<PAGE>
     As filed with the Securities and Exchange Commission on November 9, 2001

                                                            Registration No. [ ]


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                 AETNA INC. (PA)
                    (Exact name of registrant as specified in
                                  its charter)

<TABLE>
<S>                              <C>                               <C>
       Pennsylvania                      6719                          23-2229683
(state or other junction of      (Primary Standard Industrial       (I.R.S. Employer
incorporation or organization)    Classification Code Number)      Identification No.)
</TABLE>

                              151 FARMINGTON AVENUE
                               HARTFORD, CT 06156
                                 (860) 273-0123

                    (Address of principal executive offices)

                        AETNA INC. INCENTIVE SAVINGS PLAN

                            (Full title of the plan)
                               William J. Casazza
                     Vice President and Corporate Secretary
                                   Aetna Inc.
                              151 Farmington Avenue
                               Hartford, CT 06156

                     (Name and address of agent for service)

   Telephone number, including area code, of agent for service: (860) 273-0123

                                    Copy to:
                            Judith H. Jones, Counsel
                                   Aetna Inc.
                              151 Farmington Avenue
                               Hartford, CT 06156

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                         PROPOSED MAXIMUM         PROPOSED MAXIMUM
TITLE OF SECURITIES               AMOUNT TO BE               OFFERING                AGGREGATE                AMOUNT OF
TO BE REGISTERED (1)             REGISTERED (2)         PRICE PER SHARE (3)      OFFERING PRICE (3)       REGISTRATION FEE
--------------------             --------------         -------------------      ------------------       ----------------
<S>                              <C>                    <C>                      <C>                      <C>
Common Stock (par value
$0.01 per share ...........      10,000,000 shares             $28.885               $288,850,000             $72,212.50
</TABLE>

(1)     This Registration Statement also pertains to Rights to Purchase one
        one-hundredth of a share of Class A Voting Preferred Stock, Series A,
        par value $.0l per share, of the Registrant (the "Rights"). Until the
        occurrence of certain prescribed events, the Rights are not exercisable,
        are evidenced by the certificates for Aetna Inc. Common Stock and will
        be transferred along with and only with such securities. Thereafter,
        separate Rights certificates will be issued representing one Right for
        each share of Aetna Inc. Common Stock held subject to adjustment
        pursuant to anti-dilution provisions.
<PAGE>
(2)     Plus an indeterminate number of additional shares which may be offered
        and issued to prevent dilution resulting from stock splits, stock
        dividends or similar transactions and, pursuant to Rule 416(c), an
        indeterminate number of interests in the Plan.

(3)     Estimated solely for purposes of calculating the registration fee and
        are based on the average of high and low prices of the Common Stock on
        the New York Stock Exchange on November 2, 2001, in accordance with Rule
        457 (c) under the Securities Act of 1933, as amended.

ITEM 3.           INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

                  Aetna Inc. (the "Company" or the "Registrant") hereby
incorporates by reference the following documents, which have previously been
filed with the Securities Exchange Commission:

                  (a)   The Company's registration statement on Form S-8, filed
                        on December 19, 2000, as File No. 333-52124, and any
                        amendment thereto;

                  (b)   The Company's annual report on Form 10-K filed
                        February 26, 2001 and any amendment thereto;

                  (c)   All other reports filed pursuant to Section 13(a) or
                        15(d) of the Exchange Act since the end of the fiscal
                        year covered by 10-K referred to above, including the
                        quarterly report on Form 10-Q filed on November 7, 2001;

                  All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in the
registration statement and to be part hereof from the date of filing of such
documents. Any statement contained herein or in a document all or a portion of
which is incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or amended, to constitute
a part of this Registration Statement.

                  The following document previously filed with the Securities
Exchange Commission by Aetna Inc. pursuant to the Securities Exchange Act of
1934 is incorporated by reference herein:

                  (a)   The Annual Report on Form 11-K filed with respect to the
                        plan for the fiscal year ended December 31, 2000.


