VARIABLE ANNUITY ACCOUNT B OF AETNA LIFE INS & ANNUITY CO, N-4 EL, 1996-08-02

VARIABLE ANNUITY ACCOUNT B OF AETNA LIFE INS & ANNUITY CO
N-4 EL, 1996-08-02

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As filed with the Securities and Exchange Registration No. ________
Commission on August 2, 1996 Registration No. 811-2512

- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-4
- -------------------------------------------------------------------------------
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)

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

The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

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

<PAGE>

VARIABLE ANNUITY ACCOUNT B
CROSS REFERENCE SHEET

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

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

3 Synopsis............................ Profile; Fee Table

4 Condensed Financial Information..... Not applicable

5 General Description of Registrant,
Depositor, and Portfolio Companies.. Other Information; Investment
Options

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

7 General Description of Variable
Annuity Contracts................... The Variable Annuity
Contract; Purchase;
Other Information

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

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

10 Purchases and Contract Value........ Purchase; Valuation of
Annuity Unit Values

11 Redemptions......................... Withdrawals--Access to Your
Money; Free Look Period

12 Taxes............................... Taxes

13 Legal Proceedings................... Not Applicable

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

<PAGE>
Form N-4
Item No. Part B (Statement of Additional Information) Location
------- ------------------------------------------- --------
15 Cover Page.......................... Cover Page

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

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

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

19 Purchase of Securities Being Offered Offering and Purchase of
Contracts

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

21 Calculation of Performance Data..... Not Applicable

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

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

Part C (Other Information)

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

A
FIXED
AND
VARIABLE
SINGLE PREMIUM
IMMEDIATE
ANNUITY

issued by

Aetna Life Insurance
and Annuity Company

The Contract offered in connection with this Prospectus is a combination fixed
and/or variable single premium immediate annuity contract (the "Contract")
issued by Aetna Life Insurance and Annuity Company (the "Company"). The Contract
is designed to provide regular income payments for a certain period or for life
(with or without a guaranteed period) commencing immediately after purchase
under the payment method that you select.

The Contract provides that your Purchase Payment may be allocated to a fixed
dollar option and/or 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:

o Aetna Variable Fund
o Aetna Income Shares
o Aetna Investment Advisers Fund, Inc.
o Aetna Legacy Variable Portfolio
o Alger American Small Cap Portfolio
o Janus Aspen Growth Portfolio
o Janus Aspen Worldwide Growth Portfolio
o Neuberger & Berman Growth Portfolio

The availability of the Funds is subject to applicable regulatory authorization.
Not all Funds may be available in all jurisdictions or under all Contracts.

This Prospectus provides information that you should know before purchasing the
Contract. Additional information about the Contract and the Separate Account is
contained in a Statement of Additional Information ("SAI") dated __________,
1996. 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 12 of this Prospectus. For a free copy of the SAI, call us at (800)
238-6273 or write us at: 151 Farmington Avenue, Hartford, Connecticut 06156,
Attention: ARS Settlements.

PLEASE KEEP THIS PROSPECTUS FOR FUTURE REFERENCE. THIS PROSPECTUS IS VALID ONLY
WHEN ACCOMPANIED BY THE CURRENT PROSPECTUSES OF THE FUNDS.

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

THIS PROSPECTUS IS DATED __________, 1996.

<PAGE>

TABLE OF CONTENTS
=============================================================================

DEFINITIONS.................................................... Definitions-1
PROFILE ...................................................... Profile-1
FEE TABLE...................................................... Fee Table-1

1. THE VARIABLE ANNUITY CONTRACT............................. 1

2. ANNUITY PAYMENTS.......................................... 1
Annuity Elections......................................... 1
Annuity Options........................................... 1
Annuity Payments.......................................... 2
Valuation of Annuity Unit Values.......................... 2

3. PURCHASE.................................................. 3
Purchase Payments......................................... 3
How to Purchase........................................... 3
Allocation of Purchase Payment............................ 3
Free Look Period.......................................... 3

4. INVESTMENT OPTIONS........................................ 4
Fund Availability and Substitution........................ 5
Transfers Among Subaccounts............................... 5

5. CHARGES AND DEDUCTIONS.................................... 5
Mortality and Expense Risk Charge......................... 5
Administrative Charge..................................... 5
Withdrawal Charge ........................................ 5
Fund Expenses............................................. 6
Premium and Other Taxes................................... 6

6. TAXES..................................................... 6
Introduction.............................................. 6
Taxation of Annuity Payments.............................. 6
Taxation of Withdrawals................................... 7
Distributions--Tax-Deferred Annuities..................... 7
Tax Penalty............................................... 7
Nonnatural Owners......................................... 8

7. WITHDRAWALS - ACCESS TO YOUR MONEY........................ 8
Commutation............................................... 8
Commuted Value............................................ 8

8. PERFORMANCE............................................... 8

9. DEATH BENEFIT............................................. 9
Death Benefit Commutation................................. 9

10. OTHER INFORMATION......................................... 9
The Company............................................... 9
The Separate Account...................................... 9
Distribution.............................................. 10
Ownership................................................. 10
Beneficiary............................................... 10
Delay or Suspension of Payments........................... 10
Voting Rights............................................. 10
Modification of the Contract.............................. 11
Financial Statements...................................... 11

CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION............ 12
APPENDIX A - THE FIXED DOLLAR OPTION........................... 13

<PAGE>

DEFINITIONS
===============================================================================

The following terms are defined as they are used in this Prospectus:

Annuitant/Joint Annuitant: An individual named in the contract (1) whose life
determines the amount or continuation of life-contingent payments, and/or (2)
whose death results in the payment of death benefits.

Annuity Payment(s): A series of payments for life, a certain period or a
combination of the two.

Beneficiary(ies): The person or persons who are designated by the Contract
Holder to receive any death benefit proceeds payable under the Contract.

Commutation: The right to receive in a lump sum the present value of all or a
portion of future Guaranteed Payments under a Period Certain Annuity. This
right may be subject to a withdrawal charge.

Commuted Value: The present value of any future Guaranteed Payments which have
not yet been paid under the Contract.

Company (We, Us): Aetna Life Insurance and Annuity Company.

Contract: The individual single premium immediate annuity contract offered in
connection with this Prospectus.

Contract Holder (You): The person to whom the Contract is issued. The Company
reserves the right to limit ownership to natural persons.

Fund(s): An open-end registered management investment company whose shares are
purchased by the Separate Account to fund the benefits provided by the
Contract.

Guaranteed Payment: A payment that is due whether or not the Annuitant, or Joint
Annuitant (if applicable), is alive on the Payment Due Date.

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

LifeAnnuity: An annuity with payments that are based solely on whether or not
the Annuitant, or Joint Annuitant (if applicable), is alive on the Payment Due
Date.

Payee: A person who receives Annuity Payments. The Contract Holder shall be the
Payee unless the Contract Holder designates otherwise in writing.

Payment Due Date: The date on which each Annuity Payment is scheduled to be
paid. Such date can be either monthly, quarterly, semi-annually or annually,
at the election of the Contract Holder.

Period Certain Annuity: An annuity with a specified number of Guaranteed
Payments that are payable whether or not the Annuitant, or Joint Annuitant (if
applicable), is alive on the Payment Due Date.

Separate Account: Variable Annuity Account B, a separate account established by
the Company for the purpose of funding variable annuity contracts issued by
the Company.

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

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

- --------------------------------------------------------------------------------
DEFINITIONS-1

<PAGE>

VARIABLE ANNUITY CONTRACT PROFILE
DATED _______________, 1996

FOR FIXED AND VARIABLE SINGLE PREMIUM IMMEDIATE ANNUITY CONTRACTS
ISSUED BY AETNA LIFE INSURANCE AND ANNUITY COMPANY

===============================================================================
THIS PROFILE IS A SUMMARY OF SOME OF THE MORE IMPORTANT POINTS THAT YOU SHOULD
KNOW AND CONSIDER BEFORE PURCHASING THE CONTRACT. THE CONTRACT IS MORE FULLY
DESCRIBED IN THE FULL PROSPECTUS WHICH ACCOMPANIES THIS PROFILE. PLEASE READ THE
PROSPECTUS CAREFULLY.

1. THE VARIABLE ANNUITY CONTRACT

The fixed and variable single premium immediate annuity contract offered
by the Company represents a contract between you and Aetna Life Insurance and
Annuity Company. The purpose of the Contract is to provide regular income
payments for a certain period or for life (with or without a guaranteed period)
commencing immediately after purchase under the payment method that you select.

A "variable" annuity means that the value of your Annuity Payments can go
up or down depending upon the investment performance of the Subaccounts to which
your Purchase Payment is allocated. This Contract offers you a fixed dollar
option and a choice of eight different Subaccounts, of which you can choose to
invest in four at any one time. You should carefully assess the risks of
variable investing.

2. ANNUITY PAYMENTS

Annuity Payments may be made on either a fixed, variable or combination
fixed and variable basis. If a variable payout is selected, the payments will
vary with the investment performance of the Subaccount(s) selected. You have the
right to select the payment plan, or "Annuity Option," under which Annuity
Payments are to be made. These Options can provide payments for life or for the
joint lives of two Annuitants, with or without a Guaranteed Period, or for a
certain period or number of payments.

3. PURCHASE

You may purchase the Contract with a single Purchase Payment of $5,000 or
more. Your registered representative can help you fill out the proper forms.

The Contract is available to persons who wish to receive annuity income
payments. Contracts may be issued on a nonqualified basis. Contracts may also be
issued in connection with employer sponsored Section 401(a), Section 403(b) and
Section 457 plans, or as an Individual Retirement Annuity (IRA).

The maximum issue age is 75. The Company reserves the right to modify the
maximum issue age.

4. INVESTMENT OPTIONS

You can put all or some of your money in up to four Subaccounts. These
Subaccounts invest directly in shares of the following Funds:

Each of the Funds is fully described in a separate Fund prospectus.
Depending on market conditions, you can make or lose money in any of these
Funds.

You may make transfers among the Subaccounts at any time. The Company
reserves the right to limit such transfers to four (4) in any calendar year.
Aetna may establish a minimum transfer amount.

You can also put all or some of your money into a fixed dollar option
which guarantees a fixed

- -------------------------------------------------------------------------------
PROFILE-1
<PAGE>
payment, as specified in the Contract. The fixed dollar option is described in
Appendix A to the Prospectus. Transfers are currently not permitted into or out
of the fixed dollar option.

5. CHARGES AND DEDUCTIONS

The Contract has insurance features and investment features, and there are
costs related to each. The Company deducts 1.25% of the average daily value of
your Contract that is allocated to the Separate Account for mortality and
expense risk charges. The Company may also deduct a daily administrative charge
of up to 0.25%; however, this charge is currently waived.

There are also charges deducted from each of the Funds. These charges
currently range from 0.48% to 0.94% and cover each Fund's investment advisory
fees and other related expenses.

A withdrawal charge may apply if you elect to receive the Commuted Value
under a Period Certain Annuity.

The following table illustrates the total annual expenses that you will
bear under the Contract. Please also refer to the Fee Table in the Prospectus
for additional information on these expenses.

- -----------------------------------------------------
Total Total
Separate Total Annual
Account Fund Contract
Subaccount Charges Expenses Charges
- -----------------------------------------------------
Aetna Variable Fund 1.25% 0.56% 1.81%
Aetna Income Shares 1.25% 0.48% 1.73%
Aetna Investment 1.25% 0.58% 1.83%
Advisers Fund, Inc.
Aetna Legacy 1.25% 0.75% 2.00%
Variable Portfolio
Alger Small Cap Port. 1.25% 0.92% 2.17%
Janus Growth Portfolio 1.25% 0.78% 2.03%
Janus Worldwide 1.25% 0.90% 2.15%
Growth Portfolio
Neuberger & Berman 1.25% 0.94% 2.19%
Growth Portfolio
- -----------------------------------------------------

6. TAXES

All or a portion of each Annuity Payment will generally be includable in
gross income and subject to federal income tax. A 10% federal tax penalty may be
imposed on certain Annuity Payments or withdrawals.

7. ACCESS TO YOUR MONEY

Under a variable Period Certain Annuity, you may elect to receive the
Commuted Value of all or a portion of future Guaranteed Payments, less any
applicable withdrawal charge. The Commuted Value will be determined as of the
Valuation Date next following the Company's receipt of your written request for
Commutation. Withdrawals during the free look period will not incur a withdrawal
charge. Withdrawals may also be subject to income tax and a federal tax penalty.

8. PERFORMANCE

The value of the variable portion of this Contract will vary up or down
depending upon the investment performance of the Subaccounts you choose. The
Appendix to this Profile illustrates the hypothetical values of Annuity Payments
made from each of the Subaccounts during the time periods shown based on the
historical net asset values of the Funds. These numbers reflect the mortality
and expense risk charge, as well as the advisory fees and other expenses of the
Funds. Past performance is not a guarantee of future results.

9. DEATH BENEFIT

A death benefit may be payable if your Contract is issued under certain
Annuity Options. The death benefit is the right to receive any remaining
Guaranteed Payments. The death benefit is payable upon the death of the
Annuitant, or the survivor if there is a Joint Annuitant. Under Lifetime Annuity
Options with Guaranteed Payments, the Beneficiary may elect, within six months
of such death, to receive the Commuted Value of any remaining Guaranteed
Payments. However, under a Period Certain Annuity, the Beneficiary may make such
election at any time. No withdrawal charge will apply to the Commuted Value of
the death benefit.

