As filed with the Securities and Exchange Commission on July 19, 1996
                                                     Registration No. 333-____

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                ------------
                                   FORM S-8
                           REGISTRATION STATEMENT(1)
                                     UNDER
                          THE SECURITIES ACT OF 1933
                                ------------

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

      Connecticut                    6719                 02-0488491
(state or other jurisdiction 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 LIFE AND CASUALTY COMPANY
                            INCENTIVE SAVINGS PLAN


            AMENDED AND RESTATED U.S. HEALTHCARE, INC. SAVINGS PLAN

                           (Full title of the plans)

                                ------------

                             Lucille M. Nickerson
                              Corporate Secretary
                             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:
                             David L. Caplan, Esq.
                             Davis Polk & Wardwell
                             450 Lexington Avenue
                              New York, NY  10017
                                (212) 450-4000


                        CALCULATION OF REGISTRATION FEE
<TABLE>
<S>                             <C>                 <C>                   <C>                  <C>
                                                         Proposed             Proposed
                                                         Maximum               Maximum
                                                         Offering             Aggregate             Amount of
Title of Securities               Amount to be          Price Per             Offering            Registration
to be Registered                 Registered(2)           Share(3)             Price(3)                 Fee
- -------------------              -------------          ---------             --------            ------------

Common Stock (par value
  $0.01 per share) .........
                                 425,000 shares      $64.37                $27,357,250               $9,434
<FN>
    (1)  This Registration Statement also pertains to Rights to Purchase
         one one-hundredth of a share of Class B Voting Preferred Stock,
         Series A, par value $.01 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 Plans.

    (3)  Estimated solely for the purpose of computing the registration fee
         and computed in accordance with Rule 457(c) under the Securities
         Act of 1933, as amended.  On the date hereof there is no market for
         the securities being registered.  Accordingly, the registration fee
         is calculated pursuant to Rule 457(c) on the combined pro forma
         book value per share of the registrant's common stock, taking into
         account (i) the sale by Aetna Life and Casualty Company ("Aetna")
         of its property-casualty operations and (ii) the consummation of
         the transactions contemplated by the Agreement and Plan of Merger
         dated as of March 30, 1996 among Aetna, U.S.  Healthcare, Inc.
         ("U.S.  Healthcare"), Aetna Inc.  (the "Registrant"), Antelope Sub,
         Inc., and New Merger Corporation, as amended by Amendment No. 1
         thereto dated as of May 30, 1996, pursuant to which each of Aetna
         and U.S.  Healthcare became a wholly-owned subsidiary of the
         Registrant.
</TABLE>

                            INTRODUCTORY STATEMENT


               Pursuant to the consummation of the transactions
contemplated by the Agreement and Plan of Merger dated as of March 30, 1996
among Aetna Life and Casualty Company ("Aetna"), U.S.  Healthcare, Inc.
("U.S.  Healthcare"), Aetna Inc.  (the "Registrant"), Antelope Sub, Inc.,
and New Merger Corporation, as amended by Amendment No. 1 thereto dated as
of May 30, 1996, each of Aetna and U.S.  Healthcare will become a wholly-
owned subsidiary of the Registrant.


Item 3.        INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

               The following documents previously filed with the Commission by
the Registrant pursuant to Securities Exchange Act of 1934 (the "1934 Act")
(Commission file number 011-11913) are incorporated by reference herein:

               (1)  The description of the Registrant's Common Stock and the
Rights contained in the Registrant's registration statement on Form 8-B dated
July 10, 1996, filed pursuant to Section 13 of the 1934 Act, including any
amendment thereto or report filed for the purpose of updating such description;

               (2)  All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered herein have been sold or which
deregisters all securities then remaining unsold.

               The following documents previously filed with the Commission
(Commission file number 1-5704) by Aetna pursuant to the 1934 Act are
incorporated by reference herein:

               1. Aetna's Annual Report on Form 10-K for the year ended
       December 31, 1995;

               2. The Annual Report on Form 11-K filed with respect to the
       Aetna Life and Casualty Company Incentive Savings Plan (the "Aetna
       Plan") for the fiscal year ended December 31, 1995;

               3. Aetna's Current Reports on Form 8-K dated April 1, 1996,
       April 15, 1996, June 28, 1996 and July 16, 1996; and

               4. Aetna's Quarterly Report on Form 10-Q for the three month
       period ended March 31, 1996.

               The following documents previously filed with the Commission
(Commission file number 0-11531) by U.S. Healthcare pursuant to the 1934 Act
are incorporated by reference herein:

               1. U.S. Healthcare's Annual Report on Form 10-K for the year
       ended December 31, 1995;

               2. The Annual Report on Form 11-K filed with respect to the
Amended and Restated U.S. Healthcare, Inc. Savings Plan (the "U.S. Healthcare
Plan") for the fiscal year ended December 31, 1995;

               3. U.S. Healthcare's Current Report on Form 8-K dated April 2,
       1996;

               4. U.S. Healthcare's Amendments to its Annual Report on Form
       10-K/A, dated April 26, 1996 and June 11, 1996; and

               5. U.S. Healthcare's Quarterly Report on Form 10-Q for the
       three month period ended March 31, 1996.

               Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes hereof or of the related prospectus to the extent
that a statement contained herein or in any other subsequently filed document
which is also incorporated or deemed to be incorporated herein modifies or
supersedes such statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Registration Statement.


