VARIABLE ANNUITY ACCOUNT B OF AETNA LIFE INS & ANNUITY CO
485APOS, 1996-02-16
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<PAGE>


As filed with the Securities and Exchange             Registration No. 33-75996*
Commission on February 16, 1996                       Registration No. 811-2512

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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-4

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                        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

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     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)

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It is proposed that this filing will become effective:


     X         on May 1, 1996 pursuant to paragraph (a)(1) of Rule 485
   -----

*Pursuant to Rule 429(a) under the Securities Act of 1933, Registrant has
included a combined prospectus under this Registration Statement which includes
all the information which would currently be required in a prospectus relating
to the securities covered by Registration Statement No. 2-52448 and the
individual deferred compensation contracts covered by Registration Statement
No. 33-76000.

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 expects to file a Rule 24f-2 Notice for the fiscal year ended
December 31, 1995 on or before February 29, 1996.



<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; Variable
                                                         Annuity Account B; The
                                                         Funds

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

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

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

      9   Death Benefit. . . . . . . . . . . . . . . .   Death Benefit During
                                                         Accumulation Period;
                                                         Death Benefit Payable
                                                         During the Annuity
                                                         Period

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

     11   Redemptions. . . . . . . . . . . . . . . . .   Right to Cancel;
                                                         Withdrawals

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

     13   Legal Proceedings. . . . . . . . . . . . . .   Miscellaneous - Legal
                                                         Matters and Proceedings

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


<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>
                                   PROSPECTUS
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- --------------------------------------------------------------------------------

This  Prospectus generally  describes group deferred  variable annuity contracts
("Contracts")  issued  by  Aetna  Life   Insurance  and  Annuity  Company   (the
"Company").  The Contracts are available  through participation in (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") (collectively referred  to as "Plans").  Only
group  contracts are currently offered for sale; however, "Contracts" shall also
refer to employer-owned individual Contracts issued in connection with Plans  in
the past.

The  Contracts provide that contributions may be allocated to one or more of the
Credited Interest  Options or  to one  or more  of the  Subaccounts of  Variable
Annuity  Account B,  a separate account  of the Company.  The Subaccounts invest
directly in shares of the following 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 Growth (a Twentieth Century
                                        fund)

The Credited Interest  Options currently  available under the  Contract are  the
Guaranteed  Accumulation Account, the Fixed Account  and the Fixed Plus Account.
Except as  specifically mentioned,  this Prospectus  describes only  investments
through  the  Separate Account.  A  brief description  of  each of  the Credited
Interest Options  is  contained in  Appendices  to this  Prospectus.  Additional
information  concerning the  Guaranteed Accumulation  Account is  contained in a
separate prospectus.

The availability of the  Funds and the Credited  Interest Options is subject  to
applicable  regulatory authorization. Not all Funds or Credited Interest Options
may be available  in all jurisdictions,  under all Contracts,  or in all  Plans.
Please   check  with  your  employer  to  determine  option  availability.  (See
"Investment Options.")

This Prospectus provides investors  with the information  that they should  know
about the Separate Account before investing in the Contract through the Separate
Account.  Additional information  about the Separate  Account is  contained in a
Statement of Additional Information ("SAI") which is available at no charge. The
SAI  has  been  filed  with  the  Securities  and  Exchange  Commission  and  is
incorporated  herein by reference. The Table of  Contents for the SAI is printed
on page 17 of this Prospectus. An SAI may be obtained by indicating the  request
on  the  enrollment  form  or  on  the  prospectus  receipt  contained  in  this
Prospectus, or by calling the number listed under the "Inquiries" section of the
Prospectus Summary.

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.

  THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL INFORMATION ARE DATED MAY 1,
                                      1996
<PAGE>
                               TABLE OF CONTENTS
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- --------------------------------------------------------------------------------

<TABLE>
<S>                                                                                    <C>
DEFINITIONS..........................................................................     DEFINITIONS - 1
PROSPECTUS SUMMARY...................................................................         SUMMARY - 1
FEE TABLE............................................................................       FEE TABLE - 1
CONDENSED FINANCIAL INFORMATION......................................................     AUV HISTORY - 1
THE COMPANY..........................................................................                   1
VARIABLE ANNUITY ACCOUNT B...........................................................                   1
INVESTMENT OPTIONS
    The Funds........................................................................                   1
    Credited Interest Options........................................................                   4
PURCHASE
    Contract Availability............................................................                   4
    Contract Purchase................................................................                   4
    Purchase Payments................................................................                   4
    Right to Cancel..................................................................                   5
    Transfer Credits.................................................................                   5
CHARGES AND DEDUCTIONS
    Daily Deductions from the Separate Account.......................................                   5
    Maintenance Fee..................................................................                   6
    Deferred Sales Charge............................................................                   6
    Fund Expenses....................................................................                   7
    Premium and Other Taxes..........................................................                   7
CONTRACT VALUATION...................................................................                   8
TRANSFERS............................................................................                   8
    Dollar Cost Averaging Program....................................................                   8
WITHDRAWALS..........................................................................                   8
ADDITIONAL WITHDRAWAL OPTIONS........................................................                   9
DEATH BENEFIT DURING ACCUMULATION PERIOD.............................................                  10
ANNUITY PERIOD
    Annuity Period Elections.........................................................                  11
    Annuity Options..................................................................                  11
    Annuity Payments.................................................................                  12
    Charges Deducted During the Annuity Period.......................................                  12
    Death Benefit Payable During the Annuity Period..................................                  12
TAX STATUS
    Introduction.....................................................................                  13
    Taxation of the Company..........................................................                  13
    Tax Status of the Contract.......................................................                  13
    Contracts Used With Certain Retirement Plans.....................................                  13
    Section 457 Plans................................................................                  14
    Plans of Non-Section 457 Tax-Exempt Organizations and Taxable Organizations......                  15
MISCELLANEOUS
    Voting Rights....................................................................                  16
    Modification of the Contract.....................................................                  16
    Distribution.....................................................................                  16
    Performance Reporting............................................................                  16
    Transfer of Ownership; Assignment................................................                  17
    Delay or Suspension of Payments..................................................                  17
    Legal Matters and Proceedings....................................................                  17
</TABLE>
<PAGE>
<TABLE>
<S>                                                                                    <C>
CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION..................................                  18
APPENDIX I--GUARANTEED ACCUMULATION ACCOUNT..........................................                  19
APPENDIX II--FIXED ACCOUNT...........................................................                  20
APPENDIX III--FIXED PLUS ACCOUNT.....................................................                  21
</TABLE>

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.
<PAGE>
                                  DEFINITIONS
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- --------------------------------------------------------------------------------

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 YEAR: A  period of  twelve months  measured from  the date  on which  an
Account  is  established (the  effective date)  or from  an anniversary  of such
effective date.

ACCOUNT VALUE: The total dollar  value of amounts held in  an Account as of  any
Valuation Date during the Accumulation Period.

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 each  Subaccount before  annuity
payments begin.

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

ANNUITANT: The person on whose life or life expectancy the annuity payments  are
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 of  each Subaccount  selected during  the
Annuity Period.

BENEFICIARY: The Contract Holder is the Contract beneficiary.

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

COMPANY (WE, US): Aetna Life Insurance and Annuity Company.

CONTRACTS:  The  group  and  individual  deferred,  variable  annuity  contracts
described in this Prospectus.

CONTRACT BENEFICIARY: The Contract Holder is the Contract Beneficiary.

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

CREDITED  INTEREST OPTIONS: The  fixed interest options  under the Contract. The
Credited Interest  Options  currently  consist of  the  Guaranteed  Accumulation
Account,  the  Fixed  Account and  the  Fixed  Plus Account,  each  of  which is
described in an Appendix to this  Prospectus. Amounts allocated to the  Credited
Interest Options are included in the Account Value.

FUND(S): An open-end management investment company whose shares are purchased by
the Separate Account to fund the benefits provided by the Contracts.

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

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 (YOU): A person  participating in a Plan  maintained by an  eligible
organization.  Participants have no  rights to the  assets accumulated under the
Plan.

- --------------------------------------------------------------------------------
                                DEFINITIONS - 1
<PAGE>
PLAN(S): Employer-sponsored deferred compensation plans sponsored by  tax-exempt
organizations  and/or taxable  organizations for their  employees or independent
contractors (or both).

PLAN ACCOUNT: The record established for  a Contract Holder of the Net  Purchase
Payments accumulated under a Contract where Accounts are not maintained.

PLAN  BENEFICIARY: The person entitled to receive benefits under the Plan in the
event of the Participant's death.

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

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.

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, a separate account established  by
the  Company for the purpose of funding variable annuity contracts issued by the
Company.

SUBACCOUNT(S): The  portion  of the  assets  of  the Separate  Account  that  is
allocated  to a particular Fund.  Each Subaccount invests in  the shares of only
one corresponding Fund.

VALUATION DATE:  The  date and  time  at which  the  value of  a  Subaccount  is
calculated.  Currently, this calculation occurs at  the close of business of the
New York Stock Exchange on any normal business day, Monday through Friday,  that
the New York Stock Exchange is open.

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                                DEFINITIONS - 2
<PAGE>
                               PROSPECTUS SUMMARY
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

CONTRACTS OFFERED

    The Contracts offered in this Prospectus are group deferred variable annuity
contracts  issued by Aetna  Life Insurance and  Annuity Company (the "Company").
The purpose of the Contract is to accumulate values and to provide benefits upon
retirement 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").

CONTRACT PURCHASE

    The Contract may be purchased by eligible organizations on behalf of a group
made  up  of  their  employees and/or  independent  contractors.  An  Account is
established for eligible employees  by completing the  enrollment form (and  any
other  required forms) and submitting them to the Company. Purchase Payments can
be  applied  to  the  Contract  either  through  a  lump-sum  transfer  from   a
pre-existing   plan   or  through   periodic   salary  reductions   or  employer
contributions. (See "Purchase.")

FREE LOOK PERIOD

    Contract Holders have  the right  to cancel  their Contract  within 10  days
after  receiving it (or as otherwise allowed by state law) by returning it to us
along  with  a  written  notice  of  cancellation.  Unless  state  law  requires
otherwise,  the  amount  received  upon 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 "Purchase--Right to Cancel.")

INVESTMENT OPTIONS

    The Company has established  Variable Annuity Account  B, a registered  unit
investment  trust,  for  the purpose  of  funding  the variable  portion  of the
Contracts. The  Separate  Account  is  divided  into  subaccounts  which  invest
directly in shares of the Funds described herein. The Contract allows investment
in  any or all of  the Subaccounts, as well as  in the Credited Interest Options
described below. For a complete list of the Funds available under the Contracts,
and a description of the  investment objectives of each  of the Funds and  their
investment advisers, see "Investment Options-- The Funds" in this Prospectus, as
well as the prospectuses for each of the Funds.

    The  Contract  also provides  for investment  in Credited  Interest Options,
which earn  fixed rates  of  interest. The  fixed  options available  under  the
Contract are the Guaranteed Accumulation Account ("GAA"), the Fixed Account, and
the Fixed Plus Account. (See the Appendices to this Prospectus.)

CHARGES AND DEDUCTIONS

    Certain  charges are associated with  these Contracts. These charges include
daily deductions  from the  Separate  Account (the  mortality and  expense  risk
charge  and an administrative  charge), any annual  maintenance fee, and premium
and other  taxes. The  Funds also  incur  certain fees  and expenses  which  are
deducted  directly from the Funds. A deferred sales charge may apply upon a full
or partial withdrawal of the Account Value. (See the Fee Table and "Charges  and
Deductions.")

TRANSFERS

    Prior  to  the Annuity  Date, and  subject  to certain  limitations, Account
Values may  be  transferred among  the  Subaccounts and  the  Credited  Interest
Options without charge. Transfers can be requested in writing or by telephone in
accordance with the Company's transfer procedures. (See Appendices I, II and III
for  a full  description of  the restrictions  applicable to  transfers from the
Credited Interest Options.) (See "Transfers.")

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                                  SUMMARY - 1
<PAGE>
WITHDRAWALS

    The Contract Holder may withdraw all or a part of the Account Value prior to
the Annuity Date by  properly completing a disbursement  form and sending it  to
the  Company.  Limitations apply  to withdrawals  from  the Fixed  Plus Account.
Certain charges may  be assessed upon  withdrawal. The withdrawals  may also  be
subject to income tax. (See "Withdrawals.")

    The  Contract also offers  certain Additional Withdrawal  Options during the
Accumulation Period to persons  meeting certain criteria. Additional  Withdrawal
Options  are  not available  in  all states  and may  not  be suitable  in every
situation. (See "Additional Withdrawal Options.")

