AETNA LIFE & CASUALTY CO
8-A12B/A, 1994-11-09
LIFE INSURANCE
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                      SECURITIES AND EXCHANGE COMMISSION


                            WASHINGTON D.C.  20549


   
                               AMENDMENT No. 1
                                      TO
                                   FORM 8-A
    

               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(b) OR (g) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


AETNA CAPITAL L.L.C.                  AETNA LIFE AND CASUALTY COMPANY
- --------------------                  -------------------------------
(Exact name of registrant as          (Exact name of registrant as
  specified in its charter)             specified in its charter)

Delaware                              Connecticut
- --------                              -----------
(State of incorporation or            (State of incorporation or
     organization)                         organization)
   
52-1874002                            06-0843808
- ----------                            ----------
(IRS Employer Identification          (IRS Employer Identification Number)
          Number)
    

c/o Aetna Life and Casualty Company
151 Farmington Avenue                 151 Farmington Avenue
Hartford, Connecticut  06156          Hartford, Connecticut  06156
- ----------------------------          ----------------------------
(Address of principal executive       (Address of principal executive offices)
         offices)


Securities to be registered pursuant to Section 12(b) of the Act:

    Title of each class                  Name of each exchange on which each
    to be so registered                   class of stock is to be registered
    -------------------                   ----------------------------------
      % Cumulative Monthly Income         New York Stock Exchange
    Preferred Securities, Series A


Securities to be registered pursuant to Section 12(g) of the Act:

                                     NONE
                                     ----
                               (Title of Class)

ITEM 1.  DESCRIPTION OF REGISTRANTS' SECURITIES TO BE REGISTERED
   
     For a full description of the   % Cumulative Monthly Income Preferred
Securities, Series A (the "Securities") being registered hereby, reference is
made to the information contained under the captions "Description of the
Preferred Securities," "Description of the Guarantee" and "Description of the
Debentures and the Subordinated Indenture" in the Registrants' Registration
Statement on Form S-3 (File Nos. 33-52819 and 33-52819-01) (the "Registration
Statement") and information contained under the captions "Certain Terms of the
Series A Preferred Securities" and "Certain Terms of the Series A Debentures"
in a Prospectus Supplement relating to the Securities to be filed by Aetna and
Aetna Capital L.L.C. pursuant to Rule 424(b) under the Securities Act of 1933,
as amended (the "Act").  The information contained in the foregoing
Registration Statement and Prospectus Supplement are incorporated herein by
reference.
    

ITEM 2.  EXHIBITS

1.    Specimen of Preferred Securities, incorporated herein by reference to
      Exhibit 4.1 to the Registration Statement on Form S-3 (File Nos. 33-
      52819 and 33-52819-01).

2.1   Certificate of Formation of Aetna Capital L.L.C., incorporated herein by
      reference to Exhibit 3.1 to the Registration Statement on Form S-3 (File
      Nos. 33-52819 and 33-52819-01).

2.2   Form of Amended and Restated Limited Liability Company Agreement of
      Aetna Capital L.L.C., incorporated herein by reference to Exhibit 3.2
      to the Registration Statement on Form S-3 (File Nos. 33-52819 and 33-
      52819-01).

2.3   Form of Payment and Guarantee Agreement, incorporated herein by
      reference to Exhibit 4.2 to the Registration Statement on Form S-3
      (File Nos. 33-52819 and 33-52819-01).

2.4   Form of Debenture, incorporated herein by reference to Exhibit 4.3 to
      the Registration Statement on Form S-3 (File Nos. 33-52819 and 33-
      52819-01).

2.5   Form of Subordinated Indenture, incorporated herein by reference to
      Exhibit 4.4 to the Registration Statement on Form S-3 (File Nos. 33-
      52819 and 33-52819-01).


                                   SIGNATURE
   
     Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, Aetna Capital L.L.C. and Aetna Life and Casualty Company have duly
caused this Amendment No. 1 to the Registration Statement to be signed on
their behalf by the undersigned, thereto duly authorized.
    

                           AETNA CAPITAL L.L.C.
                            (Registrant)
                               By Aetna Life and Casualty Company,
                               as Managing Member


                               By:  /s/  ROBERT E. BROATCH
                                    ------------------------------------
                                    Robert E. Broatch
                                    Senior Vice President, Finance
                                    and Corporate Controller of Aetna
                                    Life and Casualty Company


                           AETNA LIFE AND CASUALTY COMPANY
                            (Registrant)


                               By:  /s/  ROBERT E. BROATCH
                                    ------------------------------------
                                    Robert E. Broatch
                                    Senior Vice President, Finance
                                    and Corporate Controller of Aetna
                                    Life and Casualty Company

   
Dated: November 9, 1994
    



                               INDEX TO EXHIBITS

Exhibit
Number                           Description
- -------                          -----------

1.   Specimen of Preferred Securities, incorporated herein by reference to
     Exhibit 4.1 to the Registration Statement on Form S-3 (File Nos. 33-52819
     and 33-52819-01).

2.1  Certificate of Formation of Aetna Capital L.L.C., incorporated herein by
     reference to Exhibit 3.1 to the Registration Statement on Form S-3 (File
     Nos. 33-52819 and 33-52819-01).

2.2  Form of Amended and Restated Limited Liability Company Agreement of Aetna
     Capital L.L.C., incorporated herein by reference to Exhibit 3.2 to the
     Registration Statement on Form S-3 (File Nos. 33-52819 and 33-52819-01).

2.3  Form of Payment and Guarantee Agreement, incorporated herein by reference
     to Exhibit 4.2 to the Registration Statement on Form S-3 (File Nos.
     33-52819 and 33-52819-01).

2.4  Form of Debenture, incorporated herein by reference to Exhibit 4.3 to the
     Registration Statement on Form S-3 (File Nos. 33-52819 and 33-52819-01).

2.5  Form of Subordinated Indenture, incorporated herein by reference to
     Exhibit 4.4 to the Registration Statement on Form S-3 (File Nos. 33-52819
     and 33-52819-01).


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