Exhibit 4.6

                                          
__________________________________________
__________________________________________

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

                            AETNA INC.

                              AND

              STATE STREET BANK AND TRUST COMPANY,
                       AS SUCCESSOR TRUSTEE


                            _______

                 FIRST INDENTURE SUPPLEMENT

                 Dated as of August 1, 1996

                             to

                         INDENTURE

                 Dated as of October 15, 1986

                           Between

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


                              and

              State Street Bank and Trust Company,
                        as successor 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, a Massachusetts trust company, as successor 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 October 15, 1986 (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 $100 million original 
principal amount of 8 5/8% Notes due March 1, 1998 (the "8 5/8% 
Notes") and $200 million original principal amount of 8% 
Debentures due January 15, 2017 (the "8% Debentures").

         This First Indenture Supplement amends the Indenture, 
pursuant to Section 11.01 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 
8 5/8% Notes and the 8% Debentures previously issued under the 
Indenture, (ii) to set forth certain provisions that are deemed to 
have been made part of the Indenture by operation of law pursuant 
to the Trust Indenture Reform Act of 1990 and (iii) 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 1.01.  The Guarantor is hereby made a party to 
the Indenture.

         SECTION 1.02.  Section 1.01 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 15.01 hereof, including any evidence of 
     such guarantee by endorsement on any Guaranteed Security 
     pursuant to Section 15.02 hereof.  The Guarantee shall be 
     deemed part of the Guaranteed Securities.

         Guaranteed Securities:

         The term "Guaranteed Securities" shall mean, 
     collectively, the $100 million in original principal amount 
     of 8 5/8% Notes due March 1, 1998 and the $200 million in 
     original principal amount of 8% Debentures due January 15, 
     2017, 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:

         The term "Guarantor" shall mean AETNA INC., a Connecticut 
     corporation, and, subject to the provisions of Section 15.06, 
     shall also include its successors and assigns.  

                                    2


         SECTION 1.03.  (a)  The definition of "Board of 
Directors" set forth in Section 1.01 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" therein.

         (b)  The definition of "Corporate Trust Office" set forth 
in Section 1.01 of the Indenture is hereby amended by replacing 
the address set forth therein with "750 Main Street, Suite 1114, 
Hartford, Connecticut 06103."

        (c)  The definition of "Officers' Certificate" set forth 
in Section 1.01 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" in the first sentence thereof.

         (d)  The definition of "Opinion of Counsel" set forth in 
Section 1.01 of the Indenture is hereby amended by inserting the 
words ", the Guarantor, as the case may be," immediately after the 
words "the Company" in the first sentence thereof.

         SECTION 1.04.  A new Article Fifteen is added to the 
Indenture to read in its entirety as follows:


                             ARTICLE FIFTEEN

                               Guarantee

              SECTION 15.01.  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 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 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 Company 
         or any action to enforce the same, or any other 
         circumstance that 

                                    3

         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 
         against the Company of any person in whose name any 
         Guaranteed Security is registered in respect of any 
         amounts paid to such person by the Guarantor pursuant to 
         the provisions of the Guarantee; provided, however, that 
         the Guarantor shall not, without the consent of the 
         holders in whose names all the Guaranteed Securities of 
         such series then outstanding are registered, 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 
         said holder of said 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 15.02.  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 2.06, 2.07 or 2.09 of this 
         Indenture, as evidence of the Guarantee set forth in 
         Section 15.01 hereof, the 

                                    4


         Guarantor hereby agrees that notation of such Guarantee 
         shall be endorsed on the reverse of such Guaranteed 
         Security in the form set forth in Section 15.03 hereof.  
         The Guarantee shall be executed on behalf of the 
         Guarantor by its chairman, a vice chairman, its 
         president, or any vice president and by any other vice 
         president, its treasurer, any assistant treasurer, its 
         corporate secretary or any assistant corporate 
         secretary under its corporate seal.  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 15.01 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 2.05 of this 
         Indenture shall have been signed by the Trustee.

