AETNA LIFE & CASUALTY CO
10-K, 1995-03-17
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, 1994
                          Commission file number 1-5704

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

          Connecticut                              06-0843808        
_______________________________                 _____________________
(State or other jurisdiction of                  (I.R.S. Employer
 incorporation)                                   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

9 1/2% Cumulative Monthly Income            New York Stock Exchange
  Preferred Securities, Series A
  (issued by a subsidiary)

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.
                                            [X]

The aggregate market value of the voting stock held by 
non-affiliates of the registrant as of February 28, 1995 was 
$6,056,533,552.

As of February 28, 1995, 112,698,701 shares of the registrant's 
Common Capital Stock without par value were outstanding.

                    DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's 1994 annual report to shareholders 
(the "Annual Report").  (Parts I, II and IV)

Portions of the registrant's proxy statement filed on or about 
March 17, 1995 (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.  Aetna Health Plans                                        4
               2.  Large Case Pensions                                       7
               3.  Aetna Life Insurance & Annuity                            9
               4.  Property-Casualty                                        12
               5.  Reserves Related to Property-Casualty Operations         17
               6.  International                                            21
               7.  Corporate                                                22
               8.  General Account Investments                              22
                   a.  Investments Related to Life, Health, Annuity and
                       Pension Operations                                   22
                   b.  Investments Related to Property-Casualty
                       Operations                                           25
               9.  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                                      42
Signatures                                                                  57


<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, 1993.  Based on 1993 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 health 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 1994 was derived from domestic sources.

The company's reportable segments have been changed to better 
reflect the way the businesses are managed and prior years' 
results have been restated to conform to the new segments.  The 
new reportable segments are Aetna Health Plans, Large Case 
Pensions, Aetna Life Insurance & Annuity, Property-Casualty, 
International and Corporate.  The principal products included in 
such segments (other than Corporate) are:


Aetna Health Plans:
     Health care
     Group insurance
     Specialty health

Large Case Pensions:
     Group retirement and other savings products


Aetna Life Insurance & Annuity:
     Individual life
     Retirement and other savings and investment products
       (including individual and group annuities)
     Financial and administrative services
     Mutual funds


Property-Casualty:
     Automobile
     Fidelity and surety
     Fire and allied lines
     General liability
     Homeowners
     Marine
     Multiple peril
     Workers' compensation


International:
     Life insurance and financial services


<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 15 to the 
Financial Statements, which is incorporated herein by reference to 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 to the Selected Financial Data in the Annual Report.

Certain reclassifications have been made to 1993 and 1992 financial 
information to conform to 1994 presentation.

C.  Description of Business Segments

1.  Aetna Health Plans

Principal Products
__________________

Group health products and services are offered through two business 
units, health care and specialty health, of the Aetna Health Plans 
segment ("AHP").  These products and services are marketed primarily 
to employers for the benefit of employees and their dependents.  The 
health care business unit provides managed care and traditional 
indemnity health care plans.  The specialty health business unit 
provides behavioral health, pharmacy, dental and occupational managed 
care plans.  Plans may be insured, whereby Aetna assumes all or a 
portion of health care cost and utilization risk, or self-funded, 
whereby employers assume all or a significant portion of such risks.  
AHP also provides administrative and claim services and, in many 
cases, partial insurance protection, for an appropriate fee or premium 
charge.

Group insurance consists of group life, disability and long-term care 
insurance plans and is marketed in the same manner as group health 
products and services.  Group life insurance consists principally of 
renewable term coverage, the amounts of which frequently are linked to 
individual employee wage levels.  The company also offers group 
universal life and whole life products.  Group disability insurance 
includes coverage for disabled employees' income replacement benefits.

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 negotiated contracts with health care 
providers, development and implementation of guidelines for 
appropriate utilization of health care resources and working with 
health care providers to review treatment patterns in order to improve 
consistency and quality, are designed to enable managed care companies 
and their customers to control medical costs more effectively.  
Beginning in 1993, the company, in an effort to further contain health 
care costs and to improve quality and access, initiated a program to 
acquire or develop ownership or management interests in primary care 
physician practices.  AHP expects to invest substantial amounts in 
acquisition or development of physician practices and in other 
programs which the company believes will improve its ability to 
control health care costs and enhance quality.

<PAGE> 5

The company offers a broad spectrum of traditional indemnity and 
managed care 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 strong HMO-style medical 
management with an option to seek health care outside of the 
provider network; and health maintenance organizations ("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.  As previously indicated, in 1993, the company began 
to develop and manage primary care physician practices as a means 
of increasing network access and overall product integration.  As 
of year-end 1994, the company owned and managed 21 physician 
practices in six cities.

At year-end 1994, Aetna operated various types of managed care 
networks in approximately 229 Standard Metropolitan Statistical 
Areas with enrollment of approximately 7 million.  The number of 
members covered under all arrangements, including traditional 
health plans, was approximately 16 million at December 31, 1994.  
AHP units continue to develop a wide range of products and 
services tailored to help employers manage their employee benefit 
plan costs effectively.

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

For additional information regarding products offered by AHP, see 
Management's Discussion and Analysis of Financial Condition and 
Results of Operations ("MD&A") - Aetna Health Plans in the Annual 
Report.

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

<TABLE>

<CAPTION>

(Millions)                     1994        1993        1992        1991        1990
                               ____        ____        ____        ____        ____

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

Group health (1)...........    $4,456.0    $3,553.3    $3,387.6    $3,257.5    $2,905.9
Group life and
 disability (2)............     1,155.5     1,147.3     1,199.1     1,209.8     1,284.2
                               ________    ________    ________    ________    ________
    Total..................    $5,611.5    $4,700.6    $4,586.7    $4,467.3    $4,190.1
                               ________    ________    ________    ________    ________
                               ________    ________    ________    ________    ________

<FN>

(1) Includes managed health care.

(2) Decrease in 1993 premiums reflects increased refunds on retrospectively rated
    policies due to favorable experience.

</TABLE>


<PAGE> 6

Competition
___________

The markets for AHP 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, some large employers have moved to 
totally self-funded and self-administered benefit plans.  
Competition largely is based upon product features and prices and, 
in the case of managed health care plans, upon the quality of 
services provided, the geographic scope of the provider networks 
and the medical specialties available in such networks.  Based on 
1993 written premiums, Aetna is one of the largest insurance 
company providers of group health and life benefits in the United 
States.

Method of Distribution
______________________

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.

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.  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 long 
term disability products, reserves are established for (i) lives 
currently in payment status (using standard industry morbidity and 
interest rate assumptions), (ii) lives who have not satisfied the 
waiting period (using a percentage of premiums based on Aetna's 
experience) and (iii) claims that have been incurred but not 
reported.  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.  Health care and group life claim 
reserves are based on factors derived from past experience.  
Reserves for most of these products reflect retrospective 
experience rating, except for smaller group insurance cases and 
HMOs, which generally are not retrospectively experience rated.

Reinsurance
___________

Aetna utilizes a variety of reinsurance agreements with non-
affiliated insurers to share insurance risks on health care and 
group 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.

For additional information on reinsurance, see Note 16 of Notes to 
Financial Statements in the Annual Report.


<PAGE> 7

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)

                                1994         1993         1992         1991         1990
                                ____         ____         ____         ____         ____

<S>                             <C>          <C>          <C>          <C>          <C>
Sales and additions.........    $ 13,496     $ 22,781     $ 30,131     $ 37,876     $ 51,900
                                ________     ________     ________     ________     ________
                                ________     ________     ________     ________     ________

Terminations:  (1)
  Lapses ...................    $ 18,850     $ 22,991     $ 26,087     $ 17,522     $ 15,707
  All other terminations....       6,096        6,864        2,235        3,036       23,476
                                ________     ________     ________     ________     ________
    Total...................    $ 24,946     $ 29,855     $ 28,322     $ 20,558     $ 39,183
                                ________     ________     ________     ________     ________
                                ________     ________     ________     ________     ________

In force, end of year.......    $288,546     $299,996     $307,070     $305,261     $287,943
                                ________     ________     ________     ________     ________
                                ________     ________     ________     ________     ________

Number of policies and
 contracts in force, end of
  year:  (2)
  Group life contracts......      23,268       24,440       24,496       25,737       26,061
  Group conversion
   policies (3).............      37,513       38,431       39,567       40,370       41,207

<FN>

(1) The increases in 1993 and 1992 terminations resulted primarily from the non-renewal
    and termination of certain large contracts in each year.

(2) Due to the diversity of coverages and size of covered groups, 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>


2.  Large Case Pensions

Principal Products
__________________

Business units in the Large Case Pensions segment manage a variety 
of retirement and other savings products (including pension and 
annuity products), and offer investment management advisory 
services to non-pension customers.  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 Large Case Pensions, 
see MD&A - Large Case Pensions in the Annual Report.)

The majority of Large Case Pensions' products that 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.  Large Case 
Pensions 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.

In January 1994, the company announced its decision to discontinue 
the sale of its fully guaranteed large case pension products.  
(For additional information, see MD&A - Large Case Pensions in the 
Annual Report.)


<PAGE> 8

At December 31, assets under management, including Separate 
Accounts, were $46.3 billion in 1994, $52.8 billion in 1993, $53.4 
billion in 1992, $52.8 billion in 1991, and $50.6 billion in 1990.  
Under Financial Accounting Standard No. 115 ("FAS 115"), assets 
under management at December 31, 1994 and 1993 included net 
unrealized gains (losses) of approximately $(540.0) million and 
$750.0 million, respectively.

The following table summarizes premiums and deposits for the years 
indicated:

<TABLE>
<CAPTION>

(Millions)                   1994          1993          1992          1991          1990
                             ____          ____          ____          ____          ____
<S>                          <C>           <C>           <C>           <C>           <C>

Premiums................     $   234.4     $   185.9     $   204.2     $   292.4     $   597.0
Deposits (1)............       2,121.5       3,207.2       3,553.1       4,357.8       5,716.2
                             _________     _________     _________     _________     _________
  Total.................     $ 2,355.9     $ 3,393.1     $ 3,757.3     $ 4,650.2     $ 6,313.2
                             _________     _________     _________     _________     _________
                             _________     _________     _________     _________     _________

<FN>

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

</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.

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.

Reserves
________

As a result of discontinuing fully guaranteed large case pension 
products, the company established a reserve that represents the 
present value of anticipated net cash flow shortfalls as the 
liabilities from such products 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.


<PAGE> 9

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, plus/less net realized capital gains/losses 
(which the company seeks to recover through credited rates) and 
net unrealized capital gains/losses.


3.  Aetna Life Insurance & Annuity

Principal Products
__________________

Business units in the Aetna Life Insurance & Annuity segment 
("ALIAC") market a variety of life insurance, retirement and other 
savings and investment products (including individual and group 
annuities) financial and administrative services and mutual funds 
to individuals, pension plans, small businesses and employer-
sponsored groups.  ALIAC's universal life product accounted for 
approximately 89% of individual life sales in 1994.  (For 
additional information regarding the products offered by ALIAC, 
see MD&A - Aetna Life Insurance & Annuity in the Annual Report.)

Life insurance products typically require high costs to acquire 
business.  Retention, an important driver of profitability, is 
encouraged through product features.  For example, the company's 
universal and interest-sensitive whole life insurance contracts 
typically impose a surrender charge on policyholder balances 
withdrawn within 7 to 20 years of the contract's inception or for 
variable life within 10 years.  The period of time and level of 
the charge 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.  To further encourage retention, 
life insurance agents are typically paid renewal commissions or 
service fees.

Product retention is also a key driver of profitability for 
annuity products.  To encourage product retention, annuity 
contracts typically impose a surrender charge on policyholder 
balances withdrawn in the first 5 to 7 years after deposit.  The 
period of time and level of the charge vary by product.  In 
addition, a new approach being incorporated into recent variable 
contracts with fixed interest account investment options allows 
contractholders to receive of an incremental interest rate if 
withdrawals from the fixed account are spread over a period of 
five years.  Further, more favorable credited rates and policy 
loan terms may be offered after policies have been in force for 
more than 10 years.  Existing tax penalties on annuity 
distributions prior to age 59-1/2 provide an additional 
disincentive to premature surrenders of annuity balances, but do 
not impede transfers of those balances to other insurance 
carriers.


<PAGE> 10

Certain of the ALIAC life insurance and annuity products allow for 
customers to borrow against their policies.  At December 31, 1994, 
approximately 23% of outstanding policy loans were on individual 
annuity policies and had fixed interest rates ranging from 1% to 
3%.  Approximately 72% of outstanding policy loans at December 31, 
1994 were on individual life policies and had fixed interest rates 
ranging from 5% to 8%.  The remaining 5% of outstanding policy 
loans had variable interest rates averaging 8% at December 31, 
1994.  Investment income from policy loans was $23 million for the 
year ended December 31, 1994.

The company's variable products (variable universal life, variable 
life and variable annuity contracts) utilize Separate Accounts to 
provide contractholders with a vehicle for investments under which 
the contractholders assume the investment risks as well as the 
benefit of favorable performance.  Assets held under these 
products are invested, as designated by the contractholder or 
participant under a contract, in Separate Accounts which in turn 
invest in shares of mutual funds that are managed by ALIAC or 
other selected mutual funds that are not managed by ALIAC.  ALIAC 
is compensated by the Separate Accounts for bearing mortality and 
expense risks pertaining to these variable life and annuity 
contracts.  ALIAC also receives fees for serving as investment 
advisor, providing shareholder services, and promoting sales.  
Various investment advisory services also are offered through a 
number of affiliates that are registered investment advisors.

At December 31, assets under management, including Separate 
Accounts, were $19.4 billion in 1994, $18.2 billion in 1993, $15.0 
billion in 1992, $13.2 billion in 1991 and $10.9 billion in 1990.  
Under FAS 115, assets under management at December 31, 1994 and 
1993 included net unrealized gains (losses) of approximately 
$(390.0) million and $750.0 million, respectively.

The following table summarizes premiums and deposits for the years 
indicated:

<TABLE>
<CAPTION>

(Millions)                   1994        1993        1992        1991        1990
                             ____        ____        ____        ____        ____
<S>                          <C>         <C>         <C>         <C>         <C>
Premiums................     $   168.3   $   125.7   $   111.9   $   174.5   $   272.9
Deposits (1)............       3,375.7     2,797.6     1,937.3     1,871.0     1,645.6
                             _________   _________   _________   _________   _________
                             $ 3,544.0   $ 2,923.3   $ 2,049.2   $ 2,045.5   $ 1,918.5
                             _________   _________   _________   _________   _________
                             _________   _________   _________   _________   _________
<FN>
(1) Under FAS 97, certain deposits are not included in premiums or revenue.
</TABLE>


Competition
___________

The markets for individual life insurance products are highly 
competitive among insurance companies.  Competition largely is 
based upon product features and prices.

In the retirement and other savings and investment products 
markets, competition arises from other insurance companies, banks, 
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 or sponsor.


<PAGE> 11

Method of Distribution
______________________

Individual life insurance products are marketed by independent 
agents and brokers, career agents and registered representatives 
of selected broker-dealers.

Retirement products are sold through pension professionals, stock 
brokers and third party administrators who work closely with 
salaried field office employees.  Annuity products and mutual 
funds are distributed primarily through dedicated career agents 
and registered life brokers.

Reserves
________

Reserves for universal life and interest-sensitive whole life 
products (which are all experience rated) are equal to cumulative 
deposits less withdrawals and charges plus credited interest 
thereon,  plus/less net realized capital gains/losses (which ALIAC 
reflects through credited rates on an amortized basis).  These 
reserves also reflect unrealized capital gains/losses related to 
FAS No. 115.  Reserves for all other fixed individual life 
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.

Reserves for limited payment contracts (immediate annuities with 
life contingent payout) 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.  Reserves for investment contracts 
(deferred annuities and immediate annuities without life 
contingent payouts) are equal to cumulative deposits plus credited 
interest less charges thereon.  Reserves for experience rated 
contracts reflect cumulative deposits, less withdrawals and 
charges, plus credited interest thereon, plus/less net realized 
capital gains/losses (which ALIAC reflects through credited rates 
on an amortized basis).  These reserves also reflect unrealized 
capital gains/losses related to FAS No. 115.

The above-indicated reserves are computed amounts that, with 
additions from premiums and deposits to be received, and with 
interest on such reserves compounded annually at assumed rates, 
are expected to be sufficient to meet the company's policy 
obligations at their maturities or in the event of an insured's 
death, retirement or other withdrawal requests.

Reinsurance
___________

ALIAC retains no more than $10 million of risk per individual life 
insured.  Amounts in excess of the retention limit are reinsured 
with unaffiliated companies.

For additional information on reinsurance, see Note 16 of Notes to 
Financial Statements in the Annual Report.


<PAGE> 12

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:

<TABLE>
<CAPTION>

(Amounts in millions, except number of policies and average size of policies in force)

                                1994         1993         1992         1991         1990
                                ____         ____         ____         ____         ____
<S>                             <C>          <C>          <C>          <C>          <C>
Sales and additions:
  Permanent:
    Non-participating.......    $  3,348     $  2,656     $  3,107     $  2,930     $  3,836
    Participating...........           -            -            -            -            1
  Term:
    Non-participating.......         595          247           92          114          142
    Participating...........       1,800        1,851          761        1,222        1,921
                                ________     ________     ________     ________     ________
     Total..................    $  5,743     $  4,754     $  3,960     $  4,266     $  5,900
                                ________     ________     ________     ________     ________
                                ________     ________     ________     ________     ________

Terminations:
  Surrenders and conversions    $  1,494     $  1,692     $  2,004     $  1,976     $  1,930
  Lapses....................       1,973        2,151        2,372        2,752        2,953
  Other ....................         306          321          371          358          402
                                ________     ________     ________     ________     ________
     Total..................    $  3,773     $  4,164     $  4,747     $  5,086     $  5,285
                                ________     ________     ________     ________     ________
                                ________     ________     ________     ________     ________

In force, end of year:
  Permanent.................    $ 31,879     $ 31,139     $ 31,270     $ 31,263     $ 31,981
  Term......................      10,853        9,623        8,902        9,696        9,798
                                ________     ________     ________     ________     ________
     Total..................    $ 42,732     $ 40,762     $ 40,172     $ 40,959     $ 41,779
                                ________     ________     ________     ________     ________
                                ________     ________     ________     ________     ________

Number of policies in force,
 end of year:
  Non-participating.........     551,381      569,322      580,846      605,233      626,420
  Participating.............     120,967      127,319      135,440      146,308      157,309
                                ________     ________     ________     ________     ________
     Total..................     672,348      696,641      716,286      751,541      783,729
                                ________     ________     ________     ________     ________
                                ________     ________     ________     ________     ________

Average size of policies in
 force, end of year:
  Non-participating.........    $ 61,121     $ 56,639     $ 55,281     $ 52,983     $ 53,194
  Participating.............      74,658       66,887       59,528       60,775       60,124

</TABLE>


4.  Property-Casualty

Principal Products
__________________

The business units in the Property-Casualty segment provide most 
types of commercial and personal property-casualty insurance, 
bonds, and insurance-related services for businesses, government 
units and associations and individuals.

Commercial and personal coverages accounted for 70% and 30%, 
respectively, of Aetna's 1994 property-casualty net written 
premiums.  Commercial 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.  Personal coverages 
include auto and homeowners insurance.  (For additional 
information regarding the products offered by Property-Casualty, 
see MD&A - Property-Casualty in the Annual Report.)


<PAGE> 13

Approximately 87% of Aetna's 1994 net property-casualty business 
written 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 property-
casualty risks 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.

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

<TABLE>
<CAPTION>
(Dollar amounts in millions)   1994          1993          1992          1991          1990
                               ____          ____          ____          ____          ____
<S>                            <C>           <C>           <C>           <C>           <C>
Statutory:
  Net written premiums.....    $ 4,400.5     $ 4,517.0     $ 4,916.3     $ 5,810.6     $ 6,290.8
                               _________     _________     _________     _________     _________
                               _________     _________     _________     _________     _________

  Premiums earned..........    $ 4,321.9     $ 4,656.2     $ 5,046.9     $ 5,973.0     $ 6,403.2
                               _________     _________     _________     _________     _________
                               _________     _________     _________     _________     _________

  Loss ratios..............         87.5%         90.1%         92.5%         83.7%         83.3%
  Expense ratios...........         35.2          34.4          32.9          30.7          29.2
                               _________     _________     _________     _________     _________

  Combined ratios:
    Before policyholder
    dividends..............        122.7%        124.5%        125.4%        114.4%        112.5%
                               _________     _________     _________     _________     _________
                               _________     _________     _________     _________     _________
    After policyholder
    dividends..............        123.3%        125.2%        126.1%        115.4%        113.4%
                               _________     _________     _________     _________     _________
                               _________     _________     _________     _________     _________
    After policyholder
    dividends, adjusted
    for discounting........        123.3%        116.4% (1)    126.1%        115.4%        113.4%
                               _________     _________     _________     _________     _________
                               _________     _________     _________     _________     _________

GAAP:  (2)

  Net written premiums.....    $ 4,431.2     $ 4,465.2     $ 4,916.3     $ 5,810.6     $ 6,290.8
                               _________     _________     _________     _________     _________
                               _________     _________     _________     _________     _________

  Premiums earned..........    $ 4,390.8     $ 4,653.2     $ 5,076.3     $ 6,010.4     $ 6,447.2
                               _________     _________     _________     _________     _________
                               _________     _________     _________     _________     _________
  Adjusted underwriting
   loss (pretax) (3).......    $  (795.2)    $  (989.8)    $(1,291.6)    $  (850.3)    $  (821.1)
                               _________     _________     _________     _________     _________
                               _________     _________     _________     _________     _________
  Net investment income,
   fees and other income
   and net realized
   capital gains...........    $   948.1     $ 1,247.7     $ 1,437.2     $ 1,323.3     $ 1,389.9
                               _________     _________     _________     _________     _________
                               _________     _________     _________     _________     _________

  Loss ratios..............         84.9%         89.6%         93.0%         83.7%         83.0%
  Expense ratios...........         32.2          32.3          32.7          30.4          29.3

  Combined ratios:
    Before policyholder
    dividends..............        117.1%        121.9%        125.7%        114.1%        112.3%
                               _________     _________     _________     _________     _________
                               _________     _________     _________     _________     _________
    After policyholder
    dividends..............        117.7%        122.5%        126.4%        115.0%        113.3%
                               _________     _________     _________     _________     _________
                               _________     _________     _________     _________     _________
    After policyholder
    dividends, adjusted for
    discounting............        117.7%        113.6% (1)    126.4%        115.0%        113.3%
                               _________     _________     _________     _________     _________
                               _________     _________     _________     _________     _________
<FN>
(1) Has 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.

(3) 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>

<PAGE> 14

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 the establishment of a reserve for severance and 
facilities charges, deferred policy acquisition costs and pre-1992 
salvage and subrogation) to underwriting results.

The following table sets forth for major domestic Property-
Casualty coverages for the years indicated (a) the percentage of 
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>
                          1994             1993             1992             1991            1990
                          ____             ____             ____             ____            ____
                              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.......   15.6%  111.6   17.7%   119.3    17.1%   127.7    18.3%   133.0    17.9%  131.4
  Property damage.....    5.7    95.9    6.5     70.0     6.5     81.2     7.2    101.8     7.1   101.8
Auto physical damage..    8.2    99.4    9.2     91.8     9.6     94.9    11.8     90.3    12.7    93.6
Fidelity and surety...    3.8    80.4    3.7     92.9     3.0     91.8     3.0     99.4     2.9   100.1
Fire and allied lines.    4.7   116.5    4.3    123.7     3.2    127.0     3.2    127.0     3.0    95.3
General liability.....   12.4   177.9   12.4    150.5    13.2    166.8    11.0    118.7    11.3   107.7
Homeowners............    9.0   136.1    9.1    124.0     7.9    132.6     8.8    112.4     9.6   108.0
Marine................    3.1    97.0    3.0     94.1     2.6     90.6     2.3    105.6     2.4    95.3
Multiple peril........   18.5   112.0   17.2    115.6    15.0    115.2    12.2    110.0    11.4   108.1
Workers' compensation.   17.5   117.1   17.9    171.1    20.8    138.2    21.2    120.0    20.7   125.8
Other (1).............    1.5     N/M*  (1.0)     N/M*    1.1      N/M*    1.0      N/M*    1.0     N/M*
                        _____          _____            _____            _____            _____
  Total before
   policyholders'
   dividends..........  100.0%  122.7  100.0%   124.5   100.0%   125.4   100.0%   114.4   100.0%  112.5
                        _____   _____  _____    _____   _____    _____   _____    _____   _____   _____
                        _____   _____  _____    _____   _____    _____   _____    _____   _____   _____
  Total after
   policyholders'
   dividends..........          123.3           125.2            126.1            115.4           113.4
                                _____           _____            _____            _____           _____
                                _____           _____            _____            _____           _____
  Total after
   policyholders'
   dividends, adjusted
   for discounting....          123.3           116.4 (2)        126.1            115.4           113.4
                                _____           _____            _____            _____           _____
                                _____           _____            _____            _____           _____
<FN>

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

(2) Has been adjusted for the cumulative effect benefit of discounting of workers'
    compensation life table indemnity reserves ($250.0 million, after-tax).

*   Not meaningful.

</TABLE>


<PAGE> 15

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

<TABLE>
<CAPTION>
(Millions)                      1994         1993         1992         1991         1990
                                ____         ____         ____         ____         ____
<S>                             <C>          <C>          <C>          <C>          <C>
Auto liability:
 Bodily injury...............   $  685.9     $  798.9     $  841.6     $1,061.0    $ 1,126.0
 Property damage.............      251.1        295.1        322.0        420.1        448.0
Auto physical damage.........      359.6        414.3        472.1        686.2        800.3
Fidelity and surety..........      169.3        166.8        146.9        174.4        184.9
Fire and allied lines........      206.0        192.6        156.4        186.2        191.1
General liability............      544.2        560.6        647.4        641.7        710.8
Homeowners...................      394.9        412.7        389.5        509.0        604.6
Marine.......................      137.7        134.0        125.8        135.6        150.2
Multiple peril...............      815.3        776.1        738.0        707.5        717.4
Workers' compensation........      768.8        808.4      1,021.4      1,231.3      1,298.3
Other (1)....................       67.7        (42.5)        55.2         57.6         59.2
                                ________     ________     ________     ________     ________
   Total.....................   $4,400.5     $4,517.0     $4,916.3     $5,810.6     $6,290.8
                                ________     ________     ________     ________     ________
                                ________     ________     ________     ________     ________
_____________________
<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 
Property-Casualty direct written premiums in various jurisdictions 
for the years indicated:

        GEOGRAPHIC DISTRIBUTION OF DIRECT WRITTEN PREMIUMS

<TABLE>
<CAPTION>
                              1994       1993       1992       1991       1990
                              ____       ____       ____       ____       ____
<S>                           <C>        <C>        <C>        <C>        <C>

California (1,2)........       7.8%       9.2%       9.6%       9.2%       9.4%
Connecticut.............       5.9        5.8        6.0        6.0        5.9
Florida.................       5.4        4.7        4.1        4.1        4.5
Georgia.................       1.6        1.6        1.7        2.1        2.1
Illinois................       2.8        2.8        2.7        2.7        2.6
Louisiana...............       1.0        1.2        2.1        2.5        2.3
Massachusetts (3).......       5.4        6.2        7.5        8.3        8.1
New Jersey..............       5.6        5.1        4.4        3.9        3.4
New York................      17.9       17.7       17.4       16.8       16.1
North Carolina..........       3.4        3.4        3.0        3.1        3.2
Ohio....................       2.2        2.0        1.7        1.7        1.9
Pennsylvania............       7.5        7.6        7.3        7.0        6.6
Tennessee...............       2.0        2.2        2.0        1.9        1.8
Texas...................       5.9        4.9        4.9        6.0        6.3
Virginia................       2.8        2.7        2.7        2.6        3.4
All other (4)...........      22.8       22.9       22.9       22.1       22.4
                             _____      _____      _____      _____      _____
   Total................     100.0%     100.0%     100.0%     100.0%     100.0%
                             _____      _____      _____      _____      _____
                             _____      _____      _____      _____      _____
_____________________
<FN>

(1) The reduction in direct written premiums in 1994 primarily reflects a
    $30.7 million settlement with the California Department of Insurance
    related to Proposition 103, which settlement did not have a material
    effect on earnings as a result of reserves previously established.

(2) In 1993, the company withdrew from the California personal automobile
    insurance market and in 1994, reduced its exposure in certain commercial
    property-casualty lines.

(3) 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.

(4) All other jurisdictions, none of which accounted for more than 2% in
    any year.

</TABLE>


<PAGE> 16

Competition
___________

Property-casualty insurance is highly competitive in the areas of 
price, service, agent relationships and, in the case of personal 
property-casualty business, method of distribution (i.e., use of 
independent agents, captive agents and/or employees).  There are 
approximately 3,900 property-casualty insurance companies in the 
United States.  Of those companies, approximately 900 operate in 
all or most states and write the vast majority of the business 
while over 2,300 offer one or more personal property-casualty 
products similar to those marketed by Aetna.  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 1993 written premiums, Aetna is one 
of the largest underwriters of commercial and personal property-
casualty coverages in the United States.

Method of Distribution
______________________

Aetna's property-casualty coverages are sold through approximately 
4,500 independent agents and brokers supervised and serviced by 22 
district offices with over 70 other points of service throughout 
the country.

Reserves
________

See Reserves Related to Property-Casualty Operations on pages 17 
through 20.

Reinsurance
___________

Approximately one-third 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 90% of specified 
property losses between $150 million and $400 million.  The 
company also has in place for 1995 an aggregate excess of loss 
arrangement with respect to all of its property-casualty lines for 
accident year 1995, providing up to additional net protection of 
approximately $250 million.

For additional information on reinsurance, see MD&A - Property-
Casualty Reserves and Note 16 of Notes to Financial Statements in 
the Annual Report.


<PAGE> 17

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 (other 
than fidelity and surety bonds beginning in 1995) 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.

5.  Reserves Related to Property-Casualty Operations

Aetna establishes reserve liabilities designed to reflect 
estimates of the ultimate cost, to the extent reasonably 
estimable, 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 
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 
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.

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

<PAGE> 18

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

<TABLE>

<CAPTION>

(Millions)                                  1994         1993         1992
                                            ____         ____         ____

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

Net unpaid claims and claim adjustment
 expenses, net of discount, at
 beginning of year....................      $11,438      $11,747      $11,407

Incurred claims and claim
 adjustment expenses:

  Provision for insured events of
   the current year...................        3,631        3,724        4,407

  Increases in provision for insured
   events of prior years..............          252          574 (3)      466

  Cumulative effect of discounting....            -         (514)           -
                                            _______      _______      _______

Total incurred claims and claim
 adjustment expenses..................        3,883        3,784        4,873
                                            _______      _______      _______

Payments:

  Claims and claim adjustment expenses
   attributable to insured events of
   the current year...................        1,375        1,204        1,560

  Claims and claim adjustment expenses
   attributable to insured events of
   prior years........................        2,783        2,889        2,973
                                            _______      _______      _______

Total payments........................        4,158        4,093        4,533
                                            _______      _______      _______

Net unpaid claims and claim
 adjustment expenses, net of discount,
 at end of the year...................       11,163       11,438       11,747

Reinsurance recoverables, end of year.        4,629        4,410        4,233
Deductible amounts recoverable from
 policyholders, end of year (4).......          352            -            -
                                            _______      _______      _______

Gross unpaid claims and claim
 adjustment expenses, at end of year...     $16,144      $15,848      $15,980
                                            _______      _______      _______
                                            _______      _______      _______

<FN>

(1) Accident and health business is excluded.

(2) Includes International.

(3) Includes increases in provision for insured events of prior years of $674 million,
    offset by the current year effect of the change in accounting to report workers'
    compensation life table indemnity claims on a discounted basis of $(100) million
    related to the provision for insured events of prior years.

(4) FASB Interpretation No. 39, Offsetting of Amounts Related to Certain Contracts,
    was adopted in 1994.

</TABLE>


<PAGE> 19

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"), for the property-casualty unpaid claims and claim 
adjustment expenses:  (1)

<TABLE>
<CAPTION>

(Millions)                                  1994         1993         1992
                                            ____         ____         ____
<S>                                         <C>          <C>          <C>
Statutory unpaid claims and
 claim adjustment expenses..........        $11,009      $11,253      $11,541

Adjustments:
  Subsidiary operations (2).........            154          185          206
  Reinsurance recoverables (3)......          4,629        4,410        4,233
  Deductible amounts recoverable
   from policyholders (4)...........            352            -            -
                                            _______      _______      _______

GAAP unpaid claims and
 claim adjustment expenses..........        $16,144      $15,848      $15,980
                                            _______      _______      _______
                                            _______      _______      _______

<FN>

(1) Accident and health business is excluded.

(2) These operations are accounted for on an equity basis for statutory purposes.

(3) FAS 113, Accounting and Reporting for Reinsurance of Short-Duration and
    Long-Duration Contracts, requires reporting claim liabilities gross of
    reinsurance recoverables.

(4) Information presented gross in 1994 due to the adoption of FASB Interpretation
    No. 39, Offsetting of Amounts Related to Certain Contracts, which requires reporting
    claim liabilities gross of deductible amounts recoverable from policyholders.

</TABLE>


The following reserve runoff table represents Aetna's combined 
property-casualty loss and loss expense experience, net of 
reinsurance recoverables and deductible amounts recoverable from 
policyholders.  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 1994; 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 (i) workers' compensation claims; 
(ii) environmental-related liability risks; and (iii) asbestos and 
other product liability risks.

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> 20

<TABLE>
<CAPTION>

Year Ended                 1984   1985   1986   1987   1988   1989    1990    1991    1992    1993    1994
                           ____   ____   ____   ____   ____   ____    ____    ____    ____    ____    ____
(Millions)
<S>                        <C>    <C>    <C>    <C>    <C>    <C>     <C>     <C>     <C>     <C>     <C>
Net liability for unpaid
  claims and claim
  adjustment expenses net
  of discount  (1)........ $5,948 $6,560 $7,503 $8,708 $9,843 $10,557 $11,064 $11,407 $11,747 $11,438 $11,163

Paid (cumulative) as of:

  End of year..............     0      0      0      0      0       0       0       0       0       0       0
  One year later........... 1,844  2,067  2,180  2,552  3,134   3,069   3,080   2,973   2,889   2,783
  Two years later.......... 3,055  3,372  3,727  4,547  4,955   4,994   5,133   5,116   4,890
  Three years later........ 3,936  4,436  5,179  5,797  6,250   6,404   6,735   6,603
  Four years later......... 4,669  5,504  6,065  6,682  7,212   7,578   7,789
  Five years later......... 5,493  6,118  6,692  7,354  8,048   8,340
  Six years later.......... 5,942  6,571  7,197  7,991  8,584
  Seven years later........ 6,290  6,955  7,705  8,376
  Eight years later........ 6,597  7,375  8,002
  Nine years later......... 6,959  7,639
  Ten years later.......... 7,183

Net liability reestimated as of:

  End of year.............. 5,948  6,560  7,503  8,708  9,843  10,557  11,064  11,407  11,747  12,072  11,807
  One year later........... 6,013  6,778  7,746  9,022 10,015  10,644  11,109  11,873  12,421  12,311
  Two years later.......... 6,272  7,056  8,188  9,312 10,203  10,791  11,737  12,677  12,741
  Three years later........ 6,531  7,536  8,539  9,547 10,457  11,376  12,578  13,068
  Four years later......... 6,926  7,910  8,813  9,808 10,985  12,090  13,038
  Five years later......... 7,291  8,156  9,084 10,319 11,624  12,643
  Six years later.......... 7,515  8,422  9,577 10,860 12,169
  Seven years later........ 7,778  8,907 10,089 11,419
  Eight years later........ 8,250  9,398 10,652
  Nine years later......... 8,707  9,964
  Ten years later.......... 9,248

Effect of discounting:
  1993.....................  (235)  (274)  (317)  (362)  (417)   (473)   (528)   (577)   (614)   (634)
  1994.....................  (216)  (256)  (299)  (343)  (397)   (453)   (512)   (563)   (596)   (621)   (644)

Net liability reestimated,
  net of discounting:  (1)
  1993..................... 8,472  9,124  9,772 10,498 11,207  11,617  12,050  12,100  11,807  11,438
  1994..................... 9,032  9,708 10,353 11,076 11,772  12,190  12,526  12,505  12,145  11,690  11,163

Redundancy (Deficiency)....(3,084)(3,148)(2,850)(2,368)(1,929) (1,633) (1,462) (1,098)   (398)   (252)      0
Change in redundancy
  (deficiency).............   N/A    (64)   298    482    439     296     171     364     700     146     252

Gross liability,
  end of year (2,3)........                                                           $15,980 $15,848 $16,144
Reinsurance recoverables...                                                             4,233   4,410   4,629
Deductible amounts
  recoverable from
  policyholders............                                                                 -       -     352
                                                                                      _______ _______ _______
Net liability,
  end of year..............                                                           $11,747 $11,438 $11,163
                                                                                      _______ _______ _______
                                                                                      _______ _______ _______

Gross reestimated
  liability-latest (2).....                                                           $16,701 $16,237
Reestimated
  recoverable-latest.......                                                             4,556   4,547
                                                                                      _______ _______
Net reestimated
  liability-latest.........                                                           $12,145 $11,690
                                                                                      _______ _______
                                                                                      _______ _______

Gross cumulative deficiency                                                           $  (721)$  (389)
                                                                                      _______ _______
                                                                                      _______ _______
<FN>
(1) The reestimated liability at December 31, 1993 includes $574 million related to development
    in workers' compensation reserves in the fourth quarter of 1993.  This affected the reestimated
    liability by reserve year as follows:  $574 million in 1992; $565 million in 1991; $534 million
    in 1990; $484 million in 1989; $433 million in 1988; $396 million in 1987; $372 million in 1986;
    $346 million in 1985; and $308 million in 1984.
(2) Information presented gross in 1994 and 1993 due to the adoption of FAS No. 113, Accounting and
    Reporting for Reinsurance of Short-Duration and Long-Duration Contracts in 1993.  Adoption of
    FAS No. 113 had no impact on the 1993 net loss.
(3) Information presented gross in 1994 due to the adoption of FASB Interpretation No. 39, Offsetting
    of Amounts Related to Certain Contracts, which requires reporting claim liabilities gross of
    deductible amounts recoverable from policyholders.
</TABLE>

<PAGE> 21

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, 
Mexico, Taiwan, Chile, Malaysia, Hong Kong, New Zealand, Peru, 
Argentina and Korea.  (For additional information regarding the 
products offered by International, see MD&A - International in the 
Annual Report.)  As part of the company's decision to realign its 
segments (please see "Organization of Business" on page 3), United 
Kingdom reinsurance operations, previously included within 
International, are now reflected in the Property-Casualty segment.  
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, foreign currency fluctuations and 
the potential for restrictive capital regulations.  Despite these 
risks, management believes that its operations are sufficiently 
maturing and, therefore, such risks are not substantial 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)                          1994         1993         1992         1991         1990
                                    ____         ____         ____         ____         ____
<S>                                 <C>          <C>          <C>          <C>          <C>

Premiums..........................  $  887.1     $  909.5     $  814.8     $  500.0     $  415.9
                                    ________     ________     ________     ________     ________
                                    ________     ________     ________     ________     ________
Net investment income, other
 income and net realized capital
 gains/losses.....................  $  409.9     $  369.8     $  387.6     $  390.2     $  257.0
                                    ________     ________     ________     ________     ________
                                    ________     ________     ________     ________     ________
Life insurance in force, end
  of year.........................  $ 45,126     $ 44,186     $ 37,172     $ 30,083     $ 21,238
                                    ________     ________     ________     ________     ________
                                    ________     ________     ________     ________     ________

</TABLE>


Premium reduction in 1994 resulted from the company's 1994 change 
in its accounting for an affiliate from the consolidated basis of 
accounting to the equity basis of accounting (recorded premiums 
were $79 million and $136 million in 1994 and 1993, respectively) 
which was substantially offset by growth in the Pacific Rim 
operations.

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.


<PAGE> 22

7.  Corporate

The Corporate segment includes interest expense and other 
corporate net expenses, which are not directly related to the 
company's business segments.  Other corporate net expenses include 
operating expenses such as corporate staff areas, advertising and 
contributions, and net investment income.

8.  General Account 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. The company's investment objective is to fund policyholder 
and certain corporate liabilities in a manner which enhances 
shareholder and contractholder value, subject to appropriate risk 
constraints.  It is the company's intention that this investment 
objective be met by a mix of investments which matches the 
characteristics of the liabilities they support; diversifies the 
types of investment risks in its portfolios by interest rate, 
liquidity, credit and equity price risk; and achieves asset 
diversification by investment type, industry, issuer and 
geographic location.  The company regularly projects duration and 
cash flow characteristics of its liabilities and makes appropriate 
adjustments in the portfolios of assets which support the 
liabilities.  Using financial modeling and other techniques, the 
company regularly evaluates the appropriateness of the investments 
relative to the company's management-approved investment 
guidelines and the business objectives of the portfolios.  The 
company also utilizes futures and forward contracts, swap 
agreements and certain debt instruments with derivative 
characteristics in order to manage investment returns and to align 
maturities, interest rates, currency rates and funds availability 
with its obligations.  (See Note 18 of Notes to Financial 
Statements in the Annual Report for a discussion of the company's 
hedging activities.)

