VARIABLE ANNUITY ACCOUNT B OF AETNA LIFE INS & ANNUITY CO
N-4 EL/A, 1995-11-30
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<PAGE>

As filed with the Securities and Exchange            Registration No. 33-88722
Commission on November 30, 1995                      Registration No. 811-2512

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                  FORM N-4

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

           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                       Pre-Effective Amendment No. 1

                               and Amendment to

        REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

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

    Variable Annuity Account B of Aetna Life Insurance and Annuity Company
                          (EXACT NAME OF REGISTRANT)

                   Aetna Life Insurance and Annuity Company
                             (NAME OF DEPOSITOR)

           151 Farmington Avenue, RE4C, Hartford, Connecticut 06156
       (ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

      Depositor's Telephone Number, including Area Code:  (860) 273-7834

                           Susan E. Bryant, Counsel
                   Aetna Life Insurance and Annuity Company
          151 Farmington Avenue, RE4C, Hartford, Connecticut  06156
                   (NAME AND ADDRESS OF AGENT FOR SERVICE)

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

Approximate Date of Proposed Public Offering:  As soon as practicable after
the effective date of this Registration Statement.

It is proposed that this filing will become effective on December 29, 1995.

Pursuant to Rule 24f-2 under the Investment Company Act of 1940, Registrant
has registered an indefinite number of securities under the Securities Act of
1933.  Registrant filed a Rule 24f-2 Notice for the fiscal year ended
December 31, 1994 on February 28, 1995.


<PAGE>


                          VARIABLE ANNUITY ACCOUNT B
                            CROSS REFERENCE SHEET


Form N-4
Item No.                Part A (Prospectus)                    Location
- --------                -------------------                    --------

   1      Cover Page................................... Cover Page

   2      Definitions.................................. Definitions

   3      Synopsis or Highlights....................... Prospectus Summary;
                                                         Fee Table

   4      Condensed Financial Information.............. Condensed Financial
                                                         Information

   5      General Description of Registrant, Depositor,
          and Portfolio Companies...................... The Company, The
                                                         Separate Account
                                                         and Description of
                                                         the Funds

   6      Deductions and Expenses...................... Charges and Deductions;
                                                         Distribution

   7      General Description of Variable Annuity
          Contracts.................................... Contracts;
                                                         Miscellaneous

   8      Annuity Period............................... Annuity Period

   9      Death Benefit................................ Death Benefit

  10      Purchases and Contract Value................. Purchase; Determining
                                                         Contract Value

  11      Redemptions.................................. Contracts - Withdrawals
                                                         During the Accumulation
                                                         Period; Contracts -
                                                         Right to Cancel

  12      Taxes........................................ Tax Status

  13      Legal Proceedings............................ Miscellaneous - Legal
                                                        Proceedings

  14      Table of Contents of the Statement of
          Additional Information....................... Statement of Additional
                                                        Information - Table of
                                                        Contents


<PAGE>

Form N-4
Item No.    Part B (Statement of Additional Information)       Location
- --------    --------------------------------------------       --------

  15       Cover Page................................... Cover page

  16       Table of Contents............................ Table of Contents

  17       General Information and History.............. General Information
                                                         and History

  18       Services..................................... General Information
                                                         and History;
                                                         Independent Auditors

  19       Purchase of Securities Being Offered......... Offering and Purchase
                                                         of Contracts

  20       Underwriters................................. Offering and Purchase
                                                         of Contracts

  21       Calculation of Performance Data.............. Performance Data;
                                                         Average Annual Total
                                                         Return Quotations

  22       Annuity Payments............................. Annuity Payments

  23       Financial Statements......................... Financial Statements



                   Part C (Other Information)
                   --------------------------


Information required to be included in Part C is set forth under the
appropriate item, so numbered, in Part C to this Registration Statement.


<PAGE>
INFORMATION   CONTAINED  HEREIN  IS  SUBJECT   TO  COMPLETION  OR  AMENDMENT.  A
REGISTRATION STATEMENT  RELATING TO  THESE SECURITIES  HAS BEEN  FILED WITH  THE
SECURITIES  AND EXCHANGE  COMMISSION. THESE SECURITIES  MAY NOT BE  SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR  TO THE TIME THE REGISTRATION STATEMENT  BECOMES
EFFECTIVE.  THIS  PROSPECTUS  SHALL  NOT  CONSTITUTE AN  OFFER  TO  SELL  OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE  SECURITIES
IN  ANY STATE IN WHICH SUCH OFFER,  SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
                    AETNA LIFE INSURANCE AND ANNUITY COMPANY
    151 Farmington Avenue, Annuity Operations, Hartford, Connecticut 06156,
                           Telephone: 1-800-525-4225
                           VARIABLE ANNUITY ACCOUNT B
                      Prospectus Dated:            , 1996
               AETNAPLUS -- GROUP VARIABLE ANNUITY CONTRACTS FOR
                 EMPLOYER-SPONSORED DEFERRED COMPENSATION PLANS
                     HEALTHCARE DEFERRED COMPENSATION PLANS

This Prospectus describes  group deferred variable  annuity contracts issued  by
Aetna Life Insurance and Annuity Company ("Company," "us" or "we"). The Contract
allows   lump-sum  payments  and  installment  payments.  See  "Contracts."  The
Contracts are designed for use in connection with retirement programs for select
management and highly compensated healthcare employees in plans formerly carried
under the American  Hospital Association endorsement  ("Plans"). Such plans  may
be:  (1) employer-sponsored deferred compensation  plans sponsored by tax-exempt
organizations for deferrals not subject to  Section 457 of the Internal  Revenue
Code  of  1986,  as  amended  ("Code") or  by  taxable  organizations  for their
employees and/or  independent  contractors  ("Non-Section 457  Plans");  or  (2)
employer-sponsored   deferred   compensation  plans   sponsored   by  tax-exempt
organizations for  deferrals that  are subject  to Code  Section 457  for  their
employees and/or independent contractors ("Section 457 Plans").

Purchase  Payments made to an Account may  be directed by the Contract Holder or
you, if permitted  by the Contract  Holder, to  (i) a fixed  account (the  Fixed
Account  or the Fixed Plus  Account, depending on which  are available under the
Contract) (see Appendices II and III); (ii) the Guaranteed Accumulation Account,
if qualified  for sale  in your  state (see  Appendix I);  or (iii)  a  separate
account  (Variable  Annuity Account  B) for  investment  in one  or more  of the
following variable fund options ("Funds"):

 - AETNA VARIABLE FUND                  - FIDELITY VIP GROWTH PORTFOLIO
 - AETNA INCOME SHARES                  - FIDELITY VIP OVERSEAS PORTFOLIO
 - AETNA VARIABLE ENCORE FUND           - JANUS ASPEN AGGRESSIVE GROWTH
 - AETNA INVESTMENT ADVISERS FUND,      PORTFOLIO
 INC.                                   - JANUS ASPEN BALANCED PORTFOLIO
 - AETNA ASCENT VARIABLE PORTFOLIO      - JANUS ASPEN FLEXIBLE INCOME
 - AETNA CROSSROADS VARIABLE PORTFOLIO  PORTFOLIO
 - AETNA LEGACY VARIABLE PORTFOLIO      - JANUS ASPEN GROWTH PORTFOLIO
 - ALGER AMERICAN GROWTH PORTFOLIO      - JANUS ASPEN SHORT-TERM BOND
 - ALGER AMERICAN SMALL CAP PORTFOLIO   PORTFOLIO
 - CALVERT RESPONSIBLY INVESTED         - JANUS ASPEN WORLDWIDE GROWTH
 BALANCED PORTFOLIO                     PORTFOLIO
 - FIDELITY VIP II CONTRAFUND           - LEXINGTON NATURAL RESOURCES TRUST
 PORTFOLIO                              - NEUBERGER & BERMAN GROWTH PORTFOLIO
 - FIDELITY VIP EQUITY-INCOME           - SCUDDER INTERNATIONAL PORTFOLIO
 PORTFOLIO                              - TCI PORTFOLIOS, INC. -- TCI GROWTH

Your Plan may limit your  choices to fewer than all  of the Funds listed  above.
Consult  your employer and/or your enrollment materials to determine which Funds
are available. See "Description of the Funds."

This Prospectus  sets forth  concisely the  information about  Variable  Annuity
Account  B  ("Account  B")  that  a  prospective  investor  should  know  before
investing. Additional information about Account B is contained in a Statement of
Additional Information ("SAI") dated                     , which has been  filed
with  the  Securities  and Exchange  Commission  and is  incorporated  herein by
reference. The Table of Contents for the SAI is found in this Prospectus. An SAI
may be obtained without charge by indicating your request on the enrollment form
or on  the  prospectus  receipt  contained in  this  Prospectus  or  by  calling
1-800-525-4225.

THIS  PROSPECTUS IS VALID  ONLY WHEN ACCOMPANIED BY  THE CURRENT PROSPECTUSES OF
THE FUNDS AND GUARANTEED ACCUMULATION  ACCOUNT. ALL PROSPECTUSES SHOULD BE  READ
AND RETAINED FOR FUTURE REFERENCE.

THE  SECURITIES OFFERED BY THIS PROSPECTUS HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND  EXCHANGE COMMISSION OR  ANY STATE SECURITIES  COMMISSION
PASSED  UPON THE ACCURACY OR ADEQUACY  OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.

NO PERSON  IS AUTHORIZED  BY THE  COMPANY TO  GIVE INFORMATION  OR TO  MAKE  ANY
REPRESENTATIONS,  OTHER THAN THOSE  CONTAINED IN THIS  PROSPECTUS, IN CONNECTION
WITH  THE  OFFERS  CONTAINED  IN  THIS  PROSPECTUS.  THIS  PROSPECTUS  DOES  NOT
CONSTITUTE  AN  OFFERING IN  ANY  JURISDICTION IN  WHICH  SUCH OFFERING  MAY NOT
LAWFULLY BE MADE.

The Company has  filed a registration  statement (the "Registration  Statement")
with  the SEC under the Securities Act of 1933 relating to the Contracts offered
by this Prospectus. This prospectus has been filed as a part of the Registration
Statement and  does  not  contain  all  of the  information  set  forth  in  the
Registration  Statement  and  its exhibits.  Reference  is hereby  made  to such
Registration Statement  and exhibits  for further  information relating  to  the
Company  and the Contracts.  The Registration Statement and  its exhibits may be
inspected and copied at the public reference facilities of the SEC at Room 1024,
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
<PAGE>
                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                        Page
<S>                                                                                                   <C>
DEFINITIONS.........................................................................................          4
PROSPECTUS SUMMARY..................................................................................          6
FEE TABLE...........................................................................................          7
PERFORMANCE DATA....................................................................................         12
THE COMPANY, THE SEPARATE ACCOUNT AND DESCRIPTION OF THE FUNDS......................................         13
      The Company...................................................................................         13
      The Separate Account..........................................................................         13
      Description of the Funds......................................................................         13
      Fund Investment Advisers......................................................................         15
      Shared and Mixed Funding......................................................................         16
      Additional Funds, Limitations on Selection of Funds and Substitution of Funds.................         17
PURCHASE
      Contract Purchase.............................................................................         17
      Purchase Payments.............................................................................         18
      Minimum and Maximum Purchase Payments.........................................................         18
      Allocating Purchase Payments..................................................................         18
      Designations of Annuitant.....................................................................         18
      Distribution..................................................................................         18
DETERMINING CONTRACT VALUE
      Accumulation Units............................................................................         19
      Net Investment Factor.........................................................................         19
CONTRACTS
      General.......................................................................................         20
      Right to Cancel...............................................................................         20
      Rights Under the Contract.....................................................................         20
      Allocation Changes and Transfers..............................................................         20
      Withdrawals During Accumulation Period........................................................         20
CHARGES AND DEDUCTIONS
      Mortality and Expense Risk Charges............................................................         22
      Administrative Expense Charge.................................................................         22
      Fund Expenses.................................................................................         22
      Charges for Withdrawals (Deferred Sales Charge)...............................................         22
      Premium Tax...................................................................................         24
ADDITIONAL WITHDRAWAL OPTIONS
      General.......................................................................................         24
      Estate Conservation Option....................................................................         25
      Systematic Withdrawal Option..................................................................         25
ANNUITY PERIOD
      Annuity Period Elections......................................................................         25
      Annuity Options...............................................................................         27
</TABLE>

2
<PAGE>
<TABLE>
<CAPTION>
                                                                                                        Page
DEATH BENEFIT
<S>                                                                                                   <C>
      Accumulation Period...........................................................................         28
      Annuity Period................................................................................         28
TAX STATUS
      Introduction..................................................................................         29
      Taxation of the Company.......................................................................         29
      Tax Status of the Contract....................................................................         30
      Section 457 Plans.............................................................................         30
      Plans of Non-Section 457 Tax-Exempt Organizations and Taxable Organizations...................         31
      Possible Changes in Taxation..................................................................         31
      Other Tax Consequences........................................................................         31
MISCELLANEOUS
      Voting Rights.................................................................................         32
      Modification of the Contract..................................................................         32
      Contract Holder Inquiries.....................................................................         32
      Telephone Transfers...........................................................................         33
      Transfer of Ownership; Assignment.............................................................         33
      Legal Proceedings.............................................................................         33
      Legal Matters.................................................................................         33
STATEMENT OF ADDITIONAL INFORMATION--TABLE OF CONTENTS..............................................         34
APPENDIX I--Guaranteed Accumulation Account.........................................................         35
APPENDIX II--Fixed Account..........................................................................         36
APPENDIX III--Fixed Plus Account....................................................................         37
</TABLE>

                                                                               3
<PAGE>
                                  DEFINITIONS

As used in this Prospectus, the following terms have the meanings shown:

ACCOUNT:  A record established for each Participant, as directed by the Contract
Holder, to identify Contract values during the Accumulation Period.

ACCOUNT VALUE:  The  dollar value  of  amounts held  in  an Account  as  of  any
Valuation  Period, including the  value of the Accumulation  Units in the Funds,
the amounts held in the Guaranteed Accumulation Account ("GAA"), and any amounts
invested in the  Fixed Account or  Fixed Plus Account,  plus interest earned  on
those amounts.

ACCOUNT  OR  PLAN  ACCOUNT YEAR:  The  period  of 12  months  measured  from the
Account's Effective Date or from an anniversary of such Effective Date.

ACCUMULATION PERIOD: The period during which Purchase Payment(s) credited to  an
Account are invested to fund future annuity payments.

ACCUMULATION  UNIT:  A  measure of  the  value  of the  Separate  Account assets
attributable to each Fund used as a variable funding option.

AGGREGATE PURCHASE PAYMENT(S): The sum of  all Purchase Payment(s) made under  a
Contract.

ANNUITANT: A natural person on whose life an Annuity payment is based.

ANNUITY:  A series of payments for life,  for a definite period or a combination
of the two.

ANNUITY PERIOD: The period during which Annuity payments are made.

ANNUITY UNIT: A measure of the  value attributable to each Fund selected  during
the Annuity Period.

BENEFICIARY: The Contract Holder is the Contract beneficiary.

CODE: The Internal Revenue Code of 1986, as amended.

COMPANY: Aetna Life Insurance and Annuity Company, referred to as "us" or "we."

CONTRACT:  The  group  deferred,  variable  annuity  contracts  offered  by this
Prospectus.

CONTRACT HOLDER: The entity to which the Contract is issued. The Contract Holder
has all  right, title  and interest  in  amounts held  under the  Contract.  The
Contract Holder is the Contract beneficiary.

DISTRIBUTOR(S):  The registered broker-dealer(s) which have entered into selling
agreements with the  Company to offer  and sell the  Contracts. The Company  may
also serve as a Distributor.

EFFECTIVE  DATE:  The  date  the  Company  accepts  and  approves  the  Contract
application or enrollment form, as applicable.

FUNDS: The mutual funds offered as  variable funding options for the  investment
of assets of the Separate Account under the Contracts.

GAA:  Guaranteed Accumulation Account,  a credited interest  option available in
certain jurisdictions for deposits under the Contract.

HOME OFFICE: The Company's principal executive offices located at 151 Farmington
Avenue, Hartford, Connecticut 06156.

NET  PURCHASE  PAYMENT(S):  The  Purchase  Payment(s)  less  premium  taxes,  if
applicable.

NON-SECTION   457  PLAN(S):   Employer-sponsored  deferred   compensation  plans
sponsored by tax-exempt organizations for deferrals not subject to Code  Section
457  and  by  taxable  organizations  for  their  employees  and/or  independent
contractors.

PARTICIPANT: An eligible person participating in  a Plan, referred to as  "you."
Participants have no rights to the assets accumulated under the Plan.

PLAN(S):  Employer-sponsored deferred compensation plans sponsored by tax-exempt
organizations and/or taxable  organizations for their  employees or  independent
contractors (or both).

PURCHASE PAYMENT(S): The gross payment(s) made to the Company under a Contract.

4
<PAGE>
PURCHASE  PAYMENT PERIOD: For installment  Purchase Payment Accounts, the period
of time for completion of the agreed  upon annual number and amount of  Purchase
Payments. For example, if it is determined that the Purchase Payment Period will
consist  of 12  payments per year  and only  11 payments are  made, the Purchase
Payment Period is not completed until the twelfth Purchase Payment is made. When
a particular remittance is  intended to include more  than one regular  Purchase
Payment,  we will  credit the  number of  Purchase Payments  represented by such
remittance in determining the  Purchase Payment Period.  However, the number  of
completed  Purchase Payment Periods may never be greater than the number of full
calendar years since the date an Account is established under the Contract.

SECTION 457 PLAN(S): Employer-sponsored deferred compensation plans sponsored by
tax-exempt organizations for deferrals that are subject to Code Section 457  for
their employees and/or independent contractors.

SEPARATE  ACCOUNT: Variable Annuity Account B, an account that segregates assets
from other assets of the Company. The Separate Account holds shares of the Funds
acquired for the Contracts. The  Company holds title to  the assets held in  the
Separate Account.

UNDERWRITER:  The registered broker-dealer which contracts with other registered
broker-dealers on  behalf  of  the  Separate Accounts  to  offer  and  sell  the
Contracts.

VALUATION  PERIOD: The period of time from  when a Fund determines its net asset
value until the next time it determines  its net asset value, usually from  4:15
p.m. Eastern time, each day the New York Stock Exchange is open, until 4:15 p.m.
the next such business day.

VALUATION  RESERVE:  A reserve  established pursuant  to  the insurance  laws of
Connecticut to measure voting rights during the Annuity Period and the value  of
a  commutation right  available under  the "Payments  for a  Specified Period of
Time" Annuity option when elected on a variable basis under the Contract.

VARIABLE ANNUITY CONTRACT: An Annuity Contract providing for the accumulation of
values and/or for Annuity payments which  vary in dollar amount with  investment
results.

                                                                               5
<PAGE>
                               PROSPECTUS SUMMARY

CONTRACTS OFFERED

The  Contracts described in this Prospectus  are group deferred variable annuity
contracts.  They  allow   lump-sum  payments  and   installment  payments.   See
"Purchase," "Contracts" and "Miscellaneous."

The  Contracts we describe in this Prospectus are designed to provide retirement
benefits to Participants under:

(1) Employer-sponsored  deferred  compensation  plans  sponsored  by  tax-exempt
    organizations  for deferrals not subject to  Code Section 457 and by taxable
    organizations   for   their   employees   and/or   independent   contractors
    ("Non-Section 457 Plans"), and

(2)  Employer-sponsored  deferred  compensation  plans  sponsored  by tax-exempt
    organizations for deferrals that are subject  to Code Section 457 for  their
    employees and/or independent contractors ("Section 457 Plans").

PURCHASE

The  Contracts may be purchased  by eligible organizations on  behalf of a group
made up of their employees  and/or independent contractors. The Contract  Holder
establishes  an Account for eligible employees  by completing an enrollment form
(and any other required forms) and submitting it to the Company with an  initial
Purchase  Payment. Purchase Payments are made by salary reduction or by lump sum
payments from an eligible, existing plan. See "Contract Purchase."

REDEMPTION

The Contract Holder may withdraw  all or a portion  of the Account Value  during
the  Accumulation Period by properly  completing the Company's disbursement form
and  sending   it   to  the   Company.   See  "Charges   and   Deductions"   and
"Contracts--Withdrawals   During  Accumulation  Period."  Limitations  apply  to
withdrawals from the Fixed Plus Account. (See Appendix III.)

DEFERRED SALES CHARGES

Amounts withdrawn  may  be subject  to  a  deferred sales  charge.  The  maximum
deferred  sales charge that could be assessed on a full or partial withdrawal is
5% of the amount withdrawn. See "Charges and Deductions--Deferred Sales Charge."
Amounts withdrawn from  GAA may be  subject to a  Market Value Adjustment.  (See
Appendix I.)

TAXES AND WITHHOLDING

Purchase Payments and investment results of the Separate Account credited to the
value  of  the  Account are  generally  not  taxable until  distributed  or made
available under the employer's Plan. Withholding  for income tax may be  imposed
on certain withdrawals. See "Tax Status."

CONTRACT CHARGES

Certain  charges are associated with these Contracts, for example, mortality and
expense risk  charges and  administrative expense  charges. The  Funds are  also
subject  to certain fees and expenses. Purchase  Payments may also be subject to
premium taxes. See "Charges and Deductions" for a complete explanation of  these
charges.

FREE LOOK PROVISION

Contract  Holders have the right  to cancel their Contract  within 10 days after
receiving it by  returning it  to the  Company along  with a  written notice  of
cancellation.  Unless  state law  requires  otherwise, the  amount  the Contract
Holder will  receive  on  cancellation  under this  provision  may  reflect  the
investment  performance  of  the  Purchase Payments  deposited  in  the separate
account while invested. In certain  cases, this may be  less than the amount  of
the Purchase Payments. See "Contract Rights--Right to Cancel."

6
<PAGE>
                                   FEE TABLE
                    (BASED ON YEAR ENDED DECEMBER 31, 1994)

This fee table is provided to assist in understanding the various fees and costs
that  you or a  Contract Holder will  bear directly or  indirectly.(1) The table
sets forth Separate  Account charges  due under the  Contract as  well as  those
deducted  from  the Funds'  assets. The  table  does not  take into  account any
premium taxes that may be applicable.

CONTRACT CHARGES AND EXPENSES
      DEFERRED SALES CHARGE (as a percentage of amount withdrawn):(2)
<TABLE>
<CAPTION>
         INSTALLMENT PURCHASE PAYMENT ACCOUNT
  PURCHASE PAYMENT
  PERIODS COMPLETED                         DEDUCTION
  ----------------------------------------  ---------
<C>                                         <C>
  Less than 5                                    5%
  5 or more but less than 7                      4%
  7 or more but less than 9                      3%
  9 or 10                                        2%
  more than 10                                   0%

<CAPTION>

           SINGLE PURCHASE PAYMENT ACCOUNT
  ACCOUNT YEARS
  COMPLETED                                 DEDUCTION
  ----------------------------------------  ---------
<C>                                         <C>
  Less than 5                                    5%
  5 or more but less than 6                      4%
  6 or more but less than 7                      3%
  7 or more but less than 8                      2%
  8 or more but less than 9                      1%
  9 or more                                      0%
</TABLE>

SEPARATE ACCOUNT ANNUAL EXPENSES --VARIABLE OPTIONS ONLY(3)

(Daily deductions, equal to the percentage shown on an annual basis, made from
amounts allocated to the variable options)

During the Accumulation Period:
     Mortality and Expense Risk Fees                                       0.75%
     Administrative Expense Charge(4)                                      0.00%
     Total Separate Account Annual Expenses                                0.75%

During the Annuity Period:
     Mortality and Expense Risk Fees                                       1.25%
     Administrative Expense Charge(4)                                      0.00%
     Total Separate Account Annual Expenses                                1.25%
- ------------------------
(1)See "Charges  and  Deductions"  in  this  Prospectus.  For  more  information
   regarding  expenses paid  out of  the assets  of a  particular Fund,  see the
   Fund's prospectus.
(2) The total amount deducted for the deferred sales charge will not exceed 8.5%
    of the  total Purchase  Payments made  to the  Account. The  deferred  sales
    charge may be referred to in the Contract as a "surrender fee." See "Charges
    and  Deductions--Charges for Withdrawals" for instances in which this charge
    may be waived.
(3) See "Charges and Deductions" for a description of these expenses.
(4) The Administrative Expense Charge is currently zero; however, we reserve the
    right to deduct  a daily charge  of not  more than 0.25%  (0% through  April
    30,1996)  per year from the  portion of Account Values  held in the Separate
    Account.

                                                                               7
<PAGE>
FUNDING OPTION ANNUAL EXPENSES

(Except as noted, the following figures  are a percentage of average net  assets
and,  except where otherwise indicated, are based  on figures for the year ended
December 31, 1994)

<TABLE>
<CAPTION>
                                           INVESTMENT
                                            ADVISORY          OTHER
                                            FEES(1)        EXPENSES(2)     TOTAL FUND
                                         (AFTER EXPENSE   (AFTER EXPENSE     ANNUAL
                                         REIMBURSEMENT)   REIMBURSEMENT)    EXPENSES
                                         --------------   --------------   -----------
 <S>                                     <C>              <C>              <C>
 Aetna Variable Fund                          0.25%            0.05%          0.30%
 Aetna Income Shares                          0.25%            0.08%          0.33%
 Aetna Variable Encore Fund                   0.25%            0.07%          0.32%
 Aetna Investment Advisers Fund, Inc.         0.25%            0.07%          0.32%
 Aetna Ascent Variable Portfolio(3)           0.50%            0.20%          0.70%
 Aetna Crossroads Variable Portfolio(3)       0.50%            0.20%          0.70%
 Aetna Legacy Variable Portfolio(3)           0.50%            0.20%          0.70%
 Alger American Growth Portfolio              0.75%            0.11%          0.86%
 Alger American Small Cap Portfolio           0.85%            0.11%          0.96%
 Calvert Responsibly Invested Balanced
  Portfolio                                   0.70%            0.10%          0.80%
 Fidelity VIP II Contrafund
  Portfolio(3)                                0.62%            0.27%          0.89%
 Fidelity VIP Equity-Income
  Portfolio(4)                                0.52%            0.06%          0.58%
 Fidelity VIP Growth Portfolio(4)             0.62%            0.07%          0.69%
 Fidelity VIP Overseas Portfolio              0.77%            0.15%          0.92%
 Janus Aspen Aggressive Growth
  Portfolio(5)                                0.77%            0.28%          1.05%
 Janus Aspen Balanced Portfolio(5)            0.83%            0.74%          1.57%
 Janus Aspen Flexible Income
  Portfolio(5)                                0.30%            0.70%          1.00%
 Janus Aspen Growth Portfolio(5)              0.66%            0.22%          0.88%
 Janus Aspen Short-Term Bond
  Portfolio(5)                                0.00%            0.65%          0.65%
 Janus Aspen Worldwide Growth
  Portfolio(5)                                0.69%            0.49%          1.18%
 Lexington Natural Resources Trust(6)         1.00%            0.55%          1.55%
 Neuberger & Berman Growth Portfolio(7)       0.79%            0.12%          0.91%
 Scudder International Portfolio              0.88%            0.20%          1.08%
 TCI Growth(8)                                1.00%            0.00%          1.00%
</TABLE>

- --------------------------
(1)Certain  of  the  unaffiliated  Fund  advisers  reimburse  the  Company   for
   administrative  costs incurred in connection  with administering the Funds as
   variable funding options  under the Contract.  These reimbursements are  paid
   out of the investment advisory fees and are not charged to investors.
(2)A  Fund's "Other Expenses" include operating costs of the Fund. The deduction
   of the above expenses are reflected in the Fund's net asset value and are not
   deducted from the Account Value under the Contract.
(3)These Funds have only limited  operating history; therefore the expenses  are
   estimated for the current fiscal year.
(4)A  portion of the brokerage  commission the Fund paid  was used to reduce its
   expenses. Without this  reduction, total operating  expenses would have  been
   0.60% for the Equity-Income Portfolio and 0.70% for the Growth Portfolio.
(5)The  expense  figures shown  are net  of certain  expense waivers  from Janus
   Capital Corporation.  Without such  waivers,  the Investment  Advisory  Fees,
   Other  Expenses and Total Mutual Fund  Annual Expenses for the Portfolios for
   the fiscal year  ended December 31,  1994 would have  been: 1.00%, 0.28%  and
   1.28%,  respectively,  for Janus  Aspen  Aggressive Growth  Portfolio; 1.00%,
   0.74% and 1.74%,  respectively, for  Janus Aspen  Balanced Portfolio;  0.65%,
   0.70%  and 1.35%,  respectively, for  Janus Aspen  Flexible Income Portfolio;
   1.00%, 0.22%  and  1.22%, respectively,  for  Janus Aspen  Growth  Portfolio;
   0.65%,  0.75%  and  1.40%,  respectively,  for  Janus  Aspen  Short-Term Bond
   Portfolio;  and  1.00%,  0.49%  and  1.49%,  respectively,  for  Janus  Aspen
   Worldwide Growth Portfolio.
(6)These  fees as a percentage of assets are higher than those for other similar
   funds, although the amounts of the fees are not due to the limited amount  of
   assets in the Fund.
(7)Until  May 1, 1995,  the Portfolio had  a Distribution Plan  pursuant to Rule
   12b-1 which provided for the  reimbursement by Neuberger & Berman  Management
   of certain distribution expenses, up to a maximum of 0.25% on an annual basis
   of  the Portfolio's  average daily  net assets.  The "Total  Annual Expenses"
   shown above would  have been  increased by 0.02%  for each  portfolio if  the
   12b-1  fees for  the months  of January through  April, 1995  were taken into
   account.
(8)The Portfolio's investment adviser pays all expenses of the Portfolio  except
   brokerage   commissions,   taxes,  interest,   fees   and  expenses   of  the
   non-interested directors (including counsel fees) and extraordinary expenses.

8
<PAGE>
  HYPOTHETICAL ILLUSTRATION (EXAMPLE)

  THIS  EXAMPLE  IS  PURELY  HYPOTHETICAL.   IT  SHOULD  NOT  BE  CONSIDERED   A
  REPRESENTATION  OF PAST OR FUTURE EXPENSES OR EXPECTED RETURN. ACTUAL EXPENSES
  AND/OR RETURN MAY BE MORE OR LESS THAN THOSE SHOWN BELOW.

The following  Examples  illustrate  the  expenses that  would  have  been  paid
assuming a $1,000 investment in the Contract and a 5% return on assets.

<TABLE>
<CAPTION>
                                           IF  YOU WITHDRAW  YOUR ENTIRE ACCOUNT   IF YOU DO  NOT WITHDRAW YOUR  ACCOUNT
                                           VALUE  AT  THE  END  OF  THE  PERIODS   VALUE, OR IF YOU ANNUITIZE DURING THE
                                           SHOWN, YOU  WOULD PAY  THE  FOLLOWING   PERIODS  SHOWN,  YOU  WOULD  PAY  THE
                                           EXPENSES,  INCLUDING  ANY  APPLICABLE   FOLLOWING EXPENSES (NO DEFERRED SALES
                                           DEFERRED SALES CHARGE:                  CHARGE IS REFLECTED):
                                           1 YEAR   3 YEARS   5 YEARS   10 YEARS   1 YEAR   3 YEARS   5 YEARS   10 YEARS
                                           ------   -------   -------   --------   ------   -------   -------   --------
 <S>                                       <C>      <C>       <C>       <C>        <C>      <C>       <C>       <C>
 Aetna Variable Fund                         $63      $ 90      $119      $128       $11      $33       $ 58      $128
 Aetna Income Shares                         $63      $ 90      $120      $132       $11      $34       $ 60      $132
 Aetna Variable Encore Fund                  $63      $ 90      $120      $131       $11      $34       $ 59      $131
 Aetna Investment Advisers Fund, Inc.        $63      $ 90      $120      $131       $11      $34       $ 59      $131
 Aetna Ascent Variable Portfolio             $67      $101      $139      $174       $15      $46       $ 79      $174
 Aetna Crossroads Variable Portfolio         $67      $101      $139      $174       $15      $46       $ 79      $174
 Aetna Legacy Variable Portfolio             $67      $101      $139      $174       $15      $46       $ 79      $174
 Alger American Growth Portfolio             $68      $106      $147      $191       $16      $51       $ 88      $191
 Alger American Small Cap Portfolio          $69      $109      $152      $202       $17      $54       $ 93      $202
 Calvert Responsibly Invested Balanced
  Portfolio                                  $67      $104      $144      $185       $16      $49       $ 84      $185
 Fidelity VIP II Contrafund Portfolio        $68      $107      $148      $194       $17      $52       $ 89      $194
 Fidelity VIP Equity-Income Portfolio        $65      $ 98      $133      $160       $14      $42       $ 73      $160
 Fidelity VIP Growth Portfolio               $66      $101      $138      $172       $15      $46       $ 79      $172
 Fidelity VIP Overseas Portfolio             $69      $108      $149      $197       $17      $52       $ 90      $197
 Janus Aspen Aggressive Growth Portfolio     $70      $112      $156      $212       $18      $57       $ 97      $212
 Janus Aspen Balanced Portfolio              $75      $127      $181      $266       $24      $72       $124      $266
 Janus Aspen Flexible Income Portfolio       $69      $110      $154      $206       $18      $55       $ 95      $206
 Janus Aspen Growth Portfolio                $68      $107      $148      $193       $17      $51       $ 89      $193
 Janus Aspen Short-Term Bond Portfolio       $66      $100      $136      $168       $14      $44       $ 77      $168
 Janus Aspen Worldwide Growth Portfolio      $71      $115      $162      $225       $20      $61       $104      $225
 Lexington Natural Resources Trust           $75      $126      $180      $264       $23      $72       $123      $264
 Neuberger & Berman Growth Portfolio         $69      $108      $149      $197       $17      $52       $ 90      $197
 Scudder International Portfolio             $70      $112      $157      $215       $19      $58       $ 99      $215
 TCI Growth                                  $69      $110      $154      $206       $18      $55       $ 95      $206
</TABLE>

                                                                               9
<PAGE>
                        CONDENSED FINANCIAL INFORMATION
   (SELECTED DATA FOR ACCUMULATION UNITS OUTSTANDING THROUGHOUT EACH PERIOD)

THE CONDENSED FINANCIAL INFORMATION PRESENTED BELOW FOR EACH OF THE YEARS IN THE
TEN-YEAR  PERIOD ENDED  DECEMBER 31, 1994  (AS APPLICABLE), IS  DERIVED FROM THE
FINANCIAL STATEMENTS OF  THE SEPARATE ACCOUNT,  WHICH FINANCIAL STATEMENTS  HAVE
BEEN  AUDITED  BY KPMG  PEAT MARWICK  LLP,  INDEPENDENT AUDITORS.  THE FINANCIAL
STATEMENTS AS OF AND FOR  THE YEAR ENDED DECEMBER  31, 1994 AND THE  INDEPENDENT
AUDITORS'   REPORT  THEREON,  ARE  INCLUDED   IN  THE  STATEMENT  OF  ADDITIONAL
INFORMATION. THE ACCUMULATION UNIT VALUES AND THE PERCENTAGE CHANGE IN THE VALUE
OF AN ACCUMULATION UNIT REFLECT A MORTALITY AND EXPENSE RISK CHARGE OF 1.25% FOR
THE PERIODS SHOWN. AS OF THE DATE OF THIS PROSPECTUS, THE MORTALITY AND  EXPENSE
RISK CHARGE WAS REDUCED TO 0.75%.
<TABLE>
<CAPTION>
                               1994          1993        1992        1991       1990       1989       1988       1987        1986
                           -------------  ----------  ----------  ----------  --------  ----------  --------  ----------  ----------

 <S>                       <C>            <C>         <C>         <C>         <C>       <C>         <C>       <C>         <C>
 AETNA VARIABLE FUND
 VALUE AT BEGINNING OF
  PERIOD                      $10.940     $10.378     $84.249       $67.496   $66.174   $51.900     $45.839     $43.994     $37.445
 VALUE AT END OF PERIOD       $10.698     $10.940     $10.378(2)    $84.249   $67.496   $66.174     $51.900     $45.839     $43,994
 INCREASE (DECREASE) IN
  VALUE OF ACCUMULATION
  UNIT(1)                       (2.21)%      5.41%           (2)      24.82%     2.00%    27.50%      13.22%       4.19%      17.49%
 NUMBER OF ACCUMULATION
  UNITS OUTSTANDING AT END
  OF PERIOD                11,117,383     879,670       3,107       908,777   810,126   831,547     887,039   1,020,744   1,273,920

 AETNA INCOME SHARES
 VALUE AT BEGINNING OF
  PERIOD                      $11.006     $10.160     $37.815       $32.066   $29.752   $26.291     $24.734     $23.888     $21.203
 VALUE AT END OF PERIOD       $10.457     $11.006     $10.160(3)    $37.815   $32.066   $29,752     $26.291     $24.734     $23.888
 INCREASE (DECREASE) IN
  VALUE OF ACCUMULATION
  UNIT(1)                       (4.99)%      8.33%           (3)      17.93%     7.78%    13.16%       6.29%       3.54%      12.66%
 NUMBER OF ACCUMULATION
  UNITS OUTSTANDING AT END
  OF PERIOD                 1,988,960     166,913       4,196       427,893   358,454   366,176     383,856     377,078     565,148

 AETNA VARIABLE
  ENCORE FUND
 VALUE AT BEGINNING OF
  PERIOD                      $10.223     $10.031     $34.122       $32.431   $30.285   $28.029     $26.401     $25.028     $23.660
 VALUE AT END OF PERIOD       $10.509     $10.223     $10.031(4)    $34.122   $32.431   $30.285     $28.029     $26.401     $25.028
 INCREASE (DECREASE) IN
  VALUE OF ACCUMULATION
  UNIT(1)                        2.79%       1.91%           (4)       5.21%     7.09%     8.05%       6.17%       5.49%       5.78%
 NUMBER OF ACCUMULATION
  UNITS OUTSTANDING AT END
  OF PERIOD                 1,822,449      90,782       2,808       548,425   722,438   653,619     720,726     898,557     881,853

 AETNA INVESTMENT
  ADVISERS FUND, INC.
 VALUE AT BEGINNING OF
  PERIOD                      $11.164     $10.286     $12.717       $10.882   $10.423   $10.000(5)
 VALUE AT END OF PERIOD       $10.971     $11.164     $10.286(6)    $12.717   $10.882   $10.423
 INCREASE (DECREASE) IN
  VALUE OF ACCUMULATION
  UNIT(1)                       (1.73)%      8.54%           (6)      16.86%     4.40%     4.23%
 NUMBER OF ACCUMULATION
  UNITS OUTSTANDING AT END
  OF PERIOD                 3,541,703     318,711       6,537     1,324,822   984,798   639,219

 ALGER AMERICAN SMALL
  CAP PORTFOLIO
 VALUE AT BEGINNING OF
  PERIOD                      $10.307     $10.000(7)
 VALUE AT END OF PERIOD       $ 9.622     $10.307
 INCREASE (DECREASE) IN
  VALUE OF ACCUMULATION
  UNIT(1)                       (6.64)%      3.07%
 NUMBER OF ACCUMULATION
  UNITS OUTSTANDING AT END
  OF PERIOD                   441,809      31,855

 CALVERT RESPONSIBLY
  INVESTED BALANCED
  PORTFOLIO*
 VALUE AT BEGINNING OF
  PERIOD                      $11.010     $10.296     $10.000(8)
 VALUE AT END OF PERIOD       $10.518     $11.010     $10.296
 INCREASE (DECREASE) IN
  VALUE OF ACCUMULATION
  UNIT(1)                       (4.47)%      6.93%       2.96%
 NUMBER OF ACCUMULATION
  UNITS OUTSTANDING AT END
  OF PERIOD                       752       1,383          82

 JANUS ASPEN AGGRESSIVE
  GROWTH PORTFOLIO
 VALUE AT BEGINNING OF
  PERIOD                      $10.000(9)
 VALUE AT END OF PERIOD       $10.319
 INCREASE (DECREASE) IN
  VALUE OF ACCUMULATION
  UNIT(1)                        3.19%
 NUMBER OF ACCUMULATION
  UNITS OUTSTANDING AT END
  PERIOD                      131,702

<CAPTION>
                               1985
                            ----------
 <S>                       <C>
 AETNA VARIABLE FUND
 VALUE AT BEGINNING OF
  PERIOD                      $27.565
 VALUE AT END OF PERIOD       $37.445
 INCREASE (DECREASE) IN
  VALUE OF ACCUMULATION
  UNIT(1)                       35.84%
 NUMBER OF ACCUMULATION
  UNITS OUTSTANDING AT END
  OF PERIOD                 1,089,637
 AETNA INCOME SHARES
 VALUE AT BEGINNING OF
  PERIOD                      $17.698
 VALUE AT END OF PERIOD       $21.203
 INCREASE (DECREASE) IN
  VALUE OF ACCUMULATION
  UNIT(1)                       19.80%
 NUMBER OF ACCUMULATION
  UNITS OUTSTANDING AT END
  OF PERIOD                   533,123
 AETNA VARIABLE
  ENCORE FUND
 VALUE AT BEGINNING OF
  PERIOD                      $22.084
 VALUE AT END OF PERIOD       $23.660
 INCREASE (DECREASE) IN
  VALUE OF ACCUMULATION
  UNIT(1)                        7.14%
 NUMBER OF ACCUMULATION
  UNITS OUTSTANDING AT END
  OF PERIOD                 1,170,600
 AETNA INVESTMENT
  ADVISERS FUND, INC.
 VALUE AT BEGINNING OF
  PERIOD
 VALUE AT END OF PERIOD
 INCREASE (DECREASE) IN
  VALUE OF ACCUMULATION
  UNIT(1)
 NUMBER OF ACCUMULATION
  UNITS OUTSTANDING AT END
  OF PERIOD
 ALGER AMERICAN SMALL
  CAP PORTFOLIO
 VALUE AT BEGINNING OF
  PERIOD
 VALUE AT END OF PERIOD
 INCREASE (DECREASE) IN
  VALUE OF ACCUMULATION
  UNIT(1)
 NUMBER OF ACCUMULATION
  UNITS OUTSTANDING AT END
  OF PERIOD
 CALVERT RESPONSIBLY
  INVESTED BALANCED
  PORTFOLIO*
 VALUE AT BEGINNING OF
  PERIOD
 VALUE AT END OF PERIOD
 INCREASE (DECREASE) IN
  VALUE OF ACCUMULATION
  UNIT(1)
 NUMBER OF ACCUMULATION
  UNITS OUTSTANDING AT END
  OF PERIOD
 JANUS ASPEN AGGRESSIVE
  GROWTH PORTFOLIO
 VALUE AT BEGINNING OF
  PERIOD
 VALUE AT END OF PERIOD
 INCREASE (DECREASE) IN
  VALUE OF ACCUMULATION
  UNIT(1)
 NUMBER OF ACCUMULATION
  UNITS OUTSTANDING AT END
  PERIOD
</TABLE>

10
<PAGE>
                  CONDENSED FINANCIAL INFORMATION (CONTINUED)

<TABLE>
<CAPTION>
                                          1994          1993           1992
                                       ----------    ----------    ------------

 <S>                                   <C>           <C>           <C>
 JANUS ASPEN FLEXIBLE INCOME PORTFOLIO
 VALUE AT BEGINNING OF PERIOD          $10.000(9)
 VALUE AT END OF PERIOD                $ 9.886
 INCREASE (DECREASE) IN VALUE OF
  ACCUMULATION UNIT(1)                   (1.14)%
 NUMBER OF ACCUMULATION UNITS
  OUTSTANDING AT END OF PERIOD          15,893

 LEXINGTON NATURAL RESOURCES TRUST
 VALUE AT BEGINNING OF PERIOD          $ 9.716       $10.000(10)
 VALUE AT END OF PERIOD                $ 9.079       $ 9.716
 INCREASE (DECREASE) IN VALUE OF
  ACCUMULATION UNIT(1)                   (6.56)%      (2.84)%
 NUMBER OF ACCUMULATION UNITS
  OUTSTANDING AT END OF PERIOD         141,076        27,908

 NEUBERGER & BERMAN GROWTH PORTFOLIO
 VALUE AT BEGINNING OF PERIOD          $12.990       $10.123         $10.000(8)
 VALUE AT END OF PERIOD                $12.199       $12.990         $10.123
 INCREASE (DECREASE) IN VALUE OF
  ACCUMULATION UNIT(1)                   (6.09)%       28.32%           1.23%
 NUMBER OF ACCUMULATION UNITS
  OUTSTANDING AT END OF PERIOD         228,370        71,556           2,275

 SCUDDER INTERNATIONAL PORTFOLIO
 VALUE AT BEGINNING OF PERIOD          $13.654       $10.051         $10.000(8)
 VALUE AT END OF PERIOD                $13.372       $13.654         $10.051
 INCREASE (DECREASE) IN VALUE OF
  ACCUMULATION UNIT(1)                   (2.07)%       35.85%           0.51%
 NUMBER OF ACCUMULATION UNITS
  OUTSTANDING AT END OF PERIOD         652,630       144,303             324

 TCI GROWTH
 VALUE AT BEGINNING OF PERIOD          $11.159       $10.232         $10.000(11)
 VALUE AT END OF PERIOD                $10.883       $11.159         $10.232
 INCREASE (DECREASE) IN VALUE OF
  ACCUMULATION UNIT(1)                   (2.48)%        9.06%           2.32%
 NUMBER OF ACCUMULATION UNITS
  OUTSTANDING AT END OF PERIOD         1,123,366     261,107           4,284
</TABLE>

 (1) THE  ABOVE FIGURES ARE CALCULATED BY SUBTRACTING THE BEGINNING ACCUMULATION
     UNIT VALUE FROM THE ENDING ACCUMULATION UNIT VALUE DURING A CALENDAR  YEAR,
     AND  DIVIDING THE  RESULT BY THE  BEGINNING ACCUMULATION  UNIT VALUE. THESE
     FIGURES DO  NOT REFLECT  THE DEFERRED  SALES CHARGES  OR THE  FIXED  DOLLAR
     ANNUAL MAINTENANCE FEE, IF ANY. INCLUSION OF THESE CHARGES WOULD REDUCE THE
     INVESTMENT RESULTS SHOWN.

