VARIABLE ANNUITY ACCOUNT B OF AETNA LIFE INS & ANNUITY CO
485BPOS, 1996-04-22
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<PAGE>

   
As filed with the Securities and Exchange             Registration No. 33-88722
Commission on April 22, 1996                          Registration No. 811-2512
    


                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549

                                       FORM N-4

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

                                   and Amendment To

           REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940


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

                      Aetna Life Insurance and Annuity Company
                                (NAME OF DEPOSITOR)

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

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

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



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

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

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

<PAGE>

                              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,     The Company; Variable Annuity
         and Portfolio Companies . . . . . . . . . . .     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             Contents of the Statement of
         Additional Information. . . . . . . . . . . .     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   group   deferred   variable   annuity  contracts
("Contracts")  issued  by  Aetna  Life   Insurance  and  Annuity  Company   (the
"Company").  The Contracts  are designed for  use in  connection with retirement
programs for select  management and highly  compensated healthcare employees  in
plans   formerly  carried   under  certain   hospital  association  endorsements
("Plans"). Such Plans may be (1) employer-sponsored deferred compensation  plans
sponsored  by tax-exempt organizations for deferrals  not subject to Section 457
of the  Internal  Revenue  Code of  1986,  as  amended ("Code")  or  by  taxable
organizations  for their employees  and/or independent contractors ("Non-Section
457 Plans"); or (2) employer-sponsored deferred compensation plans sponsored  by
tax-exempt  organizations for deferrals that are subject to Code Section 457 for
their employees and/or independent contractors ("Section 457 Plans").
    
 
The Contracts provide that contributions may be allocated to one or more of  the
Credited  Interest Options  or to  one or  more of  the Subaccounts  of Variable
Annuity Account B,  a separate account  of the Company.  The Subaccounts  invest
directly in shares of the following Funds:
 
   
 - Aetna Variable Fund                  - Fidelity VIP Growth Portfolio
 - Aetna Income Shares                  - Fidelity VIP Overseas Portfolio
 - Aetna Variable Encore Fund           - Janus Aspen Aggressive Growth
 - Aetna Investment Advisers Fund,      Portfolio
 Inc.                                   - Janus Aspen Balanced Portfolio
 - Aetna Ascent Variable Portfolio      - Janus Aspen Flexible Income
 - Aetna Crossroads Variable Portfolio  Portfolio
 - Aetna Legacy Variable Portfolio      - Janus Aspen Growth Portfolio
 - Alger American Growth Portfolio      - Janus Aspen Short-Term Bond
 - Alger American Small Cap Portfolio   Portfolio
 - Calvert Responsibly Invested         - Janus Aspen Worldwide Growth
 Balanced Portfolio                     Portfolio
 - Fidelity VIP II Contrafund           - Lexington Natural Resources Trust
 Portfolio                              - Neuberger & Berman Growth Portfolio
 - Fidelity VIP Equity-Income           - Scudder International Portfolio
 Portfolio                              Class A Shares
                                        - TCI Growth (a Twentieth Century
                                        fund)
 
The  Credited Interest  Options currently available  under the  Contract are the
Guaranteed Accumulation Account, the Fixed  Account and the Fixed Plus  Account.
Except  as specifically  mentioned, this  Prospectus describes  only investments
through the  Separate Account.  A  brief description  of  each of  the  Credited
Interest  Options  is contained  in  Appendices to  this  Prospectus. Additional
information concerning the  Guaranteed Accumulation  Account is  contained in  a
separate prospectus.
    
 
The  availability of the Funds  and the Credited Interest  Options is subject to
applicable regulatory authorization. Not all Funds or Credited Interest  Options
may  be available in  all jurisdictions, under  all Contracts, or  in all Plans.
Please  check  with  your  employer  to  determine  option  availability.   (See
"Investment Options.")
 
   
This  Prospectus provides investors  with the information  that they should know
about  the  Separate  Account  before  investing  in  the  Contract.  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 16 of this Prospectus.  An
SAI  may be obtained by indicating the request  on the enrollment form or on the
prospectus receipt contained in this Prospectus, or by calling the number listed
under the "Inquiries" section of the Prospectus Summary.
    
 
THIS PROSPECTUS IS VALID  ONLY WHEN ACCOMPANIED BY  THE CURRENT PROSPECTUSES  OF
THE  FUNDS AND GUARANTEED ACCUMULATION ACCOUNT.  ALL PROSPECTUSES SHOULD BE READ
AND RETAINED FOR FUTURE REFERENCE.
 
THE SECURITIES OFFERED BY THIS PROSPECTUS HAVE NOT BEEN APPROVED OR  DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS  THE SECURITIES AND  EXCHANGE COMMISSION OR  ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY  OF THIS PROSPECTUS. ANY REPRESENTATION  TO
THE CONTRARY IS A CRIMINAL OFFENSE.
 
   
  THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL INFORMATION ARE DATED MAY 1,
                                      1996
    
<PAGE>
                               TABLE OF CONTENTS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
   
<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 Options........................................................                   4
PURCHASE.............................................................................                   4
    Contract Availability............................................................                   4
    Contract Purchase................................................................                   4
    Purchase Payments................................................................                   4
    Right to Cancel..................................................................                   5
    Transfer Credits.................................................................                   5
CHARGES AND DEDUCTIONS...............................................................                   5
    Daily Deductions from the Separate Account.......................................                   5
    Deferred Sales Charge............................................................                   6
    Fund Expenses....................................................................                   7
    Premium and Other Taxes..........................................................                   7
CONTRACT VALUATION...................................................................                   7
    Account Value....................................................................                   7
    Accumulation Units...............................................................                   7
    Net Investment Factor............................................................                   7
TRANSFERS............................................................................                   8
    Dollar Cost Averaging Program....................................................                   8
WITHDRAWALS..........................................................................                   8
ADDITIONAL WITHDRAWAL OPTIONS........................................................                   9
DEATH BENEFIT DURING ACCUMULATION PERIOD.............................................                   9
ANNUITY PERIOD.......................................................................                  10
    Annuity Period Elections.........................................................                  10
    Annuity Options..................................................................                  10
    Annuity Payments.................................................................                  11
    Charges Deducted During the Annuity Period.......................................                  11
    Death Benefit Payable During the Annuity Period..................................                  11
TAX STATUS...........................................................................                  12
    Introduction.....................................................................                  12
    Taxation of the Company..........................................................                  12
    Tax Status of the Contract.......................................................                  12
    Contracts Used With Certain Retirement Plans.....................................                  13
    Section 457 Plans................................................................                  13
    Plans of Non-Section 457 Tax-Exempt Organizations and Taxable Organizations......                  14
MISCELLANEOUS........................................................................                  15
    Voting Rights....................................................................                  15
    Modification of the Contract.....................................................                  15
    Distribution.....................................................................                  15
    Performance Reporting............................................................                  15
    Transfer of Ownership; Assignment................................................                  16
    Delay or Suspension of Payments..................................................                  16
    Legal Matters and Proceedings....................................................                  16
</TABLE>
    
<PAGE>
   
<TABLE>
<S>                                                                                    <C>
CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION..................................                  16
APPENDIX I--GUARANTEED ACCUMULATION ACCOUNT..........................................                  17
APPENDIX II--FIXED ACCOUNT...........................................................                  18
APPENDIX III--FIXED PLUS ACCOUNT.....................................................                  19
</TABLE>
    
 
NO  PERSON  IS AUTHORIZED  BY THE  COMPANY TO  GIVE INFORMATION  OR TO  MAKE ANY
REPRESENTATIONS, OTHER THAN  THOSE CONTAINED IN  THIS PROSPECTUS, IN  CONNECTION
WITH  THE  OFFERS  CONTAINED  IN  THIS  PROSPECTUS.  THIS  PROSPECTUS  DOES  NOT
CONSTITUTE AN  OFFERING IN  ANY  JURISDICTION IN  WHICH  SUCH OFFERING  MAY  NOT
LAWFULLY BE MADE.
<PAGE>
                                  DEFINITIONS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
As used in this Prospectus, the following terms have the meanings shown:
 
ACCOUNT:  A record established for each Participant, as directed by the Contract
Holder, to identify contract values during the Accumulation Period.
 
ACCOUNT YEAR: A  period of  twelve months  measured from  the date  on which  an
Account  is  established (the  effective date)  or from  an anniversary  of such
effective date.
 
ACCOUNT VALUE: The total dollar  value of amounts held in  an Account as of  any
Valuation Date during the Accumulation Period.
 
   
ACCUMULATION  PERIOD: The period during which Purchase Payment(s) credited to an
Account are invested to fund future Annuity Payments.
    
 
   
ACCUMULATION UNIT: A  measure of  the value  of each  Subaccount before  Annuity
Payments begin.
    
 
AGGREGATE  PURCHASE PAYMENT(S): The sum of  all Purchase Payment(s) made under a
Contract.
 
   
ANNUITANT: The person on whose life or life expectancy the Annuity Payments  are
based.
    
 
ANNUITY:  A series of payments for life,  for a definite period or a combination
of the two.
 
   
ANNUITY PERIOD: The period during which Annuity Payments are made.
    
 
ANNUITY UNIT: A  measure of  the value of  each Subaccount  selected during  the
Annuity Period.
 
   
BENEFICIARY: The Contract Holder is the Contract Beneficiary.
    
 
CODE: The Internal Revenue Code of 1986, as amended.
 
COMPANY (WE, US): Aetna Life Insurance and Annuity Company.
 
   
CONTRACTS:  The  group deferred,  variable annuity  contracts described  in this
Prospectus.
    
 
CONTRACT BENEFICIARY: The Contract Holder is the Contract Beneficiary.
 
CONTRACT HOLDER:  The entity  to which  the Contract  is issued  (generally  the
employer). The Contract Holder has all right, title and interest in amounts held
under the Contract.
 
   
CREDITED  INTEREST OPTIONS: The  fixed interest options  under the Contract. The
Credited Interest  Options  currently  consist of  the  Guaranteed  Accumulation
Account,  the  Fixed  Account and  the  Fixed  Plus Account,  each  of  which is
described in an Appendix to this  Prospectus. Amounts allocated to the  Credited
Interest Options are included in the Account Value.
    
 
FUND(S): An open-end management investment company whose shares are purchased by
the Separate Account to fund the benefits provided by the Contracts.
 
HOME OFFICE: The Company's principal executive offices located at 151 Farmington
Avenue, Hartford, Connecticut 06156.
 
NON-SECTION   457  PLAN(S):   Employer-sponsored  deferred   compensation  plans
sponsored by tax-exempt organizations for deferrals not subject to Code  Section
457  and  by  taxable  organizations  for  their  employees  and/or  independent
contractors.
 
PARTICIPANT (YOU): A person  participating in a Plan  maintained by an  eligible
organization.  Participants have no  rights to the  assets accumulated under the
Plan.
 
- --------------------------------------------------------------------------------
                                DEFINITIONS - 1
<PAGE>
   
PLAN(S): Employer-sponsored deferred compensation plans sponsored by  tax-exempt
organizations  and/or taxable  organizations for their  employees or independent
contractors (or both).
    
 
   
PLAN ACCOUNT: The record established for  a Contract Holder of the net  Purchase
Payments accumulated under a Contract where Accounts are not maintained.
    
 
PURCHASE PAYMENT(S): The gross payment(s) made to the Company under a Contract.
 
PURCHASE  PAYMENT PERIOD: For "Installment Purchase Payment Accounts" the period
of time for completion of the agreed  upon annual number and amount of  Purchase
Payments. For example, if it is determined that the Purchase Payment Period will
consist  of 12  payments per year  and only  11 payments are  made, the Purchase
Payment Period is not completed until the twelfth Purchase Payment is made.
 
SECTION 457 PLAN(S): Employer-sponsored deferred compensation plans sponsored by
tax-exempt organizations for deferrals that are subject to Code Section 457  for
their employees and/or independent contractors.
 
SEPARATE  ACCOUNT: Variable Annuity Account B, a separate account established by
the Company for the purpose of funding variable annuity contracts issued by  the
Company.
 
   
SUBACCOUNT(S):  The  portion  of the  assets  of  the Separate  Account  that is
allocated to a particular  Fund. Each Subaccount invests  in the shares of  only
one corresponding Fund.
    
 
   
VALUATION  DATE:  The  date and  time  at which  the  value of  a  Subaccount is
calculated. Currently, this calculation occurs at  the close of business of  the
New  York Stock Exchange on any normal business day, Monday through Friday, that
the New York Stock Exchange is open.
    
 
- --------------------------------------------------------------------------------
                                DEFINITIONS - 2
<PAGE>
                               PROSPECTUS SUMMARY
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
CONTRACTS OFFERED
 
    The Contracts offered in this Prospectus are group deferred variable annuity
contracts  issued by Aetna  Life Insurance and  Annuity Company (the "Company").
The purpose of the Contract is to accumulate values and to provide benefits upon
retirement to Participants under:
 
    (1) Employer-sponsored deferred compensation  plans sponsored by  tax-exempt
        organizations  for  deferrals not  subject to  Code  Section 457  and by
        taxable organizations for their employees and/or independent contractors
        ("Non-Section 457 Plans"), and
 
    (2) Employer-sponsored deferred compensation  plans sponsored by  tax-exempt
        organizations  for deferrals  that are subject  to Code  Section 457 for
        their employees and/or independent contractors ("Section 457 Plans").
 
CONTRACT PURCHASE
 
    The Contract may be purchased by eligible organizations on behalf of a group
made up  of  their  employees  and/or independent  contractors.  An  Account  is
established  for eligible employees  by completing the  enrollment form (and any
other required forms) and submitting them to the Company. Purchase Payments  can
be   applied  to  the  Contract  either  through  a  lump-sum  transfer  from  a
pre-existing  plan   or  through   periodic   salary  reductions   or   employer
contributions. (See "Purchase.")
 
FREE LOOK PERIOD
 
    Contract  Holders have  the right  to cancel  their Contract  within 10 days
after receiving it (or as otherwise allowed by state law) by returning it to  us
along  with  a  written  notice  of  cancellation.  Unless  state  law  requires
otherwise, the  amount  received  upon cancellation  under  this  provision  may
reflect  the investment  performance of the  Purchase Payments  deposited in the
Separate Account while  invested. In certain  cases, this may  be less than  the
amount of the Purchase Payments. (See "Purchase--Right to Cancel.")
 
INVESTMENT OPTIONS
 
    The  Company has established  Variable Annuity Account  B, a registered unit
investment trust,  for  the purpose  of  funding  the variable  portion  of  the
Contracts.  The  Separate  Account  is  divided  into  subaccounts  which invest
directly in shares of the Funds described herein. The Contract allows investment
in any or all of  the Subaccounts, as well as  in the Credited Interest  Options
described below. For a complete list of the Funds available under the Contracts,
and  a description of the  investment objectives of each  of the Funds and their
investment advisers, see "Investment Options-- The Funds" in this Prospectus, as
well as the prospectuses for each of the Funds.
 
    The Contract  also provides  for investment  in Credited  Interest  Options,
which  earn  fixed rates  of  interest. The  fixed  options available  under the
Contract are the Guaranteed Accumulation Account ("GAA"), the Fixed Account, and
the Fixed Plus Account. (See the Appendices to this Prospectus.)
 
CHARGES AND DEDUCTIONS
 
   
    Certain charges are associated with  these Contracts. These charges  include
daily  deductions  from the  Separate Account  (the  mortality and  expense risk
charge and an administrative charge) and premium and other taxes. The Funds also
incur certain fees and  expenses which are deducted  directly from the Funds.  A
deferred sales charge may apply upon a full or partial withdrawal of the Account
Value. (See the Fee Table and "Charges and Deductions.")
    
 
TRANSFERS
 
   
    Prior  to  the Annuity  Date, and  subject  to certain  limitations, Account
Values may  be  transferred among  the  Subaccounts and  the  Credited  Interest
Options without charge. Transfers can be requested in writing or by telephone in
accordance  with the  Company's transfer procedures.  (See the  Appendices for a
full description  of the  restrictions  applicable to  transfers made  from  the
Credited Interest Options.) (See "Transfers.")
    
 
- --------------------------------------------------------------------------------
                                  SUMMARY - 1
<PAGE>
WITHDRAWALS
 
    The Contract Holder may withdraw all or a part of the Account Value prior to
the  Annuity Date by properly  completing a disbursement form  and sending it to
the Company.  Limitations apply  to  withdrawals from  the Fixed  Plus  Account.
Certain  charges may  be assessed upon  withdrawal. The withdrawals  may also be
subject to income tax. (See "Withdrawals.")
 
