By-Laws - Aetna Inc.


                             AETNA INC.
                              BY-LAWS


                             ARTICLE I
                      SHAREHOLDERS' MEETINGS

Section 1.  The Annual Meeting of the Shareholders of the Company 
shall be held at such time and place as the Board of Directors may 
prescribe.

Section 2.  At any meeting of the shareholders, only such business 
may be conducted as shall have been properly brought before the 
meeting and as shall have been determined to be lawful and 
appropriate for consideration by shareholders at the meeting.  To 
be properly brought before a meeting, the business must be (a) 
specified in the notice of meeting, (b) otherwise properly brought 
before the meeting by or at the direction of the Board of Directors 
or the Chairman, or (c) otherwise properly brought before the 
meeting by a shareholder.  For business to be properly brought 
before a meeting by a shareholder pursuant to clause (c) above, the 
shareholder must have given written notice of such shareholder's 
intent to present such business, either by personal delivery or by 
United States mail, postage prepaid, to the Secretary of the 
Company not later than 90 days prior to the date such meeting is to 
be held; provided, however, notice by the shareholder shall be 
timely in any event if received not later than the close of 
business on the 10th day following the day on which public 
disclosure of the date of the meeting was made.  Such shareholder's 
notice shall set forth as to each matter the shareholder proposes 
to bring before the meeting (a) a brief description of the business 
desired to be brought before the meeting and the reasons for 
conducting such business at the meeting, (b) the name and address, 
as they appear on the Company's books, of such shareholder, (c) the 
class and number of shares of capital stock of the Company which 
are beneficially owned by such shareholder, and (d) any material 
interest of such shareholder in such business.  Notwithstanding 
anything in these By-Laws to the contrary, no business shall be 
conducted at a meeting except in accordance with the procedures set 
forth in this Section 2.  The chairman of the meeting shall, if the 
facts warrant, determine and declare to the meeting that business 
was not properly brought before the meeting in accordance with the 
procedures prescribed herein, or that business was not lawful or 
appropriate for consideration by shareholders at the meeting, and 
if the chairman of the meeting should so determine, the chairman of 
the meeting shall so declare to the meeting and any such business 
not properly brought before the meeting shall not be transacted at 
that meeting.

Section 3.  Nomination of persons for election to the Board of 
Directors of the Company may be made by the Board of Directors or 
by any shareholder of the Company entitled to vote for the election 
of Directors.  Any shareholder entitled to vote for the election of 
Directors at a meeting may nominate persons for the election of 
Directors only if written notice of such shareholder's intent to 
make such nomination is given, either by personal delivery or by 
United States mail, postage prepaid, to the Secretary of the 
Company not later than 90 days prior to the date such meeting is to 
be held; provided, however, that notice by the shareholder shall be 
timely in any event if received not later than the close of 
business on the 10th day following the day on which 



public disclosure of the date of the meeting was made.  Such 
shareholder's notice shall set forth (a) as to each person whom 
the shareholder proposes to nominate for election or re-election 
as a Director, (i) the name, age, business address and residence 
address of such person, (ii) the principal occupation or 
employment of such person, (iii) the class and number of shares of 
capital stock of the Company which are beneficially owned by such 
person and (iv) any other information relating to such person that 
is required to be disclosed in solicitations of proxies for 
election of Directors, or is otherwise required, in each case 
pursuant to Regulation 14A under the Securities Exchange Act of 
1934, as amended (including without limitation such person's 
written consent to being named in the proxy statement as a nominee 
and to serving as a Director if elected) and (b) as to the 
shareholder giving the notice, (i) the name and address, as they 
appear on the Company's books, of such shareholder and, (ii) the 
class and number of shares of capital stock of the Company which 
are beneficially owned by such shareholder.  The chairman of the 
meeting shall, if the facts warrant, determine and declare to the 
meeting that a nomination was not made in accordance with the 
procedures herein prescribed and, if the chairman of the meeting 
should so determine, the chairman shall so declare to the meeting 
and the defective nomination shall be disregarded.

Section 4.  Special meetings of the shareholders may be called by 
the Board, the Chairman or the President.  Each such meeting shall 
be held on the date and at the hour specified in the call for the 
meeting and, unless another place within or without the State of 
Connecticut has been specified in any such call by the Board or 
the Chairman, at the home office of the Company in the City of 
Hartford.

Section 5.  The order of and the rules for conducting business at 
all meetings of the shareholders shall be determined by the 
chairman of the meeting.


                             ARTICLE II
                              DIRECTORS

Section 1.  The Board of Directors shall consist of not less than 
three and not more than twenty-one Directors, and the number of 
directorships at any time within such minimum and maximum range 
shall be the number fixed by vote of the shareholders or Directors 
or, in the absence thereof, shall be the number of Directors 
elected at the preceding Annual Meeting of Shareholders.  If a 
vacancy in the Board of Directors is created by an increase in the 
number of directorships, it may be filled for the unexpired term 
by action of the shareholders or by the concurring vote of 
Directors holding a majority of the directorships, which number of 
directorships shall be the number prior to the vote on the 
increase.  All other vacancies in the Board shall be filled in the 
manner provided by law.

Section 2.  Regular meetings of the Board shall be held at such 
place and on such day and hour at such periodic intervals as the 
Board may from time to time designate.  Notice of such regular 
meetings need not be given, but the Secretary shall notify each 
Director by mail of the action of the Board designating or 
changing the place, period, day, or hour of such regular meetings.