 (2) THE  ACCUMULATION UNIT VALUE  WAS CONVERTED TO $10.000  ON NOVEMBER 2, 1992
     UPON THE COMMENCEMENT OF A NEW ADMINISTRATIVE SYSTEM. IMMEDIATELY PRIOR  TO
     THAT DATE, THE ACCUMULATION UNIT VALUE OF THE FUND WAS $85.546. ON THE DATE
     OF CONVERSION, ADDITIONAL UNITS WERE ISSUED SO THAT ACCOUNT VALUES WERE NOT
     CHANGED  AS  A  RESULT OF  THE  CONVERSION.  THE PERCENTAGE  CHANGE  IN THE
     ACCUMULATION UNIT  VALUE FROM  THE BEGINNING  OF THE  YEAR TO  THE DATE  OF
     CONVERSION  WAS 1.54%; THE PERCENTAGE CHANGE IN THE ACCUMULATION UNIT VALUE
     FROM THE DATE OF CONVERSION TO THE END OF THE YEAR WAS 3.78%.

 (3) THE ACCUMULATION UNIT VALUE  WAS CONVERTED TO $10.000  ON NOVEMBER 2,  1992
     UPON  THE COMMENCEMENT OF A NEW ADMINISTRATIVE SYSTEM. IMMEDIATELY PRIOR TO
     THAT DATE, THE ACCUMULATION UNIT VALUE OF THE FUND WAS $39.496. ON THE DATE
     OF CONVERSION, ADDITIONAL UNITS WERE ISSUED SO THAT ACCOUNT VALUES WERE NOT
     CHANGED AS  A  RESULT OF  THE  CONVERSION.  THE PERCENTAGE  CHANGE  IN  THE
     ACCUMULATION  UNIT VALUE  FROM THE  BEGINNING OF  THE YEAR  TO THE  DATE OF
     CONVERSION WAS 4.45%; THE PERCENTAGE CHANGE IN THE ACCUMULATION UNIT  VALUE
     FROM THE DATE OF CONVERSION TO THE END OF THE YEAR WAS 1.60%.

 (4) THE  ACCUMULATION UNIT VALUE  WAS CONVERTED TO $10.000  ON NOVEMBER 2, 1992
     UPON THE COMMENCEMENT OF A NEW ADMINISTRATIVE SYSTEM. IMMEDIATELY PRIOR  TO
     THAT DATE, THE ACCUMULATION UNIT VALUE OF THE FUND WAS $34.828. ON THE DATE
     OF CONVERSION, ADDITIONAL UNITS WERE ISSUED SO THAT ACCOUNT VALUES WERE NOT
     CHANGED  AS  A  RESULT OF  THE  CONVERSION.  THE PERCENTAGE  CHANGE  IN THE
     ACCUMULATION UNIT  VALUE FROM  THE BEGINNING  OF THE  YEAR TO  THE DATE  OF
     CONVERSION  WAS 2.07%; THE PERCENTAGE CHANGE IN THE ACCUMULATION UNIT VALUE
     FROM THE DATE OF CONVERSION TO THE END OF THE YEAR WAS 0.31%.

 (5) THE INITIAL ACCUMULATION UNIT VALUE WAS ESTABLISHED AT $10.000 ON JUNE  23,
     1989, THE DATE ON WHICH THE FUND COMMENCED OPERATIONS.

 (6) THE  ACCUMULATION UNIT VALUE  WAS CONVERTED TO $10.000  ON NOVEMBER 2, 1992
     UPON THE COMMENCEMENT OF A NEW ADMINISTRATIVE SYSTEM. IMMEDIATELY PRIOR  TO
     THAT DATE, THE ACCUMULATION UNIT VALUE OF THE FUND WAS $12.991. ON THE DATE
     OF CONVERSION, ADDITIONAL UNITS WERE ISSUED SO THAT ACCOUNT VALUES WERE NOT
     CHANGED  AS  A  RESULT OF  THE  CONVERSION.  THE PERCENTAGE  CHANGE  IN THE
     ACCUMULATION UNIT  VALUE FROM  THE BEGINNING  OF THE  YEAR TO  THE DATE  OF
     CONVERSION  WAS 2.15%; THE PERCENTAGE CHANGE IN THE ACCUMULATION UNIT VALUE
     FROM THE DATE OF CONVERSION TO THE END OF THE YEAR WAS 2.86%.

 (7) THE INITIAL ACCUMULATION UNIT VALUE WAS ESTABLISHED AT $10.000 ON SEPTEMBER
     17, 1993,  THE DATE  ON  WHICH THE  PORTFOLIO  BECAME AVAILABLE  UNDER  THE
     CONTRACT.

 (8) THE  INITIAL ACCUMULATION UNIT VALUE WAS ESTABLISHED AT $10.000 ON NOVEMBER
     2, 1992, THE DATE  ON WHICH THE FUND/PORTFOLIO  BECAME AVAILABLE UNDER  THE
     CONTRACT.

 (9) THE  INITIAL  ACCUMULATION UNIT  VALUE  WAS ESTABLISHED  AT  $10.000 DURING
     OCTOBER 1994, WHEN THE FUNDS WERE FIRST RECEIVED IN THIS OPTION.

(10) THE INITIAL ACCUMULATION UNIT VALUE WAS  ESTABLISHED AT $10.000 ON MAY  26,
     1993, THE DATE ON WHICH THE FUND BECAME AVAILABLE UNDER THE CONTRACT.

(11) THE  INITIAL ACCUMULATION UNIT  VALUE WAS ESTABLISHED  AT $10.000 ON AUGUST
     21, 1992, THE DATE ON WHICH THE FUND BECAME AVAILABLE UNDER THE CONTRACT.

* FORMERLY CALVERT SOCIALLY RESPONSIBLE SERIES

                                                                              11
<PAGE>
                                PERFORMANCE DATA

From time to time, we may advertise performance data for the various  investment
options  under the Contracts. Such  data will show the  percentage change in the
value of an Accumulation Unit based  on the performance of an investment  option
over a period of time, usually a calendar year. It is determined by dividing the
increase (decrease) in value for that unit by the Accumulation Unit value at the
beginning  of the period.  This percentage figure will  reflect the deduction of
any asset based charges under the  Contracts but will not reflect the  deduction
of  any  applicable  deferred  sales charge.  The  deduction  of  any applicable
deferred sales charge would reduce any  percentage increase or make greater  any
percentage decrease.

Any  advertisement will also include total return figures calculated as required
by the SEC, as described in  the Statement of Additional Information. The  total
return figures do reflect the deduction of any applicable deferred sales charge,
as well as any other Separate Account expenses.

12
<PAGE>
         THE COMPANY, THE SEPARATE ACCOUNT AND DESCRIPTION OF THE FUNDS

THE COMPANY

Aetna  Life  Insurance  and  Annuity  Company  ("Company,"  "us"  or  "we"), the
depositor for the Separate Account, is a stock life insurance company  organized
in 1976 under the insurance laws of the State of Connecticut. As of December 31,
1994, the Company managed over $20.4 billion of assets. As of December 31, 1993,
the  Company ranked  among the top  2% of  all U.S. life  insurance companies by
size. We are a wholly owned subsidiary of Aetna Life and Casualty Company which,
with its  subsidiaries,  constitutes one  of  the nation's  largest  diversified
financial  services organizations. Our Home Office  is located at 151 Farmington
Avenue, Hartford, Connecticut 06156.

THE SEPARATE ACCOUNT

Variable Annuity Account B is a  separate account established by the Company  in
1976 under the laws of the State of Connecticut. The Separate Account was formed
for  the purpose of segregating assets  attributable to the variable portions of
Contracts from Company  assets. The  Separate Account  is registered  as a  unit
investment trust under the Investment Company Act of 1940.

Although  the Company holds  title to the  assets of the  Separate Account, such
assets are not chargeable with liabilities arising out of any other business  we
may  conduct. Income, gains or losses of the Separate Account are credited to or
charged against  the assets  of the  Separate Account  without regard  to  other
income,  gains or losses of the Company. However, all obligations of the Company
arising under the Contracts are general corporate obligations of the Company.

DESCRIPTION OF THE FUNDS

The Contract Holder  will designate some  or all of  the mutual funds  described
below  as variable funding  options under the Contract.  The Contract Holder, or
you, if allowed by the Contract Holder may  select one or more of the Funds  for
investment of the Purchase Payments made on your behalf. Except where noted, all
of the Funds are diversified as defined in the Investment Company Act of 1940.

- -AETNA  VARIABLE FUND  seeks to maximize  total return through  investments in a
 diversified portfolio of common stocks  and securities convertible into  common
 stock.

- -AETNA  INCOME SHARES seeks to maximize total return, consistent with reasonable
 risk, through investments  in a diversified  portfolio consisting primarily  of
 debt securities.

- -AETNA  VARIABLE ENCORE  FUND seeks to  provide high  current return, consistent
 with preservation of capital and liquidity, through investment in high  quality
 "money  market" instruments. An  investment in the Fund  is neither insured nor
 guaranteed by the U.S. Government.

- -AETNA INVESTMENT ADVISERS FUND,  INC. is a managed  mutual fund which seeks  to
 maximize  investment return consistent  with reasonable safety  of principal by
 investing in one or more of the following asset classes: stocks, bonds and cash
 equivalents, based on the Company's judgment  of which of those sectors or  mix
 thereof offers the best investment prospects.

- -AETNA  GENERATION PORTFOLIOS,  INC.--AETNA ASCENT  VARIABLE PORTFOLIO  seeks to
 provide capital appreciation by allocating  its investments among equities  and
 fixed  income  securities.  Aetna  Ascent  Variable  Portfolio  is  managed for
 investors who generally have an investment horizon exceeding 15 years, and  who
 have a high level of risk tolerance. See the Fund's prospectus for a discussion
 of the risks involved.

- -AETNA GENERATION PORTFOLIOS, INC.--AETNA CROSSROADS VARIABLE PORTFOLIO seeks to
 provide  total return (i.e., income and capital appreciation, both realized and
 unrealized) by  allocating  its investments  among  equities and  fixed  income
 securities.  Aetna Crossroads Variable  Portfolio is managed  for investors who
 generally have an investment horizon exceeding 10 years and who have a moderate
 level of risk tolerance.

                                                                              13
<PAGE>
- -AETNA GENERATION  PORTFOLIOS, INC.--AETNA  LEGACY VARIABLE  PORTFOLIO seeks  to
 provide  total return consistent with preservation of capital by allocating its
 investments among equities and fixed  income securities. Aetna Legacy  Variable
 Portfolio  is managed  for investors who  generally have  an investment horizon
 exceeding five years and who have a low level of risk tolerance.

- -ALGER AMERICAN FUND--ALGER  AMERICAN GROWTH PORTFOLIO  seeks long-term  capital
 appreciation  by  investing in  a  diversified, actively  managed  portfolio of
 equity securities, primarily  of companies with  total market  capitalization--
 present  market  value  per share  multiplied  by  the total  number  of shares
 outstanding--of $1  billion  or  greater.  Income is  a  consideration  in  the
 selection of investments but is not an investment objective.

- -ALGER  AMERICAN  FUND--ALGER  AMERICAN  SMALL  CAPITALIZATION  PORTFOLIO  seeks
 capital return  through investment  in the  common stock  of smaller  companies
 offering  the potential for significant price gain.  It invests at least 85% of
 its net assets  in equity  securities and  at least 65%  of its  net assets  in
 equity  securities  of companies  that, at  the time  of purchase,  have "total
 market capitalization"--present market value per share multiplied by the  total
 number  of shares  outstanding--of less than  $1 billion.  Investing in smaller
 companies may present risks not present in investments in larger companies. See
 the Fund's prospectus for a discussion of these risks.

- -CALVERT RESPONSIBLY INVESTED BALANCED PORTFOLIO is a non-diversified  portfolio
 that  seeks growth  of capital  through investment  in stocks,  bonds and money
 market instruments issued by enterprises  that make a significant  contribution
 to  society through  their products  and services and  through the  way they do
 business. Prior to  May 1, 1995,  the Fund  was known as  the Calvert  Socially
 Responsible Series.

- -FIDELITY INVESTMENTS' VARIABLE INSURANCE PRODUCTS FUND II--CONTRAFUND PORTFOLIO
 seeks maximum total return over the long term by investing its assets mainly in
 equity securities of companies that are undervalued or out-of-favor.

- -FIDELITY INVESTMENTS' VARIABLE INSURANCE PRODUCTS FUND--EQUITY-INCOME PORTFOLIO
 seeks  reasonable  income  by investing  primarily  in  income-producing equity
 securities. In  choosing these  securities,  the Fund  will also  consider  the
 potential for capital appreciation.

- -FIDELITY  INVESTMENTS' VARIABLE INSURANCE PRODUCTS FUND--GROWTH PORTFOLIO seeks
 to achieve  capital  appreciation  by  investing  primarily  in  common  stock,
 although the Fund is not limited to any one type of security.

- -FIDELITY  INVESTMENTS'  VARIABLE  INSURANCE  PRODUCTS  FUND--OVERSEAS PORTFOLIO
 seeks long-term  growth of  capital primarily  through investments  in  foreign
 securities  (at  least  65% from  at  least  three countries  outside  of North
 America). International investments  such as these  involve greater risks  than
 U.S. investments.

- -JANUS  ASPEN SERIES--AGGRESSIVE GROWTH PORTFOLIO is a non-diversified portfolio
 that seeks long-term  growth of  capital by emphasizing  investments in  common
 stocks  of  companies with  market capitalizations  between  $1 billion  and $5
 billion.

- -JANUS ASPEN SERIES--BALANCED PORTFOLIO seeks  both long-term growth of  capital
 and  current  income.  The Portfolio  is  designed  for investors  who  want to
 participate in the  equity markets through  a more moderate  investment than  a
 pure  growth fund. Investments  in income-producing securities  are intended to
 result in a portfolio that provides a more consistent total return than may  be
 attainable  through investing  solely in  growth stocks.  The Portfolio  is not
 designed for investors who desire a consistent level of income.

- -JANUS ASPEN SERIES--FLEXIBLE INCOME PORTFOLIO  seeks to maximize total  return,
 consistent  with preservation of capital, from  a combination of current income
 and capital appreciation. Janus Aspen Flexible Income Portfolio invests in  all
 types of income-producing securities, and may have substantial holdings of debt
 securities  rated below investment  grade ("high yield,  high risk securities")
 also commonly known as "junk bonds."  High yield, high risk securities  involve
 certain risks. See the Fund's prospectus for a discussion of these risks.

- -JANUS  ASPEN  SERIES--GROWTH PORTFOLIO  seeks  long-term growth  of  capital by
 investing primarily in  a diversified  portfolio of  common stocks  of a  large
 number  of issuers of any size. The Portfolio generally emphasizes issuers with
 large market capitalizations.

14
<PAGE>
- -JANUS ASPEN SERIES--SHORT-TERM BOND PORTFOLIO seeks as high a level of  current
 income  as is consistent with preservation of capital by investing primarily in
 short  and  intermediate-term  fixed  income  securities.  The  Portfolio  will
 normally  maintain a  dollar-weighted average  portfolio maturity  of less than
 three years,  but  not  to  exceed five  years  depending  upon  its  portfolio
 manager's opinion of prevailing market, financial and economic conditions.

- -JANUS  ASPEN  SERIES--WORLDWIDE  GROWTH  PORTFOLIO  seeks  long-term  growth of
 capital by investing  primarily in common  stocks of companies  of foreign  and
 domestic issuers of any size. The Portfolio normally invests in issuers from at
 least  five  different  countries including  the  United  States. International
 investments involve risks not present in U.S. Securities.

- -LEXINGTON NATURAL RESOURCES  TRUST is  a non-diversified  portfolio that  seeks
 long-term  growth of capital  through investment primarily  in common stocks of
 companies which own, or develop  natural resources and other basic  commodities
 or  supply goods and services  to such companies. Current  income will not be a
 factor. Total return will consist  primarily of capital appreciation. The  Fund
 may  invest  up to  25%  of its  total  assets in  foreign  securities. Foreign
 investing involves risks that differ from those involved in domestic investing.
 See the Fund's prospectus for a discussion of these risks.

- -NEUBERGER & BERMAN  ADVISERS MANAGEMENT TRUST--GROWTH  PORTFOLIO seeks  capital
 growth  through investments in  common stocks of  companies that the investment
 adviser  believes  will  have  above-average  earnings  or  otherwise   provide
 investors with above-average potential for capital appreciation.

- -SCUDDER  VARIABLE LIFE INVESTMENT FUND--INTERNATIONAL PORTFOLIO seeks long-term
 growth of capital primarily through diversified holdings of marketable  foreign
 equity  investments.  Investing in  foreign  securities may  involve  a greater
 degree of risk than investing in domestic securities. See the Fund's prospectus
 for a discussion of the risks involved.

- -TCI PORTFOLIOS,  INC.--TCI  GROWTH (a  Twentieth  Century Fund)  seeks  capital
 growth  by investing  in common  stocks (including  securities convertible into
 common stocks) and other securities that meet certain fundamental and technical
 standards of selection  and, in the  opinion of TCI  Growth's management,  have
 better  than average potential for appreciation. TCI Growth tries to stay fully
 invested in such securities,  regardless of the  movement of prices  generally.
 The  Fund may  invest in foreign  securities. Foreign  investing involves risks
 that  differ  from  those  involved  in  domestic  investing.  See  the  Fund's
 prospectus for a discussion of these risks.

There  is no assurance that the  Funds will achieve their investment objectives.
Participants bear the full investment risk of investments in the Funds selected.
Contract  Holders  should  read  the  accompanying  prospectuses  of  the  Funds
carefully before investing.

Some  of the  above funds may  use instruments  known as derivatives  as part of
their investment strategies as described  in their respective prospectuses.  The
use  of certain  derivatives such  as inverse  floaters and  principal only debt
instruments may involve higher risk of volatility to a Fund. The use of leverage
in connection  with  derivatives can  also  increase  risk of  losses.  See  the
prospectus  for  the Funds  for a  discussion  of the  risks associated  with an
investment in those funds.

FUND INVESTMENT ADVISERS

The following identifies the investment adviser and the subadvisers, if any, for
each Fund.

<TABLE>
<CAPTION>
             FUND                    INVESTMENT ADVISER               SUBADVISER
- ------------------------------  -----------------------------  ------------------------
<S>                             <C>                            <C>
Aetna Variable Fund             Aetna Life Insurance and                  --
                                  Annuity Company (ALIAC)
Aetna Income Shares             ALIAC                                     --
Aetna Variable Encore Fund      ALIAC                                     --
Aetna Investment Advisers       ALIAC                                     --
  Fund, Inc.
Aetna Ascent Variable           ALIAC                                     --
  Portfolio
</TABLE>

                                                                              15
<PAGE>
<TABLE>
<CAPTION>
             FUND                    INVESTMENT ADVISER               SUBADVISER
- ------------------------------  -----------------------------  ------------------------
Aetna Crossroads Variable       ALIAC                                     --
  Portfolio
<S>                             <C>                            <C>
Aetna Legacy Variable           ALIAC                                     --
  Portfolio

Alger American Growth           Fred Alger Management, Inc.               --
  Portfolio
Alger American Small Cap        Fred Alger Management, Inc.               --
  Portfolio

Calvert Responsibly Invested    Calvert Asset Management       NCM Capital Management
  Balanced Portfolio              Company, Inc.                  Group, Inc.

Fidelity Contrafund Portfolio   Fidelity Management &                     --
                                  Research Company
Fidelity Equity-Income          Fidelity Management &                     --
  Portfolio                       Research Company
Fidelity Growth Portfolio       Fidelity Management &                     --
                                  Research Company
Fidelity Overseas Portfolio     Fidelity Management &                     --
                                  Research Company

Janus Aspen Aggressive Growth   Janus Capital Corporation                 --
  Portfolio
Janus Aspen Balanced Portfolio  Janus Capital Corporation                 --
Janus Aspen Flexible Income     Janus Capital Corporation                 --
  Portfolio
Janus Aspen Growth Portfolio    Janus Capital Corporation                 --
Janus Aspen Short-Term Bond     Janus Capital Corporation                 --
  Portfolio
Janus Aspen Worldwide Growth    Janus Capital Corporation                 --
  Portfolio

Lexington Natural Resources     Lexington Management           Market Systems Research
  Trust                           Corporation                    Advisors, Inc.

Neuberger & Berman Growth       Neuberger & Berman Management  Neuberger & Berman
  Portfolio                       Incorporated

Scudder International           Scudder, Stevens & Clark,                 --
  Portfolio                       Inc.

TCI Growth                      Investors Research                        --
                                  Corporation
</TABLE>

More comprehensive information,  including a discussion  of potential risks,  is
found  in the current  prospectus for each  Fund which is  distributed with this
Prospectus. Additional prospectuses and the Statements of Additional Information
for this Prospectus and each of the Funds can be obtained by writing to our Home
Office, Attention: Annuity Operations, or by calling 1-800-525-4225.

SHARED AND MIXED FUNDING

Shares of the Funds are sold to us for funding variable annuities. The Funds may
be sold to other companies for the same purpose. This is referred to as  "shared
funding."  Shares  of the  Funds  may also  be  used for  funding  variable life
insurance policies through variable life separate accounts sponsored by us or by
third parties. This is referred to as "mixed funding."

16
<PAGE>
It is conceivable that,  in the future, it  may be disadvantageous for  variable
annuity  separate accounts and variable life separate accounts of the same or of
an unaffiliated insurance company to invest in these Funds simultaneously, since
the interests  of the  contract holders  or policy  owners or  of the  insurance
companies  may differ. Each Fund's Board of  Trustees or Directors has agreed to
monitor events in order to identify any material irreconcilable conflicts  which
may  possibly arise  and to determine  what action,  if any, should  be taken in
response thereto. If such a conflict were to occur, one of the separate accounts
might withdraw its  investment in a  Fund. This  might force that  Fund to  sell
portfolio securities at disadvantageous prices.

ADDITIONAL FUNDS, LIMITATIONS ON SELECTION OF FUNDS AND SUBSTITUTION OF FUNDS

We  may, from  time to  time, add additional  mutual funds  as eligible variable
funding options under the Contracts. In such event, the Contract Holder or  you,
if permitted by the Contract Holder, may be permitted to select from these other
funds,  subject to any conditions  that may be imposed  in connection with those
options. No more  than 18 different  choices may be  made over the  life of  the
Account.

The  Company's current policy is to allow only Aetna Variable Fund, Aetna Income
Shares and  Aetna  Investment  Advisers  Fund,  Inc.  to  be  used  as  variable
investment  options  during  the Annuity  Period.  See  "Annuity Period--Annuity
Period Elections."

The Contract Holder may decide to offer only a select number of Funds as funding
options under its  Plan, or  may decide  to substitute  shares of  one Fund  for
shares of another Fund currently held by the Separate Account.

                                    PURCHASE

CONTRACT PURCHASE

An  organization eligible to establish deferred compensation plans may acquire a
group Contract for its  Plan by filling out  the appropriate master  application
form  and returning it  to the Company or  to a Distributor  for delivery to the
Company. Once we  approve the  application, a group  Contract is  issued to  the
organization  as Contract Holder. The Contract Holder exercises all rights under
the Contracts.  See  "Contracts." A  Single  Purchase Payment  Account  will  be
established  for lump-sum transfers  of amounts accumulated  under a preexisting
Plan. An installment  Purchase Payment  Account will be  issued for  continuing,
periodic payments.

Employees  of the Contract Holder  may fill out an  enrollment form or forms and
return them to the Company or to  a Distributor for delivery to the Company  for
review,   acceptance  or  rejection.  The  Company  must  accept  or  reject  an
application or enrollment form within two  business days of its receipt. If  the
application  or enrollment form is  incomplete, the Company may  hold it and any
accompanying Purchase Payment for five days.  Purchase Payments may be held  for
longer  periods only  with the  consent of  the Contract  Holder or Participant,
pending acceptance of the application or enrollment form. If the application  or
enrollment form is accepted, a Contract will be issued to the Contract Holder or
the  Purchase Payment  will be accepted.  Any Purchase  Payment accompanying the
application  or  enrollment  form  or  received  prior  to  acceptance  of   the
application  or enrollment form, will be invested  as of the date of acceptance.
If the application or enrollment form is rejected, the application or enrollment
form and any Purchase Payments will be returned to the Contract Holder.  Initial
payments  held for longer than  the five business days  will be deposited in the
Aetna Variable Encore Fund until the forms are completed.

For Contracts sold  to taxable  organizations, this Contract  may be  aggregated
with  other Annuity Contracts purchased by the  Contract Holder from us (and our
affiliates) on or after October 21, 1988 for purposes of determining the taxable
portion of payments from this Contract. (See "Tax Status.")

The Contract Holder may cancel the  contract within 10 days after receiving  it.
See "Contracts--Right to Cancel" for more information.

                                                                              17
<PAGE>
PURCHASE PAYMENTS

Once  the application or enrollment form  is accepted, Purchase Payments will be
credited to an  Account for  allocation to  the applicable  funding options.  If
required,  premium  taxes  will  be deducted  prior  to  crediting  the Purchase
Payments  to  the  Account.  See  "Charges  and  Deductions--Premium  Tax"   and
"Determining Contract Value--Accumulation Units."

The Code may limit the total amount of Purchase Payments made on a Participant's
behalf in a year. See "Tax Status."

MINIMUM AND MAXIMUM PURCHASE PAYMENTS

There  is currently no  minimum amount for  lump-sum purchase payments; however,
the Company reserves the right to set such a minimum in the future.  Installment
Purchase  Payments  must  be  at  least $100  per  month  ($1,200  annually) per
Participant, and may not be less than  $25 per payment. In addition, a  distinct
Account  will be established  for each lump-sum  payment of $10,000  or more per
Participant.

Single Purchase Payment Accounts are  established for lump-sum transfers to  the
Company  of amounts  accumulated under  a pre-existing  Plan involving  at least
$75,000 with an average Purchase Payment of $10,000 or more per Participant.

The Code  imposes  a maximum  limit  on annual  Purchase  Payments that  may  be
excluded  from your gross income. For  Section 457 Plan Participants, such limit
is generally the  lesser of $7,500  or 33 1/3%  of your includable  compensation
(25% of gross compensation).

ALLOCATING PURCHASE PAYMENTS

Each Purchase Payment is forwarded to us through a Distributor.

The  Contract Holder or you,  if permitted by the  Contract Holder, may elect to
have each  Purchase Payment  accumulate  (i) on  a  variable basis  through  the
Separate  Account by  investment in  shares of  one or  more of  the Funds; (ii)
through the Fixed Account or the Fixed  Plus Account (see Appendix II and  III);
(iii) under the Guaranteed Accumulation Account; or (iv) in a combination of (i)
(ii)  and (iii). Not all options are  available under all Plans. Your enrollment
materials should  indicate which  options are  available for  you. The  Contract
Holder,  or  you, if  permitted by  the  Contract Holder,  must indicate  on the
enrollment forms  how  the  Purchase  Payments should  be  allocated  among  the
options.  The allocations  must be in  terms of whole  percentages. All Purchase
Payments received thereafter will be allocated in the same percentages until new
allocation instructions are received. See the applicable Appendix regarding  the
allocation  of  amounts  to  the  Fixed  Account,  Fixed  Plus  Account,  or the
Guaranteed Accumulation Account.

DESIGNATIONS OF ANNUITANT

Under the terms  of the  Contract, the Participant  must be  the Annuitant.  See
"Contracts--Rights Under the Contract."

DISTRIBUTION

The  Company  will  serve  as  Underwriter  for  the  securities  sold  by  this
Prospectus. The Company is registered as a broker-dealer with the Securities and
Exchange Commission and is  a member of the  National Association of  Securities
Dealers, Inc. (NASD). As Underwriter, the Company will contract with one or more
registered  broker-dealers ("Distributors"), including at least one affiliate of
the Company, to offer and sell  the Contracts. All persons offering and  selling
the  Contracts must be  registered representatives of  the Distributors and must
also be licensed as insurance agents  to sell Variable Annuity Contracts.  These
registered   representatives  may  also  provide  services  to  Participants  in
connection with establishing their Accounts under the Contract.

Persons offering and selling the Contracts may receive commissions in connection
with the sale of the Contracts.  The maximum percentage amount that the  Company
will  ever pay as commission with respect  to any given Purchase Payment is with
respect to  those made  during the  first  year of  Purchase Payments  under  an
Account.  That percentage  amount will  range from  1% to  6% of  those Purchase
Payments.   The    Company    may    also    pay    renewal    commissions    on

18
<PAGE>
Purchase  Payments made after  the first year and  asset-based service fees. The
average of all payments made by the Company is estimated to equal  approximately
3% of the total Purchase Payments made over the life of an average Contract. The
Company may also reimburse the Distributor for certain actual expenses. The name
of  the  Distributor  and  the registered  representative  responsible  for your
Account are set  forth on your  enrollment form. Commissions  and sales  related
expenses  are paid by the  Company and are not  deducted from Purchase Payments.
See "Charges and Deductions--Deferred Sales Charge."

Occasionally, we  may  pay  commissions  and  fees  to  Distributors  which  are
affiliated  or associated with  the Contract Holder or  the Participants. We may
also enter  into agreements  with  some entities  associated with  the  Contract
Holder  or  Participants in  which we  would  agree to  pay the  association for
certain services in connection with  administering the Contracts. In both  these
circumstances  there may be an understanding that the Distributor or association
would endorse the Company as a provider of the Contract. You will be notified if
you are purchasing a Contract that is subject to these arrangements.

                           DETERMINING CONTRACT VALUE

ACCUMULATION UNITS

A Purchase Payment that is directed to one or more of the Funds is deposited  in
the  Separate Account and  credited to the  Account in the  form of Accumulation
Units for  each Fund  selected. The  number of  Accumulation Units  credited  is
determined  by dividing the  applicable portion of the  Purchase Payment by that
Contract's Accumulation Unit  value of  the appropriate  Fund. The  Accumulation
Unit  value used is  that next-computed following  the date on  which a Purchase
Payment is  received, unless  the application  has not  been accepted.  In  that
event,  Purchase Payments will  be credited at the  Accumulation Unit value next
determined after  acceptance  of  the  application.  Shares  of  the  Funds  are
purchased  by the Separate Account at the net asset value next determined by the
Fund following receipt of Purchase Payments  by the Separate Account. The  value
of  Accumulation  Units  attributable  to  the Funds  will  be  affected  by the
investment performance, expenses and charges of those Funds.

Accumulation Units are valued separately for each Fund. Therefore, if you  elect
to  have a Purchase  Payment invested in  a combination of  Funds, you will have
Accumulation Units credited from more than one source. The value of your Account
as of the most recent Valuation Period is determined by adding the value of  any
Accumulation  Units attributed to the Fund(s) you  have selected to the value of
any amounts invested in the Fixed Account, Fixed Plus Account and in GAA.

NET INVESTMENT FACTOR

The value of  an Accumulation  Unit for any  Valuation Period  is calculated  by
multiplying  the Accumulation Unit value for the immediately preceding Valuation
Period by the net investment factor of the appropriate investment option for the
current period.

The net investment factor is calculated separately for each Fund in which assets
of the Separate Account  are invested. It is  determined by adding 1.0000000  to
the net investment rate.

The  net investment  rate equals  (a) the  net assets  of the  Fund held  by the
Separate Account at the end of a  Valuation Period, minus (b) the net assets  of
the  Fund held by the  Separate Account at the  beginning of a Valuation Period,
plus or minus  (c) taxes or  provision for  taxes, if any,  attributable to  the
operation  of  the Separate  Account, divided  by  (d) the  value of  the Fund's
Accumulation and Annuity Units held by the Separate Account at the beginning  of
the  Valuation Period, minus (e)  a daily charge at an  annual rate of 0.75% for
the Annuity  mortality and  expense risks,  and a  daily administrative  expense
charge  which will  not exceed 0.25%  (0% through  April 30, 1996)  on an annual
basis. The net investment rate may be more or less than zero.

                                                                              19
<PAGE>
                                   CONTRACTS

GENERAL

The Contracts are annuities which means that they provide payments in the future
for a fixed period or for life. See "Annuity Period." The amount of the payments
made during the  Annuity Period  will be determined  by the  amount of  Purchase
Payments  received by the Company for your Account and on the investment results
of the funding  options that  the Contract Holder,  or you,  if applicable,  has
selected. The Contracts offer the ability to have Purchase Payments allocated to
a  fixed account which guarantees a minimum  rate of interest, to the Guaranteed
Accumulation Account, or to the Separate Account which allows the amounts to  be
invested  in the shares of a variety of different funds. See "Description of the
Funds."

The Contracts described in  this Prospectus are  designed to provide  retirement
benefits to Participants under:

(1)Employer-sponsored   deferred  compensation  plans  sponsored  by  tax-exempt
   organizations for deferrals not  subject to Code Section  457 and by  taxable
   organizations    for   their   employees   and/or   independent   contractors
   ("Non-Section 457 Plans"); and

(2)Employer-sponsored  deferred  compensation  plans  sponsored  by   tax-exempt
   organizations  for deferrals that  are subject to Code  Section 457 for their
   employees and/or independent contractors ("Section 457 Plans").

RIGHT TO CANCEL

The Contract  Holder  may cancel  the  Contract no  later  than ten  days  after
receiving  it (or as otherwise allowed by state law) by returning it, along with
a written notice of cancellation, to us. We will produce a refund not later than
seven days  after receiving  the Contract  and the  written notice  at our  Home
Office.  Unless the applicable state law  requires a refund of Purchase Payments
only, we will  refund the  Purchase Payment(s) plus  any increase  or minus  any
decrease  in the  value attributable to  any Purchase Payments  allocated to the
variable option(s).

RIGHTS UNDER THE CONTRACT

All rights under the  Contract rest with the  Contract Holder, which is  usually
the  employer or other obligor under the Plan.  The Contract will be part of the
employer's general  assets, subject  to  the claims  of its  general  creditors.
Benefits available to you are governed exclusively by the provisions of the Plan
and  are backed only by the general assets  of the employer. Some of the options
and elections  under  the  Contract  may  not be  available  to  you  under  the
provisions  of the  Plan. Contact  your employer  for information  regarding the
specifics of your plan.

ALLOCATION CHANGES AND TRANSFERS

During each calendar  year, the  Contract Holder, or  you, if  permitted by  the
Contract Holder, may change the allocation of future Net Purchase Payments among
the allowable investment options. Unlimited allocation changes are allowed.

You  may also make any  number of transfers of not  less than $500 among funding
options during the calendar year, without charge.

Any transfer will be based on the Accumulation Unit value next determined  after
we  receive a valid request at our Home  Office. See Appendix I, II, and III for
information on transfers from credited interest options.

During the Annuity Period, transfers of accumulated values are not allowed.

WITHDRAWALS DURING ACCUMULATION PERIOD

The Contract Holder may withdraw  all or a portion  of the Account Value  during
the  Accumulation Period by properly completing  a disbursement form and sending
it to the Home Office. Disbursement forms are available from the Company and our
representatives. Withdrawals may be requested in one of the following ways:

20
<PAGE>
- - FULL WITHDRAWAL OF THE CONTRACT: The amount paid will be the full value of the
  Funds, GAA and  the Fixed Account  held in all  Accounts minus any  applicable
  deferred  sales charge  plus one-fifth  of the amount  held in  the Fixed Plus
  Account*,  minus   any   Fixed   Plus  Account   withdrawals,   transfers   or
  annuitizations  made in the prior 12 months.  Amount withdrawn from GAA may be
  subject to a market value adjustment. See Appendix I.

- - FULL WITHDRAWAL OF AN ACCOUNT: The amount  paid will be the full value of  the
  Funds,  GAA and  the Fixed  Account held in  the Account  minus any applicable
  deferred sales charge  plus one-fifth  of the amount  held in  the Fixed  Plus
  Account*,   minus   any   Fixed  Plus   Account   withdrawals,   transfers  or
  annuitizations made in the prior 12 months. Amounts withdrawn from GAA may  be
  subject to a market value adjustment. See Appendix I.

- - PARTIAL WITHDRAWAL (PERCENTAGE): The amount paid will be the percentage of the
  Account  value requested minus any  applicable deferred sales charge. However,
  amounts withdrawn from  the Fixed Plus  Account may not  exceed 20% minus  any
  Fixed  Plus Account withdrawals,  transfers or annuitizations  in the prior 12
  months.** Amounts  withdrawn  from  GAA  may be  subject  to  a  market  value
  adjustment. See Appendix I.

- - PARTIAL  WITHDRAWAL  (SPECIFIC DOLLAR  AMOUNT): The  amount  paid will  be the
  dollar amount requested. However, the  amount withdrawn from the Account  will
  equal  the dollar amount requested, plus any applicable deferred sales charge.
  The amount withdrawn from the Fixed Plus Account may not exceed 20% minus  any
  Fixed  Plus Account withdrawals,  transfers or annuitizations  in the prior 12
  months.** Amounts  withdrawn  from  GAA  may be  subject  to  a  market  value
  adjustment. See Appendix I.

* Note: The balance of the amount held in the Fixed Plus Account will be paid in
  four   annual  installments.  If  a  full   withdrawal  is  due  to  death  or
  annuitization, or if the Account Value is $3,500 or less (and no  withdrawals,
  transfers  or annuitizations have been made  from the Account within the prior
  twelve months), the entire amount held in the Fixed Plus Account will be  paid
  in  one lump sum (or  used to provide Annuity  payments) rather than in annual
  installments. See Appendix III for more information.

**The 20% limit is waived if the  partial withdrawal is due to annuitization  or
  death. See Appendix III for more information.

All  amounts paid will be based on Account Values as of the end of the Valuation
Period in which the request is received  in the Home Office. If a later  payment
date is specified, the amount paid will be based on the Account Value as of that
date.  For any  partial withdrawal, unless  requested otherwise  by the Contract
Holder, the  value  of  the  Accumulation  Units  cancelled  will  be  withdrawn
proportionately from each investment option used under the Account.

Payments   for  withdrawal  requests  (subject   to  the  above  limitations  on
withdrawals from the  Fixed Plus Account)  will be made  in accordance with  SEC
requirements,  but normally not later than  seven calendar days after a properly
completed disbursement  form is  received at  our Home  Office or  within  seven
calendar  days of the  date the disbursement  form may specify.  Payments may be
delayed for: (a) any period in which the New York Stock Exchange ("Exchange") is
closed (other than customary weekend and  holiday closings) or in which  trading
on the Exchange is restricted; (b) any period in which an emergency exists where
disposal  of securities held by the funds is not reasonably practicable or where
it is not reasonably practicable for the value of the assets of the Funds to  be
fairly  determined; or (c) such other periods as the SEC may by order permit for
the protection of Contract Holders and Participants. The conditions under  which
restricted  trading or an emergency exists shall  be determined by the rules and
regulations of the SEC.

For Contracts sold to taxable  organizations, tax treatment of withdrawals  from
this  Contract  may  be  modified  if the  Contract  Holder  owns  other Annuity
Contracts issued by the Company (and  its affiliates) that were purchased on  or
after October 21, 1988. (See "Tax Status.")

                             CHARGES AND DEDUCTIONS

This  section describes  the maximum  Contract charges  which we  may deduct for
administrative expenses and sales-related  expenses. A description of  mortality
and expense risk charges and Fund expenses is also included.

                                                                              21
<PAGE>
Certain Contract Holders may qualify for a reduction of the charges described in
this section. We will not reduce or eliminate any charges that would be unfairly
discriminatory to any other Contract Holders.

MORTALITY AND EXPENSE RISK CHARGES

We  make a daily deduction  from the Separate Account  for mortality and expense
risks. The  deduction, made  as part  of the  calculation of  Accumulation  Unit
value(s),  is  equivalent to  0.75%  per year.  During  the Annuity  Period, the
deduction for mortality and expense risks is equivalent to 1.25%. The  mortality
risk  charge is  to compensate  us for  the risk  we assume  when we  promise to
continue making payments  for the  lives of individual  Annuitants according  to
Annuity  rates specified in the Contract at issue. The expense risk charge is to
compensate us for  the risk that  actual expenses for  costs incurred under  the
Contract  will exceed the maximum costs that  can be charged under the Contract.
For 1994, we received $8,918,042 for mortality and expense risks from  Contracts
under Account B.

ADMINISTRATIVE EXPENSE CHARGE

We  reserve the right to deduct  a daily charge of not  more than 0.25% per year
from the variable portion  of Contract values  to reimburse us  for some of  the
expenses  incurred by us for administering  the Contract. We will establish this
charge on an annual basis effective each May 1 through April 30 of the following
year. During the Accumulation Period, the charge may fluctuate annually. Once an
Annuity option is elected, no further change will be made to the  then-effective
administrative fee deducted from the variable portion of Annuity Payments.

For  the period  through April 30,  1996, we  have established the  charge to be
zero. Since the administrative  expense charge is a  percentage of the  variable
portion  of Account Values, there  may be no relationship  between the amount so
deducted and the amount of expenses attributable to the Contract.

FUND EXPENSES

Each Fund has an  investment adviser. An investment  advisory fee, based on  the
Fund's  average net assets, is deducted from the assets of each Fund and paid to
the investment adviser.

Most expenses incurred in the  operations of each Fund  are borne by that  Fund.
Fund  advisers may  reimburse the  Funds they  advise for  some or  all of these
expenses. For further  details on  each Fund's  expenses, you  and the  Contract
Holder  should read the accompanying prospectus for  each Fund, and refer to the
Fee Table in this Prospectus.