Item 4.        DESCRIPTION OF SECURITIES

               Not applicable.


Item 5.        INTERESTS OF NAMED EXPERTS AND COUNSEL

               Not applicable.


Item 6.        INDEMNIFICATION OF DIRECTORS AND OFFICERS

               The Registrant is a Connecticut corporation.  Section 33-320a
of the Connecticut General Statutes ("C.G.S.") provides that a Connecticut
corporation shall, under certain circumstances, indemnify its shareholders,
directors, officers, employees, agents and certain other persons.

               Subsection (b) of C.G.S.  Section 33-320a provides that a
corporation shall indemnify any director or officer of the corporation or an
eligible outside party, who was or is a party or is threatened to be made a
party 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), against judgments, fines, penalties,
amounts paid in settlement and reasonable expenses (including attorneys' fees)
actually incurred by such person in connection with such action, suit or
proceeding, provided (1) that such person was successful on the merits in the
defense of such action, suit or proceeding, or (2) that it shall be concluded
that such person acted in good faith and in a manner he or she reasonably
believed to be in the best interests of the corporation and, with respect to
any criminal action or proceeding, provided that such person had no reason to
believe his or her conduct was unlawful, or (3) a court shall have determined
that in view of all the circumstances such person is fairly and reasonably
entitled to be indemnified, and then for such amount as the court shall
determine; except that, in connection with an alleged claim based upon the
purchase or sale of securities, the corporation shall only indemnify such
person after a court shall have determined that in view of all the
circumstances, he or she is fairly and reasonably entitled to be indemnified,
and then for such amount as the court shall determine.

               Subsection (c) of C.G.S.  Section 33-320a provides that, where
a director or officer was or is a party or was threatened to be made a party
to a proceeding by or in the right of the corporation, the corporation shall
indemnify him or her against expenses (including attorneys' fees) actually and
reasonably incurred by him or her in connection with the proceeding or any
appeal therein, in relation to matters as to which he or she is finally
adjudged not to have breached his or her duty to the corporation.  The
corporation shall also indemnify a director or officer if a court determines
that in view of all the circumstances such person is fairly and reasonably
entitled to be indemnified; however, in such a situation, the individual shall
only be indemnified for such amount as the court determines to be appropriate.
Furthermore, the statute provides that the corporation shall not indemnify a
director or officer for amounts paid to the corporation, to a plaintiff or to
counsel for a plaintiff in settling or otherwise disposing of a threatened or
pending action, with or without court approval, or for expenses incurred in
defending a threatened action or a pending action which is settled or
otherwise disposed of without court approval.

               C.G.S. Section 33-320a is an exclusive statute.  A corporation
cannot indemnify a director or officer to an extent either greater or less
than that authorized by the statute; provided, however, that the statute
specifically authorizes a corporation to procure insurance providing greater
indemnification rights than those set out in C.G.S. Section 33-320a.

               Consistent with the statute, the Registrant has procured
insurance from several carriers for its directors and officers which
supplements the indemnification rights provided to those individuals by C.G.S.
Section 33-320s.  Unlike the statute, these policies do not require an
after-the-fact determination of good faith in order for the insured director
or officer to receive the benefits provided under the policies nor do they
require affirmative judicial or corporation action as a prerequisite to the
insurance company's duty to defend (and pay for the defense of) the insured
director or officer under the policies.  Furthermore, the insurance policies
cover directors and officers for any acts not specifically excluded for which
the director or officer is not eligible for indemnification under C.G.S.
Section 33-320a to the extent such coverage does not violate public policy.

               As permitted under Connecticut law, the Registrant's
Certificate of Incorporation limits the personal liability of directors for
monetary damages to the Registrant and its shareholders for a breach of their
fiduciary duty as directors to the amount of their compensation for serving
the Registrant as directors during the year of the violation.  These
provisions do not eliminate the liability of a director if such breach (i)
involved a knowing and culpable violation of law by the director, (ii) enabled
the director or an associate (as defined) to receive an improper personal
gain, (iii) showed a lack of good faith and a conscious disregard for the duty
of the director to the Registrant under circumstances in which the director
was aware that his or her conduct or omission created a unjustifiable risk of
serious injury to the Registrant, (iv) constituted a sustained and unexcused
pattern of inattention that amounted to an abdication of the director's duty
to the Registrant or (v) created liability under C.G.S.  Section 33-321
(relating to the distribution of assets of the Registrant, whether by
dividend, purchase or redemption of shares or otherwise, in violation of the
Connecticut corporation law).