10. OTHER INFORMATION

Ownership. You are the Contract Holder and you own and hold all right,
title and interest in the Contract during the lifetime of the Annuitant, and the
Joint Annuitant, if applicable. You may change ownership of the Contract to the
extent permitted by law. Any choices selected under, or changes made to,

- -------------------------------------------------------------------------------
PROFILE-2
<PAGE>

the Contract must be in writing. The Company reserves the right to limit
ownership to natural persons.

Free Look Period. If you cancel the Contract within 10 days after
receiving it (or whatever period is required in your state), we will return your
money without assessing a withdrawal charge. You will receive whatever your
Contract is worth on the day we receive your request, less any Annuity Payments
already made. This amount may be more or less than your original Purchase
Payment.

Fixed Dollar Option. You may elect to allocate all or a portion of your
Purchase Payment to a fixed dollar option under a Life Annuity or a Period
Certain Annuity on a lifetime or a nonlifetime basis. The fixed dollar option
guarantees a fixed payment for the term of your Contract. If you choose a fixed
Period Certain Annuity, you may also purchase a right of Commutation which is
exercisable once a year after the end of the first Contract year. A withdrawal
charge will be deducted from the Commuted Value at the start of the second year
through the end of the seventh year after the Contract Effective Date.

11. INQUIRIES

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

o Write to: Aetna Life Insurance and Annuity
Company
151 Farmington Avenue
Hartford, Connecticut 06156
Attention: ARS Settlements

o Telephone: 1-800-238-6273

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PROFILE-3

<PAGE>

APPENDIX
HYPOTHETICAL PERFORMANCE INFORMATION
===============================================================================

The following tables have been prepared to show how investment performance
affects variable annuity income payments over time. The tables illustrate
hypothetical values that would have resulted under a Contract had you been
receiving Annuity Payments during the periods indicated. The values are based on
the actual historical net asset values of the Funds, net of advisory fees and
other expenses actually charged for those periods. The annuity payment values
assume a single purchase payment of $10,000 and the selection of a 10-year
Period Certain Annuity. These values also reflect the deduction of the 1.25%
mortality and expense risk charge, but do not reflect the impact of any
withdrawal charge.

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
AETNA VARIABLE FUND

Value of Hypothetical Annual Variable Annuity Payments
------------------------------------------------------
Year Ending Payment Year Ending Payment Year Ending Payment
December 31 Amount December 31 Amount December 31 Amount
----------- ------ ----------- ------ ----------- ------
<S> <C> <C> <C> <C> <C>
1995 1988 1981
1994 1987 1980
1993 1986 1979
1992 1985 1978
1991 1984 1977
1990 1983 1976
1989 1982 1975
- -----------------------------------------------------------------------------------------------------
AETNA INCOME SHARES

Value of Hypothetical Annual Variable Annuity Payments
------------------------------------------------------
Year Ending Payment Year Ending Payment Year Ending Payment
December 31 Amount December 31 Amount December 31 Amount
----------- ------ ----------- ------ ----------- ------
1995 1989 1983
1994 1988 1982
1993 1987 1981
1992 1986 1980
1991 1985 1979
1990 1984 1978
- -----------------------------------------------------------------------------------------------------
AETNA INVESTMENT ADVISERS FUND, INC.

Value of Hypothetical Annual Variable Annuity Payments
------------------------------------------------------
Year Ending Payment Year Ending Payment Year Ending Payment
December 31 Amount December 31 Amount December 31 Amount
----------- ------ ----------- ------ ----------- ------
1995 1992 1989
1994 1991
1993 1990
- -----------------------------------------------------------------------------------------------------
</TABLE>
- -------------------------------------------------------------------------------
PROFILE-4
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------

AETNA LEGACY VARIABLE PORTFOLIO

Value of Hypothetical Annual Variable Annuity Payments

Year Ending Payment Year Ending Payment Year Ending Payment
December 31 Amount December 31 Amount December 31 Amount
----------- ------ ----------- ------ ----------- ------
<S> <C> <C> <C> <C> <C>
1995 1988 1981
- -----------------------------------------------------------------------------------------------------

ALGER AMERICAN SMALL CAP PORTFOLIO

Value of Hypothetical Annual Variable Annuity Payments

Year Ending Payment Year Ending Payment Year Ending Payment
December 31 Amount December 31 Amount December 31 Amount
----------- ------ ----------- ------ ----------- ------
1995 1992 1989
1994 1991 1988
1993 1990
- ------------------ ---------------- ---------------- ----------------- ---------------- -------------

JANUS ASPEN GROWTH PORTFOLIO

Value of Hypothetical Annual Variable Annuity Payments

JANUS ASPEN WORLDWIDE GROWTH PORTFOLIO

Value of Hypothetical Annual Variable Annuity Payments

NEUBERGER & BERMAN GROWTH PORTFOLIO

Value of Hypothetical Annual Variable Annuity Payments

Year Ending Payment Year Ending Payment Year Ending Payment
December 31 Amount December 31 Amount December 31 Amount
----------- ------ ----------- ------ ----------- ------
1995 1991 1987
1994 1990 1986
1993 1989 1985
1992 1988
- ---------------------------------------------------------------------------------------------------------
</TABLE>
- -------------------------------------------------------------------------------
PROFILE-5
<PAGE>

FEE TABLE
===============================================================================

This information is intended to help you understand the various costs and
expenses incurred directly or indirectly under your Contract. The table reflects
expenses of the Subaccounts as well as of the Funds. Some expenses may vary as
explained under "Charges and Deductions." Charges shown do not include premium
taxes that may be applicable. For more information regarding fees and expenses
paid out of the assets of a particular Fund, see the Fund's prospectus.

SEPARATE ACCOUNT ANNUAL EXPENSES

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

Mortality and Expense Risk Charge 1.25%

Administrative Charge (1) 0.00%
-------

Total Separate Account Annual Expenses 1.25%

WITHDRAWAL CHARGE

Under a variable Period Certain Annuity, Commutations are subject to the
following charges:

Number of years from Withdrawal Charge
Contract Effective Date % of Commuted Value (2)
----------------------- --------------------
Fewer than 1 5%
1 or more, but fewer than 2 5%
2 or more, but fewer than 3 4%
3 or more, but fewer than 4 4%
4 or more, but fewer than 5 3%
5 or more, but fewer than 6 2%
6 or more, but fewer than 7 1%
7 or more 0%

(1) We currently do not impose an administrative 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%.

(2) The Company will monitor the applicable deductions for the total sales
charges to ensure they will never exceed 8.5% of the Purchase Payment.

- -------------------------------------------------------------------------------
FEE TABLE-1
<PAGE>

ANNUAL EXPENSES OF THE FUNDS

The following table illustrates the advisory fees and other expenses applicable
to the Funds. These figures are a percentage of each Fund's average net assets
and, except as noted, are based on figures for the year ended December 31, 1995.
A Fund's "Other Expenses" include operating costs of the Fund. Advisory fees and
other expenses are deducted from each Fund's net asset value and are not
deducted from the value of your Contract.

<TABLE>
<CAPTION>
Investment
Advisory Fees (1) Other Expenses
(after expense (after expense Total Fund
reimbursement) reimbursement) Annual Expenses
------------- ------------- ---------------
<S> <C> <C> <C>
Aetna Variable Fund (2) 0.50% 0.06% 0.56%
Aetna Income Shares (2) 0.40% 0.08% 0.48%
Aetna Investment Advisers Fund, Inc. (2) 0.50% 0.08% 0.58%
Aetna Legacy Variable Portfolio (2) 0.60% 0.15% 0.75%
Alger American Small Cap Portfolio 0.85% 0.07% 0.92%
Janus Aspen Growth Portfolio (3) 0.65% 0.13% 0.78%
Janus Aspen Worldwide Growth Portfolio (3) 0.68% 0.22% 0.90%
Neuberger & Berman Growth Portfolio (4) 0.84% 0.10% 0.94%
</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 provides administrative services to the Fund
and assumes 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. The investment advisory fees reflect the fees in
effect as of August 1, 1996.

(3) The information for each Portfolio is net of fee waivers or reductions from
Janus Capital Corporation. Fee reductions for the 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 the management fee and then against other expenses. 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: 0.85%, 0.13% and 0.98%, respectively, for Janus Aspen
Growth 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.

(4) Neuberger & Berman Advisers Management Trust (the "Trust") is divided into
portfolios ("Portfolios"), each of which invests all of its net investment
assets in a corresponding series ("Series") of Advisers Management Trust.
Expenses in the table reflect expenses of the Portfolio and include the
Portfolio's pro rata portion of the operating expenses of the Portfolio's
corresponding Series. The Portfolio pays Neuberger & Berman Management Inc.
("NBMI") an administration fee based on the Portfolio's net asset value. The
corresponding Series of the Portfolio pays NBMI a management fee based on
the Series' average daily net assets. Accordingly, this table combines
management fees at the Series level and administration fees at the Portfolio
level in a unified fee rate. (See "Expenses" in the Trust's prospectus.)

CONDENSED FINANCIAL INFORMATION

Condensed Financial Information showing accumulation unit values is not included
in this Prospectus because the Contract includes only immediate annuity
benefits.

- -------------------------------------------------------------------------------
FEE TABLE-2
<PAGE>
1. THE VARIABLE ANNUITY CONTRACT
================================================================================

The fixed and variable single premium immediate annuity contract offered
by the Company represents a contract between you and Aetna Life Insurance and
Annuity Company, an insurance company. The purpose of the Contract is to provide
regular income payments for a certain period or for life (with or without a
guaranteed period) commencing immediately after purchase under the payment
method that you select.

You must select one of the annuity income options described in Section 2
below. Additionally, you may allocate your Purchase Payment to up to four of the
eight different Subaccounts listed in Section 4 below, or to the fixed dollar
option described in Appendix A to the Prospectus.

Specific information on how to purchase a contract and to whom the
contract is available is discussed in Section 3.

2. ANNUITY PAYMENTS
===============================================================================

ANNUITY ELECTIONS

Under the Contract, the Company will make regular income payments to you
or to a Payee you designate in writing. You can choose to have payments made on
a monthly, quarterly, semi-annual or annual basis. The first payment will
generally be due on the last day of the payment period you select. If an annual
frequency is elected, the payment will be due one day before one year after the
Contract Effective Date. An alternate first payment date may be elected subject
to the Company's approval and compliance with IRS regulations.

If you choose to have any portion of your Annuity Payments come from the
Subaccounts, the dollar amount of your payment will depend upon three things:
(1) the value of that portion of your Contract that is allocated to the
Subaccounts on the Annuity Date; (2) the Assumed Annual Net Return Rate that you
select; and (3) the performance of the Subaccounts that you select. If the net
return rate of the Subaccounts exceeds the Assumed Annual Net Return Rate stated
in your Contract, your Annuity Payments will increase. Conversely, if the net
return rate of the Subaccounts is less than the Assumed Annual Net Return Rate,
your Annuity Payments will decrease.

ANNUITY OPTIONS

You must choose one of the following Annuity Options. The option may not
be changed after the Contract is issued.

The options are listed in two groups: Lifetime and Nonlifetime. A Lifetime
Annuity Option means that Annuity Payments are based on the life of one or two
Annuitants and will continue for as long as such Annuitant(s) is alive. A
Nonlifetime Annuity Option means that Annuity Payments are guaranteed to
continue for a certain period; the continuation of payments under such option is
not based on the continued life of the Annuitant(s).

LIFETIME ANNUITY OPTIONS:

o Option 1 - Single Life Annuity - A stream of Annuity Payments that is
payable for the life of the Annuitant. Payments cease upon the death of the
Annuitant.

o Option 2 - Single Life Annuity with Guaranteed Payments - A stream of
Annuity Payments that is payable for the life of the Annuitant. If the
Annuitant dies prior to the payment of all of the Guaranteed Payments, any
remaining payments will be made to the Beneficiary.

o Option 3 - Joint and Survivor Annuity - A stream of Annuity Payments that
is payable for the lives of the Annuitant and Joint Annuitant. Upon the
death of either Annuitant, payments continue for the life of the survivor at
the full or reduced amount depending upon the option elected. Payments cease
upon the death of the survivor.

o Option 4 - Joint and Full Survivor Annuity with Guaranteed Payments - A
stream of Annuity Payments that is payable for the lives of the Annuitant
and the Joint Annuitant. Upon the death of either Annuitant, the full
payment continues for the life of the survivor. If the survivor dies prior
to the payment of all of the Guaranteed Payments, any remaining Guaranteed
Payments will be paid to the Beneficiary.

o Option 5 - Joint and Contingent Annuity - A stream of

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Annuity Payments that is payable for the lives of the Annuitant and the
Joint Annuitant. If the Annuitant is the first to die, payments continue
for the life of the Joint Annuitant at a reduced amount. If the Joint
Annuitant is the first to die, the full payment continues for the life of
the Annuitant. Payments cease upon the death of the survivor.

If you elect Lifetime Option 1, 3 or 5, it is possible that no Annuity Payments
would be made if the Annuitant under Option 1, or the survivor under Option 3 or
5, dies prior to the first Annuity Payment Date. Lifetime Annuity Options do not
provide for any withdrawal rights.

NONLIFETIME ANNUITY OPTIONS:

o Option 6 - Period Certain - A stream of Annuity Payments that continues for
a certain period of time, as provided under your Contract. Payments are
guaranteed for the number of Guaranteed Payments selected, and cease after
the selected number of Guaranteed Payments have been made.

If Option 6 is elected on a variable basis, you may request to receive the
Commuted Value at any time. Any such withdrawal may be subject to a withdrawal
charge. (See Section 5, "Charges and Deductions - Withdrawal Charge.")

ANNUITY PAYMENTS

Duration of Payments. Guaranteed Payments under a qualified annuity
contract may not extend beyond (a) the life expectancy of the Annuitant, or (b)
the joint life expectancies of the Annuitant and Beneficiary. In any event,
qualified contract Annuity Payments must comply with the minimum distribution
requirements of Code Section 401(a)(9).