    The Contract also  offers certain Additional  Withdrawal Options during  the
Accumulation  Period to persons meeting  certain criteria. Additional Withdrawal
Options are  not available  in  all states  and may  not  be suitable  in  every
situation. (See "Additional Withdrawal Options.")
 
DEATH BENEFIT
 
    The  Contract  provides that  a  Death Benefit  is  payable to  the Contract
Beneficiary upon  the death  of the  Participant before  the Annuity  Date.  The
Contract  Holder may direct that  we make such payment  to the Plan Beneficiary.
The amount of the Death  Benefit will be equal to  the Account Value. Until  the
election  of a method of  payment, the Account Value  will remain invested under
the Contract. The Contract Holder on behalf  of a Plan Beneficiary may elect  to
receive the proceeds in a lump sum or under any of the payment options available
under the Contract. However, the Code requires that distributions begin within a
certain time period. (See "Death Benefit During Accumulation Period.")
 
    After Annuity Payments have commenced, a death benefit may be payable to the
Contract  Beneficiary depending upon  the terms of the  Contract and the Annuity
Option selected. (See "Annuity Period--Death Benefit Payable During the  Annuity
Period.")
 
THE ANNUITY PERIOD
 
    On the Annuity Date, the Contract Holder, on your behalf, may elect to begin
receiving  Annuity Payments on either a  fixed, variable or combination of fixed
and variable basis.  If a variable  payout is selected,  the payments will  vary
with  the  investment performance  of  the Subaccount(s)  selected.  The Company
reserves the right  to limit  the number of  Subaccounts that  may be  available
during the Annuity Period. (See "Annuity Period.")
 
TAXES
 
    Contributions  and  earnings  are not  generally  taxed until  paid  or made
available under the employer's Plan. Withholding  for income tax may be  imposed
on certain withdrawals. (See "Tax Status.")
 
INQUIRIES
 
    Questions,  inquiries or requests for additional information can be directed
to your  agent  or local  representative,  or you  may  contact the  Company  as
follows:
 
<TABLE>
 <S>                                         <C>
 -  Write to:                                Aetna Life Insurance and Annuity Company
                                             151 Farmington Avenue
                                             Hartford, Connecticut 06156-1277
                                             Attention: Customer Service
 
 -  Call Customer Service:                   1-800-525-4225 (for automated transfers or changes
                                             in the allocation of Account Values, call:
                                             1-800-262-3862)
</TABLE>
 
- --------------------------------------------------------------------------------
                                  SUMMARY - 2
<PAGE>
                                   FEE TABLE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
This  Fee Table describes  the various charges and  expenses associated with the
Contract during the Accumulation Period. For amounts deducted during the Annuity
Period, see "Charges  Deducted During the  Annuity Period". No  sales charge  is
paid  when the Contract is purchased. Some  expenses may vary as explained under
"Charges and Deductions." The  charges and expenses shown  below do not  include
premium  taxes that may  be applicable. For  more information regarding expenses
paid out of assets of a particular Fund, see the Fund's prospectus.
 
DIRECT CHARGES. These charges  are deducted daily from  the Account Value.  They
include:
 
     DEFERRED  SALES  CHARGE.  The  deferred  sales  charge  is  deducted  as  a
     percentage of  the amount  withdrawn.  The total  amount deducted  for  the
     deferred  sales charge will not exceed  8.5% of the total Purchase Payments
     applied to  the  Account.  The  amount of  the  deferred  sales  charge  is
     calculated as follows:
<TABLE>
<CAPTION>
<S>                                       <C>
       INSTALLMENT PURCHASE PAYMENT ACCOUNTS
 
<CAPTION>
PURCHASE PAYMENT
PERIODS COMPLETED                         DEDUCTION
- ----------------------------------------  ---------
<S>                                       <C>
Less than 5                                    5%
5 or more but less than 7                      4%
7 or more but less than 9                      3%
9 or more but less than 10                     2%
more than 10                                   0%
<CAPTION>
         SINGLE PURCHASE PAYMENT ACCOUNTS
ACCOUNT YEARS
COMPLETED                                 DEDUCTION
- ----------------------------------------  ---------
<S>                                       <C>
Less than 5                                    5%
5 or more but less than 6                      4%
6 or more but less than 7                      3%
7 or more but less than 8                      2%
8 or more but less than 9                      1%
9 or more                                      0%
</TABLE>
 
   
During the Accumulation Period:
    
 
   
<TABLE>
<S>                                                                      <C>              <C>
MORTALITY AND EXPENSE RISK CHARGE.......................................................       0.75%
ADMINISTRATIVE EXPENSE CHARGE. We currently do not impose an Administrative Expense
Charge. However, we reserve the right to deduct a daily charge from the Subaccounts
equivalent on an annual basis to not more than 0.25%....................................       0.00%
                                                                                          ---------
TOTAL SEPARATE ACCOUNT ANNUAL EXPENSES..................................................       0.75%
                                                                                          ---------
                                                                                          ---------
</TABLE>
    
 
   
During the Annuity Period:
    
 
   
<TABLE>
<S>                                                                      <C>              <C>
MORTALITY AND EXPENSE RISK CHARGE.......................................................       1.25%
ADMINISTRATIVE EXPENSE CHARGE. We currently do not impose an Administrative Expense
Charge. However, we reserve the right to deduct a daily charge from the Subaccounts
equivalent on an annual basis to not more than 0.25%....................................       0.00%
                                                                                          ---------
 
TOTAL SEPARATE ACCOUNT ANNUAL EXPENSES..................................................       1.25%
                                                                                          ---------
                                                                                          ---------
</TABLE>
    
 
   
- --------------------------------------------------------------------------------
    
                                 FEE TABLE - 1
<PAGE>
ANNUAL EXPENSES OF THE FUNDS
 
   
The  following table illustrates the advisory fees and other expenses applicable
to the Funds. Except as noted, the following figures are a percentage of average
net assets and, except where otherwise  indicated, are based on figures for  the
year  ended December 31, 1995. A Fund's "Other Expenses" include operating costs
of the Fund. These expenses are reflected in the Fund's net asset value and  are
not deducted from the Account Value under the Contract.
    
 
   
<TABLE>
<CAPTION>
                                           INVESTMENT
                                            ADVISORY
                                            FEES(1)       OTHER EXPENSES   TOTAL FUND
                                         (AFTER EXPENSE   (AFTER EXPENSE     ANNUAL
                                         REIMBURSEMENT)   REIMBURSEMENT)    EXPENSES
                                         --------------   --------------   -----------
 <S>                                     <C>              <C>              <C>
 Aetna Variable Fund(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%
 Calvert Responsibly Invested Balanced
  Portfolio(3)                                0.70%            0.13%          0.83%
 Fidelity VIP II Contrafund
  Portfolio(4)                                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(5)                                0.75%            0.11%          0.86%
 Janus Aspen Balanced Portfolio(5)            0.82%            0.55%          1.37%
 Janus Aspen Flexible Income Portfolio        0.65%            0.42%          1.07%
 Janus Aspen Growth Portfolio(5)              0.65%            0.13%          0.78%
 Janus Aspen Short-Term Bond
  Portfolio(5)                                0.00%            0.70%          0.70%
 Janus Aspen Worldwide Growth
  Portfolio(5)                                0.68%            0.22%          0.90%
 Lexington Natural Resources Trust            1.00%            0.47%          1.47%
 Neuberger & Berman Growth Portfolio(6)       0.84%            0.10%          0.94%
 Scudder International Portfolio Class
  A Shares                                    0.88%            0.20%          1.08%
 TCI Growth(7)                                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)The  Management and  Advisory Fees are  subject to  a performance adjustment,
   after July 1, 1996, which could  cause the fee to be  as high as 0.85% or  as
   low  as 0.55%, depending on performance. "Other Expenses" reflect an indirect
   fee of  0.02%. Net  fund operating  expenses after  reduction for  fees  paid
   indirectly would be 0.81%.
    
   
(4) A  portion of the brokerage commission the  Fund paid was used to reduce its
    expenses. Without this reduction, total  operating expenses would have  been
    0.73% for the Contrafund Portfolio.
    
   
(5) 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. The  expense
    figures  shown  are  net  of  certain  expense  waivers  from  Janus Capital
    Corporation. Without  such  waivers,  the Investment  Advisory  Fees,  Other
    Expenses  and Total Fund  Annual Expenses for the  Portfolios for the fiscal
    year ended  December 31,  1995  would have  been:  0.82%, 0.11%  and  0.93%,
    respectively,  for Janus Aspen Aggressive Growth Portfolio; 1.00%, 0.55% and
    1.55%, respectively, for  Janus Aspen Balanced  Portfolio; 0.85%, 0.13%  and
    0.98%,  respectively,  for Janus  Aspen Growth  Portfolio; 0.65%,  0.72% and
    1.37%, respectively, for Janus Aspen  Short-Term Bond Portfolio; and  0.87%,
    0.22%  and 1.09%, respectively, for  Janus Aspen Worldwide Growth Portfolio.
    Janus Capital may modify or terminate the waivers or reductions at any  time
    upon 90 days' notice to the Portfolio's Board of Trustees.
    
   
(6)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
    
 
- --------------------------------------------------------------------------------
                                 FEE TABLE - 2
<PAGE>
   
   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.)
    
   
(7)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.
    
 
   
<TABLE>
<CAPTION>
                                                         EXAMPLE A                               EXAMPLE B
                                           -------------------------------------   -------------------------------------
                                           IF YOU WITHDRAW  YOUR ENTIRE  ACCOUNT   IF  YOU DO NOT  WITHDRAW YOUR ACCOUNT
                                           VALUE  AT  THE  END  OF  THE  PERIODS   VALUE, OR IF YOU ANNUITIZE AT THE END
                                           SHOWN,  YOU  WOULD PAY  THE FOLLOWING   OF THE PERIODS  SHOWN, YOU WOULD  PAY
                                           EXPENSES,  INCLUDING  ANY  APPLICABLE   THE FOLLOWING  EXPENSES (NO  DEFERRED
                                           DEFERRED SALES CHARGE:                  SALES CHARGE IS REFLECTED):*
                                           1 YEAR   3 YEARS   5 YEARS   10 YEARS   1 YEAR   3 YEARS   5 YEARS   10 YEARS
                                           ------   -------   -------   --------   ------   -------   -------   --------
 <S>                                       <C>      <C>       <C>       <C>        <C>      <C>       <C>       <C>
 Aetna Variable Fund                         $63      $ 90      $119      $129       $11      $34       $ 58      $129
 Aetna Income Shares                         $63      $ 90      $120      $132       $11      $34       $ 60      $132
 Aetna Variable Encore Fund                  $63      $ 91      $121      $134       $11      $35       $ 61      $134
 Aetna Investment Advisers Fund, Inc.        $63      $ 90      $120      $132       $11      $34       $ 60      $132
 Aetna Ascent Variable Portfolio             $66      $100      $136      $168       $14      $44       $ 77      $168
 Aetna Crossroads Variable Portfolio         $66      $100      $136      $168       $14      $44       $ 77      $168
 Aetna Legacy Variable Portfolio             $66      $100      $136      $168       $14      $44       $ 77      $168
 Alger American Growth Portfolio             $68      $106      $146      $190       $16      $51       $ 87      $190
 Alger American Small Cap Portfolio          $69      $108      $150      $198       $17      $53       $ 91      $198
 Calvert Responsibly Invested Balanced
  Portfolio                                  $68      $105      $145      $188       $16      $50       $ 86      $188
 Fidelity VIP II Contrafund Portfolio        $66      $101      $139      $176       $15      $46       $ 80      $176
 Fidelity VIP Equity-Income Portfolio        $65      $ 98      $133      $164       $14      $42       $ 73      $164
 Fidelity VIP Growth Portfolio               $66      $101      $138      $174       $15      $46       $ 79      $174
 Fidelity VIP Overseas Portfolio             $69      $108      $149      $197       $17      $52       $ 90      $197
 Janus Aspen Aggressive Growth Portfolio     $68      $106      $147      $191       $16      $51       $ 88      $191
 Janus Aspen Balanced Portfolio              $73      $121      $172      $245       $22      $66       $114      $245
 Janus Aspen Flexible Income Portfolio       $70      $112      $157      $214       $18      $57       $ 99      $214
 Janus Aspen Growth Portfolio                $67      $104      $143      $182       $16      $48       $ 83      $182
 Janus Aspen Short-Term Bond Portfolio       $67      $101      $139      $174       $15      $46       $ 79      $174
 Janus Aspen Worldwide Growth Portfolio      $68      $107      $149      $195       $17      $52       $ 90      $195
 Lexington Natural Resources Trust           $74      $124      $176      $255       $23      $69       $119      $255
 Neuberger & Berman Growth Portfolio         $69      $108      $151      $200       $17      $53       $ 92      $200
 Scudder International Portfolio Class A
  Shares                                     $70      $112      $157      $215       $19      $58       $ 99      $215
 TCI Growth                                  $69      $110      $154      $206       $18      $55       $ 95      $206
</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. THE ACCUMULATION UNIT VALUES AND THE PERCENTAGE CHANGE IN THE VALUE
OF AN ACCUMULATION UNIT REFLECT A MORTALITY AND EXPENSE RISK CHARGE OF 1.25% FOR
THE PERIODS  SHOWN. AS  OF FEBRUARY  23, 1996,  THE MORTALITY  AND EXPENSE  RISK
CHARGE  WAS REDUCED TO 0.75% DURING THE ACCUMULATION PERIOD. IT WILL INCREASE TO
1.25% DURING THE ANNUITY PERIOD.
    
   
<TABLE>
<CAPTION>
                                    1995            1994            1993         1992         1991
                                -------------   -------------   ------------   ---------   -----------
 
<S>                             <C>             <C>             <C>            <C>         <C>
AETNA VARIABLE FUND
Value at beginning of period       $10.698         $10.940        $10.378      $84.249       $67.496
Value at end of period             $13.972         $10.698        $10.940      $10.378(2)    $84.249
Increase (decrease) in value
 of accumulation unit(1)             30.61%          (2.21)%         5.41%            (2)      24.82%
Number of accumulation units
 outstanding at end of period   30,554,957      11,117,383        879,670        3,107       908,777
 
AETNA INCOME SHARES
Value at beginning of period       $10.457         $11.006        $10.160      $37.815       $32.066
Value at end of period             $12.212         $10.457        $11.006      $10.160(3)    $37.815
Increase (decrease) in value
 of accumulation unit(1)             16.78%          (4.99)%         8.33%            (3)      17.93%
Number of accumulation units
 outstanding at end of period    4,853,662       1,988,960        166,913        4,196       427,893
 
AETNA VARIABLE ENCORE FUND
Value at beginning of period       $10.509         $10.223        $10.031      $34.122       $32.431
Value at end of period             $11.007         $10.509        $10.223      $10.031(4)    $34.122
Increase (decrease) in value
 of accumulation unit(1)              4.75%           2.79%          1.91%            (4)       5.21%
Number of accumulation units
 outstanding at end of period    4,354,272       1,822,449         90,782        2,808       548,425
 
AETNA INVESTMENT ADVISERS
 FUND, INC.
Value at beginning of period       $10.971         $11.164        $10.286      $12.717       $10.882
Value at end of period             $13.803         $10.971        $11.164      $10.286(6)    $12.717
Increase (decrease) in value
 of accumulation unit(1)             25.81%          (1.73)%         8.54%            (6)      16.86%
Number of accumulation units
 outstanding at end of period    6,430,772       3,541,703        318,711        6,537     1,324,822
 
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>
                                  1990       1989       1988         1987           1986
                                --------   --------   --------   ------------   ------------
<S>                             <C>        <C>        <C>        <C>            <C>
AETNA VARIABLE FUND
Value at beginning of period    $66.174    $51.900    $45.839      $43.994        $37.445
Value at end of period          $67.496    $66.174    $51.900      $45.839        $43,994
Increase (decrease) in value
 of accumulation unit(1)          2.00%     27.50%     13.22%         4.19%         17.49%
Number of accumulation units
 outstanding at end of period   810,126    831,547    887,039    1,020,744      1,273,920
AETNA INCOME SHARES
Value at beginning of period    $29.752    $26.291    $24.734      $23.888        $21.203
Value at end of period          $32.066    $29,752    $26.291      $24.734        $23.888
Increase (decrease) in value
 of accumulation unit(1)          7.78%     13.16%      6.29%         3.54%         12.66%
Number of accumulation units
 outstanding at end of period   358,454    366,176    383,856      377,078        565,148
AETNA VARIABLE ENCORE FUND
Value at beginning of period    $30.285    $28.029    $26.401      $25.028        $23.660
Value at end of period          $32.431    $30.285    $28.029      $26.401        $25.028
Increase (decrease) in value
 of accumulation unit(1)          7.09%      8.05%      6.17%         5.49%          5.78%
Number of accumulation units
 outstanding at end of period   722,438    653,619    720,726      898,557        881,853
AETNA INVESTMENT ADVISERS
 FUND, INC.
Value at beginning of period    $10.423    $10.000(5)
Value at end of period          $10.882    $10.423
Increase (decrease) in value
 of accumulation unit(1)          4.40%      4.23%
Number of accumulation units
 outstanding at end of period   984,798    639,219
AETNA ASCENT VARIABLE PORTFOLI
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 PORT
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 PORTFOLI
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
                                                                                 -------------   --------------   -------------
<S>                                                                              <C>             <C>              <C>
ALGER AMERICAN GROWTH PORTFOLIO
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
 