              SECTION 15.03.  Form of Notation of Guarantee.  The 
         Guarantee shall be endorsed on the Guaranteed Securities 
         pursuant to Section 15.02 hereof in the following form:

                        [Form of Notation of Guarantee]


                                 GUARANTEE
                                    OF
                                 AETNA INC. 
                                
                                    5

              Aetna Inc., a Connecticut corporation (herein called 
         the "Guarantor", which term includes any successor 
         corporation under the Indenture referred to in the 
         Security upon which this Guarantee is endorsed), for 
         value received, hereby unconditionally guarantees to the 
         person in whose name is registered 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 maturity or upon 
         declaration of acceleration, call for redemption or 
         otherwise, according to the terms thereof and of the 
         Indenture dated as of October 15, 1986, as amended 
         (herein called the "Indenture"), between Aetna Services, 
         Inc. (herein called the "Company") and State Street Bank 
         and Trust Company, as successor 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 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 
         against the Company of the person in whose name said 
         Security is registered in respect of any amounts paid to 
         such person by the Guarantor pursuant to the provisions 
         of this Guarantee with respect to said Security, 

                                    6


         provided, however, that the Guarantor shall not, without 
         the consent of all persons in whose names all outstanding 
         Securities of the same series issued under the Indenture 
         that have been guaranteed by the Guarantor are 
         registered, 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 such Securities of 
         such 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 deemed to be a contract made 
         under the laws of the State of New York and shall be 
         construed for all purposes in accordance with the laws of 
         said State, except to the extent, if any, that 
         Connecticut law applies under mandatory provisions of 
         such law.

              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.

                                    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 15.04.  Reports by the Guarantor.  The 
         Guarantor covenants:

              (1)  to file with the Trustee, within 15 days after 
         the Guarantor is required to file the same with the 
         Commission, copies of the annual reports and of the 
         information, documents and other reports (or copies of 
         such portions of any of the foregoing as the Commission 
         may from time to time by rules and regulations prescribe) 
         which the Guarantor is required to file with the 
         Commission pursuant to Section 13 or Section 15(d) of the 
         Securities Exchange Act of 1934, or, if the Guarantor is 
         not required to file information, documents or reports 
         pursuant to either of said sections, then to file with 
         the Trustee and the Commission, in accordance with the 
         rules and regulations prescribed from time to time by the 
         Commission, such of the supplementary and periodic 
         information, documents and reports which may be required 
         pursuant to Section 13 of the Securities and Exchange 
         Act of 1934, in respect of a security listed and 
         registered on a national securities exchange, as may be 
         prescribed from time to time in such rules and 
         regulations;

              (2)  to file with the Trustee and the Commission, in 
         accordance with rules and regulations prescribed from 
         time to time by the Commission, such additional 
         information, documents and reports with respect to 
         compliance by the Guarantor with the conditions and 
         covenants of the Indenture as may be required from time 
         to time by such rules and regulations; and

              (3)  to transmit by mail to all holders of 
         Guaranteed Securities, as their names and addresses 
         appear on the register for each series of such Guaranteed 
         Securities, within 30 days after the filing thereof with 
         the Trustee, in the manner and to the extent provided in 
         paragraph (c) of Section 6.04 with 

                                    8

         respect to reports pursuant to paragraph (a) of Section 
         6.04, such summaries of any information, documents and 
         reports required to be filed by the Guarantor pursuant to 
         subsections (1) and (2) of this Section 15.04 as may be 
         required by rules and regulations prescribed from time to 
         time by the Commission.

              SECTION 15.05.  Guarantor's Statement as to 
         Compliance; Notice of Certain Events of Default.  The 
         Guarantor will, on or before May 1 in each year, 
         commencing with the year 1997, file with the Trustee a 
         certificate (which need not comply with Section 14.04) of 
         the principal executive officer, the principal financial 
         officer or the principal accounting officer of the 
         Guarantor as to his or her knowledge of the Guarantor's 
         compliance with all conditions and covenants on its part 
         contained in this Indenture, and, if the signer has 
         obtained knowledge of any continuing default by the 
         Guarantor in the performance, observance or fulfillment 
         of any such condition or covenant, specifying each such 
         default and the nature thereof.  For the purpose of this 
         Section 15.05, compliance shall be determined without 
         regard to any grace period or requirement of notice 
         provided pursuant to the terms of this Indenture.

