VARIABLE ANNUITY ACCOUNT B OF AETNA LIFE INS & ANNUITY CO
485BPOS, 1996-04-23
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<PAGE>

As filed with the Securities and Exchange       Registration No. 33-75998
Commission on April 22, 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. 4 To
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                              and Amendment To

        REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
- -------------------------------------------------------------------------------
   Variable Annuity Account B of Aetna Life Insurance and Annuity Company
                         (EXACT NAME OF REGISTRANT)

                  Aetna Life Insurance and Annuity Company
                            (NAME OF DEPOSITOR)

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

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

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

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It is proposed that this filing will become effective (CHECK APPROPRIATE SPACE):

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

Pursuant to Rule 24f-2 under the Investment Company Act of 1940, Registrant 
has registered an indefinite number of securities under the Securities Act of 
1933. The Registrant filed a Rule 24f-2 Notice for the fiscal year ended 
December 31, 1995 on February 29, 1996.

<PAGE>

                          VARIABLE ANNUITY ACCOUNT B
                             CROSS REFERENCE SHEET
<TABLE>
<CAPTION>

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

<S>           <C>                                             <C>

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
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

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

</TABLE>

                        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
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
This   Prospectus  describes  individual  deferred  variable  annuity  contracts
("Contracts")  issued  by  Aetna  Life   Insurance  and  Annuity  Company   (the
"Company").  The  Contracts  are  designed  to  provide  retirement  benefits to
individuals who either are not participating in formal retirement plans, or  are
participating in formal retirement plans but wish to personally supplement their
benefits.  The  Contracts may  receive  favorable tax  deferred  treatment under
Federal income tax law. (See "Purchase.")
 
The Contracts provide that contributions may be allocated to the Fixed  Account,
a  Credited Interest Option,  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 Overseas Portfolio
 - Aetna Income Shares                  - Janus Aspen Aggressive Growth
 - Aetna Variable Encore Fund           Portfolio
 - Aetna Investment Advisers Fund,      - Janus Aspen Balanced Portfolio
 Inc.                                   - Janus Aspen Flexible Income
 - Aetna Ascent Variable Portfolio      Portfolio
 - Aetna Crossroads Variable Portfolio  - Janus Aspen Growth Portfolio
 - Aetna Legacy Variable Portfolio      - Janus Aspen Short-Term Bond
 - Alger American Growth Portfolio      Portfolio
 - Alger American Small Cap Portfolio   - Janus Aspen Worldwide Growth
 - Fidelity VIP II Contrafund           Portfolio
 Portfolio                              - Lexington Natural Resources Trust
 - Fidelity VIP Equity-Income           - Neuberger & Berman Growth Portfolio
 Portfolio                              - Scudder International Portfolio
 - Fidelity VIP Growth Portfolio        Class A Shares
                                        - TCI Growth (a Twentieth Century
                                        fund)
 
Except  as specifically  mentioned, this  Prospectus describes  only investments
through the  Separate Account.  A  brief description  of  the Fixed  Account  is
contained in the Appendix to this Prospectus.
    
 
The  availability of the  Funds and the  Fixed Account is  subject to applicable
regulatory authorization. Not all  Funds (or Credited  Interest Options) may  be
available  in  all  jurisdictions  or  under  all  Contracts.  (See  "Investment
Options.")
 
This Prospectus provides investors  with the information  that they should  know
about  the  Separate  Account  before  investing  in  the  Contract.  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 15 of this Prospectus. An
SAI may be obtained 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. ALL PROSPECTUSES SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE.
 
THESE SECURITIES 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
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
<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...................................................................                   1
    The Funds........................................................................                   1
    Credited Interest Option.........................................................                   3
PURCHASE.............................................................................                   4
    Contract Availability............................................................                   4
    Contract Purchase................................................................                   4
    Purchase Payments................................................................                   4
    Right to Cancel..................................................................                   4
CHARGES AND DEDUCTIONS...............................................................                   4
    Daily Deductions from the Separate Account.......................................                   4
          Mortality and Expense Risk Charge..........................................                   4
          Administrative Expense Charge..............................................                   5
    Maintenance Fee..................................................................                   5
    Deferred Sales Charge............................................................                   5
    Fund Expenses....................................................................                   6
    Premium and Other Taxes..........................................................                   6
CONTRACT VALUATION...................................................................                   6
    Contract Value...................................................................                   6
    Accumulation Units...............................................................                   6
    Net Investment Factor............................................................                   6
TRANSFERS............................................................................                   7
    Dollar Cost Averaging Program....................................................                   7
WITHDRAWALS..........................................................................                   7
    Reinvestment Privilege...........................................................                   8
ADDITIONAL WITHDRAWAL OPTION.........................................................                   8
DEATH BENEFIT DURING ACCUMULATION PERIOD.............................................                   8
ANNUITY PERIOD.......................................................................                   9
    Annuity Period Elections.........................................................                   9
    Partial Annuitization............................................................                   9
    Annuity Options..................................................................                   9
    Annuity Payments.................................................................                  10
    Charges Deducted During the Annuity Period.......................................                  10
    Death Benefit Payable During the Annuity Period..................................                  10
TAX STATUS...........................................................................                  11
    Introduction.....................................................................                  11
</TABLE>
<PAGE>
<TABLE>
<S>                                                                                    <C>
    Taxation of the Company..........................................................                  11
    Tax Status of the Contract.......................................................                  11
    Taxation of Annuities............................................................                  12
MISCELLANEOUS........................................................................                  13
    Distribution.....................................................................                  13
    Delay or Suspension of Payments..................................................                  14
    Performance Reporting............................................................                  14
    Voting Rights....................................................................                  14
    Modification of the Contract.....................................................                  14
    Transfer of Ownership; Assignment................................................                  15
    Legal Matters and Proceedings....................................................                  15
APPENDIX--FIXED ACCOUNT..............................................................                  16
</TABLE>
 
THIS  PROSPECTUS DOES  NOT CONSTITUTE AN  OFFERING IN ANY  JURISDICTION IN WHICH
SUCH OFFERING  MAY NOT  LAWFULLY BE  MADE. THE  COMPANY DOES  NOT AUTHORIZE  ANY
PERSON TO GIVE INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE
OFFERING CONTAINED IN THIS PROSPECTUS EXCEPT AS OTHERWISE CONTAINED HEREIN.
<PAGE>
                                  DEFINITIONS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
The following terms are defined as they are used in this Prospectus:
 
ACCUMULATION  PERIOD: The period during which  Purchase Payment(s) credited to a
Contract are invested to fund future annuity payments.
 
ACCUMULATION UNIT: A  measure of  the value  of each  Subaccount before  annuity
payments begin.
 
ANNUITANT:  The person on whose life or life expectancy the annuity payments are
based.
 
ANNUITY: A series of payments  for life, a definite  period or a combination  of
the two.
 
ANNUITY DATE: The date on which annuity payments begin.
 
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.
 
CODE: Internal Revenue Code of 1986, as amended.
 
COMPANY (WE, US): Aetna Life Insurance and Annuity Company.
 
CONTRACTS: The individual deferred, variable annuity contracts described in this
Prospectus.
 
CONTRACT HOLDER (YOU): The person or entity to whom the Contract is issued.
 
CONTRACT VALUE: The total dollar value of amounts held in a Contract as of  each
Valuation Date during the Accumulation Period.
 
CONTRACT  YEAR: A  period of  twelve months  measured from  the date  on which a
Contract is established  (the effective  date) or  from an  anniversary of  such
effective date.
 
   
CREDITED  INTEREST OPTION:  The fixed  interest option  under the  Contract. The
Credited Interest  Option currently  available is  the Fixed  Account, which  is
described  in the Appendix to this Prospectus. Amounts allocated to the Credited
Interest Option are included in the Contract Value.
    
 
   
FUND(S): An open-end registered management  investment company whose shares  are
purchased by the Separate Account to fund the benefits provided by the Contract.
    
 
HOME OFFICE: The Company's principal executive offices located at 151 Farmington
Avenue, Hartford, Connecticut 06156.
 
PURCHASE PAYMENT(S): The gross payment(s) made to the Company under a Contract.
 
PURCHASE  PAYMENT  PERIODS: For  "Installment  Purchase Payment  Contracts," 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.
 
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 the  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.
    
 
- --------------------------------------------------------------------------------
                                DEFINITIONS - 1
<PAGE>
                               PROSPECTUS SUMMARY
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
CONTRACTS OFFERED
 
    The  Contracts offered in  this Prospectus are  individual deferred variable
annuity contracts  issued  by Aetna  Life  Insurance and  Annuity  Company  (the
"Company").  Both  Installment Purchase  Payment  Contracts and  Single Purchase
Payment Contracts are available.  The purpose of the  Contract is to  accumulate
values  and to provide benefits upon  retirement. The Contracts are available to
individuals who are either not participating in formal retirement plans, or  are
participating in formal retirement plans but wish to personally supplement their
benefits.
 
CONTRACT PURCHASE
 
    The  Contracts may be purchased by completing the application and submitting
it to the Company.  The minimum Purchase Payment  for a Single Purchase  Payment
Contract  is $5,000.  Installment Purchase  Payments must  be at  least $100 per
month ($1,200  annually)  and  may  not  be less  than  $25  per  payment.  (See
"Purchase.")
 
FREE LOOK PERIOD
 
    You  may cancel the  Contract no later  than 10 days  after receiving it (or
longer if required  by state law)  by returning it  to us along  with a  written
notice of cancellation. Unless state law requires otherwise, the amount you will
receive  upon  cancellation  will  reflect  the  investment  performance  of the
Subaccounts into which your Purchase Payments were deposited. In some cases this
may  be  more  or  less  than  the  amount  of  your  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 in  this Prospectus.  The  Contract
allows  investment in  any or all  of the Subaccounts,  as well as  in the Fixed
Account 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 the Fixed Account, which allows
you to earn fixed rates of interest. (See the Appendix 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
charges and an administrative expense charge), as well as 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 Contract Value. (See the Fee Table and
"Charges and Deductions.")
 
TRANSFERS
 
    Prior to  the Annuity  Date, and  subject to  certain limitations,  Contract
Values  may be transferred  among the Subaccounts and  the Fixed Account without
charge. Transfers can be requested in writing or by telephone in accordance with
the Company's transfer procedures. (See the  Appendix for a full description  of
the   restrictions  applicable  to  transfers  from  the  Fixed  Account.)  (See
"Transfers.")
 
WITHDRAWALS
 
    All or a part of  the Contract Value may be  withdrawn prior to the  Annuity
Date  by properly completing a disbursement form  and sending it to the Company.
Certain charges may be assessed upon withdrawal. (See "Withdrawals.")
 
- --------------------------------------------------------------------------------
                                  SUMMARY - 1
<PAGE>
    The  Contract  also  offers  an  Additional  Withdrawal  Option  during  the
Accumulation   Period  to  persons  meeting  certain  criteria.  The  Additional
Withdrawal Option is  not available in  all states  and may not  be suitable  in
every situation. (See "Additional Withdrawal Option.")
 
DEATH BENEFIT
 
    A death benefit is payable if you die before the Annuity Date. Death benefit
proceeds  will be  paid to the  beneficiary in  an amount equal  to the Contract
Value. Until the election of a method of payment, the Contract Value will remain
invested under the Contract. The 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
beneficiary  depending upon  the terms  of the  Contract and  the Annuity Option
selected. (See "Death Benefit Payable During the Annuity Period.")
 
THE ANNUITY PERIOD
 
    On the Annuity  Date, you  may elect  to begin  receiving Annuity  Payments.
Annuity  Payments can be made  on either a fixed,  variable or combination 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  you  or your
beneficiary(ies) actually  receive  a  distribution from  the  Contract.  A  10%
federal tax penalty 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>
 
- --------------------------------------------------------------------------------
                                  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  upon  purchase of  the  Contract. All  costs  that are  borne  directly or
indirectly under the Subaccounts and Funds are shown below. Charges shown do not
include premium taxes  that may  be applicable. For  more information  regarding
fees  and expenses paid out  of the assets of a  particular Fund, see the Fund's
prospectus.
 
DIRECT CHARGES. These  charges are  deducted directly from  the Contract  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  Contract. The  amount  of  the deferred  sales  charge  is
     calculated as follows:
<TABLE>
<CAPTION>
      INSTALLMENT PURCHASE PAYMENT CONTRACTS:
                                          DEFERRED
                                            SALES
PURCHASE PAYMENT                           CHARGE
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%
10 or more                                     0%
 
<CAPTION>
 
         SINGLE PURCHASE PAYMENT CONTRACT:
                                          DEFERRED
                                            SALES
CONTRACT YEARS                             CHARGE
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 CONTRACT....................  $   20.00
                              --SINGLE PURCHASE PAYMENT CONTRACT..........................  $    0.00
The maintenance fee will generally be deducted annually from an Installment Purchase
Payment Contract during the Accumulation Period. The maintenance fee, to the extent
permitted by state law, is also deducted upon termination of 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 your Contract. They include:
 
<TABLE>
<S>                                                                                         <C>
MORTALITY AND EXPENSE RISK CHARGE.........................................................      1.25%
ADMINISTRATIVE EXPENSE CHARGE.............................................................      0.00%
                                                                                            ---------
We currently do not impose an Administrative Expense Charge. However, we reserve the right
to deduct a daily charge of not more than 0.25% per year from the Subaccounts.
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, these  figures are a  percentage of each  Fund's
average  net assets  and 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
your Contract Value.
 
<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(2)                       0.25%            0.06%          0.31%
 Aetna Income Shares(2)                       0.25%            0.08%          0.33%
 Aetna Variable Encore Fund(2)                0.25%            0.10%          0.35%
 Aetna Investment Advisers Fund,
  Inc.(2)                                     0.25%            0.08%          0.33%
 Aetna Ascent Variable Portfolio(2)           0.50%            0.15%          0.65%
 Aetna Crossroads Variable Portfolio(2)       0.50%            0.15%          0.65%
 Aetna Legacy Variable Portfolio(2)           0.50%            0.15%          0.65%
 Alger American Growth Portfolio              0.75%            0.10%          0.85%
 Alger American Small Cap Portfolio           0.85%            0.07%          0.92%
 Fidelity VIP II Contrafund
  Portfolio(3)                                0.61%            0.11%          0.72%
 Fidelity VIP Equity-Income Portfolio         0.51%            0.10%          0.61%
 Fidelity VIP Growth Portfolio                0.61%            0.09%          0.70%
 Fidelity VIP Overseas Portfolio              0.76%            0.15%          0.91%
 Janus Aspen Aggressive Growth
  Portfolio(4)                                0.75%            0.11%          0.86%
 Janus Aspen Balanced Portfolio(4)            0.82%            0.55%          1.37%
 Janus Aspen Flexible Income Portfolio        0.65%            0.42%          1.07%
 Janus Aspen Growth Portfolio(4)              0.65%            0.13%          0.78%
 Janus Aspen Short-Term Bond
  Portfolio(4)                                0.00%            0.70%          0.70%
 Janus Aspen Worldwide Growth
  Portfolio(4)                                0.68%            0.22%          0.90%
 Lexington Natural Resources Trust            1.00%            0.47%          1.47%
 Neuberger & Berman Growth Portfolio(5)       0.84%            0.10%          0.94%
 Scudder International Portfolio Class
  A Shares                                    0.88%            0.20%          1.08%
 TCI Growth(6)                                1.00%            0.00%          1.00%
</TABLE>
 
- --------------------------
(1) Certain  of  the  unaffiliated  Fund  advisers  reimburse  the  Company  for
    administrative  costs incurred in connection with administering the Funds as
    variable funding options under the  Contract. These reimbursements are  paid
    out of the investment advisory fees and are not charged to investors.
   
(2)As  of May 1, 1996,  the Company will provide  administrative services to the
   Fund and will  assume the  Fund's ordinary  recurring direct  costs under  an
   Administrative  Services Agreement. The "Other  Expenses" shown are not based
   on figures for the year ended December 31, 1995, but reflect the fee  payable
   under this agreement.
    
   
(3)A  portion of the brokerage commissions the  Fund paid was used to reduce its
   expenses. Without this  reduction, total operating  expenses would have  been
   0.73% for the Contrafund Portfolio.
    
   
(4) The  information for each Portfolio is net of fee waivers or reductions from
    Janus Capital. Fee reductions for  the Aggressive Growth, Balanced,  Growth,
    and  Worldwide Growth Portfolios  reduce the management fee  to the level of
    the corresponding Janus retail fund. Other waivers, if applicable, are first
    applied against management fee and then against other expenses. Without such
    waivers or reductions, Management Fees, Other Expenses and Total Fund Annual
    Expenses for the  Portfolios would  have been:  0.82%, 0.11%  and 0.93%  for
    Aggressive Growth Portfolio; 1.00%, 0.55%, and 1.55% for Balanced Portfolio;
    0.85%,  0.13% and  0.98% for  Growth Portfolio;  0.65%, 0.72%  and 1.37% for
    Short-Term Bond Portfolio; and 0.87%,  0.22% and 1.09% for Worldwide  Growth
    Portfolio.
    
   
(5) Neuberger  & Berman Advisers Management Trust  (the "Trust") is divided into
    portfolios ("Portfolios"), each of which  invests all of its net  investable
    assets  in  a corresponding  series ("Series")  of Advisers  Managers Trust.
    Expenses in the  table reflect  expenses of  the Portfolio  and include  the
    Portfolio's  pro rata portion  of the operating  expenses of the Portfolio's
    corresponding Series. The Portfolio pays Neuberger & Berman Management  Inc.
    ("NBMI") an administration fee based on the Portfolio's net asset value. The
    corresponding  Series of the  Portfolio pays NBMI a  management fee based on
    the Series'  average  daily net  assets.  Accordingly, this  table  combines
    management fees at the Series level and administration fees at the Portfolio
    level in a unified fee rate. (See "Expenses" in the Trust's prospectus.)
    
 
- --------------------------------------------------------------------------------
                                 FEE TABLE - 2
<PAGE>
(6) The Portfolio's investment adviser pays all expenses of the Portfolio except
    brokerage commissions, taxes, interest, fees, expenses of the non-interested
    person  directors (including counsel fees) and extraordinary expenses. These
    expenses have historically  represented a very  small percentage (less  than
    0.01%) of total net assets in a fiscal year.
 
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 0.023%.
 
   
<TABLE>
<CAPTION>
                                                         EXAMPLE A                               EXAMPLE B
                                           -------------------------------------   -------------------------------------
 
                                           IF  YOU WITHDRAW YOUR ENTIRE CONTRACT   IF YOU DO NOT WITHDRAW YOUR  CONTRACT
                                           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                         $68      $105      $145      $188       $16      $50       $ 86      $188
 Aetna Income Shares                         $68      $106      $146      $190       $16      $51       $ 87      $190
 Aetna Variable Encore Fund                  $68      $106      $147      $193       $17      $51       $ 88      $193
 Aetna Investment Advisers Fund, Inc.        $68      $106      $146      $190       $16      $51       $ 87      $190
 Aetna Ascent Variable Portfolio             $71      $115      $162      $225       $20      $60       $104      $225
 Aetna Crossroads Variable Portfolio         $71      $115      $162      $225       $20      $60       $104      $225
 Aetna Legacy Variable Portfolio             $71      $115      $162      $225       $20      $60       $104      $225
 Alger American Growth Portfolio             $73      $121      $172      $245       $22      $66       $114      $245
 Alger American Small Cap Portfolio          $74      $123      $175      $253       $22      $69       $118      $253
 Fidelity VIP II Contrafund Portfolio        $72      $117      $165      $232       $20      $63       $107      $232
 Fidelity VIP Equity-Income Portfolio        $71      $114      $160      $220       $19      $59       $102      $220
 Fidelity VIP Growth Portfolio               $72      $117      $164      $230       $20      $62       $106      $230
 Fidelity VIP Overseas Portfolio             $74      $123      $175      $252       $22      $68       $117      $252
 Janus Aspen Aggressive Growth Portfolio     $73      $121      $172      $247       $22      $67       $115      $247
 Janus Aspen Balanced Portfolio              $78      $136      $196      $298       $27      $82       $140      $298
 Janus Aspen Flexible Income Portfolio       $75      $127      $182      $268       $24      $73       $125      $268
 Janus Aspen Growth Portfolio                $72      $119      $168      $238       $21      $64       $110      $238
 Janus Aspen Short-Term Bond Portfolio       $72      $117      $164      $230       $20      $62       $106      $230
 Janus Aspen Worldwide Growth Portfolio      $73      $122      $174      $251       $22      $68       $117      $251
 Lexington Natural Resources Trust           $79      $139      $201      $307       $28      $85       $145      $307
 Neuberger & Berman Growth Portfolio         $74      $124      $176      $255       $22      $69       $119      $255
 Scudder International Portfolio Class A
  Shares                                     $75      $128      $183      $269       $24      $73       $126      $269
 TCI Growth                                  $74      $125      $179      $261]      $23      $71       $122      $261
</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         1990
                                               -------------   -----------   ----------   ------------   ----------   ----------
 
AETNA VARIABLE FUND
<S>                                            <C>             <C>           <C>          <C>            <C>          <C>
Value at beginning of period                         $10.698       $10.940      $10.378        $84.249      $67.496      $66.174
Value at end of period                               $13.972       $10.698      $10.940        $10.378(2)    $84.249     $67.496
Increase (decrease) in value of accumulation
 unit(1)                                               30.61%        (2.21)%       5.41%           (2)        24.82%        2.00%
Number of accumulation units outstanding at
 end of period                                    30,554,957    11,117,383      879,670          3,107      908,777      810,126
 
AETNA INCOME SHARES
Value at beginning of period                         $10.457       $11.006      $10.160        $37.815      $32.066      $29.752
Value at end of period                               $12.212       $10.457      $11.006        $10.160(3)    $37.815     $32.066
Increase (decrease) in value of accumulation
 unit(1)                                               16.78%        (4.99)%       8.33%           (3)        17.93%        7.78%
Number of accumulation units outstanding at
 end of period                                     4,853,662     1,988,960      166,913          4,196      427,893      358,454
 
AETNA VARIABLE ENCORE FUND
Value at beginning of period                         $10.509       $10.223      $10.031        $34.122      $32.431      $30.285
Value at end of period                               $11.007       $10.509      $10.223        $10.031(4)    $34.122     $32.431
Increase (decrease) in value of accumulation
 unit(1)                                                4.73%         2.79%        1.91%           (4)         5.21%        7.09%
Number of accumulation units outstanding at
 end of period                                     4,354,272     1,822,449       90,782          2,808      548,425      722,438
 
AETNA INVESTMENT ADVISERS
 FUND, INC.
Value at beginning of period                         $10.971       $11.164      $10.286        $12.717      $10.882      $10.423
Value at end of period                               $13.803       $10.971      $11.164        $10.286(6)    $12.717     $10.882
Increase (decrease) in value of accumulation
 unit(1)                                               25.81%        (1.73)%       8.54%           (6)        16.86%        4.40%
Number of accumulation units outstanding at
 end of period                                     6,430,772     3,541,703      318,711          6,537    1,324,822      984,798
 
AETNA ASCENT VARIABLE PORTFOLIO
Value at beginning of period                         $10.000(7)
Value at end of period                               $10.652
Increase (decrease) in value of accumulation
 unit(1)                                                6.52%
Number of accumulation units outstanding at
 end of period                                        16,791
 
AETNA CROSSROADS VARIABLE PORTFOLIO
Value at beginning of period                         $10.000(7)
Value at end of period                               $10.594
Increase (decrease) in value of accumulation
 unit(1)                                                5.94%
Number of accumulation units outstanding at
 end of period                                        16,953
 
AETNA LEGACY VARIABLE PORTFOLIO
Value at beginning of period                         $10.000(8)
Value at end of period                               $10.443
Increase (decrease) in value of accumulation
 unit(1)                                                4.43%
Number of accumulation units outstanding at
 end of period                                         2,222
 