Section 3.  Special meetings of the Board shall be held at the 
call of the Chairman, the President or not less than one-third of 
the Directors then in office.

Section 4.  A quorum shall consist of a majority of the Directors 
at the time in office, but not less than two Directors nor less 
than one-third of the number of Directors provided for by Article 
II, Section 1.

Section 5.  The Board shall fix the compensation of each Director 
and of each member of a committee appointed by the Board pursuant 
to Article III.


                             ARTICLE III
                       COMMITTEES OF THE BOARD

Section 1.  There shall be an Executive Committee consisting of 
not less than three Directors, including the Chairman, who shall 
be designated by the affirmative vote of Directors holding a 
majority of the directorships, at a meeting at which a quorum is 
present.  The Committee may advise with and aid the officers of 
the Company on matters concerning its interests and the management 
of its business, and generally perform such duties and exercise 
such powers as may be directed or delegated by the Board from time 
to time.  During the intervals between meetings of the Board, the 
Committee shall possess and may exercise all of the authority of 
the Board in the management and direction of the business, 
property and affairs of the Company, subject to such limitations 
as the Board may from time to time impose.

Section 2.  From time to time the Board, by the affirmative vote 
of Directors holding a majority of the directorships, at a meeting 
at which a quorum is present, (a) may provide for such other 
committees as the Board deems necessary or appropriate to carry 
out such of its functions and responsibilities or to advise it on 
such matters as may be specified in such vote; (b) may alter or 
amend the functions or responsibilities of any such committee 
theretofore established; and (c) may designate two or more 
Directors to constitute any such committee.

Section 3.  The Board, by the affirmative vote of Directors 
holding a majority of the directorships, at a meeting at which a 
quorum is present, may designate any member of a committee as 
chairman of that committee, may appoint any officer of the Company 
(or his designate) as recorder of that committee, and may 
designate or provide for the designation of one or more Directors 
as alternate members of that committee who may replace any absent 
or disqualified member at any meeting of that committee upon such 
notice and in such manner as may be provided in the vote 
designating such alternate members.  Each committee shall meet at 
the call of its chairman, the Chairman, the President, the 
Secretary, or any two members of the committee.  The presence of a 
majority of the members of a committee shall be necessary to 
constitute a quorum.  Regular minutes of the proceedings of each 
committee shall be kept in a book provided for that purpose, and 
all actions of each committee shall be reported to the Board.  The 
members of each committee of the Board shall continue in office 
for such term as may be provided in the vote designating them as 
members (which term shall not exceed their term of office as 
Directors) and until their successors are duly designated, unless 
sooner discharged.



                            ARTICLE IV
                             OFFICERS

Section 1.  There shall be a Chairman elected by the Board of 
Directors from their own number and a President and a Secretary 
appointed by the Board.  The Board may also appoint one or more 
Vice Chairmen, Executive Vice Presidents and Senior Vice 
Presidents.  The Board shall fix, or authorize any officer or 
officers to fix, the compensation of any such officer.  In 
addition, the Board may appoint, and fix the compensation of, and 
may authorize any officer or officers to appoint, and to fix the 
compensation of, such additional officers as the Board or such 
authorized officer or officers deem necessary for the proper 
conduct of the business of the Company.

Section 2.  The Chairman shall be the chief executive officer of 
the Company unless the Board vests such position in another 
officer.  The chief executive officer shall be responsible under 
the direction of the Board for the general supervision, 
management, and control of the affairs and property of the 
Company.  The Chairman shall serve as an ex officio member of all 
committees appointed by the Board except as may be otherwise 
provided in these By-Laws or in the vote appointing a committee.  
The Chairman shall preside at all meetings of the shareholders, 
the Board and all committees appointed by the Board of which he is 
a member except as may be otherwise provided in the vote 
appointing a committee.  The Chairman, and the chief executive 
officer if they are not the same person, shall have such other 
authority and responsibility and perform such other duties as may 
from time to time be delegated by the Board.

Section 3.  Officers appointed pursuant to Section 1 of this 
Article IV shall be subject to the direction of and shall have 
such authority and perform such duties as may be assigned from 
time to time by the Board of Directors or the chief executive 
officer.


                             ARTICLE V
                           CORPORATE SEAL

Section 1.  The corporate seal of the Company consists of the 
corporate name 'Aetna Inc.' in a circle, and the words 'Hartford, 
Conn.' within the circle.

Section 2.  The corporate seal shall be in the custody of the 
Secretary and shall be affixed by him or, with the approval of the 
Chairman, or President, by his delegate to documents required to 
be executed under the seal of the Company.  Duplicate seals may be 
in the possession of such other officers of the Company, and 
affixed to such documents, as the Board of Directors, or officers 
acting under its authorization, may from time to time determine 
necessary or desirable.




                             ARTICLE VI
                        AMENDMENT OF BY-LAWS

These By-Laws may be rescinded or amended

(a)  by an affirmative vote of the holders of a majority of the 
voting power of shares entitled to vote thereon at a meeting of 
the shareholders in the call for which written notice of such 
proposed action shall have been given, or,

(b)  by vote of a majority of the number of Directors provided for 
by Article II, Section 1, at any meeting of the Board upon written 
notice to each Director of the action proposed to be taken.









January 1, 1997