AETNA LIFE & CASUALTY CO
10-Q, 1995-10-27
LIFE INSURANCE
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<PAGE> 1

                SECURITIES AND EXCHANGE COMMISSION

                       Washington, D.C.  20549

                             Form 10-Q

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


For the quarterly period ended  September 30, 1995 
                               ____________________

Commission file number  1-5704 
                       ________

                    Aetna Life and Casualty Company                        
___________________________________________________________________________

(Exact name of registrant as specified in its charter)


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


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


Registrant's telephone number, including area code     (860) 273-0123      
                                                     ______________________



Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 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 the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.


                                               Shares Outstanding
   Title of Class                            at September 30, 1995 
  ________________                          _______________________


Common Capital Stock                              114,314,806      
 without par value


<PAGE> 2

                             TABLE OF CONTENTS
                             _________________


                                                           Page
                                                           ____

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements.

         Consolidated Statements of Income                   3
         Consolidated Balance Sheets                         4
         Consolidated Statements of Shareholders'
           Equity                                            6
         Consolidated Statements of Cash Flows               7
         Condensed Notes to Financial Statements             8
         Independent Auditors' Review Report                20

Item 2.  Management's Discussion and Analysis of
           Financial Condition and Results of
           Operations.                                      21


PART II. OTHER INFORMATION

Item 1.  Legal Proceedings.                                 47

Item 5.  Other Information.                                 47

Item 6.  Exhibits and Reports on Form 8-K.                  48


Signatures                                                  49


<PAGE> 3

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements.

                AETNA LIFE AND CASUALTY COMPANY AND SUBSIDIARIES

                       CONSOLIDATED STATEMENTS OF INCOME

<TABLE>

<CAPTION>

                                                 Three Months Ended          Nine Months Ended
                                                   September 30,               September 30,        
                                              __________________________  _________________________
(Millions, except share and per share data)   1995         1994           1995          1994
                                              ____         ____           ____          ____

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

Revenue:
  Premiums..................................  $   2,856.0  $   2,858.7    $    8,610.7  $   8,440.0
  Net investment income.....................      1,118.4      1,111.2         3,344.9      3,358.7
  Fees and other income.....................        495.3        454.7         1,478.0      1,381.1
  Net realized capital losses...............          (.5)       (31.7)          (32.8)       (51.0)
                                              ___________  ___________    ____________   __________
      Total revenue.........................      4,469.2      4,392.9        13,400.8     13,128.8
                                              ___________  ___________    ____________   __________

Benefits and expenses:
  Current and future benefits...............      2,991.4      3,136.9         9,881.2      9,369.0
  Operating expenses........................        969.8        863.3         2,866.8      2,745.3
  Amortization of deferred policy
    acquisition costs.......................        191.6        214.8           575.4        592.0
                                              ___________  ___________    ____________  ___________
      Total benefits and expenses...........      4,152.8      4,215.0        13,323.4     12,706.3
                                              ___________  ___________    ____________  ___________

Income before income taxes..................        316.4        177.9            77.4        422.5
Federal and foreign income taxes (benefits):
  Current...................................        106.7        (27.6)           80.3        (53.2)
  Deferred..................................         (2.4)        76.1           (78.9)       168.2
                                              ___________  ___________    ____________  ___________
      Total federal and foreign income taxes
        (benefits)..........................        104.3         48.5             1.4        115.0
                                              ___________  ___________    ____________  ___________

      Net income............................  $     212.1  $     129.4    $       76.0  $     307.5
                                              ___________  ___________    ____________  ___________
                                              ___________  ___________    ____________  ___________

Results per common share:
   Net income..............................   $      1.86  $      1.15    $        .67  $      2.73
                                              ___________  ___________    ____________  ___________
                                              ___________  ___________    ____________  ___________
   Dividends declared......................   $       .69  $       .69    $       2.07  $      2.07
                                              ___________  ___________    ____________  ___________
                                              ___________  ___________    ____________  ___________

   Weighted average common shares
     outstanding............................. 114,370,702  112,854,480     113,522,029  112,899,393
                                              ___________  ___________     ___________  ___________
                                              ___________  ___________     ___________  ___________

<FN>

See Condensed Notes to Financial Statements.

</TABLE>


<PAGE> 4

         AETNA LIFE AND CASUALTY COMPANY AND SUBSIDIARIES

                    CONSOLIDATED BALANCE SHEETS

<TABLE>

<CAPTION>

                                            September 30,     December 31,
(Millions)                                      1995              1994    
                                            _____________     ____________

<S>                                         <C>               <C>

Assets:
Investments:
  Debt securities:
    Held for investment, at amortized
     cost (fair value $1,916.1 and
      $1,991.2).......................      $   1,888.1       $  2,000.8
    Available for sale, at fair value
     (amortized cost $38,104.8 and
      $36,984.2)......................         39,210.7         35,110.7
  Equity securities, at fair value
   (cost $1,181.9 and $1,326.9).......          1,652.1          1,655.6
  Short-term investments..............            866.7            450.4
  Mortgage loans......................         10,446.1         11,843.6
  Real estate.........................          1,654.5          1,545.7
  Policy loans........................            593.7            533.8
  Other...............................          1,026.6          1,152.7
                                            ___________       __________
      Total investments...............         57,338.5         54,293.3
Cash and cash equivalents.............          2,580.6          2,953.6
Reinsurance recoverables and
 receivables..........................          5,226.3          5,011.0
Accrued investment income.............            775.9            777.2
Premiums due and other receivables....          1,797.6          1,722.9
Federal and foreign income taxes:
  Current.............................             45.1             18.3
  Deferred............................          1,097.4          1,266.7
Deferred policy acquisition costs.....          2,175.1          2,014.7
Other assets..........................          2,046.9          1,992.2
Separate Accounts assets..............         28,569.6         24,122.6
                                            ___________       __________
      Total assets....................      $ 101,653.0       $ 94,172.5
                                            ___________       __________
                                            ___________       __________

<FN>

See Condensed Notes to Financial Statements.

</TABLE>


<PAGE> 5

        AETNA LIFE AND CASUALTY COMPANY AND SUBSIDIARIES

                   CONSOLIDATED BALANCE SHEETS
                           (Continued)

<TABLE>

<CAPTION>

                                                       September 30,     December 31,
(Millions, except share and per share data)                1995              1994    
                                                       _____________     ____________

<S>                                                    <C>               <C>

Liabilities:
  Future policy benefits........................       $  17,958.0       $ 17,979.2
  Unpaid claims and claim expenses..............          18,062.1         17,478.3
  Unearned premiums.............................           1,642.3          1,604.9
  Policyholders' funds left with the company....          23,623.7         23,223.1
                                                       ___________       __________
      Total insurance reserve liabilities.......          61,286.1         60,285.5
  Dividends payable to shareholders.............              78.9             77.7
  Short-term debt...............................              69.5             23.9
  Long-term debt................................           1,121.1          1,114.7
  Other liabilities.............................           3,219.5          2,718.6
  Participating policyholders' interests........             192.4            170.5
  Separate Accounts liabilities.................          28,509.5         24,003.6
                                                       ___________       __________
      Total liabilities.........................          94,477.0         88,394.5
                                                       ___________       __________

Minority interest in preferred securities
 of subsidiary..................................             275.0            275.0
                                                       ___________       __________

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 114,314,806
   and 112,657,758 outstanding).................           1,425.6          1,419.2
  Net unrealized capital gains (losses).........             401.4         (1,071.5)
  Retained earnings.............................           5,099.4          5,259.6
  Treasury stock, at cost (624,469 and
   2,281,517 shares)............................             (25.4)          (104.3)
                                                       ___________       __________

      Total shareholders' equity................           6,901.0          5,503.0
                                                       ___________       __________

      Total liabilities, minority interest
       and shareholders' equity.................       $ 101,653.0       $ 94,172.5
                                                       ___________       __________
                                                       ___________       __________

  Shareholders' equity per common share.........       $     60.37       $    48.85
                                                       ___________       __________
                                                       ___________       __________

<FN>

See Condensed Notes to Financial Statements.

</TABLE>


<PAGE> 6

                AETNA LIFE AND CASUALTY COMPANY AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

<TABLE>

<CAPTION>

(Millions, except share data)

                                                                   Net
                                                      Common       Unrealized
                                                      Capital      Capital           Retained     Treasury
Nine Months Ended September 30, 1995    Total         Stock        Gains (Losses)    Earnings     Stock   
__________________________________________________________________________________________________________

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

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

Net Income............................       76.0                                         76.0
Net change in unrealized capital gains
  and losses..........................    1,472.9                    1,472.9
Common stock issued for benefit plans
(1,657,048 shares)....................       78.9                                                     78.9
Gain on issuance of treasury stock....        6.4           6.4
Common stock dividends declared.......     (236.2)                                      (236.2)             
                                      ____________________________________________________________________


Balances at September 30, 1995          $ 6,901.0     $ 1,425.6    $   401.4       $   5,099.4    $  (25.4)
__________________________________________________________________________________________________________
                                      ____________________________________________________________________


Nine Months Ended September 30, 1994                                                                           
__________________________________________________________________________________________________________ 

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

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

Net income............................      307.5                                        307.5
Net change in unrealized capital gains
  and losses..........................   (1,280.3)                  (1,280.3)
Common stock issued for benefit plans
(441,338 shares)......................       25.2                                                     25.2
Loss on issuance of treasury stock....       (4.5)         (4.5)
Common stock dividends declared.......     (233.3)                                      (233.3)           
                                      ____________________________________________________________________


Balances at September 30, 1994          $ 5,857.7     $ 1,417.5    $  (632.1)        $ 5,177.5    $ (105.2)
__________________________________________________________________________________________________________
                                      ____________________________________________________________________

<FN>

See Condensed Notes to Financial Statements.

</TABLE>


<PAGE> 7

              AETNA LIFE AND CASUALTY COMPANY AND SUBSIDIARIES

                    CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>

<CAPTION>
                                                                           Nine Months Ended
                                                                             September 30,      
                                                                       _________________________
(Millions)                                                             1995            1994
                                                                       ____            ____

<S>                                                                    <C>             <C>

Cash Flows from Operating Activities:
   Net income........................................................  $    76.0       $   307.5
   Adjustments to reconcile net income to net cash provided by
    (used for) operating activities:
      Decrease in accrued investment income..........................        2.9            42.4
      Increase in premiums due and other receivables.................      (32.3)         (190.4)
      Increase in reinsurance recoverables and receivables...........     (210.1)          (94.4)
      Increase in deferred policy acquisition costs..................     (147.4)         (132.9)
      Depreciation and amortization..................................      140.9           142.9
      (Decrease) Increase in federal and foreign income taxes........      127.9            (7.2)
      Net decrease in other assets and other liabilities.............     (103.4)         (558.5)
      Increase in insurance reserve liabilities......................      323.1           465.9 
      Net sales of debt trading securities...........................          -            52.3
      Decrease (Increase) in minority interest.......................       10.2           (18.6)
      Net realized capital losses....................................       32.8            51.0
      Amortization of net investment discount........................      (77.6)          (66.3)
      Other, net.....................................................      (29.8)           (1.3)
                                                                       _________       _________
        Net cash provided by (used for) operating activities.........      113.2            (7.6)
                                                                       _________       _________
Cash Flows from Investing Activities:
   Proceeds from sales of:
      Debt securities available for sale.............................   12,617.2        16,659.5
      Debt securities held for investment............................          -             5.6
      Equity securities..............................................    1,083.9           496.7
      Mortgage loans.................................................      113.6           123.2
      Real estate....................................................      208.7           449.7
      Short-term investments.........................................   42,029.7        45,409.7
   Investment repayments of:
      Debt securities available for sale.............................    2,358.3         2,804.6
      Debt securities held for investment............................      277.6           498.2
      Mortgage loans.................................................    1,038.5         1,662.6
   Cost of investments in:
      Debt securities available for sale.............................  (15,935.3)      (19,657.4)
      Debt securities held for investment............................     (144.8)           (5.3)
      Equity securities..............................................     (674.0)         (595.4)
      Mortgage loans.................................................     (148.2)         (211.9)
      Real estate....................................................     (124.1)          (31.4)
      Short-term investments.........................................  (42,463.1)      (45,386.9)
   Increase in property, plant & equipment...........................     (118.9)          (97.2)
   Net decrease in Separate Accounts.................................       58.7             3.7
   Other, net........................................................      (93.8)         (189.1)
                                                                       _________       _________
     Net cash provided by investing activities.......................       84.0         1,938.9
                                                                       _________       _________
Cash Flows from Financing Activities:
   Deposits and interest credited for investment contracts...........    2,357.8         2,526.3
   Withdrawals of investment contracts...............................   (2,829.9)       (3,220.9)
   Issuance of long-term debt........................................        6.8            66.5
   Stock issued under benefit plans..................................       85.3            20.7
   Repayment of long-term debt.......................................       (1.9)          (91.9)
   Net increase in short-term debt...................................       45.6           110.4
   Dividends paid to shareholders....................................     (236.2)         (233.3)
                                                                       _________       _________
     Net cash used for financing activities..........................     (572.5)         (822.2)
                                                                       _________       _________
Effect of exchange rate changes on cash and cash
   equivalents.......................................................        2.3            (2.0)
                                                                       _________       _________
Net (decrease) increase in cash and cash equivalents.................     (373.0)        1,107.1
Cash and cash equivalents, beginning of period.......................    2,953.6         1,557.8
                                                                       _________       _________
Cash and cash equivalents, end of period.............................  $ 2,580.6       $ 2,664.9
                                                                       _________       _________
                                                                       _________       _________

Supplemental Cash Flow Information:
   Interest paid.....................................................  $   101.7       $    81.4
                                                                       _________       _________
                                                                       _________       _________
   Income taxes paid.................................................  $    84.1       $   117.4
                                                                       _________       _________
                                                                       _________       _________

<FN>
See Condensed Notes to Financial Statements.
</TABLE>

<PAGE> 8

     AETNA LIFE AND CASUALTY COMPANY AND SUBSIDIARIES

           CONDENSED NOTES TO FINANCIAL STATEMENTS

(1)  Basis of Presentation

The consolidated financial statements include Aetna Life and 
Casualty Company and its majority-owned subsidiaries 
(collectively, the "company").  Less than majority-owned entities 
in which the company has at least a 20% interest are reported on 
the equity basis.  These consolidated financial statements have 
been prepared in accordance with generally accepted accounting 
principles and are unaudited.  Certain reclassifications have been 
made to 1994 financial information to conform to 1995 
presentation.  These interim statements necessarily rely heavily 
on estimates, including assumptions as to annualized tax rates.  
In the opinion of management, all adjustments necessary for a fair 
statement of results for the interim periods have been made.  All 
such adjustments are of a normal, recurring nature.

