VARIABLE ANNUITY ACCOUNT B OF AETNA LIFE INS & ANNUITY CO
497, 1996-05-20
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<PAGE>
                                   PROSPECTUS
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This Prospectus describes "The New Retirement--Nicholas-Applegate/Aetna Annuity"
group and individual deferred variable annuity contracts ("Contracts") issued by
Aetna  Life Insurance  and Annuity  Company (the  "Company"). The  Contracts are
available  as  (1)  nonqualified  deferred  annuity  contracts,  (2)  Individual
Retirement  Annuities under Section 408(b) of  the Internal Revenue Code, or (3)
qualified  contracts  issued  in  connection  with  certain  employer  sponsored
retirement plans. (Availability of Contracts of the type identified in items (2)
and  (3) may  be subject  to state regulatory  approval.) In  most states, group
Contracts are offered, generally to  certain broker-dealers or banks which  have
agreed to act as Distributors of the Contracts. Individuals who have established
accounts  with those broker-dealers or banks  are eligible to participate in the
Contract. Individual Contracts are offered only in those states where the  group
Contracts are not authorized for sale. (See "Purchase.")

The securities offered in this Prospectus are distributed through the Company as
the  Underwriter and  by registered  broker-dealers or  banks selected  by it as
Distributors. (See "Purchase.")

The  Contracts  provide  that  contributions  may  be  allocated  to  the  ALIAC
Guaranteed Account (the "Guaranteed Account"), a credited interest option, or to
one or more of the Subaccounts of Variable Annuity Account B, a separate account
of  the  Company. The  Subaccounts invest  directly in  shares of  the following
Funds:
 
- Nicholas-Applegate Core Growth Series
- Nicholas-Applegate Diversified Income
Series
- Nicholas-Applegate Emerging Growth Series
- Nicholas-Applegate International Fixed
Income Series
- Nicholas-Applegate International Growth
Series
- Nicholas-Applegate Value Series
- Aetna Variable Encore Fund
 
Except as  specifically mentioned,  this Prospectus  describes only  investments
through  the  Separate  Account.  The Guaranteed  Account  is  described  in the
Appendix to this Prospectus, as well as in the Guaranteed Account's  prospectus.
The  availability  of  the  Funds  and  the  Guaranteed  Account  is  subject to
applicable regulatory authorization. (See "Investment Options.")

This Prospectus  provides  investors with  the  information about  the  Separate
Account  that they  should know  before investing  in the  Contracts. Additional
information about the Separate Account is contained in a Statement of Additional
Information ("SAI") which is available at no charge. The SAI has been filed with
the Securities and Exchange Commission and is incorporated herein by  reference.
The  Table of Contents for the SAI is  printed on page 21 of this Prospectus. An
SAI may be obtained by indicating the request on your application or  enrollment
form  or  by calling  the number  listed  under the  "Inquiries" section  of the
Prospectus Summary.

THIS PROSPECTUS IS VALID  ONLY WHEN ACCOMPANIED BY  THE CURRENT PROSPECTUSES  OF
THE  FUNDS AND THE ALIAC GUARANTEED ACCOUNT. ALL PROSPECTUSES SHOULD BE READ AND
RETAINED FOR FUTURE REFERENCE.

THE CONTRACTS ARE NOT DEPOSITS OR OBLIGATIONS OF OR GUARANTEED BY ANY BANK,  NOR
ARE  THEY INSURED BY THE  FDIC; THEY ARE SUBJECT  TO INVESTMENT RISKS, INCLUDING
POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED.

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

 THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL INFORMATION ARE DATED MAY 20,
                                      1996

<PAGE>
                               TABLE OF CONTENTS
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--------------------------------------------------------------------------------

<TABLE>
<S>                                                                <C>
DEFINITIONS......................................................     DEFINITIONS - 1
PROSPECTUS SUMMARY...............................................         SUMMARY - 1
FEE TABLE........................................................       FEE TABLE - 1
THE COMPANY......................................................                   1
VARIABLE ANNUITY ACCOUNT B.......................................                   1
INVESTMENT OPTIONS...............................................                   1
    The Funds....................................................                   1
    Fund Investment Advisers.....................................                   2
    Credited Interest Option.....................................                   2
PURCHASE.........................................................                   3
    Contract Availability........................................                   3
    Purchasing Interests in the Contract.........................                   3
    Purchase Payments............................................                   3
    Contract Rights..............................................                   4
    Designations of Beneficiary and Annuitant....................                   4
    Right to Cancel..............................................                   4
CHARGES AND DEDUCTIONS...........................................                   5
    Daily Deductions from the Separate Account...................                   5
         Mortality and Expense Risk Charge.......................                   5
         Administrative Charge...................................                   5
    Maintenance Fee..............................................                   5
    Deferred Sales Charge........................................                   5
    Fund Expenses................................................                   6
    Premium and Other Taxes......................................                   6
CONTRACT VALUATION...............................................                   7
TRANSFERS........................................................                   7
    Dollar Cost Averaging Program................................                   8
    Account Rebalancing Program..................................                   8
WITHDRAWALS......................................................                   8
ADDITIONAL WITHDRAWAL OPTIONS....................................                   9
DEATH BENEFIT DURING ACCUMULATION PERIOD.........................                   9
    Death Benefit Amount.........................................                   9
    Death Benefit Payment Options................................                  10
ANNUITY PERIOD...................................................                  11
    Annuity Period Elections.....................................                  11
    Partial Annuitization........................................                  11
    Annuity Options..............................................                  12
    Annuity Payments.............................................                  12
    Charges Deducted During the Annuity Period...................                  13
    Death Benefit Payable During the Annuity Period..............                  13
TAX STATUS.......................................................                  13
    Introduction.................................................                  13
    Taxation of the Company......................................                  13
    Tax Status of the Contract...................................                  14
    Taxation of Annuity Contracts................................                  15
    Contracts Used with Certain Retirement Plans.................                  17
</TABLE>

<PAGE>
<TABLE>
<S>                                                                <C>
MISCELLANEOUS....................................................                  19
    Distribution.................................................                  19
    Delay or Suspension of Payments..............................                  19
    Performance Reporting........................................                  20
    Voting Rights................................................                  20
    Modification of the Contract.................................                  20
    Transfers of Ownership; Assignment...........................                  20
    Involuntary Terminations.....................................                  21
    Legal Matters and Proceedings................................                  21
CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION..............                  21
APPENDIX--ALIAC GUARANTEED ACCOUNT...............................                  22
</TABLE>
 
THIS  PROSPECTUS DOES  NOT CONSTITUTE AN  OFFERING IN ANY  JURISDICTION IN WHICH
SUCH OFFERING  MAY NOT  LAWFULLY BE  MADE. THE  COMPANY DOES  NOT AUTHORIZE  ANY
PERSON TO GIVE INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE
OFFERING CONTAINED IN THIS PROSPECTUS EXCEPT AS OTHERWISE CONTAINED HEREIN.
<PAGE>
                                  DEFINITIONS
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--------------------------------------------------------------------------------
 
The following terms are defined as they are used in this Prospectus:
 
ACCOUNT:   A  record  that  identifies   contract  values  accumulated  on  each
Certificate Holder's behalf during the Accumulation Period.
 
ACCOUNT VALUE: The total dollar value of  amounts held in an Account as of  each
Valuation Date during the Accumulation Period.
 
ACCOUNT  YEAR: A  period of  twelve months  measured from  the date  on which an
Account is  established (the  effective date)  or from  an anniversary  of  such
effective date.
 
ACCUMULATION  PERIOD: The period during which Purchase Payment(s) credited to an
Account are invested to fund future annuity payments.

ACCUMULATION UNIT: A  measure of  the value  of each  Subaccount before  Annuity
payments begin.
 
ADJUSTED  ACCOUNT VALUE: The  Account Value, plus or  minus the aggregate market
value adjustment for amounts allocated to the Guaranteed Account.

ANNUITANT: The person on whose life or life expectancy the Annuity payments  are
based.
 
ANNUITY:  A series of payments  for life, a definite  period or a combination of
the two.

ANNUITY DATE: The date on which Annuity payments begin.

ANNUITY PERIOD: The period during which Annuity payments are made.
 
ANNUITY UNIT: A  measure of  the value of  each Subaccount  selected during  the
Annuity Period.
 
BENEFICIARY(IES):  The person or  persons who are entitled  to receive any death
benefit proceeds. Under Nonqualified Contracts, Individual Retirement  Annuities
and  Section 403(b) Contracts, Beneficiary refers to the beneficiary named under
the Contract. Under Qualified Contracts sold  in conjunction with 401(a) or  457
Plans, Beneficiary refers to the beneficiary under the plan.
 
CERTIFICATE:  The  document  issued  to  a  Certificate  Holder  for  an Account
established under a group contract.
 
CERTIFICATE HOLDER  (YOU):  A  person  or entity  who  purchases  an  individual
Contract  or  acquires  an interest  under  a group  Contract.  For Nonqualified
Contracts, we reserve the right to limit ownership to natural persons.
 
COMPANY (WE, US): Aetna Life Insurance and Annuity Company.
 
CONTRACT: The group and individual deferred, variable annuity contracts  offered
by this Prospectus.

DISTRIBUTOR(S):  The registered broker-dealer(s), or banks that may be acting as
broker-dealers without separate registration  under the Securities Exchange  Act
of  1934, which have entered  into selling agreements with  the Company to offer
and sell the Contracts. The Company may also serve as a Distributor.

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.
 
GROUP CONTRACT HOLDER: The entity to which a group Contract is issued.
 
HOME OFFICE: The Company's principal executive offices located at 151 Farmington
Avenue, Hartford, Connecticut 06156.
 
INDIVIDUAL  CONTRACT HOLDER: A person or  entity who has purchased an individual
variable annuity  contract (also  referred to  as a  "Certificate Holder").  For
Nonqualified  Contracts,  we reserve  the right  to  limit ownership  to natural
persons.
 
--------------------------------------------------------------------------------
                                DEFINITIONS - 1
<PAGE>
INDIVIDUAL RETIREMENT ANNUITY: An individual or group variable deferred  annuity
intended to qualify under Code Section 408(b).
 
NONQUALIFIED  CONTRACT:  A contract  established  to supplement  an individual's
retirement income,  or to  provide  an alternative  investment option  under  an
Individual Retirement Account qualified under Code Section 408(a).
 
PURCHASE PAYMENT(S): The gross payment(s) made to the Company under an Account.
 
QUALIFIED  CONTRACTS: Contracts available for use with plans entitled to special
federal income tax treatment under Code Sections 401(a), 403(b), 408(b) or 457.

REGISTERED REPRESENTATIVE: The individual who is registered with a broker-dealer
acting as Distributor to offer and sell  securities, or who is an employee of  a
bank  acting as Distributor that is exempt from broker-dealer registration under
the Securities Exchange  Act of  1934. Registered Representatives  must also  be
licensed as insurance agents to sell variable annuity contracts.

SEPARATE ACCOUNT: Variable Annuity Account B, a separate account established 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.
 
SURRENDER VALUE: The amount payable upon the withdrawal of all or any portion of
an Account Value.

UNDERWRITER:  The registered broker-dealer which contracts with other registered
broker-dealers, or with banks exempt  from broker-dealer registration, to  offer
and sell the Contracts. The Company will serve as Underwriter.

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.
 
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                                DEFINITIONS - 2
<PAGE>
                               PROSPECTUS SUMMARY
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--------------------------------------------------------------------------------
 
CONTRACTS OFFERED
 
    The Contracts described in this Prospectus are group and individual deferred
variable  annuity contracts issued  by Aetna Life  Insurance and Annuity Company
(the "Company"). The  purpose of  the Contract is  to accumulate  values and  to
provide  benefits upon retirement. The Contracts are currently available for (1)
individual nonqualified purchases; (2) Individual Retirement Annuities; and  (3)
purchases  made in  conjunction with  employer sponsored  retirement plans under
Sections 401(a), 403(b) or  457 of the Code.  (Availability of Contracts of  the
type  identified  in  items (2)  and  (3)  may be  subject  to  state regulatory
approval. See "Purchase.")

    In  most  states,  group  Contracts   are  offered,  generally  to   certain
broker-dealers  or  banks  which  have  agreed to  act  as  Distributors  of the
Contracts. Individuals who have  established accounts with those  broker-dealers
or  banks are eligible to participate  in the Contract. Individual Contracts are
offered only in those  states where the group  Contracts are not authorized  for
sale.  Joint Certificate Holders  are allowed only  on Nonqualified Contracts. A
joint Certificate  Holder must  be the  spouse of  the other  joint  Certificate
Holder.  In New York and Pennsylvania, the joint Certificate Holders do not need
to be spouses. References to "Certificate Holders" in this Prospectus mean  both
of the Certificate Holders on joint Accounts.

CONTRACT PURCHASE
 
    You may purchase an interest in the Contract by completing an application or
enrollment  form  and submitting  it to  the Company.  Purchase Payments  can be
applied to the  Contract either through  a lump-sum payment  or through  ongoing
contributions. (See "Purchase.")
 
FREE LOOK PERIOD
 
    You  may cancel the Contract or Certificate within 10 days after you receive
it (or longer if  required by state  law) by returning it  to the Company  along
with  a written notice of cancellation. Unless state law requires otherwise, the
amount  you  will  receive  upon   cancellation  will  reflect  the   investment
performance of the Subaccounts into which your Purchase Payments were deposited.
In  some  cases this  may  be more  or  less than  the  amount of  your Purchase
Payments. Under a Contract issued as an Individual Retirement Annuity, you  will
receive a refund of your Purchase Payment. (See "Purchase--Right to Cancel.")
 
INVESTMENT OPTIONS
 
    The  Company has established  Variable Annuity Account  B, a registered unit
investment trust,  for  the purpose  of  funding  the variable  portion  of  the
Contracts.  The  Separate  Account  is  divided  into  Subaccounts  which invest
directly in shares of the Funds described herein. The Contract allows investment
in any or all of the Subaccounts, as well as in the Guaranteed Account described
below. For a complete  list of the  Funds available under  the Contracts, and  a
description  of  the  investment  objectives  of each  of  the  Funds  and their
investment advisers, see "Investment Options--The Funds" in this Prospectus,  as
well as the prospectuses for each of the Funds.
 
    The  Guaranteed Account is the credited  interest option available under the
Contract which allows  you to earn  a fixed rate  of interest, if  held for  the
guaranteed term. (See the Appendix to this Prospectus.)
 
CHARGES AND DEDUCTIONS
 
    Certain  charges are associated with  these Contracts. These charges include
daily deductions  from the  Separate  Account (the  mortality and  expense  risk
charge  and an  administrative charge), as  well as any  annual maintenance fee,
transfer fees and premium and other taxes. The Funds also incur certain fees and
expenses which are deducted directly from the Funds. A deferred sales charge may
apply upon a full or partial withdrawal of the Account Value. (See the Fee Table
and "Charges and Deductions.")
 
--------------------------------------------------------------------------------
                                  SUMMARY - 1
<PAGE>
TRANSFERS
 
    Prior to  the Annuity  Date,  and subject  to certain  limitations,  Account
Values  may be  transferred among  the Subaccounts  and the  Guaranteed Account.
Currently transfers are without charge. However, the Company reserves the  right
to  charge up  to $10 if  more than  12 transfers are  made in  a calendar year.
Transfers can be  requested in writing  or by telephone  in accordance with  the
Company's  transfer procedures.  (Transfers from  the Guaranteed  Account may be
restricted and subject to a market value adjustment. See the Appendix.)
 
    The Company  also offers  a Dollar  Cost Averaging  Program and  an  Account
Rebalancing  Program. The  Dollar Cost  Averaging Program  permits the automatic
transfer of amounts  from any  of the  Subaccounts and  the one-year  Guaranteed
Account  term to any of  the other Subaccounts on  a monthly or quarterly basis.
The Account Rebalancing Program allows  Certificate Holders to have portions  of
their   Account  Value   automatically  reallocated  annually   to  a  specified
percentage. (See "Transfers.")
 
WITHDRAWALS
 
    All or a part  of the Account  Value may be withdrawn  prior to the  Annuity
Date  by properly completing a disbursement form  and sending it to the Company.
Certain charges  may be  assessed upon  withdrawal. Amounts  withdrawn from  the
Guaranteed  Account  may  be subject  to  a  market value  adjustment.  (See the
Appendix.) The taxable portion of the  withdrawal may also be subject to  income
tax and a federal tax penalty. (See "Withdrawals.")
 
    The  Contract also offers  certain Additional Withdrawal  Options during the
Accumulation Period to persons  meeting certain criteria. Additional  Withdrawal
Options  are  not available  in  all states  and may  not  be suitable  in every
situation. (See "Additional Withdrawal Options.")
 
