AETNA LIFE & CASUALTY CO
10-Q, 1995-04-28
LIFE INSURANCE
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<PAGE> 1

                SECURITIES AND EXCHANGE COMMISSION

                       Washington, D.C.  20549

                             Form 10-Q

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


For the quarterly period ended  March 31, 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     (203) 273-0123      
                                                     ______________________




Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 12, 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 March 31, 1995 
  ________________                          __________________


Common Capital Stock                           112,759,811
 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                19

Item 2.  Management's Discussion and Analysis of
           Financial Condition and Results of
           Operations.                                      20


PART II. OTHER INFORMATION

Item 1.  Legal Proceedings.                                 45

Item 5.  Other Information.                                 45

Item 6.  Exhibits and Reports on Form 8-K.                  47


Signatures                                                  48


<PAGE> 3

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements.

                AETNA LIFE AND CASUALTY COMPANY AND SUBSIDIARIES

                       CONSOLIDATED STATEMENTS OF INCOME

<TABLE>

<CAPTION>

                                                                     3 Months Ended
                                                                        March 31,           
                                                              ______________________________
(Millions, except share and per share data)                   1995              1994
                                                              ____              ____

<S>                                                           <C>               <C>

Revenue:
  Premiums.............................................       $    2,929.0      $    2,742.3
  Net investment income................................            1,085.9           1,126.5
  Fees and other income................................              476.0             460.6
  Net realized capital losses..........................               (6.4)             (5.9)
                                                              ____________      ____________
      Total revenue....................................            4,484.5           4,323.5
                                                              ____________      ____________

Benefits and expenses:
  Current and future benefits..........................            3,122.4           3,117.6
  Operating expenses...................................              935.0             957.5
  Amortization of deferred policy acquisition costs....              187.2             192.0
                                                              ____________      ____________
      Total benefits and expenses......................            4,244.6           4,267.1
                                                              ____________      ____________

Income before income taxes.............................              239.9              56.4
Federal and foreign income taxes (benefits):
  Current..............................................              (19.2)              2.3
  Deferred.............................................               98.3               8.4
                                                              ____________      ____________
      Total federal and foreign income taxes...........               79.1              10.7
                                                              ____________      ____________

      Net income.......................................       $      160.8      $       45.7
                                                              ____________      ____________
                                                              ____________      ____________

Results per common share:
Net income.............................................       $       1.42      $        .40
                                                              ____________      ____________
                                                              ____________      ____________
Dividends declared.....................................       $        .69      $        .69
                                                              ____________      ____________
                                                              ____________      ____________

Weighted average common shares outstanding.............        112,949,522       113,129,560
                                                              ____________      ____________
                                                              ____________      ____________

<FN>

See Condensed Notes to Financial Statements.

</TABLE>


<PAGE> 4

         AETNA LIFE AND CASUALTY COMPANY AND SUBSIDIARIES

                    CONSOLIDATED BALANCE SHEETS

<TABLE>

<CAPTION>

                                              March 31,       December 31,
(Millions)                                      1995              1994    
                                            _____________     ____________

<S>                                         <C>               <C>

Assets:
Investments:
  Debt securities:
    Held for investment, at amortized
     cost (fair value $1,884.9 and
      $1,991.2).......................      $  1,871.9        $  2,000.8
    Available for sale, at fair value
     (amortized cost $37,495.5 and
      $36,984.2)......................        36,715.8          35,110.7
  Equity securities, at fair value
   (cost $1,135.8 and $1,326.9).......         1,489.7           1,655.6
  Short-term investments..............           434.0             450.4
  Mortgage loans......................        11,321.3          11,843.6
  Real estate.........................         1,545.7           1,545.7
  Policy loans........................           558.8             533.8
  Other...............................         1,099.4           1,152.7
                                             _________        __________
      Total investments...............        55,036.6          54,293.3
Cash and cash equivalents.............         3,144.0           2,953.6
Reinsurance recoverables and
 receivables..........................         5,019.1           5,011.0
Accrued investment income.............           737.7             777.2
Premiums due and other receivables....         1,968.5           1,722.9
Federal and foreign income taxes:
  Current.............................            68.1              18.3
  Deferred............................         1,248.2           1,266.7
Deferred policy acquisition costs.....         2,054.4           2,014.7
Other assets..........................         2,041.0           1,992.2
Separate Accounts assets..............        25,152.8          24,122.6
                                            __________        __________
      Total assets....................      $ 96,470.4        $ 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>

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

<S>                                                    <C>               <C>

Liabilities:
  Future policy benefits........................       $ 17,471.6        $ 17,979.2
  Unpaid claims and claim expenses..............         17,501.9          17,478.3
  Unearned premiums.............................          1,659.0           1,604.9
  Policyholders' funds left with the company....         23,561.4          23,223.1
                                                       __________        __________
      Total insurance reserve liabilities.......         60,193.9          60,285.5
  Dividends payable to shareholders.............             77.8              77.7
  Short-term debt...............................            106.7              23.9
  Long-term debt................................          1,113.7           1,114.7
  Other liabilities.............................          3,305.8           2,718.6
  Participating policyholders' interests........            154.8             170.5
  Separate Accounts liabilities.................         25,019.4          24,003.6
                                                       __________        __________
      Total liabilities.........................         89,972.1          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 112,759,811
   and 112,657,758 outstanding).................          1,418.1           1,419.2
  Net unrealized capital losses.................           (438.2)         (1,071.5)
  Retained earnings.............................          5,342.6           5,259.6
  Treasury stock, at cost 2,179,464 and 
   2,281,517 shares)............................            (99.2)           (104.3)
                                                       __________        __________

      Total shareholders' equity................          6,223.3           5,503.0
                                                       __________        __________

      Total liabilities and
       shareholders' equity.....................       $ 96,470.4        $ 94,172.5
                                                       __________        __________
                                                       __________        __________

  Shareholders' equity per common share.........       $    55.19        $    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
Three Months Ended March 31, 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............................     160.8                                        160.8
Net change in unrealized capital gains
  and losses..........................     633.3                       633.3
Common stock issued for benefit plans
  102,053 shares).....................       5.1                                                       5.1
Loss on issuance of treasury stock....      (1.1)         (1.1)
Common stock dividends declared.......     (77.8)                                       (77.8)            
                                        __________________________________________________________________


Balances at March 31, 1995              $6,223.3      $1,418.1     $  (438.2)        $5,342.6      $ (99.2)
__________________________________________________________________________________________________________
__________________________________________________________________________________________________________




Three Months Ended March 31, 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............................      45.7                                         45.7
Net change in unrealized capital gains
  and losses..........................    (588.7)                     (588.7)
Common stock issued for benefit plans
  (335,477 shares)....................      18.1                                                      18.1
Loss on issuance of treasury stock....      (2.0)         (2.0)
Common stock dividends declared.......     (77.9)                                       (77.9)            
                                      ____________________________________________________________________

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

<FN>

See Condensed Notes to Financial Statements.

</TABLE>


<PAGE> 7

              AETNA LIFE AND CASUALTY COMPANY AND SUBSIDIARIES

                    CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                           3 Months Ended
                                                                              March 31,         
                                                                        ________________________
(Millions)                                                              1995           1994
                                                                        ____           ____
<S>                                                                     <C>            <C>
Cash Flows from Operating Activities:
   Net income.......................................................    $   160.8      $    45.7
   Adjustments to reconcile net income to net
   cash used for operating activities:
      Decrease in accrued investment income..........................        39.8           36.8
      (Increase) decrease in premiums due and other receivables......      (232.9)          98.3
      Decrease (increase) in reinsurance recoverables and receivables          .7          (61.3)
      Increase in deferred policy acquisition costs..................       (21.8)         (36.1)
      Depreciation and amortization..................................        46.9           46.9
      Decrease in federal and foreign income taxes...................       (39.1)        (177.6)
      Net increase (decrease) in other assets and other liabilities..       130.5         (524.6)
      Decrease in insurance reserve liabilities......................       (18.3)        (583.8)
      Net sales of debt trading securities...........................           -           52.3
      Increase in minority interest..................................       (24.0)         (13.5)
      Net realized capital losses....................................         6.4            5.9
      Amortization of net investment discount........................       (23.8)         (27.7)
      Other, net.....................................................       (26.5)          16.1
                                                                        _________      _________
        Net cash used for operating activities.......................        (1.3)      (1,122.6)
                                                                        _________      _________
Cash Flows from Investing Activities:
   Proceeds from sales of:
      Debt securities available for sale.............................     3,089.9         6,945.0
      Debt securities held for investment............................           -            5.6
      Equity securities..............................................       376.2          270.7
      Mortgage loans.................................................         4.3           36.4
      Real estate....................................................        41.8           99.4
      Short-term investments.........................................    14,515.4       15,972.4
   Investment repayments of:
      Debt securities available for sale.............................       566.2        1,285.4
      Debt securities held for investment............................       128.5          214.4
      Mortgage loans.................................................       552.2          525.7
   Cost of investments in:
      Debt securities available for sale.............................    (4,151.7)      (7,649.5)
      Debt securities held for investment............................        (8.2)           (.1)
      Equity securities..............................................      (143.0)        (316.5)
      Mortgage loans.................................................       (45.9)         (91.3)
      Real estate....................................................       (41.0)         (10.7)
      Short-term investments.........................................   (14,507.6)     (15,862.2)
   Increase in property, plant & equipment...........................       (37.4)         (25.9)
   Net (increase) decrease in Separate Accounts......................       (14.5)           3.7
   Other, net........................................................       355.3           (2.6)
                                                                        _________      _________
     Net cash provided by investing activities.......................       680.5        1,399.9
                                                                        _________      _________
Cash Flows from Financing Activities:
   Deposits and interest credited for investment contracts...........       209.6          985.7
   Withdrawals of investment contracts...............................      (706.2)      (1,257.1)
   Issuance of long-term debt........................................           -           68.2
   Stock issued under benefit plans..................................         4.0           16.1
   Repayment of long-term debt.......................................        (1.5)         (91.3)
   Net increase in short-term debt...................................        83.0           64.6
   Dividends paid to shareholders....................................       (77.6)         (77.9)
                                                                        _________      _________
     Net cash used for financing activities..........................      (488.7)        (291.7)
                                                                        _________      _________
Effect of exchange rate changes on cash and cash
   equivalents.......................................................         (.1)          (2.4)
                                                                        _________      _________
Net increase (decrease) in cash and cash equivalents.................       190.4          (16.8)
Cash and cash equivalents, beginning of period.......................     2,953.6        1,557.8
                                                                        _________      _________
Cash and cash equivalents, end of period.............................   $ 3,144.0      $ 1,541.0
                                                                        _________      _________
                                                                        _________      _________