              SECTION 15.06.  Guarantor May Consolidate, Merge or 
         Sell on Certain Terms.  Nothing contained in this 
         Indenture, in the Guaranteed Securities or in the 
         Guarantee shall be deemed to prevent the consolidation or 
         merger of the Guarantor with or into any other 
         corporation organized under the laws of the United 
         States, any State thereof or the District of Columbia 
         (including, without limitation, the Company), or the 
         merger into the Guarantor of any other corporation, 
         (including, without limitation, the Company), or the sale 
         by the Guarantor to any corporation organized under the 
         laws of the United States, any State thereof or the 
         District of Columbia (including, without limitation, the 
         Company), of its property and assets as, or substantially 
         as, an entirety, or otherwise; provided, however, (a) 
         that, in case of any such consolidation or merger, the 
         corporation resulting from such consolidation or any 
         corporation other than the Guarantor into which such 
         merger shall be made shall succeed to and be substituted 
         for the Guarantor with the same effect as if it had been 
         named herein as a party hereto and shall become liable 
         and be bound for, and shall expressly assume, by a 
         supplemental indenture hereto, executed and delivered 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 and observance of each and every covenant and 
         condition of this Indenture on the part of the Guarantor 
         to be performed or observed and (b) that, as a condition 
         of any such sale of the property and assets of the 
         Guarantor as, or substantially as, an entirety, the 
         corporation to which such property and assets shall be 
         sold shall (i) expressly assume, as a 

                                    9


         part of the purchase price thereof, the due and punctual 
         performance of the obligations of the Guarantor under the 
         Guarantee of the Guaranteed Securities then outstanding 
         and the performance and observance of all the covenants 
         and conditions of this Indenture on the part of the 
         Guarantor to be performed or observed, and (ii) 
         simultaneously with the delivery to it of the conveyances 
         or instruments of transfer of such property and assets, 
         execute and deliver to the Trustee a supplemental 
         indenture hereto, in form satisfactory to the Trustee, 
         whereby such purchasing corporation shall so assume the 
         due and punctual performance of the obligations of the 
         Guarantor under the Guarantee of the Guaranteed 
         Securities then outstanding and of the performance and 
         observance of each and every covenant and condition of 
         this Indenture on the part of the Guarantor to be 
         performed or observed, to the same extent that the 
         Guarantor is bound and liable.

              The Guarantor shall not consolidate with any other 
         corporation or accept a merger of any other corporation 
         into the Guarantor or permit the Guarantor to be merged 
         into any other corporation, or sell its properties and 
         assets as, or substantially as, an entirety, except upon 
         the terms and conditions set forth in this Section.  Upon 
         any consolidation or merger, or any sale of the 
         properties and assets of the Guarantor as, or 
         substantially as, an entirety in accordance with the 
         provisions of this Section, the corporation formed by 
         such consolidation or into which the Guarantor shall have 
         been merged or to which such sale shall have been made 
         shall succeed to and be substituted for the Guarantor 
         with the same effect as if it had been named herein a 
         party hereto and thereafter from time to time such 
         successor corporation may exercise each and every right 
         and power of the Guarantor under this Indenture, in the 
         name of the Guarantor or in its own name; and any act or 
         proceeding by any provision of this Indenture required or 
         permitted to be done by the Board of Directors or any 
         officer of the Guarantor may be done with like force and 
         effect by the like board or officer of any corporation 
         that shall at the time be the successor of the Guarantor 
         hereunder.  In the event of the sale by the Guarantor of 
         its properties and assets as, or substantially as, an 
         entirety upon the terms and conditions of this Section, 
         the Guarantor shall be released from all its liabilities 
         and obligations hereunder and under the Guarantee of the 
         Guaranteed Securities.

              SECTION 15.07.  Officers' Certificate and Opinion of 
         Counsel To Be Given to Trustee.  The Trustee, subject to 
         the provisions of Section 8.01, may receive an Officers' 
         Certificate and an Opinion of Counsel as conclusive 
         evidence that any such consolidation, merger or sale, and 
         any such assumption, complies with the provisions of this 
         Article Fifteen.