Amount of Each Annuity Payment. The amount of each payment depends on (1)
the amount of your Purchase Payment, (2) how you allocate the Purchase Payment
between the fixed dollar option and the Subaccounts, and (3) the Annuity Option
and any features chosen. The initial Annuity Payment must be at least $50 per
month, or aggregate to $250 per year for payments of any other frequency.

For any portion of your Annuity Payments that is made on a variable basis,
the first and subsequent payments will vary depending on the Assumed Annual Net
Return Rate (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 return rate on the Subaccounts in which you have invested exceeds
5% on an annualized basis. Annuity Payments would decline if the net return rate
was below 5%. Use of the 3 1/2% Assumed Annual Net Return Rate causes a lower
first payment, but subsequent payments would increase more rapidly or decline
more slowly as changes occur in the net return rate. (See the Statement of
Additional Information for further discussion on the impact of selecting an
Assumed Annual Net Return Rate.)

VALUATION OF ANNUITY UNIT VALUES

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

Net Return Factor. The net return factor is used to measure the investment
performance of a Subaccount from one Valuation Date to the next. The net return
factor for a Subaccount for any valuation period is equal to the sum of 1.000000
plus the net return rate. The net return rate equals:

(a) the value of the shares of the Fund held by the Subaccount
on the current Valuation Date, minus

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

(d) divided by the total value of the Subaccount's Annuity Units
on the preceding Valuation Date;

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

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

3. PURCHASE
===============================================================================

PURCHASE PAYMENTS

A "Purchase Payment" is the money that you give us to buy the Contract.
The minimum amount that we will accept is $5,000. The Contract is designed to be
a single premium contract, which means that no additional payments may be made
under the Contract. The Company reserves the right to establish a maximum
Purchase Payment amount and to reject any Purchase Payment exceeding the
maximum.

The maximum issue age is (75). The Company reserves the right to modify
the maximum issue age.

HOW TO PURCHASE

You may purchase a Contract by submitting an application to the Company.
The Company must accept or reject the application within two business days of
receipt. If the application is incomplete, the Company may hold any forms and
accompanying Purchase Payment for five days. A Purchase Payment may be held for
longer periods only with your consent, pending acceptance of the forms. Any
Purchase Payment accompanying the application, or received prior to the
acceptance of the application, will be invested as of the date of acceptance. If
the application is rejected, the application and any Purchase Payment will be
returned.

ALLOCATION OF PURCHASE PAYMENT

Your Purchase Payment less applicable premium taxes ("Net Purchase
Payment") will be allocated among the investment options that you designate on
your application. You may select up to four Subaccounts from the available fund
choices. You may also select a fixed dollar option and allocate all or a portion
of your Purchase Payment to the Company's general account. Allocations must be
in whole percentages. You may change your fund choices after the Contract is
issued by calling or writing to the Company at its Home Office. The Company
reserves the right to restrict fund transfers to no more than four in any
calendar year and to establish a minimum transfer amount.

FREE LOOK PERIOD

If you change your mind about owning this Contract, you have the right to
cancel it within 10 days of receiving it (or such longer period of time as may
be required by your state). To exercise your right to cancel, both the Contract
and a written notice of cancellation should be sent to the Company at its Home
Office. If you cancel the Contract during this time period, you will not be
assessed with a withdrawal charge. Following cancellation, you will receive back
whatever your Contract is worth on the day we receive your request for
cancellation, less any Annuity Payments already made. In certain states (or if
you have purchased the Contract as an IRA), we may be required to give you back
your entire Purchase Payment.

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-3-
<PAGE>

4. INVESTMENT OPTIONS
===============================================================================

The Contract offers 8 different variable investment options through the
Separate Account. 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. Your Purchase Payment
may be allocated to up to four of the Subaccounts as designated on the
application. You may also allocate all or a portion of your Purchase Payment to
the fixed dollar option. Please refer to Appendix A for a description of the
fixed dollar option.

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.

o Aetna Variable Fund seeks to maximize total return through investments in a
diversified portfolio of common stocks and securities convertible into
common stock. (1)

o Aetna Income Shares seeks to maximize total return, consistent with
reasonable risk, through investments in a diversified portfolio consisting
primarily of debt securities. (1)

o 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)

o 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)

o Alger American Fund - Alger American Small Capitalization Portfolio seeks
capital return through investment in common stock of smaller companies
offering the potential for significant price gain. The Portfolio invests at
least 65% of its net assets in equity securities of companies that have
total market capitalization of less than $1 billion at the time of
purchase.(2)

o 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. (3)

o 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. (3)

o Neuberger & Berman Advisers Management Trust - Growth Portfolio seeks
capital appreciation without regard to income. The Portfolio generally
invests in securities believed to have the maximum potential for long-term
capital appreciation. The Portfolio expects to be almost fully invested in
common stocks, often of companies that may be temporarily out of favor in
the market. (4)

Investment Advisers for each of the Funds:

(1) Aetna Life Insurance and Annuity Company (investment adviser); Aeltus
Investment Management, Inc. (sub-adviser)

(2) Fred Alger Management, Inc.

(3) Janus Capital Corporation

(4) Neuberger & Berman Management Inc. (investment manager);
Neuberger & Berman, L.P. (sub-adviser)

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.

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<PAGE>

FUND AVAILABILITY AND SUBSTITUTION

The availability of Funds may be subject to regulatory authorization. In
addition, the Company may add or withdraw Funds, as permitted by applicable law.
Not all Funds may be available in all jurisdictions or under all Contracts.

If the shares of any Fund should no longer be available for investment by
the Separate Account, or if, in the judgment of the Company, further investments
in such shares should become inappropriate under this type of Contract, we may
cease to make such Fund shares available for investment under the Contract on a
prospective basis. In addition, the Company may substitute shares of another
Fund for shares already acquired. The Company reserves the right to substitute
shares of another Fund for shares already acquired without a proxy vote. Any
elimination, substitution or addition of Funds will be done in accordance with
applicable state or federal securities laws.

TRANSFERS AMONG SUBACCOUNTS

Generally, you may make transfers among the Subaccounts at any time. The
Company reserves the right to limit such transfers to four (4) in any calendar
year. Transfers are currently not permitted into or out of the fixed dollar
option.

5. CHARGES AND DEDUCTIONS
===============================================================================

There are charges and other expenses associated with the Contract that reduce
the amount of your Annuity Payments. These charges and expenses are as follows:

MORTALITY AND EXPENSE RISK CHARGE

The Company makes a daily deduction from each of the Subaccounts for the
mortality and expense risk charge. The charge is equal, on an annual basis, to
1.25% of the daily net assets of the Subaccounts and compensates the Company for
the assumption of mortality and/or expense risks under the Contract. The
mortality risks are those assumed for any promise to make lifetime payments. 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 expenses relating to the Contracts, and may also be used as
a source of profit to the Company. The Company expects to make a profit from the
mortality and expense risk charge.

ADMINISTRATIVE CHARGE

The Company reserves the right to make a deduction from each of the
Subaccounts for an administrative charge. Under the Contract, the administrative
charge may be an amount equal, on an annual basis, to not more than 0.25% of the
daily net assets of the Subaccounts. There is currently no administrative charge
assessed under the Contract. Once an administrative charge is established for
your Contract, it may not be increased.

If an administrative charge is assessed, it will be 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.

WITHDRAWAL CHARGE

The withdrawal charge is, in effect, a deferred sales charge. It is
imposed upon the surrender (Commutation) or withdrawal (partial Commutation) of
the remaining Guaranteed Payments under a Period Certain Annuity at any time
before the last Guaranteed Payment is made and while the Annuitant is living.
The amount paid is equal to the Commuted Value minus the applicable withdrawal
charge. The withdrawal charge is imposed to reimburse the Company for
unrecovered acquisition and distribution costs.

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-5-
<PAGE>

The schedule for the calculation of the withdrawal charge is:

Withdrawal Charge
Number of years from Percentage of
Contract Effective Date Commuted Value
----------------------- --------------
Fewer than 1 5%
1 or more, but fewer than 2 5%
2 or more, but fewer than 3 4%
3 or more, but fewer than 4 4%
4 or more, but fewer than 5 3%
5 or more, but fewer than 6 2%
6 or more, but fewer than 7 1%
7 or more 0%

Reduction or Elimination of the Withdrawal Charge. We may reduce or
eliminate the withdrawal charge when sales of the Contract are made to
individuals or a group of individuals in such a manner that results in savings
of sales expenses. The entitlement to such a reduction in the withdrawal charge
will be based on the following criteria:

(a) the size and type of group of individuals to whom the Contract is offered;
or

(b) whether there is a prior or existing relationship with the Company such
as being an employee of the Company or one of its affiliates, receiving
distributions or making internal transfers from other Contracts issued by
the Company or one of its affiliates, or making transfers of amounts held
under qualified plans sponsored by the Company or an affiliate.

Any reduction or elimination of the withdrawal charge will not be unfairly
discriminatory against any person.

FUND EXPENSES

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

PREMIUM AND OTHER TAXES

Several states and municipalities impose a premium tax based on the amount
of your Purchase Payment. These taxes currently range from 0% to 3.5%. The
Company will deduct premium taxes from your Purchase Payment at the Contract
Effective Date. Under certain circumstances, the Company reserves the right not
to deduct premium taxes where the Purchase Payment is provided through an
internal transfer from an annuity or other contract issued by the Company (or
one of its affiliates) under which the Company previously deducted premium tax.

6. TAXES
================================================================================

INTRODUCTION

The Company has prepared the following as a general discussion on federal
taxes. This discussion is not intended as tax advice to any individual. Any
person concerned about tax implications should consult a tax adviser before
investing and before electing any Commutation feature permitted under the
Contract.

TAXATION OF ANNUITY PAYMENTS

Nonqualified Contracts. Section 72 of the Internal Revenue Code ("Code")
governs taxation of annuities. In general, under a nonqualified contract, only
the portion of the Annuity Payment that represents the amount by which the
expected return exceeds the "investment in the contract" will be taxed. After
the "investment in the contract" is recovered, the full amount of any additional
Annuity Payments is taxable. For variable Annuity Payments, the non-taxable
portion of each payment is generally determined by dividing the "investment in
the contract" (generally, your Purchase Payment) by the total number of expected
Annuity Payments. For fixed Annuity Payments, the non-taxable portion is
determined by a ratio your "investment in the contract" bears to the total
dollar amount of expected Annuity Payments. Under either a variable or a fixed
annuity, once the "investment in the contract" has been fully recovered, the
full amount of each additional Annuity Payment is taxable. If Annuity Payments
cease as a result of an Annuitant's death before full recovery of the
"investment in the contract," you should consult a competent tax adviser
regarding deductibility of the unrecovered amount.

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6
<PAGE>
Qualified Contracts. The taxation of Annuity Payments under a nonqualified
contract described above does not apply to "qualified" contracts. Qualified
contracts are contracts issued in conjunction with an Individual Retirement
Annuity (IRA), a Code Section 403(b) Tax Deferred Annuity, a Code Section 457
deferred compensation plan or a Code Section 401(a) or 401(k) pension or profit
sharing plan. Generally, the entire Annuity Payment received is taxable. Any
portion of the Annuity Payment attributable to after-tax employee contributions
to the plan is not taxable. Any portion of an Annuity Payment that is an
"eligible rollover distribution" and that is properly rolled over to another
plan of the same type or to an IRA also is not taxable. An Annuity Payment made
in connection with a Section 403(b) Tax Deferred Annuity or a Section 401(a) or
401(k) pension or profit-sharing plan can be an "eligible rollover distribution"
only if made under a Period Certain Annuity having a period of less than ten
years and only to the extent that the Annuity Payment (1) is not attributable to
after-tax contributions or (2) is not a required minimum distribution under Code
Section 401(a)(9). If any portion of an eligible rollover distribution is paid
to the employee, the Company is required to withhold 20% of that amount as
federal income tax withholding.

TAXATION OF WITHDRAWALS

If the Commuted Value of all or any portion of the Guaranteed Payments is
withdrawn or distributed as a death benefit, the amount received will be taxed
as "an amount not received as an annuity."

Nonqualified Contracts. If received under a nonqualified contract, the
Commuted Value is generally includable in gross income to the extent that there
is income on the contract. Income on the contract means the excess of the
Commuted Value of the contract (determined without regard to any withdrawal
charge) immediately before the amount is received over the investment in the
contract at such time.

Qualified Contracts. Generally, any distribution under a qualified
contract is fully taxable upon receipt. If the distribution is made in
connection with a Section 403(b) Tax Deferred Annuity or a Section 401(a)
pension or profit sharing plan, it may not be taxable if attributable to
after-tax contributions or if the distribution is an "eligible rollover
distribution" (as defined above) that is properly rolled over to another
contract or plan of the same type or to an IRA.

DISTRIBUTIONS - TAX-DEFERRED ANNUITIES

The Code limits the distribution of amounts contributed on or after
January 1, 1989 under a salary reduction agreement to a Section 403(b) Tax
Deferred Annuity. In general, such distributions can only be made if the
participant has attained age 59 1/2, separates from service, dies or becomes
disabled (as defined in the Code).

TAX PENALTY

The Code provides that any amount received under a qualified or
nonqualified annuity contract may be subject to a premature distribution penalty
equal to 10% of the amount that is includable in income.

Because some of the exceptions to the 10% penalty discussed below require
that the payment or distribution be part of a series of "substantially equal
periodic payments," your selection of an increasing annuity or receipt of the
Commuted Value may be subject to the 10% penalty unless one of the other
exceptions applies. You should consult with a tax adviser to determine how this
will affect your tax liability.

