Exhibit 4.8

                                          
           __________________________________________
           __________________________________________

                      AETNA SERVICES, INC.
           (formerly Aetna Life and Casualty Company)

                          AETNA INC.

                             AND

     STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT,
                NATIONAL ASSOCIATION, AS TRUSTEE


                            _______

                FIRST INDENTURE SUPPLEMENT

                 Dated as of August 1, 1996

                             to

                         INDENTURE

                 Dated as of August 1, 1993

                          Between

                    Aetna Services, Inc.
        (formerly Aetna Life and Casualty Company)


                             and

     State Street Bank and Trust Company of Connecticut,
               National Association, as Trustee

                                                
               _________________________________
               _________________________________




                       FIRST INDENTURE SUPPLEMENT


FIRST INDENTURE SUPPLEMENT, dated as of August 1, 1996, among 
AETNA SERVICES, INC. (formerly Aetna Life and Casualty Company), a 
corporation duly organized and validly existing under the laws of 
the State of Connecticut (the "Company"), AETNA INC., a 
corporation duly organized and validly existing under the laws of 
the State of Connecticut (the "Guarantor"), and STATE STREET BANK 
AND TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, as trustee 
(the "Trustee").

         RECITALS OF THE COMPANY AND THE GUARANTOR

          The Company and the Trustee have heretofore executed and 
delivered an Indenture dated as of August 1, 1993 (the 
"Indenture"), which provides for the issuance from time to time by 
the Company of its unsecured debentures, notes or other evidences 
of indebtedness in one or more series ("Securities", as more fully 
defined in the Indenture).

         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 the Company, the Guarantor, U.S. Healthcare, 
Inc., Antelope Sub, Inc., a wholly owned subsidiary of the 
Guarantor ("Aetna Sub"), and New Merger Corporation, a wholly 
owned subsidiary of the Guarantor, on July 19, 1996 Aetna Sub was 
merged with and into the Company with the result that the Company 
is as of the date of this First Indenture Supplement a direct 
wholly-owned subsidiary of the Guarantor.  In connection with such 
merger the Company's Certificate of Incorporation was amended to 
change its name to Aetna Services, Inc.

         As of the date of this First Indenture Supplement, the 
only Securities of the Company that have been issued and remain 
outstanding under the Indenture consist of $200 million original 
principal amount of 6 3/8% Notes due August 15, 2003 (the "6 3/8% 
Notes"), $200 million original principal amount of 6 3/4% 
Debentures due September 15, 2013 (the "6 3/4% Debentures") and 
$200 million original principal amount of 7 1/4% Debentures due 
August 15, 2023 (the "7 1/4% Debentures").

         This First Indenture Supplement amends the Indenture, 
pursuant to Section 901 thereof: (i) to provide for the full and 
unconditional guarantee by the Guarantor of the due and punctual 
payment of the principal of, premium, if any, and interest on the 
6 3/8% Notes, the 6 3/4% Debentures and the 7 1/4% Debentures 
previously issued under the Indenture and (ii) to make certain 
other changes to the terms of the Indenture.

         All acts and proceedings required by law, by the 
Indenture and by the certificates of incorporation and bylaws of 
the Company and the Guarantor necessary to constitute this First 
Indenture Supplement a valid and binding agreement for the 


uses and purpose herein set forth in accordance with its terms 
have been done and performed, and the execution and delivery of 
this First Indenture Supplement have in all respects been duly 
authorized.

         NOW, THEREFORE, in consideration of the foregoing and 
other valuable consideration, the receipt and sufficiency of which 
are hereby acknowledged, each party agrees as follows for the 
benefit of the other parties and for the equal and ratable benefit 
of the holders of the Securities.

                                ARTICLE 1

                               AMENDMENTS

         SECTION 101.  The Guarantor is hereby made a party to the 
Indenture.

         SECTION 102.  Section 101 of the Indenture is hereby 
amended to add to the definitions set forth in such Section the 
following additional definitions in the appropriate alphabetical 
order:

         First Indenture Supplement:

         The term "First Indenture Supplement" shall mean the 
    First Indenture Supplement dated as of August 1, 1996 to 
    this Indenture.

         Guarantee:

         The term "Guarantee" shall mean the guarantee set forth 
    in Section 1501 hereof, including any evidence of such 
    guarantee by endorsement on any Guaranteed Security pursuant 
    to Section 1502 hereof.  The Guarantee shall be deemed part of 
    the Guaranteed Securities.

