aetna also establishes unearned premium reserves that are 
calculated on a pro rata basis and reserves for additional 
premiums or refunds on retrospectively rated policies based on 
experience.  This means that when a loss which will produce an 
additional premium payment is incurred on a retrospectively rated 
policy, the premium is recorded at the same time.  Likewise when 
loss experience is favorable, reserves for premium refunds are 
established.


<PAGE> 19

During the fourth quarter of 1993, the company added $574 million 
(pretax, before discount) to prior accident year loss reserves for 
workers' compensation claims.  This increase resulted from a 
recently completed study of the company's workers' compensation 
reserves which indicated that workers' compensation claims have a 
longer duration than previously estimated.  Concurrent with the 
addition to workers' compensation reserves, the company 
implemented a change in accounting to discount reserves for 
workers' compensation life table indemnity claims consistent with 
industry practice.  This discounting resulted in a reduction of 
$634 million (pretax) to loss reserves for workers' compensation 
claims in 1993.

For additional information on property-casualty reserves, 
including reserves for asbestos and environmental-related claims, 
see MD&A-Property Casualty Reserves in the Annual Report.

The following represents changes in aggregate reserves, net of 
reinsurance, for the combined property-casualty experience (1,2):

<TABLE>
<CAPTION>
(millions)                                  1993         1992         1991
                                            ____         ____         ____
<S>                                         <C>          <C>          <C>

Unpaid claims and claim adjustment
 expenses at beginning of year........      $11,747      $11,407      $11,064

Incurred claims and claim
 adjustment expenses:

  Provision for insured events of
   the current year...................        3,724        4,407        5,019
  
  Increases in provision for insured
   events of prior years..............           60(3)       466           45
                                            _______      _______      _______

Total incurred claims and claim
 adjustment expenses..................        3,784        4,873        5,064
                                            _______      _______      _______

Payments:

  Claims and claim adjustment expenses
   attributable to insured events of
   the current year...................        1,204        1,560        1,641

  Claims and claim adjustment expenses
   attributable to insured events of
   prior years........................        2,889        2,973        3,080
                                            _______      _______      _______

Total payments........................        4,093        4,533        4,721
                                            _______      _______      _______

Total unpaid claims and claim
 adjustment expenses at end of
 the year.............................      $11,438      $11,747      $11,407
                                            _______      _______      _______
                                            _______      _______      _______

<FN>

(1) Accident and health business is excluded.
(2) Includes International.
(3) Includes the cumulative effect adjustment related to the change in accounting
    to report workers' compensation life table indemnity claims on a discounted basis.

</TABLE>


<PAGE> 20

The following table reconciles, as of year end, reserves 
determined in accordance with accounting principles and practices 
prescribed or permitted by insurance regulatory authorities 
("statutory basis reserves") to reserves determined in accordance 
with generally accepted accounting principles ("GAAP basis 
reserves"), net of reinsurance for the combined property-casualty 
unpaid claims and claim adjustment expense experience (1):

<TABLE>
<CAPTION>
(millions)                                  1993         1992         1991
                                            ____         ____         ____

<S>                                         <C>          <C>          <C>
Statutory unpaid claims and
 claim adjustment expenses............      $11,253      $11,541      $11,391

Adjustments:
  Salvage and subrogation.(2).........            -            -         (147)
  Subsidiary operations (3)...........          185          206          163
                                            _______      _______      _______

GAAP unpaid claims and
 claim adjustment expenses............      $11,438      $11,747      $11,407
                                            _______      _______      _______
                                            _______      _______      _______

<FN>

(1) Accident and health business is excluded.
(2) In 1992, the NAIC adopted a new accounting principle to allow salvage and
    subrogation to be offset against loss reserves, which is consistent with GAAP.
    For 1993 and 1992, salvage and subrogation is deducted from statutory unpaid
    claims and claim adjustment expenses.
(3) These operations are accounted for on an equity basis for statutory purposes.

</TABLE>


The following reserve runoff table represents Aetna's combined 
property-casualty loss and loss expense experience.  Each column 
shows, for the year indicated:

    the reserve held at year end;

    cumulative data for payments made in each subsequent year for 
    that reserve year;

    liability reestimates made in each subsequent year for that 
    reserve year;

    the redundancy (deficiency) represented by the difference 
    between the original reserve held at the end of that year and 
    the reestimated liability as of the end of 1993; and

    the change in redundancy (deficiency) from the end of each 
    reserve year shown to the end of each subsequent reserve year.

The majority of increases to prior accident year reserves were for 
losses and related expenses for asbestos and other product 
liability risks attributable to policies written prior to 1978 and 
for workers' compensation claims.

The table represents historical data; it would not be appropriate 
to use such data to project the company's future reserving 
activity or its future performance generally.


<PAGE> 21

<TABLE>

<CAPTION>

Year Ended                 1983   1984   1985   1986   1987   1988    1989    1990    1991    1992    1993 (1)
                           ____   ____   ____   ____   ____   ____    ____    ____    ____    ____    ____

(Millions)

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

Liability for unpaid
  claims and claim
  adjustment expenses......$5,650 $5,948 $6,560 $7,503 $8,708 $9,843  $10,557 $11,064 $11,407 $11,747 $11,438

Paid (cumulative) as of:

  End of year..............     0      0      0      0      0      0        0       0       0       0       0
  One year later........... 1,741  1,844  2,067  2,180  2,552  3,134    3,069   3,080   2,973   2,889
  Two years later.......... 2,806  3,055  3,372  3,727  4,547  4,955    4,994   5,133   5,116
  Three years later........ 3,634  3,936  4,436  5,179  5,797  6,250    6,404   6,735
  Four years later......... 4,221  4,669  5,504  6,065  6,682  7,212    7,578
  Five years later......... 4,730  5,493  6,118  6,692  7,354  8,048
  Six years later.......... 5,386  5,942  6,571  7,197  7,991
  Seven years later........ 5,747  6,290  6,955  7,705
  Eight years later........ 6,012  6,597  7,375
  Nine years later......... 6,264  6,959
  Ten years later.......... 6,581

Liability reestimated as of:

  End of year.............. 5,650  5,948  6,560  7,503  8,708  9,843   10,557  11,064  11,407  11,747  11,438
  One year later........... 5,659  6,013  6,778  7,746  9,022 10,015   10,644  11,109  11,873  11,807
  Two years later.......... 5,730  6,272  7,056  8,188  9,312 10,203   10,791  11,737  12,100
  Three years later........ 5,943  6,531  7,536  8,539  9,547 10,457   11,376  12,050
  Four years later......... 6,130  6,926  7,910  8,813  9,808 10,985   11,617
  Five years later......... 6,461  7,291  8,156  9,084 10,319 11,207
  Six years later.......... 6,791  7,515  8,422  9,577 10,498
  Seven years later........ 6,985  7,778  8,907  9,772
  Eight years later........ 7,235  8,250  9,124
  Nine years later......... 7,691  8,472
  Ten years later.......... 7,918

Redundancy (Deficiency)....(2,268)(2,524)(2,564)(2,269)(1,790)(1,364)  (1,060)   (986)   (693)    (60)      0
Change in redundancy
  (deficiency).............   N/A   (256)   (40)   295    479    426      304      74     293     633      60

Gross liability,
  end of year (2)..........                                                                   $15,979 $15,846
Reinsurance recoverable....                                                                     4,232   4,408
                                                                                              _______ _______
Net liability,
  end of year..............                                                                   $11,747 $11,438
                                                                                              _______ _______
                                                                                              _______ _______

Gross reestimated
  liability-latest (2).....                                                                   $16,358
Reestimated
  recoverable-latest.......                                                                     4,551
                                                                                              _______
Net reestimated
  liability-latest.........                                                                   $11,807
                                                                                              _______
                                                                                              _______

Gross cumulative deficiency                                                                   $  (379)
                                                                                              _______
                                                                                              _______

<FN>

(1) Includes the cumulative effect adjustment related to the change in accounting to report
    workers' compensation life table indemnity claims on a discounted basis.

(2) Information presented gross in 1993 and 1992 due to the adoption of FAS No. 113,
    Accounting and Reporting for Reinsurance of Short-Duration and Long-Duration Contracts,
    retroactive to December 31, 1992.  Adoption of FAS No. 113 had no impact on the 1993 net loss.

</TABLE>


<PAGE> 22

6.  International

The International segment ("International"), through subsidiaries 
and joint venture operations, sells primarily life insurance and 
financial services products in non-U.S. markets including Canada, 
Malaysia, Taiwan, Chile, Mexico, the United Kingdom, Hong Kong, 
Korea and New Zealand.  International operations are subject to 
regulation in the various jurisdictions in which they do business.  
In most of the geographic areas and markets in which International 
has operations, the competition is extensive.  Methods of 
distribution vary by country and by product, and include direct 
sales, sales through agents and brokers, and sales through joint 
ventures.

On June 30, 1993, the company completed the sale of its U.K. life 
and investment management operations.  The company realized an 
after-tax capital loss of $12 million on the sale as well as $37 
million of tax benefits from cumulative operating losses of the 
subsidiary not previously available for tax benefits.

The company completed the sale of its 43% interest in La Estrella 
S.A. de Seguros, a Spanish insurance company, to Banco Hispano 
Americano in May 1991.  The company realized a net capital gain of 
$33 million (after-tax) on the sale.

Operations outside the U.S. have added risks such as 
nationalization, expropriation, and the potential for restrictive 
capital regulations.  Given the particular countries in which 
International has operations, and the current size and nature of 
those operations, management does not believe such risks are 
material to the company.

The following table sets forth International's premium revenue, 
net investment income, other income and net realized capital 
gains/losses and life insurance in force, before deductions for 
reinsurance ceded to other companies:

<TABLE>
<CAPTION>
(millions)                          1993         1992         1991         1990         1989
                                    ____         ____         ____         ____         ____
<S>                                 <C>          <C>          <C>          <C>          <C>
Premiums..........................  $  952.2     $  898.3     $  549.4     $  455.5     $  343.9
                                    ________     ________     ________     ________     ________
                                    ________     ________     ________     ________     ________
Net investment income, other
 income and net realized capital
 gains/losses.....................  $  383.1     $  398.2     $  397.2     $  265.8     $  268.9
                                    ________     ________     ________     ________     ________
                                    ________     ________     ________     ________     ________
Life insurance in force, end 
  of year.........................  $ 44,186     $ 37,172     $ 30,083     $ 21,238     $ 16,771
                                    ________     ________     ________     ________     ________
                                    ________     ________     ________     ________     ________
</TABLE>

Premium growth in 1992 included $128 million from the second 
quarter consolidation of a previously unconsolidated subsidiary as 
a result of an increase in the company's ownership percentage.

7.  Investments

The investment income and realized capital gains and losses from 
the investment portfolios of the company's insurance subsidiaries 
contribute to the results of the insurance operations described 
above.  Investment strategies and portfolios are designed to 
reflect the liability profiles, competitive requirements and tax 
characteristics of the company's different products.  The 
distribution of maturities is monitored, and security purchases 
and sales are executed with the objective of having adequate funds 
available to satisfy the company's maturing liabilities.  The 
company also utilizes futures and forward contracts and swap 
agreements in order to manage investment returns and to align 
maturities, interest rates, currency rates and funds availability 
with its obligations.

<PAGE> 23

See MD&A - Investments in the Annual Report for a further 
discussion of investments.

a.  Investments Related to Life, Health, Annuity and Pension Operations

Consistent with the nature of the contract obligations involved in 
the company's group and individual life, health and disability, 
annuity and pension operations, the majority of the general 
account assets attributable to such operations have been invested 
in intermediate and long-term, fixed income obligations such as 
treasury obligations, mortgage-backed securities, corporate debt 
securities and mortgage loans.

For information concerning the valuation of investments, see Notes 
1, 5, and 6 of Notes to Financial Statements in the Annual Report.

The following table sets forth the distribution of invested 
assets, cash and cash equivalents and accrued investment income as 
of the end of the years indicated (1):

<TABLE>

<CAPTION>
(millions)                                 1993 (2,3)   1992       1991       1990       1989
                                           ____         ____       ____       ____       ____

<S>                                        <C>          <C>        <C>        <C>        <C>
Debt securities:
  Bonds:
    United States Government and
      government agencies and
      authorities..................        $ 4,800.8    $ 2,318.7  $ 1,443.1  $   585.7  $   427.5
    States, municipalities and
      political subdivisions.......            157.8        171.7      247.6      123.4      557.0
    Foreign(4).....................          2,538.5        846.5    1,410.6    1,526.9    1,655.5
    Public utilities...............          2,046.1      1,615.3    2,079.9    2,518.3    2,734.6
    Financial......................          3,643.0      2,188.6    2,477.3    2,985.7    3,352.5
    Transportation/Capital goods...          1,950.8      1,728.6    2,285.2    2,650.9    2,623.4
    Mortgage-backed securities.....          8,784.6     10,117.4    8,208.3    7,132.1    5,582.2
    Food and fiber.................            708.5        652.5      750.4      857.7      635.1
    Natural resources and services             842.0        600.4      738.5      800.0      822.4
    All other corporate bonds......          3,033.6      3,037.5    2,816.1    2,765.1    2,443.4
                                           _________    _________  _________  _________  _________
      Total bonds..................         28,505.7     23,277.2   22,457.0   21,945.8   20,833.6
  Redeemable preferred stocks......              1.3          1.8        3.3        1.6        1.9
                                           _________    _________  _________  _________  _________
      Total debt securities........         28,507.0     23,279.0   22,460.3   21,947.4   20,835.5
                                           _________    _________  _________  _________  _________

  Equity securities:
    Common stocks..................            210.5        108.8      101.1       73.2       82.3
    Non-redeemable preferred stocks            101.0        107.8      158.3      147.4      158.2
                                           _________    _________  _________  _________  _________
      Total equity securities......            311.5        216.6      259.4      220.6      240.5
                                           _________    _________  _________  _________  _________

  Short-term investments...........            413.5        838.7       73.3      883.1      201.0
  Mortgage loans...................         12,331.2     15,203.0   17,507.0   19,499.2   19,598.7
  Real estate......................            944.1      1,116.3    1,022.2      728.7      655.2
  Policy loans.....................            448.3        427.4      414.2      404.1      389.3
  Other............................            242.3        319.9      229.4      593.8      690.8
                                           _________    _________  _________  _________  _________
      Total investments............        $43,197.9    $41,400.9  $41,965.8  $44,276.9  $42,611.0
                                           _________    _________  _________  _________  _________
                                           _________    _________  _________  _________  _________

Cash and cash equivalents..........        $ 1,232.5    $ 1,516.3  $ 2,231.3  $ 1,037.8  $ 1,394.6
                                           _________    _________  _________  _________  _________
                                           _________    _________  _________  _________  _________

Accrued investment income..........        $   529.7    $   523.6  $   575.8  $   630.4  $   646.6
                                           _________    _________  _________  _________  _________
                                           _________    _________  _________  _________  _________

<FN>

(1) Excludes International and Separate Accounts.
(2) The majority of debt securities are carried at fair value in 1993 due to the adoption of FAS No. 115,
    Accounting for Certain Investments in Debt and Equity Securities, at December 31, 1993.
(3) Includes $14.7 billion of assets supporting discontinued products.
(4) "Foreign" includes foreign governments, foreign political subdivisions, foreign public utilities
    and all other bonds of foreign issuers.

</TABLE>

<PAGE> 24

Mortgage-backed securities at December 31, 1993, 1992 and 1991 
included the following categories of collateralized mortgage 
obligations (1):
<TABLE>
<CAPTION>
(millions)
                                    Amortized Cost,
                                    net of valuation
                                    reserves           Fair Value       Yield (2)
                                    ________________   __________       _____
<S>                                 <C>                <C>              <C>
1993
____
Sequentials....................     $1,788.4           $1,890.9          10.3%
Planned Amortization Class.....      3,347.7            3,562.2           8.8
Interest Only..................         45.0               45.7          13.1
Principal Only.................         73.8              110.5          19.6
Z-Tranches.....................        276.8              319.6          10.2
Other..........................         66.1               65.4           6.9
                                    ________           ________              
  Total........................     $5,597.8           $5,994.3           9.5
                                    ________           ________              
                                    ________           ________              

1992
____
Sequentials....................     $2,090.5           $2,213.6          10.2%
Planned Amortization Class.....      2,689.6            2,847.2           9.0
Interest Only..................        287.3              236.3           5.3
Principal Only.................        242.7              273.3          10.4
Z-Tranches.....................        661.6              714.5          10.4
Other..........................        204.9              205.1           7.9
                                    ________           ________              
  Total........................     $6,176.6           $6,490.0           9.4
                                    ________           ________              
                                    ________           ________              

1991
____
Sequentials....................     $1,589.0           $1,747.9           9.9%
Planned Amortization Class.....      2,507.0            2,728.3           9.5
Interest Only..................         69.1               61.5          10.5
Principal Only.................        312.6              357.4           7.6
Z-Tranches.....................        289.6              326.4          10.1
Other..........................        125.1              133.7           6.2
                                    ________           ________              
  Total........................     $4,892.4           $5,355.2           9.5
                                    ________           ________              
                                    ________           ________              
<FN>
(1) Excludes Separate Accounts.
(2) Based on fair value at year-end.
</TABLE>

The following table summarizes investment results of the company's 
life, health, annuity and pension operations (1):
<TABLE>
<CAPTION>
(dollar amounts in millions)
                        Net              Earned Net        Net Realized     Change in Net
                     Investment          Investment        Capital Gains    Unrealized Capital
                     Income (2)        Income Rate (3)     (Losses) (4)     Gains and Losses (5)
                     __________        _______________     _____________    ____________________
<S>                  <C>               <C>                 <C>              <C>
For the year:
1993...............  $3,653.0           8.8%               $  (40.8)        $  281.8
1992...............   3,835.9           8.9                  (111.7)           (26.9)
1991...............   4,202.7           9.7                  (373.0)            79.9
1990...............   4,258.9           9.9                  (171.8)           (29.3)
1989...............   4,114.4          10.0                     9.3             42.9
<FN>
(1) Excludes International and Separate Accounts.
(2) Net investment income excludes net realized capital gains and losses
    and is after deduction of investment expenses, but before deduction of
    federal income taxes.
(3) The Earned Net Investment Income Rate for any given year is equal to (a) net
    investment income divided by (b) the average of (i) cash, invested assets and
    investment income due and accrued less borrowed money at the beginning of the
    year and (ii) cash, invested assets and investment income due and accrued
    less borrowed money at the end of the year, less net investment income.
    Debt securities are reflected primarily at amortized cost for purposes of
    this calculation.  Investments in affiliates have been eliminated for purposes
    of this calculation.
(4) Net realized capital gains (losses) are before federal income taxes and after
    gains and losses allocable to experience rated pension contractholders.
    Intercompany transactions between life, health, annuity and pension operations
    and property-casualty operations have not been eliminated.
(5) Net unrealized capital gains (losses) are before federal income taxes and
    exclude changes in unrealized capital gains (losses) related to experience
    rated contractholders and discontinued products.  Intercompany transactions
    between life, health, annuity and pension operations and property-casualty
    operations have not been eliminated.
</TABLE>

<PAGE> 25

b.  Investments Related to Property-Casualty Operations

The investment strategies for assets related to personal and 
commercial property-casualty operations are designed to maximize 
yield with appropriate liquidity and preservation of principal, 
and to permit periodic adjustment of the portfolio mix, in order 
to reflect changes in underwriting results and thus maximize 
after-tax income.  Common stocks are held with the primary 
objective of achieving portfolio appreciation through capital 
gains and income.  The size of common stock holdings is controlled 
in relation to surplus levels.

For information concerning the valuation of investments, see Notes 
1, 5, and 6 of Notes to Financial Statements in the Annual Report.

The following table sets forth the distribution of invested 
assets, cash and cash equivalents and accrued investment income as 
of the end of the years indicated (1):

<TABLE>

<CAPTION>

(millions)                               1993 (2)     1992        1991        1990        1989
                                         ____         ____        ____        ____        ____

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

Debt Securities:
  Bonds:
    United States Government
      and government agencies
      and authorities...............     $ 3,341.9    $   895.7   $   828.2   $   622.9   $   485.2
    States, municipalities and
      political subdivisions........       2,086.9      2,210.0     2,953.1     4,114.4     4,128.3
    Foreign(3)......................         757.2        533.0       597.8       431.4       420.3
    Public utilities................         717.3        676.3       455.9       293.3       300.5
    Financial.......................       1,280.0        708.6       946.3       768.1       964.4
    Transportation/Capital goods....         215.9        290.3       256.2       225.1       200.8
    Mortgage-backed securities......       1,453.5      3,029.5     2,561.7     2,009.9     2,043.6
    Food and fiber..................         218.3        213.9       169.8       122.3       116.0
    Natural resources and services..         279.6        334.3       268.6       166.6       188.8
    All other corporate bonds.......         636.8        602.9       287.0       217.3       289.5
                                         _________    _________   _________   _________   _________
        Total bonds.................      10,987.4      9,494.5     9,324.6     8,971.3     9,137.4
    Redeemable preferred stocks.....          92.3        162.8       140.5       166.0       178.9
                                         _________    _________   _________   _________   _________
        Total debt securities.......      11,079.7      9,657.3     9,465.1     9,137.3     9,316.3
                                         _________    _________   _________   _________   _________

Equity securities:
  Common stocks.....................       1,169.5      1,015.0       645.9       484.2       854.1
  Non-redeemable preferred stocks...           7.2          7.8        14.4        21.0        15.9
                                         _________    _________   _________   _________   _________
        Total equity securities.....       1,176.7      1,022.8       660.3       505.2       870.0
                                         _________    _________   _________   _________   _________

Short-term investments..............         235.8        506.8       479.2       720.1        31.9
Mortgage loans......................       1,834.1      2,126.0     2,303.8     2,629.7     2,512.9
Real estate.........................         314.8        344.6       317.0       240.3       290.1
Other...............................         295.7        258.9       490.0       331.8       381.9
                                         _________    _________   _________   _________   _________
        Total investments...........     $14,936.8    $13,916.4   $13,715.4   $13,564.4   $13,403.1
                                         _________    _________   _________   _________   _________
                                         _________    _________   _________   _________   _________

Cash and cash equivalents...........     $   (11.0)   $   597.1   $   382.4   $   471.3   $   781.2
                                         _________    _________   _________   _________   _________
                                         _________    _________   _________   _________   _________

Accrued investment income...........     $   206.8    $   192.7   $   201.6   $   209.2   $   215.6
                                         _________    _________   _________   _________   _________
                                         _________    _________   _________   _________   _________

<FN>

(1) Excludes International and investments in affiliates.
(2) The majority of debt securities are carried at fair value in 1993 due to the adoption of
    FAS No. 115, Accounting for Certain Investments in Debt and Equity Securities, at December 31, 1993.
(3) "Foreign" includes foreign governments, foreign political subdivisions,
    foreign public utilities and all other bonds of foreign issuers.

</TABLE>


<PAGE> 26

Mortgage-backed securities at December 31, 1993, 1992 and 1991 
included the following categories of collateralized mortgage 
obligations (1):

<TABLE>
<CAPTION>
(millions)
                                    Amortized Cost,
                                    net of valuation
                                    reserves           Fair Value        Yield (2)
                                    ________________   __________        _____
<S>                                 <C>                <C>               <C>
1993
____
Sequentials....................     $  102.4           $  102.4           6.7%
Planned Amortization Class.....        211.6              213.0           6.8
Principal Only.................         53.3               54.7           6.5
Z-Tranches.....................          7.0                7.0           4.8
Other..........................         10.3               10.2           8.9
                                    ________           ________              

  Total........................     $  384.6           $  387.3           6.8
                                    ________           ________              
                                    ________           ________              


1992
____
Sequentials....................     $  468.9           $  488.4           7.9%
Planned Amortization Class.....        874.7              909.7           7.9
Principal Only.................         40.5               46.4           1.0
Z-Tranches.....................         11.1               11.5           6.8
Other..........................         80.1               80.9             -
                                    ________           ________              

  Total........................     $1,475.3           $1,536.9           7.7
                                    ________           ________              
                                    ________           ________              


1991
____
Sequentials....................     $  100.6           $  106.9           8.8%
Planned Amortization Class.....      1,385.2            1,473.8           9.1
Principal Only.................         30.2               34.8           4.2
Other..........................         24.2               24.8           7.9
                                    ________           ________              

  Total........................     $1,540.2           $1,640.3           9.0
                                    ________           ________              
                                    ________           ________              
<FN>
(1) Excludes International.
(2) Based on fair value at year-end.
</TABLE>


The following table summarizes investment results of the company's 
property-casualty insurance operations (1):

<TABLE>
<CAPTION>
(dollar amounts in millions)
                        Net         Earned Net        Net Realized       Change in Net
                     Investment     Investment        Capital Gains      Unrealized Capital
                     Income (2)   Income Rate (3)     (Losses) (4)       Gains and Losses (4)
                     __________   _______________     _____________      ____________________
<S>                  <C>               <C>            <C>                <C>
For the year:
1993...............  $  959.0          7.3%           $  149.2           $  207.6
1992...............     946.1          7.2               217.4              200.6
1991...............   1,057.9          8.3                36.2              118.3
1990...............   1,136.0          8.8                53.8             (129.8)
1989...............   1,038.6          8.0               211.6              186.8

<FN>
(1) Excludes International.
(2) Net investment income excludes net realized capital gains and losses and
    is after deduction of investment expenses, but before deduction of federal
    income taxes.
(3) The Earned Net Investment Income Rate for any given year is equal to (a) net
    investment income divided by (b) the average of (i) cash, invested assets and
    investment income due and accrued less borrowed money at the beginning of the
    year and (ii) cash, invested assets and investment income due and accrued less
    borrowed money at the end of the year, less net investment income.  Debt
    securities are reflected primarily at amortized cost for purposes of this
    calculation.  Investments in affiliates have been eliminated for purposes of
    this calculation.
(4) Net realized and unrealized capital gains (losses) are before federal income
    taxes and exclude changes in unrealized capital gains (losses) related to
    experience rated contractholders.  Intercompany transactions between life,
    health, annuity and pension operations and property-casualty operations have
    not been eliminated.
</TABLE>

<PAGE> 27

8.  Other Matters

a.   Regulation

General

Aetna's insurance businesses are subject to comprehensive, 
detailed regulation throughout the United States and the foreign 
jurisdictions in which they do business.  The laws of the various 
jurisdictions establish supervisory agencies with broad authority 
to regulate, among other things, the granting of licenses to 
transact business, premium rates for certain coverages, trade 
practices, agent licensing, policy forms, underwriting and claims 
practices, reserve adequacy, insurer solvency, the maximum 
interest rates that can be charged on life insurance policy loans, 
and the minimum rates that must be provided for accumulation of 
surrender value.  Many also regulate investment activities on the 
basis of quality, distribution and other quantitative criteria.  
Further, many jurisdictions compel participation in, and regulate 
composition of, various residual market mechanisms.  Aetna's 
operations and accounts are subject to examination at regular 
intervals by domestic and other insurance regulators.

Although the federal government does not directly regulate the 
business of insurance, many federal laws do affect that business.  
Existing or recently proposed federal laws that may significantly 
affect or would affect, if passed, the insurance business cover 
such matters as employee benefits (including regulation of 
federally qualified HMOs), controls on medical care costs, medical 
entitlement programs (e.g., Medicare), environmental regulation 
and liability, product liability, civil justice procedural reform, 
earthquake insurance, removal of barriers preventing banks from 
engaging in the insurance and mutual fund businesses, repeal of 
some portions of the McCarran-Ferguson exemption of the business 
of insurance from federal antitrust laws, the taxation of 
insurance companies (see Notes 1 and 10 of Notes to Financial 
Statements in the Annual Report), and the tax treatment of 
insurance products.

Health Care

In addition to regulations applicable to insurance companies 
generally (described above), Aetna's managed health care products 
are subject to varying levels of state insurance, health 
maintenance organization ("HMO") and/or health department 
regulation.  Among other things, these regulations address health 
care network composition, new product offerings, product and 
benefit contracts and the extent to which insurance companies may 
provide incentives to insureds to use services from "preferred" 
health care service providers or pay contractual and non-
contractual health care providers unequally for equivalent 
services.  Some jurisdictions also regulate the extent to which 
managed health care plans may offer their enrollees the option of 
receiving health care services from non-contracting providers.  
Additionally, these plans are subject to state, and in some cases 
federal, regulation concerning solvency and other operational 
requirements.

Both the Clinton Administration and a number of states have 
proposed significant health care reform legislation.  (For 
additional discussion, see MD&A - Health and Life Insurance and 
Services in the Annual Report.) 

<PAGE> 28

Insurance and Insurance Holding Company Laws

Several states, including Connecticut, regulate affiliated groups 
of insurers such as Aetna under insurance holding company 
statutes. Under such laws, intercorporate asset transfers and 
dividend payments from insurance subsidiaries may require prior 
notice to or approval of the insurance regulators, depending on 
the size of such transfers and payments relative to the financial 
position of the affiliate making the transfer.  These laws also 
regulate changes in control, as do Connecticut corporate laws 
(which also apply to insurance corporations).  See Note 8 of Notes 
to Financial Statements in the Annual Report.

As a licensed Connecticut-domiciled insurer, the company is 
subject to Connecticut insurance laws.  These laws, among other 
things, enable insurers to redeem their stock from any shareholder 
who fails, in the good faith determination of the insurer's board 
of directors, to (i) meet the qualifications prescribed under 
Connecticut law for licensure or (ii) to secure the regulatory 
approvals required under Connecticut law for ownership of such 
stock.

Securities Laws

The Securities and Exchange Commission ("SEC") and, to a lesser 
extent, the states regulate the sales and investment management 
activities of broker-dealer and investment advisory subsidiaries 
of the company.  The SEC also regulates some of its pension, 
annuity, life insurance and other investment and retirement 
products.  Additionally, certain Separate Accounts and mutual 
funds of Aetna Life Insurance and Annuity Company are subject to 
SEC regulation under the Investment Company Act of 1940.  As a 
stock company, Aetna also is subject to extensive reporting 
obligations under the Securities Exchange Act of 1934.

Property-Casualty

Over the past several years, the company's insurance businesses, 
particularly personal automobile and workers' compensation, have 
been the target of various regulatory and legislative initiatives 
that management believes have limited the basis upon which the 
company conducts its activities.  Such initiatives have, among 
other things, sought to (1) freeze or reduce rates that may be 
charged for certain insurance products, (2) force the company to 
issue and renew insurance in markets where the company cannot 
achieve an acceptable rate of return, and (3) restructure residual 
or involuntary markets.  Residual or involuntary markets are 
established to provide coverage to insureds unable to obtain 
policies in the private marketplace.  As state-mandated rates are 
frequently inadequate, these markets are in effect often 
subsidized by the insurance industry.  More recently, attempts 
have been made to apply these initiatives to the property 
insurance lines as a means of addressing the availability of 
property insurance in certain urban and shorefront locations.


<PAGE> 29

Insurance Company Guaranty Fund Assessments

Under insurance guaranty fund laws existing in all states, 
insurers doing business in those states can be assessed (up to 
prescribed limits) for certain obligations of insolvent insurance 
companies to policyholders and claimants.  The after-tax charges 
to earnings for guaranty fund obligations for the years ended 
December 31, 1993, 1992 and 1991 were $17 million, $49 million, 
and $23 million, respectively.  The increase in the 1992 provision 
is principally related to insolvencies of certain large insurance 
companies.  The amounts ultimately assessed may differ from the 
amounts charged to earnings because such assessments may not be 
made for several years and will depend upon the final outcome of 
regulatory proceedings.

While the company has historically recovered more than half of 
guaranty fund assessments through statutorily permitted premium 
tax offsets and policy surcharges, significant increases in 
assessments could jeopardize future efforts to recover such 
assessments.

The company has actively supported improved insurer solvency 
regulation, including measures that would facilitate earlier 
identification of troubled insurers, and amendments to guaranty 
fund laws that would reduce the costs of such insolvencies to 
solvent insurers such as Aetna.

Proposition 103

In March 1992, the California Insurance Commissioner 
("Commissioner") issued a notice of hearing to the company 
requiring that it show cause why it should not be ordered to pay 
refunds with interest pursuant to Proposition 103.  Proposition 
103 is a voter initiative adopted in November 1988 which requires, 
among other things, certain premium rollbacks or refunds by 
insurance companies.  The Commissioner alleged that the company's 
refund obligation was $110 million, plus 10% interest from May 
1989 (or $51 million as of December 31, 1993).

On January 13, 1994, the company entered into a stipulation with 
the California Department of Insurance ("Department") under which 
the company agreed to make refunds of $31 million, including 
interest, with respect to certain California policies issued or 
renewed between November 8, 1988 and November 7, 1989.  The 
Department has agreed that this refund constitutes the company's 
complete and entire rollback and refund obligation.  Given 
applicable reserves, the agreement with the Department will not 
materially affect the company's earned premium revenue or net 
income.

See MD&A - Regulatory Environment in the Annual Report for 
additional discussion of regulatory matters.

b.   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.  In 
1992, two of Aetna Life and Casualty Company's significant 
subsidiaries had more than two IRIS ratios that were outside of NAIC 
acceptable ranges, as discussed below.

<PAGE> 30

Aetna Life Insurance Company ("ALIC") fell outside acceptable ranges 
in 1992 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 Adequacy of 
Investment Income Ratio which compares investment income to credited 
interest; (iii) the Change in Product Mix Ratio which measures 
changes in the percentage of total premiums by product line; and (iv) 
the Change in Reserving Ratio which is designed for an open growing 
block of business.  During 1992, significant capital was contributed 
by Aetna Life and Casualty Company to ALIC.  The regulators were 
satisfied, after analysis, that ALIC did not warrant special 
attention.

In 1992, The Aetna Casualty and Surety Company ("AC&S") fell outside 
of acceptable ranges 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 improvement or deterioration in a company's financial condition 
during the year; and (iii) the Ratio of Liabilities to Liquid Assets 
which measures the liquidity of a company.  During 1992, AC&S sold 
its wholly owned subsidiary, American Re-Insurance Company.  Proceeds 
from this sale were dividended to Aetna Life and Casualty Company.  
This one-time event caused certain of the ratios described above to 
fall outside of acceptable ranges.  The regulators were satisfied, 
after analysis, that AC&S did not warrant special attention.

Management expects that certain of the company's significant 
subsidiaries will have more than two IRIS ratios outside of NAIC 
acceptable ranges for 1993.

c. 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 years ended December 31:

<TABLE>
<CAPTION>
(millions)                             1993        1992       1991     1990      1989
                                       ____        ____       ____     ____      ____
<S>                                    <C>        <C>        <C>       <C>       <C>
Ratio of Earnings to Fixed Charges     (a)        .42 (b)     2.13      3.03      4.13
Ratio of Earnings to Combined Fixed
  Charges and Preferred Stock
   Dividends                           (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 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> 31

d.   Miscellaneous 

Aetna had approximately 42,600 domestic employees at December 31, 
1993.

Management believes that the company's computer facilities, 
systems and related procedures are adequate to meet its business 
needs.  The company's data processing systems and backup and 
security policies, practices and procedures are regularly 
evaluated by the company's management and its internal auditors 
and are modified as considered necessary.

Portions of Aetna's insurance business are seasonal in nature.  
Reported claims under group health and certain property-casualty 
products are generally higher in the first quarter.  Sales, 
particularly of individual life products, are generally lowest in 
the first quarter and highest in the fourth quarter.

No customer accounted for 10% or more of Aetna's consolidated 
revenues in 1993.  In addition, no segment of Aetna's business is 
dependent upon a single customer or a few customers, the loss of 
which would have a significant effect on the segment.  See Note 14 
of Notes to Financial Statements regarding segment information in 
the Annual Report.

The loss of business from any one, or a few, independent brokers 
or agents would not have a material adverse effect on the company 
or any of its segments.  In general, the company is not 
contractually obligated or committed to accept a fixed portion of 
business submitted by any of its property-casualty agents or 
brokers.  The company generally reviews all of its policy 
applications, both new and renewal, for approval and acceptance.  
There are cases where the company has delegated limited 
underwriting authority to select agents generally for smaller 
business for specific classes of risks.  The risks accepted by the 
company under these conditions are reviewed by company 
underwriters.  This authority generally can be rescinded at any 
time at the discretion of the company and without prior notice to 
the agents.

Item 2. Properties.

The home office of Aetna, owned by Aetna Life Insurance Company, 
is a building complex located at 151 Farmington Avenue, Hartford, 
Connecticut, with approximately 1.6 million square feet.  The 
company also owns or leases other space in the greater Hartford 
area as well as various field locations throughout the country.  
The company expects to vacate certain of these facilities in 1994 
(please see MD&A - Overview in the Annual Report).

The foregoing does not include numerous investment properties held 
by Aetna in its general and separate accounts.


<PAGE> 32

Item 3.  Legal Proceedings.

In Re:  Stepak v. Aetna Life and Casualty Company et al.

On October 22, 1990, a shareholder filed a lawsuit in United 
States District Court for the District of Connecticut ("District 
Court").  The suit, which was filed on behalf of a class of 
company shareholders, named as defendants Aetna Life and Casualty 
Company ("Aetna") and certain present and former Aetna officers 
and directors.

The suit alleges that the defendants fraudulently and in violation 
of federal securities laws failed, among other things, to 
adequately disclose alleged deterioration in the value of mortgage 
loan and real estate investment portfolios and that the plaintiff, 
acting in reliance upon such allegedly misleading public 
statements, purchased Aetna common stock at artificially inflated 
prices.  The suit seeks certification of the class and unspecified 
compensatory and punitive damages.

In November 1990, the plaintiff filed an amended complaint.  The 
defendants moved to have the amended complaint dismissed.  The 
plaintiff subsequently filed a second amended complaint, and in 
August 1991 the District Court denied the defendants' motion to 
dismiss this complaint.  In the interim, the plaintiff dropped all 
but two of the original individual defendants.  Subsequently, a 
class was conditionally certified composed of purchasers of Aetna 
common stock during the period from February 16, 1989 through 
November 13, 1990, with some exceptions.

Aetna has answered the complaint, denying all substantive 
averments, and discovery is substantially complete.  Aetna 
believes that the suit is neither supported as a matter of fact 
nor as a matter of law and, with the other defendants, will 
continue to contest vigorously the litigation.

In Re:  Standard Financial Indemnity Corporation et al.
        v. The Aetna Casualty and Surety Company et al.

In 1989, the Standard Financial Indemnity Corporation ("SFIC") filed 
an antitrust suit in Texas state court against The Aetna Casualty and 
Surety Company ("Aetna Casualty") and all other insurers acting as 
servicing carriers for the Texas workers' compensation assigned risk 
pool (collectively, "defendants").  The complaint alleged that the 
plaintiff's application to become a servicing carrier had been 
wrongfully denied pursuant to a conspiracy among the servicing 
carriers.  In February 1990, Preferred Employers' Insurance Company 
("Preferred") joined the suit as a plaintiff and made an additional 
claim alleging that the servicing carriers had intentionally overpaid 
claims in order to raise prices and to drive workers' compensation 
customers into the assigned risk pool.

The defendants' motion to dismiss the original suit brought by SFIC, 
which Preferred had later joined as a plaintiff, was granted in March 
1990.  SFIC appealed this ruling and on May 19, 1993, the Court of 
Appeal, Third District of Texas ("Court of Appeal") reversed and 
remanded the matter to the trial court.  Preferred did not appeal the 
initial dismissal of the original suit and, therefore, is no longer a 
party to the litigation.  On March 12, 1992, the Texas Commissioner 
of Insurance placed SFIC into receivership.  On August 25, 1993, the 
Court of Appeal denied defendant's motion for rehearing.  On 
September 24, 1993, defendants filed an application for writ of error 
with the Supreme Court of Texas.  A settlement for an amount not 
material to the company has been reached with SFIC's receiver and has 
become final.

<PAGE> 33

In Re:  Attorneys General Antitrust Litigation

The description of this litigation is contained in Note 16 of Notes 
to Financial Statements in the Annual Report and is incorporated 
herein by reference.

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.  See MD&A - Property-Casualty 
Reserves in the Annual Report.

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 4.  Submission of Matters to a Vote of Security Holders.

None.


<PAGE> 34

EXECUTIVE OFFICERS OF AETNA LIFE AND CASUALTY COMPANY*

The Chairman of Aetna Life and Casualty Company is elected and all 
other executive officers listed below are appointed by the Board 
of Directors of the company at its Annual Meeting each year to 
hold office until the next Annual Meeting of the Board or until 
their successors are elected or appointed.  None of these officers 
have family relationships with any other executive officer or 
Director.

<TABLE>

<CAPTION>
                                                                    Business Experience
Name of Officer           Principal Position             Age        During Past Five Years
_______________           __________________             ___        ______________________

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

Ronald E. Compton         Chairman and President         61          (1)

Zoe Baird                 Senior Vice President and
                          General Counsel                41          (2)

Gary G. Benanav           Executive Vice President,
                          Property/Casualty**            48          (3)

Mary Ann Champlin         Senior Vice President,
                          Human Resources                46          (4)

Daniel P. Kearney         Executive Vice President,
                          Investments/Financial 
                          Services**                     54          (5)

Patrick W. Kenny          Group Executive, Finance
                          and Administration             51          (6)

Elizabeth R. Krupnick     Senior Vice President,
                          Corporate Affairs              44          (7)

James W. McLane           Executive Vice President,
                          Health/Group Life**            55          (8)

Vanda B. McMurtry         Senior Vice President,
                          Federal Government Relations   44          (9)

Robert E. Broatch         Senior Vice President,
                          Finance and Corporate
                          Controller                     45         (10)

John D. Loewenberg        Senior Vice President,
                          Aetna Information
                          Technology                     53         (11)

Brian E. Scott            Vice President and
                          Senior Corporate Actuary       57         (12)

<FN>

*   As of March 1, 1994

**  Executive Vice Presidents, in conjunction with certain other senior
    officers, are responsible for assisting the Chairman in setting
    policy and overall direction for the company.  In addition, each
    Executive Vice President is responsible for overseeing key initiatives
    and business decisions of the following specified lines of business:
    Mr. Benanav -- international, personal and commercial property-casualty
    insurance; Mr. Kearney -- investments and large case pensions, individual
    life insurance, annuities and mutual funds, and small case pensions;
    and Mr. McLane -- group health insurance, including managed care
    operations, and group life insurance.

</TABLE>


<PAGE> 35

(1)
Mr. Compton has served as Chairman since March 1, 1992.  He is 
also President, a position he has held since July 1988.

(2)
Ms. Baird has served in her current position since April 1992.  
From July 1990 to April 1992 she served as Vice President and 
General Counsel.  From 1986 to July 1990 she was with General 
Electric Company, Fairfield, Connecticut, most recently as 
Counselor and Staff Executive.

(3)
Mr. Benanav has served in his current position since December 
1993.  From April 1992 to December 1993 he served as Group 
Executive responsible for International, individual life 
insurance, annuities, mutual funds, and small case pensions.  From 
April 1990 through April 1992, he served as Senior Vice President, 
International Insurance.  From August 1989 until April 1990, he 
served as Vice President, International Insurance Division.  From 
June 1986 to August 1989 he served as Vice President - Finance and 
Treasurer.

(4)
Ms. Champlin has served in her current position since November 
1992.  From February 1991 through November 1992 she served as Vice 
President, Aetna Human Resources.  From June 1989 through January 
1991 she served as Assistant Vice President, Corporate Management, 
Office of the Chairman.  From August 1988 to May 1989 she served 
as Director, Corporate Management, Office of the Chairman.

(5)
Mr. Kearney has served in his current position since December 
1993.  From February 1991 to December 1993 he served as Group 
Executive responsible for investments and large case pensions.  
From 1990 to February 1991 he served as the principal of Daniel P. 
Kearney, Inc.  From 1989 to 1990 he served as President and Chief 
Executive Officer of the Oversight Board of the Resolution Trust 
Corporation.  From 1988 to 1989 he served as a principal of 
Aldrich, Eastman and Waltch, Inc. (a pension fund advisor).

(6)
Mr. Kenny has served in his current position since March 1992.  
From January 1988 through February 1992, he served as Senior Vice 
President, Finance.

(7)
Ms. Krupnick has served in her current position since November 
1992.  From October 1989 through November 1992, she served as Vice 
President, Corporate Affairs.  From January 1988 to October 1989 
she served as Assistant Vice President, Corporate Affairs.


<PAGE> 36

(8)
Mr. McLane has served in his current position since December 1993.  
From April 1992 to December 1993, he served as Group Executive 
responsible for group health and life insurance including managed 
care operations.  From February 1991 through April 1992 he served 
as Chief Executive Officer, Aetna Health Plans; from 1985 through 
1991 he served as Senior Vice President, Global Insurance 
Division, Citicorp.

(9)
Mr. McMurtry has served in his current position since November 
1992.  From February 1989 through November 1992 he served as Staff 
Director and Chief Counsel, Committee on Finance, United States 
Senate.  From January 1986 through February 1989 he served as 
Legislative Director for Lloyd M. Bentsen Jr., United States 
Senate.

(10)
Mr. Broatch has served in his current position since December 
1993.  From May 1988 to December 1993, he served as Vice President 
and Corporate Controller.

(11)
Mr. Loewenberg has served in his current position since March 
1989.  From September 1987 to March 1989 he served as Senior Vice 
President and Chief Administrative Officer, Agency Group, Capital 
Holding Corporation.

(12)
Mr. Scott has served in his current position since November 1991. 
From April 1991 until November 1991, he served as Vice President, 
Standard Commercial Accounts.  From October 1988 through April 
1991, he served as Senior Vice President, Standard Markets 
Department, Commercial Insurance Division.


<PAGE> 37

PART II

Item 5.  Market for Registrant's Common Equity
         and Related Stockholder Matters.

