The transaction includes NYLCare Health Plans of the Gulf Coast and NYLCare Health Plans of the Southwest, with approximately 531,000 HMO/POS members and 20,000 PPO members, including: approximately 361,000 NYLCare HMO/POS members in the Houston, Austin, San Antonio, Corpus Christi and Beaumont areas and 170,000 NYLCare HMO/POS members in the Dallas-Fort Worth, San Angelo, Texarkana and Amarillo areas. Aetna U.S. Healthcare will retain approximately 105,000 NYLCare 65 Texas Medicare members through a reinsurance and administrative services agreement. The transaction is subject to regulatory approval and expected to close by the first quarter of 2000.

"We are very pleased to have succeeded in finalizing this agreement, as it’s rare for such a substantial group of members to become available in several major metropolitan areasat the same time," said Pat Hemingway Hall, HCSC executive vice president and chiefoperating officer of Blue Cross and Blue Shield of Texas. "This provides a tremendous opportunity to strengthen our product offerings and gain additional efficiencies, while building on our commitment to serve as many Texans as we can and extending our efforts to enhance the cost-effectiveness and accessibility of health care for ourmembers." The transaction would increase Blue Cross and Blue Shield of Texas’ overall membership in the state to nearly 2.7 million, including approximately 806,000 HMO members.

"The sale will fulfill Aetna’s commitment to divest the NYLCare commercial HMO businesses in Texas, and allows us to focus our energies fully on integrating Prudential HealthCare and delivering greater value to our members," said Richard L. Huber, Aetna Chairman and CEO.

Under an agreement with the U.S. Department of Justice and the Texas Attorney General in conjunction with their approval of the Prudential HealthCare acquisition, Aetna had agreed to divest the NYLCare commercial HMO businesses in the Dallas/Fort Worth and Houston markets.

Following the sale, Aetna U.S. Healthcare would remain a leader in the Texas market, with approximately 2.4 million health members statewide, including 1.1 million HMO members. Aetna plans to use the proceeds of the sale for general corporate purposes, including share repurchases and debt repayment, Huber noted.

Following completion of the transaction, the NYLCare Texas operations would remainlargely in place during a transition period to avoid potential interruption in service for members, employers or providers.

"Our Texas NYLCare 65 members still will have access to the same network ofphysicians," said Michael J. Cardillo, president of Aetna U.S. Healthcare. Cardillo noted that the Texas NYLCare 65 Medicare members will stay with their health plan, which willbe administered by Aetna U.S. Healthcare.

As the first and largest not-for-profit health coverage provider in the state, Blue Cross and Blue Shield of Texas provides coverage for more than 2.1 million customers, offering a full spectrum of individual health coverage and employee benefit programs, including fee-for-service plans, HMOs, PPOs and medical savings accounts.

Aetna is a leading provider of health and retirement benefit plans and financial services, with three core businesses: Aetna U.S. Healthcare, Aetna Retirement Services and Aetna International. The company provides nearly 40 million people worldwide with quality products, services and information that help them manage best what matters most: their health and financial well-being.

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AETNA CAUTIONARY STATEMENT – Certain information in this press release is forward looking including, but not limited to, statements concerning the Prudential HealthCare acquisition and agreement to sell the NYLCare Texas operations. That information is based on management’s estimates, assumptions and projections, and is subject to significant uncertainties, many of which are beyond the control of the company. Important risk factors could cause Aetna’s actual future results and other future events to differ materially from those currently estimated by management. Those risk factors include, but are not limited to: the ability to successfully integrate the Prudential HealthCare transaction on a timely basis and in a cost-efficient manner and to achieve projected operating earnings targets for the acquisition (which also is affected by the adequacy of certain contractual protections, and the ability to eliminate duplicative administrative functions and integrate management information systems); the ability to successfully close the sale of the NYLCare Texas operations on a timely basis (which also is affected by the receipt of required regulatory approvals); adverse government regulation; unanticipated increases in medical costs, including pharmacy costs and those resulting from changes in contracting or recontracting with providers; adverse pricing actions by government payors; changes in size and product mix of membership in key markets; ability of the company and its external relationships to resolve Year 2000 issues; the effect of interest rate changes on financing costs; and litigation. For further discussion of important risk factors that may materially affect Aetna’s results and the forward-looking statements herein, please see the risk factors contained in Aetna’s Securities and Exchange Commission filings, which risk factors are incorporated herein by reference. You also should read those filings, particularly Aetna’s 1998 Report on Form 10-K and Report on Form 10-Q for the quarter ended June 30, 1999 for a discussion of Aetna’s results of operations and financial condition.

* A mutual Legal Reserve Company, an independent licensee of the Blue Cross and Blue Shield Association.

Information about Blue Cross and Blue Shield of Texas is available at http://www.bcbstx.com

Information about Aetna is available at www.aetna.com

1 Subject to customary closing adjustments, as well as adjustments related to membership levels.

For more information about Aetna Inc., please visit the company's website at www.aetna.com.