AEtna             Interoffice          Mary Ann Champlin
                  Communication        Aetna Human Resources, RC3A
                                       (860) 273-8371
                                       Fax: (860) 560-8721



To         Daniel P. Kearney

Date       July 22, 1996

Subject    EMPLOYMENT AGREEMENT

I am pleased to inform you that effective July 19, 1996, Aetna 
Inc. has assumed all of the obligations of Aetna Services, Inc. 
(formerly Aetna Life and Casualty Company) under your Employment 
Agreement with Aetna Services, Inc.  All references to the 
"Company" in your Employment Agreement will hereinafter be deemed 
to mean both Aetna Services, Inc. and Aetna Inc.  Among other 
things, this means that the Change in Control provisions of your 
Employment Agreement would be triggered by a change in control of 
either Aetna Services, Inc. or Aetna Inc.

By way of background, Aetna Inc. became the ultimate parent within 
the Aetna holding company system as a result of the merger with 
U.S. Healthcare.  Your Employment Agreement was entered into with 
Aetna Services, Inc., which is now a direct subsidiary of Aetna 
Inc.  We felt it would be appropriate for the new ultimate parent, 
Aetna Inc., to assume these obligations to place you on an 
equivalent footing post-merger.

The assumption of your Employment Agreement is self-executing.  
You do not need to take any action in response to this letter.  If 
you have any questions or concerns, please let me know.




                                             /s/ Mary Ann Champlin