         Guaranteed Securities:

         The term "Guaranteed Securities" shall mean, 
    collectively, the $200 million in original principal amount of 
    the $200 million in original principal amount of 6 3/8% Notes 
    due August 15, 2003, 6 3/4% Debentures due September 15, 2013, 
    and the $200 million in original principal amount of 7 1/4% 
    Debentures due August 15, 2023 issued under the Indenture 
    prior to the date of the First Indenture Supplement and 
    remaining outstanding as of such date and "Guaranteed 
    Security" means any of such Securities.

         Guarantor:

                                  2


         The term "Guarantor" shall mean AETNA INC., a Connecticut 
    corporation, and, subject to the provisions of Section 1506, 
    shall also include its successors and assigns.  

         SECTION 103.  (a)  The definition of "Board of Directors" 
set forth in Section 101 of the Indenture is hereby amended by 
inserting the words "or of the Guarantor, as the case may be" 
immediately after the words "the Company" appearing therein.

         (b)  The definitions of "Board Resolution", "Officers' 
Certificate" and "Company Request" or "Company Order" set forth in 
Section 101 of the Indenture are hereby amended by inserting the 
words "or of the Guarantor, as the case may be" immediately after 
the words "the Company" appearing therein.

        (c)  The definition of "Opinion of Counsel" set forth in 
Section 101 of the Indenture is hereby amended by inserting the 
words ", or the Guarantor", immediately after the words "the 
Company" therein.

         SECTION 104.  A new Article Fifteen is added to the 
Indenture to read in its entirety as follows:


                          ARTICLE FIFTEEN

                             Guarantee

                   SECTION 1501.  Guarantee.  The Guarantor hereby 
            unconditionally guarantees to each Holder of a 
            Guaranteed Security authenticated and delivered by or 
            on behalf of the Trustee the due and punctual payment 
            of the principal of, premium, if any, and interest on 
            such Guaranteed Security, when and as the same shall 
            become due and payable, whether at Stated Maturity, by 
            declaration of acceleration, call for redemption or 
            otherwise, according to the terms of such Guaranteed 
            Securities and of the Indenture.  In case of default 
            by the Company in the payment of any such principal, 
            premium or interest, the Guarantor hereby agrees duly 
            and punctually to make any such payment when and as 
            the same shall become due and payable, whether at 
            Stated Maturity, by declaration of acceleration, call 
            for redemption or otherwise, and as if such payment 
            was made by the Company.  The Guarantor hereby agrees 
            that its obligations hereunder shall be as if it were 
            principal debtor and not merely surety, and shall be 
            absolute and unconditional, irrespective of, and shall 
            be unaffected by, the validity, legality or 
            enforceability of any such Guaranteed Security or the 
            Indenture, the absence of any action to enforce the 
            same, or any waiver, modification, indulgence or 
            consent granted to the Company with respect thereto by 
            the Holder of any Guaranteed Security of any series or 
            by the Trustee, the recovery of any judgment against 
            the

                                  3


            Company or any action to enforce the same, or any 
            other circumstance that might otherwise constitute a 
            legal or equitable discharge or defense of a surety or 
            guarantor; provided, however, that notwithstanding the 
            foregoing, no such waiver, modification or indulgence 
            shall, without the consent of the Guarantor, increase 
            the principal amount of a Guaranteed Security or the 
            interest rate thereon or increase any premium payable 
            upon redemption thereof.  The Guarantor hereby waives 
            diligence, presentment, demand of payment, filing of 
            claims with a court in the event of merger or 
            bankruptcy of the Company, any right of set-off or 
            counterclaim, any right to require a proceeding first 
            against the Company, protest or notice with respect to 
            any Guaranteed Security or the indebtedness evidenced 
            thereby and all demands whatsoever, and covenants that 
            this Guarantee will not be discharged as to any 
            Guaranteed Security except by payment in full of the 
            principal of (premium, if any) and interest on such 
            Guaranteed Security.

                   The Guarantor shall be subrogated to all rights 
            of a Holder of a Guaranteed Security against the 
            Company in respect of any amounts paid to such Holder 
            by the Guarantor pursuant to the provisions of the 
            Guarantee; provided, however, that the Guarantor shall 
            not, without the consent of all Holders of Guaranteed 
            Securities of such series be entitled to enforce, or 
            to receive, any payments arising out of or based upon 
            such right of subrogation until the principal of, 
            premium, if any, and interest then due and payable on 
            all Guaranteed Securities of the relevant series shall 
            have been irrevocably paid in full in accordance with 
            the terms of such Guaranteed Securities.