                                    10

              SECTION 15.08.  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 
         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 1.05.  Section 5.06 of the Indenture is 
hereby deleted and replaced in its entirety by the following:

              "Section 5.06.  Statement as to Compliance; Notice 
         of Certain Events of Default.  The Company will, on or 
         before May 1 in each year, commencing with the year 1997, 
         file with the Trustee a certificate (which need not 
         comply with Section 14.04) of the principal executive 
         officer, the principal financial officer or the principal 
         accounting officer of the Company as to his or her 
         knowledge of the Company's compliance with all conditions 
         and covenants on its part contained in this Indenture, 
         and, if the signer has obtained knowledge of any 
         continuing default by the Company in the performance, 
         observance or fulfillment of any such condition or 
         covenant, specifying each such default and the nature 
         thereof.  For the purpose of this Section 5.06, 
         compliance shall be determined without regard to any 
         grace period or requirement of notice provided pursuant 
         to the terms of this Indenture."

              SECTION 1.06.  Paragraph (a) of Section 6.03 of the 
Indenture is hereby deleted and replaced in its entirety by the 
following:

              "(a) to file with the Trustee, within 15 days after 
         the Company is required to file the same with the 
         Commission, copies of the annual reports and of the 
         information, documents and other reports (or copies of 
         such portions of any of the foregoing as the Commission 
         may from time to time by rules and regulations prescribe) 
         which the Company is required to file with the Commission 
         pursuant to Section 13 or Section 15(d) of the Securities 
         Exchange Act of 1934, or, if the Company is not required 
         to file information, documents or reports pursuant to 
         either of such sections, then to file with the Trustee 
         and the Commission, in accordance with rules and 
         regulations prescribed from time to time by the 
         Commission, such of the supplementary and periodic 
         information, documents and reports, if any, which may be 
         required pursuant to Section 13 of the Securities 
         Exchange Act of 1934 in respect of a guaranteed security 
         listed and registered on a national securities exchange 
         as may be prescribed from time to time in such rules and 
         regulations 

                                    11


         (including without limitation Commission Staff Accounting 
         Bulletin No. 53 or any successor thereto);".

              SECTION 1.07.  Section 7.05 of the Indenture is 
hereby amended (i) by inserting the words ", the Guarantor" after 
the words "the Company" in the fifth line thereof and (ii) by 
inserting the words "the Guarantor" after the words "the Company," 
in the seventh line thereof.

              SECTION 1.08.  Section 7.09 of the Indenture is 
hereby amended by inserting the words "the Guarantor" after the 
words "the Company," in the last sentence of such section.

              SECTION 1.09.  Section 8.02 of the Indenture is 
hereby amended by inserting the words "or of the Guarantor, as the 
case may be" after the words "the Company" both times such words 
appear in paragraph (b) of such section.

              SECTION 1.10.  Section 8.04 of the Indenture is 
hereby amended by inserting the words "or the Guarantor" after the 

              SECTION 1.11.  Section 8.06 of the Indenture is 
hereby amended as follows:

                   (a)  The words "Company covenants and agrees" 
         are replaced with the words "Company and the Guarantor, 
         jointly and severally, covenant and agree" both times 
         they appear in the first sentence thereof.

                   (b)  The words "Company also covenants" in the 
         second sentence thereof are replaced with the words 
         "Company and the Guarantor, jointly and severally, also 
         covenant."

                   (c)  The words "and the Guarantor" are inserted 
         after the word "Company" in the third sentence thereof.

              SECTION 1.12.  (a)  Paragraph (a) of Section 8.10 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.

              (b)  Paragraph (b) of Section 8.10 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.

                                    12


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

              (c)  Paragraph (c) of Section 8.10 of the 
Indenture is hereby amended by inserting the words "and the 
Guarantor" after the words "the Company" in such section.

                   SECTION 1.13.  Section 8.11 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 the 
first paragraph of such section, and (ii) by inserting the words 
"the Guarantor," after the words "the Company," in the third 
paragraph of such section.