Aetna Life and Casualty Company's common stock is listed on the 
New York and Pacific Stock Exchanges, with unlisted trading 
privileges on other regional exchanges.  Its symbol is AET.  The 
common stock also is listed on the Swiss Stock Exchanges at Basel, 
Geneva and Zurich.  Call and put options on the common stock are 
traded on the American Stock Exchange.  As of February 25, 1994, 
there were 27,452 record holders of the common stock. 

The dividends declared and the high and low sales prices with 
respect to Aetna Life and Casualty Company's common stock for each 
quarterly period for the past two years are incorporated herein by 
reference from "Quarterly Data" in the Annual Report. 

Information regarding restrictions on the company's present and 
future ability to pay dividends is incorporated herein by 
reference from Note 8 of Notes to Financial Statements in the 
Annual Report.

Item 6. Selected Financial Data.

The information contained in "Selected Financial Data" in the 
Annual Report is incorporated herein by reference.

Item 7. Management's Discussion and Analysis of Financial
        Condition and Results of Operations.

The information contained in "Management's Discussion and Analysis 
of Financial Condition and Results of Operations" in the Annual 
Report is incorporated herein by reference.

Item 8. Financial Statements and Supplementary Data.

The 1993 Consolidated Financial Statements and the report of the 
registrant's independent auditors and the unaudited information 
set forth under the caption "Quarterly Data" is incorporated 
herein by reference to the Annual Report.

Item 9. Changes in and Disagreements With Accountants on
        Accounting and Financial Disclosure.

None.


<PAGE> 38

PART III

Item 10.  Directors and Executive Officers of the Registrant.

Information concerning Executive Officers is included in Part I 
pursuant to General Instruction G to Form 10-K.

Information concerning Directors and concerning compliance with 
Section 16 (a) of the Securities Exchange Act of 1934 is 
incorporated herein by reference to the Proxy Statement.

Item 11.  Executive Compensation.

The information under the caption "Executive Compensation" is 
incorporated herein by reference to the Proxy Statement.

Item 12.  Security Ownership of Certain Beneficial Owners
          and Management.

The information under the caption "Security Ownership of Certain 
Beneficial Owners, Directors, Nominees and Executive Officers" is 
incorporated herein by reference to the Proxy Statement.

Item 13.  Certain Relationships and Related Transactions.

The information under the caption "Certain Transactions and 
Relationships" is incorporated herein by reference to the Proxy 
Statement.

PART IV 

Item 14.  Exhibits, Financial Statement Schedules
          and Reports on Form 8-K.

(a)  The following documents are filed as part of this report:

1.  Financial statements:

The Consolidated Financial Statements and the report of the 
registrant's independent auditors are incorporated herein
by reference to the Annual Report.

2.  Financial statement schedules:

The supporting schedules of the consolidated entity are included 
in this Item 14.  See Index to Financial Statement Schedules on 
page 41.


<PAGE> 39

3.  Exhibits: *

(3)  Articles of Incorporation and By-Laws.

Certificate of Incorporation of Aetna Life and Casualty Company, 
incorporated herein by reference to the registrant's 1992 
Form 10-K, filed on March 17, 1993.

By-Laws of Aetna Life and Casualty Company.

(4)  Instruments defining the rights of security holders,
     including indentures.

Conformed copy of Indenture, dated as of October 15, 1977 between 
Aetna Life and Casualty Company and Morgan Guaranty Trust Company 
of New York, Trustee, incorporated herein by reference to the 
registrant's 1992 Form 10-K, filed on March 17, 1993 (the "1992 
Form 10-K").

Conformed copy of Indenture, dated as of October 15, 1986 between 
Aetna Life and Casualty Company and The First National Bank of 
Boston, Trustee, incorporated herein by reference to the 1992 Form 
10-K.

Conformed copy of Indenture, dated as of August 1, 1993, between 
Aetna Life and Casualty Company and State Street Bank and Trust 
Company of Connecticut, National Association, as Trustee, 
incorporated herein by reference to the registrant's Registration 
Statement on Form S-3 (File No. 33-50427).

Rights Agreement dated as of October 27, 1989, between Aetna Life 
and Casualty Company and First Chicago Trust Company of New York 
incorporated herein by reference to the 1992 Form 10-K.

Summary of Rights to Purchase Preferred Stock, incorporated herein 
by reference to the 1992 Form 10-K.

(10)  Material contracts.

The 1984 and 1979 Stock Option Plans of Aetna Life and Casualty 
Company and amendments thereto, incorporated herein by reference 
to the 1992 Form 10-K.

Aetna Life and Casualty Company's Supplemental Incentive Savings 
Plan, incorporated herein by reference to the 1992 Form 10-K.

Aetna Life and Casualty Company's Supplemental Pension Benefit 
Plan, incorporated herein by reference to the 1992 Form 10-K.

Aetna Life and Casualty Company's Performance Unit Plan, 
incorporated herein by reference to the 1992 Form 10-K.

Aetna Life and Casualty Company's 1986 Management Incentive Plan, 
as amended effective February 25, 1994.

The Aetna Life and Casualty Directors' Deferred Compensation Plan, 
incorporated herein by reference to the 1992 Form 10-K.


<PAGE> 40

Letter Agreement, dated December 18, 1993, between Aetna Life and 
Casualty Company and David A. Kocher.

Aetna Life and Casualty Company Non-Employee Director Deferred Stock 
Plan, incorporated herein by reference to the 1992 Form 10-K.

Description of certain arrangements not embodied in formal 
documents, as described with respect to Directors' fees and 
benefits, and under the caption "Executive Compensation," are 
incorporated herein by reference to the Proxy Statement.

(11)  Statement re computation of per share earnings.

Incorporated herein by reference to Note 1 of Notes to Financial 
Statements in the company's 1993 Annual Report.

(12)  Statement re computation of ratios.

Statement re:  computation of ratio of earnings to fixed charges.

Statement re: computation of ratio of earnings to combined fixed 
charges and preferred stock dividends.

(13)  Annual Report to security holders.

Selected Financial Data, Management's Discussion and Analysis of 
Financial Condition and Results of Operations, Consolidated 
Financial Statements and the report of the registrant's 
independent auditors, and unaudited Quarterly Data from the Annual 
Report.

(18)  Letter re change in accounting principles

Letter from Independent Auditors regarding the preferability of 
the change in accounting principle for reporting reserves for 
workers' compensation life table indemnity claims to a discounted 
basis.

(21)  Subsidiaries of the registrant.

A listing of subsidiaries of Aetna Life and Casualty Company.

(23)  Consents of experts and counsel.

Consent of Independent Auditors to Incorporation by Reference in 
the Registration Statements on Form S-3 and Form S-8.

(28)  Information from Reports Furnished to State Insurance
      Regulatory Authorities.

1993 Consolidated Schedule P of Annual Statements provided to 
state regulatory authorities. **

(b)  Reports on Form 8-K

None.


* Exhibits other than those listed are omitted because they are 
  not required or are not applicable.  Copies of exhibits are 
  available without charge by writing to the Office of the 
  Corporate  Secretary, Aetna Life and Casualty Company, 
  151 Farmington Avenue, Hartford, Connecticut 06156.

** Filed under cover of Form SE.


<PAGE> 41

INDEX TO FINANCIAL STATEMENT SCHEDULES

AETNA LIFE AND CASUALTY COMPANY AND SUBSIDIARIES


                                                         Page
                                                         ____

Independent Auditors' Report........................      42

   I  Summary of Investments - Other than 
      Investments in Affiliates as 
      of December 31, 1993..........................      43

 III  Condensed Financial Information of the 
      Registrant as of December 31, 1993 and 
      1992 and for the years ended December 31,
      1993, 1992 and 1991...........................      44

   V  Supplementary Insurance Information as of 
      and for the years ended December 31, 1993,
      1992 and 1991.................................      50

VIII  Valuation and Qualifying Accounts and Reserves
      for the years ended December 31, 1993, 1992
      and 1991......................................      53

  IX  Short-term Borrowings for the years ended 
      December 31, 1993, 1992 and 1991..............      54

   X  Supplemental Information Concerning 
      Property-Casualty Operations for the years
      ended December 31, 1993, 1992 and 1991........      55


Schedules other than those listed above are omitted because 
they are not required or are not applicable, or the required 
information is shown in the Financial Statements or Notes 
thereto in the company's 1993 Annual Report.  Columns 
omitted from schedules filed have been omitted because the 
information is not applicable.

Certain reclassifications have been made to 1992 and 1991 
financial information to conform to 1993 presentation.


<PAGE> 42

                   INDEPENDENT AUDITORS' REPORT


The Shareholders and Board of Directors
Aetna Life and Casualty Company:


Under date of February 8, 1994, we reported on the 
consolidated balance sheets of Aetna Life and Casualty 
Company and Subsidiaries as of December 31, 1993 and 1992, 
and the related consolidated statements of income, 
shareholders' equity, and cash flows for each of the years 
in the three-year period ended December 31, 1993, as 
contained in the 1993 annual report to shareholders.  These 
consolidated financial statements and our report thereon are 
incorporated by reference in the annual report on Form 10-K 
for the year 1993.  In connection with our audits of the 
aforementioned consolidated financial statements, we also 
have audited the related financial statement schedules as 
listed in the accompanying index.  These financial statement 
schedules are the responsibility of the company's 
management.  Our responsibility is to express an opinion on 
these financial statement schedules based on our audits.

In our opinion, such financial statement schedules, when 
considered in relation to the basic consolidated financial 
statements taken as a whole, present fairly, in all material 
respects, the information set forth therein.

As discussed in Note 1 to the consolidated financial 
statements, in 1993 the company changed its methods of 
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 1992, the company changed its 
methods of accounting for income taxes and postretirement 
benefits other than pensions.


                             By    KPMG PEAT MARWICK
                                 _____________________
                                    (Signature)

                                     KPMG PEAT MARWICK


Hartford, Connecticut
February 8, 1994


<PAGE> 43

            AETNA LIFE AND CASUALTY COMPANY AND SUBSIDIARIES

                              SCHEDULE I

     Summary of Investments - Other than Investments in Affiliates

                        As of December 31, 1993

<TABLE>

<CAPTION>
                                                                         Amount
                                                                       at which
                                                                   shown in the
Type of Investment                           Cost       Value*    balance sheet
                                       __________   __________    _____________
(Millions)

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

Debt securities:
   Bonds:
     United States Government
       and government agencies
       and authorities.............    $ 8,038.9    $ 8,180.4          $ 8,180.4
     States, municipalities and 
       political subdivisions......      2,439.4      2,517.0            2,516.8
     Foreign(1)....................      3,686.1      3,863.3            3,847.2
     Public utilities..............      2,777.4      2,937.4            2,923.0
     Financial.....................      4,913.5      5,159.6            5,125.9
     Transportation/Capital goods..      1,975.9      2,225.2            2,203.7
     Mortgage-backed securities....      9,656.1     10,325.7           10,325.7
     Food and fiber................        873.7        937.2              926.8
     Natural resources and services      1,118.0      1,195.9            1,176.8
     All other corporate bonds.....      4,012.7      4,230.3            4,199.3
                                       _________    _________          _________

       Total bonds.................     39,491.7     41,572.0           41,425.6

   Redeemable preferred stocks.....        118.7        118.9              118.9
                                       _________    _________          _________

       Total debt securities.......     39,610.4    $41,690.9           41,544.5
                                       _________    _________          _________
                                                    _________                   


Equity securities:
   Common stocks:
     Public utilities..............        119.1    $   123.9              123.9
     Banks, trust and insurance
       companies...................         83.3        167.3              167.3
     Industrial, miscellaneous
       and all other...............        936.5      1,255.3            1,255.3
                                       _________    _________          _________
       Total common stocks.........      1,138.9      1,546.5            1,546.5
   Non-redeemable preferred 
     stocks........................         99.2        112.4              112.4
                                       _________    _________          _________

       Total equity securities.....      1,238.1    $ 1,658.9            1,658.9
                                       _________    _________          _________
                                                    _________                   


Short-term investments.............        669.9                           669.9
Mortgage loans.....................     14,839.2                        14,839.2
Real estate........................      1,315.8                         1,315.8
Policy loans.......................        490.7                           490.7
Other..............................        703.4(2)                        936.8(3)
                                       _________                       _________

       Total investments...........    $58,867.5                       $61,455.8
                                       _________                       _________
                                       _________                       _________
<FN>

*   See Notes 1 and 5 of Notes to Financial Statements in the 
    company's 1993 Annual Report.

(1) The term "foreign" includes foreign governments, 
    foreign political subdivisions, foreign public utilities and 
    all other bonds of foreign issuers.

(2) Excludes investments in affiliates of $233.4 million.

(3) Includes investments in affiliates of $233.4 million.

</TABLE>


<PAGE> 44

         AETNA LIFE AND CASUALTY COMPANY AND SUBSIDIARIES

                           SCHEDULE III

                 Condensed Financial Information


                 AETNA LIFE AND CASUALTY COMPANY

                       Statements of Income

<TABLE>

<CAPTION>

For the years ended December 31,
                                         1993         1992         1991
                                         ____         ____         ____
<S>                                      <C>          <C>          <C>

(Millions) 

Premiums...............................  $   1.3      $     .9     $      -
Net investment income..................     (7.9)        (18.2)        (1.4)
Net realized capital gains (losses)....    (22.1)          5.7           .8
                                         _______      ________     ________

       Total revenue...................    (28.7)        (11.6)         (.6)

Current and future benefits............       .8            .2            -
Operating expenses.....................     43.1          30.3         37.4
Severance and facilities charge........     50.3          22.1            -
Interest expense.......................     70.1          76.9         93.8
                                         _______      ________     ________

       Total benefits and expenses         164.3         129.5        131.2
                                         _______      ________     ________

Insurance operating losses before
   federal income taxes and equity
   in earnings of affiliates...........   (193.0)       (141.1)      (131.8)
Federal income tax benefits:
   Current.............................    (53.4)        (35.5)       (37.3)
   Deferred............................    (45.6)        (15.7)       (65.8)
Equity in earnings (losses) of
affiliates                                (521.3)         84.6        395.1
                                         _______      ________     ________

Income (loss) from continuing
   operations before extraordinary item
   and cumulative effect adjustments...   (615.3)         (5.3)       366.4

Discontinued operations, net of tax:
  Income from operations...............        -          86.8        138.8
  Gain on sale.........................     27.0          38.1            -
  Cumulative effect adjustments........        -          48.9            -
                                         _______      ________     ________

Income (loss) before extraordinary item
 and cumulative effect adjustments for
 continuing operations.................   (588.3)        168.5        505.2
Extraordinary loss on debenture 
 redemption, net of tax................     (4.7)            -            -
Cumulative effect adjustments for 
 continuing operations.................    227.1 (1)    (112.5)(2)        -
                                         _______      ________     ________

Net Income (Loss)....................... $(365.9)     $   56.0     $  505.2
                                         _______      ________     ________
                                         _______      ________     ________

<FN>

(1) The amount of the cumulative effect adjustment applicable to affiliates
    is $276.3 million.

(2) The amount of the cumulative effect adjustment applicable to affiliates
    is $285.4 million.

See Notes to Condensed Financial Statements.

</TABLE>
<PAGE> 45

         AETNA LIFE AND CASUALTY COMPANY AND SUBSIDIARIES

                           SCHEDULE III

                 Condensed Financial Information

                 AETNA LIFE AND CASUALTY COMPANY

                          Balance Sheets

<TABLE>

<CAPTION>

As of December 31, 

(Millions, except share data)                  1993          1992
                                               ____          ____
<S>                                            <C>           <C>
         ASSETS

Investments:
   Equity securities, at market
     (cost $5.6 and $4.4)..................   $    1.6       $      .7
   Short-term investments..................       83.3            83.1
   Other...................................       10.5            10.1
   Investments in affiliates:
     Insurance and financial services
       companies...........................    7,916.4         7,838.7
     International insurance and
       financial services companies........      636.4           578.7
                                              ________       _________
         Total investments.................    8,648.2         8,511.3
Cash and cash equivalents..................        5.8            88.2
Premiums due and other receivables.........        2.5             3.2
Due from affiliates........................      165.5           168.4
Accrued investment income..................        1.3             1.6
Deferred federal income taxes..............      263.8           221.3
Other assets...............................       39.4            29.1
                                              ________       _________
         Total assets......................   $9,126.5       $ 9,023.1
                                              ________       _________
                                              ________       _________

         LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities:
   Insurance reserve liabilities...........   $     .5      $       .4
   Dividends payable to shareholders.......       77.4            76.1
   Long-term debt..........................    1,057.6           798.6
   Other liabilities.......................      154.6           100.7
   Liability for postretirement
    benefits other than pensions...........      638.9           617.3
   Due to affiliates.......................      149.0           167.7
   Federal income taxes payable............        5.4            24.0
                                              ________       _________
         Total liabilities.................    2,083.4         1,784.8
                                              ________       _________

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 stock (No par value; 250,000,000
     shares authorized; 114,939,275 issued;
     and 112,200,567 and 110,270,482
     outstanding)..........................    1,422.0         1,417.7
   Net unrealized capital gains............      648.2           259.6
   Retained earnings.......................    5,103.3         5,777.9
   Treasury stock, at cost.................     (130.4)         (216.9)
                                              ________       _________
       Total shareholders' equity..........    7,043.1         7,238.3
                                              ________       _________

         Total.............................   $9,126.5       $ 9,023.1
                                              ________       _________
                                              ________       _________
<FN>
See Notes to Condensed Financial Statements.
</TABLE>
<PAGE> 46

         AETNA LIFE AND CASUALTY COMPANY AND SUBSIDIARIES

                           SCHEDULE III

                 Condensed Financial Information

                 AETNA LIFE AND CASUALTY COMPANY

                Statements of Shareholders' Equity

<TABLE>

<CAPTION>
                                                                       Net
                                                                Unrealized
Three years ended December 31, 1993                     Common     Capital       Retained    Treasury
(Millions, except share data)                Total       Stock       Gains       Earnings       Stock
__________________________________________________________________________________________________________

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

Balances at December 31, 1990                $ 7,072.4   $ 1,420.6   $    49.7   $ 5,824.5      $  (222.4)
__________________________________________________________________________________________________________
Net income..............................         505.2                               505.2
Net change in unrealized capital gains
  and losses............................         116.2                   116.2
Common stock acquired during year
  (76,800 shares).......................          (6.3)                                              (6.3)
Common stock issued for benefit plans
  (28,796 shares).......................           1.2                                                1.2
Loss on issuance of treasury stock......           (.5)        (.5)
Common stock dividends declared.........        (303.7)                             (303.7)
                                             _____________________________________________________________
Balances at December 31, 1991                  7,384.5     1,420.1       165.9     6,026.0         (227.5)
__________________________________________________________________________________________________________
Net income..............................          56.0                                56.0
Net change in unrealized capital gains
  and losses............................          93.7                    93.7
Common stock issued for benefit plans
  (205,848 shares)......................          10.6                                               10.6
Loss on issuance of treasury stock......          (2.4)       (2.4)
Common stock dividends declared:........        (304.1)                             (304.1)
__________________________________________________________________________________________________________
Balances at December 31, 1992                  7,238.3     1,417.7       259.6     5,777.9         (216.9)
__________________________________________________________________________________________________________
Net income..............................        (365.9)                             (365.9)
Net change in unrealized capital gains
  and losses............................         388.6                   388.6
Common stock issued for benefit plans
  (1,930,085 shares)....................          86.5                                               86.5
Loss on issuance of treasury stock......           4.3          4.3
Common stock dividends declared.........        (308.7)                             (308.7)
                                             _____________________________________________________________
Balances at December 31, 1993                $ 7,043.1    $ 1,422.0  $   648.2(1)$ 5,103.3      $  (130.4)
__________________________________________________________________________________________________________
<FN>

See Notes to Condensed Financial Statements.

(1) Unrealized capital gains and losses at December 31, 1993 exclude unrealized capital
    gains of $396.2 million attributable to assets supporting discontinued products and
    unrealized capital gains of $466.3 million attributable to assets supporting experience
    rated contracts.

</TABLE>


<PAGE> 47
         AETNA LIFE AND CASUALTY COMPANY AND SUBSIDIARIES

                           SCHEDULE III

                  Condensed Financial Information

                  AETNA LIFE AND CASUALTY COMPANY

                     Statements of Cash Flows
<TABLE>
<CAPTION>
For the years ended December 31,
(Millions)
                                                    1993       1992         1991
                                                    ____       ____         ____
<S>                                                 <C>        <C>          <C>
Cash Flows from Operating Activities:
   Net income(loss)..............................   $(365.9)   $   56.0     $  505.2
   Adjustments to reconcile net income (loss)
    to net cash (used for) provided by
    operating activities:
     Cumulative effect adjustments...............    (227.1)      112.5            -
     Extraordinary loss on debenture redemption..       4.7           -            -
     Discontinued operations.....................     (27.0)      (86.8)       (72.7)
     Cumulative effect of discontinued operations         -       (48.9)           -
     Decrease (increase) in premiums due and
      other receivables..........................       5.0       (41.7)       (46.3)
     Decrease (increase) in accrued investment
      income.....................................       0.3        (3.1)        (2.7)
     Depreciation and amortization...............         -         0.1          0.1
     (Decrease) increase in federal income taxes      (58.6)       73.3         45.4
     Net (decrease) increase in other assets
      and other liabilities......................      38.3       110.2       (210.6)
     Increase in insurance reserve
      liabilities................................       0.1         0.3         30.8
     Equity in (earnings) losses of affiliates...     521.3       (84.6)      (395.1)
     Gain on sale of subsidiaries................     (15.0)      (38.1)           -
     Net realized capital (gains) losses.........      22.1        (5.7)        (0.8)
     Amortization of net investment discounts....      (0.2)       (0.2)           -
     Other, net..................................    (118.2)       65.8          6.8
                                                     ______    ________     ________
       Net cash (used for) provided by
        operating activities.....................    (220.2)      109.1       (139.9)
                                                     ______    ________     ________
Cash Flows from Investing Activities:
 Proceeds from sales of:
   Debt securities...............................         -           -         14.2
 Investment repayments of:
   Debt securities...............................         -           -          0.1
 Cost of investments in:
   Debt securities...............................         -           -         (7.8)
   Equity securities.............................     (26.3)       (2.9)       (20.9)
   Mortgage loans................................         -           -         (0.2)
   Real estate...................................      (0.5)       (1.8)        (0.5)
 Proceeds from disposal of subsidiaries..........      93.1           -            -
 Increase in short-term investments..............      (0.2)      (58.8)      (213.2)
 Decrease (Increase) in property plant
  & equipment....................................       0.1        (0.1)           -
 Investment in and advances from subsidiaries....    (631.3)      220.4       (256.2)
 Dividends received from affiliates..............     302.1       250.0        706.4
 Net transfers resulting from change in
  reinsurance arrangement........................         -           -        102.7
 Other, net......................................     365.9       (72.8)       114.0
                                                    _______    ________     ________
   Net cash provided by investing activities.....     102.9       334.0        438.6
Cash Flows from Financing Activities: 
   Issuance of long-term debt....................     600.0           -            -
   Stock issued under benefit plans..............      90.8         8.2           .7
   Repayment of long-term debt...................    (347.2)      (69.9)           -
   Dividends paid to shareholders................    (308.7)     (304.1)      (303.7)
   Treasury stock acquired.......................         -           -         (6.3)
                                                    _______    ________     ________
     Net cash provided by (used for)
      financing activities.......................      34.9      (365.8)      (309.3)
Net (decrease) increase in cash and
 cash equivalents................................     (82.4)       77.3        (10.6)
Cash and cash equivalents, beginning of year.....      88.2        10.9         21.5
                                                    _______    ________     ________
Cash and cash equivalents, end of year...........   $   5.8    $   88.2     $   10.9
                                                    _______    ________     ________
                                                    _______    ________     ________
Supplemental disclosure of cash flow
 information:
     Interest paid...............................   $  64.2    $   83.2     $   94.2
                                                    _______    ________     ________
                                                    _______    ________     ________
     Income taxes received, net..................   $ (56.7)   $  (40.6)    $ (149.3)
                                                    _______    ________     ________
                                                    _______    ________     ________
<FN>
See Notes to Condensed Financial Statements.
</TABLE>
<PAGE> 48

         AETNA LIFE AND CASUALTY COMPANY AND SUBSIDIARIES

                           SCHEDULE III

                  Condensed Financial Information

                  AETNA LIFE AND CASUALTY COMPANY

              Notes to Condensed Financial Statements

The accompanying condensed financial statements should be read in 
conjunction with the Consolidated Financial Statements and Notes 
thereto in the company's 1993 Annual Report.  Certain 
reclassifications have been made to 1992 and 1991 financial 
information to conform to 1993 presentation.

1.  Long-Term Debt

<TABLE>
<CAPTION>
(millions)                                   1993         1992
                                             ____         ____
<S>                                          <C>          <C>
     Long-term debt:
     Eurodollar Notes, 9 1/2% due 1995..     $  100.4     $  100.6
     Notes, 8 5/8% due 1998.............         99.8         99.7
     Notes, 6 3/8% due 2003.............        198.7            -
     Debentures, 8 1/8% due 2007........            -        200.0
     Debentures, 6 3/4% due 2013........        198.3            -
     Eurodollar Notes, 7 3/4% due 2016..         63.5        200.1
     Debentures, 8% due 2017............        198.6        198.2
     Debentures, 7 1/4% due 2023........        198.3            -
                                             ________     ________
                                             $1,057.6     $  798.6
                                             ________     ________
                                             ________     ________
</TABLE>

See Note 9 to the Consolidated Financial Statements in the Annual 
Report for a description of the long-term debt and aggregate 
maturities for 1994 to 1998 and thereafter.


2.  Dividends

The amounts of cash dividends paid to Aetna Life and Casualty 
Company by insurance affiliates for the years ended December 31, 
1993, 1992 and 1991 were as follows:

<TABLE>
<CAPTION>
(millions)                          1993       1992       1991
                                    ____       ____       ____
<S>                                 <C>        <C>        <C>
Consolidated subsidiaries.....      $302.1     $250.0     $706.2
50% or less owned accounted
  for by the equity method....           -          -         .2
                                    ______     ______     ______
                                    $302.1     $250.0     $706.4
                                    ______     ______     ______
                                    ______     ______     ______
</TABLE>

See Note 8 to the Consolidated Financial Statements in the Annual 
Report for a description of dividend restrictions from the 
consolidated insurance subsidiaries to the company.


<PAGE> 49

         AETNA LIFE AND CASUALTY COMPANY AND SUBSIDIARIES

                           SCHEDULE III

                  Condensed Financial Information

                  AETNA LIFE AND CASUALTY COMPANY

        Notes to Condensed Financial Statements (Continued)


3.  Accounting Changes

See Note 1 to the Consolidated Financial Statements in the Annual 
Report for a description of accounting changes.

4.  Discontinued Products

See Note 2 to the Consolidated Financial Statements in the Annual 
Report for a description of discontinued products.

5.  Sales of Subsidiaries

See Note 3 to the Consolidated Financial Statements in the Annual 
Report for a description of the sales of subsidiaries.


6.  Severance and Facilities Charge

See Note 4 to the Consolidated Financial Statements in the Annual 
Report for a description of the severance and facilities charges.


7.  Federal and Foreign Income Taxes

See Note 10 to the Consolidated Financial Statements in the Annual 
Report for a description of federal and foreign income taxes.


8.  Litigation

See Note 16 to the Consolidated Financial Statements in the Annual 
Report for a description of the Attorneys General Antitrust 
litigation.


<PAGE> 50

         AETNA LIFE AND CASUALTY COMPANY AND SUBSIDIARIES

                            SCHEDULE V

                Supplementary Insurance Information

            As of and for the year ended December 31, 1993

<TABLE>

<CAPTION>

                                Deferred                  Unpaid           Policyholders'
                                  policy      Future      claims               funds left
                             acquisition      policy   and claim    Unearned     with the   Premium
Segment                            costs    benefits    expenses    premiums      company   revenue
_______                      ___________   _________   _________   _________  ___________ _________
(Millions)
<S>                         <C>          <C>           <C>           <C>        <C>          <C>

Health and Life Insurance 
   and Services.............$   653.6    $ 4,884.2     $ 1,242.1 (1) $   129.7  $ 1,450.4    $ 4,794.3
Financial Services..........    462.3     10,749.1           2.5            -    24,772.5        217.9
Commercial Property-Casualty
   Insurance and Services...    206.7            -      13,030.2         741.3       51.2      3,121.2
Personal Property-Casualty..    122.9            -       2,346.7         587.3          -      1,489.3
International...............    421.5      1,964.3         490.7          43.9    1,318.1        952.2
                            _________    _________     _________     _________  _________    _________

   Total....................$ 1,867.0    $17,597.6     $17,112.2     $ 1,502.2  $27,592.2    $10,574.9
                            _________    _________     _________     _________  _________    _________
                            _________    _________     _________     _________  _________    _________


                                            Other income
                                              (including            Amortization of
                                      Net       realized    Current deferred policy      Other
                               investment  capital gains and future     acquisition  operating  Premiums
Segment                        income (2)    and losses)   benefits           costs   expenses   written(3)
_______                       ___________  _____________ __________      __________ __________ _________
(Millions)

<S>                             <C>         <C>            <C>           <C>         <C>         <C>
Health and Life Insurance
  and Services................. $   593.1   $ 1,089.9      $ 4,247.9     $    21.2   $ 1,758.5   $    67.0
Financial Services.............   3,049.9       225.0        3,040.4          17.3       441.2           -
Commercial Property-Casualty
   Insurance and Services......     762.6       254.5        3,031.4         337.4     1,033.7     3,026.3
Personal Property-Casualty.....     194.6        (9.9)       1,144.4         308.8       245.3     1,438.4
International..................     318.8        64.3          927.8          51.7       388.1       114.1
                                _________    ________      _________     _________    ________   _________

     Total..................... $ 4,919.0   $ 1,623.8      $12,391.9     $   736.4   $ 3,866.8   $ 4,645.8
                                _________   _________      _________     _________   _________   _________
                                _________   _________      _________     _________   _________   _________

<FN>
(1) Includes minimal property-casualty business.
(2) The allocation of net investment income is based upon the 
    investment year method or specific identification of certain 
    portfolios within specific segments.
(3) Excludes life insurance business pursuant to Regulation S-X.

</TABLE>


<PAGE> 51

         AETNA LIFE AND CASUALTY COMPANY AND SUBSIDIARIES 

                            SCHEDULE V

                Supplementary Insurance Information

             As of and for the year ended December 31, 1992

<TABLE>

<CAPTION>

                                Deferred                  Unpaid           Policyholders'
                                  policy      Future      claims               funds left
                             acquisition      policy   and claim    Unearned     with the   Premium
Segment                            costs    benefits    expenses    premiums      company   revenue
_______                      ___________   _________   _________   _________  ___________ _________
(Millions)
<S>                         <C>         <C>          <C>          <C>         <C>         <C>

Health and Life Insurance 
   and Services.............$   602.5   $ 4,804.6    $ 1,108.0(1) $   107.6   $   815.0   $ 4,679.9
Financial Services..........    417.9     9,347.4          1.8          -      24,927.3       222.9
Commercial Property-Casualty
   Insurance and Services...    201.4          .2     13,655.8        710.2        61.0     3,204.1
Personal Property-Casualty..    127.2         -        2,107.0        621.5         -       1,788.7
International...............    357.0     1,838.2        249.6         48.9     1,466.9       898.3
                            _________   _________    _________    _________   _________   _________

   Total....................$ 1,706.0   $15,990.4    $17,122.2    $ 1,488.2   $27,270.2   $10,793.9
                            _________   _________    _________    _________   _________   _________
                            _________   _________    _________    _________   _________   _________


                                            Other income
                                              (including            Amortization of
                                      Net       realized    Current deferred policy      Other
                               investment  capital gains and future     acquisition  operating  Premiums
Segment                        income (2)    and losses)   benefits           costs   expenses   written(3)
_______                       ___________  _____________ __________      __________ __________ _________
(Millions)

<S>                             <C>           <C>         <C>           <C>         <C>       <C>
Health and Life Insurance
  and Services................. $   597.1     $ 1,026.2   $ 4,046.6     $    19.3   $ 1,816.7 $    59.8
Financial Services.............   3,170.3         151.9     3,265.5          13.4       327.9       -
Commercial Property-Casualty
   Insurance and Services......     762.6         304.8     3,242.1         376.3     1,083.1   3,339.3
Personal Property-Casualty.....     251.2          41.0     1,466.1         349.6       337.6   1,577.0
International..................     287.8         110.4       828.6          41.6       404.2      72.3
                                _________     _________   _________     _________   _________ _________

     Total..................... $ 5,069.0     $ 1,634.3   $12,848.9     $   800.2   $ 3,969.5 $ 5,048.4
                                _________     _________   _________     _________   _________ _________
                                _________     _________   _________     _________   _________ _________

<FN>

(1) Includes minimal property-casualty business.
(2) The allocation of net investment income is based upon the 
    investment year method or specific identification of certain 
    portfolios within specific segments.
(3) Excludes life insurance business pursuant to Regulation S-X.

</TABLE>


<PAGE> 52

         AETNA LIFE AND CASUALTY COMPANY AND SUBSIDIARIES 

                            SCHEDULE V

                Supplementary Insurance Information

            As of and for the year ended December 31, 1991

<TABLE>

<CAPTION>

(Millions)

                                Deferred                   Unpaid            Policyholders'
                                  policy     Future        claims               funds left
                             acquisition     policy     and claim    Unearned     with the      Premium
Segment                            costs   benefits      expenses    premiums      company      revenue
_______                      ___________  _________    __________   _________    _________    _________

<S>                          <C>          <C>          <C>          <C>          <C>          <C>
Health and Life Insurance
 and Services............... $   573.8    $ 4,573.5    $ 1,188.7(1) $    49.1    $   992.1    $ 4,628.6
Financial Services..........     380.9      9,577.4          1.6          -       27,087.9        305.6
Commercial Property-Casualty
 Insurance and Services.....     220.5          1.1      9,017.1        284.4         69.5      3,616.1
Personal Property-Casualty..     177.1            -      2,271.2        833.1            -      2,344.9
International...............     170.8      1,198.6        171.5         28.0      1,424.9        549.4
                             _________    _________    _________    _________    _________    _________

   Total.................... $ 1,523.1    $15,350.6    $12,650.1    $ 1,194.6    $29,574.4    $11,444.6
                             _________    _________    _________    _________    _________    _________
                             _________    _________    _________    _________    _________    _________

                                          Other income
                                            (including             Amortization of
                                    Net       realized     Current deferred policy      Other
                             investment  capital gains  and future     acquisition  operating     Premiums
Segment                      income (2)    and losses)    benefits           costs   expenses      written(3)
_______                      __________   ____________ ___________      __________ __________   __________

<S>                          <C>          <C>         <C>             <C>         <C>           <C>
Health and Life Insurance
 and Services............... $   639.1    $   848.7   $ 3,948.7       $    68.2   $ 1,604.2     $    50.3
Financial Services..........   3,539.1       (134.6)    3,723.1            22.9       240.5           -
Commercial Property-Casualty
 Insurance and Services.....     788.1        196.5     3,148.4           409.0       990.5       3,569.3
Personal Property-Casualty       292.5         31.3     2,001.5           513.8       243.9       2,241.3
International...............     255.7        141.5       608.1            14.2       262.0          82.5
                             _________    _________    ________       _________   _________     _________

     Total.................. $ 5,514.5    $ 1,083.4   $13,429.8       $ 1,028.1   $ 3,341.1     $ 5,943.4
                             _________    _________   _________       _________   _________     _________
                             _________    _________   _________       _________   _________     _________

<FN>

(1) Includes minimal property-casualty business.
(2) The allocation of net investment income is based upon the 
    investment year method or specific identification of certain 
    portfolios within specific segments.
(3) Excludes life insurance business pursuant to Regulation S-X.

</TABLE>


<PAGE> 53

                 AETNA LIFE AND CASUALTY COMPANY AND SUBSIDIARIES

                                   SCHEDULE VIII

                  Valuation and Qualifying Accounts and Reserves

<TABLE>

<CAPTION>


For the years ended December 31,
(Millions)
                                                     Additions
                                              _________________________
                                                             Charged
                                Balance at     Charged to    to other                      Balance
                                 beginning      costs and    accounts-    Deductions-    at end of
                                 of period    expenses (1)   describe (2) describe (3)      period
                                __________    ___________   ____________  ___________    _________

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

1993
____
Asset valuation reserves:
   Fixed maturities..........   $   105.2     $    14.5     $    12.5     $   (29.4)     $   102.8
   Mortgage loans............     1,065.6         421.7         176.5        (355.5)       1,308.3
   Equity securities.........        12.5            .8             -          (2.7)          10.6
   Real estate(4)............        68.8         176.7          79.3         (57.1)         267.7
   Other.....................         6.0             -             -             -            6.0
                                _________     _________     _________     _________      _________

                                $ 1,258.1     $   613.7     $   268.3     $  (444.7)     $ 1,695.4
                                _________     _________     _________     _________      _________
                                _________     _________     _________     _________      _________

1992
____
Asset valuation reserves:
   Fixed maturities..........   $   145.7     $    (9.0)    $    (3.1)    $   (28.4)     $   105.2
   Mortgage loans............       767.6         366.5         115.4        (183.9)       1,065.6
   Equity securities.........         8.0           4.5             -             -           12.5
   Real estate(4)............           -          53.6          22.6          (7.4)          68.8
   Other.....................       131.6             -             -        (125.6)(5)        6.0(5)
                                _________     _________     _________     _________      _________

                                $ 1,052.9     $   415.6     $   134.9     $  (345.3)     $ 1,258.1
                                _________     _________     _________     _________      _________
                                _________     _________     _________     _________      _________

1991
____
Asset valuation reserves:
   Fixed maturities..........   $   156.2     $    23.9     $     7.8     $   (42.2)     $   145.7
   Mortgage loans............       311.5         467.1         163.9        (174.9)         767.6
   Equity securities.........         6.7           1.3             -             -            8.0
   Other.....................       131.6             -             -             -          131.6(5)
                                _________     _________     _________     _________      _________

                                $   606.0     $   492.3     $   171.7     $  (217.1)     $ 1,052.9
                                _________     _________     _________     _________      _________
                                _________     _________     _________     _________      _________

<FN>

(1) Charged to net realized capital gains (losses) in the 
    Consolidated Statements of Income.
(2) Reflects additions to reserves related to assets supporting 
    experience rated contracts for which a corresponding 
    reduction was included in Policyholders' Funds Left with the 
    Company in the Consolidated Balance Sheets.
(3) Reduction in reserves is primarily a result of related asset 
    write-downs (including foreclosures of real estate) and sales.
(4) As a result of adopting the American Institute of Certified Public	
    Accountants' Statement of Position 92-3 retroactive to January 1, 
    1992, a valuation allowance was established to reflect declines in 
    certain real estate values which had previously been reflected as 
    write-downs.
(5) Primarily related to oil and gas properties.  The oil and 
    gas investments are recorded as other investments in the 
    Consolidated Balance Sheets.  During 1992, the majority of 
    the oil and gas properties were sold.

</TABLE>


<PAGE> 54

         AETNA LIFE AND CASUALTY COMPANY AND SUBSIDIARIES

                            SCHEDULE IX

                       Short-Term Borrowings

<TABLE>

<CAPTION>

For the years ended December 31,
(Millions)
                                                                                          Weighted
                                                           Maximum         Average    average rate
Category of                               Weighted          amount          amount       on amount
aggregate                     Balance      average     outstanding     outstanding     outstanding
short-term                  at end of     interest      during the      during the      during the
borrowings                     period         rate          period         period*         period*
___________                 _________    _________     ___________     ___________    ____________

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

1993
____
Commercial paper..........  $  8.4        7.0%         $560.1          $150.4         3.6%
Bank notes................       -          -             7.5             7.5         6.0
Other.....................    27.3        0.4           385.1            57.7         2.5

1992
____
Commercial paper..........  $ 22.5        6.0%         $539.0          $263.9         3.7%
Bank notes................       -          -             7.5             7.5         6.3
Other.....................     2.1        8.8             2.1             1.7         8.8

1991
____
Commercial paper..........  $  4.3       10.0%         $635.5          $389.8         6.0%
Bank notes................       -          -             7.5             7.5         8.5
Other.....................     1.8        8.4             1.9             1.8         8.4

<FN>

* Method of computation - daily weighted average based upon
  respective time outstanding and the amount of borrowings.

</TABLE>


<PAGE> 55

         AETNA LIFE AND CASUALTY COMPANY AND SUBSIDIARIES

                            SCHEDULE X

               Supplemental Information Concerning
                  Property-Casualty Operations

<TABLE>

<CAPTION>

For the years ended December 31,
(Millions)

                                          Reserves for        Discount deducted
                             Deferred    unpaid claims        from reserves for
        Affiliation            policy        and claim            unpaid claims
               with       acquisition       adjustment                and claim   Unearned           Earned
         registrant             costs(1)      expenses(2)   adjustment expenses   premiums(1)      premiums(1)
        ___________       ___________    _____________      ___________________   ________         ________

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

1993    Consolidated
        property-
        casualty
        entities          $   330        $11,438            $  634 (3)            $ 1,329          $ 4,611

1992    Consolidated
        property-
        casualty
        entities          $   329        $11,747            $    -                $ 1,042          $ 4,993

1991    Consolidated
        property-
        casualty
        entities          $   398        $11,407            $    -                $ 1,118          $ 5,961


                                          Claims and claim                                 Paid
                               Net     adjustment expenses                               claims
        Affiliation     investment     incurred related to:     Amortization of      and claim
               with      and other     Current      Prior       deferred policy     adjustment     Premiums
         registrant         income(1)     year(2)   years(2)  acquisition costs(1)    expenses(1)   written(1)
        ___________     __________     _______     ______     _________________     __________     ________

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

1993    Consolidated
        property-
        casualty
        entities        $ 1,202        $ 3,724     $    60    $   646               $ 4,093        $ 4,465

1992    Consolidated
        property-
        casualty
        entities        $ 1,360        $ 4,407     $   466    $   726               $ 4,533        $ 4,916

1991    Consolidated
        property-
        casualty
        entities        $ 1,308        $ 5,019     $    45    $   923               $ 4,721        $ 5,811

<FN>

(1) Excludes International.

(2) Net of reinsurance and discounting.

(3) Reserves for workers' compensation life table indemnity claims are
    discounted at 5% for voluntary business and 3.5% for involuntary business.

</TABLE>


<PAGE> 56

                            SIGNATURES

Pursuant to the requirements of Section 13 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.

Date:  March 18, 1994
                                 AETNA LIFE AND CASUALTY COMPANY
                                          (Registrant)

                                 By
                                     ROBERT E. BROATCH
                                     ______________________________
                                           (Signature)
                                     Robert E. Broatch
                                     Senior Vice President, Finance and
                                     Corporate Controller

Pursuant to the requirements of the Securities Exchange Act of 
1934, this report has been signed below by the following persons 
on behalf of the registrant and in the capacities indicated on 
March 18, 1994.