Supplemental Cash Flow Information:
   Interest paid.....................................................   $    42.8      $    35.9
                                                                        _________      _________
                                                                        _________      _________
   Income taxes paid (received)......................................   $     6.6      $   (71.1)
                                                                        _________      _________
                                                                        _________      _________
<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 cost to sell 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 is not expected to be material.

(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 $725 million and $768 million at March 31, 1995 
and December 31, 1994, respectively, which were 21% and 22%, 
respectively, of the total workers' compensation reserves for 
unpaid claims and claim adjustment expenses.  Certain other 
property-casualty reserves with fixed and determinable payment 
patterns have been discounted at risk free rates.  The aggregate 
amount of such discount was approximately $21 million at March 31, 
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 months ended March 31, 
1995 and 1994 were charged to the reserve for anticipated future 
losses and did not affect the company's results of operations.


<PAGE> 9

     AETNA LIFE AND CASUALTY COMPANY AND SUBSIDIARIES

           CONDENSED NOTES TO FINANCIAL STATEMENTS
                       (Continued)

(4)  Discontinued Products (Continued)

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 March 31, 1995 is adequate to provide for future losses 
associated with the guaranteed product liabilities.  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.)

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

<TABLE>
<CAPTION>
                                                                                 Charged to
                                        Guaranteed    Single-                    Reserve for
                                        Investment    Premium                    Future
Three months ended March 31, 1995       Contracts     Annuities    Total         Losses       Net*   
_____________________________________________________________________________________________________
<S>                                     <C>           <C>          <C>           <C>          <C>
Net investment income                   $  132.3      $ 110.1      $  242.4      $     -      $ 242.4
Net realized capital gains (losses)        (18.5)         8.0         (10.5)        10.5            -
Interest earned on receivable
  from continuing business                   5.1          7.6          12.7            -         12.7
Other income                                 2.5          3.0           5.5            -          5.5
                                        _____________________________________________________________
     Total revenue                         121.4        128.7         250.1         10.5        260.6
                                        _____________________________________________________________

Current and future benefits                155.2        114.4         269.6        (10.2)       259.4
Operating expenses                           (.3)         1.5           1.2            -          1.2
                                        _____________________________________________________________
     Total benefits and expenses           154.9        115.9         270.8        (10.2)       260.6
                                        _____________________________________________________________

Results of discontinued products        $  (33.5)    $   12.8      $  (20.7)     $  20.7      $     -
_____________________________________________________________________________________________________
                                        _____________________________________________________________


                                                                                 Charged to
                                        Guaranteed    Single-                    Reserve for
                                        Investment    Premium                    Future
Three months ended March 31, 1994       Contracts     Annuities    Total         Losses       Net*   
_____________________________________________________________________________________________________
<S>                                     <C>           <C>          <C>           <C>          <C>
Premiums                                $      -      $  39.2      $   39.2      $     -      $  39.2
Net investment income                      171.0        108.9         279.9            -        279.9
Net realized capital losses                (25.5)       (15.5)        (41.0)        41.0            -
Interest earned on receivable
  from continuing business                   4.7          6.9          11.6            -         11.6
Other income                                 2.9          2.8           5.7            -          5.7
                                        _____________________________________________________________
     Total revenue                         153.1        142.3         295.4         41.0        336.4
                                        _____________________________________________________________

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

Results of discontinued products        $  (51.4)     $ (10.2)     $  (61.6)     $  61.6      $     -
_____________________________________________________________________________________________________
                                        _____________________________________________________________

<FN>
* Amounts are reflected in the 1995 and 1994 Consolidated Statements of Income, except for interest of
  $12.7 million and $11.6 million for the three months ended March 31, 1995 and 1994, respectively,
  earned on the receivable from continuing business which is eliminated in consolidation.
</TABLE>


Deposits of $9.8 million and $134.2 million were received for the three
months ended March 31, 1995 and 1994, respectively, under pre-existing GIC
contracts.  In accordance with FAS No. 97, such deposits are not included in
premiums or revenue.


<PAGE> 10

     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>
                                                  March 31, 1995              
                                       _______________________________________
                                       Guaranteed      Single-
                                       Investment      Premium
                                       Contracts       Annuities     Total    
                                       _______________________________________
<S>                                    <C>             <C>           <C>

Debt securities available for sale     $ 2,905.3       $ 3,276.5     $ 6,181.8
Mortgage loans                           2,692.5         1,513.2       4,205.7
Real estate                                547.7           171.7         719.4
Short-term and other investments           232.3           167.4         399.7
                                       _______________________________________
   Total investments                     6,377.8         5,128.8      11,506.6
Current and deferred income taxes          263.7           128.7         392.4
Receivable from continuing
  business                                 414.5           470.7         885.2
Other                                       10.6             2.1          12.7
                                      ________________________________________
     Total assets                     $  7,066.6       $ 5,730.3     $12,796.9
______________________________________________________________________________
______________________________________________________________________________
Future policy benefits                $        -       $ 5,007.7     $ 5,007.7
Policyholders' funds left with
  the company                            6,717.5               -       6,717.5
Reserve for future losses on
  discontinued products                    312.1           664.2         976.3
Other                                       37.0            58.4          95.4
                                      ________________________________________
     Total liabilities                $  7,066.6       $ 5,730.3     $12,796.9
______________________________________________________________________________
______________________________________________________________________________

</TABLE>


Net unrealized capital gains as of March 31, 1995 on available for 
sale debt securities are included above in other assets 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 March 31, 1995 and December 31, 1994, estimated future after-
tax realized capital losses of approximately $122 million and $127 
million ($187 million and $196 million, pretax), respectively, 
attributable to mortgage loans and real estate supporting GICs, 
and $44 million and $47 million ($67 million and $73 million, 
pretax), respectively, attributable to mortgage loans and real 
estate supporting SPAs were expected to be charged to the reserve 
for future losses.  Included in the ($18.5) million and $8.0 
million of net realized capital (losses) gains (pretax) on GICs 
and SPAs, respectively, for the three months ended March 31, 1995, 
are (losses) gains from the sale of bonds of ($8.8) million and 
$14.5 million, respectively.  Included in the $25.5 million and 
$15.5 million of net realized capital losses (pretax) on GICs and 
SPAs, respectively, for the three months ended March 31, 1994, are 
gains (losses) from the sale of bonds of $15.5 million and ($5.8) 
million, respectively.  As a result of selling bonds and realizing 
losses and reinvesting the proceeds at higher interest rates, and 
settling GIC liabilities at favorable pricing, the related 
anticipated future losses associated with the negative interest 
margin are expected to be reduced in the future.


<PAGE> 11

     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>
                                          3 Months Ended March 31, 1995  
                                      ___________________________________
                                      Guaranteed    Single-
                                      Investment    Premium
                                      Contracts     Annuities   Total    
_________________________________________________________________________
<S>                                   <C>           <C>         <C>
Reserve at beginning of period        $   345.6     $   651.4   $   997.0
Loss on discontinued products             (33.5)         12.8       (20.7)
                                      ___________________________________
Reserve at end of period              $   312.1     $   664.2   $   976.3
_________________________________________________________________________
                                      ___________________________________
</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 will be funded from invested assets supporting 
Large Case Pensions and accrue interest at the discount rates used 
to calculate the loss on discontinuance until the receivable is 
funded.  The offsetting payable established in continuing products 
will similarly accrue interest, generally offsetting the 
investment income on the assets available to fund the shortfalls.  
These amounts are eliminated in consolidation and are therefore 
not reflected on the Consolidated Balance Sheet.  At March 31, 
1995 no funding had taken place.  The activity in the receivable 
from continuing business was as follows (pretax, in millions):

<TABLE>
<CAPTION>
                                             3 Months Ended March 31, 1995  
                                         ___________________________________
                                         Guaranteed    Single-
                                         Investment    Premium
                                         Contracts     Annuities   Total    
____________________________________________________________________________
<S>                                      <C>           <C>         <C>
Receivable at beginning of period        $   409.4     $   463.1   $   872.5
Interest earned                                5.1           7.6        12.7
                                         ___________________________________
Receivable at end of period              $   414.5     $   470.7   $   885.2
____________________________________________________________________________
                                         ___________________________________
</TABLE>


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

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


<PAGE> 12

     AETNA LIFE AND CASUALTY COMPANY AND SUBSIDIARIES

           CONDENSED NOTES TO FINANCIAL STATEMENTS
                       (Continued)

(5)  Investments

Net investment income includes amounts allocable to experience 
rated contractholders of $361 million for both the three months 
ended March 31, 1995 and 1994.  Interest credited to 
contractholders is included in current and future benefits.