CALVERT RESPONSIBLY INVESTED BALANCED PORTFOLIO*
Value at beginning of period                                                        $10.518         $11.010         $10.296
Value at end of period                                                              $13.480         $10.518         $11.010
Increase (decrease) in value of accumulation unit(1)                                  28.17%          (4.47)%          6.93%
Number of accumulation units outstanding at end of period                            25,730             752           1,383
 
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
 
<CAPTION>
                                                                                    1992
                                                                                 -----------
<S>                                                                              <C>
ALGER AMERICAN GROWTH PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation unit(1)
Number of accumulation units outstanding at end of period
ALGER AMERICAN SMALL CAP PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation unit(1)
Number of accumulation units outstanding at end of period
CALVERT RESPONSIBLY INVESTED BALANCED PORTFOLIO*
Value at beginning of period                                                     $10.000(10)
Value at end of period                                                           $10.296
Increase (decrease) in value of accumulation unit(1)                                2.96%
Number of accumulation units outstanding at end of period                             82
FIDELITY VIP II CONTRAFUND 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
FIDELITY VIP EQUITY-INCOME 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
FIDELITY VIP GROWTH PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation unit(1)
Number of accumulation units outstanding at end of period
FIDELITY VIP OVERSEAS PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation unit(1)
Number of accumulation units outstanding at end of period
JANUS ASPEN AGGRESSIVE GROWTH PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation unit(1)
Number of accumulation units outstanding at end period
JANUS ASPEN BALANCED PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation unit(1)
Number of accumulation units outstanding at end period
JANUS ASPEN FLEXIBLE INCOME PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation unit(1)
Number of accumulation units outstanding at end of period
JANUS ASPEN GROWTH PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation unit(1)
Number of accumulation units outstanding at end period
JANUS ASPEN SHORT-TERM BOND PORTFOLIO
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation unit(1)
Number of accumulation units outstanding at end period
</TABLE>
    
 
- --------------------------------------------------------------------------------
                                AUV HISTORY - 2
<PAGE>
   
                  CONDENSED FINANCIAL INFORMATION (CONTINUED)
    
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
   
<TABLE>
<CAPTION>
                                                                                     1995             1994            1993
                                                                                 -------------   --------------   -------------
JANUS ASPEN WORLDWIDE GROWTH PORTFOLIO
<S>                                                                              <C>             <C>              <C>
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
 
LEXINGTON NATURAL RESOURCES TRUST
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
Value at end of period                                                              $15.871         $12.199         $12.990
Increase (decrease) in value of accumulation unit(1)                                  30.10%          (6.09)%         28.32%
Number of accumulation units outstanding at end of period                           526,542         228,370          71,556
 
SCUDDER INTERNATIONAL PORTFOLIO CLASS A SHARES
Value at beginning of period                                                        $13.372         $13.654         $10.051
Value at end of period                                                              $14.674         $13.372         $13.654
Increase (decrease) in value of accumulation unit(1)                                   9.74%          (2.07)%         35.85%
Number of accumulation units outstanding at end of period                           720,017         652,630         144,303
 
TCI GROWTH
Value at beginning of period                                                        $10.883         $11.159         $10.232
Value at end of period                                                              $14.091         $10.883         $11.159
Increase (decrease) in value of accumulation unit(1)                                  29.47%          (2.48)%          9.06%
Number of accumulation units outstanding at end of period                         2,735,782       1,123,366         261,107
 
<CAPTION>
                                                                                    1992
                                                                                 -----------
JANUS ASPEN WORLDWIDE GROWTH PORTFOLIO
<S>                                                                              <C>
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation unit(1)
Number of accumulation units outstanding at end period
LEXINGTON NATURAL RESOURCES TRUST
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
NEUBERGER & BERMAN GROWTH PORTFOLIO
Value at beginning of period                                                     $10.000(10)
Value at end of period                                                           $10.123
Increase (decrease) in value of accumulation unit(1)                                1.23%
Number of accumulation units outstanding at end of period                          2,275
SCUDDER INTERNATIONAL PORTFOLIO CLASS A SHARES
Value at beginning of period                                                     $10.000(10)
Value at end of period                                                           $10.051
Increase (decrease) in value of accumulation unit(1)                                0.51%
Number of accumulation units outstanding at end of period                            324
TCI GROWTH
Value at beginning of period                                                     $10.000(13)
Value at end of period                                                           $10.232
Increase (decrease) in value of accumulation unit(1)                                2.32%
Number of accumulation units outstanding at end of period                          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) 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) 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.
    
 
   
 * Formerly Calvert Socially Responsible Series
    
 
- --------------------------------------------------------------------------------
                                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 (the  "1940  Act"), and  meets  the
definition  of "separate  account" under  federal securities  laws. The Separate
Account is divided into  "subaccounts" which do not  invest directly in  stocks,
bonds  or other investments. Instead, each Subaccount buys and sells shares of a
corresponding Fund.
    
 
    Although the Company holds title to the assets of the Separate Account, such
assets are not  chargeable with liabilities  arising out of  any other  business
conducted  by the Company. Income,  gains or losses of  the Separate Account are
credited to or charged against the assets of the Separate Account without regard
to other income, gains, or losses of the Company. All obligations arising  under
the Contracts are general corporate obligations of the Company.
 
                               INVESTMENT OPTIONS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
THE FUNDS
 
   
    The Contract Holder (or you, if allowed by the Contract Holder) may allocate
Purchase  Payments  to one  or  more of  the  Subaccounts as  designated  on the
enrollment form. In turn, the Subaccounts  invest in the corresponding Funds  at
net asset value.
    
 
    The  Contract Holder may decide to offer only a select number of Funds under
its Plan,  or it  may decide  to substitute  shares of  one Fund  for shares  of
another   Fund  currently  held  by  the  Separate  Account.  In  addition,  the
availability of Funds may be subject  to regulatory authorization. Funds may  be
added or withdrawn by the Company as permitted by applicable law. Therefore, not
all  Funds may be available in all jurisdictions, under all Contracts, or in all
Plans.
 
    The investment results  of the Funds  described below are  likely to  differ
significantly and there is no assurance that any of the Funds will achieve their
respective investment objectives. Except where otherwise noted, all of the Funds
are diversified, as defined in the 1940 Act.
 
- -AETNA  VARIABLE FUND  seeks to maximize  total return through  investments in a
 diversified portfolio of common stocks  and securities convertible into  common
 stock.(1)
 
- -AETNA  INCOME SHARES seeks to maximize total return, consistent with reasonable
 risk, through investments  in a diversified  portfolio consisting primarily  of
 debt securities.(1)
 
- -AETNA  VARIABLE ENCORE  FUND seeks to  provide high  current return, consistent
 with preservation of capital and liquidity, through investment in high  quality
 "money  market" instruments. An  investment in the Fund  is neither insured nor
 guaranteed by the U.S. Government.
 
- --------------------------------------------------------------------------------
                                       1
<PAGE>
- -AETNA INVESTMENT ADVISERS FUND, INC. is a managed fund which seeks to  maximize
 investment  return consistent with reasonable  safety of principal by investing
 in one  or  more  of  the  following asset  classes:  stocks,  bonds  and  cash
 equivalents,  based on the Company's judgment of  which of those sectors or mix
 thereof offers the best investment prospects.(1)
 
- -AETNA GENERATION  PORTFOLIOS INC.--AETNA  ASCENT  VARIABLE PORTFOLIO  seeks  to
 provide  capital appreciation by allocating  its investments among equities and
 fixed income securities. The Portfolio  is managed for investors who  generally
 have  an investment horizon  exceeding 15 years,  and who have  a high level of
 risk tolerance.(1)
 
- -AETNA GENERATION PORTFOLIOS, INC.--AETNA CROSSROADS VARIABLE PORTFOLIO seeks to
 provide total return (i.e., income and capital appreciation, both realized  and
 unrealized)  by  allocating its  investments  among equities  and  fixed income
 securities. The  Portfolio  is managed  for  investors who  generally  have  an
 investment  horizon exceeding 10  years and who  have a moderate  level of risk
 tolerance.(1)
 
- -AETNA GENERATION  PORTFOLIOS, INC.--AETNA  LEGACY VARIABLE  PORTFOLIO seeks  to
 provide  total return consistent with preservation of capital by allocating its
 investments among  equities  and  fixed income  securities.  The  Portfolio  is
 managed  for investors who generally have  an investment horizon exceeding five
 years and who have a low level of risk tolerance.(1)
 
   
- -ALGER AMERICAN FUND--ALGER  AMERICAN GROWTH PORTFOLIO  seeks long-term  capital
 appreciation  by  investing in  a  diversified, actively  managed  portfolio of
 equity securities.  The Portfolio  primarily invests  in equity  securities  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)
    
 
- -CALVERT  RESPONSIBLY INVESTED BALANCED PORTFOLIO is a non-diversified portfolio
 that seeks growth  of capital  through investment  in enterprises  that make  a
 significant  contribution to  society through  their products  and services and
 through the way they do business.(3)
 
   
- -FIDELITY INVESTMENTS' VARIABLE INSURANCE PRODUCTS FUND II--CONTRAFUND PORTFOLIO
 seeks maximum total  return over the  long term by  investing mainly in  equity
 securities of companies that are undervalued or out-of-favor.(4)
    
 
- -FIDELITY INVESTMENTS' VARIABLE INSURANCE PRODUCTS FUND--EQUITY-INCOME PORTFOLIO
 seeks  reasonable  income  by investing  primarily  in  income-producing equity
 securities. In selecting investments, the Fund also considers the potential for
 capital appreciation.(4)
 
- -FIDELITY INVESTMENTS' VARIABLE INSURANCE PRODUCTS FUND--GROWTH PORTFOLIO  seeks
 capital  appreciation  by  investing  mainly  in  common  stocks,  although its
 investments are not restricted to any one type of security.(4)
 
- -FIDELITY INVESTMENTS'  VARIABLE  INSURANCE  PRODUCTS  FUND--OVERSEAS  PORTFOLIO
 seeks  long-term growth by investing mainly in foreign securities (at least 65%
 of the  Fund's  total assets  in  securities of  issuers  from at  least  three
 countries outside of North America).(4)
 
   
- -JANUS  ASPEN SERIES--AGGRESSIVE GROWTH PORTFOLIO is a non-diversified portfolio
 that seeks  long-term  growth  of  capital in  a  manner  consistent  with  the
 preservation  of  capital. The  Portfolio pursues  its investment  objective by
 normally investing at least  50% of its equity  assets in securities issued  by
 medium-sized   companies.  Medium-sized   companies  are   those  whose  market
 capitalizations fall within the range of companies in the S&P MidCap 400 Index,
 which as of 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.(5)
    
 
   
- -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.
    
 
   
- -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
    
 
- --------------------------------------------------------------------------------
                                       2
<PAGE>
   
 income producing securities and may have substantial holding of debt securities
 rated below investment grade (e.g., junk bonds).
    
 
- -JANUS ASPEN SERIES--GROWTH  PORTFOLIO seeks  long-term growth of  capital in  a
 manner  consistent with the preservation of  capital. The Portfolio pursues its
 investment objective by investing in common stocks of companies of any size.(5)
 
   
- -JANUS ASPEN SERIES--SHORT-TERM BOND PORTFOLIO seeks as high a level of  current
 income as is consistent with preservation of capital. The Portfolio pursues its
 investment  objective by  investing primarily  in short-  and intermediate-term
 fixed income securities.(5)
    
 
- -JANUS ASPEN  SERIES--WORLDWIDE  GROWTH  PORTFOLIO  seeks  long-term  growth  of
 capital  in a  manner consistent  with preservation  of capital.  The Portfolio
 pursues its investment objective primarily through investments in common stocks
 of foreign and domestic issuers.(5)
 
- -LEXINGTON NATURAL RESOURCES  TRUST is  a non-diversified  portfolio that  seeks
 long-term  growth of capital  through investment primarily  in common stocks of
 companies which own or develop natural resources and other basic commodities or
 supply goods and services to such companies.(6)
 
   
- -NEUBERGER & BERMAN  ADVISERS MANAGEMENT TRUST--  GROWTH PORTFOLIO seek  capital
 appreciation  without  regard to  income.  The Portfolio  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.(7)
    
 
   
- -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.(8)
    
 
- -TCI  PORTFOLIOS,  INC.--TCI GROWTH  (A  TWENTIETH CENTURY  FUND)  seeks capital
 growth. The Fund seeks to achieve  its objective by investing in common  stocks
 (including securities convertible into common stocks) and other securities that
 meet  certain  fundamental and  technical standards  of  selection and,  in the
 opinion of the Fund's  investment manager, have  better than average  potential
 for appreciation.(9)
 
Investment Advisers for each of the Funds:
 (1) Aetna Life Insurance and Annuity Company
 (2) Fred Alger Management, Inc.
 (3) Calvert Asset Management Company, Inc.
 (4) Fidelity Management & Research Company
 (5) Janus Capital Corporation
 (6) Lexington Management Corporation (adviser);
  Market Systems Research Advisors, Inc. (subadviser)
   
 (7) Neuberger & Berman Management Inc. (Investment Manager); Neuberger &
     Berman, L.P. (Sub-Adviser)
    
 (8) Scudder, Stevens & Clark, Inc.
 (9) Investors Research Corporation
 
    RISKS  ASSOCIATED WITH INVESTMENT  IN THE FUNDS.  Some of the  Funds may use
instruments known as derivatives as part of their investment strategies. The use
of certain derivatives may involve  high risk of volatility  to a Fund, and  the
use  of leverage in connection  with such derivatives can  also increase risk of
losses. Some of the Funds may also invest in foreign or international securities
which involve greater risks than U.S. investments.
 
    More comprehensive information, including  a discussion of potential  risks,
is  found in the  respective Fund prospectuses  which accompany this Prospectus.
You should  read  the  Fund  prospectuses  and  consider  carefully,  and  on  a
continuing  basis, which  Fund or  combination of Funds  is best  suited to your
long-term investment objectives.
 
    CONFLICTS OF INTEREST (MIXED  AND SHARED FUNDING). Shares  of the Funds  are
sold  to  each of  the Subaccounts  for funding  the variable  annuity contracts
issued by the Company. Shares of the  Funds may also be sold to other  insurance
companies  for the same purpose. This is referred to as "shared funding." Shares
of the Funds  may also  be used for  funding variable  life insurance  contracts
issued  by  the Company  or  by third  parties. This  is  referred to  as "mixed
funding."
 
    Because the Funds  available under the  Contract are sold  to fund  variable
annuity  contracts and variable life insurance policies issued by us or by other
companies, certain conflicts of interest could arise. If a conflict of  interest
were  to occur, one of the separate  accounts might withdraw its investment in a
Fund,  which   might  force   that  Fund   to  sell   portfolio  securities   at
disadvantageous  prices, causing  its per share  value to  decrease. Each Fund's
Board 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.
 
- --------------------------------------------------------------------------------
                                       3
<PAGE>
   
CREDITED INTEREST OPTIONS
    
 
   
    Purchase  Payments may be allocated to one  or more of the Credited Interest
Options available under the  Contract, as described  below. The Contract  Holder
may elect not to offer all Credited Interest Options under its Plan.
    
 
   
- - The  Guaranteed  Accumulation  Account  (GAA) is  a  credited  interest option
  through which we guarantee stipulated rates of interest for stated periods  of
  time.  Amounts must remain in the GAA for the full guaranteed term to received
  the quoted interest rates, or a market value adjustment (which may be positive
  or negative) will be applied. (See Appendix I.)
    
 
   
- - The Fixed  Account is  a part  of  the Company's  general account.  The  Fixed
  Account  guarantees a minimum interest rate, as specified in the Contract. The
  Company may credit higher interest rates from time to time. Transfers from the
  Fixed Account are limited. (See Appendix II.)
    