See MD&A - General Account 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 health care, group life and disability, individual 
life, 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.


<PAGE> 23

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)                                 1994 (2,3)   1993 (2,3) 1992       1991       1990
                                           ____         ____       ____       ____       ____

<S>                                        <C>          <C>        <C>        <C>        <C>
Debt securities:
  Bonds:
    United States Government and
      government agencies and
      authorities..................        $ 4,214.4    $ 4,800.8  $ 2,318.7  $ 1,443.1  $   585.7
    States, municipalities and
      political subdivisions.......            276.3        157.8      171.7      247.6      123.4
    Foreign(4).....................            846.1      2,538.5      846.5    1,410.6    1,526.9
    Public utilities...............          1,944.1      2,046.1    1,615.3    2,079.9    2,518.3
    Financial......................          3,999.7      3,643.0    2,188.6    2,477.3    2,985.7
    Transportation/Capital goods...          2,234.4      1,950.8    1,728.6    2,285.2    2,650.9
    Mortgage-backed securities.....          5,433.1      8,735.5   10,117.4    8,208.3    7,132.1
    Other loan-backed securities...          1,331.8         49.1          -          -          -
    Food and fiber.................            597.8        708.5      652.5      750.4      857.7
    Natural resources and services             686.8        842.0      600.4      738.5      800.0
    All other corporate bonds......          4,165.0      3,033.6    3,037.5    2,816.1    2,765.1
                                           _________    _________  _________  _________  _________
      Total bonds..................         25,729.5     28,505.7   23,277.2   22,457.0   21,945.8
  Redeemable preferred stocks......              3.2          1.3        1.8        3.3        1.6
                                           _________    _________  _________  _________  _________
      Total debt securities........         25,732.7     28,507.0   23,279.0   22,460.3   21,947.4
                                           _________    _________  _________  _________  _________

  Equity securities:
    Common stocks..................            277.4        210.5      108.8      101.1       73.2
    Non-redeemable preferred stocks             92.3        101.0      107.8      158.3      147.4
                                           _________    _________  _________  _________  _________
      Total equity securities......            369.7        311.5      216.6      259.4      220.6
                                           _________    _________  _________  _________  _________

  Short-term investments...........            261.8        413.5      838.7       73.3      883.1
  Mortgage loans...................          9,742.9     12,331.2   15,203.0   17,507.0   19,499.2
  Real estate (5)..................          1,162.2        944.1    1,116.3    1,022.2      728.7
  Policy loans.....................            481.3        448.3      427.4      414.2      404.1
  Other............................            319.3        242.3      319.9      229.4      593.8
                                           _________    _________  _________  _________  _________
      Total investments............        $38,069.9    $43,197.9  $41,400.9  $41,965.8  $44,276.9
                                           _________    _________  _________  _________  _________
                                           _________    _________  _________  _________  _________

Cash and cash equivalents..........        $ 2,158.4    $ 1,232.5  $ 1,516.3  $ 2,231.3  $ 1,037.8
                                           _________    _________  _________  _________  _________
                                           _________    _________  _________  _________  _________

Accrued investment income..........        $   552.9    $   529.7  $   523.6  $   575.8  $   630.4
                                           _________    _________  _________  _________  _________
                                           _________    _________  _________  _________  _________

<FN>

(1) Excludes International, Separate Accounts and investments in affiliates.

(2) The majority of debt securities are carried at fair value in 1994 and 1993 due to the
    adoption of FAS No. 115, Accounting for Certain Investments in Debt and Equity Securities,
    at December 31, 1993.

(3) Includes $11.9 billion and $14.7 billion of assets supporting discontinued products in
    1994 and 1993, respectively.

(4) "Foreign" includes foreign governments, foreign political subdivisions, foreign public
    utilities and all other bonds of foreign issuers.

(5) Includes acquisition of real estate through foreclosures (including in-substance
    foreclosures in 1994) of mortgage loans.

</TABLE>


<PAGE> 24

Mortgage-backed securities at December 31, 1994, 1993 and 1992 
included the following categories of collateralized mortgage 
obligations:  (1)

<TABLE>
<CAPTION>
(Millions)
                                    Amortized Cost     Fair Value       Yield (2)
                                    ______________     __________       _____
<S>                                 <C>                <C>              <C>
1994
Sequentials....................     $  775.7           $  765.3           9.4%
Planned Amortization Class.....      1,971.9            1,831.2           8.1
Interest Only..................         21.1               38.7          27.9
Principal Only.................         56.0               61.3          11.8
Z-Tranches.....................        300.6              271.0           9.1
Other..........................        124.5              123.8           8.6
                                    ________           ________
  Total........................     $3,249.8           $3,091.3           8.7
                                    ________           ________
                                    ________           ________

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
                                    ________           ________
                                    ________           ________
<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, disability, 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:
1994...............  $3,327.7           8.1%               $  (50.8)        $ (821.3)
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)
<FN>
(1) Excludes International, Separate Accounts and investments in affiliates.

(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, disability, 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 in all years and discontinued products in 1994 and 1993.
</TABLE>


<PAGE> 25

b.  Investments Related to Property-Casualty Operations

The investment strategies for assets related to 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)                               1994 (2)     1993 (2)    1992        1991        1990
                                         ____         ____        ____        ____        ____

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

Debt Securities:
  Bonds:
    United States Government
      and government agencies
      and authorities...............     $ 3,417.5    $ 3,341.9    $   895.7   $   828.2   $   622.9
    States, municipalities and
      political subdivisions........       1,408.1      2,086.9      2,210.0     2,953.1     4,114.4
    Foreign(3)......................         161.2        757.2        533.0       597.8       431.4
    Public utilities................         520.3        717.3        676.3       455.9       293.3
    Financial.......................         536.1      1,280.0        708.6       946.3       768.1
    Transportation/Capital goods....         616.3        215.9        290.3       256.2       225.1
    Mortgage-backed securities......       1,273.6      1,453.5      3,029.5     2,561.7     2,009.9
    Other loan-backed securities....         317.5            -            -           -           -
    Food and fiber..................         141.9        218.3        213.9       169.8       122.3
    Natural resources and services..         282.1        279.6        334.3       268.6       166.6
    All other corporate bonds.......         863.9        636.8        602.9       287.0       217.3
                                         _________    _________    _________   _________   _________
        Total bonds.................       9,538.5     10,987.4      9,494.5     9,324.6     8,971.3
    Redeemable preferred stocks.....          71.1         92.3        162.8       140.5       166.0
                                         _________    _________    _________   _________   _________
        Total debt securities.......       9,609.6     11,079.7      9,657.3     9,465.1     9,137.3
                                         _________    _________    _________   _________   _________

Equity securities:
  Common stocks.....................       1,038.5      1,169.5      1,015.0       645.9       484.2
  Non-redeemable preferred stocks...          17.3          7.2          7.8        14.4        21.0
                                         _________    _________    _________   _________   _________
        Total equity securities.....       1,055.8      1,176.7      1,022.8       660.3       505.2
                                         _________    _________    _________   _________   _________

Short-term investments..............         113.2        235.8        506.8       479.2       720.1
Mortgage loans......................       1,453.7      1,834.1      2,126.0     2,303.8     2,629.7
Real estate (4).....................         267.6        314.8        344.6       317.0       240.3
Other...............................         389.3        295.7        258.9       490.0       331.8
                                         _________    _________    _________   _________   _________
        Total investments...........     $12,889.2    $14,936.8    $13,916.4   $13,715.4   $13,564.4
                                         _________    _________    _________   _________   _________
                                         _________    _________    _________   _________   _________

Cash and cash equivalents...........     $   699.5    $   (11.0)   $   597.1   $   382.4   $   471.3
                                         _________    _________    _________   _________   _________
                                         _________    _________    _________   _________   _________

Accrued investment income...........     $   179.6    $   206.8    $   192.7   $   201.6   $   209.2
                                         _________    _________    _________   _________   _________
                                         _________    _________    _________   _________   _________

<FN>

(1) Excludes International and investments in affiliates.

(2) The majority of debt securities are carried at fair value in 1994 and 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.

(4) Includes acquisition of real estate through foreclosures (including in-substance
    foreclosures in 1994) of mortgage loans.

</TABLE>


<PAGE> 26

Mortgage-backed securities at December 31, 1994, 1993 and 1992 
included the following categories of collateralized mortgage 
obligations:  (1)

<TABLE>
<CAPTION>
(Millions)
                                    Amortized Cost     Fair Value        Yield (2)
                                    ______________     __________        _____
<S>                                 <C>                <C>               <C>
1994
Sequentials....................     $  169.4           $  148.3           8.8%
Planned Amortization Class.....        143.5              129.8           9.1
                                    ________           ________
  Total........................     $  312.9           $  278.1           8.9
                                    ________           ________
                                    ________           ________


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
                                    ________           ________
                                    ________           ________

<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:
1994...............  $  842.5          6.5%           $   (8.4)          $ (914.1)
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)

<FN>

(1) Excludes International and investments in affiliates.

(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.  Intercompany transactions between life, health, disability, annuity and
    pension operations and property-casualty operations have not been eliminated.

</TABLE>


<PAGE> 27

9.  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, 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, 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.

Legislative proposals to change the health insurance system have 
been prominent at both the state and national levels.  (For 
additional discussion, see MD&A - Aetna Health Plans 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 and operations 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 auto and property insurance and workers' 
compensation coverage, 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.


<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 and 1992 were $17 million and $49 million, 
respectively.  There were no such charges in 1994.  The level of 
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.  In addition, there have been some legislative 
efforts to limit or repeal the tax offset provisions, although 
these efforts have, for the most part, been unsuccessful.

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.

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 usual 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 usual 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 1993, two of 
Aetna Life and Casualty Company's significant subsidiaries had more 
than two IRIS ratios that were outside of the NAIC usual ranges, as 
discussed below.

Aetna Life Insurance Company ("ALIC") fell outside the usual ranges 
in 1993 for:  (i) the Net Change in Capital and Surplus Ratio which 
is calculated by dividing the change in capital and surplus between 
the prior and the current year (net of any capital and surplus paid 
in) by the prior year capital and surplus; (ii) the Gross Change in 
Capital and Surplus Ratio which is calculated by dividing the change 
in capital and surplus between the prior and the current year by the 
prior year capital and surplus; (iii) the Adequacy of Investment 
Income Ratio which compares investment income to credited interest; 
and (iv) the Real Estate and Total Mortgage Loans to Cash and 
Invested Assets Ratio which measures the relative size of the real 
estate and mortgage loan portfolios.  The regulators were satisfied, 
after analysis, that ALIC did not warrant special attention.


<PAGE> 30

In 1993, The Aetna Casualty and Surety Company ("AC&S") fell outside 
of the usual 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; (iii) the Ratio of Liabilities to Liquid Assets 
which measures the liquidity of a company; and (iv) the Two-Year 
Reserve Development to Surplus Ratio which measures the change in 
prior years' estimates calculated as a percentage of policyholders' 
surplus two years previous.  Significant additions to prior years' 
losses for asbestos bodily injury and environmental liability claims 
and the redeployment of capital by Aetna Life and Casualty Company 
from another of its subsidiaries to AC&S caused certain of the ratios 
described above to fall outside of the usual 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 the NAIC 
usual ranges for 1994.

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)                             1994        1993       1992      1991      1990
                                       ____        ____       ____      ____      ____
<S>                                    <C>         <C>        <C>       <C>       <C>

Ratio of Earnings to Fixed Charges     4.60        (a)        .42 (b)   2.13      3.03
Ratio of Earnings to Combined Fixed
  Charges and Preferred Stock
  Dividends                            4.60        (a)        .42 (b)   2.13      3.03

<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) and 
includes the dividends paid to preferred shareholders of a 
subsidiary.  (See Note 11 of Notes to Financial Statements in the 
Annual Report.)  For the years ended December 31, 1994, 1993, 1992, 
1991 and 1990 there was no preferred stock outstanding.  As a result, 
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 40,900 domestic employees at December 31, 
1994.

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 1994.  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 15 
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 vacated 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 and certain present and former officers and directors 
thereof.

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 Life and Casualty Company common stock 
at artificially inflated prices.  The suit seeks certification of 
the class and 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 answered the complaint, denying all substantive averments, 
and the parties engaged in substantial discovery.  On August 29, 
1994, the District Court granted the defendants' motion for 
summary judgment and on September 8, 1994, entered a final 
judgment in favor of all defendants.  The plaintiff has filed an 
appeal from that judgment to the United States Court of Appeals 
for the Second Circuit.  Aetna believes that the suit is supported 
neither as a matter of fact nor as a matter of law and, with the 
other defendants, will continue to contest vigorously the 
litigation.


<PAGE> 33

In Re:  Attorneys General Antitrust Litigation

The description of this litigation is contained in Note 19 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 environmental and 
asbestos-related claims.  These lawsuits and other factors make 
reserving for these 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, such litigation (other than 
that related to environmental and asbestos-related claims, which 
is subject to significant uncertainties), net of reserves 
established therefor and giving effect to reinsurance probable of 
recovery, is not expected to result in judgments for amounts 
material to the financial condition of the company, although it 
may adversely affect results of operations in future periods.  The 
company is expected to be affected adversely in the future by 
losses for environmental and asbestos-related claims and related 
litigation expenses and such effect could be material to the 
company's future results, liquidity and/or capital resources.

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         62          (1)

Richard L. Huber          Vice Chairman for
                          Strategy and Finance           58          (2)

Zoe Baird                 Senior Vice President and
                          General Counsel                42          (3)

Gary G. Benanav           Executive Vice President,
                          Property/Casualty**            49          (4)

Mary Ann Champlin         Senior Vice President,
                          Human Resources                47          (5)

Daniel P. Kearney         Executive Vice President,
                          Investments/Financial 
                          Services**                     55          (6)

James W. McLane           Executive Vice President,
                          Health/Group Life**            56          (7)

Vanda B. McMurtry         Senior Vice President,
                          Federal Government Relations   45          (8)

Robert E. Broatch         Senior Vice President,
                          Finance, and Corporate
                          Controller                     46          (9)

Brian E. Scott            Vice President and       
                          Senior Corporate Actuary       58         (10)

<FN>

*   As of March 1, 1995.

**  Executive Vice Presidents, in conjunction with certain other senior
    officers, are responsible for assisting the Chairman and Vice 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 businesses:
       Mr. Benanav -- property-casualty and international;
       Mr. Kearney -- investments, large case pensions and ALIAC;
       Mr. McLane  -- Aetna Health Plans.

</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)
Mr. Huber has served in his current position since February 1995.  
From September 1994 to February 1995, he served as President and 
Chief Operating Officer of Grupo Wasserstein Perella.  From 1990 
to September 1994, he served as Vice Chairman of Continental Bank.  
From 1988 to 1990, he served as Executive Vice President and Head 
of Capital Markets and Foreign Exchange Sector, Chase Manhattan 
Bank.

(3)
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.

(4)
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.

(5)
Mrs. 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.

(6)
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.

(7)
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.


<PAGE> 36

(8)
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.

(9)
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.

(10)
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 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 28, 1995, 
there were 25,429 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 1994 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" in the 
Proxy Statement is incorporated herein by reference.

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" in 
the Proxy Statement is incorporated herein by reference.

Item 13.  Certain Relationships and Related Transactions.

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

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 42.


<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 company's 1992 Form 10-K, 
filed on March 17, 1993 (the "1992 Form 10-K").

By-Laws of Aetna Life and Casualty Company, incorporated by 
reference to the company's 1993 Form 10-K filed on March 18, 1994 
(the "1993 Form 10-K").

(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 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 company's Registration 
Statement on Form S-3 (File No. 33-50427).

Conformed copy of 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.

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

Conformed copy of Written Action dated as of November 15, 1994, 
establishing the terms of Series A Preferred Securities of Aetna 
Capital L.L.C., incorporated herein by reference to the company's 
Form 8-K filed on November 22, 1994.

Conformed copy of Subordinated Indenture dated as of November 1, 
1994, between the company and The First National Bank of Chicago, 
as Trustee, incorporated herein by reference to the company's Form 
8-K filed on November 22, 1994.

Conformed copy of Payment and Guarantee Agreement dated November 
22, 1994, of the company with respect to Aetna Capital L.L.C., 
incorporated herein by reference to the company's Form 8-K filed 
on November 22, 1994.

(10)  Material contracts.

The 1984 Stock Option Plan 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. **


<PAGE> 40

Aetna Life and Casualty Company's 1986 Management Incentive Plan, 
as amended effective February 25, 1994, incorporated herein by 
reference to the 1993 Form 10-K. **

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

Aetna Life and Casualty Company 1994 Non-Employee Director 
Deferred Stock Plan, incorporated herein by reference to the 
company's 1994 proxy statement, filed on March 18, 1994 (the "1994 
Proxy Statement"). **

Aetna Life and Casualty Company 1994 Stock Incentive Plan, 
incorporated herein by reference to the 1994 Proxy Statement. **

Letter Agreement, dated December 18, 1993, between Aetna Life and 
Casualty Company and David A. Kocher, incorporated herein by 
reference to the 1993 Form 10-K. **

Letter Agreement, dated September 20, 1994, between Aetna Life and 
Casualty Company and Patrick W. Kenny, incorporated by reference 
to the company's Form 10-Q filed on October 28, 1994. **

The Aetna Life and Casualty Company 1990 Non-Employee Director 
Deferred Stock Plan, incorporated herein by reference to the 1992 
Form 10-K. **

$500,000,000 Short-Term Credit Agreement dated as of July 27, 1994 
among Aetna Life and Casualty Company, the banks listed on the 
signature pages thereof, Morgan Guaranty Trust Company of New 
York, as Managing Agent, Deutsche Bank AG, as Co-Arranger, and The 
Chase Manhattan Bank, N.A., Citibank, N.A., and Credit Suisse, as 
Co-Agents, incorporated by reference to the company's Form 10-Q 
filed on August 15, 1994 (the "1994 Second Quarter Form 10-Q").

$500,000,000 Medium-Term Credit Agreement dated as of July 27, 1994 
among Aetna Life and Casualty Company, the banks listed on the 
signature pages thereof, Morgan Guaranty Trust Company of New York, 
as Managing Agent, Deutsche Bank AG, as Co-Arranger, and The Chase 
Manhattan Bank, N.A., Citibank, N.A., and Credit Suisse, as Co-
Agents, incorporated by reference to the 1994 Second Quarter Form 
10-Q.

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 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 company's independent 
auditors, and unaudited Quarterly Data from the Annual Report.

<PAGE> 41

(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.

(24)  Powers of attorney.

(27)  Financial data schedule.

(28)  Information from reports furnished to state insurance
      regulatory authorities.

1994 Consolidated Schedule P of Annual Statements provided to 
state regulatory authorities. ***

(b)  Reports on Form 8-K

The company filed a report on Form 8-K filed on October 4, 1994, 
relating to the lowering, by certain of the rating agencies, of 
the senior debt and commercial paper ratings of Aetna Life and 
Casualty Company and the claims paying ratings of certain of its 
subsidiaries.

The company filed a report on Form 8-K filed on November 7, 1994, 
relating to the lowering by A.M. Best of the claims paying rating 
of The Aetna Casualty and Surety Company.

The company filed a report on Form 8-K filed on November 14, 1994, 
relating to the lowering by Duff & Phelps of the claims paying 
ratings of certain of Aetna Life and Casualty Company's 
subsidiaries.

The company filed a report on Form 8-K filed on November 22, 1994, 
relating to a pricing agreement with certain underwriters to offer 
and sell $275 million of Aetna Capital L.L.C.'s, a subsidiary of 
the company, 9 1/2% Cumulative Monthly Income Preferred 
Securities, Series A guaranteed by the company.


*   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.

**  Management contract or compensatory plan or arrangement.

*** Filed under cover of Form SE.


<PAGE> 42

INDEX TO FINANCIAL STATEMENT SCHEDULES

AETNA LIFE AND CASUALTY COMPANY AND SUBSIDIARIES


                                                         Page
                                                         ____

Independent Auditors' Report........................      43

   I  Summary of Investments - Other than 
      Investments in Affiliates as 
      of December 31, 1994..........................      44

 III  Condensed Financial Information of the 
      Registrant as of December 31, 1994 and 
      1993 and for the years ended December 31,
      1994, 1993 and 1992...........................      45

   V  Supplementary Insurance Information as of 
      and for the years ended December 31, 1994,
      1993 and 1992.................................      51

VIII  Valuation and Qualifying Accounts and Reserves
      for the years ended December 31, 1994, 1993
      and 1992......................................      54

  IX  Short-term Borrowings for the years ended 
      December 31, 1994, 1993 and 1992..............      55

   X  Supplemental Information Concerning 
      Property-Casualty Operations for the years
      ended December 31, 1994, 1993 and 1992........      56


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 Annual Report.  Columns omitted from schedules filed have 
been omitted because the information is not applicable.

Certain reclassifications have been made to 1993 and 1992 
financial information to conform to 1994 presentation.



<PAGE> 43

                   INDEPENDENT AUDITORS' REPORT
                   ____________________________


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


Under date of February 7, 1995, we reported on the consolidated 
balance sheets of Aetna Life and Casualty Company and Subsidiaries 
as of December 31, 1994 and 1993, 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, 
1994, as contained in the 1994 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 1994.  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  /s/ KPMG Peat Marwick LLP 
                                 __________________________
                                    (Signature)

                                     KPMG Peat Marwick LLP


Hartford, Connecticut
February 7, 1995


<PAGE> 44

            AETNA LIFE AND CASUALTY COMPANY AND SUBSIDIARIES

                              SCHEDULE I

     Summary of Investments - Other than Investments in Affiliates

                        As of December 31, 1994

<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.............    $ 8,321.5    $ 7,652.8          $ 7,652.8
     States, municipalities and 
       political subdivisions......      2,000.3      1,933.9            1,941.7
     Foreign (1)...................      1,739.2      1,685.5            1,685.5
     Public utilities..............      2,821.0      2,630.8            2,628.3
     Financial.....................      4,776.5      4,567.8            4,675.7
     Transportation/Capital goods..      2,993.0      2,992.8            2,883.3
     Mortgage-backed securities....      7,065.2      6,759.9            6,772.8
     Other loan-backed securities..      1,706.1      1,649.4            1,649.4
     Food and fiber................        801.5        767.1              739.9
     Natural resources and services      1,038.1      1,038.1            1,037.9
     All other corporate bonds.....      5,640.9      5,342.3            5,362.7
                                       _________    _________          _________

       Total bonds.................     38,903.3     37,020.4           37,030.0

   Redeemable preferred stocks.....         81.7         81.5               81.5
                                       _________    _________          _________

       Total debt securities.......     38,985.0    $37,101.9           37,111.5
                                       _________    _________          _________
                                                    _________


Equity securities:
   Common stocks:
     Public utilities..............         84.6    $    83.6               83.6
     Banks, trust and insurance
       companies...................         86.1        178.4              178.4
     Industrial, miscellaneous
       and all other...............      1,074.7      1,282.1            1,282.1
                                       _________    _________          _________

       Total common stocks.........      1,245.4      1,544.1            1,544.1
   Non-redeemable preferred 
     stocks........................        107.7        111.5              111.5
                                       _________    _________          _________

       Total equity securities.....      1,353.1    $ 1,655.6            1,655.6
                                       _________    _________          _________
                                                    _________


Short-term investments.............        450.4                           450.4
Mortgage loans.....................     11,843.6                        11,843.6
Real estate........................      1,545.7                         1,545.7
Policy loans.......................        533.8                           533.8
Other..............................        936.8 (2)                     1,152.7 (3)
                                       _________                       _________

       Total investments...........    $55,648.4                       $54,293.3
                                       _________                       _________
                                       _________                       _________
________________________
<FN>

*   See Notes 1 and 5 of Notes to Financial Statements in the company's
    1994 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 $215.9 million.

(3) Includes investments in affiliates of $215.9 million.

</TABLE>


<PAGE> 45

         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,
                                         1994         1993         1992
                                         ____         ____         ____
(Millions)

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

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

       Total revenue...................    (15.8)       (28.7)        (11.6)

Current and future benefits............        -           .8            .2
Operating expenses.....................     31.8         43.1          30.3
Severance and facilities charge........        -         50.3          22.1
Interest expense.......................     92.5         70.1          76.9
                                         _______      _______      ________

       Total benefits and expenses.....    124.3        164.3         129.5
                                         _______      _______      ________

Insurance operating losses before
 federal income taxes and equity
 in earnings of affiliates.............   (140.1)      (193.0)       (141.1)
Federal income tax benefits:
  Current..............................    (23.3)       (53.4)        (35.5)
  Deferred.............................    (29.4)       (45.6)        (15.7)
Equity in earnings (losses) of
 affiliates............................    554.9       (521.3)         84.6
                                         _______      _______      ________

Income (Loss) from continuing
 operations before extraordinary item
 and cumulative effect adjustments.....    467.5       (615.3)         (5.3)

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

Income (Loss) before extraordinary item
 and cumulative effect adjustments for
 continuing operations.................    467.5       (588.3)        168.5
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)....................... $ 467.5      $(365.9)     $   56.0
                                         _______      _______      ________
                                         _______      _______      ________

________________________

<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> 46

         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,
                                               1994          1993
                                               ____          ____
(Millions, except share data)
<S>                                            <C>           <C>
         ASSETS

Investments:
   Debt securities, available for sale
    at fair value (cost of $3.8)...........   $    3.8       $       -
   Equity securities, at market
     (cost $18.3 and $5.6).................       14.8             1.6
   Short-term investments..................       22.5            83.3
   Other...................................       10.9            10.5
   Investments in affiliates:
     Insurance and financial services
       companies...........................    6,815.8         7,916.4
     International insurance and
       financial services companies........      644.6           636.4
                                              ________       _________
         Total investments.................    7,512.4         8,648.2
Cash and cash equivalents..................          -             5.8
Premiums due and other receivables.........        2.5             2.5
Due from affiliates........................      179.3           165.5
Accrued investment income..................        1.6             1.3
Deferred federal income taxes..............      306.6           263.8
Other assets...............................       32.8            39.4
                                              ________       _________
         Total assets......................   $8,035.2       $ 9,126.5
                                              ________       _________
                                              ________       _________

         LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities:
   Insurance reserve liabilities...........   $     .6      $       .5
   Dividends payable to shareholders.......       77.7            77.4
   Long-term debt..........................    1,058.2         1,057.6
   Other liabilities.......................      127.2           154.6
   Liability for postretirement
    benefits other than pensions...........      624.1           638.9
   Due to affiliates.......................      513.1           149.0
   Federal income taxes payable............      131.3             5.4
                                              ________       _________
         Total liabilities.................    2,532.2         2,083.4
                                              ________       _________

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 112,657,758 and 112,200,567
     outstanding)..........................    1,419.2         1,422.0
   Net unrealized capital gains (losses)...   (1,071.5)          648.2
   Retained earnings.......................    5,259.6         5,103.3
   Treasury stock, at cost.................     (104.3)         (130.4)
       Total shareholders' equity..........    5,503.0         7,043.1
                                              ________       _________

         Total.............................   $8,035.2       $ 9,126.5
                                              ________       _________
                                              ________       _________
________________________
<FN>
See Notes to Condensed Financial Statements.
</TABLE>


<PAGE> 47

         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, 1994                     Common          Capital     Retained   Treasury
(Millions, except share data)                Total       Stock   Gains (Losses)     Earnings      Stock    
___________________________________________________________________________________________________________

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

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)
___________________________________________________________________________________________________________
Net income..............................         467.5                                  467.5
Net change in unrealized capital gains
  and losses............................      (1,719.7)               (1,719.7)
Common stock issued for benefit plans
  (457,191 shares)......................          26.1                                                 26.1
Loss on issuance of treasury stock......          (2.8)       (2.8)
Common stock dividends declared.........        (311.2)                                (311.2)             
                                             ______________________________________________________________
Balances at December 31, 1994                $ 5,503.0   $ 1,419.2   $(1,071.5) (1) $ 5,259.6     $  (104.3)
___________________________________________________________________________________________________________

<FN>

See Notes to Condensed Financial Statements.

(1) Excludes unrealized capital gains and losses attributable to assets supporting
    discontinued products and to assets supporting experience rated contracts.

</TABLE>


<PAGE> 48

         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,
                                                    1994       1993         1992
(Millions)                                          ____       ____         ____
<S>                                                 <C>        <C>          <C>
Cash Flows from Operating Activities:
   Net income (loss).............................   $ 467.5    $(365.9)     $  56.0
   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)
     Cumulative effect of discontinued operations         -          -        (48.9)
     (Increase) Decrease in premiums due and
      other receivables..........................     (12.3)       5.0        (41.7)
     (Increase) Decrease in accrued investment
      income.....................................      (0.3)       0.3         (3.1)
     Depreciation and amortization...............       0.1          -          0.1
     Increase (Decrease) in federal income taxes       83.1      (58.6)        73.3
     Net (decrease) increase in other assets
      and other liabilities......................     (19.7)      38.3        110.2
     Increase in insurance reserve
      liabilities................................       0.1        0.1          0.3
     Equity in (earnings) losses of affiliates...    (554.9)     521.3        (84.6)
     Gain on sale of subsidiaries................         -      (15.0)       (38.1)
     Net realized capital (gains) losses.........       7.9       22.1         (5.7)
     Amortization of net investment discounts....      (0.2)      (0.2)        (0.2)
     Other, net..................................     (90.6)    (118.2)        65.8
                                                    _______    _______      _______
       Net cash (used for)  provided by
        operating activities.....................    (119.3)    (220.2)       109.1
                                                    _______    _______      _______
Cash Flows from Investing Activities:
 Proceeds from sales of:
   Equity securities.............................       1.1          -            -
   Short-term investments........................   1,200.3    1,591.3      2,479.8
 Cost of investments in:
   Debt securities available for sale............      (3.8)         -            -
   Equity securities.............................     (21.8)     (26.3)        (2.9)
   Short-term investments........................  (1,139.6)  (1,591.5)    (2,538.6)
   Real estate...................................      (1.0)      (0.5)        (1.8)
 Proceeds from disposal of subsidiaries..........         -       93.1            -
 Investment in and advances from subsidiaries....      13.4     (631.3)       220.4
 Dividends received from affiliates..............         -      302.1        250.0
 Other, net......................................       4.0      366.0        (72.9)
                                                    _______    _______      _______
   Net cash provided by investing activities.....      52.6      102.9        334.0
                                                    _______    _______      _______
Cash Flows from Financing Activities:
   Issuance of long-term debt....................        .6      600.0            -
   Issuance of subordinated debentures
     to affiliates...............................     348.1          -            -
   Stock issued under benefit plans..............      23.3       90.8          8.2
   Repayment of long-term debt...................         -     (347.2)       (69.9)
   Dividends paid to shareholders................    (311.2)    (308.7)      (304.1)
                                                    _______    _______      _______
     Net cash (used for) provided by
      financing activities.......................      60.8       34.9       (365.8)
                                                    _______    _______      _______
Effect of exchange rate on cash
 and cash equivalents............................       0.1          -            -
                                                    _______    _______      _______
Net (decrease) increase in cash and
 cash equivalents................................      (5.8)     (82.4)        77.3
Cash and cash equivalents, beginning of year.....       5.8       88.2         10.9
                                                    _______    _______      _______
Cash and cash equivalents, end of year...........   $     -    $   5.8      $  88.2
                                                    _______    _______      _______
                                                    _______    _______      _______
Supplemental disclosure of cash flow 
 information:
     Interest paid...............................   $  90.6    $  64.2      $  83.2
                                                    _______    _______      _______
                                                    _______    _______      _______
     Income taxes received, net..................   $ 150.3    $  56.7      $  40.6
                                                    _______    _______      _______
                                                    _______    _______      _______
________________________
<FN>
See Notes to Condensed Financial Statements.
</TABLE>


<PAGE> 49

         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 Annual Report.  Certain reclassifications have been 
made to 1993 and 1992 financial information to conform to 1994 
presentation.

1.  Long-Term Debt

<TABLE>
<CAPTION>
(Millions)                                   1994         1993
                                             ____         ____
<S>                                          <C>          <C>
     Long-term debt:
     Eurodollar Notes, 9 1/2% due 1995..     $  100.2     $  100.4
     Notes, 8 5/8% due 1998.............         99.8         99.8
     Notes, 6 3/8% due 2003.............        198.9        198.7
     Debentures, 6 3/4% due 2013........        198.4        198.3
     Eurodollar Notes, 7 3/4% due 2016..         63.5         63.5
     Debentures, 8% due 2017............        199.1        198.6
     Debentures, 7 1/4% due 2023........        198.3        198.3
                                             ________     ________
                                             $1,058.2     $1,057.6
                                             ________     ________
                                             ________     ________
</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 1995 to 1999 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, 
1994, 1993 and 1992 were as follows:

<TABLE>
<CAPTION>

(Millions)                          1994       1993       1992
                                    ____       ____       ____
<S>                                 <C>        <C>        <C>
Consolidated subsidiaries.....         -       $302.1     $250.0

</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.


3.  Due to Affiliates

See Note 11 to the Consolidated Financial Statements in the Annual 
Report for a description of amounts due to Aetna Capital L.L.C., a 
subsidiary of the company.


<PAGE> 50

         AETNA LIFE AND CASUALTY COMPANY AND SUBSIDIARIES

                           SCHEDULE III

                  Condensed Financial Information

                  AETNA LIFE AND CASUALTY COMPANY

        Notes to Condensed Financial Statements (Continued)

4.  Accounting Changes

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


5.  Discontinued Products

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


6.  Sales of Subsidiaries

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


7.  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.


8.  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.


9.  Litigation

See Note 19 to the Consolidated Financial Statements in the Annual 
Report for a description of the Attorneys General Antitrust 
litigation.


<PAGE> 51

         AETNA LIFE AND CASUALTY COMPANY AND SUBSIDIARIES 

                            SCHEDULE V

                Supplementary Insurance Information

            As of and for the year ended December 31, 1994

<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>

Aetna Health Plans..........$    74.2    $ 2,487.4     $ 1,204.5 (1) $   137.5  $   682.1    $ 5,611.5
Large Case Pensions.........        -      9,916.9           1.5             -   12,548.7        234.4
Aetna Life Insurance
 & Annuity..................  1,147.3      3,281.8          25.3             -    9,106.2        168.3
Property-Casualty...........    316.0            -      16,192.9       1,425.9       46.7      4,390.8
International...............    477.2      2,293.1          54.1          41.5      839.4        887.1
Corporate...................        -            -             -             -          -            -
                            _________    _________     _________     _________  _________    _________

   Total....................$ 2,014.7    $17,979.2     $17,478.3     $ 1,604.9  $23,223.1    $11,292.1
                            _________    _________     _________     _________  _________    _________
                            _________    _________     _________     _________  _________    _________


                                            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>
Aetna Health Plans............. $   351.6   $ 1,176.0      $ 4,755.1     $       -   $ 1,845.9   $    83.8
Large Case Pensions............   2,017.4       103.4        2,175.9             -        98.2           -
Aetna Life Insurance
 & Annuity.....................     958.7       277.2          914.4          37.1       217.7           -
Property-Casualty..............     832.1       116.0        3,746.8         647.2       914.1     4,467.1
International..................     308.4       101.5          782.7          65.7       349.8        39.5
Corporate......................      (4.7)       (5.0)          22.2             -       293.6           -
                                _________   _________      _________     _________   _________   _________

     Total..................... $ 4,463.5   $ 1,769.1      $12,397.1     $   750.0   $ 3,719.3   $ 4,590.4
                                _________   _________      _________     _________   _________   _________
                                _________   _________      _________     _________   _________   _________

<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, 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>

Aetna Health Plans..........$    73.5    $ 2,513.8     $ 1,228.0 (1) $   129.7  $   697.2    $ 4,700.6
Large Case Pensions.........        -     10,027.0           1.2             -   16,318.5        185.9
Aetna Life Insurance
 & Annuity..................  1,042.4      3,075.6          15.4             -    9,207.2        125.7
Property-Casualty...........    329.6         16.9      15,771.5       1,332.5       51.2      4,653.2
International...............    421.5      1,964.3          96.1          40.0    1,318.1        909.5
Corporate...................        -            -             -             -          -            -
                            _________    _________     _________     _________  _________    _________

   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>
Aetna Health Plans............. $   376.3   $ 1,029.1      $ 3,989.3     $       -   $ 1,701.8   $    67.0
Large Case Pensions............   2,327.7        52.4        2,428.1             -       142.1           -
Aetna Life Insurance
 & Annuity.....................     962.4       270.3          870.9          38.5       275.7           -
Property-Casualty..............     952.4       295.3        4,214.7         646.2     1,172.7     4,464.7
International..................     311.6        58.2          860.1          51.7       365.3       114.1
Corporate......................     (11.4)        4.5           28.8             -       295.2           -
                                _________   _________      _________     _________   _________   _________

     Total..................... $ 4,919.0   $ 1,709.8      $12,391.9     $   736.4   $ 3,952.8   $ 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> 53

         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>

Aetna Health Plans..........$    57.0    $ 2,543.0     $ 1,074.0 (1) $   107.6  $   644.8    $ 4,586.7
Large Case Pensions.........      1.8      8,741.6           1.8             -   17,595.4        204.2
Aetna Life Insurance
 & Annuity..................    961.6      2,867.4          34.0             -    7,502.1        111.9
Property-Casualty...........    328.6           .2      15,923.0       1,335.0       61.0      5,076.3
International...............    357.0      1,838.2          89.4          45.6    1,466.9        814.8
Corporate...................        -            -             -             -          -            -
                            _________    _________     _________     _________  _________    _________

   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>
Aetna Health Plans............. $   388.2   $   957.2      $ 3,793.1     $       -   $ 1,727.0   $    59.8
Large Case Pensions............   2,560.4       (13.3)       2,697.7             -       107.7           -
Aetna Life Insurance
 & Annuity.....................     884.3       245.6          821.3          32.7       240.7           -
Property-Casualty..............   1,016.5       420.7        4,772.2         725.9     1,282.3     4,916.3
International..................     278.5       109.1          732.3          41.6       385.6        72.3
Corporate......................     (58.9)  _    16.2           32.3             -   _   327.4           -
                                _________   _________      _________     _________   _________   _________

     Total..................... $ 5,069.0   $ 1,735.5      $12,848.9     $   800.2   $ 4,070.7   $ 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> 54

                 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>

1994
____
Asset valuation reserves:
   Debt securities...........   $   102.8     $     2.7     $    14.7     $  (120.2)     $       -
   Mortgage loans............     1,308.3         103.3         197.9        (825.4)         784.1
   Equity securities.........        10.6             -             -         (10.6)             -
   Real estate...............       267.7          (1.2)         24.2        (145.0)         145.7
   Other.....................         6.0             -             -             -            6.0
                                _________     _________     _________     _________      _________

                                $ 1,695.4     $   104.8     $   236.8     $(1,101.2)     $   935.8
                                _________     _________     _________     _________      _________
                                _________     _________     _________     _________      _________


1993
____
Asset valuation reserves:
   Debt securities...........   $   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...............        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:
   Debt securities...........   $   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...............           -          53.6          22.6          (7.4)          68.8
   Other.....................       131.6             -             -        (125.6) (4)       6.0
                                _________     _________     _________     _________      _________

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

________________________

<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
    and discontinued products for which a corresponding reduction was included in Policyholders'
    Funds Left with the Company in the Consolidated Balance Sheets and the reserve for future
    losses, respectively.

(3) Reduction in reserves is primarily a result of related asset write-downs
    (including foreclosures of real estate) and sales.

(4) Primarily related to oil and gas properties.  During 1992, the majority of
    the oil and gas properties were sold.

</TABLE>


<PAGE> 55

         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>

1994
____
Commercial paper..........  $    -          -%         $383.5          $177.3         4.6%
Bank notes................    13.6       11.0            21.1            19.2         9.0
Other.....................    10.3        0.8           143.8            23.4         2.3


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

________________________

<FN>

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

</TABLE>


<PAGE> 56

         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>

1994    Consolidated
        property-
        casualty
        entities          $   316        $11,163            $  644 (3)            $ 1,426        $ 4,391

1993    Consolidated
        property-
        casualty
        entities          $   330        $11,438            $  634 (3)            $ 1,333        $ 4,653

1992    Consolidated
        property-
        casualty
        entities          $   329        $11,747            $    -                $ 1,335        $ 5,076


                                          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>

1994    Consolidated
        property-
        casualty
        entities        $   832        $ 3,631     $   252    $   647               $ 4,158      $ 4,467

1993    Consolidated
        property-
        casualty
        entities        $   952        $ 3,724     $    60    $   646               $ 4,093      $ 4,465

1992    Consolidated
        property-
        casualty
        entities        $ 1,017        $ 4,407     $   466    $   726               $ 4,533      $ 4,916

<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> 57

                            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 17, 1995
                             AETNA LIFE AND CASUALTY COMPANY
                                       (Registrant)

                             By  /s/ 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 17, 1995.

