CIGNA CORP
11-K, 1998-06-29
FIRE, MARINE & CASUALTY INSURANCE
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                    ---------------------------------------


                                    FORM 11-K



(Mark One)

     |X|  ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
          OF 1934

                   For the fiscal year ended December 31, 1997

                                       OR

     |_|  TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
          ACT OF 1934

               For the transition period from ________ to ________

Commission File Number 1-8323

             -----------------------------------------------------

A.   Full title of the plan and the address of the plan, if different from that
     of the issuer named below:

     CIGNA Corporation
     Savings and Investment Plus Plan
     Two Liberty Place, 17th Floor
     1601 Chestnut Street
     P.O. Box 7716
     Philadelphia, PA  19192

B.   Name of issuer of the securities held pursuant to the plan and the address
     of its principal executive office:

     CIGNA Corporation
     One Liberty Place
     1650 Market Street
     Philadelphia, PA  19192



<PAGE>

                              Required Information

Financial statements and schedules for CIGNA Corporation's Savings and
Investment Plus Plan, prepared in accordance with the financial reporting
requirements of Employee Retirement Income Security Act of 1974, appear on
pages 11-K-3 through 11-K-19 of this Annual Report on Form 11-K.

















                                                                          11-K-2
<PAGE>

                           SAVINGS AND INVESTMENT PLUS
                                      PLAN

                            Financial Statements and
                             Supplemental Schedules

                           December 31, 1997 and 1996
















                                                                          11-K-3
<PAGE>
                        SAVINGS AND INVESTMENT PLUS PLAN

                                TABLE OF CONTENTS

                                                                            Page

Report of Independent Accountants                                             1

Financial Statements

     Statements of Net Assets Available for Benefits                          2

     Statements of Changes in Net Assets Available for Benefits               3

     Notes to Financial Statements                                            4


Supplemental Schedules

     Schedule of Assets Held for Investment Purposes                         13

     Schedule of Reportable Transactions                                     14

     Schedule of Loans in Default                                            15






                                                                          11-K-4
<PAGE>


                        REPORT OF INDEPENDENT ACCOUNTANTS



         To the Board of Directors of CIGNA Corporation
              and the Participants and Administrator of
              the Savings and Investment Plus Plan

         In our opinion, the accompanying statements of net assets available for
         benefits and the related statements of changes in net assets available
         for benefits present fairly, in all material respects, the net assets
         available for benefits of the Savings and Investment Plus Plan (the
         Plan) at December 31, 1997 and 1996, and the changes in net assets
         available for benefits for the years then ended, in conformity with
         generally accepted accounting principles. These financial statements
         are the responsibility of the Plan's management; our responsibility is
         to express an opinion on these financial statements based on our
         audits. We conducted our audits of these statements in accordance with
         generally accepted auditing standards which require that we plan and
         perform the audit to obtain reasonable assurance about whether the
         financial statements are free of material misstatement. An audit
         includes examining, on a test basis, evidence supporting the amounts
         and disclosures in the financial statements, assessing the accounting
         principles used and significant estimates made by management, and
         evaluating the overall financial statement presentation. We believe
         that our audits provide a reasonable basis for the opinion expressed
         above.

         Our audits were made for the purpose of forming an opinion on the basic
         financial statements taken as a whole. The supplemental schedules are
         not required as part of the basic financial statements but represent
         additional information required by the Employee Retirement Income
         Security Act of 1974. Such information has been subjected to the
         auditing procedures applied in the audits of the basic financial
         statements and, in our opinion, is fairly stated in all material
         respects in relation to the basic financial statements taken as a
         whole.