<CAPTION>
                                                   1989          1988         1987         1986
                                               ------------   ----------   ----------   ----------
AETNA VARIABLE FUND
<S>                                            <C>            <C>          <C>          <C>
Value at beginning of period                        $51.900      $45.839      $43.994      $37.445
Value at end of period                              $66.174      $51.900      $45.839      $43,994
Increase (decrease) in value of accumulation
 unit(1)                                              27.50%       13.22%        4.19%       17.49%
Number of accumulation units outstanding at
 end of period                                      831,547      887,039    1,020,744    1,273,920
AETNA INCOME SHARES
Value at beginning of period                        $26.291      $24.734      $23.888      $21.203
Value at end of period                              $29,752      $26.291      $24.734      $23.888
Increase (decrease) in value of accumulation
 unit(1)                                              13.16%        6.29%        3.54%       12.66%
Number of accumulation units outstanding at
 end of period                                      366,176      383,856      377,078      565,148
AETNA VARIABLE ENCORE FUND
Value at beginning of period                        $28.029      $26.401      $25.028      $23.660
Value at end of period                              $30.285      $28.029      $26.401      $25.028
Increase (decrease) in value of accumulation
 unit(1)                                               8.05%        6.17%        5.49%        5.78%
Number of accumulation units outstanding at
 end of period                                      653,619      720,726      898,557      881,853
AETNA INVESTMENT ADVISERS
 FUND, INC.
Value at beginning of period                        $10.000(5)
Value at end of period                              $10.423
Increase (decrease) in value of accumulation
 unit(1)                                               4.23%
Number of accumulation units outstanding at
 end of period                                      639,219
AETNA ASCENT VARIABLE 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
AETNA CROSSROADS VARIABLE 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
AETNA LEGACY VARIABLE 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
</TABLE>
 
- --------------------------------------------------------------------------------
                                AUV HISTORY - 1
<PAGE>
                  CONDENSED FINANCIAL INFORMATION (CONTINUED)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                   1995          1994       1993      1992
                                               ------------   ----------   -------   -------
ALGER AMERICAN GROWTH PORTFOLIO
<S>                                            <C>            <C>          <C>       <C>
Value at beginning of period                        $10.000(7)
Value at end of period                              $10.157
Increase (decrease) in value of accumulation
 unit(1)                                               1.57%
Number of accumulation units outstanding at
 end of period                                      275,494
 
ALGER AMERICAN SMALL CAP PORTFOLIO
Value at beginning of period                        $ 9.622      $10.307   $10.000(9)
Value at end of period                              $13.714      $ 9.622   $10.307
Increase (decrease) in value of accumulation
 unit(1)                                              42.52%       (6.64)%    3.07%
Number of accumulation units outstanding at
 end of period                                    1,364,901      441,809    31,855
 
FIDELITY VIP II CONTRAFUND PORTFOLIO
Value at beginning of period                        $10.000(7)
Value at end of period                              $10.468
Increase (decrease) in value of accumulation
 unit(1)                                               4.68%
Number of accumulation units outstanding at
 end of period                                      379,862
 
FIDELITY VIP EQUITY-INCOME PORTFOLIO
Value at beginning of period                        $10.000(7)
Value at end of period                              $11.054
Increase (decrease) in value of accumulation
 unit(1)                                              10.54%
Number of accumulation units outstanding at
 end of period                                      294,244
 
FIDELITY VIP GROWTH PORTFOLIO
Value at beginning of period                        $10.000(7)
Value at end of period                              $10.066
Increase (decrease) in value of accumulation
 unit(1)                                               0.66%
Number of accumulation units outstanding at
 end of period                                      288,576
 
FIDELITY VIP OVERSEAS PORTFOLIO
Value at beginning of period                        $10.000(7)
Value at end of period                              $10.052
Increase (decrease) in value of accumulation
 unit(1)                                               0.52%
Number of accumulation units outstanding at
 end of period                                       33,813
 
JANUS ASPEN AGGRESSIVE GROWTH PORTFOLIO
Value at beginning of period                        $10.319      $10.000(11)
Value at end of period                              $12.992      $10.319
Increase (decrease) in value of accumulation
 unit(1)                                              25.91%        3.19%
Number of accumulation units outstanding at
 end period                                         723,839      131,702
 
JANUS ASPEN BALANCED PORTFOLIO
Value at beginning of period                        $10.000(7)
Value at end of period                              $10.835
Increase (decrease) in value of accumulation
 unit(1)                                               8.35%
Number of accumulation units outstanding at
 end period                                           7,772
 
JANUS ASPEN FLEXIBLE INCOME PORTFOLIO
Value at beginning of period                        $ 9.886      $10.000(11)
Value at end of period                              $12.094      $ 9.886
Increase (decrease) in value of accumulation
 unit(1)                                              22.33%       (1.14)%
Number of accumulation units outstanding at
 end of period                                       84,048       15,893
 
JANUS ASPEN GROWTH PORTFOLIO
Value at beginning of period                        $10.000(7)
Value at end of period                              $10.870
Increase (decrease) in value of accumulation
 unit(1)                                               8.70%
Number of accumulation units outstanding at
 end period                                          26,022
 
JANUS ASPEN SHORT-TERM BOND PORTFOLIO
Value at beginning of period                        $10.000(7)
Value at end of period                              $10.325
Increase (decrease) in value of accumulation
 unit(1)                                               3.25%
Number of accumulation units outstanding at
 end period                                           2,678
 
JANUS ASPEN WORLDWIDE GROWTH PORTFOLIO
Value at beginning of period                        $10.000(7)
Value at end of period                              $10.893
Increase (decrease) in value of accumulation
 unit(1)                                               8.93%
Number of accumulation units outstanding at
 end period                                         227,582
</TABLE>
 
- --------------------------------------------------------------------------------
                                AUV HISTORY - 2
<PAGE>
                  CONDENSED FINANCIAL INFORMATION (CONTINUED)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
   
<TABLE>
<CAPTION>
                                                   1995          1994       1993      1992
                                               ------------   ----------   -------   -------
LEXINGTON NATURAL RESOURCES TRUST
<S>                                            <C>            <C>          <C>       <C>
Value at beginning of period                        $ 9.079      $ 9.716   $10.000(12)
Value at end of period                              $10.479      $ 9.079   $ 9.716
Increase (decrease) in value of accumulation
 unit(1)                                              15.42%       (6.56)%   (2.84)%
Number of accumulation units outstanding at
 end of period                                      162,462      141,076    27,908
 
NEUBERGER & BERMAN GROWTH PORTFOLIO
Value at beginning of period                        $12.199      $12.990   $10.123   $10.000(10)
Value at end of period                              $15.871      $12.199   $12.990   $10.123
Increase (decrease) in value of accumulation
 unit(1)                                              30.10%       (6.09)%   28.32%     1.23%
Number of accumulation units outstanding at
 end of period                                      526,542      228,370    71,556     2,275
 
SCUDDER INTERNATIONAL PORTFOLIO CLASS A SHARES
Value at beginning of period                        $13.372      $13.654   $10.051   $10.000(10)
Value at end of period                              $14.674      $13.372   $13.654   $10.051
Increase (decrease) in value of accumulation
 unit(1)                                               9.74%       (2.07)%   35.85%     0.51%
Number of accumulation units outstanding at
 end of period                                      720,017      652,630   144,303       324
 
TCI GROWTH
Value at beginning of period                        $10.883      $11.159   $10.232   $10.000(13)
Value at end of period                              $14.091      $10.883   $11.159   $10.232
Increase (decrease) in value of accumulation
 unit(1)                                              29.47%       (2.48)%    9.06%     2.32%
Number of accumulation units outstanding at
 end of period                                    2,735,782    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  during
     August 1995, when the Fund became available under the Contract.
    
 
   
 (8) The  initial  Accumulation Unit  value  was established  at  $10.000 during
     September 1995, when the Fund became available under the Contract.
    
 
   
 (9) 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.
    
 
   
 (10) 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.
    
 
 (11) The initial  Accumulation Unit  value was  established at  $10.000  during
      October 1994, when the funds were first received in this option.
 
   
 (12) 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.
    
 
   
 (13) 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.
    
 
- --------------------------------------------------------------------------------
                                AUV HISTORY - 3
<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 Holdings, Inc.,
which is in turn  a wholly owned subsidiary  of Aetna Retirement Services,  Inc.
and an indirect wholly owned subsidiary of Aetna Life and Casualty 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  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 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  availability of  Funds may be  subject to  regulatory authorization. In
addition, the Company may add or withdraw Funds, as permitted by applicable law.
Not all Funds may be available in all jurisdictions.
 
    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)
 
- -AETNA INVESTMENT ADVISERS FUND, INC. is a managed fund which seeks to  maximize
 investment   return  consistent   with  reasonable   safety  of   principal  by
 
- --------------------------------------------------------------------------------
                                       1
<PAGE>
 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 of
 companies which have a market capitalization of $1 billion or greater.(2)
 
- -ALGER  AMERICAN  FUND--ALGER  AMERICAN  SMALL  CAPITALIZATION  PORTFOLIO  seeks
 long-term  capital appreciation. Except during temporary defensive periods, the
 Portfolio invests at  least 65%  of its total  assets in  equity securities  of
 companies  that, at the time of purchase  of such securities, have total market
 capitalization within  the range  of  companies included  in the  Russell  2000
 Growth  Index, updated quarterly. The Russell  2000 Growth Index is designed to
 track the performance of small capitalization companies. At March 31, 1996, the
 range of  market capitalization  of these  companies was  $20 million  to  $3.0
 billion.(2)
 
- -FIDELITY INVESTMENTS' VARIABLE INSURANCE PRODUCTS FUND II--CONTRAFUND PORTFOLIO
 seeks  maximum total return  over the long  term by investing  mainly in equity
 securities of companies that are undervalued or out-of-favor.(3)
 
- -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.(3)
 
- -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.(3)
 
- -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).(3)
 
- -JANUS ASPEN SERIES--AGGRESSIVE GROWTH  PORTFOLIO is a NONDIVERSIFIED  portfolio
 that  seeks long-term growth  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 December 29,  1995 included companies with capitalizations  between
 approximately $118 million and $7.5 billion, but which is expected to change on
 a regular basis.(4)
 
- -JANUS   ASPEN  SERIES--BALANCED  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 securities selected primarily for their growth potential and 40%-60% of  its
 assets in securities selected primarily for their income potential.(4)
 
- -JANUS  ASPEN SERIES--FLEXIBLE  INCOME PORTFOLIO  seeks to  obtain maximum total
 return, consistent with preservation  of capital. Total  return is expected  to
 result  from  a combination  of current  income  and capital  appreciation. The
 Portfolio invests in  all types  of income  producing securities  and may  have
 substantial  holdings of  debt securities  rated below  investment grade (e.g.,
 junk bonds).(4)
 
- -JANUS ASPEN SERIES--GROWTH  PORTFOLIO seeks  long-term growth of  capital in  a
 manner consistent with the
 
- --------------------------------------------------------------------------------
                                       2
<PAGE>
 preservation  of  capital. The  Portfolio pursues  its investment  objective by
 investing in common stocks of companies of any size.(4)
 
- -JANUS ASPEN SERIES--SHORT-TERM BOND PORTFOLIO seeks as high a level of  current
 income as is consistent with preservation of capital. The Portfolio pursues its
 investment  objective  by  investing primarily  in  short-and intermediate-term
 fixed income securities.(4)
 
- -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.(4)
 
- -LEXINGTON NATURAL  RESOURCES TRUST  is a  NONDIVERSIFIED 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.(5)
 
   
- -NEUBERGER & BERMAN ADVISERS MANAGEMENT  TRUST-- GROWTH PORTFOLIO seeks  capital
 appreciation  without  regard to  income.  The Portfolio  generally  invests in
 securities believed  to  have  the  maximum  potential  for  long-term  capital
 appreciation.  The  Portfolio expects  to be  almost  fully invested  in common
 stocks, often  of  companies  that may  be  temporarily  out of  favor  in  the
 market.(6)
    
 
- -SCUDDER  VARIABLE LIFE INVESTMENT FUND-- INTERNATIONAL PORTFOLIO CLASS A SHARES
 seeks long-term growth  of capital  primarily through  diversified holdings  of
 marketable foreign equity investments.(7)
 
- -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.(8)
 
   
Investment Advisers for each of the Funds:
    
   
(1) Aetna Life Insurance and Annuity Company
    
   
(2) Fred Alger Management, Inc.
    
   
(3) Fidelity Management & Research Company
    
   
(4) Janus Capital Corporation
    
   
(5) Lexington   Management  Corporation   (adviser);  Market   Systems  Research
    Advisors, Inc. (subadviser)
    
   
(6) Neuberger & Berman Management Inc. (Investment Manager); Neuberger & Berman,
    L.P. (Sub-Adviser)
    
   
(7) Scudder, Stevens & Clark, Inc.
    
(8) 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 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 OPTION
 
    Purchase Payments  may be  allocated  to the  Fixed  Account, which  is  the
Credited  Interest Option available  under the Contract. The  Fixed Account is 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  from
time to time. Transfers from the Fixed Account are limited. (See the Appendix.)
 
- --------------------------------------------------------------------------------
                                       3
<PAGE>
                                    PURCHASE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
CONTRACT AVAILABILITY
 
    The Contracts are designed to provide retirement benefits to individuals who
either are not participating in formal retirement plans, or are participating in
formal  retirement plans but  wish to personally  supplement their benefits. The
usual maximum issue age where Annuity  payments are not to begin immediately  is
age  80.  For Contracts  where Annuity  payments are  to begin  immediately, the
maximum issue age depends on the Annuity option selected but may not be  greater
than age 90.
 
    This  Contract may be  aggregated with other  annuity contracts purchased by
you 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.")
 
CONTRACT PURCHASE
 
    Prospective Contract  Holders  may  purchase a  Contract  by  submitting  an
application  to the Company.  The Company must accept  or reject the application
within two  business days  of receipt.  If the  application 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,  pending  acceptance  of  the  forms.  Any  Purchase  Payment
accompanying the  application,  or  received  prior to  the  acceptance  of  the
application,  will be invested as of the  date of acceptance. If the application
is rejected, the application and any  Purchase Payments will be returned to  the
Contract Holder.
 
PURCHASE PAYMENTS
 
    Two  types of Contracts are available. Continuing, periodic payments will be
placed in  "Installment  Purchase  Payment  Contracts."  Lump-sum  transfers  of
amounts  accumulated under a pre-existing plan may be placed in "Single Purchase
Payment Contracts."  The minimum  Purchase  Payment for  a new  Single  Purchase
Payment  Contract is $5,000. Installment Purchase Payments must be at least $100
per month ($1,200 annually) and may not be less than $25 per payment.
 
    ALLOCATION  OF  PURCHASE  PAYMENTS.  Purchase  Payments  will  initially  be
allocated  to  the  Subaccounts  or  the  Fixed  Account  as  specified  on  the
application. 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
 
    You  may cancel the Contract without penalty  by returning it to the Company
with a written notice  of your intent  to cancel. In most  states, you have  ten
days  to exercise this right;  some states allow you  a longer free-look period.
When we receive  your request  for cancellation,  we will  return your  Contract
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  Contract
Value).  In states that do  not require a return  of Purchase Payments, you bear
the entire investment risk  for amounts allocated  among the Subaccounts  during
the  free look period.  Contract Values will  be determined as  of the Valuation
Date on which we receive your request for cancellation at our Home Office.
 
                             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 the  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
 
- --------------------------------------------------------------------------------
                                       4
<PAGE>
used  to recover distribution expenses relating to the Contracts and as a source
of profit  to  the Company.  The  Company expects  to  make a  profit  from  the
mortality and expense risk charge.
 
    ADMINISTRATIVE  EXPENSE CHARGE.   The  Company reserves  the right,  upon 30
days' notice,  to  make  a  deduction  from  each  of  the  Subaccounts  for  an
administrative expense charge. The administrative expense 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.
 
    Under  the Contract, the amount of  the administrative expense 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 expense 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 of $20 from Installment Purchase Contracts on each Contract Year
anniversary.  No  maintenance  fee  is  deducted  from  Single  Purchase Payment
Contracts. The  maintenance fee  is to  reimburse the  Company for  some of  its
administrative  expenses relating  to the  establishment and  maintenance of the
Contracts.
 
    The maintenance  fee  will  be  deducted  on a  pro  rata  basis  from  each
Subaccount  in which  you have  an interest.  The maintenance  fee will  also be
deducted upon termination of the Contract, to the extent permitted by state law.
 
DEFERRED SALES CHARGE
 
    Withdrawals of all or a  portion of the Contract Value  may be subject to  a
deferred  sales charge. The deferred sales charge is a percentage of the amounts
withdrawn from the Subaccounts and the Fixed Account.
 
    For Installment Purchase  Payment Contracts,  the deferred  sales charge  is
based  on the number of completed  Purchase Payment Periods. For Single Purchase
Payment Contracts, it is based on the number of Contract Years that have elapsed
since the Contract effective  date. 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 CONTRACT:
                                          DEFERRED
                                            SALES
PURCHASE PAYMENT                           CHARGE
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 CONTRACT:
                                          DEFERRED
                                            SALES
CONTRACT YEARS                             CHARGE
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>
 
    A  deferred  sales charge  will  not be  deducted  from any  portion  of the
Contract Value if the withdrawal is:
 
- - applied to provide Annuity benefits;
 
- - taken on or after the tenth anniversary of the effective date of the Contract;
 
- - paid due to your death;
 
- - made due to the election of the Systematic Withdrawal Option (see  "Additional
  Withdrawal Option"); or
 
- - paid  due to a full withdrawal where the  Contract Value is $2,500 or less and
  no amount has been withdrawn during the prior 12 months; or
 
- - taken from an Installment  Purchase Payment Contract if  you are at least  age
  59 1/2 and have completed nine Purchase Payment Periods.
 
    The  deduction for  the deferred  sales charge will  not exceed  8.5% of the
total Purchase Payments  actually made  to the  Contract. The  Company does  not
anticipate   that  the   deferred  sales  charge   will  cover   all  sales  and
 
- --------------------------------------------------------------------------------
                                       5
<PAGE>
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.
 
    FREE WITHDRAWALS.  Up to 10% of the current Contract Value may be  withdrawn
during  each calendar  year without imposition  of a deferred  sales charge. The
free withdrawal applies only  to the first partial  withdrawal in each  calendar
year.  The 10%  amount will  be based  on the  Contract Value  calculated on the
Valuation Date next following our receipt  of your request for withdrawal.  This
provision  does not  apply to  a full withdrawal  of the  Contract or  if SWO is
elected. This provision also  does not apply for  those Contracts issued in  the
state of Washington. (See "Additional Withdrawal Option.")
 
    In the instances cited above, no deferred sales charge is deducted. However,
the withdrawn amount may be subject to the 10% penalty tax.
 
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 set forth  in the Fee Table in
this Prospectus and described more fully in the accompanying Fund prospectus.
 
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  Contract Values at  any time, but  no
earlier than we have a tax liability under state law.
 
    Any  municipal  premium tax  assessed  at a  rate in  excess  of 1%  will be
deducted from the Purchase Payment(s) or  from the amount applied to an  Annuity
Option  based upon our determination of when such tax is due. We will absorb any
municipal premium tax which  is assessed at  1% or less.  We reserve the  right,
however,  to  reflect  this added  expense  in  our Annuity  purchase  rates for
residents of such municipalities.
 
    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. (See "Tax Status.")
 
                               CONTRACT VALUATION
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
CONTRACT VALUE
 
    Until  the Annuity  Date, the  Contract Value is  the total  dollar value of
amounts held under your Contract as of any Valuation Date. The Contract Value at
any given time is based on the value of the units held in each Subaccount,  plus
the value of amounts held in the Fixed Account.
 
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 expense charge (if any).
 
    Initial  Purchase Payments  will be credited  to your  Contract as described
under "Purchase." Each subsequent Purchase Payment (or amount transferred)  will
be  credited to  your Contract 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:
 
- --------------------------------------------------------------------------------
                                       6
<PAGE>
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;
 
d) divided by the total value of the Subaccount's Accumulation and Annuity Units
   on the preceding Valuation Date;
 
e) minus a daily charge at the annual effective rate of 1.25% for mortality  and
   expense  risks, and  an administrative expense  charge which  will not exceed
   0.25% on an annual basis (currently 0%).
 
    The net investment rate may be either positive or negative.
 
                                   TRANSFERS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
    At any time prior to the Annuity  Date, you can transfer amounts held  under
your  Contract  from  one Subaccount  to  another. Transfers  between  the Fixed
Account and  the  Subaccounts are  subject  to certain  restrictions.  (See  the
Appendix.) 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.
 
    The Company currently allows unlimited  transfers of accumulated amounts  to
available investment options without charge. The transfer amount may not be less
than $500. The total number of investment options that you may select during the
Accumulation  Period  may be  limited,  as set  forth  on your  application. 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  become
available   under   some  Annuity   Options   later  in   1996.   (See  "Annuity
Period--Annuity Options.")
 
DOLLAR COST AVERAGING PROGRAM
 
    You may establish  automated transfers of  Contract Values on  a monthly  or
quarterly basis through the Company's Dollar Cost Averaging Program. 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. Please  refer
to  the Inquiries section of the Prospectus  Summary which describes how you can
obtain further information.
 
                                  WITHDRAWALS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
    All or a portion of the Contract  Value may be withdrawn at any time  during
the  Accumulation Period. To request a  withdrawal, you must properly 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 A CONTRACT: The amount  paid upon a full withdrawal will  be
 the  Contract Value allocated  to the Subaccounts and  the Fixed Account, minus
 any applicable deferred sales charge and maintenance fee due.
 
- -PARTIAL WITHDRAWALS (Percentage): The amount paid will be the percentage of the
 Contract Value requested minus any applicable deferred sales charge.
 
- -PARTIAL WITHDRAWAL  (Specified Dollar  Amount):  The amount  paid will  be  the
 dollar  amount requested. However, the amount  withdrawn from the Contract will
 equal the amount requested plus any applicable deferred sales charge.
 
    For any partial withdrawal, amounts  will be withdrawn proportionately  from
each Subaccount or the
 
- --------------------------------------------------------------------------------
                                       7
<PAGE>
Fixed  Account in which your Contract  is invested, unless you request otherwise
in writing. All amounts  paid will be  based on Contract 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.
 
    Tax treatment of withdrawals from this  Contract may be modified if you  own
other annuity contracts issued by us (and our affiliates) that were purchased on
or after October 12, 1988. (See "Tax Status--Multiple Contracts.")
 
REINVESTMENT PRIVILEGE
 
    You  may elect to reinvest all or a  portion of the proceeds received from a
full withdrawal of your Contract within  30 days after such withdrawal has  been
made.  Accumulation  Units  will be  credited  to  the Contract  for  the amount
reinvested, as well as any maintenance fee and any deferred sales charge imposed
at the  time  of withdrawal.  Any  maintenance fee  which  falls due  after  the
withdrawal  and  before  the  reinvestment will  be  deducted  from  the amounts
reinvested. Reinvested amounts will be reallocated to the applicable  investment
options in the same proportion as they were allocated at the time of withdrawal.
Accumulation  Units will be credited to  your Contract based on the Accumulation
Unit Value next computed  following our receipt of  your request along with  the
amount  to be reinvested. The  reinvestment privilege may be  used only once. If
you are contemplating reinvestment, you  should seek competent advice  regarding
the tax consequences associated with such a transaction.
 
                          ADDITIONAL WITHDRAWAL OPTION
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
    The  Company  offers a  withdrawal  option under  the  Contract that  is not
considered an annuity option ("Additional Withdrawal Option"). To exercise  this
option, the Contract Value must meet the minimum dollar amounts and age criteria
applicable to that option.
 
- -SWO--SYSTEMATIC  WITHDRAWAL OPTION. SWO is a series of partial withdrawals from
 the Contract 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.
 
    Other  Additional  Withdrawal  Options  may  be  added  from  time  to time.
Additional information  relating  to the  Additional  Withdrawal Option  may  be
obtained from your local representative or from the Company at its Home Office.
 
    If  you select an Additional  Withdrawal Option, you will  retain all of the
rights and  flexibility permitted  under the  Contract during  the  Accumulation
Period.  Your Contract  Value will  continue to  be subject  to the  charges and
deductions described in this Prospectus.
 