          Signature                     Title
            *
          ________________________      Chairman, President and Director
          Ronald E. Compton             (Principal Executive Officer)

            *
          ________________________
          Wallace Barnes                Director

            *
          ________________________
          John F. Donahue               Director

            *
          ________________________
          William H. Donaldson          Director

            *
          ________________________
          Barbara Hackman Franklin      Director

            *
          ________________________
          Earl G. Graves                Director

            *
          ________________________
          Gerald Greenwald              Director

            *
          ________________________
          Michael H. Jordan             Director

            *
          ________________________
          Jack D. Kuehler               Director

            *
          ________________________
          Frank R. O'Keefe, Jr.         Director

            *
          ________________________
          David M. Roderick             Director

            *
          ________________________
          Richard L. Huber              Vice Chairman for
                                        Strategy and Finance
                                       (Principal Financial Officer)

      /s/ Robert E. Broatch       
          ________________________
          Robert E. Broatch             Senior Vice President, Finance, and
                                        Corporate Controller (Controller)

* By  /s/ Robert E. Broatch       
          ________________________
          Robert E. Broatch
          (Attorney-in-Fact)

<PAGE> 58


                                       INDEX TO EXHIBITS

<TABLE>

<CAPTION>

Exhibit                                                                        Filing
Number     Description of Exhibit                                              Method
______     ______________________                                              ______

<S>        <C>                                                                 <C>

(12)       Statement re computation of ratios.                                 Electronic

           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.                                  Electronic

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

(21)       Subsidiaries of the registrant.                                     Electronic

           A listing of subsidiaries of Aetna Life and Casualty Company.

(23)       Consents of experts and counsel.                                    Electronic

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

(24)       Powers of Attorney.                                                 Electronic

(27)       Financial Data Schedule.                                            Electronic

(28)       Information from reports furnished to state insurance regulatory    P
           authorities.                                                        Paper

           1994 Consolidated Schedule P of Annual Statements provided to
           state regulatory authorities.

</TABLE>





<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)                           1994        1993        1992        1991        1990
                                     ____        ____        ____        ____        ____

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

Pretax income (loss) from
 continuing operations...........    $   658.3  $ (1,147.4)  $  (121.4)  $   243.5   $   459.6

Add back fixed charges...........        186.1       171.0       194.3       221.5       229.0
Minority interest................         11.4         7.0         8.6         5.9         4.9
                                     _________   _________   _________   _________   _________
   Income (loss) as adjusted.....    $   855.8   $  (969.4)  $    81.5   $   470.9   $   693.5
                                     _________   _________   _________   _________   _________
                                     _________   _________   _________   _________   _________
Fixed charges:
  Interest on indebtedness.......    $    98.6   $    77.4   $    81.4   $   110.9   $   119.9
  Portion of rents representative
   of interest factor............         87.5        93.6       112.9       110.6       109.1
                                     _________   _________   _________   _________   _________

   Total fixed charges...........    $   186.1   $   171.0   $   194.3   $   221.5   $   229.0
                                     _________   _________   _________   _________   _________
                                     _________   _________   _________   _________   _________

Preferred stock dividend
 requirements....................            -           -           -           -           -
                                     _________   _________   _________   _________   _________

Total combined fixed charges
 and preferred stock dividend
 requirements....................    $   186.1   $   171.0   $   194.3   $   221.5   $   229.0
                                     _________   _________   _________   _________   _________
                                     _________   _________   _________   _________   _________

Ratio of earnings to fixed
 charges.........................         4.60       (5.67)       0.42        2.13        3.03
                                     _________   _________   _________   _________   _________
                                     _________   _________   _________   _________   _________

Ratio of earnings to combined
 fixed charges and preferred
 stock dividends.................         4.60       (5.67)       0.42        2.13        3.03
                                     _________   _________   _________   _________   _________
                                     _________   _________   _________   _________   _________

</TABLE>




<PAGE> 1

Selected Financial Data (1)

<TABLE>
<CAPTION>

(Millions, except per share data)          1994        1993        1992        1991        1990
                                           ____        ____        ____        ____        ____
<S>                                        <C>         <C>         <C>         <C>         <C>
Revenue:
 Premiums:
  Aetna Health Plans                       $  5,611.5  $  4,700.6  $  4,586.7  $  4,467.3  $  4,190.1
  Large Case Pensions                           234.4       185.9       204.2       292.4       597.0
  Aetna Life Insurance & Annuity                168.3       125.7       111.9       174.5       272.9
  Property-Casualty                           4,390.8     4,653.2     5,076.3     6,010.4     6,447.2
  International                                 887.1       909.5       814.8       500.0       415.9
                                           __________________________________________________________
Total premiums                               11,292.1    10,574.9    10,793.9    11,444.6    11,923.1
_____________________________________________________________________________________________________
Net Investment Income, Fees and Other
 Income, and Net Realized Capital Gains
 and Losses:
  Aetna Health Plans                          1,527.6     1,405.4     1,345.4     1,124.2     1,086.8
  Large Case Pensions                         2,120.8     2,380.1     2,547.1     2,730.6     3,069.9
  Aetna Life Insurance & Annuity              1,235.9     1,232.7     1,129.9     1,041.3       973.2
  Property-Casualty                             948.1     1,247.7     1,437.2     1,323.3     1,389.9
  International                                 409.9       369.8       387.6       390.2       257.0
  Corporate: Other                               (9.7)       (6.9)      (42.7)      (11.7)        (.7)
  Federated Investors                               -           -           -           -           -
                                           __________________________________________________________
   Total net investment income, fees
    and other income, and net realized
    capital gains and losses                  6,232.6     6,628.8     6,804.5     6,597.9     6,776.1
_____________________________________________________________________________________________________
     Total Revenue                         $ 17,524.7  $ 17,203.7  $ 17,598.4  $ 18,042.5  $ 18,699.2
_____________________________________________________________________________________________________
_____________________________________________________________________________________________________
Income (Loss) from Continuing Operations
 before Extraordinary Item and
 Cumulative Effect Adjustments:
  Aetna Health Plans                       $    341.7  $    272.2  $    274.3  $    382.6  $    288.3
  Large Case Pensions                            54.4      (822.3)      (17.3)     (167.0)        1.1
  Aetna Life Insurance & Annuity                159.1       111.4        99.0       115.8        85.5
  Property-Casualty                              58.1       (13.0)     (106.3)      225.3       355.6
  International                                  71.2        55.0        25.1        38.2       (48.2)
  Corporate:  Interest                          (60.5)      (44.7)      (50.9)      (65.0)      (73.8)
              Other                            (156.5)     (173.9)     (229.2)     (163.5)     (127.9)
  Federated Investors                               -           -           -           -           -
_____________________________________________________________________________________________________
Income (Loss) from Continuing 
 Operations before Extraordinary Item and
 Cumulative Effect Adjustments                  467.5      (615.3)       (5.3)      366.4       480.6
_____________________________________________________________________________________________________
Income from Discontinued Operations                 -        27.0       173.8       138.8       133.5
_____________________________________________________________________________________________________
Cumulative Effect Adjustments                       -       227.1      (112.5)          -           -
_____________________________________________________________________________________________________
Net Income (Loss)                          $    467.5  $   (365.9) $     56.0  $    505.2  $    614.1
_____________________________________________________________________________________________________
Net Realized Capital Gains (Losses),
 Net of Tax (included above)                    (42.6)       59.0        78.6      (187.4)      (79.2)
_____________________________________________________________________________________________________
Total Assets (2)                             94,172.5   100,036.7    94,519.6    91,987.6    89,300.7
_____________________________________________________________________________________________________
Total Long-Term Debt                          1,114.7     1,160.0       955.6     1,019.6     1,010.3
_____________________________________________________________________________________________________
Minority Interest in Preferred Securities
 of Subsidiary                                  275.0           -           -           -           -
_____________________________________________________________________________________________________
Redeemable Preferred Stock,
 Net of Treasury Shares                             -           -           -           -           -
_____________________________________________________________________________________________________
Shareholders' Equity                          5,503.0     7,043.1     7,238.3     7,384.5     7,072.4
_____________________________________________________________________________________________________
_____________________________________________________________________________________________________
Per Common Share Data:
Income (Loss) from Continuing Operations
 before Extraordinary Item and
 Cumulative Effect Adjustments             $     4.14  $    (5.54) $     (.05) $     3.33  $     4.32
Income (Loss) from Discontinued
 Operations                                         -         .24        1.58        1.26        1.20
Cumulative Effect Adjustments for
 Continuing Operations                              -        2.05       (1.02)          -           -
Net Income (Loss)                                4.14       (3.29)        .51        4.59        5.52
Dividends Declared                               2.76        2.76        2.76        2.76        2.76
Shareholders' Equity                            48.85       62.77       65.64       67.09       64.23
Market Price at Year End                        47.13       60.38       46.50       44.00       39.00
_____________________________________________________________________________________________________

<FN>

See Notes to Financial Statements and Management's Discussion and Analysis for significant events
affecting the comparability of current year results with 1993 and 1992 results.

(1) In 1994, the company changed its external reporting segments to better align the segments
    with the way the businesses are managed. Prior periods have been restated to reflect the change.

(2) Total assets at December 31, 1994 and 1993 include $12.4 billion and $15.2 billion, respectively,
    of assets attributable to discontinued fully guaranteed large case pension products.

</TABLE>


<PAGE> 2

Selected Financial Data (1)

<TABLE>
<CAPTION>

(Millions, except per share data)          1989       1988       1987       1986       1985       1984
                                           ____       ____       ____       ____       ____       ____
<S>                                        <C>        <C>        <C>        <C>        <C>        <C>
Revenue:
 Premiums:
  Aetna Health Plans                       $ 3,730.7  $ 2,770.1  $ 2,562.8  $ 2,893.5  $ 2,556.0  $ 2,708.4
  Large Case Pensions                        1,303.8      855.3    1,767.5    1,130.2      410.9      182.2
  Aetna Life Insurance & Annuity               302.0      286.7      270.0      253.1      242.3      269.3
  Property-Casualty                          6,785.6    6,782.6    6,444.9    5,801.3    4,679.6    4,013.7
  International                                310.5      389.1      421.8      343.1      372.7      387.6
                                            _______________________________________________________________
Total premiums                              12,432.6   11,083.8   11,467.0   10,421.2    8,261.5    7,561.2
___________________________________________________________________________________________________________
Net Investment Income, Fees and Other
 Income, and Net Realized Capital Gains
  and Losses:
  Aetna Health Plans                           920.8      703.9      564.4      663.2      660.1      549.5
  Large Case Pensions                        3,162.5    3,083.7    2,884.7    2,917.9    2,709.3    2,300.9
  Aetna Life Insurance & Annuity               865.5      715.0      631.7      593.4      475.6      400.0
  Property-Casualty                          1,349.3    1,076.5    1,047.7      903.6      739.5      585.1
  International                                258.8      244.7      277.2      200.5      133.1      153.7
  Corporate: Other                             (17.1)      17.6       15.4      (79.3)     (13.7)     (30.5)
  Federated Investors                          240.3      193.5      209.2      180.6      149.3      109.1
                                           ________________________________________________________________
   Total net investment income, fees
    and other income, and net realized
    capital gains and losses                 6,780.1    6,034.9    5,630.3    5,379.9    4,853.2    4,067.8
___________________________________________________________________________________________________________
     Total Revenue                         $19,212.7  $17,118.7  $17,097.3  $15,801.1  $13,114.7  $11,629.0
___________________________________________________________________________________________________________
___________________________________________________________________________________________________________
Income (Loss) from Continuing Operations
 before Extraordinary Item and Cumulative
 Effect Adjustments:
  Aetna Health Plans                       $   254.8  $   152.4  $   182.1  $   277.6  $   289.5  $   233.9
  Large Case Pensions                          107.0      125.1       83.8      185.9      144.2       94.8
  Aetna Life Insurance & Annuity                67.7       82.6       61.7      112.6       72.8      101.1
  Property-Casualty                            258.7      344.0      500.4      295.7      121.8      (38.3)
  International                                (14.1)     (18.0)      28.5       39.1      (32.7)      15.9
  Corporate:  Interest                         (68.9)     (62.5)     (51.2)     (39.4)     (53.2)     (42.5)
              Other                           (146.4)    (120.8)    (127.7)    (198.8)    (117.9)    (145.4)
  Federated Investors                           54.0       54.6       58.3       49.4       38.7       23.3
___________________________________________________________________________________________________________
Income from Continuing Operations
 before Extraordinary Item and
 Cumulative Effect Adjustments                 512.8      557.4      735.9      722.1      463.2      242.8
___________________________________________________________________________________________________________
Income (Loss) from Discontinued
 Operations                                    126.6      142.1      130.9      138.3     (101.9)    (130.2)
___________________________________________________________________________________________________________
Cumulative Effect Adjustments                      -          -          -          -          -          -
___________________________________________________________________________________________________________
Net Income (Loss)                          $   676.4  $   713.3  $   915.3  $ 1,015.6  $   365.3  $   112.6
___________________________________________________________________________________________________________
Net Realized Capital Gains (Losses),
 Net of Tax  (included above)                  111.7       32.0        4.0       97.6       59.5      (36.0)
___________________________________________________________________________________________________________
Total Assets                                87,099.0   81,344.6   75,724.1   69,360.1   60,096.0   52,604.3
___________________________________________________________________________________________________________
Total Long-Term Debt                         1,037.7    1,093.8      930.9      654.4      527.9      484.2
___________________________________________________________________________________________________________
Minority Interest in Preferred Securities
 of Subsidiary                                     -          -          -          -          -          -
___________________________________________________________________________________________________________
Redeemable Preferred Stock,
 Net of Treasury Shares                            -      118.6      177.1      200.0       75.0          -
___________________________________________________________________________________________________________
Shareholders' Equity                         6,936.7    6,453.8    6,015.7    5,633.4    4,745.9    4,112.3
___________________________________________________________________________________________________________
___________________________________________________________________________________________________________
Per Common Share Data:
Income (Loss) from Continuing Operations
 before Extraordinary Item and
 Cumulative Effect Adjustments             $    4.56  $    4.87  $    6.33  $    6.25  $    4.14  $    2.20
Income (Loss) from Discontinued 
 Operations                                     1.13       1.26       1.15       1.24       (.95)     (1.31)
Cumulative Effect Adjustments for
 Continuing Operations	                            -          -          -          -          -          -
Net Income (Loss)                               6.02       6.25       7.91       8.87       3.23        .89
Dividends Declared                              2.76       2.76       2.76       2.64       2.64       2.64
Shareholders' Equity                           61.94      57.50      52.95      48.58      41.19      39.14
Market Price at Year End                       56.50      47.25      45.25      56.38      53.50      36.50
___________________________________________________________________________________________________________

<FN>

See Notes to Financial Statements.

(1) In 1994, the company changed its external reporting segments to better align the segments
    with the way the businesses are managed. Prior periods have been restated to reflect the change.

</TABLE>


<PAGE> 3

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)                1994           1993           1992      
_________________________________________________________________________________________
<S>                                              <C>            <C>            <C>

Premiums......................................   $ 11,292.1     $   10,574.9   $ 10,793.9
Net investment income.........................      4,463.5          4,919.0      5,069.0
Fees and other income........................       1,823.9          1,620.0      1,620.6
Net realized capital gains (losses)...........        (54.8)            89.8        114.9
                                                 ________________________________________
    Total revenue.............................     17,524.7         17,203.7     17,598.4
                                                 ________________________________________

Current and future benefits...................     12,397.1         12,391.9     12,848.9
Operating expenses............................      3,719.3          3,644.8      3,925.7
Amortization of deferred policy
    acquisition costs.........................        750.0            736.4        800.2
Loss on discontinuance of products............            -          1,270.0            -
Severance and facilities charge...............            -            308.0        145.0
                                                 ________________________________________
    Total benefits and expenses...............     16,866.4         18,351.1     17,719.8
                                                 ________________________________________
Income (Loss) from continuing operations
    before income taxes, extraordinary item
    and cumulative effect adjustments.........        658.3         (1,147.4)      (121.4)
Income taxes (benefits).......................        190.8           (532.1)      (116.1)
                                                 ________________________________________
Income (Loss) from continuing operations
    before extraordinary item and cumulative
    effect adjustments........................        467.5           (615.3)        (5.3)
Discontinued operations, net of tax...........            -             27.0        173.8
                                                 ________________________________________

Income (Loss) before extraordinary item and
    cumulative effect adjustments.............        467.5           (588.3)       168.5
Extraordinary loss on debenture redemption....            -             (4.7)           -
Cumulative effect adjustments.................            -            227.1       (112.5)
                                                 ________________________________________

Net income (loss)                                $    467.5     $     (365.9)  $     56.0
_________________________________________________________________________________________
                                                 ________________________________________
Net realized capital gains (losses),
     net of tax (included above)                 $    (42.6)    $       59.0   $     78.6
_________________________________________________________________________________________
                                                 ________________________________________
Per common share data:
    Income (Loss) from continuing operations
       before extraordinary item and
       cumulative effect adjustments..........   $     4.14     $      (5.54)  $     (.05)
    Income from discontinued operations,
       net of tax.............................            -              .24         1.58
    Extraordinary loss on debenture redemption            -             (.04)           -
    Cumulative effect adjustments.............            -             2.05        (1.02)
                                                 ________________________________________
       Net income (loss)......................   $     4.14     $      (3.29)  $      .51
                                                 ________________________________________
                                                 ________________________________________
    Dividends declared........................   $     2.76     $       2.76   $     2.76
                                                 ________________________________________
                                                 ________________________________________
    Shareholders' equity                         $    48.85     $      62.77   $    65.64
_________________________________________________________________________________________
                                                 ________________________________________

Sources of earnings:
  Aetna Health Plans..........................   $    341.7     $      272.2   $    274.3
  Large Case Pensions.........................         54.4           (822.3)       (17.3)
  Aetna Life Insurance & Annuity..............        159.1            111.4         99.0
  Property-Casualty...........................         58.1            (13.0)      (106.3)
  International...............................         71.2             55.0         25.1
  Corporate:  Interest........................        (60.5)           (44.7)       (50.9)
              Other...........................       (156.5)          (173.9)      (229.2)
                                                 ________________________________________
    Total from continuing operations..........        467.5           (615.3)        (5.3)
  Discontinued operations.....................            -             27.0        173.8
  Extraordinary loss on debenture redemption..            -             (4.7)           -
  Cumulative effect adjustments...............            -            227.1       (112.5)
                                                 ________________________________________

  Net income (loss)...........................   $    467.5     $     (365.9)  $     56.0
                                                 ________________________________________
                                                 ________________________________________

<FN>

* This Management's Discussion and Analysis is as of February 7, 1995.

</TABLE>


<PAGE> 4

Overview

Aetna's 1994 net income was $468 million, compared with a net loss 
of $366 million and net income of $56 million in 1993 and 1992, 
respectively.  The 1993 net loss included income from discontinued 
operations of $27 million (compared with $174 million in 1992) 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.)

Aetna's reportable segments have been changed to better reflect 
the way the businesses are managed, and prior years' results have 
been restated to conform to the new segments.  The new reportable 
segments are Aetna Health Plans, Large Case Pensions, Aetna Life 
Insurance & Annuity, Property-Casualty, International and 
Corporate.

Adjusted Earnings

For purposes of the discussions which follow, adjusted earnings 
represent income (loss) before cumulative effect adjustments 
excluding after-tax net realized capital gains (losses) in 1994, 
1993 and 1992, the 1993 and 1992 after-tax severance and 
facilities charges and the 1993 after-tax loss on discontinuance 
of products.  Adjusted earnings by segment were as follows:

<TABLE>
<CAPTION>
(Millions)                                       1994        1993        1992   
________________________________________________________________________________
<S>                                              <C>         <C>         <C>
Aetna Health Plans                               $ 355.3     $ 332.4     $ 324.3
Large Case Pensions                                 71.4        47.4        44.0
Aetna Life Insurance & Annuity                     162.9       125.3       100.1
Property-Casualty                                   59.5       (18.4)     (199.0)
International                                       69.1        73.7        17.9
Corporate                                         (208.1)     (209.7)     (275.5)
</TABLE>


Summary Segment Results

The following summary of segment results is based upon adjusted 
earnings.

Aetna Health Plans:

Results improved in 1994, reflecting improved earnings in the 
group insurance and health care businesses.  Within the health 
care businesses, managed care volume grew, consistent with the 
increased costs associated with the continued expansion of managed 
care.

Large Case Pensions:

Results in 1994 reflected the net benefits from the absence of 
losses from discontinued fully guaranteed products.

Aetna Life Insurance & Annuity:

Results improved in 1994, principally reflecting a decrease in 
operating expenses and strong sales growth.


<PAGE> 5

Overview (Continued)

Property-Casualty:

Results in 1994 reflected $114 million of indemnity-related 
environmental reserve additions, partially offset by a $66 million 
reduction in loss and loss adjustment reserves for prior accident 
years in the personal auto business.  Catastrophe losses were $190 
million in 1994 compared with $85 million in 1993.  Results in 
1994 also reflected lower net investment income and lower 
operating expenses.

International:

Results in 1994 reflected earnings from the company's increased 
investment in a Mexican insurance operation and continued 
improvement in the Pacific Rim operations.  Earnings in 1993 
included a $37 million tax benefit from prior year operating 
losses related to the sale of the U.K. life and investment 
management operations.

Corporate:

Results in 1994 reflected higher interest expense resulting from 
the issuance by a subsidiary of 9 1/2% cumulative monthly income 
preferred securities in November 1994, as well as certain other 
long-term debt issued by the company in late 1993, which was 
offset by lower corporate staff area expenses associated with 
previous restructurings.  1993 results also reflected lower 
corporate staff area expenses associated with previous 
restructurings.

Results of Continuing Operations

Income from continuing operations (before extraordinary item and 
cumulative effect adjustments) was $468 million in 1994, compared 
with losses of $615 million and $5 million in 1993 and 1992, 
respectively.  The following factors complicate the comparison of 
results:

  Results for the year ended December 31, 1994 included after-tax 
  catastrophe losses of $190 million related primarily to the Los 
  Angeles earthquake and the severe winter weather occurring in 
  early 1994. After-tax catastrophe losses for the years ended 
  December 31, 1993 and 1992 were $85 million and $118 million, 
  respectively. Catastrophe losses in 1992 were primarily due to 
  Hurricane Andrew and Winter Storm Beth.

  Results in 1994 reflected net losses of $114 million (after-tax 
  and net of reinsurance) for prior year reserve development on 
  indemnity-related environmental liability claims, in the 
  Property-Casualty segment, partially offset by a benefit of $66 
  million on personal auto claims.  Results in 1993 included an 
  addition to workers' compensation reserves for prior accident 
  years of $259 million (after-tax and after discounting).  
  Reserve additions in 1992 for prior accident years included a 
  charge for asbestos and environmental liability claims of $293 
  million.  (Please see "Property-Casualty" on pages 26 through 
  39.)


<PAGE> 6

Overview (Continued)

  Results in 1993 included an after-tax charge for anticipated 
  future losses on discontinuance of the fully guaranteed large 
  case pension products of $825 million and losses on discontinued 
  products of $90 million ($53 million excluding net realized 
  capital losses).  Results of discontinued products for the year 
  ended December 31, 1994 were charged against the reserve for 
  anticipated future losses and did not impact the net income of 
  the company.  (Please see pages 19 through 22 for a discussion 
  of discontinued products.)

  Results in 1993 and 1992 included after-tax severance and 
  facilities charges of $200 million and $96 million, 
  respectively.  (Please see "Severance and Facilities Charges" on 
  page 9.)

  Results in 1994 included net realized capital losses of $43 
  million compared with net realized capital gains of $59 million 
  and $79 million in 1993 and 1992, respectively.  (Please see 
  "Net Realized Capital Gains and Losses" on page 7.)

Results of Discontinued Operations

Discontinued operations reflect the results of the company's 
former 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 and $174 
million in 1992.  The 1993 income resulted from the redemption of 
preferred stock received in connection with the sale.

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 1994 net 
income.  (Please see Notes 1, 5, 10 and 14 of Notes to Financial 
Statements.)


<PAGE> 7

Overview (Continued)

Net Realized Capital Gains and Losses

Net realized after-tax capital gains (losses) included in the 
results of continuing operations, allocable to experience rated 
pension contractholders, and supporting discontinued products were 
as follows:

<TABLE>
<CAPTION>
(Millions)                                       1994        1993        1992   
________________________________________________________________________________
<S>                                              <C>         <C>         <C>
Net realized capital gains from sales            $  25.5     $ 486.5     $ 355.8

Net realized capital losses from additions to
  reserves for mortgage loans and real estate      (66.4)     (417.6)     (280.2)

Net realized capital gains (losses) from
  write-downs of debt and equity securities         (1.7)       (9.9)        3.0
                                                 _______     _______     _______
Net realized capital gains (losses) from 
  continuing operations                          $ (42.6)    $  59.0     $  78.6
                                                 _______     _______     _______
                                                 _______     _______     _______

Net realized capital losses allocable to
  experience rated pension contractholders
  (excluded above)                               $(126.8)    $(117.1)    $ (39.4)
                                                 _______     _______     _______
                                                 _______     _______     _______

Net realized capital losses on assets
  supporting discontinued products
  (excluded above)                               $(135.8)*   $    **     $     **
                                                 _______     _______     ________
                                                 _______     _______     ________

<FN>
*  The 1994 net realized capital losses of $135.8 million on assets supporting
   discontinued products were charged to the reserve for future losses on
   discontinued products.  (Please see "Large Case Pensions - Discontinued
   Products" on page 19.)

** Net realized capital losses of $37.4 million and $59.0 million, respectively
   for 1993 and 1992 on assets supporting discontinued products are included in
   the $59.0 million and $78.6 million of capital gains, respectively, shown above.
</TABLE>


Net realized capital gains from sales included a $12 million loss 
in 1993 on the sale of the U.K. life and investment management 
operations and a $50 million gain in 1992 from the sale of a 
portion of the company's equity interest in MBIA Inc.

Adverse conditions in commercial real estate markets have 
negatively impacted earnings in each of the last three years.  The 
impact in 1994 reflects improvement in certain segments of the 
commercial real estate markets.  The company has reduced the 
mortgage loan and equity real estate portfolios, after reserves 
and write-downs, by $10.8 billion since the end of 1990, bringing 
mortgage loans and real estate as a percentage of general account 
invested assets (net of impairment reserves) from 40% at December 
31, 1990 to 25% at December 31, 1994.


<PAGE> 8

Overview (Continued)

Income Taxes

At December 31, 1994, $749 million of net unrealized capital 
losses primarily on available for sale debt and equity securities 
were reflected in shareholders' equity without deferred tax 
benefits.  For federal income tax purposes, capital losses are 
deductible only against capital gains in the year of sale or 
during the carryback and carryforward periods (three and five 
years, respectively).  Due to the expected full utilization of 
capital gains in the carryback period and the uncertainty of 
future capital gains, a valuation allowance of $262 million 
related to such net unrealized capital losses has been reflected 
in shareholders' equity.  In addition, $609 million of unrealized 
capital losses related to experience rated contracts are not 
reflected in shareholders' equity since such losses, if realized, 
will be charged to contractholders.  However, the potential loss 
of tax benefits on such losses is the risk of the company and 
therefore would adversely affect the company rather than the 
contractholder.  Accordingly, an additional valuation allowance of 
$213 million has been reflected in shareholders' equity as of 
December 31, 1994.  Any reversals of the valuation allowance are 
contingent upon the recognition of future capital gains in the 
company's federal income tax return or a change in circumstances 
which causes the recognition of the benefits to become more likely 
than not.  Non-recognition of the deferred tax benefits on net 
unrealized losses described above had no impact on net income for 
1994, but has the potential to adversely affect future results if 
such losses are realized.  Potential losses of tax benefits 
related to net unrealized losses on assets supporting the 
discontinued products are not expected to adversely affect the 
company's future results.

Management believes that it is more likely than not that the 
company will realize the benefit of the net deferred tax asset of 
$1.3 billion.  (Please see Note 10 of Notes to Financial 
Statements.)

Per Common Share

Income from continuing operations per common share before 
extraordinary item and cumulative effect adjustments was $4.14 in 
1994 compared with a loss from continuing operations per common 
share in each of 1993 and 1992 of $5.54 and $.05, respectively.  
Net income per common share in 1994 was $4.14 compared with a net 
loss per common share in 1993 of $3.29 and net income per common 
share in 1992 of $.51.  Return on shareholders' equity was 7.5% in 
1994 compared with (5.1)% in 1993 and .8% in 1992.  The weighted 
average number of common shares outstanding was 112.8 million in 
1994, 111.1 million in 1993 and 110.1 million in 1992.  
Shareholders' equity was $48.85 per common share at the end of 
1994, down from $62.77 at the end of 1993 and $65.64 at the end of 
1992.  The decline in 1994 equity per common share primarily 
reflects unrealized depreciation on debt securities.


<PAGE> 9

Overview (Continued)

Revenue

Total revenue, excluding net realized capital gains and losses, 
increased 3% in 1994, primarily as a result of increased premiums, 
partially offset by a decrease in net investment income.  Premium 
income increased 7%, primarily reflecting an increase in premiums 
in the Aetna Health Plans segment resulting from growth in covered 
members, modest price increases and a movement toward higher 
revenue products.  Partially offsetting this increase was a 
decrease in premiums in the Property-Casualty segment due to 
continued reduction in personal auto and workers' compensation 
exposures, a decrease in commercial auto exposures and generally 
stricter underwriting in commercial lines.  Net investment income 
decreased 9% in 1994, reflecting a decline in invested assets and 
lower investment yields.

Severance and Facilities Charges

In late 1993, management decided upon a plan under which it would 
take additional restructuring actions as part of its strategic and 
financial assessment of the company's businesses.  As a result, 
the company recorded a $200 million after-tax ($308 million 
pretax) severance and facilities charge to fourth quarter 1993 
earnings.  The planned actions include the elimination of 
approximately 4,000 positions.  As a result of the elimination of 
these positions, the company determined that it would have excess 
office space.  Accordingly, the severance and facilities charge 
also included costs related to vacating excess leased office space 
and costs related to vacating and selling an owned property in 
Hartford, Connecticut.


<PAGE> 10

Overview (Continued)

During 1994, the company charged costs of $224 million related to 
the cost-reduction actions to the severance and facilities reserve 
established in 1993.  Of the approximately 4,000 positions 
expected to be eliminated, approximately 3,300 had been eliminated 
by December 31, 1994 and the related severance benefits charged 
against the reserve.  The remaining headcount reductions are 
expected to be completed by the first half of 1995.  The 
annualized after-tax savings of approximately $200 million related 
to these and other cost reduction actions are expected in 1995. 
The total annual estimated savings of approximately $200 million 
are expected to benefit individual segments in 1995 as follows:

<TABLE>
<CAPTION>

(Millions)
<S>                                      <C>
Aetna Health Plans.....................  $  56
Large Case Pensions....................      6
Aetna Life Insurance & Annuity.........      8
Property-Casualty......................    120
International..........................      3
Corporate..............................      7
                                         _____
  Total estimated savings..............  $ 200
                                         _____
                                         _____
</TABLE>


In addition to the above, the company also recorded an after-tax 
charge of $96 million ($145 million pretax) to second quarter 1992 
earnings.  Among the steps taken to reduce costs was the 
elimination of approximately 4,800 positions in the latter half of 
1992 and through 1993.  By year-end 1993, all expected actions 
under the 1992 restructuring had been completed, and after-tax 
savings of $100 million ($130 million annualized) had been 
achieved.

While 1994 earnings reflected the full benefit of the 1992 
restructuring and slightly over half the benefits associated with 
the 1993 cost reduction actions, total operating expenses for 1994 
increased due to other factors, reflecting growth in premiums and 
increased investments related to the company's health care 
operations.

(Please see Note 4 of Notes to Financial Statements for further 
discussions related to severance and facilities charges.)

Strategic Outlook

The company continues to review its Property-Casualty and other 
businesses and assess their potential for contribution to the 
company's long-term strategic and financial objectives.


<PAGE> 11

Aetna Health Plans

<TABLE>
<CAPTION>
Operating Summary (Millions)               1994        1993        1992     
____________________________________________________________________________
<S>                                        <C>         <C>         <C>
Premiums                                   $ 5,611.5   $ 4,700.6   $ 4,586.7
Net investment income                          351.6       376.3       388.2
Fees and other income                        1,197.2     1,039.5       992.6
Net realized capital losses                    (21.2)      (10.4)      (35.4)
                                           _________________________________
    Total revenue                            7,139.1     6,106.0     5,932.1
                                           _________________________________
Current and future benefits                  4,755.1     3,989.3     3,793.1
Operating expenses                           1,845.9     1,622.0     1,686.8
Severance and facilities charge                    -        79.8        40.2
                                           _________________________________
Income before taxes                            538.1       414.9       412.0
Income taxes                                   196.4       142.7       137.7
                                           _________________________________
Income before cumulative
  effect adjustments                       $   341.7   $   272.2   $   274.3
____________________________________________________________________________
                                           _________________________________
Net realized capital losses, net of tax
  (included above)                         $   (13.6)  $    (8.3)  $   (23.3)
____________________________________________________________________________
                                           _________________________________
Self-funded benefit payments
  administered for customers other
  than Medicare                            $12,226.6   $12,339.8   $12,730.4
____________________________________________________________________________
                                           _________________________________
Benefit payments administered
  for Medicare                             $13,260.1   $11,356.0   $10,140.2
____________________________________________________________________________
                                           _________________________________
</TABLE>


The Aetna Health Plans ("AHP") segment includes three business 
units:  (1) health care, (2) specialty health, and (3) group 
insurance.  Products and services for these businesses are 
marketed primarily to employers for the benefit of employees and 
their dependents.  Plans may be insured, in whole or in part, or 
benefits 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.  Self-
funded plans do not involve the assumption of significant risk by 
the company and thus typically generate lower, but more 
consistent, earnings than comparable insured plans.  Revenue 
produced by AHP is reflected in "premiums" if substantial risk is 
assumed by the company and in "fees and other income" if risk is 
assumed by the customer.

The health care business unit provides managed care and 
traditional indemnity health care plans.  These plans are 
administered on both an insured and a self-funded basis.

The specialty health business unit provides behavioral health, 
pharmacy, dental and occupational managed care plans.  These plans 
are primarily administered on a self-funded basis.

The group insurance business unit provides life insurance, 
disability income and long-term care insurance plans.  These plans 
are primarily administered on an insured basis.

AHP's adjusted earnings (after-tax) follow:

<TABLE>
<CAPTION>
(Millions)                                       1994        1993        1992   
________________________________________________________________________________
<S>                                              <C>         <C>         <C>
Income before cumulative effect adjustments      $ 341.7     $ 272.2     $ 274.3

Less:
    Net realized capital losses                    (13.6)       (8.3)      (23.3)

    Severance and facilities charge                    -       (51.9)      (26.7)
                                                 _______     _______     _______

Adjusted earnings                                $ 355.3     $ 332.4     $ 324.3
                                                 _______     _______     _______
                                                 _______     _______     _______
</TABLE>


<PAGE> 12

Aetna Health Plans (Continued)

AHP's adjusted earnings increased $23 million in 1994, following 
an $8 million increase in 1993.  1994 adjusted earnings reflected 
improved earnings in the group insurance and health care 
businesses.  The improvement in group insurance was primarily 
driven by a reduction in operating expenses and favorable claim 
experience.  Within the health care businesses, earnings improved 
from an increase in premiums and fees, along with favorable 
medical claim experience on several contracts, offset in part by 
an increase in operating expenses.  The growth in operating 
expenses is primarily attributable to migration toward more 
resource-intensive managed care business, to investments in 
managed care-related systems and to investments in the development 
of primary care physician practices.  Adjusted earnings in 1993 
benefited from a reduction in operating expenses.

Premiums and fees and other income increased 19% in 1994 and 3% in 
1993, primarily resulting from growth in covered members, modest 
price increases and a movement toward higher revenue products, 
such as point-of-service (POS) and health maintenance 
organizations (HMOs).

The company offers a broad spectrum of traditional indemnity and 
managed care products.  The latter include preferred provider 
("PPO") arrangements, which offer enhanced coverage benefits for 
services received from participating providers; POS plans, which 
typically combine strong HMO-style medical management with an 
option to seek health care outside of the provider network; 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.  As of year-end 1994, the 
company owned and managed 21 physician practices in six cities.

The number of members covered at December 31 were approximately:

<TABLE>
<CAPTION>
(Millions)                     1994 (1)  1993 (2)      1992
___________________________________________________________
<S>                            <C>       <C>           <C>
Managed Health Care
  PPO                           4.0       3.5           2.1
  POS                           1.5        .5            .1
  HMO                           1.5       1.4           1.3
                               ____________________________
Total Managed Health Care       7.0       5.4           3.5
                               ____________________________

Traditional Health Plans (3)    8.6       9.6           9.5

Total Covered Members          15.6      15.0          13.0

<FN>

(1) Managed health care reflects a net addition of approximately .5 million
    members in 1994 attributable to a contract with the Civilian Health and
    Military Program of the Uniformed Services ("Champus") which covers medical
    care for military retirees and dependents in California and Hawaii.  This
    contract is subject to periodic renewal and is currently under review with Champus.

(2) 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 membership as of December 31, 1993.  HMO and POS membership was not affected
    by the change.  1992 membership has not been restated for this change.

(3) Includes members of traditional health plans and those who have elected AHP
    dental plans but who have not currently elected an AHP medical plan.

</TABLE>


<PAGE> 13

Aetna Health Plans (Continued)

Enrollment in AHP's managed health care products increased 30% 
during 1994, from 5.4 million members to 7.0 million members as of 
December 31, including growth of 1.0 million members in POS 
products.  Although aggregate enrollment growth in HMO products 
was 8% in 1994 and 3% in 1993, enrollment in HMOs in which the 
company is a majority owner grew by 121,000 members or 15% in 1994 
and 93,000 members or 13% in 1993.  Aggregate enrollment growth in 
HMO products was partially offset by the divestiture of HMOs in 
which the company was less than a majority owner and by declining 
membership in plans where the company has only a management 
relationship.

At December 31, 1994, AHP's specialty health business served 
approximately 14 million people for behavioral health, 5 million 
people for managed pharmacy and 8 million people for dental 
benefits.  Many of these members overlap those identified within 
the AHP covered members table on page 12 due to such products 
being typically sold in combination with a health care product.

At December 31, 1994, AHP's group insurance business covered 
nearly 6 million lives related to group life insurance and over 2 
million lives associated with disability insurance.

In addition, AHP is the largest commercial administrator of 
Medicare benefits, processing claims for over 6,900 hospitals, 
skilled nursing facilities and home health agencies, and for 
physicians in nine states.

Outlook

Management expects that AHP should continue to be a source of 
substantial earnings to the company, subject to the considerations 
discussed below.  The outlook for AHP is heavily dependent upon 
its ability to effectively manage health care costs for customers.  
AHP attempts to achieve this through a combination of negotiated 
contracts with health care providers, development and 
implementation of guidelines for appropriate utilization of health 
care resources and by working with health care providers to review 
treatment patterns in order to improve consistency and quality.  
Beginning in 1993, the company, in an effort to further contain 
health care costs and to improve quality and access, initiated a 
program to acquire or develop ownership or management interests in 
primary care physician practices. Operating losses (after-tax) 
associated with this program, which include both current 
operations and development costs, were $15 million and $3 million 
in 1994 and 1993, respectively.  AHP expects to invest substantial 
amounts in acquisition or development of physician practices and 
in other programs which the company believes will improve its 
ability to control health care costs and enhance quality.  The 
continued market shift from traditional health plans toward 
managed care programs will require continued attention and 
investment by AHP in managed care if it is to maintain or increase 
the level of earnings in the business.  Management expects that 
AHP's results in the near term will be lower than in 1994 due to 
increased investments in managed care.


<PAGE> 14

Aetna Health Plans (Continued)

Legislative proposals to change the health insurance system have 
been prominent at both the state and national levels.  AHP has 
actively supported proposals designed to enhance managed care and 
to expand access to health care coverage through private sector 
competition.  State legislative action is expected to intensify in 
1995.  Although anti-managed care legislation is expected to be 
proposed broadly in the states, to date such legislation has been 
enacted in only a few states and, where enacted, has been limited 
in scope.  Management is not able to predict the outcome of the 
various state and federal initiatives, or the effect any such 
legislation, if adopted, would have on the company.