                   The Guarantee is a guarantee of payment when 
            due and not of collection.  The Guarantee shall 
            continue to be effective, or be reinstated, as the 
            case may be, in respect of any Guaranteed Securities 
            if at any time payment, or any part thereof, of such 
            Guaranteed Security is rescinded or must otherwise be 
            restored or returned by the Holder of such Guaranteed 
            Security or any trustee for such Holder upon the 
            insolvency, bankruptcy, dissolution, liquidation or 
            reorganization of the Company or any other entity, or 
            upon or as a result of the appointment of a receiver, 
            intervenor or conservator of, or trustee or similar 
            officer for, the Company or any other entity or any 
            substantial part of their respective property, or 
            otherwise, all as though such payments had not been 
            made.

                   SECTION 1502.  Execution of Guarantees.  At the 
            time that any Guaranteed Security is authenticated and 
            delivered by the Trustee after the date of the First 
            Indenture Supplement in connection with the 
            registration of transfer, exchange or replacement of a 
            Guaranteed Security pursuant to Section 304, 305 or 
            306 of this Indenture, as evidence of the Guarantee 
            set forth in Section 1501 hereof, the Guarantor hereby 
            agrees that notation of such Guarantee shall be 

                                  4


            endorsed on the reverse of such Guaranteed Security in 
            the form set forth in Section 1503 hereof.  The  
            Guarantee shall be executed on behalf of the Guarantor 
            by its Chairman, a Vice Chairman, its President, any 
            Vice President, its Treasurer or Assistant Treasurer 
            under its corporate seal attested by its Corporate 
            Secretary or one of its Assistant Corporate 
            Secretaries.  The signatures of any or all of these 
            officers on the Guarantees may be manual or by 
            facsimile and may be imprinted or otherwise reproduced 
            on the Guaranteed Security.  The seal of the Guarantor 
            may be in the form of a facsimile thereof and may be 
            impressed, affixed, imprinted or otherwise reproduced 
            on the Guaranteed Securities.

                   Guarantees bearing the manual or facsimile 
            signatures of individuals who were at any time the 
            proper officers of the Guarantor shall bind the 
            Guarantor notwithstanding that such individuals or any 
            of them have ceased to hold such offices prior to the 
            authentication and delivery of the Guaranteed 
            Securities on which such Guarantees were endorsed or 
            did not hold such offices at the date of such 
            Guaranteed Securities.

                   The Guarantor hereby agrees that the Guarantee 
            set forth in Section 1501 hereof shall remain in full 
            force and effect and shall apply to each Guaranteed 
            Security executed, authenticated, issued and delivered 
            under this Indenture, whether or not a notation of the 
            Guarantee is endorsed on such Guaranteed Security.

                   The execution and delivery by the Company and 
            the Guarantor of the First Indenture Supplement to the 
            Trustee shall constitute due delivery of the Guarantee 
            set forth herein on behalf of the Guarantor with 
            respect to all outstanding Guaranteed Securities.  
            However, the Guarantee shall not be valid or become 
            obligatory for any purpose with respect to any 
            specific Guaranteed Security unless the Certificate of 
            Authentication on such Guaranteed Security provided 
            for in Section 205 of this Indenture shall have been 
            signed by the Trustee.

                   SECTION 1503.  Form of Notation of Guarantee.  
            The Guarantee shall be endorsed on the Guaranteed 
            Securities pursuant to Section 1502 hereof in the 
            following form:

                        [Form of Notation of Guarantee]


                                GUARANTEE
                                   OF
                                AETNA INC.
                                  

                   Aetna Inc., a Connecticut corporation (herein 
            called the "Guarantor", which term includes any 
            successor corporation under the 