    Once you elect an Additional Withdrawal  Option, you may revoke it any  time
by  submitting a written request to our Home Office. Once the option is revoked,
it may not be elected again. The  Company reserves the right to discontinue  the
availability  of SWO  or any  other Additional  Withdrawal Options  at any time,
and/or to change the terms of future elections.
 
                    DEATH BENEFIT DURING ACCUMULATION PERIOD
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
    The  Contract   provides  that   a   death  benefit   is  payable   to   the
beneficiary(ies)  upon your  death before  the Annuity  Date. The  amount of the
death benefit will be equal to the Contract Value. Death benefit proceeds may be
paid to the beneficiary:
 
- - in a lump sum; or
 
- - in accordance with any of the Annuity Options available under the Contract.
 
    The beneficiary may instead elect one of the following two options; however,
the Code limits how long the death benefit proceeds may be left in these options
(see below):
 
- - to leave the Contract Value invested in the Contract; or
 
- - to leave the Contract Value on  deposit in the Company's general account,  and
  to  receive  monthly, quarterly,  semi-annual or  annual interest  payments at
 
- --------------------------------------------------------------------------------
                                       8
<PAGE>
  the interest rate then being credited on such deposits. The balance on deposit
  can be withdrawn at any time or applied to an Annuity Option.
 
    When paying the  beneficiary, we will  determine the Contract  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 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. 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.
An exception to  this provision  applies if  the beneficiary  is your  surviving
spouse,  in which case  the beneficiary may  elect to be  treated as a successor
Contract Holder of the Contract. This successor Contract Holder may exercise all
rights to the Contract. Under the  Code, no distributions from the Contract  are
required  until the  death of  this successor Contract  Holder. In  no event may
payments extend beyond  the life  expectancy of  the beneficiary  or any  period
certain  greater than  the 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.")
 
                                 ANNUITY PERIOD
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
ANNUITY PERIOD ELECTIONS
 
    At least 30 days prior to the Annuity Date, you 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" below.)
    
 
    Until a  date and  option are  elected,  the Account  will continue  in  the
Accumulation  Period. Once Annuity Payments begin, the Annuity Option may not be
changed, nor  may transfers  currently be  made among  the investment  option(s)
selected.  (See  "Annuity Options"  below for  more information  about transfers
during the Annuity Period.)
 
   
PARTIAL ANNUITIZATION
    
 
   
    You may elect an Annuity Option with  respect to a portion of your  Contract
Value,  while leaving the  remaining portion of your  Contract Value invested in
the Accumulation  Period.  The  Code  and  the  regulations  thereunder  do  not
specifically  address the tax treatment applicable to payments provided pursuant
to the exercise  of this option.  The Company takes  the position that  payments
provided  pursuant to this option are taxable  as annuity payments, and not as a
withdrawal. However, because  the tax  treatment of such  payments is  currently
unclear,  you should consult with a qualified tax adviser if you are considering
a partial annuitization of your Contract.
    
 
ANNUITY OPTIONS
 
    You 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.
 
- --------------------------------------------------------------------------------
                                       9
<PAGE>
- -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.
 
    An annuity may be selected on a fixed or variable basis and payments may  be
made for 3-30 years. If a nonlifetime option is elected on a variable basis, the
Annuitant  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 nonlifetime option is not available on
a variable basis under a Contract which provides for immediate annuity benefits.
 
   
    We may also offer additional Annuity  Options under your Contract from  time
to  time. The Company  expects to offer additional  Annuity Options and enhanced
versions of the  Annuity Options listed  above at some  time during 1996.  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.
 
    AMOUNT  OF EACH ANNUITY PAYMENT.  The  amount of each payment depends on the
size of your  Contract 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  your Contract  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 expense 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.
 
- --------------------------------------------------------------------------------
                                       10
<PAGE>
    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 beneficiary (unless  otherwise requested), and  no deferred sales  charge
will be imposed.
 
    If  the Annuitant dies after  Annuity payments have begun  and if there is a
death benefit payable under the Annuity Option elected, the remaining value must
be distributed to  the beneficiary  at least as  rapidly as  under the  original
method of distribution.
 
    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 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 Account investment income and realized net capital gains  will
not  be taxed to the  extent that such income and  gains are applied to increase
the reserves under the Contracts.
 
    Accordingly, the Company does not anticipate that it will incur any  federal
income  tax liability attributable  to the Separate  Account and, therefore, the
Company does  not intend  to make  provisions for  any such  taxes. However,  if
changes  in the federal tax laws or interpretation 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
 
    DIVERSIFICATION.  Section 817(h) of the  Code requires that with respect  to
the  Contracts,  the investments  of the  Funds  be "adequately  diversified" in
accordance with Treasury Regulations  in order for the  Contracts to qualify  as
annuity  contracts  under 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  affects  how the  Funds' assets  may  be
invested.
 
    In  certain  circumstances,  owners  of variable  annuity  contracts  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. The IRS has stated in published rulings
that a variable contract owner will be considered the owner of separate  account
assets  if the contract owner possesses incidents of investment control over the
assets. The ownership rights under the contract are similar to, but different in
certain respects from those described by
 
- --------------------------------------------------------------------------------
                                       11
<PAGE>
the IRS in  rulings in which  it was  determined that contract  owners were  not
owners of separate account assets. For example, a Contract Holder has additional
flexibility  in allocating premium payments and account values. In addition, the
number of funds provided  under the Contract is  significantly greater than  the
number  of funds offered in  contracts on which rulings  have been issued. These
differences could result in a  Contract Holder being treated  as the owner of  a
pro rata portion of the assets of the Separate Account. 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.
 
    REQUIRED  DISTRIBUTIONS:  In order to be  treated as an annuity contract for
federal income  tax  purposes, section  72(s)  of  the Code  requires  that  the
Contracts  provide that (a) if any Contract  Holder dies on or after the annuity
date but  prior  to the  time  the entire  interest  in the  Contract  has  been
distributed, the remaining portion of such interest will be distributed at least
as rapidly as under the method of distribution being used as of the date of such
Contract  Holder's  death; and  (b) if  any  Contract Holder  dies prior  to the
annuity date, the  entire interest in  the Contract will  be distributed  within
five  years after the  date of such Contract  Holder's death. These requirements
will be considered satisfied as to  any portion of a Contract Holder's  interest
which  is payable to or for the  benefit of a "designated beneficiary" and which
is distributed over the life of  such "designated beneficiary" or over a  period
not extending beyond the life expectancy of that beneficiary, provided that such
distributions  begin  within  one  year  of  the  Contract  Holder's  death. The
"designated beneficiary" refers to a  natural person designated by the  Contract
Holder  as a beneficiary and to whom  ownership of the Contract passes by reason
of death. However, if  the "designated beneficiary" is  the surviving spouse  of
the  deceased Contract Holder, the Contract  may be continued with the surviving
spouse as the new Contract Holder.
 
    The Contracts  contain provisions  which  are intended  to comply  with  the
requirements  of section 72(s) of the Code, although no regulations interpreting
these requirements have  yet been  issued. The  Company intends  to review  such
provisions  and modify  them if  necessary to assure  that they  comply with the
requirements of Code section 72(s) when clarified by regulation or otherwise.
 
    The following  discussion  is based  on  the assumption  that  the  Contract
qualifies as an annuity contract for federal income tax purposes.
 
TAXATION OF ANNUITIES
 
    IN  GENERAL:   Section  72  of the  Code  governs taxation  of  annuities in
general. The Company  believes that a  Contract Holder who  is a natural  person
generally  is not  taxed on increases  in the Contract  Value until distribution
occurs by withdrawing all or part  of such Contract Value (e.g., withdrawals  or
Annuity  payments  under  the Annuity  Option  elected). For  this  purpose, the
assignment, pledge, or agreement to assign or pledge any portion of the Contract
Value generally will  be treated  as a distribution.  The taxable  portion of  a
distribution  (in the form of a single sum  payment or an annuity) is taxable as
ordinary income.
 
   
    NON-NATURAL HOLDERS OF A CONTRACT.  If the Contract Holder is not a  natural
person,  a Contract is not treated as an annuity for income tax purposes and the
"income on the contract" for the  taxable year is currently taxable as  ordinary
income.  "Income on the contract" is any increase over the year in the Surrender
Value, adjusted  for  amounts  previously  distributed  and  amounts  previously
included  in income.  There are  some exceptions to  the rule  and a non-natural
person should consult with its tax advisor prior to purchasing this Contract.  A
non-natural  person exempt from federal income taxes should consult with its tax
adviser regarding treatment  of "income  on the  contract" for  purposes of  the
unrelated business income tax.
    
 
   
    The  following discussion generally applies to a Contract owned by a natural
person.
    
 
    WITHDRAWALS:    Partial   withdrawals,  including   withdrawals  under   the
Systematic  Withdrawal Option,  are generally treated  as taxable  income to the
extent that the  Contract Value  immediately before the  withdrawal exceeds  the
"investment  in the contract"  at that time.  Full surrenders of  a Contract are
treated as taxable  income to the  extent that the  amount received exceeds  the
"investment in the contract."
 
    ANNUITY  PAYMENTS:  Although the tax  consequences may vary depending on the
Annuity payment elected under the Contract, in general, only the portion of  the
Annuity  payment that represents the amount  by which the Contract Value exceeds
the "investment in  the contract" will  be taxed. After  the "investment in  the
contract"   is   recovered,  the   full   amount  of   any   additional  Annuity
 
- --------------------------------------------------------------------------------
                                       12
<PAGE>
payments is  taxable. For  variable  annuity payments,  the taxable  portion  is
generally determined by an equation that establishes a specific dollar amount of
each  payment that is not taxed. The dollar amount is determined by dividing the
"investment in the contract" by the total number of expected periodic  payments.
However,  the  entire  distribution  will  be  taxable  once  the  recipient has
recovered the dollar  amount of  his or her  "investment in  the contract."  For
fixed  annuity  payments, in  general there  is no  tax on  the portion  of each
payment which represents the  same ratio that the  "investment in the  contract"
bears  to the total expected  value of the Annuity payments  for the term of the
payments; however, the remainder  of each Annuity payment  is taxable. Once  the
"investment  in the contract" has  been fully recovered, the  full amount of any
additional Annuity payments is taxable. If Annuity payments cease as a result of
an Annuitant's death before full recovery  of the "investment in the  contract,"
consult  a  competent tax  adviser  regarding deductibility  of  the unrecovered
amount.
 
    PENALTY TAX:  In the case of a distribution, there may be imposed a  federal
income  tax penalty  equal to 10%  of the  amount treated as  taxable income. In
general, however, there is no penalty tax on distributions: (1) made on or after
the date on which the taxpayer attains age 59 1/2; (2) made as a result of death
or disability of a Contract Holder; (3) received in substantially equal periodic
payments as a life annuity or a joint and survivor annuity for the lives or life
expectancies of the Contract Holder and a "designated beneficiary".
 
    TAXATION OF DEATH  BENEFIT PROCEEDS:   Amounts may be  distributed from  the
Contract  because of the death of a Contract Holder or the Annuitant. Generally,
such amounts are includible in  the income of the  recipient as follows: (1)  if
distributed in a lump sum, they are taxed in the same manner as a full surrender
as  described above,  or (2)  if distributed under  an Annuity  Option, they are
taxed in the same manner as Annuity payments, as described above.
 
    TRANSFERS, ASSIGNMENTS,  OR  EXCHANGES  OF  THE CONTRACT:    A  transfer  of
ownership  of  a  Contract, the  designation  of  an Annuitant,  payee  or other
beneficiary who is not also a Contract Holder, the selection of certain  Annuity
Dates, or the exchange of a Contract may result in certain tax consequences that
are  not discussed herein. Anyone  contemplating any such designation, transfer,
assignment, selection, or exchange should  contact a competent tax adviser  with
respect to the potential tax effects of such a transaction.
 
    MULTIPLE  CONTRACTS:  All deferred  non-qualified annuity contracts that are
issued on or after October  12, 1988 by the Company  (or its affiliates) to  the
same  owner during any calendar year are treated as one annuity contract for the
purposes of  determining the  amount includible  in gross  income under  section
72(e)  of the Code. In addition,  the Treasury Department has specific authority
to issue regulations  that prevent the  avoidance of Section  72(e) through  the
serial  purchase of annuity contracts or  otherwise. Congress has also indicated
that the  Treasury  Department  may  have authority  to  treat  the  combination
purchase  of  an  immediate  annuity  contract  and  separate  deferred  annuity
contracts as a single annuity contract under its general authority to  prescribe
rules as may be necessary to enforce the income tax laws.
 
    WITHHOLDING:  Annuity distributions generally are subject to withholding for
the recipient's federal income tax liability at rates that vary according to the
type  of  distribution  and  the recipient's  tax  status.  Recipients, however,
generally are provided the  opportunity to elect not  to have tax withheld  from
distributions.
 
                                 MISCELLANEOUS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
DISTRIBUTION
 
    The  Company will serve as the principal 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 principal 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
Contract Holders in connection with establishing their Contracts.
 
    PAYMENT OF  COMMISSIONS.   Persons offering  and selling  the Contracts  may
receive commissions in
 
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                                       13
<PAGE>
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. The percentage  amount will range from 1%  to 7 1/2% of those
Purchase Payments. The Company may also pay renewal commissions and service fees
on Purchase Payments made after the first year. 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 expenses. The name of the Distributor  and
the  registered representative  responsible for your  Contract are  set forth in
your application. Commissions and sales related expenses are paid by the Company
and   are   not   deducted   from   Purchase   Payments.   (See   "Charges   and
Deductions--Deferred Sales Charge.")
 
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.
 
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  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,
the administrative expense  charge 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.
 
VOTING RIGHTS
 
    In accordance with  the Company's view  of present applicable  law, it  will
vote the shares of each of the Funds held by the Separate Account at regular and
special  meetings of Fund shareholders  in accordance with instructions received
from Contract  Holders.  The Company  will  vote shares  for  which it  has  not
received instructions in the same proportion as it votes shares for which it has
received instructions.
 
    Contract  Holders will receive  periodic reports relating  to the Fund(s) in
which they have an interest, as well as any proxy materials and a form on  which
to  give voting instructions.  Voting instructions will  be solicited by written
communication at least 14 days before such meeting. The number of votes to which
each person may give direction will be  determined as of the record date set  by
the Fund.
 
    The  number of votes  each Contract Holder may  cast during the Accumulation
Period is equal to the portion of the Contract Value 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 Contract Value or valuation reserve relates
to more than one Fund, the calculation of votes will be performed separately for
each Fund.
 
MODIFICATION OF THE CONTRACT
 
    The Company may change the Contract as required by federal or state law.  In
addition,  the Company may, upon 30 day's written notice to the Contract Holder,
make
 
- --------------------------------------------------------------------------------
                                       14
<PAGE>
changes to  certain  provisions  of  the  Contract  if  it  deems  an  amendment
appropriate.  However, no change will affect the  amount or terms of any annuity
which begins before the change, and  certain provisions of the Contract may  not
be  changed. Certain changes  will require the approval  of appropriate state or
federal regulatory authorities.
 
TRANSFER OF OWNERSHIP; ASSIGNMENT
 
    No assignment of a Contract will be binding on us unless made in writing and
sent to us at  our Home Office.  The Company will  use reasonable procedures  to
confirm  that the assignment is  authentic, including verification of signature.
If the Company fails to follow its procedures, it would be liable for any losses
to you directly resulting  from the failure. Otherwise,  we are not  responsible
for  the validity of any  assignment. The rights of  the Contract Holder and the
interest of the Annuitant and any beneficiary  will be subject to the rights  of
any assignee of record.
 
LEGAL 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.
 
                                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:
 
<TABLE>
<S>                                                                                  <C>
General Information and History
Variable Annuity Account B
Offering and Purchase of Contracts
Performance Data
    General
    Average Annual Total Return Quotations
Annuity Payments
Sales Material and Advertising
Independent Auditors
Financial Statements of the Separate Account
Financial Statements of the Company
</TABLE>
 
- --------------------------------------------------------------------------------
                                       15
<PAGE>
                                    APPENDIX
                                 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  (this minimum  interest rate  cannot be  changed by  the Company). The
Company may  credit a  higher interest  rate from  time to  time. 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 Purchase  Payment values  and
promising a minimum interest rate and Annuity Payment.
 
    Under certain emergency conditions, the Company may defer payment:
 
    (a) for a period of up to 6 months (unless not allowed by state law); and
 
    (b) as provided by federal law.
 
    Amounts  applied to the Fixed Account will  earn the interest rate in effect
when actually applied to the Fixed Account.
 
    The Fixed Account will reflect a compound interest rate credited by us.  The
interest  rate quoted is an  annual effective yield. We  make no deductions from
the credited interest  rate for  mortality and  expense risks;  these risks  are
considered in determining the credited rate.
 
TRANSFERS AMONG INVESTMENT OPTIONS
 
    Transfers   from  the  Fixed  Account  to  any  other  available  investment
options(s) are allowed in each calendar year during the Accumulation Period. The
amount which may  be transferred may  vary at our  discretion; however, it  will
never be less than 10% of the amount held under the Fixed Account.
 
    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.
 
- --------------------------------------------------------------------------------
                                       16
<PAGE>
- -------------------------------------------------------------------------------
                          VARIABLE ANNUITY ACCOUNT B
                                      OF
                   AETNA LIFE INSURANCE AND ANNUITY COMPANY
- -------------------------------------------------------------------------------
   
            STATEMENT OF ADDITIONAL INFORMATION DATED  MAY 1, 1996
    
                     Individual Variable Annuity Contracts
   
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..................................................   5
Sales Material and Advertising....................................   6
Independent Auditors..............................................   7
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 had
assets of $27.1 billion (subject to $25.5 billion of customer and other
liabilities, $1.6 billion of shareholder equity) which includes $11 billion in
assets held in the Company's separate accounts.  The Company had $22 billion in
assets under management, including $8 billion in its mutual funds.  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 Holdings, Inc., which is in turn a wholly owned subsidiary of Aetna
Retirement Services, Inc., and an indirect 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 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 or under all
Contracts.  The Funds currently available under the Contract are as follows:
    


                                       1
<PAGE>

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

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



                                       2
<PAGE>

   
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 such date.  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 Contract Value upon redemption may be more or
less than your original cost.
    

AVERAGE ANNUAL TOTAL RETURN QUOTATIONS - STANDARDIZED AND NON-STANDARDIZED

   
The set of tables shown below represents the two variations in contract payment
type.  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 Contracts issued by the Company.  Table B
reflects the average annual standardized and non-standardized total return
quotation figures for the periods ended December 31, 1995 for the Subaccounts
under Installment Payment Contracts with a $20 annual maintenance fee.  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 CONTRACT                                                                                            FUND
       ($0 MAINTENANCE FEE)                              STANDARDIZED                     NON-STANDARDIZED            INCEPTION
                                                                                                                         DATE
- ---------------------------------------------------------------------------------------------------------------------------------
          SUBACCOUNT                             1  Year   5 Years   10 Years   1 Year   3 Years   5 Years   10 Years
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>       <C>       <C>       <C>       <C>       <C>       <C>      <C>
Aetna Variable Fund                                24.08%    11.20%    12.31%    30.61%    10.42%    12.11%    12.31%   04/30/75

Aetna Income Shares                                10.94%    7.62%     8.57%     16.78%    6.32%     8.51%     8.57%    06/01/78

Aetna Variable Encore Fund                        (0.50%)    2.56%     4.94%     4.74%     3.14%     3.40%     4.94%    09/01/75

Aetna Investment Advisers Fund, Inc.               19.37%    9.61%     8.86%*    25.65%    10.30%    10.50%    9.37%*   06/23/89

Aetna Ascent Variable Portfolio                    4.32%*     n/a       n/a      9.81%*     n/a       n/a       n/a     07/03/95

Aetna Crossroads Variable Portfolio                3.25%      n/a       n/a      8.68%*     n/a       n/a       n/a     07/03/95

Aetna Legacy Variable Portfolio                    2.27%*     n/a       n/a      7.66%*     n/a       n/a       n/a     07/03/95

Alger American Growth Portfolio                    27.95%    19.24%   17.44%*    34.68%    17.73%    20.22%   17.96%*   01/08/89

Alger American Small Cap Portfolio                 35.39%    17.79%   20.51%*    42.52%    14.07%    18.75%   20.85%*   09/21/88

Fidelity VIP II Contrafund Portfolio              31.01%*     n/a       n/a     37.91%*     n/a       n/a       n/a     01/03/95

Fidelity VIP Equity-Income Portfolio               26.75%    18.84%   11.99%*    33.43%    18.12%    19.82%   11.99%*   10/22/86

Fidelity VIP Growth Portfolio                      27.01%    18.31%   13.55%*    33.69%    15.88%    19.28%   13.55%*   11/07/86

Fidelity VIP Overseas Portfolio                    2.91%     5.91%     5.90%*    8.32%     13.86%    6.78%     6.02%*   02/13/87

Janus Aspen Aggressive Growth Portfolio            19.61%   23.24%*     n/a      25.91%    26.02%*    n/a       n/a     09/13/93

    

</TABLE>


                                       3
<PAGE>
<TABLE>
<CAPTION>
   

<S>                                                <C>      <C>        <C>       <C>      <C>       <C>       <C>      <C>
Janus Aspen Balanced Portfolio                     17.08%   10.02%*     n/a      23.24%   12.50%*     n/a       n/a     09/13/93

Janus Aspen Flexible Income Portfolio              16.21%    5.92%*     n/a      22.33%    8.31%*     n/a       n/a     09/13/93

Janus Aspen Growth Portfolio                       22.14%   11.27%*     n/a      28.56%   13.78%*     n/a       n/a     09/13/93

Janus Aspen Short-Term Bond Portfolio              2.77%     1.02%*     n/a      8.18%     3.30%*     n/a       n/a     09/13/93

Janus Aspen Worldwide Growth Portfolio             19.40%   16.51%*     n/a      25.69%   19.13%*     n/a       n/a     09/13/93

Lexington Natural Resources Trust                  9.65%     3.61%*     n/a      15.42%    5.51%     4.88%*     n/a     10/14/91

Neuberger & Berman Growth Portfolio                23.59%    15.67%    12.90%    30.10%    16.17%    16.62%    12.90%   12/31/85

Scudder International Portfolio Class A Shares     4.25%     8.11%     7.88%*    9.74%     13.44%    8.99%     8.01%*   05/01/87

TCI Growth                                         23.00%    12.57%   11.32%*    29.47%    11.26%    13.50%   11.46%*   11/20/87
    
</TABLE>

Please refer to the discussion preceding the Tables for an explanation of the
charges included in the Standardized and Non-Standardized figures.  These
figures represent historical performance and should not be considered a
projection of future performance.
                                                                 
<TABLE>
<CAPTION>
   
                                                              TABLE B
                                               ----------------------------------------------------------------------------------
  INSTALLMENT PURCHASE PAYMENT                                                                                           FUND
           ACCOUNT:                                      STANDARDIZED                     NON-STANDARDIZED            INCEPTION
     ($20 MAINTENANCE FEE)                                                                                               DATE
- ----------------------------------------------------------------------------------------------------------------------------------
          SUBACCOUNT                             1  Year   5 Years   10 Years   1 Year   3 Years   5 Years   10 Years
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>       <C>       <C>       <C>       <C>       <C>       <C>      <C>
Aetna Variable Fund                                24.06%    10.94%    12.28%    30.59%    10.40%    12.09%    12.28%   04/30/75

Aetna Income Shares                                10.92%    7.38%     8.54%     16.75%    6.30%     8.48%     8.54%    06/01/78

Aetna Variable Encore Fund                        (0.53%)    2.32%     4.92%     4.71%     3.12%     3.38%     4.92%    09/01/75

Aetna Investment Advisers Fund, Inc.               19.35%    9.35%     8.49%*    25.63%    10.28%    10.48%    9.34%*   06/23/89

Aetna Ascent Variable Portfolio                    4.29%*     n/a       n/a      9.78%*     n/a       n/a       n/a     07/03/95

Aetna Crossroads Variable Portfolio                3.23%*     n/a       n/a      8.66%*     n/a       n/a       n/a     07/03/95

Aetna Legacy Variable Portfolio                    2.25%*     n/a       n/a      7.63%*     n/a       n/a       n/a     07/03/95

Alger American Growth Portfolio                    27.93%    18.97%   17.07%*    34.66%    17.71%    20.20%   17.93%*   01/08/89

Alger American Small Cap Portfolio                 35.37%    17.52%   19.97%*    42.50%    14.05%    18.73%   20.82%*   09/21/88

Fidelity VIP II Contrafund Portfolio              30.99%*     n/a       n/a     37.89%*     n/a       n/a       n/a     01/03/95

Fidelity VIP Equity-Income Portfolio               26.73%    18.57%   11.34%*    33.40%    18.10%    19.80%   11.97%*   10/22/86

Fidelity VIP Growth Portfolio                      26.99%    18.04%   12.89%*    33.67%    15.86%    19.26%   13.53%*   11/07/86

Fidelity VIP Overseas Portfolio                    2.88%     5.67%     5.38%*    8.30%     13.84%    6.76%     5.99%*   02/13/87

Janus Aspen Aggressive Growth Portfolio            19.59%   23.21%*     n/a      25.88%   25.99%*     n/a       n/a     9/13/93
    
</TABLE>


                                                                 4
<PAGE>

<TABLE>
<CAPTION>

   
<S>                                                <C>       <C>        <C>      <C>      <C>         <C>      <C>     <C>
Janus Aspen Balanced Portfolio                     17.06%    9.99%*     n/a      23.22%   12.48%*     n/a       n/a     09/13/93

Janus Aspen Flexible Income Portfolio              16.19%    5.89%*     n/a      22.30%    8.28%*     n/a       n/a     09/13/93

Janus Aspen Growth Portfolio                       22.11%   11.24%*     n/a      28.54%   13.75%*     n/a       n/a     09/13/93

Janus Aspen Short-Term Bond Portfolio              2.75%     1.00%*     n/a      8.15%     3.27%*     n/a       n/a     09/13/93

Janus Aspen Worldwide Growth Portfolio             19.38%   16.48%*     n/a      25.67%   19.11%*     n/a       n/a     09/13/93

Lexington Natural Resources Trust                  9.63%     3.59%*     n/a      15.40%    5.48%     4.86%*     n/a     10/14/91

Neuberger & Berman Growth Portfolio                23.57%    15.41%    12.87%    30.07%    16.15%    16.60%    12.87%   12/31/85

Scudder International Portfolio Class A Shares     4.23%     7.86%     7.35%*    9.71%     13.42%    8.97%     7.99%*   05/01/87

TCI Growth                                         22.98%    12.32%   10.74%*    29.45%    11.23%    13.47%   11.44%*   11/20/87
    
</TABLE>
   

Please refer to the discussion preceding the Tables for an explanation of the
charges included in the Standardized and Non-Standardized figures.  These
figures represent historical performance and should not be considered a
projection of future performance.
    