Nonqualified Contracts. There is an except-ion to the tax penalty for
nonqualified contracts if the payment is made under an immediate annuity
contract. An immediate annuity is defined as a contract that (1) is purchased
with a single premium, (2) has an annuity starting date no later than one year
from the date of purchase, and (3) provides for a series of substantially equal
periodic payments to be made no less frequently than annually over the annuity
period. However, the IRS has ruled that where an immediate annuity contract is
received in exchange for a deferred annuity contract pursuant to a Section 1035
exchange, the immediate annuity contract does not qualify for this exception to
the 10% penalty.

In addition to the immediate annuity exception, the 10% penalty also does
not apply to (1) payments made on or after the date the taxpayer becomes age
59 1/2>, (2) any payment attributable to the taxpayer becoming disabled (as
defined by the Code), (3) any payment made on or after the death of the Contract
Holder, or (4) any payment which is part of a series of

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7
<PAGE>

substantially equal periodic payments made at least annually for the life or
life expectancy of the taxpayer or the joint lives or joint life expectancies of
the taxpayer and his designated Beneficiary. (Modification of the series of
payments prior to the later of age 59 1/2 or 5 years may result in an additional
tax in the year of modification equal to the penalty which would have been
imposed, plus interest, if the exception had not applied.)

Qualified Contracts. The 10% penalty may apply to amounts received under a
qualified contract, other than a contract issued in conjunction with a Section
457 deferred compensation plan. The 10% penalty does not apply to distributions
that are (1) made on or after the date the employee attains age 59 1/2, (2)
made to a Beneficiary on or after the death of the employee, (3) attributable to
the employee's disability (as defined by the Code), (4) made to an employee
after separation from service after age 55 (not applicable to an IRA), or (5)
part of a series of substantially equal periodic payments made at least annually
for the life or life expectancy of the employee or the joint lives or joint life
expectancies of the employee and a designated Beneficiary. (Modification of the
series of payments prior to the later of age 59 1/2 or 5 years may result in
an additional tax in the year of modification equal to the penalty which would
have been imposed, plus interest, if the exception had not applied.)

NONNATURAL OWNERS

If a nonqualified contract is owned by a person who is not a natural
person, the contract is not treated as an annuity contract for income tax
purposes and the "income on the contract" for the taxable year is currently
taxable as ordinary income. This rule does not apply to an immediate annuity,
which is defined in the same way as for 10% penalty purposes. (See "Tax Penalty"
above.) Therefore, if you elect an increasing annuity or elect to receive the
Commuted Value, you should consult with a tax adviser to determine how this will
affect your tax liability.

This rule also does not apply to a trust or other entity which holds the
contract solely as an agent for a natural person (other than an employer which
holds for the benefit of employees). The rule also does not apply to qualified
contracts (other than a contract held in connection with a Section 457 deferred
compensation plan).

A tax-exempt organization should consult with its tax adviser regarding
treatment of "income on the contract" for purposes of the unrelated business
income tax.

7. WITHDRAWALS - ACCESS TO YOUR MONEY
===============================================================================

COMMUTATION

If you elect a Period Certain Annuity, you may elect to receive the
Commuted Value of all or a portion of the Guaranteed Payments, less any
applicable withdrawal charge. Commuted Value means the present value of any
remaining Guaranteed Payments which have not yet been paid under the Contract.
If a portion of the Guaranteed Payments under a variable Period Certain Annuity
is commuted, the remaining Annuity Payments will be reduced pro rata from all of
the Subaccounts unless you designate otherwise Commutations may be subject to a
withdrawal charge as described in Section 5 "Charges and Deductions."

COMMUTED VALUE

Under the Period Certain Annuity, the Commuted Value is equal to the
present value of the remaining Guaranteed Payments calculated using the Assumed
Annual Net Return Rate stated in the Contract. All Commuted Values will be
determined as of the Valuation Date next following the date on which a written
request for Commutation is received in good order by the Company at its Home
Office.

8. PERFORMANCE
===============================================================================

The Company may illustrate the hypothetical values of Annuity Payments
made from each of the Subaccounts during the time periods shown based on the
historical net asset values of the Funds. These numbers reflect the mortality
and expense risk charge, as well as the advisory fees and other expenses of the

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8
<PAGE>

Funds. Please see the Appendix to the Profile for values for the period ending
__________.

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

9. DEATH BENEFIT
===============================================================================

The following describes the death benefit provision applicable to variable
Annuity Payments under the Contract. For information on the death benefit
provision applicable to the fixed dollar option under the Contract, please refer
to Appendix A.

A death benefit may be payable if your Contract is issued under (i) a
Single Life Annuity with Guaranteed Payments (Option 2), (ii) a Joint and Full
Survivor Annuity with Guaranteed Payments (Option 4), or (iii) a Period Certain
Annuity (Option 6). The death benefit is payable upon the death of the
Annuitant, or the death of the survivor if there is a Joint Annuitant.

If the Annuitant dies, or if the survivor under a Joint Annuity Option
dies, any remaining Guaranteed Payments will be paid to the Beneficiary in the
form specified in the Contract. Such payments will be paid at least as rapidly
as under the method of distribution then in effect. Under Options 2 and 4, the
Beneficiary may elect, within six months of such death, to receive the Commuted
Value of any remaining Guaranteed Payments. Under Option 6, the Beneficiary may
make such election at any time. No withdrawal charge will apply to the Commuted
Value of the death benefit.

If the Contract Holder who is not the Annuitant dies, Annuity Payments
will continue to be paid to the Payee in the form specified in the Contract. If
no Payee survives the death of the Contract Holder, Annuity Payments will be
made to the Annuitant. Such payments will be paid at least as rapidly as under
the method of distribution then in effect.

DEATH BENEFIT COMMUTATION

The Commuted Value under this death benefit provision will be determined
on the next Valuation Date after the Company receives acceptable proof of death
and a request for payment in good order at its Home Office. The Commuted Value
is equal to the present value of any remaining Guaranteed Payments calculated
using the Assumed Annual Net Return Rate stated in the Contract.

10. OTHER INFORMATION
===============================================================================

THE COMPANY

Aetna Life Insurance and Annuity Company (the "Company") is a stock life
insurance company organized in 1976 under the insurance laws of the State of
Connecticut. 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 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 Inc.

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 SEPARATE ACCOUNT

The Company has established a separate account, Variable Annuity Account
B, for the purpose of funding its variable annuity contracts. The Board of
Directors of the Company adopted a resolution in 1976 to establish the Separate
Account under Connecticut insurance law. The Separate Account is registered as a
unit investment trust under the Investment Company Act of 1940, and meets the

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9
<PAGE>

definition of "separate account" under the federal securities laws.

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

DISTRIBUTION

The Company acts as the Principal Underwriter for the securities sold by
this Prospectus, and as the distributor of the Contracts.

Compensation will be paid to broker-dealers who sell the Contracts.
Broker-dealers will be paid commissions of up to 3.5% of the Purchase Payment.
Under certain circumstances, such broker-dealers may also be paid additional
compensation of up to 0.5%.

The names of the broker-dealer and the registered representative
responsible for your Contract are set forth on your application. Commissions and
sales related expenses are paid by the Company and are not deducted from your
Purchase Payment. To the extent that the withdrawal charge is insufficient to
cover the actual costs of distribution, the Company may use any of its corporate
assets, including any profit from the mortality and expense risk charge, to make
up any difference.

OWNERSHIP

The Contract is owned by the Contract Holder (You). You have all title to
the Contract, as well as all rights to amounts held in the Contract during the
lifetime of the Annuitant, and the Joint Annuitant (if applicable). Any choices
selected under the Contract must be made by you in writing, unless otherwise
allowed by the Company. Until we receive amendments to any such choices, we will
rely on any previous choices made.

Ownership of the Contract may be changed to the extent permitted by law.
You should immediately notify the Company, in writing, of any change in
ownership. No such ownership change will be binding until such notification is
received and recorded by the Company at its Home Office.

BENEFICIARY

If the Contract provides for any Guaranteed Payments following the death
of the Annuitant and the Joint Annuitant (if applicable), you have the right to
name a Beneficiary. The Beneficiary is the person entitled to receive any death
benefit proceeds. The Company will pay any death benefit proceeds based on the
last written Beneficiary designation on file at its Home Office as of the date
of death.

Changes in Beneficiary Designations. The designated Beneficiary may be
changed at any time during the lifetime of the Annuitant and the Joint Annuitant
(if applicable). Such change must be submitted to the Company in writing, and
will not become effective until written notice of the change is received by the
Company. Some restrictions may apply to Beneficiary changes under qualified
contracts.

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.

VOTING RIGHTS

The Company is the legal owner of the shares of the Funds. However, we
believe that when a Fund solicits proxies in conjunction with a vote of
shareholders, we are required to obtain from you and other owners instructions
as to how to vote those shares. When we receive those instructions, we will vote
all of the shares we own in proportion to those instructions. This will also
include any shares that the Company owns on its own behalf. Should we determine
that we are no longer required to comply

10
<PAGE>

with the above, we will vote the shares in our own right.

MODIFICATION OF THE CONTRACT

The Company reserves the right to modify the Contract to meet the
requirements of state or federal laws or regulations. The Company will notify
you in writing of any changes.

FINANCIAL STATEMENTS

[The consolidated financial statements of the Company and
of the Separate Account have been included in the Statement of
Additional Information.]

(NOTE: Financial statements will be filed in an Amendment to
the Registration Statement.)

11
<PAGE>

CONTENTS OF THE
STATEMENT OF ADDITIONAL INFORMATION
=================================================================

General Information and History
Variable Annuity Account B
Offering and Purchase of Contract
Annuity Payments
Sales Material and Advertising
Independent Auditors
Financial Statements of the Separate Account
Financial Statements of the Company

<PAGE>

APPENDIX A
THE FIXED DOLLAR OPTION
================================================================================

The following summarizes material information concerning the fixed dollar
option. Amounts allocated to the fixed dollar option are held in the Company's
general account that supports general insurance and annuity obligations.
Interests in the fixed dollar option have not been registered with the SEC in
reliance upon exemptions under the Securities Act of 1933, as amended.
Disclosure in the Prospectus regarding the fixed dollar option 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 dollar option has not been reviewed by the
SEC.

1. THE FIXED DOLLAR OPTION

In addition to allocating your Purchase Payment to the Subaccounts
described in the Prospectus, you may choose to allocate all or a portion of your
Purchase Payment to the fixed dollar option. If you choose the fixed dollar
option, your Annuity Payments will remain fixed as specified in your Contract
over the term of the Contract unless you elect an Increasing Annuity.

There is no right of Commutation for Annuity Payments supported by the
fixed dollar option under any Lifetime Annuity Option. you may purchase a right
of Commutation for Annuity Payments supported by the fixed dollar option under a
Period Certain Annuity. The right of Commutation is described in Section 4
below.

2. ANNUITY OPTIONS

All of the Annuity Options described in Section 2 of the Prospectus are
available for the fixed dollar option. If you allocate all or a portion of your
Purchase Payment to a fixed dollar option, you may also elect one of the
following features in connection with the portion of your Annuity Payments that
are derived from the fixed dollar option:

(a) a Cash Refund feature that offers a death benefit in connection with certain
Lifetime Annuity Options. If the Annuitant dies, or the survivor dies if
there is a Joint Annuitant, the Beneficiary will receive a lump sum payment
equal to the Net Purchase Payment allocated to the fixed dollar option less
the total amount of fixed annuity payments paid prior to such death. The
Cash Refund feature may be elected only with a Single Life Annuity (Option
1) or a Joint and Full Survivor Annuity (Option 3) that has no reduction in
payment to the survivor.
(b) an Increasing Annuity under which the Annuity Payments supported by the
fixed dollar option will increase by a stated percentage compounded
annually. You must elect 1, 2 or 3% as the stated percentage. The feature is
not available under Contracts purchased in conjunction with Section 457
deferred compensation plans.

Annuity Payments. The amount of each Annuity Payment depends on (1) the
Net Purchase Payment you allocate to the fixed dollar option, and (2) the
Annuity Option and features chosen.

3. CHARGES AND DEDUCTIONS

If you have elected a Period Certain Annuity and have purchased a right of
Commutation, a withdrawal charge may apply to any Commuted Value you receive.
This charge is, in effect, a deferred sales charge. It is imposed upon any
Commutation of a Period Certain Annuity before the last Guaranteed Payment is
made, and while the Annuitant is living. The amount paid upon Commutation is
equal to the Commuted Value minus the applicable withdrawal charge. This charge
is imposed to reimburse the Company for unrecovered acquisition and distribution
costs.

<PAGE>

The following sets forth the schedule for the calculation of the
withdrawal charge.

Withdrawal Charge
Number of years from Percentage of
Contract Effective Date Commuted Value
----------------------- --------------
1 or more, but fewer than 2 5%
2 or more, but fewer than 3 4%
3 or more, but fewer than 4 4%
4 or more, but fewer than 5 3%
5 or more, but fewer than 6 2%
6 or more, but fewer than 7 1%
7 or more 0%

(a) the size and type of group of individuals to whom the Contract is offered;
or

(b) whether there is a prior or existing relationship with the Company such as
being an employee of the Company or one of its affiliates, receiving
distributions or making internal transfers from other Contracts issued by the
Company or one of its affiliates, or making transfers of amounts held under
qualified plans sponsored by the Company or an affiliate. Any reduction or
elimination of the withdrawal charge will not be unfairly discriminatory
against any person.