                                  5



            Indenture referred to in the Security upon which this 
            Guarantee is endorsed), for value received, hereby 
            unconditionally guarantees to the Holder of the 
            Security upon which this Guarantee is endorsed the due 
            and punctual payment of the principal of, premium, if 
            any, and interest on said Security, when and as the 
            same shall become due and payable, whether at Stated 
            Maturity or upon declaration of acceleration, call for 
            redemption or otherwise, according to the terms 
            thereof and of the Indenture dated as of August 1, 
            1993, as amended (herein called the "Indenture"), 
            between Aetna Services, Inc. (herein called the 
            "Company") and State Street Bank and Trust Company of 
            Connecticut, National Association, as Trustee and to 
            which the Guarantor became a party pursuant to a First 
            Indenture Supplement dated as of August 1, 1996.  In 
            case of the failure of the Company punctually to make 
            any such payment of principal, premium or interest, 
            the Guarantor hereby agrees to pay or to cause any 
            such payment to be made punctually when and as the 
            same shall become due and payable, whether at Stated 
            Maturity, by declaration of acceleration, call for 
            redemption or otherwise, and as if such payment were 
            made by the Company.  The Guarantor hereby agrees that 
            its obligations hereunder shall be as if it were 
            principal debtor and not merely surety, and shall be 
            absolute and unconditional, irrespective of, and shall 
            be unaffected by, the validity, legality or 
            enforceability of said Security or the Indenture, or 
            the absence of any action to enforce the same, or any 
            waiver, modification, indulgence or consent granted to 
            the Company with respect thereto by the Holder of said 
            Security or by the Trustee, the recovery of any 
            judgment against the Company or any action to enforce 
            the same or any other circumstance that might 
            otherwise constitute a legal or equitable discharge or 
            defense of a surety or guarantor; provided, however, 
            that notwithstanding the foregoing, no such waiver, 
            modification or indulgence shall, without the consent 
            of the Guarantor, increase the principal amount of 
            said Security or the interest rate thereon or increase 
            any premium payable upon redemption thereof.  The 
            Guarantor hereby waives diligence, presentment, demand 
            of payment, filing of claims with a court in the event 
            of bankruptcy of the Company, any right of set-off or 
            to counterclaim, any right to require a proceeding 
            first against the Company, protest or notice with 
            respect to said Security or the indebtedness evidenced 
            thereby and all demands whatsoever, and covenants that 
            this Guarantee will not be discharged except by 
            payment in full of the principal of, and premium, if 
            any, and interest on said Security.

                   The Guarantor shall be subrogated to all rights 
            of the Holder against the Company in respect of any 
            amounts paid to such Holder by the Guarantor pursuant 
            to the provisions of this Guarantee, provided, 
            however, that the Guarantor shall not, without the 
            consent of all Holders of all outstanding Securities 
            of the same series issued under the Indenture, be 
            entitled to enforce, or to receive, any payments 

                                  6


            arising out of, or based upon, such right of 
            subrogation until the principal of, premium, if any, 
            and interest then due and payable on all Securities of 
            the same series issued under the Indenture shall have 
            been irrevocably paid in full in accordance with the 
            terms of such Securities.

                   This Guarantee is a guarantee of payment when 
            due and not of collection.  This Guarantee shall 
            continue to be effective, or be reinstated, as the 
            case may be, in respect of said Security if at any 
            time payment, or any part thereof, of said Security is 
            rescinded or must otherwise be restored or returned by 
            the Holder of said Security or any trustee for said 
            Holder upon the insolvency, bankruptcy, dissolution, 
            liquidation or reorganization of the Company or any 
            other entity, or upon or as a result of the 
            appointment of a receiver, intervenor or conservator 
            of, or trustee or similar officer for, the Company or 
            any other entity or any substantial part of their 
            respective property, or otherwise, all as though such 
            payments had not been made.

                   No reference herein to such Indenture and no 
            provision of this Guarantee or of such Indenture shall 
            alter or impair the guarantee of the Guarantor, which 
            is absolute and unconditional, of the due and punctual 
            payment of the principal of, and premium, if any, and 
            interest on the Security upon which this Guarantee is 
            endorsed at the times, place and rate, and in the cash 
            or currency prescribed herein.

                   This Guarantee shall be governed by and 
            construed in accordance with the laws of the State of 
            New York, but without regard to principles of 
            conflicts of laws.

                   This Guarantee shall not be valid or become 
            obligatory for any purpose with respect to any 
            Security unless the certificate of authentication on 
            said Security shall have been manually signed by or on 
            behalf of the Trustee under the Indenture.

                   All terms used in this Guarantee which are 
            defined in such Indenture shall have the meanings 
            assigned to them in such Indenture.

                                  7


                   IN WITNESS WHEREOF, Aetna Inc. has caused the 
            execution hereof in its corporate name by its duly 
            authorized officers.


                                  Aetna Inc.