GUARANTEED DEATH BENEFIT
 
    These Contracts contain a guaranteed  death benefit feature. Upon the  death
of   the  Annuitant,   the  Account  Value   may  be   increased  under  certain
circumstances. (See "Death Benefit During Accumulation Period.")
 
    After Annuity Payments have commenced, a death benefit may be payable to the
Beneficiary depending upon  the terms  of the  Contract and  the Annuity  Option
selected. (See "Death Benefit Payable During the Annuity Period.")
 
THE ANNUITY PERIOD
 
    On  the Annuity  Date, you  may elect  to begin  receiving Annuity Payments.
Annuity Payments can be  made on either a  fixed, variable or combination  fixed
and variable basis. If a variable payout is selected, the payments will continue
to  vary  with the  investment performance  of  the Subaccount(s)  selected. The
Company reserves  the right  to limit  the  number of  Subaccounts that  may  be
available during the Annuity Period. (See "Annuity Period.")
 
TAXES
 
    Earnings are not generally taxed until you or your Beneficiary(ies) actually
receive  a distribution  from the  Contract. A  10% federal  tax penalty  may be
imposed on certain withdrawals. (See "Tax Status.")
 
INQUIRIES
 
    Questions, inquiries or requests for additional information can be  directed
to  your  agent or  local  representative, or  you  may contact  the  Company as
follows:
 
<TABLE>
 <S>                                                      <C>
 -  Write to:                                             Aetna Life Insurance and Annuity Company
                                                          151 Farmington Avenue
                                                          Hartford, Connecticut 06156-5996
                                                          Attention: Customer Service
 
 -  Call Customer Service:                                1-800-531-4547 (for automated transfers or changes
                                                          in the allocation of Account Values, call:
                                                          1-800-262-3862)
</TABLE>
 
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                                  SUMMARY - 2
<PAGE>
                                   FEE TABLE
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--------------------------------------------------------------------------------
 
This Fee Table describes  the various charges and  expenses associated with  the
Contract.  No sales charge is paid upon purchase of the Contract. All costs that
are borne  directly or  indirectly under  the Subaccounts  and Funds  are  shown
below.  Some expenses may vary as  explained under "Charges and Deductions." The
charges and  expenses shown  below do  not  include premium  taxes that  may  be
applicable.  For more  information regarding  expenses paid  out of  assets of a
particular Fund, see the Fund's prospectus.
 
DIRECT CHARGES. These charges are deducted directly from the Account Value. They
include:
 
    DEFERRED SALES  CHARGE.    The  deferred  sales  charge  is  deducted  as  a
percentage  of each Purchase Payment withdrawn. The amount of the deferred sales
charge is calculated as follows:
<TABLE>
<S>                      <C>                  <C>                      <C>
                                              CONTRACTS OR CERTIFICATES ISSUED IN NEW YORK:
 
<CAPTION>
 YEARS FROM RECEIPT OF     DEFERRED SALES      YEARS FROM RECEIPT OF      DEFERRED SALES
   PURCHASE PAYMENT       CHARGE DEDUCTION       PURCHASE PAYMENT        CHARGE DEDUCTION
-----------------------  -------------------  -----------------------  ---------------------
<S>                      <C>                  <C>                      <C>
Less than 2                          6%       Less than 1                           7%
2 or more but less than                       1 or more but less than
 4                                   5%        2                                    6%
4 or more but less than                       2 or more but less than
 5                                   4%        3                                    5%
5 or more but less than                       3 or more but less than
 6                                   3%        4                                    4%
6 or more but less than                       4 or more but less than
 7                                   2%        5                                    3%
                                              5 or more but less than
7 or more                            0%        6                                    2%
                                              6 or more but less than
                                               7                                    1%
                                              7 or more                             0%
</TABLE>
 
       ANNUAL MAINTENANCE FEE....................................     $    30.00
       The maintenance fee will generally be deducted annually
      from each Account. The maintenance fee is waived when the
      Account Value is $50,000 or more on the date the
      maintenance fee is due. The amount shown is the MAXIMUM
      maintenance fee that can be deducted under the Contract.
       TRANSFER CHARGE...........................................     $     0.00
       We currently allow an unlimited number of transfers
      without charge. However, we reserve the right to impose a
      fee of $10 for each transfer in excess of 12 per year.
 
INDIRECT CHARGES.  Each  Subaccount pays these expenses  out of its assets.  The
charges  are reflected in the Subaccount's daily Accumulation Unit Value and are
not charged directly to an Account. They include:
 
    DURING THE ACCUMULATION PERIOD:
 
       MORTALITY AND EXPENSE RISK CHARGE......................... 1.25  %
       ADMINISTRATIVE CHARGE..................................... 0.10  %*
                                                                 ------
         TOTAL SUBACCOUNT ANNUAL EXPENSES........................ 1.35  %
                                                                 ------
                                                                 ------
 
* 0.15% for Contracts  or Certificates issued  in the state  of New York,  which
  results in total Subaccount annual expenses of 1.40%
 
DURING THE ANNUITY PERIOD:
 
       MORTALITY AND EXPENSE RISK CHARGE......................... 1.25 %
       ADMINISTRATIVE CHARGE..................................... 0.00 %
                                                                 -----
       We currently do not impose an Administrative Charge during
      the Annuity Period. However, we reserve the right to deduct
      a daily charge of not more than 0.25% per year from the
      Subaccounts.
         TOTAL SUBACCOUNT ANNUAL EXPENSES........................ 1.25 %
                                                                 -----
                                                                 -----
 
--------------------------------------------------------------------------------
                                 FEE TABLE - 1
<PAGE>
ANNUAL EXPENSES OF THE FUNDS

The  following table illustrates the advisory fees and other expenses applicable
to the Funds. Except as noted, the following figures are a percentage of average
net assets  and, except  where otherwise  indicated, are  based on  figures  for
the  year ended December  31, 1995. A Fund's  "Other Expenses" include operating
costs of the  Fund. The expenses  shown below  are reflected in  the Fund's  net
asset value and are not deducted from the Account Value.

<TABLE>
<CAPTION>
                                                       INVESTMENT
                                                     ADVISORY FEES    OTHER EXPENSES      TOTAL
                                                     (AFTER EXPENSE   (AFTER EXPENSE   ANNUAL FUND
                                                     REIMBURSEMENT)   REIMBURSEMENT)    EXPENSES
                                                     --------------   --------------   -----------
 <S>                                                 <C>              <C>              <C>
 Nicholas-Applegate Core Growth Series(1)                 0.75%            0.25%          1.00%
 Nicholas-Applegate Diversified Income Series(1)          0.45%            0.00%          0.45%
 Nicholas-Applegate Emerging Growth Series(1)             1.00%            0.25%          1.25%
 Nicholas-Applegate International Fixed Income
  Series(1)                                               0.60%            0.35%          0.95%
 Nicholas-Applegate International Growth Series(1)        1.00%            0.40%          1.40%
 Nicholas-Applegate Value Series(1)                       0.75%            0.25%          1.00%
 Aetna Variable Encore Fund(2)                            0.25%            0.10%          0.35%
</TABLE>

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

(1) The  Fund's Adviser has agreed  to reduce its fees,  and to absorb the other
    operating expenses of each Series to ensure that the expenses of each Series
    (excluding  interest,  taxes,  brokerage  commissions  and  other  portfolio
    transaction  expenses, capital  expenditures and  extraordinary expenses) do
    not exceed the following percentages of  such Series' average net assets  on
    an  annual basis through December  31, 1996: Core Growth--1.00%; Diversified
    Income--0.45%; Emerging  Growth--1.25%; International  Fixed  Income--0.95%;
    International  Growth--1.40%; Value--1.00%. Without such an arrangement, the
    "Other Expenses" and  "Total Annual Fund  Expenses" are estimated  to be  as
    follows:  Core Growth--0.56% and 1.31%; Diversified Income--0.27% and 0.72%;
    Emerging Growth--0.61%  and  1.61%; International  Fixed  Income--1.15%  and
    1.75%;  International Growth-- 0.61% and  1.61%; and Value--0.56% and 1.31%.
    During the course  of this period,  expenses may  be more or  less than  the
    amount shown.

(2) As  of May 1, 1996, the Company  will provide administrative services to the
    Fund and will  assume the Fund's  ordinary recurring direct  costs under  an
    Administrative  Services Agreement. The "Other Expenses" shown are not based
    on figures for the year ended December 31, 1995, but reflect the fee payable
    under this Agreement.

--------------------------------------------------------------------------------
                                 FEE TABLE - 2
<PAGE>
HYPOTHETICAL ILLUSTRATION (EXAMPLE)
 
THIS  EXAMPLE  IS   PURELY  HYPOTHETICAL.   IT  SHOULD  NOT   BE  CONSIDERED   A
REPRESENTATION  OF PAST OR  FUTURE EXPENSES OR  EXPECTED RETURN. ACTUAL EXPENSES
AND/OR RETURN MAY BE MORE OR LESS THAN THOSE SHOWN BELOW.

The following  Examples  illustrate  the  expenses that  would  have  been  paid
assuming  a $1,000 investment in the Contract and a 5% return on assets. For the
purposes of these Examples,  the maximum maintenance fee  of $30.00 that can  be
deducted  under the Contract has been converted  to a percentage of assets equal
to 0.12%.

<TABLE>
<CAPTION>
                                                                      EXAMPLE A                              EXAMPLE B
                                                  --------------------------------------------------  ------------------------
                                                                                                      IF YOU  DO NOT  WITHDRAW
                                                                                                      THE ACCOUNT VALUE, OR IF
                                                  IF  YOU WITHDRAW  THE ENTIRE ACCOUNT  VALUE AT THE  YOU ANNUITIZE AT THE END
                                                                                                      OF  THE  PERIODS  SHOWN,
                                                  END  OF  THE  PERIODS  SHOWN,  YOU  WOULD  PAY THE  YOU   WOULD   PAY    THE
                                                                                                      FOLLOWING  EXPENSES  (NO
                                                  FOLLOWING  EXPENSES,   INCLUDING  ANY   APPLICABLE  DEFERRED SALES CHARGE IS
                                                  DEFERRED SALES CHARGE:                              REFLECTED):*
                                                    1 YEAR       3 YEARS      5 YEARS     10 YEARS      1 YEAR       3 YEARS
                                                  -----------  -----------  -----------  -----------  -----------  -----------
<S>                                               <C>          <C>          <C>          <C>          <C>          <C>
Nicholas-Applegate Core Growth Series              $      87    $     122    $     158    $     281    $      25    $      77
Nicholas-Applegate Diversified Income Series       $      81    $     105    $     130    $     224    $      20    $      60
Nicholas-Applegate Emerging Growth Series          $      89    $     129    $     171    $     305    $      28    $      84
Nicholas-Applegate International Fixed Income
 Series                                            $      86    $     120    $     156    $     276    $      25    $      75
Nicholas-Applegate International Growth Series     $      90    $     134    $     178    $     320    $      29    $      89
Nicholas-Applegate Value Series                    $      87    $     122    $     158    $     281    $      25    $      77
Aetna Variable Encore Fund                         $      80    $     102    $     125    $     214    $      18    $      57
 
<CAPTION>
 
                                                    5 YEARS     10 YEARS
                                                  -----------  -----------
<S>                                               <C>          <C>
Nicholas-Applegate Core Growth Series              $     132    $     281
Nicholas-Applegate Diversified Income Series       $     104    $     224
Nicholas-Applegate Emerging Growth Series          $     144    $     305
Nicholas-Applegate International Fixed Income
 Series                                            $     129    $     276
Nicholas-Applegate International Growth Series     $     151    $     320
Nicholas-Applegate Value Series                    $     132    $     281
Aetna Variable Encore Fund                         $      99    $     214
</TABLE>

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

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

<TABLE>
<CAPTION>
                                                                       CONTRACTS OR CERTIFICATES ISSUED IN NEW YORK
                                                       ----------------------------------------------------------------------------
                                                                           EXAMPLE C                              EXAMPLE D
                                                       --------------------------------------------------  ------------------------
                                                                                                           IF  YOU DO  NOT WITHDRAW
                                                                                                           THE ACCOUNT VALUE, OR IF
                                                       IF YOU WITHDRAW  THE ENTIRE ACCOUNT  VALUE AT  THE  YOU ANNUITIZE AT THE END
                                                                                                           OF  THE  PERIODS  SHOWN,
                                                       END OF  THE  PERIODS  SHOWN,  YOU  WOULD  PAY  THE  YOU    WOULD   PAY   THE
                                                                                                           FOLLOWING  EXPENSES  (NO
                                                       FOLLOWING   EXPENSES,  INCLUDING   ANY  APPLICABLE  DEFERRED SALES CHARGE IS
                                                       DEFERRED SALES CHARGE:                              REFLECTED):*
                                                         1 YEAR       3 YEARS      5 YEARS     10 YEARS      1 YEAR       3 YEARS
                                                       -----------  -----------  -----------  -----------  -----------  -----------
<S>                                                    <C>          <C>          <C>          <C>          <C>          <C>
Nicholas-Applegate Core Growth Series                   $      87    $     112    $     151    $     286    $      26    $      78
Nicholas-Applegate Diversified Income Series            $      82    $      95    $     123    $     230    $      20    $      62
Nicholas-Applegate Emerging Growth Series               $      89    $     119    $     163    $     310    $      28    $      86
Nicholas-Applegate International Fixed Income Series    $      87    $     110    $     148    $     281    $      25    $      77
Nicholas-Applegate International Growth Series          $      91    $     124    $     170    $     324    $      30    $      90
Nicholas-Applegate Value Series                         $      87    $     112    $     151    $     286    $      26    $      78
Aetna Variable Encore Fund                              $      81    $      92    $     118    $     219    $      19    $      59
 
<CAPTION>
 
                                                         5 YEARS     10 YEARS
                                                       -----------  -----------
<S>                                                    <C>          <C>
Nicholas-Applegate Core Growth Series                   $     134    $     286
Nicholas-Applegate Diversified Income Series            $     106    $     230
Nicholas-Applegate Emerging Growth Series               $     146    $     310
Nicholas-Applegate International Fixed Income Series    $     132    $     281
Nicholas-Applegate International Growth Series          $     154    $     324
Nicholas-Applegate Value Series                         $     134    $     286
Aetna Variable Encore Fund                              $     101    $     219
</TABLE>

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

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

--------------------------------------------------------------------------------
                                 FEE TABLE - 3
<PAGE>
                                  THE COMPANY
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 
    Aetna Life Insurance and  Annuity Company (the "Company")  is the issuer  of
the  Contract, and as  such, it is  responsible for providing  the insurance and
annuity benefits  under the  Contract. The  Company is  a stock  life  insurance
company  organized under the insurance laws of the State of Connecticut in 1976.
Through a merger, it  succeeded to the business  of Aetna Variable Annuity  Life
Insurance  Company (formerly  Participating Annuity  Life Insurance  Company, an
Arkansas life insurance company  organized in 1954). The  Company is engaged  in
the  business of issuing life insurance  policies and variable annuity contracts
in all states of  the United States. The  Company's principal executive  offices
are located at 151 Farmington Avenue, Hartford, Connecticut 06156.
 
    The Company is a wholly owned subsidiary of Aetna Retirement Holdings, Inc.,
which  is in turn a  wholly owned subsidiary of  Aetna Retirement Services, Inc.
and an indirect wholly owned subsidiary of Aetna Life and Casualty Company.
 
                           VARIABLE ANNUITY ACCOUNT B
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 
    The Company established Variable Annuity Account B (the "Separate  Account")
in  1976 as a segregated  asset account for the  purpose of funding its variable
annuity contracts. The Separate Account is registered as a unit investment trust
under the  Investment  Company Act  of  1940 (the  "1940  Act"), and  meets  the
definition  of "separate  account" under  federal securities  laws. The Separate
Account is divided into  "subaccounts" which do not  invest directly in  stocks,
bonds  or other investments. Instead, each Subaccount buys and sells shares of a
corresponding Fund.
 
    Although the Company holds title to the assets of the Separate Account, such
assets are not chargeable  with liabilities of any  other business conducted  by
the  Company. Income, gains or losses of the Separate Account are credited to or
charged against  the assets  of the  Separate Account  without regard  to  other
income,  gains  or losses  of  the Company.  All  obligations arising  under the
Contracts are general corporate obligations of the Company.
 
                               INVESTMENT OPTIONS
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 
THE FUNDS
 
    Purchase Payments may  be allocated  to one or  more of  the Subaccounts  as
designated  on  the application  or enrollment  form.  In turn,  the Subaccounts
invest in the corresponding Funds at net asset value.
 
    The availability of  Funds may  be subject to  regulatory authorization.  In
addition, the Company may add or withdraw Funds, as permitted by applicable law.
Not all Funds may be available in all jurisdictions or under all Contracts.
 