 
   
- - The Fixed Plus Account  is also a  part of the  Company's general account  and
  guarantees  a minimum interest rate, as specified in the Contract. The Company
  may credit higher interest rates in its discretion. Withdrawals and  transfers
  from the Fixed Plus Account are limited. (See Appendix III.)
    
 
                                    PURCHASE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
CONTRACT AVAILABILITY
 
    The  Contracts are designed for (1) employer-sponsored deferred compensation
plans sponsored by tax-exempt organizations for deferrals not subject to Section
457 of the  Internal Revenue Code  of 1986,  as amended ("Code")  or by  taxable
organizations  for their employees  and/or independent contractors ("Non-Section
457 Plans"); or (2) employer-sponsored deferred compensation plans sponsored  by
tax-exempt  organizations for deferrals that are subject to Code Section 457 for
their employees  and/or  independent  contractors  ("Section  457  Plans").  The
Contract  is generally owned by the employer,  and an Account is established for
each Participant,  as directed  by  the Contract  Holder, to  identify  contract
values during the Accumulation Period. A Participant's record under the Contract
is known as his or her "Account."
 
    Under  Section 457  Plans and  Non-Section 457  Plans, the  employer has all
right, title and  interest in  the amounts  held under  the Contract  or in  the
Account.  The Contract will be part of the employer's general assets, subject to
the claims of  its general  creditors. Benefits  available to  you are  governed
exclusively  by the provisions  of the Plan  and are backed  only by the general
assets of the employer.  Some of the options  and elections available under  the
Contract  may not be available to you under the provisions of your Plan. Contact
your employer for information regarding your Plan.
 
CONTRACT PURCHASE
   
    Eligible organizations may acquire a  Contract by submitting an  application
to  the Company. Once  we approve the  application, a Contract  is issued to the
employer as the Contract Holder. You  may participate in the Plan by  submitting
an enrollment form to the Company.
    
 
   
    The  Company must accept or reject the application or enrollment form within
two business days of receipt.  If the form is  incomplete, the Company may  hold
any  forms and accompanying  Purchase Payments for  five days. Purchase Payments
may be held for  longer periods pending  acceptance of the  forms only with  the
consent  of the Participant, or under limited circumstances, with the consent of
the Contract Holder. If we agree to  hold Purchase Payments for longer than  the
five  business days based  on the consent  of the Contract  Holder, they will be
deposited in  the Aetna  Variable Encore  Fund Subaccount  until the  forms  are
completed.
    
 
PURCHASE PAYMENTS
 
    Generally,  two types of  Purchase Payments may be  made under the Contract,
and depending upon  which type  of payment is  made, different  Accounts may  be
established  for each payment type. Continuing, periodic payments will be placed
in "Installment Purchase Payment  Accounts." Installment Purchase Payments  must
be  at least $100 per month ($1,200 annually) per Participant. No payment may be
less than $25. Lump-sum  transfers of amounts  accumulated under a  pre-existing
plan may be placed in
"Single  Purchase Payment Accounts" in  accordance with the Company's procedures
in effect at the time of purchase.
 
    The Code imposes a  maximum limit on annual  Purchase Payments which may  be
excluded  from a Participant's  gross income for  Section 457 Plan Participants.
Such limit is  generally the  lesser of  $7,500 or  33 1/3%  of your  includible
compensation (25% of gross compensation).
 
- --------------------------------------------------------------------------------
                                       4
<PAGE>
   
    For Contracts sold to taxable organizations, this Contract may be aggregated
with  other annuity contracts purchased by the  Contract Holder from us (and our
affiliates) on or after October 21, 1988 for purposes of determining the taxable
portion of payments from this Contract. (See "Tax Status.")
    
 
    ALLOCATION  OF  PURCHASE  PAYMENTS.  Purchase  Payments  will  initially  be
allocated  to the Subaccounts  or Credited Interest Options  as specified by the
Contract Holder (or you, if authorized by the Contract Holder) on the enrollment
form. Changes  in  such  allocation may  be  made  in writing  or  by  telephone
transfer. Allocations must be in whole percentages, and there may be limitations
on the number of investment options that can be selected during the Accumulation
Period. (See "Transfers.")
 
RIGHT TO CANCEL
 
    The  Contract  Holder may  cancel participation  under the  Contract without
penalty by returning it to the Company with a written notice of cancellation. In
most states, Contract Holders have ten days to exercise this right; some  states
allow  a longer free-look period. When  we receive the request for cancellation,
we will return  the Account Value,  unless the laws  of the state  in which  the
Contract  was issued  require that  we return  the initial  Purchase Payment (if
greater than the  Account Value).  In states  that do  not require  a return  of
Purchase  Payments, the purchaser  bears the entire  investment risk for amounts
allocated among the Subaccounts during the free look period. Account Values will
be determined as  of the  Valuation Date  on which  we receive  the request  for
cancellation at our Home Office.
 
TRANSFER CREDITS
 
   
    The  Company may provide a transfer  credit on "transferred assets," subject
to certain conditions and state approvals.  Transferred assets are the value  of
contributions  made on your behalf  under this Plan or  a prior plan before such
amounts are  applied  to  this  Contract.  The  transfer  credit  will  equal  a
percentage  of the transferred assets applied to the Contract that remain in the
Contract after a specified period of time. Once a transfer credit is applied  to
the  Contract, all provisions of the Contract apply. This benefit is provided on
a nondiscriminatory basis. If a transfer  credit is due under the Contract,  you
will be provided with additional information specific to the Contract.
    
 
                             CHARGES AND DEDUCTIONS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
DAILY DEDUCTIONS FROM THE SEPARATE ACCOUNT
 
   
    MORTALITY AND EXPENSE RISK CHARGE.  The Company makes a daily deduction from
each of the Subaccounts for the mortality and expense risk charge. The charge is
equal,  on an annual basis, to 0.75% of  the daily net assets of the Subaccounts
and compensates the Company  for the assumption of  mortality and expense  risks
under  the Contract. During the Annuity  Period, the deduction for mortality and
expense risks is equivalent to 1.25%. The mortality risks are those assumed  for
our  promise to make  lifetime payments according to  annuity rates specified in
the Contract. The expense risk  is the risk that  the actual expenses for  costs
incurred  under the Contract will  exceed the maximum costs  that can be charged
under the Contract.
    
 
    If the amount deducted for mortality and expense risks is not sufficient  to
cover  the mortality  costs and  expense shortfalls,  the loss  is borne  by the
Company. If the deduction  is more than  sufficient, the excess  may be used  to
recover distribution expense relating to the Contracts and as a source of profit
for  the Company. The  Company expects to  make a profit  from the mortality and
expense risk charge.
 
   
    ADMINISTRATIVE EXPENSE CHARGE.   The Company  reserves the right  to make  a
deduction  from  each  of  the Subaccounts  for  an  administrative  charge. The
administrative  expense  charge  compensates  the  Company  for   administrative
expenses  incurred in administering the  Contract. 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.
    
 
- --------------------------------------------------------------------------------
                                       5
<PAGE>
DEFERRED SALES CHARGE
   
    Withdrawals  of all or  a portion of the  Account Value may  be subject to a
deferred sales charge. The deferred sales  charge is a percentage of the  amount
withdrawn from the Subaccounts, the Fixed Account or the Guaranteed Accumulation
Account.  No deferred sales  charge is deducted from  amounts withdrawn from the
Fixed Plus Account.
    
 
   
    For Installment  Purchase Payment  Accounts, the  deferred sales  charge  is
based  on the number of completed  Purchase Payment Periods. For Single Purchase
Payment Accounts, 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 ACCOUNTS
                                            DEFERRED
                                              SALES
  PURCHASE PAYMENT                           CHARGE
  PERIODS COMPLETED                         DEDUCTION
  ----------------------------------------  ---------
<C>                                         <C>
  Less than 5                                    5%
  5 or more but less than 7                      4%
  7 or more but less than 9                      3%
  9 or more but less than 10                     2%
  more than 10                                   0%
 
<CAPTION>
           SINGLE PURCHASE PAYMENT ACCOUNTS
                                            DEFERRED
                                              SALES
  ACCOUNT YEARS                              CHARGE
  COMPLETED                                 DEDUCTION
  ----------------------------------------  ---------
<C>                                         <C>
  Less than 5                                    5%
  5 or more but less than 6                      4%
  6 or more but less than 7                      3%
  7 or more but less than 8                      2%
  8 or more but less than 9                      1%
  9 or more                                      0%
</TABLE>
 
    If you transfer the total account value under another deferred  compensation
annuity  contract issued by the  Company to an Account  under this Contract, the
effective date of the new Account will be the same effective date as your former
contract for purposes of calculating the applicable deferred sales charge  under
this Contract.
 
    A deferred sales charge will not be deducted from any portion of the Account
Value which is:
 
- - applied to provide Annuity benefits;
 
- - withdrawn  on or  after the  tenth anniversary  of the  effective date  of the
  Account or Plan Account;
 
- - paid due to the death of the Participant;
 
- - withdrawn due  to  the  election  of  an  Additional  Withdrawal  Option  (see
  "Additional Withdrawal Options");
 
   
- - paid  where  the  Account Value  is  $3,500 or  less  and no  amount  has been
  withdrawn or used to purchase Annuity benefits during the prior 12 months.  If
  more than one Account is being fully withdrawn on behalf of a Participant, all
  Account  Values will be added together to determine eligibility for the $3,500
  exemption. This provision is not available under Plan Accounts (where Accounts
  are not maintained  by the  Company) or applicable  to the  withdrawal of  all
  Accounts under one Contract established with the Company;
    
 
   
- - withdrawn from an Installment Purchase Payment Account by a Participant who is
  at least age 59 1/2 and who has completed nine Purchase Payment Periods;
    
 
   
- - paid due to the Participant's separation from service with the employer; or
    
 
   
- - for  Section 457  Plans only,  withdrawn due to  a hardship  resulting from an
  unforeseeable emergency, as specified in the Code.
    
 
    The deduction for  the deferred  sales charge will  not exceed  8.5% of  the
total  Purchase  Payments actually  made to  the Account.  The Company  does not
anticipate  that  the   deferred  sales   charge  will  cover   all  sales   and
administrative  expenses which  it incurs in  connection with  the Contract; the
difference will  be covered  by the  general  assets of  the Company  which  are
attributable, in part, to the mortality and expense risk charge described above.
 
   
    REDUCTION  OR ELIMINATION  OF THE DEFERRED  SALES CHARGE.   For a particular
Plan, we  may  reduce,  waive  or  eliminate  the  deferred  sales  charge.  Any
reduction,  waiver or  elimination of such  charges will  reflect differences or
expected differences  in  the  amounts  of  unrecovered  distribution  costs  or
services  of the types that  the charge is intended  to defray. When considering
whether to reduce or eliminate such charges  or to grant such a waiver, we  will
take into account factors which may include the following:
    
 
   
- - the number of participants under the Plan;
    
 
   
- - the expected level of assets or cash flow under the Plan;
    
 
   
- - the level of agent involvement in sales activities;
    
 
   
- - the level of our sales-related expenses;
    
 
   
- - the specific distribution provisions under the Plan;
    
 
   
- - the  Plan's purchase of one  or more other variable  annuity contracts from us
  and the features of those contracts;
    
 
- --------------------------------------------------------------------------------
                                       6
<PAGE>
   
- - the level of employer involvement in determining eligibility for distributions
  under the Contract; and
    
 
   
- - our assessment of financial risk to the Company relating to surrenders.
    
 
   
    Any reduction, waiver or elimination of  deferred sales charges will not  be
unfairly discriminatory against any person.
    
 
   
    We  may also negotiate  provisions regarding the  deferred sales charge with
respect to Contracts  issued to  certain employer groups  or associations  which
have  negotiated on behalf  of its employees. All  variations in, or elimination
of,  provisions  regarding  the  deferred  sales  charge  resulting  from   such
negotiations  will be offered  uniformly to all employees  within the group. For
specific information on fees applicable to your Account, please call the  number
listed under the "Inquiries" section of the Prospectus Summary.
    
 
   
    We  will make any  reduction in deferred  sales charge according  to our own
rules in  effect at  the time  an application  for a  Contract is  approved.  We
reserve the right to change these rules from time to time.
    
 
FUND EXPENSES
 
    Each  Fund incurs  certain expenses  which are paid  out of  its net assets.
These  expenses  include,  among  other  things,  the  investment  advisory   or
"management"  fee. The expenses of the Funds are illustrated in the Fee Table in
this Prospectus and described more fully in the accompanying Fund prospectuses.
 
PREMIUM AND OTHER TAXES
 
    Several states and municipalities impose  a premium tax on Annuities.  These
taxes  currently range from 0%  to 4%. The Company  reserves the right to deduct
premium tax against  Purchase Payments  or Account Values  at any  time, but  no
earlier than when we have a tax liability under state law. The Company's current
practice   is   to  deduct   for  premium   taxes  at   the  time   of  complete
withdrawal or  annuitization.  In  addition  to the  premium  tax,  the  Company
reserves the right to assess a charge for
any  state or  federal taxes  due against the  Contract or  the Separate Account
assets.
 
   
                               CONTRACT VALUATION
    
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
   
ACCOUNT VALUE
    
 
   
    Until the  Annuity Date,  the Account  Value is  the total  dollar value  of
amounts  held in the Account as of any  Valuation Date. The Account Value at any
given time is based on the value of the units held in each Subaccount, plus  the
value of amounts held in any of the Credited Interest Options.
    
 
   
ACCUMULATION UNITS
    
 
   
    The  value of your interests  in a Subaccount is  expressed as the number of
"Accumulation Units" that you  hold multiplied by  an "Accumulation Unit  Value"
(or  "AUV")  for each  unit.  The AUV  on any  Valuation  Date is  determined by
multiplying the value  on the immediately  preceding Valuation Date  by the  net
investment  factor of  that Subaccount  for the  period between  the immediately
preceding Valuation Date and  the current Valuation  Date. (See "Net  Investment
Factor"  below.) The Accumulation Unit Value  will be affected by the investment
performance, expenses and charges of the applicable Fund and is reduced each day
by a percentage that accounts for the daily assessment of mortality and  expense
risk charges and the administrative expense charge (if any).
    
 
   
    Initial  Purchase Payments  will be  credited to  your Account  as described
under  "Contract  Purchase."  Each   subsequent  Purchase  Payment  (or   amount
transferred)  will be credited to  your Account at the  AUV computed on the next
Valuation Date following our  receipt of your payment  or transfer request.  The
value of an Accumulation Unit may increase or decrease.
    
 
NET INVESTMENT FACTOR
 
    The net investment factor is used to measure the investment performance of a
Subaccount  from one Valuation Date to the next. The net investment factor for a
Subaccount for any valuation period is equal  to the sum of 1.0000 plus the  net
investment rate. The net investment rate equals:
 
(a)  the  net assets of the Fund held by the Subaccount on the current Valuation
     Date, minus
 
(b)  the net  assets  of  the Fund  held  by  the Subaccount  on  the  preceding
     Valuation Date, plus or minus
 
   
(c)  taxes or provisions for taxes, if any, attributable to the operation of the
     Subaccount;
    
 
   
(d)  divided  by the  total value of  the Subaccount's  Accumulation and Annuity
     Units the preceding Valuation Date;
    
 
   
(e)  minus, a daily charge at the  annual effective rate of 0.75% for  mortality
     and expense risks during the
    
 
- --------------------------------------------------------------------------------
                                       7
<PAGE>
   
     Accumulation  Period and 1.25%  for mortality and  expense risks during the
     Annuity Period,  and  up  to  0.25% as  an  administrative  expense  charge
     (currently 0%).
    
 
    The net investment rate may be either positive or negative.
 
                                   TRANSFERS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
    At  any time  prior to  the Annuity  Date, the  Contract Holder,  or you (if
permitted by the Contract Holder), can transfer amounts held under the  Contract
from  one Subaccount to another. Transfers between the Credited Interest Options
and the Subaccounts are subject to  certain restrictions. (See Appendices I,  II
and  III.) A request for transfer can be made either in writing or by telephone.
The telephone transfer privilege is available automatically; no special election
is necessary. All transfers must be in accordance with the terms of the Contract
and your Plan, as applicable.
 
   
    The Company currently allows unlimited  transfers of accumulated amounts  to
available investment options without charge. The transfer amount may not be less
than  $500. However, the total number of investment options that may be selected
during the Accumulation Period may be  limited, as set forth on your  enrollment
materials.  Any  transfer will  be  based on  the  Accumulation Unit  Value next
determined after  the Company  receives a  valid transfer  request at  its  Home
Office.  Transfers  are  currently  not  available  during  the  Annuity Period;
however,  they  may  be  available  beginning  later  in  1996.  (See   "Annuity
Period--Annuity Options.")
    