                                  By___________________

              [Seal]

              Attest:


              ______________________________________
                  [Assistant] Corporate Secretary

                   SECTION 1504.  Reports by the Guarantor.  The 
            Guarantor shall file with the Trustee and the 
            Commission, and transmit to Holders, such information, 
            documents and other reports, and such summaries 
            thereof, as may be required pursuant to the Trust 
            Indenture Act at the times and in the manner provided 
            pursuant to such Act; provided that any such 
                                  ________               
            information, documents or reports required to be filed 
            with the Commission pursuant to Section 13 or 15(d) of 
            the Exchange Act shall be filed with the Trustee 
            within 15 days after the same is so required to be 
            filed with the Commission.

                   SECTION 1505.  Guarantor's Statement as to 
            Compliance; Notice of Certain Events of Default.  The 
            Guarantor will deliver to the Trustee within 120 days 
            after the end of each fiscal year of the Guarantor 
            ending after the date of this First Indenture 
            Supplement, a certificate signed by the Guarantor's 
            principal executive officer, the principal financial 
            officer or the principal accounting officer stating 
            whether or not to the best knowledge of the signer 
            thereof the Guarantor is in compliance with all terms, 
            conditions and covenants of the Indenture (without 
            regard to any period of grace or requirement of notice 
            provided thereunder) and, if the signer has obtained 
            knowledge of any continuing default by the Guarantor 
            in the performance, observance or fulfillment of any 
            such term, condition or covenant, specifying each such 
            default and the nature thereof.  

                   SECTION 1506.  Guarantor May Consolidate, Etc., 
            Only on Certain Terms.  The Guarantor shall not 
            consolidate with or merge into any other Person or 
            sell its properties and assets as, or substantially 
            as, an entirety to any Person, and the Guarantor shall 
            not permit any Person to consolidate with or merge 
            into the Guarantor, unless:

                                  8


                   (1)  in the case the Guarantor shall 
            consolidate with or merge into another Person 
            (including, without limitation, the Company) or sell 
            its properties and assets as, or substantially as, an 
            entirety to any Person (including, without limitation, 
            the Company), the Person formed by such consolidation 
            or into which the Guarantor is merged or the Person 
            which purchases the properties and assets of the 
            Guarantor as, or substantially, as an entirety shall 
            be a corporation, partnership or trust, shall be 
            organized and validly existing under the laws of the 
            United States of America, any State thereof or the 
            District of Columbia and shall expressly assume, by an 
            indenture supplemental hereto, executed and delivered 
            to the Trustee, in form satisfactory to the Trustee, 
            the due and punctual performance of the obligations of 
            the Guarantor under the Guarantee of the Guaranteed 
            Securities then outstanding and the performance or 
            observance of every covenant of this Indenture on the 
            part of the Guarantor to be performed or observed, by 
            supplemental indenture satisfactory in form to the 
            Trustee, executed and delivered to the Trustee, by the 
            Person (if other than the Guarantor) formed by such 
            consolidation or into which the Guarantor shall have 
            been merged or by the corporation which shall have 
            acquired the Guarantor's assets;

                   (2)  immediately after giving effect to such 
            transaction, no Event of Default shall have happened 
            and be continuing; and

                   (3)  the Guarantor has delivered to the Trustee 
            an Officers' Certificate and an Opinion of Counsel, 
            each stating that such consolidation, merger, or sale 
            and, if a supplemental indenture is required in 
            connection with such transaction, such supplemental 
            indenture comply with this Section 1506 and that all 
            conditions precedent herein provided for relating to 
            such transaction have been complied with.

                   Upon any consolidation of the Guarantor with, 
            or merger of the Guarantor into, any Person or any 
            sale of the properties and assets of the Guarantor as, 
            or substantially as, an entirety in accordance with 
            this Section 1506, the successor Person formed by such 
            consolidation or into which the Guarantor is merged or 
            to which such sale is made shall succeed to, and be 
            substituted for, and may exercise every right and 
            power of, the Guarantor under this Indenture with the 
            same effect as if such successor Person had been named 
            as the Guarantor herein, and thereafter, the 
            predecessor Person shall be relieved of all 
            obligations and covenants under this Indenture and the 
            Guaranteed Securities.

