Exhibit 4.13

                 PAYMENT AND GUARANTEE AGREEMENT


              THIS PAYMENT AND GUARANTEE AGREEMENT (the 
"Guarantee"), dated as of August 1, 1996, is executed and 
delivered by Aetna Inc., a Connecticut corporation ("Aetna"), for 
the benefit of the Holders (as defined below) from time to time of 
the Preferred Securities (as defined below) of Aetna Capital 
L.L.C., a Delaware limited liability company (the "Issuer").

              WHEREAS, the Issuer has issued its common limited 
liability company interests (the "Common Securities") to and has 
received related capital contributions (the "Common Securities 
Payments") from Aetna Services, Inc. (formerly Aetna Life and 
Casualty Company) ("Aetna Services") and Aetna Capital Holdings, 
Inc. ("Aetna Capital"), each a Connecticut corporation and a 
wholly owned subsidiary of Aetna, and has issued preferred limited 
liability company interests designated its 9 1/2% Cumulative Monthly 
Income Preferred Securities, Series A (the "Preferred Securities") 
with the powers, preferences and special rights and limitations 
and restrictions as are set forth in a written action or actions 
dated November 15, 1994 (the "Actions") of the Managing Members 
(as defined below) providing for the issue of such Preferred 
Securities;

              WHEREAS, the Issuer has purchased the Debentures (as 
defined below) issued pursuant to the Subordinated Indenture (as 
defined below) with the proceeds from the issuance and sale of the 
Preferred Securities and the Common Securities Payments; and

              WHEREAS, pursuant to a Payment and Guarantee 
Agreement dated as of November 22, 1994 executed by Aetna Services 
(the "Aetna Services Guarantee Agreement"), Aetna Services has 
irrevocably and unconditionally agreed to the extent set forth 
therein to pay to the Holders of the Preferred Securities the 
Guarantee Payments (as defined in the Aetna Services Guarantee 
Agreement) on the terms and conditions set forth therein.

              WHEREAS, pursuant to an Agreement and Plan of Merger 
dated as of March 30, 1996, as amended by Amendment No. 1 thereto 
dated as of May 30, 1996, among Aetna Services, Aetna, U.S. 
Healthcare, Inc., Antelope Sub, Inc., a wholly owned subsidiary of 
Aetna ("Aetna Sub"), and New Merger Corporation, a wholly owned 
subsidiary of Aetna, on July 19, 1996 Aetna Sub was merged with 
and into Aetna Services with the result that Aetna Services is as 
of the date of this Payment and Guarantee Agreement a direct 
wholly owned subsidiary of Aetna.




              WHEREAS, Aetna desires hereby to irrevocably and 
unconditionally agree to the extent set forth herein to pay to the 
Holders the Guarantee Payments (as defined below) on the terms and 
conditions set forth herein.

              NOW, THEREFORE, in consideration of the foregoing 
and other valuable consideration, the receipt and sufficiency of 
which is hereby acknowledged, Aetna executes and delivers this 
Guarantee for the benefit of the Holders of the Preferred 
Securities.


                               ARTICLE I

              As used in this Guarantee, the terms set forth below 
shall have the following meanings:

              "Additional Amounts" shall mean, with respect to the 
Preferred Securities, any additional amounts that the Issuer is 
required to pay as dividends to Holders of the Preferred 
Securities pursuant to the Actions establishing the Preferred 
Securities in the event that the Issuer is required by law to 
withhold or deduct for or on account of any present or future 
taxes, duties, assessments or governmental charges of whatever 
nature imposed or levied upon or as a result of any payments by 
the Issuer in respect of the Preferred Securities by or on behalf 
of the United States of America, any state thereof or any other 
jurisdiction through which or from which such payment is made, or 
any authority therein or thereof having power to tax.