(2)  Future Application of Accounting Standards

In March 1995, the Financial Accounting Standards Board issued 
Financial Accounting Standard ("FAS") No. 121, Accounting for 
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of.  
This statement requires write down to fair value when long-lived 
assets to be held and used are impaired.  The statement also 
requires long-lived assets to be disposed of (e.g., real estate 
held for sale) to be carried at the lower of cost or fair value 
less estimated selling costs and does not allow such assets to be 
depreciated.  This statement will be effective for 1996 financial 
statements, although earlier adoption is permissible.  The company 
has not yet determined the timing of adoption of this statement, 
however, the impact on earnings is not expected to be material.

In October 1995, the Financial Accounting Standards Board issued 
FAS No. 123, Accounting for Stock-Based Compensation.  This 
statement addresses the accounting for the cost of stock-based 
compensation, such as stock options.  FAS No. 123 permits either 
expensing the cost of stock-based compensation over the vesting 
period or disclosing in the financial statement footnotes what this 
expense would have been.  This cost would be measured at the grant 
date based upon estimated fair values, using option pricing models.  
The requirements of this statement will be effective for 1996 
financial statements, although earlier adoption is permissible if 
an enterprise elects to expense the cost of stock-based 
compensation.  The company is currently evaluating the disclosure 
and expense recognition alternatives as permitted by this 
statement.

<PAGE> 9

     AETNA LIFE AND CASUALTY COMPANY AND SUBSIDIARIES

           CONDENSED NOTES TO FINANCIAL STATEMENTS
                       (Continued)

(3)  Insurance Liabilities

Workers' compensation life table indemnity reserves are discounted 
at 5% for voluntary business and 3.5% for involuntary business, with 
mortality assumptions that reflect current company and industry 
experience.  Workers' compensation life table indemnity reserves 
totaled $713 million at September 30, 1995, which was 21% of the 
total workers' compensation reserves for unpaid claims and claim 
adjustment expenses.  Certain other property-casualty reserves with 
fixed and determinable payment patterns over periods of up to 7 
years, including reserves related to a small number of environmental 
and asbestos-related claim settlements with such payment patterns, 
have also been discounted.  The risk free rates used in discounting 
such reserves range from 4% to 7%, and the amount of such discounted 
reserves was approximately $187 million at September 30, 1995.

(4)  Discontinued Products

Results of discontinued fully guaranteed large case pension 
products (guaranteed investment contracts ("GICs") and single-
premium annuities ("SPAs")) for the three and nine months ended 
September 30, 1995 and 1994 were charged to the reserve for 
anticipated future losses 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.  Management believes the reserve for anticipated losses 
at September 30, 1995 is adequate to provide for future losses 
associated with these products.  To the extent that actual future 
losses differ from anticipated future losses, the company's 
results of operations would be affected.  (Please refer to the 
company's 1994 Annual Report to Shareholders for a more complete 
discussion of the reserve for anticipated future losses on 
discontinued products.)

<PAGE> 10

     AETNA LIFE AND CASUALTY COMPANY AND SUBSIDIARIES

           CONDENSED NOTES TO FINANCIAL STATEMENTS
                       (Continued)


(4)  Discontinued Products (Continued)

Results of discontinued products were as follows (pretax, in 
millions):

<TABLE>
<CAPTION>
                                                                                 Charged to
                                                                                 (Added to)
                                        Guaranteed    Single-                    Reserve for
                                        Investment    Premium                    Future
Three months ended September 30, 1995   Contracts     Annuities    Total         Losses       Net*   
_____________________________________________________________________________________________________

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

Net investment income                   $  121.2      $ 111.6      $  232.8      $     -      $ 232.8
Net realized capital gains (losses)        (12.4)        16.2           3.8         (3.8)           -
Interest earned on receivable
  from continuing business                   5.0          7.7          12.7            -         12.7
Other income                                 2.1          3.0           5.1            -          5.1
                                        _____________________________________________________________
     Total revenue                         115.9        138.5         254.4         (3.8)       250.6
                                        _____________________________________________________________

Current and future benefits                138.1        108.9         247.0          1.7        248.7
Operating expenses                           (.4)         2.3           1.9            -          1.9
                                        _____________________________________________________________
     Total benefits and expenses           137.7        111.2         248.9          1.7        250.6
                                        _____________________________________________________________

Results of discontinued products        $  (21.8)   $    27.3      $    5.5      $  (5.5)    $      -
_____________________________________________________________________________________________________
                                        _____________________________________________________________

                                                                                 Charged to
                                                                                 (Added to)
                                        Guaranteed    Single-                    Reserve for
                                        Investment    Premium                    Future
Three months ended September 30, 1994   Contracts     Annuities    Total         Losses       Net*   
_____________________________________________________________________________________________________

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

Premiums                                $      -      $   2.5      $    2.5      $     -      $   2.5
Net investment income                      155.9        107.7         263.6            -        263.6
Net realized capital losses                (73.7)       (19.5)        (93.2)        93.2            -
Interest earned on receivable
  from continuing business                   4.8          7.1          11.9            -         11.9
Other income                                 2.8          6.0           8.8            -          8.8
                                        _____________________________________________________________
     Total revenue                          89.8        103.8         193.6         93.2        286.8
                                        _____________________________________________________________

Current and future benefits                190.0        110.3         300.3        (17.2)       283.1
Operating expenses                           2.9           .8           3.7            -          3.7
                                        _____________________________________________________________
     Total benefits and expenses           192.9        111.1         304.0        (17.2)       286.8
                                        _____________________________________________________________

Results of discontinued products        $ (103.1)     $  (7.3)     $ (110.4)     $ 110.4      $     -
_____________________________________________________________________________________________________
                                       ______________________________________________________________
<FN>

* Amounts are reflected in the 1995 and 1994 Consolidated Statements of Income, except for interest
  of $12.7 million and $11.9 million for the three months ended September 30, 1995 and 1994, respectively,
  earned on the receivable from continuing business which is eliminated in consolidation.

</TABLE>

<PAGE> 11

     AETNA LIFE AND CASUALTY COMPANY AND SUBSIDIARIES

           CONDENSED NOTES TO FINANCIAL STATEMENTS
                       (Continued)

(4)  Discontinued Products (Continued)

<TABLE>

<CAPTION>
                                                                                 Charged to
                                                                                 (Added to)
                                        Guaranteed    Single-                    Reserve for
                                        Investment    Premium                    Future
Nine months ended September 30, 1995    Contracts     Annuities    Total         Losses       Net*   
_____________________________________________________________________________________________________

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

Net investment income                   $  391.8      $ 333.9      $  725.7      $     -      $ 725.7
Net realized capital gains (losses)        (43.5)        38.6          (4.9)         4.9            -
Interest earned on receivable
  from continuing business                  15.2         22.9          38.1            -         38.1
Other income                                 7.0          9.0          16.0            -         16.0
                                        _____________________________________________________________
     Total revenue                         370.5        404.4         774.9          4.9        779.8
                                        _____________________________________________________________

Current and future benefits                438.4        336.5         774.9         (4.1)       770.8
Operating expenses                           1.2          7.8           9.0            -          9.0
                                        _____________________________________________________________

     Total benefits and expenses           439.6        344.3         783.9         (4.1)       779.8
                                        _____________________________________________________________

Results of discontinued products        $  (69.1)    $   60.1      $   (9.0)     $   9.0      $     -
_____________________________________________________________________________________________________
                                        _____________________________________________________________



                                                                                 Charged to
                                                                                 (Added to)
                                        Guaranteed    Single-                    Reserve for
                                        Investment    Premium                    Future
Nine months ended September 30, 1994    Contracts     Annuities    Total         Losses       Net*   
_____________________________________________________________________________________________________

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

Premiums                                $      -      $  47.2      $   47.2      $     -      $  47.2
Net investment income                      483.4        323.5         806.9            -        806.9
Net realized capital losses               (130.8)       (45.9)       (176.7)       176.7            -
Interest earned on receivable
  from continuing business                  14.4         20.9          35.3            -         35.3
Other income                                 9.3         12.4          21.7            -         21.7
                                        _____________________________________________________________
     Total revenue                         376.3        358.1         734.4        176.7        911.1
                                        _____________________________________________________________

Current and future benefits                582.7        374.2         956.9        (53.6)       903.3
Operating expenses                           5.1          2.7           7.8            -          7.8
                                        _____________________________________________________________
     Total benefits and expenses           587.8        376.9         964.7        (53.6)       911.1
                                        _____________________________________________________________

Results of discontinued products        $ (211.5)     $ (18.8)     $ (230.3)     $ 230.3      $     -
_____________________________________________________________________________________________________
                                        _____________________________________________________________

<FN>

* Amounts are reflected in the 1995 and 1994 Consolidated Statements of Income, except for interest
  of $38.1 million and $35.3 million for the nine months ended September 30, 1995 and 1994, respectively,
  earned on the receivable from continuing business which is eliminated in consolidation.

</TABLE>


Deposits of $7.7 million and $30.9 million for the three months 
ended September 30, 1995 and 1994, respectively, and $24.5 million 
and $199.4 million for the nine months ended September 30, 1995 
and 1994, respectively, were received under pre-existing GIC 
contracts.  In accordance with FAS No. 97, such deposits are not 
included in premiums or revenue.


<PAGE> 12

     AETNA LIFE AND CASUALTY COMPANY AND SUBSIDIARIES

           CONDENSED NOTES TO FINANCIAL STATEMENTS
                       (Continued)

(4)  Discontinued Products (Continued)

Assets and liabilities of discontinued products were as follows 
(in millions):

<TABLE>

<CAPTION>
                                              September 30, 1995              
                                       _______________________________________
                                       Guaranteed      Single-
                                       Investment      Premium
                                       Contracts       Annuities     Total    
                                       _______________________________________

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

Debt securities available for sale     $  2,472.5      $ 3,287.8     $ 5,760.3
Mortgage loans                            2,433.5        1,497.5       3,931.0
Real estate                                 501.9          177.8         679.7
Short-term and other investments            259.2          350.5         609.7
                                       _______________________________________
   Total investments                      5,667.1        5,313.6      10,980.7
Current and deferred income taxes           210.1          124.7         334.8
Receivable from continuing
  business                                  424.7          485.9         910.6
Other                                        72.3              -          72.3
                                      ________________________________________
     Total assets                     $   6,374.2      $ 5,924.2     $12,298.4
______________________________________________________________________________
                                      ________________________________________
Future policy benefits                $         -      $ 4,950.5     $ 4,950.5
Policyholders' funds left with
  the company                             5,930.9              -       5,930.9
Reserve for future losses on
  discontinued products                     276.5          711.5         988.0
Other                                       166.8          262.2         429.0
                                      ________________________________________
     Total liabilities                $   6,374.2      $ 5,924.2     $12,298.4
______________________________________________________________________________
                                      ________________________________________

</TABLE>


Net unrealized capital gains as of September 30, 1995 on available 
for sale debt securities are included above in other liabilities 
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 Sheet.

At September 30, 1995, estimated future after-tax realized capital 
losses of approximately $103.5 million ($159.2 million, pretax), 
attributable to mortgage loans and real estate supporting GICs, 
and $39.6 million ($60.9 million, pretax), attributable to 
mortgage loans and real estate supporting SPAs were expected to be 
charged to the reserve for future losses.  Included in the ($43.5) 
million and $38.6 million of net realized capital (losses) gains 
(pretax) on GICs and SPAs, respectively, for the nine months ended 
September 30, 1995 are (losses) gains from the sale of bonds of 
($6.4) million and $51.2 million, respectively.