          Signature                     Title

          RONALD E. COMPTON
          ________________________
          Ronald E. Compton             Chairman, President and Director
                                        (Principal Executive Officer)

          WALLACE BARNES
          ________________________
          Wallace Barnes                Director

          JOHN F. DONAHUE
          ________________________
          John F. Donahue               Director

          WILLIAM H. DONALDSON
          ________________________
          William H. Donaldson          Director

          BARBARA HACKMAN FRANKLIN
          ________________________
          Barbara Hackman Franklin      Director

          EARL G. GRAVES
          ________________________
          Earl G. Graves                Director

          GERALD GREENWALD
          ________________________
          Gerald Greenwald              Director

          MICHAEL H. JORDAN
          ________________________
          Michael H. Jordan             Director

          JACK D. KUEHLER
          ________________________
          Jack D. Kuehler               Director

          FRANK R. O'KEEFE JR.
          ________________________
          Frank R. O'Keefe Jr.         Director

          DAVID M. RODERICK
          ________________________
          David M. Roderick             Director

          PATRICK W. KENNY
          ________________________
          Patrick W. Kenny              Group Executive, Finance and
                                        Administration (Principal
                                        Financial Officer)





<PAGE> 1
Item 6.  Selected Financial Data.
<TABLE>
<CAPTION>
(Millions, except per share data)          1993 (1)     1992         1991         1990         1989
                                           ____         ____         ____         ____         ____
<S>                                        <C>          <C>          <C>          <C>          <C>
Revenue:
 Premiums:
  Health and Life Insurance and Services   $  4,794.3   $  4,679.9   $  4,628.6   $  4,453.8   $  4,030.7
  Financial Services                            217.9        222.9        305.6        606.2      1,305.8
  Commercial Property-Casualty
    Insurance and Services                    3,121.2      3,204.1      3,616.1      3,782.2      3,999.3
  Personal Property-Casualty                  1,489.3      1,788.7      2,344.9      2,625.4      2,752.9
  International                                 952.2        898.3        549.4        455.5        343.9
                                           ______________________________________________________________
   Total premiums                            10,574.9     10,793.9     11,444.6     11,923.1     12,432.6
_________________________________________________________________________________________________________
Net Investment Income, Fees and Other Income,
 and Net Realized Capital Gains and Losses:
  Health and Life Insurance and Services      1,683.0      1,623.3      1,487.8      1,454.0      1,247.5
  Financial Services                          3,274.9      3,322.2      3,404.5      3,716.5      3,717.9
  Commercial Property-Casualty
    Insurance and Services                    1,017.1      1,067.4        984.6        982.1        959.7
  Personal Property-Casualty                    184.7        292.2        323.8        357.7        345.8
  International                                 383.1        398.2        397.2        265.8        268.9
  Federated Investors                               -            -            -            -        240.3
                                           ______________________________________________________________
   Total net investment income, fees and
    other income, and net realized
    capital gains and losses                  6,542.8      6,703.3      6,597.9      6,776.1      6,780.1
_________________________________________________________________________________________________________
     Total Revenue                         $ 17,117.7   $ 17,497.2   $ 18,042.5   $ 18,699.2   $ 19,212.7
_________________________________________________________________________________________________________
_________________________________________________________________________________________________________
Income (Loss) from Continuing Operations
 before Extraordinary Item and Cumulative
 Effect Adjustments:
  Health and Life Insurance and Services   $    288.1   $    280.6   $    386.0   $    280.3   $    241.7
  Financial Services (2)                       (808.8)       (17.2)      (156.9)        28.4        106.9
  Commercial Property-Casualty
    Insurance and Services                     (115.9)      (245.4)       139.5        199.5        232.0
  Personal Property-Casualty                     (3.3)       (36.2)       (28.6)        24.8       (104.6)
  International                                  24.6         12.9         26.4        (52.4)       (17.2)
  Federated Investors                               -            -            -            -         54.0
_________________________________________________________________________________________________________
Income (Loss) from Continuing Operations
 before Extraordinary Item and Cumulative
 Effect Adjustments (2)                        (615.3)        (5.3)       366.4        480.6        512.8
_________________________________________________________________________________________________________
Income from Discontinued Operations              27.0        173.8        138.8        133.5        126.6
_________________________________________________________________________________________________________
Cumulative Effect Adjustments (3)               227.1       (112.5)           -            -            -
_________________________________________________________________________________________________________
  Net Income (Loss) (2,3)                  $   (365.9)  $     56.0   $    505.2   $    614.1   $    676.4
_________________________________________________________________________________________________________
Net Realized Capital Gains (Losses),
 Net of Tax (included above)                     59.0         78.6       (187.4)       (79.2)       111.7
_________________________________________________________________________________________________________
Total Assets (4)                            100,036.7     94,519.6     91,987.6     89,300.7     87,099.0
_________________________________________________________________________________________________________
Total Long-Term Debt                          1,160.0        955.6      1,019.6      1,010.3      1,037.7
_________________________________________________________________________________________________________
Redeemable Preferred Stock,
 Net of Treasury                                    -            -            -            -            -
_________________________________________________________________________________________________________
Shareholders' Equity                          7,043.1      7,238.3      7,384.5      7,072.4      6,936.7
_________________________________________________________________________________________________________
_________________________________________________________________________________________________________
Per Common Share Data:
Income (Loss) from Continuing Operations
 before Extraordinary Item and Cumulative
 Effect Adjustments                        $    (5.54)  $     (.05)  $     3.33   $     4.32   $     4.56
Income from Discontinued Operations               .24         1.58         1.26         1.20         1.13
Cumulative Effect Adjustments for
 Continuing Operations                           2.05        (1.02)           -            -            -
Net Income (Loss)                               (3.29)         .51         4.59         5.52         6.02
Dividends Declared                               2.76         2.76         2.76         2.76         2.76
Shareholders' Equity                            62.77        65.64        67.09        64.23        61.94
Market Price at Year End                        60.38        46.50        44.00        39.00        56.50
_________________________________________________________________________________________________________
See Notes to Financial Statements.
<FN>
(1) In August 1993, the Omnibus Budget Reconciliation Act of 1993 (OBRA) was enacted which resulted
    in an increase in the federal corporate tax rate from 34% to 35%.  The enactment of OBRA resulted in
    a net benefit of $21.8 million to continuing operations before extraordinary item and
    cumulative effect adjustments.  The net benefit resulted from an increase in the company's deferred
    tax asset partially offset by an increase in current taxes.
(2) The 1993 results include a loss on discontinuance of the company's fully guaranteed large case
    pension products of $825.0 million.
(3) The 1993 net loss includes a cumulative effect charge of $.7 million and a cumulative effect benefit
    of $26.3 million as a result of the cumulative effects related to changes in accounting for certain
    investments in debt and equity securities and retrospectively rated reinsurance contracts, respectively.
    The 1993 net loss also includes a charge of $48.5 million and a benefit of $250.0 million as a result
    of the cumulative effects related to changes in accounting for postemployment benefits and 
    workers' compensation life table indemnity reserves, respectively.
(4) Total assets in 1993 include $15.0 billion of assets attributable to discontinued products.
</TABLE>

<PAGE> 2

Item 6.  Selected Financial Data. (continued)

<TABLE>
<CAPTION>
(Millions, except per share data)        1988       1987       1986       1985       1984       1983
                                         ____       ____       ____       ____       ____       ____
<S>                                      <C>        <C>        <C>        <C>        <C>        <C>
Revenue:
 Premiums:
  Health and Life Insurance and Services $ 3,029.4  $ 2,829.8   $ 3,136.5  $ 2,794.5  $ 2,966.2 $ 3,355.2
  Financial Services                         882.7    1,770.5     1,140.3      414.7      193.7     128.5
  Commercial Property-Casualty
   Insurance and Services                  4,077.2    3,955.4     3,618.1    2,767.9    2,291.6   2,055.4
  Personal Property-Casualty               2,669.0    2,449.6     2,156.5    1,879.6    1,694.8   1,643.1
  International                              425.5      461.7       369.8      404.8      414.9     359.6
                                         ________________________________________________________________
    Total premiums                        11,083.8   11,467.0    10,421.2    8,261.5    7,561.2   7,541.8
_________________________________________________________________________________________________________
Net Investment Income, Fees and Other
 Income, and Net Realized Capital Gains
  and Losses:
  Health and Life Insurance and Services     985.8      884.3       886.0      893.3      713.0     659.9
  Financial Services                       3,471.8    3,162.7     3,203.9    2,899.3    2,511.6   1,491.5
  Commercial Property-Casualty
   Insurance and Services                    829.1      817.8       671.6      533.5      402.1     329.9
  Personal Property-Casualty                 301.7      273.5       229.4      238.8      172.4     149.3
  International                              253.0      282.8       208.4      139.0      159.6     165.3
  Federated Investors                        193.5      209.2       180.6      149.3      109.1     115.8
   Total net investment income, fees
    and other income, and net realized
    capital gains and losses               6,034.9    5,630.3     5,379.9    4,853.2    4,067.8   2,911.7
_________________________________________________________________________________________________________
     Total Revenue                       $17,118.7  $17,097.3   $15,801.1  $13,114.7  $11,629.0 $10,453.5
_________________________________________________________________________________________________________
_________________________________________________________________________________________________________
Income (Loss) from Continuing Operations
 before Extraordinary Item and Cumulative
 Effect Adjustments:
  Health and Life Insurance and Services $   133.8  $   150.2   $   258.0  $   291.7  $   250.5 $   224.8
  Financial Services                         100.5       48.6       168.5      104.2       74.3     106.8
  Commercial Property-Casualty
     Insurance and Services                  205.8      318.3       147.9       20.9     (122.5)    (31.8)
  Personal Property-Casualty                  80.5      137.0        63.9       44.0        3.3      29.6 
  International                              (17.8)      23.5        34.4      (36.3)      13.9      29.7 
  Federated Investors                         54.6       58.3        49.4       38.7       23.3      22.1 
_________________________________________________________________________________________________________
Income from Continuing Operations
 before Extraordinary Item and
 Cumulative Effect Adjustments               557.4      735.9       722.1      463.2      242.8     381.2
_________________________________________________________________________________________________________
Income (Loss) from Discontinued
 Operations                                  142.1      130.9       138.3     (101.9)    (130.2)    (37.0)
_________________________________________________________________________________________________________
Cumulative Effect Adjustments                    -          -           -          -          -         - 
_________________________________________________________________________________________________________
  Net Income (Loss)                      $   713.3   $  915.3   $ 1,015.6  $   365.3  $   112.6 $   344.2 
_________________________________________________________________________________________________________
Net Realized Capital Gains (Losses),
 Net of Tax  (included above)                 32.0        4.0        97.6       59.5      (36.0)     40.4
_________________________________________________________________________________________________________
Total Assets                              81,344.6   75,724.1    69,360.1   60,096.0   52,604.3  49,110.7
_________________________________________________________________________________________________________
Total Long-Term Debt                       1,093.8      930.9       654.4      527.9      484.2     485.7
_________________________________________________________________________________________________________
Redeemable Preferred Stock,
 Net of Treasury                             118.6      177.1       200.0       75.0          -         -
_________________________________________________________________________________________________________
Shareholders' Equity                       6,453.8    6,015.7     5,633.4    4,745.9    4,112.3   4,375.7
_________________________________________________________________________________________________________
_________________________________________________________________________________________________________
Per Common Share Data:
Income from Continuing Operations
 Before Extraordinary Item and
 Cumulative Effect Adjustments           $    4.87  $    6.33   $    6.25  $    4.14  $    2.20 $    3.63
Income (Loss) from Discontinued
 Operations                                   1.26       1.15        1.24       (.95)     (1.31)     (.37)
Cumulative Effect Adjustments
  for Continuing Operations                      -          -           -          -          -         - 
Net Income (Loss)                             6.25       7.91        8.87       3.23        .89      3.26
Dividends Declared                            2.76       2.76        2.64       2.64       2.64      2.64
Shareholders' Equity                         57.50      52.95       48.58      41.19      39.14     41.96
Market Price at Year End                     47.25      45.25       56.38      53.50      36.50     36.00
_________________________________________________________________________________________________________
See Notes to Financial Statements.
</TABLE>

<PAGE> 3

Item 7.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations.*

Consolidated Results of Operations:  Operating Summary

<TABLE>
<CAPTION>

(Millions, except per share data)                1993           1992           1991     
_________________________________________________________________________________________
<S>                                              <C>            <C>            <C>

Premiums......................................   $   10,574.9   $   10,793.9   $ 11,444.6
Net investment income.........................        4,919.0        5,069.0      5,514.5
Fees and other income.........................        1,534.0        1,519.4      1,365.5
Net realized capital gains (losses)...........           89.8          114.9       (282.1)
                                                 ________________________________________
    Total revenue.............................       17,117.7       17,497.2     18,042.5
                                                 ________________________________________

Current and future benefits...................       12,391.9       12,848.9     13,429.8
Operating expenses............................        3,558.8        3,824.5      3,341.1
Amortization of deferred policy
    acquisition costs.........................          736.4          800.2      1,028.1
Loss on discontinuance of products............        1,270.0              -            -
Severance and facilities charge...............          308.0          145.0            -
                                                 ________________________________________
    Total benefits and expenses...............       18,265.1       17,618.6     17,799.0
                                                 ________________________________________
Income (Loss) from continuing operations
    before income taxes, extraordinary item
    and cumulative effect adjustments.........       (1,147.4)        (121.4)       243.5
Income tax benefits...........................         (532.1)        (116.1)      (122.9)
                                                 ________________________________________
Income (Loss) from continuing operations
    before extraordinary item and cumulative
    effect adjustments........................         (615.3)          (5.3)       366.4
Discontinued operations, net of tax...........           27.0          173.8        138.8
                                                 ________________________________________

Income (loss) before extraordinary item and
    cumulative effect adjustments.............         (588.3)         168.5        505.2
Extraordinary loss on debenture redemption,
    net of tax................................           (4.7)             -            -
Cumulative effect adjustments, net of tax.....          227.1         (112.5)           -
                                                 ________________________________________

Net income (loss)                                $     (365.9)  $       56.0   $    505.2
_________________________________________________________________________________________
Net realized capital gains (losses),
     net of tax (included above)                 $       59.0   $       78.6   $   (187.4)
_________________________________________________________________________________________
Per common share data:
    Income (Loss) from continuing operations
       before extraordinary item and
       cumulative effect adjustments..........   $      (5.54)  $       (.05)  $     3.33
    Income from discontinued operations,
       net of tax.............................            .24           1.58         1.26
    Extraordinary loss on debenture redemption           (.04)             -            -
    Cumulative effect adjustments.............           2.05          (1.02)           -
                                                 ________________________________________
       Net income (loss)......................   $      (3.29)  $        .51   $     4.59
                                                 ________________________________________
                                                 ________________________________________

    Dividends declared........................   $       2.76   $       2.76   $     2.76

    Shareholders' equity                                62.77          65.64        67.09
_________________________________________________________________________________________
Sources of earnings (losses):
  Health and Life Insurance and Services......   $      288.1   $      280.6   $    386.0
  Financial Services..........................         (808.8)         (17.2)      (156.9)
  Commercial Property-Casualty
    Insurance and Services....................         (115.9)        (245.4)       139.5
  Personal Property-Casualty..................           (3.3)         (36.2)       (28.6)
  International...............................           24.6           12.9         26.4
                                                 ________________________________________
      Total from continuing operations........         (615.3)          (5.3)       366.4
  Discontinued operations.....................           27.0          173.8        138.8
  Extraordinary loss on debenture redemption..           (4.7)             -            -
  Cumulative effect adjustments...............          227.1         (112.5)           -
                                                 ________________________________________

  Net income (loss)                              $     (365.9)  $       56.0   $    505.2
_________________________________________________________________________________________
<FN>

* This Management's Discussion and Analysis is as of February 8, 1994.

</TABLE>

<PAGE> 4

Overview

Aetna's 1993 net loss was $366 million, compared with net income of $56 
million and $505 million in 1992 and 1991, respectively.  The 1993 net 
loss included income from discontinued operations of $27 million 
(compared with $174 million in 1992 and $139 million in 1991) and a net 
benefit of $227 million for cumulative effect adjustments for accounting 
changes (compared with a net charge of $113 million for such adjustments 
in 1992).  (Please see "Cumulative Effect Adjustments" on page 6.)

Summary Segment Results

The following summary of segment results is based upon results of 
continuing operations, excluding capital gains and losses and excluding 
the 1993 and 1992 severance and facilities charges.

Health and Life Insurance and Services:

Results improved in 1993, reflecting reductions in operating expenses in 
both the group health and life and individual life businesses.  However, 
1993 results also reflected an increasing level of managed care expenses 
to meet current and future needs.  Improved health maintenance 
organization ("HMO") earnings also are reflected in 1993 results.

Financial Services:

Results in 1993 included an after-tax charge for anticipated future 
losses of $825 million related to the discontinuance of the company's 
fully guaranteed large case pension products.  Excluding the loss on 
discontinuance, results in 1993 improved, primarily due to increased 
annuity earnings and non-recurring investment gains on futures 
contracts.  However, the large case pension business continued to be 
negatively impacted by adverse conditions in commercial real estate 
markets and lower interest rates.  (Please see "Net Realized Capital 
Gains and Losses" on page 6.)

Commercial Property-Casualty Insurance and Services:

Results in 1993 were negatively impacted by increased charges for 
additions to loss and loss expense reserves for prior accident years, 
including significant charges for workers' compensation reserves.  
Excluding the increase in workers' compensation reserves, results 
improved significantly, reflecting lower operating expenses, improved 
underwriting, a tax benefit associated with a change in federal income 
tax rates and lower catastrophe losses.  Results in 1992 included a $30 
million after-tax charge related to an Olympia & York financial 
guarantee.

Personal Property-Casualty:

Improved results in 1993 reflected a reduction in operating expenses and 
lower catastrophe losses, partially offset by lower net investment 
income.  Results in 1993 also benefited from favorable loss trends.

International:

Improved 1993 results reflected continued improvement in Pacific Rim 
operations and earnings from the company's increased investment in a 
Mexican insurance operation, partially offset by weaker earnings in 
Canada.  Earnings in 1993 also included an after-tax capital loss of $12 
million realized on the sale of the U.K. life and investment management 
operations, a $37 million tax benefit from prior year operating losses 
on those operations and after-tax charges of $29 million for additions 
to loss and loss expense reserves for prior accident years in the U.K. 
reinsurance operations.


<PAGE> 5

Results of Continuing Operations -- 1993 vs. 1992

The loss from continuing operations (before results of discontinued 
operations, the extraordinary item and cumulative effect adjustments) 
was $615 million in 1993, compared with a loss from continuing 
operations of $5 million in 1992.  The following factors complicate the 
comparison of 1993 and 1992 results:

- - In January 1994, the company announced its decision to discontinue the 
  sale of its fully guaranteed large case pension products.  Results in 
  1993 included an after-tax charge for anticipated future losses on 
  these products of $825 million.

- - Results in 1993 included a fourth quarter pretax addition to workers' 
  compensation reserves for prior accident years of $574 million ($259 
  million increase, after-tax, after the current year effect of 
  discounting).  The 1992 reserve additions for prior accident years 
  included significant charges for asbestos bodily injury and 
  environmental liability claims.

- - Results in 1993 and 1992 included after-tax severance and facilities 
  charges of $200 million and $96 million, respectively.

- - Catastrophe losses (after-tax) were $85 million in 1993 compared with 
  $118 million in 1992.  Catastrophe losses in 1992 were primarily due 
  to Hurricane Andrew and Winter Storm Beth.

- - Results in 1992 included an after-tax charge of $30 million related to 
  an Olympia & York financial guarantee.

- - The enactment of the Omnibus Budget Reconciliation Act of 1993 
  ("OBRA") resulted in an increase of $27 million in the company's 
  deferred tax asset.  Federal income tax expense for 1993 included a 
  corresponding deferred benefit of $27 million, offset by an increase 
  in current taxes of $6 million.

- - Results in 1993 included net after-tax realized capital gains of $59 
  million (compared with $79 million in 1992) which included significant 
  realized capital gains, primarily from the sale of bonds, partially 
  offset by charges for additions to reserves for mortgage loans and 
  real estate.

Income from continuing operations in 1993 also reflected after-tax 
reductions in operating expenses over 1992 of $173 million.

Results of Continuing Operations -- 1992 vs. 1991

The loss from continuing operations in 1992 was $5 million, compared 
with income from continuing operations of $366 million in 1991.  Results 
in 1992 were adversely affected by increased charges for additions to 
property-casualty reserves for prior accident years (including fourth 
quarter charges of $180 million for asbestos bodily injury and 
environmental liability claims), an after-tax reorganization charge of 
$96 million, charges for the current year effects of changes in 
accounting, increased catastrophe losses and an after-tax charge of $30 
million related to an Olympia & York financial guarantee.

However, 1992 results of continuing operations compared with 1991 
benefited from an increase in net realized capital gains, primarily due 
to gains on sales of bonds and equity securities and lower charges for 
additions to reserves for mortgage loans and real estate, and improved 
International results.  The 1991 results included a $50 million benefit 
resulting from a reversal of previously established tax reserves based 
on a favorable court decision and an after-tax charge of $55 million 
related to the company's withdrawal from the Massachusetts personal 
automobile insurance market.

<PAGE> 6

Results of Discontinued Operations

Discontinued operations reflect the results of Reinsurance and Related 
Services provided through the company's formerly wholly owned 
subsidiary, American Re-Insurance Company ("Am Re"), which was sold 
effective September 30, 1992.   Income from discontinued operations was 
$27 million in 1993, $174 million in 1992 and $139 million in 1991.  The 
1993 income resulted from the redemption of preferred stock received in 
connection with the sale of Am Re.  Included in 1992 earnings from 
discontinued operations is a net benefit of $49 million for cumulative 
effect adjustments from accounting changes and a gain of $38 million 
realized on the sale of Am Re.

Cumulative Effect Adjustments

Net income in 1993 and 1992 included the following cumulative effect 
adjustments, net of tax:

<TABLE>
<CAPTION>
(Millions)                                        1993        1992    
_______________________________________________________________________
<S>                                               <C>         <C>
Discounting of workers' compensation life
  table indemnity claims                          $   250.0   $       -
Change in accounting for postemployment
  benefits (primarily accrual of long-term
  disability benefits)                                (48.5)          -
Change in accounting for retrospectively
  rated reinsurance contracts                          26.3           -
Change in accounting for debt 
  and equity securities                                 (.7)          -
Change in accounting for postretirement
  benefits other than pensions                            -      (385.0)
Change in accounting for income taxes                     -       272.5
                                                  _____________________
  Net cumulative effect benefit (charge)          $   227.1   $  (112.5)
_______________________________________________________________________
                                                  _____________________
</TABLE>

There were no cumulative effect adjustments reflected in 1991 net 
income.  (Please see Notes 1, 5, 10 and 13 of Notes to Financial 
Statements.)


Net Realized Capital Gains and Losses

Net realized after-tax capital gains (losses) included in the results of 
continuing operations were as follows:

<TABLE>
<CAPTION>
(Millions)
                                                 1993        1992        1991  
________________________________________________________________________________
<S>                                              <C>         <C>         <C>
Net realized capital gains from sales
  (primarily of bonds and equity securities)     $ 486.5     $ 355.8     $ 182.3

Realized capital losses from real estate
  write-downs and additions to reserves for
  mortgage loans and real estate                  (417.6)     (280.2)     (353.1)

Realized capital gains (losses) from additions
  to reserves for debt and equity securities        (9.9)        3.0       (16.6)
________________________________________________________________________________

Net realized after-tax capital gains (losses)    $  59.0     $  78.6     $(187.4)
________________________________________________________________________________
                                                 _______________________________
</TABLE>


<PAGE> 7

Net realized capital gains from sales, as presented above, included a 
$12 million loss in 1993 on the sale of the U.K. life and investment 
management operations, a $50 million gain in 1992 from the sale of a 
portion of the company's equity interest in MBIA Inc. (principally a 
municipal bond insurance company) and a $33 million gain in 1991 from 
the sale of the company's equity interest in La Estrella, S.A., a 
Spanish insurance company.

Adverse conditions in commercial real estate markets have negatively 
impacted earnings in each of the last three years.  However, the company 
also has reduced its exposure to commercial real estate markets in 
recent years.  The company has reduced the mortgage loan and equity real 
estate portfolios, after reserves and write-downs, by $6.0 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 December 
31, 1993.  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.

Income Taxes

In August 1993, OBRA was enacted, increasing the federal corporate tax 
rate from 34% to 35% retroactive to January 1, 1993.  Future net income 
of the company will be adversely impacted by the increased tax rate.

Effective January 1, 1992, the company adopted Financial Accounting 
Standard ("FAS") No. 109, Accounting for Income Taxes, which requires 
the recognition of deferred tax benefits to the extent it is more likely 
than not that such benefits will be realized.  In accordance with this 
statement, the company recognized income tax benefits of $532 million 
and $116 million in 1993 and 1992, respectively.  Additionally, the 
company had a deferred tax asset of approximately $1.3 billion at 
December 31, 1993 and management believes it is more likely than not 
that the company will realize the benefit of this deferred tax asset.  
While there are no assurances that this benefit will be realized, the 
company expects sufficient taxable income in the future (requires $3.6 
billion of future taxable income) based on its historical taxable income 
(average of approximately $200 million from continuing operations over 
the past three years excluding non-recurring charges).  (Please see Note 
10 of Notes to Financial Statements.)

Income tax benefits of $123 million in 1991 (of which $50 million 
resulted from the reversal of previously established tax reserves based 
on a favorable court decision) were calculated using the deferred method 
of accounting for income taxes.  Income taxes in 1991 were not restated 
for the retroactive effect of adopting FAS No. 109.

The Revenue Reconciliation Act of 1990 increased federal tax payments 
for insurance companies in part by including in taxable income estimated 
recoverables from property-casualty salvage and subrogation claims.  
However, a portion of the income related to such estimated recoverables 
as of January 1, 1990 was not taxed ("fresh start").  This resulted in 
$18 million of "fresh start" tax benefits for the company in 1991.  Net 
income in 1991 also included $42 million of tax benefits from the "fresh 
start" provisions of the Tax Reform Act of 1986.  Due to the company's 
adoption of FAS No. 109 retroactive to January 1, 1992, "fresh start" 
benefits are no longer treated as a reduction of tax expense.


<PAGE> 8

Per Common Share

The loss from continuing operations per common share before 
extraordinary item and cumulative effect adjustments was $5.54 in 1993, 
compared with a loss from continuing operations per common share before 
cumulative effect adjustments of $.05 in 1992 and income from continuing 
operations per common share of $3.33 in 1991.  The net loss per common 
share was $3.29 in 1993, compared with net income per common share of 
$.51 in 1992 and $4.59 in 1991.  Return on shareholders' equity was 
(5.1)% in 1993, compared with .8% in 1992 and 7.0% in 1991.  The 
weighted average number of common shares outstanding was 111.1 million 
in 1993 and 110.1 million in each of 1992 and 1991.  Shareholders' 
equity was $62.77 per common share at the end of 1993, down from $65.64 
at the end of 1992 and $67.09 at the end of 1991.

Revenue

Total revenue decreased 2% in 1993, primarily as a result of lower 
premiums and net investment income.  Premium income decreased 2% 
primarily reflecting decreased volume resulting from the company's 
withdrawal from certain workers' compensation and personal automobile 
insurance markets and continued price competition in the commercial and 
personal property-casualty businesses.  Net investment income decreased 
3% in 1993 primarily due to lower investment yields and lost investment 
income on non-performing mortgage loans.

Severance and Facilities Charge

In recent years, management has placed a strong focus on reducing costs 
in order to improve the competitive position of the company's 
businesses.  In 1994, the company will take additional steps to further 
reduce its costs.  As a result of these planned actions, the company 
announced, in January 1994, a $200 million after-tax severance and 
facilities charge to 1993 earnings.  This charge relates primarily to 
severance costs associated with the planned elimination of approximately 
4,000 positions and abandonment of certain facilities.  The cost 
reduction measures are expected to be substantially completed in 1994 
and are expected to produce annual after-tax savings in excess of $200 
million by 1995, including savings resulting from a modification of the 
company's postretirement health care plan.  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> 9

Health and Life Insurance and Services

<TABLE>
<CAPTION>
Operating Summary (Millions)          1993        1992        1991    
_______________________________________________________________________
<S>                                   <C>         <C>         <C>
Premiums                              $ 4,794.3   $ 4,679.9   $ 4,628.6
Net investment income                     593.1       597.1       639.1
Fees and other income                   1,082.1     1,027.1       882.0
Net realized capital gains(losses)          7.8         (.9)      (33.3)
                                      _________________________________
    Total revenue                       6,477.3     6,303.2     6,116.4
                                      _________________________________
Current and future benefits             4,247.9     4,046.6     3,948.7
Operating expenses                      1,670.0     1,762.6     1,604.2
Amortization of deferred policy
  acquisition costs                        21.2        19.3        68.2
Severance and facilities charge            88.5        54.1           -
                                      _________________________________
Income before taxes                       449.7       420.6       495.3
Income taxes                              161.6       140.0       109.3
                                      _________________________________
Income before cumulative
  effect adjustments                  $   288.1   $   280.6   $   386.0
_______________________________________________________________________
                                      _________________________________
Net realized capital gains
  (losses), net of tax
  (included above)                    $     1.1   $      .9   $   (21.2)
_______________________________________________________________________
                                      _________________________________
Universal life deposits
  not included in premiums
  above (1)                           $   268.7   $   260.5   $   239.7
_______________________________________________________________________
                                      _________________________________
<FN>
(1) Under FAS No. 97, universal life deposits are not included in 
    premiums or revenue.
</TABLE>

The Health and Life Insurance and Services segment ("Health and Life") 
includes units marketing a wide range of group health and life insurance 
products and services, including managed health care products, to 
employers and employer-sponsored groups.  Individual life insurance 
product results also are included in Health and Life.

Health and Life income before cumulative effect adjustments (excluding 
the 1993 and 1992 after-tax severance and facilities charges of $58 
million and $36 million, respectively) increased $29 million, or 9% in 
1993, following a $70 million, or 18%, decrease in 1992.  Results in 
1993 benefited from a reduction in operating expenses.  Despite the 
overall reduction in operating expenses, managed care-related expenses 
continued to increase in 1993 to meet both current and future needs.  
Results in 1993 also reflected increased HMO earnings.

The $70 million decrease in earnings from 1991 to 1992 was partially due 
to a decrease in after-tax investment income from $407 million in 1991 
to $382 million in 1992, primarily due to lower investment yields and 
reduced cash flows.  Results in 1992 also included an after-tax charge 
of $19 million related to postretirement benefits other than pensions 
and by costs related to continued development of managed care 
operations.  Favorable medical experience on several contracts partially 
offset the decline in earnings.  Earnings in 1991 included a $50 million 
benefit resulting from a reversal of previously established tax reserves 
based on a favorable court decision.

Health and Life premiums grew 2% in 1993 and 1% in 1992, primarily as a 
result of new business sales and price increases on existing business 
that were offset in part by policy lapses and conversions of insured 
lives to non-insured plans.  (As noted below, revenue from non-insured 
plans is reflected in "fees and other income.") 


<PAGE> 10

Group Insurance

Continuing concern over the rising costs of health care and the need for 
quality assurance have resulted in a continuation of a market shift away 
from traditional forms of health benefit coverage to a variety of 
"managed care" products.  Managed care products, which may be sold on a 
stand-alone basis or in combination with traditional indemnity products, 
vary from traditional indemnity products primarily through the use of 
health care networks (physicians and hospitals) and of medical 
management procedures designed to enhance the quality and reduce the 
cost of medical services provided.

The company offers a broad spectrum of traditional indemnity and managed 
care group products.  The latter include preferred provider ("PPO") 
arrangements, which offer enhanced coverage benefits for services 
received from participating providers; point-of-service ("POS") plans, 
which typically combine PPO-style benefit designs with stronger 
utilization management; and HMOs, which arrange for non-emergency 
services exclusively through the HMO's network of providers.  The 
company's health care network physicians and hospitals have 
traditionally been independent contractors.  In 1993, the company began 
to develop and manage primary care physician practices as a means of 
increasing network access and overall product integration.

At year-end 1993, Aetna operated various types of managed care networks 
in approximately 211 Standard Metropolitan Statistical Areas.  The 
number of members covered under all arrangements, including traditional 
health plans, at December 31 were:

<TABLE>
<CAPTION>
(Millions)
                                  1993 (1)    1992        1991
                                  ____        ____        ____
<S>                               <C>         <C>         <C>

Traditional health plans          9.6         9.5         9.7
PPOs and POS plans                4.0         2.2         2.0
HMOs                              1.4         1.3         1.3

<FN>

(1) During 1993, the company implemented a more comprehensive membership
    reporting system.  This change in membership counting resulted 
    in a .8 million increase in traditional health plan membership
    and a 1.0 million increase in PPO and POS membership as of 
    December 31, 1993.  HMO membership was not affected by the change.
    Prior year membership has not been restated for this change.

</TABLE>

Revenue produced by health care operations is reflected in "premiums" or 
in "fees and other income" depending upon the extent to which risk is 
assumed by the company or by the customer.  Plans may be insured, in 
whole or in part, or may be entirely funded by the customer ("self-
funded").  Insured plans generally involve the assumption of all or a 
portion of health care cost and utilization risk by the company.  HMO 
plans typically involve full risk assumption by the HMO.  Self-funded 
plans do not involve the assumption of significant insurance or credit 
risk by the company and thus  typically generate lower earnings than 
comparable insured plans.


<PAGE> 11

Individual Life

The individual life business was a strong contributor to earnings in each of 
1993, 1992 and 1991.  Individual life earnings in 1993 were $48 million, or 
$17 million higher than in 1992, reflecting increased investment income and 
a reduction in operating expenses.  Individual life earnings in 1992 were 
about level with 1991.

Outlook

The shift from traditional health plans to various managed care programs is 
expected to continue, thus necessitating continuing investment by the 
company in its managed care operations.  Subject to the considerations 
discussed below, management expects the Health and Life segment to be a 
continued source of substantial earnings.

Health care costs have continued to rise because of increased costs of 
medical services and increased usage of those services.  The level of Health 
and Life earnings will continue to depend, to a large degree, on Aetna's 
ability to price its products appropriately in light of rising health care 
costs, and to restrain rising costs for Aetna's customers through effective 
network and medical management procedures.

Enactment of comprehensive health care reform legislation at the federal 
level remains a key priority of both the Clinton Administration and many 
members of Congress.  Leading proposals already under consideration, 
including the Administration's bill, tend to focus on "managed competition" 
among private health care plans, although these proposals differ in 
important details.  The company generally supports federal initiatives that 
(i) expand access to and control costs of health care through expanded 
reliance on managed care and (ii) preserve a strong private sector role in 
the financing and delivery of health care.  Substantial Congressional debate 
on health care reform is expected during 1994 and perhaps beyond.

During recent legislative sessions, a few states enacted significant health 
care reform measures intended to increase access to health coverage and 
control costs of health care.  Specific features of these initiatives vary, 
but in general they seek to promote competition for membership among managed 
care plans, principally through the creation of cooperative purchasing 
mechanisms for small groups.

The company continues to support state reforms that seek to expand access to 
coverage for small employers, stabilize rates for such coverage or encourage 
the use of managed care, provided that all competitors are subject to 
consistent standards and are provided sufficient flexibility to manage 
pricing and risk on a prospective basis.  Management believes that the 
company generally is well positioned to compete under state initiatives 
which are based on the principles of managed competition.  The growing 
diversity of state regulation has increased administrative complexity 
associated with the company's health businesses, however, and certain 
proposed state reform measures (notably those which would hinder the growth 
of managed care in those states in which the company has, or is establishing 
a significant presence) may, if enacted, adversely affect the company's 
health operations in those states.

Management currently is not able to predict the outcome of the various 
federal and state legislative initiatives discussed above, or what effect 
the resulting legislation, if any, will have on the company's health 
businesses.


<PAGE> 12

Financial Services

<TABLE>
<CAPTION>
Operating Summary (Millions)               1993         1992         1991     
_______________________________________________________________________________
<S>                                        <C>          <C>          <C>
Premiums                                   $    217.9   $    222.9   $    305.6
Net investment income                         3,049.9      3,170.3      3,539.1
Fees and other income                           224.2        184.6        171.5
Net realized capital gains(losses)                 .8        (32.7)      (306.1)
                                           ____________________________________
    Total revenue                             3,492.8      3,545.1      3,710.1
                                           ____________________________________
Current and future benefits                   3,040.4      3,265.5      3,723.1
Operating expenses                              389.0        322.3        240.5
Amortization of deferred policy
  acquisition costs                              17.3         13.4         22.9
Loss on discontinuance of products            1,270.0            -            -
Severance and facilities charge                  52.2          5.6            -
                                           ____________________________________
Loss before taxes                            (1,276.1)       (61.7)      (276.4)
Income tax benefits                            (467.3)       (44.5)      (119.5)
                                           ____________________________________
Loss before cumulative effect adjustments  $   (808.8)  $    (17.2)  $   (156.9)
_______________________________________________________________________________
                                           ____________________________________
Net realized capital losses,
  net of tax (included above)              $      (.3)  $    (21.4)  $   (201.6)
                                           ____________________________________
Net loss attributable to discontinued
  products, net of tax (included above)    $   (858.4)  ${eq \D\ba3()}    (109.8)  $   (212.2)
_______________________________________________________________________________
                                           ____________________________________
Deposits not included
  in premiums above:(1)
    Fully guaranteed                       $    869.0   $    953.8   $  2,195.2
    Experience rated                          1,800.8      1,719.3      1,741.1
    Non-guaranteed                            3,077.1      2,742.1      2,074.9
                                           ____________________________________
      Total                                $  5,746.9   $  5,415.2   $  6,011.2
_______________________________________________________________________________
                                           ____________________________________
Assets under management:
    Fully guaranteed                       $ 16,336.9   $ 17,246.1   $ 18,438.2
    Experience rated                         24,296.7     23,407.2     23,634.4
    Non-guaranteed                           26,494.5     21,163.0     18,609.8
                                           ____________________________________
      Total                                $ 67,128.1   $ 61,816.3   $ 60,682.4
_______________________________________________________________________________
                                           ____________________________________
<FN>
(1) Under FAS No. 97, certain deposits are not included in premiums or revenue.
</TABLE>

Business units in the Financial Services segment ("Financial Services") 
market a variety of retirement and other savings products (including 
pension and annuity products) and services to businesses, government 
units, associations, collectively bargained welfare trusts, hospitals, 
educational institutions and individuals.  These products are grouped 
into "large case" and "small case" categories.

Large case products consist of group annuity and/or investment 
management arrangements that generally are offered to larger employers.  
These products generally are tailored for marketing to defined benefit 
and defined contribution pension plans that qualify under Internal 
Revenue Code ("IRC") Section 401 for tax deferral.  Contracts providing 
fully guaranteed, partially guaranteed (experience rated) and non-
guaranteed investment options have been offered.  Non-guaranteed and 
certain partially guaranteed investment options include insurance 
company separate accounts and investment advisory arrangements.  Large 
case products are offered primarily by Aetna Life Insurance Company and 
certain of its affiliated registered investment advisor affiliates.


<PAGE> 13

Small case products include pension products, mutual funds and annuities 
sold under contracts or to plans that qualify under IRC Sections 401, 
403, 408 and 457, and are written primarily by Aetna Life Insurance and 
Annuity Company ("ALIAC").  ALIAC offers annuity contracts (with fully 
guaranteed, partially guaranteed and non-guaranteed features), generally 
to smaller employers and to individuals, with a high level of service 
associated with the investment management.  The non-guaranteed 
investment options offered under these contracts are ALIAC separate 
accounts that invest in Aetna and outside mutual funds.  Aetna mutual 
funds also are available to individual and institutional investors 
outside of the ALIAC retirement products.

The company is involved in a multi-year program to improve profitability 
and enhance shareholder value.  As part of that program, management has 
committed to exiting from businesses or products that underperform, lack 
potential or otherwise no longer fit the company's long-term strategy.  
Fully guaranteed large case pension products, consisting of guaranteed 
investment contracts ("GICs") and single-premium annuities ("SPAs"), 
have negatively impacted earnings in recent years as a result of 
depressed conditions in commercial real estate markets and lower 
interest rates in general.  The poor results from this business are 
expected to continue for the foreseeable future.  Accordingly, in 
January 1994, the company announced its decision to discontinue the sale 
of its fully guaranteed large case pension products.  As a result of 
this decision, the company recognized an after-tax loss on 
discontinuance of products of $825 million which is reflected in the 
1993 financial statements.  This charge reflects anticipated future 
losses expected to be realized on the run off of this business.  (Please 
see "Discontinued Products" on page 16.)

Total Segment Results

Excluding net realized capital gains and losses, the 1993 and 1992 
after-tax severance and facilities charges of $34 million and $4 
million, respectively, and the 1993 loss on discontinuance of products, 
Financial Services results before cumulative effect adjustments 
increased by $43 million in 1993 and decreased by $37 million in 1992.  
The improvement in 1993 results was primarily due to increased annuity 
earnings and non-recurring investment gains on futures contracts.  
Results in 1992 also reflected strong annuity earnings.  However, the 
large case pension business continued to be negatively impacted in each 
of the last two years by adverse conditions in commercial real estate 
markets and lower interest rates.

After-tax net realized capital losses were less than $1 million in 1993, 
compared with losses of $21 million and $202 million in 1992 and 1991, 
respectively.  Such net realized capital losses excluded net capital 
losses of $111 million, $43 million and $104 million in 1993, 1992 and 
1991, respectively, which were attributable to assets supporting 
experience rated pension and annuity contracts.  Included in net capital 
losses for 1993, 1992 and 1991 were net gains from bond sales of $185 
million, $104 million and $42 million, respectively.  Net realized 
capital losses in 1993, 1992 and 1991 also included $242 million, $185 
million and $257 million, respectively, from additions to mortgage loan 
and real estate reserves and real estate write-downs.  (Please see 
"Mortgage Loan Investments" on page 36 and "Real Estate Investments" on 
page 41.)


<PAGE> 14

Assets under management at December 31, 1993 of $67 billion (including 
assets supporting discontinued products of $14.7 billion) were 9% above 
1992 levels, following a 2% increase in 1992.  The increase in assets 
under management in 1993 and 1992 was primarily due to strong sales, 
separate account deposits, and favorable asset retention in the annuity 
and small case pension businesses.

Continuing Product Lines

The company continues to offer experience rated and non-guaranteed 
products to its large case pension customers.

Experience rated large case products require the customer to assume 
investment and other risks subject, among other things, to certain 
minimum guarantees.  At December 31, 1993, experience rated products 
included defined contribution products of $7.5 billion ($2.7 billion of 
which were supported by assets held in the company's separate accounts) 
and defined benefit products of $9.5 billion ($3.9 billion of which were 
supported by assets held in the company's separate accounts).  Excluding 
those products which are supported by separate accounts assets, 
approximately $3.4 billion of the experience rated  contracts at 
December 31, 1993 ($5.3 billion at December 31, 1992) allowed for 
unscheduled contractholder withdrawals, subject to timing restrictions.  
Amounts withdrawn by contractholders also are subject to market value 
adjustments intended to reflect the estimated value of the assets 
supporting the contract at the time of withdrawal.  The extent to which 
market value adjustments on individual contractholder withdrawals 
actually reflect such estimated value is dependent upon, among other 
factors, the difference between assumed and actual realized experience 
on assets supporting experience rated contracts.

Excluding those products which are supported by separate accounts 
assets, approximately $5 billion of the large case experience rated 
pension contracts at December 31, 1993 could be withdrawn at the 
direction of plan participants without market value adjustment.  Such 
participant directed withdrawals include both withdrawals from the 
contractholder's plan ("plan withdrawals") and transfers from plan 
investment options supported by large case pension products ("plan 
transfers").  Plan withdrawals are generally subject to significant tax 
and plan constraints.  Contractual provisions relating to plan 
withdrawals and transfers also may limit the effect of such transactions 
on the company.  Participant directed withdrawal activity has declined 
in recent years.

Experience rated contractholder and participant directed withdrawals 
were as follows (excluding transfers to other company products) for the 
years ended December 31:

<TABLE>
<CAPTION>
(Millions)
                                                   1993        1992        1991
                                                   ____        ____        ____
<S>                                                <C>         <C>         <C>
Scheduled contract maturities
  and benefit payments (1)                         $1,049.8    $  999.5    $  749.2
Contractholder withdrawals other than scheduled
  contract maturities and benefit payments (2)        893.2     1,129.7     1,228.2
Participant directed withdrawals                      222.5       396.8       426.9
<FN>
(1) Includes payments made upon contract maturity and other amounts
    distributed in accordance with contract schedules.
(2) Includes withdrawals made in 1992 and 1993 in connection with the
    fourth quarter 1992 conversion offer (described below).
</TABLE>


<PAGE> 15

Pursuant to the terms of the company's experience rated large case 
pension 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.

During 1992, the company offered to holders of certain classes of 
experience rated contracts the opportunity to modify such contracts 
("conversion offer").  The contract amendments provided, with respect to 
pre-1993 deposits, that the company would increase minimum guaranteed 
credited rates in return for contractholders relinquishing the right to 
make lump-sum withdrawals and accepting defined payout schedules.  The 
contract modifications reduced the company's exposure to significant 
fluctuations in unscheduled withdrawals, but also have reduced the 
company's capacity to pass through future investment losses, should they 
emerge, to contractholders.  Other factors, such as customer withdrawal 
activity, future losses on investments, including mortgage loans, 
further experience rated contract modifications, if any, and significant 
increases in interest rates could further 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.

Non-guaranteed large case products provide for full assumption by the 
customer of investment results.  Assets ($19.5 billion at December 31, 
1993) supporting non-guaranteed products are held in the company's 
various separate accounts and are managed by the company for a fee.  
Separate account investment income and net realized capital gains and 
losses are allocated to such customers' contracts and are therefore not 
reflected in the company's consolidated results of operations.  
Withdrawals are based on the actual market value of the assets in the 
separate account.

Small case assets under management at December 31, 1993 included $1.6 
billion in fully guaranteed funds, $7.3 billion in experience rated 
funds, and $7.0 billion in non-guaranteed funds.  The funds have 
transfer and withdrawal limitations, and contracts typically impose 
surrender fees (which decline over the duration of the contract).  Any 
withdrawals from the guaranteed fund prior to maturity include an 
adjustment intended to reflect the estimated fair value of the assets 
supporting the contract at the time of withdrawal.  Approximately 91% of 
small case assets under management at December 31, 1993 (compared with 
90% at December 31, 1992) allowed for contractholder withdrawal, subject 
to market value adjustments.


<PAGE> 16

Discontinued Products

In January 1994, the company announced its decision to discontinue the 
sale of its fully guaranteed large case pension products.  The after-tax 
loss on discontinuance of these products was $825 million as of the 
December 31, 1993 measurement date.  The loss on discontinuance 
represents the present value of anticipated net cash flow shortfalls as 
the liabilities are run off.  Such net cash flow shortfalls include 
anticipated losses from negative interest margins (i.e., the amount by 
which interest credited to holders of such contracts exceeds interest 
earned on investment assets supporting the contracts), future capital 
losses, and operating expenses and other costs expected to be incurred 
as the liabilities are run off.  (Please see Note 2 of Notes to 
Financial Statements.)

The 1993 loss from discontinued products includes a $390 million loss on 
discontinuance of GICs and a $435 million loss on discontinuance of 
SPAs.  Excluding the loss on discontinuance of products, results in 1993 
reflected a negative interest margin of $72 million, excluding $19 
million of gains on futures contracts (which are not expected to recur).  
The negative interest margin was $66 million in each of 1992 and 1991.  
Results in 1993 also included net realized capital losses of $10 
million, compared with net realized capital losses of $41 million and 
$179 million in 1992 and 1991, respectively.

Discontinued fully guaranteed products provide guarantees on investment 
return, maturity values, and if applicable, benefit payments.  Assets 
under management supporting GICs and SPAs at December 31, 1993 were $9.1 
billion and $5.6 billion, respectively.  The interest credited on these 
contracts at December 31, 1993 ranged from 2.91% to 17.95%, with an 
average rate of 9.48%.  As of December 31, 1993 and 1992, none of these 
contracts allowed for contractholder withdrawal, except in extraordinary 
circumstances.

Maturity and benefit payments on fully guaranteed pension products were 
$2.6 billion, $3.6 billion and $4.5 billion in 1993, 1992 and 1991, 
respectively.  Sales of such products in 1993, 1992 and 1991 were $.6 
billion, $.5 billion and $1.5 billion, respectively.  The company has 
ceased selling new fully guaranteed large case pension products but will 
honor all obligations under existing contracts.