         /s/ Price Waterhouse LLP
         Philadelphia, Pennsylvania
         June 12, 1998

                                                                          11-K-5
<PAGE>
                        SAVINGS AND INVESTMENT PLUS PLAN

                 STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS


<TABLE>
<CAPTION>
                                                                          As of
                                                                       December 31,
                                                                  1997                1996
                                                                 ------              ------
                                                                      (In thousands)
<S>                                                           <C>                 <C>       
Assets

Investments, at fair value

     Fixed Income Fund                                       $   886,053         $   891,281

     CIGNA Stock Fund                                            162,070             113,215

     Pooled separate accounts of Connecticut
     General Life Insurance Company:

         Fidelity Advisor Growth Opportunities Fund              300,218             227,302

         Stock Market Index Fund                                 144,841              84,101

         Founders Growth Fund                                     44,028              13,362

         International Equity Fund                                29,733              30,114

         Warburg Pincus Advisor Emerging Growth Fund              28,040               9,235

         INVESCO Total Return Fund                                28,036              22,967

         INVESCO Industrial Income Fund                               --               8,666

     Participant Loans                                            50,648              45,221
                                                             -----------         -----------

Net assets available for benefits                            $ 1,673,667         $ 1,445,464
                                                             ===========         ===========


   The Notes to Financial Statements are an integral part of these statements.

                                             -2-                                      11-K-6
</TABLE>

<PAGE>
                        SAVINGS AND INVESTMENT PLUS PLAN

           STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS


<TABLE>
<CAPTION>
                                                                  For the Years Ended
                                                                      December 31,
                                                               1997                  1996
                                                              ------                ------
                                                                     (In thousands)
<S>                                                        <C>                   <C>        
Investment income

    Interest and dividends                                 $    64,915           $    64,426

    Net appreciation in fair value of CIGNA stock               29,912                27,248

    Net investment gain from separate accounts                 112,262                54,882
                                                           -----------           -----------

       Total investment income                                 207,089               146,556
                                                           -----------           -----------

Contributions

    Employees' contributions                                    76,321                71,741

    Employer's contributions                                    28,609                28,882

    Rollover contributions                                       6,458                 4,461
                                                           -----------           -----------

        Total contributions                                    111,388               105,084
                                                           -----------           -----------

Benefits paid                                                  (90,274)              (77,382)
                                                           -----------           -----------

Transfers to other plans                                            --               (40,972)
                                                           -----------           -----------

Net increase                                                   228,203               133,286

Net assets available for benefits
    Beginning of year                                        1,445,464             1,312,178
                                                           -----------           -----------

    End of year                                            $ 1,673,667           $ 1,445,464
                                                           ===========           ===========

   The Notes to Financial Statements are an integral part of these statements.

                                             -3-                                      11-K-7
</TABLE>

<PAGE>
                        SAVINGS AND INVESTMENT PLUS PLAN

                         NOTES TO FINANCIAL STATEMENTS

Note 1 - Description of the Plan

Generally, all domestic employees of CIGNA Corporation (CIGNA) and its
participating subsidiaries who have completed at least one year of service are
eligible to participate in the Savings and Investment Plus Plan (the Plan), a
defined contribution plan. The following description of the Plan provides
general information only. A more complete explanation of the features and
benefits available under the Plan is contained in the Summary Plan Description
and Prospectus.

Contributions
- -------------

The Plan permits tax-deferred contributions to a maximum of 16% of a
participant's eligible earnings. Eligible earnings were limited to $160,000 and
$150,000 in 1997 and 1996, respectively. Tax-deferred contributions are
accomplished by means of an employee's election, pursuant to Section 401(k) of
the Internal Revenue Code (IRC), to have an amount withheld by the employer from
the employee's compensation, and for the employer to remit to the employee's
plan account an amount equal to such withholding. Tax-deferred contributions are
also referred to herein as "employee contributions." Under the IRC, tax-deferred
contributions were limited to $9,500 in 1997 and 1996. To comply with
anti-discrimination provisions, tax-deferred contributions for highly
compensated employees were limited to 7% and 6% of eligible earnings in 1997 and
1996, respectively. CIGNA companies made matching contributions in an amount
equal to 50% of the first 6% of eligible earnings contributed by participants.
These matching contributions are referred to herein as "employer contributions."

Beginning with the 1998 plan year, CIGNA may provide an additional matching
contribution. This additional matching contribution would be made at CIGNA's
discretion after the close of the plan year, based on an assessment of CIGNA's
performance for the plan year. Each contribution would range from zero to two
percent of a participant's eligible earnings and would be invested in the CIGNA
Stock Fund.

The Plan may accept rollover contributions. Rollover contributions represent
distributions received from other employer-sponsored, tax qualified pension or
profit sharing plans. Distributions from other plans are subject to certain
conditions to be eligible for rollover into the Plan.