ITEM 4.           DESCRIPTION OF SECURITIES

                  Not applicable.


ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL

                  None.


ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS

                  The Pennsylvania Business Corporation Law ("Business
Corporation Law") provides, in general, that a corporation may indemnify any
person, including its directors, officers and employees, who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or proceeding, whether civil, criminal, administrative or investigative
(other than actions by or in the right of the corporation) by reason of the fact
that he or she is or was a
<PAGE>
representative of, or was serving at the request of the corporation as a
director, officer, employee, agent or fiduciary of another corporation,
partnership, employee benefit plan or other enterprise, against express
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually reasonably incurred by him or her in connection with the action or
proceeding unless the court determines that the act or failure to act giving
rise to the claim for indemnification constituted willful misconduct or
recklessness. The Business Corporation Law permits similar indemnification in
the case of actions by or in the right of the corporation. In any case, to the
extent that a representative of the corporation has been successful on the
merits or otherwise in defense of any claim, issue or matter, he or shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him or her in connection therewith. The Business Corporation Law
also provides that the indemnification permitted or required by the law is not
exclusive of any other rights to which a person seeking indemnification may be
entitled, provided that indemnification may not be made in any case where the
act is determined by a court to have constituted willful misconduct or
recklessness. The Business Corporation Law also provides that a corporation may
pay expenses (including attorneys' fees), incurred by a party in an action
subject to indemnification in advance of the final disposition of the action
upon receipt of an undertaking by the party on whose behalf such expenses are
paid to repay all amounts to the corporation in the event it is ultimately
determined that the party is not entitled to be indemnified. Aetna's Articles
require indemnification of its directors and officers, and the advancement of
expenses, to the fullest extent permitted by the Business Corporation Law
(except with respect to the claims against the corporation commenced by such a
party) and permit, by action of the Board, indemnification of, and advancement
of expenses to, employees and agents of Aetna as determined by the Board of
Directors in a particular case.


ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED

                  Not applicable.

ITEM 8.           EXHIBITS

                  The following is a complete list of exhibits filed as part of
this Registration Statement:

<TABLE>
<CAPTION>
Exhibit
  No.
-------

<S>             <C>
  4.1           Amended and Restated Articles of Incorporation of Aetna Inc., formerly Aetna U.S. Healthcare Inc.
                (incorporated by reference to Exhibit 3.1 to the Registrant's Registration Statement under the Securities Act
                of 1934 on Form 10 ("Form 10")*

  4.2           Amended and Restated By-Laws of Aetna Inc., formerly Aetna U.S. Healthcare Inc. (incorporated by reference to
                Exhibit 3.2 to the Form 10)*

  4.3           Rights Agreement between Aetna Inc. (formerly Aetna U.S. Healthcare Inc.) and EquiServe Trust Company, N.A.,
                as Rights Agent (incorporated by reference to Exhibit 4.2 to the Form 10)*

  4.4           Aetna Inc. Incentive Savings Plan

  5.1           Opinion of Drinker Biddle & Reath

  5.2           The Registrant undertakes that it will cause the Aetna Inc. Incentive Savings Plan, and all amendments
                thereto, to be submitted to the Internal Revenue Service (the "Service") in a timely manner and that it will
                cause all changes to be made required in order for the Service to issue determination letters with respect to
                the Aetna Inc. Incentive Savings Plan

  23.1          Consent of Drinker Biddle & Reath (included in Exhibit 5.1)

  23.2          Consent of KPMG LLP

  24.1          Power of Attorney
</TABLE>
<PAGE>
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 1933 Act;

                  (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 and 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 this registration statement; and

                  (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
information to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference in the registration statement.

         (2) That, for the purpose of determining any liability under the 1933
Act, 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 1933 Act, each filing of the registrant's
Annual Report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and,
where applicable, each filing of an employee benefit plan's Annual Report
pursuant to Section 15(d) of the 1934 Act) 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.