Net realized capital losses allocable to experience rated 
contractholders of $35 million and $52 million for the three 
months ended March 31, 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.  When the company determines that a loan is 
impaired, a specific impairment reserve is established for the 
difference between the recorded investment (i.e., cost less 
valuation reserves) 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 impairment provision 
for 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.

At March 31, 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 
$444 million for which no specific reserves are considered 
necessary.

<TABLE>

<CAPTION>

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

Supporting discontinued products              $ 1,039.4         $   287.4
Supporting experience rated products              715.8             224.4
Supporting remaining products                     731.6             191.0
                                              ___________________________
   Total Impaired Loans                       $ 2,486.8         $   702.8
_________________________________________________________________________
                                              ___________________________

</TABLE>


<PAGE> 13

     AETNA LIFE AND CASUALTY COMPANY AND SUBSIDIARIES

           CONDENSED NOTES TO FINANCIAL STATEMENTS
                       (Continued)

(5)  Investments (Continued)

The activity in the specific and general reserves as of March 31, 
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   March 31,
(Millions)   as reported        Products (1) as adjusted        loss      accounts   Write-offs  1995     
             _________________  ____________ __________________ ________  ________   __________  _________
<S>          <C>                <C>          <C>                <C>       <C>        <C>         <C>

Supporting
discontinued
products     $  372.1           $      -     $  372.1           $    -    $   18.4(2)$     -     $   390.5

Supporting
experienced 
rated
products        156.1              208.5        364.6                -         7.3(2)  (16.4)        355.5

Supporting 
remaining 
products        255.9                  -        255.9              4.4           -      (2.7)        257.6
             _____________________________________________________________________________________________
  Total      $  784.1           $  208.5     $  992.6           $  4.4    $   25.7   $ (19.1)    $ 1,003.6
__________________________________________________________________________________________________________
             _____________________________________________________________________________________________

Specific
Reserves     $  434.1           $      -     $  434.1           $  0.6    $  287.2(3)$ (19.1)    $   702.8

General
Reserve         350.0              208.5        558.5              3.8      (261.5)(3)     -         300.8
             _____________________________________________________________________________________________
  Total      $  784.1           $  208.5     $  992.6           $  4.4    $   25.7   $ (19.1)    $ 1,003.6
__________________________________________________________________________________________________________
             _____________________________________________________________________________________________

<FN>

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

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

(3)  $261.5 million of general reserve related to performing loans at December 31,
     1994 were reclassified to specific reserves at March 31, 1995.

</TABLE>


<PAGE> 14

     AETNA LIFE AND CASUALTY COMPANY AND SUBSIDIARIES

           CONDENSED NOTES TO FINANCIAL STATEMENTS
                       (Continued)

(5)  Investments (Continued)

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.

Income earned (pretax) and received on the average recorded 
investment in impaired loans for the three months ended March 31, 
1995, was as follows:

<TABLE>
<CAPTION>
                                          Average
                                          Impaired    Income    Income
(Millions)                                Loans       Earned    Received
                                          ________    ______    ________
<S>                                       <C>         <C>       <C>
Supporting discontinued products          $ 1,056.1   $  18.4   $  17.5
Supporting experience rated products          855.9      13.0      12.9
Supporting remaining products                 628.2       8.3       8.8
                                          _____________________________
  Total                                   $ 2,540.2   $  39.7   $  39.2
_______________________________________________________________________
                                          _____________________________
</TABLE>


(6)  Federal and Foreign Income Taxes

Net unrealized capital gains and losses are presented in 
shareholders' equity net of deferred taxes.  At March 31, 1995, 
$238 million of net unrealized capital losses primarily on 
available for sale debt and equity securities were reflected in 
shareholders' equity without deferred tax benefits.  For federal 
income tax purposes, capital losses are deductible only against 
capital gains in the year of sale or during the carryback and 
carryforward periods (three and five years, respectively).  Due to 
the expected full utilization of capital gains in the carryback 
period and the uncertainty of future capital gains, a valuation 
allowance of $83 million related to the net unrealized capital 
losses has been reflected in shareholder's equity at March 31, 
1995.  In addition, at March 31, 1995, $201 million of unrealized 
capital losses related to experience rated contracts are not 
reflected in shareholders' equity since such losses, if realized, 
will be charged to contractholders.  However, the potential loss 
of tax benefits on such losses is the risk of the company and 
therefore would adversely affect the company rather than the 
contractholder.  Accordingly, an additional valuation allowance of 
$71 million has been reflected in shareholders' equity as of March 
31, 1995.  Any reversals of the valuation allowance are contingent 
upon the recognition of future capital gains in the company's 
federal income tax return or a change in circumstances which 
causes the recognition of the benefits to become more likely than 
not.  Non-recognition of the deferred tax benefits on net 
unrealized losses described above had no impact on net income for 
the three months ended March 31, 1995, but has the potential to 
adversely affect future results if such losses are realized.  
Potential losses of tax benefits related to net unrealized losses 
on assets supporting the discontinued products are not expected to 
adversely affect the company's future results.


<PAGE> 15

     AETNA LIFE AND CASUALTY COMPANY AND SUBSIDIARIES

           CONDENSED NOTES TO FINANCIAL STATEMENTS
                       (Continued)

(7)  Reinsurance

Ceded earned premiums were $.3 billion for both the three months 
ended March 31, 1995 and 1994.  Ceded current and future benefits 
were $.3 billion and $.4 billion for the three months ended March 
31, 1995 and 1994, respectively.

(8)  Debt

The company has credit facilities aggregating $1 billion with a 
group of worldwide banks.  One $500 million facility terminates in 
July 1995 and the other $500 million facility terminates in July 
1999.  Various interest rate options are available under each 
facility and any borrowings mature on the expiration date of the 
applicable credit commitment.  The company pays facility fees 
ranging from .08% to .375% per annum under the short-term credit 
agreement and from .1% to .5% per annum under the medium-term 
credit agreement, depending upon the company's long-term senior 
unsecured debt rating.  The commitments require the company to 
maintain shareholders' equity, excluding net unrealized capital 
gains and losses, of at least $5.0 billion.  These facilities also 
support the company's commercial paper borrowing program.

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.


<PAGE> 16

     AETNA LIFE AND CASUALTY COMPANY AND SUBSIDIARIES

           CONDENSED NOTES TO FINANCIAL STATEMENTS
                       (Continued)

(9)  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 41 and 42 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
March 31, 1995                               Amount      (Liability)  Value   
______________                               ________    ___________  ________
<S>                                          <C>         <C>          <C>
Foreign exchange forward contracts - sell:
  Related to net investments in foreign
  affiliates                                 $ 458.7     $  (11.3)    $  (12.9)
  Related to investments in non-dollar
  denominated assets                           247.9         (5.8)        (6.1)
Foreign exchange forward contracts - buy:
  Related to net investments in foreign
  affiliates                                    32.7          7.7          5.6
  Related to investments in non-dollar
  denominated assets                            89.2          2.3          2.4
Futures contracts to purchase investments       87.0          (.4)          .4
Futures contracts to sell investments           74.6          3.3         (3.3)
Forward contracts to purchase investments      152.6            -           .1
Forward contracts to sell investments           54.6            -            -
Interest rate swaps:
  Unrecognized gains                           569.4            -         21.6
  Unrecognized losses                          526.4            -        (15.9)
Written covered call options                    30.0          (.3)         (.3)



                                                         Carrying
                                                         Value
                                             Notional    Asset        Fair
December 31, 1994                            Amount      (Liability)  Value   
_________________                            ________    ___________  ________
<S>                                          <C>         <C>          <C>
Foreign exchange forward contracts - sell:
  Related to net investments in foreign
  affiliates                                 $ 497.8     $   (2.5)    $   (4.7)
  Related to investments in non-dollar
  denominated assets                           266.9          (.8)        (1.6)
Foreign exchange forward contracts - buy:
  Related to net investments in foreign
  affiliates                                    48.5          5.2          4.8
  Related to investments in non-dollar
  denominated assets                            40.9           .1           .2
Futures contracts to purchase investments      122.5          (.1)          .1
Forward contracts to purchase investments        5.6            -            -
Interest rate swaps:
  Unrecognized gains                           429.4            -         20.7
  Unrecognized losses                          386.4            -        (18.3)

</TABLE>


<PAGE> 17

     AETNA LIFE AND CASUALTY COMPANY AND SUBSIDIARIES

           CONDENSED NOTES TO FINANCIAL STATEMENTS
                       (Continued)

(10)  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 $13 million 
and $102 million for the three months ended March 31, 1995 and 
1994, respectively.

(11)  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.  There is not a significant difference 
between primary and fully diluted earnings per share.