Vesting
- -------

Employee contributions, including related investment earnings, are fully vested
at all times. Employer contributions and related investment earnings vest 20%
for each year of vesting service. Participants earn a year of vesting service if
they have 1,000 hours of service during the calendar year period. Early vesting
rules may apply upon joining the Plan if the participant was previously employed
by a CIGNA company or had an account in certain plans that have since merged
into the Plan. Employer contributions and related investment earnings are fully
vested upon an employee's attainment of age 65, death or total and permanent
disability.

                                      -4-                                 11-K-8
<PAGE>
                        SAVINGS AND INVESTMENT PLUS PLAN

                         NOTES TO FINANCIAL STATEMENTS

Full vesting would also occur if a participating CIGNA company is sold and does
not maintain a successor plan, if CIGNA discontinues matching contributions or
if the Plan is terminated. Upon termination of a participant's employment, that
portion of employer contributions and related investment earnings which are not
vested are forfeited. Forfeited amounts are used to reduce future employer
contributions. Forfeitures of approximately $605,000 and $100,000 were used to
reduce employer contributions in 1997 and 1996, respectively.

Loans
- -----

The Plan permits participants to borrow a portion of their account, subject to
certain limitations, at an annual rate of interest with a specified repayment
period. The minimum amount that can be borrowed is $1,000; the maximum total
loan amount is the lesser of $50,000 or 50% of the participant's vested account
balance. A participant may have no more than two outstanding loans. Loan terms
range from 12 to 60 months, or up to 120 months if the loan is used to buy or
build a participant's primary residence. Loan interest rates remain fixed during
the term of the loan. The loan is secured by the participant's account balance.
Generally, loan repayments are made by payroll deduction. Both the interest and
principal portions of every repayment are allocated to the participant account
according to the investment election in effect at the time of the repayment. The
interest portion of every repayment is added to the participant's account
balance as earnings. If a default occurs, the amount of the outstanding loan
balance is treated as a distribution to the participant. The defaulting
participant is subject to immediate taxation on the taxable portion of the
defaulted amount, including a possible 10% penalty tax. As soon as permitted by
law, the loan account balance is reduced to zero and the participant's account
balance is reduced by the amount of the defaulted loan.

Payment of Benefits
- -------------------

Participants may withdraw funds subject to the requirements of the Plan, and
such withdrawals may be subject to immediate taxation and a possible 10% penalty
tax.

On termination of employment due to death, disability, retirement or other
reasons, a participant may elect to receive either a lump-sum amount equal to
the value of the participant's vested account balance, monthly installments for
up to 30 years, an annuity, or a combination of these forms. To the extent
amounts are invested in the CIGNA Stock Fund, a participant may elect to receive
such amounts in CIGNA common stock.

Transfers to Other Plans
- ------------------------

In accordance with agreements related to the disposition of certain operations
of CIGNA, the account balances of certain participants were transferred during
1996 to plans maintained by the acquirers of these operations.

                                      -5-                                 11-K-9

<PAGE>
                        SAVINGS AND INVESTMENT PLUS PLAN

                         NOTES TO FINANCIAL STATEMENTS

Investments
- -----------

Plan participants may elect to invest in any combination of several funds, and
are permitted to transfer assets, subject to certain restrictions, among the
funds. Some of the funds are pooled with investments made by other benefit plans
or investors in separate accounts.

Fixed Income Fund - Contributions to this investment option are invested in a
- -----------------
group fixed annuity contract issued by Connecticut General Life Insurance
Company (CGLIC), a CIGNA subsidiary. CGLIC guarantees the principal and
accumulated interest of all monies deposited. An annual rate of interest is
declared in advance and subject to change.

CIGNA Stock Fund - Contributions to this investment option are invested in
- ----------------
shares of CIGNA common stock. Such shares presently are purchased on the open
market but may be acquired directly from CIGNA. From time to time, a portion of
CIGNA Stock Fund assets may be invested in short-term investments.

Fidelity Advisor Growth Opportunities Fund - Contributions to this investment
- ------------------------------------------
option are invested in Separate Account 55A (SA-55A) of CGLIC. All the assets of
this pooled account are invested in Class T shares of the Fidelity Advisor
Growth Opportunities Fund, a mutual fund. The fund's objective is long-term
capital growth. The fund's portfolio consists primarily of common stocks or
securities convertible into common stocks.