         (c) Insofar as indemnification for liabilities arising under the 1933
Act 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.
<PAGE>
                                   SIGNATURES


                  Pursuant to the requirements of the Securities Act of 1933,
the Registrant 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 Hartford, Connecticut, on the 8th day of November, 2001.





                                   AETNA INC.



                                   By:  /s/ Alan M. Bennett
                                        ---------------------------------------
                                        Name:  Alan M. Bennett
                                        Title: Chief Financial Officer



                  Pursuant to the requirements of the Securities Act of 1933,
the Aetna Inc. Incentive Savings Plan has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Hartford, State of Connecticut, on the 8th day of
November 2001.



                                   AETNA INC. INCENTIVE SAVINGS PLAN



                                   By:  /s/ James H. Gould
                                        ---------------------------------------
                                        Name:  James H. Gould
                                        Title: Plan Administrator
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.

<TABLE>
<CAPTION>
SIGNATURE                                        TITLE                 DATE
---------                                        -----                 ----
<S>                                              <C>                   <C>
/s/  William H. Donaldson *                      Director              September 28, 2001
----------------------------------
William H. Donaldson

/s/  Betsy Z. Cohen *                            Director              September 28, 2001
----------------------------------
Betsy Z. Cohen

/s/  Barbara Hackman Franklin *                  Director              September 28, 2001
----------------------------------
Barbara Hackman Franklin

/s/  Jeffrey E. Garten *                         Director              September 28, 2001
----------------------------------
Jeffrey E. Garten

/s/  Earl G. Graves *                            Director              September 28, 2001
----------------------------------
Earl G. Graves

/s/  Gerald Greenwald *                          Director              September 28, 2001
----------------------------------
Gerald Greenwald

/s/  Ellen M. Hancock *                          Director              September 28, 2001
----------------------------------
Ellen M. Hancock

/s/  Jack D. Kuehler *                           Director              September 28, 2001
----------------------------------
Jack D. Kuehler

/s/  Judith Rodin *                              Director              September 28, 2001
----------------------------------
Judith Rodin

/s/  Michael H. Jordan *                         Director              September 28, 2001
----------------------------------
Michael H. Jordan

/s/  Joseph P. Newhouse *                                              September 28, 2001
----------------------------------
Joseph P. Newhouse                               Director

*By:   /s/  Judith H. Jones
      ----------------------------
      (Judith  H. Jones
      Attorney-in-Fact)
</TABLE>
<PAGE>
                                INDEX TO EXHIBITS





<TABLE>
<CAPTION>
Exhibit                                                                                             Sequentially
Number                                           Exhibit                                            Numbered Page
------                                           -------                                            -------------

<S>         <C>                                                                                     <C>
4.1         Amended and Restated Articles of Incorporation of Aetna Inc., formerly Aetna U.S.             *
            Healthcare Inc. (incorporated by reference to Exhibit 3.1 of the Registrant's
            Securities Act of 1934 Registration on Form 10 ("Form 10"))

4.2         Amended and Restated By-Laws of Aetna Inc., formerly Aetna U.S. Healthcare Inc.               *
            (incorporated by reference to Exhibit 3.2 of the Form 10)

4.3         Rights Agreement between Aetna Inc. (formerly Aetna U.S. Healthcare Inc.) and                 *
            EquiServe Trust Company, N.A., as Rights Agent (incorporated by reference to
            Exhibit 4.2 to the Form 10)

4.4         Aetna Inc. Incentive Savings Plan

5.1         Opinion of Drinker Biddle & Reath

5.2         The Registrant undertakes that it will cause the Aetna Inc. Incentive Savings
            Plan and all amendments thereto to be submitted to the Internal Revenue Service
            (the "Service") in a timely manner and that it will cause all changes to be made
            required in order for the Service to issue determination letters with respect to
            the Aetna Inc. Incentive Savings Plan

