As filed with the Securities and Exchange Commission on June 28, 1996

                                                       Registration No. ________

                                  UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION    
                             WASHINGTON, D.C.  20549
                        __________________________________

                                     FORM S-8
                              REGISTRATION STATEMENT
                                      UNDER
                            THE SECURITIES ACT OF 1933
                        __________________________________

                     TRAVELERS/AETNA PROPERTY CASUALTY CORP.
              (Exact name of registrant as specified in its charter)

          DELAWARE                                     06-1445591
          (State or other jurisdiction                 (I.R.S.Employer
          of incorporation or organization)            Identification No.)

          ONE TOWER SQUARE
          HARTFORD, CONNECTICUT                        06183
          (Address of Principal Executive Offices)     (Zip Code)

                    TRAVELERS/AETNA PROPERTY CASUALTY CORP. 
          1996 DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
                           (Full title of the plan)



                            JAMES M. MICHENER, ESQ.
                            GENERAL COUNSEL
                            TRAVELERS/AETNA PROPERTY CASUALTY CORP.
                            ONE TOWER SQUARE
                            HARTFORD, CONNECTICUT 06183
                    (Name and address of agent for service)

                            (203) 277-0111
                    (Telephone number, including
                    area code, of agent for service)

                            CALCULATION OF REGISTRATION FEE


<TABLE><CAPTION>

Title of                                     Proposed Maximum    Proposed Maximum         Amount of
Securities               Amount to be        Offering Price      Aggregate Offering       Registration
to be Registered         Registered          Per Share           Price                    Fee

<S>                     <C>                 <C>                <C>                       <C>
Class A Common Stock,
$.01 par value 
per share                 100,000(1)          $26.625(2)         $2,662,500(2)            $918.10(2)

</TABLE>


(1)  This Registration Statement also covers such additional number of shares 
     as may be issuable or saleable by reason of the operation of the 
     anti-dilution provisions of the Travelers/Aetna Property Casualty Corp.
     1996 Deferred Compensation Plan for Non-Employee Directors that are
     covered by this Registration Statement.

(2)  The registration fee for the securities registered hereby has been
     calculated pursuant to Rule 457(h) under the Securities Act and is based
     upon the average of the high and low sale price of the Class A Common
     Stock, par value $.01 per share, of Travelers/Aetna Property Casualty
     Corp. as reported on the New York Stock Exchange on June 21, 1996.
                                                              --









<PAGE>







PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents are hereby incorporated by reference in this
Registration Statement:

     (a)  The Prospectus dated April 22, 1996 filed by Travelers/Aetna Property
Casualty Corp. (the "Registrant") pursuant to Rule 424(b) of the Securities Act
of 1933, as amended (the "Act"), that contains audited financial statements for
the Registrant's latest fiscal year;

     (b) All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since the end of the fiscal year covered by the financial statements referenced
in subparagraph (a) above; and

     (c)  The description of the Registrant's Common Stock contained in the
Registrant's registration statement filed on Form S-1 under the Act dated April
22, 1996 (File No. 333-2254), which description is incorporated by reference
into the Form 8-A filed under the Exchange Act on April 11, 1996 (File No. 1-
14328) and any amendment or report filed for the purpose of further updating
such description.

     All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
the filing of such documents.

ITEM 4.   DESCRIPTION OF SECURITIES.

          Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Subsection (a) of Section 145 of the Delaware General Corporation Law
("DGCL") empowers a corporation to indemnify any person who was or is a party or
is threatened to be made a party 























                                        2
<PAGE>






to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.

     Subsection (b) of DGCL Section 145 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred  by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification may be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.

     Other subsections of Section 145 further provide that to the extent a
director or officer of a corporation has been successful on the merits or
otherwise in the defense of any action, suit or proceeding referred to in
subsections (a) and (b) of Section 145, or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith; that
indemnification provided for by Section 145 shall be deemed exclusive of any
other rights to which the indemnified party may be entitled; that
indemnification provided for by Section 145 shall, unless otherwise provided
when authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of such
person's heirs, executors and administrators; and empowers the corporation to
purchase and maintain insurance on behalf of a director or officer of the
corporation against any liability asserted against him and incurred by him in
any such capacity, or arising out of his status 


























                                        3
<PAGE>






as such, whether or not the corporation would have the power to indemnify him
against such liabilities under Section 145.  Section 3 of Article V of the
Company's By-Laws provides that the Company shall indemnify its directors and
officers to the fullest extent permitted by the DGCL.