<PAGE> 15

Large Case Pensions

<TABLE>
<CAPTION>
Operating Summary (Millions)               1994         1993         1992      
_______________________________________________________________________________
<S>                                        <C>          <C>          <C>
Premiums                                   $    234.4   $    185.9   $    204.2
Net investment income                         2,017.4      2,327.7      2,560.4
Fees and other income                           128.4         95.3         76.8
Net realized capital losses                     (25.0)       (42.9)       (90.1)
                                           ____________________________________
    Total revenue                             2,355.2      2,566.0      2,751.3
                                           ____________________________________
Current and future benefits                   2,175.9      2,428.1      2,697.7
Operating expenses                               98.2        120.2        104.6
Loss on discontinuance of products                  -      1,270.0            -
Severance and facilities charge                     -         21.9          3.1
                                           ____________________________________
Income (Loss) before taxes                       81.1     (1,274.2)       (54.1)
Income taxes (benefits)                          26.7       (451.9)       (36.8)
                                           ____________________________________
Income (Loss) before cumulative effect
  adjustments                              $     54.4  $    (822.3)  $    (17.3)
_______________________________________________________________________________
                                           ____________________________________
Net realized capital losses,
  net of tax (included above)              $    (17.0) $     (30.5)  $    (59.2)
Net loss attributable to discontinued
  products, net of tax                     $        *  $     (915.4)  $   (131.0)
_______________________________________________________________________________
                                           ____________________________________
Deposits not included
  in premiums above: (1)
    Fully guaranteed                       $    212.3   $    797.7   $    870.3
    Experience rated                            630.8        677.4        790.6
    Non-guaranteed                            1,278.4      1,732.1      1,892.2
                                           ____________________________________
      Total                                $  2,121.5   $  3,207.2   $  3,553.1
_______________________________________________________________________________
                                           ____________________________________
Assets under management: (2)
    Fully guaranteed                       $ 11,905.3   $ 14,695.1   $ 15,008.0
    Experience rated                         15,944.9     17,020.6     17,021.7
    Non-guaranteed                           18,491.9     21,050.2     21,354.1
                                           ____________________________________
      Total                                $ 46,342.1   $ 52,765.9   $ 53,383.8
_______________________________________________________________________________
                                           ____________________________________
<FN>

(1) Under FAS No. 97, certain deposits are not included in premiums or revenue.

(2) Under FAS No. 115, included above are net unrealized gains (losses) of
    approximately $(540.0) million and $750.0 million at December 31, 1994
    and 1993, respectively.

*   Results of discontinued products in 1994 (loss of $172.1 million) were
    charged against the reserve for anticipated future losses and did not
    impact net income of the segment.  (Please see "Discontinued Products"
    on page 19.)
</TABLE>


Business units in Large Case Pensions manage a variety of 
retirement and other savings products (including pension and 
annuity products) and offer investment management and advisory 
services to non-pension customers.  Large case pension products 
are offered primarily by Aetna Life Insurance Company and certain 
of its registered investment advisor affiliates, and generally are 
tailored for defined benefit and defined contribution pension 
plans that qualify under Internal Revenue Code ("IRC") Section 401 
for tax-preferred treatment.  Contracts provide fully guaranteed, 
partially guaranteed (experience rated) and non-guaranteed 
investment options.  As discussed below, fully guaranteed large 
case pension products are no longer offered by the company.  
(Please see "Discontinued Products" on page 19.)


<PAGE> 16

Large Case Pensions (Continued)

Large Case Pensions' adjusted earnings (after-tax) follow:

<TABLE>
<CAPTION>
(Millions)                                       1994        1993        1992   
________________________________________________________________________________
<S>                                              <C>         <C>         <C>
Income (Loss) before cumulative effect
  adjustments                                    $  54.4     $(822.3)    $ (17.3)

Less:
    Net realized capital losses                    (17.0)      (30.5)      (59.2)

    Severance and facilities charge                    -       (14.2)       (2.1)

    Loss on discontinuance of products                 -      (825.0)          -
                                                 _______     _______     _______

Adjusted earnings                                $  71.4     $  47.4     $  44.0
                                                 _______     _______     _______
                                                 _______     _______     _______

</TABLE>


Large Case Pensions' adjusted earnings increased $24 million in 
1994, following a $3 million increase in 1993.  The 1994 increase 
in adjusted earnings reflects net benefits from the absence of 
losses from discontinued fully guaranteed products.  At December 
31, 1993, the company discontinued the fully guaranteed products, 
took a charge for anticipated future losses and established a 
reserve that management believes is adequate to absorb such future 
losses as they are recognized.  Accordingly, the results of 
discontinued products for 1994 (i.e., a loss of $172 million, 
after-tax and including net realized capital losses) were charged 
against the reserve and did not impact adjusted earnings of the 
segment.  Adjusted earnings of the segment include investment 
income on the assets available to fund the expected cash flow 
shortfall in discontinued products and is substantially offset in 
1994 by the interest cost ($31 million, after-tax), related to the 
payable to discontinued products established to fund such 
shortfall.  1994 adjusted earnings were adversely affected by 
continued declines in the level of assets under management.

Experience rated large case pension products require the customer 
to assume investment (including realized capital gains and losses) 
and other risks subject, among other things, to certain minimum 
guarantees.  The effect of realized gains and losses does not 
impact the company's results.

Experience rated products are supported by either general account 
or separate account assets.  Those supported by general account 
assets have declined in recent years, principally due to concerns 
about the company's mortgage loan and real estate portfolios, 
declines in the company's ratings and declining consumer 
confidence in the life insurance industry.  Experience rated 
products supported by separate accounts have increased modestly to 
$3.3 billion at December 31, 1994 from $2.9 billion at December 
31, 1993.


<PAGE> 17

Large Case Pensions (Continued)

General account assets supporting experience rated products may be 
subject to participant and/or contractholder withdrawal.  At 
December 31, 1994, approximately $3.0 billion of such contracts 
allowed for unscheduled contractholder withdrawals, subject to 
timing restrictions and 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 experience on 
assets supporting experience rated contracts.  Unscheduled 
contractholder withdrawals have declined in recent years, due in 
part to the 1992 conversion offer described below.

Further, at December 31, 1994, approximately $4.5 billion of the 
experience rated pension contracts supported by general account 
assets could be withdrawn (including transfers to other plan 
investment options) at the direction of plan participants without 
market value adjustment.  Participant withdrawals are generally 
subject to significant tax and plan constraints.  Participant 
withdrawal activity has declined in recent years.

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

<TABLE>
<CAPTION>
(Millions)                                         1994        1993        1992    
___________________________________________________________________________________
<S>                                                <C>         <C>         <C>
Scheduled contract maturities
  and benefit payments (1)                         $1,000.1    $1,049.8    $  999.5
Contractholder withdrawals other than scheduled
  contract maturities and benefit payments            590.6       893.2     1,129.7
Participant withdrawals                               183.6       222.5       396.8

<FN>
(1) Includes payments made upon contract maturity and other amounts distributed in
    accordance with contract schedules.
</TABLE>


During 1992, the company offered to holders of certain classes of 
experience rated contracts the opportunity to modify such 
contracts ("conversion offer").  The conversion offer 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.  Such contract conversions 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.


<PAGE> 18

Large Case Pensions (Continued)

Non-guaranteed large case products provide for full assumption by 
the customer of investment results.  Assets ($18.5 billion at 
December 31, 1994) supporting non-guaranteed products are held in 
the company's various separate accounts or by unaffiliated 
trustees and are managed by the company for a fee.  Separate 
account investment income and realized capital gains and losses 
are allocated to such customers' contracts and are 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.

Outlook

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 life insurance industry.  Consumer confidence may 
be influenced by such factors as reduced insurance company ratings 
(please see "Liquidity and Capital Resources" on page 61) and 
perceived financial difficulties in the industry.  Management 
believes that a continuation of the substantial competitive 
pressures in the large case pension market is likely to cause 
assets under management to continue to decline further, 
particularly if further ratings downgrades or other developments 
reduce consumer confidence.

The impact of capital losses from the company's mortgage loan 
portfolio is expected to be less significant in the future because 
such losses related to the fully guaranteed products have been 
reflected in the loss on discontinuance of these products.  The 
company will continue to incur interest expense on the payable 
related to its discontinued products until the assets supporting 
such amounts payable are transferred to the discontinued products' 
portfolios.

Although the company is seeing some improvement in certain 
segments of the commercial real estate market, capital losses on 
experience rated pension business may increase in the future if 
the company's capacity to pass through future investment losses to 
experience rated contractholders is reduced.  Changes in customer 
withdrawal activity, future losses on investments, including 
mortgage loans and experience rated contract modifications, and 
significant increases in interest rates, if any, 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.

Earnings are expected to decline as assets under management 
decline.  Management expects to be able to redeploy capital to 
other businesses.


<PAGE> 19

Large Case Pensions (Continued)

Discontinued Products

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 in 1993 and 
established a reserve of $1,270 million at December 31, 1993 for 
anticipated future losses expected on the run off of these 
products.  The 1993 loss on discontinuance was composed of $390 
million for guaranteed investment contracts ("GICs") and $435 
million for single-premium annuities ("SPAs").

Management believes the reserve for anticipated losses at December 
31, 1994 is adequate to provide for future losses associated with 
the guaranteed product liabilities.  Losses on discontinued 
products for 1994, as shown below, were charged to the reserve and 
did not affect the company's results of operations.  Future losses 
(including capital losses) for each product will be charged to the 
respective reserve at the time such losses are realized.

Results of discontinued products for years ended December 31 were 
as follows:

<TABLE>
<CAPTION>

(Millions)                                                 1994                   1993         1992     
________________________________________________________________________________________________________
                                             GICs        SPAs        Total        Total        Total    
                                             ____        ____        _____        _____        _________
<S>                                          <C>         <C>         <C>          <C>          <C>

Negative interest margin (1).............    $  (86.1)   $    (.7)   $  (86.8)    $   (87.9)   $   (82.8)
Net realized capital losses..............       (97.6)      (38.2)     (135.8)        (37.4)       (59.0)
Interest earned on receivable from
  continuing operations..................        12.6        18.3        30.9             -            -
Non-recurring gains on futures contracts.           -           -           -          18.8            -
Other, net...............................         6.5        13.1        19.6          16.1         10.8
                                             ________    ________     _______     _________    _________

Results of discontinued products,
  after-tax..............................    $ (164.6)   $   (7.5)   $ (172.1)    $   (90.4)   $  (131.0)
                                             ________    ________     _______     _________    _________
                                             ________    ________     _______     _________    _________

Results of discontinued products, pretax.    $ (254.4)   $  (18.6)   $ (273.0)    $  (137.8)   $  (210.5)
                                             ________    ________     _______     _________    _________
                                             ________    ________     _______     _________    _________

<FN>

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

</TABLE>


<PAGE> 20

Large Case Pensions (Continued)

The activity in the reserve for anticipated future losses on 
discontinued products for the year ended December 31, 1994 was as 
follows (pretax):

<TABLE>
<CAPTION>

(Millions)                         GICs        SPAs        Total   
___________________________________________________________________
<S>                                <C>         <C>         <C>

Reserve at December 31, 1993.....  $  600.0    $  670.0    $1,270.0
Loss on discontinued products....    (254.4)      (18.6)     (273.0)
                                   ________    ________    ________
Reserve at December 31, 1994.....  $  345.6    $  651.4    $  997.0
                                   ________    ________    ________
                                   ________    ________    ________

</TABLE>


The 1994 loss on discontinued products which was charged against 
the reserve included $98 million and $38 million (after-tax) of 
net realized capital losses on GICs and SPAs, respectively, which 
included losses from the sale of bonds of $35 million and $16 
million, respectively.  As a result of selling bonds and realizing 
losses and reinvesting the proceeds at higher interest rates or 
settling GIC liabilities at favorable pricing, the anticipated 
future losses associated with the negative interest margin are 
expected to be reduced in the future.

At December 31, 1994 and 1993, estimated future after-tax capital 
losses of $127 million and $190 million ($196 million and $292 
million, pretax), respectively, attributable to mortgage loans and 
real estate supporting GICs, and $47 million and $70 million ($73 
million and $108 million, pretax), respectively, attributable to 
mortgage loans and real estate supporting SPAs were expected to be 
charged to the reserve for future losses.

Discontinued fully guaranteed products provide guarantees on 
investment return, maturity values, and if applicable, benefit 
payments.  The interest credited on these contracts at December 
31, 1994 ranged from 2.9% to 17.7% with an average rate of 8.9% 
(compared with an average rate of 9.5% at December 31, 1993).  As 
of December 31, 1994 and 1993, none of these contracts allowed for 
contractholder withdrawal, except in extraordinary circumstances.


<PAGE> 21

Large Case Pensions (Continued)

The reserve for anticipated future losses on discontinued products 
was established based on 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 as 
of December 31, 1993.  Calculation of the loss required projection 
of both the amount and the timing of cash flows over approximately 
the next 30 years, including consideration of, among other things, 
future investment results, participant withdrawal and mortality 
rates, and cost of asset management and customer service.  The 
cash flows on the assets of the discontinued products projected to 
occur in each period were 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 approximated 
the current fair value of the assets.  Projections of future 
investment results took into account both industry and company 
data and were based on recent performance of mortgage loan and 
real estate assets, projections regarding certain levels of future 
defaults and prepayments, and assumptions regarding future real 
estate market conditions, which assumptions management believes 
reasonable.  To the extent that actual future losses differ from 
anticipated future losses, the company's results of operations 
would be affected.  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.

At the time of discontinuance, a receivable from continuing 
products was established for each discontinued product equivalent 
to the net present value of the anticipated cash flow shortfalls.  
The receivables will be funded from invested assets supporting 
Large Case Pensions and accrue interest at the discount rates used 
to calculate the loss on discontinuance until the receivable is 
funded.  The offsetting payable established in continuing products 
will similarly accrue interest, generally offsetting the 
investment income on the assets available to fund the shortfalls.  
At December 31, 1994, the receivables from continuing operations 
were $409 million and $463 million for GICs and SPAs, 
respectively, and no funding had taken place.

Distributions on GICs and SPAs for the years ended December 31 
were as follows:

<TABLE>
<CAPTION>
(Millions)                                     1994                  1993      1992    
_______________________________________________________________________________________
                                   GICs       SPAs       Total       Total     Total   
                                   ____       ____       _____       ______    ________
<S>                                <C>        <C>        <C>         <C>       <C>  
Scheduled contract maturities,
 GIC settlements and benefit
 payments (1)....................  $2,340.3   $  531.6   $2,871.9    $2,672.2  $3,711.5

Participant directed withdrawals.     198.5          -      198.5       232.2     453.1

<FN>
(1) Includes payments made upon contract maturity, early settlement of GIC liabilities
    and other amounts distributed in accordance with contract schedules.
</TABLE>


Cash required to meet the above payments was provided by earnings 
on, sales of, and scheduled payments on, invested assets.


<PAGE> 22

Large Case Pensions (Continued)

At December 31, 1994, contractholder liabilities were $7.2 billion 
and $5.0 billion for GICs and SPAs, respectively.  Scheduled 
maturities, future benefit payments, and other expected payments 
of GICs and SPAs, including future interest, were as follows (in 
millions):

<TABLE>
<CAPTION>
                              GICs            SPAs    
                              ________        ________
<S>         <C>               <C>             <C>
                  1995        $1,994.9        $  527.0
                  1996         2,212.5           520.4
                  1997         1,387.5           513.8
                  1998         1,152.9           507.9
                  1999           950.5           502.6
             2000-2004         1,236.4         2,428.2
             2005-2009            18.7         2,238.6
             2010-2014             6.4         1,947.9
             2015-2019             3.6         1,578.9
            Thereafter             1.1         2,916.4
</TABLE>


Invested assets (net of impairment reserves) supporting 
discontinued products and the related impairment reserves were as 
follows at December 31:

<TABLE>
<CAPTION>
                                            1994                             1993         
                                   ______________________           ______________________
                                   Carrying    Impairment           Carrying    Impairment
(Millions)                         Value       Reserves             Value       Reserves      
______________________________________________________________________________________________
<S>                                <C>          <C>                 <C>         <C>

Debt securities                    $ 6,155.0    $       -           $ 8,269.0   $         -
Mortgage loans                       4,294.9        372.1             5,419.1         647.2
Real estate                            730.0        376.0 (1)           534.5         298.3 (1)
Short-term and other
 invested assets                       725.4            -               472.5             -   
                                   ___________________________________________________________
  Total                            $11,905.3    $   748.1           $14,695.1   $     945.5   
______________________________________________________________________________________________
                                   ___________________________________________________________

<FN>
(1) Includes real estate write-downs in addition to impairment reserves.

</TABLE>


Debt securities attributable to discontinued products at December 
31, 1994 and 1993 had an average quality rating of A+ and AA-, 
respectively.

Please see "General Account Investments" on pages 43 through 57 
for additional discussion of investments supporting discontinued 
products.


<PAGE> 23

Aetna Life Insurance & Annuity

<TABLE>
<CAPTION>
Operating Summary (Millions)               1994         1993         1992      
_______________________________________________________________________________
<S>                                        <C>          <C>          <C>
Premiums                                   $    168.3   $    125.7   $    111.9
Net investment income                           958.7        962.4        884.3
Fees and other income                           282.8        257.5        243.5
Net realized capital gains (losses)              (5.6)        12.8          2.1
                                           ____________________________________
    Total revenue                             1,404.2      1,358.4      1,241.8
                                           ____________________________________
Current and future benefits                     914.4        870.9        821.3
Operating expenses                              217.7        244.9        234.5
Amortization of deferred policy
  acquisition costs                              37.1         38.5         32.7
Severance and facilities charge                     -         30.8          6.2
                                           ____________________________________
Income before taxes                             235.0        173.3        147.1
Income taxes                                     75.9         61.9         48.1
                                           ____________________________________
Income before cumulative effect
  adjustments                              $    159.1   $    111.4   $     99.0
_______________________________________________________________________________
                                           ____________________________________
Net realized capital gains (losses),
  net of tax (included above)              $     (3.8)  $      6.1   $      2.8
_______________________________________________________________________________
                                           ____________________________________
Deposits not included
  in premiums above:(1)
      Annuities:
        Fully guaranteed                   $    323.0   $    194.9   $     40.6
        Experience rated                        853.6        970.5        791.4
        Non-guaranteed                        1,884.7      1,363.5        844.8
                                           ____________________________________
          Total annuities                     3,061.3      2,528.9      1,676.8
      Individual Life                           314.4        268.7        260.5
                                           ____________________________________
            Total deposits                 $  3,375.7   $  2,797.6   $  1,937.3
_______________________________________________________________________________
_______________________________________________________________________________
Assets under management:
    Fully guaranteed                       $  1,973.8   $  1,836.2   $  1,690.9
    Experience rated                          9,201.2      9,241.5      7,416.3
    Non-guaranteed                            8,223.2      7,111.0      5,894.5
                                           ____________________________________
      Total                                $ 19,398.2   $ 18,188.7   $ 15,001.7
_______________________________________________________________________________
                                           ____________________________________
<FN>
(1) Under FAS No. 97, certain deposits are not included in premiums or revenue.
</TABLE>


Business units in the Aetna Life Insurance & Annuity segment 
("ALIAC") market a variety of life insurance, retirement and other 
savings and investment products (including individual and group 
annuities), financial and administrative services and mutual funds 
to individuals, pension plans, small businesses, and employer-
sponsored groups.  These products include contracts that qualify 
under IRC Sections 401, 403, 408 and 457, and individual non-
qualified annuity contracts, and are written primarily by Aetna 
Life Insurance and Annuity Company.  The annuity and life 
insurance contracts include fully guaranteed, experience rated and 
non-guaranteed investment options.  The non-guaranteed investment 
options offered under these contracts are separate accounts that 
invest in Aetna and unaffiliated mutual funds.  Aetna retail 
mutual funds also are available to individual and institutional 
investors outside of the ALIAC retirement products.

ALIAC's adjusted earnings (after-tax) follow:

<TABLE>
<CAPTION>
(Millions)                                       1994        1993        1992   
________________________________________________________________________________
<S>                                              <C>         <C>         <C>
Income before cumulative effect adjustments      $ 159.1     $ 111.4     $  99.0

Less:
    Net realized capital gains (losses)             (3.8)        6.1         2.8

    Severance and facilities charge                    -       (20.0)       (3.9)
                                                 _______     _______     _______

Adjusted earnings                                $ 162.9     $ 125.3     $ 100.1
                                                 _______     _______     _______
                                                 _______     _______     _______

</TABLE>


<PAGE> 24

Aetna Life Insurance & Annuity (Continued)

ALIAC's adjusted earnings increased $38 million in 1994, following 
a $25 million increase in 1993.  The improvement in 1994 adjusted 
earnings principally reflected a decrease in operating expenses 
reflecting savings associated with prior year restructurings, 
primarily related to ALIAC's financial and administrative service 
and life insurance businesses.  The 1994 improvement also 
reflected an increase in fees assessed against policyholders, 
primarily due to an increase in the volume of business in force 
for certain universal life and annuity contracts.  Adjusted 
earnings in 1993 improved primarily due to increased investment 
income from growth in certain annuity and universal life contracts 
partially offset by lower investment yields on newly invested 
assets.  The 1993 increase also reflected an increase in fee 
income within the annuity contracts.

Premiums relate to term life, whole life and annuity products 
containing life contingencies.  Premiums increased by $43 million 
in 1994 and by $14 million in 1993.  Such increases resulted 
primarily from increases in structured settlement annuity sales.

Deposits relate to annuity contracts not involving life 
contingencies and universal life contracts. Deposits increased by 
$578 million in 1994 reflecting the $215 million acquisition of a 
block of primarily individual annuity business and strong 
universal life sales.  The increase in deposits in 1993 primarily 
reflected growth in the annuity business.

Assets under management at December 31, 1994 included $2.0 billion 
in fully guaranteed investment options, $9.2 billion in experience 
rated investment options, and $8.2 billion in non-guaranteed 
investment options.  ALIAC's contracts typically impose surrender 
fees which decline over the duration of the contract.  Assets held 
under experience rated general account options have transfer and 
withdrawal limitations.  Withdrawals from the fully guaranteed and 
experience rated investment options include an adjustment intended 
to reflect the estimated fair value of the assets supporting the 
contract at the time of withdrawal.  Approximately 90% and 91% of 
assets under management at December 31, 1994 and 1993, 
respectively, allowed for contractholder withdrawal, 54% and 53% 
of which, respectively, are subject to market value adjustments or 
deferred surrender charges at December 31, 1994.



<PAGE> 25

Aetna Life Insurance & Annuity (Continued)

Outlook

ALIAC's annuity, pension and universal life sales through 
traditional channels (primarily career agents, managing general 
agents, regional brokers, consultants, and third party 
administrators) are expected to continue to be strong in 1995. 
ALIAC intends to increase its focus on the sale of non-qualified 
products through non-traditional distribution channels (banks and 
broker/dealers).  ALIAC is also exploring attaining growth through 
additional acquisitions of blocks of business.  Management expects 
that ALIAC should continue to be a material source of earnings to 
the company.



<PAGE> 26

Property-Casualty

<TABLE>
<CAPTION>

Operating Summary (Millions)                     1994         1993         1992      
_____________________________________________________________________________________
<S>                                              <C>          <C>          <C>
Premiums                                         $  4,390.8   $  4,653.2   $  5,076.3
Net investment income                                 832.1        952.4      1,016.5
Fees and other income                                 115.6        144.3        207.3
Net realized capital gains                               .4        151.0        213.4
                                                 ____________________________________
  Total revenue                                     5,338.9      5,900.9      6,513.5
                                                 ____________________________________
Current and future benefits                         3,746.8      4,214.7      4,772.2
Operating expenses                                    914.1      1,025.4      1,206.9
Amortization of deferred policy
  acquisition costs                                   647.2        646.2        725.9
Severance and facilities charge                           -        147.3         75.4
                                                 ____________________________________
Income (Loss) before taxes                             30.8       (132.7)      (266.9)
Income tax benefits(1)                                (27.3)      (119.7)      (160.6)
                                                 ____________________________________
Income (Loss) before cumulative
  effect adjustments                             $     58.1   $    (13.0)  $   (106.3)
_____________________________________________________________________________________
                                                 ____________________________________
Cumulative effect adjustment for the change in
  accounting for workers' compensation reserves  $        -   $    250.0   $        -
_____________________________________________________________________________________
                                                 ____________________________________
Net realized capital gains (losses), net of tax
  (included above)                               $     (1.4)  $    101.0   $    142.4
_____________________________________________________________________________________
                                                 ____________________________________
Catastrophe losses, net of tax
  (included above)                               $    189.6   $     85.0   $    118.2
_____________________________________________________________________________________
                                                 ____________________________________
Statutory combined loss and expense ratio             123.3%       125.2%       126.1%
_____________________________________________________________________________________
                                                 ____________________________________
Statutory combined loss and expense ratio, 
  adjusted for accounting change (2)                  123.3%       116.4%       126.1%
_____________________________________________________________________________________
                                                 ____________________________________
GAAP combined loss and expense ratio (3)              117.7%       122.5%       126.4%
_____________________________________________________________________________________
                                                 ____________________________________
GAAP combined loss and expense ratio,
  adjusted for accounting change (2)                  117.7%       113.6%       126.4%
_____________________________________________________________________________________
                                                 ____________________________________

<FN>
(1) Income tax benefits resulted from pretax losses in 1993 and 1992 and tax-exempt
    interest income in 1994, 1993 and 1992.

(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).

(3) The difference between the statutory and GAAP combined loss and expense ratios
    of 1994 primarily reflects the establishment of a reserve for statutory purposes
    for severance and facilities charges and for the settlement of Proposition 103,
    which were both previously reserved for on a GAAP basis.
</TABLE>


The business units in the Property-Casualty segment provide most 
types of commercial and personal property-casualty insurance, 
bonds, and insurance-related services for businesses, government 
units and associations and individuals.

Property-Casualty's adjusted earnings (after-tax) follow:

<TABLE>
<CAPTION>
(Millions)                                       1994        1993        1992   
________________________________________________________________________________
<S>                                              <C>         <C>         <C>
Income (Loss) before cumulative effect
  adjustments                                    $  58.1     $ (13.0)   $ (106.3)

Less:
    Net realized capital gains (losses)             (1.4)      101.0       142.4

    Severance and facilities charge                    -       (95.6)      (49.7)
                                                 _______     _______     _______

Adjusted earnings                                $  59.5     $ (18.4)    $(199.0)
                                                 _______     _______     _______
                                                 _______     _______     _______

</TABLE>


<PAGE> 27

Property-Casualty (Continued)

Property-Casualty's adjusted earnings increased $78 million in 
1994, following a $181 million increase in 1993.  The following 
significant factors impact the comparison of adjusted earnings:

  Adjusted earnings included after-tax catastrophe losses of $190 
  million, $85 million and $118 million in 1994, 1993 and 1992, 
  respectively, (net of reinsurance of $138 million, $28 million 
  and $329 million, respectively).  Such losses contributed 6.4 
  points to the combined ratio in 1994, compared with 2.8 points 
  and 3.5 points for 1993 and 1992, respectively.  Catastrophe 
  losses in 1994 included $161 million ($453 million pretax and 
  before reinsurance) from the Los Angeles earthquake and the 
  severe winter weather in early 1994.  Catastrophe losses in 1992 
  included $85 million ($574 million pretax and before 
  reinsurance) from Hurricane Andrew and Winter Storm Beth.

  Adjusted earnings in 1994 reflected losses of $114 million 
  (after-tax and net of reinsurance) related to indemnity-related 
  environmental prior year reserve development.  Partially 
  offsetting this prior year reserve development in commercial 
  lines in 1994 were after-tax reductions of $66 million in prior 
  year loss reserves related to the personal auto business.  1993 
  adjusted earnings included an increase of $259 million (after-
  tax and after discounting) in workers' compensation reserves for 
  prior accident years.  Adjusted earnings in 1993 were also 
  adversely affected by after-tax additions to loss and loss 
  expense reserves for prior accident years of $29 million from 
  the company's U.K. reinsurance operation, arising principally on 
  discontinued lines and non-U.S. property exposures.  1992 
  adjusted earnings included an after-tax charge of $293 million 
  related to increases in environmental and asbestos-related 
  reserves, which was partially offset by favorable loss trends in 
  the personal lines of business.  (Please see "Property-Casualty 
  Reserves" on page 28.)

  Adjusted earnings in 1993 reflected a net tax benefit of $25 
  million related to revaluing the deferred tax asset as a result 
  of the increase in federal income tax rates.

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

In addition, 1994 adjusted earnings benefited from a reduction in 
operating expenses, primarily due to management's continuing 
efforts to lower costs and exiting unprofitable markets.  Adjusted 
earnings in 1993 reflected a reduction in operating expenses, 
improved underwriting in commercial lines and benefits from 
reduced exposure in unprofitable personal auto markets. Partially 
offsetting the improvements in 1994 and 1993 adjusted earnings was 
lower net investment income primarily due to lower investment 
yields.


<PAGE> 28

Property-Casualty (Continued)

Property-Casualty earned premiums decreased approximately 6% in 
1994 and 8% in 1993.  Continued reduction in personal auto and 
workers' compensation exposures (though at a lesser rate than in 
1993), a decrease in commercial auto exposures, generally stricter 
underwriting in commercial lines, and the current competitive 
marketplace contributed to the decreases.  During 1994, the 
company continued to review its exposure in, and capital committed 
to, the personal auto and homeowners and workers' compensation 
insurance markets to limit exposure in states that do not offer 
the potential to achieve an acceptable return.

Personal auto and homeowners policies in force at December 31 
were:

<TABLE>
<CAPTION>
(Millions)                      1994        1993        1992
____________________________________________________________
<S>                             <C>         <C>         <C>
Auto                             .6          .7          .8
Homeowners                      1.5         1.5         1.6
</TABLE>


Property-Casualty Reserves

<TABLE>
<CAPTION>
(Millions)                            1994        1993        1992    
______________________________________________________________________
<S>                                   <C>         <C>         <C>
Loss and Loss Expense Reserves:
  Commercial Property-Casualty        $ 14,133    $ 13,500    $ 13,405
  Personal Property-Casualty             2,011       2,348       2,575
                                      ________________________________
    Total (1)                         $ 16,144    $ 15,848    $ 15,980
______________________________________________________________________
                                      ________________________________
<FN>
(1) Loss and loss expense reserves are shown without reduction for
    reinsurance recoverable in all three years and deductible amounts
    recoverable from policyholders in 1994.  Reinsurance recoverables
    and deductible amounts recoverable from policyholders were $4.6
    billion and $352 million, respectively, at December 31, 1994.
    Reinsurance recoverables were $4.4 billion and $4.2 billion
    at December 31, 1993 and 1992, respectively.
</TABLE>


Loss and loss expense reserves represent the estimated liability 
for the ultimate cost, to the extent reasonably estimable, 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, reserves are continually 
monitored and adjusted using a variety of actuarial and 
statistical techniques as more current information becomes 
available.


<PAGE> 29

Property-Casualty (Continued)

Additions to Reserves for Prior Accident Years

The table below shows the changes in loss estimates (net of 
reinsurance) related to prior accident years, most of which were 
for losses and related expenses for workers' compensation claims, 
environmental liability risks, and asbestos and other product 
liability risks.  Additions (reductions) to reserves for prior 
accident years reduce (increase) net income for the period in 
which the adjustment is made.

<TABLE>
<CAPTION>
                                      Commercial  Personal
(Millions)                            Lines       Lines       Total    
_______________________________________________________________________
<S>                                   <C>         <C>         <C>
1994
  Pretax                              $  348      $  (96)     $  252   
  After-tax                              226         (62)        164   
1993 (1)
  Pretax                                  79         (19)         60   
  After-tax                               51         (12)         39   
1992
  Pretax                                 465           1         466   
  After-tax                              307           1         308   
<FN>
(1) Reserve additions in 1993 are net of the $250 million effect of
    discounting workers' compensation life table indemnity reserves.
</TABLE>


Environmental and Asbestos-Related Claims

Reserving for environmental and asbestos-related claims is subject 
to significant uncertainties (discussed below).  Because of these 
significant uncertainties, management is currently unable to make 
a reasonable estimate as to the ultimate amount of losses or a 
reasonable range of losses for all environmental and asbestos-
related claims and related litigation expenses.  However, reserves 
for these liabilities are evaluated by management regularly, and, 
subject to the significant uncertainties discussed below, 
adjustments have been and are expected to be 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 environmental and asbestos-related claims.  It is not 
possible at this time to determine whether reinsurance coverage 
for these claims will be exhausted prior to disposing of or 
otherwise settling all such claims, primarily because the ultimate 
amount of payments that the company may make for all of these 
claims and related litigation expenses is currently unknown.  The 
company has taken reinsurance recoveries into account in its 
reserve calculations for known claims, and for unreported asbestos 
bodily injury claims where, in many cases, the company reserves 
for policy limits.  The company believes that the reinsurance 
recoveries taken into account in its reserve calculations are 
probable of recovery; however, there can be no assurances that 
reinsurance for these types of claims will not become subject to 
coverage disputes with reinsurers, or that all reinsurers will 
have the ability to pay the company for such claims.


<PAGE> 30

Property-Casualty (Continued)

Environmental-Related Claims

The company has been a major writer of commercial insurance 
policies which are the types of policies alleged to cover 
hazardous waste cleanup costs.  Management is currently unable to 
make a reasonable estimate as to the ultimate amount or a 
reasonable range of its environmental-related liability.  However, 
in 1994, the company was able to begin estimating indemnity-
related liability on certain environmental claims and increased 
reserves significantly. The company is continuing to gather and 
analyze developing legal and factual information on known 
environmental-related claims and continues to reassess its 
reserving techniques in order to determine whether it can 
reasonably estimate its liability for additional claims.  As part 
of this ongoing process, the company is aware of developing 
databases and methodologies which may be useful in estimating 
environmental liabilities, and the company is in the process of 
reviewing its methodologies and reviewing additional data obtained 
from an outside actuarial firm in an effort to improve the 
company's ability to estimate all or a further portion of its 
environmental-related liability.  The review underway is expected 
to be completed in the second or third quarter of this year.  In 
addition to this review, as claims in litigation mature and 
approach the trial stage, the company obtains information that may 
allow it to estimate exposure on certain of the claims involved in 
the litigation and policyholders may seek to settle their claims 
with the company.  Also, the outcome of coverage litigation 
involving the company or other insurers may assist in the 
determination of additional amounts that might be paid in the 
future for similar claims.  The estimation of reserves for 
reported environmental claims is likely to change as additional 
information emerges and reserving techniques continue to develop.  
The company is expected to be affected adversely by losses for 
environmental claims and related litigation and such effect could 
be material.

The company and the insurance industry are litigating issues, 
described further below, that will ultimately determine, in many 
cases, whether and to what extent insurance coverage exists for 
environmental pollution claims. Once 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 is involved in certain coverage dispute 
cases where insureds have presented the company with particularly 
large claims for coverage, based on the number of sites alleged to 
be covered, the nature of the business conducted and the alleged 
scope of coverage.  One case involving such an insured may begin 
trial in early to mid-1995 with respect to a portion of the sites 
alleged to be subject to coverage.


<PAGE> 31

Property-Casualty (Continued)

The company generally disputes that there is insurance coverage 
for environmental claims and is vigorously litigating coverage and 
related issues.  As such, the company is continuously involved in 
lawsuits regarding policy coverage and judicial interpretation of 
legal liability for environmental pollution claims.  Environmental 
claims are complex and subject to significant uncertainties in 
addition to the vagaries of and risks inherent in major litigation 
generally.  First, the underlying liabilities of the claimants are 
difficult to estimate.  At any given waste site, the amount of 
remediation 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 of others to pay.  A PRP may have no liability, may 
share responsibility with others or may bear the cost alone.  
Second, there are significant uncertainties for the company and 
the insurance industry relating to whether insurance policies will 
be found to 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 "occurrences" for purposes of determining applicable 
policy limits; how pollution exclusions in policies should be 
applied; and whether cleanup costs are payable as "damages."

The company establishes reserves for indemnity-related liabilities 
(and related loss adjustment expenses, including legal fees 
relating to its duty, if any, to defend a policyholder) for 
particular known environmental claims when it believes it has 
sufficient information to reasonably estimate its liability.  The 
company also has established a bulk reserve for legal fees 
expected to be paid over the next several years related to 
coverage disputes with policyholders.  At this time, however, 
because of the significant uncertainties discussed above, the 
company does not establish reserves for unknown environmental 
claims, for known claims where the estimated ultimate liability is 
not reasonably estimable or for adverse development of currently 
held reserves.

The table below reflects activity in the reserve for environmental 
liability claims (pretax and before reinsurance) for the years 
ended December 31:

<TABLE>
<CAPTION>

Environmental Liability Claims (Millions)       1994        1993        1992   
_______________________________________________________________________________
<S>                                             <C>         <C>         <C>
Beginning reserve                               $ 233.3     $ 237.8     $  73.4
Reserve additions for incurred losses (1)         289.5        37.2       212.8
Payments for claims and claim
  adjustment expense (2,3)                         86.7        41.7        48.4
                                                _______________________________
Ending reserve (4)                              $ 436.1     $ 233.3     $ 237.8
_______________________________________________________________________________
                                                _______________________________

<FN>
(1) Before reduction for reinsurance of $59 million in 1994, $(3) million in
    1993 and $11 million in 1992.

(2) Before reduction for reinsurance of $4 million in 1994, $2 million in 1993
    and $4 million in 1992.

(3) Includes legal fees paid of $52 million in 1994, $31 million in 1993 and
    $35 million in 1992.

(4) Before reduction for reinsurance of $58 million in 1994, $3 million in 1993
    and $7 million in 1992.

</TABLE>


<PAGE> 32

Property-Casualty (Continued)

At December 31, 1994 and 1993, approximately $299 million and $94 
million, respectively, of the reserve for environmental liability 
claims represented estimated indemnity-related liabilities 
(including loss adjustment expenses).  The remainder represented a 
bulk reserve for legal fees.  In 1994, the company added $290 
million pretax and before reinsurance ($231 million pretax and 
after reinsurance) to reserves for environmental liability claims 
primarily for indemnity-related liabilities.  The indemnity-
related liabilities recorded principally relate to certain of the 
known claim sites involved in coverage dispute litigation between 
the company and some of its policyholders (including certain of 
the sites relating to policyholders, which appear to present the 
largest risk of liability to the company) and to settlements with 
certain policyholders during the period. In 1992, the company 
added $202 million (pretax) to reserves for environmental 
liability claims primarily establishing the bulk reserve for legal 
fees.

The company actively manages its environmental claims through a 
special environmental claim unit. The number of environmental-
related liability claims the company had as of December 31 (and 
policyholders involved in those claims), were as follows:

<TABLE>
<CAPTION>
                        1994 (1)        1993 (1)        1992 (1)
                        ________        ________        ________
<S>                     <C>             <C>             <C>
Beginning balance        3,860           2,913           2,424
New claims               1,765           1,903           1,127
Closed claims            1,038             956             638
                        ______          ______          ______
Ending balance (2)       4,587           3,860           2,913
                        ______          ______          ______
                        ______          ______          ______

Policyholders            1,146           1,132           1,000
                        ______          ______          ______
                        ______          ______          ______

<FN>

(1)  For purposes of this table, "claims" are calculated separately for
     each of the categories described in (2) below and are calculated on
     a "per policyholder, per site" basis.  The "claims" numbers reflect
     cases where policyholders have notified the company of a claim under
     primary insurance policies.  In addition, policyholders have placed
     the company on notice of possible claims that may potentially involve
     excess general liability policies.  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.

(2)  Of the claims open at December 31, 1994, 1993 and 1992, approximately 87%,
     87% and 91%, respectively, represented environmental pollution-related
     cleanup cases (including Superfund claims) against policyholders, and
     approximately 13%, 13% and 9%, respectively, represented environmental
     pollution-related third-party bodily injury and property damage claims
     against policyholders.  Of the claims open at December 31, 1994, 1993
     and 1992, approximately 53%, 48% and 34%, respectively, were involved
     in coverage disputes between the company and its policyholders that had
     reached the litigation stage.

</TABLE>


<PAGE> 33

Property-Casualty (Continued)

Management believes that year-over-year there is not a meaningful 
correlation between the number of outstanding environmental claims 
and either the indemnity or loss expense portions of the 
environmental liability.  Because the company has generally 
disputed that there is insurance coverage for environmental 
claims, and because of significant uncertainties, the company 
generally is not able to reasonably estimate the amount of 
indemnity loss, if any, for a claim until well after the claim is 
reported.  In addition, loss expenses do not increase 
proportionately with the number of outstanding claims primarily 
because of the company's management of legal costs and because a 
number of new claims involve additional sites relating to pre-
existing policyholder coverage disputes which should not 
proportionately increase legal fees.  Legal costs may vary in 
particular years, however, due to other factors, such as the 
timing of stages of certain large litigation.

Congress was scheduled to reauthorize the Superfund law in 1994, 
but adjourned without doing so.  There continues to be substantial 
dissatisfaction among insurance and business groups and others 
with the current law, particularly with respect to the law's 
cleanup requirements and liability provisions, and there is 
general recognition that major reforms are needed.  However, 
Superfund reform would not directly affect the numerous 
environmental liability claims against the company resulting from 
state and other federal environmental cleanup programs.  At this 
time, it is too early to determine whether the law will be 
reauthorized and reformed in 1995-1996, what the substance of the 
enacted legislation will be, or what the effect of any such 
reforms will be on the company.

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 
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.  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 received final approval by the courts.