<PAGE> 13

     AETNA LIFE AND CASUALTY COMPANY AND SUBSIDIARIES

           CONDENSED NOTES TO FINANCIAL STATEMENTS
                       (Continued)

(4)  Discontinued Products (Continued)

The activity in the reserve for anticipated future losses on 
discontinued products was as follows (pretax, in millions):

<TABLE>
<CAPTION>
                                         Nine Months Ended September 30, 1995 
                                         ____________________________________
                                         Guaranteed    Single-
                                         Investment    Premium
                                         Contracts     Annuities   Total     
_____________________________________________________________________________
<S>                                      <C>           <C>         <C>
Reserve at beginning of period           $   345.6     $   651.4    $   997.0
Results of discontinued products             (69.1)         60.1         (9.0)
                                         ____________________________________ 
Reserve at end of period                 $   276.5     $   711.5    $   988.0
_____________________________________________________________________________
                                         ____________________________________ 
</TABLE>

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, on which interest is accrued at the discount 
rates used to calculate the loss on discontinuance, will be 
funded, net of taxes on the accrued interest, from invested assets 
supporting Large Case Pensions.  The offsetting payable, on which 
interest is similarly accrued, was established in continuing 
products.  The interest on such payable generally offsets the 
investment income on the assets available to fund the shortfall.  
At September 30, 1995, for GICs and SPAs, the receivables from 
continuing operations, net of the related deferred taxes payable 
on the accrued interest income of $12.2 million and $17.8 million, 
respectively, were $412.5 million and $468.1 million, 
respectively.  As of September 30, 1995, no funding had taken 
place.  These amounts are eliminated in consolidation and are 
therefore not reflected on the Consolidated Balance Sheets.

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

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


<PAGE> 14

     AETNA LIFE AND CASUALTY COMPANY AND SUBSIDIARIES

           CONDENSED NOTES TO FINANCIAL STATEMENTS
                       (Continued)

(5)  Intent to Sell Subsidiary

The company intends to sell its subsidiary, Aetna Re-Insurance 
Company (U.K.) Ltd., and accordingly, the subsidiary has been 
written down to estimated fair market value.  A loss of $22.5 
million (after-tax) is included in net realized capital losses in 
the Consolidated Statements of Income for the nine months ended 
September 30, 1995.

(6)  Investments

Net investment income includes amounts allocable to experience 
rated contractholders of $363.4 million and $350.8 million for the 
three months ended September 30, 1995 and 1994, respectively, and 
$1,092.1 million and $1,080.6 million for the nine months ended 
September 30, 1995 and 1994, respectively.  Interest credited to 
contractholders is included in current and future benefits.

Net realized capital gains (losses) allocable to experience rated 
contractholders of $62.9 million and ($26.1) million for the three 
months ended September 30, 1995 and 1994, respectively, and $74.2 
million and ($136.2) million for the nine months ended September 
30, 1995 and 1994, respectively, were deducted from net realized 
capital losses 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.

As of January 1, 1995, the company adopted FAS No. 114, Accounting 
by Creditors for Impairment of a Loan and FAS No. 118, Accounting 
by Creditors for Impairment of a Loan - Income Recognition and 
Disclosures.  In accordance with these standards, a loan is 
considered impaired when it is probable that the company will be 
unable to collect amounts due according to the contractual terms 
of the loan agreement.  For impaired loans, a specific impairment 
reserve is established for the difference between the recorded 
investment in the mortgage loan and the fair value of the 
collateral. General reserves are established for losses management 
believes are likely to arise from the overall portfolio but cannot 
be attributed to specific loans.  Prior to the adoption of FAS 
Nos. 114 and 118, the company included the reserve for estimated 
losses on potential problem loans (other than those allocable to 
experience rated products) which management believed were likely 
to become classified as problem or restructured in the next 12 
months or so in the general reserve.

<PAGE> 15

     AETNA LIFE AND CASUALTY COMPANY AND SUBSIDIARIES

           CONDENSED NOTES TO FINANCIAL STATEMENTS
                       (Continued)

(6)  Investments (continued)

At September 30, 1995, the total recorded investment in loans that 
are considered to be impaired (which include problem loans, 
restructured loans and potential problem loans) under FAS No. 114 and 
related specific reserves are presented in the table below.  Included 
in the total recorded investment are impaired loans of $347.3 million 
for which no specific reserves are considered necessary.

<TABLE>
<CAPTION>

                                              Total
                                              Recorded          Specific
(Millions)                                    Investment        Reserves 
_________________________________________________________________________
<S>                                           <C>               <C>

Supporting discontinued products              $   921.9         $   234.2
Supporting experience rated products              607.8             169.2
Supporting remaining products                     530.1              94.2
                                              ___________________________
   Total Impaired Loans                       $ 2,059.8         $   497.6
_________________________________________________________________________
                                              ___________________________
</TABLE>

The activity in the specific and general reserves as of September 30, 
1995 is summarized below:

<TABLE>
<CAPTION>
                               General
                               Reserve
                               Allocated to                    Charged                         Balance
             Balance at        Experience   Balance at         to net   Charged                at
             December 31, 1994 Rated        December 31, 1994, realized to other    Principal  September 30,
(Millions)   as reported       Products (1) as adjusted        loss     accounts(2) Write-offs 1995 (3)     
____________________________________________________________________________________________________________
<S>          <C>                <C>          <C>                <C>       <C>         <C>         <C>

Supporting
discontinued
products     $  372.1           $      -     $  372.1           $    -    $  25.1     $  (89.0)   $   308.2

Supporting
experience
rated
products        156.1              208.5        364.6                -      (22.7)       (68.5)       273.4

Supporting 
remaining 
products        255.9                  -        255.9               8.8         -        (89.1)       175.6
             ______________________________________________________________________________________________
  Total      $  784.1           $  208.5     $  992.6           $   8.8   $   2.4     $ (246.6)  $    757.2
___________________________________________________________________________________________________________
             ______________________________________________________________________________________________
<FN>

(1)  The general reserve at December 31, 1994 excluded reserves of $208.5 million related to experience
     rated products.

(2)  Reflects additions to (releases of) reserves related to assets supporting experience rated products and
     discontinued products which do not affect the company's results of operations.

(3)  Total reserves at September 30, 1995 included $497.6 million of specific reserves and $259.6 million of
     a general reserve.

Note:  $261.5 million of general reserve related to performing loans at December 31, 1994 were reclassified
       to specific reserves as a result of the adoption of FAS No. 114.
</TABLE>

The company accrues interest income on impaired loans to the 
extent it is deemed collectible and the loan continues to perform 
under its original or restructured contractual terms.  Interest 
income on problem loans is generally recognized on a cash basis.  
Cash payments on loans in the process of foreclosure are generally 
treated as a return of principal.

<PAGE> 16

     AETNA LIFE AND CASUALTY COMPANY AND SUBSIDIARIES

           CONDENSED NOTES TO FINANCIAL STATEMENTS
                       (Continued)

(6)  Investments (Continued)

Income earned (pretax) and received on the average recorded 
investment in impaired loans for the three and nine months ended 
September 30, 1995, was as follows:

<TABLE>
<CAPTION>
                                            Three Months Ended               Nine Months Ended
                                            September 30, 1995               September 30, 1995       
                                      ______________________________   ______________________________
                                      Average                            Average
                                      Impaired   Income    Income        Impaired  Income    Income
(Millions)                            Loans      Earned    Received      Loans     Earned    Received 
_____________________________________________________________________________________________________
<S>                                   <C>        <C>       <C>           <C>       <C>       <C>

Supporting discontinued products      $   995.4  $  22.1   $  22.5       $ 1,026.2 $  61.8   $   61.6
Supporting experience rated products      790.6     14.9      13.8           805.3    41.1       40.4
Supporting remaining products             497.7      7.5       8.1           558.3    25.0       26.3
                                      _______________________________________________________________
  Total                               $ 2,283.7  $  44.5   $  44.4       $ 2,389.8 $ 127.9   $  128.3
_____________________________________________________________________________________________________
                                      _______________________________________________________________
</TABLE>

(7)  Federal and Foreign Income Taxes

Net unrealized capital gains and losses are presented in 
shareholders' equity net of deferred taxes.  During the nine months 
ended September 30, 1995, the company moved from a net unrealized 
capital loss position of $1,071.5 million at December 31, 1994, to a 
net unrealized capital gain position of $401.4 million at September 
30, 1995, primarily due to decreases in interest rates.  As a result, 
all valuation allowances previously established related to deferred 
tax assets on these capital losses were reversed, which had no impact 
on net income for the three and nine months ended September 30, 1995.

(8)  Reinsurance

Ceded earned premiums were $.4 billion and $.3 billion for three 
months ended September 30, 1995 and 1994, respectively, and $.9 
billion for both the nine months ended September 30, 1995 and 1994.
Ceded current and future benefits were $.3 billion and $.2 billion 
for the three months ended September 30, 1995 and 1994, respectively,
and $.9 billion for both the nine months ended September 30, 1995 and 
1994.

(9)  Debt

The company has credit facilities aggregating $1 billion with a 
group of worldwide banks.  One $500 million facility terminates in 
July 1996.  Another $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 $5.0 billion.  These facilities also support 
the company's commercial paper borrowing program.


<PAGE> 17

     AETNA LIFE AND CASUALTY COMPANY AND SUBSIDIARIES

           CONDENSED NOTES TO FINANCIAL STATEMENTS
                       (Continued)

(9)  Debt (Continued)

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.

A subsidiary of the company may offer and sell up to an additional 
$225 million of preferred securities under a shelf registration 
statement declared effective by the SEC.

(10)  Off-Balance-Sheet Financial Instruments
     (Including Derivative Financial Instruments)

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.  (Please see General 
Account Investments - Use of Derivatives and Other Investments on 
pages 43 and 44 of the Management's Discussion and Analysis of 
Financial Condition and Results of Operations and Note 18 of the 
company's 1994 Annual Report to Shareholders for a description of 
the company's hedging activities).  The notional amounts, carrying 
values and estimated fair values of the company's off-balance-
sheet financial instruments are as follows (in millions):

<TABLE>

<CAPTION>
                                                          Carrying
                                                          Value
                                             Notional     Asset         Fair
September 30, 1995                           Amount       (Liability)   Value  
_______________________________________________________________________________
<S>                                          <C>          <C>           <C>

Foreign exchange forward contracts - sell:
  Related to net investments in foreign
   affiliates                                $  192.7     $   (5.6)     $  (6.9)
  Related to investments in non-dollar
   denominated assets                           235.5         (2.9)        (3.0)
Foreign exchange forward contracts - buy:
  Related to net investments in foreign                                        
   affiliates                                    16.3          3.1          2.6
  Related to investments in non-dollar
   denominated assets                            26.1          0.4          0.4
Futures contracts to purchase investments        52.3         (0.2)        (0.2)
Futures contracts to sell investments           224.8            -            -
Interest rate swaps:
  Unrecognized gains                            423.0            -         21.8
  Unrecognized losses                           380.0            -        (13.9)
Forward swap agreement                          100.0            -          0.2


</TABLE>


<PAGE> 18

     AETNA LIFE AND CASUALTY COMPANY AND SUBSIDIARIES

           CONDENSED NOTES TO FINANCIAL STATEMENTS
                       (Continued)

(11)  Supplemental Cash Flow Information

Significant non-cash investing and financing activities include 
acquisition of real estate through foreclosures (including in-
substance foreclosures) of mortgage loans amounting to $227 
million and $462 million for the nine months ended September 30, 
1995 and 1994, respectively.

(12)  Earnings Per Share

Earnings per share are computed using net income divided by the 
weighted average number of common shares outstanding, (including 
common share equivalents). The increase in the number of common 
shares outstanding for the three months ended September 30, 1995 
is primarily due to options exercised in the period.  There is not 
a significant difference between primary and fully diluted 
earnings per share.

(13)  Commitments and Contingent Liabilities

Environmental and Asbestos-Related Claims

The company added $750 million ($487.5 million, after-tax) 
to environmental-related claims reserves in the second quarter of 
1995.  In the opinion of management, the company's reserves for 
environmental-related claims at September 30, 1995 represent the 
company's best estimate of its ultimate environmental-related 
liability, based on currently known facts, current law (including 
Superfund), current technology, and assumptions considered 
reasonable where facts are not known.  Due to the significant 
uncertainties and related management judgment involved in 
estimating the company's environmental liability, no assurances 
can be given that the environmental reserve represents the amount 
that will ultimately be paid by the company for all environmental-
related losses.  The amount ultimately paid could differ 
materially from the company's currently recorded reserve as legal 
and factual issues are clarified, but any difference cannot be 
reasonably estimated at this time.


<PAGE> 19

     AETNA LIFE AND CASUALTY COMPANY AND SUBSIDIARIES

           CONDENSED NOTES TO FINANCIAL STATEMENTS
                       (Continued)

Reserving for asbestos-related claims is subject to significant 
uncertainties and management is currently unable to make a 
reasonable estimate as to the ultimate amount of losses or a 
reasonable range of losses for all asbestos-related claims and 
related litigation expenses.  However, reserves for asbestos 
liabilities are being evaluated by management as the company 
continues to gather and analyze new information and reassess its 
reserving techniques for these claims in order to determine 
whether it can better estimate its liability.  Adjustments may be 
made to such reserves as loss patterns develop and other 
information is obtained.

Environmental and asbestos-related loss and loss adjustment 
expense reserves, as reflected on the Consolidated Balance Sheet, 
were as follows (before reinsurance and net of discount on certain 
environmental and asbestos settlements, in millions):

<TABLE>

<CAPTION>
                                       September 30,
                                           1995     
____________________________________________________
<S>                                      <C>

Environmental Liability                  $   1,067.4
Asbestos Bodily Injury*                        421.9
Asbestos Property Damage*                       30.2
                                         ___________
  Total Environmental and
    Asbestos-Related Reserves            $   1,519.5
____________________________________________________
                                         ___________
<FN>

* Includes $107.4 million and $12.6 million of property-casualty reserves 
  transferred to asbestos bodily injury and asbestos property damage reserves,
  respectively.

