Exhibit 4.14

                                         
             ________________________________________ 
             ________________________________________ 

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

                             AETNA INC.

                                AND

  STATE STREET BANK AND TRUST COMPANY, AS SUCCESSOR FISCAL AGENT


                              _______

                          AMENDMENT NO. 1

                   Dated as of August 1, 1996

                                to

                      FISCAL AGENCY AGREEMENT

                    Dated as of July 17, 1986

                             Between

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


                                and

   State Street Bank and Trust Company, as successor Fiscal Agent

                                    
                ____________________________________
                ____________________________________




                             AMENDMENT


AMENDMENT NO. 1, 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, a Massachusetts trust company, as successor Fiscal Agent 
(the "Fiscal Agent").

              RECITALS OF THE COMPANY AND THE GUARANTOR

         The Company and the Fiscal Agent have heretofore executed 
and delivered the Fiscal Agency Agreement dated as of July 17, 
1986 (the "Fiscal Agency Agreement") and the Company has issued 
$200 million principal amount of its 7 3/4% Notes Due 2016 (the 
"Securities") thereunder.

         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 Amendment No. 1 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.

         This Amendment No. 1 amends the Fiscal Agency Agreement 
pursuant to Section 13 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 
(including Additional Amounts as defined in the Terms and 
Conditions of the Securities) on the Securities and (ii) to make 
certain other changes to the Fiscal Agency Agreement.

         All acts and proceedings required by law, by the Fiscal 
Agency Agreement and by the certificates of incorporation and 
bylaws of the Company and the Guarantor necessary to constitute 
this Amendment No. 1 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 
Amendment No. 1 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 and any coupons appertaining 
thereto.



         SECTION 1.  Certain Definitions.  Unless otherwise 
defined in this Amendment No. 1, terms defined in the Fiscal 
Agency Agreement or the Securities are used herein as therein 
defined.  As used in this Amendment No. 1, the following terms 
have the meanings set forth below:

         (a)  The term "Guarantee" shall mean the guarantee set 
      forth in Section 3 hereof, including any evidence of such 
      guarantee by endorsement on any Security pursuant to Section 
      5 hereof.  The Guarantee shall be deemed part of the 
      Securities.

         (b)  The term "Guarantor" shall mean AETNA INC., a 
      Connecticut corporation, and, subject to the provisions of 
      Section 6, shall also include its successors and assigns.  

         SECTION 2.  General.  The Guarantor is hereby made a 
party to the Fiscal Agency Agreement.  The Guarantor hereby 
appoints the Fiscal Agent as its fiscal agent in respect of the 
Guarantee upon the terms and subject to conditions in the Fiscal 
Agency Agreement, as amended hereby, and in the Securities and the 
Guarantee set forth.  From and after the date of this Amendment 
No. 1 all references in the Fiscal Agency Agreement to "the 
Agreement", "hereunder" or "herein" or words of a similar nature 
shall mean the Fiscal Agency Agreement as amended by this 
Amendment No. 1.

         SECTION 3.  Guarantee.  The Guarantor hereby 
unconditionally guarantees to each Holder of a Security 
authenticated and delivered by or on behalf of the Fiscal Agent 
and to each Holder of any interest coupon appertaining thereto the 
due and punctual payment of the principal of, premium, if any, and 
interest on such Security or interest coupon, and Additional 
Amounts, if any, payable pursuant to the terms of the Securities, 
where, when and as the same shall become due and payable, whether 
at maturity, by declaration of acceleration, call for redemption or 
otherwise, according to the terms of such Securities and 
interest coupons.  In case of default by the Company in the 
payment of any such principal, premium, interest or Additional 
Amounts, the Guarantor hereby agrees duly and punctually to make 
any such payment where, when and as the same shall become due and 
payable, whether at 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 Security or any interest coupon 
appertaining thereto or the Fiscal Agency Agreement, 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 Security or any such interest coupon, 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 

                               2



foregoing, no such waiver, modification or indulgence shall, 
without the consent of the Guarantor, increase the principal 
amount of a 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 Security or interest coupon or the indebtedness 
evidenced thereby and all demands whatsoever, and covenants that 
this Guarantee will not be discharged as to any Security except by 
payment in full of the principal of (premium, if any) and interest 
on such Security and the interest coupons appertaining thereto.