 
DOLLAR COST AVERAGING PROGRAM
 
   
    You  may establish  automated transfers  of Account  Values on  a monthly or
quarterly  basis  through  the  Company's  Dollar  Cost  Averaging  Program,  if
available  under your Plan.  Dollar Cost Averaging  is a system  for investing a
fixed amount of money at  regular intervals over a  period of time. Dollar  Cost
Averaging  does not ensure  a profit nor  guarantee against loss  in a declining
market. You should consider your financial ability to continue purchases through
periods of low  price levels. For  additional information, please  refer to  the
"Inquiries" section of the Prospectus Summary.
    
 
                                  WITHDRAWALS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
    Subject  to the limitations on withdrawals  from the Fixed Plus Account, the
Contract Holder may withdraw all or a  portion of the Account Value at any  time
during the Accumulation Period. To request a withdrawal, the Contract Holder, on
your  behalf, must property complete a disbursement form and send it to our Home
Office. Payments for  withdrawal requests will  be made in  accordance with  SEC
requirements,  but normally  not later  than seven  calendar days  following our
receipt of a disbursement form.
 
    Withdrawals may be requested in one of the following forms:
 
   
- -FULL WITHDRAWAL OF  THE CONTRACT  OR AN  ACCOUNT: The  amount paid  for a  full
 withdrawal  will  be the  Account Value(s)  allocated  to the  Subaccounts, the
 Guaranteed Accumulation Account (plus or minus a market value adjustment)  (see
 Appendix I), and the Fixed Account, minus any applicable deferred sales charge,
 plus  the  amount available  for withdrawal  from the  Fixed Plus  Account (see
 Appendix III).
    
 
- -PARTIAL WITHDRAWALS (Percentage): The amount paid will be the percentage of the
 Account Value(s) requested minus any applicable deferred sales charge; however,
 the amount available for withdrawal from the Fixed Plus Account is limited (see
 Appendix III).
 
- -PARTIAL WITHDRAWAL  (Specified Dollar  Amount):  The amount  paid will  be  the
 dollar  amount requested. However,  the amount withdrawn  from the Account will
 equal the  amount requested  plus  any applicable  deferred sales  charge.  The
 amount  available for  withdrawal from the  Fixed Plus Account  is limited (see
 Appendix III).
 
   
    For any partial withdrawal, amounts  will be withdrawn proportionately  from
each  Subaccount or Credited  Interest Option in which  the Account is invested,
unless requested otherwise in writing by  the Contract Holder. All amounts  paid
will be based on Account Values as of the next Valuation Date after we receive a
request  for  withdrawal  at our  Home  Office, or  on  such later  date  as the
disbursement form may specify.
    
 
- --------------------------------------------------------------------------------
                                       8
<PAGE>
                         ADDITIONAL WITHDRAWAL OPTIONS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
    The Company offers certain  withdrawal options under  the Contract that  are
not  considered annuity  options ("Additional Withdrawal  Options"). To exercise
these options, the Account  Value must meet the  minimum dollar amounts and  age
criteria applicable to that option.
 
    The  Additional Withdrawal  Options currently  available under  the Contract
include the following:
 
- -SWO--SYSTEMATIC WITHDRAWAL OPTION. SWO is a series of partial withdrawals  from
 the  Account based on a payment method you select. It is designed for those who
 want a  periodic  income while  retaining  investment flexibility  for  amounts
 accumulated under a Contract.
 
- -ECO--ESTATE   CONSERVATION  OPTION.  ECO  is  available  to  Section  457  Plan
 Participants only. It  offers the  same investment  flexibility as  SWO but  is
 designed  for those who want to receive  only the minimum distribution that the
 Code requires  each  year.  Under  ECO,  the  Company  calculates  the  minimum
 distribution amount required by law at age 70 1/2 (or retirement, if later, for
 church plans), and pays you that amount once a year. (See "Tax Status.")
 
    Other  Additional  Withdrawal  Options  may  be  added  from  time  to time.
Additional information relating to any of the Additional Withdrawal Options  may
be  obtained from  your local  representative or  from the  Company at  its Home
Office.
 
    If you select  one of the  Additional Withdrawal Options,  the Account  will
retain all of the rights and flexibility permitted under the Contract during the
Accumulation  Period.  The Account  Value  will continue  to  be subject  to the
charges and deductions described in this Prospectus.
 
    Once elected, an Additional Withdrawal Option may be revoked by the Contract
Holder at any  time by  submitting a  written request  to our  Home Office.  Any
revocation  will  apply only  to  the amount  not yet  paid.  Once an  option is
revoked, it may not  be elected again, nor  may any other Additional  Withdrawal
Options   be  elected.  The  Company  reserves  the  right  to  discontinue  the
availability of one or all of  these Additional Withdrawal Options at any  time,
and/or  to  change  the terms  of  future  elections. To  determine  whether the
Additional Withdrawal Options are available under  your Plan, and to assess  the
terms  and conditions that may  apply, you should check  with your employer. Any
pay-out election  that you  make  under a  deferred  compensation plan  must  be
irrevocable.
 
                    DEATH BENEFIT DURING ACCUMULATION PERIOD
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
    The  Contract  provides that  a  death benefit  is  payable to  the Contract
Beneficiary(ies) upon the death of the Participant before the Annuity Date.  The
Contract  Holder may direct that  we make such payment  to the Plan Beneficiary.
The amount  of the  death benefit  will be  equal to  the Account  Value.  Death
benefit proceeds may be paid to the beneficiary:
 
- - in a lump sum;
 
- - in accordance with any of the Annuity Options available under the Contract; or
 
- - under  any Additional Withdrawal Options available  under the Contract (if the
  Plan Beneficiary is your spouse).
 
    The Contract Holder  on behalf of  a Plan Beneficiary  may instead elect  to
leave  the Account Value invested in the  Contract. However, the Code limits how
long the death benefit proceeds may be left in this option (see below).
 
    When paying the Contract Beneficiary, we will determine the Account Value on
the Valuation  Date  following the  date  on which  we  receive proof  of  death
acceptable to the Company. Interest, if any, will be paid from the date of death
at  a rate no  less than required by  law. We will mail  payment to the Contract
Beneficiary within seven days after we receive proof of death.
 
    The Code requires that distribution of death proceeds begin within a certain
period of time. For NON-SECTION 457 PLANS,  if required by the Code, the  entire
value  must be distributed within  five years after the  date of death unless an
Annuity option is elected within one year.
 
    For SECTION 457 PLANS, generally, either payments must begin by December  31
of  the year  following the  year of  your death,  or the  entire value  of your
benefits must be
 
- --------------------------------------------------------------------------------
                                       9
<PAGE>
   
distributed by December 31 of the fifth  year following the year of your  death.
If  your  beneficiary  is  your spouse,  he  or  she is  not  required  to begin
distributions until the year you would have attained age 70 1/2. In no event may
payments extend  beyond  the life  expectancy  (not to  exceed  15 years  for  a
non-spousal  beneficiary) 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
 
    For Section  457 Plans,  the  Code generally  requires that  minimum  annual
distributions  of the Account Value must begin by April 1st of the calendar year
following the  calendar year  in which  a  Participant attains  age 70  1/2.  In
addition,  distributions must be in a form  and amount sufficient to satisfy the
Code requirements.  These  requirements may  be  satisfied by  the  election  of
certain Annuity Options or Additional Withdrawal Options. (See "Tax Status.")
 
    At  least 30 days prior to the Annuity Date, the Contract Holder must notify
us in writing of the following:
 
- - the date on which you would like to start receiving annuity payments;
 
- - the Annuity Option  under which you  want your payments  to be calculated  and
  paid;
 
- - whether  the  payments are  to be  made  monthly, quarterly,  semi-annually or
  annually; and
 
   
- - the investment  option(s) used  to  provide annuity  payments (i.e.,  a  fixed
  annuity  using the general account or any  of the Subaccounts available at the
  time of annuitization).  As of  the date  of this  Prospectus, Aetna  Variable
  Fund,  Aetna Income  Shares and Aetna  Investment Advisers Fund,  Inc. are the
  only Subaccounts available; however,  additional Subaccounts may be  available
  under some Annuity Options in the future (see "Annuity Options" below).
    
 
   
Annuity payments will not begin until an Annuity Option has been selected. Until
a  date and option are elected, the Account or Plan Account will continue in the
Accumulation Period. Once Annuity Payments begin, the Annuity Option may not  be
changed,  nor may  transfers currently be  made among  the investment options(s)
selected. (See  "Annuity Options"  below for  more information  about  transfers
during the Annuity Period.)
    
 
ANNUITY OPTIONS
 
    The Contract Holder may choose one of the following Annuity Options:
 
LIFETIME ANNUITY OPTIONS:
 
- -OPTION  1--Life  Annuity--An annuity  with payments  ending on  the Annuitant's
 death.
 
   
- -OPTION 2--Life  Annuity with  Guaranteed Payments--  An annuity  with  payments
 guaranteed  for 5, 10, 15 or 20 years, or such other periods as the Company may
 offer at the time of annuitization.
    
 
- -OPTION 3--Life Income based  Upon the Lives of  Two Payees--An annuity will  be
 paid  during the  lives of  the Annuitant  and a  second Annuitant,  with 100%,
 66 2/3% or 50% of the payment to continue after the first death, or 100% of the
 payment to continue at the death of the second Annuitant and 50% of the payment
 to continue at the death of the Annuitant.
 
- -OPTION 4--Life  Income based  Upon the  Lives of  Two Payees--An  annuity  with
 payments  for a  minimum of 120  months, with  100% of the  payment to continue
 after the first death.
 
    If Option 1 or 3  is elected, it is possible  that only one Annuity  Payment
will  be made if the Annuitant under  Option 1, or the surviving Annuitant under
Option 3, should die prior to the  due date of the second Annuity Payment.  Once
lifetime  Annuity  payments  begin,  the Annuitant  cannot  elect  to  receive a
lump-sum settlement.
 
NONLIFETIME ANNUITY OPTIONS:
 
- -OPTION 1--Payments  for  a  Specified  Period--payments  will  continue  for  a
 specified period of time, as provided for under your Contract.
 
    Under  the nonlifetime option,  the type of annuity  (fixed or variable) and
the number  of years  that may  be  selected are  determined by  the  investment
options used
 
- --------------------------------------------------------------------------------
                                       10
<PAGE>
prior  to annuitization. For amounts held in the Fixed Plus Account, the annuity
must be paid  on a  fixed basis and  payments may  be made for  5-30 years.  For
amounts  held in  the Subaccounts,  the Guaranteed  Accumulation Account  or the
Fixed Account, an  annuity may  be selected  on a  fixed or  variable basis  and
payments  may be made  for 3-30 years. If  this option is  elected on a variable
basis, the Contract  Holder may request  at any time  during the payment  period
that  the present value of all or any portion of the remaining variable payments
be paid in one sum. However, any lump-sum elected before three years of payments
have been completed  will be  treated as  a withdrawal  during the  Accumulation
Period  and any applicable deferred sales charge will be assessed. (See "Charges
and  Deductions--Deferred  Sales  Charge.")  The  nonlifetime  options  is   not
available  on a  variable basis  under a  Contract which  provides for immediate
Annuity benefits.
 
   
    We may also offer additional Annuity Options under the Contract from time to
time. 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.  Annuity
payments  may not  extend beyond (a)  the life  of the Annuitant,  (b) the joint
lives of the Annuitant  and beneficiary, (c) a  period certain greater than  the
Annuitant's life expectancy, or (d) a period certain greater than the joint life
expectancies of the Annuitant and beneficiary.
 
   
    AMOUNT  OF EACH ANNUITY PAYMENT.  The  amount of each payment depends on the
Account Value, how it is allocated  between fixed and variable payouts, and  the
Annuity  Option chosen. No election  may be made that  would result in the first
Annuity payment of less than $20, or total yearly Annuity payments of less  than
$100.  If the Account or Plan Account  Value on the Annuity Date is insufficient
to elect an option for the minimum amount specified, a lump-sum payment must  be
elected.
    
 
   
    If  Annuity  Payments are  to be  made on  a variable  basis, the  first and
subsequent payments  will vary  depending  on the  assumed net  investment  rate
selected  (3 1/2% or 5% per annum). Selection of a 5% rate causes a higher first
payment, but Annuity payments will increase  thereafter only to the extent  that
the  net investment  rate exceeds  5% on  an annualized  basis. Annuity payments
would decline if the rate were below 5%. Use of the 3 1/2% assumed rate causes a
lower first  payment, but  subsequent payments  would increase  more rapidly  or
decline  more  slowly as  changes occur  in  the net  investment rate.  (See the
Statement of  Additional Information  for further  discussion on  the impact  of
selecting an assumed net investment rate.)
    
 
CHARGES DEDUCTED DURING THE ANNUITY PERIOD
 
    We  make a daily deduction for mortality  and expense risks from any amounts
held on  a variable  basis.  Therefore, electing  the  nonlifetime option  on  a
variable  basis will result in  a deduction being made  even though we assume no
mortality risk. We may  also deduct a daily  administrative charge from  amounts
held under the variable options. (See "Charges and Deductions.")
 
DEATH BENEFIT PAYABLE DURING THE
ANNUITY PERIOD
 
   
    If  a Participant dies after Annuity  payments have begun, any death benefit
payable will  depend  on  the terms  of  the  Contract and  the  Annuity  Option
selected.  If Option 1 or  Option 3 was elected,  Annuity payments will cease on
the death  of  the Annuitant  under  Option 1  or  the death  of  the  surviving
Annuitant under Option 3.
    
 
    If  Lifetime Option 2 or Option 4 was elected and the death of the Annuitant
under Option 2, or the surviving Annuitant  under Option 4, occurs prior to  the
end   of  the   guaranteed  minimum   payment  period,   we  will   pay  to  the
 
- --------------------------------------------------------------------------------
                                       11
<PAGE>
   
Contract Beneficiary  in a  lump sum,  unless otherwise  requested, the  present
value of the guaranteed annuity payments remaining.
    
 
   
    If  the nonlifetime  option was elected,  and the Annuitant  dies before all
payments are made, the value of any remaining payments may be paid in a lump-sum
to the  Plan Beneficiary  (unless otherwise  requested), and  no deferred  sales
charge will be imposed.
    
 
    For  Non-Section 457 Plans,  if required by  the Code, and  there is a death
benefit payable under the Annuity Option  elected, the remaining values must  be
distributed at least as rapidly as under the original method of distribution.
 
    For Section 457 Plans, if there is a death benefit payable under the Annuity
Option  elected, Annuity  Payments must  be distributed  to your  beneficiary at
least  as  rapidly  as  under  the  original  method  of  distribution  and   in
substantially nonincreasing amounts.
 
    Any  lump-sum  payment paid  under  the applicable  lifetime  or nonlifetime
Annuity options will  be made within  seven calendar days  after proof of  death
acceptable to us, and a request for payment are received at our Home Office.
 
    The  value of any death  benefit proceeds will be  determined as of the next
Valuation Date after  we receive  acceptable proof of  death and  a request  for
payment.  Under Options 2 and 4, such value will be reduced by any payments made
after the date of death.
 
                                   TAX STATUS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
INTRODUCTION
 
    The following  provides a  general discussion  and is  not intended  as  tax
advice.  This discussion reflects the Company's understanding of current federal
income tax law. Such laws may change in the future, and it is possible that  any
change  could be retroactive (i.e., effective prior  to the date of the change).
The Company makes no  guarantee regarding the tax  treatment of any Contract  or
transaction involving a Contract. The ultimate effect of federal income taxes on
the  amounts held  under a  Contract, on Annuity  Payments, and  on the economic
benefit to the Contract Holder, Participant  or Beneficiary may depend upon  the
tax  status of  the individual concerned.  Any person concerned  about these tax
implications should  consult  a  competent tax  adviser  before  initiating  any
transaction.
 
TAXATION OF THE COMPANY
 
    The  Company is taxed as a life  insurance company under the Code. Since the
Separate Account is  not an entity  separate from  the Company, it  will not  be
taxed  separately as a "regulated investment company" under the Code. Investment
income and realized capital gains are automatically applied to increase reserves
under the Contracts. Under existing federal income tax law, the Company believes
that the Separate Accounts investment income and realized net capital gains will
not be taxed to the  extent that such income and  gains are applied to  increase
the reserves under the Contracts.
 
    The  Company does not anticipate  that it will incur  any federal income tax
liability attributable to the Separate Account and, therefore, the Company  does
not  intend to make  provisions for any  such taxes. However,  if changes in the
federal tax laws or interpretations thereof result in the Company being taxed on
income or  gains attributable  to the  Separate Account,  then the  Company  may
impose  a  charge against  the Separate  Account  (with respect  to some  or all
Contracts) in order to set aside provisions to pay such taxes.
 