<PAGE> 34

Property-Casualty (Continued)

Over the last few years, asbestos bodily injury claims also have 
been filed by plaintiffs against entities that installed or 
produced products that contained asbestos. Additionally, some 
policyholders have attempted to recharacterize asbestos bodily 
injury product liability claims in an effort to avoid applicable 
policy coverage limits.  The company is currently involved in 
binding arbitration with one such major producer that had 
exhausted applicable policy limits on asbestos products claims and 
is awaiting the arbitrator's decision, which is appealable to a 
panel of arbitrators.  There is inadequate history from which the 
company can estimate the ultimate liability it may have with 
respect to these types of claims.

The table below reflects activity in the reserve for asbestos 
bodily injury claims (pretax and before reinsurance) for the years 
ended December 31:

<TABLE>
<CAPTION>

Asbestos Bodily Injury Claims (Millions)         1994        1993        1992   
________________________________________________________________________________
<S>                                              <C>         <C>         <C>
Beginning reserve                                $ 248.1     $ 294.9     $  47.5
Reserve additions for incurred losses (1)          117.3        95.2       334.4
Payments for claims and claim
  adjustment expense (2,3)                          69.5       142.0        87.0
                                                 _______________________________
Ending reserve (4)                               $ 295.9     $ 248.1     $ 294.9
________________________________________________________________________________
                                                 _______________________________
<FN>
(1) Before reduction for reinsurance of $82 million in 1994, $20 million in
    1993 and $115 million in 1992.

(2) Before reduction for reinsurance of $65 million in 1994, $27 million in
    1993 and $51 million in 1992.

(3) Includes legal fees paid of $30 million in 1994, $56 million in 1993 and
    $25 million in 1992.

(4) Before reduction for reinsurance of $62 million in 1994, $45 million in
    1993 and $52 million in 1992.
</TABLE>


At December 31, 1994 and 1993, approximately 33% and 43%, 
respectively, of reserves (pretax and before reinsurance) 
represented legal fees. In 1993, payments increased, primarily 
reflecting increased settlements of asbestos bodily injury claims, 
including settlements of certain large claims for which reserves 
had previously been established.  In 1992, the company added $334 
million (pretax and before reinsurance) to reserves for asbestos 
bodily injury claims.  Of this increase, $152 million (pretax and 
before reinsurance) was added primarily because of the CCR 
developments described above.  These reserves are equal to the 
remaining coverage limits for many of the company's largest 
insureds, plus an estimate of the associated future costs of 
litigation.

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.


<PAGE> 35

Property-Casualty (Continued)

The number of asbestos bodily injury claims the company had as of 
December 31 (and policyholders involved in those claims), were as 
follows:

<TABLE>
<CAPTION>
                        1994 (1)     1993 (1)     1992 (1)
                        ____         ____         ____
<S>                     <C>          <C>          <C>
Beginning balance       1,283        1,864        2,330
New claims                271          248          172
Closed claims             277          829          638
                        _____        _____        _____
Ending balance (2)      1,277        1,283        1,864
                        _____        _____        _____
                        _____        _____        _____

Policyholders             318          287          239
                        _____        _____        _____
                        _____        _____        _____

<FN>
(1) The "claims" numbers above reflect cases where policyholders
    have notified the company of a claim under primary insurance
    policies.  In addition, they reflect cases where policyholders
    have placed the company on notice of possible claims that may
    potentially involve excess general liability policies in those
    instances where the company believes its excess policies are
    likely to be accessed.

(2) Certain of the company's claims represent a claim by an
    individual claimant and others represent a claim on behalf of
    multiple claimants.  At December 31, 1994, 1993 and 1992,
    approximately 84%, 83% and 52%, respectively, represent claims
    which have multiple claimants.
</TABLE>


Management believes that there is not a high correlation between 
the number of outstanding asbestos claims and the recorded 
reserves for such claims.  The new claims generally relate to 
policyholders having a small number of claims individually.  The 
closed claims in 1993 and 1992 reflect the increased activity 
related to a small number of large policyholders pertaining to the 
CCR settlement.

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.


<PAGE> 36

Property-Casualty (Continued)

The table below reflects activity in the reserve (a significant 
portion of which represents legal fees) for asbestos property 
damage claims (pretax and before reinsurance) for the years ended 
December 31:

<TABLE>
<CAPTION>

Asbestos Property Damage Claims (Millions)     1994        1993        1992   
______________________________________________________________________________
<S>                                            <C>         <C>         <C>
Beginning reserve                              $  28.7     $  31.3     $  21.1
Reserve additions for incurred losses (1)          6.2        16.9        28.6
Payments for claims and claim
  adjustment expense (2)                           5.0        19.5        18.4
                                               _______________________________
Ending reserve (3)                             $  29.9     $  28.7     $  31.3
______________________________________________________________________________
                                               _______________________________
<FN>

(1) Before reduction for reinsurance of $3 million in each of 1994 and 1993
    and $6 million in 1992.

(2) Before reduction for reinsurance of $3 million in 1994 and $2 million
    in 1992.  There were no such reinsurance recoveries in 1993.

(3) Before reduction for reinsurance of $7 million in each of 1994 and 1993
    and $3 million in 1992.

</TABLE>


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 installed and relevant state law.  
Management cannot predict whether such indemnity payments per 
claim will increase, decrease or remain the same.

The number of asbestos property damage claims the company had as 
of December 31 (and policyholders involved on those claims), were 
as follows:

<TABLE>
<CAPTION>
                        1994      1993      1992
                        ____      ____      ____
<S>                     <C>       <C>       <C>
Beginning balance       336       308       479
New claims               53        53        51
Closed claims           114        25       222
                        ___       ___       ___
Ending balance (1)      275       336       308
                        ___       ___       ___
                        ___       ___       ___

Policyholders            48        43        24
                        ___       ___       ___
                        ___       ___       ___

<FN>

(1) Certain of the company's claims represent claims
    related to individual properties and others represent
    claims related to multiple properties.  At December 31, 1994,
    1993 and 1992, approximately 44%, 32% and 30%, respectively,
    represent claims which relate to multiple properties.

</TABLE>


<PAGE> 37

Property-Casualty (Continued)

While the total number of open asbestos property damage claims 
increased from December 31, 1992 to December 31, 1993, the reserve 
balance for such claims decreased by $3 million.  Reserve 
additions for the period reflect the company's belief that new 
claims arising during the period were primarily small or 
incidental claims, many of which were closed in 1994.

Workers' Compensation Claims

The company added $574 million (pretax, before discount) to prior 
accident year loss reserves in 1993 for workers' compensation 
claims.  Of this addition, approximately $250 million related to 
reserves for workers' compensation life table indemnity claims.  
The increase of $574 million resulted from a study of the 
company's workers' compensation reserves which supported 
adjustment of workers' compensation reserve balances to reflect 
(i) a 60-year tail (compared to the 40-year tail previously 
utilized) and (ii) a judgment that, because of application of 
costly medical technologies sooner after injury and medical 
advancements in the early treatment of injuries, recent claims 
would benefit from a slowing in the growth of medical costs from 
that being experienced by the company on older claims.  Concurrent 
with this addition to workers' compensation reserves, the company 
implemented a change in accounting to discount reserves for 
workers' compensation life table indemnity claims in order to more 
accurately reflect the economic value of the company's obligations 
and improve the matching of revenues and expenses.  Further, such 
discounting was consistent with industry practice.  This 
discounting resulted in a reduction as of December 31, 1993 of 
$634 million (pretax) to loss reserves for workers' compensation 
claims.  (Please see Note 1 of Notes to Financial Statements.)

Estimating workers' compensation reserves is particularly 
difficult (and, therefore, more subject to change than many other 
types of property-casualty claims), largely because of the length 
of the "tail" associated with workers' compensation claims.  
Workers' compensation claim costs are dependent on a number of 
complex factors including social and economic trends and changes 
in doctrines of legal liability and damage awards.

Other

Policyholders of the company also seek insurance coverage from the 
company for other long-term exposure claims against them, 
including claims relating to silicone-based personal products, 
lead paint and other allegedly toxic or harmful substances.  
Evaluating and reserving for these types of exposures is complex 
and subject to many uncertainties including those stemming from 
coverage issues, long latency periods and changing laws.


<PAGE> 38

Property-Casualty (Continued)

The company has noted evidence of adverse loss developments in its 
commercial general liability line of business.  The company 
believes that such developments largely are attributable to the 
unusual frequency and size of claims in this line of business. The 
company also believes that the unusual frequency and size of 
construction defect claims brought against contractor 
policyholders (observed by the company in 1994) and the increasing 
size of other types of claims brought against contractor 
policyholders (observed by the company to be continuing in 1994) 
are contributing to these loss developments. The company believes 
that it is reasonably possible that these adverse loss 
developments will continue, and if so they would adversely affect 
the company's future results although the company is currently 
unable to estimate the extent to which results would be affected.  
Management has and continues to review the factors contributing to 
these developments (by, for example, segregating and examining 
data on an individual policyholder basis) and to adjust its 
reserves as more current data becomes available.



<PAGE> 39

Outlook

Significant actions have been taken, especially in the commercial 
lines, to improve basic underwriting and claim-handling 
fundamentals in order to improve profitability.  Continued focus 
on stricter underwriting programs, geographic specific strategies, 
and increased service and value-added business, which address the 
requirements of customers with more complicated insurance needs, 
is expected to improve the earnings outlook in commercial lines.  
However, except in isolated markets and lines of business, 
expectations in recent years among market analysts that prices 
would significantly increase in the commercial lines of business 
have proven incorrect.  Should existing market conditions 
continue, earnings will continue to be under pressure.

In personal lines, recent actions have improved personal auto 
underwriting profitability.  However, increasingly competitive 
market conditions will put pressure on further improvement.  
Management will continue to evaluate personal auto market 
conditions in each state and maintain or increase the company's 
presence in those states that offer acceptable returns and reduce 
its presence in those states where the company is unable to earn 
acceptable returns.  Management will continue to seek to obtain 
personal lines rate increases where appropriate and will continue 
to challenge regulatory or legislative initiatives that deny the 
company an opportunity to earn a satisfactory return.

The company has undertaken a number of actions in the past few 
years to improve its expense position.  It will continue to seek 
to further reduce the costs associated with acquiring, processing 
and servicing business.  The benefits of reduced expenses, driven 
by a 17% staff reduction in 1994, should be fully reflected in 
1995 earnings.  However, the competitive marketplace and stricter 
underwriting programs may depress premium levels in the shorter 
term, in which case improvement in the company's expense ratios 
would take longer to achieve.

The company is taking a number of steps intended to moderate the 
volatility of property-casualty earnings, including transferring 
more risk through restructured and expanded reinsurance programs.  
Additionally, exposure to catastrophes is being reduced through 
restricting business writings in certain geographic areas, to the 
extent that the company can legally do so, and increasing 
deductibles.  These actions may somewhat reduce premium levels.

The company is aggressively managing its asbestos and 
environmental liabilities. The company is expected to be affected 
adversely in 1995 by losses for environmental and asbestos claims 
and related litigation expenses, and such effect could be material 
to the company's future results, liquidity and/or capital 
resources.


<PAGE> 40

International

<TABLE>
<CAPTION>
Operating Summary (Millions)                1994        1993        1992    
____________________________________________________________________________
<S>                                         <C>         <C>         <C>
Premiums                                    $  887.1    $  909.5    $  814.8
Net investment income                          308.4       311.6       278.5
Fees and other income                           97.0        83.4       100.4
Net realized capital gains (losses)              4.5       (25.2)        8.7
                                            ________________________________
  Total revenue                              1,297.0     1,279.3     1,202.4
Current and future benefits                    782.7       860.1       732.3
Operating expenses                             349.8       354.3       385.6
Amortization of deferred policy
  acquisition costs                             65.7        51.7        41.6
Severance and facilities charge                    -        11.0           -
                                            ________________________________
Income before taxes                             98.8         2.2        42.9
Income taxes (benefits)                         27.6       (52.8)       17.8
                                            ________________________________
Income before cumulative
  effect adjustments                        $   71.2    $   55.0     $  25.1
____________________________________________________________________________
                                            ________________________________
Net realized capital gains (losses),
  net of tax (included above)               $    2.1    $  (11.6)    $   7.2
____________________________________________________________________________
                                            ________________________________
</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, Mexico, Taiwan, 
Chile, Malaysia, Hong Kong, New Zealand, Peru, Argentina and 
Korea.  As part of the company's decision to realign its segments 
(please see "Overview" on page 4), the United Kingdom reinsurance 
operations, previously included within International, are now 
reflected in the Property-Casualty segment.

International's adjusted earnings (after-tax) follow:

<TABLE>
<CAPTION>
(Millions)                                       1994        1993        1992   
________________________________________________________________________________
<S>                                              <C>         <C>         <C>
Income before cumulative effect adjustments      $  71.2     $  55.0     $  25.1

Less:
    Net realized capital gains (losses)              2.1       (11.6)        7.2

    Severance and facilities charge                    -        (7.1)          -
                                                 _______     _______     _______

Adjusted earnings                                $  69.1     $  73.7     $  17.9
                                                 _______     _______     _______
                                                 _______     _______     _______

</TABLE>


International's adjusted earnings decreased $5 million in 1994, 
following a $56 million increase in 1993.  Results in 1994 and 
1993 reflected earnings from the company's increased investment in 
a Mexican insurance operation and continued improvement in Pacific 
Rim operations and earnings.  1993 adjusted earnings included a 
$37 million tax benefit from prior year operating losses related 
to the sale of the U.K. life and investment management operations.

During 1994, the company changed its accounting for an affiliate 
from the consolidated basis of accounting to the equity basis of 
accounting.  Prior to the change, the company recognized revenue 
of $98 million, $173 million and $134 million for 1994, 1993 and 
1992, respectively, and benefits and expenses of $105 million, 
$190 million and $148 million for 1994, 1993 and 1992, 
respectively.  This change did not impact results of the segment 
in 1994.

<PAGE> 41

International (Continued)

Premiums in 1994 were 2% lower than in 1993, following a 12% 
increase in 1993 premiums as compared with 1992.  Excluding the 
change in accounting for an affiliate discussed above, premiums 
increased 5% and 8% in 1994 and 1993, respectively, primarily due 
to increases in the volume of business sold in the Pacific Rim and 
South American markets.

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.  
These markets have added risks such as nationalization, 
expropriation, foreign currency fluctuations and the potential for 
restrictive capital regulations.

Approximately 25% of International's adjusted earnings are derived 
from the company's Mexican affiliate.  The devaluation of the 
Mexican peso which occurred primarily in the fourth quarter of 
1994 resulted in the recording of a $39 million unrealized loss 
(after-tax) on the consolidated balance sheet of the company 
related to the company's investment in its Mexican affiliate.  The 
company's currency risk with respect to the Mexican peso cannot be 
hedged due to the fact that there is no active market for currency 
forward contracts.  As a result, the Mexican affiliate's 
contribution to earnings could be negatively impacted.

Despite these risks, management believes that its operations are 
sufficiently maturing and, therefore, expects International to be 
a meaningful contributor to overall corporate results.



<PAGE> 42

Corporate

<TABLE>
<CAPTION>

Operating Summary (Millions, after-tax)     1994         1993         1992      
________________________________________________________________________________

<S>                                         <C>          <C>          <C>
Interest expense                            $     60.5   $     44.7   $     50.9
Other expense                               $    156.5   $    173.9   $    229.2

</TABLE>


The Corporate segment includes interest expense and other 
corporate net expenses which are not directly related to the 
company's business segments.  "Other expense" includes operating 
expenses such as corporate staff areas, advertising and 
contributions, and net investment income.

The 1994 increase in interest expense of $16 million resulted from 
the issuance by a subsidiary of 9 1/2% cumulative monthly income 
preferred securities in November 1994, as well as certain other 
long-term debt by the company in late 1993.  Other expense for 
1993 and 1992 included after-tax severance and facilities charges 
of $11 million and $13 million, respectively.  Other expense also 
included an after-tax realized capital loss of $9 million in 1994, 
and after-tax realized capital gains of $2 million and $9 million 
in 1993 and in 1992, respectively.  Excluding the 1993 and 1992 
severance and facilities charges and realized capital gains and 
losses in all three years, the decrease in other expenses in 1994 
and 1993 resulted from a reduction of corporate staff area 
expenses associated with previous restructurings.



<PAGE> 43

General Account Investments

Investment-related amounts disclosed in the following investment 
section relate to the total portfolio (including assets supporting 
discontinued products and experience rated products).  (Please see 
"Large Case Pensions" on page 19 for a discussion of discontinued 
products.)

<TABLE>
<CAPTION>
                                                        December 31,      
                                                  ________________________
(Millions)                                        1994          1993      
__________________________________________________________________________
<S>                                               <C>           <C>
Invested Assets:
  Life Companies:
    Fully Guaranteed                              $ 14,486.3    $ 16,933.1
    Experience Rated                                16,670.9      18,824.1
    Other                                            8,216.6       7,445.5
  Property-Casualty Companies                       14,919.5      18,253.1
                                                  ________________________
    Total General Account Assets,
      net of impairment reserves                  $ 54,293.3    $ 61,455.8
__________________________________________________________________________
                                                  ________________________
Net investment income                             $  4,463.5    $  4,919.0
__________________________________________________________________________
                                                  ________________________
</TABLE>


At December 31, 1994 and 1993, the company's invested assets were 
comprised of the following, net of impairment reserves:

<TABLE>
<CAPTION>
(Millions)                                        1994          1993      
__________________________________________________________________________
<S>                                               <C>           <C>
Debt securities:
  Held for investment, at amortized
    cost (fair value $1,991.2 and $2,704.2)       $  2,000.8    $  2,557.8
  Available for sale, at fair value
    (amortized cost $36,984.2 and $36,933.6)        35,110.7      38,868.9
  Trading securities, at fair value
    (1993 amortized cost, $119.0)                          -         117.8
Equity securities, at fair value
    (cost $1,326.9 and $1,238.1)                     1,655.6       1,658.9
Short-term investments                                 450.4         669.9
Mortgage loans                                      11,843.6      14,839.2
Real estate                                          1,545.7       1,315.8
Policy loans                                           533.8         490.7
Other                                                1,152.7         936.8
__________________________________________________________________________
    Total invested assets                         $ 54,293.3    $ 61,455.8
__________________________________________________________________________
                                                  ________________________
</TABLE>


The company's investment objective is to fund policyholder and 
certain corporate liabilities in a manner which enhances 
shareholder and contractholder value, subject to appropriate risk 
constraints.  It is the company's intention that this investment 
objective be met by a mix of investments which matches the 
characteristics of the liabilities they support; diversifies the 
types of investment risks in its portfolios by interest rate, 
liquidity, credit and equity price risk; and achieves asset 
diversification by investment type, industry, issuer and 
geographic location.  The company regularly projects duration and 
cash flow characteristics of its liabilities and makes appropriate 
adjustments in the portfolios of assets which support the 
liabilities.


<PAGE> 44

General Account Investments (Continued)

Interest rate risk is managed within a tight duration band, and 
credit risk is managed by maintaining high average bond ratings 
and diversified sector exposure.  In pursuing its investment and 
risk management objectives, the company utilizes assets whose 
market value is at least partially determined by, among other 
things, levels of or changes in domestic and/or foreign interest 
rates (short term or long term), exchange rates, prepayment rates, 
equity markets or credit ratings/spreads.  (Please see "Use of 
Derivatives and Other Investments" on page 56.)

Using financial modeling and other techniques, the company 
regularly evaluates the appropriateness of the investments 
relative to the company's management-approved investment 
guidelines and the business objectives of the portfolios 
(including evaluating the interest rate, liquidity, credit and 
equity price risk resulting from derivative and other portfolio 
activities).  During 1994, the company operated within such 
investment guidelines by maintaining a mix of investments that 
diversifies its assets and matches the characteristics of the 
liabilities which they support.

The decline in invested assets from December 31, 1993 to December 
31, 1994 related principally to debt securities and mortgage 
loans.  The decrease in debt securities of $4.4 billion was due 
principally to changes in market values of such securities.  
Interest rates rose during 1994, causing a decrease in the value 
of debt securities and resulting in a change from unrealized 
capital gains on such securities of $1.9 billion at December 31, 
1993 to unrealized capital losses of $1.9 billion at December 31, 
1994.  Of such unrealized capital losses at December 31, 1994, 
$195 million and $607 million related to assets supporting 
discontinued products and experience rated pension 
contractholders, respectively.  The decrease in mortgage loans of 
$3.0 billion principally reflected prepayments, payments at 
maturity on mortgage loans, the company's foreclosure of $515 
million of mortgage loans (net of write-offs) and $193 million of 
in-substance foreclosures (net of write-offs).

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.


<PAGE> 45

General Account Investments (Continued)

Debt Securities

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

<TABLE>
<CAPTION>
(Millions)                                 1994               1993     
_______________________________________________________________________
<S>                                        <C>                <C>
Supporting discontinued products           $ 6,155.0          $ 8,269.0
Supporting experience rated products        11,770.5           11,763.8
Supporting remaining products               19,186.0           21,511.7
                                       ________________________________
   Total                                   $37,111.5          $41,544.5
                                       ________________________________
                                       ________________________________
</TABLE>


At December 31, 1994 and 1993, 5% and 6%, respectively, of the 
fixed income investments included in Aetna's debt securities 
portfolio were carried at amortized cost.  At year-end 1994, the 
estimated market value of investments carried at amortized cost 
was approximately $10 million less than their carrying value.  Of 
the difference between market and carrying value, an unrealized 
capital gain of less than $1 million is related to debt securities 
supporting experience rated contracts.



<PAGE> 46

General Account Investments (Continued)

It is management's objective that the portfolio of debt securities 
be of high quality and be well-diversified by market sector.  The 
debt securities 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 
portfolio of debt securities was AA at December 31, 1994 and 1993.

<TABLE>
<CAPTION>
Debt Securities Quality Ratings           Debt Securities Investments by Market Sector
12/31/94                                  12/31/94                                    
_______________________________           ____________________________________________
<S>            <C>                        <C>                           <C>
AAA            48.3%
AA             10.5%                     Corporate                     28.1%
A              21.8%                     Treasuries/Agencies           23.3%
BBB            14.4%                     Mortgage-Backed Securities    18.1%
BB & Below      5.0%                     Financial                     14.9%
                                         Public Utilities               7.2%
                                         Other Loan Backed              4.4%
                                         Municipals                     4.0%
</TABLE>


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

<TABLE>
<CAPTION>
(Millions)                                                   December 31, 1994                       
_____________________________________________________________________________________________________
                                       "Below Investment        Problem Debt        Potential Problem
                                       Grade" Securities        Securities          Debt Securities  
                                       _________________        ____________        _________________
<S>                                    <C>                      <C>                 <C>
Total                                  $1,873.0                 $  146.4            $  170.0
                                       ________                 ________            ________
                                       ________                 ________            ________
Percentage of total:
  Supporting discontinued products         27.8%                    35.6%               27.9%
  Supporting experience rated products     25.8                     14.3                29.6
  Supporting remaining products            46.4                     50.1                42.5
                                       ________                 ________            ________
                                          100.0%                   100.0%              100.0%
                                       ________                 ________            ________
                                       ________                 ________            ________


                                                             December 31, 1993                       
                                       ______________________________________________________________
                                       "Below Investment        Problem Debt        Potential Problem
                                       Grade" Securities        Securities          Debt Securities  
                                       _________________        ____________        _________________
<S>                                    <C>                      <C>                 <C>
Total                                  $1,951.1                 $  196.1            $  191.0
                                       ________                 ________            ________
                                       ________                 ________            ________
Percentage of total:
  Supporting discontinued products         31.5%                    36.0%               30.5%
  Supporting experience rated products     23.0                     13.6                34.1
  Supporting remaining products            45.5                     50.4                35.4
                                       ________                 ________            ________
                                          100.0%                   100.0%              100.0%
                                       ________                 ________            ________
                                       ________                 ________            ________
</TABLE>


"Below investment grade" securities (which include "problem debt 
securities" and "potential problem debt securities" described 
below) are defined to be securities that carry a rating below BBB-
/Baa3.  Such debt securities have been written down for other than 
temporary declines in value.  At year-end 1994 and 1993, $1.1 
billion and $1.2 billion, respectively, of the below investment 
grade debt securities were investments that were investment grade 
when purchased, but have since deteriorated in quality.

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


<PAGE> 47

General Account Investments (Continued)

"Potential problem debt securities" are currently performing debt 
securities for which neither payment default nor debt 
restructuring is anticipated within six months, but whose issuers 
are experiencing significant financial difficulties.  Identifying 
such potential problem debt securities requires significant 
judgment as to likely future market conditions and developments 
specific to individual debt securities.

The company does not accrue interest on problem debt securities 
when management believes the likelihood of collection of interest 
is doubtful.  Lost investment income on problem debt securities 
for the years ended December 31 was as follows:

<TABLE>
<CAPTION>
(Millions)                               1994        1993       1992  
______________________________________________________________________
<S>                                      <C>         <C>        <C>
Allocable to discontinued products       $  3.4      $  3.5     $  7.2
Allocable to experience rated products      1.0          .5        5.7
Allocable to remaining products             5.8         1.6        7.6

</TABLE>


Collateralized Mortgage Obligations

At December 31, 1994 and 1993, the carrying value (fair value) of 
collateralized mortgage obligations ("CMOs") was $3.4 billion and 
$6.3 billion, respectively.  The $2.9 billion decline in CMOs from 
December 31, 1993 to December 31, 1994 was related primarily to 
sales and principal repayments.  CMO sales of $1.6 billion 
resulted in net realized capital gains (pretax) of $35 million of 
which $23 million was allocated to experience rated contracts.  
The company's CMO exposure was reduced as a result of changes in 
their risk and return characteristics and to better diversify the 
risk profile of the company's assets.  The principal risks 
inherent in holding CMOs are prepayment and extension risks 
related to dramatic decreases and increases in interest rates 
whereby the value of the CMOs would be subject to variability on 
the repayment of principal from the underlying mortgages earlier 
or later than originally anticipated.

At December 31, 1994 and 1993, approximately 82% and 91%, 
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.  At December 31, 1994 and 1993, approximately 74% and 
77%, respectively, of the company's CMO holdings were 
collateralized by residential 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, 
1994 and 1993, 3% 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 residential 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 8% and 5% of the 
company's CMO holdings at December 31, 1994 and 1993, 
respectively, receive principal payments from the underlying 
mortgage pool only after all other priority classes have been 
retired.


<PAGE> 48

General Account Investments (Continued)

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 also 
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 also 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 Loans

During 1994, the mortgage loan portfolio was reduced 20% to $11.8 
billion, net of impairment reserves.  At December 31, 1994 and 
1993, the company's mortgage loan investments net of impairment 
reserves, supported the following types of business:

<TABLE>
<CAPTION>
(Millions)                                 1994               1993    
______________________________________________________________________
<S>                                        <C>                <C>
Supporting discontinued products           $ 4,294.9         $ 5,419.1
Supporting experience rated products         3,652.1           4,732.7
Supporting remaining products                3,896.6           4,687.4
                                           ___________________________
   Total                                   $11,843.6         $14,839.2
                                           ___________________________
                                           ___________________________
</TABLE>


During 1994, the company continued to manage its mortgage loan 
portfolio to reduce the balance in absolute terms and relative to 
invested assets, and to reduce its overall risk.  Since 1990 when 
the company ceased actively investing new money in mortgage loans, 
the focus has been on reducing the mortgage loan portfolio in an 
effort to maximize the return to the company.  Mortgage loans, net 
of impairment reserves, now represent 22% of total general account 
invested assets, down from 38% in 1990.  During this period, the 
principal balance of the mortgage portfolio was reduced by 46%.  
The $3.0 billion decrease since December 31, 1993 reflects the 
effect of repayments of maturing loans, loan prepayments, 
discounted loan payoffs, amortization and foreclosures (actual and 
in-substance).  At December 31, 1994 and 1993, approximately 91% 
and 90%, respectively, of the outstanding principal balance of the 
portfolio consisted of commercial loans with balloon maturity 
features.  (See "Liquidity and Capital Resources" on page 59.)


<PAGE> 49

General Account Investments (Continued)

At December 31, 1994 and 1993, the company's mortgage loan 
balances, net of specific impairment reserves, by property type 
and geographic region were as follows:

<TABLE>
<CAPTION>

December 31, 1994
                                                 Hotel/               Mixed
(Millions)         Office    Retail    Apartment Motel     Industrial Use       Other    Total    
__________________________________________________________________________________________________
<S>                <C>       <C>       <C>       <C>       <C>        <C>       <C>      <C>

South Atlantic     $   827.4 $   545.8 $   264.7 $   672.4 $   236.1  $  203.9  $   41.4 $ 2,791.7
Middle Atlantic      1,140.4     519.7     218.0     124.0      69.9     118.7       9.4   2,200.1
New England            758.2     282.7      64.2     120.9      44.6     209.9      32.7   1,513.2
South Central          346.2     286.4     166.5      65.6      50.1         -      28.2     943.0
North Central          617.2     276.1     132.3     168.3      29.8      47.6      46.3   1,317.6
Pacific and
  Mountain           1,170.9     565.1     250.3     143.0     443.1      76.6      84.2   2,733.2
Other                   95.8     149.1     131.3      21.0      59.8       3.4     234.4     694.8
__________________________________________________________________________________________________
   Total           $ 4,956.1 $ 2,624.9 $ 1,227.3 $ 1,315.2 $   933.4 $   660.1  $  476.6 $12,193.6
__________________________________________________________________________________________________
Less general portfolio loss reserve                                                          350.0
__________________________________________________________________________________________________
   Adjusted total, net of reserves                                                       $11,843.6
__________________________________________________________________________________________________



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
__________________________________________________________________________________________________

</TABLE>


The company has a comprehensive process for managing mortgage 
loans which includes an ongoing risk assessment to evaluate key 
attributes of the mortgage investment, specifically, debt service 
coverage, cash flow sustainability, property condition, loan to 
value, market/economic trends, deal structure, borrower strength 
and ability to refinance.  Action plans are established with the 
objective of reducing potential risk and maximizing the return on 
the investment.  In addition, a collateral valuation is performed 
on a regular basis for mortgage loans with a balance greater than 
$5 million (approximately 86% of the principal balance of the 
portfolio), to help determine whether adjustments to impairment 
reserves are warranted.


<PAGE> 50

General Account Investments (Continued)

Problem, restructured and potential problem loans were reduced by 
50% to $2.3 billion at December 31, 1994.  During the year, the 
company implemented a troubled debt restructuring program.  The 
primary objective of this program is to restructure eligible loans 
in a manner which creates a market rate transaction which will 
perform in accordance with its restructured terms.  The program is 
applied to those loans which have sound property and borrower 
fundamentals but suffer from excess debt.  An important feature of 
these loans is that in exchange for principal forgiveness on a 
portion of the loan, the company typically retains the right to 
participate in property appreciation to the extent market 
conditions improve in the future.

In those situations where the property fundamentals do not support 
a restructuring of the loan, the company generally acquires the 
collateral through foreclosure.  Loans with a principal balance of 
$764 million and collateral with a fair market value of $515 
million were foreclosed upon in 1994.  Additional loans with a 
principal balance of $422 million were in the process of 
foreclosure at year end.  In certain cases, the company has taken 
substantive possession of the property supporting its loan, 
coupled with the borrower surrendering its interest in the future 
economic benefits in the property.  Where this has occurred, the 
loans are considered in-substance foreclosures, written down to 
their fair market value less selling costs and classified as real 
estate held for sale.  At December 31, 1994, there were $193 
million of in-substance foreclosures (net of write-offs of $136 
million).

Included in the company's total mortgage loan balances at December 
31 were the following categories of mortgage loans:

<TABLE>
<CAPTION>
(Millions)                                                     December 31, 1994                        
________________________________________________________________________________________________________
                                                           Restructured      Potential
                                       Problem Loans       Loans             Problem Loans      Total
                                       _____________       ____________      _____________      _____
<S>                                    <C>                 <C>               <C>                <C>
Total                                  $  673.1            $  706.1          $  918.7           $2,297.9
                                       ________            ________          ________           ________
                                       ________            ________          ________           ________
Percentage of total:
  Supporting discontinued products         36.9%               39.1%             48.8%
  Supporting experience rated products     30.8                31.1              25.5
  Supporting remaining products            32.3                29.8              25.7
                                       ________            ________          ________
                                          100.0%              100.0%            100.0%
                                       ________            ________          ________
                                       ________            ________          ________
Impairment reserves                                                                             $  784.1
                                                                                                ________
                                                                                                ________
Impairment reserves as
 a percentage of total                                                                              34.1%
                                                                                                ________
                                                                                                ________



                                                               December 31, 1993                        
                                       _________________________________________________________________
                                                           Restructured      Potential
                                       Problem Loans       Loans             Problem Loans      Total
                                       _____________       ____________      _____________      _____
<S>                                    <C>                 <C>               <C>                <C>
Total                                  $1,116.0            $1,858.8          $1,575.6           $4,550.4
                                       ________            ________          ________           ________
                                       ________            ________          ________           ________
Percentage of total:
  Supporting discontinued products         36.8%               51.5%             33.2%
  Supporting experience rated products     34.7                25.9              38.2
  Supporting remaining products            28.5                22.6              28.6
                                       ________            ________          ________
                                          100.0%              100.0%            100.0%
                                       ________            ________          ________
                                       ________            ________          ________
Impairment reserves                                                                             $1,308.3
                                                                                                ________
                                                                                                ________
Impairment reserves as
 a percentage of total                                                                              28.8%
                                                                                                ________
                                                                                                ________

</TABLE>


<PAGE> 51

General Account Investments (Continued)

"Problem loans" are defined to be loans with payments over 60 days 
past due, loans on properties in the process of foreclosure, loans 
on properties involved in bankruptcy proceedings and loans on 
properties subject to redemption.  Loans on properties in the 
process of foreclosure increased to $422 million at December 31, 
1994 from $399 million at December 31, 1993.

<TABLE>
<CAPTION>

Problem, Potential Problem and            Geographic Distribution of Problem,
Restructured Mortgage Loans by            Potential Problem and Restructured
Property Type                             Mortgage Loans
12/31/94                                  12/31/94                           
__________________________________        ___________________________________

<S>                <C>                    <C>                   <C>
Office             56.4%                  Pacific and Mountain  23.7%
Retail             13.7%                  New England           19.7%
Hotel/Motel         8.0%                  North Central         18.5%
Mixed Use           6.9%                  South Atlantic        16.7%
Industrial          5.8%                  Middle Atlantic       13.0%
Apartment           5.7%                  South Central          6.2%
Other               3.5%                  Non-U.S.               2.2%

</TABLE>


"Restructured loans" are loans whose original contract terms have 
been modified to grant concessions to the borrower and are 
currently performing pursuant to such modified terms.  
Restructured mortgage loans at December 31, 1994 and 1993 yielded 
cash returns of approximately 6%.

Restructured loans that have a market rate of interest at the time 
of the restructure (which represents the interest rate the company 
would charge for a new loan with comparable risk) and demonstrate 
sustainable performance (as generally evidenced by six months of 
pre- or post-restructuring payment performance in accordance with 
the restructured terms) may be returned to performing status.  
Candidates for such treatment are re-underwritten and must meet 
specific guidelines which are intended to provide reasonable 
assurance that the loan will perform in accordance with its 
contract terms.  These guidelines require (i) adequate debt 
service coverage throughout the term of the loan, (ii) appropriate 
loan-to-value ratios based upon collateral value at the time of 
restructuring and projected at maturity of the loan, and (iii) 
reasonable protection against capital expenditure risk associated 
with lease rollovers.  In addition, such restructured loans are 
designed to enhance the company's security position in the 
collateral, maximize borrower commitment to the property, and in 
many cases, ensure the company's participation in any appreciation 
of the property as market conditions improve.

Prior to restructuring, such loans are generally classified and 
accounted for as problem loans.  However, in certain cases, loans 
may be classified as potential problem and restructured loans if 
they are performing pursuant to their existing loan terms at the 
time.  Upon closing of the restructure, any uncollectible portion 
of the loan is written off against the impairment reserve and the 
remaining recorded investment in the loan is classified as 
restructured until it is returned to performing status.


<PAGE> 52

General Account Investments (Continued)

During 1994, loans which had been restructured, with a carrying 
value of $474 million (net of write-offs of $216 million) and with 
an average current yield of 9% were classified as performing.  The 
amount of the write-off approximated the reserves related to these 
loans; therefore, there was no material effect on the Consolidated 
Statement of Income in 1994.  Of the aforementioned loans, $136 
million (net of write-offs of $58 million) supported experience 
rated pension contracts and $185 million (net of write-offs of $96 
million) supported discontinued products.  In addition, of the 
$474 million of restructured loans, approximately 91% had equity 
participation features.  No such restructures and transfers to 
performing status occurred prior to 1994.

"Potential problem loans" are currently performing loans which 
management believes are likely to become classified as problem or 
restructured loans in the next 12 months or so.  Such loans are 
identified through the portfolio review process on the basis of 
known information about the ability of borrowers to comply with 
present loan 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 management believes are likely to arise 
from such potential problem and restructured loans, excluding 
those potential problem and restructured loans supporting 
experience rated pension contracts, is included in the general 
reserve.

The company does not accrue interest on problem loans or 
restructured loans when management believes the collection of 
interest is unlikely.  The amount of pretax investment income 
required by the original terms of such problem and restructured 
loans outstanding at December 31 and the portion thereof actually 
recorded as income for the years ended December 31 were as 
follows:

<TABLE>
<CAPTION>
(Millions)                             1994       1993       1992   
____________________________________________________________________
<S>                                    <C>        <C>        <C>
Income which would have been
 recorded under original terms
 of loans                              $ 149.2    $ 299.1    $ 312.6

Income recorded                           72.6      149.9      168.1
                                       _______    _______    _______

Lost investment income                 $  76.6    $ 149.2    $ 144.5
                                       _______    _______    _______
                                       _______    _______    _______

Lost investment income allocated to
 investments supporting discontinued
 products (included above)             $  28.8    $  73.8    $  76.7
                                       _______    _______    _______
                                       _______    _______    _______

Lost investment income allocated to
 investments supporting experience
 rated pension contracts
 (included above)                      $  22.5    $  41.7    $  40.2
                                       _______    _______    _______
                                       _______    _______    _______

Lost investment income allocated to
 investments supporting remaining
 products (included above)             $  25.3    $  33.7    $  27.6
                                       _______    _______    _______
                                       _______    _______    _______

</TABLE>


<PAGE> 53

General Account Investments (Continued)

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)                                  1994                             1993               
________________________________________________________________________________________________
                                Specific   General               Specific   General
                                Reserves   Reserve    Total      Reserves   Reserve    Total    
                                ______________________________   _______________________________
<S>                             <C>        <C>        <C>        <C>        <C>        <C>
Allocable to discontinued
 products (1)                   $  144.7   $  227.4   $  372.1   $  406.0   $  241.2   $   647.2
Allocable to experience
 rated products                    156.1          *      156.1      268.5          *       268.5
Allocable to remaining products    133.3      122.6      255.9      233.8      158.8       392.6
                                ________________________________________________________________
   Total                        $  434.1   $  350.0   $  784.1   $  908.3   $  400.0   $ 1,308.3
                                ________________________________________________________________
                                ________________________________________________________________

<FN>
(1) Please see " Large Case Pensions" on pages 19 and 20 for a discussion of anticipated
    future capital losses on assets supporting discontinued products.

*   The general reserve at December 31, 1994 and 1993 excluded reserves of $208.5 million
    and $217.0 million, respectively, related to experience rated pension contracts.  Had
    such reserves been included, total reserves would have been $992.6 million and
    $1,525.3 million at December 31, 1994 and 1993, respectively.
</TABLE>


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

<TABLE>
<CAPTION>
(Millions)                             1994        1993        1992  
_____________________________________________________________________
<S>                                    <C>         <C>         <C>
Allocable to discontinued products     $ 68.8 (1)  $152.6      $142.6
Allocable to experience
 rated products (2)                      59.8       114.7        76.0
Allocable to remaining products          67.2       145.4        98.9

<FN>
(1) Impairment expense allocable to discontinued products for the year
    ended December 31, 1994 was charged against the reserve for future
    losses and did not affect the company's results of operations.

(2) Impairment expense allocable to experience rated products does not
    affect the company's results of operations.
</TABLE>


The decrease in mortgage impairment expense in 1994 is largely 
attributable to improvement in certain segments of the commercial 
real estate markets, and the reduction in potential problem loans.  
(Please see "Outlook" on page 57.)