CHARGES FOR WITHDRAWALS (DEFERRED SALES CHARGE)

There are  no deductions  from  Purchase Payments  for sales  or  administrative
expenses. However, if all or any portion of an Account value is withdrawn during
the  Accumulation Period, a  percentage of the amount  withdrawn may be deducted
from that amount as a  deferred sales charge, so that  we may recover sales  and
administration-related  expenses. In addition, if the nonlifetime Annuity option
is elected on a variable basis and the remaining value is withdrawn before three
years of Annuity  payments have  been completed, the  applicable deferred  sales
charge  will be assessed. (See "Annuity Options.") (For a further explanation of
a deferred  sales  charge  calculation,  see  "Withdrawals  During  Accumulation
Period.")

The following tables reflect the deferred sales charge deduction as a percentage
of the amount withdrawn from the Funds, GAA and the Fixed Account.

22
<PAGE>
<TABLE>
<CAPTION>
           INSTALLMENT PURCHASE PAYMENT ACCOUNTS:
  PURCHASE PAYMENT                           DEFERRED SALES
  PERIODS COMPLETED                         CHARGE DEDUCTION
  ----------------------------------------  ----------------
<C>                                         <C>
  Less than 5                                      5%
  5 or more but less than 7                        4%
  7 or more but less than 9                        3%
  9 or 10                                          2%
  More than 10                                     0%

<CAPTION>
              SINGLE PURCHASE PAYMENT ACCOUNTS:
  ACCOUNT YEARS                              DEFERRED SALES
  COMPLETED                                 CHARGE DEDUCTION
  ----------------------------------------  ----------------
<C>                                         <C>
  Less than 5                                      5%
  5 or more but less than 6                        4%
  6 or more but less than 7                        3%
  7 or more but less than 8                        2%
  8 or more but less than 9                        1%
  9 or more                                        0%
</TABLE>

The  deduction for the deferred  sales charge will not  exceed 8.5% of the total
Purchase Payments made to the Account.

For all Non-Section 457 Plans, a deferred sales charge is not deducted from  any
portion of the Account Value which is:

(a) applied to provide Annuity benefits;
(b) withdrawn  on or after  the tenth anniversary  of the effective  date of the
    Account or Plan Account;
(c) paid due to the death of the Participant;
(d) withdrawn due to the election of the Systematic Withdrawal Option;
(e) paid where  the Account  Value is  $3,500 or  less and  no amount  has  been
    withdrawn  from that Account  within the prior  12 months. If  more than one
    Account is being  fully withdrawn on  behalf of a  Participant, all  Account
    Values  will  be  added together  to  determine eligibility  for  the $3,500
    exemption. This  provision  is  not available  under  Plan  Accounts  (where
    Accounts  are not  maintained by  the Company) nor  is it  applicable to the
    withdrawal of all Accounts under one Contract established with the Company;
(f) paid due to the Participant's separation from service with the employer; or
(g) withdrawn  from  an  installment  Purchase  Payment  Account  provided   the
    Participant  is at least age  59 1/2 and nine  Purchase Payment periods have
    been completed.

For Section 457 Plans, a deferred sales charge is not deducted from any  portion
of the Account Value which is:

(a) applied to provide Annuity benefits;
(b) withdrawn  on or after  the tenth anniversary  of the effective  date of the
    Account or Plan Account;
(c) paid due to the death of the Participant;
(d) withdrawn  due  to  the  election  of  the  Estate  Conservation  Option  or
    Systematic Withdrawal Option;
(e) withdrawn  from  an  installment  Purchase  Payment  Account  providing  the
    Participant is at least  age 59 1/2 and  nine Purchase Payment Periods  have
    been completed for the benefit of the Participant;
(f) withdrawn  due to a  hardship resulting from  an unforeseeable emergency, as
    specified in the Code;
(g) paid due to the Participant's separation from service with the employer; or
(h) paid where  the Account  Value is  $3,500 or  less and  no amount  has  been
    withdrawn  or used to purchase Annuity benefits from that Account during the
    prior 12 months. If more than one Account is being fully withdrawn on behalf
    of a Participant,  all Account Values  will be added  together to  determine
    eligibility  for the $3,500 exemption. This provision is not available under
    Plan Accounts (where Accounts are not  maintained by the Company) nor is  it
    applicable  to the withdrawal of all Accounts under one Contract established
    with the Company.

Based on our  actuarial determination, we  do not anticipate  that the  deferred
sales  charge will  cover all  sales and  administrative expenses  which we will
incur in connection with the Contract. Also, we do not intend to profit from the
administrative expense charge, if imposed. We  do hope to profit from the  daily
deduction for mortality and expense risks. Any such profit, as well as any other
profit  realized by us and held in the general account (which supports insurance
and annuity obligations), would be  available for any proper corporate  purpose,
including, but not limited to, payment of sales and distribution expenses.

                                                                              23
<PAGE>
Reduction  or  elimination  of the  deferred  sales  charge can  be  made  if we
anticipate we will incur decreased sales-related  expenses due to the nature  of
the  Plan to  which the  Contract is  issued. When  considering a  change to the
deferred sales charge, we will take into account:

(a) The size, characteristics  and nature of  the group to  which a Contract  is
    issued;

(b) The   expected  level  of  initial  agent  or  our  involvement  during  the
    establishment and  maintenance  of  the Contract  including  the  amount  of
    enrollment  activity required,  and the  amount of  service required  by the
    Contract Holder in support of the Plan;

(c) Contract Holder involvement in conducting ongoing enrollment of subsequently
    eligible Participants; and

(d) Any other factors which we anticipate will affect the sales-related expenses
    associated with the sale of the Contract in connection with the Plan.

PREMIUM TAX

Several states and municipalities impose  a premium tax on Annuities.  Currently
such  taxes range up to 4%. Ordinarily, in  states that do impose a premium tax,
it would be deducted from the amount  applied to an Annuity option. However,  we
reserve  the right to deduct  a state premium tax at  any time from the Purchase
Payment(s) or from the Account Value  based upon our determination of when  such
tax is due.

Any  municipal premium tax assessed  at a rate in excess  of 1% will be deducted
from the Purchase Payments or from the amount applied to an Annuity option based
upon our determination of  when such tax  is due. We  will absorb any  municipal
premium  tax which is assessed at 1% or  less. We reserve the right, however, to
reflect this added expense in its  Annuity purchase rates for residents of  such
municipalities.

                         ADDITIONAL WITHDRAWAL OPTIONS

GENERAL

We  offer two  withdrawal options that  are not considered  Annuity options: the
Estate Conservation Option ("ECO") and the Systematic Withdrawal Option ("SWO").
ECO is available only to Section 457 Plan Participants.

No deferred sales  charge is  assessed on  the amounts  distributed under  these
options.  Since ECO and SWO are not Annuity options, the Accounts remains in the
Accumulation Period, retains all  the rights and  flexibility described in  this
prospectus,  and is  subject to  all other  contract charges.  The value  of the
Accumulation  Units  cancelled  will  be  withdrawn  proportionately  from   the
investment  options used under the Account. We reserve the right to discountinue
the availability of these options and to change the terms for future elections.

Once elected, the applicable option(s) may be revoked by the Contract Holder  or
Participant  at any time by submitting a written request to our Home Office. Any
revocation will apply  only to  the amounts  not yet paid.  Once ECO  or SWO  is
revoked, it may not be elected again. However, if you die after revoking SWO but
before  a minimum distribution is required, the Contract Holder can elect SWO on
behalf of your spouse if your spouse is the Plan beneficiary.

You should determine the availability of ECO and SWO under the Plan (by checking
with your  employer), and  the terms  and conditions  that may  apply (the  Code
requires  that any pay-out  election under a deferred  compensation plan must be
irrevocable). You must have an Account Value of at least $25,000 at the time  of
election.

SWO is different from ECO in the following ways: (1) SWO payments are made for a
fixed  dollar amount or  fixed time period  whereas ECO payments  vary in dollar
amount and are made during your  lifetime, and (2) generally, SWO payments  will
be  higher than expected  ECO payments. You should  carefully assess your future
income needs when considering the election of these options.

24
<PAGE>
ESTATE CONSERVATION OPTION

At the time of ECO election, the value of your Account applied to ECO must be at
least $25,000. The first distribution may not be made until the first day of the
calendar year in which you attain age 70 1/2.

We will calculate and distribute an annual amount using the method contained  in
the   Code's  minimum  distribution  regulations.  The  annual  distribution  is
determined by dividing  the prior December  31 value  of the Account  by a  life
expectancy  factor. The factor will  be based on either  your life expectancy or
the joint life  expectancies of  you and  your designated  Plan beneficiary,  as
directed  by the Contract Holder, and based on tables in IRS regulations. If ECO
is elected based only on  your life expectancy, the  full Account Value must  be
distributed  in  the  year  following  your death  as  required  by  current IRS
regulations. If ECO is based on joint life expectancy and the survivor dies, the
full Account must be distributed in the year following his or her death. Factors
will be recalculated for each year's  distribution. The value of the Account  to
be  used in this calculation is the value on the December 31st prior to the year
for which payment is being made. This calculation will be changed, if necessary,
to conform to changes in the Code or applicable regulations.

SYSTEMATIC WITHDRAWAL OPTION

SWO payments  may  be monthly,  quarterly,  semiannually or  annually.  However,
distributions  may  not be  elected until  you are  eligible to  begin receiving
distributions under the Plan.  No election may  be made that  would result in  a
payment of less than $250.

At the time of SWO election, the value of your Account(s) applied to SWO must be
at least $25,000.

One of two methods of distribution may be elected:

(a) Specified  Payment --  payments of  a designated  amount. The  annual dollar
    amount chosen cannot be greater than  20% of the initial cash value  applied
    to  SWO. The Specified  Payment amount will remain  constant unless a higher
    amount is required under Code minimum distribution requirements. The minimum
    required distribution is determined by dividing the value of the Account  or
    Participant's  portion of the Plan Account on the December 31st prior to the
    year for which payment is being made  by the life expectancy factor. If  the
    dollar  amount chosen is less than the Code's minimum required distribution,
    we will pay the minimum distribution amount.

(b) Specified Period --  payments for  a designated time  period. The  specified
    period  must be at least 5 years but not greater than the Participant's life
    expectancy factor. Each  annual distribution is  determined by dividing  the
    value  of the Account  or Participant's portion  of the Plan  Account on the
    December 31st prior to the year for  which the payment is being made by  the
    number  of years  remaining in  the elected  period. For  payments made more
    often than annually, the annual payment result (calculated above) is divided
    by the number of payments due each year.

A life expectancy  factor from  tables designated  by the  IRS will  be used  to
determine the minimum distribution amounts required. The factor will be based on
either  your life  expectancy or  the joint  life expectancies  of you  and your
designated beneficiary,  as directed  by the  Contract Holder.  Factors will  be
reduced by one for each distribution year.

                                 ANNUITY PERIOD

ANNUITY PERIOD ELECTIONS

The  Contract Holder  must notify us  in writing  of the Annuity  start date and
Annuity option elected. Until a date and option are elected, the Account or Plan
Account will continue in the Accumulation Period.

The Contract Holder  must give  written notice  to us  at least  30 days  before
Annuity  payments  begin, electing  or changing  (a) the  date on  which Annuity
payments are to begin, (b) the Annuity  option, (c) whether the payments are  to
be  made monthly,  quarterly, semiannually or  annually, and  (d) the investment
option(s) used to  provide Annuity  payments (i.e.,  a fixed  annuity using  the
general  account,  Aetna Variable  Fund, Aetna  Income Shares,  Aetna Investment
Advisers

                                                                              25
<PAGE>
Fund, Inc., or any combination thereof).  No other variable Funds may  currently
be  used as investment options during  the Annuity Period. Once Annuity Payments
begin, the Annuity Option may  not be changed, nor  may transfers be made  among
funding options.

During  the Annuity Period,  we will deduct  a daily mortality  and expense risk
charge equivalent  to  1.25%  annually  from amounts  held  under  the  variable
options.

We may also deduct a daily administrative expense charge from amounts held under
the  variable options. The charge, established when a variable Annuity option is
elected, will not exceed  0.25% per year  of amounts held  on a variable  basis.
Once established, the charge will be effective during the entire Annuity Period.

If Annuity payments are to be made on a variable basis, the first and subsequent
payments  will vary  depending on  the assumed net  investment rate  (3 1/2% per
annum, unless a  5% annual rate  is elected). Selection  of a 5%  rate causes  a
higher  first payment, but Annuity payments will increase thereafter only to the
extent that the net investment rate  exceeds 5% on an annualized basis.  Annuity
payments would decline if the rate were below 5%. Use of the 3 1/2% assumed rate
causes  a  lower  first payment,  but  subsequent payments  would  increase more
rapidly or decline more slowly as changes occur in the net investment rate.

No election may be  made that would  result in a first  Annuity payment of  less
than $20 or total yearly Annuity payments of less than $100. If the value of the
Account  or Plan  Account is  insufficient to  elect an  option for  the minimum
amount specified, a lump-sum payment must be elected.

When payments start, the age of the Annuitant plus the number of years for which
payments are guaranteed must not exceed 95.

NON-SECTION 457 PLANS. For  all Non-Section 457 Plans,  the retirement date  and
the  Annuity Options available  to Participants are  normally established by the
terms of the Plan.

SECTION  457  PLANS.  Section  401(a)(9)  of  the  Code  has  required   minimum
distribution  rules  for  Section 457  Plans.  For  all Section  457  Plans, the
retirement  date  and  the  Annuity  Options  available  to  you  are   normally
established  by the terms of  the Plan, subject to  applicable provisions of the
Code. Under such rules,  generally, for all  nongovernmental Section 457  Plans,
distributions  must begin no later than April 1st of the calendar year following
the calendar year  in which  the Participant attains  age 70  1/2. In  addition,
distributions  must  be in  a form  and  amount sufficient  to satisfy  the Code
requirements.

In  determining  the  amount  of  benefit  payments,  the  minimum  distribution
incidental death benefit rule described in IRS regulations* must be satisfied.

Annuity payments may not extend beyond (a) your life, (b) the joint lives of you
and  your  Plan  beneficiary,  (c)  a  period  certain  greater  than  your life
expectancy, or (d) a period certain greater than the joint life expectancies  of
you and your Plan beneficiary.

You  will be subject to a 50% federal  penalty tax on the amount of distribution
required  each  year  which  is   not  distributed  under  the  Code's   minimum
distribution rules.

* This  rule  assures  that  any  death  benefits  payable  under  the  Plan are
  incidental to the primary purpose of  the Plan which is to provide  retirement
  benefits  or deferred compensation to you.  The amount to be distributed under
  this rule is determined  from tables contained in  the IRS regulations and  is
  based on your age or the ages of you and your Plan beneficiary.

26
<PAGE>
ANNUITY OPTIONS

LIFETIME:

(a) Life  Annuity--An  Annuity  with  payments guaranteed  to  the  date  of the
    Annuitant's death. This option may  be elected with payments guaranteed  for
    5,  10, 15 or  20 years. Because  it provides a  specified minimum number of
    Annuity payments, the  election of  a guaranteed payment  period results  in
    somewhat lower payments.

(b) Life  Income Based  Upon the  Lives of Two  Payees--An Annuity  will be paid
    during the lives  of the  Annuitant and  a second  Annuitant. Payments  will
    continue  until both  Annuitants have  died. When  this option  is chosen, a
    choice must be made of:

    (i)  100% of the payment to continue after the first death;

    (ii) 66 2/3% of the payment to continue after the first death;

    (iii) 50% of the payment to continue after the first death;

    (iv) Payments for  a minimum  of 120  months, with  100% of  the payment  to
       continue after the first death; or

    (v) 100% of the payment to continue at the death of the second Annuitant and
       50% of the payment to continue at the death of the Annuitant.

Because  (iv)  provides  a specified  minimum  number of  Annuity  payments, the
election of the  guaranteed payment  period results in  somewhat lower  payments
than options not providing a guaranteed payment period.

Payments  under any lifetime Annuity option will be determined without regard to
the sex of the Annuitant(s). Such Annuity  payments will be based solely on  the
age of the Annuitant(s).

If  a lifetime option is elected without a guaranteed minimum payment period, it
is possible that only one  Annuity payment will be  made if the Annuitant  under
(a),  or the surviving Annuitant  under (b) should die prior  to the due date of
the second Annuity payment.

Once lifetime  Annuity  payments begin,  neither  the Contract  Holder  nor  the
Annuitant  can  elect to  receive a  lump-sum settlement  or change  the Annuity
option elected.

NONLIFETIME:

Under the nonlifetime option,  the type of annuity  (fixed or variable) and  the
number  of years that may  be selected are determined  by the investment options
used prior to annuitization.

    Payments for a Specified Period of Time--For amounts held in the Fixed  Plus
    Account,  an Annuity with payments to be made for at least five but not more
    than thirty years on a  fixed basis. For amounts held  in the Funds, GAA  or
    the  Fixed Account, an Annuity with payments  to be made for three to thirty
    years, as selected, on a fixed or variable basis. If this option is  elected
    on  a variable basis, the Contract Holder may request at any time during the
    payment period that the present value of all or any portion of the remaining
    variable payments be paid in one  sum. However, any lump-sum elected  before
    three  years of payments have been completed will be treated as a withdrawal
    during the Accumulation Period and any applicable deferred sales charge will
    be assessed. (See "Charges  and Deductions--Charges for Withdrawals.")  This
    option  is not available on a variable basis under a Contract which provides
    for immediate Annuity benefits.

We make a  daily deduction  for mortality and  expense risks  from any  Contract
values  held on  a variable basis.  (See "Charges  and Deductions--Mortality and
Expense Risk Charges.") Therefore, electing the nonlifetime option on a variable
basis will result in a deduction being  made even though we assume no  mortality
risk.

                                                                              27
<PAGE>
In  addition to the Annuity  options described above, we  may, with the Contract
Holder's consent, make optional  methods of payment available  to you and  other
payees.

                                 DEATH BENEFIT

ACCUMULATION PERIOD

All  or a portion of any death proceeds may  be (a) paid to the beneficiary in a
lump sum;  (b)  applied  under  any  of the  Annuity  Options;  (c)  subject  to
applicable  provisions of the Code, left  in the variable investment options; or
(d) if the  beneficiary is  your spouse,  paid under  ECO or  SWO. Any  lump-sum
payment  paid during the Accumulation Period  will normally be made within seven
calendar days after proof of  death acceptable to us  and a request for  payment
are received at our Home Office.

Until  the election of a method of payment, amounts will remain invested as they
were before death. For Section 457  Plans, the Code requires that  distributions
begin within a certain time period, as described below. If no elections are made
concerning  distribution,  no distributions  will be  made. Failure  to commence
distribution within the following time periods can result in tax penalties.

    NON-SECTION 457 PLANS. For Non-Section 457  Plans, if required by the  Code,
    the  entire value must  be distributed within  five years after  the date of
    death unless an Annuity Option is elected within one year.

    SECTION 457 PLANS. For all Section 457 Plans, if your designated beneficiary
    under the Section  457 Plan is  your surviving spouse,  distribution to  the
    Plan  beneficiary is not required to begin  earlier than when you would have
    attained age  70  1/2 to  begin  Annuity  payments, to  receive  a  lump-sum
    distribution,  or to  elect and begin  receiving distributions  under ECO or
    SWO. If your designated beneficiary under  the Section 457 Plan is not  your
    surviving  spouse, the  Section 457  Plan must  provide that  either Annuity
    Payments begin within  one year of  the Participant's death,  or the  entire
    value  must be distributed within five years of the Participant's death. For
    any non-spouse beneficiary, Annuity payments  may not extend beyond  fifteen
    years.  In either  case, payments to  any Participant's  beneficiary may not
    extend beyond  the  life of  the  Participant's beneficiary  or  any  period
    certain  greater than the Participant beneficiary's life expectancy and must
    be in substantially nonincreasing amounts.

If you die before Annuity Payments have begun and if a lump-sum distribution  is
elected,  the  Plan  beneficiary  will  receive  the  value  of  the  Account or
appropriate portion of the Plan Account's  value determined as of the  Valuation
Period  in which proof of death acceptable to  us and a request for payment from
the Contract Holder are received at our Home Office.

If an Annuity  Option is elected,  the value  applied to the  Annuity Option  is
determined  in the same manner as a  lump-sum distribution, the amount of payout
will depend on the annuity option  elected and the investment option(s) used  to
provide such payments. See "Annuity Period." If amounts are left in the variable
investment  options,  the account  value  will continue  to  be affected  by the
investment  performance  of  the  investment  option(s)  selected.  In  general,
regardless  of the  method of payment,  payments received  by your beneficiaries
after your death  are taxed  in the  same manner as  if you  had received  those
payments. (See "Tax Status.")

ANNUITY PERIOD

If  an  Annuitant dies  after  Annuity payments  have  begun, any  death benefit
payable will  depend upon  the terms  of  the Contract  and the  Annuity  option
selected.

If  lifetime option (a) or (b) was  elected without a guaranteed minimum payment
period under the  Contract, Annuity payments  will cease upon  the death of  the
Annuitant  under a Life  Annuity or the  death of the  surviving Annuitant under
options (b)(i), (ii), (iii) or (v).

28
<PAGE>
Under the  Contract,  if  lifetime  options  (a) or  (b)  were  elected  with  a
guaranteed  minimum payment period  and the death of  the second Annuitant under
option (a) or the surviving Annuitant  under option (b)(iv) occurs prior to  the
end  of that period,  we will pay to  the designated Plan  beneficiary in a lump
sum, unless otherwise  requested, the  present value of  the guaranteed  Annuity
payments  remaining. Such value will be determined as of the Valuation Period in
which proof of death acceptable to us and a request for payment are received  at
our  Home Office. The value will be reduced  by any payments made after the date
of death.

If the nonlifetime option was elected under the Contract and the Annuitant  dies
before all payments are made, the value of any remaining payments may be paid in
a lump sum to the Plan beneficiary and no deferred sales charge will be imposed.
Such value will be determined as of the Valuation Period in which proof of death
acceptable to us and a request for payment are received at our Home Office.

Any  lump sum payment paid under  the applicable lifetime or nonlifetime Annuity
Options will normally be made within  seven calendar days after proof of  death,
acceptable to us, and a request for payment are received at our Home Office.

For Non-Section 457 Plans, if required by the Code, and there is a death benefit
payable  under  the  Annuity  Option  elected,  the  remaining  values  must  be
distributed at least as rapidly as under the original method of distribution.

For Section 457 Plans,  if there is  a death benefit  payable under the  Annuity
Option  elected, Annuity  Payments must  be distributed  to your  beneficiary at
least  as  rapidly  as  under  the  original  method  of  distribution  and   in
substantially nonincreasing amounts.

                                   TAX STATUS

INTRODUCTION

The  following  discussion  is  a  general  discussion  of  federal  income  tax
considerations relating to the Contract and is not intended as tax advice.  This
discussion is not intended to address the tax consequences resulting from all of
the  situations  in  which  a  person  may  be  entitled  to  or  may  receive a
distribution  under  the  Contract.  Any   person  concerned  about  these   tax
implications  should  consult  a  competent tax  adviser  before  initiating any
transaction. This discussion is  based upon the  Company's understanding of  the
present  federal  income  tax laws  as  they  are currently  interpreted  by the
Internal Revenue Service ("IRS"). No representation is made as to the likelihood
of the continuation of  the present federal  income tax laws  or of the  current
interpretation  by the IRS. Moreover,  no attempt has been  made to consider any
applicable state or other tax laws.

The Contract may be purchased and used in connection with:

(1) Employer-sponsored  deferred  compensation  plans  sponsored  by  tax-exempt
    organizations  for deferrals not subject to  Code Section 457 and by taxable
    organizations for their employees and/or independent contractors; and

(2) Employer-sponsored  deferred  compensation  plans  sponsored  by  tax-exempt
    organizations  for deferrals that are subject  to Code Section 457 for their
    employees and/or independent contractors.

The ultimate  effect  of  federal income  taxes  on  the amounts  held  under  a
Contract,  or  Annuity Payments,  and on  the economic  benefit to  the Contract
Holder, the Annuitant, or the  Beneficiary may depend on  the tax status of  the
individual concerned.

TAXATION OF THE COMPANY

The Company is taxed as a life insurance company under Part I of Subchapter L of
the Code. Since the Separate Account is not an entity separate from the Company,
and  its operation forms a part of the  Company, it will not be taxed separately
as a "regulated investment company" under  Subchapter M of the Code.  Investment
income and realized

                                                                              29
<PAGE>
capital   gains  are  automatically  applied  to  increase  reserves  under  the
Contracts. Under existing federal income tax law, the Company believes that  the
Separate  Account investment income  and realized net capital  gains will not be
taxed to the  extent that  such income  and gains  are applied  to increase  the
reserves under the Contracts.

Accordingly,  the Company  does not  anticipate that  it will  incur any federal
income tax liability attributable  to the Separate  Account and, therefore,  the
Company  does not  intend to  make provisions  for any  such taxes.  However, if
changes in the federal tax laws or interpretations thereof result in the Company
being taxed on income  or gains attributable to  the Separate Account, then  the
Company  may impose a charge against the  Separate Account (with respect to some
or all Contracts) in order to set aside provisions to pay such taxes.

TAX STATUS OF THE CONTRACT

With respect to contracts sold to  taxable organizations, Section 817(h) of  the
Code  requires that, the investments of the Funds be "adequately diversified" in
accordance with Treasury Regulations  in order for the  Contracts to qualify  as
annuity contracts with federal tax law. The Separate Account, through the Funds,
intends  to  comply  with  the diversification  requirements  prescribed  by the
Treasury in  Reg.  Sec. 1.817-5,  which  affect how  the  Fund's assets  may  be
invested.

In  certain circumstances, owners of variable annuity contracts that are taxable
organizations may be considered the owners, for federal income tax purposes,  of
the  assets of the separate  accounts used to support  their contracts. In these
circumstances, income  and  gains from  the  separate account  assets  would  be
includible   in  the  variable  contract  owner's   gross  income.  One  of  the
circumstances that  has raised  this  issue is  the  number of  funding  options
available  under  the Contract.  The Company  reserves the  right to  modify the
Contract as  necessary  to attempt  to  prevent  a Contract  Holder  from  being
considered the owner of a pro rata share of the assets of the Separate Account.

SECTION 457 PLANS

The  Contract  is  designed  for  use with  Section  457  plans.  The  tax rules
applicable to participants and beneficiaries in retirement plans vary  according
to  the terms and conditions of the Plan. Special favorable tax treatment may be
available for  certain  types of  contributions.  Adverse tax  consequences  may
result  from contributions in excess of specified limits; distributions prior to
separation from service (subject to  certain exceptions); distributions that  do
not  conform to  specified commencement and  minimum distribution  rules; and in
other specified circumstances.

The Company makes no attempt to provide more than general information about  use
of the Contracts with Section 457 plans. Contract Holders and participants under
Section 457 plans as well as annuitants and beneficiaries are cautioned that the
rights  of any person to any benefits under  the Contracts may be subject to the
terms and  conditions of  the  plans themselves,  regardless  of the  terms  and
conditions  of the Contract issued  in connection with such  a plan. Section 457
plans  are  subject  to  distribution  and  other  requirements  that  are   not
incorporated   in  the  provisions  of   the  Contracts.  Contract  Holders  are
responsible  for  determining  that   contributions,  distributions  and   other
transactions with respect to the Contracts satisfy applicable law. Purchasers of
Contracts  for use with any Section 457  plan should consult their legal counsel
and tax adviser regarding the suitability of the Contract.

Section 457 provides for certain deferred compensation plans. These plans may be
offered with  respect  to  service for  state  governments,  local  governments,
political  subdivisions, agencies,  instrumentalities and  certain affiliates of
such entities, and tax exempt organizations. These plans are subject to  various
restrictions   on  contributions   and  distributions.  The   plans  may  permit
participants to specify the form  of investment for their deferred  compensation
account.  In general, all  investments are owned by  the sponsoring employer and
are subject to the claims of the general creditors of the employer. Depending on
the terms  of the  particular plan,  the employer  may be  entitled to  draw  on
deferred  amounts for purposes unrelated to its Section 457 plan obligations. In
general, all  amounts  received  under  a  Section  457  Plan  are  taxable  and
reportable  to  the IRS  as  taxable income.  This  includes payments  for death
benefits, periodic and nonperiodic distributions. Also, all amounts except death
benefit proceeds are subject to federal  income tax withholding as wages. If  we
make  payments directly to a  participant on behalf of  the employer as Contract
Holder, we will withhold federal taxes (and state taxes, if applicable).

30
<PAGE>
PLANS OF NON-SECTION 457 TAX-EXEMPT ORGANIZATIONS AND TAXABLE ORGANIZATIONS

Effective January 1, 1987,  rules applicable to  deferred compensation plans  of
state  and local governments (Section 457 of the Code) were extended to deferred
compensation plans sponsored  by tax-exempt  employers. While  no limitation  is
imposed  on deferrals  under deferred  compensation plans  of taxable employers,
each Participant in a plan subject to Section 457 has a maximum allowable annual
deferral of  $7,500 or  33 1/3%  of the  Participant's includible  compensation.
However, the Code does allow the following "grandfathering" provisions for those
who  were Participants in tax-exempt employer deferred compensation plans, as of
August 16, 1986.

(1) Section 457 shall not apply to amounts deferred from taxable years beginning
    before January 1, 1987.

(2) Section 457 shall not apply to amounts deferred from taxable years beginning
    after December 31, 1986 provided (a) a deferral agreement was in writing  on
    August 16, 1986, and (b) as of August 16, 1986, the agreement provided for a
    deferral  of a fixed amount  or of an amount  determined pursuant to a fixed
    formula, and (c) the agreement has not been modified as to amount or formula
    after August 16, 1986.

Only individuals may participate under a Section 457 Plan subject to the Section
457 rules. Therefore,  corporations may not  participate in tax-exempt  employer
deferred  compensation  plans  unless they  qualify  under  the "grandfathering"
provisions.

Any  reference  in  this  prospectus  to  Section  457  Plans  relates  only  to
contributions  subject to Section  457 of the  Code and these  references do not
apply to "grandfathered" contributions.

In general, all amounts received under  these Plans are taxable and, except  for
death  benefit payments, are subject to federal income tax withholding as wages.
This includes payments for periodic  and nonperiodic distributions. Under  Plans
sponsored  by taxable  organizations, such  payments made  to a  Participant are
generally deductible  by  the  Contract  Holder  as  compensation  paid  to  the
Participant.  If we  make payments directly  to a Participant  or beneficiary on
behalf of the employer as  Owner, we will report to  the IRS the taxable  income
and we will withhold federal taxes (and state taxes, if applicable) for payments
to Participants.

The  owner of a Contract  who is not a natural  person must generally include in
income any increase in the excess of  the Account Value over the "investment  in
the  contract" during the taxable  year. There are some  exceptions to this rule
and prospective owners  that are not  natural persons may  wish to discuss  this
with a competent tax advisor.

For  contracts  sold to  taxable organizations,  Section  72(e)(11) of  the Code
provides that Annuity Contracts issued by the same insurer (and its  affiliates)
to  the same Contract Holder during a calendar year shall be treated as a single
Annuity Contract. This means, that any  amount received under this Contract,  or
any  other Contract  subject to this  provision, prior to  the Contracts Annuity
starting date will be taxable (and possibly  subject to the 10% penalty tax)  to
the  extent of the combined  income in all such  Contracts. For purposes of this
section, immediate  Annuity  Contracts, and  Contracts  used to  fund  qualified
pension and profit-sharing plans under Section 401(a) of the Code, Annuity plans
under Sections 403(a) or 403(b) of the Code, and individual retirement annuities
and accounts under Section 408 of the Code are not aggregated.

POSSIBLE CHANGES IN TAXATION

In  past years, legislation has been proposed that would have adversely modified
the federal  taxation of  certain annuities.  Although as  of the  date of  this
prospectus  Congress is not  actively considering any  legislation regarding the
taxation of annuities, there is always the possibility that the tax treatment of
annuities could change by legislation or  other means (such as IRS  regulations,
revenue  rulings, judicial decisions, etc.). Moreover,  it is also possible that
any change could be  retroactive (that is,  effective prior to  the date of  the
change).

OTHER TAX CONSEQUENCES

As  noted above, the foregoing discussion of the federal income tax consequences
is not  exhaustive and  special rules  are provided  with respect  to other  tax
situations  not discussed  in this Prospectus.  Further, the  federal income tax

                                                                              31
<PAGE>
consequences discussed herein reflect the Company's understanding of the current
law and  the  law  may change.  Federal  estate  and gift  tax  consequences  of
ownership  or  receipt  of  distributions  under  the  Contract  depend  on  the
individual circumstances of each Contract Holder or recipient of a distribution.
A competent tax adviser should be consulted for further information.

                                 MISCELLANEOUS

VOTING RIGHTS

Each Contract  Holder may  direct us  in the  voting of  shares at  meetings  of
shareholders  of  the appropriate  Fund(s). The  number of  votes to  which each
Contract Holder may give direction will be determined as of the record date.

The number of votes each Contract Holder is entitled to direct with respect to a
particular Fund during the  Accumulation Period is equal  to the portion of  the
current  value of  the Contract  attributable to that  Fund, divided  by the net
asset value of one share of that Fund. During the Annuity Period, the number  of
votes  is  equal to  the  Valuation Reserve  applicable  to the  portion  of the
Contract attributable to that Fund, divided by the net asset value of one  share
of  that Fund.  In determining  the number  of votes,  fractional votes  will be
recognized. Where the value of the Contract or Valuation Reserve relates to more
than one Fund, the  calculation of votes will  be performed separately for  each
Fund.

Each  Contract Holder will receive  a notice of each  meeting of shareholders of
that Fund, together with  any proxy solicitation materials,  and a statement  of
the number of votes attributable to the Contract. Votes attributable to Contract
Holders  who do not direct us  will be cast by us  in the same proportion as the
votes for which we have received directions.

MODIFICATION OF THE CONTRACT

Changes to the following  Contract provisions may be  considered material by  us
and  cannot  be changed  without the  approval of  appropriate state  of federal
regulatory authorities; transfers among investment options; notification to  the
Contract  Holder; conditions  governing payments  of surrender  values; terms of
Annuity options; and death benefit payments.

The following provisions may be changed with 30 days' advance written notice  to
the Contract Holder, with the Contract Holder's consent. Such changes would only
apply to future Accounts:

(a) the Annuity options;
(b)the contractual promise that no deduction will be made from Purchase
   Payment(s) for sales or administrative expenses;
(c) the deferred sales charge, if applicable;
(d) the mortality and expense risk charges; and
(e) the administrative expense charge provision.

If  a Contract  Holder has  not accepted a  proposed change  at the  time of its
effective date, we will discontinue establishing new Accounts and we reserve the
right to discontinue accepting Purchase Payments to existing Accounts.

We may also change any  provision that must be altered  to comply with state  or
federal law.

Once  an Annuity has  begun, we will not  change the terms or  the amount of the
Annuity payments,  unless a  change  is deemed  necessary  to comply  with  Code
requirements or other laws and regulations affecting the Plan or Contract.

CONTRACT HOLDER INQUIRIES

A  Contract Holder or Participant may direct inquiries to a local representative
of the Distributor or may write directly to us at the address shown on the cover
page of this Prospectus.

32
<PAGE>
TELEPHONE TRANSFERS

Subject to the Contract Holder's approval,  you automatically have the right  to
make  transfers among Funds by telephone.  We have enacted procedures to prevent
abuses of Account  transactions by telephone.  The procedures include  requiring
the  use of a personal identification  number (PIN) to execute transactions. You
are responsible for safeguarding your  PIN, and for keeping Account  information
confidential.  If the Company fail to follow  its procedures, it would be liable
for  any  losses  to  your  Account  resulting  from  the  failure.  To   ensure
authenticity, we record all calls on the 800 line. Note: all Account information
and transactions permitted are subject to the terms of the Plan(s).

TRANSFER OF OWNERSHIP; ASSIGNMENT

No  assignment of a  Contract will be binding  on us unless  made in writing and
sent to us at  our Home Office.  The Company will  use reasonable procedures  to
confirm  that the assignment is  authentic, including verification of signature.
If the Company fails to follow its procedures, it would be liable for any losses
to you directly resulting  from the failure. Otherwise,  we are not  responsible
for  the validity of any  assignment. The rights of  the Contract Holder and the
interest of the Annuitant and any Beneficiary  will be subject to the rights  of
any assignee of record.

LEGAL PROCEEDINGS

We  know of no material legal proceedings  pending to which the Separate Account
is a party or which would materially affect the Separate Account.

LEGAL MATTERS

The validity of the securities offered  by this Prospectus has been passed  upon
by Susan E. Bryant, Esq., Counsel to the Company.

                                                                              33
<PAGE>

<TABLE>
<CAPTION>
                            STATEMENT OF ADDITIONAL INFORMATION--TABLE OF CONTENTS

The following items are the contents of the Statement of Additional Information:
<S>                                                                                                  <C>

General Information and History....................................................................          2
Offering and Purchase of Contracts.................................................................          2
Performance Data...................................................................................          2
      General......................................................................................          2
      Average Annual Total Return Quotations.......................................................          3
Annuity Payments...................................................................................          4
Dollar-Cost Averaging..............................................................................          5
Sales Material.....................................................................................          5
Independent Auditors...............................................................................          6
Financial Statements of the Separate Account.......................................................        S-1
Financial Statements of Aetna Life Insurance and Annuity Company...................................        F-1
</TABLE>

34
<PAGE>
                                   APPENDIX I
                        GUARANTEED ACCUMULATION ACCOUNT

THE  GUARANTEED  ACCUMULATION  ACCOUNT  ("GAA") IS  A  CREDITED  INTEREST OPTION
AVAILABLE DURING THE ACCUMULATION PERIOD  UNDER THE CONTRACTS DESCRIBED IN  THIS
PROSPECTUS.  YOU  AND  THE  CONTRACT HOLDER  SHOULD  READ  THE  ACCOMPANYING GAA
PROSPECTUS CAREFULLY BEFORE INVESTING. THIS APPENDIX IS A SUMMARY OF GAA AND  IS
NOT INTENDED TO REPLACE THE GAA PROSPECTUS. AMOUNTS ALLOCATED TO GAA ARE HELD IN
A NONINSULATED, NONUNITIZED SEPARATE ACCOUNT.

GAA  is a  credited interest  option in which  we guarantee  stipulated rates of
interest for stated  periods of time  on amounts directed  to GAA. The  interest
rate stipulated is an annual effective yield; that is, it reflects a full year's
interest.  Interest is credited daily at a rate that will provide the guaranteed
annual effective yield over the period  of one year. This option guarantees  the
minimum interest rate specified in the Contract.

During  a specified  period of  time, amounts may  be applied  to any  or all of
available Guaranteed Terms within the Short-Term and Long-Term  Classifications.
The  Short-Term Classification  consists of all  Guaranteed Terms of  3 years or
less and the  Long-Term Classification consists  of all Guaranteed  Terms of  10
years or less, but greater than 3 years.

Withdrawals  or  transfers  from  a  Guaranteed  Term  before  the  end  of that
Guaranteed Term may  be subject  to a Market  Value Adjustment  ("MVA"). An  MVA
reflects  the change in the  value of the investment  due to changes in interest
rates since the date of deposit. When interest rates increase after the date  of
deposit,  the  value  of the  investment  decreases,  and the  MVA  is negative.
Conversely, when interest rates decrease after the date of deposit, the value of
the investment  increases,  and the  MVA  is positive.  It  is possible  that  a
negative  MVA could  result in  you receiving  an amount  that is  less than the
amount paid into GAA.

As a  Guaranteed  Term  matures,  assets  accumulating  under  GAA  may  be  (a)
transferred  to a  new Guaranteed Term,  (b) transferred to  the other available
investment options, or  (c) withdrawn.  Amounts withdrawn  may be  subject to  a
deferred sales charge and/or tax liabilities.

By  notifying us at our Home Office at least 30 days before the Annuity payments
begin, amounts that have been accumulating  under GAA may be transferred to  one
or  more of the funds  available during the Annuity  Period, to provide variable
Annuity payments. GAA cannot be used as an investment option during the  Annuity
Period.

MORTALITY AND EXPENSE RISK CHARGES

We  make no deductions from the credited interest rate for mortality and expense
risks; these risks are considered in determining the credited rate.

TRANSFERS

Amounts applied  to  a  Guaranteed Term  during  a  deposit period  may  not  be
transferred  to any  other funding option  or to another  Guaranteed Term during
that deposit period  or for  90 days  after the  close of  that deposit  period.
Transfers are permitted from Guaranteed Terms of one Classification to available
Guaranteed  Terms  of  another  Classification.  We will  apply  an  MVA  to GAA
transfers made before the end of a Guaranteed Term. Transfers of GAA values  due
to a maturity are not subject to an MVA.

REINVESTMENT PRIVILEGE

Any  amounts reinvested in  GAA will be  applied to the  current deposit period.
Amounts are proportionately reinvested to the Classifications in the same manner
as they were allocated before the withdrawal. Any negative MVA amount applied to
a withdrawal is not included in the reinvestment.

                                                                              35
<PAGE>
                                  APPENDIX II
                                 FIXED ACCOUNT

THE FOLLOWING  SUMMARIZES MATERIAL  INFORMATION  CONCERNING THE  FIXED  ACCOUNT.
AMOUNTS ALLOCATED TO THE FIXED ACCOUNT ARE HELD IN THE COMPANY'S GENERAL ACCOUNT
THAT  SUPPORTS GENERAL INSURANCE AND ANNUITY OBLIGATIONS. INTERESTS IN THE FIXED
ACCOUNT HAVE NOT BEEN  REGISTERED WITH THE SEC  IN RELIANCE ON EXEMPTIONS  UNDER
THE  SECURITIES ACT OF 1933, AS  AMENDED. DISCLOSURE IN THE PROSPECTUS REGARDING
THE FIXED  ACCOUNT, MAY,  HOWEVER, BE  SUBJECT TO  CERTAIN GENERALLY  APPLICABLE
PROVISIONS  OF  THE  FEDERAL  SECURITIES  LAWS  RELATING  TO  THE  ACCURACY  AND
COMPLETENESS OF SUCH STATEMENTS. DISCLOSURE IN THIS APPENDIX REGARDING THE FIXED
ACCOUNT HAS NOT BEEN REVIEWED BY THE SEC.

The Fixed  Account  guarantees  the  minimum  interest  rate  specified  in  the
Contract.  The Company may credit a higher  interest rate from time to time. The
current rate is subject  to change at  any time, but will  never fall below  the
guaranteed  minimum. The Company's determination  of interest rates reflects the
investment income earned on invested assets and the amortization of any  capital
gains  and/or losses realized  on the sale  of invested assets.  Under the Fixed
Account, the Company assumes the risk of investment gain or loss by guaranteeing
Account Values and promising  a minimum interest rate  and Annuity Payment.  The
Fixed Account is available under Installment Purchase Payment contracts only.

Under  certain emergency  conditions, we  may defer  payment of  a Fixed Account
withdrawal value (a) for  a period of up  to six months, or  (b) as provided  by
federal law.

Amounts  applied to the Fixed Account will earn the interest rate in effect when
actually applied to the Fixed Account.

The Fixed Account  will reflect  a compound interest  rate credited  by us.  The
interest  rate quoted is an  annual effective yield. We  make no deductions from
the credited interest  rate for  mortality and  expense risks,  these risks  are
considered in determining the credited rate.

If  a withdrawal  is made from  the Fixed  Account, a deferred  sales charge may
apply. (See "Charges and Deductions-- Charges for Withdrawals.")

TRANSFERS AMONG INVESTMENT OPTIONS

Transfers from the Fixed Account to any other available investment option(s) are
allowed in each calendar year during  the Accumulation Period. The amount  which
may  be transferred may vary  at our discretion; however,  it will never be less
than 10% of the amount held under the Fixed Account. Transfers to the Fixed Plus
Account (if available under  the Contract) will be  permitted without regard  to
this limitation.

ANNUITIZATIONS

By  notifying us  at our Home  Office at  least 30 days  before Annuity Payments
begin, you may  elect to  have amounts which  have been  accumulating under  the
Fixed  Account transferred  to one  or more  of the  Funds available  during the
Annuity Period to provide variable Annuity Payments.