4. WITHDRAWALS - ACCESS TO YOUR MONEY

Commutation. If you elect a fixed Period Certain Annuity with a right of
Commutation, you may elect to receive the Commuted Value of all or a portion of
the remaining Guaranteed Payments, less any applicable withdrawal charge. Such
Commutations may be elected once each calendar year. No Commutations are allowed
from a fixed dollar option in the first Contract year. In subsequent contract
years, full or partial Commutations are allowed, provided that under a partial
Commutation the remaining Annuity Payments would equal $50 or more. If a portion
of the Guaranteed Payments is commuted, the remaining Annuity Payments will be
reduced proportionately. Commutations are subject to a withdrawal charge.

Commuted Value. Under a fixed Period Certain Annuity, the Commuted Value
is equal to the present value of the remaining Guaranteed Payments calculated
using the adjusted contract rate.

The adjusted contract rate equals:

(Rate of Return ) + CY - IY

where:

o Rate of Return is the Fixed Annuity Present Value Interest
Rate shown in the Contract;

o CY is the Commutation Yield; and

o IY is the Issue Yield.

CY is determined as follows:

(1) CY is the average of the yields, as published in the Wall Street Journal on
the Friday before the date of Commutation, of the three (or more if the
Company deems necessary) noncallable, noninflation adjusted Treasury Notes
or Bonds maturing on or closest to the Commutation Duration Date.

(2) The Commutation Duration Date is the date (month and year) obtained when the
Commutation duration is added to the date of Commutation.

(3) Commutation Duration equals 1 plus the number of whole years from the date
of Commutation until the final Guaranteed Payment is due, divided by 2. Any
resulting fraction will be rounded up to the next whole number.

IY is determined as follows:

(1) IY is the average of the yields, as published in the Wall Street Journal on
the Friday before the contract effective date, of the three (or more if the
Company deems necessary) noncallable, noninflation adjusted Treasury Notes
or Bonds maturing on or closest to the Issue Duration Date.

(2) The Issue Duration Date (month and year) is obtained when the Issue Duration
is added to the Contract Effective Date.

14
<PAGE>

(3) Issue Duration equals 1 plus the number of whole years from issue until the
final payment is due, divided by 2. Any resulting fraction will be rounded
up to the next whole number.

5. DEATH BENEFIT

The death benefit is payable upon the death of the Annuitant, or the death
of the survivor if there is a Joint Annuitant, and if there are remaining
Guaranteed Payments. Any remaining Guaranteed Payments will be paid to the
Beneficiary in the form specified in the Contract. Such payments will be paid at
least as rapidly as under the method of distribution then in effect. Within six
months of such death, the Beneficiary may elect to receive the Commuted Value of
any remaining Guaranteed Payments. However, under a Period Certain Annuity where
you have purchased a right of Commutation, the Beneficiary may make such
election at any time. No withdrawal charge will apply to the Commuted Value of
the death benefit.

If a Cash Refund feature is elected, the death benefit is payable in one
sum to the Beneficiary.

Death Benefit Commutation. The Commuted Value of the death benefit will be
determined as of the Valuation Date next following the Company's receipt at its
Home Office of proof of death acceptable to the Company and a request for
payment in good order. If the Contract is issued as a Period Certain Annuity
with a right of Commutation, the Commuted Value will be determined as described
in Section 4 above. If the Contract is issued as a Life Annuity with Guaranteed
Payments or a Period Certain where you have not purchased a right of
Commutation, the rate used to determined the Commuted Value of the remaining
Guaranteed Payments will be the Fixed Annuity Present Value Interest Rate shown
in the Contract.

<PAGE>

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

Statement of Additional Information dated ___________, 1996

Individual Fixed and Variable Single Premium Immediate Annuity
Contracts

This Statement of Additional Information is not a prospectus and should be read
in conjunction with the current prospectus for Variable Annuity Account B (the
"Separate Account") dated ___________, 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
Attn: ARS Settlements
151 Farmington Avenue
Hartford, Connecticut 06156
1-800-238-6273

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

TABLE OF CONTENTS

Page
----

General Information and History........................................... 2
Variable Annuity Account B................................................ 2
Offering and Purchase of Contracts........................................ 3
Annuity Paymets........................................................... 3
Sales Material and Advertising............................................ 4
Independent Auditors...................................................... 5
Financial Statements of the Separate Accout............................... 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 Inc. 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 charge described in the Prospectus,
all expenses incurred in the operations of the Separate Account are borne by the
Company. (See "Charges and Deductions" in the Prospectus.) The Company receives
reimbursement for certain administrative costs from some unaffiliated sponsors
of the Funds used as funding options under the Contract. These fees generally
range up to 0.25%.

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

VARIABLE ANNUITY ACCOUNT B

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

Aetna Variable Fund Alger American Small Cap Portfolio
Aetna Income Shares Janus Aspen Growth Portfolio
Aetna Investment Advisers Fund, Inc. Janus Aspen Worldwide Growth Portfolio
Aetna Legacy Variable Portfolio Neuberger & Berman Growth Portfolio

2
<PAGE>

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 is in the
prospectus.

ANNUITY PAYMENTS

Your variable Annuity Payment will fluctuate as the Annuity Unit value(s)
fluctuates with the investment experience of the selected Subaccount(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.

A fixed number of Annuity Units is determined in each of the designated
Subaccounts on the Contract Effective Date. The number of Annuity Units, which
does not change thereafter, is calculated by dividing (a) by (b), where (a) is
the amount of the Annuity Payment as if the Annuity Payment was calculated as of
the Contract Effective Date, and (b) is the Annuity Unit value for that
investment option on the Contract Effective Date. The first payment will be
calculated ten Valuation Dates prior to the payment due date which depends upon
the payment frequency you have selected. As noted above, Annuity Unit values
fluctuate from one Valuation Date to the next; such fluctuations reflect changes
in the net investment factor for the applicable 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 each
Subaccount selected.

EXAMPLE:

Assume that you purchase a Single Premium Immediate Annuity Contract with a
$50,000 premium. The payment option that you select has a payment factor of
$6.68 per $1,000 of value applied. Also assume that no premium tax is
payable.

If a payment was determined as of the Contract Effective Date, that payment
would be calculated by multiplying $6.68 per $1,000 by 50.000. This would
produce an initial payment of $334.00.

Assume that the value of the Annuity Unit on the Contract Effective Date is
13.400000. The payment calculated as of the Contract Effective Date is
divided by the Annuity Unit value to

3
<PAGE>

determine the number of Annuity Units (that is, $334.00/13.400000 = 24.925
Annuity Units). The number of Annuity Units will remain constant over the
term of your contract as determined by your annuity option. The value of
each payment will be determined on the tenth Valuation Date prior to the
payment due date by multiplying the number of Annuity Units by that date's
Annuity Unit value.

Payments will subsequently fluctuate depending upon the net investment
performance that occurs between payment Valuation Dates less a factor that
represents the Assumed Annual Net Return Rate. This offsets the Assumed
Annual Net Return Rate built into the number of Annuity Units determined
above.

Annuity Unit Values are calculated on a daily basis by multiplying the
Annuity Unit Value by the daily net investment factor and by the daily
Assumed Annual Net Return Rate. The factor for a 3.5% Assumed Annual Net
Return Rate is 0.9999058 and for 5.0%, 0.9998663. The new payment is
calculated by multiplying the number of Annuity Units by the new Annuity
Unit Value.

SALES MATERIAL AND ADVERTISING

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

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

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

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.

4
<PAGE>

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.

<PAGE>
FINANCIAL STATEMENTS

VARIABLE ANNUITY ACCOUNT B

and

AETNA LIFE INSURANCE AND ANNUITY COMPANY

TO BE FILED IN A SUBSEQUENT AMENDMENT TO THE REGISTRATION STATEMENT

S-1
<PAGE>

STATEMENT OF ADDITIONAL INFORMATION

VARIABLE ANNUITY ACCOUNT B

VARIABLE ANNUITY CONTRACTS

issued by

AETNA LIFE INSURANCE AND ANNUITY COMPANY

Form No.______(S) ALIAC Ed.______1996
<PAGE>

VARIABLE ANNUITY ACCOUNT B
PART C - OTHER INFORMATION

Item 24. Financial Statements and Exhibits
(a) Financial Statements:
(1) Included in Part A:
Not applicable
(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 (A050SP96)
(5) Form of Variable Annuity Contract Application (82926(7/96))
(6) Certificate of Incorporation and By-Laws of Depositor(3)
(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 Janus Aspen Series dated April 19, 1994
and amended March 1, 1996(2)

<PAGE>

(8.3) 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)
(9) Opinion of Counsel*
(10.1) Consent of Independent Auditors*
(10.2) Consent of Counsel (included in Exhibit 24(b)(9))*
(11) Not applicable
(12) Not applicable
(13) Not applicable
(14) Financial Data Schedule*
(15.1)Powers of Attorney (See signature page)
(15.2) Authorization for Signatures(2)

* To be filed by Amendment.
1. Incorporated by reference to Post-Effective Amendment No. 6 to Registration
Statement on Form N-4 (File No. 33-75986), as filed electronically on
April 22, 1996.
2. Incorporated by reference to Post-Effective Amendment No. 5 to Registration
Statement on Form N-4 (File No. 33-75986), as filed electronically on
April 12, 1996.
3. Incorporated by reference to Post-Effective Amendment No. 1 to Registration
Statement on Form S-1 (File No. 33-60477), as filed electronically on
April 15, 1996.

Item 25. Directors and Officers of the Depositor

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

Timothy A. Holt Director, 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

<PAGE>

Creed R. Terry Director and Vice President

Deborah Koltenuk 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

* 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 by reference to Item 26 to Pre-Effective Amendment No. 1 to the
Registration Statement on Form N-4 (File No. 333-01107), as filed
electronically on August 2, 1996.

Item 27. Number of Contract Owners

As of May 31, 1996, there were 38,720 individual holders of 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.

<PAGE>

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.

(b) See Item 25 regarding the Depositor.

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

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

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

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

<PAGE>

Item 30. Location of Accounts and Records

All accounts, books and other documents required to be maintained by
Section 31(a) of the 1940 Act and the Rules under it relating to the securities
described in and issued under this Registration Statement are located at the
home office of the Depositor as follows:

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

Item 31. Management Services

Not applicable

Item 32. Undertakings

Registrant hereby undertakes:

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

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

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

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

<PAGE>

SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act
of 1940, the Registrant, Variable Annuity Account B of Aetna Life Insurance and
Annuity Company, has duly caused this Registration Statement to be signed on its
behalf in the City of Hartford, State of Connecticut, on the 31st day of July,
1996.

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

By: AETNA LIFE INSURANCE AND ANNUITY
COMPANY
(Depositor)

By: /s/ Daniel P. Kearney
-------------------------------------------
Daniel P. Kearney
President

As required by the Securities Act of 1933, as amended, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated. Each person whose signature appears below hereby constitutes
Susan E. Bryant, Kirk P. Wickman, and Julie E. Rockmore and each of them
individually, such person's true and lawful attorneys, and agents with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign for such person and in such
person's name and capacity indicated below, any and all amendments to this
Registration Statement, hereby ratifying and confirming such person's signatures
as it may be signed by said attorneys to any and all amendments.

Signature Title Date
- --------- ----- ----
/s/ Daniel P. Kearney Director and President )
- ---------------------- (principal executive officer) )
Daniel P. Kearney )
)
/s/ Timothy A. Holt Director and Chief Financial )
- ---------------------- Officer )
Timothy A. Holt )
)
)
/s/ Christopher J. Burns Director )
- ---------------------- )
Christopher J. Burns ) July 31, 1996
)
)
/s/ Laura R. Estes Director )
- ---------------------- )
Laura R. Estes )
)

<PAGE>

/s/ Gail P. Johnson Director )
- ---------------------- )
Gail P. Johnson )
)
/s/ John Y. Kim Director )
- ---------------------- )
John Y. Kim )
)
/s/ Shaun P. Mathews Director )
- ---------------------- )
Shaun P. Mathews )
)
/s/ Glen Salow Director )
- ---------------------- )
Glen Salow )
)
/s/ Creed R. Terry Director )
- ---------------------- )
Creed R. Terry )
)
/s/ Deborah Koltenuk Vice President and Treasurer, )
- ----------------------- Corporate Controller )
Deborah Koltenuk )
)

<PAGE>

VARIABLE ANNUITY ACCOUNT B
EXHIBIT INDEX

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

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

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

99-B.4 Form of Variable Annuity Contracts (A050SP96) _______

99-B.5 Form of Variable Annuity Contract Application _______
(82826(7/96))

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

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

99-B.8.2 Fund Participation Agreement between Aetna Life *
Insurance and Annuity Company and Janus Aspen Series
dated April 19, 1994 and amended March 1, 1996

99-B.8.3 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.9 Opinion of Counsel **

99-B.10.1 Consent of Independent Auditors **

99-B.10.2 Consent of Counsel (included in Exhibit 99-B.9) **

*Incorporated by reference
**To be filed by Amendment

<PAGE>

Exhibit No. Exhibit Page
- ---------- ------- ----
99-B.15.1 Powers of Attorney (included on signature page of *
this Registration Statement)

99-B.15.2 Authorization for Signatures *

27 Financial Data Schedule **

*Incorporated by reference
**To be filed by Amendment

[Aetna logo] ----------------------------------------
Aetna Life Insurance and Annuity Company
Home Office: 151 Farmington Avenue
Hartford, Connecticut 06156
(800) 238-6273

A Stock Company

Aetna Life Insurance and Annuity Company, herein called Aetna, agrees to pay the
benefits stated in this contract.