    Subject  to state regulatory approval,  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 investment in such shares should become inappropriate in
view of the  purpose of  the Contract,  we may cease  to make  such Fund  shares
available  for  investment under  the Contract  prospectively. The  Company may,
alternatively, 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 and federal securities
laws.
 
    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.
 
-NICHOLAS  APPLEGATE  CORE GROWTH  SERIES  seeks to  maximize  long-term capital
 appreciation. It invests primarily in a diversified portfolio of common  stocks
 of U.S. companies with middle market capitalizations and above (generally above
 $500 million).
 
--------------------------------------------------------------------------------
                                       1
<PAGE>
-NICHOLAS-APPLEGATE DIVERSIFIED INCOME SERIES seeks to maximize total return. It
 invests  primarily in an actively-managed diversified portfolio of fixed-income
 securities, up to 35% of which  may be securities rated below investment  grade
 ("high  yield, high risk securities," also  commonly known as junk bonds). High
 yield, high risk securities  involve certain risks.  See the Fund's  prospectus
 for a description of such risks.
 
-NICHOLAS-APPLEGATE  EMERGING GROWTH SERIES seeks  to maximize long-term capital
 appreciation. It invests primarily in a diversified portfolio of common  stocks
 of U.S. companies with smaller market capitalizations.
 
-NICHOLAS-APPLEGATE  INTERNATIONAL FIXED  INCOME SERIES seeks  high total return
 through both income and capital  appreciation. It invests in a  non-diversified
 international  portfolio of  high-grade bonds  and money  market instruments of
 foreign issuers.
 
-NICHOLAS-APPLEGATE INTERNATIONAL  GROWTH  SERIES seeks  to  maximize  long-term
 capital  appreciation.  It  invests  in an  international  portfolio  of equity
 securities of foreign companies.
 
-NICHOLAS-APPLEGATE VALUE SERIES seeks to  provide a total return consisting  of
 capital  appreciation  plus  dividend  income  that  exceeds  the  total return
 realized on the Standard and Poor's 500 Stock Price Index. It invests primarily
 in  a  diversified   portfolio  of   equity  securities   with  larger   market
 capitalizations.
 
-AETNA  VARIABLE ENCORE  FUND seeks to  provide high  current return, consistent
 with preservation of capital and liquidity, through investment in  high-quality
 money  market instruments.  An investment  in the  Fund is  neither insured nor
 guaranteed by the U.S. Government.

FUND INVESTMENT ADVISERS

    The  Funds  of   the  Nicholas-Applegate   Series  Trust   are  managed   by
Nicholas-Applegate   Capital  Management,   a  California   limited  partnership
organized in 1984, with its principal place of business in California. Nicholas-
Applegate Capital  Management  is  a registered  investment  adviser  under  the
Investment   Advisers  Act  of  1940,  as  amended.  Nicholas-Applegate  Capital
Management has  retained  the  services  of Rogge  Global  Partners,  plc  as  a
subadviser  for the investments  of the International  Fixed Income Series under
the supervision  of the  Investment Adviser.  Rogge Global  Partners, plc  is  a
registered investment adviser organized in 1984. Its principal place of business
in the U.S. is located in Connecticut.
 
    The  Aetna  Variable Encore  Fund  is managed  by  Aetna Life  Insurance and
Annuity Company.
 
    RISKS ASSOCIATED WITH  INVESTMENT IN THE  FUNDS. Some of  the Funds may  use
instruments known as derivatives as part of their investment strategies. The use
of  certain derivatives may involve  high risk of volatility  to a Fund, and the
use of leverage in  connection with such derivatives  can also increase risk  of
losses. Some of the Funds may also invest in foreign or international securities
which involve greater risks than U.S. investments.
 
    More  comprehensive information, including a  discussion of potential risks,
is found in the  respective Fund prospectuses  which accompany this  Prospectus.
You  should  read  the  Fund  prospectuses  and  consider  carefully,  and  on a
continuing basis, which  Fund or  combination of Funds  is best  suited to  your
long-term investment objectives.
 
    CONFLICTS  OF INTEREST (MIXED  AND SHARED FUNDING). Shares  of the Funds are
sold to  each of  the Subaccounts  for funding  the variable  annuity  contracts
issued  by the Company. Shares of the Funds  may also be sold to other insurance
companies for the same purpose. This is referred to as "shared funding."  Shares
of  the Funds  may also  be used for  funding variable  life insurance contracts
issued by  the Company  or  by third  parties. This  is  referred to  as  "mixed
funding."
 
    Because  the Funds  available under the  Contract are sold  to fund variable
annuity contracts and variable life insurance policies issued by us or by  other
companies,  certain conflicts of interest could arise. If a conflict of interest
were to occur, one of the separate  accounts might withdraw its investment in  a
Fund,   which  might   force  that   Fund  to   sell  portfolio   securities  at
disadvantageous prices, causing  its per  share value to  decrease. Each  Fund's
Board of Directors or Trustees has agreed to monitor events in order to identify
any  material irreconcilable conflicts  which might arise  and to determine what
action, if any, should be taken to address such conflict.
 
CREDITED INTEREST OPTION
 
    Purchase Payments  may be  allocated to  the ALIAC  Guaranteed Account  (the
"Guaranteed  Account"). Through the Guaranteed  Account, we guarantee stipulated
rates of  interest  for stated  periods  of time.  Amounts  must remain  in  the
Guaranteed  Account for specified periods to  receive the quoted interest rates,
or a  market  value adjustment  (which  may be  positive  or negative)  will  be
applied. (See the Appendix.)
 
--------------------------------------------------------------------------------
                                       2
<PAGE>
                                    PURCHASE
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 
CONTRACT AVAILABILITY
 
    The  Contracts are offered  as (1) nonqualified  deferred annuity contracts;
(2)  Individual  Retirement  Annuities;  or  (3)  Qualified  Contracts  used  in
conjunction   with  certain  employer  sponsored  retirement  plans.  Individual
Retirement Annuities  are  currently  available as  rollovers,  and  may  permit
ongoing  contributions  subject  to  state  regulatory  approval.  Additionally,
availability of the Qualified Contracts described  under item (3) is subject  to
state regulatory approval.
 
    Eligible  persons seeking to invest and  accumulate money for retirement can
purchase individual interests in  group Contracts, or,  where required by  state
law, they may purchase individual Contracts. In most states, group Contracts are
offered,  generally  to  certain  broker-dealers which  have  agreed  to  act as
distributors of the Contracts,  and individual accounts  are established by  the
Company for each Certificate Holder. In some states, an individual Contract will
be  owned  by the  Certificate  Holder. In  both  cases, a  Certificate Holder's
interest in the Contract is known as his or her "Account."
 
    The maximum issue age for  the Annuitant is 90  (age 80 for those  Contracts
issued  in the state of New  York, and age 85 for  those Contracts issued in the
state of Pennsylvania).
 
    JOINT CERTIFICATE  HOLDERS.   Nonqualified  Contracts  may be  purchased  by
spouses  as joint Certificate  Holders. In New York  and Pennsylvania, the joint
Certificate Holders  do  not need  to  be spouses.  References  to  "Certificate
Holders"  in  this Prospectus  mean  both of  the  Certificate Holders  on joint
Accounts. Tax  law  prohibits  the  purchase of  Qualified  Contracts  by  joint
Certificate Holders.
 
PURCHASING INTERESTS IN THE CONTRACT

    GROUP   CONTRACTS.    Groups  will   generally  consist  of  those  eligible
individuals who have established an Account with a broker-dealer or a bank which
has agreed to act as a  Distributor for the Contracts. The Contract  application
must  be completed  by the  prospective group  Contract Holder  and sent  to the
Company at its Home  Office. Once we approve  the Contract application, a  group
Contract  is  issued  to  the group  Contract  Holder.  Certificate  Holders may
purchase interests in a  group Contract by submitting  an enrollment form.  Once
the enrollment form is accepted a Certificate will be issued.

    INDIVIDUAL CONTRACTS.  Certain states will not allow a group Contract due to
provisions  in their insurance laws. In  those states where individual Contracts
are offered,  eligible persons  will  submit an  individual application  to  the
Company.  In those states, an individual will be issued a Contract rather than a
Certificate.

    Regardless of whether you have purchased a group or individual Contract, the
Company must accept  or reject  the application  or enrollment  form within  two
business  days of receipt. If  these items are incomplete,  the Company may hold
any forms and accompanying  Purchase Payments for  five days. Purchase  Payments
may  be held for longer periods only with the consent of the Certificate Holder,
pending acceptance of the application or enrollment form. If the application  or
enrollment form is rejected, the application or enrollment form and any Purchase
Payments will be returned to the Certificate Holder.

PURCHASE PAYMENTS
 
    You  may make Purchase Payments under the  Contract in one lump sum, through
periodic payments or as a transfer from a pre-existing plan.
 
    The minimum  initial  Purchase Payment  amount  is $5,000  for  Nonqualified
Contracts  and $1,500 for Qualified Contracts. Additional Purchase Payments made
to an existing Contract  must be at  least $500, or if  made by automatic  check
plan,  $50 per month. Additional Purchase Payments  are subject to the terms and
conditions published by  us at the  time of the  subsequent payment. A  Purchase
Payment of more than $1,000,000 will be allowed only with the Company's consent.
We  also reserve the  right to reject  any Purchase Payment  to a prospective or
existing Account without advance notice.
 
    For Qualified Contracts the Code imposes a maximum limit on annual  Purchase
Payments  which may  be excluded  from a  participant's gross  income. (See "Tax
Status.")
 
    ALLOCATION OF  PURCHASE  PAYMENTS.   Purchase  Payments  will  initially  be
allocated  to  the Subaccounts  or the  Guaranteed Account  as specified  on the
application  or   enrollment   form.  Changes   in   such  allocation   may   be
 
--------------------------------------------------------------------------------
                                       3
<PAGE>
made  in  writing  or  by  telephone  transfer.  Allocations  must  be  in whole
percentages, and there may  be limitations on the  number of investment  options
that can be selected during the Accumulation Period. (See "Transfers.")
 
CONTRACT RIGHTS
 
    Under individual Contracts, Certificate Holders have all Contract rights.
 
    Under  group Contracts, the group Contract  Holder has title to the Contract
and generally  only the  right to  accept  or reject  any modifications  to  the
Contract. You have all other rights to your Account under the Contract. However,
under  a Nonqualified Contract, if  you and the Annuitant  are not the same, and
the Annuitant dies  first, a  different provision  applies. In  this case,  your
rights are automatically transferred to the Beneficiary. (See "Death Benefit.")
 
    Joint  Certificate Holders  have equal  rights under  the Contract  and with
respect to their Account. On  the death of a  joint Certificate Holder prior  to
the  Annuity Date,  the surviving  Certificate Holder  may retain  all ownership
rights under the Contract or elect to have the proceeds distributed. (See "Death
Benefit.") All  rights  under the  Contract  must  be exercised  by  both  joint
Certificate Holders with the exception of transfers among investment options; at
our  discretion, one joint  Certificate Holder can  select additional investment
options or change investment options after the Account has been established.
 
DESIGNATIONS OF BENEFICIARY AND ANNUITANT
 
    You  generally  designate  the  beneficiary   under  the  Contract  on   the
application  or  enrollment form.  However,  for Qualified  Contracts  issued in
conjunction with a Code Section 401(a) qualified pension or profit sharing  plan
or  a Code Section 457 deferred compensation  plan, the employer or trustee must
be both the Certificate Holder and  the beneficiary under the Contract, and  the
participant  on whose behalf the Account  was established must be the Annuitant.
Under such plans the participant is generally allowed to designate a beneficiary
under the plan,  and the Certificate  Holder may  direct that we  pay any  death
proceeds  to  the plan  beneficiary. "Beneficiary"  as  used in  this Prospectus
refers to the person who is ultimately entitled to receive such proceeds.
 
    For Qualified Contracts issued in conjunction with a Code Section 403(b) tax
deferred annuity program subject to the Employee Retirement Income Security  Act
(ERISA), the spouse of a married participant must be the Beneficiary of at least
50%  of the Account  Value. If the married  participant is age  35 or older, the
participant may name an alternate Beneficiary provided the participant furnishes
a waiver and spousal consent which meets the requirements of ERISA Section  205.
The  participant  on  whose  behalf  the Account  was  established  must  be the
Annuitant.
 
    For Qualified Contracts issued as an Individual Retirement Annuity, you must
be the Annuitant. For  Nonqualified Contracts, you may  (but need not) select  a
different person as the Annuitant. (See "Purchase-- Contract Availability.")
 
RIGHT TO CANCEL
 
    You  may cancel the Contract or  Certificate without penalty by returning it
to the Company with a written notice  of your intent to cancel. In most  states,
you  have ten days to exercise this  right; some states allow you longer. Unless
state law requires otherwise, the amount you will receive upon cancellation will
reflect the investment performance of  the Subaccounts into which your  Purchase
Payments  were deposited. In some cases this may be more or less than the amount
of your Purchase Payments;  therefore, you bear the  entire investment risk  for
amounts  allocated  among the  Subaccounts during  the  free look  period. Under
Contracts issued as Individual Retirement  Annuities, you will receive a  refund
of  your Purchase Payment. Account Values will be determined as of the Valuation
Date on which we receive your request for cancellation at our Home Office.
 
--------------------------------------------------------------------------------
                                       4
<PAGE>
                             CHARGES AND DEDUCTIONS
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 
DAILY DEDUCTIONS FROM THE SEPARATE ACCOUNT
 
    MORTALITY AND EXPENSE RISK CHARGE.  The Company makes a daily deduction from
each of the Subaccounts for the mortality and expense risk charge. The charge is
equal,  on an annual basis, to 1.25% of  the daily net assets of the Subaccounts
and compensates the  Company for  the assumption  of the  mortality and  expense
risks  under the Contract. The mortality risks are those assumed for our promise
to make lifetime payments according to annuity rates specified in the  Contract.
The  expense risk is the risk that  the actual expenses for costs incurred under
the Contract  will  exceed the  maximum  costs that  can  be charged  under  the
Contract.
 
    If  the amount deducted for mortality and expense risks is not sufficient to
cover the  mortality costs  and expense  shortfalls, the  loss is  borne by  the
Company.  If the deduction  is more than  sufficient, the excess  may be used to
recover distribution  expenses relating  to the  Contracts and  as a  source  of
profit  to the Company. The Company expects  to make a profit from the mortality
and expense risk charge.
 
    ADMINISTRATIVE CHARGE.  During the Accumulation Period, the Company makes  a
daily  deduction from each of the  Subaccounts for an administrative charge. The
charge is equal, on  an annual basis, to  0.10% of the daily  net assets of  the
Subaccounts  (0.15% of the daily net  assets for those Contracts or Certificates
issued in the state of New York) and compensates the Company for  administrative
expenses  that exceed  revenues from  the maintenance  fee described  below. The
charge is set at a level which does not exceed the average expected cost of  the
administrative  services  to be  provided while  the Contract  is in  force. The
Company does not expect to make a profit from this charge.
 
    During the  Annuity  Period,  the  Company reserves  the  right  to  make  a
deduction  for the administrative charge of an amount equal, on an annual basis,
to a maximum  of 0.25%  of the  daily net assets  of the  Subaccounts. There  is
currently  no administrative charge  during the Annuity  Period. Once an Annuity
Option is elected, the charge will  be established and will be effective  during
the entire Annuity Period.
 
MAINTENANCE FEE
 
    During   the  Accumulation  Period,  the   Company  will  deduct  an  annual
maintenance fee from the Account Value. The maintenance fee is to reimburse  the
Company  for some of  its administrative expenses  relating to the establishment
and maintenance of the Accounts.
 
    The maximum  maintenance  fee  deducted  under  the  Contract  is  $30.  The
maintenance fee will be deducted on a pro rata basis from each investment option
in  which you have an  interest. If your entire  Account Value is withdrawn, the
full maintenance fee will be deducted at the time of withdrawal. The maintenance
fee will not be  deducted (either annually or  upon withdrawal) if your  Account
Value is $50,000 or more on the day the maintenance fee is due.
 
DEFERRED SALES CHARGE
 
    Withdrawals  of all or  a portion of the  Account Value may  be subject to a
deferred sales charge.  The deferred sales  charge is a  percentage of  Purchase
Payments  withdrawn from the Subaccounts and the Guaranteed Account and is based
on the number of years which have  elapsed since the Purchase Payment was  made.
The deferred sales charge for each Purchase Payment is determined by multiplying
the Purchase Payment withdrawn by the appropriate percentage, in accordance with
the schedule set forth in the tables below.
 