TAX STATUS OF THE CONTRACT
 
    With respect to contracts sold  to taxable organizations, Section 817(h)  of
the  Code requires that the investments of the Funds be "adequately diversified"
in accordance with Treasury Regulations in order for the Contracts to qualify as
annuity contracts with federal tax law. The Separate Account, through the Funds,
intends to  comply  with  the diversification  requirements  prescribed  by  the
Treasury  in  Reg. Sec.  1.817-5,  which affect  how  the Fund's  assets  may be
invested.
 
    In certain  circumstances, owners  of variable  annuity contracts  that  are
taxable  organizations  may be  considered the  owners,  for federal  income tax
purposes, of  the  assets  of  the  separate  accounts  used  to  support  their
contracts.  In these circumstances,  income and gains  from the separate account
assets would be includible in the variable contract owner's gross income. One of
the  circumstances   that   has   raised   this   issue   is   the   number   of
 
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                                       12
<PAGE>
funding  options available under the Contract. The Company reserves the right to
modify the Contract as  necessary to attempt to  prevent a Contract Holder  from
being  considered the owner  of a pro rata  share of the  assets of the Separate
Account.
 
CONTRACTS USED WITH CERTAIN RETIREMENT PLANS
 
    IN GENERAL:  The Contract may be purchased and used in connection with:
 
(1) Employer-sponsored  deferred  compensation  plans  sponsored  by  tax-exempt
    organizations  for deferrals not subject to  Code Section 457 and by taxable
    organizations for their employees and/or independent contractors; and
 
(2) Employer-sponsored  deferred  compensation  plans  sponsored  by  tax-exempt
    organizations  for deferrals that are subject  to Code Section 457 for their
    employees and/or independent contractors.
 
    The Company makes no attempt to provide more than general information  about
use of the Contracts with the various types of retirement plans. Participants as
well  as  beneficiaries are  cautioned  that the  rights  of any  person  to any
benefits under the Contracts may be subject  to the terms and conditions of  the
plans themselves, in addition to the terms and conditions of the Contract issued
in connection with such plans. Some retirement plans are subject to distribution
and  other  requirements that  are  not incorporated  in  the provisions  of the
Contracts.  Purchasers  are  responsible  for  determining  that  contributions,
distributions  and  other transactions  with  respect to  the  Contracts satisfy
applicable laws and should consult their legal counsel and tax adviser regarding
the suitability of the Contract.
 
SECTION 457 PLANS
 
    Section 457 provides  for certain deferred  compensation plans. These  plans
may be offered with respect to service for state governments, local governments,
political  subdivisions, agencies,  instrumentalities and  certain affiliates of
such entities, and tax exempt organizations. These plans are subject to  various
restrictions   on  contributions   and  distributions.  The   plans  may  permit
participants to specify the form  of investment for their deferred  compensation
account.  In general, all  investments are owned by  the sponsoring employer and
are subject to the claims of the general creditors of the employer. Depending on
the terms  of the  particular plan,  the employer  may be  entitled to  draw  on
deferred  amounts for purposes unrelated to its Section 457 plan obligations. In
general, all  amounts  received  under  a  Section  457  plan  are  taxable  and
reportable  to  the IRS  as  taxable income.  This  includes payments  for death
benefits, periodic and nonperiodic distribution. Also, all amounts except  death
benefit  proceeds are subject to federal income  tax withholding as wages. If we
make payments directly to  a Participant on behalf  of the employer as  Contract
Holder, we will withhold federal taxes (state taxes, if applicable).
 
    The  Code imposes a maximum  limit on annual Purchase  Payments which may be
excluded from your gross income. For  Section 457 Plan Participants, such  limit
is  generally the lesser  of $7,500 or  33 1/3% of  your includible compensation
(25% of gross compensation).
 
    MINIMUM DISTRIBUTION REQUIREMENTS:  The Code has required distribution rules
for Section 457  Plans. Distributions  must generally begin  by April  1 of  the
calendar  year following the calendar  year in which you  attain age 70 1/2. For
governmental or  church  plans, distributions  must  begin  by April  1  of  the
calendar  year following  the calendar year  in which  you attain age  70 1/2 or
retire, whichever occurs later.
 
   
    In general, annuity payments must be distributed over your life or the joint
lives of you and your beneficiary, or  over a period not greater than your  life
expectancy or the joint life expectancies of you and your beneficiary. Also, any
distribution  payable  over a  period  of more  than one  year  must be  made in
substantially non-increasing amounts.
    
 
   
    If  you  die  after  the   required  minimum  distribution  has   commenced,
distributions  to your beneficiary must be made at least as rapidly as under the
method of distribution  in effect at  the time  of your death.  However, if  the
minimum  required distribution is calculated each year based on your single life
expectancy or  the joint  life expectancies  of you  and your  beneficiary,  the
regulations  for Code Section  401(a)(9) provide specific  rules for calculating
the minimum  required distributions  at your  death. For  example, if  you  have
elected  ECO with the calculation based on  your single life expectancy, and the
life expectancy is  recalculated each  year, your  recalculated life  expectancy
becomes  zero in the calendar year following your death and the entire remaining
interest must be  distributed to  your beneficiary by  December 31  of the  year
following your death. The rules are complex and
    
 
- --------------------------------------------------------------------------------
                                       13
<PAGE>
you should consult your tax adviser before electing the method of calculation to
satisfy the minimum distribution requirements.
 
   
    If  you die  before the  required minimum  distribution has  commenced, your
entire interest  must  be  distributed  by December  31  of  the  calendar  year
containing  the  fifth anniversary  of the  date  of your  death. Alternatively,
payments may be  made over  the life  of the beneficiary  or over  a period  not
extending  beyond the life expectancy of the beneficiary (not to exceed 15 years
for a non-spousal beneficiary) provided  the distribution begins by December  31
of  the calendar year following the calendar  year of your death, or December 31
of the calendar year in which you would have attained age 70 1/2.
    
 
    If you fail to receive the minimum required distribution for any tax year, a
50% excise tax is imposed on the required amount that was not distributed.
 
PLANS OF NON-SECTION 457 TAX-EXEMPT ORGANIZATIONS AND TAXABLE ORGANIZATIONS
 
    Effective January 1, 1987, rules  applicable to deferred compensation  plans
of  state  and local  governments (Section  457  of the  Code) were  extended to
deferred  compensation  plans  sponsored  by  tax-exempt  employers.  While   no
limitation  is imposed on deferrals under deferred compensation plans of taxable
employers, each  Participant in  a plan  subject to  Section 457  has a  maximum
allowable  annual deferral of $7,500 or  33 1/3% of the Participant's includible
compensation (25%  of gross  compensation).  However, the  Code does  allow  the
following  "grandfathering"  provisions  for  those  who  were  Participants  in
tax-exempt employer deferred compensation plans, as of August 16, 1986.
 
(1) Section 457 shall not apply to amounts deferred from taxable years beginning
    before January 1, 1987.
 
(2) Section 457 shall not apply to amounts deferred from taxable years beginning
    after December 31, 1986 provided (a) a deferral agreement was in writing  on
    August 16, 1986, and (b) as of August 16, 1986, the agreement provided for a
    deferral  of a fixed amount  or of an amount  determined pursuant to a fixed
    formula, and (c) the agreement has not been modified as to amount or formula
    after August 16, 1986.
 
    Only individuals may  participate under a  Section 457 Plan  subject to  the
Section  457 rules.  Therefore, corporations  may not  participate in tax-exempt
employer  deferred   compensation   plans   unless  they   qualify   under   the
"grandfathering" provisions.
 
    Any  reference  in this  prospectus  to Section  457  Plans relates  only to
contributions subject to  Section 457 of  the Code and  these references do  not
apply to "grandfathered" contributions.
 
    In  general, all amounts received under  these Plans are taxable and, except
for death benefit  payments, are subject  to federal income  tax withholding  as
wages.  This includes payments for periodic and nonperiodic distributions. Under
Plans sponsored by taxable  organizations, such payments  made to a  Participant
are  generally deductible  by the  Contract Holder  as compensation  paid to the
Participant. If we  make payments directly  to a Participant  or beneficiary  on
behalf of the employer as Contract Holder, we will report to the IRS the taxable
income  and we will withhold federal taxes  (and state taxes, if applicable) for
payments to Participants.
 
    The owner of a Contract who is  not a natural person must generally  include
in  income any increase in the excess  of the Account Value over the "investment
in the contract" during the taxable year. There are some exceptions to this rule
and prospective owners  that are not  natural persons may  wish to discuss  this
with a competent tax advisor.
 
   
    For  contracts sold to taxable organizations,  Section 72(e)(11) of the Code
provides that Annuity Contracts issued by the same insurer (and its  affiliates)
to  the same Contract Holder during a calendar year shall be treated as a single
Annuity Contract. This means  that any amount received  under this Contract,  or
any  other Contract subject  to this provision, prior  to the Contract's Annuity
starting date will be taxable (and possibly  subject to the 10% penalty tax)  to
the  extent of the combined  income in all such  Contracts. For purposes of this
section, immediate  annuity  contracts, and  Contracts  used to  fund  qualified
pension and profit-sharing plans under Section 401(a) of the Code, annuity plans
under Sections 403(a) or 403(b) of the Code, and individual retirement annuities
and accounts under Section 408 of the Code are not aggregated.
    
 
- --------------------------------------------------------------------------------
                                       14
<PAGE>
                                 MISCELLANEOUS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
VOTING RIGHTS
 
    Each  Contract Holder may direct  us in the voting  of shares at meetings of
shareholders of  the appropriate  Fund(s). The  number of  votes to  which  each
Contract Holder may give direction will be determined as of the record date.
 
    The  number of votes each Contract Holder is entitled to direct with respect
to a particular Fund during the Accumulation  Period is equal to the portion  of
the  current value of the Contract attributable to that Fund, divided by the net
asset value of one share of that Fund. During the Annuity Period, the number  of
votes  is  equal to  the  valuation reserve  applicable  to the  portion  of the
Contract attributable to that Fund, divided by the net asset value of one  share
of  that Fund.  In determining  the number  of votes,  fractional votes  will be
recognized. Where the value of the Contract or valuation reserve relates to more
than one Fund, the  calculation of votes will  be performed separately for  each
Fund.
 
    Each  Contract Holder will receive a  notice of each meeting of shareholders
of that Fund, together with any proxy solicitation materials, and a statement of
the number of votes attributable to the Contract. Votes attributable to Contract
Holders who do not direct us  will be cast by us  in the same proportion as  the
votes for which we have received directions.
 
MODIFICATION OF THE CONTRACT
 
   
    The  Company may change the Contract as required by federal or state law. In
addition, the Company may, upon 30  days written notice to the Contract  Holder,
make  other changes to  the Contracts that  would apply only  to individuals who
become Participants  under  that  Contract  after the  effective  date  of  such
changes.  If the Contract Holder does not agree to a change, no new Participants
will be covered under the Contract. Certain changes will require the approval of
appropriate state or federal regulatory authorities.
    
 
DISTRIBUTION
 
   
    The Company  will serve  as  Underwriter for  the  securities sold  by  this
Prospectus. The Company is registered as a broker-dealer with the Securities and
Exchange  Commission and is  a member of the  National Association of Securities
Dealers, Inc. (NASD). As Underwriter, the Company will contract with one or more
registered broker-dealers ("Distributors"), including at least one affiliate  of
the  Company, to offer and sell the  Contracts. All persons offering and selling
the Contracts must be  registered representatives of  the Distributors and  must
also  be licensed as insurance agents  to sell variable annuity contracts. These
registered  representatives  may  also  provide  services  to  Participants   in
connection with establishing their Accounts under the Contract.
    
 
   
    Persons  offering  and  selling  the Contracts  may  receive  commissions in
connection with the sale  of the Contracts. The  maximum percentage amount  that
the  Company will  ever pay  as commission  with respect  to any  given Purchase
Payment is with respect to those made during the first year of Purchase Payments
under an Account.  That percentage  amount will  range from  1% to  6% of  those
Purchase  Payments. The  Company may  also pay  renewal commissions  on Purchase
Payments made after the first year and asset-based service fees. The average  of
all  payments made by the Company is  estimated to equal approximately 3% of the
total Purchase Payments made over the  life of an average Contract. The  Company
may  also reimburse the Distributor for certain actual expenses. The name of the
Distributor and the registered representative  responsible for your Account  are
set  forth on your  enrollment form. Commissions and  sales related expenses are
paid by the Company  and are not deducted  from Purchase Payments. See  "Charges
and Deductions--Deferred Sales Charge."
    
 
    Occasionally,  we may  pay commissions  and fees  to Distributors  which are
affiliated or associated with  the Contract Holder or  the Participants. We  may
also  enter  into agreements  with some  entities  associated with  the Contract
Holder or Participants in  which we would  agree to pay  the entity for  certain
services   in  connection  with  administering  the  Contracts.  In  both  these
circumstances there may be an understanding that the Distributor or entity would
endorse the Company as a provider of  the Contract. You will be notified if  you
are purchasing a Contract that is subject to these arrangements.
 
PERFORMANCE REPORTING
 
    From  time to time, the Company  may advertise different types of historical
performance for  the  Subaccounts  of  the Separate  Account.  The  Company  may
advertise  the "standardized average  annual total returns"  of the Subaccounts,
calculated in a manner prescribed by
 
- --------------------------------------------------------------------------------
                                       15
<PAGE>
the SEC, as well as the "non-standardized returns." "Standardized average annual
total returns"  are computed  according to  a formula  in which  a  hypothetical
investment of $1,000 is applied to the Subaccount and then related to the ending
redeemable  values over the most recent one, five and ten-year periods (or since
inception, if  less  than ten  years).  Standardized returns  will  reflect  the
reduction  of  all recurring  charges during  each  period (e.g.,  mortality and
expense risk charges, annual maintenance fees, administrative expense charge (if
any) and any applicable deferred sales charge). "Non-standardized returns"  will
be calculated in a similar manner, except that non-standardized figures will not
reflect  the  deduction of  any applicable  deferred  sales charge  (which would
decrease the level of performance shown if reflected in these calculations). The
non-standardized figures may also include  monthly, quarterly, year to date  and
three-year periods.
 
    The   Company  may  also  advertise   certain  ratings,  rankings  or  other
information related  to  the Company,  the  Subaccounts or  the  Funds.  Further
details  regarding performance  reporting and  advertising are  described in the
Statement of Additional Information.
 
TRANSFER OF OWNERSHIP; ASSIGNMENT
 
    No assignment of a Contract will be binding on us unless made in writing and
sent to us at  our Home Office.  The Company will  use reasonable procedures  to
confirm  that the assignment is  authentic, including verification of signature.
If the Company fails to follow its procedures, it would be liable for any losses
to you directly resulting  from the failure. Otherwise,  we are not  responsible
for  the validity of any assignment. The rights of the Owner and the interest of
the Annuitant and any Beneficiary will be subject to the rights of any  assignee
of record.
 
DELAY OR SUSPENSION OF PAYMENTS
 
    The  Company reserves the right  to suspend or postpone  the date of payment
for any benefit or values (a) on any Valuation Date on which the New York  Stock
Exchange  ("Exchange")  is  closed  (other than  customary  weekend  and holiday
closings) or when trading on the  Exchange is restricted; (b) when an  emergency
exists,  as determined by  the SEC, so  that disposal of  securities held in the
Subaccounts is not reasonably practicable  or is not reasonably practicable  for
the  value of the Subaccount's  assets; or (c) during  such other periods as the
SEC may by  order permit for  the protection of  investors The conditions  under
which restricted trading or an emergency exists shall be determined by the rules
and regulations of the SEC.
 
LEGAL MATTERS AND PROCEEDINGS
 
    The  Company knows  of no  material legal  proceedings pending  to which the
Separate Account or the Company is a party or which would materially affect  the
Separate  Account. The validity of the securities offered by this Prospectus has
been passed upon by Susan E. Bryant, Esq., Counsel to the Company.
 
              CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
The Statement of  Additional Information contains  more specific information  on
the  Separate Account and the  Contract, as well as  the financial statements of
the Separate Account and the Company. A list  of the contents of the SAI is  set
forth below:
 
        General Information and History
        Variable Annuity Account B
        Offering and Purchase of Contracts
        Performance Data
            General
            Average Annual Total Return Quotations
        Annuity Payments
        Dollar Cost Averaging
        Sales Material and Advertising
        Independent Auditors
        Financial Statements of the Separate Account
        Financial Statements of the Company
 
- --------------------------------------------------------------------------------
                                       16
<PAGE>
                                   APPENDIX I
                        GUARANTEED ACCUMULATION ACCOUNT
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
   
THE  GUARANTEED  ACCUMULATION  ACCOUNT  ("GAA") IS  A  CREDITED  INTEREST OPTION
AVAILABLE DURING THE  ACCUMULATION PERIOD  UNDER THE CONTRACTS  OFFERED BY  THIS
PROSPECTUS.  AMOUNTS ALLOCATED TO THE LONG-TERM  CLASSIFICATIONS OF GAA ARE HELD
IN A  NONINSULATED,  NONUNITIZED  SEPARATE ACCOUNT.  AMOUNTS  ALLOCATED  TO  THE
SHORT-TERM  CLASSIFICATIONS OF  GAA ARE HELD  IN THE  COMPANY'S GENERAL ACCOUNT.
THIS APPENDIX  IS A  SUMMARY OF  GAA  AND IS  NOT INTENDED  TO REPLACE  THE  GAA
PROSPECTUS.  YOU SHOULD  READ THE  ACCOMPANYING GAA  PROSPECTUS CAREFULLY BEFORE
INVESTING.
    
 
    GAA is a credited interest option in which we guarantee stipulated rates  of
interest  for stated periods  of time on  amounts directed to  GAA. The interest
rate stipulated is an annual effective yield; that is, it reflects a full year's
interest. Interest is credited daily at a rate that will provide the  guaranteed
annual  effective yield over the period of  one year. This option guarantees the
minimum interest rate specified in the Contract.
 
    During a specified  period of time  (the "deposit period"),  amounts may  be
applied  to  any or  all available  Guaranteed Terms  within the  Short-Term and
Long-Term Classifications. Short-Term GAA has Guaranteed Terms from one to three
years, and Long-Term GAA has Guaranteed Terms from three to ten years.
 
    Purchase Payments must remain in GAA for the full Guaranteed Term to receive
the quoted  interest rates.  Withdrawals  or transfers  from a  Guaranteed  Term
before  the  end  of that  Guaranteed  Term may  be  subject to  a  market value
adjustment ("MVA"). An MVA  reflects the change in  the value of the  investment
due  to changes in interest rates since the date of deposit. When interest rates
increase after the date of deposit,  the value of the investment decreases,  and
the  MVA is negative. Conversely, when interest rates decrease after the date of
deposit, the value of the investment increases,  and the MVA is positive. It  is
possible  that a negative  MVA could result  in you receiving  an amount that is
less than the amount paid into GAA.
 
    As a  Guaranteed Term  matures, assets  accumulating under  GAA may  be  (a)
transferred  to a  new Guaranteed Term,  (b) transferred to  the other available
investment options, or  (c) withdrawn.  Amounts withdrawn  may be  subject to  a
deferred sales charge and/or federal tax liabilities.
 
    By  notifying us at  our Home Office at  least 30 days  prior to the Annuity
Date, you  may  elect  a  variable  annuity and  have  amounts  that  have  been
accumulating  under GAA transferred to one  or more of the Subaccounts available
during the Annuity Period. GAA cannot be used as an investment option during the
Annuity Period.
 
MORTALITY AND EXPENSE RISK CHARGES
 
    We make no  deductions from  the credited  interest rate  for mortality  and
expense risks; these risks are considered in determining the credited rate.
 
TRANSFERS
 
   
    Amounts  applied to  a Guaranteed  Term during a  deposit period  may not be
transferred to any  other funding option  or to another  Guaranteed Term  during
that  deposit period  or for  90 days  after the  close of  that deposit period.
Transfers are permitted from Guaranteed Terms of one classification to available
Guaranteed Terms  of  another  classification.  We will  apply  an  MVA  to  GAA
transfers  made before the end of a Guaranteed Term. Transfers of GAA values due
to a maturity are not subject to an MVA.
    
 
- --------------------------------------------------------------------------------
                                       17
<PAGE>
                                  APPENDIX II
                                 FIXED ACCOUNT
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
THE FOLLOWING  SUMMARIZES MATERIAL  INFORMATION  CONCERNING THE  FIXED  ACCOUNT.
AMOUNTS ALLOCATED TO THE FIXED ACCOUNT ARE HELD IN THE COMPANY'S GENERAL ACCOUNT
THAT  SUPPORTS GENERAL INSURANCE AND ANNUITY OBLIGATIONS. INTERESTS IN THE FIXED
ACCOUNT HAVE NOT BEEN  REGISTERED WITH THE SEC  IN RELIANCE ON EXEMPTIONS  UNDER
THE  SECURITIES ACT OF 1933, AS  AMENDED. DISCLOSURE IN THE PROSPECTUS REGARDING
THE FIXED  ACCOUNT, MAY,  HOWEVER, BE  SUBJECT TO  CERTAIN GENERALLY  APPLICABLE
PROVISIONS  OF  THE  FEDERAL  SECURITIES  LAWS  RELATING  TO  THE  ACCURACY  AND
COMPLETENESS OF SUCH STATEMENTS. DISCLOSURE IN THIS APPENDIX REGARDING THE FIXED
ACCOUNT HAS NOT BEEN REVIEWED BY THE SEC.
 
    The Fixed  Account guarantees  the minimum  interest rate  specified in  the
Contract.  The Company may credit a higher  interest rate from time to time. The
current rate is subject  to change at  any time, but will  never fall below  the
guaranteed  minimum. The Company's determination  of interest rates reflects the
investment income earned on invested assets and the amortization of any  capital
gains  and/or losses realized  on the sale  of invested assets.  Under the Fixed
Account, the Company assumes the risk of investment gain or loss by guaranteeing
Account Values and promising a minimum interest rate and Annuity Payment.
 
    Under certain emergency conditions, we may defer payment of a Fixed  Account
withdrawal  value (a) for  a period of up  to six months, or  (b) as provided by
federal law.
 
    In addition, if allowed by state law, the Company may pay any Fixed  Account
withdrawal  value in equal payments, with interest,  over a period not to exceed
60 months, when:
 
(a) the Fixed Account withdrawal value for the Contract or for the total of  the
    Accounts  under  the  Contract exceeds  $250,000  on  the day  prior  to the
    withdrawal; and
 
(b) the sum of the current Fixed  Account withdrawal and the total of all  Fixed
    Account  withdrawals from  the Contract  or any  Account under  the Contract
    within the past 12 calendar  months exceeds 20% of  the amount in the  Fixed
    Account on the day prior to the current withdrawal.
 
    Interest,  as used above, will not be  more than two percentage points below
any rate determined prospectively  by the Board of  Directors for this class  of
Contract.  In no event will the interest rate be less than the minimum stated in
the Contract.
 
    Amounts applied to the Fixed Account  will earn the interest rate in  effect
when actually applied to the Fixed Account.
 
    The  Fixed Account will reflect a compound interest rate credited by us. The
interest rate quoted is  an annual effective yield.  We make no deductions  from
the  credited interest  rate for  mortality and  expense risks;  these risks are
considered in determining the credited rate.
 
   
    If a withdrawal is made from the Fixed Account, a deferred sales charge  may
apply. (See "Charges and Deductions-- Deferred Sales Charge.")
    
 
TRANSFERS AMONG INVESTMENT OPTIONS
   
    Transfers from the Fixed Account to any other available investment option(s)
are  allowed in  each calendar year  during the Accumulation  Period. The amount
which may be transferred may vary at  our discretion; however, it will never  be
less than 10% of the amount held under the Fixed Account. Transfers to the Fixed
Plus  Account (if available under the Contract) will be permitted without regard
to this limitation.
    
 
    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.
 
- --------------------------------------------------------------------------------
                                       18
<PAGE>
                                  APPENDIX III
                               FIXED PLUS ACCOUNT
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
THE FOLLOWING SUMMARIZES MATERIAL INFORMATION CONCERNING THE FIXED PLUS ACCOUNT.
AMOUNTS ALLOCATED TO THE  FIXED PLUS ACCOUNT ARE  HELD IN THE COMPANY'S  GENERAL
ACCOUNT  THAT SUPPORTS INSURANCE AND ANNUITY OBLIGATIONS. INTERESTS IN THE FIXED
PLUS ACCOUNT HAVE  NOT BEEN REGISTERED  WITH THE SEC  IN RELIANCE ON  EXEMPTIONS
UNDER  THE SECURITIES  ACT OF  1933, AS  AMENDED. DISCLOSURE  IN THIS PROSPECTUS
REGARDING THE FIXED PLUS ACCOUNT MAY,  HOWEVER, BE SUBJECT TO CERTAIN  GENERALLY
APPLICABLE  PROVISIONS OF THE  FEDERAL SECURITIES LAWS  RELATING TO THE ACCURACY
AND COMPLETENESS OF THE  STATEMENTS. DISCLOSURE IN  THIS APPENDIX REGARDING  THE
FIXED PLUS ACCOUNT HAS NOT BEEN REVIEWED BY THE SEC.
 
FIXED PLUS ACCOUNT
 
    The Fixed Plus Account guarantees that amounts allocated to this option will
earn  the minimum  Fixed Plus  interest rate specified  in the  Contract. We may
credit a higher interest rate from  time to time. Our determination of  interest
rates  reflects  the  investment  income  earned  on  invested  assets  and  the
amortization of any capital gains and/or losses realized on the sale of invested
assets. Under this  option, we assume  the risk  of investment gain  or loss  by
guaranteeing  Net Purchase Payment values and  promising a minimum interest rate
and Annuity payment.
 
    The Fixed Plus Account will reflect a compound interest rate credited by us.
The interest rate quoted  is an annual effective  yield. Amounts applied to  the
Fixed  Plus  Account will  earn  the Fixed  Plus  interest rate  in  effect when
actually applied  to the  Fixed Plus  Account. We  make no  deductions from  the
credited  interest  rate  for  mortality  and  expense  risks;  these  risks are
considered in determining the credited rate.
 
    Beginning on the  tenth Account  Year, we will  credit amounts  held in  the
Fixed  Plus Account with an interest rate that is at least 0.25% higher than the
then-declared interest rate for the Fixed  Plus Accounts for Accounts that  have
not reached their tenth anniversary.
 
    We  reserve the right  to limit Net Purchase  Payment(s) and/or transfers to
the Fixed Plus Account.
 
FIXED PLUS ACCOUNT WITHDRAWALS
 
    The amount eligible for partial withdrawal is 20% of the amount held in  the
Fixed  Plus Account on the day we receive  a written request in our Home Office,
reduced by any Fixed Plus Account withdrawals, transfers or annuitizations  made
in  the prior 12 months.  In calculating the 20% limit,  we reserve the right to
include payments made due to the election of any Additional Withdrawal Option.
 
   
    The 20% limit is waived if the partial withdrawal is due to annuitization or
death. The waiver upon death will only  be exercised once and must occur  within
six months after the Participant's date of death. Any such partial withdrawal or
annuitization must also be made pro rata from all funding options used under the
Account.
    
 
    If a full withdrawal is requested, we will pay any amounts held in the Fixed
Plus Account, with interest, in five annual payments that will be equal to:
 
1.    One-fifth of  the  Fixed Plus  Account  value on  the  day the  request is
    received, reduced  by  any  Fixed Plus  Account  withdrawals,  transfers  or
    annuitizations made in the prior 12 months;
 
2.  One-fourth of the remaining Fixed Plus Account value twelve months later;
 
3.  One-third of the remaining Fixed Plus Account value twelve months later;
 
4.  One-half of the remaining Fixed Plus Account value twelve months later; and
 
5.  The balance of the Fixed Plus Account value twelve months later.
 
    Once  we receive a request for a full withdrawal from an Account, no further
withdrawals or transfers will be permitted from the Fixed Plus Account.
 
- --------------------------------------------------------------------------------
                                       19
<PAGE>
    A full withdrawal from the Fixed Plus  Account may be cancelled at any  time
before the end of the five-payment period.
 
    We  will  waive the  Fixed Plus  Account full  withdrawal provision,  if the
withdrawal is made:
 
(a) due to your  death, before Annuity  payments begin, within  6 months of  the
    date of death;
 
(b) due to the election of an Annuity option;
 
(c)  when the Fixed  Plus Account value  is $3,500 or  less (and no withdrawals,
    transfers or annuitizations have been made from the Account within the prior
    12 months).
 
TRANSFERS AMONG INVESTMENT OPTIONS
 
    The amount eligible for transfer from the  Fixed Plus Account is 20% of  the
amount held in the Fixed Plus Account on the day we receive a written request in
our  Home Office,  reduced by any  Fixed Plus Account  withdrawals, transfers or
annuitizations made in  the prior 12  months. In calculating  the 20% limit,  we
reserve  the right to include payments made due to the election of an Additional
Withdrawal Option. We will waive  the 20% transfer limit  when the value in  the
Fixed Plus Account is $1,000 or less.
 
    By  notifying us at our Home Office at least 30 days before Annuity payments
begin,  the  Contract  Holder  may  elect  to  have  amounts  which  have   been
accumulating  under the  Fixed Plus  Account transferred to  one or  more of the
Subaccounts available during  the Annuity Period,  to provide lifetime  variable
Annuity payments.
 
SWO
 
    The  Systematic Withdrawal Option may not be elected if you have requested a
Fixed Plus Account transfer or withdrawal within the prior 12-month period.
 
- --------------------------------------------------------------------------------
                                       20
<PAGE>
                          FOR MASTER APPLICATIONS ONLY
 
   
    I HEREBY ACKNOWLEDGE RECEIPT OF AN ACCOUNT B GROUP DEFERRED VARIABLE ANNUITY
PROSPECTUS DATED MAY 1, 1996 FOR EMPLOYER-SPONSORED DEFERRED COMPENSATION PLANS,
AS WELL  AS  ALL CURRENT  PROSPECTUSES  PERTAINING TO  THE  VARIABLE  INVESTMENT
OPTIONS AVAILABLE UNDER THE CONTRACTS.
    
 
   
- ---- PLEASE  SEND AN  ACCOUNT B  STATEMENT OF  ADDITIONAL INFORMATION  (FORM NO.
     88722(S)-2) DATED MAY 1, 1996.
    
 
- --------------------------------------------------------------------------------
 
                          CONTRACT HOLDER'S SIGNATURE
 
- --------------------------------------------------------------------------------
 
                                      DATE
 
   
88722-2 (5/96)
    
<PAGE>


                           VARIABLE ANNUITY ACCOUNT B
                                       OF
                    AETNA LIFE INSURANCE AND ANNUITY COMPANY

   
             STATEMENT OF ADDITIONAL INFORMATION DATED  MAY 1, 1996
    

   
                               AetnaPlus Contracts
   Group Variable Annuity Contracts for Healthcare Deferred Compensation Plans
    

   

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, under all Contracts, or under all Plans.  The Funds
currently available under the Contract are as follows:
    


                                        1

<PAGE>
<TABLE>
<CAPTION>
   

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

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

                       OFFERING AND PURCHASE OF CONTRACTS

   

The Company is both the depositor and the principal underwriter for the
securities sold by the prospectus.  The Company offers the Contracts through
life insurance agents licensed to sell variable annuities who are registered
representatives of the Company or of other registered broker-dealers who have
sales agreements with the Company.  The offering of the Contracts is continuous.
A description of the manner in which Contracts are purchased may be found in the
prospectus under the sections titled "Purchase" and "Contract Valuation."
    

                                PERFORMANCE DATA

GENERAL

   

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

   

The standardized and non-standardized total return figures are computed
according to a formula in which a hypothetical initial Purchase Payment of
$1,000 is applied to the various Subaccounts under the Contract, and then
related to the ending redeemable values over one, five and ten year periods (or
fractional periods thereof).  The standardized figures reflect the deduction of
all recurring charges during each period (e.g., mortality and expense risk
charges as if the charge had been 0.75% during all periods shown, administrative
expense charges, and deferred sales charges).  These charges will be deducted on
a pro rata basis in the case of fractional periods.  (The mortality and expense
risk charge will increase to 1.25% during the Annuity Period.)  If you had
invested in the Contract prior to January 19, 1996, your actual performance
would have been lower than the figures shown since the mortality and expense
risk charge prior to that date was 1.25%.  See the Condensed Financial
Information table in the prospectus for the actual increase or decrease in the
value of an Accumulation Unit for those periods.
    

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


                                        2

<PAGE>

   

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

   

If a Fund was in existence prior to the date it became available under the
Contract, standardized and non-standardized total returns may include periods
prior to 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 (under the current charge structure) had that Fund been available
under the Contract during that period.
    