36
<PAGE>
                                  APPENDIX III
                               FIXED PLUS ACCOUNT

THE FIXED PLUS ACCOUNT IS AN INVESTMENT OPTION AVAILABLE DURING THE ACCUMULATION
PERIOD UNDER  THE  CONTRACTS.  THE  FOLLOWING  SUMMARIZES  MATERIAL  INFORMATION
CONCERNING  THE FIXED ACCOUNT THAT  IS OFFERED AS AN  OPTION UNDER THE CONTRACT.
ADDITIONAL INFORMATION MAY BE  FOUND IN THE CONTRACT.  AMOUNTS ALLOCATED TO  THE
FIXED  PLUS  ACCOUNT ARE  HELD IN  THE COMPANY'S  GENERAL ACCOUNT  THAT SUPPORTS
INSURANCE AND ANNUITY OBLIGATIONS. INTERESTS IN THE FIXED PLUS ACCOUNT HAVE  NOT
BEEN  REGISTERED WITH THE SEC IN RELIANCE ON EXEMPTIONS UNDER THE SECURITIES ACT
OF 1933, AS  AMENDED. DISCLOSURE  IN THIS  PROSPECTUS REGARDING  THE FIXED  PLUS
ACCOUNT,  HOWEVER, MAY BE SUBJECT TO  CERTAIN GENERALLY APPLICABLE PROVISIONS OF
THE FEDERAL SECURITIES  LAWS RELATING TO  THE ACCURACY AND  COMPLETENESS OF  THE
STATEMENTS. DISCLOSURE IN THIS APPENDIX REGARDING THE FIXED PLUS ACCOUNT HAS NOT
BEEN REVIEWED BY THE SEC.

FIXED PLUS ACCOUNT

The  Fixed Plus Account option guarantees  that amounts allocated to this option
will earn the minimum Fixed Plus interest rate specified in the Contract. We may
credit a higher interest rate from  time to time. Our determination of  interest
rates  reflects  the  investment  income  earned  on  invested  assets  and  the
amortization of any capital gains and/or losses realized on the sale of invested
assets. Under this  option, we assume  the risk  of investment gain  or loss  by
guaranteeing  Net Purchase Payment values and  promising a minimum interest rate
and Annuity payment.

The Fixed Plus Account will reflect a compound interest rate credited by us. The
interest rate quoted is an annual effective yield. Amounts applied to the  Fixed
Plus  Account will  earn the  Fixed Plus interest  rate in  effect when actually
applied to  the Fixed  Plus Account.  We make  no deductions  from the  credited
interest  rate for  mortality and expense  risks; these risks  are considered in
determining the credited rate.

Beginning on the tenth Account  Year, we will credit  amounts held in the  Fixed
Plus  Account  with an  interest rate  that is  at least  0.25% higher  than the
then-declared interest rate for the Fixed  Plus Accounts for Accounts that  have
not reached their tenth anniversary.

We  reserve the right to  limit Net Purchase Payment(s)  and/or transfers to the
Fixed Plus Account.

FIXED PLUS ACCOUNT WITHDRAWALS

The amount eligible  for partial withdrawal  is 20%  of the amount  held in  the
Fixed  Plus Account on the day we receive  a written request in our Home Office,
reduced by any Fixed Plus Account withdrawals, transfers or annuitizations  made
in  the prior 12 months.  In calculating the 20% limit,  we reserve the right to
include payments made due to the election of SWO or ECO.

The 20% limit is  waived if the  partial withdrawal is  due to annuitization  or
death.  For this waiver to apply, any  such partial withdrawal must also be made
pro rata from all funding options used under the Account.

If a full withdrawal  is requested, we  will pay any amounts  held in the  Fixed
Plus Account in five payments, as follows:

    - One-fifth  of  the Fixed  Plus Account  value  on the  day the  request is
      received, reduced  by any  Fixed Plus  Account withdrawals,  transfers  or
      annuitizations made in the prior 12 months;

    - One-fourth of the remaining Fixed Plus Account value twelve months later;

    - One-third of the remaining Fixed Plus Account value twelve months later;

    - One-half  of the remaining  Fixed Plus Account  value twelve months later;
      and

    - The balance of the Fixed Plus Account value twelve months later.

                                                                              37
<PAGE>
Once we receive  a request for  a full  withdrawal from an  Account, no  further
withdrawals or transfers will be permitted from the Fixed Plus Account.

A  full withdrawal  from the  Fixed Plus  Account may  be cancelled  at any time
before the end of the five-payment period.

We will  waive  the  Fixed  Plus  Account  full  withdrawal  provision,  if  the
withdrawal is made:

(a) due to your death, before Annuity payments begin;

(b) due to the election of an Annuity option;

(c) when  the Fixed Plus  Account value is  $3,500 or less  (and no withdrawals,
    transfers or annuitizations have been made from the Account within the prior
    12 months)

TRANSFERS AMONG INVESTMENT OPTIONS

The amount eligible  for transfer  from the  Fixed Plus  Account is  20% of  the
amount held in the Fixed Plus Account on the day we receive a written request in
our  Home Office,  reduced by any  Fixed Plus Account  withdrawals, transfers or
annuitizations made in  the prior 12  months. In calculating  the 20% limit,  we
reserve the right to include payments made due to the election of SWO or ECO. We
will  waive the 20% transfer  limit when the value in  the Fixed Plus Account is
$1,000 or less.

SWO

The Systematic Withdrawal  Option may  not be elected  if you  have requested  a
Fixed Plus Account transfer or withdrawal within the prior 12-month period.

ANNUITIZATIONS

By  notifying us  at our Home  Office at  least 30 days  before Annuity payments
begin,  the  Contract  Holder  may  elect  to  have  amounts  which  have   been
accumulating  under the  Fixed Plus  Account transferred to  one or  more of the
funds available during the Annuity Period, to provide lifetime variable  Annuity
payments.

38
<PAGE>
                          FOR MASTER APPLICATIONS ONLY

I hereby acknowledge receipt of:

  (1) an Account B group prospectus dated          , 1995 for employer-sponsored
      deferred compensation contracts issued by Aetna Life Insurance and Annuity
      Company; and

  (2)  all current prospectuses  pertaining to the  investment options under the
contracts.

- -- Please send an Account B Statement of Additional Information.

                  -------------------------------------------
                          CONTRACT HOLDER'S SIGNATURE

                  -------------------------------------------
                                      DATE
<PAGE>

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
                           VARIABLE ANNUITY ACCOUNT B
                                       OF
                    AETNA LIFE INSURANCE AND ANNUITY COMPANY
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

              STATEMENT OF ADDITIONAL INFORMATION DATED _____, 199_



This Statement of Additional Information is not a prospectus and should be read
in conjunction with the current prospectus for Variable Annuity Account B (the
"Separate Account") dated _____, 199_.

A free prospectus is available upon request from the local Aetna Life Insurance
and Annuity Company office or by writing to or calling:


                    Aetna Life Insurance and Annuity Company
                               Annuity Operations
                              151 Farmington Avenue
                          Hartford, Connecticut  06156
                                 1-800-525-4225


Read the prospectus before you invest. Terms used in this Statement of
Additional Information shall have the same meaning as in the prospectus.


                                TABLE OF CONTENTS

                                                            Page

General Information and History. . . . . . . . . . . . . . .  2
Offering and Purchase of Contracts . . . . . . . . . . . . .  2
Performance Data . . . . . . . . . . . . . . . . . . . . . .  2
  General. . . . . . . . . . . . . . . . . . . . . . . . . .  2
  Average Annual Total Return Quotations . . . . . . . . . .  3
Annuity Payments . . . . . . . . . . . . . . . . . . . . . .  4
Dollar-Cost Averaging. . . . . . . . . . . . . . . . . . . .  5
Sales Material . . . . . . . . . . . . . . . . . . . . . . .  5
Independent Auditors . . . . . . . . . . . . . . . . . . . .  6
Financial Statements of the Separate Account . . . . . . . . S-1
Financial Statements of Aetna Life Insurance and
Annuity Company. . . . . . . . . . . . . . . . . . . . . . . F-1


                                        1

<PAGE>

                         GENERAL INFORMATION AND HISTORY

Aetna Life Insurance and Annuity Company (the "Company") is a stock life
insurance company which was organized in 1976 under the insurance laws of the
State of Connecticut. The Company is a wholly owned subsidiary of Aetna Life and
Casualty Company which, with its subsidiaries, constitutes one of the nation's
largest diversified financial services organizations. The Company's Home Office
is located at 151 Farmington Avenue, Hartford, Connecticut 06156.

In addition to serving as the principal underwriter and the depositor for the
Separate Account, the Company is also a registered investment adviser under the
Investment Advisers Act of 1940, and a registered broker-dealer under the
Securities Exchange Act of 1934.  The Company provides investment advice to
several of the registered management investment companies offered as variable
investment options under the Contracts funded by the Separate Account.

Other than the mortality and expense risk charges and administrative expense
charge described in the prospectus, all expenses incurred in the operations of
the Separate Account are borne by the Company.  See "Charges and Deductions" in
the prospectus.  The Company receives reimbursement for certain administrative
costs from some unaffiliated sponsors of the Funds used as funding options under
the Contract.  These fees generally range from 0.15% to 0.25%.

The assets of the Separate Account are held by the Company. The Separate Account
has no custodian. However, the Funds in whose shares the assets of the Separate
Account are invested each have custodians, as discussed in their respective
prospectuses.

                       OFFERING AND PURCHASE OF CONTRACTS

The Company offers the Contracts through life insurance agents licensed to
sell variable annuities who are registered representatives of the Company or
of other registered broker-dealers who have sales agreements with the
Company.  The offering of the Contracts is continuous.

A description of the manner in which Contracts are purchased may be found in
the prospectus under the sections titled "Contract Purchase" and "Determining
Contract Value."

                                PERFORMANCE DATA

GENERAL

From time to time, the Company may advertise different types of historical
performance for the variable options of the Separate Account available under the
Contracts issued by the Company in connection with Plans described in the
Prospectus.  The Company may advertise the "standardized average annual total
returns," calculated in a manner prescribed by the Securities and Exchange
Commission (the "standardized return"), as well as the "non-standardized total
return," both of which are described below.

The standardized and non-standardized total return figures are computed
according to a formula in which a hypothetical initial Purchase Payment of
$1,000 is applied to the variable options under the Contract, and then
related to the ending redeemable values over one, three, five and ten year
periods (or fractional periods thereof).  The standardized figures reflect
the deduction of all recurring charges during each period (e.g., mortality
and expense risk charges, as if the charge had been 0.75% during all periods
shown, administrative charges, and deferred sales charges).  These charges
will be deducted on a pro rata basis in the case of fractional periods. If
you had invested in the contract prior to the effective date of the
prospectus, your actual performance would have been lower than the figures
shown since the mortality and expense risk charge prior to the effective date
of the prospectus was 1.25%. See the Condensed Financial Information table in
the Prospectus for the actual increase or decrease in the value of an
Accumulation Unit for those periods.


                                        2

<PAGE>

The non-standardized figures will be calculated in a similar manner, except that
non-standardized figures will not reflect the deduction of any applicable
deferred sales charge (which would decrease the level of performance shown if
reflected in these calculations).  The non-standardized figures may also include
a three year period.

For variable options of the Separate Account that were in existence prior to the
date the Fund became available under the Contract, standardized and non-
standardized total returns may include periods prior to the date on which such
Fund became available under the Contract.  These figures are calculated by
adjusting the actual returns of the Fund to reflect the charges that would have
been assessed under the Contract (under the current charge structure) had that
Fund been available under the Contract during that period.

The total return quotations are based upon historical earnings and are not
necessarily representative of future performance.  Investment results of the
Funds will fluctuate over time, and any presentation of the Funds'  total return
quotations for any prior period should not be considered as a representation of
how the variable options will perform in any future period.  Additionally, your
Contract Value upon redemption may be more or less than your original cost.

AVERAGE ANNUAL TOTAL RETURN QUOTATIONS - STANDARDIZED AND NON-STANDARDIZED

The table shown below reflects the average annual standardized and non-
standardized total return quotation figures for the periods ended December 31,
1994 for the variable options under the Contract issued by the Company.

<TABLE>
<CAPTION>
                                             ---------------------------------------------------------------------------------
                                                     STANDARDIZED                NON-STANDARDIZED                       FUND
                                                                                                                     INCEPTION
                                                                                                                        DATE
- -----------------------------------------------------------------------------------------------------------------------------
                                             1 Year    5 Years  10 Years   1 Year     3 Years   5 Years   10 Years
- -----------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>       <C>      <C>        <C>       <C>        <C>       <C>        <C>
Aetna Variable Fund                          -6.64%     6.14%    13.31%     -1.72%     3.31%     7.23%     13.31%    04/30/75
- -----------------------------------------------------------------------------------------------------------------------------
Aetna Income Shares                          -9.28%     6.22%     9.39%     -4.51%     3.50%     7.32%      9.39%    06/01/78
- -----------------------------------------------------------------------------------------------------------------------------
Aetna Variable Encore Fund                   -1.85%     3.32%     5.71%      3.31%     2.88%     4.38%      5.71%    09/01/75
- -----------------------------------------------------------------------------------------------------------------------------
Aetna Investment Advisers Fund, Inc.         -6.06%     5.93%     6.19%*    -1.11%     4.44%     7.02%      7.19%    06/23/89
- -----------------------------------------------------------------------------------------------------------------------------
Alger American Growth Portfolio              -4.35%    13.31%    14.96%*     0.69%    10.93%    14.48%     15.95%*   01/08/89
- -----------------------------------------------------------------------------------------------------------------------------
Alger American Small Cap Portfolio          -10.86%    11.62%    17.34%*    -6.17%     2.63%    12.77%     18.30%*   09/21/88
- -----------------------------------------------------------------------------------------------------------------------------
Calvert Responsibly Invested
Balanced Portfolio**                         -8.79%     5.49%     8.53%*    -3.99%     3.68%     6.58%      9.21%*   09/30/86
- -----------------------------------------------------------------------------------------------------------------------------
Fidelity Equity-Income Portfolio              0.95%     8.57%     9.48%*     6.26%    13.12%     9.69%     10.17%    10/22/86
- -----------------------------------------------------------------------------------------------------------------------------
Fidelity Growth Portfolio                    -5.73%     8.93%    11.15%*    -0.77%     8.45%    10.05%     11.86%    11/07/86
- -----------------------------------------------------------------------------------------------------------------------------
Fidelity Overseas Portfolio                  -4.08%     3.92%     5.57%*     0.96%     6.84%     5.00%      6.26%    02/13/87
- -----------------------------------------------------------------------------------------------------------------------------
Janus Aspen Aggressive Growth Portfolio       9.71%    21.82%*     N/A      15.48%    26.73%      N/A        N/A     09/13/93
- ----------------------------------------------------------------------------------------------------------------------------
Janus Aspen Balanced Portfolio               -4.91%     1.31%*     N/A       0.10%     5.40%      N/A        N/A     09/13/93
- -----------------------------------------------------------------------------------------------------------------------------
Janus Aspen Flexible Income Portfolio        -6.55%    -4.73%*     N/A      -1.63%    -0.89%      N/A        N/A     09/13/93
- -----------------------------------------------------------------------------------------------------------------------------
Janus Aspen Growth Portfolio                 -3.11%     0.05%*     N/A       2.00%     4.08%      N/A        N/A     09/13/93
- -----------------------------------------------------------------------------------------------------------------------------
Janus Aspen Short-Term Bond Portfolio        -4.84%    -3.69%*     N/A       0.17%     0.19%      N/A        N/A     09/13/93
- -----------------------------------------------------------------------------------------------------------------------------
Janus Aspen Worldwide Growth Portfolio       -4.26%    10.44%*     N/A       0.78%    14.89%      N/A        N/A     09/13/93
- -----------------------------------------------------------------------------------------------------------------------------
Lexington Natural Resources Trust           -10.78%    -4.45%*   -1.60%*    -6.08%     1.74%    -3.47%     -0.69%    05/31/89
- -----------------------------------------------------------------------------------------------------------------------------

                                         3
<PAGE>

                                                     STANDARDIZED                NON-STANDARDIZED                       FUND
                                                                                                                     INCEPTION
                                                                                                                        DATE
- -----------------------------------------------------------------------------------------------------------------------------
                                             1 Year    5 Years  10 Years   1 Year     3 Years   5 Years   10 Years
- -----------------------------------------------------------------------------------------------------------------------------
Neuberger & Berman Growth Portfolio         -10.34%     7.93%    11.69%*    -5.62%     9.54%     9.04%     11.69%   12/31/85
- -----------------------------------------------------------------------------------------------------------------------------
Scudder International Portfolio              -6.50%     4.48%     7.60%*    -1.58%     8.93%     5.56%      8.32%   04/30/87
- -----------------------------------------------------------------------------------------------------------------------------
TCI Growth                                   -6.89%     6.68%     8.90%*    -1.99%     1.77%     7.78%      9.69%   11/20/87
- -----------------------------------------------------------------------------------------------------------------------------

</TABLE>

      *Although results are not available for the full calendar indicated,
       the percentage shown is an average annual return since inception.

     **Formerly known as Calvert Socially Responsible Series.


                                ANNUITY PAYMENTS

When Annuity payments are to begin, the value of the Contract or Individual
Account is determined using Accumulation Unit values as of the tenth Valuation
Period before the first Annuity payment is due. Such value (less any applicable
premium tax) is applied to provide an Annuity in accordance with the Annuity and
investment options elected.

The Annuity option tables found in the Contract show, for each form of Annuity,
the amount of the first Annuity payment for each $1,000 of value applied.
Thereafter, variable Annuity payments fluctuate as the Annuity Unit value(s)
fluctuates with the investment experience of the selected investment option(s).
The first payment and subsequent payments also vary depending on the assumed net
investment rate selected (3.5% or 5% per annum). Selection of a 5% rate causes a
higher first payment, but Annuity payments will increase thereafter only to the
extent that the net investment rate increases by more than 5% on an annual
basis. Annuity payments would decline if the rate failed to increase by 5%. Use
of the 3.5% assumed rate causes a lower first payment, but subsequent payments
would increase more rapidly or decline more slowly as changes occur in the net
investment rate.

When the Annuity Period begins, the Annuitant is credited with a fixed number of
Annuity Units (which does not change thereafter) in each of the designated
investment options.  This number is calculated by dividing (a) by (b) where (a)
is the amount of the first Annuity payment based on a particular investment
option and (b) is the then current Annuity Unit value for that investment
option. As noted, Annuity Unit values fluctuate from one Valuation Period to the
next; such fluctuations reflect changes in the net investment factor for the
appropriate Fund(s) (with a ten Valuation Period lag which gives the Company
time to process Annuity payments) and a mathematical adjustment which offsets
the assumed net investment rate of 3.5% or 5% per annum.

The operation of all these factors can be illustrated by the following
hypothetical example. These procedures will be performed separately for the
investment options selected during the Annuity Period.

EXAMPLE:

Assume that, at the date Annuity payments are to begin, there are 3,000
Accumulation Units credited under a particular Contract or Individual Account
and that the value of an Accumulation Unit for the tenth Valuation Period prior
to retirement was $13.650000. This produces a total value of $40,950.



                                     4


<PAGE>

Assume also that no premium tax is payable and that the Annuity table in the
Contract provides, for the option elected, a first monthly variable Annuity
payment of $6.68 per $1000 of value applied; the Annuitant's first monthly
payment would thus be 40.950 multiplied by $6.68, or $273.55.

Assume then that the value of an Annuity Unit for the Valuation Period in which
the first payment was due was $13.400000. When this value is divided into the
first monthly payment, the number of Annuity Units is determined to be 20.414.
The value of this number of Annuity Units will be paid in each subsequent month.

If the net investment factor with respect to the appropriate Fund is 1.0015000
as of the tenth Valuation Period preceding the due date of the second monthly
payment, multiplying this factor by .9999058* (to neutralize the assumed net
investment rate of 3.5% per annum built into the number of Annuity Units
determined above) produces a result of 1.0014057. This is then multiplied by the
Annuity Unit value for the prior Valuation Period (assume such value to be
$13.504376) to produce an Annuity Unit value of $13.523359 for the Valuation
Period in which the second payment is due.

The second monthly payment is then determined by multiplying the number of
Annuity Units by the current Annuity Unit value, or 20.414 times $13.523359,
which produces a payment of $276.07.

*If an assumed net investment rate of 5% is elected, the appropriate factor to
neutralize such assumed rate would be .9998663.

                              DOLLAR-COST AVERAGING

The term "dollar-cost averaging" describes a system of investing a uniform sum
of money at regular intervals over an extended period of time. It is based on
the economic fact that buying a variably priced item with a constant sum of
money at fixed intervals results in acquiring more of the item when prices are
low and less of it when prices are high. In order to maximize the effectiveness
of dollar-cost averaging, it is important that investors consider their
financial ability to continue purchasing the securities through periods of high
and low price levels. Investors should also note that no system can protect
against reduced values in a declining market.

                                SALES MATERIAL

The Company may include hypothetical illustrations in its sales literature that
explain the mathematical principles of dollar cost averaging, compounded
interest, tax deferred accumulation, and the mechanics of variable annuity
contracts.  The Company may also discuss the difference between variable annuity
contracts and other types of savings or investment products, including, but not
limited to, personal savings accounts and Certificates of Deposits.

                             INDEPENDENT AUDITORS

KPMG Peat Marwick LLP, CityPlace II, Hartford, Connecticut  06103-4103, are the
independent auditors for the Separate Account and for the Company.  The services
provided to the Separate Account include primarily the examination of the
Separate Account's financial statements and the review of filings made with the
SEC.

                                        5

<PAGE>


                              FINANCIAL STATEMENTS


                           VARIABLE ANNUITY ACCOUNT B


                                      INDEX



Independent Auditors' Report


Statement of Assets and Liabilities


Statement of Operations


Statements of Changes in Net Assets


Notes to Financial Statements




Condensed Financial Information



                                       S-1

<PAGE>

                          INDEPENDENT AUDITORS' REPORT


The Board of Directors of Aetna Life Insurance and Annuity Company and
  Contract Owners of Variable Annuity Account B:

We have audited the accompanying statement of assets and liabilities of Aetna
Life Insurance and Annuity Company Variable Annuity Account B (the "Account") as
of December 31, 1994, the related statement of operations and condensed
financial information for the year then ended and the statements of changes in
net assets for each of the years in the two-year period then ended.  These
financial statements and condensed financial information are the responsibility
of the Account's management.  Our responsibility is to express an opinion on
these financial statements and condensed financial information based on our
audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and condensed
financial information are free of material misstatement.  An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements.  Our procedures included confirmation of securities
owned as of December 31, 1994, by correspondence with the custodian.  An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements and condensed financial information
referred to above present fairly, in all material respects, the financial
position of Aetna Life Insurance and Annuity Company Variable Annuity Account B
as of December 31, 1994, the results of its operations and condensed financial
information for the year then ended and the changes in its net assets for each
of the years in the two-year period then ended in conformity with generally
accepted accounting principles.



                                             KPMG Peat Marwick LLP

Hartford, Connecticut
January 31, 1995

                                       S-2
<PAGE>

VARIABLE ANNUITY ACCOUNT B

STATEMENT OF ASSETS AND LIABILITIES - December 31, 1994
<TABLE>
<CAPTION>
<S>                                                                                                         <C>
ASSETS:
Investments, at net asset value: (Note 1)
  Aetna Variable Fund; 17,826,130 shares at $26.23 per share (cost $507,156,445) . . . . . . . . . . . .    $  467,568,315
  Aetna Income Shares; 5,871,114 shares at $11.72 per share (cost $74,117,645) . . . . . . . . . . . . .        68,832,108
  Aetna Variable Encore Fund; 7,078,396 shares at $12.55 per share (cost $89,821,997). . . . . . . . . .        88,823,487
  Aetna Investment Advisers Fund, Inc.; 7,752,415 shares at $12.23 per share (cost $93,379,859). . . . .        94,792,938
  Aetna GET Fund, Series B; 1,226,848 shares at $9.92 per share (cost $12,353,186) . . . . . . . . . . .        12,170,153
  Alger American Fund - Alger American Small Capitalization Portfolio; 155,668 shares at
     $27.31 per share (cost $4,071,354). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         4,251,298
  Calvert Socially Responsible Series; 5,491 shares at $1.44 per share (cost $8,462) . . . . . . . . . .             7,912
  Fidelity Investments Variable Insurance Products Fund - Equity-Income Portfolio;
     11,086 shares at $15.35 per share (cost $170,056) . . . . . . . . . . . . . . . . . . . . . . . . .           170,167
  Fidelity Investments Variable Insurance Products Fund - Growth Portfolio;
     8,176 shares at $21.69 per share (cost $170,056). . . . . . . . . . . . . . . . . . . . . . . . . .           177,333
  Insurance Management Series - Corporate Bond Fund; 34,641 shares at $8.87 per share
     (cost $311,414) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           307,263
  Insurance Management Series - Equity Growth and Income Fund; 190,609 shares at $9.74
     per share (cost $1,862,442) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         1,856,527
  Insurance Management Series - U.S. Government Bond Fund; 12,833 shares at $9.98
     per share (cost $128,226) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           128,071
  Insurance Management Series - Prime Money Fund; 521,201 shares at $1.00 per share
     (cost $521,214) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           521,201
  Insurance Management Series - Utility Fund; 43,813 shares at $9.29 per share
     (cost $408,580) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           407,020
  Janus Aspen Series - Aggressive Growth Portfolio; 99,782 shares at $13.62 per share
     (cost $1,346,463) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         1,359,035
  Janus Aspen Series - Flexible Income Portfolio; 16,574 shares at $9.48 per share (cost $162,859) . . .           157,121
  Janus Aspen Series - Growth Portfolio; 9,169 shares at $10.57 per share (cost $96,205) . . . . . . . .            96,920
  Lexington Emerging Markets Fund, Inc.; 1,490 shares at $9.86 per share (cost $14,968). . . . . . . . .            14,692
  Lexington Natural Resources Trust; 132,414 shares at $9.71 per share (cost $1,326,234) . . . . . . . .         1,285,738
  Neuberger & Berman Advisers Management Trust- Growth Portfolio; 137,169 shares at
     $20.31 per share (cost $2,851,294). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         2,785,910
  Scudder Variable Life Investment Fund - International Portfolio; 816,372 shares at
     $10.69 per share (cost $8,944,895). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         8,727,018
  TCI Portfolios, Inc. - TCI Balanced; 5,922 shares at $5.96 per share (cost $35,156). . . . . . . . . .            35,294
  TCI Portfolios, Inc. - TCI Growth; 4,483,578 shares at $9.21 per share (cost $40,864,347). . . . . . .        41,293,756
  TCI Portfolios, Inc. - TCI International; 7,444 shares at $4.75 per share (cost $37,331) . . . . . . .            35,359
                                                                                                            --------------
NET ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    $  795,804,636
                                                                                                            --------------
                                                                                                            --------------

</TABLE>

See Notes to Financial Statements

                                       S-3

<PAGE>

VARIABLE ANNUITY ACCOUNT B

STATEMENT OF ASSETS AND LIABILITIES - December 31, 1994 (continued)

<TABLE>
<CAPTION>

Net assets represented by:                                            ACCUMULATION
                                                                           UNIT
                                                            UNITS         VALUE
                                                          ---------   ------------

Reserves for annuity contracts in accumulation period:
<S>                                                  <C>                 <C>        <C>
AETNA VARIABLE FUND:
  Non-Qualified 1964 . . . . . . . . . . . . .             5,159.1       $114.828  $    592,407
  Non-Qualified I. . . . . . . . . . . . . . .           232,142.6        129.838    30,140,993
  Non-Qualified II . . . . . . . . . . . . . .           478,180.1         91.515    43,760,850
  Non-Qualified III. . . . . . . . . . . . . .         2,229,372.7         87.638   195,378,787
  Non-Qualified V. . . . . . . . . . . . . . .        11,117,382.8         10.698   118,932,105
  Non-Qualified VI . . . . . . . . . . . . . .            52,441.8          9.993       524,057
  Non-Qualified VII. . . . . . . . . . . . . .         3,178,711.5         10.737    34,130,411

AETNA INCOME SHARES:
  Non-Qualified I. . . . . . . . . . . . . . .            16,981.4         39.514       671,004
  Non-Qualified II . . . . . . . . . . . . . .           151,836.3         41.302     6,271,196
  Non-Qualified III. . . . . . . . . . . . . .           699,850.8         39.919    27,937,427
  Non-Qualified V. . . . . . . . . . . . . . .         1,988,960.0         10.457    20,799,277
  Non-Qualified VI . . . . . . . . . . . . . .             8,201.1          9.534        78,189
  Non-Qualified VII. . . . . . . . . . . . . .           983,356.7         10.324    10,152,119

AETNA VARIABLE ENCORE FUND:. . . . . . . . . .
  Non-Qualified I. . . . . . . . . . . . . . .            30,683.2         35.958     1,103,292
  Non-Qualified II . . . . . . . . . . . . . .           194,997.6         36.602     7,137,317
  Non-Qualified III. . . . . . . . . . . . . .           744,594.5         34.450    25,651,159
  Non-Qualified V. . . . . . . . . . . . . . .         1,822,449.0         10.509    19,152,951
  Non-Qualified VI . . . . . . . . . . . . . .             3,730.2         10.237        38,185
  Non-Qualified VII. . . . . . . . . . . . . .         3,407,448.2         10.489    35,740,583

AETNA INVESTMENT ADVISERS FUND, INC.:
  Non-Qualified I. . . . . . . . . . . . . . .            70,446.9         14.299     1,007,320
  Non-Qualified II . . . . . . . . . . . . . .           679,528.1         14.252     9,684,634
  Non-Qualified III. . . . . . . . . . . . . .         2,044,887.2         14.218    29,074,206
  Non-Qualified V. . . . . . . . . . . . . . .         3,541,702.6         10.971    38,856,019
  Non-Qualified VII. . . . . . . . . . . . . .           911,280.6         10.828     9,867,346

AETNA GET FUND, SERIES B:
  Non-Qualified V. . . . . . . . . . . . . . .         1,197,924.6         10.159    12,170,153


ALGER AMERICAN FUND - ALGER AMERICAN SMALL
CAPITALIZATION PORTFOLIO:
  Non-Qualified V. . . . . . . . . . . . . . .           441,808.5          9.622     4,251,298

CALVERT SOCIALLY RESPONSIBLE SERIES:
  Non-Qualified V. . . . . . . . . . . . . . .               752.3         10.518         7,912

FIDELITY INVESTMENTS VARIABLE INSURANCE PRODUCTS
FUND - EQUITY-INCOME PORTFOLIO:
  Non-Qualified VII. . . . . . . . . . . . . .            17,012.8         10.002       170,167

FIDELITY INVESTMENTS VARIABLE INSURANCE PRODUCTS
FUND - GROWTH PORTFOLIO:
  Non-Qualified VII. . . . . . . . . . . . . .            17,012.8         10.423       177,333

</TABLE>
See Notes to Financial Statements
                                       S-4

<PAGE>

VARIABLE ANNUITY ACCOUNT B


STATEMENT OF ASSETS AND LIABILITIES - December 31, 1994 (continued)
<TABLE>
<CAPTION>

                                                                                ACCUMULATION
                                                                                     UNIT
                                                                 UNITS               VALUE
                                                               --------         ------------
<S>                                                        <C>                  <C>               <C>
INSURANCE MANAGEMENT SERIES - CORPORATE BOND FUND:
     Non-Qualified VII . . . . . . . . . . . . . . . . . .     31,308.6         $    9.814        $    307,263

INSURANCE MANAGEMENT SERIES - EQUITY GROWTH AND
INCOME FUND:
     Non-Qualified VII . . . . . . . . . . . . . . . . . .    188,707.5              9.838           1,856,527

INSURANCE MANAGEMENT SERIES - U.S. GOVERNMENT
BOND FUND:
     Non-Qualified VII . . . . . . . . . . . . . . . . . .     12,713.7             10.073             128,071

INSURANCE MANAGEMENT SERIES - PRIME MONEY FUND:
     Non-Qualified VII . . . . . . . . . . . . . . . . . .     51,948.7             10.033             521,201

INSURANCE MANAGEMENT SERIES - PRIME UTILITY FUND:
     Non-Qualified VII . . . . . . . . . . . . . . . . . .     41,190.7              9.881             407,020

JANUS ASPEN SERIES - AGGRESSIVE GROWTH PORTFOLIO:
     Non-Qualified V . . . . . . . . . . . . . . . . . . .    131,702.1             10.319           1,359,035

JANUS ASPEN SERIES - FLEXIBLE INCOME PORTFOLIO:. . . . . .
  Non-Qualified V. . . . . . . . . . . . . . . . . . . . .     15,892.7              9.886             157,121

JANUS ASPEN SERIES - GROWTH PORTFOLIO:
  Non-Qualified VII. . . . . . . . . . . . . . . . . . . .      9,587.6             10.109              96,920

LEXINGTON EMERGING MARKETS FUND, INC.:
  Non-Qualified VII. . . . . . . . . . . . . . . . . . . .      1,500.0              9.795              14,692

LEXINGTON NATURAL RESOURCES TRUST:
  Non-Qualified V. . . . . . . . . . . . . . . . . . . . .    141,075.6              9.079           1,280,873
  Non-Qualified VII. . . . . . . . . . . . . . . . . . . .        537.2              9.056               4,865

NEUBERGER & BERMAN ADVISERS MANAGEMENT
TRUST - GROWTH PORTFOLIO:
  Non-Qualified V. . . . . . . . . . . . . . . . . . . . .    228,369.5             12.199           2,785,910


SCUDDER VARIABLE LIFE INVESTMENT FUND -
INTERNATIONAL PORTFOLIO:
  Non-Qualified V. . . . . . . . . . . . . . . . . . . . .    652,629.7             13.372           8,727,018

TCI PORTFOLIOS, INC. - TCI BALANCED:
  Non-Qualified VII. . . . . . . . . . . . . . . . . . . .      3,476.6             10.152              35,294

TCI PORTFOLIOS, INC. - TCI GROWTH:
  Non-Qualified II . . . . . . . . . . . . . . . . . . . .    568,153.8             10.213           5,802,835
  Non-Qualified III. . . . . . . . . . . . . . . . . . . .  1,340,758.1             10.123          13,573,082
  Non-Qualified V. . . . . . . . . . . . . . . . . . . . .  1,123,365.7             10.883          12,225,789
  Non-Qualified VII. . . . . . . . . . . . . . . . . . . .    893,534.0             10.847           9,692,050

TCI PORTFOLIOS, INC. - INTERNATIONAL:
  Non-Qualified VII. . . . . . . . . . . . . . . . . . . .      3,745.4              9.441              35,359

Reserves for annuity contracts in payment period (Note 1)                                           53,335,014
                                                                                                  ------------
                                                                                                  $795,804,636
                                                                                                  ------------
                                                                                                  ------------
</TABLE>
See Notes to Financial Statements
                                       S-5


<PAGE>

VARIABLE ANNUITY ACCOUNT B
STATEMENT OF OPERATIONS - Year Ended December 31, 1994
<TABLE>
<CAPTION>
<S>                                                                              <C>                 <C>
INVESTMENT INCOME:
Dividends: (Notes 1 and 3)
Aetna Variable Fund. . . . . . . . . . . . . . . . . . . . . . . . . . . . .                         $  71,958,106
  Aetna Income Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . .                             4,312,751
  Aetna Variable Encore Fund . . . . . . . . . . . . . . . . . . . . . . . .                             2,814,325
  Aetna Investment Advisers Fund, Inc. . . . . . . . . . . . . . . . . . . .                             3,701,779
  Aetna GET Fund, Series B . . . . . . . . . . . . . . . . . . . . . . . . .                               423,359
  Alger American Fund - Alger American Small Capitalization Portfolio. . . .                                51,845
  Calvert Socially Responsible Series. . . . . . . . . . . . . . . . . . . .                                   246
  Insurance Management Series - Corporate Bond Fund. . . . . . . . . . . . .                                 3,827
  Insurance Management Series - Equity Growth and Income Fund. . . . . . . .                                 4,162
  Insurance Management Series - U.S. Government Bond Fund. . . . . . . . . .                                   936
  Insurance Management Series - Prime Money Fund . . . . . . . . . . . . . .                                 2,397
  Insurance Management Series - Utility Fund . . . . . . . . . . . . . . . .                                 1,778
  Janus Aspen Series - Aggressive Growth Portfolio . . . . . . . . . . . . .                                 9,728
  Janus Aspen Series - Flexible Income Portfolio . . . . . . . . . . . . . .                                 4,789
  Janus Aspen Series - Growth Portfolio. . . . . . . . . . . . . . . . . . .                                   274
  Lexington Emerging Markets Fund, Inc.. . . . . . . . . . . . . . . . . . .                                   315
  Lexington Natural Resources Trust. . . . . . . . . . . . . . . . . . . . .                                 4,758
  Neuberger & Berman Advisers Management Trust- Growth Portfolio . . . . . .                               113,211
  Scudder Variable Life Investment Fund -  International Portfolio . . . . .                                20,721
  TCI Portfolios, Inc. - TCI Balanced. . . . . . . . . . . . . . . . . . . .                                   405
  TCI Portfolios, Inc. - TCI Growth. . . . . . . . . . . . . . . . . . . . .                                 3,234
                                                                                                       ------------
    Total investment income. . . . . . . . . . . . . . . . . . . . . . . . .                            83,432,946
Valuation period deductions (Note 2) . . . . . . . . . . . . . . . . . . . .                            (8,918,042)
                                                                                                       ------------
Net investment income. . . . . . . . . . . . . . . . . . . . . . . . . . . .                            74,514,904
                                                                                                       ------------

NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain on sales of investments: (Notes 1 and 4)
  Proceeds from sales. . . . . . . . . . . . . . . . . . . . . . . . . . . .     $213,403,512
  Cost of investments sold . . . . . . . . . . . . . . . . . . . . . . . . .      156,402,976
                                                                                  -----------
    Net realized gain. . . . . . . . . . . . . . . . . . . . . . . . . . . .                            57,000,536
Net unrealized gain (loss) on investments:
  Beginning of period. . . . . . . . . . . . . . . . . . . . . . . . . . . .      102,069,324
  End of period. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      (44,356,052)
                                                                                   ----------
    Net unrealized loss. . . . . . . . . . . . . . . . . . . . . . . . . . .                          (146,425,376)
                                                                                                       ------------
Net realized and unrealized loss on investments. . . . . . . . . . . . . . .                           (89,424,840)
                                                                                                       ------------
Net decrease in net assets resulting from operations . . . . . . . . . . . .                          $(14,909,936)
                                                                                                       ------------
                                                                                                       ------------
</TABLE>
See Notes to Financial Statements
                                       S-6

<PAGE>

VARIABLE ANNUITY ACCOUNT B


STATEMENTS OF CHANGES IN NET ASSETS


<TABLE>
<CAPTION>


                                                                                          YEAR ENDED               YEAR ENDED
                                                                                     DECEMBER 31, 1994         DECEMBER 31, 1993
                                                                                     -----------------        ------------------
<S>                                                                                 <C>                       <C>
FROM OPERATIONS:
Net investment income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $   74,514,904            $   34,484,591
Net realized and unrealized gain (loss) on investments . . . . . . . . . . . . . .     (89,424,840)                  995,346
                                                                                       -----------               -----------
  Net increase (decrease) in net assets resulting from operations. . . . . . . . .     (14,909,936)               35,479,937
                                                                                       -----------               -----------
FROM UNIT TRANSACTIONS:. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Variable annuity contract purchase payments. . . . . . . . . . . . . . . . . . . .     170,170,873               115,263,261
Sales and administrative charges deducted by the Company . . . . . . . . . . . . .          (8,045)                  (68,920)

                                                                                       -----------               -----------
  Net variable annuity contract purchase payments. . . . . . . . . . . . . . . . .     170,162,828               115,194,341
Transfers from the Company for mortality guarantee adjustments . . . . . . . . . .         537,027                   522,820
Transfers from (to) the Company's fixed account options. . . . . . . . . . . . . .      (6,000,310)               12,354,531
Redemptions by contract holders. . . . . . . . . . . . . . . . . . . . . . . . . .     (32,737,461)              (20,997,172)
Annuity payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      (7,564,589)               (5,704,047)
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        (127,555)                  166,934
                                                                                       -----------               -----------
  Net increase in net assets from unit transactions. . . . . . . . . . . . . . . .     124,269,940               101,537,407
                                                                                       -----------               -----------
Change in net assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     109,360,004               137,017,344

NET ASSETS:
Beginning of year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     686,444,632               549,427,288
                                                                                       -----------               -----------
End of year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $   795,804,636              $686,444,632
                                                                                       -----------               -----------
                                                                                       -----------               -----------
</TABLE>

See Notes to Financial Statements
                                       S-7

<PAGE>


VARIABLE ANNUITY ACCOUNT B

NOTES TO FINANCIAL STATEMENTS


1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Variable Annuity Account B ("Account") is registered under the Investment
Company Act of 1940 as a unit investment trust.  The Account is sold exclusively
for use with annuity contracts that may be entitled to tax-deferred treatment
under specific sections of the Internal Revenue Code of 1986, as amended.

The accompanying financial statements of the Account have been prepared in
accordance with generally accepted accounting principles.

a. VALUATION OF INVESTMENTS
Investments in the following Funds are stated at the closing net asset value per
share as determined by each Fund on December 31, 1994:
<TABLE>
<CAPTION>

<S>                                                  <C>
Aetna Variable Fund                                  Insurance Management Series-Prime Money Fund
Aetna Income Shares                                  Insurance Management Series-Utility Fund
Aetna Variable Encore Fund                           Janus Aspen Series-Aggressive Growth Portfolio
Aetna Investment Advisers Fund, Inc.                 Janus Aspen Series-Flexible Income Portfolio
Aetna GET Fund, Series B                             Janus Aspen Series-Growth Portfolio
Alger American Fund-Alger American Small             Lexington Emerging Markets Fund, Inc.
  Capitalization Portfolio                           Lexington Natural Resources Trust
Calvert Socially Responsible Series                  Neuberger & Berman Advisers Management
Fidelity Investments Variable Insurance                Trust-Growth Portfolio
  Products Fund-Equity-Income Portfolio              Scudder Variable Life Investment Fund-
Fidelity Investments Variable Insurance                International Portfolio
  Products Fund-Growth Portfolio                     TCI Portfolios, Inc.-TCI Balanced
Insurance Management Series-Corporate                TCI Portfolios, Inc.-TCI Growth
  Bond Fund                                          TCI Portfolios, Inc.-TCI International
Insurance Management Series-Equity Growth
  and Income Fund
Insurance Management Series-U.S.
  Government Bond Fund
</TABLE>

b.  OTHER
Investment transactions are accounted for on a trade-date basis and dividend
income is recorded on the ex-dividend date.  The cost of investments sold is
determined by specific identification.

c.   FEDERAL INCOME TAXES
The operations of the Account form a part of, and are taxed with, the total
operations of Aetna Life Insurance and Annuity Company ("Company") which is
taxed as a life insurance company under the Internal Revenue Code of 1986, as
amended.

d.   ANNUITY RESERVES
Annuity reserves held in the Separate Accounts are computed for currently
payable contracts according to the Progressive Annuity, a49, 1971 Individual
Annuity Mortality, 1971 Group Annuity Mortality, 83a, and 1983 Group Annuity
Mortality tables using various assumed interest rates not to exceed seven
percent.

Mortality experience is monitored by the Company.  Charges to annuity reserves
for mortality experience are reimbursed to the Company if the reserves required
are less than originally estimated.  If additional reserves are required, the
Company reimburses the Account.

                                       S-8

<PAGE>

VARIABLE ANNUITY ACCOUNT B

NOTES TO FINANCIAL STATEMENTS (continued)

2.   VALUATION PERIOD DEDUCTIONS

Deductions by the Account for mortality and expense risk charges are made in
accordance with the terms of the contracts and are paid to the Company.