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        Aetna Inc. Amended and Restated Certificate of Incorporation
               (incorporated by reference to Exhibit 3.1 to the Registrant's
               Registration Statement under the Securities Act of 1933 on Form
               S-4, Registration No. 333-05791 ("Form S-4")).*

    4.2        Aetna Inc. By-Laws (incorporated by reference to Exhibit 3.2 to
               the Form S-4).*

    4.3        Aetna Inc. Rights Plan (incorporated by reference to Exhibit
               4.2 to the Form S-4).*

    5.1        Opinion of Day, Berry & Howard.

    5.2        The Registrant undertakes that it will cause the Aetna Plan and
               the U.S. Healthcare 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 Plan and the U.S. Healthcare
               Plan.

    15.1       Letter of KPMG Peat Marwick LLP re: Unaudited Interim Financial
               Information.

    23.1       Consent of Day, Berry & Howard (included in Exhibit 5.1 hereto).

    23.2       Consent of KPMG Peat Marwick LLP re: Aetna Life and Casualty
               Company.

    23.3       Consent of KPMG Peat Marwick LLP re: Aetna Inc.

    23.4       Consent of KPMG Peat Marwick LLP re: Aetna Life and Casualty
               Company Incentive Savings Plan.

    23.5       Consent of Ernst & Young LLP.

    24.1       Power of Attorney.


- -----------
*        Incorporated by reference as indicated.


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.



                                    EXPERTS


               The consolidated financial statements and schedules of Aetna
Life and Casualty Company and Subsidiaries as of December 31, 1995 and 1994,
and for each of the years in the three-year period ended December 31, 1995
which are incorporated by reference in Aetna's Annual Report on Form 10-K for
the year ended December 31, 1995, have been incorporated by reference herein
in reliance upon the reports of KPMG Peat Marwick LLP, independent certified
public accountants, and upon the authority of said firm as experts in
accounting and auditing.  The reports of KPMG Peat Marwick LLP covering the
December 31, 1995 consolidated financial statements and schedules of Aetna
Life and Casualty Company and Subsidiaries refer to Aetna's changes in 1993 in
its method of accounting for certain investments in debt and equity
securities, postemployment benefits, workers' compensation life table
indemnity reserves and retrospectively rated reinsurance contracts.

               The consolidated balance sheet of Aetna Inc. as of April 22,
1996 included in the Current Report on Form 8-K, dated June 28, 1996 of Aetna
Life and Casualty Company has been incorporated by reference herein in
reliance upon the report of KPMG Peat Marwick LLP, independent certified public
accountants, and upon the authority of said firm as experts in accounting and
auditing.

               With respect to the unaudited interim consolidated financial
information of Aetna Life and Casualty Company and Subsidiaries incorporated
by reference herein and to be incorporated by reference herein, the
independent certified public accountants have reported and may report that
they applied limited procedures in accordance with professional standards for
a review of such information.  However, any separate report included in
Aetna's Quarterly Reports on Form 10-Q and incorporated by reference herein
states and will state that they did not audit and they do not express an
opinion on that interim financial information.  Accordingly, the degree of
reliance on any report on such information should be restricted in light of
the limited nature of the review procedures applied.  The accountants are not
subject to the liability provisions of Section 11 of the 1933 Act for any
report on the unaudited interim financial information because that report is
not a "report" or a "part" of the Registration Statement prepared or certified
by the accountants within the meaning of Sections 7 and 11 of the 1933 Act.

               The statements of net assets available for benefits of the
Aetna Life and Casualty Company Incentive Savings Plan as of December 31,
1995 and 1994, and the related statement of changes in net assets available
for benefits for the year ended December 31, 1995 and the 1995
supplementary information, which are included in Aetna Plan's Annual Report
on Form 11-K for the year ended December 31, 1995 have been incorporated by
reference herein in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, and upon the authority of said
firm as experts in accounting and auditing.

               The consolidated financial statements of U.S. Healthcare, Inc.
incorporated by reference in U.S. Healthcare, Inc.'s Annual Report on Form
10-K, as amended, for the year ended December 31, 1995, have been audited by
Ernst & Young LLP, independent auditors, as set forth in their report thereon
incorporated by reference therein and incorporated herein by reference.  Such
consolidated financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.