                   SECTION 1507.  Personal Immunity from Liability of 
            Incorporators, Stockholders, Etc.  No recourse shall be 
            had for the payment of any obligations of the Guarantor 
            with respect to the Guaranteed Securities, the Guarantee 
            or this Indenture or any indenture supplemental hereto, 
            against any incorporator, or against any past, present or 
            future stockholder, director or officer, as such, of the 
            Guarantor or of any successor corporation, whether by 
                                  9


            virtue of any constitution, statute or rule of law, or by 
            the enforcement of any assessment or penalty or otherwise, 
            all such liability being expressly waived and released 
            as a condition of, and as consideration for, the 
            execution of the First Indenture Supplement by the 
            Guarantor and the issue of the Guarantee.

            SECTION 105.  Section 102 of the Indenture is hereby 
amended by inserting the words "and Section 1505" after the words 
"Section 1004" in the second paragraph of such section.

            SECTION 106.  Section 105 of the Indenture is hereby 
amended by inserting the words "or the Guarantor" after the words 
"the Company" each time such words appear in subparagraphs (1) and 
(2) thereof.  The Trustee hereby agrees that, substantially 
simultaneously with its furnishing to the Company any notice or 
communication under the Indenture, as amended hereby, the Trustee 
shall furnish a copy thereof to the Guarantor.  The Company hereby 
agrees that, substantially with its receiving or furnishing any 
notice or communication under the Indenture, as amended hereby, 
the Company will provide a copy thereof to the Guarantor.

            SECTION 107.  Section 106 of the Indenture is hereby 
amended as follows:

            (a) The words ", the Guarantor" are inserted after the 
word "Company" in the ninth line and after the second reference to 
"the Company" in the twelfth line of the first paragraph thereof.

            (b) The words "and the Guarantor" are inserted after 
the first reference to the words "the Company" in the twelfth line 
of the first paragraph thereof.

            SECTION 108.  Section 109 of the Indenture is hereby 
amended by adding the words "or the Guarantor" after the words 
"the Company".

            SECTION 109.  Section 308 of the Indenture is hereby 
amended by inserting (i) the words "the Guarantor," after the word 
"Company" in the second, third and eighth lines thereof and (ii) 
the words "or the Guarantor" after the words "the Company" in the 
ninth line thereof.

            SECTION 110.  Section 401 of the Indenture is hereby 
amended (i) by adding the words "and the Guarantor" after the 
words "the Company" in the last paragraph of such Section and (ii) 
by adding the following as a new penultimate paragraph of such 
Section: 

            "In the event the Company exercises its rights under  
     this Section 401 with respect to a series of Guaranteed  
     Securities, upon satisfaction by the Company of the  
     conditions set forth in this Section 401 with respect to such 
     series, the Guarantor's obligations under its Guarantees with 
     respect to such 

                                  10


     series of Guaranteed Securities shall likewise be satisfied 
     and discharged and the Trustee, at the expense of the 
     Company, shall execute proper instruments acknowledging 
     satisfaction and discharge of this Indenture with respect to 
     such series of Guaranteed Securities."

            SECTION 111.  Section 402 of the Indenture is hereby 
amended by inserting the words "(and, in respect of the Guaranteed 
Securities, the Guarantee)" after the words "Securities" in the 
fourth line thereof.

            SECTION 112.  Section 509 of the Indenture is hereby 
amended by inserting the words" the Guarantor," after the words 
"the Company," therein.

            SECTION 113.  Section 603 of the Indenture is hereby 
amended by inserting the words "or of the Guarantor, as the case 
may be" after the words "the Company" in paragraph (b) of such 
section.

            SECTION 114.  Section 605 of the Indenture is hereby 
amended by inserting the words "or the Guarantor" after the words 
"the Company" in such section.

            SECTION 115.  Section 607 of the Indenture is hereby 
amended by replacing the words "The Company agrees" with "The 
Company and the Guarantor, jointly and severally, agree" in the 
first line thereof.

            SECTION 116.  (a)  Paragraph (b) of Section 610 of the 
Indenture is hereby amended by inserting the words "and the 
Guarantor" after the words "the Company" in the first sentence 
thereof.

            (b)  Paragraph (c) of Section 610 of the Indenture is 
hereby amended by inserting the words "and to the Guarantor" after 
the words "the Company" in such section.

           (c)  Paragraph (d) of Section 610 of the Indenture is 
hereby amended as follows:

               (i)  The words "or the Guarantor" are inserted 
           after the words "the Company" in subclause (1) and (2) 
           of such paragraph.

              (ii) The words "and the Guarantor" are inserted 
           after the words "the Company" in the first line 
           immediately following subclause (3) of such paragraph.