DEATH BENEFIT

    The Contract  provides that  a  Death Benefit  is  payable to  the  Contract
Beneficiary  upon  the death  of the  Participant before  the Annuity  Date. The
Contract Holder may direct  that we make such  payment to the Plan  Beneficiary.
The  amount of the Death  Benefit will be equal to  the Account Value. Until the
election of a method  of payment, the Account  Value will remain invested  under
the  Contract. The Contract Holder on behalf  of a Plan Beneficiary may elect to
receive the proceeds in a lump sum or under any of the payment options available
under the Contract. However, the Code requires that distributions begin within a
certain time period. (See "Death Benefit During Accumulation Period.")

    After Annuity Payments have commenced, a death benefit may be payable to the
Contract Beneficiary depending upon  the terms of the  Contract and the  Annuity
Option  selected. (See "Annuity Period--Death Benefit Payable During the Annuity
Period.")

THE ANNUITY PERIOD

    On the Annuity Date, the Contract Holder, on your behalf, may elect to begin
receiving Annuity Payments on either a  fixed, variable or combination of  fixed
and  variable basis. If  a variable payout  is selected, the  payments will vary
with the  investment  performance of  the  Subaccount(s) selected.  The  Company
reserves  the right  to limit  the number of  Subaccounts that  may be available
during the Annuity Period. (See "Annuity Period.")

TAXES

    Contributions and  earnings  are not  generally  taxed until  paid  or  made
available  under the employer's Plan. Withholding  for income tax may be imposed
on certain withdrawals. (See "Tax Status.")

INQUIRIES

    Questions, inquiries or requests for additional information can be  directed
to  your  agent or  local  representative, or  you  may contact  the  Company as
follows:

<TABLE>
 <S>                                         <C>
 -  Write to:                                Aetna Life Insurance and Annuity Company
                                             151 Farmington Avenue
                                             Hartford, Connecticut 06156-1277
                                             Attention: Customer Service

 -  Call Customer Service:                   1-800-525-4225 (for automated transfers or changes
                                             in the allocation of Account Values, call:
                                             1-800-262-3862)
</TABLE>

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                                  SUMMARY - 2
<PAGE>
                                   FEE TABLE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

This Fee Table describes  the various charges and  expenses associated with  the
Contract during the Accumulation Period. For amounts deducted during the Annuity
Period,  see "Charges  Deducted During the  Annuity Period". No  sales charge is
paid when the Contract is purchased.  Some expenses may vary as explained  under
"Charges  and Deductions." The  charges and expenses shown  below do not include
premium taxes that may  be applicable. For  more information regarding  expenses
paid out of assets of a particular Fund, see the Fund's prospectus.

DIRECT  CHARGES. These charges  are deducted daily from  the Account Value. They
include:

     DEFERRED  SALES  CHARGE.  The  deferred  sales  charge  is  deducted  as  a
     percentage  of  the amount  withdrawn. The  total  amount deducted  for the
     deferred sales charge will not exceed  8.5% of the total Purchase  Payments
     applied  to  the  Account.  The  amount of  the  deferred  sales  charge is
     calculated as follows:
<TABLE>
<CAPTION>
<S>                                       <C>
       INSTALLMENT PURCHASE PAYMENT ACCOUNTS

<CAPTION>
PURCHASE PAYMENT
PERIODS COMPLETED                         DEDUCTION
- ----------------------------------------  ---------
<S>                                       <C>
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 10                     2%
more than 10                                   0%
<CAPTION>

         SINGLE PURCHASE PAYMENT ACCOUNTS
ACCOUNT YEARS
COMPLETED                                 DEDUCTION
- ----------------------------------------  ---------
<S>                                       <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>

<TABLE>
<S>                                                                                         <C>
ANNUAL CONTRACT MAINTENANCE FEE--Installment Purchase Payment Accounts....................  $   20.00
                              --Single Purchase Payment Accounts..........................  $    0.00

The maintenance fee will generally be deducted annually from each Account during the
Accumulation Period. The amount of maintenance fee may be reduced or eliminated. See
"Charges and Deductions." The amount shown is the MAXIMUM maintenance fee that can be
deducted under the Contract.
</TABLE>

INDIRECT CHARGES. Each Subaccount pays these expenses out of its assets. The
charges are reflected in the Subaccount's daily Accumulation Unit Value and are
not charged directly to an Account. They include:

<TABLE>
<S>                                                                                         <C>
MORTALITY AND EXPENSE RISK FEES...........................................................      1.25%

ADMINISTRATIVE EXPENSE CHARGE. We currently do not impose an Administrative...............      0.00%
Expense Charge. However, we reserve the right to deduct a daily charge from the
Subaccounts, equivalent on an annual basis to not more than 0.25%.
                                                                                            ---------

TOTAL SEPARATE ACCOUNT CHARGES............................................................      1.25%
</TABLE>

- --------------------------------------------------------------------------------
                                 FEE TABLE - 1
<PAGE>
ANNUAL EXPENSES OF THE FUNDS

The following table illustrates the advisory fees and other expenses  applicable
to the Funds. 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, 1995. A Fund's "Other Expenses" include operating  costs
of  the Fund. These expenses are reflected in the Fund's net asset value and are
not deducted from the Account Value under the Contract.

<TABLE>
<CAPTION>
                                           INVESTMENT
                                            ADVISORY
                                            FEES(1)       OTHER EXPENSES   TOTAL FUND
                                         (AFTER EXPENSE   (AFTER EXPENSE     ANNUAL
                                         REIMBURSEMENT)   REIMBURSEMENT)    EXPENSES
                                         --------------   --------------   -----------
 <S>                                     <C>              <C>              <C>
 Aetna Variable Fund
 Aetna Income Shares
 Aetna Variable Encore Fund
 Aetna Investment Advisers Fund, Inc.
 Aetna Ascent Variable Portfolio(2)
 Aetna Crossroads Variable Portfolio(2)
 Aetna Legacy Variable Portfolio(2)
 Alger American Growth Portfolio
 Alger American Small Cap Portfolio
 Calvert Responsibly Invested Balanced
  Portfolio
 Fidelity VIP II Contrafund
  Portfolio(2)
 Fidelity VIP Equity-Income
  Portfolio(3)
 Fidelity VIP Growth Portfolio(3)
 Fidelity VIP Overseas Portfolio
 Janus Aspen Aggressive Growth
  Portfolio(4)
 Janus Aspen Balanced Portfolio(4)
 Janus Aspen Flexible Income
  Portfolio(4)
 Janus Aspen Growth Portfolio(4)
 Janus Aspen Short-Term Bond
  Portfolio(4)
 Janus Aspen Worldwide Growth
  Portfolio(4)
 Lexington Natural Resources Trust
 Neuberger & Berman Growth Portfolio
 Scudder International Portfolio
 TCI Growth(5)
</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)These  Funds have only limited operating  history; therefore the expenses are
   estimated for the current fiscal year.
(3) A portion of the brokerage commission the  Fund paid was used to reduce  its
    expenses.  Without this reduction, total  operating expenses would have been
    ___% for the Equity-Income Portfolio and ___% for the Growth Portfolio.
(4) 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, 1995 would  have been:  ___%, ___% and
    ___%, respectively, for Janus Aspen Aggressive Growth Portfolio; ___%,  ___%
    and  ___%, respectively, for Janus Aspen  Balanced Portfolio; ___%, ___% and
    ___%, respectively, for  Janus Aspen Flexible  Income Portfolio; ___%,  ___%
    and  ___%, respectively,  for Janus Aspen  Growth Portfolio;  ___%, ___% and
    ___%, respectively, for  Janus Aspen  Short-Term Bond  Portfolio; and  ___%,
    ___% and ___%, respectively, for Janus Aspen Worldwide Growth Portfolio.
(5) 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.

- --------------------------------------------------------------------------------
                                 FEE TABLE - 2
<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. For  the
purposes  of these Examples, the  maximum maintenance fee of  $20.00 that can be
deducted under the Contract has been  converted to a percentage of assets  equal
to    %.

<TABLE>
<CAPTION>
                                                         EXAMPLE A                               EXAMPLE B
                                           -------------------------------------   -------------------------------------
                                           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 AT THE END
                                           SHOWN, YOU  WOULD PAY  THE  FOLLOWING   OF  THE PERIODS SHOWN,  YOU WOULD PAY
                                           EXPENSES,  INCLUDING  ANY  APPLICABLE   THE  FOLLOWING EXPENSES  (NO DEFERRED
                                           DEFERRED SALES CHARGE:                  SALES 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
 Aetna Income Shares
 Aetna Variable Encore Fund
 Aetna Investment Advisers Fund, Inc.
 Aetna Ascent Variable Portfolio
 Aetna Crossroads Variable Portfolio
 Aetna Legacy Variable Portfolio
 Alger American Growth Portfolio
 Alger American Small Cap Portfolio
 Calvert Responsibly Invested Balanced
  Portfolio
 Fidelity VIP II Contrafund Portfolio
 Fidelity VIP Equity-Income Portfolio
 Fidelity VIP Growth Portfolio
 Fidelity VIP Overseas Portfolio
 Janus Aspen Aggressive Growth Portfolio
 Janus Aspen Balanced Portfolio
 Janus Aspen Flexible Income Portfolio
 Janus Aspen Growth Portfolio
 Janus Aspen Short-Term Bond Portfolio
 Janus Aspen Worldwide Growth Portfolio
 Lexington Natural Resources Trust
 Neuberger & Berman Growth Portfolio
 Scudder International Portfolio
 TCI Growth
</TABLE>

- --------------------------
*This Example  would not  apply  if a  nonlifetime  variable annuity  option  is
 selected,  and  a lump-sum  settlement is  requested  within three  years after
 annuity payments  start  since  the  lump-sum payment  will  be  treated  as  a
 withdrawal  during the Accumulation Period and  will be subject to any deferred
 sales charge that would then apply. (Refer to Example A.)

- --------------------------------------------------------------------------------
                                 FEE TABLE - 3
<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, 1995  (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, 1995 AND THE INDEPENDENT
AUDITORS'  REPORT  THEREON,  ARE  INCLUDED   IN  THE  STATEMENT  OF   ADDITIONAL
INFORMATION.
<TABLE>
<CAPTION>
                                             1995          1994         1993          1992         1991
                                          -----------   ----------   -----------   ----------   -----------

<S>                                       <C>           <C>          <C>           <C>          <C>
AETNA VARIABLE FUND
Value at beginning of period                              $10.940      $10.378     $84.249       $67.496
Value at end of period                                    $10.698      $10.940     $10.378(2)    $84.249
Increase (decrease) in value of
 accumulation unit(1)                                       (2.21)%       5.41%           (2)      24.82%
Number of accumulation units outstanding
 at end of period                                       11,117,383     879,670       3,107       908,777

AETNA INCOME SHARES
Value at beginning of period                              $11.006      $10.160     $37.815       $32.066
Value at end of period                                    $10.457      $11.006     $10.160(3)    $37.815
Increase (decrease) in value of
 accumulation unit(1)                                       (4.99)%       8.33%           (3)      17.93%
Number of accumulation units outstanding
 at end of period                                       1,988,960      166,913       4,196       427,893

AETNA VARIABLE ENCORE FUND
Value at beginning of period                              $10.223      $10.031     $34.122       $32.431
Value at end of period                                    $10.509      $10.223     $10.031(4)    $34.122
Increase (decrease) in value of
 accumulation unit(1)                                        2.79 %       1.91%           (4)       5.21%
Number of accumulation units outstanding
 at end of period                                       1,822,449       90,782       2,808       548,425

AETNA INVESTMENT ADVISERS
 FUND, INC.
Value at beginning of period                              $11.164      $10.286     $12.717       $10.882
Value at end of period                                    $10.971      $11.164     $10.286(6)    $12.717
Increase (decrease) in value of
 accumulation unit(1)                                       (1.73)%       8.54%           (6)      16.86%
Number of accumulation units outstanding
 at end of period                                       3,541,703      318,711       6,537      1,324,822