     The Company also provides liability insurance for its directors and
officers which provides for coverage against loss from claims made against
directors and officers in their capacity as such, including liabilities under
the Securities Act of 1933, as amended.  In certain employment agreements, the
Company or its subsidiaries have also agreed to indemnify certain officers
against loss from claims made against such officers in connection with the
performance of their duties under their employment agreements.  Such
indemnification is generally to the same extent as provided in the Company's By-
laws. 

     Section 102(b)(7) of the DGCL provides that a certificate of incorporation
may contain a provision eliminating or limiting the personal liability of a
director to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director provided  that such provision shall not
eliminate or limit the liability of a director (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any
transaction from which the director derived an improper personal benefit. 
Article TWELFTH of the Company's Restated Certificate of Incorporation limits
the liability of directors to the fullest extent permitted by Section 102(b)(7).

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.   EXHIBITS.

          See Exhibit Index attached hereto.

ITEM 9.   UNDERTAKINGS. 

     (a)  The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

          (i)  To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;



























                                        4
<PAGE>








          (ii)  To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; 

          (iii)  To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement; provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Securities and
Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

          (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and

          (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

     (b)  The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.


























                                        5
<PAGE>







     (c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.























































                                        6
<PAGE>






                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,
Travelers/Aetna Property Casualty Corp. certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, this 28th day of June, 1996.

                                   TRAVELERS/AETNA PROPERTY CASUALTY CORP. 
                                   (Registrant)


                                   By:  /S/ Robert I. Lipp
                                      ------------------------
                                      Robert I. Lipp, President

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities indicated on this 28th day of June, 1996.

               SIGNATURE                CAPACITY

                                        Chairman of the Board, President and
               /S/ Robert I. Lipp       Chief Executive Officer (Principal
               ---------------------    Executive Officer) and Director
               Robert I. Lipp
               
               
                              
                                     
                                     
               /S/ William P. Hannon    Chief Financial Officer 
               ---------------------    (Principal Financial Officer) 
               William P. Hannon
               
               
                                     
                                     
               /S/ Christine B. Mead    Chief Accounting Officer
               ---------------------    (Principal Accounting Officer)
               Christine B. Mead
               
               
               
                                     
                        *
               ---------------------    Director
               Kenneth J. Bialkin
               
               
               
                                     
                        *
               ---------------------    Director
               John J. Byrne
              
              
























                                        7
<PAGE>






               SIGNATURE                    CAPACITY
                                            
                                            
                        *                   Director
               -----------------------      
               James Dimon                  
                                            
                                            
                        *                   Director
               -----------------------      
               Dudley C. Mecum              
                                            
                                            
                        *                   Director
               -----------------------      
               Roberto G. Mendoza           
                                            
                                            
                        *                   Director
               -----------------------      
               Frank J. Tasco               
                                            
                                            
                                            Director
               -----------------------      
               Sanford I. Weill             
                                            
                                            
                        *                   Director
               -----------------------     
               Arthur Zankel




          *By:  /S/ William P. Hannon
              -----------------------
               William P. Hannon
               Attorney-in-fact under the
               Powers of Attorney filed
               as Exhibit 24 hereto.





































                                        8
<PAGE>






EXHIBIT INDEX



Exhibit
Number    Description of Document


5         Opinion of James M. Michener, with respect to the legality of the
          securities being registered (filed herewith)

23.1      Consent of James M. Michener (included in his consent filed as Exhibit
          5)

23.2      Consent of KPMG Peat Marwick LLP (filed herewith)

23.3      Consent of KPMG Peat Marwick LLP (filed herewith)

24        Powers of Attorney of certain directors of the Registrant (filed
          herewith)

28.1      Information from Reports Furnished to State Insurance
          Regulatory Authorities.  Schedule P of the Combined Annual Statement
          of The Travelers Insurance Group Inc. and its affiliated property and
          casualty insurers (incorporated by reference to Exhibit 28.01 of the
          Form 10-K for the year ended December 31, 1995 of Travelers Group Inc.
          (File No. 1-9924).

28.2      Information from Reports Furnished to State Insurance Regulatory
          Authorities.  Schedule P of the Combined Annual Statement of Aetna
          Life and Casualty Company and its affiliated property and casualty
          insurers (incorporated by reference to Exhibit 28 of the Form 10-K for
          the year ended December 31, 1995 of Aetna Life and Casualty Company
          (File No. 1-5704).



