3.   DIVIDEND INCOME

On an annual basis the Funds distribute substantially all of their taxable
income and realized capital gains to their shareholders.  Distributions to the
Account are automatically reinvested in shares of the Funds.  The Account's
proportionate share of the Funds' undistributed net investment income and
accumulated net realized gain (loss) on investments is included in net
unrealized loss in the Statement of Operations.

Dividends were received from the following Funds:

<TABLE>
<CAPTION>

                                                     DATE OF DIVIDEND                SOURCE OF
               FUND                                    REINVESTMENT                  DIVIDENDS
               ----                                  ----------------                ---------
<S>                                                  <C>                             <C>
Aetna Variable Fund                                    July 20, 1994                 Net investment income and net
                                                       December 30, 1994             realized gains
- --------------------------------------------------------------------------------------------------------------------
Aetna Income Shares                                    July 20, 1994                 Net investment income
                                                       December 30, 1994
- --------------------------------------------------------------------------------------------------------------------
Aetna Variable Encore Fund                             July 20, 1994                 Net investment income
                                                       December 30, 1994
- --------------------------------------------------------------------------------------------------------------------
Aetna Investment Advisers Fund, Inc.                   July 20, 1994                 Net investment income and
                                                       December 30, 1994                realized gains
- --------------------------------------------------------------------------------------------------------------------
Aetna GET Fund, Series B                               December 30, 1994             Net investment income and
                                                                                     net realized gains
- --------------------------------------------------------------------------------------------------------------------
Alger American Fund-Alger American Small               May 5, 1994                   Net realized gains
Capitalization Portfolio
- --------------------------------------------------------------------------------------------------------------------
Calvert Socially Responsible Series                    December 30, 1994             Net investment income
- --------------------------------------------------------------------------------------------------------------------
Insurance Management Series-Corporate Bond             October 21, 1994              Net investment income
   Fund                                                November 21, 1994
                                                       December 21, 1994
- --------------------------------------------------------------------------------------------------------------------
Insurance Management Series-Equity Growth and          December 21, 1994             Net investment income
   Income Fund
- --------------------------------------------------------------------------------------------------------------------
Insurance Management Series-U.S. Government Bond Fund  October 21, 1994              Net investment income
                                                       November 21, 1994
                                                       December 21, 1994
- --------------------------------------------------------------------------------------------------------------------
Insurance Management Series-Prime Money Fund           November 30, 1994             Net investment Income
                                                       December 30, 1994
- --------------------------------------------------------------------------------------------------------------------
Insurance Management Series-Utility Fund               October 21, 1994              Net investment income
                                                       November 21, 1994
                                                       December 21, 1994
- --------------------------------------------------------------------------------------------------------------------
Janus Aspen Series-Aggressive Growth Portfolio         December 29, 1994             Net investment income
- --------------------------------------------------------------------------------------------------------------------
Janus Aspen Series-Flexible Income Portfolio           December 29, 1994             Net investment income
- --------------------------------------------------------------------------------------------------------------------
Janus Aspen Series-Growth Portfolio                    December 29, 1994             Net investment income
- --------------------------------------------------------------------------------------------------------------------
Lexington Emerging Markets Fund, Inc.                  December 29, 1994             Net investment income and net
                                                                                       realized gains
- --------------------------------------------------------------------------------------------------------------------
Lexington Natural Resources Trust                      December 29, 1994             Net investment income
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
                                          S-9


<PAGE>
<TABLE>
<CAPTION>
<S>                                                    <C>                           <C>
- --------------------------------------------------------------------------------------------------------------------
Neuberger & Berman Advisers Management                 February 11, 1994             Net investment income and net
   Trust-Growth Portfolio                                                               realized gains
</TABLE>


                                      S-10
<PAGE>

VARIABLE ANNUITY ACCOUNT B

NOTES TO FINANCIAL STATEMENTS (continued)

3.   DIVIDEND INCOME (continued)
<TABLE>
<CAPTION>

                                                       DATE OF DIVIDEND              SOURCE OF
                         FUND                            REINVESTMENT                DIVIDENDS
                         ----                          ----------------              ---------
<S>                                                    <C>                      <C>
Scudder Variable Life Investment Fund-                 February 28, 1994        Net investment income
  International Portfolio
- --------------------------------------------------------------------------------------------------------------------
TCI Portfolios, Inc.-TCI Balanced                      September 24, 1994       Net investment income
                                                       December 16, 1994
- --------------------------------------------------------------------------------------------------------------------
TCI Portfolios, Inc.-TCI Growth                        April 8, 1994            Net investment income
</TABLE>

4.   PURCHASES AND SALES OF INVESTMENTS

The cost of purchases and proceeds from sales of investments other than short-
term investments for the year ended December 31, 1994 aggregated $342,561,371
and $213,403,512, respectively.


                                      S-11
<PAGE>

                        CONSOLIDATED FINANCIAL STATEMENTS
            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES

                                      INDEX

                                                                            PAGE
                                                                            ----

Independent Auditors' Report . . . . . . . . . . . . . . . . . . . . . . .  F-2

Consolidated Financial Statements:

  Consolidated Statements of Income for the Years Ended December 31, 1994,
      1993, and 1992 . . . . . . . . . . . . . . . . . . . . . . . . . . .  F-3

  Consolidated Balance Sheets as of December 31, 1994 and 1993 . . . . . .  F-4

  Consolidated Statements of Shareholder's Equity for the Years Ended
       December 31, 1994, 1993 and 1992. . . . . . . . . . . . . . . . . .  F-5

  Consolidated Statements of Cash Flows for the Years Ended December 31,
       1994, 1993 and 1992 . . . . . . . . . . . . . . . . . . . . . . . .  F-6

Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . .  F-7


                                       F-1

<PAGE>

                          INDEPENDENT AUDITORS' REPORT

The Shareholder and Board of Directors
Aetna Life Insurance and Annuity Company:

We have audited the accompanying consolidated balance sheets of Aetna Life
Insurance and Annuity Company and Subsidiaries as of December 31, 1994 and 1993,
and the related consolidated statements of income, changes in shareholder's
equity and cash flows for each of the years in the three-year period ended
December 31, 1994. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Aetna Life Insurance
and Annuity Company and Subsidiaries at December 31, 1994 and 1993, and the
results of their operations and their cash flows for each of the years in the
three-year period ended December 31, 1994, in conformity with generally accepted
accounting principles.

As discussed in Note 1 to the consolidated financial statements, in 1993 the
Company changed its methods of accounting for certain investments in debt and
equity securities and reinsurance contracts. In 1992, the Company changed its
method of accounting for income taxes and postretirement benefits other than
pensions.

                                      KPMG Peat Marwick LLP

Hartford, Connecticut
February 7, 1995


                                       F-2

<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

                        CONSOLIDATED STATEMENTS OF INCOME
                                   (MILLIONS)

<TABLE>
<CAPTION>

                                                                    YEARS ENDED DECEMBER 31,
                                                                 ----------------------------
                                                                 1994         1993      1992
                                                                 ----         ----      ----
<S>                                                               <C>        <C>       <C>
Revenue:
  Premiums . . . . . . . . . . . . . . . . . . . . .              $ 124.2    $  82.1   $  72.5
  Charges assessed against policyholders . . . . . .                279.0      251.5     235.4
  Net investment income. . . . . . . . . . . . . . .                917.2      911.9     848.1
  Net realized capital gains . . . . . . . . . . . .                  1.5        9.5      13.4
  Other income . . . . . . . . . . . . . . . . . . .                 10.3        9.5       6.7
                                                                 --------   --------  --------
        Total revenue. . . . . . . . . . . . . . . .              1,332.2    1,264.5   1,176.1
                                                                 --------   --------  --------

Benefits and expenses:
  Current and future benefits. . . . . . . . . . . .                852.4      806.4     761.6
  Operating expenses . . . . . . . . . . . . . . . .                227.2      201.3     213.5
  Amortization of deferred policy acquisition costs.                 36.1       37.7      32.9
                                                                 --------   --------  --------
       Total benefits and expenses . . . . . . . . .              1,115.7    1,045.4   1,008.0
                                                                 --------   --------  --------

Income before federal income taxes and cumulative
 effect adjustments. . . . . . . . . . . . . . . . .                216.5      219.1     168.1

  Federal income taxes . . . . . . . . . . . . . . .                 71.2       76.2      54.9
                                                                 --------   --------  --------

Income before cumulative effect adjustments. . . . .                145.3      142.9     113.2

Cumulative effect adjustments, net of tax:
     Change in accounting for income taxes . . . . .                  -          -        22.8
     Change in accounting for postretirement benefits
      other than pensions. . . . . . . . . . . . . .                  -          -       (13.2)
                                                                 --------   --------  --------

Net income . . . . . . . . . . . . . . . . . . . . .              $ 145.3    $ 142.9   $ 122.8
                                                                 --------   --------  --------
                                                                 --------   --------  --------
</TABLE>



See Notes to Consolidated Financial Statements.

                                       F-3

<PAGE>


            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

                           CONSOLIDATED BALANCE SHEETS
                                   (MILLIONS)
<TABLE>
<CAPTION>


                                                                               DECEMBER 31,
                                                                     -------------------------------
ASSETS                                                                    1994              1993
- ------                                                                    ----              ----
<S>                                                                  <C>                 <C>
Investments:
  Debt securities, available for sale:
    (amortized cost: $10,577.8 and $9,783.9) . . . . . . .           $  10,191.4         $  10,531.0
  Equity securities, available for sale:
    Non-redeemable preferred stock (cost:
      $43.3 and $38.3) . . . . . . . . . . . . . . . . . .                  47.2                45.9
    Investment in affiliated mutual funds
      (cost: $187.2 and $122.4). . . . . . . . . . . . . .                 181.9               126.7
  Short-term investments . . . . . . . . . . . . . . . . .                  98.0                22.6
  Mortgage loans . . . . . . . . . . . . . . . . . . . . .                   9.9                10.1
  Policy loans . . . . . . . . . . . . . . . . . . . . . .                 248.7               202.7
  Limited partnership. . . . . . . . . . . . . . . . . . .                  24.4                   -
                                                                   -------------       -------------
       Total investments . . . . . . . . . . . . . . . . .              10,801.5            10,939.0

Cash and cash equivalents. . . . . . . . . . . . . . . . .                 623.3               536.1
Accrued investment income. . . . . . . . . . . . . . . . .                 142.2               124.7
Premiums due and other receivables . . . . . . . . . . . .                  75.8                67.0
Deferred policy acquisition costs. . . . . . . . . . . . .               1,172.0             1,061.0
Reinsurance loan to affiliate. . . . . . . . . . . . . . .                 690.3               711.0
Other assets . . . . . . . . . . . . . . . . . . . . . . .                  15.9                12.6
Separate Accounts assets . . . . . . . . . . . . . . . . .               7,420.8             6,684.3
                                                                   -------------       -------------
       Total assets. . . . . . . . . . . . . . . . . . . .           $  20,941.8         $  20,135.7
                                                                   -------------       -------------
                                                                   -------------       -------------

LIABILITIES AND SHAREHOLDER'S EQUITY
- ------------------------------------
Liabilities:
  Future policy benefits . . . . . . . . . . . . . . . . .           $   2,968.1         $   2,741.8
  Unpaid claims and claim expenses . . . . . . . . . . . .                  23.8                27.2
  Policyholders' funds left with the Company . . . . . . .               8,901.6             9,003.9
                                                                   -------------       -------------
       Total insurance liabilities . . . . . . . . . . . .              11,893.5            11,698.7
  Other liabilities. . . . . . . . . . . . . . . . . . . .                 302.1               229.7
  Federal income taxes:
    Current. . . . . . . . . . . . . . . . . . . . . . . .                   3.4                40.6
    Deferred . . . . . . . . . . . . . . . . . . . . . . .                 233.5               161.5
  Separate Accounts liabilities. . . . . . . . . . . . . .               7,420.8             6,684.3
                                                                   -------------       -------------
       Total liabilities . . . . . . . . . . . . . . . . .              19,853.3            18,889.0
                                                                   -------------       -------------

Shareholder's equity:
  Common capital stock, par value $50 (100,000 shares
   authorized; 55,000 shares issued and outstanding) . . .                   2.8                 2.8
  Paid-in capital. . . . . . . . . . . . . . . . . . . . .                 407.6               407.6
  Net unrealized capital gains (losses). . . . . . . . . .                (189.0)              114.5
  Retained earnings. . . . . . . . . . . . . . . . . . . .                 867.1               721.8
                                                                   -------------       -------------
       Total shareholder's equity. . . . . . . . . . . . .               1,088.5             1,246.7
                                                                   -------------       -------------

       Total liabilities and shareholder's equity. . . . .           $  20,941.8         $  20,135.7
                                                                   -------------       -------------
                                                                   -------------       -------------
</TABLE>


See Notes to Consolidated Financial Statements.

                                       F-4

<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY
                                   (MILLIONS)
<TABLE>
<CAPTION>
                                                     YEARS ENDED DECEMBER 31,
                                                  -----------------------------
                                                    1994      1993       1992
                                                    ----      ----       ----
<S>                                               <C>       <C>        <C>
Shareholder's equity, beginning of year. . . . .  $1,246.7   $  990.1  $ 867.4
Net change in unrealized capital gains (losses).    (303.5)     113.7     (0.1)
Net income . . . . . . . . . . . . . . . . . . .     145.3      142.9    122.8
                                                  --------   --------  -------
Shareholder's equity, end of year. . . . . . . .  $1,088.5   $1,246.7  $ 990.1
                                                  --------   --------  -------
                                                  --------   --------  -------
</TABLE>

See Notes to Consolidated Financial Statements.

                                       F-5

<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (MILLIONS)
<TABLE>
<CAPTION>


                                                                                                     YEARS ENDED DECEMBER 31,
                                                                                             -------------------------------------
                                                                                                1994          1993          1992
                                                                                                ----          ----          ----
<S>                                                                                          <C>           <C>           <C>
Cash Flows from Operating Activities:

  Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   $  145.3      $  142.9      $  122.8
  Cumulative effect adjustments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          -             -          (9.6)
  Increase in accrued investment income. . . . . . . . . . . . . . . . . . . . . . . . . .      (17.5)        (11.1)         (8.7)
  (Increase) decrease in premiums due and other receivables. . . . . . . . . . . . . . . .        1.3          (5.6)        (19.9)
  Increase in policy loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      (46.0)        (36.4)        (32.4)
  Increase in deferred policy acquisition costs. . . . . . . . . . . . . . . . . . . . . .      (96.5)        (60.5)        (60.8)
  Decrease in reinsurance loan to affiliate. . . . . . . . . . . . . . . . . . . . . . . .       27.8          31.8          37.8
  Net increase in universal life account balances. . . . . . . . . . . . . . . . . . . . .      164.7         126.4         130.8
  Increase in other insurance reserve liabilities. . . . . . . . . . . . . . . . . . . . .       65.7          86.1          20.5
  Net increase in other liabilities and other assets . . . . . . . . . . . . . . . . . . .       53.9           7.0          20.2
  Decrease in federal income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . .      (11.7)         (3.7)        (11.8)
  Net accretion of discount on bonds . . . . . . . . . . . . . . . . . . . . . . . . . . .      (77.9)        (88.1)        (75.2)
  Net realized capital gains . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       (1.5)         (9.5)        (13.4)
  Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       (1.0)          0.2          (0.2)
                                                                                           ----------    ----------    ----------
      Net cash provided by operating activities. . . . . . . . . . . . . . . . . . . . . .      206.6         179.5         100.1
                                                                                           ----------    ----------    ----------

Cash Flows from Investing Activities:
  Proceeds from sales of :
    Debt securities available for sale . . . . . . . . . . . . . . . . . . . . . . . . . .    3,593.8         473.9         543.3
    Equity securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       93.1          89.6          50.6
  Investment maturities and collections of:
    Debt securities available for sale . . . . . . . . . . . . . . . . . . . . . . . . . .    1,289.2       2,133.3       1,179.2
    Short-term investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       30.4          19.7           5.0
  Cost of investment purchases in:
    Debt securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   (5,621.4)     (3,669.2)     (2,612.2)
    Equity securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     (162.5)       (157.5)        (63.0)
    Short-term investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     (106.1)        (41.3)         (5.0)
    Limited partnership. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      (25.0)            -             -
                                                                                           ----------    ----------    ----------
      Net cash used for investing activities . . . . . . . . . . . . . . . . . . . . . . .     (908.5)     (1,151.5)       (902.1)
                                                                                           ----------    ----------    ----------

Cash Flows from Financing Activities:
  Deposits and interest credited for investment contracts. . . . . . . . . . . . . . . . .    1,737.8       2,117.8       1,619.6
  Withdrawals of investment contracts. . . . . . . . . . . . . . . . . . . . . . . . . . .     (948.7)     (1,000.3)       (767.7)
                                                                                           ----------    ----------    ----------
      Net cash provided by financing activities. . . . . . . . . . . . . . . . . . . . . .      789.1       1,117.5         851.9
                                                                                           ----------    ----------    ----------

Net increase in cash and cash equivalents. . . . . . . . . . . . . . . . . . . . . . . . .       87.2         145.5          49.9
Cash and cash equivalents, beginning of year . . . . . . . . . . . . . . . . . . . . . . .      536.1         390.6         340.7
                                                                                           ----------    ----------    ----------

Cash and cash equivalents, end of year . . . . . . . . . . . . . . . . . . . . . . . . . .   $  623.3      $  536.1      $  390.6
                                                                                           ----------    ----------    ----------
                                                                                           ----------    ----------    ----------

Supplemental cash flow information:
 Income taxes paid, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   $   82.6      $   79.9      $   54.0
                                                                                           ----------    ----------    ----------
                                                                                           ----------    ----------    ----------
</TABLE>

See Notes to Consolidated Financial Statements.

                                       F-6

<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 1994, 1993, AND 1992


1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The consolidated financial statements include Aetna Life Insurance and Annuity
Company and its wholly owned subsidiaries, Aetna Insurance Company of America,
Systematized Benefits Administrators, Inc., Aetna Private Capital, Inc. and
Aetna Investment Services, Inc. (collectively, the "Company").  Aetna Life
Insurance and Annuity Company is a wholly owned subsidiary of Aetna Life and
Casualty Company ("Aetna").

The consolidated financial statements have been prepared in conformity with
generally accepted accounting principles.  Intercompany transactions have been
eliminated.  Certain reclassifications have been made to 1993 and 1992 financial
information to conform to the 1994 presentation.

The Company offers a wide range of life insurance products and annuity contracts
with variable and fixed accumulation and payout options.  The Company also
provides investment advisory and other services to affiliated mutual funds.

ACCOUNTING CHANGES

     Accounting for Certain Investments in Debt and Equity Securities

On December 31, 1993, the Company adopted Financial Accounting Standard ("FAS")
No. 115, Accounting for Certain Investments in Debt and Equity Securities, which
requires the classification of debt securities into three categories:  "held to
maturity", which are carried at amortized cost; "available for sale", which are
carried at fair value with changes in fair value recognized as a component of
shareholder's equity; and "trading", which are carried at fair value with
immediate recognition in income of changes in fair value.

Initial adoption of this standard resulted in a net increase of $106.8 million,
net of taxes of $57.5 million, to net unrealized gains in shareholder's equity.
These amounts exclude gains and losses allocable to experience-rated (including
universal life) contractholders.  Adoption of FAS No. 115 did not have a
material effect on deferred policy acquisition costs.

     Accounting and Reporting for Reinsurance of Short-Duration and Long-
     Duration Contracts

During 1993, the Company adopted FAS No. 113, Accounting and Reporting for
Reinsurance of Short-Duration and Long-Duration Contracts, retroactive to
January 1, 1993.  Reinsurance recoverables (previously reported as a reduction
in insurance reserve liabilities) and reinsurance receivables and ceded unearned
premiums are included in premiums due and other receivables.  The adoption of
FAS No. 113 did not have a material impact on the Company's 1993 Consolidated
Financial Statements.

     Accounting for Income Taxes

The Company adopted FAS No. 109, Accounting for Income Taxes, in 1992,
retroactive to January 1, 1992.  A cumulative effect benefit of $22.8 million
related to the adoption of this standard is reflected in the 1992 Consolidated
Statement of Income.

                                       F-7

<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

     Postretirement Benefits Other Than Pensions

FAS No. 106, Employers' Accounting for Postretirement Benefits Other Than
Pensions, required that employers accrue the cost and recognize the liability
for providing non-pension benefits to retired employees and agents.  Aetna and
the Company implemented FAS No. 106 in 1992, retroactive to January 1, 1992 on
the immediate recognition basis.  The cumulative effect charge for all Aetna
employees was reflected in Aetna's 1992 Statement of Income.  A cumulative
effect charge of $13.2 million, net of taxes of $7.1 million, related to the
adoption of this standard for Company agents is reflected in the Company's 1992
Consolidated Statement of Income.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents include cash on hand, money market instruments and
other debt issues with a maturity of ninety days or less when purchased.

INVESTMENTS

     Debt Securities

At December 31, 1994 and 1993, all of the Company's debt securities are
classified as available for sale and carried at fair value. These securities are
written down (as realized losses) for other than temporary decline in value.
Unrealized gains and losses related to these securities, after deducting amounts
allocable to experience-rated contractholders and related taxes, are reflected
in shareholder's equity.

Fair values for debt securities are based on quoted market prices or dealer
quotations.  Where quoted market prices or dealer quotations are not available,
fair values are measured utilizing quoted market prices for similar securities
or by using discounted cash flow methods.  Cost for mortgage-backed securities
is adjusted for unamortized premiums and discounts, which are amortized using
the interest method over the estimated remaining term of the securities,
adjusted for anticipated prepayments.

Purchases and sales of debt securities are recorded on the trade date.

     Equity Securities

Equity securities are classified as available for sale and carried at fair value
based on quoted market prices or dealer quotations.  Equity securities are
written down (as realized losses) for other than temporary declines in value.
Unrealized gains and losses related to such securities are reflected in
shareholder's equity.  Purchases and sales are recorded on the trade date.

The investment in affiliated mutual funds represents an investment in the Aetna
Series Fund, Inc., a retail mutual fund which has been seeded by the Company,
and is carried at fair value.

     Mortgage Loans and Policy Loans

Mortgage loans and policy loans are carried at unpaid principal balances net of
valuation reserves, which approximates fair value, and are generally secured.
Purchases and sales of mortgage loans are recorded on the closing date.

                                       F-8

<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


     Limited Partnership

The Company's limited partnership investment is carried at the amount invested
plus the Company's share of undistributed operating results and unrealized gains
(losses), which approximates fair value.

     Short-Term Investments

Short-term investments, consisting primarily of money market instruments and
other debt issues purchased with an original maturity of over ninety days and
less than one year, are considered available for sale and are carried at fair
value, which approximates amortized cost.

DEFERRED POLICY ACQUISITION COSTS

Certain costs of acquiring insurance business have been deferred.  These costs,
all of which vary with and are primarily related to the production of new
business, consist principally of commissions, certain expenses of underwriting
and issuing contracts and certain agency expenses.  For fixed ordinary life
contracts, such costs are amortized over expected premium-paying periods.  For
universal life and certain annuity contracts, such costs are amortized in
proportion to estimated gross profits and adjusted to reflect actual gross
profits.  These costs are amortized over twenty years for annuity pension
contracts, and over the contract period for universal life contracts.  Deferred
policy acquisition costs are written off to the extent that it is determined
that future policy premiums and investment income or gross profits would not be
adequate to cover related losses and expenses.

INSURANCE RESERVE LIABILITIES

The Company's liabilities include reserves related to fixed ordinary life, fixed
universal life and fixed annuity contracts.  Reserves for future policy benefits
for fixed ordinary life contracts are computed on the basis of assumed
investment yield, assumed mortality, withdrawals and expenses, including a
margin for adverse deviation, which generally vary by plan, year of issue and
policy duration.  Reserve interest rates range from 2.25% to 10.50%.  Assumed
investment yield is based on the Company's experience.  Mortality and withdrawal
rate assumptions are based on relevant Aetna experience and are periodically
reviewed against both industry standards and experience.

Reserves for fixed universal life (included in Future Policy Benefits) and fixed
deferred annuity contracts (included in Policyholders' Funds Left With the
Company) are equal to the fund value.  The fund value is equal to cumulative
deposits less charges plus credited interest thereon, without reduction for
possible future penalties assessed on premature withdrawal.  For guaranteed
interest options, the interest credited ranged from 4.00% to 5.85%  in 1994 and
4.00% to 7.68% in 1993.  For all other fixed options, the interest credited
ranged from 5.00% to 7.50% in 1994 and 5.00% to 9.25% in 1993.

Reserves for fixed annuity contracts in the annuity period and for future
amounts due under settlement options are computed actuarially using the
Progressive Annuity Table (modified), the Annuity Table for 1949, the 1971
Individual Annuity Mortality Table, the 1971 Group Annuity Mortality Table, the
1983 Individual Annuity Mortality Table and the 1983 Group Annuity Mortality
Table, at assumed interest rates ranging from 3.5% to 9.5%.  Reserves relating
to contracts with life contingencies are included in Future Policy Benefits.
For other contracts, the reserves are reflected in Policyholders' Funds Left
With the Company.

                                       F-9

<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


Unpaid claims for all lines of insurance include benefits for reported losses
and estimates of benefits for losses incurred but not reported.

PREMIUMS, CHARGES ASSESSED AGAINST POLICYHOLDERS, BENEFITS AND EXPENSES

Premiums are recorded as revenue when due for fixed ordinary life contracts.
Charges assessed against policyholders' funds for cost of insurance, surrender
charges, actuarial margin and other fees are recorded as revenue for universal
life and certain annuity contracts.  Policy benefits and expenses are recorded
in relation to the associated premiums or gross profit so as to result in
recognition of profits over the expected lives of the contracts.

SEPARATE ACCOUNTS

Assets held under variable universal life, variable life and variable annuity
contracts are segregated in Separate Accounts and are invested, as designated by
the contractholder or participant under a contract, in shares of Aetna Variable
Fund, Aetna Income Shares, Aetna Variable Encore Fund, Aetna Investment Advisers
Fund, Inc., Aetna GET Fund, or The Aetna Series Fund Inc., which are managed by
the Company or other selected mutual funds not managed by the Company.

Separate Accounts assets and liabilities are carried at fair value except for
those relating to a guaranteed interest option which is offered through a
Separate Account.  The assets of the Separate Account supporting the guaranteed
interest option are carried at an amortized cost of $149.7 million for 1994
(fair value $146.3 million) and $31.2 million for 1993 (fair value $33.3
million), since the Company bears the investment risk where the contract is held
to maturity.  Reserves relating to the guaranteed interest option are maintained
at fund value and reflect interest credited at rates ranging from 4.5% to 8.38%
in 1994 and from 4% to 9.45% in 1993.  Separate Accounts assets and liabilities
are shown as separate captions in the Consolidated Balance Sheets.  Deposits,
investment income and net realized and unrealized capital gains (losses) of the
Separate Accounts are not reflected in the Consolidated Statements of Income
(with the exception of realized capital gains (losses) on the sale of assets
supporting the guaranteed interest option).  The Consolidated Statements of Cash
Flows do not reflect investment activity of the Separate Accounts.

FEDERAL INCOME TAXES

The Company is included in the consolidated federal income tax return of Aetna.
The Company is taxed at regular corporate rates after adjusting income reported
for financial statement purposes for certain items.  Deferred income tax
benefits result from changes during the year in cumulative temporary differences
between the tax basis and book basis of assets and liabilities.

                                      F-10

<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


2.   INVESTMENTS

Investments in debt securities available for sale as of December 31, 1994 were
as follows:
<TABLE>
<CAPTION>


                                                                                    GROSS           GROSS
                                                                 AMORTIZED       UNREALIZED       UNREALIZED        FAIR
                                                                   COST             GAINS           LOSSES         VALUE
                                                                   ----             -----           ------         -----
                                                                                 (millions)
<S>                                                              <C>             <C>             <C>          <C>
U.S. Treasury securities and obligations of
  U.S government agencies and corporations . . . . . . . . .     $  1,396.1        $   2.0       $   84.2     $  1,313.9
Obligations of states and political
  subdivisions . . . . . . . . . . . . . . . . . . . . . . .           37.9            1.2              -           39.1
U.S. Corporate securities:
      Financial. . . . . . . . . . . . . . . . . . . . . . .        2,216.9            3.8          109.4        2,111.3
      Utilities. . . . . . . . . . . . . . . . . . . . . . .          100.1              -            7.9           92.2
      Other. . . . . . . . . . . . . . . . . . . . . . . . .        1,344.3            6.0           67.9        1,282.4
                                                                 ----------        -------       --------     ----------
    Total U.S. Corporate securities. . . . . . . . . . . . .        3,661.3            9.8          185.2        3,485.9
Foreign securities:
      Government . . . . . . . . . . . . . . . . . . . . . .          434.4            1.2           33.9          401.7
      Financial. . . . . . . . . . . . . . . . . . . . . . .          368.2            1.1           23.0          346.3
      Utilities. . . . . . . . . . . . . . . . . . . . . . .          204.4            2.5            9.5          197.4
      Other. . . . . . . . . . . . . . . . . . . . . . . . .           46.3            0.8            1.5           45.6
                                                                 ----------        -------       --------     ----------
    Total Foreign securities . . . . . . . . . . . . . . . .        1,053.3            5.6           67.9          991.0
Residential mortgage-backed securities:
      Residential pass-throughs. . . . . . . . . . . . . . .          627.1           81.5            5.0          703.6
      Residential CMOs . . . . . . . . . . . . . . . . . . .        2,671.0           32.9          139.4        2,564.5
                                                                 ----------        -------       --------     ----------
Total Residential mortgage-backed
  securities . . . . . . . . . . . . . . . . . . . . . . . .        3,298.1          114.4          144.4        3,268.1
Commercial/Multifamily mortgage-backed
  securities . . . . . . . . . . . . . . . . . . . . . . . .          435.0            0.2           21.3          413.9
                                                                 ----------        -------       --------     ----------
    Total Mortgage-backed securities . . . . . . . . . . . .        3,733.1          114.6          165.7        3,682.0
Other loan-backed securities . . . . . . . . . . . . . . . .          696.1            0.2           16.8          679.5
                                                                 ----------        -------       --------     ----------

Total debt securities available for sale . . . . . . . . . .     $ 10,577.8        $ 133.4       $  519.8     $ 10,191.4
                                                                 ----------        -------       --------     ----------
                                                                 ----------        -------       --------     ----------
</TABLE>

                                      F-11


<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

     Investments in debt securities available for sale as of December 31, 1993
     were as follows:
<TABLE>
<CAPTION>



                                                                                    GROSS           GROSS
                                                                 AMORTIZED       UNREALIZED       UNREALIZED        FAIR
                                                                   COST             GAINS           LOSSES         VALUE
                                                                   ----             -----           ------         -----
                                                                                 (millions)
<S>                                                              <C>             <C>             <C>          <C>
U.S. Treasury securities and obligations of
  U.S government agencies and corporations . . . . . . . . .       $  827.2        $  19.4       $    6.6     $    840.4
Obligations of states and political
  subdivisions . . . . . . . . . . . . . . . . . . . . . . .            0.5              -              -            0.5
U.S. Corporate securities:
      Financial. . . . . . . . . . . . . . . . . . . . . . .          983.3           49.2            0.7        1,031.8
      Utilities. . . . . . . . . . . . . . . . . . . . . . .          141.2           12.4              -          153.6
      Other. . . . . . . . . . . . . . . . . . . . . . . . .          704.3           51.6            2.3          753.6
                                                                 ----------        -------       --------     ----------
    Total U.S. Corporate securities. . . . . . . . . . . . .        1,828.8          113.2            3.0        1,939.0
Foreign securities:
      Government . . . . . . . . . . . . . . . . . . . . . .          289.1           31.7            0.5          320.3
      Financial. . . . . . . . . . . . . . . . . . . . . . .          365.8           18.5            0.9          383.4
      Utilities. . . . . . . . . . . . . . . . . . . . . . .          206.2           28.9            0.1          235.0
      Other. . . . . . . . . . . . . . . . . . . . . . . . .           30.4            1.3            0.8           30.9
                                                                 ----------        -------       --------     ----------
    Total Foreign securities . . . . . . . . . . . . . . . .          891.5           80.4            2.3          969.6
Residential mortgage-backed securities:
      Residential pass-throughs. . . . . . . . . . . . . . .        1,125.0          218.1            1.7        1,341.4
      Residential CMOs . . . . . . . . . . . . . . . . . . .        4,868.7          318.1            1.1        5,185.7
                                                                 ----------        -------       --------     ----------
Total Residential mortgage-backed
  securities . . . . . . . . . . . . . . . . . . . . . . . .        5,993.7          536.2            2.8        6,527.1
Commercial/Multifamily mortgage-backed
  securities . . . . . . . . . . . . . . . . . . . . . . . .          193.0           13.4            0.8          205.6
                                                                 ----------        -------       --------     ----------
      Total Mortgage-backed securities . . . . . . . . . . .        6,186.7          549.6            3.6        6,732.7
Other loan-backed securities . . . . . . . . . . . . . . . .           49.2            0.2            0.2           49.2
                                                                 ----------        -------       --------     ----------

Total debt securities available for sale . . . . . . . . . .     $  9,783.9        $ 762.8       $   15.7     $ 10,531.0
                                                                 ----------        -------       --------     ----------
                                                                 ----------        -------       --------     ----------
</TABLE>

At December 31, 1994 and 1993, net unrealized appreciation (depreciation) of
$(386.4) million and $747.1 million, respectively, on available for sale debt
securities included $(308.6) million and $582.8 million, respectively, related
to experience-rated contractholders, which were not included in shareholder's
equity.

                                      F-12

<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


The amortized cost and fair value of debt securities for the year ended December
31, 1994 are shown below by contractual maturity.  Actual maturities may differ
from contractual maturities because securities may be restructured, called, or
prepaid.

<TABLE>
<CAPTION>
                                                AMORTIZED             FAIR
                                                  COST                VALUE
                                                  ----                -----
                                                         (millions)
     <S>                                        <C>                <C>
     Due to mature:
       One year or less. . . . . . . . . . . .  $    103.9         $    103.5
       After one year through five years . . .     1,965.6            1,920.0
       After five years through ten years. . .     2,371.3            2,207.0
       After ten years . . . . . . . . . . . .     1,707.8            1,599.4
       Mortgage-backed securities. . . . . . .     3,733.1            3,682.0
       Other loan-backed securities. . . . . .       696.1              679.5
                                                ----------         ----------

            Total. . . . . . . . . . . . . . .  $ 10,577.8         $ 10,191.4
                                                ----------         ----------
                                                ----------         ----------
</TABLE>

At December 31, 1994 and 1993, debt securities carried at $7.0 million and $7.3
million, respectively, were on deposit as required by regulatory authorities.

The valuation reserve for mortgage loans was $3.1 million and $4.2 million at
December 31, 1994 and 1993, respectively.  The carrying value of non-income
producing investments was $0.2 million and $34.3 million at December 31, 1994
and 1993, respectively.

Investments in a single issuer, other than obligations of the U.S. government,
with a carrying value in excess of 10% of the Company's shareholder's equity at
December 31, 1994 are as follows:

<TABLE>
<CAPTION>
                                                   AMORTIZED    FAIR
     DEBT SECURITIES                                  COST      VALUE
     ---------------                                  ----      -----
                                                       (millions)
     <S>                                             <C>        <C>

     General Electric Capital Corporation. . . .     $ 264.9    $252.1
     General Motors Corporation. . . . . . . . .       167.8     161.7
     Society National Bank . . . . . . . . . . .       152.8     143.7
     Ford Motor Company. . . . . . . . . . . . .       144.7     142.3
     Associates Corporation of North America . .       132.9     131.1
     First Deposit Master Trust 1994-1A. . . . .       114.9     112.1
</TABLE>

The portfolio of debt securities at December 31, 1994 and 1993 included $318
million and $329 million, respectively, (3% of the debt securities for both
years) of investments that are considered "below investment grade".  "Below
investment grade" securities are defined to be securities that carry a rating
below BBB-/Baa3, by Standard & Poors/Moody's Investor Services, respectively.
Of these below investment grade assets, $32 million and $39 million, at December
31, 1994 and 1993, respectively, were investments that were purchased at
investment grade, but whose ratings have since been downgraded.

Included in residential mortgage-back securities are collateralized mortgage
obligations ("CMOs") with carrying values of  $2.6  billion and $5.2  billion at
December 31, 1994 and 1993, respectively.  The $2.6  billion decline in

                                      F-13

<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


CMOs from December 31, 1993 to December 31, 1994 was related primarily to sales
and principal repayments.  CMO sales of $1.6 billion resulted in net realized
capital gains of $35 million of which $23 million was allocated to experience-
rated contracts.  The Company's CMO exposure was reduced as a result of changes
in their risk and return characteristics and to better diversify the risk
profile of the Company's assets.  The principal risks inherent in holding CMOs
are prepayment and extension risks related to dramatic decreases and increases
in interest rates whereby the CMOs would be subject to repayments of principal
earlier or later than originally anticipated.  At December 31, 1994 and 1993,
approximately 85% and 93%, respectively, of the Company's CMO holdings consisted
of sequential and planned amortization class ("PAC") debt securities which are
subject to less prepayment and extension risk than other CMO instruments. At
December 31, 1994 and 1993, approximately 82% of the Company's CMO holdings were
collateralized by residential mortgage loans, on which the timely payment of
principal and interest was backed by specified government agencies (e.g., GNMA,
FNMA, FHLMC).

If due to declining interest rates, principal was to be repaid earlier than
originally anticipated, the Company could be affected by a decrease in
investment income due to the reinvestment of these funds at a lower interest
rate.  Such prepayments may result in a duration mismatch between assets and
liabilities which could be corrected as cash from prepayments could be
reinvested at an appropriate duration to adjust the mismatch.

Conversely, if due to increasing interest rates, principal was to be repaid
slower than originally anticipated, the Company could be affected by a decrease
in cash flow which reduces the ability to reinvest expected principal repayments
at higher interest rates.  Such slower payments may result in a duration
mismatch between assets and liabilities which could be corrected as available
cash flow could be reinvested at an appropriate duration to adjust the mismatch.

At December 31, 1994 and 1993, 4% and 3%, respectively, of the Company's CMO
holdings consisted of interest-only strips (IOs) or principal-only strips (POs).
IOs receive payments of interest and POs receive payments of principal on the
underlying pool of mortgages.  The risk inherent in holding POs is extension
risk related to dramatic increases in interest rates whereby the future payments
due on POs could be repaid much slower than originally anticipated.  The
extension risks inherent in holding POs, PACs and sequentials was mitigated by
purchasing offsetting positions in IOs.  During dramatic increases in interest
rates, IOs would generate more future payments than originally anticipated.

The risk inherent in holding IOs is prepayment risk related to dramatic
decreases in interest rates whereby future IO cash flows could be much less than
originally anticipated and in some cases could be less than the original cost of
the IO.  The risks inherent in IOs are mitigated by holding offsetting positions
in PO's, PACs, and sequentials.  During dramatic decreases in interest rates
POs, PACs and sequentials would generate future cash flows much quicker than
originally anticipated.

In 1993, due to declining interest rates and prepayments on the underlying pool
of mortgages, the amortized cost on IO's was written down by $85.4 million.  IO
writedowns of $4.7 million, net of $80.7 million allocated to experience-rated
contracts, were reflected in 1993 net realized capital gains (losses).  In 1994,
due to increasing interest rates, unrealized gains on IO's increased from $0.5
million at December 31, 1993 to $17.8 million at December 31, 1994.  Conversely,
unrealized gains on POs decreased from $36.7 million at December 31, 1993 to
$5.3 million at December 31, 1994.  1994 net realized gains (losses) included
net gains of $10.0 million as a result of sales of IOs and POs (including
amounts allocated to experience-rated contractholders).

                                      F-14

<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


The Company did not use derivative instruments (ie.,futures, forward contracts,
interest swaps, etc.)for hedging or any other purposes in 1994 or 1993.

The Company does hold investments in certain debt and equity securities with
derivative characteristics (ie., including the fact that their market value is
at least partially determined by, among other things, levels of or changes in
interest rates, prepayment rates, equity markets or credit ratings/spreads).

The amortized cost and fair value of these securities, included in the $10.8
billion investment portfolio, as of December 31, 1994 was as follows:

<TABLE>
<CAPTION>
                                                         AMORTIZED     FAIR
                                                            COST       VALUE
                                                            ----       -----
                                                                (millions)
     <S>                                                  <C>        <C>
     Collateralized mortgage obligations (including
       interest-only and principal-only strips). . . .    $ 2,671.0  $ 2,564.5
     Treasury and agency strips:
       Principal . . . . . . . . . . . . . . . . . . .         20.7       21.6
       Interest. . . . . . . . . . . . . . . . . . . .        104.2       90.2
     Mandatorily convertible preferred stock . . . . .         12.1       11.6
</TABLE>

     Investments in available for sale equity securities were as follows:

<TABLE>
<CAPTION>


                                                GROSS          GROSS
                                              UNREALIZED     UNREALIZED     FAIR
                                     COST       GAINS          LOSSES       VALUE
                                     ----       -----          ------       -----
                                                    (Millions)
     <S>                            <C>       <C>            <C>           <C>
     1994
     Equity Securities . . . . . .  $ 230.5   $   6.5         $   7.9      $ 229.1
                                    -------   -------         -------      -------

     1993
     Equity Securities . . . . . .  $ 160.7   $  12.0         $   0.1      $ 172.6
                                    -------   -------         -------      -------
</TABLE>

At December 31, 1994 and 1993, 91% of outstanding policy loans had fixed
interest rates.  The fixed interest rates for annuity policy loans ranged from
1% to 3% for individual annuity policies in both 1994 and 1993.  The fixed
interest rates for individual life policy loans ranged from 5% to 8% in 1994 and
6% to 8% in 1993.  The remaining outstanding policy loans had variable interest
rates averaging 8% in 1994 and 1993.  Investment income from policy loans was
$11.5 million, $10.8 million and $9.5 million in 1994, 1993 and 1992,
respectively.

OFF-BALANCE SHEET FINANCIAL INSTRUMENTS

At December 31, 1993, the Company had $149.0 million in outstanding forward
commitments to purchase mortgage-backed securities at a specified future date
and at a specified price or yield.  These instruments involve elements of market
risk whereby future changes in market prices may make a financial instrument
less valuable.  However, the difference between the fair value at which the
commitments can be settled, and the contractual value of these securities, was
immaterial at December 31, 1993.  There were no outstanding forward commitments
at December 31, 1994.

There were no material concentrations of off-balance sheet financial instruments
at December 31, 1994 and 1993.

                                      F-15

<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

3.   CAPITAL GAINS AND LOSSES ON INVESTMENT OPERATIONS

Realized capital gains or losses are the difference between proceeds received
from investments sold or prepaid, and amortized cost.  Net realized capital
gains as reflected in the Consolidated Statements of Income are after deductions
for net realized capital gains (losses) allocated to experience-rated contracts
of $(29.1) million, $(54.8) million and $36.1 million for the years ended
December 31, 1994, 1993, and 1992, respectively.  Net realized capital gains
(losses) allocated to experience-rated contracts are deferred and subsequently
reflected in credited rates on an amortized basis.  Net unamortized gains
(losses), reflected as a component of Policyholders' Funds Left With the
Company, were $(50.7) million and $(16.5) million at the end of December 31,
1994 and 1993, respectively.

Changes to the mortgage loan valuation reserve and writedowns on debt securities
are included in net realized capital gains (losses) and amounted to $1.1 million
and $(98.5) million, of which $0.8 million and $(91.5) million were allocable to
experience-rated contractholders, for the years ended December 31, 1994 and
1993, respectively.  There were no changes to the valuation reserve or
writedowns in 1992.  The 1993 losses were primarily related to writedowns of
interest-only mortgage-backed securities to their fair value.