              "Debentures" shall mean the $348,101,266 original 
principal amount of 9 1/2% Series A Subordinated Debentures Due 
November 22, 2024, issued by Aetna Services to the Issuer pursuant 
to the Subordinated Indenture that evidence the loan made by the 
Issuer to Aetna Services of the proceeds received by the Issuer 
from the issuance and sale of the Preferred Securities and the 
Common Securities Payments.

              "Event of Default" shall have the meaning set forth 
in the Subordinated Indenture.

              "Guarantee Additional Amounts" shall have the 
meaning specified in Article IV.

              "Guarantee Payments" shall mean, with respect to the 
Preferred Securities, the following payments, without duplication, 
to the extent not paid by the Issuer:  (i) any accumulated and 
unpaid dividends (including Additional Amounts payable by the 
Issuer) that have been theretofore declared on the Preferred 
Securities, payable out of funds legally available therefor, (ii) 
the Redemption Price 

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payable out of funds legally available therefor with respect to 
any Preferred Securities called for redemption by the Issuer and 
(iii) upon the liquidation of the Issuer other than in connection 
with the exchange of the Preferred Securities outstanding for the 
Debentures, the lesser of (a) the Liquidation Distribution (as 
defined below) with respect to Preferred Securities and (b) the 
amount of assets of the Issuer legally available for distribution 
to Holders of the Preferred Securities in liquidation.

              "Holder" shall mean any member of the Issuer from 
time to time holding any Preferred Securities; provided, however, 
that in determining whether the Holders of the requisite 
percentage of Preferred Securities have given any request, notice, 
consent or waiver hereunder, "Holder" shall not include Aetna, 
Aetna Services or any entity owned 50% or more by Aetna, either 
directly or indirectly.

              "Liquidation Distribution" shall mean, with respect 
to the Preferred Securities, the aggregate of the stated 
liquidation preference of such Preferred Securities and all 
accumulated and unpaid dividends (whether or not declared) with 
respect to the Preferred Securities to the date of payment.

              "L.L.C. Agreement" shall mean the Issuer's Amended 
and Restated Limited Liability Company Agreement dated as of  
November 15, 1994, as amended from time to time.

              "Managing Members" shall mean Aetna Services and 
Aetna Capital, in their capacity as the members of the Issuer that 
own all of the Issuer's outstanding Common Securities.

              "Redemption Price" shall mean, with respect to the 
Preferred Securities, the aggregate stated liquidation preference 
of all Preferred Securities plus accumulated and unpaid dividends 
(whether or not declared) with respect to the Preferred Securities 
to the date fixed for redemption.

              "Subordinated Indenture" shall mean the subordinated 
indenture dated as of November 1, 1994 between Aetna Services and 
The First National Bank of Chicago, as trustee, as amended by the 
First Indenture Supplement thereto dated August 1, 1996 among 
Aetna Services, Aetna and The First National Bank of Chicago, as 
trustee, as the same may be further amended or supplemented from 
time to time. 


                              ARTICLE II

              Section 2.01.  Aetna irrevocably and unconditionally 
agrees, to the extent set forth herein, to pay in 

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full to the Holders of the Preferred Securities the Guarantee 
Payments with respect to the Preferred Securities, as and when due 
(except to the extent paid by the Issuer or paid by Aetna Services 
to any trustee appointed by such Holders pursuant to Article VIII 
of the L.L.C. Agreement), regardless of any defense, right of 
set-off or counterclaim which the Issuer may have or assert.  This 
Guarantee is continuing, irrevocable, unconditional and 
absolute.

              Section 2.02.  Aetna hereby waives notice of 
acceptance of this Guarantee and of any liability to which it 
applies or may apply, presentment, demand for payment, protest, 
notice of nonpayment, notice of dishonor, notice of redemption and 
all other notices and demands.