            (d)  Paragraph (e) of Section 610 of the Indenture is 
hereby amended by inserting the words "and the Guarantor" after 
the words "the Company" each time such words appear in such 
paragraph.


                                  11


            SECTION 117.  Section 611 of the Indenture is hereby 
amended (i) by inserting the words "and the Guarantor" after the 
words "the Company" each time such words appear in paragraphs (a) 
and (c) of such section, and (ii) by inserting the words ",the 
Guarantor" after the words "the Company" each time such words 
appear in paragraph (b) of such section.

            SECTION 118.  Section 901 of the Indenture is hereby 
amended as follows:  

            (a)  The words "the Guarantor, when authorized by a 
      Board Resolution," are inserted after the words "Board 
      Resolution," in the second line of such section. 

            (b)  The words "or the Guarantor" are inserted after 
      the words "the Company" each time such words appear in 
      paragraphs (1) and (2) of such section.

            SECTION 119.  Section 902 of the Indenture is hereby 
amended by inserting the words "the Guarantor, when authorized by 
a Board Resolution" after the words "Board Resolution," in the 
fifth line of the first paragraph of such section.

            SECTION 120.  Section 907 of the Indenture is hereby 
amended by inserting the words "or the Guarantor" after the words 
"the Company" each time such words appear in such section.

            SECTION 121.  Article Thirteen of the Indenture is 
hereby amended as follows:

            (a)  The words "and, in the case such option is 
      exercised with respect to a series of Guaranteed Securities, 
      the Guarantor shall be deemed to have been discharged from 
      its obligations with respect to the Outstanding Guaranteed 
      Securities of such series and its Guarantee in respect 
      thereof, all" are inserted after the words "of such 
      series"in the fifth line of Section 1302.

            (b)  The words "and, in the case such option is 
      exercised with respect to a series of Guaranteed Securities, 
      the Guarantor" are inserted after the words "the Company" in 
      the ninth line of Section 1302.

            (c)  The words "and, if applicable, the Guarantee of 
      the Guarantor in respect thereof" are inserted after the 
      words "of such series" in the eleventh, twelfth and 
      thirteenth lines of Section 1302.

            (d)  The word "its" in the eleventh line of Section 
      1302 is hereby replaced with the word "their".


                                  12


            (e)  The words (i) "and, if such option is exercised  
      with respect to the Guaranteed Securities, the Guarantor 
      shall be released from its obligations under Section 1506" 
      are inserted after the words "Section 801" in the fifth line 
      of Section 1303 and (ii) "and the Guarantor" are inserted 
      after the words "the Company" in the thirteenth line of 
      Section 1303.

            (f)  The words "(or, in the case of the Guaranteed 
      Securities, the Company or the Guarantor)" are inserted 
      after the words "The Company" in the first line of clause 
      (1) of such Section 1304.

            (g)  The words (i) "or the Guarantor" are inserted 
      after the words "the Company" in the twelfth line of the 
      first paragraph of Section 1305, (ii) "or the Guarantor, as 
      the case may be," are inserted after the word "Company" in 
      the third line of the third paragraph of Section 1305 and 
      (iii) "and, if applicable, any related Guarantee of such 
      Securities" are inserted after the words "of such series" in 
      the last line of the third paragraph of Section 1305.

            (h)  The words (i) "and, if applicable, the 
      Guarantor's" are inserted after the words "the Company's" in 
      the sixth line of Section 1306, (ii) "and, if applicable, 
      any related Guarantee of the Guarantor" are inserted after 
      the words "of such series" in the seventh line of Section 
      1306, (iii) "or, in the case of a series of Guaranteed 
      Securities, if the Guarantor makes any payment in respect 
      thereof pursuant to its Guarantee of such Guaranteed 
      Securities" are inserted after the words "of its 
      obligations" in the sixteenth line of Section 1306 and (iv) 
      "or the Guarantor, as the case may be," are inserted after 
      the words "the Company" in the sixteenth line of Section 
      1306.


                                 ARTICLE 2

                               MISCELLANEOUS

            SECTION 201.  Effectiveness.  This First Indenture 
Supplement shall take effect as of the date hereof.

            SECTION 202.  Indenture Ratified.  Except as herein 
expressly provided, the Indenture is in all respects ratified and 
confirmed by the Company and the Trustee and all the terms, 
provisions and conditions thereof are and will remain in full 
force and effect.