    The Guarantor shall be subrogated to all rights of a Holder of 
a Security and to the rights of a Holder of any interest coupon 
appertaining thereto 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 Securities 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, 
interest and Additional Amounts, if any, then due and payable on 
all Securities shall have been irrevocably paid in full in 
accordance with the terms of such Securities and interest coupons.

    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 Securities and 
any interest coupons appertaining thereto if at any time payment, or
any part thereof, of such Security or interest coupon is 
rescinded or must otherwise be restored or returned by the Holder 
of such Security or interest coupon 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 4.  Execution of Guarantees.  At the time that 
any Security is authenticated and delivered by or on behalf of the 
Fiscal Agent after the date of this Amendment No. 1 in connection 
with the registration of transfer, exchange or replacement of a 
Security or any interest coupon appertaining thereto as evidence 
of the Guarantee set forth in Section 3 hereof, the Guarantor 
hereby agrees that notation of such Guarantee shall be endorsed on 
such Security in the form set forth in Section 5 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 Security.  The seal of the 
Guarantor may be in the form of a 

                               3



facsimile thereof and may be impressed, affixed, imprinted or 
otherwise reproduced on the 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 Securities on which such 
Guarantees were endorsed or did not hold such offices at the date 
of such Securities.

    The Guarantor hereby agrees that the Guarantee set forth in 
Section 3 hereof shall remain in full force and effect and shall 
apply to each Security and each interest coupon appertaining 
thereto executed, authenticated, issued and delivered under the 
Fiscal Agency Agreement as amended hereby, whether or not a 
notation of the Guarantee is endorsed on such Security.

    The execution and delivery by the Company and the Guarantor of 
this Amendment No. 1 shall constitute due delivery of the 
Guarantee set forth herein on behalf of the Guarantor with respect 
to all outstanding Securities and interest coupons appertaining 
thereto.  However, the Guarantee shall not be valid or become 
obligatory for any purpose with respect to any specific Security 
or interest coupon unless the Certificate of Authentication on 
such Security provided for in the Fiscal Agency Agreement shall 
have been signed by or on behalf of the Fiscal Agent.

         SECTION 5.  Form of Notation of Guarantee.  The Guarantee 
shall be endorsed on the Securities pursuant to Section 4 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 Fiscal Agency 
            Agreement 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 and to 
            each Holder of any interest coupon appertaining 
            thereto the due and punctual payment of the principal 
            of, premium, if any, and interest on said Security or 
            interest coupon, and Additional Amounts (as defined in 
            the Terms and Conditions of the Securities), if any, 
            payable pursuant to the terms of the Securities, 
            where, when and as the same shall become due and 
            payable, whether at 

                               4



            maturity, by declaration of acceleration, call for 
            redemption or otherwise, according to the terms 
            thereof.  In case of the failure of the Company 
            punctually to make any such payment of principal, 
            premium, interest or Additional Amounts the Guarantor 
            hereby agrees to pay or to cause any such payment to 
            be made punctually where, when and as the same shall 
            become due and payable, whether at 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 any interest coupon 
            appertaining thereto or the Fiscal Agency Agreement 
            dated as of July 17, 1986, as amended, among Aetna 
            Services Inc. (herein called the "Company"), the 
            Guarantor and State Street Bank and Trust Company, as 
            successor Fiscal Agent or the absence of any action to 
            enforce the same, or any waiver, modification, indul-
            gence or consent granted to the Company with respect 
            thereto by the Holder of said Security or any interest 
            coupon appertaining thereto, 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 interest coupon 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 or interest coupon.

                   The Guarantor shall be subrogated to all rights 
            of the Holder of a Security and to the rights of a 
            Holder of any interest coupon appertaining thereto 
            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 

                               5



            outstanding Securities, 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, interest and Additional Amounts then 
            due and payable on all Securities shall have been 
            irrevocably paid in full in accordance with the terms 
            of such Securities and interest coupons.