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>
                                            1990        1989        1988         1987         1986
                                          ---------   ---------   ---------   ----------   ----------
<S>                                       <C>         <C>         <C>         <C>          <C>
AETNA VARIABLE FUND
Value at beginning of period              $66.174     $51.900     $45.839       $43.994      $37.445
Value at end of period                    $67.496     $66.174     $51.900       $45.839      $43,994
Increase (decrease) in value of
 accumulation unit(1)                        2.00%      27.50%      13.22%         4.19%       17.49%
Number of accumulation units outstanding
 at end of period                         810,126     831,547     887,039     1,020,744    1,273,920
AETNA INCOME SHARES
Value at beginning of period              $29.752     $26.291     $24.734       $23.888      $21.203
Value at end of period                    $32.066     $29,752     $26.291       $24.734      $23.888
Increase (decrease) in value of
 accumulation unit(1)                        7.78%      13.16%       6.29%         3.54%       12.66%
Number of accumulation units outstanding
 at end of period                         358,454     366,176     383,856       377,078      565,148
AETNA VARIABLE ENCORE FUND
Value at beginning of period              $30.285     $28.029     $26.401       $25.028      $23.660
Value at end of period                    $32.431     $30.285     $28.029       $26.401      $25.028
Increase (decrease) in value of
 accumulation unit(1)                        7.09%       8.05%       6.17%         5.49%        5.78%
Number of accumulation units outstanding
 at end of period                         722,438     653,619     720,726       898,557      881,853
AETNA INVESTMENT ADVISERS
 FUND, INC.
Value at beginning of period              $10.423     $10.000(5)
Value at end of period                    $10.882     $10.423
Increase (decrease) in value of
 accumulation unit(1)                        4.40%       4.23%
Number of accumulation units outstanding
 at end of period                         984,798     639,219
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>

- --------------------------------------------------------------------------------
                                AUV HISTORY - 1
<PAGE>
                  CONDENSED FINANCIAL INFORMATION (CONTINUED)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                             1995          1994          1993         1992
                                          ----------   ------------   ----------   ----------

<S>                                       <C>          <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

- --------------------------------------------------------------------------------
                                AUV HISTORY - 2
<PAGE>
                                  THE COMPANY
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

    Aetna Life Insurance and  Annuity Company (the "Company")  is the issuer  of
the  Contract, and as  such, it is  responsible for providing  the insurance and
annuity benefits  under the  Contract. The  Company is  a stock  life  insurance
company  organized under the insurance laws of the State of Connecticut in 1976.
Through a merger, it  succeeded to the business  of Aetna Variable Annuity  Life
Insurance  Company (formerly  Participating Annuity Life  Insurance Company), an
Arkansas life insurance company organized in 1954. The Company is engaged in the
business of issuing life  insurance policies and  variable annuity contracts  in
all  states of the United States.  The Company's principal executive offices are
located at 151 Farmington Avenue, Hartford, Connecticut 06156.

    The Company is a wholly owned subsidiary of Aetna Retirement Services, Inc.,
which is in turn a wholly owned subsidiary of Aetna Life and Casualty Company, a
diversified financial services company.

                           VARIABLE ANNUITY ACCOUNT B
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

    The Company established Variable Annuity Account B (the "Separate  Account")
in  1976 as a segregated  asset account for the  purpose of funding its variable
annuity contracts. The Separate Account is registered as a unit investment trust
under the  Investment  Company Act  of  1940 (the  "1940  Act"), and  meets  the
definition  of "separate  account" under  federal securities  laws. The Separate
Account is divided into  "subaccounts" which do not  invest directly in  stocks,
bonds  or other investments. Instead, each Subaccount buys and sells shares of a
corresponding Fund.

    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
conducted  by the Company. 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. All obligations arising  under
the Contracts are general corporate obligations of the Company.

                               INVESTMENT OPTIONS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

THE FUNDS

    Purchase  Payments may  be allocated  to one or  more of  the Subaccounts as
designated  on  the  Application.  In  turn,  the  Subaccounts  invest  in   the
corresponding Funds at net asset value.

    The  Contract Holder may decide to offer only a select number of Funds under
its Plan,  or it  may decide  to substitute  shares of  one Fund  for shares  of
another   Fund  currently  held  by  the  Separate  Account.  In  addition,  the
availability of Funds may be subject  to regulatory authorization. Funds may  be
added or withdrawn by the Company as permitted by applicable law. Therefore, not
all  Funds may be available in all jurisdictions, under all Contracts, or in all
Plans.

    The investment results  of the Funds  described below are  likely to  differ
significantly and there is no assurance that any of the Funds will achieve their
respective investment objectives. Except where otherwise noted, all of the Funds
are diversified, as defined in the 1940 Act.

- -AETNA  VARIABLE FUND  seeks to maximize  total return through  investments in a
 diversified portfolio of common stocks  and securities convertible into  common
 stock.(1)

- -AETNA  INCOME SHARES seeks to maximize total return, consistent with reasonable
 risk, through investments  in a diversified  portfolio consisting primarily  of
 debt securities.(1)

- -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.

- --------------------------------------------------------------------------------
                                       1
<PAGE>
- -AETNA INVESTMENT ADVISERS FUND, INC. is a managed 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.(1)

- -AETNA GENERATION  PORTFOLIOS INC.--AETNA  ASCENT  VARIABLE PORTFOLIO  seeks  to
 provide  capital appreciation by allocating  its investments among equities and
 fixed income securities. The Portfolio  is managed for investors who  generally
 have  an investment horizon  exceeding 15 years,  and who have  a high level of
 risk tolerance.(1)

- -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. The  Portfolio  is managed  for  investors who  generally  have  an
 investment  horizon exceeding 10  years and who  have a moderate  level of risk
 tolerance.(1)

- -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.  The  Portfolio  is
 managed  for investors who generally have  an investment horizon exceeding five
 years and who have a low level of risk tolerance.(1)

- -ALGER AMERICAN FUND--ALGER  AMERICAN GROWTH PORTFOLIO  seeks long-term  capital
 appreciation  by  investing in  a  diversified, actively  managed  portfolio of
 equity securities. The Portfolio primarily  invests in equity securities  which
 have a market capitalization of $1 billion or greater.(2)

- -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. The  Portfolio invests at
 least 65% of its net assets in  equity securities of companies that have  total
 market capitalization of less than $1 billion at the time of purchase.(2)

- -CALVERT  RESPONSIBLY INVESTED BALANCED PORTFOLIO is a non-diversified portfolio
 that seeks growth  of capital  through investment  in enterprises  that make  a
 significant  contribution to  society through  their products  and services and
 through the way they do business.(3)

- -FIDELITY INVESTMENTS' VARIABLE INSURANCE PRODUCTS FUND II--CONTRAFUND PORTFOLIO
 seeks maximum total  return over the  long term by  investing in securities  of
 companies that are undervalued or out-of-favor.(4)

- -FIDELITY INVESTMENTS' VARIABLE INSURANCE PRODUCTS FUND--EQUITY-INCOME PORTFOLIO
 seeks  reasonable  income  by investing  primarily  in  income-producing equity
 securities. In selecting investments, the Fund also considers the potential for
 capital appreciation.(4)

- -FIDELITY INVESTMENTS' VARIABLE INSURANCE PRODUCTS FUND--GROWTH PORTFOLIO  seeks
 capital  appreciation  by  investing  mainly  in  common  stocks,  although its
 investments are not restricted to any one type of security.(4)

- -FIDELITY INVESTMENTS'  VARIABLE  INSURANCE  PRODUCTS  FUND--OVERSEAS  PORTFOLIO
 seeks  long-term growth by investing mainly in foreign securities (at least 65%
 of the  Fund's  total assets  in  securities of  issuers  from at  least  three
 countries outside of North America).(4)

- -JANUS  ASPEN SERIES--AGGRESSIVE GROWTH PORTFOLIO is a non-diversified portfolio
 that seeks  long-term  growth  of  capital in  a  manner  consistent  with  the
 preservation  of  capital. The  Portfolio pursues  its investment  objective by
 normally investing at least  50% of its equity  assets in securities issued  by
 medium-sized   companies.  Medium-sized   companies  are   those  whose  market
 capitalizations fall within the range of companies in the S&P MidCap 400 Index,
 which  as   of  ______   included   companies  with   capitalizations   between
 approximately  ______ and ______, but which is  expected to change on a regular
 basis.(5)

- -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.(5)

- --------------------------------------------------------------------------------
                                       2
<PAGE>
- -JANUS ASPEN SERIES--FLEXIBLE INCOME  PORTFOLIO seeks long-term capital  growth,
 consistent  with preservation  of capital and  balanced by  current income. The
 Portfolio pursues its investment objective  by investing 40%-60% of its  assets
 in  equity securities selected primarily for their growth potential and 40%-60%
 of its  assets in  fixed-income  securities. Flexible  Income Series  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.(5)

- -JANUS ASPEN SERIES--GROWTH  PORTFOLIO seeks  long-term growth of  capital in  a
 manner  consistent with the preservation of  capital. The Portfolio pursues its
 investment objective by investing in common stocks of companies of any size.(5)

- -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.(5)

- -JANUS ASPEN  SERIES--WORLDWIDE  GROWTH  PORTFOLIO  seeks  long-term  growth  of
 capital  in a  manner consistent  with preservation  of capital.  The Portfolio
 pursues its investment objective primarily through investments in common stocks
 of foreign and domestic issuers.(5)

- -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.(6)

- -NEUBERGER & BERMAN  ADVISERS MANAGEMENT TRUST--  GROWTH PORTFOLIO seek  capital
 appreciation  without regard  to income.  The Portfolio  pursues its investment
 objective by  investing  in common  stocks,  often  of companies  that  may  be
 temporarily out of favor in the market.(7)

- -SCUDDER VARIABLE LIFE INVESTMENT FUND-- INTERNATIONAL PORTFOLIO seeks long-term
 growth  of capital primarily through diversified holdings of marketable foreign
 equity investments.(8)

- -TCI PORTFOLIOS,  INC.--TCI  GROWTH (A  TWENTIETH  CENTURY FUND)  seeks  capital
 growth.  The Fund seeks to achieve its  objective 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 the Fund's  investment manager, have  better than average potential
 for appreciation.(9)

Investment Advisers for each of the Funds:
 (1) Aetna Life Insurance and Annuity Company
 (2) Fred Alger Management, Inc.
 (3) Calvert Asset Management Company, Inc.
 (4) Fidelity Management & Research Company
 (5) Janus Capital Corporation
 (6) Lexington Management Corporation (adviser);
  Market Systems Research Advisors, Inc. (subadviser)
 (7) Neuberger & Berman Management Incorporated
 (8) Scudder, Stevens & Clark, Inc.
 (9) Investors Research Corporation

    RISKS ASSOCIATED WITH  INVESTMENT IN THE  FUNDS. Some of  the Funds may  use
instruments known as derivatives as part of their investment strategies. The use
of  certain derivatives may involve  high risk of volatility  to a Fund, and the
use of leverage in  connection with such derivatives  can also increase risk  of
losses. Some of the Funds may also invest in foreign or international securities
which involve greater risks than U.S. investments.

    More  comprehensive information, including a  discussion of potential risks,
is found in the  respective Fund prospectuses  which accompany this  Prospectus.
You  should  read  the  Fund  prospectuses  and  consider  carefully,  and  on a
continuing basis, which  Fund or  combination of Funds  is best  suited to  your
long-term investment objectives.

    CONFLICTS  OF INTEREST (MIXED  AND SHARED FUNDING). Shares  of the Funds are
sold to  each of  the Subaccounts  for funding  the variable  annuity  contracts
issued  by the Company. Shares of the Funds  may also be sold to other insurance
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 contracts
issued by  the Company  or  by third  parties. This  is  referred to  as  "mixed
funding."

    Because  the Funds  available under the  Contract are sold  to fund variable
annuity contracts and variable life insurance policies issued by us or by  other
companies,  certain conflicts of interest could arise. If a conflict of interest
were to occur, one of the separate  accounts might withdraw its investment in  a
Fund,   which  might   force  that   Fund  to   sell  portfolio   securities  at
disadvantageous prices, causing  its per  share value to  decrease. Each  Fund's
Board

- --------------------------------------------------------------------------------
                                       3
<PAGE>
of  Directors or Trustees has agreed to  monitor events in order to identify any
material irreconcilable  conflicts  which  might arise  and  to  determine  what
action, if any, should be taken to address such conflict.

CREDITED INTEREST OPTIONS

    Purchase  Payments may be allocated to one  or more of the Credited Interest
Options available under the  Contract, as described  below. The Contract  Holder
may elect not to offer all Credited Interest Options under its Plan.

- - The  Guaranteed  Accumulation  Account  (GAA) is  a  credited  interest option
  through which we guarantee stipulated rates of interest for stated periods  of
  time.  Amounts must remain in the GAA for the full guaranteed term to received
  the quoted interest rates, or a market value adjustment (which may be positive
  or negative) will be applied. (See Appendix I.)

- - The Fixed  Account is  a part  of  the Company's  general account.  The  Fixed
  Account  guarantees a minimum interest rate, as specified in the Contract. The
  Company may credit higher interest rates from time to time. Transfers from the
  Fixed Account are limited. (See Appendix II.)