                                       
                               ANNUITY PAYMENTS
                                       
When Annuity Payments are to begin, the value of the Account is determined
using Accumulation Unit values as of the tenth Valuation Date 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 Subaccount(s) (with a ten Valuation Date 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.



                                       5
<PAGE>

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

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

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

   
                        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 Subaccounts to established market
indices 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 Subaccount
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.
    



                                       6
<PAGE>

   
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.  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.












                                       7
<PAGE>

                             FINANCIAL STATEMENTS
                                       
                                       
                          VARIABLE ANNUITY ACCOUNT B
                                       
                                       
                                     INDEX
                                       

Independent Auditors' Report.......................................  S-2
Statement of Assets and Liabilities................................  S-3
Statement of Operations............................................  S-8
Statements of Changes in Net Assets................................ S-10
Notes to Financial Statements ..................................... S-11
Condensed Financial Information.................................... S-13

                                       
















                                      S-1
<PAGE>

                             INDEPENDENT AUDITORS' REPORT

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

We have audited the accompanying statement of assets and liabilities of Aetna
Life Insurance and Annuity Company Variable Annuity Account B (the "Account") as
of December 31, 1995, and the related statement of operations for the year then
ended, statements of changes in net assets for each of the years in the two-year
period then ended and condensed financial information for the year ended 
December 31, 1995.  These financial statements and condensed financial 
information are the responsibility of the Account's management.  Our 
responsibility is to express an opinion on these financial statements and 
condensed financial information based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and condensed
financial information are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements.  Our procedures included confirmation of securities
owned as of December 31, 1995, by correspondence with the custodian.  An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements and condensed financial information
referred to above present fairly, in all material respects, the financial
position of the Aetna Life Insurance and Annuity Company Variable Annuity
Account B as of December 31, 1995, the results of its operations for the year
then ended, changes in its net assets for each of the years in the two-year 
period then ended and condensed financial information for the year ended 
December 31, 1995 in conformity with generally accepted accounting principles.


                                                      KPMG Peat Marwick LLP

Hartford, Connecticut
February 16, 1996


                                      S-2

<PAGE>

VARIABLE ANNUITY ACCOUNT B

STATEMENT OF ASSETS AND LIABILITIES - December 31, 1995

<TABLE>
<CAPTION>
ASSETS:
<S>                                                                                                           <C>
Investments, at net asset value: (Note 1)
  Aetna Variable Fund; 20,401,661 shares at $29.06 per share (cost $600,834,096)..............................$  592,782,223
  Aetna Income Shares; 6,006,058 shares at $13.00 per share (cost $74,865,329) ...............................    78,089,373
  Aetna Variable Encore Fund; 6,101,341 shares at $13.30 per share (cost $78,645,161) ........................    81,132,779
  Aetna Investment Advisers Fund, Inc.; 7,664,725 shares at $14.50 per share (cost $98,736,185)...............   111,155,405
  Aetna GET Fund, Series B; 1,128,914 shares at $12.40 per share (cost $11,433,593) ..........................    14,000,173
  Aetna Ascent Variable Portfolio; 32,179 shares at $10.80 per share (cost $341,813) .........................       347,383
  Aetna Crossroads Variable Portfolio; 43,426 shares at $10.74 per share (cost $458,196) .....................       466,405
  Aetna Legacy Variable Portfolio; 30,419 shares at $10.64 per share (cost $321,970) .........................       323,579
  Alger American Funds:
    Alger American Balanced Portfolio; 50,517 shares at $13.64 per share (cost $687,406)......................       689,050
    Alger American Growth Portfolio; 346,280 shares at $31.16 per share(cost $10,853,903) ....................    10,790,086
    Alger American Income and Growth Portfolio; 57,421 shares at $17.79 per share (cost $1,028,289)...........     1,021,520
    Alger American Leveraged AllCap Portfolio; 112,151 shares at $17.43 per share (cost $1,922,235)...........     1,954,796
    Alger American MidCap Growth Portfolio; 167,570 shares at $19.44 per share (cost $3,250,372)..............     3,257,565
    Alger American Small Capitalization Portfolio; 646,138 shares at $39.41 per share (cost $25,418,034)......    25,464,317
  Calvert Responsibly Invested Balanced Portfolio; 203,667 shares at $1.70 per share (cost $360,358)..........       346,846
  Fidelity Investments Variable Insurance Products Funds:
    Equity-Income Portfolio; 800,426 shares at $19.27 per share (cost $14,457,609)............................    15,424,209
    Growth Portfolio; 521,413 shares at $29.20 per share (cost $15,259,452)...................................    15,225,262
    High Income Portfolio; 100,193 shares at $12.05 per share (cost $1,192,297)...............................     1,207,326
    Overseas Portfolio; 117,982 shares at $17.05 per share (cost $1,960,157)..................................     2,011,591
  Fidelity Investments Variable Insurance Products Funds II:
    Asset Manager Portfolio; 86,288 shares at $15.79 per share (cost $1,264,129)..............................     1,362,489
    Contrafund Portfolio; 867,434 shares at $13.78 per share (cost $11,830,403)...............................    11,953,244
    Index 500 Portfolio; 28,699 shares at $75.71 per share (cost $2,101,954)..................................     2,172,818
    Investment Grade Bond Portfolio; 56,547 shares at $12.48 per share (cost $694,235)........................       705,701
  Insurance Management Series:
    Corporate Bond Fund; 1,213,125 shares at $9.79 per share (cost $11,647,482)...............................    11,876,490
    Equity Growth and Income Fund; 2,084,810 shares at $12.80 per share (cost $23,768,678)....................    26,685,566
    Growth Stock Fund; 17,464 shares at $10.30 per share (cost $176,265)......................................       179,879
    International Stock Fund; 156,864 shares at $10.35 per share (cost $1,580,366)............................     1,623,538
    Prime Money Fund; 5,774,492 shares at $1.00 per share (cost $5,775,674)...................................     5,774,492
    U.S. Government Bond Fund; 438,127 shares at $10.29 per share (cost $4,432,728)...........................     4,508,328
    Utility Fund; 797,832 shares at $11.03 per share (cost $8,000,336)........................................     8,800,082
 Janus Aspen Series:
    Aggressive Growth Portfolio; 693,818 shares at $17.08 per share (cost $10,685,497)........................    11,850,406
    Balanced Portfolio; 55,709 shares at $13.03 per share (cost $699,844).....................................       725,884
    Flexible Income Portfolio; 141,156 shares at $11.11 per share (cost $1,538,432)...........................     1,568,241
    Growth Portfolio; 190,925 shares at $13.45 per share (cost $2,483,088)....................................     2,567,940
    Short-Term Bond Portfolio; 74,706 shares at $10.03 per share (cost $747,969)..............................       749,299
    Worldwide Growth Portfolio; 365,442 shares at $15.31 per share (cost $5,341,275)..........................     5,594,914
  Lexington Emerging Markets Fund; 36,371 shares at $9.38 per share (cost $345,183)...........................       341,159
  Lexington Natural Resources Trust; 166,302 shares at $11.30 per share (cost $1,690,491).....................     1,879,208


                                      S-3

<PAGE>

<CAPTION>
<S>                                                                                                           <C>
  Neuberger & Berman Advisers Management Trust - Growth Portfolio; 323,147 shares at $25.86
    per share (cost $8,279,416) ..............................................................................     8,356,574
  Scudder Variable Life Investment Fund - International Portfolio; 893,880 shares
    at $11.82 per share (cost $9,913,254).....................................................................    10,565,665
  TCI Portfolios, Inc.:
    TCI Balanced; 69,585 shares at $7.04 per share (cost $473,338) ...........................................       489,878
    TCI Growth; 4,503,433 shares at $12.06 per share (cost $46,105,299) ......................................    54,311,402
    TCI International; 113,062 shares at $5.33 per share (cost $586,969) .....................................       602,619
                                                                                                              --------------
NET ASSETS ...................................................................................................$1,130,935,704
                                                                                                              --------------
                                                                                                              --------------
</TABLE>


STATEMENT OF ASSETS AND LIABILITIES - December 31, 1995 (continued)

Net assets represented by:


<TABLE>
<CAPTION>
                                                                                           ACCUMULATION
                                                                                               UNIT
                                                                            UNITS              VALUE
                                                                            -----              -----
<S>                                                                     <C>               <C>              <C>
Reserves for annuity contracts in accumulation and payment period:
 AETNA VARIABLE FUND:
  Non-Qualified 1964 ...................................................     5,159.1      $149.975........    $773,737
  Non-Qualified I ......................................................   157,693.1       169.682........  26,757,709
  Non-Qualified II .....................................................    91,497.4       119.527........  10,936,439
  Non-Qualified III ....................................................   129,657.4       114.464........  14,841,063
  Non-Qualified V ......................................................30,554,956.8        13.972........ 426,924,429
  Non-Qualified VI .....................................................   538,384.8        13.060........   7,031,177
  Non-Qualified VII .................................................... 3,068,782.3        14.001........  42,967,268
  Reserves for annuity contracts in payment period (Note 1) ..............................................  62,550,401
 AETNA INCOME SHARES:
  Non-Qualified I ......................................................     7,341.1        46.171........     338,944
  Non-Qualified II .....................................................    46,936.3        48.232........   2,263,808
  Non-Qualified III ....................................................    11,092.5        46.616........     517,093
  Non-Qualified V ...................................................... 4,853,662.2        12.212........  59,271,792
  Non-Qualified VI .....................................................    36,561.4        11.140........     407,298
  Non-Qualified VII ....................................................   988,198.5        12.037........  11,894,717
  Reserves for annuity contracts in payment period (Note 1) ..............................................   3,395,721
 AETNA VARIABLE ENCORE FUND:
  Non-Qualified I ......................................................    19,658.0        37.683........     740,766
  Non-Qualified II .....................................................    53,953.2        38.335........   2,068,303
  Non-Qualified III ....................................................    21,094.2        36.081........     761,100
  Non-Qualified V ...................................................... 4,354,271.6        11.007........  47,927,808
  Non-Qualified VI .....................................................     8,053.2        10.728........      86,394
  Non-Qualified VII .................................................... 2,694,033.8        10.968........  29,548,408
 AETNA INVESTMENT ADVISERS FUND, INC.:
  Non-Qualified I ......................................................    38,200.7        18.002........     687,677
  Non-Qualified II .....................................................   101,130.6        17.932........   1,813,429
  Non-Qualified III ....................................................    26,617.3        17.889........     476,148
  Non-Qualified V ...................................................... 6,430,772.1        13.803........  88,762,468


                                      S-4

<PAGE>

<CAPTION>
<S>                                                                     <C>               <C>              <C>
  Non-Qualified VI .....................................................    14,277.8        11.589........     165,459
  Non-Qualified VII ....................................................   919,744.2        13.602........  12,510,415
  Reserves for annuity contracts in payment period (Note 1) ..............................................   6,739,809
 AETNA GET FUND, SERIES B:
  Non-Qualified V ...................................................... 1,089,582.2        12.849........  14,000,173
 AETNA ASCENT VARIABLE PORTFOLIO:
  Non-Qualified V ......................................................    16,790.9        10.652........     178,853
  Non-Qualified VII ....................................................    15,831.9        10.645........     168,530
 AETNA CROSSROADS VARIABLE PORTFOLIO:
  Non-Qualified V ......................................................    16,953.1        10.594........     179,603
  Non-Qualified VII ....................................................    27,089.2        10.587........     286,802
 AETNA LEGACY VARIABLE PORTFOLIO:
  Non-Qualified V ......................................................     2,222.3        10.443........      23,208
  Non-Qualified VII ....................................................    28,777.7        10.438........     300,371
 ALGER AMERICAN FUNDS:
   ALGER AMERICAN BALANCED PORTFOLIO:
  Non-Qualified VII ....................................................    54,737.3        12.588........     689,050
   ALGER AMERICAN GROWTH PORTFOLIO:
  Non-Qualified V ......................................................   275,493.6        10.157........   2,798,288
  Non-Qualified VII ....................................................   615,696.6        12.980........   7,991,798
   ALGER AMERICAN INCOME AND GROWTH PORTFOLIO:
  Non-Qualified VII ....................................................    95,828.9        10.660........   1,021,520
   ALGER AMERICAN LEVERAGED ALLCAP PORTFOLIO:
  Non-Qualified VII ....................................................   159,378.8        12.265........   1,954,796
   ALGER AMERICAN MIDCAP GROWTH PORTFOLIO:
  Non-Qualified VII ....................................................   233,109.8        13.974........   3,257,565
   ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO:
  Non-Qualified V ...................................................... 1,364,900.9        13.714........  18,718,117
  Non-Qualified VII ....................................................   507,425.1        13.295........   6,746,200
 CALVERT RESPONSIBLY INVESTED BALANCED PORTFOLIO:
  Non-Qualified V ......................................................    25,730.0        13.480........     346,846
 FIDELITY INVESTMENTS VARIABLE INSURANCE PRODUCTS FUNDS:
   EQUITY - INCOME PORTFOLIO:
  Non-Qualified V ......................................................   294,244.1        11.054........   3,252,637
  Non-Qualified VII.....................................................   913,516.8        13.324........  12,171,572
   GROWTH PORTFOLIO:
  Non-Qualified V ......................................................   288,576.0        10.066........   2,904,786
  Non-Qualified VII.....................................................   885,545.2        13.913........  12,320,476
   HIGH INCOME PORTFOLIO:
  Non-Qualified VII.....................................................   112,818.5        10.701........   1,207,326
   OVERSEAS PORTFOLIO:
  Non-Qualified V ......................................................    33,813.3        10.052........     339,882
  Non-Qualified VII.....................................................   150,017.4        11.143........   1,671,709
 FIDELITY INVESTMENTS VARIABLE INSURANCE PRODUCTS FUNDS II
   ASSET MANAGER PORTFOLIO:
  Non-Qualified VII.....................................................   116,810.0        11.664........   1,362,489
   CONTRAFUND PORTFOLIO:
  Non-Qualified V ......................................................   379,862.0        10.468........   3,976,320
  Non-Qualified VII.....................................................   684,272.2        11.658........   7,976,924
   INDEX 500 PORTFOLIO:
  Non-Qualified VII.....................................................   191,671.3        11.336........   2,172,818


                                      S-5

<PAGE>

<CAPTION>
<S>                                                                      <C>                <C>            <C>
   INVESTMENT GRADE BOND PORTFOLIO:
  Non-Qualified VII.....................................................    66,574.4        10.600........        705,701
 INSURANCE MANAGEMENT SERIES:
   CORPORATE BOND FUND:
  Non-Qualified VII..................................................... 1,020,320.8        11.640........     11,876,490
   EQUITY GROWTH AND INCOME FUND:
  Non-Qualified VII..................................................... 2,057,363.9        12.971........     26,685,566
   GROWTH STOCK FUND:
  Non-Qualified VII.....................................................    17,503.1        10.277........        179,879
   INTERNATIONAL STOCK FUND:
  Non-Qualified VII.....................................................   158,318.6        10.255........      1,623,538
   PRIME MONEY FUND:
  Non-Qualified VII.....................................................   554,933.5        10.406........      5,774,492
   U.S. GOVERNMENT BOND FUND:
  Non-Qualified VII.....................................................   417,293.2        10.804........      4,508,328
   UTILITY FUND:
  Non-Qualified VII.....................................................   727,600.6        12.095........      8,800,082
 JANUS ASPEN SERIES:
   AGGRESSIVE GROWTH PORTFOLIO:
  Non-Qualified V.......................................................   723,838.5        12.992........      9,404,275
  Non-Qualified VII.....................................................   187,583.5        13.040........      2,446,131
   BALANCED PORTFOLIO:
  Non-Qualified V.......................................................     7,771.5        10.835........         84,204
  Non-Qualified VII.....................................................    53,016.1        12.104........        641,680
   FLEXIBLE INCOME PORTFOLIO:
  Non-Qualified V.......................................................    84,047.6        12.094........      1,016,439
  Non-Qualified VII.....................................................    45,713.6        12.071........        551,802
   GROWTH PORTFOLIO:
  Non-Qualified V.......................................................    26,022.4        10.870........        282,874
  Non-Qualified VII.....................................................   176,110.7        12.975........      2,285,066
   SHORT-TERM BOND PORTFOLIO:
  Non-Qualified V.......................................................     2,677.9        10.325........         27,650
  Non-Qualified VII.....................................................    67,034.3        10.765........        721,649
   WORLDWIDE GROWTH PORTFOLIO:
  Non-Qualified V.......................................................   227,582.2        10.893........      2,479,004
  Non-Qualified VII.....................................................   252,485.1        12.341........      3,115,910
 LEXINGTON EMERGING MARKETS FUND:
  Non-Qualified VII.....................................................    36,773.1         9.277........        341,159
 LEXINGTON NATURAL RESOURCES TRUST:
  Non-Qualified V ......................................................   162,462.2        10.479........      1,702,501
  Non-Qualified VII ....................................................    16,932.5        10.436........        176,707
 NEUBERGER & BERMAN ADVISERS
   MANAGEMENT TRUST - GROWTH PORTFOLIO:
  Non-Qualified V ......................................................   526,542.1        15.871........      8,356,574
 SCUDDER VARIABLE LIFE INVESTMENT FUND:
   INTERNATIONAL PORTFOLIO:
  Non-Qualified V ......................................................   720,017.3        14.674........     10,565,665
 TCI PORTFOLIOS, INC.:
   TCI BALANCED:
  Non-Qualified VII.....................................................    40,406.8        12.124........        489,878



                                      S-6

<PAGE>

<CAPTION>
<S>                                                                      <C>                <C>            <C>

   TCI GROWTH:
  Non-Qualified II .....................................................    82,191.6        13.224........      1,086,884
  Non-Qualified III ....................................................    24,926.7        13.107........        326,719
  Non-Qualified V ...................................................... 2,735,782.0        14.091........     38,549,513
  Non-Qualified VI .....................................................    10,258.8        11.884........        121,912
  Non-Qualified VII .................................................... 1,014,612.2        14.021........     14,226,374
   TCI INTERNATIONAL:
 Non-Qualified VII......................................................    57,691.1        10.446........        602,619
                                                                                                           --------------
                                                                                                           $1,130,935,704
                                                                                                           --------------
                                                                                                           --------------
</TABLE>

See Notes to Financial Statements.


                                      S-7

<PAGE>

VARIABLE ANNUITY ACCOUNT B

STATEMENT OF OPERATIONS - Year Ended December 31, 1995

<TABLE>
<CAPTION>
<S>                                                                                    <C>            <C>
INVESTMENT INCOME:
Dividends: (Notes 1 and 3)
Aetna Variable Fund....................................................................                $97,535,899
Aetna Income Shares....................................................................                  4,800,986
Aetna Variable Encore Fund.............................................................                     61,853
Aetna Investment Advisers Fund, Inc....................................................                  7,359,482
Aetna GET Fund, Series B ..............................................................                    359,007
Aetna Ascent Variable Portfolio........................................................                      7,378
Aetna Crossroads Variable Portfolio....................................................                      8,108
Aetna Legacy Variable Portfolio........................................................                      5,625
Alger American Fund - Alger American Balanced Portfolio................................                        267
Alger American Fund - Alger American Growth Portfolio..................................                      1,379
Alger American Fund - Alger American MidCap Portfolio..................................                          2
Calvert Responsibly Invested Balanced Portfolio..................... ..................                     30,986
Fidelity Investments Variable Insurance Products Fund - Equity-Income Portfolio........                    126,924
Fidelity Investments Variable Insurance Products Fund - Growth Portfolio...............                      1,403
Fidelity Investments Variable Insurance Products Fund - Overseas Portfolio.............                        106
Fidelity Investments Variable Insurance Products Fund II - Asset Manager Portfolio.....                      3,070
Fidelity Investments Variable Insurance Products Fund II - Contrafund Portfolio........                    146,072
Insurance Management Series - Corporate Bond Fund......................................                    425,532
Insurance Management Series - Equity Growth and Income Fund............................                    249,502
Insurance Management Series - Prime Money Fund.........................................                    225,699
Insurance Management Series - U.S. Government Bond Fund................................                     98,938
Insurance Management Series - Utility Fund.............................................                    186,623
Janus Aspen Series - Aggressive Growth Portfolio.......................................                    113,664
Janus Aspen Series - Balanced Portfolio................................................                      5,931
Janus Aspen Series - Flexible Income Portfolio.........................................                     51,680
Janus Aspen Series - Growth Portfolio..................................................                     41,839
Janus Aspen Series - Short-Term Bond Portfolio.........................................                     15,670
Janus Aspen Series - Worldwide Growth Portfolio........................................                     17,957
Lexington Emerging Markets Fund........................................................                      3,323
Lexington National Resources Trust.....................................................                      7,842
Neuberger & Berman Advisers Management Trust - Growth Portfolio........................                    111,452
Scudder Variable Life Investment Fund - International Portfolio........................                     40,450
TCI Portfolios, Inc. - TCI Balanced....................................................                      5,359
TCI Portfolios, Inc. - TCI Growth......................................................                     47,667
   Total investment income ............................................................                112,097,675
Valuation period deductions (Note 2)...................................................                (11,786,592)
Net investment income .................................................................                100,311,083


                                      S-8

<PAGE>

<CAPTION>
<S>                                                                                    <C>            <C>

NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain on sales of investments: (Notes 1 and 4)
  Proceeds from sales .................................................................$495,934,611
  Cost of investments sold ............................................................ 463,921,121
    Net realized gain .................................................................                 32,013,490
Net unrealized gain (loss) on investments:
  Beginning of year ................................................................... (44,356,052)
  End of year .........................................................................  28,746,944
    Net unrealized gain ...............................................................                 73,102,996
Net realized and unrealized gain on investments .......................................                105,116,486
                                                                                                      ------------
Net increase in net assets resulting from operations ..................................               $205,427,569
                                                                                                      ------------
                                                                                                      ------------
</TABLE>

See Notes to Financial Statements.