   

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

AVERAGE ANNUAL TOTAL RETURN QUOTATIONS - STANDARDIZED AND NON-STANDARDIZED

   

The table shown below represents the variations in contract payment type under
different plans.  It reflects the average annual standardized and non-
standardized total return quotation figures for the periods ended December 31,
1995 for the Subaccounts.  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>
   

- ------------------------------------------------------------------------------------------------------------------------------------
         SINGLE PURCHASE                                                                                                  FUND
         PAYMENT ACCOUNTS                               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                              24.70%    11.75%    12.87%    31.26%    10.97%    12.67%    12.87%    04/30/75

 Aetna Income Shares                              11.49%    8.16%     9.11%     17.36%    6.86%     9.05%     9.11%     06/01/78

 Aetna Variable Encore Fund                       0.00%     3.07%     5.47%     5.26%     3.66%     3.92%     5.47%     09/01/75

 Aetna Investment Advisers Fund, Inc.             19.97%    10.16%    9.40%*    26.28%    10.85%    11.06%    9.91%*    06/23/89

 Aetna Ascent Variable Portfolio                  4.58%*    N/A       N/A       10.08%*   N/A       N/A       N/A       07/03/95

 Aetna Crossroads Variable Portfolio              3.51%*    N/A       N/A       8.95%*    N/A       N/A       N/A       07/03/95

 Aetna Legacy Variable Portfolio                  2.53%*    N/A       N/A       7.92%*    N/A       N/A       N/A       07/03/95

 Alger American Growth Portfolio                  28.59%    19.84%    18.03%*   35.36%    18.32%    20.82%    18.55%*   01/08/89

 Alger American Small Cap Portfolio               36.07%    18.38%    21.11%    43.23%    14.64%    19.35%    21.45%*   09/21/88

 Calvert Responsibly Invested Balanced Portfolio  22.37%    9.75%     9.39%*    28.81%    9.95%     10.65%    9.39%*    09/04/86

 Fidelity VIP II Contrafund Portfolio             31.66%*   N/A       N/A       38.59%*   N/A       N/A       N/A       01/03/95

 Fidelity VIP Equity-Income Portfolio             27.39%    19.44%    12.55%*   34.09%    18.71%    20.42%    12.55%*   10/22/86

 Fidelity VIP Growth Portfolio                    27.65%    18.90%    14.12%*   34.36%    16.46%    19.88%    14.12%*   11/07/86
    

</TABLE>

                                                                  3

<PAGE>

<TABLE>
<CAPTION>
   

 <S>                                              <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
 Fidelity VIP Overseas Portfolio                  3.42%     6.44%     6.43%*    8.87%     14.43%    7.31%     6.55%*    02/13/87

 Janus Aspen Aggressive Growth Portfolio          20.21%    23.85%*   N/A       26.54%    26.65%*   N/A       N/A       9/13/93

 Janus Aspen Balanced Portfolio                   17.67%    10.57%*   N/A       23.86%    13.06%*   N/A       N/A       09/13/93

 Janus Aspen Flexible Income Portfolio            16.79%    6.45%*    N/A       22.94%    8.85%*    N/A       N/A       09/13/93

 Janus Aspen Growth Portfolio                     22.75%    11.82%*   N/A       29.21%    14.35%*   N/A       N/A       09/13/93

 Janus Aspen Short-Term Bond Portfolio            3.28%     1.52%*    N/A       8.72%     3.82%*    N/A       N/A       09/13/93

 Janus Aspen Worldwide Growth Portfolio           20.00%    17.09%*   N/A       26.32%    19.73%*   N/A       N/A       09/13/93

 Lexington Natural Resources Trust                10.20%    4.13%*    N/A       16.00%    6.04%     5.41%*    N/A       05/31/89

 Neuberger & Berman Growth Portfolio              24.21%    16.25%    13.46%    30.75%    16.75%    17.20%    13.46%    12/31/85

 Scudder International Portfolio Class A Shares   4.77%     8.65%     8.42%*    10.29%    14.01%    9.54%     8.55%*    05/01/87

 TCI Growth                                       23.62%    13.14%    11.88%*   30.12%    11.81%    14.07%    12.02%*   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>
   

- ------------------------------------------------------------------------------------------------------------------------------------
         INSTALLMENT PURCHASE                                                                                             FUND
           PAYMENT ACCOUNTS                             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                              24.70%    11.52%    12.87%    31.26%    10.97%    12.67%    12.87%    04/30/75

 Aetna Income Shares                              11.49%    7.94%     9.11%     17.36%    6.86%     9.05%     9.11%     06/01/78

 Aetna Variable Encore Fund                       0.00%     2.86%     5.47%     5.26%     3.66%     3.92%     5.47%     09/01/75

 Aetna Investment Advisers Fund, Inc.             19.97%    9.92%     9.05%*    26.28%    10.85%    11.06%    9.91%*    06/23/89

 Aetna Ascent Variable Portfolio                  4.58%*    N/A       N/A       10.08%*   N/A       N/A       N/A       07/03/95

 Aetna Crossroads Variable Portfolio              3.51%*    N/A       N/A       8.95%*    N/A       N/A       N/A       07/03/95

 Aetna Legacy Variable Portfolio                  2.53%*    N/A       N/A       7.92%*    N/A       N/A       N/A       07/03/95

 Alger American Growth Portfolio                  28.59%    19.59%    17.68%*   35.36%    18.32%    20.82%    18.55%*   01/08/89

 Alger American Small Cap Portfolio               36.07%    18.13%    20.60%*   43.23%    14.64%    19.35%    21.45%*   09/21/88

 Calvert Responsibly Invested Balanced Portfolio  22.37%    9.52%     8.79%*    28.81%    9.95%     10.65%    9.39%*    09/04/86

 Fidelity VIP II Contrafund Portfolio             31.66%*   N/A       N/A       38.59%*   N/A       N/A       N/A       01/03/95

 Fidelity VIP Equity-Income Portfolio             27.39%    19.19%    11.93%*   34.09%    18.71%    20.42%    12.55%*   10/22/86

    
</TABLE>

                                                                  4

<PAGE>

<TABLE>
<CAPTION>
   

 <S>                                              <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
 Fidelity VIP Growth Portfolio                    27.65%    18.65%    13.48%*   34.36%    16.46%    19.88%    14.12%*   11/07/86

 Fidelity VIP Overseas Portfolio                  3.42%     6.22%     5.94%*    8.87%     14.43%    7.31%     6.55%*    02/13/87

 Janus Aspen Aggressive Growth Portfolio          20.21%    23.85%*   N/A       26.54%    26.65%*   N/A       N/A       9/13/93

 Janus Aspen Balanced Portfolio                   17.67%    10.57%*   N/A       23.86%    13.06%*   N/A       N/A       09/13/93

 Janus Aspen Flexible Income Portfolio            16.79%    6.45%*    N/A       22.94%    8.85%*    N/A       N/A       09/13/93

 Janus Aspen Growth Portfolio                     22.75%    11.82%*   N/A       29.21%    14.35%*   N/A       N/A       09/13/93

 Janus Aspen Short-Term Bond Portfolio            3.28%     1.52%*    N/A       8.72%     3.82%*    N/A       N/A       09/13/93

 Janus Aspen Worldwide Growth Portfolio           20.00%    17.09%*   N/A       26.32%    19.73%*   N/A       N/A       09/13/93

 Lexington Natural Resources Trust                10.20%    4.13%*    N/A       16.00%    6.04%     5.41%*    N/A       05/31/89

 Neuberger & Berman Growth Portfolio              24.21%    16.01%    13.46%    30.75%    16.75%    17.20%    13.46%    12/31/85

 Scudder International Portfolio Class A Shares   4.77%     8.42%     7.91%*    10.29%    14.01%    9.54%     8.55%*    05/01/87

 TCI Growth                                       23.62%    12.90%    11.32%*   30.12%    11.81%    14.07%    12.02%*   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 Date to the
next; such fluctuations reflect changes in the net
    


                                        5

<PAGE>

   

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.

   

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 Date 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 Date on 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 Date (assume such value to be
$13.504376) to produce an Annuity Unit value of $13.523359 for the Valuation
Date on 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 Subaccounts
being compared.
    


                                        6

<PAGE>

   

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

   

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

                              INDEPENDENT AUDITORS

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















                                        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
                                                                                     AMOUNT      COMPANIES      COMPANIES
                                                                                    ---------  -------------  -------------
                                                                                                  (MILLIONS)
<S>                                                                                 <C>        <C>            <C>
1995
Premiums:
  Life Insurance..................................................................  $    28.8    $     8.6      $    28.0
  Accident and Health Insurance...................................................        7.5          7.5             --
  Annuities.......................................................................       82.1           --            0.5
                                                                                    ---------        -----          -----
  Total earned premiums...........................................................  $   118.4    $    16.1      $    28.5
                                                                                    ---------        -----          -----
                                                                                    ---------        -----          -----
 
1994
Premiums:
  Life Insurance..................................................................  $    27.3    $     6.0      $    32.8
  Accident and Health Insurance...................................................        9.3          9.3             --
  Annuities.......................................................................       69.9           --            0.2
                                                                                    ---------        -----          -----
  Total earned premiums...........................................................  $   106.5    $    15.3      $    33.0
                                                                                    ---------        -----          -----
                                                                                    ---------        -----          -----
1993
Premiums:
  Life Insurance..................................................................  $    22.4    $     5.6      $    33.3
  Accident and Health Insurance...................................................       12.9         12.9             --
  Annuities.......................................................................       31.3           --            0.7
                                                                                    ---------        -----          -----
  Total earned premiums...........................................................  $    66.6    $    18.5      $    34.0
                                                                                    ---------        -----          -----
                                                                                    ---------        -----          -----
 
<CAPTION>
 
                                                                                       NET
                                                                                     AMOUNT
                                                                                    ---------
 
<S>                                                                                 <C>
1995
Premiums:
  Life Insurance..................................................................  $    48.2
  Accident and Health Insurance...................................................         --
  Annuities.......................................................................       82.6
                                                                                    ---------
  Total earned premiums...........................................................  $   130.8
                                                                                    ---------
                                                                                    ---------
1994
Premiums:
  Life Insurance..................................................................  $    54.1
  Accident and Health Insurance...................................................         --
  Annuities.......................................................................       70.1
                                                                                    ---------
  Total earned premiums...........................................................  $   124.2
                                                                                    ---------
                                                                                    ---------
1993
Premiums:
  Life Insurance..................................................................  $    50.1
  Accident and Health Insurance...................................................         --
  Annuities.......................................................................       32.0
                                                                                    ---------
  Total earned premiums...........................................................  $    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>







                       STATEMENT OF ADDITIONAL INFORMATION




                           VARIABLE ANNUITY ACCOUNT B




                           VARIABLE ANNUITY CONTRACTS

                                    ISSUED BY

                    AETNA LIFE INSURANCE AND ANNUITY COMPANY

<PAGE>

                              VARIABLE ANNUITY ACCOUNT B
                              PART C - OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
    (a)  Financial Statements:
         (1)    Included in Part A:
                Condensed Financial Information
         (2)    Included in Part B:
                Financial Statements of Variable Annuity Account B:
                -  Independent Auditors' Report
                -  Statement of Assets and Liabilities as of December 31, 1995
                -  Statement of Operations for the year ended December 31, 1995
                -  Statements of Changes in Net Assets for the years ended
                   December 31, 1995 and 1994
                -  Notes to Financial Statements
                Financial Statements of the Depositor:
                -  Independent Auditors' Report
                -  Consolidated Statements of Income for the years ended
                   December 31, 1995, 1994 and 1993
                -  Consolidated Balance Sheets as of December 31, 1995 and 1994
                -  Consolidated Statements of Changes in Shareholder's Equity
                   for the years ended December 31, 1995, 1994 and 1993
                -  Consolidated Statements of Cash Flows for the years ended
                   December 31, 1995, 1994 and 1993
                -  Notes to Consolidated Financial Statements

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

<PAGE>

         (8.3)  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)
         (8.4)  Fund Participation Agreement between Aetna Life Insurance and
                Annuity Company and Fidelity Distribution Corporation (Variable
                Insurance Products Fund II) dated February 1, 1994 and amended
                March 1, 1996(2)
         (8.5)  Fund Participation Agreement between Aetna Life Insurance and
                Annuity Company and Janus Aspen Series dated April 19, 1994 and
                amended March 1, 1996(2)
         (8.6)  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)
         (8.7)  Fund Participation Agreement between Aetna Life Insurance and
                Annuity Company and Advisers Management Trust (now Neuberger &
                Berman Advisers Management Trust) dated April 14, 1989 and as
                assigned and modified on May 1, 1995(2)
         (8.8)  Fund Participation Agreement between Aetna Life Insurance and
                Annuity Company and Scudder Variable Life Investment Fund dated
                April 27, 1992 and amended February 19, 1993 and August 13,
                1993(2)
         (8.9)  Fund Participation Agreement between Aetna Life Insurance and
                Annuity Company, Investors Research Corporation and TCI
                Portfolios, Inc. dated July 29, 1992 and amended December 22,
                1992 and June 1, 1994(2)
         (9)    Opinion of Counsel(6)
         (10.1) Consent of Independent Auditors
         (10.2) Consent of Counsel
         (11)   Not applicable
         (12)   Not applicable
         (13)   Computation of Performance Data(3)
         (14)   Not applicable
         (15.1) Powers of Attorney(7)
         (15.2) Authorization for Signatures(2)
         (27)   Financial Data Schedule

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 Pre-Effective Amendment No. 1 to Registration
    Statement on Form N-4 (File No. 33-88722), as filed electronically on
    November 30, 1995.
4.  Incorporated by reference to Post-Effective Amendment No. 60 to
    Registration Statement on Form N-4 (File No. 2-52449), as filed on February
    24, 1995.
5.  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.
6.  Incorporated by reference to Registrant's 24f-2 Notice for fiscal year
    ended December 31, 1995, as filed electronically on February 29, 1996.

<PAGE>

7.  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.


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.

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

<PAGE>

                                      SIGNATURES

    As required by the Securities Act of 1933, as amended, and the Investment
Company Act of 1940, the Registrant, Variable Annuity Account B of Aetna Life
Insurance and Annuity Company, certifies that it meets the requirements of
Securities Act Rule 485(b) for effectiveness of this Post-Effective Amendment
No. 1 to its Registration Statement on Form N-4 (File No. 33-88722) and has
caused this Post-Effective Amendment No 1 to its Registration Statement on Form
N-4 (File No. 33-88722) to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Hartford, State of Connecticut, on the 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. 1 to the Registration Statement on Form N-4 (File No. 33-88722)
has been signed by the following persons in the capacities and on the dates
indicated.

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

DANIEL P. KEARNEY*   Director and President                     )
- --------------------                                            )
Daniel P. Kearney    (principal executive officer)              )
                                                                )
TIMOTHY A. HOLT*     Director, Senior Vice President and Chief  ) April
- --------------------                                            )
Timothy A. Holt      Financial Officer                          ) 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>

<TABLE>
<CAPTION>

                                 VARIABLE ANNUITY ACCOUNT B
                                       EXHIBIT INDEX

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 of Broker-Dealer Agreement                                       *

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

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

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

99-B.6        Certification 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 Calvert Asset Management Company
               (Calvert Responsibly Invested Balanced Portfolio formerly
               Calvert Socially Responsible Series) dated March 13, 1989 and
               amended December 12, 1993

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

99-B.8.4      Fund Participation Agreement between Aetna Life Insurance and         *
               Annuity Company and Fidelity Distribution Corporation
               (Variable Insurance Products Fund II) dated February 1, 1994
               and amended March 1, 1996

99-B.8.5      Fund Participation Agreement between Aetna Life Insurance and         *
               Annuity Company and Janus Aspen Series dated April 19, 1994
               and amended March 1, 1996

</TABLE>

*Incorporated by reference

<PAGE>

<TABLE>
<CAPTION>

Exhibit No.   Exhibit                                                              Page
- -----------   -------                                                              ----
<S>           <C>                                                                  <C>
99-B.8.6      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

99-B.8.7      Fund Participation Agreement between Aetna Life Insurance and         *
               Annuity Company and Advisers Management Trust (now
               Neuberger & Berman Advisers Management Trust) dated April
               14, 1989 and as assigned and modified on May 1, 1995

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

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

99-B.9        Opinion of Counsel                                                    *

99-B.10.1     Consent of Independent Auditors
                                                                                ----------
99-B.10.2     Consent of Counsel
                                                                                ----------
99-B.13       Computation of Performance Data                                       *

99-B.15.1     Powers of Attorney                                                    *

99-B.15.2     Authorization for Signatures                                          *

27            Financial Data Schedule
                                                                                ---------

</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>
                                 EXHIBIT 10.2

               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. 1 to the Registration Statement on Form N-4
     FILE NOS. 33-88722 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.
1 to the Registration Statement on Form N-4 (File No. 33-88722) 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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