(12)  Commitments and Contingent Liabilities

Environmental and Asbestos-Related Claims

Reserving for environmental and asbestos-related claims is subject 
to significant uncertainties.  Because of these significant 
uncertainties, management is unable to make a reasonable estimate 
as to the ultimate amount of losses or a reasonable range of 
losses for all environmental and asbestos-related claims and 
related litigation expenses.  To the extent that such liabilities 
are not reasonably estimable, no reserve has been provided.  
However, reserves for these liabilities are evaluated by 
management regularly, and, subject to the significant 
uncertainties, adjustments have been and are expected to be made 
to such reserves as developing loss patterns and other information 
appear to warrant. Environmental and asbestos-related loss and 
loss adjustment expense reserves, as reflected on the Consolidated 
Balance Sheet, were as follows (before reinsurance and net of 
discount on environmental settlements, in millions):

<TABLE>

<CAPTION>
                                         March 31,
                                           1995   
__________________________________________________
<S>                                      <C>

Environmental Liability                  $  497
Asbestos Bodily Injury                      298
Asbestos Property Damage                     29
                                         ______
  Total Environmental and
    Asbestos-Related Reserves            $  824
_______________________________________________
                                         ______
</TABLE>


<PAGE> 18

     AETNA LIFE AND CASUALTY COMPANY AND SUBSIDIARIES

           CONDENSED NOTES TO FINANCIAL STATEMENTS
                       (Continued)

(13)  Litigation

Beginning in 1988, the attorneys general of 20 states each filed 
separate antitrust suits against The Aetna Casualty and Surety 
Company ("Aetna") and over 30 other insurers, reinsurers, trade 
associations and brokers.  A full description of this litigation 
is contained in Note 19 of Notes to Consolidated Financial 
Statements in the company's 1994 Annual Report to Shareholders.  
On March 29, 1995, the United States District Court for the 
Northern District of California approved the plaintiffs' 
settlement of this litigation with all defendants, including 
Aetna.  Aetna's share of the settlement is not material.

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

While the ultimate outcome of such litigation cannot be determined 
at this time, such litigation (other than that related to 
environmental and asbestos-related claims, which is subject to 
significant uncertainties), net of reserves established therefor 
and giving effect to reinsurance probable of recovery, is not 
expected to result in judgments for amounts material to the 
financial condition of the company, although it may adversely 
affect results of operations in future periods.  The company is 
expected to be affected adversely in the future by losses for 
environmental and asbestos-related claims and related litigation 
expenses and such effect could be material to the company's future 
results, liquidity and/or capital resources.


<PAGE> 19

           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 
March 31, 1995, and the related condensed consolidated statements 
of income for the three-month periods ended March 31, 1995 and 
1994, and the related condensed consolidated statements of 
shareholders' equity and cash flows for the three-month periods 
ended March 31, 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
April 27, 1995


<PAGE> 20

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 March 31      
                                       ___________________________________

                                       1995         1994          % Change
                                       ____         ____          ________

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

Premiums.............................  $ 2,929.0    $ 2,742.3       6.8%
Net investment income................    1,085.9      1,126.5      (3.6)
Fees and other income................      476.0        460.6       3.3
Net realized capital losses..........       (6.4)        (5.9)     (8.5)
                                       _________    _________
    Total revenue....................    4,484.5      4,323.5       3.7

Current and future benefits..........    3,122.4      3,117.6        .2
Operating expenses...................      935.0        957.5      (2.3)
Amortization of deferred policy
 acquisition costs...................      187.2        192.0      (2.5)
                                       _________    _________
    Total benefits and expenses......    4,244.6      4,267.1       (.5)
                                       _________    _________

Income before income taxes...........      239.9         56.4         -
Income taxes.........................       79.1         10.7         -
                                       _________    _________

    Net income.......................  $   160.8    $    45.7         -
                                       _________    _________
                                       _________    _________

Net realized capital losses,
 net of tax (included above).........  $    (7.0)   $    (7.5)      6.7
                                       _________    _________
                                       _________    _________

Net income per common share..........  $    1.42    $     .40         -
                                       _________    _________
                                       _________    _________

</TABLE>


Overview
________

Net income was $161 million for the three months ended March 31, 
1995 compared with $46 million for the same period a year ago.

Results for the three months ended March 31, 1995 included after-
tax catastrophe losses of $13 million.  Results for the three 
months ended March 31, 1994 included after-tax catastrophe losses 
of $124 million, related primarily to the Los Angeles earthquake 
and the severe winter weather.

Results in 1995 also reflected an overall reduction in operating 
expenses, primarily due to actions taken by management in prior 
years to lower costs.  This overall reduction occurred even though 
operating expenses increased in the health care business, as a 
result of the company's increased investment in managed care, and 
increased in the Aetna Life Insurance & Annuity segment.


<PAGE> 21

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

Overview (Continued)
____________________

Net Realized Capital Gains and Losses

Net realized after-tax capital gains and losses included in net 
income, allocable to experience rated pension contractholders, and 
supporting discontinued products were as follows (in millions):

<TABLE>

<CAPTION>
                                           Three Months Ended March 31
                                           ___________________________
                                                 1995         1994
                                                 ____         ____
<S>                                              <C>          <C>
Net realized capital gains (losses)
  from sales.................................    $  (2.9)     $  15.2

Realized capital losses from additions to
  reserves for mortgage loans and real estate       (4.1)       (22.2)

Realized capital losses from write-downs
  of debt and equity securities..............          -         (0.5)
                                                 _______      _______

Net realized capital losses from
  continuing operations......................    $  (7.0)     $  (7.5)
                                                 _______      _______
                                                 _______      _______

Net realized capital losses allocable to
  experience rated pension contractholders
  (excluded above)...........................    $ (22.8)     $ (33.9)
                                                 _______      _______
                                                 _______      _______

Net realized capital losses on assets
  supporting discontinued products
  (excluded above)...........................    $  (6.8)     $ (26.7)
                                                 _______      _______
                                                 _______      _______

</TABLE>


Net realized capital gains from sales in the first quarter of 
1994, as presented above, include a $14 million gain resulting 
from the sale of a portion of an unconsolidated subsidiary.

Strategic Outlook

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


<PAGE> 22

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 March 31     
                                       __________________________________
                                       1995         1994         % Change
                                       ____         ____         ________

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

Premiums............................   $ 1,494.7    $ 1,326.9     12.6%
Net investment income...............        84.7         84.2       .6
Fees and other income...............       307.5        298.2      3.1
Net realized capital losses.........        (4.2)       (18.8)    77.7
                                       _________    _________
   Total revenue....................     1,882.7      1,690.5     11.4

Current and future benefits.........     1,273.3      1,109.1     14.8
Operating expenses..................       485.0        451.7      7.4
Amortization of deferred policy
 acquisition costs..................         6.8          7.4     (8.1)
                                       _________    _________
   Total benefits and expenses......     1,765.1      1,568.2     12.6
                                       _________    _________

Income before income taxes..........       117.6        122.3     (3.8)
Income taxes........................        44.0         44.9     (2.0)
                                       _________    _________

Net income..........................   $    73.6    $    77.4     (4.9)
                                       _________    _________
                                       _________    _________
Net realized capital losses,
 net of tax (included above)........   $    (2.8)   $   (12.0)    76.7
                                       _________    _________
                                       _________    _________
Self-funded benefit payments
 administered for customers other
 than Medicare......................   $ 3,208.0    $ 2,991.6      7.2
                                       _________    _________
                                       _________    _________
Benefit payments administered for
 Medicare...........................   $ 3,450.5    $ 3,249.7      6.2
                                       _________    _________
                                       _________    _________

</TABLE>


Aetna Health Plans' net income for the three months ended March 
31, 1995 decreased by $4 million compared with the same period a 
year ago.  Excluding net realized capital losses, results for the 
three months ended March 31, 1995 decreased $13 million from the 
prior year.

Results decreased in the first quarter of 1995 primarily due to 
increased operating expenses partially offset by an increase in 
premiums and fees and other income.  The growth in operating 
expenses is primarily attributable to the migration of customers 
from the traditional health care business to the more resource-
intensive managed care business, investments in managed care-
related systems and the development of primary care physician 
practices.  In addition, first quarter 1994 results included $8 
million (after-tax) of non-recurring benefits from the settlement 
of a lawsuit and the termination of an HMO management contract.


<PAGE> 23

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 11% in the first 
quarter of 1995 compared with the same period in 1994, primarily 
resulting from growth in covered members, modest price increases 
and a movement toward higher revenue products, such as point-of-
service and health maintenance organizations.

The increase in current and future benefits primarily resulted 
from growth of covered members in certain types of insured 
products.

The number of members covered under health care arrangements was 
15.7 million and 15.6 million at March 31, 1995 and December 31, 
1994, respectively.  The number of managed care members was 7.6 
million and 7.0 million at March 31, 1995 and December 31, 1994, 
respectively.  Included in the number of members at March 31, 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 effective 
October 1, 1995, and the company has filed a protest with the 
General Accounting Office concerning the process by which the 
contract was awarded.  Management believes that loss of the 
contract, should it occur, would not have a material effect on the 
results of the segment for 1995.


<PAGE> 24

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 March 31     
                                       __________________________________
                                       1995         1994         % Change
                                       ____         ____         ________
<S>                                    <C>          <C>          <C>
Premiums...........................    $   124.4    $    56.9    118.6%
Net investment income..............        468.2        505.0     (7.3)
Fees and other income..............         35.1         32.1      9.3
Net realized capital losses........         (7.7)        (9.5)    18.9
                                       _________    _________
   Total revenue...................        620.0        584.5      6.1

Current and future benefits........        581.1        554.6      4.8
Operating expenses.................         20.6         22.8     (9.6)
                                       _________    _________
   Total benefits and expenses.....        601.7        577.4      4.2
                                       _________    _________

Income before income taxes.........         18.3          7.1    157.7
Income taxes.......................          7.0           .5        -
                                       _________    _________

Net income.........................    $    11.3    $     6.6     71.2
                                       _________    _________
                                       _________    _________

Net realized capital losses,
  net of tax (included above)......    $    (5.0)   $    (6.0)    16.7
                                       _________    _________
                                       _________    _________

Deposits not included in premiums
  above (a)........................    $   427.0    $   653.3    (34.6)
                                       _________    _________
                                       _________    _________

<FN>

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

</TABLE>


Large Case Pensions' net income for the three months ended March 
31, 1995 increased by $5 million compared with the same period a 
year ago.  Excluding net realized capital losses, results for the 
three months ended March 31, 1995 increased $4 million from the 
prior year.