    Withdrawals  are  taken first  against Purchase  Payments, then  against any
increase in  value. However,  the  deferred sales  charge  only applies  to  the
Purchase  Payment (not to any associated changes in value). To satisfy a partial
withdrawal, the deferred sales charge is calculated as if the Purchase  Payments
are  withdrawn from the Subaccounts  in the same order  they were applied to the
Account. Partial  withdrawals from  the Guaranteed  Account will  be treated  as
described in the Appendix and
 
--------------------------------------------------------------------------------
                                       5
<PAGE>
the  prospectus for the Guaranteed Account. The  total charge will be the sum of
the charges applicable for all of the Purchase Payments withdrawn.
 
<TABLE>
<CAPTION>
YEARS SINCE RECEIPT OF           DEFERRED SALES
PURCHASE PAYMENT                CHARGE DEDUCTION
----------------------------  ---------------------
<S>                           <C>
Less than 2                                6%
2 or more but less than 4                  5%
4 or more but less than 5                  4%
5 or more but less than 6                  3%
6 or more but less than 7                  2%
7 or more                                  0%
</TABLE>
 
                  CONTRACTS OR CERTIFICATES ISSUED IN NEW YORK
 
<TABLE>
<CAPTION>
YEARS SINCE RECEIPT OF           DEFERRED SALES
PURCHASE PAYMENT                CHARGE DEDUCTION
----------------------------  ---------------------
<S>                           <C>
Less than 1                                7%
1 or more but less than 2                  6%
2 or more but less than 3                  5%
3 or more but less than 4                  4%
4 or more but less than 5                  3%
5 or more but less than 6                  2%
6 or more but less than 7                  1%
7 or more                                  0%
</TABLE>
 
    A deferred sales charge will not be deducted from any portion of a  Purchase
Payment withdrawn if the withdrawal is:
 
-  applied to provide Annuity benefits;
 
-  paid  to a Beneficiary  due to the Annuitant's  death before Annuity Payments
   start, up to  a maximum  of the  Purchase Payment(s)  in the  Account on  the
   Annuitant's date of death;
 
-  made  due to the election of an Additional Withdrawal Option (see "Additional
   Withdrawal Options");
 
-  paid upon a full withdrawal where the Account Value is $2,500 or less and  no
   amount has been withdrawn during the prior 12 months; or
 
-  paid if we close out your Account when the value is less than $2,500.
 
    After  the first  Account Year, you  may withdraw  all or a  portion of your
Purchase Payments  without  a deferred  sales  charge, provided  that  (1)  such
withdrawal  occurs within three years of the Annuitant's admission to a licensed
nursing care facility (including non-licensed  facilities in New Hampshire)  and
(2)  the Annuitant has spent at least 45 consecutive days in such facility. This
waiver of deferred sales charge does not apply if the Annuitant is in a  nursing
care  facility at the time the Account is established. It will also not apply if
otherwise prohibited by state law.
 
    The Company does not  anticipate that the deferred  sales charge will  cover
all  sales and  administrative expenses which  it incurs in  connection with the
Contract. The difference will  be covered by the  general assets of the  Company
which are attributable, in part, to mortality and expense risk charges under the
Contract described above.
 
    FREE  WITHDRAWALS.   At least  12 months after  the date  the first Purchase
Payment is applied to your Account, you  may withdraw up to 10% of your  current
Account  Value  (up  to 15%  of  your  current Account  Value  for  Contracts or
Certificates issued in the state of New York) during each calendar year  without
imposition  of a deferred sales charge. The  free withdrawal applies only to the
first partial or  full withdrawal  in each  calendar year.  The free  withdrawal
amount  will be based on the Account Value calculated on the Valuation Date next
following our receipt of your request for withdrawal. If your withdrawal exceeds
the applicable free withdrawal allowance, we will deduct a deferred sales charge
on the excess amount. (See the Appendix for a discussion of withdrawals from the
Guaranteed Account.) This provision may not be exercised if you have elected the
Systematic Withdrawal  Option or  Estate Conservation  Option. (See  "Additional
Withdrawal Options.")
 
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 on Annuities.  These
taxes  currently range from 0% to 4%.  Ordinarily, any state premium tax will be
deducted from  the  Account Value  when  it is  applied  to an  Annuity  Option.
However,  we reserve  the right  to deduct state  premium tax  from the Purchase
Payment(s) or from the Account Values at  any time, but no earlier than when  we
have a tax liability under state law.
 
    Any  municipal  premium tax  assessed  at a  rate in  excess  of 1%  will be
deducted from the Purchase Payment(s) or  from the amount applied to an  Annuity
 
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                                       6
<PAGE>
Option  based on our determination  of when such tax is  due. We will absorb any
municipal premium tax which  is assessed at  1% or less.  We reserve the  right,
however,  to  reflect  this added  expense  in  our Annuity  purchase  rates for
residents of such municipalities.
 
                               CONTRACT VALUATION
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 
ACCOUNT VALUE
 
    Until the  Annuity Date,  the Account  Value is  the total  dollar value  of
amounts  held in the Account as of any  Valuation Date. The Account Value at any
given time is based on the value of the units held in each Subaccount, plus  the
value of amounts held in the Guaranteed Account.
 
ACCUMULATION UNITS
 
    The  value of your interests  in a Subaccount is  expressed as the number of
"Accumulation Units" that you  hold multiplied by  an "Accumulation Unit  Value"
(or  "AUV")  for each  unit.  The AUV  on any  Valuation  Date is  determined by
multiplying the value  on the immediately  preceding Valuation Date  by the  net
investment  factor of  that Subaccount  for the  period between  the immediately
preceding Valuation Date and  the current Valuation  Date. (See "Net  Investment
Factor"  below.) The Accumulation Unit Value  will be affected by the investment
performance, expenses and charges of the applicable Fund and is reduced each day
by a percentage that accounts for the daily assessment of mortality and  expense
risk charges and the administrative charge.
 
    Initial  Purchase Payments  will be  credited to  your Account  as described
under "Purchasing Interests in the  Contract." Each subsequent Purchase  Payment
(or  amount transferred) will be credited to your Account at the AUV computed on
the next  Valuation Date  following  our receipt  of  your payment  or  transfer
request. The value of an Accumulation Unit may increase or decrease.
 
NET INVESTMENT FACTOR
 
    The net investment factor is used to measure the investment performance of a
Subaccount  from one Valuation Date to the next. The net investment factor for a
Subaccount for any valuation period is equal  to the sum of 1.0000 plus the  net
investment rate. The net investment rate equals:
 
(a)  the net assets of the Fund held  by the Subaccount on the current Valuation
    Date, minus
 
(b) the net assets of the Fund held by the Subaccount on the preceding Valuation
    Date, plus or minus

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

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

(e) minus a daily charge at the annual effective rate of 1.25% for mortality and
    expense risks,  and  an administrative  charge  of 0.10%  (0.15%  for  those
    Contracts  or  Certificates issued  in  the state  of  New York)  during the
    Accumulation Period and up to 0.25% during the Annuity Period (currently  0%
    during the Annuity Period).

    The net investment rate may be either positive or negative.
 
                                   TRANSFERS
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 
    At  any time prior to the Annuity  Date, you can transfer amounts held under
your Account  from one  Subaccount  to another.  Transfers from  the  Guaranteed
Account may be subject to certain restrictions and to a market value adjustment.
(See  the Appendix.) A request for transfer can  be made either in writing or by
telephone. The  telephone  transfer  privilege is  available  automatically;  no
special  election is  necessary. All  transfers must  be in  accordance with the
terms of the Contract.
 
    The Company currently allows unlimited  transfers of accumulated amounts  to
available  investment options.  Twelve free  transfers are  allowed per calendar
year. Thereafter, the Company reserves  the right to charge  up to $10 for  each
additional transfer. The Company
 
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                                       7
<PAGE>
currently  does not impose  this charge. The total  number of investment options
that you may select during the Accumulation Period may be limited, as set  forth
on  your  application or  enrollment form.  Any  transfer will  be based  on the
Accumulation Unit  Value next  determined  after the  Company receives  a  valid
transfer  request  at its  Home Office.  Transfers  are currently  not available
during the Annuity Period; however, they may become available during the  second
half of 1996. (See "Annuity Options.")
 
DOLLAR COST AVERAGING PROGRAM

    You  may establish  automated transfers  of Account  Values on  a monthly or
quarterly basis through the Company's Dollar Cost Averaging Program. Dollar cost
averaging is a system for investing a fixed amount of money at regular intervals
over a period of time. The Dollar Cost Averaging Program permits the transfer of
amounts from any  of the variable  funding options and  the one-year  Guaranteed
Term  to any of the variable investment  options. A market value adjustment will
not be applied to dollar cost  averaging transfers from the one-year  Guaranteed
Term.  (See  the Appendix  for  a discussion  of  the restrictions  and features
attributable to the Guaranteed Account.)

    Dollar cost averaging does not ensure a profit nor guarantee against loss in
a declining  market. You  should  consider your  financial ability  to  continue
purchases  through  periods of  low  price levels.  For  additional information,
please refer  to  the  "Inquiries"  section of  the  Prospectus  Summary,  which
describes how you can obtain further information.
 
    The  Dollar Cost Averaging Program is  not available to individuals who have
elected an Additional Withdrawal Option or the Account Rebalancing Program.
 
ACCOUNT REBALANCING PROGRAM
 
    The Account Rebalancing Program allows you to have portions of your  Account
Value automatically reallocated annually to a specified percentage. Only Account
Values accumulating in the Subaccounts can be rebalanced. You may participate in
this program by completing the Account Rebalancing section of the application or
enrollment  form, or  by sending a  written request  to the Company  at its Home
Office.
 
    The Account Rebalancing Program is not available to Certificate Holders  who
have  elected the  Dollar Cost  Averaging Program,  and the  Account Rebalancing
Program does  not ensure  a profit  nor guarantee  against loss  in a  declining
market.
 
                                  WITHDRAWALS
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 
    All  or a portion of your Account Value  may be withdrawn at any time during
the Accumulation Period,  subject to the  withdrawal restrictions under  Section
403(b)  Contracts described  below. To request  a withdrawal,  you must properly
complete a  disbursement form  and send  it  to our  Home Office.  Payments  for
withdrawal  requests  will  be made  in  accordance with  SEC  requirements, but
normally not  later  than  seven  calendar  days  following  our  receipt  of  a
disbursement form.
 
    Withdrawals may be requested in one of the following forms:
 
-FULL  WITHDRAWAL OF AN ACCOUNT:  The amount paid for  a full withdrawal will be
 the Adjusted  Account Value  minus  any applicable  deferred sales  charge  and
 maintenance fee due.
 
-PARTIAL  WITHDRAWALS: (Percentage): The  amount paid will  be the percentage of
 the Adjusted  Account  Value  requested minus  any  applicable  deferred  sales
 charge.
 
-PARTIAL  WITHDRAWALS: (Specified  Dollar Amount): The  amount paid  will be the
 dollar amount requested. However, the  amount withdrawn from your Account  will
 equal the amount you request plus any applicable deferred sales charge and plus
 or minus any applicable market value adjustment.
 
    For  any partial  withdrawal, the value  of the  Accumulation Units canceled
will be withdrawn proportionately from the Guaranteed Account or each Subaccount
in which your Account is invested, unless you request otherwise in writing.  All
amounts  paid will be based on your Account  Value as of the next Valuation Date
after we receive a request for withdrawal  at our Home Office, or on such  later
date  as the disbursement form may specify. Taxes or tax penalties may be due on
the amount withdrawn. (See "Tax Status.")
 
    The tax  treatment of  withdrawals from  each Nonqualified  Contract may  be
affected if you own other
 
--------------------------------------------------------------------------------
                                       8
<PAGE>
annuity  contracts issued by  us (or our  affiliates) that were  purchased on or
after October 21, 1988. (See "Tax Status.")
 
    WITHDRAWAL RESTRICTIONS FROM 403(B)  PLANS. Under Section 403(b)  Contracts,
the   withdrawal  of  salary  reduction   contributions  and  earnings  on  such
contributions  is  generally  prohibited  prior  to  the  participant's   death,
disability,  attainment  of age  59 1/2,  separation  from service  or financial
hardship. (See "Tax Status.")
 
                         ADDITIONAL WITHDRAWAL OPTIONS
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 
    The Company offers certain  withdrawal options under  the Contract that  are
not  considered Annuity  Options ("Additional Withdrawal  Options"). To exercise
these options, your Account Value must  meet the minimum dollar amounts and  age
criteria applicable to that option.
 
    The  Additional Withdrawal  Options currently  available under  the Contract
include the following:
 
-SWO--SYSTEMATIC WITHDRAWAL OPTION. SWO is a series of partial withdrawals  from
 your Account based on a payment method you select. It is designed for those who
 want  a  periodic income  while  retaining investment  flexibility  for amounts
 accumulated under a Contract.
 
-ECO--ESTATE CONSERVATION OPTION. ECO offers the same investment flexibility  as
 SWO but is designed for those who want to receive only the minimum distribution
 that  the  Code  requires each  year.  ECO  is only  available  under Qualified
 Contracts. Under ECO,  the Company calculates  the minimum distribution  amount
 required  by law ,  generally at age  70 1/2, and  pays you that  amount once a
 year. (See "Tax Status.")
 
    Other Additional  Withdrawal  Options  may  be  added  from  time  to  time.
Additional  information relating to any of the Additional Withdrawal Options may
be obtained  from your  local representative  or from  the Company  at its  Home
Office.
 
    If  you select one of the Additional Withdrawal Options, you will retain all
of  the  rights  and  flexibility  permitted  under  the  Contract  during   the
Accumulation  Period.  Your Account  Value will  continue to  be subject  to the
charges and deductions described in this Prospectus.
 
    Once you elect an Additional Withdrawal  Option, you may revoke it any  time
by  submitting a written request to our  Home Office. Once an option is revoked,
it may not be elected again, nor  may any other Additional Withdrawal Option  be
elected  unless  permitted  by  the  Code. The  Company  reserves  the  right to
discontinue the  availability  of one  or  all of  these  Additional  Withdrawal
Options at any time, and/or to change the terms of future elections.
 
                    DEATH BENEFIT DURING ACCUMULATION PERIOD
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 
    A  death benefit will be payable  to the Beneficiary(ies) if the Certificate
Holder or the Annuitant  dies before annuity payments  have commenced. Upon  the
death  of a joint  Certificate Holder prior  to the Annuity  Date, the surviving
Certificate Holder, if any,  will become the  designated Beneficiary. Any  other
Beneficiary  designation on record with the Company at the time of death will be
treated as a contingent Beneficiary.
 
    The amount of death benefit  proceeds will be determined  as of the date  of
death.  Under some circumstances, the amount of the death benefit is guaranteed,
as described below.
 
DEATH BENEFIT AMOUNT
 
    Upon the death  of the  Annuitant, the death  benefit proceeds  will be  the
greatest of:
 
(1)  the total Purchase Payment(s) applied to  the Account, minus the sum of all
    amounts withdrawn, annuitized or deducted from such Account;

(2) the highest  step-up value as  of the date  of death. The  step-up value  is
    determined  on each anniversary of the Effective Date, up to the Annuitant's
    75th birthday (85th  birthday for  Contracts or Certificates  issued in  New
    York).  Each  step-up  value  is  calculated as  the  Account  Value  on the
    Effective  Date  anniversary,  increased   by  Purchase  Payments   applied,

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                                       9
<PAGE>

    and  decreased by  partial withdrawals, annuitizations  and deductions taken
    from the Account since the Effective Date anniversary; or

(3) the Account Value as of the date of death.
 
    The excess, if any, of the  guaranteed death benefit value over the  Account
Value is determined as of the date of death. Any excess amount will be deposited
and allocated to the Aetna Variable Encore Fund Subaccount. The Account Value on
the  claim date plus  any excess amount  deposited into the  Account becomes the
Certificate Holder's Account Value. The claim date is the date we receive  valid
proof of death and the Beneficiary's claim at our Home Office.
 
    Upon  the death of a spousal Beneficiary who continued the Account in his or
her own name,  the amount of  the death benefit  proceeds will be  equal to  the
Adjusted  Account  Value,  less  any deferred  sales  charge  applicable  to any
Purchase Payments made after we receive proof of death.
 
    Under Nonqualified  Contracts only,  if the  Certificate Holder  is not  the
Annuitant  and dies, the amount  of death benefit proceeds  will be equal to the
Adjusted Account Value  on the claim  date. Full or  partial withdrawals may  be
subject to a deferred sales charge.
 
    For  amounts  held  in  the  Guaranteed  Account,  see  the  Appendix  for a
discussion of the calculation of death benefit proceeds.
 
DEATH BENEFIT PAYMENT OPTIONS
 
    Death benefit proceeds may be paid to the Beneficiary as described below. If
you die and no Beneficiary exists, the death benefit will be paid in a lump  sum
to  your estate.  Prior to any  election, the  Account Value will  remain in the
Account and the  Account Value will  continue to be  affected by the  investment
performance  of the investment option(s) selected. The Beneficiary has the right
to allocate or transfer any amount  to any available investment option  (subject
to   a  market  value  adjustment,  as   applicable).  The  Code  requires  that
distributions begin within  a certain  time period,  as described  below. If  no
elections  are  made,  no  distributions  will  be  made.  Failure  to  commence
distribution within those time periods can result in tax penalties.
 