                   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 and any 
            interest coupon appertaining thereto if at any time 
            payment, or any part thereof, of said Security or 
            interest coupon is rescinded or must otherwise be 
            restored or returned by the Holder of said Security or 
            interest coupon 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 Fiscal Agency 
            Agreement and no provision of this Guarantee or of 
            such Fiscal Agency Agreement 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, interest and 
            Additional Amounts, if any, 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 or interest coupon appertaining thereto 
            unless the certificate of authentication on said 
            Security shall have been manually signed by or on 
            behalf of the Fiscal Agent under the Fiscal Agency 
            Agreement.

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

                               6



                   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 6.  Guarantor May Consolidate, Etc., Only on Certain 
Terms. (a) The Guarantor shall not consolidate with or merge into any 
other corporation or convey or transfer its properties and assets 
substantially as an entirety to any person, unless:

                   (i)  the corporation formed by such 
      consolidation or into which the Guarantor is merged 
      (including, without limitation, the Company) or the person 
      (including, without limitation, the Company) which acquires 
      by conveyance or transfer the properties and assets of the 
      Guarantor substantially as an entirety shall be a 
      corporation organized and existing under the laws of the 
      United States of America, any State thereof or the District 
      of Columbia (the "Successor Corporation") and shall 
      expressly assume, by amendment to the Fiscal Agency 
      Agreement, as amended hereby, signed by the Guarantor and 
      such Successor Corporation and delivered to the Fiscal 
      Agent, the due and punctual performance of the obligations 
      of the Guarantor under the Guarantee of the Securities then 
      outstanding and interest coupons appertaining thereto and 
      the performance or observance of every covenant of the 
      Fiscal Agency Agreement, as amended hereby, on the part of 
      the Guarantor to be performed or observed;

                   (ii)  immediately after giving effect to such 
      transaction, no event of default (as set forth in Paragraph 
      7 of the Terms and Conditions of the Securities), and no 
      event which, with notice or lapse of time or both, would 
      become such an event of default, shall have happened and be 
      continuing; and

                   (iii)  the Guarantor has delivered to the 
      Fiscal Agent a certificate signed by an executive officer of 
      the Guarantor and a written opinion of 

                               7



      counsel satisfactory to the Fiscal Agent (who may be counsel 
      to the Company or the Guarantor), each stating that such 
      transaction and such amendment to the Fiscal Agency 
      Agreement comply with this Section 6 and that all condi-
      tions precedent herein provided for relating to such 
      transaction have been complied with.

         (b)  Upon any such consolidation or merger, or any 
conveyance or transfer of the properties and assets of the 
Guarantor substantially as an entirety in accordance with Section 
6(a) hereof, the Successor Corporation shall succeed to, and be 
substituted for, and may exercise every right and power of, the 
Guarantor under the Fiscal Agency Agreement, as amended hereby, 
and the Guarantee with the same effect as if such Successor 
Corporation had been named as the Guarantor herein, and 
thereafter, the predecessor person shall be relieved of all 
obligations and covenants under the Fiscal Agency Agreement and the 
Guarantee.

         SECTION 7.  Section 2 of the Fiscal Agency Agreement is 
hereby amended (i) by inserting the words "and the Guarantor" 
after the words "the Company" each time such words appear in the 
third and fourth sentences thereof and (ii) by replacing the first 
two sentences thereof with "The Company hereby appoints State 
Street Bank and Trust Company, at present having its principal 
office ("Principal Office") at Two International Place, 4th Floor, 
Boston, Massachusetts 02110, as its fiscal agent in respect of the 
Securities upon the terms and subject to the conditions herein set 
forth.  (State Street Bank and Trust Company and its successor or 
successors in accordance with Section 8 hereof are herein called 
the "Fiscal Agent").

         SECTION 8.  Section 7 of the Fiscal Agency Agreement is 
hereby amended as follows:

         (a)  Section 7(a) is amended (i) by replacing the words 
"the Company agrees" in the fourth line thereof with the words 
"the Company and the Guarantor, jointly and severally, agree" (ii) 
by replacing the words "The Company also agrees" in the tenth line 
thereof with the words "The Company and the Guarantor, jointly and 
severally, also agree" and (iii) by inserting the words "and the 
Guarantor" after the words "the Company" in the twenty-first line 
thereof.