<PAGE> 54

General Account Investments (Continued)

Real Estate 

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

<TABLE>
<CAPTION>
(Millions)                                                   December 31, 1994                  
________________________________________________________________________________________________
                                       Investment               Properties          Total Equity
                                       Real Estate              Held for Sale       Real Estate 
                                       ___________              _____________       ____________
<S>                                    <C>                      <C>                 <C>
Total                                  $  382.3                 $1,163.4 (1)        $1,545.7
                                       ________                 ________            ________
                                       ________                 ________            ________
Percentage of total:
  Supporting discontinued products         23.8%                    54.9%
  Supporting experience rated products      8.3                     21.6
  Supporting remaining products            67.9                     23.5
                                       ________                 ________
                                          100.0%                   100.0%
                                       ________                 ________
                                       ________                 ________



                                                             December 31, 1993                  
                                       _________________________________________________________
                                       Investment               Properties          Total Equity
                                       Real Estate              Held for Sale       Real Estate 
                                       ___________              _____________       ____________
<S>                                    <C>                      <C>                 <C>
Total                                  $  434.9                 $  880.9            $1,315.8
                                       ________                 ________            ________
                                       ________                 ________            ________
Percentage of total:
  Supporting discontinued products         22.6%                    49.5%
  Supporting experience rated products      8.4                     27.7
  Supporting remaining products            69.0                     22.8
                                       ________                 ________
                                          100.0%                   100.0%
                                       ________                 ________
                                       ________                 ________
<FN>
(1) Includes $193.4 million of in-substance foreclosures.  (Please see "Mortgage Loans"
    on page 50 for discussion of in-substance foreclosures.)
</TABLE>


<TABLE>
<CAPTION>
Equity Real Estate                        Geographic Distribution of
by Property Type                          Equity Real Estate
12/31/94                                  12/31/94                   
________________________                  ___________________________
<S>                <C>                    <C>                   <C>
Office             52.5%                  South Atlantic        29.8%
Retail             18.4%                  Pacific and Mountain  20.8%
Hotel/Motel         9.4%                  North Central         12.3%
Apartment           7.1%                  South Central         10.3%
Industrial          4.6%                  New England           10.2%
Land                4.3%                  Non-U.S.               8.5%
Mixed Use           2.1%                  Middle Atlantic        8.1%
Other               1.6%
</TABLE>


All real estate acquired through foreclosure, including in-
substance foreclosures, is classified as held for sale.  These 
properties were carried at 60% and 52% of the company's cash 
investment (unpaid mortgage balance plus capital additions) at 
December 31, 1994 and 1993, respectively.


<PAGE> 55

General Account Investments (Continued)

Although all foreclosed real estate is classified as held for sale 
and carried at the lower of cost or currently estimated fair value 
less estimated selling costs, the company is managing its 
foreclosed real estate with the objective of maximizing the total 
return on the properties.  To achieve this objective, management 
intends to hold certain foreclosed real estate having an aggregate 
value of approximately $500 million at December 31, 1994 for up to 
four years.  Management believes these properties present 
opportunities to generate total returns, both in current cash flow 
and expected increases in value, over their anticipated holding 
period that are attractive compared to the expected total returns 
from alternative investments possessing similar risk 
characteristics.

Investment real estate, which is generally carried at depreciated 
cost, is written down to fair value 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 acquisition, properties 
classified as held for sale are carried at the lower of cost or 
fair value less estimated selling costs.  Adjustments to the 
carrying value of properties held for sale resulting from changes 
in fair value, are recorded in a valuation reserve.  Property 
valuations are reviewed regularly by investment management. 
Capital additions and asset improvements increase the cost basis 
of the asset while depreciation reduces the cost basis.

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)                             1994          1993    
_____________________________________________________________

<S>                                    <C>           <C>
Allocable to discontinued products     $  376.0      $  298.3
Allocable to experience rated products    179.6         228.3
Allocable to remaining products           206.6         242.9
                                       ________      ________
   Total                               $  762.2      $  769.5
                                       ________      ________
                                       ________      ________

</TABLE>


<PAGE> 56

General Account Investments (Continued)

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)                             1994        1993        1992  
_____________________________________________________________________

<S>                                    <C>         <C>         <C>
Allocable to discontinued products     $ 12.8 (1)  $ 55.1      $ 22.8
Allocable to experience
 rated products (2)                       2.9        51.5        15.4
Allocable to remaining products           (.8)       64.5        15.9

<FN>

(1) Write-downs and impairment expense allocable to discontinued products
    for the year ended December 31, 1994 was charged against the reserve
    for future losses and did not affect the company's results of operations.

(2) Write-downs and impairment expense allocable to experience rated
    products do not affect the company's results of operations.

</TABLE>


Use of Derivatives and Other Investments

The company's hedging activity has been limited and has 
principally consisted of using futures, forward contracts and 
interest rate swaps to hedge interest rate risk and currency risk.  
These instruments subject the company to varying degrees of market 
and credit risk.  Market risk is the risk that future changes in 
market prices may decrease the market value of one or all of these 
financial instruments.  Credit risk arises from the potential 
inability of counterparties to perform under the terms of the 
contracts.  Management does not believe that the current level of 
hedging activity will have a material effect on the company's 
liquidity or results of operations.  (Please see Note 18 of Notes 
to Financial Statements for a discussion of the company's hedging 
activities.)


<PAGE> 57

General Account Investments (Continued)

The company also had investments in certain debt instruments with 
derivative characteristics, including those where market value is 
at least partially determined by, among other things, levels of or 
changes in domestic and/or foreign interest rates (short term or 
long term), exchange rates, prepayment rates, equity markets or 
credit ratings/spreads.  The amortized cost and fair value of 
these securities, included in the $37.1 billion debt securities 
portfolio, as of December 31, 1994 was as follows:

<TABLE>
<CAPTION>
                                                     Amortized      Fair
(Millions)                                           Cost           Value    
_____________________________________________________________________________
<S>                                                  <C>            <C>
Collateralized mortgage obligations:............     $ 3,562.7      $ 3,369.5
  Interest-only strips (included above).........          21.1           38.7
  Principal-only strips (included above)........          56.0           61.3
Treasury and agency strips:
  Principal.....................................       1,144.0          977.6
  Interest......................................         104.2           90.2
Structured notes (1)............................          45.0           36.6
Warrants to purchase debt securities (2)........           9.4            3.9
Mandatorily convertible preferred stock.........          12.1           11.6
<FN>
(1) Includes instruments whose fair value is based on (and potentially magnified,
    positively or negatively, by) changes in LIBOR or the U.S. Dollar/Japanese Yen
    exchange rates.

(2) Represents the right to purchase specific debt securities and is accounted
    for as a hedge.  Upon exercise, the cost of the warrants will be added to the
    basis of the debt securities purchased and amortized over their lives.
</TABLE>


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 
59.)  The company has reduced the mortgage loan and equity real 
estate portfolios, after reserves and write-downs, by $10.8 
billion since the end of 1990, bringing mortgage loans and real 
estate as a percentage of general account invested assets from 40% 
in 1990 to 25% at December 31, 1994.  It is management's objective 
over the next several years, real estate and capital market 
conditions permitting, to continue to reduce the size and the risk 
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 pursue plans to reduce risk, 
maximize returns and reduce portfolio levels by pursuing payoffs 
at maturity, loan restructurings and sales of foreclosed real 
estate.

Management is seeing improvement in certain segments of the 
commercial real estate market.  While additional losses may emerge 
in the company's mortgage loan and real estate portfolios, and may 
increase to the extent recovery in this market is delayed, 
management believes that the improvement in this market will 
favorably impact real estate values.

The reserve for discontinued products reflects all anticipated 
future losses on discontinued products, including capital losses 
relating to the $5.0 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 be greater 
than anticipated and thus materially impact such results.  (Please 
see "Discontinued Products" on page 19.)

<PAGE> 58

Liquidity and Capital Resources

<TABLE>
<CAPTION>

(Millions)                     1994         1993         1992      
___________________________________________________________________
<S>                            <C>          <C>          <C>

Consolidated Assets            $ 94,172.5   $100,036.7   $ 94,519.6
___________________________________________________________________
                               ____________________________________

Shareholders' Equity           $  5,503.0   $  7,043.1   $  7,238.3
___________________________________________________________________
                               ____________________________________

Cash and Cash Equivalents
and Short-Term Investments     $  3,404.0   $  2,227.7   $  3,925.8
___________________________________________________________________
                               ____________________________________

Minority Interest in Preferred
Securities of Subsidiary       $    275.0   $        -   $        -
___________________________________________________________________
                               ____________________________________

Long-Term Debt                 $  1,114.7   $  1,160.0   $    955.6
___________________________________________________________________
                               ____________________________________

Average Short-Term Debt        $    219.8   $    215.6   $    273.1
___________________________________________________________________
                               ____________________________________

Interest Expense               $     98.6   $     77.4   $     87.1
___________________________________________________________________
                               ____________________________________
</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 see "Large Case Pensions" on pages 15 through 18 for a 
discussion of the liquidity requirements specific to the large 
case pension business.  The following discussion addresses the 
sources of liquidity available to meet the 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.

As the company's investment strategy focuses on matching asset and 
liability durations, and not specific cash flows, and 
additionally, since these duration assessments are dependent on 
numerous cash flow assumptions, asset sales may be required, from 
time to time, to satisfy liability obligations and/or rebalance 
asset portfolios.  The investment portfolios are closely monitored 
to assess asset and liability matching in order to rebalance the 
portfolios as conditions warrant.


<PAGE> 59

Liquidity and Capital Resources (Continued)

The company's invested assets at December 31, 1994 totaled $54.3 
billion and consisted primarily of debt securities ($37.1 
billion), mortgage loan and real estate investments ($13.4 
billion), short-term investments ($.5 billion) and equity 
securities ($1.7 billion).  (Please see "General Account 
Investments" on page 43.)  The company also held substantial cash 
and cash equivalents at December 31, 1994.  (Please see "Factors 
Affecting Cash Flow" on page 61.)

Given the high quality of the debt securities portfolio, 
management expects the vast majority of the company's investments 
in debt securities to be repaid in accordance with contractual 
terms.  At December 31, 1994, the scheduled principal repayments 
of investments in debt securities company-wide (excluding 
mortgage-backed securities of $6.7 billion) are $1.8 billion in 
1995, $12.2 billion in the years 1996 through 2000, and $16.4 
billion in the aggregate in the years after 2000.  Mortgage-backed 
securities included in the debt securities portfolio are generally 
collateralized by residential mortgage loans on which the timely 
payment of principal and interest is backed by specified  
government agencies.  (Please see "Debt Securities" on page 45.)  
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.

Substantially all of the commercial mortgage loan portfolio 
consists of loans with balloon maturity features.  (Please see 
"Mortgage Loans" on page 48.)  As a result of adverse conditions 
in real estate markets and tight lending practices by banks and 
other financial institutions over the past several years, the 
company has extended the maturity of, and adjusted interest rates 
to current market on, certain maturing mortgage loans where the 
borrower was unable to obtain financing elsewhere.  Of the $2.0 
billion of mortgage loans scheduled to mature during 1994, $1.2 
billion was not paid as scheduled, a substantial portion of which 
supported large case pension liabilities.  Of the loans not paid 
as scheduled, $386 million were extended at interest rates at 
least equal to current market (average rate of 9% over an average 
extension period of 5 years), $773 million were under forbearance 
(continuing to make payments under original loan terms) or under 
discussion with borrowers at December 31, 1994 and $37 million 
were foreclosed upon.  Of the $773 million of loans under 
forbearance or under discussion with borrowers, $164 million were 
classified as problem or restructured loans at December 31, 1994.  
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.

Despite various indications that liquidity is returning to certain 
real estate markets, the company expects it will continue to 
extend or refinance certain maturing loans in the portfolio.  
However, the aggregate of normal principal amortization payments 
on traditional loans, payments at maturity on loans that paid off 
on schedule and prepayments (in whole or in part) on other loans, 
produced substantial cash flow in 1994.  Prepayments on mortgage 
loans were $1.1 billion in 1994.


<PAGE> 60

Liquidity and Capital Resources (Continued)

At December 31, 1994, scheduled mortgage loan principal repayments 
were as follows (in millions):

<TABLE>
<CAPTION>
<S>         <C>                 <C>
                  1995          $1,765.1
                  1996           1,555.5
                  1997           1,507.7
                  1998             994.7
                  1999           1,607.3
            Thereafter           5,197.4
</TABLE>


Consolidated Cash Flows

<TABLE>
<CAPTION>

(Millions)                           1994         1993          1992       
___________________________________________________________________________
<S>                                  <C>          <C>           <C>

Net cash provided by (used for)
   operating activities              $    254.1   $ (1,187.2)   $    (578.1)
___________________________________________________________________________
                                     ______________________________________

Net cash provided by
   investing activities              $  2,758.7   $    796.7    $   2,203.0
___________________________________________________________________________
                                     ______________________________________

Net cash used for
   financing activities              $ (1,613.0)  $   (455.2)   $  (2,110.5)
___________________________________________________________________________
                                     ______________________________________

Cash and cash equivalents            $  2,953.6   $  1,557.8    $   2,415.0
___________________________________________________________________________
                                     ______________________________________

</TABLE>


The company's cash flow requirements for 1994 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 1994 net cash of 
$254 million was provided by operating activities.  Net cash of 
$1,187 million used for operating activities during 1993 included 
$2,089 million used for net purchases of debt trading securities.

Net cash provided by investing activities was $2,759 million in 
1994 and included  $2,710 million from net sales, as well as 
maturities and repayments of, mortgage loans and real estate.  Net 
cash provided by investing activities of $797 million in 1993 
included a decrease of $674 million 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 American 
Re-Insurance Company ("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 1994, 1993 and 
1992 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.  (Please see "Debt and Short-Term Borrowing" on page 
62.)


<PAGE> 61

Liquidity and Capital Resources (Continued)

Factors Affecting Cash Flow

Cash flow may be influenced by general economic conditions, 
including general interest rate levels, investment returns, 
competition for business, and the perceived financial strength of 
the company.  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, lower debt and 
commercial paper ratings may adversely affect the availability and 
cost of certain external funding sources.

During 1994, ratings of Aetna Life and Casualty Company and 
certain of its subsidiaries were lowered by certain of the rating 
agencies.  Aetna's ratings at February 8, 1994 and at February 7, 
1995 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 8, 1994              *         AA-                  A1              AA-
    February 7, 1995              *         A+ ***               A2              A+ ***

Aetna Life and Casualty Company
  (commercial paper)
    February 8, 1994              *         Duff 1+              P-1             A-1+
    February 7, 1995              *         Duff 1               P-1             A-1 ***

Aetna Life Insurance Company
  (claims paying)
    February 8, 1994              A         AA                   Aa3             A+
    February 7, 1995              A         AA ****              Aa3             A+ ***

The Aetna Casualty and Surety Company
  (claims paying)
    February 8, 1994              A         AA                   Aa2             AA-
    February 7, 1995              A-        AA- ***              A1              A+ ***

Aetna Casualty and Surety Company of America
  (claims paying)
    February 8, 1994              **        **                   **              **
    February 7, 1995              A         **                   **              **

Aetna Life Insurance and Annuity Company
  (claims paying)
    February 8, 1994              A++       AAA                  Aa2             AAA
    February 7, 1995              A++       AA+ ***              Aa2             AA ***

<FN>

*    Not rated by the agency.
**   Not rated on a separate company basis.
***  Placed on credit watch or rating watch-down subsequent to February 7, 1995.
**** On rating watch-down.

</TABLE>


<PAGE> 62

Liquidity and Capital Resources (Continued)

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 or meet capital needs of the company's businesses 
with cash and/or other assets.  Such parent company cash flow 
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 the parent 
company's capital and liquidity needs including, but not limited 
to, debt issuance, preferred stock issuance, intercompany 
borrowings and pledging or selling of assets.  Efforts to 
simultaneously grow certain of the company's businesses to their 
full potential and meet capital requirements of other businesses 
may require significant future capital.

The company has significant short-term liquidity supporting its 
businesses.  At year-end 1994, cash and cash equivalents were $3.0 
billion and short-term securities were $.5 billion.  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 or other assets, 
borrowing among affiliates and using external borrowing or other 
capital-raising capacity.

The company has substantial external borrowing capacity. In July 
1994, the company entered into two committed bank lines of $500 
million each with a group of worldwide banks.  One $500 million 
facility terminates in July 1995 and the other $500 million 
facility terminates in July 1999.  The company intends to obtain 
an extension of the facility that terminates in July 1995.  The 
facilities replaced the company's $800 million revolving credit 
facility which expired in July 1994.  (Please see Note 9 of Notes 
to Financial Statements.)

Minority Interest in Preferred Securities of Subsidiary

On November 22, 1994, Aetna Capital L.L.C. ("ACLLC"), a subsidiary 
of the company, issued $275 million (11,000,000 shares) of 9 1/2% 
cumulative monthly income preferred securities. ACLLC loaned the 
proceeds from the preferred stock issuance to the company.  The 
company used the proceeds of the loan for general corporate 
purposes.  (Please see Note 11 of Notes to Financial Statements.)

Debt and Short-Term Borrowing

Long-term debt at December 31, 1994 was $1.1 billion, of which $63 
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.


<PAGE> 63

Liquidity and Capital Resources (Continued)

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, the company may offer and 
sell up to an additional $550 million of various types of 
securities, and ACLLC may offer and sell up to an additional $225 
million of preferred securities.

Short-term borrowing through 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

In 1994, 1993 and 1992, the company did not acquire any shares of 
its common stock.

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 million on the sale, as well as $37 
million of tax benefits from cumulative operating losses of the 
subsidiary not previously tax benefited.

On September 30, 1992, the company completed the sale of Am Re, 
formerly a wholly owned subsidiary.  The company realized a gain 
on the sale in 1992 of $38 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) Preferred Stock, which were redeemed in the first quarter 
of 1993 resulting in an after-tax gain of $27 million.

Dividend Restrictions

Because Aetna Life and Casualty Company is a Connecticut insurance 
company, the amount of dividends that it may pay to shareholders 
in 1995 without prior approval by the Insurance Commissioner of 
the State of Connecticut is $399 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 1995 to approximately $608 
million in the aggregate.


<PAGE> 64

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.  The National Association of 
Insurance Commissioners ("NAIC") has adopted risk-based capital 
("RBC") standards for both life and property-casualty insurers.  
The RBC formula is a regulatory tool designed to identify weakly 
capitalized companies by comparing the adjusted surplus to the 
required surplus, which reflects the risk profile of the company 
(RBC ratio).  Within certain ratio ranges, regulators have 
increasing authority to take action as the RBC ratio decreases.  
There are four levels of regulatory action ranging from requiring 
insurers to submit a comprehensive plan (an RBC plan) to the state 
insurance commissioner to when the state insurance commissioner 
places the insurer under regulatory control.  The RBC ratio for 
each of the company's primary insurance subsidiaries as measured 
at December 31, 1994 was significantly above the levels which 
would require regulatory action. Rating agencies also use their 
own risk-based capital standards as part of determining a 
company's rating.

Among other things, risk-based capital standards can have the 
effect that as a company's liabilities increase, additional 
capital (determined by a formula) may be required if a company 
wants to maintain risk-based capital at its previous level for 
regulatory and rating agency purposes.  As a result, significant 
future increases in liabilities (including reserves) of the 
company or its insurance subsidiaries may require significant 
future capital additions.

The NAIC also is considering several other solvency related 
regulations including risk-based capital standards for HMOs and 
the development of a model investment law and amendments to the 
model insurance holding company law which would limit types and 
amounts 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.


<PAGE> 65

Regulatory Environment (Continued)

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, in a case involving an employee benefit plan and 
an insurance company, the United States Supreme 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 to the plan were "plan assets" for purposes of 
ERISA and that the insurance company was 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 suggested that insurance company general account 
assets were not plan 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

The Financial Accounting Standards Board (FASB)issued FAS No. 114, 
Accounting by Creditors for Impairment of a Loan, in 1993.  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.  In October 1994, the FASB issued 
FAS No. 118, Accounting by Creditors for Impairment of a Loan -
Income Recognition and Disclosures, which amends FAS No. 114 to 
allow a creditor to use existing methods for recognizing income on 
impaired loans.  The company will adopt these standards effective 
January 1, 1995 and there is not expected to be a material impact 
on net income.





<PAGE> 66

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 LLP 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 LLP appears on page 113.

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 LLP to 
oversee and monitor 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> 67

Consolidated Statements of Income

For the years ended December 31,

<TABLE>
<CAPTION>

(Millions, except per share data)                 1994              1993              1992      
________________________________________________________________________________________________
<S>                                               <C>               <C>               <C>
Revenue:

Premiums                                          $ 11,292.1        $ 10,574.9        $ 10,793.9
Net investment income                                4,463.5           4,919.0           5,069.0
Fees and other income                                1,823.9           1,620.0           1,620.6
Net realized capital gains (losses)                    (54.8)             89.8             114.9
                                                  ______________________________________________

Total revenue                                       17,524.7          17,203.7          17,598.4
________________________________________________________________________________________________

Benefits and Expenses:

Current and future benefits                         12,397.1          12,391.9          12,848.9
Operating expenses                                   3,719.3           3,644.8           3,925.7
Amortization of deferred policy
 acquisition costs                                     750.0             736.4             800.2
Loss on discontinuance of products                         -           1,270.0                 -
Severance and facilities charge                            -             308.0             145.0
                                                  ______________________________________________

Total benefits and expenses                         16,866.4          18,351.1          17,719.8
________________________________________________________________________________________________

Income (Loss) from continuing operations
 before income taxes, extraordinary item
 and cumulative effect adjustments                     658.3          (1,147.4)           (121.4)

Income taxes (benefits)                                190.8            (532.1)           (116.1)
                                                  ______________________________________________

Income (Loss) from continuing operations
 before extraordinary item and
 cumulative effect adjustments                         467.5            (615.3)             (5.3)
Discontinued operations, net of tax:
  Income from operations                                   -                 -              86.8
  Gain on sale                                             -              27.0              38.1
  Cumulative effect adjustments                            -                 -              48.9
                                                  ______________________________________________

Income (Loss) before extraordinary item
 and cumulative effect adjustments                     467.5            (588.3)            168.5
Extraordinary loss on debenture redemption,
 net of tax                                                -              (4.7)                -
Cumulative effect adjustments, net of tax                  -             227.1            (112.5)
                                                  ______________________________________________

Net income (loss)                                 $    467.5         $  (365.9)       $     56.0
                                                  ______________________________________________
                                                  ______________________________________________

Pro forma amounts assuming the discounting
 of workers' compensation life table
 indemnity reserves is applied retroactively:
  Income (Loss) from continuing operations        $    467.5         $  (615.3)       $     (3.4)
                                                  ______________________________________________
                                                  ______________________________________________
  Net income (loss)                               $    467.5         $  (615.9)       $     57.9
                                                  ______________________________________________
                                                  ______________________________________________

Pro forma amounts assuming the accounting for
 retrospectively rated reinsurance contracts 
 is applied retroactively:
  Income (Loss) from continuing operations        $    467.5         $  (615.3)       $    (26.7)
                                                  ______________________________________________
                                                  ______________________________________________
  Net income (loss)                               $    467.5         $  (392.2)       $     34.6
________________________________________________________________________________________________
                                                  ______________________________________________

<FN>

See Notes to Financial Statements.

</TABLE>

<PAGE> 68

Consolidated Statements of Income (Continued)

For the years ended December 31,

<TABLE>
<CAPTION>

(Millions, except per share data)                 1994            1993            1992       
_____________________________________________________________________________________________
<S>                                               <C>             <C>             <C>

Results Per Common Share:

Income (Loss) from continuing operations
 before extraordinary item and
 cumulative effect adjustments                    $       4.14    $     (5.54)    $      (.05)
Discontinued operations, net of tax:
  Income from operations                                     -              -             .79
  Gain on sale                                               -            .24             .35
  Cumulative effect adjustments                              -              -             .44
                                                  ___________________________________________

Income (Loss) before extraordinary item
 and cumulative effect adjustments                        4.14          (5.30)           1.53
Extraordinary loss on debenture redemption,
 net of tax                                                  -           (.04)              -
Cumulative effect adjustments, net of tax                    -           2.05           (1.02)
                                                  ___________________________________________

Net income (loss)                                 $       4.14    $     (3.29)    $       .51
                                                  ___________________________________________
                                                  ___________________________________________

Pro forma amounts assuming the discounting
 of workers' compensation life table 
 indemnity reserves is applied retroactively:
  Income (Loss) from continuing operations        $       4.14    $     (5.54)    $      (.03)
                                                  ___________________________________________
                                                  ___________________________________________
  Net income (loss)                               $       4.14    $     (5.55)    $       .53
                                                  ___________________________________________
                                                  ___________________________________________

Pro forma amounts assuming the accounting
 for retrospectively rated reinsurance
 contracts is applied retroactively:
  Income (Loss) from continuing operations        $       4.14    $     (5.54)    $      (.25)
                                                  ___________________________________________
                                                  ___________________________________________
  Net income (loss)                               $       4.14    $     (3.53)    $       .31
_____________________________________________________________________________________________
                                                  ___________________________________________

Weighted average common shares outstanding         112,848,653    111,062,954     110,101,861
_____________________________________________________________________________________________

<FN>

See Notes to Financial Statements.

</TABLE>


<PAGE> 69

Consolidated Balance Sheets

As of December 31,

<TABLE>
<CAPTION>

(Millions, except share data)                         1994             1993       
__________________________________________________________________________________
<S>                                                   <C>              <C>
Assets:
Investments:
 Debt securities:
    Held for investment, at amortized cost
      (fair value $1,991.2 and $2,704.2)              $  2,000.8       $   2,557.8
    Available for sale, at fair value
      (amortized cost $36,984.2 and $36,933.6)          35,110.7          38,868.9
    Trading securities, at fair value
      (1993 amortized cost, $119.0)                            -             117.8
 Equity securities, at fair value (cost $1,326.9
  and $1,238.1)                                          1,655.6           1,658.9
 Short-term investments                                    450.4             669.9
 Mortgage loans                                         11,843.6          14,839.2
 Real estate                                             1,545.7           1,315.8
 Policy loans                                              533.8             490.7
 Other                                                   1,152.7             936.8
                                                      ____________________________
Total investments                                       54,293.3          61,455.8
__________________________________________________________________________________

 Cash and cash equivalents                               2,953.6           1,557.8
 Reinsurance recoverables and receivables                5,011.0           4,840.7
 Accrued investment income                                 777.2             782.6
 Premiums due and other receivables                      1,722.9           1,664.9
 Federal and foreign income taxes:
  Current                                                   18.3             124.0
  Deferred                                               1,266.7           1,282.9
 Deferred policy acquisition costs                       2,014.7           1,867.0
 Other assets                                            1,992.2           1,756.3
 Separate Accounts assets                               24,122.6          24,704.7
                                                      ____________________________
Total assets                                          $ 94,172.5       $ 100,036.7
__________________________________________________________________________________
__________________________________________________________________________________

Liabilities:
 Future policy benefits                               $ 17,979.2       $  17,597.6
 Unpaid claims and claim expenses                       17,478.3          17,112.2
 Unearned premiums                                       1,604.9           1,502.2
 Policyholders' funds left with the company             23,223.1          27,592.2
                                                      ____________________________
Total insurance liabilities                             60,285.5          63,804.2

 Dividends payable to shareholders                          77.7              77.4
 Short-term debt                                            23.9              35.7
 Long-term debt                                          1,114.7           1,160.0
 Other liabilities                                       2,718.6           3,162.1
 Participating policyholders'
  interests                                                170.5             172.5
 Separate Accounts liabilities                          24,003.6          24,581.7
                                                      ____________________________
Total liabilities                                       88,394.5          92,993.6
__________________________________________________________________________________

Minority interest in preferred securities
  of subsidiary                                            275.0                 -
__________________________________________________________________________________

Commitments and Contingent Liabilities
 (Notes 17, 18 and 19)

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
  112,657,758 and 112,200,567 outstanding)               1,419.2           1,422.0
 Net unrealized capital gains (losses)                  (1,071.5)            648.2
 Retained earnings                                       5,259.6           5,103.3
 Treasury stock, at cost (2,281,517 and
  2,738,708 shares)                                       (104.3)           (130.4)
                                                      ____________________________
Total shareholders' equity                               5,503.0           7,043.1
__________________________________________________________________________________

Total liabilities, minority interest and
  shareholders' equity                                $ 94,172.5       $ 100,036.7
__________________________________________________________________________________
__________________________________________________________________________________

Shareholders' equity per common share                 $    48.85       $     62.77
__________________________________________________________________________________
__________________________________________________________________________________
<FN>
See Notes to Financial Statements.
</TABLE>

<PAGE> 70

Consolidated Statements of Shareholders' Equity

<TABLE>
<CAPTION>

                                                                 Net
                                                                 Unrealized
Three Years Ended December 31, 1994                   Common     Capital        Retained     Treasury
(Millions, except share data)            Total        Stock      Gains (Losses) Earnings     Stock
______________________________________________________________________________________________________

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

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)
______________________________________________________________________________________________________

Net income                                   467.5                                  467.5
Net change in unrealized capital
 gains and losses                         (1,719.7)               (1,719.7)
Common stock issued for benefit plans
 (457,191 shares)                             26.1                                                26.1
Loss on issuance of treasury stock            (2.8)        (2.8)
Common stock dividends declared             (311.2)                                (311.2)            
                                         _____________________________________________________________

Balances at December 31, 1994            $ 5,503.0    $ 1,419.2  $(1,071.5)     $ 5,259.6    $  (104.3)
______________________________________________________________________________________________________
______________________________________________________________________________________________________

<FN>

See Notes to Financial Statements.

</TABLE>


<PAGE> 71

Consolidated Statements of Cash Flows

For the years ended December 31,

<TABLE>
<CAPTION>

(Millions)                                                 1994            1993            1992      
_____________________________________________________________________________________________________
<S>                                                        <C>             <C>             <C>
Cash Flows from Operating Activities:
 Net income (loss)                                         $    467.5      $   (365.9)     $     56.0
 Adjustments to reconcile net income (loss) to
  net cash provided by (used for)
  operating activities: 
   Cumulative effect adjustments                                    -          (227.1)          112.5
   Extraordinary loss on debenture
    redemption                                                      -             4.7               -
   Discontinued operations                                          -               -          (135.7)
   (Increase) decrease in accrued    
    investment income                                             (.6)          (17.9)           51.4
   (Increase) decrease in premiums due and other
    receivables                                                 (86.0)            1.3           765.4
   Increase in reinsurance recoverables
    and receivables                                            (155.2)         (225.8)       (4,619.3)
   Increase in deferred policy acquisition costs               (187.7)         (169.2)          (71.4)
   Depreciation and amortization                                190.1           199.4           205.6
   Increase (decrease) in federal and foreign income taxes      124.8          (387.7)         (128.0)
   Net decrease (increase) in other assets and
    other liabilities                                          (506.6)          860.7          (256.7)
   Increase in other insurance liabilities                      459.5         1,634.1         4,871.5
   Net sales (purchases) of debt trading securities              52.3        (2,089.1)       (1,222.6)
   Gain on sale of subsidiaries                                     -           (15.0)          (38.1)
   Net realized capital (gains) losses                           54.8          (101.8)         (114.9)
   Amortization of net investment discounts                     (91.4)         (153.1)         (150.1)
   Other, net                                                   (67.4)         (134.8)           96.3
                                                           __________________________________________
    Net cash provided by (used for) 
     operating activities                                       254.1        (1,187.2)         (578.1)
                                                           __________________________________________
Cash Flows from Investing Activities:
 Proceeds from sales of:
  Debt securities available for sale                         19,011.9               -               -
  Debt securities held for investment                             5.6               -               -
  Debt securities, prior to adoption of FAS No. 115                 -         6,300.9         3,862.1
  Equity securities                                             675.9           929.9           836.7
  Mortgage loans                                                195.2           211.9            82.6
  Real estate                                                   612.9           479.4           244.5
  Short-term investments                                     59,375.3        65,500.1        94,739.4
 Investment maturities and repayments of:
  Debt securities available for sale                          3,424.6               -               -
  Debt securities held for investment                           853.4               -               -
  Debt securities, prior to adoption of FAS No. 115                 -         5,804.6         6,089.9
  Mortgage loans                                              2,218.9         2,488.7         1,893.6
 Cost of investment purchases in:
  Debt securities available for sale                        (22,437.3)              -               -
  Debt securities held for investment                          (350.3)              -               -
  Debt securities, prior to adoption of FAS No. 115                 -       (13,936.0)       (9,637.3)
  Equity securities                                            (774.1)       (1,025.4)         (879.8)
  Mortgage loans                                               (257.6)         (239.1)         (417.3)
  Real estate                                                   (59.1)          (91.4)         (103.5)
  Short-term investments                                    (59,222.1)      (64,825.7)      (95,432.4)
 Proceeds from disposal of subsidiaries                             -            93.1         1,325.5
 Increase in property and equipment                            (135.3)         (148.4)         (198.9)
 Other, net                                                    (379.2)         (745.9)         (202.1)
                                                           __________________________________________
  Net cash provided by investing activities                   2,758.7           796.7         2,203.0
                                                           __________________________________________
Cash Flows from Financing Activities:
 Deposits and interest credited for
  investment contracts                                        3,063.7         3,909.5         4,134.6
 Withdrawals of investment contracts                         (4,609.1)       (4,358.3)       (5,903.9)
 Issuance of long-term debt                                      62.5           689.6             8.2
 Repayment of long-term debt                                   (104.1)         (489.8)          (73.2)
 Issuance of preferred securities by 
  subsidiary                                                    275.0             -                 -
 Stock issued under benefit plans                                23.3            90.8             8.2
 Net (decrease) increase in short-term debt                     (13.1)           11.7            19.7
 Dividends paid to shareholders                                (311.2)         (308.7)         (304.1)
                                                           __________________________________________
Net cash used for
 financing activities                                        (1,613.0)         (455.2)       (2,110.5)
_____________________________________________________________________________________________________
Effect of exchange rate changes on cash
 and cash equivalents                                            (4.0)          (11.5)          (18.9)
_____________________________________________________________________________________________________
Net increase (decrease) in cash
 and cash equivalents                                         1,395.8          (857.2)         (504.5)
Cash and cash equivalents, beginning of year                  1,557.8         2,415.0         2,919.5
                                                           __________________________________________
Cash and cash equivalents, end of year                     $  2,953.6      $  1,557.8      $  2,415.0
_____________________________________________________________________________________________________
_____________________________________________________________________________________________________

<FN>
See Notes to Financial Statements.

</TABLE>

<PAGE> 72

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 1993 and 
1992 financial information to conform to 1994 presentation.

Accounting Changes

Offsetting of Amounts Related to Certain Contracts

Under certain insurance contracts with deductible features, the 
company is obligated to pay the claimant for the full amount of a 
claim.  The company is subsequently reimbursed from the 
policyholder for the deductible.  Prior to 1994, unpaid claim 
reserves were reported net of such deductibles.  In 1994, the 
company implemented Financial Accounting Standards Board ("FASB") 
Interpretation No. 39, Offsetting of Amounts Related to Certain 
Contracts, which requires that unpaid claims under certain 
insurance contracts be reported on a gross basis.  Deductible 
amounts recoverable from policyholders of $352 million are 
included in other assets at December 31, 1994, as a result of 
implementing FASB Interpretation No. 39.  The Consolidated Balance 
Sheet as of December 31, 1993 has not been restated for this 
change.

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 in 1993 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 as of December 31, 1993.  
These amounts exclude gains and losses allocable to discontinued 
products and experienced rated contractholders.  Adoption of FAS 
No. 115 did not have a material effect 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. Adoption of the 
income recognition provisions of FAS No. 113 had no impact on the 
1993 net loss.


<PAGE> 73

Notes to Financial Statements (Continued)

1.  Summary of Significant Accounting Policies (Continued)

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.

Discounting of Workers' Compensation Life Table Indemnity Reserves

In 1993, the company elected to change its accounting policy for 
reporting reserves for current and expected workers' compensation 
life table indemnity claims to a discounted basis.  These reserves 
are discounted at 5% for voluntary business and 3.5% for 
involuntary business, with mortality assumptions that reflect 
current company and industry experience.  Management believes that 
this change better 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). 
Additionally, it is consistent with the practice of the company's 
principal competitors and is permitted by state regulatory 
authorities.  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 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.


<PAGE> 74

Notes to Financial Statements (Continued)

1.  Summary of Significant Accounting Policies (Continued)

Accounting for Retrospectively Rated Reinsurance Contracts

In 1993, the company changed its method of accounting for 
retrospectively rated reinsurance contracts to conform to the 
consensus reached by the Emerging Issues Task Force of the FASB.  
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 the year ended December 31, 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.

Accounting for Income Taxes

The company adopted FAS No. 109, Accounting for Income Taxes, 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, required 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.


<PAGE> 75

Notes to Financial Statements (Continued)

1.  Summary of Significant Accounting Policies (Continued)

Future Application of Accounting Standards

Accounting by Creditors for Impairment of a Loan

The FASB issued FAS No. 114, Accounting by Creditors for 
Impairment of a Loan, in 1993.  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.  In October 
1994, the FASB issued FAS No. 118, Accounting by Creditors for 
Impairment of a Loan - Income Recognition and Disclosures, which 
amends FAS No. 114 to allow a creditor to use existing methods for 
recognizing income on impaired loans. The company will adopt these 
standards effective January 1, 1995 and there is not expected to 
be a material impact on net income.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, money market 
instruments and other debt issues with a maturity of 90 days or 
less when purchased.

Investments

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

Debt securities which the company has the positive intent and 
ability to hold to maturity are classified as held for investment 
and are carried at amortized cost, net of write-downs for other 
than temporary declines in value.

Debt securities which might be sold prior to maturity are 
classified as available for sale and carried at fair value.  
Available for sale debt securities are written down (as realized 
losses) for other than temporary declines in value.  Unrealized 
gains and losses related to available for sale investments, after 
deducting amounts allocable to experience rated contractholders, 
discontinued products and related taxes, are reflected in 
shareholders' equity.


<PAGE> 76

Notes to Financial Statements (Continued)

1.  Summary of Significant Accounting Policies (Continued)

Investments (Continued)

Debt securities which are held with the objective of trading to 
generate profits on short-term differences in price ("trading 
securities") are carried at fair value. Subsequent to adoption of 
FAS No. 115, changes in fair value related to the trading 
portfolio, after deducting amounts allocable to experience rated 
contractholders and discontinued products, are reflected in net 
realized capital gains in the Consolidated Statements of Income.

Equity securities are classified as available for sale and carried 
at fair value.  Equity securities are written down (as realized 
losses) for other than temporary declines in value.  Unrealized 
gains and losses related to such securities, after deducting 
amounts allocable to experience rated contractholders and net of 
related taxes, are reflected in shareholders' equity.

Fair values for debt and equity securities are based on quoted 
market prices or dealer quotations.  Where quoted market prices or 
dealer quotations are not available, fair values are 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.

Mortgage loans and policy loans are carried at unpaid principal 
balances, net of valuation reserves, and are generally secured.  
Valuation reserves for mortgage loans are established based on the 
fair value of the collateral for impairments considered probable 
of having been incurred, including those that management believes 
are likely to arise from the overall portfolio.  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 write-downs 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 estimated selling costs.  
Adjustments to the carrying value of properties held for sale are 
recorded in a valuation reserve when the fair value less estimated 
selling costs is below depreciated cost.  The accumulated 
depreciation for real estate was $121.5 million and $166.9 million 
at December 31, 1994 and 1993, respectively.

Short-term investments, consisting primarily of money market 
instruments and other debt issues purchased with a maturity of 
91 days to one year, are considered available for sale and are 
carried at fair value, which approximates amortized cost.


<PAGE> 77

Notes to Financial Statements (Continued)

1.  Summary of Significant Accounting Policies (Continued)

Investments (Continued)

The company utilizes foreign exchange forward contracts, 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.  
(Please refer to Note 18.)  Realized and unrealized gains and 
losses from forward contracts hedging foreign translation 
exposures are reflected, net of tax, in shareholders' equity.  
Realized and unrealized gains and losses from forward contracts 
hedging foreign transaction exposures are reflected in the 
Consolidated Statements of Income.

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.

Deferred Policy Acquisition Costs

Certain costs of acquiring insurance business are 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 and pension 
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.


<PAGE> 78

Notes to Financial Statements (Continued)

1.  Summary of Significant Accounting Policies (Continued)

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, 1994 and 1993 was $668.1 million and $697.3 million, 
respectively, and was net of accumulated depreciation of $859.9 
million and $833.1 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 $148.8 million and $178.6 million at December 31, 1994 
and 1993, respectively.

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 generally 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 Liabilities

Liabilities for unpaid property-casualty claims and claim expenses 
include, to the extent reasonably estimable, provisions for 
payments to be made on reported losses, and losses incurred but 
not reported and for associated claim adjustment expenses. (Please 
refer to Note 17.)  Workers' compensation life table indemnity 
reserves are discounted at 5% for voluntary business and 3.5% for 
involuntary business, with mortality assumptions which reflect 
current company and industry experience.  Workers' compensation 
life table indemnity reserves totaled $768 million and $926 
million at December 31, 1994 and 1993, respectively, which were 
22% and 26% of the company's total workers' compensation reserves 
for unpaid claims and claim adjustment expenses at December 31, 
1994 and 1993, respectively.

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.


<PAGE> 79

Notes to Financial Statements (Continued)

1.  Summary of Significant Accounting Policies (Continued)

Insurance Liabilities (Continued)

Reserve interest rates range from 2.25% to 10.50%.  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 17.74%) 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.

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 in the Consolidated Statements of 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 over the term of the coverage.  Some group contracts allow 
for premiums to be adjusted to reflect emerging experience.  Such 
premiums are recognized as the related experience emerges.  Fees 
for contracts providing claim processing service only are recorded 
over the period the service is provided and are reflected 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 and non-life net operating losses.