- - The Fixed Plus Account  is also a  part of the  Company's general account  and
  guarantees  a minimum interest rate, as specified in the Contract. The Company
  may credit higher interest rates in its discretion. Withdrawals and  transfers
  from the Fixed Plus Account are limited. (See Appendix III.)

                                    PURCHASE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

CONTRACT AVAILABILITY

    The  Contracts are designed for (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").  The
Contract  is generally owned by the employer,  and an Account is established for
each Participant,  as directed  by  the Contract  Holder, to  identify  contract
values during the Accumulation Period. A Participant's record under the Contract
is known as his or her "Account."

    Under  Section 457  Plans and  Non-Section 457  Plans, the  employer has all
right, title and  interest in  the amounts  held under  the Contract  or in  the
Account.  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 available under  the
Contract  may not be available to you under the provisions of your Plan. Contact
your employer for information regarding your Plan.

CONTRACT PURCHASE

    Eligible organizations may acquire a  Contract by submitting an  application
to  the Company. Once we approve the forms, a Contract is issued to the employer
as the  Contract  Holder. You  may  participate in  the  Plan by  submitting  an
enrollment form to the Company.

    The  Company must accept or reject the application or enrollment form within
two business  days  of  receipt.  If  the  application  or  enrollment  form  is
incomplete,  the Company may  hold any forms  and accompanying Purchase Payments
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 forms.
Initial payments held for longer than  the five business days will be  deposited
in the Aetna Variable Encore Fund Subaccount until the forms are completed.

PURCHASE PAYMENTS

    Generally,  two types of  Purchase Payments may be  made under the Contract,
and depending upon  which type  of payment is  made, different  Accounts may  be
established  for each payment type. Continuing, periodic payments will be placed
in "Installment Purchase Payment  Accounts." Installment Purchase Payments  must
be  at least $100 per month ($1,200 annually) per Participant. No payment may be
less than $25. Lump-sum  transfers of amounts  accumulated under a  pre-existing
plan may be placed in

- --------------------------------------------------------------------------------
                                       4
<PAGE>
"Single  Purchase Payment Accounts" in  accordance with the Company's procedures
in effect at the time of purchase.

    The Code imposes a  maximum limit on annual  Purchase Payments which may  be
excluded  from a Participant's  gross income for  Section 457 Plan Participants.
Such limit is  generally the  lesser of  $7,500 or  33 1/3%  of your  includible
compensation (25% of gross compensation).

    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.")

    ALLOCATION  OF  PURCHASE  PAYMENTS.  Purchase  Payments  will  initially  be
allocated  to the Subaccounts  or Credited Interest Options  as specified by the
Contract Holder (or you, if authorized by the Contract Holder) on the enrollment
form. Changes  in  such  allocation may  be  made  in writing  or  by  telephone
transfer. Allocations must be in whole percentages, and there may be limitations
on the number of investment options that can be selected during the Accumulation
Period. (See "Transfers.")

RIGHT TO CANCEL

    The  Contract  Holder may  cancel participation  under the  Contract without
penalty by returning it to the Company with a written notice of cancellation. In
most states, Contract Holders have ten days to exercise this right; some  states
allow  a longer free-look period. When  we receive the request for cancellation,
we will return  the Account Value,  unless the laws  of the state  in which  the
Contract  was issued  require that  we return  the initial  Purchase Payment (if
greater than the  Account Value).  In states  that do  not require  a return  of
Purchase  Payments, the purchaser  bears the entire  investment risk for amounts
allocated among the Subaccounts during the free look period. Account Values will
be determined as  of the  Valuation Date  on which  we receive  the request  for
cancellation at our Home Office.

TRANSFER CREDITS

    The  Company may provide a transfer  credit on "transferred assets," subject
to certain conditions and state approvals.  Transferred assets are the value  of
contributions  made on your behalf  under this Plan or  a prior plan before such
amounts are applied to this Contract. The transfer credit equals a percentage of
the transferred assets  remaining in the  Contract after a  specified period  of
time.  Once a transfer credit is applied to your Contract, all provisions of the
Contract apply. This  benefit is  provided on  a nondiscriminatory  basis. If  a
transfer  credit is due under the Contract, you will be provided with additional
information specific to the Contract.

                             CHARGES AND DEDUCTIONS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

DAILY DEDUCTIONS FROM THE SEPARATE ACCOUNT

    MORTALITY AND EXPENSE RISK CHARGE.  The Company makes a daily deduction from
each of the Subaccounts for the mortality and expense risk charge. The charge is
equal, on an annual basis, to 1.25%  of the daily net assets of the  Subaccounts
and  compensates the Company  for the assumption of  mortality and expense risks
under the Contract.  The mortality risks  are those assumed  for our promise  to
make lifetime payments according to annuity rates specified in the Contract. The
expense  risk is the risk that the  actual expenses for costs incurred under the
Contract will exceed the maximum costs that can be charged under the Contract.

    If the amount deducted for mortality and expense risks is not sufficient  to
cover  the mortality  costs and  expense shortfalls,  the loss  is borne  by the
Company. If the deduction  is more than  sufficient, the excess  may be used  to
recover distribution expense relating to the Contracts and as a source of profit
for  the Company. The  Company expects to  make a profit  from the mortality and
expense risk charge.

    ADMINISTRATIVE CHARGE.  The Company reserves  the right to make a  deduction
from  each of the  Subaccounts for an  administrative charge. The administrative
charge compensates the Company for administrative expenses that exceed  revenues
from  the maintenance fee  described below. The  charge is set  at a level which
does not exceed the average expected  cost of the administrative services to  be
provided  while the Contract is in force. The  Company does not expect to make a
profit from this charge.

- --------------------------------------------------------------------------------
                                       5
<PAGE>
    Under the Contract,  the amount of  the administrative charge  may be of  an
amount  equal, on an annual basis, to a maximum of 0.25% of the daily net assets
of the  Subaccounts. There  is  currently no  administrative charge  during  the
Accumulation  Period or Annuity  Period. Once an Annuity  Option is elected, the
charge will  be established  and will  be effective  during the  entire  Annuity
Period.

MAINTENANCE FEE

    During   the  Accumulation  Period,  the   Company  will  deduct  an  annual
maintenance  fee  from  each  Installment   Purchase  Payment  Account  on   its
anniversary  date. The maintenance fee  is to reimburse the  Company for some of
its administrative expenses relating to the establishment and maintenance of the
Accounts.

    The maximum maintenance fee that can be deducted under the Contract is  $20.
However, the maintenance fee may be reduced or eliminated depending upon certain
criteria  described below. The  maintenance fee will  be deducted on  a pro rata
basis from each Subaccount and Credited Interest Option in which the Account  is
invested.  If the Account Value  is withdrawn, the full  Maintenance Fee will be
deducted at the time of withdrawal.

    REDUCTION OR ELIMINATION OF THE MAINTENANCE FEE. The annual maintenance  fee
may be reduced or eliminated under various conditions as agreed to by us and the
Contract  Holder  in  writing.  Any  reduction  or  elimination  of  the  annual
maintenance fee will  reflect differences in  administrative costs and  services
after taking into consideration factors such as the following:

- - the  size, characteristics,  and nature  of the group  to which  a Contract is
  issued;
- - the level of our anticipated expenses  in administering the Contract, such  as
  billing  for Purchase Payments, producing  periodic reports, providing for the
  direct payment  of Contract  charges  rather than  having them  deducted  from
  Contract  Values, and any other factors pertaining to the level and expense of
  administrative services which will be provided under the Contract.

    Any reduction  or  elimination of  maintenance  fees will  not  be  unfairly
discriminatory  against  any  person.  We  will  make  any  reduction  in annual
maintenance fees according to our own rules in effect at the time an Application
for a Contract is approved. We reserve the right to change these rules from time
to time.

DEFERRED SALES CHARGE

    Full and partial withdrawals of Account Values may be subject to a  Deferred
Sales  Charge. The Deferred Sales Charge is a percentage of the amount withdrawn
from the Subaccounts, the Fixed  Account or the Guaranteed Accumulation  Account
and is based on the number of completed Purchase Payment Periods for Installment
Purchase  Payment Accounts or Account Years for Single Purchase Payment Accounts
which have elapsed  since the  Purchase Payments  were made.  No Deferred  Sales
Charge  is  deducted from  amounts withdrawn  from the  Fixed Plus  Account. The
amount of  the  Deferred Sales  Charge  is  determined in  accordance  with  the
schedule set forth in the following tables:
<TABLE>
<CAPTION>
        INSTALLMENT PURCHASE PAYMENT ACCOUNTS
                                            DEFERRED
                                              SALES
  PURCHASE PAYMENT                           CHARGE
  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 more but less than 10                     2%
  more than 10                                   0%

<CAPTION>

           SINGLE PURCHASE PAYMENT ACCOUNTS
                                            DEFERRED
                                              SALES
  ACCOUNT YEARS                              CHARGE
  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>

    If  you transfer the total account value under another deferred compensation
annuity contract issued by  the Company to an  Account under this Contract,  the
effective date of the new Account will be the same effective date as your former
contract  for purposes of calculating the applicable deferred sales charge under
this Contract.

    A deferred sales charge will not be deducted from any portion of the Account
Value which is:

- - applied to provide Annuity benefits;

- - withdrawn on  or after  the tenth  anniversary of  the effective  date of  the
  Account or Plan Account;

- --------------------------------------------------------------------------------
                                       6
<PAGE>
- - paid due to the death of the Participant;

- - withdrawn  due  to  the  election  of  an  Additional  Withdrawal  Option (see
  "Additional Withdrawal Options");

- - paid where  the  Account Value  is  $3,500 or  less  and no  amount  has  been
  withdrawn  or used to purchase Annuity benefits 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) or applicable  to the  withdrawal of all
  Accounts under one Contract established with the Company.

- - withdrawn from an Installment Purchase Payment Account by a Participant who is
  at least age 59 1/2 and who has completed nine Purchase Payment Periods.

- - for Section 457  Plans only,  withdrawn due to  a hardship  resulting from  an
  unforeseeable emergency, as specified in the Code;

    The  deduction for  the deferred  sales charge will  not exceed  8.5% of the
total Purchase  Payments actually  made to  the Account.  The Company  does  not
anticipate   that  the   deferred  sales  charge   will  cover   all  sales  and
administrative expenses which  it incurs  in connection with  the Contract;  the
difference  will  be covered  by the  general  assets of  the Company  which are
attributable, in part, to the mortality and expense risk charge described above.

    REDUCTION OR ELIMINATION  OF THE DEFERRED  SALES CHARGE.   For a  particular
Plan,  we  may  reduce,  waive  or  eliminate  the  deferred  sales  charge. Any
reduction, waiver or  elimination of  such charges will  reflect differences  or
expected  differences  in  the  amounts  of  unrecovered  distribution  costs or
services of the types  that the charge is  intended to defray. When  considering
whether  to reduce or eliminate such charges or  to grant such a waiver, we will
take into account factors which may include the following:

- - the number of participants under the Plan;

- - the expected level of assets or cash flow under the Plan;

- - the level of agent involvement in sales activities;

- - the level of our sales-related expenses;

- - the specific distribution provisions under the Plan;

- - the Plan's purchase of  one or more other  variable annuity contracts from  us
  and the features of those contracts;

- - the level of employer involvement in determining eligibility for distributions
  under the Contract; and

- - our assessment of financial risk to the Company relating to surrenders.

    Any  reduction, waiver or elimination of  deferred sales charges will not be
unfairly discriminatory against any person.

    We may also negotiate  provisions regarding the  deferred sales charge  with
respect  to Contracts  issued to certain  employer groups  or associations which
have negotiated on behalf  of its employees. All  variations in, or  elimination
of,   provisions  regarding  the  deferred  sales  charge  resulting  from  such
negotiations will be offered  uniformly to all employees  within the group.  For
specific  information on fees applicable to  your Account please call the number
listed under the "Inquiries" section.

    We will make  any reduction in  deferred sales charge  according to our  own
rules  in  effect at  the time  an Application  for a  Contract is  approved. We
reserve the right to change these rules from time to time.

FUND EXPENSES

    Each Fund incurs  certain expenses  which are paid  out of  its net  assets.
These   expenses  include,  among  other  things,  the  investment  advisory  or
"management" fee. The expenses of the Funds are illustrated in the Fee Table  in
this Prospectus and described more fully in the accompanying Fund prospectuses.

PREMIUM AND OTHER TAXES

    Several  states and municipalities impose a  premium tax on Annuities. These
taxes currently range from 0%  to 4%. The Company  reserves the right to  deduct
premium  tax against  Purchase Payments  or Account Values  at any  time, but no
earlier than when we have a tax liability under state law. The Company's current
practice  is   to  deduct   for  premium   taxes  at   the  time   of   complete
withdrawal  or  annuitization.  In  addition to  the  premium  tax,  the Company
reserves the right to assess a charge for
any state or  federal taxes  due against the  Contract or  the Separate  Account
assets.