At December 31, 1993, scheduled maturities, future benefit payments, and 
other expected payments of GICs and SPAs, including future interest, 
were as follows:

<TABLE>
<CAPTION>
(Millions)
                              GICs            SPAs   
                              ________        ________
<S>               <C>         <C>             <C>
                  1994        $2,040.1        $  539.5
                  1995         2,027.6           533.6
                  1996         2,296.7           527.9
                  1997         1,798.9           522.0
                  1998         1,354.4           516.6
             1999-2003         2,258.5         2,506.5
             2004-2008            40.7         2,340.1
             2009-2013             9.3         2,085.6
             2014-2018            10.9         1,752.1
            Thereafter             1.1         2,049.7

</TABLE>


<PAGE> 17

Management expects that the cash outflows from these products will be 
funded over approximately the next 25 years by earnings on, sales of, 
and normal amortization of invested assets.  To the extent that such 
cash flows are insufficient to meet the payments of one of the products, 
a loan, at then current interest rates, may be made from the other 
product to meet the cash flow shortfall.  Further, the receivables 
established from the continuing operations may be utilized to meet cash 
flow shortfalls in one or both products.  The anticipated cash flow 
shortfalls are not expected to affect the company's future earnings as 
anticipated future losses on this business were considered in 
establishing the reserve for discontinued products.  However, to the 
extent that actual future losses differ from anticipated future losses, 
such shortfalls will affect the company's results of operations.  Such 
differences may occur because the calculation of anticipated future 
losses reflects a number of estimates, including estimates relating to 
the expected future performance of invested assets supporting 
discontinued products.    Due to these uncertainties, management is 
unable to determine whether the effect of such shortfalls will be 
material to the company's future results.

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.  The assets were distinguished, 
physically, operationally and for financial reporting purposes, from the 
remaining assets of the company.  Invested assets of discontinued 
products (net of impairment reserves) at December 31, 1993, and the 
related impairment reserves, were as follows:
<TABLE>
<CAPTION>
                                            Carrying       Impairment
(Millions)                                  Value          Reserves (1)
________________________________________________________________________
<S>                                         <C>            <C>
Debt securities                             $ 8,269.0      $    37.8
Mortgage loans                                5,419.1          647.2
Real estate                                     534.5          298.3 (2)
Short-term and other invested assets            472.5              -   
                                            ____________________________
  Total                                     $14,695.1      $   983.3   
________________________________________________________________________
<FN>
(1) Please see "Investments" on pages 34, 38 and 42 for definitions
    of impairment reserves.
(2) Includes real estate write-downs in addition to impairment reserves.
</TABLE>

Debt securities attributable to discontinued products at December 31, 
1993 had an average quality rating of AA-.

Included in discontinued products' assets at December 31, 1993 were the 
following categories of mortgage loans:
<TABLE>
<CAPTION>
(Millions)
                                    Balance (1)
_______________________________________________
<S>                                 <C>
Problem loans                       $     410.8
Restructured loans                        957.4
Potential problem and
  restructured loans                      523.8
                                    ___________
Total                               $   1,892.0
_______________________________________________
<FN>
(1) Please see "Mortgage Loan Investments" on pages 39
    and 40 for a description of problem loans, restructured
    loans, and potential problem and restructured loans.
</TABLE>


<PAGE> 18

Please see "Investments" on pages 32 through 43 for a detailed 
description of invested assets supporting both continuing and 
discontinued product lines.

Outlook

A substantial portion of the company's mortgage loan portfolio supports 
the fully guaranteed and experience rated large case pension business, 
and realized capital gains and losses and lost investment income in that 
portfolio had their greatest impact on results of the Financial Services 
segment.  This impact is expected to be less significant in the future 
because the loss on discontinuance of the fully guaranteed large case 
pension products is an estimate of all anticipated future losses, 
including capital losses, on such products.  However, capital losses on 
experience rated large case pension business may increase in the future 
if the company's capacity to pass through future investment losses to 
experience rated contractholders is reduced.

The company's ability to retain and grow its continuing large case 
pension business is affected by consumer confidence in both the company 
and the insurance industry.  Consumer confidence may be influenced by 
such factors as reduced insurance company ratings (please see "Liquidity 
and Capital Resources" on page 47) and perceived financial difficulties 
in the industry.  Management believes that a continuation of the 
substantial competitive pressures in the large case pension market, 
particularly if further ratings downgrades or other developments reduce 
consumer confidence, may make it unlikely that new deposits and earnings 
on assets will offset withdrawals and plan benefit payments in this 
market.

Management expects the company's business to move increasingly toward 
experience rated separate account and non-guaranteed products as the 
company seeks to consolidate and enhance its existing investment 
advisory and asset management services businesses.  These businesses 
service, on a fee basis, pension plan sponsors, small-and medium-sized 
insurance companies, and other asset pools.  Management expects these 
businesses to provide a growing source of earnings for the company.

ALIAC annuity and small case pension sales and business retention are 
expected to continue to be strong in 1994.  ALIAC invests primarily in 
United States government securities, mortgage-backed securities (please 
see "Bond Investments" on page 35) and publicly traded corporate bonds.  
Therefore, the ALIAC businesses have not experienced the significant 
capital losses or surrender activity caused by adverse conditions in the 
commercial real estate markets.


<PAGE> 19

Commercial Property-Casualty Insurance and Services

<TABLE>
<CAPTION>

Operating Summary (Millions)                     1993         1992         1991     
_____________________________________________________________________________________
<S>                                              <C>          <C>          <C>
Premiums                                         $  3,121.2   $  3,204.1   $  3,616.1
Net investment income                                 762.6        762.6        788.1
Fees and other income                                 138.8        176.3        196.2
Net realized capital gains                            115.7        128.5           .3
                                                 ____________________________________
  Total revenue                                     4,138.3      4,271.5      4,600.7
                                                 ____________________________________
Current and future benefits                         3,031.4      3,242.1      3,148.4
Operating expenses                                    926.1      1,044.3        990.5
Amortization of deferred policy
  acquisition costs                                   337.4        376.3        409.0
Severance and facilities charge                       107.6         38.8            -
                                                 ____________________________________
Income (Loss) before taxes                           (264.2)      (430.0)        52.8
                                                 ____________________________________
Income tax benefits(1)                               (148.3)      (184.6)       (86.7)
                                                 ____________________________________
Income (Loss) before cumulative
  effect adjustments                             $   (115.9)  $   (245.4)  $    139.5
_____________________________________________________________________________________
                                                 ____________________________________
Cumulative effect adjustment for the change in
  accounting for workers' compensation reserves  $    250.0   $        -   $        -
_____________________________________________________________________________________
                                                 ____________________________________
Net realized capital gains, net of tax
  (included above)                               $     74.3   $     85.0   $      1.3
_____________________________________________________________________________________
                                                 ____________________________________
Catastrophe losses, net of tax
  (included above)                               $     36.5   $     51.5   $     16.8
_____________________________________________________________________________________
                                                 ____________________________________
Statutory combined loss and expense ratio             130.9%       131.0%       116.7%
_____________________________________________________________________________________
                                                 ____________________________________
Statutory combined loss and expense ratio, 
  adjusted for discounting (2)                        117.9%       131.0%       116.7%
_____________________________________________________________________________________
                                                 ____________________________________
GAAP combined loss and expense ratio                  130.3%       132.1%       116.7%
_____________________________________________________________________________________
                                                 ____________________________________
GAAP combined loss and expense ratio,
  adjusted for discounting (2)                        117.3%       132.1%       116.7%
_____________________________________________________________________________________
                                                 ____________________________________

<FN>
(1) Income tax benefits in 1993 and 1992 resulted from the pretax loss and tax-exempt
    interest income.  Income tax benefits in 1991 resulted from tax-exempt interest
    income and "fresh start" tax benefits.
(2) The 1993 combined loss and expense ratios have been adjusted for the cumulative
    effect benefit of discounting of workers' compensation life table indemnity reserves 
    ($250.0 million, after-tax).
</TABLE>

The business units in the Commercial Property-Casualty Insurance and 
Services segment ("Commercial Property-Casualty") provide most types of 
property-casualty insurance, bonds, and insurance-related services for 
businesses, government units and associations.

Results before cumulative effect adjustments (excluding the 1993 and 
1992 after-tax severance and facilities charges of $70 million and $26 
million, respectively) increased by $174 million in 1993, following a 
$359 million decrease in 1992.  Results in 1993 reflected a reduction in 
operating expenses, improved underwriting, a net tax benefit of $22 
million related to the enactment of OBRA (primarily from revaluing the 
deferred tax asset) and lower catastrophe losses.  Partially offsetting 
the improvement in earnings were increased charges for additions to loss 
and loss expense reserves for prior accident years, including 
significant charges for workers' compensation reserves (please see 
"Property-Casualty Reserves" on page 23).

In addition to significantly increasing workers' compensation reserves 
in 1993, the company implemented a change in accounting, retroactive to 
January 1, 1993, to discount reserves for workers' compensation life 
table indemnity claims.  Management believes that this change better 
reflects the economic value of its obligations and improves the matching 
of revenues and expenses; additionally, it is consistent with the 
practice of the company's principal competitors.  This change in 
accounting resulted in an after-tax cumulative effect benefit of $250 
million which relates entirely to the Commercial Property-Casualty 
segment.


<PAGE> 20

The decline in 1992 results was due primarily to significantly increased 
charges for additions to loss and loss expense reserves for prior 
accident years, including significant charges for asbestos bodily injury 
and environmental liability claims.  (Please see "Property-Casualty 
Reserves" on page 23.)  Also impacting 1992 results were current year 
charges totaling $53 million (after-tax) resulting from changes in the 
methods of accounting for income taxes and postretirement benefits other 
than pensions, increased catastrophe losses, and an after-tax charge of 
$30 million related to an Olympia & York financial guarantee.  Results 
in 1992 also reflected lower premium volume, driven by weak economic 
conditions, continued price competition, and reduced workers' 
compensation exposure.

After-tax catastrophe losses were $36 million, $51 million and $17 
million in 1993, 1992 and 1991, respectively, and were net of 
reinsurance recoverables of $25 million and $219 million in 1993 and 
1992, respectively.  Catastrophe losses contributed 1.8 points to the 
combined ratio in 1993, compared with 2.4 points and less than 1 point 
to the combined ratios for 1992 and 1991, respectively.  Catastrophe 
losses in 1992 included $31 million (net of reinsurance recoverables of 
$195 million) from Hurricane Andrew and Winter Storm Beth.

During 1993, the company continued to reduce workers' compensation 
exposure in certain states where that business does not offer the 
potential to achieve acceptable financial returns.  Workers' 
compensation represented approximately 27% of Commercial Property-
Casualty's 1993 earned premiums, compared with 30% in 1992.  Total 
Commercial Property-Casualty earned premiums decreased 3% in 1993, 
primarily as a result of weak economic conditions, continued price 
competition, and reduced workers' compensation exposure.

Outlook

Except in isolated markets and lines of business, expectations in recent 
years among market analysts that prices would significantly increase in 
the commercial property-casualty lines have proven incorrect.  Should 
existing market conditions continue, earnings will continue to be under 
pressure.  In addition, as a result of the significant amount of 
reinsured catastrophe losses in recent years, the extent of reinsurance 
coverage has been limited and the cost of such coverage has risen 
significantly.  Reduced reinsurance coverage and the change in 
accounting for retrospectively rated reinsurance contracts could lead to 
greater volatility in earnings in the future.  Further, state regulatory 
pressure restraining workers' compensation rate increases will make it 
difficult to cover expected growth in loss costs, particularly the 
medical components of those costs.  The Clinton Administration's health 
reform proposal includes provisions pertaining to workers' compensation 
medical services.  Management is unable to predict how or if its 
commercial property-casualty business will be impacted by these 
proposals.  Management will continue to pursue workers' compensation 
claim cost control measures and exposure reduction where appropriate.

The company recently announced that it expects to report losses of $80 
million for the segment, net of tax and reinsurance, related to the Los 
Angeles earthquake and the severe winter weather occurring in January and 
February of 1994.


<PAGE> 21

Personal Property-Casualty

<TABLE>
<CAPTION>
Operating Summary (Millions)                1993         1992         1991     
________________________________________________________________________________
<S>                                         <C>          <C>          <C>
Premiums                                    $  1,489.3   $  1,788.7   $  2,344.9
Net investment income                            194.6        251.2        292.5
Fees and other income                              5.6         30.3         29.0
Net realized capital gains(losses)               (15.5)        10.7          2.3
                                            ____________________________________
    Total revenue                              1,674.0      2,080.9      2,668.7
                                            ____________________________________
Current and future benefits                    1,144.4      1,466.1      2,001.5
Operating expenses                               197.9        291.6        243.9
Amortization of deferred policy
  acquisition costs                              308.8        349.6        513.8
Severance and facilities charge                   47.4         46.0            -
                                            ____________________________________
Loss before taxes                                (24.5)       (72.4)       (90.5)
Income tax benefits (1)                          (21.2)       (36.2)       (61.9)
                                            ____________________________________
Loss before cumulative effect adjustments   $     (3.3)  $    (36.2)  $    (28.6)
________________________________________________________________________________
                                            ____________________________________
Net realized capital gains (losses),
  net of tax (included above)               $    (10.7)  $      6.9   $      1.8
________________________________________________________________________________
                                            ____________________________________
Catastrophe losses, net of tax
  (included above)                          $     48.5   $     66.7   $     43.6
________________________________________________________________________________
                                            ____________________________________
Statutory combined loss and expense ratio        112.9%       117.9%       113.4%
________________________________________________________________________________
                                            ____________________________________
GAAP combined loss and expense ratio             111.6%       119.6%       117.5%
________________________________________________________________________________
                                            ____________________________________
<FN>
(1) Income tax benefits in 1993 and 1992 resulted from the pretax loss and
    tax-exempt interest income.  Income tax benefits in 1991 resulted from
    tax-exempt interest income and "fresh start" tax benefits.
</TABLE>

The business units in the Personal Property-Casualty segment provide 
primarily personal automobile insurance and homeowners insurance.

Results before cumulative effect adjustments (excluding the 1993 and 
1992 after-tax severance and facilities charges of $31 million and $30 
million, respectively, and the 1991 after-tax charge of $55 million 
related to the company's withdrawal from the Massachusetts personal 
automobile insurance market) improved by $33 million in 1993, following 
a $32 million decrease in 1992.

The improvement in 1993 results reflects a reduction in operating 
expenses and lower catastrophe losses partially offset by lower net 
investment income.  The decline in results from 1991 to 1992 was due 
primarily to increased catastrophe losses in the homeowners business, 
including $54 million (net of reinsurance recoverables of $99 million) 
from Hurricane Andrew and Winter Storm Beth, and charges totaling $12 
million resulting from the current year effect of accounting changes.  
Results in 1993 and 1992 benefited from the company's reduction of 
exposure in the personal automobile insurance market in those states 
where that business did not offer the potential to achieve acceptable 
financial returns and from favorable loss trends that resulted in a 
reduction of loss reserves.

Personal Property-Casualty after-tax catastrophe losses were $49 
million, $67 million and $44 million in 1993, 1992 and 1991, 
respectively, and were net of reinsurance recoverables of $3 million and 
$111 million for 1993 and 1992, respectively.  Catastrophe losses 
contributed 4.8 points to the combined ratio in 1993, and 5.6 points and 
2.8 points in 1992 and 1991, respectively.


<PAGE> 22

Premium revenue was $1.5 billion in 1993, down from $1.8 billion and 
$2.3 billion in 1992 and 1991, respectively, primarily reflecting the 
company's efforts to reduce exposure in, and capital committed to, the 
personal automobile insurance market in those states that do not offer 
the potential to achieve acceptable returns.  Actions taken to reduce 
personal automobile exposure have had an adverse impact on sales of 
homeowners insurance.  Automobile and homeowners policies in force at 
December 31 were:

<TABLE>
<CAPTION>
(Millions)
                                1993        1992        1991
                                ____        ____        ____
<S>                             <C>         <C>         <C>
Automobile                       .7          .8         1.3
Homeowners                      1.5         1.6         1.9
</TABLE>


Outlook

Based upon evaluation of conditions in each state, the company has in 
recent years withdrawn from or reduced exposure to personal automobile 
insurance in certain states in which management has concluded that it is 
not in the company's interests to continue selling personal automobile 
insurance.  Management will continue to evaluate market conditions and 
maintain or increase the company's presence in those states that offer 
acceptable returns.

The adverse impact on homeowners results of personal automobile 
insurance withdrawal and reduction actions began to abate during the 
last half of 1993 as the two lines furthered the establishment of 
separate identities in the marketplace.  This trend is expected to 
continue in 1994.

As a result of the significant amount of reinsured catastrophe losses in 
recent years, the extent of reinsurance coverage has been limited and 
the cost of such coverage has risen significantly.  Reduced reinsurance 
coverage and the change in accounting for retrospectively rated 
reinsurance contracts could lead to greater volatility in earnings in 
the future.  Management is reviewing its exposure to catastrophes and 
working toward reducing such exposure in areas or to products where it 
is concentrated.

The Clinton Administration's health reform proposal includes provisions 
pertaining to auto insurance medical services.  Management is unable to 
predict how or if its personal property-casualty business will be 
effected by these proposals.

The company will continue to seek to reduce further the costs associated 
with processing and servicing personal property-casualty business.  
Management also will continue to seek to obtain rate increases where 
appropriate and will continue to challenge in court regulatory or 
legislative initiatives that deny the company an opportunity to earn a 
satisfactory return on this business.

The company recently announced that it expects to report losses of $40 
million for the segment, net of tax and reinsurance, related to the Los 
Angeles earthquake and the severe winter weather occurring in January 
and February of 1994.


<PAGE> 23

Property-Casualty Reserves

<TABLE>
<CAPTION>
(Millions)                          1993        1992        1991   
____________________________________________________________________
<S>                                 <C>         <C>         <C>
Loss and Loss Expense Reserves:
  Commercial Property-Casualty      $  9,478    $  9,641    $  9,136
  Personal Property-Casualty           1,960       2,106       2,271
                                    ________________________________
    Total (1)                       $ 11,438    $ 11,747    $ 11,407
____________________________________________________________________
                                    ________________________________
<FN>
(1) Total loss and loss expense reserves, as presented above, are
    net of reinsurance recoverables of $4.4 billion, $4.2 billion and
    $4.0 billion at December 31, 1993, 1992 and 1991, respectively.
</TABLE>

Loss and loss expense reserves represent the amounts established to fund 
the estimated liability for the ultimate cost of claims (including claim 
adjustment expenses) that have been reported but not settled and claims 
that have been incurred but not yet reported ("IBNR").  The length of 
time between occurrence and settlement of a claim varies depending on 
the coverage and type of claim involved.  Estimates become more 
difficult to make (and are therefore more subject to change) as such 
length of time increases.  Actual claim costs are dependent upon a 
number of complex factors including social and economic trends and 
changes in doctrines of legal liability and damage awards.

Because the size of the reserves is substantial relative to 
shareholders' equity and earnings, it is important that reserves be 
continually monitored and adjusted as more current information becomes 
available.  Accordingly, estimated liabilities for property-casualty 
coverages are recomputed periodically using a variety of actuarial and 
statistical techniques.

Loss and loss expense reserves decreased by $309 million and increased 
by $340 million in 1993 and 1992, respectively.  The table below shows 
the increases attributable to prior accident years, most of which were 
for losses and related expenses for workers' compensation claims, 
asbestos and other product liability risks and environmental liability 
risks attributable to property-casualty policies.  An increase in 
reserves for prior accident years reduces net income for the period in 
which the adjustment is made.

Additions to Reserves for Prior Accident Years

<TABLE>
<CAPTION>
                                      Commercial  Personal
                                      Property-   Property-
(Millions)                            Casualty    Casualty    Total   
_______________________________________________________________________
<S>                                   <C>         <C>         <C>
1993 (1)
  Pretax                              $   79      $  (19)     $   60   
  After-tax                               51         (12)         39  
_______________________________________________________________________
1992
  Pretax                              $  465      $    1      $  466   
  After-tax                              307           1         308  
_______________________________________________________________________
1991
  Pretax                              $   43      $    2      $   45   
  After-tax                               28           1          29  
_______________________________________________________________________
<FN>
(1) Reserve additions in 1993 include the effect of discounting
    workers' compensation life table indemnity reserves.
</TABLE>


<PAGE> 24

Workers' Compensation

During the fourth quarter of 1993, the company added $574 million 
(pretax, before discount) to prior accident year loss reserves for 
workers' compensation claims.  This increase resulted from a recently 
completed study of the company's workers' compensation reserves which 
indicated that workers' compensation claims have a longer duration than 
previously estimated.  Concurrent with the addition to workers' 
compensation reserves, the company implemented a change in accounting to 
discount reserves for workers' compensation life table indemnity claims 
consistent with industry practice.  This discounting resulted in a 
reduction of $634 million (pretax) to loss reserves for workers' 
compensation claims.  (Please see Note 1 of Notes to Financial 
Statements.)

Asbestos and Environmental-Related Claims

Reserving for asbestos and environmental-related claims is subject to 
significant uncertainties (discussed below).  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.  Reserves 
for asbestos and environmental liabilities are evaluated by management 
regularly, and, subject to the significant uncertainties discussed 
below, adjustments are made to such reserves as developing loss patterns 
and other information appear to warrant.

The company's reinsurance arrangements have been designed to provide a 
significant amount of protection for all types of casualty losses which 
may arise, including losses which may arise from asbestos and 
environmental-related exposures.  It is not possible at this time to 
determine whether reinsurance coverage for asbestos and environmental 
claims will be exhausted prior to disposing of or otherwise settling all 
such claims and related lawsuits, primarily because the ultimate amount 
of payments that the company may make for all asbestos and 
environmental-related claims and related litigation expenses is unknown.  
The company has taken reinsurance recoveries into account in its reserve 
calculations for known asbestos and environmental claims, and for 
unreported asbestos bodily injury claims where, in many cases, the 
company reserves for policy limits.

Environmental-Related Claims

There are a large number of environmental-related claims concerning 
hazardous waste cleanups that have been brought against policyholders of 
the company.  The company generally disputes that there is any insurance 
coverage for such claims and is vigorously litigating coverage and 
related issues.


<PAGE> 25

Significant environmental-related claim activity is more recent than 
asbestos-related claim activity, and there is great uncertainty involved 
in estimating liabilities related to environmental claims.  First, the 
underlying liabilities of the claimants are extremely difficult to 
estimate.  At any given waste site, the amount of remedial cost that may 
be allocated to a potentially responsible party ("PRP") depends on a 
wide variety of factors, including volumetric contribution, relative 
toxicity, number of years active at the site, extent of impairment to 
the environment and ability to pay.  A PRP may have no liability, may 
share responsibility with hundreds of others or may bear the cost alone.  
Second, there are significant uncertainties for the company and the 
insurance industry relating to whether insurance policies cover such PRP 
liabilities.  For example, courts have reached inconsistent conclusions 
regarding such scope of coverage issues as:  whether insurance coverage 
exists at all; what policies provide the coverage; whether an insurer 
has a duty to defend; whether an insured's environmental losses are 
caused by one or more "occurrence(s)" for purposes of determining 
applicable policy limits; how pollution exclusions in policies should be 
applied; and whether cleanup costs are payable as "damages." Further, 
even if and when the courts rule definitively on the various legal 
issues, many cases will still present complicated factual questions 
affecting coverage that will need to be resolved.

The company has made very few indemnity payments to date for 
environmental claims.  Because these payments have not been significant 
in the aggregate and have varied in amount from claim to claim, 
management cannot determine whether past claims experience will be 
representative of future claims experience.

Because of the significant uncertainties discussed above, and the 
likelihood that these uncertainties will not be resolved in the near 
future, management is unable to make a reasonable estimate as to the 
ultimate amount or a reasonable range of losses for environmental-
related claims.

The company had approximately 4,200 open claims concerning 
environmental-related liabilities (involving approximately 1,100 
policyholders) at December 31, 1993 and approximately 3,200 such claims 
(involving approximately 1,000 policyholders) at December 31, 1992.  Of 
the claims open at December 31, 1993 and 1992, 81% and 82%, 
respectively, represented environmental pollution-related cleanup cases 
(including Superfund claims) against policyholders, 11% and 9%, 
respectively, represented environmental pollution-related third-party 
bodily injury and property damage claims against policyholders, and 8% 
and 9%, respectively, represented coverage disputes between the company 
and its policyholders that had reached the litigation stage.  In 1993, 
the company opened 2,062 new claims and closed 1,032 claims.  In 1992, 
the company opened 1,186 new claims and closed 662 claims.  At December 
31, 1993, the company had closed a total of over 4,000 environmental-
related claims involving policyholders.  For purposes of this paragraph, 
"claims" are calculated separately for each of the three categories 
described above and are calculated on a "per policyholder, per site" 
basis.


<PAGE> 26

The "claims" numbers above reflect cases where policyholders have 
notified the company of a claim under primary insurance policies issued 
by the company.  In addition, policyholders have placed the company on 
notice of possible claims that may potentially involve excess general 
liability policies written by the company.  The company generally does 
not consider these notifications open "claims" (and the claims numbers 
above do not include these notifications) because under these policies 
(i) the company does not have a duty to defend the policyholder, and 
(ii) the policyholders must first exhaust their primary insurance 
coverage for such claims before they can look to the company for 
coverage.

In 1992, the company added $202 million (pretax) to reserves for 
environmental liability claims primarily as a result of the continuing 
increases in the number of environmental-related claims that had been 
brought against policyholders of the company and the increased costs of 
related litigation.  The table below reflects paid activity and reserves 
(primarily claim adjustment expenses, including legal fees) for 
environmental liability claims (pretax):

<TABLE>
<CAPTION>
(Millions)
                                        For the years ended December 31   All periods prior to
Environmental Liability Claims             1993        1992        1991        January 1, 1991
____________________________________  ___________________________________ ____________________
<S>                                        <C>         <C>         <C>         <C>

Beginning reserve                          $ 231       $  73       $  34       $   -
Reserve addition for incurred losses (1)      40         202          81         117
Net payments for claims and claim
    adjustment expense (2,3)                  40          44          42          83         
                                           _________________________________ _________________
Ending reserve (4)                         $ 231       $ 231       $  73       $  34         
____________________________________________________________________________ _________________
<FN>

(1) The reserve additions for incurred losses are net of reinsurance
    recoverables of $(3) million in 1993 and $11 million in 1992.

(2) Net payments for claims and claim adjustment expense are net of
    reinsurance recoveries of $2 million in 1993 and $4 million in 1992.

(3) Includes approximately $31 million of legal fees paid in 1993 and
    $35 million paid in each of 1992 and 1991.

(4) The ending reserves for environmental claims, as presented above, are net
    of reinsurance recoverables of $3 million in 1993 and $7 million in 1992.

</TABLE>

Approximately two-thirds of the reserves at December 31, 1993 and 1992 
represents a bulk reserve for legal fees.  The remainder of such 
reserves represents estimated liabilities (including legal fees) for a 
small number of known claims for which the company believes it can 
reasonably estimate its liability.


<PAGE> 27

Congress is scheduled to reauthorize the Superfund law in 1994.  There 
is substantial dissatisfaction among insurance and business groups and 
others with the current law, and general recognition that major reforms 
should be made as part of the reauthorization, although there is 
currently no consensus as to the nature or objectives of reform.  
Insurer and business groups are advocating a variety of reform proposals 
which focus on the law's cleanup requirements and liability provisions.  
If enacted, certain of these proposals could reduce the insurance 
industry's and the company's potential environmental liability exposure 
related to Superfund, probably in return for new federal taxes on the 
insurance industry.  Although the Clinton Administration has submitted 
reauthorization legislation to Congress and is working with these 
insurer and business groups and with Congress to try to bring about a 
consensus, it is too early to determine whether the law will be 
reauthorized on schedule, what the substance of the enacted legislation 
will be, or what the effect of any such reforms will be on the company's 
potential environmental liability exposure.

Asbestos Bodily Injury Claims

Numerous liability claims for bodily injury have been asserted against 
major producers of asbestos and asbestos products, some of which are 
insureds of the company.  In order to control transaction costs and 
provide efficient claim handling, the Center for Claims Resolution 
("CCR") was formed in 1988 to handle asbestos-related bodily injury 
claims on behalf of its member producers.  The company participates in 
CCR by virtue of its existing insurance contracts with certain CCR 
members and is assessed a fee by CCR for its claim handling services.  
The company also provides insurance coverage to producers that are not 
CCR members.

A large number of asbestos bodily injury actions that were pending in 
pretrial stages in various courts have been consolidated and transferred 
to single federal or state courts.  In 1992, CCR members agreed to 
settle approximately 8,000 asbestos bodily injury cases which had been 
consolidated in state court in Maryland.  In January 1993, CCR announced 
a global proposal involving plaintiffs, attorneys, producers and 
insurers to settle asbestos bodily injury claims over the next 10 years, 
as well as pending asbestos bodily injury lawsuits against its members.  
The proposed settlement is subject to, among other things, court 
approval and acceptance by a minimum number of plaintiffs, and no 
assurance can be given that all such claims will be settled, or settled 
on the terms proposed.  To date, the CCR proposed settlement has not 
been approved by the courts.

In 1992, the company added $219 million (pretax) to reserves for 
asbestos bodily injury claims.  Of this increase, $152 million ($100 
million after-tax) was added primarily because of the CCR developments 
described above.  These reserves are equal to the applicable policy 
limits of liability for many of the company's insureds, less payments to 
date, plus an estimate of the associated future expenses of litigation.  
In 1993, net payments increased, primarily reflecting increased 
settlements, including the settlements of certain large claims for which 
reserves had previously been established.


<PAGE> 28

Over the last few years, asbestos bodily injury claims also have been 
filed by plaintiffs against entities that installed products that 
contained asbestos and/or produced products that contained asbestos.  
There is inadequate history from which the company can estimate the 
ultimate liability it may have with respect to such claims brought 
against its insureds.

The company's indemnity payments per claim with respect to all asbestos 
bodily injury claims have varied over time and from case to case, due 
primarily to wide variations in insureds, policy terms, types of claims, 
injury and the results of claim settling mechanisms (such as CCR). 
Management cannot predict whether indemnity payments per claim will 
increase, decrease or remain the same.

The table below reflects paid activity and reserves, net of reinsurance 
and other recoveries, for asbestos bodily injury claims (pretax).  Legal 
fees have represented approximately one-half of net payments.  At 
December 31, 1993 and 1992, approximately one-half and one-third, 
respectively, of reserves represented legal fees.

<TABLE>
<CAPTION>
                                             For the years ended December 31   All periods prior to
Asbestos Bodily Injury Claims (Millions)        1993        1992        1991        January 1, 1991
________________________________________    __________________________________ ____________________
<S>                                         <C>         <C>         <C>         <C>
Beginning reserve                           $ 243       $  60       $  25       $   -
Reserve addition for incurred losses (1)       75         219          28         507
Net payments for claims and claim
    adjustment expense (2)                    115          36          (7)        482             
                                            _______________________________ _______________________
Ending reserve (3)                          $ 203       $ 243       $  60       $  25             
___________________________________________________________________________ _______________________
<FN>
(1) The reserve additions for incurred losses are net of reinsurance
    recoverables of $20 million in 1993 and $115 million in 1992.
(2) Net payments for claims and claim adjustment expense are net of reinsurance
    recoveries of $27 million in 1993 and $51 million in 1992.  Asbestos
    bodily injury claims paid in 1991 were less than reinsurance recovered.
(3) The ending reserves for asbestos bodily injury claims, as presented above,
    are net of reinsurance recoverables of $45 million in 1993 and $52 million in 1992.
</TABLE>


Asbestos Property Damage Claims

In addition to bodily injury claims, property damage claims have been 
brought against the company's insureds seeking reimbursement for the 
expense of replacing insulation material and other building components 
made of asbestos.  It is the company's position that in most cases its 
product liability policies do not cover this replacement expense.  
Management cannot predict whether the courts will ultimately support the 
company's position.

In the limited number of asbestos property damage cases where payments 
have been made by the company, indemnity payments per claim have varied 
over time and from case to case primarily because of variations in 
insurance policies and policy limits, the type of asbestos product 
material installed and relevant state law.  Management cannot predict 
whether such indemnity payments per claim will increase, decrease or 
remain the same.


<PAGE> 29

The table below reflects paid activity (primarily legal fees) and 
reserves (a significant portion of which represents legal fees) for 
asbestos property damage claims (pretax):

<TABLE>

<CAPTION>
                                            For the years ended December 31    All periods prior to
Asbestos Property Damage Claims (Millions)     1993        1992        1991         January 1, 1991
__________________________________________  _________________________________  ____________________
<S>                                         <C>         <C>         <C>          <C>

Beginning reserve                           $  28       $  21       $  17        $   -
Reserve addition for incurred losses (1)       14          23          18           72
Net payments for claims and claim
    adjustment expense (2)                     20          16          14           55            
                                            ______________________________  _______________________
Ending reserve (3)                          $  22       $  28       $  21        $  17            
__________________________________________________________________________  _______________________
<FN>

(1) The reserve additions for incurred losses are net of reinsurance
    recoverables of $3 million in 1993 and $6 million in 1992.

(2) Net payments for claims and claim adjustment expense are net of reinsurance
    recoveries of $2 million in 1992.  There were no such reinsurance recoveries in 1993.

(3) The ending reserves for asbestos property damage claims, as presented above,
    are net of reinsurance recoverables of $7 million in 1993 and $3 million in 1992.
</TABLE>


Future results of the company are expected to be affected adversely by 
losses for asbestos and environmental-related claims and related 
litigation expenses.  Due to the significant uncertainties discussed 
above, management is unable to determine whether such effect will be 
material to the company's future results, liquidity and/or capital 
resources.


<PAGE> 30

International

<TABLE>
<CAPTION>
Operating Summary (Millions)                1993        1992        1991   
____________________________________________________________________________
<S>                                         <C>         <C>         <C>
Premiums                                    $  952.2    $  898.3    $  549.4
Net investment income                          318.8       287.8       255.7
Fees and other income                           83.3       101.1        86.8
Net realized capital gains (losses)            (19.0)        9.3        54.7
                                            ________________________________
  Total revenue                              1,335.3     1,296.5       946.6
Current and future benefits                    927.8       828.6       608.1
Operating expenses                             375.8       403.7       262.0
Amortization of deferred policy
  acquisition costs                             51.7        41.6        14.2
Severance and facilities charge                 12.3          .5           -
                                            ________________________________
Income (Loss) before taxes                     (32.3)       22.1        62.3
Income taxes (benefits)                        (56.9)        9.2        35.9
                                            ________________________________
Income before cumulative
  effect adjustments                        $   24.6    $   12.9    $   26.4
____________________________________________________________________________
                                            ________________________________
Net realized capital gains (losses),
  net of tax (included above)               $   (5.4)   $    7.2    $   32.3
____________________________________________________________________________
                                            ________________________________
</TABLE>

The International segment, through subsidiaries and joint venture 
operations, sells primarily life insurance and financial services 
products in non-U.S. markets including Canada, Malaysia, Taiwan, Chile, 
Mexico, the United Kingdom, Hong Kong, Korea and New Zealand.

Results before cumulative effect adjustments increased $12 million in 
1993, following a $14 million decrease in 1992.  Results in 1993 
included an after-tax capital loss of $12 million realized on the sale 
of the U.K. life and investment management operations and a $37 million 
tax benefit from prior year operating losses on those operations.  
Results in 1993 also reflected after-tax charges of $29 million for 
additions to loss and loss expense reserves for prior accident years in 
the U.K. reinsurance operations.  Income before cumulative effect 
adjustments in 1991 was due primarily to an after-tax capital gain of 
$33 million on the sale of the company's 43% interest in La Estrella.

Excluding net capital gains and losses and the 1993 after-tax severance 
and facilities charge of $8 million, International reported income 
before cumulative effect adjustments of $38 million in 1993, compared 
with earnings of $6 million in 1992 and a loss of $6 million in 1991.  
Results in 1993 reflected continued improvement in Pacific Rim 
operations and earnings from the company's increased investment in a 
Mexican insurance operation, partially offset by weaker earnings in 
Canada.  The 1992 earnings improvement was due primarily to improved 
performance in the Pacific Rim and Chile.

Premiums in 1993 were 6% higher than in 1992, following a 64% increase 
in 1992 premiums as compared with 1991.  Premium growth in 1993 was due 
primarily to a 26% increase in Pacific Rim operations, partially offset 
by a combined 19% decline in Canadian and United Kingdom operations.  
Premium growth for International during 1992 was driven primarily by 
increases in Pacific Rim operations, where premiums were $411 million, 
compared with $170 million in 1991.  Included in Pacific Rim premiums 
for 1992 was $128 million from the second quarter 1992 consolidation of 
a previously unconsolidated subsidiary as a result of an increase in the 
company's ownership percentage.


<PAGE> 31

Outlook

International's strategy is to invest resources in areas outside the 
U.S. that have the potential for attractive returns, with emphasis on 
the emerging insurance and financial services markets of newly 
industrialized countries.  These smaller but economically vigorous 
markets generally have lower cost of entry and higher premium growth 
rates.  This long-term strategy requires significant up-front investment 
and a willingness to accept negative or low returns in the initial years 
of such operations.

Operations outside the U.S. have added risks such as nationalization, 
expropriation, and the potential for restrictive capital regulations.  
Given the particular countries in which International has operations, 
and the current size and nature of those operations, management does not 
believe such risks are material to the company.


<PAGE> 32

Investments

<TABLE>
<CAPTION>
(Millions)                            1993          1992          1991     
____________________________________________________________________________
<S>                                   <C>           <C>           <C>
Invested Assets:
  Life Companies:
    Fully Guaranteed                  $ 16,933.1    $ 15,724.5    $ 17,384.4
    Experience Rated                    18,824.1      17,699.6      18,787.0
    Other                                7,445.5       8,113.9       5,741.7
  Property-Casualty Companies           18,253.1      17,258.5      16,543.8
                                      ______________________________________
    Total General Account Assets        61,455.8      58,796.5      58,456.9
  Separate Accounts (1)                 24,704.7      21,721.7      20,188.6
____________________________________________________________________________
Total, net of impairment reserves     $ 86,160.5    $ 80,518.2    $ 78,645.5
____________________________________________________________________________
                                      ______________________________________
Net investment income (excluding
  separate accounts)                  $  4,919.0    $  5,069.0    $  5,514.5
____________________________________________________________________________
                                      ______________________________________
<FN>
(1) The following discussion excludes separate accounts investments.
    Separate accounts are discussed on page 15.
</TABLE>

The company's investment strategies and portfolios are intended to match 
the duration of the related liabilities and provide sufficient cash flow 
to meet obligations while maintaining a competitive after-tax rate of 
return.  The risks associated with investments supporting experience 
rated pension and annuity products are assumed by those customers 
subject to, among other things, certain minimum guarantees.  The 
anticipated future losses associated with investments supporting 
discontinued products were provided for in the loss on discontinuance of 
products established at December 31, 1993.  Investment-related amounts 
disclosed in the following investment section relate to the total 
portfolio (including assets supporting discontinued products and 
experience rated products) and are before deductions for impairment 
reserves unless otherwise noted.  (Please see Financial Services on page 
17 for a separate discussion of the invested assets of discontinued 
products.)


<TABLE>
<CAPTION>
Invested Assets of Life Companies         Invested Assets of Property-Casualty Companies
12/31/93                                  12/31/93                                     
_________________________________         ______________________________________________
<S>                  <C>                  <C>                  <C>
Bonds                66%                  Bonds                71%
Mortgages            28%                  Mortgages            14%
Real Estate           2%                  Common Stock          7%
Short-Term            1%                  Real Estate           2%
Common Stock          1%                  Short-Term            2%
Other                 2%                  Other                 4%
</TABLE>


Mortgage loan balances, net of impairment reserves, comprised 24% and 
31% of total general account invested assets at December 31, 1993 and 
1992, respectively.  The mortgage loan portfolio yielded an average cash 
return of approximately 9% in each of 1993 and 1992.  The average loan 
size for commercial mortgage loans was $6.9 million at December 31, 1993 
and 1992.  Commercial mortgage loans represented 98% and 99% of the 
total mortgage loan portfolio at such respective dates.


<PAGE> 33

Bond Investments

As of December 31, 1993 and 1992, the company's investments in bonds 
represented 67% and 59% of total general account invested assets and 
were as follows:

<TABLE>
<CAPTION>
(Millions)
                                         December 31, 1993                     December 31, 1992        
                                ___________________________________   ___________________________________
                                      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>
Total investments in bonds,
  net of impairment reserves    $41,425.6   $11,739.0    28.3%        $34,643.9   $10,652.3    30.7%
"Below investment grade"
  securities                      1,913.4       449.4    23.5           1,465.0      481.8     32.9
Problem bonds                       194.3        26.6    13.7             362.2       80.9     22.3
Potential problem bonds             191.0        65.1    34.1             166.3       61.7     37.1
</TABLE>


Of the total bond investments (net of impairment reserves) at December 
31, 1993, $8.3 billion supported discontinued products, $11.7 billion 
supported experience rated products, and $21.4 billion supported 
remaining company business.

It is management's objective that the bond portfolio be of high quality 
and be well-diversified by market sector.  The bonds in the company's 
portfolio are generally rated by external rating agencies, and, if not 
externally rated, are rated by the company on a basis believed to be 
similar to that used by the rating agencies.  The average quality rating 
of the company's bond portfolio was AA at both December 31, 1993 and 
December 31, 1992.


<TABLE>
<CAPTION>
Bond Quality Ratings                      Bond Investments by Market Sector
12/31/93                                  12/31/93
____________________                      ___________________________________
<S>            <C>                        <C>                           <C>
AAA            54%                        Mortgage-Backed Securities    25%
AA             12%                        Corporate                     25%
A              18%                        Treasuries/Agencies           22%
BBB            11%                        Financial                     14%
BB & Below      5%                        Municipals                     6%
                                          Public Utilities               8%
</TABLE>


At December 31, 1993 and 1992, 6% and 78%, respectively, of the fixed 
income investments included in Aetna's bond portfolio were carried at 
amortized cost.  The decline in the percentage of assets carried at 
amortized cost is due to the company's adoption of FAS No. 115 on 
December 31, 1993.  FAS No. 115 requires that available for sale 
securities, which had previously been carried at the lower of amortized 
cost or fair value, be carried at fair value (please see Note 1 of Notes 
to Financial Statements).  The carrying value of investments in prior 
years was not restated for the adoption of FAS No. 115.  At year-end 
1993, the estimated market value of investments carried at amortized 
cost was approximately $146 million greater than their carrying value.  
Of the difference between market and carrying value, $18 million is 
related to bond investments supporting experience rated contracts.


<PAGE> 34

"Below investment grade" securities are defined to be securities that 
carry a rating below BBB-/Baa3.  The fair value of such investments 
approximated their carrying value at December 31, 1993 and exceeded 
their carrying value by $47 million at December 31, 1992.  At year end 
1993 and 1992, $1.2 billion of the below investment grade assets were 
investments that were purchased at investment grade, but the quality of 
which has since deteriorated.

To a very limited degree, the company has purchased debt securities 
related to highly leveraged transactions ("HLTs").  HLTs are defined as 
financing transactions used for buyouts, acquisitions or 
recapitalizations of existing businesses that meet specified criteria.

The company held HLT investments of $386 million and $483 million, or 
less than 1% of the company's total invested assets, at December 31, 
1993 and 1992, respectively.  These amounts include bonds and 
investments in leveraged buyout funds.  The company has commitments, if 
called, to fund $107 million of leveraged buyout fund investments over 
the next five years.  The company's investments in HLTs were carried at 
fair value at December 31, 1993.

The company also participates in venture capital investments and held 
$38 million and $86 million of such investments at December 31, 1993 and 
1992, respectively.

Bond impairment reserves are established to provide for 1) estimated 
losses on specific bonds 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").  As of December 31, bond impairment reserves were 
as follows:

<TABLE>
<CAPTION>
(Millions)
                                   1993          1992
                                   ______________________
<S>                                <C>           <C>
Allocable to the company           $   80.7      $   90.0
Allocable to contractholders           15.0           5.6
                                   ______________________
   Total                           $   95.7 *    $   95.6
                                   ______________________
                                   ______________________
<FN>
* The carrying value of bonds carried at fair value is net of
  $76.7 million of impairment reserves (included above) at
  December 31, 1993.

</TABLE>


PAGE> 35

For the years ended December 31, after-tax bond impairment expense was 
as follows:

<TABLE>
<CAPTION>
(Millions)
                                  1993        1992       1991 
                                  _______     _______    _______
<S>                               <C>         <C>        <C>

Allocable to the company          $   9.4     $  (6.3)   $  15.8
Allocable to contractholders*         8.0        (3.2)       5.1

<FN>
* Impairment expense allocable to contractholders does not
  affect the company's results of operations.
</TABLE>


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

"Potential problem bonds" are currently performing bonds 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 bonds requires significant judgment 
as to likely future market conditions and developments specific to 
individual bonds.  Provision for losses that are likely to arise from 
potential problem bonds, excluding those potential problem bonds 
supporting experience rated pension and annuity contracts, is included 
in the general reserve.

The company does not accrue interest on problem bonds 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 $6 million, $20 million and $22 million for the 
years ended December 31, 1993, 1992 and 1991, respectively.  Of such 
amounts, $1 million, $6 million and $7 million, respectively, would have 
been related to investments supporting experience rated pension 
contracts.


Collateralized Mortgage Obligations

At December 31, 1993 and 1992, the carrying value of collateralized 
mortgage obligations ("CMOs") was $6.3 billion and $7.7 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.


<PAGE> 36

At December 31, 1993 and 1992, approximately 91% and 80%, respectively, 
of the company's CMO holdings consisted of sequential and planned 
amortization class ("PAC") bonds that are subject to less prepayment and 
extension risk than other CMO instruments.  Repayment of principal for 
both sequential and PAC bonds follows a defined schedule that considers 
a range of prepayment scenarios.  Most sequential and PAC bonds are 
collateralized by mortgage loans, on which the timely payment of 
principal and interest is backed by specified government agencies (e.g., 
GNMA, FNMA, FHLMC).  At December 31, 1993 and 1992, 3% and 7%, 
respectively, of the company's CMO holdings consisted of interest-only 
strips ("IOs") or principal-only strips ("POs").  IOs receive payments 
of interest and POs receive payments of principal on the underlying pool 
of mortgages.  The company has mitigated the risks associated with 
holding IOs and POs by holding positions in both types of instruments 
such that exposure from significant changes in interest rates is 
reduced.  Z-tranches, which amounted to approximately 5% and 9% of the 
company's CMO holdings at December 31, 1993 and 1992, respectively, 
receive principal payments from the underlying mortgage pool only after 
all other priority classes have been retired.