</TABLE>

(14)  Litigation

The company is continuously involved in numerous 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 such litigation cannot be determined 
at this time, such litigation, net of reserves established 
therefore 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.

<PAGE> 20

           Independent Auditors' Review Report

The Board of Directors
Aetna Life and Casualty Company:

We have reviewed the accompanying condensed consolidated balance 
sheet of Aetna Life and Casualty Company and Subsidiaries as of 
September 30, 1995, and the related condensed consolidated 
statements of income for the three-month and nine-month periods 
ended September 30, 1995 and 1994, and the related condensed 
consolidated statements of shareholders' equity and cash flows for 
the nine-month periods ended September 30, 1995 and 1994.  These 
condensed consolidated financial statements are the responsibility 
of the company's management.

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

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

We have previously audited, in accordance with generally accepted 
auditing standards, the consolidated balance sheet of Aetna Life 
and Casualty Company and Subsidiaries as of December 31, 1994, and 
the related consolidated statements of income, shareholders' 
equity, and cash flows for the year then ended (not presented 
herein); and in our report dated February 7, 1995, we expressed an 
unqualified opinion on those consolidated financial statements.  
In our opinion, the information set forth in the accompanying 
condensed consolidated balance sheet as of December 31, 1994, is 
fairly presented, in all material respects, in relation to the 
consolidated balance sheet from which it has been derived.




/s/ KPMG Peat Marwick LLP
Hartford, Connecticut
October 26, 1995


<PAGE> 21

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

Consolidated Results of Operations
__________________________________

<TABLE>
<CAPTION>
Operating Summary
(Millions, except per share data)      Three Months Ended September 30,      Nine Months Ended September 30, 
                                       ________________________________      _______________________________
                                       1995        1994        % Change      1995       1994        % Change
                                       ____        ____        ________      ____       ____        ________
<S>                                    <C>         <C>         <C>           <C>        <C>         <C>     
Premiums.............................  $ 2,856.0   $ 2,858.7     (.1)%       $ 8,610.7  $ 8,440.0     2.0%
Net investment income................    1,118.4     1,111.2      .6           3,344.9    3,358.7     (.4)
Fees and other income................      495.3       454.7     8.9           1,478.0    1,381.1     7.0
Net realized capital losses..........        (.5)      (31.7)   98.4             (32.8)     (51.0)   35.7
                                       _________   _________                 _________  _________
    Total revenue....................    4,469.2     4,392.9     1.7          13,400.8   13,128.8     2.1

Current and future benefits..........    2,991.4     3,136.9    (4.6)          9,881.2    9,369.0     5.5
Operating expenses...................      969.8       863.3    12.3           2,866.8    2,745.3     4.4
Amortization of deferred policy
 acquisition costs...................      191.6       214.8   (10.8)            575.4      592.0    (2.8)
                                       _________   _________                 _________  _________
    Total benefits and expenses......    4,152.8     4,215.0    (1.5)         13,323.4   12,706.3     4.9
                                       _________   _________                 _________  _________

Income before income taxes...........      316.4       177.9    77.9              77.4      422.5   (81.7)
Income taxes.........................      104.3        48.5   115.1               1.4      115.0   (98.8)
                                       _________   _________                 _________  _________

    Net income.......................  $   212.1   $   129.4    63.9         $    76.0  $   307.5   (75.3)
                                       _________   _________                 _________  _________         
                                       _________   _________                 _________  _________         

Net realized capital losses,
 net of tax (included above).........  $     (.5)  $   (20.2)   97.5         $   (20.0) $   (35.7)   44.0
                                       _________   _________                 _________  _________        
                                       _________   _________                 _________  _________        

Net income per common share..........  $    1.86   $    1.15    61.7         $     .67  $    2.73   (75.5)
                                       _________   _________                 _________  _________         
                                       _________   _________                 _________  _________         
</TABLE>

Overview
________

The company reported net income of $212 million and $76 million for 
the three and nine months ended September 30, 1995, respectively, 
compared with net income of $129 million and $308 million for the 
same periods a year ago.  The company's earnings (after-tax) adjusted 
for additions to environmental-related claims reserves and net 
realized capital losses follow (in millions):

<TABLE>
<CAPTION>
                                           Three Months Ended September 30,  Nine Months Ended September 30,
                                           ________________________________  _______________________________
                                                 1995           1994              1995         1994
                                                 ____           ____              ____         ____
<S>                                              <C>            <C>               <C>          <C>
Net income...................................    $ 212.1        $ 129.4           $  76.0      $ 307.5

Less:
   Additions to environmental-related
     claims reserves (1).....................          -          (30.2)           (505.7)      (127.8)
   Net realized capital losses...............        (.5)         (20.2)            (20.0)       (35.7)
                                                 _______        _______           _______      _______

Adjusted earnings............................    $ 212.6        $ 179.8           $ 601.7      $ 471.0
                                                 _______        _______           _______      _______
                                                 _______        _______           _______      _______
<FN>
(1) Please see the company's Form 10-Q for the quarter ended June 30, 1995 for discussions of
    additions to environmental-related claims reserves.
</TABLE>

The company's adjusted earnings increased $33 million and $131 
million for the three and nine months ended September 30, 1995, 
respectively, as compared with the same periods in 1994.  The 
following significant factors impact the comparison of adjusted 
earnings:

Catastrophe losses (after-tax and net of reinsurance) for the three 
and nine months ended September 30, 1995 were $13 million and $51 
million, respectively, compared with $28 million and $181 million, 
respectively, for the same periods a year ago.  Catastrophe losses 
for the nine months ended September 30, 1994 related primarily to the 
Los Angeles earthquake and the severe winter weather.

<PAGE> 22

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

Overview (Continued)
____________________

Reductions of prior year loss reserves in the personal auto 
business of $61 million (after-tax) for the nine months ended 
September 30, 1994.

Results in 1995 also reflected increased operating expenses in the 
health care business as a result of the migration of customers 
from traditional health care products to the more resource-
intensive managed care business and the company's increased 
investment in managed care, and in the Aetna Life Insurance & 
Annuity segment as a result of continued business growth and costs 
associated with the implementation of a new contract 
administration system.  Partially offsetting these increases in 
operating expenses are overall reductions due to actions taken by 
management in prior years to lower costs.

Net Realized Capital Gains and Losses

Net realized after-tax capital gains and losses included in net 
income, supporting discontinued products, and allocable to 
experience rated pension contractholders were as follows (in 
millions):
<TABLE>
<CAPTION>
                                         Three Months Ended September 30,   Nine Months Ended September 30,
                                         ________________________________   _______________________________
                                                  1995         1994                 1995         1994
                                                  ____         ____                 ____         ____
<S>                                               <C>          <C>                  <C>          <C>
Net realized capital gains (losses)
  from sales.................................     $   (.5)     $  (1.4)             $ (22.6)      $  26.0

Realized capital gains (losses)
  from changes in reserves for mortgage
  loans and real estate......................           -        (17.9)                 2.6         (59.9)

Realized capital losses from write-downs
  of debt and equity securities..............           -          (.9)                   -          (1.8)
                                                  _______      _______             ________       _______

Net realized capital losses included
  in net income..............................     $   (.5)     $ (20.2)            $  (20.0)      $ (35.7)
                                                  _______      _______             ________       _______
                                                  _______      _______             ________       _______

Net realized capital gains (losses)
  on assets supporting discontinued
  products (excluded above)..................     $   2.3      $ (60.5)            $   (3.3)      $(114.8)
                                                  _______      _______             ________       _______
                                                  _______      _______             ________       _______

Net realized capital gains (losses)
  allocable to experience rated pension
  contractholders (excluded above)...........     $  40.9      $ (16.9)            $   48.2       $ (88.5)
                                                  _______      _______             ________       _______
                                                  _______      _______             ________       _______
</TABLE>

Net realized capital losses from sales for the nine months ended 
September 30, 1995 include $23 million resulting from the write-
down to estimated fair market value of the company's investment in 
a consolidated subsidiary, Aetna Re-Insurance Company (U.K.) Ltd., 
which it intends to sell.  Net realized capital gains from sales 
for the nine months ended September 30, 1994 include a $14 million 
gain resulting from the sale of a portion of an unconsolidated 
subsidiary.

Strategic Outlook

The company continues to review strategic options for all of its 
businesses, which may result in acquisitions, sales or spinoffs.  
As of the date hereof, the company is exploring all of these 
options, including having discussions concerning the possible sale 
of its property-casualty business.  No assurances can be made that 
there will be any transaction.

<PAGE> 23

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

Aetna Health Plans
__________________

<TABLE>

<CAPTION>

Operating Summary
(Millions)                             Three Months Ended September 30,    Nine Months Ended September 30,  
                                       ________________________________    _______________________________
                                       1995        1994        % Change    1995       1994        % Change
                                       ____        ____        ________    ____       ____        ________

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

Premiums............................   $ 1,501.3   $ 1,476.4     1.7%      $ 4,457.8  $ 4,233.0    5.3%
Net investment income...............        95.5        86.2    10.8           276.7      255.6    8.3
Fees and other income...............       318.0       296.7     7.2           961.6      894.5    7.5
Net realized capital losses.........        (5.0)       (6.2)   19.4           (15.1)     (23.6)  36.0
                                       _________   _________               _________  _________       
   Total revenue....................     1,909.8     1,853.1     3.1         5,681.0    5,359.5    6.0

Current and future benefits.........     1,271.6     1,257.4     1.1         3,818.0    3,569.3    7.0
Operating expenses..................       525.1       451.2    16.4         1,509.0    1,360.0   11.0
Amortization of deferred policy
 acquisition costs..................         5.4        14.9   (63.8)           18.6       29.6  (37.2)
                                       _________   _________               _________  _________        
   Total benefits and expenses......     1,802.1     1,723.5     4.6         5,345.6    4,958.9    7.8
                                       _________   _________               _________  _________       

Income before income taxes..........       107.7       129.6   (16.9)          335.4      400.6  (16.3)
Income taxes........................        39.1        47.3   (17.3)          123.7      146.9  (15.8)
                                       _________   _________               _________  _________        

Net income..........................   $    68.6   $    82.3   (16.6)      $   211.7  $   253.7  (16.6)
                                       _________   _________               _________  _________        
                                       _________   _________               _________  _________        
Net realized capital losses,
 net of tax (included above)........   $    (3.3)  $    (4.2)   21.4       $    (9.6) $   (15.4)  37.7
                                       _________   _________               _________  _________       
                                       _________   _________               _________  _________       
Self-funded benefit payments
 administered for customers other
 than Medicare......................   $ 3,053.3   $ 3,206.0    (4.8)      $ 9,466.2  $ 9,243.7    2.4
                                       _________   _________               _________  _________       
                                       _________   _________               _________  _________       
Benefit payments administered for
 Medicare...........................   $ 3,531.6   $ 3,381.9     4.4       $10,444.2  $ 9,899.2    5.5
                                       _________   _________               _________  _________       
                                       _________   _________               _________  _________       
</TABLE>


Aetna Health Plans' net income for the three and nine months ended 
September 30, 1995 decreased by $14 million and $42 million, 
respectively, compared with the same periods a year ago.  
Excluding net realized capital losses, results for the three and 
nine months ended September 30, 1995 decreased $15 million and $48 
million, respectively, from the prior year.

Third quarter and year-to-date 1995 results reflected increased 
operating expenses and unfavorable medical claim experience 
(included in current and future benefits) reflecting an increase 
in medical trend (utilization and costs of medical care) in 
indemnity and preferred provider lines of business.  The growth in 
operating expenses is primarily attributable to the migration of 
customers from traditional health care products to the more 
resource-intensive managed care business, investments in managed 
care-related systems and the development of primary care physician 
practices.  These increased expenses are consistent with the 
company's continued focus on a strategy for investing in managed 
care.
<PAGE> 24

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

Aetna Health Plans (Continued)
______________________________

Premiums and fees and other income increased 3% and 6% during the 
three and nine months ended September 30, 1995 compared with the 
same periods in 1994, primarily resulting from growth in managed 
care members, modest price increases and a movement toward higher 
revenue products, such as point-of-service and health maintenance 
organizations.

The number of members covered under health care arrangements was 
15.6 million at September 30, 1995 and December 31, 1994.  The 
number of managed care members was 7.9 million and 7.0 million at 
September 30, 1995 and December 31, 1994, respectively.  Included 
in the number of members at September 30, 1995 and December 31, 
1994 were approximately .7 million members covered under a 
contract with the Civilian Health and Military Program of the 
Uniformed Services ("Champus").  Champus has awarded renewal of 
the contract to another provider.  The company has commenced 
litigation challenging such renewal, based on issues related to 
the process by which renewal of the contract was awarded.  Even if 
such litigation is unsuccessful, the company would remain the 
primary provider under the contract until March 31, 1996.