- --------------------------------------------------------------------------------
                                       7
<PAGE>
                               CONTRACT VALUATION
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

ACCOUNT VALUE

    Until  the Annuity  Date, the  Account Value  is the  total dollar  value of
amounts held in the Account as of  any Valuation Date. The Account Value at  any
given  time is based on the value of the units held in each Subaccount, plus the
value of amounts held in any of the Credited Interest Options.

ACCUMULATION UNITS

    The value of your interests  in a Subaccount is  expressed as the number  of
"Accumulation  Units" that you  hold multiplied by  an "Accumulation Unit Value"
(or "AUV")  for each  unit.  The AUV  on any  Valuation  Date is  determined  by
multiplying  the value  on the immediately  preceding Valuation Date  by the net
investment factor  of that  Subaccount for  the period  between the  immediately
preceding  Valuation Date and  the current Valuation  Date. (See "Net Investment
Factor" below.) The Accumulation Unit Value  will be affected by the  investment
performance, expenses and charges of the applicable Fund and is reduced each day
by  a percentage that accounts for the daily assessment of mortality and expense
risk charges and the administrative charge (if any).

    Initial Purchase  Payments will  be credited  to your  Account as  described
under   "Contract  Purchase."  Each  subsequent   Purchase  Payment  (or  amount
transferred) will be credited to  your Account at the  AUV computed on the  next
Valuation  Date following our  receipt of your payment  or transfer request. The
value of an Accumulation Unit may increase or decrease.

NET INVESTMENT FACTOR

    The net investment factor is used to measure the investment performance of a
Subaccount from one Valuation Date to the next. The net investment factor for  a
Subaccount  for any valuation period is equal to  the sum of 1.0000 plus the net
investment rate. The net investment rate equals:

    (a)  the net  assets of  the Fund  held  by the  Subaccount on  the  current
         Valuation Date, minus

    (b)  the  net assets  of the  Fund held by  the Subaccount  on the preceding
         Valuation Date, plus or minus

    (c)  taxes or provisions for taxes, if any, attributable to the operation of
         the Subaccount, divided by

    (d)  the AUV of the Subaccount on the preceding Valuation Date, minus

    (e)  a daily charge at the annual effective rate of 1.25% for mortality  and
         expense  risks  and up  to 0.25%  as  an administrative  expense charge
         (currently 0%).

    The net investment rate may be either positive or negative.

                                   TRANSFERS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

    At any time  prior to  the Annuity  Date, the  Contract Holder,  or you  (if
permitted  by the Contract Holder), can transfer amounts held under the Contract
from one Subaccount to another. Transfers between the Credited Interest  Options
and  the Subaccounts are subject to  certain restrictions. (See Appendices I, II
and III.) A request for transfer can be made either in writing or by  telephone.
The telephone transfer privilege is available automatically; no special election
is necessary. All transfers must be in accordance with the terms of the Contract
and your Plan, as applicable.

    The  Company currently allows unlimited  transfers of accumulated amounts to
available investment options without charge,  provided that the transfer  amount
is  not less than $500. However, the total number of investment options that may
be selected during the Accumulation Period may be limited, as set forth on  your
enrollment  materials. Any transfer will be based on the Accumulation Unit Value
next determined after the Company receives a valid transfer request at its  Home
Office.  Transfers  are  currently  not  available  during  the  Annuity Period;
however,  they  may  be  available  beginning  later  in  1996.  (See   "Annuity
Period--Annuity Options.")

- --------------------------------------------------------------------------------
                                       8
<PAGE>
DOLLAR COST AVERAGING PROGRAM

    You  may establish  automated transfers  of Account  Values on  a monthly or
quarterly  basis  through  the  Company's  Dollar  Cost  Averaging  Program,  if
available  under your Plan.  Dollar Cost Averaging  is a system  for investing a
fixed amount of money at  regular intervals over a  period of time. Dollar  Cost
Averaging  does not ensure  a profit nor  guarantee against loss  in a declining
market. You should consider your financial ability to continue purchases through
periods of low  price levels. For  additional information, please  refer to  the
Inquiries  Section of the Prospectus Summary  which describes how you can obtain
further information.

                                  WITHDRAWALS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

    Subject to the limitations on withdrawals  from the Fixed Plus Account,  the
Contract  Holder may withdraw all or a portion  of the Account Value at any time
during the Accumulation Period. To request a withdrawal, the Contract Holder, on
your behalf, must property complete a disbursement form and send it to our  Home
Office.  Payments for  withdrawal requests will  be made in  accordance with SEC
requirements, but  normally not  later than  seven calendar  days following  our
receipt of a disbursement form.

    Withdrawals may be requested in one of the following forms:

- -FULL  WITHDRAWAL OF  THE CONTRACT  OR AN  ACCOUNT: The  amount paid  for a full
 withdrawal will  be the  Account  Value(s) allocated  to the  Subaccounts,  the
 Guaranteed  Accumulation Account (plus or minus a market value adjustment) (see
 Appendix I), and the Fixed Account, minus any applicable deferred sales  charge
 and  maintenance fee  due, plus  the amount  available for  withdrawal from the
 Fixed Plus Account (see Appendix III).

- -PARTIAL WITHDRAWALS (Percentage): The amount paid will be the percentage of the
 Account Value(s) requested minus any applicable deferred sales charge; however,
 the amount available for withdrawal from the Fixed Plus Account is limited (see
 Appendix III).

- -PARTIAL WITHDRAWAL  (Specified Dollar  Amount):  The amount  paid will  be  the
 dollar  amount requested. However,  the amount withdrawn  from the Account will
 equal the  amount requested  plus  any applicable  deferred sales  charge.  The
 amount  available for  withdrawal from the  Fixed Plus Account  is limited (see
 Appendix III).

    For any partial  withdrawal, the  value of the  Accumulation Units  canceled
will  be  withdrawn proportionately  from the  Subaccounts or  Credited Interest
Options in which Purchase Payments are allocated, unless otherwise requested  in
writing by the Contract Holder. All amounts paid will be based on Account Values
as  of the next Valuation Date after we  receive a request for withdrawal at our
Home Office, or on such later date as the disbursement form may specify.

                         ADDITIONAL WITHDRAWAL OPTIONS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

    The Company offers certain  withdrawal options under  the Contract that  are
not  considered annuity  options ("Additional Withdrawal  Options"). To exercise
these options, the Account  Value must meet the  minimum dollar amounts and  age
criteria applicable to that option.

    The  Additional Withdrawal  Options currently  available under  the Contract
include the following:

- -SWO--SYSTEMATIC WITHDRAWAL OPTION. SWO is a series of partial withdrawals  from
 the  Account based on a payment method you select. It is designed for those who
 want a  periodic  income while  retaining  investment flexibility  for  amounts
 accumulated under a Contract.

- -ECO--ESTATE   CONSERVATION  OPTION.  ECO  is  available  to  Section  457  Plan
 Participants only. It  offers the  same investment  flexibility as  SWO but  is
 designed  for those who want to receive  only the minimum distribution that the
 Code requires  each  year.  Under  ECO,  the  Company  calculates  the  minimum
 distribution amount required by law at age 70 1/2 (or retirement, if later, for
 church plans), and pays you that amount once a year. (See "Tax Status.")

    Other  Additional  Withdrawal  Options  may  be  added  from  time  to time.
Additional information relating to any

- --------------------------------------------------------------------------------
                                       9
<PAGE>
of  the  Additional  Withdrawal  Options   may  be  obtained  from  your   local
representative or from the Company at its Home Office.

    If  you select  one of the  Additional Withdrawal Options,  the Account will
retain all of the rights and flexibility permitted under the Contract during the
Accumulation Period.  The Account  Value  will continue  to  be subject  to  the
charges and deductions described in this Prospectus.

    Once elected, an Additional Withdrawal Option may be revoked by the Contract
Holder  at any  time by  submitting a  written request  to our  Home Office. Any
revocation will  apply only  to  the amount  not yet  paid.  Once an  option  is
revoked,  it may not be  elected again, nor may  any other Additional Withdrawal
Options  be  elected.  The  Company  reserves  the  right  to  discontinue   the
availability  of one or all of these  Additional Withdrawal Options at any time,
and/or to  change  the terms  of  future  elections. To  determine  whether  the
Additional  Withdrawal Options are available under  your Plan, and to assess the
terms and conditions that  may apply, you should  check with your employer.  Any
pay-out  election  that you  make  under a  deferred  compensation plan  must be
irrevocable.

                    DEATH BENEFIT DURING ACCUMULATION PERIOD
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

    The Contract  provides that  a  death benefit  is  payable to  the  Contract
Beneficiary(ies)  upon the death of the Participant before the Annuity Date. The
Contract Holder may direct  that we make such  payment to the Plan  Beneficiary.
The  amount  of the  death benefit  will be  equal to  the Account  Value. Death
benefit proceeds may be paid to the beneficiary:

- - in a lump sum;

- - in accordance with any of the Annuity Options available under the Contract; or

- - under any Additional Withdrawal Options  available under the Contract (if  the
  Plan Beneficiary is your spouse).

    The  Contract Holder on  behalf of a  Plan Beneficiary may  instead elect to
leave the Account Value invested in  the Contract. However, the Code limits  how
long the death benefit proceeds may be left in this option (see below).

    When paying the Contract Beneficiary, we will determine the Account Value on
the  Valuation  Date following  the  date on  which  we receive  proof  of death
acceptable to the Company. Interest, if any, will be paid from the date of death
at a rate no  less than required by  law. We will mail  payment to the  Contract
Beneficiary within seven days after we receive proof of death.

    The Code requires that distribution of death proceeds begin within a certain
period  of time. 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.

    For  SECTION 457 PLANS, generally, either payments must begin by December 31
of the  year following  the year  of your  death, or  the entire  value of  your
benefits must be distributed by December 31 of the fifth year following the year
of  your  death. If  your Plan  Beneficiary is  your  spouse, he  or she  is not
required to  begin distributions  until the  year you  would have  attained  age
70  1/2. In no event may payments extend  beyond the life expectancy of the Plan
Beneficiary or  any period  certain  greater than  the Plan  Beneficiary's  life
expectancy.

    If no elections are made, no distributions will be made. Failure to commence
distributions  within  the  above  time periods  can  result  in  tax penalties.
Regardless of the method  of payment, death benefit  proceeds will generally  be
taxed  to  the beneficiary  in  the same  manner as  if  you had  received those
payments. (See "Tax Status.")

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                                       10
<PAGE>
                                 ANNUITY PERIOD
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

ANNUITY PERIOD ELECTIONS

    For Section  457 Plans,  the  Code generally  requires that  minimum  annual
distributions  of the Account Value must begin by April 1st of the calendar year
following the  calendar year  in which  a  Participant attains  age 70  1/2.  In
addition,  distributions must be in a form  and amount sufficient to satisfy the
Code requirements.  These  requirements may  be  satisfied by  the  election  of
certain Annuity Options or Additional Withdrawal Options. (See "Tax Status.")

    At  least 30 days prior to the Annuity Date, the Contract Holder must notify
us in writing of the following:

- - the date on which you would like to start receiving annuity payments;

- - the Annuity Option  under which you  want your payments  to be calculated  and
  paid;

- - whether  the  payments are  to be  made  monthly, quarterly,  semi-annually or
  annually; and

- - the investment  option(s) used  to  provide annuity  payments (i.e.,  a  fixed
  annuity  using the general account or any  of the Subaccounts available at the
  time of annuitization).  As of  the date  of this  Prospectus, Aetna  Variable
  Fund,  Aetna Income  Shares and Aetna  Investment Advisers Fund,  Inc. are the
  only Subaccounts available; however,  additional Subaccounts may be  available
  under some Annuity Options in the future (See "Annuity Options").

Annuity payments will not begin until an Annuity Option has been selected. Until
a  date and option are elected, the Account or Plan Account will continue in the
Accumulation Period. Once annuity payments begin, the Annuity Option may not  be
changed,  nor may  transfers be made  among the  investment options(s) selected.
(See "Annuity Options"  below for  more information about  transfers during  the
Annuity Period.)

ANNUITY OPTIONS

    The Contract Holder may choose one of the following Annuity Options:

LIFETIME ANNUITY OPTIONS:

- -OPTION  1--Life  Annuity--An annuity  with payments  ending on  the Annuitant's
 death.

- -OPTION 2--Life  Annuity with  Guaranteed Payments--  An annuity  with  payments
 guaranteed  for 5, 10, 15 or 20 years, or such other periods as the Company may
 offer at the time of annuitization.

