Sec Form 4 Filing - JORDAN MICHAEL H @ AETNA INC /PA/ - 2007-02-09

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person JORDAN MICHAEL H 2. Issuer Name and Ticker or Trading Symbol AETNA INC /PA/ [ AET] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1357 PROSPECT ROAD 3. Date of Earliest Transaction (MM/DD/YY) 02/09/2007 (Street) PITTSBURGH, PA15227 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price COMMON STOCK 02/12/2007 M 336 A 12,336 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Units ( 1 ) 02/09/2007 A 1,391 ( 2 ) ( 2 ) COMMON STOCK 1,391 ( 1 ) 1,391 D Restricted Stock Units ( 1 ) 02/12/2007 M 336 ( 3 ) ( 3 ) COMMON STOCK 336 ( 1 ) 668 D PHANTOM STOCK UNITS ( 2 ) 11/30/2006 M V 0.504 ( 4 ) ( 4 ) COMMON STOCK 0.504 ( 1 ) 520.504 ( 5 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other JORDAN MICHAEL H 1357 PROSPECT ROAD PITTSBURGH, PA15227 X Signatures MICHAEL H. JORDAN BY Paige L. Falasco, ATTORNEY IN FACT 02/12/2007 Signature of Reporting Person Date

Explanation of Responses:

( 1 )RESTRICTED STOCK UNITS ARE CONVERTIBLE INTO COMMON STOCK ON A ONE-FOR-ONE BASIS. ( 2 )RESTRICTED STOCK UNITS GRANTED UNDER THE AETNA INC. NONEMPLOYEE DIRECTOR COMPENSATION PLAN (THE "PLAN"). SUBJECT TO TERMS OF THE PLAN, THE UNITS WILL VEST IN THREE ANNUAL INSTALLMENTS BEGINNING FEBRUARY 9, 2008 [464 UNITS), FEBRUARY 9, 2009 (463 UNITS) AND FEBRUARY 9, 2010 (464 UNITS). ( 3 )RESTRICTED STOCK UNITS GRANTED UNDER THE PLAN . THE UNITS VEST IN THREE ANNUAL INSTALLMENTS BEGINNING FEBRUARY 10, 2007 (336 UNITS), FEBRUARY 10, 2008 (334 UNITS) AND FEBRUARY 10, 2009 (334 UNITS). ( 4 )UNITS ACCRUED UNDER THE PLAN PURSUANT TO DEFERRAL OF VESTED RESTRICTED STOCK UNITS. UNITS ARE SETTLED IN AETNA COMMON STOCK UPON REPORTING PERSON'S RETIREMENT. ( 5 ).504 UNITS ACCRUED UNDER THE PLAN PURSUANT TO REINVESTMENT OF DIVIDEND EQUIVALENTS ON NOVEMBER 30, 2006.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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