               The financial statements of the U.S. Healthcare, Inc. Savings
Plan appearing in the U.S. Healthcare, Inc. Savings Plan Annual Report on Form
11-K for the year ended December 31, 1995, have been audited by Ernst & Young
LLP, independent auditors, as set forth in their report thereon included
therein and incorporated herein by reference.  Such financial statements are
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.


                                 LEGAL MATTERS

               The validity of the Common Stock offered hereunder has been
passed upon by Day, Berry & Howard.


                                  SIGNATURES


The Registrant.  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 19th day of July,
1996.




                                         AETNA INC.



                                         By: /s/ Lucille M. Nickerson
                                             ----------------------------
                                             Name:  Lucille M. Nickerson
                                             Title:  Corporate Secretary


               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/ Ronald E. Compton*                                   Chairman, President and             July 19, 1996
- -----------------------------------------------------    Director (Principal Executive
Ronald E. Compton                                        Officer)

/s/ William H. Donaldson*                                Director                            July 19, 1996
- -----------------------------------------------------
William H. Donaldson

/s/ Barbara Hackman Franklin*                            Director                            July 19, 1996
- -----------------------------------------------------
Barbara Hackman Franklin

/s/ Earl G. Graves*                                      Director                            July 19, 1996
- -----------------------------------------------------
Earl G. Graves

/s/ Gerald Greenwald*                                    Director                            July 19, 1996
- -----------------------------------------------------
Gerald Greenwald

/s/ Ellen M. Hancock*                                     Director                            July 19, 1996
- -----------------------------------------------------
Ellen M. Hancock

/s/ Michael H. Jordan*                                   Director                            July 19, 1996
- -----------------------------------------------------
Michael H. Jordan

/s/ Jack D. Kuehler*                                     Director                            July 19, 1996
- -----------------------------------------------------
Jack D. Kuehler

/s/ Frank R. O'Keefe, Jr.*                               Director                            July 19, 1996
- -----------------------------------------------------
Frank R. O'Keefe, Jr.

/s/ Judith Rodin*                                        Director                            July 19, 1996
- -----------------------------------------------------
Judith Rodin

/s/ Richard L. Huber*                                    Vice Chairman for Strategy and      July 19, 1996
- -----------------------------------------------------    Finance (Principal Financial
Richard L. Huber                                         Officer)


/s/ Robert J. Price*                                     Vice President and Corporate        July 19, 1996
- -----------------------------------------------------    Controller (Controller)
Robert J. Price


By: /s/ William J. Casazza
- -----------------------------------------------------
    (William J. Casazza,
        Attorney-in-Fact)
</TABLE>

The Plans.  Pursuant to the requirements of the Securities Act of 1933, the
Aetna Life and Casualty Company 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
July  19, 1996.


                                       AETNA LIFE AND CASUALTY COMPANY
                                       INCENTIVE SAVINGS PLAN



                                       By: /s/ Ann Ewers
                                           --------------------------------
                                           Name:  Ann Ewers
                                           Title:    Plan Administrator


Pursuant to the requirements of the Securities Act of 1933, the Amended and
Restated U.S. Healthcare, Inc. Savings Plan has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Blue Bell, Commonwealth of Pennsylvania, on July
19, 1996.


                                       AMENDED AND RESTATED U.S. HEALTHCARE,
                                       INC. SAVINGS PLAN



                                       By: /s/ Don Liu
                                           --------------------------------
                                           Name:  Don Liu
                                           Title:  Secretary



                               INDEX TO EXHIBITS

Exhibit                                                          Sequentially
Number                          Exhibit                          Numbered Page
- -------   ----------------------------------------------------   -------------
4.1       Aetna Inc. Amended and Restated Articles of                  *
          Incorporation (incorporated by reference to Exhibit
          3.1 of the Registrant's Securities Act of 1933
          Registration Statement on Form S-4 dated,
          Registration No. 333-05791 ("Form S-4")).

4.2       Aetna Inc. By-Laws (incorporated by reference to             *
          Exhibit 3.2 of the Form S-4).

4.3       Aetna Inc. Rights Plan (incorporated by reference to         *
          Exhibit 4.2 to the Form S-4).

5.1       Opinion of Day, Berry & Howard.

5.2       Undertaking of Registrant (See Item 8).                     **

15.1      Letter of KPMG Peat Marwick LLP re: Unaudited
          Interim Financial Information.

23.1      Consent of Day, Berry & Howard
          (included in Exhibit 5.1 hereto).

23.2      Consent of KPMG Peat Marwick LLP re: Aetna Life
          and Casualty Company.

23.3      Consent of KPMG Peat Marwick LLP re: Aetna Inc.

23.4      Consent of KPMG Peat Marwick LLP re: Aetna Life
          and Casualty Company Incentive Savings Plan.

23.5      Consent of Ernst & Young LLP.

24.1      Power of Attorney.


- -----------
*     Incorporated by reference.