                                        9
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As filed with the Securities and Exchange Commission on June 28, 1996

                                                       Registration No. ________

                                  UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION    
                             WASHINGTON, D.C.  20549
                        __________________________________

                                     FORM S-8
                              REGISTRATION STATEMENT
                                      UNDER
                            THE SECURITIES ACT OF 1933
                        __________________________________

                     TRAVELERS/AETNA PROPERTY CASUALTY CORP.
              (Exact name of registrant as specified in its charter)

          DELAWARE                                     06-1445591
          (State or other jurisdiction                 (I.R.S.Employer
          of incorporation or organization)            Identification No.)

          ONE TOWER SQUARE
          HARTFORD, CONNECTICUT                        06183
          (Address of Principal Executive Offices)     (Zip Code)

                    TRAVELERS/AETNA PROPERTY CASUALTY CORP. 
          1996 DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
                           (Full title of the plan)

                            JAMES M. MICHENER, ESQ.
                            GENERAL COUNSEL
                            TRAVELERS/AETNA PROPERTY CASUALTY CORP.
                            ONE TOWER SQUARE
                            HARTFORD, CONNECTICUT 06183
                    (Name and address of agent for service)

                            (203) 277-0111
                    (Telephone number, including
                    area code, of agent for service)

                            CALCULATION OF REGISTRATION FEE
Title of                                     Proposed Maximum    Proposed Maximum         Amount of
Securities               Amount to be        Offering Price      Aggregate Offering       Registration
to be Registered         Registered          Per Share           Price                    Fee
Class A Common Stock,
$.01 par value 
per share                 100,000(1)          $26.625(2)         $2,662,500(2)            $918.10(2)
(1)  This Registration Statement also covers such additional number of shares 
     as may be issuable or saleable by reason of the operation of the 
     anti-dilution provisions of the Travelers/Aetna Property Casualty Corp.
     1996 Deferred Compensation Plan for Non-Employee Directors that are
     covered by this Registration Statement.

(2)  The registration fee for the securities registered hereby has been
     calculated pursuant to Rule 457(h) under the Securities Act and is based
     upon the average of the high and low sale price of the Class A Common
     Stock, par value $.01 per share, of Travelers/Aetna Property Casualty
     Corp. as reported on the New York Stock Exchange on June 21, 1996.
                                                              --
PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents are hereby incorporated by reference in this
Registration Statement:

     (a)  The Prospectus dated April 22, 1996 filed by Travelers/Aetna Property
Casualty Corp. (the "Registrant") pursuant to Rule 424(b) of the Securities Act
of 1933, as amended (the "Act"), that contains audited financial statements for
the Registrant's latest fiscal year;

     (b) All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since the end of the fiscal year covered by the financial statements referenced
in subparagraph (a) above; and

     (c)  The description of the Registrant's Common Stock contained in the
Registrant's registration statement filed on Form S-1 under the Act dated April
22, 1996 (File No. 333-2254), which description is incorporated by reference
into the Form 8-A filed under the Exchange Act on April 11, 1996 (File No. 1-
14328) and any amendment or report filed for the purpose of further updating
such description.

     All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
the filing of such documents.

ITEM 4.   DESCRIPTION OF SECURITIES.

          Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Subsection (a) of Section 145 of the Delaware General Corporation Law
("DGCL") empowers a corporation to indemnify any person who was or is a party or
is threatened to be made a party 

                                        2
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.

     Subsection (b) of DGCL Section 145 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred  by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification may be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.

     Other subsections of Section 145 further provide that to the extent a
director or officer of a corporation has been successful on the merits or
otherwise in the defense of any action, suit or proceeding referred to in
subsections (a) and (b) of Section 145, or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith; that
indemnification provided for by Section 145 shall be deemed exclusive of any
other rights to which the indemnified party may be entitled; that
indemnification provided for by Section 145 shall, unless otherwise provided
when authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of such
person's heirs, executors and administrators; and empowers the corporation to
purchase and maintain insurance on behalf of a director or officer of the
corporation against any liability asserted against him and incurred by him in
any such capacity, or arising out of his status 

                                        3
as such, whether or not the corporation would have the power to indemnify him
against such liabilities under Section 145.  Section 3 of Article V of the
Company's By-Laws provides that the Company shall indemnify its directors and
officers to the fullest extent permitted by the DGCL.