Individual Single Premium Immediate Fixed, Variable or Combination Annuity
Contract (Nonparticipating)

Right to Cancel
- -------------------------------------------------------------------------------
THE CONTRACT HOLDER MAY CANCEL THIS CONTRACT WITHIN 10 DAYS OF RECEIVING IT BY
RETURNING THIS CONTRACT, ALONG WITH A WRITTEN NOTICE, TO AETNA AT THE ABOVE
ADDRESS OR TO THE AGENT FROM WHOM IT WAS PURCHASED. WITHIN 7 DAYS AFTER AETNA
RECEIVES THE NOTICE OF CANCELLATION AND THIS CONTRACT AT ITS HOME OFFICE, AETNA
WILL RETURN THE ENTIRE CONSIDERATION PAID LESS ANY PAYMENTS MADE PLUS ANY
INCREASE OR MINUS ANY DECREASE IN THE CURRENT VALUE OF ANY FUNDS ALLOCATED TO
THE SEPARATE ACCOUNT.

Signed at the Home Office on the Effective Date.

/s/ Dan Kearney /s/ Susan W. Schecter
President Secretary

This contract sets forth, in detail, all of the rights and obligations of both
the Contract Holder and Aetna. IT IS THEREFORE IMPORTANT THAT YOU READ THIS
CONTRACT CAREFULLY.

This contract and any attached documents constitute the entire legal
relationship between Aetna and the Contract Holder

ALL PAYMENTS AND VALUES PROVIDED BY THE CONTRACT, WHEN BASED ON INVESTMENT
EXPERIENCE OF A SEPARATE ACCOUNT, ARE VARIABLE AND ARE NOT GUARANTEED AS TO
FIXED DOLLAR AMOUNT.

A050SP96 Page 1

<PAGE>

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A050SP96 Page 2

<PAGE>

Table of Contents

Separate Account.......................................... 6
Charges to Separate Account............................ 6
Variable Annuity Assumed Annual Net Return Rate........ 6

Transfers................................................. 6

Commutation............................................... 6
Commutation Frequency and Amounts...................... 6
Commutation Fee........................................ 6

I. DEFINITIONS............................................ 7
1.01 Annuitant/Joint Annuitant......................... 7
1.02 Annuity........................................... 7
1.03 Beneficiary(ies).................................. 7
1.04 Contract Holder................................... 7
1.05 Fixed Annuity..................................... 7
1.06 Fund(s)........................................... 7
1.07 Guaranteed Payment................................ 7
1.08 Life Annuity...................................... 7
1.09 Payee............................................. 7
1.10 Period Certain Annuity............................ 7
1.11 Separate Account.................................. 8
1.12 Survivor.......................................... 8
1.13 Valuation Date.................................... 8
1.14 Valuation Period.................................. 8
1.15 Variable Annuity.................................. 8

II. GENERAL PROVISIONS.................................... 8
2.01 Premium........................................... 8
2.02 Payments.......................................... 8
2.03 Change of Contract................................ 8
2.04 Ownership......................................... 9
2.05 Misstatements and Adjustments..................... 9
2.06 Incontestability.................................. 9
2.07 Beneficiary Designation........................... 9
2.08 Nonparticipating Contract......................... 9
2.09 State Laws........................................ 9

III. VARIABLE ANNUITY PROVISIONS.......................... 9
3.01 Fund Annuity Units - Separate Account............. 9
3.02 Fund Annuity Unit Value........................... 9
3.03 Fund Annuity Net Return Factors.................. 10
3.04 Transfer(s)...................................... 10
3.05 Notice to the Contract Holder ................... 10
3.06 Change of Fund(s)................................ 10

IV. BENEFIT PROVISIONS................................... 11
4.01 Commutation/Partial Commutation.................. 11
4.02 Commuted Value................................... 11
4.03 Death Benefit Provision.......................... 11

A050SP96 Page 3

<PAGE>

SPECIFICATIONS

Contract Number: M2828 123123121 Contract Effective Date: September 4, 1996

Contract Holder: John F. Smith Single Premium: $5,000.00

Annuitant: John F. Smith Joint Annuitant: Sally Q. Smith

Annuitant Issue Age: 53 Joint Annuitant Issue Age: 53

First Payment Date: October 4, 1996 Payment Frequency: Monthly

SCHEDULE OF BENEFITS

Joint and Full Survivor Annuity: Annuity payments will begin on the First
Payment Date and will continue for the lives of the Annuitant and Joint
Annuitant. At the death of either the Annuitant or Joint Annuitant, the payment
amount will continue to be paid for the life of the Survivor. Payments cease
upon the death of the Survivor.

Payment Information: Payments will be made on a Fixed and Variable basis.

Fixed Payment From the General Account: $xx.xx

Fixed Annuity Present Value Interest Rate: 5.9%

Number of Fund's Annuity
Variable Funding Elections: Units per Payment
Aetna Variable Fund 7.992
Janus Aspen Worldwide Growth Portfolio 10.678
Alger American Small Cap Portfolio 13.473

Variable Annuity Assumed Annual Net Return Rate: 3.5%

A050SP96 Page 5

<PAGE>

Contract Schedule

Separate Account
- -------------------------------------------------------------------------------

Charges to Separate Account

A daily charge at an annual effective rate of [1.25%] for
mortality and expense risk and profit (M & E) is deducted from
any portion of the current value allocated to a Variable
Annuity. A daily charge at an annual effective rate of up to
[0.25%] for administration is deducted from any portion of the
current value allocated to a Variable Annuity.

Variable Annuity Assumed Annual Net Return Rate

If a Variable Annuity is chosen, an assumed annual net return
rate of [5.0%] may be elected. If [5.0%] is not elected, Aetna
will use an assumed annual net return rate of [3.5%].

The daily net return rate factor for an assumed annual net
return rate of [3.5%] per year is [0.9999058]. The daily net
return rate factor for an assumed annual net return rate [5.0%]
per year is [0.9998663].

If the portion of a Variable Annuity payment for any Fund is not
to decrease, the Annuity return factor under the Separate
Account for that Fund must be:

a) [4.75%] on an annual basis plus an annual return of up to
[0.25%] to offset the administrative charge set at the time
Annuity payments commence if an assumed annual net return
rate of [3.5%] is chosen; or

b) [6.25%] on an annual basis plus an annual return of up to
[0.25%] to offset the administrative charge set at the time
Annuity payments commence, if an assumed annual net return
rate of [5%] is chosen.

Transfers
- --------------------------------------------------------------------------------

Maximum Number of Allowable Fund Transfers: [One per Calendar Year]

Commutation
- -------------------------------------------------------------------------------

Commutation Frequency and Amounts

Variable Annuity Commutations: Under a Variable Period Certain
Annuity, commutations may be elected [once] a year.

Commutation Fee

[Number of Years from Commutation Fee
Contract Effective Date (% of Commuted Value)

Fewer than 1 7%
1 or more, but fewer than 2 6%
2 or more, but fewer than 3 5%
3 or more, but fewer than 4 4%
4 or more, but fewer than 5 3%
5 or more, but fewer than 6 2%
6 or more, but fewer than 7 1%
7 or more 0%]

A050SP96 Page 6

<PAGE>

I. DEFINITIONS
- --------------------------------------------------------------------------------

1.01 Annuitant/Joint Annuitant

An individual named on the Specifications page of this contract
(1) whose death terminates or adjusts the amount of
life-contingent payments, and/or (2) whose death results in the
payment of death benefits; a measured life.

1.02 Annuity

Payment of a specified amount(s) or specified number of units
made:

a) On specified dates or intervals for the lifetime of one or
more Annuitants with or without Guaranteed Payments; or

b) On specified dates or intervals for a specified period of
time.

Annuity benefits payable under this contract are shown in the
Schedule of Benefits on the Specifications page.

1.03 Beneficiary(ies)

The person(s), named by the Contract Holder, entitled to receive
death benefits, if any, under the terms of this contract.

1.04 Contract Holder

The person to whom this contract is issued. Aetna reserves the
right to limit ownership to natural persons.

1.05 Fixed Annuity

An Annuity that is not a Variable Annuity.

1.06 Fund(s)

The open-end registered management investment companies whose
shares are purchased by the Separate Account to fund the
benefits provided by the contract.

1.07 Guaranteed Payment

A payment that is due whether or not the Annuitant, or Joint
Annuitant, if applicable, is alive on the payment due date, as
described in the Schedule of Benefits on the Specifications
page.

1.08 Life Annuity

An Annuity with payments that are based solely on whether or not
the Annuitant, or Joint Annuitant, if applicable, is alive on
the payment due date as described in the Schedule of Benefits on
the Specifications page.

1.09 Payee

A person that receives Annuity payments. The Contract Holder
shall be the Payee unless the Contract Holder designates
otherwise in writing.

1.10 Period Certain Annuity

An Annuity with a specified number of Guaranteed Payments
without a life contingency.

A050SP96 Page 7

<PAGE>

1.11 Separate Account

An account, established by Aetna under Section 38a-433 of the
Connecticut General Statutes, that buys and holds shares of the
Fund(s) available under this contract. Income, gains or losses,
realized or unrealized are credited or charged to the Separate
Account without regard to other income, gains or losses of
Aetna. Aetna owns the assets held in the Separate Account and is
not a trustee of such amounts. Amounts in the Separate Account
are not generally guaranteed and are held at market value. The
assets of the Separate Account, to the extent of reserves and
other contract liabilities of the Account, cannot be charged
with other Aetna liabilities arising out of any other Aetna
business.

1.12 Survivor

With an Annuity based on the lives of an Annuitant and Joint
Annuitant, the individual who is not the first to die.

1.13 Valuation Date

The date and time on which a Fund Annuity Unit Value is
calculated. Currently, this calculation will be determined 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.

1.14 Valuation Period

The period of time between successive Valuation Dates.

1.15 Variable Annuity

An Annuity with payments that vary with the net investment
results of the Funds available under this contract.

II. GENERAL PROVISIONS
- -------------------------------------------------------------------------------

2.01 Premium

The amount of the premium applied to this contract will be the
premium received minus a deduction for premium taxes, if any.

2.02 Payments

Aetna will pay to the Payee a Fixed or Variable Annuity or a
combination of the two as selected by the Contract Holder and as
shown in the Schedule of Benefits on the Specifications page.
Aetna discharges its obligation to pay when it makes payment by
check or electronic funds transfer to the Payee's address or the
bank that Aetna has on record as of 15 business days before the
payment due date.

We reserve the right to suspend any life-contingent payments to
a Payee if acceptable proof of life of an Annuitant or Joint
Annuitant is not furnished when requested.

2.03 Change of Contract

Only an authorized officer of Aetna may change the terms of this
contract. Aetna reserves the right to modify this contract to
meet the requirements of applicable state and federal laws or
regulations. Aetna will notify the Contract Holder in writing of
any changes.

A050SP96 Page 8
<PAGE>

2.04 Ownership

This is a contract between the Contract Holder and Aetna. The
Contract Holder has title to the contract and, during the
lifetime of the Annuitant, and, if applicable, Joint Annuitant,
all rights to amounts held in the contract. Any choice allowed
under this contract must be made by the Contract Holder in
writing, unless Aetna allows otherwise. Until receipt of such
choices in Aetna's home office, Aetna may rely on any previous
choices made.

The contract is not subject to the claims of any creditors
except to the extent permitted by law.

Ownership of the contract may be changed to the extent permitted
by law by notifying Aetna in writing in a form acceptable to
Aetna. No such ownership change is binding until such
notification is received and recorded by Aetna at its home
office.

2.05 Misstatements and Adjustments

If the age, sex, or any relevant fact concerning any Annuitant
is found to be misstated, the correct facts will be used to
adjust payments.

2.06 Incontestability

Aetna will not contest this contract from its effective date.

2.07 Beneficiary Designation

If the contract provides for any Guaranteed Payments following
the death of the Annuitant, and the Joint Annuitant if
applicable, the Contract Holder has the right to name a
Beneficiary(ies).

The Beneficiary designation may be changed by the Contract
Holder during the lifetime of the Annuitant, and, if applicable,
the Joint Annuitant, by sending written notice of the change in
a form acceptable to Aetna to Aetna's home office. Such change
will not be effective until received and recorded by Aetna.

In all cases, Aetna will pay death benefits based on the last
written Beneficiary designation it has on record on the date of
the death.

2.08 Nonparticipating Contract

The Contract Holder or Beneficiaries do not have a right to
share in the earnings of Aetna.

2.09 State Laws

This contract complies with the laws of the state in which it is
delivered. Annuity payments under this contract are equal to or
greater than the minimum required by such laws.

III. VARIABLE ANNUITY PROVISIONS
- -------------------------------------------------------------------------------

3.01 Fund Annuity Units - Separate Account

The initial number of a Fund's Annuity units is stated on the
Specifications page. Each future payment is equal to the sum of
the products of each Fund Annuity unit value multiplied by the
appropriate number of units. The Fund Annuity unit value on the
tenth Valuation Date prior to the due date of the payment is
used.

3.02 Fund Annuity Unit Value

For any Valuation Date, a Fund's Annuity unit value is equal to:

a) The value for the preceding Valuation Date; multiplied by

b) The Annuity net return factor(s) for the Valuation Period;
multiplied by

A050SP96 Page 9

<PAGE>

c) A factor to reflect the assumed annual net return rate.

The factors for the assumed annual net return are shown on the
Contract Schedule.

3.03 Fund Annuity Net Return Factors

The Annuity net return factor(s) are used to compute all
Separate Account Annuity unit values for any Fund. The Annuity
net return factor for each Fund is equal to 1.0000000 plus the
net return rate.