Results for the three months ended March 31, 1995 primarily 
reflected an increase in fees and other income, and a reduction in 
operating expenses due to expense reduction measures.

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

Assets under management were $46.1 billion and $50.1 billion, at 
March 31, 1995 and 1994, respectively.  Included in assets under 
management are net unrealized capital losses of $170 million and 
net unrealized capital gains of $22 million at March 31, 1995 and 
1994, respectively.


<PAGE> 25

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 March 31 
                                     ____________________________
                                           1995          1994
                                           ____          ____
<S>                                        <C>           <C>
Scheduled contract maturities
 and benefit payments: (1).........        $  270.3      $  240.3
                                           ________      ________
                                           ________      ________
Contractholder withdrawals other
 than scheduled contract maturities
 and benefit payments..............        $   97.6      $  159.7
                                           ________      ________
                                           ________      ________

Participant withdrawals............        $   54.5      $   61.7
                                           ________      ________
                                           ________      ________

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


The company is exploring strategic partnership or similar 
opportunities for its Large Case Pension investment management and 
advisory business conducted through its Aeltus Investment 
Management subsidiary, including disposition of the business.  
Such business contributed $15 million and $4 million to Large Case 
Pension's net income for the year ended December 31, 1994 and the 
three months ended March 31, 1995, respectively.

Discontinued Products

Results of discontinued fully guaranteed large case pension 
products (guaranteed investment contracts ("GICs") and single-
premium annuities ("SPAs")) for the three month periods ended 
March 31, 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 March 31, 1995 is adequate to provide for 
future losses associated with the guaranteed product liabilities.  
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.)

At the time of discontinuance, a receivable from continuing 
products was established for each discontinued product equivalent 
to the net present value of the anticipated cash flow shortfalls.  
The receivables will be funded from invested assets supporting 
Large Case Pensions and accrue interest at the discount rates used 
to calculate the loss on discontinuance until the receivable is 
funded.  The offsetting payable established in continuing products 
will similarly accrue interest, generally offsetting the 
investment income on the assets available to fund the shortfalls.  
At March 31, 1995, the receivables from continuing operations were 
$414 million and $471 million for GICs and SPAs, respectively, and 
no funding had taken place.


<PAGE> 26

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

Large Case Pensions (Continued)
_______________________________

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

<TABLE>
<CAPTION>
                                              Three Months Ended March 31    
                                             ________________________________
                                                           1995              
                                             ________________________________
                                             GICs        SPAs        Total
                                             ____        ____        _____
<S>                                          <C>         <C>         <C>
Negative interest margin (a).............    $  (14.9)   $   (2.8)   $  (17.7)
Net realized capital gains (losses)......       (12.0)        5.2        (6.8)
Interest earned on receivable from
  continuing operations..................         3.3         5.0         8.3
Other, net...............................         1.1         1.6         2.7
                                             ________    ________    ________

Results of discontinued products,
  after-tax..............................    $  (22.5)   $    9.0    $  (13.5)
                                             ________    ________    ________
                                             ________    ________    ________

Results of discontinued products,
 pretax..................................    $  (33.5)   $   12.8    $  (20.7)
                                             ________    ________    ________
                                             ________    ________    ________
</TABLE>


<TABLE>
<CAPTION>
                                               Three Months Ended March 31   
                                             ________________________________
                                                           1994              
                                             ________________________________
                                             GICs        SPAs        Total
                                             ____        ____        _____
<S>                                          <C>         <C>         <C>
Negative interest margin (a).............    $  (20.5)   $   (2.1)   $  (22.6)
Net realized capital losses..............       (16.6)      (10.1)      (26.7)
Interest earned on receivable from
  continuing operations..................         3.1         4.5         7.6
Other, net...............................         0.6         1.1         1.7
                                             ________    ________    ________

Results of discontinued products,
  after-tax..............................    $  (33.4)       (6.6)   $  (40.0)
                                             ________    ________    ________
                                             ________    ________    ________

Results of discontinued products, pretax.    $  (51.4)   $  (10.2)   $  (61.6)
                                             ________    ________    ________
                                             ________    ________    ________

<FN>

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

</TABLE>


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

<TABLE>
<CAPTION>
                                   Three Months Ended March 31, 1995
                                   _________________________________
                                   GICs        SPAs        Total
                                   ____        ____        _____
<S>                                <C>         <C>         <C>
Reserve at December 31, 1994.....  $  345.6    $  651.4    $  997.0
Results of discontinued products..    (33.5)       12.8       (20.7)
                                   ________    ________    ________
Reserve at March 31, 1995........  $  312.1    $  664.2    $  976.3
                                   ________    ________    ________
                                   ________    ________    ________
</TABLE>


<PAGE> 27

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

Large Case Pensions (Continued)
_______________________________

The results of discontinued products for the three month period 
ended March 31, 1995 included net realized capital losses of $12 
million and net realized capital gains of $5 million (after-tax) 
on GICs and SPAs, respectively, which included net losses of $6 
million and gains of $9 million, respectively, from the sale of 
bonds.  The loss on discontinued products for the three month 
period ended March 31, 1994 included $17 million and $10 million 
of net realized capital losses (after-tax) on GICs and SPAs, 
respectively, which included net gains of $10 million and losses 
of $4 million, respectively, from the sale of bonds.  As a result 
of selling bonds and realizing losses and reinvesting the proceeds 
at higher interest rates, and settling GIC liabilities at 
favorable pricing, the related anticipated future losses 
associated with the negative interest margin are expected to be 
reduced in the future.

At March 31, 1995 and December 31, 1994, estimated future after-
tax capital losses of $122 million and $127 million ($187 million 
and $196 million, pretax), respectively, attributable primarily to 
mortgage loans and real estate supporting GICs, and $44 million 
and $47 million ($67 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 March 31       
                                         ____________________________________
                                                        1995                 
                                         ____________________________________
                                         GICs          SPAs          Total
                                         ____          ____          _____
<S>                                      <C>           <C>           <C>
Scheduled contract maturities,
 GIC settlements and benefit
 payments (1)......................      $  644.8      $  133.7      $  778.5
                                         ________      ________      ________
                                         ________      ________      ________

Participant directed withdrawals...      $   27.1      $      -      $   27.1
                                         ________      ________      ________
                                         ________      ________      ________



                                            Three Months Ended March 31      
                                         ____________________________________
                                                        1994                 
                                         ____________________________________
                                         GICs          SPAs          Total
                                         ____          ____          _____
<S>                                      <C>           <C>           <C>
Scheduled contract maturities
 and benefit payments (1)..........      $  563.0      $  131.6      $  694.6
                                         ________      ________      ________
                                         ________      ________      ________

Participant directed withdrawals...      $   74.0      $      -      $   74.0
                                         ________      ________      ________
                                         ________      ________      ________
<FN>
(1) Includes payments made upon contract maturity, early settlement of GIC
    liabilities and other amounts distributed in accordance with contract schedules.
</TABLE>


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

(Please see "General Account Investments" on page 33 for a 
discussion of investments supporting discontinued products.)


<PAGE> 28

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 March 31      
                                       __________________________________
                                       1995         1994         % Change
                                       ____         ____         ________
<S>                                    <C>          <C>          <C>
Premiums............................   $    42.4    $    36.0      17.8%
Net investment income...............       245.5        240.4       2.1
Fees and other income...............        84.0         78.4       7.1
Net realized capital gains (losses).         3.0         (3.0)        -
                                       _________    _________
   Total revenue....................       374.9        351.8       6.6

Current and future benefits.........       229.1        219.5       4.4
Operating expenses..................        70.1         59.5      17.8
Amortization of deferred policy
 acquisition costs..................        11.5         14.1     (18.4)
                                       _________    _________
   Total benefits and expenses......       310.7        293.1       6.0
                                       _________    _________

Income before income taxes..........        64.2         58.7       9.4
Income taxes........................        20.7         19.2       7.8
                                       _________    _________

Net income..........................   $    43.5    $    39.5      10.1
                                       _________    _________
                                       _________    _________
Net realized capital gains (losses),
 net of tax (included above)........   $     1.9    $    (2.0)        -
                                       _________    _________
                                       _________    _________

Deposits not included in premiums
 above (a)..........................   $   921.1    $   841.8       9.4
                                       _________    _________
                                       _________    _________
<FN>

(a) 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 months 
ended March 31, 1995 increased $4 million from the same period a 
year ago.  Excluding net realized capital gains and losses, 
results for the three months ended March 31, 1995 remained level 
with the same period a year ago.

Results in the first quarter of 1995 benefited from increased 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 and costs 
associated with the implementation of a new contract 
administration system.

Assets under management were $21.2 billion and $18.7 billion, at 
March 31, 1995 and 1994, respectively.  Included in assets under 
management are net unrealized capital losses of $70 million and 
net unrealized capital gains of $220 million at March 31, 1995 and 
1994, respectively.