Net realized capital gains (losses) on investments, net of amounts allocated to
experience-rated contracts, were as follows:

<TABLE>
<CAPTION>
                                            1994       1993      1992
                                            ----       ----      ----
                                                    (millions)
     <S>                                   <C>        <C>       <C>
     Debt securities . . . . . . . . . .   $  1.0     $  9.6    $ 12.9
     Equity securities . . . . . . . . .      0.2         .1       0.5
     Mortgage loans. . . . . . . . . . .      0.3       (0.2)        -
                                           ------     ------    ------
     Pretax realized capital gains . . .   $  1.5     $  9.5    $ 13.4
                                           ------     ------    ------
                                           ------     ------    ------
       After-tax realized capital gains.   $  1.0     $  6.2    $  8.8
                                           ------     ------    ------
                                           ------     ------    ------
</TABLE>

Gross gains of $26.6 million, $33.3 million and $13.9 million and gross losses
of $25.6 million, $23.7 million and $1.0 million were realized from the sales of
investments in debt securities in 1994, 1993 and 1992, respectively.

Changes in unrealized capital gains (losses), excluding changes in unrealized
capital gains (losses) related to experience-rated contracts, for the years
ended December 31, were as follows:

<TABLE>
<CAPTION>
                                             1994         1993        1992
                                             ----         ----        ----
                                                       (millions)
     <S>                                   <C>          <C>          <C>
     Debt securities . . . . . . . . . . . $(242.1)     $ 164.3      $   -
     Equity securities . . . . . . . . . .   (13.3)        10.6        (0.1)
     Limited partnership . . . . . . . . .    (1.8)          -           -
                                           -------      -------      -------
                                            (257.2)       174.9        (0.1)


     Deferred federal income taxes
       (See Note 6). . . . . . . . . . . .    46.3         61.2          -
                                           -------      -------      -------

     Net change in unrealized capital
       gains (losses). . . . . . . . . . . $(303.5)     $ 113.7      $ (0.1)
                                           -------      -------      -------
                                           -------      -------      -------
</TABLE>

The net change in unrealized capital gains (losses) on debt securities in 1994
and 1993 resulted from the adoption of FAS No. 115.  For the year ended December
31, 1992, debt securities were carried at amortized cost.  The unrecorded net
appreciation for debt securities carried at amortized cost (including amounts
allocable to experience-rated contracts) amounted to $612.4 million at December
31, 1992.

                                      F-16

<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Net unrealized capital gains (losses) allocable to experience-rated contracts of
$(308.6)million and $582.8 million at December 31, 1994 and 1993, respectively,
are not included in shareholder's equity.  These amounts are reflected on the
Consolidated Balance Sheet in policyholders' funds left with the Company.

Shareholder's equity included the following unrealized capital gains (losses),
which are net of amounts allocable to experience-rated contractholders, at
December 31:

<TABLE>
<CAPTION>
                                                    1994      1993       1992
                                                    ----      ----       ----
                                                          (millions)
     <S>                                          <C>       <C>      <C>
     Debt securities
       Gross unrealized capital gains. . . . . .  $  27.4   $ 164.3  $    -
       Gross unrealized capital losses . . . . .   (105.2)       -        -
                                                  -------   -------  -------
                                                    (77.8)    164.3       -
     Equity securities
       Gross unrealized capital gains. . . . . .      6.5      12.0      2.0
       Gross unrealized capital losses . . . . .     (7.9)     (0.1)    (0.7)
                                                  -------   -------  -------
                                                     (1.4)     11.9      1.3
     Limited partnership
       Gross unrealized capital gains. . . . . .       --        --       --
       Gross unrealized capital losses . . . . .     (1.8)     (1.8)       -
                                                  -------   -------  -------
     Deferred federal income taxes (See Note 6).    108.0      61.7      0.5
                                                  -------   -------  -------
     Net change in unrealized capital gains
       (losses). . . . . . . . . . . . . . . . .  $(189.0)  $ 114.5  $   0.8
                                                  -------   -------  -------
                                                  -------   -------  -------
</TABLE>

4.   NET INVESTMENT INCOME

Sources of net investment income were as follows:

<TABLE>
<CAPTION>
                                                   1994        1993      1992
                                                   ----        ----      ----
                                                              (millions)
     <S>                                         <C>        <C>       <C>
     Debt securities . . . . . . . . . . . . .    $ 823.9    $ 828.0   $ 763.7
     Preferred stock . . . . . . . . . . . . .        3.9        2.3       2.8
     Investment in affiliated mutual funds . .        5.2        2.9       3.2
     Mortgage loans. . . . . . . . . . . . . .        1.4        1.5       1.8
     Policy loans. . . . . . . . . . . . . . .       11.5       10.8       9.5
     Reinsurance loan to affiliate . . . . . .       51.5       53.3      56.7
     Cash equivalents. . . . . . . . . . . . .       29.5       16.8      16.6
     Other . . . . . . . . . . . . . . . . . .        6.7        7.7       6.4
                                                  -------    -------   -------
     Gross investment income . . . . . . . . .      933.6      923.3     860.7
     Less investment expenses. . . . . . . . .      (16.4)     (11.4)    (12.6)
                                                  -------    -------   -------
     Net investment income . . . . . . . . . .    $ 917.2    $ 911.9   $ 848.1
                                                  -------    -------   -------
                                                  -------    -------   -------
</TABLE>

                                      F-17

<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Net investment income includes amounts allocable to experience-rated
contractholders of $677.1 million, $661.3 million and $604.0 million for the
years ended December 31, 1994, 1993 and 1992, respectively.  Interest credited
to contractholders is included in Current and Future Benefits.


5.   DIVIDEND RESTRICTIONS AND SHAREHOLDER'S EQUITY

The amount of dividends that may be paid to the shareholder in 1995 without
prior approval by the Insurance Commissioner of the State of Connecticut is
$70.9 million.

The Insurance Department of the State of Connecticut (the "Department")
recognizes as net income and shareholder's equity those amounts determined in
conformity with statutory accounting practices prescribed or permitted by the
Department, which differ in certain respects from generally accepted accounting
principles.  Statutory net income was $70.9 million, $77.6 million and $62.5
million for the years ended December 31, 1994, 1993 and 1992, respectively.
Statutory shareholder's equity was $615.0 million and $574.4 million as of
December 31, 1994 and 1993, respectively.

As of December 31, 1994, the Company does not utilize any statutory accounting
practices which are not prescribed by insurance regulators that, individually or
in the aggregate, materially affect statutory shareholder's equity.

6.   FEDERAL INCOME TAXES

The Company is included in the consolidated federal income tax return of Aetna.
Aetna allocates to each member an amount approximating the tax it would have
incurred were it not a member of the consolidated group, and credits the member
for the use of its tax saving attributes in the consolidated return.

As discussed in Note 1, the Company adopted FAS No. 109 as of January 1, 1992
resulting in a cumulative effect benefit of $22.8 million.

In August 1993, the Omnibus Budget Reconciliation Act of 1993 (OBRA) was enacted
which resulted in an increase in the federal corporate tax rate from 34% to 35%
retroactive to January 1, 1993.  The enactment of OBRA resulted in an increase
in the deferred tax liability of $3.4 million at date of enactment, which is
included in the 1993 deferred tax expense.

Components of income tax expense (benefits) were as follows:
<TABLE>
<CAPTION>

                                          1994       1993     1992
                                          ----       ----     ----
                                                   (millions)
     <S>                                 <C>       <C>       <C>
     Current taxes (benefits):
       Income from operations. . . . . . $  78.7   $  87.1  $  68.0
       Net realized capital gains. . . .   (33.2)     18.1     18.1
                                         -------   -------  -------
                                            45.5     105.2     86.1
                                         -------   -------  -------
     Deferred taxes (benefits):
       Income from operations. . . . . .    (8.0)    (14.2)   (17.7)
       Net realized capital gains. . . .    33.7     (14.8)   (13.5)
                                         -------   -------  -------
                                            25.7     (29.0)   (31.2)
                                         -------   -------  -------
          Total. . . . . . . . . . . . . $  71.2    $ 76.2  $  54.9
                                         -------   -------  -------
                                         -------   -------  -------
</TABLE>

                                      F-18

<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Income tax expense was different from the amount computed by applying the
federal income tax rate to income before federal income taxes for the following
reasons:

<TABLE>
<CAPTION>

                                                       1994           1993            1992
                                                       ----           ----            ----
                                                                   (millions)
    <S>                                             <C>            <C>            <C>
    Income before federal income taxes . . .        $  216.5       $  219.1       $  168.1
    Tax rate . . . . . . . . . . . . . . . .            35  %          35  %          34  %
                                                    --------       --------       --------
    Application of the tax rate. . . . . . .            75.8           76.7           57.2
                                                    --------       --------       --------
    Tax effect of:
      Excludable dividends . . . . . . . . .            (8.6)          (8.7)          (6.4)
      Tax reserve adjustments. . . . . . . .             2.9            4.7            5.1
      Reinsurance transaction. . . . . . . .             1.9           (0.2)          (0.5)
      Tax rate change on deferred
        liabilities. . . . . . . . . . . . .              -             3.7             -
      Other, net . . . . . . . . . . . . . .            (0.8)            -            (0.5)
                                                    --------       --------       --------
        Income tax expense . . . . . . . . .        $   71.2       $   76.2       $   54.9
                                                    --------       --------       --------
                                                    --------       --------       --------
</TABLE>

The tax effects of temporary differences that give rise to deferred tax assets
and deferred tax liabilities under FAS No. 109 at December 31, 1994 and 1993 are
presented below:

<TABLE>
<CAPTION>
                                                              1994       1993
                                                              ----       ----
                                                                (millions)
     <S>                                                    <C>       <C>
     Deferred tax assets:
       Insurance reserve . . . . . . . . . . . . . . . . .   $ 211.5   $ 195.4
       Net unrealized capital losses . . . . . . . . . . .     136.3       -
       Investment losses not currently deductible. . . . .      15.5      31.2
       Postretirement benefits other than pensions . . .         8.4       8.6
       Impairment reserves . . . . . . . . . . . . . . . .       -         7.9
       Other . . . . . . . . . . . . . . . . . . . . . . .      28.3      19.3
                                                             -------   -------
     Total gross assets. . . . . . . . . . . . . . . . . .     400.0     262.4
     Less valuation allowance. . . . . . . . . . . . . . .     136.3       -
                                                             -------   -------
       Deferred tax assets net of valuation. . . . . . . .     263.7     262.4

     Deferred tax liabilities:
       Deferred policy acquisition costs . . . . . . . . .     385.2     355.2
       Unrealized losses allocable to experience-rated
         contracts . . . . . . . . . . . . . . . . . . . .     108.0       -
       Market discount . . . . . . . . . . . . . . . . . .       3.6       5.4
       Net unrealized capital gains. . . . . . . . . . . .       -        61.7
       Other . . . . . . . . . . . . . . . . . . . . . . .       0.4       1.6
                                                             -------   -------
          Total gross liabilities. . . . . . . . . . . . .     497.2     423.9
                                                             -------   -------
          Net deferred tax liability . . . . . . . . . . .   $ 233.5   $ 161.5
                                                             -------   -------
                                                             -------   -------
</TABLE>

Net unrealized capital gains and losses are presented in shareholder's equity
net of deferred taxes.  At December 31, 1994, $81.0 million of net unrealized
capital losses were reflected in shareholder's equity without deferred tax
benefits.  For federal income tax purposes, capital losses are deductible only
against capital gains in the year of sale or during the carryback and
carryforward periods ( three and  five years,  respectively ).   Due to the
expected

                                      F-19

<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

full utilization of capital gains in the carryback period and the uncertainty of
future capital gains, a valuation allowance of $28.3 million related to million
related to the net unrealized capital losses has been reflected in shareholder's
equity.  In addition, $308.6 million of net unrealized capital losses related to
experience-rated contracts are not reflected in shareholder's equity since such
losses, if realized, are allocable to contractholders.  However, the potential
loss of tax benefits on such losses is the risk of the Company and therefore
would adversely affect the Company rather than the contractholder.  Accordingly,
an additional valuation allowance of $108.0 million has been reflected in
shareholder's equity as of December 31, 1994.  Any reversals of the valuation
allowance are contingent upon the recognition of future capital gains in the
Company's federal income tax return or a change in circumstances which causes
the recognition of the benefits to become more likely than not.  Non-recognition
of the deferred tax benefits on net unrealized losses described above had no
impact on net income for 1994, but has the potential to adversely affect future
results if such losses are realized.

The "Policyholders' Surplus Account," which arose under prior tax law, is
generally that portion of a life insurance company's statutory income that has
not been subject to taxation.  As of December 31, 1983, no further additions
could be made to the Policyholders' Surplus Account for tax return purposes
under the Deficit Reduction Act of 1984.  The balance in such account was
approximately $17.2 million at December 31, 1994.  This amount would be taxed
only under certain conditions.  No income taxes have been provided on this
amount since management believes the conditions under which such taxes would
become payable are remote.

The Internal Revenue Service ("Service") has completed examinations of the
consolidated federal income tax returns of Aetna through 1986.  Discussions are
being held with the Service with respect to proposed adjustments.  However,
management believes there are adequate defenses against, or sufficient reserves
to provide for, such adjustments.  The Service has commenced its examinations
for the years 1987 through 1990.

7.   BENEFIT PLANS

Employee Pension Plans - The Company, in conjunction with Aetna, has non-
contributory defined benefit pension plans covering substantially all employees.
The plans provide pension benefits based on years of service and average annual
compensation (measured over sixty consecutive months of highest earnings in a
120 month period).  Contributions are determined using the Entry Age Normal Cost
Method and, for qualified plans subject to ERISA requirements, are limited to
the amounts that are currently deductible for tax reporting purposes.  The
accumulated benefit obligation and plan assets are recorded by Aetna.  The
accumulated plan assets exceed accumulated plan benefits.  There has been no
funding to the plan for the years 1992 through 1994, and therefore, no expense
has been recorded by the Company.

Agent Pension Plans - The Company, in conjunction with Aetna, has a non-
qualified pension plan covering certain agents.  The plan provides pension
benefits based on annual commission earnings.  The accumulated plan assets
exceed accumulated plan benefits.  There has been no funding to the plan for the
years 1992 through 1994, and therefore, no expense has been recorded by the
Company.

Employee Postretirement Benefits - In addition to providing pension benefits,
Aetna also provides certain postretirement health care and life insurance
benefits, subject to certain caps, for retired employees.  Medical and dental
benefits are offered to all full-time employees retiring at age 50 with at least
15 years of service or at age 65 with at least 10 years of service.  Retirees
are required to contribute to the plans based on their years of service with
Aetna.

                                      F-20

<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Aetna implemented FAS No. 106, Employers' Accounting for Postretirement Benefits
Other Than Pensions in 1992 on the immediate recognition basis.  The cumulative
effect charge for all Aetna employees was reflected in Aetna's 1992 Statement of
Income.  Prior to the adoption of FAS No. 106, the cost of postretirement
benefits was charged to operations as payments were made.  The accumulated
benefit obligation and plan assets are recorded by Aetna.  Accumulated
postretirement benefits exceed plan assets.

The cost to the Company associated with the Aetna postretirement plans for 1994,
1993 and 1992 were $1.0 million, $0.8 million and $0.8 million, respectively.

Agent Postretirement Benefits - The Company, in conjunction with Aetna, also
provides certain postemployment health care and life insurance benefits for
certain agents.  The impact of recognizing the liability for agent costs was a
cumulative effect adjustment of $13.2 million (net of deferred taxes of $6.8
million) and is reported in the 1992 Consolidated Statement of Income.

The cost to the Company associated to the agents' postretirement plans for 1994,
1993 and 1992 were $0.7 million, $0.6 million and $0.7 million, respectively.

Incentive Savings Plan - Substantially all employees are eligible to participate
in a savings plan under which designated contributions, which may be invested in
common stock of Aetna or certain other investments, are matched, up to 5% of
compensation, by Aetna.  Pretax charges to operations for the incentive savings
plan were $3.3 million, $3.1 million and $2.8 million in 1994, 1993 and 1992,
respectively.

Stock Plans - Aetna has a stock incentive plan that provides for stock options
and deferred contingent common stock or cash awards to certain key employees.
Aetna also has a stock option plan under which executive and middle management
employees of Aetna may be granted options to purchase common stock of Aetna at
the market price on the date of grant or, in connection with certain business
combinations, may be granted options to purchase common stock on different
terms.  The cost to the Company associated to the Aetna stock plans for 1994 and
1993 was $2.3 million, $0.4 million, respectively.  The cost for 1992 was
immaterial.

8.   RELATED PARTY TRANSACTIONS

The Company is compensated by the Separate Accounts for bearing mortality and
expense risks pertaining to variable life and annuity contracts.  Under the
insurance contracts, the Separate Accounts pay the Company a daily fee which, on
an annual basis, ranges, depending on the product, from .70% to 1.80% of their
average daily net assets.  The Company also receives fees from the variable life
and annuity mutual funds and The Aetna Series Fund for serving as investment
adviser.  Under the advisory agreements, the Funds pay the Company a daily fee
which, on an annual basis, ranges, depending on the fund, from .25% to 1.00% of
their average daily net assets.  The advisory agreements also call for the
variable funds to pay their own administrative expenses and for The Aetna Series
Fund to pay certain administrative expenses. The Company also receives fees
(expressed as a percentage of the average daily net assets) from The Aetna
Series Fund for providing administration shareholder services and promoting
sales.  The amount of compensation and fees received from the Separate Accounts
and Funds, included in Charges Assessed Against Policyholders, amounted to
$104.6 million, $93.6 million and $80.5 million in 1994, 1993 and 1992,
respectively.  The Company may waive advisory fees at its discretion.

                                      F-21

<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The Company may, from time to time, make reimbursements to a Fund for some or
all of its operating expenses.  Reimbursement arrangements may be terminated at
any time without notice.

Since 1981, all domestic individual non-participating life insurance of Aetna
and its subsidiaries has been issued by the Company.  Effective December 31,
1988, the Company entered into a reinsurance agreement with Aetna Life Insurance
Company ("Aetna Life") in which substantially all of the non-participating
individual life and annuity business written by Aetna Life prior to 1981 was
assumed by the Company.  A $108.0 million commission, paid by the Company to
Aetna Life in 1988, was capitalized as deferred policy acquisition costs.  The
Company maintained insurance reserves of $690.3 million and $711.0 million as of
December 31, 1994 and 1993, respectively, relating to the business assumed.  In
consideration for the assumption of this business, a loan was established
relating to the assets held by Aetna Life which support the insurance reserves.
The loan is being reduced in accordance with the decrease in the reserves.  The
fair value of this loan was $630.3 million and $685.8 million as of December 31,
1994 and 1993, respectively, and is based upon the fair value of the underlying
assets.  Premiums of $32.8 million, $33.3 million and $36.8 million and current
and future benefits of $43.8 million, $55.4 million and $47.2 million were
assumed in 1994, 1993 and 1992, respectively.

Investment income of $51.5 million, $53.3 million and $56.7 million was
generated from the reinsurance loan to affiliate in 1994, 1993 and 1992,
respectively.  Net income of approximately $25.1 million, $13.6 million and
$21.7 million resulted from this agreement in 1994, 1993 and 1992, respectively.

On December 16, 1988, the Company assumed $25.0 million of premium revenue from
Aetna Life for the purchase and administration of a life contingent single
premium variable payout annuity contract.  In addition, the Company also is
responsible for administering fixed annuity payments that are made to annuitants
receiving variable payments.  Reserves of $24.2 million and $27.8 million were
maintained for this contract as of December 31, 1994 and 1993, respectively.

Effective February 1, 1992, the Company increased its retention limit per
individual life to $2.0 million and entered into a reinsurance agreement with
Aetna Life to reinsure amounts in excess of this limit, up to a maximum of $8.0
million on any new individual life business, on a yearly renewable term basis.
Premium amounts related to this agreement for 1994, 1993 and 1992 were
immaterial.

Effective December 31, 1992, the Company entered into an assumption reinsurance
agreement with Aetna Life to reinsure a block of approximately 3,500 life
contingent, period certain and deferred lump sum annuities (totaling $175.5
million in premium) issued by the Company to Aetna Casualty to fund its
obligations under structured settlement agreements.  The negotiated price
recognized the sale of future profits and included consideration to ALIAC for
the continued administration of the reinsured contracts on behalf of, and in the
name of, Aetna Life.

The Company received no capital contributions in 1994, 1993 or 1992.

Premiums due and other receivables include $27.6 million and $9.8 million due
from affiliates in 1994 and 1993, respectively.  Other liabilities include $27.9
million and $26.1 million due to affiliates for 1994 and 1993, respectively.

Substantially all of the administrative and support functions of the Company are
provided by Aetna and its affiliates.  The financial statements reflect
allocated charges for these services based upon measures appropriate for the
type and nature of service provided.

                                      F-22

<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

9.   REINSURANCE

The Company utilizes indemnity reinsurance agreements to reduce its exposure to
large losses in all aspects of its insurance business.  Such reinsurance permits
recovery of a portion of losses from reinsurers, although it does not discharge
the primary liability of the Company as direct insurer of the risks reinsured.
The Company evaluates the financial strength of potential reinsurers and
continually monitors the financial condition of reinsurers.  Only those
reinsurance recoverables deemed probable of recovery are reflected as assets on
the Company's Consolidated Balance Sheets.

The following table includes premium amounts ceded/assumed to/from affiliated
companies as discussed in Note 8 above.

<TABLE>
<CAPTION>

                                                          CEDED TO       ASSUMED
                                           DIRECT          OTHER        FROM OTHER      NET
                                           AMOUNT         COMPANIES     COMPANIES      AMOUNT
                                           ------         ---------     ---------      ------
  1994                                                            (milllions)
  <S>                                    <C>              <C>           <C>            <C>
  Premiums:
    Life Insurance . . . . . . . . . . . $  25.8           $ 6.0         $ 32.8        $ 52.6
    Accident and Health Insurance. . . .    10.8             9.3              -           1.5
    Annuities. . . . . . . . . . . . . .    69.9              -             0.2          70.1
                                         ------------------------------------------------------
      Total earned premiums. . . . . . . $ 106.5           $15.3         $ 33.0        $124.2
                                         ------------------------------------------------------
                                         ------------------------------------------------------
  1993
  Premiums:
    Life Insurance . . . . . . . . . . . $  20.9           $ 5.6         $ 33.3        $ 48.6
    Accident and Health Insurance. . . .    14.4            12.9              -           1.5
    Annuities. . . . . . . . . . . . . .    31.3               -            0.7          32.0
                                         ------------------------------------------------------
      Total earned premiums. . . . . . . $  66.6          $ 18.5         $ 34.0        $ 82.1
                                         ------------------------------------------------------
                                         ------------------------------------------------------
  1992
  Premiums:
    Life Insurance . . . . . . . . . . . $  20.8          $  5.2         $ 36.8        $ 52.4
    Accident and Health Insurance. . . .    15.1            13.7            -             1.4
    Annuities. . . . . . . . . . . . . .    18.4             -              0.3          18.7
                                         ------------------------------------------------------
      Total earned premiums. . . . . . . $  54.3          $ 18.9         $ 37.1        $ 72.5
                                         ------------------------------------------------------
                                         ------------------------------------------------------
</TABLE>

10.  FINANCIAL INSTRUMENTS

The carrying values and estimated fair values of the Company's financial
instruments at December 31, 1994 and 1993 were as follows:
<TABLE>
<CAPTION>

                                                              1994                         1993
                                                  ---------------------------  ----------------------------

                                                    CARRYING         FAIR        CARRYING          FAIR
                                                      VALUE          VALUE         VALUE           VALUE
                                                      -----          -----         -----           -----
<S>                                                <C>            <C>            <C>            <C>
Assets:                                                                      (millions)

    Cash and cash equivalents. . . . . . . .       $   623.3      $   623.3      $   536.1      $   536.1
    Short-term investments . . . . . . . . .            98.0           98.0           22.6           22.6
    Debt securities. . . . . . . . . . . . .        10,191.4       10,191.4       10,531.0       10,531.0
    Equity securities. . . . . . . . . . . .           229.1          229.1          172.6          172.6
    Limited partnership. . . . . . . . . . .            24.4           24.4            -              -
    Mortgage loans . . . . . . . . . . . . .             9.9            9.9           10.1           10.1
Liabilities:
    Investment contract liabilities:
          With a fixed maturity. . . . . . .           826.7          833.5          733.3          795.6
          Without a fixed maturity . . . . .         8,074.9        7,870.4        8,196.4        8,099.3
</TABLE>

                                      F-23

<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Fair value estimates are made at a specific point in time, based on available
market information and judgments about the financial instrument, such as
estimates of timing and amount of expected future cash flows.  Such estimates do
not reflect any premium or discount that could result from offering for sale at
one time the Company's entire holdings of a particular financial instrument, nor
do they consider the tax impact of the realization of unrealized gains or
losses.  In many cases, the fair value estimates cannot be substantiated by
comparison to independent markets, nor can the disclosed value be realized in
immediate settlement of the instrument.  In evaluating the Company's management
of interest rate and liquidity risk, the fair values of all assets and
liabilities should be taken into consideration, not only those above.

The following valuation methods and assumptions were used by the Company in
estimating the fair value of the above financial instruments:

SHORT-TERM INSTRUMENTS:  Fair values are based on quoted market prices or dealer
quotations.  Where quoted market prices are not available, the carrying amounts
reported in the Consolidated Balance Sheets approximates fair value.  Short-term
instruments have a maturity date of one year or less and include cash and cash
equivalents, and short-term investments.

DEBT AND EQUITY SECURITIES:  Fair values are based on quoted market prices or
dealer quotations.  Where quoted market prices or dealer quotations are not
available, fair value is estimated by using quoted market prices for similar
securities or discounted cash flow methods.

MORTGAGE LOANS:  Fair value is estimated by discounting expected mortgage loan
cash flows at market rates which reflect the rates at which similar loans would
be made to similar borrowers.  The rates reflect management's assessment of the
credit quality and the remaining duration of the loans.  The fair value estimate
of mortgage loans of lower quality, including problem and restructured loans, is
based on the estimated fair value of the underlying collateral.

INVESTMENT CONTRACT LIABILITIES (INCLUDED IN POLICYHOLDERS' FUNDS LEFT WITH THE
COMPANY):  With a fixed maturity:  Fair value is estimated by discounting cash
flows at interest rates currently being offered by, or available to, the Company
for similar contracts.

WITHOUT A FIXED MATURITY:  Fair value is estimated as the amount payable to the
contractholder upon demand.  However, the Company has the right under such
contracts to delay payment of withdrawals which may ultimately result in paying
an amount different than that determined to be payable on demand.

11.  SEGMENT INFORMATION

Effective December 31, 1994, the Company's operations, which previously were
reported in total, will now be reported through two major business segments:
Life Insurance and Financial Services. The Life Insurance segment markets most
types of life insurance including universal life, interest-sensitive whole life,
and term insurance.  These products are offered primarily to individuals, small
businesses, employer-sponsored groups and executives of Fortune 2000 companies.
The Financial Services segment markets and services individual and group annuity
contracts which offer a variety of funding and distribution options for personal
and employer-sponsored retirement plans that qualify for tax deferral under
sections 401(k) for corporations, 403(b) for hospitals and educational
institutions, 408 for individual retirement accounts, and 457 for state and
local governments and tax exempt healthcare organizations (the "deferred
compensation market"), of the Internal Revenue Code.  These contracts may be
immediate or deferred.  These products are offered primarily to individuals,
pension plans, small businesses and employer-sponsored groups.


                                      F-24

<PAGE>

            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A WHOLLY OWNED SUBSIDIARY OF AETNA LIFE AND CASUALTY COMPANY)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Summarized financial information for the Company's principal operations was as
follows:

<TABLE>
<CAPTION>

                                                                      1994           1993           1992
                                                                      ----           ----           ----
                                                                                  (millions)
<S>                                                                <C>            <C>            <C>
Revenue:
  Life insurance . . . . . . . . . . . . . . . . . . . . . . . .   $  386.1       $  371.7       $  363.6
  Financial services . . . . . . . . . . . . . . . . . . . . . .      946.1          892.8          812.5
                                                                   --------       --------       --------
    Total revenue. . . . . . . . . . . . . . . . . . . . . . . .   $1,332.2       $1,264.5       $1,176.1
                                                                   --------       --------       --------
                                                                   --------       --------       --------

Income from continuing operations before
  income taxes and cumulative effect adjustments:
  Life insurance . . . . . . . . . . . . . . . . . . . . . . . .   $   96.8       $   98.0       $   74.6
  Financial services . . . . . . . . . . . . . . . . . . . . . .      119.7          121.1           93.5
                                                                   --------       --------       --------
   Total income from continuing operations before
     income taxes and cumulative effect adjustments
                                                                   $  216.5       $  219.1       $  168.1

Net income:
  Life insurance . . . . . . . . . . . . . . . . . . . . . . . .   $   59.8       $   56.1       $   45.6
  Financial services . . . . . . . . . . . . . . . . . . . . . .       85.5           86.8           67.6
                                                                   --------       --------       --------
    Income before cumulative effect adjustments. . . . . . . . .   $  145.3       $  142.9       $  113.2
                                                                   --------       --------       --------
    Cumulative effect adjustments. . . . . . . . . . . . . . . .          -            -              9.6
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . .   $  145.3       $  142.9       $  122.8
                                                                   --------       --------       --------
                                                                   --------       --------       --------

                                                                      1994           1993           1992
                                                                                  (millions)
Assets under management, at fair value:
  Life insurance . . . . . . . . . . . . . . . . . . . . . . . .  $ 2,175.2      $ 2,180.1      $ 1,973.1
  Financial services . . . . . . . . . . . . . . . . . . . . . .   17,791.9       16,600.5       13,644.3
                                                                  ---------      ---------      ---------
    Total assets under management. . . . . . . . . . . . . . . .  $19,967.1      $18,780.6      $15,617.4
                                                                  ---------      ---------      ---------
                                                                  ---------      ---------      ---------
</TABLE>

                                      F-25
<PAGE>



                       STATEMENT OF ADDITIONAL INFORMATION



                          VARIABLE ANNUITY ACCOUNT B



                          Variable Annuity Contracts

                                  issued by

                     Aetna Life Insurance and Annuity Company






Form No. 88722                                            ALIAC Ed.__/96

<PAGE>


                          VARIABLE ANNUITY ACCOUNT B
                          PART C - OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
    (a)  Financial Statements:
         (1)    Included in Part A:
                Condensed Financial Information
         (2)    Included in Part B:
                Financial Statements of Variable Annuity Account B:
                - Independent Auditors' Report
                - Statement of Assets and Liabilities as of December 31, 1994
                - Statement of Operations for the year ended December 31, 1994
                - Statements of Changes in Net Assets for the years ended
                  December 31, 1994 and 1993
                - Notes to Financial Statements
                Financial Statements of the Depositor:
                - Independent Auditors' Report
                - Consolidated Statements of Income for the years ended
                  December 31, 1994, 1993 and 1992
                - Consolidated Balance Sheets as of December 31, 1994 and 1993
                - Consolidated Statements of Changes in Shareholder's Equity
                  for the years ended December 31, 1994, 1993 and 1992
                - Consolidated Statements of Cash Flows for the years ended
                  December 31, 1994, 1993 and 1992
                - Notes to Consolidated Financial Statements

    (b)  Exhibits
         (1)    Resolution of the Board of Directors of Aetna Life Insurance
                and Annuity Company establishing Variable Annuity Account B(1)
         (2)    Not applicable
         (3.1)  Form of Broker-Dealer Agreement(2)
         (3.2)  Alternative Form of Wholesaling Agreement and related Selling
                Agreement(2)
         (4.1)  Form of Variable Annuity Contracts (GLID-CDA-HO, E2ACB95)
         (5)    Form of Variable Annuity Contract Application (300-GTD-IA)(3)
         (6)    Certificate of Incorporation and By-Laws of Depositor(4)
         (7)    Not applicable
         (8.1)  Fund Participation Agreement between Aetna Life Insurance and
                Annuity Company, Alger American Fund and Fred Alger Management,
                Inc. dated September 1, 1993(2)
         (8.2)  Fund Participation Agreement between Aetna Life Insurance and
                Annuity Company and Calvert Asset Management Company (Calvert
                Responsibly Invested Balanced Portfolio, formerly Calvert
                Socially Responsible Series) dated March 13, 1989 and
                amended December 12, 1993(5)


<PAGE>


         (8.3)  Fund Participation Agreement between Aetna Life Insurance and
                Annuity Company and Fidelity Distributors Corporation dated
                February 1, 1994 (Variable Insurance Products Fund)(6)
         (8.4)  Fund Participation Agreement between Aetna Life Insurance and
                Annuity Company and Fidelity Distribution Corporation dated
                February 1, 1994 (Variable Insurance Products Fund II)(6)
         (8.5)  Fund Participation Agreement between Aetna Life Insurance and
                Annuity Company and Lexington Management Corporation regarding
                Natural Resources Trust dated December 1, 1988 and amended
                February 11, 1991(5)
         (8.6)  Fund Participation Agreement between Aetna Life Insurance and
                Annuity Company and Janus Aspen Series dated April 19, 1994
                and amended June 15, 1994(7)
         (8.7)  Fund Participation Agreement between Aetna Life Insurance and
                Annuity Company and Advisers Management Trust (now Neuberger &
                Berman Advisers Management Trust) dated April 14, 1989(2)
         (8.8)  Fund Participation Agreement between Aetna Life Insurance and
                Annuity Company and Scudder Variable Life Investment Fund
                dated April 27, 1992 and amended February 19, 1993 and
                August 13, 1993(8)
         (8.9)  Fund Participation Agreement between Aetna Life Insurance and
                Annuity Company, Investors Research Corporation and TCI
                Portfolios, Inc. dated July 29, 1992 and amended
                December 22, 1992 and June 1, 1994(8)
         (9)    Opinion of Counsel
         (10.1) Consent of Independent Auditors
         (10.2) Consent of Counsel
         (11)   Not applicable
         (12)   Not applicable
         (13)   Computation of Performance Data
         (14)   Financial Data Schedule
         (15.1) Powers of Attorney(9)
         (15.2) Authorization for Signatures(10)

1.  Incorporated by reference to Registration Statement on Form N-4 (File No.
    2-52448) filed on February 28, 1986.
2.  Incorporated by reference to Pre-Effective Amendment No. 1 to Registration
    Statement on Form N-4 (File No. 33-75996) filed on April 21, 1994.
3.  Incorporated by reference to Post-Effective Amendment No. 3 to Registration
    Statement on Form N-4 (File No. 33-75996) filed on February 23, 1995.
4.  Incorporated by reference to Post-Effective Amendment No. 58 to Registration
    Statement on Form N-4 (File No. 2-52449) filed on February 28, 1994.
5.  Incorporated by reference to Post-Effective Amendment No. 4 to Registration
    Statement on Form N-4 (File No. 33-75978) filed on March 24, 1995.
6.  Incorporated by reference to Pre-Effective Amendment No. 1 to Registration
    Statement on Form N-4 (File No. 33-75978) filed on April 25, 1994.


<PAGE>


7.  Incorporated by reference to Post-Effective Amendment No. 2 to Registration
    Statement on Form N-4 (File No. 33-75960) filed on August 9, 1994.
8.  Incorporated by reference to Registration Statement on Form N-4
    (File No. 33-88720) filed on January 20, 1995.
9.  The Power of Attorney for Eugene M. Trovato, Vice President, Controller,
    is included as an exhibit with this filing.  The Power of Attorney for
    David E. Bushong, Acting Chief Financial Officer, is incorporated by
    reference to Post-Effective Amendment No. 1 to Registration Statement on
    Form N-4 (File No. 33-87932) electronically filed on September 18, 1995.
    The Powers of Attorney for all other signatories are incorporated by
    reference to Registration Statement on Form N-4 (File No. 33-88722) filed
    on January 20, 1995.
10. Incorporated by reference to Post-Effective Amendment No. 1 to Registration
    Statement on Form-N-4 (File No. 33-91846) electronically filed on
    August 15, 1995.


<PAGE>


ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR

Name and Principal
Business Address*       Positions and Offices with Depositor
- ------------------      ------------------------------------

Daniel P. Kearney       Director and President

David E. Bushong        Acting Chief Financial Officer

Eugene M. Trovato       Vice President, Controller (chief accounting officer)

Gary G. Benanav         Director

Christopher J. Burns    Director and Senior Vice President, Life

Laura R. Estes          Director and Senior Vice President, ALIAC Pensions

Shaun P. Mathews        Director and Senior Vice President, Strategic
                        Markets and Products

Scott A. Striegel       Director and Senior Vice President, Annuity

James C. Hamilton       Director, Vice President and Treasurer

John Y. Kim             Director and Senior Vice President, ALIAC Investments

Zoe Baird               Senior Vice President and General Counsel

Fred J. Franklin        Vice President and Chief Compliance Officer

Susan E. Schechter      Corporate Secretary and Counsel


*  The principal business address of all directors and officers listed is
   151 Farmington Avenue, Hartford, Connecticut 06156.


ITEM 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR
         REGISTRANT

    Incorporated herein by reference to Exhibit 24(c) to Registration
Statement on Form N-4 (File No. 33-88720) filed on January 20, 1995.


<PAGE>


ITEM 27. NUMBER OF CONTRACT OWNERS

   As of September 30, 1995, there were 34,551 contract owners of variable
annuity contracts funded through Account B.

ITEM 28. INDEMNIFICATION

   Reference is hereby made to Section 33-320a of the Connecticut General
Statutes ("C.G.S.") regarding indemnification of directors and officers of
Connecticut corporations.  The statute provides in general that Connecticut
corporations shall indemnify their officers, directors, employees, agents,
and certain other defined individuals against judgments, fines, penalties,
amounts paid in settlement and reasonable expenses actually incurred in
connection with proceedings against the corporation.  The corporation's
obligation to provide such indemnification does not apply unless (1) the
individual is successful on the merits in the defense of any such proceeding;
or (2) a determination is made (by a majority of the board of directors not a
party to the proceeding by written consent; by independent legal counsel
selected by a majority of the directors not involved in the proceeding; or by
a majority of the shareholders not involved in the proceeding) that the
individual acted in good faith and in the best interests of the corporation;
or (3) the court, upon application by the individual, determines in view of
all the circumstances that such person is reasonably entitled to be
indemnified.

   C.G.S. Section 33-320a provides an exclusive remedy: a Connecticut
corporation cannot indemnify a director or officer to an extent either
greater or less than that authorized by the statute, e.g., pursuant to its
certificate of incorporation, bylaws, or any separate contractual
arrangement.  However, the statute does specifically authorize a corporation
to procure indemnification insurance to provide greater indemnification
rights.  The premiums for such insurance may be shared with the insured
individuals on an agreed basis.

   Consistent with the statute, Aetna Life and Casualty Company has procured
insurance from Lloyd's of London and several major United States excess
insurers for its directors and officers and the directors and officers of its
subsidiaries, including the Depositor, which supplements the indemnification
rights provided by C.G.S. Section 33-320a to the extent such coverage does
not violate public policy.

ITEM 29. PRINCIPAL UNDERWRITER

   (a)  In addition to serving as the principal underwriter for the Registrant,
        Aetna Life Insurance and Annuity Company (ALIAC) also acts as the
        principal underwriter for Variable Life Account B and Variable
        Annuity Accounts C and G (separate accounts of ALIAC registered as
        unit investment trusts), and Separate Account I (a separate account
        of Aetna Insurance Company of America (AICA) registered as a unit
        investment trust). Additionally, ALIAC is the investment adviser for
        the Aetna Variable Fund, Aetna Income


<PAGE>


        Shares, Aetna Variable Encore Fund, Aetna Investment Advisers
        Fund, Inc., Aetna GET Fund, Aetna Series Fund, Inc. and Aetna
        Generation Portfolios, Inc.  ALIAC is also the depositor of the
        Registrant, Variable Life Account B and Variable Annuity Accounts C
        and G.

   (b)  See Item 25 regarding the Depositor.

   (c)  Compensation as of December 31, 1994:

<TABLE>
<CAPTION>

    (1)              (2)             (3)               (4)          (5)

Name of        Net Underwriting  Compensation
Principal      Discounts and     on Redemption      Brokerage
Underwriter    Commissions       or Annuitization   Commissions  Compensation*
- -----------    ----------------  ----------------   -----------  -------------
<S>            <C>               <C>                 <C>          <C>

Aetna Life                           $269,230                       $9,036,662
Insurance
and
Annuity
Company

</TABLE>

*  Compensation shown in column 5 includes deductions for mortality and
   expense risk guarantees and contract charges assessed to cover costs
   incurred in the sales and administration of the contracts issued under
   Account B.

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS

   All records concerning contract owners of Variable Annuity Account B are
located at the home office of the Depositor as follows:

         Aetna Life Insurance and Annuity Company
         151 Farmington Avenue
         Hartford, Connecticut  06156

ITEM 31. MANAGEMENT SERVICES

   Not applicable

ITEM 32. UNDERTAKINGS

   Registrant hereby undertakes:

   (a)  to file a post-effective amendment to this registration statement on
        Form N-4 as frequently as is necessary to ensure that the audited
        financial statements in the registration statement are never more
        than sixteen months old for as long as payments under the variable
        annuity contracts may be accepted;


<PAGE>


   (b)  to include as part of any application to purchase a contract offered
        by a prospectus which is part of this registration statement on Form
        N-4, a space that an applicant can check to request a Statement of
        Additional Information; and

   (c)  to deliver any Statement of Additional Information and any financial
        statements required to be made available under this Form N-4 promptly
        upon written or oral request.

   (d)  Insofar as indemnification for liability arising under the Securities
        Act of 1933 may be permitted to directors, officers and controlling
        persons of the Registrant pursuant to the foregoing provisions, or
        otherwise, the Registrant has been advised that in the opinion of the
        Securities and Exchange Commission such indemnification is against
        public policy as expressed in the Act and is, therefore,
        unenforceable.  In the event that a claim for indemnification against
        such liabilities (other than the payment by the Registrant of
        expenses incurred or paid by a director, officer or controlling
        person of the Registrant in the successful defense of any action,
        suit or proceeding) is asserted by such director, officer or
        controlling person in connection with the securities being
        registered, the Registrant will, unless in the opinion of its counsel
        the matter has been settled by controlling precedent, submit to a
        court of appropriate jurisdiction the question of whether such
        indemnification by it is against public policy as expressed in the
        Act and will be governed by the final adjudication of such issue.


<PAGE>


                                  SIGNATURES

   As required by the Securities Act of 1933 and the Investment Company Act
of 1940, the Registrant, Variable Annuity Account B of Aetna Life Insurance
and Annuity Company, has duly caused this Pre-Effective Amendment No. 1 to
its Registration Statement on Form N-4 (File No. 33-88722) to be signed on
its behalf by the undersigned, thereunto duly authorized in the City of
Hartford, State of Connecticut, on the 30th day of November, 1995.