The net return rate is equal to:

a) The value of the shares of the Fund held by the Separate
Account at the end of a Valuation Period; minus

b) The value of the shares of the Fund held by the Separate
Account at the start of the Valuation Period; plus or minus

c) Taxes (or reserves for taxes) on the Separate Account (if
any); divided by

d) The total value of the Fund Annuity units of the Separate
Account at the start of the Valuation Period; minus

e) A Separate Account charge at an annual effective rate as
shown on the Contract Schedule for Annuity mortality and
expense risks and profit and a daily administrative charge
which will not exceed the amount shown on the Contract
Schedule on an annual basis. The daily administrative
charge will be established on the Effective Date of this
contract.

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

The value of a share of the Fund is equal to the net assets of
the Fund divided by the number of shares outstanding.

3.04 Transfer(s)

At the request of a Contract Holder, all or any portion of the
current value may be transferred from any Fund to any other
allowable Fund. Transfers will be processed as of the Valuation
Date next following when a Transfer request is received in good
order at Aetna's home office. The maximum number of allowable
transfers in a calendar year is shown on the Contract Schedule.
Aetna reserves the right to increase the number of allowable
transfers.

Transfer requests must be expressed as a percentage of the
allocation among the Funds of the amount upon which the Variable
Annuity will be based. Aetna may establish a minimum transfer
amount.

3.05 Notice to the Contract Holder

Once a year, Aetna will notify the Contract Holder of:
a) The number of Fund(s) Annuity units; and
b) The value of Fund(s) Annuity units.

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

3.06 Change of Fund(s)

The assets of the Separate Account are segregated by Fund. If
the shares of any Fund are no longer available for investment by
the Separate Account or if in Aetna's judgment further
investment in such shares should become inappropriate in view of
the purpose of the contract, Aetna may cease to make such Fund
shares available for investment under the contract
prospectively, or Aetna may substitute shares of another Fund
for shares already acquired. Aetna may also, from time to time,
add additional Funds. Any elimination, substitution or addition
of Funds will be done in accordance with applicable state and
federal securities laws. Aetna reserves the right to substitute
shares of another Fund for shares already acquired without a
proxy vote.

A050SP96 Page 10

<PAGE>

IV. BENEFIT PROVISIONS
- -------------------------------------------------------------------------------

4.01 Commutation/Partial Commutation

If this contract is issued as a Variable Period Certain Annuity,
the Contract Holder may elect to receive the commuted value of
all or a portion of the Guaranteed Payments. If a portion of the
Guaranteed Payments under a Variable Period Certain Annuity is
commuted, the remaining Variable Annuity payments will be
reduced pro-rata from all of the Funds or otherwise as the
Contract Holder so designates. Commutations may be subject to a
commutation fee as shown on the Contract Schedule.

4.02 Commuted Value

a) Under a Variable Period Certain Annuity, the commuted value
is equal to the present value of the remaining Guaranteed
Payments calculated using the assumed net return rate
stated on the Contract Schedule.

b) All commuted values will be determined as of the Valuation
Date next following when a written request for commutation
is received in good order by Aetna at its home office.

4.03 Death Benefit Provision

a) If the Annuitant dies, or under a joint Annuity option the
Survivor dies, any remaining Guaranteed Payments will be
paid to the Beneficiary in the form specified in the
Schedule of Benefits on the Specifications page. Such
payments will be paid at least as rapidly as under the
method of distribution then in effect. Within six months of
such death, the Beneficiary may elect to receive the
commuted value of any remaining Guaranteed Payments;
however, under a Variable Period Certain Annuity, the
Beneficiary may make such election at any time. No
commutation fee will apply to the commuted value in this
situation.

b) If the Contract Holder who is not the Annuitant(s) dies,
payments will be paid to the Payee in the form specified in
the Schedule of Benefits on the Specifications page. If no
Payee designated by the Contract Holder survives the death
of the Contract Holder, payments will be made to the
Annuitant. Such payments will be paid at least as rapidly
as under the method of distribution then in effect.

c) The commuted value under this death benefit provision will
be determined as of the Valuation Date next following when
proof of death acceptable to Aetna and a request for
payment are received in good order at Aetna's home office.
If this contract is issued as a Variable Period Certain
Annuity, the commuted value will be determined as described
in Section 4.02. If this contract is issued as a Fixed
Period Certain Annuity or as a Life Annuity with Guaranteed
Payments, the rate used to determine the commuted value
will be 1) for Fixed Annuities, the Fixed Annuity Present
Value Interest Rate shown on the Specifications page and 2)
for Variable Annuities, the Variable Annuity Assumed Annual
Net Return Rate shown on the Specifications page.

A050SP96 Page 11

<PAGE>

Aetna Life Insurance and Annuity Company

ENDORSEMENT

The contract is endorsed to permit the contract to be used to pay benefits under
a pension or profit sharing plan qualified under Section 401(a) of the Internal
Revenue Code ("Code") and, if applicable, the Employee Retirement Income
Security Act (ERISA). The following provisions apply and, in the case of a
conflict with any provision in the contract, this endorsement controls.

Nontransferable. The contract is nontransferable in accordance with Code Section
401(g). The contract may not be sold, assigned, transferred or pledged as
collateral for a loan or as security for the performance of an obligation or for
any other purpose, except pursuant to a qualified domestic relations order as
described in Code Section 414(p). This restriction shall not apply to the
trustee of any trust described in Code Section 401(a), which is exempt from tax
under Section 501(a).

Contract Holder. The Contract Holder must be the employer sponsoring the plan
or, if the plan has a trust, the trustee of such trust. The Contract Holder may
assign ownership of the contract to the Participant in which case the
Participant shall become the Contract Holder.

Participant. The Participant is the participant under the Code Section 401(a)
plan on whose behalf the contract is purchased.

Beneficiary. If the Contract Holder is the employer or plan trustee, the
Beneficiary is the Contract Holder. If the contract has been assigned to the
Participant, the Participant shall name a Beneficiary. However, if the contract
is subject to ERISA and the Participant is married, the Participant must name
the spouse as Beneficiary of 50% of any remaining Guaranteed Payments. However,
if the Participant has attained age 35, an alternate Beneficiary may be named
for this portion of the contract provided the Participant furnishes to Aetna a
waiver and spousal consent satisfying the requirements of Code Section 417. Any
Beneficiary may be named for the balance without the consent of the spouse.

Distributions. The Annuity payments will only be paid to the Contract Holder, or
to the Participant at the direction of the Contract Holder.

Death Benefit. At the death of the Annuitant, Aetna will pay any remaining
Guaranteed Payments, as directed by the Contract Holder or, if the Participant
is the Contract Holder, by the designated Beneficiary. If the contract is
subject to ERISA, the Contract Holder who is not the Participant must certify in
a form acceptable to Aetna that the distribution to a non-spouse plan
beneficiary complies with the waiver and spousal consent requirements of Code
Section 417. In the absence of such certification, payment will be made to the
Contract Holder.

Commutation/Partial Commutation. If the Contract is subject to ERISA and the
Contract Holder has a right of commutation under this contract, to exercise such
right the Contract Holder must certify in a form acceptable to Aetna that the
distribution complies with the waiver and spousal consent requirements of Code
Section 417. In the absence of such certification, Aetna will pay the commuted
value to the Contract Holder provided the Contract Holder is the employer or
plan trustee.

Endorsed and made a part of the contract as of the Contract Effective Date.

A050SP96

<PAGE>

Aetna Life Insurance and Annuity Company

ENDORSEMENT

The contract is endorsed in order to meet the requirements of Section 403(b) of
the Internal Revenue Code ("Code") and, if applicable, the Employee Retirement
Income Security Act (ERISA). The following provisions apply and, in the case of
a conflict with any provision in the contract, this endorsement controls.

Contract Holder. The Contract Holder must be a participant under a Code
Section 403(b) Tax Deferred Annuity program.

Annuitant. The Annuitant is the Contract Holder.

Beneficiary. The Contract Holder shall name a Beneficiary. If the Contract is
subject to ERISA and the Contract Holder is married, the spouse must be named as
Beneficiary of 50% of any remaining Guaranteed Payments. However, if the
Contract Holder has attained age 35, an alternate Beneficiary may be named for
this portion of the Contract provided the Contract Holder furnishes to Aetna a
waiver and spousal consent satisfying the requirements of ERISA Section 205. Any
Beneficiary may be named for the balance without the consent of the spouse.

Premium. The premium applied to the contract must be an amount rolled over from
(1) another contract qualified under Code Section 403(b) or a custodial account
qualified under Code Section 403(b)(7), or (2) from an Individual Retirement
Account or Annuity qualified under Code Sections 408(a) or 408(b) that contains
only amounts previously rolled over from a 403(b) Tax Deferred Annuity. Any
amount rolled over from a Code Section 403(b) contract or custodial account must
be eligible for distribution under the withdrawal instructions set forth in Code
Section 403(b)(7) or 403(b)(11), as applicable.

Distributions. The Annuity payments will only be paid to the Contract Holder, or
to an alternate payee pursuant to a qualified domestic relations order as
described in Code Section 414(p).

Commutation/Partial Commutation. If the contract is subject to ERISA and if the
Contract Holder has a right of commutation under this contract, to exercise such
right the Contract Holder must furnish to Aetna a waiver and spousal consent
satisfying the requirements of ERISA Section 205.

Endorsed and made a part of the contract as of the Contract Effective Date.

A050SP96

<PAGE>

Aetna Life Insurance and Annuity Company

ENDORSEMENT

This contract is endorsed to permit an employer to purchase the contract in
conjunction with a nonqualified deferred compensation plan or a deferred
compensation plan under Section 457 of the Internal Revenue Code ("Code"). The
following provisions apply and, in the case of a conflict with any provision in
the contract, this endorsement controls.

Contract Holder. The Contract Holder must be the employer who sponsors the
deferred compensation plan.

Annuitant. The Annuitant is a participant or plan beneficiary under the deferred
compensation plan.

Beneficiary. The Beneficiary is the Contract Holder.

Death Benefit. At the death of the Annuitant, Aetna will pay any remaining
Guaranteed Payments as directed by the Contract Holder.

Endorsed and made a part of the contract as of the Contract Effective Date.

A050SP96

<PAGE>

Aetna Life Insurance and Annuity Company

ENDORSEMENT

The contract is endorsed to meet the qualification requirements for an
Individual Retirement Annuity under Internal Revenue Code ("Code") Section
408(b). The following provisions apply and, in the case of a conflict with any
provision in the contract, this endorsement controls.

Contract Holder. The Contract Holder and the Annuitant must be the same person.

Nontransferable/Nonforfeitable. The contract is nontransferable. The Contract
Holder may not sell, assign, transfer, pledge or use as collateral for a loan or
as security for the performance of an obligation or for any other purpose, his
or her interest in the contract to any person other than the issuer of the
contract or to a spouse incident to a divorce under the provisions of Code
Section 408(d)(6). The Contract Holder's entire interest in the Contract is
nonforfeitable.

Exclusive Benefit. The contract is established for the exclusive benefit of the
Contract Holder or his or her Beneficiary(ies).

Premium. The premium applied to this contract must be a rollover contribution as
permitted under Code Section 402(c), 403(a)(4), 403(b)(8) or 408(d)(3).

Distributions. The Annuity payments will be paid only to the Contract Holder.
Annuity payments must be made at intervals of no longer than one year and must
be either nonincreasing or they may increase only as provided in Section
1.401(a)(9)-1 of the Proposed Income Tax Regulations.

Annual Reports. Aetna will furnish annual calendar year reports concerning the
status of the contract.

Right to Cancel. The Contract Holder may cancel the contract within 10 days of
receiving it by returning it to Aetna at the address above or to the person from
whom it was purchased. Within seven days from the cancellation request, Aetna
will return all the Contract Holder's premium Payments, less any Annuity
payments made.

Endorsed and made a part of the contract as of the Contract Effective Date.

A050SP96

<PAGE>

Aetna Life Insurance and Annuity Company

ENDORSEMENT

The Contract is hereby endorsed as follows:

The section entitled Commutation Frequency and Amounts in the Contract Schedule
is amended to add the following language:

Fixed Period Certain Annuity Commutations: Under a Fixed Period
Certain Annuity, commutations may be elected [once] a year. No
commutations are allowed from a Fixed Period Certain Annuity in
the first contract year. In subsequent contract years, full or
partial commutations are allowed, provided that under a partial
commutation the remaining Annuity payments would equal [$50] or
more.

The section entitled Commutation/Partial Commutation is amended to add the
following language:

If this contract is issued as a Fixed Period Certain Annuity as
described on the Specifications page, the Contract Holder may
elect to receive the commuted value of all or a portion of the
Guaranteed Payments in the amounts and frequency as stated on
the Contract Schedule. If a portion of the Guaranteed Payments
under a Fixed Period Certain Annuity is commuted, the remaining
Annuity payments will be reduced proportionally. Commutations
are subject to a commutation fee as shown on the Contract
Schedule, unless an exception under this contract applies.

The section entitled Commuted Value is amended to add the following language:

c) Under a Fixed Period Certain Annuity, the commuted value is
equal to the present value of the remaining Guaranteed
Payments calculated using the adjusted contract rate.

The adjusted contract rate equals:

(Rate of Return) + CY - IY

where: Rate of Return is the Fixed Annuity Present Value
Interest Rate shown on the Specifications page

CY is the Commutation Yield

IY is the Issue Yield

CY is determined as follows:

1) CY is the average of the yields, as published in the
Wall Street Journal on the Friday before the date of
commutation, of the three, or more if Aetna deems
necessary, noncallable noninflation adjusted Treasury
Notes or Bonds maturing on or closest to the
Commutation Duration Date.

2) "Commutation Duration Date" is the date (month and
year) obtained when the commutation duration is added
to the date of commutation.

