8-K

 1

                SECURITIES AND EXCHANGE COMMISSION

                       Washington, D.C.  20549

                             Form 8-K

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



Date of report (Date of earliest event reported)  November 28, 1995 
                                                 ___________________


                    Aetna Life and Casualty Company                   
____________________________________________________________________
 

         (Exact name of registrant as specified in its charter)


                              Connecticut                             
____________________________________________________________________
 

            (State or other jurisdiction of incorporation)


       1-5704                                     06-0843808          
____________________________________________________________________
 

(Commission File Number)                      (I.R.S. Employer 
                                               Identification No.)


151 Farmington Avenue, Hartford, Connecticut           06156         
____________________________________________________________________
 

(Address of principal executive offices)             (ZIP Code)


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



                             Not Applicable                           
_____________________________________________________________________
 

      (Former Name or Former Address, if Changed Since Last Report)



 2

                             TABLE OF CONTENTS
                             _________________


                                                           Page
                                                           ____

Item 5.  Other Events.                                       3


Item 7(c).  Exhibits.                                        3


Signatures                                                   4



 3

Item 5. Other Events.

Aetna Life and Casualty Company entered into a definitive agreement, 
dated November 28, 1995, to sell its property-casualty operations to 
The Travelers Insurance Group Inc. for total consideration of $4.0 
billion in cash.  The sale has been approved by both companies' 
boards of directors and is expected to be completed by mid-year 1996, 
subject to regulatory approval and other customary conditions.  A 
copy of the press release announcing this sale is attached hereto as 
Exhibit 99.1, which exhibit is incorporated herein by reference.

Item 7(c). Exhibits.

Exhibit 99.1 -- Press Release of Aetna Life and Casualty Company 
dated November 29, 1995.

 4

                       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  November 29, 1995          By /s/ Robert J. Price         
                                    ____________________________
                                      (Signature)

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

EX-99

 1



         AETNA TO SELL PROPERTY/CASUALTY OPERATIONS
                 TO TRAVELERS FOR $4.0 BILLION

                 _____________________________

        Will Focus on Building National Managed Health Care 
        Franchise and Expanding Retirement Services and 
                   International Businesses

                 _____________________________


HARTFORD, Conn. -- Aetna Life and Casualty (NYSE: AET) announced 
today that, as part of a strategic refocusing of the Company, it has 
entered into a definitive agreement to sell its Property/Casualty 
operations to Travelers Group for total consideration of $4.0 billion 
in cash.  The sale has been approved by both companies' boards of 
directors and is subject to regulatory approval and other customary 
conditions.

"The sale of the Property/Casualty business represents an historic 
shift for Aetna," Chairman Ronald E. Compton said.  "We've made a 
strategic decision to focus on growth opportunities in our managed 
health care and financial services businesses both in the U.S. and 
selected international markets.

"Health care and retirement security are increasingly central 
concerns to our customers.  Our goal is to make the Aetna name 
synonymous with best-value products, information and expert advice to 
help each of them plan for a healthier, more secure future.

"Aetna now has three core businesses -- Aetna Health Plans, Aetna 
Retirement Services and Aetna International -- each with strong 
market positions and above-average returns.  Each will now have the 
resources needed to grow and become even more competitive and 
profitable."












 2



Noting that the P/C transaction would by itself be dilutive to 1996 
earnings, Compton said, "We are optimistic that earnings from 
anticipated acquisitions and the aggressive pursuit of a variety of 
new opportunities made possible by increased scale in our remaining 
businesses will help to mitigate any dilution in the near term."

As part of the sale agreement, Travelers has agreed to assume eight 
years of Aetna's lease at CityPlace in downtown Hartford.  Upon 
completion of the transaction, the facility will house the P/C 
employees currently located at Aetna's headquarters complex.  Aetna 
employees currently located at CityPlace will in turn relocate to the 
headquarters complex.  Consistent with its focus on eliminating 
unnecessary costs, Aetna expects to take an approximately $190 
million after-tax charge for the remaining CityPlace lease obligation 
at the close of the transaction.

Aetna Health Plans (AHP) is the country's third largest health care 
company in this rapidly growing, nearly $1 trillion market.  In 
addition to providing health care coverage through health maintenance 
organizations, point-of-service plans, preferred provider 
organizations and traditional fee-for-service plans, AHP also offers 
a broad range of specialty health and group insurance products.  In 
total, AHP products and services reach 19 million Americans.  The 
company serves 25 percent of the Fortune 1000 and 19,000 employers 
overall.  AHP's 1994 revenues were $7.1 billion and operating 
earnings were $355 million.

"Aetna has been investing heavily in the health business to broaden 
our managed care capabilities, increase membership in key markets and 
create new managed health care programs that customers increasingly 
demand," Compton said.  "As part of that strategy, we will look for 
opportunities to make strategic investments or acquisitions to 
further strengthen our overall position.  With consolidation in the 
industry and a shift to managed care, we expect to see the emergence 
of a handful of leading national managed health care providers.  
Aetna intends to be the best of them."

Aetna's financial services business markets a variety of retirement, 
investment and life insurance products to individuals, businesses and 
not-for-profit institutions.  Assets under management as of September 
30, 1995 were $71.2 billion.  These businesses contributed $234.3 
million to Aetna's operating earnings in 1994.


 3



"Aetna has built a strong position in several important retirement 
market niches," Compton said.  "We are working to strengthen our 
position as an equity fund and financial planning provider, and 
broaden our distribution channels to give customers easier access to 
our products and services.  We are exploring investments and 
acquisitions to achieve that goal.  This market is growing at about 
15 percent a year, fueled by the aging of the baby boomers and their 
concerns about gaps in their retirement benefits.  We see real 
opportunities here."

Aetna International has an established and strong position in key 
emerging markets including Chile, Mexico, Taiwan, Hong Kong and 
Malaysia.  Aetna's international businesses offer health care, 
financial security and retirement planning products and services to 
approximately 2.5 million customers in 10 countries.  The company 
expects to continue developing its current international operations 
and to penetrate new markets where suitable opportunities exist.  
International's operating earnings in 1994 were $69 million.

In 1994, Aetna's Property/Casualty business, which includes personal 
and commercial insurance, accounted for $5.3 billion of Aetna's total 
revenues of $17.5 billion and $60 million of Aetna's $510 million in 
operating earnings.  It employs approximately 11,600 of the company's 
41,000 workers.

"We have been pleased with improving results in our P/C business," 
Compton said.  "The combination with Travelers' P/C business will 
create a powerhouse P/C operation.  For this reason, we have agreed 
with Travelers -- separate from the P/C sale agreement -- to invest 
up to $200 million in a potential 1996 offering of common stock in 
the new entity.

"The transformation under way at Aetna will create an even stronger 
company, headquartered in Hartford, that will continue to be a 
leading corporate citizen and employer in the communities where we do 
business," Compton said.