<PAGE> 25

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

Aetna Life Insurance & Annuity
______________________________

<TABLE>

<CAPTION>

Operating Summary
(Millions)                            Three Months Ended September 30,     Nine Months Ended September 30,  
                                      ________________________________     _______________________________ 
                                      1995        1994        % Change     1995        1994       % Change
                                      ____        ____        ________     ____        ____       ________

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


Premiums............................  $    37.7   $    37.0       1.9%     $   129.7   $   111.7   16.1%
Net investment income...............      259.5       233.5      11.1          763.1       714.1    6.9
Fees and other income...............       86.9        76.9      13.0          258.0       233.3   10.6
Net realized capital gains (losses).        8.7         2.7         -           17.9        (2.0)     -
                                      _________   _________                _________    ________       
   Total revenue....................      392.8       350.1      12.2        1,168.7     1,057.1   10.6

Current and future benefits.........      245.6       220.5      11.4          723.6       667.2    8.5
Operating expenses..................       70.1        59.2      18.4          213.8       178.4   19.8
Amortization of deferred policy
 acquisition costs..................        6.9        12.0     (42.5)          27.9        32.5  (14.2)
                                      _________   _________                _________   _________        
   Total benefits and expenses......      322.6       291.7      10.6          965.3       878.1    9.9
                                      _________   _________                _________   _________       

Income before income taxes..........       70.2        58.4      20.2          203.4       179.0   13.6
Income taxes........................       23.9        18.3      30.6           67.1        58.1   15.5
                                      ________    _________                _________   _________        

Net income..........................  $    46.3   $    40.1      15.5      $   136.3   $   120.9   12.7
                                      ________    _________                _________   _________       
                                      ________    _________                _________   _________       
Net realized capital gains (losses),
 net of tax (included above)........  $     5.6   $     1.5         -      $    11.6   $    (1.5)     -
                                      _________   _________                _________   _________       
                                      _________   _________                _________   _________       

Deposits not included in premiums
 above (1)..........................  $   966.9   $   777.4      24.4      $ 2,817.1   $ 2,447.5   15.1
                                      _________   _________                _________   _________       
                                      _________   _________                _________   _________       

<FN>

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

</TABLE>


Aetna Life Insurance & Annuity's net income for the three and nine 
months ended September 30, 1995 increased $6 million and $15 
million, respectively, from the same periods a year ago.  
Excluding net realized capital gains and losses, results for the 
three and nine months ended September 30, 1995 increased $2 
million as compared to the same periods a year ago.

Third quarter and year-to-date results in 1995 reflected an 
increase in fees assessed against policyholders and increased net 
investment income related to the growth in assets under management 
offset by an increase in operating expenses.  The increase in 
operating expenses primarily reflects continued business growth.  
Operating expenses for the nine months ended September 30, 1995 
also include increased costs associated with the implementation of 
a new contract administration system.

Assets under management were $24.3 billion and $19.3 billion, at 
September 30, 1995 and 1994, respectively.  Included in assets 
under management are net unrealized capital gains of approximately 
$460 million and net unrealized capital losses of approximately 
$230 million at September 30, 1995 and 1994, respectively.


<PAGE> 26

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

Large Case Pensions
___________________

<TABLE>

<CAPTION>

Operating Summary
(Millions)                             Three Months Ended September 30,      Nine Months Ended September 30,  
                                       ________________________________      _______________________________
                                       1995        1994        % Change      1995       1994        % Change
                                       ____        ____        ________      ____       ____        ________

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

Premiums............................   $    16.4   $    47.1   (65.2)%       $   199.6  $   147.3    35.5%
Net investment income...............       450.6       514.2   (12.4)          1,396.1    1,528.9    (8.7)
Fees and other income...............        32.7        29.9     9.4             100.8       93.2     8.2
Net realized capital gains (losses).         1.4        (7.5)      -               7.3      (21.5)      -
                                       _________   _________                 _________  _________        
   Total revenue....................       501.1       583.7   (14.2)          1,703.8    1,747.9    (2.5)

Current and future benefits.........       449.7       537.8   (16.4)          1,550.0    1,636.2    (5.3)
Operating expenses..................        18.7        20.8   (10.1)             61.8       65.2    (5.2)
                                       _________   _________                 _________  _________         
   Total benefits and expenses......       468.4       558.6   (16.1)          1,611.8    1,701.4    (5.3)
                                       _________   _________                 _________  _________         

Income before income taxes..........        32.7        25.1    30.3              92.0       46.5    97.8
Income taxes........................        10.9         6.9    58.0              30.2       10.3   193.2
                                       _________   _________                 _________  _________        

Net income..........................   $    21.8   $    18.2    19.8         $    61.8  $    36.2    70.7
                                       _________   _________                 _________  _________        
                                       _________   _________                 _________  _________        

Net realized capital gains (losses),
  net of tax (included above).......   $      .8   $    (4.8)      -         $     4.6  $   (13.7)      -
                                       _________   _________                 _________  _________        
                                       _________   _________                 _________  _________        

Deposits not included in premiums
  above (1).........................   $   351.2   $   447.4   (21.5)        $ 1,260.9  $ 1,430.3   (11.8)
                                       _________   _________                 _________  _________        
                                       _________   _________                 _________  _________        

<FN>

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

</TABLE>


Large Case Pensions' net income for the three and nine months 
ended September 30, 1995 increased by $4 million and $26 million, 
respectively, compared with the same periods a year ago.  
Excluding net realized capital gains and losses, results for the 
three and nine months ended September 30, 1995 decreased $2 
million and increased $7 million, respectively, from the prior 
year.

Results for the three and nine months ended September 30, 1995 
primarily reflected an increase in fees and other income and in 
net interest margins and a reduction in operating expenses.  Such 
favorable results for the three months ended September 30, 1995 
were more than offset by the effects of reducing net investment 
income as a result of returning capital to the parent company.

Assets under management were $47.0 billion and $47.8 billion, at 
September 30, 1995 and 1994, respectively.  Included in assets 
under management are net unrealized capital gains of approximately 
$400 million and net unrealized capital losses of approximately 
$400 million at September 30, 1995 and 1994, respectively.

The increase in year-to-date 1995 premiums primarily related to 
additional premiums from existing contractholders and did not have 
a material effect on results.


<PAGE> 27

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

Large Case Pensions (Continued)
_______________________________

Experience rated contractholder and participant withdrawals and 
transfers were as follows (excluding contractholder transfers to 
other company products) (in millions):

<TABLE>
<CAPTION>
                                     Three Months Ended September 30,    Nine Months Ended September 30, 
                                     ________________________________    _______________________________
                                           1995           1994                 1995           1994
                                           ____           ____                 ____           ____
<S>                                        <C>            <C>                  <C>            <C>
Scheduled contract maturities
 and benefit payments: (1).........        $  228.6       $  274.6             $  734.6       $  776.5
                                           ________       ________             ________       ________
                                           ________       ________             ________       ________

Contractholder withdrawals other
 than scheduled contract maturities
 and benefit payments..............        $   55.8       $   70.0             $  244.4       $  382.0
                                           ________       ________             ________       ________
                                           ________       ________             ________       ________

Participant withdrawals............        $   36.1       $   96.6             $  133.7       $  205.2
                                           ________       ________             ________       ________
                                           ________       ________             ________       ________

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


The company is exploring sale or other alternatives for certain 
portions of its large case pension investment management and 
advisory business conducted through its subsidiary, Aeltus 
Investment Management.  Such business contributed $4 million and 
$11 million to Large Case Pensions' net income for the three and 
nine months ended September 30, 1995, respectively, as compared to 
$3 million and $12 million for the same periods a year ago.

Discontinued Products

Results of discontinued fully guaranteed large case pension 
products (guaranteed investment contracts ("GICs") and single-
premium annuities ("SPAs")) for the three and nine months ended 
September 30, 1995 and 1994 were charged to the reserve for 
anticipated future losses 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.  Management believes the reserve for 
anticipated losses at September 30, 1995 is adequate to provide for 
future losses associated with these products.  To the extent that 
actual future losses differ from anticipated future losses, the 
company's results of operations would be affected.  (Please refer 
to the company's 1994 Annual Report to Shareholders for a more 
complete discussion of the reserve for anticipated future losses on 
discontinued products.)


<PAGE> 28

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

Large Case Pensions (Continued)
_______________________________

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, on which interest is accrued at the discount rates 
used to calculate the loss on discontinuance, will be funded, net 
of taxes on the accrued interest, from invested assets supporting 
Large Case Pensions.  The offsetting payable, on which interest is 
similarly accrued, was established in continuing products.  The 
interest on such payable generally offsets the investment income on 
the assets available to fund the shortfall.  At September 30, 1995, 
for GICs and SPAs, the receivables from continuing operations, net 
of the related deferred taxes payable on the accrued interest 
income of $12 million and $18 million, respectively, were $413 
million and $468 million, respectively.  As of September 30, 1995, 
no funding had taken place.

Results of discontinued products were as follows (in millions):

<TABLE>
<CAPTION>
                                         Three Months Ended September 30,   Nine Months Ended September 30,
                                         ________________________________   _______________________________
                                                       1995                               1995              
                                         ________________________________   _______________________________
                                         GICs        SPAs        Total      GICs       SPAs        Total   
                                         ____        ____        ________   ____       ____        ________
<S>                                      <C>         <C>         <C>        <C>        <C>         <C>
(Negative) Positive interest
  margin (1)..........................   $  (11.0)   $    1.8    $   (9.2)  $  (30.3)  $   (1.6)   $  (31.9)
Net realized capital gains (losses)...       (8.2)       10.5         2.3      (28.4)      25.1        (3.3)
Interest earned on receivable from
  continuing operations...............        3.3         5.0         8.3        9.9       14.9        24.8
Other, net............................         .8          .9         1.7        1.5        2.6         4.1
                                         ________    ________    ________   ________   ________    ________

Results of discontinued products,
  after-tax...........................   $  (15.1)   $   18.2    $    3.1   $  (47.3)  $   41.0    $   (6.3)
                                         ________    ________    ________   ________   ________    ________
                                         ________    ________    ________   ________   ________    ________

Results of discontinued products,
 pretax...............................   $  (21.8)   $   27.3    $    5.5   $  (69.1)  $   60.1    $   (9.0)
                                         ________    ________    ________   ________   ________    ________
                                         ________    ________    ________   ________   ________    ________

Net realized capital gains (losses)
 from sales of bonds, after-tax,
 included above.......................   $    4.8    $   10.2    $   15.0   $   (4.2)  $   33.3    $   29.1
                                         ________    ________    ________   ________   ________    ________
                                         ________    ________    ________   ________   ________    ________



                                         Three Months Ended September 30,   Nine Months Ended September 30,
                                         ________________________________   _______________________________
                                                       1994                               1994              
                                         ________________________________   _______________________________
                                         GICs        SPAs        Total      GICs       SPAs        Total   
                                         ____        ____        ________   ____       ____        ________
<S>                                      <C>         <C>         <C>        <C>        <C>         <C>
Negative interest margin (1)..........   $  (22.2)   $    (.1)   $  (22.3)  $  (64.6)  $   (2.3)   $  (66.9)
Net realized capital losses...........      (47.8)      (12.7)      (60.5)     (85.0)     (29.8)     (114.8)
Interest earned on receivable from
  continuing operations...............        3.1         4.6         7.7        9.3       13.6        22.9
Other, net............................        (.6)        1.2          .6        2.9        6.2         9.1
                                         ________    ________    ________   ________   ________    ________

Results of discontinued products,
  after-tax...........................   $  (67.5)   $   (7.0)   $  (74.5)  $ (137.4)  $  (12.3)   $ (149.7)
                                         ________    ________    ________   ________   ________    ________
                                         ________    ________    ________   ________   ________    ________
Results of discontinued products,
  pretax..............................   $ (103.1)   $   (7.3)   $ (110.4)  $ (211.5)  $  (18.8)   $ (230.3)
                                         ________    ________    ________   ________   ________    ________
                                         ________    ________    ________   ________   ________    ________

Net realized capital losses from
 sales of bonds, after-tax,
 included above.......................   $  (17.6)   $   (3.1)   $  (20.7)  $  (26.3)  $  (11.3)   $  (37.6)
                                         ________    ________    ________   ________   ________    ________
                                         ________    ________    ________   ________   ________    ________

<FN>

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

</TABLE>


<PAGE> 29

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

Large Case Pensions (Continued)
_______________________________

The activity in the reserve for anticipated future losses on 
discontinued products was as follows (pretax, in millions):

<TABLE>
<CAPTION>
                                      Nine Months Ended September 30, 1995  
                                    ________________________________________
                                    GICs            SPAs            Total   
                                    ____            ____            ________
<S>                                 <C>             <C>             <C>
Reserve at December 31, 1994......  $  345.6        $  651.4        $  997.0
Results of discontinued products..     (69.1)           60.1            (9.0)
                                    ________        ________        ________
Reserve at September 30, 1995.....  $  276.5        $  711.5        $  988.0
                                    ________        ________        ________
                                    ________        ________        ________
</TABLE>


At September 30, 1995 and December 31, 1994, estimated future 
after-tax capital losses of $104 million and $128 million ($159 
million and $196 million, pretax), respectively, attributable 
primarily to mortgage loans and real estate supporting GICs, and 
$40 million and $48 million ($61 million and $73 million, pretax), 
respectively, attributable primarily to mortgage loans and real 
estate supporting SPAs were expected to be charged to the reserve 
for future losses.