23.1        Consent of Drinker Biddle & Reath (included in Exhibit 5.1)

23.2        Consent of KPMG LLP

24.1        Power of Attorney
</TABLE>

--------

*  Incorporated by reference.
[{"type": "S-8", "sequence": "1", "filename": "y54532s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 20643}]
{"company-data": {"conformed-name": "AETNA INC /PA/", "cik": "0001122304", "assigned-sic": "6324", "irs-number": "232229683", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-73052", "film-number": "1779544"}, "business-address": {"street1": "151 FARMINGTON AVENUE", "city": "HARTFORD", "state": "CT", "zip": "06156", "phone": "8602730123"}, "mail-address": {"street1": "151 FARMINGTON AVENUE", "city": "HARTFORD", "state": "CT", "zip": "06156"}, "former-company": {"former-conformed-name": "AETNA U S HEALTHCARE INC", "date-changed": "20000822"}}
As filed with the Securities and Exchange Commission on November 9, 2001

                                                            Registration No. [ ]

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                 AETNA INC. (PA)
                    (Exact name of registrant as specified in
                                  its charter)
Pennsylvania                      6719                          23-2229683
(state or other junction of      (Primary Standard Industrial       (I.R.S. Employer
incorporation or organization)    Classification Code Number)      Identification No.)
151 FARMINGTON AVENUE
                               HARTFORD, CT 06156
                                 (860) 273-0123

                    (Address of principal executive offices)

                        AETNA INC. INCENTIVE SAVINGS PLAN

                            (Full title of the plan)
                               William J. Casazza
                     Vice President and Corporate Secretary
                                   Aetna Inc.
                              151 Farmington Avenue
                               Hartford, CT 06156

                     (Name and address of agent for service)

   Telephone number, including area code, of agent for service: (860) 273-0123

                                    Copy to:
                            Judith H. Jones, Counsel
                                   Aetna Inc.
                              151 Farmington Avenue
                               Hartford, CT 06156

                         CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM         PROPOSED MAXIMUM
TITLE OF SECURITIES               AMOUNT TO BE               OFFERING                AGGREGATE                AMOUNT OF
TO BE REGISTERED (1)             REGISTERED (2)         PRICE PER SHARE (3)      OFFERING PRICE (3)       REGISTRATION FEE
--------------------             --------------         -------------------      ------------------       ----------------
Common Stock (par value
$0.01 per share ...........      10,000,000 shares             $28.885               $288,850,000             $72,212.50
(1)     This Registration Statement also pertains to Rights to Purchase one
        one-hundredth of a share of Class A Voting Preferred Stock, Series A,
        par value $.0l per share, of the Registrant (the "Rights"). Until the
        occurrence of certain prescribed events, the Rights are not exercisable,
        are evidenced by the certificates for Aetna Inc. Common Stock and will
        be transferred along with and only with such securities. Thereafter,
        separate Rights certificates will be issued representing one Right for
        each share of Aetna Inc. Common Stock held subject to adjustment
        pursuant to anti-dilution provisions.
(2)     Plus an indeterminate number of additional shares which may be offered
        and issued to prevent dilution resulting from stock splits, stock
        dividends or similar transactions and, pursuant to Rule 416(c), an
        indeterminate number of interests in the Plan.

(3)     Estimated solely for purposes of calculating the registration fee and
        are based on the average of high and low prices of the Common Stock on
        the New York Stock Exchange on November 2, 2001, in accordance with Rule
        457 (c) under the Securities Act of 1933, as amended.

ITEM 3.           INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

                  Aetna Inc. (the "Company" or the "Registrant") hereby
incorporates by reference the following documents, which have previously been
filed with the Securities Exchange Commission:

                  (a)   The Company's registration statement on Form S-8, filed
                        on December 19, 2000, as File No. 333-52124, and any
                        amendment thereto;

                  (b)   The Company's annual report on Form 10-K filed
                        February 26, 2001 and any amendment thereto;

                  (c)   All other reports filed pursuant to Section 13(a) or
                        15(d) of the Exchange Act since the end of the fiscal
                        year covered by 10-K referred to above, including the
                        quarterly report on Form 10-Q filed on November 7, 2001;

                  All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in the
registration statement and to be part hereof from the date of filing of such
documents. Any statement contained herein or in a document all or a portion of
which is incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or amended, to constitute
a part of this Registration Statement.