            SECTION 203.  Execution by the Trustee.  The Trustee 
has executed this First Indenture Supplement only upon the terms 
and conditions set forth in the Indenture.  Without limiting the 
generality of the foregoing, the Trustee shall not be responsible 
for the correctness of the recitals herein contained, which shall 
be taken 


                                  13


as the statements of the Company and the Guarantor, and 
the Trustee makes no representation and shall have no 
responsibility for, and in respect of, the validity or sufficiency 
of this First Indenture Supplement or the execution thereof by the 
Company or the Guarantor.

            SECTION 204.  Governing Law.  This First Indenture 
Supplement shall be governed by and construed in accordance with 
the laws of the State of New York, but without regard to 
principles of conflicts of laws. 

            SECTION 205.  Execution in Counterparts.  This First 
Indenture Supplement may be executed in any number of 
counterparts, each of which shall be an original, but such 
counterparts shall together constitute but one instrument.

                                  14


            IN WITNESS WHEREOF, the parties hereto have caused 
this First Indenture Supplement to be duly executed, and their 
respective corporate seals to be hereunto duly affixed and 
attested, all as of the day and year first above written.



                                  AETNA SERVICES, INC.
         [Seal]

                                  By /s/ Alfred P. Quirk, Jr.   
                                    ____________________________
                                   Alfred P. Quirk, Jr.
                                   Vice President-Corporate Finance


Attest:

/s/ Paige L. Falasco   
_______________________


                                  AETNA INC.
         [Seal]

                                  By /s/ Alfred P. Quirk, Jr.   
                                    ____________________________
                                    Alfred P. Quirk, Jr.
                                    Vice President-Corporate Finance

Attest:

/s/ Paige L. Falasco
____________________


                                  STATE STREET BANK AND TRUST
                                  COMPANY OF CONNECTICUT, NATIONAL
                                  ASSOCIATION, as Trustee

         [Seal]

                                  By /s/ James E. Mogavero      
                                    ____________________________

Attest:

/s/ Andrew M. Sinasky
_____________________


                                  15


State of Connecticut
County of Hartford           ss:


              On the 1st day of August, 1996, before me personally 
came Alfred P. Quirk, Jr., to me known, who, being by me duly 
sworn, did depose and say that [he] [she] resides at  44 Stonegate, 
Farmington, CT 06032, that [he] [she] is the Vice President, 
Corporate Finance of Aetna Services, Inc., one of the corporations 
described in and which executed the above instrument; that [he] 
[she] knows the corporate seal of said corporation; that the seal 
affixed to the said instrument is such corporate seal; that it was 
so affixed by authority of the Board of Directors of said 
corporation, and that [he] [she] signed [his] [her] name thereto by 
like authority.



                                   /s/ Joanne R. Jensen   9-1-99
                                   _____________________________
                                       Notary Public            


State of Connecticut
County of Hartford           ss:


              On the 1st day of August, 1996, before me personally 
came Alfred P. Quirk, Jr., to me known, who, being by me duly 
sworn, did depose and say that [he] [she] resides at 44 Stonegate, 
Farmington, CT  06032, that [he] [she] is the Vice President, 
Corporate Finance of Aetna Inc., one of the corporations described 
in and which executed the above instrument; that [he] [she] knows 
the corporate seal of said corporation; that the seal affixed to 
the said instrument is such corporate seal; that it was so affixed 
by authority of the Board of Directors of said corporation, and 
that [he] [she] signed [his] [her] name thereto by like authority.



                                   /s/ Joanne R. Jensen   9-1-99 
                                   ______________________________
                                       Notary Public            


                                  16


Commonwealth of Massachusetts
County of Suffolk                 ss:


              On the 1st day of August, 1996, before me personally 
came James E. Mogavero, to me known, who, being by me duly sworn, 
did depose and say that [he] [she] resides at 6 Adele Circle, 
Wakefield, MA  01880, that [he] [she] is an Assistant Vice 
President of State Street Bank and Trust Company of Connecticut, 
National Association, one of the corporations described in and 
which executed the above instrument; that [he] [she] knows the 
corporate seal of said corporation; that the seal affixed to the 
said instrument is such corporate seal; that it was so affixed by 
authority of the Board of Directors of said corporation, and that 
[he] [she] signed [his] [her] name thereto by like authority.




                                   /s/ Laura L. Shepherd           
                                   ________________________________
                                       Notary Public               


                                  17