<PAGE> 29

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 March 31      
                                       __________________________________
                                       1995         1994         % Change
                                       ____         ____         ________
<S>                                    <C>          <C>          <C>

Premiums............................   $ 1,046.9    $ 1,117.9     (6.4)
Net investment income...............       215.9        216.6      (.3)
Fees and other income...............        22.6         29.8    (24.2)
Net realized capital gains..........         6.8         23.7    (71.3)
                                       _________    _________
   Total revenue....................     1,292.2      1,388.0     (6.9)

Current and future benefits.........       842.1      1,038.8    (18.9)
Operating expenses..................       198.5        253.0    (21.5)
Amortization of deferred policy
 acquisition costs..................       155.1        158.9     (2.4)
                                       _________    _________
   Total benefits and expenses......     1,195.7      1,450.7    (17.6)
                                       _________    _________

Income (loss) before income taxes...        96.5        (62.7)       -
Income tax (benefits) expenses......        28.1        (36.5)       -
                                       _________    _________

Net income (loss)...................   $    68.4    $   (26.2)       -
                                       _________    _________
                                       _________    _________
Net realized capital gains,
 net of tax (included above).........  $     3.6    $    16.4    (78.0)
                                       _________    _________
                                       _________    _________

Statutory combined loss and
 expense ratio......................       111.1%       130.1%       -
                                       _________    _________
                                       _________    _________
GAAP combined loss and expense ratio       112.7%       128.4%       -
                                       _________    _________
                                       _________    _________
Catastrophe loss ratio
 (included in combined ratios above)         1.9%        16.0%       -
                                       _________    _________
                                       _________    _________
</TABLE>


Property-Casualty's results for the three months ended March 31, 
1995 increased $95 million compared with the same period a year 
ago.  Excluding net realized capital gains, results for the three 
months ended March 31, 1995 increased $107 million from the prior 
year.

Catastrophe losses (after-tax) for the three months ended March 
31, 1995 were $13 million compared with $124 million for the same 
period a year ago.  Catastrophe losses in the first quarter of 
1994 included $120 million ($285 million pretax and before 
reinsurance) from the Los Angeles earthquake and the severe winter 
weather.

Results in 1995 benefited from a reduction in operating expenses, 
primarily due to actions taken by management in prior years to 
lower costs.

Premium revenue for the first quarter of 1995 was approximately 6 
percent lower than in the same period 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.


<PAGE> 30

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.

During the first quarter of 1995, $18 million (after-tax and net 
of reinsurance and discounting, as discussed below) ($77 million 
pretax, before reinsurance and net of discounting) was added to 
environmental-related claims reserves compared to $21 million 
(after-tax and net of reinsurance) ($60 million pretax and before 
reinsurance) in the first quarter of 1994.  These reserve 
additions related to indemnity-related liabilities and litigation 
expenses.

The company is involved in certain coverage dispute cases where 
insureds have presented the company with particularly large claims 
for coverage.  The case described in the company's 1994 Annual 
Report to Shareholders involving such an insured that was 
scheduled to begin trial this year has been settled, and the 
company has obtained a release from liability from the insured for 
any and all current and future environmental sites/claims 
involving the insured in exchange for fixed, scheduled cash 
payments to be made over time.  The settlement was recorded on a 
discounted basis and had been substantially reserved for in prior 
periods.

The company is in the process of reviewing its methodologies for 
reserving environmental-related claims and reviewing additional 
data obtained from an outside actuarial firm in an effort to 
improve the company's ability to estimate all or a further portion 
of its environmental-related liability.  The review under way is 
expected to be completed in the second or third quarter of this 
year.  The estimation of reserves for reported environmental 
claims is likely to change as additional information emerges and 
reserving techniques continue to develop.  The company is expected 
to be affected adversely in 1995 by losses for environmental and 
asbestos claims and related litigation expenses, and such effect 
could be material to the company's future results, liquidity 
and/or capital resources.


<PAGE> 31

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

International
_____________

<TABLE>

<CAPTION>

Operating Summary
(Millions)                              Three Months Ended March 31      
                                       __________________________________
                                       1995         1994         % Change
                                       ____         ____         ________
<S>                                    <C>          <C>          <C>

Premiums............................   $   220.6    $   204.6      7.8%
Net investment income...............        68.3         77.3    (11.6)
Fees and other income...............        26.3         21.5     22.3
Net realized capital gains (losses).        (3.8)         6.7        -
                                       _________    _________
   Total revenue....................       311.4        310.1       .4

Current and future benefits.........       196.8        189.4      3.9
Operating expenses..................        83.3         85.7     (2.8)
Amortization of deferred policy
 acquisition costs..................        13.8         11.6     19.0
                                       _________    _________
   Total benefits and expenses......       293.9        286.7      2.5
                                       _________    _________

Income before income taxes..........        17.5         23.4    (25.2)
Income tax expenses.................         3.4          9.8    (65.3)
                                       _________    _________

Net income..........................   $    14.1    $    13.6      3.7
                                       _________    _________
                                       _________    _________
Net realized capital gains (losses),
 net of tax (included above)........   $    (2.8)   $     3.0        -
                                       _________    _________
                                       _________    _________

</TABLE>


International's net income for the three months ended March 31, 
1995 was relatively level with the same period a year ago.  
Excluding net realized capital gains and losses, results for the 
three months ended March 31, 1995 increased $6 million from the 
same period a year ago.  The improvement in first quarter results 
primarily reflected increased earnings in the Pacific Rim and 
Chile.  Results in Mexico for the first quarter of 1995 were flat 
compared to the same period in 1994.  Such results reflected 
higher investment income of, and the company's increased 
investment in, a Mexican insurance operation, which were offset by 
the effect of the devaluation of the Mexican peso.

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.  In the first 
quarter of 1994, the company recognized revenue of $50 million and 
benefits and expenses of $50 million 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> 32

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 March 31      
                                       __________________________________
                                       1995         1994         % Change
                                       ____         ____         ________
<S>                                    <C>          <C>          <C>

Interest expense....................   $    18.1    $    13.4    35.1%
Other expense.......................        32.0         51.8   (38.2)

</TABLE>


The increase in interest expense of $5 million in the first 
quarter of 1995 compared to the same period 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 three months ended March 31, 1995 and 1994 
included after-tax capital losses of $2 million and $7 million, 
respectively.  Excluding 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> 33

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>
                                                  March 31,     December 31,
(Millions)                                          1995            1994    
____________________________________________________________________________

<S>                                               <C>           <C>

Debt securities:
  Held for investment, at amortized
    cost (fair value $1,884.9 and $1,991.2)       $  1,871.9    $  2,000.8
  Available for sale, at fair value
    (amortized cost $37,495.5 and $36,984.2)        36,715.8      35,110.7
Equity securities, at fair value
    (cost $1,135.8 and $1,326.9)                     1,489.7       1,655.6
Short-term investments                                 434.0         450.4
Mortgage loans                                      11,321.3      11,843.6
Real estate                                          1,545.7       1,545.7
Policy loans                                           558.8         533.8
Other                                                1,099.4       1,152.7
__________________________________________________________________________
    Total invested assets                         $ 55,036.6    $ 54,293.3
__________________________________________________________________________
                                                  ________________________
</TABLE>


Please refer to the 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 March 31, 
1995 primarily reflected appreciation of debt securities due to a 
decrease in interest rates, partially offset by a decrease in 
mortgage loans.  Unrealized capital losses on debt securities 
decreased from $1.9 billion at December 31, 1994 to $780 million 
at March 31, 1995.  Of such net unrealized capital losses at March 
31, 1995, gains of $15 million and losses of $202 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 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 loss on 
discontinuance of products.


<PAGE> 34

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

General Account Investments (Continued)
_______________________________________

Debt Securities

As of March 31, 1995 and December 31, 1994, the company's 
investments in debt securities represented 70% and 68%, 
respectively, of total general account invested assets and were as 
follows:

<TABLE>

<CAPTION>
                                           March 31,          December 31,
(Millions)                                   1995                 1994    
__________________________________________________________________________

<S>                                        <C>                <C>

Supporting discontinued products           $ 6,181.8          $ 6,155.0
Supporting experience rated products        12,228.7           11,770.5
Supporting remaining products               20,177.2           19,186.0
                                           ____________________________
   Total                                   $38,587.7          $37,111.5
                                           ____________________________
                                           ____________________________
</TABLE>


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

<TABLE>
<CAPTION>
(Millions)                                                   March 31, 1995                            
_______________________________________________________________________________________________________
                                       "Below Investment        "Problem" Debt      "Potential Problem"
                                       Grade" Debt Securities   Securities          Debt Securities    
                                       ______________________   ______________      ___________________
<S>                                    <C>                      <C>                 <C>
Total                                  $1,683.6                 $  169.2            $  156.5
                                       ________                 ________            ________
                                       ________                 ________            ________
Percentage of total:
  Supporting discontinued products         30.3%                    35.6%               35.2%
  Supporting experience rated products     25.9                     13.5                27.2
  Supporting remaining products            43.8                     50.9                37.6
                                       ________                 ________            ________
                                          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> 35

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
                                              March 31,    
                                         __________________
(Millions)                               1995        1994  
___________________________________________________________
<S>                                      <C>         <C>
Allocable to discontinued products       $   .4      $   .8
Allocable to experience rated products       .2          .5
Allocable to remaining products             1.1         1.2
</TABLE>


At March 31, 1995 and December 31, 1994, the carrying value (fair 
value) of collateralized mortgage obligations ("CMOs") was $3.6 
billion and $3.4 billion, respectively.  The principal risks 
inherent in holding CMOs are prepayment and extension risks 
related to dramatic decreases and increases in interest rates 
whereby the 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 March 31, 1995 and 
December 31, 1994, approximately 77% 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 
March 31, 1995 and December 31, 1994, approximately 71% 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).