                                      S-9

<PAGE>

VARIABLE ANNUITY ACCOUNT B

STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                                           YEAR ENDED DECEMBER 31,
                                                                              1995           1994
                                                                              ----           ----
<S>                                                                     <C>              <C>
FROM OPERATIONS:
Net investment income ................................................    $100,311,083    $74,514,904
Net realized and unrealized gain (loss) on investments ...............     105,116,486    (89,424,840)
                                                                        --------------   ------------
  Net increase (decrease) in net assets resulting from operations ....     205,427,569    (14,909,936)
                                                                        --------------   ------------
FROM UNIT TRANSACTIONS:
Variable annuity contract purchase payments ..........................     178,474,387    170,170,873
Sales and administrative charges deducted by the Company .............         (34,250)        (8,045)
                                                                        --------------   ------------
  Net variable annuity contract purchase payments ....................     178,440,137    170,162,828
Transfers from the Company for mortality guarantee adjustments........       1,565,140        537,027
Transfers from (to) the Company's fixed account options ..............       4,144,061     (6,000,310)
Redemptions by contract holders ......................................     (46,390,791)   (32,737,461)
Annuity payments .....................................................      (9,198,421)    (7,564,589)
Other ................................................................       1,143,373       (127,555)
                                                                        --------------   ------------
  Net increase in net assets from unit transactions ..................     129,703,499    124,269,940
                                                                        --------------   ------------
Change in net assets .................................................     335,131,068    109,360,004
NET ASSETS:
Beginning of year ....................................................     795,804,636    686,444,632
                                                                        --------------   ------------
End of year ..........................................................  $1,130,935,704   $795,804,636
                                                                        --------------   ------------
                                                                        --------------   ------------
</TABLE>

See Notes to Financial Statements.


                                      S-10

<PAGE>

VARIABLE ANNUITY ACCOUNT B

NOTES TO FINANCIAL STATEMENTS - December 31, 1995

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

    a.  VALUATION OF INVESTMENTS
    Investments in the following Funds are stated at the closing net asset
    value per share as determined by each Fund on December 31, 1995:

<TABLE>
<CAPTION>
     <S>                                                         <C>
     Aetna Variable Fund                                         Insurance Management Series:
     Aetna Income Shares                                         -    Corporate Bond Fund
     Aetna Variable Encore Fund                                  -    Equity Growth and Income Fund
     Aetna Investment Advisers Fund, Inc.                        -    Growth Stock Fund
     Aetna GET Fund, Series B                                    -    International Stock Fund
     Aetna Ascent Variable Portfolio                             -    Prime Money Fund
     Aetna Crossroads Variable Portfolio                         -    U.S. Government Bond Fund
     Aetna Legacy Variable Portfolio                             -    Utility Fund
     Alger American Funds:                                       Janus Aspen Series:
     -    Alger American Balanced Portfolio                      -    Aggressive Growth Portfolio
     -    Alger American Growth Portfolio                        -    Balanced Portfolio
     -    Alger American Income and Growth Portfolio             -    Flexible Income Portfolio
     -    Alger American Leveraged AllCap Portfolio              -    Growth Portfolio
     -    Alger American MidCap Growth Portfolio                 -    Short-Term Bond Portfolio
     -    Alger American Small Capitalization Portfolio          -    Worldwide Growth Portfolio
     Calvert Responsibly Invested Balanced Portfolio             Lexington Emerging Markets Fund:
     Fidelity Investments Variable Insurance Products Fund:      Lexington Natural Resources Trust
     -    Equity-Income Portfolio                                Neuberger & Berman Advisers Management Trust:
     -    Growth Portfolio                                       -     Growth Portfolio
     -    High Income Portfolio                                  Scudder Variable Life Investment Fund:
     -    Overseas Portfolio                                     -     International Portfolio
     Fidelity Investments Variable Insurance Products Fund II:   TCI Portfolios, Inc.:
     -    Asset Manager Portfolio                                -    TCI Balanced
     -    Contrafund Portfolio                                   -    TCI Growth
     -    Index 500 Portfolio                                    -    TCI International
     -    Investment Grade Bond Portfolio                        
</TABLE>

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


                                     S-11

<PAGE>

VARIABLE ANNUITY ACCOUNT B

NOTES TO FINANCIAL STATEMENTS - December 31, 1995 (continued)

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

    d.  ANNUITY RESERVES
    Annuity reserves held in the Separate Accounts are computed for currently
    payable contracts according to the Progressive Annuity, a49, 1971
    Individual Annuity Mortality, 1971 Group Annuity Mortality, 83a, and 1983
    Group Annuity Mortality tables using various assumed interest rates not to
    exceed seven percent.  Mortality experience is monitored by the Company.
    Charges to annuity reserves for mortality experience are reimbursed to the
    Company if the reserves required are less than originally estimated.  If
    additional reserves are required, the Company reimburses the Account.

2.  VALUATION PERIOD DEDUCTIONS

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

3.  DIVIDEND INCOME

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

4.  PURCHASES AND SALES OF INVESTMENTS

    The cost of purchases and proceeds from sales of investments other than
    short-term investments for the year ended Decmeber 31, 1995 aggregated
    $725,949,193 and $495,934,611, respectively.

5.  ESTIMATES

    The preparation of financial statements in conformity with generally
    accepted accounting principles requires management to make estimates and
    assumptions that affect amounts reported therein. Although actual results
    could differ from these estimates, any such differences are expected to be
    immaterial to the net assets of the Account.


                                     S-12

<PAGE>

VARIABLE ANNUITY ACCOUNT B
CONDENSED FINANCIAL INFORMATION

CHANGE IN VALUE OF ACCUMULATION UNIT - JANUARY 1, 1995 TO DECEMBER 31, 1995
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------

                                                                                           Increase
                                                            Value at       Value at       in Value of
                                                           Beginning        End of       Accumulation
                                                            of Year          Year            Unit
- -------------------------------------------------------------------------------------------------------
<S>                                                        <C>             <C>           <C>
AETNA VARIABLE FUND:
Non-Qualified 1964 .......................................  $114.828       $149.975         30.61%
Non-Qualified I ..........................................   129.838        169.682         30.69%
Non-Qualified II .........................................    91.515        119.527         30.61%
Non-Qualified III ........................................    87.638        114.464         30.61%
Non-Qualified V ..........................................    10.698         13.972         30.61%
Non-Qualified VI .........................................     9.993         13.060         30.69%
Non-Qualified VII ........................................    10.737         14.001         30.40%
- -------------------------------------------------------------------------------------------------------
AETNA INCOME SHARES:
Non-Qualified I ..........................................   $39.514        $46.171         16.85%
Non-Qualified II .........................................    41.302         48.232         16.78%
Non-Qualified III ........................................    39.919         46.616         16.78%
Non-Qualified V ..........................................    10.457         12.212         16.78%
Non-Qualified VI .........................................     9.534         11.140         16.85%
Non-Qualified VII ........................................    10.324         12.037         16.59%
- -------------------------------------------------------------------------------------------------------
AETNA VARIABLE ENCORE FUND:
Non-Qualified I ..........................................   $35.958        $37.683          4.80%
Non-Qualified II .........................................    36.602         38.335          4.73%
Non-Qualified III ........................................    34.450         36.081          4.73%
Non-Qualified V ..........................................    10.509         11.007          4.73%
Non-Qualified VI .........................................    10.237         10.728          4.80%
Non-Qualified VII ........................................    10.489         10.968          4.57%
- -------------------------------------------------------------------------------------------------------
AETNA INVESTMENT ADVISERS FUND, INC.:
Non-Qualified I ..........................................   $14.299        $18.002         25.90%
Non-Qualified II .........................................    14.252         17.932         25.82%
Non-Qualified III ........................................    14.218         17.889         25.82%
Non-Qualified V ..........................................    10.971         13.803         25.81%
Non-Qualified VI .........................................    10.000         11.589         15.89%       (4)
Non-Qualified VII ........................................    10.828         13.602         25.62%
- -------------------------------------------------------------------------------------------------------
AETNA GET FUND, SERIES B:
Non-Qualified V ..........................................   $10.159        $12.849         26.48%
- -------------------------------------------------------------------------------------------------------
AETNA ASCENT VARIABLE PORTFOLIO:
Non-Qualified V ..........................................   $10.000        $10.652          6.52%       (7)
Non-Qualified VII ........................................    10.000         10.645          6.45%       (7)
- -------------------------------------------------------------------------------------------------------
AETNA CROSSROADS VARIABLE PORTFOLIO:
Non-Qualified V ..........................................   $10.000        $10.594          5.94%       (7)
Non-Qualified VII ........................................    10.000         10.587          5.87%       (7)
- -------------------------------------------------------------------------------------------------------
AETNA LEGACY VARIABLE PORTFOLIO:
Non-Qualified V ..........................................   $10.000        $10.443          4.43%       (8)
Non-Qualified VII ........................................    10.000         10.438          4.38%       (8)
- -------------------------------------------------------------------------------------------------------

</TABLE>

                                      S-13

<PAGE>

VARIABLE ANNUITY ACCOUNT B

CONDENSED FINANCIAL INFORMATION

CHANGE IN VALUE OF ACCUMULATION UNIT - JANUARY 1, 1995 TO DECEMBER 31, 1995
(continued)

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------

                                                                                           Increase
                                                            Value at       Value at       in Value of
                                                           Beginning        End of       Accumulation
                                                            of Year          Year            Unit
- -------------------------------------------------------------------------------------------------------
<S>                                                        <C>             <C>           <C>
ALGER AMERICAN FUNDS:
 ALGER AMERICAN BALANCED PORTFOLIO:
Non-Qualified VII ........................................   $10.000        $12.588         25.88%       (1)
- -------------------------------------------------------------------------------------------------------
 ALGER AMERICAN GROWTH PORTFOLIO:
Non-Qualified V ..........................................   $10.000        $10.157          1.57%       (7)
Non-Qualified VII ........................................    10.000         12.980         29.80%       (2)
- -------------------------------------------------------------------------------------------------------
 ALGER AMERICAN INCOME AND GROWTH PORTFOLIO:
Non-Qualified VII ........................................   $10.000        $10.660          6.60%       (5)
- -------------------------------------------------------------------------------------------------------
 ALGER AMERICAN LEVERAGED ALLCAP PORTFOLIO:
Non-Qualified VII ........................................   $10.000        $12.265         22.65%       (5)
- -------------------------------------------------------------------------------------------------------
 ALGER AMERICAN MIDCAP GROWTH PORTFOLIO:
Non-Qualified VII ........................................   $10.000        $13.974         39.74%       (1)
- -------------------------------------------------------------------------------------------------------
 ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO:
Non-Qualified V ..........................................    $9.622        $13.714         42.52%
Non-Qualified VII ........................................    10.000         13.295         32.95%       (3)
- -------------------------------------------------------------------------------------------------------
CALVERT RESPONSIBLY INVESTED BALANCED PORTFOLIO:
Non-Qualified V ..........................................   $10.518        $13.480         28.17%
- -------------------------------------------------------------------------------------------------------
FIDELITY INVESTMENTS VARIABLE INSURANCE PRODUCTS FUNDS:
 EQUITY - INCOME PORTFOLIO:
Non-Qualified V ..........................................   $10.000        $11.054         10.54%       (7)
Non-Qualified VII ........................................    10.002         13.324         33.21%
- -------------------------------------------------------------------------------------------------------
 GROWTH PORTFOLIO:
Non-Qualified V ..........................................   $10.000        $10.066          0.66%       (7)
Non-Qualified VII ........................................    10.423         13.913         33.48%
- -------------------------------------------------------------------------------------------------------
 HIGH INCOME PORTFOLIO:
Non-Qualified VII ........................................   $10.000        $10.701          7.01%       (5)
- -------------------------------------------------------------------------------------------------------
 OVERSEAS PORTFOLIO:
Non-Qualified V ..........................................   $10.000        $10.052          0.52%       (7)
Non-Qualified VII ........................................    10.000         11.143         11.43%       (1)
- -------------------------------------------------------------------------------------------------------
FIDELITY INVESTMENTS VARIABLE INSURANCE PRODUCTS FUNDS II:
 ASSET MANAGER PORTFOLIO:
Non-Qualified VII ........................................   $10.000        $11.664         16.64%       (1)
- -------------------------------------------------------------------------------------------------------
 CONTRAFUND PORTFOLIO:
Non-Qualified V ..........................................   $10.000        $10.468          4.68%       (7)
Non-Qualified VII ........................................    10.000         11.658         16.58%       (5)
- -------------------------------------------------------------------------------------------------------
 INDEX 500 PORTFOLIO:
Non-Qualified VII ........................................   $10.000        $11.336         13.36%       (5)
- -------------------------------------------------------------------------------------------------------
 INVESTMENT GRADE BOND PORTFOLIO:
Non-Qualified VII ........................................   $10.000        $10.600          6.00%       (6)
- -------------------------------------------------------------------------------------------------------
INSURANCE MANAGEMENT SERIES:
 CORPORATE BOND FUND:
Non-Qualified VII ........................................    $9.814        $11.640         18.61%
- -------------------------------------------------------------------------------------------------------
</TABLE>


                                      S-14

<PAGE>

VARIABLE ANNUITY ACCOUNT B

CONDENSED FINANCIAL INFORMATION

CHANGE IN VALUE OF ACCUMULATION UNIT - JANUARY 1, 1995 TO DECEMBER 31, 1995
(continued)

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
                                                                                           Increase
                                                                                          (Decrease)
                                                            Value at       Value at       in Value of
                                                           Beginning        End of       Accumulation
                                                            of Year          Year            Unit
- -------------------------------------------------------------------------------------------------------
<S>                                                        <C>             <C>           <C>
 EQUITY GROWTH AND INCOME FUND:
Non-Qualified VII .......................................     $9.838        $12.971         31.84%
- -------------------------------------------------------------------------------------------------------
 GROWTH STOCK FUND:
Non-Qualified VII ........................................   $10.000        $10.277          2.77%       (9)
- -------------------------------------------------------------------------------------------------------
 INTERNATIONAL STOCK FUND:
Non-Qualified VII ........................................   $10.000        $10.255          2.55%       (4)
- -------------------------------------------------------------------------------------------------------
 PRIME MONEY FUND:
Non-Qualified VII ........................................   $10.033        $10.406          3.71%
- -------------------------------------------------------------------------------------------------------
 U.S. GOVERNMENT BOND FUND:
Non-Qualified VII ........................................   $10.073        $10.804          7.25%
- -------------------------------------------------------------------------------------------------------
 UTILITY FUND:
Non-Qualified VII ........................................    $9.881        $12.095         22.40%
- -------------------------------------------------------------------------------------------------------
JANUS ASPEN SERIES:
 AGGRESSIVE GROWTH PORTFOLIO:
Non-Qualified V ..........................................   $10.319        $12.992         25.91%
Non-Qualified VII ........................................    10.374         13.040         25.71%
- -------------------------------------------------------------------------------------------------------
 BALANCED PORTFOLIO:
Non-Qualified V ..........................................   $10.000        $10.835          8.35%       (7)
Non-Qualified VII ........................................    10.000         12.104         21.04%       (1)
- -------------------------------------------------------------------------------------------------------
 FLEXIBLE INCOME PORTFOLIO:
Non-Qualified V ..........................................    $9.886        $12.094         22.33%
Non-Qualified VII ........................................     9.884         12.071         22.13%
- -------------------------------------------------------------------------------------------------------
 GROWTH PORTFOLIO:
Non-Qualified V ..........................................   $10.000        $10.870          8.70%       (7)
Non-Qualified VII ........................................    10.109         12.975         28.35%
- -------------------------------------------------------------------------------------------------------
 SHORT TERM BOND PORTFOLIO:
Non-Qualified V ..........................................   $10.000        $10.325          3.25%       (7)
Non-Qualified VII ........................................    10.000         10.765          7.65%       (1)
- -------------------------------------------------------------------------------------------------------
 WORLDWIDE GROWTH PORTFOLIO:
Non-Qualified V ..........................................   $10.000        $10.893          8.93%       (7)
Non-Qualified VII ........................................    10.000         12.341         23.41%       (3)
- -------------------------------------------------------------------------------------------------------
LEXINGTON EMERGING MARKETS FUND:
Non-Qualified VII ........................................    $9.795        $9.277          (5.28%)
- -------------------------------------------------------------------------------------------------------
LEXINGTON NATURAL RESOURCES TRUST:
Non-Qualified V ..........................................    $9.079        $10.479         15.42%
Non-Qualified VII ........................................     9.056         10.436         15.24%
- -------------------------------------------------------------------------------------------------------
NEUBERGER & BERMAN ADVISERS
 MANAGEMENT TRUST - GROWTH PORTFOLIO:
Non-Qualified V ..........................................   $12.199        $15.871         30.10%
- -------------------------------------------------------------------------------------------------------
SCUDDER VARIABLE LIFE INVESTMENT FUND - INTERNATIONAL
 PORTFOLIO:
Non-Qualified V ..........................................   $13.372        $14.674          9.74%
- -------------------------------------------------------------------------------------------------------
</TABLE>


                                      S-15

<PAGE>

VARIABLE ANNUITY ACCOUNT B

CONDENSED FINANCIAL INFORMATION

CHANGE IN VALUE OF ACCUMULATION UNIT - JANUARY 1, 1995 TO DECEMBER 31, 1995
(continued)

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------

                                                                                           Increase
                                                            Value at       Value at       in Value of
                                                           Beginning        End of       Accumulation
                                                            of Year          Year            Unit
- -------------------------------------------------------------------------------------------------------
<S>                                                        <C>             <C>           <C>
TCI PORTFOLIOS, INC.:
 TCI BALANCED:
Non-Qualified VII ........................................   $10.152        $12.124         19.42%
- -------------------------------------------------------------------------------------------------------
 TCI GROWTH:
Non-Qualified II .........................................   $10.213        $13.224         29.47%
Non-Qualified III ........................................    10.123         13.107         29.47%
Non-Qualified V ..........................................    10.883         14.091         29.47%
Non-Qualified VI .........................................    10.000         11.884         18.84%       (4)
Non-Qualified VII ........................................    10.847         14.021         29.27%
- -------------------------------------------------------------------------------------------------------
 TCI INTERNATIONAL:
Non-Qualified VII ........................................    $9.441        $10.446         10.64%
- -------------------------------------------------------------------------------------------------------
</TABLE>


NON-QUALIFIED 1964       Individual contract issued from December 1, 1964 to
                         March 14, 1967.

NON-QUALIFIED I          Individual contract issued in connection with deferred
                         compensation plans from March 15, 1967 through April
                         30, 1975; other individual contracts issued from March
                         15, 1967 through October 31, 1975; and group contracts
                         issued from March 15, 1967 to December 31, 1975.

NON-QUALIFIED II         Individual contracts issued in connection with deferred
                         compensation plans since May 1, 1975; other individual
                         contracts issued since November 1, 1975; and group
                         contracts issued since January 1, 1976.

NON-QUALIFIED III        Group contracts issued in connection with deferred
                         compensation plans for tax-exempt organizations
                         (non-governmental only) since May 3, 1982.

NON-QUALIFIED V          Group Aetna Plus contracts issued in connection
                         with Deferred Compensation Plans issued since
                         August 28, 1992.

NON-QUALIFIED VI         Certain existing contracts that were converted to ACES,
                         the new administrative system (previously valued under
                         Non-Qualified I).

NON-QUALIFIED VII        Certain individual and group contracts issued as
                         non-qualified deferred annuity contracts or Individual
                         Retirement Annuity contracts issued since May 4, 1994.

1 - Reflects less than a full year of performance activity.  The initial
    Accumulation Unit Value was established at $10.000 during January 1995 when
    the fund became available under the contract.

2 - Reflects less than a full year of performance activity.  The initial
    Accumulation Unit Value was established at $10.000 during February 1995 when
    the fund became available under the contract.

3 - Reflects less than a full year of performance activity.  The initial
    Accumulation Unit Value was established at $10.000 during April 1995 when
    the fund became available under the contract.


                                      S-16

<PAGE>

VARIABLE ANNUITY ACCOUNT B

CONDENSED FINANCIAL INFORMATION

CHANGE IN VALUE OF ACCUMULATION UNIT - JANUARY 1, 1995 TO DECEMBER 31, 1995
(continued)

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


4 - Reflects less than a full year of performance activity.  The initial
    Accumulation Unit Value was established at $10.000 during May 1995 when the
    fund became available under the contract.

5 - Reflects less than a full year of performance activity.  The initial
    Accumulation Unit Value was established at $10.000 during June 1995 when the
    fund became available under the contract.

6 - Reflects less than a full year of performance activity.  The initial
    Accumulation Unit Value was established at $10.000 during July 1995 when the
    fund became available under the contract.

7 - Reflects less than a full year of performance activity.  The initial
    Accumulation Unit Value was established at $10.000 during August 1995 when
    the fund became available under the contract.

8 - Reflects less than a full year of performance activity.  The initial
    Accumulation Unit Value was established at $10.000 during September 1995
    when the fund became available under the contract.

9 - Reflects less than a full year of performance activity.  The initial
    Accumulation Unit Value was established at $10.000 during November 1995 when
    the fund became available under the contract.


                                      S-17

<PAGE>
                       CONSOLIDATED FINANCIAL STATEMENTS
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
                                     Index
 
<TABLE>
<CAPTION>
                                                                   PAGE
                                                                   ---
<S>                                                                <C>
Independent Auditors' Report.....................................  F-2
Consolidated Financial Statements:
  Consolidated Statements of Income for the Years Ended
   December 31, 1995, 1994 and 1993..............................  F-3
  Consolidated Balance Sheets as of December 31, 1995 and 1994...  F-4
  Consolidated Statements of Changes in Shareholder's Equity for
   the Years Ended
   December 31, 1995, 1994 and 1993..............................  F-5
  Consolidated Statements of Cash Flows for the Years Ended
   December 31, 1995, 1994 and 1993..............................  F-6
Notes to Consolidated Financial Statements.......................  F-7
</TABLE>
 
                                      F-1
<PAGE>
                          INDEPENDENT AUDITORS' REPORT
 
The Shareholder and Board of Directors
Aetna Life Insurance and Annuity Company:
 
We  have  audited the  accompanying consolidated  balance  sheets of  Aetna Life
Insurance and Annuity Company and Subsidiaries as of December 31, 1995 and 1994,
and the  related consolidated  statements of  income, changes  in  shareholder's
equity  and cash  flows for  each of  the years  in the  three-year period ended
December  31,   1995.   These   consolidated  financial   statements   are   the
responsibility  of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.
 
We  conducted  our  audits  in  accordance  with  generally  accepted   auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence  supporting
the  amounts and disclosures in the financial statements. An audit also includes
assessing the  accounting  principles used  and  significant estimates  made  by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the consolidated financial statements referred to above  present
fairly, in all material respects, the financial position of Aetna Life Insurance
and  Annuity Company and Subsidiaries as of  December 31, 1995 and 1994, and the
results of their operations and  their cash flows for each  of the years in  the
three-year period ended December 31, 1995, in conformity with generally accepted
accounting principles.
 
As  discussed in Note  1 to the  consolidated financial statements,  in 1993 the
Company changed its methods  of accounting for certain  investments in debt  and
equity securities.
 