                   SECTION 1.14.  Section 9.03 of the Indenture is 
hereby amended by inserting (i) the words "the Guarantor," after 
the word "Company" in the third line thereof and (ii) the words 
"nor the Guarantor" after the words "the Company" in the eleventh 
line thereof.

                   SECTION 1.15.  Section 10.01 of the Indenture 
is hereby amended by inserting the words "or to the Guarantor" 
after the words "the Company" in paragraph (a) of such section.

                   SECTION 1.16.  Section 10.03 of the Indenture 
is hereby amended (i) by inserting the words "or the Guarantor, 
pursuant to a resolution of its Board of Directors," after the 
words "Board of Directors," in the first sentence of such section 
and (ii) by inserting the words ", the Guarantor" after the words 
"the Company" in the third sentence of such paragraph.

                   SECTION 1.17.  Section 10.04 of the Indenture 
is hereby amended by inserting the words "and any representative 
of the Guarantor and its counsel" after the words "its counsel" in 
the last line thereof. 

                   SECTION 1.18.  Section 10.05 of the Indenture 
is hereby amended by inserting the words ", the Guarantor" after 
the words "the Company" each time such words appear in the first 
sentence of the second paragraph of such section.

                   SECTION 1.19.  Section 11.01 of the Indenture 
is hereby amended as follows:  

                   (a)  The words "the Guarantor, when authorized 
              by a resolution of its Board of Directors," are 
              inserted after the words "Board of Directors," in 
              the third line of such section. 

                                    13


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

                   (c)  The words "and Article Fifteen, 
              respectively" are inserted after the words "Article 
              Twelve" in paragraph (b) of such section. 

                   SECTION 1.20.  Section 11.02 of the Indenture 
is hereby amended as follows: 

                  (a)  The words "the Guarantor, when authorized 
         by a resolution of its Board of Directors," are inserted 
         after the words "Board of Directors," in the sixth line 
         of the first paragraph of such section.

                   (b)  The words "and the Guarantor" are inserted 
         after the words "the Company" each time such words appear 
         in the second paragraph of such section.

                   (c)  The words ", the Guarantor" are inserted 
         after the words "the Company" in the first line of the 
         last paragraph of such section.

                   SECTION 1.21.  Section 11.03 of the Indenture 
is hereby amended by inserting the words ", the Guarantor" after 
the words "the Company" in the sixth line thereof.

                   SECTION 1.22.  Section 11.06 of the Indenture 
is hereby amended by inserting the words "or the Guarantor" after 
the words "the Company" each time such words appear such section.

                   SECTION 1.23.  Section 13.01 of the Indenture 
is hereby amended as follows: 

                   (a)  The words "(or, in the case of the 
         Guaranteed Securities, the Company or the Guarantor)" are 
         inserted after the words "the Company" in the thirteenth 
         and nineteenth lines of the first sentence thereof.

                   (b)  The words ", and any related Guarantee of 
         such Securities" are inserted after the words "Securities 
         of such series" in the 22nd and 34th lines of the first 
         sentence thereof.

                   (c)  The words "or the Guarantor" are inserted 
         after the words "the Company" in the 30th line of the 
         first sentence thereof.

                   (d)  The words "and the Guarantor" are inserted 
        after the words "the Company" in the 32nd line of the 
        first sentence thereof.  

                                    14

                   (e)  The words "The Company agrees" in the 
         second sentence of Section 13.01 are deleted and replaced 
         with the words "The Company and the Guarantor jointly and 
         severally agree".  

                   SECTION 1.24.  Section 13.02 of the Indenture 
is hereby amended by inserting the words "and any related 
Guarantee of such Securities" after the words "Securities of a 
series" in the third line thereof.

