UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ______1_________)*
Executive Risk Inc.
______________________________________________________________________
(Name of Issuer)
Common Stock; Par Value $.01
______________________________________________________________________
(Title of Class of Securities)
301586103
______________________________________________________________________
(CUSIP NUMBER)
Check the following box if a fee is being paid with this
statement ( ). (A fee is not required only if the filing
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership
of five percent or less of such class.) (See Rule 13d-7).
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act
(however, see the Notes).
<PAGE>
CUSIP NO. 301 586 104 13G/A
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Aetna Life and Casualty Company
151 Farmington Avenue
Hartford, CT. 06156-3124 IRS Identification No. 06-0843808
______________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)_________
N/A (b)_________
______________________________________________________________________
3. SEC USE ONLY
______________________________________________________________________
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
______________________________________________________________________
5. SOLE VOTING POWER
2,100,000
__________________________
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING
PERSON WITH
6. SHARED VOTING POWER
-0-
__________________________
7. SOLE DISPOSITIVE POWER
2,100,000
__________________________
8. SHARED DISPOSITIVE POWER
-0-
__________________________
______________________________________________________________________
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,100,000
______________________________________________________________________
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* N/A
______________________________________________________________________
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
22%
______________________________________________________________________
12. TYPE OF REPORTING PERSON*
IC
______________________________________________________________________
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G/A
Item 1(a). Name of Issuer:
Executive Risk Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
82 Hopmeadow Street
P.O. Box 2002
Simsbury, CT 06070-7683
Item 2(a). Name of Person Filing:
Aetna Life and Casualty Company
Item 2(b). Address of Principal Business Office or, if none, Residence:
151 Farmington Avenue
Hartford, Connecticut 06156-3124
Item 2(c). Citizenship:
Connecticut
Item 2(d). Title of Class of Securities:
Common Stock; Par Value $.01
Item 2(e). CUSIP Number:
301 586 103
Item 3. Statement filed pursuant to Rule 13d-1(b).
Insurance Company as defined in section 3(a)(19)
of the Act
Item 4. Ownership.
(a). Amount Beneficially Owned
2,100,000 (includes 2,000,000 shares of Common Stock
and an option representing the right to acquire 100,000
shares of Common Stock.)
(b). Percent of Class:
22%
(c). Number of shares as to which such person has:
(i) sole power to vote or to direct the vote - 2,100,000
(ii) shared power to vote or to direct the vote - -0-
(iii) sole power to dispose or to direct the
disposition of - 2,100,000
(iv) shared power to dispose or to direct the
disposition of - -0-
Aetna Life and Casualty Company ("Aetna"), as the sole
stockholder of The Aetna Casualty and Surety Company
("AC&S"), caused AC&S to enter into the transaction described
below for the purpose of disposing of all of the shares of
Common Stock and Class B Common Stock that were held by AC&S
as of March 22, 1996.
As of March 22, 1996, AC&S was the record holder of 1,225,000
shares of Class B Common Stock and 3,286,300 shares of Common
Stock (collectively, the "AC&S Holdings") and held an option
to purchase 100,000 additional shares of Common Stock (the
"Option"). Aetna caused AC&S to enter into a Stock Purchase
Agreement among AC&S, Aetna and the Issuer, dated as of March
22, 1996 (the "Purchase Agreement"), that provides for a two-
step sale of the AC&S holdings.
In the first step of the sale, the Issuer purchased all
1,225,000 shares of Class B Common Stock and 1,286,300 shares
of Common Stock from AC&S on March 26, 1996 for $29.875 per
share, which amount is subject to upward adjustment in the
manner described in the Purchase Agreement. In the second
step, the remaining 2,000,000 shares of Common Stock (the
"Remaining Holdings") are expected to be sold in an
underwritten public offering. In this regard the Purchase
Agreement provides that the Issuer will file with the
Securities and Exchange Commission, on or before May 31,
1996, a registration statement that will permit the offering
and sale of the Remaining Holdings and, if elected by Aetna,
the shares of Common Stock issuable upon the exercise of the
Option (the "Registered Offering").
On March 28, 1996, AC&S transferred the Remaining Holdings
and the Option to Aetna. Aetna is now the record holder of
the Remaining Holdings and expects to sell the Remaining
Holdings and the Option in the Registered Offering. The
Registered Offering is subject to certain conditions and
rights of termination that are described in the Purchase
Agreement.
Item 5. Ownership of Five Percent or Less of a Class.
N/A
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
N/A
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company.
N/A
Item 8. Identification and Classification of Members of the Group.
N/A
Item 9. Notice of Dissolution of Group.
N/A
Item 10. Certification.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in
the ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in
any transaction having such purposes or effect.
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
April 8, 1996
Date
LUCILLE M. NICKERSON
________________________________________
Signature
Lucille M. Nickerson, Vice President and Corporate Secretary
Name/Title