                                                           KPMG Peat Marwick LLP
 
Hartford, Connecticut
February 6, 1996
 
                                      F-2
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
                       Consolidated Statements of Income
                                   (millions)
 
<TABLE>
<CAPTION>
                                                           YEARS ENDED DECEMBER 31,
                                                         ----------------------------
                                                           1995      1994      1993
                                                         --------  --------  --------
<S>                                                      <C>       <C>       <C>
Revenue:
  Premiums.............................................  $  130.8  $  124.2  $   82.1
  Charges assessed against policyholders...............     318.9     279.0     251.5
  Net investment income................................   1,004.3     917.2     911.9
  Net realized capital gains...........................      41.3       1.5       9.5
  Other income.........................................      42.0      10.3       9.5
                                                         --------  --------  --------
    Total revenue......................................   1,537.3   1,332.2   1,264.5
                                                         --------  --------  --------
Benefits and expenses:
  Current and future benefits..........................     915.3     854.1     818.4
  Operating expenses...................................     318.7     235.2     207.2
  Amortization of deferred policy acquisition costs....      43.3      26.4      19.8
                                                         --------  --------  --------
    Total benefits and expenses........................   1,277.3   1,115.7   1,045.4
                                                         --------  --------  --------
Income before federal income taxes.....................     260.0     216.5     219.1
  Federal income taxes.................................      84.1      71.2      76.2
                                                         --------  --------  --------
Net income.............................................  $  175.9  $  145.3  $  142.9
                                                         --------  --------  --------
                                                         --------  --------  --------
</TABLE>
 
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
 
                                      F-3
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
                          Consolidated Balance Sheets
                                   (millions)
 
<TABLE>
<CAPTION>
                                                             DECEMBER 31,
                                                         --------------------
                                                           1995       1994
                                                         ---------  ---------
<S>                                                      <C>        <C>
ASSETS
- -------------------------------------------------------
Investments:
  Debt securities, available for sale:
   (amortized cost: $11,923.7 and $10,577.8)...........  $12,720.8  $10,191.4
  Equity securities, available for sale:
    Non-redeemable preferred stock (cost: $51.3 and
     $43.3)............................................       57.6       47.2
    Investment in affiliated mutual funds (cost: $173.4
     and $187.1).......................................      191.8      181.9
    Common stock (cost: $6.9 at December 31, 1995).....        8.2         --
  Short-term investments...............................       15.1       98.0
  Mortgage loans.......................................       21.2        9.9
  Policy loans.........................................      338.6      248.7
  Limited partnership..................................         --       24.4
                                                         ---------  ---------
      Total investments................................   13,353.3   10,801.5
 
Cash and cash equivalents..............................      568.8      623.3
Accrued investment income..............................      175.5      142.2
Premiums due and other receivables.....................       37.3       75.8
Deferred policy acquisition costs......................    1,341.3    1,164.3
Reinsurance loan to affiliate..........................      655.5      690.3
Other assets...........................................       26.2       15.9
Separate Accounts assets...............................   10,987.0    7,420.8
                                                         ---------  ---------
      Total assets.....................................  $27,144.9  $20,934.1
                                                         ---------  ---------
                                                         ---------  ---------
LIABILITIES AND SHAREHOLDER'S EQUITY
- -------------------------------------------------------
Liabilities:
  Future policy benefits...............................  $ 3,594.6  $ 2,912.7
  Unpaid claims and claim expenses.....................       27.2       23.8
  Policyholders' funds left with the Company...........   10,500.1    8,949.3
                                                         ---------  ---------
      Total insurance reserve liabilities..............   14,121.9   11,885.8
  Other liabilities....................................      259.2      302.1
  Federal income taxes:
    Current............................................       24.2        3.4
    Deferred...........................................      169.6      233.5
  Separate Accounts liabilities........................   10,987.0    7,420.8
                                                         ---------  ---------
      Total liabilities................................   25,561.9   19,845.6
                                                         ---------  ---------
                                                         ---------  ---------
Shareholder's equity:
  Common stock, par value $50 (100,000 shares
   authorized;
   55,000 shares issued and outstanding)...............        2.8        2.8
  Paid-in capital......................................      407.6      407.6
  Net unrealized capital gains (losses)................      132.5     (189.0)
  Retained earnings....................................    1,040.1      867.1
                                                         ---------  ---------
      Total shareholder's equity.......................    1,583.0    1,088.5
                                                         ---------  ---------
        Total liabilities and shareholder's equity.....  $27,144.9  $20,934.1
                                                         ---------  ---------
                                                         ---------  ---------
</TABLE>
 
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
 
                                      F-4
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
           Consolidated Statements of Changes in Shareholder's Equity
                                   (millions)
 
<TABLE>
<CAPTION>
                                                             YEARS ENDED DECEMBER 31,
                                                         --------------------------------
                                                           1995       1994        1993
                                                         ---------  ---------   ---------
<S>                                                      <C>        <C>         <C>
Shareholder's equity, beginning of year................  $ 1,088.5  $ 1,246.7   $   990.1
Net change in unrealized capital gains (losses)........      321.5     (303.5)      113.7
Net income.............................................      175.9      145.3       142.9
Common stock dividends declared........................       (2.9)        --          --
                                                         ---------  ---------   ---------
Shareholder's equity, end of year......................  $ 1,583.0  $ 1,088.5   $ 1,246.7
                                                         ---------  ---------   ---------
                                                         ---------  ---------   ---------
</TABLE>
 
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
 
                                      F-5
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
                     Consolidated Statements of Cash Flows
                                   (millions)
 
<TABLE>
<CAPTION>
                                                               YEARS ENDED DECEMBER 31,
                                                         ------------------------------------
                                                            1995         1994         1993
                                                         ----------   ----------   ----------
<S>                                                      <C>          <C>          <C>
Cash Flows from Operating Activities:
  Net income...........................................  $    175.9   $    145.3   $    142.9
  Adjustments to reconcile net income to net cash
   provided by operating activities:
    Increase in accrued investment income..............       (33.3)       (17.5)       (11.1)
    Decrease (increase) in premiums due and other
     receivables.......................................        25.4          1.3         (5.6)
    Increase in policy loans...........................       (89.9)       (46.0)       (36.4)
    Increase in deferred policy acquisition costs......      (177.0)      (105.9)       (60.5)
    Decrease in reinsurance loan to affiliate..........        34.8         27.8         31.8
    Net increase in universal life account balances....       393.4        164.7        126.4
    Increase in other insurance reserve liabilities....        79.0         75.1         86.1
    Net increase in other liabilities and other
     assets............................................        15.0         53.9          7.0
    Decrease in federal income taxes...................        (6.5)       (11.7)        (3.7)
    Net accretion of discount on bonds.................       (66.4)       (77.9)       (88.1)
    Net realized capital gains.........................       (41.3)        (1.5)        (9.5)
    Other, net.........................................          --         (1.0)         0.2
                                                         ----------   ----------   ----------
      Net cash provided by operating activities........       309.1        206.6        179.5
                                                         ----------   ----------   ----------
Cash Flows from Investing Activities:
  Proceeds from sales of:
    Debt securities available for sale.................     4,207.2      3,593.8        473.9
    Equity securities..................................       180.8         93.1         89.6
    Mortgage loans.....................................        10.7           --           --
    Limited partnership................................        26.6           --           --
  Investment maturities and collections of:
    Debt securities available for sale.................       583.9      1,289.2      2,133.3
    Short-term investments.............................       106.1         30.4         19.7
  Cost of investment purchases in:
    Debt securities....................................    (6,034.0)    (5,621.4)    (3,669.2)
    Equity securities..................................      (170.9)      (162.5)      (157.5)
    Short-term investments.............................       (24.7)      (106.1)       (41.3)
    Mortgage loans.....................................       (21.3)          --           --
    Limited partnership................................          --        (25.0)          --
                                                         ----------   ----------   ----------
      Net cash used for investing activities...........    (1,135.6)      (908.5)    (1,151.5)
                                                         ----------   ----------   ----------
Cash Flows from Financing Activities:
  Deposits and interest credited for investment
   contracts...........................................     1,884.5      1,737.8      2,117.8
  Withdrawals of investment contracts..................    (1,109.6)      (948.7)    (1,000.3)
  Dividends paid to shareholder........................        (2.9)          --           --
                                                         ----------   ----------   ----------
      Net cash provided by financing activities........       772.0        789.1      1,117.5
                                                         ----------   ----------   ----------
 
Net (decrease) increase in cash and cash equivalents...       (54.5)        87.2        145.5
Cash and cash equivalents, beginning of year...........       623.3        536.1        390.6
                                                         ----------   ----------   ----------
Cash and cash equivalents, end of year.................  $    568.8   $    623.3   $    536.1
                                                         ----------   ----------   ----------
                                                         ----------   ----------   ----------
Supplemental cash flow information:
  Income taxes paid, net...............................  $     90.2   $     82.6   $     79.9
                                                         ----------   ----------   ----------
                                                         ----------   ----------   ----------
</TABLE>
 
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
 
                                      F-6
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
                   Notes to Consolidated Financial Statements
                       December 31, 1995, 1994, and 1993
 
1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Aetna  Life  Insurance and  Annuity Company  and  its wholly  owned subsidiaries
(collectively, the  "Company") is  a  provider of  financial services  and  life
insurance  products in the United States. The Company has two business segments,
financial services and life insurance.
 
The financial services products include  individual and group annuity  contracts
which  offer  a variety  of funding  and distribution  options for  personal and
employer-sponsored retirement  plans that  qualify under  Internal Revenue  Code
Sections  401, 403, 408 and 457,  and individual and group non-qualified annuity
contracts. These  contracts  may  be  immediate  or  deferred  and  are  offered
primarily to individuals, pension plans, small businesses and employer-sponsored
groups  in the health care, government, education (collectively "not-for-profit"
organizations) and corporate  markets. Financial services  also include  pension
plan administrative services.
 
The  life insurance  products include  universal life,  variable universal life,
interest sensitive whole  life and  term insurance. These  products are  offered
primarily  to  individuals,  small  businesses,  employer  sponsored  groups and
executives of Fortune 2000 companies.
 
BASIS OF PRESENTATION
 
The consolidated financial statements include  Aetna Life Insurance and  Annuity
Company  and its wholly  owned subsidiaries, Aetna  Insurance Company of America
and Aetna Private Capital,  Inc. Aetna Life Insurance  and Annuity Company is  a
wholly  owned subsidiary of Aetna Retirement  Services, Inc. ("ARSI"). ARSI is a
wholly owned  subsidiary  of Aetna  Life  and Casualty  Company  ("Aetna").  Two
subsidiaries,  Systematized  Benefits  Administrators, Inc.  ("SBA"),  and Aetna
Investment Services,  Inc.  ("AISI"),  which were  previously  reported  in  the
consolidated  financial statements were distributed in  the form of dividends to
ARSI in December of  1995. The impact to  the Company's financial statements  of
distributing these dividends was immaterial.
 
The  consolidated  financial statements  have been  prepared in  conformity with
generally accepted accounting  principles. Intercompany  transactions have  been
eliminated.  Certain reclassifications have been made to 1994 and 1993 financial
information to conform to the 1995 presentation.
 
ACCOUNTING CHANGES
 
Accounting for Certain Investments in Debt and Equity Securities
 
On December 31, 1993, the Company adopted Financial Accounting Standard  ("FAS")
No. 115, Accounting for Certain Investments in Debt and Equity Securities, which
requires  the classification of debt securities  into three categories: "held to
maturity", which are carried at amortized cost; "available for sale", which  are
carried  at fair value with  changes in fair value  recognized as a component of
shareholder's equity;  and  "trading", which  are  carried at  fair  value  with
immediate recognition in income of changes in fair value.
 
Initial  adoption of this standard resulted in a net increase of $106.8 million,
net of taxes of $57.5 million, to net unrealized gains in shareholder's  equity.
These  amounts exclude gains and losses allocable to experience-rated (including
universal life) contractholders. Adoption of FAS No. 115 did not have a material
effect on deferred policy acquisition costs.
 
                                      F-7
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
USE OF ESTIMATES
 
The preparation of  financial statements in  conformity with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the amounts reported in the financial statements and accompanying notes.
Actual results could differ from reported results using those estimates.
 
CASH AND CASH EQUIVALENT
 
Cash and cash  equivalents include cash  on hand, money  market instruments  and
other debt issues with a maturity of ninety days or less when purchased.
 
INVESTMENTS
 
Debt Securities
 
At  December  31,  1995 and  1994,  all  of the  Company's  debt  securities are
classified as available for sale and carried at fair value. These securities are
written down (as  realized losses) for  other than temporary  decline in  value.
Unrealized gains and losses related to these securities, after deducting amounts
allocable  to experience-rated contractholders and  related taxes, are reflected
in shareholder's equity.
 
Fair values for  debt securities  are based on  quoted market  prices or  dealer
quotations.  Where quoted market prices or  dealer quotations are not available,
fair values are measured utilizing  quoted market prices for similar  securities
or by using discounted cash flow methods. Cost for mortgage-backed securities is
adjusted  for unamortized premiums and discounts,  which are amortized using the
interest method over the  estimated remaining term  of the securities,  adjusted
for anticipated prepayments.
 
Purchases and sales of debt securities are recorded on the trade date.
 
Equity Securities
 
Equity securities are classified as available for sale and carried at fair value
based  on  quoted  market prices  or  dealer quotations.  Equity  securities are
written down (as realized  losses) for other than  temporary declines in  value.
Unrealized  gains  and  losses  related  to  such  securities  are  reflected in
shareholder's equity. Purchases and sales are recorded on the trade date.
 
The investment in affiliated mutual funds represents an investment in the  Aetna
Series  Fund, Inc., a retail  mutual fund which has  been seeded by the Company,
and is carried at fair value.
 
Mortgage Loans and Policy Loans
 
Mortgage loans and policy loans are carried at unpaid principal balances net  of
valuation  reserves, which approximates  fair value, and  are generally secured.
Purchases and sales of mortgage loans are recorded on the closing date.
 
                                      F-8
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Limited Partnership
 
The Company's limited partnership investment was carried at the amount  invested
plus the Company's share of undistributed operating results and unrealized gains
(losses),  which approximates  fair value. The  Company disposed  of the limited
partnership during 1995.
 
Short-Term Investments
 
Short-term investments,  consisting primarily  of money  market instruments  and
other  debt issues purchased with  an original maturity of  over ninety days and
less than one year, are  considered available for sale  and are carried at  fair
value, which approximates amortized cost.
 
DEFERRED POLICY ACQUISITION COSTS
 
Certain  costs of acquiring insurance business  have been deferred. These costs,
all of  which vary  with and  are primarily  related to  the production  of  new
business,  consist principally of commissions,  certain expenses of underwriting
and issuing  contracts and  certain  agency expenses.  For fixed  ordinary  life
contracts,  such costs are  amortized over expected  premium-paying periods. For
universal life  and  certain annuity  contracts,  such costs  are  amortized  in
proportion  to  estimated gross  profits and  adjusted  to reflect  actual gross
profits. These  costs  are  amortized  over twenty  years  for  annuity  pension
contracts, and over the contract period for universal life contracts.
 
Deferred  policy acquisition  costs are  written off  to the  extent that  it is
determined that future policy  premiums and investment  income or gross  profits
would not be adequate to cover related losses and expenses.
 
INSURANCE RESERVE LIABILITIES
 
The Company's liabilities include reserves related to fixed ordinary life, fixed
universal  life and fixed annuity contracts. Reserves for future policy benefits
for fixed  ordinary  life  contracts  are  computed  on  the  basis  of  assumed
investment  yield,  assumed  mortality, withdrawals  and  expenses,  including a
margin for adverse deviation,  which generally vary by  plan, year of issue  and
policy  duration. Reserve  interest rates  range from  2.25% to  10.00%. Assumed
investment yield is based on the Company's experience. Mortality and  withdrawal
rate  assumptions are  based on relevant  Aetna experience  and are periodically
reviewed against both industry standards and experience.
 
Reserves for fixed universal life (included in Future Policy Benefits) and fixed
deferred annuity  contracts  (included in  Policyholders'  Funds Left  With  the
Company)  are equal  to the fund  value. The  fund value is  equal to cumulative
deposits less  charges plus  credited interest  thereon, without  reduction  for
possible  future  penalties  assessed on  premature  withdrawal.  For guaranteed
interest options, the interest credited ranged  from 4.00% to 6.38% in 1995  and
4.00%  to 5.85%  in 1994.  For all  other fixed  options, the  interest credited
ranged from 5.00% to 7.00% in 1995 and 5.00% to 7.50% in 1994.
 
Reserves for  fixed annuity  contracts  in the  annuity  period and  for  future
amounts  due under  settlement options are  computed actuarially  using the 1971
Individual Annuity Mortality Table, the 1983 Individual Annuity Mortality Table,
the
 
                                      F-9
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
1983 Group Annuity  Mortality Table  and, in some  cases, mortality  improvement
according  to scales  G and H,  at assumed  interest rates ranging  from 3.5% to
9.5%. Reserves relating  to contracts  with life contingencies  are included  in
Future  Policy  Benefits. For  other contracts,  the  reserves are  reflected in
Policyholders' Funds Left With the Company.
 
Unpaid claims for all  lines of insurance include  benefits for reported  losses
and estimates of benefits for losses incurred but not reported.
 
PREMIUMS, CHARGES ASSESSED AGAINST POLICYHOLDERS, BENEFITS AND EXPENSES
 
Premiums  are recorded  as revenue when  due for fixed  ordinary life contracts.
Charges assessed against policyholders' funds  for cost of insurance,  surrender
charges,  actuarial margin and other fees  are recorded as revenue for universal
life and certain annuity contracts. Policy benefits and expenses are recorded in
relation to  the  associated  premiums  or  gross profit  so  as  to  result  in
recognition of profits over the expected lives of the contracts.
 
SEPARATE ACCOUNTS
 
Assets  held under variable  universal life, variable  life and variable annuity
contracts are segregated in Separate Accounts and are invested, as designated by
the contractholder or participant under a contract, in shares of Aetna  Variable
Fund, Aetna Income Shares, Aetna Variable Encore Fund, Aetna Investment Advisers
Fund,  Inc., Aetna GET Fund, or The Aetna Series Fund Inc., which are managed by
the Company or other selected mutual funds not managed by the Company.  Separate
Accounts  assets  and liabilities  are carried  at fair  value except  for those
relating to a  guaranteed interest option  which is offered  through a  Separate
Account.  The assets of the Separate  Account supporting the guaranteed interest
option are carried at an amortized cost  of $322.2 million for 1995 (fair  value
$343.9  million) and $149.7 million for  1994 (fair value $146.3 million), since
the Company bears the  investment risk where the  contract is held to  maturity.
Reserves relating to the guaranteed interest option are maintained at fund value
and  reflect interest credited at rates ranging  from 4.5% to 8.38% in both 1995
and 1994.  Separate  Accounts  assets  and liabilities  are  shown  as  separate
captions in the Consolidated Balance Sheets. Deposits, investment income and net
realized  and unrealized capital gains (losses) of the Separate Accounts are not
reflected in  the  Consolidated Statements  of  Income (with  the  exception  of
realized  capital gains (losses) on the sale of assets supporting the guaranteed
interest option).  The Consolidated  Statements  of Cash  Flows do  not  reflect
investment activity of the Separate Accounts.
 
FEDERAL INCOME TAXES
 
The  Company is included in the consolidated federal income tax return of Aetna.
The Company is taxed at regular corporate rates after adjusting income  reported
for financial statement purposes for certain items. Deferred income tax benefits
result  from changes during the year in cumulative temporary differences between
the tax basis and book basis of assets and liabilities.
 
                                      F-10
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
2.  INVESTMENTS
Investments in debt securities available for  sale as of December 31, 1995  were
as follows:
 
<TABLE>
<CAPTION>
                                                            GROSS        GROSS
                                               AMORTIZED  UNREALIZED   UNREALIZED     FAIR
                                                 COST       GAINS        LOSSES       VALUE
                                               ---------  ----------   ----------   ---------
                                                                 (MILLIONS)
<S>                                            <C>        <C>          <C>          <C>
U.S. Treasury securities and obligations of
 U.S. government agencies and corporations...  $   539.5    $ 47.5       $  --      $   587.0
Obligations of states and political
 subdivisions................................       41.4      12.4          --           53.8
U.S. Corporate securities:
  Financial..................................    2,764.4     110.3         2.1        2,872.6
  Utilities..................................      454.4      27.8         1.0          481.2
  Other......................................    2,177.7     159.5         1.2        2,336.0
                                               ---------  ----------     -----      ---------
  Total U.S. Corporate securities............    5,396.5     297.6         4.3        5,689.8
Foreign securities:
  Government.................................      316.4      26.1         2.0          340.5
  Financial..................................      534.2      45.4         3.5          576.1
  Utilities..................................      236.3      32.9          --          269.2
  Other......................................      215.7      15.1          --          230.8
                                               ---------  ----------     -----      ---------
  Total Foreign securities...................    1,302.6     119.5         5.5        1,416.6
Residential mortgage-backed securities:
  Residential pass-throughs..................      556.7      99.2         1.8          654.1
  Residential CMOs...........................    2,383.9     167.6         2.2        2,549.3
                                               ---------  ----------     -----      ---------
  Total Residential mortgage-backed
   securities................................    2,940.6     266.8         4.0        3,203.4
Commercial/Multifamily mortgage-backed
 securities..................................      741.9      32.3         0.2          774.0
                                               ---------  ----------     -----      ---------
  Total Mortgage-backed securities...........    3,682.5     299.1         4.2        3,977.4
Other asset-backed securities................      961.2      35.5         0.5          996.2
                                               ---------  ----------     -----      ---------
Total debt securities available for sale.....  $11,923.7    $811.6       $14.5      $12,720.8
                                               ---------  ----------     -----      ---------
                                               ---------  ----------     -----      ---------
</TABLE>
 
                                      F-11
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
2.  INVESTMENTS (CONTINUED)
Investments  in debt securities available for sale  as of December 31, 1994 were
as follows:
 
<TABLE>
<CAPTION>
                                                            GROSS        GROSS
                                               AMORTIZED  UNREALIZED   UNREALIZED     FAIR
                                                 COST       GAINS        LOSSES       VALUE
                                               ---------  ----------   ----------   ---------
                                                                 (MILLIONS)
<S>                                            <C>        <C>          <C>          <C>
U.S. Treasury securities and obligations of
 U.S. government agencies and corporations...  $ 1,396.1    $  2.0       $ 84.2     $ 1,313.9
Obligations of states and political
 subdivisions................................       37.9       1.2           --          39.1
U.S. Corporate securities:
  Financial..................................    2,216.9       3.8        109.4       2,111.3
  Utilities..................................      100.1        --          7.9          92.2
  Other......................................    1,344.3       6.0         67.9       1,282.4
                                               ---------  ----------   ----------   ---------
  Total U.S. Corporate securities............    3,661.3       9.8        185.2       3,485.9
Foreign securities:
  Government.................................      434.4       1.2         33.9         401.7
  Financial..................................      368.2       1.1         23.0         346.3
  Utilities..................................      204.4       2.5          9.5         197.4
  Other......................................       46.3       0.8          1.5          45.6
                                               ---------  ----------   ----------   ---------
  Total Foreign securities...................    1,053.3       5.6         67.9         991.0
Residential mortgage-backed securities:
  Residential pass-throughs..................      627.1      81.5          5.0         703.6
  Residential CMOs...........................    2,671.0      32.9        139.4       2,564.5
                                               ---------  ----------   ----------   ---------
Total Residential mortgage-backed
 securities..................................    3,298.1     114.4        144.4       3,268.1
Commercial/Multifamily mortgage-backed
 securities..................................      435.0       0.2         21.3         413.9
                                               ---------  ----------   ----------   ---------
Total Mortgage-backed securities.............    3,733.1     114.6        165.7       3,682.0
Other asset-backed securities................      696.1       0.2         16.8         679.5
                                               ---------  ----------   ----------   ---------
Total debt securities available for sale.....  $10,577.8    $133.4       $519.8     $10,191.4
                                               ---------  ----------   ----------   ---------
                                               ---------  ----------   ----------   ---------
</TABLE>
 
At December 31,  1995 and  1994, net unrealized  appreciation (depreciation)  of
$797.1  million and $(386.4)  million, respectively, on  available for sale debt
securities included $619.1 million  and $(308.6) million, respectively,  related
to  experience-rated contractholders,  which were not  included in shareholder's
equity.
 
                                      F-12
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
2.  INVESTMENTS (CONTINUED)
The amortized cost and fair value of debt securities for the year ended December
31, 1995 are shown below by  contractual maturity. Actual maturities may  differ
from  contractual maturities because securities  may be restructured, called, or
prepaid.
 