If due to declining interest rates, principal was to be repaid earlier 
than originally anticipated, the company could be affected by a decrease 
in investment income due to the reinvestment of these funds at a lower 
interest rate.  Such prepayments may result in a duration mismatch 
between assets and liabilities which could be corrected as cash from 
prepayments could be reinvested at an appropriate duration to adjust the 
mismatch.

Conversely, if due to increasing interest rates, principal was to be 
repaid slower than originally anticipated, the company could be affected 
by a decrease in cash flow which reduces the ability to reinvest 
expected principal repayments at higher interest rates.  Such slower 
payments may result in a duration mismatch between assets and 
liabilities which could be corrected as available cash flow could be 
reinvested at an appropriate duration to adjust the mismatch.

Mortgage Loan Investments

At December 31, 1993, the company's mortgage loan investments and 
related impairment reserves supported the following types of business:

<TABLE>
<CAPTION>
                                                  Impairment      Balance, Net of
(Millions)                           Balance      Reserves        Impairment Reserves
_____________________________________________________________________________________
<S>                                  <C>          <C>             <C>
Discontinued products                $ 6,066.3    $   647.2       $ 5,419.1
Experience rated products              5,001.2        268.5         4,732.7
Remaining products                     5,080.0        392.6         4,687.4
_____________________________________________________________________________________

Total                                $16,147.5    $ 1,308.3       $14,839.2
_____________________________________________________________________________________
</TABLE>


<PAGE> 37

At December 31, 1993 and 1992, the company's mortgage loan balances, net 
of specific impairment reserves, by property type and geographic region 
were as follows:

<TABLE>
<CAPTION>
December 31, 1993
                                                 Hotel/               Mixed
(Millions)         Office    Retail    Apartment Motel     Industrial Use       Other    Total
__________________________________________________________________________________________________
<S>                <C>       <C>       <C>       <C>       <C>        <C>       <C>      <C>

South Atlantic     $ 1,058.3 $   667.1 $   412.5 $   758.6 $   253.7  $  238.9  $   48.0 $ 3,437.1
Middle Atlantic      1,391.7     617.6     227.0     165.1      73.9     118.7      16.9   2,610.9
New England            975.2     511.9      82.9     130.6      46.5     215.5      37.4   2,000.0
South Central          430.1     394.3     236.2     103.0      80.7         -      34.8   1,279.1
North Central          855.1     444.6     193.7     244.9      45.7      92.9      61.3   1,938.2
Pacific and
  Mountain           1,341.9     668.5     367.2     203.3     502.3      78.0      86.4   3,247.6
Other                  101.7     183.8     175.6      20.0      80.4       3.5     161.3     726.3
__________________________________________________________________________________________________
   Total           $ 6,154.0 $ 3,487.8 $ 1,695.1 $ 1,625.5 $ 1,083.2 $   747.5  $  446.1 $15,239.2
__________________________________________________________________________________________________
Less general portfolio loss reserve                                                          400.0
__________________________________________________________________________________________________
   Adjusted total, net of reserves                                                       $14,839.2
__________________________________________________________________________________________________


December 31, 1992
                                                 Hotel/               Mixed
(Millions)         Office    Retail    Apartment Motel     Industrial Use       Other    Total
__________________________________________________________________________________________________
<S>                <C>       <C>       <C>       <C>       <C>        <C>       <C>      <C>

South Atlantic     $ 1,234.4 $   843.5 $   608.7 $   795.6 $   304.1  $  249.9  $   65.5 $ 4,101.7
Middle Atlantic      1,553.0     685.2     339.7     229.1      84.7     132.3      26.2   3,050.2
New England          1,237.7     532.8      84.5     132.8      60.7     216.2      47.4   2,312.1
South Central          494.1     604.2     343.1     146.9     106.0       -        79.3   1,773.6
North Central          953.4     731.0     233.3     288.9      56.1     131.0      73.0   2,466.7
Pacific and
  Mountain           1,515.0     880.1     527.2     247.4     589.9      79.2     112.9   3,951.7
Other                  122.3     204.4     194.2      41.2      93.4      36.3     104.1     795.9
__________________________________________________________________________________________________
   Total           $ 7,109.9 $ 4,481.2 $ 2,330.7 $ 1,881.9 $ 1,294.9 $   844.9  $  508.4 $18,451.9
__________________________________________________________________________________________________
Less general portfolio loss reserve                                                          400.0
__________________________________________________________________________________________________
   Adjusted total, net of reserves                                                       $18,051.9
__________________________________________________________________________________________________

</TABLE>


In 1990, the company ceased actively investing new money in mortgage 
loans.  When originating its commercial mortgage loan portfolio, the 
company used guidelines that generally included loan-to-value ratios of 
75% or less with stabilized debt service coverage ratios of at least 1.2 
times required debt service payments.  Property-type and geographic 
diversification were key considerations in the overall investment 
evaluation process for determining investment strategy for new loans.  
Additional collateral, such as letters of credit, master leases or 
guarantees, were required in certain cases to strengthen the economic 
terms of the investment.  Transactions were evaluated and approved with 
primary emphasis on the anticipated performance of the underlying 
property securing the mortgage loan.  Construction loans have never been 
a significant component of the company's mortgage loan portfolio.


<PAGE> 38

In response to competitive pressures beginning in the early 1980s in the 
large case pension market and in an effort to better match asset and 
liability maturities, the company increasingly invested in mortgage 
loans with shorter terms and balloon (or bullet) principal payments due 
upon maturity.  At December 31, 1993 and 1992, approximately 90% and 
88%, respectively, of the outstanding principal balance of the portfolio 
consisted of commercial loans with balloon maturity features.  (Please 
see "Liquidity and Capital Resources" on page 45 for discussion of 
mortgage loan maturities and extensions.)

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.

Overbuilding in many real estate markets, generally weak economic 
conditions, reduced rental rates and overall tight lending practices by 
banks have led to a severe deterioration in commercial real estate 
markets in recent years and have had substantial adverse effects on the 
company's mortgage loan portfolio.  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 December 31, the mortgage loan impairment 
reserves were as follows:

<TABLE>
<CAPTION>
(Millions)
                                            1993                             1992
                                ______________________________   ______________________________
                                Specific   General               Specific   General
                                Reserves   Reserve    Total      Reserves   Reserve    Total
                                ______________________________   ______________________________
<S>                             <C>        <C>        <C>        <C>        <C>        <C>
Allocable to the company *      $  639.8   $  400.0   $1,039.8   $  475.6   $  400.0   $  875.6
Allocable to contractholders       268.5         **      268.5      190.0         **      190.0
                                _______________________________________________________________
   Total                        $  908.3   $  400.0   $1,308.3   $  665.6   $  400.0   $1,065.6
                                _______________________________________________________________
                                _______________________________________________________________
<FN>
*  Includes total reserves of $647.2 million ($406.0 million of specific reserves and $241.2
    million of general reserve) allocated to discontinued products at December 31, 1993.
** The general reserve at December 31, 1993 and 1992 excluded reserves for losses of $217
   million and $159 million, respectively, that management believes are likely to arise from
   that portion of the overall portfolio supporting experience rated pension contracts.
</TABLE>


<PAGE> 39

For the years ended December 31, after-tax mortgage loan impairment 
expense was as follows:

<TABLE>
<CAPTION>
(Millions)
                                       1993        1992        1991
                                       ____        ____        ____
<S>                                    <C>         <C>         <C>
Allocable to discontinued products     $152.6      $142.6      $190.3
Allocable to contractholders*           114.7        76.0       108.2
Allocable to remaining products         145.4        98.9       117.9
<FN>
* 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 December 31 
were the following categories of mortgage loans:

<TABLE>
<CAPTION>
(Millions)
                                                         December 31, 1993
                                        ______________________________________________________
                                        Supporting Experience Rated    Supporting Discontinued
                                             Pension Contracts                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>


<TABLE>
<CAPTION>
(Millions)                                 December 31, 1992       
                                        Supporting Experience Rated
                                             Pension Contracts     
                             Total            Amount     % of Total
<S>                          <C>              <C>        <C>
Problem loans                $1,403.7         $  460.0   32.8%
Restructured loans            1,568.8            405.5   25.8
Potential problem and
  restructured loans          1,402.1            472.0   33.7      
Total                        $4,374.6
Impairment reserves          $1,065.6
Impairment reserves as
  a percentage of total          24.4%
</TABLE>

Problem mortgage loans are defined to be loans with payments over 60 
days past due, loans on properties in the process of foreclosure ($399 
million and $410 million at December 31, 1993 and 1992, respectively), 
loans on properties involved in bankruptcy proceedings and loans on 
properties subject to redemption.


<PAGE> 40

<TABLE>
<CAPTION>
Problem Mortgage Loans by Property Type   Geographic Distribution of Problem Mortgage Loans
12/31/93                                  12/31/93
_______________________________________   _________________________________________________
<S>                <C>                    <C>                   <C>
Office             54%                    South Atlantic        17%
Retail             17%                    Pacific & Mountain    26%
Hotel/Motel         7%                    Middle Atlantic       12%
Apartment           6%                    North Central         18%
Industrial          3%                    New England           21%
Mixed Use           9%                    South Central          1%
Other               4%                    Non-U.S.               5%
</TABLE>


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.  Loans 
with extended maturities classified as restructured loans were $779 
million and $431 million at December 31, 1993 and 1992, respectively, 
with the average extension period being five years.  Restructured 
mortgage loans at December 31, 1993 yielded cash returns of 
approximately 6%.


<TABLE>
<CAPTION>
Restructured Mortgage Loans               Geographic Distribution of 
by Property Type                          Restructured Mortgage Loans
12/31/93                                  12/31/93                  
___________________________               ___________________________
<S>                <C>                    <C>                   <C>
Office             63%                    South Atlantic        28%
Hotel/Motel        14%                    Pacific & Mountain     7%
Retail             10%                    North Central         17%
Apartment           6%                    South Central         12%
Mixed Use           3%                    New England           13%
Industrial          3%                    Middle Atlantic       23%
Agriculture         1%
</TABLE>


Currently performing loans which management believes are likely to 
become classified as problem or restructured loans in the next 12 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.


<PAGE> 41

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 December 
31 and the portion thereof actually recorded as income for the year 
ended December 31 were as follows:

<TABLE>
<CAPTION>
(Millions)
                                       1993       1992       1991
                                       ____       ____       ____
<S>                                    <C>        <C>        <C>
Income which would have been
 recorded under original terms
 of loans                              $ 299.1    $ 312.6    $ 256.2

Income recorded                          149.9      168.1      148.2
                                       _______    _______    _______
Lost investment income                 $ 149.2    $ 144.5    $ 108.0
                                       _______    _______    _______
                                       _______    _______    _______
Lost investment income allocated to
 investments supporting discontinued
 products (included above)             $  73.8    $  76.7    $  54.9
                                       _______    _______    _______
                                       _______    _______    _______
Lost investment income allocated to
 investments supporting experience
 rated pension contracts
 (included above)                      $  41.7    $  40.2    $  35.0
                                       _______    _______    _______
                                       _______    _______    _______
</TABLE>


Real Estate Investments

At December 31, 1993 and 1992, Aetna's equity real estate balances, net 
of write-downs and reserves, were as follows:

<TABLE>
<CAPTION>
(Millions)
                                                           December 31, 1993                   
                                          ______________________________________________________
                                          Supporting Experience Rated    Supporting Discontinued
                                               Pension Contracts                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>


<TABLE>
<CAPTION>
(Millions)                                       December 31, 1992      
                                          _______________________________
                                          Supporting Experience Rated
                                               Pension Contracts        
                                          _______________________________
                             Total              Amount     % of Total
                             _____              ______     __________
<S>                          <C>                <C>        <C>
Investment real estate       $  502.2           $   40.0    8.0%
Properties held for sale      1,094.1              400.0   36.6
                             ___________________________
Total equity real estate     $1,596.3           $  440.0   27.6
                             ___________________________
                             ___________________________
</TABLE>


<PAGE> 42

<TABLE>
<CAPTION>
Property Held for Sale                    Geographic Distribution of
by Property Type                          Property Held for Sale
12/31/93                                  12/31/93                  
________________________                  ___________________________
<S>                <C>                    <C>                   <C>
Office             50%                    South Central         23%
Retail             18%                    South Atlantic        28%
Hotel/Motel        13%                    North Central         17%
Apartment           8%                    Pacific & Mountain    16%
Industrial          8%                    New England            6%
Other               3%                    Non-U.S.               4%
                                          Middle Atlantic        6%
</TABLE>


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 evaluated 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 at December 31 
were as follows:

<TABLE>
<CAPTION>
(Millions)
                                       1993          1992
                                       ____          ____
<S>                                    <C>           <C>
Allocable to discontinued products     $  298.3      $      -
Allocable to contractholders              228.3         207.7
Allocable to remaining products           242.9         355.9
                                       ________      ________
   Total                               $  769.5      $  563.6
                                       ________      ________
                                       ________      ________
</TABLE>


For the years ended December 31, total after-tax net realized capital 
losses from real estate write-downs and changes in the valuation 
reserves were as follows:

<TABLE>
<CAPTION>
(Millions)
                                       1993        1992        1991
                                       ____        ____        ____
<S>                                    <C>         <C>         <C>
Allocable to discontinued products     $ 55.1      $ 22.8      $ 27.3
Allocable to contractholders*            51.5        15.4        15.4
Allocable to remaining products          64.5        15.9        17.6
<FN>
* Write-downs and impairment expense allocable to contractholders
  do not affect the company's results of operations.
</TABLE>


<PAGE> 43

Valuation reserves increased in 1993, primarily as a result of a change 
in management's strategy to more aggressively sell properties held for 
sale.


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 (please see "Liquidity 
and Capital Resources" on page 45).  The company has reduced the 
mortgage loan and equity real estate portfolios, after reserves and 
write-downs, by $6.0 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 December 31, 1993.  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.

Despite various indications that liquidity is returning to certain real 
estate markets and that certain market conditions are stabilizing, 
management believes it is possible that there may be further 
deterioration in the office sector and in certain geographic regions.  
Even in those markets that appear to be stable, real estate values 
continue to be severely depressed.  Management therefore believes that 
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.  However, the reserve for discontinuance of products 
established in 1993 reflects all expected future losses on discontinued 
products, including capital losses relating to the $6 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.
{eq \D\ba3()}

<PAGE> 44

Liquidity and Capital Resources

<TABLE>
<CAPTION>

(Millions)                     1993         1992         1991     
___________________________________________________________________
<S>                            <C>          <C>          <C>

Consolidated Assets            $100,036.7   $ 94,519.6   $ 91,987.6
___________________________________________________________________

Shareholders' Equity              7,043.1      7,238.3      7,384.5
___________________________________________________________________

Cash and Cash Equivalents
and Short-Term Investments        2,227.7      3,925.8      3,539.5
___________________________________________________________________

Long-Term Debt                    1,160.0        955.6      1,019.6
___________________________________________________________________

Average Short-Term Debt             215.6        273.1        399.1
___________________________________________________________________

Interest Expense                     77.4         87.1        106.7
___________________________________________________________________
</TABLE>

Liquidity needs of the company's businesses have generally been met by 
cash provided by premiums, deposits, asset maturities and income 
received on investments.  Cash provided from these sources is used 
primarily for claim and benefit payments, fund withdrawals and operating 
expenses.

Please refer to "Financial Services" on pages 16 and 17 for a discussion 
of the liquidity requirements specific to the large case pension 
business.  The following discussion addresses the investments available 
to meet the liquidity needs of all of the company's businesses.

Bonds, redeemable preferred stocks and mortgage loans have durations 
that were selected to approximate the durations of the liabilities they 
support.  The duration of these investments is monitored, and investment 
purchases and sales are executed with the objective of having adequate 
funds available to satisfy the company's maturing liabilities.

In attempting to match asset and liability durations, a number of 
assumptions must be made with regard to cash flows from insurance 
operations, and from investing and financing activities.  In the event 
that actual experience varies from earlier assumptions, maturing 
liabilities and maturing investment assets may no longer be matched to 
the degree originally anticipated, placing unanticipated demands on cash 
flow and liquidity.  The investment portfolios are closely monitored to 
assess asset and liability matching in order to rebalance the portfolios 
as conditions warrant.

The company's invested assets at December 31, 1993 totaled $61.5 billion 
and consisted primarily of debt securities ($41.5 billion), mortgage 
loan and real estate investments ($16.2 billion), short-term investments 
($.7 billion) and equity securities ($1.7 billion).  (Please see 
"Investments" on page 32.)  The company also held substantial cash and 
cash equivalents at December 31, 1993. (Please see "Other Factors 
Affecting Cash Flow" on page 48.)


<PAGE> 45

Given the high quality of the bond portfolio, management expects the 
vast majority of the company's bond investments to be repaid.  At 
December 31, 1993, the scheduled principal repayments of bond 
investments company-wide (excluding fixed maturity trading securities of 
$118 million and mortgage-backed securities of $10.3 billion) are $1.3 
billion in 1994, $11.0 billion in the years 1995 through 1998, and $18.8 
billion in the aggregate in the years after 1998.  Mortgage-backed 
securities included in the bond portfolio are primarily mortgage 
obligations on which the timely payment of principal and interest is 
backed by specified  government agencies.  (Please see "Bond 
Investments" on page 35.)  Such mortgage-backed securities, treasuries 
and public bonds in the portfolio are highly marketable and thus can be 
used to enhance cash flow before maturity.

A large portion of the mortgage loan portfolio consists of loans with 
balloon maturity features.  (Please see "Mortgage Loan Investments" on 
page 38.)  As a result of adverse conditions in real estate markets and 
tight lending practices by banks and other financial institutions, 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 $2.4 billion of 
commercial mortgage loans scheduled to mature during 1993, $1.8 billion 
was not paid as scheduled, a substantial portion of which supported 
large case pension liabilities.  Of the loans not paid as scheduled,  
approximately $793 million were extended at interest rates at least 
equal to current market (average rate of 8% over an average extension 
period of six years), $343 million are under forbearance (continuing to 
make payments under original loan terms), $38 million were foreclosed 
upon, and $615 million were under discussion with borrowers at December 
31, 1993.  Of the $615 million of loans under discussion with borrowers, 
approximately $560 million were classified as problem or restructured 
loans at December 31, 1993.  The decision to extend a loan involves an 
evaluation of many factors including, among others, property cash flow 
and collateral value, as well as an evaluation of alternative courses of 
action such as foreclosure.

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.  However, the aggregate of normal principal amortization payments 
on traditional loans, payments at maturity on loans that did pay off on 
schedule and prepayments (in whole or in part) on other loans, produced 
substantial cash flow in 1993.  Prepayments on mortgage loans were $1.4 
billion in 1993.

At December 31, 1993, scheduled mortgage loan principal repayments were 
as follows:

<TABLE>
<CAPTION>
(Millions)
<S>               <C>           <C>
                  1994          $2,454.2
                  1995           1,963.9
                  1996           2,127.8
                  1997           1,748.6
                  1998           1,098.5
            Thereafter           6,754.5
</TABLE>


<PAGE> 46

Consolidated Cash Flows

<TABLE>
<CAPTION>

(Millions)                           1993         1992          1991     
__________________________________________________________________________
<S>                                  <C>          <C>           <C>

Net cash used for
   operating activities              $ (1,187.2)  $   (578.1)   $   (404.3)
__________________________________________________________________________

Net cash provided by
   investing activities              $    796.7   $  2,203.0    $  2,639.7
__________________________________________________________________________

Net cash used for
   financing activities              $   (455.2)  $ (2,110.5)   $ (1,108.4)
__________________________________________________________________________

Cash and cash equivalents            $  1,557.8   $  2,415.0    $  2,919.5
__________________________________________________________________________
</TABLE>


The company's cash flow requirements for 1993 were met by funds provided 
from operations, from the maturity and sale of investments and from 
financing activities.  As detailed in the Consolidated Statements of 
Cash Flows, during 1993 net cash of $1,187 million was used for 
operating activities, and included $2,089 million used for net purchases 
of fixed maturity trading securities.  Net cash of $578 million used for 
operating activities during 1992 included $1,223 million used for net 
purchases of fixed maturity trading securities.

Net cash provided by investing activities was $797 million in 1993 and 
included a $674 million decrease in short-term investments.  Net cash 
provided by investing activities of $2,203 million in 1992 included 
proceeds of $1,326 million from the sale of Am Re and an increase of 
$693 million in short-term investments.

Net cash used for financing activities includes cash generated by sales 
of investment contracts which was lower, in 1993, 1992 and 1991, than 
cash paid for maturing investment contracts and other withdrawals.  
Since 1987, the company has paid annual dividends to shareholders of 
$2.76 per share, or approximately $300 million annually.


Parent Company Cash Flow

Cash flow needs at the parent company level include primarily 
shareholder dividends and debt service.  The parent company also may 
fund growth of the company's businesses through the use of cash and/or 
other assets.  Such parent company needs historically have been met, in 
large part, through a combination of borrowings and dividends from 
operating subsidiaries.  As a matter of course, the company monitors 
existing and alternative financing sources to support Aetna Life and 
Casualty Company's capital and liquidity needs including, but not 
limited to, debt issuance, preferred stock issuance, intercompany 
borrowings and pledging of assets.  Efforts to simultaneously grow 
certain of the company's businesses to their full potential may require 
significant future capital.


<PAGE> 47

Other Factors Affecting Cash Flow

Cash flow also may be influenced by general economic conditions, 
including general interest rate levels, investment returns, competition 
for business, and the perceived financial strength of the insurer.  In 
recent years, financial strength has taken on added significance because 
of questions about insurers' asset quality and the well-publicized 
insolvencies of certain insurers.  Adverse changes in, among other 
factors, claims paying ratings, general economic conditions, or overall 
customer confidence have the effect of decreasing new sales and deposits 
and increasing withdrawals and surrenders.  Additionally, adverse 
changes in debt and commercial paper ratings may adversely affect the 
availability and cost of certain external funding sources.

During 1993, the senior debt rating of Aetna Life and Casualty Company 
and the claims paying ratings of certain of its subsidiaries were 
lowered by certain of the rating agencies.  Aetna's ratings at February 
9, 1993, as detailed in the 1992 Annual Report, and at February 8, 1994, 
follow:


<TABLE>
<CAPTION>
                                                    Rating Agencies                     
                             ____________________________________________________________
                                                             Moody's Investors   Standard
                             A.M. Best      Duff & Phelps        Service         & Poor's
                             ____________________________________________________________
<S>                               <C>       <C>                  <C>             <C>
Aetna Life and Casualty Company
  (senior debt)
    February 9, 1993               *        AA                   A1              AA
    February 8, 1994               *        AA-                  A1              AA-

Aetna Life and Casualty Company
  (commercial paper)
    February 9, 1993               *         *                   P-1             A-1+
    February 8, 1994               *        Duff 1+              P-1             A-1+

Aetna Life Insurance Company
  (claims paying)
    February 9, 1993              A+        AA+                  Aa3             AA-
    February 8, 1994              A         AA                   Aa3             A+

The Aetna Casualty and Surety Company
  (claims paying)
    February 9, 1993              A         AA+                  Aa2             AA
    February 8, 1994              A         AA                   Aa2             AA-

Aetna Life Insurance and Annuity Company
  (claims paying)
    February 9, 1993              A++       AAA                  Aa2             AAA
    February 8, 1994              A++       AAA                  Aa2             AAA

<FN>

* Not rated by the agency.
</TABLE>


<PAGE> 48

Should significant cash flow reductions occur in any of the company's 
businesses, for any combination of the reasons discussed above, the 
company has several alternatives for meeting its cash requirements.  
These include, among other things, selling or pledging public and 
private bond investments, borrowing among affiliates and using external 
short-term borrowing capacity.

The company has significant short-term liquidity supporting its 
businesses.  At year-end 1993, cash and cash equivalents were $1.5 
billion and short-term securities were $.7 billion.  The company also 
has substantial external borrowing capacity, including committed bank 
credit lines providing $820 million of short-term debt capacity.  The 
company's bank credit facility terminates in July of 1994.  The company 
expects to extend or replace the bank credit facility on or prior to 
such time.  (Please see Note 9 of Notes to Financial Statements.)


Debt and Short-Term Borrowing

Long-term debt at December 31, 1993 was $1.2 billion, of which $46 
million was attributable to the company's international subsidiaries.  
During 1993, the company redeemed $200 million principal amount of its 8 
1/8% Debentures whose scheduled maturity was 2007.  The company 
recognized an after-tax extraordinary loss of $5 million on the early 
redemption.  Additionally, $137 million of the company's 7 3/4% 
Eurodollar Notes due 2016 were redeemed at par at the option of the 
holders thereof during 1993.

During 1993, the company issued $200 million of 6 3/8% Notes due in 
2003, $200 million of 6 3/4% Debentures due in 2013 and $200 million of 
7 1/4% Debentures due in 2023.  The proceeds were primarily used to 
repay commercial paper borrowings, a significant portion of which was 
incurred in connection with the retirement of debt discussed above.  The 
remaining proceeds were used for general corporate purposes.

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

In 1992, $67 million of 9 1/4% Eurosterling Notes were repaid at their 
stated maturity.

Short-term borrowing through the commercial paper and other markets is 
used to fund interim cash requirements.  Funding interim cash 
requirements with short-term borrowing allows funds that support the 
insurance lines to remain invested at higher rates, thus benefiting the 
company's earnings.


Treasury Stock Transactions

In 1993 and 1992, the company did not acquire any shares of its common 
stock.  In 1991, the company acquired 76,800 shares of its common stock 
at an average price of $38.04.


<PAGE> 49

Sales of Subsidiaries

On June 30, 1993, the company completed the sale of its U.K. life and 
investment management operations.  The company realized an after-tax 
loss of $12 million on the sale, as well as $37 million of tax benefits 
from cumulative operating losses of the subsidiary not previously 
available for tax benefits.

On September 30, 1992, the company completed the sale of American Re-
Insurance Company ("Am Re"), formerly a wholly owned subsidiary.  The 
company realized a gain on the sale of Am Re in the third quarter of 
1992 of $38 million (after adjusting for the net cumulative effect 
adjustments related to accounting changes of $49 million, and the 1992 
decrease to earnings related to such accounting changes of $9 million).  
No taxes were incurred on this transaction.  As part of the sale, 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.

As of May 16, 1991, the company completed the sale of its 43% interest 
in La Estrella to Banco Hispano Americano.  Proceeds from the sale 
approximated $100 million, primarily in the form of cash.  The company 
realized a net capital gain of $33 million (after-tax) on the sale.


Dividend Restrictions

Because Aetna Life and Casualty Company is a Connecticut insurance 
company, the amount of dividends that may be paid to shareholders in 
1994 without prior approval by the Insurance Commissioner of the State 
of Connecticut is $434 million.  Dividend payments by the consolidated 
domestic insurance subsidiaries to Aetna Life and Casualty Company are 
subject to similar restrictions in Connecticut and other states, and are 
limited in 1994 to approximately $630 million in the aggregate.


Regulatory Environment

Solvency Regulation

In recent years, state insurance regulators have been considering 
changes in statutory accounting practices and other initiatives to 
strengthen solvency regulation.  In 1992, the National Association of 
Insurance Commissioners ("NAIC") adopted risk-based capital ("RBC") 
standards for life insurers.  The RBC formula, effective December 31, 
1993, is a regulatory tool designed to identify weakly capitalized 
companies.  The formula determines a required amount of capital based on 
the risks (e.g., asset, pricing, interest rate) that the insurer 
assumes.  Various regulatory actions are then prescribed if a company's 
ratio falls below the minimum required RBC ratio.  These actions range 
from requiring the insurer to submit a comprehensive plan to the 
insurance commissioner to placing the insurer under regulatory control.  
The RBC ratio for each of the company's primary life insurance 
subsidiaries as measured at December 31, 1993 was significantly above 
the levels which would require regulatory action.


<PAGE> 50

In December 1993, the NAIC adopted RBC standards for property-casualty 
insurers, effective December 31, 1994.  Based upon preliminary internal 
calculations, management expects that the RBC ratio for each of the 
company's primary property-casualty insurance subsidiaries will be well 
above the levels that would require regulatory action.

The NAIC also is considering several other solvency related regulations 
including the development of a model investment law which would limit 
types of investments by insurance companies.  In addition, in recent 
years there has been growing interest among certain members of Congress 
concerning possible federal roles in the regulation of the insurance 
industry.  Because these other initiatives are in a preliminary stage, 
management cannot assess the potential impact of their adoption on the 
company.

Federal Employee Benefit Regulation

The company provides a variety of products and services to employee 
benefit plans that are covered by the Employee Retirement Income 
Security Act of 1974 ("ERISA").

In December 1993 the United States Supreme Court decided a case 
involving an employee benefit plan and an insurance company.  The Court 
ruled that assets in the insurance company's general account that were 
attributable to the non-guaranteed portion of a group pension contract 
issued by the insurance company to the plan were "plan assets" for 
purposes of ERISA and that the insurance company was therefore an ERISA 
fiduciary with respect to those assets.  In reaching its decision, the 
Court declined to follow a 1975 Department of Labor ("DOL") interpretive 
bulletin that had stated that insurance company general account assets 
were not plan assets and therefore had suggested that insurance 
companies were not ERISA fiduciaries as to those assets.

The company and other insurers are seeking clarification from the DOL of 
the effects, if any, of the decision on their businesses.  Management is 
not currently able to predict how the decision will ultimately affect 
its businesses.


New Accounting Pronouncements

Accounting by Creditors for Impairment of a Loan

In May 1993, the Financial Accounting Standards Board 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> 51

Item 8.  Financial Statements and Supplementary Data.

Management's Responsibility for Financial Statements

Management is responsible for the financial statements of Aetna Life and 
Casualty Company, which have been prepared in accordance with generally 
accepted accounting principles.  The financial statements are the 
product of a number of processes that include the gathering of financial 
data developed from the records of the company's day-to-day business 
transactions.  Informed judgments and estimates are used for those 
transactions not yet complete or for which the ultimate effects cannot 
be measured precisely.  The company emphasizes the selection and 
training of personnel who are qualified to perform these functions.  In 
addition, company personnel are subject to rigorous standards of ethical 
conduct that are widely communicated throughout the organization.

The company's internal controls are designed to reasonably assure that 
company assets are safeguarded from unauthorized use or disposition and 
that company transactions are authorized, executed and recorded 
properly.  Company personnel maintain and monitor these internal 
controls on an ongoing basis.  In addition, the company's internal 
auditors review and report upon the functioning of these controls with 
the right of full access to all company personnel.

The company engages KPMG Peat Marwick as independent auditors to audit 
its financial statements and express their opinion thereon.  Their 
audits include reviews and tests of the company's internal controls to 
the extent they believe necessary to determine and conduct the audit 
procedures that support their opinion.  Members of that firm also have 
the right of full access to each member of management in conducting 
their audits.  The report of KPMG Peat Marwick appears on page 93.

Aetna's Board of Directors has an Audit Committee composed solely of 
independent directors.  The committee meets periodically with 
management, the internal auditors and KPMG Peat Marwick to review the 
work of each and to inquire of each as to their assessment of the 
performance of the others in their work relating to the company's 
financial statements.  Both the independent and internal auditors have, 
at all times, the right of full access to the Audit Committee, without 
management present, to discuss any matter they believe should be brought 
to the attention of the Committee.


<PAGE> 52

Consolidated Statements of Income

For the years ended December 31,

<TABLE>

<CAPTION>

(Millions)                                  1993             1992             1991      
________________________________________________________________________________________
<S>                                         <C>              <C>              <C>

Revenue:

Premiums                                    $ 10,574.9       $ 10,793.9      $  11,444.6
Net investment income                          4,919.0          5,069.0          5,514.5
Fees and other income                          1,534.0          1,519.4          1,365.5
Net realized capital gains (losses)               89.8            114.9           (282.1)
                                             ___________________________________________

Total revenue                                 17,117.7         17,497.2         18,042.5
________________________________________________________________________________________

Benefits and Expenses:

Current and future benefits                   12,391.9         12,848.9         13,429.8
Operating expenses                             3,558.8          3,824.5          3,341.1
Amortization of deferred policy
 acquisition costs                               736.4            800.2          1,028.1
Loss on discontinuance of products             1,270.0                -                -
Severance and facilities charge                  308.0            145.0                -
                                             ___________________________________________

Total benefits and expenses                   18,265.1         17,618.6         17,799.0
________________________________________________________________________________________

Income (Loss) from continuing operations
 before income taxes, extraordinary item
 and cumulative effect adjustments            (1,147.4)          (121.4)           243.5

Income tax benefits                             (532.1)          (116.1)          (122.9)
                                             ___________________________________________

Income (Loss) from continuing operations
 before extraordinary item and
 cumulative effect adjustments                  (615.3)            (5.3)           366.4
Discontinued operations, net of tax:
  Income from operations                             -             86.8            138.8
  Gain on sale                                    27.0             38.1                -
  Cumulative effect adjustments                      -             48.9                -
                                             ___________________________________________

Income (Loss) before extraordinary item
 and cumulative effect adjustments              (588.3)           168.5            505.2
Extraordinary loss on debenture redemption,
 net of tax                                       (4.7)               -                -
Cumulative effect adjustments, net of tax        227.1           (112.5)               -
                                             ___________________________________________

Net income (loss)                            $  (365.9)      $     56.0      $     505.2
                                             ___________________________________________
                                             ___________________________________________

Pro forma amounts assuming the discounting
 of workers' compensation life table 
 indemnity reserves is applied retroactively:
  Income (Loss) from continuing operations   $  (615.3)      $     (3.4)     $     371.9
                                             ___________________________________________
                                             ___________________________________________
  Net income (loss)                          $  (615.9)      $     57.9      $     510.7
                                             ___________________________________________
                                             ___________________________________________

Pro forma amounts assuming the accounting for
 retrospectively rated reinsurance contracts 
 is applied retroactively:
  Income (Loss) from continuing operations   $  (615.3)      $    (26.7)     $     388.2
                                             ___________________________________________
                                             ___________________________________________
  Net income (loss)                          $  (392.2)      $     34.6      $     527.0
________________________________________________________________________________________
                                             ___________________________________________

<FN>

See Notes to Financial Statements.

</TABLE>


<PAGE> 53

Consolidated Statements of Income (continued)

For the years ended December 31,

<TABLE>

<CAPTION>

                                                 1993             1992            1991      
_____________________________________________________________________________________________
<S>                                              <C>              <C>             <C>

Results Per Common Share:

Income (Loss) from continuing operations
 before extraordinary item and
 cumulative effect adjustments                   $     (5.54)     $      (.05)     $     3.33
Discontinued operations, net of tax:
  Income from operations                                   -              .79            1.26
  Gain on sale                                           .24              .35               -
  Cumulative effect adjustments                            -              .44               -
                                                 ____________________________________________

Income (Loss) before extraordinary item
 and cumulative effect adjustments                     (5.30)            1.53            4.59
Extraordinary loss on debenture redemption,
 net of tax                                             (.04)               -               -
Cumulative effect adjustments, net of tax               2.05            (1.02)              -
                                                 ____________________________________________

Net income (loss)                                $     (3.29)     $       .51     $      4.59
                                                 ____________________________________________
                                                 ____________________________________________

Pro forma amounts assuming the discounting
 of workers' compensation life table 
 indemnity reserves is applied retroactively:
  Income (Loss) from continuing operations       $     (5.54)     $      (.03)    $      3.38
                                                 ____________________________________________
                                                 ____________________________________________
  Net income (loss)                              $     (5.55)     $       .53     $      4.64
                                                 ____________________________________________
                                                 ____________________________________________

Pro forma amounts assuming the accounting
 for retrospectively rated reinsurance
 contracts is applied retroactively:
  Income (Loss) from continuing operations       $     (5.54)     $      (.25)    $      3.53
                                                 ____________________________________________
                                                 ____________________________________________
  Net income (loss)                              $     (3.53)     $       .31     $      4.79
_____________________________________________________________________________________________
                                                 ____________________________________________

Weighted average common shares outstanding       111,062,954      110,101,861     110,056,005
_____________________________________________________________________________________________

<FN>

See Notes to Financial Statements.

</TABLE>


<PAGE> 54

Consolidated Balance Sheets
As of December 31,
<TABLE>
<CAPTION>
(Millions, except share data)                         1993             1992      
__________________________________________________________________________________
<S>                                                   <C>              <C>
Assets:
 Investments:
 Debt securities:
    Held for investment, at amortized cost
      (fair value $2,704.2 and $3,127.1)              $   2,557.8      $   2,982.4
    Available for sale, at fair value in 1993
      (amortized cost $36,933.6) and at lower of
      amortized cost or fair value in 1992
      (fair value $25,862.4)                             38,868.9         24,332.5
    Trading securities, at fair value (amortized
      cost $119.0 and $7,386.2)                             117.8          7,521.1
 Equity securities, at fair value (cost $1,238.1
  and $1,168.9)                                           1,658.9          1,495.5
 Short-term investments                                     669.9          1,510.8
 Mortgage loans                                          14,839.2         18,051.9
 Real estate                                              1,315.8          1,596.3
 Policy loans                                               490.7            463.5
 Other                                                      936.8            842.5
                                                      ____________________________
Total investments                                        61,455.8         58,796.5
__________________________________________________________________________________

 Cash and cash equivalents                                1,557.8          2,415.0
 Reinsurance recoverables and receivables                 4,840.7          4,619.3
 Accrued investment income                                  782.6            767.4
 Premiums due and other receivables                       1,664.9          1,744.8
 Federal and foreign income taxes:
  Current                                                   124.0             68.7
  Deferred                                                1,282.9            973.1
 Deferred policy acquisition costs                        1,867.0          1,706.0
 Other assets                                             1,756.3          1,707.1
 Separate Accounts assets                                24,704.7         21,721.7
                                                      ____________________________
Total assets                                          $ 100,036.7      $  94,519.6
__________________________________________________________________________________
__________________________________________________________________________________

Liabilities:
 Future policy benefits                               $  17,597.6      $  15,990.4
 Unpaid claims and claim expenses                        17,112.2         17,122.2
 Unearned premiums                                        1,502.2          1,488.2
 Policyholders' funds left with the company              27,592.2         27,270.2
                                                      ____________________________
Total insurance reserve liabilities                      63,804.2         61,871.0

 Dividends payable to shareholders                           77.4             76.1
 Short-term debt                                             35.7             24.6
 Long-term debt                                           1,160.0            955.6
 Other liabilities                                        3,162.1          2,580.7
 Minority and participating policyholders'
  interests                                                 172.5            176.1
 Separate Accounts liabilities                           24,581.7         21,597.2
                                                      ____________________________
Total liabilities                                        92,993.6         87,281.3
__________________________________________________________________________________

Commitments and Contingent Liabilities (Note 16)

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
  112,200,567 and 110,270,482  outstanding)               1,422.0          1,417.7
 Net unrealized capital gains                               648.2            259.6
 Retained earnings                                        5,103.3          5,777.9
 Treasury stock, at cost (2,738,708 and 4,668,793
  shares)                                                  (130.4)          (216.9)
                                                      ____________________________
Total shareholders' equity                                7,043.1          7,238.3
__________________________________________________________________________________

Total liabilities and shareholders' equity            $ 100,036.7       $ 94,519.6
__________________________________________________________________________________
__________________________________________________________________________________

Shareholders' equity per common share                 $     62.77       $    65.64
__________________________________________________________________________________
__________________________________________________________________________________
<FN>
See Notes to Financial Statements.
</TABLE>

<PAGE> 55

Consolidated Statements of Shareholders' Equity

<TABLE>

<CAPTION>

                                                                   Net
                                                                   Unrealized
Three Years Ended December 31, 1993                   Common       Capital      Retained     Treasury
(Millions, except share data)            Total        Stock        Gains        Earnings     Stock  
_____________________________________________________________________________________________________

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

Balances at December 31, 1990            $ 7,072.4    $ 1,420.6    $    49.7    $ 5,824.5    $ (222.4)
_____________________________________________________________________________________________________

Net income                                   505.2                                  505.2
Net change in unrealized capital
 gains and losses                            116.2                     116.2
Common stock acquired during year
 (76,800 shares)                              (6.3)                                              (6.3)
Common stock issued for benefit plans
 (28,796 shares)                               1.2                                                1.2
Loss on issuance of treasury stock             (.5)         (.5)             
Common stock dividends declared             (303.7)                                (303.7)          
                                         ____________________________________________________________

Balances at December 31, 1991              7,384.5      1,420.1        165.9      6,026.0      (227.5)
_____________________________________________________________________________________________________

Net income                                    56.0                                   56.0
Net change in unrealized capital
 gains and losses                             93.7                      93.7
Common stock issued for benefit plans
 (205,848 shares)                             10.6                                               10.6
Loss on issuance of treasury stock            (2.4)        (2.4)
Common stock dividends declared             (304.1)                                (304.1)            
                                         ____________________________________________________________

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

Net loss                                    (365.9)                                (365.9)            
Net change in unrealized capital                                                                      
 gains and losses                            388.6                     388.6                           
Common stock issued for benefit plans                                                                  
 (1,930,085 shares)                           86.5                                               86.5 
Gain on issuance of treasury stock             4.3          4.3                                       
Common stock dividends declared             (308.7)                                (308.7)             
                                         ____________________________________________________________

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

<FN>

See Notes to Financial Statements.

</TABLE>


<PAGE> 56

Consolidated Statements of Cash Flows

For the years ended December 31,

<TABLE>
<CAPTION>
(Millions)                                            1993             1992            1991     
_________________________________________________________________________________________________
<S>                                                   <C>              <C>             <C>
Cash Flows from Operating Activities:
 Net income (loss)                                    $   (365.9)      $     56.0      $    505.2
 Adjustments to reconcile net income (loss) to
  net cash used for operating activities:
   Cumulative effect adjustments                          (227.1)           112.5               -
   Extraordinary loss on debenture redemption                4.7                -               -
   Discontinued operations                                     -           (135.7)          (72.7)
   (Increase) decrease in accrued investment income        (17.9)            51.4            60.7
   Decrease (increase) in premiums due
    and other receivables                                    1.3            765.4          (158.5)
   Increase in reinsurance recoverables
    and receivables                                       (225.8)        (4,619.3)              -
   Increase in deferred policy acquisition costs          (169.2)           (71.4)          (40.5)
   Depreciation and amortization                           199.4            205.6           150.5
   Decrease in federal and foreign income taxes           (387.7)          (128.0)         (310.4)
   Net increase (decrease) in other assets
    and other liabilities                                  860.7           (256.7)          (63.1)
   Increase in other insurance reserve liabilities       1,634.1          4,871.5           121.2
   Net purchases of debt trading securities             (2,089.1)        (1,222.6)         (681.0)
   Gain on sale of subsidiaries                            (15.0)           (38.1)          (54.1)
   Net realized capital (gains) losses                    (101.8)          (114.9)          282.1
   Amortization of net investment discounts               (153.1)          (150.1)         (136.1)
   Other, net                                             (134.8)            96.3            (7.6)
                                                      ___________________________________________
    Net cash used for operating activities              (1,187.2)          (578.1)         (404.3)
                                                      ___________________________________________

Cash Flows from Investing Activities:
 Proceeds from sales of:
  Debt securities                                        6,300.9          3,862.1         4,751.9
  Equity securities                                        929.9            836.7           688.2
  Mortgage loans                                           211.9             82.6           419.7
  Real estate                                              479.4            244.5           298.6
 Investment repayments of:
  Debt securities                                        5,804.6          6,089.9         4,219.9
  Mortgage loans                                         2,488.7          1,893.6         1,345.8
 Cost of investments in:
  Debt securities                                      (13,936.0)        (9,637.3)       (8,872.4)
  Equity securities                                     (1,025.4)          (879.8)         (751.9)
  Mortgage loans                                          (239.1)          (417.3)         (323.5)
  Real estate                                              (91.4)          (103.5)         (145.6)
 Proceeds from disposal of subsidiaries                     93.1          1,325.5           100.0
 Decrease(increase) in short-term investments              674.4           (693.0)        1,141.7
 Increase in property and equipment                       (148.4)          (198.9)         (231.0)
 Decrease (increase) in Separate Accounts                    1.4              1.2          (125.7)
 Other, net                                               (747.3)          (203.3)          124.0
                                                      ___________________________________________
  Net cash provided by investing activities                796.7          2,203.0         2,639.7
                                                      ___________________________________________

Cash Flows from Financing Activities:
 Deposits and interest credited for
  investment contracts                                   3,909.5          4,134.6         5,953.6
 Withdrawals of investment contracts                    (4,358.3)        (5,903.9)       (6,765.2)
 Issuance of long-term debt                                689.6              8.2            13.7
 Repayment of long-term debt                              (489.8)           (73.2)           (5.2)
 Stock issued under benefit plans                           90.8              8.2              .7
 Net increase in short-term debt                            11.7             19.7             4.0
 Dividends paid to shareholders                           (308.7)          (304.1)         (303.7)
 Purchases of treasury stock                                   -                -            (6.3)
                                                      ___________________________________________
  Net cash used for financing activities                  (455.2)        (2,110.5)       (1,108.4)
_________________________________________________________________________________________________
Effect of exchange rate changes on cash
 and cash equivalents                                      (11.5)           (18.9)            1.7
_________________________________________________________________________________________________
Net (decrease) increase in cash
 and cash equivalents                                     (857.2)          (504.5)        1,128.7
Cash and cash equivalents, beginning of year             2,415.0          2,919.5         1,790.8
                                                      ___________________________________________
Cash and cash equivalents, end of year                $  1,557.8       $  2,415.0      $  2,919.5
_________________________________________________________________________________________________
_________________________________________________________________________________________________
<FN>
See Notes to Financial Statements.
</TABLE>

<PAGE> 57

Notes to Financial Statements

1.  Summary of Significant Accounting Policies

Principles of Consolidation

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.  Certain reclassifications 
have been made to 1992 and 1991 financial information to conform to 1993 
presentation.