                                       VARIABLE ANNUITY ACCOUNT B OF AETNA
                                       LIFE INSURANCE AND ANNUITY COMPANY
                                            (REGISTRANT)

                                  By:  AETNA LIFE INSURANCE AND ANNUITY
                                       COMPANY
                                            (DEPOSITOR)

                                  By:  Daniel P. Kearney*
                                       ---------------------------------------
                                       Daniel P. Kearney
                                       President


Signature               Title                                        Date

Daniel P. Kearney*      Director and President                  )
- ---------------------   (principal executive officer)           )
Daniel P. Kearney                                               )

David E. Bushong*       Acting Chief Financial Officer          )
- ---------------------   (principal financial officer)           )   November
David E. Bushong                                                )   30, 1995

Eugene M. Trovato*      Vice President, Controller              )
- ---------------------                                           )
Eugene M. Trovato                                               )

James C. Hamilton*      Director                                )
- ---------------------                                           )
James C. Hamilton                                               )

Gary G. Benanav*        Director                                )
- ---------------------                                           )
Gary G. Benanav                                                 )

Christopher J. Burns*   Director                                )
- ---------------------                                           )
Christopher J. Burns                                            )


<PAGE>


John Y. Kim*            Director                                )
- ---------------------                                           )
John Y. Kim                                                     )

Laura R. Estes*         Director                                )
- ---------------------                                           )
Laura R. Estes                                                  )

Shaun P. Mathews*       Director                                )
- ---------------------                                           )
Shaun P. Mathews                                                )

Scott A. Striegel*      Director                                )
- ---------------------                                           )
Scott A. Striegel                                               )

/s/ Julie E. Rockmore
- ---------------------
  *Attorney-in-Fact


<PAGE>


                          VARIABLE ANNUITY ACCOUNT B
                                EXHIBIT INDEX

Exhibit No.   Exhibit                                                     Page
- ----------    -------                                                     ----
99-B.1        Resolution of the Board of Directors of Aetna Life            *
              Insurance and Annuity Company establishing Variable
              Annuity Account B

99-B.3.1      Form of Broker-Dealer Agreement                               *

99-B.3.2      Alternative Form of Wholesaling Agreement and                 *
              related Selling Agreement

99-B.4.1      Form of Variable Annuity Contracts (GLID-CDA-HO,            ----
              E2ACB95)

99-B.5        Form of Variable Annuity Contract Application                 *
              (300-GTD-IA)

99-B.6        Certificate of Incorporation and By-Laws of Depositor         *

99-B.8.1      Fund Participation Agreement between Aetna Life Insurance     *
              and Annuity Company, Alger American Fund and Fred Alger
              Management, Inc. dated September 1, 1993

99-B.8.2      Fund Participation Agreement between Aetna Life Insurance     *
              and Annuity Company and Calvert Asset Management Company
              (Calvert Responsibly Invested Balanced Portfolio formerly
              Calvert Socially Responsible Series) dated March 13, 1989
              and amended December 12, 1993

99-B.8.3      Fund Participation Agreement between Aetna Life Insurance     *
              and Annuity Company and Fidelity Distributors Corporation
              dated February 1, 1994 (Variable Insurance Products Fund)

99-B.8.4      Fund Participation Agreement between Aetna Life Insurance     *
              and Annuity Company and Fidelity Distribution Corporation
              dated February 1, 1994 (Variable Insurance Products Fund II)

99-B.8.5      Fund Participation Agreement between Aetna Life Insurance     *
              and Annuity Company and Lexington Management Corporation
              regarding Natural Resources Trust dated December 1, 1988
              and amended February 11, 1991


<PAGE>


99-B.8.6      Fund Participation Agreement between Aetna Life Insurance     *
              and Annuity Company and Janus Aspen Series dated April 19,
              1994 and amended June 15, 1994

99-B.8.7      Fund Participation Agreement between Aetna Life Insurance     *
              and Annuity Company and Advisers Management Trust (now
              Neuberger & Berman Advisers Management Trust) dated April
              14, 1989

99-B.8.8      Fund Participation Agreement between Aetna Life Insurance     *
              and Annuity Company and Scudder Variable Life Investment
              Fund dated April 27, 1992 and amended February 19, 1993
              and August 13, 1993

99-B.8.9      Fund Participation Agreement between Aetna Life Insurance     *
              and Annuity Company, Investors Research Corporation and TCI
              Portfolios, Inc. dated July 29, 1992 and amended December 22,
              1992 and June 1, 1994

99-B.9        Opinion of Counsel                                          ----

99-B.10.1     Consent of Independent Auditors                             ----

99-B.10.2     Consent of Counsel (Included in item 99-B.9)                ----

99-B.13       Computation of Performance Data                             ----

99-B.15.1     Powers of Attorney                                          ----

99-B.15.2     Authorization for Signatures                                  *

27            Financial Data Schedule                                     ----

*  Incorporated by reference




<PAGE>


[LOGO]                 AETNA LIFE INSURANCE AND ANNUITY COMPANY
                          HOME OFFICE:  151 FARMINGTON AVE.
                             HARTFORD, CONNECTICUT 06156
                                  1-800-525-4225

                                 Herein called Aetna

Agrees to pay the benefits stated in this Contract.







DETAILS OF VARIABLE FEATURES OF THIS CONTRACT ARE IN THE DEPOSIT,
RESERVE, AND SURRENDER PROVISIONS, AND ANNUITY PROVISIONS.

                             RIGHT TO CANCEL
The  Owner may cancel this Contract within 10 days of receiving  it,
by  sending a written notice to Aetna at the above address or to the
agent  from  whom it was purchased. Aetna will return  all  payments
made for this Contract within 7 days after it receives the notice of
cancellation and this Contract.

This page, and the following pages, and the application, make up the
entire Contract.

Signed at Hartford, Connecticut on the Effective Date.



     /s/ Susan W Schechter               /s/ Dan Kearney
              SECRETARY                     PRESIDENT

         GROUP VARIABLE OR FIXED ANNUITY OR COMBINATION CONTRACT
                            NON-PARTICIPATING
            ALL PAYMENTS AND VALUES PROVIDED BY THIS CONTRACT,
        WHEN BASED ON INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT,
      ARE VARIABLE AND ARE NOT GUARANTEED AS TO FIXED DOLLAR AMOUNT.

                                                               (39169)
                                                               CAT. 2000599000
GLID-CDA-HO                                                    PRINTED IN U.S.A.







<PAGE>

                                SPECIFICATIONS

PLAN

OWNER

GROUP CONTRACT NO.

EFFECTIVE DATE


THIS CONTRACT IS DELIVERED IN
AND IS SUBJECT TO THE LAWS OF THAT JURISDICTION



Deduction from Deposit(s)-- The amount of the Net Deposit(s) applied
will be the deposit(s) received minus a deduction for premium taxes,
if any then deducted (see Deposit, Reserve, and Surrender Provisions
of this Contract).

Deductions From The Separate Account And The Funds -- Total deductions
equal 1.5% on an annual  basis.  Once  Annuity  payments  begin, Aetna
must earn a gross return on the assets of the Separate Account of:
(a) 5% on an annual basis if an assumed net return rate of 3.5% is
chosen; or (b) 6.5% on an annual basis if an assumed net return rate
of 5% is chosen; in order that the dollar amount of the Variable
Annuity payments will not decrease.







GLID-CDA-HO                           2


<PAGE>


                              COVER SHEET
This Contract is a legal contract between the Owner and Aetna.

READ THIS CONTRACT CAREFULLY.  This cover sheet is only a brief
outline of some of the important features of this Contract.  This
cover sheet is not the insurance contract.  Only the actual terms of
this Contract will control.  This Contract sets forth, in detail, all
of the rights and obligations of both you and Aetna.  IT IS THEREFORE
IMPORTANT THAT YOU READ THIS CONTRACT CAREFULLY.
                           TABLE OF CONTENTS
                        GENERAL DEFINITIONS                 Page
1.  Participant .........................................    4
2.  Annuitant ...........................................    4
3.  Annuity  ............................................    4
4.  Fixed Annuity .......................................    4
5.  Variable Annuity ....................................    4
6.  General Account .....................................    4
7.  Separate Accounts ...................................    4
8.  Fund(s) .............................................    4
9.  Valuation Period ....................................    4
                          GENERAL PROVISIONS
1.  Contract ............................................    5
2.  Incontestability ....................................    5
3.  Control of Contract and Individual Accounts .........    5
4.  Change of Contract by Aetna .........................    5
5.  Individual Certificates .............................    5
6.  Designation of Beneficiary ..........................    5
7.  Misstatements and Adjustments .......................    6
8.  State Laws ..........................................    6
9.  Non-participating Contract ..........................    6
              DEPOSIT, RESERVE, AND SURRENDER PROVISIONS
1.  Net Deposit .........................................    6
2.  Individual Accounts .................................    6
3.  Guaranteed Interest Rate -- General Account .........    6
4.  Record Units -- Separate Account ....................    7
5.  Investment Increment Factors -- Separate Account ....    7
6.  Record Unit Value -- Separate Account ...............    7
7.  Individual Account Reserve ..........................    7
8.  Active Life Fund ....................................    8
9.  Experience Credits ..................................    8
10.  Transfer of Individual Account Reserves ............    8
11.  Notice to the Owner ................................    8
12.  Sum Payable at Death (Before Annuity Payments Start).   8
13.  Surrender Value .....................................   9
                          ANNUITY PROVISIONS
1.  Choices to be Made ...................................  10
2.  Fund(s) Annuity Units -- Separate Account ............  10
3.  Fund(s) Annuity Unit Value -- Separate Account .......  10
4.  Annuity Options ......................................  11
5.  Other Terms of Annuity Options .......................  19
6.  Death of Annuitant/Beneficiary .......................  19

GLID-CDA-HO                            3


<PAGE>

                          GENERAL DEFINITIONS

1. PARTICIPANT --  A  person who participates in the Plan and for whom
   benefits are being accrued under this Contract.

2. ANNUITANT --  A Participant or beneficiary on whose life an Annuity
   has been effected under this Contract.

3. ANNUITY -- Payment of an income:

   (a) for the life of one or two people;

   (b) for a stated period;

   (c) for some mix of (a) and (b); or

   (d) until there are no funds left.

4. FIXED ANNUITY -- An Annuity of a fixed dollar amount paid from the
   General Account.

5. VARIABLE ANNUITY -- An Annuity of a varying dollar amount paid from
   the Separate Account.

6. GENERAL ACCOUNT -- The Account which holds the assets of Aetna,
   other than those assets of Aetna in the Separate Accounts.
   Reserves for a Fixed Annuity are held in the General Account.

7. SEPARATE ACCOUNTS -- Accounts set up by Aetna under the Connecticut
   Insurance Laws. Assets for this class of variable contracts are
   set apart from other assets of Aetna. Reserves for a Variable
   Annuity are held in a Separate Account and invested in shares of
   Fund(s).

8. FUND(S) --  The open-end management investment companies (mutual
   funds) registered under the Investment Company Act of 1940. They
   are:

   (a) Aetna Variable Fund, Inc. (Variable Fund);

   (b) Aetna Variable Encore Fund, Inc. (Encore Fund);

   (c) Aetna Income Shares, Inc. (Income Fund); and

   (d) Other funds (if any) which Aetna may allow.

9. VALUATION PERIOD -- The period of time from the end of one business
   day to the end of the next business day.



GLID-CDA-HO                           4


<PAGE>


                          GENERAL PROVISIONS

1. Contract

   This Contract may be changed only by an officer of Aetna. Any
   change must be made in writing. Any choices under this Contract
   by the Owner, Annuitant or beneficiary must be in writing. Until
   receipt of such choices in the Home Office of Aetna, Aetna may
   rely on any previous choices made.

   Aetna will make Annuity payments as and when due. Any other
   payments will be made by Aetna within 7 days of receipt of the
   written claim for payment, except as otherwise provided in the
   Surrender Value provision.

2. Incontestability

   Aetna cannot cancel this Contract because of any error of fact on
   the application.

3. Control of Contract and Individual Accounts

   All of the benefits and rights granted by this Contract, or
   allowed by Aetna, belong to the Owner.

4. Change of Contract by Aetna

   Aetna may change any of the terms of this Contract. Aetna will
   notify the Owner in writing 30 days before the effective date of
   any such change. Any such change will not affect the amount or
   terms of any Annuity which began prior to such change. Changes
   that affect the following provisions of this Contract: (a)
   Annuity Options; (b) Net Deposit; (c) Guaranteed Interest Rate;
   (d) Individual Account Reserve; and (e) Surrender Value; will only
   apply to deposits made on behalf of Participants who become
   covered under this Contract on or after the effective date of such
   change. If the Owner fails to agree to any such change, no new
   Participants may be covered under this Contract. Aetna will
   continue to accept contributions for the Participants covered
   under this Contract prior to the change. This Contract is subject
   to change as required by federal or state law.

5. Individual Certificates

   Aetna shall issue certificates for each Participant as required by
   the state in which this Contract is delivered. The certificate
   will contain a summary of the benefits provided by this Contract.
   Certificates are not a part of this Contract.

6. Designation of Beneficiary

   The beneficiary for each Participant shall be as named, or later
   changed, by the Owner. If no beneficiary is living at the death
   of the Participant, payment of any amount due will be made to the
   Owner.



GLID-CDA-HO                           5



<PAGE>

7.  Misstatements and Adjustments

    If the age or sex of any payee is found to be  misstated, the
    correct facts will be used to adjust payments.

8.  State Laws

    This Contract follows the laws of the state in which it is
    delivered. Any cash, death or Annuity payments are equal to or
    greater than the minimum required by such laws.

9.  Grace Period

    This Contract will remain in effect even if deposits are not continued.

10. Non-Participating Contract

    The Owner will have no right to share in the earnings of Aetna.


              DEPOSIT, RESERVE, AND SURRENDER PROVISIONS


1.  Net Deposit

    The Net Deposit is the actual deposit minus a charge to pay
    premium taxes, if any. As a rule, Aetna will take this charge out
    of an Individual Account Reserve (see below) when annuity payments
    are to start. But, if Aetna determines that it must pay any
    imposed  premium tax at any other time, it may take out the charge
    at any time.

2.  Individual Accounts

    Aetna will maintain Individual Accounts for each Participant. On
    the basis of information supplied by the Owner, Aetna will credit
    the Net Deposit(s) to such Accounts in either:

    (a) the General Account;

    (b) the Separate Account where they are invested in Fund(s)
        as directed by the Owner; or

    (c) a mix of (a) and (b).

3.  Guaranteed Interest Rate -- General Account

    On the Net Deposit(s) made to the General Account, Aetna will add
    interest daily at an annual rate no less than:

    (a) 4% except under the Annuity Provisions; and

    (b) 3.5% under the Annuity Provisions.

    Aetna may add interest daily at any higher rate.



GLID-CDA-HO                           6


<PAGE>

4.  Record Units -- Separate Account

    The portion of the Net Deposit applied to the Separate Account
    Fund(s) will determine the number of Record Units. This number is
    equal to the Net Deposit(s) divided by the Record Unit Value (see
    below) for the Valuation Period when the Net Deposit is received.

5.  Investment Increment Factors -- Separate Account

    Investment Increment Factors are those items used to determine a
    Fund's net return factor for each Valuation Period. The net
    return factor(s) are then used to compute all Separate Account
    values and payments.

    The gross return is equal to:

    (a) investment income; PLUS

    (b) realized and unrealized capital gains; MINUS

    (c) realized and unrealized capital losses; MINUS

    (d) certain investment expenses; and MINUS

    (e) a daily charge at an annual rate of .25% for investment
        management expense and profit.

    The gross return is divided by the net assets of the Fund at the
    start of the Valuation Period to compute the gross return rate. A
    gross return rate may be more or less than 0.  The net return  rate
    is equal to:

    (a) the gross return rate; PLUS or MINUS

    (b) taxes (or charges to a tax reserve) on the Separate  Account;
        and MINUS

    (c) a daily charge at an annual rate of 1.25% for annuity mortality
        and expense risks and profit.

    A net return rate may be more or less than 0.

    The  net  return  factor for each Fund is equal to the  net  return
    rate plus 1.000000.

6.  Record Unit Value -- Separate Account

    The  Record  Unit Value for each Separate Account Fund is  computed
    by  multiplying  the  net return factor for the  current  Valuation
    Period  by  the  Record  Unit Value for the previous  Period.   The
    dollar  value  of  Record  Units, Separate  Account  Reserves,  and
    Variable Annuity payments may go up or down due to investment  gain
    or loss.

7.  Individual Account Reserve

    The Individual Account Reserve for each Participant is equal to:

    (a) Net Deposit(s) credited to the General Account (if any); PLUS

    (b) General Account interest added by Aetna; PLUS


GLID-CDA-HO                           7


<PAGE>

    (c) the value of Separate Account Record Units (if any); PLUS

    (d) any amount due to Experience Credits (see below); MINUS

    (e) a  charge  of  $15  on each anniversary  of  each  Individual
        Account effective date; and MINUS

    (f) any amounts previously surrendered.

8.  Active Life Fund

    The  Active  Life  Fund is equal to the combined  Reserves  of  all
    Individual  Accounts, except those Accounts applied to the  payment
    of Annuities.

9.  Experience Credits

    Aetna  may apply Experience Credits to Individual Accounts  in  the
    Active  Life  Fund under this Contract.  Any such  credit  will  be
    computed as decided by Aetna.

10. Transfer of Individual Account Reserves

    The  Owner  may  transfer  any portion of  the  Individual  Account
    Reserves  from  any  Fund  to any other  Fund  or  to  the  General
    Account.    Reserves  cannot  be  transferred  from   the   General
    Account  to  any  of the Funds.  A transfer of Reserves  cannot  be
    made within 90 days of a previous transfer.

11. Notice to the Owner

    Aetna will notify the Owner each year of:

    (a) the investments held in the Fund(s) for the Separate Account;
        and

    (b) the number of record units; or

    (c) the number of annuity units; and

    (d) the value of a unit.

    Such  number or values will be as of a date no more than  60
    days before the date of the notice.

12. Sum Payable at Death (Before Annuity Payments Start)

    Aetna will pay to the beneficiary the Individual Account Reserve
    if:

    (a) the participant dies before Annuity payments start; and

    (b) the notice of death is received by Aetna.

    The sum paid will be the Reserve on the date when the notice is
    received.  The  beneficiary may choose to apply any sum under
    Annuity Options (see Annuity Provisions).

GLID-CDA-HO                           8


<PAGE>

13. Surrender Value

    The amount paid by Aetna upon the surrender of all or any  portion
    of the Active Life Fund or Individual Account(s) shall be reduced
    by a surrender fee.  The surrender fee will be a percentage of the
    amount surrendered and will vary according to the number of
    Deposit Cycles completed for the Individual Account(s) being
    surrendered.  The number of deposits to be  made in a year  is
    chosen by the  Owner.  A Deposit Cycle is completed  when  this
    number of deposits has been made.  For each surrender from an
    Individual Account, the Fee will be as follows:

      NUMBER OF DEPOSIT CYCLES COMPLETED    FEE
      Less than 5                           5%
      5 or more but less than 7             4%
      7 or more but less than 9             3%
      9 or more but less than 19            2%
      19 or more                            0%

    In  no  event,  however, will the Fee on a total  surrender  of  an
    Individual  Account exceed 9% of the actual deposits made  to  that
    Account.

    If  the  Active  Life Fund invested in the General Account  exceeds
    $500,000,  Aetna  reserves the right to pay out  any  surrender  in
    equal installments over a period not to exceed 60 months.

    Under  certain emergency conditions, Aetna has the right  to  defer
    payment  of  any  surrender value as provided by federal  or  state
    law.


                          ANNUITY PROVISIONS

1.  Choices to be Made

    The  Owner  may  tell Aetna to pay the Individual  Account  Reserve
    (minus  any charges for premium taxes) as a premium for an  Annuity
    under  Options  2,  3,  4, and 5 (see below).   The  first  Annuity
    payment must generally be made no later than the first day  of  the
    month following the Annuitant's 75th birthday.  The Owner may  tell
    Aetna  to  make the first Annuity payment on the first day  of  any
    prior month.

    When  any  option is chosen, the Owner or beneficiary choosing  the
    option  must  tell  Aetna if payments are to  be  made  other  than
    monthly.  They must also tell Aetna to pay:

    (a)  a Fixed Annuity;

    (b)  a Variable Annuity using Variable Fund;

    (c)  a Variable Annuity using Income Fund; or

    (d)  any mix of these.

    When choosing a Variable Annuity, an assumed net return rate of  5%
    per  year may be chosen.  If not chosen, Aetna will use an  assumed
    net return rate of 3.5% per year.


GLID-CDA-HO                           9

<PAGE>


2.  Fund(s) Annuity Units -- Separate Account

    The amount of the first Variable Annuity payment will be equal to:

    (a) the  portion  of  the  Individual  Account  Reserve  (minus  any
        charges  for premium taxes) to be used to pay a Variable Annuity
        using the Fund(s); TIMES

    (b) the rate for each $1,000 for the Option chosen.

    Such  amount,  or  portion, of the payment using  a  Fund  will  be
    divided  by the Fund(s) Annuity Unit Value (see below) on  the  due
    date  of  the first payment to determine the number of the  Fund(s)
    Annuity Units.

    Such  number  of Fund(s) Annuity Units remain fixed.   Each  future
    payment  is  equal  to such number times the Fund(s)  Annuity  Unit
    Value on the due date of each payment.

3.  Fund(s) Annuity Unit Value -- Separate Account

    For  any  Valuation Period the Fund(s) Annuity Unit Value is  equal
    to:

    (a) the Value for the next previous Period; TIMES

    (b) the  net  return  factor(s) (see Investment Increment -- Factors
        Separate  Account  provisions) for the  tenth  previous  Period;
        TIMES

    (c) a factor to reflect the assumed net return rate.

    The  factor  for 3.5% per year is .9999058; for 5% per year  it  is
    .9998663.

    The dollar amount of Annuity Units, values, and payments may go  up
    or down due to investment gain or loss.

    Payments shall not be changed due to mortality or expense results.

4.  Annuity Options

    Option  1 -- Payment of Interest on Sum Left With Aetna  This  option
    may  be  used  only  by  the beneficiary  when  the  death  of  the
    Participant  is  before Aetna has started  paying  an  Annuity.   A
    portion  or  all of the sum due may be held in the General  Account
    of  Aetna  at  interest  (see  Guaranteed  Interest Rate -- General
    Account provision).  The beneficiary may later tell Aetna to:

    (a) pay a portion, or all, of the sum held by Aetna; or

    (b) apply  a portion, or all, of the sum held by Aetna under any  of
        the Annuity Options below.

    Option  2 -- Payments of a Stated Dollar Amount --  An Annuity of a
    chosen  amount  will be paid until there are no  funds  left.   The
    payments  to  be made in a year must be no less than $60  for  each
    $1,000  applied to this Option, but cannot exceed an  amount  which
    would deplete the funds in less than 3 years.


GLID-CDA-HO                           10


<PAGE>

    Where  there  is  a  right under Federal Securities  Law  to  forgo
    future payments and receive the present value of the Annuity  under
    this  Option in a lump sum, the exercise of that right within  a  3
    year  period  after the start of payments shall  be  treated  as  a
    surrender   (see  Surrender  Value  under  Deposit,   Reserve   and
    Surrender Provisions).

    Option 3 -- Payments for a State Period of Time -- An Annuity will
    be paid for the number of years chosen.  The number of years must
    be no less than 3 and no more than 30.

    Where there is a right under Federal Securities Law to forgo
    future payments and receive the present value of the Annuity under
    this Option in a lump sum, the exercise of that right within a 3
    year period after the start of payments shall be treated as a
    surrender (see Surrender Value under Deposit, Reserve and
    Surrender Provisions).




GLID-CDA-HO                           11



<PAGE>

            AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
            AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

 Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.5%; and
   Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%

                     PAYMENTS FOR A STATED PERIOD

  YEARS                 YEARS                 YEARS
 OF PAY-   AMOUNT OF   OF PAY-   AMOUNT OF   OF PAY-   AMOUNT OF
  MENTS    PAYMENTS     MENTS    PAYMENTS     MENTS     PAYMENTS
 -------   ---------   -------   ---------   -------   ----------
    3        $29.19       13       $7.94        22       $5.39
    4         22.27       14        7.49        23        5.24
    5         18.12       15        7.10        24        5.09
    6         15.35       16        6.76        25        4.96
    7         13.38       17        6.47        26        4.84
    8         11.90       18        6.20        27        4.73
    9         10.75       19        5.97        28        4.63
   10          9.83       20        5.75        29        4.53
   11          9.09       21        5.56        30        4.45
   12          8.46


    Rates for a Variable Annuity with Assumed Net Return Rate of 5%

                     PAYMENTS FOR A STATED PERIOD

  YEARS                 YEARS                 YEARS
 OF PAY-   AMOUNT OF   OF PAY-   AMOUNT OF   OF PAY-   AMOUNT OF
  MENTS    PAYMENTS     MENTS    PAYMENTS     MENTS     PAYMENTS
 -------  ----------   -------   ---------   -------   ----------
    3       $29.80        13       $8.64        22       $6.17
    4        22.89        14        8.20        23        6.02
    5        18.74        15        7.82        24        5.88
    6        15.99        16        7.49        25        5.76
    7        14.02        17        7.20        26        5.65
    8        12.56        18        6.94        27        5.54
    9        11.42        19        6.71        28        5.45
   10        10.51        20        6.51        29        5.36
   11         9.77        21        6.33        30        5.28
   12         9.16


GLID-CDA-HO                           12


<PAGE>


  Option 4 -- Life Income -- An Annuity will be paid for life.  Payments
  may be made for a minimum stated period, if chosen, of 60, 120,
  180 or 240 months.  If the Annuitant dies before the end of such
  stated period, payments will be made to the beneficiary for the
  rest of the stated period.

            AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
            AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

 Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.5%; and
   Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%

    AGE OF                 LIFE INCOME WITH
   ANNUITANT                PAYMENTS GUARANTEED FOR A STATED PERIOD OF MONTHS
  MALE   FEMALE    NONE        60         120        180        240
 -----   ------    -----       --         ---        ---        ----
   50      55      $4.98      $4.96      $4.89      $4.77      $4.62
   51      56       5.08       5.05       4.98       4.85       4.68
   52      57       5.18       5.16       5.07       4.93       4.74
   53      58       5.30       5.26       5.17       5.01       4.80
   54      59       5.41       5.38       5.27       5.09       4.86

   55      60       5.54       5.49       5.37       5.17       4.92
   56      61       5.67       5.62       5.48       5.26       4.98
   57      62       5.80       5.75       5.59       5.35       5.04
   58      63       5.95       5.89       5.71       5.44       5.10
   59      64       6.10       6.03       5.83       5.53       5.16

   60      65       6.27       6.19       5.96       5.62       5.22
   61      66       6.44       6.35       6.09       5.72       5.27
   62      67       6.63       6.52       6.23       5.81       5.33
   63      68       6.82       6.71       6.38       5.91       5.38
   64      69       7.04       6.90       6.53       6.00       5.43

   65      70       7.26       7.11       6.68       6.10       5.47
   66      71       7.50       7.33       6.84       6.19       5.52
   67      72       7.76       7.56       7.01       6.28       5.55
   68      73       8.04       7.80       7.18       6.37       5.59
   69      74       8.34       8.07       7.35       6.46       5.62

   70      75       8.67       8.34       7.52       6.54       5.65
   71               9.01       8.63       7.70       6.62       5.67
   72               9.39       8.94       7.88       6.69       5.69
   73               9.79       9.26       8.05       6.76       5.71
   74              10.22       9.61       8.22       6.81       5.72
   75              10.69       9.96       8.39       6.87       5.73

   Rates for ages not shown will be provided on request and will be computed
   on a basis consistent with the rates in the above tables.



GLID-CDA-HO                           13


<PAGE>


            AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
            AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

    Rates for a Variable Annuity with Assumed Net Return Rate of 5%

    AGE OF                 LIFE INCOME WITH
   ANNUITANT                PAYMENTS GUARANTEED FOR A STATED PERIOD OF MONTHS
  MALE   FEMALE    NONE        60         120        180        240
 -----   ------    -----       --         ---        ---        ----
   50      55      $5.89      $5.86      $5.78      $5.65      $5.48
   51      56       5.99       5.96       5.86       5.71       5.53
   52      57       6.09       6.06       5.95       5.79       5.59
   53      58       6.20       6.16       6.04       5.86       5.64
   54      59       6.32       6.27       6.14       5.94       5.70

   55      60       6.44       6.39       6.24       6.02       5.75
   56      61       6.57       6.51       6.34       6.10       5.80
   57      62       6.71       6.64       6.45       6.18       5.86
   58      63       6.85       6.77       6.56       6.26       5.91
   59      64       7.00       6.92       6.68       6.35       5.97

   60      65       7.16       7.07       6.80       6.43       6.02
   61      66       7.34       7.23       6.93       6.52       6.07
   62      67       7.52       7.40       7.06       6.61       6.12
   63      68       7.72       7.58       7.20       6.70       6.17
   64      69       7.93       7.77       7.35       6.79       6.21

   65      70       8.16       7.97       7.50       6.88       6.25
   66      71       8.40       8.19       7.65       6.97       6.29
   67      72       8.66       8.42       7.81       7.05       6.33
   68      73       8.94       8.66       7.97       7.14       6.36
   69      74       9.24       8.92       8.13       7.22       6.39

   70      75       9.56       9.19       8.30       7.29       6.41
   71               9.91       9.48       8.47       7.36       6.43
   72              10.29       9.78       8.64       7.43       6.45
   73              10.69      10.10       8.80       7.49       6.47
   74              11.13      10.43       8.97       7.55       6.48
   75              11.60      10.79       9.13       7.60       6.49

   Rates for ages not shown will be provided on request and will be computed
   on a basis consistent with the rates in the above tables.

   Option 5 -- Life Income for Two Payees -- An Annuity will be paid
   during the lives of the Annuitant and a second annuitant.  At the
   death of either, payments will continue to the survivor.  When
   this option is chosen, a choice must be made of:

        (a)  100% of the payment to continue to the survivor;
        (b)  66 2/3% of the payment to continue to the survivor;
        (c)  50% of the payment to continue to the survivor; or
        (d) payments for a minimum of 120 months, with 100% of the payment
            to continue to the survivor.


GLID-CDA-HO                           14


<PAGE>

            AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
            AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

 Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.5%; and
   Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%

                    JOINT AND LAST SURVIVOR ANNUITY
                         100% TO THE SURVIVOR
                           NO MINIMUM PERIOD

<TABLE>
<CAPTION>

   AGE OF                        AGE OF ANNUITANT
   SECOND
  ANNUITANT     MALE 45   MALE 50   MALE 55   MALE 60   MALE 65   MALE 70
 MALE  FEMALE  FEMALE 50 FEMALE 55 FEMALE 60 FEMALE 65 FEMALE 70 FEMALE 75  MALE 75
 ----  ------  --------  --------- --------- ---------  -------- ---------  -------
<S>    <C>     <C>       <C>       <C>       <C>        <C>      <C>        <C>
  50     55      $4.10     $4.27     $4.43     $4.57     $4.69     $4.79     $4.86
  55     60       4.21      4.43      4.65      4.86      5.04      5.20      5.32
  60     65       4.30      4.57      4.86      5.15      5.43      5.68      5.88
  65     70       4.38      4.69      5.04      5.43      5.83      6.21      6.56
  70     75       4.44      4.79      5.20      5.68      6.21      6.78      7.33
  75     80       4.48      4.86      5.32      5.88      6.56      7.33      8.16
  80     85        --       4.91      5.41      6.03      6.82      7.80      8.95
</TABLE>
    Rates for a Variable Annuity with Assumed Net Return Rate of 5%

                    JOINT AND LAST SURVIVOR ANNUITY
                         100% TO THE SURVIVOR
                           NO MINIMUM PERIOD


<TABLE>
<CAPTION>

   AGE OF                        AGE OF ANNUITANT
   SECOND
  ANNUITANT     MALE 45   MALE 50   MALE 55   MALE 60   MALE 65   MALE 70
 MALE  FEMALE  FEMALE 50 FEMALE 55 FEMALE 60 FEMALE 65 FEMALE 70 FEMALE 75  MALE 75
 ----  ------  --------  --------- --------- ---------  -------- ---------  -------
<S>    <C>     <C>       <C>       <C>       <C>        <C>      <C>        <C>
  50     55     $5.00      $5.16     $5.31     $5.44     $5.57     $5.67     $5.75
  55     60      5.11       5.31      5.51      5.71      5.90      6.06      6.19
  60     65      5.20       5.44      5.71      5.99      6.26      6.52      6.73
  65     70      5.28       5.57      5.90      6.26      6.65      7.04      7.38
  70     75      5.34       5.67      6.06      6.52      7.04      7.59      8.14
  75     80      5.38       5.75      6.19      6.73      7.38      8.14      8.96
  80     85       --        5.81      6.29      6.90      7.66      8.62      9.76
</TABLE>

  Rates for ages not shown will be provided on request and will be computed
  on a basis consistent with the rates in the above tables.



GLID-CDA-HO                           15

<PAGE>

            AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
            AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

 Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.5%; and
 Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%

                    JOINT AND LAST SURVIVOR ANNUITY
                        66 2/3% TO THE SURVIVOR
                           NO MINIMUM PERIOD

<TABLE>
<CAPTION>

   AGE OF                        AGE OF ANNUITANT
   SECOND
  ANNUITANT     MALE 45   MALE 50   MALE 55   MALE 60   MALE 65   MALE 70
 MALE  FEMALE  FEMALE 50 FEMALE 55 FEMALE 60 FEMALE 65 FEMALE 70 FEMALE 75  MALE 75
 ----  ------  --------  --------- --------- ---------  -------- ---------  -------
<S>    <C>     <C>       <C>       <C>       <C>        <C>      <C>        <C>
  50     55      $4.51     $4.72     $4.94     $5.18     $5.44     $5.71     $6.00
  55     60       4.70      4.94      5.20      5.49      5.81      6.14      6.49
  60     65       4.90      5.18      5.49      5.84      6.23      6.65      7.09
  65     70       5.11      5.44      5.81      6.23      6.71      7.25      7.82
  70     75       5.34      5.71      6.14      6.65      7.25      7.93      8.69
  75     80       5.58      6.00      6.49      7.09      7.82      8.69      9.69
  80     85        --       6.28      6.84      7.53      8.39      9.47     10.77
 </TABLE>

    Rates for a Variable Annuity with Assumed Net Return Rate of 5%

                    JOINT AND LAST SURVIVOR ANNUITY
                        66 2/3% TO THE SURVIVOR
                           NO MINIMUM PERIOD


<TABLE>
<CAPTION>

   AGE OF                        AGE OF ANNUITANT
   SECOND
  ANNUITANT     MALE 45   MALE 50   MALE 55   MALE 60   MALE 65   MALE 70
 MALE  FEMALE  FEMALE 50 FEMALE 55 FEMALE 60 FEMALE 65 FEMALE 70 FEMALE 75  MALE 75
 ----  ------  --------  --------- --------- ---------  -------- ---------  -------
<S>    <C>     <C>       <C>       <C>       <C>        <C>      <C>        <C>
  50     55      $5.43     $5.62     $5.84     $6.08     $6.36     $6.65     $6.98
  55     60       5.62      5.84      6.10      6.38      6.70      7.06      7.44
  60     65       5.82      6.08      6.38      6.72      7.11      7.54      8.01
  65     70       6.06      6.36      6.70      7.11      7.58      8.12      8.71
  70     75       6.31      6.65      7.06      7.54      8.12      8.80      9.56
  75     80       6.59      6.98      7.44      8.01      8.71      9.56     10.56
  80     85        --       7.31      7.84      8.49      9.33     10.38     11.66
</TABLE>

  Rates for ages not shown will be provided on request and will be computed
  on a basis consistent with the rates in the above tables.



GLID-CDA-HO                            16



<PAGE>


            AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
            AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

 Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.5%; and
 Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%

                    JOINT AND LAST SURVIVOR ANNUITY
                          50% TO THE SURVIVOR
                           NO MINIMUM PERIOD

<TABLE>
<CAPTION>

   AGE OF                        AGE OF ANNUITANT
   SECOND
  ANNUITANT     MALE 45   MALE 50   MALE 55   MALE 60   MALE 65   MALE 70
 MALE  FEMALE  FEMALE 50 FEMALE 55 FEMALE 60 FEMALE 65 FEMALE 70 FEMALE 75  MALE 75
 ----  ------  --------  --------- --------- ---------  -------- ---------  -------
<S>    <C>     <C>       <C>       <C>       <C>        <C>      <C>        <C>
  50     55      $4.75     $4.98     $5.24     $5.55     $5.91     $6.32     $6.79
  55     60       4.99      5.24      5.54      5.88      6.28      6.76      7.30
  60     65       5.26      5.55      5.88      6.27      6.73      7.27      7.90
  65     70       5.59      5.91      6.28      6.73      7.26      7.90      8.65
  70     75       5.96      6.32      6.76      7.27      7.90      8.67      9.57
  75     80       6.37      6.79      7.30      7.90      8.65      9.57     10.69
  80     85        --       7.30      7.88      8.59      9.49     10.61     12.00
</TABLE>

    Rates for a Variable Annuity with Assumed Net Return Rate of 5%

                    JOINT AND LAST SURVIVOR ANNUITY
                          50% TO THE SURVIVOR
                           NO MINIMUM PERIOD


<TABLE>
<CAPTION>

   AGE OF                        AGE OF ANNUITANT
   SECOND
  ANNUITANT     MALE 45   MALE 50   MALE 55   MALE 60   MALE 65   MALE 70
 MALE  FEMALE  FEMALE 50 FEMALE 55 FEMALE 60 FEMALE 65 FEMALE 70 FEMALE 75  MALE 75
 ----  ------  --------  --------- --------- ---------  -------- ---------  -------
<S>    <C>     <C>       <C>       <C>       <C>        <C>      <C>        <C>
  50     55     $5.67      $5.89     $6.15     $6.47     $6.84     $7.29     $7.81
  55     60      5.91       6.15      6.44      6.78      7.20      7.70      8.28
  60     65      6.20       6.47      6.78      7.16      7.63      8.19      8.86
  65     70      6.54       6.84      7.20      7.63      8.16      8.80      9.58
  70     75      6.95       7.29      7.70      8.19      8.80      9.56     10.48
  75     80      7.42       7.81      8.28      8.86      9.58     10.48     11.60
  80     85       --        8.39      8.94      9.61     10.46     11.56     12.92
</TABLE>

  Rates for ages not shown will be provided on request and will be computed
  on a basis consistent with the rates in the above tables.


GLID-CDA-HO                            17


<PAGE>


            AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
            AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

 Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.5%; and
 Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%

                    JOINT AND LAST SURVIVOR ANNUITY
                         100% TO THE SURVIVOR
                       120 MONTHS MINIMUM PERIOD


<TABLE>
<CAPTION>

   AGE OF                        AGE OF ANNUITANT
   SECOND
  ANNUITANT     MALE 45   MALE 50   MALE 55   MALE 60   MALE 65   MALE 70
 MALE  FEMALE  FEMALE 50 FEMALE 55 FEMALE 60 FEMALE 65 FEMALE 70 FEMALE 75  MALE 75
 ----  ------  --------  --------- --------- ---------  -------- ---------  -------
<S>    <C>     <C>       <C>       <C>       <C>        <C>      <C>        <C>
  50     55     $4.10      $4.27     $4.42     $4.56     $4.68     $4.77     $4.83
  55     60      4.21       4.42      4.64      4.84      5.02      5.16      5.26
  60     65      4.30       4.56      4.84      5.12      5.38      5.61      5.78
  65     70      4.37       4.68      5.02      5.38      5.76      6.10      6.37
  70     75      4.42       4.77      5.16      5.61      6.10      6.58      7.00
  75     80      4.46       4.83      5.26      5.78      6.37      7.00      7.58
  80     85       --        4.86      5.33      5.88      6.55      7.29      8.02
</TABLE>

      Rates for a Variable Annuity with Assumed Net Return Rate of 5%

                    JOINT AND LAST SURVIVOR ANNUITY
                         100% TO THE SURVIVOR
                       120 MONTHS MINIMUM PERIOD


<TABLE>
<CAPTION>

   AGE OF                        AGE OF ANNUITANT
   SECOND
  ANNUITANT     MALE 45   MALE 50   MALE 55   MALE 60   MALE 65   MALE 70
 MALE  FEMALE  FEMALE 50 FEMALE 55 FEMALE 60 FEMALE 65 FEMALE 70 FEMALE 75  MALE 75
 ----  ------  --------  --------- --------- ---------  -------- ---------  -------
<S>    <C>     <C>       <C>       <C>       <C>        <C>      <C>        <C>
  50     55      $5.00     $5.15     $5.30     $5.43     $5.55     $5.64     $5.71
  55     60       5.10      5.30      5.50      5.69      5.87      6.01      6.12
  60     65       5.19      5.43      5.69      5.96      6.21      6.44      6.61
  65     70       5.27      5.55      5.87      6.21      6.57      6.90      7.17
  70     75       5.32      5.64      6.01      6.44      6.90      7.37      7.78
  75     80       5.36      5.71      6.12      6.61      7.17      7.78      8.34
  80     85        --       5.75      6.19      6.72      7.35      8.06      8.76
</TABLE>
  Rates for ages not shown will be provided on request and will be computed
  on a basis consistent with the rates in the above tables.


GLID-CDA-HO                            18


<PAGE>

5. Other Terms of Annuity Options

   No choice of any Annuity Option may be made if the first payment
   would be less than $20 or if the total payments in a year would be
   less than $100.

   Age, where used in the above tables, means age nearest birthday on
   the date of the first payment.  The tables for Options 4 and 5 use
   the Annuity table for 1949 with:

   (a)  a 1 year age reduction for males; and

   (b)  a 6 year age reduction for females.

   If Fixed Annuity Options 3, 4, or 5 are chosen and Aetna's current
   applicable rates at that time are larger than the rates above, the
   larger payment will be made.

6. Death of Annuitant/Beneficiary

   When an Annuitant dies while payments are being made under an
   Annuity Option, payments will be continued to the beneficiary as
   provided by the option.  If no beneficiary is living, the present
   value of any remaining payments will be paid in one sum to the
   Owner.  The present value will assume the same interest rate that
   was used when the first payment was made.

   When a beneficiary dies while a sum is held at interest, the
   amount held will be paid in one sum to the estate of the
   beneficiary.  When a beneficiary dies while payments are being
   made under an Annuity Option, the present value of any remaining
   payments will be paid in one sum to the estate of the beneficiary.
   The present value will assume the same interest rate that was used
   when the first payment was made.








GLID-CDA-HO                            19




<PAGE>







[LOGO]              AETNA LIFE INSURANCE AND ANNUITY COMPANY
                       HOME OFFICE: 151 FARMINGTON AVE.
                         HARTFORD, CONNECTICUT 06156
                             1-800-525-4225




         GROUP VARIABLE OR FIXED ANNUITY OR COMBINATION CONTRACT
                            NON-PARTICIPATING
            ALL PAYMENTS AND VALUES PROVIDED BY THIS CONTRACT,
        WHEN BASED ON INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT,
      ARE VARIABLE AND ARE NOT GUARANTEED AS TO FIXED DOLLAR AMOUNT

                                                               (39169)
                                                               CAT. 2000599000
GLID-CDA-HO                                                    PRINTED IN U.S.A.

<PAGE>

                   AETNA LIFE INSURANCE AND ANNUITY COMPANY

                                    ENDORSEMENT

The Contract is hereby endorsed as follows:

   Delete the paragraph entitled DEDUCTIONS FROM THE SEPARATE ACCOUNT AND
THE FUNDS on the SPECIFICATIONS page and replace it with the following:

     Deductions From The Separate Account and The Funds - Total deductions
     equal 1% on an annual basis. Once Annuity payments begin, Aetna must
     earn a gross return on the assets of the Separate Account of: (a) 4.5%
     on an annual basis if an assumed net return rate of 3.5% is chosen; or
     (b) 6% on an annual basis if an assumed net return rate of 5% is chosen;
     in order that the dollar amount of the Variable Annuity payments will not
     decrease.

   Delete the following paragraph from the section entitled INVESTMENT
   INCREMENT FACTORS - SEPARATE ACCOUNT:

     (c)  a daily charge at an annual rate of 1.25% for annuity mortality
          and expense risks and profit.

   and replace it with the folowing:

     (c)  a daily charge at an annual rate of .75% for annuity and expense
          risks and profit.

   Delete paragraphs (e) and (f) in the section entitled INDIVIDUAL ACCOUNT
   RESERVE under DEPOSIT, RESERVE, AND SURRENDER PROVISIONS and replace with
   the following:

     (e)  a charge of $0 on each anniversary of each Individual Account
          effective date; and MINUS

     (f)  any amounts previously surrendered.