- -OPTION 3--Life Income based  Upon the Lives of  Two Payees--An annuity will  be
 paid  during the  lives of  the Annuitant  and a  second Annuitant,  with 100%,
 66 2/3% or 50% of the payment to continue after the first death, or 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.

- -OPTION 4--Life  Income based  Upon the  Lives of  Two Payees--An  annuity  with
 payments  for a  minimum of 120  months, with  100% of the  payment to continue
 after the first death.

    If Option 1 or 3  is elected, it is possible  that only one Annuity  Payment
will  be made if the Annuitant under  Option 1, or the surviving Annuitant under
Option 3, should die prior to the  due date of the second Annuity Payment.  Once
lifetime  Annuity  payments  begin,  the Annuitant  cannot  elect  to  receive a
lump-sum settlement.

NONLIFETIME ANNUITY OPTIONS:

- -OPTION 1--Payments  for  a  Specified  Period--payments  will  continue  for  a
 specified period of time, as provided for under your Contract.

    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. For amounts held in the Fixed Plus Account,
the  annuity must be  paid on a  fixed basis and  payments may be  made for 5-30
years. For amounts held in the Subaccounts, the Guaranteed Accumulation  Account
or  the Fixed Account, an  annuity may be selected on  a fixed or variable basis
and payments may be made for 3-30 years. 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--Deferred Sales Charge.") The

- --------------------------------------------------------------------------------
                                       11
<PAGE>
nonlifetime options is not available on a variable basis under a Contract  which
provides for immediate Annuity benefits.

    We may also offer additional Annuity Options under the Contract from time to
time.  Beginning in  May 1996, the  Company expects to  offer additional Annuity
Options and  enhanced  versions  of  the Annuity  Options  listed  above.  These
additional  Annuity Options and  enhanced versions of  the existing options will
have  additional  Subaccounts  available   and  will  allow  transfers   between
Subaccounts  during  the Annuity  Period.  (Additional Subaccounts  and transfer
capability are expected  during the  second half  of 1996.)  Such additional  or
enhanced options will be made available by an endorsement to the Contract, which
will  include the guaranteed annuity payout  rates and other terms applicable to
such options. (Depending on which guaranteed payout rates apply to the  existing
options,  the guaranteed payout rates  for the new and  enhanced options will be
the same or lower.) Please refer to  the Contract, or call the number listed  in
the  "Inquiries" section of  the Prospectus Summary,  to determine which options
are available and  the terms  of such  options. It  is not  expected that  these
additional  or enhanced options will be made available to those who have already
commenced receiving Annuity Payments.

ANNUITY PAYMENTS

    DATE PAYOUTS START.  When payments start, the age of the Annuitant plus  the
number  of years for which  payments are guaranteed must  not exceed 95. Annuity
payments may not  extend beyond (a)  the life  of the Annuitant,  (b) the  joint
lives  of the Annuitant and  beneficiary, (c) a period  certain greater than the
Annuitant's life expectancy, or (d) a period certain greater than the joint life
expectancies of the Annuitant and beneficiary.

    AMOUNT OF EACH ANNUITY PAYMENT.  The  amount of each payment depends on  the
size  of  the Account  Value, how  you  allocate it  between fixed  and variable
payouts, and  the annuity  option chosen.  No election  may be  made that  would
result  in the first Annuity  payment of less than  $20, or total yearly Annuity
payments of less than $100. If the Account or Plan Account Value on the  Annuity
Date  is insufficient  to elect  an option for  the minimum  amount specified, a
lump-sum payment must be elected.

    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
selected (3 1/2% 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 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.  (See  the
Statement  of Additional  Information for  further discussion  on the  impact of
selecting an assumed net investment rate.)

CHARGES DEDUCTED DURING THE ANNUITY PERIOD

    We make a daily deduction for  mortality and expense risks from any  amounts
held  on  a variable  basis.  Therefore, electing  the  nonlifetime option  on a
variable basis will result in  a deduction being made  even though we assume  no
mortality  risk. We may  also deduct a daily  administrative charge from amounts
held under the variable options. (See "Charges and Deductions.")

DEATH BENEFIT PAYABLE DURING THE
ANNUITY PERIOD

    If an Annuitant dies  after Annuity Payments have  begun, any death  benefit
payable  will  depend  on the  terms  of  the Contract  and  the  Annuity Option
selected. If Option 1 or  Option 3 was elected,  Annuity Payments will cease  on
the  death  of  the Annuitant  under  Option 1  or  the death  of  the surviving
Annuitant under Option 3.

    If Lifetime Option 2 or Option 4 was elected and the death of the  Annuitant
under  Option 2, or the surviving Annuitant  under Option 4, occurs prior to the
end of the guaranteed minimum payment period, we will pay to the beneficiary  in
a  lump sum,  unless otherwise  requested, the  present value  of the guaranteed
annuity payments remaining.

    If the nonlifetime  option was elected,  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 (unless  otherwise requested),  and no  deferred sales
charge will be imposed.

    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

- --------------------------------------------------------------------------------
                                       12
<PAGE>
Payments must be distributed  to your beneficiary at  least as rapidly as  under
the original method of distribution and in substantially nonincreasing amounts.

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

    The  value of any death  benefit proceeds will be  determined as of the next
Valuation Date after  we receive  acceptable proof of  death and  a request  for
payment.  Under Options 2 and 4, such value will be reduced by any payments made
after the date of death.

                                   TAX STATUS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

INTRODUCTION

    The following  provides a  general discussion  and is  not intended  as  tax
advice.  This discussion reflects the Company's understanding of current federal
income tax law. Such laws may change in the future, and it is possible that  any
change  could be retroactive (i.e., effective prior  to the date of the change).
The Company makes no  guarantee regarding the tax  treatment of any Contract  or
transaction involving a Contract. The ultimate effect of federal income taxes on
the  amounts held  under a  Contract, on Annuity  Payments, and  on the economic
benefit to the Contract Holder, Participant  or Beneficiary may depend upon  the
tax  status of  the individual concerned.  Any person concerned  about these tax
implications should  consult  a  competent tax  adviser  before  initiating  any
transaction.

TAXATION OF THE COMPANY

    The  Company is taxed as a life  insurance company under the Code. Since the
Separate Account is  not an entity  separate from  the Company, it  will not  be
taxed  separately as a "regulated investment company" under the Code. Investment
income and realized capital gains are automatically applied to increase reserves
under the Contracts. Under existing federal income tax law, the Company believes
that the Separate Accounts 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.

    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.

CONTRACTS USED WITH CERTAIN RETIREMENT PLANS

    IN GENERAL:  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

- --------------------------------------------------------------------------------
                                       13
<PAGE>
    (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 Company makes no attempt to provide more than general information  about
use of the Contracts with the various types of retirement plans. Participants as
well  as  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, in addition to the terms and conditions of the Contract issued
in connection with such plans. Some retirement plans are subject to distribution
and  other  requirements that  are  not incorporated  in  the provisions  of the
Contracts.  Purchasers  are  responsible  for  determining  that  contributions,
distributions  and  other transactions  with  respect to  the  Contracts satisfy
applicable laws and should consult their legal counsel and tax adviser regarding
the suitability of the Contract.

SECTION 457 PLANS

    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 distribution. 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 (state taxes, if applicable).

    The  Code imposes a maximum  limit on annual Purchase  Payments which 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 includible compensation
(25% of gross compensation).

    MINIMUM DISTRIBUTION REQUIREMENTS:  The Code has required distribution rules
for Section 457  Plans. Distributions  must generally begin  by April  1 of  the
calendar  year following the calendar  year in which you  attain age 70 1/2. For
governmental or  church  plans, distributions  must  begin  by April  1  of  the
calendar  year following  the calendar year  in which  you attain age  70 1/2 or
retire, whichever occurs later.

    In general, annuity payments must be distributed over your life or the joint
lives of you and your beneficiary, or  over a period not greater than your  life
expectancy  or the  joint life  expectancies of  you and  your Plan Beneficiary.
Also, any distribution payable over a period of more than one year must be  made
in substantially non-increasing amounts.

    If   you  die  after  the   required  minimum  distribution  has  commenced,
distributions to your Plan Beneficiary must be made at least as rapidly as under
the method of distribution in effect at the time of your death. However, if  the
minimum  required distribution is calculated each year based on your single life
expectancy or the joint life expectancies of you and your Plan Beneficiary,  the
regulations  for Code Section  401(a)(9) provide specific  rules for calculating
the minimum  required distributions  at your  death. For  example, if  you  have
elected  ECO with the calculation based on  your single life expectancy, and the
life expectancy is  recalculated each  year, your  recalculated life  expectancy
becomes  zero in the calendar year following your death and the entire remaining
interest must be  distributed to  your beneficiary by  December 31  of the  year
following  your death.  The rules  are complex and  you should  consult your tax
adviser before  electing  the  method  of calculation  to  satisfy  the  minimum
distribution requirements.

    If  you die  before the  required minimum  distribution has  commenced, your
entire interest  must  be  distributed  by December  31  of  the  calendar  year
containing  the  fifth anniversary  of the  date  of your  death. Alternatively,
payments may be made over the life of the Plan Beneficiary or over a period  not
extending  beyond the life expectancy of the  Plan Beneficiary (not to exceed 15
years for  a  non-spousal  beneficiary)  provided  the  distribution  begins  by
December  31 of the calendar year following  the calendar year of your death, or
December 31 of the calendar year in which you would have attained age 70 1/2.

    If you fail to receive the minimum required distribution for any tax year, a
50% excise tax is imposed on the required amount that was not distributed.

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                                       14
<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 (25%  of gross  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 Contract Holder, 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 Contract's 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.

- --------------------------------------------------------------------------------
                                       15
<PAGE>
                                 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

    The  Company may change the Contract as required by federal or state law. In
addition, the Company may, upon 30  days written notice to the Contract  Holder,
make  other changes to group Contracts that  would apply only to individuals who
become Participants  under  that  Contract  after the  effective  date  of  such
changes.  If the Contract Holder does not agree to a change, no new Participants
will be covered under the Contract. Certain changes will require the approval of
appropriate state or federal regulatory authorities.

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 Purchase
Payments made  after the  first  year and,  under group  contracts,  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 entity for  certain
services   in  connection  with  administering  the  Contracts.  In  both  these
circumstances there may be an understanding that the Distributor or entity 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.

PERFORMANCE REPORTING

    From  time to time, the Company  may advertise different types of historical
performance for  the  Subaccounts  of  the Separate  Account.  The  Company  may
advertise  the "standardized average  annual total returns"  of the Subaccounts,
calculated in a manner prescribed by

- --------------------------------------------------------------------------------
                                       16
<PAGE>
the SEC, as well as the "non-standardized returns." "Standardized average annual
total returns"  are computed  according to  a formula  in which  a  hypothetical
investment of $1,000 is applied to the Subaccount and then related to the ending
redeemable  values over the most recent one, five and ten-year periods (or since
inception, if  less  than ten  years).  Standardized returns  will  reflect  the
reduction  of  all recurring  charges during  each  period (e.g.,  mortality and
expense risk charges, annual maintenance fees, administrative expense charge (if
any) and any applicable deferred sales charge). "Non-standardized returns"  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  monthly, quarterly, year to date  and
three-year periods.

    The   Company  may  also  advertise   certain  ratings,  rankings  or  other
information related  to  the Company,  the  Subaccounts or  the  Funds.  Further
details  regarding performance  reporting and  advertising are  described in the
Statement of Additional Information.

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 Owner and the interest of
the Annuitant and any Beneficiary will be subject to the rights of any  assignee
of record.

DELAY OR SUSPENSION OF PAYMENTS

    The  Company reserves the right  to suspend or postpone  the date of payment
for any benefit or values (a) on any Valuation Date on which the New York  Stock
Exchange  ("Exchange")  is  closed  (other than  customary  weekend  and holiday
closings) or when trading on the  Exchange is restricted; (b) when an  emergency
exists,  as determined by  the SEC, so  that disposal of  securities held in the
Subaccounts is not reasonably practicable  or is not reasonably practicable  for
the  value of the Subaccount's  assets; or (c) during  such other periods as the
SEC may by  order permit for  the protection of  investors The conditions  under
which restricted trading or an emergency exists shall be determined by the rules
and regulations of the SEC.

LEGAL MATTERS AND PROCEEDINGS

    The  Company knows  of no  material legal  proceedings pending  to which the
Separate Account or the Company is a party or which would materially affect  the
Separate  Account. The validity of the securities offered by this Prospectus has
been passed upon by Susan E. Bryant, Esq., Counsel to the Company.