**    Not applicable.
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As filed with the Securities and Exchange Commission on July 19, 1996
                                                     Registration No. 333-____

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                ------------
                                   FORM S-8
                           REGISTRATION STATEMENT(1)
                                     UNDER
                          THE SECURITIES ACT OF 1933
                                ------------

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

      Connecticut                    6719                 02-0488491
(state or other jurisdiction 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 LIFE AND CASUALTY COMPANY
                            INCENTIVE SAVINGS PLAN

            AMENDED AND RESTATED U.S. HEALTHCARE, INC. SAVINGS PLAN

                           (Full title of the plans)

                                ------------

                             Lucille M. Nickerson
                              Corporate Secretary
                             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:
                             David L. Caplan, Esq.
                             Davis Polk & Wardwell
                             450 Lexington Avenue
                              New York, NY  10017
                                (212) 450-4000

                        CALCULATION OF REGISTRATION FEE
Proposed             Proposed
                                                         Maximum               Maximum
                                                         Offering             Aggregate             Amount of
Title of Securities               Amount to be          Price Per             Offering            Registration
to be Registered                 Registered(2)           Share(3)             Price(3)                 Fee
- -------------------              -------------          ---------             --------            ------------

Common Stock (par value
  $0.01 per share) .........
                                 425,000 shares      $64.37                $27,357,250               $9,434
(1)  This Registration Statement also pertains to Rights to Purchase
         one one-hundredth of a share of Class B Voting Preferred Stock,
         Series A, par value $.01 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 Plans.

    (3)  Estimated solely for the purpose of computing the registration fee
         and computed in accordance with Rule 457(c) under the Securities
         Act of 1933, as amended.  On the date hereof there is no market for
         the securities being registered.  Accordingly, the registration fee
         is calculated pursuant to Rule 457(c) on the combined pro forma
         book value per share of the registrant's common stock, taking into
         account (i) the sale by Aetna Life and Casualty Company ("Aetna")
         of its property-casualty operations and (ii) the consummation of
         the transactions contemplated by the Agreement and Plan of Merger
         dated as of March 30, 1996 among Aetna, U.S.  Healthcare, Inc.
         ("U.S.  Healthcare"), Aetna Inc.  (the "Registrant"), Antelope Sub,
         Inc., and New Merger Corporation, as amended by Amendment No. 1
         thereto dated as of May 30, 1996, pursuant to which each of Aetna
         and U.S.  Healthcare became a wholly-owned subsidiary of the
         Registrant.
INTRODUCTORY STATEMENT

               Pursuant to the consummation of the transactions
contemplated by the Agreement and Plan of Merger dated as of March 30, 1996
among Aetna Life and Casualty Company ("Aetna"), U.S.  Healthcare, Inc.
("U.S.  Healthcare"), Aetna Inc.  (the "Registrant"), Antelope Sub, Inc.,
and New Merger Corporation, as amended by Amendment No. 1 thereto dated as
of May 30, 1996, each of Aetna and U.S.  Healthcare will become a wholly-
owned subsidiary of the Registrant.

Item 3.        INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

               The following documents previously filed with the Commission by
the Registrant pursuant to Securities Exchange Act of 1934 (the "1934 Act")
(Commission file number 011-11913) are incorporated by reference herein:

               (1)  The description of the Registrant's Common Stock and the
Rights contained in the Registrant's registration statement on Form 8-B dated
July 10, 1996, filed pursuant to Section 13 of the 1934 Act, including any
amendment thereto or report filed for the purpose of updating such description;

               (2)  All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered herein have been sold or which
deregisters all securities then remaining unsold.

               The following documents previously filed with the Commission
(Commission file number 1-5704) by Aetna pursuant to the 1934 Act are
incorporated by reference herein:

               1. Aetna's Annual Report on Form 10-K for the year ended
       December 31, 1995;

               2. The Annual Report on Form 11-K filed with respect to the
       Aetna Life and Casualty Company Incentive Savings Plan (the "Aetna
       Plan") for the fiscal year ended December 31, 1995;

               3. Aetna's Current Reports on Form 8-K dated April 1, 1996,
       April 15, 1996, June 28, 1996 and July 16, 1996; and

               4. Aetna's Quarterly Report on Form 10-Q for the three month
       period ended March 31, 1996.

               The following documents previously filed with the Commission
(Commission file number 0-11531) by U.S. Healthcare pursuant to the 1934 Act
are incorporated by reference herein:

               1. U.S. Healthcare's Annual Report on Form 10-K for the year
       ended December 31, 1995;

               2. The Annual Report on Form 11-K filed with respect to the
Amended and Restated U.S. Healthcare, Inc. Savings Plan (the "U.S. Healthcare
Plan") for the fiscal year ended December 31, 1995;

               3. U.S. Healthcare's Current Report on Form 8-K dated April 2,
       1996;

               4. U.S. Healthcare's Amendments to its Annual Report on Form
       10-K/A, dated April 26, 1996 and June 11, 1996; and

               5. U.S. Healthcare's Quarterly Report on Form 10-Q for the
       three month period ended March 31, 1996.

               Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes hereof or of the related prospectus to the extent
that a statement contained herein or in any other subsequently filed document
which is also incorporated or deemed to be incorporated herein modifies or
supersedes such statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Registration Statement.