   Add the following to the end of the section entitled SURRENDER VALUE under
   DEPOSIT, RESERVE, AND SURRENDER PROVISIONS:

     The amount paid by Aetna upon the surrender of all or any portion of the
     Active Life Fund or Individual Account(s) shall not be reduced by a
     surrender fee when the surrender is due to separation from service.

   Endorsed and made a part of the Contract on the effective date of the
Contract.


                                    /s/  Dan Kearny

                                    PRESIDENT
                                    AETNA LIFE INSURANCE AND ANNUITY COMPANY


E2ACB95

<PAGE>

                    151 Farmington Avenue        SUSAN E. BRYANT
                    Hartford, CT  06156          Counsel
                                                 Law & Regulatory Affairs, RE4C
                                                 (203)273-7834
                                                 Fax: (203) 273-8340


November 30, 1995


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Attention:  Filing Desk

Re:  Variable Annuity Account B of Aetna Life Insurance
      and Annuity Company
     Pre-Effective Amendment No. 1 on Form N-4
     File Nos. 33-88722 and 811-2512


Gentlemen:


The undersigned has acted as counsel to Aetna Life Insurance and Annuity
Company, a Connecticut life insurance company (the "Company") in connection
with the registration on Form N-4 (File No. 33-88722) of interests in
Variable Annuity Account B of the Company.  It is my understanding that the
Company, as depositor, has registered an indefinite number of shares of
beneficial interest under the Securities Act of 1933, as amended ("Securities
Act") pursuant to Rule 24f-2 under the Investment Company Act of 1940 (the
"Investment Company Act").

In connection with such representation, I have reviewed the Registration
Statement on Form N-4 filed with the Securities and Exchange Commission on
January 20, 1995 and this Pre-Effective Amendment No. 1 filed on November 30,
1995 (the "Registration Statement").  I have also examined originals or
copies, certified or otherwise identified to my satisfaction, of such
documents, trust records and other instruments I have deemed necessary or
appropriate for the purpose of this opinion.  For purposes of such
examination, I have assumed the genuineness of all signatures on original
documents and the conformity to the original of all copies.

I am admitted to practice law in Connecticut, New York and Oklahoma, and do
not purport to be an expert on the laws of any other state.  My opinion
herein as to any other law is based upon a limited inquiry thereof which I
have deemed appropriate under the circumstances.

Based upon the foregoing, I am of the opinion that the Securities have been
duly and validly authorized and, assuming that the Securities will be issued
and sold in accordance with the provisions of the Registration Statement,
the Securities will be legally issued, fully paid and nonassessable.


<PAGE>


November 30, 1995
Page 2


I consent to the filing of this opinion as an exhibit to the Registration
Statement and to my being named under the caption "Legal Matters" in the
prospectus contained therein.


Very truly yours,

/s/ Susan E. Bryant


Susan E. Bryant
Counsel



<PAGE>

                   CONSENT OF INDEPENDENT AUDITORS


The Board of Directors of Aetna Life Insurance and
Annuity Company and Contract Owners of Aetna Variable
Annuity Account B:

We consent to the use of our reports dated January 31, 1995 and
February 7, 1995 included herein and to the references to our Firm
under captions "CONDENSED FINANCIAL INFORMATION" in the Prospectus
and "INDEPENDENT AUDITORS" in the Statement of Additional Information.

Our report dated February 7, 1995 refers to a change in 1993 in the
Company's methods of accounting for certain investments in debt and equity
securities and reinsurance contracts, and a change in 1992 in the Company's
methods of accounting for income taxes and post retirement benefits other
than pensions.

                                       /s/ KPMG Peat Marwick LLP
                                       --------------------------
                                       KPMG Peat Marwick LLP

Hartford, Connecticut
November 29, 1995



<PAGE>


                          VARIABLE ANNUITY ACCOUNT B
            SCHEDULE FOR COMPUTATION OF TOTAL RETURN CALCULATIONS

TOTAL RETURN CALCULATION (STANDARDIZED)

The standardized rate represents find performance for the most recent 1-year,
5-year and 10-year periods. The "1-year rate" represents fund performance
for the period January 1, 1994 through December 31, 1994; the "5-year rate"
is for the period January 1, 1990 through December 31, 1994; the "10-year
rate" is for the period January 1, 1985 through December 31, 1994.

The formula used in the computation of the total return calculation is as
follows:

T = (ERV/P)(1/n) where:

 T   =  average annual total return
 P   =  a hypothetical intital payment of $1,000
 n   =  1 for the "1-year rate," 5 for the "5-year rate," and 10 for the
        "10-year rate"
ERV  =  ending redeemable value of a hypothetical $1,000 payment made at the
        beginning of each of the periods

The unit values used in the calculation reflect the deduction of all
recurring charges during each period (e.g., mortality and expense risk
charges, administrative charges (if applicable) and deferred sales charges


TOTAL RETURN CALCULATION (NON-STANDARDIZED)

The non-standardized rate represents fund performance for the most recent
1-year, 3-year, 5-year and 10-year periods. The "1-year rate" represents fund
performances for the period January 1, 1994 through December 31, 1994; the
"3-year rate" is for the period January 1, 1992 through December 31, 1994;
the "5-year rate" is for the period January 1, 1990 through December 31,
1994; and the "10-year rate" is for the period January 1, 1985 through
December 31, 1994.

The non-standardized figures will be calculated in a manner similar to the
one discussed above for the standaridzed figures, except that
non-standardized figures will not reflect the deduction of any applicable
deferred sales charge (which would decrease the level of performance shown if
reflected in these calculations).

For an illustration of the Computation of the Total Return Quotations, both
Standardized and Non-Standardized, see attached.



<PAGE>
                                                              11/28/95  14:51:16
Aetna Variable Fund (AHA)                                            aha75.WWO
- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00
                                                        Redeemable Value
                      ----------------------------------------------------------
                                 VARAHA
                           0.00 M.F. ( 0.00)
 # of Years           ---------------------------
Ending 12-94    DSC      Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------
      1        0.0%      982.78   -1.72%   -1.72%
      3        0.0%     1102.67    3.31%    3.31%
      5        0.0%     1417.96    7.23%    7.23%
     10        0.0%     3490.12   13.31%   13.31%

                             Accumulation Unit Values
            ------------------------------------------------------------
                   VARAHA
                  VARAHA.75
12-99-84           3.381845
12-99-89           8.323938
12-99-91          10.704081
12-99-93          12.009850
12-99-94          11.803034

(Day = 99 means end-of-month.)

<PAGE>
                                                              11/28/95  14:51:16
Aetna Income Shares (AHA)                                            aha75.WWO
- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00
                                                        Redeemable Value
                      ----------------------------------------------------------
                                 AISAHA
                           0.00 M.F. ( 0.00)
 # of Years           ---------------------------
Ending 12-94    DSC      Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------
      1        0.0%      954.93   -4.51%   -4.51%
      3        0.0%     1108.71    3.50%    3.50%
      5        0.0%     1423.34    7.32%    7.32%
     10        0.0%     2453.30    9.39%    9.39%

                             Accumulation Unit Values
            ------------------------------------------------------------
                   AISAHA
                  AISAHA.75
12-99-84           4.630995
12-99-89           7.982056
12-99-91          10.247196
12-99-93          11.897463
12-99-94          11.361216

(Day = 99 means end-of-month.)

<PAGE>
                                                              11/28/95  14:51:16
Aetna Encore Fund (AHA)                                              aha75.WWO
- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00
                                                        Redeemable Value
                      ----------------------------------------------------------
                                ENCAHACE
                           0.00 M.F. ( 0.00)
 # of Years           ---------------------------
Ending 12-94    DSC      Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------
      1        0.0%     1033.14    3.31%    3.31%
      3        0.0%     1088.89    2.88%    2.88%
      5        0.0%     1239.17    4.38%    4.38%
     10        0.0%     1742.37    5.71%    5.71%

                             Accumulation Unit Values
            ------------------------------------------------------------
                  ENCAHACE
                  ENCAHA.75
12-99-84           6.643683
12-99-89           9.341571
12-99-91          10.630772
12-99-93          11.204431
12-99-94          11.575775

(Day = 99 means end-of-month.)
<PAGE>
                                                              11/28/95  14:51:16
AIAF (AHA)                                                           aha75.WWO
- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00
                                                        Redeemable Value
                      ----------------------------------------------------------
                                 AIFAHA
                           0.00 M.F. ( 0.00)
 # of Years           ---------------------------
Ending 12-94    DSC      Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------
      1        0.0%      988.89   -1.11%   -1.11%
      3        0.0%     1139.11    4.44%    4.44%
      5        0.0%     1403.87    7.02%    7.02%
From 06-23-89  0.0%     1467.03    7.19%    7.19%

                             Accumulation Unit Values
            ------------------------------------------------------------
                   AIFAHA
                  AIFAHA.75
06-23-89           7.697467 i
12-99-89           8.043785
12-99-91           9.913373
12-99-93          11.419246
12-99-94          11.292416 i

(Unit values marked 'i' are used for from-inception calculations.)
(Day = 99 means end-of-month.)
<PAGE>

                                                              11/28/95  14:51:16
Alger Growth (AHA)                                                   aha75.WWO
- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00
                                                        Redeemable Value
                      ----------------------------------------------------------
                                ALGGAHA
                           0.00 M.F. ( 0.00)
 # of Years           ---------------------------
Ending 12-94    DSC      Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------
      1        0.0%     1006.88    0.69%    0.69%
      3        0.0%     1365.07   10.93%   10.93%
      5        0.0%     1965.95   14.48%   14.48%
From 01-08-89  0.0%     2421.92   15.95%   15.95%

                             Accumulation Unit Values
            ------------------------------------------------------------
                   ALGGAHA
                 ALGGAHA.75
01-08-89           3.208363 i
12-99-89           3.952493
12-99-91           5.692314
12-99-93           7.717291
12-99-94           7.770401 i

(Unit values marked 'i' are used for from-inception calculations.)
(Day = 99 means end-of-month.)
<PAGE>
                                                              11/28/95  14:51:16
Alger Small Cap (AHA)                                                aha75.WWO
- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00
                                                        Redeemable Value
                      ----------------------------------------------------------
                                ALGSCAHA
                           0.00 M.F. ( 0.00)
 # of Years           ---------------------------
Ending 12-94    DSC      Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------
      1        0.0%      938.28   -6.17%   -6.17%
      3        0.0%     1081.08    2.63%    2.63%
      5        0.0%     1823.62   12.77%   12.77%
From 09-21-88  0.0%     2871.27   18.30%   18.30%

                             Accumulation Unit Values
            ------------------------------------------------------------
                  ALGSCAHA
                 ALGSCAHA.75
09-21-88           3.458082 i
12-99-89           5.444704
12-99-91           9.184423
12-99-93          10.582192
12-99-94           9.929086 i

(Unit values marked 'i' are used for from-inception calculations.)
(Day = 99 means end-of-month.)

<PAGE>
                                                              11/28/95  14:51:16
Calvert Responsibly Invested Balanced Portfolio (ACES ACCT B)        aha75.WWO
- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00
                                                        Redeemable Value
                      ----------------------------------------------------------
                                 CALAHA
                           0.00 M.F. ( 0.00)
 # of Years           ---------------------------
Ending 12-94    DSC      Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------
      1        0.0%      960.08   -3.99%   -3.99%
      3        0.0%     1114.40    3.68%    3.68%
      5        0.0%     1375.36    6.58%    6.58%
From 09-99-86  0.0%     2068.81    9.21%    9.21%

                             Accumulation Unit Values
            ------------------------------------------------------------
                   CALAHA
                  CALAHA.75
09-99-86           5.297954 i
12-99-89           7.969132
12-99-91           9.835275
12-99-93          11.416229
12-99-94          10.960445 i

(Unit values marked 'i' are used for from-inception calculations.)
(Day = 99 means end-of-month.)
<PAGE>
                                                              11/28/95  14:51:16
Fidelity Growth (AHA)                                                aha75.WWO
- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00
                                                        Redeemable Value
                      ----------------------------------------------------------
                                FIDGAHA
                           0.00 M.F. ( 0.00)
 # of Years           ---------------------------
Ending 12-94    DSC      Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------
      1        0.0%      992.34   -0.77%   -0.77%
      3        0.0%     1275.68    8.45%    8.45%
      5        0.0%     1614.09   10.05%   10.05%
From 11-07-86  0.0%     2491.55   11.86%   11.86%

                             Accumulation Unit Values
            ------------------------------------------------------------
                   FIDGAHA
                 FIDGAHA.75
11-07-86           3.147478 i
12-99-89           4.858523
12-99-91           6.147372
12-99-93           7.902660
12-99-94           7.842092 i

(Unit values marked 'i' are used for from-inception calculations.)
(Day = 99 means end-of-month.)

<PAGE>
                                                              11/28/95  14:51:16
Fidelity Equity Income (AHA)                                         aha75.WWO
- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00
                                                        Redeemable Value
                      ----------------------------------------------------------
                                FIDEIAHA
                           0.00 M.F. ( 0.00)
 # of Years           ---------------------------
Ending 12-94    DSC      Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------
      1        0.0%     1062.62    6.26%    6.26%
      3        0.0%     1447.42   13.12%   13.12%
      5        0.0%     1587.60    9.69%    9.69%
From 10-22-86  0.0%     2211.12   10.17%   10.17%

                             Accumulation Unit Values
            ------------------------------------------------------------
                  FIDEIAHA
                 FIDEIAHA.75
10-22-86           3.903583 i
12-99-89           5.436683
12-99-91           5.963221
12-99-93           8.122660
12-99-94           8.631277 i

(Unit values marked 'i' are used for from-inception calculations.)
(Day = 99 means end-of-month.)

<PAGE>
                                                              11/28/95  14:51:16
Fidelity Overseas (AHA)                                              aha75.WWO
- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00
                                                        Redeemable Value
                      ----------------------------------------------------------
                                FIDOSAHA
                           0.00 M.F. ( 0.00)
 # of Years           ---------------------------
Ending 12-94    DSC      Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------
      1        0.0%     1009.64    0.96%    0.96%
      3        0.0%     1219.66    6.84%    6.84%
      5        0.0%     1275.99    5.00%    5.00%
From 02-13-87  0.0%     1613.40    6.26%    6.26%

                             Accumulation Unit Values
            ------------------------------------------------------------
                  FIDOSAHA
                 FIDOSAHA.75
02-13-87           5.982568 i
12-99-89           7.564522
12-99-91           7.913896
12-99-93           9.560061
12-99-94           9.652266 i

(Unit values marked 'i' are used for from-inception calculations.)
(Day = 99 means end-of-month.)

<PAGE>
                                                              11/28/95  14:51:16
Janus Aspen Aggressive Growth (AHA)                                  aha75.WWO
- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00
                                                        Redeemable Value
                      ----------------------------------------------------------
                                JAGAHACE
                           0.00 M.F. ( 0.00)
 # of Years           ---------------------------
Ending 12-94    DSC      Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------
      1        0.0%     1154.84   15.48%   15.48%
From 09-13-93  0.0%     1360.24   26.73%   26.73%
From 09-13-93  0.0%     1360.24   26.73%   26.73%
From 09-13-93  0.0%     1360.24   26.73%   26.73%

                             Accumulation Unit Values
            ------------------------------------------------------------
                  JAGAHACE
                  JAGAHA.75
09-13-93           7.635528 i
12-99-93           8.993581
12-99-94          10.386188 i

(Unit values marked 'i' are used for from-inception calculations.)
(Day = 99 means end-of-month.)

<PAGE>
                                                              11/28/95  14:51:16
Janus Aspen Balanced (AHA)                                           aha75.WWO
- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00
                                                        Redeemable Value
                      ----------------------------------------------------------
                                JBALAHA
                           0.00 M.F. ( 0.00)
 # of Years           ---------------------------
Ending 12-94    DSC      Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------
      1        0.0%     1000.95    0.10%    0.10%
From 09-13-93  0.0%     1070.62    5.40%    5.40%
From 09-13-93  0.0%     1070.62    5.40%    5.40%
From 09-13-93  0.0%     1070.62    5.40%    5.40%

                             Accumulation Unit Values
            ------------------------------------------------------------
                   JBALAHA
                 JBALAHA.75
09-13-93           8.265113 i
12-99-93           8.840452
12-99-94           8.848813 i

(Unit values marked 'i' are used for from-inception calculations.)
(Day = 99 means end-of-month.)

<PAGE>
                                                              11/28/95  14:51:16
Janus Aspen Growth (AHA)                                             aha75.WWO
- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00
                                                        Redeemable Value
                      ----------------------------------------------------------
                                 JGAHA
                           0.00 M.F. ( 0.00)
 # of Years           ---------------------------
Ending 12-94    DSC      Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------
      1        0.0%     1019.95    2.00%    2.00%
From 09-13-93  0.0%     1053.28    4.08%    4.08%
From 09-13-93  0.0%     1053.28    4.08%    4.08%
From 09-13-93  0.0%     1053.28    4.08%    4.08%

                             Accumulation Unit Values
            ------------------------------------------------------------
                    JGAHA
                  JGAHA.75
09-13-93           8.079926 i
12-99-93           8.343950
12-99-94           8.510414 i

(Unit values marked 'i' are used for from-inception calculations.)
(Day = 99 means end-of-month.)

<PAGE>
                                                              11/28/95  14:51:16
Janus Aspen Flexible Income (AHA)                                    aha75.WWO
- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00
                                                        Redeemable Value
                      ----------------------------------------------------------
                                 JFIAHA
                           0.00 M.F. ( 0.00)
 # of Years           ---------------------------
Ending 12-94    DSC      Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------
      1        0.0%      983.74   -1.63%   -1.63%
From 09-13-93  0.0%      988.47   -0.89%   -0.89%
From 09-13-93  0.0%      988.47   -0.89%   -0.89%
From 09-13-93  0.0%      988.47   -0.89%   -0.89%

                             Accumulation Unit Values
            ------------------------------------------------------------
                   JFIAHA
                  JFIAHA.75
09-13-93          10.066888 i
12-99-93          10.115237
12-99-94           9.950776 i

(Unit values marked 'i' are used for from-inception calculations.)
(Day = 99 means end-of-month.)

<PAGE>                                                        11/28/95  14:51:16
Janus Aspen Short-Term Bond (AHA)                                    aha75.WWO
- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00
                                                        Redeemable Value
                      ----------------------------------------------------------
                                JSTBAHA
                           0.00 M.F. ( 0.00)
 # of Years           ---------------------------
Ending 12-94    DSC      Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------
      1        0.0%     1001.72    0.17%    0.17%
From 09-13-93  0.0%     1002.48    0.19%    0.19%
From 09-13-93  0.0%     1002.48    0.19%    0.19%
From 09-13-93  0.0%     1002.48    0.19%    0.19%

                             Accumulation Unit Values
            ------------------------------------------------------------
                   JSTBAHA
                 JSTBAHA.75
09-13-93           9.583303 i
12-99-93           9.590549
12-99-94           9.607063 i

(Unit values marked 'i' are used for from-inception calculations.)
(Day = 99 means end-of-month.)

<PAGE>
                                                              11/28/95  14:51:16
Janus Aspen Worldwide (AHA)                                          aha75.WWO
- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00
                                                        Redeemable Value
                      ----------------------------------------------------------
                                 JWWAHA
                           0.00 M.F. ( 0.00)
 # of Years           ---------------------------
Ending 12-94    DSC      Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------
      1        0.0%     1007.78    0.78%    0.78%
From 09-13-93  0.0%     1197.58   14.89%   14.89%
From 09-13-93  0.0%     1197.58   14.89%   14.89%
From 09-13-93  0.0%     1197.58   14.89%   14.89%

                             Accumulation Unit Values
            ------------------------------------------------------------
                   JWWAHA
                  JWWAHA.75
09-13-93           7.283809 i
12-99-93           8.655640
12-99-94           8.722963 i

(Unit values marked 'i' are used for from-inception calculations.)
(Day = 99 means end-of-month.)

<PAGE>
                                                              11/28/95  14:51:16
Lexington Natural Resources (AHA)                                    aha75.WWO
- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00
                                                        Redeemable Value
                      ----------------------------------------------------------
                                LEXNRAHA
                           0.00 M.F. ( 0.00)
 # of Years           ---------------------------
Ending 12-94    DSC      Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------
      1        0.0%      939.16   -6.08%   -6.08%
      3        0.0%     1052.98    1.74%    1.74%
      5        0.0%      838.31   -3.47%   -3.47%
From 05-99-89  0.0%      961.95   -0.69%   -0.69%

                             Accumulation Unit Values
            ------------------------------------------------------------
                  LEXNRAHA
                 LEXNRAHA.75
05-99-89           9.705863 i
12-99-89          11.137254
12-99-91           8.866795
12-99-93           9.941300
12-99-94           9.336519 i

(Unit values marked 'i' are used for from-inception calculations.)
(Day = 99 means end-of-month.)

<PAGE>
                                                              11/28/95  14:51:16
Neuberger & Berman (AHA)                                             aha75.WWO
- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00
                                                        Redeemable Value
                      ----------------------------------------------------------
                                 NEBAHA
                           0.00 M.F. ( 0.00)
 # of Years           ---------------------------
Ending 12-94    DSC      Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------
      1        0.0%      943.82   -5.62%   -5.62%
      3        0.0%     1314.24    9.54%    9.54%
      5        0.0%     1541.62    9.04%    9.04%
From 12-99-85  0.0%     2704.23   11.69%   11.69%

                             Accumulation Unit Values
            ------------------------------------------------------------
                   NEBAHA
                  NEBAHA.75
12-99-85           4.718702 i
12-99-89           8.277310
12-99-91           9.709375
12-99-93          13.520073
12-99-94          12.760475 i

(Unit values marked 'i' are used for from-inception calculations.)
(Day = 99 means end-of-month.)

<PAGE>
                                                              11/28/95  14:51:16
Scudder International (AHA)                                          aha75.WWO
- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00
                                                        Redeemable Value
                      ----------------------------------------------------------
                                 SCDAHA
                           0.00 M.F. ( 0.00)
 # of Years           ---------------------------
Ending 12-94    DSC      Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------
      1        0.0%      984.24   -1.58%   -1.58%
      3        0.0%     1292.64    8.93%    8.93%
      5        0.0%     1310.58    5.56%    5.56%
From 04-99-87  0.0%     1846.28    8.32%    8.32%

                             Accumulation Unit Values
            ------------------------------------------------------------
                   SCDAHA
                  SCDAHA.75
04-99-87           7.525869 i
12-99-89          10.602084
12-99-91          10.749200
12-99-93          14.117260
12-99-94          13.894837 i

(Unit values marked 'i' are used for from-inception calculations.)
(Day = 99 means end-of-month.)

<PAGE>
                                                              11/28/95  14:51:16
Twentieth Century Growth (AHA)                                       aha75.WWO
- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00
                                                        Redeemable Value
                      ----------------------------------------------------------
                                TCIGAHA
                           0.00 M.F. ( 0.00)
 # of Years           ---------------------------
Ending 12-94    DSC      Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------
      1        0.0%      980.14   -1.99%   -1.99%
      3        0.0%     1053.95    1.77%    1.77%
      5        0.0%     1454.70    7.78%    7.78%
From 11-20-87  0.0%     1930.13    9.69%    9.69%

                             Accumulation Unit Values
            ------------------------------------------------------------
                   TCIGAHA
                 TCIGAHA.75
11-20-87           5.842651 i
12-99-89           7.752170
12-99-91          10.699821
12-99-93          11.505584
12-99-94          11.277063 i

(Unit values marked 'i' are used for from-inception calculations.)
(Day = 99 means end-of-month.)

<PAGE>
                                                              11/28/95  14:51:23
Aetna Variable Fund (AHA)                                            aha75.WWO
- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00
                                                        Redeemable Value
                      ----------------------------------------------------------
                                 VARAHA
                           0.00 M.F. ( 0.00)
 # of Years           ---------------------------
Ending 12-94    DSC      Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------
      1        5.0%      933.64   -6.64%   -6.64%
      3        5.0%     1047.54    1.56%    1.56%
      5        5.0%     1347.06    6.14%    6.14%
     10        0.0%     3490.12   13.31%   13.31%

                             Accumulation Unit Values
            ------------------------------------------------------------
                   VARAHA
                  VARAHA.75
12-99-84           3.381845
12-99-89           8.323938
12-99-91          10.704081
12-99-93          12.009850
12-99-94          11.803034

(Day = 99 means end-of-month.)

<PAGE>
                                                              11/28/95  14:51:23
Aetna Income Shares (AHA)                                            aha75.WWO
- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00
                                                        Redeemable Value
                      ----------------------------------------------------------
                                 AISAHA
                           0.00 M.F. ( 0.00)
 # of Years           ---------------------------
Ending 12-94    DSC      Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------
      1        5.0%      907.18   -9.28%   -9.28%
      3        5.0%     1053.27    1.75%    1.75%
      5        5.0%     1352.17    6.22%    6.22%
     10        0.0%     2453.30    9.39%    9.39%

                             Accumulation Unit Values
            ------------------------------------------------------------
                   AISAHA
                  AISAHA.75
12-99-84           4.630995
12-99-89           7.982056
12-99-91          10.247196
12-99-93          11.897463
12-99-94          11.361216

(Day = 99 means end-of-month.)

<PAGE>
                                                              11/28/95  14:51:23
Aetna Encore Fund (AHA)                                              aha75.WWO
- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00
                                                        Redeemable Value
                      ----------------------------------------------------------
                                ENCAHACE
                           0.00 M.F. ( 0.00)
 # of Years           ---------------------------
Ending 12-94    DSC      Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------
      1        5.0%      981.48   -1.85%   -1.85%
      3        5.0%     1034.45    1.14%    1.14%
      5        5.0%     1177.21    3.32%    3.32%
     10        0.0%     1742.37    5.71%    5.71%

                             Accumulation Unit Values
            ------------------------------------------------------------
                  ENCAHACE
                  ENCAHA.75
12-99-84           6.643683
12-99-89           9.341571
12-99-91          10.630772
12-99-93          11.204431
12-99-94          11.575775

(Day = 99 means end-of-month.)

<PAGE>
                                                              11/28/95  14:51:23
AIAF (AHA)                                                           aha75.WWO
- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00
                                                        Redeemable Value
                      ----------------------------------------------------------
                                 AIFAHA
                           0.00 M.F. ( 0.00)
 # of Years           ---------------------------
Ending 12-94    DSC      Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------
      1        5.0%      939.45   -6.06%   -6.06%
      3        5.0%     1082.15    2.67%    2.67%
      5        5.0%     1333.68    5.93%    5.93%
From 06-23-89  5.0%     1393.68    6.19%    6.19%

                             Accumulation Unit Values
            ------------------------------------------------------------
                   AIFAHA
                  AIFAHA.75
06-23-89           7.697467 i
12-99-89           8.043785
12-99-91           9.913373
12-99-93          11.419246
12-99-94          11.292416 i

(Unit values marked 'i' are used for from-inception calculations.)
(Day = 99 means end-of-month.)

<PAGE>
                                                              11/28/95  14:51:23
Alger Growth (AHA)                                                   aha75.WWO
- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00
                                                        Redeemable Value
                      ----------------------------------------------------------
                                ALGGAHA
                           0.00 M.F. ( 0.00)
 # of Years           ---------------------------
Ending 12-94    DSC      Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------
      1        5.0%      956.54   -4.35%   -4.35%
      3        5.0%     1296.82    9.05%    9.05%
      5        5.0%     1867.65   13.31%   13.31%
From 01-08-89  5.0%     2300.82   14.96%   14.96%

                             Accumulation Unit Values
            ------------------------------------------------------------
                   ALGGAHA
                 ALGGAHA.75
01-08-89           3.208363 i
12-99-89           3.952493
12-99-91           5.692314
12-99-93           7.717291
12-99-94           7.770401 i

(Unit values marked 'i' are used for from-inception calculations.)
(Day = 99 means end-of-month.)

<PAGE>
                                                              11/28/95  14:51:23
Alger Small Cap (AHA)                                                aha75.WWO
- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00
                                                        Redeemable Value
                      ----------------------------------------------------------
                                ALGSCAHA
                           0.00 M.F. ( 0.00)
 # of Years           ---------------------------
Ending 12-94    DSC      Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------
      1        5.0%      891.37  -10.86%  -10.86%
      3        5.0%     1027.03    0.89%    0.89%
      5        5.0%     1732.44   11.62%   11.62%
From 09-21-88  5.0%     2727.71   17.34%   17.34%

                             Accumulation Unit Values
            ------------------------------------------------------------
                  ALGSCAHA
                 ALGSCAHA.75
09-21-88           3.458082 i
12-99-89           5.444704
12-99-91           9.184423
12-99-93          10.582192
12-99-94           9.929086 i

(Unit values marked 'i' are used for from-inception calculations.)
(Day = 99 means end-of-month.)

<PAGE>
                                                              11/28/95  14:51:23
Calvert Responsibly Invested Balanced Portfolio (ACES ACCT B)        aha75.WWO
- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00
                                                        Redeemable Value
                      ----------------------------------------------------------
                                 CALAHA
                           0.00 M.F. ( 0.00)
 # of Years           ---------------------------
Ending 12-94    DSC      Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------
      1        5.0%      912.08   -8.79%   -8.79%
      3        5.0%     1058.68    1.92%    1.92%
      5        5.0%     1306.59    5.49%    5.49%
From 09-99-86  5.0%     1965.37    8.53%    8.53%

                             Accumulation Unit Values
            ------------------------------------------------------------
                   CALAHA
                  CALAHA.75
09-99-86           5.297954 i
12-99-89           7.969132
12-99-91           9.835275
12-99-93          11.416229
12-99-94          10.960445 i

(Unit values marked 'i' are used for from-inception calculations.)
(Day = 99 means end-of-month.)

<PAGE>
                                                              11/28/95  14:51:23
Fidelity Growth (AHA)                                                aha75.WWO
- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00
                                                        Redeemable Value
                      ----------------------------------------------------------
                                FIDGAHA
                           0.00 M.F. ( 0.00)
 # of Years           ---------------------------
Ending 12-94    DSC      Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------
      1        5.0%      942.72   -5.73%   -5.73%
      3        5.0%     1211.90    6.62%    6.62%
      5        5.0%     1533.39    8.93%    8.93%
From 11-07-86  5.0%     2366.97   11.15%   11.15%

                             Accumulation Unit Values
            ------------------------------------------------------------
                   FIDGAHA
                 FIDGAHA.75
11-07-86           3.147478 i
12-99-89           4.858523
12-99-91           6.147372
12-99-93           7.902660
12-99-94           7.842092 i

(Unit values marked 'i' are used for from-inception calculations.)
(Day = 99 means end-of-month.)

<PAGE>
                                                              11/28/95  14:51:23
Fidelity Equity Income (AHA)                                         aha75.WWO
- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00
                                                        Redeemable Value
                      ----------------------------------------------------------
                                FIDEIAHA
                           0.00 M.F. ( 0.00)
 # of Years           ---------------------------
Ending 12-94    DSC      Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------
      1        5.0%     1009.49    0.95%    0.95%
      3        5.0%     1375.05   11.20%   11.20%
      5        5.0%     1508.22    8.57%    8.57%
From 10-22-86  5.0%     2100.56    9.48%    9.48%

                             Accumulation Unit Values
            ------------------------------------------------------------
                  FIDEIAHA
                 FIDEIAHA.75
10-22-86           3.903583 i
12-99-89           5.436683
12-99-91           5.963221
12-99-93           8.122660
12-99-94           8.631277 i

(Unit values marked 'i' are used for from-inception calculations.)
(Day = 99 means end-of-month.)

<PAGE>
                                                              11/28/95  14:51:23
Fidelity Overseas (AHA)                                              aha75.WWO
- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00
                                                        Redeemable Value
                      ----------------------------------------------------------
                                FIDOSAHA
                           0.00 M.F. ( 0.00)
 # of Years           ---------------------------
Ending 12-94    DSC      Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------
      1        5.0%      959.16   -4.08%   -4.08%
      3        5.0%     1158.68    5.03%    5.03%
      5        5.0%     1212.19    3.92%    3.92%
From 02-13-87  5.0%     1532.73    5.57%    5.57%

                             Accumulation Unit Values
            ------------------------------------------------------------
                  FIDOSAHA
                 FIDOSAHA.75
02-13-87           5.982568 i
12-99-89           7.564522
12-99-91           7.913896
12-99-93           9.560061
12-99-94           9.652266 i

(Unit values marked 'i' are used for from-inception calculations.)
(Day = 99 means end-of-month.)

<PAGE>
                                                              11/28/95  14:51:23
Janus Aspen Aggressive Growth (AHA)                                  aha75.WWO
- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00
                                                        Redeemable Value
                      ----------------------------------------------------------
                                JAGAHACE
                           0.00 M.F. ( 0.00)
 # of Years           ---------------------------
Ending 12-94    DSC      Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------
      1        5.0%     1097.10    9.71%    9.71%
From 09-13-93  5.0%     1292.23   21.82%   21.82%
From 09-13-93  5.0%     1292.23   21.82%   21.82%
From 09-13-93  5.0%     1292.23   21.82%   21.82%

                             Accumulation Unit Values
            ------------------------------------------------------------
                  JAGAHACE
                  JAGAHA.75
09-13-93           7.635528 i
12-99-93           8.993581
12-99-94          10.386188 i

(Unit values marked 'i' are used for from-inception calculations.)
(Day = 99 means end-of-month.)

<PAGE>
                                                              11/28/95  14:51:23
Janus Aspen Balanced (AHA)                                           aha75.WWO
- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00
                                                        Redeemable Value
                      ----------------------------------------------------------
                                JBALAHA
                           0.00 M.F. ( 0.00)
 # of Years           ---------------------------
Ending 12-94    DSC      Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------
      1        5.0%      950.90   -4.91%   -4.91%
From 09-13-93  5.0%     1017.09    1.31%    1.31%
From 09-13-93  5.0%     1017.09    1.31%    1.31%
From 09-13-93  5.0%     1017.09    1.31%    1.31%

                             Accumulation Unit Values
            ------------------------------------------------------------
                   JBALAHA
                 JBALAHA.75
09-13-93           8.265113 i
12-99-93           8.840452
12-99-94           8.848813 i

(Unit values marked 'i' are used for from-inception calculations.)
(Day = 99 means end-of-month.)

<PAGE>
                                                              11/28/95  14:51:23
Janus Aspen Growth (AHA)                                             aha75.WWO
- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00
                                                        Redeemable Value
                      ----------------------------------------------------------
                                 JGAHA
                           0.00 M.F. ( 0.00)
 # of Years           ---------------------------
Ending 12-94    DSC      Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------
      1        5.0%      968.95   -3.11%   -3.11%
From 09-13-93  5.0%     1000.62    0.05%    0.05%
From 09-13-93  5.0%     1000.62    0.05%    0.05%
From 09-13-93  5.0%     1000.62    0.05%    0.05%

                             Accumulation Unit Values
            ------------------------------------------------------------
                    JGAHA
                  JGAHA.75
09-13-93           8.079926 i
12-99-93           8.343950
12-99-94           8.510414 i

(Unit values marked 'i' are used for from-inception calculations.)
(Day = 99 means end-of-month.)

<PAGE>
                                                              11/28/95  14:51:23
Janus Aspen Flexible Income (AHA)                                    aha75.WWO
- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00
                                                        Redeemable Value
                      ----------------------------------------------------------
                                 JFIAHA
                           0.00 M.F. ( 0.00)
 # of Years           ---------------------------
Ending 12-94    DSC      Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------
      1        5.0%      934.55   -6.55%   -6.55%
From 09-13-93  5.0%      939.05   -4.73%   -4.73%
From 09-13-93  5.0%      939.05   -4.73%   -4.73%
From 09-13-93  5.0%      939.05   -4.73%   -4.73%

                             Accumulation Unit Values
            ------------------------------------------------------------
                   JFIAHA
                  JFIAHA.75
09-13-93          10.066888 i
12-99-93          10.115237
12-99-94           9.950776 i

(Unit values marked 'i' are used for from-inception calculations.)
(Day = 99 means end-of-month.)

<PAGE>
                                                              11/28/95  14:51:23
Janus Aspen Short-Term Bond (AHA)                                    aha75.WWO
- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00
                                                        Redeemable Value
                      ----------------------------------------------------------
                                JSTBAHA
                           0.00 M.F. ( 0.00)
 # of Years           ---------------------------
Ending 12-94    DSC      Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------
      1        5.0%      951.63   -4.84%   -4.84%
From 09-13-93  5.0%      952.36   -3.69%   -3.69%
From 09-13-93  5.0%      952.36   -3.69%   -3.69%
From 09-13-93  5.0%      952.36   -3.69%   -3.69%

                             Accumulation Unit Values
            ------------------------------------------------------------
                   JSTBAHA
                 JSTBAHA.75
09-13-93           9.583303 i
12-99-93           9.590549
12-99-94           9.607063 i

(Unit values marked 'i' are used for from-inception calculations.)
(Day = 99 means end-of-month.)

<PAGE>
                                                              11/28/95  14:51:23
Janus Aspen Worldwide (AHA)                                          aha75.WWO
- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00
                                                        Redeemable Value
                      ----------------------------------------------------------
                                 JWWAHA
                           0.00 M.F. ( 0.00)
 # of Years           ---------------------------
Ending 12-94    DSC      Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------
      1        5.0%      957.39   -4.26%   -4.26%
From 09-13-93  5.0%     1137.70   10.44%   10.44%
From 09-13-93  5.0%     1137.70   10.44%   10.44%
From 09-13-93  5.0%     1137.70   10.44%   10.44%

                             Accumulation Unit Values
            ------------------------------------------------------------
                   JWWAHA
                  JWWAHA.75
09-13-93           7.283809 i
12-99-93           8.655640
12-99-94           8.722963 i

(Unit values marked 'i' are used for from-inception calculations.)
(Day = 99 means end-of-month.)

<PAGE>
                                                              11/28/95  14:51:23
Lexington Natural Resources (AHA)                                    aha75.WWO
- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00
                                                        Redeemable Value
                      ----------------------------------------------------------
                                LEXNRAHA
                           0.00 M.F. ( 0.00)
 # of Years           ---------------------------
Ending 12-94    DSC      Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------
      1        5.0%      892.20  -10.78%  -10.78%
      3        5.0%     1000.33    0.01%    0.01%
      5        5.0%      796.39   -4.45%   -4.45%
From 05-99-89  5.0%      913.85   -1.60%   -1.60%

                             Accumulation Unit Values
            ------------------------------------------------------------
                  LEXNRAHA
                 LEXNRAHA.75
05-99-89           9.705863 i
12-99-89          11.137254
12-99-91           8.866795
12-99-93           9.941300
12-99-94           9.336519 i

(Unit values marked 'i' are used for from-inception calculations.)
(Day = 99 means end-of-month.)

<PAGE>
                                                              11/28/95  14:51:23
Neuberger & Berman (AHA)                                             aha75.WWO
- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00
                                                        Redeemable Value
                      ----------------------------------------------------------
                                 NEBAHA
                           0.00 M.F. ( 0.00)
 # of Years           ---------------------------
Ending 12-94    DSC      Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------
      1        5.0%      896.63  -10.34%  -10.34%
      3        5.0%     1248.53    7.68%    7.68%
      5        5.0%     1464.54    7.93%    7.93%
From 12-99-85  0.0%     2704.23   11.69%   11.69%

                             Accumulation Unit Values
            ------------------------------------------------------------
                   NEBAHA
                  NEBAHA.75
12-99-85           4.718702 i
12-99-89           8.277310
12-99-91           9.709375
12-99-93          13.520073
12-99-94          12.760475 i

(Unit values marked 'i' are used for from-inception calculations.)
(Day = 99 means end-of-month.)

<PAGE>
                                                              11/28/95  14:51:23
Scudder International (AHA)                                          aha75.WWO
- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00
                                                        Redeemable Value
                      ----------------------------------------------------------
                                 SCDAHA
                           0.00 M.F. ( 0.00)
 # of Years           ---------------------------
Ending 12-94    DSC      Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------
      1        5.0%      935.03   -6.50%   -6.50%
      3        5.0%     1228.01    7.09%    7.09%
      5        5.0%     1245.05    4.48%    4.48%
From 04-99-87  5.0%     1753.97    7.60%    7.60%

                             Accumulation Unit Values
            ------------------------------------------------------------
                   SCDAHA
                  SCDAHA.75
04-99-87           7.525869 i
12-99-89          10.602084
12-99-91          10.749200
12-99-93          14.117260
12-99-94          13.894837 i

(Unit values marked 'i' are used for from-inception calculations.)
(Day = 99 means end-of-month.)

<PAGE>
                                                              11/28/95  14:51:23
Twentieth Century Growth (AHA)                                       aha75.WWO
- ------------------------------------------------------------------------------
Gross Deposit:    1000.00
Net Deposit:      1000.00
                                                        Redeemable Value
                      ----------------------------------------------------------
                                TCIGAHA
                           0.00 M.F. ( 0.00)
 # of Years           ---------------------------
Ending 12-94    DSC      Value      IRR    MF IRR
- ------------   ----   ---------   ------   ------
      1        5.0%      931.13   -6.89%   -6.89%
      3        5.0%     1001.25    0.04%    0.04%
      5        5.0%     1381.97    6.68%    6.68%
From 11-20-87  5.0%     1833.62    8.90%    8.90%

                             Accumulation Unit Values
            ------------------------------------------------------------
                   TCIGAHA
                 TCIGAHA.75
11-20-87           5.842651 i
12-99-89           7.752170
12-99-91          10.699821
12-99-93          11.505584
12-99-94          11.277063 i

(Unit values marked 'i' are used for from-inception calculations.)
(Day = 99 means end-of-month.)

<PAGE>

                              POWER OF ATTORNEY

I, Eugene M. Trovato, Senior Vice President, Controller (chief accounting
officer) of Aetna Life Insurance and Annuity Company, do hereby constitute
and appoint Susan E. Bryant, Steven J. Lauwers, and Julie E. Rockmore and
each of them individually, my true and lawful attorneys, with full power to
them and each of them to sign for me, and in my name and in the capacity
indicated below, any and all amendments to the Registration Statements listed
below filed with the Securities and Exchange Commission by Aetna Life
Insurance and Annuity Company under the Securities Act of 1933, as amended,
and/or the Investment Company Act of 1940, including but not limited to
pre-effective amendments and post-effective amendments to such filings:

Registration Statements filed under the Securities Act of 1933, as amended:


2-52448                      33-75966            33-76000
2-52449                      33-75968            33-76002
33-2339                      33-75970            33-76004
33-34370                     33-75972            33-76018
33-34583                     33-75974            33-76024
33-42555                     33-75976            33-76026
33-60477                     33-75978            33-79118
33-61897                     33-75980            33-79122
33-62473                     33-75982            33-81216
33-63657                     33-75984            33-87642
33-75248                     33-75986            33-87932
33-75954                     33-75988            33-88720
33-75956                     33-75990            33-88722
33-75958                     33-75992            33-88724
33-75960                     33-75994            33-91846
33-75962                     33-75996
33-75964                     33-75998


Registration Statements filed under the Investment Company Act of 1940:

811-2512          811-2513          811-4536          811-5906

hereby ratifying and confirming on this 14th day of November, 1995 my
signature as it may be signed by my said attorneys to any such registration
statements, applications and any and all amendments thereto:


/s/ Eugene M. Trovato
- ---------------------------------------
Eugene M. Trovato
Senior Vice President, Controller
(chief accounting officer)


<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM VARIABLE
ANNUITY ACCOUNT B AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-START>                             JAN-01-1994
<PERIOD-END>                               DEC-31-1994
<INVESTMENTS-AT-COST>                      840,160,688
<INVESTMENTS-AT-VALUE>                     795,804,636
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                             795,804,636
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                  0
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                                0
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                               795,804,636
<DIVIDEND-INCOME>                           83,432,946
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                             (8,918,042)
<NET-INVESTMENT-INCOME>                     74,514,904
<REALIZED-GAINS-CURRENT>                    57,000,536
<APPREC-INCREASE-CURRENT>                (146,425,376)
<NET-CHANGE-FROM-OPS>                     (14,909,936)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                              0
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                     109,360,004
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>


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