Stock Market Index Fund - Contributions to this investment option are invested
- -----------------------
in Separate Account B (SA-B) of CGLIC, a pooled common stock fund. The fund's
objective is to match the performance of the Standard & Poor's 500 Composite
Stock Price Index.

Founders Growth Fund - Contributions to this investment option began November
- --------------------
15, 1996, and are invested in Separate Account 55JR (SA-55JR) of CGLIC. All the
assets of this pooled account are invested in the Founders Growth Fund, a mutual
fund. The fund's objective is long-term capital growth. The fund's portfolio
consists primarily of common stocks of high-quality growth companies.

International Equity Fund - Contributions to this investment option are invested
- -------------------------
in Separate Account I (SA-I) of CGLIC, a pooled common stock fund. The fund's
objective is to invest primarily in stocks of a diversified group of non-U.S.
companies that have the potential to provide superior returns.

Warburg Pincus Advisor Emerging Growth Fund - Contributions to this investment
- -------------------------------------------
option began November 15, 1996, and are invested in Separate Account 55G
(SA-55G) of CGLIC. All the assets of this pooled account are invested in the
Warburg Pincus Advisor Emerging Growth Fund, a mutual fund. The fund's objective
is maximum capital appreciation. The fund's portfolio consists primarily of
common stocks or warrants of small to medium-sized domestic companies with
emerging or renewed growth potential.

                                      -6-                                11-K-10

<PAGE>
                        SAVINGS AND INVESTMENT PLUS PLAN

                         NOTES TO FINANCIAL STATEMENTS

INVESCO Total Return Fund - Contributions to this investment option are invested
- -------------------------
in Separate Account 55K (SA-55K) of CGLIC. All the assets of this pooled account
are invested in the INVESCO Total Return Fund, a mutual fund. The fund's
objective is to provide a high return on investment through both capital
appreciation and current income. The fund's portfolio consists of equity
securities (common stocks and, to a lesser extent, securities convertible into
common stocks) and fixed income securities (primarily obligations of the U.S.
government and government-backed agencies). This investment option was
eliminated from the Plan on February 27, 1998. Any balances in the fund on this
date were transferred into the Fixed Income Fund.

INVESCO Industrial Income Fund - This investment option was eliminated from the
- ------------------------------
Plan on January 31, 1997. Any balances in the fund on this date were transferred
into the CIGNA Stock Market Index Fund. Contributions to this investment option
had been invested in Separate Account 55J (SA-55J) of CGLIC. All the assets of
this pooled account are invested in the INVESCO Industrial Income Fund, a mutual
fund.

New Investment Options - Effective January 1, 1998, the Plan added three new
- ----------------------
investment options.

     o    Templeton Foreign Fund - Contributions to this investment option will
          ----------------------
          be invested in Separate Account 55HS of CGLIC. All the assets of this
          pooled account are invested in Class I shares of the Templeton Foreign
          Fund, a mutual fund, whose objective is long-term capital growth.

     o    Barclays Equity Market Index Fund - Contributions to this investment
          ---------------------------------
          option will be invested in Separate Account BGI of CGLIC. All the
          assets of this pooled account are invested in the Barclays Daily
          Extended Equity Market Fund, a commingled trust fund, whose objective
          is to approximate the performance of the Barclays Extended Market
          Index.

     o    State Street Global Advisors EAFE Index Fund - Contributions to this
          --------------------------------------------
          investment option will be invested in Separate Account 55A1 of CGLIC.
          All the assets of this pooled account are invested in the State Street
          Global Advisors EAFE Index Fund, a commingled trust fund, whose
          objective is to match the total return of the Morgan Stanley Capital
          International Europe, Australia and Far East (EAFE) Index.

Plan Termination
- ----------------

CIGNA intends to continue the Plan indefinitely, but reserves the right to
discontinue contributions or terminate the Plan in whole or in part at any time.
If contributions are discontinued or the Plan is terminated, affected
participants will become fully vested. Upon Plan termination, net assets of the
Plan will be distributed in the manner CIGNA elects and in accordance with the
Employee Retirement Income Security Act of 1974 (ERISA) and its related
regulations.