Item 4.        DESCRIPTION OF SECURITIES

               Not applicable.

Item 5.        INTERESTS OF NAMED EXPERTS AND COUNSEL

               Not applicable.

Item 6.        INDEMNIFICATION OF DIRECTORS AND OFFICERS

               The Registrant is a Connecticut corporation.  Section 33-320a
of the Connecticut General Statutes ("C.G.S.") provides that a Connecticut
corporation shall, under certain circumstances, indemnify its shareholders,
directors, officers, employees, agents and certain other persons.

               Subsection (b) of C.G.S.  Section 33-320a provides that a
corporation shall indemnify any director or officer of the corporation or an
eligible outside party, who was or is a party or is threatened to be made a
party 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), against judgments, fines, penalties,
amounts paid in settlement and reasonable expenses (including attorneys' fees)
actually incurred by such person in connection with such action, suit or
proceeding, provided (1) that such person was successful on the merits in the
defense of such action, suit or proceeding, or (2) that it shall be concluded
that such person acted in good faith and in a manner he or she reasonably
believed to be in the best interests of the corporation and, with respect to
any criminal action or proceeding, provided that such person had no reason to
believe his or her conduct was unlawful, or (3) a court shall have determined
that in view of all the circumstances such person is fairly and reasonably
entitled to be indemnified, and then for such amount as the court shall
determine; except that, in connection with an alleged claim based upon the
purchase or sale of securities, the corporation shall only indemnify such
person after a court shall have determined that in view of all the
circumstances, he or she is fairly and reasonably entitled to be indemnified,
and then for such amount as the court shall determine.

               Subsection (c) of C.G.S.  Section 33-320a provides that, where
a director or officer was or is a party or was threatened to be made a party
to a proceeding by or in the right of the corporation, the corporation shall
indemnify him or her against expenses (including attorneys' fees) actually and
reasonably incurred by him or her in connection with the proceeding or any
appeal therein, in relation to matters as to which he or she is finally
adjudged not to have breached his or her duty to the corporation.  The
corporation shall also indemnify a director or officer if a court determines
that in view of all the circumstances such person is fairly and reasonably
entitled to be indemnified; however, in such a situation, the individual shall
only be indemnified for such amount as the court determines to be appropriate.
Furthermore, the statute provides that the corporation shall not indemnify a
director or officer for amounts paid to the corporation, to a plaintiff or to
counsel for a plaintiff in settling or otherwise disposing of a threatened or
pending action, with or without court approval, or for expenses incurred in
defending a threatened action or a pending action which is settled or
otherwise disposed of without court approval.

               C.G.S. Section 33-320a is an exclusive statute.  A corporation
cannot indemnify a director or officer to an extent either greater or less
than that authorized by the statute; provided, however, that the statute
specifically authorizes a corporation to procure insurance providing greater
indemnification rights than those set out in C.G.S. Section 33-320a.

               Consistent with the statute, the Registrant has procured
insurance from several carriers for its directors and officers which
supplements the indemnification rights provided to those individuals by C.G.S.
Section 33-320s.  Unlike the statute, these policies do not require an
after-the-fact determination of good faith in order for the insured director
or officer to receive the benefits provided under the policies nor do they
require affirmative judicial or corporation action as a prerequisite to the
insurance company's duty to defend (and pay for the defense of) the insured
director or officer under the policies.  Furthermore, the insurance policies
cover directors and officers for any acts not specifically excluded for which
the director or officer is not eligible for indemnification under C.G.S.
Section 33-320a to the extent such coverage does not violate public policy.

               As permitted under Connecticut law, the Registrant's
Certificate of Incorporation limits the personal liability of directors for
monetary damages to the Registrant and its shareholders for a breach of their
fiduciary duty as directors to the amount of their compensation for serving
the Registrant as directors during the year of the violation.  These
provisions do not eliminate the liability of a director if such breach (i)
involved a knowing and culpable violation of law by the director, (ii) enabled
the director or an associate (as defined) to receive an improper personal
gain, (iii) showed a lack of good faith and a conscious disregard for the duty
of the director to the Registrant under circumstances in which the director
was aware that his or her conduct or omission created a unjustifiable risk of
serious injury to the Registrant, (iv) constituted a sustained and unexcused
pattern of inattention that amounted to an abdication of the director's duty
to the Registrant or (v) created liability under C.G.S.  Section 33-321
(relating to the distribution of assets of the Registrant, whether by
dividend, purchase or redemption of shares or otherwise, in violation of the
Connecticut corporation law).

