SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
 

FORM 8-K
 
CURRENT REPORT
Pursuant To Section 13 or 15(d) of
the Securities Exchange Act of 1934
 
Date of report (Date of earliest event reported):  November 29, 2007
 
Aetna Inc.
(Exact Name of Registrant
as Specified in Charter)
 
     
     
 
Pennsylvania
1-16095
23-2229683
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
151 Farmington Avenue, Hartford, CT
  
06156
(Address of Principal Executive Offices)
  
(Zip Code)
 
     
Registrant’s telephone number, including area code:  (860) 273-0123
 
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
     
 
Section 1 – Registrant’s Business and Operations

Item 1.01  Entry into a Material Definitive Agreement.
 
On November 29, 2007, Aetna Inc. (the “Company”) executed a Pricing Agreement (the “Pricing Agreement”) with Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated, as representatives of the underwriters named in Schedule I thereto (together, the “Underwriters”), pursuant to which the Company agreed to issue and sell to the Underwriters $700 million aggregate principal amount of its 6.75% senior notes due December 15, 2037 (the “Senior Notes”).  The Pricing Agreement incorporated by reference the terms of a previously-filed Underwriting Agreement (the “Underwriting Agreement”) of the Company dated as of June 6, 2006.  The sale of the Senior Notes was registered with the Securities and Exchange Commission in a Registration Statement on Form S-3, File No. 333-130126.  The Senior Notes were offered pursuant to a prospectus dated December 5, 2005 and a prospectus supplement dated November 29, 2007.  The closing of the sale of the Senior Notes occurred on December 4, 2007.
 
The Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report, and the Pricing Agreement, which is filed as Exhibit 1.2 to this Current Report, are incorporated by reference herein in response to this Item 1.01.

Section 7 – Regulation FD

Item 7.01  Regulation FD Disclosure.
 
On December 4, 2007, the Company issued a press release announcing the completion of the offering and sale of the Senior Notes.  A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report.

Section 8 – Other Events

Item 8.01  Other Events.
 
In connection with the offering and sale of the Senior Notes, an officers’ certificate of the Company was executed to establish and designate the Senior Notes and the terms and characteristics of the Senior Notes (the “Officers’ Certificate”).  The Senior Notes were issued, and the Officers’ Certificate was executed, pursuant to the Senior Indenture dated as of March 2, 2001 between the Company and U.S. Bank National Association, as successor in interest to State Street Bank and Trust Company, as trustee.
 
The Officers’ Certificate is filed as Exhibit 4.1 to this Current Report and is incorporated by reference herein in response to this Item 8.01.

Section 9 – Financial Statements and Exhibits

Item 9.01  Financial Statements and Exhibits

(d) Exhibits
 
 
Exhibit
Number
  
Description
       
 
  1.1
  
Underwriting Agreement of Aetna Inc. dated as of June 6, 2006, incorporated herein by reference to Exhibit 1.1 to Aetna Inc.’s Current Report on Form 8-K filed on June 9, 2006
 
  1.2
  
Pricing Agreement between Aetna Inc. and Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated, as representatives of the Underwriters named in Schedule I thereto, dated as of November 29, 2007
 
  4.1
  
Officers’ Certificate dated December 4, 2007 establishing and designating the Senior Notes
 
99.1
  
Press Release of Aetna Inc. dated December 4, 2007
 


SIGNATURES
 
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
      AETNA INC.  
      (Registrant)  
   
   
Date:
December 4, 2007
   By:   /s/ Ronald M. Olejniczak   
        Name:   
Ronald M. Olejniczak 
  
        Title:
Vice President and Controller