Distributions on GICs and SPAs were as follows (in millions):


<TABLE>

<CAPTION>
                                     Three Months Ended September 30,      Nine Months Ended September 30, 
                                     ________________________________      _______________________________
                                                   1995                                  1995              
                                     ________________________________      _______________________________
                                     GICs        SPAs        Total         GICs        SPAs       Total   
                                     ____        ____        ________      ____        ____       ________
<S>                                  <C>         <C>         <C>           <C>         <C>        <C>
Scheduled contract maturities,
 GIC settlements and benefit
 payments (1)......................  $  411.2    $  135.7    $  546.9      $1,670.5    $  397.9   $2,068.4
                                     ________    ________    ________      ________    ________   ________
                                     ________    ________    ________      ________    ________   ________

Participant directed withdrawals...  $   24.6    $      -    $   24.6      $   73.9    $      -   $   73.9
                                     ________    ________    ________      ________    ________   ________
                                     ________    ________    ________      ________    ________   ________



                                     Three Months Ended September 30,      Nine Months Ended September 30, 
                                     ________________________________      _______________________________
                                                   1994                                  1994              
                                     ________________________________      _______________________________
                                     GICs        SPAs        Total         GICs        SPAs       Total   
                                     ____        ____        ________      ____        ____       ________
<S>                                  <C>         <C>         <C>           <C>         <C>        <C>
Scheduled contract maturities
 and benefit payments (1)..........  $  424.0    $  135.6    $  559.6      $1,507.7    $  399.5   $1,907.2
                                     ________    ________    ________      ________    ________   ________
                                     ________    ________    ________      ________    ________   ________

Participant directed withdrawals...  $   29.8    $      -    $   29.8      $  155.9    $      -   $  155.9
                                     ________    ________    ________      ________    ________   ________
                                     ________    ________    ________      ________    ________   ________

<FN>

(1) Includes payments made upon contract maturity, early settlement of GIC liabilities in 1995
    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.


(Please see "General Account Investments" on page 35 for a 
discussion of investments supporting discontinued products.)

<PAGE> 30

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

Property-Casualty
_________________

<TABLE>

<CAPTION>

Operating Summary
(Millions)                            Three Months Ended September 30,    Nine Months Ended September 30, 
                                      ________________________________    _______________________________
                                      1995        1994        % Change    1995       1994        % Change
                                      ____        ____        ________    ____       ____        ________
<S>                                   <C>         <C>         <C>         <C>        <C>         <C>

Premiums............................  $ 1,025.6   $ 1,078.3    (4.9)%     $ 3,075.7  $ 3,289.7    (6.5)%
Net investment income...............      234.4       209.7    11.8           671.4      631.6     6.3
Fees and other income...............       22.0        26.6   (17.3)           65.0       89.1   (27.0)
Net realized capital losses.........       (3.8)      (21.1)   82.0           (38.8)      (4.9)      -
                                      _________   _________                ________  _________        
   Total revenue....................    1,278.2     1,293.5    (1.2)        3,773.3    4,005.5    (5.8)

Current and future benefits.........      783.2       915.2   (14.4)        3,132.1    2,881.4     8.7
Operating expenses..................      195.2       185.2     5.4           589.9      659.4   (10.5)
Amortization of deferred policy
 acquisition costs..................      159.4       173.0    (7.9)          474.9      488.9    (2.9)
                                      _________   _________                ________  _________         
   Total benefits and expenses......    1,137.8     1,273.4   (10.6)        4,196.9    4,029.7     4.1
                                      _________   _________                ________  _________        

Income (loss) before income taxes...      140.4        20.1       -          (423.6)     (24.2)      -
Income taxes (benefits).............       40.9        (5.9)      -          (173.5)     (44.0)      -
                                      _________   _________               _________  _________

Net income (loss)...................  $    99.5   $    26.0       -       $  (250.1) $    19.8       -
                                      _________   _________               _________  _________        
                                      _________   _________               _________  _________        
Net realized capital losses,
 net of tax (included above)........  $    (2.0)  $   (10.8)   81.5       $   (20.3) $    (2.1)      -
                                      _________   _________               _________  _________        
                                      _________   _________               _________  _________        

Statutory combined loss and
 expense ratio......................      109.6%      125.7%      -           134.6%     125.2%      -
                                      _________   _________               _________  _________
                                      _________   _________               _________  _________

Statutory combined loss and
 expense ratio (1)..................      109.6%      121.2%      -           109.4%     119.1%      -
                                      _________   _________               _________  _________
                                      _________   _________               _________  _________
GAAP combined loss and expense
 ratio..............................      107.8%      113.9%      -           133.8%     119.7%      -
                                      _________   _________               _________  _________        
                                      _________   _________               _________  _________        
GAAP combined loss and expense
 ratio (1)..........................      107.8%      109.6%      -           108.6%     113.6%      -
                                      _________   _________               _________  _________
                                      _________   _________               _________  _________
Catastrophe loss ratio
 (included in combined ratios above)        1.9%        4.1%      -             2.5%       8.2%      -
                                      _________   _________               _________  _________        
                                      _________   _________               _________  _________        

<FN>

(1) Excludes the effect of additions to environmental-related claims reserves.

</TABLE>


Property-Casualty's earnings (after-tax) adjusted for additions to 
environmental-related claims reserves and net realized capital 
losses follow (in millions):

<TABLE>

<CAPTION>
                                           Three Months Ended September 30,  Nine Months Ended September 30,
                                           ________________________________  _______________________________
                                                 1995           1994              1995         1994
                                                 ____           ____              ____         ____
<S>                                              <C>            <C>               <C>          <C>
Net income (loss)............................    $  99.5        $  26.0           $(250.1)     $  19.8

Less:
   Additions to environmental-related
     claims reserves (1).....................          -          (30.2)           (505.7)      (127.8)
   Net realized capital losses...............       (2.0)         (10.8)            (20.3)        (2.1)
                                                 _______        _______           _______      _______

Adjusted earnings............................    $ 101.5        $  67.0           $ 275.9      $ 149.7 
                                                 _______        _______           _______      _______
                                                 _______        _______           _______      _______
<FN>
(1) Please see the company's Form 10-Q for the quarter ended June 30, 1995 for discussions of additions
    to environmental-related claims reserves.

</TABLE>


<PAGE> 31

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

Property-Casualty (Continued)
_____________________________

Property-Casualty's adjusted earnings for the three and nine 
months ended September 30, 1995 increased $35 million and $126 
million, respectively, as compared with the same periods in 1994.  
The following significant factors impact the comparison of 
adjusted earnings:

Catastrophe losses (after-tax and net of reinsurance) for the 
three and nine months ended September 30, 1995 were $13 million 
and $51 million ($31 million and $148 million pretax and before 
reinsurance), respectively, compared with $28 million and $181 
million ($58 million and $446 million pretax and before 
reinsurance), respectively, for the same periods a year ago.  
Catastrophe losses for the nine months ended September 30, 1994 
included $171 million ($434 million pretax and before reinsurance) 
from the Los Angeles earthquake and the severe winter weather.

Reductions of prior year loss reserves in the personal auto 
business of $61 million (after-tax) for the nine months ended 
September 30, 1994.

Results in 1995 also reflected a reduction in the level of ongoing 
operating expenses, primarily due to actions taken by management 
in prior years to lower costs, a reduction in losses due to the 
transfer of additional risk through restructured and expanded 
reinsurance programs and higher net investment income.  Results 
for the three and nine months ended September 30, 1994 reflected a 
reduction in operating expenses of $13 million from non-recurring 
items.

Premium revenue for the three and nine months ended September 30, 
1995 was approximately 5% and 7%, respectively, lower than in the 
same periods a year ago, due primarily to the transferring of 
additional risk through restructured and expanded reinsurance 
programs, and reductions in residual market business assumed as a 
result of exiting certain markets.

Net realized capital losses (after-tax) for the nine months ended 
September 30, 1995 include $23 million resulting from the write-
down to estimated fair market value of the company's investment in 
a consolidated subsidiary, Aetna Re-Insurance Company (U.K.) Ltd., 
which it intends to sell.

Management continues to evaluate personal auto market conditions 
in each state and attempts to maintain or increase the company's 
presence in those states that offer acceptable returns and reduce 
its presence in those remaining states where the company is unable 
to earn acceptable returns.

Catastrophe losses (pretax and before reinsurance) associated with 
Hurricane Opal, which occurred subsequent to September 30, 1995, 
are currently estimated to be approximately $27 million.  The 
related losses (after-tax and net of reinsurance) are not expected 
to be material to the company.

<PAGE> 32

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

Property-Casualty (Continued)
_____________________________

Property-Casualty Reserves

For a full discussion of property-casualty reserves, including 
environmental and asbestos-related reserves, please see the 
company's 1994 Annual Report to Shareholders and Form 10-K for the 
year ended December 31, 1994, and Forms 10-Q for the quarters ended 
March 31, 1995 and June 30, 1995.  See also Notes 3 and 13 of the 
Condensed Notes to Financial Statements on pages 9 and 18 herein.

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.  Over the last few years, 
asbestos bodily injury claims also have been filed by plaintiffs 
against entities (including insureds of the company) that 
installed 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 on product liability claims.

As described in the company's 1994 Annual Report to Shareholders, 
a case involving one such major producer that had exhausted 
applicable policy limits on asbestos products claims and asserted 
coverage under policy provisions for other types of liability had 
been submitted to binding arbitration.  That case was settled in 
the third quarter, and the company obtained a release from the 
insured for all current and future asbestos bodily injury claims 
and certain asbestos property damage claims (along with all 
environmental claims) under existing policies in exchange for 
fixed, scheduled cash payments over time, which were recorded on a 
discounted basis.  In connection with this settlement, $120 
million of property-casualty reserves not previously classified as 
covering asbestos-related claims were transferred to asbestos 
reserves.  No amounts were transferred from environmental 
reserves, and the environmental-related portion of the settlement 
was covered by existing environmental reserves.  As a result, this 
settlement did not affect results of operations in the third 
quarter of 1995.  As part of the settlement, the company also 
agreed, among other things, to make insurance coverage available 
to the insured in the year 2000 (on a one-time basis), for a 
percentage of all asbestos defense and indemnity claim payments 
made by the insured during the years 2000 through 2007.  The 
company's payment obligations would be subject to annual dollar 
caps.  Given the uncertainty as to whether the insured will elect 
to purchase this additional insurance, no related premiums or 
losses have been recorded by the company at this time.

Although there is inadequate history from which the company can 
estimate its ultimate liability for all non-products asbestos 
claims, the company believes that the settlement of this major case 
has materially reduced its exposure to such claims.  Reserving for 
asbestos-related claims is subject to significant uncertainties and 
management is currently unable to make a reasonable estimate as to 
the ultimate amount of losses or a reasonable range of losses for 
all asbestos-related claims and related litigation expenses.  
However, reserves for asbestos liabilities are being evaluated by 
management as the company continues to gather and analyze new 
information and reassess its reserving techniques for these claims 
in order to determine whether it can better estimate its liability.  
Adjustments may be made to such reserves as loss patterns develop 
and other information is obtained.

<PAGE> 33

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

International
_____________

<TABLE>

<CAPTION>

Operating Summary
(Millions)                            Three Months Ended September 30,     Nine Months Ended September 30, 
                                      ________________________________     _______________________________
                                    1995        1994        % Change     1995        1994       % Change
                                    ____        ____        ________     ____        ____       ________

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

Premiums............................  $   275.0   $   219.9    25.1%       $   747.9   $   658.3    13.6%
Net investment income...............       76.1        68.7    10.8            231.5       225.3     2.8
Fees and other income...............       35.2        24.1    46.1             90.9        69.2    31.4
Net realized capital gains (losses).       (1.8)          -       -             (3.5)        5.9       -
                                      _________   _________                _________   _________        
   Total revenue....................      384.5       312.7    23.0          1,066.8       958.7    11.3

Current and future benefits.........      241.3       200.8    20.2            657.5       599.4     9.7
Operating expenses..................       89.0        72.0    23.6            269.4       247.8     8.7
Amortization of deferred policy
 acquisition costs..................       19.9        14.9    33.6             54.0        41.0    31.7
                                      _________   _________                _________   _________        
   Total benefits and expenses......      350.2       287.7    21.7            980.9       888.2    10.4
                                      _________   _________                _________   _________        

Income before income taxes..........       34.3        25.0    37.2             85.9        70.5    21.8
Income taxes........................       11.8         7.3    61.6             25.7        22.5    14.2
                                      _________   _________                _________    ________        

Net income..........................  $    22.5   $    17.7    27.1        $    60.2   $    48.0    25.4
                                      _________   _________                _________   _________        
                                      _________   _________                _________   __________       
Net realized capital gains (losses),
 net of tax (included above)........  $    (1.5)  $      .7       -        $    (4.0)  $     3.5       -
                                      _________   _________                _________   _________        
                                      _________   _________                _________   _________        

</TABLE>


International's net income for the three and nine months ended 
September 30, 1995 increased $5 million and $12 million compared 
with the same periods a year ago.  Excluding net realized capital 
gains and losses, results for the three and nine months ended 
September 30, 1995 increased $7 million and $20 million, 
respectively, from the same periods a year ago.  The improvement 
in results primarily reflected increased earnings in the Pacific 
Rim and Chile.

During the third quarter of 1994, the company changed its 
accounting for its Korean affiliate from the consolidated basis of 
accounting to the equity basis of accounting.  The company 
recognized revenue of $98 million and benefits and expenses of $98 
million for the nine months ended September 30, 1994 from the 
affiliate.  During the first quarter of 1995, the company sold its 
interest in the affiliate at book value.