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        Aetna Inc. Amended and Restated Certificate of Incorporation
               (incorporated by reference to Exhibit 3.1 to the Registrant's
               Registration Statement under the Securities Act of 1933 on Form
               S-4, Registration No. 333-05791 ("Form S-4")).*

    4.2        Aetna Inc. By-Laws (incorporated by reference to Exhibit 3.2 to
               the Form S-4).*

    4.3        Aetna Inc. Rights Plan (incorporated by reference to Exhibit
               4.2 to the Form S-4).*

    5.1        Opinion of Day, Berry & Howard.

    5.2        The Registrant undertakes that it will cause the Aetna Plan and
               the U.S. Healthcare 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 Plan and the U.S. Healthcare
               Plan.

    15.1       Letter of KPMG Peat Marwick LLP re: Unaudited Interim Financial
               Information.

    23.1       Consent of Day, Berry & Howard (included in Exhibit 5.1 hereto).

    23.2       Consent of KPMG Peat Marwick LLP re: Aetna Life and Casualty
               Company.

    23.3       Consent of KPMG Peat Marwick LLP re: Aetna Inc.

    23.4       Consent of KPMG Peat Marwick LLP re: Aetna Life and Casualty
               Company Incentive Savings Plan.

    23.5       Consent of Ernst & Young LLP.

    24.1       Power of Attorney.

- -----------
*        Incorporated by reference as indicated.

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.

                                    EXPERTS

               The consolidated financial statements and schedules of Aetna
Life and Casualty Company and Subsidiaries as of December 31, 1995 and 1994,
and for each of the years in the three-year period ended December 31, 1995
which are incorporated by reference in Aetna's Annual Report on Form 10-K for
the year ended December 31, 1995, have been incorporated by reference herein
in reliance upon the reports of KPMG Peat Marwick LLP, independent certified
public accountants, and upon the authority of said firm as experts in
accounting and auditing.  The reports of KPMG Peat Marwick LLP covering the
December 31, 1995 consolidated financial statements and schedules of Aetna
Life and Casualty Company and Subsidiaries refer to Aetna's changes in 1993 in
its method of accounting for certain investments in debt and equity
securities, postemployment benefits, workers' compensation life table
indemnity reserves and retrospectively rated reinsurance contracts.

               The consolidated balance sheet of Aetna Inc. as of April 22,
1996 included in the Current Report on Form 8-K, dated June 28, 1996 of Aetna
Life and Casualty Company has been incorporated by reference herein in
reliance upon the report of KPMG Peat Marwick LLP, independent certified public
accountants, and upon the authority of said firm as experts in accounting and
auditing.

               With respect to the unaudited interim consolidated financial
information of Aetna Life and Casualty Company and Subsidiaries incorporated
by reference herein and to be incorporated by reference herein, the
independent certified public accountants have reported and may report that
they applied limited procedures in accordance with professional standards for
a review of such information.  However, any separate report included in
Aetna's Quarterly Reports on Form 10-Q and incorporated by reference herein
states and will state that they did not audit and they do not express an
opinion on that interim financial information.  Accordingly, the degree of
reliance on any report on such information should be restricted in light of
the limited nature of the review procedures applied.  The accountants are not
subject to the liability provisions of Section 11 of the 1933 Act for any
report on the unaudited interim financial information because that report is
not a "report" or a "part" of the Registration Statement prepared or certified
by the accountants within the meaning of Sections 7 and 11 of the 1933 Act.

               The statements of net assets available for benefits of the
Aetna Life and Casualty Company Incentive Savings Plan as of December 31,
1995 and 1994, and the related statement of changes in net assets available
for benefits for the year ended December 31, 1995 and the 1995
supplementary information, which are included in Aetna Plan's Annual Report
on Form 11-K for the year ended December 31, 1995 have been incorporated by
reference herein in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, and upon the authority of said
firm as experts in accounting and auditing.

               The consolidated financial statements of U.S. Healthcare, Inc.
incorporated by reference in U.S. Healthcare, Inc.'s Annual Report on Form
10-K, as amended, for the year ended December 31, 1995, have been audited by
Ernst & Young LLP, independent auditors, as set forth in their report thereon
incorporated by reference therein and incorporated herein by reference.  Such
consolidated financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.