- --------------------------------------------------------------------------------
                                       17
<PAGE>
              CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

The Statement of  Additional Information contains  more specific information  on
the  Separate Account and the  Contract, as well as  the financial statements of
the Separate Account and the Company. A list  of the contents of the SAI is  set
forth below:

        General Information and History
        Variable Annuity Account B
        Offering and Purchase of Contracts
        Performance Data
            General
            Average Annual Total Return Quotations
        Annuity Payments
        Dollar Cost Averaging
        Sales Material and Advertising
        Independent Auditors
        Financial Statements of the Separate Account
        Financial Statements of the Company

- --------------------------------------------------------------------------------
                                       18
<PAGE>
                                   APPENDIX I
                        GUARANTEED ACCUMULATION ACCOUNT
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

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

    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  (the "deposit period"),  amounts may  be
applied  to  any or  all available  Guaranteed Terms  within the  Short-Term and
Long-Term Classifications. Short-Term GAA has Guaranteed Terms from one to three
years, and Long-Term GAA has Guaranteed Terms from three to ten years.

    Purchase Payments must remain in GAA for the full Guaranteed Term to receive
the quoted  interest rates.  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 federal tax liabilities.

    By  notifying us at  our Home Office at  least 30 days  prior to the Annuity
Date, you  may  elect  a  variable  annuity and  have  amounts  that  have  been
accumulating  under GAA transferred to one  or more of the Subaccounts available
during the Annuity Period. 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.

- --------------------------------------------------------------------------------
                                       19
<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.

    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.

    In addition, if allowed by state law, the Company may pay any Fixed  Account
withdrawal  value in equal payments, with interest,  over a period not to exceed
60 months, when:

(a) the Fixed Account withdrawal value for the Contract or for the total of  the
    Accounts  under  the  Contract exceeds  $250,000  on  the day  prior  to the
    withdrawal; and

(b) the sum of the current Fixed  Account withdrawal and the total of all  Fixed
    Account  withdrawals from  the Contract  or any  Account under  the Contract
    within the past 12 calendar  months exceeds 20% of  the amount in the  Fixed
    Account on the day prior to the current withdrawal.

    Interest,  as used above, will not be  more than two percentage points below
any rate determined prospectively  by the Board of  Directors for this class  of
Contract.  In no event will the interest rate be less than the minimum stated in
the Contract.

    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-- Deferred Sales Charge."

TRANSFERS AMONG INVESTMENT OPTIONS
    Transfers from the Fixed Account to any other available investment option(s)
are  allowed in each calendar year during  the Accumulations Period. There is no
limit to the number of transfers that you can make out of the Fixed Account in a
calendar year; however  the amount you  are allowed to  transfer from the  Fixed
Account  is the current  value of your  Fixed Account multiplied  by the current
maximum percentage of  the transfer  allowed (the "window")  minus any  previous
transfers made during the calendar year. Transfers to the Fixed Plus Account (if
available  under  the  Contract)  will  be  permitted  without  regard  to  this
limitation.

    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 Subaccounts available during the
Annuity Period to provide variable Annuity Payments.

- --------------------------------------------------------------------------------
                                       20
<PAGE>
                                  APPENDIX III
                               FIXED PLUS ACCOUNT
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

THE FOLLOWING SUMMARIZES MATERIAL INFORMATION CONCERNING THE FIXED PLUS ACCOUNT.
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 MAY,  HOWEVER, 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 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 any Additional Withdrawal Option.

    The 20% limit is waived if the partial withdrawal is due to annuitization or
death. The waiver upon death will only  be exercised once and must occur  within
six  months after the Participant's date of 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, with interest, in five annual payments that will be equal to:

1.   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;

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

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

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

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

    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.

- --------------------------------------------------------------------------------
                                       21
<PAGE>
    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, within  6 months of the
    date of death;

(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 an  Additional
Withdrawal  Option. We will waive  the 20% transfer limit  when the value in the
Fixed Plus Account is $1,000 or less.

    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
Subaccounts  available during the  Annuity Period, to  provide lifetime variable
Annuity payments.

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.

- --------------------------------------------------------------------------------
                                       22
<PAGE>
                          FOR MASTER APPLICATIONS ONLY

    I HEREBY ACKNOWLEDGE RECEIPT OF AN ACCOUNT B GROUP DEFERRED VARIABLE ANNUITY
PROSPECTUS  DATED  MAY  1,  1996  FOR  SECTION  457  EMPLOYER-SPONSORED DEFERRED
COMPENSATION PLANS,  AS  WELL AS  ALL  CURRENT PROSPECTUSES  PERTAINING  TO  THE
VARIABLE INVESTMENT OPTIONS AVAILABLE UNDER THE CONTRACTS.

- ---- PLEASE  SEND AN  ACCOUNT B  STATEMENT OF  ADDITIONAL INFORMATION  (FORM NO.
     75996(S)) DATED MAY 1, 1996.

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

                          CONTRACT HOLDER'S SIGNATURE

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

                                      DATE

75996-2 (5/96)
<PAGE>
- --------------------------------------------------------------------------------

                           VARIABLE ANNUITY ACCOUNT B
                                       OF
                    AETNA LIFE INSURANCE AND ANNUITY COMPANY

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

             STATEMENT OF ADDITIONAL INFORMATION DATED  MAY 1, 1996

                               AetnaPlus Contracts
        Group and Individual Variable Annuity Contracts Available under
                             Section 457 and 401(a)

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 May 1, 1996.

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
                                Customer Service
                              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. . . . . . . . . . . . . . . . . . . .    1
Variable Annuity Account B . . . . . . . . . . . . . . . . . . . . . .    1
Offering and Purchase of Contracts . . . . . . . . . . . . . . . . . .    2
Performance Data . . . . . . . . . . . . . . . . . . . . . . . . . . .    2
   General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    2
   Average Annual Total Return Quotations. . . . . . . . . . . . . . .    3
Annuity Payments . . . . . . . . . . . . . . . . . . . . . . . . . . .    7
Sales Material and Advertising . . . . . . . . . . . . . . . . . . . .    8
Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . .    8
Financial Statements of the Separate Account . . . . . . . . . . . . .  S-1
Financial Statements of Aetna Life Insurance and Annuity Company . . .  F-1

<PAGE>


                         GENERAL INFORMATION AND HISTORY

Aetna Life Insurance and Annuity Company (the "Company") is a stock life
insurance company which was organized under the insurance laws of the State of
Connecticut in 1976.  Through a merger, it succeeded to the business of Aetna
Variable Annuity Life Insurance Company (formerly Participating Annuity Life
Insurance Company organized in 1954).  As of December 31, 1995, the Company
managed over $___ billion of assets, and as of December 31, 1994, it ranked
among the top 2% of all U.S. life insurance companies by size.  The Company is a
wholly owned subsidiary of Aetna Retirement Services, Inc., which is in turn a
wholly owned subsidiary of Aetna Life and Casualty Company.  The Company is
engaged in the business of issuing life insurance policies and annuity contracts
in all states of the United States.  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 (see
"Variable Annuity Account B" below).

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 up 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.

                           VARIABLE ANNUITY ACCOUNT B

Variable Annuity Account B (the "Separate Account") is a separate account
established by the Company for the purpose of funding variable annuity contracts
issued by the Company.  The Separate Account is registered with the Securities
and Exchange Commission as a unit investment trust under the Investment Company
Act of 1940, as amended.  The assets of each of the Subaccounts of the Separate
Account will be invested exclusively in shares of the mutual funds described in
the Prospectus.  Purchase Payments made under the Contract may be allocated to
one or more of the Subaccounts.  The Company may make additions to or deletions
from available investment options as permitted by law.  The availability of the
Funds is subject to applicable regulatory authorization.  Not all Funds are
available in all jurisdictions, under all Contracts, or under all Plans.  The
Funds currently available under the Contract are as follows:


                                       1
<PAGE>

<TABLE>
<CAPTION>

<S>                                                    <C>
Aetna Variable Fund                                    Fidelity VIP Growth Portfolio
Aetna Income Shares                                    Fidelity VIP Overseas Portfolio
Aetna Variable Encore Fund                             Janus Aspen Aggressive Growth Portfolio
Aetna Investment Advisers Fund, Inc.                   Janus Aspen Balanced Portfolio
Aetna Ascent Variable Portfolio                        Janus Aspen Flexible Income Portfolio
Aetna Crossroads Variable Portfolio                    Janus Aspen Growth Portfolio
Aetna Legacy Variable Portfolio                        Janus Aspen Short-Term Bond Portfolio
Alger American Growth Portfolio                        Janus Aspen Worldwide Growth Portfolio
Alger American Small Cap Portfolio                     Lexington Natural Resources Trust
Calvert Responsibly Invested Balanced Portfolio        Neuberger & Berman Growth Portfolio
Fidelity VIP II Contrafund Portfolio                   Scudder International Portfolio
Fidelity VIP Equity-Income Portfolio                   TCI Growth

</TABLE>

Complete descriptions of each of the Funds, including their investment
objectives, policies, risks and fees and expenses, are contained in the
prospectuses and statements of additional information for each of the Funds.

                       OFFERING AND PURCHASE OF CONTRACTS


The Company is both the Depositor and the principal underwriter for the
securities sold by the prospectus.  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 "Purchase" and "Contract Valuation."

                                PERFORMANCE DATA

GENERAL

From time to time, the Company may advertise different types of historical
performance for the Subaccounts 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 "non-standardized returns,"
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 various Subaccounts 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, maintenance fees, administrative expense charges, and
deferred sales charges).  These charges will be deducted on a pro rata basis in
the case of fractional periods.  The maintenance fee is converted to a
percentage of assets based on the average account size under the Contracts
described in the Prospectus.

The non-standardized figures will be calculated in a similar manner, except that
they will not reflect the deduction of any applicable deferred sales charge
(which would decrease the level of performance


                                        2
<PAGE>

shown if reflected in these calculations).  The non-standardized figures may
also include monthly, quarterly, year-to-date and three year periods.

If a Fund was in existence prior to the date it 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 had that Fund been
available under the Contract during that period.

Investment results of the Funds will fluctuate over time, and any presentation
of the Subaccounts' total return quotations for any prior period should not be
considered as a representation of how the Subaccounts will perform in any future
period.  Additionally, the Account Value upon redemption may be more or less
than your original cost.

AVERAGE ANNUAL TOTAL RETURN QUOTATIONS - STANDARDIZED AND NON-STANDARDIZED

Each set of tables shown below represents the variations in contract payment
type and in the  maintenance fees assessed under different plans.  Table A
reflects the average annual standardized and non-standardized total return
quotation figures for the periods ended December 31, 1995 for the Subaccounts
under Single Payment Accounts issued by the Company.  Tables B and C reflect the
average annual standardized and non-standardized total return quotation figures
for the periods ended December 31, 1995 for the Subaccounts under Installment
Payment Accounts with a $20 annual maintenance fee and a $15 annual maintenance
fee, respectively.  In both sets of tables, for those Subaccounts where results
are not available for the full calendar period indicated, the percentage shown
is an average annual return since inception (denoted with an *).