<TABLE>
<CAPTION>
                                                         AMORTIZED    FAIR
                                                           COST       VALUE
                                                         ---------  ---------
                                                              (MILLIONS)
<S>                                                      <C>        <C>
Due to mature:
  One year or less.....................................  $   348.8  $   351.1
  After one year through five years....................    2,100.2    2,159.5
  After five years through ten years...................    2,516.0    2,663.4
  After ten years......................................    2,315.0    2,573.2
  Mortgage-backed securities...........................    3,682.5    3,977.4
  Other asset-backed securities........................      961.2      996.2
                                                         ---------  ---------
  Total................................................  $11,923.7  $12,720.8
                                                         ---------  ---------
                                                         ---------  ---------
</TABLE>
 
The Company engages in  securities lending whereby  certain securities from  its
portfolio  are  loaned to  other institutions  for short  periods of  time. Cash
collateral, which is in excess of the market value of the loaned securities,  is
deposited by the borrower with a lending agent, and retained and invested by the
lending agent to generate additional income for the Company. The market value of
the  loaned securities is monitored on  a daily basis with additional collateral
obtained or refunded as the market  value fluctuates. At December 31, 1995,  the
Company  had loaned  securities (which are  reflected as invested  assets on the
Consolidated Balance  Sheets)  with  a  market  value  of  approximately  $264.5
million.
 
At  December 31, 1995 and 1994, debt securities carried at $7.4 million and $7.0
million, respectively, were on deposit as required by regulatory authorities.
 
The valuation reserve for mortgage loans was $3.1 million at December 31,  1994.
There  was no  valuation reserve  for mortgage loans  at December  31, 1995. The
carrying value of  non-income producing  investments was $0.1  million and  $0.2
million at December 31, 1995 and 1994, respectively.
 
                                      F-13
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
2.  INVESTMENTS (CONTINUED)
Investments  in a single issuer, other  than obligations of the U.S. government,
with a carrying value in excess of 10% of the Company's shareholder's equity  at
December 31, 1995 are as follows:
 
<TABLE>
<CAPTION>
                                                         AMORTIZED
DEBT SECURITIES                                             COST     FAIR VALUE
                                                         ----------  ----------
                                                               (MILLIONS)
<S>                                                      <C>         <C>
General Electric Corporation...........................    $ 314.9     $  329.3
General Motors Corporation.............................      273.9        284.5
Associates Corporation of North America................      230.2        239.1
Society National Bank..................................      203.5        222.3
Ciesco, L.P............................................      194.9        194.9
Countrywide Funding....................................      171.2        172.7
Baxter International...................................      168.9        168.9
Time Warner............................................      158.6        166.1
Ford Motor Company.....................................      156.7        162.6
</TABLE>
 
The  portfolio of debt securities at December  31, 1995 and 1994 included $662.5
million and $318.3 million, respectively, (5% and 3%, respectively, of the  debt
securities)  of investments that are considered "below investment grade". "Below
investment grade" securities are  defined to be securities  that carry a  rating
below  BBB-/Baa3, by Standard &  Poors/ Moody's Investor Services, respectively.
The increase in below investment grade securities  is the result of a change  in
investment  strategy, which  has reduced  the Company's  holdings in residential
mortgage-back securities  and  increased  the Company's  holdings  in  corporate
securities.   Residential  mortgage-back   securities  are   subject  to  higher
prepayment risk  and lower  credit risk,  while corporate  securities earning  a
comparable yield are subject to higher credit risk and lower prepayment risk. We
expect  the percentage  of below  investment grade  securities will  increase in
1996, but we expect that  the overall average quality  of the portfolio of  debt
securities  will remain  at AA-. Of  these below investment  grade assets, $14.5
million and $31.8  million, at December  31, 1995 and  1994, respectively,  were
investments  that were  purchased at  investment grade,  but whose  ratings have
since been downgraded.
 
Included in  residential mortgage-back  securities are  collateralized  mortgage
obligations  ("CMOs") with carrying  values of $2.5 billion  and $2.6 billion at
December 31,  1995  and 1994,  respectively.  The principal  risks  inherent  in
holding  CMOs are prepayment  and extension risks  related to dramatic decreases
and increases in interest rates whereby the CMOs would be subject to  repayments
of  principal earlier or later than originally anticipated. At December 31, 1995
and 1994, approximately 79% and 85%, respectively, of the Company's CMO holdings
consisted of sequential and planned amortization class debt securities which are
subject to less  prepayment and extension  risk than other  CMO instruments.  At
December  31, 1995  and 1994,  approximately 81%  and 82%,  respectively, of the
Company's CMO holdings  were collateralized  by residential  mortgage loans,  on
which  the  timely payment  of principal  and interest  was backed  by specified
government agencies (e.g., GNMA, FNMA, FHLMC).
 
If due to  declining interest  rates, principal was  to be  repaid earlier  than
originally  anticipated,  the  Company  could  be  affected  by  a  decrease  in
investment income due  to the reinvestment  of these funds  at a lower  interest
rate.  Such prepayments  may result  in a  duration mismatch  between assets and
liabilities  which  could  be  corrected  as  cash  from  prepayments  could  be
reinvested at an appropriate duration to adjust the mismatch.
 
                                      F-14
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
2.  INVESTMENTS (CONTINUED)
Conversely,  if due  to increasing  interest rates,  principal was  to be repaid
slower than originally anticipated, the Company could be affected by a  decrease
in cash flow which reduces the ability to reinvest expected principal repayments
at higher interest rates. Such slower payments may result in a duration mismatch
between  assets and liabilities which could  be corrected as available cash flow
could be reinvested at an appropriate duration to adjust the mismatch.
 
At December 31,  1995 and 1994,  approximately 3% and  4%, respectively, of  the
Company's   CMO   holdings  consisted   of   interest-only  strips   ("IOs")  or
principal-only strips ("POs"). IOs receive payments of interest and POs  receive
payments  of principal on the underlying pool of mortgages. The risk inherent in
holding POs is extension  risk related to dramatic  increases in interest  rates
whereby  the  future  payments due  on  POs  could be  repaid  much  slower than
originally  anticipated.  The  extension  risks  inherent  in  holding  POs  was
mitigated  somewhat by offsetting positions in IOs. During dramatic increases in
interest  rates,  IOs  would  generate  more  future  payments  than  originally
anticipated.
 
The  risk  inherent  in  holding  IOs is  prepayment  risk  related  to dramatic
decreases in interest rates whereby future IO cash flows could be much less than
originally anticipated and in some cases could be less than the original cost of
the IO. The risks inherent in  IOs are mitigated somewhat by holding  offsetting
positions in POs. During dramatic decreases in interest rates POs would generate
future cash flows much quicker than originally anticipated.
 
Investments in available for sale equity securities were as follows:
 
<TABLE>
<CAPTION>
                                               GROSS       GROSS
                                             UNREALIZED  UNREALIZED
                                      COST     GAINS       LOSSES    FAIR VALUE
                                     ------  ----------  ----------  ----------
                                                     (MILLIONS)
<S>                                  <C>     <C>         <C>         <C>
1995
  Equity Securities................  $231.6     $ 27.2      $ 1.2      $ 257.6
                                     ------      -----        ---    ----------
1994
  Equity Securities................  $230.5     $  6.5      $ 7.9      $ 229.1
                                     ------      -----        ---    ----------
</TABLE>
 
3.  CAPITAL GAINS AND LOSSES ON INVESTMENT OPERATIONS
Realized  capital gains or  losses are the  difference between proceeds received
from investments sold or prepaid, and amortized cost. Net realized capital gains
as reflected in the Consolidated Statements  of Income are after deductions  for
net  realized capital gains (losses)  allocated to experience-rated contracts of
$61.1 million, $(29.1) million and $(54.8) million for the years ended  December
31,  1995, 1994,  and 1993,  respectively. Net  realized capital  gains (losses)
allocated to experience-rated contracts are deferred and subsequently  reflected
in  credited  rates  on  an amortized  basis.  Net  unamortized  gains (losses),
reflected as a  component of Policyholders'  Funds Left With  the Company,  were
$7.3  million and  $(50.7) million  at the  end of  December 31,  1995 and 1994,
respectively.
 
Changes to the mortgage loan valuation reserve and writedowns on debt securities
are included  in  net realized  capital  gains  (losses) and  amounted  to  $3.1
million,  $1.1 million and $(98.5) million,  of which $2.2 million, $0.8 million
and $(91.5) million were allocable to experience-rated contractholders, for  the
years ended December 31, 1995, 1994 and 1993, respectively. The 1993 losses were
primarily  related to writedowns of  interest-only mortgage-backed securities to
their fair value.
 
                                      F-15
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
3.  CAPITAL GAINS AND LOSSES ON INVESTMENT OPERATIONS (CONTINUED)
Net realized capital gains (losses) on investments, net of amounts allocated  to
experience-rated contracts, were as follows:
 
<TABLE>
<CAPTION>
                                                         1995   1994     1993
                                                         -----  -----   ------
                                                              (MILLIONS)
<S>                                                      <C>    <C>     <C>
Debt securities........................................  $32.8  $ 1.0   $  9.6
Equity securities......................................    8.3    0.2      0.1
Mortgage loans.........................................    0.2    0.3     (0.2)
                                                         -----  -----   ------
Pretax realized capital gains..........................  $41.3  $ 1.5   $  9.5
                                                         -----  -----   ------
After-tax realized capital gains.......................  $25.8  $ 1.0   $  6.2
                                                         -----  -----   ------
</TABLE>
 
Gross  gains of $44.6 million, $26.6 million  and $33.3 million and gross losses
of $11.8 million, $25.6 million and  $23.7 million were realized from the  sales
of investments in debt securities in 1995, 1994 and 1993, respectively.
 
Changes  in unrealized capital  gains (losses), excluding  changes in unrealized
capital gains  (losses) related  to experience-rated  contracts, for  the  years
ended December 31, were as follows:
 
<TABLE>
<CAPTION>
                                                          1995     1994      1993
                                                         ------  --------   ------
                                                                (MILLIONS)
<S>                                                      <C>     <C>        <C>
Debt securities........................................  $255.9  $ (242.1)  $164.3
Equity securities......................................    27.3     (13.3)    10.6
Limited partnership....................................     1.8      (1.8)      --
                                                         ------  --------   ------
                                                          285.0    (257.2)   174.9
Deferred federal income taxes (See Note 6).............   (36.5)     46.3     61.2
                                                         ------  --------   ------
Net change in unrealized capital gains (losses)........  $321.5  $ (303.5)  $113.7
                                                         ------  --------   ------
                                                         ------  --------   ------
</TABLE>
 
Net unrealized capital gains (losses) allocable to experience-rated contracts of
$515.0  million and $104.1 million at December 31, 1995 and $(260.9) million and
$(47.7) million at December 31, 1994  are reflected on the Consolidated  Balance
Sheet  in Policyholders' Funds Left With the Company and Future Policy Benefits,
respectively, and are not included in shareholder's equity.
 
                                      F-16
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
3.  CAPITAL GAINS AND LOSSES ON INVESTMENT OPERATIONS (CONTINUED)
Shareholder's equity included the  following unrealized capital gains  (losses),
which  are  net of  amounts  allocable to  experience-rated  contractholders, at
December 31:
 
<TABLE>
<CAPTION>
                                                          1995    1994      1993
                                                         ------  -------   -------
                                                                (MILLIONS)
<S>                                                      <C>     <C>       <C>
Debt securities
  Gross unrealized capital gains.......................  $179.3  $  27.4   $ 164.3
  Gross unrealized capital losses......................    (1.3)  (105.2)       --
                                                         ------  -------   -------
                                                          178.0    (77.8)    164.3
Equity securities
  Gross unrealized capital gains.......................    27.2      6.5      12.0
  Gross unrealized capital losses......................    (1.2)    (7.9)     (0.1)
                                                         ------  -------   -------
                                                           26.0     (1.4)     11.9
Limited Partnership
  Gross unrealized capital gains.......................      --       --        --
  Gross unrealized capital losses......................      --     (1.8)       --
                                                         ------  -------   -------
Deferred federal income taxes (See Note 6).............    71.5    108.0      61.7
                                                         ------  -------   -------
Net unrealized capital gains (losses)..................  $132.5  $(189.0)  $ 114.5
                                                         ------  -------   -------
                                                         ------  -------   -------
</TABLE>
 
4.  NET INVESTMENT INCOME
Sources of net investment income were as follows:
 
<TABLE>
<CAPTION>
                                                           1995     1994    1993
                                                         --------  ------  ------
                                                                (MILLIONS)
<S>                                                      <C>       <C>     <C>
Debt securities........................................  $  891.5  $823.9  $828.0
Preferred stock........................................       4.2     3.9     2.3
Investment in affiliated mutual funds..................      14.9     5.2     2.9
Mortgage loans.........................................       1.4     1.4     1.5
Policy loans...........................................      13.7    11.5    10.8
Reinsurance loan to affiliate..........................      46.5    51.5    53.3
Cash equivalents.......................................      38.9    29.5    16.8
Other..................................................       8.4     6.7     7.7
                                                         --------  ------  ------
Gross investment income................................   1,019.5   933.6   923.3
Less investment expenses...............................     (15.2)  (16.4)  (11.4)
                                                         --------  ------  ------
Net investment income..................................  $1,004.3  $917.2  $911.9
                                                         --------  ------  ------
                                                         --------  ------  ------
</TABLE>
 
Net  investment   income   includes  amounts   allocable   to   experience-rated
contractholders  of $744.2  million, $677.1 million  and $661.3  million for the
years ended December 31, 1995, 1994 and 1993, respectively. Interest credited to
contractholders is included in Current and Future Benefits.
 
                                      F-17
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
5.  DIVIDEND RESTRICTIONS AND SHAREHOLDER'S EQUITY
The Company distributed  $2.9 million in  the form  of dividends of  two of  its
subsidiaries, SBA and AISI, to Aetna Retirement Services, Inc. in 1995.
 
The  amount of  dividends that may  be paid  to the shareholder  in 1996 without
prior approval by  the Insurance  Commissioner of  the State  of Connecticut  is
$70.0 million.
 
The  Insurance  Department  of  the  State  of  Connecticut  (the  "Department")
recognizes as net income  and shareholder's equity  those amounts determined  in
conformity  with statutory accounting  practices prescribed or  permitted by the
Department, which differ in certain respects from generally accepted  accounting
principles.  Statutory net  income was  $70.0 million,  $64.9 million  and $77.6
million for the  years ended  December 31,  1995, 1994  and 1993,  respectively.
Statutory  shareholder's  equity was  $670.7 million  and  $615.0 million  as of
December 31, 1995 and 1994, respectively.
 
At December 31, 1995  and December 31,  1994, the Company  does not utilize  any
statutory  accounting practices which are not prescribed by insurance regulators
that,  individually   or  in   the   aggregate,  materially   affect   statutory
shareholder's equity.
 
6.  FEDERAL INCOME TAXES
The  Company is included in the consolidated federal income tax return of Aetna.
Aetna allocates to  each member an  amount approximating the  tax it would  have
incurred  were it not a member of the consolidated group, and credits the member
for the use of its tax saving attributes in the consolidated return.
 
In August 1993, the Omnibus Budget Reconciliation Act of 1993 (OBRA) was enacted
which resulted in an increase in the federal corporate tax rate from 34% to  35%
retroactive to January 1, 1993. The enactment of OBRA resulted in an increase in
the  deferred  tax liability  of $3.4  million  at date  of enactment,  which is
included in the 1993 deferred tax expense.
 
Components of income tax expense (benefits) were as follows:
 
<TABLE>
<CAPTION>
                                                         1995   1994    1993
                                                         -----  -----  -------
                                                              (MILLIONS)
<S>                                                      <C>    <C>    <C>
Current taxes (benefits):
  Income from operations...............................  $82.9  $78.7  $  87.1
  Net realized capital gains...........................   28.5  (33.2)    18.1
                                                         -----  -----  -------
                                                         111.4   45.5    105.2
                                                         -----  -----  -------
Deferred taxes (benefits):
  Income from operations...............................  (14.4)  (8.0)   (14.2)
  Net realized capital gains...........................  (12.9)  33.7    (14.8)
                                                         -----  -----  -------
                                                         (27.3)  25.7    (29.0)
                                                         -----  -----  -------
  Total................................................  $84.1  $71.2  $  76.2
                                                         -----  -----  -------
                                                         -----  -----  -------
</TABLE>
 
                                      F-18
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
6.  FEDERAL INCOME TAXES (CONTINUED)
Income tax  expense was  different  from the  amount  computed by  applying  the
federal  income tax rate to income before federal income taxes for the following
reasons:
 
<TABLE>
<CAPTION>
                                                          1995    1994    1993
                                                         ------  ------  ------
                                                               (MILLIONS)
<S>                                                      <C>     <C>     <C>
Income before federal income taxes.....................  $260.0  $216.5  $219.1
Tax rate...............................................     35%     35%     35%
                                                         ------  ------  ------
Application of the tax rate............................    91.0    75.8    76.7
                                                         ------  ------  ------
Tax effect of:
  Excludable dividends.................................    (9.3)   (8.6)   (8.7)
  Tax reserve adjustments..............................     3.9     2.9     4.7
  Reinsurance transaction..............................    (0.5)    1.9    (0.2)
  Tax rate change on deferred liabilities..............      --      --     3.7
  Other, net...........................................    (1.0)   (0.8)     --
                                                         ------  ------  ------
  Income tax expense...................................  $ 84.1  $ 71.2  $ 76.2
                                                         ------  ------  ------
                                                         ------  ------  ------
</TABLE>
 
The tax effects of temporary differences  that give rise to deferred tax  assets
and deferred tax liabilities at December 31 are presented below:
 
<TABLE>
<CAPTION>
                                                          1995    1994
                                                         ------  ------
                                                           (MILLIONS)
<S>                                                      <C>     <C>
Deferred tax assets:
  Insurance reserves...................................  $290.4  $211.5
  Net unrealized capital losses........................      --   136.3
  Unrealized gains allocable to experience-rated
   contracts...........................................   216.7      --
  Investment losses not currently deductible...........     7.3    15.5
  Postretirement benefits other than pensions..........     7.7     8.4
  Other................................................    32.0    28.3
                                                         ------  ------
Total gross assets.....................................   554.1   400.0
Less valuation allowance...............................      --   136.3
                                                         ------  ------
Deferred tax assets, net of valuation..................   554.1   263.7
Deferred tax liabilities:
  Deferred policy acquisition costs....................   433.0   385.2
  Unrealized losses allocable to experience-rated
   contracts...........................................      --   108.0
  Market discount......................................     4.4     3.6
  Net unrealized capital gains.........................   288.2      --
  Other................................................    (1.9)    0.4
                                                         ------  ------
Total gross liabilities................................   723.7   497.2
                                                         ------  ------
Net deferred tax liability.............................  $169.6  $233.5
                                                         ------  ------
                                                         ------  ------
</TABLE>
 
                                      F-19
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
6.  FEDERAL INCOME TAXES (CONTINUED)
Net  unrealized capital gains  and losses are  presented in shareholder's equity
net of deferred  taxes. At December  31, 1994, $81.0  million of net  unrealized
capital  losses  were reflected  in  shareholder's equity  without  deferred tax
benefits. As  of December  31, 1995,  no valuation  allowance was  required  for
unrealized capital gains and losses. The reversal of the valuation allowance had
no impact on net income in 1995.
 
The  "Policyholders'  Surplus  Account," which  arose  under prior  tax  law, is
generally that portion of a life  insurance company's statutory income that  has
not  been subject  to taxation.  As of December  31, 1983,  no further additions
could be made  to the  Policyholders' Surplus  Account for  tax return  purposes
under  the  Deficit Reduction  Act  of 1984.  The  balance in  such  account was
approximately $17.2 million  at December 31,  1995. This amount  would be  taxed
only under certain conditions. No income taxes have been provided on this amount
since  management believes  the conditions under  which such  taxes would become
payable are remote.
 
The Internal  Revenue  Service ("Service")  has  completed examinations  of  the
consolidated  federal income tax returns of  Aetna through 1986. Discussions are
being held  with the  Service  with respect  to proposed  adjustments.  However,
management  believes there are adequate defenses against, or sufficient reserves
to provide for, such challenges. The Service has commenced its examinations  for
the years 1987 through 1990.
 
7.  BENEFIT PLANS
Employee   Pension   Plans--The  Company,   in   conjunction  with   Aetna,  has
non-contributory  defined  benefit  pension  plans  covering  substantially  all
employees.  The plans  provide pension  benefits based  on years  of service and
average annual compensation (measured over  sixty consecutive months of  highest
earnings  in  a  120  month  period).  Contributions  are  determined  using the
Projected  Unit  Credit  Method  and,  for  qualified  plans  subject  to  ERISA
requirements,  are limited to the amounts  that are currently deductible for tax
reporting purposes.  The  accumulated benefit  obligation  and plan  assets  are
recorded by Aetna. The accumulated plan assets exceed accumulated plan benefits.
There  has been  no funding  to the plan  for the  years 1993  through 1995, and
therefore, no expense has been recorded by the Company.
 
Agent Pension Plans--The Company, in conjunction with Aetna, has a non-qualified
pension plan covering certain agents.  The plan provides pension benefits  based
on  annual commission earnings.  The accumulated plan  assets exceed accumulated
plan benefits. There has been no funding to the plan for the years 1993  through
1995, and therefore, no expense has been recorded by the Company.
 
Employee  Postretirement  Benefits--In addition  to providing  pension benefits,
Aetna also  provides  certain  postretirement health  care  and  life  insurance
benefits,  subject to  certain caps, for  retired employees.  Medical and dental
benefits are offered to all full-time employees retiring at age 50 with at least
15 years of service or at age 65 with at least 10 years of service. Retirees are
required to contribute to the plans based on their years of service with Aetna.
 
The cost to the Company associated with the Aetna postretirement plans for 1995,
1994 and 1993 were $1.4 million, $1.0 million and $0.8 million, respectively.
 
Agent Postretirement  Benefits--The Company,  in  conjunction with  Aetna,  also
provides  certain  postemployment health  care and  life insurance  benefits for
certain agents.
 
                                      F-20
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
7.  BENEFIT PLANS (CONTINUED)
 
The cost to the Company associated to the agents' postretirement plans for 1995,
1994 and 1993 were $0.8 million, $0.7 million and $0.6 million, respectively.
 
Incentive  Savings Plan--Substantially all employees are eligible to participate
in a savings plan under which designated contributions, which may be invested in
common stock of Aetna  or certain other  investments, are matched,  up to 5%  of
compensation,  by Aetna. Pretax charges to  operations for the incentive savings
plan were $4.9 million, $3.3  million and $3.1 million  in 1995, 1994 and  1993,
respectively.
 
Stock  Plans--Aetna has a  stock incentive plan that  provides for stock options
and deferred contingent common  stock or cash awards  to certain key  employees.
Aetna  also has a stock option plan  under which executive and middle management
employees of Aetna may be granted options  to purchase common stock of Aetna  at
the  market price on the  date of grant or,  in connection with certain business
combinations, may  be granted  options  to purchase  common stock  on  different
terms.  The cost to the Company associated  with the Aetna stock plans for 1995,
1994 and 1993, was $6.3 million, $1.7 million and $0.4 million, respectively.
 
8.  RELATED PARTY TRANSACTIONS
The Company is compensated  by the Separate Accounts  for bearing mortality  and
expense  risks  pertaining to  variable life  and  annuity contracts.  Under the
insurance contracts, the Separate Accounts pay the Company a daily fee which, on
an annual basis, ranges, depending on the  product, from .25% to 1.80% of  their
average  daily net assets. The Company also receives fees from the variable life
and annuity mutual  funds and The  Aetna Series Fund  for serving as  investment
adviser.  Under the advisory agreements,  the Funds pay the  Company a daily fee
which, on an annual basis, ranges, depending on the fund, from .25% to 1.00%  of
their  average  daily net  assets.  The advisory  agreements  also call  for the
variable funds to pay their own administrative expenses and for The Aetna Series
Fund to  pay certain  administrative expenses.  The Company  also receives  fees
(expressed  as a  percentage of  the average  daily net  assets) from  The Aetna
Series Fund  for providing  administration, shareholder  services and  promoting
sales.  The amount of compensation and  fees received from the Separate Accounts
and Funds,  included  in Charges  Assessed  Against Policyholders,  amounted  to
$128.1  million,  $104.6  million and  $93.6  million  in 1995,  1994  and 1993,
respectively. The Company may waive advisory fees at its discretion.
 