                                      -7-                                11-K-11

<PAGE>
                        SAVINGS AND INVESTMENT PLUS PLAN

                         NOTES TO FINANCIAL STATEMENTS

Plan Trustee
- ------------

Mellon Bank (East) N.A., Philadelphia, Pennsylvania is the Trustee for the Plan.

Note 2 - Significant Accounting Policies

Basis of Presentation
- ---------------------

The financial statements have been prepared on the accrual basis of accounting
in conformity with generally accepted accounting principles.

Valuation of Investments
- ------------------------

Plan investments are reported at fair value. The fair value of the Fixed Income
Fund is equivalent to its contract value. Contract value represents the
aggregate amount on deposit, including accumulated interest. The fair value of
CIGNA common stock is based upon quoted market price. Fair value of CGLIC's
separate accounts is measured by the net unit value, which is based on the fair
value of the underlying assets of the account. Net investment gain from separate
accounts results from the increase in net unit value.

Payment of Benefits
- -------------------

Benefits are recorded when paid.

Plan Expenses
- -------------

The investment results of all funds except the CIGNA Stock Fund are net of
management fees, investment expenses, risk charges and administrative costs
charged by CGLIC. Brokers' commissions resulting from buying or selling stock in
the CIGNA Stock Fund are paid from the participants' accounts and have been
reflected as a reduction of the CIGNA Stock Fund's investment income in these
financial statements. Other costs associated with the operation of the Plan,
including trustee and legal fees, are paid by CIGNA.

                                      -8-                                11-K-12
<PAGE>
                        SAVINGS AND INVESTMENT PLUS PLAN

                          NOTES TO FINANCIAL STATEMENTS

Note 3 - Investments

An analysis of the changes in net assets available for benefits by investment
fund for the year ended December 31, 1997 is presented below.

<TABLE>
<CAPTION>
                                                                  Fidelity                                                 
                                                                   Advisor                                                 
                                                                   Growth                    Founders                     
                                       Fixed         CIGNA      Opportunities  Stock Market   Growth      International  
   Year Ended December 31, 1997     Income Fund   Stock Fund        Fund        Index Fund     Fund        Equity Fund   
- ----------------------------------  -----------   ----------    -------------  ------------  --------     -------------  
(In thousands)
<S>                                 <C>           <C>           <C>           <C>           <C>           <C>        
Investment income
  Interest and dividends            $    58,541   $     2,926   $        --   $        --   $        --   $        --
  Net appreciation in fair value
       of CIGNA stock                        --        29,912            --            --            --            --
  Net investment gain (loss) from
       separate accounts                     --            --        65,617        32,244         5,585          (872)
                                    -----------   -----------   -----------   -----------   -----------   -----------

      Total investment income            58,541        32,838        65,617        32,244         5,585          (872)
                                    -----------   -----------   -----------   -----------   -----------   -----------

Contributions
  Employees' contributions               30,285         9,214        17,699         8,345         3,306         2,977
  Employer's contributions               11,418         3,489         6,660         3,083         1,176         1,134
  Rollover contributions                  1,715           754         1,077           894           839           190
                                    -----------   -----------   -----------   -----------   -----------   -----------

      Total contributions                43,418        13,457        25,436        12,322         5,321         4,301
                                    -----------   -----------   -----------   -----------   -----------   -----------

Loan principal repayments                11,372         2,569         4,316         1,797           770           604

Loan interest received - allocated        1,755           398           667           270           105           104

Loans issued                            (18,026)       (2,829)       (4,637)       (1,902)         (613)         (600)

Benefits paid                           (59,311)       (6,776)      (12,732)       (5,344)         (809)       (1,225)

Interfund transfers                     (42,977)        9,198        (5,751)       21,353        20,307        (2,693)
                                    -----------   -----------   -----------   -----------   -----------   -----------

Net increase (decrease)                  (5,228)       48,855        72,916        60,740        30,666          (381)

Net assets available for benefits
    Beginning of year                   891,281       113,215       227,302        84,101        13,362        30,114
                                    -----------   -----------   -----------   -----------   -----------   -----------