NONQUALIFIED CONTRACTS
 
    Under a Nonqualified Contract, if you die, or if you are a nonnatural person
and the Annuitant dies, and the Beneficiary is your surviving spouse, he or  she
automatically   becomes   the  successor   Certificate  Holder.   The  successor
Certificate Holder may exercise all rights under the Account and (1) continue in
the Accumulation Period; (2) elect to apply some or all of the Adjusted  Account
Value  to any  of the Annuity  Options; or  (3) receive at  any time  a lump sum
payment equal to all or a portion of the Adjusted Account Value. If you die  and
you  are not the Annuitant, any applicable deferred sales charge will be applied
if a lump sum is elected. Under  the Code, distributions are not required  until
the successor Certificate Holder's death.
 
    If  you die and the Beneficiary is not  your surviving spouse, he or she may
elect option  (2) or  (3)  above. According  to the  Code,  any portion  of  the
Adjusted  Account Value  not distributed in  installments over the  life or life
expectancy beginning within  one year of  your death, must  be paid within  five
years of your death. (See "Tax Status of the Contract.")
 
    If  you are a natural  person but not the  Annuitant and the Annuitant dies,
the Beneficiary may  elect to  apply the Adjusted  Account Value  to an  Annuity
Option  within 60 days  or to receive a  lump sum payment  equal to the Adjusted
Account Value, subject to state regulatory approval. If the Beneficiary does not
elect an Annuity Option within 60 days of  the date of death, the gain, if  any,
will be includable in the Beneficiary's income in the year the Annuitant dies.
 
    If  SWO is  in effect,  payments will cease  at the  Certificate Holder's or
Annuitant's death. A Beneficiary, however, may elect to continue SWO.
 
QUALIFIED CONTRACTS
 
    Under a Qualified Contract, the  death benefit is paid  at the death of  the
participant,  who is the  Annuitant under the Contract.  The Beneficiary has the
following options: (1) apply some or all of the Adjusted Account Value to any of
the  Annuity  Options,  subject  to  the  distribution  rules  in  Code  Section
401(a)(9),  or (2)  receive at any  time a  lump sum payment  equal to  all or a
portion of  the  Adjusted Account  Value.  If  the Account  was  established  in
conjunction  with a Section 401(a) qualified pension or profit sharing plan or a
Section 457 deferred compensation plan, payment will be made, as directed by the
Certificate Holder, to either the Certificate Holder or to the plan beneficiary.
 
    If ECO or  SWO is in  effect and  the participant dies  before the  required
beginning date for minimum
 
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                                       10
<PAGE>
distributions,  payments will cease. A Beneficiary, or the Certificate Holder on
behalf of a plan Beneficiary, may elect  ECO or SWO provided the election  would
satisfy the Code minimum distribution rules.
 
    If  ECO or  SWO is  in effect  and the  participant dies  after the required
beginning date for  minimum distributions, payments  will continue as  permitted
under the Code minimum distribution rules, unless the option is revoked.
 
    Death  benefit payments must satisfy the  distribution rules in Code Section
401(a)(9). (See "Tax Status of the Contract.")
 
                                 ANNUITY PERIOD
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 
ANNUITY PERIOD ELECTIONS

    You must notify us in writing of the date you want Annuity Payments to start
(the "Annuity Date")  and the  Annuity Option  elected. Payments  may not  begin
earlier  than one  year after  purchase, or, unless  we consent,  later than the
later of (a) the first day of the month following the Annuitant's 85th birthday,
or (b) the tenth anniversary of the last Purchase Payment (fifth anniversary for
Contracts issued in Pennsylvania). For  Contracts or Certificates issued in  New
York,  Annuity Payments may  not begin later  than the time  period specified in
(a).

    Annuity Payments will not begin until you have selected an Annuity Date  and
an  Annuity  Option. Until  a  date and  option  are elected,  the  Account will
continue in the Accumulation Period.

    The Code generally  requires that  for Qualified  Contracts, minimum  annual
distributions  of the Account Value must begin by April 1st of the calendar year
following the  calendar year  in which  a  participant attains  age 70  1/2.  In
addition,  distributions must be in a form  and amount sufficient to satisfy the
Code requirements.  These  requirements may  be  satisfied by  the  election  of
certain  Annuity Options or  Additional Withdrawal Options.  (See "Tax Status.")
For Nonqualified Contracts, failure to select  an Annuity Option and an  Annuity
Date,  or postponement of the Annuity Date past the Annuitant's 85th birthday or
tenth  anniversary  of  your  last   Purchase  Payment  may  have  adverse   tax
consequences.  You  should  consult with  a  qualified  tax adviser  if  you are
considering such a course of action.
 
    At least 30 days prior to the Annuity Date, you must notify us in writing of
the following:
 
- the date on which you would like Annuity Payments to begin;
 
- the Annuity Option under which you want payments to be calculated and paid;
 
- whether the  payments are  to  be made  monthly, quarterly,  semi-annually  or
  annually; and
 
- the  investment  option(s) used  to provide  Annuity  Payments (i.e.,  a fixed
  Annuity using  the general  account or  a variable  Annuity using  any of  the
  Subaccounts  available at the time of annuitization). The Company has reserved
  the right  to  limit  which and  how  may  Subaccounts will  be  available  as
  investment  options  during  the  Annuity  Period.  As  of  the  date  of this
  Prospectus, no more than four Subaccounts may be elected; however,  additional
  Subaccounts  may be available under some  Annuity Options in the future. ("See
  Annuity Options.")

    Once Annuity Payments begin, the Annuity Option may not be changed, nor  may
transfers  currently  be  made  among the  investment  option(s)  selected. (See
"Annuity Options" below for more information about transfers during the  Annuity
Period.)

PARTIAL ANNUITIZATION
 
    You  may elect an Annuity  Option with respect to  a portion of your Account
Value, while leaving the remaining portion of your Account Value invested in the
Accumulation Period. The Code and the regulations thereunder do not specifically
address the  tax  treatment applicable  to  payments provided  pursuant  to  the
exercise  of this option. The Company  takes the position that payments provided
pursuant to  this  option  are  taxable  as  annuity  payments,  and  not  as  a
withdrawal.  However, because  the tax treatment  of such  payments is currently
unclear, you should consult with a qualified tax adviser if you are  considering
a partial annuitization of your Account.
 
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                                       11
<PAGE>
ANNUITY OPTIONS
 
    You may choose one of the following Annuity Options:
 
LIFETIME ANNUITY OPTIONS:
 
-OPTION  1--Life  Annuity--An annuity  with payments  ending on  the Annuitant's
 death.
 
-OPTION 2--Life  Annuity with  Guaranteed Payments--  An annuity  with  payments
 guaranteed  for 5, 10, 15 or 20 years, or such other periods as the Company may
 offer at the time of annuitization.
 
-OPTION 3--Life Income Based Upon the  Lives of Two Annuitants--An Annuity  will
 be  paid during the lives  of the Annuitant and  a second Annuitant, with 100%,
 66 2/3% or 50% of the payment to continue after the first death, or 100% of the
 payment to continue at the death of the second Annuitant and 50% of the payment
 to continue at the death of the Annuitant.
 
-OPTION 4--Life Income Based Upon the  Lives of Two Annuitants--An annuity  with
 payments  for a  minimum of 120  months, with  100% of the  payment to continue
 after the first death.
 
    If Option 1 or 3  is elected, it is possible  that only one Annuity  Payment
will  be made if the Annuitant under  Option 1, or the surviving Annuitant under
Option 3, should die prior to the  due date of the second Annuity Payment.  Once
lifetime  Annuity Payments begin, the Certificate Holder cannot elect to receive
a lump-sum settlement.
 
NONLIFETIME ANNUITY OPTION:
 
    Under the nonlifetime option, payments may be made for generally 5-30 years,
as selected. If  this option  is elected on  a variable  basis, the  Certificate
Holder  may request at any time during the payment period that the present value
of all or any  portion of the  remaining variable payments be  paid in one  sum.
However, any lump-sum elected before three years of payments have been completed
will  be  treated  as  a  withdrawal  during  the  Accumulation  Period  and any
applicable  deferred  sales   charge  will  be   assessed.  (See  "Charges   and
Deductions--  Deferred Sales Charge.") If the nonlifetime option is elected on a
fixed basis, you cannot elect to receive a lump-sum settlement.
 
    We may also offer additional Annuity  Options under your Contract from  time
to  time.  Later in  1996,  subject to  state  regulatory approval,  the Company
expects to offer additional Annuity Options and enhanced versions of the Annuity
Options listed above. These additional Annuity Options and enhanced versions  of
the  existing options will have additional  Subaccounts available and will allow
transfers between Subaccounts  during the  Annuity Period. Please  refer to  the
Contract or Certificate, or call the number listed in the "Inquiries" section of
the  Prospectus Summary, to determine which  options are available and the terms
of such options. It  is not expected that  these additional or enhanced  options
will  be made  available to those  who have already  commenced receiving Annuity
Payments.
 
ANNUITY PAYMENTS
 
    DATE PAYOUTS START.  When payments start, the age of the Annuitant plus  the
number  of  years for  which payments  are  guaranteed must  not exceed  95. For
Qualified Contracts only, Annuity Payments may not extend beyond (a) the life of
the Annuitant,  (b) the  joint lives  of the  Annuitant and  beneficiary, (c)  a
period  certain greater  than the Annuitant's  life expectancy, or  (d) a period
certain  greater  than  the  joint  life  expectancies  of  the  Annuitant   and
Beneficiary.
 
    AMOUNT  OF EACH ANNUITY PAYMENT.  The  amount of each payment depends on how
you allocate your Account Value between fixed and variable payouts. No  election
may  be made that would result in the first Annuity Payment of less than $50, or
total yearly Annuity Payments of less than $250 (less if required by state law).
If the Account Value on the Annuity Date is insufficient to elect an option  for
the minimum amount specified, a lump-sum payment must be elected. We reserve the
right  to  increase the  minimum first  Annuity Payment  amount and  the minimum
annual Annuity Payment amount based on increases reflected in the Consumer Price
Index-Urban (CPI-U), since July 1, 1993.
 
    If Annuity  Payments are  to be  made on  a variable  basis, the  first  and
subsequent  payments  will vary  depending on  the  assumed net  investment rate
selected (3 1/2% or 5% per annum). Selection of a 5% rate causes a higher  first
payment,  but Annuity Payments will increase  thereafter only to the extent that
the net investment  rate exceeds  5% on  an annualized  basis. Annuity  Payments
would decline if the rate were below 5%. Use of the 3 1/2% assumed rate causes a
lower  first payment,  but subsequent  payments would  increase more  rapidly or
decline  more  slowly  as  changes  occur  in  the  net  investment  rate.  (See
 
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                                       12
<PAGE>
the  Statement of Additional Information for further discussion on the impact of
selecting an assumed net investment rate.)
 
CHARGES DEDUCTED DURING THE ANNUITY PERIOD
 
    We make a daily deduction for  mortality and expense risks from any  amounts
held  on  a variable  basis.  Therefore, electing  the  nonlifetime option  on a
variable basis will result in  a deduction being made  even though we assume  no
mortality  risk. We may  also deduct a daily  administrative charge from amounts
held under  the  variable options.  This  charge, established  when  a  variable
Annuity  Option is elected, will not exceed 0.25%  per year of amounts held on a
variable basis. Once established, the charge will be effective during the entire
Annuity Period. (See "Charges and Deductions.")
 
DEATH BENEFIT PAYABLE DURING THE ANNUITY PERIOD
 
    If an Annuitant dies  after Annuity Payments have  begun, any death  benefit
payable  will  depend  on the  terms  of  the Contract  and  the  Annuity Option
selected. If Option 1 or  Option 3 was elected,  Annuity Payments will cease  on
the  death  of  the Annuitant  under  Option 1  or  the death  of  the surviving
Annuitant under Option 3.
 
    If Lifetime Option 2 or Option 4 was elected and the death of the  Annuitant
under  Option 2, or the surviving Annuitant  under Option 4, occurs prior to the
end of the guaranteed minimum payment period, we will pay to the Beneficiary  in
a  lump sum,  unless otherwise  requested, the  present value  of the guaranteed
annuity payments remaining.
 
    If the nonlifetime  option was elected,  and the Annuitant  dies before  all
payments are made, the value of any remaining payments may be paid in a lump-sum
to  the Beneficiary (unless  otherwise requested), and  no deferred sales charge
will be imposed.
 
    If the Annuitant dies after  Annuity Payments have begun  and if there is  a
death benefit payable under the Annuity Option elected, the remaining value must
be  distributed to  the Beneficiary  at least as  rapidly as  under the original
method of distribution.
 
    Any lump-sum  payment  paid under  the  applicable lifetime  or  nonlifetime
Annuity  Options will be  made within seven  calendar days after  proof of death
acceptable to us, and a request for payment are received at our Home Office. The
value of any death benefit proceeds will be determined as of the next  Valuation
Date after we receive acceptable proof of death and a request for payment.
 
                                   TAX STATUS
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INTRODUCTION
 
    The  following  provides a  general discussion  and is  not intended  as tax
advice. This discussion reflects the Company's understanding of current  federal
income  tax law. Such laws may change in the future, and it is possible that any
change could be retroactive (i.e., effective  prior to the date of the  change).
The  Company makes no guarantee  regarding the tax treatment  of any contract or
transaction involving a Contract.
 
    The Contract may be  purchased on a  non-tax qualified basis  ("Nonqualified
Contract")   or  purchased  and  used  in  connection  with  certain  retirement
arrangements entitled  to special  income tax  treatment under  Section  401(a),
403(b),  408(b) or 457 of the  Code ("Qualified Contracts"). The ultimate effect
of federal  income  taxes on  the  amounts held  under  a Contract,  on  Annuity
Payments, and on the economic benefit to the Contract Holder, Certificate Holder
or  Beneficiary may depend upon the tax  status of the individual concerned. Any
person concerned about  these tax  implications should consult  a competent  tax
adviser before initiating any transaction.
 
TAXATION OF THE COMPANY
 
    The  Company is taxed as a life  insurance company under the Code. Since the
Separate Account is  not an entity  separate from  the Company, it  will not  be
taxed  separately as a "regulated investment company" under the Code. Investment
income and realized capital gains are automatically applied to increase reserves
under the Contracts. Under existing federal income tax law, the Company believes
that the Separate Account investment income and realized net capital gains  will
not  be taxed to the  extent that such income and  gains are applied to increase
the reserves under the Contracts.
 
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                                       13
<PAGE>
    Accordingly,  the Company does not anticipate that it will incur any federal
income tax liability attributable  to the Separate  Account and, therefore,  the
Company  does not  intend to  make provisions  for any  such taxes.  However, if
changes in the federal tax laws or interpretation thereof result in the  Company
being  taxed on income or  gains attributable to the  Separate Account, then the
Company may impose a charge against  the Separate Account (with respect to  some
or all Contracts) in order to set aside provisions to pay such taxes.
 
TAX STATUS OF THE CONTRACT
 
    DIVERSIFICATION.   Section 817(h) of the  Code requires that with respect to
Nonqualified Contracts, the investments of the Funds be "adequately diversified"
in accordance with Treasury Regulations in order for the Contracts to qualify as
annuity contracts  under federal  tax  law. The  Separate Account,  through  the
Funds, intends to comply with the diversification requirements prescribed by the
Treasury  in  Reg. Sec.  1.817-5, which  affects  how the  Funds' assets  may be
invested.
 
    In addition, in certain circumstances, owners of variable annuity  contracts
may  be considered the owners, for federal income tax purposes, of the assets of
the separate accounts used to  support their contracts. In these  circumstances,
income  and gains from  the separate account  assets would be  includible in the
variable contract owner's gross income. The IRS has stated in published  rulings
that  a variable contract owner will be considered the owner of separate account
assets if the owner possesses incidents  of investment control over the  assets.
The ownership rights under the contract are similar to, but different in certain
respects  from those described by the IRS  in rulings in which it was determined
that owners  were  not  owners  of  separate  account  assets.  For  example,  a
Certificate Holder has additional flexibility in allocating premium payments and
account  values. In addition, the number of funds provided under the Contract is
greater than the number of funds offered in contracts on which rulings have been
issued. These differences could result in a Certificate Holder being treated  as
the  owner of  a pro  rata portion of  the assets  of the  Separate Account. The
Company reserves the  right to modify  the Contract as  necessary to attempt  to
prevent a Certificate Holder from being considered the owner of a pro rata share
of the assets of the Separate Account.
 