During the first quarter of 1995, the company increased its 
ownership in several of its Chilean operating subsidiaries.  The 
effects of this increased ownership are not expected to materially 
impact the results of the segment.


<PAGE> 34

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

Corporate
_________

<TABLE>

<CAPTION>

Operating Summary
(Millions, after-tax)           Three Months Ended September 30,       Nine Months Ended September 30, 
                                ________________________________       _______________________________
                                1995        1994        % Change       1995       1994        % Change
                                ____        ____        ________       ____       ____        ________

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

Interest expense.............   $    18.0   $    15.5       16.1%      $   53.9   $    43.1      25.1%
Other expense................        28.6        39.4      (27.4)          90.0       128.0     (29.7)

</TABLE>


The increase in interest expense of $3 million and $11 million for 
the three and nine months ended September 30, 1995 compared to the 
same periods a year ago resulted from the issuance by a subsidiary 
of $275 million of 9 1/2 % cumulative monthly income preferred 
securities in November 1994.  Other expense for the nine months 
ended September 30, 1995 included after-tax capital losses of $2 
million.  After-tax capital losses were less than $1 million for 
the three months ended September 30, 1995.  Included in other 
expenses for the three and nine months ended September 30, 1994 
were after-tax capital losses of $3 million and $7 million, 
respectively.  Excluding net realized capital losses, the decrease 
in other expenses in 1995 resulted from a reduction of corporate 
staff area expenses associated with the company's 1994 
restructuring.



<PAGE> 35

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

General Account Investments
___________________________

The company's invested assets were comprised of the following, net 
of impairment reserves:

<TABLE>

<CAPTION>
                                                  September 30,      December 31,
(Millions)                                            1995               1994     
_________________________________________________________________________________

<S>                                               <C>                <C>

Debt securities:
  Held for investment, at amortized
    cost (fair value $1,916.1 and $1,991.2)       $  1,888.1          $  2,000.8
  Available for sale, at fair value
    (amortized cost $38,104.8 and $36,984.2)        39,210.7            35,110.7
Equity securities, at fair value
    (cost $1,181.9 and $1,326.9)                     1,652.1             1,655.6
Short-term investments                                 866.7               450.4
Mortgage loans                                      10,446.1            11,843.6
Real estate                                          1,654.5             1,545.7
Policy loans                                           593.7               533.8
Other                                                1,026.6             1,152.7
________________________________________________________________________________
    Total invested assets                         $ 57,338.5          $ 54,293.3
________________________________________________________________________________
                                                  ______________________________

</TABLE>


Please refer to the company's 1994 Annual Report to Shareholders 
for a description of the company's investment objectives and 
policies.

The change in invested assets from December 31, 1994 to September 
30, 1995 primarily reflected appreciation of debt securities due 
to a decrease in interest rates, partially offset by a decrease in 
mortgage loans.  Debt securities included net unrealized capital 
gains of $1.1 billion at September 30, 1995, compared with net 
unrealized capital losses of $1.9 billion at December 31, 1994.  
Of such net unrealized capital gains at September 30, 1995, net 
gains of $266 million and $461 million related to assets 
supporting discontinued products and experience rated pension 
contractholders, respectively.  The decrease in mortgage loans 
principally reflected prepayments, payments at maturity on 
mortgage loans, foreclosures and the company's adoption of FAS 
Nos. 114 and 118 on January 1, 1995.

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 reserve on 
discontinuance of products.


<PAGE> 36

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

General Account Investments (Continued)
_______________________________________

Debt Securities

As of September 30, 1995 and December 31, 1994, the company's 
investments in debt securities represented 72% and 68%, 
respectively, of total general account invested assets and were as 
follows:

<TABLE>

<CAPTION>
                                           September 30,        December 31,
(Millions)                                     1995                 1994    
____________________________________________________________________________

<S>                                         <C>                 <C>

Supporting discontinued products            $ 5,760.3           $ 6,155.0
Supporting experience rated products         13,339.9            11,770.5
Supporting remaining products                21,998.6            19,186.0
                                            _____________________________
   Total                                    $41,098.8           $37,111.5
                                            _____________________________
                                            _____________________________

</TABLE>


Included in the company's total debt security balances were the 
following categories of debt securities:

<TABLE>

<CAPTION>

(Millions)                                                 September 30, 1995                          
_______________________________________________________________________________________________________
                                       "Below Investment        "Problem" Debt      "Potential Problem"
                                       Grade" Debt Securities   Securities          Debt Securities    
                                       ______________________   ______________      ___________________

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

Total                                  $1,727.9                 $   52.9            $  142.1
                                       ________                 ________            ________
                                       ________                 ________            ________
Percentage of total:
  Supporting discontinued products         26.7%                     8.7%               48.8%
  Supporting experience rated products     35.3                     23.1                28.7
  Supporting remaining products            38.0                     68.2                22.5
                                       ________                 ________            ________
                                          100.0%                   100.0%              100.0%
                                       ________                 ________            ________
                                       ________                 ________            ________



                                                           December 31, 1994                           
                                       ________________________________________________________________
                                       "Below Investment        "Problem" Debt      "Potential Problem"
                                       Grade" Debt 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%
                                       ________                 ________            ________
                                       ________                 ________            ________
</TABLE>


"Below investment grade" debt 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.

<PAGE> 37

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

General Account Investments (Continued)
_______________________________________

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

"Potential problem" debt securities are currently performing debt 
securities for which neither payment default nor debt 
restructuring is anticipated within six months, but whose issuers 
are experiencing 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 
was as follows:

<TABLE>
<CAPTION>
                                         Three Months Ended      Nine Months Ended
                                            September 30,           September 30,  
                                         __________________      _________________
(Millions)                               1995        1994        1995        1994  
__________________________________________________________________________________
<S>                                      <C>         <C>         <C>         <C>
Allocable to discontinued products       $   .4      $  1.0      $  1.2      $  2.9
Allocable to experience rated products       .2          .2          .9          .6
Allocable to remaining products             1.1          .9         2.5         3.6
</TABLE>


At September 30, 1995 and December 31, 1994, the carrying value 
(fair value) of collateralized mortgage obligations ("CMOs") was 
$3.4 billion.  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 September 30, 1995 and December 31, 1994, approximately 75% and 
82%, 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 September 30, 1995 and December 31, 1994, 
approximately 70% and 74%, 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).         
Z-tranches, which amounted to approximately 13% and 8% of the 
company's CMO holdings at September 30, 1995 and December 31, 
1994, respectively, receive principal payments from the underlying 
mortgage pool only after all other priority classes have been 
retired.


<PAGE> 38

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

General Account Investments (Continued)
_______________________________________

Mortgage Loans

During the first nine months of 1995, the mortgage loan portfolio 
was reduced 12% to $10.4 billion, net of impairment reserves.  The 
company's mortgage loan investments, net of impairment reserves, 
supported the following types of business:

<TABLE>
<CAPTION>
                                       September 30,       December 31,
(Millions)                                 1995                1994    
_______________________________________________________________________
<S>                                    <C>                 <C>
Supporting discontinued products       $ 3,931.0           $ 4,294.9
Supporting experience rated products     2,966.1             3,652.1
Supporting remaining products            3,549.0             3,896.6
                                       _____________________________
   Total                               $10,446.1           $11,843.6
                                       _____________________________
                                       _____________________________
</TABLE>


During the first nine months of 1995, 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.  Mortgage loans, net of impairment reserves, now 
represent 18% of total general account invested assets, down from 
38% in 1990.  During this period, the principal balance of the 
mortgage portfolio was reduced by 52%.  The principal balance of 
mortgage loans decreased $1.4 billion since December 31, 1994 
primarily reflecting the effect of repayments of maturing loans 
and loan prepayments and foreclosures.

During 1994, 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 possess 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 
$247 million and collateral with a fair market value of $169 
million were foreclosed upon in the first nine months of 1995.  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 September 30, 1995 and December 31, 1994, there were $211 
million and $193 million, respectively, of in-substance 
foreclosures (net of write-offs of $177 million and $136 million, 
respectively).


<PAGE> 39

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

General Account Investments (Continued)
_______________________________________

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

<TABLE>

<CAPTION>

(Millions)                                                     September 30, 1995                           
____________________________________________________________________________________________________________
                                                           Restructured      Potential
                                       Problem Loans       Loans             Problem Loans*     Total
                                       _____________       ____________      ______________     _____

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

Total                                  $  382.1            $  576.2          $1,101.5           $2,059.8
                                       ________            ________          ________           ________
                                       ________            ________          ________           ________
Percentage of total:
  Supporting discontinued products         22.8%               49.3%             50.0%
  Supporting experience rated products     42.2                26.7              26.5
  Supporting remaining products            35.0                24.0              23.5
                                       ________            ________          ________
                                          100.0%              100.0%            100.0%
                                       ________            ________          ________
                                       ________            ________          ________
Impairment reserves (1)                                                                         $  757.2**
                                                                                                ________
                                                                                                ________

Impairment reserves as
 a percentage of total                                                                              36.8%
                                                                                                ________
                                                                                                ________


                                                               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%
                                                                                                ________
                                                                                                ________


<FN>

(1) Please see Note 6 of Condensed Notes to Financial Statements for composition of
    impairment reserves between specific and general impairment reserves.

*   In connection with the company's adoption of FAS Nos. 114 and 118 on January 1, 1995
    (Please see Note 6 of Condensed Notes to Financial Statements), management has revised
    the definition of "potential problem loans".  (Please see "potential problem loans"
    on page 40.)

**  The general reserve at December 31, 1994 excluded reserves of approximately $208.5
    million related to experience rated products.  Had such reserves been included, total
    reserves would have been $992.6 million.  In connection with the company's adoption
    of FAS Nos. 114 and 118, the general reserve at September 30, 1995 included such reserves,
    related to experience rated products.  The inclusion of these reserves did not impact
    earnings or shareholders' equity.

</TABLE>


"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 decreased to $286 million at September 30, 
1995 from $422 million at December 31, 1994.


<PAGE> 40

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

General Account Investments (Continued)
_______________________________________

"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 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.  
(Please see the company's 1994 Annual Report to Shareholders for a 
complete description of the company's restructuring program.)  
During the three and nine months ended September 30, 1995, a loan 
which had been restructured, with a carrying value of $11 million 
(net of write-offs of $3 million) and with a current yield of 9% 
was classified as performing.

In connection with the company's adoption of FAS Nos. 114 and 118 
on January 1, 1995 (please see Note 6 of Condensed Notes to 
Financial Statements), management has revised the definition of 
"potential problem loans" to include all loans which are 
performing pursuant to existing terms and are considered likely to 
become classified as problem or restructured loans.  Prior to 
January 1, 1995, potential problem loans were performing loans 
which management believed were likely to become classified as 
problem or restructured loans in the next 12 months or so.  As a 
result of the revised definition, potential problem loans at 
September 30, 1995 are approximately $346 million higher than they 
would have been had the definition not been changed.  Potential 
problem 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 loans requires significant judgment as to likely future 
market conditions and developments specific to individual 
properties and borrowers.  Provision for losses that management 
believes are likely to arise from such potential problem loans is 
included in the specific impairment reserves.  (Please see Note 6 
of Condensed Notes to Financial Statements for a discussion of 
mortgage loan impairment reserves.)


<PAGE> 41

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

General Account Investments (Continued)
_______________________________________

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 September 30 and the portion thereof actually 
recorded as income were as follows:

<TABLE>

<CAPTION>
                                       Three Months Ended         Nine Months Ended
                                          September 30,             September 30,   
                                       __________________         _________________
 (Millions)                             1995       1994            1995      1994    
___________________________________________________________________________________

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

Income which would have been
 recorded under original terms
 of loans                              $  24.7    $  59.2        $  75.2    $ 166.5

Income recorded                           14.4       22.9           44.1       83.4
                                       _______    _______        _______    _______

Lost investment income                 $  10.3    $  36.3        $  31.1    $  83.1
                                       _______    _______        _______    _______
                                       _______    _______        _______    _______


Lost investment income allocated to
 investments supporting discontinued
 products (included above)             $   3.8    $  12.2        $  10.3    $  29.7
                                       _______    _______        _______    _______
                                       _______    _______        _______    _______


Lost investment income allocated to
 investments supporting experience
 rated pension products
 (included above)                      $   3.5    $  12.4        $  11.5    $  25.4
                                       _______    _______        _______    _______
                                       _______    _______        _______    _______

Lost investment income allocated to
 investments supporting remaining
 products (included above)             $   3.0    $  11.7        $   9.3    $  28.0
                                       _______    _______        _______    _______
                                       _______    _______        _______    _______

</TABLE>


<PAGE> 42

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

General Account Investments (Continued)
_______________________________________

Real Estate 

The company's equity real estate balances, net of write-downs and 
reserves, were as follows:

<TABLE>

<CAPTION>

(Millions)                                                   September 30, 1995                 
________________________________________________________________________________________________
                                       Investment               Properties          Total Equity
                                       Real Estate              Held for Sale       Real Estate 
                                       ___________              _____________       ____________

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

Total                                  $  398.2                 $1,256.3 (1)        $1,654.5
                                       ________                 ________            ________
                                       ________                 ________            ________
Percentage of total:
  Supporting discontinued products         16.7%                    48.9%
  Supporting experience rated products      6.8                     22.7
  Supporting remaining products            76.5                     28.4
                                       ________                 ________
                                          100.0%                   100.0%
                                       ________                 ________
                                       ________                 ________



                                                             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%
                                       ________                 ________
                                       ________                 ________
<FN>

(1) Includes $210.6 million and $193.4 million of in-substance foreclosures at
    September 30, 1995 and December 31, 1994, respectively.  (Please see "Mortgage Loans"
    on page 38 for discussion of in-substance foreclosures.)