    End of year                     $   886,053   $   162,070   $   300,218   $   144,841   $    44,028   $    29,733
                                    ===========   ===========   ===========   ===========   ===========   ===========
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                     Warburg
                                      Pincus
                                      Advisor      INVESCO        INVESCO
                                     Emerging       Total        Industrial    Participant
   Year Ended December 31, 1997     Growth Fund  Return Fund    Income Fund       Loans         Total
- ----------------------------------  -----------  -----------    -----------    -----------      -----
(In thousands)

Investment income
<S>                                 <C>           <C>           <C>           <C>           <C>           
  Interest and dividends            $        --   $        --   $        --   $     3,448   $    64,915
  Net appreciation in fair value
       of CIGNA stock                        --            --            --            --        29,912
  Net investment gain (loss) from
       separate accounts                  3,277         6,138           273            --       112,262
                                    -----------   -----------   -----------   -----------   -----------

      Total investment income             3,277         6,138           273         3,448       207,089
                                    -----------   -----------   -----------   -----------   -----------

Contributions
  Employees' contributions                2,250         2,180            65            --        76,321
  Employer's contributions                  821           802            26            --        28,609
  Rollover contributions                    584           401             4            --         6,458
                                    -----------   -----------   -----------   -----------   -----------

      Total contributions                 3,655         3,383            95            --       111,388
                                    -----------   -----------   -----------   -----------   -----------

Loan principal repayments                   546           452            10       (22,436)           --

Loan interest received - allocated           74            73             2        (3,448)           --

Loans issued                               (372)         (485)          (12)       29,476            --

Benefits paid                            (1,003)       (1,429)          (32)       (1,613)      (90,274)

Interfund transfers                      12,628        (3,063)       (9,002)           --            --
                                    -----------   -----------   -----------   -----------   -----------

Net increase (decrease)                  18,805         5,069        (8,666)        5,427       228,203

Net assets available for benefits
    Beginning of year                     9,235        22,967         8,666        45,221     1,445,464
                                    -----------   -----------   -----------   -----------   -----------

    End of year                     $    28,040   $    28,036   $        --   $    50,648   $ 1,673,667
                                    ===========   ===========   ===========   ===========   ===========

                                                  -9-                                           11-K-13
</TABLE>


<PAGE>
                        SAVINGS AND INVESTMENT PLUS PLAN

                          NOTES TO FINANCIAL STATEMENTS


An analysis of the changes in net assets available for benefits by investment
fund for the year ended December 31, 1996 is presented below.

<TABLE>
<CAPTION>
                                                                               Fidelity                                           
                                                                                Advisor                                            
                                                                                Growth                     Founders                
                                                   Fixed         CIGNA      Opportunities  Stock Market     Growth     International
 Year Ended December 31, 1996                   Income Fund    Stock Fund        Fund       Index Fund       Fund       Equity Fund
- ---------------------------------------------   -----------    ----------   -------------  ------------    --------    -------------
(In thousands)

Investment income
<S>                                              <C>           <C>           <C>           <C>           <C>           <C>         
  Interest and dividends                         $    58,907   $     2,610   $        --   $        --   $        --   $        --
  Net appreciation in fair value of CIGNA stock           --        27,248            --            --            --            --
  Net investment gain (loss) from
       separate accounts                                  --            --        34,381        13,433          (213)        1,785
                                                 -----------   -----------   -----------   -----------   -----------   -----------

      Total investment income                         58,907        29,858        34,381        13,433          (213)        1,785
                                                 -----------   -----------   -----------   -----------   -----------   -----------

Contributions
  Employees' contributions                            34,990         6,814        17,605         5,265           117         2,908
  Employer's contributions                            14,415         2,712         6,966         2,040            43         1,148
  Rollover contributions                               1,358           710         1,189           564            35           197
                                                 -----------   -----------   -----------   -----------   -----------   -----------

      Total contributions                             50,763        10,236        25,760         7,869           195         4,253
                                                 -----------   -----------   -----------   -----------   -----------   -----------

Loan principal repayments                             11,233         1,598         3,589           952            30           596

Loan interest received - allocated                     1,717           264           563           151             5            97

Loans issued                                         (19,073)       (1,908)       (3,670)         (996)           (7)         (512)

Benefits paid                                        (55,883)       (5,184)       (9,158)       (2,611)           (6)       (1,037)