Accounting Changes

Accounting for Certain Investments in Debt and Equity Securities

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 and equity securities into two categories (Please refer 
to Note 5).  Initial adoption of this standard resulted in (i) a 
cumulative effect charge of $.7 million ($.01 per common share), net of 
taxes of $.4 million, which is reflected in the 1993 Consolidated 
Statement of Income, and (ii) a net increase of $313.5 million, net of 
taxes of $168.8 million, to net unrealized capital gains in 
shareholders' equity.  These amounts exclude gains and losses allocable 
to discontinued products and experienced rated contractholders.  
Adoption of FAS No. 115 did not have a material affect on deferred 
policy acquisition costs.

Accounting and Reporting for Reinsurance of Short-Duration
and Long-Duration Contracts

During 1993, the company adopted FAS No. 113, Accounting and Reporting 
for Reinsurance of Short-Duration and Long-Duration Contracts, 
retroactive to December 31, 1992.  Reinsurance recoverables (previously  
reported as a reduction in insurance reserve liabilities) and 
reinsurance receivables (previously reported as an asset in premiums due 
and other receivables) are included in reinsurance recoverables and 
receivables, and prepaid reinsurance premiums (previously reported as a 
reduction in unearned premiums) are included in other assets.  Adoption 
of the income recognition provisions of FAS No. 113 had no impact on the 
1993 net loss.

Accounting for Postemployment Benefits

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 
1993 Consolidated Statement of Income.  Adoption of FAS No. 112 had no 
impact on the 1993 loss from continuing operations before extraordinary 
item and cumulative effect adjustments.


<PAGE> 58

Notes to Financial Statements (continued)

1.  Summary of Significant Accounting Policies (continued)

Discounting of Workers' Compensation Life Table Indemnity Reserves

The company has 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 ($2.25 per 
common share), net of taxes of $134.7 million, in the 1993 Consolidated 
Statement of Income.  The current year effect of the change for the year 
ended December 31, 1993 was an increase to results from continuing 
operations before extraordinary item and cumulative effect adjustments 
of $78.0 million ($.70 per common share), net of taxes of $42.0 million.

Accounting for Retrospectively Rated Reinsurance Contracts

During 1993, the Emerging Issues Task Force of the Financial Accounting 
Standards Board 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 1993 Consolidated 
Statement of Income.  The effect of the change for 1993 was an increase 
to results from continuing operations before extraordinary item and 
cumulative effect adjustments of $3.3 million ($.03 per common share), 
net of taxes of $1.8 million.  Pro forma amounts presented on the 
Consolidated Statements of Income exclude adjustments to results from 
discontinued operations for the effects of this change because the 
company sold and no longer controls the discontinued business.


<PAGE> 59

Notes to Financial Statements (continued)

1.  Summary of Significant Accounting Policies (continued)

Accounting for Income Taxes

FAS No. 109, Accounting for Income Taxes, requires a change from the 
deferred method of accounting for income taxes to the asset and 
liability method of accounting for income taxes.  Under FAS No. 109, 
deferred tax assets and liabilities are established at the balance sheet 
date in amounts that are expected to be recoverable or payable when the 
differences in the tax basis and financial reporting basis of assets and 
liabilities ("temporary differences") reverse.

The company adopted FAS No. 109 in 1992, retroactive to January 1, 1992.  
A cumulative effect benefit for continuing operations of $272.5 million 
($2.48 per common share) related to adoption of this standard is 
reflected in the 1992 Consolidated Statement of Income.

Postretirement Benefits Other Than Pensions

FAS No. 106, Employers' Accounting for Postretirement Benefits Other 
Than Pensions, requires that employers accrue the cost and recognize the 
liability for providing non-pension benefits to retired employees.  The 
company implemented FAS No. 106 in 1992, retroactive to January 1, 1992 
on the immediate recognition basis.  A cumulative effect charge to 
continuing operations of $385.0 million ($3.50 per common share), net of 
taxes of $198.3 million, related to adoption of this standard is 
reflected in the 1992 Consolidated Statement of Income.

Accounting for Foreclosed Assets

In 1992, the company adopted the American Institute of Certified Public 
Accountants' Statement of Position 92-3 ("SOP"), Accounting for 
Foreclosed Assets, effective as of January 1, 1992.  This statement 
requires the fair value of assets acquired through foreclosure to be 
established as the cost basis at the time of foreclosure.  Subsequent to 
foreclosure, properties held for sale are to be carried at the lower of 
cost or fair value less selling costs. Adjustments to the carrying 
value, as a result of changes in fair value subsequent to foreclosure, 
are to be recorded in a valuation reserve.  The company had previously 
recorded the changes to the lower of cost or fair value less selling 
costs as write-downs.  Adoption of the SOP had no impact on 1992 net 
income.

Future Application of Accounting Standards

Accounting by Creditors for Impairment of a Loan

In May 1993, the Financial Accounting Standards Board ("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> 60

Notes to Financial Statements (continued)

1.  Summary of Significant Accounting Policies (continued)

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, money market instruments 
and other debt issues with a maturity of ninety days or less when 
purchased.  The carrying amounts reported in the Consolidated Balance 
Sheets approximate fair value of these instruments.

Investments

The company classifies investments in debt securities (bonds, redeemable 
preferred stocks and mortgage-backed securities) in three categories: 
held for investment, available for sale and trading.

Debt securities which the company had the positive intent and ability to 
hold to maturity were classified as held for investment on the 
Consolidated Balance Sheets at December 31, 1993 and 1992, and were 
carried at amortized cost, net of valuation reserves.

On the Consolidated Balance Sheet at December 31, 1993, debt securities 
which might be sold prior to maturity were classified as available for 
sale and carried at fair value.  Unrealized gains and losses related to 
available for sale investments, after deducting amounts allocable to 
experience rated contractholders, discontinued products and related 
taxes, were reflected in shareholders' equity. Debt securities which the 
company had the ability to hold to maturity, but which might be sold 
prior to maturity were classified as available for sale on the 
Consolidated Balance Sheet at December 31, 1992 and carried at the lower 
of aggregate cost or fair value (which was cost at December 31, 1992).  
Due to the adoption of FAS No. 115 at December 31, 1993, certain 
reclassifications were made between debt securities classified as held 
for investment, available for sale and trading.  Such reclassifications 
were considered non-cash transactions and were therefore not reflected 
in the 1993 Consolidated Statement of Cash Flows.

Debt securities which were held with the objective of trading to 
generate profits on short-term differences in price ("trading 
securities") were carried at fair value on the Consolidated Balance 
Sheet at December 31, 1993.  As a result of implementing FAS No. 115 on 
December 31, 1993, the net unrealized loss of $.7 million related to the 
trading portfolio was reflected as a cumulative effect adjustment in the 
1993 Consolidated Statement of Income.  Future changes in fair value 
will be reflected in net realized capital gains in the Consolidated 
Statement of Income. Debt and equity securities which were traded with 
the objective of maximizing investment returns or were expected to be 
sold before maturity were classified as trading securities and carried 
at fair value on the Consolidated Balance Sheet at December 31, 1992, 
with the change in fair value reflected in shareholders' equity.

At December 31, 1993, equity securities were classified as available for 
sale and carried at fair value.  Unrealized gains and losses related to 
such securities, after deducting amounts allocable to experience rated 
contractholders and net of related taxes, were reflected in 
shareholders' equity.


<PAGE> 61

Notes to Financial Statements (continued)

1.  Summary of Significant Accounting Policies (continued)

Investments (continued)

Fair values for debt and equity securities are based on quoted market 
prices or dealer quotations.  Where a quoted market price is not 
available, fair value is  measured utilizing quoted market prices for 
similar securities or by using discounted cash flow methods.  Cost for 
mortgage-backed securities is adjusted for unamortized premiums and 
discounts, which are amortized using the interest method over the 
estimated remaining term of the securities, adjusted for anticipated 
prepayments.

Purchases and sales of debt and equity securities are recorded on the 
trade date.  Purchases and sales of mortgage loans are recorded on the 
closing date.  Redeemable preferred stocks are expected to be retired as 
a result of regular sinking fund payments by the issuer.

Mortgage loans and policy loans are carried at unpaid principal 
balances, net of valuation reserves, and are generally secured.  
Investment real estate, which the company has the intent to hold for the 
production of income, is carried at depreciated cost plus capital 
additions, net of valuation reserves for other than temporary declines 
in fair value.  Properties held for sale (primarily acquired through 
foreclosure) are carried at the lower of depreciated cost (fair value at 
foreclosure plus capital additions less accumulated depreciation) or 
fair value less selling cost.  Adjustments to the carrying value of 
properties held for sale are recorded in a valuation reserve when the 
fair value less selling cost is below depreciated cost.  The accumulated 
depreciation for real estate was $166.9 million and $151.5 million at 
December 31, 1993 and 1992, respectively.

Short-term investments, consisting primarily of money market instruments 
and other debt issues purchased with an original maturity of over 90 
days to one year, were considered available for sale at December 31, 
1993 and were carried at fair value which approximated amortized cost.  
Short-term investments were carried at amortized cost which approximated 
fair value on the Consolidated Balance Sheet at December 31, 1992.

The company utilizes futures and forward contracts and swap agreements 
in order to manage investment returns and to align maturities, interest 
rates, currency rates and funds availability with its obligations.  
Futures contracts are carried at fair value.  Realized and unrealized 
gains and losses on futures contracts which qualify as hedges are 
deferred and recognized as an adjustment to the hedged asset or 
liability, and amortized over the life of the related asset or liability 
as an adjustment to the yield.  Realized and unrealized gains and losses 
on futures contracts which do not qualify as hedges are reflected in the 
Consolidated Statements of Income.  The difference between amounts paid 
and received on swap agreements entered into to reduce the impact of 
changes in interest rates and currency exchange rates is reflected in 
the Consolidated Statements of Income.

Realized and unrealized gains and losses from contracts hedging foreign 
translation exposures are reflected, net of tax, in shareholders' 
equity.  Realized and unrealized gains and losses from contracts hedging 
foreign transaction exposures are reflected in the Consolidated 
Statements of Income.


<PAGE> 62

Notes to Financial Statements (continued)

1.  Summary of Significant Accounting Policies (continued)

Investments (continued)

Significant non-cash investing and financing activities include 
acquisition of real estate through foreclosures of mortgage loans 
amounting to $295 million in 1993, $306 million in 1992 and $528 million 
in 1991.  In 1992, the company completed an equal exchange of pooled 
multi-family mortgages for mortgage-backed securities from the Federal 
National Mortgage Association ("FNMA") totaling $325 million.  In 1991, 
the company also exchanged a pool of residential mortgages carried at 
$318 million for $343 million of mortgage-backed securities from FNMA.  
No gains were recorded on these exchanges.

Fair Value of Financial Instruments

Fair value estimates are made at a specific point in time, based on 
available market information and judgments about the financial 
instrument, such as estimates of timing and amount of expected future 
cash flows.  Such estimates do not reflect any premium or discount that 
could result from offering for sale at one time the company's entire 
holdings of a particular financial instrument, nor do they consider the 
tax impact of the realization of unrealized gains or losses.  In many 
cases, the fair value estimates cannot be substantiated by comparison to 
independent markets, nor can the disclosed value be realized in 
immediate settlement of the instrument.  Please refer to the previous 
investment section of this note and Note 5 for fair value disclosures 
relative to short-term investments and debt and equity securities, 
respectively.

Mortgage loans are carried at unpaid principal balances, net of 
valuation reserves.  Fair value is estimated by discounting expected 
mortgage loan cash flows at market rates which reflect the rates at 
which similar loans would be made to similar borrowers.  The rates 
reflect management's assessment of the credit quality and the remaining 
duration of the loans.  The fair value estimate of mortgage loans of 
lower credit quality, including problem and restructured loans, is based 
on the estimated fair value of the underlying collateral.  The fair 
value of the mortgage loan balances at December 31, 1993 and 1992 was 
estimated to be $14.9 billion and $18.1 billion, respectively.

The fair value of investment contract liabilities with a fixed maturity 
included in policyholders' funds left with the company is estimated 
using discounted cash flow calculations based on interest rates 
currently being offered by the company for similar contracts.  The 
carrying value of these liabilities was $13.7 billion and $14.6 billion 
at December 31, 1993 and 1992, respectively, and fair value was 
estimated to be $15.0 billion and $15.8 billion, respectively.  
Investment contract liabilities included in policyholders' funds left 
with the company that do not have a fixed maturity allow for withdrawal 
upon request. The fair value of these contracts is estimated as the 
amount payable to the contractholder upon demand.  However, the company 
has the right under such contracts to delay payment of withdrawals which 
may ultimately result in paying an amount different than that determined 
to be payable upon demand.  The carrying value of these liabilities 
without fixed maturities was $12.2 billion and $11.5 billion at December 
31, 1993 and 1992, respectively, and fair value was estimated to be 
$12.2 billion and $11.4 billion, respectively.


<PAGE> 63

Notes to Financial Statements (continued)

1.  Summary of Significant Accounting Policies (continued)

Fair Value of Financial Instruments (continued)

The estimated fair value of the company's long-term debt is based on 
quoted market prices for the same or similar issued debt or on the 
current rates estimated to be available to the company for debt of 
similar terms and remaining maturities.  The fair value of the company's 
long-term debt at December 31, 1993 and 1992 was estimated to be 
$1,202.7 million and $977.1 million, respectively.

In evaluating the company's management of interest rate and liquidity 
risk, the fair values of all assets and liabilities should be taken into 
consideration.

Deferred Policy Acquisition Costs

Certain costs of acquiring insurance business have been deferred.  These 
costs, all of which vary with and are primarily related to the 
production of new business, consist principally of commissions, certain 
expenses of underwriting and issuing contracts, and certain agency 
expenses.  For fixed ordinary life and annuity contracts, such costs are 
amortized over expected premium-paying periods.  For universal life and 
certain annuity contracts, such costs are amortized in proportion to 
estimated gross profits and adjusted to reflect actual gross profits.  
These costs are amortized over 20 years for annuity and pension 
contracts, and over the contract period for universal life type 
contracts.  For all other lines of business, acquisition costs are 
amortized over the life of the insurance contract.

Deferred policy acquisition costs would be written off to the extent 
that it is determined that future policy premiums and investment income 
or gross profits would not be adequate to cover related losses and 
expenses.

Other Assets

Property and equipment are reported at depreciated cost using the 
straight-line method based upon the estimated useful lives of the 
assets.  The carrying value of property and equipment at December 31, 
1993 and 1992 was $697.3 million and $698.6 million, respectively, and 
was net of accumulated depreciation of $833.1 million and $730.6 
million, respectively.

Goodwill, which represents the excess of cost over the fair value of net 
assets of acquired subsidiaries and affiliates, is amortized on a 
straight-line basis over periods not exceeding 40 years.  Total 
unamortized goodwill, which is included in other assets, was $178.6 
million and $173.8 million at December 31, 1993 and 1992, respectively.


<PAGE> 64

Notes to Financial Statements (continued)

1.  Summary of Significant Accounting Policies (continued)

Separate Accounts

Separate Accounts assets and liabilities generally represent funds 
maintained in accounts to meet specific investment objectives of 
contractholders who bear the investment risk, subject to minimum 
guaranteed rates for certain contractholders.  Investment income and 
investment gains and losses accrue directly to such contractholders.  
The assets of each account are legally segregated and are not subject to 
claims that arise out of any other business of the company.  The assets 
and liabilities are carried at market value.  Deposits, net investment 
income and realized and unrealized capital gains and losses on Separate 
Accounts assets are not reflected in the Consolidated Statements of 
Income.  Management fees charged to contractholders are included in fees 
and other income.

Insurance Reserve Liabilities

Reserves for unpaid property-casualty claims and claim expenses include 
provisions for payments to be made on reported losses, and losses 
incurred but not reported and for associated settlement expenses.  
Beginning in 1993, workers' compensation life table indemnity reserves 
were discounted at 5% for voluntary business and 3.5% for involuntary 
business, with mortality assumptions which reflected current company and 
industry experience.  Workers' compensation life table indemnity 
reserves totaled $1.2 billion at December 31, 1993.

Future policy benefits include reserves for universal life, limited 
payment and traditional life insurance contracts.  Reserves for 
universal life contracts are equal to cumulative premiums less charges 
plus credited interest thereon.  Reserves for limited payment and 
traditional life insurance contracts are computed on the basis of 
assumed investment yield, mortality, morbidity and expenses, including a 
margin for adverse deviation, which generally vary by plan, year of 
issue and policy duration.  Reserve interest rates range from 2.25% to 
11.25%.  Investment yield is based on the company's experience.  
Mortality, morbidity and withdrawal rate assumptions are based on the 
experience of the company and are periodically reviewed against both 
industry standards and experience.  Policyholders' funds left with the 
company include reserves for pension and annuity investment contracts.  
Reserves on such contracts are equal to cumulative deposits less charges 
plus credited interest thereon (rates range from 2.91% to 17.95%) net of 
adjustments for investment experience that the company is entitled to 
reflect in future credited interest.  Reserves on contracts subject to 
experience rating reflect the rights of contractholders, plan 
participants and the company.


<PAGE> 65

Notes to Financial Statements (continued)

1.  Summary of Significant Accounting Policies (continued)

Revenue Recognition

Property-casualty premiums are generally recognized as revenue on a pro 
rata basis over the policy term.  Certain policies allow the company to 
charge additional premiums as a result of recognizing additional claim 
and expense costs under the policies.  Such premiums are recognized when 
the related losses are provided.

For universal life and certain annuity contracts, charges assessed 
against policyholders' funds for the cost of insurance, surrender 
charges, actuarial margin and other fees are recorded as revenue in fees 
and other income.  Other amounts received for these contracts are 
reflected as deposits and are not recorded as revenue.  Life insurance 
premiums, other than premiums for universal life and certain annuity 
contracts, are recorded as premium revenue when due.  Related policy 
benefits are recorded in relation to the associated premiums or gross 
profit so that profits are recognized over the expected lives of the 
contracts.

Group Health and Life premiums are generally recorded as premium revenue 
in the month due.  Some group contracts allow for premiums to be 
adjusted to reflect emerging experience.  Fees for contracts providing 
claim processing service only are recorded as revenue in fees and other 
income.

Federal and Foreign Income Taxes

The company is taxed at regular corporate rates after adjusting income 
reported for financial statement purposes for certain items.  Aetna Life 
and Casualty Company files a consolidated federal income tax return.  
The Internal Revenue Code limits the amount of non-life insurance 
company losses that may offset life insurance company taxable income.  
Foreign subsidiaries and U.S. subsidiaries operating outside of the 
United States are taxed under applicable foreign statutes.  Deferred 
income tax benefits result from changes during the year in cumulative 
temporary differences between the tax basis and book basis of assets and 
liabilities.

Earnings Per Share

Earnings per common 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.


<PAGE> 66

Notes to Financial Statements (continued)

2. 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.  As a result of this 
decision, the company recognized an after-tax loss on discontinuance of 
products of $825 million which is reflected in the 1993 Consolidated 
Statement of Income.  Assets and liabilities of discontinued products 
included in the Consolidated Balance Sheet at December 31, 1993 were as 
follows:

<TABLE>
<CAPTION>
                                         Guaranteed     Single-
                                         Investment     Premium
(Millions)                               Contracts      Annuities       Total   
_________________________________________________________________________________

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

Debt securities available for sale       $  4,690.9     $  3,578.1     $  8,269.0
Mortgage loans                              3,468.2        1,950.9        5,419.1
Real estate                                   534.5              -          534.5
Short-term and other investments              399.7           72.8          472.5
                                         ________________________________________
  Total investments                         9,093.3        5,601.8       14,695.1
Deferred income taxes                         253.7           26.2          279.9
Receivable from continuing business           390.0          435.0          825.0
Other                                           7.6            1.3            8.9
                                         ________________________________________
   Total Assets                          $  9,744.6     $  6,064.3     $ 15,808.9
_________________________________________________________________________________
_________________________________________________________________________________

Future policy benefits                   $        -     $  5,079.1     $  5,079.1
Policyholders' funds left with
 the company                                8,976.6              -        8,976.6
Reserve for future losses on
 discontinued products                        600.0          670.0        1,270.0
Other                                         168.0          315.2          483.2
_________________________________________________________________________________
   Total Liabilities                     $  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 1993 Consolidated Balance 
Sheet.

The losses on discontinuance of $390.0 million for GICs and $435.0 
million for SPAs represent 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 losses on 
discontinuance 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> 67

Notes to Financial Statements (continued)

2. Discontinued Products (continued)

The average contractual yields guaranteed on the contracts relating to 
the discontinued products exceed the 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.

An $825.0 million receivable for these negative cash flows (which 
accrues interest at the rates used to measure the loss for the two 
products) is included in the discontinued products' assets at December 
31, 1993.  This receivable is fully offset by a payable from the 
company's continuing business.  These amounts are eliminated in 
consolidation and are therefore not reflected on the 1993 Consolidated 
Balance Sheet.

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.

3.  Sales of Subsidiaries

On June 30, 1993, the company completed the sale of its U.K. life and 
investment management operations.  The company realized an after-tax 
capital loss of $12.0 million on the sale as well as $37.4 million of 
tax benefits from cumulative operating losses of the subsidiary not 
previously available for tax benefits.

On September 30, 1992, the company completed the sale of American 
Re-Insurance Company ("Am Re"), formerly a wholly owned subsidiary.  
The company realized a gain on the sale of Am Re in the third quarter of 
1992 of $38.1 million (after adjusting for the net cumulative effect 
adjustments related to accounting changes of $48.9 million, and the 1992 
decrease to earnings related to such accounting changes of $9.0 
million).  No taxes were incurred on this transaction.  As part of the 
sale, the company received 70,000 shares of American Re Corporation's 
(the new holding company) Junior Cumulative Redeemable Exchangeable 
Preferred Stock all of which were redeemed in the first quarter of 1993. 
The company realized an after-tax gain of $27.0 million on the 
redemption.


<PAGE> 68

Notes to Financial Statements (continued)

3.  Sales of Subsidiaries (continued)

The operating results of Reinsurance and Related Services, provided 
through Am Re, were presented as a discontinued operation through the 
sale date of September 30, 1992.  Results for the nine months ended 
September 30, 1992, and for the year ended December 31, 1991 were:

<TABLE>
<CAPTION>
(Millions)                               1992          1991   
_______________________________________________________________
<S>                                      <C>           <C>

Total revenue                            $  846.4      $1,153.1
                                         ______________________

Income before taxes                      $  120.9      $  173.5
Income taxes                                 34.1          34.7
                                         ______________________
Income from discontinued operations      $   86.8      $  138.8
_______________________________________________________________
</TABLE>

As of May 16, 1991, the company completed the sale of its 43% interest 
in La Estrella S.A. de Seguros, a Spanish insurance company, to Banco 
Hispano Americano.  The company realized a net capital gain of $32.6 
million (after-tax) on the sale.

4.  Severance and Facilities Charge

The 1993 and 1992 results reflect after-tax severance and facilities 
charges of $200.0 million ($308.0 million pretax) and $95.7 million 
($145.0 million pretax), respectively.

Please see Note 14 for the effect of these charges on the company's 
segments.


<PAGE> 69

Notes to Financial Statements (continued)

5.  Investments

<TABLE>

<CAPTION>

Debt securities at December 31, 1993 were as follows:

                                         Amortized       Gross         Gross
                                         Cost, Net of    Unrealized    Unrealized    Fair
(Millions)                               Reserves        Gains         Losses        Value   
______________________________________________________________________________________________
Held for Investment:                                                                         
______________________________________________________________________________________________

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

  U.S. Treasury securities and 
   obligations of U.S. government
   agencies and corporations             $    20.7       $     .9      $       -     $    21.6
  Obligations of states and
   political subdivisions                    398.7            5.9            6.7         397.9
  Utilities                                  277.9           20.4              -         298.3
  Financial                                  355.2           27.8              -         383.0
  Transportation/Capital Goods               255.1           21.2             .8         275.5
  Other corporate securities                 792.9           67.6            2.8         857.7
  Mortgage-backed securities                  10.6             .1              -          10.7
  Foreign governments                        318.7            7.2              -         325.9
  Other                                      128.0            7.5            1.9         133.6
                                         _____________________________________________________
    Total Held for Investment            $ 2,557.8       $  158.6      $    12.2     $ 2,704.2
______________________________________________________________________________________________

Available for Sale:                                                                          
______________________________________________________________________________________________

  U.S. Treasury securities and
   obligations of U.S. government
   agencies and corporations             $ 7,943.1       $  200.5      $    57.6     $ 8,086.0
  Obligations of states and
   political subdivisions                  2,016.7           80.0            2.6       2,094.1
  Utilities                                3,013.2          207.4           31.1       3,189.5
  Financial                                4,919.0          200.1           16.7       5,102.4
  Transportation/Capital Goods             1,745.0          239.0           15.1       1,968.9
  Other corporate securities               4,862.9          377.4           48.6       5,191.7
  Mortgage-backed securities               9,655.5          686.5           17.1      10,324.9
  Foreign governments                      2,651.9          130.9            9.9       2,772.9
  Other                                      126.3           12.5             .3         138.5
                                         _____________________________________________________
    Total Available for Sale             $36,933.6      $ 2,134.3      $   199.0     $38,868.9
______________________________________________________________________________________________
    Available for sale
      securities of discontinued
        products (included above)        $ 7,659.4      $   695.1      $    85.5     $ 8,269.0
______________________________________________________________________________________________

<FN>

Net unrealized appreciation of $1,935.3 million on available for sale debt securities
includes $717.4 million related to experience rated contractholders and $609.6 million
related to discontinued products, which is not reflected in shareholders' equity.

</TABLE>


<PAGE> 70

Notes to Financial Statements (continued)

5.  Investments (continued)

<TABLE>
<CAPTION>

Debt securities at December 31, 1992 were as follows:

                                         Amortized      Gross          Gross
                                         Cost, Net of   Unrealized     Unrealized     Fair
(Millions)                               Reserves       Gains          Losses         Value   
_______________________________________________________________________________________________
Held for Investment:                                                                          
_______________________________________________________________________________________________

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

  U.S. Treasury securities and
   obligations of U.S. government
   agencies and corporations             $     6.1      $      .6      $       -      $     6.7
  Obligations of states and
   political subdivisions                    395.2            2.1           12.4          384.9
  Utilities                                  494.5           30.6             .2          524.9
  Financial                                  564.4           24.8             .8          588.4
  Transportation/Capital Goods               432.8           31.5              -          464.3
  Other corporate securities               1,064.8           73.0            4.6        1,133.2
  Mortgage-backed securities                  24.6             .5             .4           24.7
                                         ______________________________________________________
    Total Held for Investment            $ 2,982.4      $   163.1      $    18.4      $ 3,127.1
_______________________________________________________________________________________________

Available for Sale:                                                                           
_______________________________________________________________________________________________

  U.S. Treasury securities and
   obligations of U.S. government
   agencies and corporations             $   899.1      $    39.4      $      .6     $    937.9
  Obligations of states and
   political subdivisions                  1,295.4           40.3           19.3        1,316.4
  Utilities                                2,066.7          175.9            9.6        2,233.0
  Financial                                2,185.0          117.8           13.7        2,289.1
  Transportation/Capital Goods             1,508.6          163.3           16.4        1,655.5
  Other corporate securities               4,061.8          369.6           54.7        4,376.7
  Mortgage-backed securities              11,335.8          774.5           74.8       12,035.5
  Other                                      788.0           16.1           13.2          790.9
                                         ______________________________________________________
    Total Bonds                          $24,140.4      $ 1,696.9      $   202.3     $ 25,635.0
  Redeemable Preferred Stock                 192.1           39.5            4.2          227.4
                                         ______________________________________________________
    Total Available for Sale             $24,332.5      $ 1,736.4      $   206.5     $ 25,862.4
_______________________________________________________________________________________________
</TABLE>

The carrying and fair value of debt securities held for investment and 
available for sale as of December 31, 1993 are shown below by 
contractual maturity.  Actual maturities may differ from contractual 
maturities because securities may be restructured, called or prepaid.

<TABLE>
<CAPTION>
                                              Amortized
                                              Cost, Net            Fair
(Millions)                                    of Reserves          Value   
____________________________________________________________________________
Held For Investment:                                                       
____________________________________________________________________________

<S>                                           <C>                  <C>
Due to mature:
  One year or less                            $   440.3            $   447.3
  After one year through five years             1,494.5              1,598.9
  After five years through ten years              323.0                346.1
  After ten years                                 289.4                301.2
  Mortgage-backed securities                       10.6                 10.7
                                              ______________________________
    Total Held for Investment                 $ 2,557.8            $ 2,704.2
                                                                            
____________________________________________________________________________
Available For Sale:                                                         
____________________________________________________________________________

Due to mature:
  One year or less                            $   847.7            $   862.2
  After one year through five years             9,262.8              9,521.0
  After five years through ten years            8,568.1              8,868.0
  After ten years                               8,599.5              9,292.8
  Mortgage-backed securities                    9,655.5             10,324.9
                                              ______________________________
    Total Available for Sale                  $36,933.6            $38,868.9
____________________________________________________________________________
</TABLE>


<PAGE> 71

Notes to Financial Statements (continued)

5.  Investments (continued)

Investments in equity securities were as follows:

<TABLE>

<CAPTION>
                                                          Gross         Gross
                                                          Unrealized    Unrealized   Fair
(Millions)                                  Cost          Gains         Losses       Value   
______________________________________________________________________________________________
1993                                                                                         
______________________________________________________________________________________________

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

Equity securities available for sale        $ 1,238.1     $   455.2     $   34.4     $ 1,658.9
______________________________________________________________________________________________
______________________________________________________________________________________________
1992                                                                                         
______________________________________________________________________________________________

Equity securities                           $ 1,168.9     $   366.3     $   39.7     $ 1,495.5
______________________________________________________________________________________________
</TABLE>

There were no equity securities of discontinued products at December 31, 
1993.


Real Estate holdings at December 31 were as follows:

<TABLE>

<CAPTION>

(Millions)                                   1993            1992     
_______________________________________________________________________
<S>                                          <C>             <C>

Properties held for sale                     $  1,122.2      $  1,129.6
Investment real estate                            461.3           535.5
                                             __________________________
                                                1,583.5         1,665.1
Valuation reserve                                 267.7            68.8
                                             __________________________
  Net carrying value                         $  1,315.8      $  1,596.3
_______________________________________________________________________
  Net carrying value of real estate of
   discontinued products (included above)    $    534.5      $        -
_______________________________________________________________________
</TABLE>

Total real estate write-downs included in the net carrying value of the 
company's real estate holdings on the Consolidated Balance Sheets at 
December 31, 1993 and 1992 were $501.8 million (including $218.5 million 
attributable to assets of discontinued products) and $494.8 million, 
respectively.


Impairment reserves at December 31 were as follows:

<TABLE>

<CAPTION>

(Millions)                                      1993          1992    
_______________________________________________________________________

<S>                                             <C>           <C>

Debt securities                                 $   102.8     $   105.2
Equity securities                                    10.6          12.5
Mortgage loans                                    1,308.3       1,065.6
Real estate                                         267.7          68.8
Other                                                 6.0           6.0
                                                _______________________
  Total impairment reserves                     $ 1,695.4     $ 1,258.1
_______________________________________________________________________
  Impairment reserves of
    discontinued products (included above)      $   764.8     $       -
_______________________________________________________________________
</TABLE>


<PAGE> 72

Notes to Financial Statements (continued)

5.  Investments (continued)

The carrying values of investments that were non-income producing for 
the twelve months preceding the balance sheet date were as follows:

<TABLE>
<CAPTION>
(Millions)                             1993          1992  
____________________________________________________________
<S>                                    <C>           <C>
Debt securities                        $  76.9      $  110.9
Equity securities                         14.9           9.1
Mortgage loans                           342.1         291.1
Real estate                              188.0         245.6
                                       _____________________
  Total non-income producing assets    $ 621.9      $  656.7
____________________________________________________________
  Non-income producing assets of
   discontinued products 
   (included above)                    $ 248.0      $      -
____________________________________________________________
</TABLE>


6.  Capital Gains and Losses on Investment Operations

Realized capital gains or losses are the difference between the carrying 
value and sale proceeds of specific investments sold.

Net realized capital losses allocable to experience rated 
contractholders of $180.1 million, $59.7 million and $156.7 million for 
the years ended December 31, 1993, 1992 and 1991 were deducted from net 
realized capital gains (losses) as reflected on the Consolidated 
Statements of Income and an offsetting amount is reflected on the 
Consolidated Balance Sheets in policyholders' funds left with the 
company.  Provision for impairments which are other than temporary and 
changes in the fair value of real estate subsequent to foreclosure 
(prior to 1992, real estate write-downs) are included in net realized 
capital gains or losses.  Unrealized capital gains and losses on 
available for sale investments, after deducting amounts allocable to 
experience rated contractholders and discontinued products, and net of 
related taxes, are reflected in shareholders' equity.

Net realized capital gains (losses) on investments were as follows:

<TABLE>
<CAPTION>
(Millions)                                     1993          1992          1991  
__________________________________________________________________________________
<S>                                            <C>           <C>           <C>
Debt securities                                $   606.3     $  315.1      $  98.4
Equity securities                                   91.3        184.2         74.2
Mortgage loans                                    (435.7)      (358.5)      (452.0)
Real estate                                       (151.5)       (43.9)       (53.3)
Sales of subsidiaries                              (18.2)           -         54.1
Other                                               (2.4)        18.0         (3.5)
                                               ___________________________________
Pretax realized capital gains (losses)         $    89.8     $  114.9      $(282.1)
__________________________________________________________________________________
After-tax realized capital gains (losses)      $    59.0     $   78.6      $(187.4)
__________________________________________________________________________________
</TABLE>


<PAGE> 73

Notes to Financial Statements (continued)

6.  Capital Gains and Losses on Investment Operations (continued)

Proceeds from sales of investments in debt securities held for 
investment and available for sale during 1993, 1992 and 1991 were 
$6,300.9 million, $3,862.1 million and $4,751.9 million, respectively.  
Gross gains of $250.6 million, $262.3 million and $138.2 million and 
gross losses of $30.1 million, $7.0 million and $67.9 million were 
realized on those sales.

Changes in unrealized capital gains (losses), excluding changes in 
unrealized capital gains (losses) related to experience rated 
contractholders and discontinued products, for the periods were as 
follows:

<TABLE>
<CAPTION>
(Millions)                                   1993          1992          1991   
_________________________________________________________________________________
<S>                                          <C>           <C>           <C>

Equity securities                            $   94.2      $  127.6      $  154.9
Debt trading securities                        (134.8)         66.4          53.7
Debt securities available for sale              608.3             -             -
Other                                            14.6         (51.8)        (25.3)
                                             ____________________________________
                                                582.3         142.2         183.3
Deferred federal income taxes                   193.7          48.5          67.1
                                             ____________________________________
Net changes in unrealized capital gains
 (losses)                                    $  388.6      $   93.7      $  116.2
_________________________________________________________________________________
</TABLE>

Changes in unrealized capital gains (losses) for the periods exclude 
pretax changes in debt securities carried at amortized cost and at lower 
of amortized cost or fair value.  The unrecorded appreciation for debt 
securities carried at amortized cost is the difference between estimated 
market and carrying values, and amounted to approximately $.1 billion, 
$1.7 billion, and $2.4 billion at December 31, 1993, 1992 and 1991, 
respectively.  Such unrecorded appreciation includes amounts allocable 
to experience rated contractholders.  The change in unrecorded 
appreciation for 1993 was $(1.6) billion.  This decrease resulted from 
changes in carrying values and reclassifications of certain debt 
securities related to the adoption of FAS No. 115.  The change in 
unrecorded appreciation was $(.7) billion and $1.8 billion in 1992 and 
1991, respectively.

Shareholders' equity included the following unrealized capital gains 
(losses)(net of amounts allocable to experience rated contractholders 
and amounts related to discontinued products) at December 31:

<TABLE>

<CAPTION>

(Millions)                             1993          1992          1991   
___________________________________________________________________________
<S>                                    <C>           <C>           <C>

Equity securities:
  Gross unrealized capital gains       $  455.2      $  366.3      $  278.8
  Gross unrealized capital losses         (34.4)        (39.7)        (79.8)
                                       ____________________________________
                                          420.8         326.6         199.0
Debt trading securities:
  Gross unrealized capital gains              -         172.0          69.2
  Gross unrealized capital losses             -         (37.2)          (.8)
                                       ____________________________________
                                              -         134.8          68.4
Debt securities available for sale:
  Gross unrealized capital gains          671.1             -             -
  Gross unrealized capital losses         (62.8)            -             -
                                       ____________________________________
                                          608.3             -             -
Foreign exchange and other, net           (56.7)        (71.3)        (19.5)
Deferred federal income taxes             324.2         130.5          82.0
                                       ____________________________________
Net unrealized capital gains           $  648.2      $  259.6      $  165.9
___________________________________________________________________________
</TABLE>


<PAGE> 74

Notes to Financial Statements (continued)

7.  Net Investment Income

Net investment income includes amounts allocable to experience rated 
contractholders of  $927 million, $1.1 billion and $1.2 billion for the 
years ended December 31, 1993, 1992 and 1991, respectively.  Interest 
credited to contractholders is included in current and future benefits.

Sources of net investment income were as follows:

<TABLE>

<CAPTION>

(Millions)                             1993           1992           1991    
______________________________________________________________________________
<S>                                    <C>            <C>            <C>

Debt securities                        $ 3,003.4      $ 2,948.8      $ 2,984.9
Equity securities                           55.8           56.5           42.1
Short-term investments                      55.3           76.9          106.6
Mortgage loans                           1,586.8        1,885.5        2,185.0
Real estate                                378.5          335.7          212.4
Policy loans                                29.9           26.7           24.7
Other                                      160.2           52.7          113.8
Cash equivalents                            76.7          134.6          195.8
                                       _______________________________________
Gross investment income                  5,346.6        5,517.4        5,865.3
Less investment expenses                   427.6          448.4          350.8
                                       _______________________________________
  Net investment income                $ 4,919.0      $ 5,069.0      $ 5,514.5
______________________________________________________________________________
</TABLE>


8.  Dividend Restrictions and Shareholders' Equity

The amount of dividends that may be paid to shareholders in 1994 without 
prior approval by the Insurance Commissioner of the State of Connecticut 
is $433.7 million.  Dividend payments by the domestic insurance 
subsidiaries to Aetna Life and Casualty Company are subject to similar 
restrictions in Connecticut and other states, and are limited in 1994 to 
approximately $630.0 million in the aggregate.  During 1993, these 
subsidiaries paid dividends totaling $302.1 million to Aetna Life and 
Casualty Company.


<PAGE> 75

Notes to Financial Statements (continued)

8.  Dividend Restrictions and Shareholders' Equity (continued)

The following statement reconciles statutory net income to net income 
determined in conformity with generally accepted accounting principles 
("GAAP").

<TABLE>
<CAPTION>
(Millions)                                             1993           1992           1991    
______________________________________________________________________________________________
<S>                                                   <C>             <C>            <C>      
Statutory net income:
   Life companies                                     $    87.7       $   123.8      $   436.1
   Casualty-property companies                           (125.1)          688.0          278.3
   Consolidating eliminations                              (3.3)            5.9          (30.5)
                                                      ________________________________________
     Subtotal                                             (40.7)          817.7          683.9

Reserve for future losses on discontinued products       (825.0)              -              -
Realized capital gains (losses)                          (171.6)         (879.5)        (267.1)
Adjustments to insurance reserve liabilities              344.5           159.5          (13.8)
Deferred federal income taxes                              43.7           135.2          141.7
Cumulative effect of accounting changes                   227.1          (112.5)             -
Deferred policy acquisition costs                         160.7            80.3           43.5
Severance and facilities charge                           (99.5)          (53.5)          84.3
Postretirement benefits other than pensions               (23.8)          (39.0)             -
Other, net                                                 18.7           (52.2)        (167.3)
                                                      ________________________________________

Net income (loss)                                     $  (365.9)      $    56.0      $   505.2
______________________________________________________________________________________________
</TABLE>




The following statement reconciles statutory shareholders' equity with 
shareholders' equity determined in conformity with GAAP.

<TABLE>
<CAPTION>
(Millions)                                            1993           1992   
_____________________________________________________________________________
<S>                                                   <C>            <C>
Statutory shareholders' equity:
   Life companies                                     $ 2,332.8      $ 2,780.9
   Casualty-property companies                          4,336.8        4,513.3
   Consolidating eliminations                          (2,323.9)      (2,781.6)
                                                      ________________________

     Subtotal                                           4,345.7        4,512.6

Reserve for future losses on discontinued products       (825.0)             -
Deferred policy acquisition costs                       1,867.0        1,706.0
Market value adjustments                                 (888.5)      (1,030.2)
Adjustment to insurance reserve liabilities               795.1          454.5
Deferred federal income taxes                             729.9          754.2
Guaranteed contracts investment reserve                   600.0          450.0
Postretirement benefits other than pensions              (648.3)        (424.0)
Investment reserves                                     1,106.1          738.4
Non-admitted assets                                       211.4          211.3
Severance and facilities charge                          (219.2)         (53.5)
Excess goodwill                                            16.8           13.4
Other, net                                                (47.9)         (94.4)
                                                      ________________________

Shareholders' equity                                  $ 7,043.1      $ 7,238.3
_____________________________________________________________________________
</TABLE>


<PAGE> 76

Notes to Financial Statements (continued)

9.  Debt

<TABLE>
<CAPTION>
(Millions)                                       1993          1992    
________________________________________________________________________
<S>                                              <C>           <C>
Long-term debt:
 Domestic:
  Eurodollar Notes, 9 1/2% due 1995              $  100.4      $  100.6
  Notes, 8 5/8% due 1998                             99.8          99.7
  Notes, 6 3/8% due 2003                            198.7             -
  Debentures, 8 1/8% due 2007                           -         200.0
  Debentures, 6 3/4% due 2013                       198.3             -
  Eurodollar Notes, 7 3/4% due 2016                  63.5         200.1
  Debentures, 8% due 2017                           198.6         198.2
  Mortgage Notes and Other Notes, 3%-11 1/2%
   due in varying amounts to 2018                    56.7          96.0
  Debentures, 7 1/4% due 2023                       198.3             -
 International:
  Mortgage Notes, 6 1/2%-11 7/8% due in
   varying amounts to 2006                           45.7          61.0
                                                 ______________________
    Total                                        $1,160.0      $  955.6
________________________________________________________________________
</TABLE>

At December 31, 1993 $35.7 million of short-term borrowings were 
outstanding.  Total unused committed bank lines available to the company 
at December 31, 1993 amounted to $820.0 million, including an $800.0 
million long-term credit commitment established with a group of 
worldwide banks.  This $800.0 million commitment expires in July 1994.  
Various interest rate options are available under this facility and any 
borrowings mature in July 1997.  The company pays quarterly commitment 
and facility fees totaling approximately one-tenth of one percent per 
annum.  The terms of the commitment agreement require that the company 
maintain net worth of at least $5.0 billion.  The $800.0 million credit 
facility also supports the company's commercial paper borrowing program.

During 1993, the company issued $200 million of 6 3/8% Notes due in 
2003, $200 million of 6 3/4% Debentures due in 2013 and $200 million of 
7 1/4% Debentures due in 2023.  The proceeds were primarily used to 
repay commercial paper borrowings, a significant portion of which was 
incurred in connection with the retirement of debt discussed below.  The 
remaining proceeds were used for general corporate purposes.  A total of 
$550 million of securities remains available for sale under two 
effective shelf registration statements.

During 1993, the company redeemed $200 million principal amount of its 8 
1/8% Debentures whose scheduled maturity was 2007.  The company 
recognized an after-tax extraordinary loss on the debenture redemption 
of $4.7 million (after taxes of $2.4 million).  Additionally, $137 
million of the company's 7 3/4% Eurodollar Notes due 2016 were redeemed 
at par at the option of the holders thereof during 1993.

The 8% Debentures due 2017 are subject to various redemption options 
beginning on January 15, 1997.

Aggregate maturities of long-term debt and sinking fund requirements for 
1994 through 1998 are $32.2 million, $103.8 million, $10.9 million, 
$12.9 million and $129.7 million, respectively, and $870.5 million 
thereafter.

Total interest expense was $77.4 million, $87.1 million and $106.7 
million in 1993, 1992 and 1991, respectively.  The company paid interest 
of $74.1 million, $94.9 million and $113.0 million in 1993, 1992 and 
1991, respectively.


<PAGE> 77

Notes to Financial Statements (continued)

10.  Federal and Foreign Income Taxes

As discussed in Note 1, the company adopted FAS No. 109 as of January 1, 
1992, resulting in a cumulative effect benefit for continuing operations 
of $272.5 million.

In August 1993, the Omnibus Budget Reconciliation Act of 1993 (OBRA) was 
enacted which resulted in an increase in the federal corporate tax rate 
from 34% to 35% retroactive to January 1, 1993.  The enactment of OBRA 
resulted in an increase of $27.4 million in the company's deferred tax 
asset.  Future net income of the company will be adversely impacted by 
the increased tax rate.

The Technical and Miscellaneous Revenue Act of 1988 included Section 847 
which permits the designation of special estimated tax payments.  The 
effect of Section 847 is to permit the recognition of deferred tax 
benefits associated with certain property-casualty losses. The 1991 
provision for income taxes included $99.8 million  of such benefits.  
There were no such benefits included in the 1992 and 1993 provisions.

Included in the 1991 provision for income taxes is a benefit of $50.0 
million resulting from a fourth quarter 1991 reversal of previously 
established tax reserves based on a favorable court decision.  This 
benefit affected the Health and Life Insurance and Services segment 
only.