              Section 2.03.  The obligations, covenants, 
agreements and duties of Aetna under this Guarantee shall in no 
way be affected or impaired by reason of the happening from time 
to time of any of the following:

              (a)  the release or waiver, by operation of law or 
         otherwise, of the performance or observance by (i) the 
         Issuer of any express or implied agreement, covenant, 
         term or condition relating to the Preferred Securities to 
         be performed or observed by the Issuer or (ii) Aetna 
         Services of any express or implied agreement, covenant, 
         term or condition relating to the Preferred Securities in 
         the Aetna Services Guarantee Agreement to be performed or 
         observed by Aetna Services;

              (b)  the extension of time for the payment by the 
         Issuer or Aetna Services of all or any portion of the 
         dividends, Redemption Price, Liquidation Distributions or 
         any other sums payable under the terms of the Preferred 
         Securities or the Aetna Services Guarantee Agreement or 
         the extension of time for the performance of any other 
         obligation under, arising out of, or in connection with, 
         the Preferred Securities or such Agreement;

              (c)  any failure, omission, delay or lack of 
         diligence on the part of the Holders of the Preferred 
         Securities to enforce, assert or exercise any right, 
         privilege, power or remedy conferred on such Holders 
         pursuant to the terms of the Preferred Securities or the 
         Aetna Services Guarantee Agreement, or any action on the 
         part of the Issuer or Aetna Services granting indulgence 
         or extension of any kind;

              (d)  the voluntary or involuntary liquidation, 
         dissolution, sale of any collateral, receivership, 
         insolvency, bankruptcy, assignment for the benefit of 
         creditors, reorganization, arrangement, composition or 

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         readjustment of debt of, or other similar proceedings 
         affecting, the Issuer or Aetna Services or any of the 
         assets of the Issuer or Aetna Services;

              (e)  any invalidity of, or defect or deficiency in, 
         any of the Preferred Securities or the Aetna Services 
         Guarantee Agreement; or

              (f)  the settlement or compromise of any obligation 
         guaranteed hereby or hereby incurred.

There shall be no obligation of the Holders to give notice to, or 
obtain consent of, Aetna with respect to the happening of any of 
the foregoing.

              Section 2.04.  This is a guarantee of payment and 
not of collection.  A Holder may enforce this Guarantee directly 
against Aetna, and Aetna waives any right or remedy to require 
that any action be brought against the Issuer or any other person 
or entity (including, without limitation, Aetna Services pursuant 
to the Aetna Services Guarantee Agreement) before proceeding 
against Aetna.  Subject to Section 2.05 hereof, all waivers herein 
contained shall be without prejudice to the Holders' right at the 
Holders' option to proceed against the Issuer or Aetna Services 
pursuant to the Aetna Services Guarantee Agreement, whether by 
separate action or by joinder.

              Section 2.05.  Aetna shall be subrogated to all (if 
any) rights of the Holders against the Issuer in respect of any 
amounts paid to the Holders by Aetna under this Guarantee and 
shall have the right to waive payment of any amount of dividends 
in respect of which payment has been made to the Holders by Aetna 
pursuant to Section 2.01 hereof; provided, however, that Aetna 
shall not (except to the extent required by mandatory provisions 
of law) exercise any rights which it may acquire by way of 
subrogation or any indemnity, reimbursement or other agreement, in 
all cases as a result of a payment under this Guarantee, if, at 
the time of any such payment, any amounts are due and unpaid under 
this Guarantee.  If any amount shall be paid to Aetna in violation 
of the preceding sentence, Aetna agrees to pay over such amount to 
the Holders.

              Section 2.06.  Aetna acknowledges that its 
obligations hereunder are independent of the obligations of the 
Issuer with respect to the Preferred Securities and the 
obligations of Aetna Services pursuant to the Aetna Services 
Guarantee Agreement with respect to the Preferred Securities, and 
that Aetna shall be liable as principal and sole debtor hereunder 
to make Guarantee Payments pursuant to the terms of this Guarantee 
notwithstanding the occurrence 

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of any event referred to in subsections (a) through (f), 
inclusive, of Section 2.03 hereof.