Transfers to other plans                             (27,419)       (1,673)       (6,684)       (1,543)           --          (581)

Interfund transfers                                  (31,132)       (1,368)       (5,872)       17,531        13,358         6,366
                                                 -----------   -----------   -----------   -----------   -----------   -----------

Net increase (decrease)                              (10,887)       31,823        38,909        34,786        13,362        10,967

Net assets available for benefits
    Beginning of year                                902,168        81,392       188,393        49,315            --        19,147
                                                 -----------   -----------   -----------   -----------   -----------   -----------

    End of year                                  $   891,281   $   113,215   $   227,302   $    84,101   $    13,362   $    30,114
                                                 ===========   ===========   ===========   ===========   ===========   ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                  Warburg
                                                  Pincus
                                                  Advisor      INVESCO        INVESCO
                                                 Emerging       Total        Industrial    Participant
 Year Ended December 31, 1996                   Growth Fund   Return Fund    Income Fund      Loans          Total
- ---------------------------------------------   -----------   -----------   ------------   -----------       -----
(In thousands)

Investment income
<S>                                              <C>           <C>           <C>           <C>           <C>         
  Interest and dividends                         $        --   $        --   $        --   $     2,909   $    64,426
  Net appreciation in fair value of CIGNA stock           --            --            --            --        27,248
  Net investment gain (loss) from
       separate accounts                                 147         2,510         2,839            --        54,882
                                                 -----------   -----------   -----------   -----------   -----------

      Total investment income                            147         2,510         2,839         2,909       146,556
                                                 -----------   -----------   -----------   -----------   -----------

Contributions
  Employees' contributions                                89         1,976         1,977            --        71,741
  Employer's contributions                                33           764           761            --        28,882
  Rollover contributions                                  13           202           193            --         4,461
                                                 -----------   -----------   -----------   -----------   -----------

      Total contributions                                135         2,942         2,931            --       105,084
                                                 -----------   -----------   -----------   -----------   -----------

Loan principal repayments                                 28           367           335       (18,728)           --

Loan interest received - allocated                         3            60            49        (2,909)           --

Loans issued                                              (1)         (334)         (305)       26,806            --

Benefits paid                                             (5)         (926)         (559)       (2,013)      (77,382)

Transfers to other plans                                  --          (455)         (323)       (2,294)      (40,972)

Interfund transfers                                    8,928         2,663       (10,474)           --            --
                                                 -----------   -----------   -----------   -----------   -----------

Net increase (decrease)                                9,235         6,827        (5,507)        3,771       133,286

Net assets available for benefits
    Beginning of year                                     --        16,140        14,173        41,450     1,312,178
                                                 -----------   -----------   -----------   -----------   -----------

    End of year                                  $     9,235   $    22,967   $     8,666   $    45,221   $ 1,445,464
                                                 ===========   ===========   ===========   ===========   ===========

                                                        -10-                                                 11-K-14
</TABLE>
<PAGE>
                        SAVINGS AND INVESTMENT PLUS PLAN

                         NOTES TO FINANCIAL STATEMENTS

Note 4 - Tax Status

A favorable determination letter was received from the Internal Revenue Service
(IRS) for the Plan and all Plan amendments through December 31, 1994, indicating
that the Plan was in compliance with the applicable requirements of the IRC. The
Plan has been amended since receiving the determination letter. However,
management believes that the Plan is designed and is currently being operated in
compliance with the applicable requirements of the IRC.

Note 5 - Related Party Transactions

There are transactions between the Plan and CIGNA and its affiliates which, in
the opinion of Plan management, are exempt from detailed reporting under Title I
of ERISA. Investments in CGLIC's separate accounts represent investments for
which CGLIC has fiduciary responsibility. Investment in the Fixed Income Fund
represents participation in the general account assets of CGLIC. CGLIC is the
Plan's recordkeeper.

Note 6 - Subsequent Event

CIGNA acquired Healthsource, Inc. in June 1997. In February 1998, assets of
approximately $45 million were transferred into the Plan from the Healthsource
Retirement Savings Plan.