<PAGE> 80

Notes to Financial Statements (Continued)

1.  Summary of Significant Accounting Policies (Continued)

Earnings Per Share

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

2. Discontinued Products

As of December 31, 1993, the company discontinued its fully 
guaranteed large case pension products, which include guaranteed 
investment contracts ("GICs") and single-premium annuities 
("SPAs").  As a result, the company recognized an after-tax loss on 
discontinuance of products of $825 million which is reflected in 
the 1993 Consolidated Statement of Income and a related reserve of 
$1,270 million at December 31, 1993.  Losses on discontinued 
products for the year ended December 31, 1994 were charged to the 
reserve and did not affect the company's results of operations.

Results of discontinued products included in the Consolidated 
Statement of Income for the year ended December 31, 1994, were as 
follows:

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

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

Premiums                                $      -       $   57.3       $   57.3   $      -          $    57.3
Net investment income                      633.1          433.0        1,066.1          -            1,066.1
Net realized capital losses               (150.2)         (58.8)        (209.0)     209.0                  -
Interest earned on receivable from
 continuing business                        19.4           28.1           47.5          -               47.5
Other income                                14.9           16.2           31.1          -               31.1
                                        ____________________________________________________________________
  Total revenue                            517.2          475.8          993.0      209.0            1,202.0
                                        ____________________________________________________________________

Current and future benefits                765.5          491.4        1,256.9      (64.0)           1,192.9
Operating expenses                           6.1            3.0            9.1          -                9.1
                                        ____________________________________________________________________
  Total benefits and expenses              771.6          494.4        1,266.0      (64.0)           1,202.0
                                        ____________________________________________________________________

Results of discontinued products        $ (254.4)      $  (18.6)      $ (273.0)  $  273.0          $       -
____________________________________________________________________________________________________________
____________________________________________________________________________________________________________

<FN>

* Amounts are reflected in the 1994 Consolidated Statement of Income, except for interest of
 $47.5 million earned on the receivable from continuing business which is eliminated in consolidation.

</TABLE>


Deposits of $212.3 million were received during 1994 under pre-
existing GIC contracts.  In accordance with FAS No. 97, such 
deposits are not included in premiums or revenue.


<PAGE> 81

Notes to Financial Statements (Continued)

2.  Discontinued Products (Continued)

Assets and liabilities of discontinued products included in the 
Consolidated Balance Sheet at December 31, 1994 and 1993 were as 
follows:

<TABLE>
<CAPTION>
                                     December 31, 1994                        December 31, 1993          
                             ____________________________________________________________________________
                             Guaranteed    Single-                   Guaranteed   Single-
                             Investment    Premium                   Investment   Premium
(Millions)                   Contracts     Annuities     Total       Contracts    Annuities    Total     
_________________________________________________________________________________________________________

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

Debt securities
 available for sale          $ 2,978.5     $ 3,176.5     $ 6,155.0   $ 4,690.9    $ 3,578.1    $ 8,269.0
Mortgage loans                 2,749.6       1,545.3       4,294.9     3,468.2      1,950.9      5,419.1
Real estate                      555.0         175.0         730.0       534.5            -        534.5
Short-term and other
 investments                     587.4         138.0         725.4       399.7         72.8        472.5
                             ___________________________________________________________________________
  Total investments            6,870.5       5,034.8      11,905.3     9,093.3      5,601.8     14,695.1
Current and deferred
 income taxes                    218.8         115.4         334.2       309.2        184.6        493.8
Receivable from continuing
 business                        409.4         463.1         872.5       390.0        435.0        825.0
Other                             90.7          92.9         183.6         7.6          1.3          8.9
                             ___________________________________________________________________________
   Total Assets              $ 7,589.4     $ 5,706.2     $13,295.6   $ 9,800.1    $ 6,222.7    $16,022.8
_________________________________________________________________________________________________________
_________________________________________________________________________________________________________

Future policy benefits       $       -     $ 5,032.6     $ 5,032.6   $       -    $ 5,079.1    $ 5,079.1
Policyholders' funds left
 with the company              7,224.4             -       7,224.4     8,976.6            -      8,976.6
Reserve for future losses
 on discontinued products        345.6         651.4         997.0       600.0        670.0      1,270.0
Other                             19.4          22.2          41.6       223.5        473.6        697.1
_________________________________________________________________________________________________________
   Total Liabilities         $ 7,589.4     $ 5,706.2     $13,295.6   $ 9,800.1    $ 6,222.7    $16,022.8
_________________________________________________________________________________________________________
_________________________________________________________________________________________________________

</TABLE>


Net unrealized capital losses in 1994 and gains in 1993 on 
available for sale debt securities are included above in other 
assets and other liabilities, respectively, and are not reflected 
in consolidated shareholders' equity.  The reserve for anticipated 
future losses on GICs is included in policyholders' funds left 
with the company, and the reserve for anticipated future losses on 
SPAs is included in future policy benefits on the Consolidated 
Balance Sheets.


<PAGE> 82

Notes to Financial Statements (Continued)

2.  Discontinued Products (Continued)

The reserve for anticipated future losses on discontinued products 
represents the present value of the difference between (a) the 
expected cash flows from the assets supporting discontinued 
products, and (b) the cash flows expected to be required to meet 
the obligations of the outstanding contracts.  Calculation of the 
reserve for anticipated future losses on discontinued products 
required projection of both the amount and the timing of cash 
flows over approximately the next 30 years, including 
consideration of, among other things, future investment results, 
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. Projections of future investment results took 
into account both industry and company data and were based on 
performance of mortgage loan and real estate assets, projections 
regarding certain levels of future defaults and prepayments, and 
assumptions regarding future real estate market conditions, which 
assumptions management believes are reasonable.  Management 
continues to believe that the reserve for anticipated future 
losses will be adequate to provide for the future losses 
associated with the runoff of the liabilities.

At December 31, 1994 and 1993, estimated future after-tax realized 
capital losses of approximately $127 million and $190 million 
($196 million and $292 million, pretax), respectively, 
attributable to mortgage loans and real estate supporting GICs, 
and $47 million and $70 million ($73 million and $108 million, 
pretax), respectively, attributable to mortgage loans and real 
estate supporting SPAs were expected to be charged to the reserve 
for anticipated future losses.  Included in the $150 million and 
$59 million of net realized capital losses (pretax) on GICs and 
SPAs, respectively, for the year ended December 31, 1994, are 
losses from the sales of bonds of $54 million and $24 million, 
respectively.  As a result of selling bonds and realizing losses, 
the anticipated future losses associated with negative interest 
margins is expected to be reduced in the future.

The activity in the reserve for anticipated future losses on 
discontinued products for the year ended December 31, 1994 was as 
follows:

<TABLE>
<CAPTION>
                                        Guaranteed    Single-
                                        Investment    Premium
(Millions)                              Contracts     Annuities      Total   
_____________________________________________________________________________

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

Reserve at December 31, 1993            $  600.0      $  670.0       $1,270.0
Loss on discontinued products              254.4          18.6          273.0
                                        _____________________________________
Reserve at December 31, 1994            $  345.6      $  651.4       $  997.0
_____________________________________________________________________________
_____________________________________________________________________________

</TABLE>


The average contractual yields guaranteed on the contracts 
relating to the discontinued products exceed the average 
historical and expected future yields on assets supporting the 
products.  The resulting anticipated negative cash flows will be 
funded from the cash flows of the company's continuing business.  
There was no funding from the company's continuing business in 
1994.

<PAGE> 83

Notes to Financial Statements (Continued)

2.  Discontinued Products (Continued)

Receivables of $872.5 million and $825.0 million to fund these 
negative cash flows (which accrue interest at the rates used to 
measure the loss for the two products) are included in the 
discontinued products' assets at December 31, 1994 and 1993, 
respectively.  These receivables are fully offset by payables from 
the company's continuing business.  These amounts are eliminated 
in the Consolidated Balance Sheets.

The activity in the receivable from continuing business for the 
year ended December 31, 1994 was as follows:

<TABLE>
<CAPTION>
                                        Guaranteed    Single-
                                        Investment    Premium
(Millions)                              Contracts     Annuities    Total   
___________________________________________________________________________

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

Balance at December 31, 1993            $  390.0      $  435.0     $  825.0
Interest earned                             19.4          28.1         47.5
                                        ___________________________________
Balance at December 31, 1994            $  409.4      $  463.1     $  872.5
___________________________________________________________________________
___________________________________________________________________________

</TABLE>


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

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

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 tax benefited.

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 
1992 of $38.1 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) 
Preferred Stock which were redeemed in 1993 resulting in an after-
tax gain of $27.0 million.


<PAGE> 84

Notes to Financial Statements (Continued)

3.  Sales of Subsidiaries (Continued)

The operating results of Am Re were presented as a discontinued 
operation through the sale date of September 30, 1992.  Results 
for the nine months ended September 30 were:

<TABLE>
<CAPTION>
(Millions)                                   1992    
_____________________________________________________
<S>                                          <C>

Total revenue                                $  846.4
                                             ________

Income before taxes                          $  120.9
Income taxes                                     34.1
                                             ________
Income from discontinued operations          $   86.8
_____________________________________________________

</TABLE>


4.  Severance and Facilities Charge

The company recorded a $200 million after-tax ($308 million 
pretax) severance and facilities charge in the fourth quarter of 
1993.  The planned actions included the elimination of 
approximately 4,000 positions.  As a result of the planned 
elimination of these positions, the company determined that it 
would have excess office space.  Accordingly, the severance and 
facilities charge also included costs related to vacating the 
excess leased office space, and costs related to abandoning and 
preparing for sale an owned property in Hartford, Connecticut.  
The 1993 severance and facilities charge included the following 
(pretax):

<TABLE>
<CAPTION>
                                                   Facility and    Vacated
                                        Severance  Asset Write-    Leased
(Millions)                              Related    Off Related     Property     Other          Total  
                                        _________  ____________    ________     _______        _______

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

Aetna Health Plans..................... $  44.4    $  20.4         $  11.8      $   3.2        $  79.8
Large Case Pensions....................    11.5        8.4             1.0          1.0           21.9
Aetna Life Insurance & Annuity.........    10.9        5.1             1.4         13.4 (1)       30.8
Property-Casualty......................    96.8       24.2            20.7          5.6          147.3
International..........................     4.6        2.9             2.0          1.5           11.0
Corporate:  Other......................    12.2        5.0               -            -           17.2
                                        _______    _______         _______      _______        _______
Total Company (3)...................... $ 180.4    $  66.0 (2)     $  36.9      $  24.7        $ 308.0
                                        _______    _______         _______      _______        _______
                                        _______    _______         _______      _______        _______

<FN>

(1) Includes a charge of $13.0 million related to the cessation of a business providing
    administrative services to defined contribution pension plans.  The charge includes
    broker buyout, direct losses on runoff of the existing contracts and other related costs.

(2) Facility and asset write-off related charges include the write-down to net realizable value
    (based on an internally prepared appraisal) of a company property that will be abandoned.
    The charge does not include operating costs expected to be incurred prior to the date of
    abandonment of the property. Facility and asset write-off related charges also include costs
    to retire computer equipment used by employees whose positions were, or are expected to be,
    eliminated and other related costs.

(3) Facility and asset write-off related charges are non-cash costs.  All other items shown above
    required, or will require, cash outlays.

</TABLE>


<PAGE> 85

Notes to Financial Statements (Continued)

4.  Severance and Facilities Charge (Continued)

During 1994, the company charged costs of $224.1 million (pretax) 
to the 1993 severance and facilities reserve related to the cost 
reduction actions as follows:

<TABLE>
<CAPTION>
                                                   Facility and    Vacated
                                        Severance  Asset Write-    Leased
(Millions)                              Related    Off Related     Property     Other          Total  
                                        _________  ____________    ________     _______        _______
<S>                                     <C>        <C>             <C>          <C>            <C>
Severance and facilities reserve at
  December 31, 1993.................... $ 180.4    $  66.0         $  36.9      $  24.7        $ 308.0
Charges against reserve................   153.0       12.1            35.7         23.3          224.1
                                        _______    _______         _______      _______        _______
Severance and facilities reserve at
  December 31, 1994.................... $  27.4    $  53.9         $   1.2      $   1.4        $  83.9
                                        _______    _______         _______      _______        _______
                                        _______    _______         _______      _______        _______

</TABLE>


Vacating the leased office space was substantially completed by 
December 31, 1994.  The remaining lease payments (net of expected 
subrentals) on such vacated facilities are payable over 
approximately the next six years.  Of the approximately 4,000 
positions expected to be eliminated, approximately 3,300 had been 
eliminated by December 31, 1994.  The remaining headcount 
reductions and other actions planned for under the restructuring 
actions are expected to be completed during the first half of 
1995.

In 1992, the company also undertook actions to reduce costs which 
resulted in an after-tax restructuring charge of $95.7 million 
($145.0 million pretax) to 1992 earnings.  Among the actions to 
reduce costs was the elimination of approximately 4,800 positions 
in the latter half of 1992 and through 1993.  The 1992 severance 
and facilities charge included the following (pretax):

<TABLE>
<CAPTION>
                                                    Vacated      Pension
                                        Severance   Leased       Curtailment
(Millions)                              Related     Property     Gain           Total  
                                        _________   ________     ___________    _______
<S>                                     <C>         <C>          <C>            <C>
Aetna Health Plans..................... $  50.1     $     -      $  (9.9)       $  40.2
Large Case Pensions....................     4.2           -         (1.1)           3.1
Aetna Life Insurance & Annuity.........     7.8           -         (1.6)           6.2
Property-Casualty......................    69.3        20.9        (14.8)          75.4
International..........................      .1           -          (.1)             -
Corporate: Other.......................    20.1           -            -           20.1
                                        _______     _______      _______        _______
Total Company (1)...................... $ 151.6     $  20.9      $ (27.5)       $ 145.0
                                        _______     _______      _______        _______
                                        _______     _______      _______        _______

<FN>

(1) The pension curtailment gain is a non-cash item.  All other items shown above
    required cash outlays.

</TABLE>


By year-end 1993, all expected actions under the 1992 
restructuring had been completed.


<PAGE> 86

Notes to Financial Statements (Continued)

5.  Investments

<TABLE>
<CAPTION>

Debt securities at December 31, 1994 were as follows:

                                                        Gross          Gross
                                         Amortized      Unrealized     Unrealized    Fair
(Millions)                               Cost           Gains          Losses        Value     
_______________________________________________________________________________________________
Held for Investment:

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

  U.S. Treasury securities and
   obligations of U.S. government
   agencies and corporations             $      6.5     $      .5      $       -     $      7.0
  Obligations of states and
   political subdivisions                     275.3           1.5            9.6          267.2
  Utilities                                   136.0            .1            1.6          134.5
  Financial                                   224.1           2.1            1.6          224.6
  Transportation/Capital Goods                221.5           3.8            1.7          223.6
  Other corporate securities                   99.6            .9             .6           99.9
  Mortgage-backed securities                   10.5             -             .6            9.9
  Other loan-backed securities                 15.0             -             .6           14.4
  Foreign governments                         623.4           1.4             .4          624.4
  Other                                       388.9           4.3            7.5          385.7
                                         ______________________________________________________
    Total Held for Investment            $  2,000.8     $    14.6      $    24.2     $  1,991.2
_______________________________________________________________________________________________
                                         ______________________________________________________

Available for Sale:

  U.S. Treasury securities and
   obligations of U.S. government
   agencies and corporations             $  8,343.9     $    13.6      $   630.3     $  7,727.2
  Obligations of states and
   political subdivisions                   1,401.1          11.2           53.9        1,358.4
  Utilities                                 2,604.4          52.1          136.3        2,520.2
  Financial                                 5,155.8          28.7          256.2        4,928.3
  Transportation/Capital Goods              2,714.2          61.1          114.7        2,660.6
  Other corporate securities                3,039.8          28.8          170.2        2,898.4
  Mortgage-backed securities                7,013.5         123.1          425.3        6,711.3
  Other loan-backed securities              1,691.2            .2           56.5        1,634.9
  Foreign governments                       2,820.6          13.2          268.3        2,565.5
  Other                                     2,199.7          26.9          120.7        2,105.9
                                         ______________________________________________________
    Total Available for Sale             $ 36,984.2     $   358.9      $ 2,232.4     $ 35,110.7
_______________________________________________________________________________________________
                                         ______________________________________________________

 Available for sale securities of
   discontinued products
   (included above)                      $  6,349.8     $   137.9      $   332.7     $  6,155.0
_______________________________________________________________________________________________
                                         ______________________________________________________

</TABLE>


<PAGE> 87

Notes to Financial Statements (Continued)

5.  Investments (Continued)

<TABLE>
<CAPTION>

Debt securities at December 31, 1993 were as follows:

                                                         Gross         Gross
                                         Amortized       Unrealized    Unrealized    Fair
(Millions)                               Cost            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                                4,893.1          200.1           16.7       5,076.5
  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               9,632.3          686.3           16.9      10,301.7
  Other loan-backed securities                49.1             .2             .2          49.1
  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
   discounted products
   (included above)                      $ 7,659.4      $   695.1      $    85.5     $ 8,269.0
______________________________________________________________________________________________
                                         _____________________________________________________

</TABLE>


At December 31, 1994 and 1993, net unrealized appreciation 
(depreciation) of $(1,873.5) million and $1,935.3 million, 
respectively, on available for sale debt securities included 
$(607.3) million and $717.4 million, respectively, related to 
experience rated contractholders and $(194.8) million and $609.6 
million, respectively, related to discontinued products, which 
were not reflected in shareholders' equity.


<PAGE> 88

Notes to Financial Statements (Continued)

5.  Investments (Continued)

The carrying and fair value of debt securities held for investment 
and available for sale are shown below by contractual maturity.  
Actual maturities may differ from contractual maturities because 
securities may be restructured, called or prepaid.

<TABLE>
<CAPTION>

1994                                        Amortized      Fair
(Millions)                                  Cost           Value    
____________________________________________________________________
Held for Investment:

<S>                                         <C>            <C>
Due to mature:
  One year or less                          $   166.3      $   167.0
  After one year through five years           1,456.1        1,453.8
  After five years through ten years            172.1          169.9
  After ten years                               180.8          176.2
  Mortgage-backed securities                     10.5            9.9
  Other loan-backed securities                   15.0           14.4
____________________________________________________________________

    Total Held for Investment               $ 2,000.8      $ 1,991.2
____________________________________________________________________
                                            ________________________

Available for Sale:

Due to mature:
  One year or less                          $ 1,707.4      $ 1,677.1
  After one year through five years          10,405.3        9,951.1
  After five years through ten years          7,482.2        7,071.4
  After ten years                             8,684.6        8,064.9
  Mortgage-backed securities                  7,013.5        6,711.3
  Other loan-backed securities                1,691.2        1,634.9
____________________________________________________________________
    Total Available for Sale                $36,984.2      $35,110.7
____________________________________________________________________
                                            ________________________

</TABLE>


Investments in available for sale equity securities were as 
follows:

<TABLE>
<CAPTION>
                                           Gross         Gross
                                           Unrealized    Unrealized    Fair
(Millions)                   Cost          Gains         Losses        Value    
________________________________________________________________________________
<S>                          <C>           <C>           <C>           <C>

1994                                                                            
________________________________________________________________________________
Equity securities            $ 1,326.9     $   399.5     $    70.8     $ 1,655.6
________________________________________________________________________________

1993                                                                            
________________________________________________________________________________
Equity securities            $ 1,238.1     $   455.2     $    34.4     $ 1,658.9
________________________________________________________________________________

</TABLE>


Real Estate holdings at December 31 were as follows:

<TABLE>
<CAPTION>

(Millions)                                    1994         1993     
____________________________________________________________________

<S>                                           <C>          <C>

Properties held for sale                      $ 1,297.1    $ 1,122.2
Investment real estate                            394.3        461.3
                                              ______________________
                                                1,691.4      1,583.5
Valuation reserve                                 145.7        267.7
                                              ______________________
  Net carrying value                          $ 1,545.7    $ 1,315.8
____________________________________________________________________
                                              ______________________
  Net carrying value of real estate of
   discontinued products (included above)     $   730.0    $   534.5
____________________________________________________________________
                                              ______________________

</TABLE>


<PAGE> 89

NOTES TO FINANCIAL STATEMENTS (Continued)

5.  Investments (Continued)

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, 1994 and 1993 were $616.5 million and 
$501.8 million, respectively, (including $315.8 million and $218.5 
million, respectively, attributable to assets of discontinued 
products).

Impairment reserves at December 31 were as follows:

<TABLE>
<CAPTION>

(Millions)                                    1994         1993     
____________________________________________________________________

<S>                                           <C>          <C>

Mortgage loans                                $   784.1    $ 1,308.3
Real estate                                       145.7        267.7
Other                                               6.0          6.0
                                              ______________________
  Total impairment reserves                   $   935.8    $ 1,582.0
____________________________________________________________________
                                              ______________________
  Impairment reserves of
    discontinued products (included above)    $   432.3    $   727.0
____________________________________________________________________
                                              ______________________

</TABLE>


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)                                    1994         1993     
____________________________________________________________________
<S>                                           <C>          <C>
Debt securities                               $     7.9    $    76.9
Equity securities                                  20.3         14.9
Mortgage loans                                     80.1        342.1
Real estate                                       159.8        188.0
                                              ______________________
  Total non-income producing assets               268.1    $   621.9
____________________________________________________________________
                                              ______________________
  Non-income producing assets of
   discontinued products 
   (included above)                           $    68.0    $   248.0
____________________________________________________________________
                                              ______________________

</TABLE>


Significant non-cash investing and financing activities include 
acquisition of real estate through foreclosures (including in-
substance foreclosures in 1994) of mortgage loans amounting to 
$708 million in 1994, $295 million in 1993 and $306 million in 
1992.  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.  No gain was recorded on this exchange.

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 44 through 53.


<PAGE> 90

Notes to Financial Statements (Continued)

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. 
Provisions for impairments and changes in the fair value of real 
estate subsequent to foreclosure are also 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 losses allocable to experience rated 
contractholders of $195.0 million, $180.1 million and $59.7 
million for the years ended December 31, 1994, 1993 and 1992, 
respectively, 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.

Net realized capital gains (losses) on investments were as 
follows:

<TABLE>
<CAPTION>

(Millions)                                    1994         1993         1992    
________________________________________________________________________________
<S>                                           <C>          <C>          <C>
Debt securities                               $ (32.6)     $ 606.3      $  315.1
Equity securities                                31.5         91.3         184.2
Mortgage loans                                  (91.8)      (435.7)       (358.5)
Real estate                                      42.2       (151.5)        (43.9)
Sales of subsidiaries                            16.9        (18.2)            -
Other                                           (21.0)        (2.4)         18.0
                                              __________________________________
  Pretax realized capital gains (losses)      $ (54.8)     $  89.8      $  114.9
________________________________________________________________________________
                                              __________________________________
  After-tax realized capital gains (losses)   $ (42.6)     $  59.0      $   78.6
________________________________________________________________________________

</TABLE>


Proceeds from sales of investments in debt securities available 
for sale during 1994 were $19.0 billion.  Gross gains of $128.8 
million and gross losses of $158.7 million were realized on those 
sales.

Proceeds from sales of investments in debt securities held for 
investment and available for sale during 1993 and 1992 were 
$6,300.9 million and $3,862.1 million, respectively.  Gross gains 
of $250.6 million and $262.3 million, and gross losses of $30.1 
million and $7.0 million, were realized on those sales.

Shareholders' equity included changes in unrealized capital gains 
(losses), excluding changes in unrealized capital gains (losses) 
related to experience rated contractholders and discontinued 
products, for the periods as follows:

<TABLE>
<CAPTION>

(Millions)                                    1994           1993           1992      
______________________________________________________________________________________
<S>                                           <C>            <C>            <C>
Equity securities                             $    (90.7)    $     94.2     $    127.6
Debt trading securities                                -         (134.8)          66.4
Debt securities available for sale              (1,679.7)         608.3              -
Foreign exchange and other, net                   (119.4)          14.6          (51.8)
                                              ________________________________________
                                                (1,889.8)         582.3          142.2
Increase (Decrease) in deferred federal
 income taxes                                     (170.1)         193.7           48.5
                                              ________________________________________
  Net changes in unrealized capital gains
   (losses)                                   $ (1,719.7)    $    388.6     $     93.7
______________________________________________________________________________________
                                              ________________________________________

</TABLE>


<PAGE> 91

Notes to Financial Statements (Continued)

6.  Capital Gains and Losses on Investment Operations (Continued)

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 (depreciation) for debt securities carried at 
amortized cost is the difference between estimated market and 
carrying values, and amounted to approximately $(9.6) million, 
$146.4 million and $1.7 billion at December 31, 1994, 1993 and 
1992, respectively.  Such unrecorded appreciation (depreciation) 
includes amounts allocable to experience rated contractholders.  
The change in unrecorded appreciation and depreciation was 
$(156.0) million, $(1,528.2) million and $(719.3) million in 1994, 
1993 and 1992, respectively.

Shareholders' equity included the following unrealized capital 
gains (losses), which are net of amounts allocable to experience 
rated contractholders and amounts related to discontinued 
products, at December 31:

<TABLE>
<CAPTION>

(Millions)                                    1994         1993         1992     
_________________________________________________________________________________
<S>                                           <C>          <C>          <C>
Equity securities:
  Gross unrealized capital gains              $   398.2    $   455.2    $   366.3
  Gross unrealized capital losses                 (68.1)       (34.4)       (39.7)
                                              ___________________________________
                                                  330.1        420.8        326.6
Debt trading securities:
  Gross unrealized capital gains                      -            -        172.0
  Gross unrealized capital losses                     -            -        (37.2)
                                              ___________________________________
                                                      -            -        134.8
Debt securities available for sale:
  Gross unrealized capital gains                   89.0        671.1            -
  Gross unrealized capital losses              (1,160.4)       (62.8)           -
                                              ___________________________________
                                               (1,071.4)       608.3            -
Foreign exchange and other, net                  (176.1)       (56.7)       (71.3)
Deferred federal income taxes                     154.1        324.2        130.5
                                              ___________________________________
  Net unrealized capital gains (losses)       $(1,071.5)   $   648.2    $   259.6
_________________________________________________________________________________
                                              ___________________________________

</TABLE>


At December 31, 1994, $749 million of net unrealized capital 
losses primarily on available for sale debt and equity securities 
were reflected in shareholders' equity without deferred tax 
benefits.  (Please refer to Note 10 for discussion of the tax 
treatment for unrealized capital losses on available for sale debt 
and equity securities.)


<PAGE> 92

Notes to Financial Statements (Continued)

7.  Net Investment Income

Net investment income includes amounts allocable to experience 
rated contractholders of $1.4 billion, $1.6 billion and $1.7
billion for the years ended December 31, 1994, 1993 and 1992, 
respectively.  Interest credited to contractholders is included 
in current and future benefits.

Sources of net investment income were as follows:

<TABLE>
<CAPTION>

(Millions)                                  1994           1993           1992     
___________________________________________________________________________________

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

Debt securities                             $ 2,882.1      $ 3,003.4      $ 2,948.8
Equity securities                                56.9           55.8           56.5
Short-term investments                           14.0           55.3           76.9
Mortgage loans                                1,301.2        1,586.8        1,885.5
Real estate                                     361.2          378.5          335.7
Policy loans                                     28.0           29.9           26.7
Other                                            96.3          160.2           52.7
Cash equivalents                                135.1           76.7          134.6
                                            _______________________________________
Gross investment income                       4,874.8        5,346.6        5,517.4
Less investment expenses                        411.3          427.6          448.4
                                            _______________________________________
  Net investment income                     $ 4,463.5      $ 4,919.0      $ 5,069.0
___________________________________________________________________________________
                                            _______________________________________

</TABLE>


8.  Dividend Restrictions and Shareholders' Equity

The amount of dividends that may be paid to shareholders in 1995 
without prior approval by the Insurance Commissioner of the State 
of Connecticut is $398.9 million.  Dividend payments by the 
domestic insurance subsidiaries of Aetna Life and Casualty Company 
are subject to similar restrictions in Connecticut and other 
states, and are limited in 1995 to approximately $607.7 million in 
the aggregate.  During 1994, these subsidiaries paid no dividends 
to Aetna Life and Casualty Company.

The amounts of statutory net income (loss) for the years ended and 
shareholders' equity as of December 31, were as follows:

<TABLE>
<CAPTION>
(Millions)                                  1994           1993           1992     
___________________________________________________________________________________
<S>                                         <C>            <C>            <C>
Statutory net income:
 Life companies                             $  (147.2)     $    87.7      $   123.8
 Property-casualty companies                   (242.5)        (125.1)         688.0
 Consolidating eliminations                       (.1)          (3.3)           5.9
                                            _______________________________________
    Total                                   $  (389.8)     $   (40.7)     $   817.7
___________________________________________________________________________________
                                            _______________________________________
Statutory shareholders' equity:
 Life companies                             $ 2,492.4      $ 2,332.8
 Property-casualty companies                  3,988.9        4,336.8
 Consolidating eliminations                  (2,484.8)      (2,323.9)
                                            ________________________
    Total                                   $ 3,996.5      $ 4,345.7
____________________________________________________________________
                                            ________________________

</TABLE>


As of December 31, 1994, the company does not utilize any 
statutory accounting practices which are not prescribed by 
insurance regulators that, individually or in the aggregate, 
materially affect statutory shareholders' equity.

<PAGE> 93

Notes to Financial Statements (Continued)

9.  Debt

<TABLE>
<CAPTION>

(Millions)                                            1994         1993     
____________________________________________________________________________
<S>                                                   <C>          <C>
Long-term debt:
 Domestic:
  Eurodollar Notes, 9 1/2% due 1995                   $   100.2    $   100.4
  Notes, 8 5/8% due 1998                                   99.8         99.8
  Notes, 6 3/8% due 2003                                  198.9        198.7
  Debentures, 6 3/4% due 2013                             198.4        198.3
  Eurodollar Notes, 7 3/4% due 2016                        63.5         63.5
  Debentures, 8% due 2017                                 199.1        198.6
  Mortgage Notes and Other Notes, 3%-11 1/2%
   due in varying amounts to 2018                          41.4         56.7
  Debentures, 7 1/4% due 2023                             198.3        198.3
 International:
  Mortgage Notes, 6 1/2%-11 7/8% due in
   varying amounts to 2006                                 15.1         45.7
                                                      ______________________
    Total                                             $ 1,114.7    $ 1,160.0
____________________________________________________________________________
                                                      ______________________

</TABLE>


At December 31, 1994, $23.9 million of short-term borrowings were 
outstanding.  Total unused committed bank lines available to the 
company at December 31, 1994 amounted to $1,020 million, including 
credit facilities aggregating $1.0 billion with a group of 
worldwide banks.  One $500 million facility terminates in July 
1995 and the other $500 million facility terminates in July 1999.  
Various interest rate options are available under each facility 
and any borrowings mature on the expiration date of the applicable 
credit commitment.  The company pays facility fees ranging from 
.08% to .375% per annum under the short-term credit agreement and 
from .1% to .5% per annum under the medium-term credit agreement, 
depending upon the company's long-term senior unsecured debt 
rating.  The commitments require the company to maintain 
shareholders' equity, excluding net unrealized capital gains and 
losses, of at least $5 billion.  These facilities also support 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.  Pursuant to shelf registration 
statements declared effective by the Securities and Exchange 
Commission ("SEC"), the company may offer and sell up to an 
additional $550 million of various types of securities.  (Please 
refer to Note 11.)

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.


<PAGE> 94

Notes to Financial Statements (Continued)

9.  Debt (Continued)

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 1995 through 1999 are $102.3 million, $10.9 
million, $.2 million, $129.4 million and $1.3 million, 
respectively, and $870.6 million thereafter.

Total interest expense was $98.6 million, $77.4 million and $87.1 
million in 1994, 1993 and 1992, respectively.  The company paid 
interest of $98.7 million, $74.1 million and $94.9 million in 
1994, 1993 and 1992, respectively.

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 at December 31, 1993.

Income tax expense (benefits) attributable to income (loss) from 
continuing operations consists of:

<TABLE>
<CAPTION>

(Millions)                                  1994           1993           1992     
___________________________________________________________________________________
<S>                                         <C>            <C>            <C>

Current taxes (benefits):
  Income - federal taxes                    $   274.2      $    47.3      $   (18.1)
  Income - foreign taxes                          8.6            8.8           11.6
  Realized capital gains (losses)              (340.0)          18.6           74.4
                                            _______________________________________
                                                (57.2)          74.7           67.9
Deferred taxes (benefits):
  Income - federal taxes                        (81.4)        (617.7)        (147.4)
  Income - foreign taxes                          1.5           (1.3)           1.5
  Realized capital gains (losses)               327.9           12.2          (38.1)
                                            _______________________________________
                                                248.0         (606.8)        (184.0)
                                            _______________________________________
Total                                       $   190.8      $  (532.1)     $  (116.1)
___________________________________________________________________________________
                                            _______________________________________

</TABLE>


<PAGE> 95

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 
(benefits) for the following reasons:

<TABLE>
<CAPTION>

(Millions)                                   1994          1993           1992     
___________________________________________________________________________________
<S>                                          <C>           <C>            <C>

Income (Loss) from U.S. operations           $   533.0     $(1,211.9)     $  (151.4)
Income from non-U.S. operations                  125.3          64.5           30.0
                                             ______________________________________
  Income (Loss) before taxes                     658.3      (1,147.4)        (121.4)
Tax rate                                            35%           35%            34%
                                             ______________________________________
Application of the tax rate                      230.4        (401.7)         (41.3)
Tax effect of:
  Tax-exempt interest                            (36.7)        (54.9)         (68.6)
  Foreign operations                              (1.7)        (46.9)          12.7
  Excludable dividends                           (15.5)        (20.5)         (12.8)
  Tax rate change on deferred assets
   and liabilities                                   -         (24.0)             -
  Goodwill                                         8.6           6.8            3.5
  Other, net                                       5.7           9.1           (9.6)
                                             ______________________________________
Income taxes (benefits) on income (loss)     $   190.8     $  (532.1)     $  (116.1)
___________________________________________________________________________________
                                             ______________________________________

</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)                                    1994         1993     
____________________________________________________________________
<S>                                           <C>          <C>
Deferred tax assets:
  Insurance reserves                          $ 1,142.1    $ 1,013.2
  Reserve for loss on
   discontinued products                          344.1        445.0
  Reserve for severance and
   facilities expenses                             57.6        108.0
  Impairment reserves                             113.2        274.0
  Other postretirement benefits                   230.6        235.6
  Net unrealized capital losses                   601.6            -
  Net operating loss carryforward                 225.0        152.8
  Other                                             7.7         52.1
                                              ______________________
Total gross assets                              2,721.9      2,280.7
Less valuation allowance                          546.6         70.2
                                              ______________________
Assets net of valuation                         2,175.3      2,210.5

Deferred tax liabilities:
  Deferred policy acquisition costs               557.0        519.7
  Unrealized losses allocable to
   experience rated contracts                     213.0            -
  Net unrealized capital gains                        -        331.3
  Market discount                                  91.0         72.8
  Other                                            47.6          3.8
                                              ______________________
Total gross liabilities                           908.6        927.6
                                              ______________________
  Net deferred tax asset                      $ 1,266.7    $ 1,282.9
____________________________________________________________________
                                              ______________________

</TABLE>


The 1994 valuation allowance relates to future tax benefits of 
$22.9 million on purchased domestic net operating loss 
carryforwards, $48.5 million on foreign net operating loss 
carryforwards, and of $475.2 million on unrealized capital losses, 
the realization of which are uncertain. The 1993 valuation 
allowance relates to future tax benefits of $47.3 million on 
foreign net operating loss carryforwards and $22.9 million on 
purchased domestic net operating loss carryforwards.


<PAGE> 96

Notes to Financial Statements (Continued)

10.  Federal and Foreign Income Taxes (Continued)

Net unrealized capital gains and losses are presented in 
shareholders' equity net of deferred taxes.  At December 31, 1994, 
$749 million of net unrealized capital losses primarily on 
available for sale debt and equity securities were reflected in 
shareholders' equity without deferred tax benefits.  For federal 
income tax purposes, capital losses are deductible only against 
capital gains in the year of sale or during the carryback and 
carryforward periods (three and five years, respectively).  Due to 
the expected full utilization of capital gains in the carryback 
period and the uncertainty of future capital gains, a valuation 
allowance of $262 million related to the net unrealized capital 
losses has been reflected in shareholders' equity.  In addition, 
$609 million of net unrealized capital losses related to 
experience rated contracts are not reflected in shareholders' 
equity since such losses, if realized, will be charged to 
contractholders.  However, the potential loss of tax benefits on 
such losses is the risk of the company and therefore would 
adversely affect the company rather than the contractholder.  
Accordingly, an additional valuation allowance of $213 million has 
been reflected in shareholders' equity as of December 31, 1994.  
Any reversals of the valuation allowance are contingent upon the 
recognition of future capital gains in the company's federal 
income tax return or a change in circumstances which causes the 
recognition of the benefits to become more likely than not.  Non-
recognition of the deferred tax benefits on net unrealized losses 
described above had no impact on net income for 1994, but has the 
potential to adversely affect future results if such losses are 
realized.  Potential losses of tax benefits related to net 
unrealized losses on assets supporting the discontinued products 
are not expected to adversely affect the company's future results.

Management believes that it is more likely than not that the 
company will realize the benefit of the net deferred tax asset of 
$1,266.7 million.  The company's election of special estimated tax 
payments in years 1989 through 1993 assures realizability of a 
substantial portion of deferred tax assets arising from the 
discounting of property-casualty reserves. 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 patterns of these differences.  Because of the company's 
long-term history of taxable income, which is projected to 
continue, and the availability of significant tax planning 
strategies, such as converting tax-exempt bonds to taxable bonds, 
the company expects sufficient taxable income in the future to 
realize the net deferred tax asset.

The net deferred tax asset includes $153.6 million related to the 
company's expected utilization of its current U.S. net operating 
loss carryforward of $438.9 million, $161.2 million of which 
expires in the year 2008 and $277.7 million of which expires in 
the year 2009.

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.


<PAGE> 97

Notes to Financial Statements (Continued)

10.  Federal and Foreign Income Taxes (Continued)

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 
$857.2 million at December 31, 1994.  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.

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 received net federal income tax refunds for continuing 
operations of $74.1 million in 1994 and made net federal income 
tax payments of $101.6 million and $55.3 million in 1993 and 1992, 
respectively.

11.  Minority Interest in Preferred Securities of Subsidiary

On November 22, 1994, Aetna Capital L.L.C. ("ACLLC"), a wholly 
owned subsidiary of the company, issued $275 million (11,000,000 
shares) of 9 1/2% Cumulative Monthly Income Preferred Securities, 
Series A, on which payments are guaranteed to a certain extent by 
the company on a subordinated basis. The securities are 
redeemable, at the option of ACLLC with the company's consent, in 
whole or in part, from time to time, on or after November 30, 
1999, or at any time under certain limited circumstances related 
to tax events, at a redemption price of $25 per security plus 
accumulated and unpaid dividends to the redemption date. The 
securities are scheduled to become due and payable on November 22, 
2024.  The maturity date may be changed under certain 
circumstances.

ACLLC has loaned the proceeds from the preferred stock issuance 
and the common capital contributions to the company.  In return, 
the company issued approximately $348 million principal amount of 
9 1/2% subordinated debentures to ACLLC due November 22, 2024.  
Interest on these debentures is payable monthly, and under certain 
circumstances, principal may be due prior to or later than the 
original maturity date.  This loan is eliminated in the 1994 Consolidated
Balance Sheet.

ACLLC may offer and sell up to an additional $225 million of 
preferred securities under a shelf registration statement declared 
effective by the SEC.

12.  Common Stock

At December 31, 1994 and 1993, 3,802,256 common shares were 
reserved for issuance under the dividend reinvestment plan, 
13,036,958 and 6,702,878 common shares were reserved for the stock 
option plans, and 946,675 common shares were reserved for other 
benefit plans, respectively.

In 1994 and 1993, the company did not acquire any shares of its 
common stock.


<PAGE> 98

Notes to Financial Statements (Continued)

12.  Common Stock (Continued)

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.

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.

13.  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)                                  1994         1993         1992    
______________________________________________________________________________

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

Premiums                                    $   52.0     $   52.4     $   54.0
______________________________________________________________________________

Assets                                      $  700.8     $  704.8     $  686.1
______________________________________________________________________________

</TABLE>

<PAGE> 99

Notes to Financial Statements (Continued)

14.  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 60 
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)                                    1994         1993         1992    
________________________________________________________________________________
<S>                                           <C>          <C>          <C>
Return on plan assets                         $    8.2     $  178.7     $   78.9
Service cost - benefits earned
 during the period                               (92.7)       (82.2)       (82.3)
Interest cost on projected
 benefit obligation                             (175.2)      (169.3)      (153.1)
Net amortization and deferral                    202.3         31.3        160.5
________________________________________________________________________________

Net periodic pension income (cost)            $  (57.4)    $  (41.5)    $    4.0
________________________________________________________________________________

</TABLE>


As a result of restructuring activities, a curtailment gain of 
approximately $27.5 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.