    REQUIRED DISTRIBUTIONS--NONQUALIFIED CONTRACTS: In order to be treated as an
annuity  contract for  federal income  tax purposes,  Section 72(s)  of the Code
requires Nonqualified Contracts to  provide that (a)  if any Certificate  Holder
dies  on or after the Annuity Date but  prior to the time the entire interest in
the Contract has been distributed, the  remaining portion of such interest  will
be distributed at least as rapidly as under the method of distribution in effect
at the time of the Certificate Holder's death, and (b) if any Certificate Holder
dies  prior to  the Annuity Date,  the entire  interest in the  Contract will be
distributed within five years after the date of such Certificate Holder's death.
These requirements  will  be  considered  satisfied  as  to  any  portion  of  a
Certificate  Holder's  interest which  is payable  to  or for  the benefit  of a
"designated beneficiary"  and  which  is  distributed  over  the  life  of  such
"designated  beneficiary"  or  over  a  period  not  extending  beyond  the life
expectancy of that  beneficiary, provided that  such distributions begin  within
one  year of the Certificate Holder's death. The "designated beneficiary" refers
to a natural person designated by the Certificate Holder as a Beneficiary and to
whom ownership  of the  contract passes  by  reason of  death. However,  if  the
"designated  beneficiary" is  the surviving  spouse of  the deceased Certificate
Holder, the  Account may  be continued  with  the surviving  spouse as  the  new
Certificate Holder.
 
    The  Nonqualifed Contracts contain  provisions which are  intended to comply
with the requirements  of Section  72(s) of  the Code,  although no  regulations
interpreting  these requirements  have yet been  issued. The  Company intends to
review such provisions and modify them  if necessary to assure that they  comply
with  the requirements  of Code  Section 72(s)  when clarified  by regulation or
otherwise.
 
    The  discussion  under  "Taxation  of  Annuities"  below  is  based  on  the
assumption that the Contract qualifies as an annuity contract for federal income
tax purposes.
 
    REQUIRED   DISTRIBUTIONS--QUALIFIED   CONTRACTS:  The   Code   has  required
distribution rules  for Section  401(a),  403(b) and  457 Plans  and  Individual
Retirement  Annuities.  Distributions must  generally begin  by  April 1  of the
calendar year following the calendar year  in which the participant attains  age
70  1/2. For governmental  or church 401(a), 403(b)  or 457 plans, distributions
must begin by  April 1  of the  calendar year  following the  calendar year  the
participant  attains age 70 1/2 or retires, whichever occurs later. Under 403(b)
plans, if the Company maintains  separate records, distribution of amounts  held
as  of December 31, 1986 must generally begin by the end of the calendar year in
 
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                                       14
<PAGE>
which the participant attains age 75 (or retires, if later, for governmental  or
church plans). However, special rules require that some or all of the balance be
distributed  earlier if  any distributions  are taken  in excess  of the minimum
required amount.
 
    To comply with these provisions, distributions must be in a form and  amount
sufficient   to  satisfy  the  minimum  distribution  and  minimum  distribution
incidental death benefit rules specified in Section 401(a) (9) of the Code.
 
    In general, annuity payments must be distributed over the participant's life
or the joint  lives of the  participant and  beneficiary, or over  a period  not
greater than the participant's life expectancy or the joint life expectancies of
the participant and beneficiary. Also, any distribution under a Section 457 Plan
payable  over  a period  of more  than one  year must  be made  in substantially
nonincreasing amounts.
 
    If the participant dies on or after the required beginning date for  minimum
distributions, distributions to the beneficiary must be made at least as rapidly
as  the method of distribution in effect at the time of the participant's death.
However, if the required minimum distribution  is calculated each year based  on
the  participant's single life expectancy or  the joint life expectancies of the
participant and beneficiary, the regulations for Code Section 401(a)(9)  provide
specific  rules  for  calculating  the  required  minimum  distributions  at the
participant's death. For example, if ECO was elected with the calculation  based
on  the  participant's  single  life  expectancy,  and  the  life  expectancy is
recalculated each year,  the recalculated  life expectancy becomes  zero in  the
calendar  year  following  the  participant's  death  and  the  entire remaining
interest must  be distributed  to the  beneficiary by  December 31  of the  year
following  the participant's death.  However, a spousal  beneficiary, other than
under a  Section  457  Plan, has  certain  rollover  rights which  can  only  be
exercised  in the year of the participant's death. The rules are complex and the
participant  should  consult  a  tax  adviser  before  electing  the  method  of
calculation to satisfy the minimum distribution requirements.
 
    If  the  participant dies  before the  required  beginning date  for minimum
distributions, the entire  interest must be  distributed by December  31 of  the
calendar  year containing the fifth anniversary of the date of the participant's
death. Alternatively, payments may be made  over the life of the beneficiary  or
over  a period not extending beyond the  life expectancy of the beneficiary, not
to exceed  15 years  for a  non-spousal beneficiary  under a  Section 457  Plan,
provided  the distribution begins to a  non-spouse beneficiary by December 31 of
the calendar year  following the calendar  year of the  participant's death.  If
payments  are made  to a  spousal beneficiary,  distributions must  begin by the
later of December 31  of the calendar  year following the  calendar year of  the
death  or December 31 of  the calendar year in  which the participant would have
attained age 70 1/2.
 
    An  exception  applies  for  a  spousal  beneficiary  under  an   Individual
Retirement  Annuity.  In lieu  of  taking a  distribution  under these  rules, a
spousal Beneficiary may elect  to treat the  Account as his or  her own IRA  and
defer taking a distribution until his or her age 70 1/2. The surviving spouse is
deemed to have made such an election if the surviving spouse makes a rollover to
or  from the Account  or fails to  take a distribution  within the required time
period.
 
    If the  participant  or  beneficiary  fails to  take  the  required  minimum
distribution  for any  tax year,  a 50%  excise tax  is imposed  on the required
amount that was not distributed.
 
TAXATION OF ANNUITY CONTRACTS
 
    IN GENERAL:    Section 72  of  the Code  governs  taxation of  annuities  in
general.  The Company  believes that a  Certificate Holder  under a Nonqualified
Contract who is  a natural person  generally is  not taxed on  increases in  the
Account  Value  until distribution  occurs by  withdrawing all  or part  of such
Account Value (e.g., withdrawals  or Annuity Payments  under the Annuity  Option
elected).  The taxable portion  of a distribution  (in the form  of a single sum
payment or an Annuity) is taxable as ordinary income.
 
    NON-NATURAL HOLDERS OF A NONQUALIFIED CONTRACT: If the Certificate Holder is
not a natural person, a Nonqualified Contract  is not treated as an annuity  for
income  tax purposes and  the "income on  the contract" for  the taxable year is
currently taxable as ordinary income. "Income  on the contract" is any  increase
over   the  year  in  the  Surrender  Value,  adjusted  for  amounts  previously
distributed and amounts previously included in income. There are some exceptions
to the rule and a non-natural person  should consult with its tax adviser  prior
to  purchasing this  Contract. A non-natural  person exempt  from federal income
taxes should consult with its tax adviser regarding treatment of "income on  the
contract" for purposes of the unrelated business income tax.
 
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                                       15
<PAGE>
    The  following  discussion  generally  applies  to  Qualified  Contracts  or
Nonqualified Contracts owned by a natural person.
 
    WITHDRAWALS:   In the  case  of a  withdrawal  under a  Qualified  Contract,
including withdrawals under SWO or ECO, the amount taxable is generally based on
the  ratio of the "investment in the contract" to Account Value. The "investment
in the  contract" generally  equals  the amount  of any  nondeductible  Purchase
Payments  paid  by or  on  behalf of  any  individual less  any  amount received
previously which was excludable from gross income. For a Qualified Contract, the
"investment in the contract" can be zero. Special tax rules may be available for
certain distributions from a Qualified Contract.
 
    With respect  to  Nonqualified  Contracts,  partial  withdrawals,  including
withdrawals  under SWO,  are generally treated  as taxable income  to the extent
that the Account Value immediately before the withdrawal exceeds the "investment
in the contract" at that time. The Account Value immediately before a withdrawal
may have to  be increased  by any positive  market value  adjustment (MVA)  that
results from such a withdrawal. There is, however, no definitive guidance on the
proper  tax treatment of  MVAs in these circumstances,  and a Certificate Holder
should contact  a  competent tax  adviser  with  respect to  the  potential  tax
consequences of any MVA that arises as a result of a partial withdrawal.

    Full withdrawals of a Nonqualified Contract are treated as taxable income to
the extent that the amount received exceeds the "investment in the contract."

    ANNUITY  PAYMENTS:  Although the tax  consequences may vary depending on the
Annuity Payment elected under the Contract, in general, only the portion of  the
Annuity  Payment that represents  the amount by which  the Account Value exceeds
the "investment in  the contract" will  be taxed; after  the "investment in  the
contract"  is recovered, the  full amount of any  additional annuity payments is
taxable. For  variable  Annuity  Payments,  the  taxable  portion  is  generally
determined  by an  equation that  establishes a  specific dollar  amount of each
payment that  is not  taxed. The  dollar amount  is determined  by dividing  the
"investment  in the contract" by the total number of expected periodic payments.
However, the  entire  distribution  will  be  taxable  once  the  recipient  has
recovered  the dollar  amount of  his or her  "investment in  the contract." For
fixed annuity  payments, in  general there  is no  tax on  the portion  of  each
payment  which represents the  same ratio that the  "investment in the contract"
bears to the total expected  value of the Annuity Payments  for the term of  the
payments;  however, the remainder  of each Annuity Payment  is taxable. Once the
"investment in the contract"  has been fully recovered,  the full amount of  any
additional Annuity Payments is taxable. If Annuity Payments cease as a result of
an  Annuitant's death before full recovery  of the "investment in the contract,"
consult a  competent  tax adviser  regarding  deductibility of  the  unrecovered
amount.
 
    PENALTY  TAX:   In the  case of  a distribution  pursuant to  a Nonqualified
Contract, or  a Qualified  Contract  other than  a  Qualified Contract  sold  in
conjunction  with a Code Section 457 Plan, there may be imposed a federal income
tax penalty equal to 10% of the amount treated as taxable income.
 
    In general, there  is no penalty  tax on distributions  from a  Nonqualified
Contract:  (1)  made on  or after  the date  on which  the taxpayer  attains age
59 1/2;  (2) made  as a  result  of the  death of  the Certificate  Holder;  (3)
attributable  to the taxpayer's total and  permanent disability; (4) received in
substantially equal periodic payments (at least annually) over the life or  life
expectancy  of the taxpayer or the joint lives or joint life expectancies of the
taxpayer and a "designated beneficiary"; or (5) allocable to "investment in  the
contract" before August 14, 1982.
 
    If a distribution is made from a Qualified Contract sold in conjunction with
a  Section 401(a) Plan or Section 403(b) Plan, the penalty tax will not apply on
distributions made when  the participant  (a) attains  age 59  1/2, (b)  becomes
permanently  and totally disabled, (c) dies, (d) separates from service with the
plan sponsor at  or after  age 55,  (e) rolls  over the  distribution amount  to
another  plan of the same type in accordance  with the terms of the Code, or (f)
takes the  distributions  in substantially  equal  periodic payments  (at  least
annually)  over his or her  life or life expectancy or  the joint lives or joint
life  expectancies  of  the  participant  and  plan  beneficiary,  provided  the
participant  has separated from service with  the plan sponsor. In addition, the
penalty  tax  does  not  apply  for  the  amount  of  a  distribution  equal  to
unreimbursed  medical  expenses incurred  by  the participant  that  qualify for
deduction as specified in the Code. The  Code may impose other penalty taxes  in
other circumstances.
 
    In  general, the same  exceptions described in  the preceding paragraph will
apply to distributions made
 
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                                       16
<PAGE>
from an Individual  Retirement Annuity. However,  the exceptions for  separation
from service under (d) above and unreimbursed medical expenses will not apply.
 
    TAXATION  OF DEATH  BENEFIT PROCEEDS:   Amounts may be  distributed from the
Contract because  of  the  death  of a  Certificate  Holder  or  the  Annuitant.
Generally,  such  amounts  are includible  in  the  income of  the  recipient as
follows: (1) if distributed in a lump sum, they are taxed in the same manner  as
a  full surrender  as described  above, or (2)  if distributed  under an Annuity
Option, they are  taxed in  the same manner  as Annuity  Payments, as  described
above.
 
    TRANSFERS,  ASSIGNMENTS  OR  EXCHANGES  OF  THE  CONTRACT:    A  transfer of
ownership of  a  Contract, the  designation  of  an Annuitant,  payee  or  other
Beneficiary  who  is not  also a  Certificate Holder,  the selection  of certain
Annuity Dates,  or  the  exchange  of  a Contract  may  result  in  certain  tax
consequences.  The  assignment, pledge,  or agreement  to  assign or  pledge any
portion of the Account  Value generally will be  treated as a distribution.  The
assignment  or transfer  of ownership of  a Qualified Contract  generally is not
allowed.  Anyone  contemplating  any  such  designation,  transfer,  assignment,
selection,  or exchange should  contact a competent tax  adviser with respect to
the potential tax effects of such a transaction.

    MULTIPLE CONTRACTS:   All deferred nonqualified  annuity contracts that  are
issued  by the Company (or its affiliates) to the same owner during any calendar
year are treated as one annuity contract for purposes of determining the  amount
includible  in gross income  under Section 72(e)  of the Code.  In addition, the
Treasury Department has specific authority to issue regulations that prevent the
avoidance of Section 72(e) through the  serial purchase of annuity contracts  or
otherwise.  Congress has  also indicated that  the Treasury  Department may have
authority to treat the combination purchase of an immediate annuity contract and
separate deferred  annuity contracts  as  a single  annuity contract  under  its
general  authority to prescribe rules as may  be necessary to enforce the income
tax laws.

CONTRACTS USED WITH CERTAIN RETIREMENT PLANS
QUALIFIED CONTRACTS IN GENERAL

    The Qualified  Contract is  designed  for use  as an  Individual  Retirement
Annuity  or as  a Contract  used in  connection with  certain employer sponsored
retirement plans. The tax rules applicable to participants and beneficiaries  in
Qualified  Contracts  are  complex.  Special  favorable  tax  treatment  may  be
available for  certain types  of contributions  and distributions.  Adverse  tax
consequences  may  result  from  contributions in  excess  of  specified limits;
distributions prior to age 59 1/2 (subject to certain exceptions); distributions
that do not conform  to specified commencement  and minimum distribution  rules;
aggregate  distributions in  excess of a  specified annual amount;  and in other
specified circumstances.
 
    The Company makes no attempt to provide more than general information  about
use  of the Contracts  with the various types  of retirement plans. Participants
and beneficiaries under  Qualified Contracts  may be  subject to  the terms  and
conditions  of the  retirement plans  themselves, in  addition to  the terms and
conditions of the Contract issued in connection with such plans. Some retirement
plans  are  subject  to  distribution  and  other  requirements  that  are   not
incorporated  in the provisions of the Contracts. Purchasers are responsible for
determining  that  contributions,  distributions  and  other  transactions  with
respect to the Contracts satisfy applicable laws, and should consult their legal
counsel and tax adviser regarding the suitability of the Contract.
 
    SECTION  457  PLANS.    Code  Section  457  provides  for  certain  deferred
compensation plans. These plans may be offered with respect to service for state
governments, local governments, political subdivisions, agencies,
instrumentalities and  certain  affiliates  of such  entities,  and  tax  exempt
organizations.  These plans are subject to various restrictions on contributions
and distributions. The  plans may  permit participants  to specify  the form  of
investment  for their deferred compensation account. In general, all investments
are owned  by the  sponsoring employer  and are  subject to  the claims  of  the
general  creditors of  the employer.  Depending on  the terms  of the particular
plan, the employer  may be  entitled to draw  on deferred  amounts for  purposes
unrelated  to its Section 457 plan obligations. In general, all amounts received
under a  Section 457  plan are  taxable and  reportable to  the IRS  as  taxable
income.  Also, all amounts except death  benefit proceeds are subject to federal
income tax withholding as wages. If  we make payments directly to a  participant
on  behalf of the employer  as owner, we will  withhold federal taxes (and state
taxes, if applicable).
 
    The Code imposes a  maximum limit on annual  Purchase Payments which may  be
excluded from the
 
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                                       17
<PAGE>
participant's  gross income.  Such limit  is generally  the lesser  of $7,500 or
33  1/3%   of  the   participant's  includible   compensation  (25%   of   gross
compensation).

    SECTION  401(A)  PLANS.    Section  401(a)  permits  corporate  employers to
establish various types  of retirement  plans for employees,  and permits  self-
employed  individuals  to  establish  various  types  of  retirement  plans  for
themselves and  for  their employees.  These  retirement plans  may  permit  the
purchase  of  the Contract  to accumulate  retirement  savings under  the plans.
Adverse tax consequences to the plan, to  the participant or to both may  result
if  this  Contract is  assigned  or transferred  to  an individual  except  to a
participant as a means to provide benefit payments.
 