               The financial statements of the U.S. Healthcare, Inc. Savings
Plan appearing in the U.S. Healthcare, Inc. Savings Plan Annual Report on Form
11-K for the year ended December 31, 1995, have been audited by Ernst & Young
LLP, independent auditors, as set forth in their report thereon included
therein and incorporated herein by reference.  Such financial statements are
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.

                                 LEGAL MATTERS

               The validity of the Common Stock offered hereunder has been
passed upon by Day, Berry & Howard.

                                  SIGNATURES

The Registrant.  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 19th day of July,
1996.

                                         AETNA INC.

                                         By: /s/ Lucille M. Nickerson
                                             ----------------------------
                                             Name:  Lucille M. Nickerson
                                             Title:  Corporate Secretary

               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/ Ronald E. Compton*                                   Chairman, President and             July 19, 1996
- -----------------------------------------------------    Director (Principal Executive
Ronald E. Compton                                        Officer)

/s/ William H. Donaldson*                                Director                            July 19, 1996
- -----------------------------------------------------
William H. Donaldson

/s/ Barbara Hackman Franklin*                            Director                            July 19, 1996
- -----------------------------------------------------
Barbara Hackman Franklin

/s/ Earl G. Graves*                                      Director                            July 19, 1996
- -----------------------------------------------------
Earl G. Graves

/s/ Gerald Greenwald*                                    Director                            July 19, 1996
- -----------------------------------------------------
Gerald Greenwald

/s/ Ellen M. Hancock*                                     Director                            July 19, 1996
- -----------------------------------------------------
Ellen M. Hancock

/s/ Michael H. Jordan*                                   Director                            July 19, 1996
- -----------------------------------------------------
Michael H. Jordan

/s/ Jack D. Kuehler*                                     Director                            July 19, 1996
- -----------------------------------------------------
Jack D. Kuehler

/s/ Frank R. O'Keefe, Jr.*                               Director                            July 19, 1996
- -----------------------------------------------------
Frank R. O'Keefe, Jr.

/s/ Judith Rodin*                                        Director                            July 19, 1996
- -----------------------------------------------------
Judith Rodin

/s/ Richard L. Huber*                                    Vice Chairman for Strategy and      July 19, 1996
- -----------------------------------------------------    Finance (Principal Financial
Richard L. Huber                                         Officer)

/s/ Robert J. Price*                                     Vice President and Corporate        July 19, 1996
- -----------------------------------------------------    Controller (Controller)
Robert J. Price

By: /s/ William J. Casazza
- -----------------------------------------------------
    (William J. Casazza,
        Attorney-in-Fact)
The Plans.  Pursuant to the requirements of the Securities Act of 1933, the
Aetna Life and Casualty Company 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
July  19, 1996.

                                       AETNA LIFE AND CASUALTY COMPANY
                                       INCENTIVE SAVINGS PLAN

                                       By: /s/ Ann Ewers
                                           --------------------------------
                                           Name:  Ann Ewers
                                           Title:    Plan Administrator

Pursuant to the requirements of the Securities Act of 1933, the Amended and
Restated U.S. Healthcare, Inc. Savings Plan has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Blue Bell, Commonwealth of Pennsylvania, on July
19, 1996.

                                       AMENDED AND RESTATED U.S. HEALTHCARE,
                                       INC. SAVINGS PLAN

                                       By: /s/ Don Liu
                                           --------------------------------
                                           Name:  Don Liu
                                           Title:  Secretary

                               INDEX TO EXHIBITS

Exhibit                                                          Sequentially
Number                          Exhibit                          Numbered Page
- -------   ----------------------------------------------------   -------------
4.1       Aetna Inc. Amended and Restated Articles of                  *
          Incorporation (incorporated by reference to Exhibit
          3.1 of the Registrant's Securities Act of 1933
          Registration Statement on Form S-4 dated,
          Registration No. 333-05791 ("Form S-4")).

4.2       Aetna Inc. By-Laws (incorporated by reference to             *
          Exhibit 3.2 of the Form S-4).

4.3       Aetna Inc. Rights Plan (incorporated by reference to         *
          Exhibit 4.2 to the Form S-4).

5.1       Opinion of Day, Berry & Howard.

5.2       Undertaking of Registrant (See Item 8).                     **

15.1      Letter of KPMG Peat Marwick LLP re: Unaudited
          Interim Financial Information.

23.1      Consent of Day, Berry & Howard
          (included in Exhibit 5.1 hereto).

23.2      Consent of KPMG Peat Marwick LLP re: Aetna Life
          and Casualty Company.

23.3      Consent of KPMG Peat Marwick LLP re: Aetna Inc.

23.4      Consent of KPMG Peat Marwick LLP re: Aetna Life
          and Casualty Company Incentive Savings Plan.

23.5      Consent of Ernst & Young LLP.

24.1      Power of Attorney.

- -----------
*     Incorporated by reference.

**    Not applicable.