The measurement dates used to determine the funded status of the 
plans were September 30, 1994 and 1993. The funded status of plans 
for which assets exceeded accumulated benefits was as follows:

<TABLE>
<CAPTION>

(Millions)                                    1994         1993     
____________________________________________________________________
<S>                                           <C>          <C>
Actuarial present value of vested
 benefit obligation                           $ 1,930.3    $ 1,868.8
                                                                    
____________________________________________________________________
Actuarial present value of
 accumulated benefit obligation               $ 1,952.1    $ 1,898.9
                                                                    
____________________________________________________________________
Plan assets at fair value                     $ 2,176.4    $ 2,259.0
Actuarial present value of 
 projected benefit obligation                   2,333.3      2,221.7
                                              ______________________
Plan assets in excess of (less than)
 projected benefit obligation                    (156.9)        37.3
Unrecognized net loss                             216.7         98.5
Unrecognized service cost - prior
 period                                             9.1         (7.7)
Unrecognized net asset at date of
 adoption of FAS No. 87                           (58.2)       (87.9)
                                              ______________________

Prepaid pension cost                          $    10.7    $    40.2
____________________________________________________________________

</TABLE>


At 1994 and 1993, non-funded plans had projected benefit 
obligations of $130.1 million and $163.8 million, respectively.  
The accumulated benefit obligations at 1994 and 1993 related to 
these plans were $105.3 million and $127.6 million, respectively, 
and the related accrued pension cost was $107.9 million and $89.7 
million, respectively.


<PAGE> 100

Notes to Financial Statements (Continued)

14.  Benefit Plans (Continued)

The weighted average discount rate was 8.0% for 1994, 7.5% for 
1993 and 8.0% for 1992.  The expected long-term rate of return on 
plan assets was 8.5% for 1994 and 9.0% for 1993 and 1992.  The 
rate of increase in future compensation was 5.0% for 1994, 4.5% 
for 1993, and 5.0% for 1992.  The future annual cost-of-living 
adjustment was 3.0% for 1994, 1993 and 1992.

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 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 generally required to contribute 
to the plans based on their years of service with the company.

In January 1994, the company announced a 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 modification 
resulted in a $30.7 million after-tax increase to earnings for the 
year ended December 31, 1994.

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)                                    1994         1993         1992  
______________________________________________________________________________
<S>                                           <C>          <C>          <C>
Service cost - benefits earned
 during the period                            $    (8.6)   $   (19.0)   $  (28.8)
Interest cost                                     (34.2)       (42.9)      (50.9)
Net amortization                                   31.2         11.7           -
Return on plan assets                               3.2          3.1         2.9
                                              __________________________________

Net periodic postretirement
 benefit cost                                 $    (8.4)   $   (47.1)   $   (76.8)
_________________________________________________________________________________
                                              ___________________________________

</TABLE>


The measurement dates used to determine the funded status of the 
postretirement benefit plans were September 30, 1994 and 1993. The 
funded status of the plans was as follows:

<TABLE>
<CAPTION>
(Millions)                                    1994         1993     
____________________________________________________________________
<S>                                           <C>          <C>
Actuarial present value of accumulated
  postretirement benefit obligation:
   Retirees                                   $   285.2    $   234.6
   Fully eligible active employees                 64.3        102.7
   Active employees not eligible to
    retire                                         97.2        229.8
                                              ______________________
Total                                             446.7        567.1
Plan assets at fair value                          48.1         45.8
                                              ______________________
Accumulated postretirement benefit
 obligation in excess of plan assets              398.6        521.3
Unrecognized net gain                              43.9         75.5
Prior service cost                                204.3         63.7
____________________________________________________________________

Accrued postretirement benefit cost           $   646.8    $   660.5
____________________________________________________________________
                                              ______________________

</TABLE>


<PAGE> 101

Notes to Financial Statements (Continued)

14.  Benefit Plans (Continued)

The weighted average discount rates were 8.0% for 1994, 7.5% for 
1993 and 8.0% for 1992.  The health care cost trend rate for the 
1994 valuation decreased gradually from 11.5% for 1995 to 5.5% by 
the year 2005.  For the 1993 valuation, the rates decreased 
gradually from 12.5% for 1994 to 5.5% by the year 2005.  
Increasing the health care cost trend rate by one percentage point 
would increase the accumulated postretirement benefit obligation 
at 1994 by $34.6 million and would increase the net periodic 
postretirement benefit cost for 1994 by $2.7 million (pretax).

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 
1994, 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 $59.9 million, 
$58.9 million and $58.8 million for 1994, 1993 and 1992, 
respectively.  The Plan trustee held 6,380,355 shares, 5,996,806 
shares and 6,925,145 shares of Aetna Life and Casualty Company's 
common stock for Plan participants at the end of 1994, 1993 and 
1992, respectively.

1994 Stock Incentive Plan - The company's 1994 stock incentive 
plan (approved by shareholder vote on April 29, 1994) replaced the 
1984 stock option plan.  No new options will be granted under the 
1984 plan, however, options currently outstanding will continue to 
be in effect. The 1994 plan provides for stock options (see (1) 
Stock Option Plans), and deferred contingent common stock or cash 
awards (see (2)Incentive Units) to certain key employees. The 
maximum number of shares of common stock issuable under the Stock 
Option Plans and Incentive Units is 8 million, of which options 
and units to receive 1,502,900 shares were granted during 1994.  
The total amount charged to operations for the 1994 Stock 
Incentive Plan, which was determined from factors relating to 
various performance measures, was $19.2 million, after-tax, for 
the year ended December 31, 1994.

(1) Stock Option Plans - Executive and middle management employees 
may be granted options to purchase common stock of the company at 
the market price on the date of grant.  Certain options granted 
prior to 1992 contain stock appreciation rights permitting the 
employee to exercise those rights and receive the excess of fair 
market value at the date of exercise over the grant date fair 
market value in cash and/or stock.

Stock option transactions under the 1994 Stock Incentive Plan and 
the 1984 Stock Option Plan are summarized below:

<TABLE>
<CAPTION>
                                                            Range of
                                         Number        Option Prices
                                      of Shares            Per Share
____________________________________________________________________
<S>                                   <C>              <C>
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
       Granted                           1,140,100     $46.50-$55.25
       Exercised                          (464,790)    $29.50-$61.50
       Canceled or expired                (211,875)    $29.50-$61.50
____________________________________________________________________
Outstanding at December 31, 1994         5,072,958     $41.50-$61.50
____________________________________________________________________
Range of expiration dates             6/95-10/2004                  
____________________________________________________________________
Options exercisable at
  December 31, 1994                      3,967,608                  
____________________________________________________________________

</TABLE>


<PAGE> 102

Notes to Financial Statements (Continued)

14.  Benefit Plans (Continued)

(2) Incentive Units - Executive and middle management employees 
may be granted incentive units under the 1994 Stock Incentive 
Plan, which are rights to receive common stock or cash at the end 
of a vesting period (currently 1996) conditioned upon the 
employee's continued employment during that period and achievement 
of company performance goals.  The incentive unit holders are not 
entitled to dividends during the vesting period.

Incentive unit transactions related to the 1994 Stock Incentive 
Plan under which holders may be entitled to receive common stock, 
are summarized below:

<TABLE>
<CAPTION>
                                            Number
                                         of Shares
__________________________________________________
<S>                                      <C>
Granted                                  362,800
Canceled or expired                      (17,000)
                                         _______
 Outstanding at December 31, 1994        345,800
                                         _______
                                         _______
</TABLE>


15.  Segment Information (1)(2)(3)(4)(5)(6)

Summarized financial information for the company's principal 
operations was as follows:

<TABLE>
<CAPTION>

(Millions)                                       1994      1993         1992     
_________________________________________________________________________________
<S>                                              <C>       <C>          <C>
Revenue:
  Aetna Health Plans                          $ 7,139.1    $ 6,106.0    $ 5,932.1
  Large Case Pensions                           2,355.2      2,566.0      2,751.3
  Aetna Life Insurance & Annuity                1,404.2      1,358.4      1,241.8
  Property-Casualty                             5,338.9      5,900.9      6,513.5
  International                                 1,297.0      1,279.3      1,202.4
  Corporate: Other                                 (9.7)        (6.9)       (42.7)
                                              ___________________________________
     Total revenue                            $17,524.7    $17,203.7    $17,598.4
_________________________________________________________________________________
                                              ___________________________________

Income (Loss) from continuing
 operations before income taxes,
 extraordinary item and cumulative
 effect adjustments:
  Aetna Health Plans                          $   538.1    $   414.9    $   412.0
  Large Case Pensions                              81.1     (1,274.2)       (54.1)
  Aetna Life Insurance & Annuity                  235.0        173.3        147.1
  Property-Casualty                                30.8       (132.7)      (266.9)
  International                                    98.8          2.2         42.9
  Corporate:  Interest                            (94.8)       (69.3)       (82.3)
              Other                              (230.7)      (261.6)      (320.1)
                                              ___________________________________
  Total income (loss) from continuing
   operations before income taxes,
   extraordinary item and
   cumulative effect adjustments              $   658.3    $(1,147.4)   $  (121.4)
_________________________________________________________________________________
                                              ___________________________________

Net income (loss):
  Aetna Health Plans                          $   341.7    $   272.2    $   274.3
  Large Case Pensions                              54.4       (822.3)       (17.3)
  Aetna Life Insurance & Annuity                  159.1        111.4         99.0
  Property-Casualty                                58.1        (13.0)      (106.3)
  International                                    71.2         55.0         25.1
  Corporate:  Interest                            (60.5)       (44.7)       (50.9)
              Other                              (156.5)      (173.9)      (229.2)
                                             ____________________________________
Income (Loss) from continuing operations
 before extraordinary item and
 cumulative effect adjustments                    467.5       (615.3)        (5.3)
  Discontinued operations, net of tax                 -         27.0        173.8
                                              ___________________________________
  Income (Loss) before extraordinary
   item and cumulative effect
   adjustments                                    467.5       (588.3)       168.5
  Extraordinary loss on
   debenture redemption                               -         (4.7)           -
  Cumulative effect adjustments                       -        227.1       (112.5)
                                              ___________________________________
Net income (loss)                             $   467.5    $  (365.9)   $    56.0
_________________________________________________________________________________
                                              ___________________________________

</TABLE>

<PAGE> 103

Notes to Financial Statements (Continued)

15.  Segment Information (1)(2)(3)(4)(5)(6)(Continued)

<TABLE>
<CAPTION>

(Millions)                                1994          1993      
__________________________________________________________________
<S>                                       <C>           <C>
Assets:
  Aetna Health Plans                      $  6,184.7    $  5,767.5
  Large Case Pensions                       40,525.1      46,571.5
  Aetna Life Insurance & Annuity            21,318.2      20,508.8
  Property-Casualty                         21,593.8      22,361.5
  International                              4,532.9       4,801.9
  Corporate                                     17.8          25.5
                                          ________________________
Total assets                              $ 94,172.5    $100,036.7
__________________________________________________________________
                                          ________________________

<FN>

(1) In 1994, the company changed its external reporting segments to
    better align the segments with the way the businesses are managed.
    Prior periods have been restated to reflect these changes.

(2) 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 Large Case Pensions segment only.

(3) Assets at December 31, 1994 and 1993 include $12.4 billion and $15.2
    billion, respectively, of assets attributable to discontinued products.
    Discontinued products are included in the Large Case Pensions segment.

(4) 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 indemnity reserves.  This benefit affected
    the Property-Casualty segment only.

(5) 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 Aetna
    Health Plans results, $1.8 million reduced Large Case Pensions results,
    $4.4 million reduced Aetna Life Insurance & Annuity results, $22.7
    million increased Property-Casualty results, $.6 million increased
    International results and $7.6 million increased Corporate results.

(6) 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,
    $51.9 million ($79.8 million pretax) was allocated to Aetna Health
    Plans, $14.2 million ($21.9 million pretax) to Large Case Pensions,
    $20.0 million ($30.8 million pretax) to Aetna Life Insurance & Annuity,
    $95.6 million ($147.3 million pretax) to Property-Casualty, $7.1 million
    ($11.0 million pretax) to International, and $11.2 million ($17.2 million
    pretax) to Corporate.  Of the total 1992 charge, $26.7 million ($40.2
    million pretax) was allocated to Aetna Health Plans, $2.1 million
    ($3.1 million pretax) to Large Case Pensions, $3.9 million ($6.2
    million pretax) to Aetna Life Insurance & Annuity, $49.7 million
    ($75.4 million pretax) to Property-Casualty and $13.3 million
    ($20.1 million pretax) to Corporate.

</TABLE>


16.  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.  Only those reinsurance recoverables deemed probable 
of recovery are reflected as assets on the company's Consolidated 
Balance Sheets.


<PAGE> 104

Notes to Financial Statements (Continued)

16.  Reinsurance (Continued)

Prepaid reinsurance premiums were $.3 billion for both the years 
ended December 31, 1994 and 1993.  A summary of earned premiums 
for the years ended December 31 was as follows:

<TABLE>
<CAPTION>

                                                       Ceded to       Assumed
                                        Direct         Other          from Other     Net
(Millions)                              Amount         Companies      Companies      Amount    
_______________________________________________________________________________________________

1994                                                                                           
_______________________________________________________________________________________________

<S>                                     <C>            <C>            <C>            <C>
Life insurance                          $  2,082.9     $     64.6     $     37.8     $  2,056.1
Accident and health insurance              4,852.3           63.0           17.1        4,806.4
Property-casualty insurance                5,192.9        1,266.5          503.2        4,429.6
                                        _______________________________________________________
  Total earned premiums                 $ 12,128.1     $  1,394.1     $    558.1     $ 11,292.1
_______________________________________________________________________________________________
                                        _______________________________________________________

1993                                                                                          
_______________________________________________________________________________________________

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
_______________________________________________________________________________________________
                                        _______________________________________________________

</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 for both the 
years ended December 31, 1994 and 1993 and $1.7 billion for the 
year ended December 31, 1992.

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 $1.8 billion, $1.9 billion 
and $2.0 billion in 1994, 1993 and 1992, 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> 105

Notes to Financial Statements (Continued)

17.  Property-Casualty Reserves

The following represents changes in aggregate reserves for the 
property-casualty operations:  (1)(2)

<TABLE>
<CAPTION>
(Millions)                                              1994         1993         1992    
__________________________________________________________________________________________
<S>                                                     <C>          <C>          <C>
Gross unpaid claims and claim adjustment expenses
 at beginning of year                                   $ 15,848     $ 15,980     $ 15,408
  Less reinsurance recoverables                            4,410        4,233        4,001
                                                        __________________________________
Net unpaid claims and claim adjustment expenses
 at beginning of year                                     11,438       11,747       11,407
Incurred claims and claim adjustment expenses:
           Provision for insured events of the
            current year                                   3,631        3,724        4,407
           Increases in provision for insured
            events of prior years                            252           60 (3)      466
__________________________________________________________________________________________
Total incurred claims and claim adjustment expenses        3,883        3,784        4,873
__________________________________________________________________________________________
Payments:  Claims and claim adjustment expenses
            attributable to insured events of
            the current year                               1,375        1,204        1,560
           Claims and claim adjustment expenses
            attributable to insured events of
            prior years                                    2,783        2,889        2,973
__________________________________________________________________________________________
Total payments                                             4,158        4,093        4,533
__________________________________________________________________________________________
Net unpaid claims and claim adjustment expenses
 at end of the year                                       11,163       11,438       11,747
  Plus:  Reinsurance recoverables                          4,629        4,410        4,233
         Deductible amounts recoverable
          from policyholders                                 352            -            -
__________________________________________________________________________________________
Gross unpaid claims and claim adjustment expenses
 at end of the year                                     $ 16,144     $ 15,848     $ 15,980
__________________________________________________________________________________________
                                                        __________________________________
<FN>
(1) Excludes accident and health and group life businesses, for which there was not a
    material impact on results for 1994, 1993 and 1992 from emerging claim experience
    on prior year events.

(2) Includes International.

(3) Includes increases in provision for insured events of prior years of $674 million,
    offset by the cumulative effect adjustment related to the change in accounting to
    report workers' compensation life table indemnity claims on a discounted basis of
    $(514) million and the current year effect of this change in accounting of $(100)
    million related to the provision for insured events of prior years.
</TABLE>

Environmental and Asbestos-Related Claims

Reserving for environmental and asbestos-related claims is subject 
to significant uncertainties.  Because of these significant 
uncertainties, management is currently unable to make a reasonable 
estimate as to the ultimate amount of losses or a reasonable range 
of losses for all environmental and asbestos-related claims and 
related litigation expenses.  To the extent that such liabilities 
are not reasonably estimable, no reserve has been provided.  
However, reserves for these liabilities are evaluated by 
management regularly, and, subject to the significant 
uncertainties, adjustments have been and are expected to be made 
to such reserves as developing loss patterns and other information 
appear to warrant.

Environmental and asbestos-related loss and loss adjustment 
expense reserves, as reflected on the Consolidated Balance Sheets 
at December 31, were as follows (before reinsurance):




<TABLE>
<CAPTION>
(Millions)                             1994            1993  
_____________________________________________________________
<S>                                    <C>             <C>
Environmental Liability                $  436          $  234
Asbestos Bodily Injury                    296             248
Asbestos Property Damage                   30              29
                                       ______________________
  Total Environmental and
   Asbestos-Related Reserves           $  762          $  511
_____________________________________________________________
                                       ______________________

</TABLE>


<PAGE> 106

Notes to Financial Statements (Continued)

18.  Financial Instruments

Estimated Fair Value

The carrying values and estimated fair values of the company's 
financial instruments at December 31, 1994 and 1993 were as 
follows:

<TABLE>
<CAPTION>
(Millions)                                      1994                      1993         
_______________________________________________________________________________________
                                       Carrying     Fair         Carrying     Fair
                                       Value        Value        Value        Value
                                       ________     _____        ________     _____
<S>                                    <C>          <C>          <C>          <C>
Assets:
  Cash and cash equivalents            $ 2,953.6    $ 2,953.6    $ 1,557.8    $ 1,557.8
  Short-term investments                   450.4        450.4        669.9        669.9
  Debt securities                       37,111.5     37,101.9     41,544.5     41,690.9
  Equity securities                      1,655.6      1,655.6      1,658.9      1,658.9
  Mortgage loans                        11,843.6     11,525.9     14,839.2     14,940.6

Liabilities:
  Investment contract liabilities:
    With a fixed maturity              $11,562.3    $11,555.1    $13,738.0    $15,005.0
    Without a fixed maturity            11,250.6     10,927.9     12,188.0     12,224.0
  Short-term debt                           23.9         23.9         35.7         35.7
  Long-term debt                         1,114.7      1,009.4      1,160.0      1,202.7

</TABLE>


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.  In evaluating the company's 
management of interest rate and liquidity risk, and currency 
exposures, the fair values of all assets and liabilities should be 
taken into consideration, not only those presented above.

The following valuation methods and assumptions were used by the 
company in estimating the fair value of the above financial 
instruments:

Short-term instruments:  Fair values are based on quoted market 
prices or dealer quotations.  Where quoted market prices or dealer 
quotations are not available, the carrying amounts reported in the 
Consolidated Balance Sheets approximate fair value.  Short-term 
instruments have a maturity date of one year or less and include 
cash and cash equivalents, short-term investments and short-term 
debt.

Debt and equity securities:  Fair values are based on quoted 
market prices or dealer quotations.  Where quoted market prices or 
dealer quotations are not available, fair values are estimated by 
using quoted market prices for similar securities or discounted 
cash flow methods.

Mortgage loans:  Fair values are 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 estimates of 
mortgage loans of lower credit quality, including problem and 
restructured loans, are based on the estimated fair value of the 
underlying collateral.

<PAGE> 107

Notes to Financial Statements (Continued)

18.  Financial Instruments (Continued)

Investment contract liabilities (included in policyholders' funds 
left with the company):
With a fixed maturity:  Fair value is estimated by discounting 
cash flows at interest rates currently being offered by, or 
available to, the company for similar contracts.

Without a fixed maturity:  Fair value 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 on demand.

Long-term debt:  Fair value is based on quoted market prices for 
the same or similar issued debt or, if no quoted market prices are 
available, on the current rates estimated to be available to the 
company for debt of similar terms and remaining maturities.

Off-Balance-Sheet Financial Instruments (including Derivative 
Financial Instruments):

The notional amounts, carrying values and estimated fair values of 
the company's off-balance-sheet financial instruments at December 
31, 1994 and 1993 were as follows:

<TABLE>
<CAPTION>
                                                      Carrying
                                                       Value
                                        Notional       Asset           Fair
(Millions)                              Amount         (Liability)     Value
____________________________________________________________________________
1994                                                                        
____________________________________________________________________________
<S>                                     <C>            <C>             <C>
Foreign exchange forward contracts
  - sell:
  Related to net investments in
   foreign affiliates                   $497.8         $ .9            $ 4.7
  Related to investments in
   non-dollar denominated assets         266.9           .3              1.6
Foreign exchange forward contracts
  - buy:
  Related to net investments in
   foreign affiliates                     48.5          2.0              4.8
  Related to investments in
   non-dollar denominated assets          40.9          (.3)              .2
Futures contracts                        122.5           .1               .1
Forward contracts to purchase
 investments                               5.6            -                -
Interest rate swaps:
  Unrecognized gains                     429.4            -             20.7
  Unrecognized losses                    386.4            -            (18.3)

</TABLE>


<PAGE> 108

Notes to Financial Statements (Continued)

18.  Financial Instruments (Continued)

<TABLE>
<CAPTION>
                                                      Carrying
                                                      Value
                                       Notional       Asset          Fair
(Millions)                             Amount         (Liability)    Value
__________________________________________________________________________
1993                                                                      
__________________________________________________________________________
<S>                                    <C>            <C>            <C>
Foreign exchange forward contracts
  - sell:
  Related to net investments in
   foreign affiliates                  $534.0         $ 4.2          $  1.6
  Related to investments in
   non-dollar denominated assets        442.9           5.1            (2.6)
Foreign exchange forward contracts
  - buy:
  Related to net investments in
   foreign affiliates                    99.9           3.6            5.0
  Related to investments in
   non-dollar denominated assets         27.9          (1.6)            (.3)
Futures contracts                       141.2            .1              .1
Forward contracts to purchase
 investments                            273.6             -            (1.4)
Interest rate swaps:
  Unrecognized gains                    386.4             -            18.3
  Unrecognized losses                   529.4             -           (29.7)

</TABLE>


The notional amounts of these instruments do not represent the 
company's risk of loss.  The fair value amounts of these 
instruments was estimated based on quoted market prices, dealer 
quotations or internal price estimates believed to be comparable 
to dealer quotations.  These amounts reflect the estimated amounts 
that the company would have to pay or would receive if the 
contracts were terminated.

The company engages in hedging activities to manage foreign 
exchange and interest rate risk.  Such hedging activities have 
principally consisted of using off-balance-sheet instruments 
including foreign exchange forward contracts, futures and forward 
contracts, and interest rate swap agreements.   All of these 
instruments involve, to varying degrees, elements of market risk 
and credit risk in excess of the amounts recognized in the 
Consolidated Balance Sheets.  The company evaluates the risks 
associated with off-balance-sheet financial instruments in a 
manner similar to that used to evaluate the risks associated with 
on-balance-sheet financial instruments.  (Please see General 
Account Investments - Use of Derivatives and Other Investments on 
pages 56 and 57 of the Management's Discussion and Analysis of 
Financial Condition and Results of Operations.)  Market risk is 
the possibility that future changes in market prices may make a 
financial instrument less valuable.  For off-balance-sheet 
financial instruments used for hedging, such market price changes 
are generally offset by the market price changes in the hedged 
instruments held by the company.  Credit risk arises from the 
possibility that counterparties may fail to perform under the 
terms of the contract, which could result in an unhedged position.  
However, unlike on-balance-sheet financial instruments, where 
credit risk generally is represented by the notional or principal 
amount, the off-balance-sheet financial instruments' risk of 
credit loss generally is significantly less than the notional 
value of the instrument and is represented by the positive fair 
value of the instrument.  The company generally does not require 
collateral or other security to support the financial instruments 
discussed below.  However, the company controls its exposure to 
credit risk through credit approvals, credit limits and regular 
monitoring procedures.  There were no material concentrations of 
off-balance-sheet financial instruments at December 31, 1994.

<PAGE> 109

Notes to Financial Statements (Continued)

18.  Financial Instruments (Continued)

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 utilizes foreign 
exchange forward contracts to hedge its foreign currency exposure 
arising from certain investments in foreign affiliates (primarily 
Canada, Great Britain and Malaysia) and non-dollar denominated 
investment securities. The company generally utilizes foreign 
currency contracts with terms of up to three months.

At December 31, 1994, the company had unhedged foreign currency 
exposures of $238.1 million and $154.6 million related to net 
investments in foreign affiliates (primarily Taiwan, Mexico and 
Chile) and investments in non-dollar denominated assets, 
respectively, for which effective markets for hedging vehicles do 
not currently exist.

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.  Futures 
contracts trade on organized exchanges and, therefore, have 
minimal credit risk.

Interest Rate Swaps:

The company utilizes interest rate swaps to manage certain 
exposures related to changes in interest rates.  This swap 
activity includes transactions which were entered into in prior 
years where the company acts as an intermediary for entities whose 
debt the company has guaranteed to allow them to convert variable 
rate debt to a fixed rate, with the company retaining no interest 
rate risk.  (Please refer to Note 19.)  Interest rate swap 
activity also includes exchanging variable rate asset returns for 
fixed rate returns.


<PAGE> 110

Notes to Financial Statements (Continued)

19.  Commitments and Contingent Liabilities

Commitments

Commitments to extend credit are legally binding agreements to 
lend monies 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 reduced 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, 1994 and 
1993, the company had $139.6 million and $130.2 million, 
respectively, in commitments to fund partnerships and $4.0 million 
and $64.0 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, 1994 and 1993 was $728.3 
million and $930.3 million, respectively.  Future runoff of 
financial guarantees as of December 31, 1994 is estimated to be 
$205.1 million for 1995, $29.2 million for 1996, $136.5 million 
for 1997, $277.5 million for 1998, $5.1 million for 1999 and $74.9 
million thereafter.  It is 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 $47.7 million and $80.2 million at 
December 31, 1994 and 1993, respectively. Premium income received 
from such guarantees is recognized pro rata over the contract 
coverage period.


<PAGE> 111

Notes to Financial Statements (Continued)

19.  Commitments and Contingent Liabilities (Continued)

Reinsurance Agreement

In connection with the sale of Am Re (please 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 were 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 has not yet been required to make any payments under this 
agreement, though it is reasonably possible that it may be 
required to do so in the future.

Leases

The company has entered into operating leases for office space and 
certain computer and other equipment.  Rental expenses for these 
items were $250.1 million, $267.4 million and $312.0 million for 
1994, 1993 and 1992, respectively.  Future net minimum payments 
under non-cancelable leases as of December 31, 1994 are estimated 
to be $190.9 million for 1995, $161.7 million for 1996, $134.7 
million for 1997, $103.4 million for 1998, $86.5 million for 1999 
and $663.2 million thereafter.

Included in these future payments are $131.7 million and $369.4 
million, attributable to the next five and subsequent nine years, 
respectively, of a subordinated master lease for office space.  
The company, as the major subleasee, is obligated to pay $53.9 
million for its own space during the next five years.

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 dismissed with 
prejudice all federal antitrust claims in all of the complaints 
before it.  The court declined to exercise jurisdiction over the 
state claims in the attorneys general complaints.  The U.S. Court 
of Appeals for the Ninth Circuit subsequently reversed the 
District Court's dismissal of the federal antitrust claims and, 
after further proceedings, the U.S. Supreme Court agreed to review 
the Court of Appeals' decision.


<PAGE> 112

Notes to Financial Statements (Continued)

19.  Commitments and Contingent Liabilities (Continued)

Litigation (Continued)

In June 1993, the Supreme Court returned the suit to the Court of 
Appeals.  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.  After 
further proceedings the District Court ordered the parties to 
undertake discovery on the remaining issues.

On October 5, 1994, all of the plaintiffs signed a letter 
evidencing a settlement in principle of the litigation with all 
the defendants, including Aetna.  The agreement provides that the 
defendants will pay plaintiffs an aggregate of $36 million plus 
the costs of class notice (currently estimated at $2 million).  
Aetna's share of the settlement is not material.  The settlement 
has received preliminary court approval, and notice of the 
settlement terms has been sent to class members.  The settlement 
is subject to final court approval, and a hearing regarding such 
approval is scheduled to occur in the first half of 1995.

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 
environmental and asbestos-related claims.  These lawsuits and 
other factors make reserving for these claims subject to 
significant uncertainties.

While the ultimate outcome of the litigation described herein 
cannot be determined at this time, such litigation (other than 
that related to environmental and asbestos-related claims, which 
is subject to significant uncertainties), net of reserves 
established therefor and giving effect to reinsurance probable of 
recovery, is not expected to result in judgments for amounts 
material to the financial condition of the company, although it 
may adversely affect results of operations in future periods.  The 
company is expected to be affected adversely in the future by 
losses for environmental and asbestos-related claims and related 
litigation expenses and such effect could be material to the 
company's future results, liquidity and/or capital resources.


<PAGE> 113

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, 1994 and 
1993, 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, 1994.  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, 1994 and 1993, and the results of their operations 
and their cash flows for each of years in the three-year period 
ended December 31, 1994, 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.





/s/ KPMG Peat Marwick LLP
Hartford, Connecticut
February 7, 1995


<PAGE> 114

Quarterly Data (Unaudited)

<TABLE>
<CAPTION>

(Millions, except per share data)         First          Second         Third          Fourth   
________________________________________________________________________________________________

<S>                                       <C>            <C>            <C>            <C>
1994 (1)(2)(3)                                                                                  
________________________________________________________________________________________________

Total revenue                             $ 4,313.6      $ 4,405.0      $ 4,385.1      $ 4,421.0
________________________________________________________________________________________________

Income from continuing
 operations before income taxes           $    56.4      $   188.2      $   177.9      $   235.8
Federal and foreign income taxes               10.7           55.8           48.5           75.8
                                          ______________________________________________________
  Net income                              $    45.7      $   132.4      $   129.4      $   160.0
________________________________________________________________________________________________
Per Share Results:
  Net income                              $     .40      $    1.17      $    1.15      $    1.42
________________________________________________________________________________________________
Common Stock Data:
Dividends Declared                        $     .69      $     .69      $     .69      $     .69
Common Stock Prices, High                     65.75          57.88          57.50          48.00
Common Stock Prices, Low                      53.13          50.00          45.13          43.25
________________________________________________________________________________________________

<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 1994 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 $22.2 million, $19.8 million, $17.9 million and $6.5 million for the first,
    second, third and fourth quarters of 1994, respectively.

(2) First quarter 1994 net income includes catastrophe losses of $123.8 million,
    after-tax, related primarily to the Los Angeles earthquake and severe winter weather.

(3) Second quarter 1994 net income includes prior year reserve additions of $82.4
    million, after-tax, primarily related to environmental indemnity claims, offset by
    $53.5 million after-tax of prior year reserve releases in the personal auto business.

</TABLE>


<PAGE> 115

Quarterly Data (Unaudited) - (Continued)

<TABLE>
<CAPTION>
(Millions, except per share data)           First         Second        Third         Fourth    
________________________________________________________________________________________________
<S>                                         <C>           <C>           <C>           <C>
1993 (1)(2)(3)(4)(5)                                                                            
________________________________________________________________________________________________
Total revenue                               $  4,319.9    $  4,349.9    $  4,328.1    $  4,205.8
________________________________________________________________________________________________
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, and a benefit of $26.3 million related to the cumulative effect of the
    change in accounting for retrospectively rated reinsurance contracts.

(3) 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%.

(4) 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.

(5) The 1993 fourth quarter results reflect the following:  a loss of $825.0 million
    ($1.3 billion pretax) on the discontinuance of fully guaranteed large case pension
    products; an after-tax severance and facilities charge of $200.0 million ($308.0
    million pretax); and 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> 116

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 1994 annual report to shareholders of Aetna Life and 
Casualty Company:

<TABLE>

<CAPTION>

Page No. in this Exhibit      Description
________________________      ______________________________________________________

<S>                           <C>

           46                 Debt Securities Quality Ratings

           46                 Debt Securities Investments by Market Sector

           51                 Problem, Potential Problem and Restructured Mortgage
                                Loans by Property Type

           51                 Geographic Distribution of Problem, Potential Problem
                                and Restructured Mortgage Loans

           54                 Equity Real Estate by Property Type

           54                 Geographic Distribution of Equity Real Estate

</TABLE>




<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 Capital L.L.C.                    DE                95% owned by Aetna Life and Casualty Company(2)
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
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
Aeltus Investment Management, Inc       CT                100% owned by Aetna Life Insurance 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 Series Fund                       MD                7% owned by Aetna Life Insurance
                                                             and Annuity Company(3)
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                96% owned by Aetna Life Insurance
                                                             and Annuity Company(4)
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 Capital Holdings, Inc.            CT                100% owned by Aetna International, Inc.
Aetna Realty Investors, Inc.            DE                100% owned by Aeltus Investment Management,
                                                             Inc.
Aeltus Capital, Inc.                    CT                100% owned by Aeltus Investment Management,
                                                             Inc.
Smith Whiley & Company                  DE                40% owned by Aeltus Investment Management,
                                                             Inc.

<FN>

(1)  Percentages are rounded to the nearest whole percent and are based on ownership of
     voting rights.

(2)  Aetna Capital Holdings, Inc. owns 5% of Aetna Capital L.L.C.

(3)  Aetna Life Insurance Company owns 10% and The Aetna Casualty and Surety Company owns 1%.

(4)  Aetna Life Insurance Company owns 4% of the outstanding total stock of Aetna Variable Fund.

</TABLE>


<PAGE> 2

<TABLE>

<CAPTION>

                                        State of
Subsidiary                              Incorporation     Ownership (1)                             
_____________________________________   ______________    __________________________________________

<S>                                     <C>               <C>

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.
Aetna Health Plans of Illinois, Inc.    IL                100% owned by AHP Holdings, Inc.
Aetna Health Plans of the 
   Carolinas, Inc.                      NC                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.
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.
Med Southwest, Inc.                     TX                55% owned by AHP Holdings, Inc.
PHPSNE Parent Corporation               DE                55% 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 Plans of Arizona, Inc.     AZ                100% 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 Risk, Inc.                    DE                39% owned by The Aetna Casualty
                                                             and Surety Company
Farmington Casualty Company             CT                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.
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, Inc.                      DE                100% owned by Executive Risk, Inc.
Aetna Health Plans of California,                         100% owned by Partners Acquisition
   Inc.                                 CA                   Company, Inc.
Aetna Government Health Plans, Inc.     CA                100% owned by Parters Acquisition Company,
                                                             Inc.
Executive Re Indemnity, Inc.            DE                100% owned by Executive Re, 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. 33-52819 and No. 33-52819-01 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 7, 1995, relating to the consolidated 
balance sheets of Aetna Life and Casualty Company and Subsidiaries as of 
December 31, 1994 and 1993 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, 1994, 
which reports appear in or are incorporated by reference in the December 
31, 1994 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  /s/ KPMG Peat Marwick LLP
                                    _____________________
                                       (Signature)
                                    KPMG Peat Marwick LLP


Hartford, Connecticut
March 17, 1995




<PAGE> 1

                            POWER OF ATTORNEY


We, the undersigned directors and officers of Aetna Life and Casualty 
Company (the "Company"), hereby severally constitute and appoint Zoe 
Baird, Robert E. Broatch and Robert J. Price, and each of them 
individually, our true and lawful attorneys, with full power to them and 
each of them to sign for us, and in our names and in the capacities 
indicated below, the Company's 1994 Form 10-K and any and all amendments 
thereto to be filed with the Securities and Exchange Commission under 
the Securities Exchange Act of 1934, hereby ratifying and confirming our 
signatures as they may be signed by our said attorneys to the Form 10-K 
and to any and all amendments thereto.

WITNESS our hands and common seal on this 24th day of February, 1995.


<TABLE>

<CAPTION>

<S>                                       <C>

/s/ Ronald E. Compton                     /s/ Gerald Greenwald          
_____________________________             ______________________________
Ronald E. Compton                         Gerald Greenwald
Chairman, President and Director          Director
(Principal Executive Officer)


/s/ Wallace Barnes                        /s/ Michael H. Jordan         
_____________________________             ______________________________
Wallace Barnes                            Michael H. Jordan
Director                                  Director


/s/ John F. Donahue                                                     
_____________________________             ______________________________
John F. Donahue                           Jack D. Kuehler
Director                                  Director


/s/ William H. Donaldson                  /s/ Frank R. O'Keefe, Jr.     
_____________________________             ______________________________
William H. Donaldson                      Frank R. O'Keefe, Jr.
Director                                  Director


/s/ Barbara Hackman Franklin              /s/ David M. Roderick         
_____________________________             ______________________________
Barbara Hackman Franklin                  David M. Roderick
Director                                  Director


                                          /s/ Richard L. Huber          
_____________________________             ______________________________
Earl G. Graves                            Richard L. Huber
Director                                  Vice Chairman for Strategy and Finance
                                          (Principal Financial Officer)

</TABLE>


<PAGE> 2

                            POWER OF ATTORNEY


We, the undersigned directors and officers of Aetna Life and Casualty 
Company (the "Company"), hereby severally constitute and appoint Zoe 
Baird, Robert E. Broatch and Robert J. Price, and each of them 
individually, our true and lawful attorneys, with full power to them and 
each of them to sign for us, and in our names and in the capacities 
indicated below, the Company's 1994 Form 10-K and any and all amendments 
thereto to be filed with the Securities and Exchange Commission under 
the Securities Exchange Act of 1934, hereby ratifying and confirming our 
signatures as they may be signed by our said attorneys to the Form 10-K 
and to any and all amendments thereto.

WITNESS our hands and common seal on this 3rd day of March, 1995.


<TABLE>

<CAPTION>

<S>                                       <C>

                                                                        
_____________________________             ______________________________
Ronald E. Compton                         Gerald Greenwald
Chairman, President and Director          Director
(Principal Executive Officer)


                                                                        
_____________________________             ______________________________
Wallace Barnes                            Michael H. Jordan
Director                                  Director


                                          /s/ Jack D. Kuehler           
_____________________________             ______________________________
John F. Donahue                           Jack D. Kuehler
Director                                  Director


                                                                        
_____________________________             ______________________________
William H. Donaldson                      Frank R. O'Keefe, Jr.
Director                                  Director


                                                                        
_____________________________             ______________________________
Barbara Hackman Franklin                  David M. Roderick
Director                                  Director


/s/ Earl G. Graves                                                      
_____________________________             ______________________________
Earl G. Graves                            Richard L. Huber
Director                                  Vice Chairman for Strategy and Finance
                                          (Principal Financial Officer)

</TABLE>




<TABLE> <S> <C>

<ARTICLE> 7
<LEGEND>
This schedule contains summary financial information extracted from the
financial statements contained in the Form 10-K for the fiscal year ended
December 31, 1994 for Aetna Life and Casualty Company and is qualified in its
entirety by reference to such statements.
</LEGEND>
<MULTIPLIER> 1,000,000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-END>                               DEC-31-1994
<DEBT-HELD-FOR-SALE>                            35,111
<DEBT-CARRYING-VALUE>                            2,001
<DEBT-MARKET-VALUE>                              1,991
<EQUITIES>                                       1,656
<MORTGAGE>                                      11,844
<REAL-ESTATE>                                    1,546
<TOTAL-INVEST>                                  54,293
<CASH>                                           2,954
<RECOVER-REINSURE>                               5,011
<DEFERRED-ACQUISITION>                           2,015
<TOTAL-ASSETS>                                  94,173
<POLICY-LOSSES>                                 17,979
<UNEARNED-PREMIUMS>                              1,605
<POLICY-OTHER>                                  17,478
<POLICY-HOLDER-FUNDS>                           23,223
<NOTES-PAYABLE>                                  1,115
<COMMON>                                         1,419
                                0
                                          0
<OTHER-SE>                                       4,084
<TOTAL-LIABILITY-AND-EQUITY>                    94,173
                                      11,292
<INVESTMENT-INCOME>                              4,464
<INVESTMENT-GAINS>                                (55)
<OTHER-INCOME>                                   1,824
<BENEFITS>                                      12,397
<UNDERWRITING-AMORTIZATION>                        750
<UNDERWRITING-OTHER>                                 0
<INCOME-PRETAX>                                    658
<INCOME-TAX>                                       191
<INCOME-CONTINUING>                                467
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       467
<EPS-PRIMARY>                                     4.14
<EPS-DILUTED>                                        0<F1>
<RESERVE-OPEN>                                  11,438<F2>
<PROVISION-CURRENT>                              3,631
<PROVISION-PRIOR>                                  252
<PAYMENTS-CURRENT>                               1,375
<PAYMENTS-PRIOR>                                 2,783
<RESERVE-CLOSE>                                 11,163<F2>
<CUMULATIVE-DEFICIENCY>                          (252)
<FN>
<F1>There is not a significant difference between primary and fully diluted
earnings per share.
<F2>Amounts are net of reinsurance recoverables.  Reserve-close is also net of
deductible amounts recoverable from policyholders.
</FN>
        


</TABLE>


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