Aetna Inc/PA – ‘8-A12B’ on 6/18/01

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Registration of a Class of Securities   —   Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12B      Registration of a Class of Securities                  3     13K 
 2: EX-99.F     Miscellaneous Exhibit                                  6     23K 

8-A12B   —   Registration of a Class of Securities
Document Table of Contents

8-A12B
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================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

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

FORM 8-A
 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
 PURSUANT TO SECTION 12(b) OR 12(g) OF THE
 SECURITIES EXCHANGE ACT OF 1934

AETNA INC.
--------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)

   PENNSYLVANIA                                 23-2229683
----------------------------------------       ---------------------------------
(State of Incorporation or Organization)       (IRS Employer Identification no.)

151 Farmington Avenue, Hartford, CT                       06156           
-------------------------------------------    ---------------------------------
(Address of Principal Executive Offices)                 (Zip Code)         

If this Form relates to the                If this Form relates to the          
registration of a class of securities      registration of a class of securities
pursuant to Section 12(b) of the           pursuant to Section 12(g) of the     
Exchange Act and is effective              Exchange Act and is effective        
pursuant to General Instruction            pursuant to General Instruction      
A.(c), please check the following          A.(d), please check the following    
box. [X]                                   box. [ ]                             

Securities Act registration statement file number to which this form relates:   
333-54046                                                                       

Securities to be registered pursuant to Section 12(b) of the Act:               

Title of Each Class                      Name of Each Exchange on Which   
to be so Registered                      Each Class is to be Registered   
-------------------                      ------------------------------   

8.5% Senior Notes due 2041                    THE NEW YORK STOCK EXCHANGE       

Securities to be registered pursuant to Section 12(g) of the Act:               

None
--------------------------------------------------------------------------------
(Title of Class)

================================================================================

8-A12B
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Item 1.   Description of the Registrant's Securities to be Registered.

  The title of the class of securities to be registered hereunder is: 8.5%
Senior Notes due 2041 (the "Senior Notes") in the aggregate principal amount of 
$700,000,000. A description of the Senior Notes is set forth under the caption  
"Description of Debt Securities" and "Form of Debt Securities" in the prospectus
included within Amendment No. 1 to the Registration Statement of Aetna Inc. (the
"Registrant") on Form S-3 (Registration No. 333-54046) (the "Registration       
Statement") filed February 14, 2001 as supplemented by the information under the
caption "Description of Notes" in the prospectus supplement dated June 11, 2001 
and filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended  
(the "Act"), which description is incorporated herein by reference.             

Item 2.   Exhibits.                                                   

The following documents are filed as exhibits hereto:                 

     (A) Form of Amended and Restated Articles of Incorporation of Aetna
Inc. (formerly Aetna U.S. Healthcare Inc.), incorporated herein by reference to 
Exhibit 3.1 to Amendment No. 2 to Aetna Inc.'s Registration Statement on Form 10
filed on December 1, 2000.                                                      

      (B) Form of Amended and Restated By-laws of Aetna Inc., incorporated
herein by reference to Exhibit 3.2 to Amendment No. 2 to Aetna Inc.'s           
Registration Statement on Form 10 filed on December 1, 2000.                    

        (C) Form of Aetna Inc. Common Share certificate, incorporated herein
by reference to Exhibit 4.1 to Amendment No. 2 to Aetna Inc.'s Registration     
Statement on Form 10 filed on December 1, 2000.                                 

     (D) Form of Rights Agreement between Aetna Inc. and EquiServe Trust
Company, N.A., as Rights Agent, incorporated herein by reference to Exhibit 4.2 
to Amendment No. 2 to Aetna Inc.'s Registration Statement on Form 10 filed on   
December 1, 2000.                                                               

       (E) Form of Senior Indenture between Aetna Inc. and State Street Bank
and Trust Company, incorporated herein by reference to Exhibit 4.1 to the Aetna 
Inc.'s Registration Statement on Form S-3 (Registration No. 333-54046) filed    
with the Commission on January 19, 2001.                                        

(F) Form of 8.5% Senior Notes due 2041.                       

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8-A12B
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 SIGNATURE

       Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this Registration Statement to be   
signed on its behalf by the undersigned, thereunto duly authorized.             

          AETNA INC.
            (Registrant)

Date: June 18, 2001                     By:  /s/ Alfred P. Quirk, Jr.           
                                         -------------------------------------
                                   Name:  Alfred P. Quirk, Jr.
                                          Title: Vice President, Finance and
                                       Treasurer

 3

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-A12B’ Filing		Date		First		Last			Other Filings
Filed on:		6/18/01		3
		6/11/01		2
		2/14/01		2					8-K,  S-3/A,  SC 13G
		1/19/01		2					S-3
		12/1/00		2					10-12B/A
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