                                      -11-                               11-K-15
<PAGE>

                             SUPPLEMENTAL SCHEDULES

























                                                                         11-K-16

<PAGE>
<TABLE>
<CAPTION>

                                               SAVINGS AND INVESTMENT PLUS PLAN

                                       SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES

                                                   As of December 31, 1997

                                                    (Dollars in thousands)

                                                                                                                   Current
   Identity of Party                               Description                                   Cost               Value
   ------------------       ----------------------------------------------------------       --------------     --------------

<S>                         <C>                                                            <C>                <C>            
   CGLIC                    Fixed Income Fund                                              $       886,053    $       886,053

   CIGNA                    CIGNA Stock Fund
                                CIGNA common stock- 935,310 shares                                  97,611            161,224
                                Short-term investments                                                  76                 76

   CGLIC                    Fidelity Advisor Growth Opportunities Fund                             191,440            300,218

   CGLIC                    Stock Market Index Fund                                                101,783            144,841

   CGLIC                    Founders Growth Fund                                                    39,624             44,028

   CGLIC                    International Equity Fund                                               29,483             29,733

   CGLIC                    Warburg Pincus Advisor Emerging Growth Fund                             25,230             28,040

   CGLIC                    INVESCO Total Return Fund                                               21,131             28,036

   CGLIC                    Participant Loans
                                 (5.14% to 12.95%; maturity 1998-2007)                                                 50,648
                                                                                                                -------------

                                 Total assets held for investment purposes                                          1,672,897

                            Investment income receivable (CIGNA Stock Fund)                                               770
                                                                                                                -------------

                                 Net assets available for benefits                                              $   1,673,667
                                                                                                                =============

                                                             -13-                                                     11-K-17
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                            SAVINGS AND INVESTMENT PLUS PLAN

                                           SCHEDULE OF REPORTABLE TRANSACTIONS

                                          For the Year Ended December 31, 1997

                                                     (In thousands)

                                                                                             Sales
                                                                         ------------------------------------------------
  Party Involved          Description of Asset           Purchases          Proceeds           Cost            Net Gain
- -------------------    ----------------------------     ------------     -------------     ------------      ------------

<S>                    <C>                            <C>              <C>               <C>               <C>          
CGLIC                  Fixed Income Fund              $     136,857    $      200,626    $     200,626     $           -

CIGNA                  CIGNA Stock Fund                      46,352            27,521           15,533            11,988

CGLIC                  Fidelity Advisor Growth
                       Opportunities Fund                    67,567            60,268           42,192            18,076

CGLIC                  Stock Market Index Fund               61,411            32,915           23,220             9,695

                                                          -14-
                                                                                                                 11-K-18
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                        SAVINGS AND INVESTMENT PLUS PLAN

                                          SCHEDULE OF LOANS IN DEFAULT

                                            As of December 31, 1997

                                                 (In thousands)

                           Original                  Amounts Received                 Unpaid
                          Amounts of                   During 1997                  Balances at          Amounts
      Obligor                Loans            Principal           Interest          End of Year          Overdue
- ---------------------   ----------------    -----------------------------------   --------------      -------------

<S>                          <C>                 <C>                 <C>               <C>                <C>  
 Various                     $ 720               $ 13                $ 2               $ 381              $ 381








                                                      -15-                                              11-K-19
</TABLE>

<PAGE>
                                    Exhibits
                                    --------

Exhibits are listed in the Index to Exhibits appearing on page E-1.



                                   Signatures
                                   ----------

Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned
thereunto duly authorized.


                                                SAVINGS AND INVESTMENT PLUS PLAN



Date: June 29, 1998                         By: /s/ Stewart M. Beltz
                                                --------------------
                                                Stewart M. Beltz
                                                Plan Administrator



                                                                         11-K-20
<PAGE>
                                Index to Exhibits



                                                                  Method of
Number                         Description                          Filing


  23                           Consent of                       Filed herewith
                               Independent
                               Accountants

                                      -E-1-


                                                                      Exhibit 23



                       CONSENT OF INDEPENDENT ACCOUNTANTS

     We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-51791) of CIGNA Corporation of our report dated
June 12, 1998, appearing on page 11-K-5 of this Form 11-K.


/s/ PRICE WATERHOUSE LLP
Philadelphia, Pennsylvania
June 26, 1998


                                     -E-2-


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