     The Company also provides liability insurance for its directors and
officers which provides for coverage against loss from claims made against
directors and officers in their capacity as such, including liabilities under
the Securities Act of 1933, as amended.  In certain employment agreements, the
Company or its subsidiaries have also agreed to indemnify certain officers
against loss from claims made against such officers in connection with the
performance of their duties under their employment agreements.  Such
indemnification is generally to the same extent as provided in the Company's By-
laws. 

     Section 102(b)(7) of the DGCL provides that a certificate of incorporation
may contain a provision eliminating or limiting the personal liability of a
director to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director provided  that such provision shall not
eliminate or limit the liability of a director (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any
transaction from which the director derived an improper personal benefit. 
Article TWELFTH of the Company's Restated Certificate of Incorporation limits
the liability of directors to the fullest extent permitted by Section 102(b)(7).

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.   EXHIBITS.

          See Exhibit Index attached hereto.

ITEM 9.   UNDERTAKINGS. 

     (a)  The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

          (i)  To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

                                        4
(ii)  To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; 

          (iii)  To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement; provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Securities and
Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

          (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and

          (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

     (b)  The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                                        5
(c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                        6
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,
Travelers/Aetna Property Casualty Corp. certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, this 28th day of June, 1996.

                                   TRAVELERS/AETNA PROPERTY CASUALTY CORP. 
                                   (Registrant)

                                   By:  /S/ Robert I. Lipp
                                      ------------------------
                                      Robert I. Lipp, President

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities indicated on this 28th day of June, 1996.

               SIGNATURE                CAPACITY

                                        Chairman of the Board, President and
               /S/ Robert I. Lipp       Chief Executive Officer (Principal
               ---------------------    Executive Officer) and Director
               Robert I. Lipp
               
               
                              
                                     
                                     
               /S/ William P. Hannon    Chief Financial Officer 
               ---------------------    (Principal Financial Officer) 
               William P. Hannon
               
               
                                     
                                     
               /S/ Christine B. Mead    Chief Accounting Officer
               ---------------------    (Principal Accounting Officer)
               Christine B. Mead
               
               
               
                                     
                        *
               ---------------------    Director
               Kenneth J. Bialkin
               
               
               
                                     
                        *
               ---------------------    Director
               John J. Byrne
              
              

                                        7
SIGNATURE                    CAPACITY
                                            
                                            
                        *                   Director
               -----------------------      
               James Dimon                  
                                            
                                            
                        *                   Director
               -----------------------      
               Dudley C. Mecum              
                                            
                                            
                        *                   Director
               -----------------------      
               Roberto G. Mendoza           
                                            
                                            
                        *                   Director
               -----------------------      
               Frank J. Tasco               
                                            
                                            
                                            Director
               -----------------------      
               Sanford I. Weill             
                                            
                                            
                        *                   Director
               -----------------------     
               Arthur Zankel

          *By:  /S/ William P. Hannon
              -----------------------
               William P. Hannon
               Attorney-in-fact under the
               Powers of Attorney filed
               as Exhibit 24 hereto.

                                        8
EXHIBIT INDEX

Exhibit
Number    Description of Document

5         Opinion of James M. Michener, with respect to the legality of the
          securities being registered (filed herewith)

23.1      Consent of James M. Michener (included in his consent filed as Exhibit
          5)

23.2      Consent of KPMG Peat Marwick LLP (filed herewith)

23.3      Consent of KPMG Peat Marwick LLP (filed herewith)

24        Powers of Attorney of certain directors of the Registrant (filed
          herewith)

28.1      Information from Reports Furnished to State Insurance
          Regulatory Authorities.  Schedule P of the Combined Annual Statement
          of The Travelers Insurance Group Inc. and its affiliated property and
          casualty insurers (incorporated by reference to Exhibit 28.01 of the
          Form 10-K for the year ended December 31, 1995 of Travelers Group Inc.
          (File No. 1-9924).

28.2      Information from Reports Furnished to State Insurance Regulatory
          Authorities.  Schedule P of the Combined Annual Statement of Aetna
          Life and Casualty Company and its affiliated property and casualty
          insurers (incorporated by reference to Exhibit 28 of the Form 10-K for
          the year ended December 31, 1995 of Aetna Life and Casualty Company
          (File No. 1-5704).

                                        9