    The Code imposes  a maximum limit  on annual Purchase  Payments that may  be
excluded  from a participant's gross income. Such limit must be calculated under
the Plan by the employer in accordance with Section 415 of the Code. This  limit
is  generally the lesser of 25% of the participant's compensation or $30,000. In
addition, Purchase Payments will be  excluded from a participant's gross  income
only if the Section 401(a) Plan meets certain nondiscrimination requirements.
 
    All distributions will be taxed as they are received unless the distribution
is  rolled over to another plan of the  same type or to an individual retirement
annuity/account ("IRA") in accordance with  the Code, or unless the  participant
has  made  after-tax  contributions  to  the  plan,  which  are  not  taxed upon
distribution. The Code has specific rules  that apply, depending on the type  of
distribution received, if after-tax contributions were made.

    In general, payments received by a beneficiary after the participant's death
are  taxed in the same manner as if the participant had received those payments,
except that a limited death benefit exclusion may apply.

    SECTION 403(B) PLANS.   Under Section 403(b),  contributions made by  public
school systems or nonprofit healthcare organizations and other Section 501(c)(3)
tax  exempt organizations to purchase annuity  contracts for their employees are
generally excludable from the gross income of the employee.
 
    In order to be  excludable from taxable  income, total annual  contributions
made  by the  participant and his  or her  employer cannot exceed  either of two
limits set by the  Code. The first  limit, under Section  415, is generally  the
lesser  of 25% of includible compensation or $30,000. The second limit, which is
the exclusion allowance under Section 403(b), is usually calculated according to
a formula that takes into account the participant's length of employment and any
pretax contributions to certain other  retirement plans. These two limits  apply
to  the participant's contributions as well as  to any contributions made by the
employer on  behalf  of the  participant.  There  is an  additional  limit  that
specifically  limits salary  reduction contributions  to generally  no more than
$9,500 annually (subject to indexing); a  participant's own limit may be  higher
or  lower, depending on certain conditions.  In addition, Purchase Payments will
be excluded from  a participant's gross  income only if  the Plan meets  certain
nondiscrimination requirements.
 
    Section 403(b)(11) restricts the distribution under Section 403(b) contracts
of:  (1)  salary  reduction  contributions made  after  December  31,  1988; (2)
earnings on those contributions; and (3) earnings during such period on  amounts
held  as of December 31, 1988. Distribution of those amounts may only occur upon
death of the  participant, attainment of  age 59 1/2,  separation from  service,
total  and  permanent disability,  or  financial hardship.  In  addition, income
attributable to salary  reduction contributions  may not be  distributed in  the
case of hardship.
 
    INDIVIDUAL    RETIREMENT   ANNUITIES   AND   SIMPLIFIED   EMPLOYEE   PENSION
PLANS.  Section 408 of the Code permits eligible individuals to contribute to an
individual  retirement  program  known  as  an  Individual  Retirement  Annuity,
hereinafter  referred to  as an  "IRA." Also,  distributions from  certain other
types of qualified plans may  be "rolled over" on  a tax-deferred basis into  an
IRA.  Employers  may  establish  Simplified  Employee  Pension  (SEP)  Plans and
contribute to an IRA owned by  the employee. Purchasers of a Qualified  Contract
for use with IRAs will be provided with supplemental information required by the
Internal  Revenue Service.  Purchasers should  seek competent  advice as  to the
suitability of the Contract for use with IRAs.
 
WITHHOLDING

    Pension and annuity distributions generally  are subject to withholding  for
the recipient's federal income tax liability at rates that vary according to the
type  of distribution and the recipient's tax status. Recipients may be provided
the opportunity to elect not to  have tax withheld from distributions;  however,
certain  distributions from Section 401(a) Plans and Section 403(b) tax-deferred
annuities are subject to mandatory 20%  federal income tax withholding. We  will
report to the IRS the taxable portion of all distributions.
 
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                                       18
<PAGE>
                                 MISCELLANEOUS
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--------------------------------------------------------------------------------
 
DISTRIBUTION

    The  Company will serve as the Principal Underwriter for the securities sold
by this  Prospectus. The  Company  is registered  as  a broker-dealer  with  the
Securities  and  Exchange Commission  ("SEC") and  is a  member of  the National
Association of Securities  Dealers, Inc. ("NASD").  As Underwriter, the  Company
will  contract with one or more registered broker-dealers or with banks that may
be acting as broker-dealers without  separate registration under the  Securities
Exchange   Act   of   1934   pursuant  to   legal   and   regulatory  exceptions
("Distributors"), to offer and sell the  Contracts. The Company and one or  more
of its affiliates may also sell the Contracts directly. All individuals offering
and  selling  the  Contracts  must either  be  registered  representatives  of a
broker-dealer, or  employees  of  a  bank exempt  from  registration  under  the
Securities  Exchange Act of 1934, and must  also be licensed as insurance agents
to sell variable annuity contracts.

    Nicholas-Applegate  Capital  Management  and  Nicholas-Applegate  Securities
(together referred to as "Nicholas-Applegate") will be compensated for providing
certain   services  to   the  Registered   Representatives,  wholesalers  and/or
Distributors and their Representatives, which may include obtaining  information
to  appoint individuals as agents, training, design and preparation of marketing
materials,   and   servicing   an   "800   number"   customer   service    desk.
Nicholas-Applegate   will   also   facilitate  the   Company's   recruitment  of
Distributors and  will  assist in  the  development of  new  Contract  features.
Nicholas-Applegate  will not be compensated in any manner for solicitations made
or other activities  relating to the  sale of Contracts  directly to  investors,
including  customers  of  Distributors or  the  Company or  its  affiliates. The
Company will pay Nicholas-Applegate a fee for these services, some of which  may
be  based on a percentage of  gross premiums, and some of  which may be based on
total Contract assets.

    PAYMENT OF COMMISSIONS.  Commissions will  be paid to Distributors who  sell
the  Contracts. Distributors will be paid  commissions up to an amount currently
equal to 7.5% of Purchase Payments.

    Other than  the mortality  and expense  risk charge  and the  administrative
charge,  all expenses  incurred in  the operations  of the  Separate Account are
borne by the Company.
 
DELAY OR SUSPENSION OF PAYMENTS
 
    The Company reserves the  right to suspend or  postpone the date of  payment
for  any benefit or values (a) on any Valuation Date on which the New York Stock
Exchange ("Exchange")  is  closed  (other than  customary  weekend  and  holiday
closings)  or when trading on the Exchange  is restricted; (b) when an emergency
exists, as determined by  the SEC, so  that disposal of  securities held in  the
Subaccounts  is not reasonably practicable or  is not reasonably practicable for
the value of the Subaccount's  assets; or (c) during  such other periods as  the
SEC  may by order permit  for the protection of  investors. The conditions under
which restricted trading or an emergency exists shall be determined by the rules
and regulations of the SEC.
 
PERFORMANCE REPORTING
 
    From time to time, the Company  may advertise different types of  historical
performance  for  the  Subaccounts  of the  Separate  Account.  The  Company may
advertise the "standardized  average annual total  returns" of the  Subaccounts,
calculated  in a manner prescribed by the  SEC, as well as the "non-standardized
returns." "Standardized average annual total returns" are computed according  to
a  formula  in which  a  hypothetical investment  of  $1,000 is  applied  to the
Subaccount and then related to the ending redeemable values over the most recent
one, five and  ten-year periods (or  since inception, if  less than ten  years).
Standardized  returns will reflect the reduction of all recurring charges during
each period (e.g., mortality and expense risk charges, annual maintenance  fees,
administrative    charge   and   any    applicable   deferred   sales   charge).
"Non-standardized returns" will be calculated  in a similar manner, except  that
non-standardized  figures  will  not  reflect the  deduction  of  any applicable
deferred sales charge (which  would decrease the level  of performance shown  if
reflected  in these calculations). The non-standardized figures may also include
monthly, quarterly, year-to-date and three-year periods.
 
    The  Company  may  also  advertise   certain  ratings,  rankings  or   other
information  related  to  the Company,  the  Subaccounts or  the  Funds. Further
details regarding performance  reporting and  advertising are  described in  the
Statement of Additional Information.
 
--------------------------------------------------------------------------------
                                       19
<PAGE>
VOTING RIGHTS
 
    Each  Contract Holder may direct us in the voting of shares at shareholders'
meetings of the appropriate Funds(s). The number of votes to which each Contract
Holder may give direction will be determined  as of the record date. The  number
of votes each Contract Holder is entitled to direct with respect to a particular
Fund  during the Accumulation Period equals the portion of the Account Values(s)
of the Contract attributable to that Fund, divided by the net asset value of one
share of that Fund. During the Annuity  Period, the number of votes is equal  to
the valuation reserve for the portion of the Contract attributable to that Fund,
divided  by the net  asset value of one  share of that  Fund. In determining the
number of votes,  fractional votes will  be recognized. Where  the value of  the
Contract  or valuation reserve relates to more than one Fund, the calculation of
votes will be performed separately for each Fund.
 
    If you are a  Certificate Holder under  a group Contract,  you have a  fully
vested  (100%)  interest in  the benefits  provided to  you under  your Account.
Therefore, you may instruct the group Contract Holder how to direct the  Company
to cast the votes for the portion or the value of valuation reserve attributable
to  your Account.  Votes attributable  to those  Certificate Holders  who do not
instruct the group  Contract Holder  will be  cast by  the Company  in the  same
proportion  as  votes for  which instructions  have been  received by  the group
Contract Holder. Votes attributable to individual or group Contract Holders  who
do  not direct us will be  cast by us in the  same proportion as votes for which
directions we have received.
 
    You will receive a notice of each meeting of shareholders, together with any
proxy  solicitation  materials,  and  a   statement  of  the  number  of   votes
attributable to your Account.
 
MODIFICATION OF THE CONTRACT
 
    The  Company may change the Contract as required by federal or state law. In
addition, the Company may, upon 30  days written notice to the Contract  Holder,
make  other changes to group Contracts that  would apply only to individuals who
become Certificate Holders under that Contract after the effective date of  such
changes.  If the Contract Holder does not  agree to a change, no new Certificate
Holders will be  covered under the  Contract. Certain changes  will require  the
approval of appropriate state or federal regulatory authorities.
 
TRANSFERS OF OWNERSHIP; ASSIGNMENT
 
    Assignments  or transfers of ownership of a Qualified Contract generally are
not allowed  except as  permitted under  the Code,  incident to  a divorce.  The
prohibition  does not apply to a Qualified Contract sold in conjunction with (1)
a Section 457 deferred compensation plan, or (2) a Section 401(a) plan where the
Contract is  owned by  a trustee.  We will  accept assignments  or transfers  of
ownership  of a Nonqualified Contract or  a Qualified Contract where assignments
or transfers of ownership are not prohibited, with proper notification. The date
of any such transfer will  be the date we receive  the notification at our  Home
Office.  (Refer  to  "Tax  Status"  for general  tax  information.)  If  you are
contemplating a transfer  of ownership or  assignment you should  consult a  tax
adviser due to the potential for tax liability.
 
    No assignment of a Contract will be binding on us unless made in writing and
sent  to us at  our Home Office.  The Company will  use reasonable procedures to
confirm that the assignment is  authentic, including verification of  signature.
If the Company fails to follow its procedures, it would be liable for any losses
to  you directly resulting  from the failure. Otherwise,  we are not responsible
for the validity of any assignment. The rights of the Certificate Holder and the
interest of the Annuitant and any Beneficiary  will be subject to the rights  of
any assignee of record.
 
INVOLUNTARY TERMINATIONS
 
    We reserve the right to terminate any Account with a value of $2,500 or less
immediately  following a  partial withdrawal. However,  an Individual Retirement
Annuity may only be closed out when Purchase Payments have not been received for
a 24-month period and the paid-up annuity benefit at maturity would be less than
$20 per month. If  such right is  exercised, you will be  given 90 days  advance
written  notice.  No  deferred sales  charge  will be  deducted  for involuntary
terminations. The Company does not intend to exercise this right in cases  where
the  Account  Value  is reduced  to  $2,500  or less  solely  due  to investment
performance.
 
LEGAL MATTERS AND PROCEEDINGS
 
    The Company knows  of no  material legal  proceedings pending  to which  the
Separate  Account or the Company is a party or which would materially affect the
Separate Account. The validity of the securities offered by this Prospectus  has
been passed upon by Susan E. Bryant, Esq., Counsel to the Company.
 
--------------------------------------------------------------------------------
                                       20
<PAGE>
                                CONTENTS OF THE
                      STATEMENT OF ADDITIONAL INFORMATION
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 
The  Statement of Additional  Information contains more  specific information on
the Separate Account and  the Contract, as well  as the financial statements  of
the  Separate Account and the Company. A list  of the contents of the SAI is set
forth below:
 
    General Information and History
    Variable Annuity Account B
    Offering and Purchase of Contracts
    Performance Data
      General
      Average Annual Total Return Quotations
    Annuity Payments
    Sales Material and Advertising
    Independent Auditors
    Financial Statements of the Separate Account
    Financial Statements of the Company
 
--------------------------------------------------------------------------------
                                       21
<PAGE>
                                    APPENDIX
                            ALIAC GUARANTEED ACCOUNT
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 
THE  ALIAC GUARANTEED ACCOUNT (THE "GUARANTEED  ACCOUNT") IS A CREDITED INTEREST
OPTION AVAILABLE  DURING  THE  ACCUMULATION PERIOD  UNDER  THE  CONTRACTS.  THIS
APPENDIX  IS A SUMMARY OF THE GUARANTEED  ACCOUNT AND IS NOT INTENDED TO REPLACE
THE GUARANTEED ACCOUNT PROSPECTUS. YOU  SHOULD READ THE ACCOMPANYING  GUARANTEED
ACCOUNT PROSPECTUS CAREFULLY BEFORE INVESTING.
 
    The  Guaranteed Account is a credited  interest option in which we guarantee
stipulated rates of interest for stated  periods of time on amounts directed  to
the  Guaranteed Account. For guaranteed terms of  one year or less, a guaranteed
rate is credited for  the full term.  For guaranteed rates  of greater than  one
year,  the initial guaranteed rate  is credited from the  date of deposit to the
end of  a  specified  period  within the  guaranteed  term.  The  interest  rate
stipulated  is an  annual effective  yield; that is,  it reflects  a full year's
interest. Interest is credited daily at a rate that will provide the  guaranteed
annual  effective yield  for one year.  Guaranteed interest rates  will never be
less than an annual effective rate of 3%.
 
    During a deposit  period, amounts  may be applied  to any  of the  available
guaranteed  terms. Purchase Payments received after  the initial payment will be
allocated in the same proportions as  the last allocation, if no new  allocation
instructions  are received  with the  Purchase Payment.  If the  same guaranteed
term(s) are not available, the  next shortest term will  be used. If no  shorter
guaranteed term is available, the next longer guaranteed term will be used.

    Except  for transfers from  the one-year Guaranteed  Term in connection with
the Dollar Cost Averaging  Program and withdrawals taken  in connection with  an
Estate Conservation or Systematic Withdrawal distribution option, withdrawals or
transfers  from  a guaranteed  term before  the guaranteed  term matures  may be
subject to a market value adjustment ("MVA"). An MVA reflects the change in  the
value  of the  investment due  to changes  in interest  rates since  the date of
deposit. When interest rates  increase after the date  of deposit, the value  of
the  investment decreases,  and the MVA  is negative.  Conversely, when interest
rates decrease after the date of deposit, the value of the investment increases,
and the MVA is positive. It is possible that a negative MVA could result in  the
Certificate  Holder receiving an amount which is  less than the amount paid into
the Guaranteed Account

    For partial  withdrawals  during  the Accumulation  Period,  amounts  to  be
withdrawn from the Guaranteed Account will be withdrawn on a pro rata basis from
each  group of deposits having  the same length of  time until the Maturity Date
("Guaranteed Term Group"). Within  a Guaranteed Term Group,  the amount will  be
withdrawn  first from the oldest Deposit Period,  then from the next oldest, and
so on until the amount requested is satisfied.
 
    As a  Guaranteed  Term matures,  assets  accumulating under  the  Guaranteed
Account  may be  (a) transferred  to a new  Guaranteed Term,  (b) transferred to
other available investment options, or  (c) withdrawn. Amounts withdrawn may  be
subject  to a deferred sales charge. If  no direction is received by the Company
at its Home Office by  the maturity date of a  guaranteed term, the amount  from
the  maturing guaranteed term will be  transferred to the current deposit period
for a similar length guaranteed term. If  the same guaranteed term is no  longer
available  the next  shortest guaranteed term  available in  the current deposit
period will be used. If no shorter guaranteed term is available, the next longer
guaranteed term will be used.
 