Income tax expense (benefits) attributable to income (loss) from 
continuing operations consists of:

<TABLE>

<CAPTION>

(Millions)                             1993           1992           1991   
_____________________________________________________________________________

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

Current taxes (benefits):
  Income - federal taxes               $   47.3       $  (18.1)      $   83.9
  Income - foreign taxes                    8.8           11.6           14.9
  Realized capital gains (losses)          18.6           74.4          (16.3)
                                       ______________________________________
                                           74.7           67.9           82.5
Deferred taxes (benefits):
  Income - federal taxes                 (617.7)        (147.4)        (131.8)
  Income - foreign taxes                   (1.3)           1.5            4.8
  Realized capital gains (losses)          12.2          (38.1)         (78.4)
                                       ______________________________________
                                         (606.8)        (184.0)        (205.4)
                                       ______________________________________
Total                                  $ (532.1)      $ (116.1)      $ (122.9)
_____________________________________________________________________________

</TABLE>


<PAGE> 78

Notes to Financial Statements (continued)

10.  Federal and Foreign Income Taxes (continued)

Income tax expense (benefits)on income (loss) from continuing operations 
was different from the amount computed by applying the federal income 
tax rate to income (loss) before income tax expense (benefit) for the 
following reasons:

<TABLE>
<CAPTION>

(Millions)                                  1993            1992            1991      
_______________________________________________________________________________________
<S>                                         <C>             <C>             <C>

Income (Loss) from U.S. operations          $(1,211.9)      $  (151.4)      $   123.3
Income (Loss) from non-U.S. operations           64.5            30.0           120.2
                                            _________________________________________
  Income (Loss) before taxes                 (1,147.4)         (121.4)          243.5
Tax rate                                           35%             34%             34%
                                            _________________________________________
Application of the tax rate                    (401.7)          (41.3)           82.8
Tax effect of:
  Tax-exempt interest                           (54.9)          (68.6)          (88.9)
  Fresh start adjustments                           -               -           (59.6)
  Foreign operations                            (46.9)           12.7             7.4
  Excludable dividends                          (20.5)          (12.8)          (12.1)
  Tax rate change on deferred assets
   and liabilities                              (24.0)              -               -
  Tax reserve reversal                              -               -           (50.0)
  Goodwill                                        6.8             3.5             1.7
  Other, net                                      9.1            (9.6)           (4.2)
                                            _________________________________________
Income tax benefits on income (loss)        $  (532.1)      $  (116.1)      $  (122.9)
_______________________________________________________________________________________
</TABLE>


The tax effects of temporary differences that give rise to deferred tax 
assets and deferred tax liabilities under FAS No. 109 at December 31 are 
presented below:

<TABLE>
<CAPTION>
(Millions)                             1993           1992    
_______________________________________________________________
<S>                                    <C>            <C>
Deferred tax assets:
  Insurance reserves                   $ 1,013.2      $ 1,105.4
  Reserve for loss on
   discontinued products                   445.0              -
  Reserve for severance and
   facilities expenses                     108.0           20.7
  Impairment reserves                      274.0          286.9
  Other postretirement benefits            235.6          218.6
  Net operating loss carryforward          129.9           52.7
  Other                                     52.1           51.7
                                       ________________________
Total gross assets                       2,257.8        1,736.0
                                       ________________________
Less valuation allowance                    47.3           52.7
                                       ________________________
Assets net of valuation                  2,210.5        1,683.3
_______________________________________________________________

Deferred tax liabilities:
  Deferred policy acquisition costs        519.7          468.6
  Net unrealized capital gains             331.3          135.8
  Market discount                           72.8           80.8
  Other                                      3.8           25.0
                                       ________________________
Total gross liabilities                    927.6          710.2
                                       ________________________
Net deferred tax asset                 $ 1,282.9      $   973.1
_______________________________________________________________
</TABLE>

The valuation allowance relates to future tax benefits on foreign net 
operating loss carryforwards of $47.3 million and $52.7 million for 1993 
and 1992, respectively, the realization of which is uncertain.


<PAGE> 79

Notes to Financial Statements (continued)

10.  Federal and Foreign Income Taxes (continued)

Management believes that it is more likely than not that the company 
will realize the benefit of the net deferred tax asset.  While there are 
no assurances that this benefit will be realized, the company expects 
sufficient taxable income in the future (requires $3.6 billion of future 
taxable income) based on its historical record (average of approximately 
$200.0 million from continuing operations over the past three years 
excluding nonrecurring charges) and expected annual taxable savings 
related to staff and expense reductions.  The company has more than 15 
years to generate sufficient taxable income to cover the reversal of its 
temporary differences due to the long-term reversal pattern of these 
differences.  Additionally, the company has significant tax planning 
strategies including, but not limited to, the conversion of tax-exempt 
income to taxable income (approximately $160.0 million of potential 
additional annual taxable income based on 1993 holdings) and the 
presence of unrealized gains in the company's investments held for 
investment of $146.4 million as of December 31, 1993.  The deferred tax 
asset includes $82.6 million related to the company's expected 
utilization of its current U.S. net operating loss carryforward of 
$236.0 million which expires in 2008.

The company generally has not recognized any deferred tax liabilities 
attributable to the undistributed earnings of its controlled foreign 
corporations because the company does not expect repatriation.  Such 
amounts are not material.

For the year ended December 31, 1991, deferred income tax expense 
resulted from timing differences between the recognition of income and 
expense for income tax and financial reporting purposes.  The 
significant components of deferred tax expense (benefit) attributable to 
income from continuing operations were as follows:

<TABLE>

<CAPTION>

(Millions)                             1991  
______________________________________________

<S>                                    <C>

Life reserve adjustments               $   6.5
Deferred policy acquisition costs          8.9
Property-casualty underwriting
  adjustments                           (162.3)
Investment income and expenses            22.3
Realized capital losses                  (78.4)
Reorganization charge                     27.9
Benefit plans                             (2.0)
Other, net                               (28.3)
______________________________________________
Total                                  $(205.4)
______________________________________________
</TABLE>

The "Policyholders' Surplus Account," which arose under prior tax law, 
is generally that portion of a life insurance company's statutory income 
that has not been subject to taxation.  As of December 31, 1983, no 
further additions could be made to the Policyholders' Surplus Account 
for tax return purposes under the Deficit Reduction Act of 1984.  The 
balance in such account was approximately $857.2 million at December 31, 
1993.  This amount would be taxed only under certain conditions.  No 
income taxes have been provided on this amount since management believes 
the conditions under which such taxes would become payable are remote.


<PAGE> 80

Notes to Financial Statements (continued)

10.  Federal and Foreign Income Taxes (continued)

The Internal Revenue Service (the "Service") has completed examination 
of the consolidated federal income tax returns of Aetna Life and 
Casualty and Affiliated Companies through 1986.  Discussions are being 
held with the Service with respect to proposed adjustments.  However, 
management believes there are adequate defenses against, or sufficient 
reserves to provide for, such adjustments.  The Service has commenced 
its examination for the years 1987 through 1990.

The company made net federal income tax payments for continuing 
operations of $101.6 million, $55.3 million and $229.9 million in 1993, 
1992 and 1991, respectively.

11.  Common Stock

At December 31, 1993 and 1992, 3,802,256 common shares were reserved for 
issuance under the dividend reinvestment plan, 6,702,878 and 8,728,574 
common shares were reserved for the stock option plans and 946,675 
common shares were reserved for other benefit plans, respectively.

In 1993 and 1992, the company did not acquire any shares of its common 
stock.  In 1991, the company acquired 76,800 shares of its common stock 
at an average price of $38.04 per share.

On October 27, 1989, the Board of Directors of Aetna Life and Casualty 
Company adopted a Share Purchase Rights Plan.  Pursuant to the Plan, a 
dividend of one share purchase right (a "Right") was made payable for 
each share of Aetna Life and Casualty Common Capital Stock ("Common 
Stock") outstanding on November 7, 1989, and one Right will attach to 
each share of Common Stock subsequently issued, prior to the time at 
which the Rights become exercisable, expire or are redeemed.

The Rights trade with the Common Stock until they become exercisable.  
The Rights become exercisable 10 days after:  (i) a public announcement 
that a person or group ("person") has acquired 20% or more of the 
outstanding shares of Common Stock or, 10% or more of the outstanding 
shares of Common Stock if such person is declared by the Board of 
Directors to be an "adverse person" ("triggering acquisition"); or (ii) 
a person commences a tender offer which, upon consummation, could result 
in such person owning 30% or more of the Common Stock; or (iii), in 
either event, such later date as the Board of Directors may determine.

Upon becoming exercisable, each Right will entitle the holder thereof 
(the "Holder") to purchase one one-hundredth of a share of Aetna Life 
and Casualty Company's Class B Voting Preferred Stock, Series A (a 
"Fractional Preferred Share") at a price of $200 (the "Exercise Price").  
Each Fractional Preferred Share has dividend, voting and liquidation 
rights designed to make it approximately equal in value to one share of 
Common Stock.  Under certain circumstances, including a triggering 
acquisition, each Right (other than Rights that were or are owned by the 
acquirer) thereafter will entitle the Holder to purchase Common Stock 
worth twice the Exercise Price.  Under certain circumstances, including 
the acquisition of Aetna Life and Casualty Company in a merger 
(following a triggering acquisition), each Right thereafter will entitle 
the Holder to purchase equity securities of the acquirer at a 50% 
discount.


<PAGE> 81

Notes to Financial Statements (continued)

11.  Common Stock(continued)

Under certain circumstances, Aetna Life and Casualty Company may redeem 
all of the Rights at a price of $.01 per Right.  The Rights will expire 
on November 7, 1999, unless earlier redeemed.  The Rights have no 
dilutive effect on earnings per share until exercised.  Aetna Life and 
Casualty Company has authorized 2,500,000 Preferred Shares for issuance 
upon exercise of the Rights.

12.  Participating Policyholders' Interests

Under participating life insurance contracts issued by the company, the 
policyholder is entitled to share in the earnings of such contracts.  
This business is accounted for in the company's Consolidated Financial 
Statements on a statutory basis since any adjustments to policy 
acquisition costs and reserves on this business would have no effect on 
the company's net income or shareholders' equity.  Premiums and assets 
allocable to the participating policyholders were as follows:

<TABLE>
<CAPTION>
(Millions)              1993        1992        1991  
_______________________________________________________
<S>                     <C>         <C>         <C>
Premiums                $  52.4     $  54.0     $  55.6
_______________________________________________________

Assets                  $ 704.8     $ 686.1     $ 706.2
_______________________________________________________
</TABLE>


13.  Benefit Plans

Pension Plans - The company has non-contributory defined benefit pension 
plans covering substantially all employees and certain agents.  The 
plans provide pension benefits based on years of service and average 
annual compensation (measured over sixty consecutive months of highest 
earnings in a 120-month period).  Contributions are determined by using 
the Entry Age Normal Cost Method and, for qualified plans subject to 
ERISA requirements, are limited to the amounts that are currently 
deductible for tax reporting purposes.

Components of the net periodic pension income (cost) were as follows:

<TABLE>
<CAPTION>
(Millions)                              1993         1992        1991  
________________________________________________________________________
<S>                                     <C>          <C>         <C>
Return on plan assets                   $ 178.7      $  78.9     $ 391.0
Service cost - benefits earned
 during the period                        (82.2)       (82.3)      (73.2)
Interest cost on projected
 benefit obligation                      (169.3)      (153.1)     (136.8)
Net amortization and deferral              31.3        160.5      (204.7)
________________________________________________________________________

Net periodic pension income (cost)      $ (41.5)     $   4.0     $ (23.7)
________________________________________________________________________
</TABLE>

As a result of restructuring activities, a curtailment gain of 
approximately $28 million is reflected in net periodic pension cost for 
the year ended December 31, 1992.  Actions related to the  1993 
severance and facilities charge did not result in a curtailment gain or 
loss.


<PAGE> 82

Notes to Financial Statements (continued)

13.  Benefit Plans (continued)

The measurement dates used to determine the funded status of the plans 
for which assets exceeded accumulated benefits were September 30, 1993 
and December 31, 1992.  The change in measurement date had no effect on 
1993 expense and had an immaterial impact on 1993 funded status.  The 
funded status of plans for which assets exceeded accumulated benefits 
was as follows:

<TABLE>
<CAPTION>
(Millions)                             1993             1992    
_________________________________________________________________
<S>                                    <C>              <C>
Actuarial present value of vested
 benefit obligation                    $ 1,868.8        $ 1,607.6
_________________________________________________________________
Actuarial present value of
 accumulated benefit obligation        $ 1,898.9        $ 1,644.5
_________________________________________________________________
Plan assets at fair value              $ 2,259.0        $ 2,144.7
Actuarial present value of
 projected benefit obligation            2,221.7          1,931.7
                                       __________________________
Plan assets in excess of projected
 benefit obligation                         37.3            213.0
Unrecognized net (gain) loss                98.5            (51.2)
Unrecognized service cost - prior
 period                                     (7.7)            15.7
Unrecognized net asset at date of
 adoption of FAS No. 87                    (87.9)          (116.8)
                                       __________________________

Prepaid pension cost                   $    40.2        $    60.7
_________________________________________________________________
</TABLE>

At 1993 and 1992, non-funded plans had projected benefit obligations of 
$163.8 million and $119.7 million, respectively.  The accumulated 
benefit obligations at 1993 and 1992 related to these plans was $127.6 
million and $100.5 million, respectively, and the related accrued 
pension cost was $89.7 million and $76.6 million, respectively.

The weighted average discount rate was 7.5% for 1993 and 8.0% for 1992 
and 1991.  A 9.0% expected long-term rate of return on plan assets was 
used for each of 1993, 1992 and 1991.  The rate of increase in future 
compensation was 4.5% for 1993 and 5.0% for 1992 and 1991.  The future 
annual cost-of-living adjustment was 3.0% for 1993, 1992 and 1991.

All of the assets are held in trust and administered under an Immediate 
Participation Guarantee Contract issued by Aetna Life Insurance Company.  
Assets are held in both the general account of Aetna Life Insurance 
Company and in various separate accounts.

Postretirement Benefits - In addition to providing pension benefits, the 
company currently provides certain health care and life insurance 
benefits for retired employees.  A comprehensive medical and dental plan 
is offered to all full-time employees retiring at age 50 with 15 years 
of service or at age 65 with 10 years of service.  Retirees are required 
to contribute to the plans based on their years of service with the 
company.

In January 1994, the company announced the modification of its 
postretirement benefit plan to cap the portion of the cost paid by the 
company relating to medical and dental benefits for individuals retiring 
after March 1, 1994.  This change is expected to produce reductions in 
the net periodic postretirement benefit cost and in the accumulated 
postretirement benefit obligation.


<PAGE> 83

Notes to Financial Statements (continued)

13.  Benefit Plans (continued)

The impact of adopting FAS No. 106 in 1992 was a cumulative effect 
charge of $385.0 million (after-tax) for continuing operations.  
Adoption of FAS No. 106 does not affect the company's cash flows.

Components of the net periodic postretirement benefit cost were as 
follows:

<TABLE>
<CAPTION>
(Millions)                        1993            1992  
_________________________________________________________
<S>                               <C>             <C>
Service cost - benefits earned
 during the period                $ (19.0)        $ (28.8)
Interest cost                       (42.9)          (50.9)
Net amortization                     11.7               -
Return on plan assets                 3.1             2.9
                                  _______________________
Net periodic postretirement
 benefit cost                     $ (47.1)        $ (76.8)
_________________________________________________________
</TABLE>

Prior to the adoption of FAS No. 106, the cost of postretirement 
benefits was charged to operations as payments were made.  The pretax 
cost of postretirement health care and life insurance benefits for 1991 
was $16.1 million.

The measurement dates used to determine the funded status of the 
postretirement benefit plans were September 30, 1993 and December 31, 
1992.  The change in measurement date had no effect on 1993 expense and 
had an immaterial impact on 1993 funded status.  The funded status of 
the plans was as follows:

<TABLE>
<CAPTION>
(Millions)                                  1993        1992 
______________________________________________________________
<S>                                         <C>         <C>
Actuarial present value of accumulated
  postretirement benefit obligation:
   Retirees                                 $234.6      $271.3
   Fully eligible active employees           102.7       143.4
   Active employees not eligible to
    retire                                   229.8       268.4
                                            __________________
Total                                        567.1       683.1
Plan assets at fair value                     45.8        45.0
                                            __________________
Accumulated postretirement benefit
 obligation in excess of plan assets         521.3       638.1
Unrecognized net gain                        139.2           -
                                            __________________

Accrued postretirement benefit cost         $660.5      $638.1
______________________________________________________________
</TABLE>

The weighted average discount rates were 7.5% and 8.0% for 1993 and 
1992, respectively.  The health care cost trend rate for the 1993 
valuation decreased gradually from 12.5% for 1994 to 5.5% by the year 
2005.  For the 1992 valuation, the rates decreased gradually from 14.0% 
for 1993 to 6.0% by the year 2005.  Increasing the health care cost 
trend rate by one percentage point would increase the accumulated 
postretirement benefit obligation at 1993 by $92.5 million (pretax) and 
would increase the net periodic postretirement benefit cost for 1993 by 
$11.3 million (pretax).


<PAGE> 84

Notes to Financial Statements (continued)

13.  Benefit Plans (continued)

It is the company's practice to fund amounts for postretirement life 
insurance benefits to the extent the contribution is deductible for 
federal income taxes.  The plan assets are held in trust and 
administered by Aetna Life Insurance Company.  The assets are in the 
general account of Aetna Life Insurance Company, and the expected rate 
of return on the plan assets was 7% for 1993 and 1992.

Incentive Savings Plan - Substantially all employees are eligible to 
participate in a savings plan under which designated contributions, 
which may be invested in common stock of Aetna Life and Casualty Company 
or certain other investments, are matched, up to 5% of compensation, by 
the company.  Pretax charges to operations for the incentive savings 
plan were $58.9 million, $58.8 million and $55.2 million for 1993, 1992 
and 1991, respectively.  The Plan trustee held 5,996,806 shares, 
6,925,145 shares and 6,747,151 shares of Aetna Life and Casualty 
Company's common stock for Plan participants at the end of 1993, 1992 
and 1991, respectively.

Stock Option Plans - Executive and middle management employees may be 
granted options to purchase common stock of Aetna Life and Casualty 
Company at the market price on the date of grant or, in connection with 
certain business combinations, may be granted options to purchase common 
stock on different terms.  Certain options contain stock appreciation 
rights permitting the employee to exercise those rights and receive the 
excess of current market price over the option price in cash and/or 
stock.

Transactions under the stock option plans are summarized below:

<TABLE>

<CAPTION>
                                                           Range of
                                       Number              Option Prices
                                       of Shares           Per Share   
________________________________________________________________________
<S>                                    <C>                 <C>

Outstanding at December 31, 1990       4,801,477           $29.50-$61.50
       Granted                           831,625           $37.75-$48.25
       Exercised                         (29,997)          $29.50-$46.50
       Canceled or expired               (73,764)          $29.50-$61.50
________________________________________________________________________
Outstanding at December 31, 1991       5,529,341           $29.50-$61.50
       Granted                           912,675           $40.75-$45.63
       Exercised                        (228,942)          $29.50-$46.50
       Canceled or expired              (423,425)          $29.50-$61.50
________________________________________________________________________
Outstanding at December 31, 1992       5,789,649           $29.50-$61.50
       Granted                         1,034,560           $46.75-$55.00
       Exercised                      (2,025,696)          $29.50-$61.50
       Canceled or expired              (188,990)          $29.50-$61.50
________________________________________________________________________
Outstanding at December 31, 1993       4,609,523           $29.50-$61.50
________________________________________________________________________
Range of expiration dates              6/94 - 6/2003                   
________________________________________________________________________
Options exercisable at
  December 31, 1993                    3,614,903                       
________________________________________________________________________
Common shares available for grant
       at December 31, 1993            2,093,355                       
________________________________________________________________________

</TABLE>


<PAGE> 85

Notes to Financial Statements (continued)

14.  Segment Information (1)(2)(3)(4)(5)(6)(7)

Summarized financial information for the company's principal operations 
was as follows:

<TABLE>

<CAPTION>

(Millions)                                1993          1992          1991    
_______________________________________________________________________________

<S>                                       <C>           <C>           <C>
Revenue:
  Health and Life Insurance and
    Services                              $ 6,477.3     $ 6,303.2     $ 6,116.4
  Financial Services                        3,492.8       3,545.1       3,710.1
  Commercial Property-Casualty
    Insurance and Services                  4,138.3       4,271.5       4,600.7
  Personal Property-Casualty                1,674.0       2,080.9       2,668.7
  International                             1,335.3       1,296.5         946.6
                                          _____________________________________
     Total revenue                        $17,117.7     $17,497.2     $18,042.5
_______________________________________________________________________________

Income (Loss) from continuing
  operations before income taxes,
    extraordinary item and cumulative
      effect adjustments:
  Health and Life Insurance and
    Services                              $   449.7     $   420.6     $   495.3
  Financial Services                       (1,276.1)        (61.7)       (276.4)
  Commercial Property-Casualty
    Insurance and Services                   (264.2)       (430.0)         52.8
  Personal Property-Casualty                  (24.5)        (72.4)        (90.5)
  International                               (32.3)         22.1          62.3
                                          _____________________________________
  Total income (loss) from continuing
    operations before income taxes,
      extraordinary item and
        cumulative effect adjustments     $(1,147.4)    $  (121.4)    $   243.5
_______________________________________________________________________________

Net income (loss):
  Health and Life Insurance and
    Services                              $   288.1     $   280.6     $   386.0
  Financial Services                         (808.8)        (17.2)       (156.9)
  Commercial Property-Casualty
    Insurance and Services                   (115.9)       (245.4)        139.5
  Personal Property-Casualty                   (3.3)        (36.2)        (28.6)
  International                                24.6          12.9          26.4
                                          _____________________________________
  Income (loss) from continuing
    operations before extraordinary
    item and cumulative effect
    adjustments                              (615.3)         (5.3)        366.4
  Discontinued operations, net of tax          27.0         173.8         138.8
                                          _____________________________________
  Income (loss) before extraordinary
    item and cumulative effect
    adjustments                              (588.3)        168.5         505.2
  Extraordinary loss on
    debenture redemption                       (4.7)            -             -
  Cumulative effect adjustments               227.1        (112.5)            -
                                          _____________________________________
Net income (loss)                         $  (365.9)    $    56.0     $   505.2
_______________________________________________________________________________

</TABLE>


<PAGE> 86

Notes to Financial Statements (continued)

14.  Segment Information (1)(2)(3)(4)(5)(6)(7)(continued)

<TABLE>

<CAPTION>

(Millions)                                  1993           1992     
_____________________________________________________________________

<S>                                         <C>            <C>
Assets:
  Health and Life Insurance and Services    $  8,803.2     $  8,379.2
  Financial Services                          64.263.0       58,324.1
  Commercial Property-Casualty Insurance
    and Services                              17,737.1       18,177.1
  Personal Property-Casualty                   4,013.6        4,742.0
  International                                5,219.8        4,897.2
                                            _________________________
    Total assets                            $100,036.7     $ 94,519.6
_____________________________________________________________________

<FN>

(1) The 1993 results from continuing operations before extraordinary item and cumulative effect 
    adjustments include an after-tax loss on the discontinuance of fully guaranteed large case 
    pension products of $825.0 million ($1,270.0 million pretax).  This loss affected the 
    Financial Services segment only.

(2) Assets at December 31, 1993 include $15.0 billion of assets attributable to discontinued 
    products.  Discontinued products are included in the Financial Services segment.

(3) The 1993 results from continuing operations before extraordinary item and cumulative effect 
    adjustments were increased by $78.0 million ($120.0 million pretax) related to the current 
    year impact of discounting certain workers' compensation life table indemnity reserves.  
    This benefit affected the Commercial Property-Casualty segment only.

(4) The 1993 results from continuing operations before extraordinary item and cumulative effect 
    adjustments include a net benefit of $21.8 million related to a change in the federal 
    corporate tax rate from 34% to 35%.   Of the $21.8 million benefit, $2.9 million reduced 
    Health and Life Insurance and Services results, $.6 million reduced Financial Services 
    results, $21.8 million increased Commercial Property-Casualty results, $2.9 million increased 
    Personal Property-Casualty results, and $.6 million increased International results.

(5) The 1993 and 1992 results reflect after-tax severance and facilities charges of $200.0 
    million ($308.0 million pretax) and $95.7 million ($145.0 million pretax), respectively.  Of 
    the total 1993 charge, $57.5 million ($88.5 million pretax) was allocated to Health and Life 
    Insurance and Services, $33.9 million ($52.2 million pretax) to Financial Services, $69.9 
    million ($107.6 million pretax) to Commercial Property-Casualty, $30.7 million ($47.4 million 
    pretax) to Personal Property-Casualty and $8.0 million ($12.3 million pretax) to 
    International.  Of the total 1992 charge, $35.7 million ($54.1 million pretax) was allocated 
    to Health and Life Insurance and Services, $3.7 million ($5.6 million pretax) to Financial 
    Services, $25.6 million ($38.8 million pretax) to Commercial Property-Casualty, $30.3 million 
    ($46.0 million pretax) to Personal Property-Casualty and $.4 million ($.5 million pretax) to 
    International.

(6) The 1992 results from continuing operations before extraordinary item and cumulative effect 
    adjustments were reduced by $39.0 million ($59.2 million pretax), related to the current year 
    impact of adopting FAS No. 106.  Of the total 1992 after-tax impact for continuing 
    operations, $18.8 million ($28.4 million pretax) was attributable to Health and Life 
    Insurance and Services, $2.7 million ($4.2 million pretax) to Financial Services, $11.5 
    million ($17.5 million pretax) to Commercial Property-Casualty, $5.5 million ($8.2 million 
    pretax) to Personal Property-Casualty, and $.5 million ($.9 million pretax) to International.

(7) The 1991 results from continuing operations before extraordinary item and cumulative effect 
    adjustments included a "fresh start" benefit of $59.6 million.  Of the total 1991 "fresh 
    start" benefit for continuing operations, $48.9 million was attributable to Commercial 
    Property-Casualty and $10.7 million to Personal Property-Casualty.  There were no "fresh 
    start" benefits in 1992 and 1993.

</TABLE>


<PAGE> 87

Notes to Financial Statements (continued)

15.  Reinsurance

The company utilizes reinsurance agreements to reduce its exposure to 
large losses in all aspects of its insurance business.  Reinsurance 
permits recovery of a portion of losses from reinsurers, although it 
does not discharge the primary liability of the company as direct 
insurer of the risks reinsured.  The company evaluates the financial 
strength of potential reinsurers and continually monitors the financial 
condition of present reinsurers.

Prepaid reinsurance premiums were $.3 billion at December 31, 1993 and 
1992, respectively.  A summary of earned premiums for the years ended 
December 31 follows:

Earned Premiums:

<TABLE>

<CAPTION>
                                                      Ceded to       Assumed
                                       Direct         Other          from Other     Net
(Millions)                             Amount         Companies      Companies      Amount   
______________________________________________________________________________________________
1993                                                                                          
______________________________________________________________________________________________

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

Life insurance                         $  1,966.1     $     78.0     $     63.9     $  1,952.0
Accident and health insurance             3,885.2           47.5           28.0        3,865.7
Property-casualty insurance               5,577.8        1,312.8          492.2        4,757.2
                                       _______________________________________________________
  Total earned premiums                $ 11,429.1     $  1,438.3     $    584.1     $ 10,574.9
______________________________________________________________________________________________
1992                                                                                         
______________________________________________________________________________________________

Life insurance                         $  2,044.4     $    144.2     $     52.6     $  1,952.8
Accident and health insurance             3,708.5           53.6           25.1        3,680.0
Property-casualty insurance               6,153.4        1,530.4          538.1        5,161.1
                                       _______________________________________________________
  Total earned premiums                $ 11,906.3     $  1,728.2     $    615.8     $ 10,793.9
______________________________________________________________________________________________
1991                                                                                         
______________________________________________________________________________________________

Life insurance                         $  1,926.1     $    188.3     $     44.6     $  1,782.4
Accident and health insurance             3,615.1           49.2           21.3        3,587.2
Property-casualty insurance               6,963.5        1,546.6          658.1        6,075.0
                                       _______________________________________________________
  Total earned premiums                $ 12,504.7     $  1,784.1     $    724.0     $ 11,444.6
______________________________________________________________________________________________
</TABLE>

There is not a material difference in premiums on a written versus an 
earned basis.

Ceded current and future benefits were $1.3 billion, $1.7 billion and 
$1.3 billion for the years ended December 31, 1993, 1992 and 1991, 
respectively.

A property-casualty subsidiary of the company acts as a servicing 
carrier for several involuntary pools.  This business is ceded 
completely to the pools, and the company has no direct underwriting risk 
associated with it.  Reinsurance recoverables for this business were 
approximately $1.9 billion, $2.0 billion and $2.2 billion in 1993, 1992 
and 1991, respectively.  The company also participates as a member in a 
number of the involuntary pools, and as a result assumes its share of 
premiums and losses associated with these pools.


<PAGE> 88

Notes to Financial Statements (continued)

16.  Commitments and Contingent Liabilities

Off-Balance-Sheet Financial Instruments

The company utilizes financial instruments with off-balance-sheet risk 
in the normal course of business in order to manage investment returns 
and to align maturities, interest rates, currency rates and funds 
availability with its obligations.  Financial instruments used for such 
purposes include futures and forward contracts, and swap agreements.  In 
order to meet the financing needs of its customers, the company also is 
a party to financial guarantees and commitments to accept deposits, 
extend credit and fund partnerships.  All of these instruments involve, 
to varying degrees, elements of market risk in excess of the amount 
recognized in the Consolidated Balance Sheets.  Market risk is the 
possibility that future changes in market prices may make a financial 
instrument less valuable.  The amount of market risk related to forward 
contracts to sell investments, interest rate and currency rate swaps, 
and commitments to accept deposits is not material.  Unless otherwise 
noted, the company does not require collateral or other security to 
support the financial instruments discussed below.

Foreign Exchange Forward Contracts

Foreign exchange forward contracts are agreements to exchange fixed 
amounts of two different currencies at a specified future date and at a 
specified price.  The company enters into foreign exchange forward 
contracts primarily as a hedge against foreign currency fluctuations.  
Risk results from fluctuations in translation rates and the possibility 
of non-performance by counterparties which could result in an unhedged 
position.  At December 31, 1993 and 1992, the company had contracts to 
sell $875.4 million and $619.3 million and contracts to buy $26.9 
million and $14.8 million of various foreign currencies.  The contract 
amounts of these instruments reflect the company's extent of involvement 
in this particular type of financial instrument and do not represent the 
company's risk of loss.  The fair value of the foreign exchange forward 
contacts at December 31, 1993 approximated the cost to the company of 
acquiring such contracts.

Futures and Forward Contracts 

Futures and forward contracts represent commitments to either purchase 
or sell securities or money market instruments at a specified future 
date and at a specified price or yield.  The inability of counterparties 
to perform under the terms of the contracts may result in a higher 
replacement cost.  Also, there is potential for change in the value of 
the securities underlying the futures or forward contracts.  At December 
31, 1993 and 1992, the company had futures contracts to purchase $141.2 
million and $641.9 million of U.S. Treasury securities.  At December 31, 
1993, the company had forward contracts to purchase investments of 
$273.6 million.  At December 31, 1992 the company had no significant 
forward contracts.  The contract amounts of these instruments reflect 
the company's extent of involvement in this particular type of financial 
instrument and do not represent the company's risk of loss.  The fair 
value of the futures and forward contracts at December 31, 1993 
approximated the cost to the company of acquiring such contracts.


<PAGE> 89

Notes to Financial Statements (continued)

16.  Commitments and Contingent Liabilities (continued)

Commitments

Commitments to extend credit are legally binding agreements to lend 
moneys at a specified interest rate and within a specified time period.  
Risk arises from the potential inability of counterparties to perform 
under the terms of the contracts and from interest rate fluctuations.  
The company's exposure to credit risk is minimized by the existence of 
conditions within the commitment agreements which release the company 
from its obligations in the event of a material adverse change in the 
counterparty's financial condition.  At December 31, 1993 and 1992, the 
company had $130.2 million and $69.5 million, respectively, in 
commitments to fund partnerships and $64.0 million and $8.7 million, 
respectively, in commitments to fund commercial mortgage loans.

Financial Guarantees

The company no longer writes municipal bond insurance and such business 
previously written by the company was reinsured with another company.  
It is not practicable to estimate the fair value of the business that 
has been ceded. 

The Aetna Casualty and Surety Company, a subsidiary of Aetna Life and 
Casualty Company, also was a writer of financial guarantees on 
obligations secured by real estate, corporate debt obligations, and of 
municipal and non-municipal tax-exempt entities through December 31, 
1987, and ceased writing such guarantees as of January 1, 1988.  The 
aggregate net par value of financial guarantees outstanding at December 
31, 1993 and 1992 was $930.3 million and $1.1 billion, respectively.  
Future run-off of financial guarantees as of December 31, 1993 is 
estimated to be $89.6 million for 1994, $233.0 million for 1995, $30.4 
million for 1996, $171.4 million for 1997, $281.4 million for 1998 and 
$124.5 million thereafter.  It was not practicable to estimate a fair 
value for the company's financial guarantees because the company no 
longer writes such guarantees, there is no quoted market price for such 
contracts, and it is not practicable to reliably estimate the timing and 
amount of all future cash flows due to the unique nature of each of 
these contracts.

Total reserves for the financial guarantee business, which include 
reserves for defaults, probable losses not yet identified, and unearned 
premiums, were $80.2 million and $74.6 million at December 31, 1993 and 
1992, respectively. Premium income received from such guarantees is 
recognized pro rata over the contract coverage period.

Reinsurance Agreement

In connection with the sale of Am Re (see Note 3), Am Re and the company 
entered into a reinsurance agreement which provides that to the extent 
Am Re incurred losses in 1991 and prior that are still outstanding at 
January 1, 1992 in excess of $2.7 billion (or $362 million in excess of 
Am Re's reserves as of December 31, 1991, adjusted for certain 
reinsurance transactions), the company has an 80% participation in 
payments on those losses up to a maximum payment by the company of $500 
million.  The company does not expect to, and has not yet been required 
to make any payments under this agreement.


<PAGE> 90

Notes to Financial Statements (continued)

16.  Commitments and Contingent Liabilities (continued)

Concentrations of Credit Risk

Disclosure of concentrations of credit risk for bonds and mortgage loans 
is incorporated herein by reference to Management's Discussion and 
Analysis of Financial Condition and Results of Operations on pages 33 
through 42.  There were no material concentrations of off-balance-sheet 
financial instruments at December 31, 1993.

Leases

The company has entered into operating leases for office space and 
certain computer, word processing and other equipment.  Rental expenses 
for these items were $267.4 million, $312.0 million and $305.1 million 
for 1993, 1992 and 1991, respectively.  Future net minimum payments 
under non-cancelable leases as of December 31, 1993 are estimated to be 
$197.5 million for 1994, $167.3 million for 1995, $136.0 million for 
1996, $106.0 million for 1997, $78.5 million for 1998 and $732.6 million 
thereafter.

Included in these future payments are $113.5 million and $410.4 million, 
attributable to the next five and subsequent ten years, respectively, of 
a subordinated master lease for office space.  The company, as the major 
sublessee, is obligated to pay $67.8 million for its own space during 
the next six years.

Regulatory Environment

In March 1992, the California Insurance Commissioner ("Commissioner") 
issued a notice of hearing to the company requiring that it show cause 
why it should not be ordered to pay refunds with interest pursuant to 
Proposition 103.  Proposition 103 is a voter initiative adopted in 
November 1988 which requires, among other things, certain premium 
rollbacks or refunds by insurance companies.  The Commissioner alleged 
that the company's refund obligation was $110 million, plus 10% interest 
from May 1989 (or $51 million as of December 31, 1993).

On January 13, 1994, the company entered into a stipulation with the 
California Department of Insurance ("Department") under which the 
company agreed to make refunds of $31 million, including interest, with 
respect to certain California policies issued or renewed between 
November 8, 1988 and November 7, 1989.  The Department has agreed that 
this refund, when finalized, shall constitute the company's complete and 
entire rollback and refund obligation.  Given applicable reserves, the 
agreement with the Department will not materially affect the company's 
earned premium revenue or net income.


<PAGE> 91

Notes to Financial Statements (continued)

16.  Commitments and Contingent Liabilities (continued)

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.

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.

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.


<PAGE> 92

Notes to Financial Statements (continued)

16.  Commitments and Contingent Liabilities (continued)

Litigation (continued)

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 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.  In an upcoming status conference, the court will set a 
case management plan outlining future conduct of the 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.


<PAGE> 93

Independent Auditors' Report

The Shareholders and Board of Directors
Aetna Life and Casualty Company:

We have audited the consolidated balance sheets of Aetna Life and 
Casualty Company and Subsidiaries as of December 31, 1993 and 1992, and 
the related consolidated statements of income, shareholders' equity, and 
cash flows for each of the years in the three-year period ended December 
31, 1993.  These consolidated financial statements are the 
responsibility of the company's management.  Our responsibility is to 
express an opinion on these consolidated financial statements based on 
our audits.

We conducted our audits in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audit 
to obtain reasonable assurance about whether the financial statements 
are free of material misstatement.  An audit includes examining, on a 
test basis, evidence supporting the amounts and disclosures in the 
financial statements.  An audit also includes assessing the accounting 
principles used and significant estimates made by management, as well as 
evaluating the overall financial statement presentation.  We believe 
that our audits provide a reasonable basis for our opinion.

In our opinion, the aforementioned consolidated financial statements 
present fairly, in all material respects, the financial position of 
Aetna Life and Casualty Company and Subsidiaries at December 31, 1993 
and 1992, and the results of their operations and their cash flows for 
each of years in the three-year period ended December 31, 1993, in 
conformity with generally accepted accounting principles.

As discussed in Note 1 to the consolidated financial statements, in 1993 
the company changed its methods of 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 1992, the company changed its methods of accounting for 
income taxes and postretirement benefits other than pensions.



KPMG PEAT MARWICK


Hartford, Connecticut
February 8, 1994


<PAGE> 94
Quarterly Data (Unaudited)
<TABLE>
<CAPTION>
(Millions, except per share data)                First         Second        Third         Fourth   
_____________________________________________________________________________________________________
<S>                                              <C>           <C>           <C>           <C>
1993 (1)(2)(3)(4)(5)(6)(7)(8)                                                                       
_____________________________________________________________________________________________________
Total revenue                                    $  4,294.1    $  4,326.5    $  4,302.9    $  4,194.2
_____________________________________________________________________________________________________
Income (Loss) from continuing operations
 before income taxes, extraordinary item
 and cumulative effect adjustments               $    191.3    $    151.1    $    285.2    $ (1,775.0)
Federal and foreign income taxes (benefits)            52.0            .3          59.6        (644.0)
                                                 ____________________________________________________
Income (Loss) from continuing operations
 before extraordinary item and cumulative
 effect adjustments                                   139.3         150.8         225.6      (1,131.0)
Discontinued operations, net of tax                    27.0             -             -             -
                                                 ____________________________________________________
Income (Loss) before extraordinary item
 and cumulative effect adjustments                    166.3         150.8         225.6      (1,131.0)
Extraordinary loss on debenture redemption                -          (4.7)            -             -
Cumulative effect adjustments                         227.8             -             -           (.7)
                                                 ____________________________________________________
Net income (loss)                                $    394.1    $    146.1    $    225.6    $ (1,131.7)
_____________________________________________________________________________________________________
Proforma amounts assuming the discounting of
 workers' compensation life table indemnity
 reserves is applied retroactively:
Income (Loss) from continuing operations         $    139.3    $    150.8    $    225.6    $ (1,131.0)
Net income (loss)                                $    144.1    $    146.1    $    225.6    $ (1,131.7)
_____________________________________________________________________________________________________
Proforma amounts assuming the accounting
 for retrospectively rated reinsurance
 contracts is applied retroactively:
Income (loss) from continuing operations         $    139.3    $    150.8    $    225.6    $ (1,131.0)
Net income (loss)                                $    367.8    $    146.1    $    225.6    $ (1,131.7)
_____________________________________________________________________________________________________
Per Share Results:
Income (Loss) from continuing operations
 before extraordinary item and cumulative
 effect adjustments                              $     1.26    $     1.36    $     2.03    $   (10.09)
Discontinued operations, net of tax                     .25             -             -             -
                                                 ____________________________________________________
Income (Loss) before extraordinary item
 and cumulative effect adjustments                     1.51          1.36          2.03        (10.09)
Extraordinary loss on debenture redemption                -          (.04)            -             -
Cumulative effect adjustments                          2.06             -             -          (.01)
                                                 ____________________________________________________
Net income (loss)                                $     3.57    $     1.32    $     2.03    $   (10.10)
_____________________________________________________________________________________________________
Proforma amounts assuming the discounting of
 workers' compensation life table indemnity
 reserves is applied retroactively:
Income (Loss) from continuing operations         $     1.26    $     1.36    $     2.03    $   (10.09)
Net income (loss)                                $     1.31    $     1.32    $     2.03    $   (10.10)
_____________________________________________________________________________________________________
Proforma amounts assuming the accounting
 for retrospectively rated reinsurance
 contracts is applied retroactively:
Income (loss) from continuing operations         $     1.26    $     1.36    $     2.03    $   (10.09)
Net income (loss)                                $     3.33    $     1.32    $     2.03    $   (10.10)
_____________________________________________________________________________________________________
Common Stock Data:
Dividends Declared                               $      .69    $      .69    $      .69    $      .69
Common Stock Prices, High                             53.00         55.75         60.00         65.88
Common Stock Prices, Low                              44.00         48.63         54.25         58.63
_____________________________________________________________________________________________________
<FN>
The sum of quarterly earnings per share amounts does not necessarily equal the full year's amount, 
since they are calculated independently.
Common stock prices are as reported on the NYSE-Composite Tape.
See Notes to Financial Statements.
(1) The 1993 net loss includes net capital losses from additions to reserves for mortgage loans and real
    estate and real estate write-downs, after taxes and after gains and losses allocated to experience
    rated pension contractholders, of $70.3 million, $94.8 million, $79.2 million and $173.3 million for
    the first, second, third and fourth quarters of 1993, respectively.
(2) First quarter 1993 net income includes a charge of $48.5 million related to the 
    cumulative effect of adopting FAS No. 112, Employers' Accounting for Postemployment Benefits.
(3) First quarter 1993 net income includes a benefit of $26.3 million related to the cumulative 
    effect of the change in accounting for retrospectively rated reinsurance contracts.
(4) Third quarter 1993 results from continuing operations before extraordinary item and cumulative 
    effect adjustments include a net benefit of $21.8 million related to a change in the federal 
    corporate tax rate from 34% to 35%.
(5) First quarter 1993 net income includes a benefit of $250.0 million related to the cumulative effect
    of adopting discounting of workers' compensation life table indemnity reserves.  The current year 
    impact of this change was an increase to after-tax results of $78.0 million in the fourth quarter
    of 1993. The current year impact did not have an effect on results for the first three quarters 
    of 1993.  Fourth quarter 1993 results include an after-tax charge of $259.0 million for reserve
    additions for certain workers' compensation exposures.
(6) The 1993 fourth quarter results reflect a loss of $825.0 million ($1.3 billion pretax) on the 
    discontinuance of fully guaranteed large case pension products.
(7) Fourth quarter 1993 results reflect an after-tax severance and facilities charge of $200.0 million 
    ($308.0 million pretax).
(8) Fourth quarter 1993 net loss includes a charge of $.7 million related to the cumulative effect
    of adopting FAS No. 115, Accounting for Certain Investments in Debt and Equity Securities.
</TABLE>

<PAGE> 95

Quarterly Data (Unaudited) - (continued)

<TABLE>
<CAPTION>
(Millions, except per share data)                First         Second        Third         Fourth  
____________________________________________________________________________________________________
<S>                                              <C>           <C>           <C>           <C>
1992 (1)(2)(3)(4)(5)                                                                               
____________________________________________________________________________________________________
Total revenue                                    $ 4,516.7     $ 4,273.3     $ 4,409.2     $ 4.298.0
____________________________________________________________________________________________________
Income (Loss) from continuing operations
 before income taxes and cumulative effect
 adjustments                                     $   201.3     $  (141.1)    $   136.1     $  (317.7)
Federal and foreign income taxes (benefits)           46.9         (68.0)         30.8        (125.8)
                                                 ___________________________________________________
Income (Loss) from continuing operations
 before cumulative effect adjustments                154.4         (73.1)        105.3        (191.9)
Discontinued operations, net of tax                   76.8          27.9          69.1             -
                                                 ___________________________________________________
Income (Loss) before cumulative effect
 adjustments                                         231.2         (45.2)        174.4        (191.9)
Cumulative effect adjustments                       (112.5)            -             -             -
                                                 ___________________________________________________
Net income (loss)                                $   118.7     $   (45.2)    $   174.4     $  (191.9)
____________________________________________________________________________________________________
Proforma amounts assuming the discounting of
 workers' compensation life table indemnity
 reserves is applied retroactively:
Income (Loss) from continuing operations         $   149.0     $   (62.3)    $   103.7     $  (193.8)
Net income (loss)                                $   113.3     $   (34.4)    $   172.8     $  (193.8)
____________________________________________________________________________________________________
Proforma amounts assuming the accounting
 for retrospectively rated reinsurance
 contracts is applied retroactively:
Income (Loss) from continuing operations         $   156.5     $   (64.6)    $    69.8     $  (188.4)
Net income (loss)                                $   120.8     $   (36.7)    $   138.9     $  (188.4)
____________________________________________________________________________________________________
Per Share Results:
Income (Loss) from continuing operations
 before cumulative effect adjustments            $    1.40     $    (.66)    $     .95     $   (1.74)
Discontinued operations, net of tax                    .69           .25           .64             -
                                                 ___________________________________________________
Income (Loss) before cumulative effect
 adjustments                                          2.09          (.41)         1.59         (1.74)
Cumulative effect adjustments                        (1.02)            -             -             -
                                                 ___________________________________________________
Net income (loss)                                $    1.07     $    (.41)    $    1.59     $   (1.74)
____________________________________________________________________________________________________
Proforma amounts assuming the discounting of
 workers' compensation life table indemnity
 reserves is applied retroactively:
Income (Loss) from continuing operations         $    1.35     $    (.56)    $     .94     $   (1.76)
Net income (loss)                                $    1.03     $    (.31)    $    1.57     $   (1.76)
____________________________________________________________________________________________________
Proforma amounts assuming the accounting
 for retrospectively rated reinsurance
 contracts is applied retroactively:
Income (loss) from continuing operations         $    1.43     $    (.59)    $     .62     $   (1.71)
Net income (loss)                                $    1.10     $    (.34)    $    1.26     $   (1.71)
____________________________________________________________________________________________________
Common Stock Data:
Dividends Declared                               $     .69     $     .69     $     .69     $     .69
Common Stock Prices, High                            46.63         44.00         44.63         48.63
Common Stock Prices, Low                             41.13         39.38         38.00         41.38
____________________________________________________________________________________________________
<FN>
Earnings per share calculations are based on results of stand-alone quarters.