3) "Commutation Duration" equals 1 plus the number of
whole years from the date of commutation until the
final Guaranteed Payment is due, divided by 2. Any
resulting fraction will be rounded up to the next
whole number.

IY is determined as follows:

1) IY is the average of the yields as published in the
Wall Street Journal on the Friday before the Contract
Effective Date, of the three, or more if Aetna deems
necessary, noncallable noninflation adjusted Treasury
Notes or Bonds maturing on or closest to the Issue
Duration Date.
A050SP96

<PAGE>

2) "Issue Duration Date" (month and year) is obtained
when Issue Duration is added to the Contract Effective
Date.

3) "Issue Duration" equals 1 plus the number of whole
years from issue until the final payment is due,
divided by 2. Any resulting fraction will be rounded
up to the next whole number.

The section entitled Death Benefit Provision is amended by deleting items a) and
c) and replacing them with the following:

a) If the Annuitant dies, or under a joint Annuity option the
Survivor dies, any remaining Guaranteed Payments will be
paid to the Beneficiary as specified in the Schedule of
Benefits on the Specifications page. Such payments will be
paid at least as rapidly as under the method of distribution
then in effect. The Beneficiary may elect to receive the
commuted value of any remaining Guaranteed Payments. No
commutation fee will apply to the commuted value in this
situation.

c) The commuted value under this death benefit provision will
be determined as of the Valuation Date next following when
proof of death acceptable to Aetna and a request for payment
are received in good order at Aetna's home office. If this
contract is issued as a Period Certain Annuity, the commuted
value will be determined as described in the section
entitled Commuted Value. If this contract is issued as a
Life Annuity with Guaranteed Payments, the rate used to
determine the commuted value will be 1) for Fixed Annuities,
the Fixed Annuity Present Value Interest Rate shown on the
Specifications page and 2) for Variable Annuities, the
Variable Annuity Assumed Annual Net Return Rate shown on the
Specifications page.

Endorsed and made a part this contract on the Contract Effective Date.

/s/ Dan Kearney

A050SP96

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A050SP96

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A050SP96

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- -------------------------------------------------------------------------------
[Aetna logo]

Aetna Life Insurance and Annuity Company

Home Office: 151 Farmington Avenue
Hartford, Connecticut 06156
(800) 238-6273

Individual Single Premium Immediate Fixed, Variable or
Combination Annuity Contract Nonparticipating

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

ALL PAYMENTS AND VALUES PROVIDED BY THE CONTRACT, WHEN BASED ON INVESTMENT
EXPERIENCE OF A SEPARATE ACCOUNT, ARE VARIABLE AND ARE NOT GUARANTEED AS TO
FIXED DOLLAR AMOUNT.

A050SP96

[Aetna logo]
Individual Single Premium Aetna Life Insurance and Annuity Company
Immediate Annuity (SPIA) 151 Farmington Avenue
Application Hartford, Connecticut 06156
1-800-238-6273

Type of Contract: [ ] Nonqualified (subject to ERISA [ ] Yes [ ] No)
[ ] IRA [ ] Other
- ----------------- ----------------------------------------------------------
Contract Holder Name (Last, First, Middle Initial) Social Security Number
Information
----------------------------------------------------------
The contract Address (Street/P.O. Box) Telephone Number
holder will be [ ] Home
the payee unless [ ] Work
otherwise
requested. -----------------------------------------------------------
City, State, ZIP Code [ ] Male [ ] Female Date of Birth
This information
will be used -----------------------------------------------------------
for tax reporting Are you associated with a National Association
of Securities Dealer Firm? [ ]Yes [ ]No
Changes to SS# If yes, please specify.
or Date of Birth
must be initialed.
- -------------------------------------------------------------------------------
Annuitant Name (Last, First, Middle Initial) Social Security Number
If different
from Contract -----------------------------------------------------------
Holder. Address (Street/P.O. Box) Telephone Number
[ ] Home
If an IRA or TDA, [ ] Work
the Annuitant and
Contract Holder -----------------------------------------------------------
must be the City, State, ZIP Code [ ] Male [ ] Female Date of Birth
same person.
- --------------------------------------------------------------------------------
Joint Annuitant Name (Last, First, Middle Initial) Relationship
(Joint lifetime
option only.) Social Security # [ ] Male [ ] Female Date of Birth

- --------------------------------------------------------------------------------
Annuity Options [ ]Fixed Only [ ]Variable Only
[ ]Combination Variable/Fixed (Only one box may be checked.)

Complete the Only one option may be elected. Single Payment Amount
type of Annuity; Non-Lifetime Options $___________
and select an A. ____ Period Certain of
Annuity Option. ___(5-30 years)
Single Lifetime Options
For an IRA, B. ____ Single Life Only
401, 403(b) C. ____ Single Life with
or 457 contract, Guarantee of
the Annuity ___(5-30 years)
Option election Joint Lifetime Options
must comply with D. ____ Joint & 100% Survivor
IRC 401(a)(9) E. ____ Joint & 100% Survivor
with Guarantee of
If subject to ___(5-30 years)
ERISA, Joint F. ____ Joint & 66-2/3% Survivor
Lifetime G. ____ Joint & 50% Survivor
Option H must H. ____ Joint & 50% Contingent
be elected, Survivor
unless spousal
consent is
provided.
- -------------------------------------------------------------------------------
Fixed Only [ ] Cash Refund - Only available with
Features Lifetime Options B and D above.

These features [ ] Increasing Annuity - Only available with
may only be Non-Lifetime Options A and Lifetime Options B, C, D or E.
elected if the ____ 1, 2, or 3% Annual Increase
Fixed Only option (complete desired percentage)
is indicated
above. [ ] Commutability - Only available with
Non-Lifetime Option A.
- --------------------------------------------------------------------------------
Investment Variable (Select up to four.)
Options Small Company ____% [106] Alger American Small Cap
Portfolio
Complete World Stock ____% [123] Janus Aspen Worldwide Growth
Investment Portfolio
Options if
Variable Only Growth ____% [117] Janus Aspen Growth Portfolio
or a Combination ____% [100] Neuberger & Berman Growth
Variable/Fixed Portfolio
option is Growth & Income ____% [001] Aetna Variable Fund
indicated above. Corporate Bond ____% [004] Aetna Income Shares

Up to four Asset Allocation ____% [008] Aetna Investment Advisers
variable options Fund
may be selected. ____% [033] Aetna Legacy Variable
Portfolio

Fixed Dollar Option
____% ALIAC Fixed Dollar
____ 100 % Total

Assumed Annual Net Return Rate
[ ] 3-1/2%
[ ] 5%
(3-1/2% will be assumed if no election is made.)
______________________________________
- --------------------------------------------------------------------------------
Special Requests /
Optional Information
- --------------------------------------------------------------------------------
Replacement Will this contract change or replace any existing life
Information insurance or annuity contracts? [ ] Yes [ ] No
If yes, provide carrier name and account number:
[ ] Aetna
[ ] Other Carrier ___________________ Account # _________
For an Aetna Annuity replacement only, I have received
annuity option proposals for both the original and new
contracts and understand the differences:
[ ] Yes [ ] No
- --------------------------------------------------------------------------------
Financial Annual Household Income
Disclosure [ ] [Less than] $25,000 [ ] $25,000-$49,999
[ ] $50,000-$99,999 [ ] [More than] $100,000
Please provide
estimates. Net Worth
[ ] [Less than] $25,000 [ ] $25,000 - $49,999
[ ] $50,000 - $99,999 [ ] $100,000 - $250,000
[ ] [More than] $250,000
------------------------------------------------------------
How would you categorize yourself as an investor?
[ ] Aggressive [ ] Moderately Aggressive [ ] Moderate
[ ] Moderately Conservative [ ] Conservative
------------------------------------------------------------
Estimated percent of retirement income from this investment
[ ] [Less than] 25% [ ] 25 - 50% [ ] 50 - 75%
[ ] [More than] 75%
------------------------------------------------------------
Other Retirement Income Sources
[ ] Social Security [ ] IRA/401K [ ] Employer Pension
[ ] Savings/CD's [ ] Stocks/Mutual Funds
[ ] Other__________________
------------------------------------------------------------
Please check which of the following features in this
contract are important to you:
[ ] More than four (4) funds
[ ] Ability to transfer among funds
[ ] Ability to commute payments under a specified period
option
[ ] Increasing benefits under a fixed option
------------------------------------------------------------
Other Aetna Products
(Please indicate all other Aetna products currently owned
by the customer)
[ ] None [ ] Mutual Funds [ ] IRA
[ ] Non-Qualified Annuities [ ] Pension [ ] Other
------------------------------------------------------------
82926 (7/96) Agent Notes

<PAGE>

- --------------------------------------------------------------------------------
Beneficiary(ies)

Unless directed otherwise, we will pay any death benefit in equal shares to the
primary beneficiary(ies) named or to all living members of a class (e.g.,
children). If no primary beneficiary is living, payment will be made in equal
shares to the contingent beneficiary(ies).

Primary Contingent Complete Legal Name Relationship % Social Security #

[ ] [ ] ___________________ ____________ __ _____________

If subject to ERISA, a spouse must be the primary beneficiary for at least 50%,
unless spousal consent is provided.

- --------------------------------------------------------------------------------
Payment Payment Frequency - Payments will be monthly unless
Information otherwise requested:
Check box for [ ] quarterly [ ] semi-annually [ ] annually
type of payment [ ] EFT (Electronic Funds Transfer.
Complete information for EFT below.)
The first [ ] Check
payment(s) will -----------------------------------------------------------
be mailed to Bank Name and Address (Street, City, State, ZIP)
your resident
address until
EFT becomes
effective
(normally 3 - 6
weeks).
-----------------------------------------------------------
Bank Routing Number Bank Account Number

-----------------------------------------------------------
Type of Account:
(Please attach voided check or deposit slip)
[ ] Checking [ ] Savings
- --------------------------------------------------------------------------------
Form W-4P Periodic payments from a settlement option (other than
OMB NO. 1545-0415 interest only payments) are generally subject to Federal
Withholding Notice Income Tax withholding unless you elect not to have
and Election withholding apply. Tax will be withheld only on the portion
that is subject to Federal Income Tax. There will be no
withholding on the return of amounts paid into the contract
with dollars that have already been taxed.

Elect withholding or no withholding by checking the
appropriate box below. To change or revoke your election,
send a new Form W-4P (available at IRS offices) to Aetna.
This change will be effective no later than the January 1,
May 1, July 1, or October 1 after it is received provided
we receive it 30 days prior to that date. Otherwise, the
change or revocation will be effective on the next
scheduled date. Whether or not you have tax withheld, by
January 31 of each year, you will receive a statement from
Aetna showing the total taxable amount of your distribution
and the total income tax withheld, if any.

CAUTION: There are penalties for not paying enough tax
during the year, either through withholding or estimated
tax payments, or both. For more information see Publication
505, Tax Withholding and Estimated Tax, available from most
IRS offices. It explains estimated tax requirements and
penalties in detail.

COMPLETE THE FOLLOWING APPLICABLE LINES:

[ ] 1. I elect to have no income tax withheld from my
annuity. (Do not complete lines 2 or 3.)

[ ] 2. I elect to have taxes withheld from each periodic
annuity payment to be figured using the number of
allowances and marital status shown:
______________ (allowances). (You may also
designate an additional amount on line 3.)

[ ] SINGLE [ ] MARRIED
[ ] MARRIED, BUT WITHHOLD AT HIGHER SINGLE RATE

[ ] 3. I want the following additional amount withheld
from each pension or annuity payment. Note: For
periodic payments, you cannot enter an amount here
without entering the number (including zero) of
allowances on line 2: $ _________.

SOCIAL SECURITY OR
SIGNATURE ___________ EMPLOYER ID NUMBER ____________
Date ___________
- --------------------------------------------------------------------------------
Anti-Fraud Any person who knowingly and with intent to injure,
Statement defraud, or deceive any insurer files a statement of claim
or an application containing any false, incomplete, or
misleading information is guilty of a felony of the third
degree.
- --------------------------------------------------------------------------------
Your
Acknowledgment I declare that the information on the preceding page is
correct and true to the best of my knowledge. I represent
that the Social Security number(s) shown on this form
is/are correct.

I understand that when based on the investment experience
of a Separate Account, all payments and contract values
are variable and are not guaranteed as to fixed dollar
amount, and I have received a current prospectus.

If I have elected EFT, and by my signature below, I
authorize Aetna to deposit my payments by EFT to my bank
account. This request will remain in effect until I give
Aetna written notice of a change and sufficient time to
process the change. Aetna will notify my bank of my
intentions and will confirm my account number before the
first electronic transfer of my payment. If payments are
directed to a bank account, I authorize and direct the
bank to refund to Aetna and charge to my account the
amount of any payments made to the bank for any due date
after my death.

I understand the following individual(s)/organization(s)
will receive compensation as the result of my purchase
(completed by agent):
_____________________/________________/___________________

[ ] Please send me a Statement of Additional Information
[ ] The Company may hold my application and Purchase
Payment if it cannot accept my application within five
business days after receiving it at its home office.
-----------------------------------------------------------
Signature of Contract Holder
City , State Where Signed Date
-----------------------------------------------------------
Signature of Payee if EFT is elected
Date
- --------------------------------------------------------------------------------
Registered Do you have any reason to believe any existing insurance
Representative and/or annuity contracts will be modified or replaced if
this contract is issued? [ ] Yes [ ] No
-----------------------------------------------------------
Broker/Dealer Firm (PRINT)
-----------------------------------------------------------
Representative's Name (PRINT) Code
-----------------------------------------------------------
Social Security Number State License Number
-----------------------------------------------------------
Signature of Registered Representative Date
- --------------------------------------------------------------------------------