The Company may, from time  to time, make reimbursements to  a Fund for some  or
all  of its operating expenses. Reimbursement  arrangements may be terminated at
any time without notice.
 
Since 1981, all  domestic individual non-participating  life insurance of  Aetna
and  its subsidiaries  has been  issued by  the Company.  Effective December 31,
1988, the Company entered into a reinsurance agreement with Aetna Life Insurance
Company ("Aetna  Life")  in which  substantially  all of  the  non-participating
individual  life and annuity  business written by  Aetna Life prior  to 1981 was
assumed by the  Company. A  $108.0 million commission,  paid by  the Company  to
Aetna  Life in 1988,  was capitalized as deferred  policy acquisition costs. The
Company maintained insurance reserves of $655.5 million and $690.3 million as of
December 31, 1995 and 1994, respectively,  relating to the business assumed.  In
consideration  for  the  assumption of  this  business, a  loan  was established
relating to the assets held by Aetna Life which support the insurance  reserves.
The  loan is being reduced in accordance  with the decrease in the reserves. The
fair value of this loan was $663.5 million and $630.3 million as of December 31,
1995 and 1994, respectively, and is based upon the fair value of the  underlying
assets.  Premiums of $28.0 million, $32.8  million and $33.3 million and current
and future  benefits of  $43.0 million,  $43.8 million  and $55.4  million  were
assumed in 1995, 1994 and 1993, respectively.
 
                                      F-21
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
8.  RELATED PARTY TRANSACTIONS (CONTINUED)
Investment  income  of  $46.5  million,  $51.5  million  and  $53.3  million was
generated from  the  reinsurance loan  to  affiliate  in 1995,  1994  and  1993,
respectively. Net income of approximately $18.4 million, $25.1 million and $13.6
million resulted from this agreement in 1995, 1994 and 1993, respectively.
 
On  December 16, 1988, the Company assumed $25.0 million of premium revenue from
Aetna Life  for the  purchase and  administration of  a life  contingent  single
premium  variable  payout annuity  contract. In  addition,  the Company  also is
responsible for administering fixed annuity payments that are made to annuitants
receiving variable payments. Reserves  of $28.0 million  and $24.2 million  were
maintained for this contract as of December 31, 1995 and 1994, respectively.
 
Effective  February  1,  1992, the  Company  increased its  retention  limit per
individual life to $2.0  million and entered into  a reinsurance agreement  with
Aetna  Life to reinsure amounts in excess of this limit, up to a maximum of $8.0
million on any new individual life  business, on a yearly renewable term  basis.
Premium  amounts related to  this agreement were $3.2  million, $1.3 million and
$0.6 million for 1995, 1994 and 1993, respectively.
 
The Company received no capital contributions in 1995, 1994 or 1993.
 
The Company distributed  $2.9 million in  the form  of dividends of  two of  its
subsidiaries, SBA and AISI, to Aetna Retirement Services, Inc. in 1995.
 
Premiums  due and other  receivables include $5.7 million  and $27.6 million due
from affiliates in 1995 and 1994, respectively. Other liabilities include  $12.4
million and $27.9 million due to affiliates for 1995 and 1994, respectively.
 
Substantially all of the administrative and support functions of the Company are
provided by Aetna and its affiliates. The financial statements reflect allocated
charges  for these  services based  upon measures  appropriate for  the type and
nature of service provided.
 
9.  REINSURANCE
The Company utilizes indemnity reinsurance agreements to reduce its exposure  to
large  losses in all aspects of its insurance business. Such reinsurance permits
recovery of a portion of losses from reinsurers, although it does not  discharge
the  primary liability of the Company as  direct insurer of the risks reinsured.
The Company  evaluates  the  financial  strength  of  potential  reinsurers  and
continually   monitors  the  financial  condition   of  reinsurers.  Only  those
reinsurance recoverables deemed probable of recovery are reflected as assets  on
the Company's Consolidated Balance Sheets.
 
                                      F-22
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
9.  REINSURANCE (CONTINUED)
The  following table  includes premium amounts  ceded/assumed to/from affiliated
companies as discussed in Note 8 above.
 
<TABLE>
<CAPTION>
                                                                      CEDED TO        ASSUMED
                                                          DIRECT        OTHER       FROM OTHER       NET
                                                          AMOUNT      COMPANIES      COMPANIES     AMOUNT
                                                         ---------  -------------  -------------  ---------
                                                                             (MILLIONS)
<S>                                                      <C>        <C>            <C>            <C>
1995
Premiums:
  Life Insurance.......................................  $    28.8    $     8.6      $    28.0    $    48.2
  Accident and Health Insurance........................        7.5          7.5             --           --
  Annuities............................................       82.1           --            0.5         82.6
                                                         ---------        -----          -----    ---------
  Total earned premiums................................  $   118.4    $    16.1      $    28.5    $   130.8
                                                         ---------        -----          -----    ---------
                                                         ---------        -----          -----    ---------
 
1994
Premiums:
  Life Insurance.......................................  $    27.3    $     6.0      $    32.8    $    54.1
  Accident and Health Insurance........................        9.3          9.3             --           --
  Annuities............................................       69.9           --            0.2         70.1
                                                         ---------        -----          -----    ---------
  Total earned premiums................................  $   106.5    $    15.3      $    33.0    $   124.2
                                                         ---------        -----          -----    ---------
                                                         ---------        -----          -----    ---------
1993
Premiums:
  Life Insurance.......................................  $    22.4    $     5.6      $    33.3    $    50.1
  Accident and Health Insurance........................       12.9         12.9             --           --
  Annuities............................................       31.3           --            0.7         32.0
                                                         ---------        -----          -----    ---------
  Total earned premiums................................  $    66.6    $    18.5      $    34.0    $    82.1
                                                         ---------        -----          -----    ---------
                                                         ---------        -----          -----    ---------
</TABLE>
 
                                      F-23
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
10. FINANCIAL INSTRUMENTS
 
ESTIMATED FAIR VALUE
 
The carrying  values  and  estimated  fair values  of  the  Company's  financial
instruments at December 31, 1995 and 1994 were as follows:
 
<TABLE>
<CAPTION>
                                                                      1995                  1994
                                                              --------------------  --------------------
                                                              CARRYING     FAIR     CARRYING     FAIR
                                                                VALUE      VALUE      VALUE      VALUE
                                                              ---------  ---------  ---------  ---------
                                                                              (MILLIONS)
<S>                                                           <C>        <C>        <C>        <C>
Assets:
  Cash and cash equivalents.................................  $   568.8  $   568.8  $   623.3  $   623.3
  Short-term investments....................................       15.1       15.1       98.0       98.0
  Debt securities...........................................   12,720.8   12,720.8   10,191.4   10,191.4
  Equity securities.........................................      257.6      257.6      229.1      229.1
  Limited partnership.......................................         --         --       24.4       24.4
  Mortgage loans............................................       21.2       21.9        9.9        9.9
 
Liabilities:
  Investment contract liabilities:
    With a fixed maturity...................................      989.1    1,001.2      826.7      833.5
    Without a fixed maturity................................    9,511.0    9,298.4    8,122.6    7,918.2
</TABLE>
 
Fair  value estimates are made  at a specific point  in time, based on available
market information  and  judgments  about  the  financial  instrument,  such  as
estimates  of timing and amount of expected future cash flows. Such estimates do
not reflect any premium or discount that could result from offering for sale  at
one time the Company's entire holdings of a particular financial instrument, nor
do  they  consider the  tax impact  of  the realization  of unrealized  gains or
losses. In  many cases,  the fair  value estimates  cannot be  substantiated  by
comparison  to independent markets,  nor can the disclosed  value be realized in
immediate settlement of the instrument.  In evaluating the Company's  management
of  interest  rate  and  liquidity  risk, the  fair  values  of  all  assets and
liabilities should be taken into consideration, not only those above.
 
The following valuation  methods and  assumptions were  used by  the Company  in
estimating the fair value of the above financial instruments:
 
SHORT-TERM INSTRUMENTS:  Fair values are based on quoted market prices or dealer
quotations.  Where quoted market prices are  not available, the carrying amounts
reported in the Consolidated Balance Sheets approximates fair value.  Short-term
instruments  have a maturity date of one year  or less and include cash and cash
equivalents, and short-term investments.
 
DEBT AND EQUITY SECURITIES:   Fair values are based  on quoted market prices  or
dealer  quotations.  Where quoted  market prices  or  dealer quotations  are not
available, fair value  is estimated by  using quoted market  prices for  similar
securities or discounted cash flow methods.
 
                                      F-24
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
10. FINANCIAL INSTRUMENTS (CONTINUED)
MORTGAGE  LOANS:  Fair value is  estimated by discounting expected mortgage loan
cash flows at market rates which reflect the rates at which similar loans  would
be  made to similar borrowers. The  rates reflect management's assessment of the
credit quality and the remaining duration of the loans. The fair value  estimate
of mortgage loans of lower quality, including problem and restructured loans, is
based on the estimated fair value of the underlying collateral.
 
INVESTMENT  CONTRACT LIABILITIES (INCLUDED IN POLICYHOLDERS' FUNDS LEFT WITH THE
COMPANY):
 
WITH A FIXED MATURITY:   Fair value  is estimated by  discounting cash flows  at
interest  rates currently  being offered  by, or  available to,  the Company for
similar contracts.
 
WITHOUT A FIXED MATURITY:  Fair value is estimated as the amount payable to  the
contractholder  upon  demand.  However, the  Company  has the  right  under such
contracts to delay payment of withdrawals which may ultimately result in  paying
an amount different than that determined to be payable on demand.
 
OFF-BALANCE-SHEET   FINANCIAL   INSTRUMENTS   (INCLUDING   DERIVATIVE  FINANCIAL
INSTRUMENTS)
 
During 1995,  the Company  received $0.4  million for  writing call  options  on
underlying  securities. As of  December 31, 1995 there  were no option contracts
outstanding.
 
At December 31, 1995, the Company had  a forward swap agreement with a  notional
amount of $100.0 million and a fair value of $0.1 million.
 
The Company did not have transactions in derivative instruments in 1994.
 
The  Company also holds  investments in certain debt  and equity securities with
derivative characteristics (i.e., including the fact that their market value  is
at  least partially determined by,  among other things, levels  of or changes in
interest rates, prepayment rates, equity markets or credit ratings/spreads). The
amortized cost and fair value of these securities, included in the $13.4 billion
investment portfolio, as of December 31, 1995 was as follows:
 
<TABLE>
<CAPTION>
                                                               AMORTIZED      FAIR
(MILLIONS)                                                       COST         VALUE
                                                              -----------  -----------
<S>                                                           <C>          <C>
Collateralized mortgage obligations.........................   $ 2,383.9   $   2,549.3
Principal-only strips (included above)......................        38.7          50.0
Interest-only strips (included above).......................        10.7          20.7
Structured Notes (1)........................................        95.0         100.3
</TABLE>
 
(1) Represents non-leveraged instruments whose  fair values and credit risk  are
    based  on  underlying  securities,  including  fixed  income  securities and
    interest rate swap agreements.
 
11. COMMITMENTS AND CONTINGENT LIABILITIES
 
COMMITMENTS
 
Through the  normal course  of  investment operations,  the Company  commits  to
either  purchase or sell  securities or money market  instruments at a specified
future date and at a specified  price or yield. The inability of  counterparties
to  honor these  commitments may  result in  either higher  or lower replacement
cost. Also, there is likely to be a change in
 
                                      F-25
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
11. COMMITMENTS AND CONTINGENT LIABILITIES (CONTINUED)
the value of the  securities underlying the commitments.  At December 31,  1995,
the  Company had commitments to purchase  investments of $31.4 million. The fair
value of the investments at December 31, 1995 approximated $31.5 million.  There
were no outstanding forward commitments at December 31, 1994.
 
LITIGATION
 
There  were  no material  legal proceedings  pending against  the Company  as of
December 31, 1995 or December 31, 1994 which were beyond the ordinary course  of
business. The Company is involved in lawsuits arising, for the most part, in the
ordinary course of its business operations as an insurer.
 
12. SEGMENT INFORMATION
The  Company's operations are reported through two major business segments: Life
Insurance and Financial Services.
 
Summarized financial information for the  Company's principal operations was  as
follows:
 
<TABLE>
<CAPTION>
(MILLIONS)                                                       1995         1994         1993
                                                              -----------  -----------  -----------
<S>                                                           <C>          <C>          <C>
Revenue:
  Financial services........................................  $   1,129.4  $     946.1  $     892.8
  Life insurance............................................        407.9        386.1        371.7
                                                              -----------  -----------  -----------
  Total revenue.............................................  $   1,537.3  $   1,332.2  $   1,264.5
                                                              -----------  -----------  -----------
Income before federal income taxes:
  Financial services........................................  $     158.0  $     119.7  $     121.1
  Life insurance............................................        102.0         96.8         98.0
                                                              -----------  -----------  -----------
  Total income before federal income taxes..................  $     260.0  $     216.5  $     219.1
                                                              -----------  -----------  -----------
Net income:
  Financial services........................................  $     113.8  $      85.5  $      86.8
  Life insurance............................................         62.1         59.8         56.1
                                                              -----------  -----------  -----------
Net income..................................................  $     175.9  $     145.3  $     142.9
                                                              -----------  -----------  -----------
Assets under management, at fair value:
  Financial services........................................  $  23,224.3  $  17,785.2  $  16,600.5
  Life insurance............................................      2,698.1      2,171.7      2,175.5
                                                              -----------  -----------  -----------
  Total assets under management.............................  $  25,922.4  $  19,956.9  $  18,776.0
                                                              -----------  -----------  -----------
                                                              -----------  -----------  -----------
</TABLE>
 
                                      F-26
<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)   Alternate Form of Wholesaling Agreement and related Selling 
                Agreement(2)
        (4)     Form of Variable Annuity Contract (IA-CDA-IA))(3)
        (5)     Form of Variable Annuity Contract Application (707.00.1B)(3)
        (6)     Certification of Incorporation and By-Laws of Depositor(4)
        (7)     Not applicable
        (8.1)   Fund Participation Agreement (Amended and Restated) between
                Aetna Life Insurance and Annuity Company, Alger American Fund
                and Fred Alger Management, Inc. dated March 31, 1995(2)
        (8.2)   Fund Participation Agreement between Aetna Life Insurance
                and Annuity Company and Fidelity Distributors Corporation 
                (Variable Insurance Products Fund) dated February 1, 1994 and
                amended March 1, 1996(2)

<PAGE>

        (8.3)   Fund Participation Agreement between Aetna Life Insurance and
                Annuity Company and Fidelity Distributors Corporation (Variable
                Insurance Products Fund II) dated February 1, 1994 and amended
                March 1, 1996(2)
        (8.4)   Fund Participation Agreement between Aetna Life Insurance and 
                Annuity Company and Janus Aspen Series dated April 19, 1994 and 
                amended March 1, 1996(2)
        (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(2)
        (8.6)   Fund Participation Agreement between Aetna Life Insurance and
                Annuity Company and Advisers Management Trust (now Neuberger &
                Berman Advisers Management Trust) dated April 14, 1989 and as
                assigned and modified on May 1, 1995(2)
        (8.7)   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(2)
        (8.8)   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(2)
        (9)     Opinion of Counsel(5)
        (10.1)  Consent of Independent Auditors
        (10.2)  Consent of Counsel
        (11)    Not applicable
        (12)    Not applicable
        (13)    Computation of Performance Data(3)
        (14)    Financial Data Schedule
        (15.1)  Powers of Attorney (6)
        (15.2)  Authorizations for Signatures(2)


1.  Incorporated by reference to Post-Effective Amendment No. 6 to Registration
    Statement on Form N-4 (File No. 33-75986), as filed electronically on
    April 22, 1996.
2.  Incorporated by reference to Post-Effective Amendment No. 5 to Registration
    Statement on Form N-4 (File No. 33-75986), as filed electronically on 
    April 12, 1996.
3.  Incorporated by reference to Post-Effective Amendment No. 3 to Registration 
    Statement on Form N-4 (File No. 33-75998), as filed on April 28, 1995.
4.  Incorporated by reference to Post-Effective Amendment No. 1 to Registration
    Statement on Form S-1 (File No. 33-60477), as filed electronically on
    April 15, 1996.
5.  Incorporated by reference to Registrant's 24f-2 Notice for fiscal year ended
    December 31, 1995, as filed electronically on February 29, 1996.
6.  Incorporated by reference to Post-Effective Amendment No. 1 to Registration
    Statement on Form N-4 (File No. 33-75974), as filed electronically on
    April 9, 1996.

<PAGE>

ITEM 25.  DIRECTORS AND OFFICERS OF THE DEPOSITOR
<TABLE>
<CAPTION>

Name and Principal
Business Address*                       Positions and Offices with Depositor
- ------------------                      ------------------------------------
<S>                                     <C>
Daniel P. Kearney                       Director and President

Timothy A. Holt                         Director, Senior Vice President and Chief
                                        Financial Officer

Christopher J. Burns                    Director and Senior Vice President

Laura R. Estes                          Director and Senior Vice President

Gail P. Johnson                         Director and Vice President

John Y. Kim                             Director and Senior Vice President

Shaun P. Mathews                        Director and Vice President

Glen Salow                              Director and Vice President, ALIAC IT

Creed R. Terry                          Director and Vice President

Eugene M. Trovato                       Vice President and Treasurer, Corporate
                                        Controller

Zoe Baird                               Senior Vice President and General Counsel

Diane Horn                              Vice President and Chief Compliance Officer

Susan E. Schechter                      Corporate Secretary and Counsel

</TABLE>


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

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

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

<PAGE>

ITEM 27.  NUMBER OF CONTRACT OWNERS

   As of February 29, 1996, there were 34,893 individuals holding interests in
variable annuity contracts funded through Variable Annuity Account B.

ITEM 28.  INDEMNIFICATION

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

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

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

ITEM 29.  PRINCIPAL UNDERWRITER

   (a)  In addition to serving as the principal underwriter for the
        Registrant, Aetna Life Insurance and Annuity Company (ALIAC) also acts
        as the principal underwriter for Variable Life Account B and Variable
        Annuity Accounts C and G (separate accounts of ALIAC registered as unit
        investment trusts), and 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, and Variable Annuity Accounts C and G.




<PAGE>

   (b)  See Item 25 regarding the Depositor.

   (c)  Compensation as of December 31, 1995:

<TABLE>
<CAPTION>

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

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

Aetna Life                                      $294,931                            $11,944,532
Insurance and
Annuity
Company

</TABLE>

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

ITEM 30.  LOCATION OF ACCOUNTS AND RECORDS

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

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

ITEM 31.  MANAGEMENT SERVICES

   Not applicable




<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.

   (e)  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, certifies that it meets the requirements of
Securities Act Rule 485(b) for effectiveness of this Post-Effective Amendment
No. 4 to its Registration Statement on Form N-4 (File No. 33-75998) and has
caused this Post-Effective Amendment No. 4 to its Registration Statement on Form
N-4 (File No. 33-75998) to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Hartford, State of Connecticut, on
the 22nd day of April, 1996.

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

                                   By:  AETNA LIFE INSURANCE AND ANNUITY
                                        COMPANY
                                          (DEPOSITOR)

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


   As required by the Securities Act of 1933, as amended, this Post-Effective
Amendment No. 4 to the Registration Statement on Form N-4 (File No. 33-75998)
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, Senior Vice President    )
- --------------------------    and Chief Financial Officer        )   April
Timothy A. Holt                                                  )   22, 1996
                                                                 )
                                                                 )
Christopher J. Burns*         Director                           )
- --------------------------                                       )
Christopher J. Burns                                             )
                                                                 )
Laura R. Estes*               Director                           )
- --------------------------                                       )
Laura R. Estes                                                   )



<PAGE>

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



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



<PAGE>

                          VARIABLE ANNUITY ACCOUNT B
                                EXHIBIT INDEX

<TABLE>
<CAPTION>

Exhibit No.    Exhibit                                                           Page
- -----------    -------                                                           ----
<S>            <C>                                                               <C>
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 Broker-Dealer Agreement                                        *

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

99-B.4         Form of Variable Annuity Contract (I-CDA-HI(NQ))                    *

99-B.5         Form of Variable Annuity Contract Application (707.00.1B)           *

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

99-B.8.1       Fund Participation Agreement (Amended and Restated) between         *
               Aetna Life Insurance and Annuity Company, Alger American
               Fund and Fred Alger Management, Inc. dated March 31, 1995

99-B.8.2       Fund Participation Agreement between Aetna Life Insurance           *
               and Annuity Company and Fidelity Distributors Corporation
               (Variable Insurance Products Fund) dated February 1, 1994
               and amended March 1, 1996

99-B.8.3       Fund Participation Agreement between Aetna Life Insurance           *
               and Annuity Company and Fidelity Distributors Corporation
               (Variable Insurance Products Fund II) dated February 1, 1994
               and amended March 1, 1996

99-B.8.4       Fund Participation Agreement between Aetna Life Insurance           *
               and Annuity Company and Janus Aspen Series dated April 19,
               1994 and amended March 1, 1996

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

*Incorporated by reference

<PAGE>

Exhibit No.    Exhibit                                                           Page
- -----------    -------                                                           ----


99-B.8.6       Fund Participation Agreement between Aetna Life Insurance           *
               and Annuity Company and Advisers Management Trust (now
               Neuberger & Berman Advisers Management Trust) dated April
               14, 1989 and as assigned and modified on May 1, 1995

99-B.8.7       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.8.8       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      Authorizations for Signatures                                        *

27             Financial Data Schedule
                                                                                --------
</TABLE>

*Incorporated by reference


<PAGE>


                         CONSENT OF INDEPENDENT AUDITORS




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


We consent to the use of our reports dated February 6, 1996 and February 16,
1996 included herein and to the references to our Firm under the captions
"Condensed Financial Information" in the Prospectus and "Independent Auditors"
in the Statement of Additional Information.

Our report dated February 6, 1996 refers to a change in 1993 in the Company's
method of accounting for certain investments in debt and equity securities.



                                 /s/ KPMG Peat Marwick LLP



Hartford, Connecticut
April 22, 1996



<PAGE>

                                               
                   151 Farmington Avenue     SUSAN E. BRYANT
                   Hartford, CT  06156       Counsel
                                             Law and Regulatory Affairs, RE4C
                                             (860) 273-7834
                                             Fax:  (860) 273-8340

April 22, 1996




Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Attention:  Filing Desk

       Re:  Variable Annuity Account B of Aetna Life Insurance and Annuity
            Company Post-Effective Amendment No. 4 to the Registration 
            Statement on Form N-4
            FILE NOS. 33-75998 AND 811-2512


Gentlemen:

As Counsel of Aetna Life Insurance and Annuity Company (the "Company"), I
hereby consent to the use of my opinion dated February 28, 1996 (incorporated
herein by reference to the 24f-2 Notice for the fiscal year ended December 31,
1995 filed on behalf of Variable Annuity Account B of Aetna Life Insurance and
Annuity Company on February 29, 1996) as an exhibit to this Post-Effective
Amendment No. 4 to the Registration Statement on Form N-4 (File No. 33-75998)
and to my being named under the caption "Legal Matters" therein.

Very truly yours,

/s/ Susan E. Bryant

Susan E. Bryant
Counsel
Aetna Life Insurance and Annuity Company



<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                    1,102,188,760
<INVESTMENTS-AT-VALUE>                   1,130,935,704
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                           1,130,935,704
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                      1,130,935,704
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                                0
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                             1,130,935,704
<DIVIDEND-INCOME>                          112,097,675
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                            (11,786,592)
<NET-INVESTMENT-INCOME>                    100,311,083
<REALIZED-GAINS-CURRENT>                    32,013,490
<APPREC-INCREASE-CURRENT>                   73,102,996
<NET-CHANGE-FROM-OPS>                      205,427,569
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                              0
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                     335,131,068
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>


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