Common stock prices are as reported on the NYSE-Composite Tape.

See Notes to Financial Statements.

(1) The 1992 net income includes net capital losses from additions to reserves for mortgage loans
    and real estate and real estate write-downs, after taxes and after gains and losses allocated
    to experience rated pension contractholders, of $41.4 million, $104.9 million, $52.4 million
    and $81.5 million for the first, second, third and fourth quarters of 1992, respectively.
(2) First quarter 1992 net income includes a charge of $385.0 million and a benefit of $272.5
    million related to the cumulative effects of adopting FAS No. 106, Employers' Accounting for
    Postretirement Benefits Other Than Pensions, and FAS No. 109, Accounting for Income Taxes,
    respectively.  The results from continuing operations before cumulative effect adjustments
    for the quarters of 1992 have been restated to reflect the current year impact of adopting
    FAS No. 106 and FAS No. 109.  The impact of adopting FAS No. 106 was a reduction to after-tax
    results of $9.9 million, $10.0 million, $9.6 million and $9.5 million for the first, second,
    third and fourth quarters of 1992, respectively.  The impact of adopting FAS No. 109 was a
    decrease to results of $12.0 million, $12.1 million, $11.8 million and $11.9 million, for the
    first, second, third and fourth quarters of 1992, respectively.
(3) Fourth quarter 1992 results include an after-tax charge of $180.0 million for reserve additions
    for certain asbestos and environmental exposures.
(4) Third quarter 1992 results reflect $65.4 million of after-tax losses related to Hurricane Andrew.
    Of this amount, $53.4 million was attributable to continuing operations and $12.0 million to
    discontinued operations.
(5) Second quarter 1992 results reflect an after-tax reorganization charge of $95.7 million
    ($145.0 million pretax) related primarily to severance and benefit costs of expense and staff
    reduction actions.
</TABLE>

<PAGE> 96

Appendix to Exhibit 13

The following information, which is presented in tabular form in this 
exhibit, is presented in the form of pie charts in the printed 1993 
annual report to shareholders of Aetna Life and Casualty Company:

<TABLE>

<CAPTION>

Page No. in this Exhibit      Description                                          
________________________      ______________________________________________________

<S>                           <C>

           32                 Invested Assets of Life Companies
           32                 Invested Assets of Property-Casualty Companies
           33                 Bond Quality Ratings
           33                 Bond Investments by Market Sector
           40                 Problem Mortgage Loans by Property Type
           40                 Geographic Distribution of Problem Mortgage Loans
           40                 Restructured Mortgage Loans by Property Type
           40                 Geographic Distribution of Restructured Mortgage Loans
           42                 Property Held for Sale by Property Type
           42                 Geographic Distribution of Property Held for Sale

</TABLE>






<PAGE> 1

By-Laws

Aetna Life and Casualty Company
Hartford, Connecticut

Article I
Shareholders' Meetings

Section 1.  The Annual Meeting of the Shareholders of the Company shall 
be held at such time and place as the Board of Directors may prescribe.

Section 2.  At any meeting of the shareholders, only such business may 
be conducted as shall have been properly brought before the meeting and 
as shall have been determined to be lawful and appropriate for 
consideration by shareholders at the meeting.  To be properly brought 
before a meeting, the business must be (a) specified in the notice of 
meeting, (b) otherwise properly brought before the meeting by or at the 
direction of the Board of Directors or the Chairman, or (c) otherwise 
properly brought before the meeting by a shareholder.  For business to 
be properly brought before a meeting by a shareholder pursuant to clause 
(c) above, the shareholder must have given written notice of such 
shareholder's intent to present such business, either by personal 
delivery or by United States mail, postage prepaid, to the Secretary of 
the Company not later than 90 days prior to the date such meeting is to 
be held; provided, however, notice by the shareholder shall be timely in 
any event if received not later than the close of business on the 10th 
day following the day on which public disclosure of the date of the 
meeting was made.  Such shareholder's notice shall set forth as to each 
matter the shareholder proposes to bring before the meeting (a) a brief 
description of the business desired to be brought before the meeting and 
the reasons for conducting such business at the meeting, (b) the name 
and address, as they appear on the Company's books, of such shareholder, 
(c) the class and number of shares of capital stock of the Company which 
are beneficially owned by such shareholder, and (d) any material 
interest of such shareholder in such business.  Notwithstanding anything 
in these By-Laws to the contrary, no business shall be conducted at a 
meeting except in accordance with the procedures set forth in this 
Section 2.  The chairman of the meeting shall, if the facts warrant, 
determine and declare to the meeting that business was not properly 
brought before the meeting in accordance with the procedures prescribed 
herein, or that business was not lawful or appropriate for consideration 
by shareholders at the meeting, and if the chairman of the meeting 
should so determine, the chairman of the meeting shall so declare to the 
meeting and any such business not properly brought before the meeting 
shall not be transacted at that meeting.


<PAGE> 2

Section 3.  Nomination of persons for election to the Board of Directors 
of the Company may be made by the Board of Directors or by any 
shareholder of the Company entitled to vote for the election of 
Directors.  Any shareholder entitled to vote for the election of 
Directors at a meeting may nominate persons for the election of 
Directors only if written notice of such shareholder's intent to make 
such nomination is given, either by personal delivery or by United 
States mail, postage prepaid, to the Secretary of the Company not later 
than 90 days prior to the date such meeting is to be held; provided, 
however, that notice by the shareholder shall be timely in any event if 
received not later than the close of business on the 10th day following 
the day on which public disclosure of the date of the meeting was made.  
Such shareholder's notice shall set forth (a) as to each person whom the 
shareholder proposes to nominate for election or re-election as a 
Director, (i) the name, age, business address and residence address of 
such person, (ii) the principal occupation or employment of such person, 
(iii) the class and number of shares of capital stock of the Company 
which are beneficially owned by such person and (iv) any other 
information relating to such person that is required to be disclosed in 
solicitations of proxies for election of Directors, or is otherwise 
required, in each case pursuant to Regulation 14A under the Securities 
Exchange Act of 1934, as amended (including without limitation such 
person's written consent to being named in the proxy statement as a 
nominee and to serving as a Director if elected) and (b) as to the 
shareholder giving the notice, (i) the name and address, as they appear 
on the Company's books, of such shareholder and, (ii) the class and 
number of shares of capital stock of the Company which are beneficially 
owned by such shareholder.  The chairman of the meeting shall, if the 
facts warrant, determine and declare to the meeting that a nomination 
was not made in accordance with the procedures herein prescribed and, if 
the chairman of the meeting should so determine, the chairman shall so 
declare to the meeting and the defective nomination shall be 
disregarded.

Section 4.  Special meetings of the shareholders may be called by the 
Board, the Chairman or the President.  Each such meeting shall be held 
on the date and at the hour specified in the call for the meeting and, 
unless another place within or without the State of Connecticut has been 
specified in any such call by the Board or the Chairman, at the home 
office of the Company in the City of Hartford.

Section 5.  The quorum for each meeting of shareholders shall consist of 
a majority of the voting power of shares entitled to vote at such 
meeting.

Section 6.  The order of and the rules for conducting business at all 
meetings of the shareholders shall be determined by the chairman of the 
meeting.


<PAGE> 3

Article II
Directors

Section 1.  The Board of Directors shall consist of not less than three 
and not more than twenty-one Directors, and the number of directorships 
at any time within such minimum and maximum range shall be the number 
fixed by vote of the Shareholders or Directors or, in the absence 
thereof, shall be the number of Directors elected at the preceding 
Annual Meeting of Shareholders.  If a vacancy in the Board of Directors 
is created by an increase in the number of directorships, it may be 
filled for the unexpired term by action of the Shareholders or by the 
concurring vote of Directors holding a majority of the directorships, 
which number of directorships shall be the number prior to the vote on 
the increase.  All other vacancies in the Board shall be filled in the 
manner provided by law.

Section 2.  Regular meetings of the Board shall be held at such place 
and on such day and hour at such periodic intervals as the Board may 
from time to time designate.  Notice of such regular meetings need not 
be given, but the Secretary shall notify each Director by mail of the 
action of the Board designating or changing the place, period, day, or 
hour of such regular meetings.

Section 3.  Special meetings of the Board shall be held at the call of 
the Chairman, the President or not less than one-third of the Directors 
then in office.

Section 4.  A quorum shall consist of a majority of the Directors at the 
time in office, but not less than two Directors nor less than one-third 
of the number of Directors provided for by Article II, Section 1.

Section 5.  The Board shall fix the compensation of each Director and of 
each member of a committee appointed by the Board pursuant to Article 
III.


Article III
Committees Of The Board

Section 1.  There shall be an Executive Committee consisting of not less 
than three Directors, including the Chairman, who shall be designated by 
the affirmative vote of Directors holding a majority of the 
directorships, at a meeting at which a quorum is present.  The Committee 
may advise with and aid the officers of the Company on matters 
concerning its interests and the management of its business, and 
generally perform such duties and exercise such powers as may be 
directed or delegated by the Board from time to time.  During the 
intervals between meetings of the Board, the Committee shall possess and 
may exercise all of the authority of the Board in the management and 
direction of the business, property and affairs of the Company, subject 
to such limitations as the Board may from time to time impose.

<PAGE> 4

Section 2.  There shall be an Investment Committee consisting of no 
fewer than three Directors, including the Chairman, which Directors 
shall be designated by the affirmative vote of Directors holding a 
majority of the directorships, at a meeting at which a quorum is 
present.  The Committee shall review the investment policies and 
programs of the Company and may direct the sale of such securities and 
other property of the Company, except real property owned and occupied 
by the Company for the conduct of its business, as it may deem best, and 
direct the investment of the funds of the Company (including the 
incurrence of indebtedness and other liabilities in connection 
therewith) in such amounts and in such securities or other property as 
the Committee shall consider for the best interest of the Company.  The 
Committee may perform such other duties and exercise such other powers 
as may be directed or delegated by the Board from time to time.

Section 3.  From time to time the Board, by the affirmative vote of 
Directors holding a majority of the directorships, at a meeting at which 
a quorum is present, (a) may provide for such other committees as the 
Board deems necessary or appropriate to carry out such of its functions 
and responsibilities or to advise it on such matters as may be specified 
in such vote; (b) may alter or amend the functions or responsibilities 
of any such committee theretofore established; and (c) may designate two 
or more Directors to constitute any such committee.

Section 4.  The Board, by the affirmative vote of Directors holding a 
majority of the directorships, at a meeting at which a quorum is 
present, may designate any member of a committee as chairman of that 
committee, may appoint any officer of the Company (or his designate) as 
recorder of that committee, and may designate or provide for the 
designation of one or more Directors as alternate members of that 
committee who may replace any absent or disqualified member at any 
meeting of that committee upon such notice and in such manner as may be 
provided in the vote designating such alternate members.  Each committee 
shall meet at the call of its chairman, the Chairman, the President, the 
Secretary, or any two members of the committee.  The presence of a 
majority of the members of a committee shall be necessary to constitute 
a quorum.  Regular minutes of the proceedings of each committee shall be 
kept in a book provided for that purpose, and all actions of each 
committee shall be reported to the Board.  The members of each committee 
of the Board shall continue in office for such term as may be provided 
in the vote designating them as members (which term shall not exceed 
their term of office as Directors) and until their successors are duly 
designated, unless sooner discharged.


<PAGE> 5

Article IV
Officers

Section 1.  There shall be a Chairman elected by the Board of Directors 
from their own number and a President and a Secretary appointed by the 
Board.  The Board may also appoint one or more Vice Chairmen, Executive 
Vice Presidents and Senior Vice Presidents.  The Board shall fix, or 
authorize any officer or officers to fix, the compensation of any such 
officer.  In addition, the Board may appoint, and fix the compensation 
of, and may authorize any officer or officers to appoint, and to fix the 
compensation of, such additional officers as the Board or such 
authorized officer or officers deem necessary for the proper conduct of 
the business of the Company.

Section 2.  The Chairman shall be the chief executive officer of the 
Company unless the Board vests such position in another officer.  The 
chief executive officer shall be responsible under the direction of the 
Board for the general supervision, management, and control of the 
affairs and property of the Company.  The Chairman shall serve as an ex 
officio member of all committees appointed by the Board except as may be 
otherwise provided in these By-Laws or in the vote appointing a 
committee.  The Chairman shall preside at all meetings of the 
shareholders, the Board and all committees appointed by the Board of 
which he is a member except as may be otherwise provided in the vote 
appointing a committee.  The Chairman, and the chief executive officer 
if they are not the same person, shall have such other authority and 
responsibility and perform such other duties as may from time to time be 
delegated by the Board.

Section 3.  Officers appointed pursuant to Section 1 of this Article IV 
shall be subject to the direction of and shall have such authority and 
perform such duties as may be assigned from time to time by the Board of 
Directors or the chief executive officer.


Article V
Corporate Seal

Section 1.  The corporate seal of the Company consists of the corporate 
name "Aetna Life and Casualty Company" in a circle, and the words 
"Hartford, Conn." within the circle.

Section 2.  The corporate seal shall be in the custody of the Secretary 
and shall be affixed by him or, with the approval of the Chairman, or 
President, by his delegate to documents required to be executed under 
the seal of the Company.  Duplicate seals may be in the possession of 
such other officers of the Company, and affixed to such documents, as 
the Board of Directors, or officers acting under its authorization, may 
from time to time determine necessary or desirable.


<PAGE> 6

Article VI
Amendment Of By-Laws

These By-Laws may be rescinded or amended

(a) by an affirmative vote of the holders of a majority of the voting 
power of shares entitled to vote thereon at a meeting of the 
shareholders in the call for which written notice of such proposed 
action shall have been given, or,

(b) by vote of a majority of the number of Directors provided for by 
Article II, Section 1, at any meeting of the Board upon written notice 
to each Director of the action proposed to be taken.






<PAGE> 1

                    AETNA LIFE AND CASUALTY COMPANY

                     1986 MANAGEMENT INCENTIVE PLAN

                 AS AMENDED EFFECTIVE FEBRUARY 25, 1994


                               Article 1

                                Purpose

The purpose of this Plan is to provide a general incentive for 
designated key executive employees of the Companies in order to improve 
operating results of the Companies and to reward for the accomplishment 
of financial and strategic objectives of the Companies.


                               Article 2

                              Definitions

2.1  "Aetna" means Aetna Life and Casualty Company.

2.2  "Award" means the amount, expressed in dollars, which is granted to 
a Participant.

2.3  "Board" means the Board of Directors of Aetna.

2.4  "Committee" means the Committee on Compensation and Organization of 
the Board or any successor thereto.

2.5  "Common Stock" means the Common Capital Stock, without par value, 
of Aetna.

2.6  "Companies" means one or more of Aetna, any of Aetna's affiliated 
companies, and any other entity as to which (a) Aetna or any of Aetna's 
affiliated companies holds or is seeking to acquire an ownership 
interest, and (b) has been included in the Plan by the Committee.

2.7  "Deferral Period" means the period of time during which an Award or 
any portion thereof is being deferred (a) in such bookkeeping account as 
shall be determined by the Committee in accordance with the terms of the 
Plan or (b) pursuant to a Timely Election made by the Participant, 
unless such period is terminated earlier by action of the Committee 
taken pursuant to Section 6.3.  For purposes of Section 6.1 the 
mandatory Deferral Period shall end on such date as determined by the 
Committee or the taking of action by the Committee in accordance with 
Section 6.3, whichever is the first to occur.

2.8  "Disability" means the occurrence of an event which would entitle a 
Participant to the payment of disability income under a specific long-
term disability income plan approved by the Companies and under which 
the Participant is enrolled, as such plan may be amended from time to 
time.

2.9  "Participant" means certain key executive employees of the 
Companies as designated by the Committee pursuant to Article 4.


<PAGE> 2

2.10  "Performance Year:" means the year for which a Participant's 
contribution to the Companies will be evaluated pursuant to Article 5 
for purposes of deciding whether such Participant will receive an Award.

2.11  "Plan" means this 1986 Management Incentive Plan.

2.12  "Retirement" means the retirement of the Participant from active 
service with the Companies at or after the age at which full pension 
benefits are provided under a specific retirement plan approved by the 
Companies and under which the Participant is enrolled, as such plan may 
be amended from time to time.  If a Participant terminates his 
employment prior to reaching such age, "Retirement" shall be deemed to 
have occurred, for purposes of Section 6.2 only, when such Participant 
reaches such age.

2.13  "Stock Unit" means a unit of interest having at all times a value 
equal to the market value of one share of Common stock (as determined 
pursuant to Section 7 hereof).

2.14  "Stock Unit Account" means the account maintained for any 
Participant to reflect Stock Units credited to the Participant under the 
Plan.

2.15  "Timely Election" means an election made in accordance with 
Section 6.4 hereof to exercise one or more of the deferred payment 
options provided under the Plan.


                               Article 3

                       Administration of the Plan

3.1  The Plan shall be administered by the Committee.  The Committee 
shall have the responsibility of construing and interpreting the Plan 
and of establishing and amending such rules and regulations as it deems 
necessary or desirable for the proper administration of the Plan.  Any 
decision or action taken or to be taken by the Committee, arising out of 
or in connection with the construction, administration, interpretation 
and effect of the Plan and of its rules and regulations, shall, to the 
fullest extent permitted by law, be within its absolute discretion and 
shall be conclusive and binding upon all Participants and any person 
claiming under or through any Participant.

3.2  Any member of the Board who is an officer of the Companies shall be 
without vote on (a) any Award for such member, (b) any proposed 
amendment to the Plan, or (c) any other matter which affects such 
member's individual interest under the Plan; and such member's presence 
shall not be counted in determining whether a quorum is present at any 
meeting at which a vote involving the Plan or individual rights 
thereunder is taken.


                               Article 4

                     Determination of Participants

4.1  The Committee shall designate as a Participant in the Plan any 
executive employee of the Companies who, in the opinion of the 
Committee, is in a position to have a direct and significant impact on 
the financial or strategic objectives of the Companies.

4.2  Directors who are not employees of the Companies shall not be 
eligible to participate in the Plan.

<PAGE> 3

                               Article 5

                        Determination of Awards

5.1  The Committee shall determine which Participants are to be granted 
Awards and the amount of each Award, subject to approval of each Award 
by the Board; provided, however, that, unless otherwise determined by 
the Committee, no Award shall exceed 80% of the salary of such 
Participant, subject to any limitation which may be imposed by law.  An 
Award shall be deemed "granted" hereunder on the date such Award is 
approved by the Board.

5.2  In making its determinations, the Committee shall give primary 
consideration to the degree to which the Participant has met defined 
objectives and materially contributed to the overall results of the 
Companies for that Performance Year.  To assist it in making these 
determinations, the Committee will be furnished with specific 
recommendations for Awards from the Chairman of Aetna (except with 
respect to the Chairman's own Award) and may consider such other advice 
and recommendations as it deems appropriate.


                               Article 6

                           Payment of Awards

6.1  For each Award, the Committee may provide that a certain percentage 
be mandatorily deferred for the Deferral period.  The percentage of the 
mandatory deferral shall be such percent as determined by the Committee.  
The percentage of each Award so deferred shall be placed in such 
bookkeeping account as determined by the Committee, and, at the end of 
the mandatory Deferral period, the value of the account shall be payable 
in cash, except to the extent that the Participant has made a Timely 
Election to place all or a portion of such deferral payment under one or 
more of the further deferral options set forth in Section 6.2, in which 
case such further deferral payment (except to the extent deferred under 
a Stock Unit Account) shall increase from the end of the mandatory 
Deferral Period to the date or dates on which the further deferred 
payment is made, according to a formula to be determined from time to 
time by the Board.

6.2  The percentage of each Award not deferred pursuant to Section 6.1 
shall be paid in cash within a reasonable period of time after the date 
such Award is granted except to the extent that the participant has made 
a Timely Election to place all or a portion of the Award under one or 
more of the deferral options set forth below or such other deferral 
option as shall be determined from time to time by the Committee.

  (a) Deferred cash paid in installments over a period of three years, 
      the first such installment to be paid one year from the date the 
      Award is granted.

  (b) Deferred cash paid:  (i) in a lump sum at Retirement; (ii) in a 
      lump sum in January of the year immediately following the year of 
      Retirement; or (iii) in installments over either a five-year or a 
      ten-year period commencing with Retirement or in January of the 
      year immediately following the year of Retirement.


<PAGE> 4

  (c) Deferral under a Stock Unit Account, the value of such Account to 
      be payable in a cash lump sum (i) at the end of five years from 
      the date the Award is granted, (ii) at Retirement, (iii) in 
      January of the year immediately following the year of Retirement; 
      or (iv) in cash installments over either a five-year or ten-year 
      period commencing with Retirement or in January of the year 
      immediately following the year of Retirement.

Cash payments deferred pursuant to any of the above options (except to 
the extent deferred under a Stock Unit Account) shall increase from the 
date the award is granted to the date or dates on which the Award is 
paid according to a formula to be determined from time to time by the 
Board.

6.3  The Committee may accelerate payment of all or a portion of any 
Award deferred in accordance with Sections 6.1 and 6.2 hereof whenever, 
following the death, Disability, Retirement or other termination of 
employment of a Participant, it determines that circumstances warrant 
such action.  The Committee may also, in its sole discretion, accelerate 
payment of all or a portion of any Award deferred in accordance with 
Sections 6.1 and 6.2 hereof if a Participant incurs financial hardship 
due to an unforeseeable emergency beyond the Participant's control.

6.4  In order to elect one or more of the deferred payment options 
offered in Section 6.2 hereof, the Participant must file a properly 
executed election with the Companies on a form and at a place prescribed 
by the Committee for such purpose prior to rendering any services in the 
Performance Year for which the Award is based.  Elections made under the 
Management Incentive Plan (MIP) to defer awards to be granted under MIP 
for the 1986 performance year shall be operative and binding under the 
Plan to defer Awards to be granted for the 1986 Performance Year, for 
employees whose eligibility was transferred from MIP to the Plan, except 
that elections under MIP to receive Common Stock shall be paid in cash 
under the Plan.

6.5  The amount of each Award placed in a Stock Unit Account pursuant to 
Section 6.1 or 6.2 hereof shall be used to credit a number of whole and 
fractional Stock Units equal to the number of whole and fractional 
shares of Common Stock such amount could have purchased on the date such 
Award was granted.  Thereafter, during the Deferral Period, an amount 
equal to any cash dividends which are declared on the shares of Common 
Stock represented by the Stock Units shall be used on the record date 
for such dividends to credit as many additional whole and fractional 
Stock Units as the number of whole and fractional shares of Common Stock 
such amount could have purchased on such record date.

In the event of any recapitalization of Aetna involving the Common Stock 
which has the immediate effect of increasing or decreasing the value of 
the Common Stock, the Committee shall make such adjustment to each Stock 
Unit Account as the Committee, in the exercise of its sole discretion, 
shall deem necessary in order to make the aggregate value of each Stock 
Unit Account immediately after such recapitalization approximately equal 
to its value immediately preceding such recapitalization.  At the end of 
the Deferral period, the Stock Units shall be converted into cash by 
multiplying the number of Stock Units by the then market value of the 
Common Stock.

6.6  Upon the occurrence of any of the events enumerated below prior to 
the end of the mandatory Deferral Period, that percentage of the Award 
subject to mandatory deferral in accordance with Section 6.1 shall be 
totally forfeited, unless the Committee, in its sole discretion, makes a 
determination that the Award is warranted under the particular 
circumstances.

<PAGE> 5

  (a) The Participant's employment with the Companies is terminated for 
      cause.

  (b) The Participant shall engage in any activity or conduct which, in 
      the opinion of the Board, is inimical to the best interest of the 
      Companies.

  (c) The Participant voluntarily terminates employment for a reason 
      other than death, Disability or Retirement.

6.7  The percentage of an Award not subject to mandatory deferral in 
accordance with Section 6.1 hereof, once granted, shall not be subject 
to forfeiture regardless of the method of payment chosen by the 
Participant.


                               Article 7

                         Valuation of Common Stock

Whenever in the administration of the Plan it is necessary to determine 
the market value of the Common Stock, such value shall be the closing 
price on the New York Stock Exchange on the nearest trading day 
preceding the day on which such valuation is determined or, if no shares 
were sold on such day, on the next preceding day on which there was such 
a sale.


                               Article 8

                     Amendment and Termination of Plan

The Board may amend, suspend, reinstate or terminate the Plan, in whole 
or in part; provided, however, that no such action shall adversely 
affect any right or obligation with respect to any Award theretofore 
made except as may result from the application of Section 6.6 hereof.


                               Article 9

                        Miscellaneous Provisions

9.1  All rights and interests of Participants under the Plan (including 
the right to payment of unpaid portions of Awards) shall be 
nontransferable other than by will or by the laws of descent and 
distribution; provided, however, that the Participant may designate in a 
written notice to the Committee a beneficiary or beneficiaries to be 
paid, in the event of the Participant's death, all or a portion of any 
Award granted but not yet paid, including any Award deferred in 
accordance with Sections 6.1 and 6.2 hereof unpaid at the time of the 
Participant's death, and, by notifying the Committee in writing, may 
from time to time add or change beneficiary designations, which 
beneficiary designations will be honored by the Committee to the extent 
permitted by the law of the jurisdiction governing the disposition of 
deferred Awards under the Plan.

9.2  None of the Companies shall be required to establish any special or 
separate fund or to make any other segregation of assets to assure the 
payment of any Award, and no trust is or shall be established in 
connection with this Plan.


<PAGE> 6

9.3  Nothing contained in the Plan shall create any contractual rights 
to an Award in any Participant until such Award is granted as provided 
for in Section 5.1 hereof.

9.4  Nothing contained in this Plan shall create any rights of 
employment in any Participant or in any way affect the right and power 
of the Companies to discharge any Participant or otherwise terminate the 
Participant's employment at any time with or without cause or to change 
the terms of employment in any way.

9.5  Any expenses incurred in administering the Plan shall be borne by 
the Companies.

9.6  The Companies shall have the right to deduct from all cash payments 
made under this Plan any Federal, state or local taxes required by law 
to be withheld with respect to such cash payments.

9.7  This Plan and all rights thereunder shall be construed in 
accordance with and governed by the laws of the State of Connecticut.


                               Article 10

                           Effective Date of Plan

This Plan shall become effective immediately upon its approval by the 
Board.


APPROVED BY BOARD OF DIRECTORS OF
AETNA LIFE AND CASUALTY COMPANY
NOVEMBER 21, 1986, AS AMENDED
EFFECTIVE FEBRUARY 25, 1994.






<PAGE> 1


December 10, 1993


Mr. David A. Kocher
35 Blue Ridge
Simsbury, CT  06089



Dear Dave:

The purpose of this letter is to set out the agreement that we have 
reached as a result of our discussions regarding the cessation of your 
full-time, active service as Group Executive of Aetna Life and Casualty 
Company and its affiliates (collectively, the "Company").  We have 
agreed that the last day of such service will be February 28, 1994.  
This agreement is subject to the approval of the Company's Board of 
Directors.

On March 1, 1994 you will begin a period of salary continuation at the 
rate of $440,000.00 per year (your current annual base compensation).  
Your other benefits will be as described in Attachment A of this letter 
(which is a part of this agreement).

On September 25, 1995, the period of salary continuation payments (i.e., 
82 weeks) will cease.  Your salary continuation payments will be made on 
a bi-weekly basis provided, however, that the payments for September 1, 
1995 through September 25, 1995, will be made in a lump sum on or about 
August 31, 1995.  Your status thereafter will be that of a retired 
employee, eligible to participate in any continuing benefits then 
generally made available by the Company to other similarly situated 
employees.  However, for pension benefit calculation purposes, you will 
be treated as if you were 55 years of age and as though you had 35 years 
of credited service.

During the first 13 weeks of the salary continuation period, you will be 
eligible to participate in all normal Company benefit programs.  For the 
remaining period of salary continuation, you will be eligible to 
continue in such programs other than sick pay, long-term disability, ISP 
loans and vacation day accrual (see Attachment A).

In lieu of eligibility in Aetna's incentive compensation programs, 
including annual bonus and long-term incentive (PUP or its proposed 
replacement), we agree to pay you the sum of $275,000.00 subject to 
applicable withholding and taxes, on or about May 27, 1994.


<PAGE> 2

We have also agreed that in the event of your death prior to September 
1, 1995, any and all obligations of the Company under this agreement 
shall continue and any remaining payments shall be made to your spouse.

We have also agreed that in exchange for the extension of salary 
continuation payments equivalent in value to a period of 17 weeks of
your regular rate of compensation beyond the period for which you would 
otherwise be eligible under current Company plans and policies (i.e., 65 
weeks) and for the additional age and service credited for pension 
benefit calculation purposes:

  you (for yourself and any other person claiming or deriving a right 
  from you) forever release and discharge Aetna Life and Casualty 
  Company and its affiliates (and the directors, employees and agents of 
  Aetna Life and Casualty Company and its affiliates) from any and all 
  liability, claims, demands and causes of action (by whatever name 
  called and whether known or unknown) which you had, have, or may have, 
  arising out of:

(i)    your employment with the Company;

(ii)   the cessation of such employment; or

(iii)  any act, omission, occurrence or other matter related to such
       employment or cessation of employment,

  up to and including the effective date of this agreement. This release 
  includes, but is not limited to, claims under the Civil Rights Act of 
  1964, the Civil Rights Act of 1991, the Age Discrimination in 
  Employment Act, any other claims under federal, state or local law, 
  and claims for attorney's fees, costs and the like.

In consideration of the payments and other benefits provided by the 
Company under this agreement, you promise that:

a)  you will cooperate with all reasonable requests made by the Company, 
its subsidiaries or counsel, for assistance, including making yourself 
available for interviews with Company counsel regarding matters within 
the scope of or related to your duties while at the Company; 

b)  you will not, for yourself or any other person or entity, directly 
or indirectly, divulge, communicate or in any way make use of any 
confidential, or proprietary information acquired in the performance of 
your service for the Company without the prior written consent of an 
appropriate Company officer;


<PAGE> 3

c)  you will not, without the prior written consent of an appropriate 
Company officer (which shall not be unreasonably withheld) for a period 
of one year following the date of this agreement, enter the employ of, 
work with, or perform service for any person or entity which is in 
direct competition with the Company; and

d)  you will not disclose to any person or entity the terms and 
conditions of, or any information acquired in connection with, this 
agreement, without the prior written consent of an appropriate Company 
officer, other than your legal, financial or career advisors and the 
members of your immediate family, if they agree to maintain 
confidentiality.

You acknowledge that you:

a)  have been advised to consult an attorney before signing this 
agreement and that you have had the opportunity to consult with an 
attorney of your choice;

b)  have had the opportunity to consider, for at least 45 days, this 
agreement and the information provided by the Company as to the group of 
employees to whom it has offered and with whom it has individually 
negotiated similar agreements (as of the date indicated on such 
information), any eligibility factors and time limits that were applied, 
the job titles, and ages of such employees and the ages of employees in 
your job class with whom the Company has not negotiated; and

c)  have read this agreement in its entirety, understand its terms and 
knowingly and voluntarily consent to its terms and conditions.

The agreement will become effective on the eighth day following the date 
you sign it.  You may revoke this agreement at any time prior to its 
effective date by giving written notice of revocation to me.


                                          AETNA LIFE
                                          AND CASUALTY COMPANY



Date: 12/31/93                          By   /s/ Ronald E. Compton      
      ________________________            ______________________________
                                                 Ronald E. Compton
                                                 Chairman


Date: 12/31/93                               /s/ David A. Kocher        
      ________________________            ______________________________
                                                 David A. Kocher


<PAGE> 4

ATTACHMENT A


Salary Continuation     As per second and third paragraphs of letter.
___________________

Stock Options           During salary continuation:  exercises governed 
_____________
                        by rules for active employees.  Thereafter:  by 
                        rules for retired employees, as then in effect.

MIP                     Not eligible.
___

PUP                     Not eligible.
___

Executive Life          Continues during salary continuation provided, 
______________
                        however, that the Split Dollar Agreement may be 
                        terminated at any time.  It should be noted that 
                        this arrangement is under review.  One of the 
                        options under consideration is termination.  In 
                        the event of such termination, no further 
                        premium will be paid by the Company.  At the 
                        earlier of the end of salary continuation or the 
                        termination of the Split Dollar Agreement, Aetna 
                        may withdraw its contribution and the policy may 
                        be continued thereafter upon payment of full 
                        premium, if any, without Company contribution.  
                        Nothing contained herein shall limit the 
                        Company's rights as outlined in the Split Dollar 
                        Agreement.

Medical/Dental          Eligible for participation in active employee 
______________
                        plan during salary continuation period.  
                        Eligible for participation in retiree plan, as 
                        then in effect, thereafter.

Retirement Plan/Spousal
Death Benefit           Accruals under retirement plan (and its spousal 
_______________________
                        death benefit) continue during salary 
                        continuation.  On September 1, 1995, eligible to 
                        commence pension benefits.  Pension benefit to 
                        be calculated on the basis of 35 years of 
                        credited service and as though you were 55 years 
                        of age resulting in a single life pension benefit
                        of $16,895.84 per month ($15,797.61 on a 50% joint
                        annuity basis) beginning on September 1, 1995.

ISP                     Active participation may continue during salary 
___
                        continuation period, provided, however, that 
                        such continuation is allowed by law.  Normal 
                        retiree options, as then in effect, thereafter.

Outplacement            To be provided by the Company.
____________



Sick Pay and Long-Term
Disability              Ineligible after expiration of first 13 weeks of 
______________________
                        salary continuation.

Vacation                Lump sum payment for accrued but unused vacation 
________
                        days (up to a maximum of 25 days) on or about 
                        May 27, 1994.



<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>

(Millions)                           1993        1992        1991        1990        1989
                                     ____        ____        ____        ____        ____

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

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

Add back fixed charges...........        171.0       194.3       221.5       229.0       211.6
Minority interest................          7.0         8.6         5.9         4.9        (1.9)
                                     _________   _________   _________   _________   _________
   Income (loss) as adjusted.....    $  (969.4)  $    81.5   $   470.9   $   693.5   $   873.5
                                     _________   _________   _________   _________   _________
                                     _________   _________   _________   _________   _________
Fixed charges:
  Interest on indebtedness.......    $    77.4   $    81.4   $   110.9   $   119.9   $   113.2
  Portion of rents representative
   of interest factor............         93.6       112.9       110.6       109.1        98.4
                                     _________   _________   _________   _________   _________

   Total fixed charges...........    $   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....................    $   171.0   $   194.3   $   221.5   $   229.0   $   215.5
                                     _________   _________   _________   _________   _________
                                     _________   _________   _________   _________   _________

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

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

</TABLE>






<PAGE> 1

The Board of Directors
Aetna Life and Casualty Company:


We have audited the consolidated balance sheets of Aetna Life and 
Casualty Company and Subsidiaries (the "company") as of December 31, 
1993 and 1992, and the related consolidated statements of income, 
shareholders' equity and cash flows for each of the years in the three-
year period ended December 31, 1993, and have reported thereon under 
date of February 8, 1994.  The aforementioned consolidated financial 
statements and our audit report thereon are incorporated by reference in 
the company's Form 10-K for the year ended December 31, 1993.  As stated 
in Note 1, the company changed its accounting policy for reporting 
reserves for workers' compensation life table indemnity claims to a 
discounted basis using statutory approved rates of 5% for voluntary 
business and 3.5% for involuntary business.  The company states that the 
newly adopted accounting principle is preferable in the circumstances  
because this change more appropriately reflects the economic value of 
the company's obligations and improves the matching of revenues and 
expenses.  In accordance with your request, we have reviewed and 
discussed with company officials the circumstances and business judgment 
and planning upon which the decision to make this change in the method 
of accounting was based.

With regard to the aforementioned accounting change, authoritative 
criteria have not been established for evaluating the preferability of 
one acceptable method of accounting over another acceptable method.  
However, for purposes of the company's compliance with the requirements 
of the Securities and Exchange Commission, we are furnishing this 
letter.

Based on our review and discussion, with reliance on management's 
business judgment and planning, we concur that the newly adopted method 
of accounting is preferable in the company's circumstances.

Very truly yours,

KPMG PEAT MARWICK


Hartford, Connecticut
February 8, 1994




<PAGE> 1

<TABLE>

<CAPTION>

                                        State of
Subsidiary                              Incorporation     Ownership (1)
____________________________________    ______________    _____________________________________________

<S>                                     <C>               <C>

Aetna Life and Casualty Company         CT                -
Aetna Life Insurance Company            CT                100% owned by Aetna Life and Casualty Company
The Standard Fire Insurance Company     CT                100% owned by Aetna Life and Casualty Company
The Aetna Casualty and Surety
   Company                              CT                100% owned by Aetna Life and Casualty Company
Aetna Life Insurance Company of
   Illinois                             IL                100% owned by Aetna Life and Casualty Company
Aetna Life Insurance and Annuity
   Company                              CT                100% owned by Aetna Life and Casualty Company
Aetna Re-Insurance Company, (U.K.)
   Ltd.                                 United Kingdom    100% owned by Aetna Life and Casualty Company
Terra Nova Insurance Company, Ltd.      United Kingdom    30% owned by Aetna Life and Casualty Company
Aetna International (N.Z.) Limited      New Zealand       100% owned by Aetna Life and Casualty Company
Aetna Canada Holdings Limited           Canada            100% owned by Aetna Life and Casualty Company
Aetna International Inc.                CT                100% owned by Aetna Life and Casualty Company
AHP Holdings, Inc.                      CT                100% owned by Aetna Life Insurance Company
Aetna Casualty Company                  CT                100% owned by Aetna Life Insurance Company
Aetna Life & Casualty (Bermuda) Ltd.    Bermuda           100% owned by Aetna Life Insurance Company
Human Affairs International,
   Incorporated                         UT                100% owned by Aetna Life Insurance Company
The Automobile Insurance Company                          100% owned by The Standard Fire Insurance
   Of Hartford, Connecticut             CT                   Company
Aetna Personal Security Insurance                         100% owned by The Standard Fire Insurance
   Company                              CT                   Company
Aetna Insurance Company of Illinois     IL                100% owned by The Standard Fire Insurance
                                                             Company
Aetna Insurance Company                 CT                100% owned by The Standard Fire Insurance
                                                             Company
Aetna Investment Advisers Fund, Inc.    MD                100% owned by Aetna Life Insurance
                                                             and Annuity Company
Aetna Variable Encore Fund              MA                100% owned by Aetna Life Insurance
                                                             and Annuity Company
Aetna Variable Fund                     MA                86% owned by Aetna Life Insurance
                                                             and Annuity Company
Aetna Income Shares                     MA                99% owned by Aetna Life Insurance
                                                             and Annuity Company
Aetna Insurance Company of America      CT                100% owned by Aetna Life Insurance
                                                             and Annuity Company
Aetna Life Insurance Company of                           100% owned by Aetna Canada Holdings
   Canada                               Canada               Limited
Aetna Life Insurance Company of
   America                              CT                100% owned by Aetna International Inc.
Aetna Health Management, Inc.           TX                100% owned by AHP Holdings, Inc.
Aetna Health Plans of Texas, Inc.       TX                100% owned by AHP Holdings, Inc.
Aetna Health Plans of Ohio, Inc.        OH                100% owned by AHP Holdings, Inc.
Aetna Health Plans of the
   Mid-Atlantic, Inc.                   VA                100% owned by AHP Holdings, Inc.
Aetna Health Plans of Florida, Inc.     FL                96% owned by AHP Holdings, Inc.
Healthways, Inc.                        AZ                20% owned by AHP Holdings, Inc.
Aetna Health Plans of Illinois, Inc.    IL                100% owned by AHP Holdings, Inc.
Partners Health Plan of
   Pennsylvania, Inc.                   PA                81% owned by AHP Holdings, Inc.
Aetna Health Plans of Central and
   Eastern Pennsylvania, Inc.           PA                100% owned by AHP Holdings, Inc.

<FN>

(1)  Percentages are rounded to the nearest whole percent and are based on ownership of voting rights.

</TABLE>


<PAGE> 2

<TABLE>

<CAPTION>

                                        State of
Subsidiary                              Incorporation     Ownership (1)
_____________________________________   ______________    __________________________________________

<S>                                     <C>               <C>

Aetna Health Plans of Georgia, Inc.     GA                100% owned by AHP Holdings, Inc.
Aetna Health Plans of Louisiana, Inc.   LA                100% owned by AHP Holdings, Inc.
Aetna Dental Care of Texas, Inc.        TX                100% owned by AHP Holdings, Inc.
Saguaro Health Plan, Inc.               AZ                100% owned by AHP Holdings, Inc.
Med Southwest, Inc.                     TX                55% owned by AHP Holdings, Inc.
Human Affairs International of                            100% owned by Human Affairs
   California                           CA                   International, Incorporated
Aetna National Accounts U.K. Ltd.       United Kingdom    100% owned by The Aetna Casualty
                                                             and Surety Company
Aetna Casualty Company of Connecticut   CT                100% owned by The Aetna Casualty
                                                             and Surety Company
Aetna Excess and Surplus Lines                            100% owned by The Aetna Casualty
   Company                              CT                   and Surety Company
Aetna Lloyds of Texas Insurance                           100% owned by The Aetna Casualty
   Company                              TX                   and Surety Company
Aetna Casualty & Surety Company                           100% owned by The Aetna Casualty
   of Illinois                          IL                   and Surety Company
Aetna Casualty & Surety Company of                        100% owned by The Aetna Casualty
   Canada                               Canada               and Surety Company
Aetna Casualty & Surety Company of                        100% owned by The Aetna Casualty
   America                              CT                   and Surety Company
Executive Re, Inc.                      CT                21% owned by The Aetna Casualty
                                                             and Surety Company
Farmington Casualty Company             CT                100% owned by The Aetna Casualty
                                                             and Surety Company
Chelsea Insurance Company, Ltd.         Cayman Islands    100% owned by The Aetna Casualty
                                                             and Surety Company
Aetna Commercial Insurance Company      CT                100% owned by The Aetna Casualty
                                                             and Surety Company
Partners Acquisition Company, Inc.      DE                100% owned by Aetna Health Management,
                                                             Inc.
PHPSNE Parent Corporation               DE                55% owned by AHP Holdings, Inc.
Aetna Health Plans of San Diego, Inc.   CA                80% owned by AHP Holdings, Inc.
Aetna Health Plans of Tennessee, Inc.   TN                100% owned by AHP Holdings, Inc.
Healthways Systems, Inc.                DE                100% owned by AHP Holdings, Inc.
Aetna Health Plan of Arizona, Inc.      AZ                100% owned by Healthways, Inc.
Aetna Health Plans of Western                             100% owned by Partners Health Plan of
   Pennsylvania, Inc.                   PA                   Pennsylvania, Inc.
Southwest Physicians Life Insurance
   Company                              TX                100% owned by Med Southwest, Inc.
Southwest Health Plan, Inc.             TX                100% owned by Med Southwest, Inc.
Executive Re Indemnity, Inc.            DE                100% owned by Executive Re, Inc.
Aetna Health Plans of California,                         100% owned by Partners Acquisition
   Inc.                                 CA                   Company, Inc.
Aetna Health Plans of Southern
   New England, Inc.                    CT                100% owned by PHPSNE Parent Corporation
Aetna Health Plans of New York, Inc.    NY                100% owned by Healthways Systems, Inc.
Aetna Health Plans of New Jersey, Inc.  NJ                100% owned by Healthways Systems, Inc.
Executive Re Specialty Insurance
   Company                              CT                100% owned by Executive Re Indemnity, Inc.

<FN>

(1)  Percentages are rounded to the nearest whole percent and are based on ownership of voting rights.

</TABLE>






<PAGE> 1

                 Consent of Independent Auditors

The Board of Directors
Aetna Life and Casualty Company:


We consent to incorporation by reference in the Registration Statements 
(No. 33-12993 on Form S-3, No. 33-49543 on Form S-3, No. 33-50427 on 
Form S-3, No. 2-91514 on Form S-8 and No. 2-73911 on Form S-8) of Aetna 
Life and Casualty Company of our reports dated February 8, 1994, 
relating to the consolidated balance sheets of Aetna Life and Casualty 
Company and Subsidiaries as of December 31, 1993 and 1992 and the 
related consolidated statements of income, shareholders' equity, and 
cash flows and related schedules for each of the years in the three-year 
period ended December 31, 1993, which reports appear in or are 
incorporated by reference in the December 31, 1993 annual report on Form 
10-K of Aetna Life and Casualty Company.

Our reports refer 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 and to changes in 1992 in the Company's accounting 
for income taxes and postretirement benefits other than pensions.




                            By      KPMG PEAT MARWICK    
                                _________________________
                                       (Signature)
                                    KPMG Peat Marwick

Hartford, Connecticut
March 18, 1994




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