<TABLE>
<CAPTION>

                                                     TABLE A
                                           ----------------------------------------------------------------------------------------
SINGLE PAYMENT ACCOUNT:                                                                                                  FUND
($0 MAINTENANCE FEE)                                   STANDARDIZED                   NON-STANDARDIZED            INCEPTION DATE
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>       <C>       <C>        <C>       <C>       <C>      <C>         <C>
 SUBACCOUNT                                    1  Year   5 Years   10 Years   1 Year    3 Years   5 Years  10 Years
- -----------------------------------------------------------------------------------------------------------------------------------
 Aetna Variable Fund                                                                                                    04/30/75

 Aetna Income Shares                                                                                                    06/01/78

 Aetna Variable Encore Fund                                                                                             09/01/75

 Aetna Investment Advisers Fund, Inc.                                                                                   06/23/89

 Alger American Growth Portfolio                                                                                        01/08/89

 Alger American Small Cap Portfolio                                                                                     09/21/88

 Calvert Responsibly Invested Balanced Portfolio                                                                        09/30/86

 Fidelity Equity-Income Portfolio                                                                                       10/22/86

 Fidelity Growth Portfolio                                                                                              11/07/86

 Fidelity Overseas Portfolio                                                                                            02/13/87


                                        3
<PAGE>

 Janus Aspen Aggressive Growth Portfolio                                                                                9/13/93

 Janus Aspen Balanced Portfolio                                                                                         09/13/93

 Janus Aspen Flexible Income Portfolio                                                                                  09/13/93

 Janus Aspen Growth Portfolio                                                                                           09/13/93

 Janus Aspen Short-Term Bond Portfolio                                                                                  09/13/93

 Janus Aspen Worldwide Growth Portfolio                                                                                 09/13/9 3

 Lexington Natural Resources Trust                                                                                      05/31/89

 Neuberger & Berman Growth Portfolio                                                                                    12/31/85

 Scudder International Portfolio                                                                                        04/30/87

 TCI Growth                                                                                                             11/20/87

</TABLE>


                                        4
<PAGE>

<TABLE>
<CAPTION>

                                                              TABLE B
                                           ----------------------------------------------------------------------------------------
INSTALLMENT PAYMENT ACCOUNT:                                                                                             FUND
($20 MAINTENANCE FEE)                                   STANDARDIZED                   NON-STANDARDIZED             INCEPTION DATE
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>       <C>       <C>        <C>       <C>       <C>      <C>         <C>
 SUBACCOUNT                               1  Year    5 Years    10 Years    1 Year      3 Years   5 Years   10 Years
- -----------------------------------------------------------------------------------------------------------------------------------
 Aetna Variable Fund                                                                                                    04/30/75

 Aetna Income Shares                                                                                                    06/01/78

 Aetna Variable Encore Fund                                                                                             09/01/75

 Aetna Investment Advisers Fund, Inc.                                                                                   06/23/89

 Alger American Growth Portfolio                                                                                        01/08/89

 Alger American Small Cap Portfolio                                                                                     09/21/88

 Calvert Responsibly Invested Balanced Portfolio                                                                        09/30/86

 Fidelity Equity-Income Portfolio                                                                                       10/22/86

 Fidelity Growth Portfolio                                                                                              11/07/86

 Fidelity Overseas Portfolio                                                                                            02/13/87

 Janus Aspen Aggressive Growth Portfolio                                                                                09/13/93

 Janus Aspen Balanced Portfolio                                                                                         09/13/93

 Janus Aspen Flexible Income Portfolio                                                                                  09/13/93

 Janus Aspen Growth Portfolio                                                                                           09/13/93

 Janus Aspen Short-Term Bond Portfolio                                                                                  09/13/93

 Janus Aspen Worldwide Growth Portfolio                                                                                 09/13/93

 Lexington Natural Resources Trust                                                                                      05/31/89

 Neuberger & Berman Growth Portfolio                                                                                    12/31/85

 Scudder International Portfolio                                                                                        04/30/87

 TCI Growth                                                                                                             11/20/87

</TABLE>


                                        5

<PAGE>

<TABLE>
<CAPTION>

                                                             TABLE C
                                           ----------------------------------------------------------------------------------------
INSTALLMENT PAYMENT ACCOUNT:                                                                                              FUND
($15 MAINTENANCE FEE)                                   STANDARDIZED                   NON-STANDARDIZED              INCEPTION DATE
- -----------------------------------------------------------------------------------------------------------------------------------
 <S>                                            <C>       <C>       <C>        <C>       <C>       <C>      <C>         <C>
 SUBACCOUNT                               1  Year    5 Years    10 Years    1 Year      3 Years   5 Years   10 Years
- -----------------------------------------------------------------------------------------------------------------------------------
 Aetna Variable Fund                                                                                                    04/30/75

 Aetna Income Shares                                                                                                    06/01/78

 Aetna Variable Encore Fund                                                                                             09/01/75

 Aetna Investment Advisers Fund, Inc.                                                                                   06/23/89

 Alger American Growth Portfolio                                                                                        01/08/89

 Alger American Small Cap Portfolio                                                                                     09/21/88

 Calvert Responsibly Invested Balanced Portfolio                                                                        09/30/86

 Fidelity Equity-Income Portfolio                                                                                       10/22/86

 Fidelity Growth Portfolio                                                                                              11/07/86

 Fidelity Overseas Portfolio                                                                                            02/13/87

 Janus Aspen Aggressive Growth Portfolio                                                                                09/13/93

 Janus Aspen Balanced Portfolio                                                                                         09/13/93

 Janus Aspen Flexible Income Portfolio                                                                                  09/13/93

 Janus Aspen Growth Portfolio                                                                                           09/13/93

 Janus Aspen Short-Term Bond Portfolio                                                                                  09/13/93

 Janus Aspen Worldwide Growth Portfolio                                                                                 09/13/93

 Lexington Natural Resources Trust                                                                                      05/31/89

 Neuberger & Berman Growth Portfolio                                                                                    12/31/85

 Scudder International Portfolio                                                                                        04/30/87

 TCI Growth                                                                                                             11/20/87
</TABLE>


                                        6

<PAGE>

                                ANNUITY PAYMENTS

When Annuity payments are to begin, the value of the 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 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.

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


                                        7
<PAGE>

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.

                         SALES MATERIAL AND ADVERTISING

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 Deposit.

We may distribute sales literature that compares the percentage change in
Accumulation Unit values for any of the Funds to established market indexes such
as the Standard & Poor's 500 Stock Index and the Dow Jones Industrial Average or
to the percentage change in values of other management investment companies that
have investment objectives similar to the Fund being compared.

We may publish in advertisements and reports, the ratings and other information
assigned to us by one or more independent rating organizations such as A.M. Best
Company, Duff & Phelps, Standard & Poor's Corporation and Moody's Investors
Services, Inc.  The purpose of the ratings is to reflect our financial strength
and/or claims-paying ability.  We may also quote ranking services such as
Morningstar's Variable Annuity/Life Performance Report and Lipper's Variable
Insurance Products Performance Analysis Service (VIPPAS), which rank variable
annuity or life Subaccounts or their underlying funds by performance and/or
investment objective.  From time to time, we will quote articles from newspapers
and magazines or other publications or reports, including, but not limited to
The Wall Street Journal, Money magazine, USA Today and The VARDS Report.

The Company may provide in advertising, sales literature, periodic publications
or other materials information on various topics of interest to current and
prospective Contract Holders or Participants.  These topics may include the
relationship between sectors of the economy and the economy as a whole and its
effect on various securities markets, investment strategies and techniques (such
as value investing, market timing, dollar cost averaging, asset allocation,
constant ratio transfer and account rebalancing), the advantages and
disadvantages of investing in tax-deferred and taxable investments, customer
profiles and hypothetical purchase and investment scenarios, financial
management and tax and retirement planning, and investment alternatives to
certificates of deposit and other financial instruments, including comparison
between the Contracts and the characteristics of and market for such financial
instruments.

                              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.


                                        8
<PAGE>

                              FINANCIAL STATEMENTS


                           VARIABLE ANNUITY ACCOUNT B


                                      INDEX


Independent Auditors' Report . . . . . . . . . . . . . . . . . . . . . S-2
Statement of Assets and Liabilities. . . . . . . . . . . . . . . . . . S-3
Statement of Operations. . . . . . . . . . . . . . . . . . . . . . . . S-4
Statements of Changes in Net Assets. . . . . . . . . . . . . . . . . . S-5
Notes to Financial Statements  . . . . . . . . . . . . . . . . . . . . S-6

FINANCIAL STATEMENTS TO BE FILED BY SUBSEQUENT POST-EFFECTIVE AMENDMENT.

                                       S-1
<PAGE>





                       STATEMENT OF ADDITIONAL INFORMATION




                           VARIABLE ANNUITY ACCOUNT B




                           VARIABLE ANNUITY CONTRACTS

                                    ISSUED BY

                    AETNA LIFE INSURANCE AND ANNUITY COMPANY

<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, 1995
          - Statement of Operations for the year ended December 31, 1995
          - Statements of Changes in Net Assets for the years ended December
            31, 1995 and 1994
          - Notes to Financial Statements
          Financial Statements of the Depositor:
          - Independent Auditors' Report
          - Consolidated Statements of Income for the years ended December 31,
            1995, 1994 and 1993
          - Consolidated Balance Sheets as of December 31, 1995 and 1994
          - Consolidated Statements of Changes in Shareholder's Equity for the
            years ended December 31, 1995, 1994 and 1993
          - Consolidated Statements of Cash Flows for the years ended December
            31, 1995, 1994 and 1993
          - 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 Contract (G-CDA-HF)(3)
     (4.2)  Form of Variable Annuity Contract (IA-CDA-IA)(4)
     (5.1)  Form of Variable Annuity Contract Application (300-GTD-IA)(3)
     (5.2)  Form of Variable Annuity Contract Application (710.00.141)(5)
     (6)    Certificate of Incorporation and By-Laws of Depositor(6)
     (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)

<PAGE>

     (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 27,
            1993(7)
     (8.3)  Fund Participation Agreement between Aetna Life Insurance and
            Annuity Company and Fidelity Distributors Corporation dated
            February 1, 1994 (Variable Insurance Products Fund)(8)
     (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)(8)
     (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(7)
     (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(9)
     (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(10)
     (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(10)
     (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(11)
     (15.2) Authorization for Signatures(12)

*    To be filed by amendment.
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. 33-75964) filed on February 24, 1995.

<PAGE>

4.   Incorporated by reference to Post-Effective Amendment No. 3 to Registration
     Statement on Form-N-4 (File No. 33-75958) filed on April 28, 1995.
5.   Incorporated by reference to Post-Effective Amendment No. 1 to Registration
     Statement on Form N-4 (File No. 33-76000) filed on April 28, 1995.
6.   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.
7.   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.
8.   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.
9.   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.
10.  Incorporated by reference to Registration Statement on Form N-4 (File No.
     33-88720) filed on January 20, 1995.
11.  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), as filed
     electronically, on September 18, 1995.  The Powers of Attorney for all
     other  signatories are incorporated by reference to Post-Effective
     Amendment No. 5 to Registration Statement on Form N-4 (File No. 33-75982),
     as filed electronically, on February 16, 1996.
12.  Incorporated by reference to Post-Effective Amendment No. 1 to Registration
     Statement on Form N-4 (File No. 33-91846) as filed electronically on August
     16, 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

Timothy A. Holt                    Director

Christopher J. Burns               Director and Senior Vice President, Life

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

Gail P. Johnson                    Director and Senior Vice President, Annuity

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

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

Glen Salow                         Director and Vice President, ALIAC IT

Creed R. Terry                     Director and Vice President Select & Manage
                                   Markets

James C. Hamilton                  Vice President and Treasurer

David E. Bushong                   Acting Chief Financial Officer

Eugene M. Trovato                  Vice President, Chief Accounting Officer and
                                   Corporate Controller

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.

<PAGE>

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

  Incorporated herein by references to Item 26 of Post-Effective Amendment No.
5 to Registration Statement on Form N-4 (File No. 33-75982), as filed
electronically, on February 16, 1996.

ITEM 27.  NUMBER OF CONTRACT OWNERS

  As of December 31, 1995, there were 33,702 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

<PAGE>

     registered as unit investment trusts), and Variable Annuity Account I (a
     separate account of Aetna Insurance Company of America registered as a unit
     investment trust).  Additionally, ALIAC is the investment adviser for Aetna
     Variable Fund, Aetna Income 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 Variable
     Life Account B, Variable Annuity Account C and Variable Annuity Account G.

  (b)     See Item 25 regarding the Depositor.

  (c)     Compensation as of December 31, 1995:

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


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

Aetna Life                         $  **                             $  **

Insurance and
Annuity
Company


* 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.

** To be updated by amendment.

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

<PAGE>
 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;

  (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, as amended, and the Investment
Company Act of 1940, the Registrant, Variable Annuity Account B of Aetna Life
Insurance and Annuity Company, has caused this Post-Effective Amendment No. 5 to
its Registration Statement on Form N-4 (File No. 33-75996) to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Hartford,
State of Connecticut, on the 16th day of February, 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. 33-75996)
has been signed by the following persons in the capacities and on the dates
indicated.


Signature                Title                                   Date
- ---------                -----                                   ----

Daniel P. Kearney*            Director and President             )
- -------------------------     (principal executive officer)      )
Daniel P. Kearney                                                )
                                                                 )
Timothy A. Holt*              Director                           )
- -------------------------                                        )
Timothy A. Holt                                                  )February
                                                                 )16, 1996
                                                                 )
David E. Bushong*             Acting Chief Financial Officer     )
- -------------------------                                        )
David E. Bushong                                                 )
                                                                 )
Eugene M. Trovato*            Vice President, Chief              )
- -------------------------     Accounting Officer and             )
Eugene M. Trovato             Corporate Controller               )
                                                                 )
Christopher J. Burns*         Director                           )
- -------------------------                                        )
Christopher J. Burns                                             )
                                                                 )

<PAGE>

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

By: /s/ Julie E. Rockmore
- -------------------------
        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 Contract (G-CDA-HF)                       *

99-B.4.2   Form of Variable Annuity Contract (IA-CDA-IA)                      *

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 27,
           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>


Exhibit
  No.      Exhibit                                                          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                                                 **

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
**To be filed by amendment


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