         (b)  Section 7(b) is amended by inserting the words (i) 
"and the Guarantee" after the word "Securities" in the second line 
thereof, (ii) "and the Guarantor" after the words "the Company" in 
the fourth line thereof, (iii) "or the Guarantor" after the words 
"the Company" in the fourteenth line thereof and (iv) "or the 
Guarantor, as the case may be" after the words "the Company" in the 
twentieth line thereof.

                               8



         (c)  Section 7(c) is amended by inserting the words "or 
the Guarantor" after the words "the Company" in the third line 
thereof.

         (d)  Section 7(d) is amended by inserting the word 
"Guarantee," after the word "coupon," therein.

         (e)  Section 7(e) is amended by inserting the words "or 
the Guarantor" after the words "the Company" in the ninth and 
twelfth lines thereof.

         (f)  Section 7(f) is amended by inserting the words (i) 
"or of the Guarantee" after the words "Securities" therein and 
(ii) "or the Guarantor, as the case may be" after the words "the 
Company" in the last line thereof.

         (g)  Section 7(h) is amended by inserting the words (i) 
"and the Guarantee" after the word "Securities" in the fourth line 
thereof and (ii) "or the Guarantee" after the word "Securities" in 
the sixth line thereof.

         (h)  Section 7(i) is amended by inserting the words (i) 
"or the Guarantee" after the words "Securities" therein and (ii) 
"or the Guarantor" after the word "Company" therein.

         SECTION 9.  The recitals contained herein and in the 
Guarantee shall be taken as the statements of the Company and the 
Guarantor; the Fiscal Agent and the other agents of the Company 
(including the Principal Paying Agent and the Security Registrar) 
assume no responsibility for their correctness.  The Fiscal Agent 
and such other agents make no representation as to the validity of 
sufficiency of this Amendment No. 1 or the Guarantee, except for 
the Fiscal Agent's due authorization to execute and deliver this 
Amendment No. 1; provided, however, that the Fiscal Agent shall 
                 ________  _______                              
not be relieved of its duty to authenticate Securities, acting 
itself or through an appointed Authenticating Agent, as authorized 
by this Fiscal Agency Agreement, as amended hereby.

         SECTION 10.  The Company and the Guarantor will pay, 
jointly and severally, all stamp taxes and other duties, if any, 
which may be imposed by the United States, the United Kingdom or 
any political subdivision or taxing authority of or in the 
foregoing, with respect to the execution and delivery of the 
Amendment No. 1.

         SECTION 11.  Section 11 of the Fiscal Agency Agreement is 
hereby amended by (i) replacing the word "either" in the fifth 
line thereof with the word "any" and (ii) inserting the following 
as the address of the Guarantor:

         The Guarantor..........       Aetna Inc.
                                       151 Farmington Avenue
                                       Hartford, Connecticut 06156

                               9



                                       Attention: Vice President--
                                       Finance and Treasurer

The Fiscal Agent hereby agrees that, substantially simultaneously 
with its furnishing to the Company any notice or communication 
under the Fiscal Agency Agreement, as amended hereby, the Fiscal 
Agent 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 Fiscal Agency Agreement, as 
amended hereby, the Company will provide a copy thereof to the Guarantor.

         SECTION 12.  Effectiveness.  This Amendment No. 1 shall 
take effect as of the date hereof.

         SECTION 13.  Fiscal Agency Agreement Ratified.  Except as 
herein expressly provided, the Fiscal Agency Agreement 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 14.  Governing Law.  This Amendment No. 1 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 15.  Execution in Counterparts.  This Amendment 
No. 1 may be executed in any number of counterparts, each of which 
shall be an original, but such counterparts shall together 
constitute but one instrument.

                               10



         IN WITNESS WHEREOF, the parties hereto have caused this 
Amendment No. 1 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, AS FISCAL AGENT

         [Seal]

                                  By /s/ James E. Mogavero     
                                    ___________________________

Attest:

/s/ Eric J. Donaghey
____________________


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