                             ARTICLE III

              Section 3.01.  So long as any Preferred Securities 
remain outstanding, Aetna shall not declare or pay any dividend 
on, or redeem, purchase, acquire or make a liquidation payment 
with respect to, any of its capital stock or make any guarantee 
payments with respect to the foregoing (other than (i) payments 
under this Guarantee, (ii) acquisitions of shares of Aetna's 
common stock in connection with the satisfaction by Aetna of its 
obligations under any employee benefit plans and (iii) redemptions 
of any share purchase rights issued by Aetna pursuant to Aetna's 
Share Purchase Rights Plan adopted by Aetna on June 6, 1996, as 
amended from time to time or the declaration of a dividend of 
similar share purchase rights in the future), if at such time 
Aetna shall be in default with respect to its payment obligations 
hereunder or if there shall have occurred and be continuing an 
Event of Default with respect to the Debentures.

              Section 3.02.  So long as any Preferred Securities 
of any series remain outstanding, Aetna shall:  (i) not cause or 
permit any Common Securities to be transferred; (ii) maintain 
direct or indirect 100% ownership of all outstanding securities of 
the Issuer other than (x) the preferred limited liability company 
interests of any series (including the Preferred Securities) of 
the Issuer and (y) any other securities issued by the Issuer 
(other than the Common Securities) so long as the issuance thereof 
to persons other than Aetna or any of its subsidiaries would not 
cause the Issuer to become an "investment company" required to be 
registered under the Investment Company Act of 1940, as amended; 
(iii) cause at least 21% of the total value of the Issuer and at 
least 21% of all interests in the capital, income, gain, loss, 
deduction and credit of the Issuer to be represented by Common 
Securities; (iv) not voluntarily dissolve, wind up or liquidate 
the Issuer (other than in connection with the exchange of all 
series of preferred limited liability company interests of the 
Issuer outstanding for the related series of debentures issued 
under the Subordinated Indenture) or either of the Managing 
Members; (v) cause Aetna Services and Aetna Capital to remain the 
Managing Members of the Issuer and timely perform all of their 
respective duties as Managing Members (including the duty to 
declare and pay dividends on the Preferred Securities); and (vi) 
use reasonable efforts to cause the Issuer to remain a limited 
liability company and otherwise continue to be treated as a 
partnership for United States federal income tax purposes; 
provided that Aetna may 

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permit the Issuer to consolidate or merge with or into or convey, 
transfer or lease its properties and assets substantially as an 
entirety to another entity upon the terms and subject to the 
conditions set forth in the L.L.C. Agreement.

              Section 3.03.  The Guarantee will constitute an 
unsecured obligation of Aetna and will rank (i) subordinate and 
junior in right of payment to all other liabilities of Aetna, (ii) 
pari passu with the most senior preferred stock now or hereafter 
issued by Aetna and with any guarantee now or hereafter entered 
into by Aetna in respect of any preferred or preference stock or 
interest of any affiliate of Aetna and (iii) senior to Aetna's 
common stock.


                              ARTICLE IV

              All Guarantee Payments shall be made without 
withholding or deduction for or on account of any present or 
future taxes, duties, assessments or governmental charges of 
whatever nature imposed or levied upon or as a result of such 
payment by or on behalf of the United States of America, any state 
thereof or any other jurisdiction through which or from which such 
payment is made, or any authority therein or thereof having power 
to tax, unless the withholding or deduction of such taxes, duties, 
assessments or governmental charges is required by law.  In that 
event, Aetna will pay such additional amounts as may be necessary 
in order that the net amounts received by the Holders of the 
Preferred Securities after such withholding or deduction will 
equal the amount which would have been receivable in respect of 
such Preferred Securities in the absence of such withholding or 
deduction ("Guarantee Additional Amounts"), except that no such 
Guarantee Additional Amounts will be payable with respect to 
Preferred Securities:

              (i)  if the Holder or beneficial owner thereof is 
         liable for such taxes, duties assessments or governmental 
         charges in respect of such Preferred Securities by reason 
         of such Holder's or owner's having some connection with 
         the United States, any state thereof or any other 
         jurisdiction through which or from which such payment is 
         made (including, without limitation, actual or 
         constructive ownership, past or present, of 10% or more 
         of the total combined voting power of all classes of 
         stock entitled to vote of Aetna), other than being a 
         holder or beneficial owner of such Preferred Securities, 
         or 

              (ii)  if the Issuer or Aetna has notified such 
         Holder of the obligation to withhold taxes and requested 
         but not received from such Holder or 

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         beneficial owner a declaration of non-residence, a valid 
         taxpayer identification number or other claim for 
         exemption (or information or certification required to 
         support such claim), and such withholding or deduction 
         would not have been required had such declaration, 
         taxpayer identification number or claim been received. 


                                ARTICLE V

              This Guarantee shall terminate and be of no further 
force and effect as to the Preferred Securities upon full payment 
of the Redemption Price of all Preferred Securities or upon the 
exchange of all Preferred Securities for Debentures and shall 
terminate completely upon full payment of the amounts payable to 
Holders upon liquidation of the Issuer; provided, however, that 
this Guarantee shall continue to be effective or shall be 
reinstated, as the case may be, if at any time any Holder must 
restore payment of any sums paid under the Preferred Securities or 
under this Guarantee for any reason whatsoever.


                               ARTICLE VI

              Section 6.01.  All guarantees and agreements 
contained in this Guarantee shall bind the successors, assigns, 
receivers, trustees and representatives of Aetna and shall inure 
to the benefit of the Holders.  Except in connection with a 
consolidation, merger or sale involving Aetna that is permitted 
under the Subordinated Indenture, Aetna shall not assign its 
obligations hereunder without the prior approval of Holders of not 
less than a majority in stated liquidation preference of all 
Preferred Securities then outstanding voting as a single class.

              Section 6.02.  Except with respect to any changes 
which do not adversely affect the rights of Holders (in which case 
no vote will be required), this Guarantee may only be amended by 
an instrument in writing signed by Aetna with the prior approval 
of the Holders of not less than a majority in stated liquidation 
preference of all Preferred Securities then outstanding voting as 
a single class.  Such approval shall be obtained in the manner set 
forth in Article VIII of the L.L.C. Agreement.

              Section 6.03.  Any notice, request or other 
communication required or permitted to be given hereunder to Aetna 
shall be given in writing by delivering the same against receipt 
therefor by facsimile transmission (confirmed by mail), telex or 
by registered or certified mail, addressed to Aetna, as follows 
(and if so given, shall

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be deemed given when mailed or upon receipt of an answer-back, if 
sent by telex), to wit:

                   Aetna Inc.
                   151 Farmington Avenue
                   Hartford, Connecticut  06156

                   Facsimile No.:  (203) 275-2661
                   Attention:  Treasurer

                   (with a copy to the attention of the General 
                   Counsel (203) 273-8340)

              Any notice, request or other communication required 
or permitted to be given hereunder to the Holders shall be given 
by Aetna in the same manner as notices sent by the Issuer to the 
Holders.

              Section 6.04.  The masculine and neuter genders used 
herein shall include the masculine, feminine and neuter genders.

              Section 6.05.  This Guarantee is solely for the 
benefit of the Holders and is not separately transferable from the 
Preferred Securities.

              Section 6.06.  THIS GUARANTEE SHALL BE GOVERNED BY 
AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE 
STATE OF NEW YORK.

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              THIS GUARANTEE is executed as of the day and year 
first above written.

                             Aetna Inc.

                             By /s/ Alfred P. Quirk, Jr.  
                                ________________________  
                             Name: Alfred P. Quirk, Jr.
                             Title: Vice President, Corporate Finance


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