                  The following document previously filed with the Securities
Exchange Commission by Aetna Inc. pursuant to the Securities Exchange Act of
1934 is incorporated by reference herein:

                  (a)   The Annual Report on Form 11-K filed with respect to the
                        plan for the fiscal year ended December 31, 2000.

ITEM 4.           DESCRIPTION OF SECURITIES

                  Not applicable.

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL

                  None.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS

                  The Pennsylvania Business Corporation Law ("Business
Corporation Law") provides, in general, that a corporation may indemnify any
person, including its directors, officers and employees, who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or proceeding, whether civil, criminal, administrative or investigative
(other than actions by or in the right of the corporation) by reason of the fact
that he or she is or was a
representative of, or was serving at the request of the corporation as a
director, officer, employee, agent or fiduciary of another corporation,
partnership, employee benefit plan or other enterprise, against express
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually reasonably incurred by him or her in connection with the action or
proceeding unless the court determines that the act or failure to act giving
rise to the claim for indemnification constituted willful misconduct or
recklessness. The Business Corporation Law permits similar indemnification in
the case of actions by or in the right of the corporation. In any case, to the
extent that a representative of the corporation has been successful on the
merits or otherwise in defense of any claim, issue or matter, he or shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him or her in connection therewith. The Business Corporation Law
also provides that the indemnification permitted or required by the law is not
exclusive of any other rights to which a person seeking indemnification may be
entitled, provided that indemnification may not be made in any case where the
act is determined by a court to have constituted willful misconduct or
recklessness. The Business Corporation Law also provides that a corporation may
pay expenses (including attorneys' fees), incurred by a party in an action
subject to indemnification in advance of the final disposition of the action
upon receipt of an undertaking by the party on whose behalf such expenses are
paid to repay all amounts to the corporation in the event it is ultimately
determined that the party is not entitled to be indemnified. Aetna's Articles
require indemnification of its directors and officers, and the advancement of
expenses, to the fullest extent permitted by the Business Corporation Law
(except with respect to the claims against the corporation commenced by such a
party) and permit, by action of the Board, indemnification of, and advancement
of expenses to, employees and agents of Aetna as determined by the Board of
Directors in a particular case.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED

                  Not applicable.

ITEM 8.           EXHIBITS

                  The following is a complete list of exhibits filed as part of
this Registration Statement:
Exhibit
  No.
-------
4.1           Amended and Restated Articles of Incorporation of Aetna Inc., formerly Aetna U.S. Healthcare Inc.
                (incorporated by reference to Exhibit 3.1 to the Registrant's Registration Statement under the Securities Act
                of 1934 on Form 10 ("Form 10")*

  4.2           Amended and Restated By-Laws of Aetna Inc., formerly Aetna U.S. Healthcare Inc. (incorporated by reference to
                Exhibit 3.2 to the Form 10)*

  4.3           Rights Agreement between Aetna Inc. (formerly Aetna U.S. Healthcare Inc.) and EquiServe Trust Company, N.A.,
                as Rights Agent (incorporated by reference to Exhibit 4.2 to the Form 10)*

  4.4           Aetna Inc. Incentive Savings Plan

  5.1           Opinion of Drinker Biddle & Reath

  5.2           The Registrant undertakes that it will cause the Aetna Inc. Incentive Savings Plan, and all amendments
                thereto, to be submitted to the Internal Revenue Service (the "Service") in a timely manner and that it will
                cause all changes to be made required in order for the Service to issue determination letters with respect to
                the Aetna Inc. Incentive Savings Plan

  23.1          Consent of Drinker Biddle & Reath (included in Exhibit 5.1)

  23.2          Consent of KPMG LLP

  24.1          Power of Attorney
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 1933 Act;

                  (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 and 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 this registration statement; and

                  (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
information to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference in the registration statement.