<PAGE> 36

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

General Account Investments (Continued)
_______________________________________

Mortgage Loans

During the first quarter of 1995, the mortgage loan portfolio was 
reduced 4% to $11.3 billion, net of impairment reserves.  The 
company's mortgage loan investments, net of impairment reserves, 
supported the following types of business:

<TABLE>
<CAPTION>
                                      March 31,           December 31,
(Millions)                            1995                1994        
______________________________________________________________________
<S>                                   <C>                 <C>
Supporting discontinued products      $ 4,205.7           $ 4,294.9
Supporting experience rated products    3,309.8             3,652.1
Supporting remaining products           3,805.8             3,896.6
                                      _____________________________
   Total                              $11,321.3           $11,843.6
                                      _____________________________
                                      _____________________________
</TABLE>


During the first quarter 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 
21% of total general account invested assets, down from 38% in 
1990.  During this period, the principal balance of the mortgage 
portfolio was reduced by 47%.  The principal balance of mortgage 
loans decreased $303 million since December 31, 1994 primarily 
reflecting the effect of repayments of maturing loans and loan 
prepayments.

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 
$21 million and collateral with a fair market value of $10 million 
were foreclosed upon in the first quarter 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 March 31, 1995 and December 31, 1994, there were $153 million 
and $193 million, respectively, of in-substance foreclosures (net 
of write-offs of $94 million and $136 million, respectively).


<PAGE> 37

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)                                                        March 31, 1995                          
__________________________________________________________________________________________________________
                                                           Restructured      Potential
                                       Problem Loans       Loans             Problem Loans*     Total
                                       _____________       ____________      ______________     _____

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

Total                                  $  764.9            $  693.6          $1,028.3           $2,486.8
                                       ________            ________          ________           ________
                                       ________            ________          ________           ________
Percentage of total:
  Supporting discontinued products         37.6%               39.4%             46.6%
  Supporting experience rated products     26.6                31.9              28.3
  Supporting remaining products            35.8                28.7              25.1
                                       ________            ________          ________
                                          100.0%              100.0%            100.0%
                                       ________            ________          ________
                                       ________            ________          ________
Impairment reserves (1)                                                                         $1,003.6**
                                                                                                ________
                                                                                                ________
Impairment reserves as
 a percentage of total                                                                              40.4%
                                                                                                ________
                                                                                                ________


                                                               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 (1)                                                                         $  784.1**
                                                                                                ________
                                                                                                ________
Impairment reserves as
 a percentage of total                                                                              34.1%
                                                                                                ________
                                                                                                ________

<FN>

(1) Please see Note 5 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 5 of Condensed Notes to Financial Statements), management has revised
    the definition of "potential problem loans".  (Please see "potential problem loans"
    on page 38.)

**  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 No. 114 and 118, the general reserve at March 31, 1995 included such reserve,
    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 increased to $513 million at March 31, 1995 
from $422 million at December 31, 1994.


<PAGE> 38

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.)  No 
such restructures and transfers to performing status occurred 
during the three month period ended March 31, 1995.

In connection with the company's adoption of FAS Nos. 114 and 118 
on January 1, 1995 (Please see Note 5 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 
March 31, 1995 are approximately $215 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 5 
of Condensed Notes to Financial Statements for a discussion of 
mortgage loan impairment reserves.)


<PAGE> 39

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 March 31 and the portion thereof actually 
recorded as income were as follows:

<TABLE>

<CAPTION>
                                       Three Months Ended
                                           March 31,     
                                       __________________
(Millions)                             1995       1994   
_________________________________________________________

<S>                                    <C>        <C>

Income which would have been
 recorded under original terms
 of loans                              $  33.6    $  73.9

Income recorded                           11.9       34.1
                                       _______    _______

Lost investment income                 $  21.7    $  39.8
                                       _______    _______
                                       _______    _______

Lost investment income allocated to
 investments supporting discontinued
 products (included above)             $   9.5    $  16.7
                                       _______    _______
                                       _______    _______

Lost investment income allocated to
 investments supporting experience
 rated pension products
 (included above)                      $   7.1    $  12.8
                                       _______    _______
                                       _______    _______

Lost investment income allocated to
 investments supporting remaining
 products (included above)             $   5.1    $  10.3
                                       _______    _______
                                       _______    _______

</TABLE>


<PAGE> 40

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)                                                   March 31, 1995                     
________________________________________________________________________________________________
                                       Investment               Properties          Total Equity
                                       Real Estate              Held for Sale       Real Estate 
                                       ___________              _____________       ____________

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

Total                                  $  387.5                 $1,158.2 (1)        $1,545.7
                                       ________                 ________            ________
                                       ________                 ________            ________
Percentage of total:
  Supporting discontinued products         22.3%                    54.3%
  Supporting experience rated products      7.3                     22.1
  Supporting remaining products            70.4                     23.6
                                       ________                 ________
                                          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 $152.7 million and $193.4 million of in-substance foreclosures at
    March 31, 1995 and December 31, 1994, respectively.  (Please see "Mortgage Loans"
    on page 36 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 60% of the company's cash 
investment (unpaid mortgage balance plus capital additions) at 
March 31, 1995 and December 31, 1994.

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> 41

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>
                                            March 31,     December 31,
(Millions)                                    1995           1994     
______________________________________________________________________

<S>                                         <C>           <C>

Allocable to discontinued products          $  372.8      $  376.0
Allocable to experience rated products         186.2         179.6
Allocable to remaining products                201.9         206.6
                                            ________      ________
   Total                                    $  760.9      $  762.2
                                            ________      ________
                                            ________      ________

</TABLE>


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

<TABLE>
<CAPTION>
                                            Three Months Ended
                                                March 31,      
                                            ___________________
(Millions)                                  1995        1994   
_______________________________________________________________

<S>                                         <C>         <C>

Allocable to discontinued products (1)      $    -      $ 12.6
Allocable to experience
 rated products (2)                              -          .1
Allocable to remaining products                  -        (1.6)

<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.

</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 taken alone 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 and interest rate risk.  Market risk is the risk 
that future changes in market prices may decrease the market value 
of one or all of these financial instruments.  Credit risk arises 
from the potential inability of counterparties to perform under 
the terms of the contracts.  Management does not believe that the 
current level of hedging activity will have a material effect on 
the company's liquidity or results of operations.  (Please see 
Note 9 of Condensed Notes to Financial Statements for a discussion 
of the company's hedging activities.)


<PAGE> 42

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 $38.6 billion debt securities 
portfolio, as of March 31, 1995 was as follows:

<TABLE>

<CAPTION>
                                                     Amortized      Fair
(Millions)                                           Cost           Value    
_____________________________________________________________________________

<S>                                                  <C>            <C>

Collateralized mortgage obligations:............     $ 3,637.0      $ 3,560.5
  Interest-only strips (included above).........          19.1           34.5
  Principal-only strips (included above)........          54.2           61.0
Treasury and agency strips:
  Principal.....................................       1,158.8        1,047.2
  Interest......................................         101.2           90.7
Warrants to purchase debt securities (1)........           9.4            7.8
Mandatorily convertible preferred stock.........          12.1           12.0

<FN>

(1) 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> 43

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

Liquidity and Capital Resources
_______________________________

Cash and cash equivalents at March 31, 1995 and December 31, 1994 
were $3.1 billion and $3.0 billion, respectively.  For the three 
months ended March 31, 1995, net cash used for operating 
activities was $1 million.  Net cash used for operating activities 
was $1.1 billion during the first three months of 1994.

For the first three months of 1995, net cash provided by investing 
activities was $681 million and included $552 million from 
maturities and repayments of mortgage loans.  Net cash provided by 
investing activities of $1.4 billion for the three months ended 
March 31, 1994 included $110 million provided by a decrease in 
short-term investments.

Short-term borrowings are used from time to time to provide for 
timing differences between receipts and disbursements in various 
portfolios.  The maximum amount of domestic short-term borrowings 
outstanding during the first three months of 1995 was $144 
million.

As a result of adverse conditions in real estate markets and tight 
lending practices by banks and other financial institutions over 
the past several years, the company has extended the maturity of, 
and adjusted interest rates to current market on, certain maturing 
mortgage loans where the borrower was unable to obtain financing 
elsewhere.  Of the $221 million of mortgage loans scheduled to 
mature during the first three months of 1995, $145 million were 
not paid as scheduled, a substantial portion of which supported 
large case pension liabilities.  Of the loans not paid as 
scheduled, $58 million were extended at interest rates at least 
equal to current market (average rate of 10% over an average 
extension period of 4 years) and $87 million were under 
forbearance (continuing to make payments under original loan 
terms) or under discussion with borrowers at March 31, 1995.  Of 
the $87 million of loans under forbearance or under discussion 
with borrowers, $11 million were classified as problem or 
restructured loans at March 31, 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.

Dividends Declared

On February 24, 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 April 28, 1995, 
payable May 15, 1995.


<PAGE> 44

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

Other Matters
_____________

Income Taxes

Net unrealized capital gains and losses are presented in 
shareholders' equity net of deferred taxes.  At March 31, 1995, 
$238 million of net unrealized capital losses primarily on 
available for sale debt and equity securities were reflected in 
shareholders' equity without deferred tax benefits.  For federal 
income tax purposes, capital losses are deductible only against 
capital gains in the year of sale or during the carryback and 
carryforward periods (three and five years, respectively).  Due to 
the expected full utilization of capital gains in the carryback 
period and the uncertainty of future capital gains, a valuation 
allowance of $83 million related to the net unrealized capital 
losses has been reflected in shareholders' equity at March 31, 
1995.  In addition, $201 million at March 31, 1995, of unrealized 
capital losses related to experience rated contracts are not 
reflected in shareholders' equity since such losses, if realized, 
will be charged to contractholders.  However, the potential loss 
of tax benefits on such losses is the risk of the company and 
therefore would adversely affect the company rather than the 
contractholder.  Accordingly, an additional valuation allowance of 
$71 million has been reflected in shareholders' equity as of March 
31, 1995.  Any reversals of the valuation allowance are contingent 
upon the recognition of future capital gains in the company's 
federal income tax return or a change in circumstances which 
causes the recognition of the benefits to become more likely than 
not.  Non-recognition of the deferred tax benefits on net 
unrealized losses described above had no impact on net income for 
the three months ended March 31, 1995, but has the potential to 
adversely affect future results if such losses are realized.  
Potential losses of tax benefits related to net unrealized losses 
on assets supporting the discontinued products are not expected to 
adversely affect the company's future results.