                   SECTION 1.25.  (a)  The first nine lines of 
Section 13.05 of the Indenture are hereby deleted and replaced by 
the following:

                   "Defeasance Upon Deposit of Moneys or U.S. 
                   Government Obligations.  At the Company's 
                   option, either (a) the Company and the 
                   Guarantor shall be deemed to have been 
                   Discharged (as defined below) from their 
                   respective obligations with respect to any 
                   series of Securities and any related Guarantee 
                   of such Securities on the 91st day after the 
                   applicable conditions set forth below have been 
                   satisfied or (b) the Company and the Guarantor 
                   shall cease to be under any obligation to 
                   comply with any term, provision or condition 
                   set forth in Section 5.05, 12.01, 15.01 and 
                   15.06 with respect to any series of Securities 
                   at any time after the applicable conditions set 
                   forth below have been satisfied:"

                   (b)  The words "(or, in the case of the 
Guaranteed Securities, the Company or the Guarantor)" are inserted 
after the words "the Company" in clause (1) of such Section 13.05.

                   (c)  The definition of "Discharged" in Section 
13.05 of the Indenture is hereby amended by inserting the words 
"and the Guarantor" after the words "the Company" in the first and 
fifth lines thereof and the words "and any related Guarantee of 
such Securities" after the words "Securities of such series" in 
the fourth line thereof.

                   SECTION 1.26.  Section 14.02 of the Indenture 
is hereby amended by adding the words "or the Guarantor" after the 
words "the Company".

                   SECTION 1.27.  Section 14.03 of the Indenture 
is hereby amended as follows:

                   (a)  The words "or the Guarantor" are inserted 
              after the words "the Company" each time such words 
              appear in the first paragraph thereof.

                   (b)  The words "or to Aetna Inc., 151 
              Farmington Avenue, Hartford, Connecticut 06156, and 
              marked for the attention of the Treasurer" are 
              inserted after the word "Treasurer" in the first 
              paragraph thereof.

                                    15

                   (c)  The words ", the Guarantor" are inserted 
              after the words "the Company" each time such words 
              appear in the second and third paragraphs of such 
              section.  

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, upon 
receiving or furnishing any notice or communication under the 
Indenture, as amended hereby, the Company promptly will provide a 
copy thereof to the Guarantor.

              SECTION 1.28.  The second paragraphs of Sections 
5.02 and 14.03 are hereby amended to change the name and address 
of the Trustee's agency office in New York, New York to "State 
Street Bank and Trust Company, 61 Broadway, Corporate Trust 
Window, Concourse Level, New York, New York 10006.

              SECTION 1.29.  Section 14.04 of the Indenture is 
hereby amended by inserting the words "(other than a certificate 
delivered pursuant to Section 5.06 or 15.05 hereof)" after the 
words "this Indenture" in the fourth line of such section.


                            ARTICLE 2

                          MISCELLANEOUS

         SECTION 2.01.  Effectiveness.  This First Indenture 
Supplement shall take effect as of the date hereof.

         SECTION 2.02.  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 2.03.  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 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 2.04.  Governing Law.  This First Indenture 
Supplement shall be deemed to be a contract made under the laws of 
the State of New York and shall be construed for all purposes in 
accordance with the laws of said State, except to 

                                    16


the extent, if any, that Connecticut law applies under mandatory 
provision of such law.

         SECTION 2.05.  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.


                                    17


         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, as Trustee

         [Seal]

                                   By /s/ James E. Mogavero      
                                     ____________________________


Attest:

/s/ Andrew M. Sinasky 
______________________

                                   18

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] resides at 44 Stonegate, Farmington, CT  
06032, that [he] is the Vice President, Corporate Finance of Aetna 
Services, Inc., one of the corporations described in and which 
executed the above instrument; that [he] 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] signed [his] 
name thereto by like authority.



                                   /s/ Joanne R. Jensen     
                                   _________________________
                                          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] resides at 44 Stonegate, Farmington, CT  
06032, that [he] is the Vice President, Corporate Finance of Aetna 
Inc., one of the corporations described in and which executed the 
above instrument; that [he] 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] signed [his] name 
thereto by like authority.




                                   /s/ Joanne R. Jensen     
                                   _________________________
                                          Notary Public     


                                    19



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] resides at 6 Adele Circle, Wakefield, MA  
01880, that [he] is an Assistant Vice President of State Street 
Bank and Trust Company, one of the corporations described in and 
which executed the above instrument; that [he] 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] signed [his] name thereto by like authority.




                                    s/ Laura L. Shepherd          
                                   _______________________________
                                          Notary Public        



                                    20
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