         (2) That, for the purpose of determining any liability under the 1933
Act, 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 1933 Act, each filing of the registrant's
Annual Report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and,
where applicable, each filing of an employee benefit plan's Annual Report
pursuant to Section 15(d) of the 1934 Act) 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.

         (c) Insofar as indemnification for liabilities arising under the 1933
Act 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.
SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933,
the Registrant 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 Hartford, Connecticut, on the 8th day of November, 2001.

                                   AETNA INC.

                                   By:  /s/ Alan M. Bennett
                                        ---------------------------------------
                                        Name:  Alan M. Bennett
                                        Title: Chief Financial Officer

                  Pursuant to the requirements of the Securities Act of 1933,
the Aetna Inc. Incentive Savings Plan has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Hartford, State of Connecticut, on the 8th day of
November 2001.

                                   AETNA INC. INCENTIVE SAVINGS PLAN

                                   By:  /s/ James H. Gould
                                        ---------------------------------------
                                        Name:  James H. Gould
                                        Title: Plan Administrator
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
SIGNATURE                                        TITLE                 DATE
---------                                        -----                 ----
/s/  William H. Donaldson *                      Director              September 28, 2001
----------------------------------
William H. Donaldson

/s/  Betsy Z. Cohen *                            Director              September 28, 2001
----------------------------------
Betsy Z. Cohen

/s/  Barbara Hackman Franklin *                  Director              September 28, 2001
----------------------------------
Barbara Hackman Franklin

/s/  Jeffrey E. Garten *                         Director              September 28, 2001
----------------------------------
Jeffrey E. Garten

/s/  Earl G. Graves *                            Director              September 28, 2001
----------------------------------
Earl G. Graves

/s/  Gerald Greenwald *                          Director              September 28, 2001
----------------------------------
Gerald Greenwald

/s/  Ellen M. Hancock *                          Director              September 28, 2001
----------------------------------
Ellen M. Hancock

/s/  Jack D. Kuehler *                           Director              September 28, 2001
----------------------------------
Jack D. Kuehler

/s/  Judith Rodin *                              Director              September 28, 2001
----------------------------------
Judith Rodin

/s/  Michael H. Jordan *                         Director              September 28, 2001
----------------------------------
Michael H. Jordan

/s/  Joseph P. Newhouse *                                              September 28, 2001
----------------------------------
Joseph P. Newhouse                               Director

*By:   /s/  Judith H. Jones
      ----------------------------
      (Judith  H. Jones
      Attorney-in-Fact)
INDEX TO EXHIBITS
Exhibit                                                                                             Sequentially
Number                                           Exhibit                                            Numbered Page
------                                           -------                                            -------------
4.1         Amended and Restated Articles of Incorporation of Aetna Inc., formerly Aetna U.S.             *
            Healthcare Inc. (incorporated by reference to Exhibit 3.1 of the Registrant's
            Securities Act of 1934 Registration on Form 10 ("Form 10"))

4.2         Amended and Restated By-Laws of Aetna Inc., formerly Aetna U.S. Healthcare Inc.               *
            (incorporated by reference to Exhibit 3.2 of the Form 10)

4.3         Rights Agreement between Aetna Inc. (formerly Aetna U.S. Healthcare Inc.) and                 *
            EquiServe Trust Company, N.A., as Rights Agent (incorporated by reference to
            Exhibit 4.2 to the Form 10)

4.4         Aetna Inc. Incentive Savings Plan

5.1         Opinion of Drinker Biddle & Reath

5.2         The Registrant undertakes that it will cause the Aetna Inc. Incentive Savings
            Plan and all amendments thereto to be submitted to the Internal Revenue Service
            (the "Service") in a timely manner and that it will cause all changes to be made
            required in order for the Service to issue determination letters with respect to
            the Aetna Inc. Incentive Savings Plan

23.1        Consent of Drinker Biddle & Reath (included in Exhibit 5.1)

23.2        Consent of KPMG LLP

24.1        Power of Attorney
--------

*  Incorporated by reference.