Severance and Facilities Charges

During the three months ended March 31, 1995, the company charged 
costs of $39 million to the severance and facilities reserve 
established in 1993 related to cost reduction actions.  Of the 
approximately 4,000 positions expected to be eliminated, 
approximately 3,600 had been eliminated by March 31, 1995 and the 
related severance benefits charged against the reserve.  The 
remaining headcount reductions are expected to be substantially 
completed by the first half of 1995.  The annualized after-tax 
savings of approximately $200 million related to these and other 
cost reduction actions are expected in 1995.


New Accounting Pronouncements
_____________________________

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


<PAGE> 45

PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings.

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

A full description of this litigation is contained under "Item 3.  
Legal Proceedings" in the company's Annual Report on Form 10-K 
filed with the Securities and Exchange Commission on March 17, 
1995.  On March 24, 1995, the United States Court of Appeals for 
the Second Circuit affirmed the judgment of the United States 
District Court for the District of Connecticut in favor of the 
company and all other defendants.

In Re:  Attorneys General Antitrust Litigation
______________________________________________

A full description of this litigation is contained in Note 19 of 
Notes to Financial Statements in the company's 1994 Annual Report 
to Shareholders.  On March 29, 1995, the United States District 
Court for the Northern District of California approved the 
plaintiffs' settlement of this litigation with all defendants, 
including The Aetna Casualty and Surety Company ("Aetna").  
Aetna's share of the settlement is not material.

Other Litigation
________________

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

While the ultimate outcome of such litigation cannot be determined 
at this time, such litigation (other than that related to 
environmental and asbestos-related claims, which is subject to 
significant uncertainties), net of reserves established therefor 
and giving effect to reinsurance probable of recovery, is not 
expected to result in judgments for amounts material to the 
financial condition of the company, although it may adversely 
affect results of operations in future periods.  The company is 
expected to be affected adversely in the future by losses for 
environmental and asbestos-related claims and related litigation 
expenses and such effect could be material to the company's future 
results, liquidity and/or capital resources.


Item 5.  Other Information.

(a)  NAIC IRIS Ratios

The NAIC IRIS ratios cover 12 categories of financial data with 
defined usual ranges for each category.  The ratios are intended 
to provide insurance regulators "early warnings" as to when a 
given company might warrant special attention.  An insurance 
company may fall out of the usual range for one or more ratios and 
such variances may result from specific transactions that are in 
themselves immaterial or eliminated at the consolidated level.  
Two of Aetna Life and Casualty Company's significant subsidiaries 
had more than two IRIS ratios that were outside of the NAIC usual 
ranges for 1994.

<PAGE> 46

Item 5.  Other Information.  (Continued)

Aetna Life Insurance Company ("ALIC") fell outside the usual 
ranges in 1994 for:  (i) the Net Gain to Total Income Ratio which 
is calculated by dividing the net gain from operations (including 
realized capital gains and losses) by total income (including 
capital gains and losses); (ii) the Adequacy of Investment Income 
Ratio which compares investment income to credited interest; (iii) 
the Total Real Estate and Total Mortgage Loans to Cash and 
Invested Assets Ratio which measures the relative size of the real 
estate and mortgage loan portfolios; (iv) the Change in Premium 
Ratio which is calculated by dividing the current year change in 
total premiums, annuity considerations and other fund deposits by 
total premiums, annuity considerations and other fund deposits for 
the prior year; and (v) the Change in Reserving Ratio which 
represents the number of percentage points of difference between 
the reserving ratio for current and prior year.  The reserving 
ratio is equal to the aggregate increase in reserves for 
individual life insurance taken as a percentage of renewal and 
single premiums for individual life insurance.

The Aetna Casualty & Surety Company of America ("ACSCA") fell 
outside of the usual ranges in 1994 for: (i) the Two-year Overall 
Operating Ratio, which is a combination of a two-year combined 
ratio minus a two-year investment income ratio; (ii) the Change in 
Surplus Ratio which measures the improvement or deterioration in a 
company's financial condition during the year; and (iii) the Two-
Year Reserve Development to Surplus Ratio which measures the 
change in prior years' estimates calculated as a percentage of 
policyholders' surplus two years previous.

Management does not believe that ALIC or ACSCA will warrant 
special attention by the regulators.  Management also does not 
believe that the factors causing the ratios to fall outside of the 
usual ranges will have a significant impact on future operations 
of the company.

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

The following table sets forth 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>
                                          Three Months Ended           Years ended December 31       
                                                                 ____________________________________
                                            March 31, 1995       1994    1993    1992    1991    1990
                                          __________________     ____    ____    ____    ____    ____

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

Ratio of Earnings to Fixed Charges....    5.93                   4.60    (a)      .42(b) 2.13    3.03
Ratio of Earnings to Combined Fixed
 Charges and Preferred Stock Dividends    5.93                   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>


<PAGE> 47

Item 5.  Other Information.  (Continued)

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 three months ended March 31, 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.


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

  (a) Exhibits

      (12) Statement Re Computation of Ratios.

      (12.1) Computation of ratio of earnings to fixed charges and 
             ratio of earnings to combined fixed charges and 
             preferred stock dividends for the three months ended 
             March 31, 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
             April 28, 1995.

      (27) Financial Data Schedule.

  (b) Reports on Form 8-K

      None.



<PAGE> 48

                       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  April 28, 1995         By   /s/  ROBERT E. BROATCH              
                                 _____________________________________
                                              (Signature)

                                       Robert E. Broatch
                                       Senior Vice President, Finance,
                                       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>

                                   3 Months Ended
(Millions)                         March 31, 1995  1994         1993        1992        1991        1990
                                   ______________  ____         ____        ____        ____        ____

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

Pretax income (loss) from
 continuing operations...........  $  239.9        $   658.3    $(1,147.4)  $ (121.4)   $  243.5    $  459.6

Add back fixed charges............     50.0            186.1        171.0      194.3       221.5       229.0
Minority interest................       6.4             11.4          7.0        8.6         5.9         4.9
                                   ________        _________    _________   ________    ________    ________

   Income (loss) as adjusted.....  $  296.3        $   855.8       (969.4)  $   81.5    $  470.9    $  693.5
                                   ________        _________    _________   ________    ________    ________
                                   ________        _________    _________   ________    ________    ________

Fixed charges:
  Interest on indebtedness.......  $   29.1(1)     $    98.6(1) $    77.4   $   81.4    $  110.9    $  119.9
  Portion of rents representative
   of interest factor............      20.9             87.5         93.6      112.9       110.6       109.1
                                   ________        _________    _________   ________    ________    ________

   Total fixed charges...........  $   50.0        $   186.1    $   171.0   $  194.3    $  221.5    $  229.0
                                   ________        _________    _________   ________    ________    ________
                                   ________        _________    _________   ________    ________    ________

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

Total combined fixed charges
 and preferred stock dividend
 requirements....................  $   50.0        $   186.1    $   171.0   $  194.3    $  221.5    $  229.0
                                   ________        _________    _________   ________    ________    ________
                                   ________        _________    _________   ________    ________    ________

Ratio of earnings to fixed
 charges.........................      5.93             4.60        (5.67)      0.42        2.13        3.03
                                   ________        _________    _________   ________    ________    ________
                                   ________        _________    _________   ________    ________    ________

Ratio of earnings to combined
 fixed charges and preferred
 stock dividends.................      5.93             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 and 33-52819-01


With respect to the subject registration statements, we 
acknowledge our awareness of the use therein of our report dated 
April 27, 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
April 28, 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
March 31, 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>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               MAR-31-1995
<DEBT-HELD-FOR-SALE>                            36,716
<DEBT-CARRYING-VALUE>                            1,872
<DEBT-MARKET-VALUE>                              1,885
<EQUITIES>                                       1,490
<MORTGAGE>                                      11,321
<REAL-ESTATE>                                    1,546
<TOTAL-INVEST>                                  55,037
<CASH>                                           3,144
<RECOVER-REINSURE>                               5,019
<DEFERRED-ACQUISITION>                           2,054
<TOTAL-ASSETS>                                  96,470
<POLICY-LOSSES>                                 17,472
<UNEARNED-PREMIUMS>                              1,659
<POLICY-OTHER>                                  17,502
<POLICY-HOLDER-FUNDS>                           23,561
<NOTES-PAYABLE>                                  1,114
<COMMON>                                         1,418
                                0
                                          0
<OTHER-SE>                                       4,805
<TOTAL-LIABILITY-AND-EQUITY>                    96,470
                                       2,929
<INVESTMENT-INCOME>                              1,086
<INVESTMENT-GAINS>                                 (6)
<OTHER-INCOME>                                     476
<BENEFITS>                                       3,122
<UNDERWRITING-AMORTIZATION>                        187
<UNDERWRITING-OTHER>                                 0
<INCOME-PRETAX>                                    240
<INCOME-TAX>                                        79
<INCOME-CONTINUING>                                161
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       161
<EPS-PRIMARY>                                     1.42
<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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