VARIABLE ANNUITY ACCOUNT B OF AETNA LIFE INS & ANNUITY CO
485BPOS, 1996-04-29
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As filed with the Securities and Exchange         Registration No. 33-76002
Commission on April 29, 1996                      Registration No. 811-2512



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-4

                        Post-Effective Amendment No. 5 To
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                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)



It is proposed that this filing will become effective (Check appropriate space):

              immediately upon filing pursuant to paragraph (b) of Rule 485
 --------
    X         on May 1, 1996 pursuant to paragraph (b) of Rule 485
 --------

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.
The Registrant filed a Rule 24f-2 Notice for the fiscal year ended December 31,
1995 on February 29, 1996.


<PAGE>


The Registrant hereby amends this Registration Statement: (i) to include an
updated reference for Exhibit 24(b)(1) (Resolution of the Board of Directors of
Aetna Life Insurance and Annuity Company establishing Variable Annuity Account
B); and (ii) to include an updated reference for Item 26 (Persons Controlled by
or Under Common Control with the Depositor or Registrant). No other changes have
been made and all other parts of the Registration Statement (the Prospectus, the
Statement of Additional Information and all other items in Part C) are
incorporated into Part A, Part B and Part C of this Post-Effective Amendment No.
5, respectively, by reference to Post-Effective Amendment No. 4 to the
Registration Statement on Form N-4 (File No. 33-76002), as filed electronically
on April 12, 1996.



<PAGE>


                           VARIABLE ANNUITY ACCOUNT B
                           PART C - OTHER INFORMATION

Item 24.      Financial Statements and Exhibits

     (b) Exhibits
         (1)      Resolution of the Board of Directors of Aetna Life Insurance
                  and Annuity Company establishing Variable Annuity Account B is
                  incorporated by reference to Post-Effective Amendment No. 6 to
                  Registration Statement on Form N-4 (File No. 33-75986), as
                  filed electronically on April 22, 1996.


Item 26.      Persons Controlled by or Under Common Control with the Depositor
              or Registrant

     Incorporated by reference to Item 26 of Post-Effective Amendment No. 5 to
Registration Statement on Form N-4 (File No. 33-75986) filed electronically on
April 12, 1996, as supplemented by Post-Effective Amendment No. 6 to
Registration Statement on Form N-4 (File No. 33-75986) filed electronically on
April 22, 1996.



<PAGE>


                                   SIGNATURES

     As required by the Securities Act of 1933, as amended, and the Investment
Company Act of 1940, the Registrant, Variable Annuity Account B of Aetna Life
Insurance and Annuity Company, certifies that it meets the requirements of
Securities Act Rule 485(b) for effectiveness of this Post-Effective Amendment
No. 5 to its Registration Statement on Form N-4 (File No. 33-76002) and has
caused this Post-Effective Amendment No. 5 to its Registration Statement on Form
N-4 (File No. 33-76002) to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Hartford, State of Connecticut, on the 29th day
of April, 1996.

                                  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

     As required by the Securities Act of 1933, as amended, this Post-Effective
Amendment No. 5 to the Registration Statement on Form N-4 (File No. 33-76002)
has been signed by the following persons in the capacities and on the dates
indicated.

<TABLE>
<CAPTION>
Signature                             Title                                                                  Date
<S>                                   <C>                                                            <C>
Daniel P. Kearney*                    Director and President                                         )
- ------------------------------------  (principal executive officer)                                  )
Daniel P. Kearney                                                                                    )
                                                                                                     )
Timothy A. Holt*                      Director, Senior Vice President and Chief Financial            )   April
- ------------------------------------  Officer                                                        )
Timothy A. Holt                                                                                      )   29, 1996
                                                                                                     )
Christopher J. Burns*                 Director                                                       )
- ------------------------------------                                                                 )
Christopher J. Burns                                                                                 )
                                                                                                     )
Laura R. Estes*                       Director                                                       )
- ------------------------------------                                                                 )
Laura R. Estes                                                                                       )


<PAGE>



                                                                                                     )
Gail P. Johnson*                       Director                                                      )
- ------------------------------------                                                                 )
Gail P. Johnson                                                                                      )
                                                                                                     )
John Y. Kim*                           Director                                                      )
- ------------------------------------                                                                 )
John Y. Kim                                                                                          )
                                                                                                     )
Shaun P. Mathews*                      Director                                                      )
- ------------------------------------                                                                 )
Shaun P. Mathews                                                                                     )
                                                                                                     )
Glen Salow*                            Director                                                      )
- ------------------------------------                                                                 )
Glen Salow                                                                                           )
                                                                                                     )
Creed R. Terry*                        Director                                                      )
- ------------------------------------                                                                 )
Creed R. Terry                                                                                       )
                                                                                                     )
Eugene M. Trovato*                    Vice President and Treasurer, Corporate Controller             )
- ------------------------------------                                                                 )
Eugene M. Trovato                                                                                    )


By:      /s/Julie E. Rockmore
         -----------------------------------------------
         Julie E. Rockmore
         *Attorney-in-Fact
</TABLE>


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