</TABLE>


All real estate acquired through foreclosure, including in-
substance foreclosures, is classified as properties held for sale.  
These properties were carried at 62% and 60% of the company's cash 
investment (unpaid mortgage balance plus capital additions) at 
September 30, 1995 and December 31, 1994, respectively.

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.


<PAGE> 43

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

General Account Investments (Continued)
_______________________________________

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

<TABLE>
<CAPTION>
                                            September 30,      December 31,
(Millions)                                      1995              1994     
___________________________________________________________________________
<S>                                         <C>                <C>
Allocable to discontinued products          $  364.5           $  376.0
Allocable to experience rated products         206.9              179.6
Allocable to remaining products                227.7              206.6
                                            ________           ________

   Total                                    $  799.1           $  762.2
                                            ________           ________
                                            ________           ________

</TABLE>


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

<TABLE>
<CAPTION>
                                          Three Months Ended        Nine Months Ended
                                             September 30,             September 30,  
                                          __________________        _________________
(Millions)                                1995        1994          1995       1994   
_____________________________________________________________________________________
<S>                                       <C>         <C>          <C>         <C>
Allocable to discontinued products (1)    $ 13.0      $    -       $ 13.0      $ 13.8
Allocable to experience
 rated products (2)                            -         (.1)           -         4.5
Allocable to remaining products                -          .1        (10.8) (*)    (.3)

<FN>
(1) Write-downs and impairment expense allocable to discontinued products are
    charged against the reserve for future losses and do 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.

(*) Includes a $12.8 million realized capital gain related to the reversal of
    valuation reserves in the second quarter of 1995 on a foreclosed property that 
    appreciated in value.
</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, viewed separately, subject the company to 
varying degrees of market and credit risk.  However, when used for 
hedging, the expectation is that these instruments would reduce 
overall market risk.  Market risk is the possibility 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 10 
of Condensed Notes to Financial Statements for a discussion of the 
company's hedging activities.)

<PAGE> 44

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

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 $41.1 billion debt securities 
portfolio, as of September 30, 1995 were as follows:

<TABLE>

<CAPTION>
                                                     Amortized      Fair
(Millions)                                           Cost           Value    
_____________________________________________________________________________

<S>                                                  <C>            <C>

Collateralized mortgage obligations:............     $ 3,260.6      $ 3,378.6
  Interest-only strips (included above).........          15.6           26.8
  Principal-only strips (included above)........          49.4           62.2
Treasury and agency strips:
  Principal.....................................         694.3          701.6
  Interest......................................         104.8          108.5
Structured notes (1)............................          95.0           98.9
Warrants to purchase debt securities (2)........           2.8            3.1
Mandatorily convertible preferred stock.........           3.7            3.7

<FN>

(1) Represents non-leveraged instruments whose fair values and credit risk
    are based on underlying securities, including fixed income securities
    and interest rate swap agreements.

(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>



<PAGE> 45

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

Liquidity and Capital Resources
_______________________________

As a result of the addition by the company of $750 million 
($488 million, after-tax) to the environmental-related 
claims reserves in the second quarter of 1995, the company intends 
to contribute additional capital to the company's property-
casualty subsidiaries in order to restore capital levels 
(including risk-based capital), to appropriate levels for 
regulatory and other purposes, consistent with year-end 1994.  
Such infusion of capital of up to $450 million will be made by 
year-end 1995.  The company currently expects to generate the 
funding for such capital contributions initially through short-
term parent company borrowings.

Cash and cash equivalents at September 30, 1995 and December 31, 
1994 were $2.6 billion and $3.0 billion, respectively.  For the 
nine months ended September 30, 1995, net cash provided by 
operating activities was $113 million.  Net cash used for 
operating activities was $8 million during the first nine months 
of 1994.

For the first nine months of 1995, net cash provided by investing 
activities was $84 million and included a net increase in debt 
securities of $827 million, offset by $1.0 billion from maturities 
and repayments of mortgage loans.  Net cash provided by investing 
activities of $1.9 billion for nine months ended September 30, 
1994 included a net decrease in debt securities of $305 million 
and $1.7 billion from maturities and repayments of mortgage loans.

Short-term borrowings are used from time to time to provide for 
timing differences between receipts and disbursements in various 
portfolios.  The maximum amount of domestic short-term borrowings 
outstanding during the first nine months of 1995 was $185 million.

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 due to tight 
lending practices by banks and other financial institutions over 
the past several years.  Of the $907 million of mortgage loans 
scheduled to mature during the first nine months of 1995, $489 
million were not paid as scheduled, a substantial portion of which 
supported large case pension liabilities.  Of the loans not paid 
as scheduled, $260 million were extended at interest rates at 
least equal to current market (average rate of 10% over an average 
extension period of 5 years), $214 million were under forbearance 
(continuing to make payments under original loan terms) or under 
discussion with borrowers at September 30, 1995 and $15 million 
were foreclosed upon.  Of the $214 million of loans under 
forbearance or under discussion with borrowers, $92 million were 
classified as problem or restructured loans at September 30, 1995.  
Despite various indications that liquidity is returning to certain 
real estate markets, the company expects it will continue to 
extend or refinance maturing loans in the portfolio.

Pursuant to shelf registration statements declared effective by 
the Securities and Exchange Commission, the company may offer and 
sell up to $550 million of various types of securities, and Aetna 
Capital L.L.C., a subsidiary of the company, may offer and sell up 
to an additional $225 million of preferred securities.




<PAGE> 46

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

Liquidity and Capital Resources (Continued)
___________________________________________

Dividends Declared

On September 29, 1995, the Board of Directors declared a quarterly 
dividend of $.69 per share of common capital stock for 
shareholders of record at the close of business on October 27, 
1995, payable November 15, 1995.


New Accounting Pronouncements
_____________________________

Please see Note 2 of Condensed Notes to Financial Statements for a 
discussion of recently issued accounting pronouncements.


<PAGE> 47

PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings.

The company is continuously involved in numerous 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 such litigation cannot be determined 
at this time, such litigation, net of reserves established 
therefore 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.

Item 5.  Other Information.

(a)  Ratios of Earnings to Fixed Charges and Earnings to 
     Combined Fixed Charges and Preferred Stock Dividends

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

<TABLE>
<CAPTION>
                                             Nine Months Ended            Years ended December 31        
                                                                     ____________________________________
                                            September 30, 1995       1994    1993    1992    1991    1990
                                            __________________       ____    ____    ____    ____    ____
<S>                                         <C>                      <C>     <C>     <C>     <C>     <C>

Ratio of Earnings to Fixed Charges....      1.59                     4.60    (a)      .42(b) 2.13    3.03
Ratio of Earnings to Combined Fixed
 Charges and Preferred Stock Dividends      1.59                     4.60    (a)      .42(b) 2.13    3.03

<FN>

(a) The company 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 company's 1994 Annual Report to 
Shareholders.)  For the nine months ended September 30, 1995 and 
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> 48

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

  (a) Exhibits

      (12) Statement Re Computation of Ratios.

      (12.1) Computation of ratio of earnings to fixed charges and 
             ratio of earnings to combined fixed charges and 
             preferred stock dividends for the nine months ended 
             September 30, 1995 and for the years ended December 31, 
             1994, 1993, 1992, 1991 and 1990.

      (15) Letter Re Unaudited Interim Financial Information.

      (15.1) Letter from KPMG Peat Marwick LLP acknowledging
             awareness of the use of a report on unaudited
             interim financial information, dated
             October 27, 1995.

      (27) Financial Data Schedule.

  (b) Reports on Form 8-K

      None.


<PAGE> 49

                       SIGNATURES

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






                             Aetna Life and Casualty Company
                             _______________________________
                                       (Registrant)


Date  October 27, 1995          By   /s/ Robert J. Price                    
                                    ________________________
                                         (Signature)

                                       Robert J. Price
                                       Vice President and
                                       Corporate Controller
                                       (Chief Accounting Officer)




<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>

                                  Nine Months Ended                    Years Ended December 31,                  
                                                       ______________________________________________________
(Millions)                       September 30, 1995    1994        1993        1992        1991      1990    
                                 __________________    ____        ____        ____        ____      ________

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

Pretax income (loss) from
 continuing operations...........  $   77.4            $   658.3   $(1,147.4)  $ (121.4)   $  243.5  $  459.6

Add back fixed charges...........     150.2                186.1       171.0      194.3       221.5     229.0
Minority interest................      11.4                 11.4         7.0        8.6         5.9       4.9
                                   ________            _________   _________   ________    ________  ________

   Income (loss) as adjusted.....  $  239.0            $   855.8   $  (969.4)  $   81.5    $  470.9  $  693.5
                                   ________            _________   _________   ________    ________  ________
                                   ________            _________   _________   ________    ________  ________

Fixed charges:
  Interest on indebtedness.......  $   88.5(1)         $    98.6(1)$    77.4   $   81.4    $  110.9  $  119.9
  Portion of rents representative
   of interest factor............      61.7                 87.5        93.6      112.9       110.6     109.1
                                   ________            _________   _________   ________    ________  ________

   Total fixed charges...........  $  150.2            $   186.1   $   171.0   $  194.3    $  221.5  $  229.0
                                   ________            _________   _________   ________    ________  ________
                                   ________            _________   _________   ________    ________  ________

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

Total combined fixed charges
 and preferred stock dividend
 requirements....................  $  150.2            $   186.1   $   171.0   $  194.3    $  221.5  $  229.0
                                   ________            _________   _________   ________    ________  ________
                                   ________            _________   _________   ________    ________  ________

Ratio of earnings to fixed
 charges.........................      1.59                 4.60       (5.67)      0.42        2.13      3.03
                                   ________            _________   _________   ________    ________  ________
                                   ________            _________   _________   _________   ________  ________

Ratio of earnings to combined
 fixed charges and preferred
 stock dividends.................      1.59                 4.60       (5.67)      0.42        2.13      3.03
                                   ________            _________   _________   ________    ________  ________
                                   ________            _________   _________   ________    ________  ________


<FN>

(1) Includes the dividends paid to preferred shareholders of a subsidiary.
    (See Note 11 of Notes to Financial Statements in the company's 1994 Annual
    Report to Shareholders.)

</TABLE>




<PAGE> 1

Letter Re:  Unaudited Interim Financial Information
___________________________________________________

Aetna Life and Casualty Company
Hartford, Connecticut

Gentlemen:

Re:  Registration Statements No. 2-73911, 2-91514, 33-12993,
33-49543, 33-50427, 33-52819, 33-52819-01 and 33-62893


With respect to the subject registration statements, we 
acknowledge our awareness of the use therein of our report dated 
October 26, 1995 related to our review of interim financial 
information.

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




                             By   /s/  KPMG PEAT MARWICK LLP  
                                 ___________________________
                                         (Signature)
                                       KPMG Peat Marwick LLP

Hartford, Connecticut
October 27, 1995




<TABLE> <S> <C>

<ARTICLE> 7
<LEGEND>
This schedule contains summary financial information extracted from the
financial statements contained in the Form 10-Q for the quarterly period
ended September 30, 1995 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>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               SEP-30-1995
<DEBT-HELD-FOR-SALE>                            39,211
<DEBT-CARRYING-VALUE>                            1,888
<DEBT-MARKET-VALUE>                              1,916
<EQUITIES>                                       1,652
<MORTGAGE>                                      10,446
<REAL-ESTATE>                                    1,655
<TOTAL-INVEST>                                  57,339
<CASH>                                           2,581
<RECOVER-REINSURE>                               5,226
<DEFERRED-ACQUISITION>                           2,175
<TOTAL-ASSETS>                                 101,653
<POLICY-LOSSES>                                 17,958
<UNEARNED-PREMIUMS>                              1,642
<POLICY-OTHER>                                  18,062
<POLICY-HOLDER-FUNDS>                           23,624
<NOTES-PAYABLE>                                  1,121
<COMMON>                                         1,426
                                0
                                          0
<OTHER-SE>                                       5,475
<TOTAL-LIABILITY-AND-EQUITY>                   101,653
                                       8,611
<INVESTMENT-INCOME>                              3,345
<INVESTMENT-GAINS>                                (33)
<OTHER-INCOME>                                   1,478
<BENEFITS>                                       9,881
<UNDERWRITING-AMORTIZATION>                        575
<UNDERWRITING-OTHER>                                 0
<INCOME-PRETAX>                                     77
<INCOME-TAX>                                         1
<INCOME-CONTINUING>                                 76
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                        76
<EPS-PRIMARY>                                      .67
<EPS-DILUTED>                                        0<F1>
<RESERVE-OPEN>                                       0
<PROVISION-CURRENT>                                  0
<PROVISION-PRIOR>                                    0
<PAYMENTS-CURRENT>                                   0
<PAYMENTS-PRIOR>                                     0
<RESERVE-CLOSE>                                      0
<CUMULATIVE-DEFICIENCY>                              0
<FN>
<F1>There is not a significant difference between primary and fully diluted
earnings per share.
</FN>
        


</TABLE>


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