    If you  do not  provide  instructions concerning  the  maturity value  of  a
maturing  guaranteed term, the  maturity value transfer  provision applies. This
provision allows you to transfer without an MVA to available guaranteed terms of
the current  deposit  period  or  to  other  available  investment  options,  or
surrender  without an MVA (if applicable, a deferred sales charge is assessed on
the surrendered amount).  The provision  is available only  during the  calendar
month  immediately following a guaranteed term maturity date and only applies to
the first transaction regardless of the amount involved in the transaction.
 
--------------------------------------------------------------------------------
                                       22
<PAGE>
MORTALITY AND EXPENSE RISK CHARGES
 
    We make no  deductions from  the credited  interest rate  for mortality  and
expense risks; these risks are considered in determining the credited rate.
 
TRANSFERS

    Amounts  applied to  a guaranteed  term during a  deposit period  may not be
transferred to any  other funding option  or to another  guaranteed term  during
that  deposit period or for 90 days after the close of that deposit period. This
does not apply  to (1) amounts  transferred on  the Maturity Date  or under  the
maturity  value transfer provision; (2)  amounts transferred from the Guaranteed
Account before the Maturity Date due to  the election of an Annuity Option,  (3)
amounts  transferred from  the one-year Guaranteed  Term in  connection with the
Dollar Cost  Averaging Program;  and (4)  amounts distributed  under the  Estate
Conservation  or Systematic Withdrawal distribution.  Transfers after the 90-day
period are  permitted  from  guaranteed  term(s)  to  other  guaranteed  term(s)
available  during a  deposit period  or to  other available  investment options.
Except for  transactions described  in items  (1), (3)  and (4)  above,  amounts
withdrawn  or transferred from the Guaranteed Account prior to the maturity date
will be subject to a Market Value Adjustment. However, only a positive aggregate
MVA will be  applied to transfers  made due  to annuitization under  one of  the
lifetime Annuity Options described in item (2) above.

    The  Certificate  Holder may  select a  maximum  of 18  different investment
options during  the  Accumulation Period.  Under  the Guaranteed  Account,  each
guaranteed  term is counted as one funding option. If a guaranteed term matures,
and is renewed for the same term, it will not count as an additional  investment
option.
 
    Transfers  of the Guaranteed Account values  on or within one calendar month
of a term's maturity  date are not counted  as one of the  12 free transfers  of
accumulated values in the Account.
 
    By  notifying us at least 30 days prior to the Annuity Date, you may elect a
variable annuity  and  have  amounts  that  have  been  accumulating  under  the
Guaranteed  Account  transferred to  one or  more  of the  Subaccounts available
during the  Annuity  Period.  The  Guaranteed  Account  cannot  be  used  as  an
investment  option during the Annuity Period. Transfers made due to the election
of a lifetime Annuity Option will be subject to only a positive aggregate MVA.
 
DEATH BENEFIT
 
    Full and partial withdrawals and transfers made from the Guaranteed  Account
within  six months after the  date of the Annuitant's  death will be the greater
of:
 
    (1) the aggregate  MVA amount (i.e.,  the sum of  all market value  adjusted
       amounts  calculated due to a withdrawal  of amounts) which may be greater
       or less than the Account Value of those amounts; or
 
    (2) the  applicable  portion  of  the  Account  Value  attributable  to  the
       Guaranteed Account.
 
    After  the  six-month  period,  the surrender  or  transfer  amount  will be
adjusted for the aggregate  MVA amount, which  may be greater  or less than  the
Account Value of those amounts.
 
--------------------------------------------------------------------------------
                                       23
<PAGE>

                           VARIABLE ANNUITY ACCOUNT B
                                     OF
                   AETNA LIFE INSURANCE AND ANNUITY COMPANY


           STATEMENT OF ADDITIONAL INFORMATION DATED MAY 20, 1996


                          The New Retirement
                    Nicholas-Applegate/Aetna Annuity


This Statement of Additional Information is not a prospectus and should be 
read in conjunction with the current prospectus for Variable Annuity Account 
B (the "Separate Account") dated May 20, 1996.

A free prospectus is available upon request from the local Aetna Life 
Insurance and Annuity Company office or by writing to or calling:


                 Aetna Life Insurance and Annuity Company
                             Customer Service
                          151 Farmington Avenue
                       Hartford, Connecticut  06156
                               1-800-531-4547


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

                         TABLE OF CONTENTS

                                                         Page
                                                         -----

General Information and History. . . . . . . . . . . . .   1
Variable Annuity Account B . . . . . . . . . . . . . . .   1
Offering and Purchase of Contracts . . . . . . . . . . .   2
Performance Data . . . . . . . . . . . . . . . . . . . .   2
   General . . . . . . . . . . . . . . . . . . . . . . .   2
   Average Annual Total Return Quotations. . . . . . . .   3
Annuity Payments . . . . . . . . . . . . . . . . . . . .   3
Sales Material and Advertising . . . . . . . . . . . . .   4
Independent Auditors . . . . . . . . . . . . . . . . . .   5
Financial Statements of the Separate Account . . . . . .   S-1
Financial Statements of the Company. . . . . . . . . . .   F-1



<PAGE>


                            GENERAL INFORMATION AND HISTORY

Aetna Life Insurance and Annuity Company (the "Company") is a stock life 
insurance company which was organized under the insurance laws of the State 
of Connecticut in 1976.  Through a merger, it succeeded to the business of 
Aetna Variable Annuity Life Insurance Company (formerly Participating Annuity 
Life Insurance Company organized in 1954).  As of December 31, 1995, the 
Company had assets of $27.1 billion (subject to $25.5 billion of customer and 
other liabilities, $1.6 billion of shareholder equity) which includes $11 
billion in assets held in the Company's separate accounts.  The Company had 
$22 billion in assets under management, including $8 billion in its mutual 
funds. As of December 31, 1994, it ranked among the top 2% of all U.S. life 
insurance companies by size.  The Company is a wholly owned subsidiary of 
Aetna Retirement Holdings, Inc., which is in turn a wholly owned subsidiary 
of Aetna Retirement Services, Inc. and an indirect wholly owned subsidiary of 
Aetna Life and Casualty Company.  The Company is engaged in the business of 
issuing life insurance policies and annuity contracts in all states of the 
United States.  The Company's Home Office is located at 151 Farmington 
Avenue, Hartford, Connecticut 06156.

In addition to serving as the principal underwriter and the depositor for the 
Separate Account, the Company is also a registered investment adviser under 
the Investment Advisers Act of 1940, and a registered broker-dealer under the 
Securities Exchange Act of 1934.  The Company provides investment advice to 
several of the registered management investment companies offered as variable 
investment options under the Contracts funded by the Separate Account (see 
"Variable Annuity Account B" below).

Other than the mortality and expense risk charges and administrative 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 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 
or under all Contracts.  The Funds currently available under the Contract are 
as follows:

                   Nicholas-Applegate Core Growth Series
               Nicholas-Applegate Diversified Income Series
                Nicholas-Applegate Emerging Growth Series
          Nicholas-Applegate International Fixed Income Series
             Nicholas-Applegate International Growth Series
                    Nicholas-Applegate Value Series
                       Aetna Variable Encore Fund


                                     1
<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 as defined in the Prospectus.  The offering of the Contracts 
is continuous.  A description of the manner in which Contracts are purchased 
may be found in the prospectus under the sections titled "Purchase" and 
"Contract Valuation."

                               PERFORMANCE DATA

GENERAL

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

The standardized and non-standardized total return figures are computed 
according to a formula in which a hypothetical initial Purchase Payment of 
$1,000 is applied to the various Subaccounts under the Contract, and then 
related to the ending redeemable values over one, five and ten year periods 
(or fractional periods thereof).  The standardized figures reflect the 
deduction of all recurring charges during each period (e.g., mortality and 
expense risk charges, maintenance fees, administrative charges, and deferred 
sales charges).  These charges will be deducted on a pro rata basis in the 
case of fractional periods.  The maintenance fee is converted to a percentage 
of assets based on the estimated average account size under the Contracts 
described in the Prospectus.

The non-standardized figures will be calculated in a similar manner, except 
that they will not reflect the deduction of any applicable deferred sales 
charge (which would decrease the level of performance shown if reflected in 
these calculations).  The non-standardized figures may also include monthly, 
quarterly, year-to-date and three-year periods.  

If a Fund was in existence prior to the date it became available under the 
Contract, standardized and non-standardized total returns may include periods 
prior to such date.  These figures are calculated by adjusting the actual 
returns of the Fund to reflect the charges that would have been assessed 
under the Contract had that Fund been available under the Contract during 
that period.  

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


                                     2

<PAGE>

 AVERAGE ANNUAL TOTAL RETURN QUOTATIONS - STANDARDIZED AND NON-STANDARDIZED

The tables shown below reflect the average annual standardized and 
non-standardized total return quotation figures for the periods ended 
December 31, 1995 for the Subaccounts available under the Contract.  Table A 
reflects the total return quotations for Contracts issued nationwide (other 
than Contracts or Certificates issued in the state of New York).  Table B 
reflects the total return quotations for Contracts or Certificates issued in 
the state of New York.  As the Nicholas-Applegate Series currently has no 
performance history, the tables below show Average Annual Return Quotations 
for the Aetna Variable Encore Fund Subaccount only.

<TABLE>
<CAPTION>

                                        TABLE A
                            ----------------------------------------------------------------------------
                                                                                                 FUND
                                                                                               INCEPTION
($30 MAINTENANCE FEE)             STANDARDIZED                     NON-STANDARDIZED               DATE
--------------------------------------------------------------------------------------------------------
SUBACCOUNT                  1 Year   5 Years 10 Years    1 Year  3 Years  5 Years   10 Years
--------------------------------------------------------------------------------------------------------
<S>                         <C>      <C>     <C>         <C>     <C>      <C>       <C>        <C>
Aetna Variable Encore Fund  (1.78%)  2.70%   4.71%       4.50%   2.91%    3.17%     4.71%      09/01/75
--------------------------------------------------------------------------------------------------------
</TABLE>


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


                         CONTRACTS OR CERTIFICATES ISSUED IN NEW YORK
                                          TABLE B


<TABLE>
<CAPTION>

                                        TABLE A
                            ----------------------------------------------------------------------------
                                                                                                 FUND
                                                                                               INCEPTION
($30 MAINTENANCE FEE)             STANDARDIZED                     NON-STANDARDIZED               DATE
--------------------------------------------------------------------------------------------------------
SUBACCOUNT                  1 Year   5 Years 10 Years    1 Year  3 Years  5 Years   10 Years
--------------------------------------------------------------------------------------------------------
<S>                         <C>      <C>     <C>         <C>     <C>      <C>       <C>        <C>
Aetna Variable Encore Fund  (1.83%)  2.82%   4.66%       4.45%   2.86%    3.12%     4.66%      09/01/75 
--------------------------------------------------------------------------------------------------------
</TABLE>


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

                             ANNUITY PAYMENTS

When Annuity payments are to begin, the value of the Account is determined 
using Accumulation Unit values as of the tenth Valuation Date before the 
first Annuity payment is due. Such value (less any applicable premium tax) is 
applied to provide an Annuity in accordance with the Annuity and investment 
options elected.

The Annuity option tables found in the Contract show, for each form of 
Annuity, the amount of the first Annuity payment for each $1,000 of value 
applied. Thereafter, variable Annuity payments fluctuate as the Annuity Unit 
value(s) fluctuates with the investment experience of the selected investment 
option(s).  The first payment and subsequent payments also vary depending on 
the assumed net investment rate selected (3.5% or 5% per annum). Selection of 
a 5% rate causes a higher first payment, but Annuity payments will increase 
thereafter only to the extent that the net investment rate increases by more 
than 5% on an annual basis. Annuity payments would decline if the rate failed 
to increase by 5%. Use of the 

                                     3
<PAGE>

3.5% assumed rate causes a lower first payment, but subsequent payments would 
increase more rapidly or decline more slowly as changes occur in the net 
investment rate.

When the Annuity Period begins, the Annuitant is credited with a fixed number 
of Annuity Units (which does not change thereafter) in each of the designated 
investment options.  This number is calculated by dividing (a) by (b), where 
(a) is the amount of the first Annuity payment based on a particular 
investment option, and (b) is the then current Annuity Unit value for that 
investment option. As noted, Annuity Unit values fluctuate from one Valuation 
Period to the next; such fluctuations reflect changes in the net investment 
factor for the appropriate Subaccount(s) (with a ten Valuation Date lag which 
gives the Company time to process Annuity payments) and a mathematical 
adjustment which offsets the assumed net investment rate of 3.5% or 5% per 
annum.

The operation of all these factors can be illustrated by the following 
hypothetical example. These procedures will be performed separately for  the 
investment options selected during the Annuity Period.

EXAMPLE:

Assume that, at the date Annuity payments are to begin, there are 3,000 
Accumulation Units credited under a particular Account and that the value of 
an Accumulation Unit for the tenth Valuation Date prior to retirement was 
$13.650000. This produces a total value of $40,950.

Assume also that no premium tax is payable and that the Annuity table in the 
Contract provides, for the option elected, a first monthly variable Annuity 
payment of $6.68 per $1000 of value applied; the Annuitant's first monthly 
payment would thus be 40.950 multiplied by $6.68, or $273.55.

Assume then that the value of an Annuity Unit for the Valuation Date on which 
the first payment was due was $13.400000. When this value is divided into the 
first monthly payment, the number of Annuity Units is determined to be 
20.414. The value of this number of Annuity Units will be paid in each 
subsequent month.

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

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

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

                     SALES MATERIAL AND ADVERTISING

The Company may include hypothetical illustrations in its sales literature 
that explain the mathematical principles of dollar cost averaging, compounded 
interest, tax deferred accumulation, and the mechanics of variable annuity 
contracts.  The Company may also discuss the difference between variable 
annuity

                                     4
<PAGE>

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

                            INDEPENDENT AUDITORS

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

                                     5

<PAGE>

                             FINANCIAL STATEMENTS

                           VARIABLE ANNUITY ACCOUNT B

                                    INDEX


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


                                    S-1

<PAGE>

                             INDEPENDENT AUDITORS' REPORT

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

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

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

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


                                                      KPMG Peat Marwick LLP

Hartford, Connecticut
February 16, 1996


                                      S-2

<PAGE>

VARIABLE ANNUITY ACCOUNT B

STATEMENT OF ASSETS AND LIABILITIES - December 31, 1995

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


                                      S-3

<PAGE>

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


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

Net assets represented by:


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


                                      S-4

<PAGE>

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


                                      S-5

<PAGE>

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



                                      S-6

<PAGE>

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

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

See Notes to Financial Statements.


                                      S-7

<PAGE>

VARIABLE ANNUITY ACCOUNT B

STATEMENT OF OPERATIONS - Year Ended December 31, 1995

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


                                      S-8

<PAGE>

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

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

See Notes to Financial Statements.


                                      S-9

<PAGE>

VARIABLE ANNUITY ACCOUNT B

STATEMENTS OF CHANGES IN NET ASSETS

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

See Notes to Financial Statements.


                                      S-10

<PAGE>

VARIABLE ANNUITY ACCOUNT B

NOTES TO FINANCIAL STATEMENTS - December 31, 1995

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

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


                                     S-11

<PAGE>

VARIABLE ANNUITY ACCOUNT B

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

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

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

2.  VALUATION PERIOD DEDUCTIONS

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

3.  DIVIDEND INCOME

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

4.  PURCHASES AND SALES OF INVESTMENTS

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

5.  ESTIMATES

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


                                     S-12

<PAGE>

VARIABLE ANNUITY ACCOUNT B
CONDENSED FINANCIAL INFORMATION

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

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

</TABLE>

                                      S-13

<PAGE>

VARIABLE ANNUITY ACCOUNT B

CONDENSED FINANCIAL INFORMATION

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

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

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


                                      S-14

<PAGE>

VARIABLE ANNUITY ACCOUNT B

CONDENSED FINANCIAL INFORMATION

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

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


                                      S-15

<PAGE>

VARIABLE ANNUITY ACCOUNT B

CONDENSED FINANCIAL INFORMATION

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

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

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


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

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

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

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

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

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

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

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

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

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


                                      S-16

<PAGE>

VARIABLE ANNUITY ACCOUNT B

CONDENSED FINANCIAL INFORMATION

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

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


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

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

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

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

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

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


                                      S-17

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

                       STATEMENT OF ADDITIONAL INFORMATION




                           VARIABLE ANNUITY ACCOUNT B




                            VARIABLE ANNUITY CONTRACTS

                                    ISSUED BY

                     AETNA LIFE INSURANCE AND ANNUITY COMPANY

FORM NO. 62473(S)